DELEGATION AGREEMENT OF TARPON POINTE 9, LLC

EXHIBIT 99.B

DELEGATION AGREEMENT OF TARPON POINTE 9, LLC

This Delegation Agreement (hereinafter referred to as the “Agreement”) is made on this 3rd day of June, 2004, by and between PHASE 2 PROPERTIES, LLC, a Nevis limited liability company, party of the first part (hereinafter known as “PHASE 2 PROP”) and TARPON POINTE 9, LLC, a Florida limited liability company, party of the second part (hereinafter known as “TARPON”).

W I T N E S S E T H:

WHEREAS, on April 19, 2004, PHASE 2 PROP as sole Member of TARPON entered into an Operating Agreement, appointing XXXXXX X. XXXXX, Manager of TARPON; and

WHEREAS, the sole Member and Manager of TARPON have agreed upon the delegation of all powers vested in the Manager in that certain Operating Agreement, entitled “Operating Agreement of Xxxxxx Xxxxxx 0, LLC”, dated April 19, 2004, as hereinafter enumerated and qualified, to and in favor of XXXXXXX X. XXXXXXX and XXXXXX X. XXXXXXX,

NOW, THEREFORE, THIS DELEGATION AGREEMENT witnesses that, in consideration of their mutual promises, covenants and agreements, each to the other made, the receipt and sufficiency of which is herewith acknowledged, the parties hereby do agree as follows:

That XXXXXXX X. XXXXXXX and XXXXXX X. XXXXXXX are hereby vested with the same management powers issued to the Manager under the Operating Agreement of TARPON.

XXXXXXX X. XXXXXXX and XXXXXX X. XXXXXXX hereby consent to the delegation of authority described in this agreement and all terms and conditions relating to such delegation.

IN WITNESS WHEREOF, the parties hereto set their hands and seals on the third day of June. 2004, intending that this Delegation Agreement become effective after execution by all of the parties hereto.

SOLE MEMBER:

PHASE 2 PROPERTIES, LLC, a Nevis

limited liability company, by n through its Manager,

ST. XXXXX MANAGEMENT COMPANY, LTD.

By:	/s/ Xxxx Xxxx
	Print Name: Xxxx Xxxx
	Title: Director

0

XXXXXX XXXXX 9, LLC, a Florida

limited liability company

By:	/s/ Xxxxxx X. Xxxxx
	XXXXXX X. XXXXX, Manager

ACCEPTANCE OF DELEGATION AUTHORITY:

/s/ Xxxxxxx X. Xxxxxxx

XXXXXXX X. XXXXXXX, Authorized Signatory

/s/ Xxxxxx X. Xxxxxxx

XXXXXX X. XXXXXXX, Authorized Signatory

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