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Urban Resorts Development, L.P., is committed to a new concept

in placemaking that will forever change the way residents, visitors

and businesses in major metropolitan centers view life’s possibilities

surrounding them. The vision is a bold and powerful one — to blend

what is best about upscale multi-use developments in creating a new,

world-class paradigm in development — the urban resort.

◆ At a total of two million square feet,

the concept is designed to exceed

expectations with luxury accommodations,

residences and offices at the heart of

each planned project. Market-driven

amenities including a private club,

luxury spa, entertainment and meeting

facilities, vacation ownership options as

well as fine dining and retail offerings

will be woven in, as appropriate, to

complement the whole.

◆ While many of these are elements seen

in combination before, it is the synergy

among the elements, the interaction of

a variety of spaces within a stimulating

environment and, ultimately, a level

of service stemming from key strategic

partnering that will create long-term

market impact and interest in a given

development and its surrounding

neighborhood.

◆ This appeal will be used to launch

multiple projects in some of the most

affluent, dynamic cities in the world.

The first will be in Houston, with others

under consideration including Miami,

Atlanta, Boston, San Diego, London

and Berlin. Each is destined to become

the new urban icon in its chosen place.

THE VISION

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P R O J E C T E L E M E N T S

P R E S T I G I O U S R E S I D E N T I A L C O N D O M I N I U M S(AVERAGING 3,000 SQ. FT.) 220 UNITS

F I V E - S T A R , U L T R A - L U X U R Y H O T E L(285,000 SQ. FT.) 175 ROOMS AND SUITES

T H E C I T Y C L U B (35,000 SQ. FT.) 500-1000 MEMBERS

B O U T I Q U E O F F I C E S(65,000 SQ. FT.) 15-35 UNITS

E X E C U T I V E B U S I N E S S & M E E T I N G C E N T E R(10,000 SQ. FT.) 275 GUESTS

U P S C A L E R E T A I L S P A C E (60,000 SQ. FT.) BOUTIQUE SHOPS

E X Q U I S I T E R E S T A U R A N T S P A C E (60,000 SQ. FT.) 6 RESTAURANTS

U N I Q U E E N T E R T A I N M E N T V E N U E (40,000 SQ. FT.) LUXURY SCREENING ROOMS, GALLERIES, MUSEUMS

L U X U R Y S P A & W E L L N E S S R E S O R T(30,000 SQ. FT.) 250-500 SHARED MEMBERS (CLUB & HOTEL)

C U L I N A R Y A R T S C E N T E R(5,000 SQ. FT.) 5-10 PRIVATE DINING STUDIOS

C I R C U L A T I O N , P A R K I N G A N D L A N D S C A P I N G(700,000 SQ. FT.) 1700 PARKING SPACES

D I M E N S I O N S O F I N D I V I D U A L E L E M E N T S :

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D E V E L O P M E N T T I M E L I N E

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DESIGN & PERMITTING

DEMOLISH EXISTING STRUCTURE

UNDERGROUND PARKING & FOUNDATIONS

NORTH HOTEL/CONDOMINIUM TOWER

SOUTH CONDOMINIUM TOWER

ABOVE GRADE PARKING

OFFICE

RETAIL

LOW-RISE OCCUPANCY SOUTH CONDO TOWER

HOTEL GRAND OPENING

HIGH-RISE OCCUPANCY CONDOMINIUMS

2002 2003 2004 2005

D E V E L O P M E N T S C H E D U L E L O G I C

The timeline below represents projected key dates for the development in the Houston market. Design and permitting will

continue through early next year with construction expected to begin in spring 2003. The unique and simultaneous phasing

of this project allows accelerated early revenue streams on completed components, while others are still under construction.

For instance, lower office and retail units within the south tower will be open for occupancy prior to the 2004 holiday season,

while hotel and condominium units in the north tower are expected to be complete first quarter 2005. The overall completion

date for the entire project is projected for March 2005.

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F I N A N C I A L S U M M A R Y

F I N A N C I A L S U M M A R Y

10-YEAR PROJECTED PROJECTED REVENUE STREAM DEVELOPMENT COSTS

RESIDENTIAL CONDOMINIUMS $280 MILLION $189 MILLION

FIVE STAR ULTRA-LUXURY HOTEL 334 MILLION 73 MILLION

THE CITY CLUB 66 MILLION 16 MILLION

LUXURY SPA & WELLNESS RESORT 49 MILLION 11 MILLION

RETAIL AND ENTERTAINMENT 55 MILLION 21 MILLION

EXECUTIVE BUSINESS & MEETING CENTER 35 MILLION 11 MILLION

BOUTIQUE OFFICES 17 MILLION 9 MILLION

PARKING AND SECURITY 144 MILLION 23 MILLION

TOTAL $980 MILLION $353 MILLION

In order to express the true opportunity and value of investing in this new concept in upscale multi-

use development, Urban Resorts has developed a full-scale financial model based on solid assessments as to

the future costs and revenues when the project is implemented, sold and/or operated.

Below is a summary of the financial model prepared for this unique development including the

projections for the estimated development costs and 10-year revenue stream. Based on a conservative debt

leverage of only 50-60 percent, the project’s return on investment is expected to be in excess of 25 percent.

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THE TEAM

The development team of Urban Resorts Development, L.P., The Jerde Partnership International

and Rosewood Hotels & Resorts, along with their consultants, have the experience, the energy and the

power to create this newest archetype on the urban scene. Nowhere on the national or international

development arena exists such a strong collaboration of highly talented firms capable of ensuring the

creation of new urban destinations of choice that simultaneously offer the potential of long-term

profitability to their investors.

Through the creation of a separate entity, Luxury Partners, LLC, an outstanding investment

opportunity exists for those with the vision and boldness to commit to the next generation of urban

multi-use developments around the world.

URBAN RESORTS DEVELOPMENT, L.P.Spearheading project concept, development and management,

the Urban Resorts management team has more than 50 years

of combined experience in corporate real estate and capital

market activities including for Shell Oil Pension Trust and

Prudential Securities. The experience of the firm’s principals,

Fenner R. Weller, Jr. and Gene Duckworth, along with Robert

Bryant (formerly of Economics Research Associates, Omni

Hotels and Pannell Kerr Forster), and James Pancotti (former

legal counsel and tax advisor to Shell Oil) ensure that each

Urban Resort development is based on sound market-driven

positioning and profitability.

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THE JERDE PARTNERSHIP INTERNATIONAL, INC.Having received accolades worldwide for its unique ability to createhumanistic public places, The Jerde Partnership, founded by Jon Jerde in1977, is recognized as the leader in the art of "Place Making." The SouthernCalifornia-based urban planning and architectural firm currently is working in30 different countries on projects that create deliberate and interesting spacesand architecture that deliver on public expectations. Notable projects include Horton Plaza in San Diego, Bellagio and Treasure Island in Las Vegas, Canal City in Fukuoa, Japan, and Hollywood Marketplace in Los Angeles.

ROSEWOOD HOTELS & RESORTSThe highly acclaimed Rosewood Hotels & Resorts will serve as hotel managerfor this project. In 1979, Texas native Caroline Rose Hunt establishedRosewood Hotels & Resorts. Her vision was to create a collection of distinctiveproperties that reflected an operating philosophy called “a sense of place.”Each property embraces this concept through a celebration of its location,culture and history. This is the hallmark of the Rosewood legendary standard.In keeping with Rosewood’s tradition, this project will reflect the philosophythroughout the hotel, spa and City Club.

COMMARTS, INC.Based in Boulder, Colorado, the firm has developed a reputation since itsinception in 1973 as an expert in solving design problems for people-orientedspaces. The company strives to understand and convey the graphic, virtual and environmental subtleties of each development in a manner that isinnovative, effective and appropriate. Clients include AMC Theatres, GaylordEntertainment Company, Gerald Hines Interests, Simon Property Group, Mills Corporation, The Rouse Company, The Taubman Company and WaltDisney Imagineering.

HELLMUTH, OBATA + KASSABAUM (HOK)HOK, the second largest architectural firm in the world, believes as part of itscore values that the quality of life can be improved through design and thatincorporating sustainability into the design process is paramount andessential. The firm has a deep specialization in mixed-use development,including retail as an integral element, with more than 200 such projects toits credit. Specifically, it is with retail that HOK has consistently providedexpertise and stayed abreast of the latest developments in design worldwide.

T H E P R O J E C T T E A M

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T H E P R O J E C T T E A M

ECONOMICS RESEARCH ASSOCIATES (ERA)Having completed more than 14,000 consulting engagements worldwide, theCalifornia corporation has substantial experience in large-scale landdevelopment, destination resorts and hotels, mixed-use projects, as well asretail and university-related development. In the urban arena, the firm hasconducted numerous economic-based studies, long-range master plans andresearch involving growth and development policies. The firm is also a leaderin the development of urban entertainment centers. Clients include WaltDisney, Universal Studios, General Motors and Ben & Jerry’s.

E.E. REED/BEERS SKANSKAAs the general contractor, the combined resources and experience of E.E.Reed Construction, L.C., one of the largest general contractors in Texas, withBeers Skanska, one of the largest contractors in the United States, provides a strong blend of exceptional talent and reputation. Their mastery of thedesign/assist fast-track construction process and product experience sets them apart from competitors and their geographic diversification will serve as a tremendous asset to the team. As a member of the worldwide Skanska organization, BeersSkanska is able to offer clients unprecedentedservices and stability by partnering with any affiliatein the Skanska global network to assist clients

with international expansion and construction requirements. Notable projectsinclude The Mark condominiums in Houston, Centre at Post Oak in Houston,Bank of America Plaza in Atlanta, The Setai Resort and Residences in Miami,Centennial Olympic Park in Atlanta and Rowes Wharf I in Boston.

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A B O U T H O U S T O N

◆ Largest petrochemical center in the U.S.

◆ Second in U.S. projected cityemployment growth through 2025

◆ Largest international tonnage port in the nation

◆ Fourth largest city in the U.S., afterNew York, Los Angeles and Chicago

◆ Fourth largest in U.S. cities for foreign investment

◆ Home to the world’s largest medical and health care complex, the TexasMedical Center, treating 4.5 millionpatients annually

◆ Fourth largest nationally in top office markets

◆ One of the few U.S. markets outside New York and Los Angeles with world-renowned arts organizations spanningopera, ballet, theater, symphony andvisual arts

◆ A transportation network served by four interstates and, with three airports,the fourth largest multi-airport systemin the nation

◆ Two major convention centers, George R. Brown and Reliant Park, that accommodate more than 37million visitors to the city each year

Luxury Partners, LLC, has selected Houston, the fourth largest

city in the United States and one of the fastest growing in the nation,

to introduce its first urban resort development concept to the world.

Long known as the oil and gas capital of the world,

Houston has grown to become economically diverse over the last

decade. Industries such as biomedical services and research, aerospace

technology, international trade services, insurance and financial services

as well as information technology have contributed almost 90 percent

of the city’s job growth since 1989 and now account for more than

half of the city’s total employment. This economic diversity, along

with the continuing expansion and upgrades of transportation systems

and infrastructure bodes well for Houston’s future.

Houston is a city of promise. More importantly, it is a city

with a history of delivering on that promise through continuous efforts

by public and private institutions to attract new businesses, celebrate

cultural and economic diversity and offer a quality of life that is

unobtainable in most other metropolitan markets. It is an ideal setting

for a revolutionary new concept in urban development.

H O U S T O N H I G H L I G H T S

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A B O U T U P T O W N H O U S T O N

U P T O W N H O U S T O N

Uptown Houston is an urban community of exceptional beauty,

sophistication and international prominence in the heart of Houston.

Anchored by the beautifully-appointed Post Oak Boulevard, it is the

home of a thriving business district, acclaimed retail activity including

The Galleria, many of Houston’s finest hotels and restaurants and the

most prominent residential neighborhoods.

Uptown Houston is located five miles from the central

business district and within a 15-minute drive to the city’s major

employment centers, the Texas Medical Center as well as tourist and

arts attractions and centers of higher education. Comparable in feel

to New York’s Fifth Avenue or Chicago’s Magnificent Mile, it is an

urban area that creates its own energy and will provide the ideal

setting for this new concept in placemaking.

U P T O W N H I G H L I G H T S

◆ Houston’s leading retail market with more than five million square feet of retail space

◆ One of the top 15 business districts in the nation, with 23.6 million squarefeet of office space

◆ The premier hotel district in Houston, with 26 hotels and 6,200 rooms,accounting for 25 percent of the city’slodging revenue

◆ A sought-after residential market, with approximately $457 million inconstruction valuation for single-familyand approximately $261 million invaluation for multi-family permits

◆ Per capita income of $57,120, higherthan most affluent neighborhoodsnationwide

◆ Uptown Houston generated $248.1million in local and state governmentaltaxes in 2000

◆ Planned and funded infrastructure andmobility improvements, including a $235 million local street program that will dramatically increase mobility within the area

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A B O U T T H E P R O J E C T

RivaPlace will raise the standards in urban living. The serenity and life that water provides

binds the public areas into a refreshing, exciting place to gather in Houston. RivaPlace is the city’s new

address for style, business and leisure. From its luxury condominiums, vibrant shops, restaurants, and

entertainment to its premier City Club, RivaPlace creates a new standard for living smart and living well.

In the middle of things certainly, but quietly removed. At RivaPlace, an exquisitely appointed hotel

combined with boutique office space creates an entirely new way to envision life, work and play in

balance, in the center of Uptown Houston, one of the world’s great urban settings.

needs something...

W O R L D - C L A S S A R C H I T E C T U R E & D E S I G N

As conceived by The Jerde Partnership, RivaPlace will make

a bold statement of its own yet complement the world-class architecture

that defines Houston. It will transform Post Oak Boulevard from a

predominantly vehicular street into an entertainment and cultural

catalyst, thereby becoming the centerpiece for the entire neighborhood.

By blending classical design in a warm palate of colors

with the contemporary, clean look that Uptown Houston is known for,

RivaPlace will be marked by an air of casual sophistication and an

undeniable sense of place. Twin cast stone and glass towers, one

the hotel and the other condominiums, will pierce the sky and be

fastened at the street level by an inclined, semi-circular one way

avenue, Crescent Drive, onto which upscale shops, restaurants and

entertainment venues will face.

The tilting plane of the thoroughfare offers a dynamic visual

experience, allowing for varied pedestrian and vehicular entrances,

fountains and landscaping, and below-ground parking as well as

a central courtyard. The change in elevation also affords the hotel’s

porte cochere to become the centerpiece of the project. A covered

arcade will reinforce the arc of the entry drive and add elegance to

the entire complex. Buildings of various types and heights, trellises,

signage and graphics will further stimulate the functionality, as well

as the form, of this memorable city within a city.

A B O U T T H E P R O J E C T

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P L A N O N E

◆ High-end shopping, restaurants,

trellised gardens, outdoor cafes

and fountains face Post Oak

Boulevard

◆ The project transforms

environment from primarily

vehicular to pedestrian-leisure

◆ Easy access to shops and

restaurants from parking

◆ Parking creates an architectural

topography for the climbing

circulation

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T H E P L A N S

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P L A N T W O

◆ Drop-off areas for restaurant

valet and cinema

◆ Trellised courtyard garden for

performances, open markets,

outdoor restaurants, and other

community events

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T H E P L A N S

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T H E P L A N S

3

P L A N T H R E E

◆ The Rosewood hotel porte

cochere marks the architectural

climax for the project

◆ Entertainment, shopping,

residential lobby, and

restaurants are accessible

from both the semi-circular

drive and the parking area

◆ Second level offices overlook

Post Oak Boulevard and the

trellised courtyard

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P L A N F O U R

◆ Day spa and City Club are

accessible from the hotel

and residential towers

◆ Terraced gardens for relaxation

and social events

◆ Secure, private parking easily

accessible to the residential

towers, day spa and City Club

T H E P L A N S

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P L A N F I V E

◆ Rosewood’s hotel and

residential towers create an

identity for the entire project

◆ The towers command distant

views of Houston as well as

views of the project’s terracing

gardens, trellises, outdoor

cafes, courtyard events, pools

and fountains

T H E P L A N S

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R I V A P L A C E

T O T A L A R E A T A B U L A T I O N

(IN SQUARE FEET)

Residential . . . . . . . . . . . 703,515

Hotel . . . . . . . . . . . . . . . 255,498

Hotel Back of House . . . . . . 30,680

City Club . . . . . . . . . . . . . . 35,474

Office . . . . . . . . . . . . . . . . 65,427

Retail/Restaurant . . . . . . . 123,544

Theater . . . . . . . . . . . . . . . 30,308

Spa . . . . . . . . . . . . . . . . . 27,349

Parking . . . . . . . . . . . . . . 708,884

Service Dock . . . . . . . . . . . 15,427

T O T A L : 1,996,086

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P R O J E C T D E T A I L S

P R E S T I G I O U S R E S I D E N T I A L C O N D O M I N I U M S

Uptown Houston boasts one of the most significant appreciations in home values in Houston, driven by

increasing demand for homes close to major employment centers and retail amenities. This trend, especially

among high-rise properties, is on the upswing, with several new residential projects currently underway in

the neighborhood.

According to American Metro/Study Corporation, RivaPlace will benefit from these planned luxury

residences. In fact, the development could sustain:

◆ Sales pricing of $350 to $475 per square foot, with units ranging from 2,400 to 3,600 square feet;

◆ Penthouse unit sales of $500 to $550 per square foot; and

◆ Annual absorption rates of 50 to 60 units.

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Housed within the two towers, the 220 units of RivaPlace,

a mix of two-, three- and four-bedroom spacious homes configured to

suit residents’ preferences, will have views of Houston’s skyline and the

resort property’s beautifully landscaped gardens. Serviced by Rosewood

Hotels & Resorts, residents will have round-the-clock access to five-star

hotel facilities and services including housekeeping, laundry and room

service, as well as experienced multi-lingual concierges, doormen,

security and valet parking.

Residing in elegance with the convenience of top-level services

24 hours a day, upscale shopping and dining within the complex and

membership options in the region’s finest club and spa, will create

a remarkable incentive for Houston’s most prominent individuals and

companies to consider RivaPlace as the “place to be.”

E S T I M A T E D U N I T P R I C E

Unit % Units Number Size (SF) of Total Price/SF

2 BR 60 2,400 27% $350

2 BR 60 3,000 27% $365

3 BR 65 3,600 30% $400

4 BR + 35 4,200 16% $475

Total/Average 220 3,200 100% $400

P R O J E C T D E T A I L S

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F I V E - S T A R , U L T R A - L U X U R Y H O T E L

In a city that attracts more than 37 million visitors annually, exclusive

hotels, surprisingly, are at a premium. Many of those rooms, are located

in Uptown. However, lack of available land makes it highly unlikely that

many new hotels will be built in the neighborhood.

It is expected that the hotel at RivaPlace will be successful

in capturing existing demand from current competitors and creating

new demand. Under the Rosewood’s strong management, a stabilized

occupancy of 71 percent is projected for 2006. The hotel is projected to

obtain an average daily rate of $371 in its second year of operation.

In keeping with the Rosewood tradition, the hotel will become

internationally acclaimed for its superior service and distinctive design.

Featuring exquisite furnishings and fixtures in 175 oversized rooms,

including 53 suites, the upper levels will contain approximately 100

condominium units, all of which, along with those in the adjacent

tower, are for sale.

Guest rooms will cater to high-end corporate guests and

weekend leisure travelers with a full array of amenities and personalized

services. To continue Rosewood’s legacy of fine dining, a 135-seat

restaurant will undoubtedly rank among Texas’ finest. In-room dining

and catering will be available 24 hours a day.

2P R O J E C T E D H O T E L

O C C U P A N C Y & R A T E

YEAR OCCUPANCY RATE2

2004 65% $350

2005 68% $371

20061 71% $390

1 Stabilized year of operations2 In constant 2000 dollars

P R O J E C T D E T A I L S

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T H E C I T Y C L U B

Club membership is key to the overall marketing initiative and success

of RivaPlace as a whole. As a vital component, it will allow members

of one city location to use the facilities and services in all other cities in

which the club is represented.

Modeled after Rosewood’s venerable Crescent Club in Dallas,

The City Club will be reminiscent of the renowned, private clubs of 19th

century Europe and will be viewed as the best club in the city and region

it serves. Members and guests will enjoy the finest privileges, dining

and meeting facilities, amenities and unprecedented service within the

surroundings of exotic woods, handcarved marble and stone, as well as

subtle lighting, fresh flowers and delicate linens.

Complete state-of-the-art health and fitness equipment and

training will be available. An indoor swimming pool, steam and sauna

facilities for men and women, a running track and recreational facilities,

such as indoor tennis, squash, racquetball and basketball courts, will be

available on premises.

With an expected membership of approximately 500-1000

affluent individuals and families, use of all facilities will be restricted

to members and, under certain circumstances, to hotel guests and tenants

of the complex. An initiation fee will be charged and membership will be

incumbent upon payment of annual dues.

P R O J E C T D E T A I L S

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B O U T I Q U E O F F I C E S

Known as an international center for commerce, Houston has the fourth largest

business district in the U.S. and was recently ranked nationally as the city with

the second highest number of Fortune 500 companies. Therefore, Houston sets

the stage for continued economic growth and as an ideal place to locate an office.

Geared to cater to key decision makers, board members and Fortune

100 companies, the boutique offices at the RivaPlace will provide the privacy,

security, comfort, elegance and convenience that its tenants desire. In addition,

the unique combination of residential condominiums, offices and retail options

will make working and living at RivaPlace convenient and desirable to many.

It will encompass a total of approximately 65,000 square feet of office space at

an average of about $50 per square foot. The tower will host anywhere from

15 to 35 units with office space ranging from 2,000 to 5,000 square feet.

All facilities will feature access to technologically advanced services, as

well as being armed with the highest security and safety applications available.

Tenants and employees will have access to the executive business and meeting

center and the nearby parking facility as well as valet parking services. RivaPlace’s

highly professional management staff will always emphasize a strong concern for

and commitment to the happiness and security of its tenants.

Located along one of Houston’s most celebrated streets, Post Oak

Boulevard, the offices at RivaPlace will be considered “the place to be” because

of its close proximity to hundreds of shopping, dining and hotel destinations.

In addition, its unique central location will provide convenient access for clients

and business travelers to major freeways, other business centers and both of

Houston’s major airports.

P R O J E C T D E T A I L S

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P R O J E C T D E T A I L S

E X E C U T I V E B U S I N E S S & M E E T I N G C E N T E R

In addition to a fully equipped business center within the hotel itself, fifteen of

its rooms will be executive suites and meeting rooms specially designed to meet

the needs of international business travelers and key decision makers. Each

room will be oversized with proper lighting and acoustics and feature a small

office-like area with a fax machine, computer, Internet service and phone

system. With a built-in meeting room and the latest in technological and audio

visual capabilities, it will serve as a self-contained learning and meeting

environment for the executive and his/her counterparts that is private, highly

secure, quiet, comfortable and elegantly appointed.

The hotel also will feature approximately 10,000 square feet of

additional meeting space with a 2,700-square-foot executive meeting area for

larger, private gatherings of 30 to 50 people. While smaller in scale than what

is currently available in the market, the configuration of executive business

suites and meeting rooms will be specified by market demand and staffed by

the highest-quality personnel available.

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U P S C A L E R E T A I L S P A C E

With an international mix of sophistication, style and elegance, Uptown

Houston is a world-renowned center for retail. Its success as a shopper’s

fashion paradise is attributed not only to the high quality and diversity

of its retail mix but also to the spending power of its visitors. RivaPlace

will reinforce this legacy with the addition of upscale boutiques, spanning

more than 60,000 square feet. Based on the commitments of various

internationally recognized retailers, RivaPlace’s marketplace will feature

retailers such as Hermes, Chanel, Prada, Cartier and Gianni Versace.

Each retail store within the complex will be built to purpose

for each tenant, ranging from 4,500 to 9,000 square feet per store,

and will lease at an average of $34 per square foot*, which at stabilization

is at or above the highest rates in the area.

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P R O J E C T D E T A I L S

*Base rent upon which a negotiated percent of gross revenues would be applied.

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E X Q U I S I T E R E S T A U R A N T S P A C E

Uptown Houston is the premier dining and entertainment area of

Houston. It offers a variety of casual, fine and family dining to meet

a wide variety of tastes and interests. To top off this tradition,

RivaPlace will feature six of the most exquisite and delectable dining

the region has ever experienced. Possible well-known restaurateurs

might include Emeril’s and Wolfgang Puck’s Spago.

Hotel guests, residents and executives will be able to savor

the convenience of starting off their day or evening with the finest

cuisine at a trendy and upscale restaurant, a charming bistro, an

outdoor cafe or simply at the corner coffee shop, which are all just

a step away.

Restaurant space within the marketplace will be built to

purpose for each tenant, ranging from 6,500 to 12,000 square feet

per unit, and will lease at an average of $32 per square foot.*

U N I Q U E E N T E R T A I N M E N T V E N U E

Houston is one of the few markets outside New York and Los Angeles

with world-renowned art organizations. However, the majority of these

activities and venues are located in other parts of the city. With more

than 40,000 square feet of planned entertainment space, RivaPlace

will help bring the arts to Uptown. The complex might encompass

a regional or national art gallery or luxury screening rooms, or serve

as a small theatrical arts venue.

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P R O J E C T D E T A I L S

*Base rent upon which a negotiated percent of gross revenues would be applied.

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L U X U R Y S P A & W E L L N E S S R E S O R T

With a focus on treatments designed to maximize strength, appearance,

mental acuity and spiritual balance, the spa & wellness resort at

RivaPlace will truly personify the urban retreat concept of the project.

Discreetly situated within the complex, the 30,000-square-foot facility

will spare no detail in providing a proven regimen to body health. This

luxury resort will be a serene escape from the everyday worries of the

city, offering a wide variety of service and activities to pamper and relax

its guests as never before. In addition, expert trainers will oversee

personal workouts and instruct dance, aerobics and yoga.

Available to members of the community for an initiation

and annual membership fees, participation will be extended to hotel

guests at appropriate daily, monthly or annual rates. Spa services,

offered in conjunction with the hotel, will be priced and packaged

based on specific purposes, such as weight loss, dietary considerations

and fitness features. Another favorite amenity will be the Spa Café,

featuring a full array of healthy alternatives.

P R O J E C T D E T A I L S

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P R O J E C T D E T A I L S

C U L I N A R Y A R T S C E N T E R

In a city well known for its great love of food and its broad array of exquisite and

original dining options, a strong focal point of RivaPlace will be food – whether it

is an upscale restaurant within the open marketplace or Rosewood’s 135-seat fine

dining establishment.

To create a truly unique sense of place and reinforce the importance of

the finest cuisine, Urban Resorts, in partnership with Rosewood Hotels and

Resorts and a world-renowned culinary learning institution, will set the standard

for higher-end food in Houston with the development of the Culinary Arts Center.

Food enthusiasts and students looking to advance their skills will travel

from all over the world just for the weekend or for a longer, more intense session

to learn the art of fine dining as well as how to prepare the finest cuisine, taught

by signature, nationally renowned chef instructors. The center also will be known

for cultivating new talent within the culinary arts by hiring top students graduating

from other established institutions and providing them with opportunities within

RivaPlace to share and flourish their talents.

The 5,000-square-foot center will be designed to meet the needs of its

students and chefs with five to 10 private dining studios. Each studio will include

a kitchen with leading-edge technology and an adjacent dining area/classroom.

The center’s programs will be based on a hands-on approach to experiencing and

learning the culinary arts.

The high standards set forth by the Culinary Arts Center will carry

through to all of the other aspects of RivaPlace, making it a haven for the very

best in food and dining in the region.

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P R O J E C T E D C A S H F L O W & R E T U R N S

R I V A P L A C E P R O J E C T F I N A N C I A L S U M M A R Y

(In Thousands of US Dollars)

INFLATION INDEX 3.0% 1 1.03 1.06 1.09 1.13 1.16 1.19 1.23 1.27 1.30 1.34 1.43 1.43TIMELINE -2 -1 1 2 3 4 5 6 7 8 9 10 11

R E V E N U EHotel $0 $0 $22,320 $24,752 $27,167 $28,609 $30,153 $31,057 $31,989 $32,949 $33,937 $34,955 $36,004 Condominium $0 $0 $97,425 $87,450 $55,125 $39,525 $0 $0 $0 $0 $0 $0 $0 City Club $0 $0 $5,027 $5,511 $5,553 $5,998 $5,760 $5,933 $6,111 $6,294 $6,483 $6,677 $6,878 Spa and Wellness $0 $0 $3,617 $4,135 $4,681 $4,097 $4,220 $4,346 $4,477 $4,611 $4,749 $4,892 $5,039 Retail and Entertainment $0 $0 $4,961 $4,961 $4,961 $4,961 $4,961 $4,961 $4,961 $4,961 $4,961 $4,961 $4,961 Executive Business and Meeting Center $0 $0 $2,002 $2,234 $2,478 $2,661 $2,848 $2,933 $3,112 $3,400 $3,827 $4,437 $5,298 Boutique Offices $1,584 $1,584 $1,584 $1,584 $1,584 $1,584 $1,584 $1,584 $1,584 $1,584 $1,584Parking and Security $0 $0 $6,707 $8,795 $11,323 $13,218 $13,614 $14,023 $14,444 $14,877 $15,323 $15,783 $16,256

TOTAL REVENUE $0 $0 $143,643 $139,421 $112,872 $100,652 $63,139 $64,837 $66,676 $68,675 $70,864 $73,288 $76,019

C O S T O F G O O D S S O L DHotel $0 $10,604 $11,759 $12,906 $13,206 $13,919 $14,336 $14,766 $15,209 $15,666 $16,136 $16,620 Total Cost of Goods Sold $0 $10,604 $11,759 $12,906 $13,206 $13,919 $14,336 $14,766 $15,209 $15,666 $16,136 $16,620

O P E R A T I N G & F I X E D C O S T SHotel $0 $17,300 $19,184 $21,056 $20,931 $22,060 $22,722 $23,403 $24,106 $24,829 $25,574 $26,341 Condominium $0 $15,026 $8,749 $5,516 $3,956 $4 $4 $4 $4 $5 $5 $0 City Club $0 $3,794 $3,972 $4,067 $4,242 $4,290 $4,419 $4,551 $4,688 $4,828 $4,973 $5,122 Spa and Wellness $0 $1,979 $2,313 $2,665 $2,745 $2,827 $2,912 $2,999 $3,089 $3,182 $3,278 $3,376 Retail and Entertainment $0 $1,439 $1,439 $1,439 $1,439 $1,439 $1,439 $1,439 $1,439 $1,439 $1,439 $1,439 Executive Business and Meeting Center $0 $1,413 $1,576 $1,749 $1,760 $1,883 $1,940 $2,058 $2,249 $2,531 $2,934 $3,503Boutique Offices $0 $214 $214 $214 $214 $214 $214 $214 $214 $214 $214 $214Parking and Security $0 $5,701 $7,475 $9,625 $11,235 $11,572 $11,919 $12,277 $12,645 $13,025 $13,415 $13,818

TOTAL OPERATING FIXED COSTS $0 $46,865 $44,921 $46,331 $46,522 $44,290 $45,569 $46,946 $48,434 $50,052 $51,831 $53,813

N E T O P E R A T I N G I N C O M EHotel $0 $0 $5,021 $5,568 $6,111 $7,679 $8,093 $8,336 $8,586 $8,843 $9,109 $9,382 Condominium $0 $0 $82,399 $78,701 $49,609 $35,569 ($4) ($4) ($4) ($4) ($5) ($5)City Club $0 $0 $1,233 $1,540 $1,486 $1,756 $1,470 $1,514 $1,559 $1,606 $1,654 $1,704 Spa and Wellness $0 $0 $1,638 $1,822 $2,016 $1,352 $1,393 $1,434 $1,477 $1,522 $1,567 $1,614 Retail and Entertainment $0 $0 $3,953 $3,953 $3,953 $3,953 $3,953 $3,953 $3,953 $3,953 $3,953 $3,953 Executive Business and Meeting Center $0 $0 $589 $657 $729 $901 $964 $993 $1,054 $1,152 $1,296 $1,503 Boutique Offices $0 $0 $1,278 $1,278 $1,278 $1,278 $1,278 $1,278 $1,278 $1,278 $1,278 $1,278 Parking and Security $0 $0 $1,006 $1,319 $1,698 $1,983 $2,042 $2,103 $2,167 $2,232 $2,298 $2,367

TOTAL NET OPERATING INCOME $0 $0 $97,117 $94,839 $66,881 $54,470 $19,189 $19,608 $20,070 $20,581 $21,151 $21,797

C A S H F L O W S — A F T E R C A P I T A L E X P E N D I T U R E , D E B T S E R V I C E & R E V E R S I O N )Hotel $0 ($29,072) ($334) $152 $635 $2,166 $2,542 $2,762 $2,989 $3,223 $3,463 $67,962 Condominium $0 ($28,034) $48,809 $52,949 $21,616 $18,360 ($17,212) ($4) ($4) ($4) ($5) ($5)City Club $0 ($6,457) $42 $337 $282 $540 $261 $300 $341 $383 $427 $10,839 Spa and Wellness $0 ($4,387) $824 $995 $1,175 $526 $563 $602 $642 $683 $725 $12,506 Retail and Entertainment $0 ($8,537) $2,446 $2,446 $2,446 $2,446 $2,446 $2,446 $2,446 $2,446 $2,446 $32,449 Executive Business and Meeting Center $0 ($4,468) ($198) ($136) ($70) $97 $156 $183 $239 $329 $463 $13,613 Boutique Offices $0 ($3,637) $646 $646 $646 $646 $646 $646 $646 $646 $646 $2,457 Parking and Security $0 ($9,290) ($669) ($401) ($75) $169 $14,270 $273 $327 $383 $440 $499 Total Cash Flow $0 ($93,880) $51,565 $56,988 $26,655 $24,951 $3,672 $7,208 $7,625 $8,088 $8,605 $140,320

TOTAL CUMULATIVE CASH FLOW $0 ($93,880) ($42,315) $14,673 $41,328 $66,279 $69,951 $77,158 $84,783 $92,871 $101,477 $241,797

R E T U R N O N P R O J E C T E L E M E N T SDEVELOPMENT COSTS IRR

Hotel $72,680 13%Condominium $188,530 160%City Club $16,141 9%Spa and Wellness $10,967 24%Retail and Entertainment $21,341 34%Executive Business and Meeting Center $11,170 ($767)Boutique Offices $9,092 15%Parking and Security $23,225 9%

COMPLETE PROJECT $353,146 38%

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T H E O P P O R T U N I T Y

One secret of success in life

is for a man to be

ready for his opportunity

when it comes.

— BENJAMIN DISRAELI

“

”Luxury Partners, LLP offers the opportunity

to invest in a breakthrough urban development concept that anticipates a more than 25 percent rate of return

from its initial $353 million project.

The vision and boldness of the initiative are inherent.The project team, with impeccable credentials, is in place.

The market analysis and financial projections tell the real story.

Thank you for your consideration.