This document is being provided to you to provide your organization with a summary of our general review, due diligence and approval procedures for the majority of corporate and commercial financing transactions submitted to OFFSHORE CAPITAL Partners, Inc. and its affiliates for consideration. The process and timeframe changes on a transaction by transaction basis.

Step 1 – Preliminary Review, Submitting Information

1. The first step of the process should be to complete the OFFSHORE CAPITAL financing request / application and to return it to your contact person at OFFSHORE CAPITAL along with a 2 – 5 page executive summary of your company, project or opportunity. We also request that you include with this submission the previous three years of financial statements along with financial projections for five years. This information will allow us to evaluate the transaction to determine if it is of interest to our funding partners.

2. Upon submission of the above items stated to OFFSHORE CAPITAL representative, the information will be reviewed, discussed and considered internally. Following this review and discussion OFFSHORE CAPITAL representative will contact you by phone or email to ask further questions or to request additional information, expressing OFFSHORE CAPITAL ‘s interest in proceeding with the financing request. Alternatively, the representative may advise you that the request doesn’t meet OFFSHORE CAPITAL’s funding partners criteria and therefore we can not provide financing to your company at this time.

Step 2 – Interaction with OFFSHORE CAPITAL , Due Diligence & Term Sheet Issuance

1. Should your transaction result in OFFSHORE CAPITAL or its affiliate expressing an interest to proceed in discussions about your financing request you should be prepared to discuss with a OFFSHORE CAPITAL representative the types of financing that OFFSHORE CAPITAL funding partners feels may be appropriate. We will also outline the terms and conditions the financing may require, should you decide to proceed.

2. Upon the client expressing interest in the proposed financing suggested by OFFSHORE CAPITAL the client may be requested to meet with members of OFFSHORE CAPITAL (either at a OFFSHORE CAPITAL location or at the client’s location) to reaffirm and develop the relationship as well as engage in discussion to answer questions by the client as well as for the OFFSHORE CAPITAL representative to learn more about the business and its management.

3. At this point OFFSHORE CAPITAL will issue to the client a written proposal in the form of a term sheet which will outline in detail the specific terms and conditions that OFFSHORE CAPITAL funding partners will be willing to consider providing financing to the client. Typically the term sheet is approximately fifteen pages in length and is normally valid for a period of seven to ten business days for acceptance. A complete due diligence list will also be included with the term sheet outlining the items that will be reviewed and factored into the project prior to issuance of a formal commitment from the lenders at closing.

4. Upon issuance of the term sheet the client should review and consider the proposed terms and if necessary consult with third party advisors to make an informed decision. 5) If the client is in agreement with the terms and conditions of the term sheet the client should execute the agreement and return it OFFSHORE CAPITAL within the time frame specified.

Step 3 – Formal Due Diligence & Underwriting

1. Once you have returned a fully executed term sheet to OFFSHORE CAPITAL, you should begin to prepare the necessary items outlined in the due diligence list. Upon assembling the items contained in the due diligence list these documents should be submitted to OFFSHORE CAPITAL in hard copy form. We request that you provide two complete sets for review in the event that our office need a copy of the file. Third party reports such as appraisals,

2. The due diligence documents are reviewed by various members of OFFSHORE CAPITAL including attorneys, accountants, analyst and its bankers to comment on the due diligence and important to successfully completion of the financing as outlined in the term sheet.

3. Following the analysis and review of the due diligence package a due diligence report will be sent in writing to the client outlining our comments, questions sections where additional supporting information may be needed or simply additional clarification of items.

4. Once the due diligence process has been satisfactorily completed the transaction is presented to OFFSHORE CAPITAL’s Lenders, Finance and Investment Committee for the first level of approval to proceed with the underwriting and to issue a commitment for closing.

5. Upon a majority approval by the OFFSHORE CAPITAL Finance and Investment Committee to proceed the client file including all submitted documentation from Step 1 to Step 3 are placed in to underwriting.

Step 4 – Committee Approval, Commitment Issuance, Legal & Closing

1. Upon completion of the underwriting the transaction is then reviewed once again by the Finance and Investment Committee for transaction approval.

2. Following the recommendation of the Finance and Investment Committee to issue a commitment to fund, OFFSHORE CAPITAL will coordinate with its Lenders to structure a commitment.

3. OFFSHORE CAPITAL Lenders issues a commitment to the client for review and approval.

4. Upon approval of the commitment by the client the client should execute the commitment and return it to OFFSHORE CAPITAL acknowledging the client’s desire to proceed and accept the terms and conditions of the commitment.

5. Upon acceptance of the commitment, OFFSHORE CAPITAL’s Lenders will prepare and issue to the client a Master Closing Agenda outlining all legal requirements for closing.

6. Upon Lenders satisfactory receipt and review of the legal items required as either part of the commitment and / or Master Closing Agenda, OFFSHORE CAPITAL or its legal counsel will issue to the client its Closing Notice. 7. The transaction is closed at this point.