TRANSLATION OF THE LAGUNAS WATER ASSOCIATION ESTABLISHMENT CERTIFICATE

Along the left side of the first page: I: 545 A:14377, F(date):06-01-2005, H(time): 08:21:4; NOTARY SEAL, Number 0427790, series o, please do not mark, AP 577 Official Identification Number 1-581-451. (sic) Establishment Certificate for the Ordinary General Assembly of the ASOCIACION ADMINISTRADORA DEL ACUEDUCTO DE LAGUNAS DE AGUIRRE (Lagunas de Aguirre Administrative Association), held in Lagunas, second district of Savegre, canton of Aguirre, in the province of Puntarenas, at 12 hours on the 1st of December of the year two thousand cuatro, the following people are gathered in the capacity of founders: LESLIE ABADIA with single last name ANDERSON, due to her citizenship, USA citizen, adult, married once, tourist guide, resident of Lagunas de Baru, ocho cientos metros noroeste de la Iglesia (eight hundred meters northeast of the church), official residence identification number one seven five zero two zero zero zero seven one zero zero one four three nine eight; DENNIS ALLEN with single last name PELZ, due to his citizenship, USA citizen, adult, married once, retired, resident of Lagunas de Baru, cien metros al sur de la Iglesia (one hundred meters sur of the church), official residence identification number one seven five zero one nine seven zero six three zero zero one four zero five six; ANDREW LOWNDES with single last name LOMAC- MAC NAIR, due to his citizenship, USA citizen, adult, married once, retired, resident of Lagunas de Colinas, un kilometro al sur de la Iglesia de Lagunas (one kilometer south of the Lagunas church), passport number one zero three one zero three seven eight seven; DAVID JOSEPH with single last name LEMA, due to his citizenship, British, adult, married once, consultant, resident of Lagunas de Baru, cinquenta metros al oeste de la Iglesia (fifty meters west of the church), passport number seven zero four four nine one five three five; EFRAIN MESEN HERRERA, adult, married once, farmer, resident of Lagunas de Baru, cinquenta metros al este de la Iglesia (fifty meters east of the church), official identification number: one two hundred ninety-six three hundred eighty-six; CARLOS MESEN GOMEZ, adult, married once, landscape gardener, resident of Lagunas de Baru, sesenta metros al este de la Iglesia (sixty meters east of the church), official identification number: one five hundred fifty-six three hundred sixty-four; STEPHEN ROBERT with single last name KURASH, due to his citizenship, USA citizen, adult, retired, resident of Lagunas de Baru, cien metros al sur de la Iglesia (one hundred meters south of the church), passport number seven one zero six eight six four seven eight; WARWICK DOUGLAS with single last name LOWE, due to his citizenship, USA citizen, adult, married once, retired, resident of Lagunas de Baru, quinientos metros al oeste de la Iglesia (five hundred meters west of the church), passport number zero five seven two seven two two zero two; JORGE HERRERA ALVARADO, adult, single, painter, resident of Lagunas de Baru, ciento setenta metros al norte de la Iglesia (one hundred seventy meters north of the church), official identification number: six hundred seventy-three nine hundred fifty-seven; (attached receipt): 05/01/2005 BANCO DE COSTA RICA 10:51:22; Electronic Appraisal; 245 San Isidro de El General; Share number 02972139-3; handwritten did not pay official identification; official stamps: National Registry 2,000.oo, Fiscal 125.oo, National Archives 20.oo, Board of Attorneys 50.oo; Sub-total 2,195.oo, Discount 131.7o, Total Colones 2,063.3O; D.G.T.D. Tax **.**; Appraisal - 04276366-5, Registry - Associations, Act; Establishment Certificate, Description (blank), Amount appraised 1.oo, Ticket 0427790, Property/Motor (blank), date 01/04/2005, SEAL.

(page 2) LESLIE PUMPUREY with single last name RANTSCHLER, due to her citizenship, USA citizen, adult, married once, homemaker, resident of Lagunas de Baru, tres cientos metros al este de la Iglesia (three hundred meters east of the church), official residence identification number one zero nine four two; RAUL GOMES ALVARADO also known as JOSE ENRIQUE GOMES ALVARADO, adult, married once, buillder, resident of Lagunas de Baru, cinco metros al sur de la Iglesia (five meters south of the church), official identification number: six two hundred six - one hundred sixty-nine; ROBERT LEO with single last name KABLE, due to his citizenship, USA citizen, adult, married once, retired, resident of Lagunas de Baru, un kilometro al noroeste de la Iglesia (one kilometer northeast of the church), passport number seven one zero zero zero four five two five; They agree to form an ASSOCIATION as guided by the applicable ASSOCIATIONS LAW and its reforms and the following statutes:

ARTICLE ONE: The Association shall be called ASOCIACION ADMINISTRADORA DEL ACUEDUCTO DE LAGUNAS DE AGUIRRE. It is a social well being, not-for-profit entity of private nature and as such shall be of indefinite duration.

ARTICLE TWO: This Association is guided by the present statutes, internal regulations and legislation that is in existence on the matter.

ARTICLE THREE: The Associations address shall be Lagunas, second district of Savegre, sixth canton, Aguirre, in the province of Puntarenas, contiguo a la Iglesia Catolica (next to the Catholic Church).

ARTICLE FOUR: The objectives of the Association are to a) Administer, operate and conserve in good state the LAGUNAS DE AGUIRRE AQUEDUCT; b) Obtain the effective participation of the community in the maintenance of the aqueduct; c) Collaborate in the programs and campaigns of educational nature that are undertaken; d) Participate in guarding and protecting the sources of water supply that feed the aqueduct, avoiding contamination of the same and helping to protect the hydrographic basins of the region;

ARTICLE FIVE: For those means, the Association will carry out the following activities, among other things: a) Solicit the required help from public and private institutions for the attainment of the Associations aims. b) Procure the training of its members; c) The Association may acquire all types of property in general, within the limitations of article forty-six of the CIVIL CODE, hold all types of contracts and agreements and carry out all types of lawful operations, in achieving its aims. d) Watch over the property that it obtains; e) Procure excellence in the administration of the resources the institution counts on.

ARTICLE SIX: For the achievement of its aims, the Association will use all means that the law permits: it will carry out activities in the Lagunas de Aguirre community to promote the interest of the Association and to raise funds.

ARTICLE SEVEN: The Association counts on the following resources: a) Fees and contributions from its associates, that the Administrative Board will set; b) National and international donations; c) Subsidies from the Government, Municipalities, from institutions, or any person or legal entity, public or private.

ARTICLE EIGHT: The Association will have the following type of associates: FOUNDING ASSOCIATES, ACTIVE ASSOCIATES, and HONORARY ASSOCIATES.

A) The FOUNDING ASSOCIATES shall be those who appear in the Establishment Certificate, with the same attributes as the remaining members.

B) HONORARY ASSOCIATES are any person or legal entity, associate or not, that through their personal or financial contribution collaborates notably with the Association and as such shall be entitled to such accreditation. They shall be named by the General Assembly and shall have the right to be heard, but not to vote. They cannot occupy any post of the Administrative Board and shall not be subject to the rest of the obligations and duties of the other categories of associates.

C) ACTIVE ASSOCIATES are those persons registered as such in the Associates Registry and who work actively in diverse activities organized by the Association.

ARTICLE NINE: The associates shall number ten as a minimum and can be all those persons of recognized moral character that wish to contribute actively in the management of the Association; To be admitted as a member it is necessary to a) Accept the statutes and regulations that regulate the Association; b) Be over eighteen years of age and be of recognized moral character; c) Present a written request to the Administrative Board; d) Admittance must be approved by at least half of the members plus one of the Administrative Board, and receive the respective communication by the Association (the communication must be written). E) The Administrative Board reserves the right to accept or reject the admittance request of potential associates, in doing so, if it accepts it will be by simple resolution. Within eight days, it shall indicate the acceptance or not of an admittance request. The interested party can appeal to the General Assembly about any resolution the Administrative Board takes.

ARTICLE TEN: Causes for suspension and expulsion of an associate: The associates will cease to belong to the Association for the following reasons: a) Voluntary resignation directed to the Administrative Board in written form, who will recognize it and will take note of the same, and must make it known (bottom of page two: left: BAR CODE 158 1451, right: 2939 2725681); (page 3) to the associates at the following General Assembly Meeting carried out. b) By expulsion if and when any of the following motives occur: 1) Non-compliance of the Association statues. 2) Immoral conduct that acts against the good name of the Association, or acting in its name without the power necessary to carry out the type of activity it pretends to. Associates shall be suspended for one month for incurring the following complaints: a) Unjustifiable late payment of four consecutive quotas. b) Unjustifiable non-assistance consecutively of two sessions of the General Assembly. c) Unjustifiable non-compliance of the obligations conferred by the General Assembly. If a re-incidence occurs for a second time, the suspension shall be for six months, and for a third time they shall be expelled. The Administrative Board shall communicate the sanctions verbally and suspensions in written form. In case there is cause for the expulsion of an associate, the following procedure will apply: Previous to the cessation of membership of an associate, the Administrative Board will communicate in written form the motives for expulsion to the affected party, to the effect that the associate, from the moment he receives the communication, has eight consecutive days to prepare his defense, once this time period is over, the Administrative Board shall call together a meeting of the General Assembly corresponding to the time and conditions signaled by the need of the present statute to try the case, the accused associate can be present and appeal before said assembly and yield his defense, this assembly having the final say on the positive or negative resolution to expel the associate.

ARTICLE ELEVEN: The associates will have the following rights: a) To elect and be elected in administrative posts and the Vigilance Personnel (fiscalía); b) Participate in all activities (cultural, social, etc.) that the Association organizes; c) To be present as a full member- to have a say and vote in the General Assembly; d) To present motions and suggestions at Assembly Meetings; e) To report any irregularities noticed in the performance of the functions of the Administrative Board and of other members of the Association to the Vigilance Personnel (fiscalía); f) To benefit from the programs that the Administrative Board of the Association implements.

ARTICLE TWELVE: The obligations of the associates are: a) Assist all the associate meetings called upon; b) Comply with all statutes and internal regulations necessary to carry out the objectives emitted; c) Watch over and procure the progress of the Association, without implicit direct intervention in the administration; d) (page 5) Watch over the interests of the Association for its enlargement and render all material and moral support within their reach; e) Perform all duties, commissions or jobs entrusted with loyalty. f) Communicate to the Administrative Board all acts of which they have knowledge of that are to the detriment of the prestige of the Association; g) And punctually pay all quota payments.

ARTICLE THIRTEEN: The Association will count on the following bodies: a) The General Assembly; b) The Administrative Board; c) The Vigilance Personnel (fiscalía).

ARTICLE FOURTEEN: About the GENERAL ASSEMBLY: It is the highest body of the Association, comprised of the totality of its associates. There will be two types of Assembly Meetings: Ordinary and Extraordinary: The Assembly will meet ordinarily during the first half of the month of December to hear the report of work from the President and the Treasurer of the Administrative Board, as well as from the Vigilance Personnel (fiscalía). Extraordinarily it will meet each time the Administrative Board requests it, or by request bound with a percentage of no less than twenty percent of its associates, or when the Vigilance Personnel (fiscalía) deems it necessary. The Assembly Meetings, be they ordinary or extraordinary, will be called upon by the Secretary of the Administrative Board by means of a written notice to each of the associates, with at least three prior days notice of the day of the meeting being held. It shall be considered a first session when at least half the associates plus one are in attendance. If the minimum indicated do not make themselves present, a second session will convene an hour later with the minimum attendance in either case not being less than a third of the totality of its associates. The matters which will be approved will be by simple majority, except those in cases that by statute require a two thirds vote by the associates.

ARTICLE FIFTEEN: The Attributes of the Ordinary Assembly Meetings: a) Elect an Administrative Board and Vigilance Personnel (fiscalía) EVERY FIVE YEARS; Recognize, approve, reject or modify the work reports rendered by the other bodies; c) approve the regulations that the Administrative Board dictates; d) Approve the budget for the corresponding year; e) Determine the amount of the fidelity policy that must cover the Treasurer.

ARTICLE SIXTEEN: The Attributes of the Extraordinary Assembly Meetings: a) Fill vacancies caused by definite absences in the Administrative Board and Vigilance Personnel (fiscalía); b) Reform statutes and regulations; c) Agree upon the dissolution of the Association; d) Decide upon the expulsion of associates; e) Agree upon the purchase of property and accept donations and bequests.

ARTICLE SEVENTEEN: The (bottom of page five: left: BAR CODE 158 1451, right: 2939 2725682); (page 6) Administrative Board: The administration of the Association rests upon the Administrative Board, comprised of the following five members: PRESIDENT, VICE-PRESIDENT, SECRETARY, TREASURER and one SPEAKER; Which shall be elected in the Ordinary Assembly Meeting held during the first half of the month of December and shall be named for a FIVE YEAR time period. They shall take possession of their posts on the first half of the month of December of the corresponding year. Temporary absence of the members of the Administrative Board will be substituted by the same Administrative Board, in case of definitive absences, the Board will substitute said absences in the meantime while it calls an Extraordinary General Assembly Meeting so as to fill the vacancy for the remaining time period, with the exception of the Presidents post which can only be substituted by the Vice-President.

ARTICLE EIGHTEEN: The Administrative Board shall meet in ordinary fashion once a month, and extraordinarily when it considers it necessary, or is requested to do so by ten associates. These will be called upon by the Secretary by means of a written circular with at least eight days prior notice, there shall be a quorum with three of its members and their resolutions will be valid when half plus one of its members present approve a motion. In case of a tie the President's vote will decide counting as double.

ARTICLE NINETEEN: The Attributes of the Administrative Board shall be the following: a) Execute the resolutions decided upon by the General Assembly; b) Elaborate the work plan, the program and the annual budget; c) Prepare the reports that must be presented in the General Assembly Meetings; d) Watch over the faithful fulfillment of the statutes and regulations of the Association and watch over the heritage of the same; e) Propose transfers or negotiations of any type of any deeds over property and real estate of the same and the circumstances that justify it; f) Elaborate the modifications or the reforms to the statutes that must be submitted to the knowledge and approval of the General Assembly; g) Acknowledge, review, control and budget all economic means donated to help finance the Association; h) Receive, study, approve or reject the applications for admittance of interested parties and communicate the respective resolutions. i) Fill vacancies until the next Associates Meeting.

ARTICLE TWENTY: The Vigilance Personnel (fiscalia); There shall be a third body called VIGILANCE PERSONNEL (fiscalia); It shall be made up of a WATCHPERSON / CARETAKER (fiscal) who must be of adult age, named by the General Assembly Meeting held during the first half of the month of December and shall be named for a FIVE YEAR time period. They shall take possession of their posts on the first half of the month of December of the corresponding year and shall have the following Attributes: a) Watch over the bodies that comprise the Association so they (page 7) strictly observe the establishment of the law, the statutes, the functions of the members of the Administrative Board and the regulations that they dictate so that the Association proceeds well, or in its stead of the General Assembly, any irregularity that harms the prestige or the functioning of the Association; c) Supervise the economic movements and development of the programs of the Association; d) Sign and endorse balances, to the contrary do so with the pertinent annotations and to refer the matter over to the Administrative Board; e) Elaborate and present an annual CARETAKER (fiscalia) report to the General Assembly, about the financing and the proceedings of the Association; f) Hear complaints about Associates and carry out the pertinent investigation; g) Call to meeting the Extraordinary session of the General Assembly, when it deems it necessary; h) Shall have the right to be heard, but not to vote in the Administrative Board sessions where the matter at hand has to do with their motion.

ARTICLE TWENTY-ONE: The Attributes of the Members of the Administrative Board: a) THE PRESIDENT shall be the judicial and extrajudicial representative of the Association with the authority of limitless Power of Attorney. Will call together and preside over the Assembly sessions as well as the Administrative Board meetings, will sign acts together with the Secretary, and will authorize payments that the Administrative Board resolves together with the Treasurer; Will elaborate, with the rest of the Administrative Board members, the plans, programs, projects and budgets that must be submitted to the General Assembly; Will collaborate with the annual labor reports, as well as all that is related to the functioning of the Association; Will execute all the resolutions taken by the Administrative Board in its ordinary and extraordinary sessions; b) THE VICE-PRESIDENT: Will substitute the President in his temporary absence, with equal attributes and obligations; c) THE SECRETARY: Will be in custody of and will maintain in good condition all the Association documents. Will have as his charge to maintain the registry book of the General Assembly Meeting and the Administrative Board up to date, keep the Associates Registry whose registration entry will be signed by the President and the Secretary. Will write up and will read all the ordinary session acts of the Administrative Board and the General Assembly, to which end they can be discussed and approved in the respective following session, and will sign them together with the President, once they have been approved by the respective body; Will send the Associates the resolutions taken by the Administrative Board; Will receive the applications for admittance from interested parties; Will organize the Association archive and keep it up to date; Will communicate to new Associates their acceptance as such; Will communicate to (bottom of page seven: left: BAR CODE 158 1451, right: 2939 2725683); (page 8) Associates their dissolution. d) THE TREASURER: Is the one personally responsible for the movement of the funds of the same; They must present a guarantee which is established in article twenty-four of THE ASSOCIATIONS LAW, through a fidelity policy, the amount of which will be determined by a resolution taken by the Ordinary General Assembly. Receive the ordinary and extraordinary quotas from the Associates and extend a corresponding receipt. Withdraw from the checking account, using his signature, and endorsement from the President, or in his absence, with that of the Vice-President. Make payments of accounts with respective authorized documentation by the Administrative Board, in conformity with the annual budget. Maintain the treasury and accounting books up to date, in keeping with the current standards, so as to clearly demonstrate the Association incoming funds, outgoing funds and the Associations economic standing. Elaborate and present a monthly report to the Administrative Board, and an annual report to the General Assembly of the treasury movements and the financial standing of the Association, signed by himself and endorsed by the CARETAKER (fiscal). Jointly elaborate the annual budget and its modifications with the Administrative Board. Effect the deposits in the National Banking System or in COPEALIANZA R.L.. and all funds raised by diverse activities, donations and other means, informing the Administrative Board and extending its corresponding receipt; e) THE SPEAKER: Will be responsible with the rest of the Administrative Board members for the correct proceedings of the Association. Will substitute all of the remaining Board members in their temporary absences in the Administrative Board sessions, and the President, in case that the Vice-President is also absent.

ARTICLE TWENTY-TWO: The Association can reform its statutes in an Extraordinary General Assembly Meeting, with favorable vote of two thirds of its active members, always with at least one months prior notice, when the Administrative Board had made known the project to reform that it wishes to introduce and the reasons forthwith.

ARTICLE TWENTY-THREE: The Association can be dissolved voluntarily by resolution with at least three fourth of the Associates, convened in an Extraordinary Assembly Meeting for such purpose.

ARTICLE TWENTY-FOUR: The Association can be dissolved when the causes indicated in articles, of THE ASSOCIATIONS LAW, thirteen, twenty-seven and thirty-four concur. If the Association becomes dissolved, its property shall be distributed between the bodies that are in charge of the Associations jurisdiction, the administration of the motions of common interest, through liquidators that (page 9) will be named by the respective CIVIL JUDGE, in conformity with article fourteen of THE ASSOCIATIONS LAW stated.

ARTICLE TWENTY-FIVE: Any discrepancy about the interpretation or application of the Statutes will be interpreted by the General Assembly of Associates subject to the legal precepts that is existent on the matter. And in this very act, once approved the preceding statutes, we proceed to elect the FIRST ADMINISTRATIVE BOARD AND CARETAKER (FISCAL), for the time period starting the first half of December two thousand four to the first half of December two thousand nine, for this one time, since subsequently it shall be from the first half of December to the first half of December of the corresponding years, devolving the nominations upon the following persons: PRESIDENT: LESLIE ABADIA with single last name ANDERSON, due to her citizenship, with qualities detailed; VICE-PRESIDENT: DENNIS ALLEN with single last name PELZ, due to his citizenship, with qualities detailed; SECRETARY: DAVID JOSEPH with single last name LEMA, due to his citizenship, with qualities detailed; TREASURER: ANDREW LOWNDES with single last name LOMAC- MAC NAIR, due to his citizenship, with qualities detailed; SPEAKER: EFRAIN MESEN HERRERA, with qualities detailed; CARETAKER (FISCAL): WARWICK DOUGLAS with single last name LOWE, due to his citizenship, with qualities detailed. All those appointed accept their charges and take possession of their duties forthwith. Without any other matter to discuss, the session finishes at fourteen hours.
SIGNATURE, PRESIDENT: LESLIE ABADIA ANDERSON
SIGNATURE, VICE-PRESIDENT: DENNIS ALLEN PELZ
SIGNATURE, SECRETARY: DAVID JOSEPH LEMA
SIGNATURE, TREASURER: ANDREW LOWNDES LOMAC- MAC NAIR
(bottom of page nine: left: BAR CODE 158 1451, right: 2939 2725679);
(page 10) Handwritten 3-002-394443;
SIGNATURE, SPEAKER: EFRAIN MESEN HERRERA 1-296-386
SIGNATURE, CARETAKER (FISCAL): WARWICK DOUGLAS LOWE
THEY ARE AUTHENTIC. SIGNATURE, OFFICIAL STAMPS, SEAL, RAISED BLANK SEAL,
LIC. MIGUEL SALAZAR GAMBOA, LAWYER AND NOTARY, NO. 2939, COSTA RICA;
SEAL, Property Registry, Associations Department, Documents processed by:
name: Suleny Fallas Vindas, Oficial Identification Number: 6-274 860, signatura: SIGNATURE.