1. Las Vegas Railway Express, Inc.

2. Executive Summary
Las Vegas Railway Express, Inc. (the “Company”, “LVRE”) will operate the “X” Train, a luxury passenger train, on a mile route between Los Angeles and Las Vegas and will offer a compelling alternative to current travel options
Trains Outfitted With First Class Accommodations
Deluxe first class cars with executive seats, multiple flat screens in each car, bar and five-star food service, smoking cars, limited card games (for hotel credit—no gambling) , corporate suites and door-to-door hotel transfers upon arrival in Las Vegas
Concierge Reservation Services: Pre- and post-boarding at discounted prices from hotels, restaurants, shows
Non-train booking income provides supplementary growth opportunity
Procure Operating rights for passenger train service over existing Union Pacific (“UP”) and Burlington Northern Santa Fe (“BNSF”) rail systems
LVRE to provide market rate fees to railroads to for financial incentive to give priority to LVRE trains
LVRE has negotiated right-of-way over longer and slower UP freight trains
UP has agreed to a 90% on-time arrival guarantee
Quick Train Statistics
Average Speed – 65 mph
Trip Time – 5 hours
Fare – $99/passenger (one-way)

3. Market and Competition
Driving is cheapest and most popular mode of travel, but route congestion and safety are prevalent and growing problems
12MM individuals drive between Los Angeles and Las Vegas each year
Single highway (I-15) drive over mountain pass (plus intersections)
On peak travel days (which coincide with Las Vegas as entertainment destination) the drive can take 6+ hours
Drive takes ~4.5 hours on uncongested days (Monday afternoon, Tuesday and Wednesday)
I-15 between Los Angeles and Las Vegas is the most dangerous highway in the country (according to U.S. DOT)
Typical trip costs: ~$68/one way (17 gallons of gas)
Flying is more expensive and door-to-door transit time only marginally faster than driving
2MM individuals fly to Las Vegas each year from one of four Los Angeles airports
Tickets are $280-$320 per person one way
Flying has its own issues:
1 hour actual flight time, plus drive time in traffic to airport
Incur additional parking fees
Must endure check-in and airport security procedures
Additional waiting time in advance of flight
Total time: ~4.5 hours
Flying is generally an uncomfortable experience given driving to airport through congestion, airport procedures, uncomfortable seats due to small plane configuration, lack of carry-on baggage space, limited service and Las Vegas hotel transfer

4. Compelling Opportunity
Ample demand exists in current market to make LVRE a winner
Las Vegas Municipal RTC Survey estimated 4MM individuals would use rail if a viable option existed
Other surveys estimate that 30% of the 12MM individuals which travel to Las Vegas do so for entertainment alone (gambling, shows, world-class dining, shopping, etc.—excludes travel for business, conventions, athletic events, etc.)
Non-train booking services will generate a high-margin, supplemental and diversified revenue stream
Online booking platform and concierge reservation service offer travelers an easy and convenient solution for lodging and entertainment booking
Opportunity to capture additional fee income from current train passengers
LVRE team of experienced Las Vegas leisure and gaming experts possess deep relationships with top Vegas hotels and casinos and intimate knowledge of the market
Conservative non-train revenue forecast means greater upside exists beyond current projections
LVRE need only capture a small fraction of the overall market to achieve profitability
Break even projected at 120,000 passengers per year
Year 1 – Two trains making two round trips 2 days a week (Thursday, Friday –Sunday)
Travel Thursday, Friday & Sunday (most popular travel days and most highly congested highway times)
Overall capacity of 1,200 passengers on a train of 15 cars

5. Non-Train Revenues High-Margin Supplementary Revenue Stream
Booking platform will be sole channel to purchase “X” Train tickets
In discussions with Navitaire Rail to build custom tailored ticketing and reservation portal
LVRE will offer packages and specials to bundle with train tickets
High hit bookings: Hotel rooms, shuttle transfers (model assumes 40-50% capture rate)
Specialty bookings: Golf packages, shows, club bookings etc. (model assumes ~20% capture rate)
Projections calculated using a full bottom-up model for each bucket of non-train revenue
White-Glove Concierge Booking and Reservation Service
Sales team will proactively call customers after booking to upsell bundled packages
Onboard concierge to book hotels, restaurant reservations, golf and other packages
Attractive Upside Potential
Current model assumes very conservative capture rate
Management’s hospitality experience suggests actual upsell rates could meaningfully exceed forecasted assumptions
Potential volume discounts from hotels, restaurants, shows, etc. currently not reflected in the model
Discounts passed on to customers to further encourage bundling

6. Financial Metrics

7. Financial Metrics

8. Project Status

9. Operating Agreement with Union Pacific Railroad
Rail access agreement to run trains on UP route from Las Vegas to Daggett, California
Market Rate fee structure
Right of way agreement to pass slower freight trains
Guarantee 90% On- Time arrival
LVRE will pay competitive market rate—incentivizing freight rail companies to give priority to LVRE trains
Sole Right to run privately operated passenger service on Daggett to Las Vegas rail corridor for 5 years
Provisions for running additional trains in future years
Capital Improvements to be paid for by LVRE for capacity improvement
UPRR completed RTC capacity planning
Agreement finalized

10. Union Pacific Project Team
John Rebensdorf
VP Operations
Omaha, NE
Jerry Wilmoth
General Manager Network Infrastructure
Roseville, CA
Don Caldwell
Real Estate Group
Rancho Cucamonga, CA
Terry M Tate Director Transportation Services – West
Salt Lake City. UT
David D Orrell, PE
Director Construction/Public Projects
Rick Durrant
Director Quality Services – West
Neil Scott
Superintendent Transportation SVCS – Utah
Salt Lake City, UT
James Marshall
Program Manager – Commuter Engineering
Simon J Hjelm
Capacity Planning

11. BNSF Operating Agreement Summary
Market Rate $142 per train mile
Guarantee 90% on time operations
Priority scheduling over freight
BNSF dispatch Fullerton to Daggett, California
Operations commence while construction on Cap Ex is underway
Economic Benefits to BNSF Direct LVRE
Year 1 $9,746, Year 2 $19,493,760
Year 3 $38,987,520
Year 4 $58,481,280
Year 5 $77,975,040

12. Project Team BNSF Burlington Northern Santa Fe Matt Rose Chairman/CEO
Ft. Worth, TX
Carl Ice
President/COO
Rollin Bredenberg
VP Capacity Planning
DJ Mitchell
AVP Passenger Rail
Rich Wessler
Director Passenger Rail Operations
Gary Agnew
General Director Resource Planning
Rick L Depler
Asst. Director Passenger Operations

13. Haulage Agreement with Amtrak
Operating train crews and scheduling
Experienced crew and maintenance teams
Familiar with the Los Angeles to Las Vegas route on the BNSF and UP rail lines
Established security and safety procedures
Efficient operating performance record

14. Amtrak Project Team Amtrak Joe McHugh VP Policy & Development
Washington, DC.
Stephen Gardner
Jonathan Hutchinson
Director – Corridor Development
Oakland, CA.
Don Kushto
Principal – Host Railroads
Philadelphia, PA.
William Sheridan
Chief, Service Planning/Strategy
Paul Vilter
AVP – Host Railroads
Suzanne Fike
Principal Officer – Strategic Partnerships

15. Rail Car Procurement & Refit
Agreement in place to acquire 24 Bi-Level Budd 7600 Series passenger cars from Transportation Management Services
BRC Coach & Transit of Las Vegas Nevada to complete refit and refurbishment of rail cars
Don Primi of Rail Enterprises serves as Owner’s representative on refit & FRA, UPRR and BNSF compliance
Interior design by Carpenter Sellers DelGatto, architects

16. Southern California Terminal

17. Metrolink Feeder System 12 million passengers a year ride this system
These are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.

18. Las Vegas Station Site
These are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.

19. Vegas Station Design Concept

20. LV Station Design Phase 1 (All station Designs subject to final approval by UPRR)
Capacity up to 3 trains & 700,000 riders annually
These are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.

21. LV Station Phase 2 (All station Designs subject to final approval by UPRR)
Capacity up to 8 trains and 2 million riders annually
These are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.

23. Development Timeline Uses of Proceeds
The Company estimates that it will require $35MM to begin Phase I operations in the 1st year
Use of proceeds include:
Railcar purchase, design, refurbishment and outfitting
Las Vegas Depot design and construction
UP & BSNF mileage fees
Salaries and other professional fees (legal, marketing/PR, etc.)
IT and corporate infrastructure development
Anticipated Timeline of Significant Events
Completion
and
Launch
1Q 2012
2Q 2012
3Q 2012
4Q 2012
1Q 2013
Financing
Mezzanine Financing
Close $35MM Round
Rail Cars
Retrofit Design Work
Refurbishment and Outfitting
Las Vegas Depot
Site Design
Depot and Station Construction
Mileage Fees
BNSF & UP Fees

24. Organizational Chart President/CEO Michael A. Barron Human Resources
Vicki DiBernardo
Training & Development
Legal
Operations Chief
Jim Wilson
Director
Maintenance Operations
Logistics
Safety Officer
Station Development
Dianne Barron
Passenger Services
Penny Stegeman
Food & Beverage
Bartenders
Waitstaff
support
Chefs
Cooks
Support
On Board Operations
(2)
Housekeeping
Engineering Support
Security
Retail Sales
VP Sales & Marketing
Don Adams
Marketing
Social media
Sales
Ticket Manager
Manager
Call Center Operations
Corporate Sales
CIO
Bob Gottesman
Website Development
On Board technical
Operations
Corporate Systems
Infrastructure
VP Asset Development
Joe Cosio-Barron
Rail Car
Locomotives
CFO
Wanda Witoslawski
Controller
Senior Accountant
Investor Relations
Mike Mason

25. Key Personnel
Gilbert H. Lamphere – Chairman of the Board Mr. Lamphere serves on the Board of Directors of CSX Corporation ($25bn, 23,000 mile railroad) and has served on the board of Canadian National Railway ($25bn, 15,000 mile transcontinental railroad), Chaired the Board of the Illinois Central Railroad ($2.5bn, 1,000 mile Class 1 railroad between Chicago and New Orleans) and served on the board of Florida East Coast Railway ($2.8bn railroad, 350 miles down East Coast of Florida). He was also instrumental in the investment and oversight of Mid South Rail. Mid South, Illinois Central and Canadian National became successively the most efficient railroads with the lowest operating ratios in North America. Michael Barron – President/CEO Mr. Barron has been a developer of new business enterprises for nearly 30 years. Trained as a City & Regional Planner, Mr. Barron was responsible for Monterey California’s downtown redevelopment project of famous Cannery Row and Fisherman’s Wharf. Mr. Barron founded Citidata, the first electronic provider of computerized real estate multiple listing service (MLS) information in the nation. He led the business development team at TRW that acquired 11 companies and became the world’s largest repository of real estate property information - Experian. He founded and served as President, Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded mortgage banking business specializing in e-mortgage financing on site in real estate offices. The company maintained a market capitalization of $500mm. Mr. Barron pioneered the first nationwide commercially deployed video conference mortgage financing platform for Intel Corporation operating in 20 states and funded over $1bn in closed loans annually. He was CEO for Shearson Home Loans and founded Liberty Capital, a $100mm asset management company based in Las Vegas, Nevada. Wanda Witoslawski - Chief Financial Officer Ms. Witoslawski has served in progressively responsible financial positions for public companies over the past twelve years. She served as Controller for Ocean West Enterprises until its acquisition by Shearson Home Loans in 2005 where she managed the accounting function for a staff of 1,350 employees and $200mm credit facility. Upon Shearson’s exit from mortgage banking in 2007, she joined the principals Mr. Barron and Mr. Cosio-Barron as Controller at Liberty Capital Asset Management, an investor in acquiring defaulted mortgage pools, managing public accounting documents for SEC filings and the financial supervision over the liquidation of over 4,000 mortgage loans the company had acquired.

26. Key Personnel (cont.)
Joseph A. Cosio-Barron –Vice President – Asset Development Mr. Cosio-Barron currently serves as LVRE’s Executive Vice President and has over 35 years of experience in real estate investment and development. Previously, Mr. Cosio-Barron was President of Shearson Home Loans and co-founded Liberty Capital, a $100 million asset management company based in Las Vegas. He has also served as the Managing Partner and President of CBS Consultants, Inc. a financial firm offering highly specialized services in securities compliance, development and lending for hotels, resorts, casinos and entertainment, as Executive Vice President of Finet Holdings Corporation, President of Terra West Construction, Senior Vice-President of Multi-Financial Corporation. John H. Marino, Vice President –Rail Operations (interim) Mr. Marino currently serves as Vice President – Rail Operations where he supervises the Company’s activities with the Class 1 railroads, railcar procurement, and railset maintenance. Mr. Marino also serves as President of Transportation Management Services, Inc., and was previously President and Chief Operating Officer of Rail America (NYSE:RA), co-founder of Huron & Eastern Railway Company, Inc., President of Huron Transportation Group, President and Chief Executive Officer of several short line railroads, as an officer of the Reading Railroad and with the United States Railway Association.

27. Key Personnel (cont.)
Donald J. Adams, Vice President, Sales & Marketing Mr. Adams currently serves as Vice President of Sales & Marketing for the LVRE. Mr. Adams has spent the last 35 years as Founder and Chief Executive Officer of Allstate Ticketing in Las Vegas. Allstate ticketing is the oldest and largest broker of sightseeing tours in Nevada, with over 20 (and growing) locations including the Flamingo, Harrah's, Hoover Dam, Las Vegas Convention and Visitors Authority and McCarran International airport. Mr. Adams and Allstate were pioneers in using the web-based platforms for the industry and in 2005 sold Allstate to Travelocity, Inc. Prior to founding Allstate, Mr. Adams served in executive roles for many Las Vegas gaming companies. Dianne D. David-Barron, Stations Development Manager Ms. David-Barron serves as LVRE’s Stations Development Manager. Ms. David-Barron has been an executive in the real estate and mortgage industries for 38 years. She is currently responsible for the construction and operations of the Las Vegas, Nevada, X Train Railway Station and for the integration of the service in Fullerton, California Station. Ms. David-Barron was previously the VP of the REO Department for Liberty Capital Asset Management, where she he managed a portfolio in excess of 4,000 loans located in 23 states. Ms. David-Barron has also served as Vice President of Residential Lending for Shearson Home Loans, Sales Manager for Virtual Mortgage Network, Vice President of Lender Services for Finet Corporation and as President of the Lender Services Division of American Financial Network.

28. Team Board Members and Consultants
LVRE is supported by a team of experienced consultants and advisors whose specialties include railroad operations, investment banking, legal, insurance, real estate development, and marketing
John McPherson
President Illinois Central Railroad (ret)
President – Florida East Coast Railway (ret.) Board Member - LVRE
Tom Mulligan
Director, Passenger Ops. – Union Pacific (ret.)
Board Member - LVRE
John Marino
President Rail America (ret)
Mark Schulte
Managing Director Dahlman Rose Investment Bankers
Rob Pek
President – BRC Coach and Transit
Brian Harrington
Harrington Group LLC - Insurance
Mike DelGatto
CSD Architects
Dave Sundaram
Odyssey Real Estate Capital – Commercial RE
Chet Opheikens
R&O Construction – General Contractor
Phil Cherry
Lamar Advertising
Daniel T. Behr
Jordan, Knauff & Co
Jody Walker
Walker Engineering – Civil Engineers

29. Las Vegas Railway Express, Inc.