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July 2002

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Leases…why “big box” leases are NOT all that they appear

We regularly receive worksheets and/or e-mail regarding leases that a Landlord is looking to sell. While at first look it would appear that a lease from a major retailer, say, K-Mart, Office Depot, etc. would be a “slam dunk” (as several brokers are fond of saying), there are serious concerns regarding our potential acquisition of a lease that make these risky acquisitions.

First and foremost, most leases have zero security other than the lease itself and the language relevant to it’s terms and conditions. Look at a real estate note for example. If there is a default at least we can repossess the land and improvements and, assuming we stuck top our ITV perameters, should be able to firesale it and get our investment out. Can we follow that procedure with a lease? Of course not, there IS no land and improvements involved as security in most leases. If the tenant defaults on the lease, the Landlord evicts, re rents and gets his cash flow going again. If we bought that lease, without a few key avenues of recourse in place, all we can do is litigate. I like my attorneys but I’m getting a little tired of putting yet another kid (other than mine) through college. So how do I protect myself in a lease purchase? What’s required so that there are avenues available to NCC other than expensive litigation?

Aside from reviewing the lease to determine its strength, we look to the longevity of the tenant at this location. We look to see how much time is remaining on the lease, the pay history to date on all previous leases and extensions, how long the tenant has been in business…not just at this location but nationally if they are, in fact, a large company. We look at the mall itself…how long has it been open? Is it fairly new in a growing demographic or is the mall dying a slow death with tenants moving down the street to the latest and greatest “power center”? All of these are important issues that may or may not provide the comfort level we’re looking for that all scheduled payments will be made.

Most importantly however, is having the Landlord/owner personally and corporately g’tee the tenant’s performance. We look to see if the mall/office building, etc. is owned free and clear. If it is we may ask for the seller to allow a lien on the property as additional collateral/security. The seller must be willing to personally g’tee the payments and must show significant liquid assets as back up.

Interestingly, we often listen to sellers/landlords talk for hours about how safe and secure the lease payments are, how this tenant would never default, etc. However ask them to stand behind the tenant in question and watch the tap dancing begin. Look, if they are that safe and secure, the landlord should have zero reservations about standing behind them right? Rarely happens. Here’s why: You’d think K-Mart would be a dream come true tenant, right? Guess who’s closing stores across the country:

April 24, 2002 • Kmart Corp. had a loss of $135 million in March as sales fell and the company had costs in preparation for closing stores, according to a regulatory filing. The loss for the period ended March 27 includes expenses of $14 million for discounts on merchandise at the 283 stores Kmart plans to close, the company said in a filing with the Securities and Exchange Commission.

So when a seller contacts you about a safe, secure, lease with a major retailer, let him know about the recourse issue, as well as ask about the other issues discussed above. Lastly, give him a copy of the following article from The Arizona Republic, and let him know that you appreciate his position as well as his feelings about “security”, however, “Big Box” leases are fast becoming “Empty boxes” nationally. As a result, the seller’s g’tee will be required and they come with significant discounts, all things being equal.

Market suffers void due to loss of big retailers
By Glen Creno

The Arizona Republic
April 14, 2002

Not long ago, the northeastern corner of Bell Road and 59th Avenue was a retailing hot spot mobbed with shoppers who swarmed to Costco, House2Home and nearby restaurants.

Now, the vast parking lot is mostly empty. Costco moved, House2Home is out of business and some restaurants closed. A Levitz furniture store is the only remnant of a once-thriving center.

"The parking lots used to be packed," said Anita Lempinen, Levitz sales manager. "It's obviously empty on both sides now."

The same scenario is playing out at retail centers throughout the Valley. Ravaged by harsh marketplace forces, "big box" stores are going vacant at a pace that some real estate professionals say is unprecedented.

Valley cities that have encouraged go-go construction of power centers at major intersections are seeing their policies come back to bite them. Companies that looked like winners - Home Base and successor House2Home, Kmart, HomeLife Furniture, Office Depot - are closing leaving craters in the commercial landscape.

They're not the only big stores biting the dust. Mergers and bankruptcy have left the cities pockmarked with empty ABCO and Southwest Supermarkets stores and a handful of leftovers from the Kroger-Fred Meyer merger.

Companies like Costco and Wal-Mart are relocating constantly, pouncing on new, more attractive markets. The megaplex craze in movie theaters has left old-style Cineplex’s sitting empty. Walgreens and Osco are leaving strip centers in favor of new, free-standing buildings with drive-through pharmacies.

"All of this has been building to a crescendo and now you see the end result," said Dan Salley, a senior vice president at Grubb & Ellis.

Grubb & Ellis estimates empty retail space in the Valley totals 7.6 million square feet, the equivalent of nearly six malls the size of Chandler Fashion Center. About 5.3 million of that, or nearly 70 percent, is from stores of 10,000 square feet or more: Grubb & Ellis' definition of "big box." CB Richard Ellis research reports 106 empty stores of 15,000 square feet or larger.

At the end of 1997, the Valley had 4.9 million square feet of empty stores. At the time, Grubb & Ellis didn't break out how much was big-box space; it only began doing so recently when the empty boxes began piling up.

Closings are up nationally as well. About 6,000 stores closed last year, according to the International Council of Shopping Centers. The trade group said the yearly average of closings between 1995 and 2000 was 3,345.

Potential for blight
Empty stores bring the potential for urban blight. And stores built near anchors feel the pinch when the shoppers move to the next hot spot.

Critics of big stores and urban sprawl point to abandoned stores as a downside to such development. Al Norman, a consultant who runs the sprawl-busters.com Web site, said it's "cash box" zoning by greedy cities.

Norman said other cities in the nation protect themselves by creating revenue-sharing deals to thwart developers and retailers who pit one city against another. Others, he said, demand that retailers build in infill spots or pay up when stores close.

Buckingham Township in Pennsylvania now requires developers who want to build stores 40,000 square feet or larger, roughly the size of Best Buy or a small supermarket, to contribute to an abandonment fund. If a store sits empty for a year, the fund can be tapped either to raze the building or fix it up.

Such deals have been rare in Arizona. Tempe and Chandler negotiated a revenue-sharing agreement during their fight for Arizona Mills.

But Valley cities have been more aggressive with ordinances covering construction of new big boxes. Chandler, Glendale and Scottsdale passed big-box ordinances, Mesa is considering one and Phoenix is developing one.

The spate of new ordinances may help fill some dark Valley stores. With cities cracking down on construction of new big boxes, infill stores may be attractive.

"There's only so many big boxes," said Dan Gardiner, president of Phoenix Commercial Advisors. "And in a lot of areas, particularly central Phoenix, it's difficult for a big box to find a location."

Jim Colson, Glendale's economic development director, said the fast-changing marketplace pressures cities to keep pace with retailers' demands. He said 59th and Bell was the victim of booming retail markets near Arrowhead Towne Center and the Loop 101-Interstate 17 area but he insisted the area remains viable for development.

Colson said there's no "fail-safe method" to guarantee stores won't go empty. He suggested insisting on store designs that are easily changed to new uses.

Mending weakest links
The Valley has been able to absorb empty stores in the past. Sears, Target and Burlington Coat Factory snared some locations when Wards closed, and new chains such as 99 Cents Only scooped up some castoffs. Bashas' bought more than 20 of the empty Southwest

Supermarkets stores and will convert them to Food City outlets. The chain also plans to convert empty ABCOs in Sun City West and north Scottsdale to Bashas' supermarkets.

But the struggling economy has thrown up twin barriers to that happening often: More retailers are going out of business and many of those still operating are clamping down on expansion.

"Right now, there are a lot of big boxes that are all of a sudden available," Gardiner said.

Retailers looking to expand to the Valley may be candidates to absorb some of the space. Garden Ridge, a Houston home-decor chain which has stores the size of Kmart or House2Home, could grab some. The chain plans to expand into the Valley.

Kohl's, the discount department store that may open eight to 10 stores in the Valley next year, is eyeing new real estate, as is drugstore chain CVS. Furniture giant Ikea is looking but it will need to build new because none of the empty slots comes close to its 300,000-square-foot prototype.

Few retailers need the sort of space that the biggest empty stores leave. That means those stores likely will be chopped into smaller pieces. But Judi Butterworth, first vice president of retail properties at CB Richard Ellis, said that it can be an agonizingly slow process finding tenants, writing leases, getting city approvals and creating separate new storefronts for each tenant.

"Even at its best, you're two years away from collecting rent," she said.

Brokers say retrofitting an old store can be nearly as expensive as opening a new one. Converting movie theaters, with their sloped floors and high ceilings, can run $20 a square foot, Gardiner said. That pencils out to $500,000 just to convert a 25,000-square-foot theater into a basic building that still needs the fixtures and improvements of a new store.

Not all is bleak, however. Butterworth said the glut of space gives retailers who've had their eye on Phoenix a chance to jump into the market at bargain rates. She said landlords eager to deal are offering good deals and perks like tenant improvements. "It's the same old thing, if it's a great location, there will be takers," she said. "The smart guys are out there looking now."

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Split Funding…Buy the note at no discount? Here’s how

By Jon Richards © 2002 NoteWorthy Newsletter

In the exercise below, you will see how to give a note seller cash now and cash in the future with no perceived discount.

When you have a note that is fully amortizing, it is easy to make an offer on the note that is split funded. In other words, you can offer so much for the first half of the payment stream, and the same amount for the second half of the payment stream when the second half begins. (You can also divide a note into thirds or even fourths. For example:

Calculation #1:
Clear your calculator. Calculate the Pmt.

N
I/Y
PV
Pmt
FV
120
12%
–84,000
_______
0

(This is a fully amortizing note).

Calculation #2:
You want a yield of 23% so you offer the following amount for 60 of the 120 Payments…Calculate the PV

N
I/Y
PV
Pmt
FV
60
23%
_______
$1,205.16
0


The PV is the amount you will pay for ½ of the 120 Payments.

You tell the seller that you will give her $85,500 with $42,750 now and $42,750 in 60 months.

The balance on the note is $84,000..there is no apparent discount!

What You Have Learned: The power of giving someone cash now and cash later allows you to apparently buy a note with no discount.

Answers:
Calculation #1: Pmt = $1,205.16

Calculation #2: PV = –$42,750,47

Editor’s note: Thank you to Jon Richards for this terrific example of how to minimize the discount.

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Keep It Under Wraps
by Lynda E. Vaillancourt

Writing an article on wraparound loans makes me ecstatic. Knowing how many of us spend sleepless nights coming up with new marketing strategies at 2:00 A.M., I figured it was a good idea to have an article that would put any normal, thinking person to sleep quickly and effectively. I knew wraps would do the trick!

If you have made it this far, congratulations! You are one of the few, the brave and the curious - and someone who is determined to learn as much about the note buying industry as possible in order to get ahead of your competition.

So, let's get started. Just what is a wraparound note, or "wrap" as it is commonly referred to? (Also referred to as an all-inclusive trust deed - AITD or all-inclusive mortgage - AIM.) Webster's states a wrap "covers..surrounds..and envelops". If only it was that simple! Although this is the basic concept of a wrap loan there is a great deal of confusion when using the term. Many realtors and even some seasoned note brokers throw these terms around like they know what it means and frankly, many of them don't but it sounds so darn impressive in their presentations.

I often receive quote requests with a notation "this is a wrap". Usually it is a 2nd lien mortgage with the first to be paid off at closing. In that case, the note should be treated as a first position since the underlying will no longer exist after the purchase is completed.

Sometimes I am told the note is a wrap when it is a second and the first will not be paid off. Is this a wrap? Sometimes but usually not. In a true wraparound note, the payments always flow through the seller to the underlying lienholder.

Let's look at an example. Peter Paymee wants to sell his house to Burton Byhut for $100,000. Peter has a $50,000 loan against the house with 2nd National Bank, 7% interest, $580.54/month, a current balance of $29,318 and 60 months remaining on the note.

Burton is going to put $20,000 down and wants Peter to carry back the remainder. Peter agrees to an $80,000 note at 9%, monthly payments of $1,013.41, 120 month amortization.

Burton does not assume Peter's loan with 2nd National Bank and he gets full credit for his $1,013.41 per month even though $580.54 of that amount is going to pay on Peter's obligation with Second National Bank.

Peter wants to sell his note being paid by Burton. Great, you think. I've got an $80,000 note on a $100,000 property - 20% equity, good credit (aren't they all?). Then you think, Oh, there's this "wrap" thing.

So, how are you going to bid this? As a $80,000 2nd? Since there's already a balance owing to 2nd National Bank of $29,318, adding the first and second together gives you a BDV (buyer's debt to value) of over 100%. After you tire of flipping through investor guidelines looking for someone to purchase notes with negative equity, you decide there must be a better way.

Think about how the payments flow through on this note. Burton pays Peter then Peter has to take $580.54 out of the $1,013.41 installment to pay the 2nd National Bank.

What, then, does Peter actually have to sell? $1,013.41 less $580.54 per month ($432.87) for the next 60 months (the number of months remaining on Peter's loan to 2nd National Bank), then the full $1,013.41 for the remaining 60 months left on Burton's note.

To figure the value of these payments you would figure $432.87 x 60 (months remaining on Peter's note) plus $1,013.41 for 60 months. Using an interest rate of 9% (Burton's interest rate) you can solve for the present value, which is $52,033. You then apply the yield your investor requires for a 2nd position lien - let's use 12.00 - and come up with a pay price of $44,537. And yes, you have to use pricing for a 2nd position even though Burton's note with Peter will slip into first place when the 2nd National Bank loan is paid. Investors are truly heartless!

What if instead of selling the note as a wrap, Peter sells Burton's note as a first, paying off the 2nd National Bank at closing. The investor's yield is now 10.00 because this will be a first position note. The purchase price becomes $76,685, less the payoff to 2nd National Bank of $29,318, netting the seller $47,366. So Peter gains $2,829.00 by eliminating the wrap.

Often, the seller will do better retiring the underlying debt and doing away with the wrap, even when there's a prepayment penalty on the first.

Thoroughly confused? Good, if you learn this stuff too fast it makes the rest of us look bad.

Points to remember:

* A true wrap has payments that flow through to an underlying lien paid by the seller

* The payor on the wrap gets full credit for his entire payment to the seller even though some of it is passed through to the underlying note

* Wraps are in 2nd position but figure ITV and BDV using only the wrap loan amount in your calculations

* A seller can sell only the difference between what he receives from the payor and what he has to pay out to the underlying lienholder. Yields are calculated on the basis of the wrap being in 2nd position.

Once you get this concept down, you too will be able to throw around the term "wraparound loan". The difference between you and your competitors, however, is that you will actually know what it means. Good luck.

Lynda E. Vaillancourt is President of Western Capital Investments, Inc., Durango, CO. She enjoys working with new brokers and invites them to call. (Don't call at 2:00 A.M. though, just read the article until you nod off and call her later in the morning.)

(970) 259-7922
FAX (970) 259-793821
lv@westerncapitalinvest.com

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Congratulations David Gluckman!

One of the nice aspects to this industry is having the opportunity to assist new brokers not only getting their feet wet but to be directly responsible for their first closing.

David Gluckman, an energetic new broker from south Florida recently closed his first note through NCC. It was a business note and not only was David there every step of the way but he generated a handsome fee for his efforts.

But wait, it gets better. With his fees firmly in hand David made the purchase of a lifetime…an engagement ring.

But wait, IT GETS BETTER…on March 30th David not only “popped the question”, but did so at Thunder Mountain at Disney World Florida!

Way to go David! Congratulations to you and your finance.

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NCC Aggressively Seeking Auto and Mobile Home Pools and Portfolios

National Capital Corporation President, Ed Lisogar announced last month that the company has now added pools/portfolios of both auto paper and mobile home paper without land as collateral (in addition to mobile home notes with land). You may recall that for years NCC was the only national secondary market funding source that was buying individual mobile home notes without land. Although they discontinued that program in 1999, they are entertaining pools of MH paper.

“Unfortunately individual MH notes were the highest defaulting notes we had in our portfolio” says Lisogar. “However, pool acquisitions tend to mitigate losses due to sheer volume. We’re looking for pools starting at at least $300,000 and up”. Lisogar advises that the abundance of supply has caused a great drop in the typical strike price for these notes. ”Unfortunately a major finance company dumped just shy of a billion dollars of MH paper on the market a few months back. As a result there is a tremendous over supply of it out there, and most pools are trading in the 60%-65% range, all things being equal”. Lisogar advises that while he HAS seen quality pools trade as high as 75% (of outstanding balance), that is unusual.

NCC is also aggressively pursuing pools of auto paper nationwide. While the company does not entertain individual auto notes it is buying large pools and portfolios with the following characteristics:

Minimum size: $500,000
Maximum size:
NONE
Age requirements:
Prefer 1995 and newer
Performance:
Loans should be performing
Credit levels:
Will consider all but price will reflect
Geographic limitations:
NONE


Lisogar advises that on any pool, brokers must provide a seller’s asking price when submitting for review. ”No sense going to the trouble of obtaining an EXCEL spreadsheet if the seller is looking for PAR or minimal discounts”. Brokers are also advised to secure their fee agreements with the seller. “The state of the secondary market for portfolios is creating an abundance of pools being shopped to death. In numerous cases there have two, three even four to five brokers between us and the actual seller.

Also unfortunate are brokers that masquerade as principals which only exasperates all parties, creates ridiculous daisy chains and pretty much ensures the deal will never get done. In the end it wastes everyone’s time. A broker that is in control is in direct contact with the seller and has no problem securing their fees with the actual seller. After all, the seller is asking you to go to work for him and find him a buyer. He certainly should understand he needs to compensate you for your time and expertise.

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The Eight Common Marketing Mistakes

1. Assuming You Don't Have to Market… Take Coca-Cola for an example. One of the most recognized brand names in the world, they still invest a large portion of their budget keeping their name "out there".

2. Assuming You Need Big Money to Market… Jay Levinson's book Guerrilla Marketing Attack lists 100 weapons, of which 50 don't cost you a dime

3. Improper Targeting…Narrow your campaign to a specific group that want, need or must use your service. Market to remind rather than to impress. Repetition is key.

4. Confusing Image With Identity…Image implies something that is contrived or counterfeit. Your identity is who you really are. Customers and prospects recognize the difference.

5. Undervaluing Your Product…Be competitive, be aggressive, but don't give it away. Customers will not place value on your work unless you do.

6. Incomplete Customer Feedback…Ask everyone "How are we doing?" Take every suggestion seriously. If you really listen and do what they tell you to, you cannot fail.

7. No Specific Marketing Goals…Every dollar spent on sales/marketing is an investment, so expect a specific rate of return. Goals should be quantifiable and achievable.

8. Switching Too Soon…Just about the time you are sick of your campaign, your customers and prospects are just beginning to recognize who you are. Instead of updating your message, repeat it. Again and again.

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Yahoo is selling your name…

Editor’s note: We haven’t checked this out however we received it from a friend so hey, what the heck, for those of you that HAVE Yahoo accounts you may want look into this

Just in case you or someone you know have a yahoo email address...

When Yahoo was down for 3 days a few weeks ago a major change was made that they didn't tell ANYONE about. They have added "Marketing preferences" to your list of user preferences. It asks which offers and emails you wish to receive, but the default is YES, so your preferences are set so that Yahoo may sell your name and email address to whomever they wish. The only way to stop this is to edit your preferences, but so few people even KNOW about this that no one is doing it, so Yahoo is making a tidy sum selling your information *with your legal permission*.

It doesn't stop there, they are also selling your real home address and phone in the same manner. If you scroll to the bottom of the page it asks if you want to receive offers at your home address and phone. Again, the default setting is YES. I recommend that anyone who has a Yahoo account, immediately go to your preferences in Yahoo and change the Marketing Preferences setting (it's in the same section as your email addresses).

- Go to http://edit.my.yahoo.com
- Log in
- Click on "Account Info" in the upper right corner
- You will need to confirm log-in.
- Look at your profile:
- Immediately under your e-mail addresses you will see "Edit My Marketing Preferences."
- The defaults are "Yes" for every newsletter - change them all to "NO".

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What if they had computers in 1776?

Mr. Jefferson: Gentlemen, the summer grows hot, and it is essential that we complete this Declaration of Independence.

Mr. Franklin: Wait a minute, Thomas. I have to reboot here.

Mr. Jefferson: That's all right, Ben. We'll go on without you. Has everyone had a chance to look at the draft I posted yesterday?

Mr. Sherman: Not yet, Thomas, I've been having Notes replication problems.

Mr. Adams: Here, Roger, I brought a hard copy.

Mr. Sherman: Thanks... saaaaay, nice font.

Mr. Adams: Do you like it? I downloaded it off Colonies Online just last week.

Mr. Jefferson: Gentlemen! There is work to be done. I fear our document will soon leak out.

Mr. Livingston: Too late, Thomas. There's already a bootleg circulating. I saw it posted on alt.georgeIII.sucks last night.

Mr. Franklin: @#$$%^$# General Protection Fault!

Mr. Adams: Ben, you might try upgrading to Windows 75. It solved that problem for me.

Mr. Sherman: Thomas, the part here about the Acts of Pretended Legislation; have you considered using bullets to air out the text?

Mr. Jefferson: I can fix that easily enough. Drat! I've spilled candle wax on my keyboard again.

Mr. Adams: You know, Thomas, that wouldn't happen if you'd buy an active-matrix screen.
Mr. Franklin: Hard-disk failure?!? SHIT!!

Mr. Livingston: Are you sure it's "unalienable rights"? My spell checker recommends "unassailable".

Mr. Jefferson: Can we stick to the substance of the document, please? Shoot. Low battery. Anyone got a spare power cable?

Mr. Sherman: What have you got, a Toshiba? No, mine isn't compatible.

Mr. Franklin: Hello, PCs Philadelphia? What does it mean when the floppy drive buzzes? OK, I'll hold.....

Mr. Livingston: The "In Congress" part here at the top; have you thought about blowing that up really big and maybe centering it in 72 point Helvetica?

Mr. Jefferson: Not a bad idea. DAMN! Word macro virus! I can't save the file.

Mr. Franklin: That's all right, Thomas. We can manage. Here, borrow my quill pen....

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Broker Question of the Month

Every issue the staff at NCC select a question from the NCC Forum to share with our newsletter subscribers. Got a question, comment, story or experience to share? Post it at the NCC Forum.

This issue's posting is by Stephen Powell who asked:

NCC Forum: Business Notes / Corporate Buyouts / Merger Acquisition Paper : Closing costs for commercial real estate notes, and who pays?


By Stephen Powell on 6/6/02 8:09:14 PM :

"In your manual "The Business of Business Notes", you recommend that if real estate is involved in the sale of a business, that two separate notes be created. One for the real estate, and one for the business.

"The manual states that the closing costs for a business note is $200 for a UCC search and administration fee, this is to be paid for by the note seller.

"My question is what would be the closing cost for the commercial real estate note and who pays?

"P.S. The above mentioned manual was well worth reading. Thanks.


A: Hi Stephen,

First, the $200 UCC search and administration fee was eliminated a year ago so THAT doesn’t apply anymore.

In any deal where the note has not yet been created, the actual closing costs for the original transaction (sale of the business or real estate) is the responsibility of the buyer and seller, as if we were not involved at all. THEN once THAT sale is concluded and we’re looking at buying all or part of the note, we typically pay all closing costs in a business note acquisition. In a commercial real estate note purchase, which you now know (after reading our manual) is NOT a business note, we typically pick up the cost of the appraisal while the seller provides evidence clear title and perfected first lien position (title report/insurance).

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...And finally

The Wooden Bowl

A frail old man went to live with his son, daughter-in-law, and four-year old grandson. The old man's hands trembled, his eyesight was blurred, and his step faltered. The family ate together at the table. But the elderly grandfather's shaky hands and failing sight made eating difficult. Peas rolled off his spoon onto the floor. When he grasped the glass, milk spilled on the tablecloth. The son and daughter-in-law became irritated with the mess. "We must do something about Grandfather," said the son. "I've had enough of his spilled milk, noisy eating, and food on the floor."

So the husband and wife set a small table in the corner. There, Grandfather ate alone while the rest of the family enjoyed dinner. Since Grandfather had broken a dish or two, his food was served in a wooden bowl. When the family glanced in Grandfather's direction, sometime he had a tear in his eye as he sat alone. Still, the only words the couple had for him were sharp admonitions when he dropped a fork or spilled food…

The four-year-old watched it all in silence. One evening before supper, the father noticed his son playing with wood scraps on the floor. He asked the child sweetly, "What are you making?" Just as sweetly, the boy responded, "Oh, I am making a little bowl for you and Mama to eat your food when I grow up." The four-year-old smiled and went back to work.

The words so struck the parents that they were speechless. Then tears started to stream down their cheeks. Though no word was spoken, both knew what must be done. That evening the husband took Grandfather's hand and gently led him back to the family table. For the remainder of his days he ate every meal with the family. And for some reason, neither husband nor wife seemed to care any longer when a fork was dropped, milk spilled, or the tablecloth soiled…

Bad as it seems today, life does go on, and it will be better tomorrow…

1. I've learned that you can tell a lot about a person by he way he/she handles three things: a rainy day, lost luggage, and tangled Christmas tree lights.

2. I've learned that, regardless of your relationship with your parents, you'll miss them when they're gone from your life.

3. I've learned that making a "living" is not the same thing as making a "life."

4. I've learned that life sometimes gives you a second chance.

5. I've learned that you shouldn't go through life with a catcher's mitt on both hands. You need to be able to throw something back.

6. I've learned that if you pursue happiness, it will elude you. But, if you focus on your family, your friends, the needs of others, your work and doing the very best you can, happiness will find you.

7. I've learned that whenever I decide something with an open heart, I usually make the right decision.

8. I've learned that even when I have pains, I don't have to be one.

9. I've learned that every day, you should reach out and touch someone…People love that human touch -- holding hands, a warm hug, or just a friendly pat on the back.

10. I've learned that I still have things to learn.

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