Thermal Resort Excelsior in Bad Felix and Thermal Resort Banat in Bad Calacea

Hotel Park
With Cure, Spa and Conference Center

Summary 4

Investment in a Growth Market 6

Project 7

Basic Concept 7

Sites of the Project 8

Map of the Area 8

Oradea, Bad Felix 8

Timisoara, Bad Calacea 9

Motivation for the Initialization of the Project 10

Future Market Health Tourism 10

Future Market Quality of Life 10

Future Market Conference and Business Center 11

Partner of the Project 11

Liberty Invest Helvetica (basic data and brief description)

Property Company Rom Invest S.A. (LIO) 12

Operating Company 12

Project Team 12

Project Organisation 16

Object of Investment 17

General Information 17

The Thermal Resort Excelsior in Bad Felix and Banat in Bad Calacea 17

The Thermal Resort Banat 18

The Thermae 18

Macroeconomic Basics 20

The East EU 20

Country of Investment 21

Romania Dates and Facts 21

Politics and Economy 23

Line of Vision EU 24

Market and Marketing 25

Market Potential and Trends 25

The Romanian Market 25

The International Market 25

Business Tourism as Trend Absence of Accommodation Capacity 26

Competition / Unique Selling Position 27

Marketing Concepts 27

Economic Basics 28

Investment and Financing 28

Financing Structure 28

Presentation of Source and Application of Funds 29

Explanation of Source and Application of Funds 30

Profit and Loss Account 31

Accounting Model within the Company Structure 31

Operating Company of the Hotel 32

Property Company 32

Liberty Invest Helvetica

Bases of Calculation 33

Prospects and Risks 34

Investment and Exit 35

Investment.35

Exit 35

Contact 36

Appendix

I.  Historical and Cultural Information about Oradea and Timisoara 37

II.  Does the Project Comply with the Success Factors Necessary? 39

III.  Specification and Description of Equipment 41

IV.  Prospects and Risks 45

V.  Profit and Loss Account (Presentation in Stages) /
Budgeted Balance of the Liberty Invest Helvetica 48

VI.  Examples of Projects of the Project Team 56

VII.  Project Organisation 58

The five-star-project Thermal Resort Excelsior in Bad Felix (near the city Oradea) and Thermal Resort Banat in Bad Calacea (near the city Timisoara/Temesvar) is unique for Romania. To counter the prevailing absence of high quality wellness, cure and conference accommodation is the aim of the project owner. The quality level has to be up to the five-star-standard of Germany, Austria and Switzerland!

Ever since Romania is a member of the EU, further development has taken place in this country. Among the visitors there are not only primary people of the former eastern block, but mainly Germans, Italians, French, Americans as well as solvent Romanians.

Attracted by favorable economic terms (labor costs, commodity prices, tax advantages, pent-up demand) Romania develops very well and attracts many Western European and American large-scale enterprises (Continental Tyres, Nestl, etc.). This development creates additional demand for high quality offering of hotel beds and conference possibilities.

Besides this badly needed expansion for the business tourism, the projected Thermal Resorts also create West European five-star standard cure and wellness places. They have high attractiveness for private tourism, but also for convalescents from Western Europe. Primarily in the medicated cure areas of both resorts, the standards of Germany or Switzerland are held, so that it is also profitable for German or Swiss insurances or health insurances to send their insurants to cure in these resorts (secured quality to favorable terms).

The project team is experienced in enforcing and managing such major projects. Projects with a similar size are already successfully finalized in Spain and the USA.

The financing of the project will be effected by the Liberty Investment Helvetica in Switzerland and via European subsidies. The investors bring the funds into the property company which gives the loan (according to the progress of construction work) to the property company (99.9 %-Subsidiary of the Swiss Corporation). The opening of the two resorts is planned for 2010. On this date, operating companies per resort will be incorporated, which will belong to the property company 100 %. The management of this operating companies will be conferred to experts in hotel management (e.g. with degree of Swiss schools in hotel management). Since EIB co-finances the project with EUR 32 Mil. and the Romanian State subsidize with EUR 26 Mil. from the development program the property company as well as the operating companies have to be companies of the Romanian Law. The rest of 6 Mil. EUR will be financed by bank loan.

The project owner assumes that the loan will be paid in 10 years time.

The following possibilities as exit strategy for the investors are intended:

• Selling of shares to a strategic partner (hotel chains, insurances)
• complete selling to a strategist or financial investor
• or as an alternative an initial public offer.

The investment project fills a big gap and forms the needful offering,

• which offers an adequate support for the development of the Romanian economy regarding the treatment, business and conference tourism
• for the Western European countries which contend with rising health care costs. The need for convalescence centers at optimal cost are covered by both resorts.
• For the modern leisure person. The resorts create an oasis for wellness and relaxation within a market which has a lot of growth potential.

The conservatively calculated financial objectives set can be achieved very well due to the big pent-up demand and present gap of infrastructure. That is what makes the investment an extremely profitable business.

Tourism, wellness as well as meetings are among the few constantly growing markets. There is an incessant trend towards wellness holidays. The formation towards a recreational society continues unabatedly. People have increasingly more time for recreational activities, spend more money on leisure time activities and live more health-consciously.

Despite teleconferencing, in the professional field, business meetings take place at idyllic locations, in order to develop new strategies or to organize a new product training in this remoteness. In spite of efficient and modern communication possibilities, the personal contact criterion, still plays a decisive role even in the professional world.

The new EU Member States The Czech Republic and Hungary already benefit from this trend. In both countries it was shortly managed to restore the glamour to the traditional and well-known spas. Due to particularly favorable general terms and powerful thermal springs in Romania, especially in Bad Felix and in Bad Calacea, this trend can be continued.

The project Thermal Resort Excelsior and Thermal Resort Banat takes up the rising demand and forms new, modern and high quality conditions for personal and commercial needs.

The reasons for an investment in this project are obvious:

the project absolutely follows the trend (health tourism, cost-efficient convalescence centers, wellness, business tourism)

the project establishes rapidly the needed business infrastructure and supports the present development in the country

with conservative calculated data, the project demonstrates a remarkable profit potential

the project is extremely profitable and evinces a high return.

Basic Concept

With the project Wellness, Cure and Conference Center Excelsior and Banat the Liberty Invest Helvetica (following LIH) proposes the build-up of a five-star wellness, cure and business centers.

The complexes of buildings and the thermae will come into existence each on an 40,000 sqm to 153.0000 sqm sized site and will be integrated architecturally into the spa scenery.

It is planned the construction of the hotel building in a classic spa style, which includes 100 rooms and suites, restaurants and bars, meeting rooms near a generous cure and wellness area.

Sites of the Project

Map of the Area

Oradea, Bad Felix

On the edge of the Western Carpathians lies the district town Oradea which is with 320,000 inhabitants the second largest town in Western Romania. The town is only 6 kilometers away from the Romanian-Hungarian border and is reachable both via highways and also via a international airport which supports additionally the high regional growth since Romania has joined the EU.

In North-East Hungary as well as in Oradea, more and more international companies are settling.

Amidst this growing region the Thermal Resort Excelsior will come into existence. The development of Bad Felix, which is located in the same region, shows a rapid increase of figures of accommodation.

Timisoara, Bad Calacea

With approx. 400,000 inhabitants, an international airport in the East, a private airdrome in the West and numerous international companies, the native city of Johnny Weismller alias Tarzan, is the biggest and most fast-expanding economic region in West Romania.

In this region, the EU states invest remarkably, especially Germany and Italy but also the USA. Here, Continental produces tires for many years. The works are largely extended. The company Linde produces technical gases in Timisoara. Some of the harnesses for vehicles, such as BMW and Audi are produced by the Drxelmaier company. In the West of the city, the US company Solectron operates a large work for the production of cellular phones and GPS units. The Honold Logistics Group conducts one of the biggest logistics centers in Romania. The American company Procter&Gamble produces detergents. The Swiss company Nestl produces waffles in Timisoara.

The lately realized tax reforms also contributes to the current boom. Besides the initiation of the flat tax of 16 %, micro-companies (up to EUR 100,000) can opt for a sales tax of 3 %.

At the end of 2005, the Julius-Mall, the biggest shopping center in Western Romania with 210 stores, was opened.

The unemployment was about 1.1 %, in the fourth quarter of 2006 (Source: Wirtschaftswoche).

The spa Calacea as well as the dendrological park, which is with its 500 rare trees and plants a preserved area, are close to the district town and are connected by a six-lane freeway.

At the moment, the spa is closed because of the wanting capital for the renovation and is waiting for investors. Negotiations about the acquisition have already been conducted with the owner and a preemption is granted.

Motivation for the Initialization of the Project

There are different reasons to start the project in this region:

Future Market in Health Tourism

Health tourism is one of the future markets. With a rate of increase of 125 per cent in the last two years, it is one of the booming trades of all. The aging of the population, as well as the need for health in the late age, secures an exceptionally growth potential in the future.

Due to the faster growing health costs, countries such as Germany, France and Switzerland are forced to explore new possibilities. In Switzerland, convalescents to whom a cure is prescribed are not sent not only to health resorts in their own country, but also, they are sent to South Germany because there, the costs for the accommodation in a health resort are much lower.

2.3.2.Future Market in Quality of Life

Well-being is regarded by trend scouts as guide value of a profitable market. The message in short:

The material satisfaction meets the limits of repletion in todays high classes of society. People increasingly want less. Mature people exchange material for immaterial values and are very demanding to their personal well -being.

In the adding value principle the value holds undreamt growth potentials. Many new wellness hotels and spa centers in the old Europe have reacted that development. Due to their ability to convey quality of life in a special way to their guests, they offer far more than other first class hotels, have unique selling positions in the competition and are astonishingly successful. The occupation rates are around 85% and the prices of the hotel rooms are between 150 and 300 .

Until now, the only resorts of this kind in Romania are the Thermal Resorts in Bad Felix and in Bad Calacea, and have excellent prospects to continue the story of success of the international resorts.

Future Market regarding Conference and Business Center

The continuous immigration and the fast growth of foreign companies in and around Timisoara and Oradea, form a good starting position for the services of wellness, conference and business centers. In contrast, top-class accommodation and conference possibilities are needed, not to mention business centers. A big gap is filled by the objects Excelsior and Banat.

Partner of the Project

Liberty Invest Helvetica (basic data)

Company Name: Liberty Invest Corporation Helvetica

Registered Office: Baarerstrae 112, CH -6302 Zug

Trade Register: Office for trade register Zug / CH

CEO: Heinz Klauz , Johann Bhmer

Phone: +41 41 767 2564

Fax: +41 41 767 2550

E-mail: info@liberty-invest-corp.com

Libery Invest Corp. Helvetica (LIH)

The LIH coordinates the activities in Europe. The development of the Helvetica is intrinsically tied to the continued growth of the company history , which allows the investor on location to use better the newly grown structures and basic conditions due to the globalisation in Europe.

The know-how of the group of companies and the utilization of a network of international contacts build the basis for convincing cross-border concepts.

Attractive locations that are effected by the current developments, as well as foreign real estate project development, with new built real estates with long-term leasing contracts that offer high annual proceeds with little tax burden and above-average valorization are in the focus of the Liberty Invest Helvetica.

Property Company Rom Invest S.A. (LIO)

Company Name: Rom Invest S.A., presently in course of formation

Property company Rom Invest S.A (LIO)

LIO is the one who found and the owner of both resorts. Further, this company, will appear as a holding company of the operating companies: Bad Felix and Bad Calacea.

LIO will rent the hotels to the operating companies and will generate their earnings from the rent interest rates and turnovers.

Operating Company Rom Invest Excelsior and Banat SRL (LIB)

Company Name: Rom Invest Excelsior SRL, in course of formation

Registered Office: Oradea / RO

Trade Register: Romania

Company Name: Rom Invest Banat SRL, in course of formation

Registered Office: Timisoara / RO

Trade Register: Romania

The operating companies, as subsidiary companies to the property company, perform the task of guaranteeing the professional operation of the resort. They are tenants of the particular resort. This companies will employ the staff for the resorts and will operate the business.

This companies are of Romanian law. It is mandatory to obtain the European subsidies. The project owners influence this companies, as the operating companies are subsidiary companies of the property company 100 % and the property company is 99.9 % a subsidiary company of the Liberty Invest Holding.

The Project Team

Graduate Economist Johann Bhmer

Place of Residence: Brunswick, Germany

Year of Birth: 1954

Marital Status: divorced, 1 son

Education

Technical College for Vehicle Construction

Economic Studies Academy

Management Knowledge Executive Education, IMD, Lausanne

Marketing Strategies, University of Gttingen

Project Management, AMS Akademy, Bingen at the Rhine

Career

Administrative board of different project and regional development companies in Spain and Romania

Sales management Europe of foreign property: Florida Golf Investment, Inc., Florida, USA

President of the board of administration and delegate of the Amarad Corporation, Arad, Romania

CEO of the Building Construction and Trading Corporation, Brunswick, Germany

Sales director North Germany, Alfa Metalcraft Corporation, Bingen at the Rhine, Germany

Tasks Concerning the Thermal Resort Project

Project manager / operational manager

Marketing and sales

Graduate Engineer Josef Bhmer

Place of Residence: Raduhn, Germany

Year of Birth: 1955

Marital Status: divorced, 2 children

Education

University for Construction Engineering

Technical College for Machine Construction

Career

Administrative board Simcor Corporation, Oradea

Sales management Vorwerk, Germany

CEO Rover, Germany

Tasks Concerning the Thermal Resort Project

Technical project management

Heinz Klauz

Place of Residence: Aarau, Switzerland

Year of Birth: 1954

Marital Status: married, 1 son

Education

Certified Public Accountant

Career

Board member of the Association for Occupational Training of Zug, Switzerland

Management Caminada Trust Corporation, Switzerland

Member of the management of several companies, responsible for financing, accounting, controlling, taxes

Tasks Concerning the Thermal Resort Project

Management and control of the company

Organization of accounting and auditing

Attorney Klaus Dieter Fuchs

Place of Residence: Hanover, Germany

Year of Birth: 1955

Marital Status: single

Education

Law School International Law

Career

Member of the management of several project companies in Germany, Switzerland, Austria and Romania

Tasks Concerning the Thermal Resort Project

Legal advice

Joachim B. Mller

Place of Residence: Osnabrck, Germany

Year of Birth: 1954

Marital Status: married, 2 children

Education

Estate Manager

Finance Manager

Career

CEO of private trust administration companies

Member of the management of several project companies in Germany

Tasks Concerning the Thermal Resort Project:

Construction inspection

Graduate Engineer Urian Ioan

Place of Residence: Arad, Romania

Year of Birth: 1951

Marital Status: married, 2 children

Education

Construction Engineer

Career

CEO West House Modul Corporation, Romania

Construction management of several projects in Germany, Spain, France and Romania

Tasks Concerning the Thermal Resort Project:

Construction management of the project

Project Organisation

The project organisation is illustrated in appendix VIII.

General Information

Amidst the wonderful nature the Thermal Resort Excelsior will be settled as inherent part into the largest and most famous spa landscape of Romania Bad Felix - 1Mai. The Thermal Resort near Temesvar in Bad Calacea is situated in a beautiful but uncared-for spa zone. The project Banat will stand out as exclusive and secluded location and the advantages of tranquillity and beautiful nature will be connected with the nearness to Temesvar.

Because of the thermal springs and lakes and the mild climate (annual average temperature 10,5C) a miscellaneous wellness and cure offer is possible the whole year round. The mineral thermal water (41- 90C) with sulfur bicarbonate, calcium, sodium and oligo-minerals as well as the local sapropel ensure a miscellaneous wellness, cure and relaxation offer. Together with countless sights, a diversified residence in a versatile natural landscape and temple of relaxation are offered to the young and the elder throughout the whole year. The link to the town Oradea and Timisoara is given by the bus connection and the fully developed six-lane freeway.

The Thermal Resort Excelsior in Bad Felix

The Thermal Resort Excelsior (expected opening on the 31^st of December 2010) will be build on an estate with its own thermal spring and with the size of approximately 40,000 sqm.

The resort will be built in the country-specific architectural style, architecturally integrated into the spa landscape. The building is optically structured into three single buildings and differentiates through risalits, loggias, balconies, projections and setoffs, pitched roof areas and cornices. From the planning stage of the hotel, attention was paid to the showing of advantage of the tranquillity and visual charisma of the resort. The structurally high-quality complex of buildings is free-standing. With an effective area of more than 9,000 sqm and an upscale furnishing, the resort will be up to the requirements of a five-star hotel.

The resort will dispose of more than 100 rooms and suits with a luxury furnishing. Furthermore, there will be 2 restaurants with patios, bars and conference rooms. From the planning stage of the hotel, attention was paid to the possibility of parking all vehicles in an underground garage. The underground garage does not only serve for the placement of the vehicles but also as underground public infrastructure provider for the connection between the wellness and cure area and the main building. That luxury area with a size of 1,500 sqm will include hot springs, an indoor pool, saunas, vapor-bath, beauty and massage parlors, cure areas, meditation and rest rooms as well as the fitness rooms. At the outdoor pool in front of the wellness area a large lawn will be available for the guests.

The arrangement of the areas in connection with the structure of the terrain, will allow a separate utilization of the inside and the outside. The entry will be affected by a wonderful, presentable atrium of which all important areas are reachable. The atrium will also make the high-quality furnished reception areas. The vertical development will be realized with 2 elevators. The multi-functional conference rooms will be located in the mezzanines. The restaurants, bars, cafs and shops will be arranged in the first floor and will be reachable also from the outside. The variety will raise the added value, will optimize the profit and will secure an all-season, diversified wellness and cure possibilities according to the different wishes of guests.

The Thermal Resort Banat

The Thermal Resort Banat will be built in the same line as the Thermal Resort Excelsior but on a larger estate (153.000.000 sqm). The structure, layout and standard will conform to the Thermal Resort Excelsior.

A more detailed specification about the objects is to be found in appendix III.

The Thermae

The Thermae, which are part of the cure and conference center, are situated next to the Thermal Resorts and can be reached subterraneously, so, guests will not be affected by bad weather.

Architecture

The complete design is simple and functional and considers the systematical use of natural and refined material. The central atrium over 2 floors will open all ranges such as sauna, massage, restaurant, shop and hairdresser. An openly and inviting receipt bar will be the central approach and information point. An inviting reception will be the central contact and information point. A modern EPOS will regulate the accessibility of the different function and tariff ranges. An elevator secures the handicapped accessibility. Restaurant and kitchen will be located between the atrium and the bath landscape. The restaurant will have a patio. The fitness area will be in the upper floor and the management in the basement. The way to the bath leads through the showering units directly into the bath landscape. Open rest ranges in the basin by-pass area and at the pools are planned to pause and relax.

Technical Installations

To fulfill the conditions concerning temperature and loading, the whole format will be subdivided in systems. The volume flows will be constructed in consideration with the EU directive for the building of baths. The operation of the construction will happen automatically. The installations can be operated 2-graded according to the number of guests. For the constant draining of the water out of the basins, a heat recovery will be installed. Ventilation master devices will be put up. The heating of the building will be realized by heat pumps and heat exchangers. The building engineering will combine the measurement and control technology. The EPOS will make it possible for the guest to use all areas with one communication media and cash up when checking out.

The East EU

There are good reasons for Eastern Europe as a place of investment. According to leading economic forecasters, Eastern Europe is the fastest growing market, after Asia in the next years, with the greatest development potential and yield return for investors. In spite of the rate of development, of the previous years, the values of the EU acceding countries are evaluated with a discount of 20%, opposite to comparable values in Western Europe. And this happens even though, the economy of the new EU states is growing faster, about 1.5 to 2 per cent.

On the basis of the experiences of the hitherto existing acceding countries of Eastern Europe, a similar development can also be expected from forthcoming acceding countries such as Romania. Eastern Europe is the best European location for investments in real estates. Basic reasons argue for this. The interaction of locational factors, create favorable conditions because, so far, those states are accounted as emerging markets.

The impressive financial statement of the NEW, with an annual increase of about 4 per cent are the highlights of the EU and offer long term interesting valorisations. A potential of 50 per cent within the next 5 to 10 years is realistically calculated. That is shown in the past by the rise of the yield return and the released potential in the other acceded EU countries. The countries have proved themselves as attractive economic locations. The growth rate of these countries lies over that of the states of Western Europe. The investors esteem the low taxes (uniformly 16 per cent in Romania), the strict bankers discretion as well as the stability and the governmental incentives.

With investments in real estates the greatest boom has not yet been achieved. However, the investment analysts agree upon the fact that Eastern Europe is one of the most interesting markets.

Romania as Country of Investment

Romania the country of the legendary Prince Dracula is placed in the south east of Europe, equidistant from the Equator and the North Pole, which builds a bridge between Europe and the Orient as macro location of investment. In the country of the Carpathians, progress and tradition meet each other in the greatest possible contrast. In the 19^th and 20^th century small principalities were merged creating one state Romania. Due to the border displacements both world wars strongly affected the contemporary size of the country.

Romania Data and Facts

Name: Romania

Type of State:  Republic

Currency:  New Leu (pl. Lei) RON Subdivision: Bani

1 New Leu = 100 Bani

Capital: Bucharest 2,018,000 inhabitants

Area of the State:  238,391 sq kilometers

Neighboring States: West: Hungary, State Union Serbia and Montenegro

North:  The Ukraine

East: Republic of Moldova

South: Republic of Bulgaria

Administrative Districts: 40 districts ( judete ) and one district of the capital

Population: 21.7 million

Ethnic Groups: 89.5 % Romanian, 6.6 % Hungarian,

2,5 % Romanies, 0.3 % German, 0.3 % Ukrainian,

0.2 % Russian, 0.2 %Turk, 0.4 % others;

53 % of the people live in towns

Official Language: Romanian

Other languages are German and Hungary

Religion: 87 % Romanian Orthodox, 6,8 % Protestant,

5,6 % Catholic, 0,2 % others

Important Towns:  Iasi 348,999 inhabitants, Constanta 344,876 inhabitants,

Timisoara 334,098 inhabitants, Oradea 320,000 inhabitants

Geography: Romania's terrain is distributed equally between mountainous, hilly and lowland territories. In the center of Romania there are the Transylvanian, highlands that are surrounded by the Carpathian mountains. The Carpathians are rich in mineral and thermal springs. One third of the European thermal springs are in this country. Since ancient times, Romania was already famous for the different spas which have aided to the abatement of rheumatic pains, cardiovascular diseases, diseases of the alimentary and nervous system, skin and gynecological diseases as well as symptoms of old age.

Politics and Economy

Due to the change in december 1989, The Socialist Republic of Romania became the Republic of Romania. In Romania solely the communist party vanished into thin air. The basis for the revolution was created. The change from planned economy towards free market economy lead to the creation of a modern banking and stock market, the introduction of value added tax and income tax as well as the decontrol of prices. The reorganization has pushed the privatization. High incentives are created for foreign investors: transfer of profits without or low levies, tax exemption of profits, duty-free import of goods.

Due to the achievements, the admission into the NATO took place and the EU accedence was eased.

A new period of promoterism has arisen. The economy growth annually amounts approximately 5 % and even 8.3 % in the year 2004. The inflation decreases since 2004 from more than 45 % to only 6 % and the unemployment is with approximately 5 %, far lower as in the new EU states Poland or Slovakia. As one of the first measures the government introduced flat-rate tax of only 16 %.

Everything was done to be fit for Europe: the rates of interest are lowered, a reliable legal system was created, a transparent tax law was set up, good valued and well-trained work force does exist. The EU supports the construction of a modern infrastructure with subsidies of billions. The mix of lowered interest rates, privatization and economy growth is the push for an above-average added value.

The EU accedence has caused an atmosphere of departure in the cities. There, according to analysts, the top yield returns for commercial properties increase up to 120 % of the invested capital.

Line of Vision - EU

Despite inauspicious conditions (e.g. flood disaster) the new economy of Romania can look back on successful years. The signing of the EU accedence contract, the currency reform, the partial liberalization of the capital movements, the introduction of the flat-rate tax and the change to inflation targeting and significant progress with the structure reform (e.g. privatization of banks) are among the most important achievements of the last years.

The EU accedence, which took place on the 1^st of January 2007, makes Romania one of the most lucrative locations of investment in Europe. With its stable government which expedites the policy of reform by a rigid economy drive for some years and created favorable conditions for investors Romania offers above-average possibilities of yield return.

Market Potential and Trends

The Romanian Market

The population figure of Romania amounts 22 million inhabitants. Due to the implemented reforms as well as the EU accedence, the Romanian economy can show progress with annual rates of growth of above 5 %.

The economic area Oradea with Bad Felix and the economic area Timisoara with Bad Calacea cover 1 million inhabitants. In the meantime both regions belong to the most sought-after locations for the settling of international companies. Thus, a rapid development can be expected.

Although the official average income in Romania is about EUR 180 monthly, the population possesses about EUR 1,000 thanks to additional income.

The immense pent-up demand has caused a brisk consumption development in Romania. According to non-official figures, 5 % of the popuation are already $-millionaires and this is an upward trend.

The large consumer demand for high-class services influences the infrastructure for the tourism, and particularly, for the cure, wellness and conference centers. The wealthy classes increasingly demand a great deal of their personal well-being, which supports the trend. This market for top-class services can presently, be supplied only limited in default of facilities.

Following this development, in consideration with only 3 % wealthy population, 33,000 guests from Romania and additional corporate clients from the region are expected annually.

The International Market

The ageing of the population as well as the need of health at any age, secures an exceptionally growth potential in the future. Many of the wellness hotels and cure centers in the old Europe have responded to this development. By means of their ability to put across quality of life to their guests, their offering is beyond that of other top-class hotels. They have a unique selling position and achieve amazing success. The allocation ratio is above 85 %. With rates of growth of 125 % in the last two years, this branch of trade is one of the greatest growth markets.

A further trend leverages the cure and wellness sector to unbowed growth: the cost trend for health and rehabilitation as well as precaution in old Europe.

The EU freshmen offer an optimised price/performance ratio thanks to the favorable conditions. Compared to other EU members, particularly Romania has very favourable conditions and enables price/performance ratio that has not been reached yet in Europe.

This ideal price/performance ratio has been recognized by solvent private clients as well as health insurance companies and private insurances.

For instance, in Germany, the health insurances and private insurances accept the foreign cures that are in a cost-effective manner. Likewise, convalescents from Switzerland are already sent to Germany. In Germany alone above 500 health insurances and insurances with above 25,000,000 members strive towards services in a cost-effective manner.

Business Tourism as Trend Absence of Accommodation Capacity

Though, Romania has just been discovered as travel destination, the business tourism already booms. In the previous year alone, the income of business travel are risen about 33 % in the economically developed regions Bucharest, Oradea, Timisoara and Sibiu and about 17 % nationwide.

According to official estimate the income of business travel forms about 60 % of the complete income of tourism that were about EUR 300 million in the previous year. In Bucharest and in the capitals aforementioned, presently there is an acute want of accommodation. With an overall capacity of 5,000 hotel rooms the capital of Romania is way beyond central European capitals, such as Prague (24,000 rooms) or Budapest (19,000 rooms). Likewise there is a demand of adequate conference rooms.

Neither in Bad Felix nor in the economical regions Oradea and Timisoara are there enough and contemporary conference rooms and first-class hotels. An increased demand has arisen by the settling of numerous international companies (see appendix VI).

Competition / Unique Selling Position

As hitherto only resorts of this kind in Romania with concentrated first-class offerings for cure, wellness and conference, both resorts attain unique selling position and market leadership. In the whole Romanian area comparable hotels will presently not be realized.

The guest potential existing in Romania as well as in other states will contribute to a high capacity utilization of the resorts. According to the cure administration, in 2006, there were above 1,500 inquiries for five-star cure offerings from Romania and foreign countries which could not be complied.

The economic conditions for a long-term successful positioning of the resorts are given. The low labor costs (1,5 /h) and taxes (16 %) enable an unbeatable cost/performance offer. The prices for rooms are assessed with 90 in the calculations. In the international competition the prices are between 150 and 300 .

For quality reasons the operating companies (subsidiaries of the property company) will be forced to employ only hotel manager for the management body and the middle cadre, who attended, for instance, one of the Swiss hotel management schools and have international experiences. Furthermore, for the care and cure services, physicians and registered nurses who are trained in Western Europe will be engaged to obtain the desired high-quality standard. Both resorts will keep up with Western European five-star resorts!

Marketing Concepts

The sales approach will take place by conventional ways: direct advertising to the target group, hotel database on the Internet as well as dialog marketing with international acting travel organizations. Furthermore, the direct contact with health insurance companies, private insurances and private hospitals is supposed Europe-wide.

Investment and Financing

Financing Structure

It will be invested in the Liberty Invest Helvetica, which will grant a loan to the property company for the construction of the objects in Romania.

Unfortunately, a direct investment by the Liberty Invest Helvetica in Romania is not possible because of legal reasons. But given to the fact that the property company is 99.9 % a subsidiary of the Liberty Invest Corporation Helvetica AG, the direct influence on the property company can be warranted. The property company will be the owner of the estate and constructs both the Thermal Resort Excelsior and Banat, which each consisting of a cure and wellness hotel with conference center and thermae.

The Romanian operating companies will be founded as 100 % subsidiaries of the property company and this is a legal request to obtain the EU subsidies. The company can count on subsidies of an amount of EUR 26 million for the project and operation financing. The therefore needful applications are submitted and have passed the first normal channel successfully.

Presentation of Source and Application of Funds

Explanation of Source and Application of Funds

A. Source of Funds

The intended investment capital is composed of equity. The financing of the investment results from equity and subsidies. A partial external financing is basically possible until the incoming payment of the capital.

The investment capital is up to the total expenditure that is necessary to translate the investment plan into action.

B. Application of Funds

B.1. Property Company

Estate and Developing Expenditure

The purchase price for estate, construction of the hotel and thermaes including pre-opening budget amounts EUR 60 Mil. Fixture investments and pre-opening budget (opening and start-up costs) are considered under the terms of investment plan and cost projection which are set up by the operating company.

Details:

Legal Advice and Tax Accountancy

This position with an amount of 128,000 includes the expenditure for legal and fiscal consultancy in conjunction with the property company as well as for the legal and fiscal arrangement of the investment. The sales tax is partly non-refundable and contained in the amount assessed.

Miscellaneous

For further lower expenditures and for costs that are not finalized an amount of 100,000 is calculated.

B.2. Service Remuneration

Project Development

For conception, projection, and investment development expenses of EUR 1,6 Mil. are incurred.

The investment was analyzed and checked in economic terms and was also checked regarding the location and the constructional terms. As further activity the conversation on site was taken on.

Specific Costs

That position includes the remuneration of all consultants for the project development.

B.3. Liquidity Reserve

For the surety of the capacity to act as well as for the cover of unscheduled expenditures during the duration of the investment a liquidity reserve of EUR 2 Mil. is provided. The particular amount of the liquidity reserve in the different formation phases is depending on the development. The development meets the cash holdings at the regular closing of the investment.

Profit and Loss Account

Accounting Model within the Company Structure

To optimize the added value in fiscal respect the investment company based in Switzerland grant a earmarked loan amounting to EUR 32 million for the construction of the thermal resort, which will be ensured by mortgage and will be paid off for progress of construction work, to the property company based in Romania.

The time of origin will be 3 years and will meet the rendering construction work. The delivery to the operating company as well as the opening are planned for the 31^st December 2010.

The profit and loss account, which is illustrated in detail in appendix V, is according to the transaction structure graduated organized. The profit and loss account of the operating companies is illustrated in part 1. They balance the stipulated rents to the property company (regional due to the Romanian law) which are property of the LIH to 99.9 %. The Swiss parent company LIH allocates the interest for capital which is provided to the Romanian company as well as an amortization amount. At the end of the year, the Romanian 99.9 % subsidiary will distribute additional dividends to the parent company LIH.

Operating Company of the Hotel (Excelsior SRL)

Upon completion of both Thermal Resorts at the end of 2010 the operating company will rent the resorts. The leasing contract has a run-time of 10 years and ensures a basis rent and a additional sales rent to the property company.

For the profit and loss account of the operating company from 2011 the room booking will be 65 % and the price for a room will be EUR 90 (for Western European five-star standard). This values will be continuously ratcheted up until 2020. Then the utilized capacity will be 85 % and the price for a room will be EUR 150. This assumption is accordant to a cautious planning. On this basis the expectedly sales of both objects rest with EUR 10,000,000 in 2011 and 28,400,000 in 2020.

Property Company (Rom Invest S.A., Romania)

The real estate company receives the annual rent amounting to EUR 9.6 million in 2011 and 18.7 million in 2020, which will be paid by the operating company. The profit which remains to the property company after the payment of the interest rate of the loan to the LIH in Switzerland, rests with EUR 0,1 million in 2011 and EUR 0,5 million in 2020.

Liberty Invest Helvetica Holding Corporation (LIH)

The LIH receives the interest for the loan which is provided to the property company and the dividend from the property company. This will lead to an estimated surplus revenue before tax in Switzerland of EUR 4,7 million in 2011 and EUR 13.4 million in 2020.

Bases of Calculation

The aforementioned calculations are based upon the status quo of legislation and legal practice. Changes of economical and fiscal key data of the investment can arise from changes in the law.

Any investment holds risks but also chances. The initiants have very good knowledge of the local situation and bring along many years of know-how in the realization of such projects.

To mention some reference objects:

Project Ocean Harbour (investment volume US$ 40,000,000)

Project Golf Thermal Resort Panoramica (investment volume US$ 130,000,000)

Prospect and Risk disclosure in terms of the project Excelsior and Banat Cure and Wellness Hotel are compiled in appendix IV.

Investment

The estimated company value (evaluated according to DCF) rests with EUR 200 million.

The investment project closes a big gap and forms the needful offering,

• which offers an adequate infrastructure for the business tourism that is important for the development of the Romanian economic
• for the Western European countries which contend with rising health care costs. The need for convalescence centers at optimal cost are covered by both resorts.
• For the modern leisure person. The resorts create an oasis for wellness and relaxation within an market that contains a lot of growth potential.

The conservatively calculated financial objectives set can be achieved very well due to the big pent-up demand and present want of infrastructure. That is what makes the investment an extremely profitable business.

Exit

Following possibilities as exit strategy for the investors are intended:

• disposition of the shareholding to a strategic partner (international hotel chain, insurances, etc.)
• complete disposition to a strategist or financial investor
• or as an alternative an initial public offer.

Appendix I

Historical and Cultural Information about Oradea and Timisoara

Oradea

The region surrounding Oradea is in its culture affected by the Austro-Hungarian monarchie which can be seen in the baroque architecture among others. The Biserica cu luna the moonchurch which has a gable with a moon ball with clockwork that shows the phases of the moon is one out of many sights that are located at the shopping acrade Vulturul Negru (build at the turn of the 20^th century in Art Nouveau).

In the adjacencies there are not only worth seeing miracles of nature, which are located in the Western Carpathians, but also countless spas. Bad Felix Spa of the Blissful People is located to Oradea very closely. The largest health resort of Romania has a mild microclimate in winter, too. The thermal water which is very rich in minerals will be amended with sapropel, with which rheumatic arthritis, lumbago as well as gynaecological and nervous diseases can be healed.

The ancient spas offer a lot to nature lovers. There the Rata stream rises, which does not ice in the winter because of its thermal water and whose headwater expands in a lake. In that lake water lilies sprout at a temperature of constant 28 C. That water lilies are very rare in South-Eastern Europe.

Spa

Sulfur: alleviates rheumatism and skin diseases, builds up resistance

and has a relaxing effect

Minerals: stimulate the metabolism, the circulation and vitalize the heart

Heat support the medicative functions of the ingredients

It is due to the medicative effect of the thermal springs that the region is well-known internationally. The spas and the sapropel are a rejuvenation cure especially for older people. In ancient times the town was already destination for crowned heads.

The basis of an above-average development of the region is given because of the well proven spas, the almost unspoiled nature and not at least the favorable conditions that are created due to the forthcoming EU accedence.

Timisoara

The largest city of Western Romania is situated within the border triangle Banat and is mentioned documentary in 1266 for the first time. After the time of the Turks the city was settled by the Habsburgs with Swabians from Banat, from the Moselle and Rhine area. In the 19^th century the economic revival took place with a construction boom to a Habsburgian sample. Parallel to the castle district a mill district was developing. As one of the first cities of Europe Timisoara had an electrical tram line and electrical street lighting. As multi-ethnic city, Timisoara is an international mixture of Romanians, Germans, Serbs, Ukrainians and Bulgarians.

The city was also called Small Vienna because it belonged to Austria for a long time and the whole city center is affected by the buildings of imperial times which remind of the ancient Vienna.

The city at the Bega, which has 14 bridges, has preserved the picture of the Habsburgian architecture and offers a lot of sights. The Cathedral Place which reflects the past of the Habsburgs best, the Freedom Place, the old city hall, the Cathedral of the Metropolie, the castle bastion, the state theater, the synagogue, the palace of the Serbian diocese are just one them.

Timisoara is also an important university town with the emphasis on medicine, mechanics and electrical engineering. A faculty of law belongs to the university as well. There is a German Grammar School, the Lenau School, a German theater German State Theater Temesvar (DSTT) in the city center as well as miscellaneous German schools and kindergartens and last but not least the German Cultural Center.

Appendix II

Does the Project Comply with the Success Factors Necessary?

When Does a Hotel Be Successful?

The economically basic conditions for a long-term successful positioning of Bad Felix future markets, growing mobility and quality are given. The following seven criterions for checking offer an orientation for the success of hotels:

1. Location: Unique Selling Point, Excellent Position?

The Thermal Resort Excelsior will be edified on 10,000 sqm sized estate in excellent exposed position on a hill amidst Bad Felix. The special aura of the spa as largest spa of Romania as well as the great medicinal benefit of its thermal springs bestow a unique selling point in the market segment of the high class thermal resort hotels upon this hotel.

2. Market: Does a market for this thermal resort hotel exist?

The pro evident is the successful development of other resorts of that kind in Europe. In the complete Romanian area no comparable hotel will be built. The amount of potential guests from Romania as well as from the bordering countries alone will assure a high utilization of the resort. The international airport in Timisoara and the enlargement of the airport in Oradea ensure visitors from other European countries.

3. Does the quality of the hotel convince?

The hotel will be built on the highest creative and qualitative level. The guests will feel good in the hotel and will enjoy exclusiveness. The emerging Thermal Resort Excelsior will meet highest demands. The statue of the wellness Aphrodite will stand on an exposed position in one of the most beautiful spa areas of Europe. The unique quality of construction and the artistic charm will be planned and controlled to completion in cooperation of Romanian architects with German and Swiss architects.

4. Meeting: Additional Utilization?

The resort will offer a variable capacity for meetings which is proportionate to the capacity of rooms (100 rooms and suites). If that area enhances new space can be created through attachments. Due to the size of the estate and an accordance with the planning it can be reacted to changes of that kind.

5. Cure and Wellness: Additional Utilization and Retention Period?

Bad Felix establishes its good reputation on the medicinal benefit of the thermal springs and the special climate. The thermal resort will offer trend-setting wellness, cure, beauty, sauna and fitness facilities which are extended with Aryuveda and Thalasso practice. Demanding and well paying guests will also use this facilities although they are not hotel residents.

6. Number of Rooms: Consistent With Position, Market, Cure, Meeting, Wellness?

The Thermal Resort Excelsior will offer more than 100 rooms and suites. The proportion to the areas cure, wellness and meeting is coherent. The development plan of Bad Felix foresees in the course of the further development the creation of additional range.

7. Market Leadership: Which hotel is the first at the location?

Bad Felix is the greatest and most well-known spa in Romania and thus market leader in this market segment. Neither in Bad Felix nor in other places of Romania there is a thermal resort of this kind and outstanding quality. Due to the ideal combination of wellness and cure hotel with natural spa the market leadership is also long-term secured.

Equity As Financing Principle

The project will be financed without bank credit. In spite of trend research and forecast technology: Life is insecure. For this we make allowance through a high equity with the investment. That lets us stay calm during the ups and downs of the capital markets.

Long Term Growth

Because a long-term successful investment has a higher significance to us as the short-term optimized aspiration towards yield return we resign the consumption of a maximum initial yield return and place our trust in a long-lasting and growing proceeds in terms of sustainability. In the long-term comparison of yield returns sustainable investments, especially in consideration of the growth, come off well.

Appendix III

Specification and Description of Equipment

Outside Facilities

The outside facilities around the hotel are designed by a landscape architect in cooperation with the constructional engineering with plants that are characteristic for the country. The access roads are provided with sound-damping asphalt so that the tranquillity and the contemplative atmosphere can give the right impression to the guests. The 24/7 safety system come up to the latest technical knowledge.

Building Shell

Footing, walls and floors, columns, binding beams, stairways in short all supporting elements will be made of ferro-concrete. Subject to the EU-norm special importance will be attached to a optimal heat and acoustic insulation. Characteristic of the country, the facades will be covered with waterproof structured plaster and with natural stone in the entrance area. The roof system will be a country-specific stable construction of timber with good insulation.

Sealing

All earth-affecting surfaces will get a bitumen containing sealing coat. The external windows will be arranged as casement or sash cord windows, will have a synthetic or aluminum frame and double glazing with good acoustic and heat insulation.

Ground Plans

All hotel rooms and suits will have a entrance with wardrobe, sleep area and amply planned bath. The suites additionally will offer spacious living quarters. Partly, the suites can be used as two separate double rooms.

Interior Decoration

The interior decoration will be executed to the guidelines of a famous interior decoration firm. The interior decorational concept plans a execution in the style of the country with a simple style, off the material and in the colours of the region.

Equipment, Furnishing and Lighting of the Rooms and Suites

In the whole shell and finishing highest high demands are made to the components concerning the acoustic and heat insulation (entrance door and partition walls, rooms etc.). In the rooms a parquet floor and additional carpets are planned. The walls will be endued with characteristic for the region and elaborate stucco and wiping method. The basis of the destined chattels is the purpose-built furniture. Simple style in connection with a perfect execution promise luxury and meet high demands. Importance will be attached to quality as well as regional character and ecological aspects concerning the destined chatters: double beds with elaborately designed heading section, bed tables, desk with chair, dining table with armchair and occasional table, walk-in closet or built-in closet. For instance, oaks from the local Carpathians shall be used. The sanitary areas will meet with the requirements of a five-star hotel. Porcelain washbasin, a separate shower, bathtub and water-closet in high-quality are planned. Floor and walls will be tiled with natural stone, the walls partly up to the ceiling. The window decoration including curtain, bedclothes and bedspreads will be made of high-quality material. Mini-bar, plasma TV, electric safe, ADSL internet connection with telephone system are planned as a matter of course.

Subject to Planning and Alteration

Subjected to will stay deviation with technical and functional details, the selection of the materials if the quality is equal or of higher quality as well as with potential alterations during the execution planning and execution of construction. Necessary adjustments due to official restraints or legal changes are also possible.

Technical Installations

To fulfill the conditions concerning temperature and loading the whole format will be subdivided in systems. The volume flows will be constructed in consideration of the EU directive for the building of baths. The operation of the construction will happen automatically. The construction can be operated 2-graded conform to the amount of guests. For the constant drain off of the water out of the basins a heat recovery will be installed. Ventilation master devices will be put up. The heating of the building will be realized by heat pumps and heat exchanger. The building engineering will combine the measurement and control technology. The EPOS will make it possible for the guest to use all areas with one medium and cash up when he checks out.

Appendix IV

Prospects and Risks

Appendix V

Profit and Loss Account (Presentation in Stages) / Budgeted Balance of the Liberty Invest Corporation Helvetica

Appendix VI

Examples of Projects of the Project Team

Ocean Harbor

Investment Project:  New building of a luxury condominium with 150 apartments

2 tennis courts

Clubhouse

Pool construction with 2 Jacuzzi

Boat harbor

Location: Fort Myers Beach, Estero Boulevard, Florida, USA

Finances: Investment volume US$ 40,000,000

No financing by a bank

No profit distribution, but redemption of the invested capital after disposition of the apartments

Holding Term: 5 years; time of construction 3 years, separated in 2 steps, disposition after 2 years

Closing of the Project:  1997; the rate of return on capital invested was 27 %

Golf Thermal Resort Panoramica

Investment Project:  New building of a luxury condominium with 18 hole golf course

Shopping center

Golf clubhouse

Golf thermal resort

Location: Sant Jordi (Castelln), Costa del Ahazar, Spain

Finances: Investment volume US$ 130,000,000

No financing by a bank

Annual profit distribution after selling start,

redemption of the invested capital after disposition of the apartments

Holding Term: 10 years; time of construction 3 years, separated in project planning, licensure,
site development and construction, disposition after 5 years

Closing of the Project:  2003; the rate of return on capital invested was 33 %

Appendix VII

Project Organisation