AGREEMENT TO CO-WHOLESALE OF REAL AND/OR PERSONAL PROPERTY FROM BUYER PRODUCED BY UFIXEMPROPERTIES LLC

DATE:_03/23/2012 Effective Date of this Agreement

Name: Market Smart Properties, LLC, (Seller)

Address: PO Box 1865 Cave Creek State Arizona Zip85327

Phone: 480-220-0401 Email:

10 Day Option Contract entered into in the City of Phoenix, Arizona.

Received from, U Fixem Properties, LLCthe buyer, the sum of $1.00 and other consideration received Market Smart Properties, LLC, both of whom are parties to this Option/Profit Sharing Agreement and such parties, have agreed as follows:

1 The above consideration shall be payable to Market Smart Properties, LLC,to be held as an Option Deposit uncashed until this option is accepted by the Parties to this Option.

2. This non-exclusive Option shall by its terms be exclusive for ANY Buyer that is generated or produced by U Fixem Properties, LLC upon the exercise of this option within the term of the option (unless extended in writing by the parties). The exclusive right to purchase the property as herein set forth, shall continue to be in force should the option be cancelled by either party and a Buyer previously produced by U Fixem Properties, LLC in fact purchases the property as herein set forth for the purchase price of $109,500 cash (Purchase Price) or for such other purchase price if any as may be agreed upon by the parties in writing.

3.The Parties agree that the difference between the Purchase Price of the Property by Market Smart Properties, LLC (MSP) from the current seller is $98,100 plus closing costs plus 2 points as and for the cost of any Transaction Based Funding. The purchase price plus the closing costs (unless paid by a cash buyer), plus the cost of the transaction funding shall form the total Purchase Price as shown on the HUD-1 settlement sheet, including any other costs on the HUD-1 that were charged to MSP. That total amount shall be deducted from the Purchase Price in cash to be paid by the cash buyer produced through U Fixem Properties, LLC and the difference shall be referred to as the spread,

4.Following a determination of the spread, at closing which is currently scheduled forThursday, March 29, 2012 at Title Management Title Agency located on North Central Ave. the Parties hereto shall each be entitled to receive an amount equal to 50% of the spread referred to above either at the close of escrow or directly from MSP’s account in the event the spread is in the form of a check from the Title Company that is made payable to MSP only.

5.In such event, MSP will promptly cause such check to be deposited and a check shall be drawn on such account made payable to U Fixem Properties, LLC in an amount equal to 50% of the amount received by MSP at the close of escrow.

6.Unless otherwise agreed in writing by the parties hereto, there shall be no real estate commissions claimed, made directly or indirectly from this transaction other than the real estate commission contained in the Approval Letter of the Seller’s servicer, AHMSI to the short sale. Said realtor is the Realtor representing the seller.

8. Both parties to this agreement expressly and unconditionally warrant and represent as a material inducement to entering into this agreement that neither party, directly or indirectly, shall at any time, record this Option Agreement, any memorandum of Option, nor any other agreementat the Maricopa County Recorder’s Office or at any other place, location, that would give either party the right to place a cloud in relation to any rights arising out of this agreement, on title to the subject property.

7. Property: Seller hereby gives and grants to buyer and/or assignees a period ofon or before 10 days from the date hereof, the non-exclusive[i]right and privilege of purchasing the following described real property located at:

  • 14477 W. Clarendon Ave, Goodyear Az. 85395 (Property)
  • By signing below, seller represents that it contractually controls the property and can legally offer this option contract.

This is a legal and binding contract. It has been thoroughly reviewedand understood by both parties. It may be canceled by Seller or Buyer with 24 hour prior written notice.

Market Smart Properties, LLC

______/____/____

(Seller) Barry Hart Managing memberDate

U Fixem Properties, LLC

______/____/____

(Buyer) Date

1

[i] Any buyer produced by U Fixem Properties, LLC while this option is in force (or cancelled), shall be deemed exclusive to U Fixem Properties LLC for the purpose of providing such company with the right to obtain a share of the spread equal to 50% of what MSP receives. Conversely should MSP at any time while this option is in force or not, produces a cash buyer not generated by U Fixem Properies LLC and closes this transaction, in such event, U Fixem Properties shall not have any right to claim any portion of the spread.