EQUITY PARTNERSHIP TERM SHEET

TERM SHEET

FOR DISCUSSION PURPOSES ONLY

This Term Sheet is provided for discussion purposes only. This term sheet is non-binding and does not constitute an offer to enter into a binding contract. Rather, the sole purpose of this term sheet is to facilitate negotiations between the parties which may or may not result in the formation of a binding contract. The parties to this term sheet acknowledge and agree that a binding agreement concerning the subject matter of this Term Sheet may only be reached as, if and when, all terms are reduced to a definitive written agreement which is signed by all parties.

BACKGROUND

A. Patrick A. Neely, LLC (“PN”) proposes to start an Investment Fund which will purchase a multi-family apartment complex (the “Real Estate”) with at least an average of 90% occupancy in the past three years (the “Initial Transaction”). The Investment Fund will be the acquiring entity of the Real Estate.

B. PN will obtain an equity interest in the acquiring entity and have control of the acquiring entity in consideration for its efforts in organizing the Initial Transaction. Additionally, an entity owned by PN will be retained as the property manager of the Real Estate pursuant to a written agreement.

C. PN has arranged for a loan to fund the purchase of the Real Estate, which loan he will guaranty. In order to obtain the loan, PN needs to raise Nine Million Dollars ($9,000,000.00) and therefore is seeking to obtain these funds from or through YOU (“YOU”) upon terms agreeable to the parties.

PROPOSED TERMS:

1. YOU shall raise Nine Million Dollars ($9,000,000.00) (the “Fund”) from nine (9) or less “Accredited Investors. Accredited Investors are defined in Rule 501 of Regulation D of the Securities Act of 1933. A copy of the Regulation is attached hereto and incorporated herein.

2. The Funds shall be placed in an escrow account until used to purchase the Real Estate.The escrow agent will be Weir & Partners, LLP.

3. The Real Estate is the Diamond Green Apartments, a new ground-up construction, 350-bedroom student housing opportunity at Temple University’s Main Campus in Philadelphia, Pennsylvania. Should the purchase of Diamond Green Apartments not be possible or determined not to be a good deal for any reason, then the Fund shall be used to invest in a similar investment. It is intended that the Real Estate will sold after a period of 5 to 6 years as long as the transaction is profitable at that time.

4. In exchange for raising the Funds, YOU will receive ___% of the amount YOU raise in Funds. YOU will receive an extra 0.5%, for a total of __ + .5%, of any amount YOU raise within the first thirty (30) days of an executed agreement between the parties. YOU are not entitled to any payment for funds raised by others.

5. The Accredited Investors will receive in consideration of their investment a monthly payment of $_________ once the Real Estate purchase is complete and the acquiring entity begins to receive rents. The Accredited Investors will also receive a payment should the Initial Purchase be sold.The Accredited Investors will either receive these payments pursuant to a loan arrangement or as owners of the Investment Fund, should the Investment Fund be the acquiring entity.

6. This is not a joint venture between PN and YOU.

7. YOU are welcome to invest if YOU qualify as an Accredited Investor in which case YOU will be treated the same as the other Accredited Investors.