Profit Sharing Agreement This Profit Sharing Agreement (Agreement) is entered into between ___________________________________________ (Profit Sharer) and

Bryan Miller effective _____________________________________, __________ (enter effective date). Profit Sharer has or will acquire ownership title in their name, without Bryan Miller's name on title, to the property located at ______________________________________________________ _______________________________ (the Property). Profit Sharer and Bryan Miller will work together to improve the Property (the Project) as follows: Profit Sharer will provide all monies necessary and solely incur all debts necessary for completion of the Project, and Bryan Miller will be responsible for the day-to-day details necessary to complete the Project. When the Profit Sharer and Bryan Miller complete the Project, the Property will be listed at market price, with intent to sell quickly with any price reductions agreed to by both. In exchange for Bryan Miller providing the day-to-day supervision of the Project, Profit Sharer agrees that Bryan Miller shall be paid fifty percent (50%) of any positive profit achieved in the sale of the Property. The Profit shall be calculated by adding all monetary costs necessary to complete the Project to the purchase price and then subtracting this amount from the final sales price of the Property. Profit Sharer shall give written instructions to escrow to pay an amount equal to fifty percent (50%) of the Profit to Bryan Miller directly out of the Property sale escrow. Also Bryan Miller will act as the real estate broker of record for all Property and Project related real estate transactions and receive as compensation all appropriate brokerage commissions. This includes one half the listing brokers commission on the Property purchase (typically 3% paid by the seller) and 3% listing commission on the Property sale. Should Profit Sharer sell or transfer the Property for any reason prior to the completion of the Project, Bryan Miller shall be entitled to payment for his services. Such payment shall be determined based on the number of months of the Project at a rate of five thousand dollars per month, prorated to the nearest day. In addition if the Property is sold or transferred prior to completion of the Project for an amount that results in a positive profit, then the profit shall be divided equally between the parties as set forth

above. Should Profit Sharer not aggressively try to sell the Property, or for any reason not sell the Property by ninety days after completion of the Project, Profit Sharer agrees to borrow against the Property and pay as soon as possible to Bryan Miller 50% of the Profit calculated from as if the Property had been sold for the market value at the time of ninety days after the Project completion, and also pay Bryan Miller five thousand dollars per month starting from ninety days after project completion. The rights and obligations of Agreement may not be assigned or delegated by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that the parties shall be allowed to engage subcontractors to perform services on the Project. No such assignment or delegation will relieve the party of its duties under this Agreement. This Agreement will be construed in accordance with the laws of the State of California. The parties submit to the jurisdiction of the appropriate court of Los Angeles County, California. This Agreement constitutes the entire agreement of the parties (superseding all prior agreements and understandings, oral or written) with respect to the subject matter hereof and shall not be modified or amended in any respect except in a writing IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above. Being of sound body and mind and able to legally enter into a contract, I agree to be bound to the above Agreement. Profit Sharer Miller _______________________________________(sign) _______________________________________(sign) _______________________________________(date) _______________________________________(date) __________________________________(spell name) __________________________________(spell name) Bryan

_____________________________________(address) _____________________________________(address) ____________________________________________ ____________________________________________ _______________________________________(phone) _______________________________________(phone)

Witness (sign): ________________________________ (sign):

Witness

Print Name/Address: ____________________________ Name/Address:

Print