D.B. ZWIRN PARTNERS, LLC

D.B. ZWIRN PARTNERS, LLC January 11, 2005 Jeffrey Epstein Financial Trust Company, Inc. 457 Madison Avenue, 4th Floor New York, New York 10022 Re: January 1 Investment in D.B. Zwirn Special Opportunities Fund. L.P. (the "Fundl Dear Mr. Epstein, In accordance with Section 9.1 of the Amended and Restated Limited Partnership Agreement, dated as of May 1, 2003 (as amended to the date hereof; the "Agreement") of the Fund, the General Partner hereby agrees that Financial Trust Company, Inc. (the "Company") shall be permitted to withdraw its Capital Account as of the last Business Day of the calendar quarter ending at least two years after the Company initially purchases this Interest and as of the second anniversary of that date thereafter upon not less than 120 days' prior written Notice to the General Partner. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement. Yours truly, Daniel B. Managing Principal JEOOO532 New Yore, NEW YORK 10151•TELEPHONE. • Etcstmn_r. EFTA00599568