LETTER OF INTENT

Dilger Corporation (referred to hereinafter as "Dilger") and Rall Consulting (referred to hereinafter as "Rall") are pleased to submit their intent to form a joint venture (referred to hereinafter as "Initial Venture"). The Initial Venture between Dilger and Rall (referred to hereinafter as the "Parties") shall be referred to herein as the Transaction and the date of the consummation of the Transaction shall be referred to as the Closing.

The undersigned Parties hereby agree to schedule the Transaction for Closing, absent any compelling circumstances for delay, no later than November 30, 2003 in the country of South Africa. All reasonable travel expenses and accommodations incurred by Dandy to South Africa will be paid for exclusively by Rall.

At the Closing, Rall will pay an initial lump sum consideration of $52,000,000.00 (Fifty Two Million Dollars in United States Currency) for the Initial Venture in a timely manner (not to exceed twenty four {24}......

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Title: Letter Of Intent - Joint Venture
Approximate Word Count: 696
Approximate Pages: 3 (250 words per double-spaced page)

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