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CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement is celebrated according to the following clauses and

declarations:

FIRST CLAUSE: PARTIES.-

1.1. First, the company LA FABRIL S.A., legally represented by Mr. Carlos González-Artigas
Loor, who signs by general proxy; this party from now to be referred as the "DISCLOSER"; Y,

1.2. And, the company _____________________________, legally represented by Mr.

___________________, as__________________, which hereinafter and for the purposes of
this agreement may be simply referred to as "THE RECIPIENT".

1.2. On the other hand, Mr. _____________________________, for his own rights, who from
now on and for the purposes of this agreement may simply be called "THE RECIPIENT".

SECOND CLAUSE: BACKGROUND.-

2.1. LA FABRIL S.A. is a company incorporated under the laws of the Republic of Ecuador,
whose main activity is the production and commercialization of vegetable oils and fats,
domiciled in the city of Montecristi, Province of Manabí, Republic of Ecuador.

2.2. (NAME OF THE COMPANY) is a company incorporated under the laws of the Republic
of Ecuador, whose main activity is the elaboration and sale of food products, located in
XXXX, XXX Province, Republic of Ecuador

2.3. THE RECIPIENT has expressed his interest to participate in the development of
_________ Project of LA FABRIL S.A., therefore it requires to know all the information
related to it, in such a way that it has the necessary elements to decide if it wishes to
participate as __________

THIRD CLAUSE: OBJECT.-

According to all the background presented, the parties agree to enter into this confidentiality
agreement, by which THE RECIPIENT expressly undertakes the obligation to maintain
confidentiality and reserve on the content of all information supplied by the DISCLOSER, in
relation to LA FABRIL S.A. and the project that will be implemented. THE RECIPIENT
agrees to use the information provided by the DISCLOSER, only for the purposes related to
the Project described in the previous clauses.

Information may be submitted or delivered in a verbal, visual, written or any other tangible or
intangible manner.

The delivery, handling and custody of the information provided by the DISCLOSER, will be
made according to the following terms:

3.1. The information provided will be kept in absolute reserve and under no circumstances
may it be disclosed to a natural or legal person, unless expressly authorized by the
DISCLOSER or competent authority. In that case, THE RECEIVER will inform the
DISCLOSER of the existence of such request within a period of one (1) business day
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counted from the date of receipt, by any means, in such a way that the DISCLOSER carries
out the actions that it deems necessary.

3.2. The obligations stipulated in this confidentiality agreement do not reach the information
that is public or that has become public domain information, except if it is as a result of
breach of the obligations of this confidentiality agreement.

3.3. THE RECEIVER is obliged to handle the information provided by the DISCLOSER with
caution and confidentiality. By ots own means and any of its dependents who will have
access to it.

3.4. THE RECIPIENT is obliged to keep the information confidential, applying the same
measures used in the custody of similar information of its own.

3.5. THE RECIPIENT agrees to use the information referred to in this agreement exclusively
for the purpose established in this instrument.

3.6. When becoming aware of any loss, unauthorized use or disclosure of the DISCLOSER's
confidential information, THE RECEIVER is obliged to take all necessary measures to assist
the DISCLOSER in the remediation of the consequences of such unauthorized use or
disclosure of the confidential information.

The application of this principle does not exempt THE RECIPIENT from being liable judicially
and extrajudicially for damages caused to the DISCLOSER, because of the unauthorized
disclosure of confidential information.

CLAUSE FOUR: INFORMATION.-

All information, including but not limited to documents, schemes, designs and others
delivered to THE RECEIVER by the DISCLOSER, of a technical, financial, legal and other
nature; as well as any tangible body of the DEVELOPER's confidential information delivered
to THE RECEIVER, including but not limited to any and all derivative forms, copies, records,
media contents, summaries and notes and any content shall remain as property of the
DISCLOSER. THE RECIPIENT must return them to DISCLOSER, in accordance with its
reasonable instructions, or destroy such information as well as all copies that they possess
and deliver them with a written confirmation, at the request of the DISCLOSER.

CLAUSE FIFTH: NO LICENSE.-

This agreement does not grant THE RECIPIENT any license to use the DISCLOSER's
confidential information, which is provided solely for the purpose established in this
instrument.

CLAUSE SIXTH: TERM.-

This agreement is of indefinite duration and will remain in force even after the completion of
the Project developed by the DISCLOSER and mentioned in the Second and Third Clauses
of this agreement.

CLAUSE SEVENTH: RIGHT TO START ACTIONS.-

In the event of failure to comply with the provisions of this agreement, the DISCLOSER shall
have the right to initiate legal, civil and criminal actions, including the claim for damages.

CLAUSE EIGHTH: INDEMNITY.-

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THE RECIPIENT acknowledges that the unauthorized disclosure or use of the

DISCLOSER's confidential information constitutes a breach of this agreement, which is
subject to the payment of damages or harms that may be caused to the DISCLOSER and
that will be determined by the Court of Arbitration to which the parties submit, as established
in Clause Eleventh.

CLAUSE NINETH: ASSIGNMENT OF RIGHTS.-

Neither Party may tranfer its rights under this Agreement without the prior written consent of
the other Party.

CLAUSE TENTH: GENERAL PROVISIONS.-

10.1. This agreement may be amended or supplemented by written consent of both Parties.

10.2. If any provision of this agreement becomes invalid or unenforceable, such provision
shall be adequated by the parties to guarantee its execution, without prejudice to this, the
rest of the agreement shall remain in full force and effect.

CLAUSE ELEVENTH: CONTROVERSIES.-

Any dispute or difference related to this Agreement, its execution, liquidation and
interpretation, among other differences, shall be submitted by the Parties to the decision of
an Arbitration Tribunal of the Arbitration and Mediation Center of the Chamber of Commerce
of Manta and shall be subject to the Ecuadorian Law of Arbitration and Mediation, the
Regulations of the mentioned Center and the following precepts:

11.1 The place of arbitration shall be in the facilities of the Arbitration and Mediation Center
of the Chamber of Commerce of Manta.

11.2. The Arbitration Tribunal shall be composed of one (1) arbitrator to be appointed in
accordance with the provisions of the Arbitration and Mediation Law. The arbitrators will rule
in law and in accordance with Ecuadorian regulations.

11.3. The arbitration procedure shall be confidential.

11.4. Costs and expenses incurred, including professional fees, will be covered by the losing
Party.

11.5. The parties renounce the ordinary jurisdiction, and are obliges to follow the ruling of the
Arbitral Tribunal and promise not to file any type of appeal against the arbitral award
rendered.

11.6. In order to execute the precautionary measures, the Arbitration Court is empowered to
request compliance by public, judicial, police and administrative officials, without the need to
resort to an ordinary judge.

For evidence of the agreement, the parties subscribe the present document in the city of
Manta, the ____ of ______ of the year _________.