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Non-Tech : LVEN:NASDAQ--Las Vegas Entertainment Inc.

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To: Janice Shell who wrote (68)10/14/1999 8:00:00 PM
From: Jeffrey S. Mitchell  Read Replies (1) of 228
 
Here is a bit more detail on the US Guarantee arrangement from the recent SC14D1 filing:

Exhibit B

U.S. GUARANTEE CORP.

July 28, 1999

Via facsimile:702-240-4345

Dr. Fred Cruz
Countryland Wellness Internet Network Trust
2205 Purple Majesty Court
Las Vegas, Nevada 891 17-2747

Re: Funding

Dear Dr. Cruz:

The following are terms, conditions, and procedures by which we can complete this transaction with your assistance:

Face amount: $100 million USD (one hundred million USD)
($400 million USD in aggregate total)

Maturity date: March 2000 (approximately)

Kind of bank instrument: Four bank guarantees

Bank: B.N.I. Bank Indonesia

Conditional upon the establishment to the satisfaction of our designated bank that the instruments are:

Free and clear of liens, hypothecation, and encumbrances.

Enforceable under the laws of the United States of America.

Instruments collectible end payable at the counters of the B.N.I. Bank in New York, NY, USA.

B.N.I. Bank, New York, NY, USA will accept instruments at maturity with full bank responsibility (as per s.w.i.f.t.).

Freely assignable without notification and without conditions.

Instruments backed by clean US funds clear of any criminal origin.

Terms of Transfer of Instruments:

Instruments shall be transferred to US Guarantee Corporation or its designee through an assignment of ownership that is recognized by issuing bank (B.N.I.
Bank) and acceptable to the paying bank.

USGC shall guarantee through cash instruments or something acceptable to Dr. Cruz, the additional payments of $330 million over the scheduled term.

Payments to Dr. Cruz:

Total of payments will be $400,000,000.00 USD (four hundred million USD).

Payments are to be as follows:

$70,000,000.00 USD (seventy million USD) to be paid to Cruz within 5 business days of the delivery of the instruments by corporate invoice, in the prescribed form and condition.

$75,000,000.00 USD (seventy-five million USD) to be paid within 30 days of first payment.

$75,000,000.00 USD (seventy-five million USD to be paid within 60 days of first payment.

$80,000,000.00 USD (eighty million USD) to be paid within 90 days of the first payment.

$100,000,000.00 USD (one hundred million USD) to be paid within 120 of the first payment.

If this is acceptable, we will provide you with SWIFT instructions.

You may S.W.I.F.T. to the following account subject to our right to designate another bank after we formally document this proposal.

Acct. Name: US Guarantee Corp.
Bank: Western Security Bank
ABA #: 122105184
Acct. #: 6355101027
SWIFT # West Sec Scotts
Acct. Officer: Kate Shumate
Phone #: 480-947-9888
Address: 7401 E. Camelback Rd.
Scottsdale, AZ 85251
Fax #: 480-990-0443

Best regards,

/S/ Alvin A. Tang
Alvin A. Tang
Chief Operating Officer

I hereby accept the terms and conditions of this agreement.

/S/ Fred Cruz 7-28-99
Dr. Fred Cruz Date

freeedgar.com
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