exv10w6






Exhibit 10.6




ALL-INCLUSIVE PURCHASE MONEY NOTE SECURED BY DEED OF TRUST




					
	 	 	 	 	 
	$2,900,000.00
	 	Irvine, California
	 	November 6, 2009






THIS NOTE CONTAINS A BALLOON PAYMENT



The undersigned, SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company
(“Maker"), promises to pay to TSG LITTLE VALLEY, L.P., a California limited partnership (“Payee"),
the sum of Two Million Nine Hundred Thousand Dollars ($2,900,000.00), with interest thereon at the
rate herein below set forth, commencing on the date hereof.



The amount of this All-Inclusive Purchase Money Note Secured by Deed of Trust (this “Note")
includes the unpaid balance of that certain Promissory Note having a Loan Date of April 3, 2006, in
the original principal amount of $2,000,000.00, payable to 1st Centennial Bank, a copy
of which is attached to this Note and incorporated herein as if fully set forth herein (the
“Included Note"). The Included Note is secured by a Deed of Trust dated April 3, 2006 and recorded
on April 10, 2006 in the Official Records of Riverside County, California as Instrument No.
2005-0254320. The outstanding principal balance on the Included Note as of November 3, 2009 is
approximately $1,750,000. Maker and Payee acknowledge that Payee remains obligated to the Bank on
the Included Note. The current payee under the Included Note is the Federal Deposit Insurance
Corporation, as receiver for 1st Centennial Bank.



Maker agrees to make payment of interest and principal under this Note to Payee as follows:



Interest on the principal amount of this Note shall bear interest at a rate of twelve percent (12%)
per annum until this Note is paid in full. All unpaid principal and interest shall be due and
payable in full one (1) year from the date of this Note. Maker reserves the right to pre-pay all
principal and accrued interest under this Note at any time without penalty.



Payments shall be in lawful money of the United States, and when received by Payee shall first be
applied to accrued interest under this Note, then applied to reduce the principal balance of this
Note.



Should payee fail to pay any installments when due upon the Included Note as provided herein, Maker
may make such payments directly to payee of the Included Note, and the amount shall be credited to
the next following installment or installments due under this Note. Any reduction in the unpaid
principal balance or payment of accrued interest of the Included Note, other than by payment
thereupon by Payee, such as by payment from an award in eminent domain, or of proceeds of
insurance, shall be credited to the unpaid balance and interest hereon in like amount.



Should default be made in the payment by Maker when due, the whole sum of principal and interest
shall become immediately due at the option of Payee of this Note.



If action be instituted on this Note, Maker promises to pay such sums as the court may fix as
attorneys’ fees. This Note is secured by an All Inclusive Deed of Trust to FIRST AMERICAN TITLE
INSURANCE COMPANY, as trustee. Said Deed of Trust states in part as follows:





“In the event the property encumbered by this Deed of Trust, or any part thereof, or
any interest therein is sold, agreed to be sold, conveyed or alienated by the
Trustor, or by the operation of law or otherwise, all obligations secured by this
instrument, irrespective of the



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maturity dates expressed therein, at the option of Beneficiary and without demand or
notice, shall immediately become due and payable in full.”




“In the event, without the express written consent of Beneficiary first obtained,
Trustor shall further encumber the property encumbered by this Deed of Trust, or any
part thereof, or any interest therein, all obligations secured by this Deed of
Trust, irrespective of the maturity dates expressed therein, at the option of
Beneficiary, shall immediately become due and payable in full.”



THIS NOTE CONTAINS A BALLOON PAYMENT



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




Maker:




	 	 	 	 	 
	 	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 	 
	 


The undersigned Payee agrees to satisfy the Included Note in full prior to the maturity date of
this Note and to cause to have recorded a Reconveyance of the Deed of Trust securing the Included
Note not later than the payment in full of the principal balance and accrued interest owing on this
Note.



TSG-LITTLE VALLEY, L.P., a California limited partnership




	 	 	 	 	 
	 	 	 
	By:  	         PortFolio Partners, Inc., general partner
 	 	 
	 	 	 	 



	 	 	 	 	 
	By:  	/s/
Stevan Gromet
 	 	 
	 	Stevan Gromet, President 	 	 
	 	 	 	 
	 




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