order, or exemption determination was obtained with respect to those lot sales. State the OILSR number of the request for exemption, if any.

C. Filings with U.S. Securities and Exchange Commission and State authorities.

1. If a Statement of Record or similar instrument for the subdivision has been filed in any State or States, list the State or States.

2. If any of the States listed in answer to figure 1 above has not permitted the filing to become effective or has suspended the filing, give reasons cited by the State and also the developer's reasons, if different from those cited by the State.

3. List the States in which you plan to offer your subdivision. State whether you have registered or plan to register with each of these States.

4. State whether the developer has made or intends to make a filing with U.S. Securities and Exchange Commission (SEC), which is related in any way to the subdivision. If a filing has been made with the SEC, give the SEC identification number; identify the prospectus by name; date of filing and state the page number of the prospectus upon which the specific reference to the subdivision is made.

5. State whether any of the persons named in part II. A. or B. of this statement of record other than those listed in C.4. above, have filed or been the subject of a filing related in any way to the subdivision with the SEC since April 28, 1969. If so, identify the person and state the date of filing and SEC identification number.

6. State whether any disciplinary action has been taken by the SEC with respect to any person identified with filings mentioned in subparts C.4. or C.5. above. If so, describe the action. Include in your description the names and addresses of the parties involved, the date of the action and the status and disposition thereof.

D. Supporting documentation.

1. General plan including a map or plat showing the total land owned or under option or other similar arrangement for acquisition of title to the land. Delineate thereon the land included in this offering, and the land upon which recreational and/or other common facilities will be located.

2. Copy of the property report, subdivision report, offering statement, or similar document filed with the State or States listed in C.1. above.

PART II. DEVELOPERS AND HOLDERS OF OWNERSHIP INTERESTS IN LAND, VIOLATIONS, BANKRUPTCIES AND LITIGATION

A. List the name and address and the type and extent of interest of each holder of any ownership interest in the land included in this offering. (Individual lot owners or lessees who have purchased or leased lots from the developer need not be listed.) If the holder is other than an individual, name the type of legal entity and list the interest

and the extent thereof, of each principal. For the purposes hereof, "principal” shall mean any person or entity having a 10 percent or more financial interest.

B. If the developer does not own an interest in the land, list name and address of each individual or entity having an ownership interest in the developer. If the developer is other than an individual, name the type of legal entity and list the interest, and the extent thereof, of each principal. For the purposes hereof, principal shall mean any person or entity having a 10 percent or more financial interest.

C. Violations, bankruptcies and litigation. 1. State whether any of the persons named in A. or B. have been disciplined, debarred, or suspended by any governmental body or agency or indicted or convicted by any court for violation of a Federal, State, or local law or regulation in connection with activities relating to land sales, land investment, securities sales, construction or sale of homes or home improvements or any other similar or related activity for which such official action was charged. If so, describe the action. Include in your description the names and addresses of the parties involved, the type and date of the action, and the status and disposition thereof.

2. State whether within the last 13 years any of the persons named in A, or B, above has filed a petition in bankruptcy or has had an involuntary petition in bankruptcy filed against him or been an officer or director of a company which has become insolvent or has voluntarily or involuntarily filed in bankruptcy. If sc, describe the action. Include in your description the petition number, names, and addresses of petitioners, trustee and counsel the name and address of any other parties involved, the date of the action, the name and location of the court where the proceeding took place or is being held and the status or disposition thereof.

3. List all current litigation of which the developer is aware which, individually or in the aggregate, may have a material effect upon the developer or subdivision. Describe each such action with particularity. Every development during the course of such litigation which may effect a material adverse change with respect to the developer or subdivision promptly should become the subject of an amendment.

D. Supporting documentation:

1. If the developer is a corporation, submit a copy of the articles of incorporation, with all amendments, and a list of the officers and directors of the corporation.

If the developer is a partnership, unincorporated association, joint stock company, or any other form of organization, submit copies of articles of partnership or association and all other documents relating to its organization.

If the holder of any ownership interest in the land being offered is a person or entity other than the developer, submit copies of the above documents for such holder. (For

purposes of this subpart D.1., it is not necessary to include the sales agent if the sales agent is a legal entity other than a holder of an ownership interest in the land.)

2. Submit a copy of the documents involved in the litigation or other action listed in paragraph C. above, if any. This includes but is not limited to copies of the following: 1. Complaint.

2. Answer.

3. Decision or other disposition.

PART III. IDENTITY OF INTEREST IN MORE THAN ONE FILING

A. Are any of the following directly or indirectly involved in any other subdivision: The holders of an ownership interest in the land; the developer; principals or officers in the holder or developer. If so, identify by subdivision name and location. If registered with OILSR, give the OILSR number or numbers.

B. State whether the developer is a subsidiary corporation. If so, identify the parent company by name and address and state whether the parent company or any of its subsidiaries are directly or indirectly involved in any other subdivision which has been filed with the Office of Interstate Land Sales Registration. If so, identify by subdivision name, location, OILSR number or numbers and date of filing. If not applicable, state "None."

C. Has a suspension order been issued by the Office of Interstate Land Sales Registration with respect to any statement of record identified in subpart A or B above? If so, identify the statement of record by its OILSR number. (Do not list suspension notices on preeffective statements of record and amendments.)

PART IV. TOPOGRAPHY, CLIMATE, NUISANCES, SUBDIVISION MAP, PERMITS AND LICENSES

A. Topography and physical characteristics.

1. Describe the general topography and physical characteristics of the subdivision; for example, level, hilly, rocky, etc.; loose sand, alkaline soil, etc.

2. State whether any of the lots or portions thereof, in the offering are covered by water at any time during the year or are subject to floods, hurricanes, tornadoes, earthquakes, mudslides, brushfires, forest fires, avalanches, volcanic eruptions, or other natural hazards.

The existence severity and frequency of natural hazards should be fully explained. If any of the natural hazards of the type illustrated in this paragraph are present, state whether the area in which the subdivision is located has been formally identified by any Federal, State, or local agency as being in an area subject to a special natural hazard and whether the area is or will be subject to any special land use requirements which will restrict development or entail unusual development or maintenance expense. Include in your answer a statement of whether the subdivision is affected by a flood plain, including

a 100 year flood plain, or is in an area designated to be flood prone as identified by the Federal Insurance Administration, U.S. Department of Housing and Urban Development, Washington, D.C. Describe the effect which such a flood plain will have on the lots in the offering. Identify the lots affected. If in an identified area of special flood hazards, state whether flood insurance is available for new construction in the area and if available, the extent to which it may be required by Federal agencies. State the approximate range of the cost of such insurance.

3. Is any part of the subdivision subject to any type of flood control easements?

4. Describe any unstable or expansive soil condition which will necessitate the use of special construction techniques. Identify the lots affected.

5. What percentage of the land will require fill before construction? If any, describe plans for fill, including composition and estimated cost to lot buyer or lessee.

6. With the exception of fill, what percentage of the land in the subdivision will require corrective work before construction of a one-story residential structure? If any, describe type of work and plans for correction, and state the estimated cost to buyer or lessee.

7. State elevation of the highest and lowest lots in the subdivision.

B. Climate and temperature.

1. Describe general weather conditions of the area.

2. State temperature ranges for summer and winter, including high, low, and mean. 3. State annual average rainfall and, if applicable, snowfall, in inches.

C. Nuisances.

1. Describe any on-site and off-site land uses which may affect the subdivision. Any unusual or unpleasant noises, odors, pollutants, or other nuisances should be specifically identified.

or

Examples of unusual noises which might affect the subdivision include proposed or existing industrial activity, airports other transportation facilities, animal pens, entertainment centers, or the like. Examples of unpleasant odors include noxious smoke, chemical fumes, stagnant ponds or marshes, slaughterhouses, and sewage treatment facilities. Any such conditions should be accurately described and fully explained identifying their origin and location and whether they are proposed or existing. If they are existing, state whether temporary (estimate duration) or permanent.

2. Do you know of any unusual safety factors or of any proposed plans, private or governmental, for construction of any facility which may create a nuisance or adversely affect the use of the land? Examples of unusual safety factors which could affect the subdivision include physical hazards such as dilapidated or abandoned properties, unsafe construction, air or vehicular traffic hazards, danger from fire or explosion, and radiation hazards. Any such con

ditions should be accurately described identifying their origin and location and whether they are proposed or existing. If they are existing, whether temporary (estimate duration) or permanent.

D. Subdivision map, permits and licenses. 1. State whether a subdivision map has been filed with and accepted for recording by local authorities. If so, give recording data.

2. Has each lot in the subdivision been surveyed?

3. Has each individual lot been staked or marked so that the buyer can identify the boundary lines of his lot? If not, state estimated cost to purchaser or lessee to obtain a survey and to have boundary lines staked or marked.

4. Will all streets shown on the tract map, if any, be public streets?

5. Has legal access been provided to each of the individual lots within the subdivision? 6. State minimum width of legal access to the lots.

7. State whether lot purchasers will be required to obtain a building permit before they will be able to construct on their lot. If so, identify the agency or entity from which the permit must be obtained.

8. Identify the Federal, State, and local agencies or similar organizations which have the authority to regulate or issue permits or licenses which may have a material effect on the developers' plans with respect to the proposed division of the land, facilities, proposed facilities, common areas, improvements or proposed improvements to the subdivision. Your answer shall specifically address itself to the areas of Environmental Protection Agencies, environmental impact statements. Corps of Engineers permits to construct, dredge, bulkhead, affect the flow of, or otherwise change or affect bodies of water within or around the subdivision. Also, include any permits or licenses issued or required by Water Resources Boards or Pollution Control Boards, River Basin Commissions, Conservation Agencies, or other similar organizations or entities. If no agency regulates the proposed division of the land or issues a permit or license with respect to facilities or improvements in the subdivision, so state. If you are exempt from the provisions of a statute which normally requires a permit or license, cite the specific provision of the statute under which you are exempt and state whether you have obtained an advisory opinion or similar document from that agency.

E. Supporting documentation.-1. Copy of an accurate map prepared to scale showing the dimensions of the lots and their relation to existing streets and roads. (To comply with this requirement, supply a map or maps which have been submitted to and approved by the local authorities as evidenced by the signatures of those authorities on the plats and which have been filed with the recorder of deeds or similarly constituted officer as evidenced by the notation of the -recordation information.) If the plat has not

been recorded, include a map prepared to scale, showing the proposed division, lot dimensions, and their relation to proposed and existing streets and roads. The unrecorded plat shall contain sufficient engineering data to enable a surveyor to locate the lots. The unrecorded plat should contain the approval of the local authorities.

a. The lot dimensions must be stated on the map in the standard unit of measure acceptable for such purposes in the political subdivision where the land is located.

b. Each of the lots and any common areas or facilities included or proposed to be included in the offering must be clearly delineated on the map.

c. Each page of the plat or plat map shall state the number of lots included in that page or map in the lower right-hand corner of the page.

d. Any encroachments or rights-of-way, on or over the land, should be shown or noted on the map.

e. If the land is described by metes and bounds, or by lands of adjoining owners, abutting streets, ways, etc., its boundaries should be defined on the map by courses, distances, and monuments, natural or otherwise, and the ownership and contiguous boundaries of adjoining lands and names of abutting streets, ways, etc.

f. If it is necessary to identify the land with U.S. patent or a State grant which is the source of title, a map of the land being offered should be superimposed on a copy of the map of the U.S. survey or State grant.

g. If the land being offered is part of a larger tract described in an abstract, it should, when necessary for its identification, be shown drawn to a common scale on a map showing the larger tract and any successive diminishing tracts.

h. Flood plains and/or any flood control easements which affect the subdivision shall be identified and clearly delineated on the plat map.

1. The map shall be prepared by a licensed surveyor or engineer.

J. The plat or map shall be sufficient to enable the Secretary to locate the lots described in part 1.B.3. of this section, the title evidence, part V of this section and item 2.b. of the property report, as well as any common facilities or recreational areas mentioned or identified in the statement of record and property report.

2. Copy of the current Geological Survey topographic map or maps of the largest scale available from the U.S. Geological Survey, Washington, D.C., with an outline of the subdivision and this offering clearly indicated thereon. The map must be a copy obtained from the U.S. Geological Survey. Photo or Xerox copies made by the developer are not acceptable.

3. Submit a copy of the permits or licenses or advisory opinions or similar documents obtained from the agencies or similar organizations identified in your answer to paragraph D.8. above.

PART V. CONDITION OF TITLE, ENCUMBRANCES,

DEED RESTRICTIONS AND COVENANTS

A. State condition of the title to the land comprising the lots in this offering and any common areas or facilities related to or included in this offering. The statement shall include all encumbrances, easements, covenants, conditions, reservations, limitations, or restrictions applicable thereto. This requirement may be met only by submission of title evidence in the form of (1) an original or copy of a fee or owners policy of title insurance, a guaranty or guarantee of title, or a certificate of title or similar instrument issued by a title company, duly authorized by law to issue such instruments in the State in which the subdivision is located; or (2) a legal opinion, stating the condition of title, prepared and signed by an attorney at law experienced in the examination of titles and a member of the Bar in the State in which the property is located.

The title evidence shall be dated as of a date no earlier than 20 business days preceding the date of this filing and shall include:

1. An adequate legal description acceptable to the political subdivision for conveyancing of the land included in this offering. The title evidence shall include a separate legal description of the property upon which there is or will be located any common areas or facilities which will be known or advertised as being available for the benefit or use of purchasers of lots. The legal description shall specifically identify as individual parcels each of the lots included in this offering. If the filing is based on a proposed division of the land, the title evidence shall include a description of the perimeters of the proposed division of the land. If at the time of recordation or transfer, the legal description furnished herewith is discovered to be in error or is changed, an amendment must be filed correcting the statement of record. The legal description shall reference the plat maps included in the statement of record in answer to part IV. E.1. and specifically state. the status of the legal and equitable title with respect to the land included within those plats. The reference to the recorded plat maps shall be a sufficient legal description if those plats clearly delineate the lots and any common areas or facilities. Reference to a proposed plat shall be a sufficient legal description if those plats clearly delineate the lots and any common areas or facilities and include an accurate description of the perimeters of the proposed division of the land.

2. The name of the person(s) or other legal entity (ies) holding fee title to the property described.

3. The name of any person(s) or other legal entity (ies) holding a leasehold estate or other interest of record in the property described.

4. A listing of any and all exceptions or objections to the title, estate or interest of the person(s) or legal entity (ies), referred

to in 2 or 3 above, including any encumbrances, easements, covenants, conditions, reservations, limitations, restrictions of record. (Any reference to exceptions or objections to title shall include specific references to the instruments in the public records upon which the exception is based.) When an objection or exception to title affects less than all of the property included in this offering, the title evidence should specifically note which lots are affected.

5. Copies of all instruments in the public records specifically referred to in 4 above. (Abstracts of such instruments are acceptable if prepared by an attorney or professional or official abstracter qualified and authorized by law to prepare and certify to abstracts and if the abstracts contain the material portion of the recorded instruments to determine the nature and effect of such instruments.)

6. The title evidence shall include or be accompanied by a map, plat or plan, exhibit IV.E.1. of the statement of record, based on a survey or a scale map of the proposed lots offering prepared by a licensed surveyor or engineer, sufficient to enable the Secretary to locate the lots described in the title evidence. If the map is proposed, the title evidence shall so state.

7. The title evidence shall include a statement as to whether there is a holder of an ownership interest in land other than the developer. If So, include documentation which evidences the developer's authorization to develop and/or sell the land.

8. State whether the blanket encumbrances, if any, contain release provisions. State the legal sufficiency of those release provisions with respect to the protection of lot purchasers. State whether those rights are personal in nature and may be cut off by a foreclosure purchaser or whether they run with the land. State whether the release provisions are a matter of public record. If so, list the recordation data. If an escrow or trust arrangement is to be used, include a copy of the escrow or trust agreement and any instructions under which the escrow agent or trustee will proceed.

9. The title evidence shall include a search of all of the public records which may contain documents which would affect the title to the land. The title evidence shall state the public records which were searched. The search shall include anything which would affect the developers ability to deliver marketable title and must include but need not be limited to the following:

a. The records of the recorder of deeds or similar authority.

b. U.S. Internal Revenue liens.

c. The records of the circuit, probate, or other courts including Federal courts and bankruptcy or reorganization proceedings which have jurisdiction to affect the title to the land.

d. The tax records.

e. Financing statements filed pursuant to the Uniform Commercial Code or similar law.

If it is held that the financing statements do not affect the title to the land, include a statement of the legal authority for that opinion.

Where the title evidence is dated earlier than 20 days prior to the date of filing, the requirement for a statement of the condition of title may be met by submitting that evidence together with an attorney's opinion of title covering the period from the date of the title evidence to a date no earlier than 20 business days preceding the date of the filing. The attorney's opinion shall be prepared and signed by an attorney at law experienced in the examination of titles and a member of the Bar in the State in which the property is located.

B. Describe and furnish copies of any instrument, not of public record, known to the developer, which if recorded would affect the condition of title. (Copies of instruments to individual lot owners or lessees who have purchased or lease lots from the developer need not be described or furnished.)

C. State the consequences for an individual purchaser of a failure, by the person or persons bound, to fulfill obligations under any instrument or instruments, referred to under A or B above, which create a blanket encumbrance upon the property, or any portion thereof, described under A, above.

D. Describe and furnish copy (ies) of any trust deed(s), deed(s) in trust, escrow agreement (s) or other instrument(s) which purport to protect the purchaser in the event of default by the person or persons bound to fulfill obligations under any instrument or instruments, referred to under A or B, above, which create a blanket encumbrance upon the property or any portion thereof, described under A, above.

PART VI. GENERAL TERMS AND CONDITIONS or OFFER, PROPOSED RANGE OF SELLING PRICES OR RENTS

A. Summarize the terms and conditions of the offer and of the contract of sale or lease. The summary must include, but shall not be limited to:

1. A statement of the terms of release of lots from the blanket encumbrance, if the subdivision, or any portion thereof, is subject to a blanket encumbrance. If there is no provision for release, describe any legal steps taken to protect the purchaser or lessee in the event the obligor on the blanket encumbrance defaults.

2. A statement of the disposition which will be made of earnest money or good faith deposits and downpayments or other payments received from buyers or lessees including any steps taken to protect the buyer or lessee in the event the seller or lessor does not perform his obligations under the contract.

3. A statement of the disposition which will be made of earnest money or good faith deposits and downpayments and other payments received from buyers or lessees who default under the terms of the contract.

4. A statement regarding the existence of any qualifications or exchange provision in any contract or agreement by which a seller may withdraw his offer subsequent to acceptance by a purchaser, such as cancellation by a seller as a result of a prior sale, or as a result of a purchaser's failure to qualify with any eligibility requirements established by the developer or any other qualifying body.

5. A statement regarding any provisions by which lots are assigned or designated after purchaser executes the sales contract. State any provisions or practices by which the purchaser may exchange his lot for another lot. State any provisions which offer the purchaser either a full or partial refund or refund which may only be applied toward the purchase of another lot.

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6. State the method of sale to be employed, 1.e., cash, installment, mortgage, deed trust, or similar arrangement. State the proJected time of transfer of title. If the deed will be recorded at the time of transfer of title, state who will be responsible for recordation. If not recorded at the time of the transfer of title state whether the contract or deed will be recorded. If it is to be recorded, state when and by whom. State the term of the installment payments and the annual interest rate charged.

7. State whether you anticipate that any of the instruments used in the process of completing the sale to a lot purchaser will be assigned, pledged, factored, or discounted by the developer.

8. State whether the developer proposes to resell purchasers lots for them or whether purchasers must sell the lots independently. B. State the range of selling prices or rents for lots in the subdivision.

C. Supporting documentation.

1. A copy of all forms of contracts or agreements to be used in selling or leasing lots. The contracts or agreements, including promissory notes, must contain the following language in bold face type (which must be distinguished from the type used for the rest of the contract) on the face or signature page above all signatures:

You have the option to void your contract or agreement by notice to the seller if you did not receive a Property Report prepared pursuant to the rules and regulations of the Office of Interstate Land Sales Registration, U.S. Department of Housing and Urban Development, in advance of, or at the time of your signing the contract or agreement. If you received the Property Report less than 48 hours prior to signing the contract or agreement, you have the right to revoke the contract or agreement by notice to the seller until midnight of the third business day following the consummation of the transaction. A business day is any calendar day except Sunday and the following business holidays: New Year's Day, Washington's Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving and Christmas.