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American Global Holdings Corporation

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Mexican Housing Project

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Business Plan

This Business Plan is provided in reliance on the agreement that its contents are confidential and that it will be used for its intended purpose.

 

 

TABLE OF CONTENTS

SECTION I. EXECUTIVE SUMMARY

American Global Holdings Corporation (AGHC) engages in international economic development projects. Thus, AGHC seeks out the largest overseas markets it can find and then attempts to fulfill the demand.

AGHC was started by Rudy Dahl. Mr. Dahl has 25 years experience in international business development in the public and private sectors. For five years, he was a top trade representative for the U.S. Department of Commerce.

AGHC is now focused on the worldwide housing market. AGHC estimates that the world housing market is a $1 trillion market.

Over the years, Mr. Dahl has made extensive research into housing systems that can be used overseas. AGHC has selected a three-dimensional pre-cast concrete system (3DPC) as the best system. AGHC has acquired rights to the 3DPC system in AGHC's target countries.

AGHC seeks financing to assist it in fulfilling AGHC's contracts to sell housing units in Mexico.

AGHC believes the loan is justified from a risk perspective and that cash flow generated by the facility is more than sufficient to repay the indebtedness.

AGHC has an exclusive on using the 3DPC Building System for this market. The 3DPC Building System is a unique construction method which employs the latest technology in manufactured housing production to provide high quality housing at a cost significantly lower than by standard construction methods and in less than one-half the time. While these advantages are important in construction elsewhere in the world, they are particularly important in Mexico. Mexico is a rapidly developing country whose Government is dedicated to taking advantage of its oil, agricultural resources, and new NAFTA related industrial expansion to improve the country's infrastructure and provide food and housing to the people. The 3DPC Building System is ideally suited to helping the Mexican Government meet its housing goals.

In late 1997 and early 1998, American Global sent a team to Mexico to study the market for 3DPC System modules. The team found that rapid urbanization resulting from economic development and expansion of both public and private manufacturing had left Mexico's Maquiladora plant workers critically short of housing. Maquiladora plants are those plants just across the U.S. border in Mexico. The Maquiladora plants take advantage of inexpensive Mexican labor to produce products to import into the United States. At the same time, Mexico had little supporting infrastructure or skilled labor force with which to build. It is in this sort of marketplace that the 3DPC Building System is at its strongest competitive advantage.

This housing project will benefit both Mexico and the United States. The U.S. will reduce its trade deficit with Mexico and incur an additional 330,771 direct man-hours of employment in the fabrication of the plant. All of the materials in the houses; doors, windows, appliances, etc. will be U.S. made, further reducing the U.S. trade deficit with Mexico and increasing U.S. employment. Mexico will save foreign exchange by reducing the present substantial waste and loss of expensive imported construction material and will enjoy the social and political benefits of high quality reasonably priced housing.

The market demand for quality housing in Mexico is so strong that AGHC views the plant as a demonstration facility. It is expected that a number of production lines will be built throughout Mexico. The resulting economic benefits to the United States and Mexico would increase proportionately.

SECTION II. THE PROJECT

A. INTRODUCTION

AGHC and a Mexican construction company, Grupo Promotor y Constructor De Vivienda, S.A., De C.V. (GPC) have agreed to establish a joint venture to build and market houses in Mexico. AGHC and GPC will each have one-half of the joint venture.

The houses will be built for the workers of Maquiladora plants. Maquiladora plants are manufacturing plants built in Mexico near the Mexican-United States border. These Maquiladora plants manufacture goods using low priced Mexican labor and then export the goods into the United States. Most Maquiladora companies are doing well, but most Maquiladora workers have poor housing. Inadequate housing is the major cause of employee turnover for Maquiladora workers.

The Mexican government has set up the Infonavit or "Save for Homes" program to provide housing funds to Maquiladora companies.

Three Maquiladora companies have contracted with GPC to build 3,900 homes for their workers with money from the Save for Homes program.

GPC set up the joint venture with AGHC to build these 3,900 homes. AGHC has obtained a letter of interest from the United States Export-Import Bank to provide export financing of up to $19 million.

AGHC expects that each unit will have a profit of $5,000.

B. MEXICO

Mexico is about three times the size of Texas. Mexico has a population of over 90 million. The capital city is Mexico City with a population of over 15 million Mexico has compulsory education of 12 years and a literacy rate of 90%. Mexico's economy has an estimated Gross Domestic Product of $ 370 billion. The Mexican Government has taken steps in recent years to restructure the economy and have made substantial progress. For instance, the Mexican economy has gradually reduced its dependence on petroleum exports.

Mexico is the United States' third-ranked trading partner, purchasing about two-thirds of its imports from the United States and sending about two-thirds of its exports to the U.S. Chief U.S. exports to Mexico are motor vehicle parts, office equipment, and agricultural products; top imports from Mexico include petroleum, cars, piston engines, and coffee. The U.S. is the source of two-thirds of direct foreign investment in Mexico. Both U.S. exports and investment have increased as Mexico has progressively opened its economy. As an indication of its commitment to economic reform and trade liberalization, Mexico acceded to the General Agreement on Tariffs and Trade (GATT) in 1986.

On December 17, 1992, the U.S., Mexico, and Canada signed the historic North American Free Trade Agreement (NAFTA), which went into effect January 1, 1994. NAFTA eliminates restrictions on the flow of goods, services, and investment in North America. This includes phasing out tariffs over a period of up to 15 years; elimination, as far as possible, of non-tariff barriers; and full protection of intellectual property rights--patents, copyrights, and trademarks. The agreement also includes provisions covering trade rules and dispute settlement. NAFTA marks the first time in the history of U.S. trade policy that environmental concerns have been addressed in a comprehensive trade agreement. In addition, the parallel labor agreement reflects concerns about protecting worker's rights.

Manufacturing was hit hard by 1993's stagnant domestic demand, increased international competition, a sharp drop in the growth of private sector investment. Mexico's manufacturing sector accounts for 23% of the GDP and 11% of jobs.

Mexico made sweeping revisions of its foreign investment regulations in 1989, which included explicit permission for foreigners to have majority ownership in companies. In December 1993, Mexico passed a new foreign investment law intended to promote competitiveness, offer juridical certainty for foreign investment in Mexico, and establish clear rules for channeling international capital into productive activities.

The 1993 law permits foreigners to own non-residential property in the "restricted zones"--100 kilometers (62 miles) from the border and 50 kilometers from the coasts. Residential property in the zones must still be acquired via a trust through a Mexican financial institution. Total foreign investment in 1993 was about $16 billion, up 87% from 1992. Key sectors of the economy, including energy, power generation, and railroads, remain restricted to Mexican state ownership.

The Mexican Government is modernizing infrastructure and services, deregulating and developing a more efficient transportation systems, and privatizing all sectors allowed under the constitution.

US relations with Mexico are among the most important and complex. They are shaped by a mixture of mutual interests, shared problems, growing interdependence, and differing national perceptions. Historical factors, cultural differences, and economic disparities add further intricacy to the relationship.

The scope of US-Mexican relations goes far beyond diplomatic and official contacts; it entails extensive commercial, cultural and educational ties. Along the 2,000-mile shared border, state and local governments interact closely. The two countries cooperate to resolve many issues, including trade, finance, narcotics, immigration, environment, science and technology, and cultural relations.

An independent, strong, and economically healthy Mexico is a fundamental U.S. interest. Both governments actively discuss ways to improve cooperation on bilateral issues. The Governments of the United States and Mexico are concerned about improving the environment and conserving natural resources in both countries. Particularly in the border areas, they face serious environmental problems caused by rapid population growth, urbanization, and industrialization.

C. THE MAQUILADORA HOUSING DEMAND

American Global's joint venture is selling the houses through the "Programa Binomio Ahorro-Hogar" (Save-for- Home Program) for the Maquiladora Industry. The objective of this program is to improve the workers' Quality of Life.

Recent studies indicate that only 12% of the Maquiladora workers own

the place where they live - a lot more can be said about the condition in which these dwelling units stand, most of them could not be properly called houses. Furthermore, the remaining 88% live with others under the same roof. Additionally, the average household is occupied by over three families.

A further objective of the Save for Homes program is to foster a savings-oriented culture. President Zedillo's administration has made this issue along with productivity the axis of a successful long-term economic recovery plan.

Programa Binomio Ahorro-Hogar postulates that the workers/buyers enter into a savings plan. By virtue of which, they commit to save a 20% of their proposed home market value over a period of 12, 24, or 36 months. In exchange, INFONAVIT (the Mexican housing agency) has relaxed the otherwise very strict requirements related to income levels and age. Only if and when they complete their savings goal, will INFONAVIT loan them the remaining 80%.

To use INFONAVIT's resources more efficiently. Programa Binomio Ahorro-Hogar is an INFONAVIT (equivalent to the U.S. HUD) prototype program which represents only a 9% of the nation-wide INFONAVIT coverage. The remaining 91% consists of programs in which INFONAVIT puts up 100% of the home market value. Therefore, Programa Binomio Ahorro-Hogar represents a 25% increase in INFONAVIT's buying power.

Another objective of the program is to reduce Personnel Turnover ratios. It is widely known that the Maquiladoras' Boom has created an overwhelming demand for manpower. And despite the steady and enormous immigration rates into Mexican border towns (e.g. 450 people a day come into Juarez alone), Maquiladora companies struggle with personnel turnover ratios averaging 75% per annum. Housing is an attractive incentive for people to remain at their jobs. And this is the main reason why more and more Maquiladora companies are coming to view this Program as a profitable investment opportunity. Currently, most participating Maquiladoras are matching their workers' savings funds in the Program.

The Process.

The Collaboration Contracts. These are entered into by two entities, namely INFONAVIT and the Maquiladoras. By virtue of these contracts, INFONAVIT guarantees the assignment of a determined number of loans to those workers who the Maquiladora will identify. In return, the Maquiladora commits to be instrumental in the administration of said loans and the savings funds on behalf of its workers - the company withholds portions of the interested workers' salaries and deposits these amounts in their corresponding savings accounts. The company will later contract with a financial Institution (i.e. Banca Serfin, the trustee) to help it fulfill this responsibility.

The Development Exclusivity Contract. This contract is signed by each Participating maquiladora simultaneously with the Collaboration Contract. It entails that Grupo Promotor y Constructor de Vivienda, S.A. de C.V. ("GPC") is given the exclusive right to build and sell the total number of homes under the corresponding Collaboration contract, thus enabling GPC to collect from INFONAVIT.

The Resources Management Contracts. This is a Trust contract, Banca Serfin as Trustee, where the companies will systematically contribute funds on behalf of their workers throughout their predetermined savings period (1,2, or 3 years), at the

end of which INFONAVIT will be paid 20% of the loan amount.

The Pre-Qualification Phase. The first formal step takes place when the Maquiladora delivers a listing of all their workers specifying for each worker's name, age and salary. Usually the company is able to deliver this listing on a magnetic media which facilitates our analysis of the candidates. GPC then processes these data and finds out who can qualify pursuant to INFONAVIT's criteria and what their maximum loan amounts can be.

Additionally, GPC has prepared a pamphlet which is distributed to workers (still in a somewhat discretionary manner) and describes the program on an informal level. It instructs the candidate about the qualifying criteria, and how to find out more information by attending the information meetings at their respective processing plants.

The information meetings are held with small groups of workers (between 5 and 10) at their places of work. After a 15-minute explanation of the program and a brief Q & A session, they are distributed a questionnaire containing approximately 50 questions dealing with their demographical information and socio-economical status. They are then encouraged to return the completed questionnaire back into their individual interviews.

At the individual interviews, 3 staff members attend every one worker, two are data-entry staff and one analyst. The analyst will interact with the worker by presenting different computer-generated scenarios in which the worker might wish to save their 20%, (including any matching by the Maquila). Analysis' are run varying the length of time to completion (1, 2, or 3 years), the corresponding amounts withheld weekly from their salary, and the opening amount to put up from other sources.

While the analyst attempts to keep the withholding percentage of salary to a maximum of 25%, he will allow higher percentages if he finds alternate sources of funds. The analyst will communicate the parameters of the program including the maximum loan amounts (currently 184 times the Minimum Wage, $147,671 pesos/$18,458 dollars today at 8 pesos per US dollar) to workers in the 1- or 2-year programs.

The Mercantile Commission Contracts. When the worker decides which saving pattern suits him/her better, then a custom-tailored mercantile commission contract is printed out for the worker to sign, thus committing to save specific amounts of money. As of May 31, 1998, approximately 1,800 of these have been completed.

With the information generated at the individual interviews, GPC enters every worker who has signed up into the Housing Trust, Banca Serfín as trustee. Immediately afterwards, the company starts withholding from the workers' salaries and puts those funds into the Trust on behalf of each worker.

The Pre-Selling Phase. On a second interview, each worker is presented with floor plans and locations for their home, and the worker signs the legally binding sales contract with GPC. Thus making a commitment to buy whose guarantee is the funds held in escrow in the Housing Trust.

The Gathering of the Workers' Personal Documentation. This documentation together with technical specifications of the particular home the worker is buying has to be delivered to INFONAVIT for approval at least 90 days before the worker's savings goal is reached and the loan is scheduled to be executed.

The Letters of Credit Assignment (LCA). INFONAVIT has pledged, by contract, that within the next 5 working days upon completion of the worker's savings period, it will generate these Letters of Credit Assignment ("LCA"). The LCA are basically legally binding Letters of Credit assigned to GPC to be drawn upon before their expiration date (they are good for 60 calendar days only) toward the particular purpose of buying the house specified on the worker's previously submitted file.

The Delivery and Perfection of the Sale. Upon reception and execution of the LCA, GPC will transfer title of the house. Simultaneously, INFONAVIT will take first lien on the house and the first installment to INFONAVIT by the worker is due 30 days from this date.

The Collaboration Contracts -- Background.

Nation-Wide 1996 Maquila Program

Company Location Units

BRK CJS 3000

Dale CJS 2000

Convertors CJS 1500

G.M. CJS 3500

G.M. Non-CJS 3000

Daewoo Non-CJS 2500

Bose Non-CJS 600

Sony Non-CJS 1000

The Collaboration Contracts.

The Anchor Company and its Umbrella. Upon entering into the Collaboration Contract ("CC") with INFONAVIT, the achor company, BRK Brands, Inc, contractually transmitted the same rghts and obligations contained in the CC to other Maquiladoras. Currently, there are 36 Maquila Companies participating in the program, which together employ in excess of 20,000 workers. The anchor company

who will furnish a larger percentage of workers to the program is BRK Brands, Inc.– a company of First Alert. The following is a full listing of all of the participating Maquilas:

1. A.O. Smith Inc.

2. Advance Transformer Inc.

3. Aerovox, Inc.

4. Allegiance, Inc.

5. Allied Signal, Inc.

6. Arrow International, Inc.

7. Blueberry Confections, Inc.

8. Chicago Miniature Lamps, Inc.

9. Cooper Industries Inc.

10. EMD, Inc.

11. EWD, LLC – Yasaki Corp.

12. Falcon, Inc.

13. First Alert, Inc.

14. Gage, Inc.

15. Hamilton Beach, Inc.

16. Honeywell, Inc.

17. ITT Automotive, Inc.

18. Johnson & Johnson Corp.

19. Johnson Controls, Inc.

20. Keytronics Corp.

21. MMJ, Inc.

22. Madison Precision Products, Inc.

23. Magnetek, Inc.

24. Murata Erie Corp.

25. Northamerican Phillips Corp

26. Oneida, LTD

27. Phillips Consumer Electronics, Inc.

28. Proctor-Silex, Inc.

29. Stewart-Warner Instruments Corp.

30. Strattec Security Corp.

31. Pollak, Inc.

32. Texscan Corp.

33. United Technologies Automotive Corp.

34. Valmont Electric, Inc.

35. Warner's Inc.

36. Wirecraft, Inc.

Rights. The Maquiladora Company administers 3,000 loans. The loans will be assigned by INFONAVIT only to those workers whom the company identifies, provided that they meet INFONAVIT's criteria of eligibility.

The Worker is free to apply his loan toward any of the following: 1. Buying a used or new house. 2. Home Improvements. 3. Bank Loans Payoff.

While the worker has indeed the freedom to apply his/her loan toward the above-mentioned purposes, this will hold only up to the point in time when he/she freely chooses to buy a new GPC house by signing a legally binding sales contract.

Bi-Monthly Lottery.

INFONAVIT will carry out lotteries every two months starting on June 30, 1998. These lotteries will imply that a total of 210 (approximately 14 every two months) of the signed up workers will not have to wait through their savings period to exercise their loan and buy their house. More specifically, 0.47% of the total sign-ups will benefit from the lotteries every two months. INFONAVIT will incorporate the outstanding balance for completion of their savings goal into their loan amount, and will immediately generate their LCA. Thus exempting the lottery beneficiaries from reaching their savings goal.

The Right to Substitutions.

INFONAVIT has contractually given the companies the right to substitute a worker that leaves the Program under one condition - the new worker has to deposit the same amount of money as the outstanding balance on the old worker's account at the time of the substitution. Additionally, the new worker has to be eligible pursuant to INFONAVIT regulations. An exception exists when a worker leaves the company but wishes to continue in the Program, in which case the company may not execute a substitution.

The Contracts.

Obligations. Savings Goal: 20% of Home Selling Price at the Time of Registration. The loan amount as well as the savings goal will be expressed in Times the Minimum Wage ("TMW"). Even the installments paid by the buyer when

the loan is active will be translated into TMW. Thus providing a reasonable hedge against inflation and loss of the workers' buying power over their respective savings period - the Minimum Wage will generally appreciate almost in line with inflation. Inflation in Mexico will generally cause peso devaluations relative to the US Dollar.

Resource Management.

Discretionary Financial Aid to Workers. It is mandatory that the Mexican-IRS-standard workers' benefit called the Savings Fund be 100% contributed by the participant into the Housing Trust. The very nature of this benefit postulates that the companies match every peso the worker contributes to this Savings Fund. It will, in most cases, represent a 26% of the worker's salary. It is any additional aid the companies might wish to put up that is considered discretionary. These additional discretionary funds may well amount to zero. All contributions made by the company which will ultimately be used to buy its workers a new house under an INFONAVIT program will be treated as tax write-offs by the Mexican IRS.

Workers-Related Information Disclosure.

For the Pre-Qualification Criteria, a worker must work at an Export-Classified company, have at least one year of INFONAVIT membership, have a 100-point minimum as indexed by salary and age, have a take-home salary between 1 and 10 times the National Minimum Wage, never before to have exercised an INFONAVIT loan and have saved 20% of the total selling price of their home.

For Pre-Qualification, the joint venture will look at the savings capacity of the borrower, his socio-economic condition, his table of deductions, his repayment capacity, his integrated salary, age and require the signing of the Mercantile Commission Contract.

The Mercantile Commission Contract.

The provisions of the mercantile contract are as follows: The Worker authorizes its Employer to withhold a portion of its salary and to deposit it in the Housing Trust on its behalf, to be later transferred to INFONAVIT. The contract specifies the salary concepts as sources of funds and specifies an initial deposit amount. The Worker accepts conditions to withdrawal from the Program. The Employer and GPC decline specific commitments at this time.

The Pre-Sale

The following documentation produced before Construction begins: land location, layout, certain feasibilities and authorizations, floor plans, facades, and a sales contract signed by the Worker. Detailed personal documentation is also required.

D. THE 3DPC BUILDING SYSTEM

AGHC has the exclusive right to use the 3DPC Building System for the Maquiladora plant housing.

After more than a decade of research and development the system started commercial production in 1973. The 3DPC Building System is targeted at marketplaces and projects where highly repetitive work is prevalent or with developing Third World nations where infrastructure is poor. Housing, hotels, condominiums, hospitals, dormitories, correctional facilities and numerous other applications are achievable while realizing significant time and cost savings.

The first automated plant was commissioned in Honolulu in 1975. In a joint venture with Pacific Construction, two apartment structures were developed as a full scale pilot project to demonstrate cost and time savings as well as the mechanics of the system. The successful erection and completion of the structures using the prefinished modules rendered a cost savings of thirty percent (30%) over conventional building methods.

In 1977, the system received a contract to design, fabricate and commission equipment for, and train personnel in the operation of a 3DPC Building Systems plant for the Construction and Development Corporation of the Philippines (CDCP). The plant located on Mindanao, was designed to cast modules for the six story 200 room Zamboanga Hotel. The plant was commissioned producing two modules per day from a single casting mold when civil strife forced the cancellation of the project.

In 1976, the Sytsem secured a contract with H.E. Sheik Hamden Bin Mohammad for the construction of 5,000 villas in Abu Dhabi, U.A.E. This project was divided between two sites with each utilizing a six mold 3DPC Building Systems plant. The System designed, fabricated and commissioned equipment for, and trained personnel in the operation of the plants. Plant operation and construction was performed by the Bengal Development Corporation. This project was completed in 1978 for an aggregate cost of $120 million.

The 3DPC was also commissioned by Mohammad Fayez and the Concrete Company to design, engineer, manufacture and commission equipment for and train personnel in the operation of an eighteen mold plant in Jeddah, Saudi Arabia. The plant includes ancillary production equipment for the casting of stairs, handrails, parapets and specialized door and window architectural precast components. Averaging about 430 square meters each, The villas were designed for the Moslem community. Responding to these designs, the company designed the equipment to duplicate the dimensional characteristics of these structures designed for concrete unit masonry construction. With a production capability of 36 to 54 modules per work day, 1,200 villas were built with 18,000 modules.

The 3DPC System was used to establish a plant in Pusan, Korea with Daewoo to build 2,000,000 apartment units.

SECTION III. THE 3DPC BUILDING SYSTEM TECHNOLOGY AND ITS APPLICATION IN MEXICO

The 3DPC Building System is a unique construction method which employs the latest technology in industrialized housing production to provide high quality housing at a cost significantly lower than by standard construction methods and in less than one-half the time. While these advantages are important in construction elsewhere in the world, they are particularly important in Mexico. Mexico is a rapidly developing country with a new civil government dedicated to taking advantage of its oil resources to improve the country's infrastructure and provide food and housing to the people. The 3DPC Building System is ideally suited to helping the Mexican Government and private sector meet their housing goals.

A. THE 3DPC BUILDING SYSTEM

The 3DPC Building System is the culmination of more than twenty years of research and development. The result is a technique for mass production of housing units which carries automation, quality control and manpower savings to an advanced point. Construction is based upon the principle of precasting units with monolithic walls and ceilings and assembling them into a continuous three-dimensions structure of great inherent strength.

Special production line plants have been developed which enable these large units to be produced quickly, economically and to a high standard of quality. The plants include reinforcement frame forming platforms, casting molds, concrete conveying and spreading devices, a ready mix plant, and a steam plant for curing concrete. The production line is straddled by a moving gantry crane which also transports the modules to the finishing area.

Reinforcement frames for the units are prepared on adjustable platforms. High tensile steel mats and reinforcing bars are fixed to templates. A rigid system of indexing points utilized throughout the manufacturing, finishing and erection processes ensures proper placement within close tolerances. Spaces are left in the reinforcement for doors, windows and service ducts. Electrical conduits and plumbing are positioned prior to pouring concrete.

The gantry crane lifts the reinforcement frame to the mold box and lowers it into place. The mold boxes are constructed of heavy steel plate resulting in dimensional accuracy within 3mm (1/8"). Blockouts for windows, doors and other openings can be placed in any position desired. The conveying and spreading devices carry the concrete, received from the batch plant, place it in the moldbox and spread, level and finish the top slab. The concrete is consolidated by external vibrators which are an integral part of the molds. Curing of the concrete is accelerated by an efficient steam curing system. 'The sides of the molds are then hydraulically released to allow the cured unit to be lifted and moved by the gantry crane to the finishing area. The whole casting process is 95% automated.

Much of the success of the casting process depends on concrete mixes which are specifically formulated, after extensive experimentation with local materials, to achieve the required strength, excellent quality and high rates of production. The quality of the concrete is maintained by carrying on regular checks in an on-site laboratory provided for this purpose.

The plant has been constructed for easy maintenance. All parts have been thoroughly tested for reliability under the most arduous conditions. The plants have been independently assessed as having working lives in excess of ten years.

The plant is easily transported and can be set up in a minimum amount of time. Dismantling is carried out as quickly. It can therefore, be moved from site to site without difficulty and with maximum economy of time and manpower.

Use of the system requires that ground slabs and foundations still be constructed on-site. For easy erection and proper alignment of the units, connector plates are set in positions which correspond with the index points in the units. Units are placed by crane so that the plates mate with the vertical connectors at each index point. A second unit is then positioned beside the first and the process is repeated. This process is repeated floor by floor. When room width exceeds the moldbox size, cantilevered edges of two units may be jointed by steel connectors which are welded to steel plates cast into the edge of cantilevers. The joint between is filled with expanding grout. Alternatively, reinforcing rod connectors may be used.

The design of the 3DPC Building System allows for the installation of prefabricated plumbing and electrical services in the assembly line. This further reduces dependence on skilled construction labor, saves time, is more easily controlled, and generally improves production efficiency.

There are other advantages. Form work and scaffolding are virtually eliminated at the building site. Stairs are cast into multistory units allowing quick and safe access to succeeding floors. Large numbers of complex joints and special cast-in lifting devices are not required. Internal and external finishes are reduced to a minimum. Decorating can be done before units are assembled.

Concrete may be patterned or textured as part of the casting process. Cementatious paint applied during concrete curing has great durability. Accurate casting results in rapid fitting and installation of doors, windows and other components in the assembly line. Windows and door frames can be easily placed in accurately formed concrete openings. Blockouts in the mold-box are specially profiled for this, purpose. 'The strong single pour three dimensional structure makes possible an economical use of concrete and reinforcing steel.

In addition, the highly mechanized production and erection technique reduces construction time. The closely controlled and productive use of unskilled labor reduces labor costs.

Despite automation, architects using the system have considerable design freedom and can fix the shape of the basic structural units to suit various design requirements.

* Large numbers of complex joints with expensive panel connections are not required.

* Labor requirements are reduced for erection.

B. ADVANTAGES OF THE 3DPC BUILDING SYSTEM: COST, TIME AND QUALITY

The advantages of the 3DPC Building System over competing forms of construction fall into three basic categories: (a) cost savings, (b) reductions in time to construct, and (c) quality of the final product. The 3DPC Building System has the added advantage of being at the leading edge of construction technology. The 3DPC team not only develops new technology, but is alert to that developed by others which can be used in conjunction with the 3DPC Building System to improve quality and cut costs. A good example is the intended use of glass reinforced concrete for the manufacture of sinks, tubs and counter tops. Height and shape of the units are obtained by inserting stops in the mold. Walls can vary in thickness depending on the structural requirements. A cantilevered slab can be cast on all sides or any one side as required. The cantilevered slab enables architects to achieve a variety of design features such as balconies and access galleries. Units can be staggered or cantilevered one above another which gives great scope for plan variations and elevational treatments.

There are a number of jointing systems available depending on the structural requirements. Special seismic joints have been designed for earthquake zones for which the basic structural system is suited.

C. COMPARISON WITH OTHER BUILDING SYSTEMS

l. Panel Systems

Up to now, panel systems have been the most popular method of attempting to construct building more efficiently and at less cost. The 3DPC Building System has definite advantages over panel systems:

* The components are three dimensional, increasing design flexibility tremendously.

* The three dimensional structure of the components assures against progressive collapse of concrete segments.

* The three dimensional structure of the components makes possible an economical use of concrete and reinforcing steel.

* The three dimensional casting process provides great dimensional control, allows close tolerances and excellent repeatability of product.

* For multistory applications, the structural system is acceptable for all seismic zones.

2. Other Three Dimensional Systems

There are at least two other three dimensional systems manufactured in the United States. One system consists of an open ended tube as a base product. It can be produced rapidly as can the 3DPC System modules, but has two inherent weaknesses.

The tube has severe design limitations. It is one size and shape and the only place for windows, doors, balconies, etc. is at the ends.

Adjacent modules duplicate walls and floors. Concrete use is therefore, much greater than with the 3DPC Building System. This also adds considerable weight which limits design flexibility.

The other system is not cast as a three dimensional system. It is cast in parts, and assembled on the site using connectors. It is subject to the same problems outlined in the panel system comparison.

D. APPLICABILITY OF THE MODULAR BUILDING SYSTEM TO MEXICO

The Mexican housing market is widely varied both in geographic location and type of construction. The one constant is the need for rapid, quality construction. The Modular Building System has the flexibility and mobility to meet different construction requirements throughout the country, and probably is alone among housing systems in this regard. The Modular Building System also has the capability to produce quality housing units more rapidly than competing construction methods.

The Mexican Government has committed itself to the people of Mexico to build large numbers of housing units for the Maquiladora workers. These projects can be jeopardized by the inability of current contractors to deal with the demand and special characteristics of the Mexican market. The lack of housing and office space is also having a negative impact on the growth of new industry.

Beyond these Federal requirements, Mexico remains dramatically short of housing. The quality of what is being produced is poor, and the cost extremely high. There is a desperate need for everything from low cost housing to hotels.

The general advantages of the 3DPC Building System in terms of cost, time and quality are magnified in the context of Mexico with each having a synergistic effect on the other. The time savings inherent in construction based upon the 3DPC Building System are enhanced in Mexico. Put in perspective, using the 3DPC Building System, with its minimized dependence upon local support systems, projects can be completed in Mexico in close to the same time as in the United States. Traditional construction takes two to three times as long to complete in Mexico as in the United States.

The ability to build faster has dramatic effect on project feasibility in Mexico. Using the 3DPC System, a four story, eight flat building can be completed in less than ninety days. Standard construction requires eighteen months to two years.

Quality is in demand in Mexico, but quality construction is difficult to find. Quality control over standard construction is more difficult in Mexico than in the United States because of the lack of a trained working force. The 3DPC Building System on the other hand enhances quality control because of the production line technique.

Using the 3DPC Building System, the costs of construction in Mexico, with the exception of costs for locally purchased building materials, do not vary significantly from costs of construction in the United States. In effect, using the 3DPC Building System, the constant of the production line is substituted for the variable of uncertain labor and general infrastructure support in Mexico. This contrasts with standard construction in Mexico for which costs are as great as any place in the world.

E. SUMMARY

The 3DPC System is on the leading edge of industrialized housing production technology. It is designed to produce quality housing in less time for less money than other forms of construction. In the developed world the 3DPC Building System provides superior quality at less cost than traditional construction and in half the time. These advantages are more significant in Mexico where the building industry has not reached an advanced state of development

. The 3DPC Building System allows developing countries like Mexico to make a quantum jump in housing construction. The commercial potential appears to be virtually unlimited.

SECTION IV. THE MEXICAN HOUSING MARKET

At the behest of the Mexican Government representatives and several private businessmen, American Global sent a marketing and engineering mission to Mexico for the purpose of studying the potential use of the unique three dimensional prefabricated concrete housing technology in the Maquiladora area. During 1998, the Team conducted an analysis of Mexico's Maquiladora housing market. The study involved on-site inspections in selected sites.

A. MARKET ANALYSIS

The 3DPC System, described in detail in Section III, is a factory which uses a production line to produce prefabricated three dimensional concrete modules. The plant is sufficiently flexible in the potential size and shape of modules produced so that one production line can produce modules suitable for construction as varied as single family residential, hotel/motel, office buildings, hospitals and military barracks. The Mission went to Mexico with the intent of studying the broadest possible applications of its technology and planned its trip accordingly. Additionally, prior to departure, American Global studied the incentives and met with Mexicans in the United States for the purpose of becoming as well educated as possible about the country, its people and physical environment.

The Mission visited various developments both in urban and rural areas. Styles of construction are easily compatible with our methods.

The commercial and residential structure in all of these areas shared two common factors. First, concrete was the only universally accepted building material. No structures were built of wood. (An irrelevant, but interesting exception to this as the use of adobe in small rural farming communities when the material was available locally.) The extremely poor quality of concrete work inspected by the Team was almost as universal as its acceptance as the primary building material. Second, low strength and poor placement practices had generated numerous structural failures. Detailed inspection showed that concrete block, the most common building material, could often be crumbled with bare hands.

B. HIGH COSTS AND POOR QUALITY OF CONSTRUCTION DUE TO WASTE, INEFFICIENCY, AND LACK OF INFRASTRUCTURE

The AGHC Mission found that in Mexico waste, inefficiency and lack of infrastructure are closely associated and occur both on and off the job site. They add substantially to the direct cost of the project as well as indirect costs such as lost revenues resulting from delayed project openings. The team found that off-site logistics are affected adversely by problems in Government red tape, lack of traffic control, theft, and inventory management.

On-site inefficiency results from poor subcontractor coordination, substandard equipment and technology, lack of trained labor, difficulty in scheduling any type of labor and theft.

The AGHC Mission observed numerous construction sites and found that subcontractors never appeared on time, thus preventing coordination of construction activities. This problem was found at every job site the team visited. At some sites the problem was so severe projects actually appeared to be abandoned. When non- foreign contractors did arrive it was apparent they did not have state of the art technology or equipment.

The traditional means of construction in Mexico is highly susceptible to all of the forgoing maladies. For this reason, Mexicans have turned to foreign contractors. However, the ones that were inspected were repeating the indigenous mistakes. The production line process is ideally suited to compete in such a market. The more rampant the confusion outside the 3DPC compound, the more profitable sales of 3DPC modules become.

V. SUMMARY: MEXICAN HOUSING PROJECT

For the same reasons, the 3DPC technology has been a success in other developing countries, the 3DPC technology will be a success in Mexico.

AMERICAN GLOBAL HOLDINGS CORPORATION

Background

American Global Holdings Corporation ("American Global" or the "Company") incorporated in Maryland on July 2, 1993. The Company's address is 5420 Glenwood Road, Bethesda, Maryland 20817 and its telephone number is (301) 652-6055, e-mail: aghc@erols.com.

The purpose of American Global Holdings Corporation is to engage in international economic development projects. Economic development projects include such things as housing, telecommunications, transportation and transportation facilities, power, and other types of capital projects that enhance economic productivity.

Business Strategy

American Global believes that many recent changes have enhanced opportunities in international business. At the present time, the developing markets are about one-half of the world's economy and the developing markets are growing about twice as fast as the developed markets. Economic growth in some of the developing countries has created demand for economic and infrastructure development. Typically, in these countries there is a shortage of capital and technical know-how.

American Global believes that the increased demand for economic development, together with a vacuum of resources creates business opportunities with high risk/reward ratios. American Global seeks to use the international, technical, and business expertise to promote international economic development. American Global intends to leverage its management resources by doing most of its projects as joint ventures with local partners

American Global believes that the market for international economic projects is one of the largest markets in the world.

American Global seeks opportunities where (1) there is a significant shortage of an essential product or service, (2) such products or services are sold at high prices relative to the cost of production, (3) American Global can establish protection from competition, (4) American Global has the market power to price freely, and (5) the potential for significant growth in revenue exists.

American Global seeks to do business in a country by making an arrangement with a local joint venture partner. Such arrangements usually call for American Global and the local partner to each have 50% of the venture. American Global generally provides technology, training and financing, if available, and the local partner provides marketing, personnel, operations, and handles local relations. American Global also may enter into licensing, sales, or distribution contracts as it sees fit in the circumstances.

Principal Products

American Global generally intends to market products and services related to economic development worldwide.

American Global is focusing its efforts on certain economic development products and services, primarily housing. American Global may market other products if it feels it is advantageous to do so.

The Mexican Housing Project

American Global has signed a letter of intent with Grupo Promotor y Constructor de Vivienda, S.A., De C.V. ("GPC") of Juarez, Mexico to form a joint venture to build and sell 3,900 housing units for workers of the Maquiladora companies in and near Juarez, Mexico. Maquiladora companies are those companies that have set up manufacturing plants in Mexico near the United States border. Maquiladora plants take advantage of cheaper Mexican labor to make goods to sell into the United States.

American Global will be responsible for financing and building the housing plant, technical support, training and oversight. American Global will share equally in the profits of the joint venture. GPC estimates that the profit per unit will be $5,000. Other private high-end projects will yield considerably higher profits per unit.

GPC has sources of permanent financing for the housing. GPC has individual buyers for the housing. The joint venture will only start building a house after the house is sold.

American Global has obtained a letter of interest from the Export-Import Bank of the United States ("EXIM") to lend eighty-five percent (85%) of the purchase price of a wholly United States built and turnkey operated manufacturing plant. The plant will build three dimensional concrete modules for residential and commercial structures. The joint venture will fund the balance of the acquisition by providing fifteen percent (15%) equity financing. American Global will subcontract the building of the plant. The subcontractor has extensive overseas experience in the fabrication and operation of plants producing concrete modules.

American Global believes that the loan is justified from EXIM's risk perspective and that cash flow generated by the facility is more than sufficient to repay the indebtedness.

MANAGEMENT

The officers and directors of American Global are as follows:

Name Positions Held

Rudolph M. Dahl Director and President

Rudolph Dahl Director and Secretary-Treasurer

Stephen D. Worthington Director

Dr. Jo-Anne Jackson Director

The following sets forth certain information relating to the officers and directors.

Rudolph M. Dahl

Mr. Dahl has 30 years of experience in international trade in the private and public sectors. After 10 years of representing U.S. businesses in developing their international business, he was asked to help the U.S. Department of Commerce reorganize the International Trade Administration. He developed overseas markets and received cash awards for his achievements. He worked with many Eastern European governments and businesses. He opened the first U.S. trade fair in China. Since returning to private business in 1981, he has established Nigeria's first independent oil company and engaged in such programs as food preservation for developing countries with the World Bank and Overseas Private Investment Corporation and a $280 million housing program for Africa. He has a B.S. in Physics and Mathematics from the University of Minnesota. He is the son of Rudolph Dahl.

Rudolph Dahl

From 1957 to 1992, Mr. Dahl was the Washington, D.C. corporate representative for two Fortune 500 companies. His duties included marketing large technical projects to the U.S. government, working with congressional and executive branches to resolve export and regulatory issues. Mr. Dahl has a B.A. in architecture from the University of Minnesota. He is the father

of Rudolph M. Dahl.

Stephen D. Worthington

Mr. Worthington was formerly Vice President of New Technology Management, Inc. Prior to that time, he was Manager of the International Division of Government Technology Services, Inc., where he started the division and ran it to $65 million in sales. He also created and developed the Bids/Proposal Group for GTSI which grew to over $100 million per year in sales, the Sub-Contracting/Primes Group which grew to over $50 million in sales, and the State and Local Government Sales Group which grew to over $25 million in sales. Mr. Worthington has a B.A. from the University of North Carolina and was a Captain in the U.S. Marine Corps.

Dr. Jo-Anne Jackson

Dr. Jackson is currently the Senior Science, Technology, and Education Specialist for Science Applications International Corporation. She has 22 years of experience at SAIC and the U.S. Department of Commerce as a senior scientist and technical expert in international trade, export and technology transfer. She has authored 15 technical publications and 18 foreign availability assessments and reviews. She has a B.S. in Chemistry and a Ph.D. in Physical Chemistry from American University.

CAPITALIZATION

The following table sets forth the capitlization of American Global:

Class of Shares Authorized Currently Issued and Outstanding Following Present Offering
Class A

Common Stock $0.01 Par Value

9,000,000

152,200

152,200

Class B

Common Stock

$0.01 Par Value

1,000,000

1,000,000

1,000,000

Preferred

Par Value $0.01

1,000,000

-0-

100,000

SECURITIES

The Common Stock

American Global is authorized to issue 10,000,000 shares of Common Stock, $0.01 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any stock of American Global nor are any shares subject to redemption. Upon liquidation, dissolution or winding up of American Global, and after payment of creditors, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this offering are, and will be, fully paid, validly issued and nonassessable.

Holders of American Global's Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so, and in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

American Global has never paid any dividends to shareholders of its Common Stock. The declaration in the future of any cash or stock dividends will depend upon capital requirements and financial position of American Global, general economic conditions, and other pertinent factors. It is the present intention of American Global not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of American Global 's business. No dividend may be paid on the Common Stock until all preferred stock dividends are paid in full.

American Global's Common Stock is divided into two classes, Class A Common Stock and Class B Common Stock. The rights and privileges of both classes are identical, except that the holders of the outstanding Class B Common Stock have the right to elect a majority of the Board of Directors of the Company and the holders of the outstanding Class A Common Stock have the right to elect the remaining directors. Class B Common Stock may be converted into Class A Common Stock at any time on the basis of one share of Class A Common Stock for each share of Class B Common Stock so converted.

Preferred Stock

By its charter, American Global is authorized to issue 1,000,000 shares of Preferred Stock, and the Board of Directors is authorized to issue the Preferred Stock by resolution on such terms and in such series as they shall determine. No such shares have been issued.

PROPOSED FINANCING AND USE OF PROCEEDS

American Global proposes to borrow $12,000,000 for one year at 18% interest. The loan will be collateralized by all of the assets of the venture. The loan may be converted at any time into 10% of the outstanding stock of American Global.

American Global's management estimates that the proceeds of the loan will be used as follows.

Application Amount % of Proceeds
Construction of sample units

250,000

25

Purchase of land

350,000

35

Local office

100,000

10

Operating expenses

100,000

10

Legal and accounting

50,000

5

Marketing

50,000

5

Working capital and reserves

50,000

5

Finder's fees

50,000

5

Total

1,000,000

100.0 %

VI. FINANCIAL PROJECTIONS

 

 

Juarez/Maquila Project

                               
                                       

Land/Unit Acquisition Assumptions

     

Financial Assumptions

               
         

Phase I

Phase II

Phase III

                       
 

Total # of Units

 

3,900

1,300

1,300

1,300

                       
 

Avg Sq Mt of Raw Land

868,636

289,545

289,545

289,545

   

Exchange Rate-Pesos to Dollars

8.50

         
 

Land Cost Avg $ per Sq Meter

$ 9.00

         

Interest Rate - Investment

5%

         
 

Land Usage (as % of Total)

55%

                             
 

Avg Sq Meters per Lot

122.5

Initial Due

Completion

Sale

   

Income Tax Rate

 

0%

         
 

Financing Terms on Land Acquisition

0%

0%

100%

   

Cross-Currency Risk Coverage

0%

         
 

Financing Terms on Urbanization

50%

50%

0%

                       
 

Total Land Payments per Package

$ -

$ -

$ 434,318

   

Project Duration in Months

36

         
 

Total Urbanization Pmts per Package

$ 216,667

$ 216,667

$ -

                       
 

Package Size in Housing Units

217

                             
 

Avg Months Construct per Package

1

                             
                                       

Development Assumptions

       

Delivery Assumptions

               
       

Total

Per Unit

Per Sq.Mt *

% of Sales

                     
                     

Projected Average Delivery Requirements

 
 

Avg Sq Mt Living/Const.Area

55

1

 

Year

Activity

Total

Sep

Oct

Nov

Dic

Ene

Feb

Mar

Abr

 
 

Sales Price

 

$66,300,000

$ 17,000

$ 309

100%

1998

Start Construction

1,300

217

217

217

217

217

217

-

-

 
 

Land Costs

 

$ 7,817,727

$ 2,005

$ 36

12%

 

Deliver

1,300

 

-

217

217

217

217

217

217

 
 

Urbanization Costs

 

$ 7,800,000

$ 2,000

$ 36

12%

1999

Start Construction

1,300

217

217

217

217

217

217

     
 

Construction Costs

 

$25,740,000

$ 6,600

$ 120

39%

 

Deliver

1,300

 

-

217

217

217

217

217

217

 
 

Selling Expenses

 

$ 2,652,000

$ 680

$ 12

4%

2000

Start Construction

1,300

217

217

217

217

217

217

     
 

Administrative

 

$ 663,000

$ 170

$ 3

1%

 

Deliver

1,300

   

217

217

217

217

217

217

 
 

Estimated Profit Before Taxes

$21,627,273

$ 5,545

$ 101

33%

                       
                                       
 

*

The "Per Square Meter" analysis reflected above is based on average square meters of living area (i.e. floor space) of each unit.

   

See above to relate to land costs etc. on a gross square meter acquisition basis.

               
                                       

Timing/Payment Schedule (First 12 months- as % of 1 pckg unless otherwise indicated)

                 
     

Mo. 1

Mo. 2

Mo. 3

Mo. 4

Mo. 5

Mo. 6

Mo. 7

Mo. 8

Mo. 9

Mo. 10

Mo. 11

Mo. 12

       
                                       
 

Urbanization Progress

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

         
 

Construction Progress

 

50.0%

100.0%

100.0%

100.0%

100.0%

100.0%

50.0%

               
 

Payment Schedule

                                 
 

Land

           

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

0.0%

         
 

Urbanization

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

50.0%

         
 

Construction Cost

   

50.0%

100.0%

100.0%

100.0%

100.0%

100.0%

50.0%

0.0%

0.0%

0.0%

         
 

Selling Exp(% of Total)

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

         
 

Admin (% of Total)

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

2.8%

         
 

Funding Schedule on Sales

       

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

           
                                       
                                       

 


 

Schedule 1 - Proforma Cash Flow Statement

                   

Juarez/Maquila Project

                       
     

1

2

3

4

5

6

7

8

9

10

11

12

 

Total

Closing

Aug-98

Sep-98

Oct-98

Nov-98

Dec-98

Jan-99

Feb-99

Mar-99

Apr-99

May-99

Jun-99

Jul-99

Sources of Funds

                         
                             

Sales Proceeds

 

-

-

-

-

-

3,683,333

3,683,333

3,683,333

3,683,333

3,683,333

3,683,333

-

Interest Income

   

-

-

-

-

-

6,644

13,288

19,932

29,505

42,008

54,510

JV Contributions

                         

Grupo Promotor

1,389,750

1,389,750

                       

AGHC

4,925,729

270,146

 

270,146

985,145

1,700,146

1,700,146

             
                             

Total Sources

6,315,479

1,659,896

-

270,146

985,145

1,700,146

1,700,146

3,683,333

3,689,977

3,696,622

3,703,266

3,712,839

3,725,341

54,510

                             

Uses of Funds

                         
                             

Direct Costs

                           

Land

   

-

-

-

-

-

434,318

434,318

434,318

434,318

434,318

434,318

-

Urbanization

   

216,667

216,667

216,667

216,667

216,667

216,667

216,667

216,667

216,667

216,667

216,667

216,667

Construction Direct

 

-

-

715,000

1,430,000

1,430,000

1,430,000

1,430,000

1,430,000

715,000

-

-

-

Indirect Costs

             

-

-

-

-

-

-

Selling & Marketing

2,652,000

1,389,750

35,063

35,063

35,063

35,063

35,063

35,063

35,063

35,063

35,063

35,063

35,063

35,063

Administrative

663,000

 

18,417

18,417

18,417

18,417

18,417

18,417

18,417

18,417

18,417

18,417

18,417

18,417

                 

-

-

-

-

-

-

Total Uses

3,315,000

1,389,750

270,146

270,146

985,146

1,700,146

1,700,146

2,134,464

2,134,464

2,134,464

1,419,464

704,464

704,464

270,146

                             

Net Sources & Uses

3,000,479

270,146

(270,146)

0

(1)

0

0

1,548,869

1,555,513

1,562,158

2,283,802

3,008,375

3,020,877

(215,636)

Cumulative

   

0

0

(0)

(0)

(0)

1,548,869

3,104,383

4,666,540

6,950,342

9,958,717

12,979,594

12,763,958

                             

Cumulative Before Interest Earned

       

1,594,586

3,189,172

4,783,758

7,081,319

10,081,855

13,082,391

12,833,911

                             
                             

 

The above information provided by and are the sole responsibility of :

Rudolph M. Dahl, President

American Global Holdings Corporation

5420 Glenwood Road

Bethesda, Maryland 20817

(813) 442-9132

aghc@erols.com

 

 

 

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