Key Participants

Principal – Seeks project funding

Originator – Provides access to extremely attractive financing option

AML & Associates, Inc – Screens and prepares Principal; introduces Program Manager

Program Manager- Coordinates transaction for participants; central dealmaker

Trust – Provides cash to purchase CDs; makes 1% at closing

Closing Bank – Issues 10- year, non-callable CDs with 8% coupons; makes loan

Securities House – Retains 25% of loan proceeds to repay Bank and make a profit

Procedural Overview

Originator (IF ANY) refers Principal to AML. Principle shows Proof of funds (MINIMIUM OF $5M Facilitator screens and prepares principal. Principal executes Consultancy Agreement with AML (Originator included). Facilitator provides Principal with information on Program Manager. Principal performs due diligence on Program Manager; references are available. Program Manager reviews Executive Summary and determines feasibility of funding. Program Manager accepts deal and Principal executes Program Manager contract. Principal places refundable deposit with Program Manager. Trust provides $345 per $1 from Principal to show bank proof of bank funds to buy CDs. Program Manager places deal with 5 Banks; first to accept deal gets it. Closing occurs in the Bank with the principal; all elements arranged in advance by Program Manager: Program Manager buys 10-year, 8% CDs for principal from Closing Bank. Principal pledges CDs for 10 year loan at 2% spread to Closing Bank. Program Manager strips coupons at discount: proceeds paid to Trust. Trust receives balance owed, plus 1% profit, from loan proceeds (56%). Securities House receives 25% of loan to guarantee interest payments and make a profit. Balance of loan (10%) to Principal for project. Securities House pays all interest, and the CD retires the principal at 10 years

Notes:

$5M minimum skin-the-game; NO maximum per contract. Successive contract OK

If no bank approves the loan within 90 days, principals funds are refunded, No risk of loss

The exact method is proprietary to the Program Manager based on 14 years experience

New corporations or LLC’s are preferred as all corporate records/minutes must be pristine

Startups, offshore projects, foreign citizens and bank turndowns are eligible to apply

Transaction is a loan, therefore cash proceeds are not income and not taxable.

Transaction Flow ($5M deposit example)

* Client places key in the ignition ($5M for 345X leverage)

*Trust advances $1.725B for POF for closing bank

* Closing bank issues $1.725B CD- non-callable, 10-year at 8%

*Closing bank lends $1.725B for 10 years at 10% simple interest

*Trust receives $966M = 56% of loan = $759M remaining

* Coupons stripped for $776.25B (minimum 45% of the future value)

* Trust receives $1.72525B (total 101% repaid)

* Securities house receives $431.25M = 25% of loan = $327.75B remaining

* Program manager receives $86.25M = 5% of loan = $241.5M remaining

* AML & Associates, Inc receive $51.75M = 3% of loan = $189.75M remaining

* Facilitator/Broker(s) receive $17.25M = 1% of loan (CUSTOMARY) = $172.5M remaining

* Net liquidity to client: $172.5M = 10% of loan = 34.5X leverage

* Securities house pays all interest and CD retires the principal at 10 years

Frequently Asked Questions

Q. Does the client receive all funds at closing, or will there be a monitored draw-down schedule based on the needs of the project?

A. Normally, a prudent client would rather not take funds before needed so that they don’t incur the interest cost prematurely. Under this structure, the interest obligation is assumed by a major securities house, so there is no disadvantage to receiving all the funds at once. In fact, the client can put the funds to work in an interest bearing account, private placement trading program, etc… until they are needed for the project. Moreover, since the loan principal is secured and retired by the CD and the interest is guaranteed and paid by the securities house, the closing bank has no need to incur the time and expense of project monitoring.

Q. Are these loans recourse or non-recourse to the client?

A. The answer is strictly, contractually, non-recourse. This is because the principal of the 10 year interest only loan is 100% guaranteed and paid by the securities house. The contract between the closing bank and the securities house releases the client from all obligations to pay. For these reasons, no personal guarantees or liens on the project are required.

Example: For a $1M down payment, the securities house receives $86.25 M (25% of the $345M loan). The 86.25M is leveraged up to 10 xs to control a portfolio of $862.5M. The securities house pays $34.5M per year in interest ($345M x 10% = $34.5M). Assuming a conservative return of 10% per year, the securities houses annual gross revenue is $86.25M yielding a gross profit of $51.75 M per year. For the guarantee, the securities house keeps the $86.25M and all returns beyond the debt service. The client has no payments or capital gains; a tax free wash.

Q- Since my deposit is refundable, is it held in escrow?

The main reason the funds are not held in escrow is that they are immediately put to work for the 345:1 leverage from the trust. This way the program manager is able to include an actual proof of funds (POF) on the client’s behalf for at least $345M with the loan request. The program manager presents the loan request to at least five banks and the first bank that accepts the deal becomes the closing bank.

Experience shows that a bank is far more likely to respond quickly and favorably to a loan request that includes an actual POF for the amount of the cash offered to 100% collateralize and repay the loan principal.

A further problem was encountered in the past when using an escrow method (Escrow Company or Attorney IOLTA). When the funds were presented to the bank as being in escrow, the bank made complex escrow instructions a condition of the loan which caused unnecessary delays for negotiations between the banks, escrow services or lawyers and the program manager. The process is much simpler, smoother and more efficient when the funds can be shown to be immediately available.

The down payment will be refundable under the terms of the contract executed with the program manager. Client will be entitled to a full refund if no bank is found to issue the CDs and make the loan necessary to generate funding for the clients project within 90 days of the date the down payment is made.

Q- How do I know my funds are safe and will not disappear?

We completely understand and support the clients’ reasonable concerns regarding the safety of their funds. Upon receipt of the executed Authorization to Seek Funds and Master Consultancy Agreement covering consultancy fees for the facilitators and originator(s), we will provide initial due diligence information, including program manager, company names, address, fax number and contact name. Client will be able to verify the program manager entity is in good standing in its state of formation and state of operation, as well as contact the applicable state attorneys general to verify it has a clean record. The program manager has a perfect record of performance since 1992 of obtaining the loan or refunding the deposit as promised.

We also understand the importance to the client of dealing directly with the program manager. We ask the client to understand that based or experience since 1992, the program manager must receive documentary POF sufficient to cover the minimum required down payment prior to taking time to communicate directly with the client. Proof can be a bank statement, online printout, ATM receipt, etc., In the name of the client, dated within the last 30 days. Client may redact the account number if desired.

Upon receipt by program manager of POF adequate to cover the minimum down payment, facilitator will introduce client to program manager and final due diligence can begin as well as review of the program manager contract. Program manager will be available for consultation and will be pleased to provide references including satisfied previous clients. Client is welcome to meet the program manager principal in person at its offices if desired. The program manager has completed 100 CD financing transactions.

Q- Can I use my current bank as the closing bank?

A- Through a process of trial and error, the program manager has found that the most efficient transactions are completed with major international banks in Europe, and has nurtured a mutually trusting working relationship with a variety of these progressive institutions.

An interesting finding over the years is despite the fact that the client and its project are not responsible for repayment of the principal or the interest on the loan, U.S. Banks spend an inordinate amount of time, literally weeks, qualifying the credit signatory and the project itself. This includes endless requests for credit reports, personal financial statements and letters of explanation of any derogatory credit information on all principals in the client corporation or LLC, two years tax returns for principals and client entity, as well as a Dun and Bradstreet credit report on the client entity, a full business plan on the project, Including pro forma balance sheet, income statement and cash flow statement for 3-5 years, copies of expensive appraisals, phase I environmental reports (and phase II in some cases), purchase and sale agreements on real estate projects or other acquisitions, and on and on adnauseum. Sound familiar?

Progressive international banks focus on the availability of cash for the CD and the guaranteed interest payments from a major securities house with deep pockets. Everybody wins. European banks require concise executive summary, evidence the client entity is in good standing and has authorized the transaction by proper corporate resolution, a copy of the passport of the signatory and finally, to sign in the closing bank. Yes, the client must travel to the closing bank for closing. Consider it a fun little vacation to $172.5M or more in liquid cash.

Q - What happens to the client’s balance sheet?

The program manager will provide a balance sheet specific to the client’s transition. Example for $1M down payment:

Assets, Liabilities (ONLY A EXAMPLE)

$38.15M Cash

$86.25M Marketable Securities

$345M CDs <$345M Loan>

$468.5M <$345M>

$123.M Owners Equity

Q- OK, would you sum it up for me?

The program manager engineers a transaction with these elements. Client’s down payment triggers 345:1 leverage from the trust to buy a 10 – year CD and get a back- to- back 10-year loan from the closing bank.

The trust is repaid with 56% of the loan plus the discounted present value of the CD coupon. The CD both collateralizes and repays the loan principal. The securities house guarantees and repays the 10 years of loan interest in exchange for 25% of the loan. The program manager, facilitator and originator(s) receive 9% of the loan and 10% of the loan is left over as unencumbered liquidity to fund the client’s project.

*** It is very important to note that the client’s funds do not become involved (other than showing proof of funds) until client fully understands all aspects of the transaction, has executed consultancy agreement with facilitator/originator(s), and executes program manager contract. Then and only then do the client’s funds move.

Client will be given all necessary due diligence information on program manager’ his entity history, etc. prior to any transfer of funds. This takes place after consultancy agreement is executed.

*** The Information above is all that can be provided prior to a consultancy agreement being executed. Please do not contact us asking for specific transaction details not outlined above or contact information regarding the program manager, as these requests will be ignored.

*** If you have a project you would like to submit for approval and would like to set up a conference call to discuss further, please contact us with names, phone numbers and email addresses of all parties you intend to have on the line 708.298.9396 or email me at Michael.columbia@amlassociates.com. Proof of Funds are not required to conduct this initial call. However, no one will be put into contact with the program manager until proof of funds is available. NO EXCEPTIONS.