NCI - Pleasant Valley Estate PPM

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Private Placement Information Memorandum

Pleasant Valley Estates Marlboro, NJ

NationalCapitalInvestments

3/17/2010

No attempt will be made to make a market in these units, and it is not intended that such a market develop.

Confidential

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TABLE OF CONTENTS

Photos

The Maps

Investment Conditions

The Offering

The Property

The Sponsor

Professional Advisors

Investment & Business Strategy

Market Data

Scope of the Project

The Area

Financial Summary

Expenses & Fees

Other Information

Summary of Principal Terms


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PHOTOSPleasant Valley Estates


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201 Walnut Drive


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213 Walnut Drive


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214 Walnut Drive


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310 Bayview Drive


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MAP


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INVESTMENT CONDITIONSTHIS INVESTMENT PROPOSAL HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF THE PERSONS INTERESTED IN INVESTING IN

THE PROPERTY. THE INFORMATION CONTAINED HEREIN MAY BE USED ONLY FOR THE PURPOSE OF EVALUATING AND

INVESTING IN THE PROPERTY. THE REPRODUCTION OR DISTRIBUTION OF THIS PROPOSAL, IN WHOLE OR IN PART, THE

DIVULGENCE OF ANY OF ITS CONTENTS, OR THE USE OF CONTENTS HEREOF FOR ANY PURPOSE OTHER THAN THE

EVALUATION OF AN INVESTMENT IN THE PROPERTY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE SPONSOR, IS

PROHIBITED. THE EXISTENCE AND NATURE OF ALL CONVERSATIONS REGARDING THE PROPERTY AND THIS PROPOSAL MUST

BE KEPT STRICTLY CONFIDENTIAL.

BY ACCEPTING THIS INVESTMENT PROPOSAL, THE RECIPIENT AGREES: (1) TO KEEP CONFIDENTIAL ALL INFORMATION

CONTAINED HEREIN; (2) TO NOT DISCLOSE ALL OR ANY PART OF SUCH INFORMATION TO ANY THIRD PARTY WITHOUT THE

PRIOR WRITTEN CONSENT OF THE SPONSOR, AND (3) UPON REQUEST, TO RETURN PROMPTLY TO THE SPONSOR AL

INFORMATION RECEIVED, WITHOUT RETAINING COPIES THEREOF, IN THE EVENT THAT THE RECEIPIENT DOES NOT INVEST

IN THE PROPERTY PURSUANT TO THE INVESTMENT PROPOSAL.

IF A PROSPECTIVE INVESTOR IS UNWILLING TO BE BOUND BY SUCH RESTRICTIONS, SUCH INVESTOR MUST RETURN THIS

PROPOSAL TO THE SPONSOR WITHOUT FURTHER REVIEW AND WITHOUT RETAINING ANY COPIES OF THIS PROPOSAL.

INTERESTS IN THE PROPERTY ARE OFFERED ONLY TO INVESTORS MEETING CERTAIN SUITABILITY STANDARDS. INVESTORS

GENERALLY MUST QUALIFY AS ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF

1933. AS AMENDED.

THIS INVESTMENT PROPOSAL DOES NOT CONSTITUTE AN OFFER OF AN INTEREST IN THE PROPERTY UNLESS YOUR NAME

APPEARS ON THE COVER PAGE OF THIS PROPOSAL.

THE INTERESTS IN THE PROPERTY OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933, AS AMENDED (THE ACT); UNDER THE SECURITIES LAWS OF ANY U.S. STATE OR UNDER THE

SECURITIES LAWS OF ANY OTHER COUNTRY OR JURISDICTION. THE PROPERTY WILL BE OFFERED AND SOLD IN RELIANCE ON

AN EXEMPTION FROM REGISTRATION UNDER THE ACT PURSUANT TO REGULATION D.

PROMULGATED THEREUNDER (REGULATION D), ANY OFFER, SALE, RESALE OR DELIVERY OF ANY OF THE INTERESTS IN THE

UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BELOW) WOULD CONSTITUTE VIOLATION OF UNITED STATES LAW

UNLESS MADE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT OR PURSUANT TO AN EXEMPTION

THEREFROM, SUCH AS REGULATION D.

AS USED HEREIN, UNITED STATES MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE

OF THE UNITED STATES AND DISTRICT OF COLOMBIA, ANDU.S PERSON MEANS: (1) A NATURALIZED PERSON RESIDENT IN

THE UNITED STATES; (2) A PARTNERSHIP OR CORPORATION ORGANIZED OR INCORPORATED UNDER THE LAWS OF THE

UNITED STATES; (3) AN ESTATE OF WHICH ANY EXECUTOR OR ADMINISTRATOR IS A U.S. PERSON; (4) ANY TRUST OF WHICH A

TRUSTEE IS A U.S. PERSON; (5) ANY ANGENCY OR BRANCH OF FOREIGN ENTITY LOCATED IN THE UNITED STATES; (6) A NON-

DISCRETIONARY ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN ESTATE OR TRUST) HELD BY A DEALER OR OTHER

FIDUCIARY ENTITY FOR THE BENEFIT OF ACCOUNT OF A U.S. PERSON; (7) ANY DISCRETIONARY ACCOUNT OR SIMILAR

ACCOUNT (OTHER THAN AN ESTATE OR TRUST) HELD BY A DEALER OR OTHER FIDUCIARY ENTITY ORGANIZED,

INCORPORATED OR (IF AN INDIVIDUAL) RESIDENT IN THE UNITED STATES; OR (8) A PARTNERSHIP OR CORPORATION

ORGANIZED UNDER THE LAWS OF ANY NON-US. JURISDICTION BY A U.S. PERSON PRINCIPALLY FOR THE PURPOSE OF

INVESTING IN SECURITIES NOT REGISTERED UNDER THE ACT.

THE PROPERTY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACTOF

1940, AS AMENDED, IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES PROVIDED BY EACH IVNESTOR IN SUCH

INVESTORS SUBSCRIPTION AGREEMENT.

THE INTEREST HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMISSION, ANY US.S

STATE SECURITIES COMMISSION OR ANY SECURITIES COMMISSION OR COMPARABLE AGENCY OF ANY NON-U.S. GOVERNMENTOR JURISDICTION, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY U.S.S STATE SECURITIES COMMISSION

OR ANY SECURITIES COMMISSION OR COMPARABLE AGENCY OF ANY NON-U.S. GOVERNMENT OR JURISDICTION PASSED UPON

THE ACCURACY OF THIS PROPOSAL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

EXCEPT AS OTHERWISE INDICATED HEREIN, THIS PROPOSAL SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF

THIS PROPOSAL NOR ANY OFFER OR SALE OF PROPERTY MADE HEREAFTER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY

IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE PROPERTY AFTER THE DATE HEREOF.

THIS PROPOSAL CONTAINS FISCAL, ECONOMIC, LEGAL AND INVESTMENT-RELATED INFORMATION WHICH HAS BEEN

OBTAINED FROM PUBLICLY AVAILABLE SOURCES. WHILE SUCH INFORMATION IS BELIEVED TBY THE SPONSOR TO BE

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RELIABLE FOR THE PURPOSES USED HEREIN, NEITHER THE PROPERTY NOR THE SPONSOR ASSUMES ANY RESPONSIBILITY FOR

THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. A PROSPECTIVE INVESTOR SHOULD INDEPENDENTLY

INVESTIGATE ANY SUCH FISCAL, ECONOMIC, LEGAL AND INVESTMENT-RELATED INFORMATION.

THIS INVESTMENT PROPOSAL CONTAINS CERTAIN FORWARD LOOKING STATEMENT AS DEFINED IN SECTION 27A OF THE

ACT, AND INFORMATION RELATING TO THE PROPERTY IS BASED ON THE BELIEFS OF THE SPONSOR, AS WELL, AS

ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE ON THE PROPERTY. WHEN USED IN THIS PROPOSAL,

THE WORDS ANTICIPATE, BELIEVE, ESTIMATE, EXPECT, INTEND AND WORDS OR PHRASES OF SIMILAR IMPORT, ASTHEY RELATE TO THE PROPERTY, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS

REFLECT THE CURRENT RISKS, UNCERTAINTIES AND ASSUMPTIOSN RELATED TO CERTAIN FACTORS INCLUDING, WITHOUT

LIMITATION, COMPETITIVE FACTORS, GENERAL ECONOMIC CONDITIONS, MARKET CONDITIONS AND OTHER FACTORS

DESCRIBED HEREIS AS ANTICIAPTED, BELIEVED, ESTIMATED, EXPECTED OR INTENDED. THE SPONSOR DOES NOT INTEND TO

UPDATE THESE FORWARD-LOOKING STATEMENTS.

NO REPRESENTATION OR WARRANTY OF ANY KIND IS INTEDED OR SHOULD BE INFERRED FROM THIS INVESTMENT

PROPOSAL, WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENES THAT MAY FOLLOW AN INVESTMENT IN

THE PROPERTY. NO ASSURANCE CAN BE GIVEN THAT EXISTING TAX AND OTHER APPLICABLE LAWS WILL NOT BE CHANGED

OR INTERPRETED ADVERSELY TO THE PROPERTY OR THE INVESTORS.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS INVESTMENT PROPOSAL AS LEGAL OR TAX ADVICE. THE PROPERTY

AND THE SPONSORS DISCLAIM ANY AND ALL LIABILITY FOR RESPRESENTATIONS OR WARRANTIES. EXPRESS OR IMPLIED,

CONTAIN IN, OR OMITTED FROM, THIS PROPOSAL OR ANY OTHER WRITTEN OR ORAL COMMUNICATION TRANSMITTED OR

MADE AVAILABLE TO ANY PROSPECTIVE INVESTOR.

THIS INVESTMENT PROPOSAL DOES NOT PURPORT TO BE ALL INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A

PROSPECTIVE INVESTOR MAY DESIRE IN EVALUATING A POTENTIAL INVESTMENT IN THE PROPERTY. IN MAKING AN

INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST CONDUCT AND RELY ON THEIR EXAMMINATIONS OF THE PROPERTY

AND THE TERMS OF THE OFFERING.

AN INVESTMENT IN THE PROPERTY OFFERED HEREBY INVOLVES SPECIAL CONSIDERATIONS AND PROSPECTIVE INVESTORS

SHOULD CONSIDER CAREFULLY ALL INFORMATION CONTAINED IN THIS PROPOSAL (INCLUDING ANY EXHIBITS AND

SCHEDULES). IN VIEW OF THE RESTRICTIONS ON TRANSFER DISCLOSED HERIN AND THE ABSENCE OF A PUBLIC MARKET FOR

THE SECURITIES, THE PURCHASE OF THE SECURITIES SHOULD BE CONSIDERED ONLY BY PERSON WHO CAN BEAR THE

ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH SUCH PARTYS OWN LEGAL AND TAX COUNSEL, BUSINESS ADVISOR,

INVESTMENT REPRESENTATIVE AND ACCOUNTANT FOR ADVICE CONCERNING THE VARIOUS LEGAL, TAX AND ECONOMIC

CONSIDERATIONS RELATING TO THE PROSPECTIVE INVESTMENT. A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR

THE PROPERTY UNLESS SATISFIED THAT SUCH PARTY AND SUCH PARTYS INVESTMENT REPRESENTATIVE (IF ANY) HAVEASKED FOR AND RECEIVED ALL INFORMATION NECESSARY TO ENABLE THEM TO EVALUATE THE MERITS AND RISKS OF THE

PROPOSED INVESTMENT.

NO PERSON OTHER THAN THE SONSOR HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION,

WITH RESPECT TO THE INTEREST, EXCEPT THE INFORMATION CONTAINED HEREIN, AND ANY INFORMATION OR

REPRESENTATION NOT CONTAINED HEREIN OR OTHERWISE SUPPLIED BY THE SPONSOR MUST BE RELIED UPON AS HAVING

BEEN AUTHORIZED BY THE PROPERTY OR THE SPONSOR.

THIS OFFERING MAY BE WITHDRAWN AT ANY TIME BEFORE A CLOSING AND IS SPECIALLY MADE SUBJECT TO THE TERMS

DESCIRBED HEREIN. THE SPONSOR RESERVES THE RIGHT TO REFLECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO

ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF INTERESTS IN THE PROPERTY REQUESTED BY SUCH

INVESTOR.

IT IS THE RESPONSIBILITY OF EACH INVESTOR PURCHASING PROPERTY TO SATISFY HIM/HERSELF AS TO FULL OBSERVANCE

OF THE LAWS OF ANY RELEVANT JURSIDICTION IN CONNECTION WIH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY

REQUIRED GOVERNMENTAL OR OTHER CONSENTS AND OBSERVING ANY OTHER APPLICABLE REQUIREMENTS.

THE PROPERTY OFFERED HEREBY IS BEING OFFERED TO A LIMITED NUMBER OF PROSPECTIVE INVESTORS MEETING CERTAIN

SUITABILITY STANDARDS. OFFERS AND SALES WILL ONLY BE MADE TO PERSON WHO ARE SOPHISTICATED IN BUSINESS AND

FINANCIAL MATTERS, WHO HAVE KNOWLEDGE AND EXPERIENCE TO EVAULATE THE MERTIS AND RISKS OF AN INVESTMENT

IN THE SECURITIES, WHO HAVE SUFFICIENT FINANCIAL MEANS TO BEAR THE RISK OF LOSS OF THEIR INVESTMENT, WHO

HAVE SUBSTANTIAL INCOME AND WHO HAVE NO NEED FOR LIQUIDITY WITH RESPECT TO THEIR INVESTMENT. THERE CAN

BE NO MORE GUARANTEE OR ASSURANCE THAT THE PROPERTY WILL ACHIEVE OR MAINTAIN SUCCESS IN GENERATING

INCOME FOR A SPECIFIC TIME. EACH PURCHASEER OF THE SECURITIES OFFERED HEREBY SHOULD ACQUIRE SUCH SECURITIES

FOR HIS/HER OWN ACCOUNT AND FOR INVESTMENT PURPOSES ONLY.

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THE OFFERINGIntroductionThis is a private offering (the Offering) of units (as defined below) to selected, qualified, accredited

investors (the Equity Investors). As discussed in further detail below, Equity investors in this offering will

participant in an investment in real estate located at 201 Walnut Drive, 213 Walnut Drive, 214 Walnut

Drive, & 310 Bayview Drive located in Marlboro, NJ (the Real Estate Investment or the Property). The

subject property is currently four vacant approved and improved residential building lots that are 2.21, 4.37,

8.12, and 2.1 acres respectively.

The Sponsor (National Capital Investments) intends to form a Limited Liability Company (LLC) which

shall serve as the property holding company (the HoldingCo) and National Capital Investments shall

serve as the Investment Manager. The Investment Managers shall serve as the sole managing member of

the HoldingCo.

Investors will acquire ownership interests (each a Unit) in the HoldingCo of which the Investment

Manager is the managing member. The price per unit in this Offering will be $250,000.00. It is expected

that the final aggregate offering amount will be $3,750,000.00.

StructureThe organization and capital structure discussed below under which the Real Estate Investment is acquired

and operated is intended to facilitate capital appreciation objectives, minimize Equity Investor Tax

consequences and provide maximum operating flexibility.

As discussed above, each Equity investor will directly purchase and own Units, each representingan ownership interest in the HoldingCo.

The Investment Manager shall be the sole managing member of the HoldingCo. HoldingCo will use the capital provided to purchase a hundred percent (100%) ownership

interest in the property and fund a hundred percent (100%) of construction costs.

Investment ReturnsThe actual returns to the Equity Investors will be paid in the form of dividends and capital distributions

from HoldingCo out of its earnings and capital at the conclusion of the project. Duration of the project is

anticipated to be between 2 and 2.5 years. The earnings of HoldingCo will include distributions paid to it by

the Real Estate Investment from net proceeds arising from the sale of said property. Any proceeds are to beshared by Equity Investors and Investment Manager Affiliates on a pro rata basis pursuant to their

ownership interest in the Property.

The net sale proceeds from the sale/disposition of the Real Estate Investment will be the only sources of

income from which HoldingCo and the Investment Manager Affiliates will meet, without limitation, the

following: (a) acquisition and engineering costs, (b) ongoing operating expenses and capital expenditures, (c)

any projected distributions ultimately to be received by the Equity Investors.

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Transferability of UnitsNeither HoldingCo nor the Investment Manager will attempt to make a market for the units purchased, nor

is it intended that such a market develop. Any subsequent purchaser of the units will be required to satisfy

the same qualifications as the initial subscriber, and any transfer of units in HoldingCo is subject to the

approval of the Investment Manager. It is the sole discretion of the Investment Manager to give or withhold

approval. Additional limitations on transferability including, but not limited to, restrictions designed to

ensure compliance with securities laws, also may be imposed.

Procedure for Investing Investors wishing to purchase Units to this Offering must execute and deliver a subscription

agreement (the Subscription Agreement), containing terms and provisions standard and

customary for transactions of this nature. The execution of the Subscription Agreement will

constitute execution of the Limited Liability Company Agreement for the HoldingCo. The

executed Subscription Agreement is to be sent along with payment to the Sponsor at its principal

office at

The Subscription Agreement will be effective when the Sponsor on behalf of the HoldingCoaccepts it. A photocopy of the executed Subscription Agreement and the Operating Agreement will

be sent to the Investor as an acknowledgement. The Sponsor will retain the original.

Units will be issued to Investors and registered in their name at the earliest convenient date.

THE PROPERTYThe Real Estate Investment (Four Residential Lots) is located in Pleasant Valley Estates, which is a twenty-

six-lot subdivision from two to nine acres per lot in the Northern Section of Marlboro known as

Morganville. Pleasant Valley Estates is located on Pleasant Valley Road in Marlboro, New Jersey. Heading

from Route 79 North, turn right onto Pleasant Valley Road and drive for 1.5 miles. Bayview Drive will be

on the left, and Walnut Drive will be on the left immediately after.

Address Block Lot Size Zoning Status

213 Walnut Drive 153 8 4.37 Acres Residential Fee Simple Interest

214 Walnut Drive 153 62.12 8.12 Acres Residential Fee Simple Interest

310 Bayview Drive 153 62.04 2.1 Acres Residential Fee Simple Interest

201 Walnut Drive 153 2 2.21 Acres Residential Fee Simple Interest

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THE SPONSORNational Capital Investments, founded in 2001, is a private holding company headquartered in central NJ

specializing in the acquisition of real estate and small to medium sized businesses, and the development ofresidential, retail, industrial, office, and mixed-use properties.

National Capital Investments is a privately held holding company which is committed to Long-Term Value

Investing. A particular focus is placed on acquiring quality investments which we feel will provide above

average return on equity in the long term. We at NCI discourage the use of debt, and as such place an

explicit requirement that no form of debt or leverage is used when acquiring real estate or investment assets.

The company restricts participation in its real estate opportunities to selected high-net worth, accredited

institutions and/or investors.

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PROFESSIONAL ADVISORS

Investment Manager/SponsorNational Capital Investments

8998 State Route 18Old Bridge NJ 08857

Holding CompanyNCI Pleasant Valley Estates

8998 State Route 18Old Bridge NJ 08857

Asset ManagerNational Capital Investments8998 State Route 18

Old Bridge NJ 08857

Legal AdvisorsWhiteman Law Group2515 County Road 516Old Bridge, NJ 08857

Tax & Financial AdvisorsAccountant Associates

831 Middletown Lincroft RoadMiddletown, NJ 07748

Business AdvisorMostafa Ahmed

Dar El Salam280 Madison Avenue

Suite #600New York, NY 10016

Real Estate Market AdvisorEllen Rosenbaum Real Estate

1405 State Route 18

Old Bridge, NJ 08857

Real Estate Market AdvisorWeber Realty

740 State Route 34Matawan, NJ 07747

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INVESTMENT & BUSINESS STRATEGYNational Capital Investments is currently under contract to purchase four residential construction lots for

$2,040,000.00 (equaling $510,000.00 per lot) in the Pleasant Valley Estates section in Marlboro, NJ. Thelots are currently vacant and are located within a sub-division of 26 high-end luxury estate homes of which

24 have already been developed by Bayland Homes. The lots are currently approved and improved

meaning they have approvals in place by the Marlboro Township for the construction of single family

homes on each lot and have the improvements already in place such as road, curb, public sewer, public

water, and gas. Depending on the scenario we choose, the investment represents a unique opportunity that

can yield strong IRRs (Internal Rate of Return) and return on equity. The full equity acquisition of the land

(i.e. no loans or encumbrances) will give us the flexibility to hold the asset long term with reduced carry

costs facilitating the achievement of significant returns.

Below are descriptions of several scenarios outlined that reflect the different strategies we are considering

for the project.

SCENARIO A: LAND SALEThis scenario is based on a 1 1.5 year hold strategy with the intention of selling each lot individually to

buyers wishing to construct their primary residence. Below are comparable sales of similar lots in Marlboro

Township and surrounding areas (i.e. Holmdel and Colts Neck). Sales Data retrieved from the Monmouth

MLS system yields a total of 33 comparables of which only 5 properties were sold in the last 2 years. A

statistical analysis (linear regression) using PASW (Predictive Analytics Software) of the data and variables

was performed and the results are detailed in the below table.

It is important to note that due to the lack of sufficient comparable sales and the current turbulenteconomic climate, proportionate adjustments were made to account for changes in market conditions (15%

decline in values 2009-2010), supply & demand ratios (63%), unsold inventory (31 Lots), and projected

absorption (10 Months).1 As a result, a 25% adjustment was made to the statistical value of the building lots

yielding what we feel is the current market value while maintaining a safe margin of error in the event this

particular strategy is selected.

Address Acreage Statistical Value Market Value

213 Walnut Drive 4.37 Acres $825,000.00 $618,000.00


310 Bayview Drive 2.1 Acres $835,000.00 $626,000.00


1OtteauValuationGroupwww.otteau.com

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Residential Construction Lot Comparables

Municipality StreetName Acreage DOM SoldDate SoldPrice Water/Sewer

HOL

HOPBROOK

LN

3.512

53

3/10/2010

$475,000.00

No

MAR AMBOYRD 8 43 1/9/2009 $750,000.00 Yes

COL MONTROSERD 3.46 42 12/11/2007 $925,000.00 No

COL CRINERD 6.6 37 10/17/2007 $850,000.00 No

COL WATERST 4.647 62 6/18/2007 $500,000.00 No

MAR REIDSHILLRD 6.6 78 7/31/2006 $510,000.00 No

HOL HIGHWAY34 4 18 7/31/2006 $635,000.00 No

HOL BETHANYRD 4.07 47 6/30/2006 $900,000.00 Yes

HOL CRAWFORDSCORNERRD 3.06 329 5/11/2006 $625,000.00 Yes

HOL HOLLANDRD 2.06 163 1/19/2006 $725,000.00 Yes

COL

LEXINGTONCT

3.66

171

10/26/2005

$890,000.00

No

COL CEDAR 2.19 185 7/29/2005 $775,000.00 No

MAR DUTCHLANERD 3.9 162 6/22/2005 $550,000.00 No

HOL RAINTREECT 2.53 54 6/14/2005 $900,000.00 No

HOL PALMETTOCT 2.68 14 6/2/2005 $875,000.00 No


MAR IGOERD 6.37 48 8/6/2004 $975,000.00 No

MAR IGOERD 5.74 48 8/6/2004 $975,000.00 No

COL BUCKLINRD 2.89 1 5/7/2004 $680,000.00 No

HOL RAINTREECT 2.77 69 4/10/2004 $800,000.00 Yes


COL EAGLENEST 6.58 1 3/27/2003 $859,000.00 No

HOL RAINTREECT 4.81 49 10/11/2002 $750,000.00 Yes

HOL RAINTREE 2.5 0 5/18/2002 $650,000.00 No

HOL RAINTREE 2.5 0 5/17/2002 $625,000.00 No

HOL RAINTREE 2.5 0 5/17/2002 $685,000.00 No

COL DEPUTYMINISTER 2.84 93 12/21/2001 $600,000.00 No

HOL OAKWOODCT 2.5 195 10/17/2001 $525,000.00 Yes

COL PADDOCKLN 6.5 487 2/15/2001 $690,000.00 No

COL

BOWIEPL

6.5

75

5/15/2000

$700,000.00

No

MAR ROUTE9S 5.62 344 3/27/2000 $475,000.00 Yes

COL PADDOCKLN 6.5 3 2/11/1999 $500,000.00 No

HOL MOUNTAIN 4.77 78 8/3/1998 $525,000.00 Yes

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SCENARIO B: FULL SCALE LAND DEVELOPMENTThis scenario is based on a 2 3 year hold strategy with the intention of developing all four lots and selling

them as completed residential luxury estate homes. This strategy suggests a phased approach to the

development of the land. Phase I, would entail the development of two of the four residential lots (6,500

square foot homes each). Upon the sale of these finished homes, construction would than begin on the tworemaining lots (7,500 and 8,500 square feet respectively). Already constructed homes in the Pleasant Valley

Estates sub-division range in size from approx. 6,500 square feet to approx. 8,500 square feet. We estimate

that the price per square foot to construct a high-end custom home is $100.00 per square foot. However,

according to a National Association of Home Builders (NAHB) 2009 report2, the average per square foot

price of construction is estimated at $115.00 in the Northeast. To remain conservative in our estimates and

to allow a safe margin of error we will base our calculations on the figures reported by the NAHB. In the

following tables we detail the expected cost for preparing the lots and the construction costs for 6,500,

7,500, and 8,500 square foot residential homes (Note: Estimates for the preparation of each lot will be the

same, regardless of the size of the home that is constructed):

LOTCOSTS

FOR

SINGLE

FAMILY

UNIT

ConstructionCostBreakDown

%of

Total Cost

A.RawLotCost 91.4% $510,000.00

B.DevelopmentCost:

a.Costofprocessingapprovals 0.4% $2,091.00

b.Sitepreparation 1.8% $9,947.00

c.Siteimprovement 4.6% $25,785.00

Paving

Water&Sewer

ErosionandSediment

d.ImpactAnalysis 0.0% $0.00

e.Water/ElectricHookUp 0.6% $3,435.00

f.LandDedicationorfeeinlieu 0.0% $0.00

g.Bonding/EscrowFee 0.0% $0.00

h.FinancingCost 0.0% $0.00

i.TreePreservationandPlanting 0.1% $504.00

j.WetlandPreservation&Planting 0.1% $783.00

Valueofunbuiltland

Cost

of

Mitigation

k.Valueoflandleftasgreenspace/park 0.2% $1,328.00

i.OtherCosts 0.7% $3,996.00

TotalB DevelopmentCosts(al) 8.6% $47,869.00

TotalFinishedLotA+B 100.0% $557,869.00

2NAHBReport2009:MedianandAveragePriceperSquareFootofFloorAreainNewOneFamilyHousesSoldBy

Location.

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CONSTRUCTIONCOSTSFORSINGLEFAMILYUNIT

6,500SQUAREFEET

ConstructionCostBreakDown

%of

Total Cost

BuildingPermitFees 1.7% $12,707.50

ImpactFee 1.4% $10,465.00

WaterandSewerInspection 1.6% $11,960.00

Excavation,Foundation,&Backfill 7.0% $52,325.00

Steel 0.8% $5,980.00

Framing&Trusses 15.8% $118,105.00

Sheathing 1.6% $11,960.00

Windows 2.9% $21,677.50

ExteriorDoors 0.9% $6,727.50

InteriorDoorsandHardware 1.5% $11,212.50

Stairs

0.8%

$5,980.00

RoofShingles 3.2% $23,920.00

Siding 5.7% $42,607.50

GuttersandDownspouts 0.4% $2,990.00

Plumbing 5.4% $40,365.00

ElectricalWiring 3.9% $29,152.50

LightingFixtures 1.0% $7,475.00

HVAC 3.9% $29,152.50

Insulation 1.6% $11,960.00

Drywall 5.1% $38,122.50

Painting 3.4% $25,415.00

CabinetsandCountertops 6.0% $44,850.00

Appliances 1.7% $12,707.50

TilesandCarpet 5.0% $37,375.00

TrimMaterial 3.1% $23,172.50

LandscapingandSodding 2.8% $20,930.00

WoodDeckorPatio 0.7% $5,232.50

AsphaltDriveway 1.4% $10,465.00

Other 9.7% $72,507.50

Total

100.0%

$747,500.00

TOTALDEVELOPMENTCOST 6500SQUAREFEET

LAND 42.74% $557,869.00

CONSTRUCTIONSINGLEFAMILYUNIT 57.26% $747,500.00

TOTAL 100.00% $1,305,369.00

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7,500SQUAREFEET

ConstructionCostBreakDown %ofTotal Cost


ImpactFee

1.4%

$12,075.00



Steel 0.8% $6,900.00


Sheathing 1.6% $13,800.00

Windows 2.9% $25,012.50



Stairs 0.8% $6,900.00


Siding 5.7% $49,162.50


Plumbing 5.4% $46,575.00



HVAC 3.9% $33,637.50

Insulation 1.6% $13,800.00

Drywall 5.1% $43,987.50

Painting

3.4%

$29,325.00


Appliances 1.7% $14,662.50






Other 9.7% $83,662.50

Total 100.0% $862,500.00


LAND 39.28% $557,869.00


TOTAL 100.00% $1,420,369.00

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8,500SQUAREFEET

ConstructionCostBreakDown %ofTotal Cost


ImpactFee

1.4%

$13,685.00



Steel 0.8% $7,820.00


Sheathing 1.6% $15,640.00

Windows 2.9% $28,347.50



Stairs 0.8% $7,820.00


Siding 5.7% $55,717.50


Plumbing 5.4% $52,785.00



HVAC 3.9% $38,122.50

Insulation 1.6% $15,640.00

Drywall 5.1% $49,852.50

Painting

3.4%

$33,235.00


Appliances 1.7% $16,617.50






Other 9.7% $94,817.50

Total 100.0% $977,500.00


LAND 36.33% $557,869.00


TOTAL 100.00% $1,535,369.00

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Below are comparable sales of similar homes in Marlboro Township and surrounding areas (i.e. Holmdel

and Colts Neck). Sales Data retrieved from the Monmouth MLS system yields a total of 45 comparables of

which 44 were sold in the last year. A statistical analysis (linear regression) using PASW (Predictive

Analytics Software) of the data and variables was performed and the results are detailed in the below table.

Although there is enough data to conduct a meaningful statistical analysis, proportionate adjustments were

made to account for the current turbulent economic climate and changes in market conditions (10% decline

in values 2009-2010), supply & demand ratios (63%), unsold inventory (31 Comparable Homes), and

projected absorption (10 Months). 3 As a result, a 5% adjustment was made to the statistical value of the to

be constructed homes yielding what we feel is the current market value while maintaining a safe margin of

error in the event this particular strategy is selected.

Address Square Footage Acreage Statistical Value Market Value

213 Walnut Drive 6,500 4.37 Acres $1,600,500.00 $1,520,475.00


310 Bayview Drive 7,500 2.1 Acres $1,950,000.00 $1,852,500.00


Residential Luxury Estate Comparables

MUN STREETNAME SOLDPRICE SOLDDATE BED BATH GARAGE

SQUARE

FT. ACREAGE

HOL WINCHESTERLN $2,045,000.00 3/12/2010 5 5.5 3 6000 1.25

COL

COUNTRYMEADOW

DR $2,050,000.00 3/2/2010 6 7 3 8928 2.7

COL LAIRDRD $1,500,000.00 2/12/2010 5 5.5 3 6520 2.17

COL PENNYROYALCT $1,313,000.00 1/27/2010 5 4.5 3 5407 1.5

MAR EMBRYFARMRD $2,050,000.00 1/22/2010 5 6.5 4 9400 2.5

COL BRETWOODDR $1,600,000.00 1/4/2010 5 4.5 3 7000 2.5

MAR MOUNTAINSIDEVW $1,325,000.00 12/29/2009 6 5.5 4 10000 3.14

COL MOCKINGBIRDDR $1,910,000.00 12/21/2009 5 5.5 4 7000 2.19

COL HEYERSMILLRD $1,335,000.00 12/15/2009 4 4 3 6000 4.5

HOL HOPBROOKLN $1,650,000.00 12/11/2009 6 5.5 4 8122 3.09

COL MICHAELSWAY $2,100,000.00 12/1/2009 5 5.5 4 8000 3.1

COL GRANDCT $1,550,000.00 11/30/2009 7 6.5 3 7000 3.102

COL

COUNTRY

CLUB

LN

$2,050,000.00

11/18/2009

5

5.5

4

7532

2.47

MAR TOPAZCT $1,375,000.00 11/13/2009 6 5.5 3 6500 1.85


COL LAREDODR $1,850,000.00 11/2/2009 6 7 6 8500 4.01

3OtteauValuationGroupwww.otteau.com

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MUN STREETNAME SOLDPRICE SOLDDATE BED BATH GARAGE

SQUARE

FT. ACREAGE

HOL PALMETTOCT $1,425,000.00 10/30/2009 6 5.5 3 6084 2.6

COL OLDSTABLEWAY $1,200,000.00 10/22/2009 5 5.5 3 6500 1.26

COL CLOVERHILLLN $2,125,000.00 10/19/2009 6 4.5 5 7000 4.28

COL BRETWOODDRN $1,550,000.00 10/16/2009 5 6.5 3 7600 2.08

HOL KIMBALLTURN $1,700,000.00 9/14/2009 6 6 3 7500 1

MAR ARROWOODCT $1,250,000.00 9/14/2009 5 5.5 3 5800 2.69

COL TALLEYRANDDR $1,375,000.00 9/10/2009 4 4.5 3 6000 1.32

MAR EMBRYFARMRD $1,697,000.00 9/8/2009 6 5 4 10000 2.4

COL WILLOWLAKEDR $1,200,000.00 9/2/2009 4 3.5 3 6000 2.5

MAR MONTANADR $1,300,000.00 8/28/2009 5 4.5 3 5478 1.34

HOL TIBERONDR $1,207,500.00 8/20/2009 6 5.5 3 6000 2.5

HOLBORDENS

BROOK

WAY $1,650,000.00 8/17/2009 6 4.5 4 7100 2.5

HOL CHIPPEWACT $1,500,000.00 8/13/2009 4 4 3 6500 1

MAR CASTLEHILLDR $1,200,000.00 7/31/2009 5 5 3 5500 2

COL HOMESTEADDR $1,275,000.00 7/24/2009 5 3.5 3 6000 1.9

COL VICTORIANWAY $1,325,000.00 7/16/2009 5 3.5 3 5600 2.5

HOL TAKOLUSADR $1,252,000.00 6/19/2009 5 4.5 3 6500 1

MAR TOPAZDR $1,200,000.00 6/17/2009 5 3 3 5900 2.23

COL FULLINGMILLLN $1,400,000.00 6/12/2009 6 6.5 3 7800 1.3

COL RIVERSEDGEDR $1,500,000.00 5/19/2009 5 3.5 3 6000 1.48

COL

STATEHWY

34

$1,200,000.00

5/14/2009

4

6

3

6000

14.51

COL COUNTRYCLUBLN $1,800,000.00 5/14/2009 5 5.5 3 5800 2.02

COL STEEPLECHASECT $1,275,000.00 4/30/2009 4 4 3 6000 1.35

COL COUNTRYCLUBLN $1,925,000.00 4/28/2009 7 6.5 4 6059 2.5

MAR PEACOCKLN $1,200,000.00 4/24/2009 5 5.5 3 5000 2

MAR EMBRYFARMRD $2,000,000.00 4/24/2009 5 5.5 4 10000 3.5

HOL CHASERCT $1,275,000.00 3/26/2009 5 4.5 3 5400 1.07

MAR FARMBRIDGERD $2,000,000.00 1/21/2009 5 5 4 10000 2.5


SCENARIO C: LAND SALE & DEVELOPMENT (Recommended)This scenario is based on a 2 3 year hold strategy with the intention of selling two lots than developing and

selling the remaining two lots as completed luxury estate homes. This strategy suggests a phased approach

where in Phase I, two lots are sold than the proceeds are reinvested to help fund the construction of the

remaining two lots (Phase II) which will have 7,500 and 8,500 square foot homes constructed respectively.

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(Note: Please refer to the above tables for estimates regarding construction costs and land preparation as the

same statistical analysis conducted for Scenarios A & B apply to scenario C).

SCOPE OF PROJECTDEVELOPMENT & ALTERNATIVE ANALYSISNational Capital Investments as Development Manager will work directly with professional design, legal,

and tax consultants to vet all regulatory, design, and construction risk. A number of regulatory and design

risks may exists for the alternatives presented herein. The alternatives represent National Capital

Investments expertise and professional view of the highest and best use of the current site. National Capital

Investments prides itself on producing socially, politically, and economically productive products within the

communities in which we work

PRE-DESIGN & REGULATORY RISK MITIGATIONNational Capital Investments has engaged an architect to provide pre-design services for the alternatives in

order to identify early risks with the proposed uses for the property. The architect will develop a number of

simple schematic layouts for residential unit alternatives within the context determined by the zoning study

and coordinate with engineering and construction managers. This process is expected not to exceed 3-4

weeks. The information obtained from the Pre-Design Process will be evaluated in the next stage.

ALTERNATIVES ANALYSIS & SELECTIONThe Pre-Design and Regulatory Risk Mitigation Phase will identify all related risks with Zoning.

Additionally, it will help focus the design and construction feasibility of the alternatives through the

additional engineering and architecture studies. With this information, the Development Manager willassess and select the best alternative for the investment moving forward. This selection process is expected

to take 1-2 weeks.

DESIGNNational Capital Investments will select the final design and give the approval to proceed with the design of

the selected alternative. National Capital Investments will manage the design process from Schematic

Design through Construction Documents and Permitting. National Capital Investments will prepare all bid

documents and solicit contractors for pricing information. National Capital Investments will solicit a

Request for Proposals from qualified contractors for the construction of the development.

CONSTRUCTIONNational Capital Investments will act as the Owners Representative and Project Manager for the

construction of the property. National Capital Investments will ensure the construction team complies with

all of their requirements construction phase services producing quality deliverable products on-time and

meeting all budget expectations. The construction of the property is expected to last from 2-3 years

depending on the alternative selected.

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SALES & MARKETINGNational Capital Investments will undertake an extensive sales and marketing program midway through the

design process. This program will target potential buyers of the land and/or residential units in the most

effective and efficient manner in an attempt to maximize the investment returns.

CONSTRUCTION TIMELINE

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THE AREAPopulation:38,500

Medianhomeprice(2006):$557,186

Averagepropertytaxes(2006):$5,801

FINANCIAL

CityStats BestPlacesAvg.

MedianFamilyIncome 127,089.00 90,316.00

FamilyPurchasingPower 85,352.00 82,867.00

SalesTax 7.00% 6.74%

StateIncomeTax(High) 8.97% 6.38%

StateIncomeTax(Low) 1.40% 2.74%

AutoInsurance

Premiums

$3,729.00

21.21

JobGrowth(20002006) 9.33% 13.41%

HOUSING

AverageHomePrices $5,571.86 $3,593.52

AveragePropertyTaxes $5,801.00 $3,585.00

EDUCATION

Colleges,Universities,andProfessional

Schools(30Miles) 78 29

JuniorCollegesandTechnicalInstitutes

(30Miles) 29 18

TestScoresReading(%above/below

stateaverage) 16.80% 20.10%

TestScoresMath(%above/belowstate

average) 21.00% 24.80%

%studentsattendingpublic/private

schools 89.8/10.2 91.1/8.9

QUALITYOFLIFE

Airqualityindex 99.20% 77.30%

Personalcrimeincidents(per1,000) 0 1.3

Propertycrime

incidents

(per

1,000)

9

20.6

Mediancommutetime(minutes) 42 23.1

%populationwithcommute45minutes

orlonger 48.00% 15.60%

%populationwalkorbiketowork 0.70% 2.70%

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LEISURE&CULTURE

CityStats BestPlacesAvg.

MovieTheatres(within15

miles) 25 30

Restaurants(within15miles) 3,638 2,899

Bars(within15miles) 280 287

PublicGolfCourses(within15

miles) 158 125

Libraries(within15miles) 97 71

Museums(within15miles) 21 11

SkiResorts(within15miles) 25 17

ArtsFunding(Dollarsper

personofstatefundsspent

onarts) 3 1

RESIDENTPROFILE

MediaAge 38.3 36.8

Completedatleastsome

college(%ofresidents) 76.60% 72.40%

Married 70.90% 60.80%

Divorced 2.90% 8.00%

RacialDiversityIndex:(100is

nationalaverage;higher

numbersindicategreater

diversity 83.40% 59.2

Amount

spent

on

vacations

(domesticandforeign,

householdavg.peryear) $9,380.00 $8,250.004

FINANCIAL SUMMARYThe price per unit in this Offering will be $250,000.00. It is expected that the final aggregate offering

amount will be $2,750,000.00 which will fund Phase I & II of Scenario B. Capital contributions by Equity

Investors will entitle them to an equity interest in the HoldingCo. Below is a high-level summary of what we

project the financial outcomes will be for each scenario presented:

SCENARIOA(LANDSALE)

ProjectedRevenue $2,473,000.00

ProjectedProjectCost $2,250,000.00

ProjectedProfit $223,000.00

ProjectROI 9.9%

4CNNMoneyBestPlacesToLive2009

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SCENARIOB(LANDDEVELOPMENT)



ProjectedProfit $1,168,225.00

ProjectROI

30.2%

SCENARIOC(LANDSALE&DEVELOPMENT)

Recommended



ProjectedProfit $834,524.00

ProjectROI 30.3%

EXPENSES & FEESEXPENSESAdministration ExpensesIt is anticipated that HoldingCo will have reimbursable outlays per annum for legal counsel, taxes, audits

and other normal operating expenses. These expenses will be paid both directly and as reimbursements to

the asset manager.

Acquisition ExpensesHoldingCo will reimburse any acquisition costs incurred by the Investment Manager for personnel time and

other out of pocket expenses in connection with the acquisition of the real estate investment.

Other Expenses All expenses of operations and business (whether provided by a third party, the sponsor, or an

affiliate/agent of the sponsor) upon receipt of proper accounting for the incurrence of such expense, will be

paid by the entity incurring such expenses, including, with respect to each entity:

All transaction costs and expenses, including property acquisition fees incident to HoldingCobusiness.

The expenses of the Property Manager and the Investment Manager (collectively, themanagers) under their respective agreements.

Taxes and other governmental charges, duties, and fees. All property management, leasing commissions, brokerage, legal, accounting and other

professional, expert and consulting fees and expenses relating to the offering.

All insurance expenses and premiums relating to directors, officers and other employees andagents of the Investment Manager and HoldingCo.

Marketing expenses including equity syndication fees for the offering paid to affiliates,subsidiaries, advisers, placement agents and brokers who assist the Investment Manager in

identifying investors.

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Notwithstanding the above, the Investment Manager, at its sole discretion, may reimburse any of the above

expenses to affiliates only in the form of the capital interest from HoldingCo.

FEESAcquisition FeeThe Investment Manager is entitled to an acquisition fee (the acquisition fee) equal to 1.0% of the

acquisition price of the purchase contract of sale, paid to the Investment Manager (or its designee) for

arranging the offering, forming the investment structure and syndicating the investors. This fee shall be

payable at the closing to the Investment Manager.

Limited Current ReturnThe return of capital and realization of gains, if any, will generally occur only upon the partial or complete

disposition of an investment. Current returns from real estate investment may vary, but the investment

manager is not obligated to manage investments to maximize current returns.

Uninsured LossesThe Investment Manager will seek to maintain comprehensive coverage against liability to third parties and

property damage and employ the necessary risk mitigation techniques as is customary for similar businesses.

However, there can be no assurance that insurance will be available or sufficient to cover any and all

potential risks. Insurance against certain catastrophic risks, such as floods, earthquakes, or terrorism, may

be unavailable, available in amounts that are less than the full market value or the replacement cost of

investment properties, and may be subject to a significant deductible. In addition, there can be no assurance

that particular risks which are currently insurable will continue to be insurable on an economic basis.

Because HoldingCo is a pooled investment, all of the assets of HoldingCo may be at risk in the event of an

uninsured liability.

Regulation of the FundFuture legislation, administrative rulings or court decisions may adversely affect the operation of

HoldingCo, the Investment Manager or an investment by an investor in the units.

Forward-looking StatementsThis information memorandum and/or the accompanying materials contain statements that constitute

forward-looking statements. Those statements appear in a number of places in this information

memorandum and/or the documents incorporated by reference herein and include statements regarding

the intent, belief or current expectations of the sponsor or the Investment Manager and their respectivedirectors and officers with respect to the:

Declaration of payment of distributions. Performance of the real estate investment. Adequacy of reserves. Potential real estate investment. Use of the proceeds of the offering.

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Investment Managers policies regarding investment or dispositions, financing, conflicts ofinterest and other matters.

Trends affecting financial conditions or results of operations.Prospective investors are cautioned that any such forward-looking statement is not a guarantee of future

performance and involves risks and uncertainties, and that actual results may differ materially from those inforward-looking statements as the result of various factors. With respect to any such forward-looking

statement that includes a statement of its underlying assumptions or bases, the sponsor cautions that, while it

believes such assumptions or bases to be reasonable and has formed them in good faith, assumed facts or

bases and actual results can be material depending on the circumstances. When, in any forward-looking

statement the sponsor expresses an expectation or belief as to future results, that expectation or beliefs is

expressed in good faith and is believed to have reasonable basis, but there can be no assurance that the

stated expectation or belief will result or be achieved or accomplished.

Incentive Fee

The Investment Manager will be entitled to an incentive fee (the Incentive Fee), which will be paid as adistribution of carried interest from the HoldingCo to the Investment Manager will be in the amount of

15% of profits at the conclusion of the project. The Investment Manager Incentive Fee will be in addition to

any proportional investment returns on capital contributed to the HoldingCo by the Investment Manager.

The existence of the Investment Managers incentive fee may create an incentive for the Investment Manger

to make more from a speculative real estate investment than it would otherwise make in the absence of such

performance-based compensation.

CompetitionThe property will face competition from existing and to-be-built properties within the immediate area.

Tax ConsiderationsIncome and losses generated by the property and allocated to the members will likely be treated as passive

income and passive losses. Investors investing in the company should not view their investment as a tax

shelter with the Internal Revenue Service. As such, the deductibility of net losses allocated to members will

be severely limited. In addition, certain expenses relating to the organization of the company and this

offering will not be deductible or amortizable by the company or the members.

Each investor should consult his or her own tax advisor as to the tax consequence of an investment in the

company.

OTHER INFORMATION

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Management Contracts Asset Manager Agreements: HoldingCo will enter into an asset management contract(s) (the asset

management agreement) with the Asset Manager. Pursuant to the asset management agreement, the asset

manager will provide administrative services to the fund. The Asset Manager will handle matters pertaining

to the funds relations with its investors, including distributions of periodic reports (if any) and othermatters. The Asset Manager may delegate the local administrator or any other persons reasonably selected

any of the duties it deems advisable.

Limited Liability Company Agreement: The Limited Liability Company Agreement of HoldingCo will

contain provisions under which the investment manager will be the managing member of HoldingCo. The

Investment Manager is an affiliate of the sponsor. The Limited Liability Company Agreement HoldingCo

will contain provisions under which the Investment Manager shall be the sole managing member of Holding

Co.

Property Management Agreement: HoldingCo will enter into a property management agreement (the

property management agreement) with the Property Manager to manage the real estate investment; TheProperty Manager is an affiliate of the sponsor.

Investors RightsThe units held by the investors will not entitle investors to any voting or management rights with respect to

HoldingCo, except in limited circumstances in which such a vote is required by Delaware Law.

IndemnificationThe directors, officers, employees and agents of the Investment Manager will be indemnified by HoldingCo

against liabilities (including legal expenses) arising out of their services to HoldingCo as the case may be,

provided such person acted in good faith and in a manner reasonably believed to be in the best interest ofHoldingCo, as the case may be.

Conflicts of InterestThe sponsor and its affiliates and employees will act in a variety of roles with respect to the Investment

Manager and HoldingCo. In addition, the sponsors, its affiliates and employees will have responsibilities

other than the management of the real estate investment, and may operate businesses that could be deemed

to be in competition with the real estate investment. For example, the sponsor intends to create other

investment partnerships with similar investment strategies and objectives as those of the real estate

investment and which may invest in properties that also fit the investment strategies and objectives of the

real estate investment.

Fiscal YearThe fiscal year will be January 1

stthrough December 31

st.

Reports

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Biannually, the Asset Manager will provide investors with a property report giving details of acquired real

estate investment and that status of HoldingCo.

Capital CallsInvestors will be subject to capital calls during the ownership of the property. The Investment Manager does

not anticipate the need for a capital call, but this requirement is included as a precautionary measure.

Additional InformationThe information in this memorandum relating to documents and instruments referred to herein does not

purport to be complete and this information memorandum is qualified by referent to those documents.

Copies are on file at the principal office of the sponsor and are available for inspection during customary

business hours. Copies may also be mailed to prospective investors upon request.