Gross Profit: Difference buy/sell 33%-36%

Amount: Minimum US$ 500 million ( only for the first tranche ) 

Transactions:US$100 million with extensions.

The transaction buy / sell of MTN's will be handled simultaneously with a time difference of 8 international banking hours between buy and sell. 

The net profit for the investor: 

Per transaction: appr. US$70 million ( USD seventy million ) 

Contract with 100 transaction: appr. US$ 7 billion (seven billion UDS ) 

MEDIUM TERM SENIOR BANK DEBENTURE NOTES (MTN'S)

1.1SUMMERY: 

WITH MINIMUM USD $500 MILLION UNITED STATES DOLLAR, THE INVESTOR WILL ENTER INTO A BUY / SELL AGREEMENT OF MTN'S.THE FIRST PART OF THIS AGREEMENT IS A PURCHASE CONTRACT OF SAID NOTES ON A FRESH CUT, FUNDS FIRST BASIS BETWEEN THE INVESTOR AND THE MTN PROVIDER.THE SECOND PART OF SAID AGREEMENT IS A SELL CONTRACT BETWEEN THE INVESTOR, NOW OWNER OF MTN'S AND A SECURITY HOUSE ON A COLLATERAL FIRST BASIS.BOTH CONTRACTS WILL BE HANDLED SIMULTANEOUSLY WITH A TIME DIFFERENCE BETWEEN BUY AND SELL OF EIGHT (8) INTERNATIONAL BANKING HOURS. 

1.2 SPECIFICATION OF MTN: 

MEDIUM TERM SENIOR BANK DEBENTURE NOTES WITH INTERNATIONAL CHAMBER OF COMMERCE FORMAT 500-322 (W144C EXCLUSIONS) AND SUBJECT TO UNIFORM CUSTOMS AND PRATICE FOR DOCUMENTARY CREDITS WITH S&P "AA" RATING OR BETTER BY STANDARD & POORS, TERM TEN (10) YEARS AND ONE (1) DAY BY SEVEN AND ONE HALF PERCENT INTEREST (7.5%) FIXED, SIMPLE PAYABLE ANNUALLY AND IN ARREARS, ISSUED BY A TOP TWENTY FIVE (25) WESTERN EUROPEAN BANK(S). 

1.3 PRICE:

THE PRICE AT PRESENT FOR FRESH CUT, FUNDS FIRST MTN'S IS FIFTY SEVEN PERCENT (57%) OF FACE VALUE. 

PROCEDURE FOR THE PURCHASE OF MTN'S, FRESH CUT, FUNDS FIRST: 

INVESTOR SENDS LETTER OF INTENT (LOI) PROPERLY SIGNED, AND SEALED, AND NOTARIZED. 

INVESTOR SENDS PROOF OF FUNDS LETTER ON BANK LETTER HEAD SIGNED AND SEALED BY TWO BANK OFFICER'S NOT OLDER THAN FIVE DAYS. 

UPON RECEIPT OF THE ABOVE, WE WILL FORWARD SPECIFIED DOCUMENTATION TO THE MTN PROVIDER. 

THE MTN PROVIDER'S BANK WILL VERIFY THE FUNDS AT INVESTOR'S BANK AND EXECUTE A PURCHASE CONTRACT TO THE INVESTOR TO CONFIRM THE TRANSACTION, THE TRANCHING SCHEDULE AS WELL AS THE INVOICE PRICE OF SAID BANK NOTES. 

INVESTOR EXECUTES AND RETURNS THE CONTRACT TO THE MTN PROVIDER. 

INVESTOR SENDS CONDITIONAL S.W.I.F.T. - WIRE - TRANSFER TO MTN PROVIDER'S NOMINATED BANK CO-ORDINATES. 

UPON RECEIPT OF THE CONDITIONAL S.W.I.F.T. - WIRE – TRANSFER, MTN PROVIDER SENDS CORPORATE CERTIFIED INVOICE INCLUDING SAFE KEEPING RECEIPT, CUSIP / REGISTRATION NUMBER'S, TEXT AND ISSUING BANK(S). 

INVESTOR'S BANK WILL VERIFY AND AUTHENTICATE THE INVOICE AND RELEASE THE CONDITION ON THE S.W.I.F.T. - WIRE - TRANSFER. 

THE MTN PROVIDER WILL DELIVER THE PHYSICAL NOTES WITHIN FIVE (5) INTERNATIONAL BANKING DAYS AS DIRECTED BY THE INVESTOR. 

SUBSEQUENT TRANCHES TO CONTINUE TO THE ABOVE PROCEDURE UP TO THE COMPLETION OF THE CONTRACT. 

SIMULTANEOUSLY TO AFORMENTIONED CONTRACTUAL AGREEMENT, THE INVESTOR WILL ESTABLISH A SELL AGREEMENT FOR MTN'S.WE WILL PROVIDE THE EXIT BUYER OF SAID NOTES.THE SELL AGREEMENT IS A COLLATERAL FIRST AGREEMENT WITH A SECURITY HOUSE. 

THE INVESTOR IN THE FIRST PART OF THIS ARRANGEMENT IS THE BUYER OF THE MTN'S WILL NOW BECOME TO THE SELLER OF THE SAID NOTES. 

PRICING: 

THE PRICE AT PRESENT FOR MTN'S ON COLLATERAL FIRST BASIS IS BETWEEN 90% AND 93% OF FACE VALUE. 

PROCEDURE FOR THE PURCHASE OF MTN'S ON COLLATERAL FIRST BASIS: 

INVESTOR SENDS LETTER OF INTENT PROPERLY SIGNED, AND SEALED, AND NOTARIZED. 

UPON RECEIPT OF ARTICLE 1.6.1 BY TMC N.V. AND USA COMPANY WE WILL FORWARD SAID DOCUMENTATION TO THE SELLER. 

THE SELLER WILL EXECUTE A PURCHASE CONTRACT TO THE INVESTOR. 

THE INVESTOR SIGNS AND SEALS THE CONTRACT AND RETURN IT TO THE SELLER. 

SELLER'S BANK WILL SEND A CERTIFIED INVOICE VIA KTT. 

UPON VERIFICATION AND AUTHENTICATION OF THE NOTES, INVESTOR WILL S.W.I.F.T. - WIRE - TRANSFER THE INVOICE AMOUNT UNCONDITIONAL WITHIN FOUR (4) INTERNATIONAL BANKING HOURS TO SELLER'S NOMINATED BANK CO-ORDINATES. 

1.7 THE BUY / SELL AGREEMENT IN FIGURES: 

CONTRACT WITH ONE HUNDRED (100) BUY / SELL - TRANSACTIONS WITH EXTENSIONS, WITH TRANCHING AMOUNT FIVE HUNDRED (500) MILLION UNITED STATES DOLLARS. 

FIRST TRANCHE FRESH CUT / FUNDS FIRST: 

PURCHASE ORDERUSD $500,000,000 

INVOICE PRICE BY 57% OF FACE VALUE USD $285,000,000 

PURCHASE PRICE TOTALUSD $285,000,000 

FIRST TRANCHE COLLATERAL FIRST: 

PURCHASE ORDERUSD $500,000,000 

INVOICE PRICE BY 90% OF FACE VALUE USD $450,000,000 

PURCHASE PRICE TOTALUSD $450,000,000 

PROFIT RETURN GROSS TO INVESTOR BETWEEN PURCHASE OF FRESH CUT AND SELLING COLLATERAL FIRST: 

USD $450,000,000 - USD $285,000,000=USD $165,000,000 

IN ORDER TO CONSUMATE THIS TRANSACTION IN ACCORDANCE WITH THE INTERNATIONAL LAW, A HUMANITARIAN PROJECT HAS TO BE ATTACHED.WE, WILL PROVIDE THE HUMANITARIAN PROJECT ACCEPTED BY THE INVOLVED COUNTRIES. 

THE HUMANITARIAN PROJECT WILL BE ATTACHED TO THIS TRANSACTION WITH A JOINT VENTURE AGREEMENT, AND WILL RECEIVE FIFTY PERCENT (50%) OF THE GROSS PROFIT RESULT OUT OF THE BUY / SELL AGREEMENT AFOREMENTIONED.