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          510 WEST 42ND STREET



                    SPA FOR MEN
                                                         KITCHEN by
                                  JOHN BLAIR DANCE-BAR                RETAIL
                                 THE OUT NYC – URBAN RESORT
                                            INVESTMENT MEMORANDUM

This confidential Investment Memorandum (“Investment Memorandum”) has been prepared solely for your
limited use in determining whether you desire to entertain any further discussions regarding an investment in the
“The Out” with Parkview Developers (the “Sponsor” or “Parkview”).

This Investment Memorandum is based on preliminary information subject to change and does not purport to be
a comprehensive representation of the Project or to contain all or even most of the information, which
prospective investors may need, or desire. All financial projections are based on assumptions relating to the
general economy, competition, and other factors beyond the control of the Sponsor and therefore, are subject to
material variation. Additional information and an opportunity to inspect the Project will be made available to
interested and qualified prospective investors. Neither the Sponsor nor any of its respective officers, agents, or
principals has made or will make any representations or warranties, expressed or implied, as to the accuracy or
completeness of this Executive Summary or its contents. Analysis and verification of the information contained in
the Executive Summary is solely the responsibility of the prospective investor.

The Sponsor expressly reserves the right, at its sole discretion, to reject any or all expressions of interest or offers
and/or terminate discussions with any entity at any time with or without notice.

This Investment Memorandum and its contents, except such information, which is a matter of public record or is
provided in sources available to the public (such contents as so limited herein called the “Contents”), are
confidential. By accepting this Investment Memorandum, you agree that you will hold and treat it in the strictest
confidence, that you will not photocopy, duplicate or otherwise share it, that you will not disclose this Executive
Summary or any of its contents to any other entity (except for outside advisors retained by you if necessary, in
your opinion, to assist in your determination of whether or not to make a proposal provided that such advisors
agree to be bound by the terms of this confidentiality agreement) without prior written authorization of the
Sponsor, and that you will not use this Investment Memorandum or any of its contents in any fashion or manner
detrimental to the interest of the Sponsor.

  Ian Reisner                             Mati Weiderpass                           Peter Auerbach
  Managing Partner                        Managing Partner                          Managing Director
  (212) 541-9840                          (212) 541–9840                            (212) 585–0500
  (914) 545-9038                          (917) 359-7998                            (917) 771-7296         

                        THE OUT NYC – URBAN RESORT
                                    INVESTMENT MEMORANDUM

 I.      FORWARD BY IAN REISNER                                   4

 II.     EXECUTIVE SUMMARY                                        5


 IV.     INVESTMENT RETURNS & STRUCTURE (10 YEAR)                 9


 VI.     AXEL HOTEL                                               11

 VII.    XL DANCE BAR by John Blair                               12

 VIII.   NICKEL spa for men – Wellness & Fitness Center           14

 IX.     KITCHEN by eatery – Food & Beverage Operations           15

 X.      BASE – Retail Operations                                 17

 XI.     THE GAY COMMUNITY                                        18

 XII.    NEIGHBORHOOD                                             19

 XIII.   EXISTING BUILDING                                        23

 XIV.    FINANCIAL HIGHLIGHTS (CONSOLIDATED)                      25

 XV.     RESORT FLOOR PLANS                                       29


                                   THE OUT NYC – URBAN RESORT
                                               INVESTMENT MEMORANDUM

To My Friends,

After over 20 years of success in finance, real estate development, retail and hostpitality, I am excited to have found this
project that incorporates all that I have learned and excelled at. THE OUT NYC - Urban Resort, (“THE OUT NYC”) will fill a
major void in New York City gay life for tourists and locals alike.

Throughout the past several decades, the vibrant gay community has made tremendous strides in awareness and openness.
In 1968, members of our community took a courageous step with Stonewall. In the 1980s, through the work of many
pioneers, the gay lifestyle became more open and accepted. Since then, not only have we established a strong foundation
within large cities, but Gay has become synonymous with style, hip, and cool. As we progress in the 21 century, we are
making even further strides within the country and the world at large with gay marriage becoming not just a dream, but a
reality. We have come very far, but we have further to go. This project not only represents a terrific investment, but it is also
a symbol of progress and acceptance.

Being both a native New Yorker and having come out 25 years ago, I have witnessed major shifts in New York City gay life.
Our community and culture have not only thrived, but have spread throughout NYC even. First, it was the West Village in the
1970s and 1980s. Then, it was Chelsea in the 1990’s. Today, our community has moved to Hell’s Kitchen, where we have
found a new home and brought our style, vibe, and panache to a once dilapidated neighborhood. We are excited to enhance
and solidify our migration and the gentrification process to Hell’s Kitchen with our new 42 Street Urban Resort, THE OUT

New York is starved for a proper “Heterofriendly” Hotel and Gay Nightlife Entertainment. In the past several years, many of
the existing landmark venues have fallen by the wayside (Roxy, xl, Big Cup, Hell, Limelight/Avalon, Sound Factory, Starlight,
Opaline, Chelsea Hotel, Ono at The Gansevoort, The Bank and more), and the market has shrunken to mainly smaller
boutique-type venues. A mounting demand for a gay “home base” has come to light. We feel that THE OUT NYC will serve
as this home base.

Minutes from Time Square and flanked by Chelsea to the South and Hell’s Kitchen to the North, THE OUT NYC will become
New York City’s Gay Ground Zero for both the local community as well as for tourists from around the world.

THE OUT NYC, resting on an enormous 0.6 acre parcel of land, with three outdoor courtyards and 35,000 square feet of
amenity space, will provide something for everyone. Our unique vision is to take all of the best that the Gay Hospitality
industry has to offer and assemble it under one roof. By combining AXEL Hotels, the world’s first “heterofriendly” hotel
chain, xl Dance-Bar by John Blair and his legendary night Dance-Bar / Night Club experience (Roxy, xl, Spirit, Limelight/Avalon,
and most recently Splash), Nickel spa for men of Paris, London, San Francisco and NYC, a 24/7 café, restaurant, room service,
and catering facility run by “eatery” of Hell’s Kitchen, and retail collection operated by BASE of Miami (Lincoln Road and at
the Delano Hotel), we will have created an unbeatable formula for success.

I am incredibly excited to bring this project to market, and do not consider the readers of this document investors, but
partners and family. In that light, I am excited to bring each of you to the project site for a personal tour, where I will show
you my vision in detail.

I hope that you enjoy learning about this project as much as we have enjoyed bringing it to life.


Ian Reisner

                                                       THE OUT NYC – URBAN RESORT
                                                                        INVESTMENT MEMORANDUM
                                                                         EXECUTIVE SUMMARY

Parkview Developers (“The Sponsor”) has secured the ground lease of a nearly 70,000 SF above grade structure at
508 West 42nd Street. The concept of the project is to erect the first “heterofriendly” hotel complex in the entire
world. In conjunction with Axel Hotels, XL by John Blair, Nickel spa for men, eatery of Hell’s Kitchen F&B, and
Base Boutiques, The OUT NYC is scheduled to open in early 2011. The Property is located between Tenth and
Eleventh Avenues, along the rapidly expanding 42nd Street residential and entertainment corridor in the heart of
the Clinton District (aka Hell’s Kitchen). The Site runs through-block from 41st to 42nd Streets with 134 feet of
frontage on West 42nd Street.

The core and shell of the project are already constructed, and we are half-way through construction of the
interiors and infrastructure. The process of adding 2 floors and basements (20,000 SF) is in progress and will be
substantially complete for a February 2011 grand opening of a 90,000 SF resort. THE OUT NYC - Urban Resort will

           5 story hotel, 123 Rooms (superior, deluxe, suites, and 8 shared luxury accommodation rooms)
           1,200 Square foot Business Center with 1,200 Square foot Catering Atrium
           5,000 Square foot multi-faceted F&B Operations
           10,000 Square foot Dance-Bar
           5,000 Square foot Wellness Center, Boutique, Spa, Gym and Hammam
           500 Square foot Lobby Retail Space

             MANAGEMENT TEAM                                                                                                    MANAGEMENT TEAM

                       IAN REISNER                                                                                                      PAUL DOMINGUEZ
                       MANAGING PARTNER                                                                                                 MANAGING DIRECTOR – CREATIVE &

                       MATI WEIDERRPAS                                                                                                  NICK GAVALAS
                       MANAGING PARTNER                                                                                                 MANAGING DIRECTOR - CONSTRUCTION

                       PETER AUERBACH                                                                                                   JOHN BLAIR
                       MANAGING DIRECTOR - FINANCE                                                                                      MANAGING DIRECTOR – NIGHTLIFE

                                                                                                               “KITCHEN” by
                                                SPA FOR MEN
            “HETEROFRIENDLY”                                                                                                                                 RETAIL
                                                                                      John Blair Dance-Bar
        •   123 Room Hotel                           • 5,000 sf health and                                     • 24/7 OUT Café, KITCHEN
                                                                                  •   11,000 sf Dance bar                                            • Trend-setting
        •   Managed by AXEL                            wellness center                                           Restaurant and Courtyard F&B
                                                                                  •   John Blair Partnership                                           boutique
        •   Catering (Gay Weddings)                  • Gym Component                                           • Catering & Room Service
                                                                                  •   365 Days per Year                                              • Operated by BASE
        •   Business Center                            Operated By Nickel                                        Operated by eatery NYC
                                                                                  •   $8m projected                                                  • 365 Days per Year
        •   $10m projected                           • Daily Passes &                                          • $9m projected stabilized
                                                                                      stabilized revenues                                            • $1m+ projected
            stabilized revenues (year                  Monthly/Yearly                                            revenues (year 3)
                                                                                      (year 3)                                                         revenues (year 1)
            3)                                         Memberships
                                                     • $4m projected stabilized
                                                       revenues (year 3)

                                                               $32 MILLION STABILIZED REVENUES
                                               THE OUT NYC – URBAN RESORT
                                                         INVESTMENT MEMORANDUM
                                                          EXECUTIVE SUMMARY

The unique climate of the NYC Real Estate market has enabled The Sponsor to capitalize on an opportunity unlike
any other. In the height of the “Great Recession” in the spring of 2009, Parkview Developers negotiated an
extremely favorable lease of a built, yet empty, Resort Complex for a 49 year term at under-market rates and
terms. The combination of moderate and controlled construction material & labor pricing, affordable ground rent,
and skilled negotiation have and will enable the Sponsor to complete the project at the lowest possible cost.
Further, the fact that this project is the first of its kind has enabled the Sponsor to assemble the most recognized,
sought after and lucrative gay entrepreneurs and brands from around the world under one roof.

Total Project costs are forecasted to be $22.5 million (including $2.5 million in contingency/reserve funding). Of
the $22.5 million, the sponsor/land owner will be providing $7.5 million of the capital. We are looking to raise an
additional $15 million of preferred equity.


Sources                                                                                       Uses
Investor Preffered Equity                                     $15,000,000                     Hotel Hard Costs                $6,750,000
Sponsor/Land Owner Equity                                      $7,500,000                     FF&E - Hotel & Lobby            $3,000,000
Total Sources                                                 $22,500,000                     Dance Bar Hard Costs            $3,500,000
                                                                                              Resturant & Café Hard Costs     $2,500,000
                                                                                              Wellness Center Hard Costs      $1,500,000
Revenues                                                 STABILIZED YEAR 3   10 YEAR TOTAL    Retail Hard Costs                $250,000
Hotel                                                           10,434,104     112,748,904
Dance-Bar                                                        7,868,405      85,024,457    Soft Costs                      $2,500,000
Food & Beverage                                                  8,608,745      98,682,316    Contingency/Reserve             $2,500,000
Wellness Center (Spa & Gym)                                      3,673,319      41,887,826    TOTAL                          $22,500,000
Retail                                                           1,591,350      17,195,819
 Total Revenues                                               $33,483,725     $355,539,322

Hotel                                                          (5,333,050)     (60,903,156)
Dance-Bar                                                      (5,453,872)     (58,899,102)
Food & Beverage                                                (7,057,619)     (78,066,528)
Wellness Center (Spa & Gym)                                    (2,280,174)     (25,570,060)
Retail                                                         (1,273,080)     (13,756,655)
Total Component Expenses                                     ($22,413,359)   ($237,195,501)

Operational Income Before Profit Sharing, Fees & Draws
Hotel                                                           5,101,054      51,845,748
Dance-Bar                                                       2,414,533      26,125,354
Food & Beverage                                                 1,551,126      20,615,788
Wellness Center (Spa & Gym)                                     1,393,145      16,317,767
Retail                                                            318,270       3,439,164
Operational Income                                            $10,778,128    $118,343,821

Profit Sharing, Fees & Draws
Hotel                                                            (706,414)      (7,546,672)
Dance-Bar                                                        (965,813)      (9,850,142)
Food & Beverage                                                  (262,500)      (5,433,374)
Wellness Center (Spa & Gym)                                      (358,887)      (4,196,106)
Retail                                                            (95,481)      (1,031,749)
Total Profit Sharing, Fees & Draws                            ($2,728,111)    ($28,058,043)

Fixed Expenses                                                                         -
Rent Paid to Land Owner                                        (2,000,000)     (22,500,000)
Corporate Overhead                                             (1,591,350)     (17,195,819)
Real Estate Taxes                                                (636,540)      (6,878,328)
Insurance                                                        (212,180)      (2,292,776)
Legal                                                            (106,090)      (1,146,388)
Accounting                                                       (106,090)      (1,146,388)
Rental Income From Business Units                               2,982,178       32,846,282
Net Fixed Expenses                                             (1,670,073)     (18,313,417)

Residual Sale/Valuation in Yr 10 at 15% Cap Rate                              $55,698,199
NET INCOME                                                     $6,718,961    $127,670,560
                                 THE OUT NYC – URBAN RESORT
                                          INVESTMENT MEMORANDUM
                                PROJECT DESCRIPTION – BY BUSINESS UNIT

AXEL HOTEL – “Heterofriendly”
                                  In conjunction with AXEL Hotels (currently operating successful “Heterofriendly”
                                  hotels in Barcelona, Berlin, and Buenos Aires), the Sponsor plans to bring a
                                  revolutionary concept to the United States that will serve as the forefront of new
                                  line of hotels and entertainment venues focused on creating a free and tolerant
                                  space where diversity and respect are highly valued. Two men, two women, or a
                                  man and woman are equally welcome regardless of sexuality.

                                   With 123 rooms, including 8 prototype shared luxury accommodation rooms,
                                   where 4 individuals in full size private beds can share a common room, The OUT
                                   NYC will service local, domestic, and foreign travelers of all ages and socio-
                                   economic backgrounds. With three floors of rooms overlooking courtyards
                                   outfitted with gardens, reflecting pools, and hot tubs, The OUT NYC will generate
a sensation of liveliness as well as luxury. Designed with the most up to date amenities and common areas, the
Hotel will bring the success of AXEL’s brand to New York City.

xl DANCE-BAR by John Blair

                                  There has not been a new gay dance club in New York City in the last 4 years. In
                                  collaboration with world famous night-club operator John Blair, The OUT NYC
                                  intends to open the newest and hippest Dance Bar dedicated to our community.
                                  Utilizing the ground floor of the structure and encompassing approximately
                                  10,000+ SF, xl Dance-Bar will showcase the most premiere DJs, entertainment
                                  celebrity clientele, and the mystique that John Blair brings to every endeavor.
                                  The buzz of a new club of this type that is open 18 hours per day, 365 days per
year will ensure its success.

NICKEL spa for men – Spa, Wellness Center, Gym and Hammam

                            Body will meet the soul in the 5,000-square-foot Wellness Center by NICKEL which
                            has locations in Chelsea NYC, London, Paris, and San Francisco. Guests will be able
                            to indulge in healthy pleasures, get a great workout and explore their wellness with
                            world-class experts. Our partnership with NICKEL spa for men will bring the highest
                            and most well known operator of Men’s Spas to the project, where guests as well as
                            the local community will be provided with state of the art facilities (Hammam,
                            Wellness Center, Gym, and Spa). Around the world, the Gay Community associates
                            NICKEL with the best in breed of wellness facilities with a special emphasis on our
community. Located directly in the urban resort, this facility will be the most up-to-date and greatest
achievement in the NICKEL Corporation.

                                THE OUT NYC – URBAN RESORT
                                          INVESTMENT MEMORANDUM
                             PROJECT DESCRIPTION – BY BUSINESS UNIT

KITCHEN by “eatery” – 24/7 Café, Resturant, Courtyard/Poolside F&B, Room Service, and Catering Operations

                             In order to service hotel guests and the surrounding community, the resort will
                             contain a ground floor 24/7 street side OUT Café, a 3 meal/day restaurant, and an
                             atrium bar/lounge and catering facility. KITCHEN F&B Operators will also offer
                             courtyard/poolside dining, and room service. With the abundance of new
                             construction of residential properties in the surrounding area (10,000 apartments
                             predominantly on 42nd street itself), there is little in the way of mid/high end dining
                             available. In conjunction with the renowned restaurant group that founded eatery,
                             Vinyl Diner, and Whym in Hell’s Kitchen, the project will capitalize on this un-
                             penetrated marketplace, while providing outstanding food and beverage to our
                             resort guests. KITCHEN will also operate the street front 24/7 OUT Café offering
coffee, drinks, and light food to hotel guests, departing Dance-Bar patrons, and the 10,000+ neighborhood
apartment dwellers.

BASE Retail - (“Cool Hunting”) Lobby Store

                         Established on Lincoln Road in South Beach Miami over 16 years ago, BASE rapidly
                         acquired its “hip” reputation by offering customers an artfully edited selection of
                         clothes, jewelry, body products, music, footwear, books and magazines, and home
                         furnishings all under one roof, making it the forerunner of more recent trends in
                         concept/lifestyle stores. BASE also owns and operates the lobby store at the Delano in
                         South Beach (Morgans/Schrager) and will operate THE OUT NYC retail store and private
                         label offerings. BASE will also offer NICKEL spa for men products in this location, as well
as AXEL, xl, KITCHEN, OUT Café and THE OUT NYC branded merchandise.

Known for its incredible music selection (its in-house CD BAR is world-renowned for its selection), stylish one-of-a-
kind clothing selections from well-known and just under the radar designers, and whimsical and informative books
that focus, deliberately, on visual contemporary visual culture, BASE will be a shopping haven and critical stop for
local residents and vacationers from all over the world. “We’ve been variously described as a one-stop shop for
the hopelessly hip,” or “A lifestyle provider for the savvy shopper.” says Stephen Giles, founder and operator of

Steven Giles remains the principle creative force and philosophy behind the company and is the subject of
considerable media attention and is frequently interviewed by everyone from Wallpaper to GQ to Monocle and

                                                                                     THE OUT NYC – URBAN RESORT
                                                                                                   INVESTMENT MEMORANDUM
                                                                             INVESTMENT RETURNS AND STRUCTURE (10 YEAR)

The Sponsor is looking for investors (“Preferred Investors”) to purchase $15 million of preferred equity towards a $22.5 million total project cost ($7.5
million equity contributed by sponsor/owner.) The first free cash flows will go towards paying a 10% coupon to all investors (both the Sponsor and the
Preferred Investors); thereafter, remaining cash flow will be divided pari passu to the Sponsor and Preferred Investors. After the Preferred Investors
have received their entire investment back and their 10% coupon, the coupon payment will expire, and the split of any and all cash flow between the
Sponsor and the Preferred Investor will be 66.6% to the Sponsor and 33.3% to the Preferred Investors.
Year                                                       Initial         2010        2011        2012        2013        2014        2015             2016                    2017              2018           2019              2020             TOTAL

Deal Cash Flow (Net Income to OUT NYC)                 -2,250,000    -20,250,000   6,533,425   6,808,375   6,718,961   6,635,504   6,974,423        6,875,848             7,200,576         7,626,693        8,073,320        8,525,234       49,472,361

Sale/Valuation in yr 10 (15% Cap Rate)                                                                                                                                                                                       55,698,199       55,698,199

Preferred Investors' Distribution (10% Dividend)            90%                    1,500,000   1,500,000   1,500,000   1,500,000   1,500,000                -                      -                 -               -                -           7,500,000

Preffered Investors Profit Split After Dividend (66%
before hurdle / 33% thereafter)                                                    2,855,617   3,038,917   2,979,307   2,923,669   3,149,615        2,291,949             2,400,192         2,542,231        2,691,107       21,407,811       19,639,267

Preferred Investor TOTAL Cash Flow                     -1,500,000    -13,500,000   4,355,617   4,538,917   4,479,307   4,423,669   4,649,615        2,291,949             2,400,192         2,542,231        2,691,107       21,407,811       53,780,416

Annual Cash Return (%)                                                              29.04%      30.26%      29.86%      29.49%      31.00%           15.28%                16.00%            16.95%           17.94%          142.72%             358.54%

Assuming an initial investment of $15 million of the $22.5 million total project cost and
                                                                                                                                                                    PREFERRED INVESTOR CUMULATIVE CASH FLOW
that the operation generates an average income of $7 million per annum, the IRR to the
                                                                                                                                                                                OPERATIONAL YEARS
preferred investor over the 10 year expected time horizon will be nearly 27%. This                                                             $40,000,000
assumes that the project is sold or valued in year 10 using a very conservative cap rate                                                                                               BREAK EVEN POINT
                                                                                                                                                                                       After approximately 5 years of
of 15% (hotel complexes currently trade at cap rates between 6 and 10%). Excluding                                                             $30,000,000                             operations, all investors' capital will
                                                                                                                                                                                       have been returned with 33% of deal
the sale/valuation, the average cash on cash return over the life of this project is still                                                                                             cash flow (net income) to continue for
                                                                                                                                               $20,000,000                             the life of the project (45 years).
approximately 24%.
Early Capital Distribution Strategy:
We will attempt to secure permanent financing ($10 to $15 million business loan) upon                                                                    $0

stabilization of the resort (year 3 to 5). This would result in a substantially higher IRR.                                                                     Initial     1          2      3          4      5        6     7          8   9          10

After the repaying of their initial investments plus the 10% preferred coupon, the
preferred investors will still receive a profit share in accordance with the promote
structure detailed above for the life of the project (an additional 45 years).

                                                THE OUT NYC – URBAN RESORT
                                                     INVESTMENT MEMORANDUM

OPERATIONAL P&L                                          Year 1        Year 2        Year 3        Year 4     Years 5-10
                                                           2011          2012          2013          2014     2015-2020          TOTAL
AXEL Hotel
Revenues                                              9,835,144    10,130,198    10,434,104    10,747,127     71,602,330    112,748,904
Expenses (including $1.5m rent allocation)           (4,881,035)   (5,018,804)   (5,333,050)   (5,662,984)   (40,007,283)   (60,903,156)
Licensing Fee (3%)                                     (295,054)     (303,906)     (313,023)     (322,414)    (2,148,070)    (3,382,467)
Management Fee (7% of adjusted NOI)                    (370,980)     (386,111)     (393,391)     (400,669)    (2,613,054)    (4,164,205)
AXEL Hotel Income                                     4,288,075     4,421,377     4,394,640     4,361,060     26,833,923     44,299,076
Axel Hotel Margin                                        43.60%        43.65%        42.12%        40.58%         37.48%         39.29%

Rent Allocation Paid to THE OUT NYC                   1,500,000     1,500,000     1,500,000     1,500,000    10,875,000      16,875,000
Cash Flow to THE OUT NYC                              5,788,075     5,921,377     5,894,640     5,861,060    37,708,923      61,174,076

xl Dance-Bar
Revenues                                              7,416,726     7,639,228     7,868,405     8,104,457     53,995,640     85,024,457
Expenses                                             (5,106,418)   (5,295,021)   (5,453,872)   (5,617,488)   (37,426,303)   (58,899,102)
Draw against 40% profit share with operator            (500,000)     (500,000)     (500,000)     (500,000)    (3,000,000)    (5,000,000)
xl Dance-Bar Net Income                               1,810,309     1,844,207     1,914,533     1,986,969     13,569,337     21,125,354
xl Dance-Bar Margin                                      24.41%        24.14%        24.33%        24.52%         25.13%         24.85%
Rental Income Paid to THE OUT NYC                       500,000       515,000       530,450       546,364     3,640,126       5,731,940
Profit Split (40% after buildout loan repaid)               -        (261,806)     (465,813)     (494,788)   (3,627,735)     (4,850,142)
Cash Flow to THE OUT NYC                              2,310,309     2,097,401     1,979,170     2,038,545    13,581,728      22,007,152

KITCHEN by eatery
Revenues                                              7,587,280     8,116,656     8,608,745     9,134,065     65,235,570     98,682,316
Expenses                                             (6,340,008)   (6,702,178)   (7,057,619)   (7,438,258)   (50,528,465)   (78,066,528)
KITCHEN by eatery Net Income                          1,247,271     1,414,478     1,551,126     1,695,808     14,707,105     20,615,788
KITCHEN by eatery Margin                                 16.44%        17.43%        18.02%        18.57%         22.54%         20.89%

Rental Income Paid to THE OUT NYC                       500,000       515,000       530,450       546,364     3,640,126       5,731,940
Draw against 30% profit share with operator            (125,000)     (125,000)     (125,000)          -             -          (375,000)
Profit Split (30% after buildout loan repaid)               -             -        (137,500)     (508,742)   (4,412,132)     (5,058,374)
Cash Flow to THE OUT NYC                              1,622,271     1,804,478     1,819,076     1,733,429    13,935,100      20,914,354

NICKEL spa for men
Revenues                                              2,663,673     3,161,176     3,673,319     3,858,985     28,530,673     41,887,826
Expenses                                             (1,801,082)   (2,038,186)   (2,280,174)   (2,383,357)   (17,067,260)   (25,570,060)
Branding Fee (3%)                                       (79,910)      (94,835)     (110,200)     (115,770)      (855,920)    (1,256,635)
Management Fee (3%)                                     (79,910)      (94,835)     (110,200)     (115,770)      (855,920)    (1,256,635)
NICKEL spa for men Net Income                           702,770       933,320     1,172,746     1,244,088      9,751,573     13,804,497
NICKEL spa for men Margin                                26.38%        29.52%        31.93%        32.24%         34.18%         32.96%

Rental Income Paid to THE OUT NYC                       300,000       307,500       315,188       323,067     2,115,260       3,361,015
Profit Split (15% after buildout loan repaid)                 0             0      (138,487)     (171,613)   (1,372,736)     (1,682,837)
Cash Flow to THE OUT NYC                              1,002,770     1,240,820     1,349,446     1,395,542    10,494,097      15,482,675

BASE Retail
Revenues                                              1,500,000     1,545,000     1,591,350     1,639,091    10,920,378      17,195,819
Expenses                                             (1,200,000)   (1,236,000)   (1,273,080)   (1,311,272)   (8,736,303)    (13,756,655)
BASE Retail Net Income                                  300,000       309,000       318,270       327,818     2,184,076       3,439,164
BASE Retail Margin                                       20.00%        20.00%        20.00%        20.00%        20.00%          20.00%

Rental Income Paid to THE OUT NYC                      100,000       103,000       106,090       109,273        728,025       1,146,388
Profit Split (30% after buildout loan repaid)          (90,000)      (92,700)      (95,481)      (98,345)      (655,223)     (1,031,749)
Cash Flow to THE OUT NYC                               310,000       319,300       328,879       338,745      2,256,878       3,553,803

TOTAL OPERATIONAL CASH FLOW TO THE OUT NYC           11,033,425    11,383,375    11,371,211    11,367,321    77,976,727     123,132,059

Fixed Expenses
Rent Paid to Land Owner                              (2,000,000)   (2,000,000)   (2,000,000)   (2,000,000)   (14,500,000)   (22,500,000)
Corporate Overhead                                   (1,500,000)   (1,545,000)   (1,591,350)   (1,639,091)   (10,920,378)   (17,195,819)
Real Estate Taxes                                      (600,000)     (618,000)     (636,540)     (655,636)    (4,368,151)    (6,878,328)
Insurance                                              (200,000)     (206,000)     (212,180)     (218,545)    (1,456,050)    (2,292,776)
Legal                                                  (100,000)     (103,000)     (106,090)     (109,273)    (1,146,388)    (1,146,388)
Accounting                                             (100,000)     (103,000)     (106,090)     (109,273)      (728,025)    (1,146,388)
Total Fixed Expenses                                 (4,500,000)   (4,575,000)   (4,652,250)   (4,731,818)   (33,118,993)   (51,159,698)

TOTAL NET INCOME FLOW TO OUT NYC                      6,533,425     6,808,375     6,718,961     6,635,504    44,857,733      71,972,361
Margin to THE OUT NYC                                    22.53%        22.26%        20.88%        19.82%        19.48%          20.24%
                                THE OUT NYC – URBAN RESORT
                                          INVESTMENT MEMORANDUM
                                                  AXEL HOTEL

AXEL HOTELS is a hotel group that caters exclusively to the gay community. Each of its
hotels is a place where the gay scene, diversity and respect are highly valued. They provide
accommodations with professional and personal service that anticipates their guests'
needs. They are entrenched in and invigorate the local gay scenes of each of the locations,
while providing vital information about our demographic within their respective cities.


Axel Hotels, the first hotel chain in the world aimed at the gay community, is the result of a dream. Juan Juliá,
Owner and Managing Director of Axel Corp., envisioned an environment where gay people (and people of all
creeds, faiths, and sexual orientations) would feel comfortable within a cosmopolitan and designer setting; a place
where they could be themselves and be valued for it. He dreamed of creating a hotel aimed at the gay world, his

After waiting for several years, he finally decided to dedicate all his knowledge, time and effort to converting that
dream into reality by seeking the best setting for a hotel specialized in Barcelona’s gay segment. Finally, in 2000,
he found a building on sale at the corner of Aribau, 33 and Consejo de Ciento.

After months of construction work, decisions and much effort, the hotel came to life with walls, stairways,
mosaics, bathrooms, and an overall style of grace and beauty. In July 2003 the Axel Hotel Barcelona was born, the
first modernist urban hotel dedicated to the gay public.

Axel Hotel Barcelona was only the beginning of the dream, which was completed with the spectacular
inauguration of the Axel Hotel Buenos Aires in October 2007.

The proven success of the first two hotels has led investment companies, financial institutions and proprietary
organizations to offer their resources and buildings to enable Axel Hotels to continue growing in different

But the Axel Group is cautious and selective. It always seeks the best sites in the geographic locations that it
considers optimum for its market.

Axel Group knows where and when it should be and therefore considers that the time has come to invest in the
best possible location within the USA. They have no doubt that THE OUT NYC in Hell’s Kitchen is the ideal location
for its next opening before others like Miami, San Francisco, Las Vegas and/or Los Angeles.

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                               THE OUT NYC – URBAN RESORT
                                          INVESTMENT MEMORANDUM
                                                 AXEL HOTEL

With 123 rooms, including 8 prototype shared rooms where 4 individuals will share a common room, the AXEL NY
will service both local and global tourist traffic. With four floors of rooms overlooking atriums outfitted with a
courtyard bar and restaurant, and wet space with reflecting pool and two hot tubs, The Axel will generate a feel of
liveliness as well as luxury. Designed with the most up to date amenities and common areas, the Hotel will bring
the success of AXEL’s brand to the New York area.

                                    The hotel will seek design and fashion, both in their decoration and
                                    communication. The design of the New York Axel has been carefully studied
                                    to provide a cosmopolitan setting, but comfortable at the same time. A
                                    characteristic mosaic pattern accompanies the brand and symbolizes the
                                    world to which the hotel is aimed, representing Axel’s gay rainbow. With
                                    respect to graphic design, all elements created for Axel Hotels have been
                                    specially conceived, from amenities to press campaigns.

                                    Axel and Parkview understand the environment from the gay viewpoint. Axel
                                    Hotels are living and dynamic spaces in which to enjoy a cosmopolitan and
                                    international environment. With the assistance of Parkview and John Blair,
                                    the Axel New York will organize parties, events and performances to help
                                    integrate our guests into the local gay scene.

                                     Our guests and the Axel Hotel team are cosmopolitan, liberal, cultured and
                                     well traveled, and this must be evident in all communications. In Europe, the
                                     Axel is synonymous with the latest in style and grace, and appeals to the
                                     most in-touch clientele. The design of the amenities and the common areas
                                     has been carefully considered to be the ahead of the curve in terms of style
                                     and panache.

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                                THE OUT NYC – URBAN RESORT
                                          INVESTMENT MEMORANDUM
                                                  AXEL HOTEL

                                   The Axel Hotel team is dedicated to ensuring the comfort of its guests, paying
                                   special attention to the last detail so that your stay in the hotel is an
                                   unforgettable experience. Each room is designed with comfort as one of its
                                   paramount facets. More importantly, this comfort does not come at the price
                                   of style. Guests will feel as if they are in the most modern of designs, while
                                   enjoying their time relaxing or playing.

                                    The OUT NYC will target cosmopolitan gay travelers who are looking for a
                                    centrally-located designer hotel, with a gay atmosphere. However, we also
                                    cater to Gay locals. We also book a good deal of business with Heterosexual
                                    cosmopolitan travelers who, for leisure and professional reasons, are looking
                                    for a centrally-located exclusive designer hotel, with an international and
                                    open-minded atmosphere, for their stays in cities with an AXEL Hotel.

The New York Axel will be comprised of five floors of available rooms ranging from shared luxury “hostel-style”
accommodations, standard rooms with 2 double beds, King Sized rooms, and Suites. Most of the rooms on the 2nd,
3rd, 4th and 5th floors will overlook garden areas and hot tubs located in the central courtyards/atriums. With a full
service restaurant on the ground floor, gym and spa facilities in the 2nd floor courtyard wellness center, a courtyard
bar & lounge, and a 365 days per year dance-bar on the ground floor, guests will have a unique experience unlike
any other offered in New York City or the world.

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                                THE OUT NYC – URBAN RESORT
                                          INVESTMENT MEMORANDUM
                                                 xl DANCE BAR

There has not been a cabaret liquor license issued in the past four years, and nightlife in New York for the gay
community has suffered dramatically. Due to the closing of many of the “institutions” around NYC, the gay
nightlife community is in search of a new venue to call “home base”. Currently, there are only two nightclubs that
afford dancing 7 nights per week; however, these locales suffer from their respective ages (each is over 15 years

There are over 300,000 gay men residing in the New York Metropolitan Area. However, this is not to say that this
entire demographic will partake in nightlife activities. What John Blair has been able to accomplish in his 35 years
of experience, is to create a database of different client types and synergize this catalog with his club’s schedule.
Through this database, John has been able to carefully pinpoint members of the community that partake in

While many other Dance-Bar operators view the operations of a club tactically and in the short-term, xl takes a
long term approach. Each night, there will be a mailing list station at the door of the club. Each guest that
provides a valid name, address, and phone number will be sent a VIP card that will allow access to the club for a
discounted price, or in some cases, a complete comp. As “members” enter the club and show their card, they are
entered into a computerized database that will provide the club with vital information regarding their nightlife
habits. This methodology will allow xl to build a community, provide different information to different types of
guests, and establish a “place to be” mystique.

The Dance-Bar will take up 10,000 square feet on the ground floor of the project. With entrances from the hotel,
views of the hot-tubs upstairs, and the most state of the art lighting and sound system that exists to date
throughout the world, the xl will be the most advanced and revolutionary night-club in the New York area.

Xl will be divided into two separate sections. Guests will have the option to enjoy mingling and light dancing in the
“pop” room, or dance to “house” music on the sprawling dance floor. With 3 bars and 12 bartender stations
staffed with Abercerombie-esque friendly bartenders that we have grown to expect from John Blair, xl will be an
experience to be remembered.

With John Blair’s reputation and connections, coupled with the mystique of this project, the XL will be bringing the
most famous DJs the world has to offer. With our capital resources and entrenchment in the New York social
scene, we will be able to attract “divas” ranging from local up and comer to major household names. In the past,
John Blair has brought Madonna, Bette Midler, Cher, Beyonce, as well as many other household names. A point of
fact, bringing a high-end DJ to a nightclub is not merely a matter of monetary compensation. The DJ must feel
that they are associating themselves with a marquee venue. Through John Blair’s years of experience and his
unblemished reputation, xl has already begun to make arrangements to have this elite brand of entertainment
available to its patrons.

The combination of client service, state of the art accommodations, premiere entertainment, and a fresh vibe, will
coalesce to make xl will be the premiere gay venue in NYC.

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                                THE OUT NYC – URBAN RESORT
                                           INVESTMENT MEMORANDUM
                              NICKEL SPA FOR MEN / WELLNESS CENTER

Nickel Spa, the forefront of “HeteroFriendly” spas in the United States will
operate a 5,000 SF wellness center in the courtyard beside a reflecting pool
and 2 hot tubs catering to both hotel patrons and the general public alike.
With the increased demand for spa services in the New York Area, there is a
need in Hell’s Kitchen for a high-end provider that is both mainstream and
accessible. By having the Nickel at the project, we will be bringing the most
appropriate male focused provider of these amenities to the limelight. We
will offer daily, monthly and yearly memberships to the Nickel Wellness Center.

Nickel Spa is owned by Interperfums, which operates in the fragrance business and manufactures, markets and
distributes a wide array of fragrances and fragrance-related products. They produce and distribute fragrances as
the exclusive worldwide license for Burberry, Van Cleef & Arpels (“VCA”), Paul Smith, S.T. Dupont, and
Quiksilver/Roxy and they own Lanvin Perfumes and NICKEL S.A., a men’s skin care company. They are also the
specialty retail partner for a growing number of brands, including Gap, Banana Republic, New York & Company,
Brooks Brothers and bebe stores. Interperfum products are sold in over 120 countries worldwide.

At the Axel, Nickel will bring Spa Ubiquity, meaning that rather than have the spa be in just one place, it will exist
throughout the hotel, in terms of the marketing and communication, as well as the actual physical placement of
spa services and retail. Further, the Spa will be integrated throughout and beyond the hotel so that the guest is
aware of the spa from the moment he considers booking at Axel NYC and so his guest experience always
encompasses the spa.

Some concrete examples of these concepts are:

      Internet - All web bookings (hotel website, Expedia, Orbitz, etc.) will describe the spa and present the
      option to book spa services (often at package prices in conjunction with the room)

      Check In - Guests will be given a welcome package for the spa along with a smart card (or their hotel key
      card could have built in capability) that they can use to book and pay for spa services and get information
      about the spa.

      Early Check In/Late Check Out - Offer guests (as either a perk to better clients or as an optional paid
      service) the use of YeloCabs installed in the Axel lobby for massage, napping, and recharging if they arrive
      prior to check-in time or have a late departure.

      Spa Concierge Desk - A dedicated desk whose purpose is to help the guest look and feel good throughout
      their stay. The concierge will help guests with their wellness and grooming services including personal
      training, nutrition and more.

      Spa Services in the Club - Offer disco naps, massage and other recharging services for all-night revelers.

      Spa Integration with Restaurant and Bar - The spa will have a juice bar and take out lunch and snack service
      featuring bento boxes, picnic lunches, and healthy snacks. The spa concierge will help arrange picnics and

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                                THE OUT NYC – URBAN RESORT
                                           INVESTMENT MEMORANDUM
                              NICKEL SPA FOR MEN / WELLNESS CENTER
      outings with food and beverages. The restaurant and bar could stock and prepare the food and provide the
      ingredients for the juice bar.

      Spa Services in the Room - 24 hour on demand, in room spa services including couples massage. The rooms
      will also have a small kiosk or marketing display for the spa which would enable them to book sessions with
      their smart card.

The Spa will not only provide hotel guests and the local community services on a walk-in basis, but will also drive
business towards the hotel. Through this synergy, all facets of the hotel, from the xl Nightclub, to the garden
restaurant, will benefit.

Some concrete examples of these concepts are:

      Hotel Social Networking Site - The spa area of the hotel website would include social networking and data
      features that enable guests to track and store their favorite workouts, music, juices, etc. while meeting and
      communicating with other guests, colleagues, etc.

      Database Marketing - Using the existing Nickel database of 15,000, to reach out to and invite to Nickel at
      Axel. Targeted marketing would include inviting certain guests to try the facilities for free or at a discounted
      day pass.

      Community Outreach - In conjunction with our new Nickel Chelsea manager who is connected in the gay
      community, we plan to reach out to New Yorkers as well as other target markets (Miami, San Francisco,
      Paris, London, etc.) to invite them to try the spa.

      Nickel Rewards Program - We are in the process of implementing an airline like rewards program at Nickel.
       This program would be extended to all Nickel customers at every Nickel location around the world. The
      perks and status level would ensure customer retention and brand loyalty. We can discuss partnering with
      the hotel rewards program, if any.

As with any high end spa operator located inside of a hotel complex, Nickel plans to market and brand their
product lines inside of the rooms.

      Amenities - Our vision for the amenities is to create custom sized Nickel products for in room amenities
      (shampoo, conditioner, body wash, lotion) while offering for sale other Nickel products (such as their
      famous post party “Morning After Rescue Gel”). NICKEL would also offer a line of sleep and relaxation
      products (branding TBD) including aromatherapy, candles, and massage oils.

      Clothing Line -Contract a known (such as James Perse) designer to create a special collection of clothing and
      accessories that features the spa’s, as well as the hotel’s logo and style. Clothing and accessories to be
      sold/marketed in the lobby, room, spa, Club, and on our website.

Nickel will also oversee the gym and run the “wet courtyard”, the hammam, and sell day-passes for non-hotel
guests (tourists and locals) to use the hotel and wellness center facilities.

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                                 THE OUT NYC – URBAN RESORT
                                            INVESTMENT MEMORANDUM
                                               KITCHEN by eatery

KITCHEN by eatery at THE OUT NYC will have food and beverage operations managed by Midnight Hospitality
Management Inc., who is best known for its founding and operation of the original Vynl Diner, eatery, and Whym in
Hell’s Kitchen. They partnered with THE OUT NYC to bring their great food and ambience to the project in the form of
a multi-faceted food and beverage operation that will include:

       24/7 Street facing “OUT Café”
       3 Meal/Day “KITCHEN” Restaurant
       Courtyard F&B and Lounge
       Catering Facility
       Room service

KITCHEN envisions a menu and style in unison with Eatery and Whym that caters to both the urban gay and
mainstream markets. The Menu will consist of American comfort; with a contemporary drink selection and
reasonably priced wines. We believe that with the in house clientele, and the traffic the hotel and club will provide,
we will be able to run our operation 24/7, and generate substantial revenues. There are numerous residential
buildings, with little or no food service nearby, and the traffic and occupancy of the hotel will keep the restaurant
“humming”. A huge potential to increase to revenues will be through catering. In partnership with AXEL Hotel, we
plan to create a catering arm, as we believe that we have access to an enormous untapped market. Having carved out
several banquet spaces outside the Hotel, the dance-bar, and the restaurant itself, we believe that the potential is
enormous. Weddings, Birthdays (by the pool!), business functions, charity events, and lectures are some of the areas
we will be able to service the gay New York social and business community.

Midnight Hospitality Management will direct all elements of food and beverage and will manage this operation
seamlessly and in conjunction with Hotel policy. The room service, lobby seating, pool and catering spaces will all
have integrated menus, and POS so that guests will receive consistent product and point of sale transaction anywhere
on the site.

The F&B Operator is a group made up of 3 members: Jason Kahan, Sean Connolly, and Evan Kushner. With over 50
years of combined experience in a varying array of retail, hospitality, and food service businesses, the group has run
three concepts from the ground up, all of which have consistently produced in excess of $8 Million in sales. They
have consulted for numerous restaurants, helping to manage costs, increase revenues and implement restaurant
systems and protocols (Arezzo, Vespa, Peter’s Steak House, Piccolo Posto and others).

Starting in 1996 in Hell’s Kitchen with The Original Vinyl Diner, Jason, Evan, Sean and Team were some of the earliest
to recognize Hell’s Kitchen’s potential as an alternative lifestyle hub connecting Chelsea to the then burgeoning
Columbus Circle and Times Square neighborhoods. Vynl was one of the first restaurants catering to this market, and
after Jason Kahan sold it in 1999, he, Evan, and Sean looked for a larger space to open their next venture (eatery).
Four years later they would add Whym 4 blocks north. Eatery and Whym were created as Comfortable and
contemporary spaces serving modern comfort food in a fun and lively atmosphere at reasonable prices. The goal was
to be healthy, be fun, appeal to a cross section of the community, and serve quality fare in a large, open, comfortable,
and modern space.

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                                          INVESTMENT MEMORANDUM
                                           THE GAY COMMUNITY


The Gay Community in New York is one of the most dynamic and successful demographics in the world. With new
headway being made each day for gay-rights and more men coming out each day due to strides made against
such barriers, we have seen an increase in awareness, nightlife activities, and a more vibrant and liberating feeling
of camaraderie.

As with any other community, as the gay population in New York has grown, it has begun to move throughout
different regions of the City. In the past 30 years, the population has moved from the West Villiage, to Chelsea,
and now to Hell’s kitchen, the location of our project. This swift migration has left Hell’s Kitchen with a
substantial lack of supply with regards to night-life and accommodations for our community. Further, what has
been overlooked, is the sheer economic power that we possess.

The gay population currently has $1 Trillion US in purchasing power. With a limited amount of entertainment
venues directed solely at our demographic, we are spending our funds elsewhere. The project will seize upon this
large marketplace. Around 10% of the population at large is gay and is substantially concentrated in big cities.
The Project’s location in the heart of New York not only affords it the proximity to an existing community, but it
grants unfettered access to a large tourism base, which is attracted to the large Metropolis that is New York City.
The gay community is loyal to brands related to it, and to brands that do not discriminate against their employees
or clientele. Double Income and No Kids allows the gay community to partake in night-life and entertainment
more than any other social class. With access to substantial funds and the freedom to use said funds, the gay
community is a vibrant consumer of what our project provides. The Gay community spends 48% of their incomes
on tourism, leisure and fashion. The Project includes all three of these major sources of spending. The
community travels 3 to 4 times more than heterosexual travelers and spends between 3 and 4 times more than
the heterosexual population per trip.

What many do not realize is that there is not a single “out of the closet” project of this size and scope anywhere in
the United States. Imagine a gay tourist from visiting the city for the first time. Where would this individual stay?
With little to no competition for an endeavor of this magnitude, we are confident that we will capture our entire
demographic and create an establishment of inclusion and happiness.

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                                THE OUT NYC – URBAN RESORT
                                           INVESTMENT MEMORANDUM
                                            THE NEIGHBORHOOD


Midtown West covers the area from West 34th Street to West 59th Street and from Eighth Avenue to the Hudson
River. The Clinton District has witnessed a striking renewal due to high demand for quality housing and the City of
New York’s active role in facilitating urban redevelopment. The planned expansion of the Number 7 subway line
will place a new station at 41st Street and Tenth Avenue a short walk from 508-512 West 42nd Street, giving the
Project direct train access to Grand Central Station and linking the district to New York City’s subway system for
the first time. The area’s many old brownstones have been restored to their original charm and a wave of new
parks will provide the Clinton District with some of the most expansive and attractive public space in the City. New
commercial developments in neighboring Times Square and Hudson Yards guarantee the continued prosperity of
the district.

Trendy restaurants draw the area’s upwardly mobile clientele, and some of Manhattan’s most desirable luxury
residences grace the skyline; however, in the direct area around the project, which is proliferated with rentals and
condos, there is very little in the way of dining. Much of the Clinton District’s success is tied to the prosperity of
neighboring districts. The Hudson Yards redevelopment and the flourishing Times Square/Theater District play
prominent roles in Clinton District’s success as a vibrant and affluent neighborhood. In addition, the proliferation
of new development within a 5 block vicinity has created substantial foot-traffic in this area.


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                                THE OUT NYC – URBAN RESORT
                                          INVESTMENT MEMORANDUM
                                            THE NEIGHBORHOOD

                                            The Clinton District benefits from its location next to the charismatic
                                            Times Square and the Theater District--defined as the area between
                                            Avenue of the Americas and Eighth Avenue and from West 40th to
                                            West 57th Streets. A party-like theme has been the key to the
                                            successful transformation of Times Square. The area’s 37 theaters are
                                            its principal attraction and are concentrated around West 42nd
                                            Street. In addition, flagship retail stores and theme establishments
                                            abound: ESPN SportsZone, Virgin Megastore, All Star Café, The Disney
Store, MTV Studios, Madame Tussaud’s, HMV, Planet Hollywood, Hard Rock Café, Hershey’s Store, BB King Blues
Club, Yankee Store, Loews and AMC movie theaters as well as the E-Walk are but a few of the attractions that
make Times Square a premier destination. This climate for success is created by more than 1,500,000 people who
pass through Times Square daily along with approximately 39 million national and international tourists who visit
New York City every year and spend up to $16.4 billion annually. In addition, more than 300 restaurants, including
the established “Restaurant Row” on West 46th Street, call the district home along with 27,000 residents in the
Greater Times Square area. Consequently, the energy and excitement of Times Square have pushed development
westward throughout the district, and in particular along West 42nd Street and into the Clinton District.

                                       Lucky Strike Bowling Alley, a 40,000 SF entertainment complex with a bar,
                                       restaurant, and lounge opened on 42nd and 11th avenue, just one block
                                       from the Axel site. It has achieved tremendous success and has proven
                                       that entertainment venues in this local can produce substantial returns.
                                       Further, the crowd from this locale will filter into the Axel and create a
                                       synergistic relationship.

The Special Clinton District was established by the City of New York in 1974 to promote and protect Clinton
District’s residential character and encourage the rehabilitation of existing buildings. Covering an area from West
40th Street to West 57th Street and from Eighth to Eleventh Avenues, the Special Clinton District has successfully
managed development by concentrating high-rise residential construction in designated perimeter areas on 42nd
Street, Eighth Avenue, and other key areas. Height regulations in the heart of the district – the preservation area –
protect the walk-up apartment buildings and neighborhood stores that give Clinton District its special character.

Limiting high-rise residential buildings to the perimeter area limits the overall amount of new construction. This
has aided in the success of new buildings by ensuring that demand for apartment units remains high. As a result,
residential highrise towers have clustered along the 42nd Street corridor. Developers have aggressively pursued
the opportunity to construct residences in the Clinton District, and have produced an array of successful and
striking residential buildings.

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                               THE OUT NYC – URBAN RESORT
                                         INVESTMENT MEMORANDUM
                                          THE NEIGHBORHOOD


The proposed expansion of the Number 7 subway line, westward from Times Square, will facilitate residential and
commercial growth in the Clinton District and help serve the expanded Jacob Javits Convention Center. New
stations will be built at West 41st Street and Tenth Avenue and then at West 34th Street and Eleventh Avenue.
The $2 billion project is expected to begin construction shortly.

THE CONVENTION CORRIDOR (11th Avenue from 34th to 40th Streets)

The 814,000 SF Jacob Javits Convention Center is one of the largest convention centers in the United States. The
Center provides the NYC economy with $1.3 billion annually. The proposal to expand the Convention Center by
approximately 500 thousand SF is underway and will generate an additional $700 million annually. The Center is
situated on Eleventh Avenue between West 34th and West 39th Streets, just a few blocks from THE OUT NYC.


                                                    In an important sign of confidence to the NYC property
                                                    market, Hell’s Kitchen, and most specifically to West 42nd
                                                    Street, Related Companies announced in the fall of 2009,
                                                    that it would resume construction of its massive 1.2 million-
                                                    square-foot mixed-use development in midtown
                                                    Manhattan, which came to fruition shortly after the
                                                    announcement. The structure is currently under
                                                    construction and will be open in 2011.

                                                    The 59-story tower will sit on an entire city block located at
                                                    440 W. 42nd Street and 10th avenue. It will include a
                                                    “yotel” hotel, rental apartments, affordable units,
                                                    condominium apartments, and 5 Off-Broadway, “Signature”
                                                    theatres as well as restaurants and retail and is budgeted to
                                                    cost nearly $1 billion to build. This development is highly
                                                    beneficial to Hell’s Kitchen and for THE OUT NYC, their

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                                          THE OUT NYC – URBAN RESORT
                                                 INVESTMENT MEMORANDUM
                                          FINANCIAL HIGHLIGHTS (CONSOLIDATED)

                                                              THE AXEL

                                                     Year 1         Year 2        Year 3        Year 4     Years 5-10
AXEL HOTEL                                           2011           2012          2013          2014      2015-2020             TOTAL
Occupancy                                             80%            80%           80%           80%            80%               80%
Average Daily Rate                                 240.18         247.38        254.81        262.45        291.43             275.34
ADR Growth Rate                                     3.00%          3.00%         3.00%         3.00%          3.00%             3.00%
Revenue PAR                                        207.60         213.82        220.24        226.85        251.89             237.99
Number of Keys                                        123            123           123           123            123               123
Occupied OPEX Nights                               38,252         38,252        38,252        38,252        38,252             38,252
Occupied Bed Nights                                42,924         42,924        42,924        42,924        42,924             42,924
Occupied Room Nights                               35,916         35,916        35,916        35,916        35,916             35,916

Room Revenue                                     9,320,056      9,599,658     9,887,647    10,184,277    67,852,359       106,843,997
Minibar Etc                                        429,240        442,117       455,381       469,042     3,124,976         4,920,756
Telephone                                           85,848         88,423        91,076        93,808       624,995           984,151
 Total                                           9,835,144     10,130,198    10,434,104    10,747,127    71,602,330       112,748,904

Departmental Expenses:
Salaries                                           445,000        458,350       472,101       486,264     3,239,712         5,101,426
Telephone Variable                                  42,924         36,993        38,103        39,246       260,113           417,380
Minibar Service                                     35,916         36,993        38,103        39,246       260,113           410,372
Social Security                                     44,500         45,835        47,210        48,626       323,971           510,143
Other Social Expenses                               62,612         64,490        66,425        68,417       455,828           717,771
Laundry                                            306,016        295,948       304,826       313,971     2,080,901         3,301,662
Cleaning                                           612,032        591,896       609,653       627,942     4,161,802         6,603,324
Mini Bar COGS                                      215,496        221,961       221,961       221,961     1,331,765         2,213,144
 Total                                           1,549,000      1,530,505     1,576,420     1,623,713    10,782,439        17,062,078

Total Departmental Profit                        8,286,145      8,599,693     8,857,684     9,123,414    60,819,891        95,686,826

Total General & Administrative Expenses           456,400        470,092       484,195       498,721      3,322,707         5,232,115
Total Sales & Marketing                           177,000        182,310       187,779       193,413      1,288,605         2,029,107
Total Repairs & Maintenance                       575,284        592,543       610,319       628,628      4,188,213         6,594,987

Gross Operating Profit                           7,028,285      7,253,446     7,366,709     7,480,239    49,156,273        78,284,952

Property Taxes                                     375,000        386,250       397,838       409,773     2,730,095         4,298,955
Share of Rent                                    1,500,000      1,500,000     1,500,000     1,500,000    10,875,000        16,875,000
Insurance                                          150,000        154,500       159,135       163,909     1,092,038         1,719,582
Total Fixed Expenses                             2,025,000      2,040,750     2,056,973     2,073,682    14,697,132        22,893,537

NOI Before Reserves                              5,003,285      5,212,696     5,309,736     5,406,557    34,459,140        55,391,415

FF&E Reserve                                        49,176        101,302       208,682       322,414     2,864,093         3,545,667
Net Operating Income                             4,954,109      5,111,394     5,101,054     5,084,143    31,595,047        51,845,748
Branding Fee (3%)                                 295,054        303,906       313,023       322,414      2,148,070         3,382,467
Management Fee (7% of adjusted NOI)               370,980        386,111       393,391       400,669      2,613,054         4,164,205

NET INCOME                                       4,288,075      4,421,377     4,394,640     4,361,060    26,833,923        44,299,076

Rent Allocation to THE OUT NYC                   1,500,000      1,500,000     1,500,000     1,500,000    10,875,000        16,875,000

NET CASH FLOW TO THE OUT NYC                     5,788,075      5,921,377     5,894,640     5,861,060    37,708,923        61,174,076

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                                                              INVESTMENT MEMORANDUM
                                              FINANCIAL HIGHLIGHTS (CONSOLIDATED)

                                                                     THE xl DANCE – BAR
Operational Year                                                                        Year 1         Year 2         Year 3         Year 4       Years 5-10
XL DANCE BAR                             % Of Revenue   Per Night      Per RSF         2011           2012           2013           2014        2015-2020            TOTAL
Gross Sales                                       94%     23,333        700.00    7,000,000      7,210,000      7,426,300      7,649,089       50,961,766       80,247,155
Non Income Item                                    6%       1,389        41.67      416,726        429,228        442,105        455,368        3,033,874        4,777,302
Total Income                                     100%     24,722        741.67    7,416,726      7,639,228      7,868,405      8,104,457       53,995,640       85,024,457
                                                                                                                                                      -                -
Cost Of Goods Sold                                                                                                                                    -                -
Alchohol & Water                                                                                                                                      -                -
Alchohol & Water - Oak                            0%         (47)        (1.40)      (14,000)       (14,420)       (14,853)       (15,298)       (101,924)        (160,494)
Italian Wine                                      1%        (187)        (5.60)      (56,000)       (57,680)       (59,410)       (61,193)       (407,694)        (641,977)
Empire                                           10%      (2,352)       (70.56)     (705,600)      (726,768)      (748,571)      (771,028)     (5,136,946)      (8,088,913)
Soutghern                                         3%        (706)       (21.17)     (211,705)      (218,056)      (224,598)      (231,336)     (1,541,267)      (2,426,962)
Soda                                              1%        (189)        (5.68)      (56,817)       (58,521)       (60,277)       (62,085)       (413,638)        (651,338)
Beehive                                           1%        (327)        (9.81)      (98,089)      (101,032)      (104,063)      (107,185)       (714,115)      (1,124,484)
Beer                                              0%          (3)        (0.08)         (787)          (811)          (835)          (860)         (5,732)          (9,026)
Bud                                               2%        (402)       (12.06)     (120,562)      (124,179)      (127,904)      (131,741)       (877,722)      (1,382,109)
Manhattan                                         2%        (401)       (12.03)     (120,333)      (123,943)      (127,662)      (131,491)       (876,056)      (1,379,485)
Redbull                                           2%        (361)       (10.84)     (108,359)      (111,610)      (114,958)      (118,407)       (788,882)      (1,242,216)
Alchohol & Water - Other                          0%          (1)        (0.03)         (287)          (296)          (304)          (314)         (2,089)          (3,290)
Total Alcohol & Water                            20%      (4,975)      (149.25)   (1,492,540)    (1,537,316)    (1,583,435)    (1,630,938)    (10,866,065)     (17,110,294)
NY State Sales                                    8%      (1,925)       (57.75)     (577,500)      (630,236)      (649,143)      (668,618)     (4,454,640)      (6,980,138)
COGS                                             28%      (6,900)      (207.00)   (2,070,040)    (2,167,552)    (2,232,579)    (2,299,556)    (15,320,705)     (24,090,431)
Cash Flow From Sales                             72%      31,623        948.68     5,346,687      5,471,676      5,635,826      5,804,901      38,674,935       60,934,026

Dry Goods
Dry Goods - Travel                                0%          (7)        (0.20)      (2,000)        (2,060)        (2,122)        (2,185)         (14,561)         (22,928)
Hyco                                              0%         (77)        (2.30)     (23,000)       (23,690)       (24,401)       (25,133)        (167,446)        (263,669)
Dry Goods - Other                                -1%        (250)        (7.50)     (75,000)       (77,250)       (79,568)       (81,955)        (546,019)        (859,791)
Total Dry Goods                                  -1%        (333)       (10.00)    (100,000)      (103,000)      (106,090)      (109,273)        (728,025)      (1,146,388)

Nightly Operations
Entertainment & Staffing
Hourly                                           -7%      (1,667)       (50.00)     (500,000)      (515,000)      (530,450)      (546,364)     (3,640,126)      (5,731,940)
DJs                                              -4%      (1,083)       (32.50)     (325,000)      (334,750)      (344,793)      (355,136)     (2,366,082)      (3,725,761)
Performers                                       -3%        (833)       (25.00)     (250,000)      (257,500)      (265,225)      (273,182)     (1,820,063)      (2,865,970)
Door                                              0%          (6)        (0.19)       (1,850)        (1,906)        (1,963)        (2,022)        (13,468)         (21,208)
Security                                         -2%        (500)       (15.00)     (150,000)      (154,500)      (159,135)      (163,909)     (1,092,038)      (1,719,582)
Contest Winner                                    0%          (5)        (0.16)       (1,625)        (1,674)        (1,724)        (1,776)        (11,830)         (18,629)
Spotter                                           0%          (3)        (0.10)       (1,010)        (1,040)        (1,072)        (1,104)         (7,353)         (11,579)
Promotions                                       -3%        (833)       (25.00)     (250,000)      (257,500)      (265,225)      (273,182)     (1,820,063)      (2,865,970)
Returned Checks                                   0%         (12)        (0.35)       (3,468)        (3,572)        (3,679)        (3,789)        (25,245)         (39,752)
Other                                             1%         167          5.00        50,000         51,500         53,045         54,636         364,013          573,194
Total Other                                       0%         (39)        (1.18)      (11,801)       (12,155)       (12,519)       (12,895)        (85,913)        (135,283)
Total Operational Expenses                      -21%      (5,149)      (154.48)   (1,544,753)    (1,591,096)    (1,638,829)    (1,687,994)    (11,246,194)     (17,708,866)

Total Payroll Expenses                            -3%        (688)      (20.64)    (206,359)      (212,550)      (218,927)      (225,494)      (1,502,347)      (2,365,677)
Total Advertising                                 -5%      (1,243)      (37.28)    (372,784)      (383,967)      (395,486)      (407,351)      (2,713,959)      (4,273,547)
Total R/E Costs                                   -8%      (2,000)      (59.99)    (599,921)      (617,918)      (636,456)      (655,549)      (4,367,573)      (6,877,417)
Total Maintenance & Equipment                     -1%        (137)       (4.10)     (41,000)       (42,230)       (43,497)       (44,802)        (298,490)        (470,019)
Total Office & Administrative                     -2%        (414)      (12.42)    (124,200)      (127,926)      (131,764)      (135,717)        (904,207)      (1,423,814)
Total Misc                                       -1%         (314)       (9.42)     (94,176)       (97,001)       (99,911)      (102,909)        (685,626)      (1,079,624)
Total Taxes Licenses, Other                       -1%        (177)       (5.32)     (53,185)       (54,781)       (56,424)       (58,117)        (387,201)        (609,707)

TOTAL FIXED EXPENSES                             -3%        (625)       (18.74)   (1,491,625)    (1,536,373)    (1,582,465)    (1,629,939)    (10,859,404)     (17,099,805)
                                                                                                                                                      -                -
NET INCOME                                       31%      (1,604)       (48.11)   2,310,309      2,344,207      2,414,533      2,486,969       16,569,337       26,125,354

Draw against 40% Profit Split                                                       (500,000)      (500,000)      (500,000)      (500,000)     (2,500,000)      (5,000,000)
Profit Split to Operator/Partner (40%)                                                   -         (261,806)      (465,813)      (494,788)     (3,103,104)      (4,850,142)
Rent to THE OUT NYC                                                                  500,000        515,000        530,450        546,364       3,077,372        5,731,940

NET CASH FLOW TO THE OUT NYC                                                      2,310,309      2,097,401      1,979,170      2,038,545      14,043,605       22,007,152

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                                          THE OUT NYC – URBAN RESORT
                                                 INVESTMENT MEMORANDUM
                                          FINANCIAL HIGHLIGHTS (CONSOLIDATED)

                                         KITCHEN F&B OPERATIONS by “eatery NYC”

Operational Year                                      Year 1       Year 2       Year 3       Year 4     Years 5-10
KITCHEN by eatery                                     2011         2012         2013         2014     2015-2020             TOTAL

Breakfast                                           370,500      389,025      408,476      428,900     3,063,208         4,660,109
Lunch                                               629,850      661,343      694,410      729,130     5,207,453         7,922,186
Dinner                                            2,541,630    2,668,712    2,802,147    2,942,254    21,013,606        31,968,349
Brunch                                              607,620      638,001      669,901      703,396     5,023,661         7,642,579
Late Nite                                           435,708      457,493      480,368      504,386     3,602,332         5,480,288
Bar Sales                                           410,400      430,920      452,466      475,089     3,393,092         5,161,967
Roof Café - 50 seats/pool                           637,470      669,344      702,811      737,951     5,270,454         8,018,029
Room Service                                        326,074      342,377      359,496      377,471     2,695,901         4,101,319
Delivery and Take Out                               127,908      134,303      141,019      148,069     1,057,514         1,608,813
Catering                                          1,500,120    1,725,138    1,897,652    2,087,417    14,908,350        22,118,676
Total Sales                                       7,587,280    8,116,656    8,608,745    9,134,065    65,235,570        98,682,316

Cost of Goods Sold
Food                                              1,680,284    1,764,298    1,852,513    1,945,138    13,892,194        21,134,426
Beverage                                            397,187      417,046      437,899      459,793     3,283,849         4,995,774
Paper Goods                                          86,495       92,530       98,140      104,128       743,686         1,124,978
Restaurant Supplies                                  37,936       40,583       43,044       45,670       326,178           493,412
  Total COGS                                      2,201,902    2,314,457    2,431,595    2,554,730    18,245,906        27,748,590

Operating Expenses
Total Payroll Expense                             2,508,846    2,693,380    2,856,162    3,029,895    19,744,507        30,832,791
Total Occupancy Expense                             709,780      737,291      761,477      791,749     5,295,468         8,295,766
Total Selling Expense                               207,904      221,924      234,826      250,415     1,775,589         2,690,658
Total General & Admin Exp                           553,342      575,339      603,575      630,556     4,323,638         6,686,450
Total Operating Expenses                          6,181,774    6,542,392    6,887,635    7,257,345    49,385,109        76,254,256

Net Pre Tax Income                                1,405,506    1,574,264    1,721,110    1,876,720    15,850,461        22,428,060
                                                    18.52%       19.40%       19.99%       20.55%       144.96%           223.42%
Proposed Health Care Bill @ 8% of payroll           194,234      207,786      220,384      233,832     1,521,311         2,377,548
Less Current Health Ins Est                          36,000       48,000       50,400       52,920       377,955           565,275

NET INCOME                                        1,247,271    1,414,478    1,551,126    1,695,808    14,707,105        20,615,788

Draw against 30% Profit Share                      -125,000     -125,000     -125,000            0             0           -375,000
Profit Split to Operator/Partner (30%)                    0            0     -137,500     -508,742    -4,412,132         -5,058,374
Rent to THE OUT NYC                                 500,000      515,000      530,450      546,364     3,640,126          5,731,940

NET CASH FLOW TO THE OUT NYC                      1,622,271    1,804,478    1,819,076    1,733,429    13,935,100        20,914,354

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                               THE OUT NYC – URBAN RESORT
                                           INVESTMENT MEMORANDUM
                               FINANCIAL HIGHLIGHTS (CONSOLIDATED)

                                                  NICKEL spa for men
Operational Year                         Year 1             Year 2         Year 3         Year 4       Years 5-10
NICKEL spa for men                       2011               2012           2013           2014      2015-2020                TOTAL
Massage                              610,740            718,277        831,716        872,245       6,441,888             9,474,865
Body Wrap                            217,152            255,387        295,721        310,132       2,290,449             3,368,841
Spray-On Tan                         213,759            251,397        291,101        305,286       2,254,661             3,316,203
Nails                                213,759            251,397        291,101        305,286       2,254,661             3,316,203
Waxing                               407,160            478,851        554,477        581,497       4,294,592             6,316,577
Facials                              203,580            239,426        277,239        290,748       2,147,296             3,158,288
Hair                                 162,864            191,540        221,791        232,599       1,717,837             2,526,631
Total Service Revenue              2,029,014          2,386,275      2,763,145      2,897,793      21,401,382            31,477,609

Retail Revenue                       191,625            222,539        255,135        268,548       1,967,060             2,904,907
Day Pass Revenue                     155,034            195,171        237,576        244,703       1,881,144             2,713,628
Training Revenue                     288,000            357,192        417,463        447,941       3,281,086             4,791,683
Subtotal                       $     634,659 $          774,901 $      910,174 $      961,192 $     7,129,291 $         10,410,218

TOTAL REVENUE                  $   2,663,673 $        3,161,176 $    3,673,319 $    3,858,985 $    28,530,673 $         41,887,826

Massage                             (213,759)          (251,397)      (291,101)      (305,286)      (2,254,661)          (3,316,203)
Body Wrap                            (84,146)           (98,963)      (114,592)      (120,176)        (887,549)          (1,305,426)
Spray-On Tan                         (21,376)           (25,140)       (29,110)       (30,529)        (225,466)            (331,620)
Nails                                (72,271)           (84,996)       (98,420)      (103,216)        (762,290)          (1,121,192)
Waxing                              (144,542)          (169,992)      (196,839)      (206,431)      (1,524,580)          (2,242,385)
Facials                              (71,253)           (83,799)       (97,034)      (101,762)        (751,554)          (1,105,401)
Hair                                 (40,716)           (47,885)       (55,448)       (58,150)        (429,459)            (631,658)
Total Costs of Services             (434,304)          (510,775)      (591,442)      (620,263)      (4,580,898)          (6,737,682)

Costs Of Sales                      (201,431)          (243,019)      (281,796)      (300,023)      (2,197,612)          (3,223,881)
Retail Commision                      (5,749)            (6,676)        (7,654)        (8,056)         (59,012)             (87,147)
TOTAL RETAIL COSTS                  (207,180)          (249,695)      (289,450)      (308,079)      (2,256,624)          (3,311,029)

TOTAL G&A Before Salaries           (914,598)         (1,025,366)    (1,139,361)    (1,187,296)     (8,446,076)         (12,712,698)
STAFFING                                                                                                                        -
Spa Manager                         (100,000)          (103,000)      (106,090)      (109,273)        (728,025)          (1,146,388)
Reception                            (70,000)           (72,100)       (74,263)       (76,491)        (509,618)            (802,472)
Gym/Hammam Staff                     (75,000)           (77,250)       (79,568)       (81,955)        (546,019)            (859,791)
Total Staffing                      (245,000)          (252,350)      (259,921)      (267,718)      (1,783,662)          (2,808,650)
TOTAL EXPENSES                     (1,801,082)        (2,038,186)    (2,280,174)    (2,383,357)    (17,067,260)         (25,570,060)
Capital Expenditures                                    (50,000)       (75,000)      (100,000)       (600,000)             (825,000)
Branding Fee (3%)                    (79,910)           (94,835)      (110,200)      (115,770)        (855,920)          (1,256,635)
Management Fee (3%)                  (79,910)           (94,835)      (110,200)      (115,770)        (855,920)          (1,256,635)
TOTAL FEES                          (159,820)          (189,671)      (220,399)      (231,539)      (1,711,840)          (2,513,270)

NET INCOME                           702,770            933,320      1,172,746      1,244,088       9,751,573            13,804,497

Profit Split to Nickel (15%)              -                  -         (138,487)      (171,613)     (1,372,736)          (1,682,837)
Rent to THE OUT NYC                   300,000            307,500        315,188        323,067       2,115,260            3,361,015

NET CASH FLOW TO THE OUT NYC         1,002,770          1,240,820      1,349,446      1,395,542    10,494,097            15,482,675

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    PROPOSED 4th & 5th FLOOR

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                                        INVESTMENT MEMORANDUM


Mr. Reisner co-founded Parkview Developers with Mati Weiderpass in 2003. Parkview focuses on residential and
hotel development in New York City. Projects have included new construction developments, assemblages, and
owning and operating a NYC hotel and more. Previously, Mr. Reisner had a 15 year career on Wall Street with
Salomon Brothers and then with Bank of America where he was a Managing Director running a $200 million
derivatives business. Mr. Reisner was also the Vice President and Co-founder of Watch World International, a
nationwide chain of 119 specialty stores that was sold to Sunglass Hut International in June 2000. Watch World
was as much a real estate as it was a retail play. All 119 stores were planned, designed and constructed by Mr.
Reisner and Mr. Weiderpass.

Recently, Mr. Reisner and Mr. Weiderpass developed the 505 in the heart of Hell’s Kitchen, a sprawling condo
project that was 92% sold out in 16 weeks to local and global buyers.

Mr. Reisner and Mr. Weiderpass are also partners in Paris Commune, a West Village restaurant that has become
an institution for the gay and west village communities.


Mati Weiderpass co-founded Parkview Developers with Ian Reisner. Projects have included new construction
developments, assemblages, and owning and operating a NYC hotel and more. In 1994 Mati Weiderpass founded
and served as President, CEO and Chairman of a watch specialty retail concept called Watch World International
based in New York City. With three rounds of venture capital financing (from Travelers Insurance and a DLJ
Investment Fund) Mati Weiderpass expanded the concept to 119 locations nation-wide with $50 million in annual
sales. Mati Weiderpass has a Bachelor of Science in Engineering degree from Worcester Polytechnic Institute, an
MBA from IMD in Lausanne, Switzerland and a Masters of Science Degree in Real Estate Development form NYU.
In addition, Mr. Weiderpass served as a Captain in the US Army.

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                                          INVESTMENT MEMORANDUM

 Mr. Dominguez has worked with Mr. Reisner and Mr. Weiderpass on various condo, hotel, retail and residential
projects for the past 15 years. Since it's conception, Mr. Dominguez has worked with Parkview Developers on a
variety of projects including multiple luxury apartment renovations, combinations and gut rehabilitations, design
consulting for “THE 505”, a design proposal for a 500’ residential tower overlooking Central Park on CPS and most
recently the design of “FACTORY 5th Avenue," a hotel & condominium mixed use 58 story tower next to the
Empire State Building. In addition, Mr. Dominguez produced a complete design package for Watch World
International including the name, logo, graphics, photography, catalogue, architectural and interior design. The
specialty store chain grew to 119 locations, including Rockefeller Center and Trump Tower in New York City.

Mr. Dominguez received his Bachelor of Architecture degree from Cornell University, where he was recruited by
Gensler and Associates. He worked in their New York, San Francisco and Los Angeles offices. Projects included the
Cornell Club, a library/cafeteria building for the Horace Mann School, a retail master plan for the three airports in
New York City, the Stags' Leap Winery in Napa Valley, and a master plan for Marina del Rey in Los Angeles.

Mr. Dominguez left Gensler to join Patrice Llavador as a partner in his firm in the south of France where he
designed various large-scale residential projects. Since returning to the United States, Mr. Dominguez has
designed various projects, including condo and hotel towers in NYC, retail stores, townhouses in Boston,
penthouses in New York and a 13 acre estate in East Hampton where he designed a series of formal gardens as
well as the house, outbuildings and interiors.


Peter Auerbach is currently the Managing Director of Acquisitions and is responsible for the Acquisitions branch of
Property Resources Corporation (PRC). In this role, Mr. Auerbach leads the acquisition, forward asset strategy,
financing, and equity management of distressed and under-utilized residential properties in the New York region.
Previously, Mr. Auerbach was the Director of Financial Analysis for Grubb & Ellis’ New York region where he
oversaw a team of professionals who provided sophisticated financial analysis and formulated strategic real
estate solutions for complex client requirements. Mr. Auerbach graduated from Lehigh University with a degree in
Finance and a core in Accounting and Psychology. He was elected Student Body President, and was selected to
deliver the valedictory address at his graduation ceremony in front of 18,000 spectators.

Mr. Auerbach also works with AIPAC as the head of the young real estate leaders division, mentors inner-city high
school students on a weekly basis for Minds Matter, serves on the young leaders board of NAIOP, guest lectures
for the NYU Masters in Real Estate Program, and is a committee member and host of YJP.

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John Blair is the founder of John Blair promotions and has brought in crowds and success, to nearly every major
nightlife establishment in New York City for the past three decades, including tenure at high profile locales: The
Roxy, Limelight, Paladium, Twilo, Underground, and Splash. He has also been an owner/partner in multiple
successful nightlife, entertainment, and dining ventures in and around New York City, such as xl Bar, Avalon, and
JB Restaurants.

Filling a club seven nights a week takes diversity, planning and know how. The arsenal of promotions that will
come with John Blair to xl Dance-bar books New York City entertainment venues to capacity six out of seven
nights a week.

John Blair started his career at Studio 54 in the late 1980s and has continued to be a leader in his community and
industry for the past 30+ years. Beto Sutter is John Blair’s partner since 1990. Mr. Sutter and Mr. Blair started the
legendary Saturday nights at Roxy in 1990, which lasted for 16 years. Times have changed since John began his
career, and John has adapted seamlessly. By incorporating the internet, including Twitter, Facebook, and an
online mailing list of over 50,000 (all of which have hard addresses). Through his continued vision, charisma, and
constant awareness of style changes, John will take xl Dance-bar into the future with terrific success.


Nick Gavalas has over 30 years of experience as a general contractor and extensive experience in hotel
management. These two characteristics, enable him to provide expert guidance and consultation for his clients’
projects. He has provided construction and rehabilitation services to many of the major New York City hotels,
allowing to minimize their downtime while staying within budget and deadline criteria. Most importantly, these
criteria were met without sacrificing the attention to detail, which often seem to elude some of the general
contractors working today.

Mr. Gavalas’ portfolio contains many notable projects, some of the more recent include the following: The
Maritime Hotel (2001, 125 rooms) was a complete renovation of an existing shelter located in the dynamic meat
packing district of Manhattan. The Dream Hotel (2006, 268 rooms) required the addition of 5 stories above an
existing 10-story building. The hotel remained operational during the majority of the construction work. The Pod
Hotel (2007, 342 rooms) was an extensive reconstruction of the Pickwick Arms Hotel. The Best Western
Presidential Hotel (2009, 334 rooms), a project that Gavalis completely renovated in 1986, received upgraded
interiors and fixtures. Currently, Alpha is currently renovating a 5 story landmark building in Tribeca, adding a 2
story penthouse and ground floor retail spaces.
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Mr. Connolly is the managing partner of Midnight Hospitality Management Inc., the owners and operators of
Whym, Eatery, and the founders of the original Vynl Diner, all popular restaurants in Hell’s Kitchen.

Sean holds a Bachelor’s Degree in Hotel/Restaurant from Johnson & Wales University. Sean’s education afforded
him the pleasure of working at several different hotels in all aspects of operation. Upon moving to New York City,
Sean began what was to become a highly successful restaurant career.

Before forming Midnight Hospitality, Sean was General Manager of EJ’s Luncheonettes, where he was able to
grow a very successful restaurant chain with well known restaurateur Howie Levine (EJ’s Luncheonettes, Dock’s
Seafood Restaurants, and Angelo & Maxie’s Steakhouses and TAO Restaurant). Mr. Connoly also managed Angelo
& Maxie’s Steakhouse with co-owner Richard Wolf before starting out on his own with the opening of The Wrapp
Factory Restaurant, New York’s very first wrap style sandwich locale.

Opening Eatery Restaurant in 2000 proved Sean’s ability to design, create and successfully operate one on NYC’s
more popular restaurants. Not only is Eatery Restaurant the only restaurant credited by Rachel Ray in her
bestseller “30 Minute Meals” but also on her TV show and others. Eatery Restaurant consistently receives high
Citysearch Awards and Zagat ratings and has achieved revenues of nearly $5 million per annum.

In 2006 Sean opened WHYM restaurant on 9 avenue and 57th street which was quickly awarded “Best New
American” restaurant of 2006 by Citysearch. Also, Sean has varied restaurant consultant experience with his
partner through their company Midnight Hospitality Management Inc., all of which has readied him for the next
great chapter in life, operating the F&B Operations at THE OUT NYC.


Nicolas Ronco is the Founder and CEO of Yelo Spa. His successful and fulfilling experience in the business and
corporate world in the US, Europe and Asia led him consider the unmet needs of corporate “warriors” in major
urban centers. During his numerous trips to Asia, Nicolas noticed that long working hours, stress and pressure
were better tolerated by a work force that was accustomed to taking quick but recharging breaks during the day.
Yelo was born out of the observation that most people in the West also needed a refuge during their busy day in
order to recharge and be truly balanced and productive.

Mr. Ronco has over 15 years of experience in direct marketing, online marketing, sales and business development
in the entertainment, publishing and music software industries. Until recently, Nicolas was Vice President of
Business Development and International Sales and Marketing for MakeMusic! Inc. During his tenure in this
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leading and publicly traded (NASDAQ: MMUS) music software company, Nicolas successfully launched the
SmartMusic product line of music learning software. SmartMusic’s revenue has grown five times during his

From 1999 to 2001, Nicolas Ronco also served as Vice President Online Marketing and Regional Online Vice
President for Trader Classifieds Media, a $450 million publicly traded company on the French Stock Exchange.
During his tenure at Trader, his responsibilities included overseeing online advertising efforts, e-commerce
development and CRM implementation for classifieds ads services in 18 countries.

Prior to joining Trader Classifieds Media, Nicolas spent nine years with Time Warner direct marketing divisions in
New York. Nicolas had P&L responsibility over the CD and video product lines and he managed direct marketing
efforts to a customer database of 35 million active members and 120 million customers and prospects.

Nicolas holds a Bachelor of Science in Management from the University of Paris Dauphine and an MBA from the
City University of New York.

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