CONFLICT OF INTEREST OPII'JION

Pagc 5

JDMREI, the LLCs and John D. Mllle/s Role in Each

John D. Millar fo.rnded JDMREI in 1989.1n 1998, he incorporated JDMREI as John D. Miller Reat Estate Services, lnc., (also refened to hereinafter as JDMRET). and named himsetf sole shareholder and Fresident. Since its inception, JDMREI has been a small company, operating with fewer than ten people, and has been run by John D. Miller. lt has offered a wiCe array of real estate seMces including real estate developrnenl cornmercial leasing, property managemsnt comrnercial and residential real estats sales and brokerage, business brokerage, real estate, regulatory and zoning consulting, and mote recenily, hotel and resort management. JDMREI has promoted itself as a'full service real eslate company."

ln 1993, Mr. Miller began forming and managing numerous separate LLCs. The following year he founded and rnanaged Contrado/s Road lnvestment Company (Conracror's Road)..a LLC formed for investment in comrnercial and industrial proper$ in fuizona. ln 1995, John Millerfounded and managed the Nepenthe Developrnent Ccmpany (Nepenthe), an Arizona LLC formed forthe development of $e. Nepenthe Patio Home suMivision in Sedona. The same year Mr. Miller also founded and managed two other Arizona LLCs: Stormaster Development Company (Stormaster), furmed for the dweloprnent of a 400 unit mini-stor:age facility in Sedona, and Cardinal Deveopment Company (Cardinal), formed forthe development of what is now the City Hall Comptex. ln 1997, Mr. Miller founded the Coffee Pot Development Company, LLC, formed for the sale of property at the norfieast corner of Arizona Route 89A and Coffee Pot Drive in Sedona, and the Soldier Pass Development Company, LLC (Soldier Pass;, formed trc cievehp the Old Market Place in Sedona.
Mr. Millerwas a substanUal part a*ner and either managed or co-managed each of hese LLCs. As pan of his compensation for managinE these LLCs. Mr. Miiler personally has represented the entrties as brokerwhen they buy or sell property, and receives a commission for his brokerage ser.rices. Additionally, JDMREI manages allof the properties o#nd by the LLCs, and receives fees forthese services. JDMREI has the City Hall Pla?a also done comnrercial leasing on at leasi two of the propertjes those services. JDMREI for commissions Road wonld receive and Contractols - and Plaza, Nepenthe Halt has cnss marketed its development wo* - including the City and Old MarkeQlace developments - with its brokerage, leasing and propert-v manag,ement services, tio promote JDMREI as a full service real estate company.

The LLCs operated out of the sarne otfice as did JDMREI. The SCDD's files show that John D. Mitter authored or cc-authored the correspondence between SCDD and the LLCs (often using JDMREI stationery), and took responsibility for rneeting with SCDD staff and negotiating the development proposals of the LLCs wifh SCDD-