LEG/SGO/HA-35216875-10

Bruce McNamer Chief Executive Office and President TechnoServe Inc. 1800 M Street, NW Suite 1066, South Tower Washington, DC 20036 Fax: (202) 785-4544 Ref: Regional. Nonreimbursable Technical Cooperation No. ATN/ME-12172-HA. Mango as an Opportunity for Long-Term Economic Growth.

Dear Mr. McNamer, This letter of agreement (the Agreement) between TechnoServe Inc. (the Executing Agency) and the Inter-American Development Bank, acting in its capacity as Administrator of the Multilateral Investment Fund (the Bank), which we are submitting for your consideration, is to formalize the terms of a non-reimbursable contribution (the Contribution), up to the amount of three million fifty five thousand two hundred and eighteen dollars (US$3,055,218) or its equivalent in other convertible currencies, which shall be chargeable to the resources of the Multilateral Investment Fund, to finance the contracting of consulting services and the procurement of goods necessary for the execution of a technical cooperation project for mango as an opportunity for long-term economic growth (the Project), which is detailed in the Annex of this Agreement. Unless otherwise stated in this Agreement, the term dollars shall hereinafter refer to the currency of legal tender in the United States of America. This Agreement is entered into pursuant to the Agreement Establishing the Multilateral Investment Fund II, and the Agreement for the Administration of the MIF II, dated April 9, 2005. The Bank and the Executing Agency agree upon the following: First. Parts of the Agreement. This Agreement consists of this part one, referred to as the Special Conditions; part two, referred to as the General Conditions; the Annex, and the Appendixes I, II and III, which are attached hereto. The prevalence between the above-mentioned Sections and the Annex is established in Article 1 of the General Conditions. Second. Executing Agency. The Executing Agency of this Project shall be TechnoServe Inc., hereinafter referred to indistinctively as the Executing Agency or TNS. The Executing Agency certifies its legal and financial capacity to function as such, and undertakes to fulfill all the obligations that result from this Agreement.

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-2Third. Conditions Prior to First Disbursement. The first disbursement of the Contribution shall be up to the equivalent to 10% of the total amount of the Contribution and is subject to the fulfillment, to the satisfaction of the Bank, in addition to the conditions set forth in Article 2 of the General Conditions, of the following: (i) evidence that the Government of the Republic of Haiti has granted a waiver to the Executing Agency to start operations in the Republic of Haiti before finishing the respective registration process; (ii) a letter of intent has been signed between the Executing Agency and The CocaCola Company (TCCC) that reflects the commitment of TCCC to provide the funds for the Counterpart Resources. Following the signature of that letter of intent, the Executing Agency must use its best efforts to enter into a definive agreement with TCCC as soon as possible; (iii) the presentation of the Annual Work Plan (AWP) for year one and the milestone plan for the life of the Project; (iv) (v) evidence that the Project Operations Manual are in effect; and evidence that the Project Manager and Deputy Project Manger have been hired.

Fourth. Subsequent Disbursements. In addition to the conditions set forth in Clause Third above, the second and subsequent disbursements of the Contribution shall be subject to the Executing Agencys submission, to the satisfaction of the Bank, of evidence of the following: (i) that the Executing Agency has entered into the agreement referred to in Clause Third (ii) above with TCCC. Such agreement shall also include TCCCs commitment to only use the Banks name and logotype in the form and purposes authorized by the Bank as expressed in this Agreement (including the provisions contained in Clause Fifth (a) and (b) below, and Appendix III); and compliance with the milestones agreed upon with the Bank as described in Appendix I, in accordance with the Annual Work Plan and the Project Operational Regulations. Meeting those milestones will not exempt the Executing Agency from achieving the Project goals established in the logical framework of the Project.

(ii)

Fifth. Special Conditions of Execution. (a) It is foreseen that the Banks name and logotype may be used during the execution of the Project for advertisement and other purposes relating to the Project. The Executing Agency, however, may do so only with the previous and written authorization of the Bank, and such use shall be limited to the particular purpose and the form so authorized by the Bank. The Bank approves the label attached as Appendix II, and authorizes the use of such label in the Project in terms agreed with the Bank. In

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-3any case, the use of the Banks name and logotype must comply with the provisions contained in Appendix III. (b) The Executing Agency must use its best efforts to ensure that any use of the Banks name and logotype by TCCC for advertisement or other purposes relating to the Project complies with the terms and conditions provided for in paragraph (a) above, Appendix III, and any other provision of this Agreement. (c) With respect to Article 9(d) of the General Conditions, for purposes of this Agreement, the Executing Agency agrees that contracts signed with Consultants shall specify the Consultants obligations to assign copyrights, patents and any other form of industrial property right to the Bank where such rights result from the work and documents carried out by the Consultants under the consulting contracts financed in their entirety with resources of the Contribution; and in case such consulting contracts are co-financed with another source of funds, the Executing Agency agrees that the respective consulting contracts shall specify the Consultants obligations to assign such rights to the Bank, the Executing Agency, and the other donor(s). Sixth. Reimbursement of Expenditures Chargeable to the Contribution . Resources of the Contribution may be used to reimburse expenditures incurred or to finance those that may be incurred in the Project on or after June 2nd, 2010, and up to the effective date of this Agreement, provided that requirements substantially similar to those set forth in this Agreement have been fulfilled. Seventh. Deadlines. (a) The period for execution of the Project shall be sixty (60) months from the effective date of this Agreement. (b) The period for the last disbursement of the resources of the Contribution shall be sixty six (66) months from the effective date of this Agreement. Any part of the Contribution which has not been utilized within this period shall be canceled. (c) The aforementioned deadlines and any others that may be stipulated in this Agreement may be extended, when duly justified, with the written consent of the Bank. Eighth. Total Cost of the Project and Additional Resources . (a) The Executing Agency undertakes to make timely provision of the resources required, in addition to the Contribution, for the complete and uninterrupted execution of the Project, the Counterpart Resources. The total Counterpart Resources required is estimated to be the equivalent of four million six hundred and eight thousand one hundred ninety-two dollars (US$4,608,192), at least 50% of which must be provided in cash, to make up a sum equivalent to seven million six hundred sixty three thousand four hundred ten dollars (US$7,663,410), which is estimated to be the total cost of the Project. These estimates do not reduce the obligation of the Executing Agency to provide any additional resources required to complete the Project.

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-4(b) The resources provided by the Bank and the Executing Agency shall be used to finance the cost categories which are chargeable to it, as established in the Projects budget included in the Annex. Ninth. Recognition of Expenses Chargeable to the Counterpart Resources . The Bank will recognize, as part of the local contribution to the Project, expenditures incurred after June 2nd, 2010, provided that requirements substantially similar to those set forth in this Agreement have been fulfilled. Tenth. Resources for activities related to the MIFs Impact Evaluation System. From the total amount of the Contribution, the equivalent of 0.5% is hereby allocated to cover the expenses related to the activities of the MIFs Impact Evaluation System. Said sum shall be disbursed and credited to the Impact Evaluation Account of the Bank, without requiring the presentation of a disbursement request by the Executing Agency. Eleventh. Resources for Auditors. From the total amount of the Contribution, an amount for external audit will be allocated for such purposes, and will not require a disbursement request by the Executing Agency. The Bank may contract such services to audit the financial statements as provided in Clause Nineteen. Twelfth. Currencies for Disbursements. The Bank shall disburse the Contribution in dollars or its equivalent in other convertible currencies. The Bank may convert these convertible currencies into other currencies, including the local currency by applying the exchange rate indicated in Article 7 of the General Conditions. Thirteenth. Use of Contribution, Contracting of Consulting Services and Procurement of Goods. (a) The resources of the Contribution shall only be used for the payment of consulting services (including inter alia per diem and transportation expenses), for the purposes of this Project, and goods, originating from member countries of the Bank. (b) For purposes of this Agreement, consulting services shall include all forms or modalities of contracting of professional services. Fourteenth. Procurement of goods and services. The acquisition of goods and related services (different from consulting services) will be carried out by the Executing Agency in accordance with the provisions set forth in Document GN-2349-7 (Policies for the Procurement of Works and Goods Financed by the Inter-American Development Bank) dated July 2006 (hereinafter called the Procurement Policies) and document OP-387-1, the contents of which the Executing Agency hereby declares to know. Furthermore, the Executing Agency will be able to use the shopping procedure in accordance with the provision set forth in paragraph 3.5 of Document GN-2349-7. Fifteenth. Selection and contracting of consulting services . (a) The selection and contracting of consultants and/or consulting firms by the Executing Agency shall be carried out in accordance with the provisions set forth in Document GN-2350-7 (Policies for the Selection and Contracting of Consultants Financed by the Inter-American Development Bank) dated July,

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-52006 (hereinafter called the Consultants Policies) and document OP-387-1, whose contents the Executing Agency hereby declares to know. (b) The Executing Agency may use the method set forth in Section II and in paragraphs 3.16 through 3.20 of the Consultants Policies for Quality- and Cost-Based Selection and any of the methods set forth in Sections III and V of the Consultants Policies when hiring consulting firms and individual consultants. For the purposes of the provisions of paragraph 2.7 of Document GN-2350-7, the consultants short list estimated to cost less than one hundred thousand dollars (US$100.000) equivalent, may be comprised in its entirety of consultants or consulting firms who/which are nationals of Haiti. Sixteenth. Procurement Plan. Before starting any competitive bidding process or any request for proposals for the acquisition of goods and services (different from consulting services) and for the contracting of consulting services, the Executing Agency shall prepare and furnish to the Bank for its approval, a Procurement Plan acceptable to the Bank setting forth the particular contracts for consulting services required to carry out the Project, including the estimated cost of each contract, and the proposed methods for acquisition of goods and selection of consultants services, in accordance with paragraphs 1 of Appendixes 1 of Documents GN-2349-7 and GN-2350-7. This Procurement Plan shall be reviewed by the parties every twelve (12) months during the execution of the Project, and each updated version shall be submitted to the Banks approval. The Executing Agency shall implement the Procurement Plan in the manner in which it has been approved by the Bank. Seventeenth. Procurement Review by the Bank. The Procurement Plan shall indicate whether each contract for the acquisition of goods and consulting services shall be subject to an ex-ante or ex-post review. Ex-ante review shall be carried out in accordance with the procedures set forth in paragraphs 2 and 3 of Appendixes 1 of Documents GN-2349-7 and GN-2350-7. Expost review shall be carried out in accordance with the procedures set forth in paragraphs 4 of Appendixes 1 of Documents GN-2349-7 and GN-2350-7. Eighteenth. Progress reports and evaluation. (a) During the Execution of the Project, the Executing Agency undertakes to submit to the Bank, within 60 days after the end of each sixmonth period, Project Status Reports (PSR) utilizing the web-based system containing the format previously agreed on with the Bank and will contain information on Project execution, achievement of milestones, and outcomes, and their contribution to the Project objectives. The reports will also discuss compliance with the environmental and social issues as described in the Annex and as specified by the Bank. Within 90 days after the end of execution of the Project, the Executing Agency will submit a final PSR to the Bank prioritizing the outcomes achieved, a sustainability plan, and lessons learned. (b) An intermediate and a final evaluation of the Project will be undertaken by external consultants, contracted directly by the Bank, with Project funds. The evaluation will be based on the Projects logical framework and should analyze the following areas: (1) relevance, effectiveness, and the extent to which the Project objectives have been achieved; (2) quality of services offered; (3) sustainability of the Project (in technical, economic, financial, social, and

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-6institutional terms) once the Contribution has ended; (4) possibilities for expansion or replication of the experience; and (5) outcomes achieved at the purpose level. (i) The mid-term evaluation will be prepared 24 months after the first disbursement or when 50% of the committed resources have been disbursed and will include: (1) the relevance of the Project components and activities for achievement of the defined objectives; (2) an assessment of progress made during the Project execution; (3) results achieved in executing the components; (4) deviations from the Project execution; (5) lessons learned during Project execution; (6) outcomes of Project team training activities in terms of promoting and facilitating the inclusion of women in training and technical assistance activities; and (7) recommendations that are ultimately considered necessary to fine-tune Project execution to achieve the defined goals. (ii) A final evaluation will be conducted at the end of the Project or when 95% of resources have been disbursed and will consider the following aspects in addition to those addressed in the midterm evaluation: (1) creation and operation of Producer Business Groups (PBGs); (2) increases in the PBGs productivity and reduction of mango rejects; (3) increased local value addition from mango processing; (4) the Projects achievements with respect to the indicators set out in the logical framework and conclusion as to the probability of achieving the defined impacts; (5) lessons learned and recommendations for replication to other value chains in Haiti; and (6) local capacity generated to guarantee the sustainability of the intervention. The Executing Agency will provide access to all the information and documentation needed to conduct these evaluations. (c) One year before Project completion, a workshop will be organized to jointly assess outcomes achieved and identify tasks to ensure the sustainability of actions. Nineteenth. Financial statements. In accordance with the provision set forth in Article 11(a)(i) and (a)(ii) of the General Conditions, the Executing Agency undertakes to present to the Banks satisfaction, the financial statements of the Project. The independent accountants set forth in Clause Eleventh above, will audit the financial statements thereafter. Twentieth. Information Disclosure. The Executing Agency undertakes to notify the Bank, in writing, within a maximum period of ten (10) working days from the date of signature of this Agreement, whether it considers any part of the Agreement to be confidential or sensitive, in which case the Executing Agency undertakes to identify those provisions considered as such. In accordance with the Banks Disclosure of Information Policy, the Bank will make the text of this Agreement available to the public once it has been signed and has entered into effect, with the sole exception of that information which the Executing Agency has specifically identified as confidential, sensitive or adverse to relations with the Bank in the manner indicated in this paragraph.

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-7Twenty first. Notice. Any notice, request, or communication from one party to another by virtue of this Agreement shall be made in writing and shall be considered to have been made when the relevant documents is delivered to the addressee, unless the parties otherwise agree in writing. If to the Executing Agency, such notice shall be addressed to the same address indicated above. If to the Bank, such notice shall be addressed to: Inter-American Development Bank 1300 New York Avenue, N.W. Washington, D.C. 20577 U.S.A. Facsimile: (202) 623-3096 Please confirm your acceptance of the terms and conditions of this Agreement, in representation of the Executing Agency, by signing and returning one of the originals to the Banks Headquarters in Washington, D.C. This Agreement shall be signed in two (2) originals of equal tenor by duly authorized representatives, and will enter into force on the date of its signature by the Executing Agency. Yours Faithfully, /s/ Julie Katzman _______________________ Julie Katzman Manager Multilateral Investment Fund AGREED: TechnoServe Inc. /s/ Bruce McNamer _____________________________ Representative of the Executing Agency Name: Title: Date: Bruce McNamer Chief Executive Office and President August 24, 2010

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