kcane@caneclark.com


    CONSENT
      TO ASSIGNMENT OF GROUND LEASE

    


    THIS
      CONSENT ASSIGNMENT OF GROUND LEASE ("Consent") is made and entered into as
      of
      this 4th day of November, 2005, by and among SECURED DIVERSIFIED INVESTMENT,
      LTD. as assignor ("Assignor"), and T-REX PARTNERS, LLC, a Nevada limited
      liability company ("Assignee"), and DICKINSON, L.L.C., a Michigan limited
      liability company ("Lessor").

    


    RECITALS

    


    	A.  	
            L&F
              Investments, L.L.C., a Michigan limited liability company, is the owner
              of
              that certain real property in the city of Dickinson, County of Stark,
              State of North Dakota that is the subject of that Ground Lease dated
              February 11, 2003 between L&F Investments, L.L.C. as lessor and
              Assignor as lessee ("Ground Lease").

          


    


    	B.  	
            L&F
              Investments, L.L.C. assigned all of its right, title and interest as
              lessor of the Ground Lease to Lessor.

          


    


    	C.  	
            Assignor
              and Assignee desire Lessor's consent to Assignor's assignment to Assignee
              of all of Assignor's right, title and interest as lessee of the Ground
              Lease ("Assignment").

          


    


    AGREEMENT

    


    Now,
      therefore, in consideration of the mutual covenants and agreements herein
      contained and for other good and valuable consideration, the receipt and
      sufficiency of which the parties hereby acknowledge, the parties hereto agree
      as
      follows:

    


    1.     Assignor's
      Covenants. Assignor hereby agrees:

    


    	a)  	
            that
              it shall not be released from its obligations under the land lease,
              including all monetary obligations, if Assignee fails to perform the
              purchase of 1173 3rd Ave. West. Dickinson, North Dakota 58601 a.k.a
              T-Rex
              Plaza, between Secured Diversified Investment, LTD. and Glen Macleod
              by
              November 4th 2005

          


    


    	b)  	
            that
              it has not failed to disclose to Landlord any information which, if
              known
              by Landlord, might provide grounds for Landlord to reasonably withhold
              its
              consent to the assignment.

          


    


    2.     Assignee's
      Covenants Assignee hereby agrees:

    


    
      	 	
              a)

            	
              that
                it has accepted the assignment made under the Assignment of Ground
                Lease
                agreement executed between Assignor and Assignee and approved by
                Lessor in
                writing.

            


    

    


    
      	 	
              b)
                

            	
              to
                perform and be bound by all of the terms and conditions of the Ground
                Lease and any amendments.

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	 	
              c)

            	
              that
                its address for receipt of notices under the Ground Lease
                is:

            


    

    


    Glen
      Macleod 4940 Campus Dr

    Newport
      Beach, Ca. 92660

     

    
      	 	
              d)

            	
              that
                Landlord has not made any express or implied oral or written
                representations or promise that:

            


    

    


    i) Assignee
      will enjoy financial success in operating any business on the
      premises

    


    
      	 	
              e)

            	
              that
                it has been provided with a copy of the Ground Lease, together with
                all
                amendments thereto, if any, and that it has read the Ground Lease
                and all
                amendments and fully understands its obligations as lessee under
                the
                Ground Lease.

            


    

    


    
      	 	
              3.

            	
              Landlord's
                Consent. For valuable consideration, including the Agreements (see
                attached), acknowledgements, and representations of Assignor and
                Assignee
                set forth above, Landlord hereby consents to Assignor's assignment
                to
                Assignee of all of Assignor's right, title and interest in the land
                lease
                upon and subject to the terms and conditions
                herein.

            


    

    


    4.     Miscellaneous

    


    
      	 	
              a)

            	
              Attorneys'
                Fees. The provisions of the Ground Lease respecting attorneys' fees
                shall
                apply to this consent, or, if the lease does not contain an attorneys'
                fee
                clause, then if legal action shall be commenced to enforce or declare
                the
                effect of any provision of this consent or of the Ground Lease, the
                court
                as part of its judgment shall award reasonable attorneys' fees and
                costs
                to the prevailing party

            


    

    


    
      	 	
              b)

            	
              Authority
                to execute Agreement. Each individual executing this consent on behalf
                of
                a partnership or corporation represents that he or she is duly authorized
                to execute and deliver authority to landlord upon request by
                landlord.

            


    

    


    IN
      WITNESS WHEREOF, Assignor, Assignee and Landlord have executed this consent
      as
      of the date first set forth above

    


    SECURED
      DIVERSIFIED INVESTMENTS, ,LTD.

    


    By: /s/
      Jan Wallace

    Jan
      Wallace

    Its:
      CEO

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    T-REX
      PARTNERS, LLC

     

    By:
      /s/
      Glen Macleod

    Glen
      Macleod

    Its
      Managing Member

    and

    By:/s/
      Aaron Reis

    Its
      Managing Member

    


    


    L&.F
      INVESTMENTS, LLC

    


    By:
      ____________________

    Jerry
      Kohen

    Its:
      ______________

    


    


    DICKINSON,
      LLC

    


    By:
      /s/
      Gary L. Vandenberg

    Gary
      L.
      Vandenberg

    Its:
      Manager


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    T-REX
      PARTNERS, LLC

     

    By:
      ___________________

    Glen
      Macleod

    Its
      Managing Member

    and

    By:____________________

    Its
      Managing Member

    


    


    L&.F
      INVESTMENTS, LLC

     

    By:
      /s/
      Jerry Kohen

    Jerry
      Kohen

    Its:
      Property
      Manager

    


    


    DICKINSON,
      LLC

    


    By:
      _____________________

    Gary
      L.
      Vandenberg

    Its:
      Manager