Compensating Balance Structured Collateral Finance Strategy

i Cap Ventures, Inc.www.iCapVentures.com

Irvine, CA Miami, FL

Collateral Depositor QIB or High Worth

Investor

Secures

Lending Bank or Syndication of

Banks

Invests in Bank CD’s

for Guaranteed

Yield

10 Yr Loan to 10 Yr Loan to BorrowerBorrower

Interest Cost Interest Cost is tied tois tied to

CD SpreadCD Spread

It is pre-arranged that the Bank agrees to make ClientCompany Loan in a like amount as the Deposit. TheDeposit is not collateral for the Loan. AcceptableCollateral is acquired from the Loan to secure Loan.

Benficial Interest Transferred Into Trust

GICTRUST

Collateral Instruments & Guarantees Secured – GIC Formed

10-Yr Term Certain Re-Insurance Guarantee Added

Secures Required Portfolio of Benficial Interest in Death Benefit of Life Ins.

Policies of People 70+ Years Old

$32.8M CD’s

The Collateral Investor’s CD’s Allow for aCompensating Balance for this Financing Structure

LendingBank

Collateral is Registered in UCC Filings Against Borrower and the GIC

$32.8MCorporate

Loan

$32.8M Cash Deposit Depositor

GIC

$32.8M Face Value

10 Yr Loan to 10 Yr Loan to BorrowerBorrower

Interest Cost Interest Cost is tied tois tied to

CD’s SpreadCD’s Spread

Compensating Balance to GIC Lending

Package Arranged

Loan PaymentsBeneficial Interest $17.1MCollateralized

Guarantee (GIC) & Fees

$10MNet Cash Infusion

to BorrowerOperating Account

$5.7M2-Yrs Pre-Paid Int.Reserve Account

Optional Optional Equity KickerEquity Kicker

IncentivesIncentives

Lending Bank or Syndication

of Banks

Re-Insurance Guarantee to Pay 100% of Life Insurance Benefits in 10-Year Term

Life Insurance Policies Which TransferBeneficiary Interest to GIC

GIC Transfers Beneficary Interest to Bank for Loan Collateral

How Guaranteed Insurance Contracts (GIC,s) Are Applied

GIC

Insured Dies 1 Yr

Lending Bank or Syndication

of Banks

GIC

$500,000

$1,000,000$5,000,000

$2,500,000

Insured Dies 18 Months

Beginning Balance $ 32,800,000

Declining Loan Balance as GIC Policies Mature

At End of Term Re-insurance Pays all Policies that have not Matured – 100% Guaranteed

As Insured Die Policys Pay to

Beneficiary

Declining Loan Balance

-$5,000,000 $ 27,800,000-$2,500,000 $ 25,300,000

Lending Bank or Syndication

of Banks

GIC

50% of Loan

= 110% of Project Cost

Pre-Pays 2-Yrs Interest Only

Pays Yrs 3-10 Interest on Net Loan from Cash Flow

VentureProject

Borrower

50% of Loan

= 100% of Collateral Cost Collateral Value = 100%

of Loan

Pays 100% Loan Remaining Balance

Maintains GIC Premium Payments or comes from early

Maturity of GIC

Lending Bank

► Receives Cash Deposit from 3rd party Investor or QIB (arranged by iCapVentures), purchasing a $32.8M 10Yr CD’s from the Lending Bank.

► Bank then loans a compensating amount ($32.8M) to Borrower for a 10-Year Term - receives 2-Yrs pre-paid Interest, and fully compensating collateral of Re-insured Guaranteed Insurance Contracts (GIC) with a face maturity value of $32.8M AA-rated and term 100% guaranteed by re-insurance. Lending Bank is the Beneficiary of the GIC.

► Bank receives interest only payments from Borrower on the Net Loan for years 3 – 10. Yrs 1 & 2 are pre-paid from Loan proceeds on the front end.

► Bank may also take a 1st (or subordinate to any existing lender secured) position on the Assets Borrower acquires with the Net Capital.

► Borrower also agrees to use the Lending Bank as the depository for all banking trans-actions for the Borrower business.

► The GIC matures at various stages during the Term to the benefit of Bank (beneficiary of GIC) and pays down the Principal in tranches as GIC has maturity events, and any remaining balance is 100% guaranteed and paid at the end of term by the AA-rated re-insurance contract. This provides 100% guaranteed return of Principal and a certain however variable IRR.

Lending Bank (Cont.)

► Bank also receives an Equity kicker or additional ROI from the cash flows of the business. This additional return is applied against the Borrower Loan Interest cost it ties to the CD. Any off-setting interest deficit is paid to the Bank by borrower from the business or enterprise Cash Flows. Principal is 100% guaranteed and paid to the Bank from the maturity of the GIC, and additionally secured by the assets acquired by Borrower.

► Lending Bank is incentivised to do this type transaction as the will be able to demonstrate:

● Minimization of Credit & Reserve Exposure ● Quality Loans on its Books ● Growth of Customer Deposits ● Reduction in Probability of Problem Assets ● Exploits A Unique Market Position

Collateral Depositor (QIB)

► Invests $32.8M with the Lending Bank for the purchase of 10-Yr CD’s at prevailing rates for a guaranteed yield.

► CD’s are never at risk, as their is no connection between the CD’s and the Loan to Borrower. The transaction is solely for the purpose of creating a Compensating Balance.

► Depositor additionally gains from Equity Kicker or additional interest negoiated with Borrower. An investment with no down-side, only up-side potential.

Borrower

► Receives a 100% securitized Loan

► No payments for initial 24 Months – Interest payments are financed for this period

► Pays interest only at a low rate of the spread between the CD and Loan

► If development project is able to pay off the principal of the Loan earlier than the 10-Yr Term, the beneficial interest in the GIC is transferred from the Lending Bank to the benefit of the Borrower. GIC can be sold and cashed out early, or flipped to the next transaction of Borrower as the structured collateral instrument (which now has a shorter maturity guarantee, i.e., if in 5-years, the Principal return can be 100% guaranteed in 5-Yrs).

► Borrower never pays back the Principal of the Loan, as the maturity of the GIC in 10-yrs pays the Bank (the beneficiary) 100% of the Principal of the Loan

iCapVentures

► In cooperation with Borrower, secures Depositor and assists in negotiating favorable terms and conditions of the transaction as described above.

► In cooperation with Borrower, secures Lending Bank for transaction on the basis of the structure described herein.

► Provides GIC Trust collateral instruments and documentation

► Resources Life Settlement collaterals to the criteria of Re-insurer (see further information on this below). 1 to 1 up to 1 to 1.2+ coverage.

► Resources Re-insurance wrap for a 10-Year fixed date certain – 100% guaranteed pay-off of the balance of Principal Loan and any remaining Interest.

Irvine, CA Miami, FL

Jim Nashjrnash@iCapVentures.com

Compensating Balance Structured Collateral Finance Strategy