MONEYBAGS NATIONAL BANK

                                         KINGDOM OF MONACO





                              COMMERCIAL DOCUMENTARY LETTER OF CREDIT

   



                                          1 FEBRUARY 2003

   

   Confirmed Irrevocable Letter of Credit No. 007

   

   

                                          LETTER OF CREDIT



   To:  Rossi Scooters

   

   An irrevocable Letter of Credit in your favor available in the following manner and on the
   following terms:

   

   

   1. Your draft at sight drawn on Moneybags National Bank or any of its correspondent banks
   which must be negotiated on or before 1 September 2003 and each of which must state upon its
   face, "Drawn under Letter of Credit No.007 dated 1 February 2003_______, of Moneybags National
   Bank."

   

   2. The sum of any or all drafts drawn under the Letter of Credit must not exceed in total
   €10.000.000 (ten million Euros).

   

   3. The Credit is available and drafts must be drawn under it for the account of Fly-By-Night,
   LLC (purchaser) for scooters with an invoice cost of €11.000.000 to be shipped from Vicenza,
   Italy to Kiev, Republic of Ukraine with insurance to be effected by the seller.

   

   4. Drafts when presented for negotiation must be accompanied by the following authentic
   documents:

   a)                          An invoice of Rossi Scooters showing a sale to Fly-By Night of
   6000 Putt-Putt scooters, 50 cc, color red with delivery scheduled no later than 30 March 2003;

   b)                          A certificate reflecting issuance of an insurance policy in favor
   of Fly-By-Night covering the shipment of the scooters form Vicenza to Kiev,

   c)                          A bill of lading made to the order of the advising bank reflecting
   shipment by rail of the scooters from Vicenza; Italy to Kiev, Ukraine no later than 20
   February 2003;

   d)                          An inspection report from Peepers Inspection, Inc, stating that
   the 6000 scooters subject to the invoice in item a) above were delivered in good condition to
   the Kiev warehouse of Fly-By-Night in Kiev, Ukraine and that the scooters have been
   sufficiently sampled to indicate that the entire shipment appears to be of the specifications,
   quality, and quantity of scooters identified in the aforesaid invoice;

   e)                          A statement signed by the chief financial officer of Rossi
   Scooters declaring that the scooters subject to the aforesaid invoice are free of any claims
   and eligible for registration and sale in the Ukraine.

   

   5. All draws under this Letter of Credit must be presented at our International Letter of
   Credit Counter in Monaco or at the counter of any authorized correspondent or confirming bank.

   

   6. The Issuer of this Letter of Credit agrees with the drawers, endorsers, and good faith
   holders duly to honor drafts drawn and negotiated in compliance with the terms of the advice
   of the Credit.

   

   7. The Letter of Credit and this Advice or Confirmation, except as otherwise expressly
   provided, is governed by the law of the Republic of Italy and is subject to the "Uniform
   Customs and Practice For Documentary Credits, International Chamber of Commerce Publication
   No. 500 (the "Uniform Customs and Practice").

   

   Very truly yours

   

   Minimo Grimaldi

   Vice President

   MoneyBags National Bank

   

   [SEAL]

   

   

   

                                      EXHIBIT A - SIGHT DRAFT

                                                 To

                                      Letter of Credit No. 007

   

   

   21 August 2003

   Kingdom of
   Monaco                                                                                                                                        
   Letter of Credit No.007

   

   

   PAY TO THE ORDER OF: John Jones 

   

   Ten million Euros (€ ) EUROS

   

TO: Moneybags National Bank

           Kingdom of Monaco

                                                                                                 

                                         By:  Gianni Bravo

                                        Authorized Signature

                                        Date: 21 August 2003