CARLSBAD LAND APPROX ACRES UNPRICED

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EXCLUSIVE MULTIFAMILY OFFERING APPROX 10.20 ACRES UNPRICED Intersection of Hoover Street & Adams Street, Fronting on Agua Hedionda Lagoon Carlsbad, CA Parcel Sizes: Approximately 10.

1 EXCLUSIVE MULTIFAMILY OFFERING APPROX ACRES UNPRICED Intersection of Hoover Street & Adams Street, Fronting on Agua Hedionda Lagoon Carlsbad, CA Parcel Sizes: Approximately Acres of Residential Land comprised of five contiguous lots. APN # s: , , , , and Location: Southeast of the intersection of Adams Street and Hoover Street running along Adams Street with frontage on the Agua Hedionda Lagoon. Zoning: R1-15,000 One home per 15,000 square feet of land. PETER HAUSER phauser@hpapts.com» Rare Opportunity to Develop Coastal View Homes in the City of Carlsbad» Multi-Million Dollar Residential Area» Irreplaceable Scenic Location with Bay Frontage» Close Proximity to Aviara Four Seasons Resort, Legoland, Palomar Airport, La Costa Resort & Spa» High Demand Market for New Well-Designed Luxury Homes

2 CARLSBAD, CA ECONOMIC OVERVIEW INTRODUCTION Carlsbad offers an extremely high quality of life for local residents, and was recently named one of the most desirable places to live in America by Money magazine. The city boasts green parks, graceful lagoons, and pristine sandy white beaches that can be enjoyed year round. Centered in Carlsbad, the golf manufacturing industry is another key sector of the region s economy. The city is home to three of the nation s top golf equipment manufacturers - Callaway, Taylor Made, and Cobra - as well as 23 related companies. These companies employ thousands of workers locally and generate more than $2 billion in annual sales. In addition to this revenue, the presence of these companies has contributed to other sectors of the economy, such as recreation and tourism. ECONOMY Over the past decade with jobs in the areas of high-tech and biotech. For its increasingly important technology and communications industries, San Diego has been called Biotech Beach and Telecom Valley. The county is also home to numerous software, computer, and Internet companies, including Gateway, Blue Sky Software Corporation, and HNC Software, Inc. These companies are attracted to the area by because of its skilled workforce, high quality of life, and key research institutions, such as the University of California at San Diego (UCSD) and the San Diego Supercomputer Center. Despite the growth of high-tech firms, San Diego s defense and aerospace industry is still a key factor in the local economy. Although the sector employs only half the number it did in 1990, defense-related activities contribute roughly 10% of the area s Gross Regional Product. Expected increases in military expenditures and the need for new aircraft technology are likely to spur gains in this sector. The former Rohr Company, now a unit of BFGoodrich, is expanding its local aerospace manufacturing operations for both civilian and military markets. Northrop Grumman Corp. is constructing a 200,000-square-foot facility in Kearney Mesa that is expected to be complete by mid-2006, and broke ground in late-2004 on a new Rancho Bernardo facility. Local private contractors received approximately $8 billion worth of defense-related contracts in With more than 80 separate facilities, San Diego County is home to one of the largest military complexes in the world. The county s 14 military bases and commands pump an estimated $18 billion into the local economy and employ more than 110,000 people. California in general and San Diego County in particular came away from the BRAC recommendations released on May 13, 2005 relatively unscathed. While the county faces an overall loss of 1,041 military-related jobs, it amounts to less than 1% of total personnel. While every major base in San Diego County will remain open, San Diego Naval medical Center in Balboa Park would lose 1,630 people; most of them enlisted sailors enrolled in medical courses. Other proposed cuts in the county include 460 positions at Naval Amphibious Coronado; 240 at the Defense Finance and Accounting Service in San Diego; 144 at Camp Pendleton; and 118 at the Fallbrook Naval Weapons Station. Anticipated gains include 72 positions at Miramar Marine Corps Air Station, 309 at Point Loma Naval Base, and 1,170 at San Diego Naval Station at 32nd Street. Information technology, including computer and electronics manufacturing, telecommunications and other computer services, is also an important part of the county s economy. The area s proximity to Mexico enables many manufacturers to set up headquarters in San Diego County while maintaining production operations in Mexico. For example, the San Diego- Tijuana region is known as the top television producing location in the world, with 12 million sets made annually. Some of the key companies in this area include Sony, Hewlett-Packard, Maxwell, SANYO, SAIC, and Samsung International. San Diego was recently ranked third in the country for consumer electronics manufacturing employment. Sony Electronics recently opened a new 110,000-square-foot facility in Rancho Bernardo. The facility supports engineering, research, marketing, and sales functions, while serving as the company s VAIO PC division headquarters, bringing Sony s total local employment to roughly 3,500. The county s strong high-tech presence also encompasses the communications industry. The number of telecommunications companies in the area is expected to grow by 7.0% annually, while the current roster already includes Qualcomm, Ericsson, Nokia, and Motorola. The San Diego region has also established itself as a center of the wireless communications industry, with over 11,000 people employed in this sector. The city of San Diego ranks second in the nation for hightech jobs, with 62 out of every thousand workers employed in technology. This leadership position will be further enhanced by the recent issuance of a state grant to fund wireless communication and Internet research and development at UCSD. The $300 million project, with matching private funds adding to the state total, is expected to fuel the expansion of the industry and have a significant impact on the San Diego economy. San Diego boasts the third largest concentration of biotech companies in the country with an estimated 540 firms. In 2000, over 30,000 were people employed in San Diego's vibrant Life Sciences industry. From 1990 to 2000, biotech industry employment grew by 67% from 18,000 to 30,000 jobs. San Diego's Medical Device sector is the fastest growing in the U.S. with approximately 180 companies. Firms include Agouron Pharmaceuticals, Dura Pharmaceuticals, PharMingen, and Syntron Bioresearch.

3 SAN DIEGO COUNTY DEVELOPMENT MAP AND SUMMARY SAN DIEGO COUNTY / CARLSBAD DEVELOPMENT 1. Opus Point - A planned $105 million, 30-lot development in the Carlsbad Raceway Business Park that will house offices, R&D and manufacturing space. 2. Northrop Grumman Facility - The company is constructing a 200,000-square-foot facility in Kearney Mesa (expected to be complete by mid-2006), as well as a facility in Rancho Bernardo. 3. Gen-Probe Expanded Facility - Construction is underway on a $43 million expansion that will be located adjacent to the company s existing facility at Genetic Center Drive. 4. Sony Electronics - This new 110,000-square-foot facility opened in Rancho Bernardo. 5. General Atomics Engineering Facility - The company plans to build a 150,000-square-foot engineering facility in the Rancho Bernardo area this spring. 6. PETCO Park - The San Diego Padres highly publicized new downtown $456.8 million ballpark seats 46,000 people and is located in the East Village of Downtown San Diego, bounded by 7th and 10th avenues, J Street, and Park Boulevard. 7. Omni Hotel - This $130 million, 511-room hotel, which connects to the stadium via sky bridge, was completed in April East Village Square - This mixed-use urban development includes over 655,000 square feet of street level retail, office and residential uses on the three blocks along J Street between 7th and 10th. Expected completion is June Santa Fe Parcel 6 - A 32-story, mixed-use project on the southwest corner of Kettner Boulevard and A Street. The project will contain 87 condominiums and 19,000 square feet of office space. Completion is slated for September 2006.

4 SAN DIEGO COUNTY / CARLSBAD DEVELOPMENT (CONTINUED) 10. Fairfield Time Share Resort - Construction recently began on the Fairfield Resort, a 168-unit timeshare resort located in Downtown Oceanside. The two-tower is ideally located adjacent to Oceanside Municipal Pier, and will feature a public promenade and plaza with retail shops, a restaurant, and outdoor café. Construction is slated for completion in the summer of 2008, with local officials projecting the resort will pump nearly $10-million per year into the local business economy. 11. La Costa Town Square - An 80-acre mixed-use project that will include an estimated 302,000 square foot community shopping center. The project is currently in the planning phase, but construction is expected to begin by the end of Oceanside Terraces - A $35.2 million mixed-use condominium development will be located four blocks from the ocean at Mission Avenue and Cleveland Street in downtown Oceanside. This six-story, 186,500-square-foot project will contain 38 luxury condominiums on the upper four levels, 8,050 square feet of restaurant and commercial on the first floor, 18,610 square feet of office on the second floor, and two levels of subterranean parking. The commercial and retail areas are expected to attract professional service firms, white- tablecloth restaurants, and high-end retailers. Janez Development estimates completion by summer Grand Plaza - Develops broke ground in December 2005 on the Grand Plaza in San Marcos. The Grand Plaza, a 325,000 square foot shopping, will include three restaurants, smaller fast-food outlets and retail shops. Located just south of state Route 78, local officials project the Grand Plaza will generate about $850,000 a year in sales-tax revenue when completed in October Ocean Ranch Corporate Center - Fueled by a strengthening regional economy and area companies expanding their local operations, the 400-acre Ocean Ranch Corporate Center continues to be one of the most successful industrial park developments in San Diego County. The park is being developed in two phases of 200 acres each, and includes approximately $60 million in infrastructure and land improvements. Upon completion in mid-2006, the project will boast an estimated total of 4.5 million square feet of facilities. Companies already located in this park include Native Floral Bouquets, Ashworth Inc., One Source Distributors, Car Sound, Roger Mann Packaging, and Magnaflow Performance Exhaust. 15. Sprinter - The North County Transit District is converting an existing freight rail corridor into a new passenger rail system. The new rail system will extend 22 miles along the Highway 78 corridor, spanning the cities of Oceanside, Vista, San Marcos, and Escondido, as well as portions of unincorporated San Diego County. Fifteen stations will be constructed with parking, intermodal access, and passenger amenities. The current budget for this project is $375.5 million. The anticipated start date for SPRINTER passenger service is December The project is expected to serve 15,000 average weekday boardings and 8,600 new riders daily by Liberty Station - According to the October 2005 issue of San Diego Metropolitan Magazine, the California Coastal Commission recently approved plans for the Liberty Station Resort Village, one of the final elements of the Liberty Station development in Point Loma. Liberty Station Resort is a venture between the Huntington Hotel Group and the Corky McMillin Cos. The resort village will house a 200-room Courtyard by Marriott and a 150-room Hilton Homewood Suites, as well as the former 33,000-square-foot Bayside Conference Center. In addition, the hospitality complex will include a portion of the waterfront esplanade, a pedestrian parkway that follows the boat channel through the Liberty Station community. Four restaurant and retail sites are also planned. Pending city permits, the project is expected to break ground in early-2006 with completion slated for late Upon completion, Liberty Station will include 125 acres of parks; open space and a boat channel; shopping villages and restaurants; a 28-acre civic, arts and cultural district, dubbed the NTC Promenade; the newly renovated nine-hole Sail Ho golf course. 17. Palomar Energy Project - Construction began in mid-2004 on a new 550-megawatt power plant on a 20-acre site within the planned 186-acre Escondido Research and Technology Center in Escondido. Completion is scheduled for mid-2006.

5 Among related development news, the Swiss biotech firm Novartis AG recently concluded construction on a $34 million bioengineering center and an $87 million cancer research center in the area. San Diego s University of California is adding a 100,000-square-foot facility for its new school of pharmacy, which will compliment the region s biotech industrial cluster. Gen-Probe has broken ground on a $43 million building that will double its space for molecular diagnostics, while providing space for up to 800 new employees. The 292,000-square-foot expansion is going up next to the existing headquarters at Genetic Center Drive, with completion expected in early Existing research facilities, such as the Salk Institute, Scripps Research Institute, and the Burnham Institute, serve as additional supports for the local and national biotech community. International trade is now one of the key industry sectors for the metro area. San Diego stands as a gateway to Mexico, Central America, and the Pacific Rim. In the last four years, revenues for San Diego exports have doubled. The Port of San Diego and San Diego International Airport are key components of the local trade sector, producing jobs along with commercial and tax revenue. Total export trade amounts to over 10% of gross metro product. High oil prices, bolstering Mexico s economy, is supporting growing consumer demand in Mexico, serving as a boost to San Diego s export businesses. In the middle of 2004, the Unified Port of San Diego marked the 500th cruise ship visit since the year Nearly 200 cruise ship calls (approximately 450,000 passengers) are expected to disembark at the B Street Cruise Ship Terminal Downtown during Each home-ported ship that begins and ends a cruise in San Diego has a $2 million local economic impact. TRANSPORTATION Serving more than 85 million air passengers and transporting 2.6 million tons of cargo each year, the region has the largest airport system in the world. The network is strained by the region's 16 million residents, millions of annual tourists, and the 12th largest economy in the world. By 2025, air passenger traffic is expected to double and cargo demand to triple. Carlsbad s McClellan-Palomar Airport is one of the busiest single-runway airports in the nation and serves the metropolitan area of northern San Diego County and the Southern California region in general. More than 400 aircrafts, including a significant number of corporate jets, are based at the McClellan-Palomar Airport. North County Transit has two terminal sites in Carlsbad for commuter rail service. While these stations currently serve the light rail line running from San Diego to Oceanside, the line will ultimately extend east to Escondido. Plans are underway for construction of rail network that will link Los Angeles, Riverside, San Bernardino, Orange, and San Diego counties, which includes connections to Carlsbad. The Southern California Association of Governments estimates that, with current revenue sources, the region will have approximately $100 billion in funds available for transportation over the next 20 years. COLLEGES University of California - San Diego is a major engine for regional economic growth. Faculty and alumni have spun off close to 200 local companies, including over a third of the region s biotech companies. UCSD is San Diego s second largest employer, with a monthly payroll in excess of $71 million and over 23,000 employees. San Diego County stands as a major educational center with over 250,000 students enrolled full or part-time at the county s universities and colleges. This high student population has helped to maintain a high demand for multifamily dwellings. The area s colleges/universities also support the needs of the region s industries. The University of California at San Diego (UCSD) has its own Center for Wireless Communications and is ranked third in the nation for total federal funds spent on research and development, while also being ranked in the top 10 nationally for higher education and scientific research. UCSD is an engine for regional economic growth, having spun off close to 200 local companies, including over a third of the region s biotech companies. Moreover, UCSD has a monthly payroll in excess of $71 million. COLLEGES/UNIVERSITIES SAN DIEGO COUNTY College / University Enrollment San Diego Community College District 100,000 Polomar Community College 28,000 San Diego State University 27,345 University of California - San Diego 23,045 Grossmont College 18,241 MiraCosta College 10,166 University of San Diego (Private Catholic) 7,262 Alliant International University 3,579 Note: San Diego 2004 Book of Lists MAJOR PRIVATE EMPLOYERS SAN DIEGO COUNTY Employer Employees Sharp Healthcare 12,167 Scripps Health 10,435 SBC Communications 6,988 Kaiser Permanente 6,290 Qualcomm 5,152 Science Applications Intl. Corp. 4,672 Sempra Energy 4,323 Kyocera 4,252 Sony 3,500 Children s Hospital and Healthcare 3,360

AERIAL Carlsbad Land - Intersection of Hoover Street & Adams Street, Fronting on Agua Hedionda Lagoon Carlsbad, CA By 2020, it is estimated that the city of San Diego will have added 450,000 more

6 AERIAL Carlsbad Land - Intersection of Hoover Street & Adams Street, Fronting on Agua Hedionda Lagoon Carlsbad, CA By 2020, it is estimated that the city of San Diego will have added 450,000 more people to its population, equating to a need for at least 170,000 additional housing units. The city is likely to fall short of this goal by 50,000 units. For the county as a whole, the housing shortage may be as large as 100,000 units by 2020, up from the estimated current shortage of 75,000 units. The population of the San Diego MSA rose from 2,498,103 in 1990 to 2,813,864 in 2000, equating to an increase of 12.6%. The population of the San Diego MSA is currently estimated at 2,990,724, and is expected to reach 3,156,632 by 2010, increasing by 1.1% annually over the next five years. 100,000 80,000 60,000 40,000 20,000 0 *PROJECTED 61,887 POPULATION GROWTH CITY OF CARLSBAD 78,247 87,542 96, * Phone: l Fax: l 5000 Birch Street, Suite 5600 l Newport Beach, CA Hendricks & Partners makes no warranty or representation about the content of this brochure. It is your responsibility to independently confirm its accuracy and completeness. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the property. The presence of molds may adversely affect the property and the health of some. If you have questions or concerns regarding this issue conduct further inspections by a qualified professional.

III. THE REGIONAL FRAMEWORK

THE SAN DIEGO REGIONAL ECONOMY III. THE REGIONAL FRAMEWORK The San Diego region, comprised solely of San Diego County, is one of California s most dynamic regions. The efforts of the University within