Exhibit 10.57

                         TREZAC INTERNATIONAL CORPORATION
                  20509 MEETING STREET. BOCA RATON FLORIDA 33434
                      TEL (561) 558 9599 FAX (561) 892 0403

OFFICER, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND DIRECTOR AGREEMENT

           THIS AGREEMENT (THIS "AGREEMENT") IS ENTERED INTO BY AND
     BETWEEN TREZAC INTERNATIONAL CORPORATION, A TEXAS CORPORATION (THE
     "COMPANY") Paul R. Taylor ("Chairman and CEO "Chief Executive
     Officer") AS OF THE BELOW DATE.

     THIS AGREEMENT REPLACES AND SUPERCEDES ANY AND ALL PREVIOUS
     AGREEMENTS THAT PAUL R TAYLOR HAS WITH THE COMPANY.

           THE COMPANY AND PAUL TAYLOR ARE SOMETIMES REFERRED TO HEREIN
     INDIVIDUALLY AS A "PARTY" AND TOGETHER AS THE "PARTIES."

           WHEREAS, THE BOARD OF DIRECTORS WISHES TO CONTINUE TO HAVE
     PAUL TAYLOR SERVE AS THE EXECUTIVE CHAIRMAN OF THE BOARD AND CEO
     FOR THE COMPANY AND ITS SUBSIDIARIES UNDER THE TERMS AND CONDITIONS
     SET FORTH HEREIN; AND

           WHEREAS, PAUL TAYLOR DESIRES TO BE ENGAGED AS CHAIRMAN AND
     CEO FOR THE COMPANY UNDER THE TERMS AND CONDITIONS SET FORTH
     HEREIN.

           NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
     AGREEMENTS AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT
     AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE
     AS FOLLOWS:

     1) TERM.  THE COMPANY HEREBY ENGAGES PAUL TAYLOR AS ITS CEO AND
        CHAIRMAN TO THE COMPANY AND EACH OF ITS SUBSIDIARIES AND PAUL
        TAYLOR ACCEPTS SUCH ENGAGEMENT COMMENCING ON THE BELOW DATE AND
        CONTINUING FOR A TERM OF NOT LESS THAN TWO (2) YEARS THEREAFTER
        (THE "TERM").  THE TERM MAY BE EXTENDED BY THE WRITTEN AGREEMENT OF
        THE PARTIES ON MUTUALLY ACCEPTABLE TERMS AND CONDITIONS.

     Duties as Executive Chairman.

     DURING THE TERM, PAUL TAYLOR SHALL OVERSEE AND DIRECT ALL
     ACTIVITIES RELATED TO THE PUBLICLY-HELD STATUS OF THE COMPANY TO
     INCLUDE BUT NOT LIMITED TO OTHER DUTIES TYPICAL TO SUCH OFFICE:
     CAPITAL MARKETS DEVELOPMENT;
     SOURCING AND FUNDING BOTH DEBT AND EQUITY
     INSTITUTIONAL INVESTOR DEVELOPMENT
     INVESTOR RELATIONS/PUBLIC RELATIONS AND SPOKESPERSON TO BROKER AND
     INSTITUTIONAL MEETINGS AND SEMINARS;
     ANALYST COVERAGE DEVELOPMENT; AND
     FORMATION OF THE COMPANIES BOARD AND ALL FUNCTIONS OF THE BOARD
     PRIMARY LIAISON FOR ALL MERGER CANDIDATES
     STRATEGIC PLANNING WITH SUBSIDIARIES FOR GROWTH AND ACQUISITION.

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    2) SALARY /COMPENSATION /BONUS

         o   THE BASE ANNUAL SALARY OF $185,000 PER YEAR BY PAYMENT OF $185,000
             OF COMPENSATION IN CASH PAYABLE IN INSTALLMENTS ACCORDING TO THE
             COMPANY'S REGULAR PAYROLL SCHEDULE.
         o   TAYLOR SHALL HAVE IRREVOCABLE ELIGIBILITY FOR ANNUAL INCREASES OF
             THE BASE SALARY TO A MAXIMUM OF 10% PER YEAR, BUT NOT DECREASES, AT
             THE DISCRETION OF THE BOARD.
         o   TAYLOR'S ANNUAL BONUS IS EQUAL TO MAXIMUM OF 750% OF THE CHAIRMAN'S
             ANNUAL SALARY AT THE DISCRETION OF THE BOARD.  BONUS WILL BE PAID
             WITH 30 DAYS AFTER THE FILING OF ALL YEAR-END SEC FINANCIAL
             DOCUMENTS.  IN THE EVENT THAT TAYLOR'S CONTRACT SHOULD END PRIOR
             TO THE FILING DATES THE BONUS WILL BE DUE IN FULL 30 DAYS AFTER
             THE FILING OF ANY YEAR-END SEC FINANCIAL DOCUMENTS.
         o   THE COMPANY AGREES TO PAY TO TAYLOR WITH COMMON SHARES IN
             RESTRICTED STOCK UNDER SEC RULE 144, WHICH IS EQUAL TO 5.778%
             OF THE COMPANY UPON THE COMPLETED ACQUISITION BY THE COMPANY OF
             MILLAGRO SRL.
         o   THE COMPANY AGREES TO COMPENSATE TAYLOR WITH COMMON STOCK OR
             PREFERRED STOCK AS TAYLOR'S OPTION, UPON ANY SUBSEQUENT
             ACQUISITIONS TO A MAXIMUM OF 12% OF EACH ACQUISITION VALUE,
         o   IN THE EVENT THAT TAYLOR'S CONTRACT TERM ENDS BEFORE AN ESTABLISHED
             ACQUISITION(S) THAT HAS BEGUN, IS NOT YET CLOSED, TAYLOR WILL BE
             COMPENSATED FOR ANY ESTABLISHED ACQUISITION(S) IF AND WHEN THOSE
             ACQUISITIONS ARE COMPLETED BY THE COMPANY IN THE MANNER OF THIS
             CONTRACT.
         o   IN THE EVENT OF A BREACH OF THE SALARY OR BONUS AGREEMENT, THE
             COMPANY HAS 5 DAYS TO CURE, IF UNCURED AFTER 5 DAYS, TAYLOR'S MAY
             ELECT FROM THE FOLLOWING OPTIONS FOR A MAXIMUM OF 30 DAYS;

             o  TO ACCRUE SALARY AT A 25% PREMIUM,
             o  To accept fully vested options at a strike price equal to the
                market price of the Common Stock minus 30%.
             o  To accept non vested options at a strike price equal to the
                market price of the Common Stock minus 80%
             o  To accept Common stock, 144 restricted for one year, at a 80%
                discount to the previous 5 day average closing bid price prior
                to the cure date occurrence.

         Any Breach of salary or bonus agreement by the Company after the
         election will be considered a Breach of contract

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    3) BENEFITS

    HOLIDAYS.  TAYLOR WILL BE ENTITLED TO AT LEAST FOURTEEN (14) PAID HOLIDAY
    DAYS AND (15) PERSONAL DAYS EACH CALENDAR YEAR.

    COMPANY WILL NOTIFY TAYLOR ON OR ABOUT THE BEGINNING OF EACH CALENDAR YEAR
    WITH RESPECT TO THE HOLIDAY SCHEDULE FOR THE COMING YEAR.

    PERSONAL HOLIDAYS, IF ANY, WILL BE SCHEDULED IN ADVANCE SUBJECT TO
    REQUIREMENTS OF THE COMPANY.  SUCH HOLIDAYS MUST BE TAKEN DURING THE
    CALENDAR YEAR AND CANNOT BE CARRIED FORWARD INTO THE NETS YEAR.
    SICK LEAVE.  TAYLOR SHALL BE ENTITLED TO SICK LEAVE AND EMERGENCY LEAVE
    ACCORDING TO THE REGULAR POLICIES AND PROCEDURES OF THE COMPANY.
    ADDITIONAL SICK LEAVE OR EMERGENCY LEAVE OVER AND ABOVE PAID LEAVE PROVIDED
    BY THE COMPANY, IF ANY, SHALL BE UNPAID AND SHALL BE GRANTED AT THE
    DISCRETION OF THE BOARD OF DIRECTORS OF THE COMPANY.

    MEDICAL AND GROUP LIFE INSURANCE.  THE COMPANY AGREES TO INCLUDE TAYLOR,
    SPOUSE, PRESENT AND FUTURE CHILDREN IN THE GROUP MEDICAL, DENTAL, VISION
    AND HOSPITAL PLAN OF THE COMPANY AND PROVIDE LIFE INSURANCE FOR TAYLOR AT
    NO CHARGE TO TAYLOR IN THE AMOUNT OF A MINIMUM OF FIFTEEN TIMES THE ANNUAL
    SALARIED PLUS BONUS INCOME DURING THIS AGREEMENT.  TAYLOR SHALL BE
    RESPONSIBLE FOR PAYMENT OF ANY FEDERAL OR STATE INCOME TAX IMPOSED UPON
    THESE BENEFITS.

    D&O INSURANCE. THE COMPANY WILL PROVIDE D&O INSURANCE COMMENSURATE WITH
    $15,000,000 OF RISK WITH 120 DAYS OF CONTRACT.

    PENSION AND PROFIT SHARING PLANS.  TAYLOR SHALL BE ENTITLED TO PARTICIPATE
    IN ANY PENSION OR PROFIT SHARING PLAN OR OTHER TYPE OF PLAN ADOPTED BY THE
    COMPANY FOR THE BENEFIT OF ITS OFFICERS AND/OR REGULAR EMPLOYEES.

    EXPENSE REIMBURSEMENT.  TAYLOR SHALL BE ENTITLED TO REIMBURSEMENT FOR ALL
    REASONABLE EXPENSES, INCLUDING TRAVEL AND ENTERTAINMENT, INCURRED BY TAYLOR
    IN THE PERFORMANCE OF DUTIES.  TAYLOR WILL MAINTAIN RECORDS AND WRITTEN
    RECEIPTS AS REQUIRED BY THE COMPANY'S POLICY AND REASONABLY REQUESTED BY
    THE BOARD OF DIRECTORS TO SUBSTANTIATE SUCH EXPENSES.

    4. TERMINATION.

    A. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN THE EVENT TAYLOR
    INTENTIONALLY BREACHES A MATERIAL PROVISION OF THIS AGREEMENT (FOR PURPOSES
    HEREOF, THE COVENANTS IN SECTIONS 5, 6 AND 7 SHALL BE DEEMED TO BE MATERIAL
    PROVISIONS), THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
    BY GIVING TAYLOR 90-DAY WRITTEN NOTICE THEREOF (AND SUCH TERMINATION SHALL
    BE EFFECTIVE UPON THE 90TH DATE OF SUCH NOTICE).

    B. ON OR AFTER TERM OF CONTRACT, EITHER PARTY MAY TERMINATE THIS AGREEMENT
    AT ANY TIME BY GIVING WRITTEN NOTICE TO THE OTHER (AND SUCH TERMINATION
    SHALL BE EFFECTIVE THIRTY (30) BUSINESS DAYS AFTER THE DATE OF SUCH NOTICE,
    UNLESS OTHERWISE AGREED TO BY THE PARTIES).

    C. THE COMPANY'S RIGHT OF TERMINATION SHALL BE IN ADDITION TO AND SHALL NOT
    AFFECT ITS RIGHTS AND REMEDIES UNDER SECTIONS 5,6,7 AND 8 HEREOF, AND SUCH
    RIGHTS AND REMEDIES UNDER SUCH SECTIONS SHALL SURVIVE TERMINATION OF THIS
    AGREEMENT.

    D. IN THE EVENT OF TERMINATION OF THIS AGREEMENT PURSUANT TO THE TERMS
    HEREOF, TAYLOR SHALL HAVE THE RIGHT TO RECEIVE ALL REMAINING COMPENSATION
    FOR THE REMAINING LENGTH OF THE CONTRACT, EXCEPT FOR ANY PRO RATED AMOUNTS
    EARNED PRIOR TO SUCH TERMINATION, AND ALL RIGHTS OF TAYLOR TO RECEIVE
    COMPENSATION SHALL BE EFFECTIVE IN THEIR ENTIRETY THROUGH THE LIFE OF THE
    CONTRACT.

    E. IN THE EVENT OF TERMINATION FOR CAUSE OR NOT FOR CAUSE, ALL STOCK, OR
    STOCK OPTIONS HELD BY TAYLOR WILL BE DEEMED FULLY VESTED UNDER SEC RULE 144
    AND THE COMPANY WILL PROVIDE AN IMMEDIATE LEGAL OPINION AT THE COMPANY'S
    EXPENSE STATING SUCH 144 STOCK HELD BY TAYLOR IS FULLY VESTED, AND REMOVE
    ALL LEGENDS ACCORDINGLY.


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    5) BREACH OF CONTRACT
       THIS CONTRACT WILL BE CONSIDERED BREACHED IN THE FOLLOWING, BUT NOT
       LIMITED TO SITUATIONS:
           A. THE COMPANY DOES NOT COMPENSATE TAYLOR IN THE DISCLOSED
              TIME, MANNER AND AMOUNT DESCRIBED IN SECTION (2) ABOVE.
           B. THE COMPANY DOES NOT PROVIDE BENEFITS TO TAYLOR IN THE
              DISCLOSED TIME, MANNER AND AMOUNT DESCRIBED IN SECTION (3)
              ABOVE.
           C. THE COMPANY DOES NOT TERMINATE TAYLOR'S CONTRACT IN THE
              AGREED UPON MANNER AND TIME DESCRIBED IN SECTION (4) (A), (B)
              ABOVE.

    IN THE EVENT OF A BREACH OF THIS CONTRACT THE COMPANIES AGREES TO
    THE FOLLOWING:

         o   TO IMMEDIATELY PAY TAYLOR THE BALANCE OF TAYLOR'S CONTRACT IN
             CASH..
         o   ALL STOCK OPTIONS HELD BY TAYLOR WILL BE DEEMED FULLY VESTED
             UNDER SEC RULE 144 AND THE COMPANY WILL PROVIDE AN IMMEDIATE LEGAL
             OPINION AT THE COMPANY'S EXPENSE STATING SUCH 144 STOCK HELD BY
             TAYLOR IS FULLY VESTED, AND REMOVE ALL LEGENDS ACCORDINGLY.
         o   ALL BENEFITS AS PER SECTION (3) ABOVE WILL REMAIN IN FORCE FOR
             THE LENGTH OF TIME STATED IN CONTRACT BEFORE BREACH.
         o   THE COMPANY WILL COMPENSATE TAYLOR WITH AN ADDITIONAL SALARY
             AND BENEFITS FOR THE EIGHTEEN (18) MONTHS FOLLOWING THE BREACH AS
             JOB DISPLACEMENT.
         o   THE COMPANY WILL ASSUME ALL BUSINESS EXPENSES RELATED TO
             TAYLOR HAVING AN OFFICE AND /OR AN APARTMENT IN CHISINAU (OR OTHER
             MUNICIPAL AREA OF MOLDOVA), TO OPERATE TREZAC INTERNATIONAL CORP
             AND MILLAGRO .


    6) NON-COMPETITION AGREEMENTS.
       WITHOUT THE PRIOR CONSENT OF THE COMPANY, TAYLOR SHALL NOT, FOR A
       PERIOD EXTENDING FROM THE DATE HEREOF AND CONTINUING FOR SO LONG AS
       TAYLOR IS RECEIVING PAYMENTS FROM THE COMPANY FOR SERVICES PROVIDED
       HEREUNDER, DIRECTLY OR INDIRECTLY, BE EMPLOYED IN ANY CAPACITY BY,
       SERVE AS AN EMPLOYEE, AGENT, OFFICER OR DIRECTOR OF, SERVE AS
       ADVISOR TO, OR OTHERWISE PARTICIPATE IN THE MANAGEMENT OR OPERATION
       OF, ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY OF ANY KIND
       (COLLECTIVELY, A "PERSON") WHICH ENGAGES IN ANY FACET OF THE
       BUSINESS OF MOLDOVAN INDUSTRY.

    7) CONFIDENTIALITY.  TAYLOR SHALL NOT, AT ANY TIME, DIVULGE TO ANY
       PERSON (AS DEFINED IN SECTION6 ABOVE), OTHER THAN TO EMPLOYEES OF
       THE COMPANY AND ITS AFFILIATES WHO HAVE A NEED TO KNOW SUCH
       INFORMATION IN CONNECTION WITH THE PERFORMANCE OF THEIR DUTIES ON
       BEHALF OF THE COMPANY AND EXCEPT AS REQUIRED BY LAW, ANY
       CONFIDENTIAL, PROPRIETARY OR PRIVILEGED INFORMATION TO WHICH TAYLOR
       BECOMES PRIVY DURING THE TERM, INCLUDING, WITHOUT LIMITATION,
       INFORMATION RELATING TO THE FINANCIAL CONDITION, BUSINESS,
       OPERATIONS, OR METHOD OF BUSINESS OF THE COMPANY OR ITS AFFILIATES,
       CUSTOMER AND SUPPLIER INFORMATION, INDEPENDENT CONTRACTOR
       INFORMATION, KNOW-HOW, TRADE-SECRETS, PROCEDURES, LITIGATION OR
       OTHER CONFIDENTIAL INFORMATION REGARDING THE AFFAIRS OF THE
       COMPANY, OR ANY OF ITS OFFICERS, DIRECTORS, STOCKHOLDERS,
       SUBSIDIARIES, AFFILIATES, CUSTOMERS OR SUPPLIERS ("CONFIDENTIAL
       INFORMATION").

       CONFIDENTIAL INFORMATION DOES NOT INCLUDE ANY INFORMATION THAT (I)
       IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A
       RESULT OF A DISCLOSURE BY TAYLOR OR ANYONE TO WHOM TAYLOR TRANSMITS
       THE CONFIDENTIAL INFORMATION IN ACCORDANCE WITH THIS AGREEMENT, OR
       (II) BECOMES AVAILABLE TO TAYLOR ON A NON-CONFIDENTIAL BASIS FROM A
       SOURCE OTHER THAN THE COMPANY OR ITS AFFILIATES.

    8) NO SOLICITATION OF EMPLOYEES.  TAYLOR SHALL NOT, FOR A PERIOD
       EXTENDING FROM THE DATE HEREOF AND CONTINUING FOR SO LONG AS TAYLOR
       IS RECEIVING PAYMENTS FROM THE COMPANY FOR SERVICES PROVIDED
       HEREUNDER, DIRECTLY OR INDIRECTLY, SOLICIT, INTERFERE WITH, EMPLOY
       OR RETAIN IN ANY OTHER CAPACITY ANY EMPLOYEE OF THE COMPANY OR ANY
       OF ITS AFFILIATES, NOR PERMIT, ENCOURAGE OR ALLOW ANY ENTITY IN
       WHICH THE TAYLOR OWNS, DIRECTLY OR INDIRECTLY, MORE THAN A 5%
       EQUITY OR PROPRIETARY INTEREST OR THE RIGHT OR OPTION, LEGALLY OR
       BENEFICIALLY, DIRECTLY OR INDIRECTLY, TO ACQUIRE OR OWN ANY STOCK
       OR OTHER PROPRIETARY OR EQUITY INTEREST, TO SOLICIT, INTERFERE
       WITH, EMPLOY OR RETAIN IN ANY OTHER CAPACITY ANY EMPLOYEE OF THE
       COMPANY OR ANY OF ITS AFFILIATES.

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    9) REMEDIES.  TAYLOR ACKNOWLEDGES AND AGREES THAT (A) THE COVENANTS
       CONTAINED IN SECTIONS 6, 7 AND 8 HEREOF ARE REASONABLE IN CONTENT AND
       SCOPE, ARE ENTERED INTO BY TAYLOR IN PARTIAL CONSIDERATION FOR THE
       COMPENSATION TO BE PAID TO TAYLOR HEREUNDER AND ARE A NECESSARY AND
       MATERIAL INDUCEMENT TO THE COMPANY TO GO FORWARD WITH THE ENGAGEMENT
       CONTEMPLATED BY THIS AGREEMENT, AND (B) THE SERVICES AND AGREEMENTS TO
       BE PERFORMED HEREUNDER BY TAYLOR ARE OF A UNIQUE, SPECIAL AND
       EXTRAORDINARY CHARACTER, AND THAT A BREACH BY TAYLOR  OF ANY COVENANTS
       CONTAINED IN SECTIONS 6, 7 AND 8 ABOVE WOULD RESULT IN IRREPARABLE
       DAMAGE TO THE COMPANY AND ITS AFFILIATES WHICH MAY BE UNASCERTAINABLE.
       ACCORDINGLY, TAYLOR AGREES THAT, IN THE EVENT OF ANY BREACH OR
       THREATENED BREACH OF ANY OF THE COVENANTS CONTAINED IN SECTIONS 6, 7
       AND 8, THE COMPANY AND ITS AFFILIATES SHALL BE ENTITLED, IN ADDITION
       TO MONEY DAMAGES AND REASONABLE ATTORNEYS' FEES AND THE RIGHT, IN THE
       COMPANY'S SOLE AND ABSOLUTE DISCRETION, TO TERMINATE THIS AGREEMENT,
       TO SEEK AN INJUNCTION OR OTHER APPROPRIATE EQUITABLE RELIEF TO PREVENT
       SUCH BREACH OR ANY CONTINUATION THEREOF IN ANY COURT OF COMPETENT
       JURISDICTION.

   10) INDEMNIFICATION.  THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS
       TAYLOR FROM AND AGAINST ANY CLAIMS, JUDGMENTS, LIABILITIES,
       OBLIGATIONS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) AND
       COSTS INCURRED BY PAUL TAYLOR THAT ARISE FROM THE PERFORMANCE BY
       TAYLOR OF SERVICES FOR THE COMPANY IN ACCORDANCE WITH THE TERMS
       HEREOF, TO THE EXTENT THAT (I) TAYLOR ACTED IN GOOD FAITH AND IN A
       MANNER WHICH TAYLOR REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED
       TO, THE BEST INTERESTS OF THE COMPANY, AND (II) WITH RESPECT TO ANY
       CRIMINAL PROCEEDING, TAYLOR  HAD NO REASONABLE CAUSE TO BELIEVE THE
       CONDUCT WAS UNLAWFUL.


   11) NOTICES.  ALL NOTICES OR OTHER COMMUNICATIONS IN CONNECTION
       WITH THIS AGREEMENT SHALL BE IN WRITING AND MAY BE GIVEN BY
       PERSONAL DELIVERY OR MAILED, CERTIFIED MAIL, RETURN RECEIPT
       REQUESTED, POSTAGE PREPAID OR BY A NATIONALLY RECOGNIZED OVERNIGHT
       COURIER TO THE PARTIES AT THE ADDRESSES SET FORTH BELOW (OR AT SUCH
       OTHER ADDRESS AS ONE PARTY MAY SPECIFY IN A NOTICE TO THE OTHER
       PARTY):

            PAUL TAYLOR
            20509 MEETING STREET
            BOCA RATON FL 33434

   12) GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
       CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS
       WELL AS THE LAWS AND RIGHTS PERMITTED TO ALL UK AND EUROPEAN
       CITIZENS PRESENT IN THE REPUBLIC OF MOLDOVA.

   13) ATTORNEYS' FEES.  THE PARTIES AGREE THAT, IF ANY ACTION IS
       INSTITUTED TO ENFORCE THIS AGREEMENT, THE PARTY NOT PREVAILING
       SHALL PAY TO THE PREVAILING PARTY ALL COSTS AND EXPENSES, INCLUDING
       REASONABLE ATTORNEYS' FEES, INCURRED BY SUCH PREVAILING PARTY IN
       CONNECTION WITH SUCH ACTION.  IF BOTH PARTIES PREVAIL IN PART IN
       SUCH ACTION, THE COURT OR ARBITRATOR(S) SHALL ALLOCATE THE
       FINANCIAL RESPONSIBILITY FOR SUCH COSTS AND EXPENSES.

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14) ENTIRE AGREEMENT; AMENDMENTS.  THIS AGREEMENT REPRESENTS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS ADDRESSED HEREIN AND
SUPERSEDES ALL PRIOR NEGOTIATIONS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE
PARTIES, EITHER WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF.  THIS AGREEMENT
MAY NOT BE AMENDED, MODIFIED, ALTERED OR RESCINDED EXCEPT UPON A WRITTEN
INSTRUMENT DESIGNATED AS AN AMENDMENT TO THIS AGREEMENT AND EXECUTED BY BOTH
PARTIES HERETO.

             15) SEVERABILITY.  IF ANY PROVISION OF THIS AGREEMENT, OR PART
             THEREOF, IS HELD INVALID, VOID OR VOIDABLE AS AGAINST PUBLIC
             POLICY OR OTHERWISE, THE INVALIDITY SHALL NOT AFFECT OTHER
             PROVISIONS, OR PARTS THEREOF, WHICH MAY BE GIVEN EFFECT WITHOUT
             THE INVALID PROVISION OR PART.  IF ANY PROVISIONS OF THIS
             AGREEMENT SHALL BE HELD TO BE EXCESSIVELY BROAD AS TO DURATION,
             GEOGRAPHICAL SCOPE, ACTIVITY OR SUBJECT, SUCH PROVISIONS SHALL BE
             CONSTRUED BY LIMITING OR REDUCING THE SAME SO AS TO RENDER SUCH
             PROVISION ENFORCEABLE TO THE EXTENT COMPATIBLE WITH APPLICABLE
             LAW.

             16) WAIVER.  FAILURE ON THE PART OF THE COMPANY TO EXERCISE ANY
             RIGHT OR OPTION ARISING OUT OF A BREACH OF THIS AGREEMENT SHALL
             NOT BE DEEMED A WAIVER OF ANY RIGHT OR OPTION WITH RESPECT TO
             SUBSEQUENT OR DIFFERENT BREACH, OR THE CONTINUATION OF ANY
             EXISTING BREACH.

             17) COUNTERPARTS; TELECOPY SIGNATURES.  THIS AGREEMENT MAY BE
             EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE
             DEEMED AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL
             CONSTITUTE ONE AND THE SAME AGREEMENT.  SIGNATURES MAY BE
             TELECOPY AND THE ORIGINALS SHALL BE EXCHANGED BY OVERNIGHT MAIL.
             EACH OF THE PARTIES AGREES THAT IT WILL BE BOUND BY IT TELECOPY
             SIGNATURE AND THAT IT ACCEPTS THE TELECOPY SIGNATURE OF THE OTHER
             PARTY.


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
date first above written.


By ________________
Paul Taylor
Date: Wednesday, May 15, 2003
                                                 _____________________________
                                                       Esper Gullatt Jr.
                                                 Date  Wednesday, May 15, 2003


On Behalf of Millagro SRL
Date :

Iurie Bordian ______________/S/__________

Constantin Volnitchii __________/S/________

Ruslan Romanciuc ________/S/____________


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