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Exhibit 10.3 LISTING AGREEMENT OF PROPERTY FOR LEASE AND/OR SALE
COLLIERS PINKARD
Charlotte, North Carolina This Listing Agreement of Property for Lease and/or
Sale is made this 2 day of
February    , 2004 by and between W. C. PINKARD & CO., INC. dba COLLIERS PINKARD
(Listing Agency)and YAGER/KUESTER PUBLIC FUND LIMITED
PARTNERSHIP                 ,
(Seller/Landlord). In consideration of Listing Agencys
agreement to list the property
described in section 3 hereof and in the attached Exhibit A (the Property)
for Lease and/or Sale and to use its efforts to find a Buyer/Tenant, the
undersigned Seller/Landlord agrees with Listing Agency as follows: 1. EXCLUSIVE RIGHT TO LEASE OR SELL.For a
period extending until midnight on
October 31 , 2004 (Expiration Date), Listing Agency shall have the
exclusive right to Lease and/or Sell the Property as agent of Seller/Landlord
at the price and on the terms set forth below, or upon such other terms as may
be agreed upon in writing by Seller/Landlord with any Buyer/Tenant. On the
Expiration Date, this Agreement shall terminate, without notice, provided that
Seller/Landlords indemnities, representations and warranties, and other
obligations contained herein that by their terms are intended to survive the
termination of this Agreement shall so survive the termination of this
Agreement. 2. BROKER COOPERATION/AGENCY RELATIONSHIPS.
Listing Agency has advised
Seller/Landlord of Listing Agencys general company policy regarding
cooperating with Subagents, Buyer/Tenants Agent or Dual Agents.
Seller/Landlord has read the Working With Real Estate Agentspublication
contained herein, and agrees to authorize the Listing Agency to compensate
(subject to the schedule of commissions attached as Exhibit B (Schedule of
Commissions)) and cooperate with the following:  
    
    Buyer/Tenant Agents representing only the Buyer/Tenant
    
    Seller/Landlord authorizes Listing Agency to act as a Dual
Agent representing both the Seller/Landlord and the Buyer/Tenant in
the same transaction, as set forth in the attached Dual Agency
Addendum. Listing Agency agrees to inquire of all agents at
the time of initial contact
as to their agency status. Listing Agency will provide a written disclosure of
agency to Seller/Landlord in connection with the presentation of any contract
pursuant to this Listing Agreement. 3. PROPERTY:  (Address): 6623-6625 Executive Circle Drive, Charlotte, NC 28212(Legal Description/Description):Meck. Co. tax i.d. # 103-261-10 Page 1




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4. LISTING GUIDELINES:  Sale Price: to be determinedLease Price: $13.59 per SF (gross of full service)Other Terms: n/a 5. MARKETING:Listing Agency agrees to
promote the lease and /or sale of the
property and circulate information concerning the property and its availability
to other real estate brokers dealing in commercial, industrial, or investment
property, public and private industrial development agencies, railroad,
utility, and other organizations in such form as, in the judgment of Listing
Agency, will enhance the prospective lease and/or sale of the said real
property. Listing Agency is hereby authorized to place one or more of Listing
Agencys customary signs on the property. Seller/Landlord agrees, as and when
billed, to reimburse Listing Agency (regardless of whether any commission is
earned or payable hereunder) for all of Listing Agencys out-of-pocket expenses
in connection with the promotion of the property, including but not limited to
signage, printing, photographs, mailings, and communications, plus a charge of
10% of such expenses for administrative costs of Listing Agency in connection
therewith. Listing Agency will obtain Seller/Landlords consent prior to
incurring any marketing expense. 6. COOPERATION WITH LISTING AGENCY: a. Exclusive Rights:Seller/Landlord agrees to cooperate with
Listing
Agency to facilitate the leasing and/or sale of the Property. The Property
may be shown only by appointment made by or through Listing Agency.
Seller/Landlord shall refer to Listing Agency all inquiries or offers it may
receive regarding this Property. Seller/Landlord agrees to cooperate with
Listing Agency in bringing about a sublease, lease or sale of the Property, to
furnish Listing Agency with a copy of any lease or master lease affecting the
Property and to immediately refer to Listing Agency all inquiries by anyone
interested in the Property. All negotiations shall be conducted through
Listing Agency. Listing Agency shall be identified as the contact firm with
all state and local economic development agencies being notified of the
Propertys availability. b. Services:No management services, repair services,
collection services,
notices, legal services or tax services shall be implied as being provided by
the Listing Agency by this agreement. In the event that the Listing Agency
does procure any of these services at the request of the Seller/Landlord, it is
understood and agreed that Listing Agency shall only be acting in the capacity
of procurer for the Seller/Landlord and shall accrue no liability or
responsibility in connection with any services so obtained on behalf of
Seller/Landlord. This exclusion of liability and responsibility shall not
apply in the event that Listing Agency directly contracts with Seller/Landlord
to provide any such service. c. Later to lease or sale to prospect:If within
180 days after the
expiration of the exclusive listing period Seller/Landlord shall directly or
indirectly lease or sell or agree to lease or sell the Property to a party or
parties to whom Listing Agency (or any other agent acting for or through
Listing Agency) has communicated concerning the Property during this exclusive
period, Seller/Landlord shall pay Listing Agency the same commission to which
it would have been entitled had the lease(s) or sale(s) been made during the
exclusive listing period; provided, that the name(s) of the respective
prospect(s) was delivered or postmarked to the Seller/Landlord by the Listing
Agency within 15 days after the expiration of the exclusive listing period
(Registered Prospect(s)). In the event the subject Property is exclusively
listed for lease or sale with another Page 2




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agency after the expiration of this
agreement and a Registered Prospect options or contracts to purchase the
Property within 180 days of the expiration of this agreement, then the
Seller/Landlord shall pay to the Listing
Agency a full commission provided for in the attached Schedule of
Commissions. It is not Listing Agencys intention to hereby obligate
Seller/Landlord to pay two commissions; Seller/Landlord should insure that any
prospect registered pursuant to this subparagraph are excluded from any
subsequent listing agreement. 7. COMMISSIONS:The amount, format or rate
of real estate
omissions is not fixed by law.
Commissions are set by each broker individually and may be negotiable between
principal and broker. a. Sales Commissions: (i) Listing Agencys commission shall be calculated according
to the
Schedule of Commissions. (ii) Commissions shall be paid in cash or by bank check. Gross sales
price shall include any and all consideration received or receivable, in
whatever form, including but not limited to the assumption or release of
existing liabilities. The commission shall be paid upon delivery of the deed
or other evidence of transfer of title or interest; provided, however, if the
transaction involves an installment contract, then payment shall be made upon
the signing of such installment contract. In the event of any breach by
Seller/Landlord, his successors or assigns, of any contract of purchase and
sale, it is understood and agreed that the commission shall remain earned and
payable upon notice given by Seller/Landlord to purchaser of his intent not to
proceed with such sale, notwithstanding the basis of such intent not to
proceed. In the event Seller/Landlord contributes or conveys the Property or
any interest therein to a joint venture, partnership or other business entity
or executes an exchange, the commission shall be calculated on the fair market
value of the Property or interest therein contributed, conveyed, transferred or
exchanged and shall be payable at the time of the contribution, conveyance,
transfer or exchange. If Seller/Landlord is a partnership, corporation or
other business entity, and an interest in the partnership, corporation or other
business entity is transferred, whether by merger, outright purchase, or
otherwise, in lieu of a sale of the Property, and applicable law does not
prohibit the payment of a commission in connection with such sale or transfer,
the commission shall be calculated on the fair market value of the Property,
rather than the gross sales price, multiplied by the percentage of interest so
transferred, and shall be paid at the time of the transfer.  b.
    
    Lease or Sublease Commissions:Commission shall be earned on
execution of a lease by Landlord and a Tenant in accordance with the
rates as shown in the Schedule of Commissions. c. General Commissions Provisions: (i) Listing Agency shall not be required to compensate or pay any
commission to, either directly or indirectly, a Buyer/Tenant (or principal,
officer, director, partner, member or substantial shareholder thereof) who
seeks to be compensated or paid a commission in connection with any transaction
with Seller/Landlord pursuant to this agreement. (ii) If Listing Agency shall have worked directly with a
Buyer/Tenant in
connection with the Property, either as a client or a customer, and such
relationship is evidenced in writing (either by an Agency Disclosure  NCAR
Form #510 or substantially similar registration document), then Listing Agency
shall not be permitted to compensate or pay any commission to another real
estate agent (not associated with Listing Agency) in connection with any
transaction pursuant to this agreement, which transaction involves said
Buyer/Tenant so registered; provided however, Listing Agency shall be permitted
to compensate a cooperating agency who is the procuring cause of such
transaction. (iii) In the event Seller/Landlord fails to make payments within the
time
limits set forth herein, then the delinquent amount shall bear interest from
the date due until paid at the lower of the rate of eighteen percent (18%) per
annum or the highest lawfully permitted rate in the state of North Carolina.
If Listing Agency is Page 3




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required to institute legal action (including
mediation or
arbitration) against Seller/Landlord relating to this or any agreement of which
it is a part, Listing Agency shall be entitled to reasonable attorneys fees
and costs. (iv) The term Seller/Landlord as used herein shall be
deemed to include,
but not be limited to, the owner of the Property or a party under contract to
acquire the Property. The term Buyer/Tenant as used herein shall be deemed
to include, but not be limited to, assignee of a Buyer/Tenant. 8. REPRESENTATIONS:Seller/Landlord
represents and warrants to Listing Agency
that it has the right to offer the Property for lease or for sale and further
represents and warrants that it has the right and authority to execute and
deliver such instruments as may be necessary to effectuate any transaction
contemplated hereby. 9. ENVIRONMENTAL MATTERS:Seller/Landlord,
directly or through whom a claim may
be made by any other party or parties against the Listing Agency shall
indemnify, defend and hold harmless the Listing Agency, its agents and
employees from any loss, liability, damage, cost or expense, including without
limitation, reasonable legal, accounting, consulting, engineering, court costs
and other expenses related to the presence of storage tanks or the presence or
release of hazardous substances, which are defined as those substances,
materials, and wastes, including but not limited to, those substances,
materials and wastes listed in the United States Department of Transportation
Hazardous Materials Table (490 CFR 172. 101) or by the Environmental Protection
Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or
such substances, materials and wastes which are or become regulated under any
applicable local, state or federal law, including, without limitation, any
material, waste or substance which is (i) petroleum, (ii) asbestos, (iii)
polychlorinated biphenyl, (iv) designated as a hazardous substance pursuant
to Section 311 of the Clean Water Act. 33 U.S.C. Sec. 125 1, ET sego. (33
U.S.C. Sec. 132 1) or listed pursuant to Section 307 of the Clean Water Act (33
U.S.C. Sec. 1317), (v) defined as a hazardous waste pursuant to Section 1004
of the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901, et sego.,
(42 U.S.C. Sec. 6903) or (vi) defined as a hazardous substance pursuant to
Section I 01 of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42U.S.C.Sec.9601, ester,(42U.S.C.Sec.9601). 10. BANKRUPTCY:In the event that the
Property comes under the jurisdiction of
a bankruptcy court, Seller/Landlord shall immediately notify the Listing Agency
of the same and, if Seller/Landlord is the subject of bankruptcy, shall
promptly take all steps necessary to obtain court approval of Listing Agencys
appointment to sell the Property, unless Listing Agency shall elect to
terminate this Agreement upon said notice. 11. INDEMNIFICATION:Seller/Landlord
represents and warrants that the
information set forth herein and any other information as may be furnished by
the Seller/Landlord is correct to the best of Seller/Landlords knowledge;
Listing Agency shall have no obligation or responsibility for checking or
verifying any such information. Further, Seller/Landlord agrees to indemnify
Listing Agency for any and all loss or damage sustained by Listing Agency as a
result of Listing Agencys or Seller/Landlords furnishing such information to
a Buyer/Tenant or anyone else. 12. EARNEST AND OPTION MONEY:Listing Agency
does not maintain a trust account
to hold Earnest Money or Option Money deposits for parties to a sale
transaction. Consequently, any such deposit must be held by a title company or
an attorney. 13. NOTICE:All notices or requests under
this Listing Agreement of Property
for Lease and/or Sale shall be given by US Mail, postage prepaid, registered or
certified mail with return receipt requested, or by a nationally recognized
overnight delivery service (e.g. Federal Express, Purolator, UPS or Airborne)
and shall be effective upon delivery. Page 4




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ADDRESS OF SELLER/LANDLORD
    
    COLLIERS PINKARDC/O ISC Management
    
    330 South Tryon Street600 Towne Centre Blvd., Ste. 105
    
    Suite 301Pineville, NC 28134
    
    Charlotte, NC 28202-1916Attn: Jerry Moore
    
    Attn: Robert A. Cochran, SIOR
 14. PARTIES AND BENEFIT:This agreement
shall be binding upon and inure to the
benefit of the parties, their heirs, successors and assigns and their personal
representatives. Each signatory to this agreement represents and warrants that
he or she has full authority to sign this agreement on behalf of the party for
whom he or she signs and that this agreement binds such party. This agreement
contains the entire agreement of the parties and may not be modified except in
writing signed by all of the parties hereto. 15. SPECIAL PROVISIONS:none 16. THE BROKER SHALL CONDUCT ALL HIS BROKERAGE
ACTIVITIES IN REGARD TO THIS
AGREEMENT WITHOUT RESPECT TO RACE, RELIGION, SEX, NATIONAL ORIGIN, HANDICAP OR
FAMILIAR STATUS OF ANY BUYER/TENANT OR PROSPECTIVE BUYER/TENANT,
SELLER/LANDLORD OR PROSPECTIVE SELLER/LANDLORD, TENANT OR PROSPECTIVE TENANT,
LANDLORD OR PROSPECTIVE LANDLORD. 17.THIS DOCUMENT IS A LEGAL DOCUMENT.
EXECUTION OF THIS DOCUMENT HAS LEGAL
CONSEQUENCES THAT COULD BE ENFORCEABLE IN A COURT OF LAW. 18.The Working With Real Estate
Agentspublication is attached as Exhibit C. LISTING AGENCY:
    
    W. C. PINKARD & CO., INC. dba COLLIERS PINKARD(Name of Firm)By:
    
    /s/ Robert Cochran
    
    (SEAL)Title:
    
    Executive Vice President  PrincipalDate:SELLER/LANDLORD:
    
    YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP(Name of firm or individual(s))By:
    
    /s/ Rick Yager
    
    (SEAL)Title:
    
    Agent for YKPFDate:
 Page 5




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EXHIBIT A

SALE o
    
    LEASE o
    
    SALE AND LEASE üOFFICE ü
    
    INVESTMENT o
    
    RETAIL o
    
    INDUSTRIAL o
    
    LAND o


Address:
    
    6623-6635 Executive Circle Drive, Charlotte, NC 28212Building Name:
    
    East ParkSuppl. Location:Zip Code:
    
    28212
    
    
    County:
    
    MecklenburgColliers Pinkard Salesman:
    
    David Dorsch and Rob CochranSale Price:
    
    2,750,000
    
    
    Building Sq. Ft.:
    
    44,000Lease Price:
    
    $13.50 per SF (gross or full service)
    
    Available Sq.Ft.:
    
    3,400Possession:
    
    at document execution
    
    Subdividable:
    
    yesLease Term:
    
    3 to 10 years
    
    Inspection:Realtor:
    
    Colliers Pinkard
    
    Acreage/Lot:Phone #:
    
    704.375.7771
    
    
    Zoning:
    
    O-15 (CD)Owner: YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
    
    Plats/Maps:Phone #:
    
    704-889-2500
    
    
    Assessments:Source:
    
    existing business
    
    Taxes:Commission:
    
    lease is 4% for direct leases and 6% for co-broke leases,
sale is 5% for direct sale and 6% for co-broke sale
 Remarks: the IRS is the largest tenant in the park,
and the landlords decision
to sell or lease additional space will be predicated upon this tenants lease
renewal which will occur by October of 2004 LOT INFORMATION Dimensions:
    
    
    
    Waterfront:
    
    n/aGrade:
    
    flat
    
    Mass Transit:
    
    busUtilities:
    
    all
    
    Railroad:
    
    noDESCRIPTION OF
IMPROVEMENTSNo. Stories:
    
    1
    
    Dimensions:Exterior:
    
    brick
    
    Floor Construction:
    
    concrete slabCeiling Height:
    
    
    
    Type Cooling:Type Heating:
    
    
    
    Electricity:Type Elevator:
    
    
    
    Elevator Size:
    
    n/aElevator Capacity:
    
    n/a
    
    Loading Facilities:Drive-in:
    
    
    
    Dock:Sprinklers:
 Page 6




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EXHIBIT B Colliers Pinkard
Schedule of Commissions SALES Commissions on sales are calculated at five (5%) of
the gross sales price if
Colliers Pinkard is the procuring cause of the sale. If a licensed real estate

broker other than Colliers Pinkard is the procuring cause, the commission will
be calculated at six percent (6%) of the gross sale price. If some other
method of calculation is determined, this will be included as part of the
executed listing agreement. In the event Seller/Landlord sells the real
property or any interest therein
(whether by outright sale, exchange, or otherwise), the term gross sales
price means the total consideration transferred for the real property or any
interest therein. In the event Seller/Landlord contributes the real property
or any interest therein to a joint venture, partnership, or other business
entity, the term gross sales price means the fair market value of the real
property less the value of any interest in the real property retained by
Seller/Landlord. In the event Seller/Landlord is a joint venture, partnership,
or other business entity, and an interest in such entity is transferred (by
merger, purchase, or otherwise) in lieu of a sale of the real property, the
term gross sales price means the fair market value of the real property
multiplied by the percentage of the interest so transferred. If Colliers Pinkard recognizes a licensed broker
other than the assigned team
as indicated on Exhibit A of this agreement who is duly authorized to represent
the purchaser in a transaction for which a commission is payable hereunder,
Colliers Pinkard will request such broker to agree to accept an equitable
portion (but not more than half) of the commission as its compensation. If
such broker so agrees, Seller/Landlord will pay to Colliers Pinkard the
commission provided for herein out of which Colliers Pinkard will pay to such
broker its agreed share and retain the balance as Colliers Pinkard
compensation. If such broker does not so agree, then negotiations will be
suspended until such agreement is obtained. Colliers Pinkard will not be
liable for failure to obtain such agreement. LEASES AND SUBLEASES RATES: Four percent (4%) of the aggregate rental for the
entire lease term. TIME OF PAYMENT: Commissions on leases shall be paid one half (1/2)
upon the execution and
delivery of the lease by and between the Landlord and Tenant and one half (1/2)
upon the commencement of the term of the lease as stated in the lease document. RENEWALS AND EXTENSIONS: If a lease is renewed or extended Landlord shall
pay additional commissions to
Colliers Pinkard equal to four percent (4%) of the rental payable during the
renewal or extension term. Any such additional commissions shall be paid at
the time of the exercise of the agreement to renew, extend the lease term. Notwithstanding anything contained herein, the
lease renewal fee for the
existing tenant, the IRS Internal Revenue Service or GSA Government
Services Agency, would be equal to two percent (2%) of the rental Page 7




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payable
during the renewal or extension term. Any such additional commissions shall be
paid at the time of the exercise of the agreement to renew, extend the lease
term. EXPANSIONS: If the Tenant leases additional space from the
Landlord as an expansion or
substitute space, Landlord shall pay additional commissions to Colliers Pinkard
equal to four percent (4%) of the rental payable during the term of the lease
of such additional or other space. Any such additional commissions shall be
paid at the time of the exercise of the agreement to lease other or additional
space. Notwithstanding anything contained herein, as part
of the lease renewal for the
existing tenant, the IRS Internal Revenue Service or GSA Government
Services Agency, would be equal to two percent (2%) of the rental payable
during the renewal or extension term for expansion space, substitute, or
additional space. Any such additional commissions shall be paid at the time of
the exercise of the agreement to renew, extend the lease term. COMPUTATION OF RENTAL: A. Leases & Subleases: Commission shall be computed in accordance with the
above rates based upon the
gross rental set forth in the lease or sublease including any percentage or
additional rental based upon the gross receipts of, or sales by the tenant, but
excluding any additional rental payable pursuant to tax and operating expense
escalation provisions. B. Assignment, Surrender, Cancellation or Sale
of Lease Transaction: The commission shall be computed in accordance with the above rates based upon
the aggregate rental for the remaining unexpired term of the tenants lease for
the Premises. SALE OF LANDLORDS INTEREST In the event of a sale or other conveyance or
disposition of the Landlords
interest in the property, Landlord shall continue to be responsible to pay
Colliers Pinkard the commission due pursuant to this Schedule, unless Landlord
obtains from the grantee of Landlords interest and delivers to Colliers
Pinkard a written agreement pursuant to which the grantee assumes the
Landlords commission obligations under this Schedule. TENANT AGENTS If a licensed real estate broker other than
Colliers Pinkards assigned team as
indicated on Exhibit A of this agreement is the effective procuring cause of
any lease or sublease or assignment covered by this agreement, Colliers Pinkard
shall use its best efforts to have such other broker agree to accept as its
compensation one (1) full commission computed and payable in accordance with
these provisions and, Landlord will pay Colliers Pinkard one and one-half
(1-1/2) commission computed and payable in accordance with these provisions out
of which Colliers Pinkard will pay to such other broker his one (1) full
commission and retain one half (1/2) commission as Colliers Pinkards
compensation. If the other broker will not agree to accept, as its
compensation, one (1) full commission of the total lease value computed and
payable in accordance with these applicable provisions, the Landlords approval
will be necessary if the proposal is to be further negotiated. In no event
shall Colliers Pinkard be liable for the failure to obtain such other brokers
agreement to accept, as its compensation, one (1) full commission of the total
lease value in accordance with these provisions. Page 8




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EXHIBIT C WORKING WITH REAL ESTATE AGENTS NOTE: Effective July 1, 2001, in every real
estate sales transaction, a real
estate agent shall, at first substantial contact directly with a prospective
buyer or seller, provide the prospective buyer or seller with the following
information [NC Real Estate Commission Rule 21 NCAC 58A.0104(c)]. When buying or selling real estate, you may find it
helpful to have a real
estate agent assist you. Real estate agents can provide many useful services
and work with you in different ways. In some real estate transactions, the
agents work for the seller. In others, the seller and buyer may each have
agents. And sometimes the same agents work for both the buyer and the seller.
It is important for you to know whether an agent is working for you as your
agent or simply working withyou while acting as an agent of the other party. This brochure addresses the various types of
working relationships that may be
available to you. It should help you decide which relationship you want to have
with a real estate agent. It will also give you useful information about the
various services real estate agents can provide buyers and sellers, and it will
help explain how real estate agents are paid. SELLERS Sellers Agent If you are selling real estate, you may want to
list your property for sale
with a real estate firm. If so, you will sign a listing agreement authorizing
the firm and its agents to represent you in your dealings with buyers as your
sellers agent. You may also be asked to allow agents from other firms to help
find a buyer for your property.
Be sure to read and understand the listing agreement before you sign it. Duties to Seller: The listing firm and its
agents must  promote your best
interests  be loyal to you  follow your lawful instructions  provide you
with all material facts that could influence your decisions  use reasonable
skill, care and diligence, and  account for all monies they handle for you.
Once you have signed the listing agreement, the firm and its agents may not
give any confidential information about you to prospective buyers or their
agents without your permission. But until you sign the listing agreement, you
should avoid telling the listing agent anything you wouldnotwant a buyer to
know. Services
and Compensation: To help you sell
your property, the listing firm and
its agents will offer to perform a number of services for you. These may
include  helping you price your property  advertising and marketing your
property  giving you all required property disclosure forms for you to
complete  negotiating for you the best possible price and terms  reviewing
all written offers with you and  otherwise promoting your interests. For representing you and helping you sell your
property, you will pay the
listing firm a sales commission or fee. The listing agreement must state the
amount or method for determining the commission or fee and whether you will
allow the firm to share its commission with agents representing the buyer. Dual Agent You may even permit the listing firm and its agents
to represent you anda
buyer at the same time. This dual agency relationship is most likely to
happen if an agent with your listing firm is working as a buyers agentwith
someone who wants to purchase your property. If this occurs and you have not
already agreed to a dual agency relationship in your listing agreement, your
listing agent will ask you to sign a separate agreement or document permitting
the agent to act as agent for both you and the buyer. It may be difficult for a dual agentto
advance the interests of both the buyer
and seller. Nevertheless, a dual agentmust treat buyers and sellers fairly and
equally. Although the dual agentowes them the same duties, buyers and sellers
can prohibit dual agentsfrom divulging certainconfidential information about
them to the other party. Some firms also offer a form of dual agency called
designated agency where
one agent in the firm represents the seller and another agent represents the
buyer. This option (when available) may allow each designated agent to more
fully represent each party. Page 9




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If you choose the dual agency option,
remember that since a dual agents
loyalty is divided between parties with competing interests, it is especially
important that you have a clear understanding of  what your relationship is
with the dual agentand  what the agent will be doing for you in the
transaction. BUYERS When buying real estate, you may have several
choices as to how you want a real
estate firm and its agents to work with you. For example, you may want them to
represent only you (as a buyers agent). You may be willing for them to
represent both you and the seller at the same time (as a dual agent). Or you
may agree to let them represent only the seller (sellers
agentor subagent).
Some agents will offer you a choice of these services. Others may not. Buyers Agent Duties
to Buyer: If the real estate firm and
its agents represent you, they
must  promote your best interests  be loyal to you  follow your lawful
instructions  provide you with all material facts that could influence your
decisions  use reasonable skill, care and diligence, and  account for all
monies they handle for you. Once you have agreed (either orally or in writing)
for the firm and its agents to be your buyers agent, they may not give any
confidential information about you to sellers or their agents without your
permission. But until you make this agreement with your buyers agent, you
should avoid telling the agent anything you wouldnotwant a seller to know. Unwritten Agreements: To make sure that you
and the real estate firm have a
clear understanding of what your relationship will be and what the firm will do
for you, you may want to have a written agreement. However, some firms may be
willing to represent and assist you for a time as a buyers agentwithout a
written agreement. But if you decide to make an offer to purchase a particular
property, the agent must obtain a written agency agreement. If you do not sign
it, the agent can no longer represent and assist you and is no longer required
to keep information about you confidential. Furthermore, if you later purchase
the property through an agent with another firm, the agent who first showed you
the property may seek compensation from the other firm. Be sure to read and
understand any agency agreement before you sign it. Services
and Compensation: Whether you have
a written or unwritten agreement, a
buyers agentwill perform a number of services for you. These may include
helping you  find a suitable property  arrange financing  learn more about
the property and  otherwise promote your best interests. If you have a written
agency agreement, the agent can also help you prepare and submit a written
offer to the seller. A buyers agentcan be compensated in
different ways. For example, you can pay
the agent out of your own pocket. Or the agent may seek compensation from the
seller or listing agent first, but require you to pay if the listing agent
refuses. Whatever the case, be sure your compensation arrangement with your
buyers agentis spelled out in a buyer agency agreement before you make an
offer to purchase property and that you carefully read and understand the
compensation provision. Dual Agent You may permit an agent or firm to represent you
andthe seller at the same
time. This dual agency relationship is most likely to happen if you become
interested in a property listed with your buyers agentor the agents firm. If
this occurs and you have not already agreed to a dual agency relationship in
your (written or oral) buyer agency agreement, your buyers agentwill ask you
to sign a separate agreement or document permitting him or her to act as agent
for both you and the seller. It may be difficult for a dual agentto advance
the interests of both the buyer and seller. Nevertheless, a dual agentmust
treat buyers and sellers fairly and equally. Although the dual agentowes them
the same duties, buyers and sellers can prohibit dual agentsfrom divulging
certainconfidential information about them to the other party. Some firms also offer a form of dual agency called
designated agency where
one agent in the firm represents the seller and another agent represents the
buyer. This option (when available) may allow each designated agent to more
fully represent each party. If you choose the dual agency option,
remember that since a dual agents
loyalty is divided between parties with competing interests, it is especially
important that you have a clear understanding of  what your relationship is
with the dual agentand  what the agent will be doing for you in the
transaction. This can best be accomplished by putting the agreement in writing
at the earliest possible time. Sellers Agent Working with a
Buyer If the real estate agent or firm that you contact
does not offer buyer agency
or you do not want them to act as your buyer agent, you can still work with the
firm and its agents. However, they will be acting as the sellers agent(or
subagent). The agent can still help Page 10




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you find and purchase property and provide many of
the same services as a
buyers agent. The agent must be fair with you and provide you with any
material facts (such as a leaky roof) about properties. But remember, the agent represents the seller
 not you  and therefore must
try to obtain for the seller the best possible price and terms for the sellers
property. Furthermore, a sellers agentis required to give the seller any
information about you (even personal, financial or confidential information)
that would help the seller in the sale of his or her property. Agents must tell
you in writingif they are sellers agentsbefore you say anything that can
help the seller. But until you are sure that an agent is not asellers agent,
you should avoid saying anything you donotwant a seller to know. Sellers agentsare compensated by the sellers. Page 11




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WORKING WITH REAL ESTATE AGENTS This is not a contract By signing, I acknowledge that the agent named
below furnished a copy of this
brochure and reviewed it with me. YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIPBuyer or Seller Name (Print or Type)
    
    Buyer or Seller Name (Print or Type)Rick Yager, Agent for YKPFBuyer or Seller Signature
    
    Buyer or Seller SignatureDate
    
    Date
 COLLIERS PINKARD
Firm Name David A. Dorsch
Agent Name Disclosure of Seller Subagency When showing you property and assisting you in
the purchase of a property, the
above agent and firm will represent
the SELLER. For more information, see Sellers Agent Working with a Buyer in
the brochure. Buyers Initials Acknowledging Disclosure: ______________ Agents must retain this acknowledgment for
their files. Page 12




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DUAL AGENCY ADDENDUM
for
LISTING AGREEMENT OF PROPERTY FOR LEASE OR SALE This Dual Agency Addendum hereby modifies the
attached Listing Agreement of
Property for Lease or Sale, dated February 2, 2004 by and between W.C. Pinkard
& Co., Inc. dba Colliers Pinkard (hereinafter referred to as Broker) and
            YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP             (hereinafter referred to
as Seller/Landlord). The term Broker shall sometimes hereinafter include
Broker and its individual sales associates, as the sense requires. The potential for Dual Agency arises if a
Buyer/Tenant who has an agency
relationship with the Broker becomes interested in viewing a property listed
with the Broker. A Broker may represent more than one party in the same
transaction only with the knowledge and informed consent of all parties for
whom the Broker acts. 1. DUAL AGENCY:It is agreed that Broker,
acting by and through its individual
sales associates, may serve as both Seller/Landlords Agent and Buyer/Tenants
Agent in the representation of Seller/Landlords property to Buyer/Tenant
should circumstances creating Dual Agency arise. In the event Broker serves as
a Dual Agent, the parties agree that without permission from the party about
whom the information pertains, Broker shall not disclose to the other party the
following information:  (a)
    
    that a party may agree to a price, terms, or any conditions of sale or
lease other than those offered;(b)
    
    the motivation of a party for engaging in the transaction, unless
disclosure is otherwise required by statute or rule, and(c)
    
    any information about a party which that party has identified as
confidential unless disclosure is otherwise required by statute or rule. 2. BROKERS DUAL AGENT ROLE:If Broker
serves as Agent for both Seller/Landlord
and Buyer/Tenant in a transaction, Broker shall make every reasonable effort to
represent Seller/Landlord and Buyer/Tenant in a balanced and fair manner.
Broker shall also make every reasonable effort to encourage and effect
communication and negotiation between Seller/Landlord and Buyer/Tenant.
Seller/Landlord and/or Buyer/Tenant understand and acknowledge that:  (a)
    
    Prior to the time Dual Agency occurs, Broker will act as the exclusive
Agent of Seller/Landlord and/or Buyer/Tenant;(b)
    
    In those separate roles Broker may obtain information, which, if
disclosed, could harm the bargaining position of the party providing such
information to Broker;(c)
    
    Broker is required by law to disclose to Buyer/Tenant and
Seller/Landlord any known or reasonably ascertainable material facts. Seller/Landlord and/or Buyer/Tenant agree Broker
shall not be liable to either
party for (1) disclosing material facts required by law to be disclosed; and
(2) refusing or failing to disclose other information the law does not require
to be disclosed which could harm or compromise one partys bargaining position
but could benefit the other party. 3. SELLER/LANDLORDS AND
BUYER/TENANTS ROLES:Should Broker become a Dual
Agent, Seller/Landlord and/or Buyer/Tenant understand and acknowledge that: Page 13




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(a)
    
    They have the responsibility of making their own decisions as to what
terms are to be included in any agreement between them;(b)
    
    They are fully aware of and understand the implications and
consequences of Brokers dual agency role as expressed herein to provide
balanced and fair representation of Seller/Landlord and Buyer/Tenant and
to encourage and effect communication between them rather than as an
advocate or exclusive agent or representative;(c)
    
    They have determined that the benefits of entering into this Dual
Agency relationship with Broker, acting as Agent for them both, outweigh
any disadvantages or adverse consequences;(d)
    
    They may seek independent legal counsel to assist them with the
negotiation and preparation of an agreement or with any matter relating to
the transaction which is the subject matter of an agreement. Seller/Landlord and/or Buyer/Tenant agree to
indemnify and hold Broker harmless
against all claims, damages, losses, expenses or liabilities, other than
violations of the North Carolina Real Estate License Law and intentional
wrongful acts, arising from Brokers role as a Dual Agent. Seller/Landlord and
Buyer/Tenant shall have a duty to protect their own interests and should read
this agreement and any purchase and sale or lease agreement carefully to ensure
that they accurately set forth the terms which they want included in said
agreements. 4. DESIGNATED AGENT OPTION (initial only if
applicable): Buyer/Tenant hereby authorizes the Broker (Firm) to
designate an agent(s)
to represent the Buyer/Tenant, to the exclusion of any other licensees
associated with the Broker. The agent(s) shall not be so designated and shall
not undertake to represent only the interests of the Buyer/Tenant if the
agent(s) has actually received confidential information concerning the
Seller/Landlord in connection with the transaction. The designated agent(s)
shall represent only the interests of the Buyer/Tenant to the extent permitted
by law. /s/ RY Seller/Landlord hereby authorizes the Broker
(Firm) to designate an
agent(s) to represent the Seller/Landlord, to the exclusion of any other
licensees associated with the Broker. The agent(s) shall not be so designated
and shall not undertake to represent only the interests of the Seller/Landlord
if the agent(s) has actually received confidential information concerning the
Buyer/Tenant in connection with the transaction. The designated agent(s) shall
represent only the interests of the Seller/Landlord to the extent permitted by
law. THIS IS INTENDED TO BE A LEGALLY BINDING DUAL
AGENCY ADDENDUM THAT MAY
ULTIMATELY RESTRICT YOUR LEGAL RIGHTS OR REMEDIES. IF YOU DO NOT UNDERSTAND
THIS ADDENDUM OR FEEL IT DOES NOT PROVIDE FOR YOUR LEGAL NEEDS, YOU SHOULD
CONSULT AN ATTORNEY BEFORE YOU SIGN IT. Seller/Landlord and Broker each hereby
acknowledges receipt of a signed
copy of this Dual Agency Addendum: YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
    
    W.C. Pinkard & Co., Inc. dba Colliers PinkardSeller/Landlord
    
    Date/s/Rick Yager, Agent for YKPF
    
    
    
    /s/Robert CochranSeller/Landlord
    
    Date
    
    Broker
    
    Date
 Page 14