Exhibit 10.2.2 - English translated version of Portuguese document

                          MEMORANDUM OF UNDERSTANDING

By this present Agreement entered into by, on the one side, Supply Consult, a
company with its Head Office in Germany at Karolinen Platz 5, 80333, Muenchen,
hereinafter referred to as "SUPPLY", in this act represented by its Director
General, Hans W. Biener, bearing the passport no. 3208063701 issued by the
Federal Republic of Germany, and on the other side, lvaro da Silva Souza,
Brazilian, single, prospector, bearing the Identity Card No. RG 75528 issued by
SSP-RO, and duly enrolled in the Individual Taxpayer's Register under no. CIC
414.532.112-72, and Galdino Antonio da Silva Luz, Brazilian, married, aeronaut
and miner prospector, thus legally established, born in Porto Alegre, RS,
bearing the Identity Card No. RG 177562 issued by SSP-RR, and duly enrolled in
the Individual Taxpayer's Register under no. CPF 161.023.550-91, and also
holding a power of attorney for the above-mentioned prospector, both with
address at Av. Dr. Hugo de Mendon a, n degree 420, Caixa Postal 034 - Bairro
Centro, in the city of Itaituba, state of Para, Postal Code CEP 68181-970,
hereinafter referred to as "GARIMPEIROS", and collectively referred to as
"CONTRACTING PARTIES", and the representative of each side hereinafter referred
to jointly as Counterparts.

OBJECT: Hereinafter named GARIMPO, as detailed in ANNEX A of this instrument,
this object is made up of 2 (two) blocks of area with distinct titles, which,
after an appraisal of the geological potential by and being of interest to
SUPPLY, will result in a business transaction, following the terms and
conditions as specified in item 2 below:

ANNEX A - BLOCK I - referring to Garimpo Novo Porto in the name of
Alvaro da Silva Souza

- Applications for Mine Permission according to the list below:
DNPMs 852875/94-Area-08 to 852906/94-Area-39
DNPMs 852908/94-Area-41 to 852912/94-Area-45
DNPMs 852914/94-Area-47 to 852918/94-Area-51
DNPMs 852920/94-Area-53 to 852924/94-Area-57
DNPMs 852926/94-Area-59 to 852929/94-Area-63
DNPMs 852931/94-Area-65 to 852934/94-Area-68
DNPMs 852936/94-Area-71 to 852942/94-Area-81
DNPMs 852944/94-Area-83 to 852948/94-Area-87
DNPMs 852957/94-Area-89 to 852961/94-Area-93
DNPMs 852963/94-Area-95 to 852967/94-Area-99
DNPMs 852969/94-Area-101 to 852973/94-Area-105
DNPMs 852975/94-Area-l07 to 852979/94-Area-111
DNPMs 852981/94-Area-113 to 852985/94-Area-117
DNPMs 852987/94-Area-119 to 852991/94-Area-123
DNPMs 852993/94-Area-125 to 852997/94-Area-129
DNPMs 852999/94-Area-131 to 853000/94-Area-132, in the name of
Alvaro da Silva Souza, according to map of detail, doc. ANNEX A-1.


                                        1
<PAGE>
- An application for Survey Authorization DNPM No. 850567/2005-04 in the name of
lvaro da Silva Souza, according to map of location, doc. ANNEX A-2.
- Plant of the location of the general possession of the area of Novo Porto mine
which incorporates the above-mentioned DNPMs pertinent to its titleholder, doc.
ANNEX A3.

ANNEX A - BLOCK II - Referring to Faz. Agroextrativista Mineral Brilhante, in
the name of Galdino Antonio da Silva Luz.
- Applications for Mine Permission according to the list below:
DNPMs number 852826/94-Area 01 to 852829/94-Area 04
DNPMs number 852831/94-Area 06 to 852832/94-Area 07
DNPMs number 852834/94-Area 09 to 852837/94-Area 12
DNPMs number 852839/94-Area 14 to 852840/94-Area l5
DNPMs number 852842/94-Area 17 to 852845/94-Area 20
DNPMs number 852847/94-Area 22 to 852848/94-Area 23
DNPMs number 852850/94-Area 25 to 852865/94-Area 40, in the name of Galdino
Antonio da Silva Luz, according to map of location and detail doc. ANNEX A4.
- An application for Survey Authorization DNPM No. 850566/2005-77 in the name of
Galdino Antonio da Silva Luz, according to map of location, doc. ANNEX A5.

A. WHEREAS the GARIMPEIROS are the titleholders of certain mineral rights
located in the region of the Basin of Tocantins River and around some of its
arms, Garimpo Novo Porto and Fazenda Agroextrativista Mineral Brilhante, in the
Municipality of Itaituba, State of Para, which rights refer to PLGs according to
DNPM processes mentioned in ANNEX A, with assured priority, which rights include
the possession of the surface area (although not yet applied for, but included
herein for the purposes of this agreement, doc. ANNEX A3), those certain mineral
rights hereinafter collectively referred to as "GARIMPO", being the said mineral
rights, for their better understanding, specified in ANNEX A of this instrument
in two blocks with distinct titles.

B. WHEREAS SUPPLY wishes to explore and assess the gold potential and have an
option to acquire title to the mineral rights of the GARIMPO, and for such
purpose has been granted access to information gathered on site by the
GARIMPEIROS, who agree to this, with the knowledge that the work done is at
SUPPLY's expense and risk.

C. WHEREAS SUPPLY has the necessary technology to develop and carry out
exploration work in gold mineral reserves as well as economic means to carry out
such activities in the GARIMPO.

D. WHEREAS the CONTRACTING PARTIES wish to enter into and celebrate an Agreement
for the Assignment and Transfer of Mineral Rights, and for such purpose SUPPLY
will appoint a person of trust to act on its behalf by means of a specific
agreement which is hereto attached. In order to preserve the negotiation, the
parties agree to execute this temporary instrument, hereinafter referred to as
"MEMORANDUM OF UNDERSTANDING", and having as its object the establishment of the
right and obligations of the CONTRACTING PARTIES among themselves and any third
party. A definitive Agreement for the Assignment and Transfer of Mineral Rights
shall be celebrated by the parties at a later stage, following the terms and
conditions outlined in the clauses ahead.


                                        2
<PAGE>
E. WHEREAS SUPPLY, in order to maintain the Assignment and the Option to
celebrate a definitive Assignment and Transfer Option of Mineral Rights
Agreement, agrees to carry out a due diligence within 90 (ninety) days; and for
such purpose, the CONTRACTING PARTIES have decided to enter into and celebrate
this "MEMORANDUM OF UNDERSTANDING", according to the following terms and
conditions:

1.     EVALUATION AND STATEMENT OF INTEREST
1.1 - In view of that specified in item B of this agreement, SUPPLY undertakes
hereby to pay the GARIMPEIROS  the equivalent in reals of US$5,000.00 (five
thousand US$) to have the right to duly and in detail appraise the GARIMPO, in
consideration of the authorization now being granted to SUPPLY.

1.2 - The above-mentioned payment and subsequent ones will be paid  through a
bank deposit in favour of GALDINO ANTONIO DA SILVA LUZ, chequing account no.
7643-0 with Bank Branch no. 1646-2, in the city of Peixoto de Azevedo, MT, which
the GARIMPEIROS will indicate to SUPPLY. The amount is in Brazilian currency,
and for this purpose, the commercial rate of exchange for the purchase and sale
of US currency prevailing in Rio de Janeiro will be used, on the business day
prior to the payment at the exchange rate used by SUPPLY or as informed in the
newspaper "Gazeta Mercantil" or, in its absence, in another major daily
newspaper.

1.3 - The GARIMPEIROS, as from the date of the execution hereof and within the
period of 90 (ninety) days, undertake not to assign, transfer, encumber or lien
the mineral rights comprised in the GARIMPO, and, according to the terms and
conditions set forth in this instrument, agree to make all information available
to SUPPLY who shall inspect and examine all and any data it might have access to
in regard to the GARIMPO. During this period, SUPPLY shall make site visits,
examine the data and decide to exercise its option to acquire the GARIMPO. In
case SUPPLY decides to exercise its option to acquire the GARIMPO, it shall
notify the GARIMPEIROS of its decision at least five (5) days prior to the
expiration of the abovementioned period.

2.     ASSIGNMENT AND TRANSFER OPTION OF MINERAL RIGHTS
2.1 - In accordance with item 2.2 of this agreement, having SUPPLY notified the
GARIMPEIROS of its interest to acquire the GARIMPO, the parties hereby shall
celebrate an Agreement for the Assignment and Transfer of Mineral Rights and
Other Covenants, within a maximum period of 90 days, which will establish and
govern the terms and conditions of the transfers, as well as to register such
agreement before the DNPM, provided it agrees to pay as price for the assignment
of the mineral rights and the possession rights, the values established as
follows:

<TABLE>
<CAPTION>
                          Date                        Payment US$
<S>  <C>                                              <C>
I    30.11.2005 (as stipulated in items 1.2 and 1.3)        25,000
II   30.05.2006 (as stipulated in items 1.2 and 1.3)        75,000
III  30.05.2007 (as stipulated in items 1.2 and 1.3)       100,000
IV   30.05.2008 (as stipulated in items 1.2 and 1.3)       150,000
V    30.05.2009 (as stipulated in items 1.2 and 1.3)     1,850,000
                          Total                       US$2,200,000
</TABLE>


                                        3
<PAGE>
2.2 - The GARIMPEIROS agree to, immediately after SUPPLY confirms the interest
over the Mineral Rights comprised in the GARIMPO, assign and transfer the said
rights, upon payment (I) which will take place with the registration of the
transferred right and upon confirmation of its priority, which shall permit
SUPPLY to execute in the GARIMPO for a period of 42 (forty-two) months as from
the date of this agreement, assessment work and geological survey which it deems
necessary to ascertain the existence of possible primary deposits which may be
economically explored, and therefore, its interest in purchasing or not the
respective mineral rights. It should be noted that during the geological
assessment of the GARIMPO, the GARIMPEIROS may develop works therein, provided
that work in the said mining site does not interfere with SUPPLY's research
activities, in which case the miners will need to stop their work. As far as
possible, SUPPLY shall inform the miners as to how they should carry out their
work to avoid any stoppage.

2.3 - All the productive activities are concentrated in a segment of the Highway
BR-163 which links the cities of Cuiaba and Santarem, comprising the area of
interest of the CONTRACTING PARTIES. Therefore, the Parties shall take all the
necessary actions, jointly or separately and in the most convenient way to
defend the interests of the GARIMPO. Regarding the ownership, the GARIMPEIROS
declare to be the legitimate and sole owners of the areas comprising the
GARIMPO, and therefore, the mining results, right to rental or any
indemnifications are included in the prices established in clause 2.1 above. For
such purpose, the GARIMPEIROS agree to the best of their ability to provide to
SUPPLY with technical, legal and operational support, as well as undertake to
endeavour their best efforts to give SUPPLY any information it might have access
to with respect to the GARIMPO, and to take all actions necessary for the
expeditious registration of the documents needed in order for the Agreement to
be implemented, with SUPPLY being responsible for the financial expenses
incurred to obtain such results.

2.4 - SUPPLY may, after the registration of the Exploration Agreement, transfer
to any third parties, the mineral rights granted to it under this Agreement,
provided there is an inclusion of a clause in this regard.

2.5 - At any time before the Option exercise, SUPPLY will be entitled to
terminate the Agreement and drop the GARIMPO PROJECT regardless of the motive,
being free henceforth of any and all payment commitments yet to be due. If
SUPPLY decides to exercise its option to terminate the agreement, it shall
assign back to the GARIMPEIROS within 15 days the Mining Rights object of this
agreement together with a detailed technical report which shall include all and
any information gathered to date.

2.6 - The CONTRACTING PARTIES will be liable for a jointly follow-up before the
DNPM in regard to the Mineral Rights comprised in the GARIMPO, especially
regarding exploration permit requests, with all the expenses incurred of the
responsibility of SUPPLY.

2.7 - Each of the CONTRACTING PARTIES herein will be liable for any and all
environmental damages resulting from their activities carried out in the
GARIMPO. In this regard, the GARIMPEIROS are responsible for the environmental
damages caused up to the signing of this agreement.


                                        4
<PAGE>
2.8 - The payment of item "2.1 V on 30.05.2009 (as specified in item 1.2 and
1.3) US$ 1,850,000" will be made once only in case the final area of acquisition
is for  lvaro da Silva Souza's block or for Galdino Antonio da Silva Luz's
block, and in case SUPPLY wishes to acquire both blocks then it shall pay the
equivalent in reals of US$1,850,000.00 for each block.

3.     CONFIDENTIALITY
3.1. The fact that the Agreement has been executed as well as its contents and
any technical and financial or other information pursuant to the GARIMPO
constitutes confidential information of the CONTRACTING PARTIES and shall not be
disclosed, divulged or made known to any third party or published without
previous written consent of the non-disclosing party. Exception to the
confidentiality obligation will be the case in which any of the CONTRACTING
PARTIES needs to disclose said information as a result of it is being linked to
the stock market and disclosure is required by law.

4.     COMMUNICATION
4.1. Any notice related to this agreement shall be given in writing and shall be
deemed to be effectively given upon personal delivery, or by registered letter
or upon receipt of transmission by fax or cable, provided there is an
acknowledgement of receipt. Such notices shall be sent to each party
representative herein established.

5.     REPRESENTATIONS AND WARRANTIES
5.1. Each of the PARTIES herein represents and warrants to each other that:
(a) they are corporations duly incorporated and validly existing and in good
standing under the laws of their countries, and have the power, capacity and
authority to enter into and perform the Agreement and all transactions
contemplated herein;
(b) there are no provisions in their By-laws, statutes or agreements of which
they are a party or object which may prevent the celebration and execution of
this Agreement;
(c) The celebration of the Agreement will not result in a default under any
agreement or instrument to which the parties are a party, as well as will not
infringe any applicable laws, regulations, suits, decree or rule which they
might be obliged to obey or any arrangement, waiver, or agreement of which is it
a party;
(d) There are no pending liabilities, warranties, pledge, or any other
obligations which might significantly in any way interfere with the mineral
rights object of the Agreement, and said rights are free and clear of any
claims, liens or encumbrances;
(e) In respect of the mineral rights herein referred to, there are no
contractual obligations in respect to royalties, finder's fee and/or any other
contribution to any landowners, occupiers or third parties; and to ensure good
execution of the appraisal, the miners owners of the GARIMPO, authorize SUPPLY
to use the "AERODROMO" called Novo Porto, alter its configuration and access
routes, facilities and other improvements at its own expense and risk.

6.     AMENDMENTS AND PREVIOUS EVENTUAL AGREEMENTS AND GENERAL PROVISIONS
6.1. This agreement represents and comprises all the understanding and
commitments agreed amongst the PARTIES, and replaces or overlaps any and all
previous agreements and negotiations, verbal or written, with regard to the
issues herein addressed.


                                        5
<PAGE>
6.2. By this agreement the signatories, their successors and any authorized
assignees are obliged to comply with the terms and conditions set forth herein.

6.3. This agreement shall not be amended, in its parts or as a whole, except
when previously agreed amongst the parties, and provided that such changes are
done upon a written consent, executed and signed by a Counterpart, thus
established, with a duly authorized representative of each party.

6.4. No tolerance by any of the CONTRACTING PARTIES with regard to any future
defaults in the compliance of this instrument shall constitute as amendment or
novation of the conditions agreed upon herein.

6.5. This agreement and its annexes, which after being signed by the CONTRACTING
PARTIES and the witnesses will make an integral part of this instrument,
represent the whole agreement entered into by the Parties, and shall govern and
regulate their activities, according to the terms and conditions set forth
hereto. No other business carried amongst the parties, except for the one
established herein, shall be accepted as valid unless it proves to be an
amendment to this agreement.

6.6. The terms set forth in this agreement are valid and binding and shall
regulate and govern the business amongst the CONTRACTING PARTIES, until a
definitive Agreement is executed which is expected to occur by 25NOV05.

6.7. The CONTRACTING PARTIES declare and warrant that they will grant an
extrajudicial, executive power to this agreement, with full force, according to
the terms established (in item II, article 621 of the Code of Civil Procedure,
Law no. 8953/94). "Complement the provision specified between brackets".

7.     GOVERNING LAW AND DISPUTE RESOLUTION
7.1. This agreement shall be governed by the laws of Brazil.

7.2. The Parties hereby agree that any and all dispute arising from this
agreement shall be resolved at the Main Court of the city of Rio de Janeiro,
State of Rio de Janeiro, with the waiver of any other, prevailing over any
others. However, the parties are entitled to solve any dispute by means of
arbitration at the court of the city of Rio de Janeiro, provided that they have
reached this decision by mutual agreement.

IT WITNESS WHEREOF, the parties execute this instrument in 3 (three)
counterparts of identical tenor and form, in the presence of the witnesses
below, who also subscribe this instrument, for all legal effect.

Itaituba, Pa, September 05, 2005


                                        6
<PAGE>
/s/"Galdino Antonio da Silva Luz"                     /s/"Alvaro da Silva Souza"
---------------------------------                     --------------------------
(Signature)                                           (Signature)
Galdino Antonio da Silva Luz                          AAlvaro da Silva Souza
177562-SSP/RR                      GARIMPEIROS        RG 75528-SSP/RO

                               /s/"Hans W Biener"
                               ------------------
                                  (Signature)
                                 Hans W. Biener
                            Passport no. 3208063701
                                  SupplyConsult


Witnesses
1) (Signature) Signature not legible
2) (Signature) Signature not legible


Notary Public stamp signed and dated 05SEP05 in Itaituba, authenticating the two
signatures above with a hand icon stamp pointed to them.


Notary Public stamp signed and dated 20SEP05 in Rio de Janeiro, authenticating
the signature of HANS WERNER BIENER.


                                        7
<PAGE>
                                POWER OF ATTORNEY


By this instrument of Power of Attorney celebrated between them, on the one side
as PRINCIPAL, Mr. Alvaro da Silva Souza, Brazilian, single, miner prospector,
bearer of ID number RG 75528/SSP-RO, and Taxpayer's Registry no. CIC
414.532.l272, with address at Av. Dr. Hugo de Mendon a no. 420, Caixa Postal 034
- Bairro Centro, in the city of Itaituba, State of Para, Postal Code 68181-970,
and on the other side as PROXY, Mr. Galdino Antonio da Silva Luz, Brazilian,
married, aeronaut and miner prospector, thus legally established, born in Porto
Alegre, RS, bearing the Identity Card No. RG 177562 issued by SSP-RR, and duly
enrolled in the Individual Taxpayer's Register under no. CPF 161.023.550-91, and
also holding the power of attorney for the above-mentioned prospector, with
address at Av. Dr. Hugo de Mendon a, n degree 420, Caixa Postal 034 - Bairro
Centro, in the city of Itaituba, state of Para, Postal Code CEP 68181-970, to
whom confers powers to represent the Principal before the Ministry of Mines and
Energy, and all its Secretaries, Divisions and Departments, in particular before
the National Department of Mineral Production, DNPM and all its district
agencies, with the right to, with regard to his titles to the registered DNPM
processes, assign and transfer such rights, apply for changes into licenses,
extensions and suspensions of same, apply for portioning of the processes or
inspections and authorizations, including hiring of professionals to prepare and
present mineral survey plans and mineral survey reports or of any other nature,
technical and economic feasibility studies of the mines or any other studies,
withdraw them, alter or cancel them, pay taxes and fees, apply for and obtain
user guides, receive returns, issue receipt, obtain verification of the
processes, make appeal and inquiries, promote endorsements and represent the
Principal before federal, state and municipal agencies, in particular the
Brazilian Institute of Environmental and Renewable Natural Resources (Ibama) and
other government agencies, whether federal, state or municipal, relating to
environmental policies, and may also apply for environmental licences for mining
activities, represent the Principal before third parties, with "adjudicia"
powers, hire professionals in pertinent areas, present agreements and properly
register them, paying taxes and fees, and whatever else necessary to comply with
the terms and conditions of this mandate, and may also sub-establish in part or
as a whole, and also desist from mining titles when necessary.

Special Clause: The Proxy may, in the form presented in the MEMORANDUM OF
UNDERSTANDING, represent the Principal with this Power of Attorney, in the
agreements of which the parties are a party as follows:

SUPPLY: Supply Consult, a company with its Head Office in Germany at Karolinen
Platz 5, 80333, Muenchen, hereinafter referred to as "SUPPLY", in this act
represented by its Director General, Hans W. Biener, bearing the passport no.
3208063701 issued by the Federal Republic of Germany.

GARIMPEIROS: Alvaro da Silva Souza, Brazilian, single, miner prospector, bearer
of ID number RG 75528/SSP-RO, and Taxpayer's Registry no. CIC 414.532.1272, and
Galdino Antonio da Silva Luz, Brazilian, married, aeronaut and miner prospector,
thus legally established, born in Porto Alegre, RS, bearing the Identity Card
No. RG 177562 issued by SSP-RR, and duly enrolled in the Individual Taxpayer's
Register under no. CPF 161.023.550-91, and


                                        8
<PAGE>
also holding the power of attorney for the above-mentioned prospector and
Counterpart, both with address at Av. Dr.Hugo de Mendon a, no. 420, Caixa Postal
034 - Bairro Centro, in the city of Itaituba, Pa, CEP 68181-970, hereinafter
referred to as Garimpeiros, and collectively referred to as CONTRACTING PARTIES
and a representative of each party hereinafter jointly referred to as
Counterparts.

OBJECT: Hereinafter named GARIMPO, as detailed in ANNEX A of the instrument
referred to as MEMORANDUM OF UNDERSTANDING, in two blocks with distinct titles.

And for all legal effect, I sign hereunder,

Itaituba, Pa, August 12, 2005

/s/"Alvaro da Silva Souza"
--------------------------
(Signature)
ALVARO DA SILVA SOUZA

Notary Public stamp signed and dated in Itaituba, authenticating the signature
above.


                                        9
<PAGE>
MINISTRY OF MINES AND ENERGY
DNPM - NATIONAL DEPARTMENT OF MINERAL PRODUCTION   Process 48405-850567/2005-04
ALVARO DA SILVA SOUZA - Survey Authorization
APPLICATION FOR MINERAL SURVEY - FORM 01
--------------------------------------------------------------------------------
02 - DOCUMENTS WHICH ARE PART OF THIS APPLICATION: FORMS 01 to 03 and
--------------------------------------------------------------------------------
- DESCRIPTION BRIEF OF THE AREA      - PROOF OF PAYMENT OF FEES
- MAP OF THE LOCATION OF THE AREA    NOTE ON TECHNICAL  RESPONSIBILITY (A.R.T.)
- SURVEY WORK PLAN                   - OF THE SURVEY PLAN
- BUDGET                             - OF THE DESCRIPTION BRIEF
- CHRONOGRAM                         - OF THE MAP OF THE LOCATION
-----------------------------------  -------------------------------------------

-----------------------------------  -------------------------------------------
03 - FOR THE EXCLUSIVE USE OF DNPM     04 - SURFACE AREA
-----------------------------------  -------------------------------------------
                                          DATE          HECTARES       ARES
-----------  -----------  ---------  --------------  -------------  ------------
                                      18AUGUST2005        9966          62
-----------  -----------  ---------  --------------  -------------  ------------

--------------------------------------------------------------------------------
05 - DATA OF APPLICANT: INDIVIDUAL OR COMPANY
--------------------------------------------------------------------------------
NAME
--------------------------------------------------------------------------------
ALVARO DA SILVA SOUZA
--------------------------------------------------------------------------------
                                      CPF NUMBER
-----------------------------  -------------------------  ----------------------
                                    414.532.122-72
-----------------------------  -------------------------  ----------------------
ADDRESS
--------------------------------------------------------------------------------
AVENIDA Dr. HUGO DE MENDONCA NO. 420
--------------------------------------------------------------------------------
DISTRICT                       CITY                       STATE
-----------------------------  -------------------------  ----------------------
CENTRO                         ITAITUBA                   PA
-----------------------------  -------------------------  ----------------------
POSTAL CODE: CEP 68181-970     FAX: 93-35180811           TELEPHONE: 93-35183022
                                                          P.O.Box: 034
-----------------------------  -------------------------  ----------------------

--------------------------------------------------------------------------------
06 - ADDITIONAL DATA (FOR INDIVIDUALS ONLY)
--------------------------------------------------------------------------------
ID CARD NO. 75.528 SSP/RO       PROFESSION: PROSPECTOR     CIVIL STATUS: SINGLE
-----------------------------  -------------------------  ----------------------
NATIONALITY: BRAZILIAN
--------------------------------------------------------  ----------------------

--------------------------------------------------------------------------------
07 - PROFESSIONAL RESPONSIBLE FOR THE SURVEY PLAN
--------------------------------------------------------------------------------
NAME: ANTONIO VALERIO DA SILVA
--------------------------------------------------------------------------------
PROFESSION: GEOLOGIST
--------------------------------------------------------------  ----------------
CPF NUMBER         PROF. BODY REGION (CREA)        ID No.        SIGNATURE
-----------------  ------------------------------  ------------
000.079.942-49                    1ST              1105-D       (Signature)
-----------------  ------------------------------  ------------  ---------------
ADDRESS
--------------------------------------------------------------------------------
AVENIDA SENADOR LEMOS NO. 568
--------------------------------------------------------------------------------
DISTRICT               CITY                  STATE
---------------------  --------------------  ------------------  ---------------
       UMARIZAL               BELEM          PA
---------------------  --------------------  ------------------  ---------------
POSTAL CODE            FAX                   TELEF0NE
---------------------  --------------------  ------------------  ---------------
CEP 66050-000          91-32222745           91-99884862
---------------------  --------------------  ------------------  ---------------

--------------------------------------------------------------------------------
08 - THE UNDERSIGNED REQUESTS AUTHORIZATION FROM THE DIRECTOR GENERAL OF
THE DNPM TO CONDUCT A MINERAL SURVEY ACCORDING TO THE DOCUMENTATION
ATTACHED TO THIS APPLICATION.
--------------------------------------------------------------------------------
REPRESENTATIVE WHO SIGNS THE APPLICATION
--------------------------------------------------------------------------------
NAME: GALDINO ANTONIO DA SILVA LUZ                      REPRESENTATION :
------------------------------------------------------
ADDRESS: Av. Dr Hugo de Mendon a no. 420 Itaituba PA    POWER OF ATTORNEY
--------------------------------  --------------------  ------------------------
PLEASE INFORM ABOVE IF A LEGAL    DATE                  SIGNATURE
REPRESENTATIVE IS SIGNING THIS         18AUG2005        /s/"Galdino Antonio
                                                        -------------------
APPLICATION                                             da Silva Luz"
                                                        -------------
                                                               (Signature)
--------------------------------  --------------------  ------------------------


                                       10
<PAGE>
                                DESCRIPTION BRIEF

OCCUPANT: ALVARO DA SILVA SOUZA
PROPERTY: Novo Porto
MINERAL BEARING GROUNDS: Sumauma
AREA (a): 37,547.2611
PERIMETER (m): 93,415.38
MUNICIPALITY: Itaituba
STATE: Para

                               LIMITS AND OUTLINES

NORTH: Neguinho

EAST: Igarape Salustiano

SOUTH: Legal owner

WEST: Garimpo Magalhaes, Garimpo Sao Miguel

                          DESCRIPTION OF THE PERIMETER

Starting from Milestone M-66, defined by the geographic coordinates of Latitude
5.42'48.0" South and Longitude 56.04'35,1" West, Ellipsoid SAD 69 and by the
plane coordinate UTM 9,368,400.000m North, 602,270.000m East, referring to the
central meridian 57 WGr, following the left margin of IGARAPE SALUSTIANO, going
upstream, with a distance of 29,546.93 meters, arriving at milestone M-54; from
here, following with plane azimuth of 254.28'00" and distance of 16,286.25
meters arriving at milestone M-51; from this, following with plane azimuth of
241.41'54" and distance of 8,046.46 meters, arriving at milestone M-45; from
here, following with plane azimuth of 314.58'56" and distance of 1,740.46
meters, arriving at milestone M-42; from here, following with plane azimuth of
2.23'34" and distance of 7,188.79 meters, arriving at milestone M-41; from here,
following with plane azimuth of 330.33'19" and distance of 15,200.91 meters,
arriving at milestone M-65; from here, following with plane azimuth of 70.45'41"
and distance of 15,405.58 metros, arriving at milestone M-66, starting point of
the description of this perimeter.


DATE               SIGNATURE                   FOUND IN ORDER         SEEN
Nov/02             (Signed)
                   signature not legible


                                       11
<PAGE>
MINISTRY OF MINES AND ENERGY
DNPM - NATIONAL DEPARTMENT OF MINERAL PRODUCTION   Process 48405-850566/2005-77
GALDINO ANTONIO DA SILVA LUZ - Survey Authorization
APPLICATION FOR MINERAL SURVEY - FORM 01
--------------------------------------------------------------------------------
02 - DOCUMENTS WHICH ARE PART OF THIS APPLICATION: FORMS 01 to 03 and
--------------------------------------------------------------------------------
- DESCRIPTION BRIEF OF THE AREA      - PROOF OF PAYMENT OF FEES
- MAP OF THE LOCATION OF THE AREA    NOTE ON TECHNICAL  RESPONSIBILITY (A.R.T.)
- SURVEY WORK PLAN                   - OF THE SURVEY PLAN
- BUDGET                             - OF THE DESCRIPTION BRIEF
- CHRONOGRAM                         - OF THE MAP OF THE LOCATION
-----------------------------------  -------------------------------------------

-----------------------------------  -------------------------------------------
03 - FOR THE EXCLUSIVE USE OF DNPM     04 - SURFACE AREA
-----------------------------------  -------------------------------------------
                                          DATE          HECTARES       ARES
-----------  -----------  ---------  --------------  -------------  ------------
                                      18AUGUST2005        9983          00
-----------  -----------  ---------  --------------  -------------  ------------

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05 - DATA OF APPLICANT: INDIVIDUAL OR COMPANY
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NAME
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GALDINO ANTONIO DA SILVA LUZ
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                                      CPF NUMBER
-----------------------------  -------------------------  ----------------------
                                    161.023.550-91
-----------------------------  -------------------------  ----------------------
ADDRESS
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AVENIDA Dr. HUGO DE MENDONCA NO. 420
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DISTRICT                       CITY                       STATE
-----------------------------  -------------------------  ----------------------
CENTRO                         ITAITUBA                   PA
-----------------------------  -------------------------  ----------------------
POSTAL CODE: CEP 68181-970         FAX: 93-35180811       TELEPHONE: 93-35183022
                                                                P.O.Box: 034
-----------------------------  -------------------------  ----------------------

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06 - ADDITIONAL DATA (FOR INDIVIDUALS ONLY)
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ID CARD NO.177.562 SSP/RR      PROFESSION: AERONAUT       CIVIL STATUS: MARRIED
-----------------------------  -------------------------  ----------------------
NATIONALITY: BRAZILIAN
--------------------------------------------------------  ----------------------

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07 - PROFESSIONAL RESPONSIBLE FOR THE SURVEY PLAN
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NAME: ANTONIO VALERIO DA SILVA
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PROFESSION: GEOLOGIST
--------------------------------------------------------------  ----------------
CPF NUMBER         PROF. BODY REGION (CREA)        ID No.        SIGNATURE
-----------------  ------------------------------  ------------
000.079.942-49                    1ST              1105-D        (Signature)
-----------------  ------------------------------  ------------  ---------------
ADDRESS
--------------------------------------------------------------------------------
AVENIDA SENADOR LEMOS NO. 568
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DISTRICT               CITY                  STATE
---------------------  --------------------  ------------------  ---------------
       UMARIZAL               BELEM          PA
---------------------  --------------------  ------------------  ---------------
POSTAL CODE            FAX                   TELEF0NE
---------------------  --------------------  ------------------  ---------------
CEP 66050-000          91-32222745           91-99884862
---------------------  --------------------  ------------------  ---------------

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08 - THE UNDERSIGNED REQUESTS AUTHORIZATION FROM THE DIRECTOR GENERAL OF
THE DNPM TO CONDUCT A MINERAL SURVEY ACCORDING TO THE DOCUMENTATION
ATTACHED TO THIS APPLICATION.
REPRESENTATIVE WHO SIGNS THE APPLICATION
--------------------------------------------------------------------------------
NAME: GALDINO ANTONIO DA SILVA LUZ                      REPRESENTATION :
------------------------------------------------------
ADDRESS: Av. Dr Hugo de Mendon a no. 420 Itaituba PA
--------------------------------  --------------------  ------------------------
PLEASE INFORM ABOVE IF A LEGAL    DATE                  SIGNATURE
REPRESENTATIVE IS SIGNING THIS         18AUG2005          /s/"Galdino Antonio
                                                          -------------------
APPLICATION                                                  da Silva Luz"
                                                             -------------
                                                              (Signature)
--------------------------------  --------------------  ------------------------


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