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<br /> <br />Mr. Rodney D. Knutson <br />April 16, 1990 <br />Page 4 <br />By these calculations, and under these circumstances, an investor <br />proceeds into the venture on exactly the same terms as the <br />parties have proceeded to data and obtains the same interests. <br />The Steen interest is wholly unaffected, neither being augmented <br />or diminished by the transaction. <br />I remain concerned with respect to the security interests <br />of the Frasers. This needs be accommodated within the structure <br />of any agreement. The Frasera require an agreement structured <br />in such a way they have assurances the enterprise is going <br />forward and they will recover the funds they hive invested <br />and retain a modest interest in the ongoing business. <br />The m111 operation must occur within a framework that continues <br />to insulate them from contingent liab111ties associated with <br />that operation. This 1s one purpose for corporate ownership <br />and management. We do not wish to recede from this. <br />i trust this reaporse is helpful, should you wish me to draft <br />a detailed agreement reflective of this and those observations <br />set forth in your letter of March 15, please advise. If my <br />presence in Denver will be helpful, please so inform me. <br />I hope there is a way here to bring these properties into <br />effective operation and proceed to develop a positive cash <br />flow for all interests. <br />cc: Richard and Gwen Fraser <br />