EXCLUSIVE RIGHT TO LEASE AGREEMENT (MISSOURI)

EXCLUSIVE RIGHT TO LEASE AGREEMENT (MISSOURI)

THIS AGREEMENT is made by and between SECURED INVESTMENT RESOURCES FUND, L.P. II, a Delaware limited partnership (“OWNER”) and WINBURY REALTY OF KANSAS CITY, INC. (“BROKER”). By this Agreement OWNER retains and appoints BROKER as OWNER’S Exclusive Agent to assist OWNER with the lease by OWNER of the property described herein (“Property”). OWNER and BROKER expressly agree that BROKER shall have the sole and exclusive right to lease the Property during the term of this Agreement. OWNER agrees to refer all inquiries and prospects OWNER may receive, directly or indirectly, to BROKER, and OWNER hereby gives permission to BROKER to enter the property at reasonable times to show it to prospects.

2. TERM OF AGREEMENT. This Agreement shall begin March 1, 2005 and shall continue until midnight February 28, 2006. The Landlord has the right to terminate 30 days after given notice.

3. Agency Disclosure. Attached hereto and incorporated by reference an Agency Disclosure Addendum notifying OWNER of the alternative agency relationship applicable to this Agreement. Owner confirms it has read and signed the Addendum and confirms receiving the Missouri Broker Disclosure Form.

4.   BROKER’S DUTIES. (a) BROKER agrees to use reasonable efforts to lease the Property at the lease price and at the terms stated above or later agreed upon by OWNER and tenant. In furtherance of its duties, BROKER will (1) Perform the terms of this Agreement; (2) Exercise reasonable skill and care for OWNER; (3) Promote the interests of OWNER with the utmost good faith, loyalty, and fidelity, including: (a) seeking a price and terms which are acceptable to OWNER, except that BROKER shall not be obligated to seek additional offers to lease the Property while the Property is subject to a lease or letter of intent to lease; (b) presenting all written offers to and from OWNER in a timely manner regardless of whether the Property is subject to a lease or letter of intent to lease; (c) disclosing to OWNER all adverse material facts actually known or that should have been known by BROKER; and (d) advising OWNER to obtain expert advice as to material matters about which BROKER knows but the specifics of which are beyond the expertise of BROKER; (4) Account in a timely manner for all money and property received; (5) Comply with all requirements of §§ 339.710 to 339.860 R.S.Mo., subsection 2 of §339.10 R.S.Mo., and any rules and regulation promulgated pursuant to those sections; and (6) comply with any applicable federal, state, and local laws, rules, regulations, and ordinances, including fair housing and civil rights statutes and regulations. BROKER may show properties not owned by OWNER to prospective tenants and may list competing properties for sale or lease without breaching any duty or obligations to OWNER. BROKER shall cooperate with Property Manager and Owner in investigating all prospective tenants in accordance with credit standards approved by Owner, and shall not present any person not meeting those standards. At the request of Property Manager and/or Owner, BROKER shall cooperate with Property Manager to obtain a personal or other guaranty regarding any prospective tenant.

(b) BROKER shall not disclose any confidential information about OWNEWR unless disclosure is required by statute, rule or regulation or failure to disclose the information would constitute a misrepresentation or unless disclosure is necessary to defend BROKER or an affiliated licensee against an action of wrongful conduct in a n administrative or judicial proceeding or before a professional committee. BROKER owes no duty or obligations to OWNER except that BROKER shall disclose to any customer all adverse material facts actually known or that should have been known by BROKER. BROKER owes no duty to conduct an independent inspection or discover any adverse material facts for the benefit of the customer and owes no duty to independently verify the accuracy or completeness of any statement made by OWNER or any independent inspector.

(c) BROKER and an affiliated licensee owe no further duty or obligation to OWNER after termination, expiration, completion or performance of this Agreement, except the duties of: (1) accounting in a timely manner for all money and property related to, and received during, the term of this Agreement; and (2) treating as confidential information provided by OWNER during the term of this Agreement that may reasonably be expected to have a negative impact on OWNER’S real estate activity unless: (i) OWNER grants written content; (ii) disclosure of the information is required by law; (iii) the information is made public or becomes public by the words or conduct of OWNER or from a source other than the BROKER; and (iv) disclosure is necessary to defend the BROKER or an affiliated licensee against an action of wrongful conduct in an administrative or judicial proceeding or a professional committee.

6.   OTHER BROKERS. BROKER may make offers of subagency, cooperation, and/or compensation to other brokers so that the Property will receive maximum exposure. OWNER authorizes BROKER to cooperate and share its commission with other brokers, including brokers representing the tenant, sub-agents, and transaction brokers. OWNER understands and acknowledges that the broker, if any, representing the tenant may represent solely the interest of such tenant, even if compensated by BROKER. BROKER is authorized to show the Property to prospective tenants whom BROKER represents and to arrange showings of the Property to prospective tenants represented by their own brokers or agents. Compensation to any cooperating broker shall be due and payable only upon receipt of the commission fee by BROKER.

7.   FEES TO BROKER. (a) When and if BROKER produces a prospect ready, willing and able to lease the Property at the sale price and on the terms above or later agreed upon between OWNER and Tenant on such terms, OWNER agrees to pay BROKER a commission fee of (*see following page) of the lease price. Such commission shall be due and payable at the later of the Lease Commencement Date or Tenant move in. The parties recognize that BROKER is not authorized to bind OWNER to execute a lease agreement unless so empowered by OWNER in writing. In the event a deposit s made and is then forfeited, on-held of the deposit shall be paid to or retained by (as the case may be) BROKER, but said payment shall not be in excess of the fee to which BROKER otherwise would have been entitled to receive. OWENR’S obligation to pay the above-described commission shall survive the expiration of this Agreement.

(b)  OWNER further agrees to pay BROKER the above-described commission if the Property is leased by OWNER or any other party during the term of this Agreement, or if the Property is leased within sixty (60) days after the expiration of this Agreement to any party to whom the Property was submitted and whose name was disclosed to OWNER by BROKER, in writing, by certified or regular mail during the term of this Agreement or within 10 days after the expiration of this Agreement. In the event the Property is sold during the term of any lease for which commissions are payable hereunder, OWNER agrees that the terms of such sale shall include the assumption by the purchaser of OWNER’S obligation to pay commission hereunder.

8.   OWNER’S REPRESENTAIONS; INDEMINIFICATION. OWNER hereby states and affirms that to the best of OWNER’S actual knowledge, and except as otherwise specified below: OWNER has good an marketable title to the Property; there are no material physical, structural, or mechanical defects in the Property; there are no hazardous substances, pollutants, or contaminants on the Property, the presence or disposal of which is subject to federal, state, or local environmental regulation; there is no equipment, storage tank, container or structural element on the Property that contains or utilizes and has released or could release, any such hazardous substance, pollutant or contaminant into the environment or the interior of any building on the Property. OWNER agrees to defend, indemnify and hold harmless BROKER and its agents,