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<br />Dee 1~ 2002 2:35PM <br /> <br />Pr-:;MITH ATTY <br /> <br />80"""'858073 <br /> <br />p.l <br /> <br />PHILIP B. SMITH, JR. <br />ATTORNEY AT LAW <br />1700 Place <br />1700 FM 195 <br />Paris, Texas 75462 <br />Phone: (903)785-9070 <br />Fax: (903)785-9073 <br /> <br />December 19, 2002 <br /> <br />Via Facsimile <br />782-9721 <br /> <br />Larry Schenk, Esq. <br />City Attorney <br />City of Paris <br />Paris, Texas <br /> <br />Re: Plan for Purchase and Renovation of the Paris Grand Theater <br /> <br />Dear Larry: <br /> <br />In accordance with our previous telephone conversations, I represent Henry VanBuren, a <br />resident of Paris, Texas, who has retained me to represent him and a group of investors in acquiring <br />and renovating the Paris Grand Theater located on Lamar Avenue, downtown. It is my <br />understanding that the City of Paris, Paris lSD, Lamar County and Paris Junior College (jointly <br />referred to herein as the "Taxing Entities") own this property (hereinafter called the "Property"), with <br />Lamar County as Trustee pursuant to a purchase from a Sheriffs sale for unpaid taxes conducted <br />March 6, 2001. Mr. VanBuren is also represented by The Law Offices of Paul Ngoyi, located in <br />Dallas, Texas, which is in the process of creating the entity for the investors who will become <br />members of the entity (with the entity being the ultimate purchaser of the Property, and herein called <br />the "Purchaser"). Mr. Ngoyi will be the trustee for the entity who will sign the Contract to purchase <br />the Property from the Taxing Entities. All of the investors, as well as the name ofthe entity (which <br />will probably take the form of a limited liability company) will be disclosed to the Taxing Entities, at <br />the time of entering into a Contract of Purchase to acquire the Property. <br /> <br />I have disclosed to Mr. VanBuren that the purchase price for the Property will be in the <br />vicinity of$56,000.00 cash, representing the amount of the unpaid taxes owing against the Property <br />at the time of the tax sale on March 6, 2001. The Contract of Purchase will commit the Purchaser <br />to deposit $25,000.00 in escrow as Earnest Money with Stone Title Company, Inc., as Escrow Agent, <br />which money will be subject to refund to the Purchaser if Purchaser's due diligence on the Property <br />results in the Purchaser not going forward to purchase the Property at Closing. The balance of the <br />purchase price will be paid by the Purchaser at the Closing. The purchase of the Property will be <br />conditioned, of course, upon the purchasing entity being able to acquire good and indefeasible title <br />to it which will be insurable by an underwriter for Stone Title Company, Inc. as soon as the applicable <br /> <br />EXHIBIT A <br />