<table><tr><th>From:</th><th>Jeffrey Epstein &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Friday, May 15, 2009 3:19 PM</td></tr><tr><td>To:</td><td>Gerald Barton</td></tr><tr><td>Subject:</td><td>Re: Landmark</td></tr></table>

i would like your land planner to go to my island and help sculpt the land,=iad greatlly appreicate it.. what about starwood. and barry? for your reso=t clean up deal

On Fri, May 15, 2009 at =:21AM, Jeffrey Epstein <jeevacation@gmail.com <mailto:jeevacatio=@gmailcom» wrote:

two k knee jerk responses.. 1. think abo=t making gay community or assisted living. there is an amazing demand and =o supply..2. I wouldn't hang your hat on landmarks reputation , but on=the experieince of its people.. I would jettision the name. I have many=people interested in resorts. from dubai to partners of starwood , and =ould gladly, introduce you to each other.

<u>On</u> Fri, <u>May</u> 15, 2009 at <u>9:09 AM,</u> Gerald Bart=n|
<mailto: > wrote:

J=ffrey,

=A0

T=is email is to put flesh on the bones of the voluminous material that I asked the office to send to you yesterday and you should receive it today.

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F=rst, I would like for you to postulate the following:

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1. Since real estate is private and local, it is difficult to have accurate, cumulative figures, but we estimate that $8=20 billion of these loans will end up in the hands of involuntary owners, i.=., the lenders.

	2. Landmark has:

		- the best rep=tation in the business,

		- the manageme=t team that created the reputation, and

		$153 million=tax loss that expires 2022.

=font face="Times New Roman" size="3">

Update of the Last 10 Years

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D=ring the last 5 years of our fight with the government, because of Landmark's high quality environmental record, Landmark was invited by the=20 European Union to develop the last great sand dune on the west coast of Ireland. We developed, on a fee basis, the Doonbeg Golf Club, which when it was opened, was rated by Golf Digest Because of the time spent in Ireland, we were approached to do a development in the south of Spain, where we did Arcos Ga=dens, chosen by some as the best new course built that year in the world and chosen by most to be the best new course in Spain in many years. We also developed, on a fee and carrie= ownership interest basis, Lake Presidential in Maryland, 14 miles due east =f the U.S. capital, and moved our corporate headquarters to Maryland.

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A=though it was agreed that Landmark had contributed $131 million net value to the bank in 1982, and that the government, without cause, violated=20 their contract, Landmark received only $21million from the Court of Claims. By the time it paid its lawyers, court costs, and its debt of honor to directors, etc., it had approximately $4 million net remaining. In 2004 we purchased South Padre Island, our joint venture with the =loyd Bentsen family in South Texas, from the fund run by Lewie Ranieri, and on a friendly basis, separated our relationship w=th Lewie. In 2006 we invested $4 million to purchase one-third of Apes Hill Club, Barbados.

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South Padre Island proved a success in that we sold approximately 150 houses in 2005, 200 in 2=06, 170 in 2007, and in each of these years had cash flow of $3 million to $5=20 million net to the parent. We have developed approximately half of the 2,000 acres, have 1,000 homes built, an= approximately 1,200 left to be built. After Lloyd Bentsen's death, we bought from his estate, at a very=20 attractive price, his interest, and it is now owned 100% by Landmark.

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S=uth Padre Island Development is on the right side of history in that it offers good value, in warm weather. on the water for middle-class pre-retirement, retirement buyers, however, with the housing crisis we only=sold 21 houses in 2008 and are doing only slightly better than that in 2009. Therefore, the cash flow is not coming from South Padre to Landmark, but cash is going from Landmark to South Padre. Recently there was some sign of optimism, but in the short run, this may be a false spring. In the long run, I am confident that offering homes in a good golf course community from $135,000 up will be in =he heart of the baby boomers retirement plan.

## =A0

A=es Hill Club is 470 acres that overlooks both the west coast of the Caribbean and the east cost of the Atlantic. It has been the most successful and highest quality development I have ever be=n associated with. While at the present time, with the pound low against the dollar and the financial crisi= in England and Ireland at its zenith, our sales are slow, last year Apes Hill Club made $33 millio= net profit. However, because the cash flow was needed for continued development in Apes Hill, none of the money w=s brought back to Landmark.

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O=viously, if we have a completely integrated management staff and presently no income from our two major developments, we have a cash flow problem. A year ago I believed that recession was on us, things would be bad, and Landmark would be (if I could=keep the team together) in an ideal position to take advantage of the greatest=20 financial crisis in my lifetime. Therefore, I made the decision not to cut management back to what wa= necessary for

## =A0 (cont.)

Barbados and South Padre, but to use it to look for new opportunities and to be prepared to become a major playe= when the market foreclosed on what I knew would be billions of dollars of=20 distressed assets.

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T=is year we have entered into a contract for the development of a distressed golf project in St. Lucia. We have reached agree=ent with the government of St. Kitts to start up, again, a resort project on the west co=st of St. Kitts that had been abandoned because of mismanagement and corruption, and we are at the contact stage of entering i=to agreement on a 5,000 acre development in North Carolina where the owners ne=d management and they need the ability to attract some money on a last-in, first-out basis, and we are closely following a half dozen other distressed=20 properties.

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1= order to meet our negative cash requirements, we have exhausted our cash reserve, we have scrambled where possible, and I have borrowed over $1=20 million personally and put it into the company. A few month= ago, a government bank for the eastern Caribbean, originally started by the World Bank, agreed to loan Landmark $5 million. The sec=rity for the loan would be the 100% of the St. Lucia company that owns one-third of Apes Hill Club in Barbados. That one=third interest is worth somewhere between $20 million and $50 million; however, it is not the type =f security that you can leverage in the U.S. I am told tha= this loan has been approved by the Board of Directors and I will be able to draw funds the fir=t of June; however, since I have received no written confirmation of this to-dat=, I am naturally concerned.

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How I Would Like to Use Your Mind — If Allowed

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1. If I obtain the $5 million loan, the q=estion before the house is how to position Landmark to create the maximum value from its reputation, its management team, and its $153 million tax loss. Whi=e I am a real estate man and know little of financial posturing, the best idea I have heard is to use Landmar= as a platform company to become a leader in the management and resurrection of=a few of these foreclosed assets, and in 5 to 7 years when the profits can be=20 realized from this financial disaster, with the tax loss used and the reput=tion enhanced, to go public as a branded community developer much as Ritz-Carlto= and Four Seasons are thought of as branded hotel operators. The=idea would be to have an institution or individual, or institutions and individuals, invest $15 million to $20=20 million in convertible preferred stock in Landmark. If afte= 3 years they decided to convert, they would own approximately the same amount as the Barton family,=20 however, this is simply one of I am sure many ways it could be done and I k=ow no one who, if you were willing, could give me better guidance.

2. If, in fact, my unfounded worries about the=20 consummation of this $5 million loan are justified, I will need to very qui=kly see if I can borrow $3 million to $5 million on the one-third security of A=es Hill and be able to keep the management team together for perhaps another=20 year. If that is not possible, I will quickly reduce the staff to those necessary for the operations that we=20 have, substantially diminish my hope of being a leader in restructuring the=e distressed resorts, and borrow what I can from my friends to survive the en= of this crisis.

## =A0

J=ffrey, if you are still reading this all too long email, I congratulate you on your focus. For the last six months we have been following many distressed properties and compiled it in=o what I call the "Zombie Book", which is updated monthly. If you have sufficient interest that you would like to look at some of the projects being followed, I would be very =appy to send it to you.

## =A0 (cont.)

=A0

R=gardless of the above, please suggest a date in early June when it would be convenient for me to come see you.

=A0

Jerry

Gerald G. Barton
Landmark Land Company, =nc.
Phone: 
Fax: </font>

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