Midway Development Company ,
 Kay,

Pursuant to your request, we have reviewed the project documents in
connection with possible sale of Midway Development Company in order to
determine whether, if the transaction were structured as a sale of assets,
consent would be required to assign any agreements or permits of Midway to
the purchaser.  The results of our review are summarized in the attached
chart.  As you will note, there should not be a problem assigning any of the
agreements or permits in connection with the contemplated sale, but certain
forms and applications under applicable statutes and regulations would be
required to be submitted in order to obtain consent from the relevant
governmental authorities to assign the permits.  However, various agency
representatives we spoke with indicated that it would be highly unusual to
deny permission to transfer.

If you have any questions or comments, please feel free to contact me.  I
hope you're having a good time in Belize.

Regards,

William ("Bill") Parish
King & Spalding
1100 Louisiana, Suite 3300
Houston, Texas  77002
Phone: 713/276-7413
Fax: 713/751-3280
E-mail: bparish@kslaw.com <mailto:bparish@kslaw.com> 

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