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RETAIL DEVELOPMENT EXPERIENCE

OAKWOOD PLAZA
Hollywood, FL
Oakwood Plaza, a 906,000 square foot regional center, is the largest open air shopping center in South Florida and spans an entire mile of frontage directly on Interstate 95. It is the only retail center visible from I-95 within several miles. Future location opportunities are extremely limited because there are no large, zoned, concurrent parcels in the area on which a retail center can be built.

As part of the Hollywood Portfolio, Hollywood STS acquired a piece of land which accounted for 40% of what became the project. The property enjoyed great visibility on I-95 between the Sheridan Street and Stirling Road exits. Swerdlow Group determined that if the balance of land between these exits could be acquired, it would own a unique piece of property suitable for a large-scale regional shopping center. A major center of this type had not been built in eastern Broward County due to the dearth of available land.

The only portion of what ultimately became Oakwood Plaza that was included in the Hollywood Portfolio was the land and office/service buildings known as Oakwood Business Center located south of the C-10 Canal Spur. To realize the potential of exit-to-exit I-95 access and visibility, four (4) additional parcels were acquired in separate transactions from different property owners over the course of several years. Included among the parcels acquired to complete the Oakwood Plaza assemblage was the former Six Flags Atlantis Water Theme Park. Those who remember the location will recall that the site contained a 24-acre lake that was filled. Material was dredged and pumped into the lake from other nearby land owned by Hollywood STS. The north and south parts of the property were separated by the C-10 Canal Spur. A bridge had to be permitted and built over this environmentally sensitive body of water. The plans included measures to protect existing mangroves, plant new mangroves and installation of rip-rap to prevent erosion of the banks.

The retail plan maintained the existing office/service buildings and complemented these with weekend and evening uses such as multiplex movie theater and restaurants for the south end of the site. This portion of the site ultimately became the entertainment zone of the project. The north end of the property was designated as a regional center anchored by K-Mart, Builders Square, Office Max, Marshall's, Service Merchandise, Ross Dress For Less and others. Oakwood Plaza has been extremely successful to date. Development of the project was completed substantially in accordance with the original budget and timeline. Today it is known throughout the region as the premiere shopping center of its type. Thousands of patrons visit the site daily for shopping, dining and entertainment.

During 1998, leasing and development of the south side and Sheridan segments of the property were completed, enhancing the existing entertainment/dining theme of the property housing Dave and Buster's, Hollywood Ale House and Sweet Tomatoes.

KENDALL LAKES PLAZA
Miami, FL
Kendall Lakes Plaza is a 404,000 square foot community retail center in Miami, Florida located in the middle of an area with very strong demographics. The well established, densely populated area boasts an average household annual income in excess of $50,000. The property is entered from Kendall Drive which supports some of the highest traffic counts in the region. The renovation of Kendale Lakes Plaza was completed in 1996.

Although the original Kendale Lakes Mall was very well located, the property experienced high vacancies. In addition, the property had become rundown and badly damaged as a result of Hurricane Andrew. Ultimately, the property was taken back from its original owner by the lender and subsequently purchased by affiliates of Swerdlow Group.

A site plan and construction phasing plan was developed and successfully executed which converted the existing concept into a state-of-the-art community retail center. The "checkerboard style" plan provided for the existing tenants to stay in business while new stores were constructed for them at different locations on the property. Once the existing tenant's new stores were occupied, their old stores were demolished and new tenant stores were built.

The approval and redevelopment of the property came at a time of great turmoil in Miami-Dade County. The County was still suffering from the impacts of Hurricane Andrew. A moratorium on new sewer connections has been declared by the governing State of Florida environmental agency. Nonetheless, Swerdlow Group successfully negotiated an agreement to allow the new connections to the sewer system.

In addition, prior to closing on the property, it was discovered that soil contamination from an existing dry cleaning operation had occurred. Despite the existence of a State of Florida program, construction of the buildings was also phased and coordinated with the completion of the site work supporting the new premises, which was necessary to obtain a certificate of occupancy for each new building. Bank of America provided construction financing for cleanup, there was a significant risk of being in the chain of title in the event of an enforcement action by a government agency. In order to overcome this potential roadblock, Swerdlow negotiated the sale of the dry cleaning store and affected parking areas, subject to a reciprocal easement agreement to the dry cleaner, which allowed the transaction to proceed. Barnett Bank provided construction financing.

The site did not have drainage outfall and was separated from the nearest available draining canal by a railroad track. A small parcel of land with frontage on the canal and the other side of the track was acquired. A permit to bore under the tracks was obtained and the draining system was designed, permitted and constructed to meet all necessary governmental requirements. Credit Lyonnais provided construction financing.

The property has continued to appreciate in value due to its superior location. In recent years, as national retailers have gone through consolidation, the project maintained near 100% occupancy with the additions of Home Depot, Old Navy and BJ's Wholesale Club. The project is currently valued at approximately $95 million. Barnett Bank and Credit Lyonnais provided construction financing.

SHERIDAN PLAZA
Hollywood, FL
Sheridan Plaza, a 295,0000 square foot suburban regional shopping center is located two miles from I-95 on Sheridan Street in Hollywood. The planned redevelopment provides an additional 212,000 square feet of gross leasable area, consisting of a 66,500 square foot flagship Publix Supermarket, a 25,000 square foot Office Depot, a 13,500 square foot AMC Theatre expansion, with an additional 96,820 feet of specialty stores. Completion is scheduled for mid 1991.

GREAT MALL OF THE BAY AREA
Milpitas, CA (Silicon Valley)
The Great Mall of the Bay Area is Northern California's largest value oriented shopping mall, comprising 1,246,000 square feet of anchor and in-line retail tenants. The mall is strategically located in the heart of Silicon Valley where 1-880 and U.S. 101 intersect in Milpitas, California.

The Great Mall of the Bay Area is the premiere regional shopping center in the San Francisco Bay-Silicon Valley area, an area boasting extremely favorable demographics, including a median household income of more than $70,000.

Swerdlow Group and Colony Capital saw the potential for the Great Mall of the Bay Area to be redeveloped by, among other things, incorporating a significant entertainment component, which the existing center lacked. To enable the Great Mall to achieve its potential, Swerdlow adopted a redevelopment and re-tenanting plan that included the following components: (i) An entertainment and leisure time activity component including movie theaters, restaurants and an interactive adult entertainment center; (ii) A "cut through" added to enhance pedestrian traffic flow within the mall; (iii) Select existing anchor and in-line tenants relocated into property sized, well- merchandised stores grouped by product type; and (iv) Interior and exterior appearance and amenities upgraded to enhance the shopping experience.

In Apri1 of 1998, a subsidiary of Swerdlow Group and Colony entered into a joint venture and purchased the Great Mall of the Bay Area from Ford Motor Land Company.

In 1999, SREG acquired Colony and Swerdlow's Joint Venture's interest in the Great Mall of the Bay Area. Major tenants that have been added to the project during the current ownership include Century Theater, Dave and Buster's, Van's Skateboard Park, Home Depot, Tommy Hilfiger and Ralph Lauren, among others.

CAPITOL PLAZA MALL
Prince Georges County, MD
Capitol Plaza Mall is a $30 million redevelopment regional shopping mall of 500,0000 square feet located at the intersection of Annapolis Road and Baltimore/Washington Parkway in Prince Georges, County. The project is a traditional retail mix of department stores and specialty stores. Anchor tenants include Montgomery Ward's and Bradley's.


CROSS COUNTY MALL
West Palm Beach, FL
Cross County Mall was an existing, partially enclosed mall located in West Palm Beach, Florida at Military Trail and Okeechobee Road, approximately three-quarters of a mile west of Interstate 95. The site is within 1.5 miles of Florida's Turnpike and Palm Beach County Airport. The center was purchased in September 1997. Phased demolition of the existing center and construction of a 365,000 square foot retail center commenced in the fourth quarter of 1997.

Swerdlow Group identified the opportunity to purchase the Cross County Mall through its long-standing relationship with K-Mart. In addition, relationships with Ross Dress for Less, Just For Feet, Builders Square and AMC were crucial to recapturing space and reconfiguring the center. Cross County Mall was an outdated partially enclosed mall that was largely vacant. It was encumbered by existing below market leases with K-Mart, AMC and Ross Dress for Less that provided those tenants with absolute rights over the site plan and any expansion or demolition of the center. These leases were terminated.

New leases were negotiated with K-Mart and Ross Dress for Less providing for their relocation into new premises at current market rental rates. Previous developers had failed to obtain the cooperation of K-Mart and AMC, which was critical to the reconfiguration of the center. The enclosed mall had to be demolished, preserving the ability for K-Mart and Ross Dress for Less to operate in their existing stores while new premises were constructed.

The site development was coordinated and scheduled so as to provide parking during the construction period and bring the existing lot to an elevation level with the new area (1.5 feet below the existing lot). All the site work had to be phased, including the reconfiguration of the draining and utilities to provide service to the new stores while continuing to provide service to the existing stores.

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POST HASTE PLAZA
Hollywood, FL
The Post Haste Plaza is a 50,000 square feet retail plaza in Hollywood, FL completed in 1996, with an estimated value of $5 million.