Exhibit
10.5


 


Free
English Translation


 


[TERRANOVA
LOGO]


 


MANAGEMENT AGREEMENT FOR HUMAN RESOURCES, SUPPLY, INFORMATION
TECHNOLOGY, ACCOUNTING, TAX AND FINANCE FIELDS


 


TERRANOVA BRASIL LTDA., a private company, with head office at BR -
280 Highway, no. 4116 — in the city of Rio Negrinho, in the State of Santa
Catarina, dully registered with the CNPJ [National Registry of Legal Entities]
under the no. 01.603.889/0001-64, State enrollment no. 253.488.389, herein
represented by their proxies, hereinafter “CONTRACTING PARTY”, on one side, and


 


MASISA DO BRASIL LTDA., a company with head office in the city of
Ponta Grossa, in the State of Paraná, at BR - 376 Highway, Km 503, South Way,
no. 1690, dully registered with the CNPJ/MF [National Registry of Legal Entities/Ministry
of Finance] under the no. 00.606.549/0001 - 24, herein represented by their
directors signing hereunder, hereinafter “CONTRACTOR”; on the other side,


 


WHEREAS:


 


•  The CONTRACTING PARTY and the CONTRACTOR are
Brazilian limited liability companies and independent legal entities;


 


•  aiming at reaching synergies and obtaining
economies that imply in benefits for all stockholders of both companies, the
Parties have been evaluating the possibility to outsource to Masisa services
that are useful to Terranova’s Human Resources, Information Technology, Supply,
Accounting, Finance and Tax fields;


 


•  the CONTRACTING PARTY has interest in hiring
CONTRACTOR’s services due to the knowledge and experience the latter has in the
Management of the said fields;


 


•  this AGREEMENT states a transaction between the
contracting Parties aforementioned, the Boards of Directors have informed this
transaction to stockholders of each respective company;


 


•  stockholders of either Party have approved
signing this agreement.


 


NOW, THEREFORE, in witness whereof enter this
AGREEMENT, which shall be ruled as to the following provisions and conditions:


 


CLAUSE ONE — SERVICES


 


1.1. The scope of this agreement is the
rendering of Management services related to Human Resources, Supply,
Information Technology, Accounting, Tax and Finance by the CONTRACTOR to the
CONTRACTING PARTY.


 


1.2. Exercise of such management shall
comprise suggestions to the Board of Directors of the CONTRACTING PARTY
regarding assignment and


 


[stamp]


[illegible
signatures]


 


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removal of CONTRACTING PARTY personnel in
each one of the said areas; reorganization, creation or extinction of
sub-areas; fixing prices for external services; defining policies; hiring services
and supply, or renegotiation of existing agreements, hiring technical
assistance; etc., all of which is subject to restraints provided in this
agreement.


 


1.3. During management of every one of the
said areas by the CONTRACTOR, the respective Director or Manager may use his
own criterion to determine the necessary activities as to consolidation and
perfect execution of services of the CONTRACTING PARTY and CONTRACTOR.


 


1.4. Any major decision to be taken by the
CONTRACTOR in relation to the contracted management shall be informed by the
Managing Director of the CONTRACTING PARTY, when this is related to the Human
Resources, Information Technology and Supply areas and by the Administration
and Finance Manager of the CONTRACTING PARTY when it refers to the Accounting,
Tax and Finance areas.


 


1.5. The CONTRACTOR shall, in the management
hired by the CONTRACTING PARTY, meet all laws and regulations in force, all in
compliance with sustainable development principles the CONTRACTING PARTY
applies to its operations.


 


CLAUSE TWO — TRANSACTION BETWEEN THE
PARTIES


 


2.1. All operations between the Parties
herein that may arise from the compliance of this Agreement shall be valid or
shall continue valid, as to each case, under market conditions.


 


CLAUSE THREE — REMUNERATIONS AND EXPENSES


 


3.1. As to service rendering described in
Clause One of this Agreement, the CONTRACTING PARTY shall pay to the CONTRACTOR
a monthly net remuneration of US$ 40,000.00 (Forty thousand US Dollars), and
such remuneration shall be free from any other tax other than income tax. Any
other incurring tax shall be incorporated in the amount stated above.


 


3.2. Payment shall be in Brazilian Real, the
currency of Brazil, within the 5 first working days of every month after the
one when services have been rendered, in conformity with exchange rate
determined by the Federal Official Gazette of Brazil on the date of effective
payment.


 


3.3. In case of arrears or delay in paying
remuneration, the CONTRACTOR shall be entitled to apply fines for such delays
at the rate of 2 % (two per cent) a month.


 


3.4. The Parties agree that the value
established in item 4.1. of this Agreement may be adjusted periodically, and to
do such adjustment the Parties agree to review such value every six months.


 


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3.5. Costs related to CONTRACTOR’s employees
to comply with this Agreement shall be directly paid or reimbursed, as to the
case, by the CONTRACTING PARTY after previous approval of the Managing Director
or Administration and Finance Manager, as it applies.


 


CLAUSE FOUR — ENFORCEMENT AND AGREEMENT
TERM


 


4.1. This AGREEMENT shall be in force as from
the date it is entered and shall be valid for indefinite term. Either Party may
terminate this Agreement at any time, without cause, giving notice to the other
Party by means of registered letter, at least four months in advance.


 


4.2. Additionally, this Agreement shall be
immediately terminated and void as to any indemnification if the CONTRACTOR transfers
or loses, by any reason, interest in the CONTRACTING PARTY. As to all purposes
and effects hereof, “interest” is understood as the controlling power of a
corporation as provided in Article 97 et seq. of the Exchange Market Act.


 


CLAUSE FIVE — CONFIDENTIAL


 


5.1. The CONTRACTOR agrees not to reveal nor
disclose any information it may have access to in order to comply with this
Agreement, and which is not of public knowledge. The CONTRACTOR shall grant the
same nondisclosure obligations from its employees.


 


CLAUSE SIX — SETTLEMENT OF DISPUTES


 


6.1. In the event of any difficulty or
dispute arisen between the Parties in relation application, interpretation,
term, validity or execution of this Agreement or any other reason, the Parties
shall make their best to settle such dispute within sixty days, whether
directly or by means of a third party intervention as the Parties in a mutual
agreement assign thereto.


 


6.2. In the event of the Parties not reaching
a settlement of such dispute within the term aforementioned, such dispute shall
be held by Arbitration, as to provisions of
Law no. 9307, of September 23, 1996, and the Party that requires such
Arbitration shall give notice to the other Party in the address stated in the
preamble to this AGREEMENT.


 


6.3. Within twenty (20) days from notice,
either Party, in writing, shall appoint an arbitrator under penalty of, if it
does not proceed so, loosing the right to such indication, and in that case the
Party that has appointed the arbitrator shall present arbitration within five (5) days
to the Arbitration Chamber of the Commercial Association of the State of
Paraná, which shall be entitled to choose any arbitrator, in accordance with
the rules adopted by that Chamber.


 


6.4. Arbitrators must express their
acceptance, in writing, within the eight (8) following days, and


 


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In the event of their not accepting such job,
the interested Party may present a new assignment, only once, within five (5) days.
If the assigned arbitrator also refuses such job, the Parties shall hold
arbitration through the Arbitration Chamber of the Commercial Association of
the State of Paraná, aforementioned, and following their rules.


 


6.5. In the event the arbitrators do not get
to a final decision within fifteen (15) days, they shall assign, in a mutual
agreement, a third arbitrator in order to give a casting vote. If arbitrators
do not agree with assignment of a third arbitrator to give the casting vote,
they shall forward to the Parties a list containing four arbitrators so that
the Parties, in a mutual agreement, choose the arbitrator who will give the
casting vote. If they do not get to an agreement on that, the third arbitrator
shall be assigned by random, to be picked up from the names comprising in the
four-name list.


 


6.6. No arbitrator shall be allowed to have
any relationship with either Party relative to any interest as to this
AGREEMENT, and they shall have the knowledge, qualification and expertise in
arbitration, essential for the settlement of the issues presented to them.


 


6.7. Once accepted the job as provided in
item 18.3 above, the Parties shall forward to them, in writing, the
controversial matter, within thirty (30) days, presenting evidence and
arguments within the following thirty (30) days. The Parties agree that all
terms established in this item 18 are peremptory and not liable to extensions
and, as far as necessary, the arbitration procedures adopted by the Arbitration
Chamber of the Commercial Association of the State of Paraná shall apply.


 


6.8. Arbitration awards shall be conclusive
to the Parties, with definite effects, considering the terms and regulations
provided in Article 23 et seq. of the aforementioned Law no. 9307 / 96.


 


6.9. Arbitrators shall follow the routine
arbitration terms and procedures adopted by the Arbitration Chamber of the
Commercial Association of the State of Paraná, to whom the Parties shall apply
if, at last, they are not able to adopt procedures established herein.


 


6.10. The Parties agree that during the
arbitration process there shall not be considered by any arbitrator the
existence of an adhesion AGREEMENT, due to the fact that one Party has accepted
terms and procedures established by the other Party, once they have declared
they have examined everything and expressed themselves thereto.


 


6.11. Arbitration costs, including those
related to arbitrators’ fees shall be paid as to loss of suit principle.


 


CLAUSE SEVEN — GENERAL PROVISIONS


 


7.1. All communications made by virtue of
this Agreement shall be made in writing, in


 


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the Portuguese language, and shall be
forwarded by either of these: (a) fax, (b) e-mail, (c) registered
mail, (d) physical delivery, or (e) through a well known
international courier service, to all the persons appointed below.


 


	
  CONTRACTING PARTY:

  	
  CONTRACTOR:

  
	
   

  	
   

  
	
  TERRANOVA BRASIL LTDA.

  	
  MASISA DO BRASIL LTDA

  
	
  Josias
  Jiacomini / Adhemar Viliela Filho

  	
  Jorge Hillmann / Jorge Grandi

  
	
  Administrative Finance Manager
  / Forestry Director 

  	
  Managing Director / Commercial
  Director 

  
	
  BR – 280 Highway, no. 4116,
  Rio Negrinho — SC

  	
  BR – 376 Highway, no. 1.690,
  Ponta Grossa - PR

  
	
  89.295 – 000

  	
  84.045 - 610

  



 


7.2. This Agreement may not be changed or
modified, except if notice in writing and dully signed by the Parties is given,
considering that this Agreement is signed under an irrevocable and irreversible
basis, binding the Parties, their heirs or successors.


 


7.3. Any allowance by either Party as to the
non compliance by the other Party regarding any liability hereunder or non
requirement herein shall not comprise tacit or implied waiver or dismissal by
that Party of such liabilities, neither shall it mean novation, which is not
presumable, remaining the said liabilities valid and due at any time, up to
complete compliance of all liabilities provided herein.


 


7.4. Should any provision in this Agreement
become invalid or unenforceable, such event shall not have effects on validity
and enforcement of the remaining provisions.


 


7.5. This Agreement may not be transferred or
assigned by either Party, whether as a whole or partially, without previous
consent in writing from the other Party.


 


7.6. This Agreement binds the Parties and
their successors or assignees to any title, who shall completely meet all
corresponding liabilities undertaken herein.


 


7.7. The Parties shall follow and meet all
federal, state and municipal legislation regarding their processes, especially
regulations regarding safety and labor medicine, the Brazilian Traffic Code,
Collective Labor Agreements, responding solely and exclusively by possible
infringements and fines.


 


7.8. Any alteration and complementation to
this Agreement shall become valid only when made in writing, through Addenda to
be signed by Parties’ proxies and which shall become part of this Agreement.


 


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CLAUSE EIGHT — JURISDICTION


 


8.1. The Parties agree to choose the
jurisdiction of the City of Curitiba, State of Paraná as the Court to settle
any and all disputes arising from the execution of this Agreement, and the
Parties hereby waive any other Court or Jurisdiction.


 


NOW, THEREFORE, in witness whereof the
Parties sign this Agreement in two (2) copies of identical tenor and
format to produce its due legal effects, along with two (2) witnesses
signing hereunder, being bound for themselves, their heirs or successors.


 


 


Ponta Grossa, January 1st,
2005.


 


 


	
  [void]

  	
   

  	
  [illegible signature]

  
	
  TERRANOVA BRASIL LTDA.

  	
   

  	
  MASISA DO BRASIL LTDA.

  
	
  Adhemar Villela Filho

  	
   

  	
  Jorge Hillmann

  
	
  CONTRACTING PARTY

  	
   

  	
  CONTRACTOR

  



 


 


	
  [illegible signature]

  	
   

  	
  [illegible signature]

  
	
  TERRANOVA BRASIL LTDA.

  	
   

  	
  MASISA DO BRASIL LTDA.

  
	
  Josias Jiacomini

  	
   

  	
  Jorge Luis Grandi

  
	
  CONTRACTING PARTY

  	
   

  	
  CONTRACTOR

  



 


 


Witnesses:


 


 


	
  1.

  	
  [illegible signature]

  	
   

  	
  2.

  	
  [void]

  	
   

  
	
  Name: Márcio Nakazawa

  	
   

  	
  Name: Robson Marques

  
	
  RG: 23. 464. 667 – 6 SSP / SP

  	
   

  	
  RG: 5. 167. 795 – 1 SSP / PR

  



 


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