comprised of (I) the return of the $38,000 note

 

                               EXHIBIT 10(E)(III)

                                 BRESLIN REALTY
                                DEVELOPMENT CORP.

Paul Berger                                     516-741-7584
Executive Vice President

                             March 13, 1996

VIA FACSIMILE
- -------------

Mr. Bernard Korn
Colonial Commercial
3601 Hempstead Turnpike - Suite 121-I
Levittown, New York 11756

                        Re: Colonial Commercial
                            -------------------

Dear Bernie:

     This letter is written to memorialize the conversations which you and I had
over the telephone yesterday.

     We discussed the need to furnish you and your attorney with more specific
detailed information respecting the 16-acre J-3 zoned neighborhood shopping
center site in Yaphank which was suggested as the collateral for the
indebtedness remaining due from Breskel Associates (Breslin and the Frankel
Estate). You indicated that you were prepared to consent to an extension of time
to answer and to instruct your attorney with respect to such an extension beyond
March 13, 1996 only if the following was done and/or agreed upon in writing, as
the case may be:

1.  Wilbur's earlier communication outlined the payment of the sum of $100,000,
    comprised of (I) the return of the $38,000 note from Colonial marked "paid"
    or "satisfied", and (ii) $62,000 in cash plus interest from January 1, 1996.
    In light of the fact that the cash portion of such payment would probably
    not be available until sometime during the second week of April, 1996,
    Wilbur's earlier communication must be modified. Wilbur is to confirm that
    the $62,000 cash payment will be made on or before April 10, 1996 and the
    $38,000 note will be deposited with Colonial Commercial's attorney to be
    held in escrow subject to consummation of the closing pursuant hereto;

2. Wilbur is to confirm his agreement to furnish such of the title material and
   existing environmental studies, copies of material relating to zoning
   affecting the parcel, all findings made in connection with the environmental
   impact study as it affects the subject parcel and obtain, probably within the
   next week, but certainly on or before April 10, an appropriate letter from
   the counsel handling the zoning and the Pine Barrens litigation and
   negotiations, outlining the impact of the presence or non-presence

   of the subject parcel within the CORE Preservation Area of the Pine Barrens.
   (I indicated to you that I would contact Herb Balin and ask him to provide an
   appropriate explanatory letter which would also explain the operative effect
   of a transfer of this site into the CORE Preservation area and the obligation
   of the governmental authority having jurisdiction to pay the value of the
   property in cash or to substitute for the property other property of
   equivalent value to that of the property transferred into the CORE
   Preservation area. In making my request to Herb Balin, who is the attorney
   likely to prepare the letter for you, I will ask that he accompany his letter
   with excerpts from the findings supporting his letter). If you are not
   satisfied with the collateral proposed, after review of the material
   furnished, Wilbur will try to provide a satisfactory substitute collateral
   security;

3. Wilbur is to confirm his agreement to pay the reasonable costs incurred by
   Colonial in connection with resolving the existing dispute, including
   recording fees and filing fees, reasonable attorneys' fees and disbursements
   in enforcing the Note dated January 31, 1994 and in connection with the
   agreement, costs of updating environmental reports, surveys, title reports
   and, if necessary, the cost of obtaining an appraisal letter from a qualified
   appraiser confirming that the value of the subject collateral is at least
   equal to the outstanding amount of the Colonial loan. So long as there is
   such a letter attesting to a value at least equal to the outstanding amount
   of the loan, a formal appraisal shall not be required,

4. Wilbur is to agree to withdraw the lawsuit brought by him alleging fraud in
   connection with the inducement of the loan and to discontinue such action
   with prejudice on behalf of himself, the partnership and the Estate,
   simultaneously with the closing of the modification of the note and
   implementation of the collateral transaction; and

5. The balance of the obligation, after application of the $100,000 payment, 
   will be evidenced by a restated note to be delivered at closing setting forth
   the agreed repayment schedule as evidenced by the letter dated February 28,
   1996 from Wilbur Breslin addressed to Bernard Korn.

   It was my understanding, following our discussion, that if Wilbur was
agreeable to the above-outlined terms and schedule and if the $38,000 note was
undertaken to be delivered at the closing, the pending matter and the time to
answer would be adjourned in order to provide opportunity to furnish the
additional material not heretofore furnished to your attorney, together with the
Herb Balin explanation letter and relevant updated materials (provided such
updated materials are obtainable) and that, at such closing, if the fine-tuning
and due diligence with respect to the collateral had been completed, the
restated note and the collateral given to secure the note would be delivered and
the litigation commenced by you would be adjourned or discontinued without
prejudice so long as the restated note was honored and its terms performed until
the note was paid. Consonant with the philosophy of such a disposition of the
matter, the $62,000 cash 

payment, if not made by April 10, 1996, would constitute an Event of Default 
under the mortgage and the restated note.

     I think the foregoing outline of our conversation includes all of the items
discussed. If the foregoing accurately reflects your understanding of the
conversation we had, please indicate your agreement by countersigning the copy
of this letter and furnishing me with a countersigned copy. Wilbur has reviewed
this letter and has evidenced his agreement with the terms set forth, provided
that you similarly agree to the terms as outlined If the terms are agreeable to
both, we can implement the arrangement, the understanding being that the entire
arrangement is conditioned on the due diligence investigation confirming that
good title to the property reposes in Breskel Associates, that the property is
substantially as described in the metes and bounds description and the survey
heretofore furnished that the appraisal letter confirms that the value is at
least equal to the amount of indebtedness and that Herb Balin's letter provides
the explanation of the status of the property in the context of the Pine
Barren's legislation and its provisions respecting the CORE preservation area in
a manner reasonably acceptable to Colonial. If you are not satisfied with the
collateral proposed, after review of the material furnished, Wilbur will try to
provide a satisfactory collateral security.

     If there is reasonable objection by you and/or your attorney to the
adequacy or appropriateness of what is revealed by the due diligence
investigation, the parties would be restored to the status quo ante, the $38,000
note will be returned, the $62,000 payment will not be made, the note and
mortgage will not be delivered and all agreements respecting the restraints on
the conduct of the existing litigation would be withdrawn. The time for delivery
of any documents in the litigation pending will be due ten (10) days following
your declaration that the collateral being offered is not satisfactory. Colonial
will advise Wilbur, in writing, if it determines that the collateral is not
satisfactory and the delivery of such notice will trigger the time period within
which any pending responsive litigation documents would be required to be
served.

     I am hopeful that necessary third party responses will accommodate the
schedule outlined, knowing that we have a title company to deal with,
environmental engineers to deal with and, of course, attorneys to deal with. I
have kept the schedule at the tight level that you requested and we will make
every effort to get the items that we are trying to have furnished to you within
those scheduled time frames. I look forward to being able to dispose of this
matter with minimal further damage to those concerned, financial and/or
psychological.

                                        Very truly yours,
                                        /s/ Paul Berger
                                        Paul Berger

Acknowledged and Agreed to by:   Acknowledged and Agreed to by:
/s/ Wilbur F. Breslin            
- ---------------------            -------------------------- 
Wilbur F. Breslin                   Bernard Korn 

Basic Info X:

Name: comprised of (I) the return of the $38,000 note
Type: Note
Date: March 29, 1996
Company: CCOM Group, Inc.
State: New York

Other info:

Date:

  • March 13 , 1996
  • January 1 , 1996
  • the second week of April , 1996
  • January 31 , 1994
  • February 28 , 1996
  • April 10 , 1996

Organization:

  • BRESLIN REALTY DEVELOPMENT CORP.

Location:

  • Hempstead Turnpike
  • Levittown
  • New York
  • Yaphank

Money:

  • $ 100,000
  • $ 38,000
  • $ 62,000

Person:

  • Dear Bernie
  • Wilbur Breslin
  • Herb Balin
  • Paul Berger Paul Berger
  • Wilbur F. Breslin Bernard Korn