**CHANGE INTERMS AGREEMENT**

 

| **Principal**

**$2,628,691.32**                                                                                                                                                                                                                    | **Loan Date**

**11-21-1996** | **Maturity**

**03-10-2006** | **Loan No**

**1050113246** | **Call/Coll** | **Account** | **Officer** | **Initials** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|------------------------------|-----------------------------|---------------|-------------|-------------|--------------|
| **References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.**

**Any item above containing “***” has been omitted due to text length limitations** |

 

 

|  

**Borrower:** | **Secured Investment Resources Fund, L.P. II**

**4520 Main Ste 1000**

**Kansas City, MO 64111** | **Lender:** | **BANK OF THE WEST**

**Kansas City BBC #21383**

**740 NW Blue Park Way**

**Lee’s Summit, MO 64086**

**(888) 457-2692** |
|-----------------------|---------------------------------------------------------------------------------------------------|-------------|---------------------------------------------------------------------------------------------------------------------------------|
|                  |                                                                                              |        |                                                                                                                            |

 

| **Principal Amount: $2,628,691.32** | **Date of Agreement: December 10, 2005** |
|-------------------------------------|------------------------------------------|

DESCRIPTION OF EXISTING INDEBTEDNESS.

Promissory Note dated November 21, 1996 in the original principal amount of $2,628,691.32.

DESCRIPTION OF COLLATERAL.

Future Advance Deed of Trust and Security Agreement (including Assignment of Leases and Rents) dated November 21. 1996.

DESCRIPTION OF CHANGE IN TERMS.

1. Extension of Maturity Date. The Maturity Date of the Promissory Note shall be extended to March 10, 2006.

PAYMENT. Borrower will pay this loan in 2 regular payments of $18,954.29 each and one irregular last payment estimated at $2,394,218.07. Borrower’s first payment is due January 10, 2006, and all subsequent payments are due on the same day of each month after that. Borrower’s final Payment will be due on March 10, 2006, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal: then to any unpaid collection costs; and then to any late charges. The annual interest rate for this Note is computed on a 365/360 basis; that  is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance isoutstanding. Borrower will pay Lender at Lander’s address shown above or at such other place as

Lender may designate in writing.

2. Conditions Precedent. As a condition precedent to the effectiveness of this Change In Terms Agreement. Borrower agrees to pay Lender a fee of $2.500.00 in cash

3. Conditions Precedent. As a condition precedent to the effectiveness of this Change in Terms Agreement, Borrower agrees to pay Lender accrued interest of 812,963.83 in cash.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in lull force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or****endorser. including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign thisAgreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

CONTINUED ON NEXT PAGE

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding. or counterclaim brought by either Lender **or**Borrower against the other.

PRIOR TO SIGNING THlS AGREEMENT. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THlS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

CHANGE IN TERMS SIGNERS:

SECURED INVESTMENT RESOURCES FUND, L.P. II

MILLENIUM MANAGEMENT, LLC, General Partner of Secured Investment Resources Fund, L.P. II

 

 

|   |                                                         |   |   |                                                             |
|--------|--------------------------------------------------------------|--------|--------|------------------------------------------------------------------|
| By:    | /S/ JOHN ANDERSON                                            |   |   |  

/S/ W. ROBERT KOHORST                                    |
|   | John Anderson, Designated Agent of Millenium Management, LLC |   |   | W. Robert Kohorst, Designated Agent of Millenium Management, LLC |

 

 

 

|   | BANK OF THE WEST                             |
|--------|----------------------------------------------|
| By:    |                                              |
|   | Mike Yancy, Loan Officer of BANK OF THE WEST |

 

 

----