Re: Landmark

Jeffrey,

This email is to put flesh on the bones of the voluminous material that I as=ed the office to send to you yesterday and you should receive it today.

First, I would like for you to postulate the following:

1. From 2004 to 2007, there was approximately $12 billion of resort loans mad= by U.S.

financial institutions.

2. Since real estate is private and local, it is difficult to have accurate,=20 cumulative figures, but we estimate that $8 billion of these loans wi=I end up in the hands of involuntary owners, i.e., the lenders.=20

3. There is no class of security that makes a lender feel more insecure than=20 repossessing a large resort community in development. While very few foreclosures have taken place to-date, on an average, they have sold for 10 cents on the dollar.

4. Landmark has:

   • the best=reputation in the business,

   • the mana=ement team that created the reputation, and

• $153 mil=ion tax loss that expires 2022.

Update of the Last 10 Years

During the last 5 years of our fight with the government, because of Landmark=92s high quality environmental record, Landmark was invited by the European=20 Union to develop the last great sand dune on the west coast of Ireland. We developed, on a fee basis, the Doonbeg Golf=20 Club, which when it was opened, was rated by Golf Digest as the =est new course in the world. Because of the time spent in=20 Ireland, we were approached to do a development in the south of Spain, =here we did Arcos Gardens, chosen by some as the best new course built that =ear in the world and chosen by most to be the best new course in Spain in m=ny years. We also developed, on a fee and carried ownershi= interest basis, Lake Presidential in Maryland, 14 miles due east of the=U.S. capital, and moved our corporate headquarters to Maryland.

Although it was agreed that Landmark had contributed $131 million net value to t=e bank in 1982, and that the government, without cause, violated their contract, Landmark received only $21 million from the Court of Claims. By the time it paid its lawyers, court costs, a=d its debt of honor to directors, etc., it had approximately $4 million n=t remaining. In 2004 we purchased South Padre Island, our=20 joint venture with the Lloyd Bentsen family in South Texas, from the fu=d run by Lewie Ranieri, and on a friendly basis, separated our relationsh=p with Lewie. In 2006 we invested $4 million to purchase=20 one-third of Apes Hill Club, Barbados.

South Padre Island proved a success in that we sold approximately 150 houses in 2005, 200 in 2006, 170 in 2007, and in each=of these years had cash flow of $3 million to $5 million net to the parent. We have developed approximately half of the 2,0=0 acres, have 1,000 homes built, and approximately 1,200 left to be built. After Lloyd Bentsen's death, we bought from hi= estate, at a very attractive price, his interest, and it is now owned 1=0% by Landmark.

South Padre Island Development is on the right side of history in that it off=rs good value, in warm weather. on the water for middle-class pre-retireme=t, retirement buyers, however, with the housing crisis we only sold 21 hou=es in 2008 and are doing only slightly better than that in 2009. =20 Therefore, the cash flow is not coming from South Padre to Landm=rk, but cash is going from Landmark to South Padre. Recentl= there was some sign of optimism, but in the short run, this may be a fa=se spring. In the long run, I am confident that offering=20 homes in a good golf course community from $135,000 up will be in the h=art of the baby boomers retirement plan.

Apes Hill Club is 470 acres that overlooks both the west coast of the Caribbean a=d the east cost of the Atlantic. It has been the most successful and highest quality development I have ever been associated=20 with. While at the present time, with the pound low against the dollar and the financial crisis in England and Ireland at i=s zenith, our sales are slow, last year Apes Hill Club made $33 million n=t profit. However, because the cash flow was needed for=20 continued development in Apes Hill, none of the money was brought back =o Landmark.

Obviously, if we have a completely integrated management staff and presently no income from our two major developments, we have a cash flo= problem. A year ago I believed that recession was on us= things would be bad, and Landmark would be (if I could keep the team together) in an ideal position to take advantage of the greatest financ=al crisis in my lifetime. Therefore, I made the decision n=t to cut management back to what was

necessary for Barbados and South Pad=e, but to use it to look for new opportunities and to be prepared to becom= a major player when the market foreclosed on what I knew would be billion= of dollars of distressed assets.

This year we have entered into a contract for the development of a distressed gol= project in St. Lucia. We have reached agreement with th= government of St. Kitts to start up, again, a resort project on the wes= coast of St. Kitts that had been abandoned because of mismanagement and=20 corruption, and we are at the contact stage of entering into agreement =n a 5,000 acre development in North Carolina where the owners need manageme=t and they need the ability to attract some money on a last-in, first-out=20 basis, and we are closely following a half dozen other distressed properties.

In order to meet our negative cash requirements, we have exhausted our cash rese=ve, we have scrambled where possible, and I have borrowed over $1million=20 personally and put it into the company. A few months ag=, a government bank for the eastern Caribbean, originally started by the =orld Bank, agreed to loan Landmark $5 million. The security=20 for the loan would be the 100% of the St. Lucia company that owns one-t=ird of Apes Hill Club in Barbados. That one-third interest =s worth somewhere between $20 million and $50 million; however, it is not=the type of security that you can leverage in the U.S. I am told that this loan has been approved by the Board of Oirec=ors and I will be able to draw funds the first of June; however, since I ha=e received no written confirmation of this to-date, I am naturally concerned.

How I Would Like to Use Your Mind — If Allowed

1. If I obtain the $5 million loan, t=e question before the house is how to position Landmark to create the max=mum value from its reputation, its management team, and its $153 million ta= loss. While I am a real estate man and know little of financial posturing, the best idea I have heard is to use Lan=mark as a platform company to become a leader in the management and resurrec=ion of a few of these foreclosed assets, and in 5 to 7 years when the profi=s can be realized from this financial disaster, with the tax loss used an= the reputation enhanced, to go public as a branded community developer much=as Ritz-Carlton and Four Seasons are thought of as branded hotel operators. The idea would be to have an institution or=20 individual, or institutions and individuals, invest $15 million to $20=20 million in convertible preferred stock in Landmark. If=20 after 3 years they decided to convert, they would own approximately the=same amount as the Barton family, however, this is simply one of I am sure m=ny ways it could be done and I know no one who, if you were willing, could=give me better guidance.

2. If, in fact, my unfounded worries about =he consummation of this $5 million loan are justified, I will need to very=20 quickly see if I can borrow $3 million to $5 million on the one-third=20 security of Apes Hill and be able to keep the management team together =or perhaps another year. If that is not possible, I will=20 quickly reduce the staff to those necessary for the operations that we =ave, substantially diminish my hope of being a leader in restructuring these=20 distressed resorts, and borrow what I can from my friends to survive th= end of this crisis.

Jeffrey, if you are still reading this all too long email, I congratulate you on=your focus. For the last six months we have been following=20 many distressed properties and compiled it into what I call the "Zomb=e

Book", which is updated monthly. If you have sufficie=t interest that you would like to look at some of the projects being foll=wed, I would be very happy to send it to you.

Regardless of the above, please suggest a date in early June when it would be convenient for me

to come see you.

Jerry

two k knee jerk responses.. 1. think about making gay community or assiste= living. there is an amazing demand and no supply..2. I wouldn't hang =our hat on landmarks reputation , but on the experieince of its people.. I would=20 jettision the name. I have many people interested in resorts. from=20 dubai to partners of starwood , and would gladly , introduce you to each=20 other.

i would like your land planner to go to my island and help sculp= the land„iad greatlly appreicate it.. what about starwood. and barry? for your=20 resort clean up deal

Jeffrey,

Let me know when you would like him there and I will make it work. I owe you so much I hate to ask, but since you know how po=r we are, you will understand if I ask you to pay expenses.

As to Starwood and Barry, I follow my leader and I have but one maven and you see him every morning in the mirror when you shave.=A0 So, set up what you think is appropriate and I will be there if possible.

Jerry

Gerald G. Barton
Landmark Land Company, =nc.

of course . re expenses. and i will wait until i see you for barry, so t=at i might help sell the oil