Kay / Steve:

Attached are my comments. I've tried to address Kay's concerns below, and 
agree with them wholeheartedly. From a commercial perspective, paragraph 6 is 
a non-starter.

Let's discuss. Thanks.

Ben



 -----Original Message-----
From:  Mann, Kay  
Sent: Wednesday, May 30, 2001 6:36 PM
To: Krimsky, Steven; Jacoby, Ben
Subject: Deerfield development agreement

Here are my initial comments:

There's no clear triggering event which would expedite the internal approval 
process.  For instance, paragraph 3 is a current obligation (re 
landscaping).  It would be easier to process this agreement if the 
effectiveness of this agreement commences when we  file for a building 
permit.  I understand that we would have to pay some of this prior to the 
time the permit is issued, but again, magic words help.

Paragraph 6 on right of first refusal for power.  Looks like a free call for 
the next 30 years.  Just want to make sure you've bought in on this.  Other 
than the obvious valuation impact, it could impact a purchaser's ability to 
obtain project financing.

Kay