Exhibit 10.3
PRIVATE AGREEMENT OF STOCKHOLDING TRANSFER
The parties to this agreement, of irrevocable and
irreversible character, are
the following persons and companies:
1) ARBOR INC.
Incorporated on
25/02/1999, in the State of Nevada, USA.
Tax-ID
- 55.0835860
Headquarters and
Address; 2642, Collins Avenue, Suite 305,
Miami - Florida - USA
- 33140.
The Directors are Costas M. Takkas, hereby represented; and Stephen
Spoonamoore.
2) CPL Construcoes e Comercio Inc.
Incorporated on
20/03/1995, in the State of Delaware, USA.
Tax-ID
- ---------------
Headquarters and
Address; 1645, South Miami Avenue,
Miami - Florida - USA - 33139.
The Directors are Costas M. Takkas, Argemiro
Pinesi Junior, Angelo Takkas
and Rogerio Netto da Paz, who jointly with Costas M. Takkas,
is hereby
represented.
3) CPLArbor do Brasil Constutora Ltda.
Incorporated on
19/02/2003, in the State of Sao Paulo, Brazil.
CNPJ/MF
Number 05.780.433/0001-20
Headquarters
and Address; Avenida Conceicao, 321-A,
Bairro Vila
Rezende,
Piracicaba - SP - CEP 13405-280.
The sole
stockholders: - Rogerio Netto da Paz, holding 99% (ninety nine
per
cent)
of the capital stock or stockholding
and Patricia Naval Petrocelli,
with
1% (one per cent) of the capital stock or stockholding, hereby
represented,
therefore,
as holders of one
hundred per cent of the capital
stock
of the company.
Taking
into consideration that the company CPLArbor Brasil
Construtora
Ltda.,
with its headquarters
in Piracicaba, SP, and in Brazil, was created
and founded as a subsidiary and associated company of CPL Comercio e
Construcoes
Inc., with its
headquarters in the State of Delaware, USA, and
similarly was
created and founded as a subsidiary and associated company of
Arbor
Inc., with its headquarters in the State of
Nevada, USA, therefore
companies with
common interests, always looking to extend their markets and
to increase their competitiveness, as, for example,
<PAGE>
in the construction of 135 residential houses, in the
execution of the
project
known as the "Conjunto Residencial ALTOS DA
AGUA BRANCA", in the
city
of Piracicaba - SP;
Taking into
consideration
