To: Jeffrey Epstein[jeevacation@gmail.com]
From: 
Sent: Fri 3/19/2010 12:09:12 PM
Subject: Healthcare Deal

Binding Offer Letter from strategic investor (UK listed):

- $3m cash to me

- $16m into the business ($8m, then quarterly $2m)

- they receive 50+1% shares

- I am protected via reserved matters

- any non-core .711S I set up below holding they can only hold max 40% and me the rest - Euro 100k/ year Chairman fee for me

- no min time commitment for me, free to do other business in operational capacity (ie fund)

In addition:

- advisory mandate for me to help their other businesses outside the deal in China - no min. time commitment from me

- terms still negotiated, current offer from them: 40% of new sales, 20% of renewals (ie subscriptions) + $100k/year retainer

Will send you offer letter and side letter when next version arrives

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