DATED

------------

SHAREHOLDERS' AGREEMENT

between

MOHAMED JARALLA S M ABUSHEREEDA

and

ALEXANDRE MARTINS CORREA

Relating to the establishment of

B R G TRADING & CONSTRUCTION LLC

THIS AGREEMENT is dated [DATE]

PARTIES

MOHAMED JARALLA S M ABUSHEREEDA a Qatari National, holding Qatar

Identity Card Number 28763402899 (“First Party”).

ALEXANDRE MARTINS CORREA, an individual, a Brazilian Citizen, holding

Brazilian Passport number FU240516 (“Second Party”).

BACKGROUND

The Parties have agreed to establish and jointly own a limited liability company
in Qatar (“Company”).

The Company will carry on business on the terms and conditions of this
Agreement.

The Parties will exercise their rights in relation to the Company in accordance
with the terms and conditions of this Agreement.

1 - BUSINESS OF THE COMPANY

1.1 The Business of the Company is General Construction, Installation of

Electrical Equipment, Mechanical Contracting, Plumbing Works, Trading in
Building Materials (Business).

2 - ESTABLISHMENT OF THE COMPANY

2.1 Forthwith or as soon as reasonably practical after executing this Agreement,

the Parties shall take all such steps as may be necessary to form the Company
as a limited liability company in Qatar under the Companies Law, including
executing the Memorandum before the relevant authorities in Qatar.
2.2 The name of the Company shall be B R G TRADING & CONSTRUCTION
LLC or if such name is not available, such other name as is acceptable to the
Second Party and to the relevant authorities.

2.3 The Company's memorandum of incorporation shall be in form agreed

between the Parties and shall be substantially in accordance with the form
attached in Schedule 1.

2.4 The share capital of the Company shall be Two Hundred Thousand Qatari
Riyals (200,000) divided into One Hundred Shares (100) of Qatari Riyals
(QAR2000) nominal value each. The First Party shall hold 51 (fifty one) Shares
and the Second Party shall hold 49 (forty nine) Shares.

2.5 The registered office shall be at [ADDRESS OF REGISTERED OFFICE].

2.6 First party will be responsible for the address to establish the head office

2.7 The bank signature powers may only be exercised by the General Manager
or such other signatories as may be nominated by the General manager from
time to time.

3 - NON-EXCLUSIVITY

3.1 The Parties agree that this Agreement and their shareholding in the Company
will not give rise to any exclusive relationship and the Parties shall remain free
to carry out business and hold other assets that may be in competition with the
business of the Company.

4 - SECOND PARTY OBLIGATIONS

4.1 The Parties agree that they shall procure that the Company appoints the
Second Party to provide all such management support services in relation to
all aspects of the Company's business and other affairs as the Company may
from time to time request. Such support services may be commercial,
administrative, financial or otherwise and shall, without limitation, include such
technical, intellectual property, accounting, data and other non-technical
information services as the Company may from time to time request.

4.2 The Second Party undertakes that it will not, except with the prior written
consent of the Company or to the extent required to perform the Management
Services or as required by law or any authority, directly or indirectly disclose,
whether during the continuance of this Agreement or at any time thereafter, any
information not generally available to third parties which the Second Party may
acquire during the performance of the Management Services and which
information relates to any of the secrets, dealings, transactions or affairs of the
Company. The Parties agree that the Second Party may disclose such
information to any affiliate at any time without the consent of the Company or
the First Party. For the purpose of this clause, “affiliate” means any entity which
controls, or is directly or indirectly controlled by, or under common control with,
the Second Party.

4.3 By way of consideration for the Second Party's provision of the Management
Services under this Agreement, it shall receive an enhanced dividend as referred
to in the Company’s Memorandum of Incorporation.

5 - FIRST PARTY OBLIGATIONS

5.1 The First Party agrees that it shall, to the extent that it can, provide the
following services, as the Company may from time to time request during the
term of this Agreement:

a) advise and assist the Company in obtaining and maintaining and renewing in
Qatar all such authorisations, permits, consents, permissions, licences and
registrations (whether governmental, municipal or of any other kind
whatsoever) as may be necessary or desirable for the conduct of its
Business, including but without limitation process all documents necessary
for finalising the licensing of the Company up to and including the
 commercial registration, and trade licence;
b) to make the application and submit an application for an immigration card
for the Company;
c) to obtain the Company’s corporate stamp;
d) obtain an employment visa and labour clearance for the resident General
Manager;
e) upon the prior written request by the First Party, provide assistance with
regard to corporate governance
f) transmit to the Company in a timely manner any information at any time in
the First Party's possession which may be of assistance to the Company and
advising the Company generally in relation to carrying on business in, and the
applicable laws, rules, regulations, customs, practices and procedures in and of
Qatar
g) upon termination for any reason whatsoever of the employment by the
Company of any person, the First Party shall, if so requested in writing by the
Second Party, assist in his or her unconditional transfer to any other sponsor in
Qatar as may be so requested;
h) advise and assist the Company in obtaining any customs and other
clearances and authorisations which may be needed for the import into Qatar of
any materials, equipment or other items of any nature required for the Company's
Business ;
i) in the event that the Company is awarded any projects/contracts and so
as to enable the Company to commence, continue and complete performance of
the same in a timely, professional, competent and most cost effective
manner, upon the prior written request by the First Party, provide
assistance to the Company in Qatar and in a timely manner to open such bank
accounts, obtain such office, personnel and other accommodation, and do
all such other matters, acts and things as may be necessary or desirable (for the
avoidance of doubt the accommodation, electricity, telephone lines and any
other services shall be registered in the name of the Company) and
j) upon the prior written request by the First Party, advising and assisting the
Company, , on all matters involving the Qatar Government, departments,
agencies and instrumentalities thereof
5.2 in addition to the above provide the address for establishment of the company
head office;

5.3 Bring within the maximum period of two (2) months of the opening of the
company the first construction contract of at least USD 10.000.000 (Ten million
American dollars);

5.4 Bring within maximum period of 4 (four) years, construction contracts of at

least USD 60.000.000 (sixty million American dollars);

6 - FIRST PARTY RIGHTS

6.1 In consideration of the First party providing the services set out it, clause 5.1,
the Second Party shall be entitled to USD 100.000,00 (One hundred thousand
dollars) to be paid as follow:

a) 50.000USD (fifty thousand dollars) at company registration;

b) 50.000USD (fifty thousand dollars) at sign of the first construction contract
by the Company, of minimum value of ten million American dollars like
clause 5.3.

6.2 In consideration of the First party providing the services set out it, clause 5.2,
5.3 and 5.4, the Second Party shall be entitled to a 2% (two per cent) commission
on the total value of each work, to be paid 48 hours after receipt of the value of
the customer stage;

6.3 An additional commission of 3% (three per cent), ill be paid after the total
receipt of the work (total term of receipt), in consideration of the tax isention
above incoming of the company by the 51% participation of the Qatari partner.

6.4 This additional commission will not be payable in case the Qatar law revoke
the tax benefit on the non-taxation of revenues proportional to the shares of the
First Party.
6.5 These commissions are only calculated and payable on the construction
contracts that First Party intermediates.

7 - FINANCE FOR THE COMPANY

7.1 Any financing which may be required by the Company from time to time shall
be raised by the Second Party. The Parties agree that there is no obligation on
the First Party to provide any finance to the Company.

7.2 In counterpart all Company assets belong to the Second Party.

7.3 The Company may obtain such bank loans or banking facilities (to meet its
working capital and other needs) as the General manager may from time to
time determine. However it is hereby declared that the Shareholders shall be
under no obligation whatsoever (unless agreed otherwise) to furnish the lender
bank(s) with guarantees, indemnities covenants, funding, assurances or similar
obligations whether financial or otherwise, in respect of the business, funding,
operations or any other aspect of the Company (whether jointly, severally or
proportionate to their holding of Shares).

7.4 No Shareholder shall, except with the prior written consent of the other
Shareholder create or permit to subsist any Encumbrance over any Shares held
by it.

8 - DURATION

8.1 Subject to clause “Termination and Liquidation”, this Agreement shall

continue in full force and effect for the Term. Provided however that this
Agreement shall terminate during the Term (including any extension or renewal) if
any of the Parties cease to be a shareholder in the Company or the Company is
dissolved for any reason whatsoever, in which case this Agreement will terminate
on completion of its liquidation.
9 - DIVIDEND POLICY

9.1 Subject to clause 9.2 and unless otherwise agreed by the Shareholders, the
Shareholders shall procure that, subject to the appropriation of prudent, proper
and legally required reserves and the retention out of the profits of funds to
meet the liabilities of the Company and working capital requirements, or any
requirements as to solvency or otherwise applicable to the Company (whether
under any statute, regulation or ruling and whether having the force of law in
Qatar or otherwise) and in the best interests of the Company, the Company
distributes to and among the Shareholders such proportion of its profit, after
provision for tax paid or accrued due in any financial period. Such proportion of
the profits shall be declared by way of interim and/or final dividends as set out in
this Agreement and the Memorandum.

9.2 The annual profits and losses in respect of any Financial Year shall be
determined from the audited accounts of the Company. All profits and losses
incurred by the Company for any Financial Year shall, unless otherwise agreed
by the Shareholders, be borne by the Shareholders in the following proportions:
two percent (2%) to the First Party and ninety eight percent (98%) to the Second
Party, provided that any losses borne by the Shareholders shall not exceed
their issued share capital of the Company.

9.3 It is further understood and agreed by the Shareholders that any profits
received by the First Party under this clause 9, shall be reduced by the amount of
the Service Fee under clause 6 above.

10 - TRANSFER OF SHARES

10.1 During the Term of the Agreement if the First Party unilaterally decide to
cease to act as the local partner and effect a transfer of all (but not some) of its
Shares to a transferee, will incur on a penalty of the 1.000.000USD (One million
American dollars) proportional to construction contracts already signed by the
company according to clause 5.4.
For example: If First Party decide do cease to act as the local partner after
already bring 30.000.000USD (thirty millions American dollars) in construction
contracts, the penalty ill be of the 500.000USD (fifty thousand American dollars).

10.2 In compensation, if the Second Party decide to unilaterally change the local
partner shall be subject to the same penalty.

10.3 In the event that the laws of Qatar change such that the Second Party may
own more than 49% of the Shares of the Company, the First Party agrees that it
shall as soon as reasonably practicable transfer all or part of its shareholding to
the Second Party in order that the Second Party shall own at least 51% of the
Company (the exact number of the First Party Shares to be transferred under this
clause to be agreed in good faith between the Parties from time to time) and
that it will take such steps and execute such documents promptly in order to
effect such transfer.

10.4

TERMINATION AND LIQUIDATION

The Second Party shall be entitled to require the dissolution of the Company
forthwith by notice in writing (a “Termination Notice”) to the First Party served
in accordance with clause 24 of this Agreement. The First Party shall sign any
document to give effect to a decision made by the Second Party to terminate this
Agreement and liquidate the Company pursuant to a unanimous decision of the
Shareholders’ assembly In the event the Second Party serves a Termination
Notice pursuant to this clause, then the Second Party shall be fully responsible
for undertaking all steps necessary to dissolve the Company and, if the assets
and capital of the Company are not sufficient to pay all of its liabilities as at the
date of dissolution or liquidation, then the Second Party shall be liable for all
costs and expenses to dissolve and liquidate the Company and shall
indemnify the First Party in this regard as more particularly set out in clause
14.
Termination of this Agreement shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination, including
the right to claim damages in respect of any breach of the Agreement which
existed at or before the date of termination.

If this Agreement terminates each Party shall, if requested by the other, procure
that the name of the Company is changed to avoid confusion with the name of
the Party making the request.

Where, following an event referred to in clause 13.1 the Company is to be wound

up, the Second Party shall endeavour to ensure that, before dissolution:
all existing contracts of the Company are performed to the extent that there are
sufficient resources;
the Company shall not enter into any new contractual obligations; and
the Company's assets are distributed as soon as practicable.

INDEMNITY

The Parties acknowledge and agree that pursuant to the terms of this Agreement
and the Memorandum, the Second Party has been given sole responsibility for
managing the Company through its nominated General Manager or such other
manager as may be appointed from time to time and the First Party has agreed
not to interfere in such management, as a shareholder or otherwise. The Second
Party hereby undertakes to the First Party that it will comply with all the
applicable laws and regulations in Qatar at all times in carrying out the
management of the Company (in particular, but without limitation article 298 of
the Companies Law) as well as any reasonable requests of the First Party in
order for the First Party to continue to act as a legally compliant but non-
interfering shareholder of the Company.

On the basis that the Second Party has the sole management powers in relation
to the Company, its Business, operations and administration, the Second Party
hereby agrees to indemnify and hold harmless the First Party for an against
any and all claims, actions, proceedings, costs (legal or otherwise), damages,
losses, threatened losses or liabilities or obligations of whatsoever nature and
howsoever caused (save for liabilities or obligations directly caused from the
negligence, gross negligence or wilful misconduct of the First Party), which the
Second Party may incur or suffer arising out of any claim by any third Party
against the First Party; and in respect of any liability of the Company arising
upon its dissolution or liquidation for any reason whatsoever, if the assets and
capital of the Company are not sufficient to pay all of its liabilities as at the date of
dissolution or liquidation, including any liabilities that may arise as a result of a
failure of the parties to pass a resolution to reinstate the capital of the Company
or to dissolve the Company in accordance with article 298 of the Companies Law.

STATUS OF AGREEMENT

Each Party shall, to the extent that it is able to do so, exercise all its voting rights
and other powers in relation to the Company to procure that the provisions of this
Agreement are properly and promptly observed and given full force and effect
according to the spirit and intention of this Agreement.

If there is an inconsistency between any of the provisions in this Agreement and

the provisions of the Memorandum of the Company, the provisions of this
Agreement shall prevail as between the parties.

The Parties shall, when necessary, exercise their powers of voting and any
other rights and powers they have to amend, waive or suspend a conflicting
provision in the Memorandum of the Company to the extent necessary to permit
the Company and its Business to be administered as provided in this Agreement.

CONFIDENTIALITY

In this clause Confidential Information means any information (however

recorded or preserved) which relates to the contents of this Agreement (or any
Agreement or arrangement entered into pursuant to this Agreement), Each Party
shall at all times keep confidential (and use all reasonable endeavours to
ensure that its employees, agents, and the Company shall keep confidential)
any Confidential Information and shall not use such Confidential Information
except for the purpose of exercising or performing its rights and obligations under
this Agreement, and shall not disclose such Confidential Information except:
to another member of its Group, as the case may be, or to a Party's professional
advisers where such disclosure is for a purpose related to the operation of this
Agreement; or
with the written consent of such of the Company or the Party or any member of
its Group that the information relates to; or
as may be required by law or by the rules of any recognised stock exchange, or
governmental or other regulatory body or by a court or other authority of
competent jurisdiction, provided that, to the extent it is legally permitted to do so,
it gives the other Party as much notice of such disclosure as possible[and, where
notice of disclosure is not prohibited and is given in accordance with this
clause, it takes into account the reasonable requests of the other Party in relation
to the content of such disclosure; or
to any tax authority to the extent reasonably required for the purposes of the tax
affairs of the Party concerned or any member of its Group.

The provisions of this clause 16 shall continue to apply after termination of

this Agreement for any cause.

ASSIGNMENT AND OTHER DEALINGS

Neither Party shall assign, transfer, mortgage, charge, sub-contract, declare a

trust over or deal in any other manner with any or all of its rights and
obligations under this Agreement (or any other document referred to in it) without
the prior written consent of the other Party such consent not to be unreasonably
withheld or delayed).

ENTIRE AGREEMENT

This Agreement (together with the documents referred to in it) constitutes the
entire Agreement between the parties and supersedes and extinguishes all
previous arrangements, understandings or Agreements between them relating to
its subject matter.

Each Party acknowledges that in entering into this Agreement (and any
documents referred to in it), it does not rely on, and shall have no remedies in
respect of, any statement, representation, assurance or warranty that is not set
out in this Agreement or those documents.

Nothing in this clause shall limit or exclude any liability for fraud.

VARIATION AND WAIVER

No variation of this Agreement shall be effective unless it is in writing and signed

by the parties (or their authorised representatives).

A waiver of any right or remedy under this Agreement or by law is only effective if
it is given in writing and is signed by the person waiving such right or remedy.
Any such waiver shall apply only to the circumstances for which it is given and
shall not be deemed a waiver of any subsequent breach or default.

A failure or delay by any person to exercise any right or remedy provided under
this Agreement or by law shall not constitute a waiver of that or any other
right or remedy, nor shall it prevent or restrict any further exercise of that or any
other right or remedy.

No single or partial exercise of any right or remedy provided under this

Agreement or by law shall prevent or restrict the further exercise of that or any
other right or remedy.

A person that waives any right or remedy provided under this Agreement or by
law in relation to one person, or takes or fails to take any action against that
person, does not affect its rights or remedies in relation to any other person.
NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall be deemed to, establish any
partnership between the parties or constitute any Party the agent of another Party

SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal

or unenforceable, it shall be deemed modified to the minimum extent necessary
to make it valid, legal and enforceable. If such modification is not possible, the
relevant provision or part-provision shall be deemed deleted. Any modification to
or deletion of a provision or part-provision under this clause shall not affect
the validity and enforceability of the rest of this Agreement. If one Party gives
notice to the other of the possibility that any provision or part- provision of this
Agreement is invalid, illegal or unenforceable, the parties shall negotiate in
good faith to amend such provision so that, as amended, it is legal, valid and
enforceable, and, to the greatest extent possible, achieves the intended
commercial result of the original provision.

THIRD PARTY RIGHTS

This Agreement is made for the benefit of the Parties and their successors and
permitted assigns and is not intended to benefit, or be enforceable by, anyone
else.

The rights of the parties to terminate, rescind or agree any variation, waiver or
settlement under this Agreement are not subject to the consent of any other
person.

RIGHTS AND REMEDIES

Except as expressly provided in this Agreement, the rights and remedies

provided under this Agreement are in addition to, and not exclusive of, any rights
or remedies provided by law.

LANGUAGE

If this Agreement is translated into any language other than English, the
English language version shall prevail.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or
its subject matter or formation shall be governed by and construed in
accordance with the laws of Qatar.

Each Party irrevocably agrees that the courts of Qatar shall have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with
this Agreement or its subject matter or formation.

This Agreement has been entered into on the date stated at the beginning of it.

Signed by MOHAMED JARALLA S M

ABUSHEREEDA a Qatari National,
holding Qatar Identity Card Number
28763402899 (“First Party”). .................................
......

Signed by ALEXANDRE
MARTINS
CORREA, a Brazilian Citizen, holding
Brazilian Passport number FU240516 ....................................

Schedule 1: Memorandum of Incorporation