Letter of Intent - Joint Venture

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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} hours from the time of the Closing) to be deposited in a bank account designated by Dilger and assume certain commissions subject to the terms and conditions of the Joint Venture Agreement attached hereto as Exhibit One (1).

Neither of the Parties will make any disclosure of the existing Letter of Intent or any terms of this Letter of Intent without the consent of the other party, unless required by law. This Letter of Intent is intended to be a statement of mutual interests with respect to a possible Transaction and is subject to the execution and mutually satisfactory Joint Venture Agreement (Exhibit One {1}). Nothing herein is a binding commitment of either of the Parties. The Parties will become legally obligated with respect to the Transaction in accordance with the terms contained in the Joint Venture Agreement (Exhibit One {1}), as and when such document has been executed and delivered to the Parties.

For and On Behalf of Dilger Enterprises, Inc. For and On...
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