SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN

STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA

(Name of Issuer)

Common Stock, Par Value 1.00 Peso per Share

(Title of Class of Securities)

450047204

(CUSIP Number)

Saúl Zang

Juan Manuel Quintana

Carolina Zang

María de los Ángeles del Prado

Estudio Zang, Bergel y Viñes

Florida 537, 18^th Floor

Buenos Aires, Argentina

+54(11) 4322-0033

(Name, Address and Telephone Number of Person authorized to Receive Notices and Communications)

October 31, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to who copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	SCHEDULE 13D
CUSIP No. 450047204		Page 2 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Eduardo S. Elsztain
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Argentina

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 87,197
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 87,197
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             IN

	SCHEDULE 13D
CUSIP No. 450047204		Page 3 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             IFIS Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Bermuda

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

	SCHEDULE 13D
CUSIP No. 450047204		Page 4 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Inversiones Financieras del Sur S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Uruguay

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

	SCHEDULE 13D
CUSIP No. 450047204		Page 5 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Cresud Sociedad Anónima Comercial Inmobiliaria             Financiera y Agropecuaria
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Argentina

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

CUSIP No. 450047204 Page 6 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Dolphin Fund PLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Isle of Man

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 4,425,439
	8.    SHARED VOTING POWER                 0
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

CUSIP No. 450047204 Page 7 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Consultores Venture Capital Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Cayman Islands

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

CUSIP No. 450047204 Page 8 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Agrology S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Argentina

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

CUSIP No. 450047204 Page 9 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Consultores Assets Management S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Argentina

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

CUSIP No. 450047204 Page 10 of 28 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Consultores Venture Capital Uruguay S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC - OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Uruguay

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 313,005,532
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 317,430,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             317,430,971
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             54.85%
14.	TYPE OF REPORTING PERSON             CO

CUSIP No. 450047204 Page 11 of 28 Pages

STATEMENT PURSUANT TO RULE 13d-1 OF THE

GENERAL RULES AND REGULATIONS UNDER THE

SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED

AMENDMENT No. 11 TO SCHEDULE 13D

This Amendment No. 11 Schedule 13D (“Amendment No. 11”) amends and restates Items 3, 4, 5 and supplements Item 6 of the Schedule 13D filed by IRSA with the SEC (the “Schedule 13D”), as amended and restated from time to time. Capitalized terms used in this Amendment No. 11 but not defined herein have the meaning given to such terms in the Schedule 13D, as amended and restated from time to time.

CUSIP No. 450047204 Page 12 of 28 Pages

Item 3. Source and Amount of Funds or Other Consideration

As of October 31, 2008, the IRSA common shares beneficially owned by the Reporting Persons consisted of 317,430,971 shares, representing 54.85% of IRSA’s outstanding share capital.

The funds used to purchase the IRSA common shares were derived from (i) Cresud’s capital increase, (ii) working capital and (iii) short term borrowings.

Item 4. Purpose of Transaction

Since October 9, 2008, the Reporting Persons increased their beneficial ownership of IRSA common shares by acquiring shares representing an additional 4.08% of IRSA’s outstanding share capital. Total purchases amounted to the equivalent of 23,638,330 IRSA common shares acquired in the open market.

Except as described above, neither the Reporting Persons nor, to their knowledge, any person named in Schedule A, has any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

These transactions were effected from October 9, 2008 to October 31, 2008 (the “Transaction Period”).

Item 5. Interests in Securities of the Issuer

(a) As of October 31, 2008, the Reporting Persons beneficially owned 317,430,971 common shares of IRSA, representing 54.85% of its outstanding share capital.

The following is a description of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as of October 31, 2008:

Shareholder	Number of Shares Currently Owned	% of Currently Outstanding Shares
Reporting Persons	317,430,971	54.85	%
Total IRSA Outstanding Shares	578,676,460

(i) Elsztain is the Chairman of the Board of Directors of IFIS, IFISA, Cresud, Dolphin, CAM, CVC Uruguay and CVC Cayman, except for Agrology a company 97% of Cresud. Elsztain is the beneficial owner of 36.46% of IFIS, including: (a) 15.97% owned directly, (b) 9.07% owned indirectly through CVC Uruguay, (c) 9.44% owned indirectly through Dolphin and (d) 1.97% owned indirectly through CVC Cayman. Elsztain owns 85.0% of CAM which owns 100% of CVC Uruguay which in turn owns 100% of CVC Cayman. On March 11, 2008, Elsztain signed an Irrevocable Proxy with Baldwin Enterprises Inc. (“Baldwin”) in which he agreed to cause CVC Cayman, in its capacity as the investment manager of Dolphin, to relinquish voting rights only with respect to any common shares of IFIS, IFISA, IRSA and Cresud owned by Dolphin in favor of the independent directors of Dolphin. Thus, Elsztain by virtue of his position and voting power may be deemed to have voting power equal to 26.36% of IFIS’ voting rights.

CUSIP No. 450047204 Page 13 of 28 Pages

(ii) IFIS is the direct owner of 100% of the common shares of IFISA.

(iii) IFISA directly owns 0.26% of IRSA’s outstanding stock and 33.41% of Cresud’s shares on a fully diluted basis.

(iv) Cresud directly owns the equivalent of 288,878,943 common shares of IRSA, which amounts to 49.92% of IRSA’s outstanding stock.

(v) Dolphin Fund directly owns 0.76% of IRSA’s outstanding stock.

(vi) CVC Cayman serves as the Investment Manager of Dolphin Fund Plc and IFIS and does not own IRSA common shares.

(vii) CAM directly owns 0.11% of IRSA’s outstanding stock.

(viii) Agrology directly owns 3.78% of IRSA’s outstanding stock.

Set forth below is a diagram of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as of October 31, 2008:

CUSIP No. 450047204 Page 14 of 28 Pages

Given the foregoing, the Reporting Persons may be deemed to be the beneficial owners of 317,430,971 common shares, representing 54.85% of the issued and outstanding common shares of IRSA, as of October 31, 2008.

(b) Item 5(a) is incorporated herein by reference.

(c) Transactions by the Reporting Persons or other persons named in Schedule A in IRSA common shares that were effected during the transaction period are listed on Annex I, which is incorporated herein by reference.

(d)-(e) Not applicable.

CUSIP No. 450047204 Page 15 of 28 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. of the Amendment No. 6, 7 and 8 and 9 previously filed is hereby amended by adding the following agreement.

Credit Suisse Loan Agreement: On October 24, 2008, Cresud cancelled the loan agreement entered with Credit Suisse International. The terms and conditions of this loan were previously informed in the Amendment No. 6 dated as of May 15, 2008.

Securities Loan Agreement: On October 24, 2008, IFISA entered into a US$30 million Loan Agreement with Baldwin Enterprises, Inc. This loan is secured pursuant to a Security Agreement dated October 24, 2008 by (a) 9,427,826 Cresud ADS, (b) 72,995,697 Cresud Warrants, and (c) 150,360 IRSA GDS. This loan will accrue interest at an annual rate equal to 15%. The loan matures in 90 days and can be prepaid without penalty by IFISA. The foregoing description of the Secured Promissory Note and Security Agreement is qualified in its entirety by reference to the complete text of these agreements, which are attached hereto as Exhibit 1 and Exhibit 2 and are incorporated herein by reference.

Citibank Loan Agreement: On October 24, 2008, IFISA cancelled the Margin Loan Agreement entered with Citibank N.A. The terms and conditions of this loan were previously informed in the Amendment No. 6 dated as of May 15, 2008.

CUSIP No. 450047204 Page 16 of 28 Pages

Schedule A

Eduardo S. Elsztain

Bolívar 108, 1^st floor

(1066) Buenos Aires

Republic of Argentina

Citizen of Argentina

Directors and Executive Officers of IFIS Limited

Directors

1. Eduardo S. Elsztain

Director

Washington Mall West, 7 Reid Street,

Hamilton HM 11,

Bermuda.

Citizen of Argentina

2. Saul Zang

Director

Washington Mall West, 7 Reid Street,

Hamilton HM 11,

Bermuda.

Citizen of Argentina

3. Joseph Steinberg

Director

Washington Mall West, 7 Reid Street,

Hamilton HM 11,

Bermuda.

Citizen of the United States

4. Mariana Renata Carmona de Elsztain

Director

Washington Mall West, 7 Reid Street,

Hamilton HM 11,

Bermuda.

Citizen of Argentina

5. Alejandro Gustavo Elsztain

Director

Washington Mall West, 7 Reid Street,

Hamilton HM 11,

Bermuda.

Citizen of Argentina

CUSIP No. 450047204 Page 17 of 28 Pages

Directors of Consultores Venture Capital Uruguay

Directors

1. Eduardo S. Elsztain (Chairman)

Director

Zabala 1422, 2nd floor

(11500) Montevideo

Republic of Uruguay

Citizen of Argentina

2. Eduardo Simon Bartfeld

Director

Zabala 1422, 2nd floor

(11500) Montevideo

Citizen of Uruguay

3. Olga Stirling

Director

Zabala 1422, 2nd floor

(11500) Montevideo

Citizen of Uruguay

Directors of Consultores Assets Management S.A.

Directors

1. Eduardo S. Elsztain (Chairman)

Director

Bolívar 108, 1^st floor

(1066) Buenos Aires

Republic of Argentina

Citizen of Argentina

2. Saul Zang

Director

Bolívar 108, 1^st floor

(1066) Buenos Aires

Republic of Argentina

Citizen of Argentina

3. Oscar Bergotto

Director

Bolívar 108, 1^st floor

(1066) Buenos Aires

Republic of Argentina

Citizen of Argentina

CUSIP No. 450047204 Page 18 of 28 Pages

Directors of Consultores Venture Capital Limited

Directors

1. Eduardo S. Elsztain (Chairman)

Director

Regatta Office Park,

P.O. Box 31106, SMB,

Grand Cayman, Cayman

Citizen of Argentina

2. Saul Zang

Director

Regatta Office Park,

P.O. Box 31106, SMB,

Grand Cayman, Cayman

Citizen of Argentina

3. Clarisa Lifsic

Director

Regatta Office Park,

P.O. Box 31106, SMB,

Grand Cayman, Cayman

Citizen of Argentina

Directors of Dolphin Fund PLC

Directors

1. Eduardo Sergio Elsztain (Chairman)

3rd Floor, Exchange House

54-62 Athol Street

Douglas - Isle of Man IM1 1JD

Citizen of Argentina

2. Gary Gladstein

3rd Floor, Exchange House

54-62 Athol Street

Douglas - Isle of Man IM1 1JD

Citizen of USA

3. Clarisa Lifsic

3rd Floor, Exchange House

54-62 Athol Street

Douglas - Isle of Man IM1 1JD

Citizen of Argentina

4. Elizabeth Tansell

3rd Floor, Exchange House

54-62 Athol Street

Douglas - Isle of Man IM1 1JD

Citizen of Isle of Man

CUSIP No. 450047204 Page 19 of 28 Pages

5. Saul Zang

3rd Floor, Exchange House

54-62 Athol Street

Douglas - Isle of Man IM1 1JD

Citizen of Argentina

6. Mario Blejer

3rd Floor, Exchange House

54-62 Athol Street

Douglas - Isle of Man IM1 1JD

Citizen of Argentina

Directors of Inversiones Financieras del Sur S.A.

1. Eduardo S. Elsztain

Chairman of the Board

Zabala 1422, 2nd floor

(11500) Montevideo

Republic of Uruguay

Citizen of Argentina

2. Saúl Zang

Director

Zabala 1422, 2nd floor

(11500) Montevideo

Citizen of Argentina

3. Eduardo Simon Bartfeld

Director

Zabala 1422, 2nd floor

(11500) Montevideo

Citizen of Uruguay

4. Olga Stirling

Director

Zabala 1422, 2nd floor

(11500) Montevideo

Citizen of Uruguay

CUSIP No. 450047204 Page 20 of 28 Pages

Directors and Executive Officers of

Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria

Directors

1. Eduardo Sergio Elsztain

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

2. Saúl Zang

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

3. Alejandro Gustavo Elsztain

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

4. Clarisa Diana Lifsic

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

5. Gabriel Adolfo Reznik

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

6. Jorge Oscar Fernández

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

7. Pedro Damaso Labaqui Palácio

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

CUSIP No. 450047204 Page 21 of 28 Pages

8. Fernando Adrián Elsztain

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

9. David Alberto Perednik

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

10. Daniel E. Melicovsky

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

11. Alejandro Casaretto

Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

12. Salvador Darío Bergel

Alternate Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

13. Juan Carlos Quintana Terán

Alternate Director

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

14. Gastón Armando Lernoud

Alternate Director

Moreno 877, 23rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

15. Enrique Antonini

Alternate Director

Moreno 877, 23rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

CUSIP No. 450047204 Page 22 of 28 Pages

16. Eduardo Kalpakian

Alternate Director

Moreno 877, 23rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

Senior Management

1. Alejandro Gustavo Elsztain

Chief Executive Officer

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

2. Gabriel Blasi

Chief Financial Officer

Moreno 877, 23rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

3. Alejandro Bartolomé

Chief Executive Officer of the Argentine Operation

Moreno 877, 23rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

4. David A. Perednik

Chief Administrative Officer

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

5. Alejandro Casaretto

Regional Manager of Agricultural Real Estate

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

6. Carlos Blousson

Chief Executive Officer of the International Operation (Paraguay, Bolivia and Uruguay)

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

CUSIP No. 450047204 Page 23 of 28 Pages

Agrology S.A.

1. Alejandro G. Elsztain

Chairman of the Board

Moreno 877, 21^st floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

2. Saul Zang

Director

Moreno 877, 2^st floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

3. Gastón A. Lernoud

Director

Moreno 877, 21^st floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

4. Armando F. Ricci

Alternate Director

Moreno 877, 21^st floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

Directors and Executive Officers of

IRSA Inversiones y Representaciones Sociedad Anónima

Directors

1. Eduardo Sergio Elsztain

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

2. Saul Zang

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

3. Alejandro Gustavo Elsztain

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

CUSIP No. 450047204 Page 24 of 28 Pages

4. Oscar P Bergotto

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

5. Fernando Adrián Elsztain

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

6. Carlos Ricardo Estevez

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

7. Cedric D. Bridger

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

8. Marcos Moisés Fishman

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

9. Fernando Rubín

Director Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

10. Gary S. Gladstein

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of USA

CUSIP No. 450047204 Page 25 of 28 Pages

11. Mauricio Wior

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

12. Mario Blejer

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

13. Ricardo Liberman

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

14. Gabriel A. Reznik

Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

15. Salvador D. Bergel

Alternate Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

16. Juan C. Quintana Terán

Alternate Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

17. Emilio Cárdenas

Alternate Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

18. Enrique Antonini

Alternate Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

CUSIP No. 450047204 Page 26 of 28 Pages

19. Daniel R. Elsztain

Alternate Director

Bolívar 108, 1 floor

(C1066AAD) Buenos Aires

Republic of Argentina

Citizen of Argentina

Senior Management

1. Eduardo Sergio Elsztain

Chief Executive Officer

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

2. Gabriel Blasi

Chief Financial Officer

Moreno 877, 23rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

3. David Alberto Perednik

Chief Administrative Officer

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

4. Jorge Cruces

Chief Real Estate Officer

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

5. Daniel R. Elsztain

Chief Real Estate Business Officer

Moreno 877, 23^rd floor

(C1091AAQ) Buenos Aires

Republic of Argentina

Citizen of Argentina

CUSIP No. 450047204 Page 27 of 28 Pages

Transactions by the Reporting Persons or persons named in Schedule A in Shares

that were effected during the Transaction Period

Annex 1

Cresud’s transactions in IRSA GDR

Tran Type	Trade Date	Quantity (Units)	Price per Unit		Place
Buy	10/10/2008	45,067	$	5.5487	NYSE
Buy	10/13/2008	111,700	$	6.2986	NYSE
Buy	10/16/2008	90,700	$	6.2947	NYSE
Buy	10/22/2008	616,100	$	4.3242	NYSE
Buy	10/23/2008	400	$	4.4200	NYSE
Buy	10/23/2008	326,387	$	4.1612	NYSE
Buy	10/23/2008	140,200	$	4.3615	NYSE
Buy	10/23/2008	150,360	$	4.3200	NYSE
Buy	10/23/2008	150,000	$	4.3200	NYSE
Buy	10/24/2008	90,000	$	4.3630	NYSE
Buy	10/24/2008	138,400	$	4.3490	NYSE
Buy	10/24/2008	137,244	$	4.3480	NYSE
Buy	10/27/2008	54,200	$	4.2280	NYSE
Buy	10/27/2008	31,000	$	4.2432	NYSE
Buy	10/27/2008	84,975	$	4.1720	NYSE
Buy	10/28/2008	55,000	$	4.1591	NYSE
Buy	10/28/2008	30,600	$	4.0998	NYSE
Buy	10/28/2008	61,500	$	4.1684	NYSE
Buy	10/28/2008	50,000	$	4.1500	NYSE

Gabriel Blasi’s transactions in IRSA GDR

Tran Type	Trade Date	Quantity (Units)	Price per Unit		Place
Buy	10/9/2008	4,000	$	6.2050	NYSE
Buy	10/10/2008	4,000	$	6.1370	NYSE
Buy	10/14/2008	4,500	$	6.4667	NYSE
Buy	10/15/2008	3,500	$	6.1922	NYSE

IFISA’s transactions in IRSA GDR

Tran Type	Trade Date	Quantity (Units)	Price per Unit		Place
Short	10/23/2008	300,360	$	4.3200	NYSE
Cover	10/29/2008	50,000	$	3.6450	NYSE
Cover	10/29/2008	50,000	$	3.6499	NYSE
Cover	10/29/2008	50,000	$	3.65	NYSE

Alejandro Elsztain´s transactions in IRSA Shares

Tran Type	Trade Date	Quantity (Shares)	Price per Share		Place
Buy	10/14/2008	75,000	$	2.2567	Buenos Aires Stock Exchange

CUSIP No. 450047204 Page 28 of 28 Pages

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

DATED: November 5, 2008

Eduardo S. Elsztain		Consultores Assets Management S.A.
By:	/S/ Eduardo S. Elsztain	By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain	Name:	Eduardo S. Elsztain
		Title:	Chairman of the Board
IFIS Limited		Consultores Venture Capital Limited
By:	/S/ Eduardo S. Elsztain	By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain	Name:	Eduardo S. Elsztain
Title:	Chairman of the Board	Title:	Chairman of the Board
Inversiones Financieras del Sur S.A.		Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria
By:	/S/ Eduardo S. Elsztain	By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain	Name:	Eduardo S. Elsztain
Title:	Chairman of the Board	Title:	Chairman of the Board
		By:	/S/ Saúl Zang
		Name:	Saúl Zang
		Title:	Attorney at Law
Dolphin Fund PLC		Agrology S.A.
By:	/S/ Eduardo S. Elsztain	By:	/S/ Alejandro G. Elsztain
Name:	Eduardo S. Elsztain	Name:	Alejandro G. Elsztain
Title:	Chairman of the Board	Title:	Chairman of the Board
Consultores Venture Capital Uruguay
By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain
Title:	Chairman of the Board

EX-1

EXHIBIT 1

INVERSIONES FINANCIERAS DEL SUR S.A.

PROMISSORY NOTE

$30,000,000 Dated as of: October 24, 2008

FOR VALUE RECEIVED, the undersigned, INVERSIONES FINANCIERAS DEL SUR S.A., a Uruguay stock corporation (IFISA) (hereinafter, together with its successors in title and assigns, called the “Borrower”), by this promissory note (as may be amended or supplemented from time to time, hereinafter called “this Note”), absolutely and unconditionally promises to pay to the order of BALDWIN ENTERPRISES, INC. (hereinafter, together with its successors in title and assigns, called the “Lender”), on or before the earlier of (i) January 23, 2009 or (ii) the date to which payment of any and all Obligations (as hereinafter defined) shall have been accelerated pursuant to the terms hereof (the earlier of clauses (i) or (ii) being hereinafter referred to as the “Maturity Date”), (a) the principal sum of THIRTY MILLION DOLLARS ($30,000,000) and (b) all accrued and unpaid interest on the principal sum outstanding hereunder from time to time from the date hereof until the said principal sum or the unpaid portion thereof shall have been paid in full. All payments hereunder shall be in lawful money of the United States in immediately available funds.

The Borrower shall pay interest on the unpaid principal balance (not at the time overdue) of this Note from time to time outstanding at a rate per annum equal to fifteen percent (15%). Interest on this Note shall be payable when this Note is due (whether at maturity, by reason of acceleration or otherwise).

On the Maturity Date, there shall become absolutely due and payable by the Borrower hereunder, and the Borrower hereby promises to pay to the Holder (as hereinafter defined) hereof, the balance (if any) of the principal hereof then remaining unpaid, all of the unpaid interest accrued thereon, and all (if any) other amounts payable under this Note and any other Loan Document with respect to this Note, without presentment, further demand, protest, notice of protest or any other formalities of any kind, all of which are hereby expressly and irrevocably waived by the Borrower.

Each overdue amount (whether of principal, interest or otherwise) payable on or in respect of this Note or the indebtedness evidenced hereby shall (to the extent permitted by applicable law) bear interest, from the date on which such amount shall have first become due and payable in accordance with the terms hereof to the date on which such amount shall be paid to the Holder of this Note (whether before or after judgment), at the annual rate of seventeen percent (17%).

Each payment of principal, interest or other sums payable on or in respect of this Note or the indebtedness evidenced hereby shall be made by the Borrower directly to the Lender in U.S. dollars, for the account of the Holder of this Note, at the Lender’s Head Office (as hereinafter

defined), or at such other office of the Lender as the Holder of this Note shall from time to time instruct the Borrower, not later than 2:00 p.m., local time at the place of payment, on the due date of such payment, and in immediately available and freely transferable funds.

Any and all payments made by the Borrower hereunder shall be made free and clear of and without deduction from any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income (however denominated) and all income and franchise or branch profit taxes by a jurisdiction (or any political subdivision thereof) under the laws in which the Holder is organized or in which its principal office is located (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) the Holder of this Note receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Note (hereinafter referred to as “Other Taxes”). The Borrower will indemnify the Holder for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this paragraph) paid by the Lender any an liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or no such Taxes or Other taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Lender makes written demand therefore. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations contained in this paragraph shall survive the payment in full of principal and interest hereunder.

The payment of the principal of and the interest on this Note and the payment of all (if any) other amounts which may become due and payable on or in respect of this Note are guarantied by the Guarantor (as hereinafter defined) under the terms of that certain Guaranty Agreement, dated as of the date hereof (as amended or supplemented from time to time, the “Guaranty Agreement”), between the Guarantor and the Lender. In addition thereto, the Borrower’s obligations hereunder and under the other Loan Documents are secured pursuant to that certain Security Agreement, (as amended or supplemented from time to time, the “Security Agreement”) dated as of the date hereof, among the Lender and the Borrower.

No reference herein to the Guaranty Agreement or any other Loan Document shall impair the obligations of the Borrower, which are absolute, unconditional and irrevocable, to pay the principal of and the interest on this Note and to pay all (if any) other amounts which may become due and payable on or in respect of this Note or the indebtedness evidenced hereby, strictly in accordance with the terms and the tenor of this Note.

2

For all purposes of this Note, the following terms shall have the respective meanings set forth below:

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks in the Buenos Aires, Montevideo, the Isle of Man or the State of New York are authorized or required to close under the local laws governing such locations.

“Collateral Account” has the meaning ascribed to such term in the Security Agreement.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“CRESUD” means Cresud Sociedad Anonima Comercial, Inmobilariea, Financiera y Agropecuaria, and its Subsidiaries.

“Guarantor” means IFIS Limited, a Bermuda limited liability company.

“Holder” means the Lender or any of its affiliates who is at the time the lawful holder in possession of this Note.

“IRSA” means IRSA Inversiones y Representaciones, S.A., and its Subsidiaries.

“Lender’s Head Office” means the head office of the Lender, located at 315 Park Avenue South, New York, New York 10010.

“Loan Documents” means (a) this Note, (b) the Guaranty Agreement, (c) the Security Agreement (d) the Letter Agreement (the “Letter Agreement”), dated as of the date hereof, by and among the Guarantor, the Lender and Mr. Eduardo Elsztain and (e) any other present or future agreement from time to time entered into between the Borrower and the Lender executed pursuant to the foregoing, each as from time to time amended and supplemented; and “Loan Document” means any one of the Loan Documents.

“Obligations” means, collectively, all of the indebtedness, obligations and liabilities existing on the date of this Note or arising from time to time thereafter, whether direct or indirect, absolute or contingent, matured or unmatured, of the Borrower to the Lender under or in respect of this Note; and “Obligation” means any one of the Obligations.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, or other entity.

“Shares” has the meaning specified in the Security Agreement.

3

“Stock Collateral” means any and all “Stock Collateral”, as defined in any Loan Document.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having significant influence to enable such Person to nominate a majority of the board of directors (other than securities or interest having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one of more intermediaries, or both, by such Person.

The Borrower hereby represents and warrants to the Lender as follows:

(a) The Borrower is a stock corporation duly organized, validly existing and in good standing under the laws of Uruguay. The Borrower has adequate power and authority and has full legal right to execute and deliver this Note and all other Loan Documents to which it is a party and to perform, observe and comply with all of its agreements and obligations hereunder and thereunder.

(b) The Borrower has furnished or caused to be furnished to the Lender true and complete certified copies of the organizational documents of the Borrower and the Guarantor (together with any and all amendments thereto).

(c) The execution and delivery by the Borrower of this Note and all other Loan Documents to which it is a party and the performance by the Borrower of all of its agreements and obligations hereunder and thereunder have been duly authorized by the Board of Directors (or equivalent governing body) of the Borrower, and none of the transactions contemplated hereby or thereby do or will (i) contravene any provision of the organizational documents of the Borrower, (ii) result in a breach of any of the provisions of, or constitute a default under, or violation of, any agreement, indenture or other instrument to which the Borrower is a party or by which the Borrower or any of its property is bound or affected (including any stockholders’ or shareholders’ agreement to which the Borrower is a party) or (iii) violate or contravene any provision of any law or regulation (including, without limitation, federal or state securities laws and regulations or any law or regulation of Uruguay) or any order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as in effect on the date hereof and applicable to the Borrower).

(d) No shareholder approval is required in connection with the execution and delivery by the Borrower of this Note and all other Loan Documents to which it is a party and the performance by the Borrower of all of its agreements and obligations hereunder and thereunder.

(e) The Borrower has duly executed and delivered this Note and all other Loan Documents to which it is a party. The agreements and obligations of the Borrower contained in this Note and in all other Loan Documents to which it is a party constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to (i) applicable bankruptcy, reorganization, moratorium or similar laws

4

of general application affecting the rights and remedies of creditors, (ii) equitable remedies and (iii) the effect of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.

(f) No part of the proceeds of this Note will be used (directly or indirectly) in any manner which would be a violation of Regulation U of The Board of Governors of the Federal Reserve System (“Regulation U”)

(g) The Borrower is not in violation of any provision of its organizational documents, or any agreement or instrument to which it is a party or may otherwise be subject or by which it or any of its properties may be bound, or any decree, order, judgment, law, statute, license, rule or regulation applicable to it or any of its properties, in any of the foregoing cases, the violation of which could result in a material adverse effect on the business, properties, assets or condition, financial or otherwise, of the Borrower.

(h) Any Shares pledged as Collateral by the Borrower under the Security Agreement, are Freely Tradable (as defined below). The Borrower acquired the Shares either (i) at least six months, or, if the issuer of such Shares is not subject to the reporting requirements of the Exchange Act, one year, prior to the deposit of such Shares in the Collateral Account (such holding period determined in accordance with Rule 144 under the Securities Act), (ii) as a result of a conversion of convertible debt or convertible preferred securities of CRESUD or IRSA which were acquired by the Borrower at least six months, or, if the issuer of such convertible debt of convertible preferred securities is not subject to the reporting requirements of the Exchange Act, one year, prior to the date of this Note (such holding period determined in accordance with Rule 144 under the Securities Act), (iii) as a result of a settlement of warrants or other securities of CRESUD or IRSA, which were acquired by the Borrower at least six months, or, if the issuer of such warrants or other securities is no subject to the reporting requirements of the Exchange Act, one year, prior to the date of this Note(such holding period determined in accordance with Rule 144 under the Securities Act), where such settlement did not required payment of cash or any other consideration by the Borrower in connection with such settlement (as determined in accordance within the meaning of the exemption provided by Section 3(a)(9) of the Securities Act), or (iv) from any Person other than, directly or indirectly, CRESUD or IRSA or an Affiliate (within the meaning of the Securities Act) of CRESUD or IRSA, provided that such securities were free of any restrictions under the Securities Act at the time of their acquisition by the Borrower. As used in this paragraph (h), “Freely Tradable” means that the Shares are not subject to any contractual restrictions on transfer.

The Borrower covenants and agrees with the Lender that, until all the Obligations shall have been paid in full in cash the Borrower will not at any time enter into or undertake or complete any plan or agreement of consolidation or merger or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, assign, transfer or otherwise dispose of, in one or a series of transactions, all or substantially all of its properties or assets.

Whether or not the transactions contemplated hereby or by any other Loan Document shall be consummated, the Borrower will reimburse the Lender on demand for (i) all reasonable fees and expenses of domestic and foreign counsel for the Lender incurred by the Lender in

5

connection with (A) the preparation, negotiation, execution, delivery and enforcement of this Note and the extension of credit thereby evidenced, and all other Loan Documents, (B) any of the transactions contemplated by this Note, any other Loan Document and (C) any amendments, modifications, or waivers of or relating to all or any of the items set forth in (A) and (B) of this paragraph and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by the Lender in connection with the exercise, protection or enforcement of all or any of its rights, remedies, powers or privileges under any of the aforementioned documents or transactions, or in connection with any litigation, proceeding or dispute in any respect arising out of or relating to any of the relationships under, or any of the provisions of, the aforementioned documents (including all of the reasonable fees and expenses of counsel for the Lender).

Each of the following events shall be deemed to be “Events of Default” hereunder:

(a) Any representation or warranty of the Borrower, or the Guarantor herein or in any other Loan Document shall have been materially false or misleading at the time made or intended to be effective.

(b) The Borrower shall fail to perform or observe any term, covenant, condition or provision to be performed or observed by the Borrower under this Note or any other Loan Document to which it is party, and such failure shall not be rectified or cured to the Lender’s satisfaction within ten (10) days after the Lender gives notice to the Borrower of such failure

(c) The Guarantor shall fail to perform or observe any term, covenant, condition or provision to be performed or observed by the Guarantor under the Guaranty Agreement or any other Loan Document to which it is a party, and such failure shall not be rectified or cured to the Lender’s satisfaction within ten (10) days after the Lender gives notice to the Borrower of such failure.

(d) The Borrower or the Guarantor shall:

(i) commence a voluntary case under Title 11 of the United States Code, or any similar insolvency or bankruptcy law of Uruguay or Bermuda, as each may from time to time be in effect, or by its authorizing, by appropriate proceedings of its board of directors or other governing body, the commencement of such a voluntary case;

(ii) file an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or any similar insolvency or bankruptcy law of Uruguay or Bermuda, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to controvert timely the material allegations of any such petition;

(iii) have entered an order for relief in any involuntary case commenced under said Title 11, or any similar insolvency or bankruptcy law of Uruguay or Bermuda;

(iv) seek relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction, including, without limitation, any applicable law of Uruguay or Bermuda, relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in such relief; or

6

(v) consent to the entry of an order by a court of competent jurisdiction (1) by finding it to be bankrupt or insolvent, (2) ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors or (3) assuming custody of, or appointing a receiver or other custodian for all or a substantial part of its property and such order shall not be vacated or stayed on appeal or otherwise stayed within thirty (30) days.

(e) The Borrower or the Guarantor shall assert that any of the Loan Documents has not been duly authorized, executed or delivered or is not fully enforceable in accordance with its terms, or any of the Loan Documents, or any provisions thereof, shall cease to be in full force and effect or shall be declared null and void or illegal, invalid, unenforceable or inadmissible in evidence.

(f) The Borrower shall fail to repay or satisfy all amounts owed under this Note within five (5) days of the receipt of the proceeds of the rights offering described in paragraph 7 of the Letter Agreement.

As soon as possible, and in any event within three days after the occurrence of each Event of Default, or any event or condition which with the passage of time or giving of notice, or both, would become such an Event of Default, the Borrower shall furnish to the Lender the statement of its chief executive officer or chief financial officer setting forth details of such Event of Default and the action the Borrower has taken or proposes to take with respect thereto.

Upon the occurrence of an Event of Default, in each and every case, the Lender may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceedings either for specific performance of any covenant or condition contained herein or in any other document in connection herewith, or in aid of the exercise of any power granted herein or in any such other document and (unless there shall have occurred an Event of Default under paragraph (d), in which case the unpaid principal balance of this Note and the unpaid balance of all other Obligations shall automatically become due and payable without notice or demand) by notice in writing to the Borrower (i) declare the outstanding principal balance of this Note and the outstanding balance of all other Obligations to be forthwith due and payable, whereupon such unpaid balance shall become so due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived, and/or the Lender may proceed to enforce payment of such amounts in such manner as the Lender may elect and may offset and apply toward the payment of such amounts any indebtedness of the Lender to the Borrower or to the Guarantor or any other obligor on this Note, including any indebtedness represented by deposits in any general or special account maintained with the Lender.

The Borrower will have the right at any time after the date of this Note to prepay the unpaid principal of this Note outstanding under this Note in full or in part, without premium or penalty. There shall become and be absolutely due and payable by the Borrower on the date of each repayment or prepayment of principal of this Note, and the Borrower hereby promises to

7

pay on the date of each such repayment or prepayment of principal of this Note, all of the unpaid interest accrued to such date on the amount of principal of this Note being repaid or prepaid on such date.

Any partial payment of the indebtedness evidenced by this Note shall be applied by the Holder hereof (a) first, to the payment of all of the interest due and payable on the unpaid principal of this Note at the time of such partial payment, (b) then, to the payment of all (if any) other amounts (except principal) due and payable at the time of such partial payment on or in respect of this Note or the indebtedness evidenced by this Note and (c) finally, to the repayment or (as the case may be) the prepayment of the unpaid principal of this Note due and payable at the time of such partial payment.

All computations of interest payable as provided in this Note shall be made by the Holder hereof on the basis of the actual number of days elapsed divided by 360.

If any sum would, but for the provisions of this paragraph, become due and payable on or in respect of this Note or the indebtedness evidenced hereby on a day which is not a Business Day, then such sum shall become due and payable on the Business Day next succeeding the day on which such sum would otherwise have become due and payable hereunder, and interest payable hereunder to the Holder hereof shall be adjusted by the Holder accordingly.

The failure of the Holder of this Note to exercise all or any of its rights, remedies, powers or privileges hereunder or under any other Loan Document in any instance shall not constitute a waiver thereof in that or in any other instance.

Should all or any part of the indebtedness represented by this Note be collected by action at law, or in bankruptcy, insolvency, receivership or other court proceedings, or should this Note be placed in the hands of attorneys for collection after default, the Borrower hereby promises to pay to the Holder of this Note, upon demand by the Holder at any time, in addition to principal, interest and all (if any) other amounts payable on or in respect of this Note or the indebtedness evidenced hereby, all court costs and reasonable attorneys’ fees and all other reasonable collection charges and expenses incurred or sustained by the Holder of this Note.

Without limitation of any other obligation or liability of the Borrower or right or remedy of the Lender contained herein or in any other Loan Document, the Borrower hereby covenants and agrees to indemnify and hold the Lender and its affiliates, and the directors, officers, employees, subsidiaries, shareholders, agents, and successors and assigns of the Lender and such affiliates, harmless from and against any and all damages, losses and costs and expenses of any kind and nature (including legal fees) incurred, suffered, sustained or required to be paid by any such indemnified party, in each case by reason of or resulting from any claim relating to the transactions contemplated hereby or by any other Loan Document, or the use of the proceeds by the Borrower of this Note including, without limitation, to purchase securities from one or more affiliates, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party

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hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against the Borrower hereunder, such indemnified party shall notify the Borrower in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder. The Borrower shall have the right, at its option upon notice to the indemnified parties, to defend any such matter at its own expense and with its own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Borrower in the defense of such matter. The Borrower shall not compromise or settle any such matter against an indemnified party without the written consent of the indemnified party, which consent may not be unreasonably withheld or delayed. All amounts payable by the Borrower under this paragraph shall, until paid, bear interest at the rate applicable to this Note hereunder (including any default rate) and be an obligation secured by any collateral.

The Lender may not assign its rights and obligations under this Note without the consent of the Borrower, except in the case of an assignment to one of its affilites.

The Borrower hereby irrevocably waives notice of acceptance, presentment, notice of nonpayment, protest, notice of protest, suit and all other conditions precedent in connection with the delivery, acceptance, collection and/or enforcement of this Note or any collateral or security therefor.

The Borrower hereby absolutely and irrevocably consents and submits to the jurisdiction of the courts of The State of New York and of any federal court located in the said state in connection with any actions or proceedings brought against the Borrower by the Holder hereof arising out of or relating to this Note or any other Loan Document or any of the agreements or transactions contemplated hereby or thereby, and hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court. The Borrower hereby waives and agrees not to assert in any such action or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) the Borrower is not personally subject to the jurisdiction of any such court, (b) the Borrower is immune from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to it or its property, (c) any such suit, action or proceeding is brought in an inconvenient forum, (d) the venue of any such suit, action or proceeding is improper or (e) this Note or any such Loan Document may not be enforced in or by any such court. In any such action or proceeding, the Borrower hereby absolutely and irrevocably waives personal service of any summons, complaint, declaration or other process and hereby absolutely and irrevocably agrees that the service thereof may be made by certified, registered or recorded first-class airmail directed to the Borrower. The Borrower hereby agrees that it will appear or answer any such summons, complaint, declaration or other process so served upon it within thirty (30) days after the Borrower’s receipt thereof. Anything hereinbefore to the contrary notwithstanding, the Holder hereof may sue the Borrower in the courts of any other state of the United States or place where the Borrower or any of the property or assets of the Borrower may be found or in any other appropriate jurisdictions.

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All notices, demands or other communications to or upon the Lender pursuant to this Note shall be sent in writing, either delivered in hand or sent by first-class mail, postage prepaid, or by telex or telecopy, to Baldwin Enterprises, 529 East South Temple, Salt Lake City, UT 84102, Attention: Joseph Orlando, with a copy of each such notice, demand or other communication given simultaneously to Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, Attention: Andrea Bernstein. All notices, demands or other communications to or upon the Borrower pursuant to this Note shall be sent in writing, either delivered in hand or sent by first-class mail, postage prepaid, or by telex or telecopy, to Inversiones Financieras del Sur S.A., c/o Mr. Saul Zang, Florida 537, 18^th Floor, Buenos Aires, Argentina.

This Note is intended to take effect as a sealed instrument. THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THE LENDER AND THE BORROWER AGREE THAT NEITHER OF THEM NOR ANY OF THEIR ASSIGNEES OR SUCCESSORS SHALL (A) SEEK A JURY TRIAL IN ANY LAW SUIT, PROCEEDING, COUNTERCLAIM OR OTHER ACTION BASED UPON OR ARISING OUT OF THIS NOTE, ANY LOAN DOCUMENT, OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED IN CONNECTION WITH THIS NOTE, ANY COLLATERAL SECURING ALL OR ANY PART OF THE OBLIGATIONS OF THE BORROWER UNDER THIS NOTE OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE BORROWER AND THE LENDER OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY EACH OF THE LENDER AND THE BORROWER WITH THEIR RESPECTIVE COUNSEL, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE LENDER NOR THE BORROWER HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

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IN WITNESS WHEREOF, this Promissory Note has been duly executed by the undersigned, INVERSIONES FINANCIERAS DEL SUR S.A., on and as of the day and in the year first above written.

The Borrower:

INVERSIONES FINANCIERAS DEL SUR S.A.

By:

Name:

Title:

EX-2

EXHIBIT 2

SECURITY AGREEMENT

SECURITY AGREEMENT (this “Agreement”) dated as of October 24, 2008, between INVERSIONES FINANCIERAS DEL SUR S.A., a corporation organized under the laws of Uruguay (“Pledgor”) and BALDWIN ENTERPRISES, INC., a Colorado corporation, as Lender.

R E C I T A L S

WHEREAS, the Pledgor is the beneficial owner of (a) 9,427,826 american depositary shares evidenced by american depositary receipts issued by the Depositary (as defined below) pursuant to the CRESUD Deposit Agreement (as defined below), each representing ten shares of common stock of CRESUD S.A.C.I.F. Y A., a corporation organized under the laws of Argentina (“CRESUD”) (such number of American depositary receipts, the “ADRs”) and (b) 150,360 global depositary shares evidenced by global depositary receipts issued by the Depositary pursuant to the IRSA Deposit Agreement (as defined below), each representing ten shares of common stock of IRSA Inversiones y Representaciones S.A., a corporation organized under the laws of Argentina (“IRSA” and together with CRESUD, the “Issuers”) (such number of global depositary receipts, the “GDRs”); and the Pledgor is the holder of 72,995,697 subscription warrants to purchase shares of common stock of CRESUD (ticker name CRESW) (such subscription warrants, the “Warrants”, and together with such number of ADRs and GDRs required to be pledged pursuant to this Agreement and the Notes, the “Shares”);

WHEREAS, the Pledgor has executed and delivered a promissory note (as amended from time to time, the “Note”) in favor of the Lender, dated as of the date hereof, pursuant to which the Lender has made a loan to the Pledgor in an aggregate principal amount not to exceed U.S. $30 million (the “Loan”);

WHEREAS, it is a condition precedent to the Lender making the Loan under the Note that the Pledgor executes and delivers to the Lender a security agreement, pursuant to which the Pledgor pledges and grants a security interest in its Shares to the Lender; and

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

(a) Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Note and the other Loan Documents. As used in this Agreement, the following terms have the respective meanings set forth below:

“Collateral” has the meaning assigned to such term in Section 2.

“Collateral Account” shall mean the securities account (as defined in Section 8-501 of the UCC) maintained in the name of the Pledgor by the Custodian with the account number 768-66159-1-0-473 or any successor account or accounts (whether maintained by the Custodian or another financial institution), in or to which any Collateral is now or hereafter held or credited.

“Control” means “control” as defined in Section 8-106 and Section 9-106 of the UCC.

“Control Agreement” means an agreement among the Pledgor, the Lender and the Custodian pursuant to which the Lender obtains Control of the Collateral held in or credited to such Collateral Account.

“CRESUD Deposit Agreement” means that certain deposit agreement, dated as of March 18, 1997, among CRESUD, the Depositary and each owner and holder from time to time of ADRs.

“Custodian” means Citigroup Global Markets Inc. or any successor entity maintaining the Collateral Account.

“Depositary” means The Bank of New York.

“Deposit Agreements” means CRESUD Deposit Agreement and IRSA Deposit Agreement.

“DTC” means the Depository Trust Company.

“Guarantee” has the meaning assigned to the term in the Note.

“IRSA Deposit Agreement” means that certain deposit agreement, dated as of May 24, 1994, among IRSA, the Depositary and each owner and holder from time to time of GDR, as amended.

“Secured Obligations” means, collectively, (a) the principal and interest on the Loan and all other amounts from time to time owing to the Lender by the Pledgor under the Loan Documents (including all interest thereon), and (b) all other Obligations of the Pledgor to the Lender under the Loan Documents.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time.

“Stock Collateral” means: (i) the Shares; (ii) all dividends, shares, securities, cash, instruments, moneys or property (a) representing a dividend, distribution or return of capital in respect of any of the Shares or other property described in this definition, (b) resulting from a split-up, revision, reclassification, recapitalization or other similar change with respect to the Shares or other property described in this definition, (c)

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otherwise received in exchange for or converted from any of the Shares or other property described in this paragraph and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Shares or other property described in this definition; and (iii) in the event of any consolidation or merger in which any of the Issuers is not the surviving corporation, all shares of each class of the capital stock of the successor corporation formed by or resulting from such consolidation or merger that are exchanged for the Shares.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

(b) Rules of Construction.

(i) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision thereof, (iv) all references in this Agreement to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(ii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”.

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(iii) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(iv) In the event of any direct conflict between the express terms and provisions of this Agreement and of the Note, the terms and provisions of the Note shall control.

Section 2. The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Lender a security interest in all of the Pledgor’s right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”):

(a) the Stock Collateral;

(b) the Collateral Account and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and

(c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the Stock Collateral or proceeds thereof (including any cash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to any of the Issuers and any security entitlements with respect thereto); (ii) “Proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereof.

Section 3. Collateral Maintenance and Administration.

(a) The Shares shall have been credited to the Custodian by DTC and credited by the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons.

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(b) On and after the date hereof, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account.

(c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, upon written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest).

(d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing.

(e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender the amount of any taxes that the Lender may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien thereon.

(f) At all times prior to the foreclosure of any Shares by the Lender pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing, the Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement or any other Loan Document or any other instrument or agreement referred to therein; provided that the Borrower agrees that it will not vote the Shares in any manner that is inconsistent with the terms of this Agreement, or any other Loan Document. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender shall have no voting rights with respect to the Shares, except to the extent that the Lender buys any Shares in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of

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enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreement.

(g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note.

(h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Section 4. Representations and Warranties. The Pledgor represents and warrants to the Lender as of the date hereof, which representations and warranties shall be deemed repeated on each day on which that the Pledgor delivers Collateral hereunder:

(a) Perfection. By virtue of the execution and delivery by the Pledgor of this Agreement, with respect to (i) the Stock Collateral, when the Shares, the shares of common stock of CRESUD and IRSA underlying the ADRs and GDRs, respectively, certificates or other documents representing or evidencing the Stock Collateral (if any) are delivered to the Custodian in accordance with this Agreement, (ii) the Collateral Account, when a Control Agreement in substantially the form of Exhibit A hereto (or otherwise in form and substance satisfactory to the Lender) is executed by the Pledgor and the Custodian with respect to the Collateral Account, the security interest of the Lender in the Collateral will be valid, continuing and perfected with first priority and no “adverse claim” (as defined in Section 9-201(a)(1) of the UCC) in respect of the Stock Collateral or any security entitlements thereto that may be asserted by the Lender.

(b) Ownership, Liens and Priority. The Pledgor is the legal and beneficial owner of the Collateral (or in the case of financial assets from time to time credited to the Collateral Account the beneficial owner thereof), has rights in or the power to transfer each other item of Collateral in which a security interest is granted hereunder, free and clear of any other security interest and no security interest exists or will exist upon such Collateral at any time, except for the pledge and security interest in favor of the Lender created or provided for in this Agreement.

(c) Status of Pledged Shares. Both the Shares and the shares of common stock of CRESUD and IRSA underlying the ADRs and GDRs are (i) duly authorized and validly existing and (ii) fully paid and non-assessable and none of the Stock Collateral or the Shares are or will be subject to any legal or contractual restriction, or any restriction under the Organization Documents of each of the Issuers or under the Deposit

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Agreements or any other agreements, upon the pledge of the Shares hereunder, other than those arising under the Securities Act. The Pledgor’s holding period for the Shares, determined as provided in Rule 144 under the Securities Act, commenced six months or, if the issuer of such Shares is not subject to the reporting requirements of the Securities Exchange Act of 1934, one year. The pledge of the Shares hereunder constitutes a bona fide pledge with full recourse to the Pledgor. Assuming the Lender is not an “affiliate” of the Issuers within the meaning of the Securities Act by virtue of any relationship other than those arising out of or relating to the Loan Documents, upon the Lender’s enforcement of its rights hereunder following the occurrence of an Event of Default, the transfer of the Shares pursuant to the terms hereof will not require registration under the Securities Act or be subject to any other legal or contractual restriction, or any restriction under the Organization Documents of each of the Issuers and/or the Deposit Agreements.

(d) Jurisdiction of Organization, Chief Executive Office. The Pledgor’s jurisdiction of organization is the Oriental Republic of Uruguay, with the legal name as set forth in the preamble hereto, and the location of the Pledgor’s chief executive office or sole place of business is Inversiones Financieras del Sur S.A., c/o Mr. Saul Zang, Ruta 8 km 17.500, Edificio 3, Local 004, Zonamérica, República Oriental del Uruguay.

Section 5. Covenants. In furtherance of the pledge and grant of security interest pursuant to Section 2, until such time as all Secured Obligations have been paid in full, the Pledgor hereby agrees with the Lender as follows:

(a) The Pledgor agrees to take such other action and hereby authorizes the taking of such action by the Lender or its agents and assigns, at any time and from time to time as the Lender may reasonably request to duly record the security interest created under this Agreement in the Collateral, at the sole expense of the Pledgor, including executing, delivering, filing and/or recording, in such locations and jurisdictions as the Lender shall specify, any financing statement under the UCC or similar laws, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Collateral Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Lender to exercise and enforce its rights under this Agreement with respect to such security interest, including executing and delivering or causing the execution and delivery of a Control Agreement with respect to the Collateral Account and causing any or all of the Stock Collateral to be transferred of record into the name of the Lender or its nominees.

(b) Without the prior written consent of the Lender, the Pledgor shall not, after the date hereof, file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Lender is not named as the sole secured party. The Pledgor shall not create or suffer to exist any lien upon or with respect to any Collateral (except for liens arising in the ordinary course under operation of law).

(c) The Pledgor shall not sell, transfer or assign any Collateral, other than as provided in Section 3(g), or enter into any agreement or undertaking that restricts the

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Pledgor’s ability to sell, transfer or assign any Collateral. The Pledgor shall not close the Collateral Account or transfer any Collateral held therein or credited thereto without (i) obtaining the prior written consent of the Lender and (ii) entering into such agreements as the Lender may in its sole discretion require to ensure the continued priority and perfection of its lien on such Collateral.

(d) Without at least twenty (20) days’ prior written notice to the Lender, the Pledgor shall not (i) maintain any of the Pledgor’s books and records with respect to the Collateral at any office, or maintain the Pledgor’s place of business (or, if the Pledgor has more than one place of business, the Pledgor’s chief executive office) at any place other than at the address indicated in the Note or (ii) change the Pledgor’s name, or the name under which the Pledgor does business, or the form or jurisdiction of the Pledgor’s organization from the name, form and jurisdiction set forth of this Agreement.

Section 6. [Intentionally Omitted]

Section 7. Remedies.

(a) In addition to the rights and remedies specified herein, the Lender shall have all of the rights and remedies with respect to the Collateral of a “secured party” under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies under this Agreement may be asserted.

(b) Subject to the limitations set forth below in this Section 7, at any time that an Event of Default has occurred and is continuing, the Lender shall be entitled to do any or all of the following (to the fullest extent permitted under the laws in effect in any jurisdiction where any right or remedy under this Agreement may be asserted):

(i) Deliver or cause to be delivered from the Collateral Account to itself or to an affiliate, the Shares and exercise any options or rights granted under the Warrants;

(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, in its own name, in the name of the Pledgor or otherwise; provided, however, that the Lender shall have no obligation to take any of the foregoing actions; and

(iii) Sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places and at such time or times as the Lender deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, upon such terms and conditions as it deems advisable, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable Law and cannot be waived), and the Lender may be the

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purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by Law, at one or more private sales) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

(c) The Pledgor further recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities Laws, the Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit each of the Issuers thereof to register it for public sale.

(d) The Pledgor agrees and acknowledges that the ADRs are customarily sold on the Nasdaq National Market, which is a recognized market, within the meaning of Section 9-610 of the UCC.

(e) The Pledgor agrees and acknowledges that the GDRs are customarily sold on the New York Stock Exchange, which is a recognized market, within the meaning of Section 9-610 of the UCC.

(f) The Pledgor agrees and acknowledges that the Warrants are customarily sold on the Nasdaq National Market, which is a recognized market, within the meaning of Section 9-610 of the UCC.

(g) If the Lender shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section 7, the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its own expense:

(i) execute and deliver, or cause each of the Depositaries and/or the officers and directors of each of the Issuers to execute and deliver, to any Person or Governmental Authority as the Lender may choose, any and all documents and writings which, in the Lender’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any Governmental Authority located in any city, county, state or country where the Pledgor or each of the Issuers engage in business, in order to transfer or to more effectively transfer the Collateral or otherwise enforce the Lender’s rights hereunder; and

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(ii) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable Law.

(h) Except as otherwise expressly provided in this Agreement, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash held by the Lender following an Event of Default, shall be applied by the Lender:

(i) First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Lender, including the fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Lender in connection therewith;

(ii) Next, to the payment in full of the Secured Obligations; and

(iii) Finally, to the payment to the Pledgor or as a court of competent jurisdiction may direct, of any surplus then remaining.

As used in this Section 7(g), “proceeds” of Collateral means cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment of debt of the Pledgor or any issuer of any of the Collateral.

(i) The Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 7 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 7 may be specifically enforced.

(j) THE PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE LENDER DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION 7; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY LAW NOW EXISTING OR HEREAFTER ENACTED; (iii) ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE; AND (iv) ANY RIGHT TO REQUIRE THE LENDER TO PROCEED AGAINST OR EXHAUST ANY SECURITY HELD FROM THE PLEDGOR OR TO PURSUE ANY OTHER REMEDY IN THE LENDER ‘S POWER WHATSOEVER.

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(k) If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 7 are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Pledgor shall remain liable for any deficiency.

(l) Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Lender while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default the Lender is hereby appointed the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Section 7 and taking any action and executing any instruments that the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Lender shall be entitled under this Section 7 to make collections in respect of the Collateral, the Lender shall have the right and power to receive, endorse and collect all checks made payable to the order of the Pledgor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

Section 8. Security Interest Absolute. All rights of the Lender hereunder, the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder, shall be absolute, irrevocable, and unconditional irrespective of:

(a) any claim as to the genuineness, validity, regularity or enforceability of the Note or any such other instrument or agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing;

(b) any claim as to the genuineness, validity, regularity or enforceability of each Deposit Agreement;

(c) any change in the time, manner or place of payment of, or in any other term of, all of or any of the Secured Obligations, or any other amendment, modification, extension or waiver of or any consent to any departure from the Note or any such other instrument or agreement relating to any of the foregoing;

(d) any amendment to each of the Deposit Agreements;

(e) any change in the corporate existence, structure or ownership of any of the Issuers of the Shares, or any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting any of the Issuers or their assets;

(f) any law, rule, regulation, decree or order of any jurisdiction, any change in any of the foregoing, or any other event, affecting any term of any Secured Obligation or Lender’s rights with respect thereto, to the extent permitted by law;

(g) the occurrence of any Event of Default under the Note;

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(h) any exchange, substitution, impairment, release or non-perfection of Lender’s security interest in any other Collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations;

(i) any failure by Lender or any other Person, whether or not without fault on its part, to perform or comply with any of the terms of the Note or any such other instrument or agreement relating thereto;

(j) the absence of any action to enforce this Agreement or the Note;

(k) the lack of authority of the Pledgor to execute or deliver any agreement to which it is a party;

(l) any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting the Pledgor, any of the Collateral or any part thereof, or any other Person;

(m) any rights acquired by way of subrogation under this Agreement or by any payment made hereunder or otherwise until the Secured Obligations are fully satisfied and the termination of the Note and any other agreements providing for the extension of credit;

(n) the existence, value or condition of, or failure to perfect its lien against, any security for the Obligations or any action, or the absence of any action, by Lender in respect thereof (including, without limitation, the release of any such security); or

(o) any other circumstance whatsoever that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all Obligations).

Section 9. Miscellaneous.

(a) Notices. All notices and other communications provided for herein shall be made as provided in the Note.

(b) No Waiver; Cumulative Remedies. No failure by the Lender to exercise, and no delay by the Lender in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

(c) Amendments, Etc. No amendment or waiver of any provision of this Agreement and no consent to any departure by the Pledgor therefrom, shall be effective

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unless in writing signed by the Lender and the Pledgor, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(d) Expenses. The Pledgor agrees to reimburse the Lender and the Lender for all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel) in connection with any Event of Default under the Note and any enforcement or collection proceeding resulting therefrom, including all manner of participation in or other involvement with (i) performance by the Lender of any obligations of the Pledgor in respect of the Collateral that the Pledgor has failed or refused to perform, (ii) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Lender in respect thereof, by litigation or otherwise, (iii) judicial or regulatory proceedings and (iv) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), and (v) the exercise or enforcement of any rights of the Lender under this Agreement, including this Section 9(d), and all such costs and expenses shall be Secured Obligations entitled to the benefits of the security interest granted herein.

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Pledgor and the Lender (provided, however, that the Pledgor shall not assign or transfer the Pledgor’s rights or obligations under this Agreement without the prior written consent of the Lender; and provided, further, that Lender may not assign its rights and obligations under this agreement without the consent of the Pledgor, except in the case of an assignment to one of its affiliates).

(f) Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and either of the parties hereto may execute this Agreement by signing any such counterpart; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT AS MAY BE REQUIRED BY THE UCC.

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(h) WAIVER OF MARSHALING. EACH OF THE PLEDGOR AND THE LENDER ACKNOWLEDGES AND AGREES THAT IN EXERCISING ANY RIGHTS UNDER OR WITH RESPECT TO THE COLLATERAL: (A) THE LENDER IS UNDER NO OBLIGATION TO MARSHAL ANY COLLATERAL; (B) THE LENDER MAY, IN ITS ABSOLUTE DISCRETION, REALIZE UPON THE COLLATERAL IN ANY ORDER AND IN ANY MANNER IT SO ELECTS; AND (C) MAY, IN ITS ABSOLUTE DISCRETION, APPLY THE PROCEEDS OF ANY OR ALL OF THE COLLATERAL TO THE SECURED OBLIGATIONS IN ANY ORDER AND IN ANY MANNER IT SO ELECTS. EACH OF THE PLEDGOR AND THE LENDER WAIVES ANY RIGHT TO REQUIRE THE MARSHALING OF ANY OF THE COLLATERAL.

(i) SUBMISSION TO JURISDICTION. THE PLEDGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PLEDGOR AND THE LENDER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PLEDGOR AND THE LENDER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(j) WAIVER OF VENUE. THE PLEDGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (I) OF THIS SECTION. EACH OF THE PLEDGOR AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(k) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN THE NOTE. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(l) WAIVER OF SOVEREIGN IMMUNITY. TO THE EXTENT THAT THE PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PLEDGOR, AS THE CASE MAY BE, HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS TO THE EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PLEDGOR AGREES THAT THE WAIVERS SET FORTH IN THIS SECTION 8(L) SHALL HAVE FORCE AND EFFECT TO THE FULLEST EXTENT PERMITTED UNDER THE FOREIGN SOVEREIGN IMMUNITIES ACT OF 1976 OF THE UNITED STATES AND ARE INTENDED TO BE IRREVOCABLE FOR PURPOSES OF SUCH ACT.

(m) Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(n) Termination. When all Secured Obligations shall have been paid in full, this Agreement shall terminate, and the Lender shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. The Lender shall also, at the expense of the Pledgor, execute and deliver to the Pledgor upon such termination such Uniform Commercial Code termination statements and such other documentation as shall be reasonably requested by the Pledgor to effect the termination and release of the liens on the Collateral.

(o) Reinstatement. The Pledgor further agrees that if any payments made by the Pledgor or the Guarantor or other person and applied to the Secured Obligations are at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or the proceeds of any

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Collateral are required to be returned under any law, then, to the extent of such payment or returned proceeds amount, any security interest or Collateral securing such amount shall be and remain in full force and effect as if such payment had never been made.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

INVERSIONES FINANCIERAS DEL SUR S.A.,
as Pledgor

By:

Name:

Title:

BALDWIN ENTERPRISES, INC., as Lender

By:

Name:

Title:

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