Exhibit 10.3

PRIVATE  AGREEMENT  OF  STOCKHOLDING  TRANSFER

The  parties  to  this agreement, of irrevocable and irreversible character, are
the  following  persons  and  companies:

     1)  ARBOR  INC.
     Incorporated on 25/02/1999, in the State of Nevada, USA.
     Tax-ID  -  55.0835860
     Headquarters and Address; 2642, Collins Avenue, Suite 305,
                               Miami  - Florida - USA - 33140.
     The  Directors  are  Costas  M.  Takkas,  hereby  represented;  and Stephen
     Spoonamoore.


     2)  CPL  Construcoes  e  Comercio  Inc.
     Incorporated on 20/03/1995, in the State of Delaware, USA.
     Tax-ID  -  ---------------
     Headquarters and Address; 1645, South Miami Avenue,
                               Miami - Florida - USA - 33139.
     The  Directors  are Costas M. Takkas, Argemiro Pinesi Junior, Angelo Takkas
     and  Rogerio  Netto  da  Paz,  who jointly with Costas M. Takkas, is hereby
     represented.


     3)  CPLArbor  do  Brasil  Constutora  Ltda.
     Incorporated on 19/02/2003, in the State of Sao Paulo, Brazil.
     CNPJ/MF  Number  05.780.433/0001-20
     Headquarters  and  Address;  Avenida  Conceicao,  321-A,
                                  Bairro  Vila  Rezende,
                                  Piracicaba - SP - CEP 13405-280.

     The sole stockholders: - Rogerio Netto da Paz, holding 99% (ninety nine per
     cent)  of  the capital stock or stockholding and Patricia Naval Petrocelli,
     with  1%  (one  per  cent)  of  the  capital  stock or stockholding, hereby
     represented,  therefore,  as holders of one hundred per cent of the capital
     stock  of  the  company.

     Taking  into  consideration  that  the  company CPLArbor Brasil Construtora
     Ltda.,  with its headquarters in Piracicaba, SP, and in Brazil, was created
     and  founded  as  a  subsidiary  and  associated  company of CPL Comercio e
     Construcoes  Inc., with its headquarters in the State of Delaware, USA, and
     similarly was created and founded as a subsidiary and associated company of
     Arbor  Inc.,  with  its headquarters in the State of Nevada, USA, therefore
     companies with common interests, always looking to extend their markets and
     to  increase  their  competitiveness,  as,  for  example,



     in  the  construction  of  135  residential houses, in the execution of the
     project  known  as  the "Conjunto Residencial ALTOS DA AGUA BRANCA", in the
     city  of  Piracicaba  -  SP;

     Taking into consideration, that the companies ARBOR INC., CPL Construcoes e
     COMERCIO  INC.  and  the  company  CPLArbor  do  BRASIL  Construtora Ltda.,
     initiated  and  are  promoting  registration  by  the  relevant agencies in
     Brazil,  principally  to  comply  with  the  obligations  required  by  the
     Brazilian  Government federal authorities and the registration requirements
     of  the Banco Central do Brasil S/A, and others, it is agreed that for such
     legalization  and  to comply with the relevant legislation, it is necessary
     for  a  signed  agreement  between the members of the respective companies;

     Consequently,  the  sole  stockholders  of  the  company CPLArbor do Brasil
     Construtora  Ltda.,  Rogerio Netto da Paz and Patricia Naval Petrocelli, by
     this  document  and  according to the law, are presented with the paperwork
     for  the  relevant  stockholding  alteration  and  are  obliged to sign the
     relevant  stockholding alteration document, according to Brazilian laws, so
     that  the  stock  ownership  of  CPLArbor  do  Brasil  Construtora  Ltda.,
     registered  by  CNPJ/MF  number  05.780.433/0001-20,  transfers  to  be
     integrated,  composed  or  consisting  of  only  corporate bodies or of the
     companies  ARBOR  INC.,  of  Nevada - USA and of CPL Construcoes e Comercio
     Inc.,  of Delaware, USA, whose capital will be solely composed by these two
     unique  corporate  bodies, in the proportion of 50% (fifty per cent) of the
     capital  stock  or  respective  stockholding of each one. It belongs to and
     becomes  the  exclusive  ownership  of  the referred to and named corporate
     bodies  or  companies  and cannot be denied by those that are bound by this
     particular  document.  This  applies  until  the  assignment  or definitive
     transfer  is formalized and or the respective alteration in the articles of
     association  of  CPLArbor  do  Brasil Construcoes Ltda occurs. It is agreed
     that  the stockholding of CPLArbor do Brasil Construtora Ltda., passes into
     the  hands and ownership of these companies or of those determined by these
     companies  and  their  owners,  hereby  undersigned.

     Moreover,  Rogerio  Neto  da  Paz  and  Patricia Naval Petrocelli, are also
     obliged  immediately  not to modify or alter the articles of association of
     CPLArbor  do  Brasil  Construcoes Ltda., in order to wholly comply with the
     above  mentioned  obligations  stipulated by Costas M. Takkas and the other
     company  signatories  to  this  document.

     Everything  having been agreed, having read and conformed to this document,
     the  parties are to sign this document in three equal and identical copies,
     for  one  purpose,  promising  to  comply  with  all  its  requirements, by
     themselves,  or  by  their  successors  or  heirs.  It is also to be signed
     jointly  by two witnesses. The Piracicaba judicial district forum is chosen
     to  settle  any  doubts  contained  therein.

     Piracicaba, 24 July 2003.




     ---------------------------------
     For ARBOR INC. - Costas M. Takkas


     -----------------------------------------
     For CPL Construcoes e Comercio Inc.
     Costas M. Takkas and Rogerio Netto da Paz


     ---------------------------------------------------------
     For CPLArbor do Brasil Construtora Ltda., and personally-
     - Rogerio Netto Das Paz and Patricia Naval Petrocelli -


     WITNESSES

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