MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JANUARY 30, 2009

Date, Time and Venue: January 30, 2009, at 9:00 a.m., at the Company’s headquarters, at Alameda Maria Tereza, n.º 2000, sala 06, bairro Dois Córregos, Cep: 13278-181, in the city of Valinhos, state of São Paulo.

Call Notice and Attendance: The call notice was waived due to the attendance of all members of the Board of Directors.

Presiding: Chairman: Mr. Alexandre Teixeira de Assumpção Saigh; Secretary: Mr. Ricardo Leonel Scavazza.

Agenda: Approval of a loan from Banco Santander S/A, granted to the Company under the following terms and conditions: (a) Total Amount of the Loan: R$ 13,000,000.00 (thirteen million Brazilian Reais), with interest based on the average daily rate of the one-day interbank deposit rate (CDI), which is calculated and published by the CETIP (Brazilian OTC Clearing House) in its daily bulletin available on the Internet (www.cetip.com.br) (“DI Rate”); (b) Guarantee: Fiduciary assignment of the receivables of its subsidiaries, within the limit of the loan amount; (c) Fund Allocation: The funds shall be used by the Company to rebuild its working capital in order to invest in acquisitions and the expansion of its business.

Resolutions Unanimously Taken: Pursuant to article 10, paragraph 6, item (xi) of the Company’s Bylaws, the members of Board of Directors approved the loan under the conditions listed in the Agenda.

In light of this approval, the members of the Board of Directors authorized the Company’s management to take all the necessary measures to execute said loan.

Closure: There being no further business to address, the meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all members. Signatures: Presiding: Chairman: Alexandre Teixeira de Assumpção Saigh; and Secretary: Ricardo Leonel Scavazza. Board members: Alexandre Teixeira de Assumpção Saigh, Luiz Otavio Reis de Magalhães, Olimpio Matarazzo Neto, Otavio Lopes Castello Branco Neto and Sergio Vicente Bicicchi.

Valinhos, January 30, 2009.

This is a free English version of the original minutes in the company‘s records.

Ricardo Leonel Scavazza
Secretary

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