SERVICE AGREEMENT FOR PROFESIONAL SERVICES BETWEEN ARCHITECT AND PROPERTY DEVELOPER PROPERTY: APARTMENT BUILDING AND PARKING

IN LPEZ DE HOYOS N 1. In Madrid, August [ ] 2002.

THE PARTIES On the one side: THE PROPERTY DEVELOPER: PEABODY GLOBAL AND PEABODY INTERNATIONAL, Luxembourg-based companies-------------. Registered at ------ , duly represented by EZEQUIEL RODRGUEZ FAILDE by virtue of the power of attorney granted on ----- before -------. On the other side: ALEJANDRO BUESO-INCHAUSTI INCHAUSTI, member number 6.343 of the Professional Association of Architects, with Fiscal Identification Number (Nmero de Identificacin Fiscal or NIF) 387589Q, and PABLO REIN REDONDO, member number 6,826 of the Professional Association of Architects, with Fiscal Identification Number 389304Y domiciled in Madrid and being both members of The Official Architects Association of Madrid. WHEREAS FIRST: THE PROPERTY DEVELOPER hereby entrust the ARCHITECTS the development of the following work: TYPE AND SCOPE OF THE WORK: PRELIMINARY PROJECT, BASIC PROJECT, EXECUTION PROJECT, CONSTRUCTION DIRECTION, FINAL PROJECT OF THE CONSTRUCTION AND DRAFTING OF THE BOOK OF THE APARTMENT BUILDING AND THREE-FLOOR PARKING OF LPEZ DE HOYOS NUMBER 1, IN MADRID. The work consists of an eight-storey building above the ground surface and one of penthouse as well as three floors under the ground surface, which are allocated to parking. The estimated budget is 6,274,000.00 euros approximately. SECOND: Both parties mutually acknowledge legal capacity to enter into this agreement, on behalf of the entities that they represent, pursuant to the following:

PROVISIONS FIRST.- WORKS IN CHARGE OF THE ARCHITECTS. THE ARCHITECTS will be in charge of the following works, which will be included in their remmuneration: Preliminary Project (Anteproyecto). Basic project (Proyecto Bsico) Execution Project with the development and calculation of the structure and all kind of installations. Direction of the Works, including structures and all kind of installations.

Final project of the construction (Proyecto Fin de Obra). Book of the apartment building (Libro del Edificio). The participation of the ARCHITECTS in this work will be as follows: ALEJANDRO BUESO-INCHAUSTI INCHAUSTI PABLO REIN REDONDO 50% 50%

THE ARCHITECTS will be allowed to carry out, at their expense, some ancillary works by means of legally competent assistants with the approval of THE PROPERTY DEVELOPER. For all legal purposes, THE ARCHITECTS will assume the final responsibility for all the actions and performance of their assistants while developing the works entrusted thereto. SECOND.- DOCUMENTS MADE BY THE ARCHITECTS THE ARCHITECTS will provide to the PROPERTY DEVELOPER with the following documents. Preliminary Project with general plans. Complete Basic Project, which will be sufficient for the application for a construction permit, before the Municipality of Madrid. Complete Execution Project, which will be sufficient for contracting and developing the construction works. Certificates duly endorsed by the Professional Association of Architects that may be requested by the Municipality or by any authority of the Autonomous Community during the construction works.

Final Construction Certificate, duly endorsed by the Professional Association of Architects. Final Construction Project, which shall accurately include all the modifications that may have been made during the construction works. Book of the Apartment Building, pursuant to Law 2/1999, of 17 March 1999, on Measures for Quality in Construction of the (Autonomous) Community of Madrid. The model for the book of apartment building is regulated by Order of 17 May 2000 of the Council for Public Works, Urban Matters and Transport (Consejera de obras Pblicas, Urbanismo y Transportes).

THE ARCHITECTS may not request the settlement of the fees without having delivered the above listed documentation. THE ARCHITECTS are obliged to insert in their work those modifications that may be requested by the Public Administrations during the proceedings initiated to obtain the relevant administrative authorizations, provided that those modifications were required by a regulation. In the event that THE PROPERTY DEVELOPER due to commercial reasons or due to an agreement entered into with the Administration, inserted a nonregulated modification, THE ARCHITECTS will be obliged to make it, without charging any additional cost, provided that the work had not been initiated and that the requested modification were of little relevance [in the work made]. Otherwise, THE ARCHITECTS will receive the amount that may be agreed upon between the parties. THIRD.- WORKS IN CHARGE OF THE PROPERTY DEVELOPER. THE PROPERTY DEVELOPER will provide THE ARCHITECTS with the following documents: Geotechnical tests of the land. Topographic plan

The following documents will be in charge of THE PROPERTY DEVELOPER, who will deliver a copy thereof to THE ARCHITECTS: Quality control program of the construction, drafted by a competent technical. Laboratory tests and quality control of all the materials the test of which were legally required or, due to special circumstances of the construction, necessary or recommended for control purposes. Legalization project of the activities subject to a license. Research of security and health.

FOURTH.- URBANISTIC SITUATION OF THE PROPERTY.

The property is subject to a Detailed Research approved by the Municipality of Madrid (Ayuntamiento de Madrid) which is in force until September 25, 2002. FIFTH.- COMMUNICATIONS THE PROPERTY DEVELOPER will notify to THE ARCHITECTS the name of THE MASTER BUILDER who, as the case may be, will share with him the Direction of the construction works, as well as the direction of the company or companies that will be performing the construction works. SIXTH.- FEES A) Remuneration

THE PROPERTY DEVELOPER will pay to THE ARCHITECTS for all the work agreed upon the professional fees of 470,550 Euros (four hundred seventy thousand five hundred and fifty five euros).1 These fees will be distributed as follows: ALEJANDRO BUESO-INCHAUSTI INCHAUSTI 235,275 Euros (two hundred and thirty-five thousand two hundred and seventy five Euros) PABLO REIN REDONDO 235,275 Euros (two hundred and thirty-five thousand two hundred and seventy five Euros) B) Payment by instalments.

The above mentioned fees will be divided in stages of execution as follows: Preliminary Plan 0% ------------Basic project 40% 188,220.00 Euros Execution project 30% 141,165.00 Euros Direction of construction works 25% 117,637.50 Euros Final Construction Project and Book of the apartment 5% 23,527.50 Euros building

ALEJANDRO BUESO-INCHAUSTI INCHAUSTI Basic Project 40% Execution Project 30% Direction of the Construction Works 25% Final Construction Project and book of the Apartment 5% Building 94,110 Euros 70,582.50 Euros 58,818.75 Euros 11,763.75 Euros

There is an inconstancy between the amount given in figures and that given in words.

PABLO REIN REDONDO Basic Project 40% Execution Project 30% Direction of the Construction Works 25% Final Construction Project and book of the Apartment 5% Building C) Payment The payment will be made as follows: Upon completion of each relevant stage as regards the stages of the project. As regards the Direction of the construction works by quarterly certificates, provided always that THE ARCHITECTS have complied with their obligation to deliver to THE PROPERTY DEVELOPER the Complete execution project under terms and conditions set for in the Second Clause of this agreement. Taxes 94,110 Euros 70,582.50 Euros 58,818.75 Euros 11,763.75 Euros

D)

The invoice will be increased with the VAT that may be legally applicable, and THE PROPERTY DEVELOPER will make the withholdings required by law on the relevant amounts. It is hereby established that the payments of the fees that may be due to the participation of the Professional Association of Architects and the fees for membership thereto will be borne by THE ARCHITECTS. SEVENTH. DEADLINE FOR DRAFTING THE PROJECTS. The ARCHITECTS will deliver the Projects to the PROPERTY DEVLOPER in order for him to review and approve them, prior to submit them to the Professional Association of Architects, according to the following schedule: - Basic Project - Execution Project - Final Construction Project - Book of the Apartment Building September 20th 2002. February 20th 2002. one month after the completion of the construction works one month after the completion of the construction works

EIGHTH. INSURANCES.

THE ARCHITECTS hereby represent that they have paid the relevant premium for their insurance policy for professional liability and they hereby undertake to keep it in force while this assignment in force. The premiums for the corresponding insurance policy will be borne by THE ARCHITECTS. NINTH.- COMMUNICATION TO THE PROFESSIONAL ASSOCIATION OF ARCHITECTS. The ARCHITECTS will forward a file of the characteristics, containing any necessary information for the purposes of estimating the corresponding fees of the Professional Association of Architects that may be applicable, and they will deliver a copy thereof to the PROPERTY DEVELOPER for his acknowledgement and records. TENTH.- SPECIFICS OBLIGATIONS OF THE ARCHITECTS. The obligations of THE ARCHITECTS are those derived from the regulations in force as well as from this Agreement, which involve the execution [achievement] of the result and the fulfillment of the agreed services. The ARCHITECTS hereby state that they are not incurred into any legal or ethical incompatibility. Information Obligation The ARCHITECTS will deliver a periodical basis, and in any case, whenever requested by the person appointed by the PROPERTY DEVELOPER, written information on the sate of execution of the projects and the fulfillment of the works. Control Interventions THE ARCHITECTS will allow during the construction works the control interventions of the project and of the direction of the construction as well as the quality certificates or the technical control that may be imposed both by the PROPERTY DEVELOPER or, as the case may be, by the insurance companies. Final construction certificate It is hereby established that THE ARCHITECTS are obliged to issue the final construction certificate, with or without comments, as soon as the construction complies with the minimum requirements established, irrespective of any issues or questions relating to the settlement of their fees.

ELEVENTH.- ENDORSEMENTS BY THE PROFFESSIONAL ASSOCIATION The Projects will be submitted by THE ARCHITECTS to the endorsement of the Professional Association of Architects, which action will not entail any additional cost for THE PROPERTY DEVELOPER. TWELFTH.- PENALTIES The delay in submitting the projects or in the completion of the activities which are the purpose hereof, in the agreed term, may be penalized by THE PROPERTY DEVELOPER with a fine of 100 euros per day until a maximum of 6,000 Euros, which shall be deducted from the aggregate amount to be paid, at the stage to which the relevant works are referred, or in any case, on the termination day hereof. The same penalty is established in the case that the construction is delayed, when this delay is due to THE ARCHITECTS. Under no circumstance THE ARCHITECTS shall fail to comply with the term for the registration of the basic project before the Municipality of Madrid, with this delay being sufficient legal ground for THE PROPERTY DEVELOPER to early terminate this agreement. Any excess in cost incurred by the modifications that may be required to be inserted in the original project, due to insufficient information of the Project or to calculation mistakes, will be borne by THE ARCHITECTS. THIRTEENTH.- OTHER OBLIGATIONS For those cases where quality seals, official approvals and documents of technical suitability of the principal elements involved in the construction are required, both THE PROPERTY DEVELOPER and THE ARCHITECTS will be entitled to retain a copy thereof. THE ARCHITECTS will be obliged to request from any visitors to the construction that they make their visit through the protected areas and provided with the appropriate security means. THE PROPERTY DEVELOPER and THE ARCHITECTS will be entitled to have access at any time to the construction location with the corresponding security requisites. Upon completion of the construction, it will also have to notify to THE ARCHITECTS any other possible technical intervention, specially if it has to do with issuing researches o reports on hidden faults or defects. Likewise, THE ARCHITECTS will be authorised to review the construction during this period, provided that this depends on the PROPERTY DEVELOPER. FOURTEENTH.- TERMINATION DUE TO NONCOMPLIANCE. In addition to the mutual agreement of the parties and the event envisaged in the Twelfth clause hereof, it will be also a termination event the failure by any party to comply with the conditions hereby agreed upon.

FIFTHTEENTH.- FORUM. The parties hereby waive to any jurisdiction to which they may be entitled and submit to the exclusive forum of the Courts and Tribunals of the city of Madrid for the resolution of any discrepancies or conflicts arising from the construction or compliance hereof. This agreement is formed by ten pages written by one side. IN WITNESS WHEREOF, the parties execute this agreement on the indicated day and at the indicated place. THE PROPERTY DEVELOPER PEABODY GLOBAL AND PEABODY INTERNATIONAL Duly authorised by THE ARCHITECTS