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  STACK METHOD — DRAFT TEMPLATE — NOT LEGAL ADVICE — ATTORNEY REVIEW REQUIRED
  Provided "as is," for education only. No liability accepted. [BRACKETS] = fill in.
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                 NON-BINDING TERM SHEET / DEAL SUMMARY
                 (Stack Method — Capital-Contribution Structure)

Date: [DATE]
Property: [PROPERTY ADDRESS], [CITY, STATE, ZIP]; APN [PARCEL #]
Seller: [SELLER NAME(S)]
Buyer/Sponsor: [BUYER ENTITY], a [STATE] limited liability company ("Buyer")

This Term Sheet summarizes the proposed transaction. It is NON-BINDING except for
any sections expressly stated to be binding (e.g., Confidentiality, Exclusivity).
Final terms are set only in signed definitive documents.

1.  PURCHASE PRICE: $[FULL PRICE] (full asking), subject to appraisal of at least
    $[MIN APPRAISED VALUE].

2.  STRUCTURE: At closing, title is conveyed to a newly formed entity,
    [PROPERTY LLC NAME], LLC (the "Company"). The transaction closes in two
    same-day legs: (a) acquisition funded as below; (b) conversion of the Seller's
    carried balance into a capital contribution to the Company.

3.  CASH TO SELLER AT CLOSING: approximately [33]% of Price = $[CASH DOWN], plus
    pre-paid monthly amounts of $[PREPAID], if any.

4.  SELLER CARRIED BALANCE: approximately [67]% of Price = $[CARRY], treated as a
    capital contribution to the Company; Seller receives a [5]% Membership Interest
    (see Operating Agreement). No monthly payments unless elected in Section 6.

5.  SENIOR FINANCING: a first-position loan of approximately [70]% LTV
    (~$[SENIOR LOAN]) from [DEBT FUND/LENDER], secured by the Property.

6.  PAYMENTS: [ ] None in interim (all amounts due at Balloon).
                [ ] Monthly of $[AMT] at a step-up rate ([1]% rising to [6]%).

7.  BALLOON / MATURITY: [60-84] months from closing. At maturity, the Company
    refinances and pays the Seller's carried balance ($[CARRY]) in full.

8.  BALLOON EXTENSION: if the Property cannot refinance cleanly at maturity due to
    defined events (vacancy/cash-flow shortfall, major casualty/repair, or a
    market/appraisal decline), the Balloon extends [24-36] months to allow an
    orderly refinance (see Balloon-Extension Addendum).

9.  SELLER PROTECTIONS: 60-day cure on missed obligated payments (taxes, insurance,
    HOA); if uncured, Seller becomes 100% Member of the Company. Seller is passive.

10. CONTINGENCIES: appraisal; clear/marketable title; inspection/feasibility period
    of [__] days; financing.

11. COSTS: Buyer pays [agent commission / standard closing costs as agreed];
    appraisal ~$[500-1000]; TC fee $[___] (half up front, half at close).

12. INDEPENDENT ADVICE (binding acknowledgement): Seller is advised, and encouraged,
    to obtain independent legal and tax counsel before signing definitive documents.

13. EXCLUSIVITY (binding, if checked): [ ] Seller will not market/contract the
    Property with others for [__] days while definitive documents are negotiated.

14. CONFIDENTIALITY (binding): the parties keep terms confidential except to their
    advisors.

This Term Sheet is not an offer or a contract to buy/sell real property.

Seller: ____________________  Date: ______
Buyer:  ____________________  Date: ______