Khalil and Lana K. Hamdan - Page 5




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         time as the units were sold as condominiums; (2) contract with               
         licensed contractors, architects, consultants, and civil engineers           
         to renovate, improve, or modify the project property for conversion          
         and sale of the units as condominium units according to approved             
         plans and permits; (3) engage the services of attorneys,                     
         consultants, management and maintenance companies, accountants, and          
         others for purchase and management, as well as to obtain necessary           
         permits and approvals for sale, of the units as condominiums; (4)            
         enter into agreements with brokers to handle sales of condominium            
         units; (5) contract with marketing companies to market the                   
         condominium units; (6) exercise general supervision regarding those          
         individuals and companies referred to above; and (7) perform all             
         other reasonably required tasks to ensure speedy sale of the project         
         property as condominiums at the optimal price.                               
              In exchange for these services, Malibu Cedars agreed to pay             
         Plaza-HPD:  (1) A profit participation fee of 40 percent of all cash         
         proceeds from sales in excess of the total costs the partnership             
         incurred; and (2) a $750,000 overhead fee over 3 years.  The fees            
         paid to Plaza-HPD were distributed:  HPD--47.5 percent; Plaza--52.5          
         percent.                                                                     
              The following chart represents the organizational structure of          
         the Malibu Cedars project:                                                   










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