LETTER OF INTENT

October 21, 2011

Boatyard Apartments

Southland Real Estate Solutions, LLC

To the Members:

The following sets out the basic terms upon which we would be prepared to lease and option to purchase the Property. The terms are not comprehensive and we expect that additional terms [including reasonable warranties and representations,] will be incorporated into the Master Lease Agreement and Option to Purchase and Sale (the “Agreements”) to be negotiated.

Please understand that while this letter is not a binding contract, it is a sincere attempt to arrive at a meeting of the minds as soon as possible so that we can proceed to acceptance of a formal and binding agreement.

TERMS AND CONDITIONS

Tenant/Buyer

Landlord/Seller:

Property:

LEASE

Commencement: Lease shall commence no later than _____ days after the execution of this agreement (unless extended by the parties), during which time Tenant shall conduct due diligence. Such items may include review of property financials, taxes, title, physical condition, survey, site plans, permits and environmental at Tenant’s expense.

Term: Term of the lease shall be thirty-six (36) months, with two (2) twelve (12) month extension options.

Rate: Lease rate shall be $______per month or the current monthly loan payment, whichever is greater.

Deposits: Landlord shall deposit all security deposits into an escrow account for move-outs. Tenant shall have sole access to the account to facilitate proper management.

Sub-Letting: Tenant has the right to sub-lease any part of the facility to individual tenants.

Expenses: Tenant shall pay all management fees and operating expenses of the subject property, unless otherwise noted. Landlord shall continue to be responsible for the following expenses: Taxes, insurance and any structural repairs in excess of $500.00 per incident.

Management: Tenant shall be solely responsible for management. Landlord shall assign the current management contract to the Tenant.

Insurance: Landlord shall be required to carry commercial liability insurance, and shall add Tenant as additional named insured.

OPTION TO PURCHASE AND SALE

Purchase Price: Tenant shall receive an exclusive option to purchase the property for a total of $______

Term: Term of the Option shall run concurrent with the term of the lease. Optionee shall deliver written notice to the Optionor of the intent to exercise the Option.

Closing Fees: Optionee and Optionor to pay their own closing costs and fees, as per local custom.

Due Diligence: Optionee shall have _____ days after execution of this Letter of Intent to conduct due diligence. Upon request of the Optionee, the Optionor shall deliver or shall cause to be delivered to the Optionee the necessary documents and information to complete said due diligence.

ADDITIONAL TERMS AND CONDITIONS

1. Following the execution of this Letter of Intent, the Landlord/Seller will not negotiate or enter into discussions with any other party or offer the Property or any interest therein for sale or lease to any other party until the time herein provided for settlement of the Agreement has expired.

2. All negotiations regarding the Property will be confidential and will not be disclosed to anyone other than respective advisors and internal staff of the parties and necessary third parties.

3. The existing loan payments on the subject property will be current on or before the commencement date of the Master Lease Agreement. Tenant/Buyer reserves the right to make payments directly to the lender from lease amounts due the Landlord/Seller. Excess funds, if any, shall then be paid to Landlord/Seller in accordance with the terms of the Master Lease Agreement.

4. The Agreements may be assigned to a third party at the option of Tenant/Buyer.

5. This letter is non-binding, and is not intended to be a complete statement of all provisions which will be provided in the definitive Lease and Option agreements.

If you are agreeable to the foregoing terms, please sign and return a duplicate copy of the Letter of Intent within 72 hours. Facsimile is acceptable. Kindly direct your reply to ______and should you have any questions please email or call me at PHONE NUMBER.

Sincerely,

______

Buyer

______

Landlord/Seller

______

Landlord/Seller