ex10-17.htm


    Exhibit
10.17

    PARTICULAR
INSTRUMENT OF RENT AGREEMENT.

    


     This
rental agreement is made by and between CEPRIN EMPREENDIMENTOS  E
PARTICIPAÇÕES S/A, located at Rua Haddock Lobo, 403, Casa 1-C, Tax Identity
Number 66.957.283/0001-72, on this act represented by his director Mr. Roberto
Ostrowicz Burstin of nationality Brazilian, being divorced of marital status,
who proves his identity with Identity card Number 7.371.135 – SSP – SP, CPF
Number 081.989.518-06, hereinafter referred to as THE LANDLORD, and the other
part as granted renter, QUALYTEXTIL S/A, located at Rua do Luxemburgo, Quadra O,
Lotes 82/83, District São Caetano, Salvador, Bahia , Zip Code 41230-000, Tax
Identity Number 04.011.170/0001-22, on this act represented  by his
directors Mr. Miguel Antonio do Guimarães Bastos, of nationality Brazilian,
being married of marital status, who proves his identity with Identity Card
Number 4607520 SSP/BA, CPF Number 125.891.957-53, domiciled at Condomínio Parque
Encontro das Águas, Quadra I, Lote 39, District Portão, ZIP CODE 42.700-000,
Laura de Freitas, Bahia, and Elder Marcos Vieira da Conceição, of nationality
Brazilian, being married of marital status   who proves his
identity with Identity card Number 793.295.605-63, domiciled at 371 Rua Clarival
do Prado Valladares, Condomínio Monte Trianon, Salvador,
Bahia,      hereinafter referred to
as  THE TENANT, the parties involved agree to the following terms and
conditions stipulated in this rental contract:

    


    


    FIRST CLAUSE
-                  PROPERTY AND
OBJECT

    


    
      	
              1.1.1

            	
              The
      LANDLORD is a lady
      and legitimate owner of the hangar located in this capital, at 708 Rua do
      Curtume – Warehouse  10 , registered at the 10th  Notary’s
      Office of the Capital Properties with the Number 46.157,  and
      registered in São Paulo ́s city town hall  with the number
      099.045.0011-8.

            


    

    


    
      	
              1.1.2

            	
              By
      this instrument, THE
      LANDLORD rent the cited property to THE TENANT to be used
      solely for commercial and industrial activities, being prohibited to give
      any other usage without the previous and express consent of the
      LANDLORD.

            


    

    


    SECOND CLAUSE
-            PERIOD

    


    
      	
              2.1 

            	
              The
      total term for this rental will be of 60 (sixty) months, beginning
      on November
      1st 2008 and ending on October 31st
      2013, on this date independently of any acknowledgment or notification,
      the TENANT Has the obligation of returning  the property in the
      same state it was given to him and with no occupants of any
      kind.

            


    

    


    THIRD CLAUSE
-                RENTING, READJUSTEMENTS, PAYMENTS AND
DELAYINGS.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.1

            	
              The
      monthly rent for this contract will be of R$24.760,00 (twenty four
      thousand seven hundred sixty reais), which will be readjusted each period
      of 12(twelve) months, having as index the Brazilian IGP_M/FGV, or in the
      lack of this index, any other  indexation admitted by the
      current law.

            


    

    


    
      
        	
                3.1.1

              	
                The
      TENANT will enjoy the lack to the payment of the rent referring the two
      first months of the location (November and December 2008) because
      of   the improvements that he will realize in the property,
      as well as the fact that an area of 500 m2 will still be in use by another
      company (DUNA REVENDEDORA DE VEÍCULOS LTDA), that also signs this current
      contract as CONSENTING, being obliged to return the property to the
      LANDLORD up to next December 31st ,
      with no occupants of any kind,  duly warned to pay a fine
      established in the rescission celebrated between that company and the
      LANDLORD.

              


      

    

    
      


    

    
      
        	
                3.1.2-

              	
                The
      TENANT will also enjoy of 5% discount to the payment of the rents
      referring to the two first years of renting (from the third to the twenty
      fourth months), having to pay the integral value with the respective
      readjusts from the twenty fifth
month.

              


      

    

    
      


    

    
      
        	
                3.2

              	
                f
      in a virtue of legislation, it is admitted the readjustment of the
      rent     in  an inferior regularity
      above adjusted, the parties, hereinafter agrees to adopt immediately, the
      new and lesser regularity of readjustments that comes to be
      allowed.

              


      

    

    
      


    

    
      
        	
                3.3

              	
                The
      TENANT compels to pay besides the monthly rent, the totality of taxes or
      tributes, that happen or come to happen on the leased property, as well as
      all the bills of consume , in the measure of its liabilities, duly warned
      that he will be paying the fines or additions related to the
      delay.

              


      

    

    
      


    

    
      
        	
                3.4

              	
                The
      rent for each month must be paid by the TENANT to the LANDLORD up to the
      fifth day of the subsequent month, by means of a deposit  in the
      LANDLORD banking account at Banco Safra S/A, Ag. 0115, Account Number
      010.110-2, or in other place or banking account that will come to be
      determined by the LANDLORD. It is  understood and agreed that if
      there is not a prompt fulfillment of this payment clause, THE TENANT will
      have to pay a deferred payment, independent of any acknowledgment,
      notification or
interpellation.

              


      

    

    
      


    

    
      
        	
                3.5

              	
                In
      the case of deferred payment of THE TENANT, related to rent payment or
      stipulated duties, the due value will be increased of 10% fine that will
      have to be calculated pro-rat. if the delay is superior to 30 days,
      besides the fine, there will be interests of 1% to the month, as well as
      an indexation.

              


      

    

    
      


    

    
      
        	
                FOURTH
      CLAUSE -

              	
                CONSERVATION
      OF THE PROPERTY AND REQUIREMENTS OF PUBLIC
  AGENCIES.

              


      

    

    
      


    

    
      
        	
                4.1

              	
                THE
      TENANT compels to keep  the property leased in the same way he
      received it, in perfect state of conservation, cleanness and
      hygiene,

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      having to
conserve it and its accessories in perfect state of use and functioning, thus to
return it to the landlord at the end of the leasing or when the contract is
rescinded.

    

    
      


    

    
      
        	
                4.2

              	
                THE
      TENANT compels to be compliant to all requirements from the public
      agencies, as well as to forward to the LANDLORD any acknowledgment,
      notification or communication he will receive from public authorities and
      that require exclusive steps in charge of the LANDLORD. Duly warned not
      making the LANDLORD to answer for eventual fines, additions or
      damages.

              


      

    

    
      


    

    
      
        	
                4.3

              	
                No
      summon from public authorities will constitute reason for abandonment of
      the leased property or rescission of this contract by the
      TENANT.

              


      

    

    
      


    

    
      
        	
                4.4

              	
                The
      suspension or disability from the public authorities of the TENANT
      activities in the property constitutes a risk of his exclusive
      responsibility, continuing being obliged to fulfill the present contract,
      mainly in what it refers to the stated period and payment of the rent and
      incumbencies stipulated.

              


      

    

    
      


    

    
      
        	
                4.5

              	
                The
      LANDLORD delivers to the TENANT the leased property totally regularized at
      São Paulo Fire Department (AVCB). The TENANT compels to keep the cited
      certification in sequence and bring it up to date, having to renew it
      whenever its stated period of validity expires.  The
      unfulfilment of what is established in this clause characterizes
      contractual infraction, having the infractor to pay the fine agreed in the
      tenth clause of this
contract.

              


      

    

    
      


    

    
      


    

    
      FIFTH
CLAUSE
-               
  MODIFICATIONS

    

    
      


    

    
      
        	
                5.1

              	
                THE
      TENANT has prohibited doing any kind of modifications to the property
      without the previous written authorization from THE LANDLORD. When
      improvement is made with previous authorization  from the
      LANDLORD, they will be integrant part of the property,
      even   being necessary or useful, and THE TENANT will
      renounce to the eventual right of indemnity, compensation or
      retention.

              


      

    

    
      


    

    
      
        	
                5.2

              	
                in
      any hypothesis, for the accomplishment of improvements to be introduced in
      the leased property, besides the previous written authorization from the
      LANDLORD, the TENANT has to observe the applicable legislation and
      respective positions, either Federal, state or municipal, the TENANT is
      duly warned to be responsible for the imposed fines, even launched on
      behalf of the LANDLORD, as well as in eventual
  damages.

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      SIXTH
CLAUSE
-                 DISPOSSESSION

    

    
      


    

    
      
        	
                6.1

              	
                in
      the force majeure, dispossession or any other act determined by the public
      authorities, the parties will be  unobligated of all
      the    clauses and conditions of this contract,
      excepted to the LANDLORD the right to plead from public authorities the
      indemnity if any.

              


      

    

    
      


    

    
      SEVENTH
CLAUSE
-          INSURANCES

    

    
      


    

    
      
        	
                7.1

              	
                The
      TENANT compels to reimburse to the LANDLORD the prize of insurance against
      risks of fire, fire and explosion, as well as loss of rent that the
      LANDLORD contracts with insuring company of its choice, being that the
      collection of such reimbursement will be made in the measure of its
      liability.

              


      

    

    
      


    

    
      EIGHTH
CLAUSE
-              SUBLET
OR CESSION AND PREFERENCE

    

    
      


    

    
      
        	
                8.1

              	
                THE
      TENANT has prohibited subletting totally or partially the property, as
      well as yielding or transferring the current rights of this contract,
      without previous written authorization of the LANDLORD, duly warned to
      incur into contractual infraction of serious nature, exception done to the
      companies of his group, having however to inform the LANDLORD by means of
      remittance of notarized copy of the instrument, in a
      maximum  stated period of 15 days of the signature of the same,
      duly warned  that not making that, it results in a contractual
      infraction of serious nature , subjects to the criterion of the
      LANDLORD.

              


      

    

    
      


    

    
      
        	
                8.2

              	
                In
      attendance to the resolution number 14 of the COAF, the TENANT compels to
      immediately inform the landlord any cession or transference of the social
      quotas to third strange part during the validity of the present
      instrument, duly warned to be responsible of the TENANT independently of
      any acknowledgment or notification, in the penalties that comes to be
      imposed to the landlord in virtue of related
  resolution.

              


      

    

    
      


    

    
      
        	
                8.3

              	
                The
      alienation at any time of the property that is object of this contract
      constitutes a faculty of the LANDLORD, hypothesis
      where, the TENANT not exerting his right of preference within the legal
      stated period, will be compelled to allow to the visit of candidates
      interested in purchasing the property, at least 2 days per week and in
      schedules previously established between the parts, until the effective
      concretion of the sales.

              


      

    

    
      


    

    
      
        	
                8.3.1

              	
                In
      case the property comes to be alienated in the course of
      the  contract, the permanence of the TENANT will be
      respected, for what is stipulated in the present
  contract.

              


      

    

    
      


    

    
      
        	
                8.4

              	
                It
      is stipulated that for the objects and effects of the article eighth of
      the Law number 8,245/91, in the hypothesis of alienation of the property
      that is object of this contract, the buyer is subject to all the terms
      and

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        conditions
of this contract, mainly in regards to the stated period of validity agreed
between the parties, the LANDLORD is compelled to include a clause in this
direction in the document of Sales and Purchase of the property. The LANDLORD
agrees and authorizes that this present contract will be registered in the
notary's office of competent real estate record, running these expenses on the
account of the TENANT, inclusively in regard to the release when the rent
contract is ended or rescinded.

      

    

    
      


    

    
      NINETH
CLAUSE                INSPECTION

    

    
      


    

    
      
        	
                9.1

              	
                It
      is assured to the LANDLORD, through his chairmen, the right to examine or
      to inspect the leased property, whenever he understands necessary or
      convenient. It is stipulated here that such examinations or inspections
      could be proceeded from Monday to Friday between 9:00 am to 05:00
      pm.

              


      

    

    
      


    

    
      
        	
                9.2

              	
                Whenever
      after inspection it is observed some damage or irregularity in the
      property or infraction to this contract, the TENANT will be compelled to
      repair them in a stated period of 30 days, through the notification that
      will be directed to him by the LANDLORD, duly warned to incur into the
      fine foreseen in the tenth clause, in addition of causing the rescission
      of the present instrument.

              


      

    

    
      


    

    
      TENTH
CLAUSE                  FINE

    

    
      


    

    
      
        	
                10.1

              	
                It
      is stipulated the fine corresponding to 03 rents effective at the time of
      the infraction, into which the party  that infringes any clause
      or condition of this contract will incur, excepted the innocent part, the
      right of being able to consider rescinded the contract. The stipulated
      fine  will be always proportional to the lasting period of the
      lease, in the terms of article 413 of the Brazilian Civil Code, law number
      10.406/02.

              


      

    

    
      


    

    
      ELEVENTH
CLAUSE          GUARANTEE –
INSURANCE BAIL.

    

    
      


    

    
      
        	
                11.1

              	
                As
      a pledge of all the obligations assumed in the present contract until the
      effective inoccupation of the property with the delivery of the keys
      against receipt, the TENANT is compelled to deliver to the LANDLORD, in
      the stated period of up to 30 days from the signature of this instrument,
      an insurance bail, that will be contracted from Porto Seguros, Seguros
      Gerais, having the value of the insurance to be corresponding to
      the total value of this
contract.

              


      

    

    
      


    

    
      
        	
                11.2

              	
                The
      breach of contract in the obligation assumed by the TENANT, within the
      consigned stated period in the clause 11.1 above, will configure
      contractual infraction of serious nature, being exclusive criterion of the
      LANDLORD to rescind the present contract and/or set up the fine
      corresponding to 03 months of the value of the monthly
    rent.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      


    

    
      TWELVETH
CLAUSE         FINAL
DISPOSALS.

    

    
      


    

    
      
        	
                12.1

              	
                The
      present contract will be conducted by the Law number 8.245/91 and in
      accordance to the clauses and conditions portrayed in this
      instrument.

              


      

    

    
      


    

    
      
        	
                12.2

              	
                The
      terms of present instrument compels the parties and their eventual
      successors to any claim..

              


      

    

    
      


    

    
      
        	
                12.3

              	
                In
      the terms of proposition IV, of the article 58, Law number 8,245/91, the
      summons, intimidations and notifications of the parties will become
      facultative through correspondence with acknowledgment of the receiving
      act (A.R).

              


      

    

    
      


    

    
      
        	
                12.4

              	
                The
      parties will assume the respective expenses that intend to register the
      present instrument.

              


      

    

    
      


    

    
      
        	
                12.5

              	
                The
      TENANT duly warned admit to commit punishable contractual infraction with
      the fine established in clause 10 above, in the case he does not deliver
      to the LANDLORD any document that  must be taken to his
      knowledge, inclusively summons, notifications, having to answer for
      eventual expenses  resulting from his inertia, such
      as:

              


      

    

    
      


    

    
      
        	
                12.6

              	
                If
      the LANDLORD admits, in benefit of the TENANT any delay in the payment of
      the rent and other expenses to his charge or in the fulfillment of any
      other contractual obligation, this tolerance could not be considered as
      modification of conditions of this instrument, nor will give chance to a
      new action.

              


      

    

    
      


    

    
      
        	
                12.7

              	
                The
      parties declare that there was not a third intermediate that worked to
      allow the accomplishment of the
lease.

              


      

    

    
      


    

    
      


    

    
      THIRTEENTH
CLAUSE      FORUM

    

    
      


    

    
      
        	
                13.1

              	
                The
      parties choose the Main Forum of the Judicial district of the Capital of
      São Paulo, with express waiver of any another one, for more privileged
      than either, to nullify any deriving action of this instrument, running to
      the responsibility of the losing party all judicial and extrajudicial
      expenses, inclusive the court fees, and also attorney honorary fixed here
      at 20% of the cause value.

              


      

    

    
      


    

    
      In
witnesses whereof, the parties have entered into the present agreement in 03
originals.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      Sâo
Paulo, October 28th
,2008.

    

    
      


    

    
      


    

    
      LANDLORD:

    

    
      


    

    
      By: /s/ Roberto Ostrowicz
Burstin

    

    
      CEPRIN
EMPREENDIMENTOS E PARTICIPAÇÕES

    

    
      


    

    
      


    

    
      


    

    
      TENANT:

    

    
      By: /s/ Miguel
Bastos

    

    
      QUALYTEXTIL
S/A