Merrill Zurich, Inc. structure gives an enhanced

investment benefit of the Management Firm’s real estate investment fund to

REIT IPO

Why Merrill Zurich, Inc. Now?

The financial system imploding makes it the right time to capitalize Merrill Zurich, Inc. as a “Fund Management Firm”

There is a uniquely timed opportunity to create its first fund, a Real Estate Investment Trust (REIT), known for dependability and quality of its income using Marcus & Millichap’s Major Account Service (MAS) and MNET access. .

Stability

Merrill Zurich, Inc. will set up and seed capitalize the Management Firm Then incubate the real estate fund to

become a REIT for future IPO. It will create the bankable private real

estate investment fund (fund) using the most stable REIT category of triple net lease (NNN) properties with at least 10 years of lease remaining.

REITs are Proven Performers

Invest in Convertible Bridge Notes

PRIVATE PLACEMENT MEMORANDUM

BOX 1422, LAKE JACKSON, TEXAS 77566

First Round: Seed Capital

DEBT CAPITALIZATION

Convertible Bridge Notes – 16% Coupon, Maturity 2009

Underwriting Aggregate Discounts & Aggregate Proceeds No. of Price Commissions Discounts & To Notes Per Note Percentage Commissions Issuer 37 $10,000 00.00% $00.00 $370,000

$370,000 Convertible Bridge Notes – 16% Coupon Maturity 2009 creating NNN Revenue from 3 property types

Year 1-2009 Year 2-2010 Year 3-2011 Year 4-2012 Year 5-2013

REVENUE ASSUMPTIONS: Management Service SalesNumber of Walgreen Type "NNN" Contracts 1 4 17 69 283Average Price Per Service "A" Contracts $ 69,160 69,852 70,552 71,258 71,971Total Service "A" Contracts $ 69,160 286,394 1,185,971 4,911,154 20,337,291

Number of Restaurant Type "NNN" Contracts 1 3 9 28 87Average Price Per Service "B" Contracts $ 28,000 28,560 29,131 29,714 30,308Total Service "B" Contracts $ 28,000 87,108 270,993 843,059 2,622,757

Number of Other Misc Type "NNN" Contracts 1 3 9 27 81Average Price Per Service "C" Contracts $ 72,835 74,291 75,777 77,293 78,839Total Revenues for Service "C" Contracts $ 72,835 $ 222,874 $ 681,994 $ 2,086,902 $ 6,385,920

Gross Revenue - Services $ 169,995 $ 596,376 $ 2,138,958 $ 7,841,115 $ 29,345,968

Walgreen “Type” Example

Restaurant “Type” Example

Other “Type” Example

Sustainable Competitive Advantage Starts As A Major Account Service

The Management Firm’s Major Account Services (MAS) MAS is a Marcus and Millichap team of

highly experienced financial analysts and research professionals providing financial modeling, analysis and valuation, portfolio analysis, exclusive offering memorandums, specialized marketing material and a future generation of full-scale diligence complete packages of properties.

The Competitive Advantage Continues

with MNET MNET , Marcus and Millichap’s

national inventory system meets the buying criteria demand and volume through the nation’s largest investment commercial real estate brokerage and consulting firm’s 1400 agents. MNET gives the Management Firm a competitive property availability advantage through state-of-the-art technology. MNET is fast reliable desktop access to the internal inventory system.

OPPORTUNNITY TO BUY PARTICIPATING & CONVERTIBLE

PREFERRED SHARES

PRIVATE PLACEMENT MEMORANDUM

BOX 1422, LAKE JACKSON, TEXAS 77566

First Round: 1st Stage Seed Capital

EQUITY CAPITALIZATION

PARTICIPATING & CONVERTIBLE PREFERRED SHARES

7% Stated Cumulative Dividend 41% Participation of Net Income

Convertible 1 for 2 into 20% Common Equity Callable: 12/31/2013 at 165% of Par

PARTICIPATING & CONVERTIBLE PREFERRED SHARES7% Stated Cumulative Dividend * 41% Participation of Net

IncomeConvertible 1 for 2 into 20% Common Equity

Callable: 12/31/2013 at 165% of Par $7,500,000 Series A

Future Access to Capital

Merrill Zurich, Inc. will grow rapidly becoming a powerful source of REVENUE for shareholders

Describing the market now, Warren

Buffett referred to the greatest hockey player ever, he wrote: “In waiting for the comfort of good news, they are ignoring Wayne Gretzky’s advice: ’I skate to where the puck is going to be, not to where it has been.”’ msnbc.com

news services updated 2:18 p.m. ET, Fri., Oct. 17, 2008