PARTY AGREEMENT THIS PARTY AGREEMENT, is entered into on this 16th . day of .July.

2010 By and between Promototra de La Vivienda Anahuac SA de CV, from hereinafter referred to as the CLIENT, and AMERICAN SUISSE CAPITAL LTD a corporation organized, and in good standing under the laws of the British Virgin Islands with principal offices located at Baarerstrasse 135,6301 Zug, Switzerland, from hereinafter referred to as INVESTOR. RECITALS WHEREAS Investor has agreed to place a collateral guarantee on behalf of the client to secure funding from his financial institution, and WHEREAS INVESTOR can provide support related to banking which may assist the CLIENT in securing financial facilities; and WHEREAS INVESTOR has the capability to use its facilities for said investments by procuring the specified instrument through its Bank institution on behalf of the CLIENT. NOW THEREFORE, the parties hereto, enter this agreement according to the following terms and conditions: I. PURPOSE: This party has been formed for the purpose of earning a profit for the Investor and INVESTOR. II. PLACE OF BUSINESS: The principal place of business of the partnership shall be located in the USA, or at such other place as is agreed on by a majority of the joint INVESTOR from time to time. III. TERM: The partnership shall commence on the date the Standby Letter of Credit are transferred, deposited, and received by the CLIENT'S account, and shall continue until terminated and payment has been accepted by INVESTOR, and all its resulting obligations are fulfilled accordingly. IV. CAPITAL and DISTRIBUTION: The INVESTOR shall be paid for their capital contributions, services, negotiable instruments, and profit to the party pursuant to, or as a result of sale profits obtained as stated

in the previously mentioned Conditional Proposal as follows: INVESTOR :forty percent (40%) of the project value V. SALARIES AND DRA WINGS: No Partner will receive any salary for services rendered to the party unless otherwise agreed upon by the join venture partners. VI: RESTRICTIONS': No party shall assign or encumber its participatory share or interest in the party without the previous consent in writing of the other parties. Furthermore, no party shall bind the party or any interest in same or that of any other partyr in any way unless it is pursuant to the object of the party and specifically consented to. VII. MISCELLANEOUS: A. The party may be dissolved at any time by agreement of the parties, in which event they will proceed with reasonable promptness to liquidate the business of the party. The assets of the INVESTOR business will be used and distributed in the following order:

1. to pay or provide for the payment of all parties liabilities, liquidating expenses, and financial obligations; 2. to discharge the balance of the income due the parties. B. The capitalized headings

in this agreement are only for convenience of reference and do not form part or affect the interpretation of this agreement. C. If any provision or part of any provision in this agreement is void for any reason, it shall be severed without affecting the validity of the balance of the agreement. D.Time is of the essence in this agreement. E. The terms of this agreement may only be amended in writing, dated and signed by all the Parties. F. This agreement binds and benefits the parties and their respective successors, and assigns. G. This agreement is governed by the laws of Switzerland. VIII. FORCE MAJEURE: No party of this contract shall be held responsible for breach of contract caused by an act of god, insurrection, civil war, military operation or local emergency. The parties do hereby accept the international provisions of "Force Majeure" as published by the International Chamber of Commerce. IX. CONTRACT EXECUTION: Each of the parties to this contract confirms that it has full legal a Authority to execute this contract and that each party is to be bound by the terms and conditions as set forth herein. Each party agrees that this contract may be executed simultaneously by and between the parties via telex or facsimile transmission, each of which shall be deemed as original nature. This contract represents the entire agreement between the parties and any change will be made by amendment in writing executed by both parties. X. CONFIDENTIALITY, NONDISCLOSURE, AND NONCIRCUMVENTION: The parties accept and agree to the provisions of the international Chamber of Commerce, for non-circumvention and non- disclosure with regard to all and everyone of the parties involved in this contract, the additions, renewals, and third-party assignments with full reciprocation for a period of five years from the date of this contract. XI. VALIDITY: If any provisions of this contract is held to be invalid, illegal and or unenforceable, the validity and or enforceability of the remainder of this contract shall be enforced as if such

provision was not part thereof. IN WITNESS WHEREOF, the parties to this agreement have signed and sealed this three pages agreement Signed and sealed on this 16th day of. 2010. A M E R I C A N S U I S S E C A P I T A L L T D .

By: Nelson Balbona

By: Its:

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INVESTOR DUTIES AND RESTRICTIONS:

Each party shall at all times duly and punctually pay and discharge its separate debts and

liabilities, and shall save harmless the property of the party and that of other partyrs from those

separate debts and liabilities, and if necessary, shall promptly indemnify the other partyrs for

their share of any actual payment or discharge of his separate debts and liabilities on behalf of

the party. VI. SALARIES AND DRA WINGS: No Partner will receive any salary for services rendered to the party unless otherwise agreed upon by the join venture partners. VII: RESTRICTIONS': No partyr shall assign or encumber its participatory share or interest in the party without the previous consent in writing of the other partyrs. Furthermore, no party shall bind the party or any interest in same or that of any other partyr in any way unless it is pursuant to the object of the party and specifically consented to. IX. MISCELLANEOUS: A. The party may be dissolved at any time by agreement of the partyrs, in which event they will proceed with reasonable promptness to liquidate the business of the party. The assets of the venture business will be used and distributed in the following order: 1. to payor provide for the payment of all partyrs liabilities, liquidating expenses, and [mancial obligations; 2. to discharge the balance of the income due the partys. B. The capitalized headings in this agreement are only for convenience of reference and do not form part or affect the interpretation of this agreement. C. If any provision or part of any provision in this agreement is void for any reason, it shall be severed without affecting the validity of the balance of the agreement.

E.Time is of the essence in this agreement. E. The terms of this agreement may only be amended in writing, dated and signed by all the Partyrs. F. This agreement binds and benefits the partyrs and their respective successors, and assigns. G. This agreement is governed by the laws of Switzerland. X. FORCE MAJEURE: No party of this contract shall be held responsible for breach of contract caused by an act of god, insurrection, civil war, military operation or local emergency. The parties do hereby accept the international provisions of "Force M~eure" as published by the International Chamber of Commerce. Page 2 of3

XI. CONTRACT EXECUTION: Each ofthe parties to this contract confmn that it has full legal a Authority to execute this contract and that each party is to be bound by the terms and conditions as set forth herein. Each party agrees that this contract may be executed simultaneously by and between the parties via telex or facsimile transmission, each of which shall be deemed as original nature. This contract represents the entire agreement between the parties and any change will be made by amendment in writing executed by both parties. XII. CONFIDENTIALITY, NON-DISCLOSURE, AND NON-CIRCUMVENTION: The parties accept and agree to the provisions of the international Chamber of Commerce, for non-circumvention and non- disclosure with regard to all and everyone of the parties involved in this contract, the additions, renewals, and third-party assignments with full reciprocation for a period of five years from the date of this contract. XIII. VALIDITY: If any provisions of this contract is held to be invalid, illegal and or unenforceable, the validity and or enforceability of the remainder of this contract shall be enforced as if such provision was not part thereof. IN WITNESS WHEREOF, the parties to this agreement have signed and sealed this three pages agreement Signed and sealed on this ...........day of. .............2008. ( Investor name) B. INVESTORCAPITAL, AG

By: Its:

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