MODIFICATION OF MORTGAGE NOTE made by HILLIARD GRAND APARTMENTS, LLC payable to RED MORTGAGE CAPITAL, LLC dated as of July 27, 2010 in the original principal sum of $31,800,400.00

1.    The foregoing recitals are hereby incorporated by reference as if set forth fully herein. All capitalized terms not defined in this Modification of Note shall have the same meanings ascribed thereto in the Note.

2.    The principal amount of the Note is hereby modified to be $29,322,700.00. In each place where it appears, the amount "$31,800,400.00" is hereby deleted and replaced with "$29,322,700.00".

3.    The first paragraph of the Note is hereby amended to replace the words, "Thirty-One Million Eight Hundred Thousand Four Hundred" with the words, "Twenty-Nine Million Three Hundred Twenty-Two Thousand Seven Hundred".

4.    The obligation of Maker under the Note to make monthly payments of principal and/or interest is hereby amended by deleting in its entirety the full section of the first paragraph of Note immediately after the words "as follows:" commencing with the words "Commencing on the first day of August, 2010 ... " and inserting in lieu thereof:

5.    Maker acknowledges and affirms to the Holder and the Secretary that, as of the date of this Modification of Note, there are no defenses, set-offs or counter-claims, whether legal or equitable, to Maker's obligations under the Note, and Maker hereby waives the right to raise or assert any such defenses, set-offs or counter-claims which Maker may have had with respect to any suit, proceeding or foreclosure action under the Note that the Holder, or any of its predecessors in interest in and to the Note, mayor could have brought against Maker prior to the date hereof.

6.    Maker and Holder acknowledge and agree that the terms of this Modification of Note are subject to the approval thereof by the Secretary, which approval shall be evidenced by the written consent of the Secretary affixed to this Modification of Note where indicated below. Maker and Holder further acknowledge and agree that the terms of this Modification of Note shall not be deemed effective unless and until the Secretary executes the consent as aforesaid.

7.    Notwithstanding any provision of this Modification of Note to the contrary, Maker and Holder hereby acknowledge and agree that the Secretary and the Holder retain all rights and remedies arising under the Contract of Insurance under Section 221(d)(4) of the National Housing Act, as amended, and all regulations and administrative guidelines promulgated by the Secretary thereunder.

8.    From and after the date hereof, the Note and this Modification of Note shall be taken and read together as one, single and continuing instrument evidencing a single debt owed by the Maker to the Holder in the amount set forth hereinabove, as may be unpaid from time to time. Nothing contained herein shall be taken or construed to create a novation or new agreement by and between the Maker and the Holder; it being the intention of the parties solely (a) to reduce the amount of principal advanced, evidenced, and payable under the Note, and (b) to revise the amount of monthly installments of principal and interest payable thereunder as a result of such reduction in principal, as reflected by this Modification of Note, and for no' other purpose. Furthermore, nothing herein contained shall in any way impair the Note or the security now held for such indebtedness, or alter, waive, annul, vary or affect any provision, condition, covenant herein except as herein provided, nor affect or impair any rights, powers or remedies of the Holder under the Note, it being the intent of the parties that the terms and provisions of the Note shall continue in full force and effect except as modified hereby.

9.    Notwithstanding anything herein contained, if anyone or more of the provisions of this Modification of Note shall for any reason whatsoever be, held to be illegal, invalid, or unenforceable in any respect, such illegality, invalidity, or unenforceability shall not affect any other provision of this Modification of Note, but this Modification of Note shall be construed as if such illegal, invalid, or unenforceable provision had never been contained herein.

10.    Maker and Holder agree to execute such other documents as may be necessary to implement the terms and provisions of this Modification of Note, and the transaction evidenced thereby, including but not limited to that certain Loan Modification Agreement of even date herewith executed by the Maker and the Holder.

11.    From and after the date hereof, all references contained in the Note to the "Mortgage" or "mortgage" shall hereafter be deemed to refer to and include the Mortgage, as amended.

12.    The Note, as amended by this Modification of Note, may not be further amended except· by an instrument in writing executed by each of the parties hereto.

13.    This Modification of Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

14.    This Modification of Note may be executed in any number of counterparts and all counterparts shall be construed together and shall constitute but one agreement.

executed as of the day and year first above written.

an Ohio limited liability company

RED MORTGAGE CAPITAL, LLC, a Delaware limited. liability company

                    

The undersigned hereby consents to and approves the foregoing Modification of Mortgage Note.

SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner