10. Exchange Agreement

On August 28, 2012, the Company, YA, Management and the Timios Management (as these parties have been previously defined) entered into an Agreement in which all parties agreed to exchange certain debt and securities owned by them for Series J Preferred Stock of the Company. In accordance with the terms of the Exchange:

· YA exchanged (i) 9,549 shares of the Company’s Series H Preferred Stock and all rights, title and interest therein, including, without limitation, any accrued dividends; (ii) 1,000,000 shares of the Company’s Series F Preferred Stock and all rights, title and interest therein, including, without limitation, any accrued dividends; (iii) Warrants numbered HOMS-5-1 and HOMS-5-2 issued on March 14, 2008 for the purchase of up to an aggregate of 166,667 shares of the Company’s Common Stock; and all rights, title and interest in the YA Notes (as defined below), for an aggregate of 2,043,810 shares of Series J Preferred:

· Amended and Restated Non-Recourse Promissory Note in the original principal amount of $970,609 by the Company in favor of YA;

· Promissory Note issued November 28, 2008 in the original principal amount of $71,345 by the Company in favor of YA;

· Promissory Note issued November 26, 2008 in the original principal amount of $178,655 by the Company in favor of YA;

· Secured Promissory Note issued March 14, 2008 (the “First March 2008 Promissory Note”) in the original principal amount of Eight Hundred Seventy Eight Thousand Nine Hundred Twenty Three Dollars ($878,923) by the Company in favor of YA; and

· Secured Promissory Note issued March 14, 2008 (the “Third March 2008 Promissory Note” and, collectively, with the Second Amended and Restated Note, November 28 Promissory Note, November 26 Promissory Note and First March 2008 Note, the “YA Notes”) in the original principal amount of Six Million Three Hundred Ten Thousand Dollars ($6,310,000) by the Company in favor of YA;

· The Management exchanged an aggregate of 350 shares of Series H Preferred, and all rights, title and interest therein, including, without limitation, any and all accrued dividends, in exchange for an aggregate of 146,667 shares of Series J Preferred;

· The Timios Management exchanged an aggregate of 500,000 shares of Series A Preferred Stock of Fiducia Real Estate Solutions, Inc. and all rights, title and interest therein, including, without limitation, any and all accrued dividends, in exchange for an aggregate of 428,571 shares of Series J Preferred and 307,985 shares of Common Stock; and

· C. Thomas McMillen and Michael T. Brigante exchanged an aggregate of 49 shares of common stock of Fiducia Holdings Corporation for an aggregate of 95 shares of Series J Preferred and 1,759,288 shares of Common Stock.

Concurrently with, and as a condition precedent to the Exchange, the Secured Promissory Note issued March 14, 2008 $6,750,000 by the Company in favor of YA was amended and restated into two non-recourse promissory notes, the first of which was an Amended and Restated Non-Recourse Promissory Note in the original principal amount of $2,311,050 (the “August Note”) and the second of which was the Second Amended and Restated Non-Recourse Note (as defined above), which Second Amended and Restated Non-Recourse Note, along with the other YA Notes, was exchanged for shares of Series J Preferred, as described above. All accrued and unpaid interest under the Second March 2008 Note was incorporated into the principal balances of the August Note and the Second Amended and Restated Non-Recourse Note and therefore, on the date on which the August Note and the Second Amended and Restated Non-Recourse Note were issued, there was no accrued and unpaid interest thereunder.

The following tables reflect the outstanding debt and Preferred Stock of the Company at December 31, 2012, the Transition Period — December 31, 2011and June 30, 2011:

	December 31, 2012			December 31, 2011			June 30, 2011

Senior Secured Notes Payable (the New Notes)	$	—		$	—		$	6,310,000
Senior Secured Notes Payable (the Exchange Notes)	—			1,624,904			6,750,000
Debenture interest conversion note	—			—			878,923
Nonrecourse note payable	1,050,000
Secured note payable	250,000
Treasury stock purchase note	—			—			250,000
Debt discount	(31,687		)
Accrued interest on above notes	—			3,928,874			5,536,117

Total notes payable	1,268,313			5,553,778			19,725,040
Less current portion of term debt	(980,637		)	(5,553,778		)	(19,725,040		)
Long term portion	$	287,676		$	—		$	—

All amounts under the notes payable indicated above are due to YA. The notes are non-interest bearing and have been discounted using an effective rate of 6%. Of the total notes payable of $1,268,313, $980,637 is due in 2013, $228,967 is due in 2014 and $58,709 is due in 2015.

	December 31, 2012			December 31, 2011			June 30, 2011
Preferred Stock	Potential Common Shares	Accrued Dividends		Potential Common Shares *	Accrued Dividends		Potential Common Shares *	Accrued Dividends
Series J	8,612,201	$	—	—	$	—	—	$	—
Series F	—	—		20,000	—		20,000	—
Series H	—	—		1,114,628		4,234,557	1,114,628		3,935,147
Series I	—	—		—		—	220,000		1,115,901
Total	8,612,201	$	—	1,134,628	$	4,234,557	1,354,628	$	5,051,048

*Reflects a 1 for 500 reverse split

On August 28, 2012, the Board designated 2,619,143 shares, of the 5,000,000 shares authorized, as Series J Convertible Preferred Stock, par value $0.01 per share. The Series J Preferred provides for an accruing preferential liquidating dividend of 8% per annum, provided that the shares are not converted. Each share of Series J Preferred converts into 3.288 shares of our Common Stock, at anytime at the option of the holder. As of December 31, 2012, 30,000 shares of the Series J Preferred have been converted into 90,438 shares of our Common Stock. (see Note 16 - Subsequent Events) (See also Note 16-Debt Restructuring regarding the amendment and restatement of the August Note.)