Exhibit 10.29

    
      
        	 
      	 	 	 	 
      	 	 	 	 	 	 	 	
                FX
      rate =

              	 	 
      	 	 	 	 	 	 
	
                QUALYTEXTIL
      SA - reconciliation of Brazilian GAAP to US GAAP

              	 	 	 	 	 	 	 	 	1.94720	 	
                (g)

              	 	 	 	 	 	 
	
                Statement
      of Profit and Loss for the year ended December 31, 2007

              	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 
	 
      	 	
                Brazilian
      GAAP 

              	
                 

              	 	
                Reclass-

              	 	 	
                As

              	 	 	
                Translated

              	 	 
      	 	
                Adjustments

              	 	 	
                US
      GAAP

              	 
	 
      	 	
                per
      Audit

              	 	
                Notes

              	 	
                ifications

              	 	 	
                reclassified

              	 	 	
                to
      USD

              	 	
                Notes

              	 	
                in
      USD

              	 	 	
                in
      USD

              	 
	 
      	 	
                report
      in BRL

              	 	 
      	 	 	 	 	
                in
      BRL

              	 	 	 	 	 	 
      	 	 	 	 	 	 
	 
      	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 
	
                Gross
      Income

              	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 
	 
      	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 
	
                Gross
      sales

              	 	 	22,104,656	 	 
      	 	 	 	 	 	22,104,656	 	 	 	 	 	 
      	 	 	 	 	 	 
	
                Cancellation
      and taxes on sales

              	 	 	(5,517,669	)	 
      	 	 	 	 	 	(5,517,669	)	 	 	 	 	 
      	 	 	 	 	 	 
	
                Net
      sales

              	 	 	16,586,987	 	 
      	 	 	0	 	 	 	16,586,987	 	 	 	8,518,379	 	 
      	 	 	0	 	 	 	8,518,379	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Cost
      of sales

              	 	 	8,750,612	 	 
      	 	 	 	 	 	 	8,750,612	 	 	 	4,493,946	 	
                 (f)

              	 	 	(169,642	)	 	 	4,324,304	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Gross
      profit

              	 	 	7,836,375	 	 
      	 	 	0	 	 	 	7,836,375	 	 	 	4,024,433	 	 
      	 	 	169,642	 	 	 	4,194,075	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Operating
      expenses (income):

              	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                   General
      and administrative expenses

              	 	 	2,193,850	 	
                (a)

              	 	 	27,344	 	 	 	2,221,194	 	 	 	1,140,712	 	
                 (e)

              	 	 	215,174	 	 	 	1,355,886	 
	
                Selling
      expenses

              	 	 	2,785,569	 	 
      	 	 	 	 	 	 	2,785,569	 	 	 	1,430,551	 	 
      	 	 	 	 	 	 	1,430,551	 
	
                Net
      financial

              	 	 	667,297	 	
                (b)

              	 	 	(1,320,714	)	 	 	(653,417	)	 	 	(335,567	)	
                 (c
      )

              	 	 	335,567	 	 	 	0	 
	
                Depreciation

              	 	 	117,405	 	 
      	 	 	 	 	 	 	117,405	 	 	 	60,294	 	 
      	 	 	 	 	 	 	60,294	 
	
                 
      Other (income) expense

              	 	 	27,344	 	
                (a)

              	 	 	(27,344	)	 	 	0	 	 	 	 	 	 
      	 	 	 	 	 	 	0	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Operating
      result

              	 	 	2,044,910	 	 
      	 	 	1,320,714	 	 	 	3,365,624	 	 	 	1,728,443	 	 
      	 	 	(381,099	)	 	 	1,347,344	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Interest
      expense

              	 	 	 	 	
                (b)

              	 	 	(1,325,238	)	 	 	(1,325,238	)	 	 	(680,586	)	 
      	 	 	 	 	 	 	(680,586	)
	
                Interest
      income

              	 	 	 	 	
                (b)

              	 	 	4,524	 	 	 	4,524	 	 	 	2,323	 	 
      	 	 	 	 	 	 	2,323	 
	
                Non
      operating other income / expense

              	 	 	27,564	 	 
      	 	 	 	 	 	 	27,564	 	 	 	14,155	 	 
      	 	 	 	 	 	 	14,155	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Profit
      (loss) for the year before income tax and social
    contribution

              	 	 	2,072,474	 	 
      	 	 	0	 	 	 	2,072,474	 	 	 	1,064,335	 	 
      	 	 	(381,099	)	 	 	683,236	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Provision
      for income tax and social contribution

              	 	 	470,417	 	 
      	 	 	 	 	 	 	470,417	 	 	 	241,586	 	
                 (d)

              	 	 	(137,393	)	 	 	104,193	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 
	
                Profit
      (loss) for the year

              	 	 	1,602,057	 	 
      	 	 	0	 	 	 	1,602,057	 	 	$	822,749	 	 
      	 	$	(243,706	)	 	$	579,043	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
10.29

      


      NOTES TO: QUALYTEXTIL
SA - Reconciliation of Brazilian GAAP to US
GAAP

      Year
ended December 31, 2007

      
        
          	
                  (a)
      Reclassify provison for bad debt allowance to administrative
      expense

                	 
      	 
      	 
      	 
      
	
                  (b)
      Reclassify interest expense and interest income out of "net financial"
      Under Brazilian GAAP, the category "net financial" includes interest
      expense and interest income and government incentives on VAT
      taxes.

                	 
      	 
      	 
      
	
                  (c)
      Not used

                	 
      	 
      	 
      	 
      
	
                  (d)
      Government income tax incentives classified as capital contribution for
      Brazilian GAAP

                	 
      	 
      	
                  (176,037)

                
	
                  Adjust
      tax accrual to 15.25% of final US GAAP pretax income

                	 
      	 
      	 
      	
                  38,644

                
	
                    net
      tax adjustment

                	 
      	 
      	
                  (d)

                	
                  (137,393)

                
	
                  (e)
      Net adjustment to administrative expenses

                	 
      	 
      	 
      	 
      
	
                  Legal
      fees not accrued under Brazilian GAAP

                	 
      	 
      	 
      	
                  58,933

                
	
                  Management
      compensation not accrued under brazilian GAAP

                	 
      	 
      	 
      	
                  107,266

                
	
                  Misc.
      labor accrual

                	 
      	 
      	 
      	
                  5,646

                
	
                  Installment
      plan taxes not accrued - outsourcing sales contractor

                	 
      	 
      	 
      	
                  4,623

                
	
                  Installment
      plan taxes not accrued - outsourcing labor contractor

                	 
      	 
      	 
      	
                  15,776

                
	
                  Outsourcing
      labor contractor invoices recorded one month in arrears - accrue December
      2007

                	 
      	
                  22,930

                
	
                  (e)
      Net adjustment to administrative expenses

                	 
      	 
      	(e)	
                  215,174

                
	
                  (f)
      Net adjustment to cost of goods sold

                	 
      	 
      	 
      	 
      
	
                  inventory
      reserve not recorded under Brazilian GAAP - slow moving raw
      material

                	 
      	 
      	
                  73,367

                
	
                  inventory
      reserve not recorded under Brazilian GAAP - reserve for rework returned
      finished goods

                	 
      	
                  29,295

                
	
                  reclassify
      a government VAT tax incentive (ICMS) as a reduction of cost of goods
      sold

                	 
      	 
      	
                  (335,567)

                
	
                  Outsourcing
      labor contractor invoices recorded one month in arrears - accrue December
      2007

                	 
      	
                  48,106

                
	
                  Installment
      plan taxes not accrued - outsourcing labor contractor

                	 
      	 
      	 
      	
                  15,157

                
	
                  (f)
      Net translation of the adjustment to cost of goods sold from BRL into
      USD

                	 
      	 
      	
                  (f)

                	
                  (169,642)

                
	
                  (g)
      The 2007 statement of profit and loss has been derived from the internally
      generated monthly financial statements. These financial statements have
      been translated using the rate applicable to each month. The exchange rate
      of $1.94720 represents a weighted average of the monthly rates
      used.