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CUSTODIAL SERVICE AGREEMENT AND FEE SCHEDULE
      1.
    
    The duties of the Custodian shall be enumerated on Exhibit A attached to this
Agreement and incorporated herein.2.
    
    The fee schedule attached to this Agreement as Exhibit B and incorporated herein
shall apply for a period of one year from the date that Custodian assumes
responsibility. Thereafter, the parties hereto may adjust the fee schedule from time to
time as agreed. Custodian will bill Company at the end of each quarter for fees
incurred during such prior quarter.3.
    
    The parties agree that Company or any party designated by Company may conduct
periodic audits or reviews of the files maintained by the Custodian hereunder, and
Custodian will make its facilities and personnel available during normal business
hours as reasonably requested by Company in order to facilitate any such audit or
review. The parties agree that no addition charges will be assessed in connection
with any audit or review.4.
    
    Company agrees that it shall indemnify, release, hold harmless and defend Custodian
and its directors, officers, employees, and agents from and against any liability,
claims, demands, obligations, or contentions asserted by any person or entity,
including without limitation all attorneys fees, whether or not suit is instituted, and




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other costs and expenses connected therewith, arising out of or in any way connected with this
Agreement provided, Custodian shall not be relieved from liability resulting from its willful
malfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties
under this Agreement.5.
    
    In the event of conflicting claims, demands, obligations or contentions asserted by
anyone, including, without limitations, by Company, with respect to any document
held hereunder, Company acknowledges and agrees that the Custodian shall have no
duty to adjudicate such claims. Company agrees that in the event of such conflicting
claims, demands obligations or contentions, the Custodian shall be entitled to initiate
an action in the nature of an interpleader in any court of competent jurisdiction and
that the Custodian shall be entitled to make claim for and to receive from the value of
the documents deposited hereunder all funds due to the Custodian from Company
pursuant to the indemnity granted and all of the Custodians costs and expenses,
including, without limitations, attorneys fees, arising out of or in any way incident or
related to such action in the nature of an interpleader, which claims by the Custodian
shall have first priority status among the claims asserted against the documents.6.
    
    This Agreement may be amended at any time by written agreement of the parties.7.
    
    Any party may terminate this Agreement by providing ten (10) days advance written
notice to the other party.8.
    
    This agreement shall be interpreted under the laws of the Commonwealth of Virginia.9.
    
    All notices and communications hereunder shall be in writing and shall be deemed to
have been given when delivered in person, by electronic transmission (promptly
followed by hard copy) or by first class mail.




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EXHIBIT A
 CUSTODIAN DUTIES
 
    
    Receive delivery and hold certain secured promissory notes delivered
by the Company.
    
    Receive promissory notes and deliver to vault for safekeeping. The
vault adds the documents and agreements to the records by assigning security numbers.
    
    Take appropriate action to comply with Company requests or deny requests
with reasonable explanation.
    
    Withdraw and deliver promissory notes as requested by the Company within
three business days.




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EXHIBIT B
 CUSTODIAL FEE SCHEDULE
   GLADSTONE COMMERCIAL
 Annual Fees:
 
 Miscellaneous
 1.
    
    Annual Base Fee is applicable for each annual period or portion thereof.2.
    
    The (first) Annual Base Fee is due upon acceptance of account.3.
    
    Document File fees will be billed quarterly, in arrears per Section 2 of the Custodial
Service Agreement.4.
    
    Courier and other delivery charges will be billed to the Company. Routine mail
charges are not billed.5.
    
    Where extraordinary services are required or requested an additional charge may
result based on the time expended, expenses incurred and the responsibility involved.
 Accepted By:
    
    /s/ Harry Brill
    
    
    
    Date: 5/1/2006




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EXHIBIT C
 INSTRUCTIONS TO RELEASE DOCUMENTS OR SECURITIES
  and BRANCH BANKING AND TRUST COMPANY OF VIRGINIA
       st
 GLADSTONE COMMERCIAL CORPORATION/s/ Harry BrillBy:
    
    Harry BrillTitle:
    
    Chief Financial Officer