ex10-16.htm


    
      
        Exhibit
10.16

        AGREEMENT
OF NOT RESIDENTIAL
RENT.

         

         This
agreement of not residential rent is made by and between the company JAIME
FINGERGUT  - Engenharia,
Comércio e Industria Ltda. Located at 1971 Avenida Sete de Setembro,
First floor, Corredor da Vitória, CEP 40080-22 – Salvador – Ba. Federal Tax
Identity Number 15.221.641/0001-43, State Tax Identity Number 00658949,
hereinafter referred to as the LANDLORD
, and the other part the company 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, and Mrs.
MÁRCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES, of nationality Brazilian,
being married of marital status   who proves his identity with
Identity card Number 02504273-46 – SSP - Ba,  CPF 507.932.685-91,
hereinafter referred to as  THE
TENANT, the parties involved agree to the following terms and conditions
stipulated in this rental contract:

         

        
          
            	
                    1)

                  	
                    The
      present contract will be conducted by both the Law number 8.245 of
      10/18/1991 that regulates the rent of Urban Land Property and the
      Brazilian Civil Code of not residential
rent.

                  


          

        

        
           

        

        
          	
                   
      

                	
                  2)

                	
                  Property and object.
      The hangar located is of 1.000,00 square meter in addition to an
      office of 100,00 square meter located into the cited hangar, in Salvador
      City at Av. Cardeal Avelar Brandão Vilella s/n, Lotes 11 e 12, Granjas
      Rurais Piraja CEP 41.230-100 registered at  the 2nd  Notary’s
      Office of this Capital Properties with the Number  15055,,. And
      at the Municipal Properties Census with the register Number
      12048.

                


        

         

        
          	
                   
      

                	
                  3)

                	
                  PERIOD. The
      total term for this rental will be of 02 (two)
      months,  Beginning on 12/22/2008 and ending on 12/22/2010, 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.

                


        

         

        
          Paragraph
One: It
is since already guaranteed to the RENTER the option to prorogue this
contract, since he reveals his intention through writing up to 60 (sixty) days
before the ending of the
contract.

        

        
           

        

        
          	
                   
      

                	
                  4)

                	
                  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.

                


        


        
          
             


          

          
             


            
              
 

          

          
             


          

        


        
          	
                   
      

                	
                  5)

                	
                  The
      monthly rent. The monthly rent value of this contract will be of R$
      10.000,00 (ten thousand reais), which will be readjusted at  the
      end of the  period of 12(twelve) months, having as index
      the  Brazilian IGP_M/FGV (General Index of The Market Prices) of
      the period.

                


        

         

        
          	
                   
      

                	
                  6)

                	
                  The
      rent of each month must be paid by the TENANT to the LANDLORD through a
      deposit into his bank account indicated below, every 22nd
      of  payable month.

                


        

        
           

        

        
          	
                   
      

                	
                  To:

                	
                  JAIME
      FINGERGUT – Engenharia, Comércio e Indústria Ltda. CNPJ
      15.221.641/0002-24

                


        

        Banco
Brasdesco S.A

        Agencia:0592-4

        Conta
Corrente: 53555-9

         

        
          Paragraph  one.:
If the LANDLORD admits during the validity of  this contract any
tolerance in benefit to the TENANT regarding the  fulfillment of any
obligation, this tolerance could not be considered as modification of conditions
of the clauses of this  instrument, nor they will give chance to a new
action.

        

        
           

        

        
          
            	 	
                    7)

                  	
                    Any
      improvement made in the leased property by THE TENANT will be integrant
      part of it, and THE TENANT will renounce to the eventual right of
      indemnity, compensation, applying the
      followin  rules:

                  


          

        

         

        
          
            	 	
                    a)

                  	
                    THE
      TENANT is allowed to make modifications just of the internal or external
      structure of the property with previous authorization from the LANDLORD,
      and all expenses related to the improvement will be of the TENANT
      exclusive account.

                  


          

        

        
           

        

        
          
            	 	
                    b)

                  	
                    In
      any circumstance, it will be the criterion of the LANDLORD to accept the
      property at the end of the contract with the modifications made in it
      by the TENANT or he will request their
  demolition.

                  


          

        

         

        
          
            	
                  	
                    8)

                  	
                    In
      addition to the rent, the IPTU (Urban Territorial Tax for Properties) and
      the insurance against Fire and other incidents related to the property
      will be at the TENANT charge, as well as all expenses of his particular
      use (water, light and
telephone)

                  


          

        

        
           

        

        
          Paragraph
one: The TENANT will have to make insurance against fire in an idoneous
company, in the value of 35 (thirty five) times the value of the monthly rent,
to protect the patrimony of the

        


        
          
             


          

          
             


            
              
 

          

          
             


          

        


        
           

        

        
          
            LANDLORD
who will be the beneficiary of the respective policy. This value will be brought
up to date at the same time, in case of the renewal of the
contract.

          

        

        
           

        

        
          Paragraph
two: In the hypothesis of partial accident and since the TENANT reveals
in writing his intention to continue with the rent property, the LANDLORD will
be obliged to use the product of the indemnity in the construction of the part
of the property damaged in the accident.

        

        
           

        

        
          Paragraph
three: In the case of total loss, the contracting parties will be free of
the contractual obligations and this contract will be considered rescinded,
without any complain for any indemnity or compensation, from anyone of the
parties to the other,

        

        
           

        

        
          
            	
                  	
                    9)

                  	
                    THE
      TENANT is prohibited to 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.

                  


          

        

        
           

        

        
          
            	
                  	
                    10)

                  	
                    It
      is assured to the LANDLORD, the right to examine or to
      inspect  the leased property, whenever he or one of his duly
      authorized representative understand necessary or convenient to certify
      the integral fulfillment of this contact or for any other reason, since
      the TENANT is  previously notified 24 hours
    before.

                  


          

        

        
           

        

        
          
            	
                  	
                    11)

                  	
                    THE
      TENANT compels to keep  the leased  property in the
      same state he received it, in perfect condition of use, thus to return it
      to the landlord at the end of the leasing or when the contract is
      rescinded in the same state it was given to him and with no occupants of
      any kind.

                  


          

        

        
           

        

        
          
            	
                  	
                    12)

                  	
                    The
      infraction of any clause of this contract, will conduct to its automatic
      rescission. And the TENANT will have to return immediately the keys of the
      property that must be free of any kind of occupants, independently of any
      acknowledgment, notification, judicial or extra judicial summons;
      otherwise he will suffer impudence and will have to pay a fine equivalent
      to 03 months rent. This fine will be charged independently to the rent and
      incumbencies that expired and that will expire until the effective
      inoccupation of the property, also the necessary expenses, court fees and
      attorney honorary set up at  20% of the value of the cause and
      the other sanctions foreseen in this contract will run to the TENANT
      account. 

                  


          

        

        
           

        

        
          
            	
                  	
                    13)

                  	
                    in
      case of delay in the payment of the rent, the TENANT will  pay a
      2% fine on the delaying value, in addition to the interests of 1% per
      month, and to what is established in
the

                  


          

        


        
          
             


          

          
             


            
              
 

          

          
             


          

        


        
           

        

        
          twelfth
clause of this contract.

        

        
           

        

        
          
            	
                  	
                    14)

                  	
                    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. It is stipulated that for the  objects and effects of
      the article 576 of the Brazilian New Civil Code, 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.

                  


          

        

        
           

        

        
          
            	
                  	
                    Single
      Paragraph:

                  	
                    Expenses
      related to this contract will run to the TENANT
  charge.

                  


          

        

        
           

        

        
          
            	
                  	
                    15)

                  	
                    The
      parties also agreed that if the TENANT rescinds the current
      contract before the stated period established in clause 3, for reason not
      imputable to the LANDLORD, he will be subject to the payment of
      10% fine corresponding to the total owned value of the rents from the
      date of the rescission until the final term of this lease contract, on the
      basis of the effective rent value on the date of the rescission,
      which will never be inferior to the value of 02
      rents.

                  


          

        

        
           

        

        
          
            	
                  	
                    16)

                  	
                    For
      the guarantee of the rent payment, the TENANT delivers to the LANDLORD, a
      rent insurance bail contracted from Porto Seguros for the period of
      this lease agreement. The Insurance Bail contracted by the
      TENANT from PORTO SEGURO COMPANY OF GENERAL INSURANCES, whose
      validity will be of 24 months, will guarantee this lease, in the terms
      of  the proposition III, article 37, law 8,245/91 (Lodger Law)
      by mean of prize payment.

                  


          

        

        
          For the
purpose of this guarantee, the initial prizes and annual renewals of the bail
insurance, calculated as EFFECTIVE NORMS, will have to be paid to the TENANT in
accordance to the proposition XI of article 23 of the Law of Lodger, under
penalties as rescission of this lease agreement, impudence and cancellation of
the policy. The policy will guarantee exclusively the coverings specified in the
insurance proposal. Eventual not paid debits of the present contract by the
TENANT, after regularly urged in such a way will be communicated to the entities
of data bases of credit protection (Serasa, SPC, etc.) for the LANDLORD as well
as for the Insuring Company.

        

        
           

        

        
          
            	
                  	
                    17)

                  	
                    The
      parties choose the Forum of the Judicial district of Salvador - Ba, with
      express waiver of any another one, for more
  privileged

                  


          

        


        
          
             


          

          
             


            
              
 

          

          
             


          

        


        
           

        

        
                     than
either, to nullify any deriving action of this instrument.

        

        
           

        

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

        

        
           

        

        
           

        

        
           

        

        
          Salvador,
December 22nd
,2008.

        

        
           

        

        
           

        

        
          LANDLORD:

        

        
           

        

        
          By: /s/
Jaime Fingergut

        

        
          JAIME
FINGERGUT – Engenharia, Comércio e Indústria Ltda.

        

        
           

        

        
           

        

        
          TENANT:

        

        
          By:
/s/ Miguel Bastos

        

        
          QUALYTEXTIL
S/A