AUCTION50 Condominiums Elk Grove, California Sunday, November 4, 2007

Opportunity is Knocking!The opportunity to change your address and your lifestyle is just around the corner when Kennedy Wilson conducts a CLOSEOUT AUCTION on Sunday, November 4, 2007 for the Mediterranean style living at Laguna Oaks condominiums. You will be amazed by the tremendous value being offered for this gated community at auction prices. Minimum bids will start at $95,000, representing discounts of up to 47% off the asking prices. The Auction Information Office is open daily to answer your questions and to show you the homes and tastefully furnished models. Everyone at Kennedy Wilson is committed to making this auction a pleasant and rewarding experience for you.

Offering comfort and peace of mind that only a gated community can, Laguna Oaks blends innovative design and attention to the finest detail that sets this condominium community aside from all others. Nestled in the heart of El Grove, Laguna Oaks offers condo homes with 1, 2 and 3bedrooms, 1 and 2 baths and up to 1,168 square feet. Nine-foot ceilings, romantic fireplaces, spacious living areas and quality appliance packages enhance the ambience of these homes. These quality-built condos emphasize convenience and comfort; including indoor laundry and a fullsized refrigerator with icemaker. Private garages with a door opener makes Laguna Oaks unique to the area. Laguna Oaks is close to trendy shopping, award-winning schools, great parks and recreation areas; commuters have easy access to I-5 and Highway 99, making Laguna Oaks location is perfect for working family members and for those with lifestyles on the go. This is the kind of place that active people love...offering all of the inherent benefits of home ownership, with an efficient, low-maintenance design. Opportunity is knocking...let it in!

Residence 11 Bedroom, 1 Bath Approx. 772 sq. ft.

Residence 22 Bedrooms, 2 Baths Approx. 1,039 sq. ft.

Residence 33 Bedrooms, 2 Baths Approx. 1,168 sq. ft.

Actual homes may vary. All square footages are approximations only.

MINIMUM BIDS:A published Minimum Bid has been established for each home and this is where the bidding will start. This means that on auction day the Seller has agreed to accept from qualified registered bidders the highest bid equal to or greater than the published Minimum Bid for each home. No bid below the Minimum Bid will be recognized.

DEPOSIT:On auction day, all approved registered bidders must present a separate cashiers check in the amount of $5,000 for each home that they have been approved to purchase. Your cashiers check will be used as the required $5,000 deposit for each purchase. Cashiers checks must be made payable to Financial Title and Escrow.

AUCTION DAY:1:00 PM, Sunday, November 4, 2007 at the Sheraton Grand Hotel, 1230 J St., Sacramento, CA 95814. The auction will begin promptly at 1:00 PM and will last approximately 2 hours. Bidders are advised to arrive no later than 12:00 noon.

AUCTION INFORMATION OFFICE:The Laguna Oaks Auction Information Office will be open daily from 10AM to 5PM.

Address: Phone: Fax: Website:

5201 Laguna Oaks Drive Elk Grove, California 95758 (916) 691-1400 (916) 691-3232 www.LagunaOaksAuction.com

TERMS AND CONDITIONS OF THE AUCTION:REGISTRATIONRegistration is required to attend the auction and to become eligible to bid. Registration forms are available at the Auction Information Office. Bidders must complete and return the Auction Registration Form to the Auction Information Office on-site prior to Thursday, November 1, 2007 at 4:00 PM. Bidders may deliver in person or mail or fax to (916) 691-3232. Potential bidders shall be solely responsible for confirming the delivery and timely receipt of their completed and signed registration form by the Auction Information Office. A bidders failure to timely register with the Auction Information Office may result in nonrecognition of the bidder at the Auction. The Auction Process How to Register How to Pre-qualify for Financing Bidding Strategies Auction Terms and Conditions

HOMEOWNERS ASSOCIATION:Purchasers will become members of the Laguna Oaks Homeowners Association and are assessed a monthly fee of $150.00 to $181.00 depending on the floor plan. The Association maintains common areas including streets, landscaping, sewer, trash pick-up, pool and spa maintenance and security. Blanket exterior insurance policy is also included. Please see the Auction Information Office for complete details.

SEMINAR: HOW TO BUY AT AUCTIONOn Saturday, October 27, 2007 at 4:00PM, you are cordially invited to attend an information session at the Auction Information Office. This free session will enable you to ask questions and learn about:

ON-SITE INSPECTION AND SALE DOCUMENTSYou should personally inspect all homes you are interested in purchasing, including a physical inspection of the premises.

The following documents are available for viewing at the Auction Information Office and should be thoroughly reviewed for details of the offering:

(a) Purchase Agreement/Escrow Instructions; (b) Preliminary Title Report; (c) Declaration of Covenants, Conditions and Restrictions (CC&Rs) and other Homeowners Association Documents; (d) Final Subdivision Public Report; (e) Owners Disclosure Statements; and (f) Broker Inspection Report FINANCING ARRANGED BY THE SELLERThe Seller has arranged excellent loan programs for purchasers through Countrywide Home Loans or Indymac Bank. These lenders can discuss with you the availability of all types of loan programs. Buyers applying for financing with a seller preferred lender must be pre-qualified upon registering for the auction and complete the loan application on or before auction day. Loan applications are available at the Auction Information Office. For buyers who apply for financing provided by Countrywide or Indymac, the sale will be contingent upon the buyers ability to qualify for financing. If the buyer does not qualify, his or her Good Faith/Earnest Money deposit will be returned less any escrow/cancellation fee. Loan applications and complete financing information is available at the Auction Information Office or by contacting: Countrywide Home Loans Mari Rosales Sr. Loan Officer 916-543-2403 direct 916-747-9681 cell Mari_Rosales@countrywide.com Se Hables Espanol Indymac Bank John Schaff Cell: 916-289-1816 John.Schaff@imb.com

home will qualify for purchase financing from Countrywide Home Loans or Indymac Bank and/or third party financing. Financing will be available subject to buyers credit approval and completion of all loan documents and property appraisal.

THIRD PARTY FINANCINGBuyers who choose to apply for financing with any lender other than Countrywide Home Loans or Indymac Bank (third party financing) must provide Kennedy Wilson with a prequalification letter from their lender with their Auction Registration Form.

BROKER COOPERATIONA commission of 2% of the purchase price will be offered to all qualified, registered brokers. All commissions will be paid at the close of escrow. In order to qualify, brokers must comply with the following requirements:

a) The prospective client (Bidder/Buyer) must register Broker on their Auction Registration Form by Thursday, November 1, 2007 at 4:00 PM for broker to be eligible for the broker cooperation commission. b) Brokers must accompany the Bidder/Buyer to the auction, and if successful, through the entire purchase process at the auction on Sunday, November 4, 2007 and execute the Cooperating Broker Agreement. c) A Bidder/Buyer who does not comply with subparagraphs (a) (c), inclusive, shall assume liability and be solely responsible for payment of any commission due and payable to its broker. CLOSINGAll sales must close on or before Wednesday, December 5, 2007 (30 days after the auction), unless extended by the Seller in writing. All buyers will be required to pay customary closing costs including, but not limited to, escrow fees, recording fees, normal pro-rations, title fees, and document preparation fees. No contingent buyers will be allowed to purchase.

SPECIAL INCENTIVEBe one of the auction day purchasers that close escrow within thirty (30) calendar days of the auction with financing from Countrywide Home Loans or Indymac Bank and the Seller will credit up to $5,000 (based on lender guidelines) toward closing costs at the close of escrow.

EXTENSIONSIn certain cases, the Seller, in its sole discretion, may grant a fifteen (15) day extension of the closing date for a non-refundable extension fee of $1,500 in the form of a cashiers check made payable to Old Republic Title Company. This fee will not be credited to the purchase price. Requests for extensions must be made in writing at least five (5) calendar days prior to the scheduled closing date. All extension requests are evaluated by the Seller on a case-by-case basis and are solely at Sellers discretion. Extensions are granted only to buyers who have demonstrated good faith in attempting to close escrow by the scheduled date. No sale will be contingent upon receiving an extension from the Seller.

ALL BORROWERSIn order to be eligible to bid, all registered bidders, including those using third party financing, are required to be prequalified by Countrywide Home Loans or Indymac Bank prior to the auction. Neither the Seller nor the Auctioneer make any representation or warranty that the prospective buyer of a

TABLE OF PROPERTIESUNIT12 28 27 50 52 58 60 62 66 67 82 83 86 88 115 183 118 120 151 138 140 114 142 144 188 56 148 124 150 48 156 162 45 178 184 24 34 35 38 74 75 76 78 92 96 98 100 102 104 108

BUILDING2 3 3 5 5 9 9 9 10 10 11 11 11 11 14 14 14 14 15 15 15 15 15 15 16 16 16 16 16 17 17 18 18 19 19 6 7 7 7 8 8 8 8 12 12 13 13 13 13 25

PLAN1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3

BEDROOMS & BATHS1 Bed / 1 Bath 1 Bed / 1 Bath 1 Bed / 1 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 2 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath 3 Bed / 2 Bath

APPROX SQ. FT.772 772 772 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,039 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168 1,168

ASKING PRICE$ 178,990 $178,990 $178,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $229,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990 $259,990

MINIMUM BID$95,000 $95,000 $95,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000 $165,000

On auction day, the homes will not necessarily be auctioned in the order in which they appear in this TABLE OF PROPERTIES. The order of the bidding will be announced prior to the auction. Sizes and square footages set forth for the homes are approximations only. Actual sizes may vary.

Site plan is not to scale and is an artists conception.

Directions to Auction Information Office at Laguna OaksFrom I-5 North or South: Exit at Laguna Blvd. Continue on Laguna Blvd. for approximately 1.5 miles. Turn right onto Laguna Oaks Drive. From 99 North or South: Exit at Laguna Blvd. Head west on Laguna Blvd. for approximately 2 miles. Turn left onto Laguna Oaks Drive.

Directions to Sheraton Grand Hotel:From San Francisco (West): Take I-80 East to U.S. 50 East. Take the I-5 North Exit towards Redding. Exit onto J Street. Proceed on J Street, and the hotel will be located on the right. From the North: Take I- 5 South to Sacramento and exit at J Street. Proceed on J Street, and the hotel will be located on the right-hand side between 12th and 13th Streets. From the South: Travel north on I-5 and exit at J Street. Proceed on J Street, and the hotel will be located on the right-hand side between 12th and 13th Streets.

ADDITIONAL CONDITIONSa) No claim will be considered for allowance, adjustment, or rescission based upon failure of the property to correspond to any particular expectation or standard (except the Preliminary Title Report). b) Bidding increases will be in such increments as the Auctioneer in his sole discretion directs. In the event of a dispute between bidders, the Auctioneer shall make the sole and final decision to either accept the final bid or reoffer and resell the property in dispute. The auction will be recorded and if any dispute arises following the auction, the Auctioneers records shall be conclusive in all respects. c) Title Insurance is available for each home, insuring the title of such home to be in fee simple, subject to no encumbrances except for current taxes and assessments, easements, right-of-way, reservations, covenants, conditions and restrictions of record, and printed exceptions in the standard form CLTA Title Insurance Policy. A copy of the Preliminary Title Report for each home may be inspected prior to the auction. d) Floorplans, sizes and square footages set forth for the homes are approximations only, based on the best information available. Floorplans, sizes and square footages may vary. Kennedy Wilson and Seller do not guarantee the accuracy of the square footage or other information regarding the condition and features of the property provided by the Seller or obtained from public records or other sources. Each bidder is advised to independently verify the accuracy of all information through personal inspections with appropriate professionals and to rely on their own research at their own cost. Model homes at each community may contain furnishings, amenities and construction details that may not be present in the homes available for purchase. The Seller or the Auctioneer make no representation or warranty that the homes available for auction purchase will contain any such furnishings, amenities or construction details. e) Seller reserves the right to refuse admittance to or expel anyone from the auction premises for interference with auction activities, nuisance, canvassing, collusive bidding, bid-rigging or other reasons. f) The auction will be recorded. Bidders attendance at the auction shall constitute Bidders consent to any audio and/or visual recording. g) No auction attendees may take audio or visual recordings of the auction. h) Seller has the right to postpone or cancel the auction in whole or in part, in its sole discretion, and to modify or add any terms and conditions of sale and to announce such modifications or additional terms and conditions either prior to or at the auction. i) Homes shall be sold as is. Prospective buyers should examine the homes and all supporting documentation carefully as each bidder is responsible for making his or her evaluation of the homes and may not rely on the Seller or sales agents. j) Offer void where prohibited. Brochure will not be mailed to residents of any state in which this offering is not in compliance with the real estate laws or other laws of that state. Kennedy Wilson, Broker - Beverly Hills, California 90210 310.887.6400 Copyright 2007 Kennedy Wilson. All rights reserved. No part of this advertising material may be reproduced or utilized in any form or by any means, electronic or mechanical, including photocopying and recording, or by any information storage and retrieval system, without permission in writing from Kennedy Wilson. #7544

LAGUNA OAKS AUCTION REGISTRATION FORM

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Please complete and return this Registration Form to the Auction Information Office prior to 4 P.M., Thursday, November 1, 2007 in order to be eligible to bid at the Auction. Bidders may deliver the Registration Form to the Information Office in person, or by mail, or by fax to 916-691-3232. BIDDER NUMBER__________________________ (To be filled in by Auctioneer) Check One Only: K I plan to purchase only 1 Home K I plan to purchase more than 1 Home NAME__________________________________ ADDRESS _______________________________ CITY ___________________________________ STATE___________ ZIP____________ If a Buyer is represented by a Real Estate Agent and Bidder registered the Agent on their first visit to Laguna Oaks, please have the Agent complete the following: Please check one: Represented by a Real Estate Agent K YES K NO REAL ESTATE CO.: __________________________ AGENT NAME:______________________________ EMAIL _________________________________________ HOME PHONE__________________________________ BUSINESS PHONE _______________________________

PHONE #: __________________________________ AGENT SIGNATURE: ________________________ The Real Estate Agent must accompany the Bidder to the Auction and sign the Cooperating Broker Agreement attached to the Purchase Agreement. FINANCING: Check One Only K We plan to use financing arranged by the Seller K We plan to use THIRD PARTY FINANCING. Bidder must attach a Prequalification Letter to this Registration Form.THIRD PARTY LENDER AND CONTACT NAME:________________________________________ PHONE:__________________

I AM INTERESTED IN THE FOLLOWING HOMES IN THE ORDER OF PREFERENCE BELOW:

(1st) #________________ (2nd) #________________ (3rd) #________________ (4th) #________________I HAVE received, read and accepted the terms and conditions of sale for the Auction which are set forth in the Auction Catalogue and I have reviewed all on-site documents, including but not limited to, Preliminary Title, CC&Rs and Public Reports. All such items are incorporated herein by reference. I UNDERSTAND AND AGREE that each property is being sold as-is and without any warranties, express or implied (other than the limited warranty included in the Purchase Agreement) and that it is my sole responsibility to inspect the property prior to sale. Bidders Signature:________________________________________ Date:_______________________________

We would like to know how you found out about the Auction for Chanate Village K Sacramento Bee K HBG.com K Email Blast K Elk Grove Citizen K LagunaOaksAuction.com K Direct Mail K CBS Radio K Move.com K MLS/Agent K Clear Channel Radio K NewCondosOnline.com K TV K Realtor.com K KWIAuctions.com K WOM

K Signage/Drive By K Other____________ ____________________

Kennedy Wilson

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Kennedy Wilson 9601 Wilshire Blvd., #220 Beverly Hills, CA 90210

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Laguna Oaks Auction Information Office 5201 Laguna Oaks Drive Elk Grove, California 95758