PRIVATE CONTRACT INSTRUMENT FOR SURRENDER AND TRANSFER OF TRADE MARKS

Through the present private instrument of promise of trade mark surrender and transfer, on one side:

S. TEIXEIRA PRODUTOS ALIMENTÍCIOS LTDA ., limited society, with its head-office at Av. Faustino Ramalho, n. 110, district of Vila Galvão, in the city of Guarulhos, State of São Paulo, P.O. BOX ________, enrolled in the National Registry for Legal Entities of the Brazilian Treasury Department – CNPJ (port.) under the n. 64.111.206./0001—71, with its Social Contract dutifully filed in the Board of Trade of the State of São Paulo – JUCESP (port.) under the “NIRE” 3520954034-5, in a session held on August 16 ^th , 1990, in this act represented by its administrating partner, Mr. Solon Teixeira de Rezende Júnior , Brazillian, married, industrialist, possessing the ID n. 7.757.975-6, enrolled in the National Registry for Tax-Payers or CPF (port.) under the n. 052.301.338-80, living and holding residence at Rua Puréus, n. 293, district of Jardim Guedala, in the city of São Paulo, State of São Paulo, P.O. BOX 05610-000, with full consent of the Estate of Solon Teixeira de Rezende , jointly represented by its beneficiaries underwritten bellow (henceforth referred to simply as TRANSFERROR );

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, in this act duly represented by its administrator, 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 (Henceforth referred to simply as ASSIGNEE ).and

CASTROL LLC ., The Majority quotaholder, A company duly constituted under the laws of the State of Delaware, United States of America, based at 160 Greentree Drive, Room 101, Dover in Kent County, 19904, herein represented by its Attorney Mr. Edison   Carmagnani , Brazilian, married, businessman, holder of Identity Card n˚ 2.256.983 SSP/SP, and Individual Taxpayer Registration with the Federal Revenue Service CPF 063.543.788-00, resident and domiciled at Rua Bartira, nº 482, apt. 131, Perdizes, in São Paulo, São Paulo, CEP 05009-000 (hereinafter referred only as CASTROL ) and

Have between them to be fair and of common accord that which follows

1st Clause – By the present instrument, the TRANSFERROR surrenders and transfers to the ASSIGNEE , who accepts all rights, duties, interests and titles of possession and property in accordance to Brazilian Law n.  9.279/96, regarding the intangible patrimonial goods corresponding to the TRADE MARKS listed in ATTACHMENT 1   provided here, and which as of now is an integral part of this instrument, as well as the Commercial Fund of the referred society,consisting of the totality of the customer list ,Product Formulas ,Products registeredwith the agricultural Ministry,Manufacturing and Distribution Know How,and Comercial Structure  from S.Teixeira Produtos Alimenticios Ltds and Paraleite Industria e Comercio de Laticinios Ltda.

2 ^nd  Clause – The TRANSFERROR answers for the dispossession of the rights hereby transferred, in the terms as they are set in Article 447 and following Articles of the New Brazilian Civil Code (Law n. 10.406/2002) and declares that the TRADE MARKS are free and uncompromised by any burden, debt, arrest or sequester, or yet, by any restrictions of any kindas per the Negative Certictaes which will be provide to the assignee till 12/5/2009.

3 ^rd  Clause – The ASSIGNEE declares that, in accordance to Article 134 of Law of Intellectual Property or simply “LPI”, it is duly legitimated to obtain the entitlement of the TRADE MARKS , by filing all the conditions  of Article 128, 1 ^st Paragraph, of the same law, as a legal entity legally constituted and in effective practicing, directly or through companies under its control, activities in the respective field and market niche corresponding the classification of the products and services of the TRADE MARKS transferred at this time.

4 ^th  Clause – The TRANSFERROR declares that, in accordance to Article 134 of the LPI, this transfer includes all registrations and filings for Brands, equal or similar, in the same classes, deposited up to this moment at the “INPI” or National Institute for Industrial Property of Brazil.

5 ^th  Clause – The correct and adjusted price for the surrender and transfer of the TRADE MARKS will be of R$ 8.000.000, 00 (eight million reais), which shall be paid by the ASSIGNEE to the TRANSFERROR as per the cash flow agreed between the parties that could be paid till 12/10/2009, t, through a deposit on an account to be duly specified by the TRANSFERROR .

First Paragraph : The fee deposited, as indicated above, will be freely moved by the TRANSFERROR , even if it remains under