AMENDMENT NO. 1 TO LOAN AGREEMENT

This Amendment No. 1 to Loan Agreement (the “Amendment”) is dated as of the 13th day of May 2011, and is by and between MINERAL – PARCEIROS EM MINERAÇÃO LTDA., a Brazilian limited liability company (the “Creditor”) and REGINALDO LUIZ DE ALMEIDA FERREIRA – ME, a Brazilian sole proprietorship company (the “Borrower”).

WHEREAS, the Creditor and the Borrower are parties to that certain Loan Agreement dated April 4, 2011 (the “Loan Agreement”).  Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement); and

WHEREAS, the parties have agreed that the Disbursement Date of the Loan Agreement should be extended from thirty (30) days from the date of the Loan Agreement to June 15, 2011.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Amendment, each intending to be legally bound, hereby agree as follows:

1.           Amendment to Loan Agreement.  Section 2.3 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

“2.3           For the purposes under this Agreement, CREDITOR shall make available to BORROWER, the first LOAN installment equivalent in Reais to US$ 4,131,176.00 (four million one hundred thirty-one thousand one hundred seventy-six US dollars) in only one disbursement to be made on or before June 15, 2011 (hereinafter simply referred to as "DISBURSEMENT DATE").”

2.           Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Loan Agreement shall remain in full force and effect in accordance with their respective terms.

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IN WITNESS WHEREOF, this Amendment has been executed as of, and is effective as of, the day and year first written above.

	MINERAL – PARCEIROS EM MINERAÇÃO
	LTDA., as Creditor
	By:	/s/ Michael Campbell
	Name:  Michael Campbell
	Title:    Chief Executive Officer
	REGINALDO LUIZ DE ALMEIDA FERREIRA –
	ME, as Borrower
	By:	/s/ Reginaldo Luiz De Almeida Ferreira
	Name:  Reginaldo Luiz De Almeida Ferreira
	Title:    Owner