Plaza Hotel - Condominiums

Amendment 11 2008

Extends the offering term for 12 months, updates budgets and sponsor financial disclosures, and removes electric cook tops from unit specifications.

• Offering term extended 12 months from amendment filing date
• 102 Condo Hotel Units remain unsold as of November 6, 2008
• Budget adopted for July 1, 2008 through June 30, 2009
• Monthly Hotel Common Charges for unsold units approximately $90,153 as of November 2008
• Monthly real estate taxes for unsold units approximately $190,081 as of November 2008
• Mortgages totaling $247,660,732 on unsold units, maturity November 1, 2011
• Electric cook tops deleted from Condo Hotel Unit specifications

Amendment 10 May 14, 2008

Revised floor plans for condo hotel units, updated property description, and extended offering term.

• Floor plans for condo hotel units replaced due to field conditions and structural coordination
• Property Report amended and restated in its entirety with substituted materials of equal or better quality
• Revised Certification of Sponsor's Architect executed
• Offering term extended for six (6) months from filing of amendment

Amendment 9 Mar 19, 2008

First Condo Hotel Unit closing occurred; real estate taxes updated and corrected; number of executed agreements corrected; offering term extended.

• First Condo Hotel Unit (Unit 1238) closed on December 27, 2007
• Sponsor posted $5,000,000 cash escrow for completion of Hotel Section
• Working Capital Fund established with $3,456.00 balance at HSBC Bank USA
• Real estate taxes corrected for Hotel Condo Units in revised Schedule A
• Number of executed agreements as of November 27, 2007 corrected from 57 to 45 units
• 47 unsold Hotel Condo Units subject to fully executed Agreements as of December 27, 2007
• Initial Hotel Board designated: Miki Naftali (President), Orly Hackmon (Vice President), Chuck Henry (Secretary)
• Offering term extended for six months from amendment filing date

Amendment 8 Jan 11, 2008

Revised budgets and hotel common charges for the first year of hotel section operation, extended offering term

• First Year of Hotel Section Operation changed to January 1, 2008 through December 31, 2008
• Hotel Section budget increased 12.39% in Hotel Common Charges overall and 17.05% for Condo Hotel Units
• Schedule A revised to reflect new Hotel Common Charges allocations and updated real estate tax assessments
• Schedule B-1 and B-2 budgets revised for new fiscal year periods
• Offering term extended six (6) months from filing date

Amendment 7 Dec 13, 2007

Plan declared effective as of November 27, 2007, with 57 units (37%) under agreement, exceeding the 15% threshold required.

• Plan declared effective as of November 27, 2007
• 57 Condo Hotel Units (37% of 152 total) have executed agreements with unrelated purchasers
• Offering period extended six months from amendment filing date
• Sponsor affidavit confirms no material changes to First Year Hotel Section Operation budget

Amendment 6 Jul 20, 2007

Purchase price increased for Condo Hotel Unit 1823.

Amendment 5 Jul 6, 2007

Purchase prices of certain Condo Hotel Units owned by the Sponsor are increased.

Amendment 4 Jun 28, 2007

Schedule A updated for revised unit sizes and common interest percentages; offering term extended six months.

• Schedule A restated with revised Approximate Sq. Ft. Unit Area, Percentage of Common Interest, and Proportionate Share of Aggregate Hotel Section Common Interest
• Common Interest changes in Condo Hotel Units resulted from final specifications, construction conditions, and as-built plans
• No Condo Hotel Unit's Common Interest increased more than 5%
• Offering period extended six months from amendment filing date

Amendment 3 May 16, 2007

Increases purchase prices for certain Condo Hotel Units.

Amendment 2 Mar 7, 2007

Sponsor increases purchase prices of certain Condo Hotel Units.

• Purchase prices increased for certain Condo Hotel Units owned by CPS 1 Realty LP
• Revised Schedule A attached showing new prices

Amendment 1 Aug 8, 2006

Amendment increases purchase prices for certain Condo Hotel Units owned by the Sponsor.

• Prices of certain Condo Hotel Units increased per revised Schedule A
• Sponsor reserves right to revise further prices and other terms, except for units with existing purchase agreements without purchaser consent