DRAFT – Memorandum of Understanding

Parties:

Employer: Sancho Beach Empreendimentos Ltd (SBI) located at Rua

Serido, 555 Sala 06, Petropolis, Natal-RN, Brazil, Registered
under number 09.126.054/0001-72.

Project Manager: Crest Group International (CGI) located at Av. Getulio

Vargas, 788 Loja, Petropolis, Natal-RN, Brazil, registered
under CNPJ number 10.437.892/0001-46.

Project: Touros Village Beach Resort (TVBR)

This Memorandum of Understanding between CGI and SB sets out the key
commercial terms to the temporary agreement relating to the pre construction
project management of the condominium Touros Village Beach, RN, Brazil.
(MoU)

Definitions

The Site: The land at the Urban Expansion Zone of Touros in

conformity with entry No.AV. 5.3.210 bordering to the north
the Touros/Carnaubinha Road pursuant to the terms of the
Articles of Association registered on 31 July, 2006 in the
Notary's office of the 1st Notary Public of Macaíba, State of
Rio Grande do Norte, Transfer - book 190, pp. 182/183v,
and in the form of the certificate of the General Register of
Property of the Judicial district of Touros, State of Rio
Grande do Norte, drawn up on 18 September of the present
year (Pre-registration in Ledger 3, under No. 6,447, p 46v,
3.210, referring to entry 3,210 on 2 August, 2006).

Phase 1: All ground works, sub-ground works, main utility services

and supplies, distribution of utilities, drainage, estate roads,
highway access, connection to public highway, hard
standing, landscaping, parking areas, paving, boundary
fences, security, main club house, villa numbers [A
14,16,31,35 – B 13,17,27,30 – C 12,15,34 – D 28,33 – E
26,29,32.], bungalow numbers [F 25,26 – G 27,28 – H
21,22,29,30 – I 19,20,23,24 – J 17,18], apartment numbers
[Garden View Apartments 1,2 & 3 – totalling 30 apartments.
Sea View Apartments 1 – totalling 26 apartments], swimming
pools, leisure areas and all associated buildings, services
and other structures necessary for the development,
beneficial occupation and statutory compliance of those
properties on plan number [state plan number of agreed
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 estate layout] and all associated design drawings and
specifications or other relevant information and documents
prepared by CGI and its sub-consultants.

Phases 2: All ground works, services, main utility supplies, distribution

of utilities, drainage, estate roads, highway access, hard
standing, landscaping, parking areas, paving, boundary
fences, security, villas, bungalows, garden and sea-view
apartments, swimming pools, leisure areas and all
associated buildings, services and other structures
necessary for the development, beneficial occupation and
statutory compliance of those properties and all associated
design drawings and specifications prepared by CGI and its
sub-consultants.

Phase 3: All ground works, services, main utility supplies, distribution

of utilities, drainage, estate roads, highway access, hard
standing, landscaping, parking areas, paving, boundary
fences, security, villas, bungalows, garden and sea-view
apartments, swimming pools, leisure areas and all
associated buildings, services and other structures
necessary for the development, beneficial occupation and
statutory compliance of those properties and all associated
design drawings and specifications prepared by CGI and its
sub-consultants.

Phase 4: All ground works, services, main utility supplies, distribution

of utilities, drainage, estate roads, highway access, hard
standing, landscaping, parking areas, paving, boundary
fences, security, villas, bungalows, garden and sea-view
apartments, swimming pools, leisure areas and all
associated buildings, services and other structures
necessary for the development, beneficial occupation and
statutory compliance of those properties and all associated
design drawings and specifications prepared by CGI and its
sub-consultants.

Completion: The Completion of all the works in each phase such that SBI
can give full beneficial use and occupation of all villas,
bungalows and apartments in that phase to purchasers or
tenants.

Services: The management of the design, administration, programme,

professional team, coordination of works and services,
quality control, trade and industry standards, statutory
compliance and all supervision necessary for the planning of
the Project and in particular Phase 1 using all proper skill
and care.
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Contractor: The building contractor or contractors that SBI selects for
negotiations with a view to entering into a formal Building
Contract for the construction of Phase 1.

Building Contract: Any contract or contracts that SBI enters into with any
Contractor for the construction of Phase 1.

Programme: A chronological bar chart in English and Portuguese which

shows all actions and events on a day by day basis for the
design, preparation, implementation, construction and
delivery of Phase 1 ready for beneficial occupation together
with mile stones and critical path.

Master Programme: A chronological bar chart in English and Portuguese which

shows all actions and events on a week by week basis for
the design, preparation, implementation, construction and
delivery of future phases of development on the assumption
that Phase 2 commences 3 months prior to the Completion
of Phase 1, Phase 3 commences 3 months prior to the
Completion of Phase 2 and Phase 4 commences 3 months
prior to Completion of Phase 3 together with mile stones and
critical path.

Storage Facility: A facility which holds all up to date design and specification
information from all design consultants and sub-consultants
in an electronic digital form that can be accessed by any
authorised person or organisation through the internet for the
benefit or use in the proper delivery of The Project. The
Storage Facility must be protected at all times from
unauthorised access or use by any third party for any reason
whatsoever.

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 Terms

1. SBI is the owner and developer of TVBR.

2. CGI is retained under a separate agreement by SBI as lead architect to

provide design, specification, administration and supervision services for
the design, implementation, execution, coordination, statutory compliance,
quality control and delivery of TVBR together with the appointment,
supervision, administration and management of all necessary sub-
consultants for specialist design, performance and specification of the
Project under the terms of the attached agreement .

3. Pending the formal appointment of a project manager by SBI, CGI

agrees to provide temporary project management services (The Services)
to SBI to enable pre-contract (The Contract) negotiations to advance with
a Contractor to a point where SBI could appoint a Contractor for Phase 1
of The Project.

4. SBI agrees to pay CGI the sum of BR$230/hour but subject always to
a absolute maximum of BR$13,400 per month in respect of the Services
to be provided under this MoU. These fees will not include fees for any
work that is considered to be relevant to the Architectural Services
Agreement referred to in clause 2 herein. The fee will be due on a weekly
basis subject to satisfactory performance of the Services with payment
due 28 days after the receipt of valid invoices from CGI bearing all
necessary information in respect of the hours worked, a full description of
such work and IVA tax details.

5. It is agreed by SBI and CGI that The Services commenced on 29

October 2010.

6. At all times CGI will use all proper skill and care to provide and
undertake the Services as suitably qualified and experienced architects
acting as project managers for the benefit of SBI and The Project.

7. The Services to be provided by CGI are as follows:

7.1 CGI will prepare a comprehensive list of all consultants and sub-
consultants together with names of key personnel, address and
contact details for all persons and organisations that are providing
any design or specification advice related to The Project. Such list
to be kept updated.

7.2 CGI to prepare a comprehensive list of all completed design,

specification or performance information required for the timely and
cost effective appointment of the Contractor and the construction
and delivery of the Project.

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7.3 CGI to prepare a comprehensive list of any outstanding design,
specification or performance information necessary for the timely
and cost effective appointment of the Contractor and the
construction and delivery of Phase 1 of the Project.

7.4 CGI to prepare a comprehensive list of any outstanding design,

specification or performance information needed for the cost
assessment, viability, programming and delivery of Phases 2, 3 and
4 of the Project.

7.5 CGI will review the Bill of Quantities prepared by Walter Germano
in September 2008 to recommend cost saving opportunities and
ensure that materials stated in the specification are and will be
readily available during the construction period of the project. This
process will be undertaken in conjunction with the chosen
contractor. The revised Bill of Quantities will be attached to the
Main Contract.

7.6 CGI will prepare a Programme of all works necessary for the
implementation, construction and completion of Phase 1.

7.7 CGI will identify all major events, mile stones and a critical path on
the Programme.

7.8 The Programme is to be presented to SBI by [date] and is subject

to the approval of SBI.

7.9 CGI will agree the Programme with the Contractor and will advise
SBI of any variations or amendments to the programme as a result
of discussions between CGI and the Contractor.

7.10 CGI to update the Programme on a weekly basis showing any

deviation or variation and bringing the consequences of any such
deviation or variation to the attention of SBI.

7.11 The Programme will be attached to the Building Contract.

7.12 CGI will prepare a schedule of all design drawings, specifications,

performance specifications and other relevant or necessary
information to be attached to the Building Contract to enable the
Contractor to undertake the necessary works and services and to
comply with its responsibilities under the Building Contract and in
accordance with the revised Bill of Quantities and the Programme.

7.13 CGI will prepare a Master Programme to be agreed with SBI.

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7.14 CGI to update the Master Programme on a monthly basis showing
any deviation or variation and bringing the consequences of any
such deviation or variation to the attention of SBI.

7.15 CGI will prepare, install and manage a web based (internet)
Storage Facility which contains all design drawings, specifications,
programme and other necessary information for the design,
implementation, construction and statutory compliance of Phase 1
and in due course Phases 2, 3 and 4.

7.16 CGI will advise SBI in respect of the form and nature of the Building
Contract that best suits the Project and in particular Phase 1 of the
Project. The advice from CGI will be suited to achieve the greatest
protection and benefit for SBI in respect of design, programme,
quality, cost, statutory compliance and delivery of Phase 1.

7.17 CGI to immediately bring to the attention of SBI any risks, delays or
problems with the Project that become known to or are reasonably
foreseeable to CGI which may cause any delay to the programme,
harm the quality of The Project or any additional cost or other
financial loss to SBI.

7.18 CGI to suggest dates for project meetings to be approved by SBI,

to arrange attendance of all necessary persons and organisations
at those project meetings, to prepare an agenda in advance of
those project meetings (to be distributed at least 5 working days
prior to any project meeting), to provide a venue for project
meetings, to keep minutes of project meetings (to be distributed
within 3 4 working days after the project meeting) and to pursue all
actions arising from the project meetings.

8. In the event that SBI decides to appoint CGI as permanent project

manager, CGI agrees to enter into a formal project management
agreement with SBI on terms which are reasonable to both parties
whereupon all Services and obligations under this MoU shall be carried
forward and added into the project management agreement as if such
Services had commenced on 29 October 2010.

9. In the event that SBI decides to appoint an alternative project manager

to assume responsibility for the Services stated herein, CGI hereby agrees
to assign the full benefit of any work or Services undertaken under this
MoU to such person or organisation as directed by SBI without charge,
other than the payment of fees as stated in paragraph 4 herein.

10. The copyright of any design, specification, Programme or other

information created under the terms of this MoU will belong exclusively to
SBI.
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11. Any dispute arising out of this MoU to be determined by
[Person/jurisdiction] with suitable expertise and experience and acting as
an expert, not as an arbitrator.

12. This MoU can be determined at any time by SBI on written notice to
CGI subject to the payment of any outstanding fees properly due under
clause 4 herein.

13. This is a complete agreement in respect of the Services to be provided

under this MoU.