A LETTER FROM THE FDIC

January 1998

Dear Prospective Bidder,

The Federal Deposit Insurance Corporation and David Kaufman & Company welcome your interest and participation in this series of FDIC auctions throughout Texas and Oklahoma.

As you read through this brochure, you will find a wide variety of properties including single-family homes, condominiums, townhomes, apartment buildings, industrial warehouse buildings, office/warehouse buildings, retail buildings, mixed-use commercial properties, residential lots, agricultural land, paved lots, and vacant commercial and residential land parcels. Some properties will be offered without Seller Reserve!

The information contained herein is intended to assist you in performing your own analysis of the real estate. Additionally, every property has been assigned a property-specific real estate broker. Please call the Auction Information Office listed at the beginning of each section in which the property is listed within this brochure

The Terms and Conditions within this brochure will answer most questions you might have about the auction events. In addition, we will conduct a series of Bidder/Broker Seminars in each auction city.

We invite you to take advantage of these auction events and become a successful bidder. See you at the Auction(s) and Good Luck with your bidding!

Sincerely,

Federal Deposit Insurance Corporation

and David Kaufman & Company

BROKER PARTICIPATION INVITED

Real Estate Broker participation is encouraged. David Kaufman & Company will pay 1.5% to cooperating brokers. See the Terms and Conditions section of this brochure for details.

AUCTION #1 - OKLAHOMA

AUCTION DATE / TIMES

Thursday, January 15, 1998

5:30pm Registration

6:30pm Pre-auction Seminar

7:00pm Auction Begins

AUCTION LOCATION

Clarion Hotel & Conference Center

4345 N. Lincoln Blvd.

Oklahoma City, OK 73105

Directions: Call 405/528-2741

AUCTION INFORMATION OFFICE

Coldwell Banker / Bob Linn & Associates

2740 Featherstone Road

Oklahoma City, OK 73120

405/630-4339

Open Monday - Saturday

9:00am - 6:00pm

PROPERTY INSPECTION / OPEN HOUSE SCHEDULE

Interested bidders are strongly encouraged to attend a property inspection/open house for all properties of interest to them. See the Terms and Conditions section of this brochure for dates and times.

BIDDER/BROKER SEMINAR

The Bidder/Broker Seminar is intended to explain the auction process and answer questions that bidders and/or brokers may have. The FDIC and the Auctioneer strongly recommend that all interested bidders and brokers attend the seminar.

Monday, January 5, 1998

7:00pm

Clarion Hotel & Conference Center

AUCTION #2 -- DALLAS, TEXAS

AUCTION DATE / TIMES

Saturday, January 17, 1998

11:30am Registration

12:30pm Pre-auction Seminar

1:00pm Auction Begins

AUCTION LOCATION

Radisson Dallas Park Central

7750 LBJ Freeway (at Coit Road)

Dallas, Texas 75251

Directions: Call 972/233-4421

AUCTION INFORMATION OFFICE

Bullard Real Estate

3600 W. Pioneer Parkway, #6

Arlington, TX 76013

817/275-8990

Open Monday - Saturday

9:00am - 6:00pm

PROPERTY INSPECTION / OPEN HOUSE SCHEDULE

BIDDER/BROKER SEMINAR

Tuesday, January 6, 1998

7:00pm

Radisson Dallas Park Central

AUCTION #3 -- SAN ANTONIO, TEXAS

AUCTION DATE / TIMES

Monday, January 19, 1998

5:30pm Registration

6:30pm Pre-auction Seminar

7:00pm Auction Begins

AUCTION LOCATION

Hyatt Regency San Antonio

123 Losoya Street

San Antonio, TX 78205

Directions: Call 210/222-1234

AUCTION INFORMATION OFFICE

W.Q. Real Estate Inc.

2537 S. Gessner, Suite 200

Houston, TX 77063

713/789-5254

Open Monday - Saturday

9:00am - 6:00pm

PROPERTY INSPECTION / OPEN HOUSE SCHEDULE

BIDDER/BROKER SEMINAR

Wednesday, January 7, 1998

7:00pm

Hyatt Regency San Antonio

AUCTION #4 -- HOUSTON, TEXAS

AUCTION DATE / TIMES

Tuesday, January 20, 1998

5:30pm Registration

6:30pm Pre-auction Seminar

7:00pm Auction Begins

AUCTION LOCATION

Sheraton Astrodome Hotel

8686 Kirby Drive

Houston, TX 77054

Directions: Call 713/748-3221

AUCTION INFORMATION OFFICE

W.Q. Real Estate Inc.

2537 S. Gessner, Suite 200

Houston, TX 77063

713/789-5254

Open Monday - Saturday

9:00am - 6:00pm

PROPERTY INSPECTION / OPEN HOUSE SCHEDULE

BIDDER/BROKER SEMINAR

Thursday, January 8, 1998

7:00pm

Sheraton Astrodome Hotel

TERMS & CONDITIONS

General Information

The Federal Deposit Insurance Corporation ("FDIC" or "Seller") and David Kaufman & Company ("DKC") will be selling properties listed in the brochure in a series of auctions to be conducted beginning January 15, 1998 and concluding on January 20, 1998.

The foregoing notwithstanding, the FDIC reserves the right to remove or add properties to the auction(s) or to postpone or cancel the auction(s) at its sole discretion. The FDIC reserves the right to reject any and all bids, to waive any formalities or irregularities in any bid, to negotiate, reoffer or not sell any property, and assumes no responsibility for errors in property listings.

All properties are offered "as-is, where-is, with all faults," and prospective bidders accept the property as-is, where-is with all faults and further acknowledge and agree that the Seller hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to, the implied warranties of habitability, merchantability or fitness for a particular purpose. Properties with a sales price of $25,000.00 and below will be conveyed by Quit Claim Deed or Deed Without Warranty. Properties with a sales price above $25,000.00 will be conveyed by Special Warranty Deed. A copy of each deed can be found in any Property Information Package.

Although information has been obtained from sources deemed reliable, the FDIC, DKC, their representatives, attorneys, agents and/or subagents make no guarantee as to the accuracy of the information herein contained or in any other property listing, file, advertisement or promotional/ publicity statement or material, including Property Information Packages. Neither the FDIC or DKC have any obligation to update this information. It is the responsibility of the prospective bidder to conduct his/her/their/its own due diligence.

All properties are offered for sale to qualified bidders without regard to the prospective bidder's race, age, color, religion, national origin, sex, marital status, familial status and handicap.

Property Information Packages

The FDIC and DKC have prepared a Property Information Package (PIP) for each property available for sale at auction. PIPs for all single-family homes, single-unit condominiums and residential land parcels under 5 acres will be available for free at any Auction Information Office and at scheduled open houses. PIPs for all improved commercial, multi-family and 5-acre or larger land parcels will be available for viewing free at any Auction Information Office and at scheduled property inspections. Also, they may be purchased via the Auction Hotline (800/858/5700) for $45 each. This $45 fee will include the cost of shipping via UPS. These packages may be ordered for delivery via overnight FedEx with the prospective bidder's FedEx account number or permission from the bidder to charge the shipping on the bidder's VISA or MasterCard number. Prospective bidders are advised to review all the information provided in the PIPs. PIPs may be supplemented or amended at any time prior to, or at the auction(s), with additional information that becomes available. Any supplemented, amended or additional information will be available at the auction. HOWEVER, NEITHER THE FDIC, DKC, THE AUCTIONEER NOR THE BROKERS WARRANT OR REPRESENT THAT INFORMATION SUPPLIED ABOUT THE PROPERTIES IS COMPLETE OR ACCURATE. PROSPECTIVE BIDDERS ARE RESPONSIBLE FOR PERFORMING HIS/HER/THEIR/ITS OWN DUE DILIGENCE INVESTIGATION AND OBTAINING INFORMATION ABOUT ANY PROPERTY THE HE/SHE/THEY/IT WISHES TO PURCHASE.

Cooperating Broker Participation

A Cooperating Broker Commission equal to 1.5% of the purchase price will be paid by DKC to a qualified licensed real estate broker ("Cooperating Broker") whose prospect closes a purchase of a Property. To qualify for the commission, the broker MUST:

(a) not be a partner, venturer or otherwise affiliated with the Successful High Bidder (unless acting as attorney-in-fact for another under a written power of attorney) nor a principal, affiliate or other financial participant in the transaction, directly or indirectly, present or future;

(b) provide evidence satisfactory to DKC that the Cooperating Broker is a duly and actively licensed real estate broker in the state where the property is located;

(c) have registered the prospective bidder with DKC in writing on a Cooperating Broker Registration Form (found on the inside back cover of this brochure). The form must be sent to David Kaufman & Company, OK/TX Broker Registration, 8725 W. Higgins Road, Suite 820, Chicago, IL 60631 VIA REGISTERED MAIL OR OVERNIGHT DELIVERY AND RECEIVED THERE NOT LATER THAN 4:00PM ON TUESDAY, JANUARY 13, 1998. Commission will be paid only to the first broker registering a prospect; and

(d) attend and register at that day's auction with the prospective buyer(s), unless bidding for the prospect with a Power of Attorney.

If a Cooperating Broker has not met all of the requirements, no commission will be paid to the Cooperating Broker, even if its prospect purchases a Property. Brokers may purchase properties for themselves, but no cooperating broker commission will be paid on these purchases. No oral registrations by Cooperating Brokers will be accepted. Commission, if any, will be due and payable only following closing on the subject property. THERE WILL BE NO EXCEPTIONS TO THESE COOPERATING BROKER REQUIREMENTS and no one is authorized to make exceptions to these requirements. Any conflicts or problems arising from the Cooperating Broker participation process will be resolved solely and finally by DKC.

Except as described above, it is understood that, by bidding, each bidder agrees to indemnify and hold harmless the Seller and DKC for any and all claims for compensation made by any person or entity including a Cooperating Broker in connection with the auction(s).

Property Inspections

Interested bidders are strongly encouraged to attend a property inspection/open house for all properties of interest to them. Vacant land parcels may be previewed at any time on a drive-by basis at the prospective purchaser's convenience and own risk, or may be viewed by appointment with the respective Auction Information Office (listed at the beginning of each section in which the property is listed within this brochure). Improved Commercial and Multi-family Properties may be inspected on Monday, December 22, 1997, from 10:00am to Noon and/or Tuesday, January 6, 1998, from 2:00pm to 4:00pm. Improved Residential Property Open Houses will be held on Sunday, December 21, 1997, from 2:00pm to 4:00pm and on Saturday, January 3, 1998, from 10:00am to Noon. Brokers Please Note: Some improved properties can be shown by arranging for key pickup at the respective Auction Information Office (listed at the beginning of each section in which the property is listed within this brochure). A $50.00 refundable key deposit is required.

Some of the properties may be occupied, and the FDIC is not obligated to deliver the properties vacant. Additionally, the utilities may not be turned on in some properties. NO SALE IS CONTINGENT UPON A BUYER'S INSPECTION OF THE PROPERTY.

Auction Bidder Registration

Only registered bidders will be eligible to bid at the auction(s). As a condition to registering for each auction, prospective bidders will be required, at the time and place of the auction(s), to: 1) present a photo I.D.; 2) complete and sign legible carbonless, two-part Bidder Registration Card with the bidder's name, address and telephone number (and that of the Cooperating Broker, if any); and 3) present to the Auctioneer's registrar separate evidence of collected funds (cash, cashiers checks or certified funds) as Initial Earnest Money for each property which the bidder intends to purchase. These Initial Earnest Money funds must be in the amount specified in each property description. Evidence of separate Earnest Money will be required FOR EACH PROPERTY the bidder intends to purchase. NO PERSONAL CHECKS OR CREDIT CARDS WILL BE ACCEPTED AT REGISTRATION. Cashier's checks and certified funds should be payable to the bidder.

Persons who are bidding on behalf of a corporation, partnership, trust or other entity must provide satisfactory evidence of their authority to bid at the time of registration. A bidder who cannot attend an auction may send an agent to bid on the bidder's behalf. The agent must bring and executed Power of Attorney, signed by the bidder, to that auction's registration. Copies of these documents may be obtained from any Auction Information Office prior to the auction(s). DKC reserves the right in its sole discretion to refuse to register any such agent, and encourages all bidders to attend the auction(s) in person.

Upon completion of the registration process, the Auctioneer's registrar will return the Earnest Money funds and the cardstock part of the numbered Bidder Registration Card to the bidder. This card will enable the bidder to bid at that day's auction.

If a bidder is declared the Successful High Bidder on a property, said Successful High Bidder will tender his/her/their/its Initial Earnest Money check over to DKC immediately upon being declared the successful high bidder by the Auctioneer. If a bidder is not the Successful High Bidder, said bidder will retain his/her/their/its Initial Earnest Money check(s).

Auction Procedures

The auction(s) will be open and verbal. Any announcements made by the Auctioneer on the day of the auction(s) will take precedence over all prior oral or written terms. The Auctioneer may rearrange the order in which the properties are offered, determine the bidding increments, reopen bids, settle disputes between bidders and resolve all other auction matters in its sole discretion.

Some properties in the auction(s) may be offered "without reserve." This means that, provided there are a minimum of two non-related qualified bidders, the highest bid (whatever the amount) will be accepted. Other properties will be offered "with reserve." If the reserve is not met, the property(ies) will not be sold. The Auctioneer will announce the FDIC's acceptance of the high bid with the word "SOLD," in which case the Successful High Bidder for a property will immediately initial the back of the Bidder Registration Card on the auction floor in confirmation of the amount of their accepted high bid amount.

The Auctioneer will collect information regarding the second highest bidder or other unsuccessful back-up bidder. The collection of such information does not create any option or other rights for such bidders.

Successful High Bidder Deposit

Successful High Bidders will be escorted to the Contract Signing Room by auction staff where the bidder will 1) sign the Purchaser Eligibility Certification, 2) sign the Real Estate Purchase and Sale Agreement and 3) make an Earnest Money Deposit of 5% of the purchase price. The Initial Earnest Money (tendered upon conclusion of the bidding) will be applied toward the 5% Earnest Money Deposit and the Bidder must pay the balance by cash, cashier's check or certified funds.

Financing

Buyers are responsible for obtaining their own financing. The FDIC will not provide direct financing in the purchase of any properties in this auction. It is strongly recommended that prospective buyers investigate available financing prior to the auction(s). FAILURE TO CLOSE DUE TO THE INABILITY OF THE BUYER TO OBTAIN FINANCING WILL RESULT IN THE FORFEITURE OF THE BUYER'S EARNEST MONEY.

Closing Deadlines

The successful buyer must sign all documents and contracts immediately upon the close of bidding on the purchased property, (but not later than one hour after the sale of the last property). Closings on all properties must occur within 30 days of the auction in which the property was sold. Failure to meet these closing deadlines may result in cancellation of the contract and forfeiture of the buyer's Earnest Money.

Closing Costs

Properties with a sales price of $25,000 and below: All sales must be coordinated with the FDIC closing agent and all expenses paid by the purchaser. The buyer will assume any outstanding taxes, encumbrances and other charges. Prospective bidders should refer to the Real Estate Purchase and Sale Agreement for clarification.

Properties with a sales price above $25,000.00: All sales must be coordinated with Stewart Title. Real estate taxes (if any), as well as water and sewerage charges, ground rent fees, HOA and condo fees will be prorated to the date of closing. As of the date of closing, the buyer assumes responsibility for ongoing assessments. Prospective bidders should refer to the Real Estate Purchase and Sale Agreement for clarification.

Preference Under RTCC Act

Pursuant to Section 16 and 17 of the Resolution Trust Corporation Completion Act ("RTCC Act"), certain preferences will be given to a bidder which certifies that (a) with respect to Section 16, the bidder intends to use a property to provide housing or shelter for homeless persons or homeless families, and (b) with respect to Section 17, the bidder intends to use a property for offices and administrative purposes to carry out the programs providing housing to very-low-, low- and moderate-income families or housing or shelter for homeless persons or homeless families.

Prospective bidders qualifying under the RTCC Act (a "Qualified Bidder) must register for a "Certificate for Purchase Qualifying under Section 16 or Section 17 of the Resolution Trust Corporation Completion Act" no later than January 8, 1998 by calling Mr. Tim Cravens, FDIC, 972/385-6258. In order to qualify for such a preference, Qualified Bidder must submit a signed Certificate for Purchase Qualifying under Section 16 or Section 17 of the Resolution Trust Corporation Completion Act at the time of that day's auction registration and must identify any property or properties for which such bidder intends to bid using such preference. At the completion of the bidding on a property identified by the Qualified Bidder and on which the Qualified Bidder has entered a bid, the Qualified Bidder (if not already the high bidder) will be given the opportunity, to be exercised immediately, to enter a bid for the property equal to or better than the last and highest bid.

Notice to purchaser of housing constructed before 1978

If the residential property the bidder intends to purchase was built before 1978, it may contain lead-based paint (about 75% of all pre-1978 buildings do). If the bidder purchases a property with lead-based paint, FDIC will not remove the paint. The purchaser must assume responsibility for any required remediation or removal.

All contents maintained by, Advanced Marketing Consultants, Inc. All rights reserved. All real estate advertising is subject to the Federal Fair Housing Act. You may contact us at amc@realtycentral.com or 954-938-5100