EXHIBIT 10.3

                         MATTHEWS.MORRIS & COMPANY.INC.

                                LETTER OF INTENT


     This LETTER OF INTENT (the  "Letter")  made and entered into this 29 day of
October 1998, by and between  COBALTER.INC.(the  "buyer"),  a Florida Coporation
whocse principal place of business is 265 Sunrise Avenue,  Suite 204 Palm Beach,
FL 33480 USA, represented by its President, /Ronald H. Kutz, and

     CEFCA (the "Seller 1") a French company whose  principal  place of business
is in Orleans, France, represented by its director, Cyril Heitzler,

     CARTIS  INTERNATIONAL (the "seller 2"), a Mauritius comapny whose Principal
place of buisiness is in Mauritius Island, represented by Herve Gallion

     WHEREAS, the Buyer confirms that it is an American company, incorporated in
the State of Florida, and listed on the stock exchange, Nasdaq(OTC BB); and

     WHEREAS,  the Buyer is  interested  in acquiring  100% of the shares in the
company CEFCA, and

     WHEREAS,  the Buyer is in  interested in acquiring 80% of the shares in the
company Cartis International, and

     WHEREAS,  the "Seller 1" confirms its  interest in selling  these shares of
the company to the Buyer

     WHEREAS,  the "Seller 2" confirms its  interest in selling  these shares of
the company to the Buyer,

     NOW  THEREFORE,  in  consideration  of the  foregoing,  and other  good and
valuable consideration,  receipt of which to take place at closing, it is agreed
by and between the Parties as follows.

             - CAPITAL STURSTURE OF THE BUYER BEFORE THE ACQUISITION

           Before the  acquisition  of the  Company's  shares by the Buyer,  the
capital stucture of the buyer will be 6,000,000 shares.

              - CAPITAL STRUCTURE OF THE BUYER AFTER THE ACQUISTION

           Immediately  after the  acquisition  of the  Company's  shares by the
Buyer, the capital structure of the Buyer will be as follows:

     -    Privates investors  (represented by Mattews,  Morris & Cie): 4,000,000
          unrestricted shares, representing 45% of the capital,


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     (a)  Herve Gallion : 900,000 shares of Rule 144  restricted  shares (with a
          Restrictive  legend for  eighteen  months ),  representing  10% of the
          capital.
     (b)  Cator Holding  LTD:2,300,00 shares of Rule 144 restricted shares (with
          a  Restricted  legend of  eighteen  months),  representing  25% of the
          capital
     (c)  Aquartis LTD :1,800,000  shares of Rule 144 restricted  shares (with a
          Restricted  legend  for  eighteen  months),  representing  20%  of the
          capital

                     Total number of shares: 9,000,000

           Immediately  after the  acquisition  of the  Companies  shares by the
buyer:

     (a)  Ronald H. Kutz will tender his  resignation  as President of Coblater,
          Inc.  Christian  P.  Guttierez  will  tender his  resignation  as Vice
          President, Secretary and Treasurer of Cobalter, Inc
     (b)  The buyer will change its name from Cobalter, Inc to Cartis, Inc
     (c   Herve  Gallion will be  appointed as President of the company  Cartis,
          Inc.
     (d)  Cyril  Heitzler  will be appointed as Director of the company  Cartis,
          Inc.
     (e)  Phillippe  Dardel will be appointed as Director of the company Cartis,
          Inc.
     (f)  Patrick  Martin will be appointed as Director of the company,  Cartis,
          Inc.
     (g)  Michael  Aubry will be  appointed as  Secretary  and  Treasurer of the
          Company Cartis, Inc.


           3.        TERMS OF THE ACQUISITION

           Payment for the shares of the company Cefca and Cartis  International
that the Buyer will acquire will be made by issuing 3,000,000 shares of Rule 144
restricted  shares of the Buyer , and by transferring  2,000,000 shares owned by
the board of directors of the Buyer.

           The share  exchange  shall  take  place at such  time as is  mutually
agreed upon the parties.

           Buyer  represents  that at closing it will have zero  assets and zero
liabilities.

           4.        GOVERNING LAW

           This letter shall be governed by the applicable  laws of the State of
Florida.

           5.        SEVERABILITY

           In the event that any  provision  or clause of this Letter  conflicts
with  applicable  law, such conflict  shall not affect other  provisions of this
Letter that can be given effect despite such conflicting provision or clause.



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           6.        CLOSING DATE

           The closing date is set for November 9, 1998, in Florida, however the
Parties are already bound by this irrevocable and final Letter.

           IN TESTIMONY WHEREOF, witness the signature of the parties hereto.


   COBALTER, INC.                                CEFCA
   A Florida corporation                         A French company

   DATED:                                        DATED: 03/11/98

   BY: /s/ Ronald H. Kutz                        BY: /s/ Cyril Heitzler
   ----------------------------                  ----------------------


                                                 CARTIS INTERNATIONAL
                                                 A Mauritius Company

                                                 DATED: 03/11/98

                                                 BY: /s/ H. Gallion
                                                 ----------------------