BROKERS AGREEMENT

EXHIBIT 10.1

BROKERS AGREEMENT

This Brokers Agreement (the “Agreement”) entered into as of this 21st day of October, 2005, by and between CORPORACION PIPASA, S.A., a corporation organized under the laws of Costa Rica (the “Company”), and SAMA INTERNACIONAL (G.S.) SOCIEDAD ANÓNIMA, a corporation organized under the laws of Costa Rica (the “Broker”).

RECITALS

WHEREAS, the Company is currently in negotiations with Banco de Costa Rica (the “Seller”) for the Company to purchase from the Seller a 21,206.89 square meter cold storage facility on a parcel of property (the “Transaction”);

WHEREAS, Broker has assisted the Company in connection with the negotiations and will continue to assist the Company in consummating the Transaction in accordance with such terms and conditions as are agreed to by the Company and the Seller; and

WHEREAS, as consideration for Broker’s services, the Company and Broker have agreed to execute and deliver this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration for the mutual agreements herein contained, the Company and Broker agree as follows:

1. Retention of Broker. The Company hereby engages Broker, and Broker accepts such engagement, to act as the exclusive agent of the Company for the purpose of assisting the Company in connection with the consummation of the Transaction. Broker acknowledges and agrees that no compensation will be due Broker if the Transaction is not consummated on or before December 31, 2005 (the “Outside Closing Date”).

2. Term. The term of this Agreement shall commence as of the date hereof and shall terminate upon the earlier of the consummation of the Transaction or December 31, 2005 (the “Term”).

3. Scope of Services. During the Term, Broker agrees to provide such services as are reasonably requested by the Company and shall devote such time as may be reasonably required to perform such services.

4. Company Rights. The Company may refuse, in its sole discretion, to discuss, negotiate or continue negotiations with the Seller with respect to the Transaction at any time, and may at any time withdraw its decision to pursue the Transaction, without incurring any liability to Broker for any reason whatsoever, including any payment obl