Unassociated Document


     

    Exhibit
10.3


     

    When
recorded mail to:

    


    Title
No.

    Escrow
No.

    


    
      
        
          

        
DEED OF TRUST WITH ASSIGNMENT OF
RENTS

    

    


    This DEED
OF TRUST WITH ASSIGNMENT OF RENTS, made this 30th day of  August ,
2010 between

    


    SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company herein called
TRUSTOR, whose address is c/o Shopoff Advisors, L.P., 8951 Research Drive,
Irvine, California 92618

    


    FIRST AMERICAN TITLE INSURANCE
COMPANY, a California corporation, herein called TRUSTEE,
and

    


    CARDINAL INVESTMENT PROPERTIES -
UNDERWOOD, L.P., a California limited partnership, herein called
BENEFICIARY.

    


    WITNESSETH:
Trustor irrevocably grants, transfers and assigns to Trustee in Trust, with
Power of Sale that property in the County of Riverside, State of California,
described as follows:

    


    FOR LEGAL DESCRIPTION SEE EXHIBIT “A”
ATTACHED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN.

    


    SEE RIDER ATTACHED HERETO FOR
ADDITIONAL TERMS AND CONDITIONS.

    


    together
with the rents, issues and profits thereof, subject, however, to the right,
power and authority hereinafter given to and conferred upon Beneficiary to
collect and apply such rents, issues and profits,

    


    FOR THE
PURPOSE OF SECURING (1) payment of the sum of One Million and No/100 Dollars
($1,000,000.00) with interest thereon according to the terms of a promissory
note or notes of even date herewith made by TRUSTOR, payable to order of
BENEFICIARY, and extensions or renewals thereof; (2) the performance of each
agreement of TRUSTOR incorporated by reference or contained herein or reciting
it is so secured; (3) payment of additional sums and interest thereon which may
hereafter be loaned to Trustor, or his or her successors or assigns, when
evidenced by a promissory note or notes reciting that they are secured by this
Deed of Trust.

    


    A.           To
protect the security of this Deed of Trust, and with respect to the property
above described, Trustor agrees:

     

    
      
         


      

      
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    (1)           To
keep said property in good condition and repair; not to remove or demolish any
building thereon; to complete or restore promptly and in good and workmanlike
manner any building which may be constructed, damaged or destroyed thereon and
to pay when due all claims for labor performed and materials furnished therefor;
to comply with all laws affecting said property or requiring any alterations or
improvements to be made thereon; not to commit or permit waste thereof; not to
commit, suffer or permit any act upon said property in violation of the law; to
cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from
the character or use of said property may be reasonably necessary, the specific
enumerations herein not excluding the general.

    


    (2)           To
provide, maintain and deliver to Beneficiary fire insurance satisfactory to and
with loss payable to Beneficiary (to the extent insurable improvements are
located on the property). The amount collected under any fire or other insurance
policy may be applied by Beneficiary upon any indebtedness secured hereby and in
such order as beneficiary may determine, or at option of Beneficiary the entire
amount so collected or any part thereof may be released to Trustor. Such
application or release shall not cure or waive any default or notice of default
hereunder or invalidate any act done pursuant to such notice.

    


    (3)           To
appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs
and expenses, including cost of evidence of title and attorney’s fees in a
reasonable sum, in any action or proceeding in which Beneficiary or Trustee may
appear, and in any suit brought by Beneficiary to foreclose this Deed of
Trust.

    


    (4)           To
pay: at least ten days before delinquency all taxes and assessments affecting
said property, including assessments on appurtenant water stock; when due, all
encumbrances, charges and liens, with interest, on said property or any part
thereof, which appear to be prior or superior hereto; all costs, fees and
expenses of this Trust.

    


    Should
Trustor fail to make any payment or to do any act as herein provided, then
Beneficiary or Trustee, but without obligation so to do and without notice to or
demand upon Trustor and without releasing Trustor from any obligation hereof,
may: make or do the same in such manner and to such extent as either may deem
necessary to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon said property for such purposes; appear in and defend
any action or proceeding purporting to affect the security hereof or the rights
or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any
encumbrance, charge, or lien which in the judgment of either appears to be prior
or superior hereto; and, in exercising any such powers, pay necessary expenses,
employ counsel and pay his or her reasonable fees.

    


    (5)           To
pay immediately and without demand all sums so expended by Beneficiary or
Trustee, with interest from date of expenditure at the amount allowed by law in
effect at the date hereof, and to pay for any statement provided for by law in
effect at the date hereof regarding the obligation secured hereby, any amount
demanded by the Beneficiary not to exceed the maximum allowed by law at the time
when said statement is demanded.

    


    B.           It
is mutually agreed:

    


    (1)           That
any award of damages in connection with any condemnation for public use of or
injury to said property or any part thereof is hereby assigned and shall be paid
to Beneficiary who may apply or release such moneys received by him or her in
the same manner and with the same effect as above provided for disposition or
proceeds of fire or other insurance.

    


    (2)           That
by accepting payment of any sum secured hereby after its due date, Beneficiary
does not waive his or her right either to require prompt payment when due of all
other sums so secured or to declare default for failure so to pay.

    


    (3)           That
at any time or from time to time, without liability therefor and without notice,
upon written request of Beneficiary and presentation of this Deed and said note
for endorsement, and without affecting the personal liability or any person for
payment of the indebtedness secured hereby, Trustee may: reconvey any part of
said property; consent to making of any map or plat thereof; join in granting
any easement thereon; or join in any extension agreement or any agreement
subordinating the lien or charge hereof.

     

    
      
         


      

      
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    (4)           That
upon written request of Beneficiary stating that all sums secured hereby have
been paid, and upon surrender of this Deed and said note to Trustee for
cancellation and retention or other disposition as Trustee in its sole
discretion may choose and upon payment of its fees, Trustee shall reconvey,
without warranty, the property then held hereunder.  The recitals in
such reconveyance of any matters or facts shall be conclusive proof of the
truthfulness thereof.  The Grantee in such reconveyance may be
described as “the person or persons legally entitled thereto.”

    


    (5)           That
as additional security, Trustor hereby gives to and confers upon Beneficiary the
right, power and authority, during the continuance of these Trusts, to collect
the rents, issues and profits of said property, reserving unto Trustor the
right, prior to any default by Trustor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder, to collect and retain such
rents, issues and profits as they become due and payable. Upon any such default,
Beneficiary may at any time without notice, either in person, by agent, or by a
receiver to be appointed by a court, and without regard to the adequacy of any
security for the indebtedness hereby secured, enter upon and take possession of
said property or any part thereof, in his or her own name sue for or otherwise
collect such rents, issues, and profits, including those past due and unpaid,
and apply the same, less costs and expenses of operation and collection,
including reasonable attorney’s fees, upon any indebtedness secured hereby, and
in such order as Beneficiary may determine. The entering upon and taking
possession of said property, the collection of such rents, issues and profits
and the application thereof as aforesaid, shall not cure or waive any default or
notice of default hereunder or invalidate any act done pursuant to such
notice.

    


    (6)           That
upon default by Trustor in payment of any indebtedness secured hereby or in
performance of any agreement hereunder, Beneficiary may declare all sums secured
hereby immediately due and payable by delivery to Trustee of written declaration
of default and demand for sale  and of written notice of default and
of election to cause to be sold said property, which notice Trustee shall cause
to be filed for record. Beneficiary also shall deposit with Trustee this Deed,
said note and all documents evidencing expenditures secured hereby.

    


    After the lapse of such time as may
then be required by law following the recordation of said notice of default, and
notice of sale having been given as then required by law, Trustee without demand
on Trustor, shall sell said property at the time and place fixed by it in said
notice of sale, either as a whole or in separate parcels, and in such order as
it may determine, at public auction to the highest bidder for cash in lawful
money of the United States, payable at time of sale. Trustee may postpone sale
of all or any portion of said property by public announcement at such time and
place of sale, and from time to time thereafter may postpone such sale by public
announcement at the time fixed by the preceding postponement. Trustee shall
deliver to such purchaser its deed conveying the property so sold, but without
any convenant or warranty, express or implied. The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness thereof. Any
person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may
purchase at such sale.

    


    After deducting all costs, fees and
expenses of Trustee and of this Trust, including cost of evidence of title in
connection with sale, Trustee shall apply the proceeds of sale to payment
of:  all sums expended under the terms hereof, not then repaid, with
accrued interest at the amount allowed by law in effect at the date hereof; all
other sums then secured hereby; and the remainder, if any, to the person or
persons legally entitled thereto.

     

    
      
         


      

      
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    (7)           Beneficiary,
or any successor in ownership of any indebtedness secured hereby, may from time
to time, by instrument in writing, substitute a successor of successors to any
Trustee named herein or acting hereunder, which instrument, executed by the
Beneficiary and duly acknowledged and recorded in the office of the recorder of
the county or counties where said property is situated, shall be conclusive
proof of proper substitution of such successor Trustee or Trustees, who shall,
without conveyance from the Trustee predecessor, succeed to all its title,
estate, rights, powers and duties.  Said instrument must contain the
name of the original Trustor, Trustee and Beneficiary hereunder, the book and
page where this Deed is recorded and the name and address of the new
Trustee.

    


    (8)           That
this Deed applies to, inures to the benefit of, and binds all parties hereto,
their heirs, legatees, devisees, administrators, executors, successors, and
assigns. The term Beneficiary shall mean the owner and holder, including
pledgees, of the note secured hereby, whether or not named as Beneficiary
herein. In this Deed, whenever the context so requires, the masculine gender
includes the feminine and/or the neuter, and the singular number includes the
plural.

    


    (9)           The
Trustee accepts this Trust when this Deed, duly executed and acknowledged, is
made a public record as provided by law. Trustee is not obliged to notify any
party hereto of pending sale under any other Deed of Trust or of any action or
proceeding in which Trustor, Beneficiary or Trustee shall be a party unless
brought by Trustee.

    


    Beneficiary
may charge for a statement regarding the obligation secured hereby, provided the
charge thereof does not exceed the maximum allowed by laws.

    


    The
undersigned Trustor, requests that a copy of any notice of default and any
notice of sale hereunder be mailed to him or her at his or her address
hereinbefore set forth.

    


    TRUSTOR:      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

                


        

      

    

     

    
      
         


      

      
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    State of
California

    


    County of
Orange

    


    On
August__, 2010 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)


    
      
         


      

      
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    DO NOT
RECORD

    REQUEST
FOR FULL RECONVEYANCE

    


    To FIRST
AMERICAN TITLE INSURANCE COMPANY

    


    The undersigned is the legal owner and
holder of the note or notes, and of all other indebtedness secured by the
foregoing Deed of Trust.  Said note or notes, together with all other
indebtedness secured by said Deed of Trust have been fully paid and satisfied;
and you are hereby requested and directed, on payment to you of any sums owning
to you under the terms of said Deed of Trust, to cancel said note or notes above
mentioned, and all other evidence of indebtedness secured by said Deed of Trust
delivered to you herewith, together with the said Deed of Trust, and to
reconvey, without warranty, to the parties designated by the terms of said Deed
of Trust, all the estate now held by you under the same.

    


    Dated_________________________________

    


    ___________________________________________________

    


    ___________________________________________________

    


    Please
mail Deed of Trust, Note(s) and Reconveyance to:

    


    _____________________________________________________________________

    


    Do not lose or destroy this
Deed of Trust OR THE NOTE which it secures.  Both must be delivered to
the Trustee for cancellation before reconveyance will be
made.


    
      
         


      

      
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