Exhibit
10.24

    


    FHA
FORM NO. 4165-D

            (CORPORATE)

        Rev.
November 1974

    


    MORTGAGE
NOTE

    


    
      	
              $13,770,000.00

            	
              Columbus,
      Ohio

            
	 
      	
              As
      of July 30, 2009

            


    

    


    FOR VALUE RECEIVED, the
undersigned, CARRIAGE COURT
HILLIARD,LLC a Delaware limited liability company, promises to pay to
RED MORTGAGE CAPITAL,
INC., an Ohio corporation, at its principal office at Two Miranova Place,
12th
Floor, Columbus, Ohio 43215 or at such other place as may be designated in
writing by the holder of this Mortgage Note, the principal sum of THIRTEEN MILLION SEVEN HUNDRED
SEVENTY THOUSAND AND 00/100THS DOLLARS ($13,770,000.00), with interest
thereon from the date hereof at the rate of Five and forty one-hundredths per
centum (5.40%) per annum on the unpaid balance until paid.  The
principal and interest shall be payable in monthly installments as
follows:

    


    Interest alone shall be due and payable
on the first day of August, 2009.  Thereafter, commencing on the first
day of September 2009, installments of principal and interest shall be due and
payable in the sum of Seventy Three Thousand Forty-Seven and 27/100ths Dollars
($73,047.27) each, such payments to continue monthly thereafter on the first day
of each succeeding month until the entire indebtedness has been paid in
full.  In any event, the balance of principal (if any) remaining
unpaid, plus accrued interest shall be due and payable on August 1, 2044. The
installments of principal and interest shall be applied first to interest at the
rate aforesaid upon the principal sum or so much thereof as shall from time to
time remain unpaid, and the balance thereof shall be applied on account of
principal.

    


    This Mortgage Note is secured by a
Mortgage Deed upon real estate in Hilliard, Franklin County, Ohio, and is to be
construed according to the laws of the State of Ohio.

    


    If default be made in the payment of
any installment under this Mortgage Note, and if such default is not made good
prior to the due date of the next such installment, the entire principal sum and
accrued interest shall at once become due and payable without notice, at the
option of the holder of this Mortgage Note.  Failure to exercise this
option shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default.  In the event of default in the
payment of this Mortgage Note, and if the same is collected by an attorney at
law, the undersigned hereby agree(s) to pay all costs of collection, including a
reasonable attorney's fee.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    In the event any installment or part of
any installment due hereunder becomes delinquent for more than fifteen (15)
days, there shall be due, at the option of the holder, in addition to other sums
due hereunder, a sum equal to two percent (2%) of the amount of such installment
of principal and interest so delinquent.  Whenever under the law of
the jurisdiction where the property is located, the amount of any such late
charge is considered to be additional interest, this provision shall not be
effective if the rate of interest specified in this Mortgage Note, together with
the amount of the late charge, would aggregate an amount in excess of the
maximum rate of interest permitted and would constitute usury.

    


    Prepayment of this Mortgage Note is
subject to the terms and provisions set forth in the Allonge #1 attached hereto
and incorporated herein by this reference.

    


    All parties to this Mortgage Note,
whether principal, surety, guarantor, or endorser hereby waive presentment for
payment, demand, protest, notice of protest, and notice of
dishonor.

    


    Notwithstanding any other provision
contained in this Mortgage Note, it is agreed that the execution of this
Mortgage Note shall impose no personal liability on the maker hereof for payment
of the indebtedness evidenced hereby and in the event of a default, the holder
of this Mortgage Note shall look solely to the property described in the
Mortgage Deed and to the rents, issues and profits therefore in satisfaction of
the indebtedness evidenced hereby and will not seek or obtain any deficiency or
personal judgment against the maker hereof except such judgment or decree as may
be necessary to foreclose and bar its interest in the property and all other
property mortgaged, pledged, conveyed or assigned to secure payment of this
Mortgage Note except as set out in the Mortgage Deed of even date given to
secure this indebtedness.

    


    Signed
and sealed the day and year first above written.

    


    
      
        	 	
                CARRIAGE
      COURT HILLIARD LLC

              
	 	
                a
      Delaware limited liability company

              
	 	 
      
	 	
                By:

              	
                Wilkinson
      Corporation

              
	 	 
      	
                a
      Washington corporation

              
	 	
                Its:

              	
                Non-Member
      Manager

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ Lonnie Gienger

              
	 	 
      	
                Name: 
       Lonnie Gienger

              
	 	 
      	
                Its:      
       President and CEO

              


      

    

    


    ACKNOWLEDGMENT

    


    THIS IS TO CERTIFY that this
is the Mortgage Note described in and secured by a Mortgage Deed of even date
herewith and in the same principal amount as herein stated and secured by real
estate situated in Hilliard, Franklin County, Ohio.

    


    Dated as
of this ___ day of ____, 2009.

    


    
      
        
          	
                  [SEAL]

                	
                     

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Notary
Public

    
      
        	 
      	
                My
      Commission Expires:  ___________________

              	 
      
	
                 

                STATE
      OF OHIO

                 

                LOAN
      NO. ____

                
                   

                    
      

                  Mortgage
      Note 

                    
      

                

                 

                
                  
      

                 

                TO

                 

                RED
      MORTGAGE CAPITAL, INC.

                 

                No.
      043-22037

                 

                Insured under §207 pursuant to
      §223(f) of the National Housing Act and Regulations
      thereunder

                 

                In
      effect on July
      6, 2009

                 

                To the extent of
      advances approved by the Secretary of Housing and Urban Development acting
      by and through the Federal Housing Commissioner

                 

                By
      ________________________________________

                (Authorized
      Agent)

                 

                

                  Date
      _______________________________________

                

                  

                A
      total sum of $13,770,000.00 has been
      approved for Insurance hereunder by the Secretary of Housing and Urban
      Development acting by and through the Federal  Housing
      Commissioner

                 

                By
      ________________________________________

                (Authorized
      Agent)

                 

                Date   July 30,
      2009

                  

                ___________________________________________

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ALLONGE  #1

    TO
MORTGAGE NOTE OF

    CARRIAGE
COURT HILLIARD, LLC (“Maker”)

    TO

    RED
MORTGAGE CAPITAL, INC. (“Holder”)

    IN
THE ORIGINAL PRINCIPAL SUM OF $13,770.000.00_______

    DATED
AS OF JUL

    
      
        	
                   

              


      

    

    


    1.           This
Allonge #1 modifies and supersedes the terms and conditions, if any, contained
in the Note relating to prepayment premiums. Except as provided in Paragraphs 2
and 3 below, Maker may not prepay any sums due under this Mortgage Note (the
“Note”) prior to September 1, 2011.  Following September 1, 2011,
Maker may prepay upon thirty (30) days advance written notice to the holder, the
indebtedness evidenced by this Note, in whole or in an amount equal to one or
more monthly installments of the principal next due, on the last day of any
month, provided such prepayment is accompanied by the applicable prepayment
premium (expressed as a percentage of the principal amount so prepaid) set forth
below:

    


    
      
        
          
            	
                    Prepayment Period

                  	 	
                    Prepayment Premium

                  	 
	 
      	 	 	 
	
                    September
      1, 2011 through August 31, 2012

                  	 	 	8	%
	
                    September
      1, 2012 through August 31, 2013

                  	 	 	7	%
	
                    September
      1, 2013 through August 31, 2014

                  	 	 	6	%
	
                    September
      1, 2014 through August 31, 2015

                  	 	 	5	%
	
                    September
      1, 2015 through August 31, 2016

                  	 	 	4	%
	
                    September
      1, 2016 through August 31, 2017

                  	 	 	3	%
	
                    September
      1, 2017 through August 31, 2018

                  	 	 	2	%
	
                    September
      1, 2018 through August 31, 2019

                  	 	 	1	%
	
                    September
      1, 2019 and thereafter

                  	 	
                    None

                  	 


          

        

      

    

    


    All such
prepayments, including the principal sum so prepaid, interest thereon to and
including the date of such prepayment and any prepayment premium due in
connection therewith, shall be in immediately available Federal
Funds.

    


    2.           Notwithstanding
any prepayment prohibition imposed and/or premium required by this Allonge with
respect to voluntary prepayments prior to September 1, 2018, the indebtedness
many be prepaid in part or in full on the last or first day of any calendar
month without the consent of the Holder and without prepayment premium if the
U.S. Department of Housing and Urban Development determines that prepayment will
avoid a mortgage insurance claim is therefore in the best interest of the
Federal Government.

    


    3.           The
provisions of Paragraph 1 of this Allonge shall not apply and no prepayment
premium shall be collected by the older with respect to any prepayment which is
made by or on behalf of Maker from insurance proceeds as a result of damage to
the property or condemnation awards which may, at the option of the holder, be
applied to reduce the indebtedness evidence by this Note pursuant to the terms
of the Mortgage Deed give of even date to secure the indebtedness evidenced by
the Note to which this Allonge is attached.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.           A
reduction in the amount hereof required by the Commission at the time of Final
Endorsement hereof by the Commissioner (or thereafter as a result of the
Commissioner’s cost certification requirements) shall not be construed as a
prepayment hereunder. If a reduction is required by the Commissioner as
aforesaid or if any prepayment from any source (as permitted herein) is made,
the remaining payments due on this Note may, with the approval of the
Commissioner, be recast such that the required monthly payments of principal and
interest shall be in equal amounts sufficient to amortize the Mote over the then
remaining term thereof.

    


    5.           Notwithstanding
any other provision contained in this Note, it is agreed that the execution of
this Note shall impose no personal liability on the maker hereof for payment of
the indebtedness evidenced herby and in the event of a default, the holder of
this Note shall look solely to the “Collateral” (defined below) in satisfaction
of the indebtedness evidence hereby and will not seek or obtain any deficiency
or personal judgment against the maker hereof except such judgment or decree as
many be necessary to foreclose and/or bar its interest in the Collateral except
as set out in the Mortgage Deed of even date given to secure this Note. As used
herein, “Collateral” shall mean and include (i) the property subject to the
Mortgage Deed and to the rents, issues and profits thereof; (ii) the tangible
and intangible property described in any and all security agreements (whether
executed by the maker, any lessee or operator of the property that is subject to
the Mortgage Deed or any portion thereof, or any other party) which now or
hereafter secure this Note and the proceeds and products thereof; (iii) any and
all escrows and reserves now or hereafter required by the (holder of this Note)
and/or the Secretary of Housing and Urban Development in connection with the
property subject to the Mortgage Deed (including, to the extent applicable,
replacement reserves accounts, residual receipt accounts, escrows for insurance
premiums, mortgage insurance premiums, ground rents, taxes, assessments, utility
charges and other impositions, and escrows for working capital, operating
deficits, repairs, latent defects, and offsite improvements); and (iv) any and
all property now or hereafter mortgaged, pledged, conveyed or assigned to secure
payment of this Note and the rents, issues, profits, proceeds and products
thereof.

    


    
      
        
          	
                  MAKER:

                
	
                  CARRIAGE
      COURT HILLIARD, LLC

                
	
                  a
      Delaware limited liability company

                
	 
      
	
                  By:

                	
                  Wilkinson
      Corporation,

                
	 
      	
                  a
      Washington corporation

                
	
                  Its:

                	
                  Non
      Member Manager

                
	 
      	 
      
	
                  By:

                	
                  /s/ Lonnie Gienger

                
	 
      	
                  Name:  
       Lonnie Gienger

                
	 
      	
                  Its:         President
      and CEO

                


        

      

    

    


    END
OF ALLONGE #1