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MEMORANDUM


      EXECUTIVES              To: Bentley Zhao, Chairman & CEO New Empire

    F. Anthony Santiago, MBA  Fr: Richard Winkler, General Counsel – Affi  nitas Life
         Founder &            Da: November 17, 2017
     Chief Executive Offi  cer
                              Re: Utilization of Counsel and Legal Service Considerations
     Richard G. Winkler, Esq.  Cc: Anthony Santiago, Chairman & CEO Affi  nitas Life
       General Counsel
      Wayne J. Sadin, MS      Mr. Zhao:
    Chief Operating Offi  cer &
    Chief Technology Offi  cer
                              As we embark on the solidifi cation of a strategic partnership between New Empire
      Richard D. Russell,
      MBA, CPA, CGMA          Development Group and Affi  nitas Life, I thought it might be appropriate to reach out to
     Chief Financial Offi  cer  you to give you some food for thought as well as some peace of mind when it comes to
       Th  omas J. Flitsch,   the legal work that may be required immediately and down the road as our relationship
         AIA, MBA             maturates.
    Chief Development Offi  cer

     Lewis J. Gordon, CHA     First and foremost, I am happy to work with whomever you may choose to review and
    Chief Hospitality Offi  cer
                              consult on your behalf. If there is a singular person or fi rm that you would prefer that I
      Kathleen Wentworth      speak with, please advise and I will make contact with them directly. I can provide them
        Chief of Staff
                              with WORD format documents for the Joint Venture Agreement and the Operating
       Richard Restiano       Agreement for New Empire Affi  nitas Life Development Company, LLC for ease of
     Director of Operations
      & Strategic Alliances   editing.

                              Secondly, whether you have in-house General Counsel or prefer for me to work with
                              outside law fi rms that you frequently engage, my approach is no diff erent. I am a business
    ADVISORY BOARD            lawyer and my focus is always the same; get the deal done. I believe in fairness and

       Blair Minton, RN       reasonableness and have spent over 30 years fi nding workable and practical solutions
                              to diffi  cult problems.
     Steven Fuller, PhD, DO
    John Lombardi, CPA, MBA   Because  of  my  prior  Experience  as  General  Counsel  to  Equivest  Finance,  Inc.,  a
       Steve Panyko, MS       public Company (reporting to Richard C. Breeden, the former Chairman of the SEC),
                              I understand what it means to limit legal costs and get things done as quickly and
    Nick van Terheyden, MD
                              effi  ciently as possible. I have a particular sensitivity to only utilizing counsel when
                              necessary and limiting the running of the meter. That is all part and parcel of my job with
       Re-LIFE-Ment:          Affi  nitas and I will provide whatever legal and business counsel that you and Anthony
       Reinventing Past       may seek for this new venture that conforms to this core business philosophy. By way
     Notions of Retirement
                              of example, below are a few things that I continually keep in mind for the benefi t of
                              any company under my care when it comes to incurring costs for legal expenditures:




                                                                     Main Offi  ce
                                                   370 Lexington Avenue, Suite 410  ◆  New York, NY 10017
                                                        Offi  ce: 877.416.5326  ◆  www.affi  nitaslife.com

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