Exhibit 10.1

     

    PURCHASE AND SALE AGREEMENT

    AND
JOINT ESCROW INSTRUCTIONS

     

    
      	
              TO:           

            	
              First
      American Title Insurance Company

              5
      First American Way

              Santa
      Ana, California  92707

            	
              Escrow
      No.  ______________

              Escrow
      Officer:  Jeanne Gould

              Telephone
      No.:  714/250-5340

              Facsimile
      No.:    714/250-5309

            


    

     

    
      This
Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”),
dated as of December 8, 2009 (the “Effective
Date”), is entered into by and between SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company (“Seller”),
and D. R. HORTON LOS ANGELES
HOLDING COMPANY, INC., a California corporation (“Buyer”),
and constitutes an agreement for the purchase and sale of real property and
joint escrow instructions directed to First American Title Insurance Company (as
“Escrow
Holder”) to establish an escrow (the “Escrow”)
to accommodate the transaction contemplated hereby.

       

      RECITALS:

       

      A.           Seller
owns sixty five (65) single family residential lots (the “Lots”) and six (6) lettered lots in
recorded Tract No. 31792 located in the City of Lake Elsinore (the “City”),
County of Riverside (the “County”),
California, as more particularly described in Exhibit “A”
attached hereto and incorporated herein by this reference (the “Land”).

       

      B.           The
term “Appurtenant
Rights” shall mean all of Seller’s right, title and interest, if any, in
and to any and all rights and appurtenances pertaining to the Land, development
rights, entitlements, air rights, water rights, mineral, oil and gas and other
subsurface rights, roads, alleys, easements, streets and ways appurtenant or
adjacent to the Land, rights of ingress and egress thereto. The Appurtenant
Rights also include rights to use the name “Wasson Canyon” on a non-exclusive
basis. The Land, the Appurtenant Rights and any improvements on the Land shall
sometimes hereinafter be referred to collectively as the “Property”.

       

      C.           Seller
wishes to sell the Property to Buyer, and Buyer wishes to purchase the Property
from Seller, all under the terms and conditions contained herein.

       

      NOW
THEREFORE, in consideration of the foregoing recitals, and the mutual covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
Buyer and Seller hereby agree as follows:

       

      1.           Purchase
and Sale.  Seller agrees to sell the Property to Buyer and
Buyer agrees to purchase the Property from Seller, on and subject to the terms
and conditions hereinafter set forth.

       

      2.           Purchase
Price.  The “Purchase
Price” for the Property shall be Two Million Seven Hundred Fifty Thousand
Dollars ($2,750,000.00) (or $42,307.69 per Lot) all cash at Close of Escrow (as
hereinafter defined).

       

      3.           Payment
of Purchase Price.  The Purchase Price shall be paid as
follows:

       

      a.           Not
later than 5:00 PM (Pacific Time) on the first (1st)
business day following the Opening of Escrow (as defined below), Buyer shall
deposit into the Escrow the amount of Fifty Thousand Dollars ($50,000.00) (the
“First
Deposit”).

       

      
        
          
          

        

        
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      b.           Prior
to the expiration of the Due Diligence Period (as hereinafter defined), if Buyer
wishes to proceed with the purchase of the Property, Buyer shall deposit into
Escrow, in immediately available federal funds, the additional sum of Seventy
Five Thousand Dollars ($75,000.00) (the “Second
Deposit”). The First Deposit and the Second Deposit shall become
non-refundable to Buyer upon Escrow Holder’s receipt of both an effective Notice
of Suitability (defined below) and the Second Deposit, except upon a termination
of this Agreement as a result of (i) Seller’s material default under this
Agreement occurring prior the Close of Escrow, or (ii) the failure of any
material condition precedent to Buyer’s obligation to purchase the Property
expressly stated herein.

       

      The First Deposit and the Second
Deposit together with all interest thereon while in Escrow during the term of
this Agreement (collectively, the “Deposit”), shall be credited in
favor of Buyer against the Purchase Price for the Property upon the Close of
Escrow, but shall be (i) paid to Seller if Seller is entitled to receive the
Deposit in accordance with this Agreement, or (ii) returned to Buyer if Buyer is
entitled to a return of the Deposit in accordance with this
Agreement.

       

      c.           The
balance of the Purchase Price, together with Buyer’s share of costs to be paid
and pro-rations to be made pursuant to Section 13 and Section 14 of this
Agreement, shall be deposited by Buyer into the Escrow in immediately available
federal funds on or before the Close of Escrow and shall be disbursed to Seller
by Escrow Holder upon the Close of Escrow.

       

      d.           If
Buyer fails to timely deposit the First Deposit as required in this Agreement,
then either party may terminate this Agreement by written notice to the other at
any time prior to the deposit of the Deposit, in which event neither party shall
have any further rights, obligations or liabilities under this Agreement other
than those that survive termination of this Agreement.

       

      e.           Buyer
shall deposit into escrow, concurrently with and in addition to the First
Deposit, the amount of $100.00 (the “Independent
Consideration”). The Independent Consideration shall be non-refundable to
Buyer as independent consideration for the rights extended to Buyer hereunder,
including the right to terminate this Agreement as provided herein and the
rights of Buyer to terminate this Agreement pursuant to Section 39 if
corporate approval is not obtained. If Buyer elects to terminate this Agreement
for any reason other than Seller’s default, Seller shall retain the Independent
Consideration. The Independent Consideration shall not be applicable towards the
Purchase Price.

       

      4.          Opening
and Close of Escrow.

       

       a.           Opening of Escrow.
For the purposes of this Agreement, the “Opening of
Escrow” shall mean the date that Escrow Holder receives executed
counterpart copies (delivered or by facsimile transmission) of this Agreement
signed by Buyer (including Buyer’s corporate approval as provided below) and
Seller. Escrow Holder shall notify Buyer and Seller, in writing, of the date of
Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by
any reasonable and customary supplemental instructions that may be reasonably
requested by Escrow Holder or that may be necessary or convenient to consummate
the transaction contemplated hereby; provided, however, that such
supplemental instructions shall be consistent with and shall not supersede this
Agreement and in all cases this Agreement shall control.

       

       b.           Close of Escrow. For
purposes of this Agreement, the “Close of
Escrow” with respect to the Property shall mean the date on which a grant
deed executed by Seller conveying the fee title to the Land, in the form
attached hereto as Exhibit “B”
(the “Grant
Deed”), is recorded in the Official Records of the County. The Grant Deed
shall provide that the documentary transfer tax shall not be shown of
record.  The “Closing
Date” shall mean the date the Close of Escrow occurs.

       

      
        
          
          

        

        
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      c.           Date of Close of
Escrow. The Close of Escrow for the Property shall occur on or before
January 14,
2010, unless otherwise extended pursuant to an express provision of this
Agreement or by written amendment to this Agreement executed by the parties.
Notwithstanding any other provision herein, the Close of Escrow must occur on a
Tuesday, Wednesday, or Thursday which is a business day (a “Permitted Closing
Day”), and if
the scheduled Closing Date would otherwise occur on a day that is not a
Permitted Closing Day, then the Closing Date shall be extended automatically to
the next day that is a Permitted Closing Day.

       

      5.          Buyer’s
Contingencies.  For the benefit of Buyer, Buyer’s obligation to
consummate the transaction contemplated in this Agreement shall be expressly
subject to and contingent upon satisfaction of each of the following
contingencies (“Contingencies”).

       

                  
a.         Title
Matters.

       

       
i.           First
American Title Insurance Company (Ed Luque, Title Officer) (the “Title
Company”) has issued Preliminary Report (the “Title
Report”) dated as of November 13, 2009 (Order No. 3374574 –
Amended/Updated #3) covering the Land, together with copies of all exceptions
referred to in the Title Report.

       

       
ii.           The
Property shall be sold and conveyed subject only to the following exceptions to
title (collectively, the “Permitted
Exceptions”):

       

      1.           those
matters specifically set forth in Schedule B to the Title Report except for the
following matters which Seller agrees to remove prior to the Close of
Escrow:  any and all monetary liens and encumbrances affecting the
Property, any judgment or mechanics’ liens (excluding non-delinquent real
property taxes, bonds and assessments), and Exception Nos. 70 (prior Profits
Participation Agreement), 81 (Notice of Builder’s Election), 83 (Deed of Trust),
84 (Right of First Refusal) and 86 (Seller’s satisfaction of Title Company’s
requirements as to Seller’s organizational status);

       

      2.           all
laws, ordinances, rules and regulations of the United States, the State of
California, the County, the City or any agency, department, commission, bureau
or instrumentality of any of the foregoing having jurisdiction over the Property
(each, a “Governmental
Authority”), as the same may now exist or may be hereafter modified,
supplemented or promulgated; and

       

      3.           all
presently existing and future liens of real estate taxes or assessments, if any;
provided that such items are not yet due and payable and are apportioned as
provided in this Agreement.

       

      iii.           Seller
shall provide to the Title Company such indemnities and/or other documents as
may be required by the Title Company in order for the Title Company to delete
from the Title Policy any exceptions for third-party rights of possession and to
issue a mechanics’ lien endorsement. In the event Buyer requests any other
endorsements to the Title Policy (“Buyer Requested
Title Endorsements”), the issuance of any such Buyer Requested Title
Endorsements shall not be a condition to closing the transaction contemplated
hereunder and in no event shall Seller be obligated to provide any indemnity or
other document or undertake any obligation in order to cause the Title Company
to issue the same; provided, however, that Seller
will reasonably cooperate, at no cost or liability to Seller, with Buyer and the
Title Company in connection with the issuance of the Title Policy and Buyer
Requested Title Endorsements, as the case may be. Seller will also be obligated
to remove prior to the Close of Escrow any new or additional items arising after
the Effective Date that were caused by Seller.

       

      
        
          
          

        

        
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b.         Due
Diligence Reviews.  Commencing prior to the Effective Date and
ending at 5:00 PM (Pacific Time) on January 14, 2010
(the “Due
Diligence Period”), Buyer has had, and shall have, the opportunity to
review and investigate the Property, in Buyer’s sole and absolute discretion,
which review and investigation may include, without limitation, the following
matters:

       

                 i.           The
adequacy and condition of improvements to the Property and the adequacy of all
utilities to the Property, including, but not limited to, power, water, gas,
telephone, cable and sanitary sewer.

       

                 ii.           The
condition of the soils and the geologic, environmental and engineering
conditions of the Property, based on any and all soils, engineering,
environmental or geologic tests, reports and studies which Buyer desires to
perform, which reports, tests and studies shall be performed at Buyer’s sole
cost and expense in compliance with the provisions of Section 18 below;
provided, however, that Buyer shall not conduct any invasive testing on the
Property without Seller’s prior approval, which approval Seller shall not
unreasonably withhold or delay.

       

                 iii.           On
or before the Effective Date, Seller shall provide to Buyer all access to or
copies of all information, documents, instruments and agreements in Seller’s
possession or control relating to the Property (the “Property
Information Materials”), including without limitation any geo-technical
reports, engineering reports, civil engineering drawings (in electronic PDF or
CADD form), grading plans, surveys (including any existing ALTA surveys in
Seller’s possession), permits, approvals, inspection reports, correspondence
with governmental agencies, a phase I environmental audit, other environmental
reports or studies, property tax bills for the last two (2) years, all documents
related to any declarations or homeowner associations relating to the Property
(“HOA Documents”), the
SIAs (as defined below), traffic studies and drainage studies. Such Property
Information Materials have been provided or made available to Buyer as an
accommodation only, and Seller makes no representation as to the accuracy or
completeness of any of such reports, surveys, investigations, audits or studies
(except as otherwise may be expressly stated in Section 7
below). Notwithstanding the foregoing, Seller will continue to make available to
Buyer for inspection during the Due Diligence Period, any and all Property
Information Materials during the term of this Agreement. Seller hereby discloses
to Buyer that Seller purchased the Property in February of 2009, and has a
limited amount of Property Information Materials. Seller agrees to notify Buyer
if there is any material modification to the Property Information
Materials.

       

      If Buyer,
in Buyer’s sole and absolute discretion, determines that the Property is
suitable to Buyer, then Buyer will send written notice to Seller (the “Notice of
Suitability”) which notice, in order to be effective: (1) must be
delivered by Buyer to Seller and to Escrow Holder prior to the expiration of the
Due Diligence Period, (2) must state Buyer’s unconditional approval of the
Property, (3) must be signed by one of Donald R. Horton, Donald J. Tomnitz,
Stacey Dwyer, Bill Wheat, or Christopher J. Chambers, each an officer of Buyer,
and (4) one of the foregoing individuals will have executed and previously
delivered to Seller (or deliver to Seller concurrently with delivery of the
Notice of Suitability) “Buyer’s Corporate Approval” of this Agreement in the
form contained in this Agreement following the signature block. Notwithstanding
anything contained in this Agreement to the contrary, the Notice of Suitability
shall not be effective unless signed by one of Donald R. Horton, Donald J.
Tomnitz, Stacey Dwyer, Bill Wheat, or Christopher J. Chambers, each an officer
of Buyer. If Buyer fails either to timely deliver to Seller the Notice of
Suitability conforming to the foregoing requirements, or to timely deposit the
Second  Deposit into Escrow prior the expiration of the Due Diligence
Period, then Buyer shall be deemed to have disapproved the Property and this
Agreement shall terminate. In the event of such termination, the First Deposit
(and the Second Deposit, if made) will be returned to Buyer and the termination
provisions of Section 12 of
this Agreement shall apply. If Buyer timely delivers the Notice of Suitability
to Seller conforming to the foregoing requirements and also timely
deposits into Escrow the Second Deposit, then Buyer shall be deemed to have
unconditionally approved the condition of the Property for purposes of this
Section.

       

      
        
          
          

        

        
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      6.           “AS-IS”
Sale; Release; Indemnity.

       

      a.           Buyer
acknowledges and agrees that Buyer is experienced in the purchase and
development of land similar to the Property and that Buyer has inspected the
Property, or will, during the Due Diligence Period, inspect the Property, to its
satisfaction, and is qualified to make such inspections.  Except as
expressly provided herein, Buyer acknowledges that it is fully relying on
Buyer’s (or Buyer’s representatives’ or consultants’) inspections of the
Property and not upon any statements (oral or written) which may have been made
or may be made (or purportedly made) by Seller or any of its representatives or
consultants.  Buyer acknowledges that Buyer, or Buyer’s
representatives and/or consultants, will have the opportunity to thoroughly
inspect and examine the Property to the extent deemed necessary by Buyer in
order to enable Buyer to evaluate the condition of the Property and all other
aspects of the Property (including, but not limited to, the environmental
condition of the Property), and except to the extent of Seller’s representations
and warranties expressly set forth in Section 7 below and
Seller’s express covenants contained in this Agreement, Buyer acknowledges that
Buyer will rely solely upon its own (or its representatives’ or consultants’)
inspections, examinations and evaluations of the Property, as a material part of
the consideration to Seller to enter into this Agreement and to sell the
Property to Buyer.  Subject to the foregoing, except for Seller’s
express covenants contained in this Agreement, Buyer hereby agrees to accept the
Property (including without limitation all improvements to the Property) at the
Close of Escrow in its “AS IS,
WHERE IS” condition and with all faults, patent and latent, and without
representations and warranties of any kind, express or implied, or arising by
operation of law, except as expressly set forth in Section 7 below.
Without limiting the generality of the foregoing, with the exception of those
representations and warranties made by Seller in Section 7 below and
Seller’s express covenants contained in this Agreement, Seller and each of
Seller’s members, shareholders, agents, affiliated companies, attorneys, and the
officers, directors, employees of all of the foregoing (collectively, “Seller’s Related
Parties”) have made no representations, guaranties or warranties, and
specifically disclaim, and Buyer accepts that Seller and Seller’s Related
Parties have disclaimed, any and all representations, guaranties or warranties,
express or implied, or arising by operation of law, of or relating to the
Property, including, without limitation, of or relating to (i) the use, income
potential, characteristics or condition of the Property or any portion thereof,
including, without limitation, warranties of suitability, habitability,
merchantability, and design or fitness for any specific or a particular purpose,
(ii) the existence, non-existence and/or adequacy of all on-site and offsite
rights of way, licenses, easements and permits, (iii) the nature, manner,
construction, condition, state of repair or lack of repair of any improvements
on the Property, whether or not obvious, visible or apparent, (iv) the
existence, amount and nature of any and all federal, state, regional, County,
City and local fees to be imposed upon the Property or upon Buyer as a condition
to the recording of a final tract map or obtaining building permits for the
construction of residential homes or other improvements within the Property,
including, without limitation, any Multi-Species Habitat Conservation Program
fees and Transportation Uniform Mitigation fees imposed by the County or the
City, and transportation impact mitigation fees, park maintenance fees and fees
for police, fire and other County or City services imposed by the County or
City, (v) the environmental condition of the Land and the presence or absence of
or contamination by a Hazardous Substance (defined below), or the compliance of
the Property with regulations or laws pertaining to health or the environment,
(vi) the soil conditions, drainage, flooding characteristics, utilities or other
conditions existing in, on or under the Property, (vii) title to the Land, and
matters of record affecting said title; and (viii) the compliance of the
Property with, and the limitations and obligations imposed pursuant to,
applicable laws and regulations affecting the Property (including zoning and
building codes and the status of development or use rights respecting the
Property). Buyer hereby agrees that, effective upon the Close of Escrow, none of
Seller, Seller’s Related Parties nor either of MS Rialto Wasson Canyon Ca, LLC,
a Delaware limited liability company, and/or Lennar Homes of California, Inc.
(the latter entities collectively, “Lennar”)
shall be liable to Buyer for any special, direct, indirect, consequential, or
other damages resulting or arising from or related to the ownership, use,
condition, development, maintenance, repair or operation of the Property,
subject to Seller’s liability under Seller’s express representations and
warranties contained in Section 7 below and
Seller’s express covenants contained in this Agreement. Without in any way
limiting the foregoing, and except only to the extent any Claims (defined below)
arise from or relate to Seller’s express representations and warranties
contained in Section
7 below or Seller’s express covenants contained in this Agreement, Buyer
releases Seller, Seller’s Related Parties  and Lennar from any and all
claims, demands, causes of action, judgments, losses, damages, liabilities,
costs and expenses (including, without limitation, attorneys’ fees and
disbursements), whether known or unknown, liquidated or contingent which Buyer
or any agent, representative, affiliate, employee, director, officer, partner,
member, servant, shareholder, trustee, assignee or other person or entity acting
on Buyer’s behalf or otherwise related to or affiliated with Buyer may have
arising from or related to any matter or thing related to or in connection with
the Property, including, without limitation, the documents and information
referred to in this Agreement, any construction defects, errors or omissions in
the design or construction of all or any portion of the Property, any physical,
environmental or other conditions relating to or affecting the Property, and the
active and passive negligence of Seller  (collectively, “Claims”).
Buyer shall not look to Seller, Seller’s Related Parties or Lennar in connection
with the foregoing for any redress or relief. The foregoing releases shall be
given full force and effect according to each of its expressed terms and
provisions, including those relating to unknown and unsuspected claims, damages
and causes of action. This Section specifically includes any Claims under any
Environmental Laws. For purposes hereof, the term “Environmental
Laws” includes, but is not limited to, the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act (42 U.S.C.  §§
6901 et seq.), the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C.  §§ 9601 et seq.), the Emergency
Planning and Community Right to Know Act (42 U.S.C.  §§ 11001 et
seq.), the Clean Air Act (42 U.S.C.  §§ 7401 et seq.), the Clean Water
Act (33 U.S.C.  §§ 1251 et seq.), the Toxic Substances Control Act (15
U.S.C.  §§ 2601 et seq.), the Hazardous Materials Transportation Act
(49 U.S.C.  §§ 1801 et seq.), the Occupational Safety and Health Act
(29 U.S.C.  §§ 651 et seq.), the Federal Insecticide, Fungicide and
Rodenticide Act (7 U.S.C.  §§ 136 et seq.), the Safe Drinking Water
Act (42 U.S.C.  §§ 300f et seq.), the Endangered Species Act of 1973
(16 U.S.C.  §§ 1531 et seq.) and the National Historic Preservation
Act (16 U.S.C. §§ 470 et seq.), as any of the same may be amended from time to
time, and any state or local law dealing with environmental matters, and any
federal and/or state regulations, orders, rules, procedures, guidelines and the
like promulgated in connection with any of the foregoing, regardless of whether
the same are in existence on the Effective Date. The term “Hazardous
Substance” as used in this Agreement shall mean any toxic or hazardous
substance, material or waste or any pollutant or contaminant or infectious or
radioactive material, including, but not limited to, those substances, materials
or wastes regulated now or in the future under any Environmental Laws and any
and all of those substances included within the definitions of “hazardous
substances”, “hazardous materials”, “hazardous waste”, “hazardous chemical
substance or mixture”, “imminently hazardous chemical substance or mixture”,
“toxic substances”, “hazardous air pollutant”, “toxic pollutant” or “solid
waste” in the Environmental Laws. Hazardous Substances shall also mean any and
all other similar terms defined in other federal, state and local laws,
statutes, regulations, orders or rules and materials and wastes which are, or in
the future become, regulated under applicable local, state or federal law for
the protection of health or the environment or which are classified as hazardous
or toxic substances, materials or waste, pollutants or contaminants, as defined,
listed or regulated by any federal, state or local law, regulation or order or
by common law decision, including, without limitation, (i) trichloroethylene,
tetrachloroethylene, perchloroethylene and other chlorinated solvents, (ii) any
petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated
biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii)
radioactive materials and waste.  The provisions of this Section shall
be deemed effective on the Effective Date and also upon the Close of Escrow, and
shall survive the Close of Escrow.

       

      
        
          
          

        

        
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      b.           Buyer
acknowledges that certain of the Property Information Materials have been
prepared by parties other than Seller. Buyer accepts the fact that Seller is
making no representation or warranty whatsoever, express or implied, as to the
completeness, content or accuracy of the Property Information Materials, except
as may otherwise be provided in Section 7 below.
Except for Seller’s  express representations and warranties contained
in Section 7
below, Buyer specifically releases Seller, Seller’s Related Parties and Lennar
from all claims, whether known or unknown, which are or may be asserted against
or incurred by Buyer by reason of the information contained in, or that should
have been contained in, the Property Information Materials or in the Recitals to
this Agreement.

       

      Waiver of Civil Code Section
1542

       

      To
evidence the intent of the parties as to the foregoing releases by Buyer of
Seller, Seller’s Related Parties and Lennar, Buyer hereby represents, warrants,
and acknowledges to Seller and Seller’s Related Parties that it understands the
foregoing releases.  In furtherance of this intention, Buyer expressly
waives the provisions of Section 1542 of the Civil Code of the State of
California relating to the matters specifically released above, which provides
as follows:

       

      “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”

       

                /s/
SF           

      Buyer’s
Initials

       

      The
foregoing release shall not release Seller, Seller’s Related Parties or Lennar
from any liability arising out of actions of Seller, Seller’s Related Parties or
Lennar  following the Close of Escrow.

       

      7.           Seller’s
Representations, Warranties and Covenants. Seller
hereby represents and warrants to Buyer, which representations and warranties
shall be true and correct as of the Effective Date and as of the date of the
Close of Escrow, and, subject to Section 31 hereof,
shall survive the Close of Escrow, as follows:

       

      a.           Seller
is a limited liability company duly organized, validly existing and in good
standing under Delaware law and is qualified to conduct business in the State of
California. Seller has the legal power, right and authority to enter into this
Agreement and the instruments to be executed by Seller pursuant to this
Agreement and to consummate the transactions contemplated hereby.

       

      b.           All
requisite action has been taken by Seller in connection with Seller’s execution
of this Agreement, the instruments to be executed by Seller pursuant to this
Agreement and the consummation of the transactions contemplated
hereby.

       

      c.           The
individuals executing this Agreement and the instruments to be executed by
Seller pursuant to this Agreement on behalf of Seller have the legal power,
right and actual authority to bind Seller to the terms and conditions of this
Agreement and such instruments.

       

      d.           Neither
the execution and delivery of this Agreement and the documents referenced
herein, nor the undertaking of the obligations set forth herein, nor the
consummation of the transactions herein contemplated, nor compliance with the
terms of this Agreement or the documents referenced herein conflict with or
result in the material breach of any terms, conditions or provisions of, or
constitute a default under, any bond, note or other evidence of indebtedness or
any contract, indenture, mortgage, deed of trust, loan, partnership agreement,
lease or other agreement or instrument to which Seller is a party.

       

      
        
          
          

        

        
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      e.           To
Seller’s knowledge, there is not pending or threatened in writing, from any
federal, state, county or local Governmental Authority, any notice, suit,
judgment, condemnation or similar proceeding or special assessment relating to
any violation of any statute, ordinance, law or code with respect to the
Property.  Seller has no knowledge of any violation, condition, or any
action which with the passing of time or giving of notice would be deemed a
violation of any applicable laws. To Seller’s knowledge, there are no other
pending or threatened actions affecting the Property brought by any other
party.

       

      f.           Except
for the Permitted Exceptions and except as expressly disclosed in this
Agreement, there are no leases or contracts entered into by Seller and, to
Seller’s knowledge, no lease or contracts entered into by any other party which
will be enforceable against Buyer following the Close of Escrow. To the extent
that any leases, agreements, covenants, restrictions or easements will affect
the Property following the Close of Escrow, to Seller’s knowledge, Seller is not
in default thereof and would not be in default but for the passage of
time.

       

      g.           The
Property Information Materials provided by Seller are true, correct and complete
copies thereof and there are no other documents or instruments in the possession
or control of Seller that Seller believes could materially and adversely affect
ownership and development of the Lots with residences and/or the marketing and
sale of such residences. To Seller’s knowledge, the Property Information
Materials do not contain any material inaccuracy or any material omission which
would render such Property Information Materials materially
misleading.

       

      h.           Neither
Seller nor, to Seller’s knowledge, any previous owner of the Property or any
other person or entity has ever caused or knowingly authorized the use,
presence, placement, generation, transportation, storage, release, treatment or
disposal on, under, or about the Land of any Hazardous Substance, and Seller has
not received any notice from any governmental authority stating or indicating
the existence or occurrence of any of the foregoing. To Seller’s knowledge: (i)
there presently is not any Hazardous Substances or above- or below-ground
storage tanks on the Land; (ii) Seller has not received any notification from
any governmental entity or agency regarding any alleged non-compliance of the
Land with applicable laws and/or regulations relating to Hazardous Substances;
and (iii) there is no pending or threatened litigation, proceedings or
investigations before any governmental entity or agency in which the presence,
placement, generation, transportation, storage, release, treatment or disposal
of any Hazardous Substance on or in the Property has been alleged (but Buyer
acknowledges that the Land is an uncontrolled site).

       

      i.           As
of the Close of Escrow, there shall be no contractor invoices for construction
work on the Property undertaken by Seller or on Seller’s behalf that are due,
owing, unpaid and/or disputed. To Seller’s knowledge, as of the Close of Escrow,
there will be no unpaid charges, debts, liabilities, claims, or obligations
arising from the construction, ownership, use, or operation of the Property by
Seller.

       

      j.           Seller,
without investigation, is not aware of any special circumstance or requirements
not reasonably anticipated or ascertainable by Buyer through its investigation
of the Property (including without limitation, inquiries to City/County planning
and building department representatives), which would defeat, materially
increase the cost or substantially delay the ability of Buyer to obtain building
permits or certificates of occupancy for all of the Lots.

       

      
        
          
          

        

        
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      For
purposes of this Section 7, “Seller’s
knowledge” shall refer to the actual, personal knowledge of Tim McSunas
and Brian Rupp , without any duty of inquiry or investigation. In the event a
representation or warranty of Seller as stated above is true as of the Effective
Date, but due to the occurrence of a change in circumstances of which Seller
actually becomes aware between the Effective Date and the Close of Escrow,
cannot be stated truthfully by Seller in all material respects upon the Close of
Escrow, Seller shall not be in breach of this Agreement by reason thereof,
provided Seller promptly after learning of the same and prior to the Close of
Escrow, notifies Buyer in writing of such change in circumstances, which notice
includes a reasonably detained description of such change, and further provided
that Seller uses good faith efforts to make such representations or warranties
true and correct on the Closing Date, but Seller shall not be required to expend
monies (other than minor, out-of-pocket costs) unless Seller has intentionally
caused such representation or warranty to become materially untrue. In such
event, Buyer shall have the right, by written notice to Seller and Escrow Holder
within three (3) business days of learning of such changed circumstance, to
either (x) waive in writing such changed circumstances (which shall be deemed
given if Buyer authorizes Escrow Holder to close Escrow) and proceed to close
Escrow with Seller’s relevant representation or warranty deemed qualified to
apply except for the changed circumstances, or (y) deem such change in
circumstances a failure of a condition precedent to Buyer’s obligation to
purchase the Property and terminate this Agreement, in which event the Deposit
shall be returned to Buyer and the termination provisions of Section 12 below
shall apply. Notwithstanding the foregoing, if a representation or warranty of
Seller becomes untrue in any material way due to the intentional actions of
Seller or its members, managers, employees, affiliates or authorized agents, and
(i) Escrow closes and Buyer does not have actual knowledge that the
representation is untrue until after the Close of Escrow, then Seller shall be
in breach of this Agreement and, in addition to all other rights and remedies
available, Buyer may seek specific performance from Seller or recover from
Seller any actual damages, excluding consequential damages, sustained by Buyer
by reason of such material misrepresentation, or (ii) Buyer obtains actual
knowledge of the material misrepresentation prior to the Close of Escrow, then
Buyer may either (aa) if the action or condition resulting in the material
breach of the representation can be remediated so as to make the representation
true within sixty (60) days of the scheduled Close of Escrow, Buyer shall have
the right to extend the Close of Escrow by up to sixty (60) days until such
remediation is completed, and Seller shall have the obligation to use its best
efforts to cause such remediation to occur, or (bb) Buyer shall have the right
to terminate the Agreement, receive a return of the Deposit, and also obtain
reimbursement from Seller for all of Buyer’s actually incurred, third party
out-of-pocket costs associated with this Agreement and/or Buyer’s due diligence
efforts with respect to the Property in an aggregate amount not exceeding Fifty
Thousand Dollars ($50,000.00) (“Transaction
Costs”). If subclause (aa) above is elected and the cure does not occur
within the sixty (60) day period, then subclause (bb) above shall become
applicable upon the expiration of the sixty (60) day period.

       

      Seller’s
representations and warranties set forth in this Section 7 constitute
the sole representations and warranties of Seller regarding Seller and the
Property.

       

      8.           Buyer’s
Representations, Warranties and Covenants. Buyer
hereby represents and warrants to Seller, which representations and warranties
shall be true and correct as of the Effective Date and as of the date of the
Close of Escrow, and, subject to Section 31 hereof,
shall survive the Close of Escrow, as follows:

       

      a.           Buyer
is a corporation duly organized, validly existing and in good standing under
California law. Subject to Section 39 below,
Buyer has the legal power, right and authority to enter into this Agreement and
the instruments to be executed by Buyer pursuant to this Agreement and to
consummate the transactions contemplated hereby.

       

      b.           Subject
to Section 39
below, all requisite action has been taken by Buyer in connection with Buyer’s
execution of this Agreement (but not approval of the Property), the instruments
to be executed by Buyer pursuant to this Agreement, and the consummation of the
transactions contemplated hereby.

       

      
        
          
          

        

        
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      c.           Subject
to Section 39
below, the individuals executing this Agreement and the instruments to be
executed by Buyer pursuant to this Agreement on behalf of Buyer have the legal
power, right and actual authority to bind Buyer to the terms and conditions of
this Agreement and such instruments.

       

      d.           Neither
the execution and delivery of this Agreement and the documents referenced
herein, nor the undertaking of the obligations set forth herein, nor the
consummation of the transactions herein contemplated, nor compliance with the
terms of this Agreement or the documents referenced herein conflict with or
result in the material breach of any terms, conditions or provisions of, or
constitute a default under, any bond, note or other evidence of indebtedness or
any contract, indenture, mortgage, deed of trust, loan, partnership agreement,
lease or other agreement or instrument to which Buyer is a party.

       

      Buyer’s
representations and warranties set forth in this Section 7 constitute
the sole representations and warranties of Buyer regarding Buyer.

       

      9.           Title
Insurance.  It shall be a condition to the Close of Escrow for
Buyer’s benefit that the Title Company shall have unconditionally committed to
issue to Buyer an ALTA standard coverage owner’s policy of title insurance
together with a mechanics’ lien endorsement and deletion of any exception for
third party rights of possession (the “Title
Policy”) in the amount of the Purchase Price, insuring fee simple title
to the Land and right of access thereto vested in Buyer free and clear of all
liens and encumbrances other than the Permitted Exceptions. Buyer, at Buyer’s
sole option so long as the Close of Escrow is not thereby delayed and not as a
condition to the Close of Escrow, may elect to obtain an ALTA extended coverage
Title Policy. In such event, Seller shall pay for the standard coverage portion
of the premium for the Title Policy and the cost of any curative endorsements
Seller has agreed to provide, and Buyer shall pay the portion of the cost of the
Title Policy attributable to extended coverage, including the cost of any Buyer
Requested Title Endorsements.

       

      10.         Conditions
to Close of Escrow.

       

      a.           Buyer’s
obligation to purchase the Property and close Escrow is subject to and
conditioned upon the satisfaction of the following conditions on or before the
Close of Escrow:

       

      i.           The
Title Company shall be committed to issue the Title Policy to Buyer in
accordance with the requirements of Section 9
above;

       

      ii.           The
physical condition of the Property shall not have changed in any material,
adverse manner between the end of the Due Diligence Period and the Close of
Escrow;

       

      iii.           The
representations and warranties of Seller under Section 7 above shall
be true and correct on the Closing Date, and Seller shall not be in material
breach of any such representation or warranty given by Seller;

       

      iv.           Seller
shall not otherwise be in default in the performance of any of its material
obligations under this Agreement;

       

      v.           No
condemnation of all or any portion of the Property shall have occurred or been
threatened. If Buyer waives this condition, Seller shall assign to Buyer all of
Seller’s rights to any condemnation proceeds at the Close of Escrow;
and

       

      vi.           There
shall be no special circumstance or requirements not reasonably anticipated or
ascertainable by Buyer through its investigation of the Property during the Due
Diligence Period (including without limitation, inquiries to City/County
planning and building department representatives), which would defeat,
materially increase the cost of or substantially delay the ability of Buyer to
obtain building permits or certificates of occupancy for all of the
Lots.

       

      
        
          
          

        

        
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      vii.           Seller,
by recorded assignment executed by Lennar Homes of California, Inc. or MS Rialto
Wasson Canyon CA, LLC has become the successor “Declarant” to Lennar Homes of
California Inc. or MS Rialto Wasson Canyon CA, LLC pursuant to Section 1.1.11 of
that certain Declaration of
Covenants, Conditions and Restrictions and Reservation of Easement for Rosetta
Hills (Item No. 78 of Schedule B of the Title Report). If Seller is not
able to satisfy the foregoing condition by January 14, 2010,
Buyer shall have the right, by written notice delivered to Seller on the earlier
to occur of January
14, 2010, or on a date which is not later than five (5) business days
from the date that Seller notifies Buyer in writing that Seller does not believe
it will be in a position to satisfy this condition by then scheduled Close of
Escrow, to extend the Closing Date up to six (6) months to allow additional time
for Seller to cause this condition to be satisfied.

       

      b.           Seller’s
obligation to sell the Property and close the Escrow is subject to and
conditioned upon the satisfaction of the following conditions on or before the
Close of Escrow:

       

      i.           The
representations and warranties of Buyer under Section 8 above shall
be true and correct on the Closing Date, and Buyer shall not be in material
breach of any such representation or warranty given by Buyer;

       

      ii.           Buyer
shall have deposited into the Escrow all funds required to pay the Purchase
Price and Buyer’s share of pro-rations and closing costs;

       

      iii.           Seller
shall have obtained a Full Reconveyance with respect to Schedule B, Exception
Item No. 83 of the Title Report, and a recordable release/termination from
Lennar with respect to Schedule B, Exception Item No. 84 of the Title Report
(collectively, the “Lennar Release
Documents”). Seller agrees to post the Bonds (as defined below) with the
City and County (as applicable) and otherwise use good faith, commercially
reasonable efforts to obtain the Lennar Release Documents prior to the Close of
Escrow; if Seller is unable to obtain the Lennar Release Documents by the date
that is one (1) business day prior to the Closing Date, then the Closing Date
shall be extended until three (3) business days after Seller obtains the Lennar
Release Documents and deposits same in Escrow, but if the Lennar Release
Documents cannot be obtained by Seller on or before six (6) months after the
scheduled Closing Date, then either party may upon written notice to the other
party and to Escrow Holder terminate this Agreement, in which event Buyer shall
be entitled to the return of its Deposit and Seller shall reimburse Buyer for
Buyer’s Transaction Costs.

       

      iv.           Seller,
by recorded assignment executed by Lennar Homes of California, Inc. or MS Rialto
Wasson Canyon CA, LLC has become the successor “Declarant” to Lennar Homes of
California Inc. or MS Rialto Wasson Canyon CA, LLC pursuant to Section 1.1.11 of
that certain Declaration of
Covenants, Conditions and Restrictions and Reservation of Easement for Rosetta
Hills (Item No. 78 of Schedule B of the Title Report) (the “Rosetta Hills
Declaration”). Seller shall make good faith, commercially reasonable
efforts to obtain such status for itself.

       

      v.           Buyer
shall not be in default of any other material obligation of Buyer under this
Agreement.

       

      11.          Deliveries
to Escrow Holder.

       

      a.           Seller
shall execute and deliver or cause to be delivered to Escrow Holder by 5:00
P.M.  on the last business day before the Closing Date the following
instruments, and documents:

       

      
        
          
          

        

        
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      i.           The
Grant Deed, in recordable form, duly executed and acknowledged by
Seller;

       

      ii.           a
Certification of Non-Foreign
Status (the “Certification”),  in
the form attached hereto as Exhibit
“C”, and a California Form 593-C;

       

      iii.           A
Profits Participation
Agreement, in the form attached hereto as Exhibit
“D” (the “PPA”);

       

      iv.           An
Assignment of Restrictive
Covenants, in the form attached hereto as Exhibit
“E” (the “Assignment of
Restrictive Covenants”) (provided Seller obtains a similar assignment
from Lennar Homes of California, Inc. or MS Rialto Wasson Canyon CA, LLC, as the
previous “Declarant” under the Rosetta Hills Declaration);

       

      v.           any
other instruments and documents which Seller is obligated to execute and deliver
into the Escrow under this Agreement.

       

      b.           Buyer
shall execute (and have notarized where appropriate) and deliver or cause to be
delivered to Escrow Holder on or before the Closing Date the
following:

       

      i.           all
sums that Buyer is required to deliver to Escrow Holder pursuant to Section 3.d to close
the Escrow; and

       

      ii.           any
other instruments and documents which Buyer is obligated to execute and deliver
into the Escrow under this Agreement.

       

      c.           Joint
Deliveries.  By 5:00 P.M.  on the last business day
before the Closing Date, Buyer and Seller shall execute, acknowledge where
required, complete required insertions, and jointly deposit into Escrow the
following documents.  When necessary or convenient, the parties may
separately deposit into Escrow counterpart originals of these documents in which
case Escrow Holder shall detach the signature and acknowledgment pages from one
set of such counterparts and attach them to the other set of counterparts to
create fully executed originals.

       

      i.           a
General Assignment in the form attached hereto as Exhibit
“F” (the “Assignment”);

       

      ii.           if
applicable, an assignment and assumption of Encroachment Permit as provided I in
Section 37
below); and

       

      iii.           An
Assignment and Assumption of Continuing Disclosure Agreement in  the
form of Exhibit
“G” attached hereto (the “CDA
Assumption”).

       

      12.          Termination.  Whenever
(i) a party has the right to terminate this Agreement pursuant to an express
provision of this Agreement, and notifies the other party of its election to
terminate the Agreement, or (ii) this Agreement automatically terminates
pursuant to an express provision of this Agreement, then:

       

      a.           This
Agreement, the Escrow and the rights and obligations of Buyer and Seller under
this Agreement shall terminate except as otherwise expressly provided in this
Agreement;

       

      
        
          
          

        

        
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      b.           If
neither Buyer nor Seller are in breach of this Agreement, each party shall be
responsible to pay one-half of any cancellation charges payable to Escrow Holder
and the Title Company; otherwise the breaching party shall be responsible for
all such cancellation charges;

       

      c.           Escrow
Holder shall promptly return to Seller and Buyer all documents deposited by them
into the Escrow, respectively;

       

      d.           Unless
Seller is in default, Buyer and/or Buyer’s Representatives (as hereinafter
defined) shall promptly deliver to Seller all originals and copies of all third
party reports and studies obtained by Buyer and/or Buyer’s Representatives
(without warranty as to accuracy or completeness and subject to the rights of
third party consultants preparing such reports), except to that portion of such
information already in the public domain (e.g., title reports, matters of public
record, filings with public agencies) and excluding all environmental reports or
documents and any other confidential, proprietary or privileged
information;

       

      e.           If
Buyer is entitled to the return of the First Deposit (and if made, the Second
Deposit) (i.e., Buyer terminates this transaction due to a breach or default by
Seller of this Agreement, due to the failure of a condition precedent to Buyer’s
obligation to purchase the Property as specified in Section 10.a above or
as otherwise provided in this Agreement), then Escrow Holder shall immediately
release the First Deposit (and, if made, the Second Deposit) to Buyer (less
one-half of any escrow cancellation charges, if applicable); and

       

      f.           If
Buyer is not entitled to the return of the First Deposit (and if made, the
Second Deposit), then, if holding the First and/or Second Deposit, Escrow Holder
shall release the First Deposit (and if made, the Second Deposit) to
Seller.

       

      13.          Costs and
Expenses. The
premium for the Title Policy shall be paid in accordance with the provisions of
Section 9
above. The escrow fees of Escrow Holder shall be shared equally by Seller and
Buyer.  Seller shall pay all documentary transfer taxes payable with
the recordation of the Grant Deed. Buyer and Seller shall pay, respectively,
Escrow Holder’s customary charges to buyers and sellers for document drafting,
recording and miscellaneous charges. Buyer and Seller shall each pay their own
legal and professional fees and fees of other consultants incurred in connection
with this transaction. All other costs and expenses shall be allocated equally
between Buyer and Seller, except the costs of performing the obligations of each
party to this Agreement, which costs shall be borne solely by the party
incurring such costs. The provisions of this Section 13 shall
survive the Close of Escrow or a termination of this Agreement.

       

      14.          Pro-rations
and Credits.

       

      a.           Real
property taxes, special taxes  and assessments with respect to the
Land based upon the latest available tax information shall be pro-rated such
that Seller shall be responsible for all such taxes and assessments levied
against the portion of Land owned by such entity to and including the day prior
to the Close of Escrow and Buyer shall be responsible for all such taxes and
assessments levied against the Land from and after the date of the Close of
Escrow.

       

      b.           As
soon as reasonably practicable after the Close of Escrow, (i) if any errors or
omissions are made regarding adjustments and pro-rations as set forth above, the
parties shall make the appropriate corrections promptly upon the discovery
thereof, and (ii) if any estimates are made at the Close of Escrow regarding
adjustments or pro-rations, the parties shall make the appropriate corrections
promptly when accurate information becomes available. Any refunds from the
County tax collector attributable to reduced real property assessments
commencing as of the Close of Escrow shall be the property of
Buyer.  The provisions of this Section 14.b shall
survive the Close of Escrow.

       

      
        
          
          

        

        
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      15.          Disbursements
and Other Actions by Escrow Holder. Upon
the Close of Escrow, Escrow Holder shall promptly undertake all of the following
in the manner indicated:

       

      a.           Escrow
Holder shall next cause the Grant Deed to be recorded in the Official Records of
the County, together with any other documents that the parties hereto may
mutually direct.

       

      b.           Escrow
Holder shall hold and/or disburse all funds deposited with Escrow Holder by
Buyer as follows:

       

      i.           Deduct
(and disburse) all items chargeable to the account of Buyer pursuant
hereto;

       

      ii.           Deduct
(and disburse or credit to Buyer where appropriate) all items chargeable to the
account of Seller pursuant hereto (including, without limitation, any credits
and/or reimbursements to which Buyer is entitled where expressly provided in
this Agreement); and

       

      iii.           Refund
to Buyer any excess funds deposited by Buyer.

       

      c.           Escrow
Holder shall direct the Title Company to issue the Title Policy to
Buyer.

       

      d.           Escrow
Holder shall deliver to Buyer and Seller,
originals of the executed counterparts of the documents and instruments
deposited by the parties pursuant to Section 11 hereof
that are not recorded, and conformed copies of all recorded documents; to Buyer only, the
original of the Certification and the original California Form
593-C.

       

      e.           Escrow
Holder shall deliver to Buyer and Seller duplicate originals or copies (as the
case may be) of all documents delivered by Escrow Holder to Buyer at the Close
of Escrow.

       

      f.           Escrow
Holder shall provide Buyer and Seller with a closing statement covering the sale
of the Property to Buyer.

       

      16.          Default.

       

      a.           By Buyer. IN THE
EVENT BUYER DELIVERS ITS NOTICE OF SUITABILITY AND THE TRANSACTION CONTEMPLATED
BY THIS AGREEMENT DOES NOT CLOSE SOLELY DUE TO THE DEFAULT OF BUYER, THEN
SELLER’S RETENTION OF THE DEPOSIT SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY
UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, FOR SUCH DEFAULT, SUBJECT TO THE
PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE A TERMINATION OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING
IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT SELLER’S RIGHTS OR DAMAGES UNDER
ANY INDEMNITIES GIVEN BY BUYER TO SELLER UNDER THIS AGREEMENT. SELLER AND BUYER
HAVE DISCUSSED THE POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE ESCROW
FAILS TO CLOSE AS A RESULT OF BUYER’S DEFAULT.  SELLER AND BUYER HAVE
DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT
TO FIX THE ACTUAL DAMAGES TO SELLER OCCURRING IN THE EVENT OF BUYER’S DEFAULT
UNDER THIS AGREEMENT. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL
ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE
EVENT OF BUYER’S NONPERFORMANCE OF ANY OBLIGATION HEREUNDER, HEREBY AGREE THAT A
REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO THE DEPOSIT, AND IN
THE EVENT THIS TRANSACTION FAILS TO CLOSE DUE TO BUYER’S DEFAULT UNDER THIS
AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS FULLY
AGREED LIQUIDATED DAMAGES.  SELLER WAIVES ANY AND ALL RIGHT AT LAW OR
IN EQUITY TO SEEK OTHER RIGHTS OR REMEDIES AGAINST BUYER, INCLUDING, WITHOUT
LIMITATION, SPECIFIC PERFORMANCE AND ANY RIGHTS SELLER MAY HAVE PURSUANT TO
SECTION 1680 OR SECTION 3389 OF THE CALIFORNIA CIVIL CODE. THE PAYMENT AND
RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE
OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369,
BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON ANY SUCH BREACH OR
DEFAULT BY BUYER HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY
SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER,
EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH LIQUIDATED DAMAGES, AND EXCEPT AS
EXPRESSLY PROVIDED ABOVE. THE PARTIES AGREE THAT, UNDER THE CIRCUMSTANCES OF
THIS TRANSACTION AND THE MARKETPLACE AT THE TIME HEREOF, THIS LIQUIDATED DAMAGES
PROVISION IS REASONABLE AND IN ACCORDANCE WITH CALIFORNIA CIVIL CODE SECTION
1671.

       

      
        
          
          

        

        
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                            /s/ WAS

                          	 
      	
                            /s/ SF

                          	 
	 
      	
                            SELLER’S
      INITIALS

                          	
                              

                          	
                            BUYER’S
      INITIALS

                          	 


                  

                

              

            

          

        

      

       

      b.           By
Seller.

       

      i.           For
any Seller default occurring prior to the Close of Escrow other than a breach of
a warranty by Seller, Buyer may elect either to: (1) bring and maintain an
action for specific performance, in which case Buyer shall file and serve such
action on Seller within sixty (60) days of the first to occur of the scheduled
Closing Date or the date Buyer learns of the Seller Default, or (2) terminate
this Agreement and Escrow, receive a refund of the First Deposit (and, if made
the Second Deposit); and Buyer waives its right to seek any other damages of any
type or any other remedy against Seller or any other Indemnitee in connection
with such Seller Default. Notwithstanding the foregoing, only if specific
performance is not legally available as determined by a court of law or by
judicial reference as provided in this Agreement, Buyer may instead pursue any
other remedy available except consequential damages.

       

      ii.           For
Seller’s breach of one or more of its representation and/or warranties made in
Section 7 above
as of the Close of Escrow, the provisions of Section 7 above shall
control.

       

      c.           No Limitation. In no
event shall this Section 16 limit
Buyer’s rights to recover the Transaction Costs as provided in this Agreement or
either party’s rights against the other in connection with any of the following:
(i) Section 19
(Brokers), or (ii) Section 25
(Professional Fees).

       

      d.           Limitation on
Damages. In no event shall either party be liable for any speculative,
consequential or punitive damages.

       

      e.           Notice and Cure. Each
party shall have two (2) business days to cure such default prior to the
exercise of any remedy provided in this Agreement and the Closing Date will be
extended if necessary during such cure period. Under no circumstances shall
Seller be obligated to notify Buyer of Buyer’s failure to deliver any notice,
document or deposit any sum of money into Escrow necessary to close
Escrow.

       

      
        
          
          

        

        
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      17.          Entry-Related
Insurance Requirements. The
following shall constitute the “Required
Insurance Coverage” of a party under the stated
circumstance:

       

      a.           Prior
to the entry on the Property during the term of this Agreement by Buyer or its
employees, contractors or agents, Buyer shall deliver to Seller a certificate or
certificates showing that (i) Buyer, or Buyer’s contractors and/or consultants
performing investigative work on the Land, has in force a policy of
comprehensive or commercial public liability insurance with liability coverage
of at least Two Million and No/100 Dollars ($2,000,000) per occurrence for
bodily injury and property damage, insuring Seller as additional
insured.

       

      b.           The
foregoing insurance coverage shall be on an “occurrence form.”

       

      18.          Right of
Entry.

       

      a.           Buyer
and Buyer’s agents, representatives, consultants, contractors and subcontractors
(collectively, “Buyer’s
Representatives”)
shall have the right to enter upon the Land at all reasonable times during the
term of this Agreement, in order to conduct such further investigations, tests
and studies as Buyer shall reasonably deem necessary (the “Investigations”), so long as such activities
do not unreasonably damage the Land. Prior to entry onto the Land, Buyer shall
deliver to Seller a certificate or certificates evidencing that the Required
Insurance Coverage specified in Section 17 above has
been obtained and is in effect. Buyer shall keep the Land free and clear of any
mechanic’s liens or materialmen’s liens arising out of any such activities (and
at Buyer’s sole expense, Buyer shall promptly discharge of record or bond around
any such liens or encumbrances that are so filed or recorded, including, without
limitation, liens for services, labor or materials furnished in connection with
the activities of Buyer or Buyer’s Representatives on the Property). Further,
Buyer hereby indemnifies and holds Seller harmless from and against any and all
claims, demands, causes of action, losses, costs, liabilities and/or expenses
(including, without limitation, attorneys’ fees and disbursements) to the extent
caused by Buyer or Buyer’s Representatives in connection with any Investigations
or other activities of Buyer or Buyer’s Representatives taken with respect to
the Land and/or any liens or encumbrances filed or recorded against the Property
as a result thereof; provided, however, that notwithstanding the foregoing, in
no event shall Buyer be responsible for any environmental conditions existing on
the Land and discovered by (but not caused by) Buyer during the course of
Buyer’s investigation of the Land, any other pre-existing conditions or any acts
or omissions of Seller or Seller’s Related Parties. The foregoing obligation
shall survive the Close of Escrow or termination of this Agreement.

       

      b.           During
the term of this Agreement, Buyer shall:

       

      i.           provided
that Seller has given approval for invasive testing, promptly repair any damage
to the Land resulting from Buyer’s Investigations and replace, refill and
re-grade any holes made by Buyer in, or Buyer’s excavations of, any portion of
the Property used for such Investigations so that any damage to the Land caused
by Buyer’s Investigations shall be substantially repaired;

       

      ii.           fully
comply with all laws applicable to the Investigations and all other activities
by Buyer undertaken in connection therewith;

       

      iii.           give
Seller reasonable advance notice so that Seller can arrange to have a
representative present during all Investigations undertaken
hereunder;

       

      iv.           take
all actions and implement protections reasonably necessary to ensure that the
Investigations and the equipment, materials, and substances generated, used or
brought onto the Land in connection with the Investigations pose no material
threat to the safety or health of persons or the environment and to minimize any
damage to the Land or other property of Seller or other persons.

       

      
        
          
          

        

        
          Page
15

          
            

          

        

        
          
          

        

      

       

      The
foregoing obligations shall survive a termination of this
Agreement.

       

      c.           Without
limiting the foregoing, in no event shall Buyer, without the prior written
consent of Seller, which shall not be unreasonably withheld, conditioned or
delayed, make any invasive physical testing (environmental, geo-technical or
otherwise) on the Land.

       

      19.           Brokers. Buyer
and Seller each represent, warrant and covenant to the other that other than
Province West (Dan McDonough) whose commission shall be paid by Buyer pursuant
to a separate agreement between Buyer and Province West, no fees or commissions
are due or owing to any finders or brokers as a result of this transaction. In
the event of any claim for brokers’ for finders’ fees or commissions in
connection with the negotiations, execution or consummation of this Agreement or
the purchase and sale of the Property, then Buyer shall indemnify, save harmless
and defend Seller from and against any such claim based upon any alleged
statement, representation or agreement by Buyer, and Seller shall indemnify,
save harmless and defend Buyer from and against any such claim based upon any
alleged statement, representation or agreement by Seller. The provisions of this
Section shall survive the Close of Escrow.

       

      20.           Assignment. Neither
party may assign or transfer its rights or obligations under this Agreement
without the prior written consent of the other party, which consent may be
withheld by the other party in its sole and absolute discretion, and which may
be conditioned upon such terms and conditions as such other party may require,
in its sole and absolute discretion. Notwithstanding the foregoing, Buyer shall
have the right to assign its interest under this Agreement without Seller’s
consent, upon written notice delivered to Seller and Escrow Holder not later
than January 7,
2010, which notice shall include the complete legal name of the assignee
and a completed signature block form, (a) to a general or limited
partnership, provided that either (i) the party comprising the original
Buyer hereunder is one of the general partners of such partnership, (ii) an
entity in which D.R. Horton, individually, has at least a 51% ownership interest
in one of the general partners of such partnership or (iii) any other
entity in which D.R. Horton, individually, or D.R. Horton, Inc., has at least a
51% ownership interest directly or indirectly, in one of the general partners,
or (b) an entity that is an affiliate of Buyer (as “affiliate” is defined in the rules and
regulations of the Securities and Exchange Commission), or (c) a limited
liability company in which the original Buyer or an affiliate is a managing
member (collectively, “Related
Entities”) or
(d) in connection with a land banking arrangement. Any permitted assignment
shall specifically provide that in either instance the assignee unqualifiedly
and fully assumes all the obligations of Buyer (including all post-closing
obligations of Buyer as set forth in this Agreement) for the express benefit of
Seller. Notwithstanding and without limiting the foregoing, no assignment of
this Agreement shall release the original Buyer hereunder and no consent given
by Seller to any transfer or assignment of Buyer’s rights or obligations
hereunder shall be deemed to constitute a consent to any other transfer or
assignment of Buyer’s rights or obligations hereunder and no transfer or
assignment in violation of the provisions hereof shall be valid or
enforceable.  Subject to the foregoing, this Agreement and the terms
and provisions hereof shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto.

       

      21.           Notices. All
notices or other communications required or permitted hereunder shall be in
writing and personally delivered or sent by registered or certified mail,
postage prepaid, return receipt requested, delivered or sent by fax or reputable
overnight courier (such as Federal Express) and shall be deemed received upon
the earlier of (i) if personally delivered, the date of delivery to the address
of the person to receive notice, (ii) if mailed, three (3) business days after
the date of posting by the United States post office, (iii) if given by fax,
when sent, or (iv) if sent by reputable overnight courier (such as Federal
Express), one (1) business day after deposit with the overnight delivery
service. Any notice, request, demand, direction or other communication sent by
fax must be confirmed within forty-eight (48) hours by letter mailed or
delivered in accordance with the foregoing. Notice given by e-mail shall only be
effective upon receipt of a written response from the recipient. The addresses
of Buyer, Seller and Escrow Holder are as follows:

       

      
        
          
          

        

        
          Page
16

          
            

          

        

        
          
          

        

      

       

      
        	
                To
      Seller:

              	
                SPT-Lake
      Elsinore Holding Co., LLC

                c/o
      Shopoff Advisors, L.P.

                8951
      Research Drive

                Irvine,
      California  92618

                Attention:          Mr.
      Tim McSunas

                Telephone:        (949)
      417-9945

                Facsimile:           (949)
      417-1399

                Email:                tmcsunas@shopoff.com

              
	 
      	 
      
	
                With
      a copy to:

              	
                Gromet
      & Associates

                114
      Pacifica, Suite 250

                Irvine,
      California  92618

                Attention:           Stevan
      J. Gromet, Esq.

                Telephone:         (949)
      261-1110

                Facsimile:          (949)
      261-1818

                Email:                sjgromet@grometlaw.com

              
	 
      	 
      
	
                To
      Buyer:

              	
                D.R.
      Horton Los Angeles Holding Company, Inc.

                2280
      Wardlow Circle, Suite 100

                Corona,
      California  92880

                Attention:           Stephen
      Fitzpatrick and John Scull

                Telephone:         (951)
      272-9000

                Facsimile:           (951)
      272-9797

                Email:                 sfitzpatrick@drhorton.com;
      JLScull@drhorton.com

              
	 
      	 
      
	
                With
      copies to:

              	
                D.
      R. Horton, America’s Builder

                600
      S. Victoria Ave., Suite 200

                Oxnard,
      CA  93035

                Attn.:
      Christopher J. Chambers and William E. Mayer, Esq.

                Email:
      cchambers@drhorton.com; wemayer@drhorton.com

                Phone:
      805-382-9244; Fax 805-382-9245

                 

                D.
      R. Horton, Inc.

                301
      Commerce Street, Suite 500

                Fort
      Worth, TX  76102

                Attn:  Ted
      I. Harbour, Esq. and Mark Karnes, Esq.

                Email:
      Ted_Harbour@drhorton.com; mkarnes@drhorton.com

                Phone:
      817-390-8200; Fax 817-390-8249

                 

                Luce,
      Forward, Hamilton & Scripps LLP

                600
      West Broadway, Suite 2600

                San
      Diego, CA  92101

                Attn:  David
      M. Hymer, Esq.

                Phone/Fax:  619-
      699-2518

                Email:
      dhymer@luce.com

              
	 
      	 
      
	
                To
      Escrow Holder:

              	
                to
      the address given at the top of page 1
hereof

              


      

       

      
        
          
          

        

        
          Page
17

          
            

          

        

        
          
          

        

      

       

      Any
address for notice may be changed by providing ten (10) days’ prior written
notice in the manner provided above.

       

      22.           Required
Actions of Buyer and Seller. Buyer
and Seller shall execute all instruments and documents and take all other
actions that may be reasonably required in order to consummate the purchase and
sale herein contemplated, and shall use commercially reasonable efforts to
accomplish the Close of Escrow in accordance with the provisions hereof.
Following Buyer’s timely delivery of the Suitability Notice, Seller shall not
amend or modify any existing lease, entitlement, permit, approval, the SIAs, the
HOA Documents, document relating to the California Department of Real Estate,
contract or agreement to which it is a party which will affect the Property
following the Close of Escrow, without Buyer’s prior written consent, which
consent shall not be unreasonably withheld or delayed.

       

      23.           Partial
Invalidity. If any
term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Agreement or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each such term and provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by
law.

       

      24.           Waivers. No
failure or delay of either party in the exercise of any right or remedy given to
such party hereunder or the waiver by any party of any condition hereunder for
its benefit (unless the time specified in this Agreement for exercise of such
right or remedy has expired) shall constitute a waiver of any other or further
right or remedy nor shall any single or partial exercise of any right or remedy
preclude other or further exercise thereof or any other right or
remedy.  No waiver by either party of any breach hereunder or failure
or refusal by the other party to comply with its obligations hereunder shall be
deemed a waiver of any other or subsequent breach, failure or refusal to so
comply.

       

      25.           Professional
Fees. In the
event of the bringing of any judicial reference proceeding, action or suit by
either party against the other by reason of any breach of any of the covenants,
representations or warranties of the other party under this Agreement or
otherwise concerning any provision of this Agreement or the rights and duties of
any party under this Agreement, the prevailing party shall be entitled to have
and recover from the other party all costs and expenses of the judicial
reference proceeding, action or suit, including, without limitation, actual
attorneys’ fees and costs, accounting and engineering fees, and other
professional fees resulting therefrom. For the purposes of this Section,
attorneys’ fees shall include, without limitation, fees incurred in the
following: (1) post-judgment motions; (2) contempt proceedings; (3) garnishment,
levy, and debtor and third party examinations; (4) discovery; (5) any appeals;
and (6) bankruptcy proceedings.  This Section is intended to be
expressly severable from the other provisions of this Agreement, is intended to
survive any judgment and is not to be deemed merged into the
judgment.

       

      26.           Entire
Agreement; Amendment. This
Agreement (including all recitals, exhibits and schedules attached hereto), and
the [insert reference to separate access/indemnity agreement to be
provided]  is the final expression of, and contains the entire
agreement between, the parties with respect to the subject matter hereof and
supersedes all prior understandings with respect thereto including without
limitation that certain Letter
of Intent, dated November 16, 2009.
This Agreement may not be modified, changed, or supplemented, nor may any
obligation hereunder be waived, except by written instrument signed by the party
to be charged, including Buyer’s corporate approval pursuant to Section 39. The
parties do not intend to confer any benefit hereunder on any person, firm or
corporation other than the parties hereto.

       

      27.           Time of
the Essence. Time is
of the essence with respect to each and every provision of this
Agreement.  Whenever any action must be taken (including the giving of
notice or the delivery of documents) under this Agreement during a certain
period of time (or by a particular date) that ends (or occurs) on a non-business
day, then such period (or date) shall be extended until the next succeeding
business day. As used herein, the term “business day” shall
mean any day, other than a Saturday or Sunday, on which commercial banks in the
State of California are not required or authorized to be closed for
business.

       

      
        
          
          

        

        
          Page
18

          
            

          

        

        
          
          

        

      

       

      28.           Construction
of Agreement.
Headings at the beginning of each section and subsection of this Agreement are
solely for the convenience of the parties and are not a part of this Agreement.
Whenever required by the context of this Agreement, the singular shall include
the plural and the masculine shall include the feminine and vice verse. This
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to sections and subsections are to sections and
subsections in this Agreement. All recitals, exhibits and schedules referred to
in this Agreement are attached and incorporated by this reference.

       

      29.           Third
Parties. Nothing
in this Agreement, whether expressed or implied, is intended to confer any
rights or remedies under or by reason of this Agreement upon any other person
other than the parties hereto and their respective permitted successors and
assigns, and any third parties expressly mentioned herein, nor, except to the
extent expressly stated herein, is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provision give any third parties any
right of subrogation or action over or against any party to this Agreement.
Except to the extent expressly provided for herein, this Agreement is not
intended to and does not create any third party beneficiary rights
whatsoever.  Nothing contained in this Agreement is intended to
create, nor shall it ever be construed to make, Seller and Buyer partners or
joint venturers.

       

      30.           Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same document.
In addition, if any party uses facsimile-transmitted signed documents, or signed
documents which have been electronically scanned and transmitted by email,
Escrow Holder and the other party are authorized to rely upon such documents as
if they bore original signatures.

       

      31.           Survival
of Obligations. All of
Buyer’s and Seller’s representations and warranties in this Agreement shall
survive the Close of Escrow and shall not be merged therein for a period of one
(1) year; covenants of the parties expressly stated to survive the Close of
Escrow or which are contemplated to be performed after the Close of Escrow shall
survive until the obligations in question are discharged. All other obligations
of Seller or Buyer not expressly stated to survive the Close of Escrow or not
stated in the exhibit documents to be delivered upon the Close of Escrow shall
be deemed discharged upon the Close of Escrow and the recordation of the Grant
Deed.

       

      
        
           


        

        
          Page
19

          
            

          

        

        
           


        

      


      32.          Order of
Reference. The
parties hereto agree that the State Courts located in Orange County, California
(“Court”)
shall have exclusive jurisdiction over any action or proceeding brought to
enforce or interpret any provision of this Agreement (“Action”),
and the parties hereby consent to the exercise of personal jurisdiction over
them by the Court for purposes of resolving the Action. Any party may file a
complaint with the Court, and in no other court, and any party may give the
other parties written notice of the notifying party’s intent to apply to the
Court to appoint a referee pursuant to the provisions of California Code of
Civil Procedure Section 638. Following the filing of the complaint and service
of the summons, such Action shall be referred promptly by the Court (a) upon
joint application of the parties, to a retired judge or justice with experience
in relevant real estate matters from the Orange County panel members of JAMS
(“JAMS”) stipulated by the parties
within five (5) business days of the delivery of the notifying party’s notice
described above; or (b) if the parties have not so stipulated, upon ex parte
application of any party, to any retired judge or justice with experience in
relevant real estate matters from such panel; to try all of the issues including
all pre-trial and post-trial hearings, motions and matters of any kind whether
of fact or of law and report a statement of decision thereon which shall stand
as a decision of the Court. Subject to the limitations set forth in this
Section, the referee shall have all the powers of a regular sitting Superior
Court judge including without limitation the power to impose sanctions and to
hold in contempt. The referee shall be the only trier of fact or law in the
reference proceeding, and shall have no authority to further refer any issues of
fact or law to any other party, without the mutual consent of all parties to the
judicial reference proceeding.  Discovery shall be permitted in
accordance with law and must be completed no later than ten (10) calendar days
prior to the date first set for trial. A court reporter at the trial may be
requested by any party. The trial must commence (i) within thirty (30) calendar
days of the date of appointment of the referee if the Close of Escrow has not
occurred at the time of the filing of a complaint, or (ii) within sixty (60)
calendar days if the filing of the complain occurs after the Close of Escrow.
Should JAMS, or a successor of JAMS, not be in existence at the time an Action
arises, the parties agree to jointly select in good faith an alternate
organization offering at that time services substantially similar to those now
offered by JAMS and, when so selected, such alternate organization shall be
substituted for JAMS wherever JAMS is referred to
herein.  Notwithstanding the foregoing, if prior to the selection of
the referee as provided herein, any provisional remedies are sought by any
party, such relief may be sought in the Superior Court of Orange County. The
decision of the referee shall be subject to appeal in the same manner as if the
Contract Dispute had been tried by the court. The fees and costs of the referee
in any judicial reference proceeding hereunder shall be paid by the
non-prevailing party in accordance with Section 25
above.

       

      33.          Governing
Law. The
parties expressly agree that this Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with the laws of the State of
California.  In the event of any dispute between Seller and Buyer, the
parties agree that Orange County, California shall be the venue for any
mediation, arbitration or litigation between the parties.

       

      34.          Subdivision
Improvement Agreements; Bonds and Cash Deposits.

       

      a.           As
of the Close of Escrow, Seller will have on deposit with the City a cash grading
security deposit in the amount of Fifty Six Thousand Dollars ($56,000.00) (the
“Grading
Security Deposit”) (also referenced in Exhibit
“H” attached hereto), and will be a signatory to a Grading and Erosion
Control Agreement (the “City Grading
Agreement”) with respect thereto.  At the Close of Escrow,
Seller will receive a credit in the amount of the Grading Security Deposit and
Seller agrees to assign its rights to the Grading Security Deposit to Buyer,
provided Seller obtains a written acknowledgment from the City recognizing Buyer
as having all rights associated with the Grading Security Deposit; if such
written acknowledgment is not obtained prior to the Close of Escrow, Escrow
Holder shall retain in Escrow from Seller’s proceeds of sale upon the Close of
Escrow an amount equal to the Grading Security Deposit, until such time that
Escrow Holder receives such written acknowledgment, upon receipt of which Escrow
Holder shall release the Grading Security Deposit to Seller. Buyer agrees to
diligently pursue entering into a replacement City Grading Agreement within
thirty (30) days after the later of the date Buyer receives such acknowledgement
from the City or the Close of Escrow, such as to cause Seller to be released
from liability thereunder upon approval by the City.

       

      b.           Prior
to the Close of Escrow, Seller shall have entered into one or more Subdivision
Improvement Agreements (the “SIA’s”)
with the City and County relating to the construction of certain in-tract
subdivision improvements, off-site improvements and, with respect to the common
area (lettered lots), landscape improvements (collectively, the “Improvements”),
and in support of the SIA’s, Seller agrees to post bonds (the “Bonds”)
with the City and County as more particularly described on Exhibit
“H” attached hereto. Seller has completed (or prior to the Close of
Escrow will complete) the Improvements that were not completed by the prior
owner and Seller is currently processing bond reductions to reduce the amount of
the Bonds. Upon acceptance of the bond reductions by the City and County, it is
anticipated that the bond amounts required to be posted with the City and County
will be equal to the amounts shown on Exhibit
“H” under the column title “New Amount”. If the bond reductions are not
accepted by the City prior to the Close of Escrow, then Seller will remain
obligated after the Close of Escrow to obtain such acceptance, which obligation
shall survive the Close of Escrow. With respect to the Bonds representing
off-site improvement bonds, a one-year maintenance period will run from the date
of acceptance by the City or County, as applicable. Seller will inform Buyer as
soon as County acceptance has occurred and the scheduled expiration date of the
1-year maintenance period under the SIA’s and will provide Buyer with reasonable
written evidence of the County’s acceptance thereof. Notwithstanding the
foregoing, Seller must post the Bonds with the City prior to the Close of Escrow
in a manner sufficient to obligate Lennar to deliver the Lennar Release
Documents.

      


      
        
          
             


          

          
            Page
21

            
              

            

          

          
             


          

        

      

      


      Except as
otherwise provided herein, Buyer’s approval of the Property shall be deemed
approval of all Improvements in their existing condition as of the Close of
Escrow, and Buyer shall use commercially reasonable efforts to execute, within
ninety (90) after the later of (i) the Close of Escrow or (ii) the date Seller
delivers to Buyer written evidence of the City’s and County’s acceptance of the
Improvements and the reduction of the Bonds to the “New
Amounts,”  (the “Reduction
Date”) new
Subdivision Improvement Agreements with the City and County, as appropriate, and
post new bonds or other financial undertakings in the “New Amount” with the City
and County, such as to cause a release of the Bonds. Buyer agrees to defend,
indemnify and hold Seller free and harmless from any and all costs, expenses and
liability actually incurred by Seller to the City or County due to Seller’s
Bonds being called upon after the Reduction Date.

       

      Buyer
agrees to submit to the City and County (as applicable) (i) an application to
replace the Bonds within fourteen (14) days after the Reduction
Date  Escrow, and (ii) any information or documents reasonably
requested by the City or County with respect to Buyer’s efforts to replace
Seller’s Bonds with its own bonds within five (5) business days after receipt of
such request. Buyer agrees to provide Seller will copies of each such submittal
prior to or concurrently with such submittal. If Seller’s Bonds are not
released/exonerated within ninety (90) days after the Reduction Date, and Buyer
has not met the submission/response timeframes set forth in this paragraph, then
for each day following the expiration of the ninety (90) day period until all of
Seller’s Bonds are released, Seller shall pay a per diem fee of Five Hundred
Dollars ($500.00) until the date that all of Seller’s Bonds are fully released
and exonerated.

       

      35.          Off-Site
Detention Basin. Upon
the Close of Escrow, Buyer shall assume responsibility for the maintenance and
repair of the temporary detention basin located at 3rd Street and Waterford
Street within Tentative Tract No. 35422 in the location depicted on Exhibit
“I”, until such time such responsibility is assumed by the Rosetta Hills
Community Association.

       

      36.          FASB
Disclosure. In
order to assist Buyer in complying with FASB Interpretation No. 46
(Consolidation of Variable Interest Entities), Seller shall complete the
information letter in the form attached hereto as Exhibit
“J” and shall deliver it to Buyer concurrently with the execution of this
Agreement by Seller.

       

      37.          Encroachment
Permit. Seller
and the City have entered into that certain Agreement for Long Term Encroachment
into the Public Right-Of-Way (the “Encroachment
Permit”), a copy
of which Seller has provided to Buyer.  Upon the Close of Escrow,
Seller and Buyer shall either, as determined by the City, mutually execute and
deliver to each other and to the City an assignment and assumption of the
Encroachment Permit, pursuant to which, effective as of the Close of Escrow,
Buyer shall assume Seller’s obligations arising after the Close of Escrow under
the Encroachment Permit, or, in the alternative, Buyer shall enter into a
replacement encroachment permit in form and content satisfactory to Buyer and
the City which will supersede and replace the existing Encroachment Permit. In
either event, Buyer shall either post the One Thousand Dollars ($1,000.00)
security required by the City as of the Close of Escrow, or in the alternative,
Escrow Holder shall credit Seller and debit Buyer in the amount of One Thousand
Dollars ($1,000.00) as reimbursement to Seller for the deposit, in which event
Buyer shall accrue to the right of reimbursement from the City with respect to
such deposit.

      


      
        
          
             


          

          
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22

            
              

            

          

          
             


          

        

      

      


      38.          Mitigation
Reporting. Seller
is in the process of finalizing certain mitigation work and has retained Michael
Brandman and Associates (“Brandman”)
to prepare a final re-vegetation mitigation report (the “Final Mitigation
Report”) on Lot A of the Property. Seller anticipates that the Final
Mitigation Report will be submitted to the California Department of Fish and
Game by December 31, 2009. It is anticipated that the California Department of
Fish and Game will inspect the re-vegetation of Lot A in the spring of 2010 for
final acceptance/approval. Seller, at Seller’s sole cost, shall retain all
responsibility for the completion of any further mitigation work and to cause
Brandman to prepare and submit the Final Mitigation Report to the California
Department of Fish and Game. In addition, Seller shall be responsible at
Seller’s sole cost and expense for the completion of resource agency permit
obligations for Tract No. 31792, including the creation of 0.39 acres of
off-site vernal pool areas. Prior to entry onto Lot A, Seller shall deliver to
Buyer, or cause Brandman to deliver to Buyer, a certificate or certificates
evidencing insurance of the same nature and with similar limits specified for
the Required Insurance Coverage applicable to Buyer in Section 17 above has
been obtained and is in effect for the benefit of Buyer, naming Buyer as an
additional insured. Seller shall not damage Lot A and shall not interfere with
any activities of Buyer with respect to Lot A. Seller shall keep Lot A free and
clear of any mechanic’s liens or materialmen’s liens arising out of any such
activities (and at Seller’s sole expense, Seller shall promptly discharge of
record or bond around any such liens or encumbrances that are so filed or
recorded, including, without limitation, liens for services, labor or materials
furnished in connection with the activities of Seller on Lot A. In connection
with any work done on Lot A, Seller shall fully comply, or cause Brandman to
fully comply, with all laws applicable to the activities by Seller or Brandman
on Lot A. Seller agrees to give Buyer reasonable advance notice so that Buyer
can arrange to have a representative present during all activities undertaken by
Seller or Brandman. Further, Seller hereby indemnifies and holds Buyer harmless
from and against any and all claims, demands, causes of action, losses, costs,
liabilities and/or expenses (including, without limitation, attorneys’ fees and
disbursements) to the extent caused by Seller or Brandman or their respective
agents in connection with the foregoing activities taken with respect to Lot A
and/or any liens or encumbrances filed or recorded against Lot A as a result
thereof. The provisions of this Section 38 shall
survive the Close of Escrow and recording of the Grant Deed.

       

      39.          CORPORATE
APPROVAL OF BUYER.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NEITHER
THIS AGREEMENT (OTHER THAN SECTION 18 ABOVE) NOR ANY AMENDMENT HERETO SHALL BE A
VALID AND ENFORCEABLE OBLIGATION OF BUYER UNLESS THE AGREEMENT OR AMENDMENT IS
EXECUTED BY EITHER ONE OF DONALD R. HORTON, DONALD J. TOMNITZ, STACEY DWYER, OR
BILL WHEAT, EACH AN OFFICER OF BUYER, WITHIN TEN (10) BUSINESS DAYS OF THE
EXECUTION OF THIS AGREEMENT OR SUCH AMENDMENT BY SELLER AND BUYER’S
REPRESENTATIVES.

       

      [SIGNATURES
CONTAINED ON NEXT PAGE]

      


      
        
          
             


          

          
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      IN
WITNESS WHEREOF, the parties have executed this Purchase and Sale Agreement and
Joint Escrow Instructions as of the date first above written.

       

      
        
          
            
              
                
                  
                    	
                            SELLER:

                          	
                            SPT-LAKE
      ELSINORE HOLDING CO., LLC, a Delaware limited liability
      company

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            Shopoff
      Partners, L.P., a Delaware limited partnership, sole
  member

                          
	 
      	 
      
	 
      	 
      	
                            By:

                          	
                            Shopoff
      General Partner, LLC, a Delaware limited liability company, general
      partner

                          
	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	
                            Shopoff
      Properties Trust, Inc., a Maryland corporation, manager

                          
	 
      	 
      
	 
      	 
      	 
      	 
      	
                            By:

                          	/s/
      William
      A. Shopoff	
                               

                          
	 
      	 
      	 
      	 
      	 
      	
                            William
      A. Shopoff,

                          
	 
      	 
      	 
      	 
      	 
      	
                            President
      and
CEO

                          


                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        BUYER:

                                      	
                                        D.R.
      HORTON LOS ANGELES HOLDING COMPANY, INC., a California
      corporation

                                      
	 
      	 
      
	 
      	 
      
	 
      	
                                        By:

                                      	/s/
      Stephen
      H. Fitzpatrick	
                                           

                                      
	 
      	 
      	
                                        Stephen
      Fitzpatrick, Vice President

                                      
	 
      	 
      
	 
      	 
      
	
                                        BUYER’S

                                      	 
      
	
                                        CORPORATE
      APPROVAL:

                                      	
                                        By:

                                      	/s/
      Donald J. Tommitz	
                                           

                                      
	 
      	
                                        Name:

                                      	 	
                                           

                                      
	 
      	
                                        Title:

                                      	President
      and CEO 	
                                           

                                      
	 
      	 
      	
                                        As
      an Officer of Buyer and Not In

                                      
	 
      	 
      	
                                        His/Her
      Individual Capacity

                                      
	 
      	 
      
	 
      	
                                        Date
      of Execution: December 18,
2009

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      ESCROW
HOLDER APPROVES THE ESCROW PROVISIONS AND SPECIFIC INSTRUCTIONS TO ESCROW HOLDER
SET FORTH IN THE FOREGOING AGREEMENT AND AGREES TO ACT IN ACCORDANCE
THEREWITH.

       

      FIRST
AMERICAN TITLE INSURANCE COMPANY

      


      
        
          
            
              
                	
                        By:

                      	
                        /s/
      Jeanne Gould

                      	 
      	Date:  
       December
      30, 2009
	 
      	
                        Jeanne
      Gould, Senior Escrow Officer

                      	 
      	 
      	 
      


              

            

          

        

      

      


      
        
          
             


          

          
            Page
24

            
              

            

          

          
             


          

        

      

      


      LIST
OF EXHIBITS and SCHEDULES

       

      A           Legal
description of Property

       

      B           Form
of Grant Deed

       

      C           Form
of Non-Foreign Status

       

      D           Form
of Profit Participation Agreement

       

      E           Assignment
of Restrictive Covenants

       

      F           General
Assignment

       

      G           Form
of CDA Assignment and Assumption Agreement

      G-1:           Landowner

      G-2:           LEUSD

       

      H           Schedule
of Bonds

       

      I           Location
of Off-site Detention Basin

       

      J           FASB
Disclosure

      


      
        
          
             


          

          
            Page
25

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“A”

       

      DESCRIPTION
OF REAL PROPERTY

       

      Real
property in the City of Lake Elsinore, County of Riverside, State of California,
described as follows:

       

      LOTS 48
THROUGH 81 INCLUSIVE, 84 THROUGH 95 INCLUSIVE, 108, 129 THROUGH 131 INCLUSIVE,
135, 136, 140, 141 AND 180 THROUGH 190 INCLUSIVE, AND LETTERED LOTS A, E, H, I,
J AND M, OF TRACT NO.  31792, IN THE CITY OF LAKE ELSINORE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 406, PAGES
36 THROUGH 44 INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY.

       

      EXCEPTING
FROM A PORTION OF SAID LANDS, AN UNDIVIDED ONE-HALF OF ALL MINERAL AND OIL
RIGHTS, INCLUDING CLAY AS RESERVED BY EDYTHE H.  BURCH, IN DEED
RECORDED MAY 28, 1947 IN BOOK 839 PAGE 96 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.

       

      APN:
347-511-048-7 and 347-511-049-8 and 347-511-050-8 and 347-511-051-9 and
347-511-052-0 and 347-511-053-1 and 347-511-054-2 and 347-511-055-3 and
347-511-056-4 and 347-511-057-5 and 347-533-001-2 and 347-533-002-3 and
347-533-014-4 and 347-533-015-5 and 347-533-016-6 and 347-533-020-9 and
347-533-021-0 and 347-533-025-4 and 347-533-026-5 and 347-534-005-9 and
347-540-026-7 and 347-540-027-8 and 347-540-028-9 and 347-540-029-0 and
347-540-030-0 and 347-540-031-1 and 347-540-032-2 and 347-540-033-3 and
347-540-034-4 and 347-540-035-5 and 347-540-036-6 and 347-540-025-6 and
347-541-001-7 and 347-541-002-8 and 347-541-003-9 and 347-541-004-0 and
347-541-005-1 and 347-541-006-2 and 347-541-007-3 and 347-541-008-4 and
347-541-009-5 and 347-541-010-5 and 347-541-011-6 and 347-541-012-7 and
347-541-025-9 and 347-550-001-5 and 347-550-002-6 and 347-550-003-7 and
347-550-004-8 and 347-550-005-9 and 347-550-006-0 and 347-550-007-1 and
347-550-008-2 and 347-550-009-3 and 347-550-010-3 and 347-550-011-4 and
347-550-012-5 and 347-550-013-6 and 347-550-014-7 and 347-550-015-8 and
347-550-016-9 and 347-550-017-0 and 347-550-018-1 and 347-550-019-2 and
347-550-020-2

       

      
        EXHIBIT "A"

      

       

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“B”

       

      FORM OF
GRANT DEED

       

      EXHIBIT "B"

      


      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

       

      RECORDING
REQUESTED BY:

      First
American Title Insurance Company

       

      WHEN
RECORDED RETURN TO:

       

       

       

      MAIL TAX
STATEMENTS TO:

       

       

        
          

        

      

       

      GRANT
DEED

       

      The
undersigned grantor declares:  Documentary transfer tax is shown on
the accompanying statement and is not for public record.

       

      FOR VALUE
RECEIVED, the undersigned, SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company (“Grantor”),
hereby grants to, __________________________, a ______________________ (“Grantee”),
all that certain real property described on Exhibit
“1” attached hereto and incorporated herein by reference, together with
any and all improvements, easements, privileges and rights appurtenant
thereto.

       

      IN
WITNESS WHEREOF, this Grant Deed has been executed as of December __,
2009.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    GRANTOR:

                                  	
                                    SPT-LAKE
      ELSINORE HOLDING CO., LLC, a Delaware limited liability
      company

                                  
	 
      	 
      
	 
      	
                                    By:

                                  	
                                    Shopoff
      Partners, L.P., a Delaware limited partnership, sole
  member

                                  
	 
      	 
      
	 
      	 
      	
                                    By:

                                  	
                                    Shopoff
      General Partner, LLC, a Delaware limited liability company, general
      partner

                                  
	 
      	 
      
	 
      	 
      	 
      	
                                    By:

                                  	
                                    Shopoff
      Properties Trust, Inc., a Maryland corporation, manager

                                  
	 
      	 
      
	 
      	 
      	 
      	 
      	
                                    By:

                                  	 	
                                       

                                  
	 
      	 
      	 
      	 
      	 
      	
                                    William
      A. Shopoff,

                                  
	 
      	 
      	 
      	 
      	 
      	
                                    President
      and
CEO

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        EXHIBIT
“B”

      

      


      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      State of
California

      County of
Orange

       

      On
December ___, 2009 before me, _____________________________________, personally
appeared ___________________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

       

      I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

       

      WITNESS
my hand and official seal.

       

      Signature
__________________________________ (Seal)

       

      
        EXHIBIT
“B”

      

      


      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      SEPARATE
STATEMENT OF

      DOCUMENTARY
TRANSFER TAX

       

      NOT TO BE RECORDED

       

      County
Recorder

      Riverside
County, California

       

      Ladies/Gentlemen:

       

      In
accordance with Revenue and Taxation Code Section 11932, it is requested that
this statement of documentary transfer tax due not be recorded with the attached
Deed, but affixed to the Deed after recordation and before return, as directed
on the Deed.

       

      The Deed
names the undersigned, SPT-LAKE
ELSINORE HOLDING CO., LLC, a Delaware limited liability company, as
Grantor, and _____________________, a _______________, as
Grantee.  The real property being transferred is located in the County
of Riverside, State of California.

       

      The
amount of documentary transfer tax due on the attached deed is Three Thousand
Twenty-Five Dollars ($3,025.00), computed on the full value of the
property.

       

      
        
          
            
              
                	 
      	
                        Very
      truly yours,

                      
	 
      	 
      
	 
      	
                        SPT-LAKE
      ELSINORE HOLDING CO., LLC, a Delaware limited liability
      company

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        Shopoff
      Partners, L.P., a Delaware limited partnership, sole
  member

                      
	 
      	 
      
	 
      	 
      	
                        By:

                      	
                        Shopoff
      General Partner, LLC, a Delaware limited liability company, general
      partner

                      
	 
      	 
      
	 
      	 
      	 
      	
                        By:

                      	
                        Shopoff
      Properties Trust, Inc., a Maryland corporation, manager

                      
	 
      	 
      
	 
      	 
      	 
      	
                        By:

                      	 	
                           

                      	 
      
	 
      	 
      	 
      	 
      	
                        William
      A. Shopoff,

                      	 
      
	 
      	 
      	 
      	 
      	
                        President
      and CEO

                      	 
      


              

            

          

        

      

       

      
        EXHIBIT
“B”

      

       

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“1”

       

      LEGAL
DESCRIPTION

       

      Real
property in the City of Lake Elsinore, County of Riverside, State of California,
described as follows:

       

      LOTS 48
THROUGH 81 INCLUSIVE, 84 THROUGH 95 INCLUSIVE, 108, 129 THROUGH 131 INCLUSIVE,
135, 136, 140, 141 AND 180 THROUGH 190 INCLUSIVE, AND LETTERED LOTS A, E, H, I,
J AND M, OF TRACT NO.  31792, IN THE CITY OF LAKE ELSINORE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 406, PAGES
36 THROUGH 44 INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY.

       

      EXCEPTING
FROM A PORTION OF SAID LANDS, AN UNDIVIDED ONE-HALF OF ALL MINERAL AND OIL
RIGHTS, INCLUDING CLAY AS RESERVED BY EDYTHE H.  BURCH, IN DEED
RECORDED MAY 28, 1947 IN BOOK 839 PAGE 96 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.

       

      APN:
347-511-048-7 and 347-511-049-8 and 347-511-050-8 and 347-511-051-9 and
347-511-052-0 and 347-511-053-1 and 347-511-054-2 and 347-511-055-3 and
347-511-056-4 and 347-511-057-5 and 347-533-001-2 and 347-533-002-3 and
347-533-014-4 and 347-533-015-5 and 347-533-016-6 and 347-533-020-9 and
347-533-021-0 and 347-533-025-4 and 347-533-026-5 and 347-534-005-9 and
347-540-026-7 and 347-540-027-8 and 347-540-028-9 and 347-540-029-0 and
347-540-030-0 and 347-540-031-1 and 347-540-032-2 and 347-540-033-3 and
347-540-034-4 and 347-540-035-5 and 347-540-036-6 and 347-540-025-6 and
347-541-001-7 and 347-541-002-8 and 347-541-003-9 and 347-541-004-0 and
347-541-005-1 and 347-541-006-2 and 347-541-007-3 and 347-541-008-4 and
347-541-009-5 and 347-541-010-5 and 347-541-011-6 and 347-541-012-7 and
347-541-025-9 and 347-550-001-5 and 347-550-002-6 and 347-550-003-7 and
347-550-004-8 and 347-550-005-9 and 347-550-006-0 and 347-550-007-1 and
347-550-008-2 and 347-550-009-3 and 347-550-010-3 and 347-550-011-4 and
347-550-012-5 and 347-550-013-6 and 347-550-014-7 and 347-550-015-8 and
347-550-016-9 and 347-550-017-0 and 347-550-018-1 and 347-550-019-2 and
347-550-020-2

       

      
        EXHIBIT
“B”



      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“C”

       

      FORM OF
CERTIFICATION OF NON-FOREIGN STATUS

       

      
        EXHIBIT
“C”

         

      

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      NONFOREIGN
TRANSFEROR DECLARATION

       

      Section
1445 of the Internal Revenue Code provides that a transferee of a
U.S.  real property interest must withhold tax if the transferor is a
foreign person.  To inform _______________________, a _________
corporation (“Transferee”), the
transferee of the real property described on Schedule “1” attached hereto and
incorporated herein by this reference, that withholding of tax is not required
upon the disposition of the above-referenced real property by SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company (“Transferor”), the
undersigned hereby declares the following on behalf of Transferor:

       

      1.          I
am the _____________ of Transferor, and I have the authority to execute this
declaration on behalf of Transferor.

       

      2.          Transferor
is not a foreign person (as those terms are defined in the Internal Revenue Code
and Income Tax Regulations).

       

      3.          Transferor’s
U. S. employer identification number is __________.

       

      4.          Transferor’s
office address is ____________________.

       

      5.          Transferor
understands that this declaration may be disclosed to the Internal Revenue
Service by Transferee and that any false statement contained herein could be
punished by fine, imprisonment, or both.

       

      I declare
under penalty of perjury that I have examined this declaration, and to the best
of my knowledge and belief it is true, correct and complete.

       

      Executed
this __ day of December, 2009, at Irvine, California.

       

        
          

        

      

       

      
        EXHIBIT
“C”

         

      

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“D”

       

      PARTICIPATION
AGREEMENT

      


      THIS
PARTICIPATION AGREEMENT (this “Participation
Agreement”) is made as of ________________, 2009, by and between SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company (“Seller”),
and D. R. HORTON LOS ANGELES
HOLDING COMPANY, INC., a California corporation (“Buyer”),
collectively the “Parties”.

      


      Recitals:

       

      A           Pursuant
to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated
for reference purposes as of December ___, 2009, by and between Seller and
Buyer, as may be amended from time to time (collectively, the “Purchase
Agreement”), Buyer is acquiring from Seller 65 residential single family
lots, situated in Lake Elsinore, California (the “Property”).

       

      B           As
additional consideration for the purchase of the Property, and in addition to
the Purchase Price, Buyer has agreed to pay to Seller the ‘Participation Amount’
(as defined below), if any, that may be received by Buyer from the sale of a
Unit (as defined below), subject to the terms and conditions set forth
below.

       

      NOW,
THEREFORE, in consideration of the above and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereby
agree as follows:

       

      1.           Definitions.
Capitalized terms used in this Participation Agreement and not defined below or
in Schedule
“1” attached hereto shall have the meanings set forth in the Purchase
Agreement.

       

      a.           “Escrow
Agent” means
the escrow agent for the sale of Units.

       

      b.           “Home Closing
Statement” means a written
statement prepared by the Escrow Agent identifying the homebuyer, the property
address, the date of the Unit closing and the Gross Sales Price of the home as
reflected on the HUD-1 settlement statement, solely for the purpose of Seller
verifying compliance with Buyer's obligation to pay the Participation
Amount.

       

      c.           “Participation
Amount” means those amounts payable by Buyer to Seller pursuant to Section 2
below.

       

      d.           “Gross
Profit” is defined in Schedule
“1” attached hereto.

       

      e.           “Gross Profit
Margin” is defined in Schedule
“1” attached hereto.

       

      f.           “Unit”
means a Lot improved by Buyer with a single family dwelling for sale to the
home-buying public.

       

      2.           Participation
Amount. Seller shall be entitled to receive forty percent (40%) of any
Gross Profit that exceeds a twenty-four percent (24%) Gross Profit Margin on the
sale of the Units to be developed by Buyer on the Lots (the “Participation
Amount”).

       

      
        EXHIBIT
“D”

         

      

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

       

      3.           Payment
of Participation Amount. Within ninety (90) days after the sale of the
last Unit constructed within the Property, Buyer shall deliver an accounting to
Seller together with a payment in an amount equal to the Participation Amount,
if any, for the residences.

       

      4.           Financial
Records and Statements of Buyer. Buyer shall keep and maintain, or cause
to be kept and maintained, accurate financial books and records with respect to
the development of the Property in accordance with generally accepted accounting
principles as modified by the provisions of this Agreement.  Seller
shall have the right at all reasonable times and upon at least 5 business days
prior written notice, to inspect Buyer’s books and records for the purposes of
verifying the retail purchase price received by Buyer for Units, the Gross
Profit Margin calculation, and the allowable deductions used in calculating
Gross Profit and any other deductions or credits claimed by Buyer in determining
the amount of the Participation Amount.  Any deficiency in amounts due
Seller for the Participation Amount determined based upon such review by Seller
shall be due and payable by Buyer to Seller within 15 days after receipt of
notice thereof from Seller.  If Seller’s audit discloses that
Participation Amount was less than the amounts previously paid to Seller, Seller
shall pay to Buyer an amount equal to the excess of such amounts received over
the Participation Amount within 15 days after Seller’s receipt of the
audit.  Notwithstanding any provision to the contrary in this
Agreement, including in any Exhibit or Schedule hereto, Seller shall not be
entitled to a copy of a homebuyer’s HUD-1 settlement statement or any other
information that Buyer or the escrow agent for the sale of Units would not be
permitted by law to disclose; in such event, Buyer shall provide to Seller such
substitute documentary information sufficient for Seller to enable Seller to
verify the terms of sale of each Unit. Seller shall have thirty (30) days from
Buyer’s delivery to Seller of the accounting and supporting data within which to
make a written objection regarding Buyer’s proposed Participation
Amount.

       

      5.           Default
and Remedies.

       

      a.           Default. A default shall be
deemed to have occurred if the breaching party has not effected or commenced to
effect a cure within ten (10) days after a written notice from the other party
specifying the breach.

       

      b.           Dispute Resolution. If there
is a dispute between the parties regarding the calculation and/or payment of the
Participation Amount, then either party may elect to have such dispute resolved
pursuant to Section 32 of the Purchase Agreement, the terms of which are
incorporated herein by this reference.

       

      6.           Notice.
Any notice authorized, required, or permitted to be given hereunder shall be
delivered to the parties at the addresses and in the manner set forth in the
Purchase Agreement.

       

      7.           Miscellaneous
Provisions.

       

      a.           Governing Law. This
Participation Agreement shall be governed and interpreted under the laws of the
State of California.

       

      b.           Section Headings. The section
headings used in this Participation Agreement are for reference and convenience
purposes only, and shall not be used in the interpretation of this Participation
Agreement.

       

      c.           Exhibits. All exhibits
attached hereto are incorporated in this Participation Agreement by reference
and made a part of this Participation Agreement.

       

      
        EXHIBIT
“D”

         

      

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      d.           Integration; Amendment in
Writing. This Participation Agreement contains the entire agreement
between the Parties relating to the payment of any Participation Amount, and
neither party shall be bound by any oral statement or oral or written agreement
made prior to or contemporaneous with this Participation Agreement and not
included within this Participation Agreement.  The foregoing does not
affect the validity of the Purchase Agreement. This Participation Agreement
cannot be amended except by written agreement executed by the
Parties.

       

      e.           No Partnership or Joint
Venture. Nothing contained in this Participation Agreement is intended to
create, nor shall it ever be construed to make, Seller and Buyer partners or
joint venturers.

       

      f.           Severability. The provisions
of this Participation Agreement are severable, and if any provision or part
hereof or the application thereof to any person or circumstances shall ever be
held by any court of competent jurisdiction to be invalid or unconstitutional
for any reason, the remainder of this Participation Agreement and the
application of such provisions or part hereof to other persons or circumstances
shall not be affected thereby.

       

      g.           Effective Date. The effective
date of this Participation Agreement is the date the Initial Closing
occurs.

       

      h.           Dates for Performance. Should
the date for the giving of any notice, the performance of any act, or the
beginning or end of any period provided for in this Participation Agreement fall
on a Saturday, Sunday or other legal holiday, such date shall be extended to the
next succeeding business day which is not a Saturday, Sunday or legal
holiday.

       

      i.           Counterparts and Electronic
Signatures. This Participation Agreement may be executed in one or more
counterparts, of each which shall be deemed an original, but all of which
together shall constitute one and the same instrument. In addition, if any party
uses facsimile-transmitted signed documents, or signed documents which have been
electronically scanned and transmitted by email, Escrow Agent, Escrow Holder and
the other party are authorized to rely upon such documents as if they bore
original signatures.

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to
be executed as of the day and year first written above.

       

      
        
          
            
              
                
                  	
                          Seller:

                        	
                          SPT-LAKE
      ELSINORE HOLDING CO., LLC, a Delaware limited liability
      company

                        	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          Shopoff
      Partners, L.P., a Delaware limited partnership, sole
member

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	
                          Shopoff
      General Partner, LLC, a Delaware limited liability company, general
      partner

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	
                          By:

                        	
                          Shopoff
      Properties Trust, Inc., a Maryland corporation, manager

                        
	 
      	 
      	 
      
	 
      	 
      	 
      	
                          By:

                        	 	
                             

                        	 
      
	 
      	 
      	 
      	 
      	
                          William
      A. Shopoff,

                        	 
      
	 
      	 
      	 
      	 
      	
                          President
      and CEO

                        	 
      


                

              

            

          

        

      

       

      
        EXHIBIT
“D”

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                      Buyer:

                    	
                      D.
      R. HORTON LOS ANGELES HOLDING COMPANY, INC., a

                      California
      corporation

                    
	 
      	 
      
	 
      	
                      By:

                    	 	 
      
	 
      	 
      	
                      Stephen
      Fitzpatrick, Vice
President

                    


            

          

        

      

       

      
        EXHIBIT
“D”

         

      

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      SCHEDULE
1

       

      Definition of “Gross Profit
Margin”

       

      
        
          	
                  IF:

                	 
      
	 
      	 
      
	
                  A =
      Sales Revenue

                	
                  Defined
      as the sum of the sales price of each residence pursuant to a sale to a
      member of the home buying public as reflected on the Home Closing
      Statement for such residence, including any premium for location,
      elevation, view or lot size, but excluding prices for extras and options
      offered by Buyer in connection with the sale of any residence, including
      special or upgraded amenities, floor plan modifications, room options,
      appliance upgrades, cabinetry upgrades, countertop upgrades, finish
      carpentry upgrades, electrical options, fireplace options and all other
      options and upgrades, and minus sales incentives or concessions given to
      the home buyer.

                
	 
      	 
      
	
                  B =
      Land & Improvements

                	
                  Defined
      as Purchase Price paid to Seller for the Property plus all escrow, title
      and closing costs, costs of third parties in connection with due diligence
      review of the Property, brokerage commissions and legal fees, incurred and
      paid by Buyer in connection with the acquisition of title to the Property;
      additional improvements by Buyer (see Schedule 1-B) including but not
      limited to, grading, paving, curb, gutter and sidewalk, erosion control,
      landscaping, irrigation, walls and fences, mailboxes, dirt hauling, and
      repairs to asphalt and concrete; miscellaneous site specialties; soft
      costs including but not limited to civil, soils, and structural
      engineering, architects, design professionals and other consultants; meter
      deposits, mailboxes and pressure regulators, soils testing, export of lot
      spoils, and lot re-certifications; any association fees; the costs of
      non-recurring, capitalized indirect construction costs (which for the
      purposes of this agreement shall be 1.50% of Sales Revenue); the costs of
      DRE and HOA setup and administration (not including HOA dues); and permits
      and fees paid by Buyer in connection with developing the Property,
      including plan check and inspection fees, but excluding fees paid for
      obtaining building permits for the residences.

                
	 
      	 
      
	
                  C =
      Sticks and Bricks

                	
                  Defined
      as hard construction cost items and fees paid at building permit (see
      Schedule 1-A).

                
	 
      	 
      
	
                  D =
      Other Costs

                	
                  Defined
      as all costs paid by Buyer in connection with the close of escrow for the
      sale of residences to members of the home-buying public, including, but
      not limited to, closing costs, including normal escrow and title charges
      and property taxes, documentary transfer tax, buyer referral fees,
      Homeowner Association Fees, third party co-broker real estate commissions,
      and a warranty expense accrual calculated at 1.0% of the sales price for
      detached product and 1.5% for attached product.

                
	 
      	 
      
	
                  E =
      Gross Profit =

                	
                  A –
      (B + C + D)

                
	 
      	 
      
	
                  GROSS
      PROFIT MARGIN =

                	
                  E ÷
      A

                


        

      

       

      
        EXHIBIT
“D”

         

      

      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

      


      SCHEDULE
1-A

       

      Item

       

      Building
Permits

      Temporary
Power

      Phase I
Environmental

      Area
drains

      Utility
Connections

      Lot
Grade

      Termite

      Plumbing

      Concrete
Foundation

      Concrete
Flatwork

      Windows

      Fireplaces

      Framing

      Electric

      Light
Fixtures

      Prewire
Security

      Heating
& A/C

      Sheet
Metal

      Gutters

      Ornamental
Iron

      Stucco

      Exterior
Tiles

      Roofing

      Painting

      Garage
Doors

      Insulation

      Drywall

      Finish
Carpentry

      Hardware

      Cabinets

      Ceramic
Counter Tops

      Marble
Counter Tops

      Shower
Enclosure

      Appliances

      Flooring

      Clean-Up

      Grading

      Utility
Trenching

      Fencing

      Landscaping

      Contingency

       

      
        EXHIBIT
“D”

      

       

      
        
          
             


          

          
            6

            
              

            

          

          
             


          

        

      

      


      SCHEDULE
1-B

       

      Land Development
Costs

       

      DEVELOPMENT
IMPROVEMENTS

      Erosion
Control

      Grading

      Storm
Drain

      Sewer

      Water

      Concrete

      Paving

      Utilities

      Landscape
and Irrigation

      Walls

      Misc.
Specialties

      Contingency

      


      SITE
FEES

      Utility
Fees

      Development
Fees

      Water
District Fees

      Sewer
District Fees

      Bonds

      School
Fees

      


      CONSULTANTS

      Dry
Utilities Engineer

      Civil
Engineer

      Landscape
Architect

      Soils
Engineer

      Architect

      Structural
Engineer

      Energy
Consultant

      Site
Consultant

      


      DEVELOPMENT
IMPROVEMENTS

      EROSION
CONTROL

      Sand
Bags, Silt Fencing, Jute Mesh

      Labor for
storm clean-up of slopes and streets

      


      GRADING

      Rough
Grade & Re-Grade

      Spin Lots
for House

      Dirt Haul
from Site

      Labor and
Equip. for Weed Control

      


      STORM
DRAIN

      


      SEWER

       

      WATER

       

      
        EXHIBIT
“D”

      

      


      
        
          
             


          

          
            7

            
              

            

          

          
             


          

        

      

      


      CONCRETE

      Sidewalks
& Approaches

      Grading

      Curb and
Gutter

      Repair of
Same

      


      PAVING

      Pave
Streets

      Cap
Streets

      Parking
Lot Grading

      Repairs,
Re-Seal

      


      UTILITIES

      Main
& Laterals, Joint Trench, Street Lights

      


      LANDSCAPE
AND IRRIGATION

      Slope
Installation

      Front
yards & Street Trees

      Water for
Slopes

      Landscape
Maint. (common area & slopes)

      Model
Landscaping

      


      WALLS/FENCING

      Retaining
Walls

      Perimeter
Walls

      Property
Line Walls (wood, wrought iron, concrete, etc.)

      Model
Trap Fence

      


      MISC.
SPECIALTIES

      Mail
Boxes

      Street
Signs

      Street
Sweeper

      Water
Truck

      Electric
Controllers & Temp. Power

      Temporary
Fences

      Misc.
Site Fees (Encroachment Permits, Variance)

      Plans
& Blueprints

      Trailers

      Toilets

      Trash
Bins

      


      CONTINGENCY

      


      SITE
FEES

      UTILITY
FEES

      Gas,
Electric, Telephone & Cable

      DEVELOPMENT
FEES

      WATER
DISTRICT FEES

      SEWER
DISTRICT FEES

      BONDS

       

      
        EXHIBIT
“D”

         

      

      
        
          
             


          

          
            8

            
              

            

          

          
             


          

        

      

      


      CONSULTANTS

      DRY
UTILITIES ENGINEER

      CIVIL
ENGINEER

      LANDSCAPE
ARCHITECT

      SOILS
ENGINEER

      ARCHITECT

      STRUCTURAL
ENGINEER

      ENERGY
CONSULTANT

      SITE
CONSULTANT (independent inspector)

       

      
        EXHIBIT
“D”

      

      


      
        
          
             


          

          
            9

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“E”

       

      FORM OF
ASSIGNMENT OF RESTRICTIVE COVENANTS

       

      
        
          	
                  RECORDING REQUESTED BY:

                   

                   

                   

                  WHEN RECORDED MAIL TO:

                   

                  Luce, Forward, Hamilton & Scripps
      LLP

                  600 West Broadway,
      Suite 2600

                  San Diego,
      CA  92101-3391

                  Attn: ________________, Esq.

                   

                	 
      
	 
      	
                  ABOVE
      SPACE FOR RECORDER’S USE

                


        

      

       

      ASSIGNMENT
OF DECLARANT’S RIGHTS

       

      This
ASSIGNMENT OF DECLARANT’S RIGHTS (this “Assignment”)
is made and effective as of the date of recordation hereof by and between
_____________________________, a[n] _______________________________ (“Assignor”),
and ___________________________, a[n] _______________________________ ||verify correct
Horton entity|| (“Assignee”).

      RECITALS

       

      A.          Assignor
has conveyed to Assignee the real property described on Exhibit “A”
attached hereto and incorporated herein (the “Property”)
pursuant to the terms of that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated entered into by Assignor and Assignee
(the “Agreement”).

       

      B.           Assignor
is the “Declarant” under that certain [Declaration of Covenants, Conditions
and Restrictions and Reservation of Easements] ||verify name of
document||, recorded in the Office of the County Recorder of Riverside
County, California, on _________________, 2009 as Instrument No.
________________ (as amended to date, the “Declaration”).

       

      C.           In
connection with its conveyance of the Property to Assignee, Assignor wishes to
convey its right, title and interest as Declarant under the Declaration with
respect to the Property, as more particularly set forth below.

       

      NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as set forth below.

       

      1.           Declarant
Under Declaration. Effective as of the recordation of this Assignment
(the “Transfer
Date”), Assignor hereby assigns to Assignee any and all of its right,
title and interest as Declarant under the Declaration with respect to the
Property. From and after the Transfer Date, Assignee shall be the Declarant
under the Declaration with respect to the Property and shall have all of the
rights and powers of the Declarant under the Declaration with respect to such
Property.  Assignee hereby assumes the obligations of Declarant
arising after the Transfer Date with respect to such Property.

       

      
        EXHIBIT
“E”

      

      


      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

       

      2.           Assignee
Liability. The parties hereto acknowledge and agree that Assignee shall
have no liability for any events, actions or occurrences arising from its role
as Declarant with respect to the Property which occurred prior to the Transfer
Date.

       

      3.           Construction
of Assignment. The agreement contained herein shall not be construed in
favor of or against either party, but shall be construed as if both parties
prepared this Assignment.

       

      4.           Governing
Law. This Assignment shall be governed by and construed under the laws of
the State of California.

       

      5.           Severability.
In the event that any phrase, clause, sentence, paragraph, section, article or
other portion of this Assignment shall become illegal, null or void or against
public policy, for any reason, or shall be held by any court of competent
jurisdiction to be illegal, null or void or against public policy, the remaining
portions of this Assignment shall not be affected thereby and shall remain in
force and effect to the fullest extent permissible by law.

       

      6.           Capitalized
Terms. Any capitalized terms not otherwise defined herein shall have the
meaning set forth in the Declaration.

       

      7.           Binding
on Successors. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their successors, assigns, personal
representatives, executors, legal representatives, heirs and
legatees.

       

      8.           Counterparts.
This Assignment may be executed in counterparts, each of which, when taken
together, shall constitute one fully executed original.

       

      IN
WITNESS WHEREOF, this Assignment has been executed as of the date first set
forth above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                  ASSIGNOR:

                                                
	 
      	 
      
	 
      	
                                                  _________________________________,
      a[n] 

                                                  ____________________________

                                                
	 
      	 
      
	 
      	 
      
	 
      	
                                                  By:

                                                	 	
                                                     

                                                
	 
      	
                                                  Name:

                                                	 	
                                                     

                                                
	 
      	
                                                  Title:

                                                	 	
                                                     

                                                
	 
      	 
      
	 
      	
                                                  ASSIGNEE:

                                                
	 
      	 
      
	 
      	
                                                  __________________________________________,
      a[n] _______________________________  ||verify
      Horton entity||

                                                
	 
      	 
      
	 
      	 
      
	 
      	
                                                  By:

                                                	 	
                                                     

                                                
	 
      	
                                                  Name:

                                                	 	
                                                     

                                                
	 
      	
                                                  Title:

                                                	 	
                                                     

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        EXHIBIT
“E”


      

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      
        
          
            
              	
                      STATE
      OF CALIFORNIA

                    	
                      )

                    
	 
      	
                      )

                    
	
                      COUNTY
      OF_______________

                    	
                      )

                    


            

          

        

      

       

      On
__________________, 2009, before me, _____________________________, Notary
Public, personally appeared
_____________________________________________________________ who proved to me
on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the
instrument.

       

      I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

       

      WITNESS
my hand and official seal.

       

      _______________________________

      
        
          
            	
                    Signature

                  	
                    (Seal)

                  


          

        

      

       

      
        
          
            
              	
                      STATE
      OF ______________________

                    	
                      )

                    
	 
      	
                      )

                    
	
                      COUNTY
      OF_______________

                    	
                      )

                    


            

          

        



      On
__________________, 2009, before
me, ________________________________________________, Notary Public,
personally
appeared _____________________________________________________________________________ 
who
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.

       

      I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

       

      WITNESS
my hand and official seal.

       

      ______________________________


      
        
          	
                  Signature

                	
                  (Seal)

                


        

      

       

      
        EXHIBIT
“E”

         

      

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      EXHIBIT “A”

       

      The
Property

       

      
        EXHIBIT
“E”

         

      

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“F”

       

      FORM OF
GENERAL ASSIGNMENT

       

      
        EXHIBIT
“F”

      

      


      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      GENERAL
ASSIGNMENT

       

      This
General Assignment (this “Assignment”)
is executed as of December ___, 2009, by SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company (“Assignor”),
and _____________________, a ____________________ (“Assignee”),
with reference to the following:

       

      RECITALS

       

      A.           Concurrently
herewith, Assignor is conveying to Assignee its interest in the real property
located in Riverside County, California, more particularly described on Exhibit
“1” attached hereto and by this reference made a part hereof (the “Property”),
pursuant to that certain Purchase and Sale Agreement and Joint Escrow
Instructions, dated as of November __, 2009, by and between Assignor, as
“Seller,” and Assignee, as “Buyer” (the “Sale
Agreement”).

       

      B.           To
the extent Assignor owns and/or holds certain intangible property rights
pertaining to the Property as more particularly described on Exhibit
“2” attached hereto (the “Intangible
Rights”), Assignor has agreed to assign the same to Assignee upon
Assignee’s purchase of the Property, without warranty.

       

      C.           This
Assignment is executed to effectuate the transfer to Assignee of any and all of
Assignor’s right, title and interest in and to the Intangible
Rights.

       

      NOW, THEREFORE, in
consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby agrees as follows:

       

      1.           Assignment.  Assignor
hereby assigns to Assignee, and Assignee hereby accepts on such basis,
Assignor’s right, title and interest in and to the Intangible Rights, if
any.  Assignor covenants, warrants and represents that:

       

      a.           No Prior
Assignment.  No rights in or under the Intangible Rights have
been assigned or transferred to any other person or entity other than as set
forth in this Assignment by Assignor.

       

      b.           Ability to
Assign.  Assignor is not prohibited under any agreement with
any other person or any judgment or decree from executing and delivering this
Assignment.

       

      Except
for such representations and warranties of Assignor as are set forth in Section
7 of the Sale Agreement or in this Assignment, the assignment and transfer of
the Intangible Rights to Assignee is without representation or
warranty.

       

      2.           Governing
Law.  This Assignment shall be construed under and enforced in
accordance with the laws of the State of California.

       

      3.           Further
Assurances.  Assignor agrees to execute and deliver to
Assignee, upon demand, such further documents, instruments and conveyances, and
shall take such further actions, as are necessary or desirable to effectuate
this Assignment.

       

      4.           Professional
Fees; Order of Reference.  Any action or proceeding brought to
enforce or interpret any provision of this Assignment shall be governed by the
terms of the Sale Agreement sections entitled “Professional Fees” and “Order of
Reference” as if such sections were set forth in full herein.

       

      
        EXHIBIT
“F”

      

      


      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

       

      5.           Successors
and Assigns.  This Assignment shall inure to the benefit of,
and be binding upon, the successors, executors, administrators, legal
representatives and assigns of the parties hereto.

       

      6.           Counterparts.  This
Assignment may be signed in multiple counterparts, each of which shall be deemed
an original, but all of which, together, shall constitute one and the same
instrument.

       

      IN
WITNESS WHEREOF, Assignor has executed this Assignment as of the date first set
forth above.

       

      
        
          
            
              
                	
                        “ASSIGNOR”

                      	
                        SPT-LAKE
      ELSINORE HOLDING CO., LLC, a Delaware limited liability
      company

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        Shopoff
      Partners, L.P., a Delaware limited partnership, sole
  member

                      
	 
      	 
      
	 
      	 
      	
                        By:

                      	
                        Shopoff
      General Partner, LLC, a Delaware limited liability company, general
      partner

                      
	 
      	 
      
	 
      	 
      	 
      	
                        By:

                      	
                        Shopoff
      Properties Trust, Inc., a Maryland corporation, manager

                      
	 
      	 
      
	 
      	 
      	 
      	
                        By:

                      	 	
                           

                      	 
      
	 
      	 
      	 
      	 
      	
                        William
      A. Shopoff,

                      	 
      
	 
      	 
      	 
      	 
      	
                        President
      and CEO

                      	 
      


              

            

          

        

      

      


      
        
          
            
              
                	
                        “ASSIGNEE”

                      	 
      
	 
      	
                           

                      
	 
      	
                           

                      
	 
      	 
      
	 
      	
                        By:

                      	 	
                           

                      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Its:

                      
	 
      	 
      
	 
      	
                        By:

                      	 	
                           

                      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Its:

                      


              

            

          

        

      

       

      
        EXHIBIT
“F”

         

      

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“1”

       

      LEGAL DESCRIPTION OF THE
PROPERTY

       

      Real
property in the City of Lake of Elsinore, County of Riverside, State of
California, described as follows:

       

      LOTS 48
THROUGH 81 INCLUSIVE, 84 THROUGH 95 INCLUSIVE, 108, 129 THROUGH 131 INCLUSIVE,
135, 136, 140, 141 AND 180 THROUGH 190 INCLUSIVE, AND LETTERED LOTS A, E, H, I,
J AND M, OF TRACT NO.  31792, IN THE CITY OF LAKE ELSINORE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 406, PAGES
36 THROUGH 44 INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY.

       

      EXCEPTING
FROM A PORTION OF SAID LANDS, AN UNDIVIDED ONE-HALF OF ALL MINERAL AND OIL
RIGHTS, INCLUDING CLAY AS RESERVED BY EDYTHE H.  BURCH, IN DEED
RECORDED MAY 28, 1947 IN BOOK 839 PAGE 96 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.

       

      APN:
347-511-048-7 and 347-511-049-8 and 347-511-050-8 and 347-511-051-9 and
347-511-052-0 and 347-511-053-1 and 347-511-054-2 and 347-511-055-3 and
347-511-056-4 and 347-511-057-5 and 347-533-001-2 and 347-533-002-3 and
347-533-014-4 and 347-533-015-5 and 347-533-016-6 and 347-533-020-9 and
347-533-021-0 and 347-533-025-4 and 347-533-026-5 and 347-534-005-9 and
347-540-026-7 and 347-540-027-8 and 347-540-028-9 and 347-540-029-0 and
347-540-030-0 and 347-540-031-1 and 347-540-032-2 and 347-540-033-3 and
347-540-034-4 and 347-540-035-5 and 347-540-036-6 and 347-540-025-6 and
347-541-001-7 and 347-541-002-8 and 347-541-003-9 and 347-541-004-0 and
347-541-005-1 and 347-541-006-2 and 347-541-007-3 and 347-541-008-4 and
347-541-009-5 and 347-541-010-5 and 347-541-011-6 and 347-541-012-7 and
347-541-025-9 and 347-550-001-5 and 347-550-002-6 and 347-550-003-7 and
347-550-004-8 and 347-550-005-9 and 347-550-006-0 and 347-550-007-1 and
347-550-008-2 and 347-550-009-3 and 347-550-010-3 and 347-550-011-4 and
347-550-012-5 and 347-550-013-6 and 347-550-014-7 and 347-550-015-8 and
347-550-016-9 and 347-550-017-0 and 347-550-018-1 and 347-550-019-2 and
347-550-020-2

       

      
        EXHIBIT
“F”

         

      

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“2”

       

      DESCRIPTION OF INTANGIBLE
RIGHTS

       

      Intangible
Rights shall mean all intangible assets of any nature relating to the Property,
including, without limitation:

       

      a.           Any
and all certificates, utility will-serve letters, permits, plans, name rights,
applications, entitlements, development allocations and other records,
documents, maps, and development rights for the Property.

       

      b.           Any
zoning, use, occupancy and operating permits, and all other permits,
entitlements, licenses, approvals and certificates, but only to the extent the
same affect the Property.

       

      c.           All
maps, plans, specifications, environmental studies, soils, geologic and seismic
reports and studies, and related documents prepared in connection with the
development, construction and operation of any and all improvements located on
or planned for the Property.

       

      d.           A
non-exclusive assignment of any rights Seller owns for the name [“Villages at Wasson
Canyon”].

       

      e.           With
respect to services and work product of consultants and design professionals
(including without limitation civil engineers, soils engineers, architects,
hydrologists, geologists, geotechnical consultants, architects, land planning
consultants and environmental consultants) (collectively, “Design
Professionals”) and any contractors and subcontractors, all guarantees,
indemnities, warranties provided by such Design Professionals, contractors and
subcontractors, and any and all rights, claims and causes of action against such
Design Professionals, contractors and subcontractors.

       

      f.           Any
prepaid impact fees attributed to the Property, to the extent
assignable.

       

      g.           All
insurance proceeds Seller may receive or may be entitled to receive for any
reason related to the Property to the extent assignable.

       

      h.           All
insurance policies maintained by Seller or its contractors or consultants
relating to the design and construction of the improvements on the Property
(‘Project
Insurance Policies”).

       

      
        EXHIBIT
“F”

         

      

      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“G”

       

      FORM OF
CDA ASSIGNMENT AND ASSUMPTION AGREEMENTS

       

      Exhibit
G-1:     Lake Elsinore (Continuing Disclosure Agreement
– Landowners)

       

      Exhibit
G-2:     Lake Elsinore USD CFD No. 2005-6

       

      
        EXHIBIT
“G”

      

      


      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      ASSIGNMENT
AND ASSUMPTION AGREEMENT

      [Continuing
Disclosure Agreement – Landowners]

       

      THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”)
is entered into as of _______, 20__ (the “Effective
Date”) by and among SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company (“Assignor”),
and ___________________________, a ______________________ (“Assignee”).

       

      RECITALS

       

      A.           Assignor
is the owner of certain real property located in Riverside County, California
described on Exhibit 1 attached hereto (the “Property”).

       

      B.           Assignor
is a party to that certain Continuing Disclosure Agreement, dated as of March 1,
2008 (“CDA”), by
and between Lennar Homes of California, Inc., a California corporation (“Lennar
Homes”), Assignor, and Union Bank of California, N.A., as dissemination
agent (“Dissemination
Agent”).  A copy of the CDA is attached as Exhibit 2
hereto.  Initially capitalized terms used and not defined herein shall
have the meaning given to them in the CDA.

       

      C.           Concurrently
herewith, Assignor is selling the Property to Assignee, and Assignee is
purchasing the Property from Assignor.  Upon the consummation of such
purchase and sale, Assignee will be a Major Owner.

       

      D.           Assignor
has agreed to assign, and Assignee has agreed to assume, as of the Effective
Date, all rights and obligations of Assignor under the CDA with respect to the
Property.

       

      AGREEMENT

       

      NOW
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficient of which is hereby acknowledged, the parties hereto agree as
follows:

       

      1.           Assignment.  Assignor
hereby assigns to Assignee all of Assignor’s right, title and interest under the
CDA with respect to the Property.

       

      2.           Assumption.  Assignee
hereby unconditionally assumes and agrees to perform for the express benefit of
Lennar Homes, Dissemination Agent and the Beneficial Owners of the Bonds, all of
Assignor’s obligations under the CDA with respect to the Property accruing from
and after the Effective Date.

       

      3.           Counterparts.  This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which together shall constitute but one and the
same instrument.

       

      
        EXHIBIT
“G-1”

         

      

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

       

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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        Assignor:

                                                      	
                                                        Assignee:

                                                      
	 
      	 
      
	
                                                        SPT-LAKE
      ELSINORE HOLDING CO., LLC, a Delaware limited liability
      company

                                                      	
                                                           

                                                      
	 
      	 
      	 
      
	 
      	
                                                        By:

                                                      	
                                                        Shopoff
      Partners, L.P., a Delaware limited partnership, sole
member

                                                      	
                                                        By:

                                                      	
                                                           

                                                      
	 	 	limited
      partnership, sole member	 	Name:
	 
      	 
      	 
      	
                                                        Its:

                                                      
	 	 	
                                                        By:

                                                      	
                                                        Shopoff
      General Partner, LLC, a Delaware 

                                                      	 	 
	 	 	 	limited
      liability company, general partner	
                                                        By:

                                                      	 
	 	 	 	 	 	 	Name: 
	 
      	 
      	 
      	
                                                        By:

                                                      	
                                                        Shopoff
      Properties Trust, Inc., a Maryland corporation, manager

                                                      	 	
                                                        Its:   

                                                      
	 
      	 
      	 
      	
                                                         

                                                      
	 
      	 
      	 
      	 
      	
                                                        By:

                                                      	 	
                                                           

                                                      	 
      
	 
      	 
      	 
      	 
      	 
      	
                                                        William
      A. Shopoff,

                                                      	 
      
	 
      	 
      	 
      	 
      	 
      	
                                                        President
      and CEO

                                                      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        EXHIBIT
“G-1”

         

      

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“1”

       

      Legal
Description

       

      Real
property in the City of Lake of Elsinore, County of Riverside, State of
California, described as follows:

       

      LOTS 48
THROUGH 81 INCLUSIVE, 84 THROUGH 95 INCLUSIVE, 108, 129 THROUGH 131 INCLUSIVE,
135, 136, 140, 141 AND 180 THROUGH 190 INCLUSIVE, AND LETTERED LOTS A, E, H, I,
J AND M, OF TRACT NO.  31792, IN THE CITY OF LAKE ELSINORE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 406, PAGES
36 THROUGH 44 INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY.

       

      EXCEPTING
FROM A PORTION OF SAID LANDS, AN UNDIVIDED ONE-HALF OF ALL MINERAL AND OIL
RIGHTS, INCLUDING CLAY AS RESERVED BY EDYTHE H. BURCH, IN DEED RECORDED MAY 28,
1947 IN BOOK 839 PAGE 96 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.

       

      APN:
347-511-048-7 and 347-511-049-8 and 347-511-050-8 and 347-511-051-9 and
347-511-052-0 and 347-511-053-1 and 347-511-054-2 and 347-511-055-3 and
347-511-056-4 and 347-511-057-5 and 347-533-001-2 and 347-533-002-3 and
347-533-014-4 and 347-533-015-5 and 347-533-016-6 and 347-533-020-9 and
347-533-021-0 and 347-533-025-4 and 347-533-026-5 and 347-534-005-9 and
347-540-026-7 and 347-540-027-8 and 347-540-028-9 and 347-540-029-0 and
347-540-030-0 and 347-540-031-1 and 347-540-032-2 and 347-540-033-3 and
347-540-034-4 and 347-540-035-5 and 347-540-036-6 and 347-540-025-6 and
347-541-001-7 and 347-541-002-8 and 347-541-003-9 and 347-541-004-0 and
347-541-005-1 and 347-541-006-2 and 347-541-007-3 and 347-541-008-4 and
347-541-009-5 and 347-541-010-5 and 347-541-011-6 and 347-541-012-7 and
347-541-025-9 and 347-550-001-5 and 347-550-002-6 and 347-550-003-7 and
347-550-004-8 and 347-550-005-9 and 347-550-006-0 and 347-550-007-1 and
347-550-008-2 and 347-550-009-3 and 347-550-010-3 and 347-550-011-4 and
347-550-012-5 and 347-550-013-6 and 347-550-014-7 and 347-550-015-8 and
347-550-016-9 and 347-550-017-0 and 347-550-018-1 and 347-550-019-2 and
347-550-020-2

       

      
        EXHIBIT
“G-1”

         

      

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“2”

       

      Copy of
CDA

       

      [to be attached at
closing]

       

      
        EXHIBIT
“G-1”

         

      

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      ASSIGNMENT
AND ASSUMPTION AGREEMENT

       

      [Lake
Elsinore USD CFD No. 2005-6 Developer Continuing Disclosure
Agreement]

       

      THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of
December ___, 2009 (the “Effective
Date”), by
and among SPT-LAKE ELSINORE
HOLDING CO., LLC, a Delaware limited liability company (“Assignor”), and
__________________________________ (“Assignee”).

       

      RECITALS

       

      
        	
                A.

              	
                Assignor,
      as successor by assignment from MS Rialto Wasson Canyon CA, LLC, a
      Delaware limited liability company, is a party to that certain Continuing
      Disclosure Agreement, dated as of March 1, 2008 (the “CDA”),
      by and between Assignor and Zions First National Bank, a national banking
      corporation organized and existing under the laws of the United States, in
      its capacity as dissemination agent and fiscal agent (“Bank”).
      The CDA relates to that certain real property located in Riverside County,
      California described on Exhibit A
      attached hereto (the “Property”).  A copy of
      the CDA is attached as Exhibit B
      hereto.  Initially capitalized terms used and not defined herein
      shall have the meaning given to them in the
CDA.

              


      

       

      
        	
                B.

              	
                Concurrently
      herewith Assignor is selling the Property to Assignee, and Assignee is
      purchasing the Property from Assignor. Upon the consummation of such
      purchase and sale, Assignee will be a Major
  Developer.

              


      

       

      
        	
                C.

              	
                Assignor
      has agreed to assign, and Assignee has agreed to assume, as of the
      Effective Date, all rights and obligations of Assignor under the CDA with
      respect to the Property.

              


      

       

      AGREEMENT

       

      NOW
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficient of which is hereby acknowledged, the parties hereto agree as
follows:

       

      
        	
                1.

              	
                Assignment.
      Assignor hereby assigns to Assignee all of Assignor’s right, title and
      interest under the CDA with respect to the
  Property.

              


      

       

      
        	
                2.

              	
                Assumption.
      Assignee hereby unconditionally assumes and agrees to perform, for the
      express benefit of Assignor, Bank and the owners of any bonds issued by
      the Community Facilities District, all of Assignor's CDA obligations with
      respect to the Property accruing from and after the Effective Date (“Assumed
      CDA Obligations”).

              


      

       

      
        	
                3.

              	
                Counterparts.
      This Agreement may be executed in two or more counterparts each of which
      shall be deemed an original, but all of which together shall constitute
      but one and the same instrument.

              


      

       

      
        EXHIBIT
“G-2”

         

      

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


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

       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Assignor:

                                                        	
                                                          Assignee:

                                                        
	 
      	 
      
	
                                                          SPT-LAKE
      ELSINORE HOLDING CO., LLC, a Delaware limited liability
      company

                                                        	
                                                             

                                                        
	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	
                                                          Shopoff
      Partners, L.P., a Delaware limited partnership, sole
member

                                                        	
                                                          By:

                                                        	
                                                             

                                                        
	 	 	limited
      partnership, sole member	 	Name:
	 
      	 
      	 
      	
                                                          Its:

                                                        
	 	 	
                                                          By:

                                                        	
                                                          Shopoff
      General Partner, LLC, a Delaware 

                                                        	 	 
	 	 	 	limited
      liability company, general partner	
                                                          By:

                                                        	 
	 	 	 	 	 	 	Name: 
	 
      	 
      	 
      	
                                                          By:

                                                        	
                                                          Shopoff
      Properties Trust, Inc., a Maryland corporation, manager

                                                        	 	
                                                          Its:   

                                                        
	 
      	 
      	 
      	
                                                           

                                                        
	 
      	 
      	 
      	 
      	
                                                          By:

                                                        	 	
                                                             

                                                        	 
      
	 
      	 
      	 
      	 
      	 
      	
                                                          William
      A. Shopoff,

                                                        	 
      
	 
      	 
      	 
      	 
      	 
      	
                                                          President
      and CEO

                                                        	 
      


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        EXHIBIT
“G-2”

      

       

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“A”

       

      LEGAL DESCRIPTION OF THE
PROPERTY

       

      Real
property in the City of Lake of Elsinore, County of Riverside, State of
California, described as follows:

       

      LOTS 48
THROUGH 81 INCLUSIVE, 84 THROUGH 95 INCLUSIVE, 108, 129 THROUGH 131 INCLUSIVE,
135, 136, 140, 141 AND 180 THROUGH 190 INCLUSIVE, AND LETTERED LOTS A, E, H, I,
J AND M, OF TRACT NO.  31792, IN THE CITY OF LAKE ELSINORE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 406, PAGES
36 THROUGH 44 INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY.

       

      EXCEPTING
FROM A PORTION OF SAID LANDS, AN UNDIVIDED ONE-HALF OF ALL MINERAL AND OIL
RIGHTS, INCLUDING CLAY AS RESERVED BY EDYTHE H.  BURCH, IN DEED
RECORDED MAY 28, 1947 IN BOOK 839 PAGE 96 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.

       

      APN:
347-511-048-7 and 347-511-049-8 and 347-511-050-8 and 347-511-051-9 and
347-511-052-0 and 347-511-053-1 and 347-511-054-2 and 347-511-055-3 and
347-511-056-4 and 347-511-057-5 and 347-533-001-2 and 347-533-002-3 and
347-533-014-4 and 347-533-015-5 and 347-533-016-6 and 347-533-020-9 and
347-533-021-0 and 347-533-025-4 and 347-533-026-5 and 347-534-005-9 and
347-540-026-7 and 347-540-027-8 and 347-540-028-9 and 347-540-029-0 and
347-540-030-0 and 347-540-031-1 and 347-540-032-2 and 347-540-033-3 and
347-540-034-4 and 347-540-035-5 and 347-540-036-6 and 347-540-025-6 and
347-541-001-7 and 347-541-002-8 and 347-541-003-9 and 347-541-004-0 and
347-541-005-1 and 347-541-006-2 and 347-541-007-3 and 347-541-008-4 and
347-541-009-5 and 347-541-010-5 and 347-541-011-6 and 347-541-012-7 and
347-541-025-9 and 347-550-001-5 and 347-550-002-6 and 347-550-003-7 and
347-550-004-8 and 347-550-005-9 and 347-550-006-0 and 347-550-007-1 and
347-550-008-2 and 347-550-009-3 and 347-550-010-3 and 347-550-011-4 and
347-550-012-5 and 347-550-013-6 and 347-550-014-7 and 347-550-015-8 and
347-550-016-9 and 347-550-017-0 and 347-550-018-1 and 347-550-019-2 and
347-550-020-2

       

      
        EXHIBIT
“G-2”

         

      

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“B”

       

      COPY OF
LEUSD CDA

       

      [TO BE
PROVIDED]

      
         

        EXHIBIT
“G-2”

         

      

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“H”

       

      LIST OF
SIA BONDS

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Jurisdiction

                                                	 	
                                                  Current Amount

                                                	 	 	
                                                  New Amount

                                                	 	 	
                                                  $ Reduction

                                                	 	 	
                                                  % Reduct.

                                                	 	
                                                  Comments/Notes

                                                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  City

                                                	 	$	156,800.00	 	 	$	56,000.00	 	 	$	100,800.00	 	 	 	64	%	
                                                  Cash
      security to be released once all precise grading is
    completed.

                                                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  City

                                                	 	$	173,324.00	 	 	$	61,852.00	 	 	$	111,472.00	 	 	 	64	%	
                                                  Bond
      will be released after HOA accepts all remaining lettered
      lots.

                                                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  City

                                                	 	$	1,813,336.00	 	 	$	99,176.00	 	 	$	1,714,160.00	 	 	 	95	%	
                                                  Bond
      Reduction per City Engineer.  Bonds for In-Tract improvements
      must remain in place until build-out of remaining phases and final
      acceptance of street improvements by the City.

                                                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  City

                                                	 	$	1,813,336.00	 	 	$	99,176.00	 	 	$	1,714,160.00	 	 	 	95	%	
                                                  Bond
      Reduction per City Engineer.  Bonds for In-Tract improvements
      must remain in place until build-out of remaining phases and final
      acceptance of street improvements by the City.

                                                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  County

                                                	 	$	901,500.00	 	 	$	90,150.00
    	 	 	$	720,900.00	 	 	 	90	%	
                                                  One-year
      maintenance period to begin after improvement are completed and accepted
      by County.

                                                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  County

                                                	 	$	450,750.00	 	 	$	45,075.00	 	 	$	405,675.00	 	 	 	90	%	
                                                  One-year
      maintenance period to

                                                
	 
      	 	$	5,309,046.00	 	 	$	507,429.00	 	 	$	4,857,617.00	 	 	 	91	% 
      	
                                                  begin
      after improvement are completed and accepted by
  County.

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        EXHIBIT
“H”

         

      

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“I”

       

      LOCATION
OF OFF-SITE DETENTION BASIN


       

      

       

      
        EXHIBIT
“I”

      

      


      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      EXHIBIT
“J”

       

      SELLER’S
LETTER FOR COMPLIANCE WITH FASB INTERPRETATION NO. 46

       

      [Date]

       

      D. R.
Horton, America’s Builder

      address

      address

      Attn:  [name],
Division President

       

      Re:      Purchase
and Sale Agreement for up to [number] (##) single family dwelling finished lots,
situated in [name] (the “Subdivision”), in the
City of [name] (the “City”), County of
[name] (the “County”),
California

       

      Dear Mr.
[name]:

       

      In order
to assist Buyer’s compliance with FASB Interpretation No. 46 (Consolidated of
Variable Interest Entities), Seller represents to Buyer that in its cumulative
relationship with Buyer, which is fully described in Exhibit 1 attached hereto,
Buyer is purchasing ________ % of the value of the total assets of Seller as of
the date hereof.  In the event the exact percentage of assets cannot
be disclosed, Seller represents that as of the date hereof Buyer is
purchasing:

       

      _____
<35% of the value of Seller’s assets

       

      _____
>=35% but <50% of the value of Seller’s assets

       

      _____
>=50% but <75% of the value of Seller’s assets

       

      _____
>=75% but <100% of the value of Seller’s assets

       

      _____
100% of the value of Seller’s assets

       

      This
percentage only considers the assets of Seller and does not consider the
separate assets of any principal(s) or other related entities.

       

      Sincerely,

       

      [seller],
a [entity]

       

      By:
_________________________

       

      Name:_______________________

       

      Title:________________________

       

      
        EXHIBIT
“J”

      

      


      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      Exhibit 1 to Compliance
Letter

       

      [List
name of each contract, the date of the contract, the Horton entity acquiring the
property and the number of lots or acreage of the land being
acquired.]


       

      NONE.

       

      
        EXHIBIT
“J”

      

      


      
        
          
             


          

          
            2