Consolidated Master Deed for Empire Hills Homeowners

Purchase Agreement

THIS AGREEMENT is made as of the day of , , between (the "Company"), a corporation organized under the laws of the State of , with its principal offices at and each purchaser whose name is set forth on the signature page hereof (each a "Purchaser" and collectively, the "Purchasers").

IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and each Purchaser, intending to be legally bound, agree as follows:

SECTION 1. Authorization of Sale of the Units. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to units (the "Units"), each consisting of one share of common stock ("Common Stock"), par value per share, of the Company and one warrant to purchase one share of Common Stock (the "Warrant Shares").

SECTION 2. Agreement to Sell and Purchase the Units. At the Closing, the Company will sell to each Purchaser, and such Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Units shown, and at the purchase price shown, opposite such Purchaser's name on Schedule A and Schedule B hereto.

SECTION 3. Delivery of the Units at the Closing. The completion of the purchase and sale of the Units (the "Closing") shall occur on or such other time as may be agreed upon by the Company and each Purchaser (the "Closing Date").

SECTION 4. Representations, Warranties and Covenants of the Company.

4.1. Organization and Qualification. The Company is a corporation duly organized and in good standing under the laws of the State of and has all requisite corporate power and authority to conduct its business as currently conducted.

4.2. Authorized and Issued Capital Stock. As of , the authorized capital stock of the Company consists of shares of Common Stock and shares of preferred stock.

4.8. Legal Opinion. Prior to and as a condition to the Closing, , General Counsel to the Company, will deliver a legal opinion to the Purchasers as to the valid issuance of the Shares and the Warrant Shares.

SECTION 5. Representations, Warranties and Covenants of the Purchasers.

Each Purchaser acknowledges that the Shares and Warrants have not been registered under the Securities Act.

The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D.

The Purchaser is acquiring the Units for its own account for investment only and with no present intention of distributing any of the Securities.

The Purchaser has full right, power, authority and capacity to enter into this Agreement.

SECTION 6. Survival of Representations, Warranties and Agreements. All covenants, agreements, representations and warranties made by the Company and the Purchaser herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Units being purchased and the payment therefor.

SECTION 7. Registration of Shares and Warrant Shares for Resale.

7.1. Registration Procedures and Expenses. The Company shall as soon as practicable after , but in no event later than , prepare and file with the Commission a registration statement on Form S-3 to register the Shares and Warrant Shares for resale by the Purchasers.

7.3. Indemnification. The Company agrees to indemnify and hold harmless each Selling Stockholder from and against any losses, claims, damages or liabilities arising out of any breach of the representations set forth in Section 4.

7.5. Continued Availability of Information. So long as the Registration Statement is effective, the Company will furnish to the Purchaser the reports and information described herein.

SECTION 8. Broker's Fees. There are no brokers or finders entitled to compensation in connection with the sale of the Shares to the Purchaser, except for the Company's obligations to Janney Montgomery Scott Inc.

SECTION 9. Expenses. At the Closing, each party hereto shall bear its own expenses.

SECTION 10. Notices.

If to the Company:

If to the Purchaser:

SECTION 11. Entire Agreement; Changes. This Agreement sets forth the entire agreement of the parties and may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Purchaser.

SECTION 12. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

SECTION 13. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

SECTION 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to conflicts of laws.

SECTION 15. Counterparts. This Agreement may be executed in two or more counterparts.

SECTION 16. Assignment. The Purchaser may assign its rights under Section 7 of this Agreement to any subsequent holder of any or all of the Units who has purchased at least Shares or Warrants to purchase at least Shares.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.