Lake Martin Alabama Real Estate

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					   Executive Summary
Still Waters Golf and Country Club
 Lake Martin/ Dadeville, Alabama




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                                                     Executive Summary
                                                  Still Waters Golf and Country Club
                                                   Lake Martin/ Dadeville, Alabama

Lake Martin Real Estate Project Overview

        Still Waters is a 2,200 acre gated community that offers two 18 hole championship golf courses located on the shores of Lake
Martin in Dadeville, Alabama. The subject property is located an hour-and-a-half from Atlanta, Georgia and Birmingham, Alabama.
The lake runs from Alexander City to Tallassee, representing 40,000 acres of water and 750 miles of shoreline for fishermen,
swimmers, and boaters, outlined in natural scenery. The subject property offers a variety of amenities which include: dining
facilities, private beach, golf, club house, pro-shop, tennis, cabana, marina, fishing, boating, skiing, and sailing. Included in
the major attractions to this community are the 18 hole Legends golf course designed b y Mr. George Cobb and the 18 hole
Traditions course designed by Mr. Kurt Sandness. Historically, the course has hosted the Alabama Chapter Championship of the
Dixie Section of the PGA and the Alabama Open. Further, Golf Digest has even named the Traditions course as one of the best
public courses in the Southeast. Both of the courses are well designed for a challenging round of golf, strategically positioned in
the foothills of the Appalachian Mountains.




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                                                        Executive Summary
                                                     Still Waters Golf and Country Club
                                                      Lake Martin/ Dadeville, Alabama




There are five distinct real estate components to the Still Waters Lake Martin acquisition, which includes:

   1. Two 18 hole golf courses. “The Legends” course was closed in 2003 after the current owner purchased the property. “The
      Legacy” course, which is newer, is currently open.

   2. Clubhouse, Restaurant, and Pro Shop.

   3. Marina, including boat sales showroom, service facilities, ship’s store, and both wet and dry boat storage facilities.

   4. Approximately 450 acres of land for residential development, including golf course, interior, garden, and empty nester
      lots.

   5. Approximately 150 acres of land available for commercial and/or residential development, including a designated hotel
      site, golf colony rental property areas, and approximately 2000 feet of lake shoreline.


       The 950 acres represents the properties above, with a total acquisition cost of $27,000,000, which equates to $28,421
per acre in raw land calculation. However, 450 acres is allocated for the development of approximately 950 lots for new home
construction.

       Additional plans, (based on the extra acreage) under the proposed development will include the following real estate projects:

      Hotel and Conference Center Facilities: 17 acres has been designated for development of a hotel/spa and conference
       center site, to include all amenities for public and resident use. Providing for this facility is a major objective to ensure the long
       term success of the golf and country club operations.

      Commercial property: comprised of 151 acres, including 12 acres of lakefront property, proposed for commercial
       development. Planed developments for this property include:
          - Additional dry storage capacity for boats. A 65,000 square foot facility is planned which will accommodate 395 dry
            storage slips for boats up to 40 feet in length.

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                                             Executive Summary
                                          Still Waters Golf and Country Club
                                           Lake Martin/ Dadeville, Alabama

- Climate controlled storage capacity. A 15,000 square foot facility is planned which will include 96 units ranging in size
  from 10’x10’ to 12’x20’.
- R/V park and recreation area. A 250 space R/V park will be constructed around a proposed man -made 25 acre lake.
  Additional amenities for this 50 acre area will include picnic areas, pavilions, and playground areas. The R/V spaces will
  be sold to private owners, who will pay an ongoing CAM fee to cover upkeep expenses.
- Assisted Living Center. A 24,000 square foot Assisted Living facility is planned, which will accommodate 50 residents.
- Condominiums. A 70 unit condominium development (3 buildings) will be constructed, with projected sales prices of
  $350,000 - $375,000.
- Apartments. A 6 building, 150 unit apartment complex, averaging 1,000 square feet per apartment, will serve the
  growing needs of the area.
- A professional office complex in two 10,000 square foot buildings will provide 8 office areas of 2 ,500 square feet each.
  This complex will be designed to accommodate doctors, dentists, chiropractors, and similar health care providers.
- Restaurant. A major restaurant facility will be built to accommodate the anticipated growth in the area over the next
  several years.
- Additional amenities will be constructed or provided to provide members and guests with a total quality experience.
  These amenities will include swimming pools, tennis and racquetball courts, playground and picnic facilities, fitness
  center and spa, boat and jet ski rentals, meeting facilities, community center, and reception facilities.




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                                                     Executive Summary
                                                  Still Waters Golf and Country Club
                                                   Lake Martin/ Dadeville, Alabama

Still Waters Community Development

       Early home construction included homes designed by William H. Phillips, one of Southern Living’s favorites. The real estate
options proposed under a revised development program may include the following lot types:

Proposed Lot and Home Price Considerations:

Lot Types:                 Lot Sales Price:    Avg. Home Price:

A- Lot (Golf Course)       $75,000             $450,000

B- Lot (Interior)          $65, 000            $350,000

C- Lot (Garden)            $62,000             $300,000

D- Lot (Cabin)             $50,000             $275,000




        All buyers will be required to purchase a Country Club membership at a price of $20,000. This membership fee is included in
the lot sales prices above. Additionally, on a limited basis, buyers will have an option to purchase an Equity Membership in the
Country Club at $50,000 for non-corporate and $75,000 for corporate members respectively; (equity memberships will be limited to a
total of 400 non-corporate and 90 corporate buyers).


        The total acreage in the proposed real estate acquisition equates to 949 acres. Approximately 450 acres are available for lot
development/sales and home construction. Based on proposed development plans, the development will yield 948 building sites
ranging from sixty five feet wide (65’) to one hundred and twenty feet wide (120’). The proposed type of lots and number of available
lots are illustrated as follows:

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                                                   Executive Summary
                                              Still Waters Golf and Country Club
                                               Lake Martin/ Dadeville, Alabama




Still Waters Community Development (Continued)

                                     (1)                 (2)
                                Number of             Number of
     Type of Lots:          Partially Developed:     Undeveloped: Totals:

     A- Golf Course                  26                   200          226

     B- Interior Lots                32                   420          452

     C- Garden Lots                  -0-                  170          170

     D- Cabin Lots                   -0-                  100          100

      Totals:                        58                   890          948
     Notes:
     (1). Lots are ready for home construction
     (2). Lots are not ready for home construction


Summary of Still Waters Proposed Land Sales:

        Infrastructure and lot development costs are estimated at $14,000,000.
        Assuming “A” lot sales average price of $75,000, “B” $65,000, “C” $62,000 and “D” $50,000, respectively, with an
         8% annual increase, and assuming a 10 year build out:
        Lot sales are calculated to yield $84,000,000 (rounded), including country club membership fees.
        Current developer receives 1% marketing fee on all home sales, as part of the agreement. Assuming an average
         home price of $360,000 and a 4% annual increase, developer fees are calculated at $3,750,000 revenue.

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                                                  Executive Summary
                                               Still Waters Golf and Country Club
                                                Lake Martin/ Dadeville, Alabama

Condominium Project Example


                                                Example of a condominium project. The
                                                12 acres of lake front property will
                                                accommodate 70 new condominiums.




                                                Pictures from www.harborpoint.net
                                                Example of condominium construction at
                                                Harbor Pointe


The proposed 12 acre site will accommodate a planned 70-unit condominium project, similar to the one above. These units
will be 1500 - 2000 square feet and will be priced at approximately $375,000. Pre-sell prices will be approximately $350,000.




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                                                    Executive Summary
                                                 Still Waters Golf and Country Club
                                                  Lake Martin/ Dadeville, Alabama

Harbor Pointe Marina

The Harbor Pointe Marina is located and operated on 5 acres. The marina is comprised of the following:
   1.   The 10,000 square foot showroom for boat display and sales
   2.   Five (5) story dry storage containing 310 racks
   3.   142 Wet-dock boat storage slips
   4.   Six bay service and maintenance area for boat repairs etc.
   5.   Lake front ship-to-shore full service general store
   6.   Lake front yacht club (for members only)




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                                                    Executive Summary
                                                 Still Waters Golf and Country Club
                                                  Lake Martin/ Dadeville, Alabama




The pictures above reflect: (Pictures by www.harborpoint.net/marina)
  A. Harbor Pointe Marina: the ship-to-shore general store, the yacht building, Harbor Pointe Marina dry storage, and the marina
      grounds.
  B. Harbor Pointe Condominiums: a three-story condominium project, interior and exterior pictures of the Harbor Pointe
      Condominiums. Example of the condominium project for the 12-acres site ready for development.




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                                                    Executive Summary
                                                 Still Waters Golf and Country Club
                                                  Lake Martin/ Dadeville, Alabama


Harbor Pointe Marina Wet Slips

Harbor Pointe Marina has a total of 142 wet slips available for boats and personal watercraft. The marina has slips that range in
size to include: 10x20, 10x24, 12x28, and 14x32 wet slips. Each of the wet slips is equipped with water and power for consumer
convenience. The marina offers twenty five (25) transient slips; however, the majority of the wet slips are rented on an annual
basis. Wet slips also include 24-hour access to the bathhouses with showers and laundry facilities as well as a lighted parking
lot. All slips include a beautifully lighted pedestal, reflecting a low level nightly glow. The ship -to-shore general store provides a
full line of general merchandise for boating, dress apparel, grocery items and ancillary items for water recreational activities.
     .
The picture below features the following: boat launch area, yacht building, and a variety of speed and sailboat wet slip
locations: (Pictures by www.harborpoint.net/marina)




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                                                Executive Summary
                                             Still Waters Golf and Country Club
                                              Lake Martin/ Dadeville, Alabama


Harbor Pointe Marina Dry Storage

      Harbor Pointe Marina operates a five-story dry storage facility. The building can store 310 boats. As boating increases,
the demand for dry storage increases at the marina, and the dema nd for dockominiums are on the rise.




Harbor Pointe Marina Boat Show Room:

       Harbor Pointe Marina showroom is a state-of-the-art showroom, repairs, and maintenance shop. The building utilizes six
(6) bays for working on virtually any size boat currently on Lake Martin. The 10,000 square foot showroom displays the Four
Winns and Chris-Craft boats. Additionally, the marina markets and sells Crest Pontoons.

      The picture below represents boats in the Harbor Pointe Marina Showroom:
      (Pictures by www.harborpoint.net/marina)




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                                                  Executive Summary
                                               Still Waters Golf and Country Club
                                                Lake Martin/ Dadeville, Alabama




Harbor Pointe Marina General Ship–to-Shore-Store

        Harbor Pointe Marina, by far, has the best ship-to-shore-store on Lake Martin. The store has brand items like O'Brien skis
and Costa Del Mar and Maui Jim Sunglasses. The full service store is equipped with hot pizza, hotdogs, sandwiches, gas, ice,
oil, beer and wine, all drinks, groceries, snacks, household products, drugs and sundries, ice cream, apparel, towels, sungla sses,
boating supplies, cleaners, and boat repair supplies.




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                                               Executive Summary
                                            Still Waters Golf and Country Club
                                             Lake Martin/ Dadeville, Alabama



Lake Martin Investor (s) and Lender (s) Fact Sheet

Acquisition of Assets Include:

        Two 18 hole golf courses. “The Legends” currently closed, and “The Legacy”, currently in operation

        Clubhouse, restaurant, and Pro Shop.

        Marina, including boat sales showroom, service facilities, ship’s store , wet and dry boat storage facilities.

        Approximately 450 acres of land for residential development, including golf course, interior, garden, and empty
         nester lots.

        Approximately 150 acres of land available for commercial and/or residential development, including a
         designated hotel site, golf colony rental property areas, and approximately 2000 feet of lake shoreline.




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                                                   Executive Summary
                                                Still Waters Golf and Country Club
                                                 Lake Martin/ Dadeville, Alabama

Still Waters Lake Martin Golf & Country Club Pro Forma Assumptions

STILL WATERS COUNTRY CLUB - FEES AND BENEFITS

EQUITY MEMBERS:

1. $50,000 Membership Initiation Fee (Corporate - $75,000).

2. Membership includes all immediate family in household. Corporate membership includes up to 4 individuals.

3. Monthly dues - $325

4. Membership will be limited to 400 individual and 90 corporate members.

5. Members are entitled to unlimited golf on either course, green fees waived ($20 cart fee applies), use of all Club facilities and
   amenities, and free access to meeting/social hall for special events (subject to availability and prior reservation). Additional
   Club costs (labor, catering, etc.) provided for additional costs.

6. Club Board of Advisors will be elected from among Equity Members.

7. Membership initiation fees will be applied first to retirement of debt incurred for capital improvements to golf courses and Club
   facilities.

8. Remaining membership fees will be invested.

9. Subject to a vote of the equity members, up to 50% of the interest earned on investments may b e distributed to equity
   members as dividends.

10. Equity memberships are non-transferable.

11. Equity memberships are refundable upon resignation by the member. The Club will repurchase memberships at 80% of the
   then current value, payable when a replacement membership is sold.

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                                                  Executive Summary
                                               Still Waters Golf and Country Club
                                                Lake Martin/ Dadeville, Alabama




NON-EQUITY MEMBERS:

1. $20,000 Membership Initiation Fee.

2. Membership includes all immediate family in household.

3. Memberships will be limited to 1,000 members. Of these, approximately 760 are reserved for property owners.

4. All lot buyers are required to purchase Club memberships and one of the packages offered. The membership initiation fee
   is included in the lot price.

5. Members select one of two amenities packages:

   -     Golf Package includes unlimited golf on either course, green fees waived ($20 cart fee applies), use of all Club facilities
         and amenities and free access to meeting/social hall (subject to availability and prior reservation). Additional Club
         costs (labor, catering, etc.) provided for additional costs.
         Monthly dues - $325.
   -     Social Package includes use of all Club facilities and amenities and free access to meeting/social hall (subject to
         availability and prior reservation). Golf green fees are not waived
         Monthly dues - $125.

   Memberships are transferable only to Still Waters lot/homeowners as part of a property sale or transfer.



NON-MEMBERS AND GUESTS:

1. Member guests will be allowed use of the facilities (with Member present) according to the membership level of the member.
   Golf green fees are not waived, but member guests will be charged a discounted rate.

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                                                 Executive Summary
                                              Still Waters Golf and Country Club
                                               Lake Martin/ Dadeville, Alabama



2. Non-members will be allowed to play on the designated course only, subject to available tee times, at the standard green
   fee/cart rental rates. Non-members will have access only to the course clubhouse, restaurant/snack bar, and pro shop.

3. Non-member golf packages will be available for groups, corporate outings, special promotions, etc. Course play will be
   limited to the designated course only, unless otherwise approved by the Equity Board of Advisors.




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                                                    Executive Summary
                                                 Still Waters Golf and Country Club
                                                  Lake Martin/ Dadeville, Alabama



Project Plan

   We intend to create a first class country club environment that captures a Southern living lifestyle in a lake community. With
    shopping, activities, restaurants, hotel, spa, golf, and boating, we will create a community that will maximize property values
    and return the full potential of the Still Waters experience to the homeowners and the surrounding Dadeville area.

   “The Legends” course, originally designed by George Cobb and built in 1972, will be redesigned and upgraded to modern
    standards. “The Legacy” course is in excellent condition, but will be improved in needed areas to enhance both play and
    aesthetic qualities.

   The existing clubhouse will be enlarged and remodeled to include a full menu restaurant and upgraded pro shop.

   A second club house will be built near the existing one to provide, among other things, meeting rooms and reception areas for
    special events (weddings, reunions, golf tournaments, business conferences, etc.).

   Rental units will be constructed to provide accommodations for golf package stays, corporate retreats, guests of members,
    and special events.

   Numerous amenities will be included in the Country Club development. These include swimming, tennis, exercise facilities,
    and spa.

   Wet slips and dry storage units at the marina are currently leased out on an annual basis. These will be sold, providing an
    ownership interest to boat owners. Dry storage units can be sold directly; wet slips cannot be (the water i s not ours to sell);
    we intend to create a boat owner’s association, wherein members who pay the initiation fee will be entitled to exclusive use of
    the wet slip as long as their membership is in good standing. A monthly common area maintenance (CAM) fee will be
    assessed to all boat slip and dry storage owners.

   Approximately 948 residential lots will be developed. Of these, approximately 226 are golf course lots, 452 are interior lots,
    170 are garden lots, and 100 are “empty nester” lots.

   Builder groups will be invited to participate based on a lot take down commitment that will result in a n 8 - 10 year build out
    schedule.
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                                                   Executive Summary
                                                Still Waters Golf and Country Club
                                                 Lake Martin/ Dadeville, Alabama



   An aggressive, nation wide marketing program will be undertaken to help ensure success.

   Country Club memberships will be required of all new homeowners, and the non-equity membership initiation fee will be
    included in the price of the lot.

   Lot prices to builders will range from $50,000 to $75,000, with an average price overall of $65,250. Lot prices are projected to
    increase 8% per year as additionaldevelopment occurs. Higher priced equity and corporate membership packages will be
    available. Membership details are included below in the “Golf and Country Club Assumptions”.

   Commercial development will occur as market studies are completed to determine best use and timing. Additional
    development opportunities abound, however, and will be addressed as and when the most appropriate projects are identified.
    These are projected to include, among other possibilities:

         Hotel and conference center facilities
         Waterfront restaurant
         Additional activities complexes
         Additional marina wet and dry storage capacity
         Retail development
         Professional offices
         Climate controlled storage facility
         R/V Park
         Apartment complex
         Water park




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                                                    Executive Summary
                                                 Still Waters Golf and Country Club
                                                  Lake Martin/ Dadeville, Alabama

Risks:

As with any development project, there are potential risks that must be evaluated in the course of making investment decisions.
For the Still Waters project, the greatest risk factors are:

   Inability to successfully market the residential property at the projected prices. We believe that the pro forma prices are
    conservative, given what is included. A membership in a first class private country club, access to all the amenities that a re a
    part of that club, a full service marina in the immediate proximity, and a beautiful lake setting, combined with an aggressive
    nation wide marketing effort, should minimize the risk of slow property sales.

   Inability to successfully market club memberships at the pro forma prices. This risk is minimized with regard to non-equity
    memberships in that those fees are included in the price of the lot and are a prerequisite to all new homeowners. Equity
    membership fees, however, are subject to market supply and demand conditions.

   We have consulted with a large natio n-wide marketing and development company, as well as a nation wide owner and
    operator of numerous golf course and country club properties, both of whom have stated that our pro forma membership fees
    are well within the range of prices typically offered in similar de velopments, and in fact are lower than many in the
    Southeastern parts of the country. In addition, our plan to distribute annual dividends to equity members is unique and
    provides for an annuity in addition to the investment.

   Inability to successfully market the dry storage and wet slip spaces at the pro forma prices. We believe that there is a current
    unfulfilled demand for ownership interests in storage units. The existing spaces are currently leased and in fact there is a
    waiting list. With the anticipated influx of new residents, this demand will only grow and boat owners who elect not to
    purchase risk losing the ability for nearby storage of their boats. Even if sales do not meet our expectations, the currentl y
    leased spaces provide an ongoing revenue stream.


Projected Income and Earnings

See Attached Financial Pro Forma



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