MEMBERSHIP PLAN OVERVIEW

The Premier Club at Carmel Valley Ranch (the "Club") is nestled in the pristine foothills of the Santa Lucia Mountains, on the sunniest side of the Monterey Peninsula. The Club is over 400 acres of elite golf and tennis recreational amenities bursting with Northern California's natural beauty. Highlights of the membership program being offered at the Club follow.

· Club Facilities. The Club Facilities include an 18 hole championship golf course designed by Pete Dye, driving range, putting greens, chipping practice area, golf clubhouse with a golf pro shop, a world class tennis complex, featuring 12 tennis courts (one of which may be converted into a sports court), a courtside café and separate tennis clubhouse with a tennis pro shop, fitness room and state of the art fitness equipment, swimming pool facilities, men's and ladies locker rooms, 3 restaurants serving everything from light fare to fine coastal ranch cuisine, and banquet and meeting facilities.

· Membership Categories and Number of Memberships. The Club will offer 350 Premier Golf Memberships, 50 Senior Premier Golf Memberships and unlimited Premier Memberships.

· Membership Privileges.

Premier Golf Members.

May use all of the Club Facilities as follows:

· Golf	No greens fee, pays cart fee or annual cart plan, 14-day advance sign-up
· Tennis	No court fee, 7-day advance sign-up
· Fitness	Complimentary

Senior Premier Golf Members. (Must be a member of the Club for 8 years or more and at least 75 years of age or older.)

May use all of the Club Facilities as follows:

· Golf	No greens fee, pays cart fee or annual cart plan, 14-day advance sign-up
· Tennis	No court fee, 7-day advance sign-up
· Fitness	Complimentary

Premier Members.

May use all of the Club Facilities as follows:

· Golf	Pays Premier Member greens fee, pays cart fee, 7-day advance sign-up
· Tennis	No court fee, 7-day advance sign-up
· Fitness	Complimentary

·

Immediate Family Privileges. A member and if he or she has a Family Membership his or her family shall be entitled to use of the Club Facilities. "Family" shall include the member, his or her spouse or significant other and their unmarried children, under the age of 23.

· Concierge. A concierge service will be available which will enable members to arrange for a variety of personal services and business assistance.

· Preferred Pricing. Members are entitled to receive a 10% discount on food and beverage purchases at dining facilities and on retail merchandise at the golf pro shop and tennis pro shop and at the resort gift shop.

· Charging Privileges. Members are entitled to charge privileges.

· Hotel Accommodations. Members may reserve rooms at the Carmel Valley Ranch Resort, a 144 room AAA four diamond resort, on a space available basis at the best available rate of the day.

· Locker Rooms. Locker rooms will be set aside for daily use of members and their guests.

· Choice of Refundable or Nonrefundable Membership. Each person who desires to acquire a refundable membership will be required to pay an initiation deposit. Each person who desires to acquire a non-refundable membership will be required to pay a non-refundable initiation fee.

· Refundable Initiation Deposit. If a member acquires a refundable membership, upon the transfer of the membership, member will be entitled to a refund of 50% of the then current initiation deposit paid for a refundable membership.

This is a preliminary description of membership opportunities at the Club and is subject to change in the Club's discretion. This Summary is provided for informational purposes only and may not be relied upon as a basis for a decision to acquire a residence in the Carmel Valley Ranch residential community or a membership in the Club. A complete description of the terms and conditions of membership privileges is contained in The Premier Club at Carmel Valley Ranch Membership Plan and Rules and Regulations, which will be provided to you upon request and should be carefully reviewed prior to acquiring a membership in the Club. All memberships are contingent upon approval by the Club, which approval shall be at its discretion.