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					                                                                                                                    EXHIBIT

                                                    FREE LEASE AGREEMENT



The parties identified ahead and undersigned, on one side:

SABÓ INDÚSTRIA E COMÉRCIO LTDA., (identification and full name, marital status,
occupation, Identification Card, Individual Taxpayer Identification Number and domicile of its legal
representative),              hereinafter           referred        to       simply     as     LESSOR,   and   on   the   other
side,...............................................................................,        with    head       office       at
..............................................................,   registered with the Brazilian Treasury Department as a
Corporate Taxpayer (“CGC/MF”) under number ..........................................., herein represented
pursuant to its Articles of Incorporation/By-laws by (insert identification), hereinafter referred to
simply as SUPPLIER, have mutually agreed and executed this Free Lease Agreement (agreement
No), which shall be governed by the following terms and conditions.



1. The LESSOR herein freely leases to the SUPPLIER the tool kit(s), mold(s), pattern(s), gage(s)
   and machinery(ies), hereinafter referred as the PROPERTY, owned by the LESSOR and
   described in the attached list that, initialed by the parties, is an integral part hereof.


1.1. The insertion of new or deletion of any PROPERTY provided hereunder will be preceded by
    invoices identifying the PROPERTY inserted or deleted, which invoices will automatically be
    made an integral part hereof.


1.2.The SUPPLIER shall use, enjoy, benefit and utilize the PROPERTY freely leased as if it was its
    own, and shall maintain and keep them in a way as to return them to the LESSOR in the same
    working conditions as they are currently being received, except for natural wear and tear of the
    PROPERTY.


2. SUPPLIER undertakes to identify as proprietary of the LESSOR and use the PROPERTY,
   subject matter hereof, solely and exclusively in the manufacture of items ordered by the LESSOR.


3. The PROPERTY hereby delivered to the SUPPLIER will be used at its industrial installations,
   and any change in location of said installations will be conditioned upon the prior approval of the
   LESSOR. Expenses incurred in any such change in location installations shall be borne by the
   SUPPLIER.


4. The “Tool Kit” is delivered in perfect maintenance and working condition, and the SUPPLIER
   shall be responsible for keeping it as it is hereby delivered, so that it can return it upon expiration
   or termination of this agreement, except for natural wear and tear.



                                                                                                                             1
4.1 The LESSOR may, at any time, inspect the “Tool Kit” and other PROPERTY freely leased
    hereunder, and to that end its representatives shall be given free access to the facilities where they
    are installed.


5. The SUPPLIER undertakes to insure the PROPERTY leased against loss or damage, including
   fire, and shall bear all the insurance related expenses. The LESSOR shall be named as the
   beneficiary of insurance policies purchased. In the case of theft, robbery, fire or any other accident,
   that in any way affects the PROPERTY, the SUPPLIER shall immediately communicate the
   LESSOR of the event and arrange for the filing of the corresponding Police Report, in addition to
   take all measures necessary for the LESSOR to receive the insurance amounts or recover the
   claimed PROPERTY.


6. The SUPPLIER may not, in part or in whole, assign or transfer to third parties the rights and
   obligations arising out of this agreement, without the express prior consent, in writing, from the
   LESSOR. It is additionally understood that the SUPPLIER may, under no circumstance, loan,
   assign or lease the PROPERTY to third parties. An exception to such a restriction is the loan
   made with a view to manufacturing the parts ordered by the LESSOR, upon express prior consent
   thereof.


7. This present agreement shall be effective for an undetermined time, and the LESSOR may, upon
   seventy-two (72)-hour notification, require the partial or total return of the PROPERTY subject
   matter of the free loan, informing the SUPPLIER that this agreement is terminated. In any such
   case, the SUPPLIER must return to the LESSOR, at its own cost and risk, together with the
   corresponding invoice, the PROPERTY at the LESSOR’s premises where it received them.
   Should the SUPPLIER fail to return the PROPERTY within the fixed time, it shall be imposed
   delinquent fine in the amount of ten thousand reais (R$ 10,000.00), for every day return is overdue,
   irrespective of notice, judicial notification or communication, and it shall be held liable for loss and
   damage and loss of profits that the LESSOR may sustain, without prejudice of the payment of
   other expenses resulting from the arrangements that the LESSOR may require and to the date
   PROPERTY is repossessed thereby.


7.1 This agreement shall also be automatically terminated in the event of termination of the
    GENERAL CONDITIONS OF THE PURCHASE AND SUPPLY OF PROPERTY,
    PRODUCTS, PARTS AND SERVICES agreement executed by the SUPPLIER or if, for any
    reason, the SUPPLIER ceases to be a SUPPLIER for the LESSOR.


8. If any of the PROPERTY is damaged, missed or lost as a result of misuse or other circumstances,
   the SUPPLIER shall indemnify the LESSOR at the current value, irrespective of the return of the
   PROPERTY. Indemnification for total or partial deterioration for loss or damage caused to the
   PROPERTY will be payable, provided that they are in possession of the SUPPLIER or in transit,
   upon its return.




                                                                                                         2
9. Failure to satisfy any of the obligations undertaken by the SUPPLIER herein shall cause the
   prompt termination of this agreement by the LESSOR, any judicial notification or communication
   unnecessary, regardless of other penalties applicable to the matter.

9.1-   In the event of bankruptcy, composition with creditors, insolvency or winding up of the
       SUPPLIER, this present agreement will be terminated and the PROPERTY delivered
       hereunder shall be returned, pursuant to legislation in force.

9.2-   In the event of early termination or expiration of this agreement, without return of the
       PROPERTY subject matter hereof, the LESSOR, in addition to the other sanctions, may
       commence applicable judicial measures, including to search and seize the PROPERTY freely
       leased

10. Waiver by the parties shall not imply pardon, waiver, alteration or novation of the provisions
    contained herein.


São Paulo, ___________, _____.



“LESSOR” _______________________________________



                       ___________________________________________
                          SABÓ INDÚSTRIA E COMÉRCIO LTDA


“SUPPLIER”

                     ______________________________________
                                  (name)

Witnesses

____________________________



____________________________




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