1. Introduction

Cedars Development Corporation of New Jersey, a New Jersey corporation (hereinafter the "Developer"),having its principal office at 1640 Vauxhall Road, Union, New Jersey 07083, presents herewith its Public Offering Statement for the establishment of a plan of condominium ownership (hereinafter the "Plan"),with respect to approximately 212 acres of land and one hundred fourteen (114) residential buildings containing up to five hundred twenty-seven (527) residential dwellings (the "Units"), together with certain other improvements,all being located at Valley Road and Acken Road, Township of Bernards, County of Somerset and State of New Jersey (hereinafter the "Property").

Among those Units contained within the Condominium is one (1) presently existing single family dwelling located on the Property; this Unit will comprise one (1) Unit in the Condominium. However, the Developer does choose to offer this Unit, an appropriate amendment to the plan shall be filed with the New Jersey Department of Community Affairs. The Developer shall be required to pay the full amount of Common Expense Assesments, including reserves, attributable to that unit. The Property is graphically depicted in Exhibit B to the proposed Master Deed (the "Master Deed") for the Cedars, A Condominium (Exhibit 1 to this Public Offering Statement).

If fully developed, five hundred and twenty seven (527) Units in one hundred fourteen (114) buildings will be developed on the Property. These Units will be constructed upon approximately 212 acres of land which are currently designated as Block 178.01, Lot 10 and Block 178.02, Lots 32 and 42 on the Tax Map of the Township of Bernards (the "Township"). The Property is legally described in Exhibit A to the Master Deed, which is Exhibit 1 of this Public Offering Statement, and graphically depicted on "Survey Map and Condominium Site Plan for the Condominium", (the "Site Plan") which is Exhibit B of the Master Deed.

The condominium form of ownership will be established for the Units and the Property by the recordation of the Master Deed in the Somerset County Clerk's Office at or before the first conveyance of a Unit to an individual purchaser. The entity created upon recordation of the Master Deed is hereafter referred to as the "Condominium".

The developer has received final approval from the Township for Section 1 only, which will consist of 96 Townhouse Units and 22 Twin Home Units, all as shown on the Phasing Plan, Exhibit 8 to this Public Offering Statement. As noted above, there is also an existing, single family dwelling on the Property, comprising one (1) Unit in the Condominium, which is not being offered for sale at this time. The Condominium has been divided into sections merely for construction and Township approval purposes; the sections do not apply for purposes of subjecting the Project to the condominium regime. These sections are as follows:

It is presently contemplated that the Developer will seek approvals in order to improve the other three sections that comprise the Condominium. However, if the Developer is unable to obtain final approvals for the other sections, the Condominium will consist only of the one hundred nineteen (119) Units that comprise Section 1. Since the Master Deed will encompass the entire property, in such event, the estimated Common Expense Assessments, as hereinafter described in Section 6, hereof, will be greater than presently contemplated, since certain fixed costs of administering the Condominium may be shared by fewer Unit Owners.

Approximately 131 acres of the property are designated as freshwater wetlands, deemed unsuitable for building purposes, and will be dedicated by fee conveyance to the Township by the Developer or the Association no later than by the completion of the Condominium. This dedication is a condition of the Developer's municipal approvals for the Condominium; this obligation is binding on the Developer's successors, and upon the Association. The wetlands portion of the Property comprises the southern portion of the tract between the Dead River and The Boulevard, a street to be constructed by Developer and dedicated to the Township. Construction of portions of The Boulevard will entail the filling in of approximately 2.85 acres of these wetlands. The Developer will procure all necessary state and federal permits necessary relative to the filling of the wetlands, including a U.S. Army Corps of Engineers Section 404 permit.

The New Jersey Condominium Act, N.J.S.A. 46:8B-1 et seq., governs the creation of the Condominium. The Planned Real Estate Full Disclosure Act, N.J.S.A. 45:22A-21 et seq, and the regulations promulgated thereunder govern the offering for sale of the Units.

All multiple dwellings in New Jersey, including those which are held under the condominium form of ownership, are currently subject to the Hotel and Multiple Dwelling Law, N.J.S.A. 55:13A-1 et seq. This law governs the maintenance and upkeep of the residential structures. The Cedars Condominium Association, Inc. (the "Association") is a not-for-profit corporation formed under N.J.S.A. l5A:1-1 et seq. (the New Jersey Non-Profit Corporation Act), to administer the Condominium and will be required to abate all violations that it has the power to abate and to pay registration and inspection fees pursuant to the Hotel and Multiple Dwelling Law. Unit Owners will be required to abate violations within their individual Units.

The Master Deed and its exhibits, together with all other exhibits annexed hereto, are an integral part of this Public Offering Statement and are incorporated herein by reference. The Developer recommends that these documents be carefully examined by prospective purchasers and their legal and financial advisors.