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Dec 19 2002 2:SSPM PB SMITH RTTY 903?8590?3 PHILIP B. SMITH, JR. ATTORNEY AT LAW 1700 Place 1700 FM 195 Paris, Texas 75462 Phone: (903)785-9070 Fax: (903)785-9073 December 19, 2002 Via Facsimile 782-9721 Larry Schenk, Esq. City Attorney City of Paris Paris, Texas Re: Plan for Purchase and P~enovation of the Paris Grand Theater Dear Larry: In accordance with our previous telephone conversations, I represent Henry VanBuren, a resident of Paris, Texas, who has retained me to represent him and a group of investors in acquiring and renovating the Paris Grand Theater located on Lamar Avenue, downtown. It is my understzmding that the City of Paris, Paris ISD, Lamar County and Paris Ju;fior College (jointly teresa'ed to herein as the "Taxing Entities") own this property (hereinafter called the "Property"), with Lamar County as Trustee pursuant to a purchase from a Sherifl's sale for unpaid taxes conducted March 6, 2001. Mr. VanBuren is also represented by The Law Offices o£Paul Ngoyi, located in Dallas, Texas, which is in the process of creating the entity for the investors who will become members of the entity (with the entity being the ultimate purchaser of the Property, and herein called the "Purchaser"). Mr. Ngoyi will be the trustee for the entity who will sign the Contract to purchase the Property from the Taxing Entities. All of the investors, as well as the name of the entity (which will probably take the form of a limited liability company) will be disclosed to the Taxing Entities, at the time of entering i~to a Contract of Purchase to acquire the Property. I have disclosed to Mr. YanBuren that the purchase price for the Property will be in the vicinity of $56,000.00 cash, representing the amount of the unpaid taxes owing against the Property at the time of the tax sale on March 6, 2001. The Contract of Purchase will commit the Purchaser to deposit $25,000.00 in escrow as Em'nest Money with Stone Title Company, Inc., as Escrow Agent, which money will be subject to refund to the Purchaser if Purchaser's due diligence on the Property results in the Purchaser not going forward to purchase the Property at Closing. The balance of the purchase price will be paid by thc Purchaser at the Closing. The purchase of the Property will be conditioned, of course, upon the purchasing entity being able to acquire good and indefeasible title to it which will be insurable by an underwriter for Stone Title Company, Inc. as soon as the applicable EXHIBIT