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Northampton Group Inc.
2601 Matheson Blvd., East, Telephone (905) 629 9992 Suite 212, Mississauga, www.nhgi.com Ontario L4W 5A8 Fax: (905) 629 9636

MANAGEMENT’S DISCUSSION & ANALYSIS For the three months ended June 30, 2006

As at August 29, 2006

This Management Discussion and Analysis should be read in conjunction with the consolidated financial statements of the Company and the notes thereto as at and for the three months ended June 30, 2006 and 2005 and the audited consolidated financial statements of the Company and the notes thereto as at and for the fiscal years ended March 31, 2006 and 2005. Forward-Looking Statements This document contains forward-looking information relating to Northampton Group Inc. and the hospitality industry. Forward-looking information addresses future events and conditions that are subject to a variety of risks and uncertainties beyond the Company’s ability to control or predict. Actual events or results therefore may differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements, and should acquaint themselves with s management' more detailed discussion of potential risks and uncertainties found later in this discussion. Non-GAAP Financial Measures The MD&A includes certain non-GAAP measures. These measures are not recognized under GAAP and our method of calculating them may not be comparable to measures presented by other entities. They are provided to supplement the reader’s understanding of the Company’s performance and should not be used as an alternative to the standard GAAP disclosures. The following non-GAAP measures have been included in this MD&A: Occupancies; average room rates; revenue per available rooms (RevPar); EBITDA (earnings before interest, incomes taxes and amortization); and cash flow per share. These non-GAAP

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