EFTA02428882.pdf

To: Jeffre Epstein 'eevacation mail.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 This message is confidential. It may also be privileged or otherwise protected by work product immunity or other legal rules. If you have received it by mistake please let us know by reply and then delete it from your system; you should not copy the message or disclose its contents to anyone. Opinions, conclusions and other information in this message that do not relate to the official business of Asia Gateway Ltd. shall be understood as neither given nor endorsed by it. Asia Gateway Ltd. Michelin House 81 Fulham Road London SW3 6RD UK EFTA_R1_01498400 EFTA02428882