Agreement for Exchange of Convertible Promissory Note for Series B Preferred Stock between Brazil Minerals, Inc. and Carl Suter

Carl Suter

[address]

Dear Carl:

Reference is made to the Convertible Promissory Note from Brazil Minerals, Inc. (“BMIX”) to you in the principal amount of $50,000, a copy of which is attached hereto as Exhibit A (the “Note”). This will confirm our agreement that effective immediately upon the filing with the Nevada Secretary of State of the Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock of BMIX, a copy of which is attached hereto as Exhibit B, BMIX shall issue to you a certificate for 50 (fifty) shares of its Series B Preferred Stock, in exchange for, and in full satisfaction of, the Note.

Please acknowledge your agreement with the foregoing by signing a copy of this letter in the space indicated below and returning the signed copy to BMIX.

Very truly yours,

BRAZIL MINERALS, INC.

By: /s/ Marc Fogassa

       Marc Fogassa, Chief Executive Officer

AGREED TO:

  Carl Suter