THREE FOUNTAINS OF VIERA, A CONDOMINIUM

Condominium Documents

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PROSPECTUS

FOR

THREE FOUNTAINS OF VIERA, A CONDOMINIUM

THIS PROSPECTUS OFFERING CIRCULAR CONTAINS IMPORTANTMATTERS TO BE CONSIDERED IN ACQUIRING A CONDOMINIUMUNIT.

THE STATEMENTS CONTAINED HEREIN ARE ONLY SUMMARY INNATURE. A PROSPECTIVE PURCHASER SHOULD REFER TO ALLREFERENCES, ALL EXHIBITS HERETO, THE CONTRACTDOCUMENTS, AND SALES MATERIALS.

ORAL REPRESENTATIONS CANNOT BE RELIED UPON ASCORRECTLY STATING THE REPRESENTATIONS OF THEDEVELOPER. REFER TO THIS PROSPECTUS OFFERING CIRCULARAND ITS EXHIBITS FOR CORRECT REPRESENTATIONS.

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THREE FOUNTAINS OF VIERA, A CONDOMINIUM

CAVEATS SUMMARY

THIS CONDOMINIUM WILL BE CREATED AND UNITS WILL BE SOLD IN FEE SIMPLE INTERESTS.

THERE IS A LIEN OR LIEN RIGHT AGAINST EACH UNIT TO SECURE THE PAYMENT OFASSESSMENTS OR OTHER EXACTIONS COMING DUE FOR THE USE, MAINTENANCE, UPKEEP,OR REPAIR OF THE RECREATIONAL OR COMMONLY USED FACILITIES. THE UNIT OWNER’SFAILURE TO MAKE THESE PAYMENTS MAY RESULT IN FORECLOSURE OF THE LIEN.

THE UNITS MAY BE TRANSFERRED SUBJECT TO A LEASE.

THERE IS A CONTRACT FOR THE MANAGEMENT OF THE CONDOMINIUM PROPERTY WITH RAMPARTNERS LLC.

THE DEVELOPER HAS THE RIGHT TO RETAIN CONTROL OF THE CONDOMINIUM ASSOCIATIONAFTER A MAJORITY OF THE UNITS HAVE BEEN SOLD.

For further information with respect to the Condominium Association, see Section 718.301, FloridaStatutes, and Section 4.15 of the By-Laws of the Condominium Association, a copy of which By-Laws isset forth as Exhibit "4" to the Declaration of Condominium attached hereto as Exhibit "A."

THE SALE, LEASE OR TRANSFER OF UNITS IS RESTRICTED OR CONTROLLED.

For further information, see Sections 17.8 and 17.15 of the Declaration of Condominium attached heretoas Exhibit A.

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INDEX

SUMMARY OF CERTAIN ASPECTS OF THE OFFERING

PROSPECTUS TEXT AND SUMMARY OF CERTAIN ASPECTS QF THE OFFERING I

Description of Condominium I

Recreational and Certain Other Commonly Used Facilities Intended to be Constructed Within the

Condominium Property 1

Description of the Properties, Master Association and Area of Common Responsibility 2

District Declaration of Restrictions 2

The Associations 2

Access and Utility Easement Agreement 3

Lien Rights 3

Leasing of Developer-Owned Units 4

Management of the Association and Maintenance and Operation of the Condominium Property 4

Transfer of Control of the Association 6

Restrictions on Use of Units and Common Elements and Alienability 6

Occupancy 7Children 7Pet Restrictions 7Alterations 7Use of Common Elements and Association Property 7Nuisances 7Leases 8Weight and Sound Restriction 8Hurricane Shutters 8Mitigation of Dampness and Humidity 9Vehicles and Repair 9Recreational Vehicles, Campers, Boats 9Outside Installations 9

Assignment of Developer Rights 9

Apportionment of Common Expenses and Ownership of the Common Elements 10

Development Fee; Purchase Agreement and Closing Expenses 10

Sales Commissions II

Identity of Developer 11

Contracts to be Assigned by Developer 11

Estimated Operating Budget 12

Easements Located or to be Located on the Condominium Property 12

State Disclosure 13

Evidence of Contractual Interest 13

General 13

Definitions 13

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EXHIBITS TO THE PROSPECTUS

Page orExhibit

A. Declaration of Condominium

I. Introduction and Submission i2. Definitions 13. Description of Condominium 44. Restraint Upon Separation and Partition of Common Elements 115. Ownership of Common Elements and Common Surplus and Share

of Common Expenses; Voting Rights 116. Amendment 117. Maintenance and Repairs 128. Additions, Improvements or Alterations by the Association 139. Additions, Alterations or Improvements by Unit Owner 1310. Changes in Developer-Owned Units 1411. Operation of the Condominium by the Association; Powers

and Duties 1412. Determination of Common Expenses and Fixing of

Assessments Therefore 1713. Collection of Assessments 1714. Insurance 2015. Reconstruction or Repair After Fire or Other Casualty 2316. Condemnation 2517. Occupancy, Transfer and Use Provisions and Restrictions 2718. Compliance and Default 3119. Termination of Condominium 3220. Additional Rights of Mortgagees and Others 3221. Covenant Running With the Land 3322. Disclaimer of Warranties 3323. Additional Provisions 34

Exhibit 1 - Legal Description

Exhibit 2 - Survey-Plot Plan

Exhibit 3 - Schedule of Percentage Shares of Ownership of CommonElements and Common Surplus and of Sharing of CommonExpenses

Exhibit 4 - By-Laws of Condominium Association

I. Identity I2. Definitions I3. Members I4. Directors 45. Authority of the Board 86. Officers 107. Fiduciary Duty 108. Compensation 119. Resignations 1110. Fiscal Management II11. Roster of Unit Owners 1412. Parliamentary Rules 1413. Amendments 1414. Rules and Regulations 1515. Official Records 1516. Certificate of Compliance 1617. Written Inquiries 1718. Conveyance to Condemning Authorities 1719. Arbitration 1720. Construction 1721. Captions 17

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Schedule A Rules and Regulations

Exhibit 5 - Articles of Incorporation of Condominium Association

1. Name 12. Office I3. Purpose I4. Definitions 15. Powers 16. Members 27. Term of Existence 28. Incorporator 39. Officers 310. Directors 311. Indemnification 412. By-Laws 613. Amendments 614. Initial Registered Office Address and

Name of Registered Agent 6

Exhibit 6 - Guaranteed Assessments

B. Master Covenants of the Master Association

C. Articles of Incorporation of the Master Association

D. By Laws of the Master Association

E. Declaration of Restrictions

F. Form of Purchase Agreement

Exhibit A - Election Form

Exhibit B - Receipt for Condominium Documents

G. Access and Utility Easement Agreement

H. Management Agreement

I. Cable/Internet Agreement

J. Alarm Agreement

K. Waste Agreement

L Submeter Agreement

M. Escrow Agreement

N. Estimated Operating Budget

0. Evidence of Contractual Interest

P. Alternative Media Disclosure Statement

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PROSPECTUS TEXT AND SUMMARY OF CERTAIN ASPECTS OF THE OFFERING

Description of Condominium

The name of the condominium is THREE FOUNTAINS OF VIERA, A CONDOMINIUM the"Condominium". The Condominium is located or to be located at 6401 Borasco Drive, Melbourne,Florida 32940. Three Fountains of Viera, LLC, a Florida limited liajility company the "Developer", is theowner of the unsold Units in the Condominium which are being offered for sale pursuant to thisProspectus. The Condominium will contain ten 10 three 3 story buildings having a total of two hundredfifty 250Units. The number of bedrooms and bathrooms in each Unit in the Condominium is set forth onSchedule "A" attached hereto. The proposed survey and plot plans of the Condominium are as set forthas Exhibit "2" to the Declaration Exhibit "A" to this Prospectus.

The Condominium will consist only of the Units described herein, the Common Elementsdescribed in the Declaration of Condominium attached hereto as Exhibit "A" and the recreational facilitiesdescribed in the section hereof entitled "Recreational and Certain Other Commonly Used FacilitiesIntended to be Constructed Within the Condominium Property".

The estimated latest date of completion of the construction, finishing and equipping of theCondominium is October 31, 2005, except as provided in the Purchase Agreement set forth as Exhibit "F"hereto to the contrary.

Recreational and Certain Other Commonly Used Facilities Intended to be Constructed Within theCondominium Property

The following facilities are intended to be constructed within the Condominium Property and areto be used, except as provided herein or in the Declaration, to the contrary, exclusively by Owners ofUnits in the Condominium, and their guests, tenants and invitees. The facilities are currently intended toinclude the following all to be located on designated portions of the Condominium Property:

Facility and/orroom Location

ApproximateSize or Floor

Area inSquare Feet

ApproximateCapacity

MinimumDollar Amount

of PersonalProperty to beAcquired byDeveloper

Pool Depth andWhether Heated

Pool Rear Patio 2895 58 N/A Pool is notheated and hasa depth rangingfrom 3 feet to 5

feetPool Deck Rear Patio 6441 N/A $5,000.00 N/AJaccuzi/Spa Rear Patio 113 II N/A N/AGazebo Rear Patio 576 N/A $9,830.00 N/APutting Green Behind Bldg. 1402 N/A N/A N/A

Barbeque Area Behind Bldg.1

662 N/A N/A N/A

Picnic Area BetweenBldgs. 3 and

4

325 N/A N/A N/A

MaintenanceBuilding

Clubhouse 648 2 N/A N/A

Men’s Restroom Clubhouse 159 3 N/A N/AWomen’sRestroom

Clubhouse 168 3 N/A N/A

Business Center/Cyber Café

Clubhouse 482 5 $4,100.00 N/A

Club Room Clubhouse 720 40 $6,400.0 N/AManager’s Office Clubhouse 147 2 $3,000.00 N/AEntertainment Area Clubhouse 360 24 $6,400.00 N/A

Fitness Center Clubhouse 481 9 $20,134.00 N/AUtility Room Clubhouse 22 1 $500.00 N/A

Unisex Restroom Clubhouse 78 1 N/A N/A

Conference Room Clubhouse 226 15 $3,600.00 N/A

Kids Room Clubhouse 173 5 N/A N/A

Library Clubhouse 92 2 $2,250.00 N/A

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Facility and/orroom Location

ApproximateSize or Floor

Area inSquare Feet

ApproximateCapacity

MinimumDollar Amount

of PersonalProperty to beAcquired byDeveloper

Pool Depth andWhether Heated

Card Room Clubhouse 125 10 ‘ N/A N/A

Front Foyer Clubhouse 175 N/A $1,900.00 N/ARear Porch Clubhouse 1060 N/A $11,800.00 N/AFront Porch Clubhouse 396 N/A N/A N/A

The facilities described above are intended to be constructed. The design, commencement andprogress of any such construction, however, will be in the sole discretion of the Developer. The maximumnumber of Units which may be located within the Condominium at the time any of the above-describedFacilities may be constructed and will use such Facilities in common will not exceed two hundred fifty250. The estimated date the above facilities will be available for use by Unit Owners is October 31,2005, except as provided in the Purchase Agreement set forth as Exhibit "F’ to the contrary. All locations,area, capacities, numbers and sizes, as set forth above, are approximations. The Developer will notprovide additional facilities not described above.

Description of the Properties, Master Association and Area of Common Responsibility

The Condominium is part of a development consisting of various residential, commercial, officeand other use areas denominated as "Districts" annexed into the Community Association and collectivelyreferred to as the "Properties". The Properties include, without limitation, the Condominium, and aresubject to the terms and conditions of the Declaration of Covenants, Conditions Easements, Reservationsand Restrictions for Central Viera Community the "Master Covenants" and governed by the CentralViera Community Association, Inc.the "Master Association". A copy of the Master Covenants togetherwith the Articles of Incorporation and Bylaws of the Master Association and all amendments thereto areattached as Exhibit "B", "C" and "D". The ultimate number, type and size of the additional Districts, if any,to be annexed to the Properties is not within the control of the Developer.

The Area of Common Responsibility of the Properties includes, but is not limited to, drainagesystems, open space, medians, street lights, entry features, signage, traffic control devises andpedestrian systems now or hereafter owned or operated by the Master Association as more fully set outto in the Master Covenants.

District Declaration of Restrictions

The Declarant under the Master Covenants also established the Declaration of Restrictions forHighlands of Viera West Apartments Multifamily District, a copy of which is attached as Exhibit "E" the"Declaration of Restrictions". The Declaration of Restrictions imposes use restrictions on theCondominium and Unit Owners and establishes provisions for the enforcement of the Declaration ofRestrictions by the Master Association. See section entitled "Restrictions on Use of Units and CommonElements and Alienability".

THE CONDOMINIUM WILL BE CREATED AND UNITS WILL BE SOLD IN FEE SIMPLE INTERESTS.

The Associations

The Condominium is part of the Properties see the subsection hereof entitled "Description ofProperty", and is subject to the following associations collectively, the "Associations":

Three Fountains of Viera CondominiumAssociation, Inc.

the "Condominium Association" or "Association"

Central Viera Community Association, Inc.the "Master Association"

Membership in the Condominium Association is associated with the Condominium and ismandatory for all Unit Owners. Membership in the Master Association is vested in each Unit Owner;voting in the Master Association, however, is restricted to the Voting Members, one of which is selectedfrom each District as more fully set out in the Master Covenants. The Voting Member of theCondominium District shall be the president of the Condominium Association.

There is no recreation lease or land lease associated with the Condominium or the Property;however, each Unit and Unit Owner will be assessed for a share of the expenses relating to the

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operation, maintenance, upkeep and repair of the Condominium Common Elements imposed pursuant tothe Declaration of Condominium and the expenses relating to the operation, maintenance, upkeep andrepair of, the Area of Common Responsibility imposed pursuant to the Master Covenants. TheCondominium Association is responsible for operating and maintaining the Common Elements of theCondominium. The Master Association is responsible for operating and maintaining the Area of CommonResponsibility of the Properties. The Condominium Association has the power to assess Unit Owners fora share of the expenses of the operation and maintenance,, including management fees, of theCondominium and to impose and foreclose liens in the event such assessments are not paid when due.The Master Association has the right to assess each individual Unit for assessments due under theMaster Covenants or bill the Condominium Association for the amounts due from all Unit Owners withinthe District, in which event the Condominium Association will then assess Unit Owners for their share ofsuch Master Association assessments. In the event the Condominium Association does not pay the totalcombined Master Association assessments when due or if the Unit Owner does not pay its assessment ifbilled directly by the Master Association, the Master Association has the right to impose and forecloseliens on the Unit that failed to pay its assessments. In addition, if the Master Association elects to bill theCondominium Association for the combined Unit assessments for all condominium Units and theCondominium Association fails to pay the Master Association, within thirty 30 days from its receipt of abill, the Master Association may send notice of such assessment to the Unit Owner or may in thealternative elect to sue the Condominium Association for the payment of any unpaid assessment. SeeSection 8.8 of the Master Covenants.

Reference should be made to the Declaration of Condominium, as well as the Articles ofIncorporation and By-Laws of the condominium Association and all amendments and supplementsthereto for a complete explanation of the powers and responsibilities of the Condominium Association.Reference should be made to the Master Covenants, as well as the Articles of Incorporation and By-Lawsof the Master Association for a complete explanation of the powers and responsibilities of the MasterAssociation and all amendments and supplements thereto, set forth in Exhibits "B", "C", and "D",respectively, of this Prospectus. For a complete explanation of the powers and responsibilities of theCondominium Association and Unit Owners as owners of the Condominium, see the subsections hereofentitled "Appointment of Common Expenses and Ownership of the Common Elements" and "EstimatedOperating Budget." The budget contained in this Prospectus as Exhibit "N" is estimated budget for theCondominium Association for the year stated herein. The budget includes the cost of the MasterAssociation assessments.

Access and Utility Easement Agreement

Highlands Viera I, LLC, a Georgia limited liability company, the prior owner of the CondominiumProperty "Prior Owner" entered into an Access and Utility Easement Agreement With The VieraCompany, a Florida corporation "Viera" recorded in Official Records Book 5307, at Page 1615 of thePublic Records of Brevard County, Florida the "Access Agreement". A copy of the Access Agreement isattached hereto as Exhibit "G". Under the terms of the Access Agreement the Prior Owner is grantedvarious access and utility easements over certain property owned by Viera which easements are for thebenefit of the Condominium Property since it creates vehicular and pedestrian ingress and egress acrosssuch areas as well as easements for certain utility facilities. In connection with such easements certainimprovements were constructed on the easement areas and the cost of maintenance, repair andreplacement of such facilities and improvements are to be paid by the Prior Owner and ultimatelyassumed by the Unit Owners as owners of the Condominium Property the "Maintenance Obligations". Aportion of the cost of the Maintenance Obligations related to the sidewalk and related improvementsreferred to as the Easement Area Two Improvements in the Access Agreement will be shared by theCondominium Association on a 50/50 basis with the owner of another project known as the Phase TwoParcel in the event such Phase Two Parcel is developed as set forth in the Access Agreement.

The cost of the Maintenance Obligations for the Condominium shall be paid by the CondominiumAssociation as a Common Expense. The Access Agreement provides that in the event the CondominiumAssociation fails to pay any of the cost of the Maintenance Obligations when due, a lien can be placed onthe entire Condominium upon the recording of a notice thereof in the County public records which can besubsequently foreclosed on by the Owner to whom payment is owed under the Access Agreement. TheCondominium Association has expressly assumed such future obligation to perform the MaintenanceObligations on behalf of the Unit Owners. Reference should also be made to the Access Agreement, acopy of which is attached as Exhibit "G" to this Prospectus. For a complete explanation of the duties andobligations of the Condominium Association and Unit Owners as owners of the Condominium, see thesubsections hereof entitled "Apportionment of Common Expenses and Ownership of the CommonElements" and "Estimated Operating Budget." The budget contained in this Prospectus as Exhibit "N" isthe projected estimated budget for the Condominium Association for the year stated herein. The budgetwill include any future cost of the Maintenance Obligations.

Lien Rights

THERE IS A LIEN OR LIEN RIGHT AGAINST EACH UNIT TO SECURE THEPAYMENT OF ASSESSMENTS OR OTHER EXACTIONS COMING DUE FOR THEUSE, MAINTENANCE, UPKEEP, OR REPAIR OF THE RECREATIONAL ORCOMMONLY USED FACILITIES. THE UNIT OWNER’S FAILURE TO MAKE THESEPAYMENTS MAY RESULT IN FORECLOSURE OF THE LIEN

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For further information with respect to the Condominium, see Section 13 of the Declaration ofCondominium; for further information with respect to the Property, see Article 8 of the Master Covenants.See also subsections hereof entitled "The Associations and "Access and Utility Easement Agreement."

Leasing of Developer-Owned Units

THE UNITS MAY BE TRANSFERRED SUBJECT TO A LASE.

The Developer has no present intention of engaging in a program of renting or leasing unsoldUnits, but the Developer reserves the right to do so depending upon market conditions upon such termsas Developer shall approve and as permitted by the Act and the rules promulgated thereunder. In theevent any Unit is sold prior to the expiration of the term of a lease which may occur during an indefiniteperiod, title to such Unit or Units will be conveyed subject to the lease or leases and purchasers willsucceed to the interests of the applicable lessor. If any Unit is sold subject to a lease, a copy of theexecuted lease will be attached to the Purchase Agreement in accordance with the terms of FloridaStatutes, Section 71 8.5031 a 4. If a Unit has been previously occupied, the Developer will so advisea prospective purchaser, in writing, prior to the time that the purchaser is requested to execute aPurchase Agreement, if required by law.

Management of the Association and Maintenance and Operation of the Condominium Property

THERE IS A CONTRACT FOR THE MANAGEMENT OF THE CONDOMINIUM PROPERTYWITH RAM PARTNERS LLC.

The Management Agreement for the management of the Condominium the "ManagementAgreement" by and between the Condominium Association and RAM Partners, LLC, is attached to thisProspectus as Exhibit "H".

Pursuant to the Management Agreement by and between the Condominium Association andRAM Partners, LLC, "Condominium Manager" or "Manager", the Condominium Manager will be retainedas exclusive manager of the Condominium. The term of the proposed Management Agreement is one 1year unless sooner terminated under Section 3 of the Management Agreement. After the one 1 yearterm the Management Agreement shall be extended for successive one 1 year periods and either partyshall have the right to terminate the Management Agreement upon thirty 30 days written notice to theother party.

Among the Condominium Manager’s duties which are performed in the name of, as agent forand on behalf and in assistance of the Association are the following:

a On the basis of an operating schedule, job standards and wage rates previously approvedby the Condominium Association’s Board of Directors on the recommendation of theManager, investigate, hire, pay, supervise and discharge the personnel necessary to beemployed in order to properly maintain and operate the Condominium. Such personnelshall in every instance be independent contractors or employees of the Manager.

b Receive and acknowledge service requests regarding those items for which the Manageris responsible hereunder, consider same and record action taken with respect to each.

c Manager shall cause the Buildings, appurtenances and grounds of the Condominium tobe maintained according to standards acceptable to the Condominium Association’sBoard of Directors and such other normal maintenance and repair work as may benecessary.

d Subject to approval by the Condominium Association’s Board of Directors, make contractsfor insurance, water, electricity, gas, fuel, oil, telephone, vermin extermination and otherservices pertaining to the common areas as may be agreed to by the Manager and theCondominium Association’s Board of Directors or such of them as the CondominiumAssociation’s Board of Directors shall deem advisable.

e Assist the Association in obtaining all forms of insurance needed adequately to protectthe Condominium Association, its members and their mortgages as their respectiveinterest may appear, including, but not limited to, public liability insurance, fire andextended coverage insurance and burglary and theft insurance.

f All expenses of operation and management may be paid from the CondominiumAssociation’s funds held by the Manager.

g Maintain a comprehensive system of office records, books and accounts in a mannersatisfactory to the Condominium Association’s Board of Directors, which records shall besubject to examination by their authorized agents at all reasonable hours.

h Annually, at such time as the Condominium Association’s Board of Directors shall requestin writing, prepare an operating budget setting forth an itemized statement of theanticipated receipts and disbursements for the new fiscal year based upon the then

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current schedule of monthly assessments and taking into account the general condition ofthe Condominium.

i Operate and maintain the Condominium according to the highest standards achievableconsistent with the overall plan of the Condominium Association or as directed by theBoard of Directors and as described in the "Management Specifications" attached to theManagement Agreement.

During the term and any extended term of the Management Agreement, the Manager shall becompensated at the rate of $4,500 per month which is $54,000 per year plus the cost of any maintenanceand service personnel necessary to maintain and operate the Condominium.

The Condominium Association has not entered into contracts having a term in excess of one Iyear for the purpose of maintenance and operation of the Condominium and of other property that willserve the Unit Owners of the Condominium except as specified below:

a The Condominium Association has entered , a Bulk Cable Service and Right of EntryAgreement the "Cable/Internet Agreement". With regard to the Cable/InternetAgreement the following is hereby provided:

The names of the contracting parties are Bright House Networks, LLC "BHC"and the Condominium Association.

ii. The term of the Cable/Internet Agreement is ten 10 years. The Cable/InternetAgreement provides for automatic successive renewals for a period of three 3years each at the expiration of the initial term unless either party gives the otherwritten notice at least ninety 90 days prior to the expiration of the initial orrenewal term of its intent to terminate the Cable/Internet Agreement.

iii. The nature of the service provided in the Cable/Internet Agreement is to provideBulk Standard Cable Basic Service for the payment of the Cable Fee as specifiedbelow. In addition, Unit Owners may obtain other services including digitaltelevision, movie channels, pay services, pay per view channels, pay per viewprograms and Internet services upon the payment by the Unit Owners ofAdditional Fees directly to BHC.

iv. The fee paid by the Condominium Association under the Cable/InternetAgreement "Cable Fee" is at the rate of $24.95 per Unit per month which is$6,237.50 per month and $74,850.00 per year which is subject to increase byBHN on an annual basis of not more that 5% of the Cable Fee paid for theprevious year.

v. A copy of the Cable/Internet Agreement is attached as Exhibit "I" to thisProspectus.

b The Developer has entered, on behalf of the Condominium Association a CommercialAgreement with ADT Security Services, Inc. for provision of certain fire alarm and burglarmonitoring and inspection services, the "Alarm Agreemenr. With regard to the AlarmAgreement the following information is provided:

i. The names of the contracting parties are ADT Security Services, Inc. the "AlarmCompany" and the Developer as assignee of the Prior Owner on behalf of theCondominium Association.

ii. The term of the Alarm Agreement is three 3 years. The Alarm Agreementprovides for automatic one 1 year renewals of the initial term and subsequentrenewal terms unless terminated by either party by giving written notice oftermination to the other party at least thirty 30 days prior to the termination ofthe initial term or any renewal term.

iii. The nature of the service provided in the Alarm Agreement is the monitoring ofexisting fire alarms as contained in certain portions of the Common Elements ofthe Condominium but not the individual Units and monitoring existing burglaralarms in the Clubhouse and model apartment and to provide inspection on suchfire alarm system.

iv. The compensation to be paid under the Alarm Agreement of $352.42 per monthwhich is the sum of $4,229.00 per year plus tax the "Compensation". TheAlarm Company will have the right to increase the Compensation commencing inthe second year of the initial term and each subsequent year of the initial termand any renewal term.

v. A copy of the Alarm Agreement is attached as Exhibit "J" to this Prospectus.

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c The Developer has entered, on behalf of the Condominium Association a ServiceAgreement with Waste Management for the provision of waste compactors for theremoval of waste from the Condominium the ‘Waste Agreement". With regard to theWaste Agreement the following information is provided:

i. The names of the contracting parties are the Waste Management the ‘WasteCompany" and the Developer as assignqe of the Prior Owner on behalf of theCondominium Association.

ii. The term of the Waste Agreement is five 5 years. The Waste Agreement doesprovide for automatic three 3 year renewals of the initial term and any renewalterm unless either party sends written notice of termination by certified mail returnreceipt requested not less than ninety 90 days prior to the expiration date of theinitial term or subsequent renewal term.

iii. The nature of the service provided in the Waste Agreement is the provision ofwaste compactors for the removal of waste from the Condominium.

iv. The compensation to be paid under the Waste Agreement is $549.00 per monthwhich is $6,588.00 per year for the services plus a $207.84 waste haulingcharge per haul the "Rate".

v. A copy of the Waste Agreement is attached as Exhibit "K" to this Prospectus.

d The Developer has entered into, on behalf of the Condominium Association a SubmeterBilling Service Agreement with Commercial Water Energy Company for provision ofsubmeter billing services for water and energy usage for the Units the "SubmeterAgreement". With regard to the Submeter Agreement the following information isprovided:

i. The names of the contracting parties are Commercial Water Energy Company the"CWE" and the Developer.

ii. The term of the Submeter Agreement is five 5 years. The Submeter Agreementprovides for automatic one I year renewals of the initial term and subsequentrenewal terms unless terminated by either party by giving written notice of terminationto the other party at least sixty 60 days prior to the termination of the initial term orany renewal term.

iii. The nature of the service provided in the Submeter Agreement is the provision ofsubmeter billing services for water and energy usage for the Units.

iv. The compensation to be paid under the Submeter Agreement is at the rate of $3.00per Unit on a monthly basis. Accordingly, the compensation to be paid is $750.00per month which is the sum of $9,000 per year the "Compensation". TheCompensation will increase annually depending on increases in the Consumer PriceIndex which increase shall be capped at 6% per annum commencing in the secondyear of the initial term and each subsequent year of the initial term and any renewalterm.

v. A copy of the Submeter Agreement is attached as Exhibit "L" to this Prospectus.

Transfer of Control of the Association

The initial officers and directors of the Condominium Association are or will all be designees ofthe Developer.

THE DEVELOPER HAS THE RIGHT TO RETAIN CONTROL OF THE CONDOMINIUMASSOCIATION AFTER A MAJORITY OF THE UNITS HAVE BEEN SOLD.

See Section 718.301, Florida Statutes, and Section 4.15 of the By-Laws of the Association, acopy of which By-Laws is set forth as Exhibit "4" to the Declaration of Condominium.

The Directors of the Condominium Association designated by the Developer will be replaced byDirectors elected by Unit Owners other than the Developer in accordance with the applicable provisionsof the Florida Condominium Act, Section 718.301, Florida Statutes, and Section 4.15 of the By-Laws.

THE SALE, LEASE OR TRANSFER OF UNITS IS RESTRICTED OR CONTROLLED.

See Sections 17.8 and 17.15 of the Declaration for further details

Restrictions on Use of Units and Common Elements and Alienability

The following is a summary of certain of the restriótions which affect the Units. The Developerand certain related parties are exempt from the restrictions to the extent permitted by law.

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Occupancy.

Each Unit shall be used as a residence only, whether for permanent or temporary use, all inaccordance with all applicable county, city and state codes, ordinances and regulations.

Children.

Children shall be permitted to be occupants of Units, but are restricted in certain activities. Seethe Rules and Regulations attached to the By-Laws Exhibit "4" to the Declaration of Condominium asSchedule A thereto.

Pet Restrictions.

No Owner occupant of a Unit, including lessees and guests, shall be permitted to maintain anyanimals in their Unit or the Condominium Property except as permitted herein. Each Owner or occupantregardless of the number of joint owners or occupants of a one bedroom Unit may maintain one 1 cator dog in his Unit, and each Owner or occupant regardless of the number of joint owners or occupantsof a two bedroom or three bedroom Unit may maintain two 2 cats and/or dogs i.e., 1 cat and I dog or 2dogs or 2 cats. Each dog cannot weigh more than 35 pounds. Each cat cannot weigh more than 15pounds. Caged birds and a fish tank as provided below may be maintained in a Unit. The foregoing ispermitted provided that such pets are: a permitted to be so kept by applicable laws and regulations, bnot left unattended on balconies except that bird cages and fish tanks will not be permitted in balconies,c generally, not a nuisance to residents of other Units or of neighboring buildings and d not a GermanShepherd, Rottweiler, Doberman Pinscher or any breed or bull terrier or similar dog commonly referred toas a "pit bull" or other breed considered to be dangerous by the Board of Directors; provided that neitherthe Board nor the Association shall be liable for any personal injury, death or property damage resultingfrom a violation of the foregoing and any occupant of a Unit committing such a violation shall fullyindemnify and hold harmless the Board of Directors, the Developer, each Unit Owner and the Associationin such regard. Unless otherwise approved by the Association a Unit Owner or his tenant shall be limitedto one 1 fish tank not to exceed 30 gallons. See Section 2.10 of the Declaration of Restrictions forfurther restrictions concerning pets.

Alterations.

No Unit Owner shall cause or allow improvements or changes to any Unit, Limited CommonElements appurtenant thereto, Common Elements or Association Property, including, bUt not limited to,painting or other decorating of any nature, installing any electrical wiring, television antenna, signs,machinery, or air-conditioning units, without obtaining the prior written consent of the Association.Curtains, blinds, shutters, levelors, or drapes or linings thereof which face the exterior windows or glassdoors of Units shall be white or off-white in color and shall be subject to disapproval by the Association, inwhich case they shall be removed and replaced with acceptable items. See section 2.8 of the MasterCovenants for further restrictions concerning signs.

Use of Common Elements and Association Property.

The Common Elements and Association Property shall be used only for furnishing of the servicesand facilities for which they are reasonably suited and which are incident to the use and occupancy ofUnits. In that regard, each purchaser understands and agrees that it is the intention of the Developer thatthe stairwells of the Buildings are intended for ingress and egress in the event of emergency only and assuch are constructed and left unfinished solely as to be functional for said purpose, without regard to theaesthetic appearance of said stairwells. The foregoing is not intended to prohibit the use of the stairwellsfor any other proper purpose. Similarly, any parking garages and utility pipes serving the Condominiumare intended solely for functional purposes, and as such will be left unfinished without regard to theaesthetic appearance of same.

Nuisances.

No nuisances shall be allowed on the Condominium or Association Property, nor shall any use orpractice be allowed which is a source of annoyance to occupants of Units or which interferes with thepeaceful possession or proper use of the Condominium and/or Association Property by its residents,occupants or members. No activity specifically permitted by the Declaration, shall be deemed a nuisance.No improper, offensive, hazardous or unlawful use shall be made of the Condominium or AssociationProperty or any part thereof, and all valid laws, zoning ordinances and regulations of all governmentalbodies having jurisdiction there over shall be observed. See Sections 17.6 and 17.7 of the Declarationand the Rules and Regulations set forth as Schedule A to the By-Laws of the Association. See Section6.2 of the Master Covenants and Section 2.11 of Declaration of Restrictions for nuisance provisionsrelating to the Property.

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Leases.

Leasing of Units shall not be subject to the prior written approval of the Association, provided,however, that each lease shall specifically provide or, if it does not, shall be automatically deemed toprovide that a material condition of the lease shall be the tenant’s full compliance with the covenants,terms, conditions and restrictions of the Declaration, and with any and all rules and regulations adoptedby the Association from time to time. The Unit Owner will be jointly and severally liable with the tenant tothe Association for any amount which is required by the Association to repair any damage to the CommonElements resulting from acts or omissions of tenants as determined in the sole discretion of theAssociation and to pay any claim for injury or damage to property caused by the negligence of thetenant. All leases are subordinate to any lien filed by the Condominium Association, whether prior orsubsequent to such lease. No lease of a Unit shall be for a term of less than two 2 consecutive monthsand no Unit may be leased more than twice in any twelve 12 month period.

Weight and Sound Restriction.

Hard and/or heavy surface floor coverings, such as tile, marble, wood, and the like and carpetingwill be permitted throughout the Unit including bedrooms provided that certain sound insulation is installedas further set forth in the following sentence. Acceptable sound insulation for hard flooring and carpetingnot installed by Developer is as follows: i Proflex Isolation Sound Membrane, or a product that meetsor exceeds its ANSI specifications, may be used as a sound insulator under all hard floor surfaces appliedas specified by the manufacturer; or ii Laticrete #18 underlayment, or a product that meets or exceedsits ANSI specifications, may be used as a sound insulator under all hard floor surfaces applied asspecified by the manufacturer; or iii 1/4" cork underlayment may be used as a sound insulator under allhard floor surfaces except marble, granite and other natural stone applied as specified by themanufacturer; iv Minimum of 80 oz. padding is required under carpeting. Other acceptable soundinsulation may be as installed by the Developer or installed prior to the recordation of the Declaration. Thefloor finish in all balconies shall be in white, off white or light beige tones or in the color designated orapproved by the Developer or the Association. Further, the installation of any improvement or heavyobject must be submitted to and approved by the Board, and be compatible with the overall structuraldesign of the Buildings. The Board of Directors may require a structural engineer to review certain of theproposed improvements, with such review to be at the Owner’s sole expense. Owners will be held strictlyliable for violations of these restrictions and for all damages resulting therefrom and the Association hasthe right to require immediate removal of violations. Applicable warranties of the Developer, if any,shall be voided by violations of these restrictions and requirements. Each Owner, by acceptanceof a deed or other conveyance of their Unit, hereby acknowledges and agrees that soundtransmission in Buildings such as those contained in the Condominium is very difficult to control,and that noises from adjoining or nearby Units and or mechanical equipment can often be heardin another Unit. The Developer does not make any representation or Warranty as to the level ofsound transmission between and among Units and the other portions of the CondominiumProperty, and each Unit Owner hereby waives and expressly releases any such warranty andclaim for loss or damages resulting from sound transmission.

Hurricane Shutters.

Subject to any required approval by the Master Association in accordance with the MasterCovenants, the Board of Directors shall, from time to time, establish hurricane shutter specifications whichcomply with the applicable building code, and establish permitted colors, styles and materials forhurricane shutters. The Association shall approve the installation or replacement of hurricane shuttersconforming with the Board’s specifications. The Board may, with the approval of a majority of votinginterests in the Condominium, install hurricane shutters, and may maintain, repair or replace suchapproved shutters, whether on or within Common Elements, Limited Common Elements, Units orAssociation Property; provided, however, that if laminated glass or window film, in accordance with allapplicable building codes and standards, architecturally designed to serve as hurricane protection, isinstalled, the Board may not install hurricane shutters in accordance with this provision. All shutters shallremain open unless and until a storm watch or storm warning is announced by the National WeatherCenter or other recognized weather forecaster. A Unit Owner or occupant who plans to be absent duringthe hurricane season must prepare his Unit prior to his departure by designating a responsible firm orindividual to care for his Unit should a hurricane threaten the Unit or should the Unit suffer hurricanedamage, and furnishing the Association with the names of such firm or individual. Such firm or individualshall be subject to the approval of the Association.

Each Unit Owner, by acceptance of a deed or other conveyance of a Unit, shall be deemed tohave recognized and agreed that the Developer has provided to the Association laminated glassarchitecturally designed and/or other hurricane protection devices such as hurricane shutters to serve ashurricane protection for those portions of the Building requiring shutters or equivalent protection inaccordance with the applicable building code in effect at the time that the permits for the Building wereobtained. The Association shall be solely responsible for the installation of hurricane shutters from time totime and the costs associated therewith shall be deemed a part of the Common Expenses of theCondominium that are included in the Assessments payable by Unit Owners. The obligations of theAssociation assumed hereby shall include, without limitation, development of appropriate plans to allowfor the timely installation of the shutters, and all obligations with respect to the repair, replacement and/orupgrade of the shutters. Developer shall have no obligations with respect to the installation of theshutters, and/or for the repair, replacement and/or upgrade of the shutters.

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Mitigation of Dampness and Humidity.

No Unit Owner shall install, within his or her Unit, or upon the Common Elements or AssociationProperty, non-breathable wall coverings or low-permeance paints. Additionally, any and all built-incasework, furniture and/or shelving in a Unit must be installed over floor coverings to allow air space andair movement and shall not be installed with backboards flush against any gypsum board wall.Additionally, all Unit Owners, whether or not occupying the Unit, shall periodically run the air conditioningsystem to maintain the Unit temperature, whether or not occupied, at 78°F, to minimize humidity in theUnit. While the foregoing are intended to minimize the potential development of molds, fungi, mildew andother mycotoxins, each purchaser understands and agrees that there is no method for completelyeliminating the development of molds or mycotoxins. The Developer does not make any representationsor warranties regarding the existence or development of molds or mycotoxins and each Owner shall bedeemed to waive and expressly release any such warranty and claim for loss or damages resulting fromthe existence and/or development of same. Further, given the climate and humid conditions in SouthFlorida, molds, mildew, toxins and fungi may exist and/or develop within the Unit and/or the CondominiumProperty. Each Owner is hereby advised that certain molds, mildew, toxins and/or fungi may be, or ifallowed to remain for a sufficient period, may become, toxic and potentially pose a health risk. Byacquiring title to a Unit, each Owner shall be deemed to have assumed the risks associated with molds,mildew, toxins and/or fungi and to have released the Developer from any and all liability resulting fromsame.

Vehicles and Repair.

No inoperative cars, motorcycles, trucks or other types of vehicles shall be allowed to remainwithin or upon any portion of the Condominium for a continuous period in excess of forty eight 48 hours;provided, however, this provision shall not apply to any such vehicle being kept in an enclosure and notvisible from the street or any portion of the Condominium. No semi-tractors, semi-tractor trailers, orvehicle having more than two 2 axles may be stored or parked on the Condominium- except vehiclesdirectly related to the construction of improvements upon the Condominium from 6:00 a.m. to 7:00 p.m.daily while such construction is in progress. See Section 2.4 of Declaration of Restrictions.

Recreational Vehicles, Campers, Boats

No recreational vehicles, motor homes, campers, boats or any other type of water craft, or anytrailer relating thereto, may be parked overnight or stored on the Condominium except in an enclosedbuilding or in an area designated for such parking, which area must be enclosed by a opaque fence,berm, landscape screen or other visual barrier approved by the PRC Plan Review Committee as referredto in the Declaration of Restrictions screening such areas from the view of adjoining portions of theCondominium, any other properties, and any public right-of-way. See SectiOn 2.9 of the Declaration ofRestrictions.

Outside Installations.

No radio station or short-wave operations of any kind shall operate from any Unit, LimitedCommon Elements or Common Elements. Except to the extent permitted under applicable laws, noexterior satellite dish, or other transmitting or receiving apparatus, radio antenna, television or otherantenna of any type shall be erected or maintained on the Common Elements, Limited CommonElements, or Units, without the prior written consent of the Association. Notwithstanding the foregoing,upon obtaining the prior written consent of the Association, satellite dishes, and other devices permittedunder applicable law, may be installed within the Units or within any Limited Common Elementsappurtenant thereto, provided, however, that in no event shall any such device be installed in or on anyother portion of the Condominium Property. To the extent permissible under applicable law, theAssociation may enact Rules and Regulations, requiring that any such devices which may be permittedunder applicable law are comparable in size, weight and appearance, are installed and maintained in amanner designed to protect the safety of the Buildings and its occupants and satisfy any standardsestablished by the Association for architectural appearance purposes. The foregoing is subject to theprovisions of Section 2.12 and other applicable provisions of the Declaration of Restrictions.

For these and other restrictions upon the use of Units and Common Elements, reference shouldbe made to all Exhibits contained in this Prospectus particularly Sections 9 and 17 of the Declaration theRules and Regulations attached to the By-Laws as Schedule A and to Article VI of the Master Covenantsand Article II of the Declaration of Restrictions, in addition to the specific references noted.

Assignment of Developer Rights

The Developer may assign all or any portion of its rights under the Declaration of Condominium. Inthe event of a full "blanket" assignment of all of the Developer ‘s rights or remaining rights to a successor,assignee or pledgee, the result of which is that the Developer named herein shall no longer have any rights,such assignee shall be deemed the Developer for all purposes. In the event of an assignment of less thanall of the rights of the Developer, the assignee shall not be deemed the Developer, but may exercise suchrights of the Developer as are specifically assigned to it. Any partial but not "blanket" assignment of theDeveloper ‘s rights may be made on a non-exclusive basis and/or for a limited purpose or period of time. Anyperson or entity as to whom or which all or certain of the Developer ‘s rights hereunder have been assignedmay further assign such assignee’s rights, in whole or in part, unless restricted or prohibited in theassignment made by the Developer or a successor assignor thereof.

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Utilities and Certain Services

Utilities and certain other services will be furnished to the Condominium as follows:

Electricity Florida Power & Light Company

Telephone BellSouth

Water City of Cocoa, Brevard County

Sanitary Sewage and Waste Disposal City of Cocoa, Brevard County

Solid Waste Removal Waste Management

Except for electricity and telephone which are billed individually to each Unit, all of the above services areCommon Expenses of the Condominium.

Apportionment of Common Expenses and Ownership of the Common Elements

The Owners of each Unit will own an undivided interest in the Common Elements of theCondominium and Common Surplus of the Condominium Association and shall be obligated for aproportionate share of the Common Expenses. Generally speaking, the Common Elements consist of allparts of the Condominium Property not included in the Units. The Common Expenses include allexpenses and assessments properly incurred by the Association for the Condominium which are to beshared by the Unit Owners, including, without limitation, i the costs of maintaining, operating andinsuring the Common Elements of the Condominium, ii the cost of a master antenna television systemor duly franchised cable television service obtained pursuant to a bulk contract; iii the cost of any bulkcontract for broadband, telecommunications, satellite and/or internet services, if any, iv if applicable,costs relating to reasonable transportation services, insurance for directors and officers, roadmaintenance and operation expenses, in-house and/or interactive communications and surveillancesystems; v the real property taxes, Assessments and other maintenance expenses attributable to anyUnits acquired by the Association; vi all expense of installation, repair, and maintenance of hurricaneshutters by the Board; and vi any unpaid share of Common Expenses or Assessments extinguished byforeclosure of a superior lien or by deed in lieu of foreclosure and vii all amounts and assessments dueunder the Master Covenants. Each Unit’s percentage interest in the Common Elements and CommonSurplus and percentage share of the Common Expenses will be as set forth in Exhibit "3" to theDeclaration, same having been computed based upon the total square footage of the unit in uniformrelationship to the total square footage of each other unit.

The Condominium’s share of expenses due under the Master Covenants will be allocated amongthe Units based upon each Unit’s percentage interest in the Common Elements and such amounts are asset forth in the Budget referred to in Section entitled "Estimated Operating Budget."

Development Fee; Purchase Agreement and Closing Expenses

At the closing of title, the Purchaser will pay the Developer a development fee equal to one andthree-quarters percent 1.75% of the total purchase price of the applicable Unit the "Development Fee".From this Development Fee, Developer will pay the cost of officially recording the Deed, documentarystamp taxes on the Deed, the premium for the owner’s title insurance policy that Seller will cause to beissued to the Buyer, and a reimbursement of Seller’s administration and marketing expenses andattorneys’ fees in connection with the development of the Condominium which are principally intended toprovide additional revenue and to cover out-of-pocket and internal costs and expenses of Sellerassociated with the development of the Condominium and the sale of Condominium Units in theCondominium. The Development Fee will be subject to increase to the extent that any of suchspecifically mentioned costs increase or in the event that there are additional charges or governmentaltaxes for recording the deed and conveyance, such as surtax. Developer will use a title company or lawfirm as determined by Developer, or other closing agent designated by Developer "Developer’s ClosingAgent" to issue the title insurance policy for this transaction for the purchase of the Unit. In addition,Purchaser has the right to use, other than Developer’s Closing Agent, its title company/closing agent toissue the title insurance policy for this transaction in connection with the purchase of the Unit the "Buyer’sClosing Agent". In the event the Buyer elects to utilize Buyer’s Closing Agent to issue the owner’s titleinsurance policy and the lender’s title insurance policy, if applicable, Developer will pay from theDevelopment Fee the owner’s title insurance policy premium charges to Buyer’s Closing Agent.

At the time of closing of title, the purchaser will also make a contribution to the funds of theCondominium Association, said contribution to be in an amount equal to twice the monthly assessmentamount payable to the Condominium Association which contribution is not to be credited against regularassessments. This sum shall be deposited in the Association’s accounts for the intended purpose ofestablishing initial operating funds and working capital and for initial, non-recurring expenses.Notwithstanding the foregoing intent, however, all contributions may be used by the Association for anypurpose including, but not limited to, the reimbursement of the Developer for certain expenses as moreparticularly described in the subsection hereof entitled "Contracts to be Assigned by Developer". Forfurther details on the use of start up funds, see paragraph 19 of the Purchase Agreement.

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Expenses relating to the purchaser’s Unit for example, taxes and governmental assessmentsand current maintenance assessments due the Condominium Association will be apportioned betweenthe Developer and the purchaser as of closing. However, payments or credits for tax prorations will not bemade until the actual tax bill is received by the Purchaser.

Purchasers shall also be required to pay, at closing: i a reimbursement to Seller for any utility,cable or interactive communication deposits or hook-up fees whch Seller may have advanced prior toclosing for the Unit, ii any charge for any options or upgrading of standard items included, or to beincluded, in the Unit and iii late charges, if applicable, all as provided in the Purchase Agreement.

If the Developer permits a closing to be rescheduled from the originally scheduled closing date atthe request of a purchaser, such purchaser shall pay to the Developer, at the time of rescheduling, a lateclosing charge determined in the manner set forth in the Purchase Agreement. In addition, all closingprorations except maintenance assessments due to the Association which shall be prorated as of theactual closing date shall be made as of the originally scheduled closing date. Developer is not obligatedto consent to any such delay.

All purchasers obtaining a mortgage also will pay any "points", origination fees, appraisal fees,prepaid interest due, lender’s title insurance premiums, and all other charges the lender may charge atclosing, and if required, an amount to be determined by the lender to establish an escrow for payment ofreal estate taxes and other charges relating to the Unit and any private mortgage insurance premiums, ifapplicable. Additionally, if purchaser obtains a loan and elects to have Developer’s closing agent act as"loan" closing agent as well, purchaser shall pay such closing agent an aggregate sum not to exceed$650.00 for the agent’s title examination, title searching and closing services related to acting as "loanclosing agent", plus reimbursement of any applicable costs, including, without limitation the costs of anytitle endorsements required by purchaser’s lender. Notwithstanding any of the references in thePurchase Agreement to coordinating closing with any lender that Buyer may elect to obtain, nothingherein shall be deemed to make the Purchase Agreement, or Buyer’s obligations under the PurchaseAgreement, conditional or contingent in any manner on Buyer obtaining a loan to finance any portion ofthe Purchase Price; it being the agreement of Buyer that Buyer shall be obligated to close "all cash".

The Developer is not obligated to provide a purchaser with a title opinion or an abstract of title. Apolicy of owner’s title insurance, however, will be provided to a purchaser at the Developer’s expensepaid for from the closing charge described above after closing.

In the event that any closing expense described above is not fixed as to the dollar amountthereof, such dollar amount is, as of the effective date of this Prospectus, unknown.

The form of Purchase Agreement set forth as Exhibit "F" hereto may be modified in any mannerin any particular case or cases without the consent of any other purchaser or Unit Owner. Themodification of any such Agreement or Agreements shall not vest any purchaser or Unit Owner whoseAgreement was not so modified with any rights of any sort. Deposits under the Purchase Agreement willbe held in accordance with the Purchase Agreement and the terms of the Escrow Agreement attachedhereto as Exhibit "M".

Sales Commissions

The Developer will pay the sales commissions, if any, of the Seller’s broker and/or on-premisessales representatives retained by Developer in connection with the sale of the Units. The purchaser willbe responsible for the commission of any other broker or salesman with whom purchaser may have dealt,unless Developer otherwise agrees in writing.

Identity of Developer

Three Fountains of Viera, LLC, a Florida limited liability company, is the Developer of theCondominium. Mr. Allen Greenwald, who is the chief operating officer of the Developer, is directing thecreation and sale of the Condominium. The experience of the Developer in the Condominium field islimited to the development of this Condominium. Mr. Greenwald, was the chief operating officer of anaffiliate of the Developer, which marketed as a successor Developer 200 Leslie Drive, Hallandale Beach,Florida, consisting of a 300 residential unit condominium conversion which had already been built andrenovated by its predecessor developer. In addition, Mr. Greenwald was the chief operating officer of anaffiliate of the Developer which affiliate developed Lighthouse Cove consisting of 252 residential units at230 Village Boulevard, Tequesta, Florida.

The information provided above as to Mr. Greenwald is given solely for the purpose of complyingwith Section 718.50422, Florida Statutes, and is not intended to create or suggest any personal liabilityon the part of Mr. Greenwald.

Contracts to be Assigned by Developer

Upon or before closing of title to the first Unit, Developer shall assign to the Association all ofDeveloper’s right, title and interest in and to all contracts relating to the provision of utility, insurance andother services to the Condominium and/or Common Properties, and from and after such date, all benefitsand burdens thereunder shall accrue and apply to the applicable Association. The Developer shall beentitled to be reimbursed for all deposits, prepaid premiums, rentals and other consideration paid by the

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Developer to such insurers, contractors and utility companies, pro-rated as of the date of closing for eachUnit, except that utility deposits will be reimbursed in full without proration.

Estimated Operating Budget

Attached hereto as Exhibit "N" is the Estimated Operating Budget for the CondominiumAssociation. Buyer understands that the Estimated Operating Budget provides only an estimate of what itwill cost to run the Association during the period of time stated in the Budget and the Budget is notguaranteed to accurately predict actual expenditures. It is intended that the Developer may vote to waivethe collection and maintenance of reserves for the first two 2 fiscal years of the operation of theCondominium Association. Thereafter, on an annual basis, a majority of the Association’s total votinginterests may vote to continue not to provide any reserves. If an election is in fact made to waivereserves, the assessments per unit will be as set forth in the Estimated Operating Budget as "Schedule ofEstimated Assessments Without Full Reserves". If no such election is made, the assessments per Unitwill be as set forth in the Estimated Operating Budget as "Schedule of Estimated Assessments With FullReserves".

Easements Located or to be Located on the Condominium Property

In addition to the various easements to be provided for in the Declaration of Condominiumattached hereto as Exhibit "A", the Condominium Property may be made subject to easements in favor ofvarious public or private utilities. Any easement in favor of a public or private utility or similar company orauthority may be granted by the Developer or the Association on a "blanket" basis or by use of a specificlegal description. See the Section hereof entitled "Utilities and Certain Services" for the names of thesuppliers of certain utilities to the Condominium.

The Condominium is subject to the following existing easements:

1. A 20.00’ private easement along the north property line of the Condominium Property andadjacent to the southerly right of way of Judge Fran Jamieson Way, as shown on the plat ofHighlands Viera recorded in Plat Book 51, Pages 73 and 74 of the Public Records of BrevardCounty, Florida the "Plat" for the use of sidewalk improvements.

2. A drainage and irrigation easement that encompasses the existing storm water/drainage systemmeanders through the Condominium Property as shown on said plat and amended in OfficialRecord Book 5514, Pages 3356-3366, of the public records of Brevard County, Florida; is non-exclusive for the drainage and conveyance of stormwater.

3. A sanitary sewer easement that encompasses the sanitary sewer maib in favor of Brevard CountyBoard of County Commissioners, meanders through the Condominium Property as recorded inOfficial Record Book 5433, Pages 7463-7467, of the public records of Brevard County, Florida; isa perpetual easement for the sole purpose of constructing and maintaining a sanitary sewer andother allied uses which shall be strictly construed so as not to enlarge the use, scope of purposeof the easement.

4. A 15.00 foot wide by 53.50 foot long water line and ingress-egress easement in the northwestcorner of the Condominium Property, that encompasses the water main to the master backflowprevention assembly, in favor of the City of Cocoa in the Northwest corner of the CondominiumProperty as recorded in Official Record Book 5458, Pages 1865-1873, of the public records ofBrevard County, Florida; is a perpetual easement for the construction, installations, repair,replacement, operations, connection to, disconnection from and maintenance of such water linefacilities as to provide water service to the Condominium Property.

5. There is a sidewalk easement that meanders through the Condominium Property as recorded inOfficial Record Book 5307, Pages 1615-1 679, of the public records of Brevard County, Florida; isa perpetual, non-exclusive easement for pedestrian ingress and egress over, upon, across andthrough the said sidewalk easement.

6. A temporary construction easement over the entire Condominium Property, which will terminateupon the completion of construction of the contemplated improvements on the CondominiumProperty, as recorded in Official Record Book 5307, Pages 161 5-1679, of the public records ofBrevard County, Florida; is non-exclusive over, upon, under, through, and across thecondominium property for the purpose of operating construction trucks and equipment inconnection with the development and construction of certain improvements.

7. A license in favor of Bright House Networks, LLC by, on, over, and through the CondominiumProperty to install, maintain, and/or remove equipment necessary to the operation of the cablesystem and the delivery of the cable service, all as set forth more fully in the Agreement asrecorded in Official Record Book 5400, Pages 2838-2840, of the public records of BrevardCounty, Florida.

8. An easement in favor of Bellsouth Telecommunications, Inc. "BellSouth" to construct, operate,maintain, add, and/or remove such systems of communications, facilities, stand by generatorsand associated fuel supply systems as a means of providing uninterrupted service duringcommercial power outages, or related service as BellSouth may from time to time require upon,

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over, and under a portion of the Condominium Property, as recorded in Official Record Book5388, Pages 1211-1213, of the public records of Brevard County, Florida.

For more details, refer to the Declaration of Condominium. The easements provided for in theDeclaration of Condominium and the Florida Condominium Act are not summarized here.

State Disclosure

Under the laws of the State of Florida, each prospective purchaser is hereby advised that radon isa naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federaland state guidelines have been found in buildings in Florida. Additional information regarding radon andradon testing may be obtained from your county health department. The foregoing notice is provided inorder to comply with state law and is for informational purposes only. Developer does not conduct radontesting with respect to the Condominium and specifically disclaims any and all representations orwarranties as to the absence of radon gas or radon producing conditions in connection with theCondominium.

Evidence of Contractual Interest

Developer is the purchaser of the Condominium Property under a contract for purchase and saleattached as Exhibit "0" to this Prospectus, which is evidence of the Developer’s contractual interest in theCondominium Property.

General

The foregoing is not intended to present a complete summary of all of the provisions of thevarious documents referred to herein, but does contain a fair summary of certain provisions of saiddocuments. Statements made as to the provisions of such documents are qualified in all respects by thecontent of such documents. The Developer may also be referred to as "Seller" in this Prospectus.

Definitions

The definitions set forth in the Declaration of Condominium shall be applicable to this Prospectus,unless otherwise specifically stated or unless the context would prohibit.

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SCHEDULE "A" TO PROSPECTUS

SCHEDULE OF BEDROOMS AND BATHROOMS

UNIT TYPE UNIT NO. BLDG. NO.NO. OF

BEDROOMSNO. OF

BATHROOMSAlA 1 1308 3 1 1

SAVONA 2 1310 3 1 13 2308 3 1 14 2310 3 1 1

AIB 5 1306 3 I IMESSINA 6 1312 3 1 1

7 2306 3 1 I8 2312 3 1 1

A2 9 1302 3 1 IPARMA 10 1304 3 1 1

11 1305 3 1 112 1307 3 1 113 2302 3 1 114 2304 3 1 I15 2305 3 I I16 2307 3 1 117 3302 3 1 118 3304 3 1 119 3305 3 1 120 3307 3 1 I21 1402 4 1 122 1404 4 1 I23 1405 4 1 124 1407 4 1 125 2402 4 1 126 2404 4 1 127 2405 4 1 128 2407 4 1 129 3402 4 1 130 3404 4 i 131 3405 4 1 132 3407 4 .1 133 1502 5 1 134 1504 5 1 135 1505 5 1 136 1507 5 1 137 2502 5 1 138 2504 5 1 139 2505 5 1 140 2507 5 1 141 3502 5 1 142 3504 5 1 143 3505 5 1 144 3507 5 1 145 1102 10 1 146 1104 10 1 147 1105 10 1 148 1107 10 1 149 2102 10 1 150 2104 10 1 151 2105 10 1 152 2107 10 1 153 3102 10 1 154 3104 10 1 155 3105 10 1 156 3107 10 1 1

A3 57 1602 6 1 1VENICE 58 1604 6 1 1

596061

160916112602

666

111

111

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SCHEDULE "A" TO PROSPECTUS

SCHEDULE OF BEDROOMS AND BATHROOMS

UNIT TYPE UNIT NO. BLDG. NO.NO, OF

BEDROOMSNO. OF

BATHROOMS62 2604 6 1 163 2609 6 I I64 2611 6 1 165 3602 6 1 166 3604 6 I 167 3609 6 1 I68 3611 6 1 169 1702 7 1 170 1705 7 1 171 2702 7 1 172 2705 7 1 173 3702 7 I 174 3705 7 1 175 1804 8 1 176 1807 8 1 177 2804 8 1 178 2807 8 1 179 3804 8 1 180 3807 8 1 1

A3A 81 1704 7 1 1PISA 82 1707 7 I I

83 2704 7 1 184 2707 7 I I85 3704 7 1 186 3707 7 1 I87 1802 8 1 188 1805 8 1 189 2802 8 1 1

90 2805 8 1 I91 3802 8 1 192 3805 8 1 I

A3B 93 1605 6 1 IFLORENCE 94 1606 6 1 I

95 1607 6 1 196 1608 6 1 197 2605 6 1 198 2606 6 I I99 2607 6 1 1

100 2608 6 1 1101 3605 6 1 1102 3606 6 I I103 3607 6 1 1104 3608 6 1 1

BI 105 112 1 2 2VERONA 106 114 1 2 2

107 117 1 2 2

108 119 1 2 2

109 212 1 2 2110 214 I 2 2

III 217 1 2 2

112 219 1 2 2

113 312 1 2 2114 314 1 2 2

115 317 1 2 2116 319 1 2 2

117 1202 2 2 2118 1204 2 2 2

119 1207 2 2 2

120 1209 2 2 2

121 2202 2 2 2122123124

220422072209

222

222

222

{FG/202707.0062/M1383895_I1/10/6/200504:46PMA-2

SCHEDULE "A" TO PROSPECTUS

SCHEDULE OF BEDROOMS AND BATHROOMS

UNIT TYPE UNIT NO. BLDG. NO.NO. OF

BEDROOMSNO. OF

BATHROOMS125 3202 2 2 2126 3204 2 2 2127 3207 2 2 2128 3209 2 2 2129 1301 3 2 2130 1303 3 2 2131 2301 3 2 2132 2303 3 2 2133 3301 3 2 2134 3303 3 2 2135 1401 4 2 2136 1406 4 2 2137 2401 4 2 2138 . 2406 4 2 2139 3401 4 2 2140 3406 4 2 2141 1501 5 2 2142 1506 5 2 2143 2501 5 2 2144 2506 5 2 2145 3501 5 2 2146 3506 5 2 2147 1601 6 2 2148 1603 6 2 2149 1610 6 2 2150 1612 6 2 2151 2601 6 2 2152 2603 6 2 2153 2610 6 2 2154 2612 6 2 2155 3601 6 2 2156 3603 6 2 2157 3610 6 2 2158 3612 6 2 2

BI 159 1701 7 2 2VERONA 160 1703 7 2 2

161 1706 7 2 2162 1708 7 2 2163 2701 7 2 2164 2703 7 2 2165 2706 7 2 2166 2708 7 2 2167 3701 7 2 2168 3703 7 2 2169 3706 7 2 2170 3708 7 2 2171 1801 8 2 2172 1803 8 2 2173 1806 8 2 2174 1808 8 2 2175 2801 8 2 2176 2803 8 2 2177 2806 8 2 2178 2808 8 2 2179 3801 8 2 2180 3803 8 2 2181 3806 8 2 2182 3808 8 2 2183 1901 9 2 2184 1902 9 2 2185186187

190319042901

999

222

222

{FG/202707.0062/Mi383895_11/10/6/200504:46PMA-3

SCHEDULE "A" TO PROSPECTUS

SCHEDULE OF BEDROOMS AND BATHROOMS

UNIT TYPE UNIT NO. BLDG. NO.NO. OF

BEDROOMSNO. OF

BATHROOMS188 2902 9 2 2189 2903 9 2 2190 2904 9 2 2191 3901 9 2 2192 3902 9 2 2193 3903 9 2 2194 3904 9 2 2195 1101 10 2 2196 1103 10 2 2197 1106 10 2 2198 1108 10 2 2199 2101 10 2 2200 2103 10 2 2201 2106 10 2 2202 2108 10 2 2203 3101 10 2 2204 3103 10 2 2205 3106 10 2 2206 3108 10 2 2

BIA 207 1403 4 2 2TUSCANY 208 1408 4 2 2

209 2403 4 2 2210 2408 4 2 2211 3403 4 2 2212 3408 4 2 2213 1503 5 2 2214 1508 5 2 2215 2503 5 2 2216 2508 5 2 2217 3503 5 2 2218 3508 5 2 2

B2 219 213 1 2 2ROMA 220 218 1 2 2

221 313 1 2 2222 318 1 2 2223 2203 2 2 2224 2208 2 2 2225 2203 2 2 2226 2308 2 2 2

Cl 227 110 1 3 2IMPERIA 228 III 1 3 2

229 115 I 3 2230 116 1 3 2231 210 1 3 2232 211 1 3 2233 215 1 3 2234 216 1 3 2235 310 1 3 2236 311 I 3 2237 315 1 3 2238 316 1 3 2239 1201 2 3 2240 1205 2 3 2241 1206 2 3 2242 1210 2 3 2243 2201 2 3 2244 2205 2 3 2245 2206 2 3 2246 2210 2 3 2247 3201 2 3 2248249250

320532063210

222

333

222

A-4{FG/202707.0062/M1383895_i1/10/6/200504:46PM