American Life Ventures-ALV Everett Regional Center

American Life Inc. offers investors a secure investment in prime real estate. The investment offers superior monthly income and a significant capital gain opportunity. The proven strategy developed over the past decade is to:

1. Acquire aging properties in older industrial areas near the central business district of selected cities in Washington State (Seattle, Everett, and Tacoma) to benefit from urban infill.
2. Create a footprint of contiguous or nearby properties which, at a future date, could be sold to or developed for a corporate user as a site for a corporate campus, and which benefit from each other's development or renovation; so that the whole becomes greater than the sum of the parts.
3. Make improvements to allow rental at reasonable rates to commercial tenants, while providing investors with a meaningful income return.
4. Operate with the lowest possible risk by remaining free of debt, and owning all properties unencumbered by bank loans. (Note: by avoiding mortgage interest costs, American Life Inc. will maximize current income to its investors while patiently awaiting the exit strategy that maximizes investor profits.)

While the Seattle, Tacoma and Everett Regional Centers were selected to develop areas of high unemployment, the region as a whole is well endowed with resources, growing, and prosperous. Simply put, the Pacific Northwest is one of the better investment opportunities in the world.

Regional Overview

With over 20 million people and over US $700 billion in gross regional product, the US Pacific Northwest (Alaska, Idaho, Montana, Oregon and Washington) and Western Canada (Alberta, British Columbia and Yukon) is one of fastest growing regions of North America. International trade, resource extraction, technology, and agriculture underpin the economy. It is one of one of North America’s most important gateways to East Asia, the host of the 2010 Winter Olympics and the site of several major infrastructure projects and internationally known businesses. The Seattle metropolitan area, together with Everett to the north and Tacoma to the south, form the commercial hub of this prosperous region.

In economic terms the Pacific Northwest is a relatively new addition to the world scene. Europeans arrived in the later half of the 18th century, most notably with the expeditions of Captain Cook UK, Malaspina — Spanish and Bering — Russian. These expeditions mapped the area and catalogued its natural resources. Captain Vancouver, part of Cook's expedition, highly recommended Puget Sound as a suitable place for European colonization but thought it was too far from population centers. European settlement trickled in soon after, primarily in search of furs. In the first half of the 19th century a steady stream of immigrants from the Eastern part of the US arrived on foot and covered wagons by way of the Oregon Trail. The stream of people increased with the opening of the transcontinental railroad. The arrival of the jet plane further increased this migration from all over the world. Modern transportation made a once remote, yet bountiful, part of the world accessible and, for better or worse, exploitable.

A 40 0-mile corridor with eight million residents reaches from Eugene, Oregon, through Seattle, Washington to Vancouver, B.C. This region accounts for more than $250 billion in annual economic output and if ranked as a nation-state would be the 10th largest economy in the world. The region’s diversified economy includes a range of industries, from resource abstraction to high tech. Examples are:

• Health sciences/biotech sector (University of Washington, Bill and Melinda Gates Foundation, Fred Hutchinson Cancer Research, and a host of biotech companies which can be found on the Washington Biotechnology and Biomedical website, www.wabio.com)
• Aerospace (Boeing and its suppliers)
• Film and Television Entertainment (Lions Gate Entertainment, Lionsgate Studios, Lionsgate Television)
• Finance and Banking (HSBC, Washington Mutual)
• High Technology and E-commerce (Microsoft, Intel, Tektronix, Amazon.com, Expedia, Ballard Power Systems, MacDonald Dettwiler, Electronic Arts Canada)
• Higher Education (University of British Columbia, Simon Fraser University, Trinity Western University, University of Victoria, Western Washington University, Central Washington University, Eastern Washington University, University of Washington, University of Puget Sound, Seattle University, Portland State University, Reed College, Lewis & Clark College, Washington State University, Oregon State University, University of Oregon)
• Hydroelectric power (Ross Dam, Grand Coulee Dam, Bonneville Dam)
• Lumber (Weyerhaeuser, Canfor, Tolko, Pope & Talbot, Inc.)
• Mass Market Retail (Starbucks, Tullys, Blenz, Nordstrom, Zumiez, Costco)
• Diversified agricultural (grains, fruits, wine, potatoes, peas, and animal husbandry. Most output is exported.)
• Fishing (Crab and Salmon)
• Mining (Oil and other resource extraction is generally serviced from Seattle, Tacoma and Everett.)
• Shoes & Apparel (Nike, Columbia, R.E.I.)
• Heavy Industry (Todd Ship Yards, Pacific Car and Foundry manufacturer of Kenworth and Peterbuilt heavy trucks, Freightliner)

The region as a whole, but especially Seattle, is a hot-bed of high-tech business. It is also a leading "creative class" economic driver, with a thriving cultural sector, many knowledge workers and numerous international advertising, media and design firms. While Microsoft is of course the leading software company in the region, it is interesting to note that the Washington Software Alliance, www.washingtontechnology.org, includes over 1,000 member companies, all from the State of Washington.

While the Seattle Regional Center was selected to develop areas of high unemployment, the region as a whole is well endowed with resources, growing and prosperous. Simply put, the Pacific Northwest is one of the better development opportunities in the world.

Secure Income Stream

American Life Inc. properties have historically maintained 97% occupancy. The overall growth of the Pacific Northwest economy, coupled with close in urban infill locations attracts companies to the American Life Inc.'s regional centers. At the same time, government has been acquiring substantial amounts of land and buildings for capital and transportation infrastructure projects. This net reduction in building stock diminishes supply, while the market continues to demand more.

Proximity to central business districts and regional transportation infrastructure decreases vacancy rates and tends to increase rents over more distant locations. These close-in areas benefit from increased transportation costs due to the rise of fuel prices. This has been demonstrated in Seattle's SODO district in recent years.

Being debt free eliminates the risks of losing a property to a lender in bad markets and increases the likelihood of receiving reliable and consistent distributions of rental income.

Providing a superior service keeps buildings rented. American Life Inc. works directly with its tenants in customizing spaces to best suit their needs. In addition to normal property management services, American Life Inc. tenants receive free space planning and access to loans for tenant improvements. As tenant space needs grow and change, they may also rearrange their space within any American Life Inc. building without penalty. Referrals from satisfied tenants are our best source of new business.

To prevent cost and level of service issues from affecting investor returns, all tenants sign "triple net leases¹". Under these leases, all building operating expenses are charged to tenants.

1. Triple Net is a term for all expenses of the building, including: tax, insurance, repairs and utilities.

Exit Strategy Options

Management believes that the cities of Seattle, Tacoma and Everett will continue to evolve in tandem with the growth of the Pacific Northwest Region. Management believes that its property values will continue to rise as a result of their superior location and increasing income stream.

Exit strategies and options include:

• Selling to a large developer
• Selling to a real estate investment trust
• Developing the parcels and selling each parcel separately
• Forming a publicly traded real estate investment trust

Management firmly believes that there is a market for a portfolio of strategically located debt-free properties.

Management endeavors to provide liquidity for those that wish to sell their partnership interests prior to a liquidity event described above. Regal Financial Bankcorp, located in Seattle, Washington, (www.regalfinancialbankcorp.com) will make loans secured by a partnership interest to qualified borrowers. Management will refer interested parties to private equity brokers who have in the past sold partnership interests at prevailing market prices net of sales commissions. Because there is no public market for investments in our Partnerships, investors must understand that timing and price of the sale of a partnership interest cannot be assured.

Partnership Structure and Investor Safety

American Life Inc.'s partnerships allow investment until each property is free and clear of mortgage financing; this assures maximum investor safety. American Life Inc. purchases each property with its own funds and interim mortgage financing that is personally guaranteed by the Company's shareholders. Under normal circumstances, each property is owned by a separate limited partnership with the Company acting as the managing general partner.

The property is assigned to a limited partnership, (made up of its investors,) and acts as the investment vehicle for investors. American Life Inc. uses investor proceeds to pay down the mortgage debt. When the balance of the mortgage reaches zero for a particular property, and when the partnership for that property has adequate reserves for future repairs and renovations, the specific limited partnership and the specific partnership is closed to additional investors.

Investors as limited partners have no obligation to fund future capital needs, although in the unlikely event that there were a capital call, a non-contributing partner could be diluted. If a need for funds occurs, American Life Inc. expects to provide or arrange for required financing and to fund negative cash flow when necessary.

A partnership's investors, as a group, receive 70% of the monthly income and capital gain related to that partnership. Amounts are calculated on a partnership-by-partnership basis and paid monthly; there is no pooling of results from multiple partnerships. Unlike common industry practice, American Life Inc. charges no asset management fees to the partnerships. It does charge certain service fees to tenants.

Company Privacy Policy

It is the Company policy of American Life Inc. to protect the privacy of its investors. Therefore, the Company will not disclose the names of investors to those outside of that limited partnership that each investor is invested in, unless required to do so by law. However, each investor has the legal right of access to names, contact information, and percentage of ownership of the other investors within his/her Limited Partnership.

Potential Conflicts

Due to the central management by the Company and its principals of all American Life Inc. properties, each of which has a different set of investors, there are unavoidable potential conflicts that may arise and of which investors must be aware and accept. These include, without limitation:

• Which property's vacant space will be shown and offered to a prospective tenant;
• The pricing allocation among properties when two or more partnerships' properties are to be sold in a single transaction or related transactions; and
• The Company's receipt of certain management fees directly from tenants.

American Life Inc. will use its best efforts to resolve any conflicts that arise in a fair and impartial manner.

Is the Regional Center a Public Agency, Government Entity or a Public/Private Partnership (EDC/EDA) affiliated or associated with one?
No