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Financial Management Group, Ltd. (FMG)
Institutional Investors of America, Inc.
Financing, Investments & Advisors

Allan D. Dannatt

Managing General Partner                                                                                                                                             (713) 497-8010

January 20, 1987
George S. Moore

Mr. Stan Caterbone
Financial Management Group
1775 Oregon Pike
Lancaster, Pa 17601

Re: Mortgage Loans
Commercial and Residential

Dear Stan:

In reference to the above captioned subject, enclosed please find a synopsis of our lending programs. We are very interested in business in your part of the Country. I will also be in a position to do some other business with you through the bank we just purchased in 60-90 days.

Very truly yours,

Allan D. Dannatt President
777 North Eldridge Parkway, Suite 730 • Houston, Texas 77079


Term Rate Pey Rate Fee Amortization


Variable 10 yrs. 225 bp over Starting 1-2 pts. 30 Years
OOF or 300 bp @ 9%
over 1 yr T-Bill
Fixed 5 yrs. 9.5% 1-2 pts. 30 Years
Fixed 7 yrs. 9.65% 1 3/4 pts. 30 Years
Fixed Rates also available at 325 basis points over corresponding T-Bill Retail. Office, Industrial

Variable 10 yrs. 300-350 bp over 1-2 pts. 30 Years
1 yr. T-Bill or
250 bp over OOF
Fixed 5-7 yrs. 8.75% Par-1 pt. 30 Years
Fixed 10 yrs. 9% Par-1 pt. 30 Years

Similar terms available for mini warehouses, hotels, mobile hone parks, nursing homes and ACLF facilities. Forward, standbys, open-ended and covered construction- loans are also available. Maximum loan to value of 80%.

Sale Leasebacks - We are currently seeking to purchase $500 million in properties nationwide leased to nationally listed public corporations with good credit ratings. Leases must be NNN with a minimum of a 10 year term. Minimum cash investment $5-$500m.

REMICS - Beginning in the 2nd Quarter of 1987, HA will be placing $100 million a month into real estate investment mortgage conduits. Immediate funding loans will be made on all types of Institutional quality property.

Rates quoted are best available and may vary depending on location and quality of product.

Institutional Investors of America - Houston, Texas
Financing, Investments & Advisors


Brooks A. Boyd Vice President


(713) 497-8010


The undersigned ("Applicant") hereby appoints Institutional Investors of America ("Institutional Investors") as the exclusive agent of Applicant for purposes of obtaining mortgage/equity funds for the subject property commonly known as Village of Olde Hickory, Lancaster, Pennsylvania (the "Property") from one or more lending institutions of Applicants selection.  This exclusive agency to obtain mortgage/equity funds in the amount and for the purposes described below shall commence from the date hereof and shall continue for a period of 60 days from the date that Institutional Investors receives all required information requested of Applicant for proper Loan submission, including but not limited to the loan submittal document checklist attached hereto.

a) Loan Amount: $5,000,000 Second

b) Description and Type of Property: Mixed use including townhouses, apartments, retail, golf course, racquetball club, community center, pool and several small office buildings.

c) Size of Building and Land: Land: 100 acres

d) Age of Property: Approximately 17 years (project built in different phases).

e) Amount of unit(s) and unit mix: 400 units

f) Description of Ownership and Status of Title: Boyd/Wilson Company

g) Rate of Interest: 30 day CD rate (6.85% as of 6/16/87) + 275 basis points or Prime Rate + 1 1/2%

h) Term of Loan and Amortization: Term: 5 years Amortization: Interest Only

i) Prepayment Provisions: 4-6 months Interest

j) Institutional Investors Commitment Fee: $75,000
k) Lender's Loan Fee: 2%

3. The fee of Institutional Investors set forth herein shall be deemed earned upon issuance of a commitment by a lending institution substantially in accordance with the terms set forth herein whether such commitment is accepted by Applicant or not.

4. It is agreed that all prior understandings and agreements are fully expressed herein and are merged into this application, and Applicant agrees that Institutional Investors has not made any representations that Institutional Investors guarantees or has guaranteed that a commitment by a lender will be obtained, or that Applicants acceptance of any commitment obligates Institutional Investors to perform any provisions of the commitment to be performed by a lender.

5. Applicant acknowledges that (a) Applicant is in all respects authorized and qualified to execute this application and to accept the requested financing or any modification thereof: (b) Institutional Investors is not responsible for the qualification s of Applicant, or other matters affecting the closing of the intended financing; (c) if an action is instituted in any court relative to the collection or refund of any fee due Institutional Investors, provided Institutional Investors shall prevail in such action, Applicant agrees to pay all Institutional Investors' costs, expenses and fees in said action or appeal, including, without limitation, reasonable attorney's fees; (d) the facts and circumstances of this application took place within the State of Texas; (e) this facts and circumstances of this application took place within the State of Texas; (e) this application was negotiated, executed in and shall be governed by and subject to the laws of the State of Texas; and (f) this application represents the entire agreement between the parties and this application may be modified only by the written agreement of the parties hereto.

6. Upon acceptance of financing commitment, Applicant hereby authorizes Institutional Investors to advertise through media, trade journals or other sources whatsoever that Institutional Investors has been engaged by Applicant to obtain the financing provided herein and that Applicant has obtained financing through the direct efforts of Institutional Investors.

7. Applicant hereby agrees to execute all loan documents presented in accordance with the terms hereof.

8. Institutional Investors may rely on all information submitted to it by Applicant and Applicant hereby agrees to indemnify and old Institutional Investors harmless from all losses, costs or expenses incurred by Institutional Investors by virtue of any action brought by a proposed lender in reliance of the information submitted by Applicant.

9. The undersigned hereby tenders a Good Faith Deposit in the amount of $5,000. In the event a loan is committed in accordance with the terms and conditions of this application or on other terms acceptable to the undersigned, 'the Good Faith Deposit shall be applied toward Institutional Investors' fee. If the loan is not so committed, the Good Faith Deposit shall be refunded in full by Institutional Investors less any specific traveling expenses incurred by Institutional Investors.

                                                                                            Very truly yours',
                                                                                            Brooks A. Boyd
                                                                                            Vice President

By: Date:

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