**EXHIBIT
        10.1**
   **28-Jan-2008**
   **Entry
        into a Material Definitive Agreement**
 **Item
        1.01 Entry into a Material Definitive Agreement.**
  January
        28, 2008 B&D Food Corp. ("BDFC") announced today that, on January 24, 2008,
        it signed a shareholder agreement (the "Agreement") with Nicola Development,
        a
        Panamá Company represented by its attorney in fact Mr. João Gilberto Codognotto
        ("JGC"), a Brazilian citizen, and Flaxman Trading S.A., a company incorporated
        in the British Virgin Islands (the "Company"). Pursuant to the Agreement,
        the
        following transactions took place in respect of the Company:
  **Issuance
        and Subscription of Preferred Shares**
  The
        shareholders decided that the Company shall issue 198 Preferred Registered
        Shares at the par value of US$0.01 each. The Preferred Registered Shares
        shall
        be issued to BDFC, with the full knowledge and approval of all shareholders
        who
        decided not to exercise its preferred rights to acquire the Preferred Registered
        Shares issued by the Company.
  **Golden
        Share**
  the
        Articles of Association of the Company were amended to create and issue 1
 (one)
        Golden Share in the value of US $1.00, to be held by Mr. João Gilberto
        Codognotto with the following irrevocable rights:
  (a)
        to
        indicate and elect one (1) Director of the Company or any substitute, out
        of the
        total of 3 (three) Directors;
  (b)
        to
        veto the election of any Director of the Company or the Invested Companies;
  (c)
        to
        veto any direct or indirect transaction with the assets of the Company,
        including but not limited to (i) the sale of quotas or rights to acquire
        quotas
        or participation in invested companies, including but not limited to Socan
        Produtos Alimentícios Ltda., Geskan Indústria e Comércio Ltda. and Leite Canaan
        Indústria e Comércio Ltda. (the "Invested Companies"); (ii) the creation of a
        security interest in, or pledging or otherwise encumbering any part or all
        of
        the Invested Companies quotas; and (iii) the renting or leasing of any property
        of the Company;
  (d)
        to
        veto the reorganization, consolidation, merger, liquidation, readjustment
        of, or
        other change in any corporation, company, or association in which the Company
        has, indirect or indirectly, an interest or shareholding, including the Invested
        Companies;
  (e)
        to
        veto any direct or indirect transaction with the assets of the Invested
        Companies, including but not limited to (i) the sale of quotas or rights
        to
        acquire quotas or participation in invested companies, including but not
        limited
        to the Invested Companies; (ii) the creation of a security interest in, or
        pledging or otherwise encumbering any part or all of the Invested Companies
        assets; (iii) the renting or leasing of any property of the Invested Companies;
        and (iv) the exchanging of any assets of the company;
  (f)
        To
        veto any amendment to the Articles of Association either by shareholders
        or
        directors of the Company in the Company and/or in the Invested Companies.
   
  (g)
        Any
        shareholders or director of the Company or the Invested Companies intending
        to
        perform or carry on any of the transactions described above, shall give 10-day
        prior notice to the Golden Share holder so that he can use his veto powers
        to
        impede or halt any of the above mentioned transactions;
  (h)
        The
        Golden Share shall be cancelled, without the right of its holder to any money,
        right or indemnification, when the Preferred registered Shares are converted
        into Common Shares after the payment of the price (cash or BDFC shares);
  **Board
        of Directors**
  the
        Articles of Association of the Company were amended to create a Board of
        Directors composed of three (3) members.
  **Powers
        of Directors**
  the
        Directors were authorized to:
  2.
        to
        amend the Articles of Association of the Company to provide that the Company
        can
        only be represented by two (2) directors jointly.
  3.
        to
        amend the Articles of Association of the Company to provide that Directors
        shall
        not have rights to amend the Articles of Association of the Company for the
        period of 3 (three) years counted from the present date, nor to decide on
        the
        issuance of new shares whatsoever, which shall be incumbent upon the
        Shareholders, for the same period. In case the conditions and obligations
        stipulated on the Shareholders Agreement executed among the shareholders
        are
        completely satisfied after the period of 3 (three) years, then, these
        obligations related to the directors shall become permanent.
  **Authorized
        Capital**
  the
        Articles of Association of the Company were amended to raise the authorized
        capital to US $100,000.
  **Creation
        of a new Class of Shares**
  the
        Articles of Association of the Company were amended to create a new class
        of
        shares (the "Preferred Registered Shares") with the following rights:
  (a)
        to
        indicate and elect two (2) Directors of the Company, out of the total of
  3
        (three)
        Directors, being agreed that one of these directors shall be Jonas Leite
        de
        Barros. Mr. Jonas cannot be voted off the board by the preferred registered
        shares owner in any event until the preferred shares are converted into common
        shares of the Company in accordance with "(e)" below. And in case Mr. Jonas
        is
        deemed incapable to practice any acts or in case of death, a substitute director
        shall be automatically appointed, and such director shall be Mr. Carlos Alberto
        Rodrigues, or whoever he indicates. Mr. Carlos agrees with his indication
        and
        accepts the function. No corporate act shall be necessary to empower him,
        since
        this document shall be considered as final and binding;
  (b)
        to
        veto for the period of 3 (three) years counted as of the present date, any
        direct or indirect transaction with the assets of the Company, as follows:
        (i)
        the sale of quotas or rights to acquire quotas or participation in the invested
        companies Socan Produtos Alimentícios Ltda., Geskan Indústria e Comércio Ltda.
        and Leite Canaan Indústria e Comércio Ltda. (the "Invested Companies"); (ii) the
        creation of a security interest in, or pledging or otherwise encumbering
        any
        part or all of the Invested Companies quotas; and (iii) the renting or leasing
        of any property of the Company except if necessary for the normal conduction
        of
        the business of the Company;
   
  (c)
        to
        veto for the period of 3 (three) years counted as of the present date, the
        reorganization, consolidation, merger, liquidation, readjustment of, or other
        change in the Invested Companies;
  (d)
        to
        veto for the period of 3 (three) years counted as of the present date, any
        direct or indirect transaction with the assets of the Invested Companies,
        as
        follows: (i) the sale of quotas or rights to acquire quotas or participation
        in
        the Invested Companies; (ii) the creation of a security interest in, or pledging
        or otherwise encumbering any part or all of the Invested Companies assets
        except
        if necessary for the normal conduction of the businesses of the Invested
        Companies; and (iii) the renting or leasing of any property of the Invested
        Companies except if necessary for the normal conduction of the businesses
        of the
        Invested Companies;
  (e)
        to
        convert the Preferred Registered Shares into 198 Common Shares after the
        payment
        to the holders, or to anyone indicated by the holders, of the Common Shares
        of
        the Company of the amount of US$ 37,500,000.00 payable, alternatively, in
        following forms, within six (six) months from this date (the "Payment Date"):
        (a) with the delivery of 50,000.000 shares issued by BDFC, if and when such
        shares reaches the minimum market price of US$ 0.75 each and the liquidity
        of
        those shares reaches de percentage of 2.5% of total outstanding/issued shares
        as
        a daily average for the six months, prior to the Payment Date; or (b) in
        cash,
        for the amount of US $37,500,000 prior to the Payment Date; or (c) a combination
        of shares issued by BDFC and cash, as provided for in items "(a)" and "(b)"
        above until the Payment Date; Notwithstanding anything else to the contrary,
        JGC
        may opt to receive the 50,000,000 shares issued by BDFC irrespectively of
        the
        share price at anytime within the 36 months, by receiving those shares JGC
        shall
        cause the company to convert the preferred register shares into common shares
        as
        stated below in clause (f). As of this date BDFC has 147.900.000 shares
        outstanding.
  (f)
        The
        holders of Common Shares are irrevocably obliged to, upon receiving the cash
        and/or the shares of BDFC, as referred to in item "(e)" above, approve and
        cause
        the conversion of Preferred Registered Shares into Common Shares;
  (g)
        The
        Preferred Registered Shares shall be cancelled, without the right of their
        Preferred Registered Shareholders to any money, right or indemnification,
        if not
        converted into Common Shares after the payment of the price (cash or BDFC
        shares) referred to in item "(e)" above;
  (h)
        To
        veto any amendment to the Articles of Association either by shareholders
        or
        directors of the Company during the period counted as of the present date
        until
        the Payment Date;
  (i)
        Any
        shareholders or director of the Company or the Invested Companies intending
        to
        perform or carry on any of the transactions described above, shall give 10-day
        prior notice to the Preferred registered Shares holders so that they can
        use
        their veto powers to impede or halt any of the above mentioned transactions;
  (j)
        Preferred Registered Shares shall not have rights to received any dividends
        from
        the Company;
  (k)
        Other
        than the powers referred to above, no other right is conferred to the Preferred
        Shares.
  **Appointment
        Of Directors**
  The
        following were appointed Directors of the Company: Daniel Ollech by BDFC,
        Jonas
        Leite de Barros by BDFC and João Gilberto Codognotto by the Golden Shareholder.
        In case of necessary absence of Mr. Gilberto or in case he is deemed incapable
        to practice any acts, a substitute director shall be automatically appointed,
        and such director shall be Mrs. Jane Mary Rodrigues Codognotto or whoever
        she
        indicates. Mrs. Jane agrees with her indication and accepts the function.
        No
        corporate act shall be necessary to empower her, since this document shall
        be
        considered as final and binding.
  A
        copy of
        the shareholders agreement, which is governed by the laws of the British
        Virgin
        Islands, is attached hereto as an exhibit. It is expected that BDFC will
        file
        all applicable financial statements in a subsequent report within the prescribed
        time period.