SETTLEMENT AGREEMENT

Exhibit 10.4

SETTLEMENT AGREEMENT

     THIS SETTLEMENT AGREEMENT (the “ Agreement ”) is made and dated as of September 3, 2009, by and between Springbrook Investments, L.P., a California limited partnership (“ Borrower ”), and SPT Real Estate Finance, LLC, a Delaware limited liability company (“ Lender ”).

RECITALS

     A. Borrower is the maker of that certain promissory note dated March 29, 2006 in the original principal amount of $1,072,000 (the “ Note ”) payable to Vineyard Bank, N.A., a national banking association (“ Original Lender ”). The Note is secured by a deed of trust recorded on March 31, 2006 in the Official Records of the Recorder of Riverside County, California (“ Official Records ”) as document no. 2006-0229401, as modified by that certain Modification of Deed of Trust recorded in the Official Records on December 31, 2007 as document no. 2007-0772611 (collectively, the “ Deed of Trust ”) encumbering certain real property more particularly described on Exhibit A hereto (the “ Property ”).

     B. Lender is the successor-in-interest to Original Lender’s rights under the Note and the Deed of Trust, as evidenced by that certain Memorandum of Assignment of Note, Deed of Trust and Loan Documents recorded on August 26, 2009 in the Official Records as document no. 444428 by and between Aware Development Company, Inc., a California corporation (“ Aware ”), and Lender. Aware succeeded to Original Lender’s rights under the Note and Deed of Trust as evidenced by that certain Assignment of Construction Deed of Trust and Fixture Filing recorded on April 8, 2009, in the Official Records as document no. 2009-170508.

     C. The Note is in default and all obligations of Borrower thereunder have been declared due and payable in full. Borrower has agreed that it is in its best interests for Borrower to execute and deliver to Lender a grant deed to the Property in consideration for the discharge by Lender of all obligations of Borrower to Lender under the Note and Deed of Trust (collectively, the “ Loan Documents ”) and the release by Lender of claims under the Loan Documents against Borrower and its general and/or limited partners, all on the terms and subject to the conditions set forth more particularly in this Agreement.

     NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

     1.  Delivery of Closing Documents . On or before the Effective Date (as that term is defined in Paragraph 10 below), Borrower shall execute and deliver or cause to be executed and delivered to Lender each of the following (the “ Closing Documents ”):

          (a) A grant deed in the form of Exhibit B attached hereto (the “ Grant Deed ”);

          (b) A release in the form of Exhibit C attached hereto;

          (c) An affidavit of Borrower in the form of Exhibit D attached hereto;

          (d) A partnership authorization from Borrower in the form of Exhibit E attached hereto;

          (e) A FIRPTA certificate in the form of Exhibit F attached hereto, and

          (f) A Form 593 in the form of Exhibit G attached hereto.

     2.  Delivery of Release by Lender . Upon the Effective Date, Lender shall deliver to Borrower a release in the form of Exhibit H attached hereto, duly executed by Lender.

     3.  Delivery of Property Documents . On or before the Effective Date, Borrower shall deliver to Lender originals of any and all assignable “Entitlements” (as defined in Paragraph 5 below) which are in Borrower’s possession or control.

     4.  Delivery of Miscellaneous Items . Borrower has heretofore made or shall hereafter make available to Lender, to the extent in Borrower’s possession or under its control and reasonably needed for Lender’s continued ownership and/or development of the Property, each of the items described on Exhibit I attached hereto. Lender shall have access to all such items and may take possession of such items at any time on or after the Effective Date, and to the extent Lender does not take possession of any such items on the Effective Date, Borrower shall reasonably cooperate with Lender to make such items available to Lender thereafter.

     5.  Representations and Warranties of Borrower . Borrower hereby represents and warrants to Lender that, to the best of Borrower’s current actual knowledge, without any independent inquiry or investigation, at the date of execution hereof and at and as of the Effective Date:

          (a) Organization . Borrower is a limited partnership duly organized and validly existing under the laws of the State of California.

          (b) Authorization . The execution, delivery and performance by Borrower of this Agreement and the Closing Documents to which it is a party have been duly authorized by all necessary partnership action and do not require the consent or approval of any person or entity and will not contravene any law, regulation or contractual restriction applicable to or binding upon Borrower or the Property.

          (c) Entitlements . Borrower has previously or concurrently herewith delivered to Lender copies of all licenses, approvals, zoning, registrations, permits and other authorizations necessary to the development of the Property (the “ Entitlements ”) which are in Borrower’s possession or control.

          (d) No Litigation . Except as set forth on Exhibit J attached hereto, there is no litigation pending against Borrower or the Property, and Borrower has received no notice of any litigation threatened against Borrower or the Property.

          (e) “Foreign Person.” Borrower is not a “foreign person” within the meaning of Section 1445(d)(3) of the Internal Revenue Code.

          (f) No Mechanics Liens. Borrower has not received actual notice of any claims or liens for labor done or materials or services furnished at or to the Property.

     6.  Assumed Obligations . Lender hereby agrees to assume, from and after the Effective Date, any liability or obligations arising from any matters of record affecting the Property accruing from and after the Effective Date (collectively, the “ Assumed Obligations ”).

     7.  Disclaimer of Liability to Third Parties . Lender acknowledges that Lender is acquiring the Property subject only to the Assumed Obligations, and then only to the extent Lender would be subject to such obligations in the event Lender acquired the Property through judicial or non-judicial foreclosure proceedings. Lender hereby expressly declines to assume and disclaims any other obligations or liabilities of Borrower or the Property to third parties (including, without limitation, employees or past employees of Borrower) under applicable laws or under any contracts or agreements, except for the Assumed Obligations. Borrower covenants and agrees for the benefit of Lender to satisfy and discharge any and all obligations of Borrower other than the Assumed Obligations and to indemnify, defend and hold Lender harmless with respect to the same at all times from and after the Effective Date.

     8.  Cooperation; Other Matters . Prior to, at and at all times following the Effective Date, Borrower agrees to reasonably cooperate with Lender and in furtherance of the foregoing agrees to execute and deliver (or cause to be executed and delivered) to Lender and to do (or cause to be done) such other acts and things as may reasonably be deemed necessary or desirable by Lender and as are reasonably consistent with this Agreement to reasonably assure to Lender the benefit of this Agreement and the Closing Documents; provided, however, that any reasonable out-of-pocket costs incurred by Borrower in connection therewith shall be reimbursed by Lender. Following the execution of this Agreement and prior to the Effective Date, Borrower will not enter into any leases or contracts that would be binding on the Property and/or Lender without Lender’s prior written consent, which may be withheld in Lender’s sole and absolute discretion.

     9.  Tax Protest . Prior to the date hereof, Borrower initiated a real property tax appeal (the “ Appeal ”) with the County of Riverside Assessor’s Office with respect to property taxes for the Property for taxable year(s) ending prior to the Effective Date and/or for the 2009-2010 tax year. Borrower hereby assigns, without recourse or warranty, all of Borrower’s right, title and interest in and to any and all property tax refunds (collectively, the “ Refunds ”) to Lender, and Borrower covenants and agrees that upon receipt of any Refund, whether before or after the Effective Date, Borrower shall deliver to Lender any sums so received from the County, which

assignment and agreement are expressly subject to and conditioned upon the closing of Borrower’s transfer of the Property to Lender.

     10.  Effective Date . For purposes of this Agreement, the term “ Effective Date ” shall mean the date as of which all of the following shall have occurred:

          (a) There have been delivered to the Lender duly executed and acknowledged as required, each of the following:

               (1) This Agreement;

               (2) The Closing Documents and all deliveries in connection therewith;

               (3) Evidence reasonably satisfactory to Lender that upon recordation of the Grant Deed Lender’s title to the Property will be insured by a policy of title insurance issued by Commerce Title, which policy of title insurance will be in full force and effect, will be subject only to reasonable exceptions approved by Lender and will be issued in accordance with and subject to the requirements of the recording instructions in the form of Exhibit K attached hereto; and

          (b) The Grant Deed has been duly recorded consistent with the recording instructions in the form of Exhibit K attached hereto.

If the Effective Date shall not have occurred on or before September 4, 2009 then this Agreement shall, at the option of Lender (as evidenced by written notice to such effect delivered by Lender to Borrower), terminate, the agreements of Lender contained herein shall be null and void, and Lender may proceed to exercise any and all rights, powers and remedies it has under the Loan Documents.

     11.  Headings . Paragraph headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

     12.  Entire Agreement; Counterparts . This Agreement, the Exhibits attached hereto and the documents referred to herein or executed concurrently herewith in connection herewith, constitute the entire agreement between the parties with respect to the subject matter hereof, and there are no prior agreements, understandings, restrictions, warranties or representations among the parties with regard thereto. This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one and the same document.

     13.  Time of the Essence . Time is of the essence with respect to all of the terms, conditions and obligations set forth herein.

     14.  Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California.

     15.  Amendment and Waiver . Neither this Agreement, the Closing Documents or any of the provisions hereof or thereof may be modified, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of the modification, waiver, discharge or termination is sought.

     16.  Attorneys’ Fees . Each of the parties hereto agrees to pay all fees and expenses, including, without limitation, reasonable attorneys’ fees, incurred by it in connection with the preparation and negotiation of this Agreement and the other Closing Documents and the closing of the transactions contemplated hereby. In any action brought by either party to enforce any of such party’s rights or remedies under this Agreement or under the Closing Documents, the prevailing party shall be entitled to all reasonable attorneys’ fees and all costs, expenses and disbursements in connection with such action. The obligations of the parties hereunder shall survive the closing of the transactions contemplated hereby or, if the Effective Date does not occur as contemplated by Paragraph 10 above, the termination of this Agreement.

     17.  Survival . All of the covenants and agreements of the parties hereunder shall survive the Effective Date, the recordation of the Grant Deed and the consummation of the transactions contemplated hereby.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

SCHEDULE OF EXHIBITS

Exhibit A

Legal Description of Property

Real property in the unincorporated area of the County of Riverside, State of California, described as follows:

LOTS 3 AND 4 IN BLOCK 11 OF NORTH ELSINORE TRACT, AS SHOWN BY MAP ON FILE IN BOOK 5 PAGE 105 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;

EXCEPTING THEREFROM THAT PORTION OF LOTS 3 AND 4 DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THIRD STREET AND CAMBERN AVENUE, AS SHOWN ON SAID MAP OF THE NORTH ELSINORE TRACT;

THENCE SOUTH 43 DEGREES 11' WEST, 158.4 FEET TO THE POINT OF BEGINNING;
THENCE SOUTH 46 DEGREES 49' EAST 825 FEET;
THENCE SOUTH 43 DEGREES 11' WEST, 158.4 FEET;
THENCE NORTH 46 DEGREES 49' WEST, 825 FEET;
THENCE NORTH 43 DEGREES 11' EAST 158.4 FEET TO THE POINT OF BEGINNING;

ALSO EXCEPTING THEREFROM THAT PORTION OF LOTS 3 AND 4 DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THIRD STREET AND CAMBERN AVENUE, AS SHOWN ON SAID MAP OF THE NORTH ELSINORE TRACT; SAID POINT BEING THE POINT OF BEGINNING;
THENCE SOUTH 43 DEGREES 11' WEST, 158.5 FEET;
THENCE SOUTH 46 DEGREES 49' EAST 825 FEET;
THENCE NORTH 43 DEGREES 11' EAST, 158.4 FEET;
THENCE NORTH 46 DEGREES 49' WEST 825 FEET TO THE POINT OF BEGINNING;

EXCEPTING THEREFROM ANY PORTIONS OF THE ABOVE DESCRIBED LEGALS LYING WITHIN THIRD STREET AND CAMBERN AVENUE.
APN: 377-090-008-0

Exhibit A, p.1 of 1

Exhibit B

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Croudace & Dietrich LLP
4750 Von Karman
Newport Beach, California 92660
Attention: Debra M. Dietrich, Esq.

MAIL TAX STATEMENTS TO:
SPT Real Estate Finance, LLC
8951 Research Dr.
Irvine, CA 92618

Documentary Transfer Tax of $0, based on full value of property conveyed less value of liens and encumbrances remaining at time of sale (value of property conveyed does not exceed liens and encumbrances)

GRANT DEED

     FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Springbrook Investments, L.P., a California limited partnership (“ Grantor ”) hereby grants to SPT Real Estate Finance, LLC, a Delaware limited liability company (“ Grantee ”), the real property located in the unincorporated area of the County of Riverside, State of California, described on Exhibit A attached hereto and made a part hereof, together with all licenses, approvals, zoning, registrations, permits and other authorizations pertaining to the use and/or development thereof.

     This deed is an absolute conveyance, Grantor having sold said land to Grantee for a fair and adequate consideration, in addition to that above recited, being (i) the acceptance by Grantee hereof in full satisfaction and discharge of Grantor’s obligations evidenced by a promissory note (“Note”) in the original principal amount of $1,072,000.00 and dated as of March 29, 2006, secured by a deed of trust (“Deed of Trust”) executed by Grantor for the benefit of Vineyard Bank, N.A. and recorded March 31, 2006 as Instrument No. 2006-0229401 in the Official Records of Riverside County, California, as modified, amended and/or assigned, and (ii) the release by Grantee of claims against Grantor and its general and limited partners with respect to the loan evidenced by the Note, as set forth in a separate Release of even date herewith by Grantee for the benefit of Grantor. Grantor declares that this conveyance is freely and fairly made, and that there are no agreements, oral or written, other than this deed between Grantor and Grantee with respect to said land which affects the absolute nature of the conveyance hereby made.

     Said property is conveyed to Grantee subject to all liens, encumbrances, easements, covenants, conditions and restrictions of record.

Exhibit B, p.1 of 3

     Executed as of this 3rd day of September, 2009.

Exhibit B, p.2 of 3

State of California        )
County of                      )

On                                          before me,                      , Notary Public, personally appeared                      , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature                                                              (Seal)

Exhibit B, p.3 of 3

Exhibit C

GENERAL RELEASE

          FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, each of the undersigned, Springbrook Investments, L.P., a California limited partnership, and its successors and assigns (collectively, “ Releasor ”) does hereby forever release, discharge and acquit SPT Real Estate Finance, LLC, a Delaware limited liability company (“ Lender ”), its officers, directors, members,