NET GAIN PARTICIPATION AGREEMENT

THIS NET GAIN PARTICIPATION AGREEMENT (the "Participation Agreement") made and entered into effective as of the Purchase Date of the Property, between Owner, LLC, a Georgia limited liability company ("Owner"), and Participant, Inc., a Wyoming corporation (Participant").

RECITALS:
WHEREAS, Participant shall provide in a pure fiduciarial capacity, certain accommodations, work, and "Third Party" negotiations to Owner for the benefit of Owner regarding Owner's pre-closing "due diligence," acquisition, management, pre-development, development, environmental and engineering aspects, as well as marketing of that certain real property, being approximately 94.29 acres, located in Fulton County, Georgia, being more particularly described in Exhibit A, attached hereto and made a part hereof (herein called the "Property"); and WHEREAS, Participant has represented to Owner, the extensive experience and expertise of Participant in the area of management, predevelopment and development, marketing, and land values in this area and a good, profitable and timely marketing of this particular Property to induce Owner to make this purchase; and WHEREAS, Owner and Participant have agreed that Owner will attempt to purchase said Property in its own name, and if Owner does purchase the Property, that Owner will use a combination of its own credit and assets to purchase said Property in accordance with the requirements of paragraph 2 hereof; however, Owner is not obligated to purchase the Property if it does not choose to do so and shall then attempt to assign any Contract or amendments to such Contract to Participant to have a right to close the Property and Owner shall be reimbursed any expenses, plus earnest money if Participant or a related party or affiliate does proceed to close the Property; and WHEREAS, Participant acknowledges that its rights contained herein are purely and solely a matter of contract and that this Agreement in and of itself shall under no circumstances create any lien against, security interest in, or property right in the Property; but shall be only a claim for funds received as a result of a transaction of Sale (having no relationship to effort, time or expertise of Participant), which provide for payments as described herein; and WHEREAS, Owner desires to transfer and assign to Participant a percentage interest in the "Net Gain" from the sale of the Property, in exchange for Participant's fiduciarial assistance, warranties and representations, all in accordance with the definitions and provisions hereinafter set forth; and WHEREAS, as an inducement to Owner to enter into the Property purchase transaction, Participant has each waived and relinquished unto Owner, all of its rights, title, claim interest or demand in and to the Property, the contracts and the transaction and all studies, surveys, reports and designs, excepting only such temporary rights as are provided herein; and WHEREAS, Participant and Owner desire to enter into an agreement regarding the precise _______ Participant Net Gain Participation Agreement ______ Page 1 of 18

interest in Net Gain transferred and assigned by Owner to Participant; AGREEMENT NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE SUM OF Ten and No/100 Dollars ($10.00), the mutual promises, covenants and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Participant, Owner and Participant hereby agree as follows: 1. Definition of Certain Terms. As used in this Agreement, certain terms shall have the meanings hereinafter set forth: A. "Affiliate" shall mean any Person (hereinafter defined) directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the person in question, which in the case of a person which is a partnership, shall include each of the constituent partners thereof. The term "control" means, with respect to a Person that is a corporation, the right to the exercise, directly or indirectly, of more than fifty percent (50%) of the voting rights attributable to the shares of the controlled corporation, and, with respect to a Person that is not a corporation, the possession, directly or indirectly or the power to direct or cause the direction of the management or policies of the Controlled Person. B. "Approved Deductions" shall mean (i) gross purchase price, the original cost basis of the Property, plus (ii) any and all verifiable Expenses of acquisition, management, development or sale of the Property, and (iii) Operating Deficits (if any). C. "Arms' Length Transaction" or "Arms' Length Sale" shall mean a transaction or sale between Owner other than to an Affiliate or a parent, brother, sister, wife or child of Owner or Participant. D. "Closing Costs" shall mean reasonable brokerage commissions payable as a result of the acquisition and Sale of the Property, the costs for the services of any certified public accountant, appraiser or attorney, if applicable, documentary stamp taxes, escrow fees, title insurance and recording charges, in each case actually paid or payable by Owner in connection with the Sale of the Property, but excluding any foreign, U.S., state or local income taxes, franchise taxes or other taxes based on income. E. "Contracts" shall mean a Purchase and Sale Agreement between Owner, LLC, as Seller, and prospective Purchaser. Closed Contracts are Sales. F. "Debt Service" shall mean (a) interest payments actually paid or accrued on all Loans, such interest not to exceed current market rates at the time of the loan, (b) payment and/or accrual of interest compounded annually at 14.0% on the Initial Capital Injection (as hereinafter defined), and (c) payment and/or accrual of interest at 14.0%, _______ ______ Participant Net Gain Participation Agreement Page 2 of 18

on all funds of Owner from time to time advanced for any other reason, including but not limited to "Expenses". G. "Documents" shall mean collectively this Participation Agreement, and any and all documents, instruments or certificates representing, evidencing, securing or relating to the Property. H. "Expiration Date" shall mean the date upon which all of Owner's obligations to Participant and Participant's rights terminate or expire. Unless Participant's rights terminate earlier, the Expiration Date shall be five (5) years from the date Owner acquires the Property. Notwithstanding the above, at the option of Owner, (i) the Expiration Date shall be two (2) years from the date Owner acquires the Property unless on or before such date an amount equal to the Initial Capital Injection plus all Loan principal payable to Owner or John F. Owner is available for payment to Owner (without regard to whether such receipts are classified as interest, principal or return of equity), and (ii) the Expiration Date shall be three (3) years from the date Owner acquires the Property unless on or before such date an amount equal to the Initial Capital Injection plus all Loans plus all interest payable to Owner or John F. Owner is available for payment to Owner. I. "Expenses" shall mean all reasonable expenses actually incurred by Owner in respect to the ownership, operation, leasing and occupancy of the Property, determined on the basis of generally accepted accounting principles consistently applied, including but not limited to any and all of the following: (1) general real estate taxes; (2) special assessments or similar charges; (3) personal property taxes; (4) sales, use and business and occupation taxes; (5) costs of utilities, air conditioning and heating for the Property; (6) maintenance and repair costs of a non-capital nature; (7) premiums payable for liability insurance carried on or with respect to the Property; (8) reasonable advertising and promotion costs; (9) reasonable and customary accounting and audit fees and costs, attorney's fees, appraisal fees and other administrative and general expenses and disbursements, incurred in connection with the acquisition, operation and management of the Property; (10) regularly scheduled debt service, interest, fees or charges paid to any party for the use or commitment of money used for acquisition, development or operation of Property; (11) capital expenditures; (12) management fees and/or real estate commissions paid or accrued to third parties; (13) dues, assessments and expenses paid or accrued to any property owners association; and (14) environmental clean up expenses. The standard for determining "reasonable operating expenses" shall be based upon whether the operating expenses are reasonably necessary and prudent to the efficient operation and potential development or development of the Property. Notwithstanding anything included within the above definition of "Expenses," the following shall be excluded from Expenses: (1) foreign, U.S., state and local net income taxes, and; (2) depreciation, amortization and any other non-cash deduction of Owner for income tax purposes. _______ Participant Net Gain Participation Agreement ______ Page 3 of 18

J. "Fiscal Year" shall mean any year, or any portion thereof, commencing on January 1 and ending on December 31, which occurs during the term of this Agreement. K. "Gross Revenues" shall mean all cash derived from the Sale or Leases of the "Property", received by or paid to Owner from any and all sources resulting from or attributable to the Property. L. "Improvements" shall mean improving the value of the Property, which shall include all street and road improvements, water and sewer lines, electric and other facilities and all other on site and off site improvements to the Property. M. "Initial Capital Injection" shall mean a sum equal to cash portion of the purchase price of the Property plus any legal, title and other costs related to the closing of the purchase of the Property by Owner. For purposes of this Agreement, the entire "Initial Capital Injection" may or may not be treated as a Loan, which allows such amount to be set up on the corporate books of Owner as any combination of Loans and/or Capital Injection. N. "Loans" shall mean the following: (i) Promissory notes from Owner payable to any bank, for any portion of funds used; and (ii) Promissory notes from Owner payable to John F. Owner; and (iii) Amounts from time to time advanced by John F. Owner to Owner as may be required to fund Operating Deficits or Expenses; and (iv) Any loans hereafter made to Owner replacing any of the above described Loans so long as the principal amount of such substitute loan(s) do(es) not exceed the principal and interest balance of the original Loan for which a substitution is made. O. "Leases" shall mean all leases and occupancy agreements, whether written or verbal, and all amendments and extensions and renewals thereof or thereto, covering all or any portion of the Property. P. "Lessees" shall mean all lessees (or permitted assignees or subtenants at any level thereof) under Leases and all other tenants or occupants of the Property. Q. "Net Gain" shall mean the Gross Revenues of the Property reduced by the sum of the Approved Deductions related to the Property. _______ ______ Participant Net Gain Participation Agreement Page 4 of 18

R. "Operating Deficit" shall mean negative net cash flow, adjusted on a cumulative basis. S. Owner Affiliate shall mean any Affiliate controlled by John F. Owner, a Georgia individual. T. "Person" shall mean an individual, partnership, unincorporated association, or other entity or association. corporation, trust,

U. "Sales Commissions" shall mean (i) commissions paid to Realtor Realty, LLC, an affiliate of Participant, or to any other licensed real estate broker, and (ii) a Development Fee equal to 2.0% of the sale price to be paid to Participant, upon the sale of any part or all of subject Property. Owner agrees that Realtor Realty, LLC or other broker selected by Participant shall have the initial listing for the Property pursuant to the terms set forth in Exhibit C, attached hereto and made a part hereof. 2. Purchase of Property. Owner intends to purchase the Property upon terms and conditions to be negotiated between Owner and Georgia of the South. 3. Participant's Duties. Participant agrees to use its intensive and professional best efforts to assist in closing Owners purchase of the Property and the Contracts, increase the value and profit margin for resale and to sell or create an opportunity for the development of the Property which will result in a sale of the Property or portions thereof to entities or users which may, or may not, include Owner and/or Participant. Participant accepts and assumes a fiduciary responsibility to Owner. Participants duties are more fully described in Exhibit D, attached hereto and made a part hereof. 4. Nature of Participants Interest in Net Profit. As set forth above, Owner has granted, transferred, conveyed and assigned, and hereby reconfirms its grant, transfer, conveyance and assignment to Participant of a percentage interest in the Net Gain from the Property. Owner shall pay, in lawful money of the United States and at the times herein specified, the percentage of Participant's Net Gain, as it shall become due and payable under the terms of this Agreement. Participant's interest in the Net Gain, and each element thereof payable as a result of this Agreement, is highly speculative in nature and both the payment and amount, if any, of Participant's interest in the Net Gain are dependent on a number of contingencies which are not within Owner's control. Owner further hereby acknowledges and confirms that Participants interest in the Net Gain is not for the use, forbearance or detention of money or of proceeds of any Loan. Participant has not been guaranteed by Owner (or by any other party) the receipt of any sum of money representing or constituting a part of its interest in the Net Gain, nor has Participant required that any fixed amount of money representing or constituting a part of its interest in the Net Gain be paid to Participant by Owner in connection with this Agreement. 5. Net Cash Flow Payments.

(a) Participants Interest in Net Cash Flow. Participant acknowledges that it has no interest whatsoever in Net Cash Flow of the property. Net Cash Flow and its various components are _______ Participant Net Gain Participation Agreement ______ Page 5 of 18

mentioned in this Agreement solely for the purpose of determining Operating Deficits, if any, which are an Approved Deduction from Net Gain. (b) Participants Interest. Owner and Participant each agree to their respective performances, that Participants interests are contractual only and that neither party shall accept, or has accepted, payment of commissions, management fees or any other form of payment except as described herein. Participant has advised owner as to value of Property, engineering, sewer, water, adequate curb cuts for maximum subdividing, traffic signaling and traffic counts, development potential and Owner has relied upon and been induced to purchase the Property by such advice. Owner shall have the sole right to price and sell the Property. (c) Adjustments for Operating Deficits and Prior Payments of Net Gain. Notwithstanding anything included above to the contrary, calculations to determine the Net Gain shall be determined on a cumulative basis, and any Net Gain payable for the current Fiscal Year may be offset or reduced by any Net Gain paid for prior Fiscal Years. (d) Owner's Books and Records. Owner shall keep and maintain at all times, full and accurate books of account and records adequate to correctly reflect Net Gain of the Property, and all such books and records shall be kept by the Owner at its office at Atlanta, Georgia, and shall be available for at least three (3) years after the end of the relevant Fiscal year. Participant shall have the right to inspect, copy and audit such books of account and records of the Property at Participant's expense during reasonable business hours, whether such books and records are in the possession of Owner or any agent of Owner, for the purpose of verifying the accuracy of the payments made on account of the percentage of Net Gain. 6. Net Gain.

(a) Nature of Net Gain. Owner shall pay to Participant and itself, at the time or times and in the manner hereinafter described, the Initial Capital Injection, Expenses and Loans plus the Net Gain of the Property resulting from Sales and Leases of the Property or portions thereof as follows: (i) First, prior to any distributions of Net Gain, 1) the Initial Capital Injection, 2) all Loans, including all interest thereon, 3) Expenses incurred to date and 4) Debt Service incurred to date shall be paid in full. Then, at the option of Owner, a reserve in an amount reasonably determined by Owner may be established for development costs of the residential section of the Property. Then, upon each sale of a portion of the Property, the Net Gain shall be split as follows: OWNER 80.0% PARTICIPANT 20.0% ______ Page 6 of 18

(ii)

(iii)

First $2,000,000 of Gain

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Next $1,250,000 of Gain Remainder of Gain (iv)

60.0% 40.0%

40.0% 60.0%

Notwithstanding subparagraph (iii) above, if Owner receives an offer for the Purchase of the entire Property at a price which would result in a Net Gain of $1,000,000.00 or more and if Owner desires to accept such offer, the Net Gain will be split 60% to Owner and 40% to Participant.

(b) Events Triggering Payment of Net Gain. Net Gain, if any, shall be due and payable upon only the closing of a Sale, Lease, assignment, transfer, conveyance, or other disposition (whether by deed, or other similar instruments) of the Property. Any Advances paid to Participant will be deducted from amounts due to Participant for any eligible Net Gain (Sales Commissions and Development Fees are not Advances). At Owner's option in the event Owner chooses to provide any seller financing in connection with the Sale of the Property ("Purchase Money Loan"), Owner may exercise its option to defer Net Gain Payments set forth above until receipt of payments under the Purchase Money Loan in the proportion that the Purchase Money Loan bears to the Net Gain, so that if the Purchase Money Loan equals or exceeds the Net Gain, Owner may make one hundred percent (100%) of the Net Gain Payments to Participant as and when it receives payments on the Purchase Money Loan; and if Net Gain exceeds the Purchase Money Loan, a portion of the Net Gain Payments will be made to Participant at closing of the Sale of the Property and the balance will be paid when the installments of principal and/or interest on the Purchase Money Loan are made, the total amount of such deferred Net Gain Payments being the same proportion to the total amount of Net Gain that the Purchase Money Loan bears to the Net Gain. In no event shall Owner be obligated to pay Net Gain payments to Participant until all interest, Expenses, and Loans have been paid, and the Initial Capital Injection have been returned to Owner or Lenders. Notwithstanding anything to the contrary contained in this Agreement: (i) Owner shall be under no obligation, whether moral, equitable, legal or otherwise, to effect a Sale of the Property at any time, except within the absolute discretion of Owner. On or before the Expiration Date, Owner agrees to sell to a third party, in an arms' length transaction, or to an Affiliate of Participant, any unsold portions of the Property described on Exhibit B, attached hereto and made a part hereof, at or above the following minimum sales prices: [Insert Chart] Prices include 5.0% sales commission and 2.0% fee to Participant. Lots may be divided or combined, in which event the net sales price will be prorated based on acreage. Residential lot prices are based on contract with Beazer Homes and do not include sewer capacity fees. (ii) Any Sale of the Property, or any portion thereof, shall be upon such terms, prices, conditions and time as lie within the reasonable discretion of Owner, so long as such Sale of the property is to a third party in an arms' length transaction. _______ Participant Net Gain Participation Agreement ______ Page 7 of 18

(iii) Owner retains the right to refinance or add new Loans on the Property at any time within its discretion. For purposes of Net Gain, any refinancing or additional loans shall not constitute or trigger the payment of Net Gain unless such refinancing or additional loans shall result in return to Owner of all funds contributed to the Property, for acquisition or operation, and all Interest and Operating Deficits shall have been restored to Owner. In such event, the excess of such funds shall constitute Net Gain and shall be payable as if a Sale of the Property had occurred. (v) The obligation of Owner to pay participation to Participant under this Net Gain Participation Agreement is subject to all provisions of any other Participation Agreement past, present, or future that Owner or Owner Affiliate enters into with said Participant. (c) Net Gain Participation Agreement on the Purchase and Resale of Real Property. Participant and Owner do hereby indemnify, hold harmless and defend each other for any brokerage commissions or any other payment of any kind, to any parties, outside any potential payments specified herein or in such Purchase and Resale Contracts which have been agreed to by Owner. (d) Deduction for Prior Payments of Net Gain and Operating Deficits. Notwithstanding anything included above to the contrary, calculations to determine the Net Gain payable to Participant shall be determined on a cumulative basis, and any Net Gain payable may be offset by any prior payments and losses in Net Gain and Operating Deficits. In the event that the portion of Net Gain attributable to the percentage of Participant shall be negative, Participant shall pay such amount to Owner, but only to the extent of any payments of Net Gain received previously by Participant, which payment shall be due and payable ten days after time for payment of Net Gain. 7. Defaults. It is agreed that time is of essence in the performance of all obligations hereunder and under all of the Documents. Upon any default following notice and right to cure under this Net Gain Participation Agreement, or under any other Document, Participant or Owner may exercise any of the remedies available to it to enforce this document. 8. Related Instruments. Participant shall not record any memorandum of this Agreement in the deed records of Fulton County or any other county within the State of Georgia at any time. Any such recording by Participant or its agents shall void any rights of Participant hereunder in their entirety. It is the intention of Participant and Owner that this Agreement shall remain in effect until all obligations of Owner to Participant hereunder have been satisfied fully, which shall be no later than the last payments of the Net Gain, if any, have been made, or, in the event of such dispute has been resolved. Upon the termination or expiration of this Agreement as provided herein, Participant at its sole cost and expense, shall deliver to Owner in recordable form a release of Owner from this Agreement. 9. Relationship of Participant and Owner. Nothing contained in this Agreement or in any other _______ ______ Participant Net Gain Participation Agreement Page 8 of 18

document or instrument made in connection herewith, including without limitation Participants right to receive its percentage of Net Gain, shall be deemed or construed to create, or to be, a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between Participant and Owner. Participant each acknowledges that its rights contained herein are purely a matter of contract and that this Agreement in and of itself shall under no circumstances create any lien against, security interest in, or property right in the Property, but shall be only a claim for funds received as a result of transactions which trigger payments as provided herein. 10. Other Representations and Warranties of Participant. Participant acknowledges the existence of a fiduciary relationship between Participant and Owner, provided by Participant for Owner, regarding the acquisition of the Property by Owner. Owner has relied upon the expertise and facts known to Participant in making its decision to acquire the Property. Participant has induced owner to acquire the Property and Participant agrees that any material negatives known to Participant as of the date of the execution of this Agreement and later discovered by anyone would be considered an incurable default and Participant would be at grave risk of losing all its rights and interest in this Agreement. Participant warrants and swears under oath that he has not received any compensation, fee, or remuneration of any nature from the seller of the Property or any other party or person in connection the Property whatsoever in regard to this transaction other than the right to Net Gain assigned herein, except for any commission or draw mentioned herein. In the event that Participant shall, or has at any time, received from any party or person any type of compensation with respect to the ownership of the Property prior to its purchase or sale other than through Owner as provided herein, Participant shall immediately turn such compensation over to Owner to be included and processed herein as Gross Revenue. In the event that such compensation shall be received by Participant and not turned over to Owner within ten (10) days of its receipt by Participant, Participant shall for all purposes be deemed to have waived any right it may have to compensation provided herein as a breach of its fiduciary responsibility to Owner, and Participant shall immediately refund to Owner any amounts previously paid to Participant under the terms of this Agreement. Notwithstanding the above, Participant discloses that (i) the President of Participant is a minority owner of Realtor Realty, LLC and may receive a portion of any sales commissions paid to such company, (ii) the President of Participant may be owner of one or more entities which purchase portions of the Property from Owner at prices and terms agreed to by Owner, (iii) a portion of the payments to be made by Bank at Closing of the Property are for payment of obligations incurred by GV I, LLC, a company controlled by the President of Participant, and (iv) the actual square footage of the building to be constructed on each commercial Lot is subject to approval by Fulton County upon the submittal of plans and specifications. Owner agrees that any sums received by the President of Participant from such entities shall be the separate property of such person, shall not be turned over to Owner and shall not be a breach of Participants fiduciary responsibility to Owner. Participant certifies that neither Realtor Realty, LLC nor any owner or officer of Participant is being paid any fee whatsoever in connection with the sale of the Property by Seller to Owner. Participant further certifies that the payments made by Bank at Closing with respect to obligations incurred by GV I, LLC are for expenses related to the Property actually incurred in arms length transactions. 11. Miscellaneous. (a) Notices. All notices, requests, demands or other communications hereunder shall be in writing and shall be addressed as follows: _______ ______ Participant Net Gain Participation Agreement Page 9 of 18

If to Participant:

Participant, Inc. c/o Participant

If to Owner:

Owner, LLC c/o Owner

or such other address as either party may from time to time specify in writing to the other in accordance with this notice provision. All notices hereunder shall be deemed effective upon the earlier to occur of: (a) three (3) days after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) upon delivery, if delivered by telecopier or in person to the address set forth above; (c) upon delivery, if sent to commercial express service, such as Federal Express; or (d) upon delivery, if sent by e-mail to the address set forth above, except that notices of change of address shall be effective ten (10) days after receipt by the addressee thereof. (b) No Waiver. No failure to exercise, and no delay in exercising, any right, power or remedy hereunder or under any document delivered pursuant hereto shall impair any right, power or remedy which either party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies, or an acquiescence in any breach or default under this Agreement or any document delivered pursuant hereto, nor shall any waiver of any breach or default of Owner be deemed a waiver of any default or breach subsequently occurring. (c) Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (d) Binding Agreement. This Agreement shall inure to the benefit and obligations of Participant and Owner and their respective heirs, executors, legal representatives, successors and assigns, and whenever in this instrument a reference to a party is made such reference shall be deemed to include a reference to their heirs, executors, legal representatives, successors and assigns of such party. (e) Entire Agreement. This Agreement contains the entire agreement between the parties hereto relative to the assignment of Net Gain and any compensation to be conveyed to Participant regarding the Property or its acquisition, and Participant hereby waives any other rights to compensation in this transaction. (f) Assignment. Neither party may assign all or any part of its rights and interests hereunder to any other person, firm, corporation, or business entity of any kind, without consent of the other party hereto. However, Owner shall be able, at its sole discretion and without permission, to transfer the Property fee simple, bundle of right to another related party. Notwithstanding the above, the parties contemplate and Owner agrees that Participant has _______ ______ Participant Net Gain Participation Agreement Page 10 of 18

agreed to pay a portion of any Net Gain received by Participant to certain persons who have provided services or funds to Participant related to the Property. Owner consents to such agreements provided that Owner shall have no liability or obligation with respect thereto. (g) Amendments. No provision of this Agreement may be amended, modified, supplemented, changed, waived, discharged or terminated except as provided for herein, unless each party consents thereto in writing. (h) Merger. This Agreement supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof, provided that the foregoing provision shall not be deemed to modify or otherwise affect in any the provisions of any other document. (i) Time of the Essence. Time is of the essence of this Agreement and the performance of each of the covenants and agreements contained herein. (j) Governing Law. This Agreement and the obligations of Owner hereunder shall be interpreted, construed, and enforced in accordance with the laws of the State of Georgia and all obligations under this Agreement are performable in DeKalb County, Georgia, consequently all parties agree that any legal proceedings resulting from any disagreement pursuant to this Agreement or of the Loan Documents, shall be filed in DeKalb County, Georgia. (k) Disputes. In the event of any conflict, claim, or dispute between the parties hereto affecting or relating to the purpose or subject matter of this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party all reasonable attorney's fees and reasonable accounting fees actually incurred. (l) Exhibits. Each and every exhibit referred to or otherwise mentioned in this Agreement is attached to this Agreement and is and shall be construed to be made a part of this Agreement by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each exhibit were set forth in full and at length every time it is referred to or otherwise mentioned. (m) Captions. All captions, headings, Paragraph and subparagraph numbers and letters and other reference numbers or letters are solely for the purpose of facilitating reference to this Agreement and shall not supplement, limit or otherwise vary in any respect to the text of this Agreement. (n) Rights Cumulative. Except as expressly limited by the terms of this Agreement, all rights, powers and privileges conferred hereunder shall be cumulative and not restrictive of those given by law. (o) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, if any. (p) Date for Performance. If the time period by which any right, option or election provided _______ ______ Participant Net Gain Participation Agreement Page 11 of 18

under this Agreement must be exercised or by which any acts or payments required hereunder must be performed or paid, or by which an event must take place, expires on a Saturday, Sunday, or legal or bank holiday, then such time period shall be automatically extended to the close of business on the next regular business day. (q) Construction of Document. Purchaser acknowledges that it has participated in the final drafting of this Agreement, and this Agreement shall be construed without regard to any presumption or other rule or legal principle requiring construction against the party causing this Agreement to be drafted. (r) Consents and Approvals. Any consents or approvals required or permitted hereunder shall not be unreasonably delayed, denied or withheld. IN WITNESS WHEREOF, the parties have executed this Agreement this 31st day of March, 2010. PARTICIPANT: PARTICIPANT, INC. OWNER: OWNER, LLC

BY:____________________________ R. PARTICIPANT, PRESIDENT

BY:____________________________ JOHN F. OWNER, MANAGER

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EXHIBIT A: LEGAL DESCRIPTION

EXHIBIT B

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EXHIBIT C LISTING TERMS Not later than sixty (60) days after Owner acquires the Property, Owner agrees to enter into an exclusive listing agreement with Realtor Realty, LLC or other licensed broker selected by Participant (Broker), the major terms of which are: 1. Term. The initial term will end one (1) year from the date horizontal construction commences. The agreement will be automatically renewable in six (6) month increments if gross sales (lot and sewer fees) meet or exceed the following amounts: TIME PERIOD Initial Term Next Six Months Next Six Months Next Six Months Next Six Months Next Six Months Next Six Months Next Six Months 2. Commission. TOTAL SALES (CUMULATIVE)

a. Except as set forth in subparagraph 2.b. hereof, gross commission shall be 5.0% of the gross sales price of each lot. b. The commission payable with respect to any sale procured primarily through the efforts of Owner shall be 1.0%. c. Broker shall agree to pay a co-op commission of not less than 3.0% to any outside procuring cause broker. 3. Affiliation. Owner acknowledges and agrees that Broker may be an affiliate of Participant.

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EXHIBIT D PRIMARY DUTIES AND AUTHORITY OF PARTICIPANT

Owner and Participant agree that, during the term hereof, Participant shall be the developer (Developer) for the project contemplated by Owner and Participant at the Property (the Project). As such, Participant shall have the following specific duties and authority: 1. Engagement; Duties and Authority of the Developer. Except as provided herein, Developer shall have responsibility for all aspects of the planning, development, and sale of the Project. Owner shall determine all sales prices, contract amounts and terms, expenditure levels and timing for all categories of expenses and shall make all other major decisions with respect to the Project. Within the guidelines and budget established from time to time by Owner, Developer is hereby authorized to make all decisions and take all action on Owner's behalf as Developer considers necessary and appropriate to develop the Property in accordance with the overall plan of development ("Development Plan") approved by Owner and Developer. Developer shall have the following duties: 1.1 Development Plan. Developer shall prepare the Development Plan and Budget (Budget) for the Project. The initial Development Plan is included within Exhibit "D-1" and the initial Budget is attached hereto as Exhibit "D-2". 1.2 Permits and Approvals. Developer shall obtain (or cause to be obtained) all governmental permits and approvals as required by applicable law for the development and operation of the Project ("Permits and Approvals'). 1.3 Consultants and Contractors. In accordance with the Budget, Developer shall, in its reasonable business judgment, select and retain (a) a Land Planner and/or Project Engineer to prepare the plans and specifications for the Project ("Project Plans"), (b) a civil engineer to provide such civil engineering services as the Land Planner/Project Engineer and Developer may require for the design of the Project, (c) a general contractor for the Project and (d) any additional consultants, contractors, subcontractors, vendors, suppliers or other professionals as may reasonably be necessary to plan or develop the Project or obtain any required Permits and Approvals. Owner will execute and be the contracting party with respect to any written contracts for such services, and Developer will oversee and coordinate the performance of such services, subject to all matters set forth herein.

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1.4 Invoices. Developer shall submit to Owner all draw requests, bills and invoices associated with the Project, and Owner agrees promptly to pay all such bills and invoices provided that all such matters conform with the Budget. Developer may (i) allocate funds designated as "contingency" in the Budget to any other line item(s) set forth in the Budget, (ii) reallocate unused funds from one line item to another line item, and (iii) incur unbudgeted expenditures if such expenditures must be incurred in an emergency to protect the Project or to protect human life. Developer shall not be entitled to utilize Owner funds for any purpose other than to pay costs, bills and invoices associated with the Project. With each submittal, Developer shall provide Owner with copies of each draw request and an updated Budget. 1.5 Insurance. Developer shall cause to be obtained builder's risk insurance covering all buildings under construction and completed but unsold and make Owner a named insured. If and as requested by Owner, Developer shall also cause to be obtained and maintained in full force and effect hazard insurance and commercial general liability insurance insuring the Project, in commercially-reasonable amounts. Developer shall comply on a continuous basis with all insurance company requirements. 1.6 Sales. It is the intent of the parties that the Developer shall be responsible for all sales activities at the Project in accordance with the Net Gain Participation Agreement between the parties. Developer may (a) retain a real estate broker or brokers to assist in the sale of the Project (including Realtor Realty, LLC, in which Developer holds a minority interest), (b) cooperate with and market the Project to licensed real estate brokers to secure purchasers for the Project and (c) negotiate contracts and agreements for the sale of all or any portion of the Project on behalf of Owner in accordance with the provisions hereof; provided that, all sales contracts shall be subject to the final approval of Owner. 1.7 Subcontracting. Subject to all matters set forth herein, Developer shall be entitled to subcontract any of its duties hereunder to qualified subcontractors or consultants; provided that Developer shall remain primarily liable hereunder. 1.8 Compliance. Developer shall maintain in full force and effect, and comply with all conditions of, all Permits and Approvals. 1.9 Development. Developer shall inspect the progress of the course of development of the Project, including verification of the materials and labor being furnished to and on such development so as to be able to approve or disapprove requests for payment made by the Land Planner/Project Engineer and the general contractor, or by any other parties with respect to the design or development of the Project, and in addition to verify that the development is being carried out substantially in accordance with the Project Plans approved by the Owner and to so certify in writing along with each development draw request, or, in the event development is not being so carried out, to promptly notify the Owner. 1.10 Accounts and Records. No less often than monthly, Developer shall deliver to Owner all vouchers, statements, receipted bills and invoices and all other records, covering all collections, if any, disbursements and other data in connection with the Project prior to final completion of development and sellout. All accounts and records relating to the Project, including all correspondence, shall be surrendered to the Owner upon demand without charge therefor. Books, records and financial accounting for the Project shall be maintained by Owner. 2. Approval of Owner. All major decisions, including but not limited to, the following must be approved by Owner: (a) the Development Plan, (b) the Budget, (c) the Pro Forma, (d) any rezoning, proffer condition or related matter applicable to the Project, (e) all contracts and (e) the sale of all or any portion of the Project. Owner shall also be entitled to approve any material modification or material amendment to such

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items once approved. 3. Fees/Reimbursement.

3.1 Development Fee. Owner shall pay a development fee (Development Fee) to Developer as stipulated in the Net Gain Participation Agreement of even date herewith. 3.2 Reimbursements. Owner shall reimburse Developer for all reasonable costs and expenses incurred by Developer for the benefit of the Project.

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EXHIBIT D-1 INITIAL PROJECT DEVELOPMENT PLAN Developer has negotiated and caused to be signed a contract for the sale of all residential lots to Southern Homes. As a result of this contract, a zoning amendment is required, and an additional zoning amendment and a variance are desirable. Developer has engaged DB1 (Engineer) to revise the site plan for the Project and to prepare a Variance Site Plan with the intent of making application for such amendments and variances on September 30, 2012. Upon approval of the amendments and the variance and adequate funding, engineering drawings will be revised. Application has been made for a development loan. Upon closing the development loan, the improvements required for compliance with the Southern contract will be made to the Project. These improvements will also allow the sale of up to ten commercial lots. Further development will be funded by lot sales and will be based on the order in which parcels are sold. In the event a development loan acceptable to Owner is not immediately available, development will proceed as funds are available. EXHIBIT D-2 INITIAL BUDGET

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