PRIVATE INSTRUMENT FOR THE THIRD ALTERATION OF THE SOCIAL CONTRACT OF "GLOBAL MILK NEGÓCIOS E ADMINISTRAÇÃO DE BENS PRÓPRIOS LTDA

Through the present private instrument, the parties qualified ahead:

CASTROL LLC. , duly established company and in conformity to the legislation of the state of Delaware, in the United States of America, with its head Office at Greentree Drive, n. 160,  Room 101, Dover, Kent County, 19904, in this act represent by its legal representative, Mr. Edison Carmagnani , Brazilian, married, business man, possessing the ID n. 2.256.983 SSP/SP, enrolled in the National Registry for Tax-Payers or CPF (port.) under the n. 063.543.788-00, living and holding residence at Rua Bartira, n. 482, apartment 131, district of Perdizes in the city of São Paulo, State of São Paulo, P.O. BOX 05009-000;

Trustee of 100% (one hundred per cent) of the joint stock of GLOBAL MILK NEGÓCIOS E ADMINISTRAÇÃO DE BENS PRÓPRIOS LTDA. limited society company, with its head-office at Av. dos Tajurás, n. 236, district of Cidade Jardim, in the city of São Paulo, State of São Paulo, P.O. BOX 05670-000, enrolled in the National Registry for Legal Entities of the Brazilian Treasury Department – CNPJ (port.) under the n. 10.605.431/0001-35, with its Social Contract dutifully filed in the Board of Trade of the State of São Paulo – JUCESP (port.) under the “NIRE” 35.222.921.829, in a session held on December 2 ^nd , 2008.

And also,

B&D FOOD CORP. , society located in the United States of America duly established and in conformity to the legislation of the state of Delaware, located at  Madison Avenue, n. 575, New York, NY, USA, represented in this act by Mr. Javier Taño Feijóo , Uruguayan, divorced, business administrator, possessing the RNE n. W275.706-U, enrolled in the National Registry for Tax-Payers or CPF (port.) under the n. 035.316.128-40, holding residence at Rua Barata Ribeiro, n. 482, apartment 323, Block. 11, district of Cerqueira Cesar in the city of São Paulo, State of São Paulo, P.O. BOX 01308-000;

1.            In this act the partners decide to increase the joint stock of this company by R$ 20.000.000,00 (twenty million reais), with the subscription of 300.000 (three hundred thousand) new shares, going from the current R$ 20.000,00 (twenty thousand reais) , to R$ 20.020.000,00 (twenty million and twenty thousand reais) with the admission of the new partner B&D FOOD CORP ., in accordance to the society chart stated in item 3 below.

2.            The partner CASTROL LLC. , in this act, chooses to acquire the full amount of the shares that are present today at the treasury, which amounts to 01 (one) single share representative of this society’s joint stock.

3.            By reason of the alterations above, the partners decide to alter the 5 ^th Clause of the Social Contract, that will as of now have the following content:

“ 5 ^th CLAUSE – The social capital shall be totally subscribed and integrated, in national currency, in the sum total of 20.020.000,00 (twenty million and twenty thousand reais) split into 500.000 (five hundred thousand) shares, with the value per unit set at R$ 40,04 (fourty reais and four cents), until December 12 ^th , 2009,  distributed between the partners in the following way.

First Paragraph: The partners bind themselves to integrate irrevocably until de date of December 12 ^th , 2009, the full sum of their participations, under penalty of losing their shares.

Second Paragraph: The responsibility of the partners is limited to the value of their shares, but all are jointly liable for the integration of the social capital, in the terms of article 1.052 of the Brazilian Civil Code (Law n. 10.406/02).

Third Paragraph : In the event of an increase in social capital, the partners will have the right of preference in the subscription of new shares, proportionally to the respective share amount held by them in the joint stock corporation.

Fourth Paragraph : The shares are undividable with regard to the joint stock corporation and each shall have right of vote in the social deliberations.

Fifth Paragraph : It is prohibited to the partners, under any circumstances, the complete or partial pawning of the social capital shares, as well as placing them as collateral, mortgaging or burdening them in any form.

Sixth Paragraph: If joint ownership over the shares is established, the rights inherent to them shall only be exercised by the representative joint owner or by the executor of the Estate of the deceased partner.

Seventh Paragraph : The institution of Usufruct will be expressly admitted over the representative shares of the social capital.”

4.            The partners decide, moreover, to alter the 6th and 7th clauses of the joint stock corporation’s administration, to include the new administrator Ms. Giovanna Benetti , Brazilian, single, administrator, possessing the ID n. 33.020.090-2, enrolled in the National Registry for Tax-Payers or CPF (port.) under the n. 230.407.128-70, holding residence at Alameda Itapecuru, n. 473, apartment 121,  Commercial Center district, Alphaville, in the city of Barueri, State of São Paulo, P.O. BOX 06454-080, as of now duly elected, which shall act together with the previous administrator. Thus, the new content of the referred clauses shall be as below:

6 ^th Clause  - The administration of the joint stock company shall be held jointly by Mr. Javier Taño Feijóo , Uruguayan, divorced, business administrator, possessing the RNE n. W275.706-U, enrolled in the National Registry for Tax-Payers or CPF (port.) under the n. 035.316.128-40, holding residence at Rua Barata Ribeiro, n. 482, apartment 323, Block. 11, district of Cerqueira Cesar in the city of São Paulo, State of São Paulo, P.O. BOX 01308-000 and by Ms. Giovanna Benetti , Brazilian, single, administrator, possessing the ID n. 33.020.090-2, enrolled in the National Registry for Tax-Payers or CPF (port.) under the n. 230.407.128-70, holding residence at Alameda Itapecuru, n. 473, apartment 121,  Commercial Center district, Alphaville, in the city of Barueri, State of São Paulo, P.O. BOX 06454-080, under the designation of Administrators , invested with powers to validly oblige and represent the joint stock corporation, actively and passively, under judicial observance or not, respected the dispositions of the 7 ^th and 8 ^th   clauses.

First Paragraph: The legal representatives may sublet their powers within certain limits, the subletting having to be endowed with the specification of the powers and the time frame for which they will be valid, safe for the ad judicia legal representations.

Second Paragraph: It is expressly forbidden for the joint stock corporation to stand surety in any form, as well as holding favors and/or any obligations foreign to their corporate objectives and interests. .”

“ 7 ^th Clause – It is the administrators’ joint responsibility:

a)            to represent the corporation in a court of law or out of it actively and passively, judicially or extra-judicially;

b)            to administer and manage the business representing the joint stock corporation with regard to  governmental stances, departments and the like, as well as to public, private or mixed-economy corporations, in the federal, state or local spheres and to public notary’s offices in all their branches.

c)            to open, move and close any bank accounts whatsoever, to deposit and withdraw money, bonds and other objects of value, to sign checks, orders of payment, ordering of checkbooks, withdrawals, duplicates, triplicates, bills of exchange, as well as any other documents pertaining to the dutiful activities of the joint stock corporation;

d)            to cease, to agree, to compromise, to settle or to make agreements on whichever entitlements or obligations which involve the corporate interests;

e)            to assume under the corporation’s name any obligations or responsibilities whatsoever, being allowed, to this end, to sign any documents or public and private contracts, being however forbidden to take out loans under the corporation’s name, which shall require the unanimous approval of the partners;

f)            to represent the corporation with regard to any financial institutions whatsoever, banking establishments, in all their portfolios; also regarding the Brazilian Central Bank and Stock Exchange.

g)            all remaining powers necessary to put into effect the corporate objective, as long as the limits of the following clause are respected.”

1 ^st CLAUSE– The joint stock corporation shall run under the social denomination of GLOBAL MILK NEGÓCIOS E ADMINISTRAÇÃO DE BENS PRÓPRIOS LTDA.

2 ^ND CLAUSE - The joint stock corporation, with its head-office at Av. dos Tajurás, n. 236, district of Cidade Jardim, in the city of São Paulo, State of São Paulo, P.O. BOX 05670-000, being able to create or terminate branches, agencies and offices in any location in the country or overseas, by a resolution of the capital’s majority.

Single Paragraph: The branches eventually opened shall be terminated in the event the following circumstances are given:

a)            if the head-establishment is terminated; or

b)            by decision of the partners which comes to represent the majority of the joint social capital.

3 ^rd CLAUSE - A joint stock corporation shall have as its objective: The administration of its own goods; Wholesale and Retail trading of the following food products: sliced, ground and whole cheeses, butter cream cheese , powdered milk, long-life milk, dry meat, coalho, milk sweets, cheese bread, mineral water, juices, yogurts, chocolate milk products, cream cheese based milk  specialty, food compound with cream of milk and vegetable cream, margarines, milky drinks, pure milk, pure milk serum, powdered milk serum , powdered food compound; Import and Export of the products described above; Commercial Representation, on its own or through third parties, being able to participate in other corporations as partner or share holder; and Distribution of the food products stated above.

4 ^th CLAUSE -   The time length of the society is undetermined. The date of the beginning of the activities of the joint stock corporation is November, 24 ^th , 2008.

5 ^th CLAUSE – The social capital shall be totally subscribed and integrated, in national currency, in the sum total of 20.020.000,00 (twenty million and twenty thousand reais) split into 500.000 (five hundred thousand) shares, with the value per unit set at R$ 40,04 (forty reais and four cents), until December 12 ^th , 2009,  distributed between the partners in the following way:

First Paragraph: The partners bind themselves to integrate irrevocably until de date of December 12 ^th , 2009, the full sum of their participations, under penalty of losing their shares.

Second Paragraph: The responsibility of the partners is limited to the value of their shares, but all are jointly liable for the integration of the social capital, in the terms of article 1.052 of the Brazilian Civil Code (Law n. 10.406/02).

Third Paragraph : In the event of an increase in social capital, the partners will have the right of preference in the subscription of new shares, proportionally to the respective share amount held by them in the joint stock corporation.

Fourth Paragraph : The shares are undividable with regard to the joint stock corporatio