Ms. Robinson,

The Skytop Management Commitment Letter is attached.

Four days after the November 20 Rule 69 Examination (Nov 24), at 3:00 pm, you e-mailed a list of documents that you wanted from me. By Wednesday afternoon, the 26th of November, you called and subsequently e-mailed me saying that it was "inexcusable' that I hadn't delivered documents to you discussed during the rule 69 examination that you had me attend last Thursday. My excuse is that I'm investing considerable time on financing solutions for the Grassy Creek, 4S and MAPI problems instead of generating billable hours. What is inexcusable is that:

1. Your client, who made the Lake Village Loans, and who was in the position of managing the disbursements of the loan proceeds, didn't have the controls in place to make sure that invoices were timely paid and construction liens could not be filed, i.e. making sure work was completed and then making distributions directly to the Vendor upon receipt of invoices/pay orders. We are all now paying the price.

2. Vectra Bank's own Market President was in league with, and incentivized by, the very the people that caused the liens to be filed...the same people who were delegated by the Bank to pay for work done at Lake Village. I have the documents that prove this.

3. Vectra Bank and your firm have, in over 15 months, failed to determine that the liens filed by Robinson Construction are not valid liens by virtue of a) accounting records; b) time elapsed from date of last work done to filing of mechanic's liens; c) misrepresentation of lien waivers relative to pay orders, or lack thereof; d) failure to complete, in a workmanlike manner and at reasonable cost; e) discover/recognize that Robinson Construction was paid by Robinson and Sons, invalidating the filed liens. In short, there has been a failure on the part of Vectra Bank to provide adequate oversight of the loans, and failure on the part of legal counsel (in general) to produce effective legal strategies to remove the liens filed against Vectra Bank's primary collateral...Lake Village. Everybody involved in this mess knows that Robinson's liens are invalid/unenforceable on some level (even Robinson)...its the 800 lb gorilla in the room.

4. I had to unwrap roughly $7million in sales and reservations that could have paid off the Vectra Bank loans had the Robinson liens not been filed, or had they been pursued legally for what they are.

5. As a guarantor, I relied upon professional administration of the loan made by Vectra Bank for Lake Village. I knew then, and I know now that the collateral value of the Lake Village was, and is, more than sufficient to retire the Vectra Bank Loan. I was comfortable signing as a guarnator both personally and as manager for Grassy Creek Holding Company because I know the value of the collateral...whats inexcusable is how this property has been tied up for 15 months when it could have been sold many times over to individual end-users or in bulk.

I have not dodged service, am always available by phone, am committed to the projects, and have worked diligently for common solutions for over 15 months...without a paycheck. Please don't call and threaten me because you don't have your documents in 3 or 4 days. I'm busy. I don't work for you and I don't have time for rude people. If you want to be part of a solution, I'm happy to work with you, Bob Roldan or anyone else connected with Vectra to bring this to a satisfactory conclusion. If you want to show me how assertive you can be, or how much pressure you can bring to bear, its unlikely you will get the results you are looking for.

Roger Johnson

See related document: Did Vectra Bank Colorado fail to fulfill its fiduciary responsibility? View