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administrator, bearer of the German passport no. “Confidential material redacted and filedseparately with the Commission.”, resident and domiciled at Reute 18, D-72631 Aichtal(Germany) (“Mobitec AB”); and VI) **MOBITEC BRASIL LTDA.**, a limited liability company, incorporated under the laws of theFederative Republic of Brazil, with registered office at the city of Caxias do Sul, Stateof Rio Grande do Sul, at Rua João da Costa, no. 570, Bairro São Caetano, CEP 95095-270,duly enrolled in the Federal Taxpayer’s Registry (CNPJ) under no. “Confidentialmaterial redacted and filed separately with the Commission.”, herein represented byits officer, Mr. Roberto Juventino Demore, above qualified (“Mobitec Brazil” or“Company”).Purchaser, Roberto, Lorena, Mobitec AB, JADI and the Company hereinafter referred to individuallyas “Party” and jointly as “Parties”;WHEREAS: (a) on July 22, 2009, the Parties entered into a Quota Purchase Agreement (the“QPA”) pursuant to which Roberto and Lorena agreed to sell, assign and transfer thetotality of Quotas they held in the Company to the Purchaser and the Purchaser agreed topurchase such Quotas from the Sellers, according and subject to the terms and conditionscontained therein;  (b) due to certain legal requirements, Roberto and Lorena needed to amend the JADIReorganization in order to exclude Lorena’s direct equity participation in the Companyleaving Roberto as the lawful and sole owner of 1,944,825 quotas, representing 50% (fiftypercent) of the Company’s corporate capital, total number of quotas which were assigned tothe Purchaser under the terms of the QPA;  (c) as a result of such amendment to the JADI Reorganization, the parties will need toamend (i) the terms of the QPA in order to reflect that Lorena is no longer a Seller, butan intervening party and guarantor of the obligations of the Seller; (ii) the corporatedocuments of JADI to reflect the changes to the JADI Reorganization; and (iii) thecorporate documents of the Company to reflect the changes to the JADI Reorganization and tothe terms of the QPA (4th and 5th Amendments to the Articles ofAssociation, respectively);NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants andagreements set forth, each of the Parties hereby covenant and agree to execute this Amendment tothe Quota Purchase Agreement (“Amendment”) as follows:**1 Definitions**1.1. Capitalized terms used in this Amendment and not otherwise herein defined shall have themeaning ascribed to such terms in the QPA.**2 Amendments to the QPA**2.1 Due to legal requirements imposed by Governmental Authorities, Roberto and Lorena needed toamend the JADI Reorganization so that only Roberto would have a direct equity stake in the Companyas of the date of the JADI Reorganization, which is prior to the execution of the QPA.2.1.1 As a result of the changes to the JADI Reorganization, (i) Lorena no longer holds a directequity participation in the Company and therefore can no longer be considered as a Seller of theQuotas under the terms of the QPA; and (ii) Roberto will hold all the Quotas, as defined in theQPA, corresponding to 50% of corporate
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capital of the Company, and therefore be considered as the sole Seller of the Quotas.2.1.2 The Parties agree and acknowledge that the effects of the changes of the JADI Reorganizationretroact to the date of the JADI Reorganization and therefore all the changes being implementedunder this Amendment will also retroact to the date of the QPA, unless if otherwise specified. Anyreferences to the JADI Reorganization shall be understood as the amended JADI Reorganization.2.2 In view of the changes mentioned above, the QPA and its schedules are hereby amended asfollows:(a) The reference to Lorena in the preamble of the QPA as “Seller” shall be deleted and “Lorena”shall be inserted in lieu thereof, and Lorena shall be considered, together with JADI, as“Intervening Party and Guarantor” of the Seller obligations, being bound by all the terms andconditions thereof applicable to such condition;(b) All instances in the QPA of “Sellers” or “each of the Sellers” or “each Seller” shall bedeleted and “Seller” shall be inserted in lieu thereof, with the necessary grammatical adjustments,such that only Roberto will be considered as Seller;(c) All instances in the QPA of Lorena, in her capacity of a Seller shall be deleted and “Roberto”shall be inserted in lieu thereof, such that only Roberto will be considered as Seller;(d) All instances in the QPA of Seller shall mean Roberto;(e) All the remaining instances in the QPA that refers to “Lorena”, other than those referred initem “*c”*above, shall be understood such a manner that Lorena is considered as an Intervening Partyand Guarantor of the Seller’s obligations, jointly and severally with JADI;(f) The chart contained in Section 2.1 of the QPA shall be deleted in its entirety and thefollowing chart is inserted in lieu thereof:           **Number of**      **Quotas to be**  **Percentage of** **Quotaholder** **sold**  **total** Roberto Demore  1,944,825   100 **Total**  **1,944,825**   **100** (g) The chart contained in Section 2.3 (a) of the QPA shall be deleted in its entirety and thefollowing chart is inserted in lieu thereof:   **Seller** **Account Details**Roberto Demore Banco do Brasil S.A.Agency 5671.5Account Number no “Confidential materialredacted and filed separately with the Commission.”
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(h) The Parties hereby agree to replace the first and second promissory notes as provided inSections 2.5 and 2.6 of the QPA, respectively, in order to exclude Lorena as beneficiary of thenotes. The remaining terms and conditions shall not change. In this respect, upon delivery of theoriginal notes by Roberto and Lorena, concurrently with the execution of this Amendment, thePurchaser shall deliver new promissory notes to substitute such notes;(i) The Parties undertake to sign concurrent with this Amendment new versions of the followingclosing deliveries provided for in Section 2.7 of the QPA in order to reflect that Roberto is thesole holder of the Quotas: (i) Statement of Absence of Debt (Section 2.7 (a)); (ii) Power ofattorney to be granted by the Seller to the Purchaser (Section 2.7 (b)); (iii) 5thAmendment to the Articles of Association of the Company to consummate the transfer of the Quotas(Section 2.7 (c)); (iv) Power of Attorney to be granted by the Purchaser to the Seller as perSection 2.10 (Section 2.7 (l);(j) Section 12.15 shall be amended to include Lorena as an intervening party and guarantor of theobligations of the Seller. Therefore, Section 12.15 shall read as follows:*“12.15 Intervening Parties. JADI and Lorena sign this Agreement in the capacity of guarantors ofthe Seller being jointly and severally responsible for any and all obligations assumed by theSeller under this Agreement and any other agreement mentioned herein, including, without,limitation, the obligation of the transfer of the Quotas and the fulfillment of any and all of theacts necessary to be done or executed by the Seller in order to complete the transfer of theQuotas, renouncing any and all benefits that JADI may have specially the benefits of order,division and enforceability established under Brazilian Law.”*2.3 The Parties further undertake to sign a new 4th Amendment to the Articles ofAssociation of the Company to reflect the changes to the JADI Reorganization.2.4 Notwithstanding the changes to the JADI Reorganization, Roberto, Lorena and JADI hereby ratifyand confirm the terms of Section 4.25 of the QPA regarding their liability towards the JADIReorganization.**3 General Provisions**3.1 The terms and conditions set forth in this Amendment shall retroact as of the date of executionof the QPA.3.2 This Amendment, together with the QPA, shall constitute the entire agreement between theParties hereto and shall supersede and replace all other agreements and understandings, verbal orwritten, among the Parties with respect to the subject matter of this Amendment.3.3 The Parties hereby ratify all other provisions of the QPA that have not been expressly amendedpursuant to this Amendment.3.4 This Amendment shall be construed and governed by the laws of the Federative Republic ofBrazil.3.5 Any dispute, controversy or claim arising out of, relating to, or in connection with, thisAmendment, or the breach, termination or validity thereof, shall be finally settled by arbitrationpursuant to the provisions set forth in Article 13 of the QPA. For this purpose, all references to“QPA” contained therein shall read as references to “Amendment”.3.6 This Amendment is executed on this date in both the English and Portuguese languages. In caseof conflict between both versions, the Portuguese version shall prevail.
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IN WITNESS THEREOF, the Parties execute this Amendment in 2 (two) counterparts of equal form andvalue, for one purpose and in the presence of the 2 (two) witnesses signed belowSão Paulo, August 31, 2009.**Parties**:**Comprador / Purchaser**/s/ Marcelo Duarte