Marketmaker Real Estate Opportunity Fund 1 LP (in formation) — Page 2 of 6

_{Principal Investment Objectives}
The Fund's primary objective is to provide its Partners with an opportunistic high risk-adjusted Internal Rate of Return by acquiring discounted real estate and resort properties, then investing in, entitling (as necessary), developing, owning and selling interests in them, or selling them outright. The investments may encompass all types and classes of real estate assets and debt secured by such assets.

The strategy of the Fund is to acquire these properties in exchange for partnership interests, and to raise sufficient debt and/or equity capital to sustain the properties for at least five years during an anticipated real estate and capital markets recovery. The Fund expects to identify and acquire properties that are (a) entitled for development, (b) debt-free, and (c) have a significant opportunity for valuation lift. Beyond the cash required to complete the initial acquisitions and to pay carrying costs for the properties and the Fund generally, the Fund also may use any additional debt or equity funds that are available to acquire cash-flowing income-producing properties so as to increase and diversify its overall operations and stabilize returns.

The Fund will begin operations with a minimum of $100 million of Contributed Properties and a minimum of $50 million of committed capital.

Real Estate Advisor
Cushman & Wakefield will be the Real Estate Advisor to the Fund. Cushman is the preeminent global real estate services provider, offering a full array of real estate services in all major business centers around the world. It is a market leader in all of its core businesses. The Advisor will provide indication of value, preliminary evaluation, financial pro formas and projections, market reports and updates, property repositioning recommendations, highest and best use, enhancement of value, sales and marketing, entitlement, appraisal management, procurement of properties into the pool, disposition and brokerage services.

General Partner and Manager
Marketmaker Fund Advisors, the General Partner, and Marketmaker Fund Management, the Manager, are owned by Marketmaker Capital and Equus Asset Management. Marketmaker Capital, based in Los Angeles and New York, has, for many years, provided creative solutions to the financing needs of real estate sponsors and developers. Equus Asset Management, based in San Francisco, has more than 20 years of broad real estate investment experience. Equus' affiliate Security National Guaranty is the major investor in in Monterey Bay Shores, a California Coastal mixed-use project.