Real Estate Master Plan

REAL ESTATE MASTER PLAN

Parties

This Real Estate Master Plan (the "Plan") is entered into by and between Owner and Master Developer as set forth below. The parties intend by this Plan to establish the comprehensive plan, responsibilities, schedule, financial framework and approval contingencies for development of the Property identified herein.

Individual    Corporation    LLC    Partnership    Other

Individual    Corporation    LLC    Partnership    Other

Property Identification

Plan Scope, Use and Phasing

The Master Plan describes proposed land uses, density, conceptual site plan, public infrastructure improvements, access, parking, open space and phasing. The Plan contemplates the following primary land uses:

Anticipated Phase One Start Date:    Anticipated Phase One Completion Date:

Financial Terms and Payment

Estimated Total Development Cost: $

Retainer/Earnest Deposit: $ payable upon execution. Payment due within days of invoice. Late fee: or per month, whichever greater.

Permits, Approvals and Contingencies

The obligations of Master Developer under this Plan are conditioned upon obtaining, at Developer's expense unless otherwise stated, all required entitlements, permits and approvals from governmental authorities, including but not limited to zoning, subdivision, grading, environmental review and building permits. Where Owner is required to execute applications or convey interests, Owner shall execute timely and reasonable documents to assist with approvals.

Entitlement Contingency Expiration Date:

Environmental, Inspections and Disclosures

Environmental review shall be performed in accordance with applicable law. The party responsible for phase-specific environmental investigation shall be as set forth in the plan or, absent such specification, Master Developer. The parties agree to cooperate in the identification and remediation of hazardous materials; remediation costs attributable to pre-existing conditions shall be the responsibility of Owner unless Developer expressly assumed such responsibility in writing.

Floodplain or FEMA flood zone: Yes    No
Known lead-based paint conditions: Yes    No
Known mold or water intrusion history: Yes    No
Prior substantial structural damage or remediation: Yes    No

Insurance, Indemnity and Risk Allocation

Master Developer shall maintain commercial general liability insurance with limits not less than $ per occurrence and property and builder's risk insurance as appropriate for each construction phase. Owner shall maintain property insurance and any required casualty coverage until transfer of title to a third-party purchaser or condominium association as applicable. Certificates of insurance naming Owner as additional insured shall be delivered prior to commencement of on-site work.

Indemnification: Master Developer agrees to indemnify, defend and hold harmless Owner from and against claims, liabilities, losses and expenses arising out of Developer's negligence or willful misconduct in performance of this Plan, and Owner agrees to indemnify Developer for claims arising out of Owner's acts or omissions. The parties' indemnity obligations shall survive termination of this Plan to the extent permitted by law.

Default; Remedies; Termination

A material breach by either party shall entitle the non-breaching party to provide written notice specifying the breach and a cure period of thirty (30) days, or such longer period as reasonably necessary, during which the breaching party shall have the opportunity to cure. If not cured within the cure period, the non-breaching party may terminate this Plan and pursue all available legal and equitable remedies including recovery of documented damages, specific performance where appropriate, and costs and attorneys' fees incurred in enforcement.

Assignment and Transfer

Neither party may assign its rights or obligations under this Plan without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that Master Developer may assign to an affiliate or to a lender or purchaser in connection with financing or sale of all or substantially all of the development, provided such assignee assumes Developer's obligations in writing.

Governing Law; Entire Agreement

This Plan shall be governed by and construed in accordance with the laws of the state where the Property is located. This Plan, together with any exhibits and written schedules attached and executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

Notices

All notices, demands and communications required or permitted under this Plan must be in writing and shall be delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth in this Plan, or to such other address as a party may designate in writing.

Miscellaneous Provisions

Severability: If any provision of this Plan is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other or subsequent breach. The parties shall execute such further documents and do such acts as may be reasonably necessary to carry out the purposes of this Plan.

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