exv10w3






Exhibit 10.3




REINSTATEMENT INSTRUMENT




     THIS REINSTATEMENT INSTRUMENT (the “Instrument”) is made and entered into
on September 4, 2009, but effective as of July 1, 2009 (the “Effective Date”) among Income
Opportunity Realty Investors, Inc., a Nevada corporation (“IOT”), Syntek West, Inc., a Nevada
corporation (“SWI”), and Prime Income Asset Management LLC, a Nevada limited liability company
(“Prime”).



W I T N E S S E T H :




     WHEREAS, IOT and SWI are parties to that certain Advisory Agreement dated effective July 1,
2003 (the “SWI Advisory Agreement”) covering SWI’s service as a contractual advisor to IOT and its
Board of Directors to, among other things, locate, investigate, evaluate and recommend real estate
mortgage note investment and sales opportunities as well as financing and refinancing sources and
to serve as a consultant to the Board of Directors in connection with the business plans and
investment decisions by the Board;



     WHEREAS, on July 17, 2009, but effective as of July 1, 2009, IOT and SWI entered into that
certain Termination Agreement dated July 17, 2009, but effective July 1, 2009 (the “Termination
Agreement”) pursuant to which, among other things, the SWI Advisory Agreement was terminated by
mutual agreement;



     WHEREAS, unknown to IOT, SWI made an accommodation pledge of such SWI Advisory Agreement to
another entity as partial collateral for a judgement indebtedness of another entity which, if the
SWI Advisory Agreement were ultimately terminated, would inadvertently create potential damage to
such other entity;



     WHEREAS, in connection with and as a result of the Termination Agreement, IOT entered into an
Advisory Agreement with Prime on substantially the same terms and conditions as the SWI Advisory
Agreement, except for the replacement of SWI with Prime;



     WHEREAS, all of the parties to this Instrument now desire to (i) terminate in full the
Advisory Agreement dated July 17, 2009, effective July 1, 2009 between IOT and Prime, (ii)
reinstate in full the SWI Advisory Agreement as if same had never been terminated pursuant to the
Termination Agreement and (iii) excerpt for the reinstatement of the SWI Advisory Agreement,
continue the other matters under the Termination Agreement.



     ACCORDINGLY, in consideration of the foregoing premises, the mutual promises, covenants,
representations and warranties contained herein, and on the terms and subject to the conditions set
forth herein, and for other good and valuable consideration, including the payment by SWI to IOT of
$1,000 and the corresponding payment by IOT to Prime of $1,000, the receipt, sufficiency and
adequacy of which is hereby acknowledged, each of the undersigned do hereby agree as follows:













 






     1. Adoption of Recitals. The parties hereto do hereby adopt and
confirm the
foregoing recitals in the same manner as if fully recopied herein for all purposes.




     2. Termination of Arrangements with Prime as to an Advisory
Agreement. The
signatories hereto all hereby mutually agree that the Advisory Agreement dated July 17,
2009, but effective July 1, 2009, between IOT and Prime is hereby terminated ab initio
effective as at July 1, 2009 and as of such date, such agreement shall be of no further
force or effect. From and after the effective date of July 1, 2009, Prime shall have no
further duties or responsibilities to or under such Advisory Agreement executed by Prime and
IOT; provided, however, that any and all other agreements or arrangements to
which Prime and IOT are parties, shall continue in full force and effect.




     3. Reinstatement of SWI Advisory Agreement. All of the
signatories hereto
hereby mutually agree that the SWI Advisory Agreement is hereby reinstated in full effective
as at July 1, 2009, in the same manner as if same had never been terminated or modified in
any respect and further that any and all obligations of SWI Advisory Agreement shall
continue in full force and effect unaltered under such SWI Advisory Agreement until further
action by IOT and SWI.




     4. Parties in Interest. This Instrument constitutes the
entire agreement among
the parties hereto with respect to the subject matters hereof. Nothing in this Instrument
is intended to confer upon any other party other than the parties hereto and their
respective representatives, successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Instrument or any other document referred to herein.




     5. Survival of Representations, Warranties, Covenants,
Agreements and
Obligations. All representations, warranties, covenants, agreements and obligations
of any party to this Instrument will expressly survive the date of this Instrument and will
not expire except by the Statute of Limitations under applicable law.




     6. Captions. The caption or title of any paragraphs,
section or subsection of this
Instrument or any document referred to herein is for convenience of reference only and shall
not be construed as a part of this Instrument and shall not operate or be construed as
defining or limiting in any way the scope of any provision hereof.




     7. Severability. Should any clause, sentence, section or
paragraph of this
Instrument be judicially or administratively declared to be invalid, unenforceable or void
under applicable state law or the laws of the United States of American or any agency or
subdivision thereof, such decision shall not have the effect of invalidating or voiding the
remainder of this Instrument and the parties hereto agree that the part or parts of this
Instrument so held to be invalid, unenforceable or void shall be deemed to have been deleted
herein and the remainder shall have the same force and effect as if such part or parts had
never been included herein.



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     8. Counterparts. This Instrument may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which collectively
shall constitute one and the same instrument representing this Instrument and it shall not
be necessary the proof of this Instrument that any party produce or account for more than
one such counterpart.




     9. Facsimile; Electronic Transmission. This Instrument
may be transmitted by
facsimile or electronic transmission, and it is the intent of the parties for the facsimile
of any autograph reproduced by receiving facsimile machine or computer to be an original
signature and for the facsimile and any complete photocopy of this Instrument to be deemed
an original counterpart.



     IN WITNESS WHEREOF, each of the undersigned has caused this Instrument to be executed in one
or more counterparts, each of which shall be deemed to be an original, by their duly-authorized
representatives, as of the date and year first above written all as of the Effective Date.



	 	 	 	 	 
	 	INCOME OPPORTUNITY REALTY INVESTORS, INC.

 	 
	 	By:  	/s/ Daniel J. Moos
 	 
	 	 	Daniel J. Moos, President 	 
	 	 	 	 
	 
	 	SYNTEK WEST, INC.

 	 
	 	By:  	/s/ Craig E. Landess
 	 
	 	 	Craig E. Landess, Vice President, 	 
	 	 	Secretary and Treasurer 	 
	 
	 	PRIME INCOME ASSET MANAGEMENT LLC

 	 
	 	By:  	/s/ Gene S. Bertcher
 	 
	 	 	Gene S. Bertcher, Executive Vice 	 
	 	 	President and Chief Accounting Officer 	 
	 




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