1. M E R E S U U S P A & H O T E L FRANCHISE ACQUISITION PROPOSAL August 2009

2. 2 Table of Contents 1. Background of Meresuu Spa & Hotel3 2. Meresuu Spa & Hotel services5 Hotel Wellness center Spa center Other services 3. Franchise acquisition proposal10 4. Investment rationale12 Effective concept Prospects for investor

3. 3 Background of Meresuu SPA & Hotel

4. 4 Background of Meresuu Spa & Hotel Meresuu Spa & Hotel is a 11-storey quality 4-star wellness spa hotel Located amidst beautiful scenery of Northern Estonia in Narva-Jõesuu Meresuu Spa & Hotels gross floor are is 13574 m 2 Facilities were opened in June 2008 Meresuu Spa & Hotel territory includes Land plots in use totaling is 17000 m 2 Meresuu is owned by Egeria Kinnisvara OÜ Egeria Kinnisvara OÜ is controlled by OÜ Commodore (25%) and Magdaleena Kinnisvara OÜ (75%) Construction costs in the range of USD 18-20m For similar development according to current price levels During its short history, Meresuu has already received several awards Winner of Presidential Award Beautiful Estonian home 2009 competition; Best Tourism Establishment in Ida- Virumaa Best Tourism Establishment in Estonia award International Green Key certificate Webpage: www.meresuu.ee Meresuu Spa & Hotel

5. 5 Meresuu Spa & Hotel services

6. 6 Meresuu Spa & Hotel services (I) : Hotel Meresuu Spa & Hotel is a 4-star level hotel State of the art technical equipment has been used in the construction of the complex Hotel includes 110 high quality environmentally friendly guestrooms 82 Standard Rooms 14 Family Rooms 5 Double De Luxe Rooms 5 Junior Suits 3-4 Suits All hotel rooms are equipped with TVs, phones, climate control systems, mini-bars, safe- deposit boxes, espresso coffee machines (in suites) Internet connections and bathrobes Several guestrooms have been designed to suit the requirements of guests with special needs Majority of the guestrooms of Meresuu Spa & Hotel have a view of the sea The rooms are situated on the floors 4 to 11 Standard Double Room Junior Suit

7. 7 Meresuu Spa & Hotel services (II) : Wellness center Wellness center includes 36 treatment rooms for beauty and health services Facials Body treatment capsules Full body care treatments Hands and feet Massage Hydrotherapy Treatments and rituals for women, men and children Brands used during treatments include SwissLine, Fleurs, Phytomer, Talika, OPI, E-Shave Additional services Sandy sunroom Infra-red sauna Cryosauna Salt chamber Hairdresser services Wellness center Wellness center – one of the treatment rooms

8. 8 Meresuu Spa & Hotel services (III) : Spa center Spa center includes seven different pools Swimming pool – large pool with hydro-massage waterfall Childrens pool Massage pools - shallow pool with air massage system, large hydro massage tub and contrast bath hydrotherapy tubs for feet Open-air terrace Jacuzzi Five different saunas Aroma Steam Finnish Salt Turkish Open air terrace with bar Additional services include Aqua aerobics Group exercises and trainings Gym Spa center – swimming pools Spa center – sauna area

9. 9 Meresuu Spa & Hotel services (IV) : Other services Restaurant Capacity for 200 people Serves extensive buffet selection for breakfast, lunch or dinner A ´la carte room for 24 people Private room for lunch and dinner for 10 people Open-air terrace Lobby bar Serves light snacks and refreshing juices and cocktails Piano bar Capacity for 100 people Live music in the weekends Cigar room, pool table Conference facilities 4 conference rooms with all the necessary equipment The largest conference room is for 130 participants Seminar and meeting rooms are for 42, 24 and 24 participants respectively Other services Playroom with nanny for children Sports equipment rental Interactive activities for groups A ´la carte Restaurant area

10. 10 Franchise Acquisition Proposal

11. 11 Franchise Acquisition Proposal Meresuu Spa & Hotels project and know-how offered to potential investor, including Full architectural project documentation Full interior design concept Necessary changes in the original project documentation in order to achieve even more efficient operations Changes in the projects documentations regarding ground works and foundations (according to geological studies in prospective location conducted by investor) Detailed calculations of projects costs based on the best offers from sub-contractors and suppliers Project manager for day-to-day management of the whole project till the opening (construction period is approximately 12 months) Construction supervision Training of key managers of the future management team in Meresuu Spa & Hotel Know-how regarding IT systems, logistical solutions and other vital operational know-how

12. 12 Investment rationale

13. 13 Investment Rationale (I) : Effective Concept Meresuu Spa & Hotel concept 4-star level wellness spa hotel Optimal size with 110 high quality guestrooms Private and exclusive complex Wide range of wellness services Conference center for business activities During its short history Meresuu Spa & Hotel has received significant recognition Presidential award Beautiful Estonian home 2009; Best Tourism Establishment in Ida-Virumaa Best Tourism Establishment in Estonia Green Key certificate assuring that Meresuu is ecologically responsible hotel operation Meresuu Spa & Hotel is highly valued among state level Foreign ambassadors, government politicians and Estonian President were accommodated in Meresuu During Estonian independence 90th anniversary celebrations Meresuu Spa & Hotel has received guests from more than 40 countries

14. 14 Investment Rationale (II) : Prospects for investor Meresuu Spa & Hotel concept includes conference center Potential to accommodate corporate customers and foreign guests Possible to organize conferences, corporate parties, and diplomatic receptions Further possibilities to develop the current concept Option to add medical center with professional medical care and doctors Possibility to build additional larger suites to top floors of the hotel Trend of Spa hotels occupancy Occupancy of Spa hotels is on average 30% higher than of normal hotels in the region Acquiring the project gives potential investor head start for expansion Efficient and fast start-up period Options for quick expansion in the region using the same concept