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Greg Matzel's $3 billion Development Plan for the Pocono Manor Inn & Golf Resort
Includes Construction of a 750 room Hotel and Casino, Two Golf Courses
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Dennis Gomes Named Exclusive Manager of Development's Gaming Division

 
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November 10, 2005 - Greg Matzel, President of Matzel Development, a New Jersey and Pennsylvania-based real estate development company, today unveiled his team of partners and consultants hired to bring a world-class gaming resort to the Poconos. Matzel's $3 billion development plan for the Pocono Manor Inn & Golf Resort includes construction of a one-million-square-foot hotel and casino complex housing 5,000 slot machines and 750 rooms. Along with retail shopping, a spa, two golf courses and countless other amenities, the Pocono Manor property would be transformed into the finest casino resort destination on the East Coast.

Leading the list of companies joining the Matzel team is Gomes Gaming Management, LLC. Matzel and President Dennis Gomes have inked an agreement that establishes GGM as the exclusive manager of Matzel's newly created gaming division, which will include the management and operation of the resort and casino to be developed at Pocono Manor. Gomes' remarkable 35-year career in the gaming industry includes stints as President of both the Tropicana Casino & Resort and Trump Taj Mahal Hotel & Casino in Atlantic City and President of the Golden Nugget Hotel & Casino in Las Vegas, among other senior-level posts at well-known resorts and casinos. At the Tropicana, Gomes is credited with the vision for creating The Quarter - the Trop's highly acclaimed, $285 million retail, dining and entertainment complex.

"With Dennis leading our gaming operation, we now have a team in place that is second to none - not only in Pennsylvania, but anywhere in the country," said Matzel. "With his unparalleled background in the gaming industry, Dennis Gomes could have gone anywhere. It speaks volumes about our proposal that he chose to join our team. Like me, he sees the potential to create a truly unique destination - one that will dazzle visitors but also will be respectful to the amazing beauty of the Pocono region that has made it a vacation paradise for more than a hundred years."

Matzel said Gomes is recognized in the industry for his character and integrity, noting that Gomes' background includes years in law enforcement as an investigator of casino operations in both Nevada and New Jersey. It was Gomes' dogged investigation of the Stardust Casino organized crime skimming operation in Las Vegas that was the basis for the Martin Scorsese film, "Casino."

"That unique combination of experiences as a leader of casino operations and as an investigator makes Dennis the ideal man to run our gaming operation. His vision helped to bring great success to men with names like Wynn, Trump and Hilton. Working with the rest of our team, I have no doubt he'll bring that same vision to this project."

"For me, the gaming business has always been more about the people," said Gomes. "After meeting Greg and seeing his vision and passion for this project, I was on board. Frankly, I'm at a point in my life where I don't need to work. But there is something about the people involved with this project - and the opportunity to create something that is truly special - that compelled me to want to devote the amount of energy it takes to do it right."

Pocono Manor Inn & Golf Resort is a joint venture of groups headed by accomplished real estate developers Greg Matzel and Morris Bailey. Matzel and Bailey have collaborated on real estate ventures for the past 11 years. Projects include residential and commercial developments in Pennsylvania and New Jersey as well as a 288-unit luxury rental community in Carteret, NJ scheduled to break ground in January 2006.

The real estate entities of the family of Morris Bailey, now headed by Mr. Bailey's son-in-law Joseph Jerome, own and manage a large private portfolio of hotel, residential, retail and office properties in North America currently valued in excess of $4 billion. The companies, JEMB Realty Corp. (http://www.jembrealty.com/) in the United States, and Busac Real Estate (http://www.busac.com/) in Canada, are recognized for hands-on asset management, including extensive and sensitive restoration and redevelopment programs, to achieve the highest and best use of each property. In addition to the Pocono Manor Casino and Resort, the family of Morris Bailey is currently developing an $800 million power plant in Astoria, NY, and a 1.5-million-sq.- ft. mixed-use development for the University of Quebec.

The balance of the impressive list of companies signed on to the project consists of some of the most respected names in the gaming industry including:

  • Spectrum Gaming Group, LLC, Northfield, NJ, is providing economic and feasibility studies and analysis as well as regulatory counsel and services.
  • Michael & Carroll, P.C., Atlantic City, NJ, is serving as gaming counsel, providing legal counsel for licensing and gaming-related issues.
  • New England Design, Inc. / Thematic Design International, Mansfield, CT, is the project's conceptual design firm responsible for conceptual planning, drawing and layouts of the proposed site plan and structures.
  • The S/L/A/M Collaborative, Glastonbury, CT, is the architectural firm primarily responsible for designing structures that support gaming and the specific requirements that gaming facilities require.
  • Vibrant Development Group, LLC, Philadelphia, Pa., is a strategic planning firm specializing in the planning and development of large- scale destination real estate projects.
  • Urban Research & Development Corporation, Bethlehem, Pa., is providing community planning, economic research, land planning, landscape architecture and site engineering.
  • Calyon, New York, NY, is providing financial and lending advisory services.
  • Morowitz & Company, LLC, Absecon, NJ, is developing internal accounting procedures, operating budgets and providing financial projections.
In addition to the impressive roster of gaming consultants, the following Pennsylvania firms have been hired as consultants because of their expertise in their respective fields:
  • Blank Rome, LLC., Philadelphia, Pa., is serving as lead legal counsel.
  • Newman, Williams, Mishkin, Corveleyn, Wolfe & Fareri, P.C., Stroudsburg, Pa., is serving as local legal counsel.
  • Cultural Resource Consulting Group, Philadelphia, Pa., is providing historical analysis and counsel.
  • Pennoni Associates, Inc., Philadelphia, Pa., is providing general site engineering in addition to traffic analysis, impact and planning.
  • Neiman Group, Harrisburg, Pa., is providing strategic communications and public relations counsel.
"Our number one goal is to prove to the gaming board, but most importantly to the residents of the Pocono Region, that we are more than capable of delivering a first-class facility to Pennsylvania," said Matzel. "I couldn't be more proud of this team of partners and consultants, all of whom bring a level of expertise, not to mention character and integrity, to our efforts that will be hard to match by any competing application."

Matzel said his team will be submitting its application for a Category Two license to the Pennsylvania Gaming Control Board in the next 60 days.

Pocono Manor Inn & Golf Resort currently resides on over 3,000 acres (5.5 square miles) in Tobyhanna and Pocono Townships as well as the Borough of Mt. Pocono. Residing in its own zip code, the existing resort consists of a 257- room hotel and conference center, a golf facility with two 18-hole golf courses, equestrian center, indoor and outdoor tennis courts, skeet shooting range, and miles of trails used for hiking, cross country skiing, horseback riding and snowmobiling.

Matzel's development plans include a resort and casino, full-service spa, fitness center and world-class dining and retail space. Initial plans also include a 300,000-square-foot retail village, a 100,000-square-foot village green for outdoor events, a twelve-acre lake in front of the hotel and casino and two 18-hole championship golf courses.

In addition to plans for building a new resort and casino on the property, Mr. Matzel's plans include restoring and renovating the existing manor inn as well as restoring many old buildings currently housed on the site. In the interest of maintaining the natural beauty of the landscape, Mr. Matzel is committed to keeping approximately one third of the property undeveloped.

About Matzel Development

Greg Matzel is owner and President of Matzel Development, a New Jersey and Pennsylvania-based real estate developer specializing in commercial, resort, recreational, and residential development and construction. Greg was one of the three founding members of Matzel and Mumford, one of New Jersey's largest developers, which was ultimately acquired by K. Hovnanian. Upon his departure from Matzel and Mumford, Greg formed Matzel Development and has been operating under that name for the past 11 years. Through his career, Mr. Matzel has been directly involved in the development of thousands of residential homes. In addition, he has been involved in numerous commercial, resort, recreational, and residential development and construction projects. Matzel Development is known throughout the building industry for insightful planning, superior construction quality and timely delivery of its products within full compliance of environmental and all other regulatory guidelines. Past projects include hotels, rental communities, recreation facilities, corporate office parks and residential communities in New Jersey, Pennsylvania, Virginia and Florida.

About JEMB Realty Corp.

JEMB Realty Corp. is an experienced real estate owner, developer and manager headquartered in Manhattan that acquires, upgrades and repositions commercial, retail and residential property in existing and emerging city business. With its subsidiary BUSAC Real Estate in Montreal, Quebec, JEMB owns and operates in excess of 6.2 million square feet of commercial space in North America including such prominent assets as Herald Center, Herald Towers, 150 Broadway and 75 Broad Street in Manhattan, The Astoria Energy Plant in Queens (New York City's Largest new power plant), 375 McCarter Highway in Newark, NJ, Place Dupuis in Canada, the Galleria Corporate Center in Scottsdale, AZ and other strategically located properties.

The Real Estate Enterprises of the Family of Morris Bailey

The family of Morris Bailey is a partner in the development of the Pocono Manor Inn & Golf Resort. The real estate enterprises of the family - JEMB Realty Corp. (http://www.jembrealty.com/) in the United States and Busac Real Estate (http://www.busac.com/) in Canada - are currently valued at approximately $4 Billion.

The companies are built upon Morris Bailey's foundation of 40 years of direct real estate investment, development and ownership success. Today under the leadership of Mr. Bailey's son-in-law, Joseph Jerome, JEMB Realty and Busac Real Estate are recognized among the leading private real estate companies in North America. Through meticulous hands-on asset management, the companies have achieved success across all property types, including resort and hotel, residential, retail, office, self-storage, power and industrial assets.

In addition to the Pocono Manor & Golf Resort, the Family of Morris Bailey is presently developing an $800 million power plant in Astoria, New York. In Montreal, the developer is undertaking a $400 million, 1.5 million square foot mixed-use development for the University of Quebec. This project will include more than 1100 student residences, an office building, a university pavilion, an 800-space underground parking garage, and the city's main intercity bus terminal.

The Family's extensive experience in the hospitality industry consists of the development, ownership and operation of hotels throughout the United States and Canada. In 1985, they acquired and converted the Halloran House in Midtown Manhattan into a 700-room hotel, which is now The Marriott East Side. Additional hotel redevelopment and ownership projects included the purchase of the 500-room Intercontinental Hotel in Houston and its conversion to the existing JW Marriott Hotel together with an adjoining convention facility. The family also developed the luxury, five-star Grand Bay Hotel on 51st Street and 7th Avenue in Manhattan. The White Plains Hotel in White Plains, New York, the Governor Hotel in Montreal, Quebec, the Congress Hotel in Chicago, Illinois and the Courtyard Marriott on 53rd Street and Third Avenue in Manhattan round out the Family's owned and operated portfolio of hotels.

Pocono Manor Resort and Casino Partner & Consultant Resource Guide

GOMES GAMING MANAGEMENT, LLC - Casino Management Company for Pocono Manor Resort and Casino

Gomes Gaming Management, LLC is the result of President Dennis Gomes taking the next step in his distinguished career, having inked an exclusive agreement with the Matzel-Bailey team to establish and manage their new gaming division. In addition to a forthcoming application in the Pocono's, the team is evaluating several properties to develop and manage in New Jersey, Connecticut and Nevada. It is the intention of the Matzel-Bailey-Gomes team to become a multi-property gaming entity. Dennis Gomes is a seasoned gaming executive whose resume includes positions as President of both the Tropicana Casino & Resort and Trump Taj Mahal Hotel & Casino in Atlantic City and President of the Tropicana Resort & Casino and Golden Nugget Hotel & Casino in Las Vegas, among other senior-level posts at well-known resorts and casinos. At the Tropicana Casino & Resort, Gomes is credited with the vision for and execution of creating The Quarter - the Trop's highly acclaimed, $285 million retail, dining and entertainment complex that brought popular non-gaming opportunities to Atlantic City.

DENNIS C. GOMES, President

Dennis Gomes is among the most respected names in gaming, resort and casino management. Often considered one of the casino industry's most imaginative executives, Mr. Gomes has played leading roles in driving record profits and unprecedented growth at casinos owned by men with names like Wynn, Hilton and Trump. But that only tells half the story. Dennis' impeccable reputation in the industry also stems from his early days as in investigator and regulator of casino properties, which launched his 35-year career.

Dennis is President of Gomes Gaming Management, LLC, a full-service gaming-management company, specializing in the development and operation of emerging resort and gaming destinations. Having recently signed an exclusive agreement with Pocono Manor Investors, LLC, Dennis is leading a team that is evaluating several properties to develop and manage in New Jersey, Connecticut and Nevada.

Gomes stepped down as President of Aztar Resorts in May of 2005 where he was overseeing the operations at the Tropicana Casino and Resort in Atlantic City and The Tropicana Hotel and Casino in Las Vegas.

Upon the announcement of his departure from Tropicana Casino and Resort in May 2005, an editorial in The Press of Atlantic City noted that Gomes "was a leader in making the city more competitive" and that he we would be "a tough act to follow."

Given his ability to positively impact the bottom line for large resorts and casinos, Mr. Gomes has held the position of President and Chief Operating Officer for six different gaming operations. Prior to joining Aztar, Gomes has held the post of President and COO at Trump Taj Mahal Hotel & Casino in Atlantic City, Golden Nugget Hotel & Casino in Las Vegas, Dunes Hotel & Country Club and Aladdin Hotel & Casino. Mr. Gomes has also worked on the senior executive teams for Hilton Nevada Corporation, Frontier Hotel, Summa Corporation and Major Riddle Enterprises.

In January 2003, Dennis was elected by his peers to serve as President of the Casino Association of New Jersey, spearheading regulatory, development and expansion initiatives on behalf of the 12 casinos in Atlantic City. During his two-year term as president of CANJ, Mr. Gomes worked closely with legislators and regulators on amendments to the Casino Control Act as well as legislation impacting the gaming industry in New Jersey.

Mr. Gomes' history began as a Las Vegas law enforcement officer. The award-winning Martin Scorsese film, "Casino," was based on an investigation of the Stardust Casino organized crime skimming operation led by Dennis while serving as a lead investigator with the Nevada Gaming Control Board. After six years with the Nevada GCB, Mr. Gomes was named Chief of Special Investigations for the New Jersey Division of Gaming Enforcement where he was largely responsible for developing and implementing internal control regulations for New Jersey's casinos.

Dennis has been honored with numerous awards for his work in all facets of the gaming industry. Among them, The Council on Compulsive Gambling of New Jersey honored Dennis in September 2002 with its prestigious CCGNJ "Education Award," in recognition of his commitment to raising awareness of responsible gaming.

Mr. Gomes is a Certified Public Accountant, formerly licensed in New Jersey, Hawaii and Nevada. He holds a BS in Accounting from the University of Nevada, Las Vegas and an MBA from the University of Washington, Seattle.

As a lifelong student of martial arts and a fitness enthusiast, Mr. Gomes holds a 5th degree black belt in Tang Soo Do karate and is a Tang Soo Do instructor. He also holds a 2nd degree black belt in Hapkido.

SPECTRUM GAMING GROUP, LLC - International Gaming Consultant Firm for Pocono Manor Resort and Casino

Spectrum Gaming Group, LLC, is a full-service international gaming consultancy with a highly prized reputation for integrity and experience. Based in New Jersey with offices in the Atlantic City and Princeton areas, they also have a presence in major locations throughout Asia.

Spectrum Gaming Group, LLC's, various lines of service range from economic and feasibility studies to regulatory services, and their client base ranges from Singapore to Harrisburg, and from Wall Street to Guam. The firm's public client list has included:

- Pennsylvania Department of Revenue
- Government of Broward County, Florida
- Government of Sullivan County, New York
- New Jersey Division of Gaming Enforcement
- Atlantic City Convention and Visitors Authority
- City of San Jose, CA
- Government of Singapore
- Gaming Control Agency, Bahamas
- Gaming Control Agency, Netherlands
- Philippines Amusement and Gaming Control Corp.
- Tinian Casino Gaming Control Commission
- Casino Control Commission of the U.S. Virgin Islands
- Racing Commission of Puerto Rico
- Government of Queensland and New South Wales, Australia
- Government of Panama
- Government of Turks and Caicos
- Gaming Division of the Puerto Rico Tourism Company.

Additionally, Spectrum Gaming Group's private client list has included:

- Goldman Sachs
- Bear Stearns
- Credit Suisse First Boston
- House of Blues
- Casino Association of New Jersey
- Aztar Corporation
- Harrah's Entertainment
- Las Vegas Sands
- International Game Technology
- Shuffle Master
- Cyberview Technologies
- Konami Gaming
- A.C. Coin & Slot Service Company
- Guam Hotel and Restaurant Association
- Wyndham Hotels

The following lists some sample engagements that indicate the breadth of our experience:

  • Spectrum analyzed the potential growth in the Atlantic City market from young adults who would be attracted by the addition of a House of Blues venue. This study was performed on behalf of House of Blues in advance of its investment in Atlantic City.
  • Spectrum was retained to act in advisory capacity for a major gaming company that has been evaluating the acquisition of a casino operation in the eastern United States. Spectrum's role has been to evaluate current physical and financial operations, as well as evaluate employee service levels. Spectrum is also assisting in reviewing market potential projections along with providing five-year cash flow analysis and EBITDA analysis.
  • Spectrum has been retained by an Atlantic City casino operator to develop and implement a guest-satisfaction program. Along with program development, Spectrum will conduct various consumer research projects to quantify the metrics of guest satisfaction and translate the results into tangible EBITDA performance.
  • Spectrum has been retained by several major institutional investors and private-equity firms to perform due-diligence economic work in advance of major investments in companies with extensive operations in Atlantic City. This analysis has included several components, including property valuation, potential impacts of emerging competition, feasibility of additional capital investment and an analysis of the regulatory environment.
  • Spectrum completed a detailed economic and financial impact study for Sullivan County, NY, government designed to guide the county - at the heart of the Catskills - as it plans to host as many as three casino
  • hotels. The report, now a public document, details impacts in various areas, ranging from education to housing to tourism. This was followed by a similar report for nearby Orange County, NY.
  • Spectrum was retained by the Casino Association of New Jersey to evaluate the economic impact that increased casino revenue taxes would have on the gaming industry in Atlantic City. In addition, the state Legislature in New Jersey considered the legalization of racinos at state licensed racetracks. Spectrum performed extensive economic analysis, which evaluated the impact of this legislation on Atlantic City casinos, employment and vendors in South New Jersey. As a result, we played a key role in defeating the proposed tax increases, and in preventing the implementation of VLTs at in-state tracks.
  • Spectrum was retained by the Atlantic City Convention and Visitors Authority to project the growth of non-gaming spending in Atlantic City as a result of legislation to encourage the development of entertainment/retail districts. Spectrum projected the number of hotel rooms and spending levels, and also analyzed the impact of the legislation on the ACCVA's ability to market to new conventions and meetings.
  • Spectrum performed a detailed study on behalf of a tribal casino to determine the feasibility of adding a convention center. The study included projections of cash flow, and suggested marketing strategies as well.
  • Spectrum was retained by the Pennsylvania Department of Revenue in 2004 to advise on gaming regulatory issues in advance of the Pennsylvania Gaming Control Board being formed. We consulted with State Police as well to develop a framework for regulatory oversight of Pennsylvania's gaming industry.
  • Spectrum has been retained by a potential investor in a major Pennsylvania race course to analyze the market, examine potential competition, forecast revenues and income, as well as construction costs. The study involved detailed examinations of the entire eastern Pennsylvania region.
  • Spectrum was retained by a developer in the Wilmington, DE, area to analyze the potential market and determine the feasibility of a casino hotel. We suggested the optimal size, mix of amenities and the opportunity to bring in a major casino operator to manage the facility. We also forecasted employment opportunities that would be created by this project, and recommended strategies to attract convention business and retail development.
  • Spectrum was retained by the Guam Hotel and Restaurant Association to perform a detailed economic study of that island's hospitality industry, and to recommend a strategy to attract capital investment and invigorate its tourism economy.
MICHAEL & CARROLL - Gaming Counsel for Pocono Manor Resort and Casino

GUY S. MICHAEL AND ROBERT J. CARROLL, Founding Partners

The law firm of Michael & Carroll was formed by its founding partners, Guy S. Michael and Robert J. Carroll, after successful partnership careers in the law firm of Brown, Michael and Carroll, P.C., which was preceded by almost three decades of highly dedicated public service in the New Jersey Attorney General's Office, Division of Law, Division of Gaming Enforcement and Division of Criminal Justice. Offices are currently situated in Atlantic City, Point Pleasant and Roseland, New Jersey. The firm has a solid, experienced foundation which has achieved a national reputation for dedication, integrity and successful client service.

Guy S. Michael served with New Jersey State Government for approximately eight years. He first held the position of Deputy Attorney General with the Division of Law and provided legal representation to various departments of state government, including service as labor counsel through representation of the State's Office of Employee Relations. While a Deputy Attorney General with the Division of Law, Mr. Michael assisted the Governor's Task Force on casino gambling in the preparation of draft legislation which later became the New Jersey Casino Control Act. He then served as one of the first Deputy Attorneys General assigned to the newly formed Division of Gaming Enforcement, later became Chief of the Legal Section of that agency, and, finally, the agency's Deputy Director of Operations.

Mr. Michael has been extensively and intimately involved in the gaming field virtually since its inception in New Jersey. He served with the State's Gambling Enforcement Agency through its first four and one-half years of existence, finishing his tenure as Deputy Director. During a twenty-two month period under his supervision, seven new casino hotels were opened, the investigation and analysis of ten casino license applicants was undertaken, and seven casino license hearings were held.

Mr. Michael has been in private practice for over twenty years. During this time period, he has represented gaming interests domestically and internationally. He has handled virtually every type of gaming matter on behalf of casino companies, casino service industries and individual casino personnel. Over the past decade, he has devoted substantial time and attention to Indian gaming matters, assisting in the creation and development of a number of Tribal gaming operations.

Robert J. Carroll is a nineteen-year veteran of New Jersey State law enforcement. Commencing his career as a County Investigator, Mr. Carroll rose through the ranks and to later hold positions which included Assistant Essex County Prosecutor, Deputy Attorney General, Assistant Attorney General and Assistant Director of the New Jersey Division of Criminal Justice. He has also held supervisory positions which included Chief of the Special Prosecutions Section of the Attorney General's Office, and later Chief of the Organized Crime and Racketeering Bureau where he supervised over 200 persons, including attorneys, state investigators, state troopers and support staff. During his tenure, the Organized Crime Racketeering Task Force, successfully investigated and prosecuted hundreds of members and associates of "La Cosa Nostra" and achieved a phenomenal conviction rate that stands as one of the most successful efforts ever made to combat organized crime. In these capacities, Mr. Carroll specialized in investigating and prosecuting organized crime figures, corrupt public officials, and other special sensitive prosecutions. In addition to the convictions of numerous racketeers, he also previously tried and convicted the top hierarchy of the New Jersey Lucchese crime family in 1993, supervised dozens of successful prosecutions of members/associates of nearly every major crime family in New Jersey, and also personally prosecuted the notorious Richard "The Iceman" Kuklinski, one of the most prolific multiple murderers ever apprehended.

Robert Carroll also participated in numerous other joint federal-state investigations and has enjoyed an outstanding working relationship with the Federal Bureau of Investigation; the United States Attorney's Office; the Bureau of Alcohol, Tobacco and Firearms; the United States Secret Service; and the United States Department of Labor. On one occasion, Mr. Carroll was designated as a special United States Attorney to assist in a joint state- federal racketeering probe. In 1987, he was also specially deputized as a United States Marshal to facilitate his participation in the federal investigation and later conviction of the hierarchy of the New Jersey faction of the Genovese Crime Family.

In private commercial practice for the past thirteen (13) years, Mr. Carroll has specialized in establishing new casino gaming operations, management executives, procedures and systems for the evolving Indian gaming market, as well as specializing in assisting owners and management executives in becoming licensed in governmental and private sector gaming projects. He has personally prepared documents or provided advice about practically every type of gaming document necessary to ensure compliance with federal and state regulatory requirements. As noted below, Mr. Carroll has also held key Tribal regulatory positions in the first Native American casinos to open in Connecticut (1992-1998 Foxwoods) and Louisiana (1993-Present Cypress Bayou Casino). He also possesses specialized experience in dealing with law enforcement and regulatory agencies in resolving license issues.

Michael & Carroll has specifically focused upon a specialization in representing clients involved in the gaming industry. The partners have represented a variety of gaming interests in the State of New Jersey, for example, IGT, Hilton, Park Place Entertainment, Bally's, G-Tech, Caesars, Sands, Tropicana, Golden Nugget, Trump Bond holders, as well as numerous other individuals and vendors before the New Jersey Casino Control Commission. Mr. Carroll has also represented numerous clients in over fifteen other states in connection with casino investment, development, operations and service. The firm's partners have served in consulting capacities to the state governments of Queensland, Australia and Victoria, Australia. In particular, Mr. Michael worked with the government of Queensland on the development of legislation authorizing legalized casino gaming in that state. In Victoria, he served as American counsel to the state's Board of Inquiry into casinos in the gathering of information concerning legalized gaming and provided testimony before the Board pertaining to gaming issues. The firm has also been engaged to review and analyze existing casino operations on behalf of several sovereign governments. In addition, the firm has represented American investment interests in the development of casino projects outside the State of New Jersey. In the course of the firm's experience in the gaming field, our partners have worked closely with government and industry representatives throughout the world. For example, working relationships have been developed and maintained with gaming interests in New Jersey, California, Connecticut, Pennsylvania, Louisiana, Nevada, Puerto Rico, The Bahamas, England, Holland, Canada, Malaysia and Australia. In addition, the firm has provided advice to persons evaluating casino gaming in new jurisdictions, including Greece, Santo Domingo Jamaica, Belize, Malta, Antigua, St. Lucia, Toronto, Alberta and Calgary, Ontario Canada, as well as persons and entities in the states of Arizona, California, Connecticut, Maine, Massachusetts, New York, Illinois, Indiana, Florida, Louisiana, Alaska, Michigan, Texas, Nevada, Washington, and Kansas.

The firm's gaming experience is not limited to traditional jurisdictions, however. Guy Michael and Robert Carroll were at the forefront of the (then) emerging Native American Gaming Industry in the early 1990s. They played an important role in the development, and later operation, of Foxwoods Resort Casino, by all accounts, the most successful casino in gaming history. As a result of gaining "hands on" experience in establishing new Native American gaming operations under the Indian Gaming Regulatory Act and the resultant National Indian Gaming Commission, Messrs Michael and Carroll were sought after to assist many other Native American Tribes in establishing evolving gaming facilities. They personally participated in assisting in the development and opening of six other Indian casinos in the States of Louisiana, Arizona, California, Washington and Kansas. They have lectured on a National level to representatives of over 150 Native American Tribes specifically regarding the establishment of gaming operations, the creation of Tribal Gaming Commissions and methods and practices to avoid the infiltration of organized crime elements into Tribal operations. They were featured lecturers for the Falmouth Institute of Fairfax, Virginia, one of the premier Native American educational institutions.

Messrs Michael and Carroll have worked extensively with the National Indian Gaming Commission and currently still hold key Tribal positions with the Chitimacha Tribe of Louisiana. Mr. Carroll as Chairman and Mr. Michael as legal counsel have each served several multi-year terms on the Chitimacha Gaming Commission. They also have concurrently served as Tribal legal counsel for the last twelve years. Mr. Carroll also established the first Compliance Department at Foxwoods Resort Casino and served as the first Vice President of Compliance at Foxwoods in the mid-1990s.

Aside from the traditional gaming market, in recent years, the firm has developed an unparalleled reputation for assisting entities in all areas of enterprise and corporate compliance. These issues range from representing Tribes, vendors and gaming companies before various State Regulatory Agencies, to reviewing Tribal and corporate reporting structures to insure that integrity and the avoidance of even the perception of impropriety is maintained throughout the organization.

The partners in the firm have also conducted speaking engagements to Tribal, State and Federal agencies on a variety of topics, including gaming development, prevention of criminal infiltration into gaming enterprises and other similar operational subjects. They have testified in congressional and state legislative hearings on gaming issues and have authored numerous articles which have been published in gaming and legal periodicals on subjects involving the regulation and operation of casinos. Both Mr. Michael and Mr. Carroll are members of the International Association of Gaming Attorneys and Mr. Michael has served as Chairman of the Casino Law Section of the New Jersey State Bar Association and is a prior Treasurer, Secretary, Vice President and President of the International Association of Gaming Attorneys.

NEW ENGLAND DESIGN, INC. / THEMATIC DESIGN INTERNATIONAL - Conceptual Resort and Casino Design Firm

New England Design, Inc. is a concept design firm with over thirty years of experience, with the approach to any of our projects done with the client's bottom line being primary while producing very dramatic yet realistic design formats.

Thematic Design International is a wholly owned subsidiary of New England Design, Inc. with the main office in Mansfield, Connecticut.

NED/TDI has provided comprehensive conceptual design management services for casino and entertainment projects. Foxwoods Resorts, the largest casino complex in the world, has been conceptually designed by NED/TDI over the past fifteen years with an intense involvement in all phases from initial formats, master planning, design management, concept interior design, graphics and FF & E. Working with Management, the Tribal Council, the architects, engineers and other consultants, NED/TDI has been responsible for the concept design of over four million square feet of space at a cost of 1.5 billion dollars.

NED/TDI was the conceptual designer for the proposed 700 million dollar Bridgeport Casino Complex and designed the first proposed H-Tract project, a 1.5 billion dollar Atlantic City Casino Complex for Mirage Resorts and Circus Circus. Other casino master planning and concept designs have been done in Niagara Falls, Canada; Emerald Manor, Ireland; Playboy/Virgin Casino and Entertainment Center in Las Vegas and for the City of Windsor, Canada.

NED/TDI has also had extensive experience over the past thirty years in the fields of resort, hospitality, entertainment, residential, restaurant, convention, retail and water park design. The firm's expertise lies in its commonsense approach to design criteria by creating an environment rather then structures and working closely with the project's architects, engineers and design team for unified, successful projects.

EXPERIENCE
Foxwoods Resort & Casino
Mashantucket Pequot Tribal Nation
1988-2003

NED/TDI has worked on the development of the Foxwoods Resort & Casino, located in Southeastern, CT, for the Mashantucket Pequot Tribal Nation. In 1989, NED was introduced to the Tribal Chairman and asked to help address a number of changes they wished to make to their existing 1200 seat High Stakes Bingo operation. During the course of that effort, NED also assisted in planning non-gaming tribal projects and developed a relationship of trust with the Tribe. When the opportunity for casino gaming arose, NED worked closely with the Tribal Council and Elders, the future management team, the project architect and the construction manager to design a casino addition to the bingo hall. The initial casino offered many of the elements that would be available in Atlantic City while respecting the desires of the Tribe. Views to the surrounding wooded hills and the undisturbed natural setting allowed daylight into the casino and Native American design motifs were included in the overall scheme.

NED was completely involved in the project from master planning and conceptual design through conceptual interior design, material selections and colorations, working to maintain the Tribes goals while staying close to the overall project budget. Needless to say, this all took place at an incredible pace which is typical for gaming projects. Since the first casino at Foxwoods opened in 1992, the facility has never closed, operating 24 hours a day. NED continued to be involved in master planning, overall conceptual design and conceptual interior designs as the facility grew to keep up with the demand for gaming and entertainment. Subsequent gaming projects included an additional four casinos, two hotel towers, a 280 room inn, a 1500 seat theater, a 3000 seat High Stakes Bingo Hall, a ballroom, conference center, spa and pool facilities, retail, restaurants and parking garages.

Over the past eighteen months NED/TDI has been involved with major future expansion concepts as well as the current Casino Expansion and Hard Rock Cafe, which opened in the summer of 2004. Projects done on the Tribes reservation included a Community Master Plan, a Community Center, a Life Safety Complex, a Child Development Center and subsequent conceptual drawings for its expansion.

Windsor Casino, Ontario, Canada

In 1992, NED/TDI was approached by the City of Windsor Ontario to assist in the preparation of an RFP. Conceptual floor plans were developed for the proposed city site and used to hire an architectural firm.

Chateau Niagara, Niagara Falls, Canada
Mirage & Circus Circus, Atlantic City, NJ

NED/TDI has also worked closely with Steve Wynn on several projects. In 1994, a complete conceptual design package including a master plan and program was developed for Chateau Niagara, a Casino/Resort in Niagara Falls, Canada that overlooked the waterfalls. In 1995, TDI again worked with Steve Wynn on a master plan and conceptual design for a project along the Atlantic City, New Jersey shore. The project included two interconnected but independently run casino properties for Mirage Resorts, Inc. and Circus Circus. This project was subsequently sold to MGM during the sale of Mirage Resorts, Inc. and is now the Borgata.

Bridgeport Casino Competition, Connecticut

In 1995, NED/TDI worked for the Mashantucket Pequot Tribe on the wining design in a competition for a Waterfront Casino, Hotel, and Conference Center in Bridgeport, CT. The State then decided against allowing additional gaming within Connecticut. This project included an initial conversion of an existing hotel into a temporary casino and the use of a paddle wheel ferry boat docked at the adjacent marina while the master plan was implemented.

Virgin/Playboy Casino, Las Vegas, Nevada

In 2000, NED/TDI developed a conceptual design for a joint venture between Playboy Enterprises and The Virgin Group. The Virgin/Playboy Casino in Las Vegas would be adjacent to and on the same site as a project that is being developed by Steve Wynn and would feature a Virgin Mega Store, Casino, Hotel, Spa, Conference Center, Ballroom and Theaters. NED/TDI worked closely together with Christie Hefner, her team and Steve Wynn for the development of this concept.

Throughout the past 15 years, the core design team of Kevin Tubridy, Principal, Karl Norton, Senior Project Designer/Manager, Paul Frishman, Project Designer/Consultant, has worked together on all aspects of the projects mentioned above. This includes program development, master planning, conceptual design and conceptual interior design. All of these services are provided within the context of supporting the client's business development plans. Other members of the team are John Everett, Project Designer/Manager; Mike Sottolano, Assistant Project Manager; Wendy Kiss, Interior Designer and Sue Roarabaugh, Project Administrator.

Since NED/TDI has often been involved from Master Planning to conceptual interior design, the firm is familiar with all aspects of a gaming resort operation. This includes the importance of establishing vehicular site circulation (valet, self-parking, buses, emergency vehicles and deliveries), casino gaming layouts, cages and casino related formats, hotel, retail, food & beverage, conference & meeting rooms, entertainment entities and back-of-house support areas. NED/TDI would utilize their experience to work closely with the owner in providing realistic conceptual design layouts based on the overall site and building programs.

THE S/L/A/M COLLABORATIVE - Gaming Architecture Firm for Pocono Manor Resort and Casino

The S/L/A/M Collaborative is an international architectural firm distinguished for design excellence and exceptional service. We are specialists bringing 30 years' experience to education, healthcare, corporate, and science & technology projects.

From our inception, we have been committed to an interactive working relationship with our clients. We value close client / architect collaboration and the careful evolution of form, function, and detail that comes from a team approach. On every project, each S/L/A/M client works with a Principal-in- Charge, supported by a core architectural team carefully chosen from our specialized studios. This team structure provides the personal attention of a small firm combined with the technical capabilities of a 160-person corporation.

The S/L/A/M architectural team is complemented by our in-house staff of professionals in structural engineering, interior design, landscape architecture and construction management. Drawing on this broad expertise throughout the entire project helps reduce clients' risk, control costs, maintain schedules, and guarantee construction quality.

We are "hands on" managers, accountable for our projects from start to finish. More and more, we find that our clients value our involvement in every stage of the process, from site selection and zoning regulations to construction administration. These value-added services make us a key strategic partner, sharing our clients' goals and objectives, respecting their deadlines and budgets, and responding to the issues specific to their market sector.

PAST PROJECTS

Past projects include the Mashantucket Pequot Tribal Nation - Rainmaker Casino Expansion at Foxwoods Resort Casino; Mashantucket, CT.

Project consists of a $99M expansion at the Foxwoods Resort Casino which will add 120,000 SF of new space and a seven-story, 2,100-car parking garage that includes an atrium reception lobby. Project also includes 7,500 SF of food and beverage outlets, and 6,000 SF of retail outlets. The expansion will be built out from the Rainmaker Casino. This newest portion of the resort will feature the Foxwoods look and colors. Portions of the exterior will feature a stucco look with basket weave design capped by the now familiar metal roof visible for miles in the Connecticut countryside.

VIBRANT DEVELOPMENT GROUP, LLC - Strategic Development Planning Firm for Pocono Manor Resort and Casino

The principals of Vibrant Development Group, LLC, strategically plan and help develop large scale, destination real estate projects. Vibrant brings a strategic approach to the business planning of leisure oriented mixed-use developments grounded in a thorough understanding of the market realities, needs and goals of developers, tenants and the public sector.

Vibrant develops long-term relationships with upper management and executive leaders from the gaming, entertainment, development and public sector worlds, acting as owner's representatives and strategic advisors from project conceptualization through development. Vibrant's core focus is on programming and implementing the retail, dining, and entertainment uses for projects that range from mixed-use town centers, to casinos and resorts, to individual venues and attractions.

CHUCK BRAGITIKOS, President

Chuck Bragitikos is president of Vibrant Development Group. Prior to founding Vibrant Development Group in 2005, Chuck was a co-founder and principal at MRA International, a leading development consulting and strategy firm. Chuck worked at MRA from its inception in 1986. Chuck works with gaming companies, developers, professional sports teams, and the public sector on conceiving and developing dining, entertainment and retail destinations. Chuck's recent work includes acting as strategic advisor and owner's representative for Aztar, parent company of the Tropicana Casinos, on the $285 million expansion of its flagship Atlantic City property.

The core of the project is Atlantic City's first immersive dining, entertainment and retail project, themed around pre-Castro Havana and called the Quarter. Chuck and his partners worked closely with senior management to formulate the development concept and business strategy. Chuck then acted as owner's rep to implement key aspects of the project. Chuck is also currently leading the project team charged with developing the concept, program, and business strategy for the podium of the redevelopment of the Tropicana Casino and Resort in Las Vegas.

He will act as owner's representative to guide the design and leasing team for the project. Chuck negotiated the agreement for a $40 million expansion and private operation of the New Jersey State Aquarium and secured the development rights for 30 acres of adjacent land along the Camden waterfront. Vibrant Development Group and MRA are master developing the project in partnership with Steiner + Associates into an urban, mixed use project which will include a town square, 1,500 residential units, 300,000 square feet of office, restaurants, retail, and additional entertainment uses.

Chuck has also worked with major brands and entrepreneurs to create individual tenants and venues. Chuck worked with the National Football League over a two year period to create a new portfolio of businesses, including NFL "X", a 45,000 square foot restaurant and entertainment concept, which was approved by a super majority of NFL team owners. Chuck also helped create the concept and business plan for Murray Bros. Caddyshack, an energetic restaurant and bar that is currently rolling out across the U.S.

Chuck has experience in creating strategic partnerships and creative financing for the implementation of development projects. He negotiated the first naming rights agreement for a retail entertainment property in the U.S. on behalf of a major telecommunications company and has worked with a wide range of development companies including Simon Property Group, Palladium, Hillwood, and Steiner + Associates on forging private and public-private partnerships. Chuck is a member of the Urban Land Institute, the International Council of Shopping Centers, the National Restaurant Association, and the International Spa Association and is a frequent speaker at industry conferences. Chuck is a graduate of the Wharton School of Business at the University of Pennsylvania.

JASON SPILLERMAN, Principal and Co-Founder

Jason Spillerman is principal and co-founder of Vibrant Development Group. Prior to founding Vibrant Development Group, Jason was a senior consultant at MRA International, a leading development consulting and strategy firm. Throughout his career, Jason has consulted with a variety of development interests including real estate investment trusts, private land owners, public and quasi-public development entities, cities, gaming companies, professional sports clubs and entertainment/media companies to realize unique destination real estate projects.

Mr. Spillerman specializes in assessing and implementing development strategies for large-scale, mixed-use developments. As a principal at Vibrant Development Group, Jason is responsible for overseeing due diligence, financial feasibility, conceptualization, master planning, business strategy, programming, new venue creation, partnering strategy, project merchandising, rent roll definition and leasing.

As a senior consultant at MRA International, Jason worked as owner's representative and strategic advisor for a number of large scale, mixed-use real estate developments including, H&S Properties Inner Harbor East, a 3.5- million-square-foot mixed-use development located along Baltimore's famed Inner Harbor. He also played a key role in determining the economic impact of locating the Clinton Presidential Library in Little Rock, Arkansas for a coalition of regional public and private interests.

Jason's most recent work includes site selection and destination development strategy for the Dallas Cowboys new, state-of-the-art stadium and mixed-use development, including hotel, office and lifestyle retail and entertainment center. The total development cost of the Cowboys stadium and ancillary development program is estimated at $1 billion. Jason played a lead role as a development advisor to the Aztar Corporation (parent of the Tropicana Casino & Resort) on the creation of a $285 million retail, dining and entertainment destination that serves as the cornerstone of the Tropicana Casino & Resort in Atlantic City.

Jason is also a lead development advisor to the Aztar Corporation on the business planning, conceptualization, programming and leasing of the new Tropicana Resort & Casino in Las Vegas, Nevada. Jason holds a Bachelor's degree from Cornell University and a Master's Degree from Hahnemann University.

CASINO & RESORT PROJECTS AND CLIENTS
The following are casinos and resorts Vibrant has worked with:
- Casino Aztar - Evansville, IN
- Dover Downs - Dover, DE
- MGM Grand Hotel & Casino - Las Vegas, NV
- Tropicana Casino & Resort - Atlantic City, NJ
- Tropicana Casino & Resort - Las Vegas, NV
- World Golf Village - St. Augustine, FL

MOROWITZ GAMING ADVISORS, LLC - Gaming Consultancy Company for Pocono Manor Resort and Casino

Morowitz Gaming Advisors, LLC is a gaming consultancy, located near Atlantic City, New Jersey. The firm provides the following services to the gaming industry:

- Strategic Planning
- Market Studies and Assessments
- Feasibility Studies, Forecasts and Projections
- Internal Audit Outsourcing and Internal Control Design and Development
- Operational Consulting and Customer Service Process Improvement
- Finance and Operations Training and Development
- Financial Analysis
- Racebook Accounting and Simulcasting Settlement Outsourcing
- Executive Planning - Tax and License Compliance

Past and present gaming clients include the following:

- Mohegan Sun
- Borgata
- Harrah's Entertainment
- Caesars Atlantic City
- Bally's Atlantic City
- Sands Atlantic City
- Trump Organization
- Foxwoods
- Cherokee Casino
- BDO Seidman
- Anchor Gaming
- Northern Quest Casino
- Ontario Lottery Corporation
- Dover Downs
- Delaware Park
- Pocono Downs
- Midway Casino

CORY MOROWITZ, CPA, MBA, President

Mr. Morowitz has over twenty years of diversified financial, gaming and consulting experience. As Chairman and Managing Member of Morowitz Gaming Advisors, Mr. Morowitz has worked on a variety of projects including pre- opening and expansion activities of one of the first racino projects in the United States for which he implemented a budgeting system and prepared capital budgeting analyses for various expansions of the facility. Mr. Morowitz also worked on the pre-opening activities including design of internal controls and pre-opening budgets for a chain of slot parlors in South Carolina. Mr. Morowitz has prepared feasibility studies and related projects for a number of tribal facilities located throughout the United States. Most recently, Mr. Morowitz prepared an impact study of proposed competition for a tribal facility in Michigan, and was the co-author of multiple economic impact studies for the Casino Association of New Jersey whereby he quantified the impact of various tax proposals and the opening of racinos on the casinos and economy of the Atlantic City region. These studies were partly responsible for the reduction in proposed tax increases of approximately $40 million to the Atlantic City casino industry and ending a proposed amendment that would have allowed for racino development in New Jersey.

More recently, Mr. Morowitz and his team completed multiple financial impact studies for the Delaware VLT industry quantifying the impact of new slot legislation in Maryland and Pennsylvania on the operations of Delaware casinos. Mr. Morowitz and his team also completed feasibility studies of multiple proposed gaming facilities in Pennsylvania. As a result of these studies, the team gained a thorough understanding of the northeast gaming market.

Mr. Morowitz has also prepared numerous strategic studies for gaming firms assessing market entry strategies, market dynamics, etc. that have allowed some of the largest gaming firms in the United States to make strategic investments.

Previously, Mr. Morowitz was appointed Chief Financial Officer of Capital Gaming International, a public company, during its transition through chapter eleven bankruptcy proceedings. During his tenure, Mr. Morowitz was part of a three-person team that successfully re-negotiated the company's debt from $130 million to $22 million while maintaining the company's existing Indian gaming management contracts, preserving over $100 million of gross gaming revenues and the eventual successful emergence from chapter eleven bankruptcy.

Mr. Morowitz is the author of five courses on financial, accounting and service management for gaming enterprises and has trained over four hundred gaming managers throughout the United States and Canada. Mr. Morowitz has also consulted with a number of gaming firms, both public and private, in the areas of capital budgeting, strategic planning and financial securities design. Finally, in the gaming arena, Mr. Morowitz is the developer of a successful slot machine that is distributed by Alliance Gaming.

Mr. Morowitz is also the CEO of Morowitz Gaming Advisors' parent company Morowitz & Company, LLC. Mr. Morowitz is a Certified Public Accountant, has written numerous articles and white papers, and has presented at a number of conferences and forums. He holds a Master of Business Administration from the Wharton School of the University of Pennsylvania.

URBAN RESEARCH & DEVELOPMENT CORP. - Community Impact Planning Firm for Pocono Manor Resort and Casino

MARTIN C. GILCHRIST, President

Martin Gilchrist is President and co-founder of Urban Research and Development Corporation (URDC) based in Bethlehem, PA. The 20-person firm, started in 1968, provides community planning, economic research, land planning, landscape architecture, site engineering, special research studies and related services to Federal agencies, State, County and local governments. URDC also serves as a consultant to private enterprise developments

URDC has served over 2,000 clients by providing planning studies, research, feasibility analysis design and master planning for major shopping complexes, large scale resorts, mixed use developments, business / industrial parks, and large planned residential developments. URDC has the necessary familiarity with wide-ranging issues arising in the field of economic analysis and development. This includes experience in all aspects of economic development including commercial and industrial development, research and economic impact analysis, recruitment and target industry analysis, transportation, housing, public infrastructure, community facilities, tourism, financing incentives and programs, site selection and planning, zoning, economic analysis and project feasibility, and development planning and strategies.

URDC has worked closely with the Pennsylvania Department of Community and Economic Development, the Pennsylvania Planning Association, the Pennsylvania League of Cities and Municipalities, the Pennsylvania Economic Development Association, and the Pennsylvania Chamber of Business and Industry, as well as other state-wide planning and development organizations.

URDC has completed economic research and development projects for economic development corporations, industrial development corporations, industrial development authorities, local and state governments, public utilities, private corporations, developers, non-profit organizations and lending institutions. In addition, URDC has been retained by many communities to review economic and community impact studies.

CALYON - Financial Consultants for Pocono Manor Resort and Casino

Calyon is the corporate and investment banking subsidiary of the Credit Agricole Group. It is among the 15th largest foreign banks in the U.S. by asset size. Calyon has an extended track record of lending to the gaming industry. Active in gaming finance since the 1980's, Calyon today manages a national portfolio of gaming credits through its Los Angeles branch. Over the last two years Calyon has participated in capital raising transactions for gaming customers which have raised approximately $18 billion in both the bond and bank markets.

Calyon's portfolio is diversified by market and type of operation, in that they lend to land-based, riverboat and dockside operators in: Las Vegas, Nevada; Atlantic City, New Jersey; Alton, Illinois; Biloxi, Mississippi; and elsewhere, including Native American gaming operations.

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Contact:

Matzel Development 
Pocono Manor Inn & Golf Resort
Ben Eckerson
717.232.5554 xt.134

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Also See: Costing $92 million, The 401-suite Great Wolf Lodge in the Pocono Mountains Opens; Waterpark Staffed with nearly 100 Lifeguards / October 2005

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