Inspired Builders, Inc. (Form: 8-K, Received: 06/24/2013 16:31:34)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2013

INSPIRED BUILDERS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		333-171636		27-1989147
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

233 Wilshire Boulevard

Suite 830

Santa Monica, CA 90401

(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code: +1 (310) 526-8400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

In furtherance of the stated intention of to own real estate as well as financial interests in real estate, Inspired Builders, Inc. (the “ Company ”) has entered into an agreement to acquire unimproved real estate in Florida and has agreed in principle to acquire a senior subordinated note secured by real property and improvements located in Los Angeles, California.

Agreement to Purchase of Duval Property

On June 24, 2013 the Company entered into an agreement with a third party to purchase a parcel of undeveloped land in Duval County Florida. The purchase price for the Duval property is $1,350,000, payable as to $750,000 by the Company’s delivery of its 3% $750,000 note and mortgage due June 15, 2014. The $600,000 balance of the purchase price was paid by the issuance to the seller of 100,000 shares of the Company’s common stock, $0.001 par value per share, which was valued by the parties at $6.00 per share

Proposed Purchase of Holloway Property Senior Subordinated Note

On June 24, 2013, the Company reached an agreement in principle with NORe Capital LLC (“ NORe ”) to purchase from NORe a 10% $19,000,000 senior subordinated note of a California limited liability company (the “ Borrower ”) due June 30, 2020 (the “ Note ”). The Note is secured by a second deed of trust on a residential boutique hotel located at 8465 Holloway Drive, Los Angeles CA 90069 (the “ Holloway Property ”) The Note will accrue interest for three years and thereafter be payable as to interest only until the June 30, 2020 maturity date. Payments and remedies under the Note will be subject and subordinated to a first deed of trust and note on the Holloway Property held by a Los Angeles based bank (the “ Senior Lender ”), pursuant to a subordination agreement to be entered into among the Borrower, the Company and the Senior Lender.

In consideration for the purchase and assignment of the Note, the Company will pay consideration of $19,000,000 by issuance to NORe if an aggregate of 2,000,000 shares of Company common stock, valued at $6.00 per share (the “ ISRB Shares ”) and the Company’s 2% $7,000,000 note payable on June 30, 2020 (the “ ISRB Note ”). Interest on the ISRB Note shall accrue for 36 months and thereafter shall be payable quarterly.

It is anticipated that the execution of definitive agreements and the exchange of the Note for the ISRB Shares and ISRB Note will occur on or before June 30, 2013.

In a related development, the Company is in negotiations with a third party to provide approximately $2,610,000 of loans to ISRB, the first $1,100,000 of proceeds of which are anticipated to be funded by June 30, 2013 with an additional $1,510,000 to be funded on or before July 31, 2013. The proceeds of the loans will be used, to reduce to approximately $13,000,000 the outstanding principal amount of the note and first deed of trust on the Holloway Property payable to the Senior Lender, and to defray certain payments, including taxes and anticipated capital expenditures to improve the Holloway Property. In consideration for such loans, it is anticipated that the Company will issue to the lender its 8% note due on the earlier of June 30, 2020 or receipt of net proceeds in excess of $5,000,000 that the Company may obtain in the future from any one or more debt or equity financings.

There is no assurance that the Company will receive the initial $1,100,000 of proceeds of such loans; failing which the Company will not consummate its acquisition of the Holloway Property Note, as set forth above.

Item 8.01 Other Matters

As set forth in the press release issued in May 2013, the Company’s board of directors has determined that conversion of the Company’s corporate status to that of a real estate investment trust (a “REIT”) would best support the company’s strategic direction. Accordingly, the board has passed and adopted a resolution for the Company to be treated as a REIT and will designate its tax status on Form 1120 to be filed with the IRS for the tax year 2013.

Item 9.		Exhibits

Exhibit 10.1		Purchase and Sale Agreement between the Company for the Duval property

Exhibit 10.2		Assignment of Special Warranty Deed to the Duval property to the Company

Exhibit 10.3		Secured $750,000 promissory note of the Company.

Exhibit 10.4		Mortgage and Security Agreement on the Duval property.

Exhibit 10.5		Form of proposed Securities Exchange Agreement for the acquisition of the $19,000,000 senior secured Holloway Note

Exhibit 10.6		Form of $19.0 million Senior Subordinated Note of Pali-Holloway to NORe Capital to be sold and assigned to the Company;

Exhibit 10.7		Form of Subordination Agreement among the Company and the Senior Lender.

Exhibit 10.8		Press Release dated May __, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 24, 2013	INSPIRED BUILDERS, INC.

	By:	/s/ Matthew Nordgren
		Matthew Nordgren,
		Chief Executive Officer

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into effective as of June 15, 2013 ("Effective Date"), by and among BONAIR, LLC, a Nevada limited liability company, whose mailing address is One Corporate Plaza Drive, Suite 110, Newport Beach, CA 92660 ("Seller"), and INSPIRED BUILDERS, INC., a Nevada corporation, whose address is 233 Wilshire Boulevard, Santa Monica, CA 90401, or its designee ("Buyer").

A. Seller is the owner of the fee simple interest in the Property (as hereinafter defined).

B. Seller and Buyer wish to set forth herein the terms for Buyer's purchase and Seller's sale of the Property.

In consideration of the recitals set forth herein above, which are incorporated herein by this reference, the mutual covenants and conditions of this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1 DEFINITIONS

Section 1.1 Definitions.

For the purposes of construing and interpreting this Agreement, the terms defined in Section 1.2 when written with initial capital letters in this Agreement shall have, throughout this Agreement, the meaning given such terms in Section 1.2 below. The terms defined herein may be used in the singular or the plural or in varying tenses or forms, but such variation shall not affect the meaning of such terms set forth in Section 1.2 below so long as those terms are written in initial capital letters. When such terms are used in this Agreement but are written without initial capital letters, such terms shall have the meaning they have in common usage; provided, however, that where legal, technical or trade terms are used (as they would be understood in the State of Florida) such terms are to be given their legal, technical or trade usage meanings.

Section 1.2 Terms Defined.

1.2.1. "Agreement" shall mean this Purchase and Sale Agreement and the Exhibits referenced herein, and any duly executed amendments to this Agreement and any Exhibits.

1.2.2. "Buyer" shall mean Inspired Builders. Inc., or its assigns as permitted herein.

1.2.3. "Closing or "Closing Date" shall mean the date and time when the Deed conveying title to the Property is recorded in the County Recorder's Office for the County of Duval, which shall occur by the date and at the time provided for in Section 6.1 of this Agreement.

1.2.4. "Deed" shall mean the Warranty Deed to be used to convey title to the Property, which deed shall be in the form attached to this Agreement as Exhibit "A."

1.2.5. "Effective Date" shall mean the date of this Agreement as set forth above.

1.2.6. "Event of Default" shall mean any of the events of default set forth in Articles X and XI of this Agreement.

1.2.7. "Party" shall mean the Seller or Buyer. "Parties" shall mean the Buyer and Seller.

1.2.8. "Permitted Encumbrances" shall include the Bonair mortgage as set forth herein, but otherwise no mortgages, judgments, mechanics' liens or other monetary liens (other than real property taxes and assessments not yet due and owing).

1.2.9. "Person" shall mean any individual, corporation, partnership (general or limited), joint venture, association, trust, governmental entity or any other entity.

1.2.10. "Property" shall mean the parcel of real property described as Assessor's Parcel No. 108760 0200, the legal description of which is attached hereto as Exhibit B, including all improvements thereon and fixtures attached thereto.

1.2.11. "Purchase Price" shall mean the sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) and 100,000 shares of Inspired Builders, Inc. common stock.

1.2.12. "Seller" shall mean Bonair, LLC, as aforesaid.

1.2.13. "Days" shall mean calendar days unless otherwise specified.

ARTICLE 2 SALE AND PURCHASE OF PROPERTY

Section 2.1 Sale and Purchase of Property.

Seller hereby agrees to sell the Property to Buyer and Buyer hereby agrees to purchase the Property from Seller on the terms, covenants and conditions set forth in this Agreement. This Agreement must be executed by Seller and Buyer no later than June 24, 2013 and must be received that same day by Seller and Buyer by 5:00 p.m. PST.

Section 2.2 Commissions.

2.2.1. Seller's Agent.

None.

2.2.2. Buyer's Agent.

None.

ARTICLE 3 PAYMENT OF PURCHASE PRICE

Section 3.1 Purchase Price.

Buyer shall execute a Secured Promissory Note and Mortgage and Security Agreement in the amount of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00), with interest at the rate of three percent (3%) per annum, which shall accrue until the maturity dates of June 24, 2014. Buyer shall also transfer to Seller 100,000 shares of Inspired Builders, Inc. common stock.

ARTICLE 4 CLOSING OBLIGATIONS

Section 4.1 Title Documents.

Seller agrees to convey to Buyer at Closing, by way of the Deed, good, marketable and insurable title in fee simple to the Property free and clear from any and all encumbrances, defects in title and restrictions.

Section 4.2 Seller's Delivery of Documents to Buyer.

Seller shall deliver to Buyer on the Closing Date or such other date if specified below, at Seller's sole expense, the following:

4.2.1. The Deed, executed by Seller;

4.2.2. Any other document required to be delivered by Seller under the terms of this Agreement.

Section 4.3 Buyer's Closing Obligations.

Buyer shall deliver to Seller or its appropriate designee, on the Closing Date or such other date if specified below, at Buyer's sole expense, the following:

4.3.1. Funds sufficient to cover (i) the Purchase Price and (ii) all other sums required by this Agreement to be paid by Buyer to consummate the transaction contemplated by this Agreement, if any;

4.3.2. The issuance of 750,000 shares of Inspired Builders, Inc. common stock to seller;

4.3.3 Perform or satisfy, or cause to be performed or satisfied, all other obligations on the part of Buyer to be perfoimed or satisfied under this Agreement as of the Closing Date; and,

4.3.4. Any other documents required to be delivered by Buyer under the terms of this Agreement.

ARTICLE 5 CLOSING COSTS: PROBATIONS

Section 5.1 Seller's Costs.

Seller shall pay for the following costs as they relate to the Closing:

5.1.1. Seller's attorneys' fees and expenses; and

5.1.2. Seller's share of items under Section 5.3 of this Agreement.

Section 5.2 Buyer's Costs.

Buyer shall pay for the following at or, if necessary, prior to Closing: 5.2.1. Buyer's and Seller's attorneys' fees and expenses;

5.2.2. All recording and filing fees for the Deed;

5.2.3. Buyer shall pay all title fees;

5.2.4. One Hundred Percent (100%) documentary transfer tax; and 5.2.5. Buyer's share of items under Section 5.3 of this Agreement.

Section 5.3 Prorations.

All real property taxes (except as otherwise provided in this Section), assessments and utility charges applicable to the Property shall be prorated between Seller and Buyer at the time funds are wired to Seller for the Purchase Price. In the event that the amount of any prorated item is not known, the Parties agree that such items shall be prorated prior to funding of the Purchase Price upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such item(s) is known, with appropriate charges and credits to be made.

ARTICLE 6 PROPERTY CLOSING

Section 6.1 Property Closing Date.

Provided no Event of Default exists, and all conditions precedent have been satisfied or waived as provided in this Agreement, the Closing of the purchase and sale of the Property contemplated by this Agreement shall occur on or before June 24, 2013, or the date and time when the Deed conveying title to the Property is recorded in the County Recorder's Office for the County of Duval. Notwithstanding the foregoing, Seller and Buyer agree that should Buyer default in Buyer's obligation to purchase the Property within the time and in the manner specified in this Agreement, Seller may elect to continue this Agreement and extend the Closing Date in its sole discretion. Buyer acknowledges that time shall remain of the essence.

Section 6.2 Cancellation.

6.2.1. If this Agreement is cancelled by either Party as a result of any Event of Default by the other Party, the rights and remedies of the non-defaulting Party shall be as set forth in Articles 11 and 12 of this Agreement.

ARTICLE 7 CONDITIONS TO PROPERTY CLOSING

Section 7.1 Conditions Precedent to Closing.

Buyer's obligation to acquire the Property from Seller shall be subject to the satisfaction or Buyer's waiver, in its sole and absolute discretion:

7.1.1. Seller's delivery of all of the items set forth in Section 4.2; and

7.1.2. Seller shall not be in default of any of its representations and warranties or obligations pursuant to this Agreement, except for the Permitted Encumbrances.

ARTICLE 8 REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 8.1 Seller's Representations and Warranties.

The following representations and warranties of Seller are made as of the date hereof.

8.1.1. Organization, Standing and Authority of Seller. Seller is a limited liability company duly authorized to do business in the State of Nevada, and has all requisite corporate power and authority to carry out the transactions contemplated by this Agreement.

8.1.2. Authority to Execute and Deliver this Agreement. Seller has all requisite power and authority to execute this Agreement and consummate the transactions contemplated by this Agreement (including the execution and delivery of the closing documents to be executed and delivered by Seller). The execution and delivery ofthis Agreement has been duly authorized by the Managing Member of Seller (and/or an individual with the power of attorney) and, to the extent required by law, by the Members of Seller, and no other company action of Seller is required for the execution and delivery of this Agreement and any other documents (including, without limitation, the closing documents) to be executed and delivered by Seller. This Agreement constitutes the legal and binding obligations of Seller enforceable in accordance with its terms. The execution, delivery and performance of this Agreement do not and will not violate the articles of organization or bylaws of Seller or any contract, agreement or commitment to which Seller is a party or by which Seller is bound.

8.1.3. Litigation. To Seller's knowledge no actions, suits or proceedings are pending or threatened against Seller affecting its property in any court at law or in equity or before or by any governmental department, commission, board, bureau, agency or instrumentality (other than the notice of lis pendens which shall be discharged upon funding of the Purchase Price), by which might materially affect Seller's ability to perform Seller's obligations under this Agreement.

8.1.4. Hazardous Substances. To the actual knowledge of Seller, without the duty to conduct any investigations or to make any inquiries, no hazardous substances or materials as defined under any federal, state or local laws or regulations are present on or beneath the Property.

Section 8.2 Buyer's Representations and Warranties.

The following representations and warranties of Buyer are made as of the date hereof.

8.2.1. Organization, Standing and Authority of Buyer. Buyer or its designee is a Nevada corporation, and has all requisite corporate power and authority to carry out the transactions contemplated by this Agreement.

8.2.2. Authority to Execute and Deliver this Agreement. Buyer has all requisite power and authority to execute this Agreement and consummate the transactions contemplated by this Agreement (including the execution and delivery of the closing documents to be executed and delivered by Buyer). This Agreement constitutes the legal and binding obligations of Buyer enforceable in accordance with its terms.

8.2.3. Litigation. To Buyer's knowledge, no actions, suits or proceedings are pending or threatened against Buyer in any court at law or in equity or before or by any governmental department, commission, board, bureau, agency or instrumentality, an adverse decision by which might materially affect Buyer's ability to perform Buyer's obligations under this Agreement.

8.2.4. Buyer's Knowledge. As of the Effective Date, Buyer has no knowledge that any of Seller's representations and warranties are untrue. Buyer acknowledges that any and all information which Buyer has received or may receive from Seller or its agents, successors or assigns, is furnished as a disclosure of information by Seller regarding the Property, but with no warranty of the accuracy of any such information. Buyer may undertake its own independent verification of the accuracy of such information.

ARTICLE 9 POSSESSION

Section 9.1 Possession.

Possession of the Property shall be delivered by Seller to Buyer as of 8:01 a.m. (PST) on the Closing Date.

ARTICLE 10 BUYER'S DEFAULT: SELLER'S REMEDIES

Section 10.1 Buyer's Default.

The following shall be deemed Events of Default by Buyer:

10.1.1. Buyer shall fail to observe or perform any material term, covenant, agreement or condition herein contained and on the part of Buyer to be observed or performed or a representation or warranty of Buyer shall materially be untrue or breached; or

10.1.2. Buyer shall become bankrupt or be adjudicated insolvent or seek protection under any provision of any federal or state bankruptcy or insolvency law; or

10.1.3. Buyer shall make any assignment for the benefit of creditors; or

10.1.4. Buyer shall be obligated but shall fail to close the purchase of the Property on or before the Closing Date.

Section 10.2 Seller's Remedies; Liquidated Damages.

IN THE EVENT THE SALE FAILS TO CLOSE DUE TO AN EVENT OF DEFAULT BY BUYER, BUYER AND SELLER AGREE THAT THE AMOUNT OF THE DEPOSIT AND ANY INTEREST EARNED THEREON SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR THE BREACH BY BUYER. BUYER AND SELLER AGREE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF AN EVENT OF DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE AND SAID LIQUIDATED DAMAGES SUM IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR SUCH EVENT OF DEFAULT UNDER THE CIRCUMSTANCES EXISTING AT THE TIME OF THIS AGREEMENT. THE LIQUIDATED DAMAGES AMOUNT SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF BUYER'S OBLIGATION TO PURCHASE THE PROPERTY AND SELLER WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OF THE OBLIGATIONS OF BUYER TO PURCHASE THE PROPERTY.

Seller's Initials: Buyer's Initials:

ARTICLE 11 SELLER'S DEFAULT: BUYER'S REMEDIES

Section 11.1 Seller's Default.

The following shall be deemed Events of Default by Seller:

11.1.1. Seller shall fail to observe or perform any material term, covenant or agreement herein contained and on the part of Seller to be observed or performed or a representation or warranty of Seller shall materially be untrue or breached; or

11.1.2. Seller shall become bankrupt or be adjudicated insolvent or seek protection under any provision of any federal or state bankruptcy or insolvency law; or

11.1.3. Seller shall make any assignment for the benefit of creditors: or

11.1.4. Seller shall be obligated but shall fail to close the sale ofthe Property on or before the Closing Date.

Section 11.2 Buyer's Remedies.

If any of the Events of Default by Seller shall occur prior to Closing and remain uncured under Section 11.1, then Buyer may seek specific performance of this Agreement or bring an action for damages for breach of contract, and Seller shall be responsible for any costs incurred by Buyer in relation to this Agreement.

ARTICLE 12 MISCELLANEOUS

Section 12.1 No Waiver.

No failure by any Party to insist upon strict performance by the other Party of any of the terms and provisions of this Agreement shall constitute or be deemed to be a waiver of any such term or provision, or constitute an amendment or waiver of any such term or provision by course of performance, and such Party, notwithstanding any failure to insist upon strict performance, shall have the right thereafter to insist upon the strict performance by the other Party of any and all the terms and provisions of this Agreement.

Section 12.2 Survival of Terms.

All of the covenants, agreements, representations, warranties and obligations of the Parties set forth in this Agreement shall survive the consummation of the transactions contemplated by this Agreement unless otherwise specifically provided and shall continue thereafter to be binding upon and inure to the benefit of the Parties hereto, and their respective successors and permitted assigns.

Section 12.3 Governing Law.

The interpretation, construction and enforcement of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Florida, without reference to its conflict of law provisions.

Section 12.4 Jurisdiction.

Any judicial proceeding brought against any of the Parties to this Agreement may be brought in the courts of the County of Duval, State of Florida, and, by execution and delivery of this Agreement, each Party accepts for itself the exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby.

Section 12.5 Interpretation of Agreement.

Each Party acknowledges that it has been represented and advised by legal counsel in the negotiation and legal effects of this Agreement and acknowledges that it has caused this Agreement to be reviewed and approved by legal counsel of its own choice. No negotiations concerning or modifications made to prior drafts of this Agreement shall be construed in any manner to limit, reduce or impair the rights, remedies, duties and obligations of the Parties under this Agreement or to restrict or expand the meaning of any of the provisions of this Agreement or to construe any of the provisions of this Agreement in any Party's favor. No Party shall be deemed as the drafter of this Agreement and no term or provision of this Agreement may be construed against any Party on that basis.

Section 12.6 Sole Agreement.

This Agreement is the sole and only agreement among the Parties with respect to the subject matter hereof and any and all prior oral or written representations, correspondence, letters of intent and agreements are merged into and superseded by this Agreement and shall be of no force or effect except as indicated otherwise in this Agreement. Any modifications of this Agreement must be in writing and signed by the Parties hereto.

Section 12.7 Partial Invalidity.

If any provision hereof is held invalid or not enforceable to its fullest extent such provision shall be enforced to the extent permitted by law, and the validity of the remaining provisions hereof shall not be affected thereby.

Section 12.8 No Joint Venture.

The execution and performance of this Agreement, each Party's review and approval rights, if any, described in this Agreement, the agreements of the Parties in this Agreement and the exercise of any rights hereunder, are not intended, and shall not be construed, to create a partnership, joint venture or co-tenancy among the Parties.

Section 12.9 Assignment.

Buyer shall have the right to assign, transfer, convey and/or otherwise sell (or enter into any agreement to do the same) any interest it may have in this Agreement.

Section 12.10 Notices.

All notices, requests, demands, waivers or documents which are required or permitted to be given or served hereunder shall be in writing and (i) personally delivered, (ii) sent by certified U.S. mail, postage prepaid return receipt requested, or recognized air carrier service, return receipted (collectively "Third Party Delivery"), or (iii) faxed (provided that a copy is promptly sent by Third Party Delivery) addressed as follows:

If to Seller:	Bonair, LLC Attention: Daniel D. White, Esq. One Corporate Plaza Drive, Suite 110 Newport Beach, CA 92660-7924 FAX No. (949) 729-9174
If to Buyer:	Inspired Builders, Inc. Attn: Matthew J. Nordgren 233 Wilshire Boulevard Santa Monica, CA 90401 FAX No. ( )

Such addresses or fax numbers may be changed from time to time by the addressee by serving notice as heretofore provided. Service of such notice or demand shall be deemed complete on the earlier of (a) the date of actual delivery regardless of the means of delivery (whether by personal delivery, mail, fax or otherwise) or (b) at the expiration ofthe third day after the date of proper Third Party Delivery (either initially or following faxing) (whether or not actually received by the addressee).

Section 12.11 Headings of Sections.

The headings of sections and subsections herein are inserted only for convenience and reference and shall in no way define, limit or describe the scope or intent of any provision of this Agreement.

Section 12.12 References to Calendar Days.

Except as expressly provided herein to the contrary, all references to "days" in determining the time for performance shall mean calendar days. If any time period ends on a Saturday, Sunday or State of Florida bank holiday, the time period shall be extended to the next day that is not a Saturday, Sunday or such holiday.

Section 12.13 Other Parties.

Nothing in this Agreement shall be construed as giving any person, firm, corporation or other entity, other than the Parties hereto, their heirs, personal representatives, successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 12.14 Counterparts and Facsimile Signatures.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. The submission of a Party's signature transmitted by facsimile (or similar electronic transmission facility) shall be considered as an "original" signature for purposes of this Agreement. The Party transmitting the facsimile shall immediately transmit by mail or by other delivery service the original signature page which shall then be substituted for the facsimile signature page in the original and duplicate originals of this Agreement.

Section 12.15 Time of Essence.

Time is of the essence as to every provision of this Agreement. The scheduled closing date may not be extended unless both Buyer and Seller so agree in writing.

Section 12.16 Binding Effect.

The Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 12.17 Risk of Loss.

Except as otherwise expressly provided herein, the risk of loss caused by reasons beyond the control of either party (e.g., earthquake, flood) shall shift to Buyer at Closing.

Section 12.18 Further Assurances.

Each Party, from time to time, upon request of the other Party and without further consideration will, at its own expense, execute and deliver such documents and take such further actions as the other Party may reasonably request in connection with this Agreement or the transaction contemplated by this Agreement.

Section 12.19 Exhibits.

All Exhibits referred to in this Agreement are incorporated into and made a part of this Agreement. Section 12.20 Attorneys' Fees.

Each Party hereto shall be entitled to recover from the other Party all costs and expenses, including attorneys' fees, incurred enforcing any of the terms and provisions of this Agreement, in remedying any breach by the other Party or collecting any sum due hereunder.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

	SELLER:

	BONAIR, LLC,
	a Nevada limited liability company

	By:
		DANIEL D. WHITE
	Title:	Manager

	BUYER:

	INSPIRED BUILDERS, INC., a Nevada corporation

	By:
		MATTHEW J. NORDGREN
	Title:	Chief Financial Officer

EXHIBIT A

[Special Warranty Deed - FL]

EXHIBIT B

Legal Description

PARCEL D:

A part of the unsurveyed portion of Section 14, Township 1 South, Range 27 East, Duval County, Florida, as recorded in Deed Book 1754, page 427 and Official Records Book 201, page 318, said public records, being more particularly described as follows:

Commence at the intersection of the northerly prolongation of the east line of Government Lot 4, Section 23, Township 1 South, Range 27 East, and the northerly right-of-way line of Hecksher Drive (a 200 foot right-of-way as now established); thence North 89 degrees 20 minutes 20 seconds West along said right-of-way, a distance of 1200 feet to the Point of Beginning; thence continue North 89 degrees 20 minutes 20 seconds West, a distance of 624 feet, more or less, to the approximate high water line of Dunn' s Creek; thence northeasterly, easterly and southeasterly along the meanderings of the approximate high waterline of Dunn's Creek to a point that lies North 0 degrees 27 minutes East and 62 feet from the point of beginning; thence South 0 degrees 27 minutes West, 62 feet to the Point of Beginning.

This Instrument Prepared by:

WHEN RECORDED MAIL TO:

Daniel D. White, Esq. One Corporate Plaza, Suite 110 Newport Beach, CA 92660-7924

ASSIGNMENT OF SPECIAL WARRANTY DEED

This Assignment of Special Warranty Deed ("Assignment"), is entered into on June 24, 2013, by and between BONAIR, LLC, a Nevada limited liability company ( "BONAIR " ), and INSPIRED BUILDERS, INC., a Nevada corporation ( "ISRB" ).

RECITALS

WHEREAS, on May 21, 2012, MKA CAPITAL GROUP ADVISORS, LLC, having its principal place of business at One Corporate Plaza Drive, Suite 110, Newport Beach, CA 92660, herein called the original grantor, granted to BONAIR, having its principal place of business at One Corporate Plaza Drive, Suite 110, Newport Beach, California 92660, herein also referred to as the original grantee, that certain land situated in Duval County, State of Florida, (the "PROPERTY" ), more fully described on Exhibit "1";

NOW, THEREFORE, for good and valuable consideration, BONAIR and ISRB agree as

follows:

1.	That BONAIR hereby sells, grants assigns and transfers to ISRB all of BONAIR's right, title and interest in the PROPERTY ;

2.	That BONAIR makes no representations or warranties as to the PROPERTY . This Assignment is made "AS IS, WHERE IS" with all faults and without any representations, warranties, express, implied or statutory.

	BONAIR, LLC,
	a Nevada limited liability company

	By:
		DANIEL D. WHITE
	Title:	Manager

	INSPIRED BUILDERS, INC., a Nevada corporation

	By:
		MATTHEW J. NORDGREN
	Title:	Chief Financial Officer

EXHIBIT "1"

PARCEL D:

Commence at the intersection of the northerly prolongation of the east line of Government Lot 4, Section 23, Township 1 South, Range 27 East, and the northerly right-of-way line of Hecksher Drive (a 200 foot right-of-way as now established); thence North 89 degrees 20 minutes 20 seconds West along said right-of-way, a distance of 1200 feet to the Point of Beginning; thence continue North 89 degrees 20 minutes 20 seconds West, a distance of 624 feet, more or less, to the approximate high water line of Dunn's Creek; thence northeasterly, easterly and southeasterly along the meanderings of the approximate high waterline of Dunn's Creek to a point that lies North 0 degrees 27 minutes East and 62 feet from the point of beginning; thence South 0 degrees 27 minutes West, 62 feet to the Point of Beginning.

SECURED PROMISSORY NOTE

$750,000.00

June 24, 2013

FOR VALUE RECEIVED, INSPIRED BUILDERS, INC., a Nevada corporation, located at 233 Wilshire Boulevard, Santa Monica, CA 90401 ("Maker") promises to pay to BONAIR, LLC, a Nevada limited liability company ("Lender"), or order, at located at 9595 Wilshire Boulevard, Suite 801, Beverly Hills, CA 90212, or at such other place as Lender from time to time may designate in writing, the principal sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00), as partial payment for certain real property as set forth in the Purchase and Sale Agreement in accordance with the terms of this secured promissory note (the "Note").

1. Interest shall accrue in arrears on the principal of this Note outstanding from time to time at the rate of three percent (3.00%) per annum (the "Interest Rate") from the date of this Note to and including the Maturity Date (as defined herein) computed daily on the basis of a three hundred sixty (360)-day year and actual days elapsed. Interest shall be made payable at the Maturity Date.

2. The entire outstanding principal balance plus accrued, unpaid interest and any additional sums due hereunder shall be due and payable in full on June 24, 2014 (the "Maturity Date").

3. This Note is secured initially by a Mortgage and Security Agreement (the "Mortgage") to be in first lien position, encumbering certain real and personal property in Duval County, Florida, Assessor's Parcel No. 108760 0200.

4. If Maker fails to make any payment hereunder within five (5) days after it becomes due and payable, Maker agrees to pay to Lender a late charge (the "Late Charge") equal to three percent (3%) of such delinquent payment as well as interest on such delinquent payment at an annual rate equal to twenty-five percent (25%) per annum (the "Default Rate") from the date the payment becomes due until Maker pays in full such delinquent payment. Maker acknowledges that in the event Maker fails to make any payment when due hereunder, the damages to Lender would be difficult to ascertain and would include the loss of use of funds and expenses incurred in connection with such default, and that the Late Charge and the accrual of the Default Rate is a fair and reasonable estimate of the loss to Lender as a result of such default.

5. From and after maturity of this Note, whether by acceleration or otherwise, all sums then due and payable under this Note, including all principal, all accrued, unpaid interest, additional sums due hereunder and Late Charges, shall bear interest until paid in full at the Default Rate.

6. If any of the following "Events of Default" occur, the balance of all principal and interest under this Note shall, at the Lender's option, exercisable in its sole discretion, become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character:

(a)

Maker fails to perform any obligation under this Note to pay principal or interest, and does not cure that failure within five (5) calendar days after the date when due;

(b)

Maker fails to perform any other obligation under this Note to pay money and does not cure that failure within ten (10) calendar days after written notice from Lender;

(c)

There occurs a breach of any representation, warranty, obligation or covenant under any agreement between Lender and Maker or any entity controlled by, controlling or under common control with Maker, including, without limitation, the Mortgage and Security Agreement, Pledge and Security Agreement and Unconditional Guarantee of Payment (collectively, the "Related Documents");

(d)

Maker becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding"); or

(e)

The Note is accelerated as a result of Maker's default under any of the Related Documents.

7. All amounts payable under this Note are payable in lawful money of the United States. Checks constitute payment only when collected. Except as otherwise expressly provided herein, all payments made hereunder shall be applied first to Late Charges, then to additional sums due hereunder, then to accrued, unpaid interest until all Late Charges, additional sums and accrued, unpaid interest are paid and finally to principal.

8. If any proceeding is commenced which arises out of or relates to this Note, the prevailing party shall be entitled to recover from the other party such sums as the arbitrator may adjudge to be reasonable attorneys' fees in the arbitration, in addition to costs and expenses otherwise allowed by law. In all other situations, including any matter arising out of or relating to any Insolvency Proceeding, Maker agrees to pay all of Lender's, Broker's and Lender's agents costs and expenses, including attorneys' fees, which may be incurred in enforcing or protecting Lender's, Broker's or Lender's agents rights or interests. From the time(s) incurred until paid in full to Lender, Broker's or Lender's agents, as applicable, all such sums shall bear interest at the Default Rate.

9. Maker agrees that the Lender may accept additional or substitute security for this Note, or release any security or any party liable for this Note, or extend or renew this Note, all without notice to Maker and without affecting the liability of Maker.

10. If Lender delays in exercising or fails to exercise any of its rights under this Note, that delay or failure shall not constitute a waiver of any of Lender's rights, or of any breach, default or failure of condition of or under this Note. No waiver by Lender of any of its rights, or of any such breach, default or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender. All of Lender's remedies in connection with this Note or under applicable law shall be cumulative, and Lender's exercise of any one or more of those remedies shall not constitute an election of remedies. Maker hereby waives demand, presentment, protest, notice of dishonor, suit against any party and all other requirements necessary to charge or hold Maker on any obligation.

11. This Note inures to and binds the heirs, legal representatives, successors and assigns of Maker, Lender, Broker and Lenders' agents; provided, however, that Lender in its sole discretion may assign or transfer all or any portion of this Note, all without notice to, or the consent of, Maker.

12. Time is of the essence with respect to every provision contained herein in which time is a factor.

[CONTINUED ON FOLLOWING PAGE]

13. This Note shall be construed in accordance with, and governed by, the laws of the State of Florida without reference to or application of choice of law or conflict of law rules. The parties hereto agree that all actions or proceedings arising in connection with this Note shall be brought exclusively in Duval County, Florida. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Note in any jurisdiction other than that specified in this Section. Each party hereby waives any right it may have to assert the doctrine of forum non convenient or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the courts in the State of Florida shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, action, or proceeding arising out of or related to this Note. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Note. The prevailing party in any dispute, controversy, action, or proceeding arising out of or related to this Note shall be entitled to recover from the non-prevailing party reasonable attorneys' fees and costs and expenses.

		MAKER

		INSPIRED BUILDERS, INC., a Nevada corporation


	By:	MATTHEW J. NORDGREN
	Its:	Chief Executive Officer

This instrument prepared by

And when recorded deliver to:

Daniel D. White, Esq.

LAW OFFICE OF DANIEL D. WHITE

One Corporate Plaza Drive, Suite 110

Newport Beach, California 92660-7924

MORTGAGE AND SECURITY AGREEMENT

THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is dated June 24, 2013, from INSPIRED BUILDERS, INC., a Nevada corporation, whose address is 233 Wilshire Boulevard, Santa Monica, CA 90401 (hereinafter the "Mortgagor"), to BONAIR, LLC, a Nevada limited liability company, whose address is One Corporate Plaza Drive, Suite 110, Newport Beach, CA 92660 (hereinafter the "Mortgagee"), WITNESSETH:

THIS IS A FIRST MORTGAGE.

1.1 PREMISES. The Mortgagor, for and inconsideration of the premises, as security for the Secured Indebtedness,

as that term is hereinafter defined, and other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby bargain, sell, convey and grant unto the Mortgagee, its successors and assigns, the following (hereinafter collectively the "Premises"):

(a) REAL PROPERTY. That certain real property (the "Real Property") lying and being in Duval County, Florida, and being more particularly described as follows:

SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN

(b) IMPROVEMENTS. All buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Real Property, all building materials, plans, specifications, drawings and books and records pertaining to design or construction of any buildings, structures and improvements now or hereafter situated on the Real Property, and all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, fire extinguishers and any other safety equipment required by governmental regulation or law, washers, dryers, water heaters, mirrors, mantles, air conditioning apparatus, refrigeration plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes which are or shall be attached to said buildings, structures or improvements and all other furnishings, fixtures, machinery, equipment, appliances, materials, chattels, inventory, accounts, farm products, consumer goods, general intangibles and personal property of every kind and nature whatsoever now or hereafter owned by the Mortgagor and located in, on or about or used or intended to be used with or in connection with the use, operation and enjoyment of the Real Property, including all extensions, additions, improvements, betterments, after-acquired property, renewals, replacements and substitutions, or proceeds from a permitted sale of any of the foregoing, and all the right, title and interest of the Mortgagor in any such furnishings, furniture, fixtures, machinery, equipment, appliances, and personal property subject to or covered by any prior security agreements, conditional sales contract, chattel mortgage or similar liens or claims, all of which are hereby declared and shall be deemed to be fixtures and accessions to the Real Property and part of the Premises as between the parties hereto and all persons claiming by, through or under them.

(c) APPURTENANCES. All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys and passages, sewer rights, water rights and powers, minerals, flowers, shrubs, trees and other emblements now or hereafter located on the Real Property or under or above the same or any part or parcel thereof and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances, reversions and remainders, whatsoever, in any way belonging, relating or appertaining to the Real Property or Improvements or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by the Mortgagor.

TO HAVE AND TO HOLD the same, together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in any way appertaining, to the Mortgagee, its successors and assigns in fee simple forever.

1.2 PERMITTED ENCUMBRANCES The Mortgagor, for itself, its successors, assigns, covenants with the Mortgagee, its successors and assigns, that: (i) the Mortgagor is indefeasibly seized of the Premises in fee simple; that the Mortgagor has full power and lawful right to convey the same in fee simple as aforesaid; that it shall be lawful for the Mortgagor, its successors and assigns at all times peaceably and quietly to enter upon, hold, occupy and enjoy the Premises and every part thereof; that the Premises and every part thereof is free from all encumbrances of every kind and character except for taxes assessed for the year of closing and those matters, if any, described in the title insurance commitment issued in connection herewith (the "Permitted Encumbrances"); that the Mortgagor will make such further assurances to perfect the fee simple title to the Premises in the Mortgagee, its successors and assigns, as may reasonably be required; that the Mortgagor does hereby fully warrant the title to the Premises and every part thereof and will defend the same against the lawful claims of all persons whomsoever except for the Permitted Encumbrances; (ii) the Mortgagor shall duly, promptly and fully perform, discharge, execute, effect, complete, comply with and abide by each and every of the stipulations, agreements, conditions and covenants of the Note and all other documents or instruments evidencing or securing the Secured Indebtedness, as those terms are hereinafter defined; (iii) the Premises and its use fully complies with all applicable building and zoning codes and other land use regulations, any applicable environmental laws or regulations, and any other applicable laws or regulations; (iv) no part of the Real Property has been artificially filled; and (v) the Mortgagor has lawful access to the Premises from a public road.

1.3 SECURED INDEBTEDNESS. This conveyance is intended to be and is a real property Mortgage and a "Security Agreement" governed by the laws of the State of Florida concerning mortgages and the Uniform Commercial Code as adopted in Florida and is intended to secure the payment of the following (the "Secured Indebtedness"):

(i)

A promissory note in the principal sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00), dated June 24, 2013; and

(ii)

The compliance with all the covenants, agreements and stipulations of this Mortgage, the Note, and any and all documents or instruments evidencing, securing or otherwise executed in connection with the Secured Indebtedness.

1.4 ASSIGNMENT OF LEASES AND RENTS. The Mortgagor hereby assigns, transfers, sets over and pledges to the Mortgagee, its successors and assigns, as further security and means for the discharge of the Secured Indebtedness, all leases of all or any part of the Premises now made, executed or delivered, whether written or verbal, or to be hereafter made, be the same written or verbal, and all of the rents, issues and profits of the Premises and the improvements now or hereafter thereon, which rents, issues and profits may become due and payable at any time during the life of this Mortgage when any amount shall be due and unpaid by the Mortgagor hereunder or when the Mortgagor shall otherwise be in default hereunder, whether said rents, issues and profits shall be due from the present or any future tenants or leases thereof, with full power and authority in the Mortgagee or its assigns to collect and receive the same from said tenants or leases or from any real estate agent or other person collecting the same, and to give proper receipts and acquittances therefor and after paying all commissions of any rental agent collecting the same and any attorney's fees and other expenses incurred in collecting the same to apply the net proceeds of such collections upon any and all indebtedness, obligations, undertakings or liabilities of the Mortgagor hereunder.

SECTION 2

The Mortgagor further covenants and agrees as follows:

2.1 PAYMENT OF INDEBTEDNESS. To pay all and singular the principal and interest and other sums of money payable by virtue of the Secured Indebtedness, as in the Note, any instrument or instruments evidencing one or more future or additional advances, and/or this Mortgage provided, promptly on the days that the same respectively become due.

2.2 MAINTENANCE AND REPAIR. To keep perfect and unimpaired the security hereby given and to permit, commit or suffer no waste, impairment or deterioration of the Premises or any part thereof. The Mortgagor shall comply with all restrictive covenants, statutes, ordinances and requirements of any governmental authority relating to the Premises and shall not join in, consent to or initiate any change in such restrictive covenants, statues, ordinances or requirements without the express written consent of the Mortgagee.

2.3 TAXES, LIENS AND OTHER CHARGES. To pay all and singular the taxes, assessments, obligations and encumbrances of every nature now on the Premises or that hereafter may be levied, assessed or imposed thereon when due and payable according to law and before they become delinquent; and if the same not be promptly paid the Mortgagee may, at any time either before or after delinquency, pay the same without waiving or affecting its right to foreclose this Mortgage or an other right hereunder and all sums so paid shall become a part of he Secured Indebtedness and, at the option of the Mortgagee, shall bear interest from the date of each such payment at the maximum rate allowed by law. Upon notification from the Mortgagee, the Mortgagor shall pay to the Mortgagee, together with and in addition to the payments of principal and interest payable under the terms of the Note secured hereby, on installment paying dates in the Note, until said Note is fully paid or until notification from the Mortgagee to the contrary, an amount reasonably sufficient (as estimated by the Mortgagee) to provide the Mortgagee with funds to pay said taxes, assessments, insurance premiums, rents and other charges next due so that the Mortgagee will have sufficient funds on hand to pay the same thirty (30) days before the date upon which they become past due. In no event shall the Mortgagee be liable for any interest on any amount paid to it as herein required, and the money so received shall be held in a separate account pending payment or application thereof as herein provided. As required by the Mortgagee, the Mortgagor shall furnish to the Mortgagee, at least thirty (30) days before the date on which same will become past due, an official statement of the amount of said taxes, assessments, insurance premiums and rents next due, and the Mortgagee shall ay said charges to the amount of the then unused credit therefor as and when they become severally due and payable. An official receipt therefor shall be conclusive evidence of such payment and the validity of such charges.

2.4 INSURANCE. The Mortgagor will keep, or cause tenants of the Premises to keep, the Premises insured against loss or damage by fire, flood and such other risks and matters including, without limitation, business interruption, rental loss, public liability and boiler insurance, as the Mortgagee may from time to time require in amounts required by the Mortgagee, not exceeding in the aggregate 100% of the full insurable value of the Premises, and shall pay, or cause the tenants of the Premises to pay, the premiums for such insurance as same become due and payable. All policies of insurance (the "Policies") shall be issued by an insurer acceptable to the Mortgagee and shall contain the standard Florida non-contribution provision naming the Mortgagee as the person to which all payments made by such insurance company shall be paid. The Mortgagor will assign and deliver the Policies to the Mortgagee. Not later than thirty (30) days prior to the expiration date of each ofthe Policies, the Mortgagor will deliver to the Mortgagee evidence satisfactory to the Mortgagee of the renewal of each of the Policies. If the Premises shall be damaged or destroyed, in whole or in part, by fire or other casualty, the Mortgagor shall give prompt notice thereof to the Mortgagee. Sums paid to the Mortgagee by any insurer may be retained and applied by the Mortgagee toward payment of the Secured Indebtedness in such priority and proportions as the Mortgagee in its discretion shall deem proper or, at the discretion of the Mortgagee, the same may be paid, either in whole or in part, to the Mortgagor for such purposes as the Mortgagee shall receive and retain such insurance money, the lien of this Mortgage shall be reduced only by the amount thereof received after expenses of collection and retained by the Mortgagee and actually applied by the Mortgagee in reduction of the Secured Indebtedness. The foregoing rights of the Mortgagee with respect to any proceeds of insurance is subject and subordinate to the rights of any mortgagee whose mortgage recorded against the Real Property is superior in right to this Mortgage.

2.5 EXPENSES. To pay all and singular the costs, charges and expenses, including reasonable attorneys' fees and costs of abstracts of title, incurred or paid at any time by the Mortgagee or its assigns in collecting or attempting to collect the Secured Indebtedness or in foreclosing or attempting to foreclose this Mortgage or in enforcing any of its rights hereunder or incurred or paid by it because of the failure on the part of the Mortgagor promptly and fully to perform the agreements and covenants of the instrument or instruments evidencing the Secured Indebtedness and this Mortgage; and said costs, charges and expenses shall be immediately due and payable and shall be secured by the lien of this Mortgage.

2.6 CONDEMNATION. Notwithstanding any taking of any property herein conveyed and agreed to be conveyed, by eminent domain, alteration of the grade of any street or other injury to, or decrease in value of, the Premises by any public or quasi-public authority or corporation, the Mortgagor shall continue to pay principal and interest on the Secured Indebtedness, and any reduction in the Secured Indebtedness resulting from the application by the Mortgagee of any award or payment for such taking, alterations, injury or decrease in value of the Premises, as hereinafter set forth, shall be deemed to take effect only on the date of such receipt; and said award or payment may, at the option of the Mortgagee, be retained and applied by the Mortgagee toward payment of the Secured Indebtedness, or be paid over, wholly or in part, to the Mortgagor for the purpose of altering, restoring or rebuilding any part of the Premises which may have been altered, damaged or destroyed as a result of any such taking, alteration of grade, or other injury to the Premises, or for any other purpose or object satisfactory to the Mortgagee, but the Mortgagee shall not be obligated to see to the application of any amount paid over to the Mortgagor. If, prior to the receipt by the Mortgagee of such award or payment, the Premises shall have been sold on foreclosure of this Mortgage, the Mortgagee shall have the right to receive said award or payment to the extent of any deficiency found to be due upon such sale, with legal interest thereon, whether or not a deficiency judgment on this Mortgage shall have been sought or recovered or denied, and of the reasonable counsel fees, costs and disbursements incurred by the Mortgagee in connection with the collection of such award or payment. The foregoing rights of the Mortgagee with respect to any proceeds of any condemnation with respect to the Premises is subject and subordinate to the rights of any mortgagee whose mortgage recorded against the Real Property is superior in right to this Mortgage.

2.7 REPAIRS BY MORTGAGEE. The Mortgagee shall have the right from time to time to expend such sums as it shall deem necessary to keep the Premises in good condition and repair, and all sums so expended shall be added to and become part of the Secured Indebtedness and shall bear interest and be payable as herein provided for the payment of the Secured Indebtedness and interest, and the lien of this Mortgage shall extend to and secure the same.

2.8 INDEMNIFICATION. The Mortgagor shall protect, indemnify and save harmless the Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation attorneys' fees and expenses) imposed upon or incurred by or asserted against the Mortgagee by reason of (a) ownership of this Mortgage, the Premises or any interest therein or receipt of any rents; (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any use, nonuse or condition in, on or about the Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) any failure on the part of the Mortgagor to perform or comply with any of the terms of this Mortgage; or (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. Any amounts payable to the Mortgagee by reason of the application of this paragraph shall become part of the Secured Indebtedness and shall bear interest and be payable as herein provided for the payment of the Secured Indebtedness and interest, and the lien of this Mortgage shall extend to and secure the same. The obligations fo the Mortgagor under this paragraph shall survive any termination or satisfaction of this Mortgage.

2.9 HAZARDOUS SUBSTANCES. The Mortgagor shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances (hereinafter defined) on or in the Premises. The Mortgagor shall not do, nor allow anyone else to do, anything affecting the Premises that is in violation of any Environmental Law (hereinafter defined). The Mortgagor shall promptly give the Mortgagee written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Premises and any Hazardous Substance or Environmental Law of which the Mortgagor has actual knowledge. If the Mortgagor learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substance affecting the Premises is necessary, the Mortgagor shall promptly take all necessary remedial actions in accordance with Environmental Law at the Mortgagor's expense. As used in this paragraph, "Hazardous Substances" are those substances defined as toxic or hazardous substances by Environmental Law, and the following substances: (I) gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides and volatile solvents (other than such small quantities thereof as are generally recognized as being appropriate to normal use and to maintenance of the Premises), and (ii) materials containing asbestos or formaldehyde, and radioactive materials. As used in this paragraph, "Environmental Law" means federal laws and laws of the jurisdiction where the Premises are located that relate to health, safety or environmental protection. To the maximum extent permitted by applicable law, the Mortgagor shall indemnify the Mortgagee and he Mortgagee's successors, assigns, members, managers, officers, directors, shareholders, employees, affiliates and agents (collectively, the "Indemnitees") against any and all liabilities, losses, damages or expenses suffered or incurred by Indemnitees as the result of the Mortgagor's failure to observe or perform any of the provisions of this paragraph, as a result of the failure of Mortgagor or any other person to comply with any Environmental Law affecting the Premises or as a result of the presence, storage, disposal or treatment on the Premises of any Hazardous Substance. The indemnification obligations of the Mortgagor under this paragraph shall survive payment or satisfaction of the Secured Indebtedness and any acquisition of the Premises by the Mortgagee by foreclosure of this Mortgage, by conveyance in lieu of foreclosure or otherwise, and such provisions shall remain in full force and effect as long as the possibility exists that Indemnitees may suffer or incur any such liabilities, losses, damages or expenses.

SECTION 3

3.1 EVENT OF DEFAULT. Each of the following events shall constitute an "Event of Default" under this Mortgage: (i) should the Mortgagor fail to pay the Secured Indebtedness, or any part thereof, when and as the same shall become due and payable; (ii) should any warrant or representation of the Mortgagor herein contained, or contain ed in any instrument, transfer, certificate, statement, conveyance, assignment or loan agreement given with respect to the Secured Indebtedness, prove untrue or misleading in any material aspect; (iii) should the Premises be subject to actual or threatened waste; (iv) should any federal tax lien or claim of lien for labor or material be filed of record against the Mortgagor or the Premises and not be removed by payment or bond within thirty (30) days from date of recording; (v) should any claim of priority to this Mortgage by title, lien or otherwise be asserted in any legal or equitable proceeding which is not fully covered by applicable title insurance; (vi) should the Mortgagor or any guarantor of the Secured Indebtedness make any guarantor of the Secured Indebtedness or of any of the Mortgagor's or any guarantor's of the Secured Indebtedness property be appointed, or should any petition for the bankruptcy, reorganization or arrangement of Mortgagor or any guarantor of the Secured Indebtedness pursuant to the Federal Bankruptcy Act or any similar statue be filed, or should the Mortgagor or any guarantor of the Secured Indebtedness be adjudicated a bankrupt or insolvent, or should the Mortgagor or any guarantor of the Secured Indebtedness in any proceeding admit his insolvency or inability to pay his debts as they fall due or should the Mortgagor, if a corporation, be liquidated or dissolved; (vii) should the Mortgagor fail to keep, observe, perfoi in, carry out and execute in every particular the covenants, agreement, obligations and conditions set out in this Mortgage or in the Note or in any instrument given with respect to the Secured Indebtedness; (viii) should the Mortgagor transfer, convey, encumber, mortgage, grant a security interest in or otherwise convey any interest in the Premises whatsoever without the prior written consent of the Mortgagee, excluding the creation of a purchase money security interest for household appliances, a transfer by devise, descent or by operation of law upon the death of a joint tenant or the grant of any leasehold interest of three (3) years or less not containing an option to purchase; (ix) should there occur, without the prior written consent of the Mortgagee, any change in the ownership of the Mortgagor; (x) should an event of default or an event that but for the passage of time or giving of notice would constitute an event of default occur under the terms of any mortgage or any note secured by said mortgage or any other document or security instrument given in connection therewith given from the Mortgagor to the Mortgagee; (xi) should an event of default or an event that but for the passing of time or giving of notice would constitute an event of default occur under the terms of any other mortgage encumbering all or any portion of the Premises; or (xii) should the Mortgagor hereafter attempt to limit the maximum principal amount which may be secured by this Mortgage.

3.2 REMEDIES. If an Event of Default occurs and remains uncured, then in either or any such event, the aggregate sum or sums secured hereby then remaining unpaid, with interest accrued at that time, and all moneys secured hereby, shall become due and payable forthwith, or thereafter, at the option of the Mortgage, its assigns, as fully and completely as if all of the said sums of money were originally stipulated to be paid on such date, anything in the Note or any instrument or instruments on in this Mortgage to the contrary notwithstanding; and thereupon, or thereafter, at the option of the Mortgage, or its assigns, without notice or demand, suit at law or in equity may be prosecuted as if all moneys secured hereby had matured prior to its institution. The Mortgagee, or its assigns, may do either or both of the following as to the amount so declared due and payable: (i) bring an action to enforce payment of the amount so declared due and payable, with or without bringing an action to foreclose this Mortgage; and/or (ii) foreclose this Mortgage as to the amount so declared due and payable, and the Premises, or any part or parts thereof, in one or more sales as determined by the Mortgagee, shall be sold to satisfy and pay the same with costs, expenses and allowances. In addition, the Mortgagee shall also be entitled to take such action and avail itself of such remedies as may be available under the Uniform Commercial Code in effect in the State of Florida.

3.3 RECEIVER. In the event a suit shall be instituted to foreclose this Mortgage, the Mortgage, its successors or assigns, shall be entitled to apply at any time pending such foreclosure suit to the court having jurisdiction thereof for the appointment of a receiver for all and singular the Premises and of all the rents, income, profits, issues and revenues thereof, from whatsoever source derived, with the usual powers and duties of receivers in like cases, and such appointment shall be made by such court as a matter of strict right to the Mortgage, its successors or assigns, without reference to the adequacy or inadequacy of the value of the property hereby mortgaged or to the solvency or insolvency of the Mortgagor, the Mortgagor's legal representative, successors or assigns, and that such rents, profits, incomes, issues, and revenues shall be applied by such receiver to the payment of the Secured Indebtedness, costs, and charges according to the order of said court. The Mortgagor hereby specifically waives the right to object to the appointment of a receiver as described herein and hereby expressly consents that such appointment shall be made as an admitted equity and is the Mortgagee's absolute right, and that the appointment may be done without notice to the Mortgagor. The Mortgagor further consents to the appointment of the Mortgagee or any officer or employee of the Mortgagee as receiver.

SECTION 4

4.1 PRIOR LIENS, LEASEHOLD, OR CONDOMINIUM. If this is a junior Mortgage, or if this is a mortgage on a leasehold estate, the Mortgagor shall pay all installments of principal and interest and perform each and every covenant and obligation of the prior mortgage or the lease. Failure of the Mortgagor to do so shall constitute a default hereunder. Upon failure of the Mortgagor to do so, the Mortgagee may (but shall not be required to) make such payments or perform such covenants or obligations and the cost of same, together with interest at the maximum rate allowed by law, shall be payable by the Mortgagor upon demand by the Mortgagee and shall be secured by the lien of this Mortgage. If this is a junior Mortgage and the Mortgagor increases the amount due on any prior mortgage without the Mortgagee's prior written consent, the Mortgagee may, at its option, immediately or thereafter declare this Mortgage and the indebtedness secured hereby due and payable forthwith and thereupon may, at its option, proceed to foreclose this Mortgage. If this is a Mortgage on a condominium or a planned unit development, Mortgagor shall perform all of the Mortgagor's obligations under the declaration or covenants creating or governing the condominium or planned unit development, and constituent documents. If a condominium or planned unit development rider is executed by the Mortgagor and recorded together with this Mortgage, the covenants and agreements of such rider shall be incorporated into and shall amend and supplement the covenants and agreements of this Mortgage as if the rider were a part hereof.

4.2 NOTICES. Any notice, election, or other communication required or permitted hereunder shall be in writing and shall be either: (i) delivered in person; (ii) sent by overnight courier service; or (iii) sent by certified or registered United States mail, return receipt requested, to the addresses for the Mortgagor and the Mortgagee set forth on the first page of this Mortgage. Any notice, election, or other communication delivered or mailed as aforesaid shall, if delivered in person, be effective upon date of delivery, if couriered by overnight delivery service be effective on the date of delivery and if mailed, such notice shall be effective upon date of actual receipt. Any notice delivered to the address or addresses set forth above to the respective party shall be deemed delivered if delivery thereof is rejected or refused at the address provided. Each party hereto may change its address and addressee for notice, election, and other communication from time to time by notifying the other parties hereto of the new address and addressee in the manner provided for giving notice herein.

4.3 SUBROGATION. To the extent of the Secured Indebtedness, the Mortgagee is hereby subrogated to the lien or liens and to the rights of the owners and holders thereof of each and every mortgage, lien or other encumbrance on the Premises which is paid or satisfied, in whole or in part, from the proceeds of the loan evidenced by the Secured Indebtedness or from the proceeds of any future or additional advances, and the liens of said mortgages or other encumbrances shall be and the same and each of them hereby are preserved and shall pass to and be held by the Mortgagee herein as security for the Secured Indebtedness, the same extent that it would have been preserved and would have been passed to and been held by the Mortgagee had it been duly and regularly assigned, transferred, set over and delivered unto the Mortgagee by separate deed of assignment, notwithstanding the fact that the same may be satisfied and cancelled of record, it being the intention that the same will be satisfied and cancelled of record by the holders thereof at or about the time of the recording of this Mortgage.

4.4 GENERAL. The provisions hereof shall be binding upon and shall inure to the benefit of the Mortgagor, its successors and assigns (including without limitation subsequent owners of the Premises), and shall be binding upon and inure to the benefit of the Mortgagee, its successors or assigns of any future holder of the Secured Mortgage and may not be changed, terminated or modified orally or in any other manner than by an instrument in writing signed by the party against whom enforcement is sought. The captions or headings at the beginning of each Section hereof are for the convenience of the parties are not a part of this Mortgage. In no event shall all charges in the nature of interest charged or taken on this Mortgage or in connection with the Secured Indebtedness exceed the maximum allowed by law, and in the event such charges cause the interest to exceed said maximum allowed by law, such interest shall be recalculated, and such excess shall be credited to principal, it being the intent of the parties that under no circumstances shall the Mortgagor be required to pay any charges in the nature of interest in excess of the maximum rate allowed by law. In the case any one or more of the covenants, agreements, terms, or provisions contained in this Mortgage or in the Note shall be held or found invalid, illegal, or unenforceable in any respect, the validity of the remaining covenants, agreements, terms, or provisions contained herein and in the Note shall in no way be affected, prejudiced, or disturbed thereby. This Mortgage shall be governed and construed by the laws of the State of Florida. No act of the Mortgagee shall be construed as an election to proceed under any one provision of the Mortgage or of the applicable statutes of the State of Florida to the exclusion of any other such provision, anything herein otherwise to the contrary notwithstanding. Time is of the essence of this Mortgage. No waiver of any covenant herein or in the obligations secured hereby shall at any time hereafter be held to be a waiver of any of the other terms hereof or of the Secured Indebtedness secured hereby or future waiver of the same covenant. The use of any gender shall include all other genders. The singular shall include the plural. The Mortgagor will execute and deliver promptly to the Mortgagee on demand at any time or times hereafter any and all further instruments reasonably required by the Mortgagee to carry out the provisions of this Mortgage.

4.5 ENTIRE AGREEMENT, WAIVER OF JURY TRIAL. It is understood and agree that:

ANY CONTEMPORANEOUS OR PRIOR REPRESENTATIONS, STATEMENTS, UNDERSTANDINGS AND AGREEMENTS, ORAL OR WRITTEN, BETWEEN THE MORTGAGOR AND THE MORTGAGEE ARE MERGED INTO THIS MORTGAGE, WHICH ALONE FULLY AND COMPLETELY EXPRESSES THEIR AGREEMENT, AND THAT THE SAME IS ENTERED INTO AFTER FULL INVESTIGATION, NEITHER PARTY RELYING ON ANY STATEMENT OR REPRESENTATION MADE BY THE OTHER WHICH IS NOT EMBODIED IN THIS MORTGAGE. THE MORTGAGEE AND THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY. THIS PARAGRAPH IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE MAKING THE LOAN TO MORTGAGOR.

The Mortgagor has executed this Mortgage as of the date and year first above written.

Signed, sealed and delivered		THE MORTGAGOR
in the presence of:
		INSPIRED BUILDERS, INC., a Nevada corporation


[Type/Print Name of Witness]		MATTHEW J. NORDGREN
		Chief Executive Officer


[Type/Print Name of Witness]

EXHIBIT "A"

LEGAL DESCRIPTION

PARCEL D:

Commence at the intersection of the northerly prolongation of the east line of Government Lot 4, Section 23, Township 1 South, Range 27 East, and the northerly right-of-way line of Hecksher Drive (a 200 foot right-of-way as now established); thence North 89 degrees 20 minutes 20 seconds West along said right-of-way, a distance of 1200 feet to the Point of Beginning; thence continue North 89 degrees 20 minutes 20 seconds West, a distance of 624 feet, more or less, to the approximate high water line of Dunn's Creek; thence northeasterly, easterly and southeasterly along the meanderings of the approximate high waterline of Dunn's Creek to a point that lies North 0 degrees 27 minutes East and 62 feet from the point of beginning; thence South 0 degrees 27 minutes West, 62 feet to the Point of Beginning.

ACKNOWLEDGMENT

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF LOS ANGELES	)

On , before me , Notary Public in and for said State, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.


Notary Public in and for said
County and State	[SEAL]

SECURITIES EXCHANGE AGREEMENT

THIS SECURITIES EXCHANGE AGREEMENT (this “ Agreement ”), is made and entered into as of the ___ day of June 2013 by and between INSPIRED BUILDERS, INC. , a Nevada corporation (the “ ISRB ”), NORe CAPITAL, LLC , a British Virgin Islands Business Company (“ NORe ”), and PALI-HOLLOWAY, LLC , a California limited liability company (“ Pali-Holloway ”). ISRB, NORe and Pali-Holloway are hereinafter sometimes collectively referred to individually as a “party” or collectively as the “parties.”

WHEREAS , NORe is the holder of an amended and restated secured deed of trust and mezzanine promissory note in $19,000,000 principal amount, dated as of June 23, 2013 issued by Pali-Holloway, as borrower, to NORe, and in the form of Exhibit A annexed hereto and made a part hereof (the “ Exchange Note ”) ; and

WHEREAS , NORe desires to sell, assign and transfer (collectively, “ Transfer ”) the Exchange Note to ISRB pursuant to the note purchase and assignment agreement, dated of even date herewith and in the form of Exhibit B annexed hereto and made a part hereof (the “ Assignment Agreement ”); and

WHEREAS , in consideration for and in exchange for the Transfer of the Exchange Note to it, ISRB has agreed to issue to NORe the “ ISRB Securities ,” as described below..

NOW, THEREFORE , in consideration of the premises and the mutual covenants, warranties and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

The Exchange

Section 1.1 The Exchange . Subject to the terms and conditions of this Agreement, on the “ Closing Date ” (as hereinafter defined):

(a) NORe shall Transfer to ISRB, all right, title and interest in and to the Note.

(b) In exchange for the Exchange Note and in full consideration therefore, ISRB shall:

(i) issue to NORe $12,000,000 of ISRB common stock, $0.001 par value per share (the “ Common Stock ”), represented by stock certificates evidencing an aggregate of ___________ shares of Common Stock of ISRB or such other number of shares of Common Stock as shall be determined by dividing $12,000,000 by the closing price of ISRB Common Stock as at the Closing Date (the “ ISRB Shares ”); and

(ii) issue to NORe, ISRB’s 2% $7,000,000 promissory note payable quarterly as to interest commencing July 1, 2016, and as to principal and all accrued interest on June 30, 2020, and in the form of Exhibit C annexed hereto and made a part hereof (the “ ISRB Note ”).

ISRB Shares and ISRB Note are hereinafter collectively referred to as the “ ISRB Securities .” The Transfer of Exchange Note in exchange for ISRB Securities is referred to herein as the “ Securities Exchange .”

Section 1.2 Closing and Closing Date . The consummation of the Securities Exchange (the “ Closing ”) shall take place at the offices of ISRB or such other place as the parties hereto mutually agree on a date (the “ Closing Date ”) which shall be not later than June 30, 2013, unless such date shall be extended by mutual agreement of the parties.

Section 1.3 Palii-Holloway Representations and Covenants . By its execution of this Agreement, Pali-Holloway does hereby represent, warrant and agree as follows:

(a) The execution and delivery of this Agreement by Pali-Holloway and the exchange of the Exchange Note from NORe to ISRB in accordance with this Agreement has been duly authorized by all necessary action on the part Pali-Holloway and no other proceeding is necessary for the execution and delivery of this Agreement by Pali-Holloway.

(b) The Exchange Note has been duly executed and delivered by Pali-Holloway to NORe and constitutes a legal, valid and binding obligation of Pali-Holloway, enforceable against it in accordance with its terms, except that) the enforceability of the Exchange Note (i) may be subject to the terms of a subordination Agreement in the form of Exhibit D annexed hereto (the “ Subordination Agreement ”) that may be required by East West Bank to be executed and delivered by ISRB, (ii) is subject to applicable bankruptcy, insolvency or other similar Laws, now or hereinafter in effect, affecting creditors’ rights generally, and (iii) is subject to the general principles of equity (regardless of whether enforceability is considered at a proceeding at Law or in equity).

ARTICLE II

Representations and Warranties of NORe

NORe and NORe represent and warrant to ISRB as of the Closing Date as follows:

Section 2.1 Organization, Qualification and Corporation Power . NORe (a) is a Corporation company duly formed, validly existing and in good standing under the Laws of the British Virgin Islands and has the requisite power and authority to own, operate or lease its properties and to carry on its business as is now being conducted and proposed to be conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below) on NORe, and (b) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on NORe.

For purposes of this Agreement, the term “ Material Adverse Effect ” when used in connection with an entity means any change, event, circumstance or effect whether or not such change, event, circumstance or effect is caused by or arises in connection with a breach of a representation, warranty, covenant or agreement of such entity in this Agreement that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition, operations or results of operations, employees or prospects of such entity taken as a whole with its subsidiaries, except to the extent that any such change, event, circumstance or effect is caused by results from (i) changes in general economic conditions, (ii) changes affecting the industry generally in which such entity operates (provided that such changes do not affect such entity in a substantially disproportionate manner).

For purposes of this agreement, the term “ Law ” shall mean any applicable foreign, federal, state or local law, statute, code, ordinance, regulation, rule, principle of common law or other legally enforceable obligation imposed by a court or other Governmental Entity (as defined in Section 1.1 below) in the applicable jurisdiction.

Section 2.2 Ownership of Exchange Note . NORe is the record and beneficial owner of 100% of the exchange Note, and, except for limitations that may be imposed upon ISRB under a Subordination Agreement, the Exchange Note is not subject to limitations on payment or enforceability of the rights of the holder thereof, other than (a) applicable bankruptcy, insolvency or other similar Laws, now or hereinafter in effect, affecting creditors’ rights generally, and (bi) general principles of equity (regardless of whether enforceability is considered at a proceeding at Law or in equity).

Section 2.3 Authority Relative to this Agreement . NORe has the necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by NORe and the consummation by NORe of the transactions contemplated hereby have been duly authorized by all necessary action on the part of NORe and no other corporate proceeding is necessary for the execution and delivery of this Agreement by NORe, the performance by NORe of its obligations hereunder and the consummation by NORe of the transactions contemplated hereby. This Agreement has been duly executed and delivered by NORe and, assuming the due authorization, execution and delivery of this Agreement by ISRB, constitutes a legal, valid and binding obligation of NORe, enforceable against them in accordance with its terms, except that (a) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereinafter in effect, affecting creditors’ rights generally, and (b) the general principles of equity (regardless of whether enforceability is considered at a proceeding at Law or in equity).

Section 2.4 Title to Exchange Note . NORe has acquired good and marketable title to the Exchange Note and on the Closing Date shall Transfer good and marketable title to the Exchange Note to ISRB, free and clear of all Liens.

Section 2.5 Investment Representations . NORe hereby represents and warrants only with respect to himself:

(a) ISRB Shares and ISRB Note will be acquired for investment for the account of NORe’s or an Affiliate thereof, , not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and NORe has no present intention of selling, granting any participation in, or otherwise making a public distribution of ISRB Securities. Except for the assignment of ISRB Securities to an Affiliate, NORe does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation in any of ISRB Securities to such person or to any third person.

(b) NORe has had an opportunity to ask questions and receive answers from ISRB regarding the terms and conditions of the offering and sale of ISRB Securities. NORe acknowledges that (i) it has had an opportunity to review all of ISRB’s filings with the SEC of its annual, quarterly and interim reports under the Securities Exchange Act of 1934, as amended (the “ ISRB SEC Reports ”); (ii) an investment in ISRB Securities involves a high degree of risk, (iii) ISRB is presently a development stage company and that such corporation may never generate significant revenues or profits, (iv) an active trading market for ISRB Common Stock may not develop, and (v) the value of the IRSB Note is largely dependent upon the future business success of ISRB.

(c) NORe acknowledges that he has (i) such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in ISRB Securities, (ii) had such risks explained to him and has determined that such investment is suitable for it in view of its financial circumstances and available investment opportunities, (iii) sufficient net worth and income to bear the economic risk of this investment, and (iv) no need for liquidity of the investment and no reason to anticipate any change in the his financial circumstances which may cause or require any sale, transfer or other distribution of ISRB Securities.

ARTICLE III

Representations and Warranties of ISRB

ISRB hereby represents and warrants to NORe as of the Closing Date as follows:

Section 3.1 Organization, Qualification and Corporation Power . ISRB as of the Closing Date (a) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and proposed to be conducted, and (b) is duly qualified as a foreign corporation to do business, and is in good standing, in each other jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except in the case of clause.

Section 3.2 Authority Relative to this Agreement . ISRB has the necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

Section 3.3 No Conflict; Required Filings and Consents .

(a) The execution and delivery of this Agreement by the of ISRB do not, and the consummation by it of the transactions contemplated hereby will not, (i) conflict with or violate any Law, court order, judgment or decree applicable to ISRB or by which any of its property is bound, (ii) violate or conflict with the Articles of Incorporation or Bylaws (or comparable organizational documents) of ISRB, or (iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time of both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a Lien on any of the properties or assets of ISRB pursuant to any contract, instrument, permit or license to which ISRB is a party or by which ISRB or its property is bound, except in the case of clauses (i) and (iii) for conflicts, violations, breaches or defaults which, individually or in the aggregate, would not have or result in a Material Adverse Effect on ISRB.

(b) Except for its filing of a Form 8-K Interim Report with the SEC under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) ISRB is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby the failure of which to submit would, individually or in the aggregate, have or result in a Material Adverse Effect on ISRB. No waiver, consent, approval or authorization of any Governmental Entity or any third party is required to be obtained or made by ISRB in connection with its execution, delivery or performance of this Agreement.

Section 3.4 Issuance of the ISRB Securities .

(a) The ISRB Securities to be issued to NORe on the Closing Date have been duly authorized and, when issued and paid for in accordance with the terms hereof and thereof, will be duly and validly issued, fully paid and non-assessable, free and clear of all liens other than restrictions on transfer provided for in this Agreement hereto imposed by applicable securities laws and shall not be subject to preemptive or similar rights of stockholders.

(b) The ISRB Securities will be issued in compliance with all applicable federal and state securities laws. The issue and sale of the ISRB Securities will not, immediately or with the passage of time, obligate ISRB to issue shares of its securities to any person other than NORe and will not result in a right of any holder of ISRB’s securities to adjust the exercise, conversion, exchange or reset price under such securities.

Section 3.5 Commitments. . No securities of ISRB are entitled to preemptive or similar rights, and no person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated hereby; Except as set forth in the ISRB SEC Reports, ISRB has not issued any other options, warrants or scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or entered into any agreement giving any person any right to subscribe for or acquire, any shares of ISRB Common Stock; there are no contracts, commitments, understandings, or arrangements by which ISRB is or may become bound to issue additional shares of the capital stock of ISRB or options, securities or rights convertible into shares of capital stock of ISRB; except for customary adjustments as a result of stock dividends, stock splits, combination of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by ISRB (or in any agreement providing rights to security holders) and the issuance and sale of the ISRB Securities will not obligate ISRB to issue securities to any person (other than NORe) and will not result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities; ISRB is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of ISRB.

Section 3.6 Tax Matters . ISRB (i) has accurately and timely prepared and filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all material taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of ISRB and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of ISRB know of no basis for such claim. ISRB has not waived or extended any statute of limitations at the request of any taxing authority. There are no outstanding tax sharing agreements or other such arrangements between ISRB and any other corporation or entity and ISRB is not presently undergoing any audit by a taxing authority.

Section 3.7 Litigation . There is no pending litigation, arbitration or administrative proceeding against ISRB.

Section 3.8 Compliance . ISRB, except in each case as, individually or in the aggregate, has not and could not reasonably be expected to result in a Material Adverse Effect (i) is in violation of any order of any court, arbitrator or governmental body having jurisdiction over ISRB or its properties or assets, or (ii) to ISRB’s knowledge, is or has been in violation of any statute, rule or regulation of any governmental authority applicable to ISRB.

Section 3.10 No Directed Selling Efforts or General Solicitation . Neither ISRB nor any of its affiliates, nor any person acting on its or their behalf has conducted any “general solicitation” or “general advertising” (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares.

Section 3.11 Investment Company . ISRB is not required to be registered as, and is not an affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.12 Questionable Payments . Neither ISRB nor, to ISRB’s knowledge, any directors, officers, employees, agents or other persons acting on behalf of ISRB has, in the course of its actions for, or on behalf of, ISRB: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to foreign or domestic political activity; (b) made any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees from corporate funds; (c) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended or (d) made any other unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

ARTICLE IV

Conditions of Securities Exchange

Section 4.1 Conditions to Obligations of ISRB to Effect the Securities Exchange . The obligations of ISRB to effect the Securities Exchange will be subject to the satisfaction or waiver of the following conditions prior to the Closing Date:

(a) Representations and Warranties . Those representations and warranties of NORe and Pali-Holloway set forth in this Agreement will be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date in which case such representations and warranties will be true and correct as of such date).

(b) Agreements and Covenants . NORe shall have performed in all material respects all obligations and complied in all material respects with all of its agreements and covenants required to be performed or complied with under this Agreement.

Section 4.2 Conditions to Obligations of NORe to Effect the Securities Exchange . The obligations of NORe to effect the Securities Exchange will be further subject to the satisfaction or waiver of the following conditions prior to the Closing Date:

(a) Representations and Warranties . Those representations and warranties of ISRB set forth in this Agreement will be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date in which case such representations will be true and correct as of such date).

(b) Agreements and Covenants . ISRB and shall have performed in all material respects all obligations and complied in all material respects with all agreements and covenants of ISRB and required to be performed or complied with by them under this Agreement.

(c) Certificate of Secretary . NORe will have received from the corporate secretary of ISRB a certificate (i) certifying ISRB’s Articles of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of ISRB, and (iii) certifying the resolutions of the board of directors of ISRB.

(d) Majority Stockholders Consent . ISRB and NORe shall have received the written consents duly executed by such Persons owning a majority of the issued and outstanding shares of ISRB Common Stock as at the Closing Date (the “ ISRB Majority Stockholders ”), approving, adopting and ratifying on behalf of ISRB this Agreement and all exhibits hereto and all transactions contemplated hereby (the “ Majority Stockholders Consents ”).

ARTICLE V

Survival and Indemnification

Section 5.1 Survival of Representations . All representations, warranties and covenants of the parties contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of the other parties to this Agreement, until the earlier of the termination of this Agreement or eighteen (18) monthsafter the Closing Date (the “ Survival Period ”), whereupon such representations, warranties and covenants will expire (except for covenants that by their terms survive for a longer period). The parties’ post-closing remedies for a breach are not limited by the pre-closing discovery of a breach.

Section 5.2 Limitations on Indemnity Obligations .

(a) Notwithstanding anything to the contrary herein, in no event shall a party or person having the indemnity obligation under this ARTICLE V (“ Indemnifying Party ”) have any liability for an indemnity obligation under this ARTICLE V unless and until the Damages relating to the party’s indemnity claims exceed $10,000 in the aggregate.

ARTICLE VI

Closing Date Deliveries

Section 6.1 Deliveries by ISRB. On the Closing Date, ISRB shall cause to be delivered to NORe:

(a) against delivery by NORe of the Exchange Note (i) one or more share certificates evidencing all of the ISRB Shares duly registered in the name of NORe, and (ii) the ISRB Note;

(b) resolutions of the board of directors of ISRB and the Majority Stockholders Consents.

Section 6.2 Deliveries by NORe. On the Closing Date, NORe shall cause to be delivered to ISRB, against receipt of the ISRB Securities, the Exchange Note, duly endorsed to ISRB for transfer.

ARTICLE VII

General and Miscellaneous Provisions

Section 7.1 Notices . All notices and other communications given or made pursuant hereto will be in writing and will be deemed to have been duly given or made (a) as of the date delivered, if delivered personally or by overnight courier, (b) on the third Business Day after deposit in the U.S. mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), or (c) when successfully transmitted by facsimile (with a confirming copy of such communication to be sent as provided in clauses (a) or (b) above), and, in each case to the parties at the following addresses or facsimile number (or at such other address for a party as will be specified by like notice, except that notices of changes of address will be effective upon receipt):

(a) If to ISRB:

Inspired Builders, Inc..

_________________________

________________

Attention:

Telephone:

(b) If to NORe

NORe Capital LLC

Harbour House, Second Floor

Road Town, Tortola

British Virgin Islands

Tel: (284) 494-4770

For purposes of this Agreement, a “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banking organizations in the State of California. are authorized or required by law to close.

Section 7.2 Expenses . All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such fees, costs and expenses.

Section 7.3 Amendment . This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

Section 7.4 Entire Agreement . This Agreement and the schedules and exhibits attached hereto, constitute the entire agreement and supersede any and all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 7.5 Public Announcements . ISRB and NORe will consult with each other before holding any press conferences, analyst calls or other meetings or discussions and before issuing any press release or other public announcements with respect to the transactions contemplated by this Agreement. The parties will provide each other the opportunity to review and comment upon any press release or other public announcement or statement with respect to the transactions contemplated by this Agreement, and will not issue any such press release or other public announcement or statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange. The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement will be mutually agreed upon prior to the issuance thereof.

Section 7.6 No Third-Party Beneficiaries . Except for the parties hereto, this Agreement is not intended to confer upon any other Person any rights or remedies hereunder.

Section 7.7 Assignment . This Agreement will not be assigned by operation of Law or otherwise, except that NORe may assign all or any of the ISRB Securities and its rights hereunder to any Affiliate of NORe; provided , however , that no such assignment will relieve the assigning party of its obligations hereunder. This Agreement will be binding upon, and will be enforceable by and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 7.8 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

Section 7.9 Governing Law . This Agreement will be governed by, and construed in accordance with, the Laws of the State of Nevada applicable to contracts executed in and to be performed entirely within that State.

Section 7.10 Consent to Jurisdiction . Any dispute arising under this Agreement shall be submitted to arbitration administered in the State or Nevada.

Section 7.11 Headings; Interpretation . The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “ include ,” “ includes ” or “ including ” are used in this Agreement, they will be understood to be followed by the words “ without limitation .”

Section 7.12 Construction . In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Section 7.13 Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed will be deemed to be an original but all of which will constitute one and the same agreement.

Section 7.14 Confidentiality . NORe and ISRB each recognize that they have received and will receive confidential information concerning the other during the course of the Securities Exchange negotiations and preparations. Accordingly, NORe and ISRB each agree (a) to use its respective best efforts to prevent the unauthorized disclosure of any confidential information concerning the other that was or is disclosed during the course of such negotiations and preparations, and is clearly designated in writing as confidential at the time of disclosure, and (b) to not make use of or permit to be used any such confidential information other than for the purpose of effectuating the Securities Exchange and related transactions. The obligations of this section will not apply to information that (i) is or becomes part of the public domain, (ii) is disclosed by the disclosing party to third parties without restrictions on disclosure, (iii) is received by the receiving party from a third party without breach of a nondisclosure obligation to the other party or (iv) is required to be disclosed.

[ REMAINDER OF PAGE LEFT BLANK – SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , ISRB NORe and Pali-Holloway have executed this Agreement as of the date first written above.

	INSPIRED BUILDERS, INC.

	By:
	Name:
	Title:	President

	NORe CAPITAL, LLC

	By:
	Name:
	Title:	Member and Manager

	PALI-HOLLOWAY, LLC
	By;	Pali-Holloway Management LLC Manager :

	By:
		Avi Brosh, Member and Manager

SENIOR SUBORDINATED NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

PALI-HOLLOWAY, LLC

SENIOR SUBORDINATED NOTE

$19,000,000.00

Issuance Date; As of June 24, 2013

FOR VALUE RECEIVED, the undersigned, Pali-Holloway, LLC , a California limited liability company (“ Pali-Holloway ” or the “ Borrower ”), hereby promises to pay to the order of NORe Capital LLC , a British Virgin Islands limited liability company (“ NORe ”), or its registered assigns (collectively with NORe, the “ Holder ”), the principal sum of NINETEEN MILLION AND NO/100 DOLLARS ($19,000,000.00).

Unless accelerated or subject to a mandatory Prepayment Event, as set forth in Section 3(a) below, the entire principal amount of this Senior Subordinated Note (this “ Note ”) and all Interest (at the Interest Rate) accrued hereon (as such principal amount and Interest are modified in accordance with the terms of Section 2 below) shall be due and payable on a date which shall be June 30, 2020, being seven (7) years from the Issuance Date (the “ Maturity Date ”).

1. Definitions . As used herein, the following terms shall have the meanings set forth below.

(a) Available Cash Flow shall mean, as of any date in question, the net income of the Borrower after payment of all (i) scheduled payments of the principal amount of and accrued interest on all Senior Indebtedness, (ii) scheduled management fees payable to Pali-Holloway Management LLC (not to exceed 4% of revenues from operation of the Pali-Holloway Residence, (iii) all scheduled capital expenditures set forth in a budget approved by the holder of Senior Indebtedness and the Holder of this Note, (iv) all scheduled taxes payable by the Borrower or the Pali-Holloway Residence; and (v) all other amounts required to pay accounts payable and other accrued expenses of the Borrower incurred in the ordinary course of business; provided, that such Available Cash Flow shall be permitted to be paid to the Holder of this Note pursuant to the Subordination Agreement.

(b) Brosh Membership Interest means as at the date of this Agreement, a sixty-two (62.0%) percent Membership Interest in Pali-Holloway owned by Avi Brosh or any of his affilaites.

(c) East West Bank Deed of Trust shall mean the deed of trust in $17,980,000 original principal amount, dated August 1, 2005, issued by Borrower in favor of East-West Bank, and representing Senior Indebtedness.

(d) Pali-Holloway Residence . means the Palihouse Residence located at 8465 Holloway Drive, West Hollywood, California.

(e) Pali-Holloway Second Deed of Trust and Note means the secured second deed of trust and mezzanine promissory note dated April 18, 2008, executed by the Borrower and certain of its Affiliates in favor of Pali-Funding, LLC (“ Pali-Funding ”) in original $43,862,500 principal amount, which was assigned to Development Property Holdings, Inc. (“ DPH ”) on September 4, 2001, and further assigned by DPH to Camden Fund on November 5, 2012, and which presently has an indicative face amount, including accrued interest fees and penalties, of $19.0 million.

(f) Pali-Holloway Operating Agreement means the operating agreement of Pali-Holloway, dated May 1, 2004.

(g) Sale of Control means the sale of all or substantially all of the assets of the Borrower, whether by sale of the Pali-Holloway Residence or the sale of a majority of the outstanding membership interests of Pali-Holloway, in either case, to any individual, corporation, limited liability company, partnership or other entity (each a “ Person ”) that is not an affiliate of Avi Brosh.

(h) Senior Indebtedness shall mean the East-West Bank Deed of Trust or any other first mortgage or deed of trust issued by another lender that constitutes a first priority lien and security interest on the assets and properties of Pali-Holloway and the Pali-Holloway Residence.

(i) Subordination Agreement shall mean collective reference to the subordination provisions contained in the Pali-Holloway Second Deed of Trust and Note or any related subordination agreement between East-West Bank or any subsequent holder of Senior Indebtedness and the Holder or any subsequent Holder of this Note.

2. Prior Note and Loan Documents.

(a) NORe and the Borrower hereby acknowledge that this Note:

(i) has been purchased by NORe from Camden Real Estate Opportunity Fund I, LLC , a California limited liability company (the “ Camden Fund ”) and evidences all Indebtedness formerly owed by the Borrower to Camden Fund,

(ii) amends and restates in its entirety replaces and supersedes in its entirety all Indebtedness of the Borrower under the Pali-Holloway Second Deed of Trust and Note; and

(iii) terminates all obligations of any Person, other than the Borrower, guaranteeing any payment or performance obligation related to the indebtedness of Borrower under the Prior Note.

(b) This Note is being entered into in connection with, among other documents (i) the appointment by Palisades General Contracting Company, a California corporation wholly-owned by Avi Brosh (“ Palisades ”) of Pali-Holloway Management LLC , a California limited liability company (to be owned 75% by Palisades, and 25% by Lucas Mann) as the “Manager Affiliate” and successor-in-interest to Palisades, as the sole Manager of the Palihouse Residence under the Pali-Holloway Operating Agreement (the “ Manager Affiliate Appointment ”), (ii) an operating agreement of Pali-Holloway Management LLC in form and content acceptable to the Holder (the “ Pali-Holloway Management Operating Agreement ”), (iii) an assignment of the Prior Note from Camden Fund to NORe, pursuant to an assignment agreement in form and content acceptable to NORe (the “ Prior Note Assignment ”), and (iv) if and to the extent required by the holder of any Senior Indebtedness, an amended and restated Subordination Agreement. This Note, the Manager Affiliate Appointment, the Pali-Holloway Operating Agreement, the Prior Note Assignment and (if required) the Subordination Agreement are collectively referred to as the “ Loan Documents ”.

3. Interest . The Borrower promises to pay interest (the “ Interest ”) on the outstanding principal amount of this Note (the “ Principal Amount ”) at the annual rate of ten percent (10%) per annum (the “ Interest Rate ”). Until July 1, 2016, interest on the Principal Amount shall accrue at the Interest Rate and be added to the Principal Amount of this Note, to be paid on the Maturity Date. Following July 1, 2016, interest shall be payable quarterly on the then outstanding Principal Amount of this Note out of Available Cash Flow, on the last business day of each September, December, March and June, until June 30, 2020, when the entire unpaid Principal Amount of this Note and all interest accrued hereon shall be due and payable.

4. Prepayment .

(a) Mandatory Prepayments . Subject at all times to payment in full of all Senior Indebtedness, or the prior written consent or waiver of the holder(s) of such Senior Indebtedness, in the event that there shall occur prior to the Maturity Date of this Note: (i) any Sale of Control; (ii) the liquidation of the Borrower; or (iii) the sale of the Brosh Pali-Holloway Membership Interests to any Person not an affiliate of Avi Brosh, (each a “ Prepayment Event ”), the Borrower shall prepay all or any portion of the unpaid Principal Amount of and accrued Interest on this Note.

(b) Optional Prepayment . In addition to (but not in lieu of) the mandatory prepayments set forth in Section 4(a) above, the Borrower may, at its option, prepay all or any portion of this Note at any time or from time to time, without penalty or premium of any kind.

5. Collateral. The Indebtedness of the Borrower under this Note and the obligations of the Borrower under the Borrower Guaranty are secured by an assignment from Camden Fund to NORe of the second secured deed of trust on the Pali-Holloway Residence, subject only to a priority senior deed of trust, lien and security interest on the same assets granted to holder(s) of Senior Indebtedness,

6. Subordination . This Note shall be subject, subordinate and junior in right of payment to all Senior Indebtedness of the Borrower, and subject to all of the provisions of the Subordination Agreement.

7. Events of Default. The occurrence and continuation of any the following events shall constitute an “ Event of Default ”:

(a) the Borrower’s failure to pay to the Holder any amount of this Note that is required to be paid hereunder, on the Maturity Date, which default shall not be cured within five (5) Business Days of its occurrence;

(b) the failure of Borrower to make any one or more Mandatory Prepayment of this Note, as and when any one or more Prepayment Event shall occur, which default shall not be cured within five (5) Business Days of its occurrence;

(c) the Borrower shall commit and shall fail to cure any default or event of default, beyond any applicable notice and cure period, under any Senior Indebtedness;

(d) Avi Brosh or his affiliate Archelle Holdings, Inc. shall own less than a majority of the membership interests in the Borrower;

(e) unless otherwise consented to in writing by the Holder, any of the annual percentage management fees payable to the Manager or any Manager Affiliate under the Borrower’s operating agreement shall be increased;

(f) unless otherwise consented to in writing by the Holder, any of the Loan Documents shall be amended, modified or terminated or otherwise cease being in full force and effect;

(f) the Borrower, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign or state law for the relief of debtors (collectively, “ Bankruptcy Law ”), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official (a “ Custodian ”), (D) makes a general assignment for the benefit of its creditors, or (E) admits in writing that it is generally unable to pay its debts as they become due;

(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Borrower, the Borrower in an involuntary case, (B) appoints a Custodian of the Borrower, the Borrower, or (C) orders the liquidation of the Borrower; or

(h) any material damage to, or loss or destruction of the Pali-Holloway Residence, which causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower, unless the Borrower maintains insurance in amounts required by its lenders for the repair or replacement of any such damage, loss, or destruction.

8. Remedies upon Default .

(a) Upon the occurrence and during the continuation of an Event of Default, the Holder may require the Borrower to pay and redeem all or any portion of this Note by delivering written notice thereof (the “ Default Notice ”) to the Borrower, which Default Notice.

(b) Upon the occurrence of any one or more Events of Default, the Holder of this Note may, during the continuation thereof, proceed to protect and enforce its rights hereunder by suit in equity, action at law or by other appropriate proceeding, whether for the specific performance of any covenant or agreement of the Borrower contained in this Note, or of the Borrower contained in the Pali-Holloway Management Agreement or any other Loan Document, or in aid of the exercise of any power granted in this Note, any Loan Document or the Pali-Holloway Management Agreement, or may proceed to enforce the payment of this Note, or to enforce any other legal or equitable right of the Holder of this Note.

9. Remedies Cumulative . No remedy conferred upon the Holder herein or in the other Loan Documents is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder, under any of the Loan Documents, and any other remedy now or hereafter existing at law or in equity or by statute or otherwise.

10. Transfer . This Note may be transferred or assigned, in whole or in part, by the Holder at any time. The term “ Holder ” as used herein shall also include any transferee of this Note. Each transferee of this Note acknowledges that this Note has not been registered under the Securities Act, and may be transferred only pursuant to an effective registration under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act.

11. Replacement of Note . On receipt by the Borrower of an affidavit of an authorized representative of the Holder stating the circumstances of the loss, theft, destruction or mutilation of this Note (and in the case of any such mutilation, on surrender and cancellation of such Note), the Borrower, at their own expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor. Such Holder must provide a reasonable indemnity agreement in connection with any such replacement, acknowledging potential liability in the event of a claim for payment under this Note that is not in accord with the terms of the Forbearance Agreement.

12. Covenants Bind Successors and Assigns . All the covenants, stipulations, promises and agreements in this Note by or on behalf of the Borrower shall bind its successors and assigns, whether so expressed or not.

13. GOVERNING LAW . THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

14. Severability . In case any provision in or obligation under this Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdictions, shall not in any way be affected or impaired thereby.

15. Waivers . Demand, presentment, protest, notice of protest and notice of dishonor are hereby waived by all parties bound hereon.

16. Headings . The headings in this Note are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as of the date first written above.

BORROWER :	PALI-HOLLOWAY, LLC a California limited liability company

	By:
	Name:	Avi Brosh
	Title:	Manager and Member

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

East-West Bank

475 Huntington Drive

San Marin o , California 91 1 08

Attention: Deborah Beveridge

SUBORDINATION AGREEMENT

NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTERESTS IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

THIS SUBORDINATION AGREEMENT is made as of June __, 2013 by PALI-HOLLOWA Y , LL C , a California limited liability company ("Borrower”) INSPIRED BUILDERS, INC. , a Nevada corporation ( "Subordinate Lender"), and EAST-WEST BANK, a California banking corporation ("Senior Lender" ) .

RECITALS

A . Concurrently with the execution and delive r y of this Ag r e emen t , Borrower is making a Secured Promissory Note payable to the order of Subordinate Lender in the principal amount of $19,000 , 000 (the "Subordinate Note”). The loan evidenced by the Subordinate Note (the " Subordinate Loan") is being made pursuant to the terms and conditions set forth in the Loa n Agreement between Borrower and Subordinate Lender (the "Subordinate Loan Agreement" ) . Borrower's performance of its obligations under the Subordinate Note and the Subordinate Loa n Agreement is secured by the Deed of Trus t , A s s ignment of Rents, Security Agreement an d Fixture Filing executed by Borrower for the benefit of Subordinate Lender, which will b e recorded in the Official Records of Los Angele s , California concurrently with this Agreement (the "Subordinate D e e d of Trust " ). The Subordina t e Deed of Trust e ncumbers the real propert y described in Exhibit A attached hereto (the "Property"). The Subordinate Loan Agreemen t , Subordinate Not e , Subordinate Deed of Trust and each other document, instrument or agreement executed or otherwise delivered in connection with the m , as they may in the future be modifie d or amende d , are referred to as t he "Subordi n a te Loan Document s . "

B . Concurrently with the execution and delivery of this Agreemen t , Borrower and Subordinate Lender acknowledge that Borrower is indebted to Senior Lender in the amount of $_____________ pursuant to a Promissory Note payable to the order of Senior Len d e r in the original principal amount of $17,980,000 (the "Senior Note"). The loan evidenced by the Senior Note (the "Senior Loa n " ) is being made pursuant to the terms and conditions set forth in the Construction Loan Agreement of this date between Borrower and Senior Lender (the "Senior Loan Agr e e ment" ) .

Borrower’s performance of its obligations under the Senior Note and Senior Loan Agreement is secured by the Construction Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing of this date executed by Borrower for the benefit of Senior Lender (the "Senior Deed of Trust"). The Senior Deed of Trust is to be recorded concurrently with Borrower's and Senior Lender's entering into this Agreement and encumbers the Property. The Senior Note, Senior Loan Agreement, Senior Deed of Trust and each other document, instrument or agreement executed or otherwise delivered in connection with them, as they may in the future be modified or amended, are referred to as the "Senior Loan Documents."

C. The parties' execution and delivery of this Agreement is a condition precedent to Senior Lender's obligation to make the Senior Loan. Borrower and Subordinate Lender will benefit from Senior Lender's making the Senior Loan. Accordingly, Borrower and Subordinate Lender are willing the enter into this Agreement for Senior Lender's benefit.

AGREEMENT

1. Subordination .

(a) All amounts owing to Subordinate Lender under the Subordinate Loan Documents are and shall be subordinate, to the extent and in the manner provided in this Agreement, in right of payment to the prior payment in full of all amounts owing to Senior Lender under the Senior Loan Documents.

(b) The lien of the Subordinate Deed of Trust and other Subordinate Loan Documents is and shall be subordinate, to the extent and in the manner provided in this Agreement, to the lien of the Senior Deed of Trust and the other Senior Loan Documents.

(c) Subordinate Lender acknowledges that the priority ofthe Senior Loan Documents as provided in this Section 1 includes, without limitation, Senior Lender's prior right to voluntary payments from Borrower or others, proceeds of any assignment of rents, monies held by receivers and proceeds of insurance, condemnation or other claims relating to the Property or any of the other collateral given to secure Borrower's performance of the Senior

Loan (the Property, together with such collateral, being collectively, the "Collateral").

2. Payment on Subordinate Loan Documents . Upon Senior Lender's delivery to Borrower and Subordinate Lender of a notice that an "Event of Default" (as defined in the Senior Loan Agreement) has occurred and is continuing, Borrower shall not make and Subordinate Lender shall not accept any further payments under the Subordinate Loan until the first to occur of (a) Borrower's statutory reinstatement of the Senior Loan, (b) Senior Lender's other acceptance of a cure of such Event of Default or (c) full and final payment in cash of all obligations owing to Senior Lender under the Senior Loan Document s . As long as Subordinate Lender has not received any written notice of an event of default under the Senior Loan Document s , Subordinate Lender shall be entitled to receive and collect any regularly scheduled interest payments, principal payments and other payments required to be made by Borrower under the Subordinate Loan Documents.

3. Subordination Absolute . The Senior Loan Documents shall constitute a lien upon the Collateral which is unconditionally and under all circumstances (including, without limitation, any impairment of the lien ofthe Subordinate Deed of Trust and Subordinate Lender's security interest in the Collateral) prior to the lien of the Subordinate Loan Documents. Senior Lender shall have no duty or responsibility, and the priority of the lien of the Senior Loan Documents over the lien of the Subordinate Loan Documents shall in no way be affected or diminished by any failure of Senior Lender, to consult with, obtain the consent of or in any way communicate with or notify Subordinate Lender regarding any act or omission by Senior Lender relating to the Collateral, the Senior Loan, the Senior Loan Documents, Borrower or otherwise. Without limiting the generality of the foregoing, Subordinate Lender agrees as follows:

(a) Subordinate Lender has been afforded the opportunity to review, and has made such review as it has deemed necessary of (i) the Senior Loan Documents, and (ii) all agreements, including but not limited to any loan or escrow agreements, between Borrower and Senior Lender for the disbursement, repayment and redisbursement of the proceeds of the Senior Loan;

(b) Senior Lender in making disbursements of the Senior Loan is under no obligation or duty to, nor has Senior Lender represented that it will, see to the application of the proceeds of the Senior Loan by Borrower and any application or use of such proceeds for purposes other than those provided for in the Senior Loan Documents shall not defeat the subordination agreed to in Section 1 above, either in whole or in part;

(c) Subordinate Lender's agreement to subordinate is applicable with respect to all disbursements or advances made or to be made pursuant to the Senior Loan Documents, whether optional or obligatory;

(d) Senior Lender need not inquire into the power of Borrower or the authority of its partners or agents acting or purporting to act in its behalf. Any credit granted to Borrower pursuant to the Senior Loan Documents shall be deemed to have been granted in consideration of and in reliance upon this Agreement;

(e) Borrower's indebtedness under the Senior Loan Documents may exceed the face amount of the Senior Note without impairing the subordination made above;

(f) Upon such terms and at such times as it deems best and without notice to Subordinate Lender, Senior Lender may, without impairing the subordination made above, (i) renew, alter, compromise, accelerate, extend or change the time or manner for the payment of any indebtedness or the performance of any obligation under or evidenced by the Senior Loan Documents; (ii) supplement, modify or amend in any way the Senior Loan Documents; provided, however, that except for increases in the principal amount of the Senior Loan of up to $2,000,000 in the aggregate to cover increases in construction costs and payments for taxes, insurance or any other protective advances necessary to prevent the impairment of Senior Lender's security pursuant to the Senior Loan Documents, Senior Lender may not increase the principal amount of the Senior Loan without Subordinate Lender's consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed; (iii) increase or reduce the rate of interest or release Borrower (by acceptance of a deed in lieu of foreclosure or otherwise) as to all or any portion of the Senior Loan; (iv) accept additional or substituted security for any indebtedness or the performance of any obligation under or evidenced by the Senior Loan Documents; or (v) release or subordinate any security for any indebtedness or the performance of any obligation under or evidenced by the Senior Loan Documents;

(g) Senior Lender shall have no duty to disclose to Subordinate Lender any facts Senior Lender may now know or learn later about Borrower, any guarantor of the Senior Loan, the Collateral or any other security for the Senior Loan, regardless of whether Senior Lender has reason to believe that (i) any such facts materially increase Subordinate Lender's risk beyond that which Subordinate Lender intends to assume or (ii) such facts are unknown to Subordinate Lender or Senior Lender has a reasonable opportunity to communicate such facts to Subordinate Lender, it being understood and agreed that Subordinate Lender is fully responsible for being and keeping informed of the financial condition of Borrower, any guarantor for the Senior Loan, the Collateral and of all circumstances bearing on any of them;

(h) With or without notice to Subordinate Lender, Senior Lender, in its sole discretion and at any time and from time to time and in such manner and upon such terms as it deems fit may: (i) apply any payments or recoveries from Borrower or realized from any security for the Senior Loan, in such manner, order or priority as Senior Lender sees fit, to the indebtedness of Borrower to Senior Lender under the Senior Loan Documents whether or not such indebtedness is otherwise secured or is due at the time of such application; and (ii) refund to Borrower any payment received by Senior Lender upon any indebtedness under the Senior Loan Documents and the Subordinate Loan Documents shall remain fully subordinate to the amount refunded;

(i) No exercise of any right given Senior Lender by the Senior Loan Documents or this Agreement, no failure to exercise any right referred to in the foregoing clause, no dealing by Senior Lender with Borrower or any guarantor, endorser or any other person, and no impairment or suspension of any right or remedy of Senior Lender or Subordinate Lender shall in any way affect any of the obligations of Subordinate Lender under this Agreement or the subordination made by this Agreement, or give Subordinate Lender any recourse against Senior Lender; and

(j) Without in any way limiting the foregoing, Senior Lender and Subordinate Lender expressly agree and understand that the continued lien of the Subordinate Loan Documents upon the Collateral is an accommodation agreed to by Senior Lender on the condition that the lien of the Senior Loan Documents and the rights of Senior Lender shall in no way be impaired or diminished by, and Subordinate Lender's agreement to that effect is a substantial and material consideration to Senior Lender in making the Senior Loan.

4. [Intentionally omitted.]

5. Payments Received in Trust . All payments or distributions upon or with respect to the Subordinate Loan that are received by Subordinate Lender contrary to the provision s of this Agreement shall be received in trust for the benefit of Senior Lender, shall be segregated from other funds and property held by Subordinate Lender and shall be promptly paid to Senior Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property) for the payment or prepayment of the Senior Loan in accordance with its terms.

6 . No Commencement of Any Proceedin g . Subordinate Lender agrees that, so long as any amount of the Senior Loan shall remain unpaid, it will not commence, or join with any creditor other than Senior Lender in commencing, any bankruptcy, insolvency, reorganization or similar proceeding.

7 . Rights of Subrogation . Subordinate Lender agrees that no payment or distribution to Senior Lender pursuant to the provisions of this Agreement shall entitle Subordinate Lender to exercise any rights of subrogation with respect to such payment until the Senior Loan shall have been paid in full.

8 . Further Assurances . Subordinate Lender and Borrower each will further mark its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement and will, in the case of any portion of the Subordinate Loan that is not evidenced by any instrument, upon Senior Lender's request cause such portion of the Subordinate Loan to be evidenced by an appropriate instrument or instruments endorsed with the above legend. Subordinate Lender and Borrower each will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Senior Lender may request, in order to protect any right or interest granted or purported to be granted by this Agreement or to enable Senior Lender to exercise and enforce its rights and remedies under this Agreement. Without limiting the generality of the foregoing, Subordinate Lender shall provide to Senior Lender a UCC-2 Financing Statement for filing with the California Secretary of State which gives notice of the subordination of any UCC-1 Financing Statement filed by Subordinate Lender in connection with the Subordinate Loan to any UCC-1 Financing Statement filed by Senior Lender in connection with the Senior Loan.

9 . Changes in Subordinate Loan . Subordinate Lender shall not permit the terms of any of the Subordinate Loan Documents to be changed in such a manner as to have an adverse effect upon the rights or interests of Senior Lender, including, without limitation, increase the rate of interest provided for in the Subordinate Note, provide for advances in addition to or for any purpose other than as set forth in the Subordinate Loan Agreement or cross-default or cross-collateralize the Subordinate Loan with any other loan from Subordinate Lender to Borrower.

10 . Notices and Opportunity to Cure . Subordinate Lender shall give Senior Lender (a) notice of any default under the Subordinate Loan Documents and the occurrence of any event which, with the giving of notice or the passage of time, or both, would become such a default and (b) such other notices regarding the Subordinate Loan as Borrower shall be obligated to give Subordinate Lender under the Subordinate Loan Documents from time to time.

11 . Refinancing. Subordinate Lender agrees that if Borrower obtains a new loan secured by the Property in an amount not greater than the amount of the Senior Loan on the date hereof, substantially all of the proceeds of which are used to repay the Senior Loan (or repay other loans which are used to repay the Senior Loan), Subordinate Lender shall, at the request of such refinancing lender, enter into a new agreement providing the same terms and conditions as set forth in this Agreement and such additional terms as are reasonably requested by such refinancing lender.

12 . Leases . Subordinate Lender shall consent to such leases of space in the Property as and at the time Senior Lender shall so consent and shall execute and deliver nondisturbance agreements to tenants if, at the time and in the manner given by Senior Lender.

13 . Sole Agreement Regarding Subordination . This Agreement is the sole agreement with regard to the subordination of the Subordinate Loan to the Senior Loan and supersedes and cancels any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Subordinate Loan Documents. In the event of any conflict between this Agreement and the Subordinate Loan Documents, this Agreement shall control.

14 . Representations and Warranties . Subordinate Lender represents and warrants to Senior Lender that all obligations to be performed and payments due under the Subordinate Loan Documents are in good standing and there currently exist no breach or default, or events or circumstances which, with the giving of notice or the passage oftime or both, would constitute a breach or default, under the Subordinate Loan Documents.

15 . Specific Performance . Senior Lender is authorized to demand specific performance of this Agreement, whether or not Borrower shall have complied with any of the provisions of this Agreement applicable to it, at any time when Subordinate Lender shall have failed to comply with any of the provisions of this Agreement applicable to it. Subordinate Lender irrevocably waives any defense, based on the adequacy of a remedy at law, that might be asserted as a bar to such remedy of specific performance.

16 . Miscellaneous .

(a ) Notices . Any notice, demand or request required under this Agreement shall be given in writing at the addresses set forth below by personal service; telecopy; overnight courier; or registered or certified, first class mail, return receipt requested.

If to Borrower:

Pali-Holloway, LLC

8465 Holloway Drive

Los Angeles, California 90069

Attention: Avi Brosh

Tel. No.: (310) 913-1694

If to Subordinate Lender:

Inspired Builders, Inc.

c/o Cor Capital LLC

233 Wilshire Boulevard

Santa Monica CA 90401

Attention: President

Fax N o . : (949) 729-1665

If to Senior Lender:

East-West Bank

475 Huntington Drive

San Marino, California 91108

Attention: Deborah Beveridge

Fax No.: (626) 441-3035

Such addresses may be changed by notice to the other parties given in the same manner as required abov e . Any notic e , demand or request shall be deemed re c e ived as follow s : (i) if sent by personal service, at the time such personal service is effected(ii) if s e nt by telecopy, upon the

sender's receipt of a confirmat i o n report generated by the sender's telecopier indicating receipt by the recipient's telecopier(iii) if sent by overnight courier, on the business day immediately following deposit with the overnight courier; and (iv) if sent by mai l , three b u s iness da y s following d e posit in the mail.

(b ) Governing Law . All qu e s tions with r e s pect to the construction of this Agreement and the rights and liabilities of t h e parties to this Agreement shall be governed by the laws of the State of California.

(c ) Binding on Successor s . This Agreement s hall inure to the benefit of, and shall be binding upon, the successors and assigns of each of the parties to this Agreement.

(d ) Attorne y s ' Fees . In the event any legal a ction or proceeding is commenced to interpret or enfor c e the terms of, or obligations arising out of, this Agreemen t , or to recover damages for any breach of this Agreemen t , the party prevailing in any such action or proceeding shall be entitled to recover from the non-prevailing party all reasonable attorneys' fee s , costs and expenses incurred by the prevailing party. Such attorneys' fees and costs shall include attorneys' fees and costs i n c urred in any p o s t - judgment proc e e din g s to enforce any judgment in con n e ction with this Agreement. Th i s provision is separate and several and shall survive the merger of this provision into any judgment.

(e ) Counterp a rts . This Agreement may be executed in any number of original counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one instrument. The original signature pag e of any counterpart may be detached from such counterpart and attached to a n y other counterpart i d e ntical to such counterpart ( except having additional signature pag e s executed by ot h e r parties to this Agreement) without impairing the l e gal effect of any such signatur e ( s).

(f ) Entire Agreement . This Agreement constitutes the entire agreement and understanding between and among the parties in respect of the subject matter of this Agreement and supersedes all prior agreements and understandings with respect to such subject matter, whether oral or written.

(g ) Waivers . Waiver by Senior Lender of any term, covenant or condition under this Agreement or any failure by Senior Lender to insist upon strict performance by Subordinate Lender or Borrower of any term, covenant or condition contained in this Agreement, shall be effective or binding on Senior Lender only if made in writing by Senior Lender; no such waiver shall be implied from any omission by Senior Lender to take action with respect to any such term, covenant, condition or default. No express written waiver by Senior Lender of any term, covenant, condition or default shall affect any other term, covenant, condition or default or cover any other time period than the application of any such term, covenant or condition to the matter as to which a waiver has been given or the default or time period specified in such express waiver. This Agreement may be amended only by an instrument in writing signed by the parties to this Agreement.

(h ) Severability . If any part of this Agreement is declared invalid for any reason, such shall not affect the validity of the rest of the Agreement. The other parts of this Agreement shall remain in effect as if this Agreement had been executed without the invalid part. The parties declare that they intend and desire that the remaining parts of this Agreement continue to be effective without any part or parts that have been declared invalid.

[Signatures on next page]

Borrower:	PALl-HOLLOWAY, LLC,
	a California limited liability company

	By:	Pali-Holloway Management LLC, a California limited liability company and successor to Palisades General Contracting Company, a California corporation, its Manager

	By:	Avi Brosh, President

Subordinate Lender:	INSPIRED BUILDERS, INC.,
	a Nevada corporation

	By:
	Name:
	Its:

Senior Lender	EAST-WEST BANK,
	a California banking corporation

	By:
		Deborah Beveridge,
		Senior Vice President

ACKNOWLEDGEMENT

STATE OF CALIFORNIA	}
	}ss.
COUNTY OF LOS ANGELES	}

On June __, 2013, before me, ____________________ , notary publi c , personally appeared A vi Brosh, personally known to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that his signatures on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________

ACKNOWLEDGEMENT

STATE OF CALIFORNIA	}
	}ss.
COUNTY OF LOS ANGELES	}

On June __, 2013, before me, ____________________ , notary publi c , personally appeared _______________, personally known to me to be the person whose name is subscribed to the within instrument on behalf of Inspired Builders, Inc., and acknowledged to me that he executed the same in his authorized capacity, and that his signatures on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________

STATE OF CALIFORNIA	}
	}ss.
COUNTY OF LOS ANGELES	}

On June __, 2013, before me, ____________________ , notary publi c , personally appeared Deborah Beveridge, personally known to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that his signatures on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

EXHIBIT A

Legal Description

That certain real property located in the City of West Hollywood, County of Los Angeles, State of California, more particularly described as follows:

PARCEL 1 :

THE SOUTH 100 FEET OF LOTS 4 AND 5 IN BLOCK A OF THE RUSH TRACT, IN THE CITY OF WEST HOLLYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE 181 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNT Y .

PARCEL 2 :

THE SOUTH 100 FEET OF LOT 6 IN BLOCK A OF HACIENDA PARK, IN THE CITY OF WEST HOLLYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10, PAGE 106 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL3:

THE NORTH 50 FEET OF LOTS 4 AND 5 IN BLOCK A OF THE RUSH TRACT, IN THE CITY OF WEST HOLLYWOO D , COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE 181 OF MAPS, I N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNT Y .

PARCEL4:

THE NORTH 50 FEET OF LOT 6 IN BLOCK A OF HACIENDA PARK, IN THE CITY OF WEST HOLLYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9, PAGE 129, AND IN BOOK 10, PAGE 106 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Assessor's Parcel No: 5555-004-015 and 555-004-039

A-1

●	May 6, 2013, 4:00 p.m. ET

Inspired Builders Announces Intent to Convert to Real Estate Investment Trust Status

Enters Letter of Intent to Acquire Hospitality Assets

SANTA MONICA, CA--(Marketwired - May 6, 2013) - Inspired Builders, Inc. (OTCBB: ISRB) ("Inspired" or the "Company") has announced today that its board of directors has determined that the Company will elect to be treated as a real estate investment trust, or REIT. A REIT is a company that owns, and in most cases, operates income-producing real estate, or engages in financing real estate.

REIT status has many attractive attributes for our shareholders, including no corporate level federal income tax, annual distribution of at least 90% of its otherwise taxable income, and easier reporting to shareholders (Form 1099 versus Schedule K-1). Publicly traded REITs offer other distinct advantages for investors: portfolio diversification, dividend income, public liquidity, long-term performance and transparency.

The Company has also announced today the execution of a letter of intent for the acquisition of an interest in real estate assets in the hospitality sector. The hotels are located in Miami and Los Angeles.

"We believe the combination of a tax efficient corporate structure, a yield-generating equity security, and an investment in a resurgent hospitality market in the United States, is a favorable development for Inspired Builders shareholders," said Matt Nordgren, CEO of Inspired.

The letter of intent sets forth the preliminary agreement of the parties, and is subject to certain closing conditions. The transaction is a stock for stock acquisition, so there are no financing contingencies. Disclosures will be made with the SEC on Form 8K when the definitive agreements are executed.

In addition to the hospitality investments, Inspired will continue its existing real estate construction business.

Congress created REITs in 1960 to make investments in large-scale, income-producing real estate accessible to average investors. Congress determined that a way for average investors to invest in large-scale commercial properties was the same way they invest in other industries -- through the purchase of equity. In the same way shareholders benefit by owning stocks of other corporations, the stockholders of a REIT earn a pro-rata share of the economic benefits that are derived from the production of income through commercial real estate ownership.

A company that qualifies as a REIT is permitted to deduct dividends paid to its shareholders from its corporate taxable income. As a result, most REITs historically remit at least 100 percent of their taxable income to their shareholders and therefore owe no corporate tax.

There are various qualifying requirements under the US tax code for Inspired to become and maintain its REIT status, which Inspired believes it will satisfy.

About Inspired Builders

Inspired Builders, Inc. was established in 2010 as a construction company with a focus on residential real estate. Inspired filed a registration statement with the SEC to begin reporting as a public company with the objective to facilitate diversification of our business model into additional segments of the real estate industry. Upon the conversion to a REIT, Inspired will be a tax efficient, dividend-paying vehicle through which its stockholders can participate in investments made in income producing real estate and real estate secured mortgages.

Additional details about Inspired Builders Inc. can be viewed at the Company's website, www.inspiredbuilders.com.

Regarding Forward-Looking Statements

Certain statements included in this press release constitute forward-looking statements, including, but not limited to, those identified by the expressions "expect," "will" and similar expressions to the extent they relate to Inspired Builders. The forward-looking statements are not historical facts but reflect Inspired Builders' current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including access to capital, regulatory approvals, intended acquisitions and general economic and industry conditions, as well as risks with conversion to a real estate investment trust and compliance with reporting requirements and other qualifications. Although Inspired Builders believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.