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CAPITAL INVESTMENT AGREEMENT

Agreement Establishing a Capital Investment Partnershipbetween the undersigned Partner (hereinafter: "Partner"):

_____________________________________________

AND

VISTA BAHIA, LCC, a Michigan Limited Liability Corporation (hereinafter:"LLC"), Investing in Izabal Province, Guatemala.

SECTION A

OBJECTIVES OF THE PARTNERSHIP

1. Vista Bahia LLC, seeks Partners with funds for investment in land and associated real estatedevelopment enterprises in order to make equity and asset acquisitions in waterfront and tropical real

estate. The LLC will acquire multiple beachfront and rainforest land parcels in Guatemala, using theventure capital of the undersigned participating Partner for, but not limited to:

- research and development work ups, costs and expenses for the evaluation of potentialproperty acquisition in Guatemala;

- acquisition of real property, including payment of realty commissions, acquisition investmentfees, expenses and taxes;

- profitable development and the preparation of real estate, marketing of property, packagingland uses or plans for the development, re-sale and/or sub-division of real estate holdings;

- maximizing the potentially profitable uses of already acquired property by marketing those

parcels pending future development or re-sale.2. a) Vista Bahia LLC, was incorporated in the State of Michigan January 30, 2005, and operates alimited liability real estate holding enterprise for profit. It intends to continue acquiring, developing andmarketing multiple real properties and assets for subsequent sale, sub-division, improvement and/ordevelopment, including lease of rainforest and beachfront tropical real property in Guatemala, andproviding the necessary insider information, special skills, contacts, local know-how and obtaining legalpermits for development of profitable opportunities for asset ownership by the Partners and Principals ofthe LLC, within a proposed five (5) year time frame in the foreseeable future. Our 5 year timeline issubject to change and is just a starting guideline.

b) In accordance with the objectives of the enterprise, Vista Bahia, LLC is acquiring beachfront andrainforest land and assets in Guatemala, for capital gain, profits and residual income. Partners who allow

24 months to pass without making any withdrawals are entitled to buy a preferred lot set aside for saleonly to Partners at the LLC's actual cost (as determined by the full purchase price paid for acquisition).Partners who withdraw any funds before the end of the initial 24-month period are NOT entitled to anypreferred purchase of any lots at the companys cost.

3. At any time the Partner wishes to withdraw, The LLC shall be paid a 5% processing fee on the fullamount of the withdrawal, including net profits at any time. The undersigned Partner participates byinvesting venture capital in this Partnership with the LLC to promote the objectives described in thisSection. The Partner acknowledges that it may take up to two years to acquire more parcels, and up toanother three years year to maximize their use, appreciation or development and market them, for an


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anticipated five year total time frame for maximum returns. This is not a guaranteed timeline, just arealistic estimate for future reference of the Partner.

SECTION B

PARTNER'S CAPITAL INVESTMENT

1. Partner's Capital Investment of $______________________________ & no/100ths Dollars isaccepted for the exclusive use of promoting the innovative land projects described under Section A, andbased upon the information provided by the LLC, the undersigned Partner makes a capital investment inthe amount above stated, providing the LLC with the capital required to accomplish its goals. The LLCfurther agrees it will consult the undersigned Partner regarding the management of the capital investment,with respect to proposals for improvements or changes.

2. The above funds invested by Partner may also be used for the financing the purchase, marketing orimprovement and management of beachfront and rainforest properties in Guatemala. In the event thatthe LLC should dissolve, the Partner shall receive a proportionate share of the remaining net cash, equityin land or assets relative to the partner's proportional percentage of the total capital investment supplied

by the undersigned Partner to the whole of the LLC, its other Partners, Principals and Investors.3. The Partner acknowledges that the initial investment of a minimum of $50,000.00 (or more) is for aminimum time period of the next 24 months. Capital and net profits derived from it may not be withdrawnuntil 24 months after deposit, except under extraordinary circumstances as outlined below. Capitalwithdrawals must be approved by the Executive Committee and shall be paid out within 45 days after theexpiration of the initial 24-month minimum investment period or 45 days after the end of any subsequent12-month renewal period, upon written request.

4. This Agreement shall expire in the event that the capital account is closed, withdrawn or is not drawndown by the LLC, at least in part, at the latest, 24 months from the date of deposit. No interest shall bepaid at any time upon the capital invested with the LLC with this Partnership. The Partner understandsthat the venture capital funds invested by Partner are NOT a loan to the LLC, and requires neither interest

nor dividends, acknowledging and agreeing to take the risk.

5. The LLC shall establish an earmarked capital account for the fixed amount of the Partner's capitalinvestment and keep track of the annual income and expense in direct proportion to the amount ofPartner's capital invested with the LLC, allocating them in direct proportion to the Partner's share of thewhole LLC Partnership, by the same in percentages.

6. The Partner agrees that the LLCs Principal Founding Investors (Principals) who initiated, created,organized, and first funded the LLC may opt to have their original capital accounts paid first before anysubsequent co-financiers and Partners of the LLC are paid with available funds, without withdrawing fromnor terminating this Partnership nor the LLC itself, but without decreasing Partners net profit sharecredited to the undersigned Partners capital account.

SECTION C

LIFETIME OF THE PARTNERSHIP

1. The Partner's Capital Investment in the Partnership shall commence as soon as both parties havesigned this Contract and the above stated capital funds in Section B are transferred or deposited to theLLC's designated bank account, currently: The Huntington National Bank.

2. The Partnership shall not terminate except by its own terms or mutual consent and waiver and willcontinue to operate unless the parties mutually agree to dissolve it in writing at any time.


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3. Partner's net capital plus any outstanding net profit remaining unpaid shall be due for payment toPartner upon termination of the Partnership, in proportion to the whole net capital available based uponthe proportion of the Partner's total venture capital account as a percentage in proportion to the wholeamount invested in the LLC.

4. In the event that the net capital funds invested by the Partner are fully or partially paid out orwithdrawn by the Partner, at any time hereafter, the capital investment made by Partner shall be deemedvoluntarily reduced or fully terminated at the same time and to the same extent.

SECTION D

LLC AND PARTNERSHIP MANAGEMENT

1. This LLC Partnership is governed by an Executive Committee consisting of three persons, elected bythe LLC at the annual meeting of the LLC, usually held in December each year.

2. Partner agrees that the LLC's Executive Committee, consisting of the LLC President, Vice-President,and Secretary/Treasurer, as the Principals, shall retain the operational control and management of theLLC Partnership as stipulated in this contract, with the advise and consent of its Partners, with voting

weighted by the value of their original capital investment amount, up to a maximum total of 10% weighteach, so that no LLC Partner nor Principal may obtain voting rights greater than 10% total weighted value,when seeking majority consent vote for any measures.

3. This LLC Partnership shall obtain the majority approval of the Partners and Principals with respect to:

(a) any amendment to the state Articles of Incorporation, in particular any major modification of thegoals and objectives of the LLC, new finance terms, agreement changes or alternative investmentopportunities which may depart from the original purposes of this agreement;

(b) the conclusion, amendment and termination of contracts governing the sale, re-sale or acquisitionof options on realty insofar as they differ from the purpose and projects promoted within the parameters ofthe LLC as stipulated in this agreement;

(c) the closing, sale, amendment and termination of any future real estate land transactions;

(d) the request to dissolve or declare any form of voluntary insolvency, or buy out a Partner.4. Approval in accordance with the measure requested shall be obtained directly from the Partner, withmajority approval needed to pass. If the Partner fails to give written notice of refusal or disapproval withina period of 10 days after receipt of the notification advising it of any measure requiring same, thenapproval shall be deemed as automatically granted by the Partner.

SECTION E

REPORTING AND CONTROLS

1. The LLC shall report annually, by February 1st, as to the status of its various projects, unless thePartner waives such reports. In addition, the LLC shall provide Partners with status reports forinformational purposes as often as necessary and warranted.

2. Because the Executive Committee exercises control of the LLC also on behalf of the Partner, the LLCshall notify Partner immediately of any and all measures exceeding the scope of expected or ordinaryoperations or normal business transactions. In addition to the measures defined in Section D, measuresexceeding the scope of business transactions, including specifically:


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(a) Partial or complete stoppage of operations or "Acts of God" which cause such stoppage andcannot be reasonably overcome nor repaired;

(b) Abandonment or substantial damaging modifications to LLC land projects;

(c) The entering into agreements and contracts, which have not been previously stated in thebusiness, plan above or described within the LLC Bylaws.

3. Furthermore, any Partner is entitled to exercise his/her rights of control in accordance with Michiganlaw. This shall apply after termination of the Partnership to the extent required for the verification of thefunds to be distributed. Partner is further entitled the review all the documentation of the LLC pertaining tothe purposes or projects initiated or closed by the LLCduring this first 24 month Partnership term or any subsequent one year renewal of it.

4. The LLC agrees to disclose to Partner directly all confidential information required for financialevaluation of the LLC. However, in the event of the public release and/or publication of data concerningthe LLC by any Partner, directly or indirectly it shall be ensured that the LLC incurs no damage or harm,or if so, the Partner agrees to indemnify the LLC for damages caused by such disclosures.

5. Upon request, the LLC shall furnish Partner with documentation deemed necessary by the Internal

Revenue Service for the purpose of tax audits.

6. Partner agrees not to compete with nor circumvent the LLC in any manner, directly or indirectly andagrees not to disclose any of the LLC's confidential trade secrets, plans or proprietary information tooutside parties, its competitors or their agents. Partner re-affirms any previously signed non-compete ornon-disclosure agreement with the LLC and Partner acknowledges that she/he may not take any actionon behalf of the LLC or the Partnership without the LLC's prior written approval.

SECTION F

FISCAL YEAR AND ANNUAL ACCOUNTING

1. The fiscal year of the LLC shall begin January 1 and end on 31 December of each year.

2. The LLC shall prepare its annual financial statements (balance sheet, profit and loss, capitalaccounts, notes) in accordance with the customary and accepted standards of commercial law andaccounting procedures.

3. Within three months after the end of the fiscal year the LLC shall submit one signed originalaccounting document together with the confirmation of a certified public accountant or an independentauditor, upon the written request of any Partner or Principal.

4. Under the applicable Uniform Code of Commercial Law in Michigan, the annual corporate financialstatements shall comply with the regulations for profit calculation in accordance with Federal and Stateincome tax laws. In the event that values other than those given in the original financial statements aredetermined in accordance with tax regulations, or based upon a tax audit, these shall be valid also for the

relationship between the LLC and its Partners.

SECTION G

PROFIT SHARING

1. Partners shall receive on his/her capital investment, irrespective of the LLC's annual earnings, nominimum return. There are no guaranteed returns based upon the investment of venture working capitalin the LLC. Each partner acknowledges that there is risk in this investment and that it is neither a loan nor


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a stock. Partner receives a credit or debit amount from any net profit or losses to his/her capital accountin direct proportion to the percentage of their net capital investment in the company as a whole, beginningfrom the date of the first deposit into their capital account in the LLC, from any net profits or lossessubsequently realized. Credited capital account amounts for the Partner, which remain in the LLC, maybe re-invested or withdrawn by the Partner according to the terms of this contract or any subsequentrenewal thereof.

2. The Partner's proportionate share in the net profits is payable at Partners request within 45 days afterapproval of the annual financial statements by the LLC, after the expiration of the original 24 monthventure capital commitment unless mutually agreed otherwise in writing.The calculation dates and deductions based upon Section B for annual net profits to prepare annualfinancial statements for the Partners and LLC, ARE AS FOLLOWS:

a) The following shall be deducted from the annual gross profits:

Taxes paid by the LLC insofar as they reduced annual profits; any interest for new loans, notes ormortgages of the LLC not taken into account in arriving at the annual net profits of thePartnership; Regular expenditures insofar as they are incurred from business transacted by theLLC on behalf of the LLC and/or the Partnership; Losses caused by the sale, loss or destructionof property, land and equipment EXCEPT insofar as had already existed at the time of the

beginning of this Partnership; Compensation for services provided to the LLC without havingalready reduced the taxable profits of the Partnership; Extraordinary revenues realized, if any,insofar as they relate to business transacted prior to the beginning of this contractual Partnership;Ordinary revenues from the sale of property, land and equipment only if realized before thebeginning of this Partnership,

b) When the Partner's capital account deposit is first made to the LLC, the annual proportionatenet amount for the calculation of the net profit or loss sharing shall be deemed to have begun onthat date, which also marks the beginning of this Partnership with Partner, for the fiscal year inwhich the deposit is first made.

4. Partner is entitled to demand in writing within 15 days after the end of the initial 24 month investmentperiod, remuneration of its total net capital investment, but the Partner agrees to exercise this right only in

the event of termination of this Partnership, otherwise the total capital invested with the Partnership withthe LLC shall be considered renewed for another year afterward and renews itself every 12 monthsthereafter until a written demand notice canceling the contract is made by the Partner. The LLC mayelect to preserve already invested capital or assets by seeking a mortgage, note or equity line of credit tocover the withdrawal of capital by the withdrawing or terminating Partners, at the sole discretion of theExecutive Committee.

SECTION H

TAXES

1.) The LLC shall be responsible for the payment of legally prescribed corporate taxes, plus any businessor corporate levy, respecting the remuneration of the capital provided, and shall withhold from the

respective payments to Partner the capital gains taxes and any other Partnership levy and shall remitthis directly to the appropriate tax offices unless mutually agreed otherwise in writing by the LLC and thePartner.

2.) Individual Partners shall remain responsible for their own personal taxes at all times.

SECTION I

DISSOLUTION OF THE PARTNERSHIP


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1. This LLC Investment Partnership shall be dissolved in the event that the Partner or the LLC itself isliquidated, files bankruptcy or becomes insolvent or terminates it by any other means. The corporatebylaw rules for dissolution in the State of Michigan of the LLC will apply.

2. Sections C, D and H, shall be applicable also in this event.

SECTION J

OFFICIAL NOTICES

1. Any official notices required by this Agreement must be provided by US Mail Certified with DeliveryConfirmation prepaid and acquired before becoming timely and of record.

2. Furthermore, the Partnership may be dissolved for death or other justified important reasons withimmediate effect by the Partner (or his/her Estate or Administrator) with written notice. In the event thatthe capital has not yet been repaid either fully or in part at that time, Partner shall be released from the24-month commitment made, upon waiver by the Executive Committee.

3. Partner has the right to give official notice of withdrawal for other important reasons, in particular inthe event that:

a) The LLC or its members and agents made illegal or fraudulent representations;

b) It becomes evident that the prerequisites upon which the investment was undertaken did notexist, or that the prerequisites for continuing the investment are untenable, in particular if the landprojects described in Section A, prove non-feasible or are abandoned by the LLC or areirretrievably damaged. In the event that the projectsDescribed in Section A prove to be non-feasible in technical, legal or financial terms, Partner maywaive repayment of his/her capital investment in writing and permit the LLC to continueoperations along alternative avenues in pursuit of profit with its capital and assets;

c) The LLC instigates bankruptcy proceedings, or financial settlement proceedings are opened incourt or dissolution, bankruptcy or insolvency is declared in any other form;

d) the senior specialist or specialists possessing the special skills and know-how at the time ofthe execution of the Investment Agreement is/are no longer members of the Executive Committeeof this Partnership nor management of the LLC;

e) one of the measures defined in Section E, Part 2 is implemented without the prior consent ofPartner and such measure jeopardizes the existence of the company or the reasonableimplementation of the promoted purposes for its profit-making projects.

SECTION K

PARTNERS DEPOSIT PAYMENT DUE

All payments and investments of capital are due and payable upon the execution of this document.Failure to deposit the full consideration stated in Section B above at that time negates this instrument andmakes it null and void ab initio and without any effect.

SECTION L

GENERAL PROVISIONS

1. Any amendments or modifications to this Agreement must be in writing. Any supplementary verbalagreements relating to this Agreement are invalid, unless reduced to writing and signed by both of the


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parties. Otherwise, this constitutes the entire and total Partnership Agreement.

2. In the event that any provision of this Agreement becomes invalid, this shall not affect the validity ofany other provision. The LLC and the Partner shall replace invalidated provisions with legally validclauses that reflect to the greatest possible extent the general intent and purpose of the invalidatedprovisions to remedy the incompletion.

3. Kent County, Michigan, USA shall be the legal venue for all disputes that may arise from thisAgreement or its execution, and the signatories below agree to be bound by Michigan Law and its court

jurisdiction.

NOW WHEREFORE, WITH OUR COMPLETE KNOWLEDGE AND UNDERSTANDING, HAVING READAND REVIEWED THIS ENTIRE CONTRACTUAL AGREEMENT, THE PARTIES BELOW FREELY ANDVOLUNTARILY EXECUTE THIS LEGAL INSTRUMENT AND BIND THEMSELVES WILLINGLY TO ITON THIS______DAY OF ____________________ 2006,

WITNESSETH:

BY:_______________________________ BY:______________________________

LLC PARTNERIts: _____________________________

Mr./Ms:__________________________ For Vista Bahia, LLC

ADDRESS & PHONE: WEBSITE, EMAIL, ADDRESS & PHONE:www.mayanation.com

Vista Bahia, LLC c/o Registered Agent

Advocate Law Offices1444 Michigan St. NEGrand Rapids, MI 49503

Phone: 616-456-5353FAX: 616-774-3964Cell: 202-460-0385

Email: [email protected]
http://www.mayanation.com/http://www.mayanation.com/

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