Baron Capital Partners

Real Estate Acquisition Advisory Services

I.     The Process
The methodology and strategy outlined herein is a proven approach, which will promote the orderly acquisition of institutional quality investment grade properties. BARON CAPITAL PARTNERS stands ready to serve qualified real estate buyers as its acquisition advisor and is committed to minimizing the client's cost, outperforming suggested timetables and establishing a relationship which will extend beyond the intended assignment.

In all its acquisition assignments, BARON CAPITAL PARTNERS employs a proven, economical set of steps designed to improve and expedite the property identification, evaluation and due diligence processes which precede the submission of purchase offers. These steps and BARON CAPITAL PARTNERS' approach as to how each should be employed are as follows:

Market Identification:  BARON CAPITAL PARTNERS, through its extensive database of real estate lawyers, developers, insurance companies, banks, REITS and private real estate companies, enjoys ready access to all types of investment grade real estate on a national scale not on the market, but available for sale.

To ease and expedite the search process, BARON CAPITAL PARTNERS begins its search in those areas where it not only has contacts, but whose demographics most likely fit the client's criteria.

Although multiple markets can be searched simultaneously, BARON CAPITAL PARTNERS believes that the scope of its search should be focused on specific targeted markets that make most economical sense to the client.

Owner Identification:  BARON CAPITAL PARTNERS' national presence will allow it to expeditiously identify property owners on a direct basis, generally avoiding real estate brokers. In most cases, owners solicited will not be actively marketing their properties, but will normally discuss a presented opportunity with a well known and credible contact. Direct owner identification will be accomplished by direct contact with (i) developers, (ii) lenders (iii) asset/financial managers, (iv) approximately 500 real estate lawyers well known to Baron in the target markets, (v) REITS, and (vi) individual ownership groups known to control the largest number of properties in the targeted markets. In addition, market research may be utilized to identify other owners within a target area at a normal cost. Real estate brokers will be utilized only where BARON CAPITAL PARTNERS holds favorable long-term relationships.

Search Method:  All qualified property owners will be sent an introduction letter from BARON CAPITAL PARTNERS as advisor for an unidentified client who is interested in purchasing properties in their area. Within a week, a BARON CAPITAL PARNTERS representative will follow-up the letter with a telephone call to determine the owner's interest level. Once interest is identified and confirmed, the information process commences. A list of preliminary submission requirements will be delivered to the owner and followed up on as necessary. The initial list will be limited to color photographs, historical operating statements, tenant mix, rent roll and other readily accessible material so as to encourage quick response. Subsequent submission requirements necessary for full due diligence will be required later. To expedite the search process, owners not forthcoming with initial submission requirements will be categorically eliminated.

The properties of those owners which properly supply the initial submission requirements will be evaluated by use of a standardized numerically based evaluation process created by Greg Lustig which culls from the universe of potential properties those that meet our client's acquisition criteria. Finally, we develop a pricing model to ensure that all properties are analyzed and priced on the same basis. All acquisitions are evaluated, researched, analyzed, underwritten and negotiated by BARON CAPITAL PARTNERS on virtually a turn-key basis. This enables our clients to complete their acquisitions in a timely and cost efficient manner.

Acquisition Process:  Prior to submitting letters of intent, BARON CAPITAL PARTNERS visits the qualifying properties to conduct a preliminary inspection of the target property, neighborhood and competitive properties. Such inspection is critical to uncovering facts necessary to qualify offers. On-site inspections will be conducted through a "shopper" approach, whereby BARON CAPITAL PARTNERS' representatives will pose as a consumer or prospective tenant as the case may be. A site inspection form is completed and returned to BARON CAPITAL PARTNERS management so facts uncovered may be considered in the development of a proforma financial forecast.

To develop standardized financial forecasts prior to making offers, BARON CAPITAL PARTNERS creates acquisition, pricing and operating models. Once financial proformas are produced, BARON CAPITAL PARTNERS considers same in styling binding letters of intent for submission to owners. Thereafter, BARON CAPITAL PARTNERS manages and directs contract negotiations, underwriting, contract execution and final due diligence while participating in procurement of financing as may be required by the client.

Pricing:  Rather than rely on the asking price of an asset or information from the listing broker, BARON CAPITAL PARTNERS does its own underwriting based on the valuation of each lease separately and utilization of its own pricing model. In combination with a thorough knowledge of the marketplace and an understanding of the Seller's situation and motivation, this method allows BARON CAPITAL PARTNERS to advantageously price its targeted acquisitions. By examining and considering multiple properties simultaneously as opposed to the one off approach, BARON CAPITAL PARTNERS further positions its client in the best possible negotiating position. Multiple properties are then negotiated simultaneously to insure maximum leverage.

Timeline:  Critical to achieving acquisition goals is the establishment of a timeline for each task outlined in BARON CAPITAL PARTNERS' search approach. This timeline, upon which the client may overlay the time it will require to counsel its investors and raise debt and equity, shall be used as a tool to grade the progress of the acquisition program. The timeline associated with steps discussed herein are typically as follows:

Preacquisition and Feasibility:

 Weeks
Prepare acquisition objectives1
Prepare acquistion model, pricing model,
evaluation system & submission requirements
1
Market identification1-2
Owner identification2-3
Direct mail (letters to qualified owners)4
Telemarketing (follow-up to direct mail)4-5
Qualification, Evaluation & Analysis5-6
Property Selection6

Subject to the client's own timetable and the scope of its assignment, BARON CAPITAL PARTNERS forecasts a total acquisition period extending approximately four to six months. Through refinements to be made during the subject acquisition program, timelines may be streamlined to more efficiently effect the acquisition objectives. Depending on the client's investment criteria, objectives, type of property and targeted markets, BARON CAPITAL PARTNERS will be able to identify virtually all qualified properties during this time period.

II.     Conclusion
BARON CAPITAL PARTNERS' acquisition advisory program was created to enable Buyers to employ similar targets to those used by major national real estate companies. The process is intended to eliminate common buying mistakes while maximizing returns and opportunities. Our Buyers are empowered with BARON CAPITAL PARTNERS' thorough knowledge of the market, the property and its tenants. Unlike Brokers, BARON CAPITAL PARTNERS has no inherent conflicts of interest as it represents the Buyer on an exclusive basis



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17134 Downing Street, Suite 301
Gaithersburg, MD 20877
(240) 277-8799
103 Valentine Farms
Akron Ohio, 44333
(330) 665-4970
Fax: (330) 665-2504
1313 Bainbridge Ridge Lane
Las Vegas NV 89144
(702) 354-0368

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