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BELLER AND BELLER

375 County Road 39
Southampton, New York 11968

8-9-98

Windmill Entertainment. Inc.
20 Hampton Rd.
Southampton, N. Y. 11968

Att.: Ron

Dear Ron:

As usual, it's always a pleasure speaking & discussing with you how to improve our position in life. The talk we had this past Friday was very rewarding to me, and hopefully, to you.

I calculated the common charges from 1-3-97 through 5-15-98, a period of 17 months. The total was $877.29. Averaging $51.60 per month. As of 7-10-98, I started to include the space left by Fredda which added 10% additional. In round numbers, it came up to pushing $60.00 per month.

For the first 2 years of your new lease, (1-1-99 to 12-31-2000), your rent will be at $3240.00 per month including your common charges, however, excluding the Real Estate tax and my insurance premium increases. Starting 1-1-2001 you will incur a 3% increment rent increase per year for the term of your lease. I believe this is fair and equitable.

Kindly advise.

Very truly yours,

Irv