Filed by Automated Filing Services Inc. (604) 609-0244 - Turinco, Inc. - Exhibit 10.3







	 
	 
	INVESTMENT AGREEMENT 
	  
	entered into by and among, 
	on the one side, 
	ARVANA PARTICIPAÇÕES S.A. 
	as Investor 
	  
	and, on the other side, 
	GLOINFO 500 SOLUÇÕES EM TELEMÁTICA LTDA. 
	and 
	PAULO SANTOS MESSINA 
	  
	  
	relating to the subscription 
	of capital stock of 
	  
	ARVANA COMUNICAÇÕES DO BRASIL S.A. 
	  
	dated as of 
	September 8, 2005 
	 
	 







	1. 	INVESTMENT 	5 
	1.1 	Global’s Contributions to the Company
      	5 
	1.2 	Global as Sole Shareholder of the Company
      	5 
	1.3 	Investor’s Investment on the First Closing
    	6 
	1.4 	Capital Increase 	6 
	1.5 	Shareholdings after the First Closing
    	6 
	1.6 	Bylaws 	7 
	1.7 	Shareholders’ Agreement 	7 
	1.8 	Transfer of the Operation on the Second Closing
      	7 
	  	  	  
	2. 	FIRST CLOSING; CONDITIONS PRECEDENT
    	8 
	2.1 	First Closing 	8 
	2.2 	First Closing Actions 	8 
	2.3 	Conditions Precedent 	8 
	2.4 	Completion of Conditions Precedent 	10 
	  	  	  
	3. 	SECOND CLOSING; CONDITIONS PRECEDENT
    	10 
	3.1 	Second Closing 	10 
	3.2 	Second Closing Actions 	10 
	3.3 	Conditions Precedent 	10 
	  	  	  
	4. 	COVENANTS 	11 
	4.1 	Conduct of Business of the Company 	11 
	4.2 	Conduct of the Operation 	11 
	4.3 	Software License 	12 
	4.4 	Confidentiality 	12 
	4.5 	Cooperation 	12 
	4.6 	Loan to Global 	12 
	4.7 	Share Swap Option 	13 
	4.8 	Other Covenants 	13 
	4.9 	Reimbursement of Certain Employee Costs
      	14 
	4.10 	Post-Closing Activities of Global 	14 
	  	  	  
	5. 	REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
    	14 
	  	  	  
	6. 	REPRESENTATIONS AND WARRANTIES OF INVESTOR
    	18 
	  	  	  
	7. 	INDEMNIFICATION 	19 
	7.1 	Survival of Representations and Warranties
      	19 


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	7.2 	Indemnification to Investor 	19 
	7.3 	Indemnification Procedures 	20 
	7.4 	Waiver of Conditions Precedent 	20 
	  	  	  
	8. 	TERMINATION 	20 
	8.1 	Termination 	20 
	8.2 	Effects of Termination 	21 
	  	  	  
	9. 	SHARE PLEDGE AND QUOTA PLEDGE
    	21 
	  	  	  
	10. 	MISCELLANEOUS 	22 
	10.1 	Joint Liability 	22 
	10.2 	Reciprocal Powers of Attorney 	22 
	10.3 	Expenses 	22 
	10.4 	No Waiver 	22 
	10.5 	Entire Agreement; Amendments 	22 
	10.6 	Intervention by Networks 	22 
	10.7 	Assignment; Successors 	23 
	10.8 	Severability 	23 
	10.9 	Governing Law 	23 
	10.10 	Arbitration 	23 


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INVESTMENT AGREEMENT

THIS INVESTMENT 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
      “Investor”);

	 	 	 
		
      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” and, together with Global, jointly
      referred to as “Shareholders”);

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

	 	 	 
		
      and, as intervening-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. 13A, 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").

	 	 	 
	WHEREAS:
	 	 	 
	A. 	
      PM are the sole partners of
Global;



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	B.       	Global is engaged, among other activities, in developing
      and providing voice services based on the voice over internet protocol (VOIP)
      technology under the trademarks Intervoz and Televoz (such trademarks, the
      “Trademarks”, and the services so provided under them,
      the “Services”), whose development and provision Global
      shall transfer to the Company; 



	  	  
	C. 	The Shareholders are the sole shareholders of the Company;
    
	  	  
	D.       	Investor wishes to invest and become a shareholder
      of the Company, so that, after the completion of the transactions contemplated
      by this Agreement, Global shall hold 25% (twenty-five percent) and Investor
      shall hold 75% (seventy-five percent) of the Company’s total issued
      and outstanding capital; 



	  	  
	E. 	Turinco is the parent corporation of Networks and Networks
      is the parent corporation of 
	  	Investor; and 
	  	  
	F.     	In order to enable the investment to be made in the
      Company and as consideration for such investment, the Parties have agreed
      to enter into this Agreement to grant the rights and to assume the obligations
      set forth herein. 


	  	  
	  	NOW THEREFORE, the parties agree to enter into this Agreement
      in accordance with the 
	following terms and conditions: 
	  	  
	1. 	INVESTMENT 
	  	  
	1.1 	Global’s Contributions to the Company 
	  	  
	           
        	As of the date hereof, Global has contributed to
      the capital or otherwise transferred and/or assigned to the Company the
      employees identified in Schedule 1.1 (the “Transferred
      Employees”) and that certain assets as per the minutes of the
      shareholders’ meeting of the Company held on September 2, 2005 (the
      “Transferred Assets”), all 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 the Transferred Employees and Transferred
      Assets. 






	  	  
	1.2 	Global as Sole Shareholder of the Company 
	  	  
	           
                      	On the date hereof, the Company’s capital is
      R$ 98,200.00 (ninety-eight thousand two hundred reais), divided into 98,200
      (ninety-eight thousand, two hundred) shares, of which 27,221 (twenty-seven
      thousand two hundred twenty-one) are common shares class A, and 70,979 (seventy
      thousand nine hundred seventy-nine) are common shares class B, which common
      shares class B are convertible into preferred shares (whose sole preference
      is the priority in the reimbursement of capital). Global owns 98,199 (ninety-eight
      thousand one hundred ninety-nine) shares, representing 99.99% (ninety-nine
      point ninety-nine percent) of the Company’s total capital, of which
      27,220 (twenty-seven thousand two hundred twenty) are common shares class
      A, and 70,979 (seventy thousand nine hundred seventy-nine) are common shares
      class B, and PM owns the remaining 1 (one) common share class A. On or prior
      to the First Closing, PM shall have duly transferred the 1 (one) share he
      holds in the Company to Global. Such transfer shall be recorded in the share
      registry book (livro registro de ações nominativas)
      of the Company, so that Global shall be the sole shareholder of the Company
      as of the beginning of the First Closing. 















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	1.3 	
      Investor’s Investment on the First
  Closing

	 	 
		
      Subject to the terms and conditions set forth in this
      Agreement, on the date of the First Closing, Investor shall invest in the
      Company by subscribing common shares and preferred shares especially
      issued by the Company for the purposes of such subscription, as set forth
      in Section 1.4, representing a percentage participation of 75%
      (seventy-five percent) of the Company’s issued and outstanding capital
      (the “Investment”). The total amount of the Investment shall be
      R$5,000,000.00 (five million reais) (the “Entry Price”). The
      Investor shall have 18 (eighteen) months from the date of the First
      Closing to pay for the Investment, except that its obligation to complete
      the Investment shall be subject to the satisfaction of the conditions
      precedent set forth in Section 3.3. The Investment may be paid for in
      cash, assets and/or credits. The Investor also may loan funds or lease
      equipment to the Company, on industry standard terms, and shall be
      permitted to convert into capital, in satisfaction of its payment
      obligations in respect of the Investment and subject to applicable law,
      the outstanding amount of any loan or value of any leased
  equipment.

	 	 
	1.4 	
      Capital Increase

	 	 
		
      For purposes of the Investment, on the date of the First
      Closing, Global shall hold a shareholders meeting of the Company, with the
      attendance of Investor (the “Shareholders Meeting”). At the
      Shareholders Meeting, Global, in the capacity as the sole shareholder of
      the Company, shall deliberate, cause and approve an increase in the
      corporate capital of the Company of R$ 294,600.00 (two hundred ninety-four
      thousand six hundred reais). Such capital increase shall be implemented by
      the issuance of 294,600 (two hundred ninety-four thousand six hundred) new
      shares, without par value, with an issue price of R$16.972 (sixteen reais
      and ninety-seven cents and two tenths of a cent) per share, being R$ 1.00
      (one real) of capital and R$15.972 (fifteen reais and ninety-seven cents
      and two tenths of a cent) of premium, of which shares 247,739 (two hundred
      forty-seven thousand seven hundred thirty-nine) shall be common shares and
      46,861 (forty-six thousand eight hundred sixty- one) shall be preferred
      shares (whose sole preference shall be the priority in the reimbursement
      of capital) (the “New Shares”). The New Shares shall be subscribed
      with a total premium of R$ 4,705,400.00 (four million seven hundred five
      thousand four hundred reais), which shall be recorded as capital reserve,
      in a specific account for premium in subscription, and Global shall
      expressly waive its preemptive rights for the subscription of the New
      Shares. At the Shareholders Meeting, Global shall also convert all of its
      common shares class B into preferred shares (whose sole preference shall
      be the priority in the reimbursement of capital), and shall deliberate,
      cause and approve the elimination of different classes of common shares.
      The minutes of the Shareholders Meeting shall be substantially in the form
      of the draft attached hereto as Exhibit 1.4.

	 	 
	1.5 	
      Shareholdings after the First Closing

	 	 
		
      On the date of the First Closing, following consummation
      of the actions to take place at the First Closing, the Company’s total
      issued and outstanding corporate capital shall be the sum of (i) the
      Company’s capital as of the date hereof, as set forth in Section 1.2, and
      (ii) the capital increase set forth in Section 1.4, and shall be
      represented by a total of 392,800 (three hundred ninety-two thousand eight
      hundred) shares, of which 274,960 (two hundred seventy-four thousand nine
      hundred sixty) shall be common shares and 117,840 (one hundred seventeen
      thousand eight hundred forty) shall be preferred shares, and such shares
      shall be held by the following persons in accordance with the following
      proportions:



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	 	(a) 	
      Global shall hold a total of 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)
      shall be common shares and 70,979 (seventy thousand nine hundred
      seventy-nine) shall be preferred shares; and

	 	 	 
	 	(b) 	
      Investor shall hold 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) shall be common shares and 46,861 (forty-six thousand eight
      hundred sixty-one) shall be preferred shares.




	1.6 	
      Bylaws

	 	 
		
      On the date of the First Closing, at the Shareholders
      Meeting, the Parties shall cause the Company’s bylaws to be amended and
      consolidated, and the bylaws of the Company shall thenceforth have the
      wording set forth in the bylaws contained in the draft minutes attached
      hereto as Exhibit 1.4.

	 	 
	1.7 	
      Shareholders’ Agreement

	 	 
		
      On the date of the First Closing, Global and Investor
      shall enter into a shareholders’ agreement substantially in the form of
      the draft attached hereto as Exhibit 1.7, which, among other
      things, shall grant Investor a right of first refusal regarding the shares
      at any time held by Global in the Company, and which shall set forth that
      the shareholder that does not proportionally subscribe to any future
      increase in the capital of the Company shall be therefore diluted (the
      “Shareholders’ Agreement”).

	 	 
	1.8 	
      Transfer of the Operation on the Second
    Closing

	 	 
		
      In addition to the contributions made by Global in
      accordance with Section 1.1, on the date of the Second Closing, Global
      shall transfer and/or assign to the Company, at no cost to the Company,
      free and clear of any and all liens, encumbrances, debts, obligations and
      liabilities, whether known or unknown, the Trademarks and all of its
      operation, businesses, rights and agreements relating to the development
      and provision of the Services (the “Operation”), including all
      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). A preliminary list of the items to be so transferred and/or
      assigned is contained in Schedule 1.8 hereto. Global shall take any
      and all necessary or advisable steps and measures for completing such
      transfer and/or assignment, and such transfer and/or assignment shall be
      valid and in place as of the date of the Second Closing. The Company shall
      assume or acquire no debts, obligations or liabilities in any way
      associated with the Operation in respect of the period through the Second
      Closing, and Global shall remain fully and exclusively liable for all such
      debts, obligations and liabilities.



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	2. 	
      FIRST CLOSING; CONDITIONS PRECEDENT

	 	 	 
	2.1 	
      First Closing

	 	 	 
		
      Subject to the provisions of Sections 2.2 and 2.3, the
      consummation of the transactions set forth in Sections 1.3 to 1.7 (the
      “First Closing”) shall take place 2 (two) business days from the
      date on which Investor gives Global notice confirming that the conditions
      set forth in Section 2.3 have been satisfied or otherwise waived in
      writing by Investor.

	 	 	 
	2.2 	
      First Closing Actions

	 	 	 
		
      On the date of the First Closing and as part of the First
      Closing, the following transactions shall take (or, as applicable, shall
      have taken) place:

	 	 	 
		(a) 	
      Global shall execute and deliver to Investor a
      certificate, dated as of the date of the First Closing, certifying that
      all representations and warranties contained in Section 5 are true,
      correct and complete in all respects as of the date of the First Closing
      and that it has complied with all covenants set forth in Section 4, as
      applicable;

	 	 	 
		(b) 	
      The Investment shall be consummated pursuant to the terms
      and conditions herein, including the holding of the Shareholders
      Meeting;

	 	 	 
		(c) 	
      All relevant persons shall execute all instruments and
      documents required for the implementation of the Investment, including all
      required entries in the share registry book (livro registro de ações
      nominativas) of the Company, evidencing the Investment, and Investor
      shall be vested in the full and unconditional ownership of the New Shares,
      free and clear of any and all liens;

	 	 	 
		(d) 	
      Global and Investor shall execute the Shareholders’
      Agreement;

	 	 	 
		(e) 	
      Global, PM and Investor shall enter into a non-compete
      and non-solicitation agreement substantially in the form of the draft
      attached hereto as Exhibit 2.2(e);

	 	 	 
		(f) 	
      Turinco and Global shall enter into a software license
      agreement for the use by Global of certain proprietary software of
      Turinco; and

	 	 	 
		(g) 	
      All other deeds, records, agreements, contracts,
      corporate actions, certificates, filings, papers and other documents
      required or convenient for the consummation of the First Closing shall be
      duly and validly executed and delivered by the relevant parties
      thereto.

	 	 	 
	2.3 	
      Conditions Precedent

	 	 	 
		
      The First Closing shall be subject to the fulfillment and
      satisfaction, at or prior to the First Closing, of the following
      conditions precedent, unless otherwise waived in writing by
    Investor:

	 	 	 
		(a) 	
      The due diligence of the Company and Global, including of
      the Operation, by the Investor shall have been completed and the results
      of such due diligence shall have not identified the existence of any
      material liability relating to the Company or the Operation or any fact
      that may impede or adversely affect the Operation or its future transfer
      to and conduct by the Company;



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	 	(b) 	
      All consents, authorizations or approvals required to be
      obtained on or prior to the First Closing for the consummation of the
      Investment, if any, shall have been obtained;

	 	 	 
	 	(c) 	
      PM shall have transferred the 1 (one) share he holds in
      the Company to Global, as set forth in Section 1.2;

	 	 	 
	 	(d) 	
      All representations and warranties contained in Section 5
      shall be true, correct and complete in all respects as of the date of the
      First Closing;

	 	 	 
	 	(e) 	
      The Company shall have entered into a confidentiality and
      non-compete agreement in the form of the draft attached hereto as
      Exhibit 2.3(e) with its key personnel;

	 	 	 
	 	(f) 	
      Global and the Company shall have entered into an
      equipment comodato agreement (contrato de comodato), substantially
      in the form of the draft attached hereto as Exhibit
  2.3(f);

	 	 	 
	 	(g) 	
      Global and the Company shall enter into an office space
      comodato agreement (contrato de comodato) substantially in the form
      of the draft attached hereto as Exhibit 2.3(g);

	 	 	 
	 	(h) 	
      Global and the Company shall have provided to the
      Investor all information and financial statements relating to the Company
      and the business, assets, etc. acquired by the Company from Global
      pursuant to this Agreement as reasonably necessary for Turinco to meet its
      disclosure obligations under the United States Securities Exchange Act of
      1934 (the “Exchange Act”) as a result of completion of the First
      Closing, including delivery of financial statements audited in accordance
      with the standards of the United States Public Company Accounting
      Oversight Board (the “PCAOB”) by an auditor registered with the
      PCAOB and otherwise acceptable to the United States Securities and
      Exchange Commission (the “SEC”);

	 	 	 
	 	(i) 	
      Each and all other obligations of the Shareholders under
      this Agreement and required to be performed at or prior to the First
      Closing shall have been duly performed and complied with in all respects;
      and

	 	 	 
	 	(j) 	
      No situation which could result in, (i) with respect to
      the Operation and the Company, any situation or state of affairs that is,
      or is reasonably likely to be, materially adverse to the business,
      operations, assets, liabilities, condition (financial or otherwise),
      results of operations, or prospects of the Operation and of the Company,
      (ii) with respect to Brazil, any situation or state of affairs that is, or
      is reasonably likely to be, materially adverse to the Brazilian financial,
      political or economic conditions and that causes the consummation of
      Investor’s obligations hereunder substantially more onerous, and (iii)
      with respect to the Parties or Brazil, any situation or state of affairs
      which will, or is reasonably likely to, prevent or materially hinder or
      delay the transactions contemplated by this Agreement (a “Material
      Adverse Change”) shall have occurred.



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	2.4 	
      Completion of Conditions Precedent

	 	 	 
		
      Each of Global and PM shall procure and obtain
      fulfillment and satisfaction of the conditions precedent set forth in
      Section 2.3 as soon as practicably possible as from the date hereof.
      Global shall maintain Investor fully informed of the progress and
      development of the fulfillment and satisfaction of such conditions
      precedent and shall provide Investor upon request with any and all
      information relating thereto, including copies of any documents.

	 	 	 
	3. 	
      SECOND CLOSING; CONDITIONS PRECEDENT

	 	 	 
	3.1 	
      Second Closing

	 	 	 
		
      Subject to the provisions of Sections 3.2 and 3.3,
      consummation of the transactions set forth in Section 1.8 (the “Second
      Closing”) shall take place 2 (two) business days from the date on
      which Investor gives Global notice confirming that the conditions set
      forth in Section 3.3 have been satisfied or otherwise waived in writing by
      Investor.

	 	 	 
	3.2 	
      Second Closing Actions

	 	 	 
		
      On the date of the Second Closing and as part of the
      Second Closing, the following transactions shall take place:

	 	 	 
		(a) 	
      Global shall execute and deliver to Investor a
      certificate, dated as of the date of the Second Closing, certifying that
      all representations and warranties contained in Section 5 and relating to
      the Operation and its transfer to and subsequent conduct by the Company
      are true, correct and complete in all respects as of the date of the
      Second Closing and that it has complied with all covenants set forth in
      Section 4, as applicable;

	 	 	 
		(b) 	
      The Operation shall be transferred to the Company, as set
      forth in Section 1.8;

	 	 	 
		(c) 	
      Turinco and Global shall terminate the software license
      agreement entered into in accordance with Section 2.2(f), and Turinco and
      the Company shall enter into a software license agreement concerning the
      same proprietary software of Turinco; and

	 	 	 
		(d) 	
      All other deeds, records, agreements, contracts,
      corporate actions, certificates, filings, papers and other documents
      required or convenient for the consummation of the Second Closing shall be
      duly and validly executed and delivered by the relevant parties
      thereto.

	 	 	 
	3.3 	
      Conditions Precedent

	 	 	 
		
      The Second Closing shall be subject to the fulfillment
      and satisfaction, at or prior to the Second Closing, of the following
      conditions precedent, unless otherwise waived by Investor:

	 	 	 
		(a) 	
      The Company shall have, after the First Closing, applied
      for a SCM (Serviço de Comunicação Multimídia) license from ANATEL
      (Agência Nacional de Telecomunicações) and ANATEL shall have issued
      such license to the Company;



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		(b) 	
      All representations and warranties contained in Section 5
      and relating to the Operation or its transfer to the Company shall be
      true, correct and complete in all respects as of the date of the Second
      Closing;

	 	 	 
		(c) 	
      Global and the Company shall have provided to the
      Investor all information and financial statements relating to the Company
      and the business, assets, etc. acquired by the Company from Global
      pursuant to this Agreement as reasonably necessary for Turinco to meet its
      disclosure obligations under the Exchange Act as a result of completion of
      the Second Closing, including delivery of financial statements audited in
      accordance with the standards of the PCAOB by an auditor registered with
      the PCAOB and otherwise acceptable to the SEC; and

	 	 	 
		(d) 	
      No Material Adverse Change shall have occurred.

	 	 	 
	4. 	
      COVENANTS

	 	 	 
	4.1 	
      Conduct of Business of the Company

	 	 	 
		
      As from the date hereof until the date of the First
      Closing, (i) the Shareholders shall cause the Company to conduct its
      businesses in the ordinary course and in accordance with reasonable
      business practices; (ii) the Shareholders shall not take or permit to be
      taken any action that would make the representations and warranties set
      forth in Section 5 not to be true and accurate on the date of the First
      Closing; and (iii) the Shareholders shall not, without the prior written
      consent of Investor: cause or permit the Company to declare or pay any
      dividend or make any other distribution or payment on any the shares of
      its capital stock (including any payment of interest on capital), cause or
      permit the Company to redeem, amortize, purchase or otherwise acquire any
      shares of its capital stock, cause or permit the Company to grant, give,
      cause to or permit the imposition of any lien on any of its assets or
      properties, cause or permit the Company to make any capital expenditure or
      commitment therefore, cause or permit the Company to make any payment of
      any kind (except for payments of taxes and other obligations incurred in
      the ordinary course of business and which shall have become due and
      payable in the normal course), cause or permit the Company to lend or
      borrow money, cause or permit the Company to incur or assume any
      obligation or liability outside the ordinary course of business, cause or
      permit the Company to enter into any agreement (except for the instruments
      and agreements contemplated hereby), cause or permit the Company to amend,
      rescind or breach any agreement, cause or permit the Company to cancel,
      settle or waive any claims or rights, cause or permit the Company to carry
      out any business or activity outside the ordinary course of business, or
      cause or permit the Company to promise or agree, whether or not in
      writing, to do any of the foregoing.

	 	 	 
	4.2 	
      Conduct of the Operation

	 	 	 
		
      As from the date hereof until the date of the Second
      Closing, (i) Global shall conduct its businesses, including the Operation,
      in the ordinary course and in accordance with past accepted and reasonable
      business practices; (ii) Global shall consult and coordinate with Investor
      any investment, operation, strategy or other relevant decision or action
      relating to or affecting the Operation; (iii) Global shall not take or
      permit to be taken any action that would make the representations and
      warranties set forth in Section 5 not to be true and accurate on the date
      of the Second Closing; and (iv) Global shall not, without the prior
      written consent of Investor: sell, encumber, transfer, assign or otherwise
      dispose of the



- 11 -





		
      Operation or any part thereof, give cause or permit the
      imposition of any lien on any part of the Operation, cancel, settle or
      waive any claims or rights relating to or affecting the Operation, or
      promise or agree, whether or not in writing, to do any of the
      foregoing.

	 	 
	4.3 	
      Software License

	 	 
		
      As referred to in Section 2.2(f), Turinco shall grant to
      Global a limited, non-exclusive and non-transferable license to use,
      exclusively in connection with the Operation, certain proprietary software
      of Turinco, which license shall be valid through the earlier of (i) its
      termination in accordance with its terms, (ii) the date of the Second
      Closing or (iii) the termination of this Agreement. Global recognizes the
      value of such software and agrees that the use of such software is
      essential for the continuation and the expansion of the Operation. The
      terms and conditions applicable to such license, including applicable
      royalties, shall be set forth in a separate instrument, to be entered into
      by Turinco and Global on or prior to the date of the First
  Closing.

	 	 
	4.4 	
      Confidentiality

	 	 
		
      Each of the parties hereto agree to, and shall cause
      their respective directors, officers, employees, agents, representatives
      and affiliates to, treat and hold as confidential, and not disclose or
      provide access to any person to, all reserved or secret information,
      whether oral, written or on any media, provided by the other parties in
      connection with the negotiation or performance of this Agreement or
      otherwise relating to its subject matter (including its existence, terms
      and conditions). The confidentiality obligations set forth in this Section
      4.4 shall not apply to information that (a) is received by a party and
      that (i) was publicly available prior to such receipt, (ii) after such
      receipt becomes publicly available through no wrongful act on the part of
      such party or any of its directors, officers, employees, agents,
      representatives or affiliates, or (iii) is received by such party from any
      third party without restriction on disclosure, or (b) is required to be
      disclosed pursuant to any applicable law or regulation and is so disclosed
      to the relevant authority or other third party to whom the information
      must be disclosed pursuant to the relevant law or regulation.

	 	 
	4.5 	
      Cooperation

	 	 
		
      The Parties shall cooperate to identify and, as
      applicable, request and/or obtain from any governmental authorities or
      other third parties any antitrust or other regulatory consent,
      authorization or approval required or desirable for the purposes of the
      transactions contemplated by this Agreement. The Parties shall share
      equally the fees and expenses associated with the making of any necessary
      filing or application.

	 	 
	4.6 	
      Loan to Global

	 	 
		
      So as to assist Global in the conduct of the Operation
      through to the Second Closing, which shall observe Section 4.2, Investor
      may extend to Global loans up to the total principal amount of R$
      250.000,00 (two hundred and fifty thousand reais), which Global shall
      exclusively use in the conduct in the Operation. Global shall repay to
      Investor all loans in one single installment by December 31, 2005. In case
      of late payment, the debt shall be subject to monetary adjustment in
      accordance with the variation of IGP-M/FGV, plus late interest at the rate
      of 1% (one percent) per month, from the maturity date until the date of
      effective payment.



- 12 -





	4.7 	
      Share Swap Option

	 	 
		
      For a term of 2 (two) years counted from the date of the
      First Closing, (i) Global shall have an option to exchange with Turinco
      all of its 98,200 (ninety-eight thousand two hundred) shares of the
      capital of the Company (being 27,221 common shares and 70,979 preferred
      shares) for 720,000 (seven hundred and twenty thousand) common shares of
      Turinco; and (ii) Turinco shall have an option to exchange seven hundred
      and twenty thousand 720,000 (seven hundred and twenty thousand) common
      shares of its capital for all of the 98,200 (ninety-eight thousand two
      hundred) shares of the Company held by Global at any time after Turinco
      shares have traded on the market for US$2.50 (two United States dollars
      and fifty cents) or more per share. Both options shall be exercisable only
      once. The exercise of one of the above options shall automatically cancel
      the other option, and no re-exchange shall be permitted. The options shall
      cover the totality of the shares held by Global in the Company. If
      following the First Closing Global acquires additional shares of the
      capital of the Company in addition to the 98,200 (ninety-eight thousand
      two hundred) shares it shall own on the date of the First Closing, the
      options shall automatically extend to such additional shares of the
      Company held by Global. Upon either (i) the exercise by Global of its
      option to exchange its shares of the Company for common shares of Turinco,
      or (ii) the exercise by Turinco of its option to issue shares of Turinco
      to Global in exchange for the shares of the Company held by Global, Global
      shall deliver to Turinco an investment agreement or other declaration
      executed by Global in the form requested by Turinco as reasonably
      necessary to establish that the issuance of common shares of Turinco to
      Global will not require registration under the United States Securities
      Act of 1933 (the “1933 Act”). The investment agreement or
      declaration shall include customary agreements, representations and
      warranties to establish that the shares of Turinco shall be issued in an
      exempt transaction pursuant to Section 4(2) of the 1933 Act, in an
      “offshore transaction” pursuant to Regulation S of the 1933 Act or in a
      transaction otherwise exempt from the registration requirements of the
      1933 Act. In each case, delivery of the investment agreement or
      declaration shall be a condition precedent to delivery of the common
      shares of Turinco to Global, provided that Turinco may waive this
      condition precedent at its election. The Parties and Turinco acknowledge
      and agree that the actual transfer by Global to Turinco of the shares held
      by Global in the Company shall be subject to any required regulatory
      approval being obtained, if applicable. The Company shall register the
      options set forth in its Section 4.7 in the Company’s share registry
      book.

	 	 
	4.8 	
      Other Covenants

	 	 
		
      Without prejudice to any other provision of this
      Agreement, Global shall (i) deliver to Investor any and all information,
      including copies of any records, papers and documents, relating to the
      Company, Global and the Operation; (ii) provide Investor with copies of
      its financial statements, including a copy of its financial statements for
      the period ended on July 31, 2005 by the date of the First Closing; (iii)
      cooperate with Investor and take all measures necessary or otherwise
      reasonably requested by Investor in connection with the transfer of the
      Operation to the Company; (iv) assume full responsibility and promptly pay
      and discharge any debt, obligation or liability, including any loss,
      damage, principal, interest, fine or penalty, associated with or in any
      matter relating to the Transferred Assets or the Transferred Employees and
      respecting the period through the First Closing, and any debt, obligation
      or liability, including any loss, damage, principal, interest, fine or
      penalty relating to the Operation or the Trademarks and respecting the
      period through the Second Closing; and (v) execute and deliver from time
      to time such additional instruments, documents, conveyances or assurances
      and take such other actions as necessary or



- 13 -





		
      otherwise reasonably requested by Investor to confirm or
      assure the rights and obligations provided for in this
Agreement.

	 	 	 
	4.9 	
      Reimbursement of Certain Employee Costs

	 	 	 
		
      Without prejudice to all of its other obligations under
      this Agreement, Global shall promptly reimburse the Company for any
      amounts incurred or payments made by the Company to or in respect of the
      Transferred Employees and relating to the period through their transfer to
      the Company, including FGTS fine or penalty owed in case any such
      Transferred Employee is terminated, pro rata vacation and vacation bonus,
      pro rata 13th salary and any and all other right or benefit, as
      well as the corresponding social security (INSS) and payroll charges or
      incidentals.

	 	 	 
	4.10 	
      Post-Closing Activities of Global

	 	 	 
		
      Global shall not in any manner suspend or interrupt its
      activities or the provision of its services (other than those relating to
      the Operation, which shall be transferred to the Company pursuant to this
      Agreement) for 3 (three) years following the date of the Second Closing.
      PM shall not transfer the control of Global without the prior written
      approval of Investor for 3 (three) years following the date of the Second
      Closing.

	 	 	 
	5. 	
      REPRESENTATIONS AND WARRANTIES OF
    SHAREHOLDERS

	 	 	 
	5.1 	
      In order to induce Investor to enter into this Agreement
      and to perform the transactions and agreements contemplated hereby and in
      all other documents, agreements and instruments contemplated hereby,
      Global and PM hereby make the following representations and warranties to
      Investor, each of which is material to and is being relied upon by
      Investor:

	 	 	 
		(a) 	
      Each of Global and the Company is a company duly
      organized and validly existing under the laws of Brazil, and has the full
      requisite authority (capacidade) and power to own its assets and
      properties and to transact the business in which it is engaged, to do all
      things necessary or appropriate in respect of its business and to
      consummate the transactions and the instruments or agreements contemplated
      by this Agreement to which it is or shall be a party.

	 	 	 
		(b) 	
      Global has authorized the execution, delivery and
      performance of this Agreement and all of the transactions and the
      instruments and agreements contemplated hereby to which it is or shall be
      a party. No other corporate action (including shareholder or management
      approval) is necessary to authorize such execution, delivery and
      performance. Each of this Agreement and all other instruments and
      agreements contemplated hereby shall, upon its execution and delivery by
      Global, constitute valid and binding obligations of Global, enforceable
      against Global in accordance with its terms.

	 	 	 
		(c) 	
      The execution and delivery by each of Global and PM of
      this Agreement and of all other instruments and agreements contemplated
      hereby to which it/he is or shall be a party, the performance by each of
      Global and PM of its/his obligations hereunder and thereunder and the
      consummation by each of Global and PM of the transactions or agreements
      contemplated hereby and thereby do not require Global or PM to obtain any
      authorization or consent or to make any filing with or give any notice to
      any governmental authority or other third party.



- 14 -





	 	(d) 	
      The execution and delivery by each of Global and PM of
      this Agreement and of all the instruments and agreements contemplated
      hereby to which it/he is or shall be a party do not, and the consummation
      of the transactions or agreements contemplated hereby and thereby and the
      compliance with the terms hereof and thereof shall not, (i) conflict, (ii)
      result in any violation of or default (with or without notice or lapse of
      time, or both), (iii) give rise to any right of termination, cancellation
      or acceleration of any obligation, (iv) give rise to any loss of any right
      or benefit, (v) result in the creation of any liens upon any of the assets
      or properties of any of Global and PM, under any provision of (a) the
      articles of association of Global, (b) any note, bond, mortgage,
      indenture, deed of trust, license, lease, commitment, contract, agreement,
      instrument or other arrangement to which Global or PM is a party or by
      which any of its/his respective assets or properties are bound, or (c) any
      applicable law or regulation.

	 	 	 
	 	(e) 	
      The articles of association of Global, already reflecting
      any and all amendments thereto, all duly registered with the commercial
      registry, are that contained in Schedule 5.1(e) attached hereto,
      and such articles have not been amended. PM is the controlling partner of
      Global and owns all quotas of Global. All quotas of the capital of Global
      are free and clear of any encumbrances, liens, options, shareholders’ or
      partners’ agreements, or any other restrictions or rights of third
      parties.

	 	 	 
	 	(f) 	
      The bylaws of the Company, already reflecting any and all
      amendments thereto, all duly registered with the commercial registry, are
      that contained in Schedule 5.1(f), and such bylaws have not been
      amended. The only shareholders meetings of the Company through the date of
      the First Closing shall be, in addition to the shareholders meeting held
      for the incorporation of the Company, on November 11, 2004, the
      shareholders meetings held on April 29 and on September 1 and September 2,
      2005, and true and complete copies of the minutes of such shareholders
      meetings have been delivered by Global to Investor.

	 	 	 
	 	(g) 	
      Schedule 5.1(g) hereto contains true copies of the
      un-audited financial statements of Global for the years ending on December
      31, 2002, December 31, 2003 and December 31, 2004 (collectively, the
      “Global Financial Statements”). The Global Financial Statements (i)
      were prepared in accordance with Brazilian GAAP applied on a consistent
      basis throughout the periods covered thereby; (ii) are complete, correct
      and in accordance with the books of account and records of Global, and can
      be legitimately reconciled with the financial statements and records
      maintained and the accounting methods applied by them, including for tax
      purposes; (iii) accurately reflect, on their respective dates and for the
      periods then ended, all assets of Global, to which Global has good title,
      free and clear of any and all encumbrances and liens; and (iv) accurately
      reflect, on their respective dates and for the periods then ended, all
      debts, obligations and liabilities (whether accrued, absolute, contingent,
      liquidated or otherwise, whether due or to become due, known or unknown,
      including any off-balance sheet obligations, obligations for contractual
      commitments, personal guarantees (garantias pessoais ou fiança),
      guarantees on negotiable instruments (aval) or real property
      security rights (garantias reais) of Global. As from December 31,
      2004 through the date of the Second Closing there has been and there shall
      be no fact or act that may adversely affect the Operation or the business,
      operations, cash flows, affairs, prospects, properties, assets or
      liabilities, or the condition, financial or otherwise, of
  Global.



- 15 -





	 	(h) 	
      Schedule 5.1(h) hereto contains a true copy of the
      un-audited balance sheet of the Company for the period ending on July 31,
      2005. As of the date of the First Closing, the Company shall have no debt,
      obligation or liability (whether accrued, absolute, contingent, liquidated
      or otherwise, whether due or to become due, known or unknown, including
      any off-balance sheet obligations, obligations for contractual
      commitments, personal guarantees, guarantees on negotiable instruments or
      real property security rights) other than those shown on such balance
      sheet.

	 	 	 
	 	(i) 	
      The Company owns all of the assets purported to be owned
      by the Company, including the Transferred Assets, free and clear of any
      encumbrances, liens, options, shareholders’ or partners’ agreements, or
      any other restrictions or rights of third parties. As of the date of the
      Second Closing, the Trademarks and the Operation shall be transferred to
      the Company, and shall become the exclusive property of the Company, free
      and clear of any debts, obligations, encumbrances, liens or other
      restrictions or rights of third parties.

	 	 	 
	 	(j) 	
      Each and all contracts, agreements, instruments,
      commitments and other arrangements to which Global is a party and which
      relates to the Operation (each, a “Contract”) is valid, binding and
      enforceable against Global and, to the best of Global’s knowledge, the
      other parties thereto, in accordance with its respective terms, and is in
      full force and effect. Global is not in default or breach under any of the
      Contracts, nor, to the best knowledge of Global, is any other party
      thereto in default or breach thereunder, nor are there facts or
      circumstances which, with or without the giving of notice or the passage
      of time or both, would constitute a default or breach under any of the
      Contracts. Upon assignment of any Contract to the Company pursuant to the
      terms of this Agreement, the Company shall not assume any obligation or
      liability in respect of the period through such assignment.

	 	 	 
	 	(k) 	
      There is no action, claim, suit, proceeding, judicial or
      administrative, or arbitration proceedings pending, or, to the best of the
      knowledge of the Shareholders, threatened, against or involving or
      otherwise affecting the Shareholders or the Company and which could
      adversely affect Global or the Company or their business, operations, cash
      flows, affairs, prospects, properties, assets or liabilities, or the
      condition, financial or otherwise. Neither the Shareholders nor the
      Company are subject to any outstanding judgment, order, decision or award
      entered in any action, claim, suit or proceeding, including arbitration
      proceeding, which has not been fully complied with. No action, suit or
      proceeding, including arbitration proceeding, has been instituted or, to
      the best of the knowledge of the Shareholders, threatened to restrain or
      prohibit any of the transactions contemplated hereby or by any of the
      instruments and agreements contemplated hereby.

	 	 	 
	 	(l) 	
      Global and the Company have timely filed with the
      appropriate authorities all returns, statements, declarations, forms and
      reports required by law, and all such returns, statements, declarations,
      forms and reports are true, correct and complete in all respects. All
      taxes of Global and the Company due for (i) all fiscal years or periods
      that ended on or before the date hereof or that shall end on or before the
      date of the First Closing and the date of the Second Closing and, with
      respect to any fiscal year or period beginning before and ending after the
      date hereof, (ii) the portion of such fiscal year or period ending on and
      including the date hereof and the date of the First Closing and the date
      of the Second Closing, have been duly and



- 16 -





	 		 fully paid or provisioned and Global and the
        Company does not have any outstanding debt or pending liability for taxes.

	 	 	 	 
	 	(m) 	 On the date hereof, the Company’s capital
        is R$ 98,200.00 (ninety-eight thousand two hundred reais), divided into
        98,200 (ninety-eight thousand two hundred) shares, of which 27,221 (twenty-seven
        thousand two hundred twenty-one) are common shares class A, and 70,979
        (seventy thousand nine hundred seventy-nine) are common shares class B,
        which common shares class B are convertible into preferred shares. Global
        owns 98,199 (ninety-eight thousand one hundred ninety- nine) shares, of
        which 27,220 (twenty-seven thousand two hundred twenty) are common shares
        class A, and 70,979 (seventy thousand nine hundred seventy-nine) are common
        shares class B, and PM owns the remaining 1 (one) common share class A.
        All of such shares are fully paid in and are free and clear of any and
        all encumbrances, liens, options, shareholders’ or partners’
        agreements, or any other restrictions or rights of third parties. As of
        the date of the First Closing, before the consummation of the transactions
        contemplated to take place on such date, Global shall own all of the shares
        of the capital stock of the Company. On the date of the First Closing,
        following consummation of the transactions contemplated to take place
        on such date, the Company’s total issued and outstanding corporate
        capital shall be R$ 392,800.00 (three hundred ninety-two thousand eight
        hundred reais), represented by a total of 392,800 (three hundred ninety-two
        thousand eight hundred) shares, of which 274,960 (two hundred seventy-four
        thousand nine hundred sixty) shall be common shares and 117,840 (one hundred
        seventeen thousand eight hundred forty) shall be preferred shares, and
        all such shares shall be owned by the persons and in the proportions set
        forth in Section 1.5, and shall be free and clear of any and all encumbrances,
        liens, options, shareholders’ or partners’ agreements, or any
        other restrictions or rights of third parties, except for and as set forth
        by this Agreement and the Shareholders’ Agreement.

	 	 	 	 
	 	(n) 	
      As from the date on which the Shareholders
        became shareholders of the Company through the date of the First Closing,
        the Company has and shall have not: (i) sold, transferred or otherwise
        disposed of, or encumbered, any of its assets or properties; (ii) declared
        or paid any dividend or made any other distribution or payment on any
        the quotas of its capital stock, including any payment of interest on
        capital; (iii) redeemed, purchased or otherwise acquired any quotas of
        its capital stock; (iv) changed its accounting policies or practices;
        (v) suffered or permitted the imposition of any lien; (vi) made any capital
        expenditure or commitment therefore; (vii) made any payment of any kind,
        except for payments incurred and made in the ordinary course of its business,
        such as payments of any taxes that may have become due and payable and
        payments of reasonable fees of lawyers and outside accountants for services
        rendered; (viii) lent or borrowed money or incurred any debt, obligation
        or liability; (ix) entered into any agreement or amendment to agreement
        or rescinded or breached any agreement; (x) cancelled, settled or waived
        any claims or rights; (xi) breached any regulatory obligations or provisions;
        (xii) been subject to any Material Adverse Change; (xiii) carried out
        any business or activity outside its ordinary course of business; or (xiv)
        promised or agreed, whether or not in writing, to do any of the foregoing.

      
	 	 	 	 
	 	(o) 	 The Company has timely and fully complied
        with all of its labor and social security obligations, and the Company
        does not have any outstanding debt or pending liability for labor or social
        security.



- 17 -





		(p) 	
      Neither the Shareholders nor the Company are in violation
      of any laws and regulations to which they are subject, including
      environmental, labor, health and safety, social security and tax laws and
      regulations.

	 	 	 
		(q) 	
      No representation or warranty of any of the Shareholders
      contained in this Agreement or in any other written statement or
      certificate delivered by any of the Shareholders pursuant to or in
      connection with this Agreement or any of the instruments and agreements
      contemplated hereby, contains or will contain any untrue statement of a
      material fact or omits or will omit to state any material fact necessary
      to make the representations and warranties or other statements contained
      in this Agreement or any other agreement or instruments contemplated
      hereby are not misleading. There is no fact which adversely affects, or in
      the future may adversely affect, the business, operations, cash flows,
      affairs, prospects, properties or liabilities, or the condition, financial
      or otherwise, of the Company or its acquisition or the conduct of the
      Operation, which has not been disclosed by the Shareholders to Investor in
      this Agreement.

	 	 	 
	6. 	
      REPRESENTATIONS AND WARRANTIES OF
  INVESTOR

	 	 	 
	6.1 	
      In order to induce Global to enter into this Agreement,
      Investor hereby makes the following representations and warranties to
      Global, each of which is material to and is being relied upon by
      Global:

	 	 	 
		(a) 	
      It is a company duly organized and validly existing under
      the laws of Brazil, and has the full requisite authority
      (capacidade) and power to own its assets and properties and to
      transact the business in which it is engaged, to do all things necessary
      or appropriate in respect of its business and to consummate the
      transactions or agreements contemplated by this Agreement and all the
      instruments and agreements contemplated hereby to which it is or shall be
      a party.

	 	 	 
		(b) 	
      It has authorized the execution, delivery and performance
      of this Agreement and of all of the transactions and the instruments and
      agreements contemplated hereby to which it is or shall be a party. No
      other corporate action (including shareholder or management approval) is
      necessary to authorize such execution, delivery and performance. Each of
      this Agreement and all other instruments and agreements contemplated
      hereby shall, upon its execution and delivery by it, constitute valid and
      binding obligations of Investor, enforceable against it in accordance with
      its terms.

	 	 	 
		(c) 	
      The execution and delivery by Investor of this Agreement
      and of all the instruments and agreements contemplated hereby to which it
      is or shall be a party, the performance by it of its obligations hereunder
      and thereunder and the consummation by it of the transactions contemplated
      herein and therein do not require it to obtain any authorization or to
      make any filing with or give any notice to any governmental authority or
      other third party.

	 	 	 
		(d) 	
      The execution and delivery by it of this Agreement and of
      all the instruments and agreements contemplated hereby to which is or
      shall be a party, and the consummation of the transactions or agreements
      contemplated hereby and thereby and the compliance with the terms hereof
      and thereof shall not, (i) conflict, (ii) result in any violation of or
      default (with or without notice or lapse of time,
or



- 18 -





		
      both), (iii) give rise to any right of termination,
      cancellation or acceleration of any obligation, (iv) give rise to any loss
      of any right or benefit, (v) result in the creation of any liens upon any
      of its assets or properties under any provision of (a) its bylaws (b) any
      note, bond, mortgage, indenture, deed of trust, license, lease,
      commitment, contract, agreement, instrument or other arrangement to which
      it is a party or by which any of its respective assets or properties are
      bound, or (c) any applicable law or regulation.

	 	 	 
		(e) 	
      It is not a party and is not subject to any contract or
      instrument, and has not been given any notice from any third party
      asserting any rights or claims, which could hinder, delay, compromise or
      otherwise affect the consummation of the transactions contemplated by this
      Agreement or and the others agreements and instruments contemplated
      herein.

	 	 	 
	7. 	
      INDEMNIFICATION

	 	 	 
	7.1 	
      Survival of Representations and
  Warranties

	 	 	 
		
      The assumptions, declarations, representations and
      warranties contained in Section 5 shall survive for a term of 5 (five)
      years as from the date hereof. If written notice of a claim has been 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.

	 	 	 
	7.2 	
      Indemnification to Investor

	 	 	 
		
      The Shareholders shall at all times promptly indemnify
      Investor and its respective directors, officers, employees, agents,
      representatives and affiliates and their successors and assigns and shall
      at all times hold each of the foregoing persons harmless from 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 for attorneys’ fees, courts costs, placement of bonds or
      surety, judicial deposits and out-of-pocket expenses) (each, a
      “Loss”) incurred or suffered by any of the foregoing persons
      arising out of or resulting from:

	 	 	 
		(a) 	
      the breach of any representation or warranty made by any
      of the Shareholders in this Agreement or if any such representation or
      warranty made by any of them turns out to be untrue, incorrect, incomplete
      or inaccurate;

	 	 	 
		(b) 	
      if there is any asset insufficiency (insuficiência
      ativa) or supervening liability (superveniência passiva) with
      respect to the Operation or with respect to the Trademarks, the
      Transferred Employees, the Transferred Assets or any other asset, right or
      agreement contributed, transferred and/or assigned by Global to the
      Company, as a result of any act, fact, fault, error or omission whatsoever
      occurring or taking place through the date of the Second Closing, with
      respect to the Operation and the Trademarks, or through the date of the
      First Closing, with respect to the other foregoing items;

	 	 	 
		(c) 	
      any acts, facts or omissions of any kind relating in any
      way to the Trademarks, the Transferred Employees, the Transferred Assets,
      the Company or the Operation occurred or taking place through the date of
      the Second Closing, with respect to the



- 19 -





		
      Operation and the Trademarks, or through the date of the
      First Closing, with respect to the other foregoing items; or

	 	 	 
		(d) 	
      the breach by Global or PM of any other obligation
      contained in this Agreement or any other agreement or contract
      contemplated by this Agreement to be entered into by either of
  them.

	 	 	 
	7.3 	
      Indemnification Procedures

	 	 	 
		
      Whenever a claim shall arise for indemnification under
      this Section 7, Investor (the “Indemnified Party”) shall give
      notice to Global and PM (the “Indemnifying Party”) of the matter
      that the Indemnified Party has determined has given or could give rise to
      a right of indemnification under this Agreement, stating the amount of the
      Loss, if known, and method of computation thereof, if possible, and
      containing a reference to the provisions of this Agreement in respect of
      which such right of indemnification is claimed or arises.

	 	 	 
	7.4 	
      Waiver of Conditions Precedent

	 	 	 
		
      The Parties acknowledge and agree that if Investor has
      the knowledge of a failure of any condition precedent to the consummation
      of any of the transactions contemplated by this Agreement, or of any
      breach by the other parties hereto of any assumption, declaration,
      representation, warranty, covenant or obligation contained in this
      Agreement, and Investor elects to proceed with the consummation of such
      transactions, Investor shall be deemed to have waived such condition
      precedent or breach only for enabling the transactions contemplated by
      this Agreement but, notwithstanding such waiver, Investor and its
      directors, officers, employees, agents, representatives, affiliates and
      successors and assigns shall still be entitled to be indemnified pursuant
      to this Section 7 or to assert any other right or remedy for any Losses
      arising from any matters relating to such condition precedent or breach,
      notwithstanding anything to the contrary contained herein.

	 	 	 
	8. 	
      TERMINATION

	 	 	 
	8.1 	
      Termination

	 	 	 
		
      This Agreement may be terminated and the transactions
      contemplated hereby abandoned at any time prior to the date of the First
      Closing:

	 	 	 
		(a) 	
      by mutual written agreement of the Parties;

	 	 	 
		(b) 	
      by Investor, if any of the conditions set forth in
      Section 2.3 shall have become incapable of fulfillment and shall not have
      been waived by Investor;

	 	 	 
		(c) 	
      by Investor, if the First Closing does not occur on or
      prior to October 15, 2005;

	 	 	 
		(d) 	
      by Investor, if any of the Shareholders fails to perform
      any of their obligations hereunder that is to be performed through the
      First Closing;

	 	 	 
		(e) 	
      by Investor, if any of the Shareholders fails to perform
      any of their obligations under the Shareholders’ Agreement, to be entered
      into by and between Global and Investor in accordance with Section 1.7, or
      the Non-Competition, Non-Solicitation and Confidentiality Agreement, to be
      entered into by and among the Shareholders and Investor in accordance with
      Section 2.2(e); or



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		(f) 	
      by Global, if Investor fails to perform any of its
      obligations hereunder that is to be performed through the
  Closing.

	 	 	 
	8.2 	
      Effects of Termination

	 	 	 
		
      In the event of termination pursuant to this Section 8,
      written notice thereof shall forthwith be given to the other Party and the
      transactions contemplated by this Agreement shall be terminated, without
      further action by either Party, provided, however, that
      nothing in this Section 8 shall be deemed to release any of the Parties
      from any liability for any breach by such Party of any of its obligations
      under this Agreement or to impair the right of each Party to compel
      specific performance by the other Parties of its respective obligations
      under this Agreement.

	 	 	 
	9. 	
      SHARE PLEDGE AND QUOTA PLEDGE

	 	 	 
		
      In order to secure the due and timely performance of any
      and all of the obligations of Global and PM set forth in this Agreement,
      in the Shareholders’ Agreement and in the Non- Competition,
      Non-Solicitation and Confidentiality Agreement, as applicable, including
      the payment of any amounts, indemnities, costs, expenses, losses, damages
      and penalties:

	 	 	 
		(a) 	
      Global hereby pledges to Investor, in accordance with
      articles 1,419 et al of the Brazilian Civil Code, (i) all of the
      shares of the Company’s capital stock held by Global and any common shares
      or preferred shares which may be hereafter held by Global, whether
      pursuant to articles 167, 168, 169 and 170 of Law 6.404/76 or otherwise,
      to which this pledge shall be automatically extended; and (ii) all rights
      to dividends, interest on capital, bonuses and other rights relating to
      and attributed to the shares pledged hereunder upon acceleration of any
      secured obligation and thereafter. Immediately after the execution of this
      Agreement, the Company shall, and the Shareholders shall cause the Company
      to, register the pledge set forth hereunder in the share registry book
      (livro de registro de ações nominativas) of the Company and so
      proceed immediately upon the acquisition by Global of any additional
      shares. Global shall deliver to Investor a certified copy of the page of
      the share registry book showing such registrations immediately thereafter.
      It is hereby agreed by all Parties and Turinco that, if the pledge set
      forth in this section shall not have been enforced by the time the shares
      held by Global in the Company are transferred to Turinco following the
      exercise of any of the options set forth in Section 4.7, Turinco, upon the
      actual transfer of such shares, shall have the right to require the
      Investor to release all shares so transferred from the pledge set forth in
      this section; and

	 	 	 
		(b) 	
      PM hereby pledge to Investor, in accordance with articles
      1,419 et al of the Brazilian Civil Code, (i) all of the quotas of
      Global’s capital stock held by him and any other quotas which may be
      hereafter held by him, whether pursuant to articles 1,081 of the Brazilian
      Civil Code or otherwise, to which this pledge shall be automatically
      extended; and (ii) all rights to dividends, interest on capital, bonuses
      and other rights relating to and attributed to the quotas pledged
      hereunder upon acceleration of any secured obligation and thereafter.
      Immediately after the execution of this Agreement, Investor, PM shall
      execute an instrument reflecting the pledge set forth hereunder, to be
      recorded with the competent registry of titles and deeds and, as
      applicable, with the competent commercial registry, and PM shall amend the
      articles of association of Global in order to expressly provide for the
      pledge set forth hereunder. Upon the request of Investor, PM shall execute
      and deliver from



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			time to time such additional instruments, documents,
      conveyances or assurances and take such other actions as necessary or otherwise
      reasonably requested by Investor to confirm or assure the pledge provided
      for in this section.  


	  	  
	10. 	MISCELLANEOUS 
	  	  
	10.1 	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 10.10. 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, including the obligation
      to repay the loan set forth in Section 4.6. 





	  	  
	10.2 	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. 




	  	  
	10.3 	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. 


	  	  
	10.4 	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. 

	  	  
	10.5 	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, including the agreement named Carta
      de Intenções, dated March 8, 2005, as amended, by and among
      Global, Networks and the Company, in respect of which each of them hereby
      grants the other full, ample and irrevocable release. This Agreement may
      be amended only upon the mutual written consent of all Parties. 






	  	  
	10.6 	Intervention by Networks and Turinco 
	  	  
	        	Networks is an intervening party to this
      Agreement for the specific purpose of Section 10.5. Turinco is an intervening
      party to this Agreement for the specific purposes of Sections 4.3, 4.7 and
      9(a). Neither Networks nor Turinco shall have any obligation whatsoever
      to Global or PM under this Agreement. 





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	10.7 	
      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 Investor may assign, in
      whole or in part, its rights under Sections 4, 5 and 7 to (i) any of its
      present or future affiliates, or (ii) any person that acquires from
      Investor or becomes the holder of all or a portion of the shares of the
      Company at any time held by Investor. This Agreement shall be binding upon
      and inure to the benefit of the Parties and their respective successors
      and permitted assigns.

	 	 	 
	10.8 	
      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.

	 	 	 
	10.9 	
      Governing Law

	 	 	 
		
      This Agreement shall be governed by the laws of
      Brazil.

	 	 	 
	10.10 	
      Arbitration

	 	 	 
		
      Any dispute, controversy or claim between Investor, on
      the one side, and any of the Shareholders, on the other, arising out of or
      relating to this Agreement (including the breach, termination or
      invalidity hereof) 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



- 23 -





	 		
      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.

	 	 	 
	 	(i) 	
      should a party resist to the institution of arbitration,
      such party shall be subject to a penalty in an amount equivalent to 10%
      (ten percent) of the Entry Price, payable to the other party, without
      prejudice to such other party’s right to initiate the lawsuit contemplated
      by article 7 of Law No. 9,307/96. Any challenges by a party to the
      appointment of an arbitrator based on such arbitrator’s suspicion or
      impediment shall not be deemed as resistance to the institution of the
      arbitration.



          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, September 8, 2005.

ARVANA PARTICIPAÇÕES S.A.

	/s/ Jose Augusto Pinto Moreira                        	/s/ Estevao Popovics                     
	By: Jose Augusto Pinto Moreira	By: Estevao Popovics
	Title: Officer	Title: Officer


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(signatures continue on the following page)

(signature page of the Investment Agreement dated Septemebr 8,
2005)

GLOINFO 500 SOLUÇÕES EM TELEMÁTICA LTDA.

 

	/s/ Paulo Santos Messina                           
	By: Paulo Santos Messina

      Title: Adminstrator




  PAULO SANTOS MESSINA 

/s/ Paulo Santos Messina

LÚCIA SANGIACOMO MESSINA 

/s/ Lucia Sangiacomo Messina

ARVANA COMUNICAÇÕES DO BRASIL S.A.

	/s/ Estevao Popovics                     	__________________________________
	By: Estevao Popovics	By: Jose Augusto Pinto Moreira
	Title: Officer	Title: Officer


ARVANA NETWORKS, INC.

	/s/ Ian Drummond                          	__________________________________
	By: Ian Drummond	By: 
	Title: President	Title: 


TURINCO, INC.

	/s/ Michael Jervis                            	__________________________________
	By: Michael Jervis	By: 
	Title: Director	Title: 


WITNESSES:

	1. /s/ Ana Innocenti                        	2. /s/ Claudia Nogueira                              
	Name: Ana Innocenti	Name: Claudia Nogueira
	RG: 	RG: 
	CPF: 	CPF: 


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