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Letter of Refusal 
(Declining an Offer)  

                                                                                                       345 Main Street
                                                                                                       Lock Haven, PA 17745
                                                                                                       March 29, 2002

Mr. George Duval, Manager
Sales and Marketing Division
Colonial Properties, Inc.
1700 Colonial Parkway
Williamsburg, VA 34566

 Dear Mr. Duvall:

 Thank you very much for offering me the position of commercial leasing agent with Colonial Properties.  I appreciate your discussing the details of the position with me and giving me time to consider your offer.

 After careful deliberation, however, I am going to have to decline your offer.  I realize that in order to generate the quantity of sales necessary to reach mutual goals, I would have to invest a great deal of time in travel.  At this point, I am not able to make that kind of commitment.  This has been a difficult decision for me but I believe it is the appropriate one for my career at this time.

 I want to thank you for the consideration and courtesy given to me.  It was a pleasure meeting you and I apologize for any inconvenience my decision may cause.

                                                                                                    Sincerely,

                                                                                                   (Written Signature)

                                                                                                   John Smith

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