SC 14D9

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934

Calprop Corporation

(Name of Subject Company)

Calprop Corporation
(Names of Persons Filing Statement)

Common Stock, no par value
(Title of Class of Securities)

131352106
(CUSIP Number of Class of Securities)

Henry Nierodzik
Chief Accounting Officer
13160 Mindanao Way, Suite 180
Marina del Rey, CA 90292-7903
Telephone: 310-306-4314

(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)

With A Copy To:
Adam Cohen, Esq.
Reish Luftman Reicher & Cohen
11755 Wilshire Boulevard, 10^th Floor
Los Angeles, California 90025
Telephone: 310-478-5656
Facsimile: 310-478-5831

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

Exhibit (a)(7)

Exhibit (c)(1)

Exhibit (e)(1)

Exhibit (e)(2)

Exhibit (e)(3)

Exhibit (e)(4)

Exhibit (e)(5)

Exhibit (e)(6)

Exhibit (e)(7)

Exhibit (e)(8)

Exhibit (e)(9)

Exhibit (e)(10)

Exhibit (e)(11)

Exhibit (e)(12)

Exhibit (e)(13)

Exhibit (e)(14)

Exhibit (e)(15)

Exhibit (e)(16)

Exhibit (e)(17)

Exhibit (e)(18)

Exhibit (e)(19)

Exhibit (e)(20)

Exhibit (e)(21)

Exhibit (e)(22)

Exhibit (e)(23)

Exhibit (e)(24)

Exhibit (e)(25)

Exhibit (e)(26)

Exhibit (e)(27)

Exhibit (e)(28)

Exhibit (e)(29)

Exhibit (e)(30)

Exhibit (e)(31)

Exhibit (e)(32)

Item 1. Subject Company Information.

     The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this “Statement”) relates is Calprop Corporation, a California corporation (“Calprop”). The principal executive offices of Calprop are located at 13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292. Calprop’s telephone number at its principal executive offices is (310) 306-4314.

     The class of equity securities to which this Statement relates is its common stock, no par value, of Calprop (the “Calprop Common Stock” and/or the “Shares”). As of December 10, 2004, (i) there were 9,737,205 shares of Calprop Common Stock outstanding help by approximately 640 stockholders of record and (ii) stock options to purchase 15,300 Shares were outstanding, all of which had exercise prices exceeding $0.65 per share; of the foregoing outstanding Shares, Mr. Victor Zaccaglin (the Chairman and Chief Executive Officer of Calprop), Mr. John Curci, Sr. (a principal stockholder of Calprop), and members of their respective families and affiliates, hold, in the aggregate, approximately 83% of Calprop’s Common Stock.

Item 2. Identity and Background of Filing Persons.

     The name, business address and business telephone number of Calprop, which is the person filing this Statement and is also the subject company, are set forth above in Item 1.

     This Statement relates to a tender offer by Newcal Corporation, a California corporation (“Newcal”), relating to the shares of Calprop Common Stock as disclosed in a Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Newcal with the Securities and Exchange Commission (the “SEC”) on March 25, 2005. The Schedule TO includes information required to be reported under Rule 13e-3 under the Securities Exchange Act of 1934 and is incorporated by reference in its entirety to this Statement. Newcal made the offer on the terms and subject to the conditions described in an Offer To Purchase that Newcal filed with the SEC (as amended, the “Offer To Purchase”). Under that offer, if closed, Newcal would purchase each outstanding Share tendered in the offer and not properly withdrawn that is not directly or indirectly owned by Mr. Victor Zaccaglin (“Zaccaglin”), Mr. John Curci, Sr. (“Curci”), and members of their respective families and affiliates, at a purchase price of $0.65 per Share, net to the selling stockholder in cash, without interest. Newcal’s offer, as set forth in the Offer To Purchase and related transmittal documents mailed with the Offer To Purchase, as may be amended from time to time, and supplemented from time to time, constitute the “Offer.”

     To the extent applicable and to the extent required pursuant to applicable rules and regulations of the SEC, this Statement also constitutes a Schedule 13E-3 (the “Schedule 13E-3”) filed by and on behalf of Calprop.

     Newcal has stated, in the Offer To Purchase, that upon acquiring at least 90% of the outstanding shares of Calprop Common Stock, Newcal would be able to, and presently

intends to, cause Calprop to effect a merger (the “Merger”) in which each outstanding share of Calprop Common Stock not purchased pursuant to the Offer (excluding (i) any Shares beneficially owned by Zaccaglin, Curci, and members of their respective families and affiliates and (ii) any Shares held by the stockholders who perfect their dissenter’s rights under the California General Corporation Law) would be converted into the right to receive in cash the same per Share amount paid in the Offer.

     The principal executive offices of Newcal are located at 13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292.

Item 3. Past Contracts, Transactions, Negotiations and Agreements

     Except as described in this Statement (including its exhibits) or incorporated into this Statement by reference, to Calprop’s knowledge as of the date of this Statement, there were no material agreements, arrangements or understandings or any actual or potential conflicts of interest between Calprop or its affiliates and (a) any of Calprop’s executive officers, directors or affiliates or (b) Newcal or any of its executive officers, directors or affiliates.

     CERTAIN ARRANGEMENTS BETWEEN CALPROP AND (i) ITS EXECUTIVE OFFICERS, DIRECTORS AND/OR AFFILIATES AND (ii) ENTITIES OWNED OR CONTROLLED BY CURCI

     Debt Payable to Curci Affiliates. As of December 31, 2003 and December 31, 2004, Calprop had outstanding the debts described in the table below that were due and payable to the following affiliated entities that Curci owns and/or controls: Curci-Turner Company, a California limited liability company (“Curci-Turner”; Curci Turner is a successor in interest to Curci-Tuner Company, a California general partnership) and Curci Investments, LLC, a California limited liability company (“Curci Investments”).

Calprop Project	Profit Share			December 31, 2003		December 31, 2004
Secured loans:
High Ridge Court		50	%	$	2,499,024	$	2,178,819
Saddlerock				$	4,444,419	$	0
Total Secured Loans				$	6,943,443	$	2,178,819
Unsecured Loans				$	5,356,254	$	7,217,656
Total				$	12,299,697	$	9,396,475

     Under the terms of the secured debt reflected in the above table, and as evidenced by certain promissory notes (see Exhibit (e)(1) attached hereto), Curci-Turner is entitled to receive interest at the rate of 12% per annum and to participate in “net sales proceeds” (as such term is defined in the loan documentation referenced in Exhibit (e)(1) and which is generally comparable to net profit) from the High Ridge Court project. The foregoing secured debt was collateralized by a deed of trust (see Exhibit (e)(2) attached hereto) granted by Hunters Chase, Ltd., a Colorado limited partnership (“Hunters Chase”; Hunters Chase is a wholly owned subsidiary of Calprop) and also guaranteed by Hunters Chase (see Exhibit (e)(3) attached hereto). The unsecured loans shown in the above table are working capital loans obtained from Curci-Turner and Curci Investments. With respect to the unsecured debt described in the above table, (i) $5,705,486 of the debt bears interest at the rate of 15% per annum, had an original maturity date of July 16, 2004, which was extended to December 31, 2004, and subsequently extended to June 30, 2005, and remains unpaid as of the date hereof (see Exhibit (e)(4) attached hereto); and (ii) $1,512,170 of the debt bears interest at the rate of 12% per annum, had an original maturity date of December 31, 2004, which was extended to June 30, 2005, and remains unpaid as of the date hereof (see Exhibit (e)(5) attached hereto). The foregoing portion of the unsecured debt that bears interest at the rate of 15% per annum was personally guaranteed by the Victor and Hannah Zaccaglin Trust dated March 1992 (“Zaccaglin Trust”; Zaccaglin is the trustee of the Zaccaglin Trust) (see Exhibit (e)(6) attached hereto) and was also collateralized by a pledge certain Shares of Calprop and other partnership interests owned by the Zaccaglin Trust (see Exhibit (e)(7) and Exhibit (e)(8) attached hereto). The interest rates and other terms for these loans, and for the other loans described in the following paragraphs, were determined through negotiation by the parties on the basis of terms, conditions and interest rates that were believed to be consistent with those available to real estate development companies in a similar financial condition to that of Calprop and its subsidiaries at the time the loans were entered into.

     Debt Payable to Zaccaglin. Calprop’s notes payable to related parties as reported in its financial statements and the notes attached thereto as of December 31, 2003 (as set forth in Calprop’s 10-K that was filed with the SEC on July 6, 2004, as amended thereafter) also included notes payable to the Zaccaglin Trust. As of December 31, 2004, the outstanding debt due and payable to the Zaccaglin Trust was approximately $2,371,451. This debt reflects unsecured loans (see Exhibit (e)(9) attached hereto) that were made by the Zaccaglin Trust to Calprop from January 1998 to November 2004 to provide working capital for Calprop’s day-to-day operations and overhead. The foregoing debt has a maturity date of December 31, 2005, and remains unpaid as of the date hereof.

     Debt Payable to Mission Gorge, LLC. Calprop’s notes payable to related parties as reported in its financial statements as of December 31, 2003 (as set forth in Calprop’s 10-K Annual Report that was filed with the SEC on July 6, 2004, as amended thereafter) included a promissory note payable to Mission Gorge, LLC, a California limited liability company (“Mission Gorge”) bearing interest at 12% per annum (see Exhibit (e)(10) attached hereto). Mission Gorge is a California limited liability company that was formed by Calprop and Curci-Turner for the purpose of developing a 200 acre parcel in

the City of San Diego, California. The outstanding balance of the foregoing note as of December 31, 2003 was $2,000,000, and the note was subsequently repaid in 2004.

     Conversion of Preferred Stock to Common Stock. In 1996, Calprop converted its then outstanding preferred stock to common stock and the accrued preferred stock dividends then due to the Zaccaglin Trust and the Curci Revocable Trust No. 2 (“Curci Trust”; Curci is a trustee of the Curci Trust) of $581,542 and $472,545, respectively, were exchanged for promissory notes with interest payable at the rate of 10% per annum. As of September 30, 2004, the outstanding principal due on these notes due to the Zaccaglin Trust and the Curci Trust was $581,542 (see Exhibit (e)(11) attached hereto) and $462,330 (see Exhibit (e)(12) attached hereto), respectively. These notes were to mature on December 31, 2004 and have subsequently been extended to December 31, 2005.

     Exercise of Options. On March 10, 1998, Ronald Petch (“Petch”; Petch was a former President and a former director of Calprop), Mark Spiro (“Spiro”; Spiro was a former Chief Financial Officer and former director of Calprop), the Zaccaglin Trust, and John L. Curci (“Curci Jr.”; Curci Jr. is a former director of Calprop, the son of Curci, and a principal and manager of Curci Investments), exercised options to purchase a total of 720,000 Shares of Calprop Common Stock with a weighted-average exercise price of $0.89 per share. Calprop received $199,389 in cash from the Zaccaglin Trust and received promissory notes from the other persons/entities in payment of the exercise prices of these options. The promissory notes bore interest at 4.987% per annum and had an original maturity date of March 10, 2001 that was extended to March 10, 2004. Curci Jr. paid his note in the amount of $22,188 in 2002. Petch and Spiro, respectively on March 10, 2004 and June 1, 2004, fully extinguished their debt by tendering to Calprop the Shares that were acquired via the exercise of their respective options.

     Transactions related to the Saddlerock Project. Calprop’s Saddlerock project, as referenced in the above table, was a development project to build 94 units of single-family detached housing in Aurora Colorado. In order to finance and commence this project, Calprop obtained an acquisition/construction loan from Curci-Turner whereby Calprop borrowed $2,350,000 at a rate of 12% per annum (see Exhibit (e)(13) attached hereto). This loan was guaranteed by Colorado Pacific Homes, Inc., a Colorado Corporation (“Colorado Pacific”)(Colorado Pacific is a wholly owned subsidiary of Calprop) (see Exhibit (e)(14) attached hereto) and secured by a deed of trust granted by Colorado Pacific (see Exhibit (e)(15) attached hereto). In order to fully develop the project, Calprop also obtained additional loans from commercial bank lenders under revolving construction loan facilities that essentially bore interest at the rate of prime plus 1.0%, and as of December 26, 2003, the outstanding balance due on these construction loans was $1,962,769. During 2003, Calprop refinanced the foregoing revolving construction loans with Curci-Turner by borrowing an additional $1,900,000 upon the same terms and conditions of the initial acquisition loan from Curci-Turner described hereinabove, and as of December 31, 2003, the outstanding balance due on the debt owed to Curci-Turner was approximately $4,444,419. The refinancing of these loans was guaranteed by the Zaccaglin Trust (see Exhibit (e)(16) attached hereto). Shortly after the

foregoing refinancing, Calprop’s interest in the remaining ten lots in the Saddlerock Project were sold to VLZ Development, LLC, a Colorado limited liability (“VLZ”) for a gross sales price of $1,390,000 (see Exhibit (e)(17) attached hereto). VLZ is a Colorado limited liability company that is managed and primarily owned by Victor L. Zaccaglini, the son of Zaccaglin. Pursuant to the foregoing sale agreement for the ten remaining lots, VLZ assumed $1,390,000 of the $2,325,000 original debt owed by Calprop to Curci-Turner (see Exhibit (e)(18) attached hereto), and the assumption of such debt was guaranteed by the Zaccaglin Trust (see Exhibit (e)(19) attached hereto). With respect the remaining debt owed by Calprop to Curci-Turner (including such debt that was transferred to Curci Investments) that was not assumed by VLZ in connection with the foregoing sale, Colorado Pacific and the Zaccaglin Trust guaranteed the remaining debt (see Exhibit (e)(20) and Exhibit (e)(21) attached hereto, respectively), and Calprop also granted Curci Investments a first trust deed in its interest in the Smolin project as additional collateral (see Exhibit (e)(22) attached hereto).

     Transactions related to the Mission Gorge Project. Calprop’s Mission Gorge project was a project to develop approximately 200 acres of land in San Diego. In 1996, Calprop and Curci-Turner formed Mission Gorge, LLC, a California limited liability company (“Mission Gorge”) whereby the “net proceeds” (as such term is defined in the operating agreement between the two members) were to be divided equally. In December of 2000, Curci-Turner assigned its entire 50% of its interest in Mission Gorge to the following two trusts: The John L. Curci Trust (the “1993 Curci Trust”; Curci is a trustee of the 1993 Curci Trust) and The Janet Curci Living Trust No. II (the “1985 Curci Trust”; Curci is a trustee of the 1985 Curci Trust), with each trust receiving a 25% membership interest in Mission Gorge. The foregoing assignments were made for estate planning purposes and both of the foregoing trusts are affiliated with Curci. On February 24, 2004, Calprop purchased all of the 1993 Curci Trust’s membership interests and all of the 1985 Curci Trust’s membership interest in Mission Gorge for a total purchase price of $3,600,000 (see Exhibit (e)(23) and Exhibit (e)(24) attached hereto, respectively). On May 21, 2004, Calprop sold the Mission Gorge property for a gross sales price of $6,849,679. As a result of such sale, Calprop recorded a gain on the sale of land of $431,703 in the second quarter of 2004.

     Transactions related to the Andalucia Project. Calprop’s Andalucia project was a project to develop, build and rent approximately 182 town home units in San Diego. This project was proposed to Calprop by RCG, an architecture firm, that was owned by James Murar (“Murar”; Murar was a former director of Calprop) and Harold Lynch (“Lynch”). Around October of 1998, Calprop formed RGC Carmel Country Associates, LLC, a California limited liability company (“CCA”) to develop the project. The following individuals and/or entities became the initial members of CCA: Calprop, the 1993 Curci Trust, the 1985 Curci Trust, the Zaccaglin Trust, Lynch, and Murar. In January 2003, Calprop sold substantially all of its membership interest in RGC (retaining only a 0.5% membership interest in CCA for banking/financing requirements) to the following individuals and/or entities: the 1985 Curci Trust (see Exhibit (e)(25) attached hereto), (ii) the Zaccaglin Trust (see Exhibit (e)(26) attached hereto) (iii) JAMS Management LP, a California limited partnership (an affiliated entity of Curci who was the general partner of

said entity) (see Exhibit (e)(27) attached hereto). Calprop sold its foregoing membership interest for $2,000,000 in cash which was recorded as a gain in 2003.

     Transaction related to Drake Development, LLC. Drake Development, LLC, a California limited liability company (“Drake Development”) is a limited liability company formed by Zaccaglin and Curci for the purpose of acquiring and developing residential real estate in Southern California that Calprop is not otherwise financially able to develop and build. As a means of providing income for Calprop, Drake Development engages the services of Calprop to provide general administrative services and act as the general contractor for such projects, whereby Drake Development compensates Calprop at rates that are intended to cover Calprop’s costs of providing such services and an appropriate profit margin (see Exhibit (e)(28) attached hereto). Moreover, with respect to various commercial loans that Drake Development obtained for the purpose of acquiring developable land with the services of Calprop, the Zaccaglin Trust provided guaranties for the repayment of such loans (see Exhibit (e)(29) and Exhibit (e)(30) attached hereto, respectively) while Calprop provided completion guaranties with respect to such projects (see Exhibit (e)(31) and Exhibit (e)(32) attached hereto, respectively). The outstanding amount of Drake Development’s loans is currently $2,202,374 and the maximum permitted outstanding amount of the loans under the bank loan agreements is $19,000,000. Listed below are the two main projects that Drake Development is currently developing:

          (i)       project located in San Bernardino, California and known as “Northpark 19”

          (ii)       project located in Moreno Valley, California and known as “Moreno Valley Ranchos”

     POSSIBLE CONFLICTING INTERESTS OF CERTAIN CALPROP DIRECTORS

     In reviewing the balance of this Statement, the Calprop stockholders should know that the current members of the Calprop Board of Directors have relationships that may present, may appear to present, or at times in the past could have presented, or appeared to present, conflicts or potential conflicts of interest.

     The current sole stockholder and sole officer of Newcal is Zaccaglin, who is also the single largest stockholder, and is the founder, Chairman of the Board of Directors and Chief Executive Officer of Calprop. Curci, who is expected to become the second largest stockholder of Newcal upon contribution of his Calprop Common Stock to Newcal, is currently Calprop’s second largest stockholder. Both Zaccaglin and Curci (including affiliates of Curci) have made loans to Calprop and have purchased assets from and had other business transactions with Calprop, as described above in this Item 3. Zaccaglin and Curci are first cousins and, together with members of their respective families, own approximately 83% of Calprop’s currently outstanding common stock, as follows: Zaccaglin owns 4,439,218 Shares (representing 45.6% of Calprop’s currently outstanding

common stock) and members of Zaccaglin’s family collectively own 190,574 Shares (representing 2% of Calprop’s currently outstanding common stock). Curci owns 3,096,643 shares (representing 31.8% of Calprop’s currently outstanding common stock) and possesses warrants to purchase 50,000 additional Shares, and members of Curci’s family collectively own 368,367 Shares (representing 3.8% of Calprop’s currently outstanding common stock).

     Henry Nierodzik (“Nierodzik”), who became Calprop’s chief accounting officer and a member of its board of directors in August 2004, was an acquaintance of and member of the same church as Zaccaglin prior to that time and was recruited for his positions with Calprop by Zaccaglin at the suggestion of a mutual acquaintance. Mark T. Duvall (“Duvall”), who was the third of Calprop’s three directors at the time Duff & Phelps, LLC, a Delaware limited liability company (“Duff & Phelps”) was selected by the board to serve as Calprop’s financial advisor with respect to proposals from Zaccaglin and who served as a director of Calprop from March 31, 1999 until his resignation from the board on November 2, 2004, is a portfolio manager with an affiliated company of Wells Fargo Bank, N.A. that provides personal financial advisory services to Zaccaglin. In addition, Wells Fargo Bank, N.A. has commercial banking relationships with Calprop. As described below, Nierodzik and Duvall were the sole directors who voted on the selection of Duff & Phelps as Calprop’s financial advisor with respect to the Offer, Zaccaglin having abstained in that vote. It is currently expected that Nierodzik will continue in his current positions with Calprop after completion of the Offer and the Merger.

     Barry Glaser (“Glaser”) became a member of the Calprop board of directors on December 14, 2004. Glaser is a retired stockbroker who has owned shares of Calprop common stock in varying amounts since 1985. He and his wife currently have beneficial ownership of 81,746 shares of Calprop Common Stock and intend to tender all of their Shares in response to the Offer. Glaser, who is an acquaintance of and member of the same church as Zaccaglin, agreed to become a director upon the request of Zaccaglin to participate as a non-employee director in the board of director’s consideration of Zaccaglin’s proposal and any alternatives that may be or become available to Calprop.

     INDEMNIFICATION AND RELATED ARRANGEMENTS

     The Calprop charter documents contain typical, limited immunities from monetary liability for the Calprop directors and typical, limited rights to indemnification in favor of the Calprop directors and officers. The Calprop directors and officers are also covered by director and officer liability insurance.

Item 4. The Solicitation or Recommendation

     SOLICITATION RECOMMENDATION

     At a meeting held on February 23, 2005, the Special Committee of the Calprop Board of Directors, by unanimous vote, (a) determined that the Offer is fair to and in the best interests of the public stockholders of Calprop, and (b) recommended that the public stockholders of Calprop accept the Offer and tender their Shares pursuant thereto. At a subsequent meeting, also held on February 23, 2005, the Board of Directors of Calprop considered the determination and recommendation of the Special Committee and thereupon, by unanimous vote, also (a) determined that the Offer is fair to and in the best interests of the public stockholders of Calprop, and (b) recommended that the public stockholders of Calprop accept the Offer and tender their Shares pursuant thereto.

     THEREFORE, THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS OF CALPROP RECOMMEND THAT THE STOCKHOLDERS TENDER ALL OF THEIR SHARES PURSUANT TO THE OFFER.

     A copy of a letter to all stockholders of Calprop communicating the recommendations of the Special Committee and the Board of Directors is filed as Exhibit (a)(6) hereto.

     The balance of this Item 4 summarizes events that led to the Offer and the activities and deliberations of the Special Committee and the Board of Directors with respect to the Offer and possible alternatives to the Offer, including the Special Committee’s discussions with its financial advisor, Duff & Phelps, relating to Duff & Phelp’s financial analysis of the Offer and the Merger

     Background.

     Calprop has been a publicly traded company since its initial public offering of common stock in 1971. Calprop historically designs, constructs, and sells single-family detached homes and townhomes as part of condominiums or planned unit developments in California and Colorado, including selection of suitable real estate for development, obtaining required entitlements and government approvals for the construction of single-family and other residential real estate, obtaining financing and the construction and sale of homes to consumers; Calprop also designs, constructs, and leases apartments and townhomes in Southern and Northern California. Although Calprop’s business involves substantial risks, Calprop had generally profitable operations until mid-1990. From that period through 1996, Calprop was adversely affected by a general economic down turn and incurred substantial losses; however, Calprop returned to profitability in 1997 and 1998. Although Calprop was able to maintain its Stockholder’s equity from the year 1999 to 2001, Calprop incurred heavy losses in 2002, 2003 and 2004 due to adverse conditions in its markets in California and Colorado, adverse home sales experience at its projects and related impairment losses on the write-down of the carrying value of those projects in Calprop’s financial statements. As such, its Stockholder’s equity was

substantially impaired. In response to these adverse financial results, Calprop severely curtailed its operations and has found it necessary to sell real estate that it had acquired for residential development, or had acquired the rights to purchase for such development, to other real estate development companies rather than to complete the development process by constructing and selling houses itself. Calprop also significantly reduced its staff from 44 employees at December 31, 2001 to 7 employees at September 30, 2004, and has been seeking other cost-reduction alternatives.

     In light of Calprop’s deteriorating financial condition over the past few years, Calprop has had substantial difficulty in obtaining commercial bank loans or other institutional credit facilities to finance its business activities. Therefore, as noted above in Item 3, and in an effort to generate and have access to cash, Calprop sold certain of its real properties, or rights to acquire real properties for development, and borrowed substantial funds for its ongoing operations from related parties, primarily from Curci and Zaccaglin. Moreover, Zaccaglin personally guaranteed several of its borrowings from Curci in order to provide Calprop with working capital. Furthermore, in light of intense scrutiny of Sarbanes-Oxley in the post-Enron era, Calprop had continuing difficulty retaining and/or attracting qualified directors. Due to loss of several board members over the years, as of early December, 2004, there were only two members of the board of directors left (Zaccaglin and Nierodzik). However, on December 14, 2004, Glaser, an acquaintance of and member of the same church as Zaccaglin, and a retired stockbroker who owned Calprop stock for a number of years, was elected as a director of Calprop by Calprop’s remaining directors. Glaser accepted the nomination without consideration as is considered a non-employee director.

     Without reasonable access to working capital and acquisition financing, Calprop decided in 2004 to revise its current business strategy to sell most of its properties, rather than completing development of the properties and selling individual homes, and to use the net proceeds of those sales to pay down existing indebtedness (which totaled approximately $13,416,000 as of September 30, 2004). Such strategy is disclosed in Calprop 2003 Annual Report on Form 10-K and its 2004 Quarterly Reports on Form 10-Q that were recently filed with the SEC. However, as Calprop was able to begin to pay down its debt, Calprop was again having substantial difficulty in obtaining commercial bank loans or other institutional credit facilities to finance its business due to its somewhat weak balance sheet. Moreover, Zaccaglin was no longer willing to provide ongoing financial support to or to make equity investments in Calprop in its current form as a publicly held company.

     As a result of the losses incurred by Calprop from its operations, including write-downs in the carrying value of its residential real estate projects, as of December 31, 2003 and as of September 30, 2004, Calprop had net operating losses for federal income tax purposes of $24.9 million and $40.6 million, respectively, and net operating losses for state tax purposes of $8.8 million and $11.5 million, respectively. These net operating losses would be available to offset future taxable income in the event that Calprop were able to continue operations and such operations were to produce net taxable income. However, the availability of these net operating losses, which may be viewed as potentially valuable assets if sufficient net taxable income is produced prior to the date

they expire, and ignoring any other offsetting factors, would result in tax savings of approximately $8.5 million and $13.8 million, respectively, for federal income tax purposes and $500,000 and $660,000, respectively, for state tax purposes. The availability of these net operating losses will expire between 2013 and 2022 for federal income tax purposes and between 2005 and 2008 for state tax purposes, and would be subject to substantial limitations if Calprop were sold to an unrelated third party or if substantial equity investments were made in Calprop by persons who are not current stockholders of Calprop.

     In early 2003, in an effort to alleviate Calprop’s deteriorating financial condition, and in an effort to reduce Calprop’s accounting and compliance fees, which were becoming a significant drain on resources, Calprop considered going private and exploring potential sales, joint ventures and/or mergers, as described more fully below:

          1.       Calprop considered effectuating a reverse stock split in order to allow Calprop to halt its compliance with all of the SEC’s filings requirements. This course of action was first considered by the board of directors, but was abandoned when it became apparent that preparation for and obtaining shareholder approval of a reverse stock split would require substantial effort and expense at a time when the management of Calprop was fully engaged in then more urgent aspects of dealing with Calprop’s financial and operational problems.

          2.       During the period from April through June 2003, Calprop had numerous discussions with an individual regarding potential transactions in which the individual, together with a real estate development company solicited by him, would acquire control of Calprop. Officers of Calprop had several meetings with the individual, who proposed a variety of possible transactions in those meetings and in written correspondence. Although no specific offer was made by the individual, the general form of transaction described by him would have involved the purchase by the investment group for cash of a substantial portion of the Calprop Common Stock owned by Zaccaglin and Curci and a distribution to them of certain real estate projects of Calprop, coupled with an equity investment in Calprop by the investment group and the provision of a line of credit to Calprop for use in its operations. The transactions described by the investor would not have involved the purchase of the Shares of the public stockholders of Calprop.

          3.       Commencing in July 2003, Calprop had discussions with a substantial regional residential real estate development company to explore several alternatives to combine the synergies of their respective operations. These discussions included a due diligence review by that company and consideration of various possible transactions. The development company indicated that it was attracted by the possible tax benefits of the net operating losses that Calprop then had, but stated that it was concerned about potential home construction liabilities arising from Calprop’s operations and the extent of Calprop’s insurance coverage against such liabilities. Calprop signed a nonbinding letter of intent with the development company that contemplated that the development company would invest $7 million in Calprop and would acquire control of Calprop, but did not specify the structure or specific terms of the transaction. In

subsequent discussions, the development company stated, however, that a condition of its willingness to proceed with its proposal would be that either Calprop would be reorganized in a proceeding under Chapter 11 of the Bankruptcy Code to eliminate potential liabilities arising from its operations or that Mr. Zaccaglin would agree to bear any such liabilities by providing a guaranty. These discussions were subsequently terminated.

          4.       In September 2003, Calprop initiated discussions with a well known Southern California residential real estate development company that expressed interest in the real estate projects that Calprop was then working on or had under consideration. These discussions did not lead to any specific proposal and terminated shortly thereafter.

          5.       In October 2003, Calprop held a meeting, which was initiated by Zaccaglin, with the chief executive officer of a large national homebuilding company to discuss the possibility of the acquisition of Calprop by the national company or an equity investment by that company in Calprop. The national homebuilding company expressed interest in one of Calprop’s real estate projects, but did not express an interest in acquiring Calprop, and therefore did not pursue discussions after that meeting.

          6.       Around June of 2004, Calprop again considered the possibility of a reverse stock split. This possibility was rejected due to concern that under California law Calprop could not properly pay cash to stockholders in lieu of the issuance of fractional shares in view of its deficit in stockholders’ equity, and the fact that the shares held by public stockholders currently exceed the 10% level permitted for such nonconsensual cash retirements of shares under California law.

     As of June 2004, Calprop was still unable to improve its deteriorating financial condition and the board of directors voiced concerns regarding (i) Calprop’s continuing viability on a long term basis unless it obtains additional equity capital and (ii) the substantial continuing costs (specifically, accounting and SEC compliance fees) that will be incurred if Calprop remains a publicly traded company. In light of the foregoing, and since Zaccaglin was no longer willing to provide ongoing financial support to or to make equity investments in Calprop in its current form as a publicly held company, around June of 2004, Zaccaglin again informally proposed to Calprop’s board of directors that Calprop become a privately held company and briefly outlined a plan to effectuate such a plan. The plan envisioned a tender offer for the outstanding Shares by a corporation to be formed by Mr. Zaccaglin and to which certain other existing Company stockholders would contribute their Company Shares, followed by a merger of that corporation with Calprop in which cash would be paid at the same amount per share as that paid in the tender offer for any publicly held Calprop Common Stock not tendered in the tender offer. However, at such time, no specific price had been proposed by Zaccaglin for the acquisition of Calprop’s publicly held Shares, and there was no assurance that any transaction will actually be commenced or completed. In response to Zaccaglin’s informal proposal, the board of directors of Calprop retained the services of Duff & Phelps to provide financial advice to Calprop in connection with its consideration of a possible tender offer and to provide an opinion with respect to whether any specific

transaction that may ultimately be proposed by Zaccaglin is fair to Calprop’s stockholders from a financial point of view. As described above, Nierodzik and Duvall were the sole directors who voted on the selection of Duff & Phelps as Calprop’s financial advisor with respect to the proposed tender offer, Zaccaglin having abstained in that vote.

     Formation and Activities of the Special Committee.

     In response to Zaccaglin’s proposal, on January 8, 2005, the Calprop Board of Directors established a special committee (the “Special Committee”) to evaluate a potential proposal by Zaccaglin to purchase the Calprop Common Stock of Calprop’s public stockholders in a going private transaction, that if, Calprop would cease to be a publicly traded corporation; at such meeting, Nierodzik and Glaser were designated as the members of this Special Committee, and immediately thereafter, the Special Committee discussed the proposed going private transaction with Zaccaglin. In that discussion, Zaccaglin stated that he proposed to conduct a tender offer for all outstanding shares of Calprop Common Stock held by the public stockholders at a price of $0.25 per share, to be followed by a merger of Newcal into Calprop in which publicly held shares of Calprop Common Stock not tendered in the tender offer would be exchanged for cash in the same amount of $0.25 per share. The Special Committee also discussed with Zaccaglin the reasons for the proposed tender offer and the preliminary negotiations Zaccaglin had had with potential investors in or acquirors of control of Calprop over the preceding two years.

     On January 14, 2004, the Special Committee met with representatives of Duff & Phelps (and with legal counsel for Duff & Phelps) to discuss the type of analysis Duff & Phelps would perform to analyze the fairness, from a financial point of view, of the transaction proposed by Zaccaglin. After the representatives of Duff & Phelps left the meeting, the Special Committee independently approved both the retention of Duff & Phelps as a financial advisor to the Special Committee and the scope and nature of the procedures to be followed by Duff & Phelps.

     On January 20, 2005, the Special Committee met with a former financial consultant (“Consultant”) to Calprop who had been involved in prior efforts to locate potential investors in or acquirors of control of Calprop. The Special Committee discussed if such prior potential suitors of Calprop were still interested in investing or acquiring control of Calprop. While the Consultant indicated there was one suitor that was still interested in Calprop’s net operating losses, such suitor would only enter into an agreement that would require Calprop to voluntarily declare bankruptcy to attempt to eliminate any potential builder warranty and legal claims. In light of the fact that the filing of a voluntary bankruptcy by Calprop would likely result in Calprop’s stockholders receiving no value for their investment, while benefiting the creditors of Calprop, the Special Committee declined to pursue this suitor and turned its attention back to Zaccaglin’s proposal.

     On January 21, 2005, the Special Committee met with a longtime stockholder of Calprop to discuss that stockholder’s views regarding Calprop and its current financial

condition; said stockholder was concerned about Calprop’s low cash balances, high debt, and negative equity.

     On January 25, 2005, the Special Committee received a written proposal from Zaccaglin that contained the specific terms of the proposed transaction and stated a proposed price for Calprop Common Stock of $0.25 per share. The Special Committee forwarded a copy of the letter from Zaccaglin to Duff & Phelps the following day.

     Consideration of the Offer.

     On February 2, 2005, the Special Committee met with Duff & Phelps to discuss Zaccaglin’s written offer. At that meeting, the Special Committee and Duff & Phelps discussed the progress of the Special Committee’s consideration of the proposed transaction and other potential alternative transactions. Furthermore, Duff & Phelps reported on progress of its financial analysis regarding the proposed transaction.

     On February 4, 2005, the Special Committee met with Zaccaglin to discuss his proposed written offer and potential alterative transactions, including the possibility of (i) only conducting a tender offer, without a subsequent merger (as such a structure would provide an opportunity for the public Calprop stockholders to sell their Shares without requiring that all public Calprop stockholders sell their Shares) and (ii) having Zaccaglin and Curci convert a portion of the debt owed to them into Calprop Common Stock. The Special Committee also indicated that there would be a range of values for Calprop’s Common Stock that might be acceptable based on stock trading ranges, perceived values of the net operating losses, and other applicable criteria. Based on these discussions, and without formally rejecting the proposed written offer, Zaccaglin indicated he would review his proposed offer and possibly submit a revised offer.

     On February 8, 2005, the Special Committee met with Duff & Phelps (via a telephone conference call) to discuss the transaction and the progress of Duff & Phelps’ analysis and develop a formal response to Zaccaglin’s original offer price of $0.25 per share. Duff & Phelps reported on its progress with respect to, and certain aspects of, its financial analysis of Calprop. Based on these discussions, and its own considerations, after the departure of the representatives of Duff & Phelps, the Special Committee decided to contact Zaccaglin and discuss a potential price to effectuate the proposed tender offer. Immediately thereafter, the Special Committee contacted Zaccaglin via telephone to discuss the proposed transaction; again, Zaccaglin indicated he would review his proposed offer and possibly submit a revised offer.

     On February 12, 2005 and February 17, 2005, the Special Committee held further meetings with Zaccaglin to discuss the proposed transaction, potential alternative capital structures to effectuate a transaction, and the purchase price per share to effectuate any such transaction. At the end of the meeting on February 17, 2005, Zaccaglin delivered a revised proposal to the Special Committee in which he proposed the same transaction he had originally proposed but now at a price of $0.65 per share. The Special Committee forwarded a copy of the revised proposal to Duff & Phelps that day.

     On February 22, 2005, the Special Committee met (via a telephone conference call) with Duff & Phelps’ and Duff & Phelps’s legal counsel to discuss the revised proposal offered by Zaccaglin.

     On February 23, 2005, the Special Committee met with Duff & Phelps and Duff & Phelps’ legal counsel at the offices of Duff & Phelps to discuss the revised proposal offered by Zaccaglin. At this meeting, Duff & Phelps gave a presentation to the Special Committee of the methodologies, assumptions and limitations underlying its analysis of the Offer and the Merger. (For a summary of those methodologies, assumptions and limitations, see “Summary of Financial Analysis and Opinion of the Special Committee’s Financial Advisor” below.) Duff & Phelps then told the Special Committee that, based on its analysis and subject to those limitations and assumptions, it was Duff & Phelps’ opinion that, as of February 23, 2005, the Offer and the Merger were fair to the public shareholders of Calprop from a financial point of view (without giving effect to any impacts of the Merger on any particular shareholder other than in its capacity as a shareholder). For the purpose of its analysis and opinion, Duff & Phelps defined the term “public shareholders” as including all owners of Calprop common stock other than Mr. Victor Zaccaglin, Mr. John Curci, Sr., and members of their respective families and their affiliates. The foregoing summary is qualified by reference to the written opinion dated as of February 23, 2005, of Duff & Phelps, which is attached to this Statement as Exhibit (c)(1).

     SHAREHOLDERS ARE URGED TO AND SHOULD READ THE FAIRNESS OPINION IN ITS ENTIRETY.

     After the departure of the representatives of Duff & Phelps, and after discussing the proposed Offer at length and considering certain matters described below, the Special Committee concluded that the price included in the Offer was fair to the public stockholders of Calprop. As such, the Special Committee, by unanimous vote, (a) determined that the Offer is fair to and in the best interests of the public stockholders of Calprop, and (b) recommended that the public stockholders of Calprop accept the Offer and tender their Shares pursuant thereto. At a subsequent meeting, also held on February 23, 2005, the Board of Directors of Calprop considered the determination and recommendation of the Special Committee and thereupon, by unanimous vote (with Zaccaglin abstaining), also (a) determined that the Offer is fair to and in the best interests of the public stockholders of Calprop, and (b) recommended that the public stockholders of Calprop accept the Offer and tender their Shares pursuant thereto.

     FACTORS CONSIDERED BY THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS.

     The Special Committee.

     In connection with reaching the recommendation described above, the Special Committee concluded that the Offer and the Merger are substantively and procedurally

fair to the public stockholders of Calprop. In reaching this determination, the Special Committee considered a number of factors. Here is a summary of the principal factors the Special Committee considered:

          1.       Financial Condition and Business Prospects of Calprop. The weakening financial condition (during the nine months ended September 30, 2004 and the year ended December 31, 2003, the Company has incurred net losses of approximately $2.7 million and $15.1 million, respectively), results of operations, competitive position, business and prospects of Calprop, including its cash requirements for the foreseeable future.

          2.       Duff & Phelps Analysis and Fairness Opinion. The Special Committee’s consideration of Duff & Phelps’ financial analysis and of Duff & Phelps’ Fairness Opinion regarding the Offer. In this connection, the Special Committee determined and confirmed that Duff & Phelps is an independent financial advisory firm having no prior involvement or dealings with Calprop, Zaccaglin or Curci, and also having no current prospects of any future engagement by any of such persons

          3.       Market Prices of Calprop Common Stock: Premium. The $0.65 per Share tender offer price represents a premium of $0.40 over the last reported “bid” quotation of $0.25 per share of Calprop common stock on the OTC Bulletin Board as reported by IDD Information Services, Tradeline (r) for March 21, 2005, the last day prior to the commencement of the Offer. In this connection, the stockholders should note that there has been virtually no trading activity for Calprop shares over more than the past twelve months and, accordingly, that the quotations for Calprop common stock on the OTC Bulletin Board or from any other source are not necessarily reliable indicators of its value.

          4.       Market Prices of Calprop Common Stock: Discount. The $0.65 per Share Offer price represents a substantial discount from prices at which Calprop’s Common Stock traded at times in 2003 and in prior years.

          5.       Liquidity, Trading Volume and Lack of Analyst Coverage. The liquidity and trading volume for Calprop Common Stock is extremely low, and at time virtually non-existent. Illiquidity typically has an adverse effect on trading prices. This issue is exacerbated by the lack of coverage of the Shares by Wall Street research analysts.

          6.       Lack of Diversification/Business Uncertainties. Due to the fact that Calprop has substantially decreased its portfolio of real estate holdings substantially over the last twelve months in an effort to reduce its operations and pay off debt, Calprop only has one remaining development and construction project—the High Ridge Court project in Thornton, Colorado. With only one project currently in progress, Calprop’s financial condition is susceptible to and tied to (i) general and local economic conditions that affects real estate markets and (ii) statutory, regulatory or administrative actions that

could change existing property tax provisions and/or modify the zoning or permissible use/viability of the foregoing project.

          7.       Calprop’s Cash Requirements. Uncertainties regarding Calprop’s ability to meet significant cash requirements in the foreseeable future to fund additional projects and pay off debt.

          8.       Costs of Remaining a Public Company. The costs (estimated at least to be $210,000 per year) to be a publicly traded company, and substantial costs that would be required to be incurred to comply with the expanded reporting requirements resulting from the Sarbanes-Oxley Act of 2002 and amendments to applicable rules of the SEC.

          9.       Approval by Majority of Public Holders. The Offer is conditioned upon the requirement that a majority of unaffiliated stockholders elect to participate in the Offer.

          10.       All Cash Offer. The Offer is an all-cash offer for all publicly held Shares, which the holders thereof can accept or reject voluntarily, is not subject to a financing condition and could be completed in about forty-five days.

          11.       Lack of Other Proposals. No viable/substantive proposals have been made with respect to Calprop regarding a merger or other business combination, or the sale of all or any substantial part of the assets or securities of Calprop and Calprop’s and the Special Committee’s prior efforts to find a third party interested in acquiring it were unsuccessful. Furthermore, one of Calprop’s most significant assets—its tax net operating losses for federal income tax and state tax purposes, are subject to significant limitations on use in the event that Calprop were sold to an unrelated third party or in the event of a substantial equity investment, other than by Calprop’s existing principal stockholders, in Calprop.

          12.       Low-Cost Disposition of Shares. The Offer provides stockholders who are considering selling their Shares with the opportunity to do so without incurring the transaction costs typically associated with market sales and without incurring any price discounts due to the relative illiquidity of the Shares.

          13.       Conflicts of Interest. The conflicts of interest of certain Calprop directors and officers described elsewhere in this Statement.

          14.       Bankruptcy Alternative. If Calprop’s financial condition deteriorate where the Calprop determines the need to file for bankruptcy, such a condition would likely result in Calprop’s public stockholders receiving no value for their investment, while benefiting the creditors of Calprop, including Zaccaglin and Curci.

     In light of the number and variety of factors the Special Committee considered in evaluating the Offer, the Special Committee found it impractical to quantify or otherwise

assign relative weights to each factor in reaching its decision to recommend acceptance of the Offer.

     The Special Committee did not consider the book value or the liquidation value of Calprop’s assets as meaningful measures of the fair value of the Shares and did not consider liquidation to be an attractive course of action. Therefore, the Special Committee did not seek an appraisal of the liquidation values for those assets.

     In reaching its determination as to the fairness of the Offer and the Merger, the Special Committee identified various factors which could be said to indicate that the Offer and the Merger were not fair and/or that this was not the right time for the public shareholders to sell their Shares in the Offer or otherwise. Among these factors were:

          1.       Market Prices: Recent trading prices for Shares have been at all-time lows since Calprop’s initial public offering.

          2.       Business Uncertainties: The business uncertainties discussed above (see factor 6) could be resolved favorably to Calprop, in which event the Calprop’s business prospects and/or Company’s prospects could substantially improve.

          3.       Majority Ownership: Zaccaglin’s ownership of a majority of the Calprop Common Stock may have adversely affected the willingness of other potential bidders to propose to acquire or to pursue a substantial investment or other strategic transaction involving Calprop.

     However, in rendering its determination, the Special Committee determined that the factors favoring a determination of fairness substantially outweighed the above-listed factors.

     The Board of Directors.

     In its deliberations regarding the Offer and Merger, the Board of Directors evaluated the Offer and the Merger in light of their knowledge of the business, financial condition and prospects of Calprop. In addition, the Board of Directors determined that the Special Committee’s conclusion that the Offer was fair, and its recommendation that the public stockholders accept the offer and tender their shares, was the result of a process that was fair to the public stockholders of Calprop because, among other things, the Special Committee conducted numerous meetings, during which the Special Committee evaluated and analyzed the proposed transaction, explored alternative transactions and courses of action, and reached informed conclusions based, in part, on the advice of an independent financial advisor. Accordingly, the Board of Directors determined that the Offer and the Merger were fair based principally on the determination of the Special Committee.

     The foregoing discussion of the information and factors considered by the Special Committee and the Board of Directors is not intended to be exhaustive but is believed to

include all material factors considered by the Special Committee and the Board of Directors. Calprop’s executive officers have not been asked to make a recommendation as to the Offer or the Merger.

     Summary of Financial Analysis and Opinion of the Special Committee’s Financial Advisor

     Duff & Phelps was retained by the Calprop board of directors under an engagement letter dated August 31, 2004, prior to the formation of the Special Directors Committee. After its formation, the Special Directors Committee met with Duff & Phelps and independently approved both the retention of Duff & Phelps as financial advisor to the Special Directors Committee and the scope and nature of the procedures to be followed by Duff & Phelps. Neither the Calprop board of directors, nor the Special Directors Committee placed any limitation upon Duff & Phelps with respect to the procedures followed or factors considered by Duff & Phelps in rendering its fairness opinion.

     Duff & Phelps was retained based on its experience as a financial advisor in connection with going private transactions, mergers and acquisitions and in securities valuations generally. Duff & Phelps is a nationally recognized investment banking firm that is regularly engaged to render financial opinions in connection with going private transactions, mergers and acquisitions, tax matters, corporate planning, and other purposes. Founded in 1932, Duff & Phelps believes that it is one of the leading middle market investment banking and independent financial advisory firms in the United States. Duff & Phelps has significant expertise and experience in fairness opinions, business valuations, solvency opinions, structuring ESOP/ERISA transactions, private capital raising transactions, buy-side and sell-side merger and acquisition advisory services, and intangible asset and intellectual property valuations. Headquartered in Chicago, Duff & Phelps has offices in Los Angeles, San Francisco, New York, Atlanta and Seattle. Each year, Duff & Phelps renders approximately 500 opinions, including fairness opinions, business valuation opinions, solvency opinions, tax-related financial opinions, and other financial opinions. Duff & Phelps had not previously provided financial advisory or other services to Calprop, Mr. Zaccaglin or Mr. John Curci, Sr. and has had no discussions regarding any future engagements by any of them.

     Duff & Phelps rendered a written opinion to the Special Directors Committee that, as of February 23, 2005, the terms of the Offer and the Merger were fair from a financial point of view (without giving effect to any impacts of the Offer or the Merger on any particular shareholder other than in its capacity as a shareholder) to the public shareholders of Calprop, excluding Zaccaglin, Curci, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached to this Statement as Exhibit (c)(1). CALPROP STOCKHOLDERS ARE ENCOURAGED TO READ THIS OPINION IN ITS ENTIRETY.

     Limitations and Assumptions. The fairness opinion of Duff & Phelps was directed to the Special Directors Committee, and its basis and methodology were designed specifically for the express purposes of the Special Directors Committee and

may not translate to any other purposes. It does not constitute a recommendation as to whether any individual shareholder should tender or vote with respect to any matter. Furthermore, Duff & Phelps did not address the relative merits of the Offer or the Merger or any other transactions or business strategies discussed by the Calprop board of directors as alternatives to the Offer and the Merger or the underlying business decision of the Calprop board of directors to proceed with or effect the Merger. The Duff & Phelps opinion is limited to examining the fairness of the Offer and the Merger as of February 23, 2005 to the public shareholders of Calprop, excluding Zaccaglin, Curci, and members of their respective families and their affiliates, from a financial point of view (without giving effect to any impacts of the Offer and the Merger on any particular shareholder other than in its capacity as a shareholder).

     In particular, Duff & Phelps did not conduct a market test of any kind to determine whether or not a better price could have been obtained. The analyses performed by Duff & Phelps were not necessarily indicative of future actual values or future results, which may be significantly more or less favorable than suggested by such analyses. The analyses did not purport to be appraisals or to reflect prices at which a company might actually be sold or the value or trading price of Calprop’s shares then or at any subsequent time. Duff & Phelps’ opinion to the Special Directors Committee was one of many factors taken into consideration by the Special Directors Committee in making its determination to approve the Offer and the Merger.

     In rendering its fairness opinion, Duff & Phelps relied upon the fact that the Special Directors Committee, the board of directors, and Calprop had been advised by counsel as to all legal matters with respect to the Offer and the Merger, including whether all procedures required by law to be taken in connection with the Offer and the Merger would be duly, validly and timely taken; and Duff & Phelps did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter. Duff & Phelps also assumed that all of the conditions required to implement the Offer and the Merger would be satisfied and that the Merger would be completed in accordance with the “Offer Letter” and draft “Offer to Purchase” (as defined below for purposes of this subsection) provided to Duff & Phelps.

     In preparing its forecasts, performing its analysis and rendering its fairness opinion with respect to the Offer and the Merger, Duff & Phelps (i) relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Calprop management, and did not attempt to independently verify such information, (ii) assumed that any estimates, evaluations and projections furnished to Duff & Phelps were reasonably prepared and based upon the last currently available information and good faith judgment of the person furnishing the same, and (iii) assumed that the final versions of all documents reviewed in draft form conform in all material respects to the drafts reviewed. In connection with its fairness opinion, Duff & Phelps did take the following steps, among others:

•   Conducted meetings with current and former members of the senior management team of Calprop at Calprop’s offices in Marina del Rey, California, including

	Zaccaglin, Chairman and CEO; Nierodzik, Chief Accounting Officer; Mark Spiro, former Chief Financial Officer and former director; Curtis Gullet, former Vice President, and Steve Petch, Purchasing Manager;
•	Held meetings with Nierodzik and Glaser in their capacity as directors of Calprop and members of the Special Directors Committee, along with Theodore Guth of Guth Christopher, LLC, counsel to Duff & Phelps;
•	Visited Calprop’s Murrieta Farms, Smolin and Winkler properties on September 23, 2004 with Messrs. Zaccaglin, Gullet, and Steve Petch;
•	Met with Scott Woodside, President of Drake Development, LLC (an affiliated company of Zaccaglin, Curci and Calprop), to discuss the potential build-out of the Murrieta Farms and Smolin properties and the corresponding property presentations prepared by Mr. Woodside;
•	Reviewed Calprop’s financial statements and SEC filings, including the annual report on Form 10-K for the year ended December 31, 2003 and quarterly reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 2004;
•	Reviewed Calprop’s internal trial balance financial report as of December 31, 2004;
•	Reviewed correspondence between Calprop and potential investors/acquirors of Calprop;
•	Reviewed Calprop’s detailed 2005 monthly cash flow projection;
•	Reviewed escrow agreements regarding the purchase of Calprop’s Murrieta Farms property, including related amendments;
•	Reviewed escrow agreements regarding the sale of Calprop’s Winkler property, including the related promissory note and amendments;
•	Reviewed the letter of intent regarding the sale of Calprop’s Smolin property to KB Home Coastal, Inc. dated September 13, 2004;
•	Reviewed a summary analysis, prepared by Calprop management, regarding the amount and timing of required expenditures to meet necessary conditions to closing and/or release of all escrowed funds with respect to the Winkler property;
•	Reviewed the various promissory notes evidencing Calprop’s indebtedness;
•	Reviewed a summary schedule of Calprop’s contingent assets and liabilities prepared by Calprop management;
•	Reviewed a copy of the Wilshire Consultants, LLC report dated June 1, 2004 regarding an operational review of Calprop Corporation;

•   Reviewed Zaccaglin’s written proposal to the Special Directors Committee, dated as of January 24, 2005, offering to pay $0.25 per share net to the selling shareholders as part of a going private transaction;

•   Reviewed Zaccaglin’s updated written proposal (“Offer Letter”) to the Special Directors Committee, dated as of February 17, 2005, offering to pay $0.65 per share net to the selling shareholders as part of a going private transaction;

•   Reviewed the draft Offer to Purchase for Cash All Outstanding Shares of Common Stock of Calprop Corporation, dated January 19, 2005 (“Offer to Purchase”);

•   Analyzed market trading data with respect to Calprop common stock; and

•   Reviewed certain additional information and prepared other studies and analyses as Duff & Phelps deemed appropriate.

     Duff & Phelps did not make or obtain, or assume responsibility for making or obtaining, any independent evaluation or appraisal of the properties, assets or liabilities (contingent or otherwise) of Calprop, nor was it furnished with any such evaluations or appraisals. Their fairness opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of Calprop’s credit worthiness or otherwise as tax advice or as accounting advice. Duff & Phelps did not take into consideration any potential value that may be attributed to any unasserted legal claims that Calprop may have, and valued Calprop’s net operating losses based on the assumption that they were transferred outside of bankruptcy to an unrelated buyer and hence were subject to the limitations of Section 382 of the Internal Revenue Code.

     In connection with the preparation of its fairness opinion, Duff & Phelps made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Merger. Duff & Phelps’ fairness opinion was also based upon its assessment of the general, economic and financial market conditions, as they could be evaluated by Duff & Phelps as of February 23, 2005. Although developments following the date of the Duff & Phelps opinion may affect that opinion, Duff & Phelps assumed no obligation to update, revise, or reaffirm its opinion.

     Summary of Methodology of Duff & Phelps. The following is a summary, prepared by Duff & Phelps, of the material financial analyses performed by Duff & Phelps in connection with rendering its opinion. The summary of the financial analyses is not a complete description of all of the analyses performed by Duff & Phelps. THE DUFF & PHELPS OPINION IS BASED ON THE TOTALITY OF THE VARIOUS ANALYSES THAT IT PERFORMED, AND NO PARTICULAR PORTION OF THE ANALYSIS HAS ANY MERIT STANDING ALONE.

     Due to the nature of Calprop’s business, lack of earnings, and the lack of comparable public companies, Duff & Phelps determined that certain common valuation methodologies, including a comparable public company analysis and comparable sale transaction analysis, were not useful. Accordingly, as described below, Duff & Phelps’

opinion relied on (i) an analysis of Calprop’s net asset value; (ii) a review of the historical trading price of Calprop’s common stock over the past twelve months and (iii) a premium analysis in which they reviewed the transaction premiums paid over market price for 34 public-to-private transactions and four real estate development companies. Duff & Phelps also took into account its experience in transactions and valuations.

     While this summary describes the analysis and factors that Duff & Phelps deemed material in its presentation to the Special Directors Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps or a complete description of the presentation of Duff & Phelps to the Special Directors Committee. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to a partial analysis or summary description. In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors, could create a misleading or incomplete view of the evaluation process underlying its opinion. Several analytical methodologies were employed and no one method of analysis should be regarded as critical to the overall conclusion reached by Duff & Phelps. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on application of Duff & Phelps’ own experience and judgment. This conclusion involved significant elements of subjective judgment and qualitative analysis. Duff & Phelps gave no opinion as to the value or merit standing alone of any one or more parts of the analysis it performed.

     Net Asset Value Analysis. Duff & Phelps analyzed the estimated fair market value of Calprop’s assets and liabilities to determine Calprop’s net asset value. Because Calprop has significant net operating loss carryforwards, or “NOLs,” Duff & Phelps also estimated the value a third party buyer may be able to realize from the NOLs in a “change of control” transaction. Using information provided by Calprop to them, this analysis yielded a net asset value ranging from ($0.06) per share to $0.17 per share as of February 23, 2005 as summarized below. Following the chart is a brief summary of the material assumptions used by Duff & Phelps to prepare the chart.

NET ASSET VALUE ANALYSIS SUMMARY
($000's except per share data)
	Book Value		Range of Fair Market Value
	as of 12/31/04		Low				High
Real Estate:
Murrieta Farms		N/A	$	0			$	835
Smolin		N/A		2,724				3,808
Winkler		N/A		8,400				8,400
Highridge Court		N/A		2,187				2,187
Total Real Estate		3,875		13,311				15,230
Other Assets:
Cash and Cash Equivalents		153		153				153
Other Assets		849		473				828
Total Other Assets		1,002		626				981
Total Assets		4,877		13,938				16,212
Trust Deeds and Notes Payable	$	20	$	20			$	20
Related Party Notes		13,452		13,452				13,452
Accounts Payable and Accrued Liabilities		1,384		1,384				1,384
Deferred Liability (1)		1,000		—				—
Warranty Reserves		653		653				653
Total Liabilities		16,509		15,509				15,509
Plus / (Minus): Net Contingent Liabilities/Assets				399				399
Plus: Present value of NOL carryforwards				553				553
NET ASSET VALUE				($620	)		$	1,655
Divided by: Common Shares Outstanding (000s)				9,737				9,737
NET ASSET VALUE PER SHARE			($0.06)			to	$	0.17

N/A — Not Available

(1) Relates to funds received from the sale of Winkler which will be returned if Calprop is unable to achieve the required milestones

Murrieta Farms

     Murrieta Farms consists of approximately 25 acres of unimproved land in Riverside County, California. Calprop has submitted a tentative tract map to the City of Murrieta for the development of the property with 67 single family homes on approximately 7,000 square foot lots. Calprop expects that the earliest potential date for approval of the tentative map would be during March 2005. Calprop currently has an option to purchase Murrieta Farms for a price of approximately $4.65 million. The period of the option has been extended several times. The most recent extension, which expires March 8, 2005, was negotiated in December 2004 at which time Calprop was required to increase the deposit by approximately $100,000.

     Because Murrieta Farms itself lacks connection to necessary infrastructure such as access roads and utility connections, its development depends on development of the adjacent properties to bring access to infrastructure connections closer, which has yet to begin. Murrieta Farms is also subject to certain government regulations known as “HANS” (Habitat Assessment and Sight Acquisition Review) which requires that a strip of land running across the property must remain in its natural state.

     Calprop believes that the purchase and development of Murrieta Farms would require an equity investment of approximately $2.4 million (in addition to bank financing under a construction loan). To date, Calprop has not identified a source for that money,

and has tentatively decided not to exercise its option. If Calprop does not exercise that option, there will be no value attributable to Murrieta Farms. However, Duff & Phelps also developed a discounted cash flow analysis to estimate the value of cash flows that would accrue to Calprop’s benefit if it could in fact find a suitable partner to develop Murrieta Farms.

     Their analysis of Murrieta Farms, based upon detailed financial projections Calprop provided, also included an assessment of the changes in potential value resulting from different assumptions regarding project timing and appropriate discount rates as presented in the table below:

Discounted Cash Flow Analysis ($ 000’s)

Discount Rate	Project Term / Discount Period (Months)
	28		34		40		46
12.0%		835		786		741		698
14.5%		788		733		682		635
17.0%		744		684		628		577
19.5%		702		638		579		525
22.0%		663		595		533		478

     This analysis yielded an estimated fair market value for Murrieta ranging from approximately zero (in the event the option is not exercised) to $835,000.

Smolin

     Smolin consists of unimproved land located in Riverside County, California which Calprop purchased in December 2003. A tentative tract map for Smolin has been approved for the development of 28 single family homes ranging in size from approximately 3,000 to 6,000 square feet. Although Calprop entered into a letter of intent for the sale of Smolin for $3.15 million, the potential buyer notified Calprop in December 2004 that it did not intend to complete that transaction. As a result, Calprop could either pursue development of Smolin or seek another buyer. Duff & Phelps relied upon detailed financial projections Calprop provided them to develop a discounted cash flow analysis to estimate the value of cash flows that would accrue to Calprop’s benefit from the development of Smolin. Their analysis of Smolin also included an assessment of the changes in potential value resulting from different assumptions regarding project timing and appropriate discount rates as presented on the table below:

Discounted Cash Flow Analysis ($000’s)

Discount Rate	Months Delayed
	-		3.0		6.0		9.0
12.0%		3,808		3,696		3,588		3,482
14.5%		3,648		3,519		3,394		3,274
17.0%		3,494		3,350		3,212		3,079
19.5%		3,348		3,190		3,039		2,896
22.0%		3,208		3,038		2,876		2,724

     This analysis yielded an estimated fair market value for Smolin ranging from approximately $2.7 million to $3.8 million, which brackets the $3.15 million purchase price contemplated under the prior letter of intent.

Winkler Acres

     Winkler Acres consists of approximately 64 acres of unimproved land located in Riverside County, California which Calprop sold in June 2004. $8.4 million of the purchase price remains to be collected, of which $5.4 is payable to Calprop upon the recording of the final tract map for Winkler Acres (currently expected in March 2005), and the remaining $3.0 million is payable when Winkler Acres is fully graded and inspected (“blue topped”) condition (currently expected in April, 2005).

     Duff & Phelps used the total amount of $8.4 million as the estimated fair market value of Winkler Acres. Because of the near term nature of the expected receipts, no present value discount was applied.

Highridge Court

     Highridge Court comprises a 170-unit housing development in Thornton, Colorado. Calprop estimated that the remaining 12 units could be completed by the end of March 2005 for net proceeds (after remaining costs) of approximately $2.2 million.

     Although there is a debt of approximately $3.0 million associated with the property, because that debt is reflected as related party loans in Duff & Phelps’ net asset value analysis, Duff & Phelps used the net proceeds of $2.2 million as the estimated fair market value of Highridge Court. Because of the near term nature of the expected receipts, no present value discount was applied.

Other Assets

     The other assets, excluding cash and equivalents, included in Duff & Phelps’ analysis of Calprop’s net asset value consisted of escrow deposits, prepaid expenses, accounts receivable, and other miscellaneous assets. In determining the low end of the range of fair market value for the aggregate other assets, Duff & Phelps excluded a $51,000 deposit for Winkler and a $325,000 deposit for Murrieta. In contrast, the high estimate of fair market value included the Murrieta deposit and reversed a $30,000 reserve related to an outstanding trust deed.

Valuation of Net Operating Loss

     As of September 30, 2004, Calprop had operating loss carryforwards for federal and state income tax purposes of approximately $40.6 million and $11.5 million,

respectively. These net operating loss carryforwards (“NOLs”) expire between 2013 and 2022 for federal and between 2005 and 2008 for state tax purposes.

     NOLs may be used under certain circumstances to offset pre-tax income on a dollar-for-dollar basis for tax purposes. However, in a sale outside of bankruptcy to a third party, Section 382 of the Internal Revenue Code imposes significant restrictions on the amount of the NOL which can be used in any year, thereby significantly reducing their potential value. The annual offset to income would be limited to Calprop’s equity value at the date of the transaction multiplied by the applicable long-term tax exempt rate, which is currently 4.27%. Based on the $0.65 per share in the Offer and the Merger, the implied equity value of Calprop is approximately $6.3 million based on 9,737,205 shares outstanding. Therefore, the annual deduction would be limited to approximately $270,000 in a change of control transaction. Assuming (i) that Calprop generates enough income to utilize the maximum annual deduction; (ii) a blended federal and state tax rate of 40%; (iii) a federal tax rate of 34%; and (iv) a discount rate of 17%, the present value of Calprop’s NOLs in a “change of control” transaction would be approximately $553,000.

     However, as the Section 382 limitations would not apply to the Control Shareholders, the value of the NOLs to them could in fact be significantly higher. The estimated value of the NOLs to the Control Shareholders is somewhat speculative as it depends on their ability to attract additional capital and generate taxable income, as well as the timing of that income. No projections were made available to Duff & Phelps on those matters. However, as an example, using discount rates ranging from 17% to 27% and assuming equal use of the NOLs over periods ranging from 5 to 15 years, the value of the NOLs to the Control Shareholders could range from approximately $0.40 to $1.00 per share.

     Consistent with its practice in other similar transactions, Duff & Phelps performed its analysis using the value of the NOLs to a buyer in a change of control transaction which would trigger the Section 382 limitation and therefore did not include the value to the Control Shareholders in its financial analysis. However, the Special Directors Committee did consider the value of the NOLs to the Control Shareholders in the course of its negotiations and in its analysis of the Offer and the Merger.

Liabilities

     Duff & Phelps included the amounts of Calprop’s related party notes in the calculation and analysis of Calprop’s net asset value. These related party notes aggregate approximately $13.4 million of the approximately $15.5 million in total liabilities. Approximately $12.8 million of the related party notes are held by Messrs Curci or Zacagglin or their families or affiliates. Other liabilities include trust deeds and notes payable, accounts payable and accrued liabilities, and warranty reserves. Duff & Phelps excluded Calprop’s deferred liability of approximately $1.0 million in the calculation of Calprop’s net asset value because it relates to funds received from the sale of Winkler Acres which will be returned if Calprop is unable to achieve the required milestones.

Contingent Liabilities / Assets

     Additionally included in Duff & Phelps’ analysis of Calprop’s net asset value are estimates supplied by Calprop regarding any contingent liabilities or assets. These contingent liabilities or assets include various lawsuits pending for which Calprop is in some cases the plaintiff and in other cases Calprop is the defendant. The net aggregate impact on Calprop from these lawsuits is estimated to provide Calprop with a net asset of approximately $400,000. Duff & Phelps has not taken into consideration any potential value that may be attributed to any unasserted legal claims that Calprop may have.

     Analysis of Current and Historical Trading Prices of Calprop’s Common Stock. In addition to calculating Calprop’s net asset value, Duff & Phelps analyzed the closing price, bid/ask spread and trading volume of the common stock of Calprop over the past twelve months. This analysis was used to determine the range of value the market ascribed to Calprop’s common stock prior to the announcement of the Merger.

     Calprop’s common shares are thinly traded with significant bid/ask price spreads. Over the latest twelve month period ended February 18, 2005, transactions involving public shares of Calprop occurred on 49 out of approximately 240 potential trading days. During this same period, bid/ask spreads for Calprop’s shares ranged from 27% to 940% of the bid price.

     As shown in the chart below, Calprop’s stock price closed at $0.13 per share prior to December 13, 2004, the date Calprop filed its Form 10-Q, which included the announcement of a potential going-private transaction. During the 52-week period between February 18, 2004 and February 18, 2005, the 52-week high for the trading price of Calprop’s stock was $0.27, and the 52-week low was $0.10, with a one-year weighted average closing price of $0.16.

Calprop Common Stock Data
February 18, 2004 through February 18, 2005

Offer Price	$	0.65
Price Prior to Announcement [1]	$	0.13
52-Week High Ended 2/18/05	$	0.27
52-Week Low Ended 2/18/05	$	0.10
One-year weighted average closing price (2/18/04 - 2/18/05)	$	0.16
Shares Outstanding		9,737,205
Average Daily Trading Volume (2/18/04 - 2/18/05) [2]		1,173
Shares owned by Messrs Zaccaglin and Curci and affiliates		8,094,658
Institutional Ownership	Negligible
Analyst Coverage	None

[1] On 12/13/04 Calprop filed its Form 10-Q which included the announcement of a potential going-private transaction.

[2] Represents 49 days of trading and 195 inactive days

Transaction Premium Analysis. Duff & Phelps also reviewed the transaction premiums paid over market price for 34 public-to-private transactions and four transactions of

companies in the real estate development industry occurring from January 1, 2004, through January 31, 2005.

     Duff & Phelps concluded that the median 1-week transaction premium for the 34 going private transactions was 24% and the median 1-month transaction premium was 26%. Furthermore, Duff & Phelps concluded that the median 1-week transaction premium for the real estate development companies was 43% and the median 1-month transaction premium was 39%. This compares to the implied 330% 1-week transaction premium and 550% one month transaction premium for Calprop.

     Based on its analysis, Duff & Phelps concluded that the control premium implied by the $0.65 per share consideration to be received in the proposed Merger for the common stock of Calprop was adequate relative to the premiums paid in other similar sale transactions.

     Conclusion. Based on its analysis and subject to the limitations and assumptions set forth in the opinion, it was Duff & Phelps’ opinion that, as of February 23, 2005, the Offer and the Merger were fair to the public shareholders of Calprop from a financial point of view (without giving effect to any impacts of the Merger on any particular shareholder other than in its capacity as a shareholder.) For the purpose of its analysis and opinion, Duff & Phelps defined the term “public shareholders” as including all owners of Calprop common stock other than Mr. Victor Zaccaglin, Mr. John Curci, Sr., and members of their respective families and their affiliates. The foregoing summary is qualified by reference to the written opinion dated as of February 23, 2005, of Duff & Phelps, which is attached to this Statement as Exhibit (c)(1).

     INTENT TO TENDER

     To the knowledge of Calprop, each executive officer and director of Calprop, except for Zaccaglin, currently intends to tender all Shares held of record or beneficially owned by that person pursuant to the Offer. Calprop understands that, as of the date of this Statement, the executive officers and directors of Calprop (excluding Zaccaglin) held or had the right to acquire a total of 81,746 Shares (including options).

Item 5. Persons/Assets Retained, Employed, Compensated or Used

     Calprop retained Duff & Phelps to render financial advisory services to the Special Committee on an exclusive basis concerning the Special Committee’s assessment of Calprop’s strategic alternatives.

     Calprop’s engagement letter with Duff & Phelps provides that, for its services, Duff & Phelps is entitled to receive $125,000 due and payable as follows: $62,500 in cash upon execution of the engagement letter and the remaining $62,500 in cash upon delivery of the opinion, whether or not the opinion is favorable. Calprop has also agreed to reimburse Duff & Phelps for its out-of-pocket expenses and to indemnify and hold harmless Duff & Phelps and its affiliates and any other person, director, employee or agent of Duff & Phelps or any of its affiliates, or any person controlling Duff & Phelps or its affiliates, for certain losses, claims, damages, expenses and liabilities relating to or

arising out of services provided by Duff & Phelps as financial advisor to Calprop. The terms of the fee arrangement with Duff & Phelps, which Calprop and Duff & Phelps believe are customary in transactions of this nature, were negotiated at arm’s length between Calprop and Duff & Phelps, and the Calprop board of directors was aware of these fee arrangements.

Item 6. Interest in Securities of the Subject Company

     No transactions in Calprop Common Stock have been effected during the past 60 days by Calprop or, to the knowledge of Calprop, by any executive officer, director or affiliate of Calprop.

Item 7. Purposes of the Transaction and Plans or Proposals

     Except as set forth in this Statement, Calprop is not currently undertaking or engaged in any negotiations in response to the Offer or Merger that relate to or would result in: (a) a tender offer for or other acquisition of Calprop’s securities by Calprop, any of its subsidiaries or any other person, (b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving Calprop or any of its subsidiaries, (c) a purchase, sale or transfer of a material amount of assets of Calprop or any of its subsidiaries or (d) a material change in the present dividend policy, indebtedness or capitalization of Calprop.

Item 8. Additional Information

     Incorporation by Reference. The information contained in the Offer To Purchase filed as Exhibit (a)(1) herewith is incorporated herein by reference.

     Effects of the Transaction. As stated before, there is currently no active trading market for Calprop’s Shares. The Shares are not listed on a securities exchange or traded on the Nasdaq Stock Market. Bid and asked quotations for Calprop’s Shares are reported on the OTC Bulletin Board only and there has been no significant trading activity in Calprop’s Shares over the past twelve months. The purchase of Calprop Shares pursuant to the Offer will reduce the number of Calprop Shares that are currently available to trade publicly and would likely reduce the number of holders of Calprop Shares, which could further reduce the liquidity and market value of the remaining Calprop Shares held by stockholders other than Zaccaglin, Curci, and their family members and/or affiliates. Calprop cannot predict whether the reduction in the number of Calprop Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Calprop Shares, but believes it would be reasonable to expect that it would further reduce the market trading activity of the Calprop Shares.

     Merger; Other Effects. If Newcal owns at least 90% of the outstanding Calprop Shares following completion of the Offer, Newcal will have the ability to complete the Merger without a meeting or vote of the public stockholders of Calprop pursuant to the “short form” merger provisions of Section 1110 of the California General Corporation Law. In such circumstances, Newcal currently intends to effect the Merger as soon as practicable and without seeking the approval of the public stockholders of Calprop.

Furthermore, if the Merger occurs, Calprop will be a privately held corporation. Following the Offer and the Merger, persons who were stockholders of Calprop immediately prior to the Offer and the Merger will not have any continuing ownership interest in Calprop and therefore will not share in any future earnings and growth of Calprop.

     Price Range of the Calprop Shares; Dividends on the Calprop Shares. The Calprop Shares are quoted on the OTC Bulletin Board under the symbol “CLPO.” The following table sets forth, for the periods indicated, the reported high and low bid and asked quotations for the Calprop Shares, together with the volume of Calprop Shares traded, each as reported by IDD Information Services, Tradeline (r), during the indicated periods:

	High		Low		Reported
	Bid		Bid		Volume
2003
First Quarter	$	0.89	$	0.60		47,500
Second Quarter		0.72		0.28		76,700
Third Quarter		0.70		0.15		92,400
Fourth Quarter		0.65		0.15		84,070
2004
First Quarter		0.51		0.26		9,120
Second Quarter		0.51		0.22		21,180
Third Quarter		0.28		0.12		49,520
Fourth Quarter		.17		.08		154,684

     On March 21, 2005, a recent trading day prior to the commencement of this Offer, the closing quotations for Calprop common stock as reported by IDD Information Services, Tradeline (r) were $0.25 bid and $0.51 asked per Share. Stockholders may wish to consider obtaining current market quotations for Calprop Shares. Please be advised that there is very little trading activity for Calprop Shares and, accordingly, published market quotations are not necessarily reliable indications of the value of the Calprop Shares.

     Calprop has not paid cash dividends on its Calprop Shares since over the past five years and does not anticipate paying cash dividends in the foreseeable future if it remains a publicly held company.

     Information Regarding Newcal. Zaccaglin is the chief executive officer and sole director of Newcal and Newcal has no other officers. Zaccaglin is a United States citizen. His business address is 13160 Mindanao Way, Suite 180, Marina Del Ray, California 90292; telephone: (310)-306-4314. Curci, who will be the other principal stockholder of Newcal upon contribution of his Calprop shares to Newcal after completion of this Offer (if consummated), will not be an officer or director of Newcal. Curci is also a United States citizen. His business address is P.O. Box 1549, Newport Beach, California 92659-1549; telephone: (949)-673-1060. Calprop, including certain of its officers and employees, have provided information concerning Calprop and clerical assistance to Zaccaglin and Newcal in connection with preparation of the Offer.

     Available Information Regarding Calprop and Newcal. Calprop is subject to the informational filing requirements of the Exchange Act. In accordance with the Exchange Act, Calprop files periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Newcal is required to disclose in such proxy statements certain information, as of particular dates, concerning Calprop’s directors and officers, their remuneration, stock options granted to them, the principal holders of Calprop’s securities and any material interest of those persons in transactions with Calprop. Such reports, proxy statements and other information may be inspected at the Commission’s office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also should be available for inspection and copying at the regional offices of the Commission located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may be obtained upon payment of the Commission’s prescribed fees by writing to its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, or through the Commission’s website (http://www.sec.gov).

Item 9. Exhibits

     The following are exhibits to this Statement:

Exhibit No.	Description
(a)(1)	Offer To Purchase, dated March 25, 2005 (incorporated herein by reference from Exhibit (a)(1) to Newcal’s Tender Offer Statement on Schedule TO, filed by Newcal with respect to Calprop on March 25, 2005 (the “Schedule TO”)).
(a)(2)	Letter of Transmittal, dated March 25, 2005 (incorporated herein by reference from Exhibit (a)(3)to the Schedule TO).
(a)(3)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated March 25, 2005 (incorporated herein by reference from Exhibit (a)(4) to the Schedule TO).
(a)(4)	Notice of Guaranteed Delivery, dated March 25, 2005 (incorporated herein by reference from Exhibit (a)(5) to the Schedule TO).

(a)(5)	Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9, dated March 25, 2005 (incorporated herein by reference from Exhibit (a)(6) to the Schedule TO).
(a)(6)	Letter to Stockholders of Calprop Corporation, dated March 25, 2005 (incorporated herein by reference from Exhibit (a)(7) to the Schedule TO).
(a)(7)	Press Release of Calprop Corporation, dated March 25, 2005
(c)(1)	Fairness Opinion of Duff & Phelps LLC, dated February 23, 2005
(e)(1)	Promissory Note dated April 8, 1998 in the principal amount of $1,500,000 executed by Calprop in favor of Curci-Turner, as amended by Amendments Nos. 1, 2, 3, 4 and 5 attached thereto
(e)(2)	Deed of Trust dated May 4, 1998 executed by Hunters Chase in favor of Curci-Turner with respect to real property located in Colorado
(e)(3)	Guaranty Agreement dated May 4, 1998 executed by Hunters Chase in favor of Curci-Turner
(e)(4)	Promissory Note dated July 17, 2001 in the principal amount of $5,000,000 executed by Calprop in favor of Curci-Turner, as amended by Amendments Nos. 1, 2, and 3 attached thereto
(e)(5)	Promissory Note dated May 6, 2004 in the principal amount of $1,469,917.17 executed by Calprop in favor of Curci Investments, as amended by Amendments No. 1 attached thereto
(e)(6)	Guaranty Agreement dated July 17, 2001 executed by the Zaccaglin Trust in favor of Curci-Turner
(e)(7)	Pledge Agreement dated July 17, 2001 executed by the Zaccaglin Trust in favor of Curci-Turner, as amended by the Addendum thereto
(e)(8)	Stock Pledge Agreement dated November 15, 2001 executed by Zaccaglin in favor of Curci-Turner

(e)(9) Promissory Notes executed by Calprop in favor of the Zaccaglin Trust:

Date:	Amount:
1-30-99	$	300,000
10-5-99	$	300,000
2-1-04	$	240,000
4-22-04	$	75,000
8-27-04	$	1,000,000
9-7-04	$	100,000
9-13-04	$	200,000
9-16-04	$	225,000
10-9-04	$	125,000
11-2-04	$	150,000
11-19-04	$	100,000

(e)(10)	Promissory Note dated June 1, 1999 in the principal amount of $2,000,000 executed by Calprop in favor of Mission Gorge
(e)(11)	Promissory Note dated June 7, 1999 in the principal amount of $581,541.52 executed by Calprop in favor of the Zaccaglin Trust
(e)(12)	Promissory Note dated June 7, 1999 in the principal amount of $462,330.00 executed by Calprop in favor of the Curci Trust, as amended by Amendments Nos. 1, 2, 3, 4 and 5 related thereto
(e)(13)	Promissory Note dated December 3, 1998 in the principal amount of $2,350,000 executed by Calprop in favor of Curci-Turner, as amended by Amendments Nos. 1, 2, and 3 related thereto
(e)(14)	Amended and Restated Guaranty Agreement dated December 3, 1998 executed by the Colorado Pacific in favor of Curci-Turner
(e)(15)	Modification of Deed of Trust dated December 22, 2003 executed by Colorado Pacific in favor of Curci Turner with respect to real property located in Colorado
(e)(16)	Guaranty Agreement dated December 22, 2003 executed by the Zaccaglin Trust in favor of Curci-Turner
(e)(17)	Agreement for Purchase and Sale of Real Property and Escrow Instructions dated May 6, 2004 by and between Colorado Pacific and VLZ
(e)(18)	Promissory Note dated May 6, 2004 in the principal amount of $1,390,000 executed by VLZ in favor of Curci Investments

(e)(19)	Guaranty Agreement dated May 6, 2004 executed by the Zaccaglin Trust in favor of Curci Investments
(e)(20)	Guaranty Agreement dated May 6, 2004 executed by Colorado Pacific in favor of Curci Investments
(e)(21)	Guaranty Agreement dated May 6, 2004 executed by the Zaccaglin Trust in favor of Curci Investments
(e)(22)	Deed of Trust and Assignment of Rents dated May 26, 2004 executed by Calprop in favor of Curci Investments with respect to real property located in California
(e)(23)	Agreement to Purchase /Sell Membership Interest in Mission Gorge dated February 24, 2004 by and between Calprop and the 1993 Curci Trust
(e)(24)	Agreement to Purchase /Sell Membership Interest in Mission Gorge dated February 24, 2004 by and between Calprop and the 1985 Curci Trust
(e)(25)	Assignment of Limited Liability Company Interest dated January 1, 2003 by and between Calprop and the 1985 Curci Trust
(e)(26)	Assignment of Limited Liability Company Interest dated January 1, 2003 by and between Calprop and the Zaccaglin Trust
(e)(27)	Assignment of Limited Liability Company Interest dated January 1, 2003 by and between Calprop and JAMS Management, LP
(e)(28)	General Services Agreement by and between Calprop and Drake
(e)(29)	Guaranty Agreement dated February 1, 2005 executed by the Zaccaglin Trust in favor of Comerica Bank
(e)(30)	Guaranty Agreement dated February 17, 2005 executed by the Zaccaglin Trust in favor of Indymac Bank
(e)(31)	Completion Guaranty Agreement February 1, 2005 executed by the Zaccaglin Trust in favor of Comerica Bank
(e)(32)	Completion Guaranty Agreement February 17, 2005 executed by the Zaccaglin Trust in favor of Indymac Bank

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct

March 25, 2005

Calprop Corporation,
A California corporation

By:       /s/ Henry Nierodzik
Its:       Chief Accounting Officer

EX-99.(A)(7)

Exhibit (A)(7)

Release – National Circuit

Friday, March 25, 2005

Press Contact and Investor Relations: Henry Nierodzik 310-306-4314

Calprop Board of Directors and Special Committee
Unanimously Recommend Stockholders Accept
Tender Offer in Going Private Transaction

Cash Tender Offer Price $0.65 Per Share, Net

     MARINA DEL REY, CA (March 25, 2005) – Calprop Corporation (OTC Bulletin Board: CLPO) today announced that a special committee of its board of directors and its full board of directors have each approved, and recommend that Calprop stockholders accept, a tender offer that has been commenced by NewCal Corporation for all of the publicly-held shares of Calprop Corporation common stock at a cash price of $0.65 per share, net to the selling stockholders.

     The tender offer is being made in connection with a proposal by Victor Zaccaglin, chairman of the board and chief executive officer of Calprop, to convert Calprop Corporation into a privately-held company. NewCal Corporation was incorporated by Mr. Zaccaglin to conduct the tender offer. If the tender offer is successful, NewCal Corporation will be merged into Calprop Corporation in a transaction in which cash will be paid at the same per share price as that paid in the tender offer for any remaining publicly-held shares of Calprop Corporation common stock not tendered in the tender offer.

     The special committee of the Calprop board of directors has determined that the tender offer by NewCal is fair to and in the best interests of the public stockholders of Calprop. This determination by the special directors committee was based in part on the written opinion of Duff & Phelps, LLC, which was engaged as an independent financial advisor to the special

directors committee, that the per share price offered in the tender offer and proposed to be paid in the merger is fair from a financial point of view to Calprop’s public stockholders.

     The tender offer is conditioned on a sufficient number of shares being tendered to constitute, together with the Calprop shares owned by Mr. Zaccaglin and certain other persons, at least 90% of Calprop Corporation’s outstanding common stock and at least a majority of the shares of Calprop’s common stock that are owned by the public stockholders of Calprop (not including shares held by any director or executive officer of Calprop).

-2-

EX-99.(C)(1)

Exhibit (C)(1)

n 2029 CENTURY PARK EAST, SUITE 820 n LOS ANGELES, CA 90067 n 310-284-8008 n FAX 310-284-8130

February 23, 2005

Special Committee of the Board of Directors
Calprop Corporation
13160 Mindanao Way
Suite 180
Marina Del Rey, CA 90292

Dear Members of the Special Committee:

The Board of Directors of Calprop Corporation (“Calprop” or the “Company”) has engaged Duff & Phelps, LLC (“Duff & Phelps”) as its independent financial advisor to provide an opinion (the “Opinion”) as to the fairness to the public shareholders of Calprop, from a financial point of view, of the contemplated transaction described below (the “Proposed Transaction”)(without giving effect to any impact of the Proposed Transaction on any particular shareholder other than in its capacity as a shareholder). For the purpose of this analysis, the term “Public Shareholders” is defined as including all owners of Calprop common stock other than Mr. Victor Zaccaglin, Calprop’s Chairman and CEO, Mr. John Curci, Sr., and members of their respective families and their affiliates. Previously, Duff & Phelps has not provided financial advisory services to the Company, Mr. Zaccalin or Mr. Curci.

Description of the Proposed Transaction

It is our understanding that a newly formed company, NewCal Corporation (“NewCal”), is offering to purchase all of the outstanding common stock of Calprop not owned by Mr. Zaccaglin, Mr. Curci or members of their respective families and their affiliates, for cash consideration of $0.65 per share. Mr. Zaccaglin, Mr. Curci, and members of their respective families and their affiliates (collectively the “Control Shareholders”), are the beneficial owners of approximately 83% of the outstanding common stock of Calprop. It is our further understanding that the Control Shareholders will contribute all of their Calprop shares to NewCal in exchange for 100% of the common stock of NewCal. Subject to a majority of the Public Shareholders tending their Calprop stock, and NewCal owning at least 90% of Calprop stock after the tender offer, NewCal will be merged into Calprop, and Calprop will cease to be publicly traded. Any shares not tendered will be converted into the right to receive a cash payment of $0.65 per share.

Special Committee of the Board of Directors
Calprop Corporation
February 23, 2005
Page 2

Scope of Analysis

In connection with this Opinion, we have made such reviews, analyses and inquiries, as we have deemed necessary and appropriate under the circumstances. Our due diligence with regards to the Proposed Transaction included, but was not limited to, the items summarized below.

1.	Conducted meetings with current and former members of the senior management team of Calprop at the Company’s offices in Marina del Rey, California, including Victor Zaccaglin, Chairman and CEO; Henry Nierodzik, Chief Accounting Officer; Mark Spiro, former Chief Financial Officer; Curtis Gullet, former Vice President, and Steve Petch, Purchasing Manager;
2.	Held meetings with Henry Nierodzik and Barry Glaser in their capacity as directors of Calprop and members of the Special Committee, along with Ted Guth of Guth Christopher, LLC, counsel to Duff & Phelps;
3.	Visited the Company’s Murrieta Farms, Smolin and Winkler properties on September 23, 2004 with Messrs. Zaccaglin, Gullet, and Petch;
4.	Met with Scott Woodside, President of Drake Development, LLC (and an affiliated company of Mr. Zaccaglin, Mr. Curci and Calprop), to discuss the potential build-out of the Murrieta Farms and Smolin properties and the corresponding property presentations prepared by Mr. Woodside;
5.	Reviewed Calprop’s financial statements and SEC filings, including the annual report on Form 10-K for the year ended December 31, 2003 and quarterly reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 2004;
6.	Reviewed Calprop’s internal trial balance financial report as of December 31, 2004;
7.	Reviewed correspondence between the Company and potential investors/acquirors of Calprop;
8.	Reviewed Calprop’s detailed 2005 monthly cash flow projection;
9.	Reviewed escrow agreements regarding the purchase of the Company’s Murrieta Farms property including related amendments;
10.	Reviewed escrow agreements regarding the sale of the Company’s Winkler property, including the related promissory note and amendments;
11.	Reviewed the letter of intent regarding the sale of the Company’s Smolin property to KB Home Coastal, Inc. dated September 13, 2004;

Special Committee of the Board of Directors
Calprop Corporation
February 23, 2005
Page 3

12.	Reviewed a summary analysis, prepared by Calprop management, regarding the amount and timing of required expenditures to meet necessary conditions to closing and/or release of all escrowed funds with respect to the Winkler property;
13.	Reviewed the various promissory notes evidencing the Company’s indebtedness;
14.	Reviewed a summary schedule of Calprop’s contingent assets and liabilities prepared by Calprop management;
15.	Reviewed a copy of the Wilshire Consultants, LLC report dated June 1, 2004 regarding an operational review of Calprop Corporation;
16.	Reviewed Victor Zaccaglin’s written proposal to the Special Committee, dated as of January 24, 2005, offering to pay $0.25 per share net to the selling shareholders as part of a going private transaction;
17.	Reviewed Mr. Zaccaglin’s updated written proposal (“Offer Letter”) to the Special Committee, dated as of February 17, 2005, offering to pay $0.65 per share net to the selling shareholders as part of a going private transaction;
18.	Reviewed the draft Offer to Purchase for Cash All Outstanding Shares of Common Stock of Calprop Corporation, dated January 19, 2005 (“Offer to Purchase”);
19.	Analyzed market trading data with respect to Calprop common stock;
20.	Reviewed certain additional information and prepared other studies and analyses as we deemed appropriate.

Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps did not make any independent evaluation, appraisal or physical inspection of the Company’s solvency or of any specific assets or liabilities (contingent or otherwise). This Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness or otherwise as tax advice or as accounting advice. Duff & Phelps has not taken into consideration any potential value that may be attributed to any unasserted legal claims that the Company may have, and valued the net operating losses of the Company based on the assumption that they were transferred outside of bankruptcy to an unrelated buyer and hence were subject to the limitations of Section 382 of the Internal Revenue Code. In addition, Duff & Phelps is not expressing any opinion as to the market price or value of the shares after completion of the Proposed Transaction. In rendering this Opinion, Duff & Phelps relied upon the fact that the Special Committee and the Company have been advised by counsel as to all legal matters with respect to the Proposed Transaction, including whether all procedures required by law to be taken in connection with the Proposed Transaction have been duly, validly and timely taken; and

Special Committee of the Board of Directors
Calprop Corporation
February 23, 2005
Page 4

Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

In preparing its forecasts, performing its analysis and rendering its Opinion with respect to the Proposed Transaction, Duff & Phelps (i) relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management, and did not attempt to independently verify such information, (ii) assumed that any estimates, evaluations and projections furnished to Duff & Phelps were reasonably prepared and based upon the last currently available information and good faith judgment of the person furnishing the same, and (iii) assumed that the final versions of all documents reviewed by us in draft form conform in all material respects to the drafts reviewed. Duff & Phelps’ Opinion further assumes that information supplied and representations made by Company management are substantially accurate regarding the Company and the Proposed Transaction. Neither Company management nor its Board of Directors placed any limitation upon Duff & Phelps with respect to the procedures followed or factors considered by Duff & Phelps in rendering its Opinion.

In our analysis and in connection with the preparation of this Opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction. Duff & Phelps has also assumed that all of the conditions required to implement the Proposed Transaction will be satisfied and that the Proposed Transaction will be completed in accordance with the Offer Letter and draft Offer to Purchase.

The basis and methodology for this Opinion have been designed specifically for the express purposes of the Special Committee and may not translate to any other purposes.

To the extent that any of the foregoing assumptions or any of the facts on which this Opinion is based proves to be untrue in any material respect, this Opinion cannot and should not be relied upon.

Duff & Phelps has prepared this Opinion effective as of February 23, 2005. The Opinion is necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of such date, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Duff & Phelps after the date hereof. Notwithstanding and without limiting the foregoing, in the event that there is any change in any fact or matter affecting the Opinion after the date hereof and prior to the completion of the Proposed Transaction, Duff & Phelps reserves the right to change, modify or withdraw the Opinion.

This letter should not be construed as creating any fiduciary duty on Duff & Phelps’ part to any party.

Special Committee of the Board of Directors
Calprop Corporation
February 23, 2005
Page 5

It is understood that this Opinion is for the information of the Special Committee in connection with its consideration of the Proposed Transaction and may not be used for any other purpose without our prior written consent, except that this Opinion may be included in its entirety in any filing made by the Company with the Securities and Exchange Commission in respect of the Proposed Transaction and you may summarize or otherwise reference the existence of this Opinion in such documents provided that any such summary or reference language shall be subject to prior approval by Duff & Phelps. This Opinion is not a recommendation as to how any stockholder should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction, nor does it indicate that the consideration paid is the best possible attainable under any circumstances. Instead, it merely states whether the price in the Proposed Transaction is within a range suggested by certain financial analysis. The decision as to whether to proceed with the Proposed Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which this Opinion is based.

Conclusion

Based upon and subject to the foregoing, Duff & Phelps is of the opinion that the Proposed Transaction is fair to the Public Shareholders of Calprop from a financial point of view (without giving effect to any impacts of the Proposed Transaction on any particular shareholder other than in its capacity as a shareholder).

Respectfully submitted,

Duff & Phelps, LLC
By:	/s/ Sheryl L. Cefali
	Sheryl L. Cefali
	Managing Director

EX-99.(E)(1)

Exhibit (E)(1)

PROMISSORY NOTE

$1,500,000.00 April 8, 1998

FOR VALUE RECEIVED CALPROP CORPORATION, a California Corporation, (“Maker”) promises to pay to CURCI-TURNER COMPANY, a California General Partnership, (“Payee”), at Post Office Box 1549, Newport Beach, CA 92659 or at such other place as Payee may designate, the sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00), together with interest commencing April 8, 1998, until paid, at the rate of Twelve Percent (12%) per annum, (the “Interest Rate”), calculated on a daily basis using a 385 day year, payable on DEMAND, (the “Maturity Date”).

     Each payment shall be credited first on interest then due and the remainder on principal. Should Interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Should default be made in the payment of any installment when due, the whole sum of principal and interest shall become immediately due and payable at the option of the holder of this note. Maker agrees to pay a late charge of six percent (6%) of any installment of interest or principal not paid within ten (10) days of when due. Should suit be commenced or an attorney employed to enforce the payment of this note, the undersigned agrees to pay such additional sum as the court may adjudge reasonable as attorney’s fees. Principal and interest is payable in lawful money of the United States of America.

     Executed this 8^th day of April, 1998 at Los Angeles, California.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F Spiro, Chief Financial Officer

AMENDMENT NO. ONE (1) TO PROMISSORY NOTE

     This Amendment No. One (1) to Promissory Note (the “First Amendment”) is entered into and is to be effective this 15th day of October, 1998 with respect to the Promissory Note in favor of CURCI-TURNER COMPANY, a California General Partnership, (the “Holder”) in the original principal amount of $1,500,00000 executed by CALPROP CORPORATION, a California Corporation, (the Promissory Note”) and is based upon the following facts:

RECITALS

     A. On April 8, 1998, CALPROP CORPORATION, a California Corporation, executed the Promissory Note in the principal amount of $1,500,000.00 at Los Angeles, California in favor of CURCI-TURNER COMPANY, a California General Partnership. A copy of the Promissory Note is attached hereto and marked Exhibit “A”;

     B. In addition, Hunters Chase Ltd., a Colorado Limited Partnership, executed a Guaranty secured by Deed of Trust that guaranteed the repayment of said $1,500,000.00 Promissory Note (the “Deed of Trust”), which Deed of Trust was recorded on May 15, 1998 in Book 5334 at Page 307 in the official records of the County of Adams, State of Colorado.

     C. The parties hereto now which to amend the Promissory Note to provide, among other things, for an increase in the outstanding principal balance of the Promissory Note and further to provide for the Lender to participate in the net sales proceeds.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note, and CURCI-TURNER COMPANY, a California General Partnership, as Holder of the Promissory Note and Beneficiary under the Deed of Trust, hereby agree to amend the Promissory Note in only the following respects:

     1. The outstanding principal balance of the Promissory Note is hereby increased in the amount of $1,000,000.00 or so much of that amount that will be advanced from time to time so that the outstanding balance on the Promissory Note will increase from $1,500,000.00 to $2,500,000.00.

     2. Interest on the $1,000,000.00 increase in principal shall accrue from the date of the advancement of the funds in accordance with the terms of the Promissory Note and shall be payable along with the interest payments due on the Promissory Note on the first day of each consecutive month, commencing November 1, 1998 and continuing monthly until December 31, 2000, (the “Maturity Date”), at which time all outstanding principal and any accrued interest shall be due and payable.

     3. Until all principal has been paid, for each lot to be released from the Deed of Trust guaranteeing this Promissory Note, Calprop shall pay to Curci all of the net proceeds from escrow on the sale of each lot to a third party buyer plus any outstanding and unpaid interest accrued to the date of the release of said lot.

     4. Each payment shall be credited first to any late charges, expenses, premiums, penalties or fees due hereunder, next to interest then due and the remainder on principal, and interest shall cease upon the principal so credited. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law.

     5. The Promissory Note together with this First Amendment is guaranteed by the Deed of Trust, as modified concurrently herewith, between Hunters Chase Ltd., a Colorado Limited Partnership, and Holder encumbering one hundred seventy (170) fully developed lots known as High Ridge Court, Thornton, Colorado.

     6. The occurrence of any of the following shall constitute an event of default:

          (a) Failure of Calprop to make the payment of any installment of principal and/or interest on this note within ten (10) days after the date such payment is due;

          (b) A breach in the terms or a default in the performance of any obligation, covenant or agreement of Hunters Chase Ltd., or any successor Trustor, contained in the Deed of Trust or the Modification to Deed of Trust securing the Promissory Note as amended;

          (c) The sale, conveyance, assignment, alienation or refinance of the described real property in the Deed of Trust guaranteeing this Promissory Note as amended without the prior written consent of Holder.

     7. Upon the occurrence of any event of default, the entire unpaid balance of principal on the Promissory Note as amended, together with all accrued interest thereon, shall be due and payable, either immediately or at any time during the continuance of such event of default at the option of Holder.

     8. Any delay or omission on the part of Holder in exercising any rights hereof or under the terms of the Deed of Trust, shall not operate as a waiver of such rights or any other rights hereunder. Failure to exercise this option shall not constitute a waiver of the right to exercise the same upon the occurrence of any subsequent event of default.

     9. Calprop acknowledges that late payment to Holder will cause Holder to incur costs not contemplated by this transaction, the exact amount of such costs being difficult and impracticable to assess. Therefore, if any installment of interest or principal is not received by Holder within ten (10) days after the date such payment is due, Calprop shall pay to Holder an additional sum of six percent (6%) of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Holder will incur by reason of late payment. Acceptance of any late charge shall not constitute a waiver of the default with respect to the overdue amount, and shall not prevent Holder from exercising any of the other remedies available to Holder.

     10. The loan proceeds delivered to Calprop from time to time by Holder shall be utilized by Calprop solely for the following purposes: (a) For the purchase of the 170 lots in

Thornton, Colorado guaranteeing this Promissory Note; and (b) to pay construction and other developmental costs on the 170 lots.

     11. Calprop warrants and agrees that it shall cause to be constructed a single-family dwelling on each of the One Hundred Seventy (170) lots guaranteeing this Promissory Note as amended and shall use all reasonable efforts to cause the improved lots to be sold in a timely manner.

     12. In addition to the interest payable to Holder herein pursuant to this Promissory Note, Calprop promises to pay to Holder Fifty Percent (50%) of the “Net Sale Proceeds” as hereinafter defined from the sale of the entire One Hundred Seventy (170) improved lots securing this Promissory Note which real property and all improvements now or hereafter constructed thereon shall be referred to collectively as the High Ridge Court at Thornton, Colorado, (the “Project”). The following definitions apply to the provisions of this paragraph:

          A. “Net Sale Proceeds” shall mean the Gross Sales Price (as defined herein) of the Project, less the sum of (a) the Sales Costs (as defined herein), (b) the principal sums paid per lot to Holder to release the lots from the deed of trust guaranteeing this loan, (c) Interest paid to Holder on the Promissory Note as amended, and (d) Calprop’s Investment (as defined herein).

          B. “Gross Sales Price” shall mean the price received from bona fide sales of individual improved lots with single family residences in the Project to third parties, as evidenced by written agreements of purchase and sale.

          C. “Sales Costs” shall mean a brokerage commission not to exceed six percent (6%) of the Gross Sales Price plus all closing costs paid or incurred by the Seller.

          D “Calprop’s Investment” shall mean Calprop’s share of the Raw Land Cost plus all land development costs, financing costs, legal fees, development and processing fees, marketing costs and other costs and expenses paid or incurred by Calprop including a Four Percent (4%) corporate overhead fee in connection with the development of the Project.

     13. “Net Sales Proceeds” shall not be distributed to Calprop or Holder until the entire principal and accrued interest on the Promissory Note as amended have been paid in full to Holder to release Holders lien against the project.

     14. The Promissory Note as amended represents an evidence of indebtedness as defined In California Corporations Code Section 25117. Calprop represents and warrants to Holder that Calprop has its common stock listed on a national securities exchange.

     15. Nothing in the Promissory Note as amended herein is intended to form a partnership, joint venture or tenants in common nor require Holder to participate in any costs, liabilities, expenses or losses to Calprop.

     16. If an attorney is engaged by either party to enforce or construe any provision of the Promissory Note as amended, or as a consequence of any Default or event of Default, with or without the filing of any legal action or proceeding, then the prevailing party shall immediately be entitled, on demand, to all attorneys’ fees and all other costs incurred by said party. If an

action is commenced by either party, the prevailing party shall be entitled to a judgment for reasonable attorney fees and costs.

     17. Time is of the essence of each obligation of Calprop hereunder.

     18. The Promissory Note as amended herein shall be governed by and construed in accordance with the laws of the State of California.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment No. One (1) to Promissory Note on the day and year set forth above at Los Angeles, California.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro
	Mark F. Spiro, Chief Financial Officer

AMENDMENT NO. TWO (2) TO PROMISSORY NOTE

     This Amendment No. Two (2) to Promissory Note (the “Second Amendment”) is entered into and is to be effective this 28^th day of December, 2000 with respect to the Promissory Note dated April 8, 1998 in favor of CURCI-TURNER COMPANY, a California General Partnership, (the “Payee”), in the original principal amount of $1,500,000.00 executed by CALPROP CORPORATION, a California Corporation, (the Promissory Note”), and is based upon the following facts:

RECITALS

     A. On April 8, 1998, CALPROP CORPORATION, as Maker, executed the Promissory Note in the original principal amount of $1,500,000.00 at Marina Del Rey, California in favor of the CURCI-TURNER COMPANY. The Promissory Note was subsequently amended by the First Amendment to increase the principal amount to $2,500,000.00. A copy of the Promissory Note and first Amendment is attached hereto and marked Exhibit “A”:

     B. The parties hereto now which to amend the Promissory Note to provide for an extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, hereby agrees to amend the Promissory Note in only the following respects:

     1. The Maturity Date for payment of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from December 31, 2000 until June 30, 2001.

     2. The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     3. Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Officer

AMENDMENT NO. THREE (3) TO PROMISSORY NOTE

     This Amendment No. Three (3) to Promissory Note (the “Third Amendment”) is entered into and is to be effective this 27th day of June, 2001 with respect to the Promissory Note in favor of CURCI-TURNER COMPANY, a California General Partnership, (the “Holder”) in the original principal amount of $1,500,000.00 executed by CALPROP CORPORATION, a California Corporation, (the Promissory Note”) and Is based upon the following facts:

RECITALS

     A. On April 18, 1998, CALPROP CORPORATION, a California Corporation, as Maker, executed the Promissory Note in the principal amount of $1,500,000.00 at Los Angeles, California in favor of CURCI-TURNER COMPANY, a California General Partnership.

     B. Advances were subsequently added to the outstanding principal amount of the Promissory Note as follows: (a) $750,000 on October 16, 1998; (b) $500,000 on January 3, 2000; (c) $500,000 on February 22, 2000; (d) $500,000 on July 24, 2000; and (e) $500,000 on September 22, 2000.

     C. On October 15, 1998, the Promissory Note was amended by Amendment No. One (1) to Promissory Note to reflect the outstanding principal to be $2,500,000 as a result of the advances made to principal.

     D. On December 28, 2000, the parties executed Amendment No. Two (2) to the Promissory Note to extend the Maturity date until June 30, 2001.

     E. Copies of the Promissory Note, Amendment No. One (1) and Amendment No. Two (2) are attached hereto and Marked Exhibit “A”.

     F. The parties hereto now wish to amend the Promissory Note to provide for a further extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI-TURNER COMPANY, a California General Partnership, as Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1. The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from June 30, 2001 until December 31, 2002.

     2. The current outstanding principal balance on the Promissory Note as of June 27, 2001 is $2,738,607.63.

     3. The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     4. Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Officer
CURCI-TURNER COMPANY, LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Manager

AMENDMENT NO. FOUR (4) TO PROMISSORY NOTE

     This Amendment No. Four (4) to Promissory Note (the “Fourth Amendment”) is entered into and is to be effective this 30^th day of June, 2003 with respect to the Promissory Note in favor of CURCI-TURNER COMPANY, a California General Partnership, (the “Holder”) in the original principal amount of $1,500,000.00 executed by CALPROP CORPORATION, a California Corporation, (the “Promissory Note”) and is based upon the following facts:

RECITALS

     A. On April 18, 1998, CALPROP CORPORATION, a California Corporation, as Maker, executed the Promissory Note in the principal amount of $1,500,000.00 at Los Angeles, California in favor of CURCI-TURNER COMPANY, a California General Partnership.

     B. Advances were subsequently added to the outstanding principal amount of the Promissory Note as follows: (a) $750,000 on October 16, 1998; (b) $500,000 on January 3, 2000; (c) $500,000 on February 22, 2000; (d) $600,000 on July 24, 2000; and (e) $500,000 on September 22, 2000.

     C. On October 15, 1998, the Promissory note was amended by Amendment No. One (1) to Promissory Note to reflect the outstanding principal to be $2,500,000 as a result of the advances made to principal.

     D. On December 28, 2000 the parties executed Amendment No. Two (2) to the Promissory Note to extend the maturity date until June 30, 2001.

     E. On June 27, 2001 the parties executed Amendment No. Three (3) to the Promissory Note to extend the Maturity date until December 31, 2002.

     F. The parties hereto now wish to amend the Promissory Note to provide for a further extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI-TURNER COMPANY, a California General Partnership, as Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1. The Maturity Date of the outstanding principal balance and accrued interest Promissory Note is hereby extended from December 31, 2002 until January 1, 2005.

     2. The current outstanding principal balance on the Promissory Note as of June 30, 2003 is $2,366,102.80.

     3. The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     4. Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Officer
CURCI-TURNER COMPANY, LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Trustee of the Curci Revocable
	Trust No. 2 Its General Partner

AMENDMENT NO. FIVE (5) TO PROMISSORY NOTE

     This Amendment No. Five (5) to Promissory Note (the “Fifth Amendment”) is entered into and is to be effective this 1^st day of January, 2005 with respect to the Promissory Note in favor of CURCI-TURNER COMPANY, a California General Partnership, (the “Holder”) in the original principal amount of $1,500,000 executed by CALPROP CORPORATION, a California Corporation, (the “Promissory Note”) and is based upon the following facts:

RECITALS

     A) On April 18, 1998, CALPROP CORPORATION, a California Corporation, as Maker, executed the Promissory Note in the principal amount of $1,500,000 at Los Angeles, California in favor of CURCI-TURNER COMPANY, a California General Partnership.

     B) Advances were subsequently added to the outstanding principal amount of the Promissory Note as follows: (a) $750,000 on October 16, 1998; (b) $500,000 on January 3, 2000; (c) $500,000 on February 22, 2000; (d) $500,000 on July 24, 2000; and (e) $500,000 on September 22, 2000.

     C) On October 15, 1998, the Promissory Note was amended by Amendment No. One (1) to Promissory Note to reflect the outstanding principal to be $2,500,000 as a result of the advances made to principal.

     D) On December 28, 2000, the parties executed Amendment No. Two (2) to the Promissory Note to extend the maturity date until June 30, 2001.

     E) On June 27, 2001, the parties executed Amendment No. Three (3) to the Promissory Note to extend the Maturity date until December 31, 2002.

     F) On June 30, 2003, the parties executed Amendment No. Four (4) to the Promissory Note to extend the Maturity date until January 1, 2005.

     The parties hereto now wish to amend the Promissory Note to provide for a further extension of the Maturity Date. Now, therefore, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI-TURNER COMPANY, a California General Partnership, as Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1) The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from January 1, 2005 to June 30, 2005.

     2) The current outstanding principal balance on the Promissory Note as of December 31, 2004 is $2,053,014.43.

     3) The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into the Agreement.

     4) Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION
A California Corporation
By:	/s/ Henry E. Nierodzik
CURCI-TURNER COMPANY, LLC
A California Limited Liability Company
By:	/s/ John Curci
	John L. Curci, Manager

EX-99.(E)(2)

Exhibit (E)(2)

DEED OF TRUST

     THIS INDENTURE, made this 4^th day of May, 1998, between Hunters Chase Ltd., a limited partnership formed under Colorado law whose address is c/o Colorado Pacific Homes, Inc., 11457 Marlborough Drive, Parker, Colorado 80138 (the “Grantor”) and the Public Trustee of the County of Adams, State of Colorado (the “Public Trustee”).

WITNESSETH

     WHEREAS, the Grantor has guaranteed a promissory note dated April 8, 1998 in the principal amount of $1,500,000 (the “Secured Promissory Note”) to Curci-Turner Company, a California general partnership (the “Beneficiary”). The Secured Promissory Note bears interest at the rate of 12% per annum calculated on a daily basis using a 365 day year, and is payable on demand of the Beneficiary.

     WHEREAS, the Grantor desires to secure the principal payments described above;

     NOW, THEREFORE, the Grantor, in consideration of the premises and for the purposes set forth herein, does hereby grant, bargain, sell and convey to the Public Trustee in trust forever, the following described property located in the County of Adams, State of Colorado (the “Property”):

     Tracts B, E and F, Tracts C1 through C26, inclusive, D1 through D8, inclusive, and

Lots 1 through 170, inclusive
Hunters Chase Subdivision
County of Adams, State of Colorado

also known as the property located at the approximate crossroads of 100th Street and Zuni Street, in. the City of Thornton, Adams County, Colorado.

     TO HAVE AND TO HOLD the same together with all appurtenances thereunto, in trust nevertheless, that in case of any default or violation in the terms of the Note or breach of any of the terms, conditions, covenants, or agreements set forth in this Deed of Trust, then, on Beneficiary’s filing of notices of election and demand for sale with the Public Trustee as prescribed by the applicable statutes of the State of Colorado, said Public Trustee, after advertising notice of said sale weekly, for not less than four weeks, in some newspaper of general circulation in Adams County, Colorado, shall sell and dispose of the encumbered property (as a whole or in separate parcels as the trustee may think best) and all right title and interest of the Grantor at a public auction for cash at the highest and best price, at any proper place designated in the notice of sale, such auction to be held not less than 60 days after the recording of the notice of election and demand. Notice of such sale to be given as required by the applicable statutes of the State of Colorado. On the expiration of the period of redemption allowed bylaw, the Public Trustee shall make out deeds to the property sold to the purchaser and, out of the proceeds of such sale, after first paying and retaining all fees, charges and costs, pay to Beneficiary all of the money advanced for taxes, liens, assessments and prior encumbrances and

interest thereon, and the principal and interest on the Note, rendering the surplus, if any, to the Grantor. The Beneficiary may purchase the property at such sale.

     Grantor expressly covenants and agrees:

     1. Ownership of Property. Grantor holds the Property in fee simple, hereby waiving and releasing all rights and claims Grantor may now have as a homestead exemption or which may hereafter be acquired, subject only to the liens and other encumbrances of record.

     2. Taxes and Assessments. To promptly pay all taxes, assessments, levies, water rents and all amounts due on prior encumbrances as they become due. If Grantor fails to promptly pay all taxes, assessments, levies, water rents and all amounts due on prior encumbrances as they become due, or to perform any other agreement, stipulation, agreement or covenant as provided herein, beneficiary may have such things done at Grantor’s costs and may make reasonable expenditures incidental thereto.

     3. Condemnation. If any portion of the encumbered property shall be condemned or taken for public use under the power of eminent domain or in the event that the Property shall be damaged either by public works or private acts, all damages and compensation therefor shall be paid to the Beneficiary and shall be applied on the payments next payable on the Note.

4. Insurance.

          (a) Grantor will keep the improvements now existing or hereafter erected on the Property insured against loss by fire or hazards included within the term “extended coverage” in an amount equal to at least the lesser of the insurable value of the Property or an amount sufficient to pay the sums secured by this Deed of Trust as well as any prior encumbrances on the Property, all of the foregoing shall be known as “Property Insurance”.

          (b) The insurance carrier providing the insurance shall be qualified to write Property Insurance in Colorado and shall be chosen by Grantor subject to Grantee’s approval located

     5. Attorneys’ Fees. In the event of foreclosure and sale hereunder, reasonable attorneys’ fees for legal services rendered in such proceeding or suit shall be allowed by Trustee or taxed by the court as a part of the costs of foreclosure.

     6. Forbearance Not a Waiver. If the ownership of the encumbered property or any part thereof becomes vested in a person other than the Grantor, Beneficiary may, without notice to Grantor, deal with such new owner with reference to this indenture and the debt secured hereby in the same manner as with the Grantor without in any way vitiating or discharging Grantor’s liability hereunder or on the indebtedness hereby secured; that no waiver express or implied, of the performance of any obligation or agreement hereof, shall be deemed or taken to be a waiver of any other or succeeding payment, term, condition or stipulation of the Note or of this Deed of Trust; no payment or advancement by Beneficiary hereunder on behalf of Grantor shall be deemed a waiver of the breach occurring or of the right to elect to foreclose this Deed of Trust; and the indulgence of the Beneficiary to Grantor or Grantor’s grantees in not exercising the Beneficiary’s option to declare the entire indebtedness to be due and payable on the

happening of any one of the events or conditions herein described shall not, even though such indulgence is repeated and extended, be construed as a waiver of the right of Beneficiary to exercise such option at any time thereafter and without notice to Grantor.

     7. Binding Effect. All covenants and agreements herein contained shall extend to and be binding on the heirs, executors, legal representatives, successors and assigns of the respective parties hereto. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders.

     Executed this 4^th day of May, 1998.

GRANTOR Hunters Chase, Ltd.
By:	/s/ Mark F. Spiro, CFO
	Calprop Corporation, General Partner

STATE OF	)
	) ss.
COUNTY OF	)

     The foregoing instrument was acknowledged before me this ___day of ______, 1998, by _______________, as _______________of Calprop Corporation, general partner of Hunters Chase, Ltd.

Witness my hand and official seal.

_________________________________
Notary Public
Address: _________________________
_________________________________

My commission expires: _____________________________

CALIFORNI ALL-PURPOSE ACKNOWLEDGMENT State of            California County of            Los Angeles On May 4, 1998 before me, Doris Baron Name and Title of Officer (e.g., “Jane Doe, Notary Public”) personally appeared Mark F. Spiro, CFO Name(s) of Signer(s) ý personally known to me ¨ proved to me on the basis of satisfaction 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 signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNES my hand and official seal. /s/ Doris Baron OPTIONAL- Though the information below is not required by law, it may prove valuable to persons relaying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Agreement/Deed of Trust Document Date : 4/16/98 Number of Pages: 3 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer’s Name: Signer’s Name: Individual Individual Corporate Officer Corporate Officer Title(s): Title(s): Partner — Limited General Partner — Limited General Attorney-in-fact Attorney-in-fact Trustee Trustee Guardian or Conservator RIGHT TUMBPRINT Guardian or Conservator RIGHT THUMBPRINT OF SIGNER OF SIGNER Other: Other:Top of thumb here Top of thumb here Signer Is Representing Signer Is Representing

MODIFICATION OF DEED OF TRUST

     This Modification of Deed of Trust (the “Modification”) is entered into and is to be effective this 15^th day of October, 1998, with respect to that certain Promissory Note, (the “Promissory Note”), in favor of the CURCI-TURNER COMPANY, (the “Holder”) in the original principal amount of $1,500,000.00 executed by CALPROP CORPORATION, a California Corporation, (“Calprop”) and with respect to that certain Guaranty, (the “Guaranty”), dated May 4, 1998 executed by HUNTERS CHASE, LTD., a Colorado Limited Partnership, (the “Guarantor”), and is based upon the following facts:

RECITALS

     A. On April 8, 1998, Calprop executed the Promissory Note in the original principal amount of $1,500,000.00 at Los Angeles, California in favor of Holder;

     B. In addition, Guarantor executed that certain Guaranty dated May 4, 1998 which Guaranty absolutely and unconditionally guaranteed to the Holder the repayment of all monies due under the Promissory Note.

     C. Concurrently with the execution of the Guaranty and to collateralize the Guaranty, Guarantor executed a Deed of Trust, (the “Deed of Trust”), in favor of Holder which Deed of Trust granted to Holder a security interest in the real property described in the Deed of Trust. The Deed of Trust was recorded on May 15, 1998 in Book 5334 at Page 307 of Official Records of the County of Adams, State of Colorado. The Deed of Trust affects the real property described in Exhibit “A” attached hereto and incorporated herein by this reference;

     D. On October 15, 1998, the Holder and Calprop entered into Amendment No. One (1) to Promissory Note, (the First Amendment”), which provided for Holder to advance up to an additional $1,000,000.00 on the Promissory Note to Calprop which advances will increase the outstanding principal under the Promissory Note from $1,500,000.00 to $2,500,000.00.

     E. Guarantor, and Guarantor’s successors, assigns and successor Trustors under the Deed of Trust, now wish to modify the Deed of Trust to provide for the collateral guaranty of the Promissory Note to be increased by the additional $1,000,000.00 to be advanced by Holder to Calprop.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made and for the purpose of inducing Holder to advance the additional funds to Calprop, Guarantor, as Trustor under the Deed of Trust, and the Curci-Turner Company, as Holder of the Promissory Note and Beneficiary under the Deed of Trust, hereby agree to modify the Deed of Trust in only the following respects:

     1. This Modification to Deed of Trust has been executed by Guarantor, as a guarantee in addition to or other than Calprop’s obligation under the Promissory Note in the original principal amount of $1,500,000.00 or other indebtedness (the “Indebtedness”), which the Deed of Trust guarantees and secures full repayment.

     2. Guarantor hereby agrees to increase the amount of its Guarantee secured by this Deed of Trust from $1,500,000.00 to $2,500,000.00 in accordance with the provisions of the First Amendment referred to in Recital D above.

     3. The Guarantor, its successor and assigns, hereby authorizes the Holder at any time in its discretion without notice or demand and without affecting the Indebtedness and liabilities of the Guarantor hereunder to:

          (a) Enter into agreements with Calprop and in accordance therewith, renew, extend, amend, waive, restructure, refinance, release, accelerate or otherwise change the time for payment of, or otherwise change the terms of the indebtedness, including (i) increase or decrease in the indebtedness or the rate of interest on the indebtedness and (ii) any amendment of the indebtedness to permit the Holder to extend further or additional accommodations to Calprop in any form, including credit by way of loan, lease, sale or purchase of assets, guarantee, or otherwise, which shall thereupon be and become subject to the indebtedness and (iii) to subordinate the Deed of Trust to additional obligations secured by deeds of trust to be secured by the real property securing this Deed of Trust.

     (b) Accept new or additional documents, instruments or agreements relative to the indebtedness;

     (c) Consent to the change, restructure or termination of the individual, partnership, or corporate structure or existence of Calprop, Guarantor or an affiliate of Calprop or Guarantor and correspondingly restructure the indebtedness;

     (d) Accept partial payments on the indebtedness;

     (e) Take and hold collateral, and direct the order and manner of sale thereof as the Holder in its sole discretion may determine;

     (f) Apply any collateral, and direct the order and manner of sale thereof as the Holder in its sole discretion may determine;

     (g) Settle, release on terms satisfactory to the Holder or by operation of law or otherwise, compound, compromise, collect or otherwise liquidate the Indebtedness and/or collateral or any guaranty therefor in any manner, whether in liquidation, reorganization, receivership, bankruptcy or otherwise;

     (h) Release Calprop or any other party for all or any part of the Indebtedness; or

     (I) Assign the Indebtedness or the Deed of Trust in whole or in part.

     3. Guarantor’s obligations under the Deed of Trust are independent and separate of those of any other person or entity. The Holder may bring a separate action against the Guarantor and Guarantor waives any right to require the Holder to proceed against Calprop or any other person, firm or corporation or to proceed against or exhaust any other security held by it at any time or to pursue any other remedy in its power and Guarantor agrees that the Holder shall not be obligated to resort to any other security, including security given by Calprop, with any priority,

in any particular order or at all even if such action destroys, alters or otherwise impairs subrogation rights of Guarantor, or the rights of Guarantor to proceed against Calprop for reimbursement, or both.

     4. Guarantor, its successors or assigns, hereby waives and agrees not to assert or take advantage of:

          (a) Any right to require Holder to proceed against Calprop or any other person or any security now or hereafter held by the Holder or to pursue and other remedy whatsoever.

          (b) Any defense based upon any legal disability of Calprop or any other person, or any discharge of limitation of the liability of Calprop or any other person, to the Holder, or any restraint or stay applicable to actions against Calprop or any other person, whether such disability, discharge, limitation, restraint or stay is consensual, or by order of a court or other governmental authority, or arising by operation of law or any liquidation, reorganization, receivership, bankruptcy, insolvency, or debtor-relief proceeding, or from any other cause;

          (c) Presentment, demand, protest, setoffs, counterclaims, and notice of any kind;

          (d) Any defense based upon the modification, renewal, extension or other alteration of the indebtedness;

          (e) Any defense based upon the negligence of the Holder, including, without limitation, the failure to record an interest under a deed of trust, the failure to perfect any security interest, or the failure to file a claim in any bankruptcy of Calprop, Guarantor or of any other person;

          (f) Any defense based upon a statute of limitations to the fullest extent permitted by law and any defense based upon the Holder’s delay in enforcing the Deed of Trust;

          (g) All rights of subrogation, reimbursement, indemnity, all rights to enforce any remedy that the Holder may have against Calprop or any other person, and all rights to participate in any security held by the Holder for the Indebtedness, until the Indebtedness has been performed in full, and any defense based upon the impairment of any subrogation rights that Guarantor might have;

          (h) Any defense based upon or arising out of any defense which Calprop may have to the performance of any part of the Indebtedness;

          (i) Any defense to recovery by the Holder of a deficiency after nonjudicial sale of real or personal property, any defense based upon the unavailability to the Holder of recovery of a deficiency judgment after nonjudicial sale of real or personal property.

          (j) Any defense based upon the death, incapacity, lack or authority or termination of existence or revocation thereof by any person or entity or persons or entities, or the substitution of any party hereto;

                 (k) Any defense base upon or related to Guarantor’s lack of knowledge as to Calprop’s financial condition; and

          (I) Any defense or right based upon the acceptance by the Holder or an affiliate of the Holder of a deed in lieu of foreclosure, without extinguishing the debt, even if such acceptance destroys, alters or otherwise impairs subrogation rights of Guarantor, or the right of Guarantor to proceed against Calprop for reimbursement, or both.

     5. Guarantor, by execution hereof, represents to the Holder that the relationship between Guarantor and Calprop is such that Guarantor has access to all relevant facts and information concerning the Indebtedness and Calprop and that the Holder can rely upon Guarantor having such access. Guarantor waives and agrees not to assert any duty on the part of the Holder to disclose to Guarantor any facts that it may now or hereafter know about Calprop, regardless of whether the Holder has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor. Guarantor is fully responsible for being and keeping informed of the financial condition of Calprop and all circumstances bearing on the risk of nonpayment of any Indebtedness hereby secured.

     6. Upon a default under the Indebtedness, or any part thereof, Holder may elect to foreclose nonjudicially or judicially against any real or personal property security it holds for the Indebtedness or any part thereof, or exercise any other remedy. No such action by Holder will release or limit the liability of Guarantor, even if the effect of that action Is to deprive Guarantor of the right to collect reimbursement from Calprop or any other person for any sums paid to Holder, or to obtain reimbursement by means of any security held by Holder for the Indebtedness or to impair any tight of Guarantor of subrogation.

                 (a) Guarantor understands that the exercise by Holder of certain rights and remedies may eliminate Guarantor’s right of subrogation against Calprop, if any, and that Guarantor may therefore succeed to a partially or totally non-reimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Holder to exercise in its sole discretion, any rights and remedies, or any combination of rights and remedies that may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances.

                 (b) Guarantor understands that if Holder elects to foreclose non-judicially against any real property security Holder holds for the indebtedness or any part thereof, Guarantor may have subrogation rights that might be destroyed.

     7. Guarantor waives demand, protest and notice of any kind including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of new or additional indebtedness or of any action or non-action on the part of Calprop, the Holder, any endorser, any creditor of Calprop or Guarantor under this or any other instrument, or any other person whatsoever, in connection with any Indebtedness or evidence of Indebtedness held by the Holder as collateral or in connection with any Indebtedness secured hereby.

     8. With or without notice to Guarantor, the Holder, in its sole discretion, at any time and from time to time, in such manner and upon such terms as it considers best, may (a) apply

any and all payments or recoveries from Calprop, from Guarantor, from any Guarantor or endorser, or realized from any security, in such manner, order and priority as the Holder elects, to any Indebtedness of Calprop to the Holder whether or not such indebtedness is secured hereby or is otherwise secured or is due at the time of such application; and (b) refund to Calprop any payment received by the Holder upon any indebtedness hereby secured and payment of the amount refunded shall be fully secured hereby.

     9. No exercise or non-exercise by the Holder of any right hereby or otherwise given it, no dealing by the Holder with Calprop or any other person, and no change, impairment or suspension of any right or remedy of the Holder shall in any way affect any of the obligations of Guarantor hereunder or give Guarantor any recourse against the Holder.

     10. If any term or provision of the Deed of Trust, this Modification or the application thereof to any person, entity or circumstances shall to any extent be invalid or unenforceable, the remainder of the Deed of Trust, this Modification or the application of such terms or provisions to persons, entities, or circumstances other than those to which it is held Invalid or unenforceable, shall not be affected thereby and each term or provision of the Deed of Trust and this Modification shall be valid and enforceable to the fullest extent permitted by law.

     11. All of Holder’s remedies are cumulative. No delay or failure by Holder to exercise any right or remedy against Guarantor or any other person will be construed as a waiver of that right or remedy. All Indebtedness under the Deed of Trust and this Modification are Joint and several.

     12. The Deed of Trust together with this Modification thereto shall create a continuing security interest in the security interests granted which secures the Indebtedness including any indebtedness arising in subsequent and successive transactions. Guarantor hereby waives any right to revoke the Deed of Trust or Modification thereto and any other benefits or defenses and expressly agrees that the Deed of Trust and Modification shall apply and be irrevocable with respect to any indebtedness created or incurred after actual receipt by Holder of any written notice of revocation by Guarantor which indebtedness arises out of any extension, renewal, advance, additional advances, refunding, replacement or modification of any indebtedness originally created prior to the actual receipt of such written notice regardless of whether such extension, renewal, advance, additional advance, refunding, replacement or modification occurs prior to or after such revocation.

     13. In the event the terms or provisions of the Deed of Trust differ from or are in any way inconsistent with the terms and provisions of this Modification, the terms and provisions of this Modification shall be deemed to govern the obligations, rights and relationship of the Holder and Guarantor.

     14. The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     15. Except as modified herein, all other terms and conditions of the Deed of Trust shall remain unchanged and in full force and effect.

     Executed on October 19, 1998

HUNTERS CHASE, LTD A Colorado Limited Partnership
By:	Calprop Corporation A California Corporation Its General Partner
	By:	/s/ Ronald S. Petch, President
		Ronald S. Petch, President
	By:	/s/ Mark F. Spiro
		Mark F. Spiro, Chief Financial Officer

When Recorded, Mail to:

John M. Coombe
CURCI-TURNER COMPANY
Post Office Box 1549
Newport Beach, CA 92659

EXHIBIT “A”

LEGAL DESCRIPTION’

     The land referred to in this Modification to Deed of Trust is described as follows:

     Tracts B, E and F; Tracts C1 through C26, inclusive; D1 through D8, inclusive; and Lots 1 through 170, inclusive; Hunters Chase Subdivision, County of Adams, Colorado.

EX-99.(E)(3)

Exhibit (E)(3)

GUARANTY

     THIS GUARANTY is dated and delivered effective as of May 4^th, 1998, by Hunters Chase, Ltd., a limited partnership formed under Colorado law whose address is c/o Colorado Pacific Homes, Inc., 11457 Marlborough Drive, Parker, Colorado 80138; telephone: 303-840-9082; and facsimile: 303-840-9082 (the “Guarantor”) to the Holder of a promissory note (the “Note”) between Calprop Corporation, a California corporation whose address is 13160 Mindanao Way, Suite 180, Marina Del Rey, CA 90292 as “Maker” and Curci-Turner Company, a California general partnership whose address is 717 Lido Park Drive, P.O. Box 1549, Newport Beach, CA 92659 as the “Holder” of the Note.

     NOW, THEREFORE, in consideration of the Holder advancing funds to the Maker of the Note which funds were used for the benefit of the Guarantor and for other good and valuable consideration, the adequacy and receipt of which hereby is acknowledged, and intending to be legally bound, the Guarantor hereby covenants and agrees as follows:

     1. The Guaranty. The Guarantor hereby absolutely and unconditionally guarantees to the Holder repayment of the Note, including, without limitation, principal, interest and reasonable collection costs (the “Guaranteed Obligations”). To collateralize this guaranty, the Guarantor hereby grants the Holder a security interest in and to the property more particularly described on Exhibit “A” attached hereto and by this reference incorporated herein.

     2. Application of Payments. Any payment made by the Guarantor under this Guaranty shall be effective to reduce or discharge the liability of the Guarantor hereunder without further notice of any kind.

     3. Continuing Guaranty. Except as otherwise provided herein, this Guaranty shall continue to be in force and be binding upon the Guarantor until the Note has been paid hi full.

     4. Termination. This Guaranty shall terminate when the Note has been paid in full.

5. General Provisions

     (a) No delay on the part of the Holder in the exercise of any power or right shal1 operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right.

     (b) This Guaranty may not be assigned.

     (c) This Guaranty is made under and shall be governed by the laws of the State of Colorado.

     6. Notices. Any and all notices required or permitted hereunder shall be given to the Guarantor, the Maker, and the Holder as set forth In the first paragraph above. Any notice required to be made within a stated period of time shall be considered timely made if deposited before midnight of the last day of the stated period. Any Party may give any notice or other communication hereunder by personal delivery or using a nationally recognized overnight

1

courier service, telecopy or telex, but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it is actually received by the individual for whom it is intended. Any Party may change the address to which notices, requests, demands, claims or other communications hereunder are to be delivered by giving the other Party notice in the manner set forth herein.

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

Hunters Chase, Ltd., as guarantor

Calprop Corporation, as general and
limited partner Colorado Pacific Homes, Inc.,
as limited partner

By: /s/ Mark F. Spiro, CFO	By:
Mark F. Spiro, Chief Financial Officer		Christopher L. Hoopes, President

2

Exhibit “A”

The Property

     Tracts B, E and F, Tracts C1 through C26, inclusive, D1 through D8, inclusive, and

Lots 1 through 170, inclusive
Hunters Chase Subdivision
County of Adams, State of Colorado

Also known as the property located at the approximate crossroads of 100^th Street and Zuni Street, in the City of Thornton, Adams County, Colorado.

3

EX-99.(E)(4)

Exhibit (E)(4)

PROMISSORY NOTE

$5,000,000.00	Marina Del Rey, California
	July 17. 2001

     For value received, the undersigned, CALPROP CORPORATION a California Corporation, (“Maker” or “Borrower”), promises to pay to the order of CURCI-TURNER COMPANY, LLC, A California Limited Liability Company, (“Holder” or “Lender”), at 717 Lido Park Drive, Newport Beach, California 92663 or at such place as may be designated in writing by Holder, the principal sum of Five Million Dollars ($5,000,000.00), or so much of that sum as may be advanced from time to time to Maker by Holder under this Promissory Note, together with interest upon such sums as shall be advanced hereunder, as of the date of advancement, at the rate of Fifteen Percent (15%) per annum, (the “Interest Rate”), based on a 365 day year and charged on the basis of actual days elapsed.

     1. Payment Schedule, Maturity Date. This loan shall be repaid as follows:

     A. Interest only shall be payable monthly as it accrues on the principal from time to time outstanding, commencing on the first (1st) day of August, 2001 and continuing on the first day of each consecutive month thereafter.

     B. Except as otherwise provided herein, all outstanding principal and accrued interest shall be due and payable in full on July 16, 2004, (the “Maturity Date”), unless the Maturity Date has been extended in writing by mutual agreement of the parties.

     2. Application of Payments. All Interest on this Note shall accrue from the date of advance or disbursement and be calculated on the basis of a three hundred sixty five (365) day year. Each payment to Holder shall be first applied to the payment of fees, costs and expenses for which Maker Is liable hereunder, next to the payment of accrued Interest, then to the reduction of principal. This note shall continue to bear interest at the Interest Rate (or at the Default Rate if and so long as any Event of Default exists), until and including the date of collection. Interest, which is not paid when due, shall be compounded monthly and shall bear interest at the Default Rate, described below.

     3. Prepayment. At any time up through July 16, 2002, the outstanding principal of this Note may be prepaid in whole or in part by Maker upon payment to Holder of a prepayment penalty of $750,000.00. Said prepayment penalty of $750,000.00 shall be reduced by the total amount of all interest paid by Maker to Holder on the Promissory Note up to the time of prepayment This Note may be prepaid without penalty any time after one year from the date hereof.

     4. Default. Acceleration. Maker agrees that it shall be an “Event of Default” hereunder.

        (a) If Maker fails to pay: (i) any installment of interest within ten (10) days after the due date thereof; (ii) principal after the due date thereof; or (iii) within ten (10) days

following written demand for the payment of any other charge or sum when due under the terms of this Note; or

         (b) It a breach In the terms or an Event of Default occurs in the performance of any obligation, covenant or agreement of Guarantor contained in the Stock Pledge Agreement, as defined below.

     Upon the occurrence of an Event of Default the entire principal sum, with accrued interest thereon due under this Note, shall, at the option of Holder, become Immediately due and payable, and Holder shall be entitled to collect all such amounts and to enforce any and all remedies provided In the Stock Pledge Agreement.

     5. Late Charge Default Rate. In the event any amount due under this Note is not paid when due and shall remain unpaid at the end of the tenth (10) day after the date on which it is to be paid, Maker shall pay to the Holder a late charge equal to five percent (5%) of the amount so delinquent, the parties recognizing that the late charge is a reasonable approximation of an actual loss which would be difficult to estimate. The late charge shall be assessed for each such monthly installment or amount in default, shall be due and payable with such payment without demand being required and shall be fully secured by the Stock Pledge Agreement. The imposition or collection of the late charge from time to time shall not be in lieu of any other remedy of the Holder, and the failure to collect the same shall not constitute a waiver of the Holder’s right to require such payment for past or future defaults. If and so long as any Event of Default exists under this Note, the Interest Rate on this Note and on any judgment obtained for the collection of this Note, shall be increased from the date of default to a rate, (the “Default Rate”), equal to five percent (5%) per annum higher than the Interest Rate.

     6. Collateral. This Note is guaranteed by Victor Zaccaglin pursuant to a Personal Guaranty secured by Stock Pledge Agreement (the “Stock Pledge Agreement”), of even date herewith encumbering 3,000,000 shares of common stock of Calprop Corporation, (the “Collateral”).

     7. Costs of Collection. Maker promises to pay all costs, expenses and attorney’s fees incurred by the Holder hereof in the exercise of any remedy (with or without litigation), in any proceeding for the collection of the debt or the realization upon any other security securing this Note, in protecting or sustaining the Collateral, or in any litigation or controversy arising from or connected with this Note or the Collateral. Maker shall also pay all of Holder’s costs and attorney’s fees incurred in connection with any demand, workout, settlement, compromise or other activity In which Holder engages to collect any portion of this debt not paid when due or as a result of any other default of Maker. If a judgment is obtained thereon which includes an award of attorney’s fees, such attorney’s fees costs and expenses shall be in such amount as the court shall deem reasonable, which judgment shall bear interest at the Default Rate from the date it is rendered to and including the date of payment to Holder.

     8. Usury. This Promissory Note represents an evidence of indebtedness as defined In California Corporations Code Section 25117. Calprop represents and warrants to Holder that Calprop has its common stock listed on a national securities exchange. Notwithstanding the foregoing, if any court of competent jurisdiction should determine that the Interest Rate exceeds that which is statutorily permitted for this type of transaction, the Interest Rate shall be reduced

to the highest rate permitted by applicable law, with any excess interest collected being applied against principal or, if such principal has been fully repaid, returned to Maker on demand.

     9. Renewals. Maker and all others who may become liable for all or any part of this obligation, consent to any number of renewals or extensions of the time of payment hereof and to the release of any party liable for repayment of the obligations hereunder. Any such renewals, extensions or releases may be made without notice to any of said parties and without affecting their liability.

     10. Waivers. Maker hereby waives presentment, demand of payment, notice of dishonor, protest, notice of nonpayment and any and all other notices and demands whatsoever. No covenant, condition, right or remedy .in this Note may be waived or modified orally, by course of conduct or previous acceptance or otherwise unless such waiver or modification is specifically agreed to in writing executed by Holder. Without limited the foregoing, no previous waiver and no failure or delay by Holder in acting with respect to terms of this Note shall constitute a waiver of any breach, default or failure of a condition under this Note or any obligations contained herein or secured hereby. The undersigned further waives exhaustion of legal remedies and the right to plead any and all statutes of limitation as a defense to any demand on this Note, or to any agreement to pay the same, or to any demands secured by the Collateral for this Note.

     11. Governing Law and Interpretation. This Note shall be governed by and construed in accordance with the laws of the State of California. This Note and all other Loan Documents executed in connection with this Note have been reviewed and negotiated by Maker and Holder at arms’ length with the benefit of or opportunity to seek the assistance of legal counsel and shall not be construed against either party, regardless of who drafted such documents. The titles and captions in this Note are inserted for convenience only and in no way define, limit, extend or modify the scope or intent of this note. Any reference to Holder in this Note shall include any successor to or assignee of Holder. Time is of the essence of this Note and of each and every provision hereof.

     12. Partial Invalidity. If any section or provision of this Note is declared invalid or unenforceable by any court of competent jurisdiction, said determination shall not affect the validity or enforceability of the remaining terms hereof. No such determination in one jurisdiction shall affect any provision of this Note to the extent it Is otherwise enforceable under the laws of any other applicable jurisdiction.

     13. Full Power and Authority. Maker warrants that it has the full power and authority to execute and deliver this Note, and this Note constitutes the valid and binding obligation of Maker, enforceable in accordance with its terms.

     14. No Partnership. Nothing in this Promissory Note is intended to form a partnership, joint venture or tenants in common nor require Holder to participate in any costs, liabilities, expenses or losses to Maker.

     IN WITNESS WHEREOF, the undersigned has executed this promissory note on the day and year set forth above at Marina Del Rey, California.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F Spiro, Chief Financial Officer

AMENDMENT NO. ONE (1) TO PROMISSORY NOTE

     This Amendment No. One (1) to Promissory Note (the “First Amendment”) is entered into and is to be effective this 7th day of September, 2001 with respect to that certain Promissory Note in the original principal amount of $5,000,000.00 dated July 17, 2001, (the “Promissory Note”), executed by CALPROP CORPORATION, a California Corporation, (the “Maker) in favor of CURCI-TURNER COMPANY, LLC, a California Limited Liability Company, (the “Payee”), and is based upon the following facts:

RECITALS

     A. On July 17, 2001, CALPROP CORPORATION, as Maker, executed the Promissory Note in the principal amount of $5,000,000.00 at Marina Del Rey, California in favor of the CURCI-TURNER COMPANY, .LLC. A copy of the Promissory Note is attached hereto and marked Exhibit “A”;

     B. The parties hereto now which to amend the Promissory Note to delete the entire Section 3 of the Promissory Note related to the prepayment penalty to be incurred In the event the outstanding principal balance is paid prior to July 16; 2002.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, hereby agrees to amend the Promissory Note in only the following respects:

     1. Section 3 “Prepayment” is hereby deleted in its entirety and in its place and stead the following sentence is added: This Promissory Note may be prepaid at any time without penalty.

     2. The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment

     3. Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

     SIGNATURES APPEAR ON THE FOLLOWING PAGE:

     SIGNATURE PAGE TO AMENDMENT NO. ONE (1) TO PROMISSORY NOTE DATED SEPTEMBER 7, 2001:

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F Spiro, Chief Financial Officer

     I hereby consent to the amendment set forth above.

/s/ Victor Zaccaglin
Victor Zaccaglin, individually, and as Trustee of the Victor and Hannah Zaccaglin Trust dated March 20, 1992
CURCI-TURNER COMPANY, LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Its Manager

AMENDMENT NO. TWO (2) TO PROMISSORY NOTE

     This Amendment No. Two (2) to Promissory Note (the “Second Amendment”) is entered into and is to be effective this 16th day of June, 2004 with respect to the Promissory Note in favor of CURC1-TURNER COMPANY, LLC a California Limited Liability Company (the “Payee”) in the original principal amount of $5,000,000.00 dated July 17, 2001, (the “Promissory Note”) executed by CALPROP CORPORATION, a California Corporation, (the “Maker”) and is based upon the following facts:

RECITALS

     A. On July 17, 2001 CALPROP CORPORATION, as Maker, executed the Promissory Note in the principal amount of $5,000,000.00 at Marina del Reay, California in favor of CURCI-TURNER COMPANY, LLC.

     B. On September 2, 2001, the Promissory Note was amended to delete the entire Section 3 of the Promissory Note related to prepayment penalty.

     The parties hereto now wish to amend the Promissory Note to provide for an extension of the Maturity Date.

     1. The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from July 16, 2004 to December 31, 2004.

     2. The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this agreement.

     3 Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Mark F. Spiro, CFO
	Mark F Spiro, Chief Financial Officer
CURCI-TURNER COMPANY, LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Manager

AMENDMENT NO. THREE (3) TO PROMISSORY NOTE

     This Amendment No. Three (3) to Promissory Note (the “Third Amendment”) is entered into and is to be effective the 31^st day of December, 2004 with respect to the Promissory Note in favor of CURCI-TURNER COMPANY, LLC a California Limited Liability Company (the “Payee”), in the original principal amount of $5,000,000 dated July 17, 2001, (the “Promissory Note”) executed by CALPROP CORPORATION, a California Corporation, (the “Maker”) and is based upon the following facts;

RECITALS

A. On July 17, 2001 CALPROP CORPORATION, as Maker, executed the Promissory Note in the principal amount of $5,000,000 at Marina del Rey, California in favor of CURCI-TURNER COMPANY, LLC.

B. On September 2, 2001, the Promissory Note was amended to delete the entire Section 3 of the Promissory Note related to prepayment penalty.

C. On June 16,2004, the parties executed Amendment No. Two (2) to the Promissory Note to extend the Maturity Date until from July 16, 2004 to December 31, 2004.

The parties hereto now wish to amend the Promissory Note to provide for an extension of the Maturity Date.

1) The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from December 31, 2004 to June 30, 2005.

2) The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this agreement.

3) Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in fall force and effect.

CALPROP CORPORATION

A California Corporation

By:	/s/ Henry E. Nierodzik
	Henry E. Nierodzik, Chief Accounting Officer
CURCI-TURNER COMPANY LLC A California Limited Liability Company
By:	/s/ John Curci
	John L. Curci, Manager

EX-99.(E)(5)

Exhibit (E)(5)

UNSECURED PROMISSORY NOTE

$1,469,917.17 5/6, 2004

     THIS PROMISSORY NOTE (the “Note”) is entered into between CALPROP CORPORATION, a California Corporation, (“Calprop” or “Maker”) and CURCI INVESTMENTS, LLC, a California limited liability company (“Payee”), as of the date written above with respect to the following facts:

     A. On December 3, 1998, Calprop executed a promissory note (the “Original Note”) in the original principal amount of Two Million Three Hundred Fifty Thousand and 00/100 Dollars ($2,350,000.00) in favor of CURCI-TURNER COMPANY, a California general partnership (the “Original Payee”).

     B. On May 24, 1999, COLORADO PACIFIC HOMES, INC. a Colorado Corporation (“CPH” or “Original Guarantor”), executed a guaranty to secure the obligations under the Original Note (the “Original Guaranty”), which was amended and restated on December 22, 2003.

     C. Concurrently with the execution of the Original Guaranty and to collateralize the Original Guaranty, CPH executed a deed of trust (the “Original Deed of Trust”) in favor of the Original Payee; the Original Deed of Trust granted to Original Payee a security interest in the real property described in the Original Deed of Trust.

     D. Effective September 1, 1999, the CURCI-TURNER COMPANY, a California general partnership was merged into and became part of CURCI-TURNER COMPANY a California limited liability company (the “LLC”).

     E. On June 19, 2002, the Original Note was amended by Amendment No. One (1) to extend the maturity date to July 31 2003.

     F. On July 19, 2003, the Original Note was further amended by Amendment No. Two (2 to extend the maturity date to January 28,2004.

     G. On December 22, 2003, Calprop and the LLC executed that certain Amendment No. Three (3) to the Original Note to provide for a loan of additional funds in the amount of One Million Nine Hundred Thousand and 00/100 Dollars ($1,900,000.00) from Original Payee to Calprop, and extended the maturity date to June 30, 2004. Concurrently therewith, that certain First Modification to the Original Deed of Trust (“First Modification”) was executed.

     H. On December 24, 2003 the LLC assigned its interest in the Original Deed of Trust, as modified by the First Modification thereto, to Payee.

     I. Calprop, concurrently with the execution of this Note is selling specific lots to VLZ Development, LLC, a Colorado limited liability company (“Buyer”), as evidenced by that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions.

     J. As consideration for the purchase price. Buyer is assuming part of the debt under the Original Note.

     K. Concurrently with the execution of this Note, a Second Modification of the Original Deed of Trust (“Second Modification”) is being executed to release Calprop and its property from the Original Deed of Trust, as modified thereafter.

     NOW, THEREFORE, and FOR VALUE RECET’7ED, Maker promises to pay to Holder, the sum of One Million Four Hundred Sixty Nine Thousand Nine Hundred Seventeen and 17/00 ($1,469,917.17) together with interest commencing May 6, 2004, until paid, at the rate of Twelve Percent (12%) per annum (the “Interest Rate”), calculated on a daily basis using a 365 day year.

     Except as otherwise provided herein, any and all unpaid principal, together with and all unpaid interest accrued thereon, shall be due and payable on December 31, 2004 (the “Maturity Date”). Maker reserves the right at any time to prepay all or any part of the principal balance on this Note, without penalty. Any installment shall be credited first on interest then due and the remainder on principal. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Should default be made in the payment of any installment when due, the whole sum of principal and interest shall become immediately due and payable at the option of the holder of this note. Maker agrees to pay a late charge of six percent (6%) of any installment of interest or principal not paid within ten (10) days of when due. Should suit be commenced or an attorney employed to enforce the payment of this note, the undersigned agrees to pay such additional sum as the court may adjudge reasonable as attorney’s fees. Principal and interest is payable in lawful money of the United States of America.

     Maker and Holder expressly understand and agree that this Note will not be secured by the Original Deed of Trust, asmod1~d thereafter, or any other deed of trust.

     This Note shall be guaranteed by Original Guarantor and VICTOR ZACCAGLIN, as Trustee of the Victor and Hannah Zaccaglin Trust, dated March 20, 1992, as evidenced by those certain separate and distinct guarantees dated even herewith.

     Maker and folder expressly understand and agree that (1) this Note intended to replace and supercede the Original Note, as amended, and (Ii) the Original Note, as amended, shall be deemed to be void and no longer in full force and effect.

[remainder of page intentionally left blank; signatures follow]

     Executed this 6^th day of May, 2004 at Marina Del Rey, California.

“Maker” CALPROP CORPORATION A California Corporation
By:	/s/ Mark F. Spiro, CFO
	Name:	Mark F Spiro
	Its: Chief Financial Officer

AMENDMENT NO. ONE (1) TO UNSECURED PROMISSORY NOTE

     This Amendment No. One (1) to Unsecured Promissory Note (the “First Amendment”) is entered into and is to be effective this 31^st day of December, 2004 with respect to the Unsecured Promissory Note in favor of CURCI INVESTMENTS, LLC, a California limited liability company, (the “Holder”) in the original principal amount of $1,469,917.17 executed by CALPROP CORPORATION, a California Corporation, (the “Unsecured Promissory Note”) and is based upon the following facts:

RECITALS

A) On May 6, 2004, CALPROP CORPORATION, a California Corporation, as Maker, executed the Unsecured Promissory Note in the principal amount of $1,469,917.17 at Los Angeles, California in favor of CURCI INVESTMENTS, LLC, a California limited liability company. A copy of the Unsecured Promissory Note is attached hereto and marked Exhibit “A.”

B) The parties now wish to amend the Unsecured Promissory Note to provide for an extension of the Maturity Date.

Now, therefore, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Unsecured Promissory Note and CURCI INVESTMENTS, LLC, a California limited liability company, as the current Holder of the Unsecured Promissory Note, hereby agree to amend the Unsecured Promissory Note in only the following respects:

1) The Maturity Date of the outstanding principal balance and accrued interest due on the Unsecured Promissory Note is hereby extended from December 31, 2004 to June 30, 2005.

2) The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this agreement.

3) Except as amended herein, all other terms and conditions of the Unsecured Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION
A California Corporation

By: /s/ Henry E. Nierodzik
Henry E. Nierodzik, Chief Accounting Officer

CURCI-TURNER COMPANY LLC
A California Limited Liability Company

By:/s/John Curci
John L. Curci, Manager

EX-99.(E)(6)

Exhibit (E)(6)

GUARANTY

     THIS GUARANTY is made this 17th day of July, 2001, by VICTOR ZACCAGLIN, Trustee of the Victor and Hannah Zaccaglin Trust dated March 20, 1992, (the “Guarantor”), with reference to the following:

     A. The Curd-Turner Company, LLC, a California Limited Liability Company, (hereinafter referred to as “Lender”), and Calprop Corporation, a California Corporation, (hereinafter referred to as “Borrower”), entered into an Agreement for the loan of money dated July 17, 2001, (the Promissory Note”), whereby Lender had agreed to lend to Borrower and Borrower had agreed to borrow from Lender the principal sum of Five Million Dollars ($5,000,000.00) on the terms and conditions described in the Promissory Note.

     B. Pursuant to the Promissory Note, Borrower had agreed to pay to Lender the sum of Five Million Dollars ($5,000,000.00) and had undertaken to perform various obligations as set forth in the Promissory Note.

     C. The issuance of this Guaranty by the Guarantor is a material inducement for Lender to make the loan to Borrower.

     D. The Guarantor will be directly benefited by the funds loaned to Borrower on the Promissory Note and therefore desires to give the Guaranty set forth hereinafter in order to induce Lender to make the loan to Borrower.

     NOW THEREFORE, in consideration of the promises and for the purpose of inducing the Lender to make the loan to Borrower represented by the Promissory Note, the Guarantor:

     1. Unconditionally and absolutely guarantees to Lender the due and punctual payment of the principal of the Note, the interest thereon and any other monies due or which may become due thereon and the due and punctual performance and observance by the Borrower of all the other terms, covenants and conditions of the Promissory Note.

     2. Waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payments, and indulgences and notices of every kind, and consents to any and all forbearances and extensions of time of payment of amounts due under the Promissory Note, and to all changes or any other documents evidencing or securing payment of the Promissory Note hereafter made or granted, and to any substitutions, exchanges, or releases of all or any part of the collateral therefor, it being the intention hereof that the Guarantor shall remain liable, as principal, to and until the unpaid principal amount of the Promissory Note, with Interest thereon and any other sums due or to become due thereon shall have been fully paid to Lender.

     3. Waives the benefit of any statute of limitations affecting his liability hereunder or enforcement thereof, and this Guaranty and Guarantor’s obligations

1

hereunder shall survive termination of Borrower’s obligations under the Promissory Note.

     4. Agrees that Guarantor shall have no right of subrogation whatsoever with respect to amounts payable or to become payable to Lender under the Promissory Note until the Lender shall have received payment In full of all sums at any time due by Borrower to Lender under any of the loan documents and Borrower has fully and faithfully performed all of his obligations and duties to Lender.

     5. Agrees that this Guaranty may be enforced by the Lender without first resorting to or exhausting any other remedies, security or collateral, provided, however, that nothing herein contained shall prevent the Lender from suing on the Promissory Note or from exercising any other rights thereunder.

     6. Agrees that this Guaranty shall be a continuing Guaranty, and shall not be discharged, impaired or affected by: (I) the extension or continuance of any obligation on the part of the Borrower on or with respect to the Promissory Note; (ii) the power or authority or lack of power or authority of the Borrower to execute the Promissory Note, (iii) the validity or invalidity of the Promissory Note; (iv) The existence or non-existence of the Lender as a legal entity: (v) Any sale, pledge, surrender, alteration, substitution, exchange, modification or other disposition of any of the indebtedness hereby guaranteed, all of which the Lender is expressly authorized to make from time to time; (vi) The acceptance by the Lender of any, all or part of the Indebtedness evidenced by the Promissory Note, or any failure, neglect or omission on the part of the Lender to realize on or protect any of the indebtedness evidenced by the Promissory Note; (vii) The failure by Lender or anyone acting on behalf of Lender to perfect any lien or security Interest upon any collateral given at any time to secure the payment of the Promissory Note.

     7. Agrees that this Guaranty shall remain and continue in full force and effect notwithstanding, and shall not be modified or discharged as a result of, the institution by or against the Borrower of bankruptcy, or insolvency proceedings of any nature, and if Borrower shall be adjudicated a bankrupt or insolvent or shall make an assignment for the benefit of creditors, the Guarantor shall, at the option of the Lender, become unconditionally liable to pay Immediately to Lender the aggregate amount of all monies due or to become due and payable to the Lender under the Promissory Note as though all such amounts have become past due.

     8. Agrees that nothing in this Guaranty shall be construed to relieve,, modify or’ alter any of the covenants, obligations, duties, representations or warranties of Borrower under or in connection with the Promissory Note, nor shall performance by Guarantor of its obligations hereunder relieve Borrower of any obligation or liability to the Lender except to the extent that such liability has been fully satisfied by Guarantor hereunder.

     9. Agrees that during the term of this Agreement, the Guarantor will not take any action, or omit to take any action, that would interfere with the faithful and timely

2

performance of its obligations, or representations or warranties under or in connection with the Promissory Note.

     10. Represents and warrants that:

          A. The Promissory Note has been duly authorized and executed by the Borrower, is In full force and effect and is a valid and binding obilgation of the Borrower enforceable in accordance with their respective terms;

          B. Victor Zaccaglin is the Trustee of Guarantor and is duly authorized by Guarantor to execute this Guaranty;

          C. This Guaranty has been executed by the Guarantor and is in full force and effect and is a valid and binding obligation of the Guarantor enforceable in accordance. with its terms.

          D. The Trust is duly formed, existing and that the provisions in the Trust designating Victor Zaccaglin as Trustee are still in full force and effect and have not been amended, revoked or modified in any manner.

     11. Agrees that this Guaranty shall be binding upon and inure to the benefit of the respective heirs, successors, representatives and assigns of the Guarantor.

     12. Agrees that Lender may assign its interest and rights hereunder without the consent of Guarantor.

     13. Agrees that in the event this Guaranty is placed in the hands of an attorney for enforcement, the Guarantor will reimburse the Lender for all expenses incurred, including reasonable attorney’s fees.

     14. Agrees that this Guaranty shall be governed by and construed in accordance with the laws of the State of California, and hereby designates Borrower as his agent for service of process, and agrees that Borrower need not be joined as a part of any action brought by Lender hereunder.

     15. Agrees that this Guaranty shall become effective upon the date of Guarantor’s execution hereof and, shall continue in full force and effect until such time as all of the obligations, representations and warranties of Borrower under or in connection with the aforesaid Promissory Note have been fully performed or satisfied by Borrower or by Guarantor pursuant hereto.

     IN WITNESS WHEREFORE, the undersigned has executed this Guaranty on the date set forth above.

Victor and Hannah Zaccaglin Trust Dated March 20, 1992
By:	/s/ Victor Zaccaglin
	Victor Zaccaglin, Trustee

3

EX-99.(E)(7)

Exhibit (E)(7)

PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT is entered into effective July 17, 2001, by and among The Victor and Hannah Zaccaglin Trust dated March 20, 1992 (“Guarantor”), Curci-Turner Company, a California corporation (“Lender”), and John Curci, Sr. (“Pledge Holder”) with reference to the following:

     A. Calprop Corporation., a California corporation (“Calprop”), has obtained a loan in the original principal amount of $5,000,000 from Lender (the “Loan”) which is evidenced by a promissory note dated July 17, 2001 (the “Note”).

     B. Guarantor, a principal shareholder of Calprop, has agreed to guarantee the Loan pursuant to a Guaranty of even date with the Note (the “Guaranty”) and is willing to pledge 3,000,000 shares of the common stock of Calprop (the “Shares”) to secure his obligation under the Guaranty.

     C. Lender acknowledges that given Guarantor’s position with Calprop, his percentage ownership of the company and the current trading market for the Calprop stock, there would be no ready market for the Shares in the event Lender seeks to realize on them.

     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties agree as follows:

     1. Creation of Security Interest. As security for the performance of the Guaranty, Guarantor hereby pledges and assigns, transfers and grants to Lender a security interest in the Shares, together with any and all documents of title covering the Shares.

     2. Obligation Secured. Guarantor hereby acknowledges and agrees that the security interest granted hereby secures the full and timely performance of all terms, covenants and conditions required to be performed and observed by Guarantor under this Agreement and the Guaranty and acknowledges and agrees that this Agreement shall extend to and secure any and all renewals, refinancings, amendments and extensions of any or all of the foregoing.

     3. Possession of Collateral. Concurrently with the execution of this Agreement, Guarantor has delivered to Pledge Holder stock certificates, duly endorsed in blank or with signed stock powers attached, representing the Shares. Guarantor shall similarly deliver to Pledge Holder any and all stock certificates and other documents of title representing any and all stock dividends, stock rights, warrants, rights to subscribe, options or liquidating dividends or other property which Guarantor is or may become entitled to on account of ownership of the Shares. Pledge Holder hereby acknowledges receipt of the certificates representing the Shares and agrees to hold and dispose of such stock certificates and any other documents of title delivered to him hereunder and to otherwise perform under this Agreement in accordance with the provisions of this Agreement.

     4. Rights with Respect to Shares.

          (a) Dividends and Interest. So long as Guarantor is not in default hereunder, Guarantor shall have the right to collect all dividends, interest payments, royalties, annuities, and other amounts that may be due or may become due on or in respect of any of the Shares.

          (b) Voting Rights. So long as Guarantor is not in default hereunder, Guarantor shall have the right to exercise all voting rights in respect of any of the Shares on all

corporate questions; provided, however, that no vote shall be cast, or consent, waiver or ratification given or action taken which would impair the value of the Shares or violate any provision of this Agreement.

          (c) Warrants and Options. In the event that, during the term of this Agreement, subscription warrants or any other rights or options shall be issued in connection with any of the Shares, such warrants, rights and options shall be immediately subject to the provisions of this Agreement. If any such warrants, rights or options are exercised by Guarantor, all certificates evidencing all new shares of stock or securities so acquired by Guarantor, except for shares of stock and securities with a fair market value equal to the value of any consideration paid by Guarantor for such shares of stock and securities, shall be immediately subject to the terms and conditions of this Agreement in the same manner as the Shares originally covered hereby.

     5. Stock Adjustments. In the event that, during the term of this Agreement, any stock dividend, stock split, dividend paid in stock, reclassification or readjustment is declared or made, or, by reason of any merger, reorganization, recapitalization or other corporate transaction or event, any other change occurs in the capital structure of Calprop, all new, substituted and additional shares or other securities issued by reason of such dividend, stock split, reclassification, readjustment or other change shall be immediately subject to the terms and conditions of this Agreement in the same manner as the Shares originally covered hereby.

     6. Assignment. This Agreement is for the benefit of Lender, its successors and permitted assigns. If Lender assigns, endorses, sells, transfers or hypothecates the Note to any person, firm, bank, or corporation, Lender may, with the consent of Guarantor, assign or transfer

this Agreement and any or all rights given to Lender hereunder. In that event, such assignee, endorsee, transferee, or purchaser shall have all of the rights and privileges given to Lender and all of the duties and obligations of Lender under the provisions of this Agreement.

     7. Default and Remedies.

          (a) Events of Default. An Event of Default shall be deemed to exist under this Agreement 120 days after the happening or occurrence of any of the following events or conditions: (i) if any sum or sums of principal, interest or other charges shall not be paid when the same shall become due or payable in accordance with the terms and conditions of this Agreement or the Note; (ii) if Guarantor shall fail fully to observe and perform all of the terms, covenants and conditions required to be observed or performed by Guarantor under this Agreement of the Guaranty; (iii) if any representations or warranties herein, in the Guaranty or in the Note are untrue in any material respect; (iv) if Guarantor shall file a voluntary case under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, Guarantor, custodian, sequestrator (or similar official) of the Guarantor for any substantial part of any assets of said Guarantor, or shall make any general assignment for the benefit of any of its creditors, or shall fail generally to pay its, or any of its, debts as they become due or shall take any action in furtherance of any of the foregoing; or (v) if a court having jurisdiction shall enter a decree or order for relief in respect of Guarantor in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or Guarantor shall consent to or shall fail to oppose any such proceeding, or any such court shall enter a decree or order appointing a receiver, liquidator, assignee, custodian, Guarantor,

sequestrator (or similar official) of Guarantor for any substantial part of Guarantor’s property, or ordering the winding up or liquidation of the affairs of Guarantor and such decree or order shall not be dismissed within sixty (60) days after the entry thereof.

          (b) Remedies Upon Event of Default. Upon the occurrence of an Event of Default, Lender, in its sole discretion, may exercise its rights at any time under this Pledge Agreement whether or not it has taken any prior action under the Guaranty, however, once the Lender elects to exercise its rights hereunder, Lender’s sole recourse shall be to direct the Pledge Holder to deliver to him the Shares (or so much of such Shares as is necessary so that the value of any Shares thus delivered shall not exceed the amount of such default as determined by the amount by which the Guarantor failed to perform his obligations under the Guaranty) and to retain such Shares in full satisfaction of Guarantor’s obligation under the Guaranty and hereunder. For purposes of this provision, the Shares shall be valued at their book value on the books of Calprop at the time of the Event of Default. Any remaining Shares shall be returned to Guarantor.

     8. No Transfer of Guarantor’s Interest. Guarantor shall not sell, transfer, diminish, or encumber the Shares, or any part or portion thereof, and any attempt to so sell, transfer, diminish, or encumber any of the Shares covered by this Agreement shall be invalid and without force or effect, and the same shall constitute an Event of Default hereunder entitling Lender to all rights and remedies provided for herein upon default.

     9. Term of Agreement. This Agreement shall constitute a continuing agreement, and all powers, rights, privileges, obligations, and duties herein set forth shall apply to, inure to

the benefit of, and be binding upon the estate, heirs, legatees, devisees, executors, administrators, personal representatives, successors, and assigns of Guarantor and Lender.

     10. Release of Shares. The Shares shall be released from the provisions of this Agreement, and the Pledge Holder shall deliver to Guarantor the stock certificates representing all of the Shares (or so much thereof as remain held under the terms of this Agreement) and any other documents then held by Pledge Holder upon the satisfaction in full of the Loan.

     11. General Provisions.

          (a) Notices. All notices, requests, demands, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail to the addressee’s address as it appears herein or such other address as said party shall furnish to the other party or parties hereto in writing.

          (b) Removal of Pledge Holder. With the approval of Guarantor, Lender may remove the Pledge Holder and substitute in his (or her/its) place another person or entity acceptable to Guarantor to function as Pledge Holder hereunder. Upon receipt by a Pledge Holder of any such notice of removal and substitution, Pledge Holder shall forthwith transfer to the successor Pledge Holder all stock certificates, documents of title and books and records pertaining to his (or her/its) performance hereunder and shall cooperate in all reasonable and appropriate ways in connection with such transfer. The Guarantor and Lender shall indemnify and hold harmless such Pledge Holder from any liability and expenses, including attorneys fees, arising out of acts or omissions after such transfer to the successor Pledge Holder.

          (c) Amendment. No waiver, consent or approval by Lender or modification or amendment of this Agreement shall be effective unless the same is in writing signed by Lender and the Guarantor.

          (d) Governing Law; Severability. This Agreement and the rights and remedies of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of California. If any term, covenant or condition of this instrument or the application thereof to any person whomsoever or to any circumstance shall, to any extent, be invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to persons or to circumstances other than those to which it is invalid, illegal or unenforceable, shall not be affected thereby and this Agreement shall otherwise be in full force and effect.

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

THE VICTOR AND HANNAH ZACCAGLIN TRUST
By:	/s/ Victor Zaccaglin
	Victor Zaccaglin, Trustee
CURCI-TURNER COMPANY
By:	/s/ John Curci
	John Curci, Sr. – President
PLEDGE HOLDER
By:	/s/ John Curci
	John Curci, Sr. – Pledge Holder

     The undersigned agrees to provide the notification provided for in Section 10(a) above.

CALPROP CORPORATION
By:	/s/ Mark Spiro, CFO
	Mark F. Spiro - Chief Financial Officer

ADDENDUM TO PLEDGE AGREEMENT

     This Addendum to Pledge Agreement, (the “Addendum”), is dated effective July 17, 2001 with reference to that certain Pledge Agreement, (the “Pledge Agreement”), dated July 17, 2001 executed by the Victor and Hannah Zaccaglin Trust dated March 20, 1992, as Guarantor, to Curci-Turner Company, LLC, as Lender.

     1. In accordance with Paragraph 3 (Possession of Collateral) of the Pledge Agreement, Guarantor has delivered 3,000,000 shares of common stock of Calprop to Pledge Holder. The shares are represented by the following certificates, (the “Certificates”):

(a)	Certificate Number LAS11915 for 75,214 shares;
(b)	Certificate Number LAS10807 for 122,282 shares;
(c)	Certificate Number LAS11795 for 355,000 shares;
(d)	Certificate Number LAS10904 for 6,642 shares;
(e)	Certificate Number LAS11350 for 2,349,662 shares; and
(f)	Certificate Number LAS11448 for 91,200 shares.

     2. The above listed Certificates delivered to Pledge Holder do not contain an endorsement in blank or signed stock power attached as required by the provisions of Paragraph 3 of the Pledge Agreement.

     3. Calprop Corporation, by its execution of this Addendum, hereby acknowledges the Pledge Agreement and ownership of the above listed Certificates of Guarantor subject to the rights of Pledge Holder and Lender as provided in the Pledge Agreement.

     4. Calprop Corporation further agrees that in the event Lender exercises its rights pursuant to Paragraph 7(b) of the Pledge Agreement, (Remedies Upon Event of Default), and takes possession of all or a portion of the Certificates as provided therein, Calprop, at Lender’s request, shall accommodate Lender by causing the transfer of ownership of the Certificates from Guarantor to Lender without endorsement or signed stock power attached to the Certificates.

The Victor and Hannah Zaccaglin Trust
By:	/s/ Victor Zaccaglin
	Victor Zaccaglin, Trustee

     The undersigned acknowledges the agreements set forth above.

Calprop Corporation
By:	/s/ Mark Spiro, CFO
	Mark F. Spiro, Chief Financial Officer
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President

EX-99.(E)(8)

Exhibit (E)(8)

STOCK PLEDGE AGREEMENT

     THIS STOCK PLEDGE AGREEMENT, (the “Agreement”), is entered into effective November 15, 2001, by and among The Victor and Hannah Zaccaglin Trust dated March 20, 1992, (“Guarantor”), Curci-Turner Company, LLC, a California Limited Liability Company, (“Curci”), and John Curci, (“Pledge Holder”), with reference to the following:

     A.      Calprop Corporation, a California Corporation, (“Calprop”), has obtained an unsecured loan in the original principal amount of $5,000,000 from Curci, (the “Loan”), which is evidenced by a promissory note dated July 17,2001, (the “Note”).

     B.      Victor Zaccaglin, (“Zaccaglin”), Trustee of Guarantor and a principal officer of Calprop has agreed to guarantee the Loan pursuant to a Guaranty dated July 17, 2001, (the “Guaranty”) and is willing to pledge 112,037 E.O.P. Partnership Units relating to the Third Amended and Restated Agreement of Limited Partnership of EOP Operating Limited Partnership dated as of July 2, 2001, (the “Collateral”), (which Partnership Units are readily convertible to shares of common stock of Equity Office Properties Trust), (the “Shares”) owned by Guarantor to secure, in part, its obligation under the Guaranty. A Notice of Pledge dated November 7, 2001 has been lodged with Equity Office Properties Trust to provide notification of this Pledge Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties agree as follows:

     1.      Creation of Security Interest. As security for the performance of the Guaranty, Guarantor hereby pledges and assigns, transfers and grants to Curci a security Interest in the Collateral and upon conversion, the Shares, together with any and all documents of title covering the Collateral. Contemporaneously with the execution of this Pledge Agreement, Guarantor shall properly execute and deliver to Curci a UCC-1 Financing Statements to enable Curci to perfect its Security Interest in the Collateral.

     2.      Obligation Secured. Guarantor hereby acknowledges and agrees that the security interest granted hereby secures the full and timely performance of all terms, covenants and conditions required to be performed and observed by Guarantor under this Agreement and the Guaranty and acknowledges and agrees that this Agreement shall extend to and secure any and all renewals, refinancings, amendments and extensions of any or all of the foregoing.

     3.      Possession of Collateral.

               (a)      Concurrently with the execution of this Agreement, Guarantor has delivered to Pledge Holder the Collateral, duly endorsed in blank or with signed stock powers attached, representing the Collateral. Guarantor shall similarly deliver to Pledge Holder any and all certificates and other documents of title representing any and all dividends, stock rights, warrants, rights to subscribe, options or liquidating dividends or other property which Guarantor is or may become entitled to on account of ownership of the Collateral and/or the Shares. Pledge Holder hereby acknowledges receipt of the certificate representing the Collateral and agrees to hold and dispose of such Collateral and any other documents of title delivered to Pledge Holder

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hereunder and to otherwise perform under this Agreement in accordance with the provisions of this Agreement.

               (b)      Guarantor shall, contemporaneously with the execution of this Pledge Agreement, and upon the request from Pledge Holder from time to time thereafter, execute all such instruments, documents and papers, and do such further acts as Pledge Holder may request from time to time to carry into effect the provisions and intent of this Pledge Agreement, including, without limitation, the execution of the conversion of the Partnership Units to the Shares, stock assignments or powers in blank with respect to the Shares. Guarantor will do all such other acts as Pledge Holder may request with respect to the perfection and protection of the security interest granted herein and the assignment granted hereby. Moreover, Guarantor shall deliver to Pledge Holder, if and when received by Guarantor, any item representing or constituting any of the Shares (or stock certificates evidencing same) and proceeds from the Collateral or of such Shares, including, without limitation, all cash dividends, distributions, sale proceeds, promissory notes, and all stock certificates whether now existing or hereafter received, as a result of any dividend, stock spilt, redemption or repurchase of the Shares or other transactions.

     4.      Rights with Respect to the Collateral.

               (a)      Dividends and Interest. So long as Guarantor is not in default hereunder, Guarantor shall have the right to collect all dividends, royalties, annuities, and other amounts that may be due or may become due on or in respect of any of the Collateral.

               (b)      Voting Rights. So long as Guarantor is not in default hereunder, Guarantor shall have the right to exercise all voting rights with respect to any of the Collateral on all corporate questions; provided, however, that no vote shall be cast, or waiver or ratification given or action taken which would impair the value of the Collateral or violate any provision of this Agreement.

               (c)      Warrants and Options. In the event that, during the term of this Agreement, the Shares, subscription warrants or any other rights or options shall be issued in connection with any of the Collateral, such Shares, warrants, rights and options shall be immediately subject to the provisions of this Agreement. If any such warrants, rights or options are exercised by Guarantor, all certificates evidencing all new Shares of stock or securities so acquired by Guarantor shall be immediately subject to the terms and conditions of this Agreement in the same manner as the Collateral originally covered hereby.

     5.      Representations, Warranties and Covenants by Guarantor. Guarantor hereby represents, warrants and covenants to Pledge Holder that

               (a)      This Agreement has been duly authorized, executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, and the execution, delivery and performance thereof by Guarantor does not violate any provisions of any agreement or judicial order to which Guarantor is a party or to which it is subject.

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               (b)      Guarantor has good title to the Collateral, free and clear of any claims, security interest, mortgages, pledges, liens and other encumbrances of every nature whatsoever except to or in favor of Curci.

               (c)      Guarantor has the right to pledge and transfer the Collateral as herein provided;

               (d)      Guarantor shall defend Curci’s right and title in and to the Collateral against the claims and demands of all persons whomsoever, and

               (e)      Guarantor will not sell, transfer, assign, hypothecate or in any way alienate any interest in the Collateral, whether voluntarily or by operation of law by gift or otherwise without the prior written consent of Curci. Any purported transfer in violation of this Agreement shall be void and without effect, and shall not operate to transfer any interest or title in the Collateral to the purported transferee.

               (f)      Guarantor acknowledges, and it is recited, that Curci would not have consented to make the Loan in the absence of this Agreement and that Curci is relying on this Agreement in consenting to the aforementioned transactions.

     6.      Collateral and/or Stock Adjustments. In the event that, during the term of this Agreement, any dividend, stock split, dividend paid in stock, reclassification or readjustment is declared or made, or, by reason of any merger, reorganization, recapitalization or other corporate transaction or event, any other change occurs in the capital structure of Equities Office Properties Trust, all new, substituted and additional Shares or other securities issued by reason of such dividend, stock split, reclassification, readjustment or other change shall be immediately subject to the terms and conditions of this Agreement in the same manner as the Collateral originally covered hereby.

     7.      Assignment. This Agreement is for the benefit of Curci, its successors and permitted assigns. If Curci assigns, endorses, sells, transfers or hypothecates the Note to any person, firm, bank, or corporation, Cured may, with the consent of Guarantor, assign or transfer this Agreement and any or all rights given to Curci hereunder. in that event, such assignee, endorsee, transferee, or purchaser shall have all of the rights and privileges given to Curci and all of the duties and obligations of Curci under the provisions of this Agreement.

     8.      Default and Remedies.

               (a)      Events of Default. An Event of Default shall be deemed to exist under this Agreement 120 days after the occurrence of any of the following events or conditions: (i) if any sum or sums of principal, interest or other charges shall not be paid when the same shall become due or payable in accordance with the terms and conditions of this Agreement, the Guaranty or the Note; (ii) if Guarantor shall fail fully to observe and perform all of the terms, covenants and conditions required to be observed or performed by Guarantor under this Agreement or the Guaranty; (iii). if any representations or warranties herein, in the Guaranty or in the Note are untrue in any respect: (iv) if Guarantor or Calprop shall file a voluntary case under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee,

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Guarantor, custodian, sequestrator (or similar official) of the Guarantor for any substantial part of any assets of said Guarantor, or shall make any general assignment for the benefit of any of its creditors, or shall fail generally to pay its, or any of its, debts as they become due or shall take any action in furtherance of any of the foregoing; or (v) if a court having jurisdiction shall enter a decree or order for relief in respect of Guarantor or Calprop in any involuntary case brought under any bankruptcy, Insolvency, debtor relief, or other similar law now or hereafter in effect, or Guarantor shall consent to or shall fail to oppose any such proceeding, or any such court shall enter a decree of order appointing a receiver, liquidator, assignee, custodian, Guarantor, sequestrator (or similar official) of Guarantor for any substantial part of Guarantor’s property, or ordering the winding up or liquidation of the affairs of Guarantor and such decree or order shall not be dismissed within sixty (60) days after the entry thereof.

               (b)      Remedies Upon The Occurrence of an Event of Default. Upon the occurrence of an Event of Default, Curci, in its sole discretion, may exercise its rights at any time under this Pledge Agreement whether or not it has taken any prior action under the Guaranty, however, once Curci elects to exercise its rights hereunder, Curci’s sole recourse shall be to direct the Pledge Holder to deliver to him the Collateral (or so much of the Collateral as is necessary so that the value of any Collateral thus delivered shall not exceed the amount of such default as determined by the amount by which the Guarantor failed to perform his obligation under the Guaranty) and to retain such Collateral in full satisfaction of Guarantor’s obligation under the Guaranty and hereunder. All remaining Collateral shall be returned to Guarantor.

     9.      Application of Sales Proceeds. After deducting all legal and other costs, expenses and charges, including attorneys’ fees incurred in the collection, sale, delivery or preservation of the Collateral, or any part thereof, Pledge Holder shall apply the residue of the proceeds of any such sale to the payment of the Indebtedness. Should there be any surplus of said proceeds after the payment of the Indebtedness, together with the expenses, attorneys’ fees and all charges and costs incurred by Pledge Holder in the keeping, delivery and preservation of the Collateral, such surplus shall be paid to the Guarantor.

     10.      No Transfer of Guarantor’s Interest. Guarantor shall not sell, transfer, diminish, or encumber the Collateral, or any part or portion thereof, and any attempt to so sell, transfer, diminish, or encumber any of the Collateral covered by this Agreement shall be invalid and without force or effect, and the same shall constitute an Event of Default hereunder entitling Curci to all rights and remedies provided for herein upon default.

     11.      Term of Agreement. This Agreement shall constitute a continuing agreement, and all powers, rights, privileges, obligations, and duties set forth shall apply to, inure to the benefit of, and be binding upon the estate, heirs, legatees, devisees, executors, administrators, personal representatives, successors, and assigns of Guarantor and Curci. This Agreement shall continue until the indebtedness under the Note has been paid in full.

     12.      Release of Collateral. The Collateral shall be released from the provisions of this Agreement, and the Pledge Holder shall deliver to Guarantor the Certificate representing the Collateral and any other documents then held by Pledge Holder upon the satisfaction in full of the indebtedness evidenced by the Note.

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     13.      Removal of Pledge Holder. With the approval of Guarantor, Curci may remove the Pledge Holder and substitute in his place another person or entity acceptable to Guarantor to function as Pledge Holder hereunder. Upon receipt by a Pledge Holder of any such notice of removal and substitution, Pledge Holder shall forthwith transfer to the successor Pledge Holder all Collateral, documents of title and books and records pertaining to his performance hereunder and shall cooperate in all reasonable and appropriate ways in connection with such transfer. The Guarantor and Curci shall indemnify, defend and hold harmless Pledge Holder from any liability and expenses, including attorney’s fees, arising out of acts or omissions after such transfer to the successor Pledge Holder.

     14.      General Provisions.

               (a)      Amendment. No waiver, consent or approval by Curci or modification or amendment of this Agreement shall be effective unless the same is in writing signed by Curci and the Guarantor.

               (b)      No Other Representations. The Parties acknowledge and agree that no Party has made any representations (a) concerning the subject matter hereof, or (b) inducing the other Party to execute and deliver this Agreement, except those representations specifically referenced herein and in the Agreement. The Parties have relied on their own judgment in entering into this Agreement.

               (c)      Cooperation and Further Actions. The Parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Pledge Agreement.

               (d)      Severability. If any part, clause, or condition of this Agreement is held to be partially or wholly invalid, unenforceable, or inoperative for any reason whatsoever, such shall not affect any other provision or portion hereof, which shall continue to be effective as though such invalid, inoperative, or unenforceable part, clause or condition had not been made.

               (e)      Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns.

               (f)      Governing Law and Venue. All questions concerning this Pledge Agreement, its construction, and the rights and liabilities of the Parties hereto shall be interpreted and enforced in accordance with the laws of the State of California as applied to contracts which are executed and performed entirely within the state. For purposes of this Pledge Agreement, sole and proper venue shall be Orange County, State of California.

               (g)      Notices. For purposes hereof, delivery of written notice shall be complete upon personal delivery, or upon mailing if mailed with proper postage paid by United States registered or certified mail, addressed to the party at the address set forth below, or to such other mailing address as the parties hereto may designate by written notice given in accordance with the terms herein. Notice may also be given upon receipt of electronic facsimile, provided that any facsimile notice shall only be deemed received if (a) the transmission thereof is confirmed, and (b) facsimile notice is followed by written notice, made either by (i) personal delivery

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thereof, or (ii) via deposit in certified mail return receipt requested, postage prepaid, within three (3) business days following the facsimile notice. Notices shall be addressed to the parties as follows:

Guarantor	Victor Zaccaglin, Trustee
	The Victor and Hannah Zaccaglin Trust dtd 3/20/92
	C/O Calprop Corporation
	13160 Mindanao Way, Suite 180
	Marina Del Ray, CA 90292
	Telephone:     (310) 306-4317
	Facsimile:        (310) 301-0435
Pledge Holder:	John Curci
	717 Lido Park Drive
	Newport Beach, CA 92663
	Telephone:     (949)673-1060
	Facsimile:        (949) 673-2080
With Copy to:	Curci-Turner Company, LLC
	Post Office Box 1549
	Newport Beach, CA 92659

               Any party may change the address to which to send notices by notifying the other party of such change of address in writing In accordance with this section.

               (h)      Counterparts. This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, but such counterparts shall together constitute and be one and the same instrument.

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

GUARANTOR:
THE VICTOR AND HANNAH ZACCAGLIN TRUST
By:	/s/ Victor Zaccaglin
	Victor Zaccaglin, Trustee
CURCI:
CURCI-TURNER COMPANY, LLC

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By:	/s/ John Curci
	John Curci, Manager
PLEDGE HOLDER
/s/ John Curci
John Curci

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EX-99.(E)(9)

Exhibit (E)(9)

PROMISSORY NOTE

Amount: $300,000.00	Los Angeles, California
Due Date: January 30,1999	January 30,1998

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) due and payable on January 30, 1999 with interest from January 30, 1998, paid at a rate of prime plus two points per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Said rate will be adjusted periodically as the reference rate changes. Principal and interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees. The makers, sureties, guarantors and endorsers of this note hereby consent to renewals and extensions of time at or after the maturity hereof and hereby waive diligence, presentment, protest, demand and notice of every kind.

CALPROP CORPORATION
 

/s/ Ronald S. Petch, President  

Ronald S. Petch 

President 

/s/ Mark F. Spiro, CFO 

Mark F. Spiro 

Chief Financial Officer 

PROMISSORY NOTE

Amount: $300,000.00	Los Angeles, California
Due Date: Demand	October 5, 1999

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) due and payable on DEMAND with interest from October 5, 1999, paid at a rate of twelve (12.0%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid Interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Said rate will be adjusted periodically as the reference rate changes. Principal and interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees. The makers, sureties, guarantors and endorsers of this note hereby consent to renewals and extensions of time at or after the maturity hereof and hereby waive diligence, presentment, protest, demand and notice of every kind.

CALPROP CORPORATION
 

/s/ Ronald S. Petch, President  

Ronald S. Petch 

President 

/s/ Mark F. Spiro, CFO 

Mark F. Spiro 

Chief Financial Officer 

PROMISSORY NOTE..

Amount: $240,000.00	Los Angeles, California
Due Date: February 1, 2004	February 1, 2002

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of TWO HUNDRED FORTY THOUSAND DOLLARS ($240,000.00) due and payable on February 1, 2004, with interest to accrue from February 1, 2002, paid at a rate of twelve percent (12%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees. The makers, sureties, guarantors and endorsers of this note hereby consent to renewals and extensions, of time at or after the maturity hereof and hereby waive diligence, presentment, protest, demand and notice of every kind.

CALPROP CORPORATION
 

/s/ Mark F. Spiro  

Mark F. Spiro 

Chief Financial Officer 

PROMISSORY NOTE

Amount: $75,000.00	Los Angeles, California
Due Date: April 22, 2004	October 22, 2003

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of SEVENTY FIVE THOUSAND DOLLARS ($75,000.00) due and payable on April 22, 2004, with interest to accrue from October 22, 2003, paid at a rate of twelve percent (12%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple Interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees. The makers, sureties, guarantors and endorsers of this note hereby consent to renewals and extensions of time at or after the maturity hereof and hereby waive diligence, presentment, protest, demand and notice of every kind.

CALPROP CORPORATION
 

/s/ Mark F. Spiro, CFO  

Mark F. Spiro 

Chief Financial Officer 

PROMISSORY NOTE

Amount: $1,000,000.00	Los Angeles, California
Issue Date: August 27, 2004
Due Date: On Demand’

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20,1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of ONE MILLION DOLLARS ($1,000,000.00) due on demand with interest to accrue from August 27, 2004, paid at a rate of ten percent (10%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable in Legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees.

CALPROP CORPORATION
 

/s/ Henry Nierodzik  

Henry Nierodzik 

Chief Accounting Officer 

PROMISSORY NOTE

Amount: $100,000.00	Los Angeles, California
Issue Date: September 7, 2004
Due Date: On Demand

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) due on demand with interest to accrue from September 7, 2004, paid at a rate of ten percent (10%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees.

CALPROP CORPORATION
 

/s/ Henry Nierodzik 

Henry Nierodzik 

Chief Accounting Officer 

PROMISSORY NOTE

Amount: $200,000.00	Los Angeles, California
Issue Date: September 13, 2004
Due Date: On Demand

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) due on demand with interest to accrue from September13, 2004, paid at a rate of ten percent (10%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like Interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable In legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees.

CALPROP CORPORATION
 

/s/ Henry Nierodzik 

Henry Nierodzik 

Chief Accounting Officer 

PROMISSORY NOTE

Amount: $225,000.00	Los Angeles, California
Issue Date: September 16, 2004
Due Date: On Demand

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000.00) due on demand with interest to accrue from September 16, 2004, paid at a rate of ten percent (10%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Principal and Interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees.

CALPROP CORPORATION
 

/s/ Henry Nierodzik 

Henry Nierodzik 

Chief Accounting Officer 

PROMISSORY NOTE

Amount: $125,000.00	Los Angeles, California
Issue Date: October 8, 2004
Due Date; On Demand

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000.00) due on demand with interest to accrue from October 8, 2004, paid at a rate of ten percent (10%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple Interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable In legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees.

CALPROP CORPORATION
 

/s/ Henry Nierodzik 

Henry Nierodzik 

Chief Accounting Officer 

PROMISSORY NOTE

Amount: $150,000.00	Los Angeles, California
Issue Date: November 2, 2004
Due Date: On Demand

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20, 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292, the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) due on demand with interest to accrue from November 2, 2004, paid at a rate of ten percent (10%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees.

CALPROP CORPORATION
 

/s/ Henry Nierodzik 

Henry Nierodzik 

Chief Accounting Officer 

PROMISSORY NOTE

Amount: $100,000.00	Los Angeles, California
issue Data: November 19, 2004
Due Data: On Demand

For value received, the undersigned promise to pay The Victor and Hannah Zaccaglin Trust dated March 20 1992, Victor Zaccaglin Trustee, lender, or order, at 13160 Mindanao Way, Suite 180, Manna Del Rey, California, 90292, the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) due on demand with interest to accrue from November 19, 2004, paid at a rate often percent (10%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Principal and interest are payable in legal tender of the United States of America.

If action be Instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees.

CALPROP CORPORATION
 

/s/ Henry Nierodzik 

Henry Nierodzik 

Chief Accounting Officer 

Calprop

Modification Agreement

THIS AGREEMENT entered into on December 31, 2004, by and between The Victor Zaccag1in Trust dated March 20, 1992, Victor Zaccaglin Trustee, herein after called “lender” and Calprop Corporation, herein after called “borrower.”

WHEREAS, the borrower has borrowed under Promissory Notes, the parties hereto wish to modify the terms of said promissory notes by extending the maturity dates as follows:

Note	Loan Date	Original Loan Amount	Maturity Date
#17	1/30/98	$300,000	12/31/05
#20	10/05/99	$300,000	12/31/05
#21	2/1/02	$240,000	12/31/05
#29	10/22/03	$75,000	12/31/05
#31	8/27/04	$1,000,000	12/31/05
#32	9/7/04	$100,000	12/31/05
#33	9/13/04	$200,000	12/31/05
#34	9/16/804	$225,000	12/31/05
#35	10/8/04	$125,000	12/31/05
#36	11/2/04	$150,000	12/31/05
#37	11/19/04	$100,000	12/31/05
Preferred Note	6/7/96	$581,542	12/31/05

/s/ Henry Nierodzik 

Henry E. Nierodzik 

Chief Accounting Officer 

/s/ Victor Zaccaglin 

Victor Zaccaglin 

Lender 

EX-99.(E)(10)

Exhibit (E)(10)

PROMISSORY NOTE

Amount: $2,000,000.00	Marina Del Rey, California
Due Date: June 1, 1999	June 101997

For value received, the undersigned promise to pay Mission Gorge LLC, lender, or order, at 13160 Mindanao Way, Suite 180, Marina Del Rey, California, 90292 the sum of TWO MILLION DOLLARS ($2,000,000.00) due and payable on June 1, 1999 with interest from June 10, 1997, paid at a rate of twelve (12.0%) per annum payable monthly. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Said rate will be adjusted periodically as the reference rate changes. Principal and interest are payable in legal tender of the United States of America.

If action be instituted on this note we promise to pay such sum as the Court may fix as attorney’s fees. The makers, sureties, guarantors and endorsers of this note hereby consent to renewals and extensions of time at or after the maturity hereof and hereby waive diligence, presentment, protest, demand and notice of every kind.

CALPROP CORPORATION
 

/s/ Ronald S. Petch, President  

Ronald S. Petch 

President 

/s/ Mark F. Spiro, CFO 

Mark F. Spiro 

Chief Financial Officer 

EX-99.(E)(11)

Exhibit (E)(11)

PROMISSORY NOTE

Amount:       $581,541.52	Los Angeles, California
Due Date:     June 7, 1999	June 7, 1996

For value received, the undersigned, Calprop Corporation, a California Corporation, (“Calprop” or “Maker”), promises to pay to the order of the Victor & Hannah Zaccaglin Trust, UA March 20, 1992, Victor & Hannah Zaccaglin Trust, (“Holder”), at 2205 Turnbridge Court, Bel Air, CA 90077 at such place as may be designated in writing by Holder, the principal sum of Five hundred Eight-one thousand five hundred forty-one and 52/100 dollars ($581,541.52), together with interest, commencing June 7, 1996 at the rate of Ten Percent (10%) per annum (based on a 365 day year and charged on the basis of actual days elapsed), payable as follows:

     A.      Interest only shall be payable quarterly as it accrues on the principal from time to time outstanding, commencing on the Seventh (7th) day of June, 1998 and continuing on the first day of each consecutive quarter thereafter. Said quarters to commence on October 1, January 1, April 1, and July 1 with the first payment to be made on October 1, 1996.

     B.      Except as otherwise provided herein, all outstanding principal and accrued interest shall be due and payable on the Seventh (7th) day of June, 1999, (the “Maturity Date”);

              IN ADDITION TO CALPROP’S PROMISE TO PAY AS SET FORTH ABOVE, CALPROP AGREES AS FOLLOWS:

     1.      Each payment shall be credited first to any late charges, expenses, premiums, penalties or fees due hereunder, next to interest then due and the remainder on principal, and interest shall cease upon the principal so credited. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law.

     2.      The failure of Calprop to make the payment of any installment of principal and/or interest on this note within ten (10) days after the date such payment is due;

     3.      Upon the occurrence of any event of default, the entire unpaid balance of principal on this note, together with all accrued interest thereon, shall be due and payable, either immediately or at any time during the continuance of such event of default at the option of Holder.

     4.      Calprop acknowledges that late payment to Holder will cause Holder to incur costs not contemplated by this transaction, the exact amount of such costs being difficult and impracticable to assess. Therefore, if any installment of interest or principal is not received by Holder within ten (10) days after the date such payment is due, Calprop shall pay Holder an additional sum of six percent (6%) of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Holder will incur by reason of late payment. Acceptance of any late charge shall not constitute a waiver of the default

1

with respect to the overdue amount, and shall not prevent holder from exercising any of the other remedies available to Holder.

     5.      This Promissory Note represents an evidence of indebtedness as defined in the California Corporations Code Section 25117. Calprop represents and warrants to Curd that Calprop has its common stock listed on the American Stock Exchange, a national securities exchange.

     6.      Nothing in this Promissory Note is intended to form a partnership, joint venture or tenants in common nor require Curci to participate in costs, liabilities, expenses, or losses to Calprop.

     7.      If an attorney is engaged by either party to enforce or construe any provision of this Promissory Note, or as a consequence of any Default or event of Default, with or without the filing of any legal action or proceeding, then the prevailing party shall immediately be entitled, on demand, to all attorneys’ fees and all other costs incurred by said party. If an action is commenced by either party; the prevailing party shall be entitled to a judgment for reasonable attorney fees and costs.

     8.      Time is of the essence of each obligation of Calprop hereunder.

     9.      This Promissory Note shall be governed by and construed in accordance with the laws of the State of California.

              IN WITNESS WHEREOF, the undersigned has executed this Promissory Note on the day and year set forth above at Los Angeles, California.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Office

2

EX-99.(E)(12)

Exhibit (E)(12)

PROMISSORY NOTE

Amount         $462,330.00	Los Angeles, California
Due Data:     June 7, 1999	June 7, l996

     FOR VALUE RECEIVED, the undersigned, Calprop Corporation, a California Corporation, (“Calprop” or “Maker”) hereby promises to pay to the order of John Curci, Trustee of the Curci Revocable Trust No. 2, or order, (“Holder” or “Curci”), at P.O. Box 1549, Newport Beach, CA 92659-1549, or at such other location as Holder may, from time to time, designate in writing, the principal sum of FOUR HUNDRED SIXTY TWO THOUSAND THREE HUNDRED THIRTY DOLLARS ($462,330.00) together with interest, commencing June 7, 1996 at the rate of Ten Percent (10%) per annum (based on a 365 day year and charged on the basis of actual days elapsed), payable as follows:

     A.      Interest only payments shall be payable quarterly as they accrue on the principal from time to time outstanding, commencing on the Seventh (7th) day of June, 1996 and continuing on the first day of each consecutive quarter thereafter. Said quarters to commence on October 1, January 1, April 1 and July 1 with the first payment to be made on October 1, 1996.

     B.      Except as otherwise provided herein, all outstanding principal and accrued interest shall be due and payable on the Seventh (7th) day of June, 1999, (the “Maturity Date”).

     IN ADDITION TO CALPROP’S PROMISE TO PAY AS SET FORTH ABOVE, CALPROP AGREES AS FOLLOWS

     1.      Each payment shall be credited first to any late charges, expenses, premiums, penalties or fees due hereunder, next to interest then due and the remainder on principal, and interest shall cease upon the principal so credited. Should interest not be so paid, it shall thereafter bear like Interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law.

     2.      The failure of Calprop to make the payment of any installment of principal and/or Interest on this note within ten (10) days after the date such payment is due shall constitute an event of default under the note.

     3.      Upon the occurrence of any event of default, the entire unpaid balance of principal on this note, together with all accrued interest thereon, shall be due and payable, either immediately or at any time during the continuance of such event of default at the option of Holder.

     4.      Calprop acknowledges that late payment to Holder will cause Holder to incur costs not contemplated by this transaction, the exact amount of such costs being difficult and impracticable to assess. Therefore, if any installment of interest or principal, including payments due on maturity, is not received by Holder within ten (10) days after the date such payment is

due, Calprop shall pay to Holder an additional sum of six percent (6%) of the overdue installment amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Holder will incur by reason of late payment. Acceptance of any late charge shall not constitute a waiver of the default with respect to the overdue amount, and shall not prevent Holder from exercising any of the other remedies available to Holder.

     5.      This Promissory Note represents an evidence of indebtedness as defined in California Corporations Code Section 25111. Calprop represent and warrants to Curci that Calprop has its common stock listed on the American Stock Exchange, a national securities exchange.

     6.      Nothing is this Promissory Note is intended to form a partnership, joint venture or tenants in common nor require Curci to participate in costs, liabilities expenses, or losses to Calprop.

     7.      If an attorney Is engaged by either party to enforce or construe any provision of this Promissory Note, or as a consequence of any Default or event of Default with or without the filing of any legal action or proceeding, then the prevailing party shall immediately be entitled, on demand, to all attorneys’ fees and all other costs incurred by said party. If an action is commenced by either party, the prevailing party shall be entitled to a judgment for reasonable attorney fees and costs.

     8.      Time is of the essence of each obligation of Calprop hereunder.

     9.      This Promissory Note shall be governed by and construed in accordance with the laws of the State of California.

     IN WITNESS WHEREOF, the undersigned has executed this Promissory Note on the day and year set forth above at Los Angeles, California.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro
	Mark F. Spiro, Chief Financial Office

AMENDMENT NO. ONE (1) TO PROMISSORY NOTE

     This Amendment No. One (1) to Promissory Note (the “First Amendment”) is entered into and is to be effective this 7th day of June, 1999 with respect to the Promissory Note in favor of JOHN CURCI, TRUSTEE OF THE CURCI REVOCABLE TRUST NO. 2, (the “Holder”) in the original principal amount of $462,330.00 executed by CALPROP CORPORATION, a California Corporation, (the Promissory Note”) and is based upon the following facts:

RECITALS

     A.      On June 7, 1996, CALPROP CORPORATION, a California Corporation, executed the Promissory Note in the principal amount of $462,330.00 at Los Angeles, California in favor of JOHN CURCI, TRUSTEE OF THE CURCI REVOCABLE TRUST NO. 2. A copy of the Promissory Note is attached hereto and marked Exhibit “A”;

     B.      The parties hereto now wish to amend the Promissory Note to provide for an extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and JOHN CURCI, TRUSTEE OF THE CURCI REVOCABLE TRUST NO. 2, as Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1.      The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from June 7, 1999 until January 7, 2000.

     2.      The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     3.      Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

SIGNATURES APPEAR ON THE FOLLOWING PAGE

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, Pres.
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Office

CURCI-TURNER COMPANY A California General Partnership
By:	/s/ Jon Curci
	John Curci, Trustee of the
	Curci Revocable Trust No. 2 Its General Partner

AMENDMENT NO. TWO (2) TO PROMISSORY NOTE

     This Amendment No. Two (2) to Promissory Note (the “Second Amendment”) is entered into and is to be effective this 7^th day of January, 2000 with respect to the Promissory Note in favor of John Curci, Trustee of the Curci Revocable Trust No. 2, (the “Holder”) in the original principal amount of $462,330.00 executed by CALPROP CORPORATION, a California Corporation, (the Promissory Note”) and is based upon the following facts:

RECITALS

     A.      On June 7, 1996, CALPROP CORPORATION, a California Corporation, executed the Promissory Note in the principal amount of $462,330.00 at Los Angeles, California in favor of John Curci, Trustee of the Curci Revocable Trust No. 2. A copy of the Promissory Note is attached hereto and marked Exhibit “A”;

     B.      On June 7, 1999, Maker and Holder executed Amendment No. One (1) to Promissory Note which extended the Maturity Date of then Promissory Note from June 7, 1999 until January 7, 2000.

     C.      Effective January 1, 2000, Holder assigned Its interest in the Promissory Note to Curci Investments, LLC, a California Limited Liability Company.

     D.      The parties hereto now wish to amend the Promissory Note to provide for an additional extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI INVESTMENTS, LLC, a California Limited Liability Company, as Successor Holder of the Promissory Note, hereby agree to amend the Promissory Note In only the following respects:

     1.      The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from January 7, 2000 until December 31, 2001.

     2.      The parties hereby adopt the facts as set forth in the Recitals as the basis for and In consideration of the entering into this Amendment.

     3.      Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, Pres.
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Office

CURCI INVESTMENTS, LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, It’s Manager

AMENDMENT NO. THREE (3) TO PROMISSORY NOTE

     This Amendment No. Three (3) to Promissory Note (the “Third Amendment”) is entered into and is to be effective this 1st day of January, 2002 with respect to the Promissory Note in favor of John Curci, Trustee of the Curci Revocable Trust No. 2, (the “Holder”) in the original principal amount of $462,330.00 executed by CALPROP CORPORATION, a California Corporation, (the Promissory Note”) and is based upon the following facts:

RECITALS

     A.      On June 7, 1996, CALPROP CORPORATION, a California Corporation, executed the Promissory Note in the principal amount of $462,330.00 at Los Angeles, California in favor of John Curci, Trustee of the Curci Revocable Trust No. 2. A copy of the Promissory Note is attached hereto and marked Exhibit “A”;

     B.      On June 7, 1999, Maker and Holder executed Amendment No. One (1) to Promissory Note which extended the Maturity Date of then Promissory Note from June 7, 1999 until January 7, 2000.

     C.      Effective January 1, 2000, Holder assigned its interest in the Promissory Note to Curci Investments, LLC, a California Limited Liability Company.

     D.      On January 7, 2001, Maker and Holder executed Amendment No. Two (2) to Promissory Note which extended the Maturity Date of then Promissory Note from January 7, 2000 until December 31, 2001.

     E.      The parties hereto now wish to amend the Promissory Note to provide for an additional extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI INVESTMENTS, LLC, a California Limited Liability Company, as Successor Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1.      The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from December 31, 2001 until December 31, 2002.

     2.      The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     3.      Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Office

CURCI INVESTMENTS, LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Its Manager

AMENDMENT NO. FOUR (4) TO PROMISSORY NOTE

     This Amendment No. Four (4) to Promissory Note (the “Fourth Amendment”) is entered into and is to be effective this 17th day of June, 2004 with respect to the Promissory Note in favor of John Curci, Trustee of the Curci Revocable Trust No. 2, (the “Holder) in the original principal amount of $462,330.00 executed by CALPROP CORPORATION, a California Corporation, (the Promissory Note”) and is based upon the following facts:

RECITALS

     A.      On June 7, 1996, CALPROP CORPORATION, a California Corporation, as Maker, executed the Promissory Note In the principal amount of $462,3300.00 at Los Angeles, California in favor of John Curci, Trustee of the Curci Revocable Trust No. 2. A copy of the Promissory Note is attached hereto and marked Exhibit “A.”

     B.      One June 7, 1999, Maker and Holder executed Amendment No. One (1) to Promissory Note which extended the Maturity date of then Promissory Note from June 7, 1999 to January 7, 2000.

     C.      Effective January 1, 2000, Holder assigned its interest in the Promissory Note to Curci Investments, LLC, a California Limited Liability Company.

     D.      On January 1, 2001, the Maker and Holder executed Amendment No. Two (2) to the Promissory Note to extend the Maturity date from January 7, 2000 until December 31, 2001.

     E.      On January 1, 2002, the Maker and Holder executed Amendment No. Two (2) to the Promissory Note to extend the Maturity date from December 31, 2001 until December 31, 2002.

     F.      The parties hereto now wish to amend the Promissory Note to provide for a further extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI INVESTMENTS, LLC., a California Limited Liability Company,

as Successor Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1.      The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from December 31, 2002 until December 31, 2004.

     2.      The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     3.      Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Mark F. Spiro, CFO
	Mark Spiro, Chief Financial Officer
CURCI-TURNER COMPANY, LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Manager

AMENDMENT NO. FIVE (5) TO PROMISSORY NOTE

     This Amendment No. Five (5) to Promissory Note (the “Fifth Amendment”) is entered into and is to be effective this 31’s day of December, 2004 with respect to the Promissory Note in favor of John Curci, Trustee of the Curci Revocable Trust No. 2, (the “Holder”) in the original principal amount of $462,330.00 executed by CALPROP CORPORATION, a California Corporation, (the “Promissory Note”) and is based upon the following facts:

RECITALS

A) On June 7, 1996, CALPROP CORPORATION, a California Corporation, as Maker, executed the Promissory Note in the principal amount of $462,330.00 at Los Angeles, California in favor of John Curci, Trustee of the Curci revocable Trust No. 2. A copy of the Promissory Note is attached hereto and marked Exhibit “A.”

B) On June 7, 1999, Maker and Holder executed Amendment No. One (1) to Promissory Note which extended the Maturity date of the Promissory Note from June 7, 1999 to January 7, 2000.

C) Effective January 1, 2000, Holder assigned its interest in the Promissory Note to Curci Investments, LLC, a California Limited Liability Company.

D) On January 1, 2001, the Maker and Holder executed Amendment No. Two (2) to the Promissory Note to extend the Maturity date from January 7, 2000 until December 31, 2001.

E) On January 1, 2002, the Maker and Holder executed Amendment No. Three (3) to the Promissory Note to extend the Maturity date from December 31, 2001 until December 31, 2002.

F) On June 17, 2004, the Maker and Holder executed Amendment No. Four (4) to the Promissory Note to extend the Maturity date from December 31, 2002 to December 31, 2004.

The parties hereto now wish to amend the Promissory Note to provide for a further extension of the Maturity Date. Now, therefore, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI INVESTMENTS, LLC, a California Limited Liability Company, as Successor Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

1) The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from December 31, 2004 to December 31, 2005.

2) The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment

3) Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in fall force and effect.

CALPROP CORPORATION A California Corporation
By	/s/ Henry E. Nierodzik
CURCI INVESTMENTS, LLC California Limited Liability Company
By:	/s/ John Curci
	John L. Curci, Manager

EX-99.(E)(13)

Exhibit (E)(13)

PROMISSORY NOTE

$2,350,000.00 December 3, 1998

FOR VALUE RECEIVED, CALPROP CORPORATION, a California Corporation, (“Maker”) promises to pay to CURCI-TURNER COMPANY, a California General Partnership, (“Payee”), at Post Office Box 1549, Newport Beach, CA 92659 or at such other place as Payee may designate, the sum of TWO MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS ($2,350,000.00), together with interest commencing December 3, 1998, until paid, at the rate of Twelve Percent (12%) per annum, (the “Interest Rate”), calculated on a daily basis using a 365 day year, payable on DEMAND, (the “Maturity Date”).

     Each payment shall be credited first on interest then due and the remainder on principal. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Should default be made in the payment of any installment when due, the whole sum of principal and interest shall become immediately due and payable at the option of the holder of this note. Maker agrees to pay a late charge of six percent (6%) of any installment of interest or principal not paid within ten (10) days of when due. Should suit be commenced or an attorney employed to enforce the payment of this note, the undersigned agrees to pay such additional sum as the court may adjudge reasonable as attorney’s fees. Principal and interest is payable in lawful money of the United States of America.

     Executed this 3rd day of December, 1998 at Marina Del Rey, California.

CALPROP CORPORATION A California Corporation
By:	/s/ Ronald S. Petch, President
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Officer

AMENDMENT NO. ONE (1) TO PROMISSORY NOTE

     This Amendment No. One (1) to Promissory Note (the “First Amendment”) is entered into and is to be effective the 19th day of June, 2002 with respect to the Promissory Note in the original principal amount of $2,350,000.00, (the “Promissory Note”) in favor of CURCI-TURNER COMPANY, a California General Partnership, (the “Holder”) executed by CALPROP CORPORATION, a California Corporation (the “Maker”) and is based upon the following facts:

RECITALS

     A.       December 3, 1998, CALPROP CORPORATION, a California Corporation, executed the Promissory Note in the principal amount of $2,350,000.00 at Los Angeles, California in favor of CURCI-TURNER COMPANY, a California General Partnership. A copy of the Promissory Note is attached hereto and marked Exhibit “A.”

     B.       Effective September 1, 1999, Curci-Turner Company, a California General Partnership was merged into and became Curci-Turner Company, LLC, a California Limited Liability Company and thereafter Curci-Turner Company, LLC shall be referred to as the holder.

     C.       The Parties now wish to amend the Promissory Note to provide for an extension of the Maturity Date.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI-TURNER COMPANY, LLC, a California Limited Liability Company, as the current Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1.       The Maturity Date of the outstanding principal balance and accrued interest due on the Promissory Note is hereby extended from June 28, 2002 until July 31, 2003.

     2.       The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this agreement.

     3.       Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION.		CURCI-TURNER COMPANY, LLC
A California Corporation		A California Limited Liability Company
By:	/s/ Ronald S. Petch, President	By:	/s/ John Curci
	Ronald S. Petch, President		John Curci, Manager
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Officer

AMENDMENT NO. TWO (2) TO PROMISSORY NOTE

     This Amendment No. Two (2) to Promissory Note (the “Second Amendment”) is entered into and is to be effective this 18th day of July, 2003 with respect to the Promks5ory Note in favor of CURCI-TURNER COMPANY, a California General Partnership, (the “Holder”) in the original principal amount of $2,350,000.00 executed by CALPROP CORPORATION, a California Corporation. (the Promissory Note”) and is based upon the following facts:

RECITALS

     A.       On December 3, 1998, 1998, CALPROP CORPORATION, a California Corporation, as Maker, executed the Promissory Note in the principal amount of $2,350,000.00 at Los Angeles. California in favor of CURCI-TURNER COMPANY, a California General Partnership.

     B.       Effective September 1, 1999, Curci-Turner Company, a California Limited Partnership was merged into and became part of Curci-Turner Company, LLC, a California Limited Liability Company and thereafter Curci-Turner Company, LLC shall be referred to as the holder.

     C.       On June 19, 2002, the Promissory Note was amended by Amendment No. One (1) to Promissory Note to extend the Maturity Date to July 31, 2003.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, CALPROP CORPORATION, a California Corporation, as Maker of the Promissory Note and CURCI-TURNER COMPANY, a California General Partnership as Holder of the Promissory Note, hereby agree to amend the Promissory Note in only the following respects:

     1.       The Maturity Date of the outstanding principal balance and accrued Interest due on the Promissory Note is hereby extended from July 31, 2003 until January 28, 2004.

     2.       The current outstanding principal balance on the Promissory Note as of July 18, 2003 is $2,391,145.97.

     3.       The parties hereby adopt the facts as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment

     3.       Except as amended herein, all other terms and conditions of the Promissory Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:
	Ronald S. Petch, President
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Officer
CURCI-TURNER COMPANY. LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Manager

AMENDMENT NO. THREE TO PROMISSORY NOTE

     This Amendment No. Three to Promissory Note (the “Third Amendment”) is entered into and is to be effective this 22^nd day of December 2003 with respect to the Note in favor of CURCI-TURNER COMPANY, a California General Partnership (the “Holder”), in the original principal amount of $2,350,000.00, executed by CALPROP CORPORATION, a California corporation (the “Note”), and is based upon the following facts:

     A.       On December 3, 1998, CALPROP CORPORATION, a California Corporation, as Maker, executed the Note in favor of CURCI-TURNER COMPANY, a California General Partnership.

     B.       Effective September 1, 1999, Curd-Turner Company, a California Limited Partnership was merged into and became part of Curci-Turner Company, LLC (the “LLC”). As hereinafter used in this Third Amendment, the term Holder shall mean the LLC.

     C.       On June 19, 2002, the Note was amended by Amendment No. One (1) to Promissory Note to extend the Maturity Date to July 31, 2003.

     D.       On July 18, 2003, the Note was further amended by Amendment No. Two (2) to Promissory Note to extend the Maturity Date to January 28, 2004.

     E.       The current outstanding principal balance of the Note as of the date hereof is $2,391,145.97. Holder is willing to loan additional funds to CALPROP CORPORATION, a California corporation, as Maker of the Note (“Maker”), in the amount of $1,900,000, on the terms and conditions of this Third Amendment, and Maker hereby acknowledges receipt of such funds.

     F.       Concurrently herewith, the Victor and Hannah Zaccaglin Trust has agreed to guarantee the entire outstanding principal balance of the Note as amended hereby.

     G.       Maker Is the owner of certain real property located in San Bernardino County, California, known as the Winkler property (the “Winkler Property”), and has developed certain real property held by Mission Gorge, LLC (the “Mission Gorge Property”).

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made, Maker and Holder hereby agree to amend the Note in the following respects:

     1.       Adoption of Recitals. The parties hereby adopt the facts set forth in the recitals in paragraphs A through G above as the basis for and consideration for entering into this Third Amendment.

     2.       Maturity Date. The Maturity Date of the outstanding principal balance and accrued interest due on the Note is hereby extended from January 28, 2004 until June 30, 2004.

     3.       Principal Balance. The outstanding principal balance of the Note as of the date hereof is $4,291,145.97.

     4.       Prepayment. Upon a sale of the Winkler Property, Maker shall retire the outstanding principal balance and all accrued interest on the Note in full, and Holder agrees to accept pre-payment of the Note notwithstanding any provisions of the Note to the contrary. Unless the Note has theretofore been paid in full, Maker also agrees to apply the net proceeds of sale of the Mission Gorge Property as received to pre-payment of the Note, with all payments applied first to accrued interest and then to principal. For this purpose, “net proceeds of sale” means any proceeds remaining after closing costs and debt reduction.

     5.       Confirmation of Terms. Except as amended herein, all other terms and conditions of the Note shall remain unchanged and in full force and effect.

CALPROP CORPORATION A California Corporation
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, Chief Financial Officer
CURCI-TURNER COMPANY. LLC A California Limited Liability Company
By:	/s/ John Curci
	John Curci, Manager

EX-99.(E)(14)

Exhibit (E)(14)

Amended and Restated Guaranty

     This Amended and Restated Guaranty is a restatement of the Guaranty made by Colorado Pacific Homes, Inc., a Colorado Corporation, (the “Guarantor”), dated May 24, 1999 to the Holder of that certain Promissory Note in the original principal amount of $2,320,000.00 dated December 3, 1998 (the “Note”) executed by Calprop Corporation, a California Corporation, (the “Maker”) in favor of Curci-Turner Company, a California General Partnership, (the “Holder”) and is based upon the following facts:

     A.       On December 3, 1998, Calprop Corporation, a California Corporation, as Maker, executed the Note in favor of Curci-Turner Company, a California General Partnership.

     B.       On May 24, 1999, Colorado Pacific Homes, Inc., a Colorado Corporation, as Guarantor, executed its Guaranty of the Note to the Holder.

     C.       Concurrently with the execution of the Guaranty, Colorado Pacific Homes, Inc., a Colorado Corporation, as Trustor, executed and delivered a Deed of Trust, (the “Deed of Trust”), dated May 24, 1999 to the Public Trustee of the County of Arapahoe, State of Colorado, which Deed of Trust secures the Guaranty of Guarantor on real property described therein. Said Deed of Trust was recorded on June 28, 1999 as document No. A9106275 in Arapahoe County, Colorado.

     D.       Effective September 1, 1999, Curci-Turner Company, a California General Partnership was merged into and became part of Curci-Turner Company, a Limited Liability Company, (the “LLC”). As hereinafter used in this Amended and Restated Guaranty, the term Holder shall mean the LLC and its successors and assigns.

     E.       On June 19, 2002, the Note was amended by Amendment No. One (1) to Promissory Note to extend the Maturity Date to July 31, 2003.

     F.       On July 19, 2003, the Note was further amended by Amendment No. Two (2) to Promissory Note to extend the Maturity Date to January 28, 2004.

     G.       Concurrently with the execution of this Amended and Restated Guaranty, Maker and Holder have executed that certain Amendment No. Three (3) to Promissory Note to provide for a loan of additional funds in the amount of $1,900,000.00 from Holder to Maker which amount when added to the then existing outstanding principal balance of the Note brought the outstanding principal balance of the Note to $4,291,145.97, (the “Principal”).

     H.       Additionally, Amendment No. 3 to Promissory Note provided for an extension of the Maturity Date to June 30, 2004.

     I.       Guarantor now wishes to restate its Guaranty of the Note as amended by Amendments One, Two and Three described above to Holder as provided herein.

     NOW, THEREFORE, in consideration of the Holder advancing additional funds to the Maker of the Note which funds were used for the benefit of the Guarantor and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and intending to be legally bound, the Guarantor hereby covenants and agrees as follows:

     1.       The Guaranty: The Guarantor hereby absolutely and unconditionally guarantees to the Holder repayment of the Note, as amended from time to time, including, without limitation, principal, interest and reasonable collection costs, (the Guaranteed Obligations”). To secure this Guaranty, the Guarantor hereby grants to the Holder a security interest in and to the property more particularly described in that certain Deed of Trust referred to in Recital C above and concurrently hereof, the Guarantor has executed that certain Modification of Deed of Trust.

     2.       Application of Payments. Any payment made by the Guarantor under this Guaranty shall be effective to reduce or discharge the liability of the Guarantor hereunder without further notice of any kind.

     3.       Continuing Guaranty. Except as otherwise provided herein, this Guaranty shall continue to be in force and be binding upon the Guarantor until the Note has been paid in full.

     4.       Enforcement. This Guaranty may be enforced by the Holder without first resorting to or exhausting any other remedies, security or collateral, provided, however, that nothing herein contained shall prevent the Holder from suing on the Note or from exercising any other rights thereunder.

     5.       Insolvency Proceedings. This Guaranty shall remain and continue in full force and effect notwithstanding, and shall not be modified or discharged as a result of, the institution by or against the Maker of bankruptcy or insolvency proceedings of any nature.

     6.       Termination. This Guaranty shall terminate when the Note has been paid in full.

     7.       General Provisions.

          (a)       No delay on the part of the Holder in the exercise of any power or right shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right.

          (b)       This Guaranty may not be assigned by Guarantor.

          (c)       Holder may assign its interest and rights hereunder without the consent of Guarantor.

          (d)       This Guaranty is made under and shall be governed by the laws of the State of California.

          (e)       This Guaranty shall be binding upon and inure to the benefit of the respective heirs, successors, representatives and assigns of the Guarantor.

          (f)       In the event this Guaranty is placed in the hands of an attorney for enforcement, the Guarantor will reimburse the Holder for all expenses incurred, including reasonable attorneys’ fees.

          (g)       All of the terms, conditions and provisions set forth in the Deed of Trust and the Modification of Deed of Trust executed concurrently with this Amended and Restated Guaranty, which together secure the Guaranty of Guarantor are hereby incorporated herein by this reference.

     IN WITNESS WHEREFORE, the undersigned has executed this Amended and Restated Guaranty effective this 22^nd day of December, 2003.

GUARANTOR: COLORADO PACIFIC HOMES, INC. A Colorado Corporation
By:	/s/ Mark F. Spiro, CFO
By:	/s/

EX-99.(E)(15)

EXHIBIT (E)(15)

MODIFICATION OF DEED OF TRUST

     This Modification of Deed of Trust (the “Modification”) is entered into and is to be effective this 22nd day of December, 2003, with respect to that certain Promissory Note, (the “Promissory Note”) in favor of the CURCI-TURNER COMPANY, (the “Holder”) in the original principal amount of $2,350,000.00 executed by CALPROP CORPORATION, a California Corporation. (“Calprop”) and with respect to that certain Guaranty, (the “Guaranty”), dated May 24, 1999 executed by COLORADO PACIFIC HOMES, INC., a Colorado Corporation, (the ‘Guarantor”), and is based upon the following facts:

RECITALS

     A. On December 3, 1998, Calprop executed the Promissory Note in the original principal amount of $2,320,000.00 at Marina Del Rey, California in favor of Holder;

     B. On May 24, 1999, Colorado Pacific Homes, Inc., a Colorado Corporation, as Guarantor, executed its Guaranty of the Promissory Note to the Holder.

     C. Concurrently with the execution of the Guaranty and to collateralize the Guaranty, Guarantor executed a Deed of Trust, (the “Deed of Trust”), in favor of Holder which Deed of Trust granted to Holder a security interest in the real property described in the Deed of Trust. The Deed of Trust was recorded on June 28, 1999 as Document No. A9106275; 16:06:10; PG: 0001-004 of Official Records of the County of Arapahoe, State of Colorado. The Deed of Trust affects the real property described in Exhibit “A” attached hereto and incorporated herein by this reference;

     D. Effective September 1, 1999, Curci-Turner Company, a California General Partnership was merged into and became part of Curci-Turner Company, a Limited Liability Company, (the “LLC”). As hereinafter used in this Modification, the term Holder shall mean the LLC and its successors and assigns.

     E. On June 19, 2002, the Note was amended by Amendment No. One (1) to Promissory Note to extend the Maturity Date to July 31, 2003.

     F. On July 19, 2003, the Note was further amended by Amendment No. Two (2) to Promissory Note to extend the Maturity Date to January 28, 2004.

     G. Concurrently with the execution of this Modification of Deed of Trust, Calprop and Holder have executed that certain Amendment No. Three (3) to Promissory Note to provide for a loan of additional funds in the amount of $1,900,000.00 from Holder to Calprop which amount when added to the then existing outstanding principal balance of the Note brought the outstanding principal balance of the Note to $4,291,145.97, (the “Principal”).

     H. Additionally, Amendment No. 3 to Promissory Note provided for an extension of the Maturity Date to June 30, 2004.

     I. Guarantor concurrently with the execution of this Modification of Deed of Trust executed its Amended and Restated Guaranty of the Promissory Note as amended by Amendments One (I), Two (2) and Three (3) described above in Recitals E, F and G.

     J. Guarantor, and Guarantor’s successors, assigns and successor Grantors under the Deed of Trust, now wish to modify the Deed of Trust to provide, among other things, for the collateral guaranty of the Promissory Note to be increased by the additional $1,900,000.00 to be advanced by Holder to Calprop.

     NOW, THEREFORE, in consideration of the promises contained herein, additional to those already made and for the purpose of inducing Holder to advance the additional funds to Calprop, Guarantor, as Grantor under the Deed of Trust, and the Curci-Turner Company, as Holder of the Promissory Note and Beneficiary under the Deed of Trust, hereby agree to modify the Deed of Trust in only the following respects:

     1. This Modification to Deed of Trust has been executed by Guarantor, as a guarantee in addition to or other than Calprop’s obligation under the Promissory Note in the original principal amount of $2,350,000.00 or other indebtedness (the “Indebtedness”), which the Deed of Trust guarantees and secures full repayment.

     2. Guarantor hereby agrees to increase the amount of its Guarantee secured by this Deed of Trust from $2,350,000.00 to $4,291,145.97 in accordance with the provisions of Amendment No. Three referred to in Recital G above.

     3. The Guarantor, its successor and assigns, hereby authorizes the Holder at any time in its discretion without notice or demand and without affecting the Indebtedness and liabilities of the Guarantor hereunder to:

          (a) Enter into agreements with Calprop and in accordance therewith, renew, extend, amend, waive, restructure, refinance, release, accelerate or otherwise change the time for payment of, or otherwise change the terms of the indebtedness, including (i) increase or decrease in the indebtedness or the rate of interest on the indebtedness and (ii) any amendment of the indebtedness to permit the Holder to extend further or additional accommodations to Calprop in any form, including credit by way of loan, lease, sale or purchase of assets, guarantee, or otherwise, which shall thereupon be and become subject to the indebtedness and (iii) to subordinate the Deed of Trust to additional obligations secured by deeds of trust to be secured by the real property securing this Deed of Trust.

          (b) Accept new or additional documents, instruments or agreements relative to the indebtedness;

          (c) Consent to the change, restructure or termination of the individual, partnership, or corporate structure or existence of Calprop, Guarantor or an affiliate of Calprop or Guarantor and correspondingly restructure the indebtedness;

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          (d) Accept partial payments on the indebtedness;

          (e) Take and hold collateral, and direct the order and manner of sale thereof as the Holder in its sole discretion may determine;

          (f) Apply any collateral, and direct the order and manner of sale thereof as the Holder in its sole discretion may determine;

          (g) Settle, release on terms satisfactory to the Holder or by operation of law or otherwise, compound, compromise, collect or otherwise liquidate the Indebtedness and/or collateral or any guaranty therefor in any manner, whether in liquidation, reorganization, receivership, bankruptcy or otherwise;

          (h) Release Calprop or any other party for all or any part of the Indebtedness; or

or

          (i) Assign the Indebtedness or the Deed of Trust in whole or in part.

     3. Guarantor’s obligations under the Deed of Trust are independent and separate of those of any other person or entity. The Holder may bring a separate action against the Guarantor and Guarantor waives any right to require the Holder to proceed against Calprop or any other person, firm or corporation or to proceed against or exhaust any other security held by it at any time or to pursue any other remedy in its power and Guarantor agrees that the Holder shall not be obligated to resort to any other security, including security given by Calprop, with any priority, in any particular order or at all even if such action destroys, alters or otherwise impairs subrogation rights of Guarantor, or the rights of Guarantor to proceed against Calprop for reimbursement, or both.

     4. Guarantor, its successors or assigns, hereby waives and agrees not to assert or take advantage of:

          (a) Any right to require Holder to proceed against Calprop or any other person or any security now or hereafter held by the Holder or to pursue and other remedy whatsoever.

          (b) Any defense based upon any legal disability of Calprop or any other person, or any discharge of limitation of the liability of Calprop or any other person, to the Holder, or any restraint or stay applicable to actions against Calprop or any other person, whether such disability, discharge, limitation, restraint or stay is consensual, or by order of a court or other governmental authority, or arising by operation of law or any liquidation, reorganization, receivership, bankruptcy, insolvency, or debtor-relief proceeding, or from any other cause;

          (c) Presentment, demand, protest, setoffs, counterclaims, and notice of any kind;

          (d) Any defense based upon the modification, renewal, extension or other alteration of the indebtedness;

3

          (e) Any defense based upon the negligence of the Holder, including, without limitation, the failure to record an interest under a deed of trust, the failure to perfect any security interest, or the failure to file a claim in any bankruptcy of Calprop, Guarantor or of any other person;

          (f) Any defense based upon a statute of limitations to the fullest extent permitted by law and any defense based upon the Holders delay in enforcing the Deed of Trust;

          (g) All rights of subrogation, reimbursement, indemnity, all rights to enforce any remedy that the Holder may have against Calprop or any other person, and all rights to participate in any security held by the Holder for the Indebtedness, until the Indebtedness has been performed in full, and any defense based upon the impairment of any subrogation rights that Guarantor might have;

          (h) Any defense based upon or arising out of any defense which Calprop may have to the performance of any part of the Indebtedness;

          (i) Any defense to recovery by the Holder of a deficiency after nonjudicial sale of real or personal property, any defense based upon the unavailability to the Holder of recovery of a deficiency judgment after nonjudicial sale of real or personal property.

          (j) Any defense based upon the death, incapacity, lack or authority or termination of existence or revocation thereof by any person or entity or persons or entities, or the substitution of any party hereto;

          (k) Any defense base upon or related to Guarantor’s tack of knowledge as to Calprop’s financial condition; and

          (l) Any defense or right based upon the acceptance by the Holder or an affiliate of the Holder of a deed in lieu of foreclosure, without extinguishing the debt, even if such acceptance destroys, alters or otherwise impairs subrogation rights of Guarantor, or the right of Guarantor to proceed against Calprop for reimbursement, or both,

     5. Guarantor, by execution hereof, represents to the Holder that the relationship between Guarantor and Calprop is such that Guarantor has access to all relevant facts and information concerning the Indebtedness and Calprop and that the Holder can rely upon Guarantor having such access. Guarantor waives and agrees not to assert any duty on the part of the Holder to disclose to Guarantor any facts that it may now or hereafter know about Calprop, regardless of whether the Holder has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor. Guarantor is fully responsible for being and keeping informed of the financial condition of Calprop and all circumstances bearing on the risk of nonpayment of any Indebtedness hereby secured.

     6. Upon a default under the Indebtedness, or any part thereof, Holder may elect to foreclose nonjudicially or judicially against any real or personal property security it holds for the Indebtedness or any part thereof, or exercise any other remedy. No such action by Holder will release or limit the liability of Guarantor, even if the effect of that action is to deprive Guarantor of the right to collect reimbursement from Calprop or any other person for any sums paid to

4

Holder, or to obtain reimbursement by means of any security held by Holder for the Indebtedness or to impair any right of Guarantor of subrogation.

          (a) Guarantor understands that the exercise by Holder of certain rights and remedies may eliminate Guarantor’s right of subrogation against Calprop, if any, and that Guarantor may therefore succeed to a partially or totally non-reimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Holder to exercise in its sole discretion, any rights and remedies, or any combination of rights and remedies that may then be available, since it is the Intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances.

          (b) Guarantor understands that if Holder elects to foreclose non-judicially against any real property security Holder holds for the indebtedness or any part thereof, Guarantor may have subrogation rights that might be destroyed.

     7. Guarantor waives demand, protest and notice of any kind including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of new or additional indebtedness or of any action or non-action on the part of Calprop, the Holder, any endorser, any creditor of Calprop or Guarantor under this or any other instrument, or any other person whatsoever, in connection with any Indebtedness or evidence of Indebtedness held by the Holder as collateral or in connection with any Indebtedness secured hereby.

     8. With or without notice to Guarantor, the Holder, in its sole discretion, at any time and from time to time, in such manner and upon such terms as it considers best, may (a) apply any and all payments or recoveries .from Calprop, from Guarantor, from any Guarantor or endorser, or realized from any security, in such manner, order and priority as the Holder elects, to any indebtedness of Calprop to the Holder whether or not such indebtedness is secured hereby or is otherwise secured or is due at the time of such application; and (b) refund to Calprop any payment received by the Holder upon any indebtedness hereby secured and payment of the amount refunded shall be fully secured hereby.

     9. No exercise or non-exercise by the Holder of any right hereby or otherwise given it, no dealing by the Holder with Calprop or any other person, and no change, impairment or suspension of any right or remedy of the Holder shall in any way affect any of the obligations of Guarantor hereunder or give Guarantor any recourse against the Holder.

     10. If any term or provision of the Deed of Trust, this Modification or the application thereof to any person, entity or circumstances shall to any extent be invalid or unenforceable, the remainder of the Deed of Trust, this Modification or the application of such terms or provisions to persons, entities, or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of the Deed of Trust and this Modification shall be valid and enforceable to the fullest extent permitted by law.

     11. All of Holder’s remedies are cumulative. No delay or failure by Holder to exercise any right or remedy against Guarantor or any other person will be construed as a waiver of that right or remedy. All Indebtedness under the Deed of Trust and this Modification are joint and several.

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     12. The Deed of Trust together with this Modification thereto shall create a continuing security interest in the security interests granted which secures the Indebtedness including any indebtedness arising in subsequent and successive transactions. Guarantor hereby waives any right to revoke the Deed of Trust or Modification thereto and any other benefits or defenses and expressly agrees that the Deed of Trust and Modification shall apply and be irrevocable with respect to any indebtedness created or incurred after actual receipt by Holder of any written notice of revocation by Guarantor which indebtedness arises out of any extension, renewal, advance, additional advances, refunding, replacement or modification of any indebtedness originally created prior to the actual receipt of such written notice regardless of whether such extension, renewal, advance, additional advance, refunding, replacement or modification occurs prior to or after such revocation.

     13. In the event the terms or provisions of the Deed of Trust differ from or are in any way inconsistent with the terms and provisions of this Modification, the terms and provisions of this Modification shall be deemed to govern the obligations, rights and relationship of the Holder and Guarantor.

     14. The parties hereby adopt the fads as set forth in the Recitals as the basis for and in consideration of the entering into this Amendment.

     15. Except as modified herein, all other terms and conditions of the Deed of Trust shall remain unchanged and in full force and effect.

     Executed on December 22, 2003 at Marina Del Rey, California.

COLORADO PACIFIC HOMES, INC. A Colorado Corporation
By:	/s/ Mark F. Spiro

By:  

When Recorded, Mail to:

CURCI-TURNER COMPANY
Post Office Box 1549
Newport Beach, CA 92659

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EXHIBIT “A”

LEGAL DESCRIPTION

     The land referred to in this Modification to Deed of Trust is described as follows:

The 94 — Lot Project located in the Saddle Rock Golf Club South
Subdivision Filing No. 5, County of Arapahoe, State of Colorado,
more specifically described as:

Lots 19 through 26, inclusive, Block 1;
Lots 1 through 44, inclusive, Black 2
Lots 1 through 6, inclusive, Block 3
Lots 1 through 5, inclusive, Block 4;
Lots I through 15, inclusive, Block 5;
Lots 1 through 16, inclusive, Block 6;

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State of California
	}	ss.
Count of Los Angeles

On December 23, 2003 before me, Doris Baron personally appeared Mark L. Spiro, CFO

þ personally known to me

o proved to me on the basis of satisfactory evidence

to be the person whose name is subscribed to the within instrument and acknowledged to me that he she they executed the same in his authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hard and office seal

          /s/ Doris Baron

Signature of Notary Public

EX-99.(E)(16)

Exhibit (E)(16)

GUARANTY

     THIS GUARANTY is made this 22^nd day of December 2003, by VICTOR ZACCAGLIN, Trustee of the Victor and Hannah Zaccaglin Trust dated March 20, 1992, (the “Guarantor”), with reference to the following:

     A.       The Curci-Turner Company, LLC, a California Limited Liability Company, (“Lender”), has loaned to Calprop Corporation, a California corporation (“Borrower”), the principal sum of $2,391,145) on the terms and conditions described in a Note dated December 3, 1998, as amended (the “Note”).

     B.       Concurrently with the date hereof, Lender has agreed to loan an additional $1,900,000, and Lender and Borrower have agreed to amend the Note to increase the outstanding principal balance to $4,291,145.

     C.       The issuance of this Guaranty by the Guarantor is a material inducement for Lender to extend the additional funds to Borrower and to amend the Note as described in paragraph B above.

     D.       The Guarantor will be directly benefited by the funds loaned to Borrower on the Note and therefore desires to give the Guaranty set forth hereinafter in order to induce Lender to loan the additional funds to Borrower and to amend the Note.

     NOW, THEREFORE, in consideration of the promises and for the purpose of inducing the Lender to loan additional funds to Borrower and amend the Note as hereinabove described, the Guarantor:

     1.       Unconditionally and absolutely guarantees to Lender the due and punctual payment of the principal balance of the Note (which at the date hereof is $4,291,145), the interest thereon and any other monies due to which may become due thereon and the due and punctual performance and observance by the Borrower of all the other terms, covenants and conditions of the Note.

     2.       Waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payments, and indulgences and notices of every kind, and consents to any and all forbearances and extensions of time of payment of amounts due under the Note, and to all changes or any other documents evidencing or securing payment of the Note hereafter made or granted, and to any substitutions, exchanges, or releases of all or any part of the collateral therefore, it being the intention hereof that the Guarantor shall remain liable, as principal, to and until the unpaid principal amount of the Note, with interest thereon and any other sums due or to become due thereon shall have been fully paid to Lender.

     3.       Waives the benefit of any statute of limitations affecting his liability hereunder or enforcement thereof, and this Guaranty and Guarantor’s obligations hereunder shall survive termination of Borrower’s obligations under the Note.

     4.       Agrees that the Guarantor shall have no right of subrogation whatsoever with respect to amounts payable or to become payable to Lender under the Note until the Lender shall have received payment in full of all sums at any time due by Borrower to Lender under the Note and Borrower has fully and faithfully performed all of its obligations and duties to Lender under the Note.

     5.       Agrees that this Guaranty may be enforced by the Lender without first resorting to or exhausting any other remedies, security or collateral, provided, however, that nothing herein contained shall prevent the Lender from suing on the Note or from exercising any other rights thereunder.

     6.       Agrees that this Guaranty shall be a continuing Guaranty, and shall not be discharged, impaired or affected by: (i) the extension or continuance of any obligation on the part of the Borrower on or with respect to the Note; (ii) the power or authority or lack of power or authority of the Borrower to execute the Note, (iii) the validity or invalidity of the Note; (iv) the existence or non-existence of Lender as a legal entity; (v) any sale, pledge, surrender, alteration, substitution, exchange, modification or other disposition of any of the indebtedness hereby guaranteed, all of which the Lender is expressly authorized to make from time to time; (vi) the acceptance by Lender of any, all or part of the indebtedness evidenced by the Note, or any failure, neglect or omission on the part of Lender to realize on or protect any of the indebtedness evidenced by the Note; (vii) the failure by Lender or anyone acting on behalf of Lender to perfect any lien or security interest upon any collateral given at any time to secure the payment of the Note.

     7.       Agrees that this Guaranty shall remain and continue in full force and effect notwithstanding, and shall not be modified or discharged as a result of, the institution by or against the Borrower of bankruptcy, or insolvency proceedings of any nature; and if Borrower shall be adjudicated a bankrupt or insolvent or shall make an assignment for the benefit of creditors, Guarantor shall, at the option of Lender, become unconditionally liable to pay immediately to Lender the aggregate amount of all monies due or to become due and payable to Lender under the Note as though all such amounts have become past due.

     8.       Agrees that nothing in this Guaranty shall be construed to relieve, modify or alter any of the covenants, obligations, duties, representations or warranties of Borrower under or in connection with the Note, nor shall performance by Guarantor of its obligations hereunder relieve Borrower of any obligation or liability to Lender except to the extent that such liability has been fully satisfied by Guarantor hereunder.

     9.       Agrees that during the term of this Agreement, the Guarantor will not take any action, or omit to take any action, that would interfere with the faithful and timely

2

performance of its obligations, or representations or warranties under or in connection with the Note.

     10.       Represents and warrants that:

          A.       The Note has been duly authorized and executed by the Borrower, is in full force and effect and is a valid and binding obligation of the Borrower enforceable in accordance with their respective terms;

          B.       Victor Zaccaglin is the Trustee of Guarantor and is duly authorized by Guarantor to execute this Guaranty;

          C.       This Guaranty has been executed by the Guarantor and is in full force and affect and is a valid and binding obligation of the Guarantor enforceable in accordance with its terms;

          D.       The Trust is duly formed, existing and that the provisions in the Trust designating Victor Zaccaglin as Trustee are still in full force and effect and have not been amended, revoked or modified in any manner.

     11.       Agrees that this Guaranty shall be binding upon and inure to the benefit of the respective heirs, successors, representatives and assigns of the Guarantor.

     12.       Agrees that Lender may assign its interest and rights hereunder without the consent of Guarantor.

     13.       Agrees that in the event this Guaranty is placed in the hands of an attorney for enforcement, the Guarantor will reimburse the Lender for all expenses incurred, including reasonable attorney’s fees.

     14.       Agrees that this Guaranty shall be governed by and construed in accordance with the laws of the State of California, and hereby designates Borrower as its agent for service of process, and agrees that Borrower need not be joined as a part of any action brought by Lender hereunder.

     15.       Agrees that this Guaranty shall become effective upon the date of Guarantor’s execution hereof and, shall continue in full force and effect until such time as all of the obligations, representations and warranties of Borrower under or in connection with the Note have been fully performed or satisfied by Borrower or by Guarantor pursuant hereto.

[signatures appear on next page]

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     IN WITNESS WHEREFORE, the undersigned has executed this Guaranty the date set forth above.

Victor and Hannah Zaccaglin Trust Dated March 20, 1992
By:	/s/Victor Zaccaglin
	Victor Zaccaglin, Trustee

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EX-99.(E)(17)

Exhibit (E)(17)

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS

     THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of the 6th day of May, 2004, by and between Colorado Pacific Homes Inc., a Colorado corporation (“Seller”) and VLZ Development, LLC, a Colorado limited liability company (“Buyer”).

RECITALS

     A.       Seller is a wholly owned subsidiary of Calprop Corporation, a California Corporation (“Calprop”).

     B.       Seller is the owner of certain real property located in the City of Aurora (“City”), County of Arapahoe (“County”), State of Colorado, that is:

          (i)       subject of Tract Map (the “Tract Map”) known as the Saddle Rock Golf Club South Division Filing No. 5 that subdivides the foregoing real property into approximately ninety two (92) single-family residential lots (each a “Lot” and collectively the “Lots”); and

          (ii)       subject to that certain Deed of Trust (the “Deed of Trust”) executed by Seller in favor of the Curci-Turner Company, a California limited liability company (“Holder”); said Deed of Trust was recorded on June 28, 1999 as Document No. A9106275; 16:06:10; PG: 001-004 of Official Records of the County.

     C.       Subject to the prior written consent of the Holder, Buyer desires to purchase a portion of the foregoing real property consisting of ten (10) partially completed homes on ten (10) Lots (as more particularly described below in Article II) from Seller, and Seller desires to sell said real property to Buyer, on the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals and mutual agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

ARTICLE I
EFFECTIVE DATE

     This Agreement shall be effective (the “Effective Date”) when a fully executed copy of this Agreement (or a fully executed copy in counterparts) is deposited with North American Title Insurance Company (sometimes referred to herein as the “Title Company”). The Title Company is hereby instructed to immediately notify each party to this Agreement of the Effective Date. In addition, each signatory of this Agreement on behalf of Buyer or Seller shall insert the date on which he, she or it signs this Agreement. The last date so inserted shall be the “Execution Date.”

ARTICLE II
PROPERTY SUBJECT TO AGREEMENT

     Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms, covenants and conditions set forth herein, all of the following property:

     (a)       Land. The land consists of the following Lots known as: (i) Lots 1, 2 and 3 of Block 6; (ii Lots 11, 12, 13, 14, and 15 of Block 5; (iii) Lot 5 of Block 3; and (iv) Lot 14 of Block 2, as more particularly described and depicted on Exhibit A attached hereto and incorporated herein by reference (collectively referred to as the “Land”). The Land includes, without limitation, any and all permits, entitlements, and easements for ingress, egress and access across adjoining property or from the adjoining public streets or roadways and all water rights, if any, appurtenant or attributable to the Land;

     (b)       Improvements. All finished and/or unfinished buildings, structures, fixtures, landscaping and other improvements located on the Land (collectively, the “Improvements”). The Land and the Improvements are collectively referred to herein as the “Real Property”;

     (c)       Leases. All of Seller’s right, title and interest as Lessor in and to any and all leases (the “Leases”), if any, that related to the Real Property and set forth on Exhibit B attached hereto and by this reference incorporated herein;

     (d)       Contracts. All of Seller’s right, title and interest in and to the service contracts affecting the Real Property (the “Contracts”) and described in Exhibit C attached hereto and by this reference incorporated herein;

     (e)       Personal Property. All tangible and intangible personal property owned by Seller and relating to, affixed to, used in connection with or appurtenant to the Land and/or the Improvements, including, without limitation, all guaranties, warranties, entitlements, approvals, plans, reports and similar property, together with any office furniture and/or cleaning and maintenance equipment owned by Seller and located at the Real Property (collectively the “Personal Property”).

     (f)       Permits. All assignable permits, Licenses and “tap fees/deposits” to the extent the same pertain to the Property (collectively, the “Permits”); and

     (g)       Warranties. All assignable warranties of any contractor, manufacturer or materialmen which relate to the Improvements or the Personal Property (collectively, the “Warranties”).

     The Land, the Improvements, the Leases, the Contracts, the Personal Property, the Permits and the Warranties are collectively referred to herein as the “Property.”

ARTICLE III
PURCHASE PRICE; PAYMENT OF PURCHASE BY DEBT ASSUMPTION PRICE; NO
DEPOSIT; REVIEW PERIOD; DISAPPROVAL; AND LIQUIDATED DAMAGES

     3.1       Purchase Price. Subject to the terms, conditions and provisions contained in this Agreement, Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property to Buyer, a purchase price (the “Purchase Price”) equal to One Million Three Hundred Ninety Thousand and 00/100 Dollars ($1,390,000.00) plus Buyer’s share of all closing costs and any net prorations charged to Buyer.

     3.2       Payment of Purchase Price with Debt Assumption. Seller and Buyer acknowledge that on or about December 3, 1998, Calprop executed that certain promissory note (the “Note”) in favor of Curci-Turner, a California general partnership, the predecessor of Holder. As consideration of the conveyance of the Property to Buyer, Seller and Buyer intend that Buyer will assume, subject to the terms and conditions contained in this Agreement, a portion of the Note in the amount equal to the Purchase Price. Buyer will receive a credit towards the Purchase Price equal to that portion of the Note which is assumed by Buyer on the date of Closing.

     3.3       No Deposit. The parties hereto acknowledge and agree that Buyer shall not be required to make a “deposit” into escrow to consummate this transaction.

     3.4       Document Delivery Review Period.

          (a)       Concurrently with the execution of this Agreement, Seller shall order and deliver or cause to be delivered a preliminary title report (“Title Report”) from Title Company on the Property showing status of title to the Property, together with copies of all documents referenced in the Title Report.

          (b)       Within three (3) business days following the Effective Date, Seller shall deliver to Buyer, to the extent Seller has such items in its possession, a due diligence package comprising of physical and financial information relative to the Property (collectively, the “Property Documents”).

          (c)       Buyer shall have until 5:00 p.m. (Pacific Time) on the date that is five (5) days after the Effective Date (the “Review Period”) to conduct Buyer’s due diligence, at Buyer’s sole cost and expense, and to satisfy itself in its sole and absolute discretion, as to the condition and suitability of the Property for Buyer’s intended use. In connection with Buyer’s due diligence of the Property:

          (i)       Buyer may arrange for the preparation of an ALTA survey of the Real Property;

          (ii)       Buyer shall have the right to conduct a physical inspection of the Real Property (subject to the requirements of Section 3.4(d) below);

          (iii)       Buyer shall have the right to review and approve all underlying documents, such as covenants, conditions and restrictions, and special tax assessment information, if any; and

          (iv)       Buyer covenants to Seller that Buyer shall not and will not contact or make inquires with and government authorities, agencies, offices or officials having jurisdiction over the Property without the Seller’s prior written consent, which shall not be unreasonable withheld.

     (d)       During the Review Period, at reasonable times and upon not less than (1) business day’s prior notice to Seller, Buyer shall have the right to enter upon the Property with Buyer’s representatives, employees, lenders or agents for purposes of inspecting the Property and completing testing and examinations it deems necessary to determine the feasibility of the Property for its purposes (collectively, the “Inspections”); provided, however, that prior to entering onto the Property to conduct any inspections, Buyer shall provide Seller with evidence of liability insurance in an amount not less than One Million Dollars ($1,000,000.00), which shall be in form and substance reasonably satisfactory to Seller and shall name Seller as an additional insured. Buyer agrees to cause each Inspection report or study of the Property which is obtained from a third party to be delivered to Seller, at Buyer’s expense, if Buyer does not proceed to Closing, and Buyer will cause each such Inspection report or study to be certified (if customarily certified) to Seller. Notwithstanding the foregoing, no invasive testing of the Property such as demolition, drilling or excavation shall be conducted by Buyer or its agents unless and until Buyer shall have obtained Seller’s prior written consent thereto, which consent Seller may give or withhold in Seller’s sole and absolute discretion. In requesting such consent, Buyer shall provide Seller with a reasonably detailed description of the work to be done in connection with such invasive tests (including without limitation the precise location of any excavation, demolition or borings to be performed), together with reasonable monetary assurances in the form of a bond, insurance policy, or otherwise, that any damage caused to the Property by such invasive testing will be immediately remediated at no cost to Seller. Seller and/or Seller’s agent(s) shall have the right to be present at and to observe any invasive testing of the Property. The provision of such assurances shall not, however, in any way affect Buyer’s obligations under Section 3.6.

     (e)       Upon demand, Buyer does hereby agree to unconditionally indemnify Seller and its respective affiliated corporations, limited liability companies, partnerships, shareholders, member, officers, directors, employees, independent contractors, personal representatives, heirs, attorneys, agents, and assigns (individually, a “Indemnified Party” and collectively, the “Indemnified Parties”) against, and to protect, save and keep harmless the Indemnified Parties from, and to pay on behalf of or reimburse the Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”), that may be imposed on or incurred by any Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of the negligence or willful misconduct of Buyer, Buyer’s employees, agents, contractors and/or subcontractors and/or the contractors or subcontractors of such agents in connection with any aspect of the Inspections, regardless of whether or not said Inspection occurred before the execution of this Agreement; provided, however, Buyer shall have no obligation to indemnify an Indemnified Party for any Losses arising solely from the negligence or willful misconduct of an Indemnified Party.

     (f)       The obligations of Buyer under paragraphs (d) and (e), above, shall survive termination of this Agreement.

     3.5       Approval/Disapproval.

     (a)       On or before the last day of the Review Period, Buyer may approve by written notice to Seller and the Title Company (an “Approval Notice”) or disapprove by written notice to Seller and the Title Company (a “Disapproval Notice”) the Property, Property Documents and the due diligence items referenced within Section 3.4(b). Unless Buyer delivers a Disapproval Notice on or before the expiration of the Review Period, Buyer shall be conclusively deemed to have approved all matters associated with the Property, and to have elected to proceed to Closing. If, however, Buyer timely delivers a Disapproval Notice, this Agreement shall be deemed terminated without further action of either Buyer or Seller.

     (b)       If Buyer disapproves in writing any title matter shown in the Preliminary Report within the Review Period or/within three (3) business days of receiving new exceptions as referenced in paragraph 5.1, below, (“Title Objection”), Seller shall notify Buyer, within five (5) business days of Buyer’s Title Objection, whether or not Seller will cure such disapproved title matter prior to Closing. Failure of Seller to notify Buyer that Seller will cure such disapproved title matter, shall be deemed Seller’s election not to cure such title matter prior to Closing. If Seller does not respond to Buyer’s Title Objection as provided above, or if Seller notifies Buyer that Seller will not cure such disapproved title matter, Buyer shall, within three (3) business days of such notification, either waive its objection to such Title Objection or elect to terminate this Agreement. If Buyer elects to terminate this Agreement as provided in the preceding sentence, then this Agreement shall be deemed terminated without further action of either Buyer or Seller. Failure of Buyer to notify Seller that Buyer elects to terminate this Agreement shall be deemed Buyer’s waiver of its title objection and Buyer’s agreement to proceed to Closing.

     3.6       Restoration of Property. If Buyer elects to cancel this Agreement as set forth in Section 33, Buyer shall, at its sole expense, restore the Property to its condition existing prior to any testing and examination which it conducts on the Property. Buyer also agrees to keep all information and reports obtained from Seller or relating to the Property or the proposed transaction confidential and Buyer will not disclose such information or reports to any person or entity, except for Buyer’s experts or consultants relating to the proposed purchase and sale, without obtaining the prior written consent of Seller. Buyer agrees to indemnify Seller and hold Seller harmless from any loss, cost, liability, expense, damage, or injury to person or property arising out of Buyer’s exercise of the rights granted in this Article. This indemnification obligation shall survive the termination of this Agreement or the Closing.

     3.7       Contracts. If Buyer delivers an Approval Notice, on or before the last day of the Review Period Buyer shall notify Seller in writing as to which of the Contracts Buyer elects to assume at Closing. Seller shall notify the vendors under those Contract(s) which Buyer has not agreed to assume that, provided that Closing occurs hereunder, such Contracts shall terminate, effective as of the Closing Date; provided however, if any such non-assumed Contract does not permit Seller to terminate same within thirty (30) days or requires that Seller pay a fee to terminate same prior to Closing, Buyer shall be required at Closing to assume all obligations

thereunder until the effective date of the termination and to assume the obligation to pay, or to reimburse Seller for the payment of; the termination fee.

     3.8       Liquidated Damages. IF BUYER DEFAULTS HEREUNDER, THEN SELLER UNILATERALLY AND AT ITS OPTION MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN DEMAND TO BUYER AND TITLE COMPANY. THEREUPON, (i) SELLER SHALL BE RELIEVED OF ANY OBLIGATION TO SELL THE PROPERTY TO BUYER., (ii) TITLE COMPANY SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (iii) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (iv) BUYER SHALL IMMEDIATELY PAY TO SELLER ANY AND ALL LEGAL FEES INCURRED BY SELLER AS A CONSEQUENCE OF, IN CONNECTION WITH, INC WENT TO, RESULTING FROM OR ARISING FROM THE NEGOTIATION, PREPARATION, PERFORMANCE AND/OR PURSUIT OF REMEDIES OF OR UNDER THIS AGREEMENT. AND (v) AFTER THE FOREGOING ITEMS HAVE BEEN SATISFIED, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER. EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

     BUYER AND SELLER AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO ESTIMATE THE AMOUNT OF DAMAGES SELLER MIGHT SUFFER IN THE EVENT OF BUYER’S DEFAULT HEREUNDER. THE PARTIES HEREBY AGREE THAT THE DELIVERY OF THE FOREGOING AMOUNTS TO SELLER IN THE EVENT OF BUYER’S DEFAULT REPRESENTS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES, DO NOT CONSTITUTE A PENALTY, AND SHALL CONSTITUTE SELLER’S SOLE REMEDY AT LAW OR IN EQUITY FOR ANY BREACH BY BUYER.

Seller’s Initial’s 

Buyer’s Initials 

ARTICLE IV
      “AS IS, WHERE IS” SALE

     4.1       “AS IS. WHERE IS” Sale. As an essential inducement to Seller to sell the Property to Buyer on the terms and conditions set forth in this Agreement, and except as otherwise provided in this Agreement, Buyer acknowledges, understands and agrees as follows:

     (a)       (i) Buyer is a sophisticated purchaser and is familiar with the Property; (ii) neither Seller nor any of its agents, brokers or employees has made and does not make any representations or warranties of any kind whatsoever, whether oral or written, express or implied, with respect to the Property; and (iii) the Property is being sold to Buyer in its present “AS IS, WHERE IS” condition, with all faults.

     (b)       In particular, but without limiting the generality of subsection (a) above, and except as provided in Section 9.2, neither Seller nor any of its agents, brokers, attorneys or employees has made and does not make any representations or warranties, whether oral or

written, express or implied, with respect to the economic value of the Property, adequacy of water, sewage or other utilities serving the Property, the fitness or suitability of the Property for Buyer’s intended uses or the present use of the Property, or the physical condition, occupation or management of the Property, the development potential of the Property, its compliance with applicable statutes, laws, codes, ordinances, regulations or requirements relating to leasing, zoning, subdivision, planning, building, fire, safety, health or environmental matters (including, without limitation, the presence or absence of asbestos, petroleum products or toxic or hazardous substances), compliance with covenants, conditions and restrictions (whether or not of record), other local, municipal, regional, state or federal requirements, or other statutes, laws, codes, ordinances, regulations or requirements.

     (c)       Further, but again without limiting the generality of subsection (a) above, Seller expressly disclaims and negates as to the Property: (i) any implied or express warranty of merchantability; (ii) any implied or express warranty of habitability or fitness for a particular purpose; and (iii) any implied warranty with respect to the condition of the Property, its compliance with any zoning, Americans with Disabilities Act, or other rules, regulations, laws or statutes applicable to the Property, the past or projected financial condition of the Property (including, without limitation, the income or expenses thereof) or the uses permitted on, the development requirements for, or any other matter or thing relating to all or any portion of the Property.

     (d)       Finally, but again without limiting the generality of subsection (a) above: (i) all documents, reports, studies and other information or materials delivered or disclosed to Buyer by Seller or any party on behalf of Seller, including the Property Documents (the “Information”), if any, are being provided to Buyer for informational purposes only and only as an accommodation to Buyer; (ii) Seller has not made, is not making, and will not make any representation, warranty or promise of any kind, express or implied, concerning the accuracy or completeness of all or any part of the Information; and (iii) any inaccuracy, incompleteness or deficiency in any part of the Information shall be solely the risk and responsibility of Buyer, shall not be chargeable in any respect to Seller, and shall not form the basis of any claims by Buyer against any person or entity that prepared, authored, compiled or created any part of the Information, such claims being expressly waived and relinquished by Buyer.

     (e)       To the extent required to be operative, the disclaimers or warranties contained herein are “conspicuous” disclaimers for purposes of any applicable law, rule, regulation or order.

ARTICLE V
TITLE TO PROPERTY

     5.1       Title.

     At the Closing, Seller shall convey to Buyer fee title to the Property, subject to (i) all matters of record approved by Buyer pursuant to Section 3.5 hereof, (ii) a lien to secure payment of real estate taxes and assessments, not yet due and payable, (iii) and matters created by or with the consent of Buyer, except for monetary liens and encumbrances such as mortgages, deeds of trust and/or delinquent property taxes and assessments, by execution and delivery of a Bargain

and Sale Deed (the “Grant Deed”) in the form attached hereto as Exhibit D. Buyer’s sole recourse for a defect in record title shall be to enforce against the Title Company Buyer’s rights under the Owner’s Title Policy (as defined below). Title Company shall issue an owner’s title insurance policy (the “Owner’s Title Policy”) in the amount of the Purchase Price, which shall insure fee title to the Property in Buyer (or Buyer’s permitted successor or assign), subject to (i) all matters of record approved by Buyer pursuant to Section 3.5 hereof, (ii) a lien to secure payment of real estate taxes and assessments, not yet due and payable, and (iii) matters created by or with the consent of Buyer (collectively, the “Permitted Exceptions”). The Permitted Exceptions shall not include monetary liens and encumbrances such as mortgages, deeds of trust, mechanic’s liens and/or delinquent property taxes and assessments unless created by or with the consent of Buyer. New exceptions to title to the Property which first arise after the date hereof, other than those caused by Buyer or by persons acting at Buyer’s direction, shall be Permitted Exceptions only if approved by Buyer after notification thereof. The Owner’s Title Policy means (in addition to the description contained in the preceding sentence) an ALTA policy of title insurance containing such endorsements as Buyer may require.

ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING

     6.1       The following conditions are conditions precedent to Buyer’s obligation to purchase the Property:

     (a)       Disapproval Notice. Buyer shall not have delivered a Disapproval Notice on or prior to the expiration of the Review Period.

     (b)       Execution of Documents. Seller shall have executed all documents required to be signed by Seller hereunder.

     (c)       Representations and Warranties. All of Seller’s representations and warranties set forth in Section 9.2 hereof shall be true and correct in all material respects as of the Closing Date.

     (d)       No Termination. This Agreement shall not have been terminated pursuant to Article XI hereof.

     (e)       Compliance by Seller. Seller shall have complied in all material respects with each and every material covenant or condition of this Agreement to be kept or complied with by Seller prior to the Closing.

     6.2       Effect of Failure of Buyer’s Conditions. In the event that there shall be a failure of any of the conditions contained in Section 6.1, Buyer may, in addition to any other remedies available to Buyer, terminate this Agreement.

ARTICLE VII
SELLER’S CONDITIONS PRECEDENT TO CLOSING

     7.1       The following conditions are conditions precedent to Seller’s obligation to sell the Property:

     (a)       Disapproval Notice. Buyer shall not have delivered a Disapproval Notice on or prior to the expiration of the Review Period.

     (b)       Execution of Documents. Buyer shall have executed all documents required to be signed by Buyer hereunder.

     (c)       Representations and Warranties. All of Buyer’s representations and warranties set forth in Section 9.1 hereof shall be true and correct in all material respects as of the Closing Date.

     (d)       Compliance By Buyer. Buyer shall have complied with each and every material covenant and condition of this Agreement to be kept or complied with by Buyer.

     (e)       Delivery of Note by Holder. Holder shall have delivered the Note to the Title Company.

ARTICLE VIII
ESCROW AND CLOSING

     8.1       Escrow Instructions. Upon execution of this Agreement, the parties shall deposit an executed copy of this Agreement with Title Company. This Agreement shall serve as the instructions to Title Company to consummate the purchase and sale contemplated hereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Title Company to comply with the terms of this Agreement. If there is any conflict between the provisions of this Agreement and any supplementary escrow instructions, however, the terms of this Agreement shall control.

     8.2       Closing. The closing hereunder (the “Closing”) shall be the date the Grant Deed is recorded (the “Closing Date”). The Closing shall occur on or before May 5, 2004, unless otherwise agreed to in writing by both parties to this Agreement, time being strictly of the essence. If the Closing has not occurred by the end of business on May 5, 2004, time being of the essence, then Seller shall have the right to cancel this Agreement by written notice to Buyer and Title Company, and Buyer shall have the obligation to immediately pay Seller, as liquidated damages, all legal fees incurred by seller as a consequence of, in connection with, incident to, resulting from or arising from the negotiation, preparation, performance and/or pursuit of remedies of or under this Agreement.

     8.3       Deliveries By Seller. Seller shall deposit with Title Company, at least one business day before the Closing Date and in time sufficient to permit Title Company to record and close on the Closing Date, the following:

          (a)       The Grant Deed in the form of Exhibit D. duly executed and acknowledged by Seller and in recordable form;

          (b)       Seller’s Non-Foreign Affidavit in the form of Exhibit E. duly executed and acknowledged by Seller;

          (c)       A Bill of Sale in the form, of Exhibit F. conveying, without warranty, the Personal Property;

          (d)       Two executed counterparts of an Assignment and Assumption of Contracts, Warranties and Other Contract Rights in the form of Exhibit G;

          (e)       Any releases or other instruments required in order to convey title to the Property pursuant to Section 5.1 above; and

          (f)       Any other documents or instruments called for hereunder to be executed or delivered by Seller that have not previously been delivered by Seller to the Title Company.

     8.4       Deliveries By Buyer. Buyer shall deliver to Title Company, at least one business day before the Closing Date and in time sufficient to permit the Title Company to record and close on the Closing Date, the following:

          (a)       Cash or other good funds sufficient to pay the Purchase Price, the closing costs and any other amounts payable by Buyer in order to permit Title Company to complete the closing;

          (b)       Two executed counterparts of an Assignment and Assumption of Contracts, Warranties and Other Contract Rights in the form of       Exhibit G;

          (c)       Any other documents or instruments called for hereunder to be executed or delivered by Buyer that have not previously been delivered by Buyer to the Title Company.

     8.5       Other Instruments. Seller and Buyer shall each deposit any other documents or instruments that may be reasonably required by the other party and/or the Title Company, or that are otherwise required to close and consummate the purchase and sale of the Property in accordance with the terms hereof, including but not limited to:

          (a)       that certain promissory note (“Note 1”) to be executed by Seller in favor of Holder, or its assigns, in the form reasonably requested by Holder, or its assigns.

          (b)       that certain promissory note (“Note 2”) to be executed by Buyer in favor of Holder, or its assigns, in the form reasonably requested by Holder, or its assigns.

          (c)       that certain modification to the deed of trust (“Deed of Trust”) to be executed by Buyer in favor of Holder, or its assigns, in the form reasonably requested by Holder, or its assigns, in order to secure the obligations of Note 2.

          (d)       that certain guaranty agreement (“Guaranty 1”) to be executed by Seller and/or Calprop in favor of Holder, or its assigns, in the form reasonably requested by Holder, or its assigns, in order to secure the obligations of Note 1.

          (e)       that certain guaranty agreement (“Guaranty 2”) to be executed by Buyer in favor of Holder, or its assigns, in the form reasonably requested by Holder, or its assigns, in order to secure the obligations of Note 2.

          (f)       that certain guaranty agreement (“Guaranty 3”) to be executed by the Victor and Hannah Zaccaglini Trust dated March 20, 1992 in favor of Holder, or its assigns, in the form reasonably requested by Holder, or its assigns, for the benefit of Seller, in order to secure the obligations of Note 1.

          (g)       that certain guaranty agreement (“Guaranty 4”) to be executed by the Victor and Hannah Zaccaglini Trust dated March 20, 1992 in favor of Holder, or its assigns, in the form reasonably requested by Holder, or its assigns, for the benefit of Buyer, in order to secure the obligations of Note 2.

     8.6       Prorations and Apportionments.

          (a)       All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated as of the Closing Date, based on a three hundred sixty-five (365) day year (the “Prorations”). Seller shall be charged and credited for such Prorations up to the Closing Date and Buyer shall be charged and credited for all of the same on and after the Closing Date. Prior to Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated are not known as of the Closing Date, the Prorations shall be made on the basis of the best information then available. When actual figures are later received, a cash settlement thereof will be made between Seller and Buyer. The provisions of this Section 8.6 shall survive the Closing.

          (b)       Notwithstanding anything to the contrary in the foregoing, (i) Seller shall retain the right to receive all refunds for overpayments of real property taxes and assessments to the extent paid by Seller and attributable to the period of time on or prior to the Closing Date, and Seller shall have the sole right to prosecute an appeal or claim with respect to such amounts, and (ii) all obligations discovered following the Closing with respect to property taxes and assessments allocable to periods prior to the Closing shall be satisfied in full by Seller promptly following Buyer’s request to do so.

     8.7       Costs and Expenses. Seller shall pay all real estate transfer taxes and the cost of a standard CLTA Owner’s Policy of Title Insurance. Buyer shall pay the incremental cost for ALTA title insurance coverage, if desired, together with any costs associated with providing information necessary to obtain such coverage (e.g., a survey or improvement location certificate) and any endorsements to the title policy (if requested by Buyer). Seller and Buyer shall each pay one-half of Title Company’s fees (excluding charges assessed by the Title Company for special services, which shall be paid by the party requesting or using such special services). Buyer shall pay all costs associated with any financing Buyer obtains with respect to the Property, including any lender’s policy if applicable. Other closing costs shall be apportioned in accordance with the custom and practice in Arapahoe County. Each party shall pay its own attorneys’ fees,

     8.8       Insurance: Utilities. Buyer acknowledges that Seller will cause its policies of casualty and liability insurance, if any, to be terminated with respect to the Property as of the

Closing Date. Buyer shall be responsible for obtaining its own insurance and utilities as of the Closing Date and thereafter. Any deposits for utilities made by Seller shall be refunded to Seller and Buyer shall arrange for any required replacements therefor.

     8.9       Closing. Provided that (i) Title Company has received the documents and funds described in Sections 8.3, 8.4 and 8.5 hereof, (ii) Title Company is then committed to issue the Owner’s Title Policy to Buyer pursuant to Section 5.1 hereof; and (iii) Title Company has not received prior written notice from either party to the effect that an agreement of either party made hereunder has not been performed or to the effect that any condition set forth herein has not been satisfied or waived, Title Company is authorized and instructed at 8:00 a.m. on the Closing Date to:

          (a)       Cause the Grant Deed to be recorded in the Recorder’s Office of Arapahoe County, Colorado.

          (b)       Immediately thereafter, cause Deed of Trust to be recorded in the Recorder’s Office of Arapahoe County, Colorado.

          (c)       Deliver Note 1 and Note 2 to Holder, or its assigns, in the manner specified by Seller in separate instructions to Title Company, and then Deliver the Note to Seller to be cancelled.

          (d)       Deliver Guaranty I, Guaranty 2, Guaranty 3 and Guaranty 4 to Holder, or its assigns, in the manner specified by Seller in separate instructions to Title Company;

          (e)       Deliver one fully executed original of the Assignment and Assumption of Contracts, Warranties and Other Contract Rights to each of Seller and Buyer;

          (f)       Deliver Seller’s Non-Foreign Affidavit to Buyer; and

          (g)       Deliver the Bill of Sale to Buyer.

     8.10       Notification; Closing Statements. If the Title Company cannot comply with the instructions herein (or as may be provided later), Title Company is not authorized to cause the recording or delivery of any of the foregoing documents. If Title Company is unable to cause the recording, Title Company shall notify the parties without delay. Immediately after the Closing, Title Company shall deliver to Buyer and Seller, respectively, at their addresses listed in Section 13.1 hereof, a true, correct and complete copy of the Seller’s and Buyer’s Closing Statements, in forms customarily prepared by Title Company, as well as all other instruments and documents to be delivered to Buyer and Seller.

ARTICLE IX
REPRESENTATIONS, WARRANTIES AND COVENANTS

     9.1       Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows as of the Effective Date and as of the Closing Date:

          (a)       Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein.

          (b)       This Agreement and all documents executed by Buyer that are to be delivered to Seller at the Closing are, or at the time of Closing will be, duly executed and delivered by Buyer, and the person executing this Agreement and all such documents on behalf of Buyer is and shall be duly authorized to so execute and deliver this Agreement and such documents on behalf of Buyer. This Agreement and all documents executed by Buyer that are to be delivered to Seller at the Closing are, or at the Closing will be, legal, valid and binding obligations of Buyer, and do not, and at the lime of Closing will not, violate any provisions of any agreement or judicial order to which Buyer is a party or to which Buyer is subject.

          (c)       No representations of any kind (whether oral or written, express or implied) have been made by the Seller to Buyer except as specifically provided in Section 9.2 hereof, and Buyer hereby represents and warrants to Seller that Buyer is purchasing the Property solely in reliance on Buyer’s own evaluation thereof.

     9.2       Seller’s Representations and Warranties. Seller represents and warrants to Buyer as follows as of the Effective Date and as of the Closing Date:

          (a)       Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of Colorado, is duly qualified to do business in the State of Colorado, and has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein.

          (b)       This Agreement and all documents executed by Seller that are to be delivered to Buyer at the Closing are, or at the time of Closing will be, duly authorized., executed and delivered by Seller, and the person executing this Agreement and all such documents on behalf of Seller is and shall be duly authorized to so execute and deliver this Agreement and such documents on behalf of Seller. This Agreement and all documents executed by Seller that are to be delivered to Buyer at the Closing are, or at the Closing will be, legal, valid and binding obligations of Seller, and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller is subject.

          (c)       Seller has not received written notice of any pending or threatened condemnation affecting the Property.

          (d)       Seller has not received written notice of any litigation affecting the Property that would have a material adverse effect upon the Property after the Closing Date.

          (e)       Seller is not a foreign person as defined in Section 1445 of the IRC.

     9.3       Termination of Representations and Warranties. All representations and warranties by the respective parties contained herein are intended to and shall terminate effective as of the time of Closing.

     9.4       Seller’s Covenants.

          (a)       Prior to the Closing. Seller will manage, maintain and operate the Property in the same manner as prior to executing this Agreement.

          (b)       All insurance coverages maintained by Seller with respect to the Property shall remain in effect until the Closing.

          (c)       Prior to the Closing, Seller shall not alienate, lien, encumber or otherwise transfer the Property, except as speci~1caUy permitted herein.

ARTICLE X
POSSESSION

     Seller shall deliver possession of the Property to Buyer on the Closing Date.

ARTICLE XI
LOSS BY FIRE OR OTHER CASUALTY: CONDEMNATION

     11.1       Damage or Destruction.

          (a)       If, before the Closing, a portion of the Improvements is destroyed or damaged, to an extent reasonably deemed material by either Seller or Buyer, and either such casualty is not insured by Seller or the damage cannot be repaired within one hundred eighty (180) days, this Agreement shall be automatically terminated. Thereafter, this Agreement shall be null and void and of no further force or effect and, except as provided in Sections 3.6, 14.2(b) and 14.10 hereof, neither Buyer nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason thereof, other than those rights and obligations that, by their terms, survive the termination of this Agreement In the event of such termination, the cancellation costs of the Title Company shall be borne equally by Buyer and Seller and each party shall bear its own costs incurred hereunder.

          (b)       If, before the Closing, the Improvements are damaged but such damage is covered by Seller’s insurance and can be repaired within one hundred eighty (180) days, then this Agreement shall not terminate, Buyer shall be obligated to purchase tire Property as contemplated herein, Seller shall assign to Buyer all proceeds under Seller’s policy of casualty insurance, and the Purchase Price shall be reduced by the amount of any insurance deductible and any cost and expense of restoration not covered by such insurance.

     11.2       Condemnation.

          (a)       If, before the Closing, all of the Property shall be taken by condemnation or eminent domain (or deed given under threat of eminent domain), this Agreement shall be automatically terminated. Thereafter, this Agreement shall be null and void and of no further force or effect and, except as provided in Sections 3.6, 14.2(b) and 14.10 hereof; neither Buyer nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason thereof, other than those rights and obligations that, by their terms, survive the termination of this

Agreement. In the event of such termination, the cancellation costs of the Title Company shall be borne equally by Buyer and Seller, each party shall bear its own costs incurred hereunder.

          (b)       If, before the Closing, less than all of the Property shall be taken by condemnation or eminent domain (or deed given under threat of eminent domain), then Buyer, at Buyer’s option, may terminate this Agreement by providing written notice of such termination to Seller within ten (10) days of Buyer’s receipt of written notice of the taking (Buyer’s failure to give such notice within such period shall be deemed an election to proceed with the purchase, and paragraph (c) shall apply). If Buyer does not so terminate this Agreement, paragraph (c), below, shall apply. If Buyer elects to terminate this Agreement under this paragraph (b), this Agreement shall be null and void and of no further force or effect and, except as provided in Sections 3.6, 14.2(b) and 14.10 hereof, neither Buyer nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason thereof. In the event of such termination, the cancellation costs of the Title Company shall be borne equally by Buyer and Seller and each party shall bear its own costs incurred hereunder.

          (c)       If this Agreement is not terminated in accordance with the foregoing, Buyer shall accept title to the Property subject to such taking. In such event, at the Closing the Seller’s interest, if any, in proceeds from the taking of tire Property condemned shall be assigned by Seller to Buyer and any monies previously received by Seller in connection with such taking shall be paid over to Buyer.

ARTICLE XII
ENVIRONMENTAL RELEASE

     12.1       Definitions. For purposes of this Article XII, the following terms have the meanings indicated.

     “Environmental Damages” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement of judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees, any of which are incurred at any time as a result of the existence prior to the Closing of Hazardous Material upon, about, beneath the Property or migrating or threatening to migrate to or from the Property, or the existence of a violation of Environmental Requirements pertaining to the Property, regardless of whether the existence of such Hazardous Material or the violation of Environmental Requirements arose prior to the present ownership or operation of the Property, and including without limitation:

     (i)       Damages for personal injury, or injury to property or natural resources occurring upon or off of the Property, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties;

     (ii)       Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of

such Hazardous Materials or violation of Environmental Requirements including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or reasonably necessary to make full economic use of the Property or any other property in a manner consistent with its current use or otherwise expended in connection with such conditions, and including without limitation any attorneys’ fees, costs and expenses incurred in enforcing this agreement or collecting any sums due hereunder;

     (iii)       Liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the items referenced in subparagraph (ii) herein; and

     (iv)       Diminution in the value of the Property, and damages for the loss of business and restriction on the use of or adverse impact on the marketing of rentable or usable space or of any amenity of the Property.

     “Environmental Requirements” means all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment, including, without limitation;

     (i)       All requirements, including but not limited to those pertaining to reporting, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials, chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials or wastes whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether solid, liquid, or gaseous in nature; and

     (ii)       All requirements pertaining to the protection of the health and safety of employees or the public.

     “Hazardous Material” means any substance:

     (i)       the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law;

     (ii)       which is or becomes defied as a “hazardous waste,” “hazardous substances,” pollutant or contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601 et seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. section 6901 et seq.); or

     (iii)       which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, the State of Colorado or any political subdivision thereof, or any local governmental entity with jurisdiction over the Property; or

     (iv)       the presence of which on the Property poses or threatens to pose a hazard to the health or safety of persons on or about the Property; or

     (v)       which contains petroleum, petroleum products or other hydrocarbon substances; or

     (vi)       which contains polychlorinated bipheynols (PCB’s), asbestos, urea formaldehyde foam insulation or radon gas.

     12.2       Environmental Release. Except only as provided in the following sentence, Buyer, for itself and its successors and assigns, unconditionally releases Seller, and its successors and assigns from and against any and all liability to Buyer, both known and unknown, present and future, for Environmental Damages to Buyer arising out of any violation of Environmental Requirements or the presence of Hazardous Material on, under or about the Property. The foregoing release shall not apply to (i) Hazardous Material actually introduced onto the Property by Seller or, (ii) Hazardous Materials introduced onto the Property by those persons or entities employed by or under contract with Seller, if the existence of such Hazardous Materials at the Property was actually known by Seller as of the date hereof. BUYER, AFTER CONSULTATION WITH LEGAL COUNSEL AND WITH FULL KNOWLEDGE OF THE CONSEQUENCES OF ITS ACTIONS, WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

VLZ  

Buyer’s initials 

ARTICLE XIII
INDEMNIFICATION AND RELEASE

     13.1       Buyer’s Indemnification of Calprop and Seller. Upon demand, Buyer does hereby agree to unconditionally indemnification Calprop and its respective affiliated corporations (specifically including Seller), limited liability companies, partnerships, shareholders, member, officers, directors, employees, independent contractors, personal representatives, heirs, attorneys, agents, and assigns (individually, a “Indemnified Party” and collectively, the “Indemnified Parties”) against, and to protect save and keep harmless the Indemnified Parties from, and to pay on behalf of or reimburse the Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for taxes), obligations, losses, damages, penalties, fines, demands, claims,

actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and. disbursements (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”), that may be imposed on or incurred by any Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of; or in any way related to (i) the entitlement and/or development of the Real Property or (ii) the construction of the Improvements.

     13.2       Buyer’s Release of the Indemnified Parties. Effective as of the Closing, Buyer does hereby release and forever discharge the Indemnified Parties from any and all claims of any kind or nature whatsoever, in contract, tort, or any other cause of action whatsoever, whether known or unknown, matured or unmatured, suspected or unsuspected, which Buyer ever had, now has or may have in the future as a consequence of; in connection with., incident to, resulting from or arising out of; or in any way related to (i) the entitlement and/or development of the Real Property or (ii) the construction of the Improvements, including, but not limited to, any claims for costs, expenses or attorneys’ fees in connection therewith. Except as provided in this Agreement, this release is intended as a complete and general release, leaving no claim of Buyer recognizable at law or equity excluded from such release. As stated above, Buyer agrees to give up, release, and waive all of the claims described above, and agrees to give up, release, and waive all other actions, causes of action, claims or demands that it may have against the Indemnified Parties. Buyer agrees that he, she or it shall not bring any claim, action, or lawsuit against the Indemnified Parties relating to the claims that Buyer has given up, released, and waived, nor will Buyer allow any suit to be brought on its behalf. Buyer hereby agrees to reimburse the Indemnified Parties for any cost, loss or expense, including reasonable attorneys’ fees, awards or judgments, resulting from the failure of Buyer to perform his, her or its obligations under this Agreement, and Buyer also agrees that his, her or its rights under any federal, state, or local law, rule or regulation are effectively waived by this Agreement. BUYER, AFTER CONSULTATION WITH LEGAL COUNSEL AND WITH FULL KNOWLEDGE OF THE CONSEQUENCES OF ITS ACTIONS, WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

     Buyer expressly acknowledges that he, she or it is aware that his, her or its attorney may hereafter discover claims or facts in addition to or different from those which the Buyer now knows or believes to exist with respect to the subject matter of this agreement, and it is Buyer’s intention hereby to fully, finally, and forever release all possible claims described herein that Buyer may have against the Indemnified Parties. Further, it is expressly understood that notwithstanding the discovery or existence of any such additional or different claims or facts, the releases given in this agreement shall be and remain in effect as a full and complete release with respect to all claims released under this agreement.

     13.3       Seller’ Covenant With Respect to Insurance Proceeds.

          (i)       The parties hereto acknowledge and agree that Calprop, as owner and beneficiary, owns that certain general liability insurance policy No. WT0980032 for Property (the “Policy”). The premiums for the Policy have been paid through April 14, 2004; even though Calprop will not pay any additional premiums on the Policy, the Policy does provide tail coverage for a period of ten (10) years.

          (ii)       Subject to the terms and conditions of Sections 12.1, 12.2, 13.1 and 13.2, in the even that after the Closing, a third party commences a claim, action or other proceeding (collectively referred to herein as a “Claim” for purposes of this Article XIII) against Buyer with respect to the Property, and such Claim is insured by the Policy, then, Seller covenants to Buyer that it shall cause Calprop to (i) pay the deductible for the particular Claim and (ii) assign the insurance proceeds from the Policy, if any, to Buyer.

          (iii)       The terms and conditions of this Section 13.3 shall survive the Closing and terminate on April 14, 2014.

ARTICLE X1V
MISCELLANEOUS

     14.1 Notices. Any communication, notice or demand of any kind whatsoever that either party may be required or may desire to give to or serve upon the other shall be in writing, addressed to the parties at the addresses set forth below, and delivered by personal service, by Federal Express or other national overnight delivery service, by registered or certified mail, postage prepaid, return receipt requested, or by facsimile:

     If to Seller:  Colorado Pacific Homes Inc.
Attn: Mark Spiro
l3l60 Mindanao Way, #180
Marina Del Rey, CA 90292
Telephone: 310.306.4314
Facsimile: 310.301.0435

     With a copy to:  Reish Luftman Reicher & Cohen
Attn: Bruce L. Ashton, Esq.
11755 Wilshire Blvd., 10th Floor
Los Angeles, California 90025
Telephone: (310) 478-5656
Facsimile: (310) 478-5831

     If to Buyer:  VLZ Development, LLC
Attn.: Victor L. Zaccaglini
7262 Rome Street
Aurora, CO 80016
Telephone: (303) 435-0926
Facsimile: (303) 680-0651

     If to Title Company:  North American Title Insurance Company
Attn: Jessica Torres
929 Broadway
Denver, Colorado 80203
Telephone: 303-352-2212
Facsimile: 303-573-0400
Order No. BDC 234885

     Any such notice shall be deemed delivered as follows: (a) if personally delivered, the date of delivery to the address of the person to receive such notice; (b) if sent by Federal Express, UPS, or other overnight courier service, the date of delivery to the address of the person to receive such notice; or (c) if sent by facsimile transmission, the date transmitted to the person to receive such notice if sent by 5:00 p.m. and the next business day if sent after 5:00 p.m., provided that there is evidence of such transmission printed by the sending machine. Any notice sent by facsimile transmission must be confirmed by personally delivering or mailing a copy of the notice sent by facsimile transmission. Any party may change its address for notice by written notice given to the other at least five (5) calendar days before the effective date of such change in the manner provided in this Section.

     14.2       Brokers and Finders.

          (a)       Seller represents to Buyer that Seller has not dealt with any brokers or finders in connection with the purchase and sale of the Property.

          (b)       Buyer represents to Seller that Buyer has not dealt with any brokers or finders in connection with the purchase and sale of the Property.

          (c)       In the event of any other claim for broker’s fees, finder’s fees, commissions or other similar compensation in connection herewith: (i) Buyer, if such claim is based upon any agreement alleged to have been made by Buyer, shall indemnify and defend Seller against and hold Seller harmless (using counsel reasonably satisfactory to Seller) from any and all damages, liabilities, costs, expenses and losses (including, without limitation, attorneys’ fees and costs) that Seller sustains or incurs by reason of such claim; and (ii) Seller, if such claim is based upon any agreement alleged to have been made by Seller, shall indemnify and defend Buyer against and hold Buyer harmless (using counsel reasonably satisfactory to Buyer) from any and all damages, liabilities, costs, expenses and losses (including, without limitation, attorneys’ fees and costs) that Buyer sustains or incurs by reason of such claim. The provisions of this subsection shall survive the termination of this Agreement or the Closing.

     14.3       Successors and Assigns. If Buyer delivers an Approval Notice prior to the expiration of the Review Period, Buyer shall have the right to assign its interest under this Agreement to a corporation, general or limited partnership, or limited liability company controlled by or under common control with Buyer, subject to the reasonable consent of Seller; provided, however, that in connection with any such assignment by Buyer, the assignee shall execute and deliver to Seller a written release pursuant to which the assignee thereunder will agree to assume and be bound by all of Buyer’s obligations under this Agreement, including without limitation the “AS IS, WHERE IS” provision of Section 4.1 and the Environmental

Release in Article XII. The Buyer, under any such assignment, shall not be released from any obligations hereunder and shall remain bound by all of the obligations set forth in this Agreement. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, administrators and permitted successors and assigns.

     14.4       Amendments. This Agreement may be amended or modified only by a written instrument executed by both parties.

     14.5       Interpretation. Words used in the singular shall include the plural, and vice-versa, and any gender shall be deemed to include the other. The captions and headings of the Articles and Sections of this Agreement are for convenience of reference only, and shall not be deemed to define or limit the provisions hereof. Further, each party hereby acknowledges that such party and its counsel, after negotiation and consultation, have reviewed and revised this Agreement. As such, the terms of this Agreement shall be fairly construed and the usual rule of construction, to the effect that any ambiguities herein should be resolved against the drafting party, shall not be employed in the interpretation of this Agreement or any amendments, modifications or exhibits hereto or thereto.

     14.6       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

     14.7       Merger of Prior Agreements. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written representations, statements, documents, understandings and agreements with respect thereto.

     14.8       Attorneys’ Fees and Costs. If either Buyer or Seller brings any suit or other proceeding with respect to the subject matter or the enforcement of this Agreement, the prevailing party (as determined by the court, agency or other authority before which such suit or proceeding is commenced), in addition to such other relief as may be awarded, shall be awarded reasonable legal fees, expenses and costs of investigation actually incurred. The foregoing includes, without limitation, attorneys’ fees and other legal fees, expenses and costs of investigation incurred in appellate proceedings, costs incurred in establishing the right to indemnification, or in any action or participation in, or in connection with, any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code, 11 United States Code Section 101 et seq., or any successor statutes.

     14.9       Time of Essence. Time is of the essence of this Agreement.

     14.10       Consultant Reports. If the transaction contemplated herein fails to close for any reason, Buyer shall deliver to Seller, at no cost to Seller, the results and/or copies of all such information, surveys, reports, tests, and studies, if any, provided for Buyer by third party consultants; provided, however, that Buyer hereby disclaims any representation or warranty (i) that any such materials may be assigned to or relied upon or enforced by Seller and (ii) as to the accuracy of such materials.

     14.11       No Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

     14.12       Further Acts. Each party, at the request of the other, shall execute, acknowledge (if appropriate) and deliver in a timely manner whatever additional documents, and do such other additional acts, also in a timely manner, as may be reasonably required in order to accomplish the intent and purposes of this Agreement.

     14.13       Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Agreement bad executed the same counterpart.

     14.14       No Intent To Benefit Third Parties (Except Ca1prop). Except for Calprop, Seller and Buyer do not intend by any provision of this Agreement to confer any right, remedy or benefit upon any third party, and no third party shall be entitled to enforce, or otherwise shall acquire any tight, remedy or benefit by reason of, any provision of this Agreement

     14.15       Performance Due On Day Other Than Business Day. If the time period for the performance of any act called for under this Agreement expires on a Saturday, Sunday or any other day on which banking institutions in the State of Colorado are authorized or obligated by law or executive order to close (a “Holiday”), the act in question may be performed on the next succeeding day that is not a Saturday, Sunday or Holiday.

     14.16       Deliveries of Documents. Promptly after the Closing, Seller shall provide to Buyer any as-built plans, permits and licenses, and other such documents relating to the ownership or operation of the Property, if and to the extent such items exist and are in the possession of Seller.

     14.17       Section 1031 Exchange.

          (a)       Buyer shall cooperate, at no cost to Buyer, with Seller in order to effectuate a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and in connection therewith (i) Seller shall be permitted to convey title to the Property, and assign its tights tinder this Agreement, to its constituent partners prior to the Closing (provided that any such conveyance and assignment shall not relieve Seller of its obligations under this Agreement, and such constituent partners shall assume Seller’s obligations tinder this Agreement), and (ii) Seller shall be permitted to assign this Agreement to a qualified intermediary for the purpose of completing such exchange. Notwithstanding any provision of this Agreement to the contrary, (i) in no case shall the Closing be extended or delayed in order to accommodate any such exchange, (ii) in no case shall Buyer be required to assume any additional obligation or take tide to any other property by reason of any such exchange, and (iii) Seller shall not be released from, and shall remain liable amid responsible for, all of the Seller’s duties, obligations, warranties and representations set forth in this Agreement.

          (b)       Seller shall cooperate, at no cost to Seller, with Buyer in order to effectuate a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and in connection therewith Buyer shall be permitted to assign this Agreement to a qualified intermediary for the purpose of completing such exchange. Notwithstanding any provision of this Agreement to the contrary, (i) in no case shall the Closing be extended or delayed in order to accommodate any such exchange, (ii) in no case shall Seller be required to assume any additional obligation or take title to any other property by reason of any such exchange, and (iii) Buyer shall not be released from, and shall remain liable and responsible for, all of the Buyer’s duties, obligations, warranties and representations set forth in this Agreement.

     14.18       Confidentiality. Buyer and Seller shall each keep the terms of this Agreement strictly confidential, and will not disclose or permit their respective employees or agents to disclose the terms of this Agreement, including without limitation, the Purchase Price, except such disclosure as reasonably may be necessary to Buyer’s and Seller’s respective attorneys, accountants, and representatives, and others performing due diligence services.

     [remainder of page intentionally left blank; signatures follow

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dales written below.

SELLER:
Colorado Pacific Homes Inc.,
A Colorado corporation
By:	Mark F. Spiro, CFO
Name:	Mark F. Spiro
Its:	Chief Financial Officer
BUYER:
VLZ Development, LLC,
a Colorado limited liability company
By:	/s/Victor L. Zaccaglin
Name:	Victor L. Zaccaglini
Its:	Manager
ACCEPTED & AGREED UPON
TITLE COMPANY
North American Title
By:	/s/ Jayne Paulsen
Name:
Its:	Escrow Officer

EXHIBIT A
LEGAL DESCRIPTION AND DEPICTION OF THE PROPERTY

Lot 14, Block 2.
Lot 5, Block 3,
Lots 11 through 15, inclusive, Block 5,
Lots 1, 2 and 3, Block 6,
Saddle Rock Golf Club South Subdivision Filing No. 5,
County of Arapahoe,
State of Colorado.

EXHIBIT B
LIST OF LEASES

     See attached.

None.

EXHIBIT C
LIST OF CONTRACTS

     See attached.

None.

EXHIBIT D
GRANT DEED

BARGAIN AND SALE DEED

     KNOW ALL BY THESE PRESENTS, That Colorado Pacific Homes Inc., a corporation duly organized and existing under the laws of the State of Colorado, whose address is 13169 Mindanao Way, #180, Marina del Rey, California, 90292, for the consideration of ONE MILLION THREE HUNDRED NINETY THOUSAND AND 00/100 DOLLARS ($1,390,000.00), in hand paid, hereby sell(s) and convey(s) to VLZ Development, LLC, a limited liability company duly organized and existing under the laws of the State of Colorado, whose legal address is 7262 Rome Street, Aurora, Colorado, 80016, the following real property, in the City of Aurora, County of Arapahoe and State of Colorado, to wit:

See Exhibit A attached hereto

also known by street and number as:

assessor’s schedule or parcel number:
with all its appurtenances.

     Signed this        day of                     , 2004.

COLORADO PACIFIC HOMES INC., a Colorado corporation

By:	/s/
	Mark Spiro, Chief Financial Officer

EXHIBIT D

GRANT DEED

STATE OF COLORADO	)
	)ss.
County of Arapahoe	)

     The foregoing instrument was acknowledged before me this ___day of 2004, by Mark Spiro as Chief Financial Officer of Colorado Pacific Homes Inc., a Colorado corporation.

Witness my hand and official seal.

My commission expires:
 

Notary Public 

Name and Address of Person Creating Newly Created Legal Description (§38-35-106.5, C.R.S.)

EXHIBIT TO GRANT DEED

A — Legal Description

Lot 14, Block 2,
Lot 5, Block 3,
Lots 11 through 15, inclusive, Block 5,
Lots 1 2 and 3, Block 6,
Saddle Bock Golf Club South Subdivision Filing No. 5,
County of Arapahoe,
State of Colorado.

EXHIBIT E
SELLER’S NON-FOREIGN AFFIDAVIT

     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Colorado Pacific Homes Inc., a Colorado corporation (“CPHI”), the undersigned hereby certifies the following on behalf of CPHI:

     1.       CPHI is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

     2.       CPHI’s U.S. employer identification number 95-467053 8; and

     3.       CPHI’s office address is:

13160 Mindanao Way, #180
Marina Del Rey, CA 90292
Attn.: Mark F. Spiro

     CPHI understands that this certification may be disclosed to the Internal Revenue Service by transferee arid that any false statement contained herein could be punished by fine, imprisonment or both.

     Under penalties of perjury 1 declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of CPHI

Colorado Pacific Homes Inc. a Colored corporation
By:	/s/ Mark F. Spiro
	Name:	Mark F. Spiro
	Its: Chief Financial Officer

EXHIBIT F
BILL OF SALE

     FOR VALUE RECEIVED, Colorado Pacific Homes Inc., a Colorado corporation (“Grantor”), does bargain, sell, grant, transfer, assign, and convey to VLZ Development, LLC, a Colorado limited liability company (“Grantee”), all of its right, title, and interest, if any, in and to any and all tangible personal property owned by Grantor and now at, in or upon or used in connection with the Property located in the City of Aurora (“City”), County of Arapahoe (“County”), State of Colorado, as more particularly described and depicted on Exhibit A attached hereto and incorporated herein by reference. Said tangible personal property is being sold “as is” in place, and this assignment and transfer is made (i) without representations or warranties of any kind, express or implied, by Grantor, including, without limitation, as to the condition or performance thereof, or its merchantability or fitness for a particular purpose, and (ii) without recourse of any kind, or in any event, against Grantor, and (iii) subject to any and all personal property taxes, or assessments of like nature, due arid payable from and after the date hereof.

     WITNESS WHEREOF, Grantor has executed this bill of sale as of the 6^th day of May, 2004.

GRANTOR:
Colorado Pacific Homes Inc.,
A Colorado corporation
By:	/s/ Mark F. Spiro, CFO
Name:	Mark Spiro
Its:	Chief Financial Officer

EXHIBIT TO BILL OF SALE

A — List of Personal Property

     See attached.

None.

EXHIBIT G
ASSIGNMENT AND ASSUMPTION OF CONTRACTS, WARRANTIES AND
OTHER CONTRACT RIGHTS

     THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS, WARRANTIES AND OTHER CONTRACT RIGHTS (the “Assignment”) is made as of this 6^th day of May, 2004, by and between Colorado Pacific Homes Inc., a Colorado corporation (“Assignor”), and VLZ Development, LLC, a Colorado limited liability company (“Assignee”).

     WHEREAS, Assignor arid Assignee entered into that certain that certain Purchase And Sale Agreement and Escrow Instructions dated 5/6, 2004 (the “Sales Agreement”), pursuant to which Assignor has agreed to sell to Assignee that certain property located in the City of Aurora (“City”), County of Arapahoe (“County”), State of Colorado, as more particularly described arid depicted on Exhibit A attached hereto and incorporated herein by reference.

     Assignor and Assignee are delivering this Assignment in connection with the consummation of the Sales Agreement

     NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

     1.       Effective on the date of the conveyance of the Premises by Assignor to Assignee (the “Conveyance Date”), Assignor hereby transfers, assigns and sets over unto Assignee:

          (a)       all of Assignor’s right, title arid interest, if any, in and those services and other contracts relating to the operation of the Premises as listed on Exhibit B attached hereto (the “Assumed Agreements”).

          (b)       all assignable permits and licenses to extent the same pertain to the Premises (collectively, the “Permits”); and

          (c)       all assignable warranties of any contractor, manufacturer or materialmen which relate to the Premises (the “Warranties”).

     Notwithstanding anything in this Assignment to the contrary, the foregoing assignments are made without warranty of any kind, express or implied, by Assignor and without recourse of any kind against Assignor, except as set forth herein below.

     2.       Assignee does hereby accept the foregoing assignment of Assumed Agreements and does hereby assume as of the Conveyance Date and. become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, covenants and conditions of Assignor with respect to the Assumed Agreements which are to be performed on and after the Conveyance Date with the same force and effect as if Assignee were party to the original Assumed Agreements. Assignee covenants and agrees to indemnify, save and hold harmless Assignor from and against any and all loss, liability, claims, damages, demands, interest and

penalties, attorneys’ fees, all amounts paid in settlement of any claim, expenses or causes of action arising from or related to any failure by Assignee to perform the obligations of Assignor required to be performed under the Assumed Agreements from and after the Conveyance Date.

     3.       Assignor covenants and agrees to indemnify, save and hold harmless Assignee from and against any and all loss, liability, claims, damages, demands, interest and penalties, attorneys’ fees, all amounts paid in settlement of any claim, expenses or causes of action arising from or related to any failure by Assignor to perform the obligations of Assignor required to be performed under the Assumed Agreements prior to the Conveyance Date.

     4.       If either Assignor or Assignee brings any suit or other proceeding with respect to the subject matter or the enforcement of this Agreement, the prevailing party (as determined by the court, agency or other authority before which such suit or proceeding is commenced), in addition to such other relief as may be awarded, shall be entitled to recover reasonable attorneys’ fees, expenses and costs of investigation actually incurred.

     5.       The provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[remainder of page intentionally left blank; signatures follow]

     IN WITNESS WHEREOF, the parties hereto have executed this agreement as of this 6^th day of May, 2004.

ASSIGNOR: Colorado Pacific Homes Inc., A Colorado corporation
By:	/s/ Mark F. Spiro, CFO
	Name:	Mark Spiro
	Its: Chief Financial Officer
ASSIGNEE: VLZ Development, LLC, a Colorado limited liability company
By:	Victor L. Zaccaglini
	Name:	Victor L. Zaccaglini
	Its: Manager

EXHIBITS TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS,
WARRANTIES AND OTHER CONTRACT RIGHTS
A — Legal Description

Lot 14, Block 2,
Lot 5, Block 3,
Lots 11 through 15, inclusive, Block 5,
Lots 1, 2 and 3, Block 6,
Saddle Rock Golf Club South Subdivision Filing No. 5,
County of Arapahoe,
State of Colorado.

EXHIBITS TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS,
WARRANTIES AND OTHER CONTRACT RIGHTS

B — List of Contracts

     See attached.

None.

EX-99.(E)(18)

Exhibit (E)(18)

SECURED PROMISSORY NOTE

$1,390,000.00 May 6, 2004

     THIS PROMISSORY NOTE (the “Note”) is entered into between VLZ Development, LLC, a Colorado limited liability company (“Maker”) and CURCI INVESTMENTS, LLC, a California limited liability company (“Payee”), as of the date written above with respect to the following facts:

     A.      On December 3, 1998, CALPROP CORPORATION, a California Corporation, (“Calprop”) executed a promissory note (the “Original Note”) in the original principal amount of Two Million Three Hundred Fifty Thousand and 00/100 Dollars ($2,350,000.00) in favor of CURCI-TURNER COMPANY, a California general partnership (the “Original Payee”).

     B.      On May 24, 1999, COLORADO PACIFIC HOMES, INC., a Colorado Corporation (“CPH”), executed a guaranty to secure the obligation under the Original Note (the “Original Guaranty”), which was amended and restated on December 22, 2003.

     C.      Concurrently with the execution of the Original Guaranty, and to collateralize the Original Guaranty, CPH executed a deed of trust (the “Original Deed of Trust”) in favor of the Original Payee; the Original Deed of Trust granted to Original Payee a security interest in the real property described in the Original Deed of Trust.

     D.      Effective September 1, 1999, the CURCI-TURNER COMPANY, a California general partnership was merged into and became part of CURCI-TURNER COMPANY, a California limited liability company (the “LLC”).

     E.      On June 19, 2002, the Original Note was amended by Amendment No. One (1) to extend the maturity date to July 31, 2003.

     F.      On July 19, 2003, the Original Note was further amended by Amendment No. Two (2) to extend the maturity date to January 28, 2004.

     G.      On December 22, 2003, Calprop and the LLC executed that certain Amendment No. Three (3) to the Original Note to provide for a loan of additional funds in the amount of One Million Nine Hundred Thousand and 00/100 Dollars ($1,900,000.00) from Original Payee to Calprop, and extended the maturity date to June 30, 2004. Concurrently therewith, that certain First Modification to the Original Deed of Trust (“First Modification”) was executed.

     H.      On December 24, 2003 the LLC assigned its interest in the Original Deed of Trust, as modified by the First Modification thereto, to CURCI INVESTMENTS, LLC, a California limited liability company.

     I.      CPH, concurrently with the execution of this Note, is selling specific lots to Maker, as evidenced by that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions.

     J.      As consideration for the purchase price, Maker is assuming part of the debt under the Original Note, as amended thereafter.

     K.      Concurrently with the execution of this Note, a Second Modification of the Original Deed of Trust (the “Second Modification”) is being executed to release Calprop and its property from the Original Deed of Trust, as modified thereafter.

     NOW, THEREFORE, and FOR VALUE RECEIVED, Maker promises to pay to Holder, the sum of One Million Three Hundred Ninety Thousand and 00/100 Dollars ($1,390,000.00) together with interest commencing May 6, 2004, until paid, at the rate of Twelve Percent (12%) per annum (the “Interest Rate”), calculated on a daily basis using a 365 day year.

     Except as otherwise provided herein, any and all unpaid principal, together with and all unpaid interest accrued thereon, shall be due and payable on December 31, 2005 (the “Maturity Date”). Maker reserves the right at any time to prepay all or any part of the principal balance on this Note, without penalty. Any installment shall be credited first on interest then due and the remainder on principal. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Should default be made in the payment of any installment when due, the whole sum of principal and interest shall become immediately due and payable at the option of the holder of this note. Maker agrees to pay a late charge of six percent (6%) of any installment of interest or principal not paid within ten (10) days of when due. Should suit be commenced or an attorney employed to enforce the payment of this note, the undersigned agrees to pay such additional sum as the court may adjudge reasonable as attorney’s fees. Principal and interest is payable in lawful money of the United States of America.

     This Note shall be guarantied by VICTOR ZACCAGLIN, as Trustee of the Victor and Hannah Zaccaglin Trust, dated March 20, 1992, as evidenced by that certain guaranty dated even herewith.

     This Note shall also be secured by the Original Deed of Trust, as modified by the First and Second Modifications thereto.

[remainder of page intentionally left blank; signatures follow]

Executed this 6^th day of May, 2004.

“Maker” VLZ DEVELOPMENT, LLC a Colorado limited liability company
By:	/s/ Victor L. Zaccaglini
Name:		Victor L. Zaccaglini
Its:		Manager

EX-99.(E)(19)

Exhibit (E)(19)

GUARANTY

     THIS GUARANTY (“the “Guaranty”) is made this 6th day of May, 2004, by VICTOR ZACCAGLIN, AS TRUSTEE OF THE VICTOR AND HANNAH ZACCAGLIN TRUST DATED MARCH 20, 1992, (the “Trust” or “Guarantor”), with reference to the following:

     A.      On December 3, 1998, CALPROP CORPORATION, a California Corporation, (“Borrower”) executed a promissory note (the “Original Note”) in the original principal amount of Two Million Three Hundred Fifty Thousand and 00/100 Dollars ($2,350,000.00) in favor of CURCI-TURNER COMPANY, a California general partnership (the “Original Payee”).

     B.      On May 24, 1999, COLORADO PACIFIC HOMES, INC. a Colorado Corporation (“CPH”), a wholly owned subsidiary of Borrower, executed a guaranty to secure the obligations under the Original Note (the “Original Guaranty”), which was amended and restated on December 22, 2003.

     C.      Effective September 1, 1999, the CURCI-TURNER COMPANY, a California general partnership was merged into and became part of CURCI-TURNER COMPANY, a California limited liability company (the “LLC”).

     D.      On June 19, 2002, the Original Note was amended by Amendment No. One (1) to extend the maturity date to July 31, 2003.

     E.      On July 19, 2003, the Original Note was further amended by Amendment No. Two (2) to extend the maturity date to January 28, 2004.

     F.      On December 22, 2003, Borrower and the LLC executed that certain Amendment No. Three (3) to the Original Note to provide for a loan of additional funds in the amount of One Million Nine Hundred Thousand and 00/100 Dollars ($1,900,000.00) from Original Payee to Calprop, and extended the maturity date to June 30, 2004.

     G.      On December 24, 2003 the LLC assigned its interest in that certain deed of trust (the “Original Deed of Trust”) executed by CPH in favor of Original Payee to CURCI INVESTMENTS, LLC, a California limited liability company (“Lender”).

     H.      CPH, concurrently with the execution of this Guaranty, is selling specific lots to VLZ Development, LLC, a Colorado limited liability company (“Borrower”), as evidenced by that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions.

     I.      As consideration for the purchase price, Borrower is assuming part of the debt under the Original Note.

     J.      Concurrently with the execution of this Guaranty, a second modification of the Original Deed of Trust is being executed to release Calprop and its property from the Deed of Trust.

1

     K.      Guarantor would like to execute this Guaranty to guaranty Borrower’s promissory note with Lender (the “Note”) in the amount of One Million Three Hundred Ninety Thousand Exactly Dollars ($1,390,000.00) that was executed by Borrower on May 6, 2004 .

     NOW, THEREFORE, in consideration of the promises and for the purpose of inducing the Lender to allow Borrower to assume the part of the balance of the Original Note, as evidenced by the Note as hereinabove described, the Guarantor:

     1.      Unconditionally and absolutely guarantees to Lender the due and punctual payment of the principal balance of the Note (which at the date hereof is One Million Three Hundred Ninety Thousand Exactly Dollars ($1,390,000.00)), the interest thereon and any other monies due to which may become due thereon and the due and punctual performance and observance by the Borrower of all the other terms, covenants and conditions of the Note.

     2.      Waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payments, and indulgences and notices of every kind, and consents to any and all forbearances and extensions of time of payment of amounts due under the Note, and to all changes or any other documents evidencing or securing payment of the Note hereafter made or granted, and to any substitutions, exchanges, or releases of all or any part of the collateral therefore, it being the intention hereof that the Guarantor shall remain liable, as principal, to and until the unpaid principal amount of the Note, with interest thereon and any other sums due or to become due thereon shall have been fully paid to Lender.

     3.      Waives the benefit of any statute of limitations affecting its liability hereunder or enforcement thereof and this Guaranty and Guarantor’s obligations hereunder shall survive termination of Borrower’s obligations under the Note.

     4.      Agrees that the Guarantor shall have no right of subrogation whatsoever with respect to amounts payable or to become payable to Lender under the Note until the Lender shall have received payment in full of all sums at any time due by Borrower to Lender under the Note and Borrower has fully and faithfully performed all of its obligations and duties to Lender under the Note.

     5.      Agrees that this Guaranty may be enforced by the Lender without first resorting to or exhausting any other remedies, security or collateral, provided, however, that nothing herein contained shall prevent the Lender from suing on the Note or from exercising any other rights thereunder.

     6.      Agrees that this Guaranty shall be a continuing Guaranty, and shall not be discharged, impaired or affected by: (i) the extension or continuance of any obligation on the part of the Borrower on or with respect to the Note; (ii) the power or authority or lack of power or authority of the Borrower to execute the Note, (iii) the validity or invalidity of the Note; (iv) the existence or non-existence of Lender as a legal entity; (v) any sale, pledge, surrender, alteration, substitution, exchange, modification or other disposition of any of the indebtedness hereby guaranteed, all of which the Lender is expressly authorized to make from time to time; (vi) the acceptance by Lender of any, all or part of the indebtedness evidenced by the Note, or any failure, neglect or omission on the part of Lender to realize on or protect any of the indebtedness

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evidenced by the Note; (vii) the failure by Lender or anyone acting on behalf of Lender to perfect any lien or security interest upon any collateral given at any time to secure the payment of the Note.

     7.      Agrees that this Guaranty shall remain and continue in full force and effect notwithstanding, and shall not be modified or discharged as a result of the institution by or against the Borrower of bankruptcy, or insolvency proceedings of any nature; and if Borrower shall be adjudicated a bankrupt or insolvent or shall make an assignment for the benefit of creditors, Guarantor shall, at the option of Lender, become unconditionally liable to pay immediately to Lender the aggregate amount of all monies due or to become due and payable to Lender under the Note as though all such amounts have become past due.

     8.      Agrees that nothing in this Guaranty shall be construed to relieve, modify or alter any of the covenants, obligations, duties, representations or warranties of Borrower under or in connection with the Note, nor shall performance by Guarantor of its obligations hereunder relieve Borrower of any obligation or liability to Lender except to the extent that such liability has been fully satisfied by Guarantor hereunder.

     9.      Agrees that until full repayment of the Note, the Guarantor will not take any action, or omit to take any action, that would interfere with the faithful and timely performance of its obligations, or representations or warranties under or in connection with the Note.

     10.      Represents and warrants that:

               A.      The Note has been duly authorized and executed by the Borrower, is in full force and effect and is a valid and binding obligation of the Borrower enforceable in accordance with its terms;

               B.      Victor Zaccaglin is the Trustee of Guarantor and is duly authorized by Guarantor to execute this Guaranty;

               C.      This Guaranty has been executed by the Guarantor and is in full force and affect and is a valid and binding obligation of the Guarantor enforceable in accordance with its terms;

               D.      The Trust is duly formed, existing and that the provisions in the Trust designating Victor Zaccaglin as Trustee are still in full force and effect and have not been amended, revoked or modified in any manner.

     11.      Agrees that this Guaranty shall be binding upon and inure to the benefit of the respective heirs, successors, representatives and assigns of the Guarantor.

     12.      Agrees that Lender may assign its interest and rights hereunder without the consent of Guarantor.

     13.      Agrees that in the event this Guaranty is placed in the hands of an attorney for enforcement, the Guarantor will reimburse the Lender for all expenses incurred, including reasonable attorney’s fees.

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     14.      Agrees that this Guaranty shall be governed by and construed in accordance with the laws of the State of California, and hereby designates Borrower as its agent for service of process, and agrees that Borrower need not be joined as a part of any action brought by Lender hereunder.

     15.      Agrees that this Guaranty shall become effective upon the date of Guarantor’s execution hereof and, shall continue in full force and effect until such time as all of the obligations, representations and warranties of Borrower under or in connection with the Note have been fully performed or satisfied by Borrower or by Guarantor.

     16.      Agrees, and the Lender agrees, that (i) this Guaranty is intended to replace and supercede that certain Guaranty executed by Guarantor on December 22, 2003 (the “Original Trust Guaranty”), and (ii) the Original Trust Guaranty shall be deemed to be void and no longer in full force and effect.

     The undersigned has executed this Guaranty as of the date set forth above.

Victor and Hannah Zaccaglin Trust Dated March 20, 1992
By:	/s/ Victor Zaccaglin
	Victor Zaccaglin, Trustee

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EX-99.(E)(20)

Exhibit (E)(20)

GUARANTY

     THIS GUARANTY is made this 6^th day of May, 2004, by COLORADO PACIFIC HOMES, a Colorado Corporation (“CPH” or “Guarantor”), with reference to the following:

     A.      On December 3, 1998, CALPROP CORPORATION, a California Corporation, (“Borrower”) executed a promissory note (the “Original Note”) in the original principal amount of Two Million Three Hundred Fifty Thousand and 00/100 Dollars ($2,350,000.00) in favor of CURCI-TURNER COMPANY, a California general partnership (the “Original Payee”).

     B.      On May 24, 1999, Guarantor, a wholly owned subsidiary of Borrower, executed a guaranty to secure the obligations under the Original Note (the “Original Guaranty”), which was amended and restated on December 22, 2003.

     C.      Effective September 1, 1999, the CURCI-TURNER COMPANY, a California general partnership was merged into and became part of CURCI-TURNER COMPANY, a California limited liability company (the “LLC”).

     D.      On June 19, 2002, the Original Note was amended by Amendment No. One (1) to extend the maturity date to July 31, 2003.

     E.      On July 19, 2003, the Original Note was further amended by Amendment No. Two (2) to extend the maturity date to January 28, 2004.

     F.      On December 22, 2003, Borrower and the LLC executed that certain Amendment No. Three (3) to the Original Note to provide for a loan of additional funds in the amount of One Million Nine Hundred Thousand Dollars ($1,900,000) from Original Payee to Borrower, and extended the maturity date to June 30, 2004.

     G.      On December 24, 2003 the LLC assigned its interest in that certain deed of trust (the “Original Deed of Trust”) executed by CPH in favor of Original Payee to CURCI INVESTMENTS, LLC, a California limited liability company (“Lender”).

     H.      CPH, concurrently with the execution of this Guaranty, is selling specific lots to VLZ Development, LLC, a Colorado limited liability company (“VLZ”), as evidenced by that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions.

     I.      As consideration for the purchase price, VLZ is assuming part of the debt under the Original Note.

     J.      Concurrently with the execution of this Guaranty, a second modification of the Original Deed of Trust is being executed to release Calprop and its property from the Deed of Trust.

     K.      Guarantor would like to execute this Guaranty to guaranty Calprop’s new promissory note with Lender (the “Note”) in the amount of ___Dollars ($1,469,917.17) that was executed by Calprop on May 6, 2004 .

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     NOW, THEREFORE, in consideration of the promises and for the purpose of inducing the Lender to continue to loan funds to Borrower as hereinabove described, the Guarantors:

     1.      Unconditionally and absolutely guarantees to Lender the due and punctual payment of the principal balance of the Note (which at the date hereof is ___Dollars ($1,469,917.17)), the interest thereon and any other monies due to which may become due thereon and the due and punctual performance and observance by the Borrower of all the other terms, covenants and conditions of the Note.

     2.      Waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payments, and indulgences and notices of every kind, and consents to any and all forbearances and extensions of time of payment of amounts due under the Note, and to all changes or any other documents evidencing or securing payment of the Note hereafter made or granted, and to any substitutions, exchanges, or releases of all or any part of the collateral therefore, it being the intention hereof that the Guarantor shall remain liable, as principal, to and until the unpaid principal amount of the Note, with interest thereon and any other sums due or to become due thereon shall have been fully paid to Lender.

     3.      Waives the benefit of any statute of limitations affecting its liability hereunder or enforcement thereof and this Guaranty and Guarantor’s obligations hereunder shall survive termination of Borrower’s obligations under the Note.

     4.      Agrees that the Guarantor shall have no right of subrogation whatsoever with respect to amounts payable or to become payable to Lender under the Note until the Lender shall have received payment in full of all sums at any time due by Borrower to Lender under the Note and Borrower has fully and faithfully performed all of its obligations and duties to Lender under the Note.

     5.      Agrees that this Guaranty may be enforced by the Lender without first resorting to or exhausting any other remedies, security or collateral, provided, however, that nothing herein contained shall prevent the Lender from suing on the Note or from exercising any other rights thereunder.

     6.      Agrees that this Guaranty shall be a continuing Guaranty, and shall not be discharged, impaired or affected by: (i) the extension or continuance of any obligation on the part of the Borrower on or with respect to the Note; (ii) the power or authority or lack of power or authority of the Borrower to execute the Note, (iii) the validity or invalidity of the Note; (iv) the existence or non-existence of Lender as a legal entity; (v) any sale, pledge, surrender, alteration, substitution, exchange, modification or other disposition of any of the indebtedness hereby guaranteed, all of which the Lender is expressly authorized to make from time to time; (vi) the acceptance by Lender of any, all or part of the indebtedness evidenced by the Note, or any failure, neglect or omission on the part of Lender to realize on or protect any of the indebtedness evidenced by the Note; (vii) the failure by Lender or anyone acting on behalf of Lender to perfect any lien or security interest upon any collateral given at any time to secure the payment of the Note.

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     7.      Agrees that this Guaranty shall remain and continue in full force and effect notwithstanding, and shall not be modified or discharged as a result of the institution by or against the Borrower of bankruptcy, or insolvency proceedings of any nature; and if Borrower shall be adjudicated a bankrupt or insolvent or shall make an assignment for the benefit of creditors, Guarantor shall, at the option of Lender, become unconditionally liable to pay immediately to Lender the aggregate amount of all monies due or to become due and payable to Lender under the Note as though all such amounts have become past due.

     8.      Agrees that nothing in this Guaranty shall be construed to relieve, modify or alter any of the covenants, obligations, duties, representations or warranties of Borrower under or in connection with the Note, nor shall performance by Guarantor of its obligations hereunder relieve Borrower of any obligation or liability to Lender except to the extent that such liability has been fully satisfied by Guarantor hereunder.

     9.      Agrees that until full repayment of the Note, the Guarantor will not take any action, or omit to take any action, that would interfere with the faithful and timely performance of its obligations, or representations or warranties under or in connection with the Note.

     10.      Represents and warrants that:

               A.      The Note has been duly authorized and executed by the Borrower, is in full force and effect and is a valid and binding obligation of the Borrower enforceable in accordance with its terms;

               B.      CPH has full power and authority to enter into this Guaranty and that the person executing this Guaranty on behalf of CPH is and shall be duly authorized to execute and deliver this Guaranty;

               C.      This Guaranty has been executed by the Guarantor and is in full force and affect and is a valid and binding obligation of the Guarantor enforceable in accordance with its terms;

     11.      Agrees that this Guaranty shall be binding upon and inure to the benefit of the respective heirs, successors, representatives and assigns of the Guarantor.

     12.      Agrees that Lender may assign its interest and rights hereunder without the consent of Guarantor.

     13.      Agrees that in the event this Guaranty is placed in the hands of an attorney for enforcement, the Guarantor will reimburse the Lender for all expenses incurred, including reasonable attorney’s fees.

     14.      Agrees that this Guaranty shall be governed by and construed in accordance with the laws of the State of California, and hereby designates Borrower as its agent for service of process, and agrees that Borrower need not be joined as a part of any action brought by Lender hereunder.

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     15.      Agrees that this Guaranty shall become effective upon the date of Guarantor’s execution hereof and, shall continue in full force and effect until such time as all of the obligations, representations and warranties of Borrower under or in connection with the Note have been fully performed or satisfied by Borrower or by Guarantor.

     16.      Agrees, and the Lender agrees, that (i) this Guaranty is intended to replace and supercede the Original Guaranty executed by Guarantor on May 24, 1999, as amended and restated thereafter, and (ii) the Original Guaranty, as amended and restated thereafter, shall be deemed to be void and no longer in full force and effect.

     The undersigned has executed this Guaranty as of the date set forth above.

Colorado Pacific Homes, Inc., a Colorado corporation
By:	/s/ Mark F. Spiro, CFO
Name:	Mark F. Spiro
Its:	Chief Financial Officer

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EX-99.(E)(21)

Exhibit (E)(21)

GUARANTY

     THIS GUARANTY (“the “Guaranty”) is made this 6^th day of May, 2004, by VICTOR ZACCAGLIN, AS TRUSTEE OF THE VICTOR AND HANNAH ZACCAGLIN TRUST DATED MARCH 20, 1992, (the “Trust” or “Guarantor”), with reference to the following:

     A. On December 3, 1998, CALPROP CORPORATION, a California Corporation, (“Borrower”) executed a promissory note (the “Original Note”) in the original principal amount of Two Million Three Hundred Fifty Thousand and 00/100 Dollars ($2,350,000.00) in favor of CURCI-TURNER COMPANY, a California general partnership (the “Original Payee”).

     B. On May 24, 1999, COLORADO PACIFIC HOMES, INC. a Colorado Corporation (“CPH”), a wholly owned subsidiary of Borrower, executed a guaranty to secure the obligations under the Original Note (the “Original Guaranty”), which was amended and restated on December 22, 2003.

     C. Effective September 1, 1999, the CURCI-TURNER COMPANY, a California general partnership was merged into and became part of CURCI-TURNER COMPANY, a California limited liability company (the “LLC”).

     D. On June 19, 2002, the Original Note was amended by Amendment No. One (1) to extend the maturity date to July 31, 2003.

     E. On July 19, 2003, the Original Note was further amended by Amendment No. Two (2) to extend the maturity date to January 28, 2004.

     F. On December 22, 2003, Borrower and the LLC executed that certain Amendment No. Three (3) to the Original Note to provide for a loan of additional funds in the amount of One Million Nine Hundred Thousand and 00/100 Dollars ($1,900,000.00) from Original Payee to Borrower, and extended the maturity date to June 30, 2004.

     G. On December 24, 2003 the LLC assigned its interest in that certain deed of trust (the “Original Deed of Trust”) executed by CPH in favor of Original Payee to CURCI INVESTMENTS, LLC, a California limited liability company (“Lender”).

     H. CPH, concurrently with the execution of this Guaranty, is selling specific lots to VLZ Development, LLC, a Colorado limited liability company (“VLZ”), as evidenced by that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions.

     I. As consideration for the purchase price, VLZ is assuming part of the debt under the Original Note.

     J. Concurrently with the execution of this Guaranty, a second modification of the Original Deed of Trust is being executed to release Calprop and its property from the Deed of Trust.

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     K. Guarantor would like to execute this Guaranty to guaranty Borrower’s new promissory note with Lender (the “Note”) in the amount of $1,469,917.17 Dollars ($______) that was executed by Borrower on May 6, 2004.

     NOW, THEREFORE, in consideration of the promises and for the purpose of inducing the Lender to continue to loan funds to Borrower as hereinabove described, the Guarantors:

     1. Unconditionally and absolutely guarantees to Lender the due and punctual payment of the principal balance of the Note (which at the date hereof is ___   ______Dollars ($ 1,469,917.17 )), the interest thereon and any other monies due to which may become due thereon and the due and punctual performance and observance by the Borrower of all the other terms, covenants and conditions of the Note.

     2. Waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payments, and indulgences and notices of every kind, and consents to any and all forbearances and extensions of time of payment of amounts due under the Note, and to all changes or any other documents evidencing or securing payment of the Note hereafter made or granted, and to any substitutions, exchanges, or releases of all or any part of the collateral therefore, it being the intention hereof that the Guarantor shall remain liable, as principal, to and until the unpaid principal amount of the Note, with interest thereon and any other sums due or to become due thereon shall have been fully paid to Lender.

     3. Waives the benefit of any statute of limitations affecting its liability hereunder or enforcement thereof and this Guaranty and Guarantor’s obligations hereunder shall survive termination of Borrower’s obligations under the Note.

     4. Agrees that the Guarantor shall have no right of subrogation whatsoever with respect to amounts payable or to become payable to Lender under the Note until the Lender shall have received payment in full of all sums at any time due by Borrower to Lender under the Note and Borrower has fully and faithfully performed all of its obligations and duties to Lender under the Note.

     5. Agrees that this Guaranty may be enforced by the Lender without first resorting to or exhausting any other remedies, security or collateral, provided, however, that nothing herein contained shall prevent the Lender from suing on the Note or from exercising any other rights thereunder.

     6. Agrees that this Guaranty shall be a continuing Guaranty, and shall not be discharged, impaired or affected by: (i) the extension or continuance of any obligation on the part of the Borrower on or with respect to the Note; (ii) the power or authority or lack of power or authority of the Borrower to execute the Note, (iii) the validity or invalidity of the Note; (iv) the existence or non-existence of Lender as a legal entity; (v) any sale, pledge, surrender, alteration, substitution, exchange, modification or other disposition of any of the indebtedness hereby guaranteed, all of which the Lender is expressly authorized to make from time to time; (vi) the acceptance by Lender of any, all or part of the indebtedness evidenced by the Note, or any failure, neglect or omission on the part of Lender to realize on or protect any of the indebtedness evidenced by the Note; (vii) the failure by Lender or anyone acting on behalf of Lender to

2

perfect any lien or security interest upon any collateral given at any time to secure the payment of the Note.

     7. Agrees that this Guaranty shall remain and continue in full force and effect notwithstanding, and shall not be modified or discharged as a result of the institution by or against the Borrower of bankruptcy, or insolvency proceedings of any nature; and if Borrower shall be adjudicated a bankrupt or insolvent or shall make an assignment for the benefit of creditors, Guarantor shall, at the option of Lender, become unconditionally liable to pay immediately to Lender the aggregate amount of all monies due or to become due and payable to Lender under the Note as though all such amounts have become past due.

     8. Agrees that nothing in this Guaranty shall be construed to relieve, modify or alter any of the covenants, obligations, duties, representations or warranties of Borrower under or in connection with the Note, nor shall performance by Guarantor of its obligations hereunder relieve Borrower of any obligation or liability to Lender except to the extent that such liability has been fully satisfied by Guarantor hereunder.

     9. Agrees that until full repayment of the Note, the Guarantor will not take any action, or omit to take any action, that would interfere with the faithful and timely performance of its obligations, or representations or warranties under or in connection with the Note.

     10. Represents and warrants that:

          A. The Note has been duly authorized and executed by the Borrower, is in full force and effect and is a valid and binding obligation of the Borrower enforceable in accordance with its terms;

          B. Victor Zaccaglin is the Trustee of Guarantor and is duly authorized by Guarantor to execute this Guaranty;

          C. This Guaranty has been executed by the Guarantor and is in full force and affect and is a valid and binding obligation of the Guarantor enforceable in accordance with its terms;

          D. The Trust is duly formed, existing and that the provisions in the Trust designating Victor Zaccaglin as Trustee are still in full force and effect and have not been amended, revoked or modified in any manner.

     11. Agrees that this Guaranty shall be binding upon and inure to the benefit of the respective heirs, successors, representatives and assigns of the Guarantor.

     12. Agrees that Lender may assign its interest and rights hereunder without the consent of Guarantor.

     13. Agrees that in the event this Guaranty is placed in the hands of an attorney for enforcement, the Guarantor will reimburse the Lender for all expenses incurred, including reasonable attorney’s fees.

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     14. Agrees that this Guaranty shall be governed by and construed in accordance with the laws of the State of California, and hereby designates Borrower as its agent for service of process, and agrees that Borrower need not be joined as a part of any action brought by Lender hereunder.

     15. Agrees that this Guaranty shall become effective upon the date of Guarantor’s execution hereof and, shall continue in full force and effect until such time as all of the obligations, representations and warranties of Borrower under or in connection with the Note have been fully performed or satisfied by Borrower or by Guarantor.

     16. Agrees, and the Lender agrees, that (i) this Guaranty is intended to replace and supercede that certain Guaranty executed by Guarantor on December 22, 2003 (the “Original Trust Guaranty”), and (ii) the Original Trust Guaranty shall be deemed to be void and no longer in full force and effect.

     The undersigned has executed this Guaranty as of the date set forth above.

Victor and Hannah Zaccaglin Trust Dated March 20,1992
By:	/s/ Victor Zaccaglin
	Victor Zaccaglin, Trustee

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EX-99.(E)(22)

Exhibit (E)(22)

RECORDING REQUESTED BY

Curci Investments, LLC
717 Lido Park Drive
Newport Beach, CA 92663

AND WHEN RECORDED MAIL TO

Curci Investments, LLC
717 Lido Park Drive
Newport Beach, CA 92663

[FOR RECORDER’S USE]

APN 362-170-005-6 and 362-180-006-8

DEED OF TRUST
AND
ASSIGNMENT OF RENTS

     THIS DEED OF TRUST is dated as of _________________________________ and made between Calprop Corporation, a California corporation, as TRUSTOR, whose address is 13160 Mindanao Way, #180, Marina Del Rey, CA 90292, North American Title Insurance Company, as TRUSTEE, whose address is 929 Broadway, Denver, CO 80203, and Curci Investments, LLC, a California limited liability company, as BENEFICIARY, whose address is 717 Lido Park Drive Newport Beach, CA 92663.

     WITNESSETH: That Trustor irrevocably GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE, IN TRUST, WITH POWER OF SALE, the property situated in the County of Riverside, State of California described on Exhibit “A” attached hereto and incorporated herein by this reference, together with all buildings, improvements, tenements and fixtures now or hereafter erected or placed on the property, all easements, rights, appurtenances, mineral, oil and gas rights and profits, water and water rights, all machinery, equipment, material, engines, boilers, incinerators, appliances and goods of every nature whatsoever now or hereafter located in, or on, or used or intended to be used in connection with the property, including, but not limited to those for the purposes of supplying, generating and/or distributing heating, cooling, ventilation, plumbing, electricity, gas, water, air and light, fuel, cabinets, paneling, carpeting and floor coverings, antennas, trees and plants, all of which, including replacements and additions thereto, shall be deemed to be a part of the real property covered by this Deed of Trust; AND ALSO the royalties, earnings, income, rents, issues and profits of any and all of the aforesaid property; ALSO all the estate, interest, or other claim or demand including all insurance policies and proceeds thereof (whether or not such insurance is required by Beneficiary), in law and in equity, which said Trustor now has or may hereafter acquire, in and to the aforesaid property (all the foregoing is herein called the “Property”),

FOR THE PURPOSE OF SECURING THE FOLLOWING (hereinafter referred to collectively as the “Secured Obligations”):

     FIRST. Performance of all obligations arising under that certain Promissory Note dated of even date herewith, including without limitation, payment of the sum of $1,469,917.17, and any and all extensions, modifications, renewals and replacements relating thereto.

     SECOND. Payment of such additional sums, with interest thereon, as may at the sole option of the Beneficiary be hereafter loaned to the Trustor or the then record owner of the Property, when evidenced by another note or notes reciting it is hereby secured, and any and all extensions, modifications, renewals and replacements relating thereto.

     THIRD. Payment and performance of every obligation, covenant, promise and/or agreement contained in this Deed of Trust.

     FOURTH. Performance of each and every obligation contained in any other agreement, whether now existing or hereafter arising, which the Trustor agrees shall be secured by this Deed of Trust.

TRUSTOR AND BENEFICIARY COVENANT AND AGREE AS FOLLOWS:

     1.        Payment of Charges and Liens, and Payment of Advances by Beneficiary.

     (a) Trustor shall pay at least 10 days before delinquency, all water and sewer charges, rents, taxes, assessments (including bonds), insurance premiums, and other impositions arising from or relating to the Property. Trustor shall furnish Beneficiary receipts evidencing such payments.

     (b) Trustor shall pay when due any lien which has, or may have, priority over or equality with, the lien of this Deed of Trust, and Trustor shall pay when due the claims of all persons supplying labor or materials to or in connection with the Property. Without Beneficiary’s written permission, Trustor shall not allow or suffer any lien inferior to this Deed of Trust to be created against the Property.

     (c) Without notice, Beneficiary may, in its sole discretion, make additional advances to pay all costs and expenses, including attorneys’ fees, incurred by Beneficiary to (i) protect its interest in the Property, (ii) exercise any of Beneficiary’s rights and remedies arising hereunder, by operation of law, or under any of the documents relating to the Secured Obligations, or (iii) perform any of the Secured Obligations which Trustor fails to perform. All such advances shall be part of the Secured Obligations, shall be due and payable immediately by Trustor without demand by Beneficiary, and shall bear interest at the highest rate applicable to any of the Secured Obligations or ten percent (10%) per annum, whichever is greater.

     2.        Insurance.

     (a) Trustor shall carry and maintain such liability and indemnity insurance (including, but without limitation, water damage insurance and the so-called assumed and contractual liability coverage) as may be required from time to time by the Beneficiary, in forms, amounts and with companies satisfactory to the Beneficiary. Certificates of such insurance premiums prepaid, shall be deposited with the Beneficiary and shall contain provision for ten (10) days’ notice to the Beneficiary prior to any cancellation thereof.

     (b) Trustor shall keep all present and future buildings, structures and improvements relating to the Property insured with loss payable to Beneficiary, against fire and other hazards, including but not limited to flood, earthquakes, and business interruption, with insurers, terms, and amounts for each type of coverage as Beneficiary or any governmental agency, from time to

time may require and shall deliver all policies, renewals, and premium receipts thereof to Beneficiary at least thirty (30) days before the effective date thereof. Trustor hereby assigns to Beneficiary all present and future insurance policies and proceeds thereof which relate in any way to the Property, whether or not such insurance is required by Beneficiary.

     (c) In the event of loss, Trustor shall do all things necessary to obtain settlement for each loss or claim covered by any such policy. Trustor shall give immediate written notice to Beneficiary and to the insurance carrier. Trustor hereby authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary’s expenses incurred in the collection of such proceeds, provided however, that nothing contained in this Paragraph shall require Beneficiary to incur any expense or take any action hereunder. It is agreed that the amount collected under any policy of insurance on said Property may, at the: option of the Beneficiary, be applied by Beneficiary to the Secured Obligations in such order as Beneficiary may determine, or said amount or any portion thereof may, at the option of the Beneficiary, either be used in replacing or restoring the improvements partially or totally destroyed, or be released to the Trustor in either of which events neither the Trustee nor the Beneficiary shall be obligated to see to the proper application thereof, nor shall the amount so released or used be deemed a payment on any indebtedness secured hereby. Unless Trustor and Beneficiary otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the due date of any installments required by the terms of the Secured Obligations or change the amount of such installments.

     (d) If the insurance proceeds are held by Beneficiary to reimburse Trustor for the cost of restoration and repair of the Property, the Property shall be restored to the equivalent of its original condition or such other condition as Beneficiary may approve in writing. Beneficiary may, at Beneficiary’s option, condition disbursement of said proceeds on Beneficiary’s approval of such plans and specifications of an architect satisfactory to Beneficiary, contractor’s cost estimates, architect’s certificates, waivers of liens, sworn statements of mechanics and material-men and such other evidence of costs, percentage of completion of construction, application of payments, and satisfaction of liens as Beneficiary may reasonably require. Such application, use, and/or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Any unexpired insurance and all returnable insurance premiums shall inure to the benefit of, and pass to, the purchaser of the Property covered thereby at any trustee’s sale held hereunder.

     3.        Preservation and Maintenance of Property. Trustor (a) shall not commit waste or permit impairment or deterioration of the Property; (b) shall not abandon the Property; (c) shall restore or repair promptly and in a good and workmanlike manner all or any part of the Property to the equivalent of its original condition, or such other condition as Beneficiary may approve in writing, in the event of any damage, injury or loss thereto, whether or not insurance proceeds are available to cover in whole or in part the costs of such restoration or repair; (d) shall keep the Property including improvements, fixtures, equipment, machinery and appliances thereon in good repair and shall replace fixtures, equipment, machinery and appliances on the Property when necessary to keep such items in good repair; (e) shall comply with all laws, ordinances, regulations and requirements of any governmental body applicable to the Property; (f) if requested by Beneficiary, shall provide for professional management of the Property by a property manager satisfactory to Beneficiary pursuant to a contract approved by Beneficiary in writing; (g) shall generally operate and maintain the Property (if it be income property) in a manner to ensure maximum rentals; and (h) shall give notice in writing to Beneficiary of and, unless otherwise directed in writing by Beneficiary, appear in and defend any action or proceeding purporting to affect the

Property, the security of this Deed of Trust or the rights or powers of Beneficiary. Neither Trustor nor any tenant or other person shall remove, demolish or alter any improvement now existing or hereafter erected on the Property or any fixture, equipment, machinery or appliance in or on the Property except when incident to the replacement of fixtures, equipment, machinery and appliances with items of like kind.

     4.        Use of Property. Unless required by applicable law or unless Beneficiary has otherwise agreed in writing, Trustor shall not allow changes in the use for which all or any part of the Property was intended at the time this Deed of Trust was executed. Trustor shall not initiate or acquiesce in a change in the zoning classification of the Property without Beneficiary’s prior written consent.

     5.        Protection of Beneficiary’s Security. If Trustor fails to make any payment or to perform the covenants and agreements contained in this Deed of Trust or if any action or proceeding is commenced which affects the Property or title thereto or the interest of Beneficiary therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangement or proceeding involving a bankrupt or decedent, then Beneficiary at Beneficiary’s option, may make such appearances, disburse such sums, incur such costs, and take such action as Beneficiary deems necessary, in its sole discretion, to protect the Beneficiary’s interest, including but not limited to, (i) attorney’s fees; (ii) entry upon the Property to make repairs; (iii) procurement of satisfactory insurance as required herein, and (iv) if this Deed of Trust is on a leasehold, exercise of any option to renew or extend the ground lease on behalf of Trustor and the curing of any default of Trustor under the terms and conditions of the ground lease. Nothing contained in this Paragraph shall require Beneficiary to incur any expense or take any action hereunder.

     6.        Inspection. Beneficiary or its agent may make or cause to be made reasonable entries upon and inspections of the Property

     7.        Financial Statements. Upon Beneficiary’s request, Trustor shall furnish to Beneficiary, within one hundred and twenty (120) days after the end of each fiscal year of Trustor, a balance sheet, a statement of income and expenses of the Property and a statement of changes in financial position, each in reasonable detail and certified by Trustor. Trustor shall furnish, together with the foregoing financial statements and at any other time upon Beneficiary’s request, a rent schedule for the Property, if rental property, certified by Trustor, showing the name of each tenant, and for each tenant, the space occupied, the lease expiration date, the rent payable and the rent paid.

     8.        Condemnation. Trustor shall promptly notify Beneficiary of any action or proceeding relating to any condemnation or other taking, whether direct or indirect, of the Property, or part thereof, and Trustor shall appear in and prosecute any such action or proceeding, unless otherwise directed by Beneficiary in writing. Trustor irrevocably authorizes and appoints Beneficiary, at Beneficiary’s option, as attorney-in-fact for Trustor, to commence, appear in and prosecute, in Beneficiary’s or Trustor’s name, any action or proceeding relating to any condemnation or other taking of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award, payment or claim for damages, direct or consequential, in connection with any condemnation or other taking, whether direct or indirect, of the Property, or part thereof, or for conveyances in lieu of condemnation, are hereby assigned to and shall be paid to Beneficiary. Trustor authorizes Beneficiary to apply such awards, payments, proceeds or damages, after the deduction of Beneficiary’s expenses incurred in the collection of such amounts, in the same manner as provided above, with respect to insurance proceeds. Trustor agrees to execute such further evidence of assignment of any awards, proceeds, damages or claims arising in connection with such condemnation or taking as Beneficiary may require. Nothing contained in this Paragraph shall require Beneficiary to incur any expense or take any action hereunder.

     9.        Waivers and Advance Consents by Trustor and Junior Lienholders.

     (a) Trustor and anyone who hereafter acquires an interest in the Property hereby agree that Beneficiary may, without notice, extend the time for payment of any indebtedness secured hereby, reduce or increase the payments or interest rate thereon, release anyone liable on any of the Secured Obligations, modify the terms of any of the Secured Obligations in any other material respect, release from the lien of this Deed of Trust any part of the Property, take or release other or additional security, consent to any map or plan of the Property, consent to the granting of any easement, or join in any extension or subordination agreement. Any actions taken by Beneficiary pursuant to the terms of this Paragraph shall not affect or impair any of Beneficiary’s rights and remedies hereunder. Trustor shall pay Beneficiary a reasonable service charge together with such title insurance premiums and attorney’s fees as may be incurred at Beneficiary’s option, for any such action if taken at Trustor’s request.

     (b) Trustor and anyone who hereafter acquires an interest in the Property waive notice of and waive any right to require Beneficiary to: (a) proceed against any other party liable on the Secured Obligations, or against any collateral before proceeding against Trustor or the Property; (b) disclose any information with respect to the financial or other condition of any party liable on the Secured Obligations, any collateral, other guaranties or action or nonaction by Beneficiary; (c) pursue any remedy or course of action in Beneficiary’s power whatsoever. Trustor waives any defense arising from any disability or other defense of any other party liable on the Secured Obligations or any guarantor or from the cessation of the liability of any other party liable on the Secured Obligations or any guarantor, whatever the cause, or by reason of any act or omission of Beneficiary or others which directly or indirectly results in or aids the discharge or release of any other party liable on the Secured Obligations or other guarantor or any collateral by operation of law or otherwise.. Until all of the Secured Obligations are satisfied in full, Trustor shall have no right of subrogation, and waives any right to enforce any remedy which Beneficiary now has or may have against any other party, and waives any benefit of any right to participate in any security now or hereafter held by Beneficiary. Failure by Beneficiary to file or enforce a claim against the estate (whether in administration, bankruptcy, probate or other proceedings) of any other party liable on the Secured Obligations shall not affect Beneficiary’s rights hereunder. Beneficiary’s rights and remedies shall not be impaired if recovery from any other party liable on the Secured Obligations becomes barred by any statute of limitations or is otherwise prevented. Trustor agrees that, without losing any rights hereunder, Beneficiary may foreclose on or abandon any other real or personal property collateral for the Secured Obligations, even through such action by Beneficiary may destroy or impair rights of Trustor against other parties or collateral, for example, rights of subrogation or rights to assert the benefit of any anti-deficiency or one-action rules. Trustor expressly waives any defense provided by any statute of limitations in any action under this Deed of Trust or for the enforcement of any of the Secured Obligations to the maximum extent permitted by law. Trustor waives any setoffs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, and notices of dishonor, and of the existence, creation, modifications or incurring of new or additional Secured Obligations, including but not limited to, any additional indebtedness.

     10.        Forbearance by Beneficiary Not a Waiver. Any forbearance by Beneficiary in exercising any right or remedy hereunder, or otherwise afforded by applicable law shall not be a waiver of or preclude the exercise of any right or remedy. The acceptance by Beneficiary of payment of any sum secured by this Deed of Trust after the due date of such payment shall not be a waiver of Beneficiary’s right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment. The procurement of insurance or the payment of taxes or other liens or

charges by Beneficiary shall not be a waiver of Beneficiary’s right to accelerate the maturity of the indebtedness secured by this Deed of Trust nor shall Beneficiary’s receipt of any awards, proceeds or damages operate to cure or waive Trustor’s default in payment of sums secured by this Deed of Trust.

     11.        Estoppel Certificate. Trustor shall within ten (10) days of a written request from Beneficiary furnish Beneficiary with a written statement duly acknowledged, setting forth the sums secured by this Deed of Trust and any right of setoff, counterclaim, or other defense which exists against such sums and the Secured Obligations.

     12.        Acceleration in Case of Borrower’s Insolvency. If Trustor shall voluntarily file a petition under the Federal Bankruptcy Act, as such Act may from time to time be amended, or under any similar or successor Federal statute relating to bankruptcy, insolvency, arrangements or reorganization, or under any state bankruptcy or insolvency act, or file an answer in an involuntary proceeding admitting insolvency or inability to pay debts, or if Trustor shall fail to obtain a vacation or stay of involuntary proceedings brought for the reorganization, dissolution or liquidation of Trustor, or if Trustor shall be adjudged a bankrupt, or if a Trustee or receiver shall be appointed for Trustor or Trustor’s property, or if the Property shall become subject to the jurisdiction of a Federal bankruptcy court or similar state court, or if Trustor shall make an assignment for the benefit of Trustor’s creditors, or if there is an attachment, execution or other judicial seizure of any portion of Trustor’s assets and such seizure is not discharged within ten (10) days, then Beneficiary may at Beneficiary’s option, declare all of the sums secured by this Deed of Trust to be immediately due and payable without prior notice to Trustor, and Beneficiary may invoke any remedies permitted by this Deed of Trust. Any attorney’s fees and other expenses incurred by Beneficiary in connection with Trustor’s bankruptcy or any of the other aforesaid events shall be additional indebtedness of Trustor secured by this Deed of Trust pursuant to Paragraph 8 hereof.

     13.        Acceleration Upon Sale or Encumbrance. If the Trustor shall sell, convey or alienate said property or any part thereof, or any interest therein, or shall be divested of title, or any interest therein, in any manner or way, whether voluntarily or involuntarily, any indebtedness or obligation secured hereby, at the option of the holder hereof, and without demand or notice, shall immediately become due and payable, to the extent not expressly prohibited by applicable law.

     14.        Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this Deed of Trust or in the Note shall be given by mailing such notice by certified mail addressed to Trustor’s address stated above or at such other address as Trustor may designate by notice to Beneficiary as provided herein; and (b) any notice to Beneficiary shall be given by certified mail, return receipt requested to Beneficiary’s address stated above or to such other address as Beneficiary may designate by notice to Trustor as provided herein. Any notice provided for in this Deed of Trust or in the Note shall be deemed to have been given to Trustor or Beneficiary when given in the manner designated herein.

     15.        Actions by Beneficiary. In exercising any rights hereunder or taking any actions provided for herein, Beneficiary may act through its employees, agents or independent contractors as authorized by Beneficiary.

     16.        Captions and Gender. The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

     17.        Governing Law; Usury. This Deed of Trust shall be governed by the laws of the State of California. In the event that any applicable law limiting the amount of interest or other charges permitted

to be collected from Trustor is interpreted so that any charge provided for in this Deed of Trust or in the Secured Obligations, whether considered separately or together with other charges in connection with this Deed of Trust and the Secured Obligations, violates such law, and Trustor is entitled to the benefit of such law, such charge is hereby reduced to the extent necessary to eliminate such violation. The amounts, if any, previously paid to Beneficiary in excess of the amounts payable to Beneficiary pursuant to such charge as reduced shall be applied by Beneficiary to reduce the principal of the indebtedness evidenced by the Secured Obligations in the inverse order of its maturity.

     18.        Waiver of Statute of Limitation. Trustor and all junior lienholders hereby waive the right to assert any statute of limitations as a bar to the enforcement of the lien of this Deed of Trust or to any action brought to enforce any of the Secured Obligations.

     19.        Waiver of Marshalling. Notwithstanding the existence of any other collateral held by Beneficiary, Beneficiary shall have the right to determine the order in which any or all of the Property shall be subjected to the remedies provided herein. Beneficiary shall have the right to determine the order in which any of the Secured Obligations are satisfied from the proceeds realized upon the exercise of the remedies provided herein. Trustor, any party who consents to this Deed of Trust, and any party who now or hereafter acquires a security or other interest in the Property and who has actual or constructive notice hereof waive any and all rights to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein.

     20.        Assignment of Leases and Rents: Appointment of Receiver: Beneficiary in Possession.

     (a) As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the present and future leases, subleases, rents and revenues of the Property, including those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues of the Property are payable. Trustor hereby authorizes Beneficiary or Beneficiary’s agents to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Beneficiary or Beneficiary’s agents, provided, however, that prior to written notice given by Beneficiary to the tenants, Trustor shall collect and receive all rents and revenues of the Property as Trustee for the benefit of Beneficiary, it being intended by Trustor and Beneficiary that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only. Upon the breach by Trustor of any covenant or agreement in this Deed of Trust and without the necessity of Beneficiary entering upon and taking and maintaining control of the Property in person, by agent or by a court-appointed receiver, Beneficiary shall immediately be entitled to possession of all rents and revenues of the Property as specified in this paragraph as the same becomes due and payable, including, but not limited to, rents then due and unpaid, and all security deposits. Trustor agrees that each tenant of the Property shall make such rents payable to and pay such rents to Beneficiary or Beneficiary’ s agents on Beneficiary’s written demand to each tenant therefor without any liability on the part of said tenant to inquire further as to the existence of a default by Trustor.

     (b) Trustor shall deliver to Beneficiary signed copies of all leases now existing or hereafter made affecting all or any part of the Property, and all leases now or hereafter entered into will be in form and substance subject to the approval of Beneficiary. Trustor shall not, without Beneficiary’s written consent, execute, modify, surrender or terminate, either orally or in writing, any lease now existing or hereafter made affecting all or any part of the Property, or permit an assignment or sublease of such lease without Beneficiary’s written consent, or request or consent to the subordination of any lease of all or any part of the Property to any lien

subordinate to this Deed of Trust. If Trustor becomes aware that any tenant proposes to do, or is doing any act or thing which may give rise to any right of setoff against rent, Trustor shall (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a setoff against rent; and (ii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to setoff or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without setoff or deduction.

     (c) The assignment of leases to Beneficiary and Beneficiary’s demand for or receipt of any rents shall not cause Beneficiary to be deemed a beneficiary/mortgagee-in-possession of the Property and shall not obligate Beneficiary to perform any of the obligations of Trustor as landlord or owner of the Property.

     (d) Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, that Trustor has not performed, and will not perform, any acts or has not executed, and will not execute, any instrument which would prevent Beneficiary from exercising its rights under this paragraph, and that at the time of execution of this Deed of Trust, there has been no anticipation or prepayment of any of the rents of the Property for more than two months. Trustor further covenants that Trustor will execute and deliver to Beneficiary such further assignments of leases, subleases, rents and revenues of the Property as Beneficiary may from time to time request on a form satisfactory to Beneficiary.

     (e) Upon Trustor’s breach of any covenant or agreement of Trustor in this Deed of Trust, Beneficiary may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Beneficiary’ security, enter upon and take and maintain full control of the Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents and revenues of the Property, the making of repairs to the Property and the execution or termination of contracts providing for the management or maintenance of the Property, all on such terms as Beneficiary may determine to protect the security of this Deed of Trust. In the event Beneficiary elects to seek the appointment of a receiver for the Property upon Trustor’s breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the receiver shall be entitled to receive a reasonable fee for so managing the Property.

     (f) All rents and revenues collected by Beneficiary shall be applied first to the costs, if any, of taking control of and managing the Property and collecting the rents, including, but not limited to, attorney’s fees, receiver’s fees, premiums on receiver’s bonds, costs of repairs to the Property, premiums on insurance policies, taxes, assessments and other charges on the Property, and the costs of discharging any obligation or liability of Trustor as landlord of the Property, payment of the lien secured by the Deed of Trust, and then to the Secured Obligations. Beneficiary and the receiver shall have access to the books and records used in the operation and maintenance of the Property and shall be liable to account only for those rents actually received. Beneficiary shall not be liable to Trustor, or to anyone claiming under or through Trustor or to anyone having an interest in the Property, by reason of any act or omission by Beneficiary.

     (g) Any entering upon and taking and maintaining of control of the Property by Beneficiary or the receiver and any application or rents as provided herein shall not cure or waive any default hereunder or invalidate any other right or remedy of Beneficiary under applicable law or provided herein.

     21.        Remedies Cumulate. Each remedy provided in this Deed of Trust to Beneficiary is distinct and cumulative to all other rights or remedies under this Deed of Trust, any of the documents relating to the Secured Obligations, or afforded by law or equity, and may be exercised concurrently, independently, or successively, in any order whatsoever, in the sole discretion of Beneficiary.

     22.        Acceleration in the Event of Default: Remedies: Foreclosure. Should breach or default be made by Trustor in payment of any indebtedness secured hereby or in performance of any other Secured Obligations, Beneficiary may declare all sums secured hereby immediately due and payable, and in such case, shall execute and deliver to Trustee a written declaration of default and demand for sale and written notice of default and election to cause the Property to be sold, and shall surrender to Trustee this Deed of Trust, any agreements or instruments secured hereby and all documents evidencing any expenditures hereunder. Thereafter, Trustee shall sell the Property at public auction to the highest bidder by non-judicial foreclosure proceedings in accordance with the laws of the State of California. Beneficiary may also foreclose this Deed of Trust by judicial foreclosure.

     23.        Application of Proceeds of Sale. Trustee shall apply the proceeds of any such sale to payment of (a) all costs, fees, charges and expenses of Trustee and of these trusts, fees of any attorney employed by Trustee and/or Beneficiary pursuant to the provisions hereof, Trustee’s fees in connection with sale, and all expenses of sale, including cost of procuring guarantee of title in connection with the sale proceedings and documentary stamps on Trustee’s Deed; (b) the lien secured by the Deed of Trust; (c) the Secured Obligations, including indebtedness described herein, all sums advanced or expended under the terms hereof and not then repaid, the amount unpaid on any additional sums borrowed, with interest on each of the foregoing items, in accordance with the provisions hereof, all in such manner and order of priority or preference as the Beneficiary may in its sole and absolute discretion determine; (d) the remainder, if any, to the person or persons legally entitled thereto, upon proof satisfactory to the Trustee of such right.

     24.        Full Reconveyance. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender to Trustee of this Deed of Trust and any agreement or instrument secured hereby, and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as the person or persons legally entitled thereto.” Such person or persons shall pay Trustee a reasonable fee and Trustee’s costs incurred in so reconveying the Property.

     25.        Substitute Trustee. Beneficiary at any time and from time to time, by instrument in writing, may substitute and appoint a successor trustee (either corporate or individual) to any Trustee named herein or previously substituted hereunder, which instrument when executed, acknowledged and recorded in the office of the Recorder of the county or counties where said property is situated shall he conclusive proof of the proper substitution and appointment of each such successor trustee or trustees, who shall then have all the title, powers, and rights of the predecessor trustee, without the necessity of any conveyance from such predecessor. Trustee shall not be obligated to notify any party hereto of pending sale under any other deed of trust, or unless brought by Trustee, of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law.

     26.        Request for Notices. Trustor requests that copies of the notice of default and notice of sale be sent to Trustor at Trustor’s address stated above. In accordance with Section 2924b of the California Civil Code, request is hereby made by the Trustor that a copy of any Notice of Default be mailed to the Beneficiary at the address set forth above.

     27.        Statement of Obligation. Beneficiary may collect a fee, not to exceed the maximum allowed by applicable law, for furnishing a statement of obligation, payoff statement, or statement of account.

     28.        Severability. If any provision of this Deed of Trust, as applied to any party or to any circumstance, shall be found by a court to be void, invalid or unenforceable, the same shall in no way affect any other provision of this Deed of Trust, the application of any such provision in any other circumstance, or the validity or enforceability of this Deed of Trust.

     29.        Time. Time is of the essence of this Deed of Trust.

     30.        Attorneys’ Fees. If any party hereto takes any action concerning the validity, construction, administration, performance, or enforcement of this Deed of Trust, the prevailing party in such action shall be entitled to recover all of its costs and expenses, including actual attorneys’ fees, incurred in connection therewith. Any litigation or arbitration between the parties shall occur exclusively in the County of Los Angeles, California.

     31.        Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the successors, personal representatives, heirs, and assignees of the parties hereto.

     32.        Joint and Several Liability. If more than one person signs this Deed of Trust as Trustor, the obligations of each such person shall be joint and several hereunder.

TRUSTOR Calprop Corporation, a California corporation
By:	/s/     Mark F. Spiro, CFO
	Name:	Mark Spiro
	Its: Chief Financial Officer

CALIFORNI ALL-PURPOSE ACKNOWLEDGMENT

State of	California
County of	Los Angeles

On	May 20, 2004	before me,	Jane Lowerree, Notary Public
			Name and Title of Officer (e.g., “Jane Doe, Notary Public”)

personally appeared	Mark F. Spiro, CFO
	Name(s) of Signer(s)

ý personally known to me

¨ proved to me on the basis of satisfaction 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 signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNES my hand and official seal.

     /s/     Jane Lowerree

OPTIONAL

Though the information below is not required by law, it may prove valuable to persons relaying on the document and could prevent
fraudulent removal and reattachment of this form to another document.

Description of Attached Document

Title or Type of Document:      Deed of Trust and Assignment of Rents

Document Date : Number of Pages: 17

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)	APN 362-120-005-6
	APN 362-180-006-8

Signer’s Name:

¨	Individual
ý	Corporate Officer
	Title(s):
¨	Partner — ¨ Limited ¨ General
¨	Attorney-in-fact
¨	Trustee
¨	Guardian or Conservator
¨	Other:
Signer Is Representing

^{RIGHT THUMBPRINT
OF SIGNER}

Top of thumb here

EXHIBIT “A”

PARCEL 1:

THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 6 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDAN, AS SHOW BY UNITED STATES GOVERNMENT SURVEY.

DO NOT RECORD

The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each County in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:

(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer, or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.

(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.

(4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may, make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his or her reasonable fees.

(5) To pay immediately and without demand all sums so expanded by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby, any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

B. It is mutually agreed:

(1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him or her in the same manner and with the same effect as above provided for regarding disposition of proceeds of fire or other insurance.

(2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his or her right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

(3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary

and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.

(4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”

(5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his or her own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

(6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and

of election to cause to be sold said property, which notice Trustee shall Cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.

(7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.

(8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term Beneficiary shall mean the owner and holder, including pledgees of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or the neuter, and the singular number includes the plural.

(9) The Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

DO NOT RECORD REQUEST FOR FULL RECONVEYANCE

TO North American Title Insurance Company, TRUSTEE

The undersigned is the legal owner and holder of the note or notes and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidence of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated

Please mail Deed of Trust,

Note and Reconveyance to

Do not lose or destroy this Dead of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

EX-99.(E)(23)

Exhibit (E)(23)

AGREEMENT TO PURCHASE/SELL MEMBERSHIP INTEREST IN
MISSION GORGE, LLC, A California Limited Liability Company

     This Agreement to Purchase/Sell Membership Interest in Mission Gorge, LLC, a California Limited Liability Company, (the “Agreement”), is made as of and is to be effective February 24, 2004, (the “Effective Date”), and is entered into by and between CALPROP CORPORATION, a California Corporation, (referred to herein as “Buyer”) and JOHN L. CURCI, TRUSTEE OF THE JOHN L. CURCI TRUST DATED December 23, 1993, (referred to herein as “Seller”).

RECITALS

     A. Seller owns a 25% Membership Interest in that certain California Limited Liability Company known as MISSION GORGE, LLC, (the “Company”);

     B. Seller wishes to withdraw from the Company and sell its Membership Interest to the Buyer and to be released from all subsequent obligations whatsoever of the Company;

     C. The Buyer desires to purchase Seller’s 25% Membership Interest in the Company. Such Membership Interest includes all of Seller’s right, title and interest in and to its capital account and all assets and liabilities of the Company and Seller’s distributive share of the income, gain, loss, deductions and credits of the Limited Liability Company, (collectively the “Membership Interest”) calculated and determined as of the Effective Date;

     D. The Buyer is currently the owner of a 50% Membership Interest in the Company and as such, is familiar with the Company’s assets and liabilities. The remaining member of the Company has consented to the transaction contemplated by this Agreement and has waived the elective purchase rights granted to it by Paragraphs 16 and 17 of the Operating Agreement of the Company which consent and waiver are evidenced by the execution of this Agreement.

     E. The Buyer and Seller desire that the Company will continue without interruption and not to be dissolved by reason of Seller’s withdrawal from the Company;

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Purchase of Membership Interest. Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer all of Seller’s Twenty Five Percent (25%) Membership Interest in the Company. The purchase to be paid by the Buyer to Seller is One Million Eight Hundred Thousand Dollars ($1,800,000.00) payable in the time (which time may be extended by mutual written agreement) and in the manner as follows:

          A. First Installment: $1,228,812.50 cash on or before March 15, 2004;

          B. Second Installment: $571,187.50 cash on or before June 15, 2004.

     2. Assignment of Company Interest. On the Effective Date, Seller shall assign and transfer to Buyer its 25% Membership Interest in the Company and Seller shall withdraw as a member of the Company.

     3. Indemnification: Buyer hereby agrees to indemnify and hold Seller and its property free and harmless from any and all claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees, arising from any and all activities of the Company occurring subsequent to the Effective Date.

     4. Seller’s Release. Effective on the Effective Date, Seller, on behalf of itself, its trustees, beneficiaries, members and their heirs, executors, administrators, and assigns hereby releases and discharges the Company, its successors and assigns, the Buyer, and its successors and assigns, from all rights, claims, and actions which Seller and its above-mentioned successors now have or may hereafter have against the Company, the Buyer, or their respective successors arising out of the Company, including, but not limited to, Seller’s right to any Company property or cash distribution.

     5. Litigation Expenses. In any action between or among the parties to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses of litigation or arbitration, including without limitation, attorney’s fees and court costs.

     6. Entire Agreement. The various provisions of this Agreement shall be construed to be one instrument that reflects the parties’ entire agreement as to the matters expressed herein. There are no representations, agreements, arrangements or understandings between the parties, relating to the subject matter of this Agreement that is not fully expressed herein. The terms and conditions of this Agreement shall continue in force and effect subsequent to the Effective Date until such time as the second Installment of the Purchase Price has been paid in full and all other matters have been concluded.

     7. Amendments. This Agreement may not be amended except upon the express written consent of all the parties hereto.

     8. Future Development. As of the Effective Date, Buyer represents to Seller than Buyer is acquiring Seller’s Interest for Buyer’s own account which includes the right to re-sell or otherwise dispose of the Company’s assets in its sole discretion and that Buyer desires to acquire full ownership of the Company’s assets so as not to be required to involve Seller, its trustees and beneficiaries, in the future development or disposition of the assets.

     9. Covenant to Sign Documents. Each party covenants on behalf of himself, his heirs, representatives, successors and assigns, to execute, with acknowledgment or affidavit if required, any and all documents and writings which may be required or expedient under this Agreement.

     IN WITNESS WHEREOF, the parties have signed this Agreement effective as of the first date set forth above.

SELLER: THE JOHN L. CURCI TRUST Dated December 23, 1993
By:	/s/ John Curci
	John L. Curci, Trustee
BUYER: CALPROP CORPORATION, A California Corporation
By:	/s/ Victor Zaccaglin
	Victor Zaccaglio, CEO
By:	/s/ Mark F. Spiro, CFO
	Mark Spiro, Chief Financial Officer

CONSENT:

The undersigned, a Member of Mission Gorge, LLC, in accordance with Section 16 of the Operating Agreement for Mission Gorge, LLC, hereby consents to the Purchase and Sale of the Membership Interest contemplated herein and hereby waives the purchase rights provided in Section 17 of said Operating Agreement.

The Janet Curci Living Trust No. II
Dated May 25, 1985
 

/s/ John Curci  

John Curci, Trustee 

/s/ Robert D. Curci  

Robert D. Curci, Trustee 

EX-99.(E)(24)

Exhibit (E)(24)

AGREEMENT TO PURCHASE/SELL MEMBERSHIP INTEREST IN
MISSION GORGE, LLC, A California Limited Liability Company

     This Agreement to Purchase/Sell Membership Interest in Mission Gorge, LLC, a California Limited Liability Company, (the “Agreement”), is made as of and is to be effective February 24, 2004, (the “Effective Date”), and is entered into by and between CALPROP CORPORATION, a California Corporation, (referred to herein as “Buyer”) and JOHN CURCI and ROBERT D. CURCI, CO-TRUSTEES OF THE JANET CURCI LIVING TRUST DATED May 25,1985, (referred to herein as “Seller”).

RECITALS

     A.        Seller owns a 25% Membership Interest in that certain California Limited Liability Company known as MISSION GORGE, LLC, (the “Company”);

     B.        Seller wishes to withdraw from the Company and sell its Membership Interest to the Buyer and to be released from all subsequent obligations whatsoever of the Company;

     C.        The Buyer desires to purchase Seller’s 25% Membership Interest in the Company. Such Membership Interest includes all of Seller’s right, title and interest in and to its capital account and all assets and liabilities of the Company and Seller’s distributive share of the income, gain, loss, deductions and credits of the Limited Liability Company, (collectively the “Membership Interest”) calculated and determined as of the Effective Date;

     D.        The Buyer Is currently the owner of a 50% Membership Interest in the Company and as such, is familiar with the Company’s assets and liabilities. The remaining member of the Company has consented to the transaction contemplated by this Agreement and has waived the elective purchase rights granted to it by Paragraphs 16 and 17 of the Operating Agreement of the Company which consent and waiver are evidenced by the execution of this Agreement.

     E.        The Buyer and Seller desire that the Company will continue without interruption and not to be dissolved by reason of Seller’s withdrawal from the Company;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.        Purchase of Membership Interest. Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer all of Seller’s Twenty Five Percent (25%) Membership Interest in the Company. The purchase price to be paid by the Buyer to Seller is One Million Eight Hundred Thousand Dollars ($1,800,000.00) payable in the time (which time may be extended by mutual written agreement) and in the manner as follows:

               A.        First Installment: $1,228.812.50 cash on or before March 15, 2004;

               B.        Second Installment: $571,187.50 cash on or before June 15, 2004.

     2.        Assignment of Company Interest. On the Effective Date, Seller shall assign and transfer to Buyer its 25% Membership Interest in the Company and Seller shall withdraw as a member of the Company.

     3.        Indemnification. Buyer hereby agrees to indemnify and hold Seller and its property free and harmless from any and all claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees, arising from any and all activities of the Company occurring subsequent to the Effective Date.

     4.        Seller’s Release. Effective on the Effective Date, Seller, on behalf of itself, its trustees, beneficiaries, members and their heirs, executors, administrators, and assigns hereby releases and discharges the Company, its successors and assigns, the Buyer, and its successors and assigns, from all rights, claims, and actions which Seller and its above-mentioned successors now have or may hereafter have against the Company, the Buyer, or their respective successors arising out of the Company, including, but not limited to, Seller’s right to any Company property or cash distribution.

     5.        Litigation Expenses. In any action between or among the parties to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses of litigation or arbitration, including without limitation, attorney’s fees and court costs.

     6.        Entire Agreement. The various provisions of this Agreement shall be construed to be one instrument that reflects the parties’ entire agreement as to the matters expressed herein. There are no representations, agreements, arrangements or understandings between the parties, relating to the subject matter of this Agreement that is not fully expressed herein. The terms and conditions of this Agreement shall continue in force and effect subsequent to the Effective Date until such time as the second installment of the Purchase Price has been paid In full and all other matters have been concluded.

     7.        Amendments. This Agreement may not be amended except upon the express written consent of all the parties hereto.

     8.        Future Development. As of the Effective Date, Buyer represents to Seller that Buyer is acquiring Seller’s Interest for Buyer’s own account which includes the right to re-sell or otherwise dispose of the Company’s assets in its sole discretion and that Buyer desires to acquire full ownership of the Company’s assets so as not to be required to involve Seller, its trustees and beneficiaries, in the future development or disposition of the assets.

     9.        Covenant to Sign Documents. Each party covenants on behalf of himself, his heirs, representatives, successors and assigns, to execute, with acknowledgment or affidavit if required, any and all documents and writings which may be required or expedient under this Agreement.

     IN WITNESS WHEREOF, the parties have signed this Agreement effective as of the first date set forth above.

SELLER: The Janet Curci Living Trust No. II Dated May 25, 1985
/s/ John Curci
John Curci, Trustee
/s/ Robert Curci
Robert D. Curci, Trustee
BUYER: CALPROP CORPORATION A California Corporation
By:	/s/ Victor Zaccaglin
	Victor Zaccaglin, CEO
By:	Mark Spiro, CFO
	Mark Spiro, Chief Financial Officer

CONSENT:

The undersigned, a Member of Mission Gorge, LLC, in accordance with Section 16 of the Operating Agreement for Mission Gorge, LLC, hereby consents to the Purchase and Sale of the Membership Interest contemplated herein and hereby waives the purchase rights provided in Section 17 of said Operating Agreement.

THE JOHN L. CURCI TRUST Dated December 23, 1993
By:	/s/ John Curci
	John L. Curci, Trustee

EX-99.(E)(25)

Exhibit (E)(25)

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

     This Assignment (the “Assignment”) of Limited Liability Company Interest dated for identification purposes December 16, 2002, by CALPROP CORPORATION, a California corporation (“Assignor”) in favor of THE JANET CURCI LIVING TRUST NO. II DATED MAY 28, 1985 (“Assignee”), is made with reference to the following recitals and is as follows:

RECITALS

A.	As used herein, the term “Operating Agreement” means the Amended and Restated Operating Agreement of RGC Carmel Country Associates, LLC dated for identification purposes January 21, 2000. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Operating Agreement.
B.	Assignor is a Member of RGC Carmel Country Associates, LLC, a California limited liability company (the “Company”).
C.	Assignor desires to assign to Assignee a 6.125% Economic Interest in the Company (the “Assigned Economic Interest”).

          NOW THEREFORE, for and in consideration of the payment to Assignor of $500,000:

1.	Assignment. Assignor hereby assigns the Assigned Economic Interest to Assignee.
2.	Assignor’s Warranties. Assignor warrants to Assignee that (i) it has the full right, title and interest in and to the Assigned Economic Interest and the power and right to assign the Assigned Economic Interest to Assignee, and (ii) it is the sole owner of the Assigned Economic Interest, free and clear of any security interest, charges or encumbrances of any nature whatsoever.
3.	Effective Date. For the purposes of Sections 8.2(a) and 8.10 of the Operating Agreement, and for all other purposes, this Assignment shall be effective January 1, 2003.

          Executed as of the day and year first above written.

CALPROP CORPORATION, a California corporation
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, CFO
	[Printed Name and Title]

EX-99.(E)(26)

Exhibit (E)(26)

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

     This Assignment (the “Assignment”) of Limited Liability Company Interest dated for identification purposes December 16, 2002, by CALPROP CORPORATION, a California corporation (“Assignor”) in favor of THE VICTOR AND HANNAH ZACCAGLIN TRUST DATED MARCH 20, 1992 (“Assignee”), is made with reference to the following recitals and is as follows:

RECITALS

     A. As used herein, the term “Operating Agreement” means the Amended and Restated Operating Agreement of RGC Carmel Country Associates, LLC dated for identification purposes January 21, 2000. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Operating Agreement.

     B. Assignor is a Member of RGC Carmel Country Associates, LLC, a California limited liability company (the “Company”).

     C. Assignor desires to assign to Assignee a 12.25% Economic Interest in the Company (the “Assigned Economic Interest”).

     NOW THEREFORE, for and in consideration of the payment to Assignor of $1,000,000:

     1. Assignment. Assignor hereby assigns the Assigned Economic Interest to Assignee.

     2. Assignor’s Warranties. Assignor warrants to Assignee that (i) it has the full right, title and interest in and to the Assigned Economic Interest and the power and right to assign the Assigned Economic Interest to Assignee, and (ii) it is the sole owner of the Assigned Economic Interest, free and clear of any security interest, charges or encumbrances of any nature whatsoever.

     3. Effective Date. For the purposes of Sections 8.2(a) and 8.10 of the Operating Agreement, and for all other purposes, this Assignment shall be effective January 1, 2003.

     Executed as of the day and year first above written.

CALPROP CORPORATION, a California corporation
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, CFO
	[Printed Name and Title]

EX-99.(E)(27)

Exhibit (E)(27)

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

     This Assignment (the “Assignment”) of Limited Liability Company Interest dated for identification purposes December 16, 2002, by CALPROP CORPORATION, a California corporation (“Assignor”) in favor of JAMS MANAGEMENT, a California Limited Partnership (“Assignee”), is made with reference to the following recitals and is as follows:

RECITALS

A.	As used herein, the term “Operating Agreement” means the Amended and Restated Operating Agreement of RGC Carmel Country Associates, LLC dated for identification purposes January 21, 2000. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Operating Agreement.
B.	Assignor is a Member of RGC Carmel Country Associates, LLC, a California limited liability company (the “Company”).
C.	Assignor desires to assign to Assignee a 6.125% Economic Interest in the Company (the “Assigned Economic Interest”).
	NOW THEREFORE, for and in consideration of the payment to Assignor of $500,000:

1.	Assignment. Assignor hereby assigns the Assigned Economic Interest to Assignee.
2.	Assignor’s Warranties. Assignor warrants to Assignee that (i) it has the full right, title and interest in and to the Assigned Economic Interest and the power and right to assign the Assigned Economic Interest to Assignee, and (ii) it is the sole owner of the Assigned Economic Interest, free and clear of any security interest, charges or encumbrances of any nature whatsoever.
3.	Effective Date. For the purposes of Sections 8.2(a) and 8.10 of the Operating Agreement, and for all other purposes, this Assignment shall be effective January 1, 2003.

Executed as of the day and year first above written.

CALPROP CORPORATION, a California corporation
By:	/s/ Mark F. Spiro, CFO
	Mark F. Spiro, CFO
	[Printed Name and Title]

EX-99.(E)(28)

Exhibit (E)(28)

General Services Agreement
Between Calprop Corporation and Drake Development, LLC

     In consideration for Calprop Corporation (“Calprop”) providing certain administrative and accounting services for Drake Development, LLC (“Drake”) and acting as general contractor on real estate projects of Drake, the funds designated in bank loan agreements, or otherwise set aside for, the management of projects where Calprop provides services shall be shared in the following manner. Two thirds of the funds shall go to Calprop and one third of the funds shall go to Drake. With respect to any services provided by Calprop that do not relate to specific real estate projects of Drake, Drake shall pay Calprop the cost to Calprop of providing such services, as reasonably determined by Calprop, plus 3%.

Dated:	March 24, 2005
/s/ Victor Zaccaglin		/s/ Henry Nierodzik
Victor Zaccaglin		Henry Nierodzik
Chief Executive Officer		Chief Accounting Officer
Drake Development, LLC		Calprop Corporation

EX-99.(E)(29)

Exhibit (E)(29)

GENERAL GUARANTEE

TO: COMERICA BANK

     THIS GENERAL GUARANTEE (“GUARANTEE”), dated February 1, 2005 is made by Victor and Hannah Zaccaglin Trust dated Much 20, 1992 (the “Guarantor”), in favor of COMERICA BANK (the “Bank”), and is executed pursuant to the loan agreement dated as of the date of this GUARANTEE between the Bank and Drake Development, LLC, a California limited liability company (the “Borrower”) (such loan agreement, as it may from time to time be supplemented, modified and amended, being referred to in this GUARANTEE as the “Agreement”), the provisions of which are incorporated in this GUARANTEE by reference. The Agreement provides, among other things, for rules of construction which apply to this GUARANTEE. Capitalized terms used in this GUARANTEE and not otherwise defined are used with the meanings set forth in the Agreement.

     Subject to the terms and conditions set forth in the Agreement, the Bank has agreed to make a loan to the Borrower in the amount of Twelve Million Five Hundred Thousand And No/100 Dollars ($12,500,000.00) (the “Loan”) to finance the real estate or real estate project of the Borrower known as Moreno Valley Ranchos (the “Project”). The Loan will be secured by a Trust Deed executed by the Borrower with respect to the Project. As a condition of the obligation of the Bank to make the Loan, the Guarantor is required to execute and deliver to the Bank this GUARANTEE.

     To induce the Bank to make the Loan and for other valuable consideration, the Guarantor agrees as follows:

     1. Guaranteed Obligations. The Guarantor absolutely and unconditionally guarantees the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the following (the “Guaranteed Obligations”):

          (a) all present and future indebtedness evidenced by the Note dated the date of this GUARANTEE in the face principal amount of Twelve Million Five Hundred Thousand And No/100 Dollars ($12,500,000.00) executed by the Borrower in favor of the Bank, including principal, interest and all other amounts payable under the terms of the Note; and

          (b) all other present and future obligations of the Borrower to the Bank under the Loan Documents (including any Environmental Indemnity executed by the Borrower in favor of the Bank); in each case as such indebtedness and other obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or resulting in a change in the interest rate on any indebtedness or otherwise. Upon the occurrence of any Event of Default, all Guaranteed Obligations shall, at the option of the Bank, immediately become due and payable by the Guarantor without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by the Guarantor, and irrespective of whether any Guaranteed Obligations have then become due and payable by the Borrower or any other Loan Party (each of the Borrower and any other Loan Party other than the Guarantor being referred to in this GUARANTEE as an “other Loan Party”).

1

     2. Nature of GUARANTEE. This GUARANTEE is a GUARANTEE of payment and performance and not of collection, is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future, including (a) interest and other Guaranteed Obligations arising or accruing after bankruptcy of any Loan Party or any sale or other disposition of any security for this GUARANTEE or for the obligations of any other Loan Party (any such security being referred to in this GUARANTEE as the “Security”), and (b) any Guaranteed Obligations that survive repayment of the Loan. This GUARANTEE and any Security for this GUARANTEE shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is rescinded or must otherwise be returned by the Bank or any other Person upon the bankruptcy, insolvency or reorganization of any Loan Party or otherwise, all as though such payment or performance had not occurred. The Guarantor shall have no authority to revoke this GUARANTEE, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this GUARANTEE shall continue to apply notwithstanding such revocation.

     3 Obligations Independent. The obligations of the Guarantor under this GUARANTEE are independent of the obligations of any other Loan Party under the Loan Documents (such obligations of any other Loan Party, including the Borrower’s obligations in respect of the Guaranteed Obligations, being referred to in this GUARANTEE as the “Other Obligations”) and any Security, and the enforceability of any Security for this GUARANTEE is likewise independent of any such Other Obligations and any other Security. The Bank may bring action against the Guarantor and otherwise enforce this GUARANTEE or any Security for this GUARANTEE without bringing action against any other Loan Party or joining any other Loan Party in any action against the Guarantor, and otherwise independently of any other Remedy that may be available to the Bank at any time with respect to any Other Obligations or Security. The Guarantor waives any right to require the Bank at any time to proceed against any other Loan Party, apply any Security or otherwise enforce, proceed against or exhaust any Other Obligations or Security or pursue any other Remedy in the Bank’s power.

     4. Action with Respect to Other Obligations or Security. The Guarantor authorizes the Bank, without notice or demand and without affecting its liability under or the enforceability of this GUARANTEE or any Security for this GUARANTEE, from time to time to:

          (a) supplement, modify, amend, renew, extend, accept partial payments or performance on or otherwise change the time, manner or place of payment or performance or the interest rate or other terms or the amount of, or release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer or consent to the transfer of or enter into or give any other agreement, approval, waiver or consent with respect to or in exchange for any Other Obligations or Security or any of the Loan Documents;

          (b) receive and hold additional Security or guaranties;

          (c) release any other Loan Party from any personal liability with respect to any Other Obligations and participate in any bankruptcy or reorganization of any other Loan Party in such manner as the Bank may determine; and

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          (d) accelerate, settle, compromise, compound, sue for, collect or otherwise liquidate, enforce or deal with any Other Obligations or Security (including judicial or nonjudicial sale or other disposition of any Security), bid and purchase at any sale or other disposition of any Security and apply any Security and any proceeds or other payments received by the Bank, in each case in such order and manner as the Bank may determine.

     5. Waiver of Defenses. The Guarantor waives any defense to the enforcement of this GUARANTEE or any Security for this GUARANTEE arising by reason of:

          (a) any present or future Laws or orders affecting the terms of, or the Bank’s Remedies with respect to, any Other Obligations or Security;

          (b) the absence or cessation of personal liability of any other Loan Party with respect to any Other Obligations;

          (c) the failure of any other Person to execute this GUARANTEE or any other GUARANTEE or agreement;

          (d) the failure of any Loan Party to properly execute any Loan Document or otherwise comply with applicable legal formalities;

          (e) the unenforceability or invalidity of any Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of any Security;

          (f) any discharge or release of any other Loan Party or any Other Obligations or Security or any impairment or suspension of any Remedies of the Bank, whether resulting from any act or omission of the Bank or any other Person or by operation of law or otherwise;

          (g) any bankruptcy, insolvency or reorganization of any Loan Party or any disability or other defense of any other Loan Party with respect to any Other Obligations or Security;

          (h) any failure of the Bank to disclose to the Guarantor any information relating to the financial condition, operations, properties or prospects of any other Loan Party now or in the future known to the Bank (the Guarantor waiving any duty on the part of the Bank to disclose such information);

          (i) any failure of the Bank to monitor proper application of loan funds or compliance with the Loan Documents, or to preserve, insure or protect any Security or any subrogation, contribution or reimbursement rights of the Guarantor;

          (j) any application of proceeds or payments received by the Bank to obligations other than the Guaranteed Obligations; or

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          (k) any other action by the Bank whether authorized by Section 4 or otherwise, or any omission by the Bank or other failure of the Bank to pursue, or any delay in pursuing, any other Remedy in the Bank’s power.

     The Guarantor further waives: (i) any defense to the recovery by the Bank against the Guarantor of any deficiency or otherwise to the enforcement of this GUARANTEE or any Security for this GUARANTEE based upon Bank’s election of any remedy against Guarantor or any other Loan Party, including, without limitation, the defense to enforcement of this GUARANTEE (the so-called “Gradsky” defense) which, absent this waiver, Guarantor would have by virtue of an election by Bank to conduct a non-judicial foreclosure sale of any real property Security for any Other Obligations, it being understood by Guarantor that any such non-judicial foreclosure sale will destroy, by operation of California Code of Civil Procedure Section 580(d), all rights of any party to a deficiency judgment against the Borrower or any other Loan Party, and, as a consequence, will destroy all rights which Guarantor would otherwise have (including, without limitation, the right of subrogation, the right of reimbursement, and the right of contribution) to proceed against the Borrower and/or any other Loan Party; (ii) any defense or benefits that may be derived from California Code of Civil Procedure Sections 580a, 580d or 726, or comparable provisions of the Laws of any other jurisdiction and all other anti-deficiency and one form of action defenses under the Laws of California and any other jurisdiction; (iii) any right to a fair value hearing under California Code of Civil Procedure Section 580a, or any other similar Law, to determine the size of any deficiency owing (for which Guarantor would be liable hereunder) following a nonjudicial foreclosure sale; (iv) any defense or benefits that may be derived from California Civil Code Sections 2808, 2809, 2810, 2819, 2845, 2849 or 2850 or comparable provisions of the Laws of any other jurisdiction, and all other suretyship defenses it would otherwise have under the Laws of California or any other jurisdiction; (v) all benefits of any statute of limitations affecting the Guarantor’s liability under or the enforcement of this GUARANTEE or any Other Obligations or Security; (vi) all setoffs and counterclaims; (vii) promptness, diligence, presentment, demand for performance and protest; (viii) notice of nonperformance, default, acceleration, protest or dishonor; (ix) except for any notice otherwise required by applicable Laws that may not be effectively waived by the Guarantor, notice of sale or other disposition of any Security; and (x) notice of acceptance of this GUARANTEE and of the existence, creation or incurring of new or additional Guaranteed Obligations, and all other notices of any kind with respect to any Other Obligations. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of an election of remedies by Bank, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Borrower by the operation of Section 580d of the Code of Civil Procedure or otherwise.

     Without limiting the foregoing, or anything else contained in this GUARANTEE, Guarantor waives all rights and defenses that the Guarantor may have because the Guaranteed Obligations are secured by real property. This means, among other things:

          (1) The Bank may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower; and

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defend and save and hold harmless the Bank from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of the Bank’s legal counsel and the reasonable charges of the Bank’s internal legal counsel) suffered or incurred by the Bank as a result of

          (a) any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the rights of creditors generally, or

          (b) any failure of the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.

     9. Rights of Setoff. Upon the occurrence and during the continuance of any Event of Default, the Bank is authorized at any time and from time to time to the fullest extent permitted by applicable Laws, and without notice or demand, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or account of the Guarantor against any and all obligations of the Guarantor under this GUARANTEE.

     10. Financial Information. Upon request by the Bank, the Guarantor shall promptly provide to the Bank copies of requested financial statements and/or tax returns of the Guarantor. All such financial statements delivered to the Bank will be complete and correct and present fairly the financial condition of the Guarantor as of the date thereof under generally accepted accounting principles consistently applied (or such other method of preparation approved by the Bank) and will disclose all liabilities of the Guarantor that are required by the accounting method used to be reflected or reserved against, whether liquidated or unliquidated, fixed or contingent. All tax returns submitted to the Bank by the Guarantor will be true and correct to the best of the knowledge of the Guarantor. The Guarantor hereby agrees that each time a financial statement or tax return is submitted by him to the Bank, the Guarantor shall be deemed to have represented and warranted to the Bank that such financial statement or tax return complies with all of the above requirements and that since the date of such submitted financial statement there has been no material adverse change in the financial condition of the Guarantor.

     11. Waivers and Amendments. No supplement to, modification or amendment of, or waiver, consent or approval under, any provision of this GUARANTEE shall be effective unless in writing and signed by the Bank, and any waiver, consent or approval shall be effective only in the specific instance and for the specific purpose for which given.

     12. Remedies. Each of the Remedies provided in this GUARANTEE is cumulative and not exclusive of, and shall not prejudice, any other Remedy provided in this GUARANTEE or by applicable Laws or under any other Loan Document. Each Remedy may be exercised from time to time as often as deemed necessary by the Bank, and in such order and manner as the Bank may determine. No failure or delay on the part of the Bank in exercising any Remedy shall operate as a waiver of such Remedy; nor shall any single or partial exercise of any Remedy preclude any other or further exercise of such Remedy or of any other Remedy. Any

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Guarantor that is a married person agrees that Bank may look to all of his or her separate property and community property to satisfy his or her obligations under this GUARANTEE.

     13. Costs and Expenses. The Guarantor shall pay to the Bank on demand all costs, expenses and charges of the Bank in connection with the enforcement of or the exercise of any Remedy or any other action taken by the Bank wider or in connection with, this GUARANTEE or any Guaranteed Obligations, including the reasonable fees and disbursements of the Bank’s legal counsel and other out-of-pocket expenses, and the reasonable charges of the Bank’s internal legal counsel.

     14. Notices. All notices and other communications provided under this GUARANTEE shall be in writing and mailed or delivered to the Guarantor at the address set forth on the signature page of this GUARANTEE or at any other address in the State of California as may be designated by the Guarantor in a written notice sent to the Bank in accordance with the notice provision of the Agreement. Any notice or other communication will be effective:

          (a) if given by mail, on the earlier of receipt or the third day after deposit in the United States mails with first-class postage prepaid, or

          (b) if given by personal delivery, when delivered.

     15. Binding Agreement. This GUARANTEE shall be binding on and inure to the benefit of the Guarantor and the Bank and their respective successors and assigns, except that the Guarantor shall have no tight to assign any interest under this GUARANTEE without the prior written consent of the Bank. The Bank may from time to time assign its interest under this GUARANTEE in whole or in part without notice to or the consent of the Guarantor.

     16. Multiple Guarantors. If more than one Person signs this GUARANTEE as Guarantor, (a) the term “Guarantor” shall mean each such Person, (b) the obligations of each Guarantor shall be joint, several and independent, and (c) this GUARANTEE shall be construed and enforced as though each Guarantor executed a separate GUARANTEE on the terms set forth in this GUARANTEE.

     17. Governing Law. This GUARANTEE shall be governed by, and construed and enforced in accordance with, the Laws of California.

     18. Enforceability. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this GUARANTEE are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Bank’s consideration for making the Loan, Bank baa specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Bank that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving

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such defenses. Guarantor acknowledges that Guarantor makes this GUARANTEE with the intent that this GUARANTEE and all of the informed waivers herein shall each and all be fully enforceable by Bank, and that Bank is induced to make the Loan in material reliance upon the presumed full enforceability thereof.

     19. Jury Waiver. Guarantor and Bank acknowledge that the right to trial by jury is a constitutional one, but that it may be waived. Each party, after consulting (or having had the opportunity to consult) with counsel of their choice, knowingly and voluntarily, and for their mutual benefit waives any right to trial by jury in the event of litigation regarding the performance or enforcement of, or in any way related to, this agreement or the indebtedness.

     20. Reference Provision.

          a) The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in the Loan Documents (defined below), but the availability of that process is in doubt because of the opinion of the California Court of Appeal in Grafton Partners LP v. Superior Court, 9 Cal.Rptr.3d 511. This Reference Provision will be applicable until the California Supreme Court completes its review of that case, and will continue to be applicable if either that court or a California Court of Appeal publishes a decision holding that a pre-dispute Jury Trial Waiver provision similar to that contained in the Loan Documents is invalid or unenforceable. Delay in requesting appointment of a referee pending review of any such decision, or participation in litigation pending review, will not be deemed a waiver of this Reference Provision.

          b) Other than (i) nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the Bank and the undersigned (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the Superior Court or Federal District Court in the County or District where venue is otherwise appropriate under applicable law (the “Court”).

          c) The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit with all the powers provided by law. Each party shall have one peremptory challenge pursuant to CCP §170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies.

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          d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP §644.

          e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

          f) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

          g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. The referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

          h) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with

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the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

          i) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS.

“GUARANTOR”:

Victor and Hannah Zaccaglin Trust dated March 20, 1992

By      /s/ Victor Zaccaglin                    
          Victor Zaccaglin, Trustee

Guarantor’s Address:

13160 Mindanao Way, Suite 180
Marina del Rey, California 90292

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EX-99.(E)(30)

EXHIBIT (E)(30)

Loan No. 52-7760000

GENERAL GUARANTY

(Real Estate Secured Loan)

TO: INDYMAC BANK, F.S.B.

     THIS GENERAL GUARANTY (“Guaranty”), dated February 17, 2005, is made by Drake Development, LLC, a California limited liability company; Victor Zaccaglin, an individual; The Victor and Hannah Zaccaglin Trust, dated March 20, 1992 and Scott C. Woodside, an individual (individually and collectively, the “Guarantor”), in favor of INDYMAC BANK, F.S.B. (the “Lender”), and is executed pursuant to the Building Loan Agreement dated as of the date of this Guaranty between the Lender and NORTHPARK 19, LLC, a California limited liability company (the “Borrower”) (such Building Loan Agreement, as it may from time to time be supplemented, modified and amended, being referred to in this Guaranty as the “Agreement”), the provisions of which are incorporated in this Guaranty by reference. The Agreement provides, among other things, for rules of construction which apply to this Guaranty. Capitalized terms used in this Guaranty and not otherwise defined are used with the meanings set forth in the Agreement.

     Subject to the terms and conditions set forth in the Agreement, the Lender has agreed to make a loan to the Borrower in the amount of $6,500,000.00 (the “Loan”) to finance the real estate project of the Borrower known as Northpark (the “Project”). The Loan will be secured by a Trust Deed executed by the Borrower with respect to the Project. As a condition of the obligation of the Lender to make the Loan, the Guarantor is required to execute and deliver to the Lender this Guaranty.

     To induce the Lender to make the Loan and for other valuable consideration, the Guarantor agrees as follows:

     1. Guaranteed Obligations. The Guarantor absolutely and unconditionally guarantees the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the following (the “Guaranteed Obligations”): (a) all present and future Indebtedness evidenced by the Note dated the date of this Guaranty in the face principal amount of $6,500,000.00 executed by the Borrower to the order of the Lender, including principal, interest and all other amounts payable under the terms of the Note; and (b) all other present and future obligations of the Borrower to the Lender under the Loan Documents (including any Environmental Indemnity executed by the Borrower in favor of the Lender and obligations in respect of Letters of Credit and Set Aside letters); in each case as such indebtedness and other obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or resulting in a change in the interest rate on any Indebtedness or otherwise. Upon the occurrence of any Event of Default, all Guaranteed Obligations shall, at the option of the Lender, immediately become due and payable by the Guarantor without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by the Guarantor, and irrespective of whether any Guaranteed Obligations have then become due and payable by the Borrower or any other Loan Party (each of the Borrower and any other Loan Party other than the Guarantor being referred to in this Guaranty as an “other Loan Party”).

     2. Nature of Guaranty. This Guaranty is a guaranty of payment and performance and not of collection and applies to all Guaranteed Obligations, whether existing now or in the

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future, including (a) interest and other Guaranteed Obligations arising or accruing after bankruptcy of any Loan Party or any sale or other disposition of any security for this Guaranty or for the obligations of any other Loan Party (any such security being referred to in this Guaranty as the “Security”), and (b) any Guaranteed Obligations that survive repayment of the Loan. This Guaranty and any Security for this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is rescinded or must otherwise be returned by the Lender or any other Person upon the bankruptcy, insolvency or reorganization of any Loan Party or otherwise, all as though such payment or performance had not occurred. The Guarantor shall have no authority, and hereby waives any right, to revoke this Guaranty, but if any purported revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Guaranty shall continue to apply notwithstanding such revocation.

     3. Obligations Independent. The obligations of the Guarantor under this Guaranty are independent of the obligations of any other Loan Party under the Loan Documents (such obligations of any other Loan Party, including the Borrower’s obligations in respect of the Guaranteed Obligations, being referred to in this Guaranty as the “Other Obligations”) and any Security, and the enforceability of any Security for this Guaranty is likewise independent of any such Other Obligations and any other Security. The Lender may bring action against the Guarantor and otherwise enforce this Guaranty or any Security for this Guaranty without bringing action against any other Loan Party or joining any other Loan Party in any action against the Guarantor, and otherwise independently of any other Remedy that may be available to the Lender at any time with respect to any Other Obligations or Security. The Guarantor waives any right to require the Lender at any time to proceed against any other Loan Party, apply any Security or otherwise enforce, proceed against or exhaust any Other Obligations or Security or pursue any other Remedy in the Lender’s power.

     4. Action with Respect to Other Obligations or Security. The Guarantor authorizes the Lender, without notice or demand and without affecting its liability under or the enforceability of this Guaranty or any Security for this Guaranty, from time to time to: (a) supplement, modify, amend, renew, extend, accept partial payments or performance on or otherwise change the time, manner or place of payment or performance or the interest rate or other terms or to amount of, or release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer or consent to the transfer of or enter into or give any other agreement, approval, waiver or consent with respect to or in exchange for any Other Obligations or Security or any of the Loan Documents; (b) reserve and hold additional Security or guaranties; (c) release any other Loan Party from any personal liability with respect to my Other Obligations and participate in any bankruptcy or reorganization of any other Loan Party in such manner as the Lender may determine; and (d) accelerate, settle, compromise, compound, sue for, collect or otherwise liquidate, enforce or deal with any Other Obligations or Security (including judicial or nonjudicial sale or other disposition of any Security), bid and purchase at any sale or other disposition of any Security and apply any Security and any proceeds or other payments received by the Lender, in each case in such order and manner as the Lender may determine.

     5. Waiver of Defenses. The Guarantor waives any defense to the enforcement of this Guaranty or any Security for this Guaranty arising by reason of: (a) any present or future Laws or orders affecting the terms of, or the Lender’s Remedies with respect to, any Other Obligations or Security; (b) the absence or cessation of personal liability of any other Loan Party with respect to any Other Obligations; (c)the failure of any other Person to execute this Guaranty or any other guaranty or agreement; (d) to failure of any Loan Party to properly execute any Loan Document or otherwise comply with applicable legal formalities; (e) the

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unenforceability or invalidity of any Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of any Security; (f) any discharge or release of any other Loan Party or any Other Obligations or Security or any impairment or suspension of any Remedies of the Lender, whether resulting from any act or omission of the Lender or any other Person or by operation of law or otherwise; (g) any bankruptcy, insolvency or reorganization of any Loan Party or any disability or other defense of any other Loan Party with respect to any Other Obligations or Security; (h) any failure of the Lender to disclose to the Guarantor any information relating to the financial condition, operations, properties or prospects of any other Loan Party now or in the future known to the Lender (the Guarantor waiving any duty on the part of the Lender to disclose such information); (i) any failure of the Lender to monitor proper application of loan funds or compliance with the Loan Documents, or to preserve, insure or protect any Security or any subrogatlon, contribution or reimbursement rights of the Guarantor; (j) any application of proceeds or payments received by the Lender to obligations other then the Guaranteed Obligations; (k) any other action by the Lender, whether authorized by § 4 or otherwise, or any omission by the Lender or other failure of the Lender to pursue, or any delay in pursuing, any other Remedy in the Lender’s power, or (l) any defense arising from a claim that the obligations of the Guarantor are greater than those of the Borrower or any other Loan Party. Guarantor waives all rights and defenses arising out of any election of remedies by the Lender, even though that election of remedies, such as a nonjudidal foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

     The Guarantor waives all rights and defenses that the Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things:

1.	The Lender may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower.
2.	If the Lender forecloses on any real property collateral pledged by the Borrower:

(A)	The amount of the debt may be reduced only by the price for which that collateral Is sold at the foreclosure sale, even if the collateral is worth more than the sale price.
(B)	The Lender may collect from the Guarantor even if the Lender, by foreclosing on the real properly collateral, has destroyed any right the Guarantor may have to collect from the Borrower.

This Is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because the Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

     The Guarantor further waives: (i) any defense to the recovery by the Lender against the Guarantor of any deficiency or otherwise to the enforcement of this Guaranty or any Security for this Guaranty after a nonjudicial sale or other disposition of any Security for any Other Obligations that is determined, for any reason, to not have been conducted in a commercially reasonable manner, even though, in the case of any such Security subject to the Uniform Commercial Code, such failure may prevent the Guarantor from exercising Reimbursement

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Rights against any other Loan Party; (ii) any rights, defenses or benefits that are or may be available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, or comparable provisions of the Laws of any other jurisdiction and all other suretyship defenses it would otherwise have under the Laws of California or any other jurisdiction; (iii) all benefits of any statute of limitations affecting the Guarantor’s liability under or the enforcement of this Guaranty or any Other Obligations or Security; (iv) all setoffs and counterclaims; (v) promptness, diligence, presentment, demand for performance and protest; (vi) notice of nonperformance, default, acceleration, protest or dishonor; (vii) except for any notice otherwise required by applicable Laws that may not be effectively waived by the Guarantor, notice of sale or other disposition of any Security; and (viii) notice of acceptance of this Guaranty and of the existence, creation or incurring of new or additional Guaranteed Obligations, and all other notices of any kind with respect to any Other Obligations.

     6. Waiver of Reimbursement Rights. Until all Other Obligations have been paid and performed in full, the Guarantor shall not exercise any rights of subrogation, reimbursement, contribution or indemnification or any similar rights or remedies (collectively, “Reimbursement Rights”) against any other Loan Party, and waives any right to enforce any Remedy which the Lender now has or may in the future have against any other Loan Party and any benefit of, and any right to participate in, any Security or Other Obligations now or in the future held by the Lender. If the Guarantor nevertheless receives payment of any amount on account of any such Reimbursement Rights or otherwise in respect of any payment or performance by the Guarantor of any Guaranteed Obligations prior to payment and performance in full of all Other Obligations, such amount shall be held in trust for the benefit of the Lender and immediately paid to the Lender for application to the Other Obligations in such order and manner as the Lender may determine.

     7. Representations of the Guarantor. The Guarantor represents and warrants to the Lender that: (a) this Guaranty Is executed at the request of the Borrower, (b) the Guarantor has established adequate means of obtaining from any other Loan Parties on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the financial condition, operations, properties and prospects of such other Loan Parties; (c) the Guarantor has received and approved copies of all of the other Loan Documents; and (d) no oral promises, assurances, representations or warranties have been made by or on behalf of the Lender to induce the Guarantor to execute and deliver this Guaranty.

     8. Financial Statements and Tax Returns. The Guarantor hereby agrees to deliver to the Lender, the following: (a) within 90 days after the end of each fiscal year of the Guarantor for so long as any portion of the Loan is outstanding, Financial Statements for the Guarantor, in form and detail satisfactory to the Lender, for and as at the end of such fiscal year, (b) upon request by the Lender from time to time, quarterly Financial Statements in form and detail satisfactory to the Lender, (c) Tax Returns for the Guarantor within 90 days of filing, and (d) upon the request by Lender from time to time, copies of audited Financial Statements prepared for the Guarantor, in each case certified in a manner acceptable to the Lender.

     9. Indemnification by the Guarantor. Without limitation on any other obligations of the Guarantor or Remedies of the Lender under this Guaranty, the Guarantor shall indemnify, defend and save and hold harmless the Lender from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of the Lender’s legal counsel and the reasonable charges of the Lender’s internal legal counsel) suffered or incurred by the Lender as a result of (a) any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower

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enforceable against the Borrower in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the rights of creditors generally, or (b) any failure of the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.

     10. Rights of Setoff. Upon the occurrence and during the continuance of any Event of Default, the Lender is authorized at any time and from time to time to the fullest extent permitted by applicable Laws, and without notice or demand, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lender to or for the credit or account of the Guarantor against any and all obligations of the Guarantor under this Guaranty.

     11. Waivers and Amendments. No supplement to, modification or amendment of, or waiver, consent or approval under, any provision of this Guaranty shall be effective unless in writing and signed by the Lender, and any waiver, consent or approval shall be effective only in the specific instance and for the specific purpose for which given.

     12. Remedies. Each of the Remedies provided in this Guaranty is cumulative and not exclusive of, and shall not prejudice, any other Remedy provided in this Guaranty or by applicable Laws or under any other Loan Document. Each Remedy may be exercised from time to time as often as deemed necessary by the Lender, and in such order and manner as the Lender may determine. No failure or delay on the part of the Lender in exercising any Remedy shall operate as a waiver of such Remedy; nor shall any single or partial exercise of any Remedy preclude any other or further exercise of such Remedy or of any other Remedy.

     13. Costs and Expenses. The Guarantor shall pay to the Lender on demand all costs, expenses and charges of the Lender in connection with the enforcement of, or the exercise of any Remedy or any other action taken by the Lender under or in connection with, this Guaranty or any Guaranteed Obligations, including the reasonable fees and disbursements of the Lender’s legal counsel and other out-of-pocket expenses, and the reasonable charges of the Lender’s internal legal counsel.

     14. Notices. All notices and other communications provided under this Guaranty shall be in writing and mailed or delivered to the Guarantor at the address set forth on the signature page of this Guaranty or at any other address in the State of California as may be designated by the Guarantor in a written notice sent to the Lender in accordance with § 7.03 of the Agreement. Any notice or other communication will be effective (a) if given by mail, on the earlier of receipt or the third day after deposit in the United States mails with first-class postage prepaid, or (b) if given by personal delivery, when delivered.

     15. Binding Agreement. This Guaranty shall be binding on and inure to the benefit of the Guarantor and the Lender and their respective successors and assigns, except that the Guarantor shall have no right to assign any interest under this Guaranty without the prior written consent of the Lender. The Lender may from time to time assign its interest under this Guaranty in whole or in part without notice to or the consent of the Guarantor.

     16. Multiple Guarantors. If more than one Person signs this Guaranty as Guarantor, (a) the term “Guarantor” shall mean each such Person, (b) the obligations of each Guarantor shall be joint, several and independent, and (c) this Guaranty shall be construed and enforced as though each Guarantor executed a separate guaranty on the terms set forth in this Guaranty.

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     17. Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with, the Laws of California.

     18. Time of Essence. Time is of the essence of each and every provision of this Guaranty.

     19. Nature of Waivers. THE GUARANTOR HEREBY ACKNOWLEDGES THAT (A) THE GUARANTOR HAS CONSULTED WITH LEGAL COUNSEL TO UNDERSTAND THE FULL IMPACT OF THE WAIVERS MADE BY THE GUARANTOR PURSUANT TO THIS GUARANTY, INCLUDING THOSE SET FORTH IN §§ 2, 3, 4, 5, 6 AND 20 HEREOF, (B) THE GUARANTOR UNDERSTANDS THE FULL IMPACT OF SUCH WAIVERS, AND (C) SUCH WAIVERS HAVE BEEN KNOWINGLY AND WILLINGLY MADE BY THE GUARANTOR.

     20. Waiver of Jury Trial. EACH OF THE LENDER AND THE GUARANTOR WAIVE TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING (INCLUDING COUNTERCLAIMS), WHETHER AT LAW OR EQUITY, BROUGHT BY THE LENDER OR THE GUARANTOR AGAINST THE OTHER ON MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THIS GUARANTY, THE OTHER LOAN DOCUMENTS. THE LOAN OR ANY TRANSACTION CONTEMPLATED BY, OR THE RELATIONSHIP BETWEEN THE LENDER AND THE GUARANTOR OR ANY OTHER LOAN PARTY OR ANY ACTION OR INACTION BY ANY PARTY UNDER, ANY OF THE LOAN DOCUMENTS.

     21. Financial Covenants. Guarantor acknowledges that net worth is a significant consideration to Lender in connection with the making of the Loan. Accordingly, Guarantor agrees that the failure by Guarantor and Borrower combined to maintain the following financial capabilities shall constitute an Event of Default.

          a. aggregate liquid assets of not less then One Million and No/100 Dollars ($1,000,000.00) as of the end of each calendar year of the Guarantor and Borrower. Liquid assets shall mean cash or readily marketable publicly traded securities traded or nationally recognized public exchange.

“GUARANTOR”:	Guarantor’s Address:
	13160 Mindanao Way, Suite 180
DRAKE DEVELOPMENT, LLC	Marina Del Rey, CA 90292
a California limited liability company
By:      /s/ Scott Woodside
Scott Woodside
President
/s/ Victor Zaccaglin	Guarantor’s Address:
	2205 Tunbridge Court
Victor Zaccaglin, an individual	Los Angeles, CA 90077-1351

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THE VICTOR AND HANNAH ZACCAGLIN
TRUST
Dated March 20, 1992
By:      /s/ Victor Zaccaglin
Victor Zaccaglin, Trustee
/s/ Scott Woodside	Guarantor’s Address:
	31988 Paseo Parallon
Scott C. Woodside, an individual	Temecula, CA 92592

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EX-99.(E)(31)

EXHIBIT (E)(31)

COMPLETION GUARANTEE

TO: COMERICA BANK

     THIS COMPLETION GUARANTEE (“Guarantee”), dated February 1, 2005 is made by Calprop Corporation, a California corporation (the “Guarantor”), in favor of COMERICA BANK (the “Bank”), and is executed pursuant to the Building Loan Agreement dated as of the date of this Guarantee between the Bank and Drake Development, LLC, a California limited liability company (the “Borrower”) (such Building Loan Agreement, as it may from time to time be supplemented, modified and amended, being referred to in this Guarantee as the “Agreement”), the provisions of which are incorporated in this Guarantee by reference. The Agreement provides, among other things, for rules of construction which apply to this Guarantee. Capitalized terms used in this Guarantee and not otherwise defined are used with the meanings set forth in the Agreement.

     Subject to the terms and conditions set forth in the Agreement, the Bank has agreed to make a loan to the Borrower in the amount of Twelve Million Five Hundred Thousand And No/100 Dollars ($12,500,000.00) (the “Loan”) to finance the real estate project of the Borrower known as Moreno Valley Ranchos (the “Project”). The Loan will be secured by a Trust Deed executed by the Borrower with respect to the Project. As a condition of the obligation of the Bank to make the Loan, the Guarantor is required to execute and deliver to the Bank this Guarantee.

     To induce the Bank to make the Loan and for other valuable considerations, the Guarantor agrees as follows:

     1. Guaranteed Obligations. The Guarantor absolutely and unconditionally guarantees the punctual and complete performance when due of all present and future obligations of the Borrower under the Agreement to (a) construct and complete the Improvements in accordance with the requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to such construction, and (c) discharge all Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or otherwise (the “Guaranteed Obligations”).

     Without limiting any other obligation of the Guarantor or Remedy of the Bank under this Guarantee, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Bank may, with or without notice or demand, (A) enter into such contracts and take such other action as the Bank deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in the Project or the plan of development as the Bank may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Bank in connection with any such action and any unpaid costs or expenses incurred by the Borrower relating to construction of the Improvements (in each case whether or not such costs and expenses are contemplated by, or in excess of amounts set forth in, the Project Budget or any applicable Line Item Budget delivered to the Bank), and (C) pay such other amounts and take such other action as the Bank may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral (the Bank reserving the right to suspend or terminate any such action at any time), and the Guarantor shall pay to the Bank, on demand, all costs and expenses of the Bank in taking any such action (whether or

not the Bank has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Bank; and (ii) whether or not the Bank has previously taken any such action or has suspended or terminated such action, the Guarantor shall, upon demand by the Bank, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Bank reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guarantee and the payment of all costs and expenses of construction not otherwise provided for below, and further subject to satisfaction of all terms and conditions to Disbursements set forth in the Agreement and other Loan Documents and such additional terms, conditions and procedures as the Bank may reasonably require, the Bank shall make available for payment of costs and expenses of construction set forth in the Project Budget or any applicable Line Item Budget delivered to the Bank an amount equal to any additional funds that the Bank may otherwise have been required to disburse for such costs and expenses under the terms of the Agreement as determined by the Bank in its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and any Borrower’s Funds held by the Bank to the extent that the same would otherwise have been available for disbursement for such purposes), provided that the Lien of the Trust Deed (if not previously foreclosed) is a first priority Lien with respect to such amounts, subject only to Permitted Prior Exceptions.

     2. Nature of Guarantee. This Guarantee is a Guarantee of payment and performance and not of collection, is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future, including Guaranteed Obligations arising or accruing after bankruptcy of any Loan Party or any sale or other disposition of ally security for this Guarantee or for the obligations of the Borrower or any other Loan Party (any such security being referred to in this Guarantee as the “Security,” and each of the Borrower and any other Loan Party other than the Guarantor being referred to in this Guarantee as an “other Loan Party”). This Guarantee and any Security for this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is rescinded or must otherwise be returned by the Bank or any other Person upon the bankruptcy, insolvency or reorganization of any Loan Party or otherwise, all as though such payment or performance had not occurred, and the obligations of the Guarantor under this Guarantee shall survive any repayment of the Loan which occurs or is deemed to have occurred as a result of foreclosure of the Trust Deed or any other Security or acceptance by the Bank of a deed or other conveyance in lieu of any such foreclosure. The Guarantor shall have no authority to revoke this Guarantee, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Guarantee shall continue to apply notwithstanding such revocation.

     3. Obligations Independent. The obligations of the Guarantor under this Guarantee are independent of the obligations of any other Loan Party under the Loan Documents (such obligations of any other Loan Party, including the Borrower’s obligations in respect of the Guaranteed Obligations, being referred to in this Guarantee as the “Other Obligations”) and any Security, and the enforceability of any Security for this Guarantee is likewise independent of any such Other Obligations and any other Security. The Bank may bring action against the Guarantor and otherwise enforce this Guarantee or any Security for this Guarantee without bringing action against any other Loan Party or joining any other Loan Party in any action against the Guarantor, and otherwise independently of any other Remedy that may be available to the Bank at any time with respect to any Other Obligations or Security. The Guarantor waives any right to require the Bank at any time to proceed against any other

Loan Party, apply any Security or otherwise enforce, proceed against or exhaust any Other Obligations or Security or pursue any other Remedy in the Bank’s power.

     4. Action with Respect to Other Obligations or Security. The Guarantor authorizes the Bank, without notice or demand and without affecting its liability under or the enforceability of this Guarantee or any Security for this Guarantee, from time to time to: (a) supplement, modify, amend, renew, extend, accept partial payments or performance on or otherwise change the time, manner or place of payment or performance or the interest rate or other terms or the amount of, or release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer or consent to the transfer of or enter into or give any other agreement, approval, waiver or consent with respect to or in exchange for any Other Obligations or Security or any of the Loan Documents; (b) receive and hold additional Security or guaranties; (c) release any other Loan Party from any personal liability with respect to any Other Obligations and participate in any bankruptcy or reorganization of any other Loan Party in such manner as the Bank may determined; and (d) accelerate, settle, compromise, compound, sue for, collect or otherwise liquidate, enforce or deal with any Other Obligations or Security (including judicial or nonjudicial sale or other disposition of any Security), bid and purchase at any sale or other disposition of any Security and apply any Security and any proceeds or other payments received by the Bank, in each case in such order and manner as the Bank may determine.

     5. Waiver of Defenses. The Guarantor waives any defense to the enforcement of this Guarantee or any Security for this Guarantee arising by reason of: (a) any present or future Laws or orders affecting the terms of, or the Bank’s Remedies with respect to, any Other Obligations or Security; (b) the absence or cessation of personal liability of any other Loan Party with respect to any Other Obligations; (c) the failure of any other Person to execute this Guarantee or any other Guarantee or agreement; (d) the failure of any Loan Party to properly execute any Loan Document or otherwise comply with applicable legal formalities; (e) the unenforceability or invalidity of any Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of any Security; (f) any discharge or release of any other Loan Party or any Other Obligations or Security or any impairment or suspension of any Remedies of the Bank, whether resulting from any act or omission of the Bank or any other Person or by operation of law or otherwise; (g) any bankruptcy, insolvency or reorganization of any Loan Party or any disability or other defense of any other Loan Party with respect to any Other Obligations or Security; (h) any failure of the Bank to disclose to the Guarantor any information relating to the financial condition, operations, properties or prospects of any other Loan Party now or in the future known to the Bank (the Guarantor waiving any duty on the part of the Bank to disclose such information); (i) any failure of the Bank to monitor proper application of loan funds or compliance with the Loan Documents, or to preserve, insure or protect any Security or any subrogation, contribution or reimbursement rights of the Guarantor; (j) any application of proceeds or payments received by the Bank to obligations other than the Guaranteed Obligations; or (k) any other action by the Bank, whether authorized by Section 4 or otherwise, or any omission by the Bank or other failure of the Bank to pursue, or any delay in pursuing, any other Remedy in the Bank’s power.

     The Guarantor further waives: (i) any defense to the recovery by the Bank against the Guarantor of any deficiency or otherwise to the enforcement of this Guarantee or any Security for this Guarantee after a nonjudicial sale or other disposition of any Security for any Other Obligations, even though such a sale (or, in the case of any Security subject to the Uniform Commercial Code, the failure of such a sale to be conducted in a commercially reasonable manner) may prevent the Guarantor from

exercising rights of subrogation, contribution or reimbursement against any other Loan Party; (ii) any defense or benefits that may be derived from California Code of Civil Procedure Sections 580a, 580d or 726, or comparable provisions of the Laws of any other jurisdiction, and all other anti-deficiency and one form of action defenses under the Laws of California and any other jurisdiction; (iii) any right to a fair value hearing under California Code of Civil Procedure Section 580a, or any other similar Law, to determine the size of any deficiency owing (for which Guarantor would be liable hereunder) following a nonjudicial foreclosure sale; (iv) any defense or benefits that may be derived from California Civil Code Sections 2808, 2809, 2810, 2819, 2845, 2849 or 2850 or comparable provisions of the Laws of any other jurisdiction, and all other suretyship defenses it would otherwise have under the Laws of California or any other jurisdiction; (v) all benefits of any statute of limitations affecting the Guarantor’s liability under or the enforcement of this Guarantee or any Other Obligations or Security; (vi) all setoffs and counterclaims; (vii) promptness, diligence, presentment, demand for performance and protest; (viii) notice of nonperformance, default, acceleration, protest or dishonor; (ix) except for any notice otherwise required by applicable Laws that may not be effectively waived by the Guarantor, notice of sale or other disposition of any Security; and (x) notice of acceptance of this Guarantee and of the existence, creation or incurring of new or additional Guaranteed Obligations, and all other notices of any kind with respect to any Other Obligations. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of an election of remedies by Bank, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Borrower by the operation of Section 580d of the Code of Civil Procedure or otherwise.

     Without limiting the foregoing, or anything else contained in this Guarantee, Guarantor waives all rights and defenses that the Guarantor may have because the Guaranteed Obligations are secured by real property. This means, among other things:

          (1) The Bank may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower; and

          (2) If the Bank forecloses on any real property collateral pledged by the Borrower: (A) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) the Bank may collect from the Guarantor even if the Bank, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the Borrower.

     This is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because the Guaranteed Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

     6. Waiver of Subrogation. The Guarantor waives the Guarantor’s rights of subrogation and reimbursement and any other rights and defenses available to the Guarantor by reason of Section 2787 to 2855, inclusive, of the California Civil Code including (a) any defenses the Guarantor may have to the Guarantee obligation by reason of an election of remedies by Bank and (b) any rights or defenses the Guarantor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to the antideficiency or other Laws of California limiting or discharging the Borrower’s indebtedness, including Section 580a, 580b, 580d, or 726 of the

Code of Civil Procedure. The Guarantor shall not exercise, and hereby waives, any rights of subrogation, contribution, indemnity or reimbursement against any other Loan Party, and waives any right to enforce any Remedy which the Bank now has or may in the future have against any other Loan Party and any benefit of, and any right to participate in, any Security or Other Obligations now or in the future held by the Bank. If the Guarantor nevertheless receives payment of any amount on account of any such subrogation, contribution, indemnity or reimbursement rights or otherwise in respect of any payment or performance by the Guarantor of any Guaranteed Obligations prior to payment and performance in full of all Other Obligations, such amount shall be held in trust for the benefit of the Bank and immediately paid to the Bank for application to the Other Obligations in such order and manner as the Bank may determine.

     7. Representations of the Guarantor. The Guarantor represents and warrants to the Bank that: (a) this Guarantee is executed at the request of the Borrower; (b) the Guarantor has established adequate means of obtaining from any other Loan Parties on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the financial condition, operations, properties and prospects of such other Loan Parties; (c) the Guarantor has received and approved copies of all of the other Loan Documents; and (d) no oral promises, assurances, representations or warranties have been made by or on behalf of the Bank to induce the Guarantor to execute and deliver this Guarantee.

     8. Indemnification by the Guarantor. Without limitation on any other obligations of the Guarantor or Remedies of the Bank under this Guarantee, the Guarantor shall indemnify, defend and save and hold harmless the Bank from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of the Bank’s legal counsel and the reasonable charges of the Bank’s Internal legal counsel) suffered or incurred by the Bank as a result of (a) any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the rights of creditors generally, or (b) any failure by the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.

     9. Rights of Setoff. Upon the occurrence and during the continuance of any Event of Default, the Bank is authorized at any time and from time to time to the fullest extent permitted by applicable Laws, and without notice or demand, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or account of the Guarantor against any and all obligations of the Guarantor under this Guarantee.

     10. Financial Information. Upon request by the Bank, the Guarantor shall promptly provide to the Bank copies of requested financial statements and/or tax returns of the Guarantor. All such financial statements delivered to the Bank will be complete and correct and present fairly the financial condition of the Guarantor as of the date thereof under generally accepted accounting principles consistently applied (or such other method of preparation approved by the Bank) and will disclose all liabilities of the Guarantor that are required by the accounting method used to be reflected or reserved against, whether liquidated or unliquidated, fixed or contingent. All tax returns submitted to the Bank by the Guarantor will be true and correct to the best of the knowledge of the Guarantor. The Guarantor hereby agrees that each time a financial statement or tax return is submitted by him to

the Bank, the Guarantor shall be deemed to have represented and warranted to the bank that such financial statement or tax return complies with all of the above requirements and that since the date of such submitted financial statement there has been no material adverse change in the financial condition of the Guarantor.

     11. Waivers and Amendments. No supplement to, modification or amendment of, or waiver, consent or approval under, any provision of this Guarantee shall be effective unless in writing and signed by the Bank, and any waiver, consent or approval shall be effective only in the specific instance and for the specific purpose for which given.

     12. Remedies. Each of the Remedies provided in this Guarantee is cumulative and not exclusive of, and shall not prejudice, any other Remedy provided in this Guarantee or by applicable Laws or under any other Loan Document. Each Remedy may be exercised from time to time as often as deemed necessary by the Bank, and in such order and manner as the Bank may determine. No failure or delay on the part of the Bank in exercising any Remedy shall operate as a waiver of such Remedy; nor shall any single or partial exercise of any Remedy preclude any other or further exercise of such Remedy or of any other Remedy. Any Guarantor that is a married person agrees that Bank may look to all of his or her separate property and community property to satisfy his or her obligations under this Guarantee.

     13. Costs and Expenses. The Guarantor shall pay to the Bank on demand all costs, expenses and charges of the Bank in connection with the enforcement of, or the exercise of any Remedy or any other action taken by the Bank under or in connection with, this Guarantee or any Guaranteed Obligations, including the reasonable fees and disbursements of the Bank’s legal counsel and other out-of-pocket expenses, and the reasonable charges of the Bank’s internal legal counsel.

     14. Notices. All notices and other communications provided under this Guarantee shall be in writing and mailed or delivered to the Guarantor at the address set forth on the signature page of this Guarantee or at any other address in the State of California as may be designated by the Guarantor in a written notice sent to the Bank in accordance with the notice provision of the Agreement. Any notice or other communication will be effective (a) if given by mail, on the earlier of receipt or the third day after deposit in the United States mails with first-class postage prepaid, or (b) if given by personal delivery, when delivered.

     15. Binding Agreement. This Guarantee shall be binding on and inure to the benefit of the Guarantor and the Bank and their respective successors and assigns, except that the Guarantor shall have no right to assign any interest under this Guarantee without the prior written consent of the Bank. The Bank may from time to time assign its interest under this Guarantee in whole or in part without notice to or the consent of the Guarantor.

     16. Multiple Guarantors. If more than one Person signs this Guarantee as Guarantor, (a) the term “Guarantor” shall mean each such Person, (b) the obligations of each Guarantor shall be joint, several and independent, and (c) this Guarantee shall be construed and enforced as though each Guarantor executed a separate Guarantee on the terms set forth in this Guarantee.

     17. Governing Law. This Guarantee shall be governed by, and construed and enforced in accordance with, the Laws of California.

     18. Enforceability. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guarantee are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Bank’s consideration for making the Loan, Bank has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Bank that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guarantee with the intent that this Guarantee and all of the informed waivers herein shall each and all be fully enforceable by Bank, and that Bank is induced to make the Loan in material reliance upon the presumed full enforceability thereof.

     19. Jury Waiver. Guarantor and Bank acknowledge that the right to trial by jury is a constitutional one, but that it may be waived. Each party, after consulting (or having had the opportunity to consult) with counsel of their choice, knowingly and voluntarily, and for their mutual benefit waives any right to trial by jury in the event of litigation regarding the performance or enforcement of, or in any way related to, this agreement or the indebtedness.

     20. Reference Provision.

          a) The parties prefer that any dispute between the be resolved in litigation subject to a Jury Trial Waiver as set forth in the Loan Documents (defined below), but the availability of that process is in doubt because of the opinion of the California Court of Appeal in Grafton Partners LP v. Superior Court, 9 Cal.Rptr.3d 511. This Reference Provision will be applicable until the California Supreme Court completes its review of that case, and will continue to be applicable if either that court or a California Court of Appeal publishes a decision holding that a pre-dispute Jury Trial Waiver provision similar to that contained in the Loan Documents is invalid or unenforceable. Delay in requesting appointment of a referee pending review of any such decision, or participation in litigation pending review, will not be deemed a waiver of this Reference Provisions.

          b) Other than (i) nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement or any other document, instrument or agreement the Bank and the undersigned (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the Superior Court or Federal District Court in the County or District where venue is otherwise appropriate under applicable law (the “Court”).

          c) The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be hard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not grated. The referee shall be appointed to sit with all the powers provided by law. Each party shall have one peremptory challenge pursuant to CCP §170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies.

          d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP § 644.

          e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

          f) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

          g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. The referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

          h) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

          i) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS.

“GUARANTOR”:

Calprop Corporation,
a California corporaion

By: /s/ Victor Zaccaglin C.E.O

Guarantor’s Address:
13160 Mindanao Way, Suite 180
Marina Del Rey, California 90292

EX-99.(E)(32)

Exhibit (E)(32)

Loan No. 52-7760000

COMPLETION GUARANTY

TO: INDYMAC BANK F.S.B.

     THIS COMPLETION GUARANTY (“Guaranty”), dated February 17, 2005 is made by CALPROP CORPORATION, a California corporation (the “Guarantor”), in favor of INDYMAC BANK, F.S.B. (“Lender”), and is executed pursuant to the Building Loan Agreement dated as of the date of this Guaranty between the Lender and NORTHPARK 19, LLC, a California limited liability company (the “Borrower”) (such Building Loan Agreement, as it may from time to time be supplemented, modified and amended, being referred to in this Guaranty as the “Agreement”), the provisions of which are incorporated in this Guaranty by reference. The Agreement provides, among other things, for rules of construction which apply to this Guaranty. Capitalized terms used in this Guaranty and not otherwise defined are used with the meanings set forth in the Agreement.

     Subject to the terms and conditions set forth in the Agreement, the Lender has agreed to make a loan to the Borrower in the amount of $6,500,000.00 (the “Loan”) to finance the real estate project of the Borrower known as Northpark (the “Project”). The Loan will be secured by a Trust Deed executed by the Borrower with respect to the Project. As a condition of the obligation of the Lender to make the Loan, the Guarantor is required to execute and deliver to the Lender this Guaranty.

     To induce the Lender to make the Loan and for other valuable consideration, the Guarantor agrees as follows:

     1. Guaranteed Obligations. The Guarantor absolutely and unconditionally guarantees the punctual and complete performance when due of all present and future obligations of the Borrower under the Agreement to (a) construct and complete the Improvements in accordance with the requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to such construction, and (d) discharge all Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and extended, whether evidenced by new or additional Documents or otherwise (the “Guaranteed Obligations”).

     Without limiting any other obligation of the Guarantor or Remedy of the Lender under this Guaranty, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Lender may, with or without notice or demand, (A) enter into such contracts and take such other action as the Lender deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in the Project or the plan of development as the Lender may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Lender in connection with any such action and any unpaid costs or expenses incurred by the Borrower relating to construction of the Improvements (in each case whether or not such costs and expenses are contemplated by, or in excess of amounts set forth in, the Project Budget or any applicable Line Item Budget delivered to the Lender), and (C) pay such other amounts and take such other action as the Lender may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral (the Lender

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reserving the right to suspend or terminate any such action at any time), and the Guarantor shall pay to the Lender, on demand, all costs and expenses of the Lender in taking any such action (whether or not the Lender has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Lender; and (ii) whether or not the Lender has previously taken any such action or has suspended or terminated such action, the Guarantor shall, upon demand by the Lender, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Lender reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guaranty and the payment of all costs and expenses of construction not otherwise provided for below, and further subject to such additional terms, conditions and procedures as the Lender may reasonably require, the Lender shall make available for payment of costs and expenses of construction set forth in the Project Budget or any applicable Line Item Budget delivered to the Lender an amount equal to any additional funds that the Lender may otherwise have been required to disburse for such costs and expenses under the terms of the Agreement as determined by the Lender in its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and any Borrower’s Funds held by the Lender to the extent that the same would otherwise have been available for disbursement for such purposes), provided that the Lien of the Trust Deed (if not previously foreclosed) is a first priority Lien with respect to such amounts, subject only to Permitted Prior Exceptions.

     2. Nature of Guaranty. This Guaranty is a guaranty of payment and performance and not of collection, and applies to all Guaranteed Obligations, whether existing now or in the future, including Guaranteed Obligations arising or accruing after bankruptcy of any Loan Party or any sale or other disposition of any security for this Guaranty or for the obligations of the Borrower or any other Loan Party (any such security being referred to in this Guaranty as the “Security,” and each of the Borrower and any other Loan Party other than the Guarantor being referred to in this Guaranty as an “other Loan Party”). This Guaranty and any Security for this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is rescinded or must otherwise be returned by the Lender or any other Person upon the bankruptcy, insolvency or reorganization of any Loan Party or otherwise, all as though such payment or performance had not occurred, and the obligations of the Guarantor under this Guaranty shall survive any repayment of the Loan which occurs or is deemed to have occurred as a result of foreclosure of the Trust Deed or any other Security or acceptance by the Lender of a deed or other conveyance in lieu of any such foreclosure. The Guarantor shall have no authority, and hereby waives any right, to revoke this Guaranty, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Guaranty shall continue to apply notwithstanding such revocation.

     3. Obligations Independent. The obligations of the Guarantor under this Guaranty are independent of the obligations of any other Loan Party under the Loan Documents (such obligations of any other Loan Party, including the Borrower’s obligations in respect of the Guaranteed Obligations, being referred to in this Guaranty as the “Other Obligations”) and any Security, and the enforceability of any Security for this Guaranty is likewise independent of any such Other Obligations and any other Security. The Lender may bring action against the Guarantor and otherwise enforce this Guaranty or any Security for this Guaranty without bringing action against any other Loan Party or joining any other Loan Party in any action against the Guarantor, and otherwise independently of any other Remedy that may be available to the Lender at any time with respect to any Other Obligations or Security. The Guarantor waives any right to require the Lender at any time to proceed against any other Loan Party,

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apply any Security or otherwise enforce, proceed against or exhaust any Other Obligations or Security or pursue any other Remedy in the Lender’s power.

     4. Action with Respect to Other Obligations or Security. The Guarantor authorizes the Lender, without notice or demand and without affecting its liability under or the enforceability of this Guaranty or any Security for this Guaranty, from time to time to: (a) supplement, modify, amend, renew, extend, accept partial payments or performance on or otherwise change the time, manner or place of payment or performance or the interest rate or other terms or the amount of, or release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer or consent to the transfer of or enter into or give any other agreement approval, waiver or consent with respect to or in exchange for any Other Obligations or Security or any of the Loan Documents; (b) receive and hold additional Security or guaranties; (c) release any other Loan Party from any personal liability with respect to any Other Obligations and participate in any bankruptcy or reorganization of any other Loan Party in such manner as the Lender may determine; and (d) accelerate, settle, compromise, compound, sue for, collect or otherwise liquidate, enforce or deal with any Other Obligations or Security (including judicial or nonjudicial sale or other disposition of any Security), bid and purchase at any sale or other disposition of any Security and apply any Security and any proceeds or other payments received by the Lender, in each case in such order and manner as the Lender may determine.

     5. Waiver of Defenses. The Guarantor waives any defense to the enforcement of this Guaranty or any Security for this Guaranty arising by reason of: (a) any present or future Laws or orders affecting the terms of, or the Lender’s Remedies with respect to, any Other Obligations or Security; (b) the absence or cessation of personal liability or any other Loan Party with respect to any Other Obligations; (c) the failure of any other Person to execute this Guaranty or any other guaranty or agreement; (d) the failure of any Loan Party to properly execute any Loan Document or otherwise comply with applicable legal formalities; (e) the unenforceability or invalidity of any Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of any Security; (f) any discharge or release of any other Loan Party or any Other Obligations or Security or any impairment or suspension of any Remedies of the Lender, whether resulting from any act or omission of the Lender or any other Person or by operation of law or otherwise; (g) any bankruptcy, insolvency or reorganization of any Loan Party or any disability or other defense of any other Loan Party with respect to any Other Obligations or Security; (h) any failure of the Lender to disclose to the Guarantor any information relating to the financial condition, operations, properties or prospects of any other Loan Party now or in the future known to the Lender (the Guarantor waiving any duty on the part of the Lender to disclose such information); (i) any failure of the Lender to monitor proper application of loan funds or compliance with the Loan Documents, or to preserve, insure or protect any Security or any subrogation, contribution or reimbursement rights of the Guarantor; (j) any application of proceeds or payments received by the Lender to obligations other then the Guaranteed Obligations; (k) any other action by the Lender, whether authorized by § 4 or otherwise, or any omission by the Lender or other failure of the Lender to pursue, or any delay in pursuing, any other Remedy in the Lender’s power; or (l) any defense arising from a claim that the obligations of the Guarantor are greater than those of the Borrower or any other Loan Party. The Guarantor waives all rights and defenses arising out of any election of remedies by the Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

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     The Guarantor waives all rights and defenses that the Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things:

1	The Lender may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower.
2.	If the Lender forecloses on any real property collateral pledged by the Borrower:

(A)	The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.
(B)	The Lender may collect from the Guarantor even if the Lender, by foreclosing on the real property collateral, has destroyed any right this Guarantor may have to collect from the Borrower.

This is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because the Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

     The Guarantor further waives: (i) any defense to the recovery by the Lender against the Guarantor of any deficiency or otherwise to the enforcement of this Guaranty or any Security for this Guaranty after a nonjudicial sale or other disposition of any Security for any Other Obligations that is determined, for any reason, to not have been conducted in a commercially reasonable manner, even though, in the case of any such Security subject to the Uniform Commercial Code, such failure may prevent the Guarantor from exercising Reimbursement Rights against any other Loan Party; (ii) any rights, defenses or benefits that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, or comparable provisions of the Laws of any other jurisdiction and all other suretyship defenses it would otherwise have under the Laws of California or any other jurisdiction; (iii) all benefits of any statute of limitations affecting the Guarantor’s liability under or the enforcement of this Guaranty or any Other Obligations or Security; (iv) all setoffs and counterclaims; (v) promptness, diligence, presentment, demand for performance and protest; (vi) notice of nonperformance, default, acceleration, protest or dishonor; (vii) except for any notice otherwise required by applicable Laws that may not be effectively waived by the Guarantor, notice of sale or other disposition of any Security, and (viii) notice of acceptance of this Guaranty and of the existence, action or incurring of new or additional Guaranteed Obligations, and all other notices of any kind with respect to any Other Obligations.

     6. Waiver of Reimbursement Rights. Until all Other Obligations have been paid and performed in full, the Guarantor shall not exercise any rights of subrogation, reimbursement contribution or indemnification or any similar rights or remedies (collectively, “Reimbursement Rights”) against any other Loan Party, and waives any right to enforce any Remedy which the Lender now has or may in the future have against any other Loan Party and any benefit of, and any right to participate in, any Security or Other Obligations now or in the future held by the Lender. If the Guarantor nevertheless receives payment of any amount on account of any such Reimbursement Rights or otherwise in respect of any payment or performance by the Guarantor of any Guaranteed Obligations prior to payment and performance in full of all Other Obligations, such amount shall be held in trust for the benefit of the Lender and immediately paid to the

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Lender for application to the Other Obligations in such order and manner as the Lender may determine.

     7. Representations of the Guarantor. The Guarantor represents and warrants to the Lender that: (a) this Guaranty is executed at the request of the Borrower; (b) the Guarantor has established adequate means of obtaining from any other Loan Parties on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the financial condition, operations, properties and prospects of such other Loan Parties; (c) the Guarantor has received and approved copies of all of the other Loan Documents; and (d) no oral promises, assurances, representations or warranties have been made by or on behalf of the Lender to induce the Guarantor to execute and deliver this Guaranty.

     8. Financial Statements and Tax Returns. The Guarantor hereby agrees to deliver to the Lender the following: (a) within 90 days after the end of each fiscal year of the Guarantor for so long as any portion of the Loan is outstanding. Financial Statements for the Guarantor, in form and detail satisfactory to the Lender, for and as at the end of such fiscal year, and, (b) upon request by the Lender from time to time, quarterly Financial Statements for the Guarantor, in form and detail satisfactory to the Lender, (c) Tax Returns for the Guarantor within 90 days of filing, and (d) upon the request by Lender from time to time, copies of audited Financing Statements prepared for the Guarantor, in each case certified in a manner acceptable to the Lender.

     9. Indemnification by the Guarantor. Without limitation on any other obligations of the Guarantor or Remedies of the Lender under this Guaranty, the Guarantor shall indemnify, defend and save and hold harmless the Lender from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of the Lender’s legal counsel and the reasonable charges of the Lender’s internal legal counsel) suffered or incurred by the Lender as a result of (a) any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the rights of creditors generally, or (b) any failure by the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.

     10. Rights of Setoff. Upon the occurrence and during the continuance of any Event of Default, the Lender is authorized at any time and from time to time to the fullest extent permitted by applicable Laws, and without notice or demand, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lender to or for the credit or account of the Guarantor against any and all obligations of the Guarantor under this Guaranty.

     11. Waivers and Amendments. No supplement to, modification or amendment of, or waiver, consent or approval under, any provision of this Guaranty shall be effective unless in writing and signed by the Lender, and any waiver, consent or approval shall be effective only in the specific instance and for the specific purpose for which given.

     12. Remedies. Each of the Remedies provided in this Guaranty is cumulative and not exclusive of, and shall not prejudice, any other Remedy provided in this Guaranty or by applicable Laws or under any other Loan Document. Each Remedy may be exercised from time to time as often as deemed necessary by the Lender, and in such order and manner as the Lender may determine. No failure or delay on the part of the Lender in exercising any Remedy

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shall operate as a waiver of such Remedy; nor shall any single or partial exercise of any Remedy preclude any other or further exercise of such Remedy or of any other Remedy.

     13. Costs and Expenses. The Guarantor shall pay to the Lender on demand all costs, expenses and charges of the Lender in connection with the enforcement of, or the exercise of any Remedy or any other action taken by the Lender under or in connection with, this Guaranty or any Guaranteed Obligations, including the reasonable fees and disbursements of the Lender’s legal counsel and other out-of-pocket expenses, and the reasonable charges of the Lender’s internal legal counsel.

     14. Notices. All notices and other communications provided under this Guaranty shall be in writing and mailed or delivered to the Guarantor at the address set forth on the signature page of this Guaranty or at any other address in the State of California as may be designated by the Guarantor in a written notice sent to the Lender in accordance with § 7.03 of the Agreement. Any notice or other communication will be effective (a) if given by mail, on the earlier of receipt or the third day after deposit in the United States malls with first-class postage prepaid, or (b) if given by personal delivery, when delivered.

     15. Binding Agreement. This Guaranty shall be binding on and inure to the benefit of the Guarantor and the Lender and their respective successors and assigns, except that the Guarantor shall have no right to assign any interest under this Guaranty without the prior written consent of the Lender. The Lender may from time to time assign its interest under this Guaranty in whole or in part without notice to or the consent of the Guarantor.

     16. Multiple Guarantors. if more than one Person signs this Guaranty as Guarantor, (a) the term “Guarantor” shall mean each such Person, (b) the obligation of each Guarantor shall be joint several and independent, and (c) this Guaranty shall be construed and enforced as though each Guarantor executed a separate guaranty on the terms set forth in this Guaranty.

     17. Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with the laws, the Laws of California.

     18. Time of Essence. Time is of the essence of each and every provision of this Guaranty.

     19. Nature of Waivers. THE GUARANTOR HEREBY ACKNOWLEDGES THAT (A) THE GUARANTOR HAS CONSULTED WITH LEGAL COUNSEL TO UNDERSTAND THE FULL IMPACT OF THE WAIVERS MADE BY THE GUARANTOR PURSUANT TO THIS GUARANTY, INCLUDING THOSE SET FORTH IN SECTIONS 2, 3, 4, 5, 6, AND 20 HEREOF, (B) THE GUARANTOR UNDERSTANDS THE FULL IMPACT OF SUCH WAIVERS, AND (C) SUCH WAIVERS HAVE BEEN KNOWINGLY AND WILLINGLY MADE BY THE GUARANTOR.

     20. Waiver of Jury Trial. EACH OF THE LENDER AND THE GUARANTOR WAIVER TRIAL BY JURY IN ANY ACTION OF OTHER PROCEEDING (INCLUDING COUNTERCLAIMS), WHETHER AT LAW OR EQUITY, BROUGHT BY THE LENDER OR THE GUARANTOR AGAINST THE OTHER ON MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THIS GUARANTY THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY TRANSACTION CONTEMPLATED BY, OT THE RELATIONSHIP BETWEEN THE LENDER AND THE GUARANTOR OR ANY OTHER LOAN PARTY OR ANY ACTION OR INACTION BY ANY PARTY UNDER, ANY OF THE LOAN DOCUMENTS.

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“GUARANTOR”:

CALPROP CORPORATION		Guarantor’s Address:
a California corporation
By:	/s/ Victor Zaccaglin	13160 Mindanao Way, Suite 170
	Victor Zaccaglin	Marina Del Rey, CA 90292
	President
By:	/s/ Henry Nierodzik
	Henry Nierodzik
	Secretary

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