**STOCK PURCHASE AGREEMENT**

  

**ENTERED INTO BYAND BETWEEN VIDRIOS PANAMENOS S.A.**

 

 

and

####  

#### JORGE ENDARA PANIZA

** **

asLegal Representative **for****SELLER**

 

and

 

**EMPRESASCOMEGUA S.A.**

 

as**PURCHASER**

 

April 4, 2006

 

 

----

**TABLEOF CONTENTS**

 
| ** **                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------|
| **CLAUSE FIRST: DEFINITIONS**                                                                                                    |
| **CLAUSE SECOND: STOCK PURCHASE AND SALE**                                                                                       |
| **CLAUSE THIRD: PAYMENT**                                                                                                        |
| **CLAUSE FOURTH: CLOSING DATE**                                                                                                  |
| **CLAUSE FIFTH: CLOSING DELIVERIES BY SELLERS**                                                                                  |
| **CLAUSE SIXTH: PAYMENT CONFIRMATION**                                                                                           |
| **CLAUSE SEVENTH: ESCROW AGREEMENT**                                                                                             |
| **CLAUSE EIGHTH: REPRESENTATIONS AND WARRANTIES OF SELLERS**                                                                     |
| a) Legal Existence and Qualification                                                                                             |
| b) Subsidiaries                                                                                                                  |
| c) Legal Representatives                                                                                                         |
| d) Capitalization                                                                                                                |
| e) Stock Certificates                                                                                                            |
| f) Corporate Acts and Books                                                                                                      |
| g) Governmental Approvals                                                                                                        |
| h) Validity and Enforcement                                                                                                      |
| i) Corporate Authorization                                                                                                       |
| j) No Conflict                                                                                                                   |
| **CLAUSE NINTH: FINANCIAL INFORMATION**                                                                                          |
| **CLAUSE TENTH: LABOR RELATIONS**                                                                                                |
| **CLAUSE ELEVENTH: GOVERNMENTAL LICENSES**                                                                                       |
| **CLAUSE TWELFTH: LITIGATION**                                                                                                   |
| **CLAUSE THIRTEENTH: ENVIRONMENTAL MATTERS**                                                                                     |
| **CLAUSE FOURTEENTH: BUSINESS REAL PROPERTY**                                                                                    |
| **CLAUSE FIFTEENTH: TAXES**                                                                                                      |
| **CLAUSE          SIXTEENTH: DIVIDENDS AND OTHER DISTRIBUTIONS EXCEPT FOR EXHIBIT M &          A, AND FINANCIAL STATEMENTS** |
| **CLAUSE SEVENTEENTH: COMPLIANCE WITH LAWS**                                                                                     |
| **CLAUSE EIGHTEENTH: INTELLECTUAL PROPERTY**                                                                                     |
| **CLAUSE NINETEENTH: SOFTWARE**                                                                                                  |
| **CLAUSE TWENTIETH: MATERIAL CONTRACTS**                                                                                         |
| **CLAUSE TWENTY FIRST: STOCKHOLDERS AND AFFILIATE RELATIONSHIP**                                                                 |
| **CLAUSE TWENTY SECOND: FURNACE**                                                                                                |
| **CLAUSE TWENTY THIRD: CONDUCT OF BUSINESS**                                                                                     |
| **CLAUSE TWENTY FOURTH: FULL INFORMATION**                                                                                       |
| **CLAUSE TWENTY FIFTH: REPRESENTATIONS AND WARRANTIES OF          PURCHASER**                                                    |
| a) Legal Existence                                                                                                               |
| b) Corporate Approvals                                                                                                           |
| c) Validity and Enforcement                                                                                                      |
| d) Governmental Consent and Third          Parties                                                                               |
| e) No Conflict                                                                                                                   |
| f) Fund Availability                                                                                                             |
| **CLAUSE TWENTY SIXTH: CLOSING DELIVERIES BY PURCHASER**                                                                         |
| a) Corporate Consents of PURCHASER                                                                                               |
| b) Closing Purchase Price                                                                                                        |
| c) Escrow Agreement                                                                                                              |
| **CLAUSE TWENTY SEVENTH: PRECEDENT CONDITIONS TO PURCHASER**                                                                     |
| a) Representations                                                                                                               |
| b) Due Diligence                                                                                                                 |
| c) Obligation Compliance                                                                                                         |
| d) Closing Documents                                                                                                             |
| e) Shareholders                                                                                                                  |
| f) Shares                                                                                                                        |
| g) No Material Adverse Effects                                                                                                   |
| h) Illegality                                                                                                                    |
| **CLAUSE TWENTY EIGHTH: OBSOLETE INVENTORY AND BAD DEBT          RECEIVABLES**                                                   |
| **CLAUSE TWENTY NINTH: ACCESS TO AND SUPPLY OF INFORMATION**                                                                     |
| **CLAUSE THIRTIETH: DURATION OF THE REPRESENTATIONS**                                                                            |
| **CLAUSE THIRTY FIRST: INDEMNIFICATION**                                                                                         |
| **CLAUSE THIRTY SECOND: OBLIGATION TO NOTIFY ANY CLAIM**                                                                         |
| **CLAUSE THIRTY THIRD: TRUST PAYMENTS**                                                                                          |
| **CLAUSE THIRTY FOURTH: STAMP TAX AND EXPENSES**                                                                                 |
| **CLAUSE THIRTY FIFTH: NOTICES**                                                                                                 |
| **CLAUSE THIRTY SIXTH: COUNTERPARTS**                                                                                            |
| **CLAUSE THIRTY SEVENTH: AMENDMENTS**                                                                                            |
| **CLAUSE THIRTY EIGHTH: SUCCESSORS AND ASSIGNEES**                                                                               |
| **CLAUSE THIRTY NINTH: SEVERABILITY**                                                                                            |
| **CLAUSE FORTIETH: FAULTY OR DELAYED PERFORMANCE**                                                                               |
| **CLAUSE FORTY FIRST: HEADINGS**                                                                                                 |
| **CLAUSE FORTY SECOND: COOPERATION**                                                                                             |
| **CLAUSE FORTY THIRD: GOVERNING LAW**                                                                                            |
| **CLAUSE FORTY FOURTH: ARBITRATION**                                                                                             |
| **CLAUSE FORTY FIFTH: EXHIBITS**                                                                                                 |
| **CLAUSE FORTY SIXTH: ELEKTRA**                                                                                                  |
| **CLAUSE FORTY SEVENTH: ASSA COMPANIA DE SEGUROS S.A. --          CLAIM**                                                        |
| **CLAUSE FORTY EIGHTH: MINORITY SHAREHOLDERS**                                                                                   |
| **CLAUSE FORTY NINTH: CONFIDENTIALITY**                                                                                          |

 

**Exhibit A - Share Ownership List**

**ExhibitB - Power of Attorney in favor of the Authorized Representative of EMPRESASCOMEGUA S.A.**

**Exhibit C - Payment Receipt**

**Exhibit D - Closing Certificate**

**Exhibit E - Trust Agreement**

**Exhibit F - Shares detailed**

**ExhibitG - Financial Statements, Reference Situation Statement and ProvisionalFinancial Statements, Bad Debts**

**Exhibit H - Social Security Payroll and Labor BenefitEstimate**

**Exhibit I - Governmental Licenses**

**Exhibit J - Litigation**

**Exhibit K - Environmental Matters**

**Exhibit L - Intellectual Property Rights**

**Exhibit M - Dividends**

**Exhibit N - Material Contracts**

**Exhibit O - Social Agreement and Amendment**

**Exhibit P - Related Party Contracts**

### Exhibit Q - Labor Benefits

### Exhibit R - Banking account

### Exhibit S - Furnace Quotation

****

**STOCK PURCHASE AGREEMENT**

     

The    undersigned, namely, **JORGE ENDARA PANIZA**, male, of age, married, businessman,    resident of Panama, personal ID number 8-16-821. By virtue of the powers-of-attorney    duly granted by the persons listed in Exhibit A hereof and jointly referred    to as **SELLERS**, and **WILHELM STEINVORTH HERRERA,** male, of age,    resident of Costa Rica, holding passport No. 104140424, hereby acting as Authorized    Representative of EMPRESAS COMEGUA S.A., a corporation duly formed and existing    according to the laws of the Republic of Panama, is duly authorized as evidenced    in Power-of-Attorney attached herein as Exhibit B, hereinafter referred to    as **PURCHASER**. It is hereby certified that a Stock Purchase and Sale    Agreement has been entered into subject to the following clauses:

 

**FIRST:****Definitions**: 

 

Sellers: Allindividual or legal entities listed in Exhibit A hereof, acting independently.

 

PURCHASER:EMPRESAS COMEGUA S.A., a Panamanian corporation duly formed and existingaccording to the laws of the Republic of Panama and recorded in the CommercialSection of the Public Registry in Fiche 202161, Roll 22625, Image 18 sinceNovember 11, 1987.

Closing Date: On the execution date of this agreement, this is, April four (4), two thousandsix (2006). 

 

SELLERRepresentative: Mr. Jorge Endara Paniza, citizen of Panama, personal IDnumber 8-16-821.

 

ESCROW AGENT: BANISTMO CAPITAL MARKETS GROUP INC.

 

Bad DebtReceivables: Those receivables from VIPASA which are classified as to becollected within ninety (90) days or more at the closing date, according to thereceivables aged list of VIPASA attached herein as Exhibit G. 

 

ObsoleteInventory: Any inventory which is in VIPASA stock at the Closing Date, and whichmanufacturing date is before or on January 31, 2005.

 

FundacionVIPASA: A private-owned foundation, organized, and legally existing accordingto the laws of the Republic of Panama, which purpose is to receive fromPURCHASER, the Purchase Price of the SHARES, as referred to in Clause Thirdhereof, and act as beneficiary in the Escrow Agreement in benefit of SELLER inproportion to their respective equity interest in VIPASA. 

 

Shares: Anyissued and outstanding Shares of VIDRIOS PANAMENOS, S.A. sold to PURCHASER byvirtue of this Agreement.

  

VIPASA: Vidrios    Panamenos, S.A. A Coporation, which shares, are subject matter of this sale.

 

Person: MeansSELLER acting jointly, where each SELLER acts in proportion to its respectiveequity interest in VIPASA.

 

**SECOND:****Stock Purchase and Sale.** Subject to performance of all terms andconditions provided hereof, each **SELLER**, hereby sells, assigns, conveys,and grants to **PURCHASER**, and PURCHASER buys and receives from each **SELLER**on the Closing Date: Two Million Nine Hundred Sixty Five Thousand Eight HundredTwelve (2,965,812) shares, which represent Ninety Eight period Fifty Ninepercent (98.59%) of the stock capital owned by **VIDRIOS PANAMENOS S.A.(hereinafter referred to as VIPASA)** as specified in Exhibit A owned by each**SELLER** are part of this Agreement (hereinafter referred to as **SHARES),**free of any encumbrance, restriction, limitation, claim or third party rightsof any kind or nature.

 

**THIRD: PAYMENT.** Subject to performance of all terms and conditions providedhereof, and as consideration for the sale of the **SHARES**, on the ClosingDate, **PURCHASER** shall pay **SELLER** the amount of SEVENTEEN MILLIONSEVEN HUNDRED SEVENTEEN THOUSAND ONE HUNDRED THIRTY NINE DOLLARS(US$17,717,139.00) by wire transfer of immediately available funds payable toFUNDACION VIPASA, in an account mentioned in Exhibit R. Such amount shall bepaid out among **SELLERS** in proportion to their equity interest inVIPASA. 

 

**PURCHASER**sole responsibility shall be to bond the abovementioned amount in the bankingaccount mentioned in Exhibit R hereof. FUNDACION VIPASA shall beresponsible to paid out the purchase price among **SELLERS**, such paid out byFUNDACION VIPASA shall not be a condition for the consumation of thetransactions hereof. 

 

**FOURTH:****Closing Date.** Subject to performance all terms and conditionsprovided hereof, the sale, assignment, transfer, and delivery of the SHARES andthe Closing Purchase Price, shall be simultaneously on the Closing Date, thisis, on the fourth (4th) day of April two thousand six (2006) at ten thirty(10:30) a.m., Law Firm ICAZA, GONZALEZ-RUIZ & ALEMAN, located at CalleAquilino de la Guardia No. 8, Edificio IGRA, Quinto Piso, City of Panama,Republic of Panama.

 

The partieshereof may mutually agree to postpone the Closing Date.

 

**FIFTH:****Closing Deliveries by SELLERS.** On the Closing Date, after **SELLERS**have the bank confirmation receipt of the immediately available funds, **SELLERS**shall deliver to **PURCHASER** the following documents:

 

i)Stock Certificates evidencing the SHARES duly    endorsed by **SELLERS** and on behalf of **PURCHASER**, its respective    SELLER in the event of an individual entity, and signed by the authorized    representative of Seller, in the event of a legal entity. 

ii)Registry of shares of VIPASA, including transfer    statements of the SHARES, subject matter of this sale in favor of **PURCHASER**. Such    Registry must be duly certified by VIPASA Secretary. 

iii)A document where acknowledges receipt of payment    of the SHARES, according to the form of Exhibit C attached herein.

iv)Power of attorney duly granted by each **SELLER**    in favor of Jorge Endara Paniza.****The signature of each **SELLER**    must be authenticated by Notary Public.

v)Meeting minutes of the Board of Directors or    Shareholders Meeting of each SELLER being a legal entity, certifying the    sale of the SHARES owned and the execution of this Agreement.

vi)VIPASA No rent debt certificate.

vii)No debts certificate of the Municipal District    of Panama corresponding to VIPASA.

viii)No debts certificate of the Social Security Payroll.

ix)Legal opinion issued by a Law Firm in the Republic    of Panama relating the validity and enforceability of this Agreement.

x)Closing Certificate duly signed by SELLERS' Representative    and according to Exhibit D hereof.

xi)Letter from a Law firm stating all related civil,    labor, administrative, and court actions under administrative law by VIPASA    effective as of the Closing Date.

xii)No debts certificate from the National Environment    Authority. 

xiii)A sealed or signed document in which the National    Environment Authority confirms reception of such document on regard to any    residual water release. 

xiv)Share Registry of VIPASA, which shall include    all transcripts from all Shareholders Meeting Minutes and all Board of Directors    Meetings of VIPASA held since its organization.

xv)Resignation letter from the seven directors and    assistant directors and from all officers of VIPASA effective on the Closing    Date and, resignation letter from the two directors and assistant directors    of VIPASA effective as of the following date to the Closing Date. 

 

**SIXTH:****Payment verification.** On the ClosingDate,**PURCHASER** shall deliver to **SELLER**, verification from thebank, as referred to in Clause Second hereof, related to a deposit in theamount of Seventeen Million Seven Hundred Seventeen Thousand One Hundred ThirtyNine (US$17,717,139.00) in immediately available funds.

 

**SEVENTH:Escrow Agreement**. Prior to ClosingDate, the parties shall enter into an Escrow Agreement with BANISTMO CAPITALMARKETS GROUP, INC. in accordance with the terms and conditions of the EscrowAgreement attached herein as Exhibit E. In accordance with the terms of theEscrow Agreement, **PURCHASER** shall deposit in an escrow account under theEscrow Agent's name ("Escrow Account") the amount of Two MillionThree Hundred Seven Thousand Six Hundred Ninety Five Dollars ($2,307,695.00),amount such which shall be held in trust, managed, and paid out by Escrow Agentin accordance with the terms of the Escrow Agreement. In addition to the amountmentioned deposited by**PURCHASER** in the Escrow Account at the ClosingDate, PURCHASER shall also deposit in such Escrow Account the first FourHundred Ninety Two Thousand Nine Hundred Fifty Dollars (US$492,950.00) from theamounts of Obsolete Inventory and Bad Debts Receivables as provided in ClauseTwenty Eighth hereof. Such amount shall be paid out according to the termsand conditions provided in the Escrow Agreement. Escrow Agreement must establishthat all funds from the Escrow Account shall be paid out to **SELLERS** asfollows: (i) In the first anniversary of the Closing Date, half of the amount,if any, shall be paid out from the Escrow Account less any expenses and claimsduly submitted and pending to resolve drawn from the Escrow Account, the lattermentioned amounts will not be paid out in such date; (ii) On the eighteenthmonth after the Closing Date, any remainder amount in the Escrow Account lessany expenses and claims duly submitted and pending to resolve drawn from theEscrow Account.

 

**EIGHTH:****Representations and warranties of SELLERS.** Each **SELLER** jointly and severally represent and warrant in proportion totheir respective equity interest in VIPASA to **PURCHASER**, thetruthfulness and accuracy of the following information and representationspertinent to VIPASA and **SELLERS** as of the date hereof and as of theClosing Date, no information has been hidden in order for the representationsto become true and correct given the circumstances of this Agreement.

 

a)Legal Existence and Qualification. VIPASA is a duly organized, validly existing    corporation under the Laws of the Republic of Panama, has all necessary power    and authority to devote to the activities and businesses performed as of the    Closing Date. Exhibit O hereof includes copy of a Social Agreement entered    into by VIPASA and any amendment thereof. 

b)Subsidiaries.VIPASA has no Subsidiaries.

c)Legal    Representatives: As of the Closing Date, VIPASA has no Legal Representative

d)Capitalization. Exhibit F hereof set forths (i)    the authorized capital stock of VIPASA; (ii) the authorized, issued and outstanding    shares of capital stock of VIPASA, (iii) the amount of shares in VIPASA treasury;    and (iv) VIPASA shareholders. All of the issued and outstanding shares of    capital stock of VIPASA are validly issued, fully paid and released and duly    recorded in the share registry of VIPASA. There are no issued and outstanding    shares of capital stock included in Exhibit F hereof, neither outstanding    exchangeable or convertible securities into shares of VIPASA, nor any other    subscription rights that could imply a dilution to VIPASA shareholders, such  as options, warrants or paid-in agreements with any shareholder, related party  or third parties. VIPASA has no obligation or commitment to issue or sell    shares of capital stock or exchangeable or convertible securities into shares    of capital stock to third parties, whether for any option, paid-in or any    other contractual or legal obligation.

e)SHARE certificates. **SELLERS** are respectively,    the only and legitimate proprietary of the SHARES free of any encumbrance,    limitation, restriction, claim or third party rights. There are no third party    restrictions or rights that may limit or condition to hold or encumbrance    the SHARES.

f)Acts and Corporate Books: (a) the shareholders    meeting minutes and Board of Directors meetings minutes of VIPASA, are true    and complete as to all acts and facts, and accurately show each and all resolutions    needed to be adopted by the shareholders and the Board of Directors of VIPASA    as to any act and fact made by such corporation until Closing Date. (b) Corporate    books of VIPASA include all true and correct information and are updated at    the Closing Date, including all shareholder-meeting books, share registry,    Board of Directors meeting. (c) Share registry books of VIPASA include all    effective records of all issued and paid-in Shares, as well as a complete    record of the transfer of such Shares.

g)Governmental Approvals. This Agreement do not    require any consent, approval or registration before any entity, organization,    governmental authority or officer related to the execution and delivery of    this Agreement by **SELLERS**, as well as performance of all contracted    obligations by **SELLER** hereof, and the sale of the SHARES.

h)Validity and Enforceability. This Agreement constitutes    a legal, valid, and enforceable obligation to **SELLERS** according to    its terms.

i)Corporate Approvals. **SELLERS** have obtained    all required corporate consents to approve this Agreement and authorize the    execution thereof in representation thereof, such approvals have been duly    and validly granted according to law, the social agreement, by-laws, and all    shareholders agreements, if any **, from SELLERS.**

j)No Conflict The execution, delivery, and performance    of this Agreement by **SELLERS**, or performance of any contracted obligations    by **PURCHASERS** herein, or the sale of the SHARES to **PURCHASER**    do not (i) contravene with the Social Agreement of VIPASA or any shareholders    agreement in which any of **SELLERS** or VIPASA is a party thereof, (ii)    contravene or violate any law, decree or resolution, sentence or judicial,    administrative or arbitral order applicable to **SELLERS** or VIPASA, (iii)    constitute a violation in terms of any contract, agreement or covenant that    any of the **SELLERS** or **VIPASA** is a party thereof; or (iv) cause    termination, suspension, cancellation or loss of any agreement, permit, license,    authorization, registry, concession or franchise of VIPASA. 

 

**NINTH:****FINANCIAL MATTERS.**

(a) Each **SELLER** severally and inproportion to their respective equity interest in VIPASA on behalf of **PURCHASER**statethat, set forth in Exhibit G hereof includes true and correct copies of (i) theaudited combined statement of situation of VIPASA for each of the fiscal yearsended as of 2003, 2004, and 2005 and the related audited combines statement ofoperations and cash flows of VIPASA, together with all related notes andschedules thereto, accompanied by the reports of PirceWaterhouseCoopers(collectively, "Financial Statements"), and (ii) the unauditedstatement of situation as of January 31, 2006 of VIPASA ("ReferenceSituation Statement"), and the related unaudited consolidatedstatement of operations and cash flows for the month ended as of that date(collectively "Provisional Financial Statements"). TheFinancial Statements, Reference Situation Statement, and Provisional FinancialStatement (i) were prepared in accordance with the books of account and otherfinancial records of VIPASA, (ii) are true, correct and accurate, presentfairly the combined financial condition and results of operations of VIPASA asof the dates thereof or for the periods covered thereby, (iii) haven beenprepared in accordance with the International Accounting Standards, applied ona basis consistent with the past practices of VIPASA, and (iv) include alladjustments (consisting only of normal recurring year-end accruals) that arenecessary for a fair presentation of the combined financial condition of VIPASAand the results of the operations as of the dates thereof or for the periodscovered thereby.

(b) The books of account and other financialrecords of VIPASA: (i) reasonably reflect all items of income and expense andall Assets and Liabilities required to be reflected therein in accordance withthe applicable International Accounting Standards, applied on a basisconsistent with the usual practices of VIPASA, (ii) are in all materialrespects complete and correct, and do not contain or reflect any materia	linaccuracies or discrepancies, (iii) have been maintained in accordance withgood business and accounting practices, and (iv) reflect all items of incomeand expense, and all assets used or expended, and liabilities incurred, in theoperation of VIPASA.

(c) **SELLERS**nor VIPASA have no outstanding liabilities with respect to the Business ofVIPASA, other than (i) liabilities that are listed or reserved against on theFinancial Statements; (ii) liabilities that are set forth in Exhibit G or inthe Provisional Financial Statements; or (iii) liabilities that are notrequired under International Accounting Standards, to be listed or reservedagainst on the Financial Statements, and that do not and could not reasonablybe expected to result in a Loss to VIPASA in a similar or higher figure to fivepercent (5%) of each account, according to the Statement of Situation orOperation Statement of the Audited Financial Statement or the ProvisionalFinancial Statement, whenever such figure is similar to or above five percent(5%) exceeding the amount of Fifty Thousand Dollars (US$50,000.00) individuallyor in the aggregate in such respective account. Reserves are reflected on theReference Situation Statement against all Liabilities of the Business aresufficient and in amounts that have been established on a basis consistent withthe usual practices of VIPASA and in accordance with International AccountingStandards.

(d) Exhibit G hereof is an aged list of theReceivables as of the Closing Date showing separately those Receivables that as of such date (i) are past due by between 0 and 30 days, (ii) are past due bybetween 31 and 60 days; (iii) are past due by between 61 and 90 days; and (iv)are past due by more than 90 days. Subject to any amounts of the correspondingReceivables reflected on the Reference Situation Statement, all Receivablereflected on the Reference Situation Statement and Receivables existing as ofthe Closing Date will have arisen from, the sale of Inventory or services toany Persons and in the ordinary course of business consistent with usualpractice and, except as reserved against on the Reference Situation Statement,constitute or will constitute, as the case may be, only valid, undisputedclaims of VIPASA, not subject to valid claims of setoff or other defenses orcounterclaims other than those arising in the ordinary course of businessconsistent with usual practice of VIPASA. All Receivables reflected on theReference Situation Statement, or those that have risen from such financialstatement through the Closing Date (subject to reserves on bad debts, if any,reflected in the Reference Situation Statement), is true and has been collectedor will be collected, without the need of any legal action or extraordinarycollection procedure within one hundred and twenty (120) days after the ClosingDate.

(e) Subjectto any amount of the corresponding reserves in the Provisional FinancialStatements, the value of the Inventory kept in the Provisional FinancialStatements reflect an historical cost policy of the inventory maintained by VIPASA,which estimates such Inventory at a lower cost (determined as a standard cost)or at a market value. VIPASA has good and marketable title to the Inventoriesowned by it free and clear of all Encumbrances. The Inventories are in goodquality and in conditions sufficient to be marketable according to the ordinarycourse of the business of VIPASA, and subject to the amounts of the reservescorresponding in the Provisional Financial Statement, the Inventories do notconsist of any obsolete, damage, or low quality items neither items held onconsignment. VIPASA is not under any obligation or liability with respect toaccepting returns of items of Inventory or merchandise in the possession oftheir customers other than in the ordinary course of business consistent withusual practices. From the Reference Date, VIPASA has not purchased normanufactured, cause to purchase or manufacture any Inventory for any sale, whichfails to satisfy any quality and quantity standards. VIPASA has notcaused any change of price of any Inventory, except for (a) price reduction toshow any decrease in the cost benefiting VIPASA, (b) reduction and increase forcompetitive conditions, which are consistent with the usual sale practices ofVIPASA, (c) increases that reflect any price rise for acquisition correspondingto VIPASA, and (d) increase and reduction facts made with the written consentof **PURCHASER**. All warehouses, outlet stores and other facilities inwhich the Inventories are located are at VIPASA facilities. All Inventoriesare in good physical and commercial condition and in all aspects, are adequateand usable for any pertinent purpose, may be sold in the line of businessaccording to VIPASA usual practice.

(f) Setforth in Exhibit G is a complete and correct list of the names and addresses ofthe 20 most significant suppliers of VIPASA based on amounts invoiced duringthe 12-month period ended January 31, 2006, the amount for which each suchsupplier invoiced during such period to VIPASA, and the total amount owed toeach such supplier ended January 31, 2006. Set forth in Exhibit G is acomplete and correct list of the names and addresses of the 20 most significantCustomers and dealers, based on dollar sale volumes of VIPASA during the12-month period ended January 31, 2006, taking into account the amount invoicedto each of such Customers or dealers during such period.

(g) VIPASA owns and has good title to allmaterial tangible and intangible personal property reflected on its books andaccounting records, in each case free and clear of all Encumbrances. There areno facts or conditions affecting VIPASA Assets, that could, individually or inthe aggregate, interfere in any respect with its property, use, occupancy oroperation thereof as currently used, occupied or operated by VIPASA. Theassets currently owned or leased by VIPASA, including the furnace breakdownsuffered in February 26 are (i) in good operating condition and repair, exceptfor ordinary wear and tear and since the same were acquired, and (ii)constitute all of the Assets required to operate the Business in the manner inwhich it is currently conducted and in which it has been conducted over thepreceding 12 months in all material aspects.

h) There are no payable accounts to anysupplier related with the breakdown of the furnace occurred on February twentysix two thousand six (2006). Therefore, any repayment under this account bythe insurance company shall inure to the benefit of VIPASA Shareholders at theClosing Date.

i) The payable accounts to any supplier(conventional or ordinary) shall not exceed the standard level kept as ofSeptember two thousand five (2005) and January two thousand six (2006).

j) All raw material, fuel, and input stockare in the standard level comparable with other standard operating months.

     

**TENTH:LABOR RELATIONS.**

a)Each **SELLER** severally and in proportion    to their respective equity interest in VIPASA on behalf of **PURCHASER**states that,    Exhibit H hereof includes the Social Security Payroll of VIPASA and PROCESOS    DE RECICLAJE S.A. ended January 2006, as well as an estimate of the amount    to be paid to such workers for seniority concept ended March 31, 2006 and    severance payment for wrongful discharge at the abovementioned date. All VIPASA    and PROCESOS DE RECICLAJE workers are registered in the Social Security Payroll    of its respective company.

b)no labor claim has been filed at the Closing    Date against VIPASA, other than those mentioned in the letter referred to    in paragraph xi) Clause Fifth hereof.

c)VIPASA and PROCESOS DE RECICLAJE S.A., at the    Closing Date, are updated in the payment of all salaries, vacation, thirteenth    month, and any other labor benefits in favor of its workers.

d)Severance payment. At the Closing Date, VIPASA    is updated in the severance payment for any seniority premium and the permanent    workers indemnification monthly quota. 

e)At the Closing Date, VIPASA and PROCESOS DE RECICLAJE    S.A. are updated in the payment of employer-employee social security quotas,    including professional risks.

f)At the Closing Date, VIPASA and PROCESOS DE RECICLAJE    S.A., have complied with the provisions of the Labor Code in Panama as to    labor relations with their respective workers, as well as with all those applicable    provisions related to labor matters; no breach or default has risen on the    compliance of such laws.

g)FUNDACION VIPASA agrees to assume any obligation    that may rise for food coupons, commissions or any other kind of compensation    paid in relation to the execution of this Agreement. 

 

**ELEVENTH:****GOVERNMENTAL LICENSES.** Each SELLER, severally and in proportionto their respective equity interest in VIPASA on behalf of **PURCHASER**state that, Exhibit I hereof includes a list of all permits, licenses,authorizations, concessions, and governmental registries issued in favor ofVIPASA (hereinafter referred to as "Governmental Licenses"). TheseGovernmental Licenses are all those licenses, permits, authorizations,concessions, and governmental registries that VIPASA is required to have in theoperation of the Business. All VIPASA Governmental Licenses have been dulyobtained and are in full force and effect. 

 

**TWELFTH:****LITIGATION.** Each SELLER severally and in proportion to itsequity interest in VIPASA on behalf of **PURCHASER** states that, except asset forth in Exhibit J hereof, (i) there is no investigation, claim, suit,litigation or action (including, but not limited to, real property seizure orattachment duly prevented), before any civil, criminal, administrative orarbitral authority against VIPASA, that could materially affect any VIPASAAssets, nor any threats thereof, (a) that prevents or could prevent theexecution and delivery of this Agreement or performance of any contractedobligations by **SELLERS** herein, including the SHARE sale, (b) that, inthe event is resolved adversely to VIPASA, it may have a material adverseeffect in the Business, financial situation, results of operations or VIPASAperspective (hereinafter "Litigation"), (ii) there is no fact,circumstance or condition that could reasonably rise any Litigation (iii) thereis no decree, judgment, award, order or determination, whether judicial,administrative, or arbitral against VIPASA as to any unpaid, uncompleted orunrevoked Litigation. 

 

**THIRTEENTH:****ENVIRONMENTAL MATTERS.****SELLERS**severally and inproportion to their respective equity interest in **VIPASA** state that, tothe best of their knowledge, at the Closing Date, **VIPASA** has materiallycomplied with all laws and legal effective provisions in environmental matterin the Republic of Panama, except for the set forth in **Exhibit K** hereof.

Therefore, andsubject to the pertinent environment exceptions set forth in Exhibit K,effective on the Closing Date, **SELLERS** severally and in proportion totheir respective equity interest in **VIPASA** state the following:

i.That **VIPASA** has not received notice from    any Environment National Authority (Autoridad Nacional del Ambiente **"ANAM"**for    its Spanish initials) or any third party of actual or threatened liability    for any violation infringed by **VIPASA** to any effective legal provision    of the Republic of Panama in environmental matter, neither notified to perform    an environmental audit or an Environment Management and Adequacy Plan (Plan    de Adecuacion y Manejo Ambiental "PAMA" for its spanish initials);  

ii.**VIPASA** has obtained all necessary permits    and/or concessions required by effective laws in environmental matter for    any activity; there is no debt with the Environment National Authority **(ANAM)**    for any fine, penalty, right, charge, or fee.

iii.**VIPASA** has not been subject to any material    judgement, decree, or judicial or administrative order relating to performance    of any applicable environmental law in the Republic of Panama;

iv.**VIPASA** is and has been at all times during    the past five (5) years in compliance in all material respects with all applicable    environmental laws effective in the Republic of Panama. VIPASA has never paid    any fines, penalties or assessments for infringement any environmental law    in the Republic of Panama;

v.There have been no releases of Hazardous Materials    release by VIPASA at, on, in, under, over or in any way affecting any real    estate or water bodies requiring VIPASA for an immediate Environment Sanitation.    For purposes hereof, Hazardous Materials constitute any gas, liquid or solid    substances or wastes that, due to its oxide, infection, radioactive, explosiveness,    immediate combustion, flammability, noxiousness, irritability or corrosivity    features, may endanger human health, ecosystem or environment; 

vi.**VIPASA** has filed all notices, registrations,    reports, and other necessary filings, including any assessment for the sustainable    compliance of the Environmental Laws applicable to the Business; 

vii.None of the real property where VIPASA  operates contains any Hazardous Materials, underground storage tanks, open or  closed pits, sumps or other underground containers. 

viii.**SELLERS**have previous provided to **PURCHASER**    correct and complete copies of **VIPASA** relating to all matters associated    with the operations of **VIPASA** that are regulated by and Environmental    Law or otherwise relating to environmental matters, including any environmental    assessments or reports of prior environmental assessments of any **VIPASA**    operations, facilities and properties or with respect to the Real Property.  

ix.Except as set forth in Exhibit K, **VIPASA**,    to the best of its knowledge, has materially complied and always will, on    every account, with all laws applicable in environmental matter and has never    incurred in any violation or breach with such Laws. 

 

**FOURTEENTH:****Real Property.** Each **SELLER** severally and in proportionto their equity interest in VIPASA on behalf of **PURCHASER** states that,at the Closing, VIPASA is not the owner of any real property. 

 

**FIFTEENTH**:**TAXES.** Each **SELLER** severally and in proportion to theirequity interest in VIPASA in favor of **PURCHASER** states that, all taxescreated on VIPASA, its assets, operations and incomes, have been timely paid ormade provision for the payment before or at the Closing Date. As providedherein and in the Escrow Agreement **SELLERS** shall be responsible forpayment of any taxes incurred at the Closing Date, including, but not limitedto, any amount paid by VIPASA to the National Treasury of Panama by virtue ofany tax notice determining existence of a tax obligation in or at the ClosingDate. VIPASA is updated and in compliance with all applicable tax laws and (i)there are no audits or similar investigations by any governmental authoritybeing notified to VIPASA which may be in progress, pending, or notified, beingVIPASA or SELLERS are aware thereof; (ii) there are no fines, penalties,encumbrances or any other obligation on VIPASA derived from any breach on anyapplicable tax laws. During the term of the Escrow Agreement, PURCHASER maycharge the Escrow Account, as provided in such Agreement, any unexpected amountfor taxes levied before the Closing Date as established in this clause andpayable in or after such date. 

 

**SIXTEENTH:****Dividends and other Distributions; except for Exhibit M and FinancialStatements.** Each **SELLER** severally and in proportion to theirrespective equity interest in VIPASA on behalf of **PURCHASER** state, thatVIPASA has not declared any dividend payment being unpaid, nor has anyobligation to declare dividends or make any other distribution to itsshareholders, whether in cash or in kind.

 

**SEVENTEENTH:****Compliance with laws.** Each **SELLER** severally and inproportion to their equity interest in VIPASA on behalf of **PURCHASER**states that, VIPASA is in compliance with all applicable laws, decrees,regulations, contracts, resolutions, and orders.

 

**EIGHTEENTH:****Intellectual Property**. Each **SELLER** severally and inproportion to their equity interest in VIPASA on behalf of **PURCHASER**states that, set forth in Exhibit L hereof is a complete list of alltrademarks, brand name, corporate name, patents, copyrights, and otherintellectual property VIPASA uses in the conduct of the business ("IntellectualProperty Rights"). All Intellectual Property Rights registered forVIPASA and in full force and effect. Such Intellectual Property Rights are freeof all liens, restrictions, or limitation or third party rights; and nodispute, litigation or claim has been made to that effect;

 

**NINETEENTH:****Software.** Each **SELLER** severally and in proportion totheir equity interest in VIPASA on behalf of **PURCHASER** state that, allsoftware used by VIPASA is duly licensed to VIPASA. Such software licenses arein full force and effect. At the Closing Date, all computer systems andsoftware intended in the processing of information is used by VIPASA.

 

**TWENTIETH:****Material Contracts.** Each **SELLER** severally and inproportion to their respective equity interest in VIPASA on behalf of **PURCHASER**states that, set forth in Exhibit N hereof is a complete list of all contractsin which VIPASA is a party at the Closing Date, contracts that represent anobligation to VIPASA in an equal or higher amount to FIFTY THOUSAND DOLLARS(US$50,000.00). Each of such contracts represents a valid and enforceableobligation for VIPASA, and shall continue in force after the Closing Date inaccordance to its respective terms and conditions. None of the parties ofsuch contracts is in material breach, and would not reasonably be expected tobe in a material breach situation.

 

**TWENTYFIRST:****Stockholders and Affiliate Relationship.** Each **SELLER**severally and in proportion to their respective equity interest in VIPASA onbehalf of **PURCHASER** states that, VIPASA has no special privilege, norentered into contracts or agreements with affiliated or related parties byvirtue of which VIPASA may have any obligation under unreasonable marketconditions, including, but not limited to **SELLERS.**Except for theprovided in Exhibit P hereof, none of the **SELLERS** or related parties oraffiliates, and none of the officers or employees of VIPASA has entered intoany contracts or agreements of any kind between them, including, but notlimited to (i) credit or loan agreements or debts to VIPASA; (ii) any kind ofservice providing agreements; (iii) leasing agreements; (iv) stock purchase andsale agreements. At the present time, VIPASA has not debts with any of suchpersons for any reason whatsoever. 

 

**TWENTYSECOND:****Furnace.** Each **SELLER** severallyand in proportion to their equity interest in VIPASA on behalf of **PURCHASER**states that, VIPASA has properly operated, used the appropriate materials andcontracted FOSBEL INC. to repair the furnace used by VIPASA in its producingprocess, due to a breakdown occurred in February twenty six (26) two thousandsix (2006) as evidence in the quotation notice of such company and attached asExhibit S herein. At the Closing Date, such furnace is operating in the sameconditions as it was operating before such date. Notwithstanding theforegoing, the parties hereof duly evidence that, none of the representationsmentioned herein by **SELLERS**, shall be interpreted as if **SELLERS**are guaranteeing the useful life of the furnace to **PURCHASER**. 

 

**TWENTYTHIRD:****Conduct of Business.** Each **SELLER**severally and **in proportion**to their respective interest equity inVIPASA on behalf of **PURCHASER** states that, between January 31, 2006 andthe Closing Date, and the date hereof, VIPASA has conducted the Business in theordinary course consistent with professional and industrial practices, withoutthe prior written consent of **PURCHASER**, except for the performance ofall terms and conditions hereof, amongst others, the following acts: i) carryout any extraordinary acquisition or transfer operations of any real estate orbusiness; (ii) amend its Social Agreement or by-laws or entered into any shareholdersagreement or voting escrow agreement; (iii) merged into any other entity; (iv)alter its outstanding stock capital; (v) grant any mortgage,"pre-crisis", pledges or any other guarantee or bonds on behalf ofthird parties; (vi) make any changes to its accounting methodology; (vii) enterinto any agreement implying a debt in excess of Fifty Thousand Dollars(US$50,000.00); (viii) hired new employees which annual remuneration is inexcess of Thirty Thousand Dollars (US$30,000.00); (ix) made donations to non-profitinstitution in excess of Ten Thousand Dollars (US$10,000.00) individually or inaggregate from the date hereof to Closing Date; (x) grant any compensation toany employee subject to the sale of any SHARE; (xi) in general, do something oromitted to do something as a result of any inaccurate representation content inClause Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteen, Fourteenth,Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Nineteenth, Twenty,Twenty First, Twenty Second, and Twenty Fourth; (xii) amend, as to the 12months prior the execution of this Agreement, any payment term with suppliers;(xiii) amend, as to the 12 months prior the execution of this Agreement, anycollection terms with customers; (xiv) settle any unfavorable litigation forVIPASA in which is a party.

 

During theabovementioned term, VIPASA has not repurchase any SHARES.

 

**TWENTYFOURTH:****Full Information.** All information content inthe representations and warranties of **SELLERS**, constitute all theinformation related to all VIPASA assets, liabilities, capital stock, shareorganization, legal, tax, and labor obligations, financial and administrativesituation, necessary to **PURCHASER** consideration as to the financial andoperating situation of VIPASA. None of **SELLERS** is aware of the factsor circumstances misrepresented by **PURCHASER** hereof or its Exhibits thathas caused or may caused a material adverse effect on any legal, financial oroperating situation of VIPASA.

 

**TWENTYFIFTH****Representations of PURCHASER.****SELLERS**represent to **PURCHASERS** the truth and accuracy of the following as ofthe date hereof and as of the Closing Date, except to the extent any of thefollowing representation are as of a specified date, in which case, **PURCHASER**states such representation shall be true and correct as of that date: 

 

(a) Legal Existence. **PURCHASER** is a duly organizedand validly existing corporation under the laws of Panama. 

(b) Corporate Approvals. **PURCHASER** has all necessarypower and authority to enter into this Agreement, to perform the respectiveobligations hereunder and thereunder, including to purchase the SHARES. **PURCHASER**has obtained all required corporate consents for the execution and delivery ofthis Agreement and the performance of its respective obligations hereunder,including the purchase of the SHARES, such approvals have been duly and validlygranted according to law, the social agreement, by-laws, and any shareholdersagreement, if any, for **PURCHASER.**

(c) Validity and Enforceability. This Agreement has beenduly executed and delivered by the respective authorized representative of **PURCHASER**and constitutes, legal, valid and binding obligations of **PURCHASER** inaccordance with the respective terms hereof.

(d) Governmental Consent and Third Parties. The execution,delivery and performance of this Agreement by **PURCHASER**, and theperformance of its respective obligations hereunder by **PURCHASER**,including the purchase of the SHARES do not require any authorization, approvalor consent from any entity, organism, authority or governmental authority orofficer, and do not require any notification or registration before suchentity, organism, governmental authority or officer, or any other.

(e) NoConflict. The execution, delivery andperformance of all contracted obligations by **PURCHASER** of thisAgreement, including the purchase of the SHARES, do not (i) contravene with theSocial Agreement and by-laws of **PURCHASER** or any other shareholdersagreement where **PURCHASER** or any of its shareholders is a party thereof,(ii) contravene or violate any law, decree or resolution, judgement, orjudicial, administrative or arbitral order applicable to **PURCHASER**,(iii) constitute a violation in terms of any contract, agreement or covenantthat **PURCHASER**is a party thereof; or (iv) cause termination, suspension,cancellation or loss of any agreement, permit, license, authorization,registry, concession or franchise of **PURCHASER**.

f) Fund Availability.**PURCHASER** keeps sufficientavailable funds to perform its obligation in accordance with the terms andconditions hereof.

 

**TWENTYSIXTH:****Deliveries by PURCHASER.** At the Closing Date orbefore, **PURCHASERS** shall deliver to **PURCHASER** the****following:

a) CorporateConsents of **PURCHASER.******Board of Directors Minute of**PURCHASER**, authorizing the execution and delivery of this Agreement andpurchase of the Shares.

b) ClosingPurchase Price. Closing Purchase Price of the Shares in immediatelyavailable funds as agreed in Clause Sixth hereof.

c) Escrow Agreement. The Escrow Agreementshall be duly constituted and all corresponding funds must be duly transferred.

 

**TWENTYSEVENTH: Precedent Conditions to****PURCHASER**. All obligation from **PURCHASER** hereunder, shall be subject to theperformance of the following precedent conditions or waiver thereof by **PURCHASER**earlier or on the Closing Date:

a)Representations.**SELLERS** represent    the truth and accuracy of the content in clause Eighth, Ninth, Tenth, Eleventh,    Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth,    Nineteenth, Twenty, Twenty First, Twenty Second, Twenty Third, and Twenty    Fourth, as of the Closing Date.

b)Due Diligence.**SELLERS** shall allow    **PURCHASER** to perform a complete legal, accounting, administrative,    commercial, and financial investigation of **VIPASA**, which results shall    be satisfactory to****PURCHASER**.**Such investigation shall end no    later than the Closing Date.

c)**SELLERS** shall perform all obligations    in terms of this Agreement as of earlier or on the Closing Date.

d)Closing Documents.**SELLERS** shall,    earlier or on the Closing Date, deliver to **PURCHASER** all documentation    set forth in Clause Fourth hereof.

e)Shareholders. Shareholders namely Gabriel Diez    P., Joaquin JoseVallarino, and Jorge Endara shall have sold to **PURCHASER**    the totality of VIPASA shares of their own, whether by personal certificate    or proxy.

f)Shares.**SELLERS** shall have delivered    to **PURCHASER** the totality of the SHARES set forth in Exhibit A hereof,    duly endorsed. These shares shall represent not less than eighty percent (80%)    of the issued and outstanding shares of VIPASA. 

g)No Material Adverse Effects. Except for    the furnace breakdown occurred on February 26, 2006, from January 31, 2006    to the Closing Date no other event has occurred or may have a material adverse    effect on the financial, legal, or operating situation of VIPASA, which has    failed to disclose by **SELLERS** to **PURCHASER** hereof.

h)Illegality. There shall be no effective Law,    regulation or any other statue, prohibiting, restraining, or directing that    any of the transactions shall not be consummated as provided herein as of    the Closing Date or earlier.

 

**TWENTYEIGHTH: Obsolete Inventory and Bad Debt Receivables.** VIPASA shall hold formal title of all Bad Debt Receivables and ObsoleteInventory. Provided, however, that once all Bad Debt Receivable are collectedand/or the Obsolete Inventory is sold by VIPASA, and the proceeds thereof ispaid to VIPASA and/or the Obsolete Inventory is demolished according to SELLERSinstructions, and the value of such Obsolete Inventory is computed as brokenglass as provided in this clause, such proceeds must be transferred to SELLERSaccording to the respective percentage and in proportion to the shares sold byVIPASA shareholders. Such funds hereinafter referred to as"Proceeds". All expenses related to the sale of any ObsoleteInventory and management of such Obsolete Inventory and Bad Debt Receivables,effectively incurred by third parties and not related to VIPASA or PURCHASER,shall be (i) bear by **SELLERS**; (ii) payable to VIPASA; and (iii) refundedfrom the sale of the Obsolete Inventory in accordance to the invoices dulysubmitted and sustained, such shall not constitute part of the Recovered Amount(as such term is defined below). The amount of Four Hundred Ninety TwoThousand Nine Hundred Fifty Dollars (US$492,950.00) firstly received by VIPASAfrom the Proceeds (hereinafter **"Recovered Amount"**)shall be bonded in an Escrow Account without further exception or condition inaccordance to the terms of the Escrow Agreement and shall be part of the Escrowas if such were deposited at the Closing Date. In the understanding that suchRecovered Amount shall be part of those funds that represent a receivable from VIPASA with a length less than ninety (90) calendar days to the Closing Date,which originally was part of the Obsolete Inventory but sold before ClosingDate for up to an amount of Ninety Eight Thousand Five Hundred Fifty(US$98,590.00). 

As a consequenceof the foregoing, regarding the Obsolete Inventory management, from the BadDebt Receivable and any credit from the sale of the Obsolete Inventory, theparties hereof expressly agree as follows: 

 

a) On regard toany Obsolete Inventory, considering the sale of such product, SELLERS shallonly deduct from the sale price of the Obsolete Inventory, freight costs, anycost effectively incurred in packaging, washing and decor thereof made by VIPASA;

b) On regard toObsolete Inventory, in the event such are sold as broken glass, as indicated bySELLERS, SELLERS shall only consider the average value recorded in VIPASAaccounting books under that same entry and its respective fiscal year;

c) PURCHASERundertakes to facilitate, support, and help, by means of VIPASA or any othersubsidiary and affiliate of PURCHASER, to sell the Obsolete Inventory andrecover any Bad Debt Receivable for a twelve month period computed as of theClosing Date.

d) The settlementand the sale of the Obsolete Inventory, and the collection of all Bad DebtReceivables, shall jointly be made by SELLERS and PURCHASER, including anylegal consultant, collection agent, sellers or agents retained. PURCHASER, bymeans of its representatives, consultants or third parties, agrees tofacilitate and allow access and control to SELLERS to such Obsolete Inventoryand the Bad Debt Receivables.**

e) PURCHASERagrees that any amount collected from the Obsolete Inventory and the Bad DebtReceivables shall be delivered from VIPASA to SELLERS every fifteen (15) days,prior delivery of a statement of account evidencing the deposit in the RecoveredAccount. VIPASA may deduct from such sums, duly evidenced and subject to theestablished in this clause, any freight and packaging costs, washing or decorof the Obsolete Inventory.

f) Any conflict or dispute risen betweenSELLERS and PURCHASER, shall be settled as provided in Clause Forty Thirdhereof. 

 

**TWENTYNINTH:****Access to and Supply of Information.**Prior toClosing Date, VIPASA has provided **PURCHASER** and its key executives,financial advisors and legal counsels, authorized auditors and agents, all (i)reasonable access to its offices, properties, books and records, duringbusiness hours and in such a manner as not to materially interfere with thenormal operations; and (ii) financial, operating, and commercial informationand of any other kind reasonably required by PURCHASER; VIPASA shall instructits employees and counselors to actively cooperate with **PURCHASER** andits key executives, financial advisors and legal counsels, authorized auditorsand agents with the analysis and assessment tasks of VIPASA business and thetransactions subject matter hereof. 

 

**THIRTIETH:****Duration of the Representations.** Each **SELLER**, severallyand in proportion to their respective equity interest in VIPASA,****assumeall liability on the accuracy and truthfulness of the representatives given inClause Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth,Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twenty, TwentyFirst, Twenty Second, Twenty Third, and Twenty Fourth hereof, and acknowledgethat for **PURCHASER** such representations are a determining factor tosettle an amount for the SHARES and, in general, to take a decision to carryout the transactions herein provided based on the accuracy and truthfulness ofthe representations. Such representations shall be in full force and effectwithout any material changes for an eighteen month term computed as of theClosing Date, except for any representation provided in Clause Thirteenth andFifteenth, which shall be effective during the period prescribed according tolaw.

 

**THIRTYFIRST:****Indemnification. (a)** If any information or dataincorporated in any representation and warranty of **SELLERS** in ClauseEight, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth,Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twenty, Twenty First, TwentySecond, Twenty Third, and Twenty Fourth hereof are false, incomplete orinaccurate and, therefore, have a negative material financial effect in theoperation of VIPASA, generating a material reduction in the estate afterperforming the purchase and sale subject matter of this Agreement, **PURCHASER**may claim **SELLERS** and SELLERS shall pay to **PURCHASER** severallyand in proportion to their respective equity interest in VIPASA, anindemnification for damages corresponding to any inaccuracy or inexactness ofsuch representations and warranties up to a maximum amount of the EscrowAccount. Notwithstanding the foregoing, and in proof thereof the parties statethat **SELLERS** are transferring to **PURCHASER** only Ninety eightperiod fifty nine percent (98.59%) of VIPASA shares, indemnification fordamages corresponding to **SELLERS** for any inaccuracy or inexactnessestablished in this clause, shall be only for such percentage, which shall becharged to the Escrow Account.

 

Notwithstandingthe foregoing, on regard to the representations and warranties included inparagraph (a) and (b) Clause Ninth, **SELLERS** shall not be liable toindemnify **BUYER** for any inaccuracy or inexactness of any figure showedin the Financial Statements, Reference Situation Statements or the ProvisionalFinancial Statements, unless the amount of such inaccuracy or inexactnessrepresents an amount which individually or jointly is equal or greater thanfive percent (5%) from each account and according to the Situation BalanceSheet or the Result Statement from the Audited Financial Statements or theProvisional Statements, if, such five percent (5%) (equal or greater than)exceeds the amount of Fifty Thousand Dollars (US$50,000.00) individually or inaggregate in the respective account. 

 

**(b)**The maximum total liability for any inaccuracy or inexactness on the representations    and warranties included in clauses set forth in paragraph (a) hereof to **SELLERS**,    shall be limited to an amount bonded in an Escrow Account set forth in Clause    Seventh plus a recovered amount set forth in Clause Twenty Eighth. Provided,    however, that the limit of liability by which the parties agree shall not    be applicable to (i) any claim for inaccuracy or inexactness of any representations    stated in paragraphs a), d), and e), Clause Eighth; (ii) any claim for inaccuracy    or inexactness of any representations stated in Clause Thirteenth; and (iii)    fraud, misrepresentation by **SELLERS.**

 

**THIRTY SECOND**:**Obligation to notify any claim**. **PURCHASER** shall notify inwriting to **SELLERS** any claim in accordance to the following guidelines:

1.If such breach, inaccuracy or misrepresentation    which may rise or cause any loss, damage, or reduction in the estate to **PURCHASER**,    in terms, conditions and further agreed upon parameters hereof, are a consequence    of its own representations, warranties, and statements, **PURCHASER** shall    notify in writing to **SELLERS** no later than sixty (**60)** calendar    days immediately following the date in which **PURCHASER** is aware of    such breach, inaccuracy and/or misrepresentation. Within the immediately following    thirty-(**30)** calendar days to reception of such notice, **SELLERS**    shall notify **PURCHASER** if such fact is valid or otherwise ungrounded.    If term elapsed and **SELLERS** fail to notify, then **PURCHASER** shall    be fully empowered to claim the respective indemnification thereof according    to the provided herein and the Escrow Agreement. Likewise, it is understood    that, if **SELLERS** notify in writing to **PURCHASER** that such claim    is grounded and acceptance is valid, **SELLERS** shall proceed to pay **PURCHASER**    such claim as provided herein and the Escrow Agreement. In the same manner,    if **SELLERS** deem convenient that such fact is not grounded, shall be    then be notified in writing to **PURCHASER** within the established term. In    such event, if **SELLERS** deem convenient that such fact is not grounded,    **PURCHASER** shall be empowered to commence a negotiation and arbitration    process, as the case may be, and as agreed in Clause **Forty Fourth**  hereof. 

2.Furthermore, if any loss, damage, or reduction    in the estate affecting **PURCHASER** arise as a consequence of any instituted    judicial and/or extrajudicial and/or administrative and/or arbitration claim    or presumed claim by any third party against **VIPASA** based on the abovementioned    facts at the execution of this Purchase and Sale Agreement, subject to the    terms, conditions, and other parameters incorporated hereof, **PURCHASER**    shall notify in writing to **SELLERS** such claim within the following    two (**2**) calendar days to the date in which **PURCHASER** is aware    of such claim. Within the following five (5**)** calendar days to reception    of such notice, **SELLERS** shall notify **PURCHASER** if such fact    is valid or otherwise, ungrounded. 

2.1. If **SELLERS** accept as valid any claimed fact, thenSELLERS shall comply with the appropriate obligation as provided herein. 

2.2. Otherwise, this is, if **SELLERS** deem that such fact isungrounded, then **SELLERS** are bound to: **(i.)** release **PURCHASER**from any kind of liability for any fact claimed**; (ii.)** assume defenseand legal representation of **VIPASA**, at its own expense and risk. Inconsideration and without prejudice of the foregoing, if any claim or if anyinstituted or alleged action by any third parties filed against **VIPASA**after the execution of this instrument, duly based in prior acts thereof, mayturn in opposition thereof into a harm; sentence; arbitration award, fine or ahigher penalty against **VIPASA**, then **SELLERS** and **PURCHASER**,by mutual agreement, shall, at **SELLERS'** own expense and risk, pay,consent, perform any required obligation, and/or settle the same and**(iii.)**perform, subject to the terms, conditions, and further parameters conferred inthe Purchase and Sale Agreement and this instrument, with financial and/orestate obligation enforced by **VIPASA**, as a consequence of any mentionedclaim. It is expressly agreed that, in the event such situation may rise, **PURCHASER**shall have no right to demand from **SELLERS** any kind of reimbursementand/or indemnification. 

 

In the eventthat **SELLERS** fail to subject any claim within the terms established inparagraphs 1 and 2 above, as the case may be, **PURCHASER** shall notify the**Escrow Agent** in writing regarding this matter and to proceed as providedin the Escrow Agreement. If the direct negotiation or arbitration processprovided in Clause Forty Fourth hereof, is settled with the payment of anindemnification in favor of **PURCHASER,** PURCHASER shall notify the sameto**Escrow****Agent**, proceeding to pay the amount of the acceptedindemnification as provided in the Escrow Agreement.

 

**THIRTYTHIRD:****Escrow Payments.** If **SELLERS** shall nothave objected within the term established in Clause Thirty Second as to theindemnification claimed by **PURCHASER, PURCHASER** shall notify thissituation to Escrow Agent, with respective evidence in which the claim has notbeen objected, and shall proceed to pay such claimed amount under the terms andconditions of the Escrow Agreement. 

 

If **SELLERS**shall object a claim indemnification filed by **PURCHASER**, by means of adirect negotiation or arbitration process, as provided in Clause Forty Fourthhereof, reaching acceptance of payment of an indemnification in favor of **PURCHASER,PURCHASER** shall notify such acceptance to Escrow Agent, who shall proceedto pay the amount of the accepted indemnification to **PURCHASER** under theterms and conditions of the Escrow Agreement.

 

**THIRTYFOURTH.****Stamp Tax and Expenses.**All costs and expenses,including fees of counsel, financial advisors incurred in connection with thenegotiation, execution, and performance of this Agreement, performance of suchobligations arranged to the same, and enhancement of the purchase and sale ofall Shares, shall be borne by the respective retaining party. The parties hereofagree to sign only one counterpart of this instrument and proceed to itsregistration. Each party shall request for its respective authorized copy to theNotary Public. **SELLERS** and **PURCHASER** shall pay in equalparts its appropriate stamp tax.

 

**THIRTYFIFTH.****NOTICES.** Any notice or other communicationhereunder shall be in writing and shall be given or made (i) by delivery inperson, in such event shall be deemed as received on the date of personallyreceived by addressee at its facilities; or (ii) certified mail and byfacsimile giving notice or communication on the same day in which such noticeor communication was posted, in such event, the notice or communication shallbe deemed as received two (2) days after posted in the mail or on theconfirmation date received by facsimile, whatever occurs first, to the followingaddresses: 

 

TO    **SELLERS**:

Jorge Endara Paniza

Edificio Balboa

Oficina 205

Avenida Balboa

Phone/Telecopy: 264-9020

 

GALINDO, ARIAS & LOPEZ

Attention: Ramon Ricardo Arias or Diego Herrera

Avenida Federico Boyd y Calle 51

Piso 11, Edificio Scotia Plaza

City of Panama

Telephone: 303-0303

Telecopy: 303-0434; and 

 

with a copy to:

 

Fernando Castillo Arauz

Calle 52, Elvira Mendez

Edificio Vallarino,

Cuarto Piso

Oficina 403

City of Panama

Telephone. 264-1099

Telecopy: 264-7604

 

TO    BUYER:

EMPRESAS COMEGUA S.A.

Calle Aquilino de la Guardia No. 8

Edificio IGRA, Piso 5

City of Panama

Attention to: Alvaro A. Aleman H.

 

Telephone: 205-6000

Telecopy: 269-4891

 

or to any other address notified accordingly to thisClause.

 

**THIRTYSIXTH:Counterparts.** This Agreement may be executed inonly one counterpart duly registered before Notary.

 

**THIRTYSEVENTH:****Amendment.**This Agreement may only be amendedby an instrument in writing signed by **SELLERS** and **PURCHASER.**

 

**THIRTYEIGHTH:****Successors and Assignees.** This Agreement is bindingto **SELLERS**and **PURCHASER**, rights and obligations thereof may notbe assigned by any of them without prior written consent of the others.

 

**THIRTYNINTH:****Severability.** If any clause or other provisionof this Agreement is invalid, illegal or incapable of being enforced shall notbe affected in any manner the validity, enforceability, and effectiveness ofall other clauses and provision hereof, which shall be interpreted and appliedto the greatest validity, enforceability, and effectiveness as agreed upon.

 

**FORTIETH:****Faulty or Delayed Performance.** The fact that one of the partiesallows, in one or several times, that any of the other parts breaches orperforms in a faulty or delayed manner other than the agreed upon obligationsby virtue of this Agreement, or fails to insist in the correct and timelyperformance thereof, or fails to timely execute any corresponding contractualor legal rights, shall not be considered, nor be equivalent to, as an amendmentof this Agreement, nor prevent, in any event, that such party in the futurekeeps on insisting on the true and specific performance of the obligations incharge of the other party or to execute any conventional or legal right towhich is entitled.

 

**FORTYFIRST:Headings.** Captions used herein as headings of thecorresponding Articles or Clauses have been placed herein for reference toreader only and shall not be used to construe or restrain the text as theyappear or mention. 

 

**FORTYSECOND:****Cooperation.** The parties agree to cooperatewith each other before, on, or after the Closing Date by supplying anyadditional information, granting and delivery of any other contracts,agreements, instruments, additional documents, permits, approval or consentacquisition, and any proven registration reasonably required to transfer orimprove the transfer of the Shares to **PURCHASER.**

 

**FORTYTHIRD:****Governing Law.** This Agreement shall be governedby, and construed in accordance with the Laws of the Republic of Panama.

 

**FORTHFOURTH:****Arbitration.** Any dispute that may rise or causeto rise shall be resolved by the parties hereof by means of direct negotiationprocess. The party wishing to initiate a direct negotiation process shallnotify the same to the other party. The duration term of such process shall bethirty (30) calendar days computed from the first session. If thirty (30)days elapsed and the parties failed to resolve any dispute, they shall subduesuch dispute to be resolved by arbitration award as *res judicata* in thedirect negotiation process, as well as in the arbitration process in accordanceto the procedure regulations of the Conciliation and Arbitration Center of theChamber of Commerce, Industries, and Agriculture in Panama (hereinafter "Institution"). Arbitration shall be *de jure*.Except for the expressly agreed herein, the effective procedure regulations ofthe Institution as of the execution of this Agreement, shall apply, or at thedate the dispute is filed in arbitration, if at that time, the parties so agree.The arbitration court shall have three arbitrators; each party shall designateone arbitrator within the following fifteen (15) days of the arbitration noticegiven by the defendant party. A third arbitrator shall be designated by mutualagreement of the parties within the following fifteen (15) days of thearbitration notice given by the defendant party, or in the event the partiesfail to agree within such term (or any extension thereof), as established by theprocedure regulation of the Institution. The City of Panama shall be thearbitration site and directed in the Spanish language. 

 

**FORTYFIFTH.****Exhibits.******The parties hereby agree thatthe Exhibits hereof constitute integral part thereof.

 

**FORTY SIXTH:****Elektra -claim.** The parties hereby agree that the claim preparedby **VIPASA** against Elektra Noreste S.A., which is being discussed throughand arbitration process before the Utility Regulator in the Republic of Panama,may be favorable to **VIPASA** with the payment of an indemnification ormonetary, such indemnification or amount of money shall be distributed asfollows: 

a)**VIPASA** shall receive fifty percent (50%)    of the same plus any corresponding interest.

b)Forty nine period thirty percent (49.30%) of    the money plus any corresponding interest shall be payable to FUNDACION VIPASA,    in the extent that Elektra Noreste S.A. reimburses such money or credits in    any manner the energetic consumption account of VIPASA within the following    three (3) business days to which VIPASA receives the statement of account    from Elektra.

c)Zero period seven percent (0.7%) of the money    plus any corresponding interest payable to any shareholder of VIPASA that    fail to execute this Agreement at the Closing Date.

 

Theparties hereof agree that, in the event the Resolution "JD-5919"dated March 24, 2006, issued by the Utility Regulator ordering that Elektra Noreste S.A. shall reimburse a specific amount plus any interest to VIPASA,might be executed at the Closing Date, then, at the end of the eighteenth monthperiod computed from the Closing Date, a remaining part payable to FUNDACIONVIPASA plus interest after the eighteenth month, shall be paid to FUNDACIONVIPASA by PURCHASER in a sole payment, equal to the present value of any unpaidbalance reducing a rate of ten percent (10%).

 

**FORTYSEVENTH: ASSA COMPANIA DE SEGUROS S.A. - Claim**The parties herebydeclare and accept that all amounts paid by **ASSA COMPANIA DE SEGUROSS.A.,** to VIPASA on account of an indemnification for the furnacerepair due to a breakdown suffered on February twenty six (26) two thousand six(2006), only ninety eight period fifty nine percent (98.59%) shall inure tothe exclusive benefit of FUNDACION VIPASA, which shall be forwarded by VIPASAwithin the following three (3) business days after VIPASA receives paymentthereof. 

 

**FORTYEIGHTH:Minority Shareholders**In the event that, at theClosing Date, certain minority shareholders of VIPASA fail to execute thisAgreement, PURCHASER shall keep the share purchase offer open for such minorityshareholders during a six (6) month term computed from the Closing Date. Inthe event **PURCHASER** enters into any stock purchase and sale agreementwith any minority shareholder after the Closing Date, PURCHASER shall informFUNDACION VIPASA within a not exceeding term of three (3) business days as ofthe date such agreement was executed.

 

**FORTHNINTH:****CONFIDENTIALITY.** Except when required byany law or regulation, none of the parties shall, directly or indirectly,without prior consent of the other party:

 

a.Express any public statement, announcement, public    notice, confirmation, disclosure or any kind of communication regarding this    transaction or any of its terms, conditions, and/or aspects, as well as any    documentation delivered by any party to the other related to this transaction.

b.Allow to disclose the existence of any statement    related to this Agreement and any transaction thereof, except when such information    disclosure (i) is necessary or appropriate to fill an application or obtain    an authorization or consent required for the consummation of such transaction;    (ii) is required by or necessary or appropriate related to any legal action    or procedure. and/or (iii) is made to any counselor, accountant, banker, investment    bankers, or any other person related to any financing entered into by any    of the parties and such third party (jointly "Representatives"),    if the disclosing party has previously inform such Representative the confidentiality    of the transaction and instructed to treat and hold as confidential such information    according to the terms of this clause.

 

  

**SIGNATURE PAGE**

 

IN WITNESSWHEREOF, **SELLERS** and **PURCHASER** execute and deliver this Agreementby means of their respective authorized representatives in the City of Panama,Republic of Panama, on the fourth (4th) day of April two thousand six (2006).

 

SELLERS:

 

 

_________________________________

 

 Name: Jorge Endara Paniza

 Title: Legal Representative 

 

 

BUYER:

 

 

_________________________________

 

 Name: Wilhelm Steinvorth Herrera

 Title:Authorized Representative

 

 

I,**JORGE ENDARA PANIZA**, male, of age,    married, businessman, resident of Panama, personal ID number 8-16-821, acting    as Chairman of the Board of **FUNDACION VIPASA,** in the name and on behalf    of this Foundation, by this means I do state that **FUNDACION VIPASA**    is aware of all the terms and conditions of the preceding Purchase and Sale    Agreement and accept the same.

#### FUNDACION    VIPASA

** **

**_____________________**

##### Jorge Endara Paniza

**Personal ID No. 8-16-821**