LETTER OF INSTRUCTION AND INDEMNITY

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                    LETTER OF INSTRUCTION AND INDEMNITY
                          IN FAVOUR OF SMEC. L.L.C.

I am / We are the Beneficial Owner(s) / Authorised Signatory of:-

…………………………………………….……………………………………………..

a company currently registered in ……………………………………………………….
which company owns a property in Portugal.

I / We hereby appoint SMEC LLC or their agents to immediately carry out all necessary
work to enable the company to become registered and re-domiciled in Delaware, and
subsequently re-registered at Companies House in Portugal.

It is acknowledged that SMEC will assist and advise as necessary to help achieve
smooth transition of the company to Delaware and this may involve initial liaison with
existing managers on my / our behalf. It may also involve the appointment of interim
managers, secretary and directors of SMEC’s choice, if this is a cost effective solution.

I / We, however, as Beneficial Owner(s) / Authorised Signatory, accept responsibility
for the effectiveness and completion of any necessary closing down procedures in the
company’s current jurisdiction including liabilities to Government and current
management agents.

In essence, I / we indemnify SMEC LLC, their agents and officers, from any claims, of
whatever nature, that may be made from the jurisdiction in which the company is
currently domiciled. Furthermore, if such a claim were to be made against SMEC, or
their officers or agents I / we agree that it be transferred to me / us for any action
necessary.

SIGNED……………………………………………………………….

Print Name……………………………………………………………..

BENEFICIAL OWNER(S) /AUTHORISED SIGNATORY

DATED this…...........day of…........................................2006

				
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posted:12/1/2008
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