Established in 1983, Aren’t We Naughty is the premier retailer of gift

and relationship enhancement products in Ontario. The success and

growth of the company reflects the increasing demand from mainstream
consumers for products and information on romance and
relationship development.

The award winning stores provide a relaxed and comfortable

environment in which consumers and the curious can browse at their
leisure for inspiration and information. They are designed to appeal
to both men and and women with an extensive and diverse range
of products that cater to all tastes. Our employees receive extensive
training to ensure they can both meet and exceed our customers
needs and assist them in making informed and responsible choices.

Aren’t We Naughty’s core business is focused around :

· Gifts
· Anniversaries
· Birthdays
· Bachelorette
· Weddings
· Valentines
· Holidays
· Relationship Enhancement

Our overall guiding philosophy is to contribute to the success

of couples relationships in an open, fun and healthy manner.
 Mainstream Retail

Aren’t We Naughty is a chain of adult novelty stores that is quickly

gaining recognition as one of Canada’s leading merchants of passion
and romance. Our stores set the new standard for the future of
the industry. As the pioneer in “mainstream” retail, our stores have
quickly shattered the myth of what the industry was. Aren’t We
Naughty appeals to loving couples wanting to add a bit of sizzle
to their relationship. Shopping in our stores is a mood enhancing
experience. Our success is based on marketing savvy, and appeal
to the masses.

New and Exciting

A quick look at our stores will make complete sense. The visibility, layout,
décor, product mix and commitment to service excellence creates a
shopping experience that rivals any up-scale, mainstream retailer in
North America. Our stores are designed to be extremely inviting and
non-threatening. Our newly re-designed stores raise the comfort level
for all kinds of shoppers. With everything from ceramic tiles to hardwood
floors, bright lighting, soft music and warm ambience. Aren’t We Naughty
is far removed from yesterday’s sex shop. Upon entering our stores,
customers encounter the “courtship zone” where we feature articles
of innocent romance, ranging from scented candles and novelty cards to
gift baskets and chocolates. Walk further into the store and you enter the
“warm zone” stocked with tantalizing items like scented massage oils, silky
lingerie and games for couples. Next – just as in a relationship, when your
ready to let go of your inhibitions - you proceed to the “hot zone” where
the shelves are stocked with a full range of toys and accessories. Ultimately
customers have complete control over how risqué their visit to the store
will be.

Consumers love us...

It takes more then a good idea to Our stores are considered a “family friendly” business, and it just makes

become a winner! Our stores have been sense. We’re partially responsible for many new additions to the family.

selected as the “Best Adult Store” by the readers

of the Toronto Sun and also by the listeners Although sex is a very personal matter, Aren’t We Naughty’s guiding

of 680NEWS! philosophy is to contribute to the joy of sex in an open, fun, and healthy
manner.
 680 News
ALL NEWS RADIO

Listeners’ Choice
Award

Best Adult Novelty Store:

Aren’t We Naughty

as chosen by
680News Listeners!
February 2001
Our History
The Company

• Aren’t We Naughty was formed in 1983 by

Steve Bannister.
• The first store opened in Downtown Brampton.
• The continued success of our Brampton store
led to the expansion of the business to its current
position of 11 stores.
• Aren’t We Naughty continues to be the leader in the
Adult Novelty industry by providing a relaxed, comfortable
environment in which customers can browse at their
leisure for products of a sensitive and intimate nature.
• We were voted “Best Adult Store” for the past
ten years by the Toronto Sun, and by 680 NEWS.
• Aren’t We Naughty is proud to be one of the main
sponsors for “The Everything To Do With Sex Show”,
held in Toronto each year.
• The show is a tremendous success, drawing over
85,000 people over four days.
• Aren’t We Naughty continues to “look outside the box”,
with the design and development of our retail stores.
• As other retailers in this industry continue
to provide a questionable and uncomfortable
retail environment, we believe that
customers deserve a comfortable and
non-embarrassing shopping experience.
BMS Enterprises

BMS Enterprises is 100% Canadian owned and operated.

We are proud to offer you the very best in products and
services. Aren’t We Naughty’s sister company, BMS
Enterprises is Canada’s biggest wholesale distributor
of adult novelty products. With a new 40,000 square
foot warehouse in Brampton, BMS is the primary distributor
to Aren’t We Naughty. This “completely vertical” relationship
ensures an in stock position at all times.

The Showroom

Every item we carry is on display. You can browse and

view the latest in adult novelties. Our newly renovated
showroom features our complete assortment of products.
Our friendly and knowledgeable staff will be available
to answer any questions you may have.

The Warehouse

Our newly expanded 40,000 square foot warehouse

has the capacity to stock over 1,000,000 items.

Our Studio and Office

Our office is home to our customer service,

shipping/receiving, and marketing departments.
Our team of customer service specialists are
dedicated to providing you with the best customer
service in the industry.

BMS Enterprises also has an in house studio, this allows

us to provide you with immediate photos and flyers of
any new arrivals.

We look forward to seeing you.

Our Assortment
Lingerie

• Aren’t We Naughty has one of the best assortments

of men’s and ladies lingerie.

• We carry a complete selection of name brands such as

Shirley of Hollywood, Dreamgirl, Leg Avenue and Allure.

• Lingerie purchases are increasingly important in

consumers purchases at our stores.

• Our selection covers a complete line of panties, bras,

teddies and stockings for women.

• We also carry men’s briefs, thongs, boxers and robes.

Fun and Games

• We are recognized as the retailer with the

best assortment of gift ideas for fun occasions.
Our product mix includes the following:
• Cards. • Chocolates and Candy treats.
• Bachelor/Bachelorette • Party Favours.
Toys

• Toys are not as “taboo” as they once were.

Mainstream retailers are now stocking “Sexual
Health Products” such as pleasure enhancing
gels, vibrating rings and personal “massagers”
on their shelves.

• The introduction of toys into one’s relationship

can bring intimacy to a whole new level.

• We offer a quality selection of sensual toys for

women, men and couples. Massagers,
stimulators and a variety of specialty items are
available in all of our stores and on line.
Lotions

• Our Massage Oil and Personal Lubricant Department

was designed with quality and class in mind.

• Massage is one of the best ways to form an

intimate connection with your partner.

• Studies have shown that the element of human

touch is more then just erotic, massage is both
healing and very therapeutic.

• Our Lotions Department consists of a wide

selection of basic, scented and even edible
massage oils and personal lubricants.

• We carry name brands such as: Kama Sutra, Pjur

Eros, Astroglide, Wet and O’My.
Our Stores
Our Stores
Our Stores
Our Stores

STORE LOCATIONS

Toronto – 3250 Dufferin Street – Tel. – 416-783-6533

Downsview – 1300 Finch Avenue West – Tel. – 416-665-3633

Oakville – 2525 Hampshire Gate – Tel. – 905-829-1977

Pickering – 1755 Pickering Pkwy. – Tel. – 905-428-9567

Windsor – 2515 Dougall Avenue – Tel. – 519-972-3101

North York – 5296 Yonge Street N. – Tel. – 416-733-9876

Brampton – 130 Main Street N. – Tel. – 905-453-3733

Woodbridge – 4040 Hwy. #7 – Tel. – 905-265-7898

Belleville – 366 North Front Street – Tel. – 613-771-9240

St. Catharines – 366 Bunting Road – Tel. – 905-938-9614

Ottawa – 1531 Merivale Road – Tel. – 613-221-9592

Our Neighbours
Our Neighbours
Our Customer
Our Customer

At Aren’t We Naughty our customer

base is predominantly couples.

Recent surveys performed by

The JC Williams Group in Toronto,
show the following demographics:

• 65% female & 35% male.

• Ages 30 to 45, average age 39.

• Predominately married couples.

• Average income $55,000 CDN.

• Own their own home.

• Average transaction $50 CDN.

Global

• Aren’t We Naughty is one of the few successful

web-based retailers.

• Our on-line store is completely

operational and secure and 100% user friendly.

• The emergence of e-commerce has allowed us to gain

worldwide recognition via our website.

• Shoppers recognize the Aren’t We Naughty

brand worldwide.

• www.arentwenaughty.com is featured on toronto.com

and other popular host sites.

Guaranteed in Stock!

• Aren’t We Naughty’s on-line store is based

within our 40,000 square foot distribution center.

• With the availability to draw from over 5000

items every day.

• Orders are received and shipped same day!

Newspaper Advertising
Newspaper Advertising
Advertising
Awn’s Educational approach to Customer Service

• Aren’t We Naughty’s tag line is, “The Store for Couples at Play”, it’s only fitting that we would support the motto “The
couple that plays together, stay’s together”. Educating consumers on the many ways to keep things new and exciting
is what we do best. In 2006 there are many retailers out there selling the same product. Providing our customers with
the education to support the product is what we feel is key!

• While China’s rapidly increasing economy is yielding a higher quality of life and ballooning wallets for local people, it is also
bringing about a climbing divorce rate. Companies specializing in couples counseling are sprouting up as a result. Since
2002, the divorce rate in China has been rising, according to a report released May 18 by the Ministry of Civil Affairs. Last
year, about 1.8 million couples filed for divorce, 120,000 more than in the previous year. The number of couples that ap-
plied for marriage licenses shrunk from 8.7 million in 2004 to 8.2 million last year. “It does not mean people think less of
marriage, but instead, that they really long for a higher-quality marriage which is difficult to get now.”
Cashing in on conflict
By DING QINGFEN (China Daily)
China Daily 07/31/2006 page1
www.businessweekly.cn

• Promoting one’s sexuality as a healthy part of adult life is the guiding principal and the foundation that has propelled Aren’t
We Naughty to be the consumers store of choice year after year.

• We believe that an educational approach towards customer service provides the knowledge and information customers
require to maximize their experiences, without the stigma that usually surrounds such topics.

• In an industry where products of a “personal” nature are concerned, the last thing a customer needs to be faced with is
ignorance or immaturity. Aren’t We Naughty sales associates receive extensive training and development. Our sales associ-
ates are experts in areas such as product ingredients, toy functions, lingerie sizing and most importantly, listening to custom-
ers. Our goal is to make every visit to our store an enjoyable and educational experience.

“A satisfying sex life is an essential

component to any relationship.

We provide the products and service that

contribute to a healthy sex life.”

Seminars:

• Aren’t We Naughty has been offering in–store seminars to educate our customers on a variety of topics for over two years.
Sold out attendance to these seminars have proven that customers are looking for more then just a product.

• Customers want to know how to gain more information on topics, such as Lingerie, Massage, Sex Toys and more.
This is a great opportunity for people to get out and have some fun. After all isn’t that what it’s all about?

• Aren’t We Naughty’s commitment to education also includes special guest appearances at our in-store events by some
of the most popular experts in the field. Sue Johanson is a registered nurse who travels all over Canada teaching sex
and sexuality to students and adults. The recipient of the Order of Canada, the country’s highest honor for lifetime
achievement, she hosts the popular Talk Sex with Sue Johanson and The Sunday Night Sex Show, both on the Oxygen
Network. The author of Sex Is Perfectly Natural, but Not Naturally Perfect and Talk Sex, she has appeared on The Late
Show with David Letterman and Late Night with Conan O’Brien and was heralded as the “It” grandmother
by Entertainment Weekly. Advocates such as Sue Johanson continue to support our efforts to educate the public
on promoting healthy consensual sexuality.

• Customers have the ability to get their questions answered 24 hours a day 7 days a week at www.arentwenaughty.com
August 1,2008

TO WHOM IT MAY CONCERN:

Aren’t We Naughty has been a major exhibitor and sponsor of the Everything To Do
With Sex Show since the show was first founded in 1999.

The company is professionally managed, and well organized, and the management and
staff have all contributed to our success. Their professionalism and marketing expertise
shows in the success they have enjoyed exhibiting at the show, and their assistance and
contribution has been crucial to the success and growth of the show.

Their account is paid promptly when due, and they are responsive to any queries or
questions that may arise. We arc happy to be able to provide this reference.

If you have any questions or would like to speak to me directly, I can be reached during
the day at 416-482-7050 extension 223.

Regards.

Yours truly,
SX Marketing Inc. ,

Joel A. Levitt, President

August 1,2008

To Whom It May Concern,

The following is a letter outlining the relationship Aren’t We Naughty has with RioCan Real Estate Investment
Trust. Over the Past 5 years RioCan Real Estate Investment Trust has added four Aren’t We Naughty stores into
its portfolio, Windsor, Belleville, Pickering, and the Latest St. Catharine’s.

The Aren’t We Naughty Stores are very well maintained and merchandised and are a welcome addition to our
shopping Centre portfolio.

Our dealings with the Aren’t We Naughty management team have been very professional and positive.
Aren’t We Naughty has continuously been a first rate Tenant and has always lived up to their financial
obligations.

We believe that Aren’t We Naughty is an excellent addition to our portfolio and will continue to search out
opportunities to add more stores to our Shopping Centre portfolio.

If you would like to discuss any issues please feel free to contact me at 416-866-3035
Ottawa - 1531 Merivale Road - Tel. - 613 221 9592

Oakville