Letter of Intent and Loan Agreement Between Arbor and Abucco




  
  	

      LETTER OF INTENT AND LOAN AGREEMENT

      
      

      

      BETWEEN:

      
        
          ARBOR, INC. or a wholly owned British Columbia corporate subsidiary
          of Arbor, Inc.

          (hereinafter collectively or individually referred to as "Arbor")

          OF THE FIRST PART

        

      

      AND:

      
        
          ABUCCO TECHNOLOGIES INC.

          ("Abucco")

          OF THE SECOND PART

        

      

      AND:

      
        
          JARO BUCKO

          ("Bucko")

          OF THE THIRD PART

        

      

      AND:

      
        
          RALPH SCOBIE

          ("Scobie")

          OF THE FOURTH PART

        

      

      AND:

      
        
          VARIOUS CO-FOUNDER SHAREHOLDERS OF ABUCCO as per

          Schedule "A"

          ("Co-Founder Shareholders")

          OF THE FIFTH PART

        

      

      WHEREAS:

 

	A.	Arbor is a state of Nevada US public
      corporation trading currently over the counter in the US.
	B.	Arbor has set up or intends to set up a
      wholly owned British Columbia subsidiary 

      corporation (hereinafter called "Arbor B.C.");
	C.	Arbor and Arbor B.C. are hereinafter
      sometimes jointly or severally and respectively 

      referred to as Arbor.
	D.	Abucco is a private British Columbia
      corporation with an office at 2615 Clarke

      Street, Port Moody, British Columbia V3H 1Z4.
	 	 
	E.	Scobie is chairman of the Board of Directors
      of Abucco and a major shareholder of Abucco.
	F.	Bucko is President and Director of Abucco and
      a major shareholder of Abucco.
	G.	The Co-Founder Shareholders as per Schedule
      "A" hold 4,223,000 common voting shares in Abucco (the "Co-Founder
      Shares").
	H.	Arbor is desirous of acquiring all or a
      portion of any and all issued shares inclusive of the Co-Founder Shares
      and shares in Abucco as a consequence of the Scobie Option in Abucco
      (hereinafter collectively called the "Acquisition"). Arbor agrees that it,
      in its' sole and absolute discretion, may deem any percentage less than
      100% per the issued and outstanding shares in Abucco, but never less than
      76% thereof, to be an effective Acquisition for the purposes of this
      agreement. It is contemplated the Acquisition price and format and
      consideration shall be one free and clear treasury share of Arbor shall be
      issued for each and every outstanding share of Abucco acquired as part of
      the Acquisition paid to the respective post consolidation shareholders of
      Abucco, all adjusted mutatis mutandis respecting Arbor B.C. Inc. 
	I.	The Acquisition is, inter alia, conditional
      on the Parties raising the entire Private Placement Financing as herein
      described.
	J.	The Parties are prepared to raise as the
      Private Placement Financing a minimum of $1,000,000.00US for the purposes
      of Arbor, Arbor B.C. and Abucco.
	K.	Abucco is desirous of borrowing $200,000.00US
      funds (the "Loan") from Arbor as part of the overall Private Placement
      Financing and Arbor is desirous of conditionally loaning and advancing to
      Abucco the Loan.
	L.	As part of the Acquisition aforesaid Abucco
      will consolidate its issued and outstanding

      common voting shares on a 3 for 1 basis (the "Consolidation").
	M.	There are a total issued and outstanding
      shares in Abucco pre consolidation of

      11,508,000.
	N.	Scobie holds a conditional option to acquire
      an additional 2,850,000 shares in Abucco (the "Scobie Option").
	O.	After consolidation of the Abucco shares
      including after exercise of the conditional Scobie Option there will be a
      total of 4,786,000 post consolidation shares in Abucco (the "Aggregate
      Abucco Post Consolidation Shares").
	P.	There are presently 3,600,000 shares in Arbor
      with restricted trading privileges (the "Restricted Arbor Shares") and
      4,248,000 free trading shares in Arbor (the "Arbor Free Trading Shares").
	Q.	Arbor has agreed to advance to Abucco on or
      about May 1, 2003 the full $200,000.00US Loan, subject to the terms and
      restrictions set forth herein.
	R.	Abucco is to use or retain the proceeds from
      the Loan for purposes stated to Arbor or such purposes as Arbor may direct
      at the time of advance.
	S.	Provided the Acquisition and Private
      Placement Financing complete and respectively fund in accordance with this
      agreement, the Loan advance by Arbor to Abucco shall be deemed an advance
      of a portion of the entire Private Placement Financing and the respective
      pro rata benefits and rights flowing therefrom shall accrue to Arbor.

 
	
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	T.	In the event the Acquisition does not take
      place for any reason whatsoever or the Parties fail to raise the remainder
      of monies under the Private Placement Financing the Loan shall be
      forthwith repaid to Arbor but in no event prior to September 18, 2003.

 
	U.	Abucco shall sign a demand promissory note
      with interest at 8% per annum payable quarterly (the "Abucco Promissory
      Note") in favour of Arbor or such other parties as Arbor may designate,
      securing the Loan together with all such necessary and ancillary
      documentation, resolutions and other documentation as may be required by
      Arbor from time to time to give true force and effect to the intent of
      this Agreement. The Abucco Promissory Note, while payable on demand, will
      not be called unless the consolidation and Acquisition and Private
      Placement Financing herein are not performed in accordance with the times
      and dates herein, and in any event no earlier than September 18, 2003.
      
	V.	Unless consented to and extended by all
      parties hereto, the Parties hereto agree the

      Private Placement Financing is to be completed and finished no later than
      six (6) months

      from the date of execution of this agreement (the "Private Placement
      Financing Date")

      and the subject consolidation and acquisition completed and filed with the
      appropriate

      regulatory and company authorities where required no later than September
      18, 2003 (the

      "Acquisition Date") or as mutually agreed.
	W.	Arbor presently has unconverted debt not
      exceeding $90,000.00US and a management

      contract as per Schedule "B".
	 
	NOW WITNESSETH that in
      consideration of the mutual covenants and conditions contained herein the
      parties hereto agreed as follows:

 
	1.	Arbor shall advance and loan the sum of
      $200,000.00US to Abucco (the "Loan").
	2.	Abucco shall execute a demand Promissory Note
      securing the Loan with interest at 8%

      per annum payable quarterly in the form hereto annexed as Schedule "C"
      (the "Abucco

      Promissory Note"). Notwithstanding anything herein to the contrary, unless
      converted in

      accordance with the terms of the Acquisition herein contemplated, the
      Promissory Note shall be repayable in full together with interest to the
      date of repayment on or before September 18, 2003 at which time it shall
      become due and payable in full in any event.
	3.	The Promissory Note shall not be called
      unless the contemplated consolidation and Acquisition and Private
      Placement Financing have not been performed in accordance with the time
      limitations set forth herein, being the Acquisition date or the Private
      Placement Financing Date, and in any event, no earlier than September 18,
      2003.
	4.	The Parties agree to embody the full terms of
      the Acquisition, Private Placement Financing, necessary share exchanges,
      change of name, trading and corporation jurisdiction issues, and any and
      all other issues respecting the Private Placement Financing and
      Acquisition into formal financing and acquisition documentation.

 
	
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	5.	In the event the uncertainty for any reason
      whatsoever as to the Private Placement Financing or Acquisition or as to
      terms or conditions thereof, the certainty and validity of the Demand
      Abucco Promissory Note shall not be affected, and in the event of any
      dispute as to certainty whatsoever, the Abucco Promissory Note and Loan
      shall immediately become due and payable, in the sole discretion of Arbor
      provided however, the Promissory Note shall not be payable earlier than
      September 18, 2003.
	6.	The Parties contemplate the Acquisition,
      subject to the completion of the Private Placement Financing, regulatory
      and jurisdictional approval, where applicable, shareholder approval, court
      approval, if necessary, director and corporate resolutions, Private
      Placement Financing documentation and approval and various other issues
      between the Parties to be resolved prior to respective formal
      documentation, will occur within the time limitations set forth herein
      unless extended by agreement between the parties, will use their best
      efforts to effect same and will proceed on the basis generally set forth
      in Schedule "D" hereto annexed, as to, inter alia, share exchanges and
      consideration therefore respecting the Acquisition.
	7.	Abucco, Scobie, the Co-Founders and Bucko
      will use their best efforts to ensure 100% of all issued and existing
      shareholders in Abucco consent and agree to the Acquisition and other
      terms and conditions contained herein, and further consent and agree not
      to issue further shares or alter the existing shares or structure of
      Abucco prior to completion of the consolidation, Acquisition and Private
      Placement Financing as contemplated herein and within the time limitations
      set forth herein.
	8.	The parties agree and contemplate the
      Acquisition price and format and consideration shall be one free and clear
      treasury share of Arbor shall be issued for each and every outstanding
      share of Abucco acquired as part of the Acquisition paid to the respective
      post consolidation shareholders of Abucco, all adjusted mutatis mutandis
      respecting Arbor B.C. Inc. 
	9.	The respective parties warrant and covenant
      their representations and warranties contained herein are true and will
      remain true and unchanged at the time of advance of the Loan.
	10.	Any notice, request, demand or other
      communication, or any delivery, to be given or made under this Agreement
      as the case may be, shall be deemed to have been duly given if made in
      writing and shall be delivered by hand or by telecopier addressed to the
      parties as follows:

      

      Arbor, Inc.: 9130 S. Dadeland Blvd., Suite 1613, Miami, Florida USA
      33156

      

      Abucco Technologies Inc.: 2615 Clarke Street, Port Moody, B.C. V3H
      1Z4

      

      Jaro Bucko: 2615 Clarke Street, Port Moody, B.C. V3H 1Z4

      

      Ralph Scobie: 2615 Clarke Street, Port Moody, B.C. V3H 1Z4

      

      Various Co-Founder Shareholders of Abucco: 2615 Clarke Street, Port
      Moody, BC V3H 1Z4

 
	
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	11.	This Agreement may be executed in several
      parts in the same form and such part as so executed shall together
      constitute one original Agreement and such parts, if more than one, shall
      be read together and construed as if all the signing parties hereto have
      executed one copy of this Agreement.
	12.	This Agreement shall be subject to, governed
      by, and construed in accordance with the laws of the province of British
      Columbia. The parties hereto attorn to the jurisdiction of British
      Columbia in all matters respecting the interpretation and enforcement of
      this Agreement.
	
      

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	13.	This Agreement shall ensure to the benefit of
      and be binding upon the parties hereto,

      their respective heirs, successors and assigns as the case may be.
	 
	IN WITNESS WHEREOF the parties
      hereto have executed this agreement the day and year first above written.


  



  
  	

      /s/ Robert Miller

      

      ____________________________

      WITNESS	ARBOR, INC.

      

      /s/ Costas Takkas

      _______________________ 

      by its authorized signatory

 
	

      /s/ Ralph Scobie____________________________

      WITNESS
	ABUCCO TECHNOLOGIES./s/ Jaro Bucko

      _______________________ 

      by its authorized signatory

	

      /s/ Ralph Scobie

      ____________________________

      WITNESS	

      /s/ Jaro Bucko

      _______________________ 

      JARO BUCKO
	

      /s/ Jaro Bucko

      ____________________________

      WITNESS	

      /s/ Ralph Scobie

      _______________________ 

      RALPH SCOBIE
	

      /s/ Jaro Bucko

      ____________________________

      WITNESS	

      /s/ Milos Jankacky

      _______________________ 

      MILOS JANKACKY
	

      /s/ Milos Jankacky

      ____________________________

      WITNESS	

      /s/ Michael Stit

      _______________________

       MICHAEL STIT
	

      /s/ Jaro Bucko

      ____________________________

      WITNESS	

      /s/ Adrian Boici

      _______________________ 

      ADRIAN BOICI
	
      

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