May 5, 2007

Dear Investor in Gramercy Court, Ltd.

You have expressed interest in selling your loan share in Gramercy Court, Ltd. We have attached several documents relating to this sale, including:

1. Offer Letter from Pathfinder Partners, LLC;
2. Letter from Chicago Title Company with instructions on completing the necessary documents;
3. Special Instructions if the loan share is held by a corporation, bank, limited liability company, partnership or trust;
4. Note and Mortgage Purchase Agreement and Joint Escrow Instructions. Additional information about this document is shown below;
5. Assignment of Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing - this document needs to be notarized; and
6. Alllonge.

We call your attention to the Note and Mortgage Purchase Agreement and Joint Escrow Instructions. There are several areas of this form that you will need to complete, including:

1. Seller's name in paragraph 1. (this is the name of the entity which holds the loan share. This should be the name as shown on your USA Capital or Compass Partners statement. (For example, loan shares may be held in your name, your name and your wife's names as joint tenants, the name of your family trust, the name of your IRA account, etc.)
2. Your interest in the loan, located in Recital "A". This is the amount you originally invested in the Gramercy loan and will also be shown on your statement from USA Capital or Compass Partners.
3. Sale Price, located in Section 3 of ("Deposits by Buyer") in the Agreements section. This is the purchase amount. Simply multiply the principal balance of your loan share by 57.5% and write the product of this calculation here.
4. Seller's original interest in the Note, found in 6 (D) of Agreements section. Write your original investment amount here and initial below.
5. Complete and sign the signature page of this Agreement and provide your contact information (email address, phone number and fax number).

Please let us know if you have any questions.

Sincerely,

Mitch Siegler
Managing Director