New England Home Dev. LLC

This letter is intended to review the procedures and practices of a Special Purpose Vehicle (herein after "SPV") with regard to selling large blocks of troubled bank real estate (both REO's and NPN's) in the growing bulk financial institution distressed debt market. The identity of the "SPV" will not be disclosed until after the execution of the Non-Disclosure Non- Circumvention Agreement(s) by all parties involved with the transaction, including the ultimate buyer. It is important to remember that this type of large wholesale transaction requires buyers to have ready cash and sellers to have merchantable title to the property. They are working with one main money center bank, but have several more institutions in a group behind the leader. They are looking for bidders on portfolios over US$**0MM BPO value. The largest parts of the available portfolios are single family residential in nature, but they also have extensive commercial properties including office, retail, multi-family, apartment, builder loans, and hospitality. Buyers are proofed up in two different ways. After both sides have signed Non-Disclosure Non-Circumvention Agreements, the intermediaries will obtain bank account information from the buyer that includes account title, servicing banking officer, proof of authorization to move funds, and a list of the authorized signatories. At this point, the buyer, "SPV", and the financial institutions authorized agent will have a conference call covering proof of funds on the buy side, and correct title of tape properties on the sell side. This "hard proofing up" of both sides by the authorized agent (who acts as an impartial referee) completes the preliminary steps. Please contact Michael Grob for further expalination of our procedure.