Ultimate Resort Closes $100 Million Acquisition

Date: May 9, 2007

Acquisition of Tanner & Haley

Ultimate Resort, LLC announced today that it has closed the acquisition of substantially all of the real estate assets of Tanner & Haley, transforming Ultimate Resort into the industry’s second largest destination club with over 750 club members and an extensive portfolio of luxury club residences located in 25 world-class resort destinations in the United States, the Caribbean, Mexico and Europe. CapitalSource and JDI Realty provided over $100 million in debt and equity financing for the acquisition.

"We are extremely pleased that this important transaction has now closed, adding many new resort destinations, spectacular new club properties and hundreds of new members, greatly enhancing our strategic platform for continued club growth in the future," said Ultimate Resort Founder, President and CEO Jim Tousignant. "This positive outcome benefits all parties involved, especially the 650 new members who are now part of the growing Ultimate Resort family. We are also pleased to welcome more than 100 former Tanner & Haley employees, many of whom have years of experience providing five-star concierge and member services."

Ultimate Resort signed an asset purchase agreement with Tanner & Haley in November 2006, whereby Ultimate Resort agreed to acquire substantially all of the real estate assets of Tanner & Haley (T&H) after having been unanimously approved by the T&H Unsecured Creditors’ Committee. Subsequently Ultimate Resort won final sale approval from the US Bankruptcy Court to acquire Tanner & Haley’s assets, and on May 4, 2007 the acquisition closed with Ultimate Resort acquiring substantially all of the real estate assets of Tanner & Haley’s three former luxury destination clubs (Private Retreats, Distinctive Retreats, and Legendary Retreats). As part of the transaction more than 650 former members of Tanner & Haley have agreed to become members in Ultimate Resort and Ultimate Resort ELITE destination clubs.

Michael Szwajkowski, President of CapitalSource Structured Finance said: "As the industry leader in destination club real estate financing, CapitalSource is committed to helping finance market leaders like Ultimate Resort. We are strong believers in Ultimate Resort’s management team and their business model and we are proud to lead the financing of Ultimate Resort’s acquisition of Tanner & Haley’s luxury real estate portfolio, creating one of the top destination clubs in the industry."

Jeff Aeder, Chairman of JDI Realty said: "In the last two years, Ultimate Resort has grown substantially and has quickly become a leader in the luxury resort, hospitality and destination club market. We are excited to be partnering with Ultimate Resort on this important acquisition, and we are pleased to have made a significant investment in the future growth of Ultimate Resort."

About Ultimate Resort
Ultimate Resort is the industry’s second largest private destination club, and is designed to provide individuals, families and corporate members with exclusive club privileges and flexible access to a growing portfolio of properties located in exciting resort destinations throughout the United States, Mexico, the Caribbean and Europe. The club’s private homes are well-appointed luxury residences that offer concierge services and the amenities of a private country club. Annual fees for club membership vary depending on the Membership Plan selected. For individual and family members, Ultimate Resort eliminates the burden of owning a second home. For corporate members, Ultimate Resort is ideally suited for corporate reward or incentive programs for sales professionals, managers, key employees and clients. Additional information can be obtained by calling 877-955-1900 or via http://www.ultimateresort.com.

About CapitalSource
CapitalSource is a leading commercial lending, investment and asset management business focused on the middle market. CapitalSource manages an asset portfolio which as of March 31, 2007 was approximately $18.3 billion including: $9.5 billion in the commercial lending and investing business, $5.6 billion in the residential mortgage investment business, and $3.0 billion on behalf of third parties. Headquartered in Chevy Chase, Maryland, the company has approximately 540 employees in offices across the United States and in Europe.

About JDI Realty
JDI Realty LLC is a privately held real estate investment company, which focuses on the acquisition of underperforming and undervalued real estate assets throughout the United States. The company’s goal is to produce superior, risk-adjusted returns for its investors through the acquisition of a broad range of commercial properties including office buildings, shopping centers, warehouses, hotels, retirement facilities and raw land.