Hubert Enterprises, Inc. and Subsidiaries, et al. - Page 17

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          Seasons of Sarasota project.  Shaner later told HEI about the               
          possibility of investing in the project.  Afterwards, in 1994,              
          Thomas retained an appraisal and consulting firm to prepare a               
          detailed analysis of the market for a retirement community in               
          Sarasota.  The firm delivered such an analysis to Thomas on                 
          December 23, 1994, in the form of a 39-page report (exclusive of            
          addenda) entitled “Analysis of Service Enhanced Retirement                  
          Facility Market in Sarasota, Florida”.  At the request of Thomas,           
          the firm on June 26, 1996, updated its analysis and conclusions             
          reflected in that report.                                                   
               Eugene Schwartz (Schwartz) is unrelated by blood or marriage           
          to Thomas, Stethem, or any member of the Hubert family.  In                 
          January 1995, ALSL agreed to pay $3 million to Schwartz for 49.8            
          acres in Sarasota on which the Seasons of Sarasota was proposed             
          to be built.  As a condition to the agreement, ALSL had to obtain           
          commitments from buyers of at least 59 condominium units which              
          were to be built on the land.  Absent written notice to the                 
          seller, ALSL had until December 31, 1995, to purchase the land              
          from Schwartz.  Also in January 1995, SMC and ALD agreed that SMC           
          would direct the marketing of, manage, and operate the Seasons of           
          Sarasota.  The duties and responsibilities of SMC were to begin             
          on January 1, 1995, and continue until December 31, 2004, unless            
          terminated earlier.                                                         







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