PRIVATE
INSTRUMENT FOR THE THIRD ALTERATION OF THE


SOCIAL
CONTRACT OF


“GLOBAL MILK NEGÓCIOS E
ADMINISTRAÇÃO


DE BENS PRÓPRIOS
LTDA.”





NIRE
35.222.921.829


CNPJ
n. 10.605.431/0001-35





Through
the present private instrument, the parties qualified ahead:





CASTROL LLC., duly established
company and in conformity to the legislation of the state of Delaware, in the
United States of America, with its head Office at Greentree Drive, n.
160,  Room 101, Dover, Kent County, 19904, in this act represent by
its legal representative, Mr. Edison Carmagnani, Brazilian,
married, business man, possessing the ID n. 2.256.983 SSP/SP, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 063.543.788-00,
living and holding residence at Rua Bartira, n. 482, apartment 131, district of
Perdizes in the city of São Paulo, State of São Paulo, P.O. BOX
05009-000;





Trustee
of 100% (one hundred per cent) of the joint stock of GLOBAL MILK NEGÓCIOS E ADMINISTRAÇÃO
DE BENS PRÓPRIOS LTDA.limited society company, with its
head-office at Av. dos Tajurás, n. 236, district of Cidade Jardim, in the city
of São Paulo, State of São Paulo, P.O. BOX 05670-000,enrolledin the National Registry for Legal
Entities of the Brazilian Treasury Department – CNPJ (port.) under the n.
10.605.431/0001-35, with its Social Contract dutifully filed in the
Board of Trade of the
State of São Paulo – JUCESP (port.) under the “NIRE” 35.222.921.829, in a
session held on December 2nd, 2008.





And
also,





B&D FOOD CORP., society
located in the United States of America duly established and in conformity to
the legislation of the state of Delaware, located at  Madison Avenue,
n. 575, New York, NY, USA, represented in this act by Mr. Javier Taño Feijóo, Uruguayan, divorced,
business administrator, possessing the RNE n. W275.706-U, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 035.316.128-40,
holding residence at Rua Barata Ribeiro, n. 482, apartment 323, Block. 11,
district of Cerqueira Cesar in the city of São Paulo, State of São Paulo, P.O.
BOX 01308-000;





Have
between them to be fair and of common accord that which follows:





1.           In
this act the partners decide to increase the joint stock of this company by R$
20.000.000,00 (twenty million reais), with the subscription of 300.000 (three
hundred thousand) new shares, going from the current R$ 20.000,00 (twenty
thousand reais) , to R$ 20.020.000,00 (twenty million and twenty thousand reais)
with the admission of the new partner B&D FOOD CORP., in
accordance to the society chart stated in item 3 below.





2.           The
partner CASTROL LLC. ,
in this act, chooses to acquire the full amount of the shares that are present
today at the treasury, which amounts to 01 (one) single share representative of
this society’s joint stock.








3.           By
reason of the alterations above, the partners decide to alter the 5th Clause
of the Social Contract, that will as of now have the following
content:





“5thCLAUSE– The social capital
shall be totally subscribed and integrated, in national currency, in the sum
total of 20.020.000,00 (twenty million and twenty thousand reais) split into
500.000 (five hundred thousand) shares, with the value per unit set at R$ 40,04
(fourty reais and four cents), until December 12th, 2009,  distributed
between the partners in the following way.







Partners
                        
                        N. of
                          shares
                        
                        
                        Value (R$)CASTROL
      LLC
                        
                        
                        200.000
                        
                        
                        
                        8.008.000,00B&D
      FOOD CORP.
                        
                        
                        300.000
                        
                        
                        
                        12.012.000,00Total
                        
                        
                        500.000
                        
                        
                        
                        20.020.000,00





First Paragraph:The partners
bind themselves to integrate irrevocably until de date of December 12th, 2009,
the full sum of their participations, under penalty of losing their
shares.





Second Paragraph:The
responsibility of the partners is limited to the value of their shares, but all
are jointly liable for the integration of the social capital, in the terms of
article 1.052 of the Brazilian Civil Code (Law n. 10.406/02).





Third Paragraph: In the event
of an increase in social capital, the partners will have the right of preference
in the subscription of new shares, proportionally to the respective share amount
held by them in the joint stock corporation.





Fourth Paragraph: The shares
are undividable with regard to the joint stock corporation and each shall have
right of vote in the social deliberations.





Fifth Paragraph: It is
prohibited to the partners, under any circumstances, the complete or partial
pawning of the social capital shares, as well as placing them as collateral,
mortgaging or burdening them in any form.





Sixth Paragraph:If joint
ownership over the shares is established, the rights inherent to them shall only
be exercised by the representative joint owner or by the executor of the Estate
of the deceased partner.








Seventh Paragraph: The
institution of Usufruct will be expressly admitted over the representative
shares of the social capital.”





4.           The
partners decide, moreover, to alter the 6th and 7th clauses of the joint stock
corporation’s administration, to include the new administrator Ms. Giovanna Benetti, Brazilian,
single, administrator, possessing the ID n. 33.020.090-2, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 230.407.128-70,
holding residence at Alameda Itapecuru, n. 473, apartment
121,  Commercial Center district, Alphaville, in the city of Barueri,
State of São Paulo, P.O. BOX 06454-080, as of now duly elected, which shall act
together with the previous administrator. Thus, the new content of the referred
clauses shall be as below:





6thClause  -The
administration of the joint stock company shall be held jointly by Mr. Javier Taño Feijóo, Uruguayan, divorced,
business administrator, possessing the RNE n. W275.706-U, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 035.316.128-40,
holding residence at Rua Barata Ribeiro, n. 482, apartment 323, Block. 11,
district of Cerqueira Cesar in the city of São Paulo, State of São Paulo, P.O.
BOX 01308-000 and by Ms. Giovanna Benetti, Brazilian,
single, administrator, possessing the ID n. 33.020.090-2, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 230.407.128-70,
holding residence at Alameda Itapecuru, n. 473, apartment
121,  Commercial Center district, Alphaville, in the city of Barueri,
State of São Paulo, P.O. BOX 06454-080, under the designation of Administrators, invested with
powers to validly oblige and represent the joint stock corporation, actively and
passively, under judicial observance or not, respected the dispositions of the
7th
and 8th  clauses.





First Paragraph: The legal
representatives may sublet their powers within certain limits, the subletting
having to be endowed with the specification of the powers and the time frame for
which they will be valid, safe for the ad judicia legal
representations.








Second Paragraph:It is
expressly forbidden for the joint stock corporation to stand surety in any form,
as well as holding favors and/or any obligations foreign to their corporate
objectives and interests. .”





“7thClause – It is the
administrators’ joint responsibility:


a)           to
represent the corporation in a court of law or out of it actively and passively,
judicially or extra-judicially;


b)           to
administer and manage the business representing the joint stock corporation with
regard to  governmental stances, departments and the like, as well as
to public, private or mixed-economy corporations, in the federal, state or local
spheres and to public notary’s offices in all their branches.


c)           to
open, move and close any bank accounts whatsoever, to deposit and withdraw
money, bonds and other objects of value, to sign checks, orders of payment,
ordering of checkbooks, withdrawals, duplicates, triplicates, bills of exchange,
as well as any other documents pertaining to the dutiful activities of the joint
stock corporation;


d)           to
cease, to agree, to compromise, to settle or to make agreements on whichever
entitlements or obligations which involve the corporate interests;


e)           to
assume under the corporation’s name any obligations or responsibilities
whatsoever, being allowed, to this end, to sign any documents or public and
private contracts, being however forbidden to take out loans under the
corporation’s name, which shall require the unanimous approval of the
partners;


f)           to
represent the corporation with regard to any financial institutions whatsoever,
banking establishments, in all their portfolios; also regarding the Brazilian
Central Bank and Stock Exchange.


g)           all
remaining powers necessary to put into effect the corporate objective, as long
as the limits of the following clause are respected.”








5.
            Finally,
      the partners decide to consolidate the Corporate Social Contract, with the
      new clauses presently altered
above.








CONSOLIDATION
      OF THE CORPORATE SOCIAL CONTRACT OF
              GLOBAL
      MILK NEGÓCIOS E ADMINISTRAÇÃO
              DE
      BENS PRÓPRIOS LTDA.





CHAPTER I – OF THE SOCIAL
DENOMINATION AND HEAD OFFICE





1stCLAUSE–The joint stock
corporation shall run under the social denomination of GLOBAL MILK NEGÓCIOS E ADMINISTRAÇÃO
DE BENS PRÓPRIOS LTDA.





2NDCLAUSE -The joint stock
corporation, with its head-office at Av. dos Tajurás, n. 236, district of Cidade
Jardim, in the city of São Paulo, State of São Paulo, P.O. BOX 05670-000, being
able to create or terminate branches, agencies and offices in any location in
the country or overseas, by a resolution of the capital’s majority.





Single Paragraph: The branches
eventually opened shall be terminated in the event the following circumstances
are given:


a)           if
the head-establishment is terminated; or


b)           by
decision of the partners which comes to represent the majority of the joint
social capital.








CHAPTER II – OF THE SOCIAL
OBJECTIVE





3rdCLAUSE -A joint stock
corporation shall have as its objective: The administration of its own goods;
Wholesale and Retail trading of the following food products: sliced, ground and
whole cheeses, butter cream cheese , powdered milk, long-life milk, dry meat,
coalho, milk sweets, cheese bread, mineral water, juices, yogurts, chocolate
milk products, cream cheese based milk  specialty, food compound with
cream of milk and vegetable cream, margarines, milky drinks, pure milk, pure
milk serum, powdered milk serum , powdered food compound; Import and Export of
the products described above; Commercial Representation, on its own or through
third parties, being able to participate in other corporations as partner or
share holder; and Distribution of the food products stated above.





CHAPTER IV – OF THE TIME
LENGHT





4thCLAUSE -  The time
length of the society is undetermined. The date of the beginning of the
activities of the joint stock corporation is November, 24th,
2008.





CHAPTER V – OF THE SOCIAL
CAPITAL AND SHARES





5thCLAUSE– The social capital
shall be totally subscribed and integrated, in national currency, in the sum
total of 20.020.000,00 (twenty million and twenty thousand reais) split into
500.000 (five hundred thousand) shares, with the value per unit set at R$ 40,04
(forty reais and four cents), until December 12th,
2009,  distributed between the partners in the following
way:





Partners
                        
                        N.of
                          shares
                        
                        
                        Value (R$)CASTROL
      LLC
                        
                        
                        200.000
                        
                        
                        
                        8.008.000,00B&D
      FOOD CORP.
                        
                        
                        300.000
                        
                        
                        
                        12.012.000,00Total
                        
                        
                        500.000
                        
                        
                        
                        20.020.000,00





First Paragraph:The partners
bind themselves to integrate irrevocably until de date of December 12th, 2009,
the full sum of their participations, under penalty of losing their
shares.





Second Paragraph:The
responsibility of the partners is limited to the value of their shares, but all
are jointly liable for the integration of the social capital, in the terms of
article 1.052 of the Brazilian Civil Code (Law n. 10.406/02).








Third Paragraph: In the event
of an increase in social capital, the partners will have the right of preference
in the subscription of new shares, proportionally to the respective share amount
held by them in the joint stock corporation.





Fourth Paragraph: The shares
are undividable with regard to the joint stock corporation and each shall have
right of vote in the social deliberations.





Fifth Paragraph: It is
prohibited to the partners, under any circumstances, the complete or partial
pawning of the social capital shares, as well as placing them as collateral,
mortgaging or burdening them in any form.





Sixth Paragraph:If joint
ownership over the shares is established, the rights inherent to them shall only
be exercised by the representative joint owner or by the executor of the Estate
of the deceased partner.





Seventh Paragraph: The
institution of Usufruct will be expressly admitted over the representative
shares of the social capital.”








CHAPTER VI – OF THE
CORPORATE ADMINISTRATION





6thCLAUSE  -The
administration of the joint stock company shall be held jointly by Mr. Javier Taño Feijóo, Uruguayan, divorced,
business administrator, possessing the RNE n. W275.706-U, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 035.316.128-40,
holding residence at Rua Barata Ribeiro, n. 482, apartment 323, Block. 11,
district of Cerqueira Cesar in the city of São Paulo, State of São Paulo, P.O.
BOX 01308-000 and by Ms. Giovanna Benetti, Brazilian,
single, administrator, possessing the ID n. 33.020.090-2, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 230.407.128-70,
holding residence at Alameda Itapecuru, n. 473, apartment
121,  Commercial Center district, Alphaville, in the city of Barueri,
State of São Paulo, P.O. BOX 06454-080, under the designation of Administrators, invested with
powers to validly oblige and represent the joint stock corporation, actively and
passively, under judicial observance or not, respected the dispositions of the
7th  and
8th  clauses.





First Paragraph: The legal
representatives may sublet their powers within certain limits, the subletting
having to be endowed with the specification of the powers and the time frame for
which they will be valid, safe for the ad judicia legal
representations.





Second Paragraph:It is
expressly forbidden for the joint stock corporation to stand surety in any form,
as well as holding favors and/or any obligations foreign to their corporate
objectives and interests.





7thCLAUSE – It is the
administrators’ joint responsibility:


a)           to
represent the corporation in a court of law or out of it actively and passively,
judicially or extra-judicially;


b)           to
administer and manage the business representing the joint stock corporation with
regard to  governmental stances, departments and the like, as well as
to public, private or mixed-economy corporations, in the federal, state or local
spheres and to public notary’s offices in all their branches.


c)           to
open, move and close any bank accounts whatsoever, to deposit and withdraw
money, bonds and other objects of value, to sign checks, orders of payment,
ordering of checkbooks, withdrawals, duplicates, triplicates, bills of exchange,
as well as any other documents pertaining to the dutiful activities of the joint
stock corporation;








d)           to
cease, to agree, to compromise, to settle or to make agreements on whichever
entitlements or obligations which involve the corporate interests;


e)           to
assume under the corporation’s name any obligations or responsibilities
whatsoever, being allowed, to this end, to sign any documents or public and
private contracts, being however forbidden to take out loans under the
corporation’s name, which shall require the unanimous approval of the
partners;


f)           to
represent the corporation with regard to any financial institutions whatsoever,
banking establishments, in all their portfolios; also regarding the Brazilian
Central Bank and Stock Exchange.


g)           all
remaining powers necessary to put into effect the corporate objective, as long
as the limits of the following clause are respected.





CHAPTER VII – OF THE
LIMITATION OF POWERS





8THCLAUSE – Limitation of the
administrators’ powers. – Without prejudice to the dispositions contained in the
6th
and 7th clauses
above, for the signing and hiring of the matters below, previous written
approval of the partners that represents the simple Majority of the
company:


a)           acquisition,
selling, mortgaging or rental of any property, movable or real-estate, which
exceeds R$25.000,00 (twenty five thousand reais), be it in a simple operation or
in a series of interconnected operations;


b)           licensing
or sub-licensing to whichever third parties of whichever brands, patents and
other property rights of which the company is the owner or is entitled
to;


c)           sale
or transfer, for any reason whatsoever, of any movable good or real-estate
property, pertaining to the permanent assets of the joint stock corporation,
specially its brands and patents.;


d)           acquisition
or selling of any stock participation in other joint stock corporations, as well
as voting rights in accordance to such stock participation ;


e)           opening
or closing of branches;


f)           altering
the corporation’s social contract;





g)           profit
sharing;





i)           setting
up of the Fiscal Council;


j)           election
of the members and respective substitutes of the Fiscal Council;


k)           to
declare bankruptcy or put the company under judicial recovery, or any other form
of liquidation ;


l)           extending
guarantees or compensation to insure responsibilities or obligations with third
parties, as well as, putting into effect any complimentary act in the
corporation’s name;


m)           acquiring
any debentures, bonds, credit instruments, or any rights related to
them;


n)           initiating
any legal action, besides those relative to the credit rights of the
corporation, to the protection of the brands and their related rights or any
other action that pertains to the ordinary handling of the
business;


o)           naming
a legal representative to practice any of the actions described
above.





9THCLAUSE –The administrators
will be entitled to a monthly withdrawal of pro-labore bonds whose value
shall be set by decision of partners representing the simple majority of the
joint stock.





10THCLAUSE – Non-partner
administrators will be expressly admitted under the denomination of non-partner
administrators, which must be named by a resolution of the partners representing
the simple Majority of the joint stock and shall have the same powers conferred
to the partner administrators.





First Paragraph: In case a
non-partner administrator is named in a separate act, he shall be invested in
his respective post by means of the signing of the office taking term set down
in the corporation’s register book, all legal formalities being
obeyed.










Second Paragraph:The mandate,
in case of a non-partner administrator, shall have a length of 05 (five) years,
the extension for another period  of the same length being
allowed.





Third Paragraph:In the 10
(ten) subsequent days to the non-partner’s taking office, in a separate act, he
shall have to, require the proper registration, it being necessary for him to
give his name, nationality, civil status, residence, exhibiting still his
identification documents, the office taking act, the date of his entitling and
the management time-frame.





Fourth Paragraph: The way in
which the non-partner administrators shall be remunerated shall be defined by
the simple majority of the joint stock in a partner meeting specially called for
this end.





11THCLAUSE –The partner or
non-partner administrator’s mandate, shall be entitled to cease by renouncing or
destitution according to the will of the partners





First Paragraph: For the
destitution of the partner administrators the approval of partners representing
the simple majority of the joint stock shall be necessary; for the destitution
of non-partner administrators, the approval of partners representing a majority
of the joint stock shall be necessary.





Second Paragraph: In case the,
partner or non-partner administrator renounces, it shall only be effective with
regard to the society after it is communicated in writing by the one who is
renouncing; and, with regard to third parties, after the its proper registration
in a competent notary’s office.





CHAPTER VIII – OF THE
PARTNERS’ MEETINGS AND ASSEMBLIES





12thCLAUSE –The partners shall
meet when necessary, by means of summoning by any one of them, through
registered mail, facsimile, e-mail, with 08 (eight) days is advance, this
summoning being required to specify day, hour, place of the meeting and the
order of the day. A registry of the meeting shall be done, and for its
deliberations to acquire validity they shall depend on approval by the majority
of the joint stock, safe for legal or contract-specific quorum.










First Paragraph: The partners
shall be entitled to be represented by other partners or lawyers, by means of
the extension of a mandate specifying the authorized acts, being then considered
present at the meeting. In the same form, partner that giver their votes through
fax, e-mail or any other written form shall be considered present.





Second Paragraph: Exemption of
summoning – The partner meetings may be held and validly deliberate, being
exempted the formalities for summoning contained in the heading of this clause,
if partners representing the totality of the joint stock are present, or if all
declare themselves, in writing, conscious of the place, date, time and order of
the day.





13THCLAUSE – Without prejudice to
the holding of the meetings foreseen in the previous clause, a Annual General
Assembly  shall necessarily be held, in the 04 (four) months
subsequent to the end of the fiscal year, to deliberate the following
matters:


a)           to
take in the reports of the administrators;


b)           to
approve the balance-sheet and the economical result;


c)           to
designate administrators, if it is the case; and


d)           other
matters that are in the order of the day.





First Paragraph: All
dispositions relative to partners’ meetings apply to the Annual General
Assembly, including those related to the exemption of the summoning
formalities.





Second Paragraph: The
announcing of the summoning for the Annual General Assembly shall be made public
03 (three) times.  The date of the first summoning shall take place 08
(eight) days in advance and the last 05 (five) days in advance to the date of
the assembly.










Third Paragraph: Up to 30
(thirty) before the set date of the Annual General Assembly, the documents
related to the matters set in items “a” e “b” of the heading, shall be made
available the partners that do no hold the office of administrator, with the
suitable proof of their having been received.





14THCLAUSE –Exemption of holding
meetings or assemblies. The meetings and assemblies can be exempted of taking
place when all partners deliberate, in writing, about the matter which would
have been their object, in the exact terms of the 3rd§ of
article 1.072 of the Brazilian Civil Code (Law n. 10.406/02).





CHAPATER IX – OF SOCIAL
DELIBERATIONS





15THCLAUSE –The following
matters depend on the approval of share-holding partners representing the
majority of the joint stock:


a)  approval of the
administration’s numbers;


b)just-cause based
exclusion of a partner.





16THCLAUSE –The following
matters depend on the approval of share-holding partners representing Simple
majority of the joint stock::


a)           the
naming of the a partner or non-partner administrator;


b)           destitution
of a partner or non-partner administrator


c)           remuneration
form of the partner of non-partner administrators.


d)           filing
for judicial or extrajudicial recovery;





17thCLAUSE –The following
matters depend on the approval of share-holding partners representing 2/3 (two
thirds) of the joint stock:


a)           changing
the social contract;


b)           incorporation;


c)           merger;


d)           extinction
of the corporation;


e)           ceasing
the state of liquidation;


f)           dissolution
of the corporation;









g)           splitting
the corporation;


h)           transformation;


i)           opening
and closing of branches, offices or agencies;


j)           remuneration
form of the partner or non-partner administrators;





CHAPTER  X – OR
THE CEASSING OF SHARES AND RIGHT OF PREFERENCE





18thCLAUSE – The partners shall
not be allowed to cease or transfer their shares, for any reason, completely or
partially, to parties foreign to the corporate chart.





19THCLAUSE –If no partners show
interest in acquiring shares from the exiting and/or selling partner, the latter
will be given right of dissidence, his entitlements being verified and paid in
the form of the 21st clause
below.





CHAPTER XI – OF THE
DISSOLUTION OF THE JOINT STOCK CORPORATION





20THCLAUSE – Besides the cases
legally foreseen, the joint stock corporation shall come to be dissolved, at any
time, only by will of the partners representing 3⁄4 (three quarters) of the joint
stock.





21stCLAUSE –The death of any of
the partners shall not cause the dissolution of the joint stock corporation, the
latter continuing with its remaining partners.





First Paragraph:It is
expressly forbidden the admittance of partners foreign to the corporate chart,
for any reason, in the form of heirs, successors, spouses, ex-spouses,
co-inhabitant or former co-inhabitant, safe by expressed acceptance of the
remaining partners.










Second Paragraph: No heirs
and/or successors of the deceased partner being admitted, a special
balance-sheet will be raised, through which the corresponding share value will
be verified, to be paid in 60 (sixty) monthly, successive, installments of equal
value, the first of which shall be paid in the deadline of 90 (ninety) days,
counted from the event .





CHAPTER XII – OF THE
RESOLUTION OF THE JOINT STOCK CORPORATION REGARDING A
PARTNER





22ndCLAUSE – The partner who
wishes to withdraw himself from the corporation shall do his notice in
writing,  with a minimum of 60 (sixty) days in advance, informing his
intention of no longer remaining in the joint stock corporation. The partner’s
entitlements will be verified and paid in the way foreseen in the second
paragraph of the 21st clause
above.





23RDCLAUSE – The exclusion of a
partner shall be expressly admitted by just cause, without prejudice to the
remaining forms of exclusion foreseen in specific legislation, by deliberation
of the partners representing the majority of the joint stock
corporation.





First Paragraph: It will
fitting of the partners’ meeting, specially summoned to this end, to deliberate
on the configuration of just cause, setting conducts and/or acts of undeniable
gravity and endangerment, which put the continuity of the company at risk as
well as the consecution of their corporate objectives.





Second Paragraph:The accused
partner shall be made aware of the date, time and place of the meeting or
assembly that is to deliberate on his exclusion, conferring him the right to
defend and contest.





Third Paragraph: The
entitlements of the excluded partner shall be calculated and paid for in the way
foreseen on the second paragraph of the 21st clause,
above.











CHAPTER XIII – OF THE FISCAL
YEAR





24THCLAUSE – The fiscal year
shall coincide with the civil year, it’s Patrimonial Balance-Sheet being raised
December 31st of
every year. The verified profits and losses shall be attributed to the partners
proportionately to their shares in the capital.





First Paragraph: The verified
net profits shall have the destination that is given to them by the partners
representing the majority of the joint stock capital.





Second Paragraph: It is as of
now authorized, the raising of intermediate balance-sheets, for eventual profit
distribution, even if the fiscal year has not come to an end.





CHAPTER XIV – OF THE GENERAL
DISPOSITIONS





25thCLAUSE –The rules relative
to the Joint Stock Corporations are applicable, in supplementary character or in
case of any omissions of the present contract.





26THCLAUSE –The partner or
non-partner administrators are exempt of extending guarantees for their
management or administration acts.





CHAPTER XV – OF THE
ARBITRATION AND COMPETENT COURT





27THCLAUSE – Any and all
controversies arising from the present social contract that is not able to be
settled by the partners consensually, shall be resolved through arbitration to
be conducted by arbitrators that are part of the body and in the form regulated
by BOVESPA’s Chamber of Arbitration and Mediation, the partners binding
themselves to this form of solution independently of any other, however specific
or privileged it is, binding themselves through the signing of an arbitration
commitment in the for that  is applicable in the regulations of the
BOVESPA’s Chamber of Arbitration and Mediation or any other Chamber of
Arbitration that is elected in common accord between the partners.










28thCLAUSE –Finally,  the Central Judicature of the Capital of the State of
São Paulo is elect as the competent court, to execute any arbitral decision, if
necessary, explicitly excluding any other, independently of how privileged it is
..








DECLARATION OF INEXISTANCE
OF IMPEDIMENT FOR THE EXERCISE OF ADMINISTRATION OF A JOINT STOCK
CORPORATION





The
partners and administrators declare, under the auspices of the law, that they
are not impeded to exercise the administration of the joint stock corporation,
by specific legislation or by virtue of a criminal conviction, or because they
are under the effect of penalties that forbid them, even if temporarily, the
access to public office, that they have not been convicted of any bankruptcy
related crime, of prevarication, obstruction or bribery, of trying to obtain
illicit advantages due to public office, of stealing public funds or goods, or
still of having committed crimes against the popular economy, against the
national financial system, against the rules of defense of the competition,
against consumer relations, public trust or property.





And, by
thus being fair and subject to common accord, the Parties sign the present
instrument in 03 (three) copies of equal content and validity, in the concrete
presence of 02 (two) witnesses, so as to generate the expected legal
effects.




São
Paulo, May 20th,
2009










JAVIER
      TAÑO FEIJÓOGIOVANNA
      BENETTICASTROL
      LLCP.
      Edison CarmagnaniB&D
      FOOD COORPORATIONJavier
      Taño
Feijóo





Witnesses:





1.
                                  
                                  
                                  2.Name:
      Geroncio O. Moreira
                                  
                                  Name:
      Ivania Sobral de BritoID:
      14.921.565
                                  
                                  ID:
      14.254.195Emitted
      by: SSP/SP
                                  
                                  Emitted
      by:
SSP/SP