December
6, 2007





Emco
      Corporation Inc., S.A
              Office
      2-A, Second Floor, Proconsa II Building
              Ricardo
      Arias Street, Campo Alegre Urbanization
              Corregimiento
      of Bella Vista
              District
      of Panama
              Republic
      of Panama
            Minanca
      Minera Nanguipa, Compania Anonima
              October
      the 9th
      Street & Esmeraldas Intersection, Finansur Building No 1911, Fifteenth
      Floor, Office 2
              Canton
      of Guayaquil, City of Guayaquil
              Province
      of Guayas
              Republic
      of EcuadorBy
      email: vincecarrano@yahoo.com





Dear
Sirs





ACQUISITION
OF 80% INTEREST IN MINANCA MINERA NANGUIPA, COMPANIA ANONIMA
(“MINANCA”)





In June
2006, De Beira Goldfields Inc (“De Beira”) and Emco Corporation Inc., S.A
(“Emco”) entered into an agreement under the terms of which De Beira agreed to
buy and Emco agreed to sell an 80% interest in the capital of
Minanca.





In the
same agreement, De Beira agreed to provide loan funding of US$7.1 million to
Minanca for the purposes of mineral exploration and mine
development.  Subsequently, De Beira advanced US$7.1 million in loan
funds to Minanca.  In or around March 2007, Minanca repaid US$1
million to De Beira from the proceeds of bullion sales, leaving an outstanding
loan balance of US$6.1 million.





I refer
to recent discussions between the undersigned and your Mr Carrano in relation to
De Beira’s proposed acquisition of an 80% interest in the share capital of
Minanca.  De Beira, after exhaustive consideration, has concluded that
it is presently not in its best interests to settle the acquisition of the 80%
interest in Minanca.  Consequently, De Beira is prepared to relinquish
its right to acquire 80% of Minanca from Emco.  The parties therefore
hereby agree to rescind the purchase agreement.  Both De Beira and
Emco further confirm that neither party has any further rights or unsettled
obligations in relation to the sale and purchase of the 80%
interest.





Minanca
however remains indebted to De Beira for an amount of US$6.1 million and both
Minanca and Emco hereby confirm that this balance remains owing in favour of De
Beira.  De Beira continues to have security rights over the assets of
Minanca in respect of the outstanding loan and has the right to take a mortgage
over the assets of Minanca.





Minanca
hereby agrees to repay the loan balance as follows:


(i)
            payment
      of US$250,000 to De Beira by close of business on Friday, December 14,
      2007;


(ii)
            payment
      of US$1,750,000 to De Beira within 21 days of the execution of this letter
      agreement; and


(iii)
            payment
      of the remainder of the loan balance in accordance with the provisions of
      the June 2006 agreement (which provided for loan repayment from cash surpluses from the sale of
      mineral products) or as otherwise agreed between the
      parties.





Emco
guarantees the loan repayment obligations of Minanca.




De
Beira’s director and President and the undersigned have agreed to appoint two
new directors to the Board of De Beira.  These directors shall be
introduced to De Beira by Mr Carrano and at that stage the present director and
President of De Beira shall resign, together with any other officers of De Beira
that the new directors identify for resignation purposes.





Mr
Carrano has also indicated that he is willing to introduce De Beira to an
advanced tungsten project in USA, which may be suitable for acquisition by De
Beira.








Yours
faithfully





/s/
Klaus Eckhof





Klaus
Eckhof


Chairman











On behalf
of Emco Corporation Inc., S.A and Minanca Minera Nanguipa, Compania Anonima I hereby
accept the terms of this letter agreement.














/s/ Authorized Signatory











Date:
December 9th, 2007