Exhibit 10.21

Agreement  made  this  5th  day of  April,  2004  between  TRANS  INDIES  REALTY
INVESTMENT  CORPORATION,  a corporation organized and created under the existing
laws of  Puerto  Rico,  hereafter  referred  to as TIRI,  and  Delta  Developers
Corporation, hereafter referred to as Developer, the sole proprietors of "Brisas
del  Atlantico",  hereafter  referred  to  as  Project,  a  housing  development
projected to build approximately three hundred homes located in the municipality
of Aguadilla. In consideration of the efforts described herewith it is agreed by
the  Developer  to give TIRI the  exclusive  right to sell the herein  mentioned
Project.

It is  expected  by all  parties  that the  Project  will be  ready to  commence
delivery of the individual housing units in approximately twelve months from the
date of the signing his contract.

In  consideration  of the exclusive  right of TIRI to undertake the sale of this
Project, TIRI agrees to the following:

      A)    TIRI shall adequately staff the sales office with personnel selected
            by TIRI at its sole cost and expense.  The  Developer  shall advance
            TIRI from future  commission a monthly  payment of one thousand five
            hundred dollars  ($1,500) to cover part of the  operational  cost of
            sales office.  This advance on future sales  commission  shall begin
            when the sales office is ready to start sales  operation or when the
            Developer  decides that TIRI shall commence sales operation from any
            location.  This cost to be included by the  Developer as part of the
            operational expense requested within the construction loan.

      B)    The office hours shall be established by the Developer and TIRI, and
            may be changed by mutual agreement to accommodate  changing needs of
            our clients.

      C)    TIRI will furnish the Developer  with a written weekly report of the
            sales activity of the previous week,  and any such  information  and
            data as the  Developer  may  reasonably  request  from  time to time
            during the term thereof.

      D)    TIRI will also supply the Developer,  periodic  statistical  data on
            our purchasers and potential purchasers that visit our sales office.
            Minimum data to be reported to include: name, township,  labor force
            profile, income and sources, acquisition capability, marital status,
            children  and ages,  others in  household,  special  needs  persons,
            number of automobiles, etc.

      E)    TIRI  will  make  no   representation  or  guarantees  to  potential
            purchasers unless such information is authorized by the Developer in
            writing and presented to TIRI.

      F)    TIRI will design an  advertising  campaign  utilizing its network of
            marketing  tools  such as:  TIRI's  television  and  radio  program,
            internet page linked to GMAC,  multiple listings,  classifies in San
            Juan Star and "El Nuevo Dia",  our six regional  offices and our two
            hundred sales  associates.  Any partial or complete  page  newspaper
            advertisement  will be at the request of the  Developer and the cost
            will be at the expense of the Developer.

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      G)    TIRI will provide all the  assistance  required in the processing of
            the financing for the sales  generated and will  cooperate  with the
            lender  bank  chosen by the  Developer.  TIRI shall  perform all the
            necessary procedures to accelerate the closing process.

      H)    TIRI shall  participate as part of the consulting  team planning and
            evaluating related to the Project.

      I)    TIRI will be  responsible  for the  preparation  and  submission  of
            monthly sales reports required by DACO.

      J)    TIRI  will be  responsible  for  the  administration  of the  Escrow
            account as related  to sales  option  deposits  and  refunds  due to
            cancellation  or  declination  of  financing.  The  Developer  shall
            establish the Escrow account under the corporation  that governs the
            Project  and  shall  be  responsible  for all  other  administrative
            activities related to the Escrow account.

      K)    The Developer will supply an office fully  furnished and equipped to
            function  as sales  office.  TIRI will supply the  personnel  and be
            responsible for the operation.

      L)    The  Developer  agrees to notify TIRI in writing of any  information
            that would affect the rights of purchaser and or any legal  problems
            that  affect  the  property  as  quickly  as when it is known by the
            Developer.

      M)    The Developer  agrees to provide TIRI with a full description of the
            offer to be made to the  purchasers  including  amenities  that form
            part of the Project.

      N)    The Developer agrees to provide TIRI with a complete copy of all the
            architectural  drawings and plans approved by ARPE to be kept in the
            sales  office as required by law and for the  inspection  of any and
            all purchasers.

      O)    TIRI will coordinate the purchaser's  first and second inspection of
            the housing units with the person the Developer  designates prior to
            the closings.

      P)    The Developer  agrees provide TIRI with all the necessary  documents
            and information  necessary for the closing to take place.  TIRI will
            attend all the closings as the  representative  sales  associate and
            can also represent the Developer if so designated,

      Q)    It is understood by TIRI that this being a new type of  construction
            product  unknown  by the  general  public  in Puerto  Rico,  special
            mention  should  be  given  in  the  Matrix  Deed  of  this  Project
            restricting and instructing the purchasers in the way they construct
            addition to the property,

      R)    It is  understood  by TIRI that these  housing  units shall be built
            with the intention of being sold under the Subsidies Housing Law 124
            for persons that  qualify  under the  regulations  set forth by this
            law.

      S)    This  contract  shall be for a period of two years  from the date of
            its execution and shall be extended for an additional two year if so
            required for the sales of the housing units to be completed.

This contract is  transferable  only with TIRI's  written  consent and revocable
with sixty (60) days notice for non-performance by either party.

FEES:

The  commission  advances  made to TIRI shall be deducted from the closings once
the closings  commence at the rate of fifty  percent to repay the  Developer and
fifty percent to TIRI until full payment is completed.

In the event a deposit is forfeited, one half (1/2) of said deposit will be paid
to the Developer and on half (1/2) will be paid to TIRI for liquidating damages,
not to exceed the commission amount that would normally have been due TIRI.

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In the  event a deposit  has to be  returned  by virtue of the laws that  govern
these  transactions,  it is agreed by both  parties that said  deposits  will be
refunded.

An Escrow  account will be opened by the Developer in a bank of the  Developer's
choice,  in accordance with the laws of the Department of Consumer Affairs (DACO
- Departamento de Asuntos del Consumidor).

In the event that any client that TIRI  registered as their  client,  during the
term of this contract and any  extension  thereof,  buys the property  after the
termination of this contract, TIRI will be protected and due the full commission
fee for a period of six (6) months thereafter.  In the event that option holders
close  after  the  termination  of this  contract,  TIRI  will  be due the  full
commission fee whenever this clients close.

The commission fee per housing unit sold will be one percent (1%) of the selling
price to be paid by the Developer to TIRI.

The Developer understands that this agreement does not mean that TIRI guarantees
the sales of these properties, but that TIRI will make an earnest effort to sell
all the housing units within this Project that are for sale.

This  contract is for a period of three years from the date of its  execution by
both parties and may be extended  for an  additional  year if the project  sales
were to require additional time to complete the sales of all the housing units.

Nothing within this contract  incorrectly stated or contrary to the law by which
it is governed  shall prevail and shall not cancel the  remaining  parts of this
contract.

Nothing within this contract shall be interpreted as a release or limitation, by
any of the parties included in this contract of their rights, in accordance with
the Civil Code of Puerto Rico or any other law.

This  contract  signed on this 5th day of April,  2004 is subject to the laws of
the Commonwealth of Puerto Rico.


/S/ Gisela Castro                   Gisela Castro, President
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Trans Indies Realty and Investment Corporation (TIRI)


/S/ John Latza                      John Latza, President
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Delta Developers Corporation