EXHIBIT ~5~

January 3, 2011 7:16 AM

From: manjul derasari [mailto:manjulderasari@gmail.com]
Sent: Monday, January 03, 2011 7:16 AM
To: Anthony Kirkpatrick MD, PhD
Subject: Re: Financial planning for the year 2011

EXCERPTED

Tony,


We have a very long professional relationship.Dating back to 1988. You were the first faculty hired by Dr Downs I was the first resident paired with you. You and me are very different in many many ways , but we have a lot mutual appreciations. That may be one reason that we got involved more professionally nineteen years later in December 2007.The situation was different then than it is now.


I had purchased 1910 -1912 Building in July 2003 from dentist at $ 300k,I first I did build up on my side of the office as other dentist continue to be tenant up to january of 2004.In o4 -05 I build up 1910 building for renting purpose.I did not get suitable tenant time.and those who came I did not like. Some time in late 2007 you contacted me that you were looking for a place to lease.

USF anesthesiology was in iminent danger of closing, and it did shut down in July 2008. At that time lawywers came to me to sale their building. We went into a 50-50 partnership and created Manjul & Anthony LLC. to purchase that building. We have put in 50-50 for the expanses we are going to clarify those expanses as I have pulled those papers.


My position is plain and simple right from get go that this LLC is between you and me, while we are alive and its 50-50.After I am gone my wife and or my kids become leagally responsible to get the profit or loss from that LLC. My concern is Foundation( RSD/CRPS ) is renting my building at 1910 East Busch Blvd.When I pass I want that building at 1910-1912 East Busch Blvd to remain with my survivors-that may be my wife or my kids.In other words during the time that you and me are alive 1900 block ownership is 75% -25% Manjul and Anthony F Kirkpatrick. When one or both of us are gone fair and eqitible ownership should be 50-50 with you HEIRS and my HEIRS.


Changing to above agreement -SECURITY Bldg # 1 you and me should pay our share Bldg# 2 50-50.


I suggest language to add in above agreement that the new account we are opening with Bank of America is in the name of Manjul & Anthony LLC.
It is my explicit understanding that this M & A LLC is between two individuals mentioned in the name of LLC.

We have work to do,accounting for 2010 expanses that you and me need to share as well as 2010 rent for 1910 .


Looking foreward to 2011 and long future relationship.

Sincerely,

Manjul Derasari.

On Wed, Dec 29, 2010 at 10:45 PM, Anthony Kirkpatrick MD, Ph.D. <akirkpat@tampabay.rr.com> wrote:

MEMORANDUM TO DR. ANTHONY KIRKPATRICK’S FILE WITH AN EMAIL COPY TO DR. MANJUL DERASARI

On December 29, 2010, Dr. Kirkpatrick and Dr. Derasari met and agreed to the following structure for future financial transactions involving the LLC for building #2 (1902-1904 E. Busch)

Beginning January 1, 2011, we will establish an account for the LLC at the Bank of America.

We will deposit $25,000 each in the checking account for a total deposit $50,000. Both physicians will have equal access to the checking account. However, neither physician will withdraw money from the account without the written permission of the other person except for withdrawals related the following reoccurring expenses:

  • Mortgage estimated for building #2 estimated to be $30,600 for the year 2011 – Expense paid 50/50
  • Florida taxes for building #2 is estimated to be $6500 for the year 2011 – Expense paid 50/50
  • Insurance is estimated to be $1900 for building #2 for the year 2011 – Expense paid 50/50
  • Water usage for the entire property (Building #1 and #2) will be approximately $7000 per year – Expense paid 50/50
  • The electric expense for building #2. (Previously Dr. Kirkpatrick paid 100 % of the electric expense for 1902) – Expense will now be paid 50/50 for building #2
  • Security expense through ADT Inc. for the entire property (Building #1 and #2) - Expense paid 50/50
  • Landscaping expense: We agreed to a 40:60 split with Dr. Derasari being responsible for $1575 per year and Dr. Kirkpatrick being responsible for $1008 per year.
  • Pest Control: - Expense paid 50/50
  • Fees required to maintain the legal status of the LLC with the State of Florida - Expense paid 50/50

The total amount of estimated expenses for all the above reoccurring items outlined above is $49,250 for the year 2011.

We agreed that Dr. Derasari would receive the bills for the above expenses.

We agreed if Dr. Derasari becomes incapacitated and unable to make decisions that his wife will assume that responsibility regarding decisions about the property.

We agreed if Dr. Kirkpatrick becomes incapacitated and unable to make decisions that Jerry Trachtman ESQ, General Counsel for the International Research Foundation for RSD / CRPS, will assume that responsibility regarding decisions about the property.

Dr. Derasari agrees to inform Dr. Kirkpatrick immediately if the above does not accurately represent their mutual agreement.

___________________________

Anthony Kirkpatrick, M.D., Ph.D.

AK/vaa/RPI/DR_KIRKPATRICK

DD: 12-26-10

DT: 12-27-10

Electronically signed 12/29/10