LETTER OF INTENT FOR: HERITAGE HILLS COMMUNITY

LETTER OF INTENT FOR: HERITAGE HILLS COMMUNITY January 5, 205 2 Partially Completed Single Family Lots (65' x 5' typical) 46 Completed Townhome Pads (22' x 50' typical) Sale. This letter of intent outlines some basic terms and conditions under which we have an interest in selling to you the above referenced property. Form of Transaction: The transaction is contemplated to be a sale of all remaining townhome pads and single family lots in Heritage Hills, both completed and uncompleted. Buyer is to assume all obligations of the developer under this transaction Seller: Purchase Property: Heritage Hills Investment Partners, LLC Located in Metro Nashville & Davidson County and Mt. Juliet, TN See Exhibits A & B attached. Purchase Price: The Purchase Price is $,53,000 Unit Type Units Total Land Price Purchase Price Calculation Land Price Per Unit Estimated Cost to Complete per Unit Total Land and Estimated Cost to Complete Per Unit Townhome 46 $ 598,000 $ 3,000 $ 4,070 $ 7,070 Single Family 2 $ 95,000 $ 7,500 $ 20,92 $ 27,692 Total 58 $,53,000

Description of Improvements: Roads: The property was initially developed in 2007. The main street into the community, Lady Nashville Drive is complete, except for the final surface coat, within the Townhome section to the entry of the Single Family Section. The roads in the Single Family Section appear to be on subgrade. Some final grading is needed prior to placement of base stone. See Road Plan Exhibit C attached. Sanitary Sewer: Complete, approved and active within the Townhome Section. The sanitary sewer is complete and inspected within the Single Family Section except for a 600 foot section of offsite sewer. The manholes in the Single Family Section need to be cleaned out of debris, need the top collar and need the sewer lids. CPS obtained the easement for the offsite sewer. See Sewer Plan Exhibit D attached. Water: Complete within the Townhome Section. None in the Single Family Section which is partially within the Metro Water System (76 lots) and partially within the West Wilson Utility District (36 lots). The water plan for Metro is complete and approved. The water plan for West Wilson Utility District has not been designed. See Water Plan Exhibit E attached. Storm Drainage: Complete within the Townhome Section. Partially installed within the Single Family Section. See Storm Water Plan Exhibit F attached. Grading: The townhome pads appear to be on plan grade. The single family lots will be improved by excavating the lots on the high side of the roads and filling the lots on the low side of the roads. See Grading Plan Exhibit G attached. Estimated Cost to Complete: The following estimates are provided by Seller to allow Buyer as additional information. Seller obtained estimates from an engineer and site work contractor in 2009. Seller has also estimated the cost to complete improvements in 203 based on full working drawings, past experience and contractors bids on other projects within the last 6 months. However, Seller makes no warranties related to such estimates. Estimated Cost To Complete Item Description Engineer's Estimate 2009 Single Family Section Contractor's bid 2009 CPS Land 204 Mobilization $ 25,000 $ 0,000 Erosion Conrol $ 4,895 $ 2,000 Mass Earthwork $ 54,687 $ 27,655 $ 245,000 Storm Drainage $ 275,478 $ 277,64 $ 323,000 Sanitary Sewer $ 39,03 $ 46,28 $ 20,000 Water $ 344,896 $ 407,05 $ 40,000 Elec, CATV $ 254,68 $ 256,24 $ 202,000 Comments CPS and engineer include 600 feet of offsite sanitary sewer. No construction documents for West Wilson UD portion of the site. Assuming blasting for road included drill and shoot for utilities.

Fine Grading $,20 $ 9,000 Estimated cost to finish road grading. Replace Topsoil $ 86,477 $ 38,000 CPS estimate of ' deep 0 ' behind curb Paving, curbs & Topcoat $ 457,627 $ 55,532 $ 546,000 Infrastructure Subtotal $,763,90 $,756,302 $,925,000 Contingency $ 96,250 5% of estimated cost Entry $ 40,000 Buffers $ 20,000 WWUD Fees $ 22,700 Street Signs $ 2,500 Engineering $ 45,000 Total Site Development Estimate $,763,90 $,756,302 $ 2,26,450 $,700 per lot (capacity and lot fee) for 36 lots plus 5% design and review fee. Estimated Cost Per Lot (2 Lots) $ 5,749 $ 5,68 $ 20,92 Item Description Townhome Section CPS Land 204 Comments Topcoat roads $ 25,000 Surface layer on existing roads after current work is complete. Repair curbs $ 7,000 After current work is complete. Final pavement striping $ 0,000 Direction arrows and crosswalks Sidewalks $ 26,200 5' wide walks per approved plans Clean out and reshape detention pond $ 35,000 Pond functions and has the required volume but may need slight reshaping. Street Trees $ 26,000 As approved in the final plans Misc. Engineering, Plat and As-Builts $ 35,000 Plat of Bolivia Ct. and utility asbuilt plans. Add 4 Street Lights $ 8,000 Along Lady Nashville Drive. Replace Elec. Pads $ 2,500 Misc clean up $ 2,500 Total Site Work on Townhome Section $ 87,200 Estimated Cost Per Townhome Pad (46) $ 4,070

A detailed breakdown of the CPS cost estimate is included as Exhibit "H". Bonds: Seller currently has a bond in the amount of $29,000 for the infrastructure items listed above under Town Home Section. Buyer will assume the responsibility for this bond and the associated punch list items. Initial Earnest Money: $25,000 of earnest money, which is fully refundable, is due at the execution of contract. All earnest money is to be deposited with Tune Entrekin White, Escrow Agent. Inspection Period: Closing Period: Buyer shall have an inspection period of 45 days after the contract effective date. Closing shall occur within 30 days from the end of the Inspection Period at which time $25,000 of the earnest money shall be credited toward the Purchase Price. Site Access: Buyer agrees to provide Seller or Seller s designated contractors and builders, full access through the Purchase Property Buyer has installed a cable just past the intersection with Lady Nashville Court. Seller can open the lock for those wishing to visit the site. Seller s Costs: Buyer s Costs: Roll back taxes, delinquent taxes, pro rata portion of current year taxes, Seller s legal fees. Cost of any inspection and reports beyond what Seller has currently completed and will provide, cost of recording and transfer of taxes on the deed, buyer s legal fees, and owner s title insurance policy. The cost of engineering and other costs involved in any re-approval or platting process is to be paid by Buyer, directly to Buyer s consultants. Commission: No real estate agents have been involved in this transaction. Water and Sewer Fees: As far as Seller knows, no water or sewer capacity fees have been paid to Metro, Mt. Juliet or the West Wilson Utility District for the Single Family Section of the Property. Seller makes no warranty on any sewer and water fees that may be assessed by Metro, Mt. Juliet or the West Wilson UD in the future, however below is a list of fees that Seller has paid for past projects.

Estimated Utility Fees: Mt. Juliet / Wilson County Estimated Development Fees Item Cost Per Unit Comments S. Sewer Capacity Fee $ 2,500.00 S. Sewer Inspection Fee 5% of const. costs Road Inspection Fee $ 4.25 Per linear foot of road Water Capacity Fee $,700.00 Water Design and Inspection Fee $ 62,000.00 5% of system cost County Facility Tax $ 3,000.00 Per home at building permit Metro Nashville Davidson County Estimated Development Fees Item Cost Per Unit Comments S. Sewer Capacity Fee $ 2,000.00 Per unit Water Capacity Fee $,000.00 Per unit Other: ) The Property is sold as-is with no warranty made unless noted otherwise. 2) Buyer agrees that any assignment to be agreed upon by Seller. 3) Property taxes will be pro rated to date of closing. 4) Seller will convey, by full special warranty deed, marketable and insurable fee simple title to the Property, subject to easements and restrictions of record, including all improvements, personal property and appurtenances thereto. 5) There will be no liens or claims against the Property except for current property taxes, and those other items specifically approved in writing by the Buyer. 6) All offsite sewer extensions have been completed to the Purchase Property to permit sewer access for all lots. 7) The terms of this letter of intent are subject to the approval and notification of the members of Heritage Hills Investment Partners. 8) All parties hereto have executed this non-binding Letter of Intent in order to express their intent to move forward in good faith and with all due diligence toward consummating the subject transaction pursuant to the above propositions. Upon receipt of this Letter of Intent, we shall prepare a formal contract, including the above and all other clauses usually found in a transaction of this nature, for execution by all parties. The contract will address specific issues including dedication of open space requirements, and the grade and utility interface with existing development and with the adjacent landowner off-site sewer easement. Allen Patton, Chief Manager Heritage Hills Investment Partners, LLC Accepted by: Buyer

Exhibit A Location Map Andrew Jackson Pkwy. Lebanon Pk Wilson County Tulip Grove Rd. SITE Metro Davidson County Photo Date August 20

Exhibit "H" Detailed Infrastructure Cost Estimate by CPS Heritage Hills Cost Estimate by CPS Single Family Section Item # Description Est. Quantity / Units Unit Unit Price Total Road and Site Grading / Prep Fine Grade Road Field Engineering 6,000 LF $ 3.7 $ 9,000 LS $ 7,500.00 $ 0,000 Strip Topsoil (' deep) 4,074 Topsoil Replacement (' deep 0' behind curb) 4,074 Erosion Control 2 Seed and mulch (0' behind curb 5 CY $ 2.50 $ 0,000 CY $ 4.00 $ 6,000 Lot $ 00.00 $ 2,000 AC $ 800.00 $ 2,000 Subtotal Road and Site Prep $ 79,000 2 Paving and Curbs 8" Stone base 2" Binder.5" topcoat Curb and Gutter Extruded Curb (Wilson County) 8,255 6,500 6,500 8,400 4,000 SY $ 7.50 $ 37,000 SY $ 8.00 $ 32,000 SY $ 9.00 $ 49,000 LF $.00 $ 92,000 LF $ 4.00 $ 6,000 Lane Markings LS $ 20,000.00 $ 20,000 Subtotal Paving and Curbs $ 546,000 3 Sanitary Sewer 8" DIP 500 LF $ 65.00 $ 32,500 Manhole Manhole Collar and Cover and re grout 37 LS $ 2,000.00 $ 2,000 EA $ 500.00 $ 8,500 Clean out manholes 36 EA $ 250.00 $ 9,000

Clean and test lines LS $ 43,000.00 $ 43,000 Locate services 75 EA $ 200.00 $ 5,000 Subtotal Sanitary Sewer $ 20,000 4 Water 8" Water Water Services 5,000 2 LF $ 60.00 $ 300,000 EA $ 800.00 $ 90,000 Fire Hydrants 8 EA $ 2,500.00 $ 20,000 Subtotal Water $ 40,000 5 Storm 8" RCP 24" RCP 30" RCP 36" RCP 57 2,55 55 495 LF $ 48.00 $ 27,400 LF $ 55.00 $ 40,000 LF $ 68.00 $,000 LF $ 75.00 $ 37,000 42" RCP 240 LF $ 90.00 $ 22,000 Drill and Shoot LF $ 3.00 $ Single Inlet Double Inlet Triple Inlet 27 2 EA $,650.00 $ 45,000 EA $ 2,500.00 $ 28,000 EA $ 3,300.00 $ 6,600 Headwall 5 EA $,200.00 $ 6,000 Subtotal Storm Water $ 323,000 6 Electric Trenching Ground wire 3" Elect 2" Phone CATV labor only Transformer Pad Street Light Pedestal In and out sweeps 6,000 6,000 6,000 6,000 6,000 2 5 00 LF $ 7.00 $ 02,000 LF $ 4.40 $ 26,400 LF $ 2.50 $ 5,000 LF $.50 $ 9,000 LF $ 0.50 $ 3,000 EA $ 300.00 $ 3,600 EA $,500.00 $ 23,000 EA $ 200.00 $ 20,000

7 Misc Subtotal Electric $ 202,000 Lot Grading 39,000 CY $ 5.00 $ 95,000 Rework drainage ditch LS $ 50,000.00 $ 50,000 Sub Total Misc. $ 245,000 Grand Total $,925,000 Townhome Section Item # Description Est. Quantity / Units Unit Unit Price Total Roads 2 Curbs 3 Pavement Striping 4 5' Wide Sidewalks 5 Detention Pond 6 Street Trees 7 Replace Electric Pads 8 Street Lights 9 Misc Clean up 2,877 250 7,706 74 5 4 SY $ 8.69 $ 25,000 LF $ 28.00 $ 7,000 LS $ 0,000.00 $ 0,000 SF $ 3.40 $ 26,200 LS $ 35,000.00 $ 35,000 $ 350.00 $ 26,000 Ea $ 500.00 $ 2,500 Ea $ 4,500.00 $ 8,000 LS $ 2,500.00 $ 2,500 0 Misc Engineering LS $ 22,500.00 $ 22,500 Total $ 74,700 The above estimates are provided by Seller to allow Buyer as additional information. Seller has also estimated the cost to complete improvements in 204 based on full working drawings, past experience and contractors bids on other projects within the last 6 months. However, Seller makes no warranties related to such estimates.