0000841942-08-000037 Sample Contracts

CONTRACT OF SALE
Contract of Sale • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky
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SERVICES AND DEVELOPMENT AGREEMENT by and between NTS MORTGAGE INCOME FUND and RESIDENTIAL MANAGEMENT COMPANY Effective January 1, 2009
Services and Development Agreement • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

THIS SERVICES AND DEVELOPMENT MANAGEMENT AGREEMENT (the “Agreement”), entered into as of the 24 th day of December, 2008 and effective as of January 1, 2009, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”) and RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (collectively, the “Residential”).

TERMINATION OF PROPERTY MANAGEMENT AGREEMENT
Termination of Property Management Agreement • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

This TERMINATION OF PROPERTY MANAGEMENT AGREEMENT (the “Agreement”) is made and entered as of the 31st day of December, 2008 by and between (i) RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation, successor by assignment to NTS Residential Management Company) (“Residential”); (ii) NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (“Owner”); and (iii) NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”). NTS RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (“NTS Residential”) joins in this Agreement for the purposes set forth in Paragraph 2 hereof.

ADVISORY AGREEMENT
Advisory Agreement • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

THIS ADVISORY AGREEMENT (“Agreement”), made as of March 31, 1989, is by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (the “Fund”), and NTS ADVISORY CORPORATION, a Delaware corporation (the “Advisor”). All capitalized terms used herein shall have the meaning ascribed to them in the Fund’s Registration Statement No 33-25217 dated October 28, 1988 (the “Registration Statement”), filed with the Securities and Exchange Commission, unless the context otherwise requires.

TERMINATION OF PROPERTY MANAGEMENT AGREEMENT
Termination of Property Management Agreement • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

This TERMINATION OF PROPERTY MANAGEMENT AGREEMENT (the “Agreement”) is made and entered as of the 31st day of December, 2008 by and between (i) RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation, successor by assignment to NTS Residential Management Company) (“Residential”); (ii) NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation (“Owner”); and (iii) NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”). NTS RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (“NTS Residential”) joins in this Agreement for the purposes set forth in Paragraph 2 hereof.

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