Equity Release Agreement Form

EQUITY RELEASE AGREEMENT

This Equity Release Agreement (the "Agreement") is made as of Effective Date: by and between Property Owner Name: (Entity Type: Individual Trust Corporation LLC) with principal address: , and Equity Investor Name: (Entity Type: Individual Trust Corporation LLC) with principal address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Owner is the legal owner of the real property and improvements commonly known as Address: and more particularly described in the legal description below; and

WHEREAS, Owner desires to release to Investor a portion of the equity in the Property in exchange for the consideration provided herein, and Investor is willing to accept a release of equity interest and to take a security interest in the Property as set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms under which the equity release will be effected and to allocate the rights and obligations of the Parties with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Property" means the real property described in the legal description above, including all appurtenances and improvements. 1.2 "Released Equity" means the percentage of Owner's equity interest in the Property subject to release to Investor as specified in Section 2. 1.3 "Release Amount" means the monetary consideration paid by Investor to Owner in exchange for the Released Equity, as specified in Section 3.

2. GRANT OF EQUITY

2.1 Grant. Owner hereby irrevocably grants, conveys and assigns to Investor Released Equity equal to of Owner's present equity interest in the Property, subject to the terms and conditions of this Agreement.

2.2 Effect of Grant. The grant of Released Equity shall transfer to Investor an enforceable economic interest in the Property to the extent set forth herein, including entitlement to a pro rata share of net proceeds upon any sale, refinancing, or other disposition of the Property as provided in this Agreement.

3. CONSIDERATION AND PAYMENT

3.1 Release Amount. In consideration of the grant of Released Equity, Investor shall pay to Owner the Release Amount of payable as follows:

3.2 Application of Proceeds. All payments shall be applied first to costs, expenses and outstanding encumbrances as applicable, and then to the Release Amount. Investor's obligation to pay the Release Amount is subject to the conditions precedent set forth in Section 7.

4. SECURITY INTEREST; PRIORITY

4.1 Security Interest. As security for performance of Owner's obligations and to secure the rights of Investor to the Released Equity, Owner hereby grants to Investor, simultaneously with or following the execution of this Agreement, a security interest in and lien upon the Property to the extent permitted by applicable law. The Parties shall execute and record such instruments as may be necessary to perfect the security interest.

4.2 Priority. The security interest granted to Investor shall be subordinate to any Permitted Encumbrances disclosed in writing prior to the Effective Date. "Permitted Encumbrances" means encumbrances disclosed and approved in writing by Investor prior to funding.

5. REPRESENTATIONS AND WARRANTIES

5.1 Owner Representations. Owner represents and warrants to Investor that: (a) Owner is the sole legal owner of the Property and has full authority to enter into this Agreement; (b) there are no unsatisfied judgments, pending litigation, or undisclosed liens affecting the Property other than Permitted Encumbrances; (c) Owner has not previously granted any interest in the Property that would conflict with the grant of Released Equity; and (d) the execution and performance of this Agreement will not violate any material agreement or law binding on Owner.

5.2 Investor Representations. Investor represents and warrants to Owner that: (a) Investor has the corporate or legal capacity and authority to enter into and perform this Agreement; (b) the funds to be advanced are not derived from illegal activity; and (c) Investor will comply with all applicable laws in effecting the transactions contemplated by this Agreement.

6. COVENANTS

6.1 Owner Covenants. Owner covenants that during the term of this Agreement Owner shall: (a) maintain insurance on the Property in commercially reasonable amounts and name Investor as loss payee where applicable; (b) not grant any additional interests in the Property that would impair Investor's rights without Investor's prior written consent; and (c) timely pay property taxes, assessments and other charges affecting the Property unless otherwise agreed in writing.

6.2 Investor Covenants. Investor covenants to disburse the Release Amount in accordance with Section 7 and to act in good faith in enforcing Investor's remedies under this Agreement.

7. DISBURSEMENT AND CONDITIONS PRECEDENT

7.1 Conditions Precedent. Investor's obligation to fund the Release Amount is subject to the satisfaction or waiver of conditions precedent, including: receipt of executed and recordable instruments effecting the security interest; delivery of evidence of title acceptable to Investor; and any other customary closing deliveries.

7.2 Disbursement. Upon satisfaction of the conditions precedent, Investor shall disburse the Release Amount to Owner by wire transfer or other agreed method, and the Parties shall record or file such documents as required to reflect the Released Equity and any security interest.

8. TAXES, CHARGES AND COSTS

8.1 Taxes and Costs. Owner shall be responsible for any transfer taxes, documentary stamps, recording fees and similar charges arising from the grant or transfer of interests under this Agreement, except as otherwise agreed in writing. Investor shall bear its own legal and closing costs unless otherwise allocated in writing.

9. DEFAULT AND REMEDIES

9.1 Events of Default. An Event of Default shall include: (a) Owner's failure to perform any material covenant or obligation under this Agreement; (b) any representation or warranty made by Owner proves to be materially false; or (c) transfer or encumbrance of the Property in violation of this Agreement.

9.2 Remedies. Upon an Event of Default, Investor shall have all remedies available at law or in equity, including specific performance, foreclosure of the security interest, appointment of a receiver, and recovery of costs, including reasonable attorneys' fees and expenses incurred in enforcing Investor's rights.

10. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts of that state for any dispute arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be enforced to the fullest extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Investor may assign its rights to any affiliate or successor in interest without Owner's consent so long as such assignee assumes Investor's obligations hereunder. 15.2 Further Assurances. The Parties shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

SIGNATURES

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