A Member’s right to use the Club Facilities and to sponsor guest use of the Club Facilities, shall be subject to rules and regulations which may from time to time be established by the Club’s Board of Directors. Members of the Club shall be entitled to full use of the Club Facilities and shall be responsible for the payment of monthly dues. A Member’s Spouse is entitled to the same privileges that the Member enjoys. Likewise, a Member’s children under the age of twenty-three (23) years who permanently reside in the Member’s principal residence shall be entitled to Membership privileges.

The initial membership in the Club will consist of no more than 475 golf memberships (including 25 Junior memberships) plus 20 Honorary Memberships. The Club also offers Social Memberships and may issue up to 20 Non-Resident Memberships.

Ownership of Membership Unit does not entitle a Member to receive any dividends or other distibutions from the Club. A Member who terminates his or her membership will be entitled to certain payments upon resale by the Club of the terminated Membership Unit according to the Club’s procedures regarding resale of Membership Units.

All applications for membership are subject to approval by the Club’s Board of Directors.

GOLF- Golf Members enjoy all privileges of the Club. The Golf Member, his or her spouse, and the Member’s sons and daughters under the age of twenty-three (23) who permanently reside in the Member’s residence shall not be required to pay greens fees for golf on the Club’s golf course. Unless otherwiseprovided, Golf Members will be responsible for payment of all fees and other normal expenses associated with the use of the Club Facilities, including, but not limited to, guest green fees, cart fees, caddie fees, tournament entry fees, food and beverage expenses, instruction fees and pro shop purchases. Golf Memberships are proprietary, have limited voting rights, are assessable (only after June 1, 2003), and terminate upon resignation, expulsion or death. The Membership Units are currently available at a subscription price of $48,000.

JUNIOR - Up to twenty-five (25) of the four hundred seventy-five (475) Golf Memberships may be obtained by individuals under the age of thirty-three (33) as Junior Memberships. Junior Members may enjoy the same rights and privileges as Golf Members, and shall be responsible for the payment of the same monthly dues and all other fees and expenses which may be paid by Golf Members. A Junior Membership shall terminate automatically upon the thirty-third birthday of the Junior Member. A Junior Member shall have the right to upgrade to a Golf Membership by paying the difference between the then-prevailing offering price established by the Club for Golf Memberships and the then-prevailing offering price established by the Club for Junior Memberships. the upgrade may be paid as follows: 33% at age thirty-three (33), 33% at age thirty-four (34), and 34% at age thirty-five (35). The subscription price for a Junior Membership is currently set at $20,000.00.

The guiding principles of Granite Bay Golf Club derive from the timeless tradition and quality associated with Cypress Point, San Francisco Golf Club, Riviera, Pine Valley and Augusta National. Our goal was to create a Modern Classic with the look, feel and style of these courses designed by Dr. Alister MacKenzie, A.W. Tillinghast, George Thomas and H.S. Colt, masters of the golden era of golf architecture. Since Opening in Fall of 1994, Granite Bay Golf Club has earned considerable recognition and acclaim for its course and clubhouse amenities. Membership Information is summarized for you in the following paragraphs. MEMBERSHIP SCHEDULE Golf Corporate Junior Social Purchase Price $48,000 $48,000 $20,000 $2,500 Monthly Dues $295 $295 $295 $50 Food & Beverage $150 $150 $150 $75 Annual Golf Package $450 $450 $450 Memberships in the Club will consist of no more than 475 Memberships (including 25 Junior Memberships). Social memberships, limited to 200, offer full clubhouse access, but no golf priveledges. All applications for membership are subject to approval by the Club’s Board of Directors. THE CLUB Granite Bay Golf Club is designed and organized to be a private traditional golf club which provides its Members, their families and guests with outstanding golf and social amenities. Location - 145 acre site south of East Roseville Parkway, between Wexford Circle and Barton Road in Granite Bay, Placer County. Golf Course - Eighteen hole 6,909 yard, par seventy-one, championship design, including generous fairways, bent grass greens and tees, full practice range, natural lakes, and granite outcroppings, plus a state-of-the-art irrigation system. Architect - Robert Trent Jones, Jr. Club Facilities - A Clubhouse and golf shop, with approximately 28,000 square feet of enclosed space including the following: Club bar and dining room, men’s and women’s locker rooms with adjoining lounges, exercise facility and massage room, library and reading room, business meeting rooms, golf bag and cart storage area, and golf shop facility, exterior snack bar and restrooms. Clubhouse Architect - Heise Reinen Macrae Associates and Kevin O’Brien MEMBERSHIP SUMMARY A Member’s right to use the Club Facilities and to sponsor guest use of the Club Facilities, shall be subject to rules and regulations which may from time to time be established by the Club’s Board of Directors. Members of the Club shall be entitled to full use of the Club Facilities and shall be responsible for the payment of monthly dues. A Member’s Spouse is entitled to the same privileges that the Member enjoys. Likewise, a Member’s children under the age of twenty-three (23) years who permanently reside in the Member’s principal residence shall be entitled to Membership privileges. The initial membership in the Club will consist of no more than 475 golf memberships (including 25 Junior memberships) plus 20 Honorary Memberships. The Club also offers Social Memberships and may issue up to 20 Non-Resident Memberships. Ownership of Membership Unit does not entitle a Member to receive any dividends or other distibutions from the Club. A Member who terminates his or her membership will be entitled to certain payments upon resale by the Club of the terminated Membership Unit according to the Club’s procedures regarding resale of Membership Units. All applications for membership are subject to approval by the Club’s Board of Directors. DESCRIPTION OF MEMBERSHIP CLASSES GOLF- Golf Members enjoy all privileges of the Club. The Golf Member, his or her spouse, and the Member’s sons and daughters under the age of twenty-three (23) who permanently reside in the Member’s residence shall not be required to pay greens fees for golf on the Club’s golf course. Unless otherwiseprovided, Golf Members will be responsible for payment of all fees and other normal expenses associated with the use of the Club Facilities, including, but not limited to, guest green fees, cart fees, caddie fees, tournament entry fees, food and beverage expenses, instruction fees and pro shop purchases. Golf Memberships are proprietary, have limited voting rights, are assessable (only after June 1, 2003), and terminate upon resignation, expulsion or death. The Membership Units are currently available at a subscription price of $48,000. JUNIOR - Up to twenty-five (25) of the four hundred seventy-five (475) Golf Memberships may be obtained by individuals under the age of thirty-three (33) as Junior Memberships. Junior Members may enjoy the same rights and privileges as Golf Members, and shall be responsible for the payment of the same monthly dues and all other fees and expenses which may be paid by Golf Members. A Junior Membership shall terminate automatically upon the thirty-third birthday of the Junior Member. A Junior Member shall have the right to upgrade to a Golf Membership by paying the difference between the then-prevailing offering price established by the Club for Golf Memberships and the then-prevailing offering price established by the Club for Junior Memberships. the upgrade may be paid as follows: 33% at age thirty-three (33), 33% at age thirty-four (34), and 34% at age thirty-five (35). The subscription price for a Junior Membership is currently set at $20,000.00. CORPORATE MEMBERSHIP PRIVILEGE Any membership issued by the Club may be held in the name of a corporation, partnership or business entity at the discretion of the Board ("Corporate Membership"). All fees, dues and expenses associated with the Corporate membership shall be the responsibility of the business entity subscribing for the Corporate Membership. The Corporate Membership must identify a designated representative. Each desginee may be changed by the Corporate Member one time during the calendar year for a transfer fee of $500, subject to the requirements that the substituted designee be approved for admission in the manner provided for individual members. In the event more than one Corporate Membership is purchased by a single business entity, a five percent (5%) discount will be granted the second Corporate Membership and a ten percent (10%) discount on all additional Corporate Memberships.

The monthly dues for Golf, Junior and Corporate Memberships are $295. In addition to monthly dues, the Club maintains a mandatory "golf package" (handicap recording and unlimited range balls for the family; locker, bag storage and club cleaning for the Member) and Members are charged an annual fee of $450. These charges are handled "a la carte" by many other clubs in the Sacramento area. The spouse "golf package" (locker, bagstorage and club cleaning) is optional, set at an annual fee of $225.