CH Capital Partners LLC EXCLUSIVE LOAN PLACEMENT AGREEMENT

THIS AGREEMENT is made as of ___________________by and between _______________________________ (Applicant) and CH Capital Partners LLC (a member of Cordell Financial Group, an Oregon Corporation) 1. EXCLUSIVE AUTHORIZATION. Applicant hereby retains CH CAPITAL PARTNERS LLC as a mortgage loan banker, broker and grants CH CAPITAL PARTNERS LLC the exclusive right to solicit, negotiate and obtain debt and/or equity financing (Financing) secured by the following real property (Property) in accordance with the terms of this Agreement. CH CAPITAL PARTNERS LLC agrees to make reasonable efforts to obtain the Financing. 2. PROPERTY NAME: ___________________________________ Description: ____________________________________________ Street Address: __________________________________________ City, State, Zip: _________________, _______ _______________ 3. FINANCING. The financing shall include the following terms and/or such other terms as may be accepted by Applicant or contained in any loan application or other agreement signed by Applicant: Loan Amount: ___________________ Lenders Loan Fees: ______________ Type of Financing (check one): Construction Loan ________Permanent Loan_________ Future Funding Commitment __________ Bridge Loan _____________Other (describe): ___________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ 4. TERM. The term of this Agreement (Term) shall commence on the date of execution hereof by Applicant and shall terminate at midnight on ___________days following, inclusive, or otherwise extended as provided herein. If during the Term negotiations involving any Financing have commenced and are continuing, then the Term shall be extended with respect to such negotiations for a period through the termination of such negotiations or the consummation of such Financing. 5. DOCUMENTS. Promptly upon written request by CH CAPITAL PARTNERS LLC or a prospective lender, Applicant shall, at Applicants sole cost and expense, furnish plans, specifications, rent rolls, cost breakdowns, operation statements, aerial photographs, tax returns, appraisals, market studies, a description of Applicants development background and expertise, financial statements, title reports, rent comparables, lease forms and other such documents or data as CH CAPITAL PARTNERS LLC or such lender may request. If Applicant fails to comply with any such request within ten (10) days of its receipt of the request, the Term shall be automatically extended by the number of days between the date of the request and the date on which the requested documents are delivered to the requesting party. In this Agreement, the term lender shall include but not be limited to any person or entity advancing or contributing debt or equity financing with respect to the Property. 6. FEE. As compensation for the services of CH CAPITAL PARTNERS LLC, Applicant shall pay a fee to CH CAPITAL PARTNERS LLC in cash equal to ______________ or _______% of the Financing. In the event that the Financing obtained includes any equity ownership in the Property by any of the lenders advancing or contributing funds related to the Property, then the fee shall be calculated based on total acquisition and/or development costs of the project to be developed, rehabilitated, financed, refinanced, etc., as the case may be, on the subject property as set forth in the proforma projections utilized by Applicant and the lender(s) in formulating their joint venture, co-ownership, partnership or other ownership relationship. Interest Rate: _____________ Term: ___________________

This fee shall be earned and payable upon the earliest to occur with respect to the following events: (i) (ii) The date of the initial funding of Financing:____________________ The issuance by lender and acceptance by Applicant of a commitment or agreement for Financing defined as a future funding commitment including, but not limited to, standby commitments, forward commitments, or takeout commitments; The funding of the Financing or the issuance of a commitment or execution of an agreement for the Financing within one (1) year after expiration of the Term by any lender who was contacted by CH CAPITAL PARTNERS LLC on behalf of the Applicant during the Term and whose name appears on any list of such lenders (Registration List) which CH CAPITAL PARTNERS LLC shall have mailed to Applicant within thirty (30) days following the expiration of the Term; Any voluntary act by Applicant during the Term prohibiting, preventing, or otherwise interfering with the performance of CH CAPITAL PARTNERS LLC services hereunder or the funding of the Financing; Any voluntary withdrawal of a signed loan application, or request for Financing by Applicant prior to the lenders approval of a loan commitment or agreement to provide financing. The failure of the financing to fund after any commitment or agreement to extend Financing, where the terms of the application provide that the property was to be free of asbestos, toxic waste or hazardous conditions, and where the subsequent engineering or other reports indicate that one or more of those conditions exist.

(iii)

(iv)

(v)

(vi)

7. DEPOSIT. Applicant, or its designee, agrees to pay ___________________ to CH CAPITAL PARTNERS LLC as a good faith deposit, in addition to an third party report deposit as may be required by a Lender. Said deposit shall be refundable upon; the closing of the loan less a processing fee of $1,500.00, upon denial of the loan request less any out of pocket costs incurred by CH CAPITAL PARTNERS LLC, or upon Applicants rejection of counter offer terms less any out of pocket costs incurred by CH CAPITAL PARTNERS LLC. Said deposit shall not be refundable if Applicant rejects a commitment representing terms materially the same as represented by this Agreement. Upon the execution of this Agreement, the Applicant, or its designee, will wire said deposit to Cordell Financial Group the parent company of CH CAPITAL PARTNERS LLC. Wiring instructions as follows: Chase Bank Bethany Center 4732 NW Bethany Blvd, Ste G-1 Portland, OR 97229 (503) 617-6325 ABA Routing Number: 325070760 Account Name: Cordell Financial Group Account Number: 3570829314

8. FEE DISBURSEMENT. Applicant hereby assigns to CH CAPITAL PARTNERS LLC and authorizes and instructs the lender and escrow agent, if any, to disburse to CH CAPITAL PARTNERS LLC the amount of the fee due and payable pursuant to the terms of this Agreement from the proceeds of the Financing. 9. CONTINUING REPRESENTATION. Applicant agrees that if CH CAPITAL PARTNERS LLC is successful in securing the Financing, CH CAPITAL PARTNERS LLC shall be the exclusive mortgage broker to obtain additional financing secured by any real property owned or controlled by Applicant or any affiliate from such lender or through such mortgage banker providing the Financing or any affiliates of either. The term of said representation shall be thirty six (36) months commencing as of the date hereof, Applicant shall pay a fee to CH CAPITAL PARTNERS LLC in accordance with Section 6 above whether such financing is obtained by CH CAPITAL PARTNERS LLC, by applicant or by any other person or entity.

10. INTEREST. If there is a failure to make any payment to CH CAPITAL PARTNERS LLC at the time required herein, the delinquent sum(s) shall bear interest at the rate of 18% per year or the maximum nonusurious interest rate for loans permitted by law, whichever is lower. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED BY MUTUAL ARBITRATION AS PROVIDED BY OREGON LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE OREGON CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION TO NEUTRAL ARBITRATION. CH CAPITAL PARTNERS LLC ___________________ APPLICANT_____________________________ 11. ARBITRATION OF DISPUTES. In the event a claim or controversy arises concerning any failure to pay CH CAPITAL PARTNERS LLC all or any portion of the amounts provided herein, Applicant and CH CAPITAL PARTNERS LLC hereby agree that such claim or controversy shall be settled by final, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which rules are incorporated herein by reference, provided, however, that all persons nominated to act as arbitrator of such claim or controversy shall be attorneys at law duly licensed to practice before the courts of the State where the arbitration is conducted. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings. The unsuccessful party shall pay the costs of conducting the arbitration. In the event any arbitration proceeding or legal action to enforce an arbitration award is commenced to recover compensation hereunder, the prevailing party shall be entitled to recover its expenses and reasonable attorneys fees incurred therein from the unsuccessful party. In the event that the parties have not agreed to arbitrate claims or controversies arising from any failure to timely pay all sums due CH CAPITAL PARTNERS LLC under this Agreement, the prevailing party in any litigation regarding such claims or controversies shall be entitled to its reasonable attorneys fees and costs. 12. SIGN ON CONSTRUCTION PROJECTS. If any portion of the Financing is to provide funding for the construction or improvements on the Property, then during the period commencing upon the initial funding of the Financing and ending upon completion of the construction CH CAPITAL PARTNERS LLC may place and maintain, at its expense, a sign on the property containing CH CAPITAL PARTNERS LLCs logo and a statement indicating the Financing has been obtained by CH CAPITAL PARTNERS LLC. CH CAPITAL PARTNERS LLC, at its expense, may publicize its placement of any financing. 13. APPLICANT REPRESENTATIONS. Except as otherwise set forth in an addendum hereto, Applicant hereby warrants and represents to CH CAPITAL PARTNERS LLC that: (a) Applicant is the owner of record or the ground lessee of the Property or has the legal authority to execute this Agreement on behalf of such owner or lessee; (b) no person or entity has any right to purchase the Property or to acquire any interest therein by virtue of any agreement for sale, option, right of first refusal or other agreement; (c) there are no delinquencies or defaults under any deed of trust, mortgage or other encumbrance or probate proceeding; and (e) neither CH CAPITAL PARTNERS LLC nor any person affiliated with CH CAPITAL PARTNERS LLC has made any promises or misrepresentations to or agreements with Applicant not contained herein which in any manner affect Applicants and CH CAPITAL PARTNERS LLCs rights and obligations under this Agreement. Applicant agrees to defend, indemnify and hold CH CAPITAL PARTNERS LLC harmless from any and all claims, demands, liabilities, damages and expenses, including attorneys fees, arising from any incorrect information supplied by Applicant, or any material information which Applicant fails to supply. 14. INFORMATION SHARING. CH CAPITAL PARTNERS LLC reserves the right to share information between various businesses of CH CAPITAL PARTNERS LLC is in, such as: Life Insurance Brokerage, Investment Brokerage, Property Casualty

Brokerage, Cost Segregation, R&D Tax Consulting, Commercial Real Estate Brokerage, Merchant Processing, Investment and Financial Planning Advisory, Business Consulting Advisory, Public Finance Advisory, Merger and Acquisition Advisory, and others various services that are provided directly or by its affiliates. CH CAPITAL PARTNERS LLC can and may pursue the business through information retained from this Agreement or any other relationship that may have been formed. CH CAPITAL PARTNERS LLC is hold harmless and client _______________ recognizes that there may be a conflict of interest sharing information from various entities that CH CAPITAL PARTNERS LLC, Cordell Financial Group or other various services in which CH CAPITAL PARTNERS LLC may engage in for the benefit of the client. 15. AMENDMENTS. No amendments to or modifications of this Agreement, or the termination of the Agreement, shall be valid or binding unless made in writing and signed by both an officer of CH CAPITAL PARTNERS LLC and Applicant. ADDITIONAL TERMS: ____________________________________________________________________________________________________________ ____________________________________________________________________________________________________________ _______________________________________________________________

ACCEPTED: CH CAPITAL PARTNERS LLC a member of Cordell Financial Group By: ___________________________________ Name:_________________________ Title:__________________________ Date:______________ APPLICANT:

By:___________________________________ Name: ________________________________ Title:__________________________________ Date: _________________________________

19720 NW Tanasbourne Dr., #330 Hillsboro, OR 97124

Address: ________________________________ City _______________, St _____ Zip _________

Tel. #: 503-640-5200 Toll Free #: 877-257-0865 Fax #: 866 657 2534 E-mail:

Tel. #: _________________________________

Fax #: __________________________________ E-mail:__________________________________