Dear Jeffrey,



Before sending this memo, we needed to finalise our
meeting with Jean-Luc.
Yesterday, we discussed the "project" and also the
organisation of sending a
few Elite models to MC� for the NY collections.



Last week, we also received a last written proposal
from Mr Trump; as
expected it was ridiculous and insulting. The
problem for us remains in the
payment of our loans and commissions for 2005. We
will seek some advice on
how to handle it.



The project that was already roughly outlined in my
fax of December
19thcould be described as follow :



1. Creation of a new company, e models, e=mc�, e
management (our
favourite name which is available for
registration), that would take over
the assets

of Jean-Luc's agency for a price to be calculated.

Jean-Luc seems to have some problems with his
accountant; I suggested him
to use Harvey Tanton who was the accountant of Elite
NY for nearly 20
years. He knows this business thoroughly, and can
make a quick audit for
him.

The participation of Elite Europe could be 15% or
20% in order to link
strongly our interest in the success of the NY
agency.

We just have to discuss which part of the financing
will be put in capital,
and which part will be a loan for the working
capital.

The ownership of the 85% or 80% capital would have
to be decided between
yourself and Jean-Luc, but the first idea being that
you control the
majority.



1. The company should have a sufficient working
capital to operate :



- A voucher system (payment of models after
the job)

- The payment of commissions on a quarterly
basis

- The hiring of one or two first class head
bookers

- Some scouting expenses

plus of course, 3 months of operational "general
expenses"



* I am not yet in a position to make a budget
without receiving the 2005
figures of the NY agency.

* The estimation of such a working capital is
around 2.5 million dollars



1. The contract between the NY agency and the
Elite Group could be as
follow :



- Right of first refusal for each party
for all the models from
the other party

Models refused by one party could eventually be sent
to another agency.

Some of the models currently represented by Elite NY
or One Model Management
may remain there (if already contracted).

- Commissions will be paid by each party to
the other on the
quarterly billing figures (10% of the model fees
before commission and
taxes)

Statements are sent one month after the end of the
quarter and paid upon
reception of the invoice.

- Scouting

Some scouting operation could be shared through a
common scouting company
owned 50/50 (S.C.)

Example: a Russian scouting operation (fee and
expenses) yearly cost for
S.C. $120,000 advanced 50/50 by each party.

The models scouted by S.C. will be subject to the
usual commission that will
be paid by the agencies of the two parties to S.C.

S.C. will repay its 2 shareholders 50/50.

- Common investments

We could consider that some peripheral agencies, but
in important modelling
location, could be owned and operated together
(50/50)

Example : Brazil, London

- At a later stage, a reciprocal
participation of the NY agency or
of yourself in the Elite Group could be discussed.



Please let me know your comments on this draft.

Looking forward to hearing from you.



Very best regards,



Alain Kittler