Non-Disclosure Agreement

To Whom It May Concern:

In connection with a possible transaction between Affordable Housing Alliance II, Inc., dba Integrity Housing ("we", "us" or "Integrity"), and

("you," or "your firm"), hereinafter referred to as (the "Transaction"), we anticipate that we may disclose to you certain written non-public, confidential or proprietary information concerning the property referenced herein. We therefore propose the following agreement:

1. In consideration for entering into discussions with you concerning a potential Transaction, you hereby agree to keep confidential and not disclose any written non-public, confidential or proprietary information (the "Information") concerning us or the Transaction that has been received directly or indirectly by you from us or our officers, directors, employees, members, consultants, attorneys, accountants, affiliates, or agents (collectively, "Representatives"), provided, however, that you may reveal such portions of the Information (i) as required by applicable law, regulation or legal process; and (ii) to your Representatives and co-investors who need to know the Information in connection with the Transaction, who are informed by you of the confidential nature of the Information and who agree to keep such Information confidential. You will cause your Representatives and/or co-investors to observe the terms of this agreement and will be responsible for any breach of this agreement by any of your Representatives or co-investors.
2. The obligation of confidentiality contained herein shall not extend to Information which: (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives; (ii) was available to you on a non-confidential basis prior to the date hereof; (iii) becomes available to you on a non-confidential basis from a source other than us or our Representatives, provided that such source is not, to your knowledge, either (a) bound by a confidentiality agreement with us or (b) otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation; or (iv) was independently developed by you.
3. If you or any of your Representatives are required by applicable law, regulation or legal process to disclose any of the Information, you will notify us promptly, so long as giving such notice is practicable and legally permissible, so that we may seek a protective order or other appropriate remedy or, in our sole discretion, waive compliance with the terms of this paragraph. In the event that no such protective order or other remedy is obtained or we do not waive compliance with the terms of this paragraph, you will furnish only that portion of the Information that you are advised by counsel is legally required and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Information.
4. All documents and materials containing Information furnished to you hereunder shall remain our property, and you agree, upon our written request, to use your commercially reasonable efforts to either (at your option) promptly return to us all such documents and materials or to destroy all copies thereof with the exception of one copy of all Information which you may keep for legal and compliance purposes.
5. You recognize and acknowledge the competitive value and confidential nature of the Information and the potential damage that could result to us if such Information is disclosed to any third party. You also acknowledge that any breach of this agreement will cause irreparable harm to us and that money damages will not provide an adequate remedy of such breach. You therefore agree that we may obtain injunctive or other equitable relief in our favor as a remedy for any such breach, in addition to all other remedies now or hereafter existing at law, in equity, by statute or otherwise.
6. This agreement shall be construed in accordance with the laws of the State of California without giving effect to its conflicts of law provisions. Each party hereby (a) submits to the exclusive jurisdiction of any State and Federal courts sitting in the County of Orange, State of California, with respect to all actions and proceedings arising out of or relating to this agreement; (b) agrees that all claims with respect to any such action or proceeding may be heard and determined in such California State or Federal court; (c) waives the defense of an inconvenient forum; (d) consents to service of process upon it by mailing or delivering such service to an agent in California; and (e) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This agreement contains the entire agreement between you and us concerning the confidentiality and use of the Information, and no modifications of this agreement or waiver of the terms and conditions hereof will be binding upon you or us, unless approved in writing by each of you and us. Furthermore, this agreement does not in any way constitute an obligation to enter into a further business relationship.
7. The parties hereto agree that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. In the event that any provision or portion of this agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this agreement shall be unaffected thereby, and shall remain in full force and effect to the fullest extent permitted by applicable law.

If the foregoing is acceptable to you, please indicate your acceptance thereof by signing below and submitting this form.

Very truly yours,

Affordable Housing Alliance II, Inc., dba Integrity Housing

Philip Wood, Vice President