Filed by Automated Filing Services Inc. (604) 609-0244 - Arvana Inc. - Exhibit 10.1






EXHIBIT 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”) is entered
into by and among, on the one side:

	I. 	
      ARVANA PARTICIPAÇÕES S.A., a corporation
      incorporated and existing under the laws of Brazil, with its head office
      at Av. Brigadeiro Faria Lima, 1571, 13.o andar, cj. 13B, São Paulo, SP,
      enrolled at the Corporate Taxpayers Registry of the Ministry of Finance
      (CNPJ/MF) under No. 04.754.635/0001-35 (hereinafter referred to as
      “Arvana”);

	 	 
		
      and, on the other side,

	 	 
	II. 	
      GLOINFO 500 SOLUÇÕES EM TELEMÁTICA LTDA., a
      Brazilian limited company incorporated and existing under the laws of
      Brazil, with its head office at Av. Pres. Wilson, 228, 2.o andar, Rio de
      Janeiro, RJ, enrolled at the Corporate Taxpayers Registry of the Ministry
      of Finance (CNPJ/MF) under No. 03.721.699/0001-77 (hereinafter referred to
      as “Global”); and

	 	 
	III. 	
      PAULO SANTOS MESSINA, Brazilian, married,
      businessman, identity card No. 10.244.809-9 IFP, enrolled at the General
      Taxpayers Roll (CPF/MF) under No. 051.561.257-00, and his spouse, LÚCIA
      SANGIACOMO MESSINA, Brazilian, married, physician, identity card No.
      05971064-0 IFP, enrolled at the General Taxpayers Roll (CPF/MF) under No.
      972.605.767-15, both resident and domiciled at Av. Marechal Ramon
      Castilla, 199, apt. 203 – Botafogo, in Rio de Janeiro, RJ (hereinafter
      collectively referred to as “PM”);

	 	 
		
      (Arvana, Global and PM are herein also individually
      referred to as a “Party” and, collectively, as
      “Parties”.)

	 	 
		
      and, as intervening and additional parties,

	 	 
	IV. 	
      ARVANA COMUNICAÇÕES DO BRASIL S.A., a corporation
      incorporated and existing under the laws of Brazil, with its head office
      at Av. Brigadeiro Faria Lima, 1571, 13.o andar, cj. 13C, São Paulo, SP,
      enrolled at the Corporate Taxpayers Registry of the Ministry of Finance
      (CNPJ/MF) under No. 07.103.201/0001-63 (hereinafter referred to as the
      “Company”);

	 	 
	V. 	
      ARVANA NETWORKS, INC., a corporation incorporated
      and existing under the laws of Barbados, with its head office at Suite 3,
      The Brick House, Bay St., St. Michael, Barbados (hereinafter referred to
      as “Networks”); and

	 	 
	VI. 	
      TURINCO, INC., a corporation organized and
      existing under the laws of the State of Nevada, with its head office at
      1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117, United States
      of America (hereinafter referred to as "Turinco" and, together with
      the Company and Networks, the
  “Intervening-Parties”).



WHEREAS:

	A. 	
      The Parties and the Intervening-Parties entered into an
      Investment Agreement, dated September 8, 2005, as amended on October 4,
      2005 (the “Investment Agreement”), whereby they regulated the
      making of certain investments in the Company in order to develop and
      provide voice services based on the voice over internet protocol (VOIP)
      technology;

	 	 
	B. 	
      As a consequence of the Investment Agreement, Arvana
      invested and became a shareholder of the Company, so that on the date
      hereof, after completion of part of the transactions contemplated
  by



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the Investment Agreement, Global holds
25% (twenty-five percent) and Arvana holds 75% (seventy-five percent) of the
Company’s total issued and outstanding capital; and

	C. 	
      The expectations of the Parties in relation to their
      investments in the Company and, particularly, the development of the VOIP
      market in Brazil have not been fulfilled, and the Parties wish to
      terminate the Investment Agreement, end up their association and, subject
      to the terms of this Agreement, regulate the consequences of the actions
      so far taken under the Investment Agreement and certain other
    matters.



NOW THEREFORE, the parties agree to
enter into this Agreement in accordance with the following terms and
conditions:

	1. 	
      TERMINATION OF THE INVESTMENT AGREEMENT;
      RELEASE

	 	 	 
		
      The Parties hereby terminate the Investment Agreement.
      Without prejudice to the rights and obligations set forth in this
      Agreement, each of the Parties hereby irrevocably and unconditionally
      grants the others and the Intervening-Parties full, ample, general
      acquittal and release (plena, rasa e geral quitação e
      exoneração), for nothing else to claim, in the present or the future,
      for whatever reason.

	 	 	 
	2. 	
      REDEMPTION OF GLOBAL’S PARTICIPATION

	 	 	 
	2.1 	
      Current Shareholdings

	 	 	 
		
      As of the date hereof, the Company’s issued and
      outstanding capital is R$ 392.800,00 (three hundred ninety-two thousand
      and eight hundred reais), divided into 392,800 (three hundred ninety-two
      thousand eight hundred) shares, of which 274,960 (two hundred seventy-four
      thousand nine hundred sixty) are common shares and 117,840 (one hundred
      seventeen thousand eight hundred forty) are preferred shares, distributed
      between Global and Arvana as follows:

		
       

		
      (a) 
	
      Global holds 98,200 (ninety-eight thousand two hundred)
      shares, representing in the aggregate 25% (twenty-five percent) of the
      Company’s total issued and outstanding capital, of which 27,221
      (twenty-seven thousand two hundred twenty-one) are common shares and
      70,979 (seventy thousand nine hundred seventy-nine) are preferred shares
      (collectively, “Global Shares”); and

	 	 	 
		(b) 	
      Arvana holds 294,600 (two hundred ninety-four thousand
      six hundred) shares, representing in the aggregate 75% (seventy-five
      percent) of the Company’s total issued and outstanding capital, of which
      247,739 (two hundred forty-seven thousand seven hundred thirty-nine) are
      common shares and 46,861 (forty-six thousand eight hundred sixty-one) are
      preferred shares.



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      The Company has a capital reserve in the amount of R$
      4,705,400.00 (four million seven hundred five thousand four hundred
      reais), of which R$[1,651,074.00(one million six hundred fifty-one
      thousand seventy-four reais)] have been funded.

	 	 
	2.2 	
      Redemption of Global’s shares

	 	 
		
      The Parties agree to cause the Company to redeem all of
      Global Shares. In order to implement such redemption, within 2 (two)
      business days from the date hereof, Arvana and Global shall hold a
      extraordinary shareholders’ meeting (assembléia geral
      extraordinária) of the Company (the “First STAGE”) at which
      they shall vote and approve creation of a new class of redeemable
      preferred shares (“Preferred Shares Class B”) and the conversion of
      all Global Shares into such Preferred Shares Class B, with the remaining
      preferred shares being renamed “Preferred Shares Class A”. The Preferred
      Shares Class B shall have no voting rights and shall have priority in the
      reimbursement of capital, with no premium, and shall be redeemable at any
      time by the Company, for a price of R$1.00 (one real) per share. Within 2
      (two) business days from the First AGE, Arvana and Global shall hold
      another extraordinary shareholders’ meeting (assembléia geral
      extraordinária) of the Company (the “Second STAGE”) at which
      they shall vote and approve the redemption of all Preferred Shares Class
      B, all of which shall then be held by Global, without capital reduction,
      with use of the existing capital reserve of the Company mentioned in
      Section 2.1. The redemption price shall be R$98,200.00 (ninety-eight
      thousand two hundred reais) (the “Redemption Price”).

	 	 
	2.3 	
      Shareholders’ Agreement

	 	 
		
      Upon the redemption of Global Shares as set forth in
      Section 2.2, the Shareholders’ Agreement entered into by Global and Arvana
      on October 6, 2005 shall be automatically terminated and the Company shall
      take all necessary measures in order to register such termination in its
      appropriate corporate book.

	 	 
	3. 	
      OTHER AGREEMENTS

	 	 
	3.1 	
      Assets Contributed by Global

	 	 
		
      Within 2 (two) business days from the Second AGE, Company
      shall sell to Global, and Global shall acquire from the Company, all of
      the assets contributed by Global to the Company’s capital as per the
      extraordinary shareholders’ meeting of the Company held on September 2,
      2005 (the “Transferred Assets”) (which were then appraised at
      R$93.200,91 (ninety-three thousand two hundred reais and ninety-one
      cents), for their book value. Global and the Company shall execute any
      instrument or documents and shall take such other actions as necessary or
      otherwise reasonably requested to implement the purchase and sale of the
      Transferred Assets set forth herein.

	 	 
	3.2 	
      No Transfer of the Operation

	 	 
		
      Except for the “Televoz” trademark and website (described
      in Annex 3.2), Global shall no longer transfer or assign to the Company
      the trademarks “Intervoz” and “Televoz” or its operation, businesses,
      rights and agreements relating to the development and provision of the
      services provided under such trademarks (the “Operation”),
      including the operational agreements, client agreements, agency agreements
      for the sale of ISP, and rights relating to services of Global’s platform
      (3 Way Calling, Do not Disturb, Conference Call, Detailed Billing,
      Unlimited Free IntraCall), as originally contemplated by provided for in
      the Investment Agreement.



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	3.3 	
      Transfer of “Televoz” Trademark and
  Website

	 	 
		
      Global and the Company shall execute all instruments and
      documents necessary to for Global to transfer to the Company,
      unconditionally and at no cost to the Company, the “Televoz” trademark and
      website. Global and the Company shall take such other actions as necessary
      to implement such transfer, including for the proper recordation of the
      ownership of the Company with the Brazilian Patent Office (INPI) and any
      other appropriate entity. Global hereby represents and warrants that the
      “Televoz” trademark and website are free and clear of any and all liens,
      encumbrances, debts, obligations and liabilities, whether known or
      unknown. Global shall remain fully and exclusively liable for all past
      debts, obligations and liabilities relating to “Televoz” trademark and
      website.

	 	 
	3.4 	
      Customers

	 	 
		
      Global shall retain all “Intervoz” and “Televoz”
      customers [existing on February 28, 2006], and shall be responsible for
      providing the contracted services to these customers and shall be liable
      for any and all expenses incurred in providing such services, including
      any expense necessary for the operation of the SIP/VoIP technology
      platform identified in Annex 3.4 (“Platform”), such as
      connectivity, interconnection and termination expenses.

	 	 
	3.5 	
      Platform

	 	 
		
      Subject to the terms of the equipment lease agreement
      attached hereto to as Schedule 3.5, for the period beginning on March 1,
      2006 and ending on or before February 28, 2007, the Company shall allow
      Global the continued use of the Platform, which is installed and operating
      in Global’s data center, free of charge. Prior to the end of such term,
      Global shall have transferred all customers connected to the Platform to
      another platform, owned or controlled by Global, and at that time, Global
      shall return the Platform to the Company, releasing it and allowing its
      prompt removal. In case Global does not return the Platform to the Company
      within the term set forth herein, Global, without prejudice to any rights
      of the Company, including to take any actions to repossess the Platform,
      shall pay the Company a daily penalty of R$450.00 (four hundred and fifty
      reais).

	 	 
	3.6 	
      Company’s Assets

	 	 
		
      Global has the option to, within 30 (thirty) days as from
      the date hereof and upon written notice to the Company and making of the
      corresponding payment, acquire any of the desktops PCs, notebooks
      computers and other workstation equipment, USB phones and Handytones and
      other CPE hardware belonging to the Company’s fixed assets and under
      Global’s control and possession on the date hereof, as listed and priced
      in Annex 3.7 hereto. In case Global decides not to acquire all or part of
      such Company’s fixed assets, it shall return all of them to the Company,
      in perfect conditions, within the 30 (thirty) days term referred to above,
      otherwise the Company shall be authorized to charge Global for them in
      accordance with this section and, in case Global does not pay the charged
      amount to the Company within 5 (five) days, the total amount charged shall
      be added to the amount owed by Global to Company pursuant to Sections 4.2
      and 4.3 and shall be subject to adjustment, penalty and interest as set
      forth therein.

	 	 
	3.7 	
      Employees

	 	 
		
      All employees of Global that were to be transferred to
      the Company as a result of the Investment Agreement or that otherwise have
      performed any services to the Company or in connection with the Operation
      (the “Employees”) shall remain employees of Global or have already
      been regularly dismissed by Global. Global hereby represents and warrants
      that all compensation, taxes, social security and any other charges owed
      in connection with the Employees through the



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      date hereof, including any dismissal charges, as per
      applicable tax, labor or social security laws and regulations, have been
      duly paid and Global shall be fully and exclusively liable for
  them.

	 	 
	3.8 	
      Termination of Equipment Lease Agreement

	 	 
		
      Global and the Company hereby terminate the agreement
      called Contrato de Comodato de Equipamentos (Equipment Lease
      Agreement), dated October 6, 2005.

	 	 
	3.9 	
      Amendment of Office Space Lease
Agreement

	 	 
		
      Global and the Company hereby agree to amend the
      agreement called Contrato de Comodato (Lease Agreement), entered
      into by Global and the Company on October 6, 2005 with respect to office
      space, so that (i) the leased area shall be reduced to 20 (twenty) square
      meters; (ii) the lease term shall be 18 (eighteen) months as from the date
      of such agreement, provided that the agreement shall be terminated on the
      day Global returns the Platform to the Company, as per Section 3.5; and
      (iii) the leased area shall be enclosed and with a secure and lockable
      door and is to be provided to the Company free of charge. All of the other
      terms and conditions of such agreement shall remain valid and in
    force.

	 	 
	3.10 	
      Survival of Non-competition, Non-solicitation and
      Confidentiality Agreement

	 	 
		
      Global, PM and Arvana acknowledge and agree that the
      Non-competition, Non-solicitation and Confidentiality Agreement, dated
      October 6, 2005, shall continue to be valid and in full force in
      accordance with its terms and conditions.

	 	 
	3.11 	
      Termination of Share Swap Option

	 	 
		
      For the avoidance of doubt, the Parties and Turinco
      acknowledge and agree that, as a result of the termination of the
      Investment Agreement, the share swap option set forth in Section 4.7 of
      the Investment Agreement is terminated, being subject to the release set
      forth in Section 1.1.

	 	 
	4. 	
      LOANS TO GLOBAL

	 	 
	4.1 	
      Credit Assignment from Arvana to the
  Company

	 	 
		
      So as to assist Global in the conduct of the Operation
      through to the completion of the transactions contemplated in the
      Investment Agreement, Arvana extended to Global loans totaling the
      principal amount of [R$1,115,000.00 (one million one hundred and fifteen
      thousand reais)], as per the loan agreements attached hereto as Annex
      4.1-A (the “Assigned Loans”), which were assigned to the Company as
      partial payment of the shares subscribed to by Arvana in the Company as
      per the shareholders’ meeting of the Company held on October 6, 2005 and
      the assignment agreements attached hereto as Annex 4.1-B. Global hereby
      confesses to owe the Company the total amount of [R$1,115,000.00 (one
      million one hundred and fifteen thousand reais)] on the account of such
      transactions (the “Debt”).

	 	 
	4.2 	
      Settlement of Debt

	 	 
		
      The parties acknowledge that Global has incurred certain
      expenses on behalf of the Company in connection with the Operation, such
      expenses totaling the amount of R$942,491.50(the “Global Credit”).
      Global hereby represents and warrants that the Global Credit is the total
      and sole amount that it may claim as being incurred in reliance or
      contemplation of the transactions contemplated by the Parties under the
      Investment Agreement. Global and the Company hereby set-off part of the
      Debt against the Global Credit resulting in a balance owed in the amount
      of R$172,508.50 (the “Balance”). Upon the signing of this agreement
      by Global, the Company will reduce the



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      Balance to an amount of R$125,00.00 (the “Amount
      Owed”) which amount shall continue to be owed by Global to the
      Company, as per the terms and conditions set forth in Section 4.3
      below.

	 	 	 
	4.3 	
      Payment of the Amount Owed

	 	 	 
		
      Global and the Company will negotiate a repayment
      schedule prior to December 15, 2006. The repayment schedule will specify
      installments with the objective that the Amount Owed will be fully paid to
      the Company on or before June 30, 2007. Any balance of the Amount Owed
      which remains unpaid after June 30, 2007 shall accrue, as from that date
      until the date of effective payment, monetary adjustment in accordance
      with the variation of IGP-M/FGV, plus interest at the rate of 1% (one
      percent) per month.

	 	 	 
	5. 	
      LIABILITY; IDEMNIFICATION

	 	 	 
	5.1 	
      Survival of Representations and
  Warranties

	 	 	 
		
      The Parties acknowledge and agree that the assumptions,
      declarations, representations and warranties contained in Section 5 of the
      Investment Agreement, as applicable, and the further representations and
      warranties granted in this Agreement, shall survive for a term of 5 (five)
      years as from the date thereof, as set forth therein. If written notice of
      a claim is given prior to the expiration of such term, then the relevant
      representations and warranties shall survive as to such claim, until such
      claim has been finally resolved.

	 	 	 
	5.2 	
      Liability of the Parties and Indemnified
      Parties

	 	 	 
		
      The Company, the other Intervening-Parties, Arvana and
      their respective affiliates, shareholders, directors, officers, managers,
      employees, advisors, agents, representatives and successors (the
      “Indemnified Parties”) shall not have any liability for any debts,
      obligations or liabilities in any way associated with Global, the
      Operation, the Transferred Assets, the Platform or the Employees, and
      Global shall be fully and exclusively liable for all such debts,
      obligations and liabilities. Global shall also be fully and exclusively
      liable for all principal, interest, fines, taxes, social security, costs,
      expenses relating to any of the foregoing items, including any claims or
      lawsuits from any third parties in any way relating thereto.

	 	 	 
	5.3 	
      Indemnification

	 	 	 
		
      Global and PM shall hold the Indemnified Parties harmless
      and shall promptly indemnify the Indemnified Parties from and against any
      and all direct or indirect liabilities, losses, damages, claims, lawsuits,
      actions, fees, costs, expenses, interest, awards, judgments, fines and
      penalties (including, without limitation, disbursements or transfers of
      economic value, attorneys’ fees, courts costs, placement of bonds or
      surety, judicial deposits and out-of-pocket expenses) incurred or suffered
      by any of the Indemnified Parties foregoing persons arising out of or
      resulting from:

	 	 	 
		(a) 	
      the breach of any assumption, declaration, representation
      or warranty made by any of Global or PM under Section 5 of the Investment
      Agreement or pursuant to this Agreement, or if any such representation or
      warranty turns out to be untrue, incorrect, incomplete or inaccurate;
      or

	 	 	 
		(b) 	
      the breach by Global or PM of any obligation contained in
      this Agreement or any other agreement or contract contemplated by this
      Agreement.



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	6. 	
      MISCELLANEOUS




	6.1 	
      Joint Liability

	 	 
		
      For all purposes of this Agreement, Global and PM shall
      be considered as one and unique party, including for the purposes of
      Section 6.11. All rights and obligations attributed to Global and PM
      pursuant to the terms hereof shall be exercised and complied with by any
      of Global and PM. Global and PM shall be jointly and severally responsible
      for all of their obligations under this Agreement.

	 	 
	6.2 	
      Reciprocal Powers of Attorney

	 	 
		
      PM and Global, hereby, irrevocably and irreversibly,
      mutually and reciprocally appoint each other its/his/her attorney-in-fact,
      granting the other powers to receive notifications, notices,
      communications and service of process, require, revoke, notify, confess,
      desist, appeal, waive rights, settle, compromise, sign agreements and
      commitments, receive and grant releases and acquittals arising out or in
      connection with any of the subject matters hereof.

	 	 
	6.3 	
      Expenses

	 	 
		
      Except as otherwise specified in this Agreement, all
      costs and expenses, including fees and disbursements of counsel, financial
      advisors and accountants, incurred in connection with this Agreement shall
      be paid by the party incurring such costs and
expenses.




	6.4 	
      No Waiver

	 	 
		
      No failure or delay of any Party or any of the
      intervening-parties in exercising any of its rights shall constitute
      waiver or novation or impair the subsequent exercise of such
  right.

	 	 
	6.5 	
      Entire Agreement; Amendments

	 	 
		
      This Agreement constitutes the entire agreement between
      the Parties and, as applicable, the intervening-parties, with respect to
      the subject matters hereof and supersedes all prior agreements and
      understandings among them regarding such same matters. This Agreement may
      be amended only upon the mutual written consent of all Parties.

	 	 
	6.6 	
      Implementation Instruments; Further
    Assurance

	 	 
		
      The Parties shall execute and deliver from time to time
      such additional instruments, documents, conveyances or assurances and take
      such other actions as necessary or otherwise reasonably requested to
      confirm or assure the rights and obligations provided for in this
      Agreement.




	6.7 	
      Intervention by Networks and Turinco

	 	 
		
      Turinco is an intervening party to this Agreement for the
      specific purposes of Section 3.11. In addition, both Networks and Turinco
      are intervening parties hereto so as to acknowledge the termination of the
      Investment Agreement in accordance with the terms and conditions
      herein.

	 	 
	6.8 	
      Intervention of the Company

	 	 
		
      The Company executes this Agreement to acknowledge hereof
      and to assume its obligations hereunder, undertaking to comply and cause
      full compliance herewith.



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	6.9 	
      Assignment; Successors

	 	 
		
      No Party may assign its rights, interests, obligations or
      liabilities under this Agreement or delegate its duties without the prior
      written consent of the other Parties, except that Arvana may assign, in
      whole or in part, its rights hereunder (i) any of its present or future
      affiliates, or (ii) any person that acquires from Arvana or becomes the
      holder of all or a portion of the shares of the Company at any time held
      by Arvana. This Agreement shall be binding upon and inure to the benefit
      of the Parties and their respective successors and permitted
    assigns.

	 	 
	6.10 	
      Severability

	 	 
		
      In the event any term or provision of this Agreement
      shall be deemed to be illegal, invalid or unenforceable for any reason,
      such illegality, invalidity or unenforceability will not affect any other
      term or provision of this Agreement and the parties shall endeavor to
      replace the invalid or null and void term or provision with such which
      corresponds best to the intentions of the Parties.

	 	 
	6.11 	
      Specific Performance

	 	 
		
      Without prejudice of the provisions of the section 6.13,
      Arvana and the Company shall have the right to require specific
      performance of this Agreement, in whole or in part, pursuant to the
      provisions of articles 461, 632, 639 and seq. of the Brazilian
      Civil Procedure Code and any other applicable provisions.

	 	 
	6.12 	
      Governing Law

	 	 
		
      This Agreement shall be governed by the laws of
      Brazil.



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	6.13 	
      Arbitration

	 	 	 
		
      Any dispute, controversy or claim between Arvana, on the
      one side, and any of Global and PM, on the other, arising out of or
      relating to this Agreement shall be finally settled by binding arbitration
      in accordance with the Rules of the International Chamber of Commerce –
      ICC (the “Rules”) and pursuant to the provisions of this section,
      as follows:

	 	 	 
		(a) 	
      the arbitration tribunal shall consist of 3 (three)
      arbitrators, appointed and replaced in accordance with this section and
      with the Rules. For such purposes, Global and PM shall be deemed to be one
      and sole Party. The claimant Party shall appoint 1 (one) arbitrator, the
      other Party shall appoint 1 (one) arbitrator and such 2 (two)
      Party-appointed arbitrators shall appoint the third arbitrator, who shall
      serve as the chairman of the arbitral tribunal.

	 	 	 
		(b) 	
      the Party willing to initiate the arbitration shall
      deliver a written notice to the other Party, which notice shall (i)
      describe in reasonable detail the dispute, controversy or claim, (ii)
      demand the submission of such dispute, controversy or claim to
      arbitration, and (iii) contain the name of the arbitrator to be appointed
      by such claimant Party to the arbitral tribunal.

	 	 	 
		(c) 	
      the other Party shall have 10 (ten) days as of the
      receipt of the notice mentioned in the preceding paragraph to appoint the
      second arbitrator to the arbitral tribunal. Should such the Party fail to
      timely appoint the arbitrator pursuant to this paragraph, such arbitrator
      shall be appointed by the ICC pursuant to the provisions of the
    Rules.

	 	 	 
		(d) 	
      the 2 (two) arbitrators so appointed shall, within 10
      (ten) days of the date on which the second arbitrator was appointed,
      jointly appoint the third arbitrator and chairman of the arbitral
      tribunal. If the 2 (two) appointed arbitrators cannot agree on the
      appointment of the third arbitrator within such 10-day period, then such
      arbitrator shall be appointed by the ICC, pursuant to the provisions of
      the Rules.

	 	 	 
		(e) 	
      the arbitration shall take place in the City of São
      Paulo, Brazil, and the language to be used in the arbitration proceedings
      shall be Portuguese.

	 	 	 
		(f) 	
      the arbitrators shall not decide or render judgments in
      equity.

	 	 	 
		(g) 	
      the arbitration award shall be issued and delivered in
      the City of São Paulo – SP, Brazil, and shall contain (i) a report,
      including the name of the parties and a summary of the dispute submitted
      to arbitration; (ii) the basis and grounds of the decision, addressing the
      matters of fact and matters of law; (iii) the decision, in which the
      arbitrators shall solve the matters submitted to the arbitration and shall
      establish the deadline for the parties to comply with the decision, if
      applicable; and (iv) the date on which and the place where the arbitration
      award has been issued. The arbitration award shall be signed by all of the
      arbitrators. The arbitration award shall be final, conclusive and binding
      upon all parties.

	 	 	 
		(h) 	
      prior to the institution of the arbitration, any party
      can seek in court the required interim, urgent, preventive or coercive
      measures. After the institution of the arbitration, the arbitrators shall
      be authorized to, at their own initiative or at the request of either
      party, to seek in court any required urgent, preventive or coercive
      measures, as per the provisions of article 22, paragraph 4, of Law No.
      9,307 of September 23, 1996.



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     IN WITNESS WHEREOF, the
parties execute this instrument on the date and in the place first above
written, in three counterparts of same tenor and content, in the presence of the
undersigned witnesses.

São Paulo, October 31, 2006.

ARVANA PARTICIPAÇÕES S.A.

	   
                       /s/
      Estevao Popovics 	 	 
         /s/ Edleuza F. Costa
	By: 	 	By: 
	Title: 	 	Title: 


GLOINFO 500 SOLUÇÕES EM TELEMÁTICA LTDA.

/s/ Paulo Santos Messina

  ________________________________

  By:                                                

  Title:                                             

PAULO SANTOS MESSINA

/s/ Paulo Santos Messina

  ____________________________

LÚCIA SANGIACOMO MESSINA

/s/ Lúcia Sangiacomo Messina

  ____________________________

ARVANA COMUNICAÇÕES DO BRASIL S.A.

	
        /s/ Estevao Popovics 
	 	/s/ Edleuza F. Costa

	By: 	 	By: 
	Title: 	 	Title: 


(signatures continue on the following page)

- 10 -




(signature page of the Termination Agreement dated October
31, 2006)

ARVANA NETWORKS, INC.

	/s/ Michael
      Jervis 	 	 /s/ Karen Engleson 
	By: Michael Jervis 	 	By: Karen Engleson 
	Title: President 	 	Title: CFO 


ARVANA INC.

	/s/ Michael
      Jervis 	 	 /s/ Ross Wilmot 
	By: Michael Jervis 	 	By: Ross Wilmot 
	Title: C.E.O. 	 	Title: Director 



	WITNESSES: 	  
	  	  
	1. _____________________________________	2. 
    _____________________________________
	Name: 	     Name: 
	RG: 	     RG: 
	CPF: 	     CPF: 


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