Unassociated Document


    Exhibit
10.1

    


    CO-OPERATION
AGREEMENT

    


    This
Co-operation Agreement (“Agreement”) is made and entered into this 17th day of
February 2011, by and between:

    


    1. “GreenEra Ltd”, a company
duly incorporated and existing under the laws of Cyprus Republic, registration
number 246210, having its registered office at 9 Theklas Lyssioti, Xanthi Court,
1st
floor, 3030 Limassol, Cyprus (hereinafter “GreenEra”), legally
represented for the execution of this Agreement by its Director Mr. Neofytos
Lamprou,

    


    2. “Prime Estates & Developments
Inc”, a company duly incorporated and existing under the laws of Nevada,
USA, which is listed at the OTCBB US market with the ticker “PMLT”, having its
office at 200 S. Wacker Drive, Suite 3100, Chicago, Illinois, 60606, USA,
(hereinafter “PMLT”),
legally represented for the execution of this Agreement by its CEO Mr.
Panagiotis Drakopoulos.

    


    hereinafter
collectively referred to as “Parties”.

    


    WHEREAS

    
      	
              (A)  

            	
              GreenEra
      is a company offering, among others, advisory and financing services and
      asset management services related to emissions trading and greenhouse gas
      offset projects.

            


    

    
      	
              (B)  

            	
              PMLT
      is a public real estate company that has as a purpose to acquire and
      operate real estate and real estate related assets. Among others PMLT
      wishes to create a diversified portfolio of real estate assets including
      forests.

            


    

    
      	
              (C)  

            	
              GreenEra
      states and represents hereto that it has the undisputed legal right,
      pursuant to respective agreement (hereinafter “Licensing Agreement”),
      on a land field in Novo Aripuana, State of Amazonas, Brazil, with a total
      area of 60.000 ha, as it is described in the attached hereto Annex 1 which
      constitutes an integral part of this Agreement (hereinafter the “Project”), for
      exclusive control, exclusive management and exclusive commercial
      exploitation (which include initial evaluation, identification,
      registration, certification, sale, transfer or assignment to any form or
      method) of:

            


    

    
      	
              d)
        

            	
              The
      total amount of all kinds, nature and source of carbon credits, deriving
      from the aforementioned Project;

            


    

    
      	
              e)
        

            	
              Any
      business, relating to or arising from or resulting in the future to any
      other, more specific nature, type and source, carbon credits, which will
      be derived from the aforementioned Project, during the course of the
      established agreement. Such business and commercial exploitation may
      include, not restrictively, the planning, development and construction of
      projects or undertaking in relation to water or other aquatic ecosystems,
      recognition, registration, certification, negotiation, sale or transfer in
      any manner or method, one or more units of any particular form, nature or
      origin of carbon credits; and

            


    

    
      	
              f)
        

            	
              Any
      other business activity of the Project, directly or indirectly relevant to
      any kind, nature of origin carbon credits derived in the present or in the
      future and from any specific element of the Project, such as forest or an
      area of forest, soil, water, ecosystems, etc, provided that their
      management and trading are environmentally and ecologically appropriate
      and acceptable.

            


    

    


    


    NOW,
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

    


    
      
        	1	Scope
      of this Agreement
	
                1.1

              	
                With
      this Agreement, the Parties agree to collaborate with the terms defined
      hereto. In particular, the Parties mutually agree the
      following:

              


      

    

    
      	
              1.2

            	
              GreenEra
      transfers all its rights and obligations that derive from the attached
      Licensing Agreement with the owner of the 60,000 ha property to
      PMLT.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              1.3

            	
              PMLT
      undertakes hereto the obligation to finance all needed expenses in order
      to issue the carbon credits that can derive from the aforementioned
      property. Both parties agree that the estimated cost of the carbon credits
      registration and issuance cannot exceed the amount of $1,200,000. Also,
      PMLT becomes the manager of the property and can develop plans for any
      other type of exploitation of the
estate.

            


    

    
      	
              1.4

            	
              PMLT
      hires GreenEra to be the Developer concerning the carbon credit projects
      that can derive from the 60,000 ha
property.

            


    

    
      	
              1.5

            	
              PMLT
      will do the Due Diligence on the property’s titles and all other documents
      of the property and in case that the Due Diligence is not successful, then
      PMLT will have the right to cancel the present
  Agreement.

            


    

    
      	
              1.6

            	
              GreenEra
      as the Developer of the project will be responsible to provide the
      following services:

            


    

    Provide
management and advices at the following subjects:

    
      	
               
      

            	
              a)
      Selection and follow up of the appropriate company for the execution of
      the needed PIN (Project Idea Note) and PDD (Project Development Design)
      for the attached 60,000 ha land.

            


    

    
      	
               
      

            	
              b)
      Project Management of all the Carbon Credits Registration Cycle for the
      attached 60,000ha land. (The Carbon Credit Registration Cycle means all
      actions need to be taken in order to issue the carbon credits and deposit
      them on a Carbon Credit Registry).

            


    

    GreenEra
as the Developer will advice and propose the proper company or companies that
will be responsible to execute the PIN, the PDD, the validation, and the
verification of the Project. The decision of the company or companies that will
be hired for these jobs will be a decision that PMLT will take. All other
decisions for the management and the day to day operation of the project will be
made by the Developer.

    
      	
              1.7

            	
              At
      the latest within ten (10) days, GreenEra will deliver to PMLT for the
      attached property that is identified in Annex 1 hereto, copies of the
      Licensing Agreement as well as each and every license, permit, decision of
      any competent authority or body or state, certificate and generally any
      and all other information or document related to such Projects which will
      be deemed necessary and is available by GreenEra, for the performance of a
      Legal, Financial/Tax and Commercial Due Diligence of the Project, as this
      shall be determined by the counsels and consultants who will undertake the
      Due Diligence of the Project. The Due Diligence shall be assigned by PMLT
      to counsels and consultants of its choice. The cost of the Due Diligence
      shall be paid by PMLT.

            


    

    
      
        	 	      
                1.

              	      
                The
      Due Diligence will be performed in order to be ascertained that GreenEra
      has for the Project identified in Annex 1 all of the rights mentioned in
      paragraph (C) of the WHEREAS or such other rights that to the
      determination of PMLT are necessary to be passed to PMLT with respect to
      this Project. Accordingly the successful or not outcome of the Due
      Diligence shall be determined in the sole discretion of
      PMLT.

              
	
                 
      

              	
                2.

              	
                GreenEra
      undertakes the obligation hereto that as of the date of signing of this
      Agreement and throughout its term, it shall not provide, assign, transfer,
      or otherwise dispose of, have any encumbrance on, or limit or limit in any
      way whatsoever any of the rights it currently gives on the
      Project.

              


      

    

    
      	
               
      

            	
              3.

            	
              PMLT
      undertakes the obligation to finance in total the attached Project of
      Annex 1. However, both parties agree that the estimated cost of the carbon
      credits registration and issuance cannot exceed the amount of
      $1,200,000.

            


    

     

    
      
        	2 	Costs
      – Liability 
	
                2.1

              	
                The
      compensation to GreenEra for its services as the Developer of the carbon
      credit projects hereto is agreed to be $5,000 per month. The obligation
      and the payments of $5,000 per month will start on the 1st
      of April of 2011. PMLT will also reimburse to GreenEra the amounts of the
      invoices of the expenses that will be needed in order to complete the
      registration process and issue the carbon credits. The obligation ends at
      the time that the Licensing Agreement
ends.

              


      

    

    
      
        	
                2.2

              	
                The
      liability of the Parties for any claim arising pursuant to this Agreement
      shall be limited to direct damages actually incurred. The Parties shall
      not be liable to each other for any incidental, indirect or consequential
      damages, including but not limited to loss of profit.

              
	 	 
	      
                3

              	      
                Term
      and Termination

              
	 	 
	      
                3.1 

              	      
                This
      Agreement shall come into force upon its signing by both Parties hereto
      and shall be valid until the expiration date of the Licensing
      Agreement.  All rights of the property are transferred to PMLT
      for all the period of the Licensing Agreement (about 34 years left). The
      obligation for management fees to GreenEra, as the Developer of the
      project, terminates at the time that the Licensing Agreement
      ends.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      
        	      
                3.2

              	      
                Each
      Party shall be entitled to terminate this Agreement in case of breach by
      the other Party of a material obligation under this Agreement, which is
      not remedied within reasonable time after written notification to such
      Party. 

              
	 	 
	
                4

              	
                Miscellaneous

              


      

    

    
      	
              4.1

            	
              The
      Parties agree that this is a binding
agreement.

            


    

    
      	
              4.2

            	
              The
      Parties express hereto their intent to cooperate further in similar
      projects or Joint Ventures.

            


    

    
      	
              4.3

            	
              Nothing
      in this Agreement shall grant either Party the right to make commitments
      of any kind on behalf of the other Party without prior written consent of
      the latter.

            


    

    
      	
              4.4

            	
              Neither
      Party may assign this Agreement or any of its rights or obligations under
      this Agreement without the prior written consent of the other
      Party.

            


    

    
      	
              4.5

            	
              The
      Parties further undertake to use all reasonable efforts to take, or cause
      to be taken, all actions and to do, or cause to be done, all things
      reasonably necessary or advisable to carry out the undertakings of the
      Parties with respect to this
Agreement.

            


    

    
      	
              4.6

            	
              If
      any provision contained in this Agreement is for any reason held to be
      invalid, illegal or non-enforceable in any respect, such invalidity,
      illegality or non-enforceability shall not affect any other provision
      hereof and this Agreement shall be construed as if such invalid, illegal
      or non-enforceable provisions had never been contained herein and as a
      consequence shall not affect the validity of this Agreement, unless it is
      proved that without the invalid provision the Parties would not have
      entered this Agreement.

            


    

    
      	
              4.7

            	
              This
      Agreement does not constitute a partnership, joint venture or any other
      form of business association or agency. None of the Parties is the agent
      of the others nor is entitled to enter into contracts or assume
      obligations for the other Party or make any warranties or representations
      on behalf of the other Party.

            


    

    
      	
              4.8

            	
              This
      Agreement shall not be modified or amended, nor shall any waiver of right
      hereunder be effective unless set forth in a document executed by duly
      authorized representatives of all
Parties.

            


    

    
      	
              4.9

            	
              The
      scope of this Agreement supersedes any previous understanding, commitment
      or agreements, oral or written of the Parties on the subject
      matter.

            


    

    
      	
              4.10

            	
              This
      Agreement shall be governed and construed in accordance with the Cyprus
      law. Any and all disputes arising in connection with the present Agreement
      (including any dispute as to its validity, meaning, effect or termination)
      shall be finally resolved by
Arbitration.

            


    

    


    In
Witness thereof, the Parties have executed this Agreement on the date herein
below written:

    


    
      	
              On
      behalf of GreenEra

              Name:         
      Neofytos Lamprou / Director

              Signature:

            	 
      
	
               

               

              On
      behalf of Prime Estates & Developments Inc.

              Name:         
      Panagiotis Drakopoulos / CEO

              Signature: