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									                          TENANTS-IN-COMMON AGREEMENT
                               ADDRESS CITY California

      This TENANTS-IN-COMMON AGREEMENT ("Agreement") is made and entered into
on DATE, among the undersigned co-owners ("Co-owner" or collectively "Co-owners").

                                          I. RECITALS

       A.      The Co-owners desire to acquire, hold, maintain, keep in repair, rent and/or sell or
exchange, as tenants-in-common (co-owners), that certain real property more fully described in
Exhibit "A" attached hereto and incorporated herein by this reference (the "Property").

       B.      The Co-owners have discussed the co-ownership of the Property and have
concluded that to avoid conveyance and ownership problems created by death, bankruptcy or
insolvency, disputes and the like, it is in the best interest of each Co-owner that the holding of
the Property be governed by an agreement which defines the rights and obligations of each Co-
owner in the form of this Agreement and in compliance with IRS Revenue Procedure 2002-22.

                                        II. AGREEMENT

      NOW THEREFORE, in consideration of the foregoing Recitals and the conditions and
covenants hereinafter contained, the parties agree as follows:

1.      Parties. The Co-owners hereby agree that their interests in the Property shall be governed
by this Agreement. The name, address and respective interest of each Co-owner are set forth on
Exhibit "B" attached hereto and incorporated herein by this reference. The number of Co-owners
shall be no more than thirty-five (35) persons.

2.      Title to the Property. Concurrently with the recordation hereof, title to the Property
shall be acquired by, and in the name of, the Co-owners as their interests appear in Exhibit "B"
attached hereto and by this reference incorporated herein, and shall thereafter be held in the name
of the Co-owners as tenants-in-common.

3.       No Treatment of Co-ownership as an Entity. The Co-owners shall not file a
partnership or corporate tax return, conduct business under a common name, execute an
agreement identifying all or any part of the Co-owners as partners, shareholders, or members of a
business entity, or otherwise hold themselves out as a partnership or other form of business entity
(nor may the Co-owners hold themselves out as partners, shareholders, or members of a business

4.     Co-ownership Agreement. It is the intent of the Co-owners that this Agreement be
recorded and run with the Property.

5.      Voting. Co-Owners shall have the right to approve the hiring of any property manager,
the sale or other disposition of the property, any leases of a portion or all of the property, or the
creation or modification of a blanket lien. Any sale, lease, or re-lease of any portion or all of the
                                        PAGE - 1 OF 9                                              1
Property, any negotiation or re-negotiation of indebtedness secured by a blanket lien, the hiring
of any property manager, or the negotiation of any property management agreement (or any
extension or renewal of such contract) must be by unanimous approval of all Co-owners. For all
other actions on behalf of the co-ownership, the Co-owners shall be bound by the vote of those
Co-owners holding more than fifty percent (50%) of the undivided interest in the property.
Pursuant to Section 12 below, a Tenant who has consented to an action in conformance with this
Section 5 will provide the property manager or other person with a power of attorney to execute
a specific document (such as a lease) with respect to that action, but will not provide the property
manager or other person with a global power of attorney.

6.      Restrictions on Alienation. Each Co-owner shall have the right to transfer, partition,
and encumber the Co-owner’s undivided interest in the Property without the agreement or
approval of any person. However, restrictions on the right to transfer, partition, or encumber
interests in the Property are subject to the requirements of a lender so long as such requirements
are consistent with customary commercial lending practices. In addition, the Co-owners agree as

        a.      Buy-Out Rights. In the event of a divorce, bankruptcy, death, default or any
other event that would cause an interest of a Co-owner to be either voluntarily or involuntarily
alienated to a party that is not a tenant in common, then such an event shall constitute an offer (or
option to the remaining Co-owners) to sell such Co-owner’s interest on terms and conditions of
this agreement to the remaining Co-owners.

       b.      Terms of Buy-Out. Any right to buy-out or compel sale of the property shall be
exercised as set forth below.

               1.      Manner of Exercising Option. The Option may be exercised by the
       remaining Co-owners by delivering to the withdrawing or defaulting Co-owner, within
       thirty (30) days from notice of the event giving rise to the option, written notice of the
       exercise which shall state that the option, written notice of the exercise which shall state
       that the option is exercised without condition or qualification.

               2.      Option Price. The Option Price shall be determined by reference to the
       section entitled Purchase of a Co-owner’s Interest below.

       c.      Purchase of a Co-owner’s Interest. The purchase price for a buy-out shall be
determined as follows:

               Determination of the Purchase Price. The determination of the Purchase Price
       shall be set in accordance with the formula set forth below.

                      i.     Fair Market Value. The Fair Market Value of the subject
               property shall be set by the Co-owners or their authorized representatives
               (sometimes hereinafter referred to as “party” or “parties”). If these parties cannot
               agree within 30 days after the date of notice of buy-out is given, then the Fair
               Market Value shall be determined by appraisal in accordance with the appraisal
                                        PAGE - 2 OF 9                                              2
                procedure set forth below. No discount shall be made because the subject interest
                is a fractional interest.

                        ii.     Appraisal Procedure. The Fair Market Value shall be determined
                by an appraisal of the property. Each party shall have the right to appoint an
                appraiser. Any and all appraisers must be qualified independent appraisers with
                at least 5 years experience in the valuation of real property in Kern County State
                of California. Each party agrees to obtain a qualified independent appraisal
                within 30 days of the date notice of exercise of the option is given. The parties
                agree to exchange the appraisal reports as soon as they are received. If the
                appraisal reports are within 10% of one another, then the Fair Market Value shall
                be the average of the two appraisals. If the value set forth in the appraisals is
                more than 10% of one another and if the parties cannot agree to the valuation of
                the property, then the appraisers employed by the parties shall select a neutral
                third party appraiser whose decision shall be binding.

                                Such evaluation shall be binding on all parties. Each party shall
                pay for his own appraiser and shall pay one-half of the neutral appraiser fee.
                During the pendency of the appraisal, the provisions of this agreement and the
                obligations of the parties remain in full force and effect.

                        iii.    Purchase Price of Interest. The purchase price of the interest
                shall be established in accordance with the appraisal procedures set forth herein.
                The withdrawing Co-owner’s interest shall be the withdrawing Co-owner’s
                percentage interest (set forth in paragraph 2 adjusted as set forth elsewhere in the
                agreement) less that party’s pro rata interest in all outstanding property liens and
                outstanding property expenses (which include costs incurred but not yet paid (i.e.
                property taxes). If the withdrawing Co-owner is in default due to failure to pay
                that party’s share of property expenses, then the payment to a withdrawing Co-
                owner shall be offset by any amounts so owned.

                       iv.     Status of Withdrawing Partner. Until the purchase price is
                determined, a withdrawing party remains a party subject to all provisions of this
                agreement. Once the purchase price is determined and the purchase price paid,
                then the withdrawing party shall no longer be a party to this Tenants-in-Common

                     v.    Status of New Tenant in Common Owner. Any new tenant in
                common owner shall be subject to this Tenants-in-Common Agreement.

         d.     Payment of Purchase Price.

         If the withdrawing party’s interest is sold to a third party or if there is a voluntary sale to
any of the tenants in common, then the purchase price shall be paid as the parties agree. If the
withdrawing party’s interest is involuntary alienated, then the purchase price for the withdrawing
                                          PAGE - 3 OF 9                                               3
party’s interest shall be paid in cash within ninety days (Interim Period) of the determination of
the buy-out price. During the Interim Period, the purchase price shall be secured by the
withdrawing party’s interest with interest accruing on the payment at the interest rate in effect as
posted in the Money Rates column of the Wall Street Journal on the date the buy-out price is

       e.        Default Defined.

                 1.    Failure to pay any obligation on thirty (30) days after notice sent;

                 2.    Failure to perform any other obligation required by this Agreement after

       f.        Cure of Default.

               1.     If any party makes any payment that is the obligation of the defaulting
       party, then the defaulting party may cure such default by reimbursement to the non-
       defaulting party (or paying party) such payment plus interest at the rate of ten percent
       (10%) per annum within 30 days of written notice.

               2.    Failure to cure default within 30 days of written notice constitutes an
       irrevocable offer to sell to the remaining parties the defaulting party’s partnership

               3.      Costs paid by the non-defaulting party shall be offset and the defaulting
       party’s partnership interest. Such costs shall include out-of-pocket costs plus reasonable
       attorneys’ fees and any arbitration or court costs.

7.      Sharing Proceeds and Liabilities upon Sale of Property. If the Co-owners elect to sell
the Property, any debt secured by a blanket deed of trust or other secured lien must be first
satisfied and the remaining sales proceeds (or losses) shall be distributed to the Co-owners in
their proportionate share.

8.      Proportionate Sharing of Profits and Losses. Each Co-owner shall share in all
revenues generated by the Property and all costs associated with the Property in proportion to the
Co-owner’s undivided interest in the Property. Neither the other Co-owners nor the property
manager may advance funds to a Co-owner to meet expenses associated with the Co-ownership
interest, unless the advance is recourse to the new owner and is not for a period exceeding thirty-
one (31) days.

9.      Proportionate Sharing of Debt. The Co-owners shall share in the indebtedness secured
by a blanket deed of trust or other security lien in proportion to their respective undivided

10.     Options. A Co-owner may grant an option to purchase the Co-owner’s undivided
interest (“call option”), provided that the exercise price for the call option reflects the fair market
                                         PAGE - 4 OF 9                                               4
value of the Property determined as of the time the option is exercised. For this purpose, the fair
market value of an undivided interest in the Property is equal to the Co-owner’s percentage
interest in the Property multiplied by the fair market value of the property as a whole.

11.    No Business Activities. The Co-owners’ activities are be limited to those customarily
performed in connection with the maintenance and repair of commercial real property for rent.

12.    Management and Brokerage Agreements. The Co-owners may enter into brokerage
agreement for a period of time until the property is sold, with a real estate broker, who may be a
Co-owner or affiliate of a Co-owner. It is contemplated that the Co-owners will initially enter
into a Agency Listing agreement with _________________ Real Estate Company (“Listing
Agent”). The Listing agreement will authorize the Listing Agent to market the property for sale.
The cost to be paid to the listing agent shall be 0.0f sales price plus a 00.00 fee.

13.     Leasing Agreements. All leasing agreements shall be bona fide leases for federal tax
purposes. Rents paid by the lessee must reflect the fair market value (rental value) for the use of
the Property. The determination of the amount of the rent must not depend, in whole or in part,
on the income or profits derived by any person from the Property leased (other than the amount
based on a fixed percentage or percentages of receipts or revenue).

14.     Loan Agreements. The lender with respect to any debt that encumbers the Property as a
whole or with respect to any debt incurred to acquire an undivided interest in the Property may
not be related to any Co-owner, the property manager, or any lessee of the Property.

15.     Payments to Sponsor. The amount of any payment to a sponsor for the acquisition of
the Co-ownership interest (and the amount of any fees paid to a sponsor for services) must reflect
the fair market value of the acquired Co-ownership interest (or services rendered) and may not
depend, in whole or in part, on the income or profits derived by any person from the Property.

16.     Right of First Refusal. If any Co-Owner desires to sell or exchange his interest, he shall
give written notice to the other Co-Owners of his intent to do so. No Co-Owner shall make a
partial transfer of his interest in the subject property. The notice shall set forth the purchaser’s
name, terms on which the entire interest is to be sold or exchanged, and the price. For 30 days
after notice is given, the remaining Co-Owner shall have the right to purchase the selling Co-
owner’s entire interest for the price and on the terms set forth in the notice. If the remaining Co-
owners do not exercise their rights to purchase the selling Co-owner’s interest, then the offering
party may, within 40 days from the date notice is given to the remaining Co-owner, and on the
terms and conditions stated in the notice, sell or exchange the selling Co-owner’s interest to the
purchaser named in the notice on the same terms and conditions. Any purchaser shall be bound
by the terms of this Agreement.

17.    Unenforceable Terms. If that any provision of this Agreement shall be unenforceable or
inoperative as a matter of law, the remaining provisions shall remain in full force and effect.

18.    Time is of the Essence. Time is of the essence of this Agreement and of each provision
contained herein.
                                        PAGE - 5 OF 9                                             5
19.     Governing Law. The validity, interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of California.

20.     Amendments. This Agreement is subject to amendment only by a writing signed by each
Tenant. Any amendment or modification of this Agreement shall be dated, and where any
conflict arises between the provisions of such amendment or modification and provisions
incorporated in earlier documents, the most recent provisions shall be controlling.

21.    Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon
the Co-owners and their respective heirs, successors, legal representatives and assigns.

22.     Entire Agreement. This Agreement contains the entire agreement among the Co-owners
and supersedes any prior written or oral agreement among said parties concerning the subject
matter contained herein. Except for representations and agreements contained in documents
relating to the original purchase of a Co-owner's interest, which are hereby incorporated herein,
there are no other representations, agreements, arrangements or understandings, oral or written,
between or among the Co-owners relating to the subject matter contained in this Agreement,
which are not fully expressed herein.

23.     Counterparts. This Agreement may be executed in counterparts and transmitted via
facsimile, with each facsimile copy being deemed to be an original, but such counterparts, when
taken together, shall constitute but one agreement.

24.    Caption Headings. Captions at the beginning of each numbered Section of this
Agreement are solely for the convenience of the parties and shall not be deemed part of the
context of this Agreement.

25.     Negotiated Transaction. The provisions of this Agreement were negotiated by all of the
parties hereto and said Agreement shall be deemed to have been drafted by all of the parties

26.    Further Assurances. Each Co-owner hereby agrees to promptly sign any additional
instruments or documents that are necessary or appropriate to carry out the purpose of this

27.     Power of Attorney. To the extent permitted under this Agreement, each Co-owner
hereby makes, constitutes, and appoints Name, a principal of Name, the property manager of the
Property, with full power of substitution and re-substitution, his true and lawful attorney-in-fact
for him/her and in his/her name, place and stead and for his/her use and benefit to sign, execute,
certify, acknowledge, file and record all instruments that may be appropriate in connection with
this Agreement and the Property, including without limitation, leases, amendments and
documents relating to the leasing activities of the Property. Each Co-owner reserves the right to
revoke the Power of Attorney referenced in this section by giving Michael Quarles 30 days
written notice of such revocation.

                                        PAGE - 6 OF 9                                            6
28.   1031 Exchange. Each Co-owner agrees to cooperate in a tax deferred exchange Internal
Revenue Code Section 1031 without cost or liability to the other.

29.     Attorney Fees. Should any party to this Agreement file suit against any other party, then
the prevailing party shall be entitled to attorney fees and costs.

This Agreement is executed as of the date first written above at Bakersfield, California.


____________________________                            ____________________________
Owners name

____________________________                            ____________________________
Owners name.

__[Attach acknowledgment of signatures by a licensed Notary Public for each party to the

                                        PAGE - 7 OF 9                                           7
         EXHIBIT "A"

        PAGE - 8 OF 9           8
                EXHIBIT "B"


               PAGE - 9 OF 9                        9

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