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
“Seller”

and

KHALDA DEVELOPMENT, INC.,
a California corporation
as
“Buyer”

PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

          THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement” ) is made as of February 27, 2009 (the “Effective Date” ), by and between SPT-SWRC, LLC , a Delaware limited liability company ( “Seller” ), and KHALDA DEVELOPMENT, INC. , a California corporation ( “ Buyer ” ).

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 Five Million Dollars ($5,000,000.00) (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 pro-rations 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 ( “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 concurrently deliver to Escrow Holder the sum of One Hundred Thousand Dollars ($100,000.00) (the “First Deposit” ) in good funds either by certified bank or cashier’s check or by federal wire transfer. Escrow Holder shall hold the First 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 First Deposit while held by Escrow Holder shall be credited to the Purchase Price upon the close of Escrow. Except as otherwise specifically provided in Section 2.3 and Section 7.2 below, and Article VIII hereof, if Buyer delivers to Escrow Holder, prior to the expiration of the Contingency Period (hereinafter defined), a Second Deposit in the sum of Four Hundred Thousand Dollars ($400,000.00) (the “Second Deposit” ) in good funds either by certified bank or cashier’s check or by federal wire transfer, together with a unqualified written approval of the contingencies set forth in Section 3.1 below, together with instructions to immediately release to Seller the First Deposit and the Second Deposit (together, the “Deposit” ), then the Deposit and the accrued interest on the First Deposit shall be nonrefundable to Buyer, absent a material default by Seller under this Agreement. Upon receipt of the Second Deposit and Buyer’s release instructions, Escrow Holder shall immediately release the full Deposit to Seller. If Buyer does not timely deposit the Second Deposit with instructions to immediately release the same, and provide concurrent written notification to Escrow Holder and to Seller that Buyer has approved the Property, then Buyer shall be deemed to have disapproved the Property, the Initial Deposit shall be returned to Buyer, and this Agreement shall terminate.

     Section 1.6 Deposit as Liquidated Damages . AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT OF THE INITIAL DEPOSIT 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 . (a) First American Title Insurance Company, (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. Buyer shall have until February 27, 2009 (the “Title Review Period” ) within which to object in writing to Seller and Escrow Holder as to any matters affecting title shown on the Preliminary Report or that would be disclosed by an inspection of the Property (the “Objections” ), it being agreed that the Purchase Price is based upon free and clear title subject to the following (the “Permitted Title Exceptions” ):

               (i) All matters of record described in the Preliminary Report or any amendment or supplement thereto approved by Buyer in writing in Buyer’s sole discretion;

               (ii) All instruments that are required to be recorded in the official records of the County prior to the Grant Deed pursuant to this Agreement;

               (iii) The usual printed exclusions, exceptions, conditions and stipulations contained in an ALTA standard or extended owner’s policy of title insurance;

               (iv) Any matters that would be disclosed by a proper inspection or survey of the Property;

               (v) The lien of the Performance Trust Deed and the Replacement ROFR (as such terms are defined in Article XI below); and

               (vi) Such other matters resulting from Buyer’s actions.

          (b) Deemed Disapproval . Notwithstanding the foregoing, Buyer’s failure to provide any written Objections to the matters affecting title shown on the Preliminary Report prior to the expiration of the Title Review Period shall not be deemed Buyer’s approval of the matters described as title exceptions in the Preliminary Report, and only upon Buyer’s delivery of a written notice to Seller and to Escrow Holder expressly approving the Preliminary Report shall Buyer have been deemed to have approved the Preliminary Report.

          (c) Curing of Title Objections. If the Objections are made within the Title Review Period, Seller shall have two business (2) days after receipt of the Objections in which to cure or attempt to cure Objections by Buyer to matters reflected in the Preliminary Report; provided, however, that except as provided in Section 2.1(e) below, Seller shall have no obligation to cure the same or to expend funds in connection therewith. If Seller, despite such attempt, should be unable or advise Buyer in writing that it is unwilling to cure the Objections within such time period, Buyer, in its sole discretion, within two (2) business days after receipt of written notice from Seller (or the expiration of Seller’s five business day cure period), may elect to:

               (i) Waive in writing, without qualification, the curing of those Objections that Seller shall have been unable (or unwilling) to cure. Buyer’s failure to give such a written waiver in writing shall be deemed an election by Buyer to not waive such uncured Objections; or

               (ii) Terminate this Agreement by written notice to Seller and Escrow Holder.

If Buyer neither expressly waives the curing of Objections made, nor expressly provides written notice of Buyer’s decision to terminate this Agreement prior to the expiration of the Title Review Period, Buyer shall be deemed to have disapproved the Preliminary Report.

          (d) Amended Preliminary Report . In the event that after delivery of the Preliminary Report by Escrow Agent to Buyer, Escrow Agent issues an amended or supplemental Preliminary Report with respect to the Property, Escrow Agent shall promptly deliver to Buyer and Seller such amended or supplemental Preliminary Report, together with the best available copies of all instruments referred to therein and not previously furnished to Buyer. Buyer shall have two (2) business days from Buyer’s receipt of any amended or supplemental Preliminary Report (but in no event later than the scheduled Closing Date) in which to notify Seller, in writing, of any Objections Buyer may have to any item set forth in any amended or supplemental Preliminary Report, unless such item was previously approved or waived by Buyer or was created by Buyer. If Buyer does not notify Seller in writing of any Objections within the time specified above, Buyer shall be deemed to have disapproved all matters described as title exceptions in the amended or supplemental Preliminary Report. If the Objections pursuant to this subsection are made within the time specified, Seller shall have until the Close of Escrow (provided, however, that Seller shall have no obligation to cure the same or to expend funds in connection therewith, except as required under Section 2.1(e) below). If Seller, despite such attempt, should be unable (or advises Buyer in writing that it is unwilling) to cure the Objections

within such period of time, Buyer shall have two (2) business days after written notice thereof from Seller (but in no event later than the scheduled Closing Date) to waive in writing the curing of the Objections which Seller shall have been unable or unwilling to cure by written notice to Seller and Escrow Agent. Buyer’s failure to timely give such a written waiver shall be deemed an election by Buyer to terminate this Agreement. The Close of Escrow shall be extended as necessary, but not longer than five (5) business days, to permit the occurrence of the foregoing notices, responses and cure efforts.

          (e) Further Encumbrances. Notwithstanding anything to the contrary contained above, on or before the Closing Date, Seller shall remove any mortgage liens, deed of trust liens and security agreements constituting a lien or security interest against the Property as of the Opening of Escrow, if any. After the Opening of Escrow Seller shall not permit any voluntary liens to encumber the Property, or enter into any agreement or Preliminary Report, which would be binding upon the Property or the owner thereof following the Close of Escrow, and Buyer shall not be required to make an Objection to any such matters.

     Section 2.2 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.

     Section 2.3 Rights Upon Termination . If this Agreement is terminated pursuant to Section 2.1, 2.2, 3.3, 4.1 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 March 5, 2009 (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 2.3 above. 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 2.3 above.

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 14.4 below ( “Notices” ) on March 20, 2009. 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 below, the performance of which obligations shall be concurrent conditions. At the Closing, Escrow Holder shall record the Grant Deed. If the Closing Date does not occur within seven (7) days of the schedule Closing Date of March 20, 2009 due to any matter other than a default by Buyer under this Agreement, Buyer shall have the right by written notice to Seller and to Escrow Holder to terminate this Agreement and Buyer’s purchase of the Property.

     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) a duly executed counterpart of the Replacement ROFR (as defined in Section 11.2 below);

          (f) FIRPTA and CALFIRPTA certificates in the form attached hereto as Exhibits G-1 and G-2 duly executed by Seller;

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

          (h) an executed closing statement reasonably acceptable to Seller; 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; and

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

     Section 4.4 Credits and Pro-rations.

          (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) above, any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as of the Closing Date. Further, the parties acknowledge that Seller has paid the second installment of real property taxes for the 2008-2009 fiscal tax year for Tract No. 30266-02 and is entitled to a refund from the County of Riverside with respect to a portion thereof. Buyer agrees that the rights to such property tax refund are the sole and exclusive property of Seller and Buyer waives all rights thereto; further, if Buyer receives any refund from the County of Riverside applicable to the applicable to Tract No. 30266-02 relating to the second installment of 2008-2009 fiscal year real property taxes, Buyer shall immediately turn over such payments to Seller as the true owner thereof. The foregoing covenant of Buyer shall survive the Close of Escrow and recording of the Grant Deed.

          (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; and

               (iii) 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) the fees for recording the Deed; 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; and

          (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.

     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, as supplemented by that certain Letter Agreement dated December 31, 2008 (collectively, the “Reconveyance Agreement” ). Buyer acknowledges receipt of a copy of the Reconveyance Agreement. Among other items, Buyer acknowledges that the Reconveyance Agreement 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 Delaware, 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, and is not aware of any contemplated condemnation proceeding by any government agency.

          (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) No Conflict . 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; (B) constitute or result in a violation of any order, decree, or injunction with respect to which Seller 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 (other than the due-on-sale acceleration right of Pulte under the Performance Trust Deed, if not waived by Pulte on or before the Closing); and/or (D) violate any provision of any municipal, state or federal law, statutory or otherwise, to which Buyer is subject.

          (f) 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.

          (g) 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.

          (h) Knowledge . The term “Knowledge” as used in this Section 5.1 means the present actual knowledge of William A. Shopoff and Timothy McSunas with no duty to inquire or investigate. Mr. Shopoff and Mr. McSunas are referred to herein merely to define the Knowledge of Seller. Accordingly, Mr. Shopoff and Mr. McSunas 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 six (6) months. 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 known to Buyer 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 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.

          (g) Knowledge . The term “Knowledge” as used in this Section 5.3 means the present actual knowledge of Robert Love with no duty to inquire or investigate. Mr. Love is referred to herein merely to define the Knowledge of Buyer. Accordingly, Mr. Love shall incur no personal liability whatsoever in connection with the foregoing representations and warranties

or any other obligation of Buyer hereunder, and Seller shall not name such individual personally in any action or complaint brought in connection with this Agreement or the Property.

     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 six (6) months. No claim for a breach of any representation or warranty of Buyer 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 known to Seller prior to Closing, if Seller elects to consummate the transactions described herein with such knowledge.

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 EITHER (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 RECEIVE REIMBURSEMENT FOR THE ACTUAL THIRD PARTY OUT-OF-POCKET COSTS INCURRED BY BUYER IN CONNECTION WITH ITS DILIGENCE RELATING TO THE PROPERTY, OR (B) SEEK SPECFIC 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; PROVIDED THAT ANY ACTION BY BUYER FOR SPECIFIC PERFORMANCE MUST BE COMMENCED, IF AT ALL, WITHIN SIXTY (60) DAYS OF THE DATE BUYER BECOMES AWARE OF SELLER’S DEFAULT, THE FAILURE OF WHICH SHALL CONSTITUTE A WAIVER BY BUYER OF SUCH RIGHT AND REMEDY. IF BUYER SHALL NOT HAVE COMMENCED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD BUYER’S SOLE REMEDY FOR SUCH DEFAULT SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. 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, or (b) 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 below. 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 2.3 above shall

apply; provided, however, if Buyer fails to provide any notice within said five (5) day notice, such failure shall be deemed Buyer’s election to terminate this Agreement. 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 Section 8.1 and Section 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, if the Closing occurs, (i) pursuant to separate agreement, Seller shall be responsible for the payment of a real estate brokerage commission through Escrow to The Jager Company (Bill Jager) ( “Seller’s Broker” ), Seller’s Broker having represented itself to Seller as a California licensed real estate broker, and (i) Buyer shall pay a real estate brokerage commission to CastleLyons Corporation ( “Buyer’s Broker” ), Buyer’s Broker having represented itself to Buyer as a licensed California real estate broker. Seller shall not be responsible for the payment of the real estate brokerage commission to Buyer’s Broker, and Buyer shall not be responsible for the payment of a real estate brokerage to Seller’s Broker, and each of Buyer and Seller 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. Further, if any person other than Seller’s Broker or Buyer’s 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 .

          (a) 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 activities on the Property during Buyer’s ownership of the Property.

          (b) Seller hereby indemnifies and agrees to defend and hold harmless (a) Buyer, (b) the affiliates of Buyer, and (c) all the officers, directors, agents, shareholders, consultants, and employees of Buyer and its affiliates, and all their successors and assigns (collectively, the “Buyer 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 Seller’s activities on the Property during Seller’s ownership of 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. FURTHERMORE, BUYER ACKNOWLEDGES THAT SELLER PURCHASED THE PROPERTY ON DECEMBER 31, 2008 AND LACKS COMPREHENSIVE KNOWLEDGE OF THE PROPERTY AND ITS CONDITION.

          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 EXPRE