CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT, by and between APARTMENT CORE (as “DISCLOSING PARTY”) and the party stated above (as “RECIPIENT”), and dated upon submission of this agreement, regarding Confidential Information about a CONFIDENTIAL INVESTMENT OPPORTUNITY (“PROPERTY”), is based on the following terms and conditions:

WHEREAS, DISCLOSING PARTY and RECIPIENT may enter into discussions concerning a possible transaction regarding PROPERTY.

WHEREAS, in contemplation of entering into the Transaction, DISCLOSING PARTY will provide RECIPIENT with proprietary Confidential Information relating to the operation of the PROPERTY, and

WHEREAS, DISCLOSING PARTY and RECIPIENT desire to maintain strict confidentiality of the Confidential Information and authorize the use of same only for the purposes contemplated by this Confidentiality Agreement, and

WHEREAS, RECIPIENT shall not contact any Owner, Associate, Affiliate, Employee or Tenant of the PROPERTY without DISCLOSING PARTY’s prior written consent.

RECIPIENT shall not contact any Real Estate Broker or Agent regarding PROPERTY without DISCLOSING PARTY’s prior written consent.

NOW, THEREFORE, the parties agree as follows:

1. As used herein, “Confidential Information” shall include any and all materials, information and data furnished or made available by DISCLOSING PARTY or RECIPIENT at any time prior to or after the execution of this Confidentiality Agreement.

2. RECIPIENT agrees to maintain strict confidentiality of the Confidential Information and shall not transfer or disclose any Confidential Information, directly or indirectly, to any third party without the prior written approval of the DISCLOSING PARTY.

3. RECIPIENT agrees that none of its employees or directors shall contact any Owner, Associate, Affiliate, Employee or Tenant of the PROPERTY, or any Real Estate Broker or Agent, without the prior written permission of DISCLOSING PARTY.

IN WITNESS WHEREOF, the parties hereby agree to all terms and conditions as stated above.