Closing Checklist - DOC

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					                                    CLOSING CHECKLIST
                                                         PURCHASE OF

                                              THE FORUM
                                         400 N.W. LOOP 410, SAN ANTONIO, TEXAS

                                            Purchase Price: $24,000,000

                                     Anticipated Closing Date: August 3, 20__
                                            Outside Closing Date: August 18, 20__

Buyer (“B”):                             Seller (“S”):                              Title Company/Escrow Company (“TC”):

Sequoia Partners, or its assignee        Sequoia Properties LLLP                    Atlanta Title Insurance Company
Vail , Colo 94111                        22 South Park Square, Suite 304            500 N. St. Marys, # 2000
Attn: I.M. Buyer                         Alpharetta, GA 39992                       San Antonio, TX 78200
(T): (000) 591-9915                      Attn.: L. Ted Prosser, Managing Partner
(F): (000) 693-9480                      (T): (000) 252-0000                        Attn: E. Mike Gunn, Commercial Escrow Manager
Email:                          (000) 002-0000 Cell                   (T): (000) 482-3700
                                         (F): (000) 252-5404                        (F): (000) 482-3717
Attorneys for Buyer (“BC”):              Email:                   Email:

OUR Law Firm                                                                        Ref: Escrow No. GF#0000000000000000
153 Any Street, Suite 800                Attorneys for Seller (“SC”):               Commitment No.: 44-905-80-000000000000
San Francisco, CA 94107-1957
Attn: M.Y Lawyer                                              Lender (“L”):

(T): (000) 615-6012                                           Seller Life Insurance Company
                                                              c/o Seller Investments, LLC
(F): (000) 659-7312         Van,& Morrison , P.A.
                                                              3075 Sandersville Road, Suite A
e-mail:                     14 South Park Square, Suite 600   Asheville,, IL 90062   Ashville, NC 28801
                            (T): (000) 258-0000               In-House Counsel:
                            (F): (000) 253-0000                Jo. Cruz, Esq.
                            Email:     Telephone: 000.402.7819
                                                              Fax: 000.402.9882

                                                              Legal Assistant:
                                                              Sharon L. Look, Sr. Legal Asst.
                                                              Telephone: 000.402.4556
                                                              Fax: 000.402.6639

                                                              David Smith
                                                              Telephone: 000.000.0427 (David)
                                                                          000.000.8631 (Steve)
                                                              Fax: 000/402-4346

                                                              Outside Counsel (“LC”):
                                                              Bob. Green, Esq.
                                                               Bob Yellow, LLP
                                                              2200 Jefferson Avenue, Suite 3200
                                                              Asheville, , TX 00001
                                                              Telephone: 000.721.8030
                                                              Fax: 000.000.8100
                                                              Email: bob@

                                                              I.M. Wright
                                                              Direct Dial: 000.000.8038
                                                              Fax:      004.00.8100

                           Date                                                             Item                                          Status
June 12, 2006                                              Execution date of PSA –Effective Date                             Done
June 14, 2006 (w/in 2 days after the Effective Date)       S to deliver or make available to Buyer due diligence
                                                                   (Existing 2005) Title/Survey Documents;                  Received
                                                                   Property Documents;                                      DONE
                                                                   Regulatory Approvals and Notices;                        DONE
                                                                   Contracts;                                               DONE
                                                                   Leases;                                                  DONE
                                                                   Financial Documents; and                                 DONE
                                                                   Additional Due Diligence Items – any reasonably          DONE
                                                                    requested by Buyer.
June 15, 2006 (3 business days after the execution date)   Deposit in the amount of $200,000 to be made by B                 Receipt on 6/15, via wire,
                                                                                                                             acknowledged by TC
July 3, 2006 (10 days prior to end of Due Diligence        B to furnish form of Subordination Agreement (for leases) to S    Furnished to S – 6/27
Period)                                                                                                                      NEED LIST FOR BB/AA

July 7, 2006 (10 business days after Buyer’s receipt of    B to notify S in writing of:                                      B notified – 7/7, no Declarant
Title Report, Title Documents and Survey. “Survey” =               Title objections; and                                    Estoppels necessary.
updated Survey, which was received on 6/22)
                                                                   Request for any certificates or estoppels from
                                                                    declarant(s) under any CC&Rs, or from other parties to   Where are we with Survey and
                                                                    similar arrangements (the “Declarant Estoppels”)         title Objections??
                                                                   (S has 5 days – calendar days- to respond)

July 12, 2006                                              1st Amendment extending Due Diligence Period                      Executed
July 19, 2006 (extended per 1st Amendment)                 Expiration of Due Diligence Period                                2nd Amendment executed –
5pm PDT                                                            B must deliver notice to continue before expiration of   notice of continuance delivered,
                                                                    Due Diligence Period                                     no contracts to be assumed.
                                                                   Schedule of Assumed Contracts
July 20, 2006 (1 business day after Due Diligence       B to deposit additional $200,000
August 3, 2006 (15 days after the Expiration of Due    Buyer to use good faith reasonable efforts to cause closing to

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Description: Closing Checklist useful tool in tracking the closing process once it is underway. Outlines all the necessary steps to finalize a closing including, critical dates, benchmarks, contact information, list of project responsibilities. Pages: 9
PARTNER Ted  Prosser
L. Ted Prosser, MANAGING PARTNER Landmark Asset Management Inc, Sequoia Properties, LLLP, Sequoia Equity Partners Ted has been involved in commercial real estate development and construction since 1977. His experience includes developing office parks and ski resorts in Colorado, as well as historic renovation around the country. He has completed over one million square feet commercial office and historic renovations including a large part of downtown Asheville. He is the President and Founder of Landmark Asset Management and the Managing Partner of Sequoia Properties, LLLP and Sequoia Equity Partners. He is a graduate of the University of Georgia and Cornell Advanced Investments and Valuations Program. He is a Certified Commercial Investment Member Candidate (CCIM) having completed all of the required coarse work. Ted is also a US Coast Guard licensed Boat Captain Cell and Voice Mail 828 242-4722 E-mail: