THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT

Exhibit 10.4

THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of the 11th day of October, 2007, by and between CABANA BEACH OF SAN MARCOS, L.P., a Delaware limited partnership, and CABANA SOUTH BEACH APARTMENTS LP, a Delaware limited partnership (collectively, “Seller”), and EXCELSIOR LASALLE PROPERTY FUND, INC., a Maryland corporation (“Purchaser”).

R E C I T A L S

WHEREAS, Seller and Purchaser entered into that certain Real Estate Purchase and Sale Agreement with an effective date of September 13, 2007, as amended by that certain First Amendment to Real Estate Purchase and Sale Agreement dated as of October 1, 2007, and by that certain Second Amendment to Real Estate Purchase and Sale Agreement dated as of October 9, 2007 (the “Second Amendment”) (collectively, the “Purchase Agreement”), whereby Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller that certain real property commonly known as Cabana Beach Apartments and located at 0000 Xxxxxx Xxxxx, Xxx Xxxxxx, Xxxxx, and Cabana Beach Apartments (the “San Marcos Property”) and located at 0000 XX 00xx Xxxxxxx. Xxxxxxxxxxx, Xxxxxxx (the “Gainesville Property” and together with the San Marcos Property, the “Property”), as more particularly described in the Purchase Agreement; and

WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as provided herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, Seller and Purchaser agree as follows:

1. The above recitals are incorporated herein by reference and made a part hereof.

2. All initially capitalized terms that are not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Purchase Agreement.

3. Exhibits D, E, H, I (Gainesville Property only), J, K and L of the Purchase Agreement are deleted in their entirety and Exhibits D, E, H, I, J, K and L attached hereto, respectively, are inserted in their place.

4. The following shall be inserted at the end of Section 2.3 of the Purchase Agreement: “Notwithstanding the foregoing, Purchaser shall have the option to extend the Closing Date to a date not later than November 21, 2007, provided that Purchaser delivers to Seller written notice thereof not later than two (2) Business Days prior to the then scheduled Closing Date and deposits into escrow with the Title Company by wire transfer of immediately available federal funds the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) as additional Deposit.”

5. The date “October 11, 2007” in Section 5.2 of the Purchase Agreement (as amended by the Second Amendment) is hereby deleted and the date “October 12, 2007” is inserted in its place.

6. Except as amended above, the Purchase Agreement remains unmodified and in full force and effect in accordance with its terms and provisions.

7. This Amendment may be executed in multiple facsimile counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.

[The balance of this page has intentionally been left blank. Signature page follows.]

IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment on the date set forth above.

SELLER
CABANA BEACH OF SAN MARCOS, L.P., a Delaware limited partnership
By:		Cabana Beach of San Marcos GP, Inc., a Florida corporation, its general partner
		By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		President, Fort Group
CABANA SOUTH BEACH APARTMENTS LP, a Delaware limited partnership
By:		Cabana SB of Gainesville, Inc., a Florida corporation, its general partner
		By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		President, Fort Group
PURCHASER
EXCELSIOR LASALLE PROPERTY FUND, INC., a Maryland corporation
By:		LaSalle Investment Management, Inc., a Maryland corporation, its Advisor
		By:		/s/ Xxxxxxxxx X. Xxxxx
		Name:		Xxxxxxxxx X. Xxxxx
		Title:		Senior Vice President

EXHIBIT D

EXCEPTIONS TO SELLER REPRESENTATIONS

San Marcos

1. Xxxxxxxxx Fire Systems, LP

2. U.S. Postal Solutions

3. Time Warner Cable

4. Worldwide Pest Control

5. Study Breaks Magazine

6. Scene Magazine

7. College Rental Blue Book a/k/a What’s Happening Publications

8. Apartment Finder Blue Book

9. Campus Guide and Off Campus Living

10. Apartment Experts

11. Xxxxxx Industries

12. Benchmark Landscapes

13. Bugmaster

14. Waste Management

15. What’s Happening Magazine

San Marcos

EXHIBIT D

EXCEPTIONS TO SELLER REPRESENTATIONS (Gainesville)

1. Gainesville Apartment and Condo Guide

2. Insite Magazine a/k/a Welcome Gainesville Florida

3. Campus Talk

4. AHRE Investors Two, Inc. d/b/a Apartment Hunters

5. Apartment Finders

6. B&B Office Systems

7. Waynes Automatic Fire

8. B&B Exterminating Co.

9. Absolute Value Lawn Care, Inc.

10. CoxCom, Inc.

11. GRUcom

12. Gator Pool Services, Inc.

13. Elite Towing

14. Waste Pro of Florida

15. Crime Prevention Security Systems

16. Xxxxxxx X. X’Xxxxx of Florida, Inc.

17. Xxxxxx Services, Inc.

18. What’s Happening Publications a/k/a College Rentals

Gainesville

Exhibit E

DEEDS

See Attached

Document prepare by/Return to:

E. Xxxxxx XxXxx, Esq.

Xxxxx, X’Xxxxxx, Xxxxxxxx & Xxxxxx, P.A.

000 Xxxxx Xxxxxx Xxxxxx

Xxxxx, XX 00000-0000

Parcel ID No.

TX Deed-Special Warranty (Cash) 0

XXX XXXXX XX XXXXX		)
		) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF		)

THAT THE UNDERSIGNED, Cabana Beach of San Marcos, L.P., hereinafter referred to as “Grantor”, whether one or more, for in consideration of the sum of TEN DOLLARS ($10.00) cash, and other good and valuable consideration in hand paid by the Grantee herein named, the receipt and sufficiency of which is hereby fully acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto                     , herein referred to as “Grantee”, whether one or more, the real property described as follows:

Xxx 0X, Xxxxxxx Xxx, XxXxxxxx Xxxxx Subdivision, a subdivision in Xxxx County,

Texas, according to the map or lat thereof, recorded in Volume 2, Page 330,

Plat Records of Xxxxx County, Texas.

This conveyance, however, is made and accepted subject to any and all validly existing encumbrances, conditions and restrictions, relating to the hereinabove described property as now reflected by the records of the County Clerk of Xxxx County, Texas.

TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, Grantee’s heirs, executors, administrators, successors and/or assigns forever; and Grantor does hereby bind Grantor, Grantor’s heirs, executors, administrators, successors and/or assigns to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, Grantee’s heirs, executors, administrators, successors and/or assigns, against every person whomsoever claming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise.

Current ad valorem taxes on said property having been prorated, the payment thereof is assumed by Grantee.

EXECUTED on                     , 2007.
						CABANA BEACH OF SAN MARCOS, L.P.,
Witnesses:						a Texas limited partnership
						By: Cabana Beach of San Marcos, GP, its General Partner
						0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx
						Xx. Xxxxxxxxx, XX 00000-0000
Print Name:						By:
								Xxxxx X. Fort, its President
Print Name:
Grantee’s Address:
THE STATE OF TEXAS)
COUNTY OF)

The foregoing instrument was acknowledged before me on                     , 2007 by Xxxxx X. Fort as President of Cabana Beach of San Marcos GP, the General Partner of Cabana Beach of San Marcos, L.P., on behalf of the limited partnership.

Notary Public, State of Texas

Print Name :

My Commission Expires:

PREPARED BY AND RETURN TO:

E. Xxxxxx XxXxx, Esq.

Xxxxx, X’Xxxxxx, Xxxxxxxx & Xxxxxx, P.A.

000 Xxxxx Xxxxxx Xxxxxx

Xxxxx, XX 00000-0000

Parcel ID No. 00000-000-000

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED made effective on                     , 2007 by CABANA SOUTH BEACH APARTMENTS LP, a Delaware limited partnership, whose address is 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xx. Xxxxxxxxx, XX 00000-0000 (the “Grantor”) to                     , a Maryland limited liability company, whose address is                                           (the “Grantee”):

(Whenever used herein the terms “Grantor” and “Grantee” include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations.)

WITNESSETH: That the Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, all that certain land situate in Alachua County, Florida, together with all improvements located thereon (the “Land”), described on Exhibit “A” annexed hereto and incorporated herein by reference.

TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.

TO HAVE AND TO HOLD, THE SAME IN FEE SIMPLE FOREVER.

AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of the Land in fee simple; that the Grantor has good right and lawful authority to sell and convey the Land, and hereby warrants the title to the Land and will defend the same against the lawful claims of all persons claiming by, through or under the said Grantor, subject to the following permitted exceptions:

1. Taxes and assessments for the year 2007 and subsequent years, which are not yet due and payable;

2. Easement to Florida Power Corporation, as recorded in Official Records Book 139, Page 49, of the Public Records of Alachua County, Florida.

3. The City of Gainesville as recorded in Official Records Book 3246, Page 834, of the Public Records of Alachua County, Florida.

4. Bellsouth Telecommunication, Inc. as recorded in Official Records Book 3298, Page 270, of the Public Records of Alachua County, Florida.

5. Grant of Easement and Memorandum of Agreement as recorded in Official Records Book 3581, Page 532, of the Public Records of Alachua County, Florida.

6. Rights of tenants, as tenants only, under unrecorded leases, as set forth on the rent roll attached hereto as Exhibit “A”, with no options or rights to purchase any portion of the property.

IN WITNESS WHEREOF, the said Grantor has caused this Special Warranty Deed to be executed by its duly authorized officer the day and year first above written.

Witnesses						CABANA SOUTH BEACH APARTMENTS LP,
						a Florida limited partnership
						By Cabana SB of Gainesville, Inc., General Partner
						0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx
						Xx. Xxxxxxxxx, XX 00000-0000
Print Name:
						By:
								Xxxxx X. Fort, President
Print Name:								of Cabana SB of Gainesville, Inc.

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me on                     , 2007, by Xxxxx X. Fort, as President of Cabana SB of Gainesville, Inc., the General Partner of Cabana South Beach Apartments LP, on behalf of the limited partnership.

SEAL

Print Name:

Personally Known             

OR Produced Identification             

Type of Identification Produced                         

EXHIBIT H

San Marcos

SERVICE		VENDOR		ADDRESS
Advertising		Study Breaks Magazine		0000 Xxxxxxxx Xxxxx 000 Xxxxxx, XX 00000
Advertising		Scene Magazine		000X Xxxxxxxxxx Xx. Xxx Xxxxxx, XX 00000
Advertising		Apartment Finder Blue Book		000 X. Xxxxxxx Xx. Xxx Xxxxxx, XX 00000
Advertising		College Rentals Blue Book a/k/a What’s Happening Publications		X.X. Xxx 000000 Xxxxxxxxxxx, XX 00000
Advertising		Campus Guide		0000 XX 00 Xxx Xxxxxx, XX 00000
Advertising		Campus Publishers of the South		X.X. Xxx 000000 Xxxxxx, XX 00000
Alarm-Burglar and Fire Sprinkler Monitoring		Xxxxxxxxx fire systems		0000 Xxxxxxxxx Xxxxxxxxxx Xx. Xxxxxxxxxxxx, XX 00000
Apartment Locator		Apartment experts		0000 Xxxxxx Xxxxxx Xxxx. Xxxxx 000 Xxxxxx, XX 00000
Cable and Internet		Time Warner Cable		00000 Xxxxx XxXxx Xxxxxxxxxx Xxxxxx, XX 00000
Copier Rental/Maint.		Xxxxxx Industries		X.X. Xxx 000 Xxx Xxxxxxx, XX 00000
Lawn services		Benchmark Landscapes, LLC		000 Xxxxx XX 000 Xxxxxx, XX 00000
Mail Distribution		US Postal Solutions, Inc.		0000 XX 00 Xxx Xxxxxxxxxxx, XX 00000
Pest Control		World Wide Pest Control		0000 XX 00 Xxxx Xxx Xxxxxxx, XX 00000
Termite Bonds		Bugmaster-Xxxxx Xxxxx		0000 Xxxxx XX 00 Xxxxxx, XX 00000
Trash Removal		Waste Management		0000 XX Xxxx 000 Xxx Xxxxxxx, XX 00000
Vending Machines		Xxxxx Vending		0000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxxx, XX 00000

EXHIBIT H

Gainesville

SERVICE		VENDOR		ADDRESS
Advertising		Gainesville Apt & Condo Guide		X.X. Xxx 000000 Xxxxxxxxxxx, Xxxxxxx 00000
Advertising		Insite Magazine d/b/a Welcome Gainesville, Florida		X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxx 00000
Advertising		What’s Happening Publications a/k/a College Rentals		X.X. Xxx 000000 Xxxxxxxxxxx, Xxxxxxx 00000
Advertising		Apartment Finder		00000 Xxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxxxxx, XX 00000
Advertising		Campus Talk		X.X.Xxx 000000 Xxxxxxxxxxx, XX 00000
Advertising		The Independent Florida Alligator		Unknown
Alarm-Burglar and Fire		Crime Prevention Security Systems, Inc.		0000XX 00xx Xx. Xxxxxxxxxxx, XX 00000
Security and Fire Monitoring		Universal Security Monitoring, Inc.		Unknown
Answering Service		Xxxxxxxxxxx & Associates		0000 Xxxxxxxx Xx. Xxxx Xxxxx, Xx 00000-0000
Apartment Locator		AHRE Investors Two, Inc. d/b/a Apartment Hunters		0000 X. Xxxx Xxxxx Xxxxx, XX 00000
Cable		Xxx Communications		0000 XX 00xx Xx. Xxxxxxxxxxx XX 00000
Copier Rental/Maintenance		B & B Office Systems		0000 XX 00xx Xxxxxx Xxxxxxxxxxx XX 00000
Internet Services		GRUCom		Gainesville Regional Utilities 000 XX 0xx Xxx Xxxxxxx X-000 Xxxxxxxxxxx Xx,00000

Lawn Services		Absolute Value Lawn Care Inc.		0000 XX 00xx Xxxx. Xxxxxxxxxxx Xx, 00000
Maintenance		Xxxxxxx X. X’Xxxxx of Florida, Inc.		0000 XX 00XX Xx. Xxxxxxxxxxx, XX 00000
Pest Control		Xxxxxx Services Inc.		0000 XX 00xx Xxxx. Xxxxx X-00 Xxxxxxxxxxx, XX 00000
Pool Maintenance		Gator pool Service		XX Xxx 0000 Xxxxxxxxxxx XX 00000
Sprinkler System		Waynes Automatic Fire		00000 Xxxxxxxxxxxx Xxx. Xxxx Xxxxxxxxxxxx, XX 00000
Termite Bonds		B & B Exterminating Co.		000 Xxxxxxx Xx. Xxxxxxxxxxxx, XX 00000
Towing Service		Elite Towing		000 X XX 0xx Xxxxxx Xxxxxxxxxxx, XX
Trash Removal		WastePro of Florida, Inc.		0000 X XX 000 Xxxxx 000 Xxxxxxxx, XX 00000
Courier Services		Gizmo’s Mail Service		00000 XX 000xx Xxxxxx, Xxxxxxx, XX 00000

EXHIBIT I

LIST OF PERSONAL PROPERTY

See Attached

Gainesville Personal Property Listing

Description		# of items/sets		Memo
Four Bedroom Buildings (Phase I & II)
Couch		240
Arm chairs		336
Coffee table		240
Dining table/2 chairs		240
Patio table/4 chairs		240
Entertainment stand		240
Television		240
Mounting brackets		96
Refrigerator		240
Dishwasher		240
Microwave		240
Washer/Dryer set		240
Bed		960		Includes frame, headboard, & matress/box spring set
Nightstand		960
Desk w/built-in		960
Desk chair		960
Two Bedroom Buildings (Phase I & II)
Couch		264
Arm chairs		156
Coffee table		264
Dining table/2 chairs		264
Patio table/4 chairs		264
Entertainment stand		264
Television		264
Mounting brackets		156
Refrigerator		264
Dishwasher		264
Microwave		264
Washer/Dryer set		264
Bed		528		Includes frame, headboard, & matress/box spring set
Nightstand		528
Desk w/built-in		528
Desk chair		528

Cabana Gainesville

Phase II

Personal Property

August 12, 2007

Description		Cost Per Unit			Number Unit		Total Cost
2 Bedrooms / 2 Baths:
Head board and mattress		$	499.43		312		$	155,822
Study chair and desk		$	276.34		312		$	86,218
TV wall shelf		$	188.13		312		$	58,697
Night tables		$	143.86		312		$	44,884
Sofas and ottomans		$	920.87		156		$	143,656
TV Shelfs		$	253.25		156		$	39,507
Dining table and 2 chairs		$	440.68		156		$	68,746
Patio table and 4 chairs		$	90.00		156		$	14,040
Refrigerator and range		$	700.00		156		$	109,200
Dishwasher/disposal/microwave		$	322.37		156		$	50,290
Washer and dryer		$	580.00		156		$	90,480
4 Bedrooms / 4 Baths:
Head board and mattress		$	499.43		384		$	191,781
Study chair and desk		$	276.34		384		$	106,115
TV wall shelf		$	188.13		384		$	72,242
Night tables		$	143.86		384		$	55,242
Sofas and ottomans		$	920.87		96		$	88,404
TV Shelfs		$	253.25		96		$	24,312
Dining table and 2 chairs		$	440.68		96		$	42,305
Patio table and 4 chairs		$	90.00		96		$	8,640
Refrigerator and range		$	700.00		96		$	67,200
Dishwasher/disposal/microwave		$	322.37		96		$	30,948
Washer and dryer		$	580.00		96		$	55,680
42 inch Plasma HDTV Flatscreen		$	1,329.82		255		$	339,104
Universal articulating wall bracket		$	299.00		134		$	40,066
Smart mount tilt wallmount		$	99.00		121		$	11,979
Total							$	1,995,557

EXHIBIT J

WARRANTIES (San Marcos)

PRODUCT OR SYSTEM		MANUFACTURER OR SUBCONTRACTOR
Gate		Auto Gate
Interior and Exterior Painting		Xxxxxxx Painting Associates, Inc.
Roofing Installation		Xxxxxxxx Roofing
Roof-Shingle		GAF Materials Corporation
Concrete Foundation		C&C Concrete, Inc.
Installation of Basketball goals, fending for basketball and acrylic surfacing of basketball court		Coastal Plains Sales & Service
Painting of parking lots and installation of parking signs		Xxxxx Pavement Markings
Sitework and Utilities		Linco Construction Co.
Gutters and Downspouts		Nationwide Gutter, Inc.
Plumbing		Xxxxxxxx Plumbing, Inc.
Installation of doors, millwork and hardware		UBI Products
Electrical		XX XxxXxxx Electric, Inc.
Windows		HR Windows
Carpet Adhesive		X.X. Xxxxx Company
Tile & Tile Adhesive		Xxxxxxxxx
Window Shades		Nysan Shading Systems
Tilt Mirrors		Bobrick
Shelving		LeeRowan
Sliding Doors		DSH
Pool		Fun N Sun Pools of Austin, Inc.
Electrical for Pool		Allied Innovations LLC
Pool Cartridge Filder		Pentair Pool Products
Pool Pump		Pentair Pool Products
Pool Heater		Raypak
Pool Lighting		Pentair Pool Products
Appliances (Stove, washer, dryer, refrigerator, range hood, microwave, garbage disposal)		WhirlPool
Security System		NAPCO Security Systems, Inc.
Ceiling Fans		Westinghouse
HVAC-air handler		Xxxxxxx Manufacturing Company, L.P.
Air Conditioner		Xxxxxxx Manufacturing Company, L.P.
Urinal Flushometers		Xxxxx Valve Company
Two Station Wall Mount Water Coolers		Elkay
Water Heaters		X.X. Xxxxx Water Heaters
Floor Drain Trap Primer		Precision Plumbing Products, Inc.

Pressure Balancing Cycling in-wall Valve, Trim for Pressure Balancing Cycling in-wall Valve, Shower Handle		Cleveland Faucet
One Handle Kitchen Faucet, Two Handle Lavatory Faucet		Cleveland Faucet
Toilets		ProFlo by Ferguson Enterprises, Inc.
Roofing		GAF Materials Corporation
Doors		Masonite-Premdor
Showers		Aquarius Bathware
Manifold		Central Sprinkler Company
Fire Alarm System		Silent Knight

NOTE-Seller makes no representations or warranties as to whether the Warranties listed herein remain in effect.

EXHIBIT J

WARRANTIES (Gainesville-Phase I)

PRODUCT OR SYSTEM		MANUFACTURER OR SUBCONTRACTOR
Swimming Pool		Xxxxxx Pools & Spas
Roof		CertainTeed
HVAC -installation		Builder’s Air of North Fla.
Underground Pipe Placement/Directional Drilling		Future Works Communications
Roofing		IGC Roofing
Elevated Waterproofing		Xxxxxx Concrete Inc.
Post-Tension Concrete Slabs		Xxxxxxxxx Concrete & Supply, Inc.
Paint		M.A. Xxxxxx & Sons, Inc.
Plumbing		Xxxxxx Plumbing Co.
Insulation		SSD Insulation, Inc.
Drywall		Xxxxxxx Xxxxx Drywall, Inc.
Painting		Xxxxxxx Xxxxx Drywall, Inc.
Fire Sprinklers		Xxxxx Automatic Fire Sprinklers
Appliances (Dishwasher, stove, washer, dryer, microwave, range hood, refrigerator)		Whirlpool
Wire Shelving		Xxx/Xxxxx Company
Plumbing Fixtures		ProFlo
Doors		Premdor
Sliding, Bifold and Pivot Clubhouse Doors		DSH Doors
Door Closers		Taymor
Loadcenter and Branch Circuit Breakers		Xxxxxx-Xxxxxx
Smoke Detectors		USI Electric, Inc.
Chime Systems		USI Electric, Inc.
Rare Earth Magnets		Xxxxxx Risk Industries, Inc.
Low Frequency Evacuation Signals and Low Current Mini-horn		Gentex
HVAC		Xxxxxxx Manufacturing Company
Sea Shore/Four Seasons Acrylic Latex House Paint		MAB
Vulken Sealants		Tremco
Residential Water Heaters		State Water Heaters
Security System		Digital Security Controls Ltd.
Fire Alarm System		Fire-Lite Alarms by Honeywell
Vinyl Composition Tile and Adhesive		Xxxxxxxxx
Windows		Atrium

NOTE-Seller makes no representations or warranties as to the terms and conditions of the Warranties nor whether the Warranties listed herein remain in effect

EXHIBIT J

WARRANTIES (Gainesville-Phase II)

PRODUCT OR SYSTEM		MANUFACTURER OR SUBCONTRACTOR
Roofing Installation		A.R.C.I., Ltd.
Roof-Asphalt Shingle		CertainTeed
Gyp-Crete and Light Weight Concrete		BH-FFS, LLC
Installation of Mechanical Systems		Mechanical Design Solutions, Inc.
HVAC		Xxxxxxx Manufacturing Co.
Drywall		Ozark Atlantic, LLC
Plumbing		Xxxxxx Plumbing Co.
Electrical Installation		XX XxxXxxx Electric
Appliances (Dishwasher, microwave, stove, refrigerator, washer, dryer, range hood)		Whirlpool
Entry Doors		Xxxxxx Building Products, Inc.
Door Frames		Rediframe by The Dunbarton Corporation
Bathroom Mirrors		Binswanger Mirror Products
Ceiling Fans		Westinghouse
Meter Equipment		Xxxxx Electrical and Milbank Standard Distributors
Xxxxxx Wire and Cabling		Xxxxxxx Cable Co.
Aluminum Cable		Alcan Cable, Division of Alcan Products Corp.
PVC Plastic Pipe		Cantex, Inc.
Various Electrical Products		Xxxxxxx Electrical Products
		Erico Products
Outlet boxes, box extensions and box covers		Allied Moulded Products, Inc.
Fire Alarms		Fire Lite Alarms, Inc.
Garage Door Openers		Overhead Door Corporation
HVAC (heat pump, condenser, air handlers)		Xxxxxxx Manufacturing Co., L.P.
Water Heaters		State Water Heaters
Two-handle bathroom faucet, Pressure Balance Shower Faucet Trim Kit, Kitchen Faucet		Pro Flo by MarketFocus Communications, Inc. distributed by Ferguson
Windows		AtriumWindows and Doors

NOTE-Seller makes no representations or warranties as to whether the Warranties listed herein remain in effect.

EXHIBIT K

LEASING AND CREDIT GUIDELINES

See Attached

Exhibit K

FortGroup Development / Suite USA, Inc

Leasing & Credit Acceptance Guidelines

LEASING STANDARDS

Suite USA, Inc. demands the following occupancy standards to apply at all apartments and bedrooms within the portfolio:

• Number of Bedrooms/Apartment is less than or equal to the Number of Qualified Occupants (residents)/Apartment.

• Each Bedroom is limited to one (1) occupant and this occupant must be a resident who qualifies for tenancy individually or through joint worthiness.

• Guests are limited to three (3) days within each ninety (90) day period; otherwise the guest must qualify for tenancy. This policy will be the standard unless otherwise approved by the Managing Agent on a case-by-case basis.

• Residents are limited to five individual guests. This gives a maximum anytime occupancy of twenty (20) people in a four (4) bedroom, fifteen (15) people in a three (3) bedroom, and ten (10) people in a two bedroom.

• Occupancy shall be in compliance with all rules, regulations, ordinances, and laws of all Local, State, and Federal authorities having jurisdiction over such occupancy.

Three Methods of Qualification

• Guarantor (co-xxxxxx)

• Self-Guaranty

• Three-Month Prepayment

QUALIFICATION: GUARANTOR

A Guarantor is defined by Suite USA, Inc. as anyone over the age of twenty-one (21) years who can legally qualify to complete an application for residency and who is willing to accept the financial responsibility of the applicant that they have chosen to sponsor for tenancy. This is not solely limited to the parents and/or guardians of the applying resident(s). This guarantor is jointly responsible for all leases, including any subsequent renewal contracts, which the resident may sign during their tenancy.

The applying Guarantor must complete the standardized “Unconditional and Continuing Parental or Sponsor Guaranty” form. The signature of the Guarantor must either be notarized by an independent party or witnessed by an agent of the property. A credit report will be then be pulled on the applying Guarantor.

The credit report must indicate no less than three (3) revolving lines of credit, a credit worthiness score 600 or above, and at least twelve (12) months of good payment history. *For Guarantors, the inclusion is made to allot for those who are establishing credit so long as they meet the additional qualification requirements.

In conjunction with the satisfactory credit report, the applying Guarantor must also have indication of twelve (12) months of rental/mortgage history (either by a Rental History Request or as reported by the credit bureau) and a reported gross household income of no less than three (3) times the monthly rent.

QUALIFICATION: SELF-GUARANTY

A Self-Guaranty is defined by Suite USA, Inc. as anyone over the age of eighteen (18) years who can legally qualify to complete an application for residency and who is willing to accept the financial responsibility associated with that residency. This method of qualification holds the applying individual as the sole source of financial responsibility for the term of the contract. This also included any subsequent renewal contracts which the resident may then sign during their tenancy.

The applying Self-Guaranty must complete the standardized “Unconditional and Continuing Parental or Sponsor Guaranty” form. The signature of the Self-Guaranty must either be notarized by an independent party or witnessed by an agent of the property. A credit report will be then be pulled on the applying Guaranty.

The Self-Guaranty is required to have a credit report indicating no less than three (3) revolving lines of credit, a credit worthiness score 600 or above, and at least twelve (12) months of good payment history. *For Self-Guaranties, the inclusion is made to allot for those who are establishing credit so long as they meet the additional qualification requirements.

The Self-Guaranty applicant must be currently employed and a verification will be performed on the following criteria:

• Length of employment. Suite USA, Inc. requires twelve (12) months of continued employment in the same geographic location.

• Current salary or wages. Suite USA, Inc. requires a minimum coverage of three times the rent, i.e. the GROSS salary or wages must be at least three (3) times the monthly rent.

• The probability of continued employment. The answer should be “yes.”

If rent will be paid from an employment source of income, and it has been verified, and it is sufficient to cover the rent more than three (3) times, this element of the qualifying process is complete. If rent will NOT be paid from an employment source of income, then the other source(s) must be verified.

• If the Applicant is a student, and there is financial aid involved, that must be verified by the applicable college/university. A written letter from the college or university, stating the amount of the financial award is required. The award letter must be in hard copy form and will be placed in the applicant’s file. We will not, however, defer any rental payments due to untimely aid disbursement.

• If there is another source of income that is going to be utilized to pay rent (trust fund, Social Security, disability income, savings account, etc.) it must be verified in writing by the source and approved by Corporate. Child support and alimony payments are not eligible to be counted as sources of income. The income/rent payment ratio (3x gross income) remains the same for any of the other eligible sources of income.

Qualification: Three-Month Prepayment

For applicants without the means to qualify independently or those without a viable Guarantor option, they have the availability to pay down a three-month equivalent to the rent prior to taking occupancy. This three-month prepayment is equal to three (3) times the monthly rental rate as indicated on their lease agreement. They have the option at the end of their lease agreement to apply it to the last three (3) remaining months of their contract. If the tenant should choose to renew past their initial contract period, this prepaid amount shall carry over to the remaining three (3) months of the renewal lease term.

EXHIBIT L

LIST OF PERMITS (SAN MARCOS)

1. Watershed Protection Plan Permit issued by the City of San Marcos dated July 6, 2005, Permit No. 05-118

2. Site Development Permit issued by the City of San Marcos dated June 1, 2001, Permit No. 10-1039

3. Site Preparation Plan Permit issued by the City of San Marcos dated July 6, 2005, Permit No. 05-119

4. The Certificates of Occupancy issued by the City of San Marcos for all buildings dated October 4, 2006, Permits BL-05-01484 thru BL-05-01501, BL-05-01504 thru BL-05-01506, BL-05-02324, BL-05-02347

EXHIBIT L

LIST OF PERMITS (GAINESVILLE)

1. Department of Business and Professional Regulations, Division of Hotels and Restaurants Permit for Nontransient Apartment issued by the on May 4, 2007, License NAP1102958

2. Department of Health Annual Operating Permit for Swimming Pool dated May 16, 2007, License 079487

3. St. Xxxxx River Water Management District Permit issued on January 24, 2005, Permit No. 40-001-94724-1

4. New Apartments Permit issued by the City of Gainesville-Building Inspection Department

a. Dated August 15, 2005 for Xxxxxxxx 0, 0-0, 0-00, Xxxxxx Xxx. 20055565-20055568, 20055570-20055578, 20055580-20055585

b. Dated September 27, 2005 for Building 2 and 5, Permit Nos. 2005566, 20055569

c. Dated August 15, 2005 for the Clubhouse, Permit No. 20055564

d. Dated August 15, 2005 for the Mail Building, Permit No. 20055689

e. Dated August 15, 2005 for the Maintenance Buildings; Permit Nos. 20055579 and 20055586.

f. Dated August 15, 2005 for the Gate House, Permit No. 20055688

5. City of Gainesville approval of final development order dated May 18, 2005, Petition No. 40SPL-01 DB

6. City of Gainesville zoning compliance letter dated May 4, 2005; Petition No. 40SPL-01 DB

7. Department of Environmental Protection Agency, Permit for Stormwater Discharge dated August 19, 2005, Project ID No. FLR10AX62

8. Alachua County, Florida approval of driveway improvements and drainage connection dated July 11, 2007, Permit No. 05-142

9. The following Certificates of Completion issued by the City of Gainesville Building Inspection Department:

a. Dated July 16, 2006 for Site Work on Phase II, Permit No. 20065147

10. The following Certificates of Occupancy issued by the City of Gainesville Building Inspection Department:

a. Dated August 15, 2005 for Xxxxxxxxx 0, 0, 0-00, Xxxxx. Xxxxxxxx, Xxxxxxxxx, Xxxxxx Xxx. 20055565, 20055568, 20055570-20055574, 20055576-20055578, 20055580-20055585, 20055579, 20055564,

b. Dated September 27, 2005 for Building 2, Permit No.20055566

c. Dated August 31, 2005 for Building 3, Permit No. 20055567

d. Dated September 27, 2005 for Building 5, Permit No. 20055569

e. Dated January 18, 2007 for Buildings 20-39, Maint. Building, Bus Shelter Permit Nos. 20068041-20068060, 20068899, 20055579, 20068900

f. Dated May 17, 2007 for Mail Box Kiosk, Permit No. 20071701