DEED
OF PLEDGE

    ENERGIA ANDINA SANTANDER
RESOURCES COÖPERATIEVE
U.A.

    


    On this
day, the twenty-sixth day of August, two thousand and ten, appeared before me,
Nicole Corine van Smaalen, Esq., civil law notary officiating at
Amsterdam:

    #

    , acting
upon a written power of attorney granted by and as such
representing:

    
      	
              1.

            	
              Colombia Clean Power &
      Fuels Inc., a corporation organized and existing under the laws of
      Nevada, United States of America, having its address at 4265 San Felipe
      Street, Suite 1100, Houston, Texas, 77027, United States of America,
      registered with the State of Nevada as corporation File Number C22977-1996
      ("Pledgor I"); and

            


    

    
      	
              2.

            	
              Colombia CPF LLC, a
      limited liability company organized and existing under the laws of
      Delaware, having its office at 4265 San Felipe Street, Suite 1100,
      Houston, Texas, 77027, United States, registered with the State of
      Delaware as corporation File Number-4856392 ("Pledgor
  II")

            


    

    “Pledgor
I” and “Pledgor II” collectively referred to as “Pledgors” and each a
“Pledgor”;

    
      	
              3.

            	
              Energia Andina Santander
      Resources Coöperatieve U.A, a cooperative under the laws of the
      Netherlands, having its corporate seat in Amsterdam, the Netherlands and
      address at Prins Bernardplein 200, 1097 JB Amsterdam, the Netherlands and
      registered with the Chamber of Commerce and Industry of Amsterdam, the
      Netherlands under number 50655086:  (the
      "Cooperative")

            


    

    
      	
              4.

            	
              Law Debenture Trust Company of
      New York, a New York banking corporation, having its address at 400
      Madison Avenue, 4th
      Floor, New York, New York 10017, United States of
      America  (the  "Pledgee").

            


    

    WHEREAS,

    
      	
              (a)

            	
              as
      of the date hereof, the Pledgors collectively own one hundred percent
      (100%) of the Member Interest of the
  Cooperative;

            


    

    
      	
              (b)

            	
              Pledgor
      I  intends to issue from time to time up to two million five
      hundred thousand United States Dollar ($2,500,000) aggregate principal
      amount of its ten percent (10%) secured convertible promissory notes due
      the thirtieth day of June two thousand and twelve (the “Notes”) pursuant to the
      terms and conditions of the relevant subscription agreements dated June
      30, 2010;

            


    


    
      
         


      

      
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              (c)

            	
              the
      purchasers of the Notes have required, as a condition to purchasing the
      Notes, among others, and in order to secure the payment in full of the
      principal and interest due on the Notes and those additional obligations
      of the Pledgors set forth in this agreement, that each Pledgor executes
      and delivers this Pledge Agreement to the Pledgee and the Agency
      Agreement;

            


    

    
      	
              (d)

            	
              in
      order to secure the full payment of certain secured liabilities, each
      Pledgor has agreed  to grant to the Pledgee a security interest
      in its Membership Interest,

            


    

    
      	
              (e)

            	
              each
      Pledgor will benefit from the sale of the Notes, and has agreed to execute
      and deliver this Pledge Agreement to the
  Pledgee.

            


    

    THE
PLEDGOR AND THE PLEDGEE HAVE AGREED AS FOLLOWS:

    1. DEFINITIONS AND
INTERPRETATION.

    1.1 Definitions

    
      	
              1.1.1

            	
              In
      this Deed words and expressions defined in the Agency Agreement shall have
      the same meaning when used in this Deed, unless defined otherwise
      herein.

            


    

    1.1.2       In
addition the following terms shall have the following meaning:

    


    “Agency
Agreement” means the pledge and collateral agency agreement dated as the
twenty-sixth day of August, 2010 among the Pledgors and
the Collateral Agent, as amended or supplemented from time to time;

    "Articles
of Association" means the articles of association (“statuten”) of the Cooperative
as they currently stand and as amended at any time;

    “Collateral
Agent” means Pledgee acting in its capacity as collateral agent under the Agency
Agreement, or any successor thereto appointed pursuant to the terms and
conditions of the Agency Agreement;

    "Claims"
means any and all of the rights of each of Pledgors in connection with the
Memberships, including but not limited to claims in connection to the Member
Account and the Member Reserve Account, rights to receive payments from the
Cooperative under the Articles of Association (including any Liquidation
Payment), whether such rights now exist (“bestaan”), whether the same
will be acquired by the Pledgors directly pursuant to a legal relationship now
in existence or whether the same will hereafter be acquired otherwise by the
Pledgor, whether present or future, whether due and payable and whether actual
or contingent, to the extent these rights are capable of being pledged under
Netherlands law;

    "Deed"
means this deed of pledge;


    
      
         


      

      
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    “Finance
Documents” means the Notes as issued pursuant to the relevants terms and
condtions of the related subscription agreements dated the twenty-fourth day of
May two thousand and ten and the thirtieth day of June two thousand and ten and
the Agency Agreement and such other documents amending or supplementing the
foregoing;

    “Finance
Parties” means the holders of the Notes from time to time, the Collateral Agent
and any other person who, from time to time, the Collateral Agent shall have
notified the Pledgors as having an interest in the Notes as owner or, and the
expression “Finance Party” means any of them individually;

    "Liquidation
Payment" means a  the payment of the Liquidation Amount (as such term
is defined in the Articles of Association) pursuant to Article 19 paragraph of
the Articles of Association;

    "Member"
means a member (“lid”)
of the Cooperative;

    "Membership"
means the Membership of the Cooperative, including any and all rights, interest
and title in and to the Membership Interest;

    "Membership
Interest" has the meaning ascribed thereto in the Articles of
Association;

    “Member
Account” means collectively, the member reserve accounts opened in the books of
the Cooperative in the name of each of the Members to which the net profits
shall be attributed in accordance with Article 17 paragraph 5 of the Articles of
Association;

    “Member
Reserve Account” means collectively, the member reserve accounts opened in the
books of the Cooperative in the name of each of the Members  to which
the net profits shall be attributed in accordance with Article 17 paragraph 5 of
the Articles of Association;

    "Parallel
Debt" means a reference to the obligations of the Pledgors towards the
Collateral Agent arising under clause 1.4 of this Agreement (Parallel Debt
(Covenant to pay the Security Agent)) of this Agreement to pay to the Collateral
Agent sums equal to and in the currency of each amount payable from time to time
by the Pledgors to each of the Finance Parties (or any one of them) pursuant to
the Principal Obligations under the Finance Documents.

    "Principal
Obligations" means all present and future obligations owed by any Pledgor to any
Finance Party under or in connection with the Finance Documents, other than the
obligations pursuant to the Parallel Debt;

    "Secured
Obligations" means all present and future payment obligations owed to the
Pledgee pursuant to the Parallel Debt;

    "Security
Assets" means the Memberships and the Claims; and

    "Voting
Rights" means any and all voting rights attaching to the
Memberships.


    
      
         


      

      
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    1.2           Interpretation

    1.2.1        Continuing
Security

    Any
references made in this Deed to any Finance Document or to any agreement or
document (under whatever name), shall, where applicable, be deemed to be
references to (i) such Finance Document or such other agreement or documents as
the same may have been, or may at any time be, extended, prolonged, amended,
restated, supplemented, renewed or novated, as persons may accede thereto as a
party or withdraw therefrom as a party in part or in whole or be released
thereunder in part or in whole, and as facilities and financial services are or
may at any time be granted, extended, prolonged, increased, reduced, cancelled,
withdrawn, amended, restated, supplemented, renewed or novated thereunder
including, without limitation, (a) any increase or reduction in any amount
available thereunder or any alteration of or addition to the purpose for which
any such amount, or increased or reduced amount may be used, (b) any facility
provided in substitution of or in addition to the facilities originally made
available thereunder, (c) any rescheduling of the indebtedness incurred
thereunder whether in isolation or in connection with any of the foregoing, and
(d) any combination of the foregoing and/or (ii) any document designated as
Finance Document by the Collateral Agent, and consequently, the rights of pledge
created under and pursuant to this Deed and any supplemental deed of pledge will
secure any additional amounts which are or may be made available or become
payable under the Finance Documents from time to time (including but not limited
to an increase of the Notes).

    1.2.2        Annex;
Clause

    Except as
otherwise specified, a reference in this Deed to an Annex or a Clause shall be
construed as a reference to such Annex to or Clause of this Deed.

    1.3           Unlawful Financial
Assistance

    No
obligations shall be included in the definition of "Secured Obligations" to the
extent that, if included, the security interest granted pursuant to this Deed or
any part thereof would be void as a result of a violation of the prohibition on
financial assistance as contained in Articles 2:98c and 2:207c Dutch Civil Code
or any other applicable financial assistance rules under any relevant
jurisdiction (the "Prohibition") and all provisions hereof will be construed
accordingly.  For the avoidance of doubt, this Deed will continue to
secure those obligations which, if included in the definition of "Secured
Obligations", would not constitute a violation of the
Prohibition.


    
      
         


      

      
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    1.4           Parallel Debt

    (a)           Notwithstanding
any other provision of this Agreement, each Pledgor hereby irrevocably and
unconditionally undertakes to pay to the Collateral Agent, as creditor in its
own right and not as representative of the other Finance Parties, sums equal to
and in the currency of each amount payable by such Pledgor to each of the
Finance Parties under or in connection with each of the Finance Documents equal
to the Principal Obligations as and when that amount falls due for payment under
the relevant Finance Document or would have fallen due but for any discharge
resulting from failure of another Finance Party to take appropriate steps, in
insolvency proceedings affecting that Pledgor, to preserve its entitlement to be
paid that amount.

    (b)           The
Collateral Agent shall have its own independent right to demand payment of the
amounts payable by each Pledgor under this Clause 1.4 of the Principal
Obligations, irrespective of any discharge of such Pledgor's obligation to pay
those amounts to the other Finance Parties resulting from failure by them to
take appropriate steps, in insolvency proceedings affecting that Pledgor, to
preserve their entitlement to be paid those amounts.

    (c)           Any
amount due and payable by the Pledgors to the Collateral Agent under this Clause
1.4 shall be decreased to the extent that the other Finance Parties have
received (and are able to retain) payment in full of the corresponding amount
under the other provisions of the Finance Documents and any amount due and
payable by the Pledgor to the other Finance Parties under those provisions shall
be decreased to the extent that the Collateral Agent has received (and is able
to retain) payment in full of the corresponding amount under this Clause
1.4.

    (d)           The
rights of the Finance Parties (other than the Collateral Agent) to receive
payment of amounts payable by an Pledgor under the Finance Documents are several
and are separate and independent from, and without prejudice to, the rights of
the Collateral Agent to receive payment under this Clause 1.4.

    (e)           Notwithstanding
the foregoing, any payment under the Finance Documents shall be made to the
relevant Finance Party as set out in the respective Finance Document, unless
expressly stated otherwise in that Finance Document (save for this Clause 1.4)
or unless the relevant Finance Party directs such payment to be made to the
Collateral Agent.

    1.5           Separate Agreements;
Counterparts

    1.5.1        This
Deed is entered into between the Pledgee on the one hand and each of the
Pledgors on the other hand for efficiency purposes.

    1.5.2        This
Deed shall be construed so as to constitute a separate pledge agreement between
each Pledgor on the one hand and the Pledgee on the other hand and if any such
separate agreement between one of the Pledgors and the Pledgee becomes invalid
or unenforceable, is terminated, rescinded, released, void, voidable, amended,
restated, renewed, novated, supplemented or otherwise affected, the Secured
Obligations of any Pledgor are satisfied or any of the rights of pledge created
thereby is ineffective, the foregoing shall to the fullest extent permitted by
law not affect the validity or enforceability of any of the other agreements
between the Pledgee on the one hand and each other separate Pledgor on the other
hand.


    
      
         


      

      
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    1.5.3        This
Deed may be executed in any number of counterparts and by way of facsimile
exchange of executed signature pages, all of which taken together shall
constitute one and the same deed.

    1.5.4        Once
this Deed has been executed by the Pledgee, the same will become effective
between the Pledgee on the one hand and each Pledgor who executes this Deed on
the other hand (and among such Pledgors which have at such time executed this
Deed), irrespective whether all Pledgors have at such time executed this
Deed.

    2.           
 UNDERTAKING TO PLEDGE AND
PARALLEL DEBT

    2.1           Undertaking to
Pledge

    Each
Pledgor hereby agrees with the Pledgee that it shall grant to the Pledgee a
right of pledge over its Security Assets, as security for the payment of the
Secured Obligations.

    2.2           Parallel Debt

    Pursuant
to the Parallel Debt the Pledgee has its own claim in respect of the payment
obligations of the Pledgors to the Finance Parties.  In connection
with the creation of the rights of pledge pursuant hereto, the Pledgors and the
Pledgee acknowledge that the Pledgee acts in its own name and not as
representative (vertegenwoordiger) of the
Finance Parties or any of them and consequently the Pledgee is the sole pledgee
under this Deed.

    3.            
PLEDGE AND VOTING
RIGHTS

    3.1           Pledge of Security
Assets

    3.1.1        To
secure the payment of the Secured Obligations each Pledgor hereby grants to the
Pledgee a disclosed right of pledge (“openbaar pandrecht”) over its
Security Assets, which rights of pledge are hereby accepted by the
Pledgee.

    3.1.2        If
and to the extent that at the time of the creation of this right of pledge, or
at any time hereafter, a Principal Obligation owed to the Pledgee is not validly
secured through the Parallel Debt, such Principal Obligation itself shall be a
Secured Obligation.

    3.1.3        In
order to perfect the right of pledge created pursuant to Clause 3.1.1, each
Pledgor hereby, to the extent required, notifies the Cooperative of the right of
pledge created hereby.

    3.1.4        The
Pledgee is entitled to present this Deed and any other document pursuant hereto
for registration to any office, registrar or governmental body in any
jurisdiction the Pledgee deems necessary or useful to protect its
interests.


    
      
         


      

      
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    3.2           Voting Rights

    3.2.1        Each
Pledgor hereby transfers the Voting Rights to the Pledgee under the condition
precedent (“opschortende
voorwaarde”) that an Enforcement Event occurs and notice thereof is given
by the Pledgee to the Cooperative and the Pledgors.

    3.2.2        Upon
the occurrence of an Enforcement Event and a notice thereof by the Pledgee to
the Cooperative and the Pledgor any and all rights of the Pledgor to exercise
the Voting Rights shall cease automatically (without prejudice to Clause
3.2.1).

    3.3           Collection

    The
Pledgee hereby authorises each Pledgor to collect and receive payment of its
Claims (as envisaged by Article 3:246-4 Dutch Civil Code). The Pledgee may
revoke this authorisation upon the occurrence of an Event of Default and the
authorisation shall automatically cease to exist upon the occurrence of an
Enforcement Event and notification thereof to the Pledgor and the
Cooperative.

    4.           
 REPRESENTATIONS,
WARRANTIES AND COVENANTS

    4.1           Representations and
Warranties

    Each
Pledgor hereby represents and warrants to the Pledgee that the following is true
and correct on the date hereof and will be true and correct on each date and
each time a Claim arises:

    (a)           it
is entitled to pledge the Security Assets as envisaged hereby;

    (b)           it
is not aware of any adverse claims against the Memberships or the
Claims;

    (c)           the
right of pledge created hereby over its Security Assets is a first ranking right
of pledge (“pandrecht eerste
in rang”), its Security Assets have not been encumbered with limited
rights (“beperkte
rechten”) or otherwise and no attachment (“beslag”) on its Security
Assets has been made;

    (d)           this
Deed constitutes a valid and binding agreement enforceable against the Pledgor
in accordance with its terms;

    (e)           its
Security Assets have not been transferred, encumbered or attached in advance,
nor has it agreed to a transfer or encumbrance in advance; and

    (f)            the
Cooperative has no other Members than the Pledgors.

    4.2           Covenants

    Each
Pledgor hereby covenants that it will:

    (a)           other
than as explicitly permitted under the terms of the other Finance Documents, not
release, settle or subordinate any Claims without the Pledgee’s prior written
consent;

    (b)           at
the Pledgee’s first request, promptly submit an up-to-date overview listing the
Claims in the form designated by the Pledgee, which may include a print-out
and/or an electronic data carrier containing the relevant data;


    
      
         


      

      
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    (c)           at
its own expense execute all documents, exercise any right, power or discretion
exercisable and do all such acts as the Pledgee may request for creating,
perfecting, protecting or enforcing the rights of pledge envisaged
hereby;

    (d)           not
pledge, otherwise encumber or transfer any of its Security Assets, whether or
not in advance, other than as envisaged hereby, or as explicitly permitted under
the terms of the other Finance Documents, or perform any act that may harm the
rights of the Pledgee, or permit to subsist any kind of encumbrance or
attachment over any of its Security Assets;

    (e)           immediately
inform the Pledgee of any event or circumstance which may be of importance to
the Pledgee for the preservation or exercise of the Pledgee’s rights pursuant
hereto and provide the Pledgee, upon its written request, with any other
information in relation to the (pledge of its) Security Assets as the Pledgee
may from time to time request;

    (f)  
         immediately inform in
writing persons such as a liquidator in bankruptcy (“curator”), an administrator
(“bewindvoerder”) in a
(preliminary) suspension of payment or persons making an attachment, of the
existence of the rights of pledge created pursuant hereto;

    (g)           not
resign as a Member or accept a resignation of its Membership without (i) prior
consultation and (ii) the prior written consent of the Pledgee;

    (h)           immediately
inform the Pledgee if new Members are admitted as a Member and procure that
these members will pledge their Membership and Claims to the Pledgee in a deed
in form and substance the same as this Deed; and

    (i)    
       to the extent that under foreign rules
of private international law, the creation of a security interest over the
Security Assets is governed by any law other than Dutch law, perform all such
acts as may be required to create, perfect, protect or enforce such security
interest, to the extent requested to do so by the Pledgee.

    5.       
     ENFORCEMENT

    5.1           Any
failure by a Pledgor to satisfy the Secured Obligations when due shall count as
a default (“verzuim”)
in the performance of the Secured Obligations, without any reminder letter
(“sommatie”) or notice
of default (“ingebrekestelling”) being
required.

    5.2           Upon
the occurrence of an Enforcement Event, the Pledgee may enforce its right of
pledge and take recourse against the proceeds thereof.

    5.3           The
Pledgors shall not be entitled to request the court to determine that their
Security Assets pledged pursuant hereto shall be sold in a manner deviating from
the provisions of Article 3:250 Dutch Civil Code.

    5.4           The
Pledgee shall not be obliged to give notice to any Pledgor of any intention to
sell the pledged Security Assets (as provided in Article 3:249 Dutch Civil Code)
or, if applicable, of the fact that it has sold the same Security Assets (as
provided in Article 3:252 Dutch Civil Code).


    
      
         


      

      
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    5.5           All
monies received or realised by the Pledgee in connection with the Security
Assets shall be applied by the Pledgee in accordance with the relevant
provisions of the Finance Documents, subject to the applicable mandatory
provisions of Dutch law.

    5.6           Without
prejudice to Clause 5.7 and 5.8 below, each of the Pledgors gives its
unconditional and irrevocable consent to a possible transfer of any Membership
(as defined in Article 4 jof the articles of association of the Cooperative),
including but not limited to Member Account and Member Reserve
Account  and voting rights, all of the foregoing pursuant to and in
accordance with this Deed. For the avoidance of doubt, no consent as set out in
article 20 of the Articles of Association will be required.

    5.7           Upon
the occurrence of an Enforcement Event, the Pledgee shall be entitled to the
fullest extent permitted by applicable law, without further notice (including
any notice referred to in Sections 3:249 or 3:252 of the Netherlands Civil
Code), advertisement, hearing or process of law of any kind, to sell and
transfer all or part of the Security Assets in accordance with Netherlands law,
and, where applicable, the Articles of Association including:

    5.7.1        a
sale of the Security Assets at a public auction in accordance with local custom
and conditions in accordance with Section 3:250 of the Netherlands Civil Code;
or

    5.7.2        an
application for a court order authorising the sale of the Security Assets in the
manner determined by the court, or authorising that the Security Assets remain
with the Pledgee in payment of such amount as will be determined by the court in
accordance with Section 3:251 of the Netherlands Civil Code (the corresponding
right to apply of the Pledgors is hereby excluded, and each Pledgor hereby
waives and agrees not to exercise its right to apply for such a court order,
which waiver is hereby accepted by the Pledgee).

    5.8           The
Pledgee shall also be irrevocably authorised, by each Pledgor, but shall not be
obliged, to do the following in the event of such a sale:

    5.8.1        to
seek the approval of the corporate body designated under the Articles of
Association as empowered to approve all proposed transfers of the
Memberships;

    5.8.2        to
cause notice of such sale of the Security Assets to be served, also on behalf
each Pledgor, upon the Cooperative in accordance with Netherlands law and the
Articles of Association;  and

    5.8.3        to
cause any of the Security Assets to be registered in the name of the new
owner(s) following the sale, to the extent required on behalf of each Pledgor,
and to perform all such acts and to sign all such documents as are necessary for
that purpose pursuant to Netherlands law or the provisions of the Articles of
Association.


    
      
         


      

      
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    6.      
      MISCELLANEOUS
PROVISIONS

    6.1           Waivers

    6.1.1        To
the fullest extent allowed by applicable law, each Pledgor waives (“doet afstand van”) any right
it may have of first requiring the Pledgee to proceed against or claim payment
from any other person or enforce any guarantee or security granted by any other
person before exercising its rights pursuant hereto.

    6.1.2        Each
Pledgor hereby irrevocably and unconditionally waives (“doet afstand van”) any rights
granted to the Pledgors under or pursuant to Dutch law from time to time which
aim at protecting grantors of security for the debts of third parties, including
any right it may have pursuant to Articles 3:233 and 6:139 Dutch Civil Code, to
the extent relevant.

    6.2           Evidence
of Indebtedness

    An
excerpt from the Pledgee's records shall serve as conclusive evidence (“dwingend bewijs”) of the
existence and the amounts of the Secured Obligations, subject to proof to the
contrary.

    6.3           Unenforceability

    Each
Pledgor and the Pledgee hereby agree that they will negotiate in good faith to
replace any provision hereof which may be held unenforceable with a provision
which is enforceable and which is as similar as possible in substance to the
unenforceable provision.

    6.4           Power of Attorney

    Each
Pledgor hereby grants an irrevocable power of attorney to the Pledgee
authorising the Pledgee to execute on its behalf all documents, to exercise any
rights and to perform all such acts and obligations on behalf of such Pledgor as
the Pledgee may deem necessary or useful in order to have the full benefit of
the rights (to be) granted to the Pledgee pursuant hereto, including (i) the
exercise of any ancillary rights (“nevenrechten”) as well as any
other rights it has in relation to the Security Assets and (ii) the performance
of obligations of such Pledgor hereunder, which authorisations permits the
Pledgee to (also) act as such Pledgor’s counterparty within the meaning of
Article 3:68 Dutch Civil Code.

    6.5           Nature

    To the
extent the pledge qualifies as security for the Secured Obligations of a third
party, the Pledgee shall not be required to include pledged or mortgaged
property of such third party in the enforcement sale or to sell such property
first. In such case Pledgor II is not entitled to claim back from the Pledgee
any costs incurred by it for the benefit of the Secured Obligations and shall
not be liable for any decrease in value of the pledged collateral. To the extent
applicable, the Pledgor II waives its rights under Section 3:234 Dutch Civil
Code, which waiver is hereby accepted by the Pledgee. The right of pledge is a
separate right of pledge on each Security Asset. The right of pledge shall be
first ranking and without prejudice to all other rights and remedies which the
Pledgee may have, the right of pledge, shall, where it cannot rank first, have
the highest possible ranking.


    
      
         


      

      
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    The
pledge is not of such personal nature and is not exclusively being attached to
the Pledgee. An assignment or transfer by the Pledgee of the Secured Obligations
in accordance with the Finance Documents would result in those rights and the
rights of pledge passing to that third party and not being exclusively attached
to the assignor or transferor.

    7.       
     POWER TO TRANSFER

    7.1           The
Pledgee is entitled to transfer all or part of its rights and/or obligations
pursuant hereto to any transferee which is a permitted successor Collateral
Agent in accordance with the terms of the Finance Documents and each Pledgor
hereby in advance gives its irrevocable consent to and hereby in advance
irrevocably co-operates with any such transfer (within the meaning of Articles
6:156 and 6:159 Dutch Civil Code).

    7.2           The
Pledgee is entitled to impart any information concerning the Pledgors or the
Security Assets to any (proposed) transferee.

    8.         
   TERMINATION

    8.1           Unless
terminated by operation of law, the Pledgee’s right of pledge created pursuant
hereto shall be in full force and effect vis-à-vis each Pledgor until it shall
have terminated, in part or in whole, as described in Clause 8.2
below.

    8.2           The
Pledgee will be entitled to terminate (“opzeggen”) by notice the
right of pledge created pursuant hereto, in part or in whole, in respect of all
or part of the Security Assets and/or all or part of the Secured Obligations. If
and insofar as the purported effect of any such termination would require a
waiver (“afstand van
recht”) by the Pledgee, such termination shall be construed accordingly
and each Pledgor hereby in advance agrees to such waiver.

    8.3           If
the Pledgee has determined that the Secured Obligations have been irrevocably
paid in full and that no new Secured Obligations can become outstanding, it
shall, upon the Pledgor's request, confirm that the Pledge has
terminated.

    9.           
 THE
COOPERATIVE

    9.1           By
signing this Deed the Cooperative:

    
      9.1.1       
acknowledges
the right of pledge created over the Security Assets and that these are capable
of being pledged;

    

    9.1.2        confirms
that it has been notified of the right of pledge created over the
Claims;


    
      
         


      

      
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    9.1.3        represents
and warrants that to the best of its knowledge and belief the representations
and warranties of the Pledgor made pursuant to Clauses  4.1 (b) and
4.1 (f) of this Deed are true and correct;

    9.1.4        represents
and warrants that this Deed constitutes a valid and binding agreement
enforceable against the Cooperative in accordance with its terms;

    9.1.5        shall
not terminate or cooperate with any termination of any Membership of any of the
Pledgors without (i) prior consultation and (ii) the prior written consent of
the Pledgee;

    9.1.6        shall
at its own expense execute all documents, exercise any right, power or
discretion exercisable and do all such acts as the Pledgee may request for
creating, perfecting, protecting or enforcing the rights of pledge envisaged
hereby;

    9.1.7        shall
immediately inform the Pledgee of any event or circumstance which may be of
importance to the Pledgee for the preservation or exercise of the Pledgee’s
rights pursuant hereto and provide the Pledgee, upon its written request, with
any other information in relation to the (pledge of its) Security Assets as the
Pledgee may from time to time request;

    9.1.8        immediately
inform the Pledgee if new Members are admitted as a Member and procure that
these members will pledge their Membership and Claims to the Pledgee in a deed
in form and substance the same as this Deed;

    9.1.9        shall
immediately inform in writing persons such as a liquidator in bankruptcy
(curator), an administrator (bewindvoerder) in a (preliminary) suspension of
payment or persons making an attachment, of the existence of the rights of
pledge created pursuant hereto; and

    9.1.10      shall
to the extent that under foreign rules of private international law, the
creation of a security interest over the Security Assets is governed by any law
other than Dutch law, perform all such acts as may be required to create,
perfect, protect or enforce such security interest, to the extent requested to
do so by the Pledgee.

    10.           GOVERNING LAW AND
JURISDICTION

    10.1         This
Deed is governed by and shall be interpreted in accordance with Dutch
law.  All disputes arising from or in connection with this Deed shall
be submitted to the competent court in Amsterdam, without prejudice to the
Pledgee’s right to submit any disputes to any other competent court in The
Netherlands or in any other jurisdiction.

    10.2         If
a party to this Deed is represented by (an) attorney(s) in connection with the
execution of this Deed or any agreement or document pursuant hereto, and the
relevant power of attorney is expressed to be governed by Dutch law, such choice
of law is hereby accepted by the other party, in accordance with Article 14 of
the Hague Convention on the Law Applicable to Agency of 14 March
1978.


    
      
         


      

      
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    The
appearing person is known to me, civil law notary.

    WITNESSED
THIS DEED, the original of which was drawn up and executed in Amsterdam on the
date first written above.

    Prior to
the execution of this deed, I, civil law notary, informed the appearing person
of the substance of the deed and gave him an explanation thereon, and
furthermore pointed out the consequences which will result for the party from
the contents of this deed.

    Subsequently,
the appearing person declared to have taken note of the contents of this deed
after timely being given the opportunity thereto and waived a full reading of
this deed.

    Immediately
after a limited reading, this deed was signed by the appearing person and me,
civil law notary.

    


    
      
        	 
      	
                /s/
      Nicole Corine van Smaalen,
      Esq.

              
	 
      	
                   
      Nicole Corine van Smaalen,
Esq.

              


      

    


    
      
         


      

      
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