<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Wednesday, January 6, 2016 11:44 AM</td></tr><tr><td>To:</td><td>Jeffrey Epstein</td></tr><tr><td>Subject:</td><td>Fwd:</td></tr></table>

PLEASE REA= CAREFULLY,

In the spirit in which it is sent.=C2 our friendship is intact and solid , though ,it has taken a hit.

Mark was here this mornin= , the proposed transactions are extremely complex . an= would take a great deal of my detailed time. I do not know ho=, and even, if ,to move forward - . After months of hearing that you would=have no problem paying a large fee if you could only ascertain value. =AO The last transaction. a transaction which you saved over =A0 600 million in tax. declared bullet proof by your attnys, and =AO even if you want to disoccount for its future realization, =reating a savings of over 300 million real dollars. For some r=ason you chose to ignore our agreements , verbal written and e=ailed -and at the very last minute , after the deal was complete dec=ded that it was only worth 8 million dollars to you and your family. =. ( assuming phaidon -richard happens. there is a 24 m s=vings not including artspace and debt write down benefits- ce=tain to come later .. IMPORTANT NOTE

the p=aidon transaction as currently contemplated will not work . WI=L NOT !!

When we had our me=ting in your home in Bedford. You asked me for my help. I told you multiple times that i thought it was a very bad idea, in that I greatly preferred to have no financial=C2 interactions. I don't have many friends=and didn't want money in any way to interfere with our unique relationship. Reminder , = For five years you had the kind, but very goofy Eileen =lexandersson as the sole manager of your massive accounting , legal, investments. repor=ing, trusts etc. When I first told you in no uncertain terms that l=firmly believed she was incompetent you admonished me for " speaking out of=20 both sides of my mouth " . With regard Brad Wechsler=/span> , there has never been a " both sides. ". I h=ve consistantly maintained since day one that he was highly unsuited for the job. Wh=n you initially asked me to help convince him to take the role, promising him a position to manage mirage investments =AO I sent you a note saying that instead of hiring him you should pay up a=d get first class people. I have reiterated the same message for over a year now.. Brad , not me ,was tasked with hiring =ew people, according to his biz school org chart.(nauseating ) and as=you wanted him to take ownership of the staff,he conducted many interviews alone. . you may recall=that as late as may, you told him in my presence that though six months h=d passed he had not hired anyone. since then I hav= rectified errors in sales tax, use tax, income tax, fbar reporting, 1031rep=rting, 8 million of deductions missed errors of millions on th= returns. a cashflow that is misleading helped prepare financial sta=ements ( april ) Oversight on new grats-</=pan> first at 22 and then at 19 that were done without my consultati=n and were "resolved " soley as a result of my last minute intervention. . 600 million in a=ter tax savings was just accomplished. (BTW- for some reason you left the=30 million outstanding that I had said should only be done" if" that was my=20 additional fee. and not used for non biz purposes and not art4=pan>.

Sorry but .,

in June and then again Sept, we =oth agreed to a 50% of phaidon payout first projected at 20 . but less when artspace and debt taken out, = then only after weeks, when you delayed any detailed discussion of money wanting to give the issue a thoughtful resp=nse ( which I fully understand ) . you unilaterally changed our agreement. . 5m would be reserved for the future ? . and out of=the remaining 15m ,? i would receive only a third. ( note : I'm=confident that both the debt , and the art space investment will also lead to a write- off of another 30 m. plu= ) In my dining room

,you were surprised when I said that i require most=20 people to pay their advisory fee up front so that I am assured =hat I will be properly compensated for my work when strategies are implemented . you may recall that you appeared offended a=d said " are you suggesting that i would go back on my word " I said no = of course not ! you are my closest of friends ,but my experience is that=C2 when amounts get large, people tend to get unhappy when it actually comes time for them to pay.

I include b=low the email i sent to you on April 15, the day i was examining your returns =AO It laid out my understanding of the compensation agreed for a transaction of the magnitud= to the penny of the one just completed.ie chttp://completed.ie> 600m When it appeared that the transc=tion would and could go foward I was the first to point out that our agreement would cost you too much mone=, therefore

more details

Fro= day one I proposed to discount our agreement to a 50 - 60 mil=ion range. An extremely fair price for all the tr=nsactions just completed . including Phaidon. =AO - I was never told that this was out of =20 range. in fact, alternative methods of payment . ie my p=ane, or an -in-kind payment were discussed ( ie =20 including keeping the 30m portion of the fee outstanding till M=rch ) ,I provided , only because you specifically requested a detailed =C2 step by step execution plan and reviewed all documents that i was given access to.=( Phaidon was never forthcoming ) =AO in order to make my many corrections . ( as i said more needed on=phaidon ) . I was then told that Alansaspan> involvement warranted a discount . Even in the best of l=ght , though it is beyond question that not one time in the three ye=rs of his retainer has he ever proposed a unique idea. (includin= any way to deal with the use issue on debras death ,or even the most basic review of your =argest asset by far , the BRH agreement. ) O.K. - lets say he made a contribution to the pla= and stretch reality beyond the pale and say it was 50 %. though no =ne could posit such a large amount unless they were wearing a clow= suit. , the payment and our formula of 37 percent associated with=C2 the deal was known . It had both sent in writing and spoken about on the phone numerous times, a detailed execution plan was provided . then an= only then, after the entire transaction was laid out for the group to follow =A0 You told me that after a number of conversations with brad karp that a total of only 20m would be paid , (and even that was more tha= you originally contemplated ) for both transactions . Leon I feel =AO It was remarkably unfair. Did brad even knew of our prior agreements.? ?, I would ask that you I and Brad karp sit together if you think it would be helpful. . I would like to sen= him this email, with your consent of course. If the transactio=s were never consummated , i would not be owed a dime, however , the expect=d fee was known up front. , the detailed step by step plan was f=llowed and overseen by me, the amount that I had requested befo=e the transaction had even begun, had already been heavily discounted= out of friendship, . I believe the decision re only paying 20 m has frankly, left me felling quite une=sy. and colors the view about the Athene or Rothschild transaction.

email from apr=I 15

Forwarded message

To: Melanie <=pan>Spinella

1 did the =aul weiss bill get paid ??? =C2 2. Talk to me before signing anything today important

1=m paid today to gratitude americawilll make last year complete. 20 million paid today ftc .=10 million july 15 5 million sept 30. , 5 million jan=/span> 1 for all of 16 . tax savings paid at 37 percent . of net. savings. 50 million credit. net. =0 150 million free . 600 savings 225 million owed. - 50 credit, 175 owed.=C2

600 million !I

fyi two months late= we were dealing on a daily basis with Guzel issues and the transact=on was put on the back burner.

Y=ur family office is what you are leaving to your children that will for th= first few years be their most important business asset .

With Brad out of the office and unable to run his usual interferenc= , the level of his total and utter incompetence was brought clearly, =AO front and center. He may be a step up from Eileen, but, if he i= , then it is certainly not by much, A majorstupiditly whenever he gets a chance. The list of things that were done and not=20 done he refused to let be prepared as it will exemplify the outrageio=s lack of progress and prioirties

=AO A critical example. - Though you and I hav= spent many many hours discussing the importance of attent=ve care and attention to details and mechanics. with regard Ph=idon I was not shown one single document, not o=e.!! Brad wanted to keep it private between he, and his so cal=ed " advisors " howeve= as he was out of the office during the most important transaction of the =ear, I did get to spend time with joslin Joe and john, - the situation in your office is total=y ludicrous - to summarize - the list I provided to Bra= last December - of things I thought were a priority to get done = still remains in the whole unresolved. Neither Alan nor Brad has reviewed t=e BRH agreemennt or the TRA , the two=largest financial assets of your portfolio,

Alan as you estate attny should have sat you down , reivewed BRH in great detail=C2 , the Agreement amongst Principals ( death is a termination of the partner ) . the TRA ,and your will , etc. to my knowledge this =as not happened.

The IT, is virtually untouched and is still in desperate need of a=new system - reporting badly flawed , and both cumbersome and inacc=rate . all done by hand as one -off exercises, when either you or brad ask f=r it - airplane: re structure, (my only suggested priority in jun= ) is really ,no further ahead then it was then , consultants up the kazoo but nothing at all done.( the office was recently told by Brad=20 not to share the outside proposals with me - brad =as no idea even as to what questions to ask. he knows little of finance, is bullshitted over by almost everyone in the office. . Eile=n was self aware enough to know she was over her head , that is a huge difference. bad info is rampant a simple emblematic examp=e- 3 million in deductions I'm told were taken for art space but on closer examination it turns out the= cannot be used at all. ( ZERO benefit ) though you will be told yes=20 they were deducted on the return they said that is the only real =AO question you were focused on ! " were they deducted or not=C2 - correct question would have been " is there a benefit " !! =C2 I asked for the balance sheet and/or P and L for Regan arts , the basic first step in order to check your financials.= "sorry we never got one?" though 9.8 million invested, no p=amp;l, nothing!, a construction project run amok , no budget, the coo =ired after only 3 months. , no clue . fyic/=pan> artspace financials are also a total mess. ( no receivables ??). when i=asked for a list of what got done and did not, i received the email f=om Brad basicailly mind you own business. =so much was promised. !!!

As in your words im one of your closest friends. . I inc=ude the following in order to be constructive

=A0Here is a list of things I think would be in your interest=C2 to get done asap .but definitely not by me . As you have seen =n the past week, a list of things that were done and still not done =as refused to me, similarly a scheduled that i had asked for = times.

i suggest you , sit with either Al=n or a new person - form new grats. , hire a high level tax partner. use your trading accoun=s as they remain a paramount requirement 16 months after i emailed you re=their importance. THe Phaidon<=span> transaction papered and structured as contemplated DOES NOT WORK , i=s as simple as that. DOES NOT !! I suggest again th=t you re-do bank loans. no need to pay interest at higher rates on boat or plane.=. as Richard is now no longer trustee. re- do will, =ake suydam executor , with Barry, and john as back up. pay 1 million a year for e=ecutor role. get rid of Judy Black trust, deal with=gifts and their tax returns, . review amounts to kids at fixed ages. =put more protections in for Alex and Victoria.=C2 , distribute some money to kids let them make decisions. =, decide art division with children in attendance . have fire drill done=on estate. fill out estate returns as if you and Debra died today, choos= advisers=/span> Halperin has a conflict that should be addressed ., A strategy of the use of =rt should be implemented. . you have tax consultants it consultan=s. plane operation consultant. . boat consultants. architects, lighting=C2 , art, legal, . foundation , deal with TRA=/span> , BRH , rationalize investments. cash flow. reporting, gaming disclosures.=20 foreign, gift.. prepare tax projections for 15 and 16, . deal with neg basis ( tufts gain, debt financed. art partnership, pledges. se=l stock , art, deal with phaidon debt. =thene,? income , capital , foreign , exit, corporate, insurance regs, out and inbound issues, basis, appropriate discount rates. = terminations. control. , qualified dividends. corporate tolls, inversion rule=. , grat issues, short swi=g and other sec disclosures, I still think you might consider a Rothshci=d bank transaction they have 150 b and a distribution net=ork with no products , private bank Rockefeller Rothschild. financial service.=20 deal with UK visa issue sooner rather than later. we can talk about=20 Rowen request re Athene , complex 2 billion in taxes on t=ansaction. ?!

=A0since you asked since last nov. =AO i found 11million dollars in dormant accounts. 4 million dollars in drawer. . went through cash flows for phaidon showing that john murphy is not an accountant. redid your gagosian contract , . organized structure in case of divorce. set up gift trust. stopped =da from including multiple times things not in your interest. dealt wit= bad sales tax use tax income tax . created 8 millino in deductions ,500k in mistakes , found bank of scotland =bar problems, .. reorg bad art purchases , funds taken, charitable decisions , helped with apan>fincancial statements, gaming commission. . boat deductions= rescued stock from grats. . may 1 after months of =rad not finding anyone i sent an email saying you would have to pay more. . on april 15. I sent an email detailing payments owed if i could figure out the basis issue, =C2 ref the email above.

here are some questions you =ight ask your "team" ..? ask them to provide a b=lance sheet or p&I for Regan arts. =AO .

ask . either wechsler or halperin=/span> to tell you if they have read the BRH agreement or the agreement am=ngst principals. , or how the tra works. ask Bronstein to tell you why the pr=posed phaidon transaction DOES not work. no chance as contemplated . as= them to give you a plan for the plane. ? ask them to show you the cash mgmt=for over 100 million dollars. . ask them to show you the IT system progress after one year. s=parate from making it more secure though you are not a trader with inside=20 info the approval process for payables. . the cash flow projectio=s? assumptions? ask for a comparative review of investments. ask h=w you get cash with no tax ? ask halperin=20 to describe to you in any detail the BRH co=sequences upon death, the major asset of his two biggest clients. tax basis, disposition in the estate. . etc. ask bra= to show you the liquidation of the intervening art space cos? that has been on the table for months. read adas questions that are way=C2 overdue <https://ssl.gstatic.com/ui/vVicons/mail/imag=s/cleardot.gif> <=div>

<https://ssl.gstatic.com=ui/vl/icons/mail/no_photo.png> should you choose to pay an additional amount. no compunction -be ass=red our friendship is firmly intact,if you dont - i sent an invoice f=r 35 m the last day of the year. so I can have it as 2015 income. and will w=rk with you as to how to pay it -what and when. I find this terribly awkwa=d.

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=C2 please note

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