ALLISON JAMES ESTATES AND HOMES BUSINESS PLAN I.

Executive Summary Allison James Estates and Homes is the leading virtual real estate brokerage in the country. By providing total backend support for both their Realtors and Brokers, without the financially draining costs of a brick and mortar operation, we give our Realtors superior support and the ability to keep one-hundred percent of their commissions. The companys corporate office handles all of these functions from a single location, with minimal staff, due to a proprietary backend system that was developed internally. In less than four years of operations, the company has grown to over five-hundred Realtors currently operating from thirteen states. The companys goal is to leverage its platform and expertise across all states and potentially even internationally to build a world-class real estate organization. Allison James Estates and Homes is uniquely positioned to be the leading player in the virtual real estate brokerage space a market segment that is still in its infancy but one which we expect will be embraced by a significant number of real estate professionals in the near future.

Our Vision: To build one of the leading residential real estate brokerages in the country by liberating our Realtors, brokers, and customers from the old and tired model of brick and mortar offices with financially ruining overhead. Allison James Estates and Homes believes that with the right partners and management over the next decade they can grow to a minimum of 25,000 Realtors and to as many as 100,000 Realtors. Our Mission: To build Allison James Estates and Homes into one of the leading real estate brokerages in the country by providing todays professional Realtors with what they have always wanted: the ability to run their business as their business with little interference from the Broker, but complete support when it is requested and required. Keys to Success: To treat the Realtor with respect and as the customer of the brokerage, and to deliver to the Realtor a superior support system that is there when they need or require it. We will accomplish this by continuing to provide our already proven business model while giving the Realtor the opportunity to keep 100% of their own hard-earned commissions for a small monthly support and E&O fee. The company is led by CEO James A. Crumbaugh III, COO Matthew R. Crumbaugh, and Director of Realtor Relations Virginia Crumbaugh.

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II. Company Description

Created, organized, incorporated, and founded by James A. Crumbaugh III in the summer of 2007. Opened for business on January 3, 2008. Company background: James A. Crumbaugh III, after operating and then selling a sixoffice Prudential franchise with 200 Realtors at the peak of the market, realized that the days of the profitable brick and mortar operations was a thing of the past. Technology has allowed all Realtors to act independently from the brokers office environment. A Realtor no longer needs the office fax, computer, phone system, or copier; most have home offices with all these tools yet the typical brokerage remains stuck in the old model. Furthermore, Realtors can also get almost all of their training from their local Board of Realtors and specialized training from dozens of venues. As a result, they feel cheated that a broker takes up to 50% of their commissions. As the virtual business model becomes more accepted, we believe the brick and mortar operations (with the exception of specific locations such as on the beach or a ski area, for example) will cease to exist. It is our belief that this process will accelerate over the next decade. All Realtors know that any day of the week they can now find a company that will give them 100% of their commissions; as they become comfortable with this business model, more and more will abandon the old model and make the move. Allison James Estates and Homes has found that our Realtors report that we have a better support system than the brick and mortar environment that they came from. We take great pride in delivering superior service to our Realtors. We believe that our approach of hiring high-quality Realtors and providing them with superior service, while also giving them 100% of their commissions, has set us apart from all the other companies in the market. Due to this, yet despite our limited budget, we are having great success recruiting from some of the largest and best-funded national brands; almost half of our Realtors come from Keller Williams, followed by Re/Max, Prudential Real Estate Affiliates, Coldwell Banker, and CENTURY 21. The Companys headquarters are located in Punta Gorda, FL. Brokers and sales associates are currently licensed to operate in thirteen states: Arizona, California, Florida, Iowa, Maryland, Massachusetts, New Hampshire, New York, North Carolina, Texas, Virginia, Washington, and Washington DC. o Although we only have one central location, there are states that require an office to maintain operations. We have found that an executive office meets these requirements and our experience to date is that we can satisfy these states requirements for as little as $130 a month using this approach.

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III. Market Analysis

The residential real estate industry has shrunk in this challenging economic environment from over 1.3 million Realtors at its peak in 2006 to barely 1.0 million Realtors today. Most of the current major brands have shrunk in line with the national declines, though some have suffered worse than others. As detailed in Appendix E, we believe that the Realtor base will remain at or only slightly above the current numbers for the foreseeable future. We also believe that the longer the current housing market challenges continue, the greater the opportunity Allison James Estates and Homes will have to strengthen its position as the leading virtual real estate brokerage in the country. In our opinion, even at this moment in time, our model is appealing to at least 80% of the existing Realtors with a third of them primed to make the move to the virtual model if an appealing and recognizable option becomes available in their marketplace. As our name gets established nationally and Realtors become comfortable with this model generally and Allison James Estates and Homes specifically, we believe we can expect a continued explosion of growth. Our potential market size is therefore essentially any and all of the one million Realtors nationally, assuming we are open in all areas. In just the markets we currently operate in, there is a base of 400,000 Realtors doing business so our upside potential even at this moment is tremendous. Our pricing is neither the lowest nor the highest of the virtual business models we have come across. We do, however, believe strongly that we have the best support system in place. We have grown to thirteen states and over 500 Realtors with practically no advertising. With an increase in agent-focused, branded advertising (through such venues as Realtor.com, the state and local Realtor associations, various conferences, and advertisers such as RIS Media and Inman, for example), which would cost $20,000 a month or more, we could greatly accelerate our market share.

Allison James Estates and Homes at this point in time only hires the experienced Realtor. Our typical Realtor has ten years in the business and closes over six sales a year very
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comparable with the national average yet with an operating model that has a fraction of the fixed costs most others have. This focus on experienced and productive Realtors is another differentiating factor when we compare our company to other virtual brokers, who have typically struggled to attract and retain productive agents.

We currently operate with 525 agents and brokers in thirteen states (Arizona, California, Florida, Iowa, Maryland, Massachusetts, New Hampshire, New York, North Carolina, Texas, Virginia, Washington, and Washington DC). Although we expect to succeed in all regions, currently leading our growth is California, which almost doubled in Realtor count over the last year (with our San Diego operations coming in with 96% growth over the last year). Virginia is our second hottest market while Florida is our second largest market.

IV. Competition
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There are currently no competitors to our virtual real estate brokerage model on a national level, nor are we aware of any potential competitors soon to appear. There are similar programs but they are smaller firms with a singular, local-market presence. We still consider traditional brick and mortar offices and larger, franchised brokerages to be our major competitors. We believe our reputation is our strongest asset as of this time. Most of the similar models to ours hire anyone with a license and their production per Realtor is often less than two sales per year; the companies appear to want to stockpile as many Realtors as possible who will pay the basic monthly fee without paying attention to production this lack of quality is the greatest reason why the business model has not grown as fast as it should. Allison James Estates and Homes, however, made a decision from day one to build a business model that was in many ways fashioned after Re/Max in the sense that we believe we can be a disruptive force challenging the status quo. The virtual business model currently has less than 5% of the national market share of Realtors. Our focus is to attract or acquire 2% of all Realtors nationally by the year 2020; this is nothing more than a continuation of the 150% per annum growth rate we have enjoyed over the last three years and is less than the 13% monthly trend-line since inception. After only 3 years of existence, we are number three in the Florida location where the corporate office is and the number one listing company in San Diego. We are confident that we will be able to continue to grow market share by attracting the top teams and Realtors in every region that we open in. Our focus will continue to be on organic growth, however, there are numerous acquisition opportunities available to us and our growth and name recognition could be substantially accelerated with targeted acquisitions (some examples are detailed in Appendix H). Our biggest challenge to growth is finding the right broker to build around and helping them to a good monthly income quickly. As we add affiliate businesses, such as title, escrow, mortgage, and homeowners insurance, our brokers can participate in this additional profit which will help to achieve those goals.

V. Marketing & Sales Strategies

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The company is currently licensed to operate in thirteen states but does so without any physical offices. Our over 500 sales professionals work remotely, keep 100% of their commissions, and are given the choice of one of three compensation plans:
o

Plan A: the associate pays us $2,950 per year up front along with a $395 annual errors & omissions fee (which is waived for their first year). Plan B: the associate pays us $295 per month along with an annual E&O fee of $395 (which is waived for their first year). Plan C: the associate pays us $35 per month plus $260 per transaction plus $35 for E&O coverage per transaction. This plan accounts for almost 37% of our revenues. Many agents on this plan should be on one of the other two plans but remain here, presumably due to the condition of the market and resistance to annual contract commitments.

As stated previously, we believe our support system to be superior to any other virtual brokerage and comparable to the best available to traditional bricks and mortar brokerages. At the same time, we give the Realtor 100% of their commission while treating them as our customer with respect. Our Realtors have become enthusiastic supporters of our company and are a key asset as we look to continue our growth; every month in our eMagazine, we list testimonials from our Realtors praising our support system and value proposition. As we have grown we have found that top Realtors in most areas are initially attracted to our concept. The key to our success is to recruit well-known talent; when a top Realtor or a top team joins us, it is often like dominoes falling with the other good Realtors approaching us in droves. We believe that the best way to expand rapidly into new areas is too acquire one-hundred percent brokerages. They have sprung up like locusts but we have found that few are profitable and many are looking to sell because they based their business model on a brick and mortar environment yet their agents demand 100% compensation. We have proven that a physical location for the experienced Realtor is not a requirement and is not even a determent. As a result, we have had positive agent growth in 47 of the 51 months we have been in operations (of the four other months, two were flat while the two negative months saw a cumulative, national loss of only thirteen agents) this is detailed in Appendix D. When agents do leave, most are through retirement or abandonment of the business. We lose less than 1% of our agents to other companies and we have found that almost all that do leave come back to us after just one or two sales commissions with another broker.

Other than our name and logo, which are trademarked, we do not currently have any copyrights, patents, or trade secrets. VI. Organization & Management

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The company is a C-Corporation with ownership as follows: o 31% - James A. Crumbaugh III (CEO) and Virginia Crumbaugh (Director of Realtor Relations) o 43% - James A. Crumbaugh III o 10% - Matthew R. Crumbaugh (COO/Broker Relations) o 8% - Scott Chamberlin (Sales Associate, California). Restricted shares. The company plans to exercise its redemption rights to buy these shares in early 2012. o 5% - Edward L. Wotitzky (Legal Counsel) o 2% - Susan Rossburg. The company plans to buy these shares in early 2012. Management Profile: o CEO: James A. Crumbaugh III Forty years in the industry. Top recruiter in the nation for several different companies. Past Chairman or President of 17 different associations and committees locally. o Director of Realtor Relations: Virginia Crumbaugh Began her real estate career in San Diego, where she went on to become a top title representative with the biggest title company in the country. Managed one of the top Prudential offices in the country. Has personally recruited over 1,000 Realtors during her career. o COO/Broker Relations: Matthew R. Crumbaugh Started a paint contracting company at age 19; became the biggest such company in the Four Corners area of Colorado, contracting 300+ homes a year and managing a 30-man team. Joined company in February 2009. o Legal Counsel: Edward Wotitzky Managing Partner at Wotitzky, Wotitzky, Ross & McKinley, Attorneys at Law since 1985. The Board of Directors: o James A. Crumbaugh III o Matthew R. Crumbaugh In addition to the management listed above, the company currently employs three full-time IT personnel, two full-time administrators, and one part-time assistant,

VII. Financial Resources

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The company has been completely self-funded to date by the Crumbaugh family. There are no bank loans on the company. There is a $50,000 note to Susan Rossburg, an existing shareholder, but the Crumbaughs have agreed to purchase her shares and resolve this note in early 2012. As of October 31, the company owes the Crumbaughs $466,843. As structured today and with the current market and financial projections (detailed in Appendix F), the company does not require outside financing to run its operations and continue to grow. It is, however, seeking an investment and/or partnership in order to provide both financial and management resources which could greatly accelerate its growth both in depth and in scope. In short, the company seeks to maintain and grow its marketleading position in the virtual real estate brokerage segment while the segment itself sees substantial growth. The company believes that an investment of up to $20,000,000 would put it in a position to be one of the leading national real estate brokerages by the year 2020 and perhaps sooner. In addition to continuing its successful recruiting strategy, the company would focus newly invested resources towards expanding and enhancing its technology infrastructure (in particular, both its external, consumer-facing website and its agent-facing intranet), as detailed in Appendix G, and to invest in marketing and brand promotion strategies (shown as an increase in Advertising/Marketing Costs from 2012 onwards in Appendix F). The company has also had discussions with several candidates that have expressed an interest in selling to the company; a portion of an investment in the company would be applied towards mergers and acquisitions growth. The company believes acquisitions can currently be consummated at or below either (i) three times trailing twelve-month EBITDA or (ii) 33% trailing twelve-month gross margins. At least four of these discussions are outlined in Appendix H. With funding, these discussions could be accelerated and could, in total, add an additional 1,600 sales professionals and an estimated $1,000,000 or more in incremental EBITDA.

VIII. Financials

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Several detailed exhibits are attached outlining the companys historical and projected financial performance. In summary, they are as follows:

Appendix A: Financials. Historical Profit & Loss Statement and Balance Sheet for calendar year 2009, calendar year 2010, and the twelve months ended (LTM) August 31, 2011. Appendix B: Summary. Outline of key ratios and figures from financial statements. Appendix C: Production by State. Closed sales volume, Gross Commission Income, Transactions, and Average Sales Price by state for 2010 and LTM 10/31/11. Appendix D: Agents by State & Month. Month-end agent count for each month since the companys inception detailed by state. Appendix E: Share of U.S. Market. Managements projections of the U.S. residential real estate market, its Realtor count, and the companys share of Realtors from 2011 through 2020. Appendix F: Projected P&L. Based on assumptions from Appendix E, managements projections of the companys profit & loss statement for 2011 through 2020. Appendix G: CAPEX. Managements estimates of potential Capital Expenditure investments. Appendix H: M&A. Sample of four existing acquisition targets with estimated purchase price and financial impact to company.

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