Partnership Contract Of a European Group of Economic Interest denominated GEIE - EURO CONSULTING GROUP. In the year two thousands and five (2005) on the twenty-ninth (29) of July, in Vibo Valentia with this contract among: - Co.G.A.L. ( Local Actions Group Syndicate) MONTE PORO- SERRE VIBONESI ( Syndicated Cooperative Company- Agency for the Local Development”, whose seat is in Vibo Valentia, Viale Affaccio , IV trav, n.9, registered in the Register of the Companies at the Chamber of Commerce, I.A.A. of Vibo Valentia, with the following fiscal code and inscription number :011984180792, represented by Mr PILEGGI PAOLO , manager, born in Maida on the 2nd(second) of March 1955( nineteen fifty-five), domiciled in the over-mentioned company seat for the office of President of the Board of Directors, and therefore, as legal representative , he is authorized to interfere in this contract according to the resolution of the Board of Directors dated April 11th 2005; - ADRACES - ASOCIAÇAO O DESENVOLVIMENTO DE RAIA CENTRO - SUL”, whose seat is in Castelo Branco ( Portugal), Rua de Santana n.277, registered in the Register of the Collective Individuals with the nr 502 706 759, represented by Mr REALINHO NUNES Antònio Joào, manager, born in Angola ( Portugal) on the 20th(twentieth) of April 1961(nineteen sixty-one), domiciled for this office in the over - mentioned company seat, and as Vice- President of the Direcção, he is authorized to interfere in this act according to the resolution of the Direcção dated May 20th 2005, - “ DEVELOPMENT AGENCY OF IRAKLIO S.A. (AN.H.S.A.)”, whose seat is in Archanes, Iraklio ( Crete - Greece), registered in the Register of the Companies with the nr 20934/70/B/90/04, represented by Mr KYPRIOTAKIS Roussos, manager, born in Houdetsi of Iraklio on the 12th(twelveth) of January 1959 ( nineteen fifty-nine), domiciled for this office in the over-mentioned company seat , as President and , therefore, as legal representative he is authorized to interfere in this act according the resolution dated June 20th 2005; - DEVELOPMENT AGENCY OF LASSITHI S.A.”whose seat is in the Palace of the Prefecture of Lassithi, Agios Nicolaos ( Crete - Greece), registered in the Register of the Companies with the nr 36558/71B/96/07, represented by Mr ANTONAKAKIS Charalampos, manager, born in Siteia ( Greece) on the 5th ( fifth) of August 1958( nineteen fifty-eight), domiciled for this office in the over-mentioned company-seat, and as General Director with signature power and as legal representative, he is authorized to interfere in this act according to the resolution dated June 27th 2005; - GROUP D’ ACTION LOCALE LAYON SAMUROIS”, whose seat is in Thourace ( France), Champ de Foire Square BP 1, registered in the Repertoire National des Enterprises with number 330 803 404, represented by Mr MOUSSEAU Gino, born in Vihiers ( France) on the 5th ( fifth) of March 1944( nineteen forty-four), domiciled for this office in the over-mentioned company seat, as President and therefore, as legal representative, he is authorized to interfere in this act according the resolution dated June 21st 2005; - ORGANIZACION PARA EL DESARROLLO DE MEZQUIN, MATARRAÑA Y BAJO ARAGON- ( OMEZYMA), whose seat is in Torrevelilla, ( Tereul- Spain), Avad Aragon nr.13, with fiscal code number G-44155034, represented by Mr ISMAEL BRENCHAT GIL, born in Valjunquera ( Tereul- Spain) on the 12th of January 1964( nineteen sixty-four), domiciled for this office in the over-mentioned company seat as President of the Board of the Directors and, therefore, as legal representative, he is authorized to interfere in this contract according to the board of the directors date july 7th 2005; - “ DEVELOPMENT AGENCY OF LARNACA”, whose seat is in Voroclini( Cyprus), via Laras nr1, registered at the Chamber of Commerce with the number HE 142855, represented by Mr ELENONDOROU SPYROS, born in Troulloi ( Cyprus)on the 31st (thirty-one) of March 1954 (nineteen-fifty-four), domiciled for this office in the over-mentioned company seat and as President of the Board of the Directors and ,therefore, as legal representative he is authorized to interfere in this contract according to the resolution of the Board of the Directors dated July 25th 2005. Art.1 according to the EC regulations nr.241/85 dated July 25th 1985 and to the Legislative Decree nr 240 dated July 23th 1991, it is constituted: a European Group of Economic Interest denominated GEIE - EURO CONSULTING GROUP ( Later under the simple name of “Group”) among: - CO.G.A.L ( Local Actions Syndicated Group) MONTEPORO _ SERRE VIBONESI Syndicated Cooperative Company- Agency for the local Development, “ ADRACES _ ASOCIAÇAO PARA O DESENVOLVVIMENTO DE RAIA CENTRO - SUL”,” DEVELOPMENT AGENCY OF IRAKLIO S:A: (AN:H: S:A)”, “ DEVELOPMENT AGENCY OFLASSITHI S.A.”,” GROUPE D’ACTION LOCAL LAYON SAMUROIS”, “ORGANIZACION PARA EL DESARROLLO DE MEZQUIN, MARRANA Y BAJO DE ARAGON-(OMEZYMA)”, “ DEVELOPMENT AGENCY OF LARNACA”. Art.2. the Group’s seat is in Italy, Vibo Valentia, Viale Affaccio IV trav. Nr.9. Art.3 In order to represent the interests of the Members towards their customers and the national authorities both in EU and Extra-European countries, to help and develop their activities as well as to improve and increase its results, the Group’s purpose is: - To develop the international cooperation in the technical, commercial and financial fields; - To promote, to find, to assess to acquire, to develop, to move and to spread new technologies both in Europe and worldwide, to plan economic, social, productive, financial systems both public and private in Europe and world wide. GEIE must firstly refer its initiatives to support and to promote the development and the employment of the involved areas, by carrying on its activity in accordance with the goals of the EU, the national, regional, provincial and the local development plans. It will work in the following fields: - Rural development activity; - Tourism, rural and agricultural tourism; - Support for small firms, handicrafts and local services; - Enhancement and marketing of agricultural and local handicraft products; - Promotion and creation of informatic and telematic links inside the specific intervention area and with the outside; - professional advice and research in social, economic, environmental and enquiry field, promotion and realization of studies and inquiries for a better enhancement and utilization of the environment and of the territorial resources; - The drawing-up and the accomplishment of feasibility studies and development plans; - The accomplishment of studies and researches on alternative energies, the promotion and the enhancement of their use in the involved economic and social areas. - services, advanced third sector, marketing, advertising campaign, information, communication, informatics, data banks, new technologies and technological innovations, energy, environmental impact, preparation of teaching equipment and of bibliographic supports for congresses and seminars; - Coordinated and continuative cooperation with daily and weekly magazines, publishing houses and any other medias; - Support for private and public firms and for private or public institutions in Europe and worldwide in order to obtain funds and any other support from the European Community’s organs or others; - taking part in programs and biddings within the EC and out of it, issued by public and private authorities; - Development and up-dating services of European and Extra-European countries; - The marketing of the member and partner firms’ products on European and international scale; - promotion of the associated firms through their presentation and their participation in meetings, art exhibitions, fairs, congresses, seminars and any other exhibitions in Europe and worldwide; - The quality control and creation of quality labels; - The individualization, the assessment, the selection and the training of individuals whose purposes are connected with the GEIE activities; - The setting up of training courses connected with GEIE competence areas; - The promotion and the aggregation and cooperation forms, cultural and social exchanges among European and Extra-European countries and among institutional corporations. In general, it may carry out any type of activity which is connected with the over-mentioned purpose and that can make their realization easier. In any case the Group’s activity must relate to the members’ economic activities and it must therefore be auxiliary to it. Art.4 Once the Group is safe from the possibility of an advanced dissolution according to the partnership contract, it lasts for 20 years starting from the date of its inscription in the State’s Companies Register of Vibo Valentia. At the expiring date, it may be extended with a unanimous consent of its Members. Art.5The Parties explicitly agree that the constituted Group is ruled by this Statute of 35 articles as far as organization, rights and duties of the Members, administration and audit and that it is signed by each Member and enclosed in this Act under letter “A” only after having approved each article. This Statute must be considered to be an integrating and substantial part of this Act and therefore must be reported here word by word. Art.6 The starting endowment, established by the Parties amounts to EURO 105,000 ( one hundred five thousand )it is divided as follows : a) “CO.G.A.L( Local Actions Syndicated Group) MONTEPORO – SERRE VIBONESI Cooperative Syndicated Company- Agency for the Local Development- subscribes nr. 4 shares of Euro 7.000 (seven thousand) each, for the total amount of Euro 28.000 ( twentyeight thousand) . Each share will be paid by cash for the amount of Euro 3.000 ( three thousand) and by producer goods for the amount of Euro 4.000 ( four thousand) . b) “ ADRACES – ASOCIAÇAO PARA O DESENVOLVIMENTO DE RAIA CENTRO – SUL” subscribes nr.3 shares of Euro 7.000 ( seven thousand) each, for the total amount of Euro 21.000 ( twenty-one thousand). Each share will be paid by cash for the amount of Euro 3.000 ( three thousand) and by producer goods for the amount of Euro 4000( four thousand). c) “ORGANIZACION PARA EL DESAROLLO DE MEZQUIN, MATARRAÑA Y BAJO ARAGON- (OMEZYMA) subscribes nr.3 shares of Euro 7.000 ( seven thousands) each, for the total amount of Euro 21.000 ( twenty-one thousand). Each share will be paid by cash for the amount of Euro 3.000 ( three thousand) and by producer goods for the amount of Euro 4000( four thousand). d) “ DEVELOPMENT AGENCY OF IRAKLIO S.A.( AN.H. S.A.) ) subscribes nr.2 shares of Euro 7.000 ( seven thousands) each, for the total amount of Euro 14.000 ( fourteen thousand). Each share will be paid by cash for the amount of Euro 3.000 ( three thousand) and by producer goods for the amount of Euro 4000( four thousand). e) “ DEVELOPMENT AGENCY OF LASSITHI S.A.” subscribes nr.1 share of Euro 7.000 (seven thousand). The release of this share will occur by cash for the amount of Euro 3.000 ( three thousand) and by producer goods for the amount of Euro 4000( four thousand). f) “ GROUPE D’ACTION LOCALE LAYON SAMUROIS” subscribes nr.1 share of Euro 7.000 (seven thousand). The release of this share will occur by cash for the amount of Euro 3.000 ( three thousand) and by producer goods for the amount of Euro 4000( four thousand). g) “DEVELOPMENT AGENCY OF LARNACA” subscribes nr.1 share of Euro 7.000 (seven thousand). The release of this share will occur by cash for the amount of Euro 3.000 ( three thousand) and by producer goods for the amount of Euro 4000( four thousand). These shares must be paid within three years’ time from today’s date. Concerning the amounts in cash, for the amount of Euro 3.000 for each share, the payment must occur in three equal rents to be paid yearly: the first is fixed for the 29th of July 2006, the second for the 29th of July 2007, the third for the 29th of 2008. Concerning the amount to be paid in producer goods, each subscriber must assign to GEIE in the quantity and in the quality the Board of the Directors of GEIE finds fit , up to the amount of Euro 4.000 ( four thousand) for share, on the request of the Board of the Directors and, anyway,within the 29th of July 2008. Art.7 The members unanimously elect the first Board of the Directors which is formed by six members whose office lasts three years. They are: - PILEGGI Paolo, REALINHO NUNES Antònio Joào, KYPRIOTAKIS Roussos, MOUSSEAU Gino, ISMAEL BRENCHAT GIL, ELENONDURU Spyros, as before described. The Board of the Directors elects Mr PILEGGI Paolo as President. Everyone accept their own assigned office and declare there exists no reason for being not elected according to the law. This private contract will be recorded in the acts by the Notary who will attest the signatures. signed Paolo Pileggi “Antònio Joào Nunes Realinho “ Roussos Kypriotakis “ Charalampos Antonakakis “ Gino Mousseau “ Ismael Brenchat Gil “ Spyros Elenonduru Inventory nr 53519……………………………………………………………Collection nr 20594 REPUBLIC OF ITALY Signature Authentication I , Mrs Comerci Sapienza, Notary in Vibo Valentia, registered at the Notary College of the United Districts of Catanzaro,, Crotone, Lamezia Terme e Vibo Valentia, certifies that : Mr PILEGGI PAOLO , born in Maida on the 2nd(second) of March 1955( nineteen fifty-five), domiciled for this office in Vibo Valentia, Viale Affaccio IV trav. Nr 9, Manager; REALINHO NUNES Antònio Joào, born in Angola ( Portugal) on the 20th(twentieth) of April 1961(nineteen sixty-one), domiciled for this office in Castel Branco ( Portugal) Rua de Santana nr.277, manager; KYPRIOTAKIS Roussos, born in Houdetsi of Iraklio on the 12th(twelveth) of January 1959 ( nineteen fifty-nine), domiciled for this office in Archanes, Iraklio ( Crete – Greece), manager; ANTONAKAKIS Charalampos, manager, born in Siteia ( Greece) on the 5 th ( fifth) of August 1958( nineteen fifty-eight), domiciled for this office at the palace of the prefecture of Lassithi, Agios Nicolaos ( Crete- Greece), manager; MOUSSEAU Gino, born in Vihiers ( France) on the 5th ( fifth) of March 1944( nineteen forty-four), domiciled for this office in Thourace( France), Champ de Foire Square, BP 1, manager; ISMAEL BRENCHAT GIL, born in Valjunquera ( Tereul- Spain) on the 12nd of Jenuary 1964( nineteen sixty-four), domiciled for this office in Torrevelilla, ( Teruel-Spain),Avda Aragon nr 13, manager; ELENONDOROU SPYROS, born in Troulloi ( Cyprus)on the 31st (thirty-one) of March 1954 (nineteen-fifty-four, domiciled for this office in Voroclini ( Cyprus), via Laras nr.1, manager; Whose personal identity, I, Notary, am sure of, have signed before me at the bottom and collaterally of this contract which anticipate the enclosed Statute and unanimously , with my consent and with the assistance of witness after having confirmed their agreement. Vibo Valentia, Via per il Mare, in a conference room of the 501 Hotel, twenty-ninth of July two thousand and five. Signed by SapienzaComerci – Notary Followed by Notary Seal