Private Offering Memorandum November 14, 2011

IRONKEY DEVELOPMENT LLC

400 Class A Membership InterestsPurchase Price: $25,000 per Class A Membership Interest

Minimum Offering $500,000Maximum Offering $10,000,000

Minimum Purchase: 1 Class A Membership Interest ($25,000)

CONFIDENTIAL SUMMARY PRIVATE OFFERING MEMORANDUM

IronKey Development LLC (the “Company” or the “Offeror”) is a Florida limited liability company which was recently established to develop real estate in Southeast Florida.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE BUYING THESE SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS MEMORANDUM IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL

OFFENSE.

OfferingPrice

Selling Agent'sCommission (1)

Proceeds to the Company

Per Class AMem. Interest

$25,000 $0.00 $25,000

TotalMinimum Total Maximum

$500,000$10,000,000

$0.00$0.00

$500,000$10,000,000

This Offering is being made on a "best efforts" basis. The Class A Membership Interests will be offered until November 14, 2013.

THIS INVESTMENT IS AVAILABLE ONLY TO PERSONS WHO ARE "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(a) OF REGULATION D ("REGULATION D") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS

SPECIMENSPECIMEN

AMENDED (THE "1933 ACT"), AND WHO MEET CERTAIN SUITABILITY STANDARDS ESTABLISHED BY THE COMPANY. SEE "INVESTMENT RESTRICTIONS" AND "INVESTOR SUITABILITY" AND THE SUBSCRIPTION AGREEMENT ATTACHED AS EXHIBIT "D" HERETO WITH RESPECT TO CERTAIN REPRESENTATIONS AND WARRANTIES WHICH AN INVESTOR WILL BE REQUIRED TO MAKE.

This Memorandum has been prepared by our management for distribution to a limited number of sophisticated persons who are "accredited investors" and who meet certain suitability standards as described above to assist them in evaluating a proposed investment in the securities offered hereby. See "Investor Suitability."

We will make available to each prospective investor or to his investment representative, or both, prior to consummation of an investment in the securities offered hereby, the opportunity to confer with our management and to review all documentation and information relating to our business activities, as may be reasonably requested of management by any of such persons.

This Memorandum does not constitute an offer or solicitation to any person in any state or jurisdiction in which such an offer or solicitation is not authorized. This Memorandum does not constitute an offer to any person other than the person to whom this document has been issued. Offers may be made only to persons deemed eligible for investment in the securities under criteria established by our management. No eligible person will be permitted to invest in our securities except pursuant to approval by the Company.

Any reproduction or redistribution of this Memorandum in whole or in part or the divulgence of any of its contents without the prior written approval of the Company is expressly prohibited. No person is authorized to give any information or make any representation not contained herein or in any exhibit attached hereto. Any information or representation not contained herein or in any such exhibit should not be relied upon.

THE SECURITIES OF THE COMPANY ARE NOT CURRENTLY TRADED ON ANY PUBLIC MARKETS.

THE SECURITIES BEING OFFERED HEREBY ARE NOT REGISTERED UNDER THE 1933 ACT AND HAVE BEEN ISSUED IN RELIANCE ON THE EXEMPTIONS FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE 1933 ACT AND REGULATION D. ABSENT REGISTRATION UNDER THE 1933 ACT THE SECURITIES OFFERED HEREBY WILL NOT BE PUBLICLY SALEABLE FOR AT LEAST ONE YEAR FROM THE CONSUMMATION OF THIS OFFERING. NO ASSURANCE CAN BE GIVEN, HOWEVER, THAT ANY EXEMPTION FROM REGISTRATION FOR THE PUBLIC SALE OF THE UNDERLYING STOCK WILL BE AVAILABLE TO PURCHASERS OF THE SECURITIES OFFERED HEREBY AFTER

SUCH ONE-YEAR PERIOD. SEE "RISK FACTORS" AND "REGISTRATION RIGHTS."

STATEMENTS IN THIS MEMORANDUM ARE MADE AS OF THE DATE HEREOF UNLESS STATED OTHERWISE AND NEITHER THE DELIVERY OF THIS MEMORANDUM AT ANY TIME, NOR ANY SALE MADE IN CONNECTION WITH THIS OFFERING, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX OR INVESTMENT ADVICE. INVESTORS SHOULD CONSULT THEIR OWN COMPETENT COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE SECURITIES. THIS MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR CONTAIN ALL THE INFORMATION, WHICH A PROSPECTIVE INVESTOR MAY REQUIRE TO EVALUATE AN INVESTMENT IN THE SECURITIES BEING OFFERED HEREBY. PROSPECTIVE INVESTORS ARE ADVISED OF THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE MAKING AN INVESTMENT IN THE SECURITIES.

NEITHER THE COMPANY NOR THE SELLING AGENTS MAKES ANY REPRESENTATION TO ANY INVESTOR OR PURCHASER OF THE SECURITIES OFFERED HEREBY REGARDING THE LEGALITY OF AN INVESTMENT THEREIN BY SUCH INVESTOR OR PURCHASER UNDER APPLICABLE LEGAL, INVESTMENT OR SIMILAR LAWS OR REGULATIONS.

THE COMPANY WILL PROVIDE INVESTORS, PRIOR TO THE SALE OF THE SECURITIES, WITH THE OPPORTUNITY TO ASK QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION WHICH THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF PROSPECTIVE INVESTORS INTERESTED IN THE PROPOSED PRIVATE PLACEMENT OF THE SECURITIES. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN SUCH PROSPECTIVE INVESTOR AND THOSE PERSONS RETAINED TO ADVISE SUCH PROSPECTIVE INVESTOR WITH RESPECT THERETO IS UNAUTHORIZED, AND ANY REPRODUCTION OF THIS MEMORANDUM OR RELATED DOCUMENTS, IN WHOLE OR IN PART, IS PROHIBITED. EACH PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN IT AND ALL OTHER DOCUMENTS RECEIVED IN CONNECTION WITH THIS OFFERING TO SELLING AGENTS IF SUCH PROSPECTIVE INVESTOR DOES NOT PURCHASE ANY OF THE

SECURITIES, OR IF THE OFFERING IS TERMINATED OR IF THE INVESTOR'S SUBSCRIPTION IS NOT ACCEPTED.

THIS OFFER CAN BE WITHDRAWN AT ANY TIME BEFORE ACCEPTANCE OF A SUBSCRIPTION FROM AN INVESTOR BY THE COMPANY, AND THIS OFFER IS SPECIFICALLY CONDITIONED UPON THE TERMS DESCRIBED IN THIS MEMORANDUM. IN ORDER TO CONSUMMATE A SUBSCRIPTION FOR THE PURCHASE OF SHARES FROM THE COMPANY, AN INVESTOR WILL BE OBLIGATED TO EXECUTE AND DELIVER TO THE COMPANY A SIGNED SUBSCRIPTION AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART.

FOR STATE LAW NOTICES, PLEASE SEE EXHIBIT A

THIS MEMORANDUM CONTAINS CERTAIN STATEMENTS PROVIDED BY THE COMPANY WITH RESPECT TO THE COMPANY'S FUTURE PERFORMANCE, INCLUDING CERTAIN STATEMENTS REGARDING THE COMPANY'S FINANCIAL PERFORMANCE, BUSINESS STATISTICS, BUSINESS STRATEGIES AND PLANS OF OPERATION. SEE "RISK FACTORS." SUCH STATEMENTS REFLECT VARIOUS ASSUMPTIONS BY THE COMPANY CONCERNING ANTICIPATED RESULTS, WHICH MAY OR MAY NOT PROVE TO BE CORRECT. NO REPRESENTATIONS ARE MADE AS TO THE ACCURACY OF SUCH STATEMENTS. ANY STATEMENTS THAT ARE NOT BASED ON HISTORICAL FACTS ARE DEEMED TO BE FORWARD-LOOKING STATEMENTS, AS THE TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD- LOOKING STATEMENTS ARE SUBJECT TO MANY UNCERTAINTIES AND RISKS. SEE "RISK FACTORS."

OFFERING AND PLAN OF DISTRIBUTION

IronKey Development LLC (“Ironkey Development”, the “Company” or the “Offeror”) is a Florida limited liability company which was established on October 17, 2011 for the purpose of purchasing distressed real estate in Southeast Florida, renovating the properties to Federal Housing and Urban Development (“HUD”) standards, renting the properties with a 100% HUD direct payment and subsequently selling the properties (the “Business”). The Manager of the Company is MASCO Management, Inc., a Florida corporation (“MASCO Management”), the principal and president of whom is Stewart A. Merkin. The address of the Company is Suite 300,444 Brickell Avenue, Miami, Florida 33131.

The Company has the authority to issue 400 Class A Membership Interests and 100 Class B Membership Interests. 100 Class B Membership Interests will be owned by Ameristar Properties LLC a Florida limited liability company, (“Ameristar Properties”), the principals and managers of whom are Adrian Lee and Carmine Savoca. Up to 400 Class A Membership Interests will be sold in this Offering. The Class A Membership Interests will have certain limited voting rights. The Class B Membership Interests will have no voting rights with respect to the operations of the Company.

The Manager will have operational control of the Company. Ameristar Properties will make all decisions with respect to the purchase, renovation, management and sale of the properties as more fully described below. The agreement entered into between the Company and Ameristar Properties defining the rights and obligations of the parties is attached as Exhibit B. In the event that a Florida real estate broker is utilized for any purchase or sales transaction, the Company will engage Gilkin Properties, Inc., a registered Florida real estate broker, of which Stewart A. Merkin is the broker of record.

The funds will be held by Stewart A. Merkin Esq., Law Office of Stewart A. Merkin, P.A., Suite300, 444 Brickell Avenue, Miami, Florida 33131, as escrow agent in a non-interest bearing escrow account at Northern Trust Bank of Florida NA, 700 Brickell Avenue, Miami, Florida33131, until the offering has been subscribed pending the earlier of (i) the admission of subscribers to the Membership as Members or (ii) the termination of the Offering. Unless subscriptions are received and accepted for the Offering of 20 Class A Membership Interests by November 14, 2013 (or not later than 90 days thereafter, if so extended) including subscriptions by the Manager, the subscribed funds will be returned to the Investors.

In the event that the Company sells more than 20 Membership interests but less than 400 willMembership Interests in this Offering and therefore the Company receives less than$10,000,000, funds will be released upon receipt by the Escrow Agent to the Company in increments of $500,000. In the event this cannot be accomplished by November 14, 2013 (or not later than 90 days thereafter, if so extended), all of the funds will be returned to investors. Additionally, if there is less than $500,000 with the Escrow Agent after increments of $500,000 have been released, such funds will be released to the Company on November 14, 2013 (or not later than 90 days thereafter, if so extended).

In order to subscribe to the Offering, each potential investor must have executed, completed and submitted a copy of the Subscription Agreement, the form of which is attached as Schedule I. Each potential investor must also remit cash in the amount of $25,000 for each Class A Membership Interest subscribed for. All of the aforementioned must be sent to the Company.

By executing a Subscription Agreement, an Investor is thereby agreeing to all of the terms and conditions of the Operating Agreement, the form of which is attached as Exhibit C hereto.

Any subscriptions not rejected on or before November 14, 2013 (or on or before 90 days thereafter, if so extended) will be accepted and the Investors will be admitted as Members provided the terms of the Escrow Agreement are fulfilled (at least 50 Class A Membership Interests having been subscribed for and accepted.)

Investors should not construe the contents of this Memorandum or any written or oral communications from the Company, the Manager, or its employees, agents or Affiliates as tax, legal or accounting advice. Investors are encouraged to consult their own independent legal counsel in connection with their rights and obligations relating to an investment in the Membership.

INVESTOR SUITABILITY

A substantial number of state securities commissions and securities industry associations have established investor suitability standards for the marketing within their respective jurisdictions of private offerings of securities. Some have also established minimum dollar levels for purchases in their states. There are several apparent reasons for these standards, including, among others, the speculative nature of such offerings and the relative lack of liquidity of securities sold in such offerings as compared with other securities investments. Additionally, there is concern about the sophistication of investors and their ability to sustain the loss of their investment in the event a transaction is not successful. Moreover, the sale of such securities offered hereby is further limited by the 1933 Act and various state laws. See "Investment Restrictions."

This offering is not a public offering and is made pursuant to the exemptions from registration afforded Section 4(2) of the 1933 Act and Regulation D. No offering of the securities will be knowingly made or any such securities sold to anyone other than to "accredited investors" as such term is defined in Rule 501(a) of Regulation D. The definition of an "accredited investor" is set forth below under this caption. Each potential investor must complete the Investor's Questionnaire contained in the Subscription Agreement for review by management in order to determine suitability.

An investor should understand that the purchase of the securities offered hereby is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (a) an investor may not be able to liquidate his investment in the event of an emergency; (b) transferability is extremely limited; and (c) an investor could sustain a complete loss of the entire investment.

The term "accredited investor" refers to any person or entity that comes within any of the following categories, or who our management reasonably believes comes within any of the following categories, at the time of the sale of Shares to such investor:

(1) Any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the 1933Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees if such plan has total assets in excess of$10,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $10,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust or Company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $500,000;

(4) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000, exclusive of his or her personal residence;

(5) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(6) Any trust with total assets in excess of $500,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and

(7) Any entity in which all of the equity owners are accredited investors under paragraphs (1), (2), (3), (4), (5) or (6).

RISK FACTORS

AN INVESTMENT IN SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND OTHER INFORMATION IN THIS MEMORANDUM BEFORE DECIDING TO INVEST IN THE SECURITIES.

IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. THE INFORMATION IN THIS MEMORANDUM IS COMPLETE AND ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS MEMORANDUM, BUT THE INFORMATION MAY CHANGE AFTER SUCH DATE.

Forward Looking Statements

The words "may," "will," "expect," "anticipate," "believe," "continue," "estimate," "project," "intend," and similar expressions used in this prospectus are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events. You should also know that such statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions. Should any of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may differ materially from those included within the forward-looking statements.

General Risks

The purchase price of the Class A Membership Interests was set unilaterally by theCompany and may not bear any relation to their actual value.

The Company set the purchase price of the Class A Membership Interests. The purchase price of the Class A Membership Interests may not bear any relation to their actual value. Among the factors considered in determining the price were estimates of the prospects of IronKey Development and the background of the Company’s management. However, there is not necessarily any relationship between the purchase price of the Class A Membership Interests and the Company’s assets, earnings, book value or any other objective criteria of value.

There is no trading market for the Company’s Class A Membership Interests.

There is no trading market for the Company’s Class A Membership Interests nor is it anticipated

that a public trading market will develop for the Class A Membership Interests offered hereby. Members may not, therefore, be able to liquidate their investments in the event of an emergency. In addition, Class A Membership Interests may not be readily accepted as collateral for loans. Also, the Manager may not permit an assignee of Class A Membership Interests to become a substituted Member. Consequently, the purchase of Class A Membership Interests should be considered only as a long-term investment.

The Company is making a “mini-max” offering of the Class A Membership Interests with a minimum offering amount of $500,000 and a maximum offering amount of $10,000,000. If the Company does not raise the maximum of $10,000,000 it is seeking to raise in this Offering, the Company may be forced to reduce its level of activity.

Because the Company is making a “mini-max” offering of the Class A Membership Interests with a minimum offering amount of $500,000 and a maximum offering amount of $10,000,000, the Company may not raise the maximum of $10,000,000 it is seeking to raise in this Offering and the Company may be forced to reduce its level of activity.

The Offering is being conducted on a “best efforts” basis and no broker-dealer has an obligation to purchase Class A Membership Interests that are not subscribed for by investors.

The Offering of the Class A Membership Interests is being conducted on a “best-efforts” basis by the Company. There is no assurance that the Company will reach the maximum offering amount, which may result in the Company’s total business plan not being implemented.

All decisions with respect to the management of the Company will be made exclusively by the Manager. All decisions with respect to the properties purchased by the Company will be made by Ameristar Properties.

All decisions with respect to the management of the Company will be made exclusively by the Manager. All decisions with respect to the properties purchased by the Company will be made by Ameristar Properties. The success of the Business will, to a large extent, depend on the quality of the management of the Company and Ameristar Properties. Although Messrs. Lee and Savoca have business experience to supervise the management of the Company and its properties, there can be no assurance that they will perform adequately or that the Business will be successful. Members will have no right or power to take part in the management of the Company. Accordingly, no person should purchase any of the securities offered hereby unless the Prospective Purchaser is willing to entrust all aspects of the management of the Company and its properties to Messrs. Lee and Savoca and has evaluated their capabilities to perform such functions.

If the Company loses key management personnel, it may not be able to successfully develop the real estate.

The Company’s future performance depends substantially upon the continued services of Messrs.

Lee and Savoca and other key personnel. Because the Company has a relatively small number of key employees, its dependence on retaining them is particularly significant. The Company does not maintain “key man” insurance on any of these individuals and the loss of their services could adversely affect the Company’s prospects.

There are risks regarding tax considerations.

In evaluating the purchase of Class A Membership Interests as an investment, a Prospective Purchaser should consider the tax risks thereof, including (i) the possible reallocation of net income and net loss and credits; (ii) the tax liability resulting from a sale or other disposition of such Purchaser’s Class A Membership Interests, or a sale or other disposition of the real estate, including income, a portion of which may be taxed at ordinary income rates; (iii) the risk that the Company will be treated as an association taxable as a corporation for Federal income tax purposes;

The Company indemnifies management, which may reduce or deplete the assets of theCompany.

The Operating Agreement provides that under certain circumstances the Managers will be indemnified by the Company for any liabilities or losses arising out of such Managers’ activities in connection with the Business. Indemnification under such provision could reduce or deplete the assets of the Company.

The Company may require additional capital which may impact its ability to carry out its business strategy.

The Company may require additional capital, and financing may not be available when needed or may not be available on terms favorable or acceptable to the Company. Failure to secure additional financing, if and when needed, may have a material adverse effect on the Company's ability to implement its proposed business strategy.

There has been no independent review of this Offering Memorandum.

Because this Offering is a private offering, this Offering Memorandum has not been reviewed by the SEC or by any state securities commissions. Such review could have resulted in additional disclosure or disclosures involving a different format or substance from those set forth herein.

Substantially all of the Financial Burden of the Company will be on the Members.

Substantially all of the financial risk of the Company's business activities will be borne by the prospective investors who purchase interests in the Company.

All of the terms and conditions of the Operating Agreement were determined by management without any independent analysis.

The terms and conditions of the Operating Agreement were determined by Management and should not be considered to have been negotiated at arm's length.

In the event of dissolution or termination of the Company, Members may suffer losses.

In the event of dissolution or termination of the Company, the proceeds realized from the liquidations of assets or termination, if any, will be distributed to the members, but only after the satisfaction of the claims of creditors. Accordingly, the ability of a member to recover all or any portion of his/her investment under such circumstances would depend on the amount of funds so realized and claims to be satisfied therefrom. Additionally, the members will be subject to tax on their distributive share of the gain, if any, measured by the difference between the sales price received and the adjusted basis of the Property sold. It is possible, depending on market conditions, that the dissolution or termination of the Company may not generate cash sufficient to cover the members' tax liabilities.

The transferability of Class A Membership Interests is restricted.

Prospective investors should be fully aware of the possible long-term nature of an investment in the Securities. If, as a result of some change in circumstances arising from an event not now contemplated, a member wishes to transfer the Securities, such member will, most likely, find no market for the Securities, and it is not anticipated that any public market will develop for the purchase and sale of the Securities. Consequently, Investors will probably not be able to liquidate their investment in the event of an emergency, and such Securities are not usually accepted as collateral for loans.

There has been no registration for the sale of any of the securities under Federal or state securities laws.

Prospective investors must recognize that the offer and sale of Securities pursuant to this memorandum have not been and will not be registered under the 1933 Act or under the securities laws of any state, by reason of specific exemptions from registration under such laws. Thus, prospective Investors cannot rely upon regulatory authorities having reviewed the terms of this offering.

Real Estate Industry Risks

There are certain risks associated with real estate ownership.

The Company's investments in property will be subject to the risks generally incident to the ownership of real property, including the uncertainty of cash flow to meet fixed and other obligations, adverse conditions in national or local economic conditions and other factors which are beyond the control of the Company.

A change of interest rates could impact the Company’s business plan.

A significant increase or decrease in the prime lending rate could impact the real estate market in which the Company intends to operate and could increase or decrease the Company's profitability and the market for the sale of properties which it purchases.

There are certain risks inherent with Florida real estate market.

The Company intends to invest in real-estate investment properties in Florida that offer opportunities to create value. The Florida real-estate market has had a history of volatility and is subject to many factors including, but not limited to, the national and international economies and real estate markets, tourism, the political situation in Central and South America and weather factors, including the fact that Florida is subject to hurricanes. There’s no assurance that these factors will be favorable during the term of the Company or that the types of properties in which the Company intends to invest will result in profits to the Company.

There can be no assurance that the assumptions underlying appraisals of property will be correct.

The Company will conduct its own appraisals or comparative market analysis (CMA) for properties, which it may purchase. There can be no assurance that the assumptions underlying such appraisals/CMAs will be correct and prospective investors should be aware that there are different techniques among appraisers/real estate agents and that different appraisers/real estate agents may arrive at different valuations.

There is no assurance of property appreciation, company profit or cash distributions.

There is no assurance that the properties, which the Company may purchase, will be sold at a profit or when or whether cash receipts will be available for distribution to the Prospective investors. Cash distributions made from the Company may not be sufficient to pay the income taxes, if any, resulting from Company income, and the prospective investors may have income tax liabilities in years in which there are no cash distributions from the Company. The marketability and value of the properties purchased by the Company will depend on many factors beyond the control of the Company and Management.

Members may have to report and pay tax on income without receiving contemporaneous cash distributions, even if the Company is profitable.

The Operating Agreement authorizes Management to establish and maintain reserves for working capital, taxes, insurance and other costs and expenses. The use of revenues for such purposes may delay receipt by the prospective investors of available cash distributions from the Company, and may require the members to report and pay tax on income without receiving contemporaneous cash distributions, even if the Company is profitable. This could happen if the reserve cash is in excess of depreciation deductions. Each prospective investor should consult with his/her tax advisory professional on this matter.

Certain of the Managers have engaged and may engage in other real estate projects for their own account which may present certain conflicts of interest.

Certain of the Managers have engaged and may engage in other real estate projects for their own account. They may form additional companies or other investment vehicles to engage in real estate investments and activities similar to those of the Company. Management assures that while it is purchasing property of a specific nature for this pool of funds, it will only be dealing in those types of properties for this entity.

There can be no assurance that there will be a substantial return on the investment.

No assurance can be given that a prospective investor will realize a substantial return on his/her investment, or any return at all, or that he/she will not lose his/her investment altogether. Therefore, each investor should carefully read, review and analyze this Memorandum, including the attached exhibits.

There is much competition in the business of real estate.

Management believes that there are other companies or entities, which are or will be engaged in the same or similar business as the Company, many of which may have greater financial resources than the Company. Such competition could adversely affect the economic prospects of the Company.

Real estate investments are not liquid.

Liquidity relates to the ability of the Company to sell its real estate investments in a timely manner at a price that reflects the fair market value of that property. The liquidity of most of our investments may adversely affect the ability of us to dispose of such properties in a timely manner and at a fair price at times when we deem it necessary or advantageous. The valuation of real estate investments in our portfolio will be determined in good faith by Management in the absence of readily ascertainable market values. The estimated values may differ significantly from actual values and the differences could be material.

The Company has no agreements for the purchase of any real estate.

Management has no arrangements, agreements or understandings with respect to any real estate investments in which the Company will be initially investing. There can be no assurance that Management will be successful in consummating any investments. Additionally, there can be no assurance that Management will be successful in identifying and evaluating real estate investments in which to invest or that they will be able to negotiate any arrangements or investments on terms favorable to the Company.

USE OF PROCEEDS

The maximum net proceeds from the sale of the Class A Membership Interests of the Company is $10,000,000 if the maximum number of Class A Membership Interests is sold and $500,000 if the minimum number of Class A Membership Interests is sold. In the event this cannot be accomplished by November 14, 2013 (or not later than 90 days thereafter, if so extended), all of the funds will be returned to investors. The proceeds of the funds from this Offering will be used approximately as follows:

Amount Received by Company:

The estimated use of proceeds will be

$10,000,000 $5,000,000 $500,000

approximately as follows:

Professional Fees(Accounting, legal, financial advisors) 600,000 300,000 30,000

Real Estate(purchase as defined herein) 9,400,000 4,700,000 470,000

$10,000,000 $5,000,000 $500,000

The use of proceeds set forth herein is an estimate. Management reserves the right to modify the amount spent in each category in its sole discretion.

THE SOUTHEAST FLORIDA REAL ESTATE MARKET

Southeast Florida is comprised of a tri-county area located on the southern tip of the state. This will area consists of Broward, Miami-Dade and Palm Beach Counties. The main cities within each county are Fort Lauderdale in Broward County, Miami in Miami-Dade County and West Palm Beach in Palm Beach County.

The following is a brief overview of each county within the Southeast Florida region:

Broward County

Broward County covers roughly 25 miles from north to south and 48 miles from east to west, incorporating approximately 1,197 square miles. Roughly 410 square miles are developable and development is rapidly approaching the western boundaries of the county. This trend has become very noticeable during the last decade; especially as new transportation routes have been designed and built in the western areas of the county. Although land is still available for

development, it is becoming more and more scarce with most of the prime sites already having been acquired. Certain areas in the western portion of the county have been designated Conservation Areas because of the Everglades National Park and the surrounding Everglades. This area consists of low wetlands that support numerous species of wildlife, some of which could only survive under the unique characteristics of the area. Broward County is also the home of the 165 square mile Seminole Indian Reservation located in the southern portion of the county.

Miami-Dade County

Miami-Dade County has incorporated approximately 1,955 square miles and is the third largest county in terms of area in the state, behind Palm Beach and Collier Counties. Development in Miami-Dade County is rapidly approaching the western limits. This trend has become very noticeable during the last decade, especially as new transportation routes have been designed and built in the western areas of urban Miami-Dade County. Although land is still available for development, it is becoming more and more scarce with most of the prime sites already having been acquired. Certain areas in the western portion of the county have been designated for Indian reservation, wildlife management, conservation, national parks and game refuges. The presence of wetland areas does not interfere with the desirability of the county as a major tourist and retirement center and, in fact, adds somewhat to the allure of the area.

Palm Beach County

Palm Beach County has approximately 40 miles of coastline along the Atlantic Ocean and is roughly 50 miles east and west, incorporating approximately 1,993 square miles. Palm Beach County is the largest county in terms of area in the state. For the past two decades, the majority of developmental activity has been situated west of the lntercoastal Waterway and is characterized by sprawling residential communities, shopping centers and office parks. Congestion along the east/west corridors has followed this westward expansion trend. Palm Beach County has a much greater availability of land for most types of urban development. Certain areas in the western portion of the county have been designated for wildlife management, conservation, and national park and game refuge. The presence of wetland areas does not interfere with the desirability of the county as a major tourist and retirement center and, in fact, adds somewhat to the allure of the area.

Population Growth and Statistics

South Florida accounts for approximately 31% of the State of Florida’s entire population, with Miami-Dade, Broward and Palm Beach Counties representing the top 3 counties in state. The following table shows population totals for South Florida in relation to the state of Florida as reported in the 2011 Florida Trend Economic Yearbook:

Employment

As of August of 2011, unemployment rates in Broward County were 10.4%, 12.9% forMiami-Dade County and 12.3% for Palm Beach County (United States Department of Labor).

The following are the top 5 employers for each county of the South Florida region:

Broward County Miami-Dade County Palm Beach CountyPublic Schools Public Schools Public Schools

County Government County Government County GovernmentPublix Supermarkets State of Florida Intracoastal Health Systems

N. Broward Hospital District U.S. Government Publix SupermarketsAmerican Express Co. American Airlines U.S. Sugar Corporation

Transportation

Southeast Florida has an adequate transportation system anchored by U.S. highways and three airports.

Broward County enjoys excellent automotive accessibility to both its residents and its neighbors from Palm Beach County and Dade County. North/south access to the central corridor of the county is attained via Florida’s Turnpike, State Road 7 (U.S. 441) and University Drive. North/south access to the western corridor of the county is achieved via Interstate 75, the Sawgrass Expressway and Flamingo Road in the southern portion of the county and Pine Island Road and Coral Ridge Road in the northern portion. North/south access to the eastern corridor of the county is achieved via Interstate 95, Dixie Highway, Federal Highway (U.S. I) and State Road AlA. East/west access in the northern portion of the county is attained via Hillsboro Boulevard, Southwest 10th Street, Sample Road, Copans Road, Atlantic Boulevard, McNab Road, Commercial Boulevard and Oakland Park Boulevard. East/west access in the southern portion of the county is attained via Sunrise Boulevard, Broward Boulevard, State Road 84, Interstate 595, Griffin Road, Stirling Road, Sheridan Street, Hollywood Boulevard, Pembroke Road and Hallandale Beach Boulevard. Broward County is currently engaged in repairing and expanding its major roadways as its population steadily increases. Additional forms of transportation include buses and the Tri-Rail. Broward County also has four airports. Fort Lauderdale/Hollywood International Airport is the major airport in the county. It is located just east of Interstate 95, between Interstate 595 and New Griffin Road. Other airports within the county include the Pompano Beach Airpark, the City of Fort Lauderdale Executive Airport and the North Perry Airport in Pembroke Pines.

Broward County is also the home of Port Everglades. Port Everglades incorporates approximately 2,100 acres with 300 acres of open storage within the cities of Fort Lauderdale, Dania and Hollywood. The composition of the area primarily consists of industrial and office space, with the majority associated with boating and shipping. Port Everglades has grown to become one of South Florida’s strongest economic sources with annual operating revenues of nearly $65 million and total waterborne commerce exceeding 20 million tons of liquid, bulk and containerized cargoes. More than 5,500 ships call at Port Everglades in a year forming the basis of a diverse maritime operation that includes a thriving cruise industry and a reputation as the “world’s best cruise port”, a growing containerized cargo business that establishes Port Everglades among the nation/s lop seaports, a major petroleum storage and distribution hub, South Florida’s primary bulk cargo depot and a favorite US Navy liberty port.

Port Everglades is divided into three areas of operation, Southport, Midport and Northport. The Southport area is used primarily for cargo operations with a focus on lift-on/lift-off containerized operations and roll-on/roll-off services. Midport provides cruise berthing, cargo facilities, military vessel berthing and smaller lay-in spaces. Northport primarily handles cruise operations and liquid bulk unloading, with miscellaneous other cargo operations.

Port Everglades is considered one of the nation’s most convenient cruise ports due to the location of the Fort Lauderdale/Hollywood International Airport. All of the Port’s cruise terminals and parking garages are located in Northport and Midport. There is a total of 137,901 SF of cruise terminal area and 212,729 SF of baggage handling area. Parking is very convenient with a 2,500- space parking garage located in the Northport section and a 1,000-space parking garage located in the Midport section that is scheduled for expansion.

Port Everglades provides a full range of facilities and services for the cargo shipping industry. To accommodate the wide variety of cargoes that move through the seaport, Port Everglades’ various storage facilities range from tank farms and silos to dockside transit cargo terminals and open storage yards. Refrigerated containers are kept cold by individual built-in motors that plug into electric outlets known as “reefer” outlets which are located throughout the seaport. There is also a large refrigerated warehouse near the docks and a convenient foreign trade zone with US Customs protected warehousing to encourage imports and exports.

Miami-Dade County offers easy automotive accessibility to both its residents and its neighbors from Broward County and Palm Beach County. North/south access is via Interstate 95, Florida’s Turnpike, Palmetto Expressway, US Highway I, State Road 7 (US 441), State Road 823 (Red Road), State Road 9 (27th Avenue), Miami Avenue, and Dixie Highway. East/west access in the northern portion of the county is via Ives Dairy Road, Miami Gardens Drive, Golden Glades Drive, 135th Street, 125th Street, 119th Street, 1 03rd Street, 79th Street, State Road 944 (54th Street), the Airport Expressway, US Highway 27, the Dolphin Expressway, Flagler Street, and Tamiami Trail.

East/west access in the southern portion of the county is via Coral Way, Bird Road, Miller Drive, Sunset Drive, Kendall Drive, Southwest 104th Street, Killian Drive, Coral Reef Drive, Eureka Drive, Caribbean Boulevard, and Coconut Palm Drive. Miami-Dade County is currently engaged in repairing and expanding its major roadways as its population steadily increases.

Additional forms of transportation include buses and the Tri-Rail, which makes travel to bothPalm Beach and Broward Counties very easy. Mass transportation also includes the Metrorail, a21-mile elevated rail transportation system. This system has 20 stations that link the downtownMiami area to the nearby suburbs. Future expansion projects include expansion to the northern portion of the County. Joining the Metrorail is the Metromover system. This is a system of elevated rubber-wheeled cars, which are fully computerized and designed to carry downtownworkers and shoppers around the city of Miami. Future expansion plans are to expand the systemto the Brickell and Omni Extensions.

In addition, Miami-Dade County also has three airports and a major port. Miami InternationalAirport is the major airport in the county. It is located just west of Interstate 95 between State

Road 948 (Northwest 36th Street) and the Dolphin Expressway. Miami International Airport ranks first with regard to international operations. It ranks fifth in regard to domestic cargo shipments and is the tenth busiest for passenger traffic. It is served by over 140 airlines, which is more than any other in the country. Other airports within the county include the Opa-Locka Airport and the Kendall-Tamiami Executive Airport.

The Port of Miami is the southernmost port in the United States and the world’s busiest passenger port with over three million travelers per year.

Palm Beach County contains easy automotive accessibility to both its residents and its neighbors from Broward County and Dade County. North/south access is attained via Interstate95, Florida’s Turnpike, U.S. 1, State Road 7 (U.S. 441), Dixie Highway, A-I-A, Military Trail,Congress Avenue and Powerline (Jog) Road. East/west access in the northern portion of thecounty is attained via A1A Boulevard, Northlake Boulevard, 45th Street, OkeechobeeBoulevard, Belvedere Road, Southern Boulevard, Forest Hill Boulevard and 10th Avenue.East/west access in the southern portion of the county is Palmetto Park Road. Palm BeachCounty is currently engaged in the repairing and expansion of its major roadways as itspopulation steadily increases.

Additional forms of transportation include buses and the Tri-Rail, which makes travel to both Dade and Broward Counties very convenient. Palm Beach County also has three airports and a major port. Palm Beach International Airport is the major airport in the county. It is located just west of Interstate 95 between Belvedere Road and Southern Boulevard. Other airports within the county include the Palm Beach County Airport and the Boca Raton Airport. The Port of Palm Beach reports exports of approximately 1,883,299 short tons and imports of roughly 1,568,171 short tons per year. Income from the Port increased from $2 million to $5 million in the last five years.

Government Influences

Broward County influences development, primarily through traditional methods of planning, zoning and a Comprehensive Plan. In 1985, Miami-Dade, Broward and Palm Beach Counties implemented the State Growth Management Act, also known as “Concurrency”. Concurrency provisions require that before any new construction can be approved, the infrastructure must be in place to provide for the necessary public services that accompany the development. Essentially, concurrency requires that public services, including roads, sanitary sewers, solid waste, drainage, potable water, mass transit and parks and recreation be made available to alleviate the impacts of a project as those impacts occur and that new projects not reduce established levels of services for facilities. Concurrency for mass transit is only required in larger governmental jurisdictions.

Miami-Dade County is a chartered government county with a manager form of government. The system, known as metro government, is unique to only one other county in Florida, Jacksonville-Duval County. It is an attempt to centralize and coordinate governmental activity and is enacted in a modified two-tier system. The upper tier performs county and metropolitan functions and coordinates with the lower tier at the city government level. Unincorporated areas are served by the upper tier.

Miami-Dade County has a nine member elected county commission, which includes the mayor.

The county commission appoints the county manager. Additional elected offices are those of state attorney, public defender, clerk of the court, and school board members. The Miami-Dade County judicial system is part of the Third District Court of Appeal serving two counties with nine judges and the eleventh circuit court serving one county with 65 judges.

Miami-Dade County influences development primarily through traditional methods of planning, zoning, and a Comprehensive Plan. A recent development is the State Growth Management Act, also known as “Concurrency.” Concurrency provisions require that, before any new construction can be approved, the infrastructure must be in place to potable water, mass transit, and parks and recreation he made available to alleviate the impacts of a project as those impacts occur and that these new projects do not reduce established levels of services. Concurrency for mass transit is only required in larger governmental jurisdictions.

Palm Beach County influences development primarily through traditional methods of planning, zoning and a Comprehensive Plan. A recent development is the State Growth Management Act, also known as ‘Concurrency”. Concurrency provisions require that before any new construction can be approved the infrastructure must be in place to provide for the necessary public services that accompany the development. Essentially, concurrency requires that public services, including roads, sanitary sewers, solid waste, drainage, potable water, mass transit and parks and recreation be made available to alleviate the impacts of a project as those impacts occur and that new projects not reduce established levels of services for facilities. Concurrency for mass transit is only required in larger governmental jurisdictions.

Each county is to establish levels of service standards and implement their own concurrency plan. For example, to control development in Palm Beach County, based on road capacity, officials have designated deferral zones that outline areas within a one-mile radius around over- capacity roadways and affected areas of development. If a site is located within a deferral area, then future development could be delayed or prohibited until the systems within the area meet the capacity requirements.

Services

Police & Fire Protection

The cities in South Florida either have their own police or contracted police services through the Sheriffs Office. Most cities have their own fire protection services. Those who do not are usually a part of the county-wide system. Police and fire protection within South Florida are considered adequate.

Utilities

Electricity for South Florida is provided by Florida Power and Light. Telephone service is provided by Bell South. Water, sewage disposal, and trash disposal (where available) are usually the responsibility of the municipalities, although there are a number of overlapping jurisdictions. There are also several private utility companies within the counties.

Medical ServicesThe health care system of Southeast Florida has expanded significantly during the last 15 Years. This growth has generally reflected influences present throughout the County. These are

basically rapid population increases, large seasonal population fluctuations, and a shifting of the County’s age distribution. Additionally, the enactment of’ the Medicaid legislation, along with the expansion of third party payment mechanisms, have further increased the demand for health services by lowering the price consumers pay directly for care. There are numerous hospitals and personal care facilities South Florida Regional Analysis throughout the tri-county area. The University of Miami School of Medicine in Miami-Dade County is a leading research center in the southeast United States.

Communications

The South Florida market contains numerous radio stations, local television stations, cable television firms, daily newspapers, and a variety of weekly community papers.

Education

South Florida’s education system includes public and private institutions from the primary grades to the college level. Miami-Dade County is the fourth largest school district in the country, exceeded only by New York, Los Angeles, and Chicago. Universities in South Florida include the University of Miami, Florida International University, Florida Atlantic University, Nova Southeastern, Broward County Community College, Miami-Dade College and Palm Beach State College. The University of Miami is the largest private university in the southeast. Florida International University is the largest public university in South Florida.

Business Advantages

Florida is a “right-to-work” state with favorable tax structure, training programs and financial inducements to encourage business investment. Nationwide, Florida is ranked as having the fourth lowest tax burden with no personal income tax and low corporate, sales and property taxes. Financial benefits are also obtained through incentives, including various tax abatements, credits or exemptions, as well as Federal job training subsidy and low interest revenue bonds. Labor training is provided through federal, state and county incentive programs offering income tax credits job training or training grants. Vocational and occupational training is available in Broward County, Miami-Dade County and Palm Beach County through a wide range of programs and institutions.

Sports and Entertainment

South Florida, among other things, is the home of several professional-sporting events. The NBA’s Miami Heat play in the new American Airlines Arena in Miami-Dade County while the NHL’s Florida Panthers play in the National Car Rental Center and the NFL’s Miami Dolphins and MLB’s Florida Marlins play at Pro Player Stadium in Broward County. The Senior PGA Tour stops in Palm Beach Gardens at PGA National for the Senior PGA Championships. The Montreal Expos hold spring training every year at Municipal Stadium in West Palm Beach. The Expos Single-A team plays in the stadium during the regular season. Other forms of entertainment include Jai Alai, dog racing, various polo matches, equestrian events and boat shows. South Florida is also the home of a number of public and private golf and tennis facilities.

Management Discussion

At the end of the third quarter in 2008, Florida had the highest mortgage delinquency rate in the country, with 7.8% of mortgages delinquent for at least 60 days. A 2009 list of national housing markets that were hard hit in the real estate crash included a disproportionate number in Florida. The early 21st century building boom left Florida with 300,000 vacant homes in 2009, according to state figures. In 2009, the US Census Bureau estimated that Floridians spent an average 49.1% of personal income on housing-related costs, the third highest percentage in the country. In the third quarter of 2009, there were 278,189 delinquent loans, 80,327 foreclosures. The average sales price for an existing house was $131,000, a 7% decrease from the prior year.Since the housing market peaked in 2006, some 6.5 million homes have been lost to foreclosure. There are likely another 4.3 million more homeowners who are “seriously delinquent,” meaning they are more than three months behind in their payments, according to data released by the Mortgage Bankers Association. Though the pace of new foreclosures has fallen recently, that is largely the result of lenders choking on the torrent of paperwork created by the millions of foreclosures already in progress, which means that the flood of people falling behind on their mortgages may have peaked. But those 4.3 million “seriously delinquent” homeowners have yet to receive a foreclosure notice, which means the river has not yet crested downstream.

Falling prices mean many homeowners owe more than their home is worth. As of the second quarter of 2010, more than 11 million, or 23 percent of borrowers were in a negative equity position, according to the data provided by CoreLogic. With very few lenders willing to modify mortgage terms, some of those homeowners are opting to walk away.

“In terms of house prices, what matters is the share of sales that are distressed,” said Mark Zandi, chief economist with Moody’s Analytics, “We’re going to have an elevated level of foreclosure for an extended period. But the impact on price is going to abate by this time next year as the share begins to go back down.” Zandi, on May 5, 2011, estimates home prices will fall another 3 to 5 percent before leveling off over the next 18 to 24 months .

These national averages mask a wide range of conditions from one part of the country to the next. Many parts of the Midwest that avoided the excesses of the housing boom have been spared the pain of the bust. Most of it is being felt in a handful of states. Roughly a quarter of all mortgages in foreclosure are in Florida. “We have areas of recovery, but those numbers are often overwhelmed by the bad numbers still coming out of a few large states," said Jay Brinkmann, chief economist for the Mortgage Bankers Association.

As of April 2011, 1.9 million first mortgage loans were 30 to 90 days overdue — down from a peak of 2.7 million in April 2009. In Broward County, sales of homes - including existing single- family homes and condominiums - increased 19 percent in the first quarter of 2011, from 6,198 a year earlier to 7,403, and 70 percent from the previous quarter, according to the Miami Association of Realtors and the Southeast Florida Multiple Listing Service. In the Miami Metropolitan Statistical Area (MSA), sales of will be homes - including existing single-family homes and condominiums - increased 71 percent in the first quarter of 2011, from 3,450 to5,910, and 26 percent from the previous quarter. This rise marks 11 consecutive quarters, since

the third quarter of 2008, of increasing sales according to the Miami Association of Realtors and the Southeast Florida Multiple Listing Service. When those foreclosures occur, they will create another wave of “distressed” sales as banks move quickly to move those properties off their books. Distressed sales have been the major force pushing home prices lower; if the price of the foreclosed house across the street falls by 25 percent, you’ll have a pretty hard time convincing someone to buy your house at “full price.” However, Joseph Azelby, of JP Morgan, said that there are tremendous opportunities to produce high returns. He noted that there is about $84 billion in distressed real estate today, including foreclosed properties and defaulted commercial- mortgage-backed securities. He added that he expects to see even more distressed debt assets coming over the next several years. Therefore, low sales prices of distressed sales coupled with the current high rental market demands create a positive equity opportunity for investors. Broward County Housing Authority has currently closed the waiting list for housing choice vouchers due to the low inventory of available residential rental properties. Such offset in unredeemed housing vouchers presents a high demand for residential rental properties.Summary

The inevitability of limited developable land area and availability of potable water is becoming a major concern and, thus, land values are expected to generally increase in economic value due to scarcity. With a diversifying economy, improved transportation facilities and corridors and a beginning effort toward bringing the arts and cultural amenities to South Florida, Broward, Miami-Dade and Palm Beach Counties are perceived as a desirable location for many people. The environment is relatively clean, taxes are low and housing is available.

PLAN OF BUSINESS

The Company was established on October 17, 2011 for the purpose of purchasing distressed real estate in Southeast Florida, renovating the properties to Federal Housing and Urban Development (“HUD”) standards, renting the properties with a 100% HUD direct payment and subsequently selling the properties. The Manager of the Company is MASCO Management.

The Manager will have operational control of the Company as more fully described below.

All properties purchased by the Company will be renovated and brought into compliance with HUD standards. All building disciplines will thoroughly be inspected prior to purchase by our licensed and insured general contractor to determine the required scope of repairs to comply with HUD requirements. Ameristar Properties will be responsible for renovating all of the properties to meet HUD standards while maintaining the uniformity of the local neighborhood. A required housing inspection will be performed by the respective government housing authority to ensure compliance with HUD requirements prior to execution of leases and redemption of housing vouchers.

The Company expects to accept only tenants with 100% payment vouchers; however no assurances can be given in that regard. All 100% payment voucher rental payments will be paid by HUD, by direct deposit into an Ameristar Properties account. All required payments by

Ameristar Properties under the terms of its agreement with the Company will be made to theCompany who will, in turn, make monthly distributions to it’s investors.

It has been Ameristar Properties’s experience that excess maintenance problems are kept to a minimum because tenants lose their subsidy vouchers permanently if a landlord has documented any out of the ordinary maintenance issues.

The Company expects that all of the properties will be liquidated in approximately 10 years; to achieve this goal, the Company may begin liquidation of the properties after the beginning of the ninth year. The Company may sell properties at anytime the opportunity to profit on the sale is presented, in which event, additional properties may be substituted. Upon a vote of at least 75% of the Class A Members, liquidation may begin before or after the aforementioned period.

Pro Forma Costs and Rental Revenues

Following are pro forma costs and rental revenues for the first year of operations of the Company using the assumptions set forth in the footnotes based on Class B Member's current experience:

Month Month Month Month Month Month 1 2 3 4 5 6

Monthly Properties 12 12 12 12 12 12Cumulative Properties 12 24 36 48 60 72RE Purchase (1) 576,000 576,000 576,000 576,000 576,000 576,000Renovation Cost (2) 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 Total Cost 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 Cumulative Cost 660,000 1,320,000 1,980,000 2,640,000 3,300,000 3,960,000

Gross Rental Income (3) 0 0 18,309 36,617 54,926 73,234Maintenance Insurance(4) 0 0 600 1,200 1,800 2,400Property Insurance (5) 0 0 1 , 4 5 0 2 , 9 0 0 4 , 3 5 0 5 , 8 0 0 Net Rental Income 0 0 16,259 32,517 48,776 65,034

Class A Members (6) 3,850 7,700 11,550 15,400 19,250 23,100Manager (7) 550 1,100 1,650 2,200 2,750 3,300Class B Member (8) (4,400) (8,800) 3,059 14,917 26,776 38,634

Month Month Month Month Month Month 7 8 9 10 11 12

Monthly Properties 12 12 12 12 12 12Cumulative Properties 84 96 108 120 132 144RE Purchase 576,000 576,000 576,000 576,000 576,000 576,000Renovation Cost (1) 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 8 4 , 00 0 Total Cost 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 6 6 0 ,0 00 Cumulative Cost 4,620,000 5,280,000 5,940,000 6,600,000 7,260,000 7,920,000

Gross Rental Income (2) 91,543 109,851 128,160 146,468 164,777 183,085Maintenance Insurance 3,000 3,600 4,200 4,800 5,400 6,000Property Insurance (3) 7 , 2 5 0 8 , 7 0 0 1 0 , 15 0 1 1 , 60 0 1 3 , 05 0 1 4 , 50 0 Net Rental Income 8 1 , 29 3 9 7 , 55 1 1 1 3 ,8 10 1 3 0 ,0 68 1 4 6 ,3 27 1 6 2 ,5 85

Class A Members (4) 26,950 30,800 34,650 38,500 42,350 46,200Manager (5) 3,850 4,400 4,950 5,500 6,050 6,600Class B Member (6) 50,493 62,351 74,210 86,068 97,927 109,785

Note 1: Average renovation cost $7,000 per property, inclusive of $2,000 management feeNote 2: Average monthly rental $1,525.71Note 3: Average property insurance - $1450 -first year paid at closing - accrual accountNote 4: Investor 8% per annum paid monthly on property purchasedNote 5: Manager 1% per annum paid monthly on property purchasedNote 6: Class B Member share and operating expense (balance of rental income)

Ameristar Properties

Ameristar Properties has considerable experience in the business of purchasing, renovating and renting properties, both for its own account and for financial institutions. Ameristar has managed over 1500 properties since 2008 in Florida, California, Georgia, and Tennessee for clients such as Bank of America, Countrywide, Citibank, HSBC, Fannie Mae, Freddie Mac, and multiple national asset management companies and continues to maintain relationships with them. These various asset managers will continue to supply Ameristar with available portfolios of inventoried properties. In 2011, Ameristar Properties successfully renovated and leased over 100 properties under local government subsidized Section 8 housing (“HUD”) in Broward County, Florida.

Ameristar Properties utilizes both union and non-union labor in the South Florida region. Ameristar has established a standard labor rate of $17.00 per hour with Laborers International Union of North America, Local 1652, for skilled and licensed tradesmen for all construction disciplines. Ameristar’s access to contract labor will logistically support any volume of properties purchased for the Company’s portfolio.

Each potential property will be analyzed by our team:

1. to determine geographical demand, HUD rental schedules can vary significantly by neighborhood and by amenities provided

2. current fair market value, estimated renovation costs, projected rent revenue3. title search, lien search, code violation search at the respective city municipality4. complete real estate inspection5. property tax information, insurance premium evaluation and zoning restrictions.

Once the abovementioned criteria have been evaluated, an offer will be made to the seller for properties selected that meet our financial objectives.

Upon closing on the selected properties. Ameristar assigns a construction crew to renovate the property. A final inspection will be performed by Ameristar to ensure each property will pass the required HUD inspections. Ameristar Properties also has established relationships with local housing authority inspectors which expedites the final inspection process.

Ameristar Properties locates tenants through referrals from the respective housing authorities, HUD compliant listing services and local real estate brokers. Ameristar’s Properties managers maintains relationships with local HUD directors who refer tenants with approved housing vouchers for redemption.

The referral of HUD approved tenants with vouchers significantly reduces the time required to locate tenants for the renovated properties. Prior to a tenant moving in, Ameristar processes each tenant’s security deposit, Housing Assistance Payments (“HAP”) contract and the executed lease agreement with the local housing authority to schedule the required Section 8 housing (HUD) inspection. The HAP contract is interpreted and implemented in accordance with HUD requirements, including the HUD program regulations at 24 Code of Federal Regulations, Part982. Ameristar Properties will receive all housing assistance payments via direct deposit from the respective Section 8 housing authorities for the agreed lease term, which is typically a one year lease. This direct deposit payment directly from HUD insures timely rent collections. Ameristar has a history of receiving rental rates significantly higher then the HUD average payments due to the quality of its renovations and amenities provided to tenants.

Currently, there are an estimated 30,000 tenants with vouchers who are unable to redeem their housing vouchers due to the lack of available residential rental properties in Broward and Miami- Dade Counties.

Following is certain financial information of Ameristar Properties for the six month period of operations ending June, 30, 2011:

Ameristar Properties, LLC Summary Financial Information

as of June 30, 2011

Total Assets: $ 741,864.00Total Liabilities: $ 2 0 2 , 5 9 8.00 Total Equity: $ 539,266.00

IncomeSix Months Ending June 30, 2011

Net Income: $ 199,217.00

MANAGEMENT

The Manager of the Company and the Managers of Ameristar Properties are as follows:

Name Age Position

Stewart A. Merkin 68 Manager of MASCO Management

Adrian Lee 29 Manager of Ameristar Properties

Carmine Savoca 35 Manager of Ameristar Properties

The backgrounds of the Manager of MASCO Management and the Managers of AmeristarProperties are as follows:Stewart A. Merkin is the Manager of MASCO Management. He has practiced in all aspects of business, corporate and securities law in Miami, Florida since 1974, both with large firms and since 1978, his own firm. From 1979 to 1992, he served as a member of the Board of Directors of Safrabank, a commercial bank which was located in Miami, Florida, and currently serves as a member of the Board of Directors of Singing Machine Company, Inc., a publicly traded consumer products company located in Coconut Creek, Florida. Between 1972 and 1974 he was a member of the Corporate Finance Department of Hayden Stone, Inc., a New York investment banking firm. Mr. Merkin has an extensive background in all aspects of business transactions, both domestically and internationally, and in real estate. He is heavily involved in volunteer and community service, particularly working with youth entrepreneurship programs. Mr. Merkin received a Bachelor of Science in Economics degree from The University of Pennsylvania's Wharton School of Finance and Commerce, and J.D. and M.B.A. degrees from Cornell University. He is a member of the Florida Bar and of the American Bar Association.Adrian Lee, Manager of Ameristar Properties LLC. Since April, 2005, Mr. Lee has been the manager and principal of Skyy Development Group, LLC, which advises real estate investors and developers on projects from conception through financing. Skyy has managed the financing for such projects as the Pompano Breeze condominium conversion project in Pompano Beach, Florida and has built contemporary town homes in Victoria Park, Ft. Lauderdale, Florida. He is a manager of Ameristar Property Management, LLC, which has been in business since 2009, which manages the full scope of rehabilitation, property maintenance, and tenant occupied services for its client's real estate portfolios. Additionally, he is manager of Equator REO, LLC, a company established in 2011 to provide full scope rehabilitation and coordination with local housing authorities for tenant voucher redemption. Prior to founding Skyy. Mr. Lee he was the branch manager and loan officer for GMC Lending Services of Fort Lauderdale, Florida. Mr. Lee served in the US Marine Corps from August 2000 until his discharge on November 2004. He attended Palm Beach State College and Florida Atlantic University majoring in Psychology.

Carmine Savoca, Manager of Ameristar Properties LLC. Mr. Savoca is the manager of

Greenwater Management LLC, a company established in 2011 to provide services to companies rehabilitating distressed real estate; and is a manager of Ameristar Property Management LLC. Prior to 2011 and since 2001, he was a sales manager at Prime Steel Building Factory Corp., a manufacturer of prefabricated steel buildings. He is knowledgeable in all phases of construction from blueprint to finished construction and experienced with working with architects and contractors. Mr Savoca was responsible for the design and sale of over 600 buildings and for two design-built biofuel plants owned by Abengoa Bioenergy located in Madison, Illinois and Mount Vernon, Indiana. Mr. Savoca holds Florida Department of Insurance License No.E080143 and Florida Department of Financial Services License No .340460. Mr. Savoca attended Florida Atlantic University and majored in communications.

Indemnification

The Operating Agreement provides for the indemnification by our Company of the Manager and Assistant Managers against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities he act in good faith and in a manner which they reasonably believe to be in, or not opposed to, the best interests of our Company, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations. To further implement the permitted indemnification, our Company will enter into indemnity agreements with them.

Liability Insurance

Our Company has no liability insurance for the benefit of our Manager or the Managers ofAmeristar Properties.

SUMMARY OF THE COMPANY OPERATING AGREEMENT

The foregoing discussion summarizes certain provisions of the Operating Agreement of Company (the "Operating Agreement"). A copy of the proposed Operating Agreement is attached as Exhibit C hereto. It should be read carefully by prospective investors.

Description of Membership Interests

The Company has the authority to issue 400 Class A Membership Interests and 100 Class B Membership Interests. 100 Class B Membership Interests will be owned by Ameristar Properties. Up to 400 Class A Membership Interests will be sold in this Offering. The Class A Membership Interests will have limited voting rights. The Class B Membership Interests will have no voting rights.

Management of Company

The operations of the Company will be managed by the Manager, MASCO Management. Under the Operating Agreement, the Manager is empowered (subject to the limitations set forth below) to manage and control the operational affairs of the Company and will be responsible for all investor relations. The Manager will have no authority over any aspects of the purchase,

renovation, management or sale of the properties except that any purchase of property for an amount in excess of $150,000 must be approved in writing by the Manager. All contracts entered into by the Company must be executed by the Manager. The address of the Manager is 444Brickell Ave., Ste 300, Miami, FL 33131.

Ameristar Properties as the Class B Member will make all decisions with respect to the purchase, renovation, management and sale of the properties except that any purchase of property for an amount in excess of $150,000 must be approved in writing by the Manager. All contracts entered into by the Company must be executed by the Manager. The purchase price of any property will not exceed the appraised value of the property. All appraisals will be based on the renovated value as a rental property. All rental payments will be sent directly by HUD and deposited directly into an Ameristar Properties account. All required remittances by Ameristar Properties will be made to the Company.

The Manager may be removed by an 85% vote of the Class A Members based upon each Class A Member’s capital account as it may be increased or decreased from time to time according to generally accepted accounting principles.

Compensation of Manager and Class B Member

The Manager will receive compensation of 1% per annum amount invested in the Company as a fee for services rendered.

All funds not remitted by the Class B Member to the Company hereunder under the terms and conditions of the Operating Agreement will be retained by the Class B Member its compensation. All operational expenses of the Class B Member will be the sole responsibility of the Class B Member.

Allocations and Percentage Participations

All profits and losses will be allocated to the Class A Members according to each Class A Member’s percentage participation.

Distributions

Class A Members will receive a preferential distribution of 8% per annum on each Class A Member’s initial investment in the Company, payable on the last day of each month, beginning in the second full month following the month in which the investment is transferred from theescrow account to the Company. The Class B Member shall guarantee such preferential distribution so that in the event the Company does not have sufficient funds to pay such preferential distribution, the Class B Member will be responsible for paying such preferential distribution to the Class A Members at the time it is supposed to be received by the Class A Members.

Upon the liquidation of each property, if the amount invested in the property is being reinvested

by the Company, of the available net profit available, if any, the Class A Members will receive an amount up to 25% of the net cash investment in the property and the Class B Member will receive the balance of the net profits available, if any. If the amount invested in the property is not being reinvested by the company and is, in fact, being distributed to the Members, the full amount of the amount invested in the property shall be distributed to the Class A Members as a return of capital and the Class A Members will receive an amount up to 25% of the net cash investment in the property and the Class B Member will receive the balance of the net profits available, if any. Net cash investment in the property shall be defined as the cash amount paid for the property plus brokerage and professional fees, renovation costs, due diligence costs, and real estate taxes and insurance for the first year after purchase.

Default by Class B Member

In the event that any payment to the Class A Members hereunder is 30 days in arrears and is not paid within five business days after notice of default is delivered to the Class B Member by certified mail or recognized courier, a default will be considered to have occurred and in such case, all Class B Membership Interests and any agreements between the Class B Membership Interests and the Company will be immediately deemed null and void. In such case, the Company will wind down and the Business will be liquidated with the Class A Membership Interest having sole liquidation rights in the Company.

Reimbursement of Expenses

The Manager has and will, during the course of this Offering, advance necessary funds for the Company organizational and offering expenses and the Manager will be reimbursed for such expenses.

Interest in Tax Items

Neither the Manager nor the Class B Member will have no interest in LLC losses and tax deductions for federal income tax purposes.

Reports

Not later than 45 days after the close of each fiscal year of the Company, the Class B Member will provide certified financial statements regarding the purchase, renovation, management and sale of the properties to the Manager. Not later than 75 days after the close of each fiscal year of the Company, the Manager shall deliver to each Member the following three items which are to be prepared by an independent public accountant (1) an annual report, (2) a balance sheet of theCompany, (3) an income statement for that year and (4) a statement setting forth that Class A Members allocable share of all items of the Company income, gain, loss, deduction, credit and tax preference for that fiscal year which are to be included by that Class A Member on such Class A Member’s federal income tax return for that year. Each of the financial statements and documents referred to above will be conclusive and binding upon the Class A Members unless written objection thereto is received by the Manager within 60 days after the statement has been delivered to the Class A Members.

Winding up of Company

The Company expects that all of the properties will be liquidated in approximately 10 years; to achieve this goal, the Company may begin liquidation of the properties after the beginning of the ninth year. The Company may sell properties at anytime the opportunity to profit on the sale is presented, in which event, additional properties may be substituted. Upon a vote of at least 75% of the Class A Members, liquidation may begin before or after the aforementioned period.

POTENTIAL CONFLICTS OF INTERESTThe Company is or may be subject to various conflicts of interest. These conflicts include, but are not limited to, the following:

Lack of Separate Representation

The Company, the Manager and Ameristar Properties are not represented by separate counsel. The attorney, accountant and other experts who are or will be performing services for the Company all perform services for the Manager and Ameristar Properties and will receive compensation for such services. It is anticipated that such multiple representation will continue in the future. However, should a dispute arise between the Company and management, management may cause the Company to retain separate counsel for such matter.

Other Interests of Management

The Manager and Ameristar Properties are or may be involved in other real estate ventures, which may involve conflicts of interest with respect to the time that the Manager and Ameristar may devote to the Company.

Competition for Time and Service

The Managers of MASCO Management and of Ameristar Properties may serve as an officer, director or manager of other organizations. Accordingly, conflicts of interest may arise in managing the affairs of the Company and other such entities with respect to allocating time between such entities and the Company. Competition with the Company for the time and service of common managers, officers, directors and/or shareholders may occur. The Manager and the managers of Ameristar Properties will devote such time to the affairs of the Company, as they, within their sole discretion (exercised in good faith), determine to be necessary for the benefit of the Company

Non-Arm’s Length Agreements

All agreements and arrangements relating to compensation between the Company and management and Ameristar Properties will not be the result of arm’s length negotiations. Therefore, they may not be as favorable to the Company as agreements, which were the result of arm’s length negotiations.

FIDUCIARY RESPONSIBILITIES OF THE MANAGER

A manager is accountable to a company as a fiduciary and consequently must exercise good faith and integrity in handling company affairs. This is a rapidly developing and changing area of the law, and Members having questions concerning the duties of the managers should consult with their own counsel. The fiduciary obligations of the manager are in addition to the obligations of the Manager as set forth in the Company’s Operating Agreement. The manager has included in the Operating Agreement provisions intended to limit the Manager's liability for certain acts or omissions. The Operating Agreement contains a provision whereby the Company will indemnify the Manager and Assistant Managers for certain liabilities and obligations. Therefore, a Member may have a more limited right of action against the Manager and Assistant Managers than if no such limitation existed.

The enforceability of the provision limiting the liability of the Manager and Assistant Managers may itself be limited by future developments in the law. In determining the enforceability of this provision, a court may consider the fact, among others, that the Operating Agreement was prepared by management or counsel on its behalf. To the extent of the indemnification provisions in the Operating Agreement purport to include indemnification for liabilities arising under the 1933 Act in the opinion of the Securities and Exchange Commission, such indemnification is contrary to public policy and therefore unenforceable.

FEDERAL INCOME TAX ASPECTS

The income tax consequences of an investment in businesses like ours are often uncertain and complex and many of them will not be the same for all taxpayers. Since it is impractical to comment on all aspects of Federal tax laws that may affect participation in our Company, Investors are encouraged to consult their own tax advisers as to the effect on their individual tax situations of an investment in our Company. No representations are made as to state and local income tax consequences. A challenge of the Company’s status by the IRS could adversely affect the Members.

FURTHER INFORMATION

The mailing address of the Manager of MASCO Management is 444 Brickell Ave., Ste 300, Miami, FL 33131 and of the Managers of Ameristar Properties is 2344 NW 138th Dr. Sunrise, FL33323. Prospective investors and their advisers are invited to review, at the office of theCompany, at any reasonable time after reasonable prior notice, any materials in the possession of

the Company, or otherwise available to the Company, related to the Company, this offering and any other appropriate matters, including, but not limited to, the Operating Agreement of the Company and the agreement between the Company and Ameristar Properties.

The Manager of the Company will answer all inquiries from prospective investors and their advisers concerning the Company, the Business, this offering and any other appropriate matters. The Manager of the Company will afford prospective investors or their advisers the opportunity to obtain any additional information to the extent that the Company possesses such information or can acquire it without unreasonable effort or expenses necessary or advisable to verify the accuracy of any information set forth in these Private Placement Offering materials, or relating to the Company, the business of the Company, this offering and any other appropriate matters. The Manager can be contacted at (305) 357-5556 or by e-mail at merkmia@aol.com.

EXHIBIT A - STATE LAW NOTICES

EXHIBIT B - AGREEMENT BETWEEN COMPANY AND AMERISTAR PROPERTIES LLC

EXHIBIT C – OPERATING AGREEMENT

SCHEDULE I - SUBSCRIPTION AGREEMENT

EXHIBIT A

STATE LAW NOTICES

FOR R E SI D ENTS OF CA LIFO R N I A . IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONEWS RULES.

FOR F L OR I DA RES I D E NTS O NL Y : PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FLORIDA STATUTES, FLORIDA INVESTORS HAVE A THREE-DAY RIGHT OF RESCISSION. IF A FLORIDA INVESTOR HAS EXECUTED A SUBSCRIPTION AGREEMENT AND TENDERED THE CONSIDERATION FOR THE PURCHASE, HE MAY ELECT, WITHIN THREE BUSINESS DAYS AFTER SIGNING THE SUBSCRIPTION AGREEMENT OR BEING FIRST NOTIFIED OF THIS RIGHT, WHICHEVER IS LATER, TO WITHDRAW FROM THE SUBSCRIPTION AGREEMENT AND RECEIVE A FULL REFUND AND RETURN (WITHOUT INTEREST) OF ANY MONEY PAID BY HIM. A FLORIDA INVESTOR'S WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, A FLORIDA INVESTOR NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS MEMORANDUM INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM MUST BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IF A FLORIDA INVESTOR SENDS A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO AN OFFICER OF THE COMPANY TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME AND DATE WHEN IT IS MAILED. SHOULD A FLORIDA INVESTOR MAKE THIS REQUEST ORALLY, HE SHOULD ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. THE FOREGOING IS INTENDED TO CONSTITUTE THE NOTICE REQUIRED UNDER THE FLORIDA STATUTES. ACCORDINGLY, EACH PURCHASER WILL HAVE THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO VOID HIS PURCHASE OF THESE SECURITIES.

FOR RES ID ENTS OF ILLINOI S . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ILLINOIS SECURITIES LAWS OF 1953 AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ILLINOIS SECURITIES LAW OF 1953 OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER.

FOR RES ID ENTS OF IN DI AN A . THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF INDIANA AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE INDIANA SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER.

FOR RES I DENTS OF MAS S AC H US E TTS . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THIS STATE, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THIS STATE, IF SUCH REGISTRATION IS REQUIRED OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF MASSACHUSETTS NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

FOR RES ID ENTS O F NEW J E RS E Y . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW JERSEY SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THIS STATE, IF SUCH REGISTRATION IS REQUIRED OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

FOR RESIDENTS OF NEW YORK . THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR HAS THE ATTORNEY GENERAL PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FOR RESI D ENTS OF N ORTH C AR OLI N A . THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE NORTH CAROLINA SECURITIES ACT. THE NORTH CAROLINA SECURITIES ADMINISTRATOR NEITHER RECOMMENDS NOR ENDORSES THE PURCHASE OF ANY SECURITY NOR HAS THE ADMINISTRATOR PASSED UPON THE ACCURACY OR THE ADEQUACY OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FOR P E N NS YL V A N IA R ESIDEN T S ONLY : THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN TWELVE MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION. FURTHER, UNDER THE PENNSYLVANIA SECURITIES ACT, EACH PERSON WHO ACCEPTS THIS OFFER TO PURCHASE SECURITIES EXEMPT FROM REGISTRATION BY THE PENNSYLVANIA SECURITIES ACT DIRECTLY FROM THE CORPORATION WILL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, THE PLACEMENT AGENT, OR TO ANY OTHER PERSON, WITHIN TWO BUSINESS DAYS AFTER HE ENTERS INTO A BINDING CONTRACT OF PURCHASE, HE MAKES ANY PAYMENT FOR THE SECURITIES, OR THE EXEMPTION BECOMES EFFECTIVE, WHICHEVER IS LAST.

FOR R E SI D ENTS OF T E X A S . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE TEXAS SECURITIES ACT, AS AMENDED (THE "TEXAS ACT”), AND ARE OFFERED AND SOLD PURSUANT TO AN EXEMPTION THEREFROM. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE TEXAS ACT, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE TEXAS ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE TEXAS ACT.

EXHIBIT B

AGREEMENT BETWEEN COMPANY AND AMERISTAR PROPERTIES LLC

AGREEMENT

THIS AGREEMENT, entered into this day of November, 2011 by and between IronKeyDevelopment LLC a Florida limited liability company (“Company”) the address for which is 1440S.W. 4th Ave., Ft. Lauderdale, FL 33314 and Ameristar Properties LLC, (“Ameristar”) the address for which is 2344 NW 138th Dr. Sunrise, FL 33323.

R E C I T A L S:

A. Company is raising money from investors pursuant to a Private Offering Memorandum dated on even date herewith (the “Private Offering Memorandum”) for the purpose of purchasing distressed real estate in Southeast Florida, renovating the properties to Federal Housing and Urban Development (“HUD”) standards, using its best efforts to rent the properties with a 100% HUD direct payment and subsequently selling the properties (the “Business”).

B. Ameristar has ample experience in all aspects of the Business.

NOW, THEREFORE, the parties agree as follows:

1. Recitals. The Recitals contained herein are true and correct.

2. Term. Company hereby agrees to utilize the services of Ameristar on an exclusive basis and Ameristar agrees to render services to Company commencing on the date of the Private Offering Memorandum.

3. Duties. All properties purchased by Company will be renovated and brought into compliance with HUD standards by Ameristar. Ameristar will be responsible for renovating all of the properties to meet HUD standards and managing the properties for Company after purchase. Specifically, Ameristar will be responsible for the following:

A. Identification of properties to be purchased -all properties will be analyzed by Ameristar in order to determine geographical demand, current fair market value, estimated renovation costs and projected rent revenue. Ameristar will then conduct title searches, lien searches, determine whether there are any code violations and perform a complete real estate inspection for each property.

B. If it is determined that a property will be purchased, Ameristar will be responsible for renovating and bringing the property into compliance with HUD standards.

C. Ameristar will be responsible for managing the properties for Company after purchase.Prior to a tenant moving in, Ameristar will process each tenant’s security deposit, Housing Assistance Payments (“HAP”) contract and the executed lease agreement with the local housing authority to schedule the required Section 8 housing (HUD) inspection. Ameristar will receive all housing assistance payments via direct deposit from therespective Section 8 housing authorities for the agreed lease term.

SPECIMEN

D. Ameristar will pay to Company all amounts required and set forth in the Private Offering

Memorandum.

E. Ameristar will make all decisions with respect to the purchase, renovation, management and sale of the properties except that any purchase of property for an amount in excess of$150,000 must be approved in writing by the Manager.

4. Guarantee of certain Payments. Ameristar guarantees that the Class A Members of Company will receive their preferred monthly distribution of 8% per annum regardless of any shortfall in rental revenues in accordance with the terms and conditions of the Private Offering Memorandum.

5. Consideration. As consideration hereunder, Ameristar will receive the following:

A. Ameristar will be the sole exclusive Class B Member of Company.

B. (i) Class A Members and the Manager of Company will receive a combined distribution of 9% per annum paid monthly on the total Class A Members’ initial investment in the Company. (ii) In addition, in the event that a property is sold, the Class A Members will receive from the net profits, if any, up to 25% of the net cash investment, as defined in the Operating Agreement of Company, in the sold property. The Class A Members shall receive the net cash investment in the property as a return of capital unless the net cash investment in the property is reinvested in another property.

C. Ameristar shall retain as consideration all operating profits not distributed to the Class A Members under Paragraph 5.B.(i) hereunder and all net profits not distributed to the Class A Members under Paragraph 5.B.(ii) hereunder.

6. Operational Expenses. All operational expenses of Ameristar will be the sole responsibility ofAmeristar.

7.Termination.

A. This Agreement shall be terminated in the event of default by the Class B Member as such default as defined by the Class B Member in the Operating Agreement of Company.

B. This Agreement shall be terminated upon the final liquidation of Company pursuant to the terms and conditions of the Operating Agreement of Company.

8. Nondisclosure. Ameristar acknowledges that this Agreement creates a relationship of confidence and trust on the part of Ameristar for the benefit of Company. During the term of this Agreement, Ameristar may acquire certain confidential information of Company and acknowledge that Company would not have entered into this Agreement unless it were assured

that all confidential

information would be held in confidence by Ameristar and for the sole benefit of Company. During the term of this Agreement and at all times thereafter, Ameristar will keep all of the confidential information in confidence and will not disclose any of the same to any other person, except Ameristar's personnel who are entitled thereto and other persons designated in writing by Company. Ameristar will not cause, suffer or permit the confidential information to be used for the gain or benefit of any party other than Company, or for Ameristar's gain or benefit outside the scope of Ameristar's engagement by Company.

9. Contractual Authority. Ameristar shall have no authority to enter into any contract or agreement on behalf of Company or to create any obligations on the part of Company unless specifically authorized by Company in writing or unless otherwise specified herein.

10. Independent Contractor. Both Company and Ameristar agree that Ameristar is an independent contractor in the performance of its obligations under this Agreement; Company acknowledges that Ameristar has other interests in the same business as Company.

11. Survival. Notwithstanding anything to the contrary, the provisions of Paragraph 8 hereunder shall survive the termination of this Agreement.

12. Miscellaneous Provisions. Any notice required or permitted to be given under this Agreement shall be effective upon delivery in person or mailing by certified mail, return receipt requested, to the parties at the addresses set forth in this Agreement. This Agreement may not be assigned by Ameristar may be assigned by Company. This Agreement shall be construed in accordance with and governed for all purposes by the law of the State of Florida. Exclusive venue for enforcement of this Agreement shall be in the courts located in Broward County, Florida. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. This Agreement may be modified, amended, superseded, or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the party or parties to be bound by any such modification, amendment, cancellation, or waiver. The parties have carefully reviewed and completely read all of the provisions of this Agreement and understand and have been advised that they should consult with their own legal counsel for any and all explanations of their rights, duties, obligations and responsibilities hereunder.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties

have each executed and delivered this Agreement as of the day and year first above written.

IronKey Development LLC

By: MASCO Management, Inc.

By: ________________________ Stewart A. Merkin, President

By: Ameristar Properties LLC

By: ________________________ Adrian Lee, Manager

By: ________________________ Carmine Savoca, Manager

EXHIBIT C

OPERATING AGREEMENT

OPERATING AGREEMENT IRONKEY DEVELOPMENT LC

A FLORIDA LIMITED LIABILITY COMPANY

THIS AGREEMENT, is made this day of November, 2011 by and among the Class AMembers who execute Subscription Agreements and whose names are set forth on Exhibit A hereto, Ameristar Properties LLC (“Ameristar” or the “Class B Member”), MASCO Management, Inc., a Florida corporation, the Manager (“MASCO Management” or the “Manager”) and Ironkey Development LLC, a Florida limited liability company (the “Company”).

RECITALS:

A. The Articles of Organization of the Company permit the election/appointment of managing members in accordance with Florida Statute608.404(8); and

B. The Company, the Members and the Manager desire to set forth the terms and provisions of the management of the Company in accordance with Florida Statutes608.422.

C. The purpose of the Company is to purchase distressed real estate in Southeast Florida, renovate the properties to Federal Housing and Urban Development (“HUD”) standards, and plans to rent the properties with a 100% HUD direct payment and subsequently selling the properties (the “Business”).

D. The Company shall have two (2) classes of Membership Interests. There shall be 400 Class A Membership Interests and they shall have limited voting rights and100 Class B Membership Interests and they shall have no voting rights.

E. These regulations supersede any operating agreement or regulations previously adopted. The operation of the Company will be conducted in accordance with the provisions of these regulations.

NOW THEREFORE, it is agreed as follows:

Article I

GLOSSARY

The following terms, when used in this Agreement, (capitalized herein and in the accompanying Offering Term Sheet) shall have the respective meanings assigned to them in this Article unless the context otherwise requires:

Address: 444 Brickell Ave., Ste 300, Miami, FL 33131; telephone (305) 357-5556.

Agree m ent : This written agreement.

SPECIMEN

Allocations: Designations of Member shares of the Company income, loss, credits, deductions and/or other financial or tax items in the manner described in this Agreement.

Arti c les: The Articles of Organization for the Company originally filed with the Florida Secretary of State, including all amendments thereto or restatements thereof and such term shall mean the Articles as a whole unless the context otherwise requires.

Bankrupt or Bankruptc y : With respect to any person, being the subject of an order for relief under Title 11 of the Membership Interested States Code, or any successor statute or other statute in any foreign jurisdiction having like import or effect.

Capital Account: Unless otherwise provided in the Operating Agreement, the amount of the capital interest of a Member in the Company consisting of that Member’s original contribution, as (1) increased by any additional contributions and by that Member’s share of the Company’s profits and (2) decreased by any distribution to that Member and by that Member share of the Company’s losses. Each Capital Account shall be maintained strictly in conformity to the requirements of Treasury Regulation § I .704(b)(2)(iv).

Capital T r a n sactio n : Any sale of portions of the Company property or any interest therein (not including the sale of all or substantially all of the Company property) and other similar transactions which in accordance with generally accepted accounting practices are attributable to capital.

Class A Me m ber or Class A Me m bership Interest Purchase r : An investor in the Company. One who purchases one or more Class A Membership Interests and has thereby obtained a pro rata share in the Company.

Code: The Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law.

C o m pany : Ironkey Development LLC, a Florida limited liability company.

Contributio n : Any money, property, or services rendered, or a promissory note or other binding obligation to contribute money or property, or to render services as permitted under the Florida limited liability company statute, which a Member contributes to the Company as capital in that Member’s capacity as a Member pursuant to an agreement between and among the Members and Manager, including an agreement as to value (same as Capital Contribution). The aggregate amount of Capital Contributions of the Class A Members in the Offering shall be a Minimum of $500,000 and a Maximum of$10,000,000.

Depreciati on : Income tax deductions allowed by the Code in recovering the cost of a tangible asset over time.

Dissociation Event : With respect to any Member, one or more of the following: the death, retirement, withdrawal, resignation, expulsion, bankruptcy or dissolution of a Member, or

occurrence of any other event which terminates his or her continued Member or Manager Percentage Interest in the Company, or as otherwise provided in the Florida limited liability statutes.

Distrib u tio n : The transfer of money or property by the Company to its Members or Manager without consideration. The term Distribution shall not include any payments to the Manager in the form of management fees, organization fees, selling fees or reimbursement for goods or services provided to the Company.

Econo m ic I nteres t : A person’s right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive distributions from, the Company, but does not include any other rights of a Member or Manager, including without limitation, the right to vote or to participate in management, or except as provided in the Florida limited liability statutes, any right to information concerning the business and affairs of the Company.

Gross Proceeds of the Offering : The aggregate total of the Original Invested Capital of the Members.

Gross Revenues of the Co m pany : The total amount of revenue received by the Company from all sources for Company.

Infor m ation Rights : The right to inspect, copy, or obtain information and documents concerning the affairs of the Company as provided in the Florida limited liability statute and in this Agreement.

Interes t : The entire ownership interest of a fully admitted or substituted Member in the Company at any particular time, including the rights of such Member to any and all benefits to which a Member may be entitled as provided in the Agreement including (i) the management rights to participation in the management and affairs of the Company as provided in the Florida limited liability statute, Articles and the Agreement, and (ii) the economic rights to share in income, gains, losses, deductions, credit and to receive distributions as provided in the Agreement, together with the obligations of such Member and Manager to comply with all terms and provisions of the Agreement.

Mai l : Unless otherwise provided in this Agreement, first-class mail, postage prepaid, unless registered mail is specified. Registered mail includes certified mail.

Manage r : The initial Manager shall be MASCO Management.

Me m ber : A person who (1) has been admitted to the Company as a Member in accordance with the Articles or Operating Agreement, or an assignee of an interest in the Company who has become a Member pursuant to the Florida limited liability statute; and (2) who has not resigned, withdrawn, or been expelled as a Member or, if other than an individual, been dissolved (same as Member).

Me m ber of Recor d : A Member named as a Member on the list maintained in accordance with provisions of the Florida limited liability statute.

Me m bers’ Capital Co n t rib u tion s : The amount invested by each Class A Member in the

Company.

Me m bership Interes t : A Member’s rights in the Company, collectively, including the Member’s economic interest, any right to vote or participate in management, and any right to information concerning the business and affairs of the Company provided by the Florida limited liability statute.

Net Pro f its and Net Lo s ses : The Net Profits and Net Losses of the Company shall be the net income and net losses, respectively, of the Company determined in accordance with the principles of Section 1.7041 (b)(2)(iv) of the Treasury Regulations. For purposes of computing Net Profits and Net Losses, the book value of an asset shall be substituted for its adjusted tax bases, if the two differ (in accordance with the principles of Section1.704-1 (b)(2)(iv) of the Treasury Regulations) but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles.

Net Procee d s of the Offerin g : Gross Proceeds of the Offering less expenses incurred and to be paid by the Company in connection with organizing the Company and in offering Class A Membership Interests to Prospective Purchasers.

Offering: The offer and sale of Class A Membership Interests in the Company made in reliance on Regulation D, promulgated by the Securities and Exchange Commission.

Organizational Expenses : Expenses paid or incurred in connection with the organization of the Company. Such the expenses must be amortized and therefore deducted over a 60- month period. Included are legal fees for services incident to the organization of the Company, such as negotiation and preparation of the Operating Agreement and preparation and filing of the Company’s Articles of Organization, accounting fees for establishing the Company’s accounting system and necessary Company filing fees.

Origin a l I n vested Capita l : The amount in cash or fair market value of property contributed to the capital of the Company by the Class A Members.

Percentage Particip a tio n : The interests of persons or entities negotiated and/or designated by the Manager and/or entitled under the provisions of the Agreement to receive a specific percentage of the net profits of the business of the Company.

Percentage Intere s t : For allocations of Net Profits and Net Losses, the percentage of a Member’s interest set forth opposite the name of the Member in the designated column of Exhibit B, as such percentage interests may be adjusted from time to time pursuant to the terms of this Agreement. Percentage Interests shall be determined, unless otherwise provided herein, in accordance with the relative proportions of the Capital Accounts of Members, effective as of the first day of the Company’s fiscal year but with all distributions under Article V hereof to be deemed to have occurred on such day immediately prior to determination of Percentage Interest of a Member.

Person: Individuals, general partnerships, limited partnerships, other limited liability

companies, corporations, trusts, estates, real estate investment trusts and any other association.

Private Offering Me m orandu m : The accompanying securities disclosure document which is required to be furnished to Prospective Purchasers of Membership Interests pursuant to the federal and state securities laws. The Private Offering Memorandum is dated November 14, 2011.

Pro f its , Losses Cre d it s : The net income, net loss or credits of the Company, respectively, as determined for Federal income tax purposes.

Prospective Purchaser s : Persons or entities who or which receive copies of the OfferingTerm Sheet and are considering investing in the Offering.

Proxy: A written authorization signed or an electronic transmission authorized by a Class A Member or the Class A Member’s attorney-in-fact giving another person the power to exercise the voting rights of that Class A Member. Signed, for this purpose, means the placing of the Member’s name on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission, or otherwise) by the Class A Member or Class A Member’s attorney-in-fact. A proxy may be transmitted by an oral telephonic transmission if it is submitted with information from which it may be determined that the proxy was authorized by the Class A Member, or by the Class A Member’s attorney-in- fact.

Registered Office: The office maintained at the street address of the agent for service of process of the Company in Florida.

Return of Capit a l : Any distribution to a Member to the extent that the Member’s capital account, immediately after the distribution, is less than the amount of that member’s contributions to the Company as reduced by prior distributions that were a return of capital.

Subscription Agree m ent : A document included as part of the separate packet which each person desiring to become a Class A Member must complete, execute, acknowledge and deliver to the Company before being accepted by the Manager as a Class A Member.

Tax Matters Partne r : The designated Manager or Member who, as required by the Tax Equity and Fiscal Responsibility Act of 1983, is to serve as the primary liaison between the Company and the IRS with regard to Company tax matters and proceedings before the IRS. For the Company, the Tax Matters Partner is the Manager.

W ithdrawal : Includes the resignation or retirement of a Member as a Member.

W ritten or I n W riting : Includes facsimile and telegraphic communication.

Article II

FORMATION MATTERS

2.1 Formation of Limited Liability Company - The Members do hereby authorize the

formation of, pursuant to the Florida Limited Liability Company Act, a limited liability company (Company). The rights and liabilities of the Members and Manager shall, except as may be hereinafter expressly stated to the contrary, be as provided for in such Florida limited liability statute.

2.2 Filings - The Manager shall execute, file, record and publish all certificates (including, at the option of the Manager, this Agreement), notices, statements and other instruments required by law for the formation and operation of the Company as a limited liability company in all jurisdictions in which the Company conducts business. Each Member agrees to execute promptly all certificates and other documents consistent with the terms of this Agreement deemed necessary by the Manager for such qualification.

2.3 Limited Liability Company Name - The name of the Company shall be as set forth in Article I. The business of the Company shall be as set forth in Article I or variations thereof as the Manager may determine from time to time.

2.4 Principal Office - The Company’s address to which all mail should be directed shall be as set forth in Article I; however, substitute or additional places of business may be established at such other locations as may, from time to time, be determined by the Manager.

2.5 Name, Address and Designation of Manager and Class A Members - The name and address of the Manager shall be as set forth in Article I. The names and business addresses of the Class A Members are set forth on their respective Subscription Agreements.

2.6 Agent for Service of Process - The agent for service of process on the Company isStewart A. Merkin Esq., 444 Brickell Ave., Ste 300, Miami FL 33131.

Article III

PURPOSES AND POWERS

3.1 Purposes of the Limited Liability Company -The purpose and character of the business of the Company shall be as set forth in Article I.

3.2 Powers of the Company - Such business purposes as set forth in 3.1 shall include the doing of any and all things incidental thereto or in furtherance thereof without in any way limiting the generality of the foregoing statement, the Company may own, operate, sell, transfer, convey, license, mortgage, exchange, exploit or otherwise dispose of or deal with property of every nature whatsoever and engage in any activities in furtherance of said purpose as are not prohibited by law.

The Company purposes set forth in 3.1 hereof may be accomplished by taking any action which is permitted under the Florida limited liability company statute, and which is customary or directly related to the acquisition, ownership, development, improvement, operation, management, financing, selling, leasing, exchanging, exploiting, or other disposing of property of any nature whatsoever provided, however, that nothing

contained in this Section 3.2 or elsewhere in this Agreement shall obligate the Manager to take any action on behalf of the Company if the Manager deems such action inappropriate or not reasonably necessary to accomplish Company purposes.

Article IV

CONTRIBUTIONS AND CAPITAL

4.1 Capital Contributions by Class A Members - Each Class A Member shall contribute to the Company the amount of such Class A Member’s Capital Contribution. The Company intends to offer for subscription limited liability company interests (Class A Membership Interests), priced at $25,000 per Class A Membership Interest (payable as provided in Section 4.3), and each investor who subscribes for at least one (1) Class A Membership Interest (or an approved purchase of a lesser amount] will acquire an interest in the Company subject to the provisions of Section 4.3 of this Agreement. The Capital Contributions described herein shall constitute the full obligation of the Class A Members to furnish funds to the Company. No additional funds or other property shall be required of any Class A Member. The Capital Contributions may be used by the Manager for any Company purpose.

4.2 Capital Contribution by Class B Member - As their contribution to the Capital of the Company, the Class B Members shall contribute the time, effort and expertise necessary to fulfill its obligations to the Company.

4.3 Cash and Property Contribution by Class A Members - The Contributions of the Class A Members shall be an amount equal to the value of funds and property actually received from the private sale of Membership Interests, in the Minimum amount of$500,000 and the Maximum of $10,000,000. The minimum contribution for each Class A Member is $25,000 except the Manager, in his discretion, may accept purchases offractional Membership Interests.

4.4 Withdrawal of Capital - Other than as provided in this Agreement, no Member shall have the right to withdraw such Members Capital Contribution to the Company or to receive any return of a portion of such Contribution.

4.5 Interest - Except for the accrued annual cumulative preferred return, no Member shall be paid interest on any Capital Contribution to the Company. Additionally, no interest shall be paid to Members on amounts placed in the escrow account prior to such funds being transferred to the Company.

4.6 Liabilities of Manager for Contributions -The Manager shall not be personally liable for the return of any portion of the Contributions of the Members; the return of those Contributions shall be made solely from Company assets. However, except as specifically provided in the preceding sentences, the Managers shall not be required to pay to the Company or any Member any deficit in any Member’s Capital Account on dissolution or otherwise. Under the circumstances requiring a return of any Capital Contribution, no Member shall have the right to demand or receive property other than cash except as may be specifically provided for in this Agreement.

4.7 Capital Accounts - An individual Capital Account shall be established and maintained in accordance with the principles set forth in Treasury Regulations under Code Section704 for each Member strictly in conformity with the requirements of Treasury Regulation§1.704(b)(2)(iv). Each Member’s Capital Account will be credited with such Member’sCapital Contribution and each Member shall be further credited and debited, as the casemay be, to reflect such individual Member share of Company distributions, income, losses and all related tax items such as gains, losses, deductions, credits and depreciationrecapture. In the event that any Member shall at any time have a negative balance in suchMember’s Capital Account, such negative balance shall not constitute a debt owed bysuch Member to the other Members or the Company. No interest shall be paid on CapitalAccounts.

Article V

ACCOUNTING AND RECORD KEEPING MATTERS

5.1 Accounting Policy; Fiscal Year - The Company will be taxed as if it were a partnership. For tax purposes, the fiscal year of the Company shall be the calendar year.

5.2 Books and Records - The Manager shall cause to be kept at the office of the Company the following records:

(a) A current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company set forth in alphabetical order, together with the contribution and the share in profits and losses of each Member and holder of an economic interest.

(b) The full name and business or residence address of the Manager.

(c) A copy of-the Articles of Organization and all amendments thereto, together with any powers of attorney pursuant to which the Articles or any amendments thereto were executed.

(d) Copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years.

(e) A copy of the Company’s Operating Agreement and any amendments thereto, together with any powers of attorney pursuant to which any written Operating Agreement or any amendments thereto were executed.

(f) Copies of the financial statements of the Company, if any, for the six most recent fiscal years.

(g) The books and records of the Company as they relate to the internal affairs of theCompany for at least the current and past four fiscal years.

5.3 The Company’s books of account shall be kept on an accrual basis in accordance with generally accepted accounting practices and principles which show accurately the transactions of the Company. Each Member and such Member’s agents and representatives shall have access to the Company’s records at all reasonable times. The

Manager shall arrange for annual tax returns for the Company to be prepared, filed and transmitted to each Member within a reasonable period after the close of each fiscal year of the Company.

5.4 Banking - All funds of the Company shall be deposited in the name of the Company in such bank account or accounts as shall be determined by the Manager. No other funds shall be deposited in such accounts. The funds in such accounts shall be used solely for the business of the Company. All withdrawals therefrom shall be made on checks or drafts signed on behalf of the Company by such person or persons as the Manager shall designate.

Article VI

ALLOCATIONS OF NET PROFITS AND LOSSES; DISTRIBUTIONS; GUARANTEE OF CERTAIN DISTRIBUTIONS

6.1 All net profits and losses of the Company for a Fiscal Year shall be allocated among the Class A Members in proportion to their Membership Interests.

6.2 Class A Members will receive a preferential distribution of 8% per annum on each Class A Member’s initial investment in the Company, payable on the last day of each month, beginning in the second full month following the month in which the investment is transferred from the escrow account to the Company. The Class B Member shall guarantee such preferential distribution so that in the event the Company does not have sufficient funds to pay such preferential distribution, the Class B Member will be responsible for paying such preferential distribution to the Manager at the time it is supposed to be received by the Class A Members, who in turn will remit it to the Class A Members.

6.3 Upon the liquidation of each property purchased by the Company, if the amount invested in the property is being reinvested by the Company, of the available net profit available, if any, the Class A Members will receive an amount up to 25% of the net cash investment in the property and the Class B Member will receive the balance of the net profits available, if any. If the amount invested in the property is not being reinvested by the company and is being distributed to the Class A Members as a distribution, the full amount of the amount invested in the property shall be distributed to the Class A Members as a return of capital and the Class A Members will receive an amount up to25% of the net cash investment in the property and the Class B Member will receive the balance of the net profits available, if any. Net cash investment in the property shall be defined as the cash amount paid for the property plus brokerage and professional fees, renovation costs, due diligence costs, and real estate taxes and insurance for the first year after purchase.

6.4 The Class B Member shall receive all remaining funds not distributed to Class A Members and to the Manager.

6.5 All undistributed cash will be used in the Business as working capital and topurchase and rehabilitate additional real estate.

Article VII

MANAGEMENT OF THE COMPANY

7.1 Manager - The initial Manager shall be MASCO Management.

7.2 Management Powers of the Manager (Generally) - The Manager is empowered (subject to the limitations set forth below) to manage and control the operational affairs of the Company and will be responsible for all investor relations. Notwithstanding anything else contained herein to the contrary, the Manager will have no authority over any aspects of the purchase, renovation, management or sale of the properties except that any purchase of property for an amount in excess of $150,000 must be approved in writing by the Manager.

7.3 Management Powers of Class B Member - Simultaneously with the execution of this Operating Agreement, the Company and the Class B Member entered into an agreement delineating the rights and obligations of the Class B Member to the Company, a copy of which is attached as Exhibit B hereto. Among other terms and conditions, all properties purchased by Company will be renovated and brought into compliance with HUD standards by the Class B Member. The Class B Member will be responsible for renovating all of the properties to meet HUD standards and managing the properties for Company after purchase. Specifically, the Class B Member will be responsible for the following:

7.3.1 Identification of properties to be purchased -all properties will be analyzed by the Class B Member in order to determine geographical demand, current fair market value, estimated renovation costs and projected rent revenue. the Class B Member will then conduct title searches, lien searches, determine whether there are any code violations and perform a complete real estate inspection for each property.

7.3.2 If it is determined that a property will be purchased, the Class B Member will be responsible for renovating and bringing the property into compliance with HUD standards.

7.3.3 The Class B Member will be responsible for managing the properties for Company after purchase. Prior to a tenant moving in, the Class B Member will process each tenant’s security deposit, Housing Assistance Payments (“HAP”) contract and the executed lease agreement with the local housing authority to schedule the required Section 8 housing (HUD) inspection. the Class B Member will receive all housing assistance payments via direct deposit from the respective Section 8 housing authorities for the agreed lease term.

7.3.4 The Class B Member will make all decisions and have sole discretion withrespect to the purchase, renovation, management and sale of the properties. Notwithstanding anything else contained herein to the contrary, the Manager will have no authority over the aforementioned except that any purchase of property for an amount in excess of $150,000 must be approved in writing by the Manager.

7.3.5 Not later than 45 days after the close of each fiscal year of the Company, the Class B Member will provide certified financial statements regarding the purchase, renovation, management and sale of the properties to the Manager.

7.4 Authority to Execute Agreements on Behalf of the Company - In connection with the foregoing, it is agreed that any instrument, agreement or other document executed by the Manager, while acting in the name and on behalf of the Company shall be deemed to be an action of the Company as to any third parties (including the Members as third parties for such purposes). Notwithstanding anything to the contrary contained herein, the Manager shall have no authority to cause the Company to effect any borrowing in any transaction in which the creditor would receive, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Company other than as a secured creditor.

7.5 Time Devoted to the Company – The Manager will not be devoting his full business time to the affairs of the Company but will devote such time to the affairs of the Company, as he, within his sole discretion (exercised in good faith), determines to be necessary for the benefit of the Company.

7.6 Other Business - Any Member or Manager shall have the right to engage in or possess any interest in other business ventures of any kind, nature or description (including without limitation, the business of the Company) whether or not in competition with the Company. Neither the Company nor any other Member or Manager shall have any right by virtue of this Agreement in or to such independent ventures or to the income or profits derived therefrom.

7.7 Agreements with Members and Others - Other than the agreement described in Subparagraph 7.3 hereunder, the Manager shall not enter into (on behalf of the Company any agreements with Members or any person related to the Manager unless such agreements are on terms and conditions which the Manager might reasonably conclude are not less favorable to the Company than the terms and conditions likely to result from arms-length negotiations with unaffiliated third parties. For the purposes of this subsection, the term unaffiliated third parties shall mean third parties in which the Manager has no material direct or indirect financial interest.

7.8 Manager as Tax Matters Partner – The Manager or his representative is designated as the Tax Matters Partner of the Company as that term is used in Section 623.1 (a) of the Code and regulations thereunder. Such Manager, acting as Tax Matters Partner, may enter into one or more agreements with the IRS with respect to the tax treatment of any the Company income, loss, deductions or credits and, to the extent permitted under the

Code, may expressly agree that such agreement shall bind any other Manager andMembers of the Company.

7.9 Removal of Manager - The Manager may be removed by an 85% vote of the Class A Members based upon each Class A Member’s capital account as it may be increased or decreased from time to time according to generally accepted accounting principles.

7.10 Indemnification - The Manager and their representatives or agents, the Manager’s Counsel and the managers of the Class B. Member shall be held harmless and be indemnified by the Company for any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorney’s fees) suffered by virtue of any acts or omissions or alleged acts or omissions arising out of such person’s activities either on behalf of the Company or in furtherance of the interests of the Company and in a manner believed in good faith by such person to be within the scope of the authority conferred by this Agreement or law, so long as such person is not determined to be guilty in a final adjudication of criminal conduct, gross negligence or gross misconduct with respect to such acts or omissions. Such indemnification or agreement to hold harmless shall only be recoverable out of the assets of the Company including insurance-proceeds, if any. Notwithstanding the foregoing, the indemnification herein arising from or out of violation of state or federal securities laws shall not be made.

7.11 Compensation of Manager. The Manager will receive compensation of 1% per annum of the amount invested in the Company by the Class A Members as a fee for services rendered.

7.12 Fiduciary Duties of Manager - The fiduciary duties a Manager owes to the Company and to its Members are those of a partner to a partnership and to the partners of the partnership.

7.13 Rights and Obligations of the Class A Members

7.13.1 No Participation in Management - The Class A Members shall not participate in the management of the business of, or transact any business for, the Company and shall have only such rights and powers as a Class A Member has as is expressly provided herein or provided by applicable law.

7.13.2 Liability - No Class A Member shall be personally liable for any of the debts, contracts or other obligations of the Company or any of the losses thereof, except to the extent of such Class A Members Capital Contribution, plus such Members share of undistributed Company income if any. When a Class A Member has rightfully recovered the return in whole or in part of such Class A Member’s Capital Contribution, such Class A Member shall nevertheless be liable to the Company for a period of one year thereafter for any sum, not in excess of such return with interest, necessary to discharge such Class A Member’s liability to all creditors who extended credit or whose claim arose during the period the contribution was held by the Company. No Class A Member shall be required to contribute any amounts to the Company except as provided for in this Agreement.

7.13.3 Class A Members may not bind Company - No Class A Member shallhave any power to represent, sign for or bind the Managers or the Company.

7.14 Reports to Class A Members - Not later than 75 days after the close of each fiscal year of the Company, the Manager shall deliver to each Member the following three items which are to be prepared by an independent public accountant (1) an annual report, (2) a balance sheet of the Company, (3) an income statement for that year and (4) a statement setting forth that Class A Members allocable share of all items of the Company income, gain, loss, deduction, credit and tax preference for that fiscal year which are to be included by that Class A Member on such Class A Member’s federal income tax return for that year. Each of the financial statements and documents referred to above will be conclusive and binding upon the Class A Members unless written objection thereto is received by the Manager within 60 days after the statement has been delivered to the Class A Members.

7.15 Meetings - (a) Meetings of Members may be held at any place, either within or without the state of Florida, selected by the person or persons calling the meeting or as may be stated in or fixed in accordance with the Articles of Organization or this Operating Agreement. If no other place is stated or so fixed, all meetings shall be held at the principal executive office of the Company. (b) A meeting of the Members may be called by the Manager for the purpose of addressing any matters on which the Members may vote. (c) Notice and other matters relating to such meetings shall be accordance with the provisions of the Florida limited company statute. The scheduling of such meetings shall not interfere with the duties of the Manager.

7.16 Liquidation of Company - The Manager expects that all of the investments will be liquidated in approximately 10 years from the date of this Agreement; to achieve this goal, the Company may begin liquidation of the properties after the beginning of the ninth year. The Company may sell properties at anytime the opportunity to profit on the sale is presented, in which event, additional properties may be substituted. Upon a vote of at least 75% of the Class A Members, liquidation may begin before or after the aforementioned period.

Article VIII

ASSIGNMENT OF INTERESTS IN THE COMPANY

8.1 Restrictions On Transfers - Notwithstanding anything to the contrary contained in this Agreement, interests in the Company may not be assigned, sold or otherwise transferred if such assignment, sale or other transfer is prohibited by law or is not effected in compliance with all applicable federal and state securities laws and regulations or would result in a termination of the Company for tax purposes (unless such transfer is by operation of law).

8.2 Rights of Assignee - An assignee, legal representative or successor in interest of a Member shall be subject to all of the restrictions on a Member provided in this Agreement. An assignee of a Members interest, or a portion thereof, who does not become a substituted Member in accordance with the provisions below shall have no right to an accounting of Company transactions, to inspect the Company books, or to vote

on any of the matters on which a Member would be entitled to vote. Upon the giving of notice of the assignment to the other Members and the Manager, such an assignee shall be entitled to receive only the share of Company profits or other compensation by way of income, or the return of the assignor’s contribution, to which the assignor would have been entitled.

8.3 Substitution of Assignee - An assignee of all or any part of a Members interest shall become a substituted Member only if (a) the Manager consents thereto in writing (and the Manager may withhold such consent in his discretion) and (b) each of the following conditions is met:

(i) The assignee shall consent in writing, in a form prepared by or satisfactory to the Manager, to be bound by the terms and conditions of this Agreement;

(ii) The assignee shall pay any expenses of the Company in effecting the substitution;

(iii) The assignment shall be effected in compliance with all applicable federal and state securities laws and regulations; and

(iv) All requirements of the Florida limited liability company statutes including amendment to this Operating Agreement, shall have been completed by the assignee, the assignor and the Company, as the case may be.

8.4 Allocations and Distributions - All assignments shall become effective for distribution and allocation purposes at the close of the calendar month in which the Manager is notified of such assignment. All cash distributions required to be made or made after the date the assignment is effective shall be made to the transferee. Income or loss for the year shall be allocated to the transferor and transferee based on the ratio of months each was considered to be the Member of Record in the Company.

8.5 Incapacity, Death, Bankruptcy of a Member - In the event of the incapacity (i.e., judicially determined incompetence or insanity), death, or bankruptcy of a Member, the executor, trustee, guardian or conservator, administrator, receiver, or other successor in interest of such Member shall have all the rights of such Member for the purpose of settling or managing such Member’s affairs and such power as such Member possessed to assign all or a part of such Member’s interest (subject to the Manager’s approval) and to join with the assignee in satisfying the conditions precedent to such assignee’s becoming a substituted Member.

The incapacity, death, or bankruptcy of a Member shall not dissolve the Company. Each Member’s estate or other successor in interest shall be liable for all obligations of such Member. In no event, however, shall such estate, legal representative or other successor in interest become a substituted Member as such term is used herein, except in accordance with the above.

8.6 Further Assignments - An assignee of all or any portion of the interest of a Member in the Company pursuant to the terms hereof, who desires to make a further assignment of such interest, shall be subject to all the provisions of this Section to the same extent and in the same manner as such Member making an initial assignment of such Member’s interest in the Company.incapacity

8.7 Incapacity, Withdrawal or Death of Manager - In the event of the incapacity, withdrawal,, or death of the Manager, the Class Be Member will temporarily act as a Manager; thereafter a new Manager shall be named by the Class A Members who own more than 85% of the outstanding Membership Interests.

Article IX

AMENDMENTS

9.1 This Agreement may be amended only with the written consent of the Manager. No amendment which is not approved in writing by the Manager, however, shall change the purpose of the Company, modify the term of the Company, change the Company to a general partnership, reduce the liabilities, obligations or responsibilities of the Manager, increase the liabilities or commitments of the Members or change the provisions of this Agreement requiring the unanimous consent of the Members to continue the business of the Company.

Article X

DEFAULT BY CLASS B MEMBER

10.1 In the event that any payment to the Class A Members hereunder is 30 days in arrears and is not paid within five business days after notice of default is delivered to the Class B Member by certified mail or recognized courier, a default will be considered to have occurred and in such case, all Class B Membership Interest and any agreements between the Class B Membership Interest and the Company will be immediately deemed null and void. In such case, the Company will wind down and the Business will be liquidated with the Class A Membership Interests having sole liquidation rights in the Company.

Article XI

DISSOLUTION, WINDING UP, AND LIQUIDATION

11.1 Events of Dissolution - The Company shall be dissolved at the time specified at Article 7.15 above or upon the earlier occurrence of any of the following: (a) at the time specified in the Articles of Organization; (b) upon the happening of events specified in the Articles of Organization; (c) by the vote of a majority in interest of the Members, (d) upon the occurrence of a Dissociation Event, unless the business of the Company is continued by a vote of 75% of the Class A Members within 90 days of the happening of

the event, or (e) by decree of judicial dissolution pursuant to the Florida limited liability company statute.

11.2 Company Continuation - The Company shall not be dissolved by the death, withdrawal, retirement or incapacity of a Manager, provided the business of the Company is continued by a remaining or successor Manager pursuant to a right to do so stated in the Agreement, which right is hereby granted.

11.3 Winding Up - In the event of dissolution as provided above (including in the event that Class A Members do not elect a successor Manager and continue the business of the Company as provided above), the business of the Company shall be wound up, and the assets distributed as provided herein. The winding up of the affairs of the Company and the distribution of its assets shall be conducted by the Manager who is hereby authorized to do any and all acts and things authorized by law for these purposes. In the event of the removal, death, incapacity, withdrawal or bankruptcy of the Manager, the winding up of the affairs of the Company and the distribution of its assets shall be conducted by such person or entity as may be selected by such Class A Members as own at least 75% of the outstanding Class A Membership Interests, which person or entity is hereby authorized to do any and all acts and things authorized by law for these purposes. In winding up the affairs of the Company, property may be sold and a Member may, if such Member desires, purchase such property for the fair market value thereof.

11.4 Liquidation - (a) Upon liquidation of the Company, all assets of the Company shall be liquidated and distributions shall be made to Members in accordance with their positive capital account balances. Net profits and net losses resulting from transactions in connection with liquidation shall be allocated to each Member’s capital account as set forth in Article V hereof. (b) After dissolution and liquidation, all remaining assets of the Company shall be paid in the following order: (i) to third party creditors (including any lending bank), in the order of priority provided for by law; (ii) to the Manager for reimbursement of any unreimbursed expenses advanced by such Manager or other amounts owed to such Manager by the Company; (iii) to the Members in accordance with their ending Capital Account balances. (c) If all of the Members and Manager shall so determine, payments on dissolution, or any other Company distributions, may be made in whole or in part in kind.

Article XII

MISCELLANEOUS PROVISIONS

12.1 Notices - Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party to whom the same is directed or three (3) business days after deposit in the Membership Interested States mail, registered or certified, postage and charges prepaid, addressed to each Member or Manager, as applicable, at the applicable address specified by such Member in the Subscription Agreement. A Member may change such Member’s address for purposes of notice by a writing sent in accordance with this Section to the Manager.

12.2 Power of Attorney - Each Member, upon execution of an Offering SubscriptionAgreement and approval of the Manager, hereby makes, constitutes, and appoints the

Manager as such Member’s true and lawful attorneys, with full power of substitution, for such Member and in such Member’s name, place, stead and benefit, to sign this Agreement, and, subject to any applicable consent requirements contained in this Agreement, to sign, execute, certify, swear, acknowledge, file, and record any other documents, instruments, and conveyances as may be necessary or appropriate to carry out the provisions or purposes of this Agreement or which maybe required of the Company by law in Florida, or any other applicable jurisdiction, or by federal or states securities law or other applicable laws, including, without limitation, amendments to or cancellations of the certificate and fictitious business name statements.

The foregoing grant of authority is hereby declared to be irrevocable and a power coupled with an interest and shall survive the death, incapacity or bankruptcy of any person hereby giving such power and the transfer or assignment for the whole or any portion of the Company interest of such person; provided, however, that in the event of a transfer by a Member of all of such Member’s Membership Interests, the foregoing power of attorney of a transferor Member shall survive such transfer until such time, if any, as the transferee shall have been duly admitted to the Company as a Substitute Member.

12.3 Severability - If any provision of this Agreement shall be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality, and enforceability of the remaining provisions, or of such provision in any other jurisdiction, shall not in any way be affected or impaired thereby.

12.4 Applicability of Florida Law and Exclusive Venue - This Agreement, and the application or interpretation hereof, shall be governed, construed and enforced exclusively by its terms and in accordance with the laws of the State of Florida. Exclusive venue for all court actions shall be the courts of Broward County, Florida.

12.5 Headings - Headings at the beginning of each Article and Section of this Agreement are solely for the convenience of the readers and are not intended to control or influence in any manner the meaning of the specific language provided thereunder.

12.6 Entire Agreement - This Agreement, the accompanying Private Offering Memorandum, the Subscription Agreement and the agreement set forth in Paragraph 7.3 between the Company and the Class B Member executed contemporaneously herewith contain the entire agreement between the Members and the Manager relating to the subject matter hereof and all other agreements relative hereto which are not contained therein are terminated.

12.7 Successors - This Agreement shall be binding on and inure to the benefit of the respective successors, assigns and personal representatives of the parties hereto, except to the extent of any contrary provision in this Agreement.

12.8 Consents and Agreements - Any and all consents and agreements provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with the books of the Company.

12.9 Attorney’s Fees - If any legal action or arbitration or other proceeding is brought by any party hereto for the enforcement of this Agreement or as a result of an alleged breach, default or misrepresentation in connection with any of the provisions of this

Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in such action or proceeding, in addition to any other relief in which the party may be entitled.

12.10 Waiver of Claims - Each Member is hereby urged to obtain the advice of independent counsel regarding all matters relating to this investment. To the extent that a Member chooses not to obtain separate legal representation on matters relating to the affairs of the Company, such Member or Members hereby knowingly and willingly agree to waive any claims against the Manager’s Counsel based on such Counsel’s advice to his Manager client as it relates to the Company.

12.11 No Injunction - The parties hereto agree and acknowledge that in the event of a breach by any party hereto of any obligation hereunder, the damage caused any other party shall not be irreparable or otherwise so sufficient as to give rise to a right of injunctive or other equitable relief, and the parties hereto acknowledge that their rights and remedies in the event of any such breach shall be limited to the right, if any, to recover damages in an action at law or arbitration hereunder and shall not include the right to enjoin the Business of the Company.

12.12 Cure - No party shall be liable to any other party for damages of any kind arising out of or in connection with any breach of this Agreement occurring or accruing before the breaching party has had reasonable notice of and opportunity to cure such breach.

12.13 Person - As used herein; the word person means-any person, firm; partnership, association, corporation, or other entity.

12.14 Counterparts - This Agreement may be executed in counterparts by each of theMembers and Manager, all of which taken together shall be deemed one original.

IN WITNESS WHEREOF, the undersigned has executed the Agreement as of the date set forth below.

Ironkey Development LLC Manager:

By: MASCO Management, Inc. By: MASCO Management, Inc.

By: By:Stewart A. Merkin, President Stewart A. Merkin, President

Class B Member:

Ameristar Properties LLC

By:Adrian Lee, Manager

By:Carmine Savoca, Manager

EXHIBIT A

CLASS A MEMBERS

EXHIBIT B

AGREEMENT BETWEEN IRONKEY DEVELOPMENT LLC AND CLASS B MEMBER

SCHEDULE I SUBSCRIPTION

AGREEMENT

Please complete the following agreement and affix your signature. Remove the agreement and make all checks payable to:

Ironkey Development LLC Escrow Account

Please forward your payment along with the signed Subscription Agreement to:

Stewart A. Merkin, Esq., PAEscrow Agent

Suite 300444 Brickell AvenueMiami, FL 33131

SUBSCRIPTION AGREEMENT

IRONKEY DEVELOPMENT LLC

1. IronKey Development LLC, a Florida limited liability company (the "Company") is offering to sell 400 of its Class A Membership Interests (the “ Membership Interests”.) Subject to the terms and conditions herein,(“Investor”) hereby subscribes to purchase Membership Interests for $ .00 perMembership Interest (total - $ .00.)

2. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES AGENCY PASSES UPON THE MERITS OF OR GIVES ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

3. Representations and W a rranties . In consideration of the sale of the Membership Interests, intending to be legally bound and intending the Company to rely thereupon, Investor and/or its stockholder hereby represent, warrant, and covenant, to the Company as follows:

(a) Neither the Company nor any person acting on behalf of the Company has offered to sell, offered for sale or sold the Membership Interests (and/or the constituent securities) by means of general solicitation or general advertising. Investor has not received, paid or give, directly or indirectly, any commission or remuneration for or on account of any sale or the solicitation of any sale of the Membership Interests.

(b) Investor has been offered full access to all underlying documents in connection with this transaction as well as such other information as Investor has deemed necessary or appropriate for a prudent and knowledgeable Investor to evaluate the purchase of the Membership Interests. Investor acknowledges that the Company has made available to Investor the opportunity to obtain additional information from, to ask questions of, and receive satisfactory answers from the officers of the Company concerning the terms and conditions of the private placement and to verify the information given. Investor is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Investor is unaware. In making his or her investment decision, Investor has relied solely upon his or her independent investigation of the investment and a copy of the Private Placement Memorandum of the Company.

SPECIMEN

(c) Investor is aware that an investment in the Membership Interests and the constituent securities thereof is a speculative investment, which involves a substantial degree of risk. Investor warrants that he/she has such sufficient requisite knowledge and experience in business and financial matters that Investor is capable of evaluating the merits and risks of an investment in the Company, which is a start-up business. Investor understands that the Company is relying on Investor's representations for the purposes of confirming Investor's suitability as an Investor in the Company. Investor is aware of and understands the Risk Factors associated with the Company which are set forth in the Private Placement Memorandum.

(d) Investor is aware that the Membership Interests have not been registered under the Securities Act of 1933 (the "Act") and that there is no assurance that any trading market will develop, or that if a trading market develops that there will be meaningful volume and liquidity, and that Investor may therefore be required to bear the economic risk of the investment indefinitely.

(e) Investor has reviewed his/her financial condition and commitments. Based upon such review, Investor is satisfied that he/she has adequate means of providing for his financial needs and possible contingencies as well as those of any dependents, and that he/she does not have any current or foreseeable future need for liquidity of the funds being utilized in the purchase of the Membership Interests. Investor is capable of bearing the economic risk of the investment in the Membership Interests and the constituent securities thereof for the indefinite future. At this time, Investor has assets or sources of income, which, if taken together, are more than sufficient so that Investor could bear the risk of loss or his/her entire investment in the Membership Interests and their constituent securities.

(f) The following information in this subparagraph is being furnished in order for you to determine whether Investor will be a qualified purchaser of Common Stock. Investor understands that the Company will rely upon the following information for purposes of making such determination and that the Common Stock will not be registered under the Act in reliance upon the exemption. INVESTOR HEREBY CERTIFIES THAT THE FOLLOWING INFORMATION IS TRUE AND CORRECT AS OF THE DATE HEREOF AND UNDERTAKES TO INFORM THE COMPANY PROMPTLY OF ANY CHANGE WITH RESPECT THERETO. Investor understands that the representations contained in this subsection are made for the purpose of qualifying Investor as an accredited Investor as that term is defined by the Securities and Exchange Commission for the purpose of inducing a sale of securities to Investor. Investor represents that the statement or statements initialed below are true and correct in all respects. Investor understands that a false representation may constitute a violation of law, ant that any person who suffers damage as a result of a false representation may have a claim against Investor for damages. Investor certifies that Investor is an accredited Investor because either:

( i) Investor and/or its stockholder had individual income (exclusive of any income attributable to Investor’s spouse, if any) of more than $200,000.00 in each of the most recent two years and Investor reasonably expects to have an individual income of$200,000.00 for the current year, or (ii) Investor, together with Investor’s spouse, had joint

income in excess of $300,000.00 in each of the most recent two years and Investor reasonably expects to have joint income of $300,000.00 for the current year; or

(ii) Investor and/or its stockholder has an individual net worth, or Investor’s spouse and Investor has a joint net worth of $1,000,000.00 exclusive of his or her personal residence.

(g) Investor and/or its stockholder or member is aware that this transaction and the offering of the Membership Interests have not been reviewed by the United States Securities and Exchange Commission or by any state securities authorities. No agency, federal or state, has passed upon the fairness or merits of this investment.

(h) Neither this Subscription Agreement nor Investor's rights hereunder, may be assigned, sold or transferred in any manner and this Subscription Agreement may not be altered, amended or revoked without the prior written consent of the President of the Company.

(i) Investor is a bona fide resident of the state set forth next to Investor's signature, such state is Investor's principal residence, and Investor is at least 18 years of age.

(j) Investor understands and agrees that if Investor's subscription is accepted, Investor will be required to execute such additional documents as may be necessary to effect the issuance of the Company's Membership Interests which Investor has purchased.

The foregoing representations, warranties and covenants are true and accurate as of the date hereof and shall be true and accurate as of the date of completion of the offering. If such representations and warranties shall not be true and accurate in any respect prior to completion of the offering, Investor shall give written notice of such fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefore.

4. Inde m nification . Investor acknowledges that he/she understands the meaning and legal consequences of the representations and warranties contained herein, and Investor hereby agrees to indemnify and hold harmless the Company, its directors, managers, officers and representatives as the case may be, and any person controlling the Company within the meaning of Section 15 of the Act, from and against any and all claim, loss, damage, expense and liability whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation commenced or threatened or any claim whatsoever) based upon, due to or arising out of a breach of any representation or warranty or covenant of the undersigned contained in this Subscription Agreement or of any false representation by Investor.

5. Operating Agree m ent of Ironkey Properties L L C . By executing this Subscription Agreement, Investor agrees to be bound by the terms and conditions of the Operating Agreement of Ironkey Properties LLC attached as Schedule.

6. Miscella n e o us .

(a) This Subscription Agreement and the Operating Agreement of the Company constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings which are deemed to have been merged herein. No representations were made or relied upon by either party, other than those expressly set forth herein.

(b) This writing shall be amended only by a further writing. No agent, employee, or other representative of any party is empowered to alter any of the terms hereof, including specifically this Paragraph, unless done in writing and signed by both parties.

(c) Whenever required by the context hereof: the masculine gender shall be deemed to include the feminine and neuter; and the singular member shall be deemed to include the plural. Time is expressly declared to be of the essence of this Agreement. This Agreement shall be deemed to have been mutually prepared by all parties and shall not be construed against any particular party as the draftsman. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

(d) The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Florida. Venue and jurisdiction of any controversy or claim arising out of, or relating to this Subscription Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be in the State of Florida. In any legal action or other proceeding involving, arising out of or in any way relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses of litigation.

(e) The failure of any party to object to, or to take affirmative action with respect to, any conduct of any other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct. No delay or failure by any party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein.

(f) Headings in this Subscription Agreement are for convenience only and shall not be used to interpret or construe its provisions.

(g) This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(h) The provisions of this Subscription Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns.

(i) The State Law Notices set forth in the Private Placement Memorandum hereto are hereby incorporated herein by reference.

IN WITNESS WHEREOF, the undersigned has executed and delivered this SubscriptionAgreement this forth below.

day of , 20 and requests that the securities be registered as set

STATE OF RESIDENCE:

Securities are to be registered as follows:

NAME:

ADDRESS:

TELEPHONE:

PURCHASER'S SIGNATURE: X

TAX IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER OF PURCHASER:

SPECIMEN

CLASS A MEMBER ACKNOWLEDGEMENT

STATE OF

COUNTY OF

I HEREBY CERTIFY that on this day personally appeared before me[ ] personally known to me or [ ] who produced

as identification and he acknowledged the execution thereof freely and voluntarily.

WITNESS my hand and official seal this day of , 201_.

NOTARY PUBLIC

Commission Stamp:

Accepted by:

Ironkey Development LLC,a Florida limited liability company

By: MASCO Management, Inc., a Florida corporation

By:Stewart A. Merkin, President