PRIVATE CONTRACT OF ADVISORY SERVICES AND OTHER SETTLEMENTS
PRIVATE
CONTRACT OF ADVISORY SERVICES AND OTHER SETTLEMENTS
For
this
Contract, the parts, on one side
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CASTANHEIRA
ACQUISITION COMPANY LLC,
a
partnership properly constituted under the Laws of the State of Delaware
in the United States of North America, with office registered at
▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, in this act represented
by
its directors, ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
Brazilian, married, business administrator and accountant, Identification
n° RG 14.342.289-3 SSP/SP and CPF/MF n° ▇▇▇.▇▇▇.▇▇▇-▇▇, resident and
domiciled at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇▇▇, ▇▇▇▇▇▇ Europa, ZIP CODE
19.815-110, in the city of Assis, State of São Paulo and ▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Kumes,
Brazilian, judicially separated, economist, Identification n° RG
10.356.668-5 SSP/SP, CPF/MF n° 041.602.487-57, resident and domiciled at
Rua ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, n° 301, Morumbi, ZIP CODE 05.641
(“Castanheira "),
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and,
on
the other side,
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COMANCHE
CLEAN ENERGY CORPORATION,
a
company properly constituted in the Cayman Islands, with address
at ▇▇▇▇▇▇
& ▇▇▇▇▇▇ Corporate Services Ltd., PÓ Box 309 GT, ▇▇▇▇▇▇ House, South
Church Street, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, in this
act
represented by its Director, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Comanche Cayman"),
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and,
as
Intervening Consentor
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COMANCHE
PARTICIPAÇÕES DO BRASIL LTDA.,
limited business partnership, with office in the capital of the State
of
São Paulo, at Alameda Campinas, 463, 7th
floor, registered in C.N.P.J. under n° 07.751.535/0001-43, in this act
represented by its Director, Mr. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Brazilian, married,
business administrator, Identification n° RG 5.255.932 SSP/SP, CPF/MF n°
▇▇▇.▇▇▇.▇▇▇-▇▇, resident and domiciled in the capital of the State
of São
Paulo, at ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇. 81 ("Comanche Brasil");
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PRELIMINARY
REASONS
CONSIDERING
THAT:
I
-
Comanche Cayman is in the process of receiving resources for the investment
in
activities of biofuel production in Brazil (“Comanche Cayman Capitalization”),
with liquidation date foreseen for March of 2007, to be realized through
Comanche Brasil, partnership controlled by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
II
- For
the success of Financial funding, it is necessary that Comanche Brasil has
the
opportunity to acquire assets or companies of this sector in Brazil ("Additional
Business”), which are independent and not related to the acquisition of assets
and goods that are the property or used by the Ouro Verde Açúcar e Álcool Ltda.,
limited partnership, with office at Rodovia Vicinal - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, km.
04,
sala 02, Agua do Barreirinho, municipal district of Canitar, State of São Paulo,
registered in CNPJ/MF under the n° 74.520.776/0001-79 (“Ouro Verde”);
III
- The
Additional Business should be related to companies from the biofuel sector
of
Brazil, that are in good operational condition, and that can become vertically
integrated, from the raw material production to the generation of the final
product, and possess expectation of positive generation of ‘EBITDA’ (profit
before the interest, taxes, depreciation and amortization) equivalent to
R$10.000.000,00 (ten million) in 2007 and R$20.000.000,00 (twenty million)
in
2008 (the "Wanted Characteristics”);
IV
-
Castanheira, due to its executives' experience in the sector of distribution
of
fuels in Brazil, possesses the knowledge on the companies and the relationships
in the necessary sector to identify and to aid Comanche Brasil in the
negotiations with the Additional Business that satisfy the Wanted
Characteristics.
THE
PARTS
RESOLVE, to officiate the present Contract of Advisory Service and Other
Settlements (“Contract”), in the terms and conditions below:
OBJECT
AND REMUNERATION
1.
▇▇▇▇▇▇▇▇▇▇▇ promises to exercise its best efforts to identify Additional
Business in benefit of Comanche Brasil, and to advise it in such negotiations.
As Additional Business is identified and Comanche Brasil understands that these
stand up to the Wanted Characteristics, ▇▇▇▇▇▇▇▇▇▇▇ will advise Comanche Brasil
in the elaboration of the acquisition contracts, until the closing of the
operations.
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For
the purpose of this Contract, ▇▇▇▇▇▇▇▇▇▇▇ declares and guarantees
to
Comanche Caymans and Comanche Brasil that the Additional Business
won't
be, in any way, related to Ouro Verde or to the assets of its property,
or
still, related to the assets used by it during its business.
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Castanheiras
recognizes that it will not receive any type of remuneration, commission
or pay related to eventual acquisition of Ouro Verde, of its assets,
or
from the assets used, by Comanche Brasil, even if such acquisition
is
concluded together with the acquisition of the Additional Business,
being
that Castanheira will give up any pay for being intermediary, related
to
the acquisition of Ouro Verde, present or future, related to such
transaction, giving to Comanche Cayman and to Comanche Brasil the
complete, full and general acquittance.
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2.
On the
date of Comanche Cayman Capitalization, and in case Comanche Brasil accomplishes
some acquisition of an Additional Business, Comanche Cayman will pay
Castanheira, as remuneration for its services rendered through the
identification and negotiation of the Additional Business, 844,660 (eight
hundred and forty four thousand, six hundred and sixty) shares, with the right
to vote, of Comanche Cayman, representative of its capital stock, which the
parts recognize to have an approximate value of R$ 8.700.000,00 (eight million
and seven hundred thousand reais).
STATEMENTS
3.
Comanche Brasil is a recently constituted partnership that has as its social
object to acquire profit participation in companies and assets in the
sugaralcohol sector and other biofuel sectors in Brazil, such as biodiesel.
On
the occasion of the Capitalization of Comanche Clean Energy Corporation, (a)
this will start to have an integrated capital of at least R$ 30.000.000,00
(thirty million reais), (b) it will have its first shares negotiated at the
National Association of Securities Dealers OTC Bulletin Board, and (c) it will
be forced by the investors in Comanche Cayman Capitalization to register its
shares in the Securities Exchange Commission (SEC) of the United States of
America, and after the registration is approved, it will observe the criteria
and apply to be listed on NASDAQ or the American Stock Exchange, as soon as
possible after the Comanche Capitalization. Castanheira recognizes that the
rights of commercialization of the Shares will be subject to Rule 144 of SEC
and
other requisitions defined by the North American legislation.
4.
According to Enclosure I, there is a business plan of Comanche Brasil that
the
Parts confirm to represent the current intentions in relation to the business
of
Comanche Cayman, which can be adjusted on the occasion of the final prospect
of
the initial release of shares, being certain that the parts have knowledge
and
that they agree that the strategic decisions of Comanche Cayman will be decided
by a Council of Administration, composed according to the respective partnership
of this company, that can modify the business plan, in agreement with what
it
judges to be, Comanche Brazil's best interest, analyzed all the aspects on
each
business.
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CONFIDENCIALITY
5.
Each
part, including the Intervenient, should maintain secret on all the obtained
information of the other Part in relation to the present Contract that are
not
of public knowledge, have not been known or developed independently, that has
not been obtained from a third party or that are not of public knowledge by
virtue of breach of contract of the Part that has received it (jointly with
the
"Confidential Information”). The Confidential Information (which can be oral, in
writing or magnetic, being designated or not as "confidential", and that
includes contact information and information referring to structures,
negotiating methods or financial organization) can only be used by the receiving
Part in the realization of the transactions contemplated in this Contract and
for any other purpose. In the hypothesis of rescission of this Contract, all
the
documents (including the copies) obtained by virtue of this Contract, by one
Part, should be returned to the other pertinent Part, however the
confidenciality obligations and limitation to the use will continue in force
for
the two year period after the date of the rescission. Each Part promises not
to
disclose and to maintain secret the terms and conditions of this Contract,
being
included, but not limiting to the compensation to be paid below, except when
the
divulgation of the information is made obligatory for the consummation of the
negotiation contemplated in this Contract, demanded by any government authority,
applicable law or regulation of the stock exchange to which the Part is
submitted, or if it obtains the consent of all the other Parts listed. In the
case of noncompliance of the obligations of this clause by one of the Parts,
the
Delinquent Part should reimburse the other for losses and damages.
FINAL
CLAUSES
6.
The
Parts, in this act, expressly, agree with all the terms and conditions of the
present Contract, having nothing to oppose the same, for any reason, being
under
the obligation to accomplish all the acts and necessary formalities for the
perfect establishment of this settlement.
7.
The
present Contract is irrevocable, being mandatory to the parts and their
successors in every way.
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8.
The
present Contract is governed by the laws of the State of New York of the United
States of North America, and any dispute or conflict pertaining to this contract
should be solved exclusively in the courts of the State of New York of the
United States of North America.
Therefore,
being fair and contracted, the parts of the present contract will sign 03
(three) copies, of the same text, in the presence of the two witnesses below.
São
Paulo, November 2, 2006
CASTANHEIRA
AQUISITION COMPANY LLC
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/s/
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/s/
Alexandre ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ Kume
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COMANCHE
CLEAN ENERGY CORPORATION
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Intervening
Consenting Person
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COMANCHE
PARTICIPAÇÕES OF BRASIL LTDA.
▇.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Witnesses:
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Name:
RG:
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Name:
RG:
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