More than 30 years ago, Sunrise Colony Company began developing master-planned, golf-course communities in the Palm Springs, California desert, resort area. Today, Sunrise Colony is one of the nation's most respected residential and country club community developers. Sunrise Colony's record of achievement includes the establishment of Indian Ridge, home of the Bob Hope Chrysler Classic, and PGA West, the Western Home of American Golf, which hosted The Skins Game and The Grand Slam of Golf. In addition to its 12 resort communities, the Company has constructed over 10,000 homes, built two resort hotels and developed numerous office buildings, shopping centers and commercial hotels. Sunrise Colony Company is continually pursuing new opportunities in the country's fastest growing markets.

Recently, Sunrise Colony Company received one of the highest industry accolades with the award of the National Housing Quality Silver Award for the year 2000 for Commitment to Quality for the Indian Ridge Country Club in Palm Desert. Sunrise Colony Company is a partnership formed by Sunrise Company and Colony Capital, Inc. to aggressively pursue the acquisition and development of master-planned residential golf communities nationwide. The partnership is seeking opportunities to acquire land for development, existing golf communities, and public and private companies whose assets include significant properties for development. The partnership acquires and develops master-planned communities with an emphasis on attracting upscale families. Typical community homes will range in price from $250,000 to more than $1 million, and offer residents numerous recreational amenities, such as golf courses, swimming pools, tennis courts, and health club facilities.

Colony Capital, Inc., based in Los Angeles, is an international, private investment firm focusing principally on real estate-related assets and operating companies with a strategic dependence on such assets. Colony has been one of America's largest acquirers and financiers of real estate-related assets during the 1990s, having consummated a wide variety of investments with total capitalization exceeding $5 billion. Colony has made investments in a broad array of real estate-intensive operating companies, including hospitality, entertainment, retailing, financing and commercial development.

Sunrise Colony Company's corporate culture, and its adherence to the "Eleven Steps to Success in the Community Development Business," have been major factors in its continued dominance of one of the most competitive resort community markets in the United States. The industry experience and longevity of service of the senior management, who average 15 years with the company, is one of Sunrise Colony Company's most valued assets. "The Prerequisites" are an important component of the Sunrise Colony corporate culture, which has cultivated such an outstanding and loyal team.

At the present time, Sunrise Colony Company is developing four golf course-oriented, master-planned communities as described below:

1. Indian Ridge Country Club is a private, gated community, located on 640 acres in Palm Desert, California, which upon completion will contain 1,050 homes ranging in price from $350,000 to $900,000, two Arnold Palmer-signature 18-hole world class golf courses, a 42,000-square-foot clubhouse, a 22,000-square-foot sports club containing a state-of-the-art health club, 14 tennis courts, three swimming pools, and other recreational amenities. The country club is a non-equity, private club. At the present time all of the amenities have been completed. Over 900 homes have been constructed and sold to date.
2. Red Rock Country Club is a private, gated community, located on 738 acres in Las Vegas, Nevada, which upon completion will contain 1,000 single-family detached homes ranging in price from $260,000 to over $1,000,000, two Arnold Palmer-signature 18-hole world-class golf courses, a 44,000-square-foot clubhouse, an 8,000-square-foot sports club containing a state-of-the-art health club, nine tennis courts, four swimming pools with a children's mini spray park, and other recreational amenities. The country club is a non-equity, private club. At the present time the first golf course and sports club facilities have been completed. The first homes were occupied in February 1999. Over 300 homes have been sold to date since the opening in June 1998.
3. Siena, a private, gated community, located on 667 acres in Las Vegas, Nevada, is an age qualified, active-adult community, which upon completion will contain approximately 1,900 single-family detached homes ranging in price from $140,000 to $450,000, one 18-hole championship golf course, a 66,000-square-foot recreation center, six tennis courts, two swimming pools, and other amenities. The golf course will be semi-private, while the recreation center and related amenities will be for the use of residents only. Construction of the community began in March 1999. The first homes were occupied in November 1999 and the golf course will be open for play in January 2000. Nearly 100 homes have been sold to date since the opening in June 1999.
4. Royal Oaks Country Club is a private, gated community, located on 500 acres in Houston, Texas, which upon completion will contain 900 single-family detached homes ranging in price from $260,000 to over $1,000,000, a Fred Couples-signature 18-hole world-class golf course, a 45,000-square-foot clubhouse, a 10,000-square-foot sports club containing a state-of-the-art health club, seven tennis courts, three swimming pools, and other recreational amenities. The country club is a non-equity, private club. Construction of the community began in April 1999. The first homes will be occupied in February 2000 and the golf course will open for play Labor Day 2000. Over 250 reservations have been taken to date.

In addition, the Company owns 600 acres in Indian Wells, California, on which it plans to develop The Heritage Club. The Heritage Club will be a private, gated community, which upon completion will contain 650 single-family detached homes ranging in price from $450,000 to over $1,000,000, two Jack Nicklaus-signature 18-hole world class golf courses, a 44,000-square-foot clubhouse, an 8,000-square-foot sports club containing a state-of-the-art health club, seven tennis courts, two swimming pools, and other recreational amenities. The country club will be an equity private club. Construction of the community is expected to start in Summer 2000, with the first homes being occupied and the first golf course opening for play in spring 2001.

William Bone founded Sunrise Company in 1963 and is Chairman of the Board and Chief Executive Officer. A nationally recognized expert in hotel and residential resort/recreation development, Mr. Bone has spoken throughout the country at numerous seminars and before groups interested in residential/country club/resort/recreation and hotel marketing and development. In 1992 Mr. Bone was inducted into the California Building Industry Association Hall of Fame.

The Company is the developer of the following golf course-oriented master-planned communities and resorts: