8. A SIGNATURE PROJECT

Serenity Point

A premier gated mountain community developed for the very discerning client requiring breathtaking views, privacy, security, serenity and gracious living and easy access to "civilization". There are 9 35-acre (min.) finished lots and a "Preserve" planned on 3 mountain tops, developed for ultra high-end custom-only estate (residential home design) resulting from a world-wide competition and supervised by architects John Buss or NMN Design; Club House and Gate House (for private horse quarters) planned.

Size

The community will eventually be situated on 500+ acres, which include about seven (7) miles of mountain road, a private, secured entrance.

Phases

Phase 1: Initial land acquired, road and sites developed Year 1
Phase 2: Nine (9) 35-acre parcels developed Year 1 & 2
Phase 3: Four (4) custom estates commenced Year 2
Phase 4: Five (5) custom estates commenced Year 3

Location

Demo site in Taos, NM; Serenity Point Community site in Colorado mountains is "undisclosed".

Project Term

36 months approximately

Source of Funds

Offering Memorandum - Preferred Member Interests	$	7,500,000
As Is Land (only) Sales at 2004 prices	$	10,828,630
Nine (9) Buyers' share of site/parcel development	$	8,457,200
Custom Estate Sales: 9 @ $15.0M (starting price)	$	135,000,000
with price increases at 7.9%	$	145,716,890

Use of Funds

Sales Contract

The "sales contract" includes three main payments and incremental cash draw schedule. Numbers 1 and 2 are paid at closing.

Funding

Investors' $7.5M equity in cash earns 12% ownership in Company and project as a "Preferred Member" of the LLC. Up to 25% secured return over the project's 3- year schedule (sooner per sales closings), plus an equity "kicker" at the conclusion of the project.

Approach

Investor advances $7.5M for initial land purchase and initial site improvements. 100% of proceeds of "Land Purchase Price" is distributed to Preferred Members until capital contributions and the preferred interest of 8.3% per annum (cumulative) is fully refunded to the Preferred Members. It is estimated that this will be about 6 land sales contracts, or within approximately 18 to 24 months.

Income

Preliminary estimates for the 9 custom built estates indicate a minimum pre-tax profits of about $34.0M at project's completion, after debt, costs, disbursement of capital contribution and preferred interest to Preferred Member, based only on a $15.0M minimum base price which the Company believes will actually be in a range because of certain pre-sales activities, as well as amenities, security, safety and energy option packages. The "demo" custom estate in Taos, New Mexico is currently priced at $14.9M turnkey price to a "spec" buyer.

Phase 1 Specs

An innovative, world-class design supervised and disclosed to buyer's only. Features will include many options and amenities suited to the ultra high end buyer and described, preliminarily, in the Company's Marketing Kit prepared for the custom estate buyer.

Status

Purchase agreements on the initial land parcel approximating 400+ acres is in counter-offer negotiations. Land planning and engineering has nearly finished. Site development can begin almost immediately upon acquisition closing. Construction of first two estates can commence within about 26 weeks after water wells are permitted and constructed in the first year. Almost 7 miles of mountain roads and pathways currently exist. Site master planned. Company has 2 land contracts in pre-sales contract negotiations, and is actively negotiating a "spec" estate as the initial construction model.

Return

An 8.3% per annum preferred cumulative interest rate to the Preferred Member investor, plus, a pro rata interest in the Company's net profit at the conclusion of the project.

Investment Security

An extra measure of protection for the Preferred Member's capital contribution is put into place generally prior to using 97.5% of invested funds. This technique is intended to guard the principal (capital contribution) regardless of the project disposition.

Tax Aspect

Under pass-through principles of "partnership taxation", the Company expects to be deemed, for tax purposes, to be a "dealer" in real property (one who holds real estate primarily for sale to customers in the ordinary course of business). Accordingly, any gain recognized up on a sale of such property would be taxable as ordinary income, rather than capital gain.