D.B. ZWIRN PARTNERS, LLC

D.B. ZWIRN PARTNERS, LLC January I I, 2005 Jeffrey Epstein Financial Trust Company, Inc. 457 Madison AVattle, 4th Floor New Yorlc, New York 10022 Re AtIllaFf I Investment in D13. Zwint Special Opportunities Pundj...P. (the "Fund, Dear Mr. Epstein, lo accordance with Section 9.1 of the Amended and Restated Limited Partnership Agreement, dated as of May I, 2003 (as amended to the date hereof the "Agreement") of the Fund, the Gaaral Penner hereby agrees that Fmancial 'frost Company, Inc. (the "1-sosnanz") 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 main:nary of that dare thereafter upon not less than 120 days' prior written Notice to the General Parma. Capitalized terms used herein but not defined shall have the meanings asaitial to them In the Agreement • Yew Sy, NS firm Akan, ant fl ock Mew no; Mot You •Tostitopic (HO 0204100• PAC51.13124 (94) ?WHO - onficientiai Treatinentt Requested • y Fried Frank Barris Shriver iJoccibson .Lty DBE 0003388 EFTA01124982