Services--Asset Management

A.B.Scharf and Company Ltd. represents real estate owners, business owners and mortgage asset owners and their portfolios. The company's special expertise in the value enhancement of residential, commercial, hospitality, marina, industrial and multi-family improved and unimproved assets will convert non-performing assets into performing assets. The company has over twenty-five years experience involving over $6 billion in assets serviced, while representing financial institutions, private investors, and public companies.

SUMMARY OF SERVICES PROVIDED:

· Evaluation of the Portfolio of Assets

1. Perform Due Diligence

2. Determine Valuation of the Asset or Collateral Securing the Asset

3. Assemble the Asset Management Team

· Creation of a Business Strategy (Plan) For Each Asset To Maximize Value—

Client to Approve

1. Compare Strategy Options And Conclude Best Option

2. Create Timeline Goals

3. Create Asset Enhancement and Marketing Plan

4. Prepare Operating and Capital Budgets

5. Establish Controls For Each Budget

6. Assign Party Responsible For Each Asset’s Management

· Execution of the Business Strategy (Plan) For Each Asset

1. Contract For Services of Third Party Professionals Needed—On

Client’s Behalf

2. Oversee Third Party Property Managers, Brokers, Contractors,

Lawyers and Others Retained to Maximize Asset’s Value

3. Create Periodic Reports To Monitor and Control Budget versus

Actual Timelines, Enhancement and Marketing Plans, Operating and

Capital Budgets—Client to Approve

4. Project Manage the Asset Value Enhancement Process

5. Meet on Regular Basis with Client to Review Progress

6. Update Business Strategy (Plan) As Needed—Client to Approve

· Disposition at Each Asset’s Maximum Value—Client to Approve

1. Negotiate and Manage the Asset Disposition Transaction

2. Ensure Proper Accounting of Proceeds of Sale

HOW WE ARE COMPENSATED:

A.B. Scharf and Company Ltd. offers a flexible compensation plan depending upon Client preferences. A typical assignment is usually broken down in two phases of service:

· The Evaluation Phase

1. In order to determine the scope of appropriate asset management

services that will be required on a portfolio of assets, we will first evaluate the

nature of the portfolio. Our charges are based on a fee for time basis in this

phase.

2. Upon completion of the evaluation phase, the Client will determine whether or

not to retain our firm for the Implementation Phase

· The Implementation Phase

1. If retained by the Client to perform the services required under the

Implementation Phase, A.B. Scharf and Company Ltd. will charge a

basic monthly service fee based upon the value of the portfolio. This

phase includes the Creation and Execution of the Business Strategy

(Plan) and Disposition at Each Asset’s Maximum Value.

2. The firm also charges a success fee for each asset disposition. This

fee is based upon the realized value at the time of the disposition.

Fees for service will be provided more specifically upon request.

CLIENT FINANCIAL FUNDING SERVICES AVAILABLE:

A.B. Scharf and Company Ltd. can offer Clients several alternatives from which the Client may choose to minimize its share of the risk of continuing to manage its portfolio of assets. These alternatives can provide either immediate funds to quickly liquidate an asset portfolio or sufficient funds to enhance assets so they are better positioned for disposition at maximum value.

· Quick Liquidation of Assets

1. If the Client decides that its need for cash and adversity to risk on its

assets is of prime concern, A.B. Scharf and Company Ltd. may be

able to arrange for a fast discounted purchase of the asset after the

completion of the Evaluation Phase of our services.

2. If such a path is chosen, our fee for this special service will be

different than the standard success fee indicated above and shall be

disclosed to the Client prior to deciding if it wants to take this route.

· Injection of Third Party Funds to Complete Enhancement of Assets

1. After the Evaluation Phase is completed, the Client may be faced

with the dilemma of selling the asset in its present condition, at a

large discount, or investing more funds to enhance the asset to

maximize disposition proceeds. As an alternative to investing more

of its own funds, the Client may be interested in Third Party funding

for the enhancement. For example, funds may be needed to fund a

foreclosure process on a note asset, carry operational deficits, obtain

property entitlements or improve the property with infrastructure

and/or buildings. A.B. Scharf and Company Ltd. may be able to

supply such Third Party funding resources.

2. Structuring a financial arrangement for Third Party funding will

normally involve a priority return ‘on’ and ‘of’ capital by the Third

Party.

3. If such a path is chosen, our fee for this special service will be

different than the standard success fee indicated above and shall be

disclosed to the Client prior to deciding if it wants to take this route