Third Amendment to the Purchase and Sale Agreement dated October 11, 2007.



 Exhibit 10.4 
 THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT 
 THIS THIRD AMENDMENT TO REAL
ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of the 11th day of October, 2007, by and between CABANA BEACH OF SAN MARCOS, L.P., a Delaware limited partnership, and CABANA SOUTH BEACH APARTMENTS
LP, a Delaware limited partnership (collectively, “Seller”), and EXCELSIOR LASALLE PROPERTY FUND, INC., a Maryland corporation (“Purchaser”). 
 R E C I T A L S 
 WHEREAS, Seller and Purchaser entered into that certain
Real Estate Purchase and Sale Agreement with an effective date of September 13, 2007, as amended by that certain First Amendment to Real Estate Purchase and Sale Agreement dated as of October 1, 2007, and by that certain Second Amendment
to Real Estate Purchase and Sale Agreement dated as of October 9, 2007 (the “Second Amendment”) (collectively, the “Purchase Agreement”), whereby Seller agreed to sell to Purchaser, and Purchaser agreed to
purchase from Seller that certain real property commonly known as Cabana Beach Apartments and located at 1250 Sadler Drive, San Marcos, Texas, and Cabana Beach Apartments (the “San Marcos Property”) and located at 1601 SW 51st
Terrace. Gainesville, Florida (the “Gainesville Property” and together with the San Marcos Property, the “Property”), as more particularly described in the Purchase Agreement; and 
 WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as provided herein. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, Seller and Purchaser agree as follows:

  

	 	1.	The above recitals are incorporated herein by reference and made a part hereof. 

  

	 	2.	All initially capitalized terms that are not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Purchase Agreement. 

  

	 	3.	Exhibits D, E, H, I (Gainesville Property only), J, K and L of the Purchase Agreement are deleted in their entirety and Exhibits D, E, H, I, J, K and L attached hereto,
respectively, are inserted in their place. 

  

	 	4.	The following shall be inserted at the end of Section 2.3 of the Purchase Agreement: “Notwithstanding the foregoing, Purchaser shall have the option to extend the Closing
Date to a date not later than November 21, 2007, provided that Purchaser delivers to Seller written notice thereof not later than two (2) Business Days prior to the then scheduled Closing Date and deposits into escrow with the Title
Company by wire transfer of immediately available federal funds the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) as additional Deposit.” 

  








	 	5.	The date “October 11, 2007” in Section 5.2 of the Purchase Agreement (as amended by the Second Amendment) is hereby deleted and the date “October 12, 2007”
is inserted in its place. 

  

	 	6.	Except as amended above, the Purchase Agreement remains unmodified and in full force and effect in accordance with its terms and provisions. 

  

	 	7.	This Amendment may be executed in multiple facsimile counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the
same instrument. 

 [The balance of this page has intentionally been left blank. Signature page follows.] 
  







 IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment on the date set forth above.

  

					
	SELLER
	
	 CABANA BEACH OF SAN MARCOS, L.P.,
 a Delaware
limited partnership

		
	By:	 	 Cabana Beach of San Marcos GP, Inc.,
 a
Florida corporation, its general partner

			
		 	By:	 	 /s/ Michael Ahwash

		 	Name:	 	Michael Ahwash
		 	Title:	 	President, Fort Group
	
	 CABANA SOUTH BEACH APARTMENTS LP,
 a Delaware
limited partnership

		
	By:	 	 Cabana SB of Gainesville, Inc.,
 a Florida
corporation, its general partner

			
		 	By:	 	 /s/ Michael Ahwash

		 	Name:	 	Michael Ahwash
		 	Title:	 	President, Fort Group
	
	PURCHASER
	
	 EXCELSIOR LASALLE PROPERTY FUND, INC.,
 a
Maryland corporation

		
	By:	 	 LaSalle Investment Management, Inc.,
 a
Maryland corporation, its Advisor

			
		 	By:	 	 /s/ Christine M. Akins

		 	Name:	 	Christine M. Akins
		 	Title:	 	Senior Vice President









 EXHIBIT D 
 EXCEPTIONS TO SELLER REPRESENTATIONS 
 San Marcos 
  

	1.	Honeycutt Fire Systems, LP 


	2.	U.S. Postal Solutions 


	3.	Time Warner Cable 


	4.	Worldwide Pest Control 


	5.	Study Breaks Magazine 


	6.	Scene Magazine 


	7.	College Rental Blue Book a/k/a What’s Happening Publications 


	8.	Apartment Finder Blue Book 


	9.	Campus Guide and Off Campus Living 


	10.	Apartment Experts 


	11.	Dahill Industries 


	12.	Benchmark Landscapes 


	13.	Bugmaster 


	14.	Waste Management 


	15.	What’s Happening Magazine 

 San Marcos 







 EXHIBIT D 
 EXCEPTIONS TO SELLER REPRESENTATIONS (Gainesville) 
  

	1.	Gainesville Apartment and Condo Guide 


	2.	Insite Magazine a/k/a Welcome Gainesville Florida 


	3.	Campus Talk 


	4.	AHRE Investors Two, Inc. d/b/a Apartment Hunters 


	5.	Apartment Finders 


	6.	B&B Office Systems 


	7.	Waynes Automatic Fire 


	8.	B&B Exterminating Co. 


	9.	Absolute Value Lawn Care, Inc. 


	10.	CoxCom, Inc. 


	11.	GRUcom 


	12.	Gator Pool Services, Inc. 


	13.	Elite Towing 


	14.	Waste Pro of Florida 


	15.	Crime Prevention Security Systems 


	16.	Stephen J. O’Grady of Florida, Inc. 


	17.	Massey Services, Inc. 


	18.	What’s Happening Publications a/k/a College Rentals 

 Gainesville








 Exhibit E 
 DEEDS 
 See Attached 
  








 Document prepare by/Return to: 
 E. Ashley McRae, Esq. 
 Carey, O’Malley, Whitaker & Manson, P.A. 
 712 South Oregon Avenue 
 Tampa, FL 33606-2516 
 Parcel ID No. 
 TX Deed-Special Warranty (Cash) 1 
  

			
	THE STATE OF TEXAS	 	    )
		 	    ) KNOW ALL MEN BY THESE PRESENTS:
	COUNTY OF	 	    )

 THAT THE UNDERSIGNED, Cabana Beach of San Marcos, L.P., hereinafter referred to as
“Grantor”, whether one or more, for in consideration of the sum of TEN DOLLARS ($10.00) cash, and other good and valuable consideration in hand paid by the Grantee herein named, the receipt and sufficiency of which is hereby fully
acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto                     ,
herein referred to as “Grantee”, whether one or more, the real property described as follows: 
 Lot 5A, Section Two, McKinley Place
Subdivision, a subdivision in Hays County, 
 Texas, according to the map or lat thereof, recorded in Volume 2, Page 330, 
 Plat Records of Hayes County, Texas. 
 This
conveyance, however, is made and accepted subject to any and all validly existing encumbrances, conditions and restrictions, relating to the hereinabove described property as now reflected by the records of the County Clerk of Hays County, Texas.

 TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging
unto the said Grantee, Grantee’s heirs, executors, administrators, successors and/or assigns forever; and Grantor does hereby bind Grantor, Grantor’s heirs, executors, administrators, successors and/or assigns to WARRANT AND FOREVER DEFEND
all and singular the said premises unto the said Grantee, Grantee’s heirs, executors, administrators, successors and/or assigns, against every person whomsoever claming or to claim the same or any part thereof, by, through, or under Grantor,
but not otherwise. 
 Current ad valorem taxes on said property having been prorated, the payment thereof is assumed by Grantee. 








									
	EXECUTED on                     , 2007.	 		  		  	
				
		 		 		  	CABANA BEACH OF SAN MARCOS, L.P.,
	Witnesses:	 		  	            a Texas limited partnership
		 		 		  	By: Cabana Beach of San Marcos, GP, its General Partner
		 		 		  	1301 Plantation Island Drive South
		 		 		  	St. Augustine, FL 32080-3108
	  
	 		  	
					
	Print Name:	 	  
	 		  	By:	  	  

		 		  		  	David H. Fort, its President
				
	  
	 		  		  	
					
	Print Name:	 	  
	 		  		  	
				
	Grantee’s Address:	 		  		  	
	  
	 		  		  	
				
	  
	 		  		  	
				
	THE STATE OF TEXAS)	 		  		  	
	COUNTY OF)	 		  		  	

 The foregoing instrument was acknowledged before me on
                    , 2007 by David H. Fort as President of Cabana Beach of San Marcos GP, the General Partner of Cabana Beach of San Marcos,
L.P., on behalf of the limited partnership. 
  

			
	  

	Notary Public, State of Texas
	Print Name :	 	  



  

	
	My Commission Expires:
	
	  









 PREPARED BY AND RETURN TO: 
 E. Ashley McRae, Esq. 
 Carey, O’Malley, Whitaker & Manson, P.A. 
 712 South Oregon Avenue 
 Tampa, FL 33606-2516

 Parcel ID No. 06680-022-000 
 SPECIAL WARRANTY DEED 
 THIS SPECIAL WARRANTY DEED made effective on
                    , 2007 by CABANA SOUTH BEACH APARTMENTS LP, a Delaware limited partnership, whose address is 1301 Plantation Island
Drive South, Suite 304, St. Augustine, FL 32080-3108 (the “Grantor”) to                     , a Maryland limited liability company,
whose address is                     
                     (the “Grantee”): 
 (Whenever used herein the terms “Grantor” and “Grantee” include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of
corporations.) 
 WITNESSETH: That the Grantor, for and in consideration of the sum of $10.00 and other valuable
considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, all that certain land situate in Alachua County, Florida, together with all improvements
located thereon (the “Land”), described on Exhibit “A” annexed hereto and incorporated herein by reference. 
 TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. 
 TO
HAVE AND TO HOLD, THE SAME IN FEE SIMPLE FOREVER. 
 AND the Grantor hereby covenants with said Grantee that the Grantor is
lawfully seized of the Land in fee simple; that the Grantor has good right and lawful authority to sell and convey the Land, and hereby warrants the title to the Land and will defend the same against the lawful claims of all persons claiming by,
through or under the said Grantor, subject to the following permitted exceptions: 
  

	 	1.	Taxes and assessments for the year 2007 and subsequent years, which are not yet due and payable; 

  

	 	2.	Easement to Florida Power Corporation, as recorded in Official Records Book 139, Page 49, of the Public Records of Alachua County, Florida. 









	 	3.	The City of Gainesville as recorded in Official Records Book 3246, Page 834, of the Public Records of Alachua County, Florida. 

  

	 	4.	Bellsouth Telecommunication, Inc. as recorded in Official Records Book 3298, Page 270, of the Public Records of Alachua County, Florida. 

  

	 	5.	Grant of Easement and Memorandum of Agreement as recorded in Official Records Book 3581, Page 532, of the Public Records of Alachua County, Florida. 

  

	 	6.	Rights of tenants, as tenants only, under unrecorded leases, as set forth on the rent roll attached hereto as Exhibit “A”, with no options or rights to purchase any
portion of the property. 

 IN WITNESS WHEREOF, the said Grantor has caused this Special Warranty Deed to be executed by its
duly authorized officer the day and year first above written. 
  

									
	Witnesses	 		 		  	CABANA SOUTH BEACH APARTMENTS LP,
		 		 		  	a Florida limited partnership
		 		 		  	By Cabana SB of Gainesville, Inc., General Partner
		 		 		  	1301 Plantation Island Drive South
	  
	 		  	St. Augustine, FL 32080-3108
					
	Print Name:	 	  
	 		  		  	
		 		 		  	By:	  	  

	  
	 		  		  	David H. Fort, President
					
	Print Name:	 	  
	 		  		  	of Cabana SB of Gainesville, Inc.

 STATE OF FLORIDA 
 COUNTY OF HILLSBOROUGH 
 The foregoing instrument was acknowledged before me on
                    , 2007, by David H. Fort, as President of Cabana SB of Gainesville, Inc., the General Partner of Cabana South Beach
Apartments LP, on behalf of the limited partnership. 
 SEAL 
  

			
	Print Name:	 	  

		 	Personally Known             
		 	OR Produced Identification             
		 	Type of Identification Produced                         









 EXHIBIT H 
 San Marcos 
  

					
	 SERVICE
	 	 VENDOR
	 	 ADDRESS

	 Advertising
	 	Study Breaks Magazine	 	 2520 Longview
 Suite 315
 Austin, TX 78705

			
	 Advertising
	 	Scene Magazine	 	 312A University Dr.
 San Marcos, TX
78666

			
	 Advertising
	 	Apartment Finder Blue Book	 	 112 W. Hopkins St.
 San Marcos, TX
78666

			
	 Advertising
	 	College Rentals Blue Book a/k/a What’s Happening Publications	 	 P.O. Box 143053
 Gainesville, FL
32614

			
	 Advertising
	 	Campus Guide	 	 1904 RR 12
 San Marcos, TX 78666

			
	 Advertising
	 	Campus Publishers of the South	 	 P.O. Box 143355
 Austin, TX 78714

			
	 Alarm-Burglar and Fire Sprinkler Monitoring
	 	Honeycutt fire systems	 	 2340 Patterson Industrial Dr.
 Pflugerville, TX 78660


			
	 Apartment Locator
	 	Apartment experts	 	 6850 Austin Center Blvd.
 Suite 210
 Austin, TX 78731

			
	 Cable and Internet
	 	Time Warner Cable	 	 12012 North MoPac
 Expressway Austin, TX
78758

			
	 Copier Rental/Maint.
	 	Dahill Industries	 	 P.O. Box 314
 San Antonio, TX 78292

			
	 Lawn services
	 	Benchmark Landscapes, LLC	 	 109 North RR 620
 Austin, TX 78734

			
	 Mail Distribution
	 	US Postal Solutions, Inc.	 	 3035 NE 21 Way
 Gainesville, FL
32609

			
	 Pest Control
	 	World Wide Pest Control	 	 5808 IH 10 West
 San Antonio, TX
78201

			
	 Termite Bonds
	 	Bugmaster-Frank Hoage	 	 8411 North IH 35
 Austin, TX 78753

			
	 Trash Removal
	 	Waste Management	 	 4730 SE Loop 410
 San Antonio, TX
78222

			
	 Vending Machines
	 	Tobar Vending	 	 1515 Aquarena Springs Drive
 Suite 103
 San Marcos, TX 78666









 EXHIBIT H 
 Gainesville 
  

					
	 SERVICE
	 	 VENDOR
	 	 ADDRESS

	Advertising	 	Gainesville Apt & Condo Guide	 	 P.O. Box 357783
 Gainesville, Florida
32635

			
	Advertising	 	Insite Magazine d/b/a Welcome Gainesville, Florida	 	 P.O. Box 15192
 Gainesville, Florida
32604

			
	Advertising	 	What’s Happening Publications a/k/a College Rentals	 	 P.O. Box 143053
 Gainesville, Florida
32635

			
	Advertising	 	Apartment Finder	 	 12443 San Jose Blvd., Suite 201,
 Jacksonville, FL
32223

			
	Advertising	 	Campus Talk	 	 P.O.Box 143053
 Gainesville, FL
32608

			
	Advertising	 	The Independent Florida Alligator	 	Unknown
			
	Alarm-Burglar and Fire	 	Crime Prevention Security Systems, Inc.	 	 4701SW 34th St.
 Gainesville, FL 32608

			
	Security and Fire Monitoring	 	Universal Security Monitoring, Inc.	 	Unknown
			
	Answering Service	 	Schweickart & Associates	 	 3452 Stelhorn Rd.
 Fort Wayne, In
46815-4630

			
	Apartment Locator	 	AHRE Investors Two, Inc. d/b/a Apartment Hunters	 	 1037 N. Dale Mabry
 Tampa, FL
32080

			
	Cable	 	Cox Communications	 	 6020 NW 43rd St.
 Gainesville FL 32653

			
	Copier Rental/Maintenance	 	B & B Office Systems	 	 3213 SW 42nd
 Street Gainesville FL 32608

			
	Internet Services	 	GRUCom	 	 Gainesville Regional Utilities
 301 SE 4th Ave
 Station A-136
 Gainesville Fl,32601










					
			
	Lawn Services	 	Absolute Value Lawn Care Inc.	 	 3550 NW 97th Blvd.
 Gainesville Fl, 32606

			
	Maintenance	 	Stephen J. O’Grady of Florida, Inc.	 	 9420 NW 13TH St.
 Gainesville, FL
32653

			
	Pest Control	 	Massey Services Inc.	 	 3210 SW 40th Blvd.
 Suite G-10
 Gainesville, FL 32608

			
	Pool Maintenance	 	Gator pool Service	 	 PO Box 2181
 Gainesville FL 32602

			
	Sprinkler System	 	Waynes Automatic Fire	 	 11326 Distribution Ave.
 West Jacksonville, FL
32256

			
	Termite Bonds	 	B & B Exterminating Co.	 	 215 Osceloa St.
 Jacksonville, FL
32204

			
	Towing Service	 	Elite Towing	 	 907 B SW 3rd Street
 Gainesville, FL

			
	Trash Removal	 	WastePro of Florida, Inc.	 	 2101 W SR 434 Suite 315
 Longwood, FL
32779

			
	Courier Services	 	Gizmo’s Mail Service	 	 17598 NW 181st Street,
 Alachua, FL
32615









 EXHIBIT I 
 LIST OF PERSONAL PROPERTY 
 See Attached 







 Gainesville Personal Property Listing 
  

					
	 Description
	  	# of
items/sets	  	 Memo

	 Four Bedroom Buildings (Phase I & II)

	 Couch
	  	240	  	
	 Arm chairs
	  	336	  	
	 Coffee table
	  	240	  	
	 Dining table/2 chairs
	  	240	  	
	 Patio table/4 chairs
	  	240	  	
	 Entertainment stand
	  	240	  	
	 Television
	  	240	  	
	 Mounting brackets
	  	96	  	
	 Refrigerator
	  	240	  	
	 Dishwasher
	  	240	  	
	 Microwave
	  	240	  	
	 Washer/Dryer set
	  	240	  	
	 Bed
	  	960	  	Includes frame, headboard, & matress/box spring set
	 Nightstand
	  	960	  	
	 Desk w/built-in
	  	960	  	
	 Desk chair
	  	960	  	
			
	 Two Bedroom Buildings (Phase I & II)
	  		  	
	 Couch
	  	264	  	
	 Arm chairs
	  	156	  	
	 Coffee table
	  	264	  	
	 Dining table/2 chairs
	  	264	  	
	 Patio table/4 chairs
	  	264	  	
	 Entertainment stand
	  	264	  	
	 Television
	  	264	  	
	 Mounting brackets
	  	156	  	
	 Refrigerator
	  	264	  	
	 Dishwasher
	  	264	  	
	 Microwave
	  	264	  	
	 Washer/Dryer set
	  	264	  	
	 Bed
	  	528	  	Includes frame, headboard, & matress/box spring set
	 Nightstand
	  	528	  	
	 Desk w/built-in
	  	528	  	
	 Desk chair
	  	528	  	

  







 Cabana Gainesville 
 Phase II 
 Personal Property 
 August 12, 2007 
  

									
	 Description
	  	Cost Per
Unit	  	Number
Unit	  	 Total
 Cost

	 2 Bedrooms / 2 Baths:
	  			  		  		
	 Head board and mattress
	  	$	499.43	  	312	  	$	155,822
	 Study chair and desk
	  	$	276.34	  	312	  	$	86,218
	 TV wall shelf
	  	$	188.13	  	312	  	$	58,697
	 Night tables
	  	$	143.86	  	312	  	$	44,884
	 Sofas and ottomans
	  	$	920.87	  	156	  	$	143,656
	 TV Shelfs
	  	$	253.25	  	156	  	$	39,507
	 Dining table and 2 chairs
	  	$	440.68	  	156	  	$	68,746
	 Patio table and 4 chairs
	  	$	90.00	  	156	  	$	14,040
	 Refrigerator and range
	  	$	700.00	  	156	  	$	109,200
	 Dishwasher/disposal/microwave
	  	$	322.37	  	156	  	$	50,290
	 Washer and dryer
	  	$	580.00	  	156	  	$	90,480
				
	 4 Bedrooms / 4 Baths:
	  			  		  		
	 Head board and mattress
	  	$	499.43	  	384	  	$	191,781
	 Study chair and desk
	  	$	276.34	  	384	  	$	106,115
	 TV wall shelf
	  	$	188.13	  	384	  	$	72,242
	 Night tables
	  	$	143.86	  	384	  	$	55,242
	 Sofas and ottomans
	  	$	920.87	  	96	  	$	88,404
	 TV Shelfs
	  	$	253.25	  	96	  	$	24,312
	 Dining table and 2 chairs
	  	$	440.68	  	96	  	$	42,305
	 Patio table and 4 chairs
	  	$	90.00	  	96	  	$	8,640
	 Refrigerator and range
	  	$	700.00	  	96	  	$	67,200
	 Dishwasher/disposal/microwave
	  	$	322.37	  	96	  	$	30,948
	 Washer and dryer
	  	$	580.00	  	96	  	$	55,680
				
	 42 inch Plasma HDTV Flatscreen
	  	$	1,329.82	  	255	  	$	339,104
	 Universal articulating wall bracket
	  	$	299.00	  	134	  	$	40,066
	 Smart mount tilt wallmount
	  	$	99.00	  	121	  	$	11,979
		  			  		  	 	 
	 Total
	  			  		  	$	1,995,557
		  			  		  	 	 

  







 EXHIBIT J 
 WARRANTIES (San Marcos) 
  

			
	 PRODUCT OR SYSTEM
	  	 MANUFACTURER OR SUBCONTRACTOR

	Gate	  	Auto Gate
		
	Interior and Exterior Painting	  	Beckner Painting Associates, Inc.
		
	Roofing Installation	  	Brinkman Roofing
		
	Roof-Shingle	  	GAF Materials Corporation
		
	Concrete Foundation	  	C&C Concrete, Inc.
		
	Installation of Basketball goals, fending for basketball and acrylic surfacing of basketball court	  	Coastal Plains Sales & Service
		
	Painting of parking lots and installation of parking signs	  	Evans Pavement Markings
		
	Sitework and Utilities	  	Linco Construction Co.
		
	Gutters and Downspouts	  	Nationwide Gutter, Inc.
		
	Plumbing	  	Robinson Plumbing, Inc.
		
	Installation of doors, millwork and hardware	  	UBI Products
		
	Electrical	  	HR VanKirk Electric, Inc.
		
	Windows	  	HR Windows
		
	Carpet Adhesive	  	W.W. Henry Company
		
	Tile & Tile Adhesive	  	Armstrong
		
	Window Shades	  	Nysan Shading Systems
		
	Tilt Mirrors	  	Bobrick
		
	Shelving	  	LeeRowan
		
	Sliding Doors	  	DSH
		
	Pool	  	Fun N Sun Pools of Austin, Inc.
		
	Electrical for Pool	  	Allied Innovations LLC
		
	Pool Cartridge Filder	  	Pentair Pool Products
		
	Pool Pump	  	Pentair Pool Products
		
	Pool Heater	  	Raypak
		
	Pool Lighting	  	Pentair Pool Products
		
	Appliances (Stove, washer, dryer, refrigerator, range hood, microwave, garbage disposal)	  	WhirlPool
		
	Security System	  	NAPCO Security Systems, Inc.
		
	Ceiling Fans	  	Westinghouse
		
	HVAC-air handler	  	Goodman Manufacturing Company, L.P.
		
	Air Conditioner	  	Goodman Manufacturing Company, L.P.
		
	Urinal Flushometers	  	Sloan Valve Company
		
	Two Station Wall Mount Water Coolers	  	Elkay
		
	Water Heaters	  	A.O. Smith Water Heaters
		
	Floor Drain Trap Primer	  	Precision Plumbing Products, Inc.









			
	Pressure Balancing Cycling in-wall Valve, Trim for Pressure Balancing Cycling in-wall Valve, Shower Handle	 	Cleveland Faucet
		
	One Handle Kitchen Faucet, Two Handle Lavatory Faucet	 	Cleveland Faucet
		
	Toilets	 	ProFlo by Ferguson Enterprises, Inc.
		
	Roofing	 	GAF Materials Corporation
		
	Doors	 	Masonite-Premdor
		
	Showers	 	Aquarius Bathware
		
	Manifold	 	Central Sprinkler Company
		
	Fire Alarm System	 	Silent Knight

 NOTE-Seller makes no representations or warranties as to whether the Warranties listed herein remain in effect.








 EXHIBIT J 
 WARRANTIES (Gainesville-Phase I) 
  

			
	 PRODUCT OR SYSTEM
	 	 MANUFACTURER OR SUBCONTRACTOR

	Swimming Pool	 	Brogan Pools & Spas
		
	Roof	 	CertainTeed
		
	HVAC -installation	 	Builder’s Air of North Fla.
		
	 Underground Pipe
 Placement/Directional
 Drilling
	 	Future Works Communications
		
	Roofing	 	IGC Roofing
		
	Elevated Waterproofing	 	Morton Concrete Inc.
		
	Post-Tension Concrete Slabs	 	Ridenhour Concrete & Supply, Inc.
		
	Paint	 	M.A. Bruder & Sons, Inc.
		
	Plumbing	 	Sexton Plumbing Co.
		
	Insulation	 	SSD Insulation, Inc.
		
	Drywall	 	Stanley Smith Drywall, Inc.
		
	Painting	 	Stanley Smith Drywall, Inc.
		
	Fire Sprinklers	 	Wayne Automatic Fire Sprinklers
		
	Appliances (Dishwasher, stove, washer, dryer, microwave, range hood, refrigerator)	 	Whirlpool
		
	Wire Shelving	 	Lee/Rowan Company
		
	Plumbing Fixtures	 	ProFlo
		
	Doors	 	Premdor
		
	Sliding, Bifold and Pivot Clubhouse Doors	 	DSH Doors
		
	Door Closers	 	Taymor
		
	Loadcenter and Branch Circuit Breakers	 	Cutler-Hammer
		
	Smoke Detectors	 	USI Electric, Inc.
		
	Chime Systems	 	USI Electric, Inc.
		
	Rare Earth Magnets	 	George Risk Industries, Inc.
		
	Low Frequency Evacuation Signals and Low Current Mini-horn	 	Gentex
		
	HVAC	 	Goodman Manufacturing Company
		
	Sea Shore/Four Seasons Acrylic Latex House Paint	 	MAB
		
	Vulken Sealants	 	Tremco
		
	Residential Water Heaters	 	State Water Heaters
		
	Security System	 	Digital Security Controls Ltd.
		
	Fire Alarm System	 	Fire-Lite Alarms by Honeywell
		
	Vinyl Composition Tile and Adhesive	 	Armstrong
		
	Windows	 	Atrium

 NOTE-Seller makes no representations or warranties as to the terms and conditions of the Warranties nor whether
the Warranties listed herein remain in effect 







 EXHIBIT J 
 WARRANTIES (Gainesville-Phase II) 
  

			
	 PRODUCT OR SYSTEM
	 	 MANUFACTURER OR SUBCONTRACTOR

	Roofing Installation	 	A.R.C.I., Ltd.
		
	Roof-Asphalt Shingle	 	CertainTeed
		
	Gyp-Crete and Light Weight Concrete	 	BH-FFS, LLC
		
	Installation of Mechanical Systems	 	Mechanical Design Solutions, Inc.
		
	HVAC	 	Goodman Manufacturing Co.
		
	Drywall	 	Ozark Atlantic, LLC
		
	Plumbing	 	Sexton Plumbing Co.
		
	Electrical Installation	 	HR VanKirk Electric
		
	Appliances (Dishwasher, microwave, stove, refrigerator, washer, dryer, range hood)	 	Whirlpool
		
	Entry Doors	 	Taylor Building Products, Inc.
		
	Door Frames	 	Rediframe by The Dunbarton Corporation
		
	Bathroom Mirrors	 	Binswanger Mirror Products
		
	Ceiling Fans	 	Westinghouse
		
	Meter Equipment	 	Eaton Electrical and Milbank Standard Distributors
		
	Cooper Wire and Cabling	 	Coleman Cable Co.
		
	Aluminum Cable	 	Alcan Cable, Division of Alcan Products Corp.
		
	PVC Plastic Pipe	 	Cantex, Inc.
		
	Various Electrical Products	 	Hubbell Electrical Products
		
		 	Erico Products
		
	Outlet boxes, box extensions and box covers	 	Allied Moulded Products, Inc.
		
	Fire Alarms	 	Fire Lite Alarms, Inc.
		
	Garage Door Openers	 	Overhead Door Corporation
		
	HVAC (heat pump, condenser, air handlers)	 	Goodman Manufacturing Co., L.P.
		
	Water Heaters	 	State Water Heaters
		
	Two-handle bathroom faucet, Pressure Balance Shower Faucet Trim Kit, Kitchen Faucet	 	Pro Flo by MarketFocus Communications, Inc. distributed by Ferguson
		
	Windows	 	AtriumWindows and Doors

 NOTE-Seller makes no representations or warranties as to whether the Warranties listed herein remain in effect.








 EXHIBIT K 
 LEASING AND CREDIT GUIDELINES 
 See Attached 







 Exhibit K 
 FortGroup Development / Suite USA, Inc 
 Leasing & Credit Acceptance Guidelines 

LEASING STANDARDS 
 Suite USA, Inc. demands the following occupancy
standards to apply at all apartments and bedrooms within the portfolio: 
  

	 	•	 	 Number of Bedrooms/Apartment is less than or equal to the Number of Qualified Occupants (residents)/Apartment. 


  

	 	•	 	 Each Bedroom is limited to one (1) occupant and this occupant must be a resident who qualifies for tenancy individually or through joint worthiness.



  

	 	•	 	 Guests are limited to three (3) days within each ninety (90) day period; otherwise the guest must qualify for tenancy. This policy will be the standard
unless otherwise approved by the Managing Agent on a case-by-case basis. 


  

	 	•	 	 Residents are limited to five individual guests. This gives a maximum anytime occupancy of twenty (20) people in a four (4) bedroom, fifteen
(15) people in a three (3) bedroom, and ten (10) people in a two bedroom. 


  

	 	•	 	 Occupancy shall be in compliance with all rules, regulations, ordinances, and laws of all Local, State, and Federal authorities having jurisdiction over such
occupancy. 


 Three Methods of Qualification 
  

	 	•	 	 Guarantor (co-signor) 


  

	 	•	 	 Self-Guaranty 


  

	 	•	 	 Three-Month Prepayment 


 QUALIFICATION: GUARANTOR

 A Guarantor is defined by Suite USA, Inc. as anyone over the age of twenty-one (21) years who can legally qualify to complete an application for
residency and who is willing to accept the financial responsibility of the applicant that they have chosen to sponsor for tenancy. This is not solely limited to the parents and/or guardians of the applying resident(s). This guarantor is jointly
responsible for all leases, including any subsequent renewal contracts, which the resident may sign during their tenancy. 







 The applying Guarantor must complete the standardized “Unconditional and Continuing Parental or Sponsor
Guaranty” form. The signature of the Guarantor must either be notarized by an independent party or witnessed by an agent of the property. A credit report will be then be pulled on the applying Guarantor. 
 The credit report must indicate no less than three (3) revolving lines of credit, a credit worthiness score 600 or above, and at least twelve
(12) months of good payment history. *For Guarantors, the inclusion is made to allot for those who are establishing credit so long as they meet the additional qualification requirements. 
 In conjunction with the satisfactory credit report, the applying Guarantor must also have indication of twelve (12) months of rental/mortgage history (either by a
Rental History Request or as reported by the credit bureau) and a reported gross household income of no less than three (3) times the monthly rent. 
 QUALIFICATION: SELF-GUARANTY 
 A Self-Guaranty is defined by Suite USA, Inc. as anyone over the age of eighteen (18) years who can
legally qualify to complete an application for residency and who is willing to accept the financial responsibility associated with that residency. This method of qualification holds the applying individual as the sole source of financial
responsibility for the term of the contract. This also included any subsequent renewal contracts which the resident may then sign during their tenancy. 
 The applying Self-Guaranty must complete the standardized “Unconditional and Continuing Parental or Sponsor Guaranty” form. The signature of the Self-Guaranty must either be notarized by an independent party or witnessed by an
agent of the property. A credit report will be then be pulled on the applying Guaranty. 
 The Self-Guaranty is required to have a credit report
indicating no less than three (3) revolving lines of credit, a credit worthiness score 600 or above, and at least twelve (12) months of good payment history. *For Self-Guaranties, the inclusion is made to allot for those who are
establishing credit so long as they meet the additional qualification requirements. 
 The Self-Guaranty applicant must be currently employed and a
verification will be performed on the following criteria: 
  

	 	•	 	 Length of employment. Suite USA, Inc. requires twelve (12) months of continued employment in the same geographic location. 


  

	 	•	 	 Current salary or wages. Suite USA, Inc. requires a minimum coverage of three times the rent, i.e. the GROSS salary or wages must be at least three (3) times
the monthly rent. 


  

	 	•	 	 The probability of continued employment. The answer should be “yes.” 


 If rent will be paid from an employment source of income, and it has been verified, and it is sufficient to cover the rent more than three (3) times, this element of the qualifying process is complete. If rent
will NOT be paid from an employment source of income, then the other source(s) must be verified. 








	 	•	 	 If the Applicant is a student, and there is financial aid involved, that must be verified by the applicable college/university. A written letter from the college or
university, stating the amount of the financial award is required. The award letter must be in hard copy form and will be placed in the applicant’s file. We will not, however, defer any rental payments due to untimely aid disbursement.



  

	 	•	 	 If there is another source of income that is going to be utilized to pay rent (trust fund, Social Security, disability income, savings account, etc.) it must be
verified in writing by the source and approved by Corporate. Child support and alimony payments are not eligible to be counted as sources of income. The income/rent payment ratio (3x gross income) remains the same for any of the other eligible
sources of income. 


 Qualification: Three-Month Prepayment 
 For applicants without the means to qualify independently or those without a viable Guarantor option, they have the availability to pay down a three-month equivalent to the rent prior to taking occupancy. This
three-month prepayment is equal to three (3) times the monthly rental rate as indicated on their lease agreement. They have the option at the end of their lease agreement to apply it to the last three (3) remaining months of their
contract. If the tenant should choose to renew past their initial contract period, this prepaid amount shall carry over to the remaining three (3) months of the renewal lease term. 







 EXHIBIT L 
 LIST OF PERMITS (SAN MARCOS) 
  

	1.	Watershed Protection Plan Permit issued by the City of San Marcos dated July 6, 2005, Permit No. 05-118 

  

	2.	Site Development Permit issued by the City of San Marcos dated June 1, 2001, Permit No. 10-1039 

  

	3.	Site Preparation Plan Permit issued by the City of San Marcos dated July 6, 2005, Permit No. 05-119 

  

	4.	The Certificates of Occupancy issued by the City of San Marcos for all buildings dated October 4, 2006, Permits BL-05-01484 thru BL-05-01501, BL-05-01504 thru BL-05-01506,
BL-05-02324, BL-05-02347 








 EXHIBIT L 
 LIST OF PERMITS (GAINESVILLE) 
  

	1.	Department of Business and Professional Regulations, Division of Hotels and Restaurants Permit for Nontransient Apartment issued by the on May 4, 2007, License NAP1102958


  

	2.	Department of Health Annual Operating Permit for Swimming Pool dated May 16, 2007, License 079487 

  

	3.	St. Johns River Water Management District Permit issued on January 24, 2005, Permit No. 40-001-94724-1 

  

	4.	New Apartments Permit issued by the City of Gainesville-Building Inspection Department 

  


	 	a.	Dated August 15, 2005 for Building 1, 3-4, 6-19, Permit Nos. 20055565-20055568, 20055570-20055578, 20055580-20055585 

  

	 	b.	Dated September 27, 2005 for Building 2 and 5, Permit Nos. 2005566, 20055569 

  

	 	c.	Dated August 15, 2005 for the Clubhouse, Permit No. 20055564 

  

	 	d.	Dated August 15, 2005 for the Mail Building, Permit No. 20055689 

  

	 	e.	Dated August 15, 2005 for the Maintenance Buildings; Permit Nos. 20055579 and 20055586. 

  

	 	f.	Dated August 15, 2005 for the Gate House, Permit No. 20055688 

  

	5.	City of Gainesville approval of final development order dated May 18, 2005, Petition No. 40SPL-01 DB 

  

	6.	City of Gainesville zoning compliance letter dated May 4, 2005; Petition No. 40SPL-01 DB 

  

	7.	Department of Environmental Protection Agency, Permit for Stormwater Discharge dated August 19, 2005, Project ID No. FLR10AX62 

  

	8.	Alachua County, Florida approval of driveway improvements and drainage connection dated July 11, 2007, Permit No. 05-142 

  

	9.	The following Certificates of Completion issued by the City of Gainesville Building Inspection Department: 

  

	 	a.	Dated July 16, 2006 for Site Work on Phase II, Permit No. 20065147 

  

	10.	The following Certificates of Occupancy issued by the City of Gainesville Building Inspection Department: 

  

	 	a.	Dated August 15, 2005 for Buildings 1, 4, 6-19, Maint. Building, Clubhouse, Permit Nos. 20055565, 20055568, 20055570-20055574, 20055576-20055578, 20055580-20055585, 20055579,
20055564, 

  

	 	b.	Dated September 27, 2005 for Building 2, Permit No.20055566 

  

	 	c.	Dated August 31, 2005 for Building 3, Permit No. 20055567 

  

	 	d.	Dated September 27, 2005 for Building 5, Permit No. 20055569 

  

	 	e.	Dated January 18, 2007 for Buildings 20-39, Maint. Building, Bus Shelter Permit Nos. 20068041-20068060, 20068899, 20055579, 20068900 

  

	 	f.	Dated May 17, 2007 for Mail Box Kiosk, Permit No. 20071701