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EXHIBIT 99.2
[SOUTHMARK CORPORATION LETTERHEAD]
May 23, 2000
Charles B. Brewer
2711 LBJ Freeway, Suite 950
Dallas, Texas 75234
A&B Capital Corporation
10670 N. Central Expressway
Suite 600
Dallas, Texas 75231
ATTN: PRESIDENT
RE: Approval of Proposed Transfer of Shares of Redeemable Series A
Preferred Stock, par value $0.01 per share and Common Stock, par value
$0.01 per share of Southmark Corporation from Charles B. Brewer to A&B
Capital Corporation
Gentlemen:
The undersigned as the sole member of the Board of Directors of Southmark
Corporation ("Southmark") acting on behalf of the Board of Directors and as an
officer of Southmark designated by the Board of Directors to review and
determine whether to authorize requests (the "Transfer Review Officer") has
reviewed the proposed transfer from Charles B. Brewer, to A&B Capital
Corporation, a Nevada corporation, as set forth in that certain Stock Purchase
Agreement dated May 23, 2000 (the "Purchase Agreement") pursuant to which A&B
Capital Corporation will acquire from Charles B. Brewer all shares of Series A
Redeemable Preferred Stock, par value $0.01 per share (the "Preferred Stock")
and Common Stock, par value $0.01 per share (the "Common Stock") of Southmark
presently held by Charles B. Brewer, same to consist of at least 178,270.25
shares of Preferred Stock and 2,358 shares of Common Stock (the "Proposed
Transfer"). On behalf of the Board of Directors and as the Transfer Review
Officer, the undersigned hereby authorizes and approves the Proposed Transfer
pursuant to Section 10.03 of Article Tenth of the Articles of Incorporation
unconditionally. As set forth in Section 10.01(b), the approval by the
undersigned is a conclusive determination not subject to reversal or condition.
On behalf of the Board of Directors,
By: Charles B. Brewer
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Charles B. Brewer, President,
Chief Executive Officer and
Transfer Review Officer
