Olde Vine Golf Club, Inc. (the "Club") will offer the opportunity to purchase a membership in an equity member-owned club. Membership provides the opportunity to enjoy the Club's recreational facilities. The following Questions and Answers explain some of the more important features of the membership opportunity at the Club. For a full description of the benefits and privileges of membership, please refer to the Membership Plan documents.

· What is Olde Vine Golf Club?

· What are the special features of membership in the Club?

· What facilities will the Club offer?

· When will construction of the Club Facilities be completed?

· Can I use the Cherry Creek Facilities as well as Tallgrass Country Club prior to completion?

· What is a member-owned club?

· What benefits are provided by member-ownership?

· How will the Club acquire the facilities?

· What categories of membership will be offered by the Club?

· What are the privileges of a Founder Membership?

· What are the privileges of a Golf Membership?

· What are the privileges of a Social Membership?

· What are the privileges of a Dinner/House Membership?

· What are the privileges of a Weekday Membership?

· What are the privileges of a Weekday Corporate Membership?

· Can Equity Members add on tennis and swim privileges?

· How many memberships will be available in the Club?

· To whom will memberships be offered?

· Will members of my family be entitled to use my membership privileges?

· Will my guests be able to use the Club Facilities?

· Will there be a "designated golfer" policy at the Club?

· Are Equity Members entitled to vote on matters dealing with the Club?

· Will other people be permitted to use the Club Course?

· How is the Board of Directors selected?

· When does the turnover date occur?

· Why does the Company keep control even though the Equity Members own the Club?

· How do I become a member of the Club?

· What do I have to pay in order to acquire a membership in the Club?

· How are annual dues established?

· May I arrange for the subsequent purchaser of my residence or homesite to acquire my membership?

· Is my equity membership contribution refundable?

· Is a Weekday Corporate Membership recallable?

· What should I do if I have additional questions?

Q: What is Olde Vine Golf Club?

A: Olde Vine Golf Club is a member-owned private club which will offer its members a unique opportunity to enjoy its outstanding recreational facilities. The Club is situated in The Estates at Olde Vine residential community (the "Community") in Riverhead, New York. (top)

Q: What are the special features of membership in the Club?

A: Membership in Olde Vine Golf Club offers a number of special features such as:
· Refundable Membership Contribution. Equity Members are entitled to a refund upon resignation and reissuance of the membership, as provided hereinafter.

· Resigned Memberships Reissued Prior to Membership Sell-Out. Resigned Equity Members do not have to wait until all new memberships in the Club have been issued before their membership is reissued and they receive their refund. Every fourth Equity Membership issued will be a resigned membership from the resale waiting list, as provided for hereinafter.

· Transferability of Memberships. Memberships are transferable through the Club to the subsequent purchaser of a member's residence or homesite in the Community, as provided for hereinafter.

· Control of Club Operations and Policies. Equity Members will be entitled after turnover to elect the members of the Board of Directors, which governs the Club.

· Ownership Interest in Club. Each Equity Member has an ownership interest in the Club and is entitled to vote on matters affecting the Club.

· Immediate Family Privileges. A member, his or her spouse and their unmarried children, age 21 and under who are living at home or attending school on a full-time basis or in the military, are entitled to membership privileges, provided the family category of membership dues is selected and paid.

· Extended Family Privileges. The parents, adult children and grandchildren of the member and spouse and the spouses of such family members are also entitled to use the Club Facilities in accordance with the member's category of membership, provided the family category of dues is selected and paid, upon payment of reduced fees established by the Club.

· Website. The Club’s website located at www.oldevine.com provides members with access to important up to date club information. (top)

Q: What facilities will the Club offer?

A: The Club Facilities are presently planned to include the following:

· 18-hole links style golf course designed by Buddy Johnson (the "Club Course");

· Golf practice facilities with chipping area, putting greens, and golf fitness center;

· Clubhouse of approximately 10,000 square feet featuring dining facilities, golf shop, indoor grill with outdoor covered patio area, fitness center, men's and women's locker rooms with a Founder Member's area and restrooms, plus a basement of approximately 6,000 additional square feet for golf bag and cart storage;

· Tennis court; and

· Swimming pool.

In addition to the Club Facilities, Equity Members (defined below) and their immediate family will have preferred access to the golf courses, driving range and clubhouses and a discount on food and beverage purchases at Cherry Creek and The Woods at Cherry Creek (the "Cherry Creek Facilities"), pursuant to a license agreement by and between the Club and the owner of the Cherry Creek Facilities (the "License Agreement"), for so long as the License Agreement remains in effect. Also there is an option to play at Tallgrass Country Club which is a Scottish Links style course. Tallgrass is located just 11 miles west of Olde Vine Golf Club, just south of 25A in Shoreham this agreement is valid for two years but may be canceled if the current ownership of Tallgrass changes. (top)

Q: When will construction of the Club Facilities be completed?

A: Construction of the Golf Course has begun and is anticipated to be completed by the spring of 2006. Construction of the clubhouse and balance of the Club Facilities is expected to commence in 2004 and be available for member use in 2006. The Cherry Creek Facilities are complete and open for use as is Tallgrass Country Club. (top)

Q: Can I use the Cherry Creek Facilities as well as Tallgrass Country Club prior to completion?

A: Prior to the opening of the Club Course, Equity Members will be entitled to use the Cherry Creek Facilities upon payment of $1,500 per person and $2,700 per couple annually effective July 1, 2005. Equity Members can also play at Tallgrass Country Club upon payment of $1,600 per person and $2,900 per couple annually until Olde Vine opens. Starting in 2006, you have the option to play at Tallgrass for $500 per year per person. (top)

Q: What is a member-owned club?

A: In a member-owned or equity club, each equity member has an ownership interest in the club similar to the ownership of stock in a corporation. This type of club permits its equity members to control their club through the right to vote. The facilities are operated and managed under the direction of a Board of Directors ultimately elected by the equity members. Major issues are generally decided by the vote of the equity members, such as capital assessments and amendments to the membership documents. (top)

Q: What benefits are provided by member-ownership?

A: As a result of member control, a member-owned club assumes the characteristics of its membership. The club experience and lifestyle are enhanced by the heightened interest and participation of member-owners; and the greater continuity in the membership which is found in a member-owned club. Member-ownership also creates a greater cohesiveness within the community.

Member-ownership answers the open questions as to what will become of the Club Facilities in the future, by clearly establishing which entity will own and control the Club Facilities after development of the Community is complete. The equity members themselves will ultimately set the rules and costs of membership privileges. (top)

Q: How will the Club acquire the facilities?

A: Olde Vine Golf Club LLC (the "Company") has arranged for the transfer to the Club of all of the Company's right, title and interest in the Club Facilities. In consideration for the transfer of the Company's interest in the Club Facilities, the Company will receive a portion of the memberships to be issued in the Club. Control of the operation of the Club will initially be retained by the Company and will ultimately be turned over to the Equity Members on the Turnover Date, as hereinafter provided. (top)

Q: What categories of membership will be offered by the Club?

A: Two categories of Equity Membership will be available in the Club: Founder Membership and Golf Membership. A person acquiring a Founder Membership or a Golf Membership will be referred to as an Equity Member. The Club will also offer four categories of Non-Equity Memberships: Dinner/House Membership, Social Membership, Weekday Membership and Weekday Corporate Membership. A person acquiring a Social Membership, a Weekday Membership or a Weekday Corporate Membership will be referred to as a Non-Equity Member. (top)

Q: What are the privileges of a Founder Membership? 10

A: Each person who acquires a Founder Membership will be entitled to use all of the golf and clubhouse facilities of the Club, and the Cherry Creek Facilities on a preferred basis, during operating hours and subject to Club rules. Founder Members will not be required to pay green fees for use of any of the golf facilities, but will be required to pay golf cart fees. Founder Members will have a 7 day advance sign-up privilege for tee times at the Club Course and a 14 day advance sign-up privilege for tee times at the golf courses at the Cherry Creek Facilities. Founder Members will have a ten percent (10%) discount on food and beverage purchases at the Cherry Creek Facilities. Founder Members will be entitled to additional benefits determined by the Club from time to time, including the right to sponsor unaccompanied guests to use the Club Facilities for a limited time. (top)

Q: What are the privileges of a Golf Membership?

A: Each person who acquires a Golf Membership will be entitled to use all of the golf and clubhouse facilities of the Club, and the Cherry Creek Facilities on a preferred basis, during operating hours and subject to Club rules. Golf Members will not be required to pay green fees for use of any of the golf facilities, but will be required to pay golf cart fees. Golf Members will have a 7 day advance sign-up privilege for tee times at the Club Course and a 14 day advance sign-up privilege for tee times at the golf courses at the Cherry Creek Facilities. Golf Members will have a ten percent (10%) discount on food and beverage and purchases at the Cherry Creek Facilities. (top)

Q: What are the privileges of a Social Membership?

A: Each person who acquires a Social Membership will be entitled to use all of the tennis, swimming, fitness and social facilities of the Club during operating hours and subject to Club rules. Social Members will be entitled to use the Cherry Creek Facilities only as a guest of an Equity Member for so long as the License Agreement remains in effect or on a daily fee basis, upon payment of applicable fees and charges. Social Members will not be required to pay court fees for use of the tennis facilities. (top)

Q: What are the privileges of a Dinner/House Membership?

A: Each person who acquires a Dinner Membership will be entitled to use all of the dining facilities of the Club during operating hours and subject to Club rules. Dinner members may make at least two reservations per month for lunch or dinner. Dinner Members will be required to pay a food and beverage assessment at the same rate as all other members plus NYS sales tax and an 18% gratuity. Dinner members shall also be issued a Dinner membership I.D. and Visa Card. Dinner members may also use the Olde Vine Golf Course with a guest up to (5) five times annually Monday through Friday and Weekends after 12 noon. Dinner members shall pay the appropriate Guest fees for Golf and Carts. (top)

Q: What are the privileges of a Weekday Membership?

A: Each person who acquires a Weekday Membership will be entitled to use the golf and clubhouse facilities of the Club Monday through Friday, excluding holidays. Weekday Members will be entitled to use the Cherry Creek Facilities only as a guest of an Equity Member for so long as the License Agreement remains in effect or on a daily fee basis, upon payment of applicable fees and charges. Weekday Members will not be required to pay greens fees for use of the Club Course, but will be required to pay golf cart fees. Weekday Members will have a 7 day advance sign-up privilege for tee times at the Club Course. However, the latest tee time that at Weekday Member may make on Fridays is 11:00 am. (top)

Q: What are the privileges of a Weekday Corporate Membership?

A: Each Weekday Corporate Membership will entitle the Weekday Corporate Member to designate up to 6 persons who may use the Club Facilities on the same basis as a Weekday Member. Each designated user must be an owner, director, officer, partner, shareholder or employee of the Weekday Corporate Member. Each Weekday Corporate Membership issued will count as one membership against the maximum number of Weekday Memberships that may be issued in the Club. A Weekday Corporate Member may change up to 3 of the designated users prior to March 1 of each membership year, upon payment of a redesignation fee established by the Club from time to time and approval of the designated users by the Club. (top)

Q: Can Equity Members add on tennis and swim privileges?

A: Yes. Equity Members who own property in the Community can elect each year to add on privileges to use the tennis and swimming facilities at the Club. The election shall be on a membership year basis and shall require the payment of additional dues, but shall not require the payment of access fees for use of the tennis or swimming facilities. The number of Equity Members that can elect to add on these privileges will be limited to the difference between the maximum number of Social Memberships permitted in the Club and the number or Social Memberships issued at the beginning of a membership year. (top)

Q: How many memberships will be available in the Club? 17

A: The maximum number of memberships permitted in each category will be as follows:

Notwithstanding the above membership limits, the total number of Social Memberships in the Club can be increased temporarily so that any property owner in the Community can acquire a Social Membership in the Club at any time. Each Equity Member who elects to add on tennis and swim privileges will count as one against the cap on Social Memberships. The Club may, in its sole discretion, further limit the number of memberships available in any category of membership as the Club determines appropriate from time to time. (top)

Q: To whom will memberships be offered?

A: Memberships will be offered to initial purchasers of a residence or homesite the Community and other such persons as the Company determines appropriate from time to time. (top)

Q: Will members of my family be entitled to use my membership privileges?

A: Yes. The immediate family of a member will be entitled to use the Club Facilities and Cherry Creek Facilities on the same basis as a member, provided the family category of dues is selected and paid. Notwithstanding the foregoing, immediate family members of those members paying the individual category of dues will be entitled to use the social facilities of the clubhouse on the same basis as the member. A member's immediate family will include the member's spouse and their unmarried children age 21 and under, living at home, attending school on a full-time basis or in the military.

The extended family of a member may use the Club Facilities in accordance with the member's category of membership upon payment of reduced fees established by the Club, provided the family category of dues is selected and paid. The extended family of a member may use the Cherry Creek Facilities as extended family of a member upon the terms and conditions established by the Club from time to time. Notwithstanding the foregoing, extended family members of those members paying the individual category of dues will be entitled to use the social facilities of the clubhouse. The extended family shall include the parents, children who do not fall within the definition of immediate family and grandchildren of the member and his or her spouse and their respective spouses. The Club may modify or terminate this privilege and establish such rules with respect thereto as it may determine from time to time. (top)

Q: Will my guests be able to use the Club Facilities?

A: Yes. Members may have guests use the Club Facilities in accordance with the member's category of membership, upon payment of the applicable guest charges. Members may have guests use the Cherry Creek Facilities as guests of a member as determined by the Club from time to time. Guest use shall be in compliance with the Rules and Regulations of the Club, which may include, without limitation, restrictions on the number of times a particular guest may use all or a portion of the Club Facilities and the total number of guests a member can sponsor during any membership year, or portion thereof. The Club reserves the right to establish guest policies from time to time. The member will be responsible for the payment of charges incurred but not paid by his or her guests, including any applicable guest fees established by the Club from time to time. (top)

Q: Will there be a "designated golfer" policy at the Club?

A: The Club reserves the right to adopt a "designated golfer" policy and/or such other policy or policies as it may determine from time to time in its sole discretion in order to ensure member access to tee times during periods of peak use. If the designated golfer policy is adopted, the member will select one immediate family member as the designated golfer who will be entitled to play golf during periods of peak use specified by the Club as being for designated golfers only. (top)

Q: Are Equity Members entitled to vote on matters dealing with the Club?

A: Yes. On all matters to be voted upon by the Equity Members of the Club, Equity Members are entitled to one vote per membership. Non-Equity Members will not be entitled to vote on Club matters. (top)

Q: Will other people be permitted to use the Club Course?

A: The Club will permit use of the Club Course and clubhouse by individuals who are sponsored by area golf professionals until the initial issuance of 250 Equity Memberships in the Club. The Club will have the right to hold tournaments, outings and other special events at the Club Facilities from time to time on such terms as it shall determine in its sole discretion. (top)

Q: How is the Board of Directors selected?

A: Prior to the Turnover Date, the Company shall appoint the members of the Board of Directors, who may or shall serve until the Turnover Date or replaced by the Company. All directors must be members, except for the directors appointed by the Company. After the Turnover Date, all members of the Board of Directors will be elected by the Equity Members. (top)

Q: When does the turnover date occur?

A: The Turnover Date will be 60 days after the earlier of: (i) the initial sale of all memberships permitted to be issued in the Club; or (ii) December 31, 2013; or (iii) any earlier date determined by the Company in its discretion provided the Club's accounting firm has reviewed the operating results of the Club and confirmed that the Club operated during the preceding 12-month period without an operating deficit. (top)

Q: Why does the Company keep control even though the Equity Members own the Club?

A: The Company desires to retain control until the Club establishes it can operate without an operating deficit. The Company has agreed to fund operating deficits while the Community is developing, and therefore the Company wishes to retain control of the Club to minimize operating deficits. Additionally, the operation of the Club Facilities is an integral part of the Company's sales and continuing development of the Community. (top)

Q: How do I become a member of the Club?

A: Each person who desires to become a member must mail or deliver to the Membership Office at the Club a fully completed and signed Application for Membership, Membership Purchase Agreement and a check in U.S. funds for the amount required in respect of the required membership contribution or initiation fee. Property purchasers should apply for memberships upon signing an agreement to purchase their residences and homesites in the Community. Any initial purchaser who does not apply for a membership within 60 days from the date of closing on the residence or homesite may apply for a membership at a later date only if one is available and not otherwise reserved by the Club, and only upon payment of the membership contribution or initiation fee which is in effect at the time the membership is acquired. (top)

Q: What do I have to pay in order to acquire a membership in the Club?

A: Persons who are approved for membership are required to pay a membership contribution or initiation fee in an amount determined from time to time by the Company. The required amount will be set forth in the Membership Purchase Agreement. (top)

Q: How are annual dues established?

A: Each year the Board of Directors will determine the amount of dues to be payable annually in advance. Dues will be paid in two equal installments, one due on January 15 and the other due on March 15 of each year. Equity Members may select either the family or individual category of dues. Equity Members who are property owners in the Community and who desire to use the tennis and swim facilities of the Club can pay additional dues for these privileges. (top)

Q: May I arrange for the subsequent purchaser of my residence or homesite to acquire my membership?

A: Equity Members who acquired their memberships within 60 days of closing on their property in the Community and Social Members may arrange for the Club to reissue their membership to the subsequent purchaser of their property in the Community, who is approved for membership and pays the then required membership contribution or initiation fee, without being subject to a waiting list. Resigned Equity Memberships which are not being reissued to a subsequent purchaser shall be placed on a resigned resale waiting list. The Club will sell the resigned memberships on a first resigned, first reissued basis. Until all Equity Memberships held in reserve have been issued, one resigned Equity Membership will be reissued for every three new Equity Memberships issued. However, in the case of initially issued Equity Memberships, such memberships cannot be resigned unless and until the requisite dues have been paid with respect thereto and they have otherwise been in good standing for a period of at least one year. In the case of a resigned Founder Membership, a replacement Golf Membership will be issued to the subsequent member or purchaser of the Founder Member's property in the Community. (top)

Q: Is my equity membership contribution refundable?

A: Yes. Equity Members are entitled to a refund after their membership has been reissued by the Club. Upon reissuance of the membership, an Equity Member will be repaid eighty percent (80%) of the amount of the membership contribution then charged and collected for a Golf Membership. (top)

Q: Is a Weekday Corporate Membership recallable?

A: Yes. The Club reserves the right to recall Weekday Corporate Memberships at any time in its sole and absolute discretion. In the event a Weekday Corporate Membership is recalled by the Club within five years from the date the membership is issued, the Weekday Corporate Member will be refunded the amount of the initiation fee paid reduced by twenty percent (20%) for each year or portion thereof that the Weekday Corporate Membership was held by such member. (top)

Q: What should I do if I have additional questions?

A: Complete details about membership opportunities are available from the Membership Office, who can also answer any questions regarding the Club and its operation. For further information, please contact: (top)

Olde Vine Golf Club
695 Reeves Avenue
Riverhead, NY 11901
Telephone Number: (631) 369-7151

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This is a general description of the membership opportunities available at Olde Vine Golf Club, Inc. This document is provided for informational purposes only, and may not be relied upon as a basis for a decision to acquire a residence or homesite in the Estates at Olde Vine residential community or membership in the Club. A complete description of the terms and conditions of membership privileges is contained in the Olde Vine Golf Club, Inc. Membership Plan and its exhibits as amended from time to time, which should be carefully reviewed prior to acquiring a membership in the Club. (top)

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MEMBERSHIPS IN THE CLUB ARE BEING OFFERED EXCLUSIVELY FOR THE PURPOSE OF PERMITTING PERSONS ACQUIRING A MEMBERSHIP TO OBTAIN RECREATIONAL USE OF THE CLUB FACILITIES. MEMBERSHIPS SHOULD NOT BE VIEWED OR ACQUIRED AS AN INVESTMENT AND PERSONS PURCHASING A MEMBERSHIP SHOULD NOT EXPECT TO DERIVE ANY ECONOMIC PROFITS FROM MEMBERSHIP IN THE CLUB. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THE MEMBERSHIP PLAN. NO FEDERAL OR OTHER STATE AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THE MEMBERSHIP PLAN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (top)

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