EXHIBIT 99.2 OVERBID PURCHASE CONTRACT This Overbid Purchase Contract is entered into as of January 24, 2002, and made effective as of the Effective Date by and between MTGLQ Investors, LP, a limited partnership ("Buyer"), and Thomas F. Lennon,...

EXHIBIT 99.2

OVERBID PURCHASE CONTRACT

This Overbid Purchase Contract is entered into as of January 24, 2002, and
made effective as of the Effective Date by and between MTGLQ Investors, LP, a
limited partnership ("Buyer"), and Xxxxxx X. Xxxxxx, Receiver for Capital
Consultants, LLC, an Oregon limited liability company ("CCL") in the cases of
Securities and Exchange Commission v. Capital Consultants, LLC, et. al. (Case
-----------------------------------------------------------------------
No. 00-1290-KI) and Xxxxxx X. Xxxx, Secretary of Department of Labor v. Capital
-----------------------------------------------------------
Consultants, LLC, et. al. (Case No. 00-1291-KI) pending in the United States
-------------------------
Xxxxxxxx Xxxxx, Xxxxxxxx of Oregon, on behalf of CCL and the Investors (as
defined below).

1. DEFINITIONS.

1.1. Meanings. As used in this Agreement, the following words have the
--------
meanings respectively assigned to them by this Section 1.1:

(1) "Adjusted Purchase Price" shall have the meaning set forth in
Section 6.4(1) below.

(2) "Agreement" means this Purchase and Sale Agreement, as the same
may be amended from time to time.

(3) "Asset" means each Loan, Collateral, Equity, and Claim being sold
by the Seller to the Buyer pursuant to this Agreement.

(4) "Auction" shall mean the public auctions held in accordance with
an order previously entered by the Court in the Receivership Cases whose
potentially interested purchasers have the opportunity to bid for the Assets.

(5) "Buyer" means MTGLQ Investors, LP, and its permitted successors
and permitted assigns.

(6) "Cash Collateral" means the deposited funds acting as Collateral
for the obligations of a Loan.

(7) "Claims" means all contract and tort claims, if any, held by the
Receiver and CCL (other than as a representative of otherwise unrepresented
Investors in certain litigation authorized by orders of the Court) against the
borrowers, guarantors and Collateral associated with the Loans. This does not
include any claims held by the Receiver or CCL against any other persons,
entities or things, including, without limitation, claims against CCL
professionals. In addition, the claims to be sold do not include direct tort
claims by CCL Investors, such as securities law violation claims, if any,
against the borrowers, guarantors, their professionals or other third-parties
that are not derivative (i.e., claims that can only be brought on behalf of or
----
through CCL).

(8) "Collateral" means the security in the form of real or personal
property, or Cash Collateral, collateralizing the obligations of a Loan.

(9) "Closing" means the closing of the sale and purchase transaction
contemplated by this Agreement, including without limitation, the payment of the
Purchase Price and the negotiation or assignment of the Assets to the Buyer by
the Seller.

(10) Closing Date" means the date which is five (5) business days
following satisfaction of all of the Conditions, but in no event later than
February 5, 2002, or such later date as is agreed to by the parties.

(11) "Conditions" shall have the meaning set forth in Section 3.4
below.

(12) "Court" means the United States District Court, District of
Oregon overseeing the Receivership Cases."

(13) "Cutoff Date" means September 15, 2001.

(14) "Deposit" shall have the meaning set forth in Section 2.1 below.

(15) "Deposit Escrow Account" shall have the meaning set forth in
Section 2.1 below.

(16) "Documents" means with respect to each Asset and only if and to
the extent that any of the following items listed in (a) through (g) below is
presently in the possession or control of the Seller: (a) all written contracts,
agreements, instruments and documents relating to such Asset; (b) all written
security agreements, pledge agreements, financing statements, mortgages, deeds
of trust, assignments of leases and/or rents, and other writings creating,
evidencing or perfecting liens, security interests, pledges, hypothecations or
other encumbrances securing such Asset; (c) all written guaranties of or
indemnification agreements relating to such Asset; (d) all certificates of
title, insurance policies, stock certificates, certificates of deposit,
certificates of membership interests, certificates of partnership interests and
other agreements, instruments or documents securing such Asset; (e) all other
collateral in the possession of the Seller securing such Asset; (f) all written
disbursement and payment histories relating to such Asset; and (g) all written
amendments, assignments, extensions and reinstatements of and all supplements to
any of the items listed in (a) through (d) above.

(17) "Effective Date" means the date that this Agreement is executed
by both Seller and Buyer.

(18) "Equity" means each private equity investment referred to in
Schedule II.

(19) "ERISA" shall have the meaning set forth in Section 6.2(6) below.

(20) "Escrow Accounts" means all monies (excluding Cash Collateral)
held by the Seller in escrow for real estate taxes, insurance and/or other
similar items with respect to the Loans.

(21) "Excluded Documents" means, with respect to the Loan(s), any and
all correspondence, reports, information, internal analysis, internal memoranda,
documents, credit

information, regulatory reports, and/or internal assessments of valuation of the
Loan(s), trust deed(s) and/or related collateral, or any other collateral
document, including but not limited to, mortgage, assignment of production,
security agreement, assignment of security interest, guaranty, corporate
guaranty, letter of credit, pledge, collateral agreements, loan agreement, or
other agreement or document, whether an original or copy or whether similar to
those enumerated, securing the payment or performance of the Notes evidences the
Loans or any other Asset, that may be, but are not necessarily, missing,
misplaced, misfiled, omitted or excluded from the Loan Files due to either (i)
removal by the Receiver or its agents, employees or representatives due to
attorney-client privilege claims or (ii) unintentional acts of Seller or acts of
third parties of which Seller has no knowledge.

(22) "Files" means all of the Loan Files, Equity Files and Claims
Files.

(23) "Investor" means a client of CCL whose funds were used to make a
Loan or invest in an Equity included in Schedule I or II, respectively.

(24) "Loan" means each loan or other indebtedness referred to in
Schedule I.

(25) "Loan File," "Claim File" and "Equity File" mean, with respect to
each Loan, Claim or Equity, as applicable, all correspondence, notices and other
agreements, instruments or documents, including the related Notes and Documents,
but excluding any documentation that represents a privileged communication.

(26) "Note" means each promissory note or other evidence of
indebtedness evidencing a Loan and made payable to the Seller, CCL and/or the
Investors.

(27) "Original Loan Documents" means original notes, guarantees,
security agreements, mortgages, deeds of trust, certificates of title, stock
certificates, certificates of deposit, certificates of membership interests, and
certificates of partnership interests located in the Files or otherwise in the
possession or control of the Seller.

(28) "Purchase Price" means $_____________________, subject to the
adjustments to be made pursuant to Section 3.6 and below.

(29) "Receiver" means Xxxxxx X. Xxxxxx, receiver in the Receivership
Cases, and his successors and assigns.

(30) "Receivership Cases" means: (i) the case of Securities and
--------------
Exchange Commission v. Capital Consultants, LLC, et al. (Case 00-1290-KI) and
-------------------------------------------------------
(ii) the case of Xxxxxx X. Xxxx, Secretary of Department of Labor v. Capital
-----------------------------------------------------------
Consultants, LLC, et al. (Case No. 00-1291-KI, each pending in the United States
------------------------
Xxxxxxxx Xxxxx, Xxxxxxxx of Oregon.

(31) "Related Persons" shall have the meaning set forth in Section 8.4
below.

(32) "Released Party" shall have the meaning set forth in Section
6.4(4) below.

(33) "right, title and interest" in and to the Assets means any claim
to ownership, constructive trust, equitable lien or other claim of right, title
or interest that an Investor or Seller could claim to have with respect to an
Asset or portion thereof but excluding direct tort claims or other claims not of
a derivative nature such as claims of securities fraud.

(34) "Sale Order" means a written order signed and entered by the
Court in the Receivership Cases, which shall: (i) approve the sale of Seller's,
CCL's and/or Investors' right, title and interest in and to the Assets to Buyer
on the terms and conditions set forth herein free and clear of all liens,
claims, encumbrances, security interests, and rights of ownership by or of any
other party, (ii) provide that the Court shall retain jurisdiction over all
matters arising from or relating to the Sale Order; and (iii) be substantially
in the form of Exhibit E hereto.
----------------

(35) "Seller" means the Receiver in the Receivership Cases acting on
behalf of CCL and the Investors.

(36) "Seller's Account" means the following described bank account:

Xxxxx Fargo Bank
Loan Portfolio Proceeds Money Market
Account No. 2902732615

(37) "Termination Notice" shall have the meaning set forth in Section
2.1 below.

1.2. Number. Whenever a word defined in Section 1.1 in its singular form is
------
used in this Agreement in its plural form, it retains its defined meaning and
refers to more than one, but not necessarily all, unless the context of its
usage indicates otherwise. Whenever a word defined in Section 1.1 in its plural
form is used in this Agreement in its singular form, it retains its defined
meaning and refers to one, unless the context of its usage indicates otherwise.

1.3. Incorporations. Schedule I, Schedule II, Exhibit A, Exhibit B, Exhibit
--------------
C, Exhibit D and Exhibit E as attached to this Agreement are incorporated herein
by reference.

2. DEPOSIT.

2.1. First Deposit. Not less than five (5) days prior to execution of this
-------------
Agreement by the Seller and the Buyer, Buyer has deposited Five Hundred Thousand
Dollars ($500,000.00) (the "Deposit") in a mutually agreed-upon interest bearing
segregated escrow account (the "Deposit Escrow Account") in the name of Seller.
The Deposit and all interest accrued thereon shall be applicable to the Purchase
Price and shall be non-refundable unless (a) the Court fails to enter the Sale
Order or (b) Seller breaches this Agreement and such breach remains uncured
after notice from Buyer and the failure of Seller to cure within thirty (30)
from date of Buyer's notice.

2.2. Evidence of Sufficient Funds. Buyer shall provide Seller with written
----------------------------
evidence acceptable to Seller in its reasonable discretion not later than 5 days
prior to the Auction that Buyer has cash or other immediately available funds to
pay the Purchase Price.

3. SALE AND PURCHASE.

3.1. Sale and Purchase. At the Closing, the Seller without recourse and
-----------------
without representation or warranty, express or implied (except to the extent
representations and warranties are expressly set forth in this Agreement) will
sell to the Buyer, transfer, assign, set over and convey and the Buyer will
purchase from the Seller, all of the Seller's, CCL's and the Investors' right,
title and interest, if any, in and to the Assets and all Escrow Accounts, Files
and Documents (excluding Excluded Documents) associated therewith, for the
consideration and on the terms and conditions set forth in this Agreement.

3.2. Closing. The Closing will be held on the Closing Date at CCL's
-------
office, 0000 XX Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx, or at such other time and place
or in such other manner as may be mutually agreed upon by the Seller and the
Buyer.

3.3. Payment of Purchase Price. At or before the Closing, the Purchase
-------------------------
Price will be paid as follows: (A) by the Buyer depositing in the Seller's
Account an amount ("Payment Amount")equal to the Purchase Price (less the
Deposit and less any adjustments made prior to Closing in accordance with
Section 3.6 below), by the wire transfer of collected funds received prior to
11:00 a.m. (Pacific Standard Time), and (B) by the Seller applying the Deposit
to the payment of the balance of the Purchase Price.

3.4. Conditions to Closing. The obligations of Seller and Buyer to close
---------------------
the sale of the Assets contemplated hereby is subject to satisfaction or waiver
of the conditions of Seller and Buyer set forth below (collectively, the
"Conditions"):

(1) Conditions to Seller's Obligations (each of which may be waived at
Seller's election):

(a) The Court shall have approved the form of this Agreement no later
than November 23, 2001;

(b) Entry of the Sale Order on or before January 31, 2002, provided
that such Sale Order has not been stayed as of the Closing;

(d) Compliance by Buyer with any applicable securities laws and other
regulatory requirements;

(e) Satisfaction of any other restrictions which are not able to be
overcome by issuance of the Sale Order by the Court;

(f) As of the Closing Date, Buyer shall have timely performed all of
the obligations required to be performed by Buyer pursuant to this
Agreement; and

(g) The representations and warranties of Buyer set forth in Section
6.2 shall be true and correct in all material respects as of the date
of this Agreement and as of the Closing Date.

(2) Conditions to Buyer's Obligations (each of which may be waived at
Buyer's election):

(a) Entry of the Sale Order on or before January 31, 2002, provided
that such Sale Order has not been stayed as of the Closing;

(b) Compliance by Buyer with any applicable securities laws and other
regulatory requirements;

(c) As of the Closing Date, Seller shall have timely performed all of
the obligations required to be performed by Seller pursuant to this
Agreement; and

(d) The representations and warranties of Seller set forth in Section
6.1 shall be true and correct in all material respects as of the
Closing Date.

3.5. Transfer Of Assets, Notes And Documents.
---------------------------------------

(1) Transfer. Subject to the Seller's prior receipt of the Purchase
--------
Price and satisfaction of all of the conditions to Seller's obligations set
forth in Section 3.4(1) above, at the Closing the Seller will (a) assign all of
Seller's, CCL's and Investors' right, title and interest in and to the Assets
and all Escrow Accounts, Files and Documents (excluding the Excluded Documents)
associated therewith, (b) endorse, without recourse, and deliver to the Buyer
the Notes, and (c) deliver to the Buyer all of the Documents and Files. Each
Note will be endorsed by a separate allonge substantially in the form of Exhibit
-------
A, and all of Seller's, CCL's and Investors' right, title and interest in and to
-
the Assets and Documents will be assigned by an assignment substantially in the
form of Exhibit B, provided however, that each recorded mortgage, deed of trust
---------
and assignment of leases and rents in which Seller, CCL and/or the Investors is
the named beneficiary will be assigned by an assignment substantially in the
form of Exhibit C.
---------

(2) Filing And Recording. As soon as practical after the Closing (but
--------------------
in no event later than 60 days after the Closing Date), the Buyer will file and
record (as is appropriate) with the appropriate governmental authorities all of
the assignments delivered by the Seller pursuant to Section 3.5(1), and
simultaneously with such filing and recording, the Buyer will pay all transfer,
filing and recording fees and taxes applicable thereto or to the transactions
evidenced thereby other than Seller's income taxes, if any.

3.6. Adjustments.
-----------

(1) Amounts Received Prior To Closing. Seller shall be entitled to
---------------------------------
retain all amounts received by the Seller prior to the Closing with respect to
the Assets. The Payment Amount will be decreased by all amounts received by the
Seller with respect to the Loans on and after the Cutoff Date on a
dollar-for-dollar basis except to the extent Seller receives a payment that was
due and owing prior to the Cutoff Date pursuant to the Documents evidencing a
Loan,

and such payment is not applicable to either principal or interest due under the
Loan, e.g., a late payment fee, penalty or charge or expense reimbursement.

(2) Final Adjustments. The Seller will use its commercially reasonable
-----------------
efforts to provide the Buyer with accurate information necessary to compute the
Purchase Price and to make the adjustments provided for by this Section 3.6. It
is recognized, however, that payments may have been deposited directly into
accounts of the Seller for which the Seller will not obtain an accounting for
several days after the Closing and that some checks taken in payment may not be
honored. Within 15 days following the Closing, the Seller will account to the
Buyer for all payments under the Notes and the Documents that were received by
the Seller and not taken into account in computing the adjustment to the
Purchase Price pursuant to this Section 3.6 or for which checks were not
honored, and within 25 days following the Closing, the Seller or the Buyer will
make a remedial payment to the other of them, as is appropriate.

(3) Misdirected Payments. If the Seller or the Buyer receives a
--------------------
payment under any Asset or Document that, according to the provisions of this
Agreement, belongs to the other of them, it will promptly pay such amount to the
other of them, without interest on such payment.

(4) Adjustments to Purchase Price. Within sixty (60) days after the
-----------------------------
Closing the Seller may recalculate the Purchase Price due to misapplied
payments, unapplied payments and accounting errors, and will notify the Buyer of
the adjusted Purchase Price (the "Adjusted Purchase Price") resulting from such
recalculation. If the Adjusted Purchase Price is greater than the Purchase Price
paid by the Buyer, the Buyer will pay the difference to the Seller within thirty
(30) days after the Seller notifies the Buyer of the Adjusted Purchase Price,
and if the Adjusted Purchase Price is less than the Purchase Price paid by the
Buyer, the Seller will refund the difference to the Buyer within thirty (30)
days after the Seller notifies the Buyer of the Adjusted Purchase Price.

3.7. Transfer Of Files. Subject to the Seller's prior receipt of the
-----------------
Purchase Price, at the Closing the Seller will deliver to the Buyer all of the
Files. Buyer may defer delivery of the Files by Seller, upon request made by
Buyer at any time prior to the Closing Date, for a period of not more than
thirty (30) days following the Closing Date. The Files delivered to the Buyer
will consist of all originals (as opposed to copies) in the Seller's possession
or reasonable control. The Buyer will notify the Seller prior to the Closing
Date of the address and the method of shipment for the delivery of the Files,
and will tender to the Seller at the Closing an amount sufficient to cover the
costs of delivery by such method. From and after delivery of the File(s) to
Buyer, Seller shall have no responsibility therefor.

3.8. Goodbye Letters. At the Closing, the Seller will sign a written notice
---------------
of the sale of each Note to the Buyer, substantially in the form of Exhibit D.
---------
At the Buyer's own cost, the Buyer may mail such notices by first class mail to
the obligors of the Notes promptly after the Closing, at the last known
addresses of record of such obligors.

3.9. Other Documentation. On the written request of the Buyer, and subject
-------------------
to obtaining any required governmental and required third-party approvals, the
Seller will sign and deliver to the Buyer such other agreements, instruments and
documents as are reasonably

necessary to convey or perfect the Buyer's right, title and interest in the
Assets, the Notes, the Documents and the Files (excluding the Excluded
Documents) as contemplated by this Agreement at no additional cost or expense to
Seller. Each such agreement, instrument or document must be prepared by the
Buyer and tendered to the Seller on or before the 120th day following the
Closing Date, and must be in a form and of a content reasonably satisfactory to
the Seller. At the request of the Seller, each such agreement, instrument or
document will specifically state in bold letters as follows: THIS DOCUMENT IS
MADE WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY OF ANY NATURE,
EXPRESS OR IMPLIED, EXCEPT AS SET FORTH (IF AT ALL) IN THE PURCHASE AND SALE
AGREEMENT DATED JANUARY 24, 2002, BETWEEN BUYER AND XXXXXX X. XXXXXX, RECEIVER
OF CAPITAL CONSULTANTS, LLC IN THE CASES OF SECURITIES AND EXCHANGE COMMISSION
----------------------------------
V. CAPITAL CONSULTANTS, LLC, ET. AL. (CASE NO. 00-1290-KI) AND XXXXXX X. XXXX,
------------------------------------ --------------
SECRETARY OF DEPARTMENT OF LABOR V. CAPITAL CONSULTANTS, LLC, ET. AL. (CASE NO.
---------------------------------------------------------------------
00-1291-KI) PENDING IN THE UNITED STATES DISTRICT COURT, DISTRICT OF OREGON, AS
SELLER. The Seller will not have any obligation, express or implied, to sign or
deliver any such agreement, instrument or document not tendered to the Seller on
or before the 60th day following the Closing Date, and the Buyer hereby releases
the Seller from any such obligation that might otherwise exist.

3.10. Modification of the Documents. Until this Agreement is terminated or
-----------------------------
until the Buyer defaults under or breaches this Agreement, the Seller will not
amend, modify or discharge any of the Assets or the Documents, nor may the
Seller release any obligor of any of the Loans or any collateral securing any of
the Assets, without the prior written consent of the Buyer, except as provided
by Section 3.12(1) below.

3.11. Post-Closing Collections.
------------------------

(1) Amounts Received After Closing. Any payment received by the Seller
------------------------------
subsequent to the Closing will belong to the Buyer, and the Seller will remit
each such payment to the Buyer within thirty (30) days after receipt (without
interest thereon), with negotiable instruments being endorsed where possible by
the Seller without recourse and without warranties.

(2) Post-Closing Collections of Items Received Prior to Closing. The
-----------------------------------------------------------
Seller and the Buyer agree that the Seller retains the right to collect on any
and all checks or other negotiable instruments which represent payments of
principal, interest or any fees or other charges relating to any of the Assets,
which payments were (i) received by Seller prior to the Cut-Off Date and
reflected in the unpaid principal balances stated on Schedule I, or (ii)
received by the Seller during the period on or after the Cut-Off Date and prior
to or on the Closing Date and for which an adjustment to the Payment Amount was
made pursuant to Section 3.3 above, regardless of whether such checks or other
negotiable instruments are collected prior to, on or after the Closing Date. To
the extent such payments were received by Seller prior to the Cut-Off Date but
were not reflected in the unpaid principal balances stated on Schedule I, there
shall be an adjustment to the Payment Amount pursuant to Section 3.3 above.

3.12. Servicing. The Assets are being sold to the Buyer on a
---------
servicing-released basis, except for any Asset which is a participated Asset and
as to which the Seller is not the present servicer pursuant to the respective
participation agreement. As of the Closing, and except as provided in the
preceding sentence, all rights, obligations, liabilities and responsibilities
with respect to the servicing of the Assets will pass to the Buyer. The Seller
will have no obligation to perform any servicing activities with respect to any
Asset from and after the Closing Date, except for any obligation required by
law. The Buyer will have no right to communicate with any obligor, the Seller's
employees or attorneys and/or any third party which may have provided any
information or appraisals to the Seller or otherwise taken any action with
respect to any obligor, until after the Closing.

(1) Interim Servicing/Buyer Bound. Between the Effective Date of this
-----------------------------
Agreement and the Closing, the Seller will continue to service the Assets to the
extent Seller was the servicer of the Assets prior to the Effective Date hereof,
including the monitoring and maintenance of Uniform Commercial Code filings and
continuations, and in connection therewith, the Seller will have the right to,
among other things, postpone any pending foreclosure sale until after the
Closing or complete any foreclosure proceeding and transfer the rights therein
and in any foreclosed collateral to the Buyer on the Closing Date.
Notwithstanding the provisions of Section 3.10 above, the Buyer will be bound by
the actions taken by the Seller prior to the Closing Date. Seller will use
reasonable efforts consistent with past practice to meet or toll any material
proof of claim, discharge, limitation, notice, hearing, trial, penalty or
payment date or any other material deadline in connection with the Assets after
the date of this Agreement so as to minimize the adverse effect on the Assets
taken as a whole if Seller failed to so act.

(2) Servicer Requirements. The Buyer will be responsible for complying
---------------------
with all state and federal laws, if any, with respect to ownership and/or
servicing of any of the Assets from and after the Closing Date, including
without limitation, the obligation to notify any obligor or guarantor of the
transfer of servicing rights from the Seller to the Buyer.

(3) Escrow Accounts. The Buyer and the Seller will promptly comply
---------------
with all applicable laws, statutes, rules and regulations of all federal, state,
local, governmental or quasi-governmental entities or authorities having
jurisdiction with respect to the transfer of the Escrow Accounts, and the Buyer
assumes on the Closing Date the Escrow Accounts held by the Seller and all
obligations and duties with respect to the establishment, holding and management
of the Escrow Accounts. Seller shall transfer to Buyer that sum of money held by
Seller as of the Closing Date which represents collected and undisbursed escrow
payments. Seller makes no warranties or representation, of any kind or nature,
as to the sufficiency of this sum to discharge any obligations related in any
manner to the escrow obligation, as to the accuracy of this sum, or as to the
propriety of any previous disbursements or payments from any escrow account.

3.13. Borrower Claims and Counterclaims. As set forth in Section 6.3 below,
---------------------------------
but subject to the representations and warranties of Seller set forth in Section
6.1 below, as set forth in Section 6.3 below, the Assets are being sold to Buyer
"As-Is, Where-Is, With All Faults" free and clear of all security interests,
liens, claims, encumbrances, and rights of ownership by, or of any other party,
except as otherwise provided in Section 6.1(3). Further, the Loans are being
sold free and clear of any claims, counterclaims, set off or offset claims by
borrowers and/or

guarantors against Seller unrelated to a Loan. However, the Loans are being sold
subject to all defenses including recoupment claims and rights that borrowers
and/or guarantors may assert as to the Loans up to the outstanding balance of
the Loans. However, if any borrower and/or guarantor has asserted a claim
relating to a Loan for an amount in excess of the outstanding Loan balance
("Excess Claim") (it being understood and agreed that the amount in excess of
the outstanding Loan balance is the "Excess Amount" with respect to "Excess
Claims"), Seller shall defend including by asserting that borrower and/or
guarantor must have timely filed a proof of claim in the Receivership Cases for
such Excess Claims. Seller will be responsible for defending against such Excess
Claims (but only as to the Excess Amount of such Excess Claims) as part of the
summary claims process. Seller shall not settle any Excess Claims (as to the
Excess Amount) on any basis that would compromise the Buyer's efforts to collect
upon or otherwise enforce the Loans without the written consent of the Buyer,
which shall not be unreasonably withheld. Seller has previously provided Buyer
with copies of (i) all claims filed in the Receivership Cases in response to the
Order Establishing Bar Date for Submitting Proofs of Claim against CCL entered
on August 27, 2001 and a copy of such Order and (ii) the Order Authorizing
Summary Claims Procedure entered by the Court in the Receivership Cases on
February 16, 2001. Buyer shall not settle any Loan obligations without obtaining
a release of Seller, in his capacity as Receiver, with respect to any related
Excess Claim. Seller and Buyer shall reasonably cooperate in opposing any claims
that include Excess Claims. In connection with the defense of such Excess Claims
the parties shall reasonably cooperate with each other and commit reasonable
resources in providing a joint defense to such claims based on the size of the
Excess Amount.

4. DUE DILIGENCE. Buyer understands, acknowledges and agrees that Buyer has
had the right, at its sole cost and expense, to perform its due diligence of the
Assets including, but not limited to:

(1) Reviewing all of the Documents and Files;

(2) Reviewing, inspecting and evaluating all collateral in the possession
of Seller purportedly securing the Assets;

(3) Performing public records searches to confirm owners, encumbrances,
liens and lien positions;

(4) Reviewing all materials, proposals, litigation files, insurance
policies and claims and documents associated with the Claims; and

(5) Reviewing the Order Authorizing Summary Claims Procedure entered on
February 16, 2001; the Order Establishing Bar Date for Submitting
Proofs of Claim against CCL entered on August 27, 2001; and the claims
filed in connection therewith.

Buyer has completed its due diligence review of the Assets and the
transactions contemplated by this Agreement and the obligations of the parties
hereunder are not subject to, or conditioned upon, any further due diligence or
other review of the Assets.

5. TRANSACTION COSTS.

5.1. The Seller's Costs. The Seller will pay all of the fees and costs
------------------
incurred by the Seller concerning this Agreement and the transactions
contemplated by it, including all fees and costs of Seller associated with
obtaining the Sale Order.

5.2. The Buyer's Costs. The Buyer will pay all of the fees and costs
-----------------
incurred by the Buyer concerning this Agreement and the transactions
contemplated by it, including without limitation, all transfer and recording
fees and taxes (excluding Seller's income taxes, if any) and all costs of its
due diligence investigations.

6. WARRANTIES, REPRESENTATIONS, COVENANTS AND DISCLAIMERS.

6.1. Representations By Seller. On the Closing Date, the Seller shall
-------------------------
represent and warrant to the Buyer as follows:

(1) Authorization. Based on the Sale Order, the Receiver has full
-------------
power and authority to execute and deliver this Agreement and the agreements,
instruments and documents to be executed and delivered by the Seller pursuant to
this Agreement and to perform its obligations hereunder,

(2) Enforceability. Based on the Sale Order, when executed and
--------------
delivered by the Seller, this Agreement and each agreement, instrument or
document to be executed and delivered by the Seller pursuant to this Agreement
will constitute the legal, valid and binding obligations of the Seller,
enforceable against the Seller in accordance with their provisions, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the rights of creditors generally
and by general principles of equity, provided, however, that this Agreement and
each such other agreement, instrument or document (as applicable) is also
executed and delivered by all other persons provided to be parties thereto, if
any.

(3) Title. Based solely on the Sale Order, the Seller, CCL or the
-----
Investors, as applicable, has good and marketable title to the Assets. When
assigned or negotiated by the Seller to the Buyer pursuant to this Agreement and
in accordance with the Sale Order, the Assets, the Notes and the Documents will
be free and clear of all security interests, liens, claims, encumbrances and
rights of ownership by or of any other party, except for sales, use and transfer
tax liens pertaining to the transactions contemplated by this Agreement.
Further, the Loans are being sold free and clear of any claims, counterclaims,
set off or offset claims by borrowers and/or guarantors against Seller unrelated
to a Loan.

(4) Settlements. Since the Cutoff Date, the Receiver has not settled,
-----------
compromised, or released any of the parties to the Loans with respect to any
Claims, and has not entered into any covenants not to xxx binding upon the
Buyer.

(5) Unpaid Principal Balances. To the best of the Receiver's
-------------------------
knowledge, the unpaid principal balances of the Loans (excluding any claimed
reduction thereto by reason of defenses, counterclaims or offsets that borrower
may claim to be entitled to of any nature other than on account of cash
payments) are materially the same as stated on Schedule I after taking into
account any payments that were received by the Seller between the Cutoff Date
and the Closing Date and which were applied to reduce the unpaid principal
balances of the Loans

pursuant to the terms of the Documents and pursuant to Section 3.6 above, shall
reduce the Purchase Price.

6.2. Representations, Covenants and Agreements By The Buyer. The Buyer
------------------------------------------------------
represents and warrants to the Seller as follows:

(1) Organization. The Buyer is a limited partnership duly organized
------------
and in good standing under the laws of ______________ and has full power and
authority to execute and deliver this Agreement and the agreements, instruments
and documents to be executed and delivered by the Buyer pursuant to this
Agreement and to perform its obligations hereunder, without contravening any
covenant or obligation binding on it or its property and without obtaining the
consent or approval of any body or person, whose consent or approval has not
been obtained.

(2) Enforceability. When executed and delivered by the Buyer, this
--------------
Agreement and each agreement, instrument or document to be executed and
delivered by the Buyer pursuant to this Agreement will constitute the legal,
valid and binding obligation of the Buyer, enforceable against the Buyer in
accordance with their provisions, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and by general principles of equity,
provided however, that this Agreement and each such other agreement, instrument
or document (as applicable) is also executed and delivered by all other persons
that are parties thereto, if any.

(3) Sophisticated Investor. The Buyer is a sophisticated investor
----------------------
experienced in the type of transactions contemplated by this Agreement and in
the collection of delinquent debt, has sufficient information concerning the
Assets, Notes, Documents and related Files in order to make an informed decision
to enter into this Agreement and the transactions contemplated hereby, and is
not in a disparate bargaining position with respect to the Seller.

(4) Access. The Buyer has been given adequate access and opportunity
------
to inspect, analyze and evaluate the Assets, Notes, Documents, Files and to
conduct other investigations, including but not limited to, the due diligence
investigation provided for in Section 4 above, that the Buyer has deemed
necessary, and the Buyer will close the transactions contemplated by this
Agreement based on such inspection, analysis, evaluation and investigations and
not in reliance (in whole or in part) on any representation, warranty or
covenant by the Seller, its employees agents, attorneys or representatives,
express or implied, that is not specifically set forth in this Agreement.

(5) Independent Evaluation. Buyer is an "accredited investor" as that
----------------------
term is defined by the Securities Act of 1933, as amended. In conjunction with
its attorneys and advisors, the Buyer has made its own independent evaluation of
each aspect of the transactions contemplated by this Agreement and the Assets,
Notes, Documents, and related Files including without limitation: (a) the
validity and enforceability of the Loans, the Equities, the Claims, the Notes
and the Documents, (b) the existence of, title to, liens and encumbrances on,
physical condition of and the value of any purported collateral for the Assets,
the Notes and the Documents, and (c) the compliance of any such purported
collateral with laws, ordinances, governmental rules and regulations, and
obligations owed to and conditions in favor of third-parties, including without
limitation, zoning regulations, building codes, restrictive covenants,

easements, licenses, and those pertaining to environmental matters,
hydrocarbons, hazardous or toxic materials, and underground storage tanks.

(6) ERISA. The Buyer is not (a) an employee benefit plan that is
-----
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or (b) an employee benefit plan that is subject to ERISA, and the
transactions contemplated by this Agreement do not violate the prohibited
transaction provisions of Section 406 of ERISA or Section 4975 of the Internal
Revenue Code of 1986, as amended.

(7) Distribution. The Buyer is not purchasing the Assets in
------------
contemplation of, or for re-sale in connection with, any distribution, private
placement or public offering of the Assets, the Notes, the Documents or any part
thereof or interest therein, that would violate any law or governmental rule or
regulation, in any manner.

(8) Financial Condition of Buyer. Buyer represents and warrants that
----------------------------
it has sufficient assets and that its financial condition is such that it can
pay the Purchase Price in cash at the Closing as contemplated by this Agreement.
Buyer will provide Seller with appropriate documentation as Seller requests to
evidence its financial condition both at the Effective Date, and from time to
time, up to and including the Closing.

(9) No Collusion. Neither Buyer nor any of its officers, directors,
------------
shareholders, agents, representatives, employees or parties in interest (i) has
in any way colluded, conspired, connived or agreed, directly or indirectly, with
any other firm or person to submit a collusive or sham offer to purchase the
Assets, or any offer other than a bona fide offer, or (ii) has, in any manner,
directly or indirectly, sought by agreement or collusion or communication or
conference with any other firm or person to fix the price or prices, or to fix
any overhead, profit or cost element of the Purchase Price or to secure any
advantages against Seller.

(10) Excluded Documents. Buyer understands that the Excluded Documents
------------------
may be missing or may have been removed from the File(s). The Excluded Documents
may include significant and material information which, if made known to Buyer,
could have a material, significant direct or indirect impact upon perceived,
apparent or actual value of the Assets. Buyer agrees, acknowledges, confirms and
understands that the Excluded Documents might, directly or indirectly, relate to
or impact upon the perceived, apparent or actual (i) value, (ii) merits, (iii)
risks, and/or (iv) hazards inherent with respect to the Assets. The risk that
such Excluded Documents might be pertinent in order to make an informed decision
with respect to the perceived, apparent or actual (i) value, (ii) merits, (iii)
risks, and/or (iv) hazards associated with, or with respect to or in connection
with the Assets are accepted by Buyer as a risk of entering into this Agreement.
The risk that the Excluded Documents might be pertinent to Buyer in order for
Buyer to make an informed decision with respect to the actual, apparent, or
perceived value of the Assets shall be borne by Buyer. It is the express
intention and understanding between Seller and Buyer that the Excluded Documents
are not to be sold, transferred, assigned or conveyed by Seller to Buyer, and
Buyer shall at no time ask for, seek or be provided access to any or all of such
Excluded Documents.

(11) Disclosure. Buyer acknowledges that (a) Seller may be in
----------
possession of material, nonpublic oral information and/or material nonpublic
information included within the Excluded Documents regarding the Assets,
including but not limited to, the issuers of the Equities and/or the Loans,
their financial condition, results of operations, businesses, properties,
assets, liabilities, management, projections, appraisals, plans and prospects,
as well as information regarding the claims of creditors of such issuers; (b)
such information may be materially adverse to the interests of Buyer; and (c) if
Buyer were in possession of some or all of such information Buyer might not
purchase any or all of the Assets pursuant to this Agreement. Buyer also
acknowledges and agrees that Seller shall have no obligation to disclose to
Buyer any of the information referred to in the preceding sentence except as set
forth in Section 4 above. Seller acknowledges and agrees that it has a duty to
provide found Documents to Buyer during the existence of the Receivership. In
addition, Seller shall use reasonable efforts to maintain Original Loan
Documents in the Files prior to the Closing. In that regard, Seller shall
provide Buyer with a complete list of Original Loan Documents in the Files as of
a specified date and attach such list (the "List of Original Loan Documents") as
a Schedule hereto. If, notwithstanding the Receiver's reasonable efforts, one or
more of the documents in the List of Original Loan Documents is missing at the
Closing, then Seller will execute all documents reasonably necessary for Buyer
to enforce the obligations under the missing Original Loan Documents pursuant to
Section 6.5 herein.

(12) Nondisclosure. Each of Buyer and Seller is in full compliance
-------------
with its respective obligations under the terms of any Confidentiality Agreement
executed by Buyer to review the information made available by Seller or its
personnel, agents, representatives or independent contractors to all potential
bidder(s) for the Assets, and the terms thereof are hereby incorporated herein
subject to Buyer's ownership rights and interests acquired by Buyer hereunder.

(13) Identity. Buyer is a "United States person" within the meaning of
--------
Paragraph 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

(14) Insured Loan. If the Loans transferred pursuant to this Agreement
------------
are insured or guaranteed by any insurer or guarantor, including, without
limitations, the United States Department of Housing and Urban Development or
any other department or agency of any governmental unit, federal, state or
local, or private mortgage insurer, Buyer represents that Buyer has been
approved by such agency, insurer or guarantor and is an approved lender or
mortgagee, as appropriate, if such approval is required. If Buyer has not been
so approved, Buyer recognizes and acknowledges that any such insurance or
guarantees may be terminated. With respect to any trust deed(s) or Loans as to
which such insurance or guaranty is in full force and effect on the date of this
Agreement, Buyer agrees to assume all of Seller's obligations under the contract
of insurance with respect to the period after the Closing Date. Buyer agrees to
indemnify and hold Seller harmless from and against any claims of breach of such
insurance obligation to the extent that such breach is alleged to occur on or
after the Closing Date. Buyer and Seller agree to cooperate as necessary to
complete forms required by the insuring party to effect or complete the transfer
to Buyer.

(15) Investment Representation. Buyer is knowledgeable, sophisticated
-------------------------
and experienced in business and financial matters that enable it to evaluate the
merits and risks of the

transactions contemplated by the Agreement; Buyer has previously invested in
assets similar to the Assets and fully understands the risks associated with
Buyer's investment in the Assets; and Buyer is able to bear the economic risk of
its investment in the Assets and is presently able to afford the complete loss
of such investment. Buyer is not purchasing the Assets with a view to, or for
offer or sale in connection with, any distribution (within the meaning of the
Securities Act of 1933, as amended or otherwise) of the Assets or any portion
thereof in any transaction that would be in violation of any laws, including but
not limited to, the securities laws of the United States of America or any State
thereof. Buyer acknowledges that the Assets may have limited or no liquidity and
it has the financial capability to hold the Assets for an indefinite period of
time.

6.3. Disclaimers. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH
-----------
IN THIS AGREEMENT, SELLER HAS NOT MADE OR GIVEN, DOES NOT MAKE, AND SPECIFICALLY
DISCLAIMS ANY STATEMENTS, OPINIONS, ADVICE, GUARANTIES, PROMISES, COVENANTS,
AGREEMENTS, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR
CHARACTER, WRITTEN OR ORAL, PAST, PRESENT OR FUTURE, CONCERNING ANY OF THE
ASSETS, OR THE MARKETABILITY, VALUE, NATURE, QUALITY OR CONDITION OF OR ANY USES
TO WHICH THE ASSETS MAY OR MAY NOT BE PUT, INCLUDING BUT NOT LIMITED TO (A) THE
CONDITION OR TITLE TO THE ASSETS; (B) THE NATURE OR PHYSICAL CONDITION OF THE
ASSETS; (C) THE INCOME OR EXPENSES, GENERATED, PAID OR INCURRED IN CONNECTION
WITH THE ASSETS; (D) THE SUITABILITY, SALEABILITY, MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR USE OF THE ASSETS BY BUYER; (E) THE CONFORMITY OF
THE ASSETS WITH ANY APPLICABLE LAWS, RULES OR REGULATIONS; (F) THE VALIDITY,
PRIORITY OR PERFECTION OF ANY COLLATERAL DOCUMENT; (G) THE STATE OF TITLE,
PRIORITY OF LIENS, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, UTILITY
CAPACITY OR COMMITMENT FOR UTILITY CAPACITY, OPERATING HISTORY OR PROJECTIONS,
VALUATIONS, LOCATION, USE, QUALITY, DESCRIPTION, DURABILITY OR (H) THE NECESSITY
OF BUYER TO OBTAIN ANY NECESSARY GOVERNMENTAL APPROVALS OR PERMITS FOR BUYER'S
INTENDED USE OF THE ASSETS.

BUYER ACKNOWLEDGES FOR BUYER AND BUYER'S SUCCESSORS AND ASSIGNS, (A)
THAT BUYER HAS BEEN GIVEN A REASONABLE OPPORTUNITY TO INSPECT AND INVESTIGATE
THE ASSETS, EITHER INDEPENDENTLY OR THROUGH AGENTS OF BUYER'S CHOOSING AND (B)
THAT BUYER IS ACQUIRING THE ASSETS BASED UPON BUYER'S OWN INVESTIGATION AND
INSPECTION THEREOF. BUYER AGREES THAT THE ASSETS SHALL BE SOLD AND THAT BUYER
SHALL ACCEPT POSSESSION OF THE ASSETS WITHIN THIRTY (30) DAYS OF THE DATE OF THE
CLOSING IN THEIR "AS-IS, WHERE-IS, WITH ALL FAULTS" CONDITION WITH NO RIGHT OF
SET-OFF OR REDUCTION IN THE PURCHASE PRICE AND THAT, EXCEPT AS SET FORTH IN THIS
AGREEMENT, SUCH SALE SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED. EXCEPT AS THE SAME MAY BE SPECIFICALLY SET FORTH IN THIS
AGREEMENT, THE SELLER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND COVENANTS OF
EVERY NATURE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WITH
RESPECT TO: MERCHANTABILITY;

NEGOTIABILITY; STATUS AS A HOLDER IN DUE COURSE; CREDITWORTHINESS OF ANY MAKER,
ACCOMMODATION PARTY, ENDORSER, GUARANTOR, OR OTHER OBLIGOR UNDER OR WITH RESPECT
TO ANY LOAN, NOTE OR DOCUMENT; EXISTENCE, CONDITION, HABITABILITY,
MERCHANTABILITY, MARKETABILITY, FREEDOM FROM TITLE DEFECTS, DELINQUENCY, PAYMENT
HISTORY, OR VALUE OF ANY COLLATERAL FOR ANY LOAN, NOTE, EQUITY, DOCUMENT OR
OTHER ASSET; COMPLIANCE OF ANY COLLATERAL WITH ANY LAW, INCLUDING ANY USURY
LAWS, GOVERNMENTAL REGULATION, RESTRICTIVE COVENANT, INCLUDING WITHOUT
LIMITATION, ZONING ORDINANCES, BUILDING CODES, HEALTH REGULATIONS, USE AND SET
BACK RESTRICTIONS, AND THOSE PERTAINING TO HAZARDOUS, TOXIC OR SIMILAR
MATERIALS; EXISTENCE OR NAMED PAYEE OF ANY INSURANCE OR THE VALIDITY OF ANY
CERTIFICATE OF INSURANCE WITH RESPECT TO ANY COLLATERAL FOR ANY LOAN, NOTE ,
EQUITY, DOCUMENT OR OTHER ASSET OR ON THE LIFE OF ANY PERSON LIABLE FOR ANY
OBLIGATION UNDER OR WITH RESPECT TO ANY LOAN, NOTE, EQUITY, DOCUMENT OR OTHER
ASSET; BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO
BE PROVIDED WITH RESPECT TO THE ASSETS WAS OBTAINED FROM A VARIETY OF SOURCES
AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF
SUCH INFORMATION AND OTHER THAN AS SPECIFICALLY SET FORTH IN SECTION 6.1, SELLER
MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT CERTAIN EXCLUDED
DOCUMENTS MAY HAVE BEEN OMITTED OR REMOVED FROM THE FILE(S). BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT SUCH EXCLUDED DOCUMENTS WHICH SELLER MAY HAVE
REMOVED FROM THE LOAN FILE(S), IF DISCLOSED TO BUYER, COULD HAVE AN IMPACT UPON
AND AFFECT, AMONG OTHER THINGS, THE DECISION OF BUYER TO PURCHASE THE ASSETS,
THE ACTUAL OR PERCEIVED VALUE OF THE ASSETS, AND THE ULTIMATE RECOVERY OF THE
ASSETS. EFFECTIVENESS OR ENFORCEABILITY OF ANY LOAN, NOTE, EQUITY, DOCUMENT OR
OTHER ASSET IN ACCORDANCE WITH ITS TERMS OR OTHERWISE; COMPLETENESS OF ANY FILE;
GENUINENESS AND COMPLETENESS OF ANY ITEM IN ANY FILE AND ANY OTHER MATTERS
CONCERNING THE ASSETS.

BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF ANY STATUTE
OR BODY OF LAWS IN OREGON OR ANY OTHER JURISDICTION IN CONNECTION WITH THE
MATTERS WHICH ARE SUBJECT TO THE ACKNOWLEDGMENTS, WAIVERS AND RELEASES CONTAINED
IN THIS SECTION 6.3.

BUYER'S INITIALS. ____________________

6.4. Post-Closing Covenants of Buyer.
-------------------------------

(1) IRS Reporting. The Buyer agrees to submit all IRS forms and
-------------
information returns for all Assets transferred to the Buyer pursuant to this
Agreement for the full calendar year in which the Closing occurs and thereafter.

(2) Files and Records. The Buyer agrees to abide by all applicable
-----------------
state and federal laws, rules and regulations regarding the handling and
maintenance of all documents and records relating to the Assets, including
without limitation, the length of time such documents and records are to be
retained. The Buyer further agrees: (a) to allow the Seller the continuing right
to use, inspect and make extracts from or copies of any such documents or
records during normal business hours on the Seller's reasonable notice to the
Buyer for any lawful purpose at Seller's cost; (b) to allow the Seller the
possession, custody and use of original documents for any lawful purpose and on
reasonable terms and conditions including Seller's duty to reasonably safeguard
such original documents while such documents are in Seller's actual possession;
and (c) to give reasonable notice to the Seller of the Buyer's intent to destroy
or dispose of any documents or files and to allow the Seller, at its own
expense, to recover the same from the Buyer.

(3) Notices of Claims. The Buyer will promptly notify the Seller of
-----------------
any claim, threatened claim or litigation against the Seller or its predecessors
that comes to the Buyer's attention and that relates to any Asset.

(4) Release of Seller. The Buyer agrees that it will not renew,
-----------------
extend, renegotiate, compromise, settle or release any Loan or Note or any right
of the Buyer founded on or growing out of this Agreement, except on payment in
full thereof, unless all obligors on said Loan or Note or right first release
and discharge the Seller and its predecessor(s), attorneys, agents and assigns
(each a "Released Party") from all demands, claims, causes of action, losses,
damages, liabilities, obligations, remedies, penalties, costs and expenses which
any such obligor may have against any such Released Party arising from or
growing out of the Note.

(5) Assets in Litigation. With respect to any Asset which is the
--------------------
subject of any type of pending litigation, the Buyer will notify the Seller at
the address provided in Section 10.2 within sixty (60) days after the Closing of
the name of the attorney selected by the Buyer to represent the Buyer's interest
in the litigation. The Buyer will, within sixty (60) days after the Closing,
notify the clerk of the court and all counsel of record that ownership of the
Asset was transferred from the Seller to the Buyer. The Buyer will have its
attorney file appropriate pleadings with the court within sixty (60) days after
the Closing substituting the Buyer's attorney for the Seller's attorney and also
removing the Seller as a party to the litigation and substituting the Buyer as
the real party in interest. Should the Buyer fail to comply with the provisions
of this Section 6.(5) within the applicable time period, the Seller may, at its
option, dismiss with or without prejudice, or withdraw from, any such pending
litigation. The Buyer agrees to reimburse the Seller, on demand, for the
Seller's legal expenses (including without limitation, reasonable attorneys'
fees) in such litigation in the event Buyer breaches its obligations hereunder.

(6) Assets in Bankruptcy. In accordance with Bankruptcy Rule 3001(c),
--------------------
the Buyer agrees to take all actions necessary to file within sixty (60) days
after the Closing: (1) proofs of claim in pending bankruptcy cases involving any
Assets for which a proof of claim has not already been filed, and (2) evidence
of the terms of the purchase of the Assets with the appropriate bankruptcy court
in cases in which proofs of claim have been filed. The Buyer will prepare and
provide to the Seller within sixty (60) days after the Closing, an assignment of
claim and affidavit in the form required by the respective bankruptcy court, for
each Asset which is in

bankruptcy as of the Closing. The Buyer releases the Seller from any claim,
demand, suit or cause of action that the Buyer may have as a result of the
Seller's failure to file any such proofs of claim, and the Buyer further agrees
to reimburse the Seller for any cost or expense incurred by the Seller as a
result of the Buyer's failure to file an assignment of claim and affidavit as
required by this Section 6.4(6).

6.5. Further Assurances. From time to time, upon the request of either
------------------
party, the other party agrees to use reasonable best efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable under any applicable laws including, but not limited to,
executing, acknowledging and delivering such documents as may be necessary to
consummate and make effective the transactions contemplated by this Agreement as
promptly as practicable.

7. USE OF SELLER'S NAME. The Buyer will not in any manner (directly or
impliedly) use the Seller's name or the originating institution's name or any
name deceptively similar to that of the Seller or the originating institution,
including without limitation, in making, maintaining or prosecuting any claim,
in any civil action or foreclosure proceeding, before any administrative agency,
or in any manner which could mislead any person with respect to the Seller
having any right, title or interest in, to or under any of the Assets.

8. INDEMNITIES AND REMEDIES.

8.1. Indemnification By Buyer. The Buyer will indemnify and hold harmless
------------------------
the Seller from all demands, claims, causes of action, losses, damages,
liabilities, obligations, remedies, penalties, costs and expenses (including
without limitation, reasonable attorneys' fees) arising out of or pertaining to:
(1) any claim brought by a third party under or with respect to any of the
Assets, arising from or relating to actions (or failure to act or omissions) by,
on behalf of, or at the request of Buyer or any of its agents, representatives,
officers, directors or employees after the Closing; and (2) any material
misrepresentation or breach of any warranty made by the Buyer in or pursuant to
this Agreement or any agreement, instrument, document or other writing executed
by the Buyer in favor of the Seller in connection with this transaction.

8.2. Buyer's Default. If the Buyer fails to consummate the purchase of the
---------------
Assets pursuant to this Agreement on or before the Closing Date or fails to
perform any of the Buyer's other obligations under this Agreement either prior
to or on the Closing Date, or breaches any other agreement, including any
Confidentiality Agreement, relating to the subject matter hereof, by and between
the Buyer and the Seller for any reason, then the Seller may seek specific
performance of this Agreement by the Buyer and/or exercise any other right or
remedy which the Seller may have at law or in equity. In such event the Buyer
will indemnify and hold harmless the Seller from all demands, claims, causes of
action, losses, damages, liabilities, obligations, remedies, penalties, costs
and expenses (including without limitation, reasonable attorneys' fees) arising
out of or pertaining to such default by the Buyer. As an alternative, the Seller
may elect, in its sole and absolute discretion, by giving written notice to the
Buyer, to terminate this Agreement and retain the Deposit, free of any claims of
the Buyer or any other person or entity with respect thereto, after which
termination neither party will have any further rights or obligations under this
Agreement. Any such election by the Seller will be in full liquidation of all
damages suffered by the Seller and will be the sole and exclusive remedy of the
Seller with

respect to such default by the Buyer. The Buyer acknowledges that the Seller
will suffer damages in the event of such a default, that the amount of such
damages would be difficult to determine, and that the amount of the Deposit is a
reasonable amount for such damages. In the absence of such an election by the
Seller, all other remedies of the Seller are cumulative and not exclusive of any
other remedy available to the Seller, whether pursuant to this Agreement or
available to the Seller at law or in equity. Buyer may eliminate Seller's
election hereunder, by increasing the Deposit to a total of $5 million no later
than five (5) days prior to the Auction, in which event the Seller's sole and
exclusive remedy for Buyer's breach shall be retention of Buyer's Deposit as
liquidated damages.

8.3. Seller's Default. If the Seller fails to consummate the sale of the
----------------
Assets pursuant to this Agreement on or before the Closing Date or fails to
perform any of the Seller's other obligations under this Agreement either prior
to or on the Closing Date then the Buyer's sole remedy shall be to terminate
this Agreement and the return of the Deposit(s) to the extent paid to the date
of termination by Buyer in full liquidation of all damages suffered by Buyer and
as Buyer's sole and exclusive remedy with respect to such default by Seller.

8.4. Buyer's Release of Claims. Except as otherwise specifically provided
-------------------------
in this Agreement, the Buyer releases and forever discharges the Seller and its
agents, representatives, servants, directors, officers, members, employees,
shareholders, successors, assigns and affiliates (collectively the "Related
Persons") of and from any and all demands, claims, causes of action, losses,
damages, liabilities, obligations, remedies, penalties, costs and expenses that
the Buyer now has or may in the future have against the Seller and/or any
Related Person in any manner on account of, arising out of, or related to the
Assets.

8.5. Limitations On Damages. Neither the Seller nor the Buyer will be
----------------------
entitled to any consequential, incidental, special or exemplary damages arising
out of or pertaining to any breach of this Agreement or of any agreement,
instrument or document delivered pursuant to this Agreement.

9. COMPLIANCE WITH LAWS. The Seller and the Buyer, at their sole cost and
expense, will make all filings and reports and send all notices necessary to
comply with all laws and rules and regulations of any governmental authority,
concerning the transactions contemplated by this Agreement.

10. BROKERS. The Seller and the Buyer represent and warrant to each other that
it did not engage any finder, broker, or intermediary with respect to this
Agreement or the transactions contemplated hereby or directly or indirectly
cause any finder's fee, commission or other compensation or expense
reimbursement to become owing to any third-party with respect to this Agreement
or the transactions contemplated hereby. The Seller and the Buyer will defend,
indemnify and hold harmless the other of them from all demands, claims, causes
of action, losses, damages, liabilities, obligations, remedies, penalties, costs
and expenses (including without limitation, reasonable attorneys' fees) with
respect to its breach of its representations and warranties set forth in this
Section 10.

11. NOTICES.

11.1. Writing Required. All notices and communications required or
----------------
permitted under this Agreement must be in writing and will be deemed to have
been sufficiently given or made on actual receipt during normal business hours
(or if received other than during normal business hours, on the beginning of the
next business day) by the intended recipient (regardless of the manner of
delivery, including without limitation, by telecopier, facsimile, delivery
service, mail or hand delivery); provided however, that a notice or other
communication sent by U.S. mail will be deemed to have been received on the
third business day following the depositing thereof in the U.S. mails, first
class postage prepaid, and addressed to the intended recipient at the address
set forth in this Section 11.

11.2. Addresses. Notice and communications required or permitted pursuant
---------
under this Agreement will be delivered at the following addresses:

If to the Buyer:

To: MTGLQ Investors, LP
c/o Goldman Xxxxx Mortgage Company
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000-000-0000

With a Copy to: Xxxx Xxxxxx, Esq.
Ball Janick LLP
000 XX Xxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000

If to the Seller:

To: Xxxxxx X. Xxxxxx, Receiver
Capital Consultants, LLC
0000 XX Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
and
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xx Xxxx, XX 00000
Fax: (000) 000-0000

With a copy to:

Xxxxx X. Xxxxx, Esq.
Xxxxx Xxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP
000 X. Xxxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Fax: (000) 000-0000

11.3. Changes. The Seller and the Buyer may change their respective
-------
addresses set forth in Section 11.2, by a written notice of such change to the
other of them that is delivered at least 10 days prior to the effective date of
such change.

12. [INTENTIONALLY OMITTED].
------------------------

13. GENERAL PROVISIONS.

13.1. Time. Time is of the essence hereof.
----

13.2. Entire Agreement. This Agreement, the Exhibits and Schedules hereto
----------------
contain the entire understanding and agreement between the Seller and the Buyer
and supersedes all prior understandings, agreements, warranties, representations
and communications between the Seller and the Buyer with respect to the subject
matter hereof, except for the Confidentiality Agreements by and between the
Seller and the Buyer.

13.3. Amendments. This Agreement can be amended only by a writing signed by
----------
the Seller and the Buyer.

13.4. Survival. Subject to any limitations set forth in this Agreement, all
--------
representations, warranties, indemnities and covenants of the Seller and the
Buyer will survive the Closing for a period of one (1) year and the execution
and delivery of all agreements, instruments and documents executed or delivered
pursuant to this Agreement, without being merged into the same.

13.5. Assignments. Neither the Seller nor the Buyer may assign this
-----------
Agreement or any right hereunder without the prior written consent of the other
party. Notwithstanding the foregoing, the Buyer may assign its rights hereunder
to an assignee in which Buyer controls and owns at least a seventy-five percent
(75%) ownership interest. It shall be a condition to any assignment permitted
pursuant hereto that the proposed assignee execute such documents as Seller may
require, including, without limitation, a confidentiality agreement acceptable
to Seller and an assumption agreement acceptable Seller which shall in no event
relieve Buyer of any liability or obligation hereunder.

13.6. Third-Party Beneficiaries. This Agreement is for the sole benefit of
-------------------------
the Seller and the Buyer and their successors and permitted assigns. Neither
this Agreement nor the transactions contemplated by this Agreement or any
agreement, instrument or document created, signed or delivered pursuant hereto
will create in any other person any right, benefit or interest or estop the
Seller or the Buyer with respect to any of the Assets, Notes, the Documents or
any amount payable pursuant thereto or otherwise.

13.7. Construction. This Agreement will be construed without reference as
------------
to who prepared it.

13.8. Controlling Law; Jurisdiction; Venue. THIS AGREEMENT WILL BE GOVERNED
------------------------------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON AND FEDERAL
RECEIVERSHIP LAW, AS APPLICABLE, WITHOUT REFERENCE TO THE CONFLICTS OF LAW
PROVISIONS THEREOF. THE

U.S. DISTRICT COURT, FOR THE DISTRICT OF OREGON SHALL RETAIN JURISDICTION TO
ENFORCE THE PROVISIONS OF THIS AGREEMENT, THE PROCESS ORDER, THE SALE ORDER AND
THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS IN ALL RESPECTS, AND TO
ADJUDICATE ANY DISPUTES THAT MAY ARISE IN THE FUTURE WITH RESPECT TO SAME.

13.9. Waiver Of Jury. EACH OF THE SELLER AND THE BUYER VOLUNTARILY AND
--------------
IRREVOCABLY WAIVES ANY CONSTITUTIONAL OR OTHER RIGHT IT MAY HAVE TO A TRIAL BY
JURY WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ASSERTED IN ANY CIVIL ACTION
BY OR AGAINST THE OTHER OF THEM, CONCERNING THIS AGREEMENT, ANY AGREEMENT,
INSTRUMENT OR DOCUMENT DELIVERED OR TO BE DELIVERED PURSUANT TO THIS AGREEMENT,
ANY ACT OR FAILURE TO ACT WITH RESPECT TO THIS AGREEMENT OR ANY SUCH AGREEMENT,
INSTRUMENT OR DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, WHETHER SUCH CLAIM OR CAUSE OF ACTION ARISES UNDER CONTRACT, IN TORT
OR OTHERWISE.

13.10. Binding Effect. This Agreement will be binding on the Seller and the
--------------
Buyer and will enure to the benefit of their successors and permitted assigns.

13.11. Headings. The Section and other headings contained in this Agreement
--------
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

13.12. Expenses. Except as otherwise expressly provided herein, each party
--------
to this Agreement shall pay its own costs and expenses in connection with the
transactions contemplated hereby.

13.13. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument, but only one of which
need be produced.

13.14. Facsimile Signatures. Any signature page delivered by a fax machine
--------------------
or telecopy machine shall be binding to the same extent as an original signature
page, with regard to any agreement subject to the terms hereof or any amendment
thereto. Any party who delivers such a signature page agrees to later deliver an
original counterpart to any party which requires it.

Dated January 24, 2002.

CAPITAL CONSULTANTS, LLC,
Buyer: an Oregon limited liability company

MTGLQ Investors, LP, a limited partnership

By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------- --------------------
Name: Xxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact____________________ Title: Receiver

SCHEDULE I
----------

Description Of Loans

As of 9/15/01
Loan Principal
No. Borrower Interest Rate Balance
-- -------- ------------- -------

PRIVATE DEBT
3002 Xxxxx Xxxxxxxx 15% $ 318,047.00
3671 Xxxxx Xxxxxxxx 17% $ 600,000.00
4091 Ambitech Inc 6.50% $ 135,466.72
0000 Xxxxxx/Xxxxxxxx Prime + 5% $ 1,200,000.00
5269 Oregon Auto Center II 17% $ 973,708.52
8915 Xxxx Xxxxxx Prime $ 100,000.00
8916 Xxxxxxx Trusts Inc./Xxxxxxxxxx Prime $ 600,000.00

Subtotal Private Debt $ 3,927,222.24
7
PRIVATE DEBT WITH EQUITY KICKER
2551 Azumano Travel Service 13.50% $ 1,502,619.79
0000 Xxxxxxxxx Xxxxxxxx 12% $ 3,500,000.00
3962 Xxxxxxxx/Xxxxxx/Xxxxxxxx 0% $ 51,500.00
5098 Xxxxxx Gourmet Foods 0% $ 162,832.98

Subtotal Private Debt -with Equity Kicker $ 5,216,952.77
4
LOANS WITH ADDITIONAL COLLATERAL
2512 Cascade General 9% $ 433,333.39
0000 Xxxxxxx Xxxxxxx/Xxxxxxx Prime + 5% $ 600,000.00
4072 Broken Top Associates Prime + 4% $ 4,315,635.07
4802 Oregon Auto Center Prime + 4% $ 2,600,000.00
0000 Xxxxxxx Xxxxxx Prime + 5% $ 2,123,000.00
5251 Washington Alder Prime + 3.35% $19,763,500.00
5265 A & G Precision Parts LLC Prime + 5% $ 4,120,000.00
5275 Bayside, Ltd. Prime + 5% $30,564,085.00
5321 Calafate Prime + 5% $ 5,390,000.00

Subtotal Loans with Additional Cash/Other Collateral $69,909,553.46
9
REAL ESTATE MORTGAGES
2111 Marine Finance Corp/Astoria Metals Prime + 3.35% $ 2,562,742.88
3561 Rest Haven Memorial Assoc 10% - 1st 5 years (September 2001) $ 471,002.18
4112 Xxxxxxxx & Xxxxxx ARM adjusts every 6 months (Cap 1%) $ 127,075.43
4121 Xxxxxxxx & Xxxxxx ARM adjusts every 6 months (Cap 1%) $ 103,966.58
4716 Xxxxxxx Xxxxxx ARM adjusts every 6 months (Cap 1%) $ 460,414.39
4727 Xxxx Xxxxxxx ARM adjusts every 3 months (Cap .5%) $ 197,000.31
4738 AAA Commercial Leasing ARM adjusts every 3 months (Cap .5%) $ 166,708.87
4794 Xxxxx Xxxxxxxx 10.35% $ 107,103.94
5032 Xxxxxx & Xxxxxxx ARM adjusts every 3 months (Cap .5%) $ 180,326.97
5043 Chan, Et Al ARM adjusts every 3 months (Cap .5%) $ 436,704.00
0000 Xxxxx & Xxxxxxxxxxx XXX adjusts every 3 months (Cap .5%) $ 341,114.92
5267 Xxxxxxx Center Inc. 9.75% $ 573,325.89
5285 Wu ARM adjusts every 5 Yrs (Cap 5%) $ 664,107.46
0000 Xxxxxxx XXX adjusts every 5 Yrs (Cap 5%) $ 222,036.17

5291 Parkway Properties ARM adjusts every 5 Yrs (Cap 5%) $ 440,479.43
5311 Xxxx ARM adjusts every 3 months (Cap .5%) $ 434,705.36
5313 Xxxxxx Family Trust ARM adjusts every 5 Yrs (Cap 5%) $ 401,641.03
5315 3620 Investors ARM adjusts every 3 months (Cap .5%) $ 453,196.22
5317 TSE ARM adjusts every 3 months (Cap .5%) $ 281,160.85
5323 Lembi LLC ARM adjusts every 5 Yrs (Cap 5%) $ 190,954.58
5327 Beta Rho Alumni Assoc 9.00% $ 947,421.50
6511 Xxxxxx Xxxxxxxx 10% $ 139,147.47
6801 Xxxxxxx Transfer 10.50% $ 129,793.96
7471 Xxxxx Light 10% $ 28,330.12
8762 Governor Hotel Assoc 9% $ 9,385,444.15
8851 Xxxxxx/Brams 10.25% $ 195,706.95
9241 Forum Investors 9.75% $ 1,900,996.07
0000 Xxxxxx Xxxx Xxxxxxx Prime + 5%, adjusted quarterly $ 137,923.56
9621 Crossings Aviation 12% $ 1,219,662.64

Subtotal RE Mortgages $ 22,900,193.88
29
OTHER

9842 Yellowstone Theatre 8.00% $ 3,227,124.18
7931 Governor Hotel 0% $ 6,285,866.90
2462 Astoria Metals/Xxxx Xxxxxx 8.25% $ 43,838.45

Subtotal Other $ 9,556,829.53
3

AUTO
3388 Xxxxxx Financial #7 Prime + 3% $ 4,921,780.45
3440 Beacon Financial #7 Prime + 3% $ 3,366,668.59
3745 Beacon Financial #5 Prime + 3% $ 3,375,116.02
4215 Beacon Financial #3 Prime + 3% $ 3,795,496.07
4618 Beacon Financial #4 Prime + 3% $ 10,559,003.15
5142 Beacon Financial #6 Prime + 3% $ 3,377,391.60
5208 Creditmart Prime + 3.75% $ 3,265,219.18
5273 Creditmart #2 Prime + 3.75% $ 539,871.46
5283 Creditmart #3 Prime + 3.75% $ 430,457.38
5299 Creditmart #4 Prime + 3.75% $ 554,521.79
5305 Creditmart #5 Prime + 3.75% $ 725,935.56
5307 Creditmart #6 Prime + 3.75% $ 898,800.93
5309 Creditmart #7 Prime + 3.75% $ 1,037,978.37
5325 Xxxxxx Financial #1 Prime + 3% $ 3,338,616.04
5329 Xxxxxx Financial #2 Prime + 3% $ 4,026,636.67
5335 Xxxxxx Financial #3 Prime + 3% $ 3,580,268.83
5337 Xxxxxx Financial #4 Prime + 3% $ 3,808,956.93
5339 Xxxxxx Financial #5 Prime + 3% $ 4,261,044.24
5347 Xxxxxx Financial #6 Prime + 3% $ 3,717,851.73
5351 Beacon Financial #1 Prime + 3% $ 11,931,262.39

Subtotal Other $ 71,512,877.38

TOTAL $183,023,629.26

SCHEDULE I

ERRATA TO SCHEDULE 1 TO OVERBID PURCHASE AGREEMENT BY AND
----------------------------------------------------------
BETWEEN MTGLQ INVESTORS, LP AND XXXXXX X. XXXXXX, RECEIVER FOR CAPITAL
----------------------------------------------------------------------
CONSULTANTS, LLC
----------------

Subsequent to the execution of the definitive Purchase and Sale Agreement By and
Between MTGLQ Investors, LP, a limited partnership, and Xxxxxx X. Xxxxxx,
Receiver for Capital Consultants, LLC, an Oregon limited liability company, et
al. dated October 31, 2001 ("Purchase Agreement"), it was discovered that the
following immaterial discrepancies exist between the loan balances as of
September 15, 2001 reflected in Schedule I to the Purchase Agreement and the
actual loan balances as of that date:

Real Estate Mortgages:
---------------------

(1) Loan No.: 4716
Borrower: Xxxxxxx Xxxxxx

Schedule I reflects that the ARM adjusts every six (6) months as
of September 15, 2001. In fact, the ARM adjusts every three (3)
months.

(2) Loan No.: 0000
Xxxxxxxx: Xxxxxxx Properties

Schedule I reflects a loan balance as of September 15, 2001 of
$440,479.43. In fact, the loan was paid off in August 2001. The
balance at date of payoff was $440,145.32.

(3) Loan No.: 6801
Borrower: Xxxxxxx Transfer

Schedule I reflects a loan balance as of September 15, 2001 of
$129,793.96. In fact, the loan was paid off in August 2001. The
balance at date of payoff was $127,152.93.

Private Debt
------------

(1) Loan No.: 5269
Borrower: Oregon Auto Center II

Schedule I reflects a loan balance as of September 15, 2001 of
$973,708.52. In fact, the loan balance as of that date was
$973,658.52.

ERRATA TO
SCHEDULE I

SCHEDULE II

BUYER SHALL ACQUIRE ALL OF SELLER'S, CCL'S OR INVESTORS' RIGHT, TITLE
AND INTEREST IN THE FOLLOWING ENTITIES, WHETHER SUCH INTEREST IS BY WAY
OF COMMON STOCK, PREFERRED STOCK, MEMBERSHIP INTEREST, PARTNERSHIP
INTEREST, WARRANT OR OTHERWISE:

1. A-FEM MEDICAL CORPORATION

2. EOH SALEM HOLDING LLC

3. EOH CORVALLIS HOLDING LLC

4. EOH PORTLAND HOLDING LLC

5. AMERICAN PHYSICIANS NETWORK

6. XXXXXXX.XXX INC.

7. EVI CORPORATION

8. EVI CORPORATION

9. EXPERT SYSTEMS PUBLISHING

10. PROFESSIONAL SPORTS & ENTERTAINMENT ASSOCIATION OF TENNESSEE, L.P.

SCHEDULE II

EXHIBIT A
---------

ALLONGE

This allonge is made with respect to the following described promissory
note:

Original
Principal
Amount: $

Dated:

Named
Payee(s):

Maker(s):

Pay to the order of __________________________, WITHOUT RECOURSE AND
WITHOUT REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, EXCEPT AS
SET FORTH (IF AT ALL) IN THE PURCHASE AND SALE AGREEMENT DATED
____________________, BETWEEN XXXXXX X. XXXXXX, RECEIVER OF CAPITAL CONSULTANTS,
LLC, AN OREGON LIMITED LIABILITY COMPANY IN THE CASES OF SECURITIES AND EXCHANGE
-----------------------
COMMISSION V. CAPITAL CONSULTANTS, LLC, ET. AL. (CASE NO. 00-1290-KI) AND XXXXXX
----------------------------------------------- ------
X. XXXX, SECRETARY OF DEPARTMENT OF LABOR V. CAPITAL CONSULTANTS, LLC, ET. AL.
------------------------------------------------------------------------------
(CASE NO. 00-1291-KI) PENDING IN THE UNITED STATES DISTRICT COURT, DISTRICT OF
OREGON, AS SELLER, AND MTGLQ INVESTORS, LP, AS BUYER.

Dated:____________________

CAPITAL CONSULTANTS, LLC,
an Oregon limited liability company

By:
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Receiver

EXHIBIT A

EXHIBIT B
---------

ASSIGNMENT
----------

Xxxxxx X. Xxxxxx, Receiver of Capital Consultants, LLC, an Oregon
limited liability company in the cases of Securities and Exchange Commission v.
-------------------------------------
Capital Consultants, LLC, et. al. (Case No. 00-1290-KI) and Xxxxxx X. Xxxx,
--------------------------------- ---------------
Secretary of Department of Labor v. Capital Consultants, LLC, et. al. (Case No.
---------------------------------------------------------------------
00-1291-KI) pending in the United States District Court, District of Oregon
("Assignor"), in consideration of Ten Dollars ($10.00) and other valuable
consideration (the receipt and sufficiency of which are acknowledged), hereby
sells, grants, assigns, transfers and conveys to MTLGQ Investors, LP
("Assignee"), all of Assignor's right, title and interest, if any (whether now
owned or hereafter acquired), in, to and under the following described
properties, rights and interests: (a) the Loans; (b) the Documents; (c) all of
Assignor's rights and privileges available under the Loans and the Documents on
and after the Closing Date; and (d) all amounts owing to Assignor as of the
Closing Date under the Loans and the Documents (regardless of whether such
amounts are then due or payable), including without limitation, all accrued and
unpaid interest, fees and costs. The capitalized terms used above have the
meanings set forth below:

"Closing Date" means _____________.
------------

"Loans" means collectively all of the loans and other
-----
indebtedness referred to in Schedule I.

"Documents" means with respect to each of the Loans: (1) all
---------
written contracts, agreements, instruments and documents relating to such Loan;
(2) all written security agreements, pledge agreements, financing statements,
mortgages, deeds of trust, assignments of leases and/or rents, and other
writings creating, evidencing or perfecting liens, security interests, pledges,
hypothecations or other encumbrances securing such Loan; (3) all written
guaranties of or indemnification agreements relating to such Loan; (4) all
certificates of title, insurance policies, stock certificates, certificates of
deposit, certificates of membership interests, certificates of partnership
interests and other agreements, instruments or documents securing such Loan; (5)
all other collateral in the possession of Assignor securing such Loan; (6) all
written disbursement and payment histories relating to such Loan; and (7) all
written amendments, assignments, extensions and reinstatements of and all
supplements to any of the items listed in (1) through (4) above.

This General Assignment is made WITHOUT RECOURSE AND WITHOUT
REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, EXCEPT AS SET
FORTH (IF AT ALL) IN THE PURCHASE AND SALE AGREEMENT DATED _____________ ___,
200_, BETWEEN XXXXXX X. XXXXXX, RECEIVER OF CAPITAL CONSULTANTS, LLC, AN OREGON
LIMITED LIABILITY COMPANY IN THE CASES OF SECURITIES AND EXCHANGE COMMISSION V.
-------------------------------------
CAPITAL CONSULTANTS, LLC, ET. AL. (CASE NO. 00-1290-KI) AND XXXXXX X. XXXX,
--------------------------------- ---------------
SECRETARY OF DEPARTMENT OF LABOR V. CAPITAL CONSULTANTS, LLC, ET. AL. (CASE NO.
---------------------------------------------------------------------
00-

EXHIBIT B

1291-KI) PENDING IN THE UNITED STATES DISTRICT COURT, DISTRICT OF OREGON, AS
SELLER, AND _________________________, AS BUYER.

IN WITNESS WHEREOF, Assignor has executed and delivered this General
Assignment.

Dated:____________________

CAPITAL CONSULTANTS, LLC,
an Oregon limited liability company

By:
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Receiver

EXHIBIT B

EXHIBIT C
---------

[TO BE MODIFIED AS NECESSARY BASED UPON
RECORDING REQUIREMENTS OF STATE WHERE
THE PROPERTY IS LOCATED]

RECORDING REQUESTED BY
AND PLEASE RETURN TO:

______________________
______________________
______________________
______________________

________________________________________________________________________________
This Space For Recording Office Use Only

ASSIGNMENT

Xxxxxx X. Xxxxxx, Receiver of Capital Consultants, LLC, an Oregon
limited liability company in the cases of Securities and Exchange Commission v.
-------------------------------------
Capital Consultants, LLC, et. al. (Case No. 00-1290-KI) and Xxxxxx X. Xxxx,
-------------------------------- ---------------
Secretary of Department of Labor v. Capital Consultants, LLC, et. al. (Case No.
--------------------------------------------------------------------
00-1291-KI) pending in the United States District Court, District of Oregon
("Assignor"), in consideration of Ten Dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby
sells, grants, assigns, transfers and conveys to ___________________
("Assignee"), with a mailing address at _____________________________________,
Attn: ________________________, all of Assignor's right, title and interest, if
any, now owned or hereafter acquired, in, to and under the following described
mortgage, deed of trust, collateral assignment, other encumbrance or
subordination agreement (as applicable):

[insert description of instrument, including recording information]

as amended, assigned and/or supplemented by the following described
instrument(s):

[insert description of instrument, including recording information]

To have and to hold unto Assignee, its successor and assigns forever.

This Assignment is made WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR
WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH (IF AT ALL) IN
THE PURCHASE AND SALE AGREEMENT DATED __________________, BETWEEN XXXXXX X.
XXXXXX, RECEIVER OF CAPITAL CONSULTANTS, LLC, AN OREGON LIMITED LIABILITY
COMPANY IN THE CASES OF SECURITIES AND EXCHANGE COMMISSION V. CAPITAL
---------------------------------------------
CONSULTANTS, LLC, ET. AL. (CASE NO. 00-1290-KI) AND XXXXXX X. XXXX, SECRETARY OF
------------------------ --------------------------------

EXHIBIT C

DEPARTMENT OF LABOR V. CAPITAL CONSULTANTS, LLC, ET. AL. (CASE NO. 00-1291-KI)
-------------------------------------------------------
PENDING IN THE UNITED STATES DISTRICT COURT, DISTRICT OF OREGON, AS SELLER, AND
_____________________________, AS BUYER.

IN WITNESS WHEREOF, Assignor has executed and delivered this
Assignment.

Dated _______________.

CAPITAL CONSULTANTS, LLC,
an Oregon limited liability company

Witness (if required): By:____________________________
Name: Xxxxxx X. Xxxxxx
___________________________ Title: Receiver

EXHIBIT C

STATE OF _______________ )
) ss.
COUNTY OF ______________ )

On ______________________, before me, ______________________, a Notary
Public in and for said state, personally appeared Xxxxxx X. Xxxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument, the person, or the entity upon behalf of
which the person acted, executed the instrument.

WITNESS my hand and official seal.

___________________________________
Notary Public in and for said State

(SEAL)

EXHIBIT C

EXHIBIT D

[letterhead of Seller]

[date]

[name and
address of debtor]

Re: Loan evidenced by a $__________ promissory note dated _________,
made payable to the order of ____________________ by
___________________, [and held by ______________________________.

Dear [name of debtor]:

___________________________, has transferred all of its right, title
and interest (if any) in and to the above referenced promissory note and all
collateral for this note to _____________________.

After your receipt of this notice, you should send all payments with
respect to this loan as follows:

_________________________

Any questions that you have should be addressed to [insert name,
address and telephone number of Buyer's contact person].

Sincerely yours,

[name]

[title]

EXHIBIT D

EXHIBIT E
---------

FORM OF SALE ORDER

EXHIBIT E

SCHEDULE OF ORIGINAL LOAN DOCUMENTS
PURSUANT TO SECTION 6.2(11) OF THAT
CERTAIN OVERBID PURCHASE CONTRACT
DATED JANUARY 24, 2002

Loan Name: Cascade General, Inc. - Loan No. 2512
------------------------------------------------
. Promissory Note dated 4/6/98 in the amount of $2,000,000.
(Supercedes and replaces the Note dated 3/25/97)
. Promissory Note dated 3/25/97 in the amount of $13,645,000.
(Amends and restates the Note dated 10/21/94)
. Promissory Note dated 10/21/94 in the amount of $8,645,000.
. Guaranty dated 10/21/94 by Ponderosa Acquisition Corporation
. Stock Pledge Agreement dated 10/21/94 by Ponderosa Acquisition
Corporation
. Collateral Escrow Deposit Agreement dated 10/21/94
. Invoice Confirmation Agreement dated 10/94 between Cascade General,
Inc., Capital and Xxxxxx and Xxxxx
. Line of Credit Partial Subordination Agreement dated 3/20/95
. Security Agreement and Collateral Assignment of Accounts Receivable
Contract Rights and Claims Proceeds dated 10/21/94
. Amended Security Agreement and Collateral Assignment of Contract Rights
and Claims Proceeds dated 4/6/98
. Amendment to Loan Documents (Cascade General 1998 Note) dated 8/15/01
. Fifth Loan Modification Agreement (Cascade General Insured Line of
Credit) dated 4/6/98
. Fourth Loan Modification Agreement dated 8/6/97
. Third Amendment to Loan Documents dated 3/25/97
. Second Loan Modification Agreement dated 8/16/95
. Loan Modification Agreement dated 3/20/95
. Loan Agreement Accounts Receivable Financing dated 10/21/94

Loan Name: Azumano Travel, Inc. and Pacific Gateway, Inc. - Loan No. 2551
-------------------------------------------------------------------------
. Promissory Note dated 12/23/94 in the amount of $1,200,000
. Loan Agreement dated 12/23/94
. Security Agreement and Stock Pledge dated 2/3/97 by Azumano Travel
Service, Inc. (formerly known as Azumano Travel, Inc.)
. Security Agreement and Stock Pledge dated 12/23/94 by Azumano Travel
Inc.
. Security Agreement and Stock Pledge dated 12/23/94 by Azumano Holding, Inc.
. Confirmation of Guarantee dated 8/31/98 by Xxx Xxxxxx
. Confirmation of Guarantee dated 3/13/98 by Xxx Xxxxxx
. Confirmation of Guarantee dated 8/16/97 by Xxx Xxxxxx

. Confirmation of Guarantee dated 2/3/97 by Xxx Xxxxxx

. Confirmation of Guaranty dated 3/15/95 by Xxx Xxxxxx

. Guarantee dated 12/23/94 by Xxx Xxxxxx

. Stock Certificate No. 1 for 100 shares of Pacific Gateway, Inc. and
assignment endorsed in blank dated 12/23/94

. Stock Certificate No. 15 for 333.33 shares of Azumano Travel Service, Inc.
and assignment endorsed in blank dated 2/3/97

. Stock Certificate No. 1 for 1,000 shares of Azumano Travel, Inc. and
assignment endorsed in blank dated 12/23/94

. Sixth Amendment to Loan Documents dated 8/31/98

. Fifth Amendment to Loan Documents dated 3/13/98

. Fourth Amendment to Loan Documents dated 8/16/97

. Third Amendment to Loan Documents dated 5/5/97

. Second Amendment to Loan Documents dated 2/3/97

. First Amendment to Loan Documents dated 3/15/95 (2)

Loan Name: Xxxxx X. Xxxxxxxx - Loan No. 3002
---------------------------------------------
. Promissory Note dated 9/29/95 in the amount of $1,050,000

. First Amendment to Loan Documents dated 3/25/97

. Second Amendment to Loan Documents dated 3/5/98

. Assignment and Security Agreement dated 9/29/95

Loan Name: Azumano Travel Service, Inc., Pacific Gateway, Inc., and Away Travel
--------------------------------------------------------------------------------
Service, Inc. - Loan No. 3092
-----------------------------
. Promissory Note dated 3/31/00 in the amount of $1,245,000 (amends and
restates Note dated 11/29/95)

. Promissory Note dated 11/29/95 in the amount of $400,000

. Loan and Security Agreement dated 3/31/00

. Confirmation of Amended and Restated Guaranty dated 10/30/01 by Xxx Xxxxxx
and Xxxx Xxxxxx

. Confirmation of Amended and Restated Guaranty dated 3/30/01 by Xxx Xxxxxx
and Xxxx Xxxxxx

. Amended and Restated Guaranty by Xxx Xxxxxx and Xxxx Xxxxxx dated 3/31/00

. Amended and Restated Guaranty by Xxx Xxxxxx dated 7/8/98

. Confirmation of Guarantee dated 2/3/97 by Xxx Xxxxxx

. Confirmation of Guarantee dated 10/8/96 by Xxx Xxxxxx

. Guarantee dated 11/29/95 by Xxx Xxxxxx

. Limited Power of Attorney dated 3/31/00

. Escrow Deposit Agreement dated 3/31/00

. Escrow Deposit Agreement dated 8/26/99

. Assignment of Certificate of Deposit dated 11/29/95

. Security Agreement, Assignment of Contract Rights and Receivables dated
11/29/95

. Notification Letter of Union Bank of CA dated 4/19/00

. CD (expired) from Bank of America

. First Amendment to Loan Documents dated 10/8/96

. Second Amendment to Loan Documents dated 2/3/97

. Third Amendment to Loan Documents dated 7/8/98

. Fourth Amendment to Loan Documents dated 3/30/01

. Fifth Amendment to Loan Documents dated 10/30/01

Loan Name: Rest-Haven Memorial Association - Loan No. 3561
-----------------------------------------------------------
. Promissory Note dated 7/31/96 in the amount of $500,000

. Guarantee dated 7/31/96 by Xxxxxxx M.B. Wiper, III and Xxxxxxx Wiper, Inc.

. Security Agreement dated 7/31/96

. Line of Credit Trust Deed and Security Agreement dated 7/31/96

Loan Name: Xxxxx X. Xxxxxxxx - Loan No. 3671
---------------------------------------------
. Demand Note dated 6/21/96 in the amount of $600,000

. Security Agreement dated 6/21/96

Loan Name: Xxxxxxx Center, Incorporated - Loan No. 5267
--------------------------------------------------------
. Promissory Note dated 8/13/98 in the amount of $610,000

. Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing
dated 8/13/98

. Environmental Indemnity dated 8/13/98

. Memorandum regarding Insurance dated 8/13/98

. Guaranty dated 8/13/98 by Xxx Xxxxxxxxxx, and Trustees of the Xxxxx X.
Xxxxxxxxxx Support Trust

. Loan Agreement dated 8/28/98

. Security Agreement dated 8/28/98

. Original Title Policy dated 8/14/98

Loan Name: Xxxx Xxxxxx - Loan No. 8915
---------------------------------------
. Promissory Note dated 11/20 98 in the amount of $100,000

Loan Name: Xxxxxxxx Xxxxxxxxxx and Xxxxxxx Trusts, Inc. - Loan No. 8916
------------------------------------------------------------------------
. Promissory Note dated 11/24/98 in the amount of $675,000

. Notes Promissory Note dated 10/6/98 in the amount of $1,000,000 between
Xxxxxx X. Xxxxxx ("Borrower") and Xxxxxxxx X. Xxxxxxxxxx ("Lender")

. Guaranty Notes Promissory Note ($1M) from Weston Holding Co., L.L.C. in
favor of Xxxxxxxx Xxxxxxxxxx

. Security Agreement: General Pledge dated 11/24/98

. Settlement Agreement dated 11/24/98

CREDITMART - MASTER LOAN DOCUMENTS
----------------------------------
. Pledge and Security Agreement dated 5/15/98

. Servicing Agreement dated 5/15/98

. Purchase Agreement dated 5/15/98

. Master Loan and Security Agreement dated 5/15/98

. Custodian Agreement with Bank One Trust dated 6/19/98

. Letter Amendment to Custodian Agreement with Bank Trust

. Custodian Agreement with Xxxxxxxx Bank dated 5/15/98

. Stock Power (Assignment separate from Certificate) dated 5/15/98 signed by
Kenye Echtenthal

. Stock Power (Assignment separate from Certificate) dated 5/15/98 signed by
Xxxxxx X. Xxxxx

. Stock Power (Assignment separate from Certificate) dated 5/15/98 signed by
Xxxx Xxxx

. Stock Power (Assignment separate from Certificate) dated 5/15/98 signed by
Xxxxxxx X. Xxxxxxx

. Stock Certificate No. 7 for 25 shares of Florida Auto Finance Corp.

. Stock Certificate No. 8 for 6.25 shares of Florida Auto Finance Corp

. Stock Certificate No. 4 for 12 1/2shares of Florida Auto Finance Corp

. Stock Certificate No. 9 for 6.25 shares of Florida Auto Finance Corp

Loan Name: Creditmart, Inc. - Loan No. 5208
-------------------------------------------
. Promissory Note dated 5/15/98 in the amount of $8,591,000

. Guaranty dated 5/15/98 by Xxxxxx X. Xxxxx, Xxxx Xxxx, Xxxxx Echtenthal and
Xxxxxxx X. Xxxxxxx

. Seller's Certificate dated 5/15/98

. Borrower's Certificate dated 5/15/98

. Escrow Deposit Agreement dated 7/26/99

. Assignment dated 5/15/98

Loan Name: Creditmart, Inc. - Loan No. 5273
-------------------------------------------
. Promissory Note dated 9/30/98 in the amount of $1,412,000

. Confirmation of Guaranty and Stock Pledge dated 9/30/98

. Security Agreement dated 9/30/98

. Assignment dated 9/28/98

. Borrower's Certificate dated 9/28/98

. Seller's Certificate dated 9/28/98

Loan Name: Creditmart, Inc. - Loan No. 5283
-------------------------------------------

. Promissory Note dated 11/5/98 in the amount of $876,000

. Confirmation of Guaranty and Stock Pledge dated 11/5/98

. Security Agreement dated 11/5/98

. Assignment dated 11/4/98

. Borrower's Certificate dated 11/5/98

Loan Name: Creditmart, Inc. - Loan No. 5299
-------------------------------------------

. Promissory Note dated 12/2/98 in the amount of $1,550,000

. Confirmation of Guaranty and Stock Pledge dated 12/2/98

. Security Agreement dated 12/2/98

. Assignment dated 12/1/98

. Borrower's Certificate dated 12/2/98

. Seller's Certificate dated 12/2/98

Loan Name: Creditmart, Inc. - Loan No. 5305
-------------------------------------------

. Promissory Note dated 1/13/99 in the amount of $1,419,000

. Confirmation of Guaranty and Stock Pledge dated 1/13/99

. Security Agreement dated 1/13/99

. Assignment dated 1/13/99

. Seller's Certificate dated 1/13/99

Loan Name: Creditmart, Inc. - Loan No. 5307
-------------------------------------------

. Promissory Note dated 2/15/99 in the amount of $1,626,000

. Confirmation of Guaranty and Stock Pledge dated 2/15/99

. Security Agreement dated 2/15/99

. Assignment dated 2/15/99

. Seller's Certificate dated 2/15/99

. Borrower's Certificate dated 2/15/99

Loan Name: Creditmart, Inc. - Loan No. 5309
-------------------------------------------

. Promissory Note dated 3/22/99 in the amount of $1,772,000

. Confirmation of Guaranty and Stock Pledge dated 3/22/99

. Security Agreement dated 3/22/99

. Assignment dated 3/22/99

. Seller's Certificate dated 3/22/99

. Borrower's Certificate dated 3/22/99

Loan Name: Oregon Auto Center, Inc. - Loan #4802
-------------------------------------------------

. Secured Promissory Note dated August 1, 1997 in the amount of $2,000,000

. First Amendment to Loan Documents dated June 18, 1999

. Loan and Security Agreement dated August 1, 1997

. Escrow deposit Agreement (Cash Collateral Account) dated June 6, 2000

. Escrow deposit Agreement dated August 1, 1997

. Lockbox Agreement dated June 8, 1999

. Lockbox Agreement dated August 1, 1997

. First Amendment to Lockbox Agreement and Escrow deposit Agreement dated
April 9, 1998

. Amended and Restated Guaranty dated 8/1/00 by Xxxx Xxxxxxxxx, Xxxxxxxx
Lankaranifard, Ali Mehkikhan, Xxxxx Xxx Xxxxxxxxx, Xxxxx X. Xxxxxxxxxxxx,
Xxxxx Xxxxxxxxxxxx, Oregon Auto Center II, Inc. and ASR L.L.C.

. Guaranty dated June 18, 1999 by Oregon Auto Center II, Inc. and ASR L.L.C.

. Confirmation of Guaranty dated June 18, 1999 by Ali Xxxxxxxxx, Xxxx
Xxxxxxxxx xxx Xxxxx Xxxxxxxxxxxx

. Xxxxxxxx dated August 1, 1997 by Xxx X. Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxx Lankaranifard

. Limited Power of Attorney dated August 1, 1997

. Stock Power (Assignment Separate from Certificate) dated June 18, 1999
signed by Xxxxx X. Xxxxxxxxxxxx

. Stock Certificate #10 for 25,000 shares of Oregon Auto Center, Inc.

. Stock Power (Assignment Separate from Certificate) dated June 18, 1999
signed by Xxxx Xxxxxxxxx

. Stock Certificate #9 for 25,000 shares of Oregon Auto Center, Inc.

. Stock Power (Assignment Separate from Certificate) dated June 18, 1999
signed by Xxx Xxxxxxxxx

. Stock Certificate #8 for 50,000 share of Oregon Auto Center, Inc

. Pledge and Security Agreement dated June 18, 1999

Loan Name - Oregon Auto Center II, Inc. - Loan #5269
-----------------------------------------------------

Promissory Note dated August 28, 1998 in the amount of $1,000,000

. Stock Power(Assignment Separate from Certificate) dated August 28, 1998
signed by Xxxxx X. Xxxxxxxxxxxx

. Stock Certificate #2 for 2,250 shares of Oregon Auto Center II, Inc.

. Stock Power (Assignment Separate from Certificate) dated August 28, 1998
signed by Xxxx Xxxxxxxxx

. Stock Certificate #3 for 2,250 shares of Oregon Auto Center II, Inc.

. Stock Power (Assignment Separate from Certificate) dated August 28, 1998
signed by Xxx Xxxxxxxxx

. Stock Certificate #1 for 4,500 share of Oregon Auto Center II, Inc

. Stock Power (Assignment Separate from Certificate) dated August 28, 1998
signed by Xxxxxx Xxxxxxx

. Stock Certificate #4 for 1,000 share of Oregon Auto Center II, Inc

. Guaranty dated August 28, 1998 by Ali Mehkikhan, Xxxxxxxxxx Lankaranifard,
Xxxxx X. Xxxxxxxxxxxx, Xxxxxx Xxxxxxx and Oregon Auto Center, Inc.

. Pledge and Security Agreement dated August 28, 1998

. Loan Agreement dated August 28, 1998

Loan Name - Xxxxxx Gourmet Foods, Inc. - Loan #5098
---------------------------------------------------

. Amended and Restated Promissory Note dated September 29, 1999 in the amount
of $200,000 (amends and restates Note dated 12/30/97)

. Promissory Note dated December 30, 1997 for $200,000

. Share Certificate Transfer Endorsement (Assignment Separate from
Certificate) dated September 29, 1999 signed by Xxxxxx Xxxxxx

. Stock Certificate #2 for 100 share of Xxxxxx Gourmet Foods, Inc

. Warrant to Purchase Common Stock (No. 2) dated September 29, 1999

. Warrant to Purchase Common Stock (No. 1) dated December 30, 1997

. First Amendment to Loan Documents dated September 29, 1999

. Put Agreement dated September 29, 1999

. Employment Agreement for Xxxxxx X. Xxxxxx dated September 29, 1999

. Stock Pledge Agreement dated December 30, 1997

. Guarantee dated December 30, 1997 by Xxxxxx X. Xxxxxx

. Registration Rights Agreement dated December 30, 1997

. Security Agreement dated December 30, 1997

. Loan Agreement dated December 30, 1997

. Stockholders Affidavit of Lost Certificate by Xxxxxx X. Xxxxxx.

. Consent Resolutions of Sole shareholder and Director of Xxxxxx Mineral
Properties Inc., by Xxxxxx X. Xxxxxx dated 12/30/97.

Loan Name - A & G Precision Parts - Loan #5265
----------------------------------------------

. Promissory Note dated August 17, 1998 in the amount of $4,120,000

. Loan Agreement dated Xxxxxx 00, 0000

. Xxxxxxxx Agreement dated August 14, 1998

. Assignment of Purchase Agreement dated August 17, 1998

. Assignment and Security Agreement dated August 17, 1998

. Security Agreement dated Xxxxxx 00, 0000

. Xxxxxxxx dated August 17, 1998 by Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xx.,
Xxxx X. Xxxxxx, Xxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx

. Escrow Deposit Agreement dated August 31, 1999

. Consent and Acknowledgment dated 8/14/98

. Share Certificate Transfer Endorsement (Assignment separate from
Certificate) dated August 14, 1998 signed by Xxxx X. Xxxxxxxx

. Stock certificate #001 for 2,000 shares of The Xxxx X. Xxxxxxxx Company,
LLC.

. Share Certificate Transfer Endorsement (Assignment separate from
Certificate) dated August 15, 1998 signed by Xxxx X. Xxxxxx

. Stock certificate #002 for 2,000 shares of The Xxxx X. Xxxxxxxx Company,
LLC.

. Share Certificate Transfer Endorsement (Assignment separate from
Certificate) dated August 18, 1998 signed by Xxxx X. Xxxxxxx

. Stock certificate #003 for 2,000 shares of The Xxxx X. Xxxxxxxx Company,
LLC.

. Share Certificate Transfer Endorsement (Assignment separate from
Certificate) dated August 15, 1998 signed by Xxxxxx X. Xxxxx Xx.

. Stock certificate #004 for 2,000 shares of The Xxxx X. Xxxxxxxx Company,
LLC.

. Share Certificate Transfer Endorsement (Assignment separate from
Certificate) dated August 15, 1998 signed by Xxxxxx X. Xxxxxx

. Stock certificate #005 for 2,000 shares of The Xxxx X. Xxxxxxxx Company,
LLC.

Loan Name: Broken Top Associates, L.L.C. - Loan No. 4072
--------------------------------------------------------

. Promissory Note dated 7/1/97 in the amount of $5,500,000.00.

. Guaranty dated 7/1/97 by Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx
Holding Company, L.L.C., and HGW, Inc.

. Loan Agreement dated 7/1/97

. Pledge And Assignment For Security dated 7/1/97

. BTC and BTD Assignment and Security Agreement dated 7/1/97

. BTA Assignment and Security Agreement dated 7/1/97

. Assignment of Purchase Agreement dated 7/1/97

Loan Name: Xxxxx Xxxxxxxx - Loan No. 4794
-----------------------------------------

. Promissory Note dated 7/11/97 in the amount of $2,400,000.00.

Loan Name: Pacific States Health & Welfare Trust (formerly known as Teamsters
-----------------------------------------------------------------------------
Misc Employees Health & Welfare Trust Fund) - Loan No. 4831
-----------------------------------------------------------

. Promissory Note dated 8/29/97 in the amount of $1,765,000.00.

. First Amendment to Loan Documents dated 3/30/98

. Second Amendment to Loan Document dated 12/17/98

. Escrow Deposit Agreement dated 2/2/00

. Loan and Security Agreement dated 8/29/97

. Collection Escrow Agreement

Loan Name: Xxxxxx Xxxxxx/Xxxxx Xxxxxxxx - Loan No. 5173
-------------------------------------------------------
. Promissory Note dated 2/19/98 in the amount of $1,200,000.00.

. First Amendment to Loan Agreement dated 2/19/98

. Loan Agreement dated 1/29/98

. Certificate of Borrowers dated 2/19/98

Loan Name: Beta Rho Alumni Association - Loan No. 5327
------------------------------------------------------
. Promissory Note dated 7/16/99 in the amount of $848,716.00.

. Loan Modification Agreement dated 10/28/99

. Modification of Deed of Trust dated 10/28/99

. Commercial Deed of Trust and Security Agreement with Assignment of Rents
and Fixture Filing dated 7/16/99

. Subordination Agreement dated 7/16/99

. Environmental Agreement dated 7/16/99

. Assignment of Plans and Specifications dated 7/16/98

. Assignment of Construction Contract dated 7/16/99

. Assignment of Permits, Licenses, and Approvals dated 7/16/99

. Construction Loan Agreement dated 7/16/99

. Policy of Title Insurance dated 7/16/99

Loan Name: Yellowstone Theatre and Film Venture- Loan No. 9842
--------------------------------------------------------------
. Promissory Note dated 7/30/93 in the amount of $3,665,000.00.

. Deed of Trust and Security Agreement dated 7/30/93

. Hazardous Substance Indemnity dated 7/30/93

. Guaranty dated 7/30/93 by Xxxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxxx III

. Security Agreement, Assignment of Contract Rights and Receivables dated
7/30/93

. Assignment of Contracts dated 7/30/93

. Assignment of Engineer's Agreement dated 7/30/93

. Assignment of Construction Contract dated 7/30/93

. Assignment of Architect's Agreement and Plans dated 7/30/93

. Loan Agreement dated 7/30/93

. License Agreement dated 7/30/93

. Two (2) Side Letter Agreements dated 8/11/93

. Title Policy

Loan Name: Forest Park Estate - Loan No. 9284
-----------------------------------------------

. Promissory Note dated 3/13/92 in the amount of $1,100,000

. Confirmation of Guaranty dated 9/25/98 by Xxxxx X. Xxxxxxxx and HGW,
Inc

. Confirmation of Guaranty dated 4/11/96 by Xxxxx X. Xxxxxxxx and HGW,
Inc.

. Confirmation of Guaranty dated 2/28/95 by Xxxxx X. Xxxxxxxx

. Guarantee dated 3/13/92 by Xxxxx X. Xxxxxxxx and HGW, Inc. (2)

. Environmental Indemnity dated 6/7/95

. First Amendment to Loan Documents dated 2/28/95

. Second Amendment to Loan Documents dated 4/11/96

. Third Amendment to Loan Documents dated 9/25/98

. Second Amendment to Deed of Trust and Security Agreement dated 9/25/98

. Deed of Trust and Security Agreement dated 6/7/95

. Assignment for Security dated 3/13/92 (2)

. Title Policy

Loan Name: Xxxxx Light - Loan No. 7471
---------------------------------------

. Promissory Note dated 10/8/87 in the amount of $220,000

. First Amendment to Promissory Note dated 5/1/91 (2)

. Confirmation of Guaranty dated 3/29/96 by Xxxx X. and Xxxxxx X. XxXxxx

. Assumption Agreement dated 9/7/95

. Assignment, Assumption and Consent dated 5/1/91

. Guarantee dated 5/1/91 by Xxxx X. and Xxxxxx X. XxXxxx

. First Amendment to Commercial Deed of Trust dated 5/1/91

. Commercial Deed of Trust and Security Agreement dated 10/8/87

. Title Policy

Loan Name: Watershed Holdings, Inc. - Loan No. 3961
----------------------------------------------------

. Second Amended and Restated Promissory Note dated 9/8/98 in the amount
of $4,500,000

. Shareholder Guaranty dated 9/7/98 by Xxxxxxx X. Xxxxxxxx

. Shareholder Guaranty dated 9/8/98 by Xxxxxx X. Xxxxxx

. Shareholder Guaranty dated 9/8/98 by Xxxxx X. Xxxxxxxx

. Perix Industries Warrant to Purchase Common Stock dated 9/8/98

. Perix Pledge and Assignment Agreement dated 9/8/98

. Watershed Pledge and Assignment Agreement dated 9/8/98

. Subsidiary Security Agreement dated 9/8/98 (Stealth)

. Subsidiary Security Agreement dated 9/8/98 (Park)

. Security Agreement dated 9/8/98

. Subsidiary Guaranty dated 9/8/98 by Stealth Industries, Inc.

. Subsidiary Guaranty dated 9/8/98 by Park Environmental Corp.

. Stock Assignment separate from Certificate dated 9/7/98 by Xxxxxxx X.
Xxxxxxxx

. Stock Assignment separate from Certificate dated 9/8/98 by Watershed
Holdings, Inc.

. Stock Certificate No. 6 for 100,000 shares of Park Environmental
Corporation

. Stock Certificate No. 7 for 5,500 shares of Park Environmental Corporation

. Stock Certificate No. 8 for 5,500 shares of Park Environmental Corporation

. Stock Assignment separate from Certificate dated 9/8/98 by Watershed
Holdings Inc.

. Stock Certificate No. 4 for 100,000 shares of Stealth Industries, Inc.

. Stock Certificate No. 5 for 5,500 shares of Stealth Industries, Inc.

. Stock Certificate No. 6 for 5,500 shares of Stealth Industries, Inc.

. Stock Assignment separate from Certificate dated 9/8/98 by Perix Industries

. Stock Certificate No. 20 for 1,000 shares of Watershed Holdings, Inc.

. Stock Assignment separate from Certificate by Xxxxxx X. Xxxxxx

. Stock Certificate No. 265 for 400,000 shares of Perix Industries

. Stock Assignment separate from Certificate by Xxxxx X. Xxxxxxxx

. Stock Certificate No. 266 for 400,000 shares of Perix Industries

. Shareholder Pledge and Assignment Agreement dated 9/8/98 - Xxxxxx

. Shareholder Pledge and Assignment Agreement dated 9/8/98 - Xxxxxxxx

. Shareholder Pledge and Assignment Agreement dated 9/8/98 - Gallarda

. Registration Rights Agreement dated 9/8/98

. Amended and Restated Loan Agreement dated 9/8/98

. Sierra Laboratories, Inc. Guaranty dated 12/16/96

. Guaranty - Xxxx Xxxx dated 12/13/96

. Guaranty - Xxxxxxx Xxxxxxx Xxxxxxx dated 11/15/96

. Pledge of Shares - Watershed Holdings, Inc. dated 12/16/96

. Pledge of Shares - Xxxx X. Xxxx dated 12/96

. Pledge of Shares of Watershed - Perix Industries dated 9/8/98

. Warrant Agreement - 10% of Company dated 12/20/96

Note: File also contains the original documents, which were replaced by these
documents

Loan Name: Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx - Loan No.
-----------------------------------------------------------------------------
3962
----

. Note and Voting Agreement dated 9/8/98

. Irrevocable Proxy dated 9/8/98 by Xxxxxx X. Xxxxxx

. Irrevocable Proxy dated 9/8/98 by Xxxxx X. Xxxxxxxx

. Irrevocable Proxy dated 9/8/98 by Xxxxxxx X. Xxxxxxxx

Loan Name: Astoria Metal Corporation/Xxxxxxx X. Xxxxxx - Loan No. 2462
----------------------------------------------------------------------

. Amended Promissory Note dated 5/7/97 in the amount of $100,000

. Second Loan Modification Agreement dated 5/7/97

. Settlement Agreement and Mutual Release dated 4/23/97

. Subordination Agreement dated 4/30/97

. Subordination Agreement dated 2/11/97

. Amended Security Agreement dated 5/7/97

. Assignment from CCL to 000 XX Xxxxxxx dated 4/25/00 (CCL's collection
entity)

Loan Name: Xxxxxx Financial LLC - MASTER LOAN DOCUMENTS
--------------------------------------------------------

. Master Loan and Security Agreement dated 6/4/99

. Guaranty dated 6/4/99 by Xxxxxx X. Xxxxx, Xxxx Xxxx, Xxxxx Echtenthal and
Xxxxxxx X. Xxxxxxx

. Amended and Restated Custodian Agreement dated 9/30/99

. Escrow Deposit Agreement dated 7/99

. Assignment and Security Agreement dated 6/4/99

. Unit Certificate Transfer Endorsement (Assignment separate from
Certificate) dated 6/4/99 by Xxxxx Xxxxxx

. Unit Certificate Transfer Endorsement (Assignment separate from
Certificate) dated 6/4/99 by Xxxxxx Xxxxx

. Unit Certificate Transfer Endorsement (Assignment separate from
Certificate) dated 6/4/99 by Xxxxxxx X. Xxxxxxx

. Unit Certificate Transfer Endorsement (Assignment separate from
Certificate) dated 6/4/99 by Kenye Echtenthal

. Unit Certificate Transfer Endorsement (Assignment separate from
Certificate) dated 6/4/99 by Xxxx Xxxx

. Certificate No. 101 for 470 units of Xxxxxx Financial LLC

. Certificate No. 102 for 240 units of Xxxxxx Financial LLC

. Certificate No. 103 for 120 units of Xxxxxx Financial LLC

. Certificate No. 104 for 120 units of Xxxxxx Financial LLC

. Certificate No. 105 for 50 units of Xxxxxx Financial LLC

. Escrow Deposit Agreement dated 6/4/99

. Custodian Agreement with Bank One Trust Company dated 6/4/99

. Servicing Agreement (Furniture Financing Purchasing Agreement) dated 6/4/99

. Purchase Agreement (Furniture Financing Purchasing Agreement) dated 6/4/99

. Servicing Agreement (Motor Vehicle Financing Purchasing Agreement) dated
6/4/99

. Purchase Agreement (Motor Vehicle Financing Purchasing Agreement) dated
6/4/99

. Membership Certificate No. 001 for 600,000 units of Oxbow Capital 1999 Fund
B, LLC dated 7/30/99

. Membership Certificate No. 002 for 526,800 units of Oxbow Capital 1999 Fund
B, LLC dated 8/10/99

. Membership Certificate No. 003 for 73,200 units of Oxbow Capital 1999 Fund
B, LLC dated 8/25/99

. Membership Certificate No. 004 for 600,000 units of Oxbow Capital 1999 Fund
B, LLC dated 9/10/99

. Membership Certificate No. 005 for 600,000 units of Oxbow Capital 1999 Fund
B, LLC dated 10/6/99

. Membership Certificate No. 006 for 755,700 units of Oxbow Capital 1999 Fund
B, LLC dated 11/8/99

. Membership Certificate No. 007 for 800,000 units of Oxbow Capital 1999 Fund
B, LLC dated 12/2/99

. Membership Certificate No. 008 for 150,000 units of Oxbow Capital 1999 Fund
B, LLC dated 1/6/00

Loan Name: Xxxxxx Financial LLC - Loan No. 5325
------------------------------------------------

. Promissory Note dated 6/4/99 in the amount of $4,390,000

. Assignment (Motor Vehicle Financing Purchasing Agreement) dated 6/4/99

. Assignment (Furniture Financing Purchasing Agreement) dated 6/4/99

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
6/4/99

. Seller's Certificate (Furniture Financing Purchasing Agreement) dated 6/99

Loan Name: Xxxxxx Financial LLC - Loan No. 5329
------------------------------------------------

. Promissory Note dated 7/6/99 in the amount of $5,550,000

. Security Agreement dated 7/6/99

. Confirmation of Guaranty and Assignment dated 7/6/99

. Assignment of Put and Call Agreement and Security Agreement dated 7/7/99

. Consent and Acknowledgment dated [7/99]

. Assignment (Motor Vehicle Financing Purchasing Agreement) dated 7/6/99

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
7/6/99

. Borrower's Certificate dated 7/6/99

Loan Name: Xxxxxx Financial LLC - Loan No. 5335
------------------------------------------------

. Promissory Note dated 8/5/99 in the amount of $4,753,000

. Security Agreement dated 8/5/99

. Confirmation of Guaranty and Assignment dated 8/5/99

. Amended and Restated Assignment of Put and Call Agreement and Security
Agreement dated 8/9/99

. Consent and Acknowledgment dated 8/9/99

. Assignment (Motor Vehicle Financing Purchasing Agreement) dated 8/5/99

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
8/5/99

. Borrower's Certificate dated 8/5/99

Loan Name: Xxxxxx Financial LLC - Loan No. 5337
------------------------------------------------
. Promissory Note dated 9/3/99 in the amount of $5,569,000

. Security Agreement dated 9/3/99

. Confirmation of Guaranty and Assignment dated 9/3/99

. Confirmation of Assignment of Put and Call Agreement and Security Agreement
dated 9/3/99

. Assignment (Motor Vehicle Financing Purchasing Agreement) dated 9/3/99

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
9/3/99

. Borrower's Certificate dated 9/3/99

Loan Name: Xxxxxx Financial LLC - Loan No. 5339
------------------------------------------------
. Promissory Note dated 10/1/99 in the amount of $6,066,000

. Security Agreement dated 10/1/99

. Confirmation of Guaranty and Assignment dated 10/1/99

. Confirmation of Amended and Restated Assignment of Put and Call Agreement
and Security Agreement dated 10/1/99

. Consent and Acknowledgment dated 10/1/99

. Consent and Acknowledgement dated [10/99]

. Assignment (Motor Vehicle Financing Purchasing Agreement) dated 10/1/99

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
10/1/99

. Borrower's Certificate dated 10/1/99

Loan Name: Xxxxxx Financial LLC - Loan No. 5347
------------------------------------------------
. Promissory Note dated 11/2/99 in the amount of $5,038,000

. Security Agreement dated 11/2/99

. Confirmation of Guaranty and Assignment dated 11/2/99

. Confirmation of Amended and Restated Assignment of Put and Call Agreement
and Security Agreement dated 11/2/99

. Assignment (Motor Vehicle Financing Purchasing Agreement) dated 11/2/99

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
11/2/99

. Borrower's Certificate dated 11/2/99

Loan Name: Xxxxxx Financial LLC - Loan No. 3388
------------------------------------------------
. Promissory Note dated 12/3/99 in the amount of $6,732,000

. Security Agreement dated 12/3/99

. Confirmation of Guaranty and Assignment dated 12/3/99

. Confirmation of Amended and Restated Assignment of Put and Call Agreement
and Security Agreement dated 12/1/99

. Consent and Acknowledgment dated 12/1/99

. Assignment (Motor Vehicle Financing Purchasing Agreement) dated 12/3/99

. Borrower's Certificate dated 12/3/99

. Second Amendment to Put and Call Agreement dated 12/1/99

. Third Amendment to Put and Call Agreement dated 12/21/99

. Confirmation of Amended and Restated Assignment of Put and Call Agreement
and Security Agreement dated 12/21/99

. Consent and Acknowledgement dated 12/21/99

Loan Name - Calafate Cayman Holdings, Inc - Loan #5321
------------------------------------------------------
. Amended and Restated Promissory Note effective as of May 5, 1999 in the
amount of $6,350,000

. Amended and Restated Loan Agreement effective as of May 5, 1999

. Amended and Restated Guaranty effective as of May 5, 1999 by Foxglove,
L.L.C., Trillium Corporation, Xxxxx X. and Xxx X. Xxxx and Calafate
Forestal Limitada

. Amended and Restated Assignment and Security Agreement effective May 5,
1999

. Amended and Restated Consent and Acknowledgement effective May 5, 1999

. Restated and Amended Lumber Purchase Agreement and Put Option dated May 5,
1999

. Amended and Restated Assignment of Lumber Purchase Agreement and Put Option
effective 5/5/99

. Amended and Restated Escrow Deposit Agreement effective May 5, 1999

. Assignment Separate from Certificate by Trillium Corporation

. Stock Certificate No. 001 for two (2) shares of Trillium Cayman Holdings
(Brazil)

. Borrower's Certificate dated 5/5/99

. Amended and Restated Escrow Deposit Agreement (Cash Collateral Account)
effective 5/5/99

. Escrow Deposit Agreement (Cash Collateral Account) dated October 18, 1999

. Assignment of Contract dated 5/3/99

. Assignment of Timber Sale Agreement dated May 5, 1999

. Guaranty - Trillium Corp., Xxxxx X. Xxxx, Xxx X. Xxxx dated 5/5/99

. Guaranty - Foxglove LLC for Calafate Forestral Limitada dated 5/5/99

. Lumber Purchase Contract and Put Option with Foxglove LLC and Calafate
Forestral Limitada
Note: The file contains the original documents that were amended by the above
documents

Loan Name - Washington Alder - Loan #5251
-----------------------------------------
. Promissory Note dated June 25, 1998 in the amount of $10,000,000

. First Amendment to Loan Documents dated June 7, 1999

. Loan Agreement dated June 25, 1998

. Guaranty dated October 23, 1998 with Susquehanna LLC

. Guaranty dated 6/25/97

. Confirmation of Guaranty dated June 4, 1999 executed by Susquehanna LLC

. Confirmation of Guaranty dated June 4, 1999 executed by Digger Mountain
Forestry LLC, Dunes LLC, Lake Forest LLC, Xxxxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxx and Xxxxx X. Xxxxxxxx and acknowledged by Xxxxx X. Xxxxxxxxx

. Leasehold Deed of Trust, Security Agreement, Assignment of Rents and
Fixture Filing dated June 25, 1998

. First Amendment to Leasehold Deed of Trust, Security Agreement, Assignment
of Rents and Fixture Filing dated June 7, 1999

. Security Agreement dated June 25, 1998

. Assignment and Security Agreement dated June 25, 1998

. Escrow Deposit Agreement (Cash Collateral Account) dated August 20, 1999

. Consent to Leasehold Deed of Trust dated 6/25/98

. Consent to Amendment to Leasehold Deed of Trust dated 6/10/99

. Subordination Agreement dated June 25, 1998

. First Amendment to Subordination Agreement dated June 7, 1999

. Consent and Acknowledgement dated June 25, 1998

. Assignment and Security Agreement dated October 23, 1998

. Escrow Deposit Agreement dated June 8, 1999

. Lockbox Agreement dated June 8, 1999

. Assignment of Purchase Agreement dated June 25, 1998

. Purchase Agreement dated June 25, 1998

. Amendment to Washington Alder LLC Lumber Supply and Sales Agreement dated
June 30, 1999

. Assignment of Lumber Supply and Sales Agreement dated June 7, 1999

. Assignment of Lumber Supply and Sales Agreement dated October 29, 19999

. Share Certificate Transfer Endorsement (Assignment separate from
certificate) dated June 25, 1998 by Xxxxxxx X. Xxxxxx

. Certificate No. 1 for 100,000 shares of Washington Alder LLC

. Share Certificate Transfer Endorsement (Assignment separate from Certificate)
dated October 23, 1998 signed by Susquehanna LLC

. Certificate No. 11 for 97,733 shares of Washington Alder LLC

. Share Certificate Transfer Endorsement (Assignment separate from Certificate)
dated June 24, 1998 executed by Xxxxx X. Xxxxxxx

. Certificate No 2 for 100,000 shares of Washington Alder LLC

. Share Certificate Transfer Endorsement (Assignment separate from certificate)
dated June 24, 1998 executed by Xxxxxxx X. Persons

. Certificate No. 3 for 100,000 shares of Washington Alder LLC.

. Share Certificate Transfer Endorsement (Assignment separate from certificate)
dated June 25, 1998 executed by Xxxxxxx X. Xxxxxxx for Digger Mountain
Forestry LLC

. Certificate No. 5 for 162,892 shares of Washington Alder LLC

. Share Certificate Transfer Endorsement (Assignment separate from certificate)
dated June 25, 1998 executed by Xxxxxxx X. Xxxx

. Certificate No 6 for 130,309 shares of Washington Alder LLC

. Share Certificate Transfer Endorsement (Assignment separate from certificate)
dated June 25, 1998 executed by Dunes, LLC

. Certificate No 7 for 130,309 shares of Washington Alder LLC

. Share Certificate Transfer Endorsement (Assignment separate from certificate)
dated June 25, 1998 executed by LakeForest, LLC

. Certificate No 8 for 97,733 shares of Washington Alder LLC

. Share Certificate Transfer Endorsement (Assignment separate from certificate)
dated June 25, 1998 executed by Xxxxx X. Xxxxxxxx

. Certificate No. 10 for 28,593 shares of Washington Alder LLC

. Various spousal consents

. Intercreditor Agreement dated 10/26/98

. Title Policy

Loan Name - Xxxxxx/Xxxxx/Xxxxx - Loan No. 8851
----------------------------------------------
. Promissory Note dated April 15, 1991 in the amount of $1,012,500

. Trust Deed dated August 30, 1996

. Trust Deed dated 9/30/99

. Guarantee - dated April 15, 1991 with Xxxxxxx X. Xxxxxx

. Guarantee - dated April 15, 1991 with Xxxx X. Xxxxx

. Guarantee - dated April 15, 1991 with Xxxxxx X. Xxxxxx

. Guarantee - dated April 15, 1991 with Xxxxx X. Xxxx, M.D.

. Title Policies (2)

Loan Name: Beacon Financial - MASTER LOAN DOCUMENTS
----------------------------------------------------

. Guaranty dated 1/3/00 by Xxxxxx X. Xxxxx, Xxxx Xxxx, Xxxxx Echtenthal and
Xxxxxxx X. Xxxxxxx

. Master Loan and Security Agreement dated 1/3/00

. First Amendment to Master Loan and Security Agreement dated 2/9/00

. Unit Certificate Transfer Endorsement (Assignment separate from certificate)
dated 1/3/00 signed by Xxxxx Xxxxxx

. Unit Certificate Transfer Endorsement (Assignment separate from certificate)
dated 1/3/00 signed by Xxxxxx Xxxxx

. Unit Certificate Transfer Endorsement (Assignment separate from certificate)
dated 1/3/00 signed by Xxxxxxx X. Xxxxxxx

. Unit Certificate Transfer Endorsement (Assignment separate from certificate)
dated 1/3/00 signed by Kenye Echtenthal

. Unit Certificate Transfer Endorsement (Assignment separate from certificate)
dated 1/3/00 signed by Xxxx Xxxx

. Certificate No. 101 for 120 units of Beacon Financial Group, LLC

. Certificate No. 102 for 470 units of Beacon Financial Group, LLC

. Certificate No. 103 for 120 units of Beacon Financial Group, LLC

. Certificate No. 104 for 50 units of Beacon Financial Group, LLC

. Certificate No. 105 for 240 units of Beacon Financial Group, LLC

. Assignment and Security Agreement dated 1/3/00

. Escrow Deposit Agreement dated 1/3/00

. Addendum to Service Agreement (not dated)

. Purchase Agreement (Motor Vehicle Financing Purchasing Agreement) dated
1/8/00

. Servicing Agreement (Motor Vehicle Financing Purchasing Agreement) dated
1/8/00

. Letter dated 4/20/00 from Beacon to Mellon United National Bank

. Letter dated 1/11/00 from Beacon to Bank One

. Custodian Agreement dated 1/8/00

Loan Name: Beacon Financial - Loan No. 5351
--------------------------------------------

. Second Amended and Restated Promissory Note dated 5/16/00 in the amount of
$13,437,000.00 (replaces Note dated 1/3/00 in amount of $8,107,000)

. Amended and Restated Promissory Note dated 1/3/00 in the amount of $8,107,000
(replaces Note dated 1/3/00 in the amount of $1,955,000)

. Promissory Note dated 1/3/00 in the amount of $1,955,000

. Confirmation of Guaranty and Assignment dated 5.16.00

. Confirmation of Guaranty and Assignment dated 1/3/00

. Assignment dated 2/9/00

. Assignment dated 5/11/00

. Borrower's Certificate dated 5/16/00

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
5/16/00

. Borrower's Certificate dated 2/9/00

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
2/9/00

. Premium Recoveries, Inc. Consent and Acknowledgement dated 1/3/00

Loan Name: Beacon Financial - Loan No. 4215
-------------------------------------------
. Promissory Note dated 1/3/00 in the amount of $5,521,000.00

. Confirmation of Guaranty and Assignment dated 1/3/00

. Seller's Certificate (Furniture Financing Purchasing Agreement) dated 8/30/00

. Borrowers Certificate dated 1/8/00

. Assignment dated 1/8/00

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
1/8/00

. Assignment (Furniture Financing Purchasing Agreement) dated 8/30/00

. Purchase Agreement(Furniture Financing Purchase Agreement) dated 8/30/00

. Servicing Agreement (Furniture Financing Purchasing Agreement) dated 8/30/00

Loan Name: Beacon Financial - Loan No. 4618
-------------------------------------------
. Amended and Restated Promissory Note dated 3/13/00 in the amount of
$11,885,000.00 (replaces Note dated 3/13/00 in amount of $6,585,000)

. Promissory Note dated 3/13/00 in the amount of $6,585,000.00.

. Confirmation of Guaranty and Assignment dated 4/8/00.

. Confirmation of Guaranty and Assignment dated 3/13/00

. Assignment dated 4/8/00

. Assignment dated 3/13/00

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
4/8/00

. Borrower's Certificate dated 4/8/00.

. Borrowers Certificate dated 3/13/00

. Seller's Certificate (Motor Vehicle Financing Purchasing Agreement) dated
3/13/00

Loan Name: Beacon Financial - Loan No. 3745
-------------------------------------------

. Promissory Note dated 6/14/00 in the amount of $3,500,000.00

. Confirmation of Guaranty and Assignment dated 6/14/00 by Xxxxxx X. Xxxxx,
Xxxx Xxxx, Xxxxx Echtenthal, and Xxxxxxx X. Xxxxxxx

. Assignment of Put and Call Agreement and Security Agreement dated 6/15/00

. Put and Call Agreement dated 6/15/00

. Assignment dated 6/14/00

. Seller's Certificate (Motor Vehicle Financial Purchasing Agreement) dated
6/14/00

. Borrower's Certificate dated 6/14/00

. Consent and Acknowledgment dated 6/15/00

Loan Name: Beacon Financial - Loan No. 3440
--------------------------------------------

. Promissory Note dated 8/15/00 in the amount of $3,500,000.00.

. Confirmation of Guaranty and Assignment dated 8/15/00 by Xxxxxx X. Xxxxx,
Xxxx Xxxx, Xxxxx Echtenthal, and Xxxxxxx X. Xxxxxxx

. Seller's Certificate (Motor Vehicle Financing Purchasing Assignment) dated
8/15/00

. Assignment dated 8/15/00

. Borrowers Certificate dated 8/15/00

. Consumer Loan Servicing Agreement, Inc. Consent and Acknowledgment dated
8/00

. Servicing Agreement (Credit Card Financing Agreement) dated 8/00

Loan Name: Beacon Financial - Loan No. 5142
-------------------------------------------

. Promissory Note dated 7/11/00 in the amount of $3,500,000.00

. Confirmation of Guaranty and Assignment dated 7/11/00

. Assignment dated 7/11/00

. Seller's Certificate(Motor Vehicle Financing Purchase Agreement) dated
7/11/00

. Borrower's Certificate dated 7/11/00

Loan Name - Governor Hotel Associates - Loan #8762
--------------------------------------------------

. Promissory Note - Dated February 22, 1991 - for $7,650,000

. Guarantee - dated February 22, 1991

. Confirmation of Guaranty dated June 12, 1992

. Second Confirmation of Guaranty - dated July 24, 1992

. Confirmation of Guaranty - dated November 1, 1992

. Fourth Confirmation of Guaranty - dated February 16, 1993

. Construction Loan Agreement - dated February 22, 1991

. Deed of Trust and Security Agreement - dated February 22, 1991

. Trust Deed - dated July 24, 1992 - with Xxxxxx X. Xxxxxxx

. Hazardous Substance Indemnity - dated February 22, 1991

. Assignment of Leases and Rents - dated February 22, 1991

. Security Agreement, Assignment of Contract Rights and Receivables dated
July 24, 1992

. Agreement for Services Administering Construction Loan - dated February 22,
1991

. Assignment of Architect's Agreement and Plans - dated February 21, 1991

. Fourth Amendment to Loan Documents - dated March 16, 1994

. Third Amendment to Loan Documents - dated November 1, 1992

. Second Amendment to Loan Documents - dated July 24, 1992

. First Amendment to Loan Documents - dated June 12, 1992

. Fourth Amendment to Deed of Trust - dated March 16, 1994

. Third Amendment to Deed of Trust - dated November 1, 1992

. Second Amendment to Deed of Trust - dated July 23, 1992

. First Amendment to Deed of Trust - dated June 12, 1992

. Numerous Tenant Subordination Agreements from 1991

. Title Policy

. Subordination Agreement - dated 2/19/91 between Oregon Laborer-s Employers
Pension Trust Fund ("Lender") and Capital Consultants, Inc. ("Agent")

. Assignment of Construction Contract

. Assignment of Contracts dated February 22, 1991

Loan Name - Crossing Aviation - Loan #9621
------------------------------------------

. Promissory Note dated June 28, 1993 in the amount of $1,650,000

. Guarantee dated 6/28/93 by Xxxxxxx X. Xxxxxxx

. Agreement effective date December 30, 1998

. Deed of Trust Modification Agreement dated December 30, 1998 with Crossing
Ventures, Inc

. Deed of Trust Modification Agreement dated December 30, 1998 with Crossing
Aviation, Inc

. Deed of Trust and Security Agreement dated June 28, 1993 with Crossing
Ventures, Inc

. Deed of Trust and Security Agreement dated June 28, 1993 with Crossing
Aviation, Inc

. Assignment of Leases and Rents dated June 28, 1993.

. Subordination Agreement dated June 28, 1993 between Air Gemini, Inc. et al,
and Crossing Aviation, Inc.

. Environmental Indemnity dated June 28, 1993

. Security Agreement, Assignment of Contract Rights and Receivables dated
June 28, 1993

. Misc assignment documents from Capital to 520 SW Yamhill (CCL's collection
entity)

Loan Name: Marine Finance Corporation - Loan #2111
--------------------------------------------------

. Misc assignment documents from Capital to 000 XX Xxxxxxx (CCL's collection
entity)

. Amended Promissory Note dated October 27, 1994 for $3,645,000

. Promissory Note dated November 19, 1993 for $7,961,982.73

. Promissory Note dated November 19, 1993 for $602,909.27

. Security Agreement dated November 19, 1993

. Lockbox Agreement dated September 6, 1994

. Modification Agreement dated November 19, 1993 with Xxxxxxx X. Xxxxxx and
Xxxxx X. Xxxxxx

. Modification Agreement dated December 2, 1993 with Marine Finance
Corporation

. Stock Pledge Agreement dated October 27, 1994.

. Stock Pledge Agreement dated November 19, 1993

. Stock Certificate #1 for 1,000 shares of Marine Finance Corporation.

. Lockbox Agreement dated December 20, 1994

. Fourth Modification Agreement dated October 27, 1994 with Xxxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxx

. Fourth Modification Agreement dated October 27, 1994 with Marine Finance
Corporation and Astoria Metal Corporation

. Amended Security Agreement dated October 27, 1993 with Marine Finance
Corporation and Astoria Metal Corporation

. Second Modification Agreement dated December 2, 1993 with Xxxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxx

. Second Modification Agreement dated August 26, 1994 with Marine Finance
Corporation

. Second Modification Agreement dated December 2, 1993 with Marine Finance
Corporation

. Guaranty dated October 27, 1994 by Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx

. Guaranty dated November 19, 1993 by Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx

. Third Modification Agreement dated August 26, 1994 by Marine Finance
Corporation

. Third Modification Agreement dated August 26, 1994

. Third Modification Agreement dated October 27, 1994

. Third Modification Agreement dated August 26, 1994

. Security Agreement dated November 19, 1993 by Marine Finance Corporation

. Security Agreement dated October 27, 1994 by Astoria Metal Corporation

. Deed of Trust and Assignment of Rents dated November 19, 1993

. Fifth Modification to Consent, Assumption, Modification and Consolidation
Agreement dated October 27, 1994

. First Modification to Consent, Assumption, Modification and Consolidation
Agreement dated December 2, 1993

. Second Modification to Consent, Assumption, Modification and Consolidation
Agreement dated June 21, 1994

. Third Modification to Consent, Assumption, Modification and Consolidation
Agreement dated August 26, 1994

. Fourth Modification to Consent, Assumption, Modification and Consolidation
Agreement dated October 21, 1994

. Consent, Assumption and Modification Agreement dated November 19, 1993

. Second Modification Agreement dated August 26, 1994

. Title Policy

TAMALPAIS BANK (Formerly known as SRT&L
---------------------------------------

Original Loan Participation Agreement dated 2/25/97

Original Participation Certificates for the following Loans:

#4716 Xxxxxx (2)

#4727 Xxxxxxx

#4738 AAA Commercial

#4112 Xxxxxxxx

#4121 Xxxxxxxx

#0000 Xxxxx & Xxxxxxxxxxx

#0000 Xxxxxxx

#0000 Wu

#5032 Xxxxxx & Xxxxxxx

#5311 Xxxx

#5315 3260 Investors

#5317 Tse

#5313 Xxxxxx

#5323 Lembi

#5043 Chan

1. Loan Name: Governor Hotel - Loan No. 7931
-----------------------------------------

MISSING ORIGINAL DOCS

2. Loan Name: Xxxxxx Xxxxxxxx - Loan No. 6511
------------------------------------------

MISSING ORIGINAL DOCS

3. Loan Name: Bayside, Ltd. - Loan No. 5275/5276
---------------------------------------------

. Original U. S. $20,000,000 Credit Agreement dated between Bayside, LTD. as
Borrower and Citibank, N.A. as Bank

. Original Amended and Restated Pledge Agreement dated as of December 16,
1997 from Bayside, Ltd.

. Original Amended and Restated Pledge Agreement dated as of December 16,
1997 from Bayside, Ltd. and Talmata Corporation (Acknowledgment and Consent
of Lenga Patagonia S.A. not executed)

. Original Amended and Restated Pledge Agreement dated as of December 16,
1997 from Savia International, Ltd.

. Original Amended and Restated Pledge Agreement dated as of December 16,
1997 from Beacon Group, LLC

. Original Amended and Restated Pledge Agreement dated as of December 16,
1997 from Trillium Corporation

. Original Certification of Real Property Schedule

. Original Opinion Letter dated December 16, 1997 from Xxxxxxx Coie

. Promissory Note dated 12/30/98 in the amount of $50,000,000.

. Escrow Deposit Agreement dated 12/30/98

. Consent and Acknowledgment dated 12/30/98

. Guaranty dated 12/30/98 by Trillium Corporation, Xxxxx X. and Xxx X. Xxxx,
and Savia International Ltd.

. Pledge Agreement from Trillium Corporation dated 12/30/98

. Pledge Agreement from Savia International Ltd. dated 12/30/98

. Pledge Agreement from Bayside, Ltd dated 12/30/98

. General Security Agreement dated 12/30/98 with Savia Int'l Ltd., Bayside
Ltd., Talmata Corp., Lenga Patagonia SA, Forestral Trillium Limitada

. Amended and Restated Credit Agreement dated 12/30/98

. Timber Sale Agreement (Chile) dated 12/30/98

. Timber Sale Agreement (Argentina) dated 12/30/98

. Put Option and Timber Purchase Agreement dated 12/30/98

. Termination and Release Agreement dated 12/30/98 with Citibank, Capital,
Savia, Beacon and Trillium

. Assignment of Participation Interests dated 12/30/98

. Assignment Agreement between Capital, Citibank and Bayside dated 12/30/98

. Affidavit of Lost Note by Citibank dated 12/30/98

. Officer's Certificate Re Real Property Schedule dated 12/30/98

. Escrow Deposit Agreement dated 10/18/99

. greement Re Carbon Rights

. Consentimento (in Spanish) dated 12/30/98 with English translation attached

. Pledge Agreement by Bayside, Ltd and Talmata Corporation dated 12/30/98

. Assignment Separate from Certificate dated 12/30/98 signed by Bayside

. Stock Certificate No. 1 for Lenga Patagonia for 3,477,496 shares

. Assignment Separate from Certificate dated 12/30/98 signed by Talmata

. Stock Certificate No. 2 for Lenga Patagonia for 669 shares

. Assignment Separate from Certificate dated 12/30/98 signed by Trillium
Corporation

. Stock Certificate No. 1 for 2,000,000 shares (Class B 12% Convertible
preferred) of Savia International Ltd

. Assignment Separate from Certificate dated 12/30/98 signed by Trillium
Corporation

. Stock Certificate No. 1 for 10,000 shares (12% Snr Conv Pref) of Savia
International Ltd

. Assignment Separate from Certificate dated 12/30/98 signed by Trillium
Corporation

. Stock Certificate No. 24 for 1,434,897 shares (Class A 12% Jr conv Pref) of
Savia International Ltd.

. Assignment Separate from Certificate dated 12/30/98 signed by Trillium
Corporation

. Stock Certificate No. 11 for 858,600 shares (common) of Savia International
Ltd

. Assignment Separate from Certificate (undated) signed by Trillium
Corporation

. Stock Certificate No. 1 for 500,000 shares (1999 Senior conv pref) of Savia
International Ltd

. Assignment Separate from Certificate dated 12/30/98 signed by Bayside, Ltd.

. Stock Certificate No. 3 for 10,000 shares (common) of Talmata Corporation

. Assignment Separate from Certificate dated 12/30/98 signed by Savia
International Ltd

. Stock Certificate No. 131 for 18,265,362 shares (common) of Bayside

. Assignment Separate from Certificate dated 3/10/99 signed by Trillium
Corporation

. Stock Certificate No. 2 for 2,000,000 shares (Class B 12% Con Pref) of
Savia International Ltd.

. Letter dated 12/23/98 from Chilean counsel attached to "authorized copies
of five (5) documents noting that these are "for all legal purposes the
official documents evidencing the collateral thereby created" with the
following documents or copies thereof attached thereto:

. Public Deed of Joint and Several Guaranty and Mortgage

. Public Deed of Joint and Several Guaranty and Commercial Pledge over
Credits

. Public Deed of Joint and Several Guaranty and Pledge without
Conveyance

. Public Deed

. Public Deed of Release and Pledge

. Amendment No. 1 to Amended and Restated Guaranty with the Beacon Group, LLC
dated 7/1/98

. Amendment No. 1 to Amended and Restated Guaranty with Trillium Corp. and
Citibank dated 7/1/98

. Promissory Note from Savia International, Ltd. to CCI - $5,940,000 dated
9/30/98

. Assignment and Security Agreement of Put Option and Agreement of Purchase
and Sale of Participation Interests dated 10/16/98

. Assignment and Security Agreement - $5,940,000 dated 10/16/98

. Guaranty of Xxxxx X. Xxxx and Trillium Corporation with Spousal Consent

. Security Agreement and Assignment of Participation Interests for Security
Purposes dated 10/16/98

. RE: Beacon/Trillium-Citibank Loans Assignment of Participation Interest
between Trillium and Savia, and Beacon and Savia dated 10/16/98

. Put Option and Agreement of Purchase and Sale of Participation Interests
between Savia and Syre dated 10/16/98

. Amended and Restated Guaranty between Beacon Group LLC and Citibank dated
12/16/97

. Amended and Restated Guaranty between Trillium Corp. and Citibank dated
12/16/97

. Consent and Acknowledgment by Xxxxx X. Xxxx dated 10/16/98

PRIVATE EQUITY INVESTMENTS
--------------------------
Original Documentation in Capital Consultants Office

A-Fem Medical Series A. Convertible Preferred Stock
---------------------------------------------------

August 1998 Recapitalization
----------------------------
(4,316,405 shares; 50,000 warrant shares)

Plan and Agreement for Recapitalization

A-Fem Medical Corporation Registration Rights Agreement

Stock Certificate #PA1 representing 10,400 shares issued to Capital Consultants,
Inc. as agent for Client No. 157-80, dated August 31, 1998

Stock Certificate #PA3 representing 17,185 shares issued to Capital Consultants,
Inc. as agent for Client No. 463, dated August 31, 1998

Stock Certificate #PA4 representing 38,529 shares issued to Capital Consultants,
Inc. as agent for Client No. 507-81, August 31, 1998

Stock Certificate #PA6 representing 31,200 shares issued to Capital Consultants,
Inc. as agent for Client No. 520-88, dated August 31, 1998

Stock Certificate #PA7 representing 38,529 shares issued to Capital Consultants,
Inc. as agent for Client No. 556, dated August 31, 1998

Stock Certificate #PA9 representing 26,028 shares issued to Capital Consultants,
Inc. as agent for Client No. 604-88, dated August 31, 1998

Stock Certificate #PA11 representing 12,480 shares issued to Capital
Consultants, Inc as agent for Client No. 625-88, dated August 31, 1998

Stock Certificate #PA12 representing 5,208 shares issued to Capital Consultants,
Inc. as agent for Client No. 632-80, dated August 31, 1998

Stock Certificate #PA13 representing 20,619 shares issued to Capital
Consultants, Inc. as agent for Client No. 632-88, dated August 31, 1998

Stock Certificate #PA14 representing 19,566 shares issued to Capital
Consultants, Inc. as agent for Client No. 636-88, dated August 31, 1998

Stock Certificate #PA15 representing 5,208 shares issued to Capital Consultants,
Inc. as agent for Client No. 640-80, dated August 31, 1998

Stock Certificate #PA16 representing 5,208 shares issued to Capital Consultants,
Inc. as agent for Client No. 660, dated August 31, 1998

Stock Certificate #PA17 representing 20,834 shares issued to Capital
Consultants, Inc. as agent for Client No. 660-88, dated August 31, 1998

Stock Certificate #PA18 representing 15,625 shares issued to Capital
Consultants, Inc. as agent for Client No. 682-80, dated August 31, 1998

Stock Certificate #PA19 representing 40,099 shares issued to Capital
Consultants, Inc as agent for Client No. 688-88, dated August 31, 1998

Stock Certificate #PA20 representing 2,604 shares issued to Capital Consultants,
Inc. as agent for Client No. 693-88, dated August 31, 1998

Stock Certificate #PA21 representing 38,529 shares issued to Capital
Consultants, Inc. as agent for client No. 703-88, dated August 31, 1998

Stock Certificate #PA22 representing 31,200 shares issued to Capital
Consultants, Inc as agent for Client No. 706-88, dated August 31, 1998

Stock Certificate #PA23 representing 31,200 shares issued to Capital
Consultants, Inc. as agent for Client No. 711-88, dated August 31, 1998

Stock Certificate #PA24 representing 13,021 shares issued to Capital
Consultants, Inc. as agent for Client No. 783-88, dated August 31, 1998

Stock Certificate #PA25 representing 10,417 shares issued to Capital
Consultants, Inc., as agent for Client No. 815-88, dated August 31, 1998

Stock Certificate #PA26 representing 5,208 shares issued to Capital Consultants,
Inc. as agent for Client No. 818-88, dated August 31, 1998

Stock Certificate #PA27 representing 1,302 shares issued to Capital Consultants,
Inc. as agent for Client No. 826-88, dated August 31, 1998

Stock Certificate #PA28 representing 7,812 shares issued to Capital Consultants,
Inc. as agent for Client No. 827-88, dated August 31, 1998

Stock Certificate #PA29 representing 13,021 shares issued to Capital
Consultants, Inc. as agent for Client No. 843-88, dated August 31, 1998

Stock Certificate #PA30 representing 15,625 shares issued to Capital
Consultants, Inc. as agent for Client No. 884-88, dated August 31, 1998

Stock Certificate #PA31 representing 7,813 shares issued to Capital Consultants,
Inc. as agent for Client No. 050-15, dated August 31, 1998

Stock Certificate #PA32 representing 7,706 shares issued to Capital Consultants,
Inc. as agent for Client No. 050-20, dated August 31, 1998

Stock Certificate #PA38 representing 48,512 shares issued to Capital
Consultants, Inc., dated August 31, 1998

Purchase Warrant Certificate #98P-2, issued to Capital Consultants, Inc., for
itself and as agent for its Clients, exercisable to Purchase 50,000
Preferred Stock, dated August 31, 1998

August 31, 1998 Purchase of New Shares
--------------------------------------
(650,000 shares; 130,000 warrant shares)

Preferred Stock and Warrant Purchase Agreement

Stock Certificate #PA34 representing 2,604 shares issued to Capital Consultants,
Inc. as agent for Client No. 604-88, dated August 31, 1998

Stock Certificate #PA36 representing 15,625 shares issued to Capital
Consultants, Inc. as agent for Client No. 682-80, dated August 31, 1998

Stock Certificate #PA37 representing 15,625 shares issued to Capital
Consultants, Inc. as agent for Client No. 884-88, dated August 31, 1998

Stock Purchase Warrant No. 98P-1 to purchase 130,000 shares of Series A
Convertible Preferred Stock issued to certain investors (each an
"Investor" and collectively, the "Investors") acting through their
agent, Capital Consultants, Inc. ("CCI")

October 8, 1998 Purchase of New Shares
--------------------------------------
(286,000 shares; 200,000 warrant shares)

A-Fem Medical Corporation Registration Rights Agreement, dated October 8, 1998

Preferred Stock and Warrant Purchase Agreement, dated October 8, 1998

Stock Certificate #PA39 representing 182,010 shares issued to Capital
Consultants, Inc. as agent for Client No. 285, dated 1998

Stock Certificate #PA40 representing 103,990 shares issued to Capital
Consultants, Inc. as agent for Client No. 621-88, dated 1998

Stock Purchase Warrant No. 98P-3 to purchase 127,280 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000

Xxxxx Xxxxxxxx Xxxxxxx Xx. 00X-0 to purchase 72,720 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000-00

Xxxxxxxx 0, 0000 Xxxxxxxx of New Shares
---------------------------------------
(521,000 shares; 104,200 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated November 6, 1998

Preferred Stock and Warrant Purchase Agreement, dated November 6, 1998

Stock Certificate #PA41 representing 510,323 shares issued to Capital
Consultants, Inc. as agent for Client No. 285, dated November 6, 1998

Stock Certificate #PA42 representing 7,917 shares issued to Capital Consultants,
Inc. as agent for Client No. 99, dated November 6, 1998

Stock Certificate #PA43 representing 2,760 shares issued to Capital Consultants,
Inc. as agent for Client No. 604-88, dated November 6, 1998

Stock Purchase Warrant No. 98P-5 to purchase 102,065 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000

Xxxxx Xxxxxxxx Xxxxxxx Xx. 00X-0 to purchase 1,583 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 00

Xxxxx Xxxxxxxx Xxxxxxx Xx. 00X-0 to purchase 552 shares of Series A Convertible
Preferred Stock granted to Capital Consultants, Inc. as Agent for Client
Xx. 000-00

Xxxxx 0, 0000 Xxxxxxxx of New Shares
------------------------------------
(156,250 shares; 31,250 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated Xxxxx 0, 0000

Xxxxxxxxx Stock and Warrant Purchase Agreement, dated Xxxxx 0, 0000

Xxxxx Purchase Warrant No. 99P-8 to purchase 31,250 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent for
Client Xx. 000

Xxxxx 00, 0000 Xxxxxxxx of New Shares
-------------------------------------
(104,170 shares; 20,834 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated April 15, 1999

Preferred Stock and Warrant Purchase Agreement, dated April 15, 1999

Stock Purchase Warrant No. 99P-9 to purchase 20,834 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000

Xxx 00, 0000 Xxxxxxxx of New Shares
-----------------------------------
(104,170 shares; 20,834 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated May 10, 1999

Preferred Stock and Warrant Purchase Agreement, dated May 10, 1999

Stock Purchase Warrant No. 99P-10 to purchase 20,834 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000

Xxxx 00, 0000 Xxxxxxxx of New Shares
------------------------------------
(104,170 shares; 20,834 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated June 15, 1999

Preferred Stock and Warrant Purchase Agreement, dated June 15, 1999

Stock Purchase Warrant No. 99P-11 to purchase 20,834 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000

Xxxx 00, 0000 Xxxxxxxx of New Shares
------------------------------------
(104,170 shares; 20,834 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated July 21, 1999

Preferred Stock and Warrant Purchase Agreement, dated July 21, 1999

Stock Purchase Warrant No. 99P-12 to purchase 20,834 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000

Xxxxxx 00, 0000 Xxxxxxxx of New Shares
--------------------------------------
(104,170 shares; 20,834 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated August 19, 1999

Preferred Stock and Warrant Purchase Agreement, dated August 19, 1999

Stock Purchase Warrant No. 99P-13 to purchase 20,834 shares of Series A
Convertible Preferred Stock granted to Capital Consultants, Inc. as Agent
for Client Xx. 000

Xxxxxxxxx 00, 0000 Xxxxxxxx of New Shares
-----------------------------------------
(260,400 shares; 52,080 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated September 22, 1999

December 17, 1999 Purchase of New Shares
----------------------------------------
(260,400 shares; 118,364 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated December 17, 1999

March 24, 2000 Purchase of New Shares
-------------------------------------
(260,415 shares; 174,365 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated March 24, 2000

July 21, 2000 Purchase of New Shares
------------------------------------
(86,805 shares; 79,861 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated July 21, 2000

Preferred Stock and Warrant Purchase Agreement dated July 21, 2000

August 21, 2000 Purchase of New Shares
--------------------------------------
(86,805 shares; 79,861 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated August 21, 2000

Preferred Stock and Warrant Purchase Agreement dated August 21, 2000

September 21, 2000 Purchase of New Shares
-----------------------------------------
(86,805 shares; 79,861 warrant shares)

A-Fem Medical Corporation Amended and Restated Registration Rights Agreement,
dated September 21, 2000

Preferred Stock and Warrant Purchase Agreement dated September 21, 2000

EOH Salem Holding LLC
---------------------

Articles of Organization for EOH Salem Holding LLC (w/copy of recorded Articles
of Organization) dated December 4, 1998; Filed December 8, 1998

Operating Agreement dated December 8, 1998

Unanimous Written Consent of Members and Manager to Actions Without a Meeting
dated December 17, 1998

EOH Corvallis Holding LLC
-------------------------

Articles of Organization for EOH Corvallis Holding LLC (w/copy of recorded
Articles of Organization) dated December 4, 1998; Filed December 8,
1998

Operating Agreement dated December 8, 1998

Unanimous Written Consent of Member and Manager to Actions Without a Meeting
dated December 17, 1998

EOH Portland Holding LLC
------------------------

Articles of Organization for EOH Portland Holding LLC (w/copy of recorded
Articles of Organization) dated December 4, 1998; Filed December 7,
1998

Operating Agreement dated December 7, 1998

Unanimous Written Consent of Member and Manager to Actions Without a Meeting
dated December 17, 1998

American Physicians Network
---------------------------

Stock and Warrant Purchase Agreement, dated December 31, 1996

RegistrationRights Agreement dated December 31, 1996

Stock and Warrant Purchase Agreement dated May 29, 1998

Registration Rights Agreement dated May 29, 1998

Stock Certificate #1 of 1,300,000 shares of Series A-1 Voting Preferred Stock
issued to Capital Consultants, Inc., as Agent for Account 285 dated
December 31, 1996

Stock Certificate #11 of 500,000 shares of Series A-1 Voting Preferred Stock
issued to Capital Consultants, Inc., as Agent for Certain Participant
Investors dated November 8, 1997

Stock Certificate #12 of 500,000 shares of Series A-1 Voting Preferred Stock
issued to Capital Consultants, Inc., as Agent for Certain Participant
Investors, dated May 29, 1998

Warrant No. B-14 to Purchase 1,000,000 Shares of Series B Voting Preferred Stock
issued to Capital Consultants, Inc., as agent for certain participant
investors, dated December 31, 1996

Warrant No. B-15 to Purchase 300,000 Shares of Series B Voting Preferred Stock
issued to Capital Consultants, Inc., as agent for certain participant
investors, dated December 31, 1996

Amendment to Warrants (Nos. B-14 & B-15) dated November 7, 1997

Warrant No. B-22 to Purchase 500,000 Shares of Series B Voting Preferred Stock
issued to Capital Consultants, Inc., as agent for certain participant
investors dated November 7, 1997

Warrant No. B-23 to Purchase 500,000 Shares of Series B Voting Preferred Stock
issued to Capital Consultants, Inc., as agent for certain participant
investors dated May 29, 1998

Amendment to Warrants (Nos. B-14, B-15 and B-22) dated May 29, 1998

XxxXXxx.xxx, Inc.
-----------------

Stock Certificate No. 89 representing 1,000 shares of 8% Cumulative Convertible
Preferred Stock (Series A) issued to Capital Consultants as agent for
Client #544.88, dated December 16, 1999

Stock Certificate No. 91 representing 500 shares of 8% Cumulative Convertible
Preferred Stock (Series A) issued to Capital Consultants as agent for
Client #683.88, dated December 16, 1999

Stock Certificate No. 92 representing 250 shares of 8% Cumulative Convertible
Preferred Stock (Series A) issued to Capital Consultants as agent for
Client #818.88, dated December 16, 1999

Stock Certificate No. 93 representing 300 shares of 8% Cumulative Convertible
Preferred Stock (Series A) issued to Capital Consultants as agent for
Client #507.81, dated December 16, 1999

Stock Certificate No. 94 representing 1,500 shares of 8% Cumulative Convertible
Preferred Stock (Series A) issued to Capital Consultants as agent for
Client #738.88, dated December 16, 1999

EVI Corporation Series A
------------------------

Stock Certificate No. A-48 representing 125,000 shares of Series A Voting
Preferred Stock issued to Capital Consultants, Inc., dated December 29,
1994

Stock Certificate No. A-52 representing 25,000 shares of Series A Voting
Preferred Stock issued to Capital Consultants, Inc., dated May 28, 1997

EVI Corporation Series B
------------------------

Stock Certificate No. PB10 representing 25,000 shares of Series B Voting
Preferred Stock issued to Capital Consultants, Inc., dated December 31,
1997

Stock Certificate No. 46 representing 3,000 shares of Common Stock issued to
Capital Consultants, dated December 31, 1999

Stock Certificate No. PB-148 representing 13,919 shares of Series B Voting
Preferred Stock issued to Capital Consultants, Inc., dated November 15,
2000

Stock Certificate No. PB11 representing 25,000 shares of Series B Voting
Preferred Stock issued to Xxxxxx X. Xxxxxxx Trust, UTA 6/29/83, dated
December 31, 1997

Stock Certificate No. 84 representing 3,000 shares of Common Stock issued to
Xxxxxx X. Xxxxxxx Trust, dated December 31, 1999

Stock Certificate No. PB-147 representing 13,919 shares of Series B Voting
Preferred Stock issued to Xxxxxx X. Xxxxxxx Trust, dated November 15, 2000

Expert Systems Publishing Company
---------------------------------

Stock Certificate No. 62 representing 7,107 shares of Common Stock issued to
Capital Consultants, Inc., dated October 29, 1993

Stock Certificate No. 125 representing 17,556 shares of Common Stock issued to
Capital Consultants, Inc., dated February 7, 2000

Document Metadata

Table of Contents

EXHIBIT 99.2 OVERBID PURCHASE CONTRACT This Overbid Purchase Contract is entered into as of January 24, 2002, and made effective as of the Effective Date by and between MTGLQ Investors, LP, a limited partnership ("Buyer"), and Thomas F. Lennon,...

Document Metadata