PART II AND III

Tuscan Gardens Secured Income Fund, LLC

189 South Orange Avenue, Suite 1650, Orlando, Florida 32801
(407) 331-8004

Dated:  June 19, 2015

10,000 Multi-Class Preferred Membership Units

The Offering will commence promptly after the date of this Offering *
Circular and will terminate upon the earlier of: (i) the completion *
of the sale of all of the Units, or (ii) December 31, 2016. The *
Offering may be extended by the Fund in its sole discretion (the *
"Offering Period"). The Offering may be closed from time to time, *
in tranches of any number of Units (collectively the "Closings"). *
The total amount of the Offering is Fifty Million Dollars ($50,000,000).

During the Offering Period, funds collected for the purchase of Units *
will be deposited in an escrow account owned by the Fund but escrow *
may be broken at such time as Fifty (50) Units are sold and the *
investment proceeds are received in the amount of Two Hundred and *
Fifty Thousand Dollars ($250,000.00).  Thereafter, escrow deposits *
will not be required.  See the "Securities Being Offered" section *
for specific information and disclosures concerning the securities *
offered in this Offering.

	Price to Public	Underwriting Discounts and Commissions	Proceeds
to the Fund
Proceeds to other persons
Per Unit	$5,000	N/A	$5,000	N/A
Total Minimum	$250,000	N/A	$250,000	N/A
Total Maximum	$50,000,000	N/A	$50,000,000	N/A

These securities are speculative and involve a high degree of risk.  *
You should purchase Units only if you can afford to lose your entire *
investment.  See the "RISK FACTORS" section beginning on Page 2 for *
information that management believes present the most substantial *
risk to an investor in this Offering.

The United States Securities and Exchange Commission does not pass *
upon the merits of or give its approval to any securities offered or *
the terms of the Offering, nor does it pass upon the accuracy or *
completeness of any Offering circular or other solicitation materials. *
These securities are offered pursuant to an exemption from registration *
with the Commission; however, the Commission has not made an independent *
determination that the securities offered are exempt from registration.

An Offering statement pursuant to Regulation A relating to these *
securities has been filed with the Securities and Exchange Commission. *
Information contained in this Preliminary Offering Circular is subject *
to completion or amendment. These securities may not be sold nor may *
offers to buy be accepted before the Offering statement filed with the *
Commission is qualified. This Preliminary Offering Circular shall not *
constitute an offer to sell or the solicitation of an offer to buy nor *
may there be any sales of these securities in any state in which such *
offer, solicitation or sale would be unlawful before registration or *
qualification under the laws of any such state. We may elect to satisfy *
our obligation to deliver a Final Offering Circular by sending you a *
notice within two business days after the completion of our sale to you *
that contains the URL where the Final Offering Circular or the Offering *
statement in which such Final Offering Circular was filed may be obtained.

Generally, no sale may be made to you in this Offering if the aggregate *
purchase price you pay is more than 10% of the greater of your annual *
income or net worth. Different rules apply to accredited investors and *
non-natural persons. Before making any representation that your *
investment does not exceed applicable thresholds, we encourage you to *
review Rule 251(d)(2)(i)(C) of Regulation A. For general information on *
investing, we encourage you to refer to www.investor.gov.



Table of Contents


	Page
SUMMARY AND RISK FACTORS
Offering Circular Summary	1
Risk Factors	2
FORWARD LOOKING STATEMENTS AND INFORMATION	7
PLAN OF DISTRIBUTION	8
USE OF PROCEEDS	8
DESCRIPTION OF BUSINESS	9
DESCRIPTION OF PROPERTY	10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS *
OF OPERATIONS
	10
Operational Plan	10
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	11
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	12
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	13
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	13
SECURITIES BEING OFFERED	13
Description of the Asset Classes Offered	13
Description of the Securities Offered	13



SUMMARY AND RISK FACTORS

Offering Circular Summary

This summary only highlights selected information contained in greater *
detail elsewhere in this Offering Circular and does not contain all of *
the information that you should consider before investing in the Units. *
You should carefully read the entire Offering Circular, including *
"Risk Factors" beginning on Page 2, and the financial statements, before *
making an investment decision.

The Company and Organizational Structure

Tuscan Gardens Secured Income Fund, LLC is a newly formed Florida *
limited liability company that intends to acquire real estate parcels *
in the United States for the development and construction of luxurious *
senior housing communities consisting of independent living, assisted *
living and/or memory care units, and ultimately to own and/or operate *
or sell the Properties.

The Fund is managed by Tuscan Gardens Secured Income Fund Manager LLC *
(the "Manager").  The Manager will be making the investment decisions *
for the Fund.  Tuscan Gardens Management Corporation (the "Management *
Corporation") is the Manager of Tuscan Gardens Secured Income Fund *
Manager LLC, and will be making the business decisions for Tuscan *
Gardens Secured Income Fund Manager LLC.

Market Opportunity

We believe that the senior housing market is underserved in many *
geographic areas and that there is significant opportunity in this *
market, particularly in areas with mid to upper income demographics.

The properties that will be acquired and/or developed by the Fund are *
intended to consist of properties which are primarily located in *
primary market areas which reflect mid to upper income demographics *
within an age cohort of 75 and above which are under-served by *
existing senior housing facilities.  The senior housing communities *
will have approximately 130,000 to 210,000 square feet located on *
parcels of approximately 5 to 12 acres.

The Offering

This Offering involves the purchase of Multi-Class Preferred *
Membership Units ("Units") in the Fund, which was formed for the *
purpose of acquiring one (1) to twenty (20) parcels of real estate in *
the United States, developing and constructing on each parcel a *
luxurious senior housing community consisting of independent living, *
assisted living and/or memory care for approximately sixty (60) to *
two-hundred and forty (240) residents (collectively the "Properties"), *
and ultimately to own and/or operate or sell the Properties.

We are offering a minimum of Fifty (50) Units and a maximum of Ten *
Thousand (10,000) Units. Each Unit is priced at Five Thousand Dollars *
($5,000) and a minimum purchase of five (5) Units is required, *
although the minimum number of Units may be offered in fractions at *
the discretion of the Manager. The executive management of the Fund *
may purchase less.  Any number of additional Units may be purchased.


Risk Factors

An investment in the Units offered hereby involves a number of risks. *
Prospective investors should carefully consider the following *
information about these risks, together with the other information in *
this Offering Circular, before investing in the Units.

The Fund is engaged in a business that involves a number of risks and *
an investment in the Units is speculative in nature. Prospective *
investors should make an investment in the Units only after consulting *
with independent, qualified sources of investment and tax advice and *
only if their financial condition will permit them to bear the risk of *
a total loss of their investment. Prospective investors should consider *
an investment in the Units only as a long-term investment.

Prospective investors should carefully consider the risks and *
uncertainties described below, as well as all of the other information *
included in this Offering Circular, before deciding whether to purchase *
any Units. Any of the following risks and uncertainties could materially, *
adversely affect the Fund and its overall financial condition and, *
therefore, could negatively impact the value of an investment. *
Prospective investors should not invest in the Units unless they can *
afford to lose the investment made with the Fund.

Risks Related to the Company's Business and Business Model

Tuscan Gardens Design Concept.  The design concept upon which Tuscan *
Gardens is premised includes, as the centerpiece of the residence, an *
open, community kitchen, accessible to all residents. There can be no *
assurance that the Fund will be able to bring that design concept to *
fruition to its fullest, based on health, safety, and other laws, rules, *
regulations and standards applicable to the structure and its intended use.

Lack of operating history.  The Fund and its affiliated entities have no *
operating history. The Fund is using an unproven business model and *
cannot guarantee that the business model is appropriate to the *
implementation of its business plan.

Unproven revenue and profit potential of our business model.  Because the *
business model is unproven as to the sizes of the assisted living and *
memory care units and the combination of the two of them, both the *
revenue and profit potential of the Fund are uncertain. If the Fund *
meets its revenue expectations, there is no guarantee that the Fund will *
be profitable or that costs will not continue to exceed revenue.

The revenue is dependent upon one tenant.   The Properties will have one *
tenant.  There is a risk that tenant will not be able to maintain *
necessary occupancy levels in one or more of the Properties and there is *
no guarantee that tenant will be profitable. There is a risk that tenant *
will be unable to pay the rent as it comes due.  If the rent is not paid *
as it comes due, the Fund may not be able to pay the normal, recurring *
operating expenses of the Properties and/or the required monthly loan *
payments.  The risk of being unable to pay the recurring operating *
expenses and the required monthly loan payment is that the Fund, at the *
extreme, could face foreclosure on one or more of the Properties or in a *
lesser case, the projected cash distributions will not be able to be made.

Lack of tenant operational history for Properties.  The Properties have *
not yet been identified, purchased, developed or constructed, and are *
not in operation at this time, and it is not possible to determine if the *
Properties will be profitable.  If the Properties are not profitable, the *
tenant could cease operating the locations and cease rent payments.  If *
the rents are not paid as they come due, the Fund may not be able to pay *
the normal, recurring operating expenses of the Properties, as are *
required, and/or the required monthly loan payments.  The risk of being *
unable to pay the recurring operating expenses and the required monthly *
loan payment is that the Fund, at the extreme, could face foreclosure *
on one or more of the Properties or in a lesser case, the projected *
cash distributions will not be able to be made.

Licensing Requirements.  The assisted living component of Tuscan *
Gardens, as well as the memory care component, each requires a license *
from various states to operate.  While the Fund Manager believes that *
it will obtain those licenses, there can be no assurances that the *
licenses will either be issued or be issued on a timely basis.

Risks of having no control in management.  Under the Operating Agreement, *
Preferred Members do not have a right to participate in the management of *
the Fund's affairs and have no voting rights.  Preferred Members cannot *
propose changes to the Manager or to the Operating Agreement.

Under the Operating Agreement, it may also be difficult for Preferred *
Members to enforce claims against the Manager, which means that *
Preferred Members may not be able to recover any losses they may *
suffer through their ownership of Units arising from acts of the *
Manager that harm the Fund's business.

The Manager and its management must discharge their duties with *
reasonable care, in good faith and in the best interest of the Fund.  *
Despite this obligation, the Operating Agreement limits management's *
liability to the Fund and all Members.  The Manager is not liable for *
monetary damages unless it involves receipt of an improper personal *
financial benefit, a willful failure to deal fairly with the Fund on *
matters where there is a material conflict of interest, a knowing *
violation of law, or willful misconduct.  Any Member's ability to *
bring legal action against the Manager for these actions is also *
limited.  Members may only bring a legal action on behalf of the *
Fund if it has refused to bring the action or an effort to cause *
the Manager to bring the action is not likely to succeed.

Members must rely on the Manager for management of the business.  *
The Manager will make all decisions with respect to the management *
of the Fund.  Preferred Members will have no right or power to take *
part in the management of the Fund. Therefore, they will be relying *
entirely on the Manager for management of the Fund and the operation *
of its business.  The Manager may not be removed under the Operating *
Agreement.

Certain affiliates of the Manager shall determine what is in the *
best interests of the Fund and its Members.  Certain individuals *
control the majority of the membership interests of the Manager.  *
Therefore, these individuals will have a dominant role in determining *
what is in the best interests of the Fund.  Since no person other *
than these individuals has any direct control over management of *
the Fund, it does not have the benefit of independent consideration *
of issues affecting its operations.  Therefore, these individuals *
will determine the propriety of their own actions, which could *
result in a conflict of interest and a risk to the viability and *
success of the Fund when they are faced with any significant *
decisions relating to the affairs of the Fund.

Voting rights are limited under the Operating Agreement as well *
as under the Florida Revised Limited Liability Company Act.  Only *
the Manager may take the following significant actions:

(a)	to amend the Operating Agreement;

(b)	to change the Fund's business purpose or the investment *
objectives;

(c)	to sell the Fund's Properties;

(d)	to authorize a merger of the Fund; or

(e)	to authorize the dissolution of the Fund.

Preferred Members will not have the right to vote on any matters *
that the current Members may vote on other than those which attempt *
to change or modify the rights and privileges as a Preferred Member.*
  In addition, the Florida Revised Limited Liability Company Act *
does not grant Preferred Members any other specific voting rights.

Indemnification of Manager and Management Corporation.  The Operating *
Agreement provides indemnification of the Manager and the Management *
Corporation.  The Fund is bound to indemnify and hold the Manager *
and the Management Corporation harmless for any acts done or omitted *
to be done, under the authority granted to the Manager and the *
Management Corporation, except in the case of bad faith, willful or *
intentional misconduct, gross negligence, reckless conduct or a *
knowing violation of law. This indemnification will provide the *
Members with a more limited right of action against the Manager *
and the Management Corporation than they would have if the *
indemnification were not in the Operating Agreement.

Limitation of Remedies.  The Operating Agreement requires that *
all investors arbitrate any dispute regarding their investment *
as well as the respective rights of the parties under the Operating *
Agreement.  All investors further agree that arbitration will *
be binding and held in Orlando, Florida before a single *
arbitrator.  As a result, each investor waives any rights to a *
jury trial.

Risks Related to the Offering

Arbitrary Determination of the Offering Price.  The Offering *
price has been arbitrarily determined by the Manager and may *
not bear any relationship to assets acquired or to be acquired *
or the book value of the Company or any other established criteria *
or quantifiable indicia for valuing a business. Neither the *
Company nor the Manager represents that the Units have or will *
have a market value equal to their Offering price or that the *
Units could be resold (if at all) at their original Offering price.

Breaking Escrow. The Fund may break escrow when Fifty (50) Units *
have been sold and the Fund has received investment funds therefor *
of Two Hundred and Fifty Thousand Dollars ($250,000.00). There can *
be no assurance that the Fund will be able to sell the remaining *
offered Units at any price.

No Market for Units.  There is a risk that no market for the Units *
will ever exist and as a result, the investment in the Fund is *
illiquid in the event the Member desires to liquidate their *
interest.  If a Member attempts to sell their Units, prior to *
the dissolution of the Fund, there is no certainty that they can *
be sold for full market value or that the Units may be sold at any *
price.

Investment Risk.  There can be no assurance that the Fund will *
be able to achieve its investment objectives or that Members will *
receive any return of their capital. Investment results may vary *
substantially over time and as a result, investors should *
understand that the results of a particular period will not *
necessarily be indicative of results in future periods.

Risk of inability to obtain financing.  There is no guarantee *
that the Fund will be able to obtain financing under these terms *
for the acquisition, development and/or construction of the *
Properties or that any such financing will not exceed seventy-*
five percent (75%) of the value of the completed Properties.

Fund intends to use leverage.  The Fund's objectives include the *
use of leverage in the acquisition, development, construction, *
and operation of the Properties.  If the Fund does obtain *
financing, the use of leverage increases the risk of an *
investment in the Units, as it is possible that the rental *
income from the Properties, in any month, will be inadequate to *
make the monthly debt service required on the financing *
obtained. A result of being unable to make the required *
financing payments could be that the lender could complete a *
foreclosure and all of the investment in the Units will be *
lost.  There is also the risk that at the time of the sale of *
the Properties, the sales proceeds will not be greater than the *
amount needed to pay off the remaining balance of the financing *
and, as a result, no cash will be available for distribution to *
the Members.

Lack of capital.  There is a risk that the amount of capital to *
be raised by the Fund will be insufficient to meet the *
investment objectives of the Fund. If there is a shortage of *
capital, the Manager will use best efforts to obtain funds from *
a third party. Obtaining funds from a third party may require an *
increase in the amount of financing the Fund will be obligated *
to repay. In addition, there is no certainty that funds from a *
third party will be available at a reasonable cost, if available *
at all.

General economic conditions may affect the value and the timing *
of sales of Fund Properties or the ability to finance the *
Properties.  The real estate market is affected by many factors, *
such as general economic conditions, the availability of *
financing, interest rates and other factors, including the *
supply and demand for real estate investments, all of which are *
beyond the control of the Fund.  The Fund cannot predict whether *
it will be able to sell its Properties for a price or on terms *
which are acceptable.  Further, the Fund cannot predict its *
ability to obtain adequate funding from a third party lender to *
purchase any Property.  There are no assurances that the Fund can *
successfully achieve its investment goals and therefore, *
investors may have to hold their Units for an indefinite period *
of time, or have their Units sold or redeemed for less than the *
Preferred Members' Capital Investment.

Environmentally hazardous property.  Under various federal, *
state and local environmental laws, ordinances and regulations, *
a current or previous owner or operator of real property may be *
liable for the cost of removal or remediation of hazardous or *
toxic substances on, under or in such property. Such laws often *
impose liability whether or not the owner or operator knew of, *
or was responsible for, the presence of such hazardous or toxic *
substances. Environmental laws also may impose restrictions on *
the manner in which property may be used or businesses may be *
operated, and these restrictions may require expenditures. *
Environmental laws provide for sanctions in the event of *
noncompliance and may be enforced by governmental agencies or, *
in certain circumstances, by private parties. In connection *
with the ownership of the Properties, the Fund may be *
potentially liable for such costs. The cost of defending *
against claims of liability, complying with environmental *
regulatory requirements or remediating any contaminated *
property could materially adversely affect the value of the *
Fund's Properties and the Units.

Real estate investments are long-term investments and may be *
difficult to sell in response to changing economic conditions.  *
Virtually all real property investments are subject to certain *
inherent risks.  Real estate investments are generally long-term *
investments which cannot be quickly be converted to cash.  Real *
property investments are also subject to adverse changes in *
general economic conditions or local conditions which may reduce *
the demand for commercial property.

Limited operating reserves.  The Fund intends to establish an *
operating reserve account with a portion of the proceeds raised *
from this Offering to pay anticipated operating, administrative *
and other expenses that shall be incurred following the Closing *
Date of this Offering.  If future expenses increase by *
unanticipated amounts, the Fund may not have sufficient *
reserves to pay these obligations.  The Fund does not currently *
have any commitment or arrangement in place to obtain additional *
funding, and there are no assurances that additional funding can *
be obtained, if necessary, or that such additional funding, if *
obtained, will be adequate for its financial needs.

Legal, tax and regulatory risks.  Legal, tax and regulatory *
changes could occur during the lifetime of the Fund that may *
adversely impact the Fund, its taxation status and any *
distributions to Members.

Tax liability may exceed cash distribution from the *
disposition.  There is a risk that on the disposition of the *
Properties the tax liability may exceed the distributable cash *
available. In the event of a foreclosure, or other involuntary *
disposition of the Properties, there is the possibility that a *
Member may have a larger tax liability than the amount of cash *
available for distribution at the time of the event, or at any *
time in the future.

Risk of audit of Member's returns.  There is a risk that an *
audit of the Fund's records could trigger an audit of the *
individual Member's tax records.

Risk Related to Conflicts of Interest

Manager or Management Corporation May be Involved in Similar *
Investments.  The Manager or the Management Corporation, or *
their affiliates, may act as Managers in other limited liability *
companies engaged in making similar investments and intend to *
act as the Managers of new limited liability companies to be *
formed.

Manager or Management Corporation May Have Interests in Similar *
Properties.  The Manager or the Management Corporation, or their *
affiliates, own or may come to own an interest in properties *
that may compete with the Properties of the Fund.

Manager or Management Corporation May Act on Behalf of Others.  *
The Manager or the Management Corporation, or their affiliates, *
who may act as managers for the Fund, may act in such capacities *
for other investors, companies, partnerships or entities that *
may compete with the Properties of the Fund.

Manager or Management Corporation May Raise Capital for Others.  *
The Manager or the Management Corporation, or their affiliates, *
who will raise investment funds, may act in the same capacity *
for other investors, companies, partnerships or entities that *
may compete with the Properties of the Fund.

Manager's or Management Corporation's Compensation May be a *
Conflict.  The compensation plan for the Manager or the Management *
Corporation may create a conflict between the interests of the *
Manager, the Management Corporation, and the interests of the *
Fund.  Capital from the Fund will be used to fund the start-up *
and operation of Tuscan Gardens until stabilization has occurred.

Members of Manager or Management Corporation Allocating Time and *
Resources to Affiliated Entities.  Members of the Manager or the *
Management Corporation may have a conflict in allocating their *
time and resources between the Fund and other business activities *
they are involved with.  The Operating Agreement does not specify *
any minimum amount of time or attention that the Manager or the *
Management Corporation or their Members must devote to the Fund.

Principals of Manager and Management Corporation May Provide for *
Affiliated Partnerships. The principals of the Manager and the *
Management Corporation are comprised of individuals who are also *
principals of the Fund and other Fund affiliated organizations *
organized to promote investments in assisted living facilities.  *
The Managers may provide for partnerships by and between those *
organizations and the Fund to construct, develop and/or operate *
Tuscan Gardens' facilities.

Principals of Manager and Management Corporation. The Manager *
and the Management Corporation are comprised of individuals who *
are also principals of the Fund, Tuscan Gardens Group, LLC, *
Tuscan Gardens Management Corporation, Tuscan Gardens Development *
Corporation, Tuscan Gardens Management Group, LLC, Tuscan Gardens *
Real Estate Fund, LLC, Tuscan Gardens Real Estate Fund Manager, *
LLC, Tuscan Gardens Real Estate Advisors, LLC, Tuscan Gardens *
Income Management Corporation, Tuscan Gardens Income Fund, LLC, *
Tuscan Gardens Income Fund Manager, LLC, Tuscan Gardens Income *
Fund Advisors, LLC, Tuscan Gardens Income Fund III, LLC, Tuscan *
Gardens Income Fund III Manager, LLC, Delta Tuscan, LLC, Tuscan *
Gardens of Longwood, LLC, Tuscan Gardens of Longwood Management *
Company, LLC, Tuscan Gardens of Winter Park, LLC, Tuscan Gardens *
of Winter Park Management Company, LLC, Tuscan Gardens of Venetia *
Bay, LLC, Tuscan Gardens of Venetia Bay Management Company, LLC, *
Tuscan Gardens of Venetia Bay Development Company, LLC, Tuscan *
Gardens of Venetia Bay Properties, LLC, Tuscan Gardens Income Fund *
II, LLC, Tuscan Gardens Income Fund II Manager, LLC, and Tuscan *
Gardens, Inc., which owns the "Tuscan Gardens" brand name, trade *
name, trade dress, design, and all other intellectual property, *
and its affiliates, and PinoNicholson, PLLC, which represents all *
of the above identified entities. A principal of the Manager and *
the Management Corporation will also operate as the developers of *
the properties to be purchased, developed and constructed by the *
Fund and will receive development fees associated therewith.  In *
addition, Principals of Manager and Management Corporation may *
provide additional or subsequent Private Offerings or Terms of *
Offer different than herein for the construction, development *
and/or operation of Tuscan Gardens' facilities.
FORWARD LOOKING STATEMENTS AND INFORMATION

This Offering Circular, as well as other documents connected *
herewith, contain "forward-looking statements," such as statements *
related to financial condition and prospects, lending risks, plans *
for future business development and marketing activities, capital *
spending and financing sources, capital structure, the effects of *
regulation and competition, and the prospective business of the Fund. *
In some cases you can identify these statements by forward-looking *
words such as "anticipate," "believe," "estimate," "expect," *
"intend," "may," "will," "continue," "anticipate," "could," "would," *
"project," "plan," or the negative or plural of these words as well *
as other or similar words and expressions.

You should not rely upon forward-looking statements as predictions *
of future events. These forward-looking statements are subject to a *
number of risks, uncertainties and assumptions, including those *
described in "Risk Factors." In light of these risks, uncertainties *
and assumptions, the forward-looking events and circumstances *
discussed in this Offering Circular may not occur and actual results *
could differ materially and adversely from those anticipated or *
implied in the forward-looking statements.

Except as required by law, neither we nor any other person assumes *
responsibility for the accuracy and completeness of the forward-*
looking statements. We undertake no obligation to update publicly *
any forward-looking statements for any reason after the date of this *
Offering Circular to conform these statements to actual results or to *
changes in our expectations.

You should read this Offering Circular and the documents that we *
reference in this Offering Circular and have filed with the *
Securities and Exchange Commission as exhibits to the Form 1-A of *
which this preliminary Offering Circular is a part with the *
understanding that our actual future results, levels of activity, *
performance and events and circumstances may be materially different *
from what we expect.

IN VIEW OF THE FOREGOING, EACH PROSPECTIVE INVESTOR SHOULD CONSULT *
WITH HIS OR HER OWN ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL *
ADVISORS REGARDING THE DESIRABILITY AND CONSEQUENCES OF AN INVESTMENT *
IN THE FUND.

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS *
OFFERING CIRCULAR OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE *
MANAGER, OR ANY PROFESSIONAL ASSOCIATED WITH THE OFFERING, AS LEGAL *
OR TAX ADVICE.  THE MANAGER AND THE FUND HAVE CONSULTED WITH LEGAL *
COUNSEL, ACCOUNTANTS AND OTHER EXPERTS REGARDING THE FORMATION OF *
THE FUND. SUCH PERSONNEL ARE ACCOUNTABLE TO THE FUND ONLY AND NOT *
TO THE MEMBERS THEMSELVES.


PLAN OF DISTRIBUTION

The offering and sale of the Units will be made to investors through *
general solicitation. The Fund will not be utilizing an underwriter *
or broker-dealer for the sale of the Units.  An investor who desires *
to invest in Units will complete the Qualification Profile and *
Subscription Agreement. The Manager will confirm that all Members *
meet the Fund's suitability standards.


USE OF PROCEEDS

The following table shows a summary of the use of proceeds generated *
through the sale of Units to Members of the Fund.


SUMMARY OF THE USE OF PROCEEDS
Estimated Application of Proceeds of This Offering
	  Minimum
  Dollar
  Amount

   Percent	  Maximum
  Dollar
  Amount

 Percent
Gross Offering Proceeds	$250,000	   100.00%	$50,000,000*
	100.00%
Less Offering Expenses
Legal and Accounting	$1,250	0.5%	$250,000	0.5%
Marketing and Distribution	$22,500	9.00%	$4,500,000	9.00%
Due Diligence and Compliance Fee	$1,250	0.5%	$250,000	*
0.5%
Net Proceeds from Offering	$225,000	   100.00%	*
$45,000,000	100.00%
Use of Net Proceeds
Property Acquisition, Development and Construction	$213,750	*
95.00%	$42,750,000	95.00%
Legal Fees, Fund Management, Supervisory and Accounting Services and *
Other Working Capital Reserve	$11,250	5.00%	$2,250,000	5.00%
  Total Use of Net  Proceeds	$225,000	   100.00%	*
$45,000,000	100.00%

Determination of the Offering Price

The Offering price has been arbitrarily determined by the Manager and *
may not bear any relationship to assets acquired or to be acquired or *
the book value of the Company or any other established criteria or *
quantifiable indicia for valuing a business. Neither the Company nor *
the Manager represents that the Units have or will have a market value *
equal to their Offering price or could be resold (if at all) at their *
original Offering price.

DESCRIPTION OF BUSINESS

The Fund intends to acquire (1) to twenty (20) parcels of real estate *
in the United States, developing and constructing on each parcel a *
luxurious senior housing community consisting of independent living, *
assisted living and/or memory care for approximately sixty (60) to *
two-hundred and forty (240) residents (collectively the "Properties"), *
and ultimately to own and/or operate or sell the Properties.

In addition, the Fund also contemplates, from time to time, the *
acquiring existing senior housing communities offering some combination *
of independent living, assisted living and/or memory care where a *
substantial value addition can be made by the management team resulting *
in favorable economic benefits to the Fund.  Those opportunities may or *
may not be in the luxurious senior housing segment, but would incorporate *
mid-market to upper core senior housing community facilities.

The Manager may employ a Licensed Real Estate Broker, which may be an *
affiliate, to manage the Properties under an appropriate property *
management agreement and will pay a reasonable monthly management fee for *
services provided.  The Manager will manage the Fund so as to provide for *
the generation of distributable income through the operations of the *
Properties. The Manager shall make monthly distributions of the funds *
available through the leasehold of the Properties on a monthly basis and *
from operations annually, subject to retention of reasonable working *
capital reserves, determined by and in the discretion of the Manager. *
There will be no pro rata distribution for partial months. No revenue and, *
therefore, no distributable income, will be generated, if at all, until *
the properties are identified, purchased, developed, constructed, and *
operating. There will be a lapse in time between the date of any *
investment in the Fund until the Properties are completed and operating.

The Manager will attempt to minimize operating expenses, while keeping *
the Properties well maintained. Throughout the term, the Manager will *
attempt to maximize value of the Properties through the maximization of *
the net operating income generated from operations of the Properties.

DESCRIPTION OF PROPERTY

The properties that will be acquired and/or developed by the Fund are *
intended to consist of properties which are primarily located in primary *
market areas which reflect mid to upper income demographics within an age *
cohort of 75 and above which are under-served by existing senior housing *
facilities.  The senior housing communities will have approximately *
130,000 to 210,000 square feet located on parcels of approximately 5 to *
12 acres.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Our cash balance is $50,000 as of June 30, 2015. Our cash balance is not *
sufficient to fund our limited levels of operations for any period of *
time. We have been utilizing and may utilize funds from the Manager and *
the Management Corporation who have agreed to advance funds to allow us *
to pay for offering costs, filing fees, and professional fees.

In order to implement our plan of operations for the next twelve-month *
period, we require a minimum of $500,000 of funding from this Offering. *
Being a development stage company, we have limited operating history. *
After a twelve-month period, we may need additional financing but *
currently do not have any arrangements for such financing.

Long term financing will be used to augment the amount raised in this *
Offering in order to implement our business plan in part or in full. *
The exact amount of that funding will be determined on a project by *
project basis.

If we do not receive adequate proceeds from this Offering to carry out *
our forecasted operations for the next twelve months, we may have to *
limit our operations commensurate with the proceeds raised.

Operational Plan

Our business objective for the next twelve months, provided the *
necessary funding is available, is to identify and acquire Properties *
with the goal of beginning construction within six (6) months of *
acquisition.  This timetable is dependent on many factors, including *
the amount of funds raised, the location of the Property and local *
zoning and building codes.

To finance the acquisition of the Properties, the Fund will be raising *
money through this Offering and will seek institutional debt and equity *
financing for the balance needed for acquisition, development and *
construction of our senior housing communities.

The following chart provides an overview of our anticipated expenditures *
for the next twelve months:

Operating Expenses	$350,000
Legal and Accounting	$50,000
General and Administrative	$100,000


DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Name	Position	Age	Term of Office	Approximate hours per week *
for part-time employees
Laurence J. Pino	CEO	63
	05/2015 - present	30
Charles C. Smith, Jr.	President & Chief Development Officer	67	*
05/2015 - present	30
Sean D. Casterline	Corporate Equity Officer	46	05/2015 - *
present	30
Christopher P. Young	VP & COO	57	05/2015 - present	30
William N. Johnston	Chief Investment Officer	54	05/2015 - *
present	30


Laurence J. Pino, Esquire is Chairman and Chief Executive Officer for the *
Manager and Tuscan Gardens Management Group, LLC.  He is the CEO and *
Founder of The Dynetech Group, Inc., a private equity firm specialized in *
developing and growing businesses. He also serves as the Chairman of many *
of its affiliates and subsidiaries.  His business has involved developing *
and growing some 80 distinct business enterprises selling over $1.5 *
billion of goods and services and creating hundreds of millions of dollars *
of investment capital.

Mr. Pino is a commercial litigation attorney and a member in good standing *
of the Bar Associations of New York, Florida and California. Over the past *
30 years, Mr. Pino has transacted numerous real estate, stock, and *
investment ventures for himself and his clients exceeding $500 million in *
value.

Charles C. Smith, Jr. is President and Chief Development Officer for the *
Manager and Tuscan Gardens Management Group, LLC.  He is the CEO and *
Founder of Delta Advisory Group, Inc., a federally registered investment *
advisory firm. During his extensive career, he has been involved in a *
wide variety of investments, businesses and investment management, *
including as a principle in commercial real estate projects in excess *
of $200 million and as a manager of market equities in excess of$150 *
million.

Sean D. Casterline is the Corporate Equity Officer for the Manager.    *
He is the President and Founder of Delta Capital Management, LLC, a *
Florida registered investment adviser, the President and Chief *
Investment Officer for Delta Advisory Group, Inc.  a federally *
registered investment adviser, and co-manager for Aegis Wealth *
Management, LLC, a federally registered investment adviser.  He is *
also a CFA Charter holder.

Christopher P. Young is Vice President and Chief Operations Officer *
for the Manager and Tuscan Gardens Management Group, LLC.   From *
2008 - 2013 he was the Chief Operating Officer for Living Well Lodges *
LLC and The Hofmeister Group where he was in charge of the day to day *
operations of the companies and the development of the Senior Assisted *
Living division.

As the COO for Living Well Lodges LLC, he created the business model *
for the site acquisition and market penetration criteria, along with *
the operational pro forma's. In addition, Chris developed the *
financing model that allowed the placement of seventy-five million *
($75,000,000) dollars in debt and fifteen million ($15,000,000) *
dollars in equity for three (3) large Senior Assisted Living *
Communities in the state of Florida.

He has financing experience in the use of tax exempt bonds, taxable *
bonds, EB-5, traditional bank debt, HUD financing programs, *
mezzanine debt and equity. Chris has over 30 years of operational *
and executive level experience with a variety of small and large *
corporations, including General Motors and General Dynamics.  *
Additionally, his experience includes small and large scale *
construction projects, with up to three hundred million *
($300,000,000) dollars in value.

William N. Johnston is the Chief Investment Officer for the Fund, *
the Manager  and Tuscan Gardens Management Group, LLC and is *
responsible for institutional investor relations and capital *
allocation  From 2013-2014 he served as Chief Investment Officer *
at Unicorp National Developments, a leading developer of retail, *
mixed use, and multifamily properties.  From 2012-2013 he served *
as EVP Corporate Development and Interim Chief Operating Officer *
at Digital Risk, LLC, where he delivered over $11mm of annual *
operating margin growth through operational improvements and *
supported the 2012 sale for $175bn to Mphasis Ltd., (an HP *
Company).  From 2006 - 2012 he served as the Chief Operating *
Officer at Liberty Investment Properties, Inc. where he led *
national hotel development programs with Goldman Sachs and *
Angelo Gordon. Over the course of his career He has raised and *
invested more than $1.5 billion of capital in various forms *
ranging from private equity to structured debt.

Legal Proceedings

There is no information to report.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Name	Capacities in which compensation was received	Cash *
Compensation	Other Compensation	Total Compensation
Laurence J. Pino	CEO
	$0	$0	$0
Charles C. Smith, Jr.	President & Chief Development Officer	*
$10,000	$0	$10,000
Sean D. Casterline	Corporate Equity Officer	$0	*
$0	$0
Christopher P. Young	VP & COO	$10,000	$0	$10,000
William N. Johnston	Chief Investment Officer	$7,000	*
$0	$7,000

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

As no Membership Interests have been issued, no securities are *
owned by any officers, directors or the Manager.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

There is no information to report.
SECURITIES BEING OFFERED

Description of the Asset Classes Offered.

Units.   Units will have no voting rights concerning the affairs *
of the Fund.  There are no preemptive, subscription or conversion *
rights associated with the Units.

Asset and Classes.  The Offering consists of eleven (11) asset *
classes, as more specifically described below.  Persons investing *
in each class will become members of the Fund and are subject to *
the terms of the Operating Agreement ("Members").

(a)	Class A.  Class A Membership Units represent Membership *
Units which provide their income from all assets owned by the Fund *
and not specific to any particular location. An investor in Class *
A Membership Units will be investing in the diversified portfolio *
of Properties owned by the Fund.

(b)	Class B, C, D, E, F, G, H, I, J, K Membership Units.  These *
classes represent Membership Units which provide their income from *
a particular Property which is being developed by the Fund.  An *
investor in each one of those Membership Units will be investing *
in the designated and particular Property to which those *
investments will be directed, the specifics of which are more *
particularly set out in the Exhibit to the Subscription Agreement *
for each Class Membership Unit.

Description of the Securities Offered.

Units.  Distributions of Proceeds made by the Fund are made pro *
rata to the holders of Preferred Units in that particular Class *
based upon one of the following two methods, at the election of *
the Preferred Member.

	(a)	Growth & Income Method.  The Growth & Income *
Method shall represent distribution in the following three ways:

(1)	A Fixed Rate of Return on the Capital Contribution, *
which shall accrue for ninety (90) days from the Date of *
Investment on all Properties for Class A Preferred Members, *
or on a particular Property for each of the additional *
Preferred Class Members, payable monthly thereafter; and

(2)	Twenty percent (20%) of the Net Distributable Cash Flow *
on all Properties for Class A Preferred Members or on a *
particular Property for each of the additional Preferred Class *
Members, payable annually; and

(3)	A Premium Preference of five percent (5%) of the *
Liquidity Proceeds upon a Liquidity Event or such additional *
amount which may be required if greater than five percent (5%), *
payable as a premium, to provide a Preferred Member a non-*
compounded annual cumulative rate of return of at least fifteen *
percent (15%).

	(b)	Lump-Sum Method.  The Lump-Sum Method shall *
represent distribution on all Properties for Class A Preferred *
Members or on a particular Property for each of the additional *
Preferred Class Members equal to sixty percent (60%) of the *
Liquidity Proceeds.

Fixed Rates of Return on Threshold Invested Capital Contributions.

(a)	A Fixed Rate of Return of eight percent (8%)of Invested *
Capital per annum payable on a monthly basis commencing ninety *
(90) days after receipt of funds for those Preferred Members who *
have invested up to Ninety-Nine Thousand Nine Hundred and Ninety-*
Nine Dollars ($99,999) and elected the Growth & Income Method of *
distribution.

(b)	A Fixed Rate of Return of nine percent (9%) of Invested *
Capital per annum payable on a monthly basis commencing ninety *
(90) days after receipt of funds for those Preferred Members who *
have invested One Hundred Thousand Dollars ($100,000) to Two *
Hundred Forty-Nine Thousand Nine Hundred and Ninety-Nine Dollars *
($249,999) and elected the Growth & Income Method of distribution.

(c)	A Fixed Rate of Return of ten percent (10%) of Invested *
Capital per annum payable on a monthly basis commencing ninety *
(90) days after receipt of funds for those Preferred Members who *
have invested Two Hundred Fifty Thousand Dollars ($250,000) or *
more and elected the Growth & Income Method of distribution.

(d)	If, in the discretion of the Manager, it is in the best *
interest of the Fund, the Fixed Rate of Return may be accrued to *
the Preferred Member's Capital Account rather than distributed in *
cash.

Redemption of Preferred Units.  The Manager's business model *
anticipates a series of Liquidity Events on one or more *
Properties of the Fund within a five to seven year time frame *
from any particular investment by a Preferred Member.  Liquidity *
Events may provide for an ongoing series of redemptions as more *
specifically set out herein.

(a)	Any Preferred Member may request a redemption of the *
Preferred Member's Preferred Units commencing on the sixtieth *
(60th) month of the Preferred Member's Investment Date and *
continuing thereafter (Redemption Request).  Upon receipt of the *
Preferred Member's Redemption Request, Manager shall provide for *
a redemption of the Preferred Member's Membership Interest *
within six (6) months thereof based upon the most recent *
Valuation Event on all properties for Class A Preferred Members, *
or on a particular Property for each of the additional Preferred *
Class Members.

(b)	For such purpose, the Manager will provide a Valuation *
Event within the first quarter of each year to establish the *
value of Properties owned by the Fund, individually and *
cumulatively, as of December 31 of the prior year.

(c)	In the event that the Manager, in its reasonable *
discretion, determines that a redemption pursuant to a Redemption *
Request hereinabove would not optimize the value of the Preferred *
Member's Preferred Units, the Manager shall have the right to *
extend redemption of the Redemption Request by an additional *
period of six (6) months.

(d)	The Manager may redeem all or any portion of the *
Preferred Units at the Manager's sole and exclusive discretion *
at any time after thirty-six (36) months from the date which the *
Certificate of Occupancy is issued; provided, however, that such *
redemption shall be for a Unit Value not less than an amount *
which reflects a fifteen percent (15%) annual non-compounded *
cumulative return to the Preferred Members, or on the value of *
all Properties for Class A Preferred Members or on a specific *
Property for the other Preferred Class Members, whichever is *
higher.

AUDITED FINANCIAL STATEMENTS

								Page

Balance Sheet as of July 31, 2015				17

Statement of Income for the period June 9, 2015
(date of inception) to June 30, 2015				18

Statement of Changes in Member's Equity for the
period June 9, 2015 (date of inception)
to June 30, 2015						19

Statement of Cash Flows for the period June
9, 2015 (date of inception) to June 30, 2015			20


SIGNATURES

Pursuant to the requirements of Regulation A, the issuer *
certifies that it has reasonable grounds to believe that it *
meets all of the requirements for filing on Form 1-A and has *
duly caused this Offering statement to be signed on its behalf *
by the undersigned, thereunto duly authorized, in the City of *
Orlando, State of Florida, on July 2, 2015.

Tuscan Gardens Secured Income Fund, LLC

By	/s/ Janet Horvath-Pino
	Janet Horvath-Pino, Chief Administrative Officer of
	Manager Tuscan Gardens Management Corporation

This Offering statement has been signed by the following *
persons in the capacities and on the dates indicated.

/s/ Laurence J. Pino
Laurence J. Pino, Chief Executive Officer

Date:	July 1, 2015


/s/ Charles C. Smith, Jr.
Charles C. Smith, Jr., President and Chief Development Officer

Date:	July 1, 2015


/s/ William N. Johnston
William N. Johnston, Chief Investment Officer

Date:	July 1, 2015

EX1A-2A CHARTER

Electronic Articles of Organization
For
Florida Limited Liability Company

Article I
The name of the Limited Liability Company is:
TUSCAN GARDENS SECURED INCOME FUND LLC

Article II
The street address of the principal office of the Limited *
Liability Company is:
189 S ORANGE AVE STE 1650
ORLANDO, FL 32801


The mailing address of the Limited Liability Company is:
189 S ORANGE AVE STE 1650
ORLANDO, FL 32801

Article III
The name and Florida street address of the registered agent *
is:
LAURENCE J. PINO, PA
189 S ORANGE AVE STE 1650
ORLANDO, FL 32801


Having been named as registered agent and to accept service *
of process for the above stated limited liability company *
at the place designated in this certificate, I hereby accept *
the appointment as registered agent and agree to act in this *
capacity.  I further agree to comply with the provisions of *
all statutes relating to the proper and complete performance *
of my duties, and I am familiar with and accept the obligations *
of my position as registered agent.
Registered Agent Signature:	LAURENCE J. PINO, ESQ.

Article IV
The name and address of person(s) authorized to manage LLC:
Title:	MGR
TUSCAN GARDENS SECURED INCOME FUND MANAGER LLC
189 S ORANGE AVE STE 1650 ORLANDO, FL 32801

Signature of member or an authorized representative
Electronic Signatnre: LAURENCE J. PINO, ESQ.


L15000100711 FILED 8:00AM June 09, 2015
Sec. Of State
jdharris


I am the member or authorized representative submitting these *
Articles of Organization and affirm that the facts stated herein *
are true.  I am aware that false information submitted in a document *
to the Department of State constitutes a third degree felony as *
provided for in s.817.155, F.S. I understand the requirement to file *
an annual report between January 1st and May 1st in the calendar year *
following formation of the LLC and every year thereafter to maintain *
"active" status.

EX1A-3 HLDRS RTS

OPERATING AGREEMENT

FOR

TUSCAN GARDENS SECURED INCOME FUND LLC

June 19, 2015

TABLE OF CONTENTS

ARTICLE 1    FORMATION, OFFICES AND RECORDS 3
ARTICLE 2    DEFINITIONS 5
ARTICLE 3    CAPITAL CONTRIBUTIONS 8
ARTICLE 4    MANAGEMENT 9
ARTICLE 5    MEMBERSHIP INTERESTS; MEMBER MEETINGS 12
ARTICLE 6    MAINTENANCE OF BOOKS AND RECORDS, ALLOCATION OF PROFITS AND *
LOSSES 14
ARTICLE 7    OTHER TAX AND FINANCIAL MATTERS 16
ARTICLE 8    ADMISSION OF ADDITIONAL MEMBERS 16
ARTICLE 9    DISTRIBUTIONS 16
ARTICLE 10   TRANSFERS OF MEMBERSHIP INTERESTS 18
ARTICLE 11   RIGHT OF FIRST REFUSAL TO TRANSFER INTEREST 19
ARTICLE 12   BANKRUPTCY OR OTHER INVOLUNTARY TRANSFER 20
ARTICLE 13   DISSOLUTION AND WINDING UP 22
ARTICLE 14   ATTORNEY-IN-FACT AND AGENT 23
ARTICLE 15   MISCELLANEOUS 24
EXHIBIT A    OWNERSHIP INTEREST 27

TUSCAN GARDENS SECURED INCOME FUND LLC
OPERATING AGREEMENT

This Operating Agreement is effective as of the 19th day of June, 2015, *
by and among each of the other persons whose names are set forth on *
Exhibit "A" attached hereto (the "Members").

In consideration of the mutual covenants herein contained and for other *
good and valuable consideration, the Members and Tuscan Gardens Secured *
Income Fund LLC (the "Fund") hereby represent and agree as follows:

ARTICLE 1
FORMATION, OFFICES AND RECORDS

1.1 Formation. The Members have formed a manager-managed Florida limited *
liability company by executing and delivering the Articles of Organization to *
the Secretary of State of Florida in accordance with the Limited Liability *
Company Act, and the rights and liabilities of the Members shall be as *
provided in such Act except as may be modified in this Agreement. In the *
event of a conflict between the provisions of the Act and the provisions of *
this Agreement, the provisions of this Agreement shall prevail unless the Act *
specifically provides that the Agreement may not change the provision in *
question. The parties shall immediately, and from time to time hereafter, *
execute all documents and do all filing, recording, and other acts as may be *
required to comply with the operation of the Fund under the Act.

1.2 Name. The Name of the Fund is Tuscan Gardens Secured Income Fund LLC.

1.3 Principal Office. The principal office ("Principal Office") of the Fund *
shall be located at 189 S. Orange Ave., Suite 1650, Orlando, FL 32801, or at *
such other place as the Fund may determine from time to time.

1.4 Nature of Business.

(a) The business of the Fund shall be to raise funds to acquire one (1) to *
ten (10) parcels of real estate in the United States, developing and *
constructing on each parcel a luxurious senior housing community consisting *
of independent living, assisted living and/or memory care for approximately *
sixty (60) to two-hundred and forty (240) residents (collectively the *
"Properties"), and ultimately to own and/or operate or sell the Properties *
and to engage in any and all activities related or incidental thereto, *
together with all activities necessary or appropriate to further said *
business. Each Member hereby consents to the Fund's acquisition, development *
and construction of the Properties as set out hereinabove. Notwithstanding *
the foregoing, the Fund may engage in any lawful business activity in which *
a Florida limited liability company may engage.

(b) It is the intention of the Fund to enter into a commercial real estate *
transaction in which a Property of the Fund is leased to a management company *
for the operation of an assisted living and/or memory care commmunity.

(c) Distributions to Preferred Members will commence ninety (90) days *
following the Date of Investment.

1.5 Registered Office and Registered Agent. The location of the registered *
office and the name of the registered agent of the Fund in the state of *
Florida shall be as stated in the Articles or as shall be determined from *
time to time by the Fund.

1.6 Condition of Membership. No person may become a Member of the Fund *
without first signing the Subscription Agreement; such person's signature *
on the Subscription Agreement constitutes the Subscriber's specific *
acceptance and adoption of each and every provision of this Agreement and *
such Subscriber's counterpart signature page to this Agreement. Any act by *
the Fund to offer or provide Member status or reflect that status in the *
Fund's records shall automatically include the condition set out in this *
paragraph.

1.7Records. The Fund shall maintain the following records at the Principal *
Office:

(a) The full names and addresses of the Members;

(b) A copy of the Articles and all amendments thereto, together with *
executed copies of any powers of attorney pursuant to which Articles have *
been executed;

(c) A copy of the Fund's federal, foreign, state, and local income tax *
returns and reports (or the portions of the returns of others showing the *
taxable income, deductions, gains, losses, and credits of the Fund), if *
any, for the three (3) most recent years;

(d) A copy of this Agreement, including all amendments thereto; and

(e) If regularly prepared, any financial statements of the Fund for the *
three (3) most recent years.

ARTICLE 2
DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates *
otherwise, the following terms shall have the following meanings:

2.1 "Act" means the Florida Revised Limited Liability Company Act as *
amended from time to time.

2.2 "Additional Member" means any Person that is admitted to the Fund as *
an additional member pursuant to Article 8 of this Agreement.

2.3 "Agreement" means this Operating Agreement, as further amended from time *
to time.

2.4 "Articles" means the Articles of Organization of the Fund as properly *
adopted and amended from time to time by the Members and filed with the *
Florida Secretary of State.

2.5 "Bankruptcy" means a Member who:

(a) makes an assignment for the benefit of creditors;

(b) files a voluntary petition in bankruptcy;

(c) is adjudged a bankrupt or insolvent, or has entered against the Member an *
order for relief in any bankruptcy or insolvency proceeding; files a petition *
or answer seeking for herself or himself any reorganization, arrangement, *
composition, readjustment, liquidation, dissolution, or similar relief under *
any statute, law, or regulation, if the proceeding has not been dismissed *
within 120 days after commencement;

(d) files an answer or other pleading admitting or failing to contest the *
material allegations of a petition filed against the member in any proceeding *
of this nature; or

(e) seeks, consents to, or acquiesces in the appointment of a trustee, *
receiver, or liquidator of the Member or of all or any substantial part of *
the Member's properties, if within ninety (90) days after the appointment *
without the Member's consent or acquiescence of a trustee, receiver, or *
liquidator of the Member or of all or any substantial part of the Member's *
properties, the appointment is not vacated or stayed, or within ninety (90) *
days after the expiration of any such stay, the appointment is not vacated.

2.6 "Capital Account" has the meaning ascribed to the term by the Florida *
Limited Liability Company Act, Florida Statutes, 608.402(6), as amended *
from time to time.

2.7 "Capital Contribution" means any contribution of funds, property, or *
services made by or on behalf of a Member as consideration for a Membership *
Interest.

2.8 "Capital Reserve" means the amount of capital allocated by the Fund *
Manager to satisfy Fixed Rates of Return on Capital Contributions to *
Preferred Members.

2.9 "Cash Proceeds" means the amount of cash received from operations.

2.10 "Code" means the Internal Revenue Code of 1986, as amended, and any *
successor to that Code.

2.11 "Community" means an individual luxurious senior housing facility *
consisting of independent living, assisted living and/or memory care *
for approximately sixty (60) to two-hundred and forty (240) residents.

2.12 "Disposition (Dispose)" means any sale, assignment, exchange, mortgage, *
pledge, grant, hypothecation, or other transfer, absolute or as security or *
encumbrance (including dispositions by operation of law).

2.13 "Distribution" means a transfer of Fund Property to a Member on account *
of a Membership Interest regardless of whether the transfer occurs on the *
liquidation of the Fund, in exchange for the Membership *
Interest, or otherwise.

2.14 "Fiscal Year" means the Fund's fiscal year, which shall be the calendar *
year.

2.15 "Fixed Rate of Return" means the amount of annual return paid on Capital *
Contributions based upon the amount of the Capital Contribution.

2.16 "Fund" means TUSCAN GARDENS SECURED INCOME FUND LLC.

2.17 "Fund Property" means any property owned by the Fund.

2.18 "Investment Date" means the date on which a Preferred Member's *
membership certificate is issued.

2.19 "Lessee" means the individual limited liability company which has been *
organized for the purpose of leasing and operating the Community.

2.20 "Lessor" means the limited liability company which has been organized to *
own and lease the Community to the Lessee.

2.21 "Liquidity Event" means the sale or refinancing of any Property where, *
upon refinancing, the amount identified as Proceeds shall represent the *
Value of the Property, or cash proceeds, whichever is greater.

2.22 "Liquidity Proceeds" means the amount of proceeds remaining on a *
Liquidity Event, after payment of all debts and obligations.

2.23 "Liquidity Reserves" means the amount of cash flow set aside as a fund *
to satisfy Redemption Requests.

2.24 "Manager" means the Member appointed to be the Manager pursuant to *
Article 4.2. The Manager shall be the sole Voting Member.

2.25 "Member" means a person who has been admitted as a member of the Fund *
and has a Membership Interest in the Fund with rights, obligations and *
preferences and limitations specified in this Agreement and pursuant to the *
Act. "Members" include Preferred Members and the Manager(s).

2.26 "Membership Interest" or "Interest" means a Member's entire interest *
in the Fund including such Member's rights in or to the Fund's profits, *
losses and Distributions pursuant to this Agreement and the Act and such *
other rights and privileges that the Member may enjoy by being a Member.

2.27 "Net Distributable Cash Flow" means cash flow generated by Tuscan *
Gardens facilities actually distributed subsequent to payment of all costs *
and expenses of operation and allocation of a reasonable reserve for working *
capital, depreciation and Liquidity Reserves.

2.28 "Person" means a natural person, domestic or foreign limited liability *
company, corporation, partnership, limited partnership, joint venture, *
association, business trust, estate, trust enterprise, or any other legal *
or commercial entity.

2.29 "Preferred Member" means a Member who has made a Capital Contribution *
to the Fund. Preferred Members are non-voting Members.

2.30 "Premium Preference" means five (5%) percent of the Liquidity Proceeds *
upon a Liquidity Event or such additional amount which may be required if *
greater than five (5%) percent to provide a Preferred Member electing the *
Growth & Income Distribution Method a non-compounded cumulative return of *
at least fifteen (15%) percent

2.31 "Proceeding" means any judicial or administrative trial, hearing, or *
other activity, civil, criminal, or investigative, the result of which may *
be that a court, arbitrator, or governmental agency may enter a judgment, *
order, decree, or other determination which, if not appealed and reversed, *
would be binding upon the Fund, a Member in the capacity of a Member, or *
other Person subject to the jurisdiction of such court, arbitrator, or *
governmental agency.

2.32 "Proceeds" means the amount of cash received from all sources.

2.33 "Property" means the Properties, including real and personal property, *
intellectual, tangible and intangible (including goodwill), including cash *
and any legal or equitable interest in such property, but excluding services *
and promises to perform services in the future.

2.34 "Redemption Request" means a request by a Preferred Member for a *
redemption of the Preferred Member's Membership Interest.

2.35 "Substitute Member" means any Person that is admitted to the Fund as an *
additional member pursuant to Article 10 of this Agreement.

2.36 "Threshold Invested Capital" means the minimum amount to be invested by *
a Preferred Member to receive a designated Fixed Rate of Return.
2.37 "Unit Value" means the value upon redemption by Manager which consists *
of a return of the Preferred Member's Capital Contribution plus an amount *
which reflects a fifteen (15%) percent annual non-compounded cumulative *
return on the Preferred Member's Capital Contribution, or on the value of *
all Properties for Class A Preferred Members or on a specific Property for *
the other Preferred Class Members, whichever is higher.

2.38 "Valuation Event" means the date and process by which the Manager will *
obtain a value attributable to the Properties owned by the Fund.

ARTICLE 3
CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions. The total amount of the initial Capital *
Contributions of the Preferred Members will be Fifty Million Dollars *
($50,000,000). The Capital Contributions of the Preferred Members shall be *
equal to one hundred percent (100%) of the total capitalization of the Fund. *
The Manager shall contribute zero percent (0%) of the total capitalization *
of the Fund.

3.2 Capital Contributions of the Preferred Members. The Preferred Members *
shall make the Capital Contributions described for each Preferred Member in *
Exhibit "A". No interest shall accrue on any Capital Contribution and the *
Preferred Members shall not have the right to withdraw or be repaid any *
Capital Contribution except as provided in this Agreement. Preferred Members *
who have selected Growth & Income Distributions shall accrue a Fixed Rate of *
Return, based on Threshold Invested Capital on each Preferred Member's *
Capital Account ("Accrual Amount") commencing on the date of the Capital *
Contribution and such accrual will terminate upon commencement of *
Distributions pursuant to Article 9 hereinbelow. Manager reserves the right *
to convert the Accrual Amount to a Distribution at its election and in its *
discretion. All returns of Capital Contributions must be made to the *
Preferred Members who made the Capital Contributions in the same proportion *
as the Preferred Member's Capital Contribution. Capital Contributions *
made to the Fund shall be made in full upon a Preferred Member becoming a *
Member of the Fund.

3.3 Return of Capital Contributions. Capital Contributions shall be expended *
in furtherance of the business of the Fund. All costs and expenses of the *
Fund shall be paid from its funds. No interest shall be paid on capital *
contributions. The Manager shall not have any personal liability for the *
repayment of any Capital Contribution to a Member. Except as otherwise *
expressly provided in this Agreement, no portion of the capital of the Fund *
may be withdrawn at any time without the express written consent of the Manager.

3.4 Capital Accounts. The allocations and maintenance of Capital Accounts *
provisions contained in this Agreement are intended to comply with the *
Treasury regulations promulgated under Section 704 of the Code (the "Section *
704 Regulations") and shall be interpreted in a manner consistent with such *
regulations.

ARTICLE 4
MANAGEMENT

4.1 Management Rights. Subject to Article 4.3, the day to day operations *
of the Fund shall be conducted by the Manager, and all management of the Fund *
shall be vested in the Manager. The Manager shall have full and complete *
authority, power, and discretion to make any and all decisions and to do any *
and all things that the Manager shall deem to be reasonably required to *
accomplish the business and objectives of the Fund. Approval or action taken *
by the Manager in accordance with this Agreement shall constitute approval *
or action by the Fund and shall be binding on each Member.

4.2 Manager. Tuscan Gardens Secured Income Fund Manager LLC shall be the *
Manager of the Fund.

4.3 Certain Powers of the Manager and Restrictions on Authority of the *
Manager. Notwithstanding Article 4.1, only the Manager may take the *
following actions:

(a) The admission of an Additional Member;

(b) The initiation of a proceeding for the bankruptcy of the Fund;

(c) The change in the business or purpose of the Fund;

(d) The approval of a merger, conversion or the application of any statute *
(the application of which is elective) to the Fund;

(e) Trading for or in the Fund's proprietary account, except for any normal *
operating error account;

(f) The amendment of this Agreement or any action taken in violation of this *
Agreement; and

(g) The sale, exchange, transfer, Distribution, or other Disposition of all, *
or substantially all, of the Fund Property.

(h) The Manager may redeem all or any portion of the Preferred Units at the *
Manager's sole and exclusive discretion at any time after thirty-six (36) *
months from the date which the Certificate of Occupancy is issued; provided, *
however, that such redemption shall be for a Unit Value not less than an *
amount which reflects a fifteen percent (15%) annual non-compounded *
cumulative return to the Preferred Members, or the value of any given *
Property for Class A Members or of a specific Property for the other Class *
Members, whichever is higher.

4.4 Liability of Members and Manager. Neither the Members nor the Manager *
shall be liable as Members or Manager for the liabilities of the Fund to *
third parties. The failure of the Fund to observe any formalities or *
requirements relating to the exercise of its powers or management of its *
business or affairs under this Agreement or the Act shall not be grounds *
for imposing personal liability on the Members or the Manager for *
liabilities of the Fund. In the event the Manager does not comply with *
the standard of care set forth herein, in compliance with the requirements *
set forth herein, or breaches this Agreement, the Manager shall be liable *
to the Fund and the Members for any and all damages caused directly or *
indirectly by said non-compliance or breach and the Fund and/or the Members *
may pursue an action against the Manager.

4.5 Indemnification. The Fund shall indemnify the Members and the Manager, *
for all costs, losses, liabilities, and damages paid or accrued by any *
Member or the Manager (either as Member, Manager, or agent) or because such *
Person is a Member or Manager, to the fullest extent provided or allowed by *
the law of Florida. To the extent the Fund is required to indemnify the *
Manager or Member, as set forth herein, the Manager shall cause the Fund to *
advance costs of participation in any Proceeding to the Member or Manager. *
The Manager may, with the consent of the Members, indemnify all other *
employees and agents of the Fund for all costs, losses, liabilities, and *
damages paid or accrued by the agent or employee in connection with the *
business of the Fund or because such Person is an agent or employee, to the *
fullest extent provided or allowed by the laws of Florida.

4.6 Conflicts of Interest. A Member or Manager does not violate a duty or *
obligation to the Fund merely because the Member's or Manager's conduct *
furthers the Member's or Manager's own interest. A Member or Manager may *
lend money to and transact other business with the Fund. The rights and *
obligations of a Member or Manager who lends money to or transacts *
business with the Fund are the same as those of a Person who is not a *
Member, subject to other applicable law. No transaction with the Fund *
shall be voidable solely because a Member or Manager has a direct or *
indirect interest in the transaction if either the transaction is fair *
to the Fund or the Members (in the case of a transaction in which the *
Manager but not a Member is personally interested) or a Manager (in the *
case of a transaction in which a Member but not a Manager is personally *
interested) with knowledge of the interest and transaction of the Member *
or Manager as the case may be, or approved in advance by all of the *
non-interested Members. Moreover, all documents and legal work associated *
with the creation of the entities associated herewith, including the Fund *
and the Fund Manager, have been provided by the law firm of *
Pino Nicholson, PLLC ("The Firm"). A principal of the law firm is also a *
principal herein. The Members and Manager intentionally waive any and all *
objections to The Firm continuing to represent the Manager and Member *
regardless of any conflict of interest considerations.

4.7 Authority of the Manager to Bind the Fund. Only the Manager and agents *
of the Fund authorized by the Manager shall have the authority to bind the *
Fund. Subject to the provisions of Article 4.3, the Manager has the power, *
on behalf of the Fund, to do all things necessary or convenient to carry *
out the day to day business, management, and affairs of the Fund, including, *
without limitation:

(a) The determination of the amount of, and the making of, Distributions.

(b) The determination of the amount of, and the making of, the transfer of *
any Fund Property to any person or entity;

(c) Assumption of debt; including but not limited to, the borrowing of money *
and issuing of evidences of indebtedness in an amount equal to seventy-five *
percent (75%) or more of the total fair market value of the Properties once *
completed, as is necessary, convenient, or incidental to the accomplishment *
of the purposes of the Fund, and securing the same by mortgage, pledge, or *
other lien thereon;

(d) The institution, prosecution, and defense of any Proceeding in the Fund's *
name;

(e) The investment and reinvestment of the Fund's funds, and receipt and *
holding of Fund Property as security for repayment;

(f) The conduct of the Fund's business, the establishment of Fund offices, *
and the exercise of the powers of the Fund within or without Florida;

(g) The appointment of employees and agents of the Fund, the defining of *
their duties, and the establishment of their annual compensation;

(h) The payment of compensation, or additional compensation to a Member and *
employees on account of services previously rendered to the Fund, whether *
or not an agreement to pay such compensation was made before such services *
were rendered;

(i) The purchase of liability and other insurance to protect the Fund's *
Property and business and the purchase of insurance on the life of any *
of the Members or employees for the benefit of the Fund;

(j) The employment of accountants, legal counsel, managing agents, or other *
experts to perform services for the Fund and to compensate them from Fund *
funds; and

(k) The doing and performing of all other acts as may be necessary or *
appropriate to carry out the Fund's day to day business.

(l) The negotiation and execution of contracts, partnerships, and joint *
venture relationships with other parties in order to facilitate the *
successful acquisition, construction, development, and operation of Tuscan *
Gardens Units.

4.8 Compensation of Members and Manager. The Members and Manager shall be *
reimbursed all reasonable expenses incurred on behalf of the Fund and shall be *
entitled to reasonable compensation, in an amount to be determined from time to*
 time by the Manager. The Manager shall also receive a monthly Fund Management,*
 Supervisory and Accounting Services Fee in the amount of $1,500.00, payable on*
 the first of each month. In addition, the Manager shall be entitled to receive*
 distributions of cash upon the sale of the Fund's Property pursuant to section*
 13.4 of this Agreement.

4.9 Standard of Care of Members and Manager. The Members' and Manager's duty *
of care in the discharge of the Members' and the Manager's respective duties *
to the Fund is limited to refraining from engaging in grossly negligent or *
reckless conduct, willful or intentional misconduct, or a knowing violation *
of law. In discharging their duties, the Members or Manager shall be fully *
protected in relying in good faith upon the records required to be *
maintained by the Fund and upon such information, opinions, reports, or *
statements by any of its agents, or by any other Person, as to matters the *
Members or Manager reasonably believe are within such other Person's *
professional or expert competence and who has been selected with reasonable *
care by or on behalf of the Fund, including information, opinions, reports, *
or statements as to the value and amount of the assets, liabilities, *
profits, or losses of the Fund or any other facts pertinent to the existence *
and amount of assets from which Distributions to the Members or the Manager *
might properly be paid.

4.10 Property Manager. The Manager may retain a Licensed Real Estate Broker *
which may be an affiliate of the Manager, on behalf of the Fund to manage *
the Properties under an appropriate property management agreement and will *
pay a reasonable monthly management fee for services provided.

4.11 Delegation of Duties. The Manager shall have the right to perform or *
exercise any of its rights or duties under this Agreement through delegation *
to or contract with affiliates of Manager, provided that all contracts with *
affiliated entities are on terms at least as favorable to the Fund as could *
be obtained through arms-length negotiations with unrelated third parties; *
and further provided that notwithstanding such delegation the Manager shall *
remain primarily responsible for the active supervision of the work performed.

ARTICLE 5
MEMBERSHIP INTERESTS; MEMBER MEETINGS

5.1 Membership Interests.The interests in the Fund shall be represented by *
Membership Interests. Each Membership Interest is represented by the number *
set forth with respect to the applicable Member in Exhibit "A" hereto.

5.2 Multiple Classes. The Offering consists of eleven (11) asset classes, as *
more specifically described below.

(a) Class A. Class A Membership Units represent Membership Units which provide *
their income from all assets owned by the Fund and not specific to any *
particular location. An investor in Class A Membership Units will be investing *
in the diversified portfolio of Properties owned by the Fund.

(b) Class B, C, D, E, F, G, H, I, J, K Membership Units. These classes *
represent Membership Units which provide their income from a particular *
Property which is being developed by the Fund. An investor in each one of *
those Membership Units will be investing in the designated and particular *
Property to which those investments will be directed, the specifics of which *
are more particularly set out in the Exhibit to the Subscription Agreement for *
each Class Membership Unit

5.3 Members. The Members of the Fund, their respective addresses, and the *
number of Membership Interests held by each Member shall be as set forth in *
Exhibit "A" attached hereto and by reference made a part hereof. Exhibit "A" *
shall be amended from time to time to reflect any changes in the composition *
of the Members or their Membership Interests that may occur after the date *
hereof in accordance with the terms of this Agreement, and such amendments to *
Exhibit "A" shall be made automatically upon any such change and shall not *
require any vote or approval of Members.

5.4 Voting Rights. The Fund will have two classes of Members, voting and *
non-voting. The Manager is the only initial Voting Member. All other Members *
are Preferred Members and have no voting rights. Unless otherwise *
specifically provided in this Agreement, no action may be taken or authorized *
on the part of the Members without the Manager's agreement.

5.5 Required Meetings; Place of Meetings. The Members may, but are not *
required to hold meetings annually. Meetings of the Members may be called by *
the Manager. The Manager shall designate the place of any Member meeting, *
which may be any place within or outside of the state of Florida and may be *
held or attended via conference call or video conference. If no designation *
is made, or if a special meeting is otherwise called, the place of meeting *
shall be the Principal Office of the Fund.

5.6 Notice of Meetings; Record Date. Written notice stating the place, day, *
and hour of the meeting and the purpose(s) for which the meeting is called *
shall be given not less than ten (10) days or more than sixty (60) days *
before the date of the meeting to each Member. Notice shall be effective if *
delivered personally, telecopied (if confirmed), or if mailed by registered *
or certified mail (return receipt requested) on the third business day after *
mailing to the Member(s) or if by overnight delivery, the first business day *
following delivery.

5.7 Consents. Action required or permitted to be taken at any meeting of the *
Members may be taken without a meeting if the action is evidenced by written *
consent of the Manager.

ARTICLE 6
MAINTENANCE OF BOOKS AND RECORDS,
ALLOCATION OF PROFITS AND LOSSES

6.1 Books, Records and Audit Rights. During the Term of this Agreement and *
for one (1) year thereafter, the Fund shall maintain proper records and books *
of account prepared using consistent accounting principles relating to the *
computation of payments owed and costs charged to the Fund. The Fund, for *
accounting and income tax purposes, shall operate on a Fiscal Year ending *
December 31 of each year, and shall make such income tax elections and use *
such methods of depreciation as shall be determined by the Manager. The *
books and records of the Fund shall be maintained at the principal place of *
business of the Fund. The Manager shall make the Fund books and records *
available for inspection and copying by any Member at reasonable times *
during normal business hours upon at least forty-eight (48) hours prior *
notice.

6.2 Bank Accounts. All funds of the Fund shall be held in a separate bank *
account(s) in the name of the Fund as determined by the Manager.

6.3 Financial Statements. Within a reasonable period after the end of each *
Fiscal Year, the Manager shall cause to be prepared and furnished to all *
the Members annual financial statements of the Fund, the cost of which shall *
be an expense of the Fund.

6.4 Revenues. The Fund shall collect and account for all gross revenue *
received from the Properties.  All revenue collected by the Fund shall be *
collected, reported, and accounted for through the bank accounts of the Fund.

6.5 Net Profits and Net Losses. "Net Profits" and "Net Losses" shall mean *
the net profits or net losses of the Fund for any specified period, taking *
into account each item of income, gain, loss, and deduction for such period, *
including the following deductions or reserves:

(a) expenses, maintenance and overhead charges of the operations of the *
Fund's business, including operating expenses and working capital needs; and

(b) reserves for accrued or contingent liabilities required by GAAP or as *
the Manager deems appropriate.

6.6 Allocation of Net Profits and Net Losses. Except as provided in Article *
6.7, Net Profits and Net Losses of the Fund shall be allocated among the *
Members' Capital Accounts as follows:

(a) Profits. At the end of each Fiscal Year, any Net Profits remaining after *
taking into account the special allocations provided for in Articles 6.7(a), *
and 6.7(b) may be allocated to the Members pro rata, based upon the *
proportion of the Membership Interest held by each Member to the number of *
Membership Interests held by all Members.

 (b) Losses. At the end of each Fiscal Year, any Net Losses remaining after *
taking into account the special allocations provided for in Articles 6.7(a) *
and 6.7(b) shall be allocated to the Members pro rata, based upon the *
proportion of the Membership Interest held by each Member to the number of *
Membership Interests held by all Members.

6.7 Special Allocation of Net Profits and Net Losses and Items Thereof. The *
special allocations set forth below shall supersede the allocations of Net *
Profits and Net Losses under Article 6.6 of this Agreement, if:

(a) The following provisions of the Treasury regulations promulgated under *
Section 704 of the Code (the "Section 704 Regulations"), as they may be *
amended from time to time, shall be applied in allocating Net Profits and *
Net Losses hereunder: (i) Section 1.704-2(f) (minimum gain charge back); *
(ii) Section 1.704-2(i)(4) (partner minimum gain charge back); and (iii) *
Section 1.704-1(h)(2)(ii)(d) (qualified income offset).

(b) Member non-recourse deductions shall be allocated among the Members as *
required in Section 1.704-2(t)(l) of the Section 704 Regulations in *
accordance with the manner in which the Member or Members bear the burden *
of an economic loss corresponding to the Member nonrecourse deductions.

(c) In accordance with Section 704(c) of the Code and the Treasury *
regulations promulgated thereunder, income, gain, loss, and deduction with *
respect to any Property contributed to the capital of the Fund shall, *
solely for tax purposes, be allocated among the Members so as to take *
into account any variation between the adjusted basis of such Property to *
the Fund for federal and state income tax purposes and its agreed fair *
market value at the time of contribution.

(d) In the event that the Fund has taxable income that is characterized *
as ordinary income under the recapture provisions of the Code, each Member's *
allocable share of taxable gain or loss from the sale of the Properties (to *
the extent possible) shall include a proportionate share of this recapture *
income equal to that Member's share of prior cumulative depreciation *
deductions with respect to the assets which gave rise to the recapture income.

6.8 Tax Allocation. For federal, state, and local income tax purposes the *
income, gains, losses, deductions and credits of the Fund, including the *
character and type thereof, shall be allocated among the Members in the *
same manner that each such item is allocated among the Capital Accounts.

6.9Compliance with Code. The allocations and maintenance of Capital Accounts *
provisions contained in this Agreement are intended to comply with the *
Section 704 Regulations and shall be interpreted in a manner consistent with *
such regulations. The Fund may, by action of the Manager, and without the *
consent of any Member, amend the provisions of the Agreement and the manner *
in which profits and losses (or other items) are allocated to the extent *
(but only to the extent) necessary to comply with the Section 704 Regulations.

ARTICLE 7
OTHER TAX AND FINANCIAL MATTERS

7.1 Tax Characterization and Returns. The Members acknowledge that the Fund *
is intended to be treated as a "partnership" for federal, state, and local *
tax purposes. Within ninety (90) days after the end of each Fiscal Year, the *
Manager will cause to be delivered to each person who was a Member at any *
time during such Fiscal Year a Schedule K-1 and such other information *
with respect to each Member's share of income, gain, loss, deduction, and *
credit for the Fiscal Year, if any, with respect to the Fund as may be *
necessary for the preparation of such Member's federal, state, or local *
income tax (or information) returns.

7.2 Accounting Decisions. The Manager will make all decisions as to *
accounting matters and may cause the Fund to make whatever elections the *
Fund may make under the Code.

ARTICLE 8
ADMISSION OF ADDITIONAL MEMBERS

From the date of the formation of the Fund, any Person acceptable to the *
Manager may become a Member in the Fund by the sale of new Membership *
Interests for such consideration as the Manager shall determine, subject *
to the terms and conditions of this Agreement. No new Members shall be *
entitled to any retroactive allocation of losses, income, or expense *
deductions incurred by the Fund. The Manager may, at its option, at the *
time an additional Member is admitted, close the Fund books (as though *
the Fund's tax year had ended) or make pro rate allocations of loss, *
income, and expense deductions to an additional Member for that portion *
of the Fund's tax year in which an additional Member was admitted in *
accordance with the provisions of the Treasury regulations promulgated *
under Section 706 of the Code.

ARTICLE 9
DISTRIBUTIONS

9.1 Distributions of Proceeds. Distributions of Proceeds made by the Fund *
are made pro rata to the holders of Preferred Units in that particular *
Class based upon one of the following two methods, at the election of the *
Preferred Member.

   9.1.1 Growth & Income Method. The Growth & Income Method shall represent *
distribution in the following three ways:

(a) A Fixed Rate of Return on the Capital Contribution, which shall accrue *
for ninety (90) days from the Date of Investment on all Properties for Class *
A Preferred Members, or on a particular Property for each of the additional *
Preferred Class Members, payable monthly thereafter; and,

(b) Twenty (20%) percent of the Net Distributable Cash Flow on all Properties *
for Class A Preferred Members or on a particular Property for each of the *
additional Preferred Class Members, payable annually; and

(c) A Premium Preference of five (5%) percent of the Liquidity Proceeds upon *
a Liquidity Event or such additional amount which may be required if greater *
than five (5%) percent, payable as a premium, to provide a Preferred Member *
a non-compounded annual cumulative rate of return of at least fifteen (15%).

   9.1.2 Lump-Sum Method. The Lump-Sum Method shall represent distribution *
on all Properties for Class A Preferred Members or on a particular Property *
for each Preferred Class of the additional Preferred Class Members equal to *
sixty (60%) percent of the Liquidity Proceeds.

9.1.3 Fixed Rates of Return on Threshold Invested Capital

(a) A Fixed Rate of Return of eight percent (8%)of Invested Capital per *
annum payable on a monthly basis commencing ninety (90) days after receipt *
of funds for those Preferred Members who have invested up to Ninety-Nine *
Thousand Nine Hundred and Ninety-Nine Dollars ($99,999) and elected the *
Growth & Income Method of distribution.

(b) A Fixed Rate of Return of nine percent (9%) of Invested Capital per *
annum payable on a monthly basis commencing ninety (90) days after receipt *
of funds for those Preferred Members who have invested One Hundred Thousand *
Dollars ($100,000) to Two Hundred Forty-Nine Thousand Nine Hundred and *
Ninety-Nine Dollars ($249,999) and elected the Growth & Income Method of *
distribution.

(c) A Fixed Rate of Return of ten percent (10%) of Invested Capital per *
annum payable on a monthly basis commencing ninety (90) days after receipt *
of funds for those Preferred Members who have invested Two Hundred Fifty *
Thousand Dollars ($250,000) or more and elected the Growth & Income Method *
of distribution.

(d) If, in the discretion of the Manager, it is in the best interest of *
the Fund, the Fixed Rate of Return may be accrued to the Preferred Member's *
Capital Account rather than distributed in cash.

9.2 Liquidation/Dissolution. All distributions of cash resulting from the *
sale of the Fund's Property shall be distributed consistent with the *
provisions of section 13.4 of this Agreement as soon as practicable following *
the Manager's determination that such cash is available for distribution.

9.3 Redemption. The Manager's business model anticipates a series of Liquidity *
Events on one or more Properties of the Fund within a five to seven year time *
frame from any particular investment by a Preferred Member. Liquidity Events *
may provide for an ongoing series of redemptions as more specifically set out *
herein.

(a) Any Preferred Member may request a redemption of the Preferred Member's *
Preferred Units commencing on the sixtieth (60th) month of the Preferred *
Member's Investment Date and continuing thereafter (Redemption Request). *
Upon receipt of the Preferred Member's Redemption Request, Manager shall *
provide for a redemption of the Preferred Member's Membership Interest *
within six (6) months thereof based upon the most recent Valuation Event on *
all properties for Class A Preferred Members, or on a particular Property *
for each of the additional Preferred Class Members.

(b) For such purpose, the Manager will provide a Valuation Event within the *
first quarter of each year to establish the value of Properties owned by the *
Fund, individually and cumulatively, as of December 31 of the prior year.

(c) In the event that the Manager, in its reasonable discretion, determines *
that a redemption pursuant to a Redemption Request hereinabove would not *
optimize the value of the Preferred Member's Preferred Units, the Manager *
shall have the right to extend redemption of the Redemption Request by an *
additional period of six (6) months.

(d) The Manager may redeem all or any portion of the Preferred Units at the *
Manager's sole and exclusive discretion at any time after thirty-six (36) *
months from the date which the Certificate of Occupancy is issued; provided, *
however, that such redemption shall be for a Unit Value not less than an *
amount which reflects a fifteen percent (15%) annual non-compounded *
cumulative return to the Preferred Members, or on the value of all Properties *
for Class A Preferred Members or on a specific Property for the other *
Preferred Class Members, whichever is higher.

9.4 Allocation and Distributions between Transferor and Transferee. Upon the *
transfer of all or any part of a Member Interest of a Member as provided in *
this Agreement, profits and losses shall be allocated between the transferor *
and transferee on the basis of the computation method which in the reasonable *
discretion of the Manager is in the best interests of the Fund, provided such *
method is in conformity with the methods prescribed by Section 706 of the Code *
and Treasury Regulation Section 1.704-1(c)(2)(ii). Distributions shall be made *
to the holder of record of the Member Interest on the date of distribution. *
Any transferee of a Member Interest shall succeed to the Capital Account of *
the transferor Member to the extent it relates to the transferred Membership *
Interest; provided, however, that if such transfer causes a termination of *
the Fund pursuant to Section 708(b)(1)(B) of the Code, the Capital Accounts *
of all Members, including the transferee, shall be re-determined as of the *
date of such termination in accordance with Treasury Regulation Section *
1.704-1(b).

9.5 In-Kind Distribution. Except as otherwise expressly provided herein, *
assets of the Fund, other than cash, shall not be distributed, in kind, *
to the Members, without the prior approval of the Manager.

ARTICLE 10
TRANSFERS OF MEMBERSHIP INTERESTS

10.1 Transfers Prohibited. No Member may voluntarily, involuntarily or by *
operation of law assign, transfer, sell, pledge, hypothecate or otherwise *
dispose (collectively "Transfer") of all or part of its Interest in the *
Fund, except as is specifically permitted by this Agreement. Any Transfer *
made in violation of this Article 10 shall be void and of no legal effect.

10.2 Permitted Transfer. Any Member may transfer their Interest to a third *
party with the written consent of Manager. The Manager, in its sole *
discretion, may approve or disapprove the Transfer.

10.3 Substituted Member. A permitted transferee of any Member's Interest *
shall be admitted to the Fund as a Substituted Member upon satisfaction of *
the following conditions:

(a) Filing with the Fund an opinion of counsel reasonably satisfactory to *
the Fund that the proposed sale, transfer or disposition does not result in *
a violation of the Act or any applicable state or province "blue sky" *
(collectively, "Securities Laws");

(b) Filing with the Fund a duly executed and acknowledged written instrument *
of assignment in a form approved by the Manager, which approval shall not be *
unreasonably withheld, specifying the Member's percentage being transferred *
and setting for the intention of the transferor that the permitted transferee *
succeed to the transferor Membership Interest (or the portion thereof) as a *
Member;

(c) Filing with the Manager any and all documents requested by Manager to *
allow Manager to assess the qualifications of the transferee;

(d) Execution, acknowledgement and delivery by the transferor and transferee *
of any other instruments reasonably required by the Manager, including an *
agreement of the permitted transferee to be bound by the provisions of this *
Agreement; and

(e) Manager approval.

10.4 Indemnification. The Member agrees to hold the Fund and its directors, *
officers and controlling persons and their respective heirs, representatives, *
successors and assigns harmless and to indemnify them against all liabilities, *
costs and expenses incurred by them as a result of any sale, transfer or other *
disposition of the Units by the transferring Member in violation of any *
Securities Laws or any misrepresentation with respect to said transfer.

10.5 Successors in Interest. Subject to the restriction of this Article, the *
rights and obligations of the Members shall inure to and be binding upon the *
heirs, successors and permitted assignees of the Member.

ARTICLE 11
RIGHT OF FIRST REFUSAL TO TRANSFER INTEREST

11.1Notice. In the event any Member (the "Offeree") receives or obtains a *
bona fide offer from a third party ("Third Party") to purchase all or any *
portion of its Interest in the Fund, which the Offeree desires to accept, *
then prior to accepting such offer the Offeree shall give written notice (the *
"Notice") of such offer to the Manager. Such notice shall set forth the *
material terms of such offer, including without limitation the identity of *
the Third Party, the purchase price, and the terms of payment. The Manager *
shall have a period of thirty (30) days from the date of receipt of the *
notice in which to elect to purchase the interest of the Offeree on the *
same terms and conditions as contained in the notice. In the event that *
the Manager declines to purchase the interest of the Offeree, then the *
Offeree shall give written notice of such offer to all other Members (the *
"Noticed Members"), which Notice shall set forth the material terms of such *
offer, including without limitation the identity of the Third Party, the *
purchase price, and terms of payment. The Noticed Parties shall have a *
period of thirty (30) days from the date of receipt of the notice in which *
to elect to purchase the Interest of the Offeree on the same terms and *
conditions as contained in the Notice. If more than one Noticed Member *
elects to purchase, the Interest of the Offeree shall be purchased pro *
rata by all electing Noticed Members in accordance with their respective *
percentages. Failure of a Noticed Member to respond within the thirty (30) *
day period shall be deemed an election not to purchase.

In the event that no Noticed Members respond, or if all Noticed Members *
expressly elect not to purchase, upon approval of the Manager, the *
Offeree shall have the right to proceed to sell its Interest to the *
Third Party on the terms and conditions contained in the Notice. In the *
event, however, that the sale to the Third Party is not consummated on *
the terms contained in the Notice within six (6) months following the date *
of the Notice, the Offeree shall be obligated to comply again with the *
terms of this Article 11.1 with respect to the existing Offer and all *
subsequent third party offers.

11.2Costs. In the event that the Manager or Noticed Member or more than *
one Noticed Member shall elect to purchase as provided in Article 11.1, *
the cost of such transaction, including without limitation, recording fees, *
escrow fees, if any, and other fees, excluding attorneys' shall be *
divided equally among the Offeree and the purchasing Noticed Member(s). *
The Offeree shall deliver all appropriate documents of transfer at the *
closing of such sale. From and after the date of such closing, whether *
the sale is made to the Noticed Member(s) or to the Third Party, the *
Offeree shall have no further interest in the assets or income of the *
Fund and the person(s) purchasing the Interest shall indemnify and hold *
harmless the Offeree from and against any claim, demand, loss, liability, *
damage or expense, including without limitation, attorney's fees arising *
from the operation of the Fund.

11.3Substituted Member. If a Member transfers its interest pursuant to *
this Article 11, such transferee shall comply with the provisions of *
Article 10.3 to become a Substituted Member of the Fund.

ARTICLE 12
BANKRUPTCY OR OTHER INVOLUNTARY TRANSFER

12.1Option to Purchase due to Bankruptcy. In the event of the Bankruptcy *
of a Member (hereinafter called the "Bankrupt Member"), the Manager *
initially and thereafter the other Members (hereinafter referred to as *
"Remaining Members") shall have the option to purchase the Membership *
Interest of the Bankrupt Member. Such option may be exercised first by *
the Manager for a period of thirty (30) days and thereafter by the *
Remaining Members, should the Manager decline to exercise its option, *
giving written notice thereof within thirty (30) days after its receipt *
of notice of a Bankruptcy. Notice of exercise of the option shall be given *
to the Bankrupt Member and to any trustee, receiver or other legal *
representative or holder or transferee of the Bankrupt Member's interest *
in the Fund (hereinafter called an "Bankruptcy Transferee") of which the *
Remaining Members have been given notice, at the address of such *
Bankruptcy Transferee contained in any such notice of Bankruptcy.

If the Remaining Members have not elected within the period specified *
herein to purchase the Bankrupt Member's Interest as provided, the *
Bankruptcy Transferee of such Interest shall, within thirty (30) days *
thereafter, execute and deliver to the Fund such documents, in a form *
reasonably satisfactory to the counsel for the Remaining Members, as may *
be necessary and requisite to evidence and effect the transfer of such *
Interest to the Bankruptcy Transferee, together with its acceptance of this *
Agreement and the rights and duties of a Member hereunder. Within thirty *
(30) days after delivery of such documents the Fund shall notify the *
Bankruptcy Transferee of its acceptance of such documents and of the *
Bankruptcy Transferee as a Member, the Bankruptcy Transferee shall thereupon *
be deemed a Member.

12.2Purchase due to Involuntary Transfer. In the event of the death of a *
Member ("Deceased Member") the Member's estate or heirs ("Involuntary *
Transferees") have the option to sell the Deceased Member's Interest to the *
Manager in the first instance and thereafter, to the Remaining Members. Such *
option may be exercised only by the Involuntary Transferees by giving the *
Manager and thereafter, the Remaining Members written notice of its desire *
to sell said Interest. The option must be exercised within one (1) year of *
the death of the Deceased Member. If the Manager desires to purchase said *
Deceased Member's Interest, the Manager must giving written notice thereof *
within thirty (30) days after its receipt of notice of the Involuntary *
Transferees' the intention to sell the Interest. Thereafter, notice of *
exercise of the option shall be given to the Remaining Members which must *
include the contact information for the Involuntary Transferees.

If the Involuntary Transferees have not elected within the period specified *
herein to sell or the Remaining Members have not elected to purchase the *
Deceased Member's Interest the Involuntary Transferees shall, within thirty *
(30) days thereafter, execute and deliver to the Fund such documents, in *
a form reasonably satisfactory to the counsel for the Remaining Members, *
as may be necessary and requisite to evidence and effect the transfer of *
such Interest to the Involuntary Transferees, together with its acceptance *
of this Agreement and the rights and duties of a Member hereunder. Within *
thirty (30) days after delivery of such documents, the Fund shall notify *
the Involuntary Transferees of its acceptance of such documents and of the *
approval as a Member, and shall thereupon be deemed a Member.

12.3Agreed Value. If the Remaining Members have elected to purchase the *
Interest of the Bankrupt or Deceased Member, the purchase price of such *
Interest shall be the percentage of the Bankrupt or Deceased Member's *
Interest in the Fund purchased by the Remaining Members times the agreed *
value thereof. If a value cannot be agreed upon, three appraisals of the *
Membership Interest shall be obtained from three different reputable *
appraisal companies as promptly as practicable. The average of the three *
such appraisals shall become the "Agreed Value" of the Bankrupt or Deceased *
Member's Interest in the Fund, taking into account all debts and liabilities *
of the Fund and the Capital Accounts of the Bankrupt or Deceased Member and *
the Remaining Members. *
Prompt written notice of the determination of the appraisers, signed by each *
appraiser, shall be given to the Bankrupt and any Bankruptcy Transferee, or *
Deceased Member's heirs or estate, and to the Remaining Members and shall be *
conclusive upon them. Costs of the appraisals shall be shared equally *
between the Bankrupt or Deceased member and the Remaining Members who elect *
to purchase the subject Member Interest.

12.4Notice of Agreed Value and Closing. After the giving of the determination *
as set forth in Article 12.3, the Remaining Members shall give written notice *
to the Bankrupt Member and any Bankruptcy Transferee or the Involuntary *
Transferees as the case may be, fixing the time and date for the closing of *
the purchase by the Remaining Members of the Bankrupt or Deceased Member's *
Interest in the Fund, which closing shall be at the principal office of the *
Fund on the date not less than thirty (30) days nor more than sixty (60) days *
after the date of such notice subject to the consent and approval of any Court *
having jurisdiction. At the closing, the Remaining Members shall pay to the *
Bankrupt Member or Bankruptcy Transferee, as the case may be, or the *
Involuntary Transferees by certified or bank check, an amount equal to the *
Agreed Value of the Bankrupt or Deceased Member's Interest in the Fund. The *
Bankrupt Member and any Bankruptcy Transferee, or the Involuntary Transferees *
shall execute, acknowledge and deliver to the Remaining Members such *
instruments of conveyance, assignment and releases as shall be necessary or *
reasonably desirable to convey to the Remaining Members all the right, title *
and interest of the Bankrupt Member and Bankruptcy Transferee, or the *
Involuntary Transferees in the Fund and the assets thereof.

ARTICLE 13
DISSOLUTION AND WINDING UP

13.1 Dissolution. The Fund shall be dissolved and its affairs wound up *
upon the election of the Manager. Notwithstanding any provision of the *
Act to the contrary, the Fund shall continue and not dissolve as a result *
of the death, retirement, resignation, expulsion, bankruptcy, or *
dissolution of any Member or any other event that terminates the continued *
membership of a Member. The Fund shall be dissolved and its affairs shall *
be wound up upon the earliest of:

(c) Failure of the Fund to acquire the Property as required herein above.

(d) The sale or other Disposition of all or substantially all of the *
assets of the Fund.

(e) An election to dissolve and wind up the Fund by the Manager(s);

(f) The expiration of the term of the Fund, unless the Manager(s) have *
elected to continue the Fund in writing prior to the expiration of such term;

13.2 Notwithstanding anything to the contrary contained herein no Member *
may voluntarily withdraw from the Fund without the consent of the Manager. *
The withdrawal, death, insanity, incompetency, Bankruptcy, dissolution or *
Liquidation of any Member as such will not dissolve the Fund.

13.3 Effect of Dissolution. Upon dissolution, the Fund shall cease carrying *
on as distinguished from the winding up of the Fund business, but the Fund *
is not terminated and continues until the winding up of the affairs of the *
Fund is completed and articles of dissolution have been filed with the *
Florida Department of State.

13.4 Procedure for Winding-Up. The Fund shall be dissolved upon an election *
of the Manager(s) to dissolve the Fund or on the disposition of all or *
substantially all of the Properties of the Fund. Upon dissolution of the *
Fund, the assets of the Fund will be distributed in the following order:

(a)The creditors of the Fund, including the Manager.

(b)The Preferred Members as follows:

i.For Preferred Members who have selected the Growth & Income Method, *
the Premium Preference; or

ii.For Preferred Members who have selected the Lump-Sum Method, sixty (60%) *
percent of the Liquidity Proceeds received.

(c) The balance to the Fund Manager.

13.5 Winding Up and Certificate of Dissolution. Upon the completion of *
winding up of the Fund, the Manager or other person designated by the *
Members shall deliver articles of dissolution to the Florida Department *
of State for filing. The articles of dissolution shall set forth the *
information required by the Act.

ARTICLE 14
ATTORNEY-IN-FACT AND AGENT

Each Member, by execution of this Agreement, irrevocably constitutes and *
appoints the Manager and any of them acting alone as such Member's true *
and lawful attorney-in-fact and agent, with full power and authority in *
such Member's name, place, and stead to execute, acknowledge, and deliver, *
and to file or record in any appropriate public office: (a) any certificate *
or other instrument that may be necessary, desirable, or appropriate to *
qualify the Fund as a limited liability company or to transact business as *
such in any jurisdiction in which the Fund conducts business; (b) any *
certificate or amendment to the Fund's articles of organization or to any *
certificate or other instrument that may be necessary, desirable, or *
appropriate to reflect an amendment approved by the Members in accordance *
with the provisions of this Agreement; (c) any certificates or instruments *
that may be necessary, desirable, or appropriate to reflect the dissolution *
and winding up of the Fund; and (d) any certificates necessary to comply *
with the provisions of this Agreement. This power of attorney will be *
deemed to be coupled with an interest and will survive the Transfer of a *
Member's Interest. Notwithstanding the existence of this power of *
attorney, each Member agrees to join in the execution, acknowledgment, *
and delivery of the instruments referred to above if requested to do so *
by the Manager. This power of attorney is a limited power of attorney and *
does not authorize the Manager to act on behalf of a Member except as *
described in this Article 14.

ARTICLE 15
MISCELLANEOUS

15.1Notices. All notices and other communications under this Agreement *
shall be in writing and shall be deemed given if delivered personally, *
telecopied (if confirmed), or if mailed by registered or certified mail *
(return receipt requested) on the third business day after mailing to the *
parties at the following addresses (or at such other address for a party *
as shall be specified by like notice) or if by overnight delivery one the *
first business day after delivery to the parties at the following addresses *
(or at such other address for a party as shall be specified by like notice):

If to Fund:Tuscan Gardens Secured Income Fund LLC
   189 S. Orange Ave., Suite 1650
   Orlando, FL 32801

If to Manager:Tuscan Gardens Secured Income Fund Manager LLC
   189 S. Orange Ave., Suite 1650
   Orlando, FL 32801

All notices to Preferred Members will be sent to the address on file with the *
Fund.

15.2 Construction. Every covenant, term and provision of this Agreement shall *
be construed simply according to its fair meaning and not strictly for or *
against any Member.

15.3 Interpretation. Except as otherwise provided herein, to the extent *
provisions or terms of this Agreement are subject to varying interpretations *
or constructions, the parties intend that such provisions and terms be *
interpreted consistent and in accordance with any similar provisions and *
terms set forth in the Florida Limited Liability Company Act, and successor *
laws.

15.4 Terms. Common nouns and pronouns will be deemed to refer to the *
masculine, feminine, neuter, singular, and plural, as the identity of the *
person or persons, firm, or corporation may in the context require.

15.5 Nature of Interest in the Fund. A Member's Interest shall be personal *
property for all purposes.

15.6 Amendment. This Agreement shall not be altered, amended, or repealed *
except upon the approval of the Manager.

15.7 Amendment of Articles of Organization. Except as otherwise provided *
in the Act, the Articles of the Fund shall not be altered, modified, or *
changed except upon the approval of the Manager at the time of such *
alteration, modification, or change.

15.8 Specific Enforcement. All breaches of this Agreement are subject to *
specific enforcement, without prejudice to the right to seek damages or *
other remedies.

15.9 Time. Time is of the essence with respect to this Agreement.

15.10 Entire Agreement; No Third Party Rights. This Agreement, including *
Schedules and Exhibits, and the Articles constitute the complete and *
exclusive statement of agreement among the Members with respect to the *
subject matter hereof and supersedes all prior agreements and understandings, *
both written and oral, among the Members with respect to the subject matter *
hereof. None of the provisions contained in this Agreement shall be for the *
benefit of or enforceable by any third *
parties, including creditors of the Fund. The parties to this Agreement *
expressly retain any and all rights to amend this Agreement as *
herein provided, notwithstanding any interest in this Agreement or in any *
party to this Agreement held by any other Person.

15.11 Incorporation by Reference. Every exhibit, schedule, and other *
appendix attached to this Agreement and referred to herein is hereby *
incorporated in this Agreement by reference.

15.12 Severability. In the event that any of the provisions of this *
Agreement shall be held by a court or other tribunal of competent *
jurisdiction to be illegal, invalid, or unenforceable, to any extent, *
such provisions shall be limited or eliminated to the minimum extent *
necessary so that this Agreement shall otherwise remain in full force *
and effect and enforceable.

15.13 Headings. Headings and captions are for convenience only and are *
not to be used in the interpretation of this Agreement.

15.14 Governing Law; Dispute Resolution. This Agreement shall be governed *
by and construed in accordance with the laws of the state of Florida. In *
the event of a dispute regarding this Agreement or the respective rights *
of the parties hereunder, the parties agree to submit such dispute on an *
individual basis only exclusively to binding arbitration in Orlando, *
Florida before a single professional arbitrator selected by the parties *
or, if the parties cannot agree on an arbitrator, appointed by the court. *
Any such arbitration shall be commenced within fifteen (15) days of *
selection of the arbitrator and the discovery rules contained in the Florida *
Rules of Civil Procedure shall apply to all such proceedings. The arbitrator *
shall have the right to order all remedies and award attorney's fees and *
costs to the prevailing party and any such orders may be entered in a state *
court of competent jurisdiction in Orlando, Orange County, Florida.

15.15 Counterparts. This Agreement may be executed in counterparts, each of *
which shall be deemed an original, but both of which together shall *
constitute one and the same instrument. Transmission by facsimile of an *
executed counterpart of this Agreement shall be deemed to constitute due *
and sufficient delivery of such counterpart.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly *
executed as of the date first written above.

Tuscan Gardens Secured Income Fund LLC


By:_________________________________________________

Janet Horvath-Pino, Chief Administrative Officer

Tuscan Gardens Secured Income Fund Manager, LLC




Tuscan Gardens Secured Income Fund Manager LLC

By:___________________________________________

Janet Horvath-Pino, Chief Administrative Officer

Tuscan Gardens Management Corporation

EXHIBIT "A"

OWNERSHIP INTEREST

Member Name
, Address,
Number of Units
, Percentage

Tuscan Gardens Secured Income Fund Manager LLC

189 S. Orange Ave., Suite 1650
Orlando, FL 32801

     0%

EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT

TO BE USED ONLY IN CONJUNCTION WITH AN INVESTMENT IN UNITS OFFERED THROUGH THE *
OFFERING CIRCULAR DATED June 19, 2015.

THIS SUBSCRIPTION AGREEMENT is made as of this ___ day of ____________, 2015,*
by and between TUSCAN GARDENS SECURED INCOME FUND LLC, a Florida limited *
liability company (the Fund ), and the undersigned subscriber (the Subscriber).*

The Fund desires to obtain financing by selling up to ten thousand (10,000) *
investment units ( Units ) at $5,000 per Unit. Subscriber desires to *
purchase the number of Units set forth on the signature page hereof.*

NOW, THEREFORE, for and in consideration of the premises and the mutual *
covenants hereinafter set forth, the parties hereto do hereby agree as follows:*

1.SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY THE SUBSCRIBER

1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber *
hereby subscribes for and agrees to purchase the number of Units for the *
purchase price set forth upon the signature page hereof, and the Fund agrees *
to sell such Units to the Subscriber at a purchase price equal to such amount.*
The purchase price is payable by check or wire transfer on terms set forth in *
Section 2.3.

The Subscriber understands that their admission to the Fund as a Member is *
contingent upon the acceptance in writing of the Subscription by the Fund. *
The Subscriber understands that pending such acceptance, the check will be*
deposited in an escrow account and the other documents the Subscriber *
furnished will be held in trust by the Fund.

The Subscriber represents that he/she is a resident of the United States, *
unless otherwise identified in Section 1.4 hereinbelow.

1.2 The Subscriber recognizes that the purchase of Units involves a high *
degree of risk and is suitable only for persons of adequate financial means *
who have no need for liquidity in this investment in that (i) he/she may not *
be able to liquidate his investment in the event of an emergency; (ii) *
transferability is extremely limited; and (iii) he/she could sustain a *
complete loss of his/her entire investment.

1.3 The Subscriber represents that (i) he/she is competent to understand *
and does understand the nature of the investment, and (ii) he/she is able *
to bear the economic risk of this investment.

1.4Please check the appropriate space(s):

____The Subscriber represents that he/she is an accredited investor as such *
term is defined in Rule 501 of Regulation D promulgated under the Securities *
Act of 1933, as amended (the Act ). (The definition of accredited investor*
is set forth below.)

____The Subscriber represents that he/she is not a resident of the United *
States.

The definition of an accredited investor includes the following:

An individual having a net worth or a joint net worth with spouse at the *
time of purchase in excess of $1,000,000. (In calculating net worth, you may *
include the value of your personal property and real estate, excluding the *
value of your principal residence, but including cash, short-term investments, *
stock and securities. Your inclusion of personal property and real estate, *
other than your principal residence, should be based on the fair market value *
of such property less debt secured by such property.)

An individual whose net income was in excess of $200,000 in each of the two *
most recent years, or whose joint income with spouse was in excess of *
$300,000 in each of those years, and who reasonably expects his net income *
to reach such level in the current year.

An IRA, Keogh or similar benefit plan for which investments are made solely *
by persons that are accredited investors.

Any entity in which all of the equity owners are accredited investors.

____The Subscriber represents that he/she is not an accredited investor.


1.4 The Subscriber acknowledges and represents that his/her investment *
does not and will not exceed any additional net worth requirements imposed *
by the Subscriber s state of residence.

1.5 The Subscriber acknowledges and represents that he/she has significant *
prior investment experience and that he/she recognizes the highly speculative *
nature of this investment. The Subscriber has such knowledge and experience*
in financial and business matters that he/she is capable of evaluating the *
merits and risks of investment in the Fund; and has the capacity to protect*
his/her interest in connection with an investment in the Fund;

1.6 The Subscriber hereby represents that he/she has been furnished by the *
Fund during the course of this transaction with all information regarding *
the Fund which he/she requested or desired to know; that all other documents *
which could be reasonably provided have been made available for his/her *
inspection and review; and that he/she has been offered the opportunity to *
ask questions of and receive answers from duly authorized officers or other *
representatives of the Fund concerning the Fund and the terms and conditions *
of this offering.

1.7 The Subscriber hereby specifically accepts and adopts each and every *
provision of the Operating Agreement, and executes this Subscription Agreement *
as a counterpart signature page to that Operating Agreement. The Subscriber *
has read and understands the Operating Agreement, the Offering Circular, this *
Subscription Agreement and any other related documents.

1.8 The Subscriber s overall commitment to investments that are not readily *
marketable is not disproportionate to his/her or their net worth and the *
investment in the Fund will not cause such overall commitment to be excessive.

1.9 The Subscriber hereby acknowledges that this offering of Units has not *
been reviewed by the United States Securities and Exchange Commission (the *
SEC) because of the Fund s representations that this is intended to be a *
nonpublic offering pursuant to Sections 4(a)(2) and/or 4(a)(6) of the Act *
and Regulation D ( Regulation D ) promulgated thereunder. The Subscriber *
represents that the Units are being purchased for his/her/their own account, *
for investment and not for distribution or resale toothers. The Subscriber *
agrees that he/she will not sell, transfer or otherwise dispose of any of *
the Units unless they are registered under the Act or unless an exemption *
from such registration is available.

1.10 The Subscriber agrees that the Fund may, if it desires, permit the *
transfer of the Units by the Subscriber out of his/her name only when *
his/her request for transfer is accompanied by an opinion of counsel *
reasonably satisfactory to the Fund that the proposed sale, transfer or *
disposition does not result in a violation of the Act or any applicable *
state or province blue sky laws (collectively,  Securities Laws ). The *
Subscriber agrees to hold the Fund and its directors, officers and *
controlling persons and their respective heirs, representatives, *
successors and assigns harmless and to indemnify them against all *
liabilities, costs and expenses incurred by them as a result of any *
sale, transfer or other disposition of the Units by the undersigned *
Subscriber in violation of any Securities Laws or any misrepresentation *
herein.

1.11 The Subscriber acknowledges and agrees that the Fund is relying on *
the Subscriber s representations contained in this Agreement in determining *
whether to accept this Subscription. The Subscriber agrees that the Fund *
reserves the unrestricted right to request and require additional *
information from Subscriber, reject or limit any Subscription, and *
to close the offer at any time.

1.12 The Subscriber represents and warrants that all representations *
made by the Subscriber hereunder are true and correct in all material *
respects as of the date of execution hereof, and Subscriber further *
agrees that until the closing on the Units subscribed for he/she shall *
inform the Fund immediately of any changes in any of the representations *
provided by the Subscriber hereunder.

1.14 The Subscriber is aware of the following:

(a) The Fund has no financial or operating history;

(b) There are substantial restrictions on the transferability of the Units; *
the Units will not be, and investors in the Fund have no rights to require *
that the Units be registered under the Securities Act of 1933, or any *
other state or federal act, and any such registration is unlikely;

(c) Financial projections and forecasts, if any, in the materials provided *
by the Fund are only management s estimates based on assumptions therein *
stated. There is no assurance or guarantee that any such projections and *
forecasts will be met;

(d)At any time, the amount of distributions or tax effects that may be *
available as a result of investment in the Fund is not susceptible to *
absolute prediction, and different future occurrences, interpretations *
or new developments in rulings of the Internal Revenue Service, court *
decisions or legislative changes may have an adverse effect thereon;

(e)No federal or state agency has made any finding or determination *
whatsoever as to the fairness for public investment, nor any recommendation *
nor endorsement, of the Units;

1.15The Subscriber acknowledges and agrees that, except as set forth in *
the offering materials, no other facts or assumptions have been represented, *
guaranteed or warranted to me, or us, by any person, expressly or by *
implication.

2.TERMS OF OFFERING

2.1 The Offering commenced on June 19, 2015 and will terminate upon the *
earlier of: (i) the completion of the sale of all of the Units, or (ii) *
December 31, 2016. The Offering may be extended by the Fund in its sole *
discretion (the Offering Period). The Offering may be closed from time *
to time, in tranches of any number of Units (collectively the Closings).

2.2 All funds paid hereunder shall be immediately available to the Fund.

2.3 The Subscriber hereby agrees to purchase the number of Units from the *
Fund set forth upon the signature page hereof. The Subscriber must purchase *
a minimum of five (5) or more Units for his/her initial Subscription with a *
purchase price of $5,000 per Unit. The purchase price is payable by check or*
wire transfer to the Fund. If the Fund declines to accept this Subscription,*
the Fund will return Subscription funds to the undersigned without interest *
thereon or deduction there from.

2.4The Subscriber acknowledges that this is a Regulation A offering.

2.5 Closings on Subscriptions shall be held as soon as practicable following *
the Fund s acceptance hereof.

3.MISCELLANEOUS

3.1 Any notice or other communication given hereunder shall be deemed *
sufficient if in writing and sent by registered or certified mail, return *
receipt requested, addressed to the Fund at 189 S. Orange Ave., Suite 1650, *
Orlando, FL 32801, and to the Subscriber at his/her address indicated on the *
last page of this Agreement. Notices shall be deemed to have been given on *
the date of mailing, except notices of change of address, which shall be *
deemed to have been given when received.

3.2 This Agreement shall not be changed, modified, or amended except by a *
writing signed by the parties to be charged, and this Agreement may not be *
discharged except by performance in accordance with its terms or by a writing *
signed by the party to be charged. The respective representations, warranties *
and covenants of the parties set forth in this Agreement shall survive *
delivery of and payment for the Units contemplated hereunder.

3.3 This Agreement shall be binding upon and inure to the benefit of the *
parties hereto and to their respective heirs, legal representatives, *
successors and assigns. This Agreement sets forth the entire agreement *
and understanding between the parties as to the subject matter hereof and *
merges and supersedes all prior discussions, agreements and understandings *
of any and every nature among them.

3.4 This Agreement and its validity, construction and performance shall be *
governed in all respects by the laws of the state of Florida, without giving *
effect to the choice of law rules thereof, and by the terms of the Operating *
Agreement for the Fund.

3.5 This Agreement may be executed in counterparts. Upon the execution and *
delivery of this Agreement by the Subscriber, this Agreement shall become a *
binding obligation of the Subscriber with respect to the purchase of Units *
as herein provided.

6.ACCEPTANCE.

Execution of this Subscription Agreement and tender of the payment referenced *
in Paragraph 1 above shall constitute an irrevocable offer which the Fund may *
accept or reject; acceptance by the Fund shall be indicated by its causing the *
undersigned to become a Member through execution of the Operating Agreement *
or amendment thereto, admitting the undersigned as a Member.


Subscriber Information:
NameSocial Security # or Tax I.D
Street AddressCounty
City State Zip Code
TelephoneEmailOccupation
Spouse s NameSpouse s Occupation

Co-Subscriber Information:
NameSocial Security # or Tax I.D
Street AddressCounty
City State Zip Code
TelephoneEmailOccupation

Investment Ownership:My Interest Should be Shown on the Fund Records as *
Follows (indicate one of the following):

? ___ Units ? ? Individual ? Company ? IRA
$__________

? Joint Tenancy ? Tenants in Common ? Corporation
 ? Trustee ? Other (Describe) ____________________


? 50 Units ? $250,000
? 40 Units ? $200,000
? 30 Units ? $150,000
? 20 Units ? $100,000
? 5 Units ? $ 25,000
? Class ________
? Location_________________

 If a limited liability company, please include a copy of the Articles of *
Organization, Operating Agreement and a certificate of action of the *
manager(s) or other document authorizing the investment.
 If a custodian, trustee or agent, please include a copy of the trust, *
agency or other agreement and an entity certificate authorizing the investment.
 If a corporation, please include a copy of the Articles of Incorporation *
and a certified corporate resolution or other document authorizing the *
investment.

Please Confirm Suitability

Investment Payment Method (choose one):
? Check
? Wire Transfer Instructions
? Electronic Funds Transfer (EFT): I (we) hereby authorize Tuscan Gardens *
Secured Income Fund LLC to initiate a debit entry to my (our) account *
indicated below at the Depository named below, to debit the same to such *
account. This Authorization shall be for the amount of subscription of *
this Agreement only, and shall terminate upon collection of such amount.

Distribution Method (choose one):
 ? Mail my distribution.
 ? Deposit my monthly distributions electronically into the account *
listed on the attached voided check. ? Automatically accrue my monthly *
distributions to my Capital Account.

Please indicate your acceptance hereof by signing below in the space *
provided. The Agreement will be fully executed and a copy returned to you *
for your records upon receipt of investment payment.

Accepted By:

SUBSCRIBER

___________________________________________________________________________
SignaturePrinted NameDate


___________________________________________________________________________
SignaturePrinted NameDate

TUSCAN GARDENS SECURED INCOME FUND LLC

___________________________________________________________________________
SignaturePrinted NameDate