From: Paul Taylor [mailto:Ptaylor07@adelphia.net]
> Sent: Friday, December 02, 2005 11:38 AM
> To: 'Rodrigo Calderón A.'
> Subject: Issuer Name and Address
Date December 2, 2005
Darwin Holdings, Inc
Apartado 10455 – 1000, San Jose, C.R.
We understand that NETCO (Customer) has delivered 4,408,747 shares of common stock in the follow denominations to ____________________ (Brokerage firm) , as negotiable and free trading shares:
Certificate Number Number of Shares Total Number of shares_______4,408,747
As a condition of accepting these shares for deposit to the account of Costumer at your clearing firm you have requested this letter indicating the authenticity of the certificates referenced above.
NETCO Investments Inc (Issuer) confirms that the shares are fully registered, unrestricted, without encumbrance, negotiable, free trading, and are issued as filly paid and non-assessable shares. There is no action, proceeding or investigation pending or threatened, which question the validity of the issuance of the shares to Customer.
Issuer hereby acknowledges that for purposes of settling the contemplate sale transaction by Customer, we have no claims pending that would adversely affect the settlement of the transaction. We further acknowledge and agree that there is no other agreement or understanding between Customer and Issuer that would preclude Customer from selling or otherwise disposing of shares represented above.
Issuer has notified its transfer agent to confirm with you that there are no “stop transfer” orders or other restrictions against the certificates referenced above.
Sincerely
<Signature>
Rodrigo Calderon
President
