1368195--4/20/2010--Aegean_Earth_&_Marine

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Risks Related to our Business We will require additional capital to pursue our business plan. We may experience difficulties in integrating the businesses of Temhka S.A. with Aegean Earth S.A. which may adversely affect our financial performance. Our future success depends on retaining its existing key employees. Our quarterly operating results may be volatile in the future Our Chief Operating Officer and Executive Chairman and our Chief Executive Officer reside outside of the United States and all of our assets are located outside of the United States, which could make it difficult to enforce potential civil liabilities and judgments. You may not be able to enforce your claims in the Cayman Islands or Greece. Difficult conditions in the worldwide and European economy, particularly the Greek economy, may adversely affect our ability to complete acquisitions, receive additional financing, and may decrease the number of projects available for us to bid. An integral part of our business plan involves acquisitions, which may or may not be completed. Our success depends upon our ability to successfully bid and timely complete construction projects, which involves a high degree of risk. The construction business is subject to a number of risks outside of our control. Product liability litigation and claims that may arise in the ordinary course of our business may be costly and could adversely affect our business. We are subject to governmental regulations that may limit our operations, increase our expenses or subject us to liability. Increased insurance risk could negatively affect our business. The construction industry is highly competitive. Risks Related to Investing in Greece Temhka S.A. s business is highly dependent upon the continued availability of government grants. Risks Related to our Ordinary Shares If we are a controlled foreign corporation, you may be subject to certain adverse U.S. federal income tax consequences, including having to include undistributed earnings in your gross income and/or not being able to take advantage of capital gains treatment in a sale of ordinary shares. If we are considered to be a Passive Foreign Investment Company, you may be subject to certain adverse U.S. federal income tax consequences. There is presently no active trading market for our Ordinary Shares. The concentration of ownership of our ordinary shares with insiders and their affiliates is likely to limit the ability of other shareholders to influence corporate matters. Because we do not intend to pay dividends, holders of our ordinary shares must rely on stock appreciation for any return on their investment. Our ordinary shares are subject to the Penny Stock rules of the SEC and the trading market in our shares is limited, which makes transactions in our ordinary shares cumbersome and may reduce the value of an investment in our ordinary shares. As an issuer of penny stock the protection provided by the federal securities laws relating to forward-looking statements does not apply to us and as a result we could be subject to legal action. Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price. If we fail to comply with Section 404 of the Sarbanes-Oxley Act of 2002 our business could be harmed and our stock price could decline. We may not be able to achieve secondary trading of our ordinary shares in certain states because our ordinary shares are not listed for trading on a national securities exchange.

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1368195--4/20/2010--Aegean_Earth_&_Marine_CORP