DEBT PAYOFF LETTER Date:_______________ <Debtor> <Debtors Address> <Debtors City, State, Zip> Re: Payoff of the Debt

Instrument(s) (as defined below) by <DEBTOR>, a <type of entity, e.g. A Florida Limited Liability Company> (the Debtor) to ___________________________________________________, (the Creditor)

Ladies and Gentlemen: We refer to the DEBT and the obligations of Debtor to Creditor thereunder (the Debt Obligation). Creditor agrees that payment of $_____________________ (the Payoff Amount) by Debtor shall constitute payment in full of all obligations to pay principal of and interest on the Debt Obligation, and any other amounts relating to the Debt Obligation. Payment of the Payoff Amount to Creditor should be made by wire transfer in accordance with the following instructions (the Wire Instructions): [Bank] ABA Routing Number: for credit to: [Account Name] Account Number: Reference: Attention: Upon receipt of the Payoff Amount by Creditor pursuant to the Wire Instructions (the date of such receipt, the Payment Date): (i) all obligations and liabilities of the Debtor relating to or in connection with the Debt Obligation shall be irrevocably satisfied and paid in full; (ii) the Creditor shall release and forever discharge the Debtor, its parents, subsidiaries, all related or affiliated corporations or other entities, their predecessors, successors, the Purchaser, and their respective former and current officers, directors, employees, agents, stockholders, representatives, attorneys, insurers, lenders, partners, trustees, and assigns, in both their individual and representative capacities, and any person acting, by, through, under or in concert with them (the Releasees) of and from any and all claims, demands, actions, rights, dues, sums of money, accounts, contracts, suits, proceedings, debts, judgments, reckonings,

bonds, bills, specialties, covenants, controversies, agreements, promises, trespasses, of any type, liabilities or obligations, damages of any type (including attorneys or other fees), and executions, in law, admiralty or in equity, of any kind or nature whatsoever, known or unknown, which Creditor or its successors and assigns ever had, now have or hereafter can, shall or may, have against any of the Releasees for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Payment Date, with respect to any of the Debt Obligation and any related transactions, agreements or understandings; (iii) all of the Creditors security interests in and other liens, if any, on all or any of the assets of the Debtor shall be immediately terminated and released, all without any further action by any party hereto or to any document or instrument evidencing any of the Debt Obligation; (iv) Upon the Debtors reasonable request, the Creditor shall promptly deliver or cause to be delivered such termination statements, releases, documents and other agreements as the Debtor or its counsel may reasonably determine are necessary or appropriate in connection with the Creditors release and termination of its liens and security interests, if any, in the property of the Debtor; and (v) the Creditor shall deliver to the Debtor any originally executed documents or instruments evidencing any of the Debt Obligation marked cancelled or paid in full, as appropriate. If the Payment Date shall not have occurred by June 30, 2008, this Agreement shall be void and of no further force and effect. Pursuant to Section 5-1402 of the New York General Obligations Law, all actions or proceedings arising in connection with this Agreement and the Debt Obligation shall be tried and litigated in state or Federal courts located in the Borough of Manhattan, New York City, State of New York. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE DEBTOR AND THE CREDITOR WAIVE ANY RIGHT EACH OF THEM MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS AGREEMENT. THE DEBTOR AND THE CREDITOR WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR ACTIONS. This Agreement may be executed in any number of counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Delivery by facsimile or e-mail of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

This Agreement is intended by the parties as the final expression of their agreement regarding the subject matter hereof and as a complete and exclusive statement of the terms and conditions of such agreement. There are no third party beneficiaries of this Agreement, except that the Purchaser may rely on this Agreement as evidence of the full and final satisfaction of the Debt Obligation, and the Releasees may rely on this Agreement with respect to subparagraph (ii) above. Very truly yours, _________________________________ (Company Name) By: ________________________ Name: ________________________ Title: ________________________ AGREED and ACCEPTED: <Debtor> By: ___________________________________ Name: Title: