PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

BY AND BETWEEN

SPT — SWRC, LLC,
a Delaware limited liability company
as
“Buyer”

and

PULTE HOME CORPORATION,
a Michigan corporation
as
“Seller”

TABLE OF CONTENTS

PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

          THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “ Agreement ”) is made as of December 23, 2008 (the “ Effective Date ”), by and between SPT — SWRC, LLC, a Delaware limited liability company (“ Buyer ”), and PULTE HOME CORPORATION, a Michigan corporation (“ Seller ”).

ARTICLE I.

PURCHASE AND SALE

     Section 1.1 Agreement of Purchase and Sale . Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the following:

          (a) those certain parcels of land situated in Riverside County, California, commonly known as a portion of Winchester Ranch and more particularly described in Exhibit A attached hereto and made a part hereof (the property described in clause (a) of this Section 1.1 being herein referred to collectively as the “ Land ”);

          (b) any buildings, structures, fixtures and other improvements affixed to or located on the Land (the property described in clause (b) of this Section 1.1 being herein referred to collectively as the “ Improvements ”); and

          (c) any and all of Seller’s right, title and interest in and to (i) all assignable contracts and agreements (collectively, the “ Assigned Agreements ”) listed and described on Exhibit B attached hereto and made a part hereof, (ii) all permits, licenses, approvals, entitlements and authorizations issued by any governmental authority in connection with the Property, and (iii) any prepaid credits, deposits and prepaid fees with respect to the Property, except as otherwise provided in Article XIII below (the property described in clause (c) of this Section 1.1 being sometimes herein referred to collectively as the “ Intangibles ”).

     Section 1.2 Property Defined . The Land and the Improvements are hereinafter sometimes referred to collectively as the “ Real Property .” The Land, the Improvements and the Intangibles are hereinafter sometimes referred to collectively as the “ Property .”

     Section 1.3 Purchase Price . Seller is to sell and Buyer is to purchase the Property for the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the “ Purchase Price ”).

     Section 1.4 Payment of Purchase Price . The Purchase Price shall be payable in full through Escrow at Closing in cash by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer prior to the Closing. Not less than one (1) business day prior to the Closing, Buyer shall deposit with the Escrow Holder (as defined in Section 1.5 below), in cash or immediately available funds, the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, minus the

amount of the Deposit (as defined in Section 1.5 below) previously deposited by Buyer with Escrow Holder and any interest earned on the Deposit while held in Escrow.

     Section 1.5 Deposit . Upon execution of this Agreement, Buyer shall deposit with First American Title Insurance Company (the “ Escrow Holder ”), having its office at 5 First American Way, Santa Ana, California 92707, Attention: Jeanne Gould, a fully executed original of this Agreement and Buyer shall have delivered the sum of One Hundred Thousand Dollars ($100,000.00) (the “ Deposit ”) in good funds either by certified bank or cashier’s check or by federal wire transfer. Escrow Holder shall hold the Deposit in an interest-bearing account of a federally insured bank or savings and loan association acceptable to Buyer. The Deposit and all interest accrued on the Deposit while held by Escrow Holder shall be credited to the Purchase Price upon the close of Escrow. Buyer shall be responsible for the payment of all costs and fees imposed on the Deposit account. Except as otherwise specifically provided in Sections 2.5 and 7.2, and Article VIII hereof, and subject to the timely satisfaction of all conditions precedent to Buyer’s obligations set forth in Section 4.6 hereof (or the express written waiver thereof by Buyer, in Buyer’s sole discretion), the Deposit and the accrued interest thereon shall be nonrefundable to Buyer upon Buyer’s delivery to Escrow Holder of its written approval of the contingencies set forth in Section 3.1.

     Section 1.6 Deposit as Liquidated Damages . AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED AS A RESULT OF BUYER’S DEFAULT. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE AND SELLER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389, WITH RESPECT TO SELLER’S REMEDIES AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT). IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND

THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED.

     Section 1.7 Escrow Holder . Escrow Holder’s General Provisions are attached hereto as Exhibit C and made a part hereof.

ARTICLE II.

TITLE AND SURVEY

     Section 2.1 Review of Title Documents . First American Title Insurance Company, Attn: Hugo Tello (the “ Title Company ”) shall deliver to Buyer, within two (2) business days after the Effective Date, a preliminary title report for the Land (the “ Preliminary Report ”), together with copies of all underlying documents and a plotting of easements. Buyer shall have until the expiration of the Contingency Period to review and approve the Preliminary Report. Unless Buyer gives Seller and Escrow Holder written notice of Buyer’s disapproval of any exception set forth in the Preliminary Report prior to the expiration of the Contingency Period, Buyer shall be deemed to have approved of the Preliminary Report. If Buyer timely gives written notice to Seller and to Escrow Holder of Buyer’s disapproval of any exception set forth on the Preliminary Report, then this Agreement shall terminate.

     Section 2.2 Pre-Closing “Gap” Title Defects . At or prior to Closing, Buyer may notify Seller in writing (the “ Gap Notice ”) of any objections or exceptions to title (a) raised in writing by the Title Company between the expiration of the Contingency Period and the Closing and (b) not disclosed by the Title Company prior to the expiration of the Contingency Period. If Buyer fails to notify Seller of such objection to title within one (1) business day of being made aware of the existence of such written exception, then Buyer shall be deemed to have accepted such new exception, which shall be included as a Permitted Exception. If Buyer sends a Gap Notice to Seller, then Seller shall have one (1) business day after receipt of the Gap Notice to notify Buyer that Seller either (a) will remove such objectionable exception from title on or before the Closing, provided that Seller may extend the Closing for such period (not to go beyond December 30, 2008) as shall be required to effect such cure; or (b) elects not to cause such exception to be removed (a “ Non-Removal Notice ”). If Seller fails to notify Buyer of its election within said one (1) business day period, then Seller shall be deemed to have delivered a Non-Removal Notice as to that exception. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.4 hereof) or an endorsement thereto

satisfactory to Buyer in its sole discretion and insuring Buyer against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives (or is deemed to have given) Buyer a Non-Removal Notice, then Buyer shall have one (1) business day within which to notify Seller in writing that Buyer elects to either (i) nevertheless proceed with the purchase and take title to the Real Property subject to such exceptions, or (ii) terminate this Agreement pursuant to the provisions of Section 2.5 below. If Buyer fails to notify Seller in writing of its election within said one (1) business day period, then Buyer shall be deemed to have elected to proceed with the purchase and take title to the Land subject to such exceptions, which shall be included as Permitted Exceptions. Notwithstanding anything to the contrary in this Section 2.2, (x) Buyer shall not have the right to object to (i) any matters disclosed by a survey of the Property provided by Buyer to the Title Company following the Contingency Period, or (ii) any matters caused by or on behalf of Buyer, and (y) in no event shall the Closing occur later than December 30, 2008.

     Section 2.3 Permitted Exceptions . A condition to Closing shall be the commitment of the Title Company to issue to Buyer, at Closing, the Title Policy subject to the following matters, which are hereinafter referred to as the “ Permitted Exceptions ”:

          (a) those matters disclosed in the preliminary title report or any supplemental report that are either approved or deemed approved by Buyer in accordance with Section 2.1 or 2.2 hereof;

          (b) the lien of all ad valorem real estate taxes, special taxes and assessments not yet delinquent as of the date of Closing, subject to proration as herein provided;

          (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Real Property;

          (d) items shown or that would be shown on any survey of the Real Property and not disapproved by Buyer pursuant to Section 2.1 above;

          (e) the usual printed exceptions and exclusions contained in such title insurance polices;

          (f) matters caused by or on behalf of Buyer;

          (g) matters contemplated by this Agreement, including, without limitation, matters resulting from the recordation of Tract Map No. 30266-2 (which map may, but is not required, to be recorded prior to Closing).

     Section 2.4 Conveyance of Title . At Closing, Seller shall convey the Real Property to Buyer by execution and delivery of a Deed (as defined in Section 4.2(a) hereof). As a condition to Closing, the Title Company shall be prepared to issue a CLTA Standard Coverage Owner’s Policy of Title Insurance (the “ Title Policy ”) covering the Real Property, in the full amount of the Purchase Price, subject only to the Permitted Exceptions; provided, however, that Buyer may elect to obtain an ALTA Extended Coverage Owner’s Policy of Title Insurance provided that Buyer pays any excess expense (as contemplated by Section 4.5 below) and timely provides any

required survey or other documents. Buyer’s performance under this Agreement shall not be excused if Buyer is unable to timely obtain such extended title coverage. Additionally, if Buyer is delivering to Seller Buyer’s Deed of Trust pursuant to Article XI below, then as a condition to Closing for Seller’s benefit, the Title Company shall irrevocably and unconditionally be prepared to issue to Seller on the Closing an ALTA Lender’s Policy of Title Insurance (the “ Lender’s Policy ”) covering the Property, in the amount set forth in Section 11.1 below, subject only to those items in place immediately upon the occurrence of the recordation of the Deed (and prior to the recordation of any financing obtained by Buyer).

     Section 2.5 Rights Upon Termination . If this Agreement is terminated pursuant to Section 2.1, 2.2, 3.3 or 12.1 or Article VIII, then (i) the Deposit shall be returned to Buyer, (ii) all instruments in Escrow shall be returned to the party depositing the same, (iii) Buyer shall return to Seller all items previously delivered by Seller to Buyer and deliver to Seller copies of any reports received by Buyer relating to any inspection of the Property in accordance with Section 3.1, (iv) Buyer and Seller shall each pay one-half (1/2) of all Escrow and title cancellation charges, and (v) neither party shall have any further rights, obligations or liabilities whatsoever to the other party concerning the Property by reason of this Agreement, except for any indemnity obligations of either party pursuant to the provisions of this Agreement or otherwise expressly stated in this Agreement to survive termination.

ARTICLE III.

REVIEW OF PROPERTY

     Section 3.1 Right of Inspection . During the period beginning as of the Effective Date and ending at 5:00 p.m. (local time at the Property) on December 23, 2008 (the“ Contingency Period ”), Buyer shall have the right to make a physical inspection of the Property at its own cost and expense, including an inspection of the environmental condition thereof pursuant to the terms and conditions of this Agreement. During the Contingency Period, Seller shall make available, and Buyer shall have the right to examine, at Seller’s office all documents and files concerning the Property in Seller’s possession (the “ Property Documents ”), including copies of any feasibility study and survey, the most recent tax bills for the Property and all information related to the tentative map, final engineering, architecture, cost to complete budgets, landscape plans, improvement plans, environmental documentation and permits and the Reconveyance Agreement (as defined in Section 4.8 below), but excluding Seller’s partnership or corporate records, internal memoranda, financial projections, accounting and similar proprietary, confidential or privileged information. Except as otherwise expressly provided in this Agreement, Seller makes no representation or warranty concerning the Property of any nature, including but not limited to representations and warranties of correctness, accuracy, completeness or fitness for any purpose. Buyer is an experienced real estate developer and is well-qualified to independently evaluate the Property and independently conduct the reviews conducted by Buyer. Except as otherwise expressly provided in this Agreement, Buyer is assuming all risks arising out of the use of or reliance on Buyer’s examination of the Property.

     Any on-site inspections of the Property shall occur only (i) at reasonable times agreed upon by Seller and Buyer after at least one (1) business day’s prior written notice to Seller; (ii) in a manner that will not unreasonably interfere with the use of the Property by Seller; and (iii) after

delivery of evidence satisfactory to Seller that adequate public liability and other insurance respecting such work has been obtained by Buyer naming as additional insureds Seller and any other person or entity designated by Seller as having an insurable interest in the Property. Seller may have a representative present during any such inspections. If Buyer desires to do any invasive testing on the Property, Buyer shall do so only after notifying Seller and obtaining Seller’s prior written consent thereto, which consent may be subject to any terms and conditions imposed by Seller in its sole discretion. Buyer shall keep the Property free and clear of any liens arising out of Buyer’s entry onto or inspection of the Property. Immediately following any entry upon the Property, Buyer shall restore the Property to the condition which existed prior to such entry. Buyer will immediately furnish to Seller copies of any reports received by Buyer relating to any inspection of the Property, without representation or warranty of any kind (express, implied or otherwise) as to the content and accuracy thereof, and at no charge to Seller.

     Section 3.2 Indemnification . Buyer agrees to protect, indemnify, defend and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Buyer or its agents or consultants, and notwithstanding anything to the contrary in this Agreement, such obligation to protect, indemnify, defend and hold harmless Seller shall survive the Closing or any termination of this Agreement.

     Section 3.3 Right of Termination . If for any reason whatsoever Buyer determines that the Property or any aspect thereof is unsuitable for Buyer’s acquisition, Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Contingency Period, and if Buyer gives such notice of termination prior to the expiration of the Contingency Period, then this Agreement shall terminate in accordance with the provisions of Section 2.5. Unless Buyer gives Seller a written notice of approval of the condition of the Property or a waiver of its objections prior to the expiration of the Contingency Period, then Buyer shall be deemed to have elected not to proceed with the purchase and this Agreement shall terminate in accordance with the provisions of Section 2.5.

ARTICLE IV.

CLOSING

     Section 4.1 Time and Place . The closing of the transaction contemplated hereby (the “ Closing ”) shall be held at the offices of Escrow Holder at the address set forth under Section 15.4 (“ Notices ”) on December 29, 2008. The date upon which the Closing occurs is referred to herein as the “ Closing Date .” At least one (1) business day prior to the Closing Date, the Purchase Price and all documents shall be deposited with the Escrow Holder, and Seller and Buyer shall perform the obligations set forth in, respectively, Section 4.2 and Section 4.3 hereof, the performance of which obligations shall be concurrent conditions. At the Closing, Escrow Holder shall record the Grant Deed, shall immediately thereafter record Buyer’s Deed of Trust (if applicable), and shall immediately thereafter record the ROFR Agreement (as defined in Section 14.1 below). Notwithstanding anything to the contrary contained in this Agreement, except in the event of an election by Seller to extend the date of Closing pursuant to Section 8.1 or Section 8.2 below, if the Closing Date does not occur on or before December 30, 2008, then this Agreement shall automatically terminate and, if such termination is due to a breach by either

party hereunder, then the other party shall have the remedies set forth in Article VII below. The parties acknowledge that time is of the essence and that, except as provided in Section 8.1 or 8.2 below, in no event shall the Closing Date occur after December 30, 2008, time being of the essence for such purposes.

     Section 4.2 Seller’s Obligations At or Prior to Closing . At least one (1) business day prior to the Closing Date, Seller shall deliver to Escrow Holder:

          (a) a duly executed and notarized grant deed (the “ Deed ”) in the form attached hereto as Exhibit D;

          (b) a duly executed assignment and assumption agreement (the “ Assignment of Contracts ”) in the form attached hereto as Exhibit E;

          (c) a duly executed bill of sale (the “ Bill of Sale ”) in the form attached hereto as Exhibit F;

          (d) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;

          (e) FIRPTA and CALFIRPTA certificates in the form attached hereto as Exhibits G-l and G-2 duly executed by Seller;

          (f) such affidavits as may be customarily and reasonably required by the Title Company;

          (g) an executed closing statement reasonably acceptable to Seller;

          (h) a duly executed and notarized ROFR Agreement in the form attached hereto as Exhibit H; and

          (i) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

     Section 4.3 Buyer’s Obligations at or Prior to Closing . At least one (1) business day prior to the Closing Date, Buyer shall deliver to Escrow Holder:

          (a) the full amount of the Purchase Price less the Deposit;

          (b) a duly executed Assignment of Contracts;

          (c) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer;

          (d) such affidavits, as may be customarily and reasonably required by the Title Company;

          (e) an executed closing statement reasonably acceptable to Buyer;

          (f) a duly executed and notarized ROFR Agreement;

          (g) Buyer’s Deed of Trust (as defined in Section 11.1 below); and

          (h) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

     Section 4.4 Credits and Prorations .

          (a) All income and expenses of the Property shall be apportioned as of 12:01 a.m., on the day of Closing as if Buyer were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items include without limitation the following:

               (i) taxes and assessments levied against the Property;

               (ii) utility charges respecting the Property for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility; and

               (iii) operating expenses with respect to irrigation and common area landscaping pertaining to the Property.

          (b) Notwithstanding anything contained in Section 4.4(a) hereof, any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing, and Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation fixed for the immediately preceding tax year. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as of the Closing Date.

          (c) Any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ reasonable estimates of such amount, and such agreed upon estimates shall be final and binding.

          (d) The provisions of this Section 4.4 shall survive Closing.

      Section 4.5 Transaction Taxes and Closing Costs .

          (a) Seller and Buyer shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance;

          (b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:

               (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Escrow Holder or Title Company;

               (ii) the premium for the CLTA Standard Coverage Owner’s Policy of Title Insurance in the amount of the Purchase Price to be issued to Buyer by the Title Company at Closing;

               (iii) one-half (1/2) of the fees for recording the Deed, the ROFR Agreement and the Buyer’s Deed of Trust; and

               (iv) any documentary transfer tax or similar tax which becomes payable by reason of the transfer of the Property.

          (c) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses:

               (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Escrow Holder or Title Company;

               (ii) one-half (1/2) of the fees for recording the Deed, the ROFR Agreement and the Buyer’s Deed of Trust; and

               (iii) the additional premium for the ALTA Extended Owner’s Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and the fee for all endorsements thereto, to the extent that those costs exceed the cost of a CLTA Standard Coverage Owner’s Policy.

          (d) All costs and expenses incident to this transaction and the Closing hereof, and not specifically described above, shall be paid by the party incurring same; and

          (e) The provisions of this Section 4.5 shall survive the Closing.

     Section 4.6 Conditions Precedent to Obligation of Buyer . The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Buyer in its sole discretion:

          (a) Seller shall have delivered to Buyer or Escrow Holder all of the items required to be delivered by Seller to Buyer or Escrow Holder pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;

          (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing;

          (c) Seller shall have performed and observed in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing; and

          (d) The Title Company is unconditionally committed to issue the Title Policy showing only the Permitted Exceptions as title exceptions thereto.

     Section 4.7 Conditions Precedent to Obligation of Seller . The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:

          (a) Seller shall have received (or Escrow Holder shall have received and be irrevocably committed to deliver to Seller as of Closing), the Purchase Price as adjusted as provided herein, and payable in the manner provided for in this Agreement;

          (b) Buyer shall have delivered to Seller or Escrow Holder all of the items required to be delivered by Buyer to Seller or Escrow Holder pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof;

          (c) All of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date of Closing; and

          (d) Buyer shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Buyer as of the date of Closing.

     Section 4.8 Amended and Restated Reconveyance Parcels Improvement Agreement . In addition to other agreements that may be included within the Assignment of Contracts, Buyer acknowledges that it will be assuming, as of Closing, all of the obligations of Seller pursuant to that certain Amended and Restated Reconveyance Parcels Improvement Agreement dated as of November 15, 2007 and entered into by and among Seller, Newport Road 103, LLC, Barratt American Incorporated and Meadow Vista Holdings, LLC (the “ Reconveyance Agreement ”). Among other items, Buyer acknowledges that the Reconveyance Agreement requires that certain portions of the Real Property be conveyed to other parties for no compensation, and that the Reconveyance Agreement also imposes significant obligations on Seller (which will be assumed by Buyer as of the Closing) in connection with the construction of improvements, whether located within the Property or off-site. Without limiting any other provision contained in this Agreement, effective as of the Closing, Buyer shall indemnify, defend, protect and hold Seller harmless from any and all claims, costs, liabilities, obligations and expenses in connection with the Reconveyance Agreement, and Buyer shall assume all of Seller’s obligations thereunder.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

     Section 5.1 Representations and Warranties of Seller .

          (a) Organization and Authority . Seller hereby represents and warrants to Buyer as of the Effective Date that (a) Seller has been duly organized, is validly existing under the laws of the State of Michigan, and is qualified to do business in the State of California; (b) Seller has the full right and authority to enter into this Agreement, to transfer the Property and to consummate or cause to be consummated the transaction contemplated by this Agreement; and (c) the person signing this Agreement on behalf of Seller is authorized to do so.

          (b) Condemnation . Seller has received no written notice of any condemnation proceedings relating to the Property.

          (c) Authorization . This Agreement has been, and on the Closing Date, all documents to be executed by Seller hereunder will have been, duly authorized, executed and delivered by Seller, and constitute and will constitute the valid and binding obligations of Seller enforceable against it in accordance with their respective terms.

          (d) Requisite Action . All requisite action (corporate, partnership or otherwise) has been taken by Seller in connection with the entering into of this Agreement, the execution and delivery of the instruments referenced herein, and the consummation of the transaction contemplated hereby.

          (e) Authority . The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof.

          (f) Environmental Conditions . To Seller’s actual knowledge, and except as otherwise set forth in the Property Documents, the Real Property is free of “contamination” from any “hazardous waste,” any “hazardous substance,” and any “oil, petroleum products, and their by-products,” as such terms are defined by any federal, state, county or local law, ordinance, regulation or requirement applicable to any portion of the Real Property and including any regulations promulgated thereunder, as the same exist as of the Effective Date (collectively, “ Hazardous Substances ”). “Contamination” means the presence of Hazardous Substances at the Real Property that requires remediation or cleanup under any applicable law. Seller has not used any Hazardous Substances on, from or affecting the Real Property in any manner that violates any applicable law, and to Seller’s actual knowledge, and except as otherwise set forth in the Property Documents, no prior owner or user of the Real Property has used such substances on, from, or affecting the Real Property in any manner which violates any applicable law.

          (g) No Conflict . Except with respect to any monetary encumbrances to be satisfied by Seller at or prior to Closing, the execution and delivery of this Agreement by Seller, the execution and delivery of every other document and instrument delivered pursuant hereto by or on behalf of Seller, and the consummation of the transactions contemplated hereby do not and

will not (A) constitute or result in the breach of or default under any oral or written agreement to which Seller is a party or which is recorded of record against the Real Property; (B) constitute or result in a violation of any order, decree, or injunction with respect to which Seller and/or the Property is bound; (C) cause or entitle any party to have a right to accelerate or declare a default under any oral or written agreement to which Seller is a party or which is recorded of record against the Real Property; and/or (D) violate any provision of any municipal, state or federal law, statutory or otherwise, to which Seller or the Property is subject.

          (h) Pending Transactions, Suits or Proceedings . Seller has not been served with, and to Seller’s actual knowledge there is no, litigation or arbitration pending or threatened, before any court of administrative agency against Seller’s performance hereunder.

          (i) Knowledge . The term “Knowledge” as used in this Agreement means the present actual knowledge of Mark Kaushagen (“ Mr. Kaushagen ”) and Sohail Bokhari (“ Mr. Bokhari ”) with no duty to inquire or investigate. Mr. Kaushagen and Mr. Bokhari are referred to herein merely to define the “Knowledge” of Seller. Accordingly, Mr. Kaushagen and Mr. Bokhari, shall incur no personal liability whatsoever in connection with the foregoing representations and warranties or any other obligation of Seller hereunder, and Buyer shall not name such individuals personally in any action or complaint brought in connection with this Agreement or the Property.

     Section 5.2 Survival of Seller’s Representations and Warranties . The representations and warranties of Seller set forth in Section 5.1 hereof shall survive Closing for a period of one (1) year. No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Buyer (i.e., being actually known by either Tim McSunas or William A. Shopoff) prior to Closing, if Buyer elects to consummate the transactions described herein with such knowledge.

     Section 5.3 Representations, Warranties and Covenants of Buyer .

          (a) Organization and Authority . Buyer hereby represents and warrants to Seller as of the Effective Date that (a) Buyer has been duly organized, is validly existing in the State of Delaware and is qualified to do business under the laws of the State of California, (b) Buyer has the full right and authority to enter into this Agreement and to consummate or cause to be consummated the transaction contemplated by this Agreement, and (c) the person signing this Agreement on behalf of Buyer is authorized to do so.

          (b) Authorization . This Agreement has been, and on the Closing Date, all documents to be executed by Buyer hereunder will have been, duly authorized, executed and delivered by Buyer, and constitute and will constitute the valid and binding obligations of Buyer enforceable against it in accordance with their respective terms.

          (c) Requisite Action . All requisite action (corporate, partnership or otherwise) has been taken by Buyer in connection with the entering into of this Agreement, the execution and delivery of the instruments referenced herein, and the consummation of the transaction contemplated hereby.

          (d) Authority . The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof.

          (e) No Conflict . The execution and delivery of this Agreement by Buyer, the execution and delivery of every other document and instrument delivered pursuant hereto by or on behalf of Buyer, and the consummation of the transactions contemplated hereby do not and will not (A) constitute or result in the breach of or default under any oral or written agreement to which Buyer is a party; (B) constitute or result in a violation of any order, decree, or injunction with respect to which Buyer is bound; (C) cause or entitle any party to have a right to accelerate or declare a default under any oral or written agreement to which Buyer is a party; and/or (D) violate any provision of any municipal, state or federal law, statutory or otherwise, to which Buyer is subject.

          (f) Pending Transactions, Suits or Proceedings . Buyer has not been served with, and to Buyer’s actual knowledge there is no, litigation or arbitration pending or threatened, before any court of administrative agency against Buyer’s performance hereunder.

     Section 5.4 Survival of Buyer’s Representations and Warranties . The representations and warranties of Buyer set forth in Section 5.3 hereof shall survive Closing for a period of one (1) year.

ARTICLE VI.

COVENANTS OF SELLER

          Seller hereby covenants with Buyer as follows:

     Section 6.1 Operation of Property . From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to maintain the Property in a manner generally consistent with the manner in which Seller has maintained the Property prior to the date hereof.

     Seller shall have no duty to (a) construct any additional improvements, whether public or private or whether on or off the Real Property; (b) satisfy any condition of approval of any nature with respect to the Property whether on or off the Real Property; (c) other than the payment of prorated taxes as of the close of Escrow, pay any fee of any nature with respect to the Property; or (d) obtain any further subdivision maps, consents, permits, entitlements, easements, rights of way, certificates, rights and agreements required from the City or County or any other governmental and quasi-governmental entities and private sources to develop, improve and market the Property and the houses constructed or to be constructed thereon whether before or after the Close of Escrow.

ARTICLE VII.

DEFAULT

     Section 7.1 Default by Buyer . If the sale of the Property as contemplated hereunder is not consummated due to Buyer’s default hereunder, Seller shall be entitled, as its sole remedy for Buyer’s failure to close Escrow (but not with respect to other defaults by Buyer under this Agreement), to terminate this Agreement and receive liquidated damages pursuant to Section 1.6 hereof.

     Section 7.2 Default by Seller IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT HEREUNDER, BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, TO (A) RECEIVE THE RETURN OF THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY HEREUNDER, AND (B) REIMBURSEMENT FOR THE ACTUAL THIRD PARTY OUT-OF-POCKET COSTS INCURRED BY BUYER IN CONNECTION WITH ITS DILIGENCE RELATING TO THE PROPERTY. BUYER HEREBY WAIVES THE RIGHT TO SPECIFIC PERFORMANCE (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389) TO COMPEL SELLER TO CONVEY THE PROPERTY OR TO PURSUE OTHER EQUITABLE REMEDIES AGAINST SELLER, AND THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO ENFORCE ANY OBLIGATION OF SELLER HEREUNDER. FURTHER IF ESCROW FAILS TO CLOSE DUE TO SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER SHALL HAVE NO RIGHT TO SEEK LOST PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF ANY SUM. EXCEPT FOR THOSE REMEDIES EXPRESSLY SET FORTH HEREIN IN THE CASE WHERE ESCROW FAILS TO CLOSE AS A RESULT OF SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER HEREBY WAIVES AND RELINQUISHES ALL OTHER CLAIMS AND RIGHTS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND ALL OTHER CONSEQUENTIAL DAMAGES AND INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON OF SELLER’S DEFAULT.

ARTICLE VIII.

CONDEMNATION

     Section 8.1 Risk of Loss . In the event of loss or damage to the Property or any portion thereof which is not “Major” (as hereinafter defined), this Agreement shall remain in full force and effect provided that Seller shall, at Seller’s option, either (a) perform any necessary repairs prior to Closing, or (b) if such loss or damage is insurable, assign to Buyer all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. If Seller elects to

perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly, and the date of Closing shall be extended for a reasonable time to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Buyer, the Purchase Price shall not be reduced. Upon Closing, full risk of loss with respect to the Property shall pass to Buyer.

     Section 8.2 Major Damage . Seller shall promptly notify Buyer of the occurrence of any “Major” loss or damage, which notice shall state the cost of repair or restoration thereof as opined by a qualified expert in accordance with Section 8.3. Buyer shall have the right, exercisable by giving written notice to Seller within five (5) days after receipt of Seller’s written notice, to terminate this Agreement in which event the provisions of Section 2.5 shall apply. If Buyer does not elect to terminate this Agreement within said five (5) day period, then Buyer shall be deemed to have elected to proceed with Closing. In that event Seller shall at Seller’s option either (a) perform any necessary repairs, or (b) cause the Closing to occur promptly and assign to Buyer through Escrow all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. If Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly, and the date of Closing shall be extended for a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Buyer, the Purchase Price shall not be reduced. Upon Closing, full risk of loss with respect to the Property shall pass to Buyer.

     Section 8.3 Definition of “Major” Loss or Damage . For purposes of Sections 8.1 and 8.2, “ Major ” loss or damage refers to the following: (a) loss or damage to the Land hereof such that the cost of repairing or restoring the premises in question to substantially the same condition which existed prior to the event of damage would be, in the opinion of a qualified expert selected by Seller and reasonably approved by Buyer, equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000.00), and (b) any loss due to a condemnation which permanently and materially impairs the proposed use of the Property. If Buyer does not give written notice to Seller of Buyer’s reasons for disapproving a qualified expert within three (3) business days after receipt of notice of the proposed qualified expert, then Buyer shall be deemed to have approved the qualified expert selected by Seller.

ARTICLE IX.

BROKERAGE COMMISSIONS

          With respect to the transaction contemplated by this Agreement, Seller shall be responsible for the payment of a real estate brokerage commission to Whittlesey Doyle, Inc. (the “ Broker ”) pursuant to a separate agreement between Seller and Broker, if the Closing occurs. Each party hereto agrees that if any person or entity, other than the Broker, makes a claim for brokerage commissions or finder’s fees related to the sale of the Property by Seller to Buyer, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys’ fees) in connection therewith. The provisions of this paragraph shall survive Closing or any termination of this Agreement.

ARTICLE X.

DISCLAIMERS AND WAIVERS

     Section 10.1 Indemnification . Buyer hereby indemnifies and agrees to defend and hold harmless (a) Seller, (b) the affiliates of Seller, and (c) all the officers, directors, agents, shareholders, consultants, and employees of Seller and its affiliates, and all their successors and assigns (collectively, the “ Seller Parties ”) of and from any and all claim, demand, assertion, action, suit, proceeding (collectively, the “ Claims ”) and from all loss, liability, expense (including reasonable attorneys fees, court costs, reasonable costs of investigation and expert witnesses), damages (including without limitation consequential damages), delays and costs of delay, or obligations (collectively, the “ Damages ”) arising out of Buyer’s development, construction and marketing activities associated with the Property.

     Section 10.2 No Reliance on Documents . Except as expressly stated herein, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller or its brokers or agents to Buyer in connection with the transaction contemplated hereby. All materials, data and information delivered by Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein. Neither Seller, nor any affiliate of Seller, nor the person or entity which prepared any report or reports delivered by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such reports.

     Section 10.3 AS IS SALE; DISCLAIMERS . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

          UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS” , EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS IS.”

          BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT.

          IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT:

          “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

          BUYER, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

     Section 10.4 Survival of Disclaimers . The provisions of this Article X shall survive Closing or any termination of this Agreement.

ARTICLE XI.

SUBDIVISION SECURITY

     Section 11.1 Exoneration of Bonds . Seller has executed subdivision improvement agreements (collectively, the “SIAs”) and posted those bonds listed on Exhibit I attached hereto securing the SIAs (collectively, the “Bonds”). In addition, if Seller causes Tract Map No. 30266-2 to be recorded prior to Closing (which Seller shall have no obligation to do), then the “SIAs” shall be deemed to include any additional subdivision improvement agreements entered into by Seller in connection with the recordation of Tract Map No. 30266-2, and the “Bonds” shall be deemed to include any additional bonds posted by Seller in connection with the recordation of Tract Map No. 30266-2. Buyer shall be solely responsible from and after Closing for all obligations of Seller pursuant to the SIAs and the Bonds. From and after the Closing Date, Buyer shall indemnify, defend and hold Seller harmless from and against any loss, liability or claim arising out of, or relating to the SIAs or the Bonds, including but not limited to attorneys’ fees and bond premiums. Further, Buyer shall cause new SIAs and replacement bonds to be delivered to the applicable parties listed on Exhibit I (and with respect to Tract Map No. 30266-2, any additional applicable parties), and shall cause Seller to be released from liability under the SIAs and cause the Bonds to be fully exonerated within one hundred eighty (180) days following the Closing Date. Buyer shall pay the premiums associated with the Bonds until such time that Buyer fully exonerates the Bonds. Buyer’s payment of said premiums shall in no way waive or satisfy Buyer’s obligation under this Agreement to fully exonerate the Bonds. In addition, at or prior to the Closing, Buyer shall deliver to Seller a deed of trust in the amount of Four Million Six Hundred Ninety-Two Thousand Eight Hundred Dollars ($4,692,800) naming Seller as beneficiary, securing all of Buyer’s obligations with respect to the SIAs and the Bonds pursuant to this Section 11.1. In addition, if Tract Map No. 30266-2 has not been recorded prior to the Closing, then the foregoing security shall also secure the obligations of Buyer pursuant to Section 11.2 below. The deed of trust shall be in the form attached hereto as Exhibit J (“ Buyer’s Deed of Trust ”). Seller shall execute and deliver to Buyer a full reconveyance of Buyer’s Deed of Trust to Buyer promptly after Buyer fulfills its obligations set forth above in this Section with respect to the SIAs and the Bonds and its obligations pursuant to Section 11.2 below. The provisions of this Section 11.1 shall survive Closing.

     Section 11.2 Obligation to Record Map . If Tract Map No. 30266-2 has not been recorded prior to the Closing, Buyer shall be obligated to cause Tract Map No. 30266-2 to be recorded within one hundred eighty (180) days following the Closing. Buyer’s obligation to record Tract Map No. 30266-2 shall also be secured by the Buyer’s Deed of Trust. Seller agrees to cooperate with Buyer, at no cost or expense to Seller, in connection with the recordation of Tract Map No. 30266-2. The provisions of this Section 11.2 shall survive Closing.

ARTICLE XII.

SELLER’S CONTINGENCY

     Section 12.1 Approval of Asset Management Committee . Seller shall have until three (3) business days after the Effective Date to obtain the approval of its asset management committee to carry out the transactions contemplated by this Agreement. In the event that Seller

is unable to obtain the consent of Seller’s asset management committee prior to such three (3) business day period, then Seller shall have the right to terminate this Agreement, in which case the provisions of Section 2.5 shall apply.

ARTICLE XIII.

DEPOSITS AND REFUNDS

     Section 13.1 Refund of Deposits . Seller has made certain deposits with utility companies in connection with the obtaining of utility services. Seller shall be entitled to all refunds received from the utility companies in connection with such deposits. In addition, pursuant to Section 14.8 of that certain Purchase Agreement and Escrow Instructions by and between Barratt American Incorporated (“Barratt”) and Seller, Barratt is obligated to pay Seller Six Hundred Twenty-Five Thousand Dollars ($625,000.00) in the event that a certain park site is not purchased by a specified communities facilities district within a specified time frame. Such park site was not purchased by such communities facilities district within the specified time frame, and, as a result, Barratt is obligated to make such payment to Seller. Seller shall be entitled to receipt of such payment from Barratt. In the event that any such refunds are paid to Buyer or Barratt pays any such amount to Buyer, Buyer shall remit the amount of such payment to Seller within ten (10) days of receipt of the same. In the event that Buyer is named in a lawsuit filed by Barratt relating to the payment of the above-referenced amount, and provided that Seller is also named in the same lawsuit under the same theories of law, then Seller will provide the defense on behalf of Buyer with respect to such lawsuit.

ARTICLE XIV.

RIGHT OF FIRST REFUSAL

     Section 14.1 Right of First Refusal . Notwithstanding anything to the contrary herein, pursuant to the terms and conditions of that certain right of first refusal agreement attached hereto as Exhibit H (the “ROFR Agreement”), Buyer and Seller hereby agree that Seller shall have a right of first refusal (“ROFR”) to purchase from Buyer any of the multi-family or single-family residence portions of the Property (the “ROFR Property”) upon Buyer’s receipt of a bona fide offer from a third party to purchase all or a portion of such multi-family or single-family residence portions of the Property. Upon Buyer’s receipt of such bona fide offer, Buyer shall provide to Seller a copy of the bona fide offer (“Buyer’s Notice”). Seller shall have ten (10) days from receipt of Buyer’s Notice to exercise its ROFR upon all or any portion of the ROFR Property which is the subject of Buyer’s Notice (the “Subject Property”) by matching the terms and conditions of such bona fide offer contained in Buyer’s Notice. If Seller exercises its ROFR upon some but not all of the Subject Property at such time, such ROFR shall not constitute an option to purchase on the remaining portion of the Subject Property and shall not require Buyer to sell such remaining portion of the Subject Property to Seller. In such event, Buyer may offer the remaining portion of the Subject Property for sale to other third parties pursuant to the terms of Buyer’s Notice. If Buyer is unable to consummate the sale of the remaining portion of the Subject Property to any third party at a price not less then (95%) of the price contained in Buyer’s Notice and otherwise on terms not materially more favorable to such third party than those set forth in Buyer’s Notice within six (6) months of the date of delivery of the bona fide

offer from Seller to Buyer, then the ROFR shall continue against the remaining portions of the Subject Property and the ROFR Property, if any, in accordance under the terms of the ROFR Agreement.

ARTICLE XV.

MISCELLANEOUS

     Section 15.1 Confidentiality . Buyer and its representatives shall hold in confidence all data and information obtained with respect to Seller or its business or the Property, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others; provided, however, that Buyer may disclose (a) prior to the Closing, to the employees, lenders, consultants, accountants and attorneys of Buyer, any such data and information, if such persons agree to treat such data and information confidentially, (b) on and after the Closing, to the public, the fact that Buyer has acquired the Property and the Purchase Price paid therefore, and (c) at any time, to governmental officials or third parties (including the public, respecting information contained in public reports), any such data and information as may be required to comply with Buyer’s reporting requirements under law. If this Agreement is terminated or Buyer fails to perform hereunder, Buyer shall promptly return to Seller any statements, documents, schedules, exhibits or other written information obtained from Seller in connection with this Agreement or the transaction contemplated herein, and Buyer shall deliver to Seller copies of any reports received by Buyer relating to any inspection of the Property in accordance with Section 1.3. With respect to any provision of this Agreement which refers to the termination of this Agreement and the return of the Deposit to Buyer, such Deposit shall not be returned to Buyer unless and until Buyer has fulfilled its obligation to return to Seller, and to deliver to Seller, the materials described in the preceding sentence. In the event of a breach or threatened breach by Buyer or its agents or representatives of this Section 15.1, Seller shall be entitled to an injunction restraining Buyer or its agents or representatives from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Seller from pursuing any other available remedy at law or in equity for such breach or threatened breach. The provisions of this Section 15.1 shall survive Closing or any termination of this Agreement.

     Section 15.2 Public Disclosure . Prior to and after the Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by Buyer and Seller. The provisions of this Section 15.2 shall survive the Closing or any termination of this Agreement.

     Section 15.3 Assignment . Subject to the provisions of this Section 15.3, the terms and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the parties hereto. Buyer may not assign its rights under this Agreement without first obtaining Seller’s written approval, which approval may be given or withheld in Seller’s sole discretion; provided, however, that Buyer shall have the right to assign all (but not less than all) of its rights and interest under this Agreement to an entity controlling, controlled by, or under common control with Buyer. For purposes of the immediately preceding sentence, the term “control” and similar terms shall mean the ownership of greater than fifty percent (50%) of the voting and economic interests of the applicable entity. If Buyer desires to assign its rights hereunder,

(a) Buyer shall send Seller written notice of its request at least five (5) business days prior to Closing, which request shall include the legal name and structure of the proposed assignee, as well as any other information that Seller may reasonably request, (b) the assignee shall execute and deliver to Seller an assignment and assumption of this Agreement in form and substance reasonably satisfactory to Seller, and (c) in no event shall any assignment of this Agreement release or discharge Buyer from any liability or obligation hereunder. Any transfer, directly or indirectly, of any stock, partnership interest or other ownership interest in Buyer shall constitute an assignment of this Agreement.

     Section 15.4 Notices . Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery, (b) reputable overnight delivery service with proof of delivery, (c) United States Mail, postage prepaid, registered or certified mail, return receipt requested, or (d) legible facsimile transmission, sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith. Any notice so given shall be deemed to have been given upon receipt or refusal to accept delivery, or, in the case of facsimile transmission, as of the date of the facsimile transmission provided that an original of such facsimile is also sent to the intended addressee by means d