EFTA00584666.txt

"Glenn Dubin, who is one of the founders of the Managing Member, CCP LP and CCPM LLC"

"Glenn Dubin, who is one of the founders of the Managing Member, CCP LP and CCPM LLC"

"Seller is a limited partner in Corbin Capital Partners, L.P."

"Seller is a non-managing member in Corbin Capital Partners Management, LLC"

"Seller's total interest as a limited partner in CCP LP... and Seller's total interest as a non-managing member in CCPM LLC... referred to collectively"

"$1,000,000 (the "Fixed Price") which shall be payable by Purchaser to Seller on the Closing Date"

"Seller and Purchaser desire to provide for the purchase by Purchaser of the Corbin Interests from Seller on the terms and conditions set forth herein."

"Corbin Capital Partners Group, LLC... is the general partner of CCP LP"

"Purchaser acknowledges that he is a sophisticated investor and that he has a long standing business and personal relationship with Glenn Dubin"

"The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment... of the following cond"

"Seller shall not have (A) any further obligations to sell the Corbin Interests"

"Purchaser shall reimburse Seller for up to an aggregate of $75,000 of documented expenses"

"receive reimbursement from Seller of up to an aggregate of $75,000 of documented expenses"

"The relationship between Seller and Purchaser hereunder or contemplated by this Agreement is solely that of seller and purchaser"

"Seller owns the Corbin Interests free and clear of all Encumbrances"

"Purchaser shall pay the Fixed Price to Seller in the manner set forth in Section 3.1"

"treat and report the transactions contemplated by this Agreement as a sale of the entire Corbin Interests by Seller to Purchaser"

"The closing of the sale and transfer of the Corbin Interests (the "Closing") shall take place at the offices of Cooley LLP"

"Glenn Dubin... who is involved in the management of such entities"

"Glenn Dubin... who is involved in the management of such entities"

"Henry Swieca, the Managing Member"

"Purchaser agrees that from and after the Closing Purchaser shall: (i) not place or permit there to exist any Encumbrance on all or any portion of the "

"Supplementary Agreement of Corbin Capital Partners, L.P. with Foundation Partners between CCP LP and Seller dated as of July 1, 2005"

"Supplementary Agreement of Corbin Capital Partners Management, LLC with Foundation Partners between CCPM LLC and Seller dated as of July 1, 2005"

"All notices and other communications to Seller shall be addressed to... Daniel B. Zwim... with a copy to... Cooley LLP Attention: Chet F. Lipton, Esq."

"All notices and other communications to Seller shall be addressed to... Daniel B. Zwim... and with a copy to... Law Offices of Thomas G. Amon Attentio"

"Daniel B. Zwim do Zwim Family Interests, LLC"

"Jeffrey Epstein do Financial Trust Company, Inc."

"The Purchase Price shall be allocated between the CCP LP Interests and the CCPM LLC Interest"

"The Purchase Price shall be allocated between the CCP LP Interests and the CCPM LLC Interest"