LETTER OF INTENT AGREEMENT

Transation code: Buyer„s code: Seller„s code: LETTER OF INTENT / AGREEMENT To: te Trust Date: 2008 I, Claude Gobbo, for and on behalf of Hartford Holding Corporation, as authorized signatory, under penalty of perjury of law, hereby confirm with full legal responsibility, that we are ready, willing and able to purchase financial instruments denominated as MTNs，derived from legal sources and of non-criminal origin through our banking resources under the terms and conditions stated herein . BANK INSTRUMENT DESCRIPTION Instrument Term Interest Rate : MTNs，European Community with Top 10 Banks : Ten (10) years and One (1) day，with extensions and rollovers. : SEVEN AND ONE HALF (7.5%) PERCENT AND PAID ANNUALLY IN ARREARS. Age Credit rating Screen Issuing Bank Currency Total Amount First Tranche Subs. Tranches Invoice Price Consultant Fees Payment Electronic Delivery : Fresh Cut. : Rated as “AA” by Standard and Poors, or better. : Registration Numbers on Euroclear : MTNs, European Community with Top 10 Banks : EUROS : 50 BILLION EUROS (EUROS 50,000,000,000.00) with Rolls and Extensions. : EUROS 500.000.000.00 (Five Hundred Million EUROS) : EUROS 1,000.000.000.00 (One Billion EUROS) : TWENTY Four Percent (24%) of Face Value plus Commission. : One percent (1.0 %) of Face Value of each and every bank instrument transacted. : SWIFT Wire Transfer : EUROCLEAR Delivery : (1) Original Hard Copies bonded couriered bank-to-bank within Seven (7) International banking days per Buyer’s Bank instruction. (2) Bank Commercial Invoice, Five (5) original copies. (3) Safe Keeping Receipt. Seller’s initial Page 1 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: (4) Payment Certificate issued by Federal Reserve of America. (5) Statement Certificate issued by Federal Reserve of America. (6) Confirmation and Acknowledgement Certificate issued by U.S. Treasury. Proof of Funds: By Pre-advise swift message. PROCEDURES : 01. Buyer sends Letter of Intent (This Document) with full banking, including the below attachments: 01.A – Draft Text of the conditional SWIFT MT 103 Message ( See Annex – 01), 01.B - Corporate Resolution ( See Annex – 02), 01.C - Client Information Sheet ( See Annex – 03), 01.D - Enlarged color copy of Signatory’s Passport ( Annex – 04 ) and, 01.E - Master Fee Protection Agreement for 1.0 % (one percent) ( See Annex – 05). 01.F – Authorization to Verify (see Annex - 06) or pre advise via SWIFT MT 799 02. Within usually Three (3) banking day after receiving the complete documentation, the LOI will be countersigned by the PROVIDER and separately the receipt will be confirmed officially with a letter to the Buyer. With this letter Banking Coordinates of one of the Clearing Banks of the Provider/Seller will be released. And this LOI shall become a legal and binding “Sale – Purchase Agreement” between Buyer and Seller. 03. Upon the LOI/Contract is signed by both Parties involved, within one banking day, will instruct Branch in 1 in ________ to send the conditional SWIFT MT 103 (Annex – 01) to Provider’s Bank, confirming conditional payment instrument upon receipt of the full Certified Invoice and authentication of the instruments. 04. After having received the SWIFT Pre-advise letter from Buyer’s Bank, the provider’s Bank will send a screenable (Euroclear) Bank Certified Invoice containing Cusip / Registration Numbers, ISIN numbers, Issuing Bank, Date of Issue and Maturity, Denominations, Text of Instrument, Custodial Safe Keeping Number, Euroclear Screen Access Codes, full bonding power information and payment instructions for the first tranche. _______Bank Branch will verify, authenticate and validate the instruments by an exchange of KTT or SWIFT wire directly with the invoicing bank and / or the issuing bank. Seller’s initial Page 2 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: 05. Within 8 (Eight) International Banking Hours after verification, validation and authentication of the screenable banking certified invoice for the instrument the (bank) Branch accepts the instruments for and on behalf of its client and immediately effect the payment to the Provider’s designated banking coordinates by SWIFT wire transfer. Upon receipt of the funds via electronic transfer, the provider’s bank shall immediately deliver the safe keeping receipts. Physical delivery of the actual instruments will be made within 7 (seven) international banking days to the buyer’s bank or other such depository designated in the ____bank ____ Branch delivery instructions. 06. 07. will execute the payment of One percent (1.0 %) consultant fees by SWIFT wire transfer as per payment instruction attached herewith (See Annex – 05) . 08. Following tranches will be executed as repeat of steps “04”, “05”, “06”, and “07” until the contracted amount of MEDIUM TERM NOTES are exhausted. Buyer’s Full Banking Coordinates ( please be informed ) Bank Name : Bank Address : SWIFT Code : Euroclear No : Name of officer : Bank telephone number: Bank telefax number : Account No. : Account Holder : ( ) Seller’s initial Page 3 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: Seller’s Correspondent Banking Coordinates Seller’s Full Banking Coordinates ( TBP ) SPECIAL TERMS & CONDITIONS Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure involving any bank concerned in this transaction will result in the immediate cancellation of this transaction and subject the violating party responsible for damages. This Corporate Offer is a full recourse commercial commitment governed by the laws of the jurisdictions in which both parties reside and standards under ICC Regulations. The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C. Publication #458) is hereby incorporated in and made an integral part of this document. Both parties are responsible for their own institutional costs. Each Party, individually and separately accept liabilities for taxes, imposts, levies, duties or charges that might be applicable in the execution of the transaction. Both parties hereby affirm and attest that each has the authority to accept and execute this full legal contract and to be bound by its terms and conditions. Banking coordinates shall be kept strictly confidential and shall not be reproduced or used in any manner whatsoever the reason is other than using such details for the proper conducting the above coded transaction. The transaction code, as named on top of each page will appear on all communication between the parties as well as between their respective bank communications. This transaction code shall remain unchanged until the transaction is fully completed including for any extensions, additions and/or roll-overs. Facsimile copies of this document when fully executed are to be considered original and binding. Seller’s initial Page 4 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: This Letter of Intent is binding to the parties upon acceptance. All matters, regarding collections, payments and delivery of documents which are not mentioned in this LOI/Contract will be conducted in accordance with the normal banking practices and procedures. This transaction constitutes a private placement for the purchase and sale of bank instrument, conducted between Two (2) principal entities to be defined by contract and as such, is not intended to be nor shall be interpreted as a securities transaction as defined by the U.S. Securities Act of 1933/1934 or as amended by law or any other nation. I hereby acknowledge and confirm that neither the Collateral Provider nor their associates, nor any person on their behalf solicited me in any way whatsoever that can be construed to be a solicitation herein. For and on behalf of Hartford Holding Corporation Claude Gobbo Signatory Mandate Passport No.: F 28556 _____________________ Date: October 4 , 2008 th I, the undersigned, as a Seller of the Instruments mentioned in the Buyer’s LOI as outlined above, hereby confirm and acknowledge my receipt and acceptance. Therefore, I hereby confirm with full authority that the above terms are agreed and acceptable. And, the Provider’s/Seller’s Bank coordinates is attached herewith as separate acknowledgement letter in order to enable your (Buyer) bank to send the pre-advise letter and receive the full Certified Invoice of the instruments for the settlement. Seller’s initial Page 5 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: For and on behalf of Claude G Signatory Mandate Passport No.: F 28556 _____________________ Date: , 2008 Seller’s initial Page 6 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: ANNEX 01 DRAFT TEXT OF AN ACCEPTABLE BANK – TO - BANK FUNDING INSTRUMENT - CONDITIONAL S.W.I.F.T. MT 103 TO : (NAME OF SELLER'S BANK) (BANK ADDRESS.........) ATTENTION ACCOUNT # ACCOUNT NAME SWIFT CODE FROM ATTENT ACCOUNT # ACCOUNT NAME SWIFT CODE REFERENCE TRANSACTION CODE: : : (SELLER'S BANK MANAGER) (SELLER'S BANK ACCOUNT NUMBER) : (NAME OF THE ACCOUNT HOLDER) : : : : : : : .................... SWIFT CODE OF SELLER'S BANK Bank Branch WE , _________BANK BRANCH, HEREBY PRESENT OUR IRREVOCABLE, TRANSFERABLE, ASSIGNABLE, DIVISIBLE AND CALLABLE CASH BACKED S.W.I.F.T. WIRE IN YOUR FAVOUR FOR THE ACCOUNT OF .....(NAME OF SELLER/PROVIER)... WITH AN ACCOUNT NUMBER..(SELLER'S/PROVIDER‟S ACCOUNT NUMBER). IN THE INITIAL AMOUNT OF EURO $ 50,000.000.000 (FIFTY BILLION EURO$) AGAINST AN AUTHENTICATED EURO$50,000.000.000 (FIFTY BILLION EURO$) FACE VALUE BANK DEBENTURE INSTRUMENT AS SPECIFIED HEREIN, SUBJECT TO AUTHENTICATION, FOR VERIFICATION OF REGISTRATION AND CUSIP NUMBERS CORRESPONDING WITH THE CALLABLE CUSTODIAL SAFEKEEPING RECEIPTS FOR PHYSICAL DELIVERY TO BE MADE WITHIN 7 (SEVEN) INTERNATIONAL BANKING DAYS AFTER RECEIPT OF INVOICED FUNDS, AND SUBSEQUENT AMOUNTS AS HEREIN CONTAINED. WE HEREWITH CONFIRM THAT THE FUNDS ARE GOOD, CLEAN, CLEARED, LEGALLY EARNED AND OBTAINED WITH NON-CRIMINAL ORIGIN. THIS IRREVOCABLE CONDITIONAL S.W.I.F.T. WIRE IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE ON ....(BUYER'S BANK NAME ) .... FOR CASH PAYMENT UPON OUR VERIFICATION AND AUTHENTICATION FOR THE GUARANTEE AND DELIVERY OF THE FOLLOWING AUTHENTICATED BANK INSTRUMENT(S) : Seller’s initial Page 7 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: 01. TYPE OF INSTRUMENT : MTNs，EUROPEAN Community with Top 10 Banks 02. TERM TO MATURITY 03. RATE OF INTEREST 04. AGE/ISSUE DATE 05. CURRENCY 06. EMISSION PRICE 08. TOTAL AMOUNT 09. FIRST TRANCHE 10. OTHER TRANCHES : TEN (10) YEARS AND ONE DAY FROM THE DATE OF ISSUE. : 7.5% OF THE FACE VALUE PER ANNUM. : FRESH CUT : EUROS : 24% OF FACE VALUE OF EACH & EVERY TRANCHE. : EUROS 50,000,000,000.00 (FIFTY BILLION EURO Dollars) : EUROS 500,000,000 (FIVE HUNDRED MILLION EURO Dollars) : ACCORDING TO AGREEMENT BETWEEN YOUR AND OUR BANK, BUT IN ANYWAY NOT LESS THAN " EUROS 1,000.000.000 (ONE BILLION EURO‟s) EACH. 11. ISSUING BANK : “AA” OR BETTER STANDARDS & POOR RATED WEST EUROPEAN BANKS 12. DELIVERY PLACE : HARD COPY ORIGINAL SHALL BE DELIVERED TO OUR ADDRESS AT: ……………………………………………………… 13. SPECIFIC DETAILS OF THE INSTRUMENTS ITEM -------01. 02. 03. ISSUING BANK -----------------FACE VALUE --------------CUSIP NBR -----------ISIN NBR BG NBR ----------- ------------- IT IS AGREED AND UNDERSTOOD THAT THE AUTHENTICATION AND VERIFICATION WITH THE ISSUING BANK AND THE DELIVERY OF THE ABOVE DESCRIBED BANK INSTRUMENT COMPLETES THE TOTAL OBLIGATION OF ....(NAME OF PROVIDER‟S BANK).... AND YOUR ACCOUNT HOLDER, AND PAYMENT SHALL BE MADE AS INDICATED ABOVE IN CASH BY S.W.I.F.T. WIRE TRANSFER. ALL COMMUNICATION BETWEEN BANKS AND ALL DOCUMENTS RELATED TO THIS TRANSACTION SHALL CLEARLY REFERENCE THE CODES DESIGNATED ABOVE, WHICH CODES SHALL NOT BE ALTERED OR CHANGED FOR THE DURATION OF THIS BANK INSTRUMENT, INCLUDING ALL ADDITIONS AND EXTENSIONS. THIS IS AN OPERATING BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS AND IS VALID FOR 10 (TEN) BANKING DAYS FROM THE DATE OF ISSUE AND UPON RECEIPT OF YOUR BANK INVOICE AS INDICATED ABOVE, THIS Seller’s initial Page 8 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: BANK INSTRUMENT SHALL REMAIN VALID, BINDING AND IN FULL FORCE UNTIL THE COMPLETION OF THIS PURCHASE TRANSACTION, INCLUDING SUCCEEDING ADDITIONS AND EXTENSIONS. WE HEREBY EXPLICITLY AUTHORIZE YOU TO RELEASE THE BENEFICIARY ACCOUNT HOLDER A COPY OF THIS PURCHASE INSTRUMENT. NAME OF THE BANK BY AUTHORIZED SENIOR BANK OFFICER (NAME AND TITLE) BY AUTHORIZED SENIOR BANK OFFICER (NAME AND TITLE) Seller’s initial Page 9 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: Annex 02 CORPORATE BOARD RESOLUTION This is to certify that a special meeting of the Board of Directors of ___________________, duly called for and attended at the registered address ______________________________ held September____, 2008, a quorum was present and the following resolutions had been unanimously adopted to wit: RESOLVED, that Mr. ____________________, being the Representative of the Company and holder of Passport No.____________, is hereby given full power and authority to represent, to act and to sign for and in behalf of the Corporation, to acquire bank instruments, avail of loan facilities, secure funds and enter into Memorandum of Agreements, Joint Venture Agreements and contracts pertaining to financial support of the company and to use such full power and authority to discuss and arrange with banking institutions and/or private financial institutions, enter into joint agreements and financial enhancement program agreements and pertaining to financial activities of the company and to act legally for and in behalf of the Company. RESOLVED FURTHER, that he is fully authorized to act individually to execute all necessary documents in behalf of the Company in connection with managed buy of Bank Instruments and to effect the opening of an operation accounts on behalf and for the benefit of the Company at any Bank(s) he shall select and be a signatory thereon to accept and disburse funds there from at his discretion and determination, and to execute investment or deposit contracts with his selected sources and banks with respect to the Company‟s deposit and for the best interest of the Company. RESOLVED FURTHER, that Mr. _______________, as, Representative of the Company is hereby certified being authorized and directed certified that these foregoing resolutions and provisions thereof are in conformity with the charter, by-laws and articles of the incorporation of the company and that the foregoing resolutions and authority September______, 2008. thereby conveyed shall remain in full force and effect beginning Seller’s initial Page 10 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: It is further certified that any facsimile or photocopy of this Board Resolution shall be regarded as the original copy and shall as such be deemed accepted by anybody for all its powers, purposes and intent that may best serve the best of the Company. THEREBY BEING NO MORE FURTHER BUSINESS TO DISCUSS A MOTION WAS DULY MADE, SECONDED AND UNANIMOUSLY VOTED THE MEETING WAS ADJOURNED. IN WITNESS WHEREOF, I have hereunto set my hand and seal this Certification of the above Resolutions and Provisions, this October______, 2008 ____________ Name : Title: Chairman Passport No: Country : _________________________ Name: Title: Corporate Secretary Passport No: Country : Seller’s initial Page 11 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: ANNEX 03 COMPANY LETTERHEAD WITH ADDRESS PRIVATE & CONFIDENTIAL CLIENT INFORMATION FORM All instructions have to be given to the bank to ensure timely execution - of the mandate – of obligations concerning identity of the buying bank, other parties and beneficial owner as established in articles 2,3,4 and 5 under due diligence section part of the Federal Banking Commission paper of December, 1991. The paper is concerned with prevention of money laundering and article 305 of the terms of the Swiss criminal code. When the purchaser or investor‟s wishes are promoted or introduced to the bank, all undertakings and client information have to be given to the bank, including origin of funds which are deposited with the bank. All parties mutually confirm complete protection of sources and documentation as formulated in the convention of the “International Chamber of Commerce”, Paris (IIS- Paris 1983). All parties are obliged to respect professional accuracy and take all appropriate precautions to protect the confidentiality of the information they hold. Please enclose / attach copy of passport. Transaction Code : ………………….. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Nationality : Passport Number Client Signatory Name Date of Birth Passport Issue Date : : : : : Full Home Address : Home Telephone Number Home Fax Number Mobile Number Business Address Business name Business registration No Registered office Position / Title Business Fax number Business Tele Number Nature of Business Legal Advisor Name of Bank Account Name : : : : : : : : : : : : : Seller’s initial Page 12 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: 21. 22. 23 24 25. Account Number : : Name of Accredited Signatories Allocated Sum : Are Funds Free of Liens and encumbrances Special Instruction : : YES Medium Term Notes Funds are available for purchasing under the Transaction Code : ………………….. as per our LOI with the same code. 26. 27. Date Main client Signature as indicated on point 21 : : I / We, _________________________________ of ______________________________ ________________________________hereby swear and attest under penalty of perjury by my signature that all of the information contained in this document (client information form) is true and accurate. The signatory – ----------------------- – to this form has agreed to apply all the information without solicitation and of their own free will and subsequently will receive the outcome of his wishes. A facsimile copy of this form is as valid as the original and legal. _____________________________ on behalf of Signatory: ___________________________ Witness / Notary (Public): Mr. -----------------------------------, Phone Number:--------------------------- Address: Signed this day of ___________2008 Corporate / Personal Seal: Seal: Seller’s initial Page 13 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: Annex 04 Enlarged color copy of Signatory’s Passport Seller’s initial Page 14 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: ANNEX 05 On Buyers letterhead CONSULTING FEE PROTECTION AGREEMENT …….., 2008 BUYER‟S TRANSACTION CODE: THE UNDERSIGNED DOES HEREBY IRREVOCABLY GUARANTEE WITH FULL CORPORATE RESPONSIBILITY UNDER PENALTY OF LAW TO PROVIDE A FEE PROTECTION TO THE BELOW NAMED INDIVIDUALS FOR EACH AND EVERY TRANCHE OF SAID NOTED TRANSACTION. THIS ALSO APPLIES TO ANY ROLLS AND EXTENSIONS AND SAID CONSULTING FEE TO BE PAID AS FOLLOWS: CONSULTING FEE Sell Side: (Closed) Fee Amount of 0.50% of 1.0% to be paid out at closing of each and every tranche & R & E to: ONE PERCENT (1.0%) OF THE FACE AMOUNT Buy Side: Fee Amount of 0.50% of 1.0% to be paid out at closing of each and every tranche & R & E to: BUYER SIDE GROUP 1 (33% of 1%) :( Single Paymaster Allowed) (Closed) - Bank Name: Banco Santander Central Hispano. - Bank Address: Sucursal 1555/Oficina Internacional. Pº de la Castellana, 24. 28046-MADRID - Account Name: David Perez - Euros Account Nº IBAN: ES06 0049 1555 1120 9002 9481. - USD Account Nº IBAN: ES17 0049 1555 1428 1016 6157. - Bank Officer: Ignacio Perez - Swift: BSCHHESMM BUYER SIDE GROUP 2 (33% of 1%) :( Single Paymaster Allowed) PAYMASTER’S Name is: Bank Name Account No. S.W.I.F.T. Code Bank Address Officer Bank Fax Account Name Beneficiary : : : : : : : : Seller’s initial Page 15 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: BUYER SIDE GROUP 3 (34% of 1%) :( Single Paymaster Allowed) PAYMASTER’S Name is: Bank Name Account No. S.W.I.F.T. Code Bank Address Officer Bank Fax Account Name Beneficiary : : : : : : : : For the Buyer: For the Seller: _______________________ Signature Name: Title: Passport: Date: _____________________________ Signature Name: Title: Passport: th Date: October 8 Seller’s initial Page 16 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: BUYER BANK ENDORSEMENT We hereby acknowledge and confirm this Master Fee Protection Agreement & Irrevocable Pay Order shall be lodged to our bank and it shall be executed upon commencement of the above referenced transaction. Bank Officer Name Title: Bank Name: Bank seal Bank Office Name Title: Bank Name: Bank seal Seller’s initial Page 17 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: < Notary Public > THE ABOVE DOCUMENT WAS ACKNOWLEDGED BEFORE ME THIS _____ DAY OF ____________ 2008, BY (NAME OF NOTARY) __________________, IN THE CITY OF _____________________, STATE OF __________________, COUNTRY OF ____________________________. MY COMMISSION EXPIRES: __________________. WITNESS BY MY HAND AND OFFICIAL SEAL: ________________________ (PRINT NAME OF NOTARY) BUYER’S REPRESENTATIVE FOLLOWS BUYER’S REPRESENTATIVE PASSPORT COPY Seller’s initial Page 18 of 19 Buyer’s initial Transation code: Buyer„s code: Seller„s code: ANNEX 06 On Buyers letterhead AUTHORIZATION TO VERIFY BANK ACCOUNT I, _______________, for and on behalf of ____________, a Company registered in the _________, as authorized signatory, under penalty of perjury of law, hereby confirm with full legal responsibility, give the authorization to Truvate Trust AG, Director Charles d’Entremont to verify the following account. Buyer’s Full Banking Coordinates BANK NAME: BANK ADDRESS: BANK OFFICER NAME: BANK TELEPHONE NO: ACCOUNT NAME: BENEFICIARY: ACCOUNT NUMBER: SWIFT CODE: ________________________ Authorized Buyer signature END OF CONTRACT Seller’s initial Page 19 of 19 Buyer’s initial