AGREEMENT BETWEEN THE GOVERNMENT OF DOMINICA AND THE

ORGANIZACION DE SERVICIOS GERENCIALES

AN AGREEMENT made the day of 2015, between the

GOVERNMENT OF THE COMMONWEALTH OF DOMINICA represented herein
by the PERMANENT SECRETARY, MINISTRY OF AGRICULTURE AND
FISHERIES Mr Harold Guiste, wherever the context so admits includes his
successors in office, (hereinafter called “the Client”) of the ONE PART and
ORGANIZACION DE SERVICIOS GERENCIALES a company duly registered in
Venezuela under NO. 7 Book 24-A-Pro of the First Mercantile Registry of the
Judicial Circumsription of the Federal District and Miranda State of Venezuela,
(hereinafter called “the Contractor”) of the OTHER PART

WHEREAS:

i. The Client and the Contractor entered into an agreement dated the 21st
March, 2012 for the design, procurement, construction and start up of a
Multipurpose Processing Plant (Abattoir) by the Contractor for the Client.

ii. Under the said agreement dated the 21st March, 2012, (hereinafter called
the “Abattoir Agreement”) the Client agreed to pay to the Contractor 16% of the
total contracted sum for the abattoir after satisfactory completion of all
infrastructural works.

iii. The Contractor has not satisfactorily completed all infrastructural works
but due to difficulties concerning monies paid by the Client in accordance with
the Abattoir Agreement, the Contractor has requested from the Client an advance
payment of 80% of the monies due to the Contractor upon satisfactory
completion of all infrastructural works.

iv. The Contractor assures the Client that the Contractor will, when
necessary, and for no additional cost to the Client, obtain the assistance of
TAESA Talleres Avelino Esgueva, S.A. to satisfactorily complete all works and
services to be rendered by the Contractor under the Abattoir Agreement and this
agreement.

v. To prevent further delay of the project, the Client is desirous of paying the
said requested advance to the Contractor, under the terms and conditions set out
below, in order for the Contractor to, within 90 days of execution of this
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agreement, satisfactorily complete all infrastructural works and fulfill all its
obligations to the Client under the Abattoir Agreement and under this agreement.

vi. The Contractor will not be entitled to any monies other than the contracted
sum stated in the Abattoir Agreement and this agreement shall not create any
additional financial liability on the part of the Client

IT IS AGREED AS FOLLOWS:

1. In consideration of the Client paying to the Contractor, in the manner set

out in clause 2 below, US$497,920.00, being 80% of the allotted 16% of
the total contracted sum for the abattoir, the Contractor shall, in
accordance with the terms and conditions set out below, correct, complete
and modify infrastructural works required under the Abattoir Agreement
and this agreement within 90 days of the execution of this agreement.

2. The Client covenants to pay into an account at the Bank of Nova Scotia in
the name of the Contractor and the Client, the said sum of US
$497,920.00. This account shall be utilized to recommence the
infrastructural works and to pay outstanding, and future debts and
expenses incurred by the Contractor for the completion of infrastructural
works including the specific works set out hereunder. No monies shall be
paid out of the said account without the prior approval and/or authorization
of the Client such approval to be based upon a schedule of works required
under this and the Abattoir Agreement submitted to and approved by the
Client and upon the Contractor presenting pro forma invoices for the
infrastructural works in accordance with the approved schedule.

3. The Contractor covenants as follows:

(a) To provide intermediary equipment (humidifier) to extract the water/
fluid from the waste produced by the abattoir which intermediary
equipment shall be operated with the current incinerator provided by the
Contractor. In the event that this shall prove, during the full load testing
phase, insufficient to handle the capacity of the abattoir the Contractor
shall provide an incinerator of greater capacity at no additional cost to the
Client.

(b) To ensure that the fencing of the property is corrected and done
according to plan, that is, that:

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 i) the welding of the poles will be corrected and the poles
painted;
ii) the proper pole and wire connections will be made;
iii) the fence will be anchored to concrete posts and the footing
made of concrete
iv) the top bar will be installed; and
v) the fencing will enclose the entire perimeter of the property
including the water tank

(c) To reinstall a second sliding gate where it previously had been

installed to facilitate movement and for bio-security purposes.

(d) To build an internal road network with concrete curbs along the full
length of one side of the road. The roads will be built to slope from the
curb to the opposite side of the road where a V-shaped drain will be
constructed along the full length of that side of the road to allow for
drainage of surface water from the entire compound.

(e) On completion of the road works, to ensure that the wall of the road
is built so as to prevent the soil underneath the foundation slab of the
abattoir from being washed away and the abattoir from being undermined.

(f) (i) To provide an area to wash and disinfect trucks and other
vehicles transporting live animals to the abattoir. This area shall be
located at the point before the vehicles join the clean road zone and
shall be built of concrete. The Contractor shall ensure that clean
running water is available in this area to wash the vehicles and that
the dirty water from the vehicles shall drain into the waste water
treatment plant.

(ii) To build on the property a tire water bath immediately in front of

each of the two gates to the property such baths to be sufficient to
completely wash all four tires of vehicles upon entry onto the
property and prior to exit from the property.

(g) To sand and remove all rust and rust stains from the containers
where oxidation has occurred and to repaint such areas to prevent further
rusting.

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(h) To design and erect a gable roof over each of the two slaughtering
facilities (containers) such roofs to have an overhang of at least 2ft and to
be of a design similar to that of the roof of the administration building to
allow for uniformity. Designs and plans for the said roofs shall be
submitted to the Client for approval prior to them being erected.

(i) To complete the construction of the Administration building in

accordance with new structural designs and plans to be approved by the
Client before submission for approval to the Planning Division.

(j) To increase the size of the pig entry hole into the abattoir if, during
the full load testing phase, the current entry hole shall prove to be
inadequate and/or insufficient.

(k) To convert the current office of the Supervisor into a chill room to
accommodate the clean offals and to cut and install a door between the
tripe room and this new chill room.

(l) To provide the maximum amount of hooks that may be installed on

the two longest walls of the freezer to accommodate hanging of pigs cut in
half such hooks to be installed on a rod mounted to the wall and with floor
supports.

(m) To provide additional dissecting tables to the following

specifications:
(i) in the slaughter facility for pigs, a 3 1/2’ long x 2’ wide table
with space to accommodate two(2) meat cutters; and
(ii) in the slaughter facility for poultry, a table to the same
specifications as the one already provided for to
accommodate another two(2) meat cutter should the
current tables prove, during the full load testing phase, to be
inadequate and/or insufficient to accommodate the needs of
the Client.

(n) To, at no additional cost to the Client, solicit all necessary technical
assistance and guidance from TAESA Talleres Avelino Esgueva, S.A. to
ensure that the equipment and facilities of the abattoir are correctly utilized
and in order to satisfactorily complete the Abattoir Agreement and this
agreement.

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4. This agreement shall remain in force until the completion and/or
termination of the Abattoir Agreement and shall create no entitlement on
the part of the Contractor to any monies in addition to the contracted sum
stated in the Abattoir Agreement and shall create no additional financial
liability on the part of the Client.

5. All the clauses of this agreement are intended to be legally binding and
this agreement shall be governed by and construed according to the laws
of the Commonwealth of Dominica.

6. Should the Contractor fail or refuse to complete the works as set out in
this agreement within the time stipulated in clause 1 above the Contractor
shall not be entitled to and shall forfeit the remaining 20% of 16% of the
contracted sum (being the balance payable on the satisfactory completion
of the infrastructural works) PROVIDED that the works stipulated in
clauses 3(j) and 3(m) of this agreement shall not be considered for the
application of this clause but such works shall, if required, be completed
before payment to the Contractor of that part of the contracted sum which
is payable after the full load testing phase and the payment of such sum
shall be conditional upon the completion of these works, if required.

IN WITNESS WHEREOF the Parties have set their hands the day and year first
above written.

Signed by HAROLD GUISTE in )

his capacity as the Permanent ) ………………………………………
Secretary, Ministry of Agriculture ) HAROLD GUISTE
and Fisheries, Government of the )
Commonwealth of Dominica, )
before and in the presence of:

……………………………………….
WITNESS

Signed by DEBORAH MARSHALL in )

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her capacity as President of ) ……………………………………..
Organizacion de Servicios Generales ) DEBORAH MARSHALL
before and in the presence of:

……………………………………..
WITNESS

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