Aqua Spa the Story The story of Aqua Spa and its short history could never have occurred without the very people and their parts being played out. The key components are Aqua Spa, with Emile Hassell a 28 year old new College Graduate full of energy, ideas and a dream, Mena Lopez, newly divorced, 23 years a Skin Care business owner, a company she started with her ex-husband Rudy one facial at a time from a bedroom in their home, MetaCorp a multi-million dollar multi-business operation with a history of a particular type of business practice that has built quite an empire, well-known to those active in the business community and Aruba Orco Bank with all the power and trust vested to a community Banking Institution.

Emile and Mena had hopes and dreams with little street knowledge of what power Banks and Businesses held if they were to work together suspiciously against a third parties investment. You begin to get an uneasy feeling early on as you read the very first document introduced to the process as Mena and Emile began their search for capital. When you read the Lease Agreement between Aqua Spa and MetaCorp, presented to Aruba Bank in May 2007 you see the plan begin to take shape that eventually would see Mena Lopez divorced and alone now trust Aruba Bank to all her wealth to a Contract signed in the middle of an economic down turn known to Aruba Orco Bank. Aqua Spa's and Aruba Bank’s shared Investment was attached and bound to a lease agreement with MetaCorp that was so restrictive it made the Investment radio-active, impossible to sell, considerably reducing the value of that Spa even before the loan contract was researched, approved and released to Aqua Spa by Aruba-Orco Bank for their signature. Line Items 23.4 through 23.7 of the Lease Agreement gives the right for MetaCorp to take over the Million Dollar plus Spa without paying a dime if those conditions were met. This way over-the-top contract language is considered a choke or predatory leasing in the business world. With that aggressive lease agreement in place as the cornerstone to this loan, fully researched and approved, with the loan agreement solely written by Aruba Orco Bank with all the resources that their team of banking personnel and attorneys had at their disposal, the plan continued to move forward. The Loan language is tilted heavily in the direction of the collection of collateral with Aruba Orco Bank’s standard protection for the disbursement of funds diminished or completely removed. By any standard of Normal and Accepted banking practices, by the Fiduciary nature Aruba Orco Bank had towards Aqua Spa, Mena and Emile and their many Investors, this particular action went beyond just negligence. There were multiple investors money already in that Spa including the Bank’s money Aruba Orco Bank disbursed to Aqua Spa. A Bank employee Sharon Frankel whom sat on that Aruba Bank board that approved that Lease and Loan in 2008, asked Emile in 2011 how he could have signed such a lease agreement. She asked him if he had even read it. Emile answered yes I did as did you and your Aruba Bank Board going as far as to pledge it in the Loan Document. She was not happy as her attempt to distance herself and the Bank from that decision backfired as Emile correctly stated the truth.

The Plan The plan, when put into play required full cooperation of all the parties. Aqua Spa must take on the risk, do all the heavy lifting of the construction of the Spa, back it with all the wealth they owned including all bank accounts, plus a personal guarantee. (There were critical parts of the contract that were negotiated in the pre contract meetings and agreed upon by all parties but were changed by Aruba Bank in favor of Aruba bank and against Aqua Spa’s best interest when the contract was passed for signatures.) Never once did Aruba Bank notify Aqua Spa that what was verbally agreed upon in their pre-contract negotiations was now changed in the written contract. When Mena and Emile went back to discuss the changes Aruba Bank had made they were told by Suzie Wong “you cannot change a contract once you sign it.” When the Renaissance alleged boycott eventually cleaned out the Aruba Bank accounts it made it near impossible to secure counsel. This was the primary goal before Aruba Bank moved to close the Spa and hand it over to the Renaissance. The problem the Bank and MetaCorp had is they never counted on outside investors to pay for the attorneys or keep the business a float so the truth could be heard. The Renaissance Hotel must do whatever they could to stop the marketing and cliental from reaching the Spa cutting off its promised lifeline, while the bank must wait in the wings and quietly let the boycott have its desired effect of tapping all available cash. Many times in the immediate months prior to the illegal closing of the Spa, Aruba Bank asked Mena and Emile were there any investors who could provide cash infusion? It is suspected Aruba Bank wanted any cash to be spent down to eliminate the ability of Aqua Spa to use that to seek an attorney and pursue the Bank and Renaissance in a court case. In late November Aruba Bank told Emile that this was the time to go all out. He was to really decorate the Spa in festive Christmas atmosphere. At the same time they said this, they also asked Emile to make 6 month projections. At the same time Aruba Bank’s attorney was already moving in the Courts to lockdown whatever collateral Aruba bank could get their hands onto. There were hints from Banking people that they suspected Emile was moving assets away to an offshore company. This has been proven illegitimate as the books Emile kept were impeccable and research into the accounting proved every penny went into the building and running of that Spa. When Aruba Bank removed their standard protective language in the loan, when no independent supervisor was appointed, the Bank also took on the potential consequences of their actions. It’s incredulous for them to now be complaining “where did all the money go?” The Building Process During the building process there was little oversight by Orco-Aruba Bank and the 3 million dollar USD investment they put at risk. "Studio Eight" was introduced by MetaCorp as the Construction Supervisor, the only one whom could do the job within the budget and deliver it on time. Studio Eight had been the Contractor already on the project for Metacorp the same people that allegedly carried out the boycott of Aqua Spa and pulled the lease agreement on Aqua Spa even while all lease payments were up to date. They were not

“Independently appointed” by Aruba Bank as was required in the loan document line item 16.. As "Studio Eight" conducted its email business with Emile all of "Studio Eights" emails were sent directly to MetaCorp but not one was CC'd and sent to Aruba Orco Bank? The contract with "Studio Eight" and Aqua Spa held no penalties for cost overruns or missed completion date penalties which are standard in Bank Financed Construction projects.

This is a glaring oversight by Orco-Aruba Bank that reeks of potential malfeasance as Mena and Emile were brand new to any Construction and borrowing of money for something like the building of a Spa. They had no idea what can happen on a construction project as contractors seek to increase their profit. The Spa was built running 35% over budget and took twice the time to build. With Standard Banking protective language missing and the Bank a non-participant in the construction oversight it was gross negligence and simply off the map behavior for any Banking Institution or anyone who is disbursing public’s money or works within Standard and accepted banking practices. It was a recipe for disaster for Aqua Spa and Aruba Orco Bank’s Investment. The normal execution of the loan from the very beginning was in trouble simply because standard accepted banking practices were abandoned. There is a suspected likelihood that Aruba Bank did not make a mistake by reducing the safety net they had already in their standard language, it’s suspected that they were not looking to see the loan through the normal process but collect the collateral only. Remember at this time the Bank thought they had full access to Mena’s investment in Jardines and Mena’s Skin Care. Their inadequate attempt to secure the collateral only became known to them as Orco Bank revealed in an email in 2009.

The Bank Warns of Auction 150 Days after the Opening A hint of their suspected intention was delivered on September 8, 2009 only 150 days after the doors were opened to the Spa while all bills were being paid. Giselle Giollo account manager for Orco Bank told Emile that there's a chance Aqua Spa would have to go to auction? The very next day an Executive Director from Aruba Bank who flew in the very next day told Emile "Your Mom has lost it all."No Bank talks to their clients in this manner. This is a Banking Institution that is crying out for an OUTSIDE INVESTIGATOR to see what this type of business approach is really saying. Are they in the Collateral collection business where they can make a return quicker and trump their capital gains?

Giselle Says That's Why Bruce is here

"Studio Eight" received an additional 10% for supervision on the Aqua Spa project to all sub-contractors work in addition to their basic fees. Since there were no penalties for missed completion dates or protection clauses to Aqua Spa or the Bank’s Investment for cost overruns the project's costs exploded beyond the original scope estimated by “Studio Eight." As the project progressed all those with work on the site had numerous opportunities to trump their costs as with no penalties or independent supervision it seemingly became an opportunity too tempting to resist. Early in the construction in September 2008, Emile, Mena and the Credit Manager for Orco Bank, met for a walk-thru of the now in progress Aqua Spa project. During the walk-thru Mena asked her "is it not so that the bank is to put a Project Manager to watch what is being paid for is truly being delivered." She answered "That's why Bruce from "Studio Eight" is here.

With no Independent supervision by the Bank, the Spa then was built to the whim of the Renaissance including multiple reminders that Aqua Spa must invest at least 2 million ANG with never any input or oversight by the lender Aruba Orco Bank. With Emile and Mena unwary of what was about to take place, the stage was set and the plan continued to be executed with cost overruns and missed completion dates no longer a worry but now a goal as the costs ballooned. The opening of the Spa was delayed and Aqua Spa was forced to pay lease payments to MetaCorp as they failed to open on the required date. "Studio Eight" continued to trump their original bid with all the cost overruns. During the meeting with Studio Eight about the Spa Job, Bruce agreed that the delivery date of November 23, 2008 would happen on time. That did not happen as the Spa was delivered over 4 months late April 3, 2009, 35% over the budget tapping out the day to day operating capital needed to allow the business to function properly after the Spa opened.

When Emile and Mena went to the Bank for emergency additional capital for the actual start up and operations, the Bank declined to help at a very critical time forcing Aqua Spa to immediately seek outside investors help. The cost overruns can easily be traced to the pulling of the "Standard Disbursement of Funds restrictions” for all loans from Aruba Bank. The absence of an Independent Construction Supervisor is another glaring oversight. Why did Aruba Orco Bank take down common standard safety restrictions that would have prevented these overruns? As of May 2012, the bank continues to try to silence the voice and cut the legs out from under Aqua Spa as they go through the court to seek relief for their shared lost investment. The money Aruba Orco Bank is seeking is and always has been in the now operating Okeanos Spa. This lack of pursuit of that investment by Aruba Orco Bank yet they are saying we want our money back, is highly suspicious in nature. Why has the Bank never supported Aqua Spa and the investment or pursued the Investment where it’s now operating? Why would De Veer pull the lease agreement and take on the liability of the 15 year potential earnings law suit? No Bank closes their

$3,000,000 Dollar invested operating Spa then sells it for $40,000 two months later to the same people that they were at odds with just months earlier. To come in and kill a Spa with a cliental base of 5000 and growing in the height of the busy season then let the Spa sit idle for two months then sell that Spa two months later in a suspected sham auction for less than 3% of its invested value speaks of suspected collusion and Loan fraud as two big entities work together in an alleged enterprise to steal wealth from the people they are supposedly conducting business with. That would be the equivalent of the Bank kicking you out of your 300K home then sell it for 4K to the landowner of the property the house was built on and say that’s all we could get. It is simply not Bank regulation possible?

Ron Is Fired Eddie Moves InThe original General Manager of MetaCorp and Emile's contact person was fired within days of the opening of the Spa and later replaced with Eddie De Veer, Eduardo's son. His business style was quite different than the previous. Eddie immediately rescinded all verbal agreements with Aqua Spa and began a process of a very hostile business relationship that even denied written agreements made including a systematic approach to deny marketing of the Spa and the clients from the Hotel that would provide. Part of the monthly lease payments made by Aqua Spa to Metacorp included Marketing costs. This boycott of verbal and written agreements continued and culminated in the pulling of the lease agreement a day after the Over-the top entry by Aruba Bank on December 22, 2010. This entry took on the look as if Aruba Bank no longer owned that Spa or cared about its investment or that of the investors. It looked suspiciously at this point that the bank had consummated a deal already. A month later Aruba Bank advertised one day in the paper and sold the inventory for $40k USD supposedly giving the 3 million US dollar Spa to Metacorp for less than 3% of its potential value? Why did Aruba Orco Bank never seek payment for their loan by going after where that capital went? Why did they sell that inventory and release ownership of that INVESTMENT to the Renaissance when back on February 16, 2010 Giovani Anthony stated in an email “our board has decided to back you in your case against the landlord” the very same entity.

There were many cases of fiduciary breaches and multiple acts of negligence in the relationship between Aqua Spa, MetaCorp and Aruba-Orco Bank that are documented and supported by evidence in the main body of the case. At no time did Aruba Bank EVER protect the Aqua Spa investment. They never warned Mena or Emile that the Lease Agreement was radioactive and would make it impossible to sell that Spa if they got into trouble. They never told Emile or Mena that Metacorp had a history of predatory activity towards their tenants yet put 3/4 of a million dollars of the Bank’s money and 3/4 of a million private capitals USD at risk while they removed the protective language that could have potentially stopped the cost overruns. The Fact that the cost overruns and the impact they had on the business were never addressed in any contract language with the Construction Supervisor, nor did the Bank provide an Independent person as it was the one and only standard language protective mechanism they did not remove in that loan document cries out for the court to ask why? All of these Fiduciary breaches and acts of

negligence when combined together constitutes a level of behavior that goes beyond gross negligence as Aqua Spa’s business was killed along with any opportunity to return the capital they borrowed including that of outside investors both from Aruba and the United States.

On the Day of the entry by Aruba Bank at the time and style they produced their entry, the way they treated the clients and staff, the damage that it inflicted to the Investment, the cloud it created over that Spa in the community and the fact they were later found talking and laughing with Eddie De Veer as employees were ushered out being told that the Spa would be closed, losing their job and income just days before Christmas is simply unacceptable from any Banking Institution. That act along damaged Aqua Spa and the Aruba Bank investment beyond reasonability or repair.

3 Million Dollar plus Spa for $40K It’s evident that from the results of the closing of the Spa and subsequent selling of that 3 million Dollar Spa for 40K USD to the Renaissance in a one day notice sale a Bailiff dubbed as highly unusual indicates possible collusion? It was a public auction and according to a statement from another beauty specialist who wanted to make a bid, everyone who had come felt they were taken for a ride because apparently there was already an agreement that Renaissance would buy the business. Why would a Bank not seek the maximum potential worth for their investment? How can they complain about promised collateral that they used in securing two different loans only to see their forced sale of that first project also diminish the value of the second loan's collateral? This act of gross negligence borders on highly suspicious behavior always against Aqua Spa and in the favor of the Renaissance. In the US their actions would easily border on criminal in nature and require a deeper independent investigation beyond the sphere of those influenced by the players present. The interviews that have been conducted in the local Dutch Antilles community seem to indicate that this business approach is a standard, that it has gone on for several years. In the US this type of operation would fall under the RICO act and would step it up to a federal crime freezing all their assets to research past activity as they are potentially ushering their capital into off shore accounts and reducing their tangible retrievable assets. In this case the Aruba Bank cannot do this. Metacorp already has.

Giovani Anthony Says We Support You in Your Case During the life of Aqua Spa the boycott was evident to even the Bank yet Aruba-Orco Bank never supported their efforts only paying lip service on February 16, 2010 in an email from Giovani Anthony where he stated that "Our board has decided to back you up your in your case against your landlord, but we cannot attend the meeting" making reference to the meeting with Eduardo relating to promises and contract language not being kept that were choking the life out of Aqua Spa.

Just 3 weeks later Giovani Anthony, Aruba Bank Corporate Special Assets Manager produced the "Loan Takeover Agreement". He pressured Mena on multiple occasions through multiple means to sign it, presenting the agreement as the same contract as the original Orco Bank contract and that no amendments could be made. The contract contained multiple language changes in favor of Aruba bank and detrimental to Aqua Spa. There was also a revisit of the same 3.378 share language that Mena had earlier said was not correct and that email on October 2, 2009 where Orco Bank signaled that they also understood. On May 5 2009 several months earlier Mena stated that there was never a time where she owned more than 1.689 shares of HJC. Even with that knowledge again Giovani Anthony on March 5 2010 told Mena she must sign this "Takeover Agreement" in order to safely move the loan and the securities back to Aruba bank. After consulting an attorney, Mena found out that indeed she was being asked to sign a document that did not need her signature for the loan to be moved but in fact was being asked to sign a fraudulent document that would have entrapped her and filled in all the gaps that exisisted in original poorly researched and written Aruba Loan document allowing Aruba Bank to seize everything that Mena and Emile owned or would own in the future making them slaves for life.

What Kind of Banking Is This As you look at the body of evidence, as you read the transcript of the case and witnesses accounts and begin to try and reconstruct the process, it becomes painfully clear that standard and accepted business practices were not followed causing that loan to take on an unacceptable level of risk. There was a relationship from Aruba-Orco Bank to Aqua Spa that was fiduciary in nature. Aruba Bank installed Mark Noreen to help the Spas relationship with the Renaissance but yet he could not talk with the Renaissance? Mark Noreen did ask Mena and Emile in June of 2010 at a meeting in his office on Aruba if they could change their product line to Pevonia from the Neoderma? Pavonia is the same product line that Okeanos Spa has and is using in that Spa in Curacao. It looks as if Mark Noreen was nothing more than the Banks inside person as the Renaissance and Aruba Bank were suspected at that point to be in discussions about the price that would be paid by the Renaissance to the Bank since they now realized the forced auction of the collateral removed their target in the original game plan. There was a Fiduciary relationship from MetaCorp to Aqua Spa that Meta Corp breached on many occasions along with the illegal early pulling of the lease agreement. From day one to this day not once has Aruba-Orco Bank ever protected the Investment they shared with Aqua Spa. In that atmosphere the boycott was carried out with Aruba Bank being no threat to the Renaissance yet holding Aqua Spa in place while waiting for the Boycott to kill the business so they could gather up the collateral they so poorly secured. Contractors win, MetaCorp the Bank's partner in this game gets the finished 3 Million Dollar Spa complete to their specifications for $40K, Aruba Bank collects on all the collateral they thought they had while Aqua Spa dies voiceless losing everything. There is an additional recording and signed and notarized documents by the bailiff hired by Aruba Bank declaring that on December 7th 2010 he was instructed to begin the process of calling in that loan. At the same time Aruba Bank employees were

telling Emile to produce 6 month projections for the business. They even went as far as to tell him that it was important for him to decorate this Spa in a festive Holiday spirit, to really go all out and do it up right.

What effect could an operation like this have on commerce and banking in the community if allowed to continue? The fact that this looks suspiciously to be cooperation between MetaCorp and Aruba-Orca Bank cries out for a more thorough outside investigation. This kind of business approach would possibly have to have Central Bank's approval as interviews within the business community reveals a pattern established with a trail of victims not as lucky as Aqua Spa as their stories never were presented in court. There are players in this game that sit on boards of Banks. The Banking system here in the Antilles was already suspected prior to this story. The evidence here is just an indication of a potentially bigger problem that maybe present and a system that is at work controlling commerce, illegally acquiring people's capital and wealth with approval of people possibly beyond the players present. This information and evidence is in the hands of an attorney in the US and is waiting for directives as money supporting Aqua Spa has been wire transferred from Banks within the United States.

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