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Mountaineers Village II - Canmore, Alberta, Canada

Investment Opportunity:
Subordinated Mortgage for Mountaineers Village II

Next Closing: Thursday July 31, 2008.
Status: 70% Subscribed.

Mountaineers Village II photo
Mountaineers Village II photo.

Mountaineers Village II

Adjacent to the successful first phase of Mountaineers Village (now 100% complete), this second phase of 75,000 sq. ft. will feature 87 condominium hotel units and 21,000 sq. ft. of commercial retail / office space.

Condominium hotel units will be professionally managed by Bellstar Hotels & Resorts Inc., affording private owners access to a revenue stream to partially offset their total cost of ownership.

Mountaineers Village offers the only hospitality, convenience retail and commercial space available in Three Sisters' 1st Phase.

The project is architecturally designed in a modern Alpine Style catering to the "junction function" on the Three sisters pathway system and its cross road location.

Mountaineers Village II color elevation
Mountaineers Village II, an artist's impression of the village project.

Prior to commencing the Mountaineers Village II project, the Company conducted extensive financial analysis and due diligence of the project's investment feasibility, which analysis involved a team of outside consultants and our in-house experts led by General Manager Lawrence Hill. Lawrence has extensive experience in the planning, development, construction, and marketing of residential real-estate.

The budget cost to complete the Mountaineers Village project is $29.0 million, which includes funding provided by the First Mortgage (as defined below) and funding to be provided by the Mortgage.

Mountaineers Village II siteplan
Artist's rendering of Mountaineers Village II siteplan.

Status of Construction and Pre-sales

Underground site preparation has been completed.

Site servicing is expected to commence Summer/Autumn of 2008.

Because of the strong market we are experiencing today and continuing rise in sales prices we expect not to release units for sale until June 2008.

Projected project completion in 2011.

Mountaineers Village II blackline elevation
Artist's rendering of front elevation Mountaineers Village II.

Canmore

Canmore is a prosperous and progressive community with a population of 13,800. The town's location - just an hour's drive west of Calgary - makes it an ideal "home base" from which to explore other areas of Southern Alberta and the Rockies.

The information provided on this detail sheet is intended to summarize only. Although we believe this information to be correct, we do not warrant either its accuracy or completeness. Interested investors are advised to independently verify and review all details and documents prior to an investment being made. These include but are not limited to appraisals, credit reports, environmental assessments, engineering reports and surveys made available to Investors at the offices of Unity Investments Inc. Principal and interest are not guaranteed. Although the investment is secured by a mortgage on specific properties, it carries the inherent risks associated with a mortgage. These include but not limited to default by the Borrower, foreclosure, fluctuations in the real estate market, unfunded portions of the mortgage, expenditures made to secure the worth of the collateral and the general risks associated with a real estate investment. Mortgage terms are typically one year, however if the Borrower exercises their option to renew for up to one additional year term, all investors move automatically into the renewal and investors are paid out when the borrowers pay out the mortgage.

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Mountaineers Village Phase II Limited Partnership
- Mountaineers Village II

Project Description:
Combined residential apartments and 12,000 sq. ft. commercial space.

The commercial space has been optioned by UBG Alberta Limited Partnership.

Offering:
Offering of Mortgage Units.

Contract specifics for this investment opportunity:

Value:
Total placement $4.0 million.

Next Closing Date:
Thursday July 31, 2008.

Interest Rate:
12% annual return.
Interest paid quarterly.

Security:
Security by way of 2nd Mortgage.

Repayment:
Repayment after 36 months, with prepayment possibility after 24 months.

Servicing:
Site servicing is expected to commence Summer/Autumn of 2008.

Completion Date:
Projected project completion in 2011.

Issuer:
Mountaineers Village Phase II Limited Partnership (the "Company").

The Company:
The Company is owned and controlled by UBG Builders Inc., a real estate management company formed in 1998 that oversees a number of homebuilder companies with annual construction volume of approximately $400 million (2006).

Offering Details:
Private placement of up to 4,000 mortgage units ("Mortgage Units"). Each Mortgage Unit will represent and interest in a second mortgage (the "Mortgage") of up to $4.0 million to be provided to the Company to assist in completing the construction of approximately 44 suites, approximately 6000 sq. ft. of space to support the rental pool for the suites and approximately 12,000 sq. ft. of commercial space.

Offering Price:
$1,000 per Mortgage Unit, for aggregate gross proceeds of up to $4.0 million.

Minimum Subscription:
Minimum subscription amount of $25,000.00 for non-employees of the Company. Employees and relatives who purchase Mortgage Units will be subject to a minimum subscription amount of $5,000.

It is a condition of Closing that each subscriber complete, duly execute and deliver the prescribed form of Subscription Agreement (including the relevant Appendices) to the Company.

Mortgage:
The Mortgage Units will bear interest at a rate of 12.0% and will have a 36 month term, subject to right of the Company to prepay after 24 months. Payments of interest only will be made quarterly in arrears on the 1st of January, April, July and October, with the first payment being made on April 1, 2008. Principal will be repaid by balloon payment at the end of the term of the Mortgage.

After 24 months prepayment of part of principal may be made on 30 days notice with all principal returned to all investors on the same time.

The Mortgage will be subordinated to a first mortgage (the ÒFirst MortgageÓ) that will be attached to the Mountaineers Village II property. This first mortgage is expected to be no more than $24.3 million dollars and is expected to bear interest and repayment terms comparable to similar developments in Canmore.

Use of Proceeds:
The Company will use the proceeds of the Offering to finance the Mortgage.

Next Closing Date:
Sept 30, 2008, or such other date or dates, earlier or later, as determined by the Company.

Closing Date:
February 28, 2008, or such other date or dates, earlier or later, as determined by the Company.

Management Subscriptions:
Management and other insiders of the Company will be able to subscribe for Mortgage Units sold pursuant to the Offering.

Risk Factors:
An investment in the Mortgage Units should be considered highly speculative given the nature of the Mortgage Units, the business of the Company and the current stage of development of Mountaineers Village II. There is presently no market for the Debentures and one is not expected to develop in the future. There is no certainty that the Company will be able to meet its principal or interest obligations on the Mortgage Units as they become due.

The business risks facing the Company and the Mountaineers Village II project include, but are not limited to, the ability of the Company to complete the Mountaineers Village II project and to market the condominiums and commercial space in a profitable manner, the priority payment rights attached to the First Mortgage, the availability of additional sources of financing and capital to conduct future operations and to achieve and maintain an acceptable level of profitability from the Company's continuing operations. Specifically, there is no guarantee that the Mountaineers Village II project will be completed or that the condominiums will be sold.

The Company also has other interests than completing the Mountaineers Village II, project and, therefore, all of the Company's efforts will not be directed to completing the project.

In addition to the foregoing, the Company operates in the real estate development sector, which is subject to fluctuations in the real estate market, material costs and availability of trades, permits and legislative requirements.