EMAIL DETAILS

Think I told both of you about my meeting with Abel on the MOU and other
things related to Transatlantic. Abel and I agreed we need to finalize the
MOU ASAP so we can all be on the same page going forward.

Some questions we need to decide amongst the three of us.

1) We proposed CAF be split 60/40 on BOTH the retainer and any future
success fees/equity. Lorenzo and Abel think only the retainer should be
split 60/40 and any incentive fees split 50/50. Of course I explained that
we were giving up the chance for 75% of Talgo to take CAF so going to 60%
was us going more than halfway and seemed fair. I also mentioned that we
gave up $10K a month for Ormazabal. Abel countered that Talgo had no
success fee so we aren't giving that up. I don't care strongly but I would
like them to ultimately recognize what we are giving up to continue the
relationship.

2) Who does the invoicing on each client. I proposed alternating, Abel
proposed that the originator invoice.

3) Ormazabal - we came to an agreement on expenses. I don't know what the
agreement is on legal fees. And also while it is not in the MOU I wonder
whether we should have some understanding of the amount of work we will do
on a day-to-day basis for Ormazabal so the expectations aren't out of whack.

We can get on the phone in the next day or two to discuss, but I would like
to get this finalized and behind us sooner rather than later (as I know both
of you would too).

Just wanted to put the issues on the table for you each to think about.

Best,

Eric

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Eric D. Schwerin
Rosemont Seneca Partners
(202) 333-1880
eschwerin@rosemontseneca.co