Minutes from the sea side town of San Pedro, Sueno del Mar offers one and two bedroom residences, all with views of the deep blue Caribbean Sea and lush tropical pools and gardens.

Amenities include

• Easy access to world-renowned diving and fishing
• Two swimming pools & a beach-side bar and grill
• Small boat dockage & out of water storage
• Town center offering basic business services, groceries, and mail forwarding services
• Full time concierge service - we take out the guess work! Fresh flowers, cold beer, and the ocean breeze will be waiting, as you step foot in your island home

Island living has never been easier!

Start working on your tan today - we' ll take care of tlie rest.

What is Sueño del Mar ("Dream of the Sea")?

Sueño del Mar is a new Residential Resort Club created to provide its members true island living in the easiest way pos­ sible.

Where is Sueño del Mar located?

The Resort is located on the northern Caribbean coast of Ambergris Caye, Belize. Sitting on approximately ten acres, with over 500 feet of white sand beach, and the quaint fishing village of San Pedro to the south, it is the perfect island retreat.

How hard is it to get to Belize?

Getting to Belize is easy. Currently there are 56 flights a week from the US to the Belize International Airport, which is only two hours from Houston or Miami. It is only a 15 minute flight from the international airport to Ambergris Caye, with two airlines making hourly flights daily.

What do I need to bring with me?

Suntan lotion, a light jacket in winter, and your sense of adventure. You will also need your PASSPORT. Belize does not accept a birth certificate as proof of citizenship.

Who owns the facilities?

Sueño del Mar, Ltd., a Belizean Limited Liability Company, owns the property and facilities of the Resort.

When will the first residence be ready for occupancy?

The first residential building will be completed in January 2005. Occupancy will be available, along with additional resi­ dences and facilities, by December 2005.

The Residences

How would you describe the residences at Sueño del Mar?

The one and two bedroom residences at Sueño might be described as Traditional Caribbean. Designed and built by Be­ lizeans, with years of island construction experience, each residence has wide verandas, tiled floors, and custom Beliz­ ean hardwoods throughout. Atrium entries, solid concrete construction, and ample square footage provide the peace and quiet we feel is needed for longer term Caribbean living.

What if I am not ready to live in the Caribbean full time?

No Problem! As a Residential Resort Club, Sueño del Mar is offering this lifestyle opportunity in two month segments. Live the life we know and love for two months, four months, six months, or year round. You decide!

Why are the residences offered in two month increments?

It's all about the lifestyle - diving, snorkeling, fishing, kayaking, sailing, and just hanging out with friends. Sueño del Mar was created for those who are ready to truly experience island living, and all it has to offer. There will come a time during your stay, when you will realize that you have absolutely no idea what day it is, AND you really don't care!

What about my personal belongings?

In addition to the ample storage provided in each residence, each member will be provided with personal long term stor­ age space for dive and snorkel equipment, fishing gear, collectable items, etc. Anything you don't want to haul back and forth with you can be stored on site, and our concierge service can have your belongings in your residence each time you return to your island home.

Membership

How many memberships will be offered?

As a Residential Resort Club, membership is limited by the total number residences available. It is anticipated that the total number of residences will be 72. Use is limited to six memberships per residence.

What types of membership are available?

Suerio del Mar is offering three types of membership.

• Legacy (for individuals or families)
• Group (limit 4 individuals per group)

Corporate

Use privileges for the resort are the same for each membership type.

What are the Membership privileges?

Members are entitled to the use of the general facilities at Suerio del Mar, together with the residences, as provided for in their membership agreement.

Who can use the Resort?

As a private resort, the use of Suerio del Mar is limited exclusively to members and sponsored friends & family of members.

What are the special features of Membership in the club?

In addition to the exceptional island living offered by Suerio del Mar, Membership in the club offers a number of attractive benefits, including:

• Refundable Membership Deposit. One hundred percent (100%) of the Membership deposit paid by a Member is refundable to the Member 30 years after the date the Membership is issued by the club.
• Immediate Family Privileges. A Member, his or her spouse, their children and grandchildren are entitled to all Membership privileges.
• Friends and Family Privileges. Friends and extended family are entitled to use the Resort, when sponsored by a Member.
• Resigned Memberships Reissued Prior to Membership sell-out. Members may resign from the club at any time, and will receive eighty percent (80%) of current value when their Membership is reissued. Resigned Members do not need to wait until all new Memberships in the club have been issued before their Membership is reissued, as provided for in the Membership Plan.
• Legacy Transfers of Membership. Memberships are easily transferable, through the Club, to family members.

Can Members be assessed to cover capital improvements? No. Members will not be subject to any liability for capital assess­ ments related to the Club facilities.

What are the annual dues?

The number one objective of the Club is to provide Carefree Carib­ bean Living for its members. The residences and other facilities will be kept in pristine condition. Dues will be determined and assessed annually, based on the cost of maintaining this goal, plus ten per­ cent (10%) for on-site management. For 2006, a two month residency member can expect to pay $1,200 for a one bedroom or $1,400 for a two bedroom unit.

Can I finance my membership?

Yes. Financing is available to qualified purchasers. Contact Suefio del Mar for current financing terms.

How will the Club keep informed of the desires of the members?

The club is committed to providing the types of services and programs that the membership is desirous of having. A Board of Advisors, comprised of members, will be formed to enable members to have input on these items, as well as other matters that are of concern to the members.

Why is Sueno del Mar structured as a Private Members Club?

There are a number of reasons. Our goal in creating Suefio is to provide Carefree Caribbean Living in a luxurious island setting. We accomplish this by limiting use to members and their guests, unlike the traditional resort or timeshare opera­ tion. By sharing facilities, maintenance, security costs, and even space, you can customize your time at Suefio in two month increments. Belize law does not provide for this type of shared space in a fee simple conveyance.

There are many other reasons why we think our membership program is the way to go in the Caribbean. Please contact us to see if our program fits your personal goals.

How do I become a Member?

To become a member, you must submit to the Club a fully completed and signed Membership Agreement and a check in the amount of the required membership deposit. In the event that your agreement is not accepted, the membership de­ posit will be fully refunded.

What if I have additional questions?

Please contact us at: