Q: What is Iron Horse Golf Club?

A: The Iron Horse Golf Club, Inc. (the "Club") is a Montana non-profit corporation organized for the purpose of enabling its members and guests to use the golf, tennis, swimming, fitness and social facilities available at the Club (the "Club Facilities").

Q: What is a member-owned club?

A: A member-owned club permits its members to control the Club through the right to vote. The operation of the Club Facilities is accomplished through the direction of a "Board of Directors," which is ultimately elected by the members. This Board oversees the management of the Club. Major issues are normally decided only by the vote of the members, such as capital assessments, amendments to the Club's Articles of Incorporation and By-Laws that are materially adverse to the members' rights, and mortgaging the Club Facilities.

Q: What benefits are provided by member-ownership?

A: As a result of member control, a member-owned club more assumes the characteristics of its membership. The Club experience and lifestyle are enhanced by the heightened interest and participation of member-owners and the greater continuity in the membership, which is found in the member-owned club. Member ownership also creates a greater cohesiveness within the community. Member-ownership answers the open questions as to what will become of the Club Facilities in the future, by clearly establishing which entity will own and control the Club Facilities after the development of the Iron Horse residential community is complete. The members themselves will ultimately set the rules and costs of membership privileges.

Q: How will the Club acquire the facilities?

A: Iron Horse at Whitefish, LLC, a Delaware limited liability company (the "Company") has transferred to the Club all of its right, title and interest in the Club Facilities, including the land upon which the Club Facilities will be constructed. In consideration for the Club's acquisition of the Company's interest in the Club Facilities, the Club has transferred to the Company a portion of the Equity Memberships which may be issued in the Club ("Company Equity Membership") and the rights to the proceeds therefrom and retained the remainder of the Equity Memberships. The Club will fund the costs of constructing and equipping the Club Facilities from membership contributions received from the issuance of the memberships retained by the Club. All costs of construction will be paid by the Club from the proceeds of membership it sells and members shall not be assessed for the costs of construction.

Q: What facilities are available for use by the members of the Club?

A: The Club Facilities include the following:

 An 18-hole Tom Fazio golf course and related practice facilities

 A clubhouse consisting of approximately 26,000 square feet, with a golf pro shop, dining room and mixed grill, fitness center, and locker room facilities

 Two tennis courts

 Two swimming pools

 A golf course maintenance facility

Q: When were the Club's facilities completed?

A: The construction of the Club Facilities was completed in phases:

 Entire 18 holes of golf course during the summer of 2000

 Clubhouse during the summer of 2001

 Remainder of Club Facilities during the summer of 2002

Q: What categories of Equity Membership will be offered by the Club?

A: The Club will offer two categories of membership: Golf Membership and Social Membership.

Q: How many memberships will be available in the Club?

A: The maximum number of Golf Memberships will be 375 and the maximum number of Social Memberships will be 100.

Q: What are the voting privileges of Equity Members?

A: Golf Members are entitled to 4 votes per membership and Social Members are entitled to 1 vote per membership on all matters to be voted on by the members of the Club.

Q: What are the privileges of a Golf Membership?

A: Golf Members will be entitled to use all the Club Facilities. Golf Members will pay cart fees but will not be required to pay green fees or court fees. Golf Members are entitled to reserve golf tee times and tennis court times in accordance with the policies of the Club announced from time to time.

Q: What are the privileges of a Social Membership?

A: Social Members will be entitled to use all of the dining, swimming or fitness facilities of the Club. Social Members may play golf on the golf course a total of six rounds (including guest rounds) before April 1 and after October 1 each year.

Q: May members upgrade their memberships?

A: Yes, members may upgrade their memberships to a higher category membership, subject to availability and if invited, as determined by the Club, by paying the difference between the membership contribution and dues then charged for the member's category of membership and the membership contribution and dues then charged for the higher category of membership.

Q: To whom will memberships be offered?

A: Equity Memberships may be offered to owners and initial purchasers of homes or homesites in the Community and to persons who do not own property in the Community, in the discretion of the Club.

Q: How is the Board of Directors selected?

A: On the Turnover Date, the directors appointed by the Company resigned, and all of the members of the "Board of Governors" became the Board of Directors until one is elected by the voting members. Thereafter, the voting members of the Club will elect the members of the Board of Directors.

Q: Has the Club turned over from Developer control?

A: Yes, the Iron Horse Golf Club is Member owned and is controlled by the Equity Members.

Q: How do I become a member of the Club?

A: You must submit a fully completed and executed Application for Membership and Membership Purchase Agreement and a check for the required amount. If approved, you will receive an invitation for membership.

Q: When should I apply for a membership?

A: The Club is providing each initial purchaser of a home or homesite from the Company or one of its approved builders a 30-day period following the execution of the contract to purchase the home or homesite in which to apply to the Club for a membership.

Q: What if I do not apply for a membership during the 30-day period?

A: If you do not apply during the 30-day period, your ability to apply for a membership will not be guaranteed and you may apply for a membership only if one is available as determined by the Club. If you do not apply for a membership during such 30-day period, it is unlikely that a Golf Membership will be available in the future. If a membership is thereafter made available, the Club may sell the membership to whomever it determines in its discretion.

Q: May a membership be held in the name of a company, partnership, trust or other business entity?

A: Yes. Memberships may be held in the name of an individual or an individual and the individual's spouse. Additionally, for the convenience of members, membership may be held in the name of an entity which will be required to designate the individual or family who will have the right to use the membership. The entity may designate only one person or family, who must be an officer or director of the entity, to be the designated user. Changes in such designation are discouraged and may be permitted only in the Club's sole and absolute discretion. Others not designated as the user may only use the Club Facilities as a guest, subject to the By-Laws and Rules and Regulations.

Q: What do I receive acknowledging my ownership interest in the Club?

A: Upon approval for membership, you will receive a membership certificate confirming your ownership interest in the Club.

Q: Will members of my family be entitled to use my membership privileges?

A: Yes. Membership entitles the member, his or her spouse and their unmarried children under the age of 23 who reside at home or attend school on a full-time basis to use the Club Facilities in accordance with the membership category selected by the member. In addition, the Club may permit a member's parents, adult children and grandchildren to use the Club Facilities in accordance with the member's membership category and upon payment of applicable fees and charges established by the Club from time to time. An unmarried member living together with another individual in the same household as a family unit may designate the other individual to use the Club Facilities as an immediate family member on a membership year basis, subject to the approval of the Club, in its sole discretion. The member shall be responsible for the payment of all charges and fees incurred by the designated user. The Club reserves the right to establish such fees and other rules it deems appropriate.

Q: Will my guests be able to use the Club Facilities?

A: Yes. You may invite guests to use the Club Facilities in accordance with the privileges granted by the category of membership selected and in accordance with the Rules and Regulations and By-Laws of the Club relating to guests, which may include restrictions on the number of times a guest may use all or a portion of the Club Facilities and upon the payment of applicable guest fees and charges established by the Club from time to time.

Q: How much does an Equity Membership cost?

A: The purchase price of an Equity Membership is set forth in the Membership Purchase Agreement. The purchase price for memberships will be the price in effect at the time of application for membership in the Club.

Q: Is financing available?

A: Information on financing is available through the Membership Office.

Q: How are annual dues established?

A: Each year the Board of Directors will determine the amount of dues to be payable each year in advance for the next membership year. The amount of dues to be paid by members may be set at any level deemed appropriate by the Club. The current dues for use of the Club Facilities are set forth in the Schedule of Dues and Charges. The amount of dues for subsequent years is subject to change.

Q: What about assessments for capital expenditures?

A: Assessments for capital expenditures to the golf facilities and tennis facilities shall be voted on by the Golf Members and shall be paid by the Golf Members. Assessments for capital expenditures for the tennis courts or swimming pool facilities will be paid by Golf Members. All other assessments for capital expenditures shall be voted on by and paid equally among Equity Memberships.

Q: Can my Equity Membership be transferred to the subsequent purchaser of my home or homesite in the Community?

A: A resigned Equity Member may arrange for the Club to reissue his or her membership to the subsequent purchaser of his or her home or homesite in the Community, if approved for membership. This type of transfer is not subject to a waiting list.

Q: May I resign or transfer my membership other than to a subsequent purchaser of my home or homesite?

A: Yes, your resigned membership may be reissued through the Club by resigning and arranging for the Club to reissue the membership. Your resigned membership will be placed on a waiting list to be reissued, on a first-resigned, first-reissued basis. As long as there are unissued memberships in the resigned member's category of membership, every fifth membership issued in that category will be a resigned membership from the waiting list. The other four memberships issued will be unissued Equity Memberships. If there are no unissued memberships in the resigned member's category of membership, every membership issued in that category will be a resigned membership from the waiting list.

Q: Can I transfer my membership to my adult child?

A: An Equity Member may transfer his or her membership through the Club to his or her adult child over the age of 18. The transfer will be subject to the approval of the Club and to such capital contribution or transfer fee determined by the Club from time to time. The membership will not be subject to any waiting lists.

Q: Is my membership contribution refundable?

A: Yes, you are entitled to a refund of your membership contribution after your membership has been reissued by the Club. Members will receive 80% of the purchase price paid by the subsequent purchaser of the resigned membership.

Q: Can my membership be inherited upon my death?

A: Yes. Upon your death, your spouse may continue as a member without payment of any additional purchase price. If you are not survived by a spouse, then the legatee or heir of your membership certificate, if approved by the Club, will have the right to acquire your membership without the payment of any additional purchase price.

Q: If my spouse and I become legally separated or divorced, what happens to the membership?

A: In the event of the divorce or separation of married members, the membership, including all of its rights and benefits will vest in the spouse awarded the membership certificate by an agreement of separation or a decree of divorce. Until the award of the membership and use privileges, both spouses will be jointly and severally liable for all dues and charges.

Q: Will the Club have monthly minimums for food and beverage while the Company is in control of the Club's operations?

A: Presently, no plans exist for food and beverage monthly minimums.

Q: What should I do if I have additional questions?

A: Complete details about membership opportunities are available from the General Manager or Membership Director who can also answer any questions regarding the Club and its operation. For further information, please contact:

Iron Horse Golf Club, Inc.
2150 Iron Horse Drive
Whitefish, MT 59937
Telephone: (406) 863-3100

*This is a general description of the membership opportunities available at Iron Horse Golf Club, Inc. This document is provided for informational purposes only, and may not be relied upon as a basis for a decision to acquire a home or homesite in the Community or membership in Iron Horse Golf Club, Inc. The complete Plan for the Offering of Memberships in Iron Horse Golf Club, Inc. will be made available to you upon request, or is included in this package. The delivery of this document shall not constitute an invitation to or offer of membership.