Exhibit 10.1


    LLC
      MEMBERSHIP INTEREST TRANSFER AGREEMENT 

    


    THIS
      LLC
      MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is entered into as of
      October 17, 2007, by and between Secured Diversified Investment Ltd., a Nevada
      corporation (“SDI”) and the Sutterfield Family Trust and Wayne Sutterfield, a
      resident of Arizona (collectively referred to hereafter as “Sutterfield”).


    


    RECITALS

    


          WHEREAS,
      SDI and Sutterfield are parties to an Operating Agreement dated as of December
      30, 2002 and amended December 30, 2003 (the “LLC Agreement”). The LLC Agreement
      addresses, among other things, the formation, management and operation of
      Diversified Commercial Brokers, LLC, a California limited liability company
      (the
“Company”). The assets of the Company are an 8,685 square foot office building
      located at 5030 Campus Drive in Newport Beach, California 92660 (the “Property”)
      and a DDA Business MMA Account No. 2901122 with a balance of approximately
      $72,722.

    


          WHEREAS,
      SDI and Sutterfield (each, a “Member” and together the “Members”) are each
      members of the Company and the LLC Agreement allows for the transfer of any
      Interest of one Member in the Company to another Member. 

    


    WHEREAS,
      on December 30, 2003, Sutterfield transferred a portion of his Interest in
      the
      Company to SDI in exchange for, among other things, a promissory note dated
      January 4th, 2004 in the amount of $71,630.32 in favor of Sutterfield. The
      note
      bears interest at an annual rate of eight percent (8%) and is secured by SDI’s
      Interest in the Company and the Property. SDI also signed a promissory note
      in
      the amount of $67,000 in favor of Sutterfield that bears interest at an annual
      rate of eight percent (8%) and is secured by the Property. These promissory
      notes are hereinafter referred to as the “Notes.” 

    


    WHEREAS,
      the Notes have matured, and Sutterfield provided written notification to SDI
      that it is in default of both the Notes and the LLC Agreement. 

    


    WHEREAS,
      SDI currently owns a fifty-three
      and eight tenths percent (53.8%) Interest in the Company and Sutterfield owns
      a
      forty-six and two tenths percent (46.2%) interest in the Company.

    


    WHEREAS,
      in order to settle the relationship between the parties, including the unpaid
      principal balance and accrued interest remaining on the Notes, Sutterfield
      desires to receive from SDI, and SDI desires to transfer to Sutterfield,
      one-hundred percent (100%) of SDI’s total Interest in the Company subject to the
      terms and conditions set forth herein. 

    


         In
      consideration of the foregoing and the mutual promises contained herein, the
      parties agree as follows: 

    


    AGREEMENT 

    


    
      	1.  	
              Receipt
                and Transfer of Membership Interest. 

            


    

    


                   (a) 
      Sutterfield shall receive from SDI, and SDI shall transfer to Sutterfield 100%
      of SDI’s total Interest in the Company (the “Transferred Membership Interest”)
      in exchange for the following: (1) an indemnity in favor of SDI on the ground
      lease of Lot 10 of Tract #9626 (Building No. 23), any mortgage to the Property
      consisting of a first and second trust deed in the favor of Pacific Western
      Bank
      and Crain, Glasgow & Cheever, respectively, and unpaid property taxes, and
      (2) a release in favor of SDI of any debt owed by SDI to Sutterfield, including
      the Notes, advances, and all accrued interest thereon. 

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    


                   (b) The
      Transferred Membership Interest shall be transferred by SDI to Sutterfield,
      at
      10:00 a.m. Pacific time on October 17, 2007 (the “Closing”). At the
      Closing, Sutterfield shall deliver to SDI an Indemnity Agreement in the form
      substantially to that of Exhibit A attached hereto, and a Cancellation of Debt
      and Release in the form substantially to that of Exhibit B attached hereto.
      Simultaneously, SDI shall deliver to Sutterfield an Assignment of Membership
      Interest, in the form substantially to that of Exhibit C attached
      hereto.

    


                   (c) SDI
      agrees and acknowledges that no certificate or certificates are necessary to
      evidence the Transferred Membership Interest that is being transferred by SDI
      to
      Sutterfield hereunder; such transfer shall be deemed effective automatically,
      without further notice or instruction from SDI, at the Closing conditioned
      upon
      execution of the documents noted in Section 2(b). 

    


    (d)
      From
      and after the Closing, all equitable and legal rights, title and interests
      in
      and to SDI’s Interest shall be owned, held and exercised by Sutterfield. All
      capital calls, obligations and liabilities, if any, under the Company's LLC
      Agreement shall be the sole responsibility of Sutterfield.

    


    
      	2.  	
              Revised
                Membership Interests and Capital Accounts.
                

            


    

    


    Each
      Member’s Interest in the Company, adjusted to reflect the transfer of the
      Transferred Membership Interest by SDI to Sutterfield hereunder, is set forth
      below: 

    


    
      	
               

              Member

            	
              Percentage
                Interest in Company 

              Prior
                to Sale of Transferred Membership Interest

            	
              Percentage
                Interest in Company 

              Following
                Sale of Transferred Membership Interest

            
	
              SDI

            	
              53.8%

            	
              0%

            
	
              Sutterfield

            	
              46.2%

            	
              100%

            


    

    


    The
      Capital Accounts of Sutterfield and SDI shall be adjusted to reflect the
      transfer of the Transferred Membership Interest to Sutterfield. 

    


    
      	3.  	
              Resignation
                as Member; Resignation of SDI as Manager; Amendment of Bylaws and
                LLC
                Agreement. 

            


    

    


    The
      parties agree that, effective upon the Closing, SDI will have no further rights
      as a Member in the Company, and SDI will resign as Manager of the Company.
      The
      parties agree that upon the transfer of Membership Interest pursuant to this
      Agreement, Sutterfield shall be free to amend the Bylaws and the LLC Agreement,
      and to take any and all such other actions, and amend any and all such other
      documents, agreements, instruments or certificates, as may be necessary or
      appropriate to effectuate and carry out the purpose and intent of the foregoing
      and the transactions contemplated by this Agreement. 

    


    
      	4.  	
              Notices.
                

            


    

    


    Any
      notice or other communication required or permitted hereunder shall be in
      writing and shall be deemed to have been duly given on the date of service
      if
      served personally or five days after mailing if mailed by first class United
      States mail, certified or registered with return receipt requested, postage
      prepaid, and addressed as follows:

     

          To
      Members: The address listed after their signatures below. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	5.  	
              Expenses.
                

            


    

    


    Except
      as
      otherwise expressly contemplated in this Agreement, each party shall bear its
      own costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby and thereby. 

    


    
      	6.  	
              Binding
                Effect.

            


    

    


    This
      Agreement shall be binding upon the legal representatives and successors of
      the
      SDI and Sutterfield.

    


    
      	7.  	
              Governing
                Law.
                

            


    

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California. 

    


    
      	8.  	
              Entire
                Agreement. 

            


    

    


    This
      Agreement and Exhibits thereto constitutes the entire agreement of the parties
      pertaining to the sale of the Interest by the SDI and supersedes all prior
      and
      contemporaneous agreements, representations, and understandings of the parties
      with respect to such sale. 

    


    
      	9.  	
              Counterparts.
                

            


    

    


    This
      Agreement may be signed in counterparts with the same effect as if the signature
      on each such counterpart were on the same instrument. Facsimiles of signatures
      shall be deemed to be originals. 

    


        

    [The
      balance of this page is intentionally left blank.]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

    
      	
              Member
                - SECURED DIVERSIFIED INVESTMENT LTD.

               

            
	By:	/s/
              Jan
              Wallace 10-25-07
	
              Name:

            	
              Jan
                Wallace

            
	
              Title:

            	
              President

            
	 	 
	Address:	12202
              N. Scottsdale Road
              Phoenix,
                Arizona 85254

            


    

     

    
      	
              Member
                - SUTTERFIELD FAMILY TRUST /WAYNE SUTTERFIELD

               

            
	By:	/s/
              Wayne
              Sutterfield 10-17-07
	
              Name:

            	
              
                Wayne
                  Sutterfield

              

            
	 	 
	Address:	27834
              N. 124th
              Lane
              
                Peoria,
                  Arizona 85383

              

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (this “Indemnity”) is made pursuant to the LLC
      Membership Interest Transfer Agreement (the “Agreement”) and entered into as of
      October __, 2007, between Wayne Sutterfield (the “Sutterfield”) and Secured
      Diversified Investment Ltd. (“SDI”). 

    


    FOR
      VALUE
      RECEIVED, Sutterfield agrees to indemnify, defend and hold SDI and its current
      and future affiliates, control persons, directors, officers, employees and
      agents (each an “Indemnified Person”) harmless from and against all losses,
      claims, damages, liabilities, costs or expenses, related to (a) any mortgages,
      deeds of trust, liens or other encumbrances, including property taxes, held
      on
      the Property; and (b) any ground leases, tenant leases, easements and other
      interests regarding that certain property located at 5030 Campus Drive in
      Newport Beach, California 92660. 

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Indemnity as of the
      date
      first above written. 

    


    


    
      
        	Indemnitor	Indemnitee
	 	 
	/s/ Wayne Sutterfield	/s/ Jan Wallace 10-25-07 
	Sutterfield Family Trust	Secured Diversified Investment
                Ltd.
	 	 
	/s/Wayne Sutterfield
                10-17-07	 
	Wayne Sutterfield	 



    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    CANCELLATION
      OF DEBT AND RELEASE

    


    This
      Cancellation of Debt and Release (this “Release”) is made pursuant to the LLC
      Membership Interest Transfer Agreement (the “Agreement”) and entered into as of
      October __, 2007, between Wayne Sutterfield (the “Creditor”) and Secured
      Diversified Investment Ltd. (the “Debtor”). 

    


    The
      Creditor is the holder of a promissory note made by Debtor in the amount of
      $71,630.32 dated January 4, 2004. The Creditor is also the holder of a
      promissory note made by Debtor in the amount of $67,000 (together, the “Notes”).
      In consideration for the Interest described in the Agreement to which this
      Release forms a part, and other good and valuable consideration, the receipt
      and
      sufficiency of which is hereby acknowledged, Creditor hereby cancels the Notes
      and waives his rights to any payments thereunder, including all principal and
      interest accrued thereon. Creditor represents and warrants that it owns all
      right, title, and interest in and to the Notes and there are no claims, rights,
      and interests of any third parties, including, but not limited to, any said
      interests which may be asserted under marital and community property
      laws.

    


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Release as of the date
      first above written. 

    


    
      	Creditor	Debtor
	 	 
	/s/ Wayne Sutterfield	/s/ Jan Wallace 10-25-07 
	Sutterfield Family Trust	Secured Diversified Investment
              Ltd.
	 	 
	/s/Wayne Sutterfield
              10-17-07	 
	Wayne Sutterfield	 



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      C

    


    ASSIGNMENT
      OF MEMBERSHIP INTEREST

    


      This
      Assignment of Membership Interest (this “Assignment”) is made pursuant to the
      LLC Membership Interest Transfer Agreement (the “Agreement”) and entered into as
      of September __, 2007, between Secured Diversified Investment Ltd. (“Assignor”)
      and Wayne Sutterfield (the “Assignee”). 

    


    FOR
      VALUE
      RECEIVED, Assignor herewith sells, assigns, transfers and conveys to Assignee,
      the entirety of Assignor's rights, title and interests as member of and in
      Diversified Commercial Brokers LLC, a California limited liability company
      (the
“Company”), which shall include, without limitation, Assignor's fifty-three and
      eight tenths percent (53.8%) capital and profits interest in the Company,
      Assignor's capital account balance in the Company, Assignor's distributions
      and
      liquidation rights in the Company and Assignor's voting and management rights
      and powers in the Company.

    


    This
      Assignment in the Company is made in accordance with and in complete
      satisfaction of the requirements of Article V of the Operating Agreement of
      the
      Company dated
      as
      of December 30, 2002 and amended December 30, 2003.

    


     IN
      WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
      date
      first above written. 

    


    
      	Assignor	Assignee
	 	 
	/s/ Jan Wallace 10-25-07	/s/ Wayne Sutterfield
	Secured Diversified Investment Ltd.	Sutterfield Family Trust
	 	 
	/s/Wayne Sutterfield
              10-17-07	 
	Wayne Sutterfield