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RIO RANCHO GAS         EXECUTIVE SUMMARY


SUMMARY     PROPERTY     TENANT

The purpose of this Confidential Investment Offering Overview is to provide a summary of a possible future private investment opportunity that may be made available to a certain limited number of accredited investors. This is not an offer to sell real estate and/or any type of security, partnership interest, public or otherwise.

The contemplated offering, if made available formally, would provide investors with the opportunity to acquire a partial interest in a 3,600 square foot gasoline/retail facility, located in Rio Rancho (Suburban Albuquerque), New Mexico. The building and property are 100% net leased to Western Refining, Inc., an independent crude oil refiner and marketer of refined products, throughout Texas, Arizona, New Mexico, Utah, Colorado, and the Mid-Atlantic region. The facility will be operating under the Giant Gas Station & Car Wash banner. Rio Rancho Gas, LLC, an SMB Equity, LLC sponsored entity, will acquire the property from a local developer. Western Refining, Inc. has signed a new 20 year, non-cancellable absolute net lease.

A summary of the key investment highlights follows:
• 20 year triple net lease.
• December, 2010 revenues of nearly $8 billion with tangible net worth of approximately $634 million.
• Distributions will be substantially tax deferred.


The majority of the cash flow generated in the first fifteen years of this project will be tax-sheltered. Convenience stores are afforded accelerated depreciation schedules, from the normal thirty-nine years to fifteen years, if fifty-percent or more of the gross revenues are derived from gasoline sales. Thereafter, the project will generate passive income that may be offset by passive losses that an investor has previously carried forward or are currently generated by real estate activity; thereby, deferring the tax burden that this investment may generate.

Western Refining, Inc., through its subsidiaries, operates as an independent crude oil refiner and marketer of refined products in the Southwest and Mid-Atlantic region of the United States. The company operates in three groups: Refining Group, Retail Group, and Wholesale Group. The Refining Group operates three refineries, related refined products distribution terminals, a crude oil gathering pipeline system, an asphalt plant, and four asphalt terminals. The Retail Group operates gasoline service stations, which include convenience stores that sell general merchandise, beverage and food products. Western Refining, Inc. owns and operates approximately 160 service stations with convenience stores in Arizona, New Mexico, and Colorado, which include 115 stores under the Giant Gas Station name, which is similar to what we are purchasing in New Mexico. The Wholesale Group distributes commercial wholesale petroleum products to customers in the mining, construction, utility, manufacturing, transportation, aviation, and agricultural industries, as well as to retail fuel distributors.

Western Refining, Inc. is headquartered in El Paso, Texas and employs nearly 3,000 people throughout their various divisions. Western Refining, Inc. was rated 298 on the list of the 500 largest corporations published by “Fortune Magazine” in 2011.

Western Refining, Inc. is a publicly traded company on the New York Stock Exchange, under the ticker symbol WNR. The company generated revenues of approximately $8 billion for the year ending December 31, 2010, with an EBITDA of $63 million. The business generated $135 million in cash flow from operations in 2010. As of March 31, 2011, the company had quarterly revenues of $1.84 billion with a net profit of $12.2 million; however, they reported an adjusted EBITDA of $95 million. The company reported a tangible net worth of approximately $634 million as of March 31, 2011. More information regarding Western Refining, Inc. can be found by visiting www.westernrefining.com.


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