This agreement (the "Agreement") is made and entered into by and between
Gyrodyne Company of America, Inc. ("Owner") and DPMG, Inc. dba Landmark National
("Manager").

      This Agreement is executed as of April 9, 2002 ("the Effective Date").

      WHEREAS, the Owner has determined that the best interests of the Owner's
shareholders would be served by the development of the Property into a golf
course with related facilities adjoining a residential development; and

      WHEREAS, Manager has extensive experience in the planning, design,
development, construction and operation of high-end golf courses and
golf-related residential communities throughout the United States; and

      WHEREAS, Owner desires to retain the Manager to design, develop, operate
and manage the Project and the Manager is willing to be so retained and to
perform such services during the term hereof on behalf of the Owner.

      NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, Owner and Manager agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

1.1 "Applicable Laws" means all laws, statutes, ordinances, codes, building
codes, regulations, rules, orders and resolutions of all national,
administrative, state, local, municipal, and other governing bodies relating to
the Project or to the performance of the Services or the Work.

1.2 "Construction Phase" means for each of the Project Components the phase
commencing the award of the first contract related to construction of that
Project Component and ending upon Final Completion of that Project Component.
The parties acknowledge that design Services may be required during the
Construction Phase.

1.3 "Construction Phase Services" means for each Project Component the Services
rendered during the Construction Phase of the Project.

1.4 "Design and Master Plan" means the final approved subdivision map(s) as
filed with the Suffolk County Clerk and the designs, plans, specifications,
drawings and related construction documents for the Residential Development and
the Golf Course and Related Facilities and all changes and modifications
thereto, prepared for use in constructing the Project, performing the Work, and
rendering the Project fully operational and complete, all as approved by Owner.


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1.5 "Design and Master Plan Phase" means the phase of the Project commencing
upon the Effective Date of this Agreement and ending upon completion of the
Design and Master Plan.

1.6 "Design and Master Plan Phase Services" means for each Project Component all
Services required during the Design and Master Plan Phase.

1.7 "Feasibility Study" means the feasibility study dated March, 2002 which has
been prepared by Manager and previously delivered to Owner.

1.8 "Final Completion" means the completion of all Work required by, and in
strict compliance with, the Design and Master Plan for the Project, including
start-up, testing, obtaining regulatory approvals from all applicable
authorities, and all preparations necessary to operate and maintain the Project.

1.9 "Golf Course" means the 18-hole championship golf course and practice areas
to be designed for and constructed on the Property

1.10 "Golf Course and Related Facilities" means the Golf Course, clubhouse,
tennis courts, swimming pool and other golf related facilities.

1.11 "Golf Operating Agreement" means the Golf Operating Agreement between
Owner and Manager of even date herewith.

1.12 "Lender" means an institutional lender selected by the Owner in its sole
discretion upon consultation with the Manager to finance the Project, a Project
Component or any phase of the Project.

1.13 "Operations, Sales and Marketing Phase" as to the Golf Course and Related
Facilities Component shall commence on the Substantial Completion of the Golf
Course and Related Facilities and shall terminate when this Agreement
terminates. The Operation, Sales and Marketing Phase as to the Residential
Development Component shall commence at such time as lots or units in the
Residential Development are offered for sale and shall terminate upon the sale
of all lots and/or units in the Residential Development.

1.14 "Project" means as to the Golf Course and Related Facilities, the proposed
development of a portion of the Property into a fully operational golf course
and country club and the operation of the golf course and country club pursuant
to the terms of the Golf Operating Agreement, and as to the Residential
Development, the proposed development of the Property surrounding the Golf
Course and Related Facilities into residential lots and/or multi-family building
parcels with roads, utilities and other infrastructure fully completed and the
sale of such lots and/or parcels.


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<PAGE>

1.15 "Project Components" means (i) the Golf Course and Related Facilities
component of the Services and the Work and (ii) the Residential Development
component of the Services and the Work.

1.16 "Property" means certain portions of Owner's real property known as
Flowerfield as shown in the Feasibility Study, the exact dimensions and size of
which will be fixed by Owner in its sole discretion upon consultation with the
Manager during the Design and Master Plan Phase.

1.17 "Residential Development" means the proposed residential community
adjoining the Golf Course and Related Facilities.

1.18 "Services" means those services, functions, roles, responsibilities,
obligations and duties required of Manager pursuant to the terms of this
Agreement.

1.19 "Subcontracts" means the contracts between Owner and the persons or
entities selected by the Owner for performance or supply of the Work.

1.20 "Subcontract Costs" means those sums properly paid or due and payable by
Owner under the terms of the Subcontracts.

1.21 "Subcontractor" means any person or entity having a direct contract or
purchase order with Owner for the performance or supply of portions of the Work,
including Manager if selected by Owner to perform any portion of the Work.

1.22 "Substantial Completion" means that stage of completion of the construction
of any Project Component, including testing, approval by any applicable
regulatory authority, and receipt of any required final certificate of occupancy
or approvals of any filed map, such that the Work and the Project Component are
functionally and legally usable by Owner for the purpose for which they are
intended; to wit, in the case of the Residential Development, the lots and
multi-family parcels, if any, may be sold for the vertical build out without
further road, utilities or other improvements, and, in the case of the Golf
Course and Related Facilities, are ready to be opened to the public.

1.23 "Work" means any and all labor, supervision, work, supplies, fixtures,
furnishings, vehicles, equipment, services, tools, materials, computers,
utilities, items, documents and things required to be performed or supplied for
the design and construction of the Project other than the Services required by
this Agreement.

                                   ARTICLE 2

                    COVENANTS, REPRESENTATIONS AND WARRANTIES

2.1 Specific Covenants, Representations and Warranties. By executing this
Agreement, Manager makes the following express covenants, representations and
warranties to Owner:


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<PAGE>

      2.1.1 Manager is professionally qualified to act as the manager for the
      Project and has, and shall maintain, any and all licenses, permits, and
      other authorizations necessary to act as the manager for the Project and
      to perform the Services required hereunder.

      2.1.2 Manager has become familiar with all design and construction
      documents generated to date and will become familiar with all generated
      hereafter, and has become familiar with the Project site and the local
      conditions under which the Project is to be constructed.

      2.1.3 Manager has the capability and experience, including sufficient
      qualified and competent supervisory personnel, to efficiently and timely
      perform the Services, and Manager will continuously furnish sufficient
      personnel to perform the Services in a timely and proper manner.

      2.1.4 Manager shall comply with all Applicable Laws.

      2.1.5 Manager assumes full responsibility to Owner for any damage, cost or
      expense to Owner arising from the gross negligence or willful misconduct
      of Manager's officers, employees, and agents in the performance of the
      Services.

      2.1.6 Manager shall perform its duties in a prudent and businesslike
      manner, and shall use commercially reasonable efforts to plan, design,
      develop, manage, operate, maintain and realize maximum value from the
      Project in a manner consistent with the terms of this Agreement. Manager
      shall seek to realize the goals of Owner and shall conduct its activities
      hereunder in accordance with the directives of Owner.

2.2 Enumerated Representations And Warranties Not Exhaustive. The
representations and warranties enumerated in this Article 2 operate in addition
to, and shall in no way supersede, limit, or restrict any other duty,
responsibility, representation, or warranty, express or implied, created or
required by this Agreement or by law.

                                    ARTICLE 3

                MANAGER'S SERVICES AND DUTIES: GENERAL PROVISIONS

3.1 Generally. Manager shall perform and provide the Services necessary or
appropriate to develop a business plan for the Project, design and operate the
Golf Course and Related Facilities, design and sell lots and/or parcels in the
Residential Development and manage the Work required for the construction of the
Project. In performing its duties hereunder, Manager shall be a fiduciary to
Owner in whom Owner may place its full trust and confidence.

3.2 Standard of Care. Manager shall perform the Services at a level, and be
judged by a standard of care, that is consistent with the standards and quality
prevailing among first-rate, nationally recognized construction management and
general contracting firms of superior knowledge, skill and experience engaged in
projects of similar size and complexity. Manager


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<PAGE>

shall carry out and complete the Services in an efficient, economical and timely
manner, as expeditiously as is consistent with the level of skill and care
required hereby and the interests of Owner.

3.3 Permits, Notices, And Fees. Manager shall cooperate with and assist Owner as
necessary in timely preparing and submitting all necessary submissions, notices,
and applications to all relevant governmental authorities and assist in filing
or obtaining from all relevant government authorities all necessary subdivision
approvals, site plan approvals, environmental permits, notices of commencement,
building and other permits, inspection certificates, certificates of occupancy,
and similar documents necessary for the construction, occupancy, and operation
of the Project, except to the extent that a Subcontract requires the
Subcontractor to obtain permits for any portion of the Work. The Owner shall pay
all fees associated with the foregoing.

3.4 Compliance with Applicable Laws. Manager shall reasonably ensure that the
Services and Work are performed, and the Project is designed and constructed, in
a manner which meets the requirements of all Applicable Laws relating to the
design, construction, occupation, and operation of the Project, including, but
not limited to, zoning, building and sanitary codes, fire and safety
regulations, and environmental regulations. Such Applicable Laws shall be deemed
minimum standards for the Project. Where the requirements of the specifications
and the accompanying plans exceed those of the Applicable Laws, the plans and
specifications shall be followed. Manager shall immediately report to Owner any
known or anticipated violation by any Third Party Professionals (as hereinafter
defined) or any Subcontractor of any Applicable Law.

3.5 Reporting Anticipated Delays. Should Manager, at any time during the course
of the Project, have reason to believe that Manager, any Third Party
Professionals, or any Subcontractor will be unable to meet a completion date of
any activity which is on the critical path of the Project or which may delay
Manager, any Subcontractor, any Third Party Professionals, or the progress of
the Project, Manager shall immediately notify Owner in writing, stating the
reason for the delay, describing steps being taken to remedy the delay, and
recommending steps for eliminating or reducing the extent and impact of such
delays.

                                   ARTICLE 4

                     DESIGN DEVELOPMENT AND PROJECT PLANNING

4.1 Generally. During the Design and Master Plan Phase of the Project, and
continuing during the Construction Phase where necessary or appropriate to
further the interests of Owner and the Project, Manager shall render Services
which supervise and support the services to be rendered by the Third Party
Professionals and the Sub-contractors including design development, design
review, Project planning, and the specific Services described in this Article 4.

4.2 Business Plan. Manager shall prepare and update, as required, for Owner's
approval, a business plan covering the overall development and operation of the
Project. In connection therewith, Manager shall provide recommendations on
relative construction feasibility, time requirements for installation and
construction, and factors related to cost, including costs of alternative
designs or materials, preliminary budgets, and possible economies.


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<PAGE>

4.3 Golf Course and Related Facilities. Manager shall design, or cause to be
designed, the Golf Course and prepare and update, as required, for Owner's
approval, an operational plan for the Golf Course and Related Facilities,
including analysis of membership plans and programs and preparation of related
membership documentation. Manager shall prepare, or cause to be prepared, plans
and specifications for the clubhouse, cart barn, half-way house, shelter houses,
sanitary facilities, maintenance facilities, irrigation systems, storm drainage
systems, dams, bridges and any other facilities incidental to the Golf Course.

4.4 Master Plan: Manager shall design, or cause to be designed, the Residential
Development and work with Third Party Professionals to develop a master plan for
the Golf Course and Related Facilities and the Residential Development including
the filed map, land plans, utility service plans, drainage plans, etc.

4.5 Third Party Professionals: Manager shall engage (to the extent approved by
Owner), on behalf of Owner, third party professionals (licensed surveyors,
engineers, architects, etc.) ("Third Party Professionals") as needed for design
and construction of the Project.

4.6 Scheduling. Manager shall provide, as soon as reasonably practicable (with
monthly updates thereof) a Project time schedule that coordinates and integrates
the services of the Third Party Professionals with construction schedules.

4.7 Project Budget. Manager shall prepare a Project budget (the "Project
Budget") for the Owner's approval as soon as major Project requirements have
been identified and update the Project Budget monthly with the Owner's approval.
Manager shall prepare an estimate of monthly construction costs. Manager shall
update and refine budget estimates for Owner's approval as the development of
the plans and specifications proceeds, and advise the Owner immediately if it
appears that the Project Budget will require revision. Nothing herein shall
constitute a representation, warranty or covenant by the Manager concerning the
future performance of the Project or any portion thereof. Without limiting of
the foregoing, the Manager and Owner understand and agree that the projections,
budgets and business plan(s) prepared by Manager for the Project represent only
an estimate by the Manager of costs and revenues that may be incurred or
received in the future and should not be relied upon by any party as a
representation or warranty of such performance.

4.8 Financing. Manager will assist Owner in identifying and making application
to Lenders for Project financing. Manager will fully cooperate with Lender's
consultant(s) during the pre-construction and Construction Phases of the Project
and provide contract documents (plans and specifications), budget and schedule
documentation as requested for review. Manager will coordinate, schedule and
prepare documentation for required drawdowns on Project applications for payment
and meet with Lender's consultant at the Project site for review and approval of
same.

4.9 Processing of Approvals. Manager shall coordinate the applications for, and
processing of, all governmental and quasi-governmental approvals and consents
required for subdivision approval and the development, construction and
operation of the Project, including the retention


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<PAGE>

of Third Party Professionals for the preparation of studies and analyses
required as conditions of such consents, approvals. Manager shall organize teams
to appear and make presentations to governmental bodies having jurisdiction or
planning authority over the Project. Manager shall supervise revisions of
Project plans and specifications, to conform to governmental requests and
mandates, as approved by Owner.

4.10 Review Project Requirements and Site Data. Manager shall review and study
all background data, specifications and other related materials made available
by Owner as to requirements, criteria, priorities, feasibility, and physical and
financial limitations with regard to the Project, and shall review with Owner
and, as appropriate, the Third Party Professionals, site data (such as access,
location of services and utilities, security, surveys, and soils information)
and other relevant information.

4.11 Verify Site and Working Conditions. Promptly after execution of this
Agreement, and as necessary thereafter, Manager shall visit the Project site,
review all information related to the site and to the conditions under which the
Work will be performed. Manager shall notify Owner of any conditions that would
adversely affect the progress, quality, or cost of the Work, recommend means of
addressing such conditions, and suggest additional testing or services
reasonably required in connection therewith.

4.12 Consultation and Advice. Manager shall consult with and advise the Third
Party Professionals and Owner concerning cost, schedule, constructability, and
other issues relevant to the completion of the Project, including, but not
limited to, value engineering, advantages and disadvantages of proposed
materials, building systems, and equipment, construction feasibility,
availability of materials and labor, time requirements for installation,
construction scheduling alternatives, future expandability of the Project, ease
of maintenance, longevity of service, economy of operation, operational
capabilities in the case of extended loss of external utility services, and
means of achieving conformance with the Owner's Project objectives and the
Design and Master Plan.

4.13 Identify Applicable Laws and Regulations. Manager shall identify and review
with Owner and the Third Party Professionals, and, if requested by Owner, assist
Owner in complying with, the Applicable Laws which will affect the Services, the
Work, and the Project.

4.14 Quality Assurance. Manager shall submit to Owner for approval a program for
review of design and construction documents, cost estimates, schedules, and the
Work.

4.15 Utilities, Communications and Other Infrastructure Issues. Manager shall
advise and assist the Third Party Professionals and represent Owner, if
requested, in dealing appropriately with local utilities, communications, and
other related infrastructure issues.

4.16 Review Of Design Documents. Manager shall review and study, on a continuing
basis through the Design and Master Plan Phase and the Construction Phases, all
design and construction documents prepared for the Project for accuracy,
completeness, clarity, and consistency. Manager shall notify Owner and the Third
Party Professionals of any errors, omissions, conflicts, inconsistencies, or
ambiguities discovered, identify potential design changes


                                        7

<PAGE>

before the bidding cycle and Construction Phase begin, and recommend
alternatives when design details affect construction feasibility,
constructability, quality, or the Project schedule. Manager shall assure through
such review and study that all Project construction requirements are met in the
Design and Master Plan and the Subcontracts.

4.17 Presentations. When requested by Owner, Manager shall assist Owner in
making one or more presentations to Lenders, shareholders, media representatives
and others of design concepts, cost studies, site evaluation, and other data
developed in relation to the Project.

4.18 Value Engineering. Manager shall perform value-engineering studies and
propose to the Owner design, construction and systems alternatives for reducing
the cost of the Project, or elements thereof. Manager shall provide Owner with
an estimate of the cost of, and the savings that will result from, implementing
such value engineering alternatives.

4.19 Cash Flow Forecasts. Manager shall analyze the Design and Master Plan,
payment schedules, and the Construction schedule and shall prepare a written
forecast of projected monthly payments to Manager and Subcontractors through
Substantial Completion of the Project. As a part of each Monthly Report, Manager
shall provide Owner with an updated forecast of such projected monthly
payments.

                                    ARTICLE 5

                                    SCHEDULES

5.1 Preparation of Preliminary Schedule. Within thirty (30) days after the
Effective Date of this Agreement Manager shall provide to Owner, in a summary
form, a proposed schedule for the completion of the Project including milestone
dates appropriate to the Project (the "Preliminary Schedule"). The Preliminary
Schedule shall be subject to Owner's approval. Manager shall update the
Preliminary Schedule monthly throughout the remainder of the Design and Master
Plan Phase.

5.2 Preparation of Construction Schedule. Prior to the commencement of the
Construction Phase, Manager shall provide to Owner a detailed schedule for
performance of all of the Work (the "Construction Schedule"). The Construction
Schedule shall be in such form as Owner may require, shall utilize the critical
path method of scheduling, and shall provide for a Substantial Completion Date.
The Construction Schedule shall coordinate and sequence all activities and
performance by all participants in the construction of the Project, including
Owner, Manager, Third Party Professionals and Subcontractors. The Construction
Schedule shall identify those activities and events which are on the critical
path. The Construction Schedule shall be subject to Owner's approval.

5.3 Updating Of Schedules. Manager shall update the Construction Schedule on a
monthly basis throughout the construction of the Project to reflect accurately
Work accomplished and to be accomplished. Such updates of the Construction
Schedule shall be furnished to Owner monthly along with the Monthly Report
required by this Agreement. Such updates shall detail all elements of Project
progress and shall identify any delays relating to any activity on the


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<PAGE>

critical path of the Project, the cause and extent of same, the projected impact
on Substantial Completion, and steps being taken and recommendations for
eliminating or reducing the extent of such delays.

                                    ARTICLE 6

                    PROCUREMENT OF SUBCONTRACTS AND MATERIALS

6.1 Bidding, Negotiation and Contract Award. Manager shall provide all necessary
Services related to the bidding, negotiation and award of Subcontracts for the
construction of the Project, including: (a) preparing lists of prospective
Subcontractors and bidders; (b) preparing appropriate bid documents, proposed
forms of contract, payment schedules and purchase orders; (c) establishing
procedures and schedules for Subcontractor bids or negotiations; (d) advertising
for bids and developing Subcontractor interest; (e) furnishing information
concerning the Project to prospective Subcontractors; (f) conducting
negotiations and pre-bid conferences with Subcontractors; (g) receiving and
analyzing bids and making recommendations to Owner regarding Subcontract awards;
(h) investigating the acceptability and responsibility of sub-subcontractors or
suppliers proposed by any Subcontractor and advising Owner of such evaluations;
(i) negotiating with Subcontractors concerning any matter related to the
Project; and (j) such other services required by Owner with respect to the
Subcontractor contracting process.

6.2 Approval of Subcontractors. Manager shall not engage on behalf of Owner or
employ on its own behalf any Subcontractor, Third Party Professional, employee
or agent to perform any part of the Services or Work who is not properly
licensed or against whom Owner has a reasonable objection.

6.3 Subcontract Requirements. Except as otherwise approved by Owner in writing,
all Subcontracts shall provide for the retention of ten percent (10%) of amounts
earned under the Subcontracts ("Subcontract Retainage").

6.4 Coordination of the Subcontracts. As part of the bidding, negotiation and
award of Subcontracts, Manager shall ensure that the Subcontracts are
coordinated so that all of the Work is properly and clearly allocated among, and
assigned to, Subcontractors without omission, conflict, or duplication. Manager
shall carefully review all Subcontracts to ensure: (a) that all subcontracted
parts of the Work are assigned to appropriate Subcontractors; (b) that,
provisions are made for temporary facilities and utilities necessary for the
performance of the Work and for Project site facilities necessary for Manager,
Owner, and Third Party Professionals to perform their duties in the management,
inspection, and supervision of the Work; (c) that responsibility for Project
safety programs is properly assigned; (d) that they are in compliance with
Applicable Laws; and (e) that they are in compliance with Owner's and Managers'
guidelines, if any.

6.5 Competitive Procurement. Unless otherwise directed by Owner, Manager shall
use multi-bid procurement methods.


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<PAGE>

6.6 Other Bid Requirements. Manager shall provide copies of all bids to Owner.
If Owner should so direct, Manager shall require bidders to submit their bids
directly to Owner who shall then open and forward copies of such bids to
Manager.

6.7 Procurement of Special Services. Manager shall schedule and coordinate
services from surveyors, testing laboratories, and other special consultants
required for the completion of the Work.

6.8 Orders Of Materials and Equipment. Manager shall schedule, coordinate,
expedite, and effect the purchase and delivery to the Project site of materials
and equipment required to be provided by Owner. Manager shall perform expediting
and inspection services after the placement of all such orders.

6.9 Procurement of Materials and Equipment on Owner's Behalf. Manager shall be
responsible for scheduling and coordinating, and if requested by Owner, for
purchasing and for arranging appropriate delivery, storage and security for, all
materials, furnishings, tools, fixtures, computers, and equipment to be
furnished by Owner for use in performance and completion of the Work. The
purchase price and transportation and storage costs associated with such items
shall be borne by Owner within the limits established by the Project Budget.

                                   ARTICLE 7

                           CONSTRUCTION ADMINISTRATION

7.1 Owner to Enter into Subcontracts. Owner shall enter into Subcontracts with
Subcontractors for the performance of the Work. Manager shall protect Owner's
interests during the performance of such Subcontracts and shall monitor
performance by the Subcontractors of all duties and obligations contained in the
Subcontracts. Manager shall promptly notify Owner of any material breach by a
Subcontractor and shall recommend steps to remedy such breach and to minimize
the effect of such breach on the timely and proper completion of the Work.

7.2 Scheduling and Coordinating Construction. Manager shall be responsible for
scheduling, coordinating, assigning work areas, and sequencing the Work to be
performed and for coordinating same with the Third Party Professionals' services
and with Owner's and Owner's tenants' activities and ongoing operations and any
Work that may be performed by Owner's own forces, in a manner so as to complete
the Project in a reasonably timely fashion.

7.3 Preconstruction Conference. At an appropriate time after execution of
Subcontracts, Manager shall conduct a preconstruction conference and shall
review with Third-Party Professionals and the Subcontractors any special
requirements of Owner with respect to the Work, including Project access, safety
requirements, contract procedures, scheduling, requests for payment, change
orders, inspections, and any and all other matters relevant to the performance
of Manager, the Third Party Professionals, and the Subcontractors.


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<PAGE>

7.4 Confirmation of Insurance. Manager shall timely procure and review all
insurance certificates and policies required by the Subcontracts and provide
copies of same to Owner. Manager shall not permit any Subcontractor to enter the
Project site or perform any Work relating to the Project unless such
Subcontractor is and remains insured in accordance with the insurance
requirements set out in the Subcontracts.

7.5 Commencement of Construction. Upon receipt from Owner of a written notice to
proceed with construction, and not before, Manager shall prepare and issue
written notices to proceed to Subcontractors as appropriate.

7.6 Supervision of Subcontractors. Manager shall maintain a continuous presence
on the Project site at all times during the Construction Phase of the Project
through the provision of sufficient qualified supervisory and other personnel to
perform the Services and obligations of this Agreement. A projection of such
personnel and the costs related thereto is shown on the Feasibility Study.
Manager shall continually supervise its own forces and those of the
Subcontractors in a first-class manner. Manager shall determine the adequacy of
personnel, labor, materials, equipment and direct supervision provided by
Subcontractors and shall monitor their compliance with the Construction
Schedule.

7.7 Job Progress Meetings. Manager shall conduct meetings at least weekly, and
at such additional times as the needs of the Project or good construction
management practice may require, with the Subcontractors, and if necessary with
Third Party Professionals, for the purpose of discussing all matters relating to
the quality, quantity, and progress of the Work.

7.8 Requests For Information and Interpretation. In cooperation with the Third
Party Professionals, Manager shall promptly provide information and
interpretations to Subcontractors as necessary for the execution of the Work and
shall expedite same where necessary to maintain the Construction Schedule. Where
appropriate, Manager shall transmit to the Third Party Professionals, with a
copy to Owner, requests for information or interpretation from itself or as made
by any Subcontractor. Manager shall maintain a log of all requests for
information and interpretation (the "Request Log"), recording (a) the date each
request was made; (b) the date the request was transmitted to the Third Party
Professional and Owner; (c) the date of receipt of the response to the request;
and, if applicable, (d) the date the response to the request was transmitted to
the Subcontractor. Where requests for information or interpretation are
forwarded to the Third Party Professional, Manager shall promptly review the
Third Party Professional's response and shall immediately and prior to
transmitting it to a Subcontractor, advise Owner in writing if Manager disagrees
with the Third Party Professional's response thereto and seek Owner's direction.

7.9 Subcontractor Defaults. Manager shall recommend courses of action to the
Owner when requirements of a Subcontract are not being fulfilled and implement
any such course of action approved by Owner.

7.10 Costs. Manager shall assist Owner in the preparation and maintenance of the
cost accounting records by Owner on all Project costs and expenses.


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<PAGE>

7.11 Change Orders, etc. Manager shall develop and implement a system for review
and processing of change orders; recommend necessary or desirable changes to the
Owner and the Third Party Professionals; review requests for changes: submit
recommendations to the Owner and the Third Party Professionals; and assist in
negotiating change orders.

7.12 Subcontractor Payments. Manager shall be responsible for implementing a
procedure for review and processing of applications by Subcontractors for
progress and final payments.

7.13 Labor Relations. Manager shall develop and implement a coordinated plan for
labor relations to avoid labor disputes and to provide for the uninterrupted and
efficient construction of the Project in accordance with applicable schedules
and Owner's budgetary requirements. Manager shall comply, and shall require all
Subcontractors to comply, with Applicable Laws relating to the terms and
conditions of employment of any employee who is employed in connection with the
Project.

7.14 Protection of Persons and the Work. Manager shall at all times take, or
require to be taken, all necessary steps required to safeguard the property and
employees of the Owner and its adjacent landowners and tenants from injury or
loss in connection with the performance of the Work and the Services. Manager
shall take, or require to be taken, all necessary steps to protect Owner's
equipment, adjacent facilities, apparatus, and other property and all adjacent
Work and property, including, but not limited to, the use of shoring, boarding,
and other safeguards. Where the Work endangers the safety of pedestrians and
drivers, barricades for traffic shall be used. Manager shall keep Owner's
property and the Work reasonably free from dampness, dirt, dust, and other
damage and shall provide all reasonable security measures necessary to protect
the Project from the elements, vandalism, theft, and other risks of property
loss. All temporary protections shall be removed by Manager upon completion of
the Work.

7.15 Demolition, Removal of Materials and Burning. Except with prior written
approval of the Owner the use of explosives will not be permitted. The procedure
proposed for the accomplishment of any required demolition work shall be
submitted to the engineers and Owner for approval. The procedure shall provide
for safe conduct of the work, careful removal and disposition of materials,
protection of property which is to remain undisturbed and coordination with
other Work in progress. The procedures shall include a detailed description of
the methods and equipment to be used for each operation, and the sequence of
operations. All materials indicated to be removed shall be disposed of off the
Owner's property. The use of burning at the Project site to dispose of refuse
and debris is not permitted. Manager shall control the amount of dust resulting
from the operations to prevent the spread of dust from creating a nuisance in
the surrounding area. Manager shall be responsible for assuring that all
necessary demolition, tree removal and excavation permits have been obtained and
that all demolition, removal of materials and burning is done in strict
compliance with Applicable Laws.

7.16 Site Limitation. Manager shall obtain Owner's written authorization before
establishing or permitting Subcontractors to establish staging or "lay-down"
areas.

7.17 Review and Analysis of Claims. Manager shall review and study all claims
for additional compensation or requests for extensions of time submitted by the
Subcontractors. Manager shall


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<PAGE>

assemble and provide to Owner the pertinent documentation relating to any such
claims, consult with Owner regarding the claims, and take such action thereon as
Owner may direct.

                                    ARTICLE 8

                  INSPECTIONS AND CERTIFICATIONS OF COMPLETION

8.1 Inspection of Work. Manager shall, on a continuous basis as a part of its
day-to-day supervision of the Project, inspect the Work to ensure that the
quality, quantity and progress of the Work meet the requirements of this
Agreement. In making such inspections, Manager shall reject Work that is
defective or deficient, take steps to avoid unexcused delays in the performance
of the Work, and protect Owner from overpayment.

8.2 Standard of Construction and Identification of Defective Work. Manager shall
cause the Project to be constructed in substantial compliance with the
requirements of the Subcontracts and Applicable Laws. Owner will not accept Work
which fails to comply with such standards, unless the departure from such
standards is specifically identified to, and thereafter authorized in writing
by, the Owner. Unless so authorized by Owner, Manager shall require
Subcontractors to correct all Work that does not meet the requirements of the
Subcontract and Applicable Laws.

8.3 Punch Lists and Correction of Defective Work. Manager shall, with the
assistance of Owner and the engineers and other Third Party Professionals,
prepare and enforce punch lists and other itemizations of defective, deficient,
or incomplete Work. Manager shall report to Owner in its Monthly Reports its
progress in having corrected and completed such defective, deficient, or
incomplete Work.

8.4 Manager's Observation of Testing and Start-Up. Manager shall schedule (and
notify Owner of such schedule), coordinate, and observe the testing and start-up
of all utilities, systems, fixtures, and other equipment and shall report the
results of same to Owner in writing.

                                   ARTICLE 9

                     OPERATIONS, SALES AND MARKETING PHASE.

9.1 General. The responsibilities of the Manager and Owner with respect to the
operations of the Golf Course and Related Facilities during the Operations,
Sales and Marketing Phase shall be set forth in the Golf Operating Agreement.
The Operations, Sales and Marketing Phase for the Residential Development will
overlap with the Construction Phase in that lots and/or multifamily parcels will
be offered for sale prior to the completion of the construction of the
Residential Development.

9.2 Residential. Manager shall assist in the preparation of covenants,
conditions and restrictions for the use and maintenance of the Residential
Development, including design guidelines for all residential structures and
other improvements constructed thereon; preparing homeowner association
articles, bylaws and other constituent documentation; establishing homeowners'
Board of Trustees, Architectural Review Committees and implementing design

                                       13
<PAGE>

approval procedures; and preparing financial statements and budgets for
homeowners' association operations.

9.3 Sales Programs. Manager shall be responsible for developing for Owner's
approval sales and marketing programs, pricing, advertising programs and other
aspects of the marketing strategies; providing an on-site sales team with
adequate sales personnel to implement marketing strategies; coordinating with
club operations personnel to effectively cross-market club and real-estate
operations; coordinating with local realtor groups, Chambers of Commerce,
professional associations, etc., in order to insure maximum exposure of product
in the local marketplace; coordinating with local financial institutions and
other housing lenders in order to assist lot purchasers in arranging
acquisition/construction financing.

9.4 Reports. Manager shall maintain detailed reports on sales activity, prospect
follow-up, competitor activity and other relevant sales and marketing
information.

9.5 Lot Sales to Builders. Manager shall be responsible for providing
information to and coordinating with local architects and builders for the
construction of speculative housing units upon the Residential Development lots.

                                   ARTICLE 10

                              PROJECT DOCUMENTATION

10.1 Basic Project Documentation. Manager shall maintain the following documents
on behalf of and for the use of Owner: (a) a complete set of current
Subcontracts, including a current set of drawings, specifications, Change Orders
and modifications reflecting product and materials selections and as-built
conditions on the Project; (b) all shop drawings, samples, and product data; (c)
a clean set of the principal building layout lines, elevations of the bottom of
footings, floor levels, and key site elevations certified by a qualified
surveyor or engineer; (d) all required insurance certificates from
Subcontractors; and (e) all other documents required by this Agreement.

10.2  Daily Log. Manager shall maintain a log of daily reports ("Daily Log")
which shall identify daily weather conditions and any other material events,
circumstances, or occurrences impacting the progress or cost of the Project.

10.3 Monthly Reports. Each month Manager shall prepare and submit to Owner a
written report detailing the progress of the Project (the "Monthly Report"). The
Monthly Report shall contain Manager's estimate of percentage of completion of
the Project and each element thereof, identify any and all delays to the Project
and the cause and extent thereof and describe the remedial measures being taken
to overcome such delays, identify any defective or deficient Work installed
during the preceding month and describe the remedial measures being taken to
correct the defective or deficient Work, identify any outstanding requests for
information or clarification, requests for interpretation, change order
requests, questions, or other matters requiring the response of Owner, Manager,
Third Party Professionals, or a Subcontractor and shall include any


                                       14

<PAGE>

and all other information required to fully inform Owner of the status of the
Project and the performance of Manager, Third Party Professionals, and
Subcontractors. The Monthly Report shall include the Construction Schedule
updates, updated cash flow forecasts, and updated comparisons of actual and
estimated construction costs.

10.4 Review and Assignment of Warranties. Manager shall obtain and shall
transmit to Owner all special product, system, equipment or material warranties
required by this Agreement and the Subcontracts. Manager shall review all such
warranties to confirm that the warranties are in compliance with the
requirements of this Agreement and Subcontracts.

10.5 Operations and Maintenance Documentation. Manager shall obtain and transmit
to Owner all documentation required by this Agreement regarding the operation
and recommended maintenance programs relating to the various elements of the
Project.

10.6 Review and Approval of As-Built Drawings. Manager shall cause
Subcontractors to provide as-built drawings and shall confirm to Owner that such
drawings are adequate and complete and in compliance with the requirements of
this Agreement.

10.7 Availability of Project-Related Records to Owner. All records relating
directly or indirectly to the Project which are in the possession or control of
Manager shall be made available to Owner, its designee, and any governmental
authority for audit, inspection, and copying upon request of Owner. Such records
include, without limitation: all drawings, specifications, subcontractor bids,
the Daily Log, correspondence, the Request Log, minutes, memoranda, tape or
videotape recordings, or other writings or things which document the Project,
its design, and its construction.

10.8 Maintenance of Project-Related Records. Manager shall maintain and protect
all Project-related records, other than those required to be returned to Owner,
for no less than seven (7) years after Final Completion of the Project and for
any longer period of time as may be required by law or good construction
management practice.

10.9 Project Videotapes and Photographs. If at any time requested by Owner,
Manager shall, at Owner's expense, record periodic narrated videotapes or take
photographs depicting progress of the Work. Any specific safety or environmental
incidents are to be videotaped at the time of the incident without waiting for
Owner authorization. All videotapes and photographs shall be submitted to Owner
on a weekly basis.

                                   ARTICLE 11

                OWNER'S DUTIES, OBLIGATIONS, AND RESPONSIBILITIES

11.1 Provide Project Information. Owner shall provide Manager with adequate
information regarding Owner's requirements for the Project.

11.2 Review Of Documents. Owner shall review any documents submitted by Manager
requiring Owner's decision and shall render any required decisions pertaining
thereto. Owner


                                       15
<PAGE>

reserves the right to approve in advance, any decisions with respect to the
Project or any portion thereof.

11.3 Subcontracts. Owner shall enter into all Subcontracts and agreements with
Third Party Professionals, vendors and other Project providers of Work and Owner
shall be responsible for all payment and other obligations with respect thereto.

11.4 Access To the Site and The Work. Owner shall provide Manager access to the
site and to the Work as necessary for Manager to perform the requirements of
this Agreement.

11.5 Accounting. Owner shall provide cost accounting services for the Project
and shall pay, in a timely manner, the costs of the Work pursuant to the terms
hereof.

                                   ARTICLE 12

                   COMPENSATION AND REIMBURSEMENT FOR EXPENSES

12.1 Fees. As compensation for its services hereunder, the Manager shall receive
the following fees from Owner (collectively with the Incentive Fee (as
hereinafter defined), the "Fees"):

      12.1.1 For the Design and Master Plan Phase Services for the Golf Course
and Related Facilities, a fixed fee of $5,000 per month (the "Golf Design Fee"),
with the first payment due thirty (30) days after the Effective Date and the
last payment due thirty (30) days after the commencement of the Construction
Phase of the Golf Course and Related Facilities. The aggregate sum of the
monthly payments of the Golf Design Fee shall not exceed $150,000;

      12.1.2 For the Design and Master Plan Phase Services for the Residential
Development, a fixed fee of $10,000 per month (the "Residential Design Fee"),
with the first payment due thirty (30) days after the Effective Date and the
last payment due thirty (30) days after the commencement of the Construction
Phase of the Residential Development. The aggregate sum of the monthly payments
of the Residential Design Fee shall not exceed $300,000;

      12.1.3 A grading plan fee of $100,000 (the "Grading Plan Fee") shall be
payable within 15 days after the completion of the rough grading plans for the
Golf Course;

      12.1.4 In the event Manager designs or co-designs the Golf Course as a
signature Landmark course, a one time, lump sum signature licensing fee not to
exceed $250,000 shall be payable to Manager pursuant to a separate licensing
agreement between Manager and Owner containing such reasonable and customary
terms and conditions as the parties may approve;

      12.1.5 Commencing at the beginning of the Construction Phase for each of
the Golf Course and Related Facilities Component and the Residential Development
Component and terminating upon Final Completion of such Project Component, a
monthly fee paid in arrears


                                       16

<PAGE>

equal to 4.5% of all Construction Costs (as hereinafter defined) for each
Component of the Project for the previous month (the "Construction Fee");

            (i) As used herein, the term Construction Costs shall include the
following (but only to the extent included in a the Project Budget):

                  (1) Cost of all materials, fixtures and equipment incorporated
in the Project, including costs of transportation thereof;

                  (2) Payments made to third party contractors (excluding the
Construction Fee) for Work performed on the Project;

                  (3) Costs, including transportation and maintenance, of all
materials, supplies and equipment used in the performance of the Work;

                  (4) Cost of demolition and the removal of all debris from the
Project site;

                  (5) Cost of all supplies, furniture, and other personal
property incorporated in the Project, including costs of transportation thereof;

                  (6) Costs incurred due to an emergency affecting the safety of
persons or property;

                  (7) Payment and performance bond premiums for contractors and
cost of premiums for other insurance (including the allocable portion of any
blanket policies) that are required in connection with the Project;

                  (8) Sales, use or other similar taxes or licenses required by
law or imposed by any governmental authority;

                  (9) Permit fees,

                  (10) Costs of Third Party Professionals and other consultants
employed in connection with the performance of the Work; and

                  (11) Other line items shown in the Feasibility Study.

      12.1.6 Commencing at the beginning of the Operations, Sales and Marketing
Phase and terminating at such time as all lots, multi-family parcels and/or
units in the Residential Development are sold, an annual fee equal to $75,000
per year (the "Residential Marketing Fee") payable monthly, in arrears; and

      12.1.7 Commencing at the beginning of the Operations, Sales and Marketing
Phase of the Golf Course and Related Facilities and terminating on the
expiration or earlier termination


                                       17
<PAGE>

of the Golf Operation Agreement, the fees set forth in the Golf Operating
Agreement (the "Golf Operating Fee").

12.2 Incentive fee.

      (a) As further compensation for its services hereunder, the Manager shall
be paid a Fee (the "Incentive Fee"), at the times and pursuant to the procedures
set forth below, equal to ten percent (10%) of net income from the Project (or
other sale or use of the Property), before income taxes related thereto and this
Incentive Fee, as determined in accordance with generally accepted accounting
principles consistently applied, with the following stipulations:

            (1) The cost basis in the Property as of the Effective Date is
$2,190,906.84.

            (2) The annual allocation of corporate overhead and general and
administrative expenses of the Owner to the Project will not exceed $100,000.

            (3) Proceeds from membership sales shall be considered revenue in
the year the memberships are sold.

      (b) The Incentive Fee shall be paid to the Manager quarterly in arrears,
during the Term. At the end of each calendar year, the Incentive Fee for such
calendar year as a whole shall be recomputed and any excess Incentive Fee paid
to Manager during such calendar year shall be repaid to Owner or any deficit in
the Incentive Fee paid to Manager during such calendar year shall be paid by
Owner to Manager. All calendar year end adjustments to the Incentive Fee shall
be made by Owner and Manager within sixty (60) days after the end of each
calendar year.

12.3 Costs, expenses and disbursements.

            (a) In addition to the Fees, Manager shall be reimbursed for (or,
upon Manager's request, the Owner shall pay directly), but only to the extent
approved in advance by Owner and included in the Project Budget, all costs and
expenses incurred or paid by the Manager in connection with the performance of
its duties hereunder, for (i) travel to and from the Project, together with
appurtenant meals and accommodations, and (ii) wages and benefits paid by
Manager to employees of Manager (or Manager Affiliate(s), as hereinafter
defined) located at the Project who perform Project functions. In addition,
Manager shall be reimbursed by Owner for all costs and expenses incurred or paid
by the Manager in connection with the leasing of office space at or in the
vicinity of the Project unless Owner provides such office space to Manager at no
charge. All reimbursements shall be made in accordance with the direct personnel
rates projected in the Feasibility Study and shown in the Project Budget.

            (b) All payments to be made by the Owner for reimbursement by the
Manager pursuant to the provisions hereof shall be made within thirty (30) days
of the Owner's receipt of appropriate written evidence thereof. All direct
payments by the Owner pursuant to the provisions hereof shall be made promptly
as requested by Manager, but also subject to prior receipt of appropriate
written evidence thereof.


                                       18

<PAGE>

                                   ARTICLE 13

                 OWNERSHIP OF PLANS/DRAWINGS AND OTHER DOCUMENTS

      All plans and specifications, drawings, designs, reports and other
documents, as well as information and items provided by Owner to Manager to
facilitate Manager's performance hereunder, shall remain the exclusive property
of Owner, and all such documents, information, and items, including all copies
thereof, shall be returned to Owner upon Final Completion and as a condition
precedent to payment of Fees due; provided that Manager may retain one copy of
same for record purposes only.

                                   ARTICLE 14

                                    INDEMNITY

14.1 General Indemnity. Owner (the "Indemnifying Party") shall indemnify and
hold Manager, its directors, employees and agents (the "Indemnified Party")
harmless from and against all liability, claims, loss, damages, costs and
expense, including attorneys' fees and expenses, and fees and expenses of
experts, arising out of or resulting from this Agreement and/or the performance
by the Indemnified Party of its obligations and responsibilities hereunder,
except that Indemnifying Party shall have no obligation to indemnify the
Indemnified Party from and against any liability, claims, loss, damages, costs
or expenses arising out of the gross negligence or willful misconduct of the
Indemnified Party. In the event the Indemnified Party is alleged to be liable to
any person or entity on account of this Agreement or of alleged acts or
omissions, or both, of the Indemnifying Party or its employees, agents, and
consultants, the Indemnifying Party shall defend the Indemnified Party against
such allegations through counsel acceptable to the Indemnified Party, and the
Indemnifying Party shall bear all costs, fees and expenses of such defense,
including but not limited to, all attorneys' fees and expenses, court costs, and
expert witness fees and expenses, and any resulting settlement, judgment, or
award. This duty to indemnify and defend the Indemnified Party shall extend to,
but not be limited to, claims for bodily injury (including death), for damage to
or loss of property, and for environmental damage and liabilities, incurred or
sustained by the Indemnified Party or any third person. Should the Indemnifying
Party fail to perform its duties to defend and indemnify the Indemnified Party
as required herein, The Indemnified Party may defend or settle such claims as it
deems prudent, in the exercise of reasonable judgment, and the Indemnifying
Party agrees to be bound by any such defense, settlement, judgment, or award
that may result from such action by the Indemnified Party.

14.2 Enforcement of this Agreement. In the event any party to this Agreement
retains outside legal counsel to secure performance by the other party of any of
its obligations under this Agreement, or if any Indemnified Party retains or
utilizes such counsel to represent its interest with respect to any matter for
which the Indemnifying Party has an indemnity obligation to the Indemnified
Party under any provision of this Agreement or otherwise, the prevailing party
shall be entitled to reimbursement for the cost of such counsel and any and all
other cost and expense


                                       19
<PAGE>

incurred in preparing, negotiating, or prosecuting any claim against the
prevailing party, including, but not limited to, any and all expert witness fees
and expenses.

                                   ARTICLE 15

                                    INSURANCE

      The Manager shall have and maintain insurance in such amounts and
including such coverages as shall be prudent and reasonable under the
circumstances, unless specific coverages and amounts are otherwise agreed to by
the parties. Owner shall carry property and liability insurance in such amounts
and including such coverages as shall be prudent and reasonable under the
circumstances, however, any such liability coverage shall have limits of not
less than $5,000,000 combined single limit and shall name Manager and its
officers, directors and employees as additional insureds thereunder.

                                   ARTICLE 16

                                   SUSPENSION

16.1 Suspension of Work. Owner may for any reason whatsoever suspend, in whole
or in part, performance of the Work and Manager's performance under this
Agreement. Owner shall give written notice of such suspension to Manager
specifying when such suspension is to become effective and the scope of the Work
and the Services affected by such suspension.

16.2 Ceasing Performance upon Suspension. From and upon the effective date of
any suspension ordered by Owner, Manager shall not incur, nor permit any
Subcontractor to incur, any further expense or obligations in connection with
the suspended portion of the Work or the Services. From and upon the effective
date of any suspension ordered by Owner, Manager shall cease performing Services
under this Agreement, and shall cause all Subcontractors to cease performing
Work, related to the suspended portion of the Work or the Services, and shall
utilize its best efforts to mitigate its costs resulting from the suspension.

16.3 Resumption of Work after Suspension. If Owner lifts the suspension it shall
do so in writing signed by Owner and Manager shall promptly resume performance
of the Services and cause the Subcontractors to resume performance of the Work.

                                   ARTICLE 17

                              TERM AND TERMINATION

17.1 Term. The Term of this Agreement shall commence as of the Effective Date
and shall terminate on the earlier of:

            (i)   the fifteenth anniversary of the Effective Date;

            (ii)  Owner's termination under Section 17.2 below; or

            (iii) Either party's termination upon the default of the other party
                  under Section 17.3 below.


                                       20

<PAGE>

Upon the termination of this Agreement for any reason Owner shall pay to Manager
all unreimbursed costs and expenses incurred prior to termination for which
reimbursement is due under the terms of this Agreement and the accrued but
unpaid portion of Fees earned by Manager to the date of termination as
determined under the terms of Article 12 above. Any Fees for partial calendar
periods shall be equitable prorated.

17.2 Owner's Termination. Owner may for any reason whatsoever terminate this
Agreement at any time prior to Substantial Completion. Owner shall give written
notice of such termination to Manager specifying when termination becomes
effective. Any suspension of activity on the Project by Owner for a period in
excess of twelve consecutive calendar months shall be deemed to be a termination
by Owner. For any termination under this Section 17.2, Owner shall also pay
Manager upon, and as a condition of, such termination the following amounts:

      (a)   If the termination occurs on or prior to May 8, 2002, a sum equal to
            $1,000;

      (b)   If the termination occurs after May 8, 2002 but prior to the
            completion of the Design and Master Plan Phase of the Golf Course
            and Related Facilities, a sum equal to $500,000;

      (c)   If termination occurs after the completion of the Design and Master
            Plan Phase of the Golf Course and Related Facilities and prior to
            the time that the Golf Course and Related Facilities are open for
            use by third parties (including the public), a sum equal to $1
            Million; and

      (d)   If termination occurs after the Golf Course and Related Facilities
            are open for use by third parties (including the public) a sum equal
            to fifty (50%) percent of the entire amount of the unearned Fees
            that would have been earned by Manager through the remaining balance
            of the original 15-year Term had the Agreement not been so
            terminated.

17.3 Termination for Cause. If Manager refuses or fails to perform its Services
and duties under this Agreement in a timely manner, supply enough properly
skilled supervisory personnel, labor or proper equipment or materials, or comply
with Applicable Laws, or if Manager is otherwise guilty of a material breach of
this Agreement, then Owner may, by written notice to Manager, and without
prejudice to any other right or remedy, terminate the employment of Manager, in
whole or in part, and take possession of the Project site, this Agreements,
Subcontracts, Project Documentation in the possession of Manager, and all
equipment and materials at the site; provided, however, that no such failure or
breach shall be deemed to constitute cause for termination of this Agreement
unless such failure or breach continues for a period of thirty (30) days after
Manager's receipt of written notice from Owner of such failure or breach or, if
such failure or breach is not capable of being cured within said thirty (30) day
period, Manager shall have failed diligently and in good faith to commence to
cure the same within said thirty (30) day period and to give Owner reasonable
assurances of future performance.

17.4 Erroneous Termination for Cause. In the event the employment of Manager is
terminated by Owner for cause and it is subsequently determined by a court or
other tribunal of competent


                                       21

<PAGE>

jurisdiction that such termination was without cause, such termination shall
thereupon be deemed a Termination under paragraph 17.2 and the provisions of
paragraph 17.2 regarding compensation shall apply.

17.5 Completion by Owner and Survival of Obligations. Following any termination,
Owner may complete the terminated portion of the Services by whatever means
Owner deems most expedient. Manager's obligations and all provisions of this
Agreement shall continue in full force and effect as to all Services performed
prior to the effective date of the termination and as to that portion of the
Services not affected by the termination.

17.6 Consequential Damages. In no event shall either party be entitled to
recover from the other party lost profits or other consequential damages.

                                   ARTICLE 18

                            MISCELLANEOUS PROVISIONS

18.1 Notices. No notice is effective until the writing containing the notice is
placed in the hand of the Owner or the Manager's Project Manager or is
postmarked by certified U.S. Mail, or sent by nationally recognized overnight
courier service to the following addressees:

                  To Owner:        Gyrodyne Company of America, Inc.
                                   102 Flowerfield
                                   St. James, Long Island, New York 11780
                                   Attn: Pete Pitsiokos

                  To Manager:      DPMG, Inc., dba Landmark National
                                   2817 Crain Highway
                                   Upper Marlboro, Maryland 20773
                                   Attn: Chris Cole

All notices shall be effective upon receipt.

18.2 Successors and Assigns. Manager shall not assign its rights hereunder,
excepting its right to payment, nor shall it delegate any of its duties
hereunder without Owner's written consent, except that Manager shall have the
right to assign all, or a portion, of its rights under this Agreement to an
entity controlled by, or under common control of Manager; Owner shall have the
right to assign its rights under this Agreement, but any such assignment shall
not relieve Owner of its obligations hereunder. Subject to the provisions of the
immediately preceding sentence, Owner and Manager, respectively, bind
themselves, their successors, assigns and legal representatives to the other
party to this Agreement and to the successors, assigns and legal representatives
of such other party with respect to all terms and conditions of this Agreement.


                                       22
<PAGE>

18.3 No Third Party Beneficiaries. Nothing contained in this Agreement shall
create a contractual relationship with, or any rights in favor of, any third
party, including any Subcontractor.

18.4 Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction or other
competent tribunal or rendered invalid by any legislative or regulatory
enactment, the remaining provisions of this Agreement shall remain in full force
and effect, and such holding or enactment shall not invalidate or render
unenforceable any other provision hereof.

18.5 Headings. The headings used in this Agreement are merely for convenience
and shall have no other force, effect or purpose.

18.6 Exhibits. All exhibits annexed hereto are incorporated by reference and
made a part of this Agreement.

18.7 "Including". The terms "including", "includes", and their derivatives are
not intended as terms of limitation, and shall be deemed in each instance to be
followed by the phrase "without limitation."

18.8 Governing Law, etc. This Agreement shall be construed, interpreted, and
enforced in accordance with the laws of the State of New York and the parties
consent to the personal jurisdiction of the New York State and federal courts
located in the County of Suffolk, State of New York. The parties agree that all
disputes arising in connection with this Agreement will first be promptly
submitted for mediation in accordance with the rules of the American Arbitration
Association.

18.9 Entire Agreement/Amendments In Writing. This Agreement represents the
entire agreement between Owner and Manager and supersedes all prior
communications, negotiations, representations, or agreements, either written or
oral.

18.10 Waiver. No waiver by Owner of any one or more defaults by Manager in the
performance of the provisions of this Agreement shall be construed as a waiver
of any other defaults, whether of a like kind or different nature.


                                       23
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates
indicated below.

OWNER                                     MANAGER

Gyrodyne Company of America, Inc.         DPMG, Inc., dba Landmark National


By: /s/ Stephen V. Maroney                By: /s/ Gerald G. Barton
   ------------------------------            ----------------------------------
   (Signature)                               (Signature)


Stephen V. Maroney                        Gerald G. Barton
President                                 President

102 Flowerfield                           2817 Crain Highway
St. James, Long Island, New York 11780    Upper Marlboro, Maryland 20774

April 9, 2002                             April 9, 2002


                                       24