EFTA00855374.txt

"I assume leon owns 100% of elysium? ... Leon would be the sole Member and Managing Director."

"Elysium Management LLC, rather than Leon should be the sole member of AP Investco. Phil feels that Investco should be a wholly owned subsidiary of the"

"Brad would no longer be a Managing Director of Elysium but would become an officer (CEO)"

"Brad would be the Manager of Investco."

"Critical point is that this comports with jeffrey's desires/goals for tax reporting."

"Alan will go ahead and draft a very simple LLC agreement as well as the documentation need to accomplish 2 above."