Kay:

Attached please find preliminary drafts of the following documents for
Project Blue Dog:

1. Closing Checklist;
2. Revised Draft of Letter Agreement;
3. First Amended and Restated LLC Agreement;
4. Escrow Agreement;
5. Guaranty Agreement;
6. Escrow Disbursement Instructions;
7. Promissory Note by LLC payable to ENA; and
8. Consents of Members and Managers.

As you review the Letter Agreement, please note the dollar amounts that I
inserted are for illustrative purposes only and will need to be changed to
reflect the actual amount of the Purchase Price and Development Fee.

Regards,

Marisa

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