August 2005

Exclusively Represented by:

R. Jeffrey Spindler / Rett Coluccio / Randy Coe

Park Place Partners, Inc.

8105 Irvine Center Drive, Suite 1460Irvine, California 92618

(949) 852-8288 Tel / (949) 852-8108 Fax

City of Victorville, County of San Bernardino

Rancho Tierra Specific Plan308.2 Acres - Approximately 1,000+ Total Units

Phase I - 317+ UnitsPhase II - 453+ Units

RANCHO TIERRA

Rancho Tierra City of Victorville, CA

CONFIDENTIALITY AND CONDITIONS

The information contained in this offering material (“Brochure”) is confidential, furnished solely for the purpose of a review by a prospective purchaser of any portion of APN numbers 394-011-07 and 394-011-11 thru -17 in the City of Victorville, County of San Bernardino, California (“Property”) and is not to be used for any other purpose or made available to any other person without the express written consent of Park Place Partners, Inc. The material is based in part upon information supplied by Rancho Tierra, LLC and Strata Equity Investments, Managing Member (“Seller”) and in part upon information obtained by Park Place Partners from sources it deems reasonably reliable. Summaries of any documents are not intended to be comprehensive or all inclusive but rather only an outline of some of the provisions contained therein. No warranty or representation, expressed or implied, is made by Seller, Park Place Partners, or any of their respective affiliates, as to the accuracy or completeness of the information contained herein or as to engineering or environmental matters. Prospective purchasers should make their own projections and conclusions without reliance upon the materials contained herein and conduct their own independent due diligence, including engineering and environmental inspections, to determine the condition of the Property and the existence of any potentially hazardous material located at the site. This Brochure was prepared by Park Place Partners. It contains select information pertaining to the Property and does not purport to be all inclusive or to contain all of the information which a prospective purchaser may desire. All assumptions are provided for general reference purposes only and are based on assumptions relating to the general economy, competition and other factors beyond control and, therefore, are subject to material change or variation. In this Brochure, certain documents and other materials are described in summary form. The summaries do not purport to be complete nor, necessarily, accurate descriptions of the full agreements involved, nor do they constitute a legal analysis of such documents. Interested parties are expected to independently review all documents. This Brochure is subject to prior placement, errors, omissions, changes or withdrawal without notice and does not constitute a recommendation, endorsement or advice as to the value of the Property by Park Place Partners or the Seller. Each prospective purchaser is to rely upon its own investigation, evaluation and judgment as to the advisability of purchasing the Property described herein. Seller and Park Place Partners expressly reserve the right, at their sole discretion, to reject any or all expressions of interest or offers to purchase the property and/or to terminate discussions with any party at any time with or without notice. Seller shall have no legal commitment or obligation to any purchaser reviewing this Brochure or making an offer to purchase the Property unless a written agreement for the purchase of the Property has been fully executed, delivered and approved by the Seller and any conditions to Seller’s obligations thereunder have been satisfied or waived. Park Place Partners is not authorized to make any representations or agreements on behalf of Seller. This Brochure is the Property of Park Place Partners and may be used only by parties approved by Park Place Partners. The Property is privately offered and, by accepting this Brochure, the party in possession hereof agrees (i) to return it to Park Place Partners immediately upon request of Park Place Partners or Seller and (ii) that this Brochure and its contents are of a confidential nature and will be held and treated in the strictest confidence. No portion of this Brochure may be copied or otherwise reproduced or disclosed to anyone without the prior written authorization of Park Place Partners and Seller. The terms and conditions set forth above apply to this Brochure in its entirety.

Page 1 of 3

Park Place Partners, Inc. Rancho Tierra

Property Description

LOCATION: Rancho Tierra is located along the northwestern border of the city limits of Victorville, well situated between Highway 395 to the west and Interstate 15 to the east, and less than a half-mile south of the newly commissioned Southern California Logistics Airport (SCLA) and Industrial Park. The subject property is generally bounded by Rancho Road to the north, Clovis Street to the south, Amethyst Road to the west, and El Evado Road to the east.

MUNICIPALITY: City of Victorville, County of San Bernardino.

SELLER: Rancho Tierra, LLC Strata Equity Ventures, LP is the Managing Member controlled by the General Partner: Strata Equity Investments

APNS: 394-011-07 and 394-011-11 thru 17

ACREAGE: Phase I (TTMs 17183 & 17184): 74.02 acres Phase II (TTMs 17530 & 17531): 108.88 acres Offering Total: 182.90 acres

Entire Specific Plan (inc. LADWP): 308.2 acres

LOT COUNT: Phases 1 and 2 are currently available for sale. [CURRENT LOT COUNT AND UNIT MIX (SFD / DUPLEX) PER REFERENCED TTMS*]

* The Rancho Tierra Specific Plan offers a builder the ability to change the residential product type from single family detached to duplex as a permitted use within the Medium and Medium Low land use designations shown on the SP Land Use Plan (Exhibit 9). Additionally, the Specific Plan provides for the total number of dwelling units within each SP Planning Area to exceed the total allowed by up to 15%, as long as the cumulative project total does not exceed 1,347 units.

TOPOGRAPHY: The subject property is located on a gently sloping alluvial plain with portions of the site along the eastern boundary containing isolated landforms of a more rugged nature. The site is cut by a tributary drainage that flows roughly from the southwestern corner to the northern portion of the site, and a second drainage course crosses a portion of the southeastern property corner.

Minimum Lot Area / (D)uplex Permitted*

Specific Plan Land Use Designation

Phase TTM No. 4,000 (D)

Medium*

5,000 (D) Medium

Low*

6,000 Low

6,300 (D) Duplex Lots

Medium Low*

7,000 (D) Duplex Lots

Medium Low*

7,000 Very Low

Total Lots

Total Units w/

Duplexes*

Phase 1 17183 77 58 135 183 Phase 1 17184 133 49 182 182 Phase 2 17530 121 44 165 209 Phase 2 17531 96 137 55 288 343 Phase 3 17601 97 97 97 Phase 3 17602 102 102 102

TOTALS 314 372 77 55 102 49 969 1,116*

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Park Place Partners, Inc. Rancho Tierra

Property Description

ZONING: Rancho Tierra Specific Plan (SP-1-91)

GENERAL PLAN: Rancho Tierra Specific Plan (SP-1-91)

PROPERTY CONDITION: The subject site is currently in an unimproved condition and will be delivered “as is”.

ENTITLEMENT STATUS: Rancho Tierra Specific Plan (up to 1,347 Single Family homes): - Submitted May 14, 1991 to the City of Victorville, CA - Approved July 23, 1991 ZC No: ZC-12-91 Resolution No: 91-149 The Amended Specific Plan was approved by Ordinance No. 2062 in August 2004, receiving unanimous support from both the Planning Commission and City Council. Rancho Tierra Phasing of Tentative Tract Maps The Rancho Tierra Specific Plan consists of Master Tentative Tract Map No. 17249, which is subdivided into three phases and six separate tract maps. Phase 1 (317 Lots, or 365 Units w/ Duplexes*) and Phase 2 (453 Lots, or 552 Units w/ Duplexes*) are currently available for sale. The total offering includes 770 Lots, or 917 Units with Duplexes. The total The City of Victorville Planning Commission approval dates are as follows:

SCHOOL DISTRICT: Adelanto School District - Morgan Kincaid Elementary (K-5) - Mesa Linda Middle School (6-8)

Victor Valley Union High School District - Victor Valley High School (9-12)

TAX INFORMATION: The Seller is working with Taussig & Associates to process a CFD for the property. The tax rate is not expected to exceed 1.80%.

HOMEOWNERS’ ASSOCIATION: The Seller has indicated an H.O.A. will need to be formed to maintain the community center facilities. The formation of such H.O.A. will be the responsibility of the Buyer.

BROKERAGE FEE: The brokerage fees will be paid for by the Seller. No cooperating brokerage fees will be offered.

Phase Tentative Tract Number

Total Lots

Total Units w/ Duplexes*

Tentative Tract Approval Date

1 17183 135 183 May 25, 2005 1 17184 182 182 February 23, 2005 2 17530 165 209 July 13, 2005 2 17531 288 343 July 13, 2005 3 17601 97 97 T.B.D. 3 17602 102 102 T.B.D. TOTALS 969 1,116*

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Park Place Partners, Inc. Rancho Tierra

Property Description

COMMENTS: This project is envisioned to be a high quality master planned, mixed-use development. The development program provides for a range of residential products with an amenitized community center, as well as some commercial, office and light industrial uses (commercial and industrial parcels are not for sale – held by Sellers).

According to the Seller, this property has many of the requisite utilities near or through the site thus minimizing the typical off-site costs for a development with this many units.

Exclusively Represented by:

Jeff Spindler / Rett Coluccio / Randy Coe Park Place Partners, Inc.

8105 Irvine Center Drive, Suite 1460 Irvine, California 92618

Tel 949.852.8288 / Fax 949.852.8108

Park Place Partners, Inc. Rancho Tierra

Offering Guidelines SELLER: Rancho Tierra, LLC

Strata Equity Ventures, LP is the Managing Member controlled by the General Partner: Strata Equity Investments

PURCHASE AGREEMENT: Seller shall provide Buyer with a Purchase Contract within 7-days of selection. Buyer and Seller shall work diligently to have the Purchase and Sale Agreement executed by both parties, within 21-days after delivery of the Purchase Agreement.

DEPOSITS: The initial Deposit shall be equal to two percent (2%) of the anticipated Purchase Price, paid at the Opening of Escrow and shall remain refundable during the Feasibility Period. Prior to Buyer’s approval of Feasibility, a Second Deposit equal to eight percent (8%) shall be placed in escrow providing for a total Deposit of ten percent (10%) of the Purchase Price. Upon Buyer’s approval of its Feasibility, the Initial and Second Deposit shall be released to Seller and shall be non-refundable except for Seller default.

OPENING OF ESCROW: Upon delivery to the Escrow Officer of (i) the mutually executed Purchase and Sales Agreement and (ii) the initial Deposit equal to two percent (2%) of the anticipated Purchase Price. Escrow shall be held with First American Title Company.

FEASIBILITY PERIOD: Buyer shall have a 60-day Feasibility Period in which to investigate all aspects of the property, including the physical condition of the property. The Feasibility Period shall begin upon the mutual execution of a Letter of Intent and delivery of Seller’s Due Diligence materials

CLOSE OF ESCROW: Escrow shall close fifteen (15) business days after the expiration of the Feasibility Period.

OFFERING DEADLINE: Please submit offers in writing to Park Place Partners, Inc. (Rett Coluccio, Randy Coe, and Jeffery Spindler) by Wednesday, August 17, 2005 at 5:00 PM.

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Park Place Partners, Inc. Rancho Tierra