CONFIDENTIAL

NON CIRCUMVENT AGREEMENT

(1122 UNIVERSITY, Berkeley Student Housing) 1. Parties and Definitions. This is an agreement made and effective as of January 23, 2012 by SAM KATZENBERG, GLOBAL ACQUISITION INVESTMENT NETWORK, LLC., SANDY DUNKLEY, CHARING CROSS CAPITAL, INC., Gerald C. Johnson, Kingdom Era Investments, LLC and John Tchetchenian, Weyland Management Group hereinafter collectively Consultants. Buyer and Consultants may be collectively referred to herein as the Parties. Consultants hereby agree to provide consulting services to Buyer with respect to that certain property known as 1122 University, Berkeley Student Housing; hereinafter the Property. Consultants shall assist Buyer with obtaining due diligence information respecting the Property, and with the submittal of offers to purchase. Buyer must perform its own due diligence and draw its own conclusions as to the suitability of the Property for its purposes. This Agreement is not an offer to buy or sell real property. 2. Compensation to Consultants. If, and only if, Buyer acquires a Property referred or introduced by Consultants, Buyer will pay a 3% (THREE PERCENT) commission fee and as the transaction moves forward, additionally the buyer will sign a Master Fee Agreement, known as an MFA per separate fee agreement. For purposes of this Agreement, a closing shall be deemed to have occurred and the Property acquired when Buyer receives the deed to or any other document evidencing whole or partial ownership of the Property or an entity controlling the Property. 3. Confidentiality. "Information," as the term is used herein, includes, inter alia, documents (both hard copy and electronic) oral discussions, and the identity of contact individuals and business associates. Receiving Party, as that term is used herein, shall include that Partys employees, officers, owners, attorneys, consultants, and similar professionals without the requirement of additional written agreements, so long as each such individual or entity is made aware of the confidential nature of any Information that is provided to them. Each party shall maintain the confidentiality of all information provided by the other Party and labeled "Confidential." The receiving Party shall use at least the same degree of care and diligence to protect such information as it uses to protect its own information. In addition, the receiving Party shall
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CONFIDENTIAL use and or disclose such information only in accordance with any express instructions received from the disclosing Party, and shall make any such disclosures subject to an agreement similar to this section 4. Any Information provided by one Party to the other Party hereunder shall be used solely to complete the transaction or transactions contemplated hereunder. 4. Non-Circumvention. Each Party herein recognizes that the identity and capacity of the clients and business associates of the other Party constitutes valuable proprietary business information, and is the property of the disclosing Party. The Parties recognize that the transactions contemplated will require the disclosure of such information. Therefore, each Party covenants and agrees that it will not do any act or thing to circumvent the other Partys participation in the above described transactions, and the receipt of compensation hereunder. At any time, when so requested by Consultants, Buyer shall provide (or cause a third party to provide) to Consultants true, correct and complete copies of any purchase or escrow documents relating to the subject matter of this Agreement in a timely manner. 5. Multiple Representation or Fees. Consultants may represent more than one Buyer through agreements similar to this Agreement or otherwise that relate to the same Project, Property or business transaction. However, Consultants will present to the seller or other party any written communication that Buyer directs Consultants to present thereto. By entering into this Agreement, Buyer hereby consents to such representation of multiple prospective Buyers by Consultants, and further agrees that Consultants have disclosed that they may be entitled to receive compensation from another party involved in the transaction, including sellers or lenders, in addition to any compensation to be paid by Buyer. 6. Liability and Relationship of Parties. With the exception of the obligations expressly set forth herein, neither Party shall be liable to the other party for (or shall be deemed to have provided any warranty to the other Party with respect to) any representation, occurrence, event, claim or loss arising out of or in any manner related to the transaction contemplated herein. This exclusion applies to, without limitation, liability arising out of reliance. Each Party is engaged by the other Party

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CONFIDENTIAL as an independent contractor solely for the provision of consulting services and shall not be considered by reason of this agreement or otherwise as being an agent or employee of the other Party or of any of its subsidiaries or affiliates. Each Party shall have the full power and authority to select the means, manner and method of performing services hereunder. 7. Heirs and Assigns. Each Party hereby agrees that this Agreement shall be binding upon his or its successors, agents, officers, employees, principals, attorneys, heirs, legatees, subsidiaries or firms in which each Party or any of his or its employees or principals have any interest. Each Party further agrees that it will not use assignments or transfers to or among entities or individuals to avoid payment of compensation otherwise due to Consultants pursuant to this Agreement or otherwise. 8. Governing Law, Authority, Attorneys Fees. This agreement shall be governed by the laws of the State of California, notwithstanding its choice of law provisions, and notwithstanding that the Property may be in another state. Each Party warrants that it has the right, power and capacity to enter this agreement. If any action is brought to enforce any provision of this agreement, the prevailing Party therein shall be entitled to recover its reasonable attorneys fees. 9. Integration, Counterparts, Electronic Signatures. This agreement contains the entire agreement of the Parties as to those matters contained herein and may only be changed or modified by a subsequent agreement in writing executed by the Parties. This agreement shall replace and supersede in all respects any and all prior agreements, promises or representations, written or oral, between the Parties with respect to the subject matter hereof. This agreement may be executed as two or more counterparts, each of which shall be deemed equal in legal effect. Electronic signatures or those transmitted by Fax or other electronic means shall be legally binding, as if they were original signatures. 10. Term and Survival The term of this agreement shall 24 months. The compensation obligations contained section 3 shall survive the expiration or termination this agreement if Buyer has submitted an offer, binding otherwise, or has done any other act or thing be in of or in

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CONFIDENTIAL furtherance of its purchase of property or participation in a transaction that is the subject matter of this Agreement. FOR SELLERS CONSULTANTS: Sam Katzenberg Sam Katzenberg DATE 1/23/2012

CONSULTANT: Sandy Dunkley Sandy Dunkley DATE 1/23/2012

INTERMEDIARY CONSULTANT:

Gerald C. Johnson
Gerald C. Johnson

DATE

1/23/2012

BUYERS CONSULTANT:

______________________DATE John Tchetchenian

BUYER:

______________________DATE

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