EXHIBIT 10.1


	FORM
  OF




INVESTMENT ADVISORY AGREEMENT

     THIS INVESTMENT
ADVISORY AGREEMENT (the “Agreement”), dated as of  ______, 2006, is by and
among Fidelity Property Income Trust, a Maryland real estate investment trust
(the “Trust”), Fidelity Property Income Trust Limited Partnership, a Delaware
limited partnership (the “Controlled Partnership”), and Pyramis Global Advisors
Trust Company, a New Hampshire chartered trust company (the
“Advisor”).


	W I T N E S S E T
      H




     WHEREAS, the Trust
has filed with the Securities and Exchange Commission a registration statement
on Form S-11 covering a public offering (the “Offering”) of its common shares
(“Shares”) and the Trust may subsequently issue securities other than such
Shares or otherwise raise additional capital;

     WHEREAS, the Trust
intends to qualify as a REIT (as defined below), and to invest, directly and
indirectly, in investments in accordance with investment guidelines adopted by
its Board of Trustees (the “Board”) and Sections 856 through 860 of the Code (as
defined below);

     WHEREAS, the Trust
and the Controlled Partnership desire to avail themselves of the experience,
sources of information, advice, assistance and certain facilities of the Advisor
and to have the Advisor undertake the duties and responsibilities hereinafter
set forth on behalf of, and subject to the supervision of, the Board all as
provided herein; and

     WHEREAS, the
Advisor is willing to undertake to render such services, subject to the
supervision of the Board, on the terms and conditions hereinafter set
forth.

     NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

     1. DEFINITIONS. As
used in this Agreement, the following terms have the definitions hereinafter
indicated:

     Acquisition
Expenses. Any and all expenses incurred by the
Trust, the Advisor, or any Affiliate of either in connection with the selection,
acquisition or development of any Asset, whether or not acquired, including,
without limitation, legal fees and expenses, travel and communications expenses,
costs of appraisals, nonrefundable option payments on property not acquired,
accounting fees and expenses, and title insurance premiums.

     Acquisition
Fees. Any and all fees and commissions, exclusive of
Acquisition Expenses, paid by any Person to any other Person (including any fees
or commissions paid by or to any Affiliate of the Trust or the Advisor) in
connection with making or investing in Mortgages or the purchase, development or
construction of a Property, 




including real estate commissions, selection
fees, Development Fees, Construction Fees, nonrecurring management fees, loan
fees, points or any other fees of a similar nature. Excluded shall be
Development Fees and Construction Fees paid to any Person not affiliated with
the Sponsor in connection with the actual development and construction of a
project. 

     Affiliate or
Affiliated. With respect to any Person, (i) any
Person directly or indirectly owning, controlling or holding, with the power to
vote, ten percent or more of the outstanding voting securities of such other
Person; (ii) any Person ten percent or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held, with the power
to vote, by such other Person; (iii) any Person directly or indirectly
controlling, controlled by or under common control with such other Person; (iv)
any executive officer, director, trustee or general partner of such other
Person; and (v) any legal entity for which such Person acts as an executive
officer, director, trustee or general partner.

     Asset. Any Property, Mortgage or other
investment (other than investments in bank accounts, money market funds or other
current assets) owned by the Trust, directly or indirectly through one or more
of its Affiliates, and any other investment made by the Trust, directly or
indirectly through one or more of its Affiliates.

     Average Invested
Assets. For a specified period, the average of the
aggregate book value of the assets of the Trust invested, directly or
indirectly, in equity interests in and loans secured by real estate, before
deducting depreciation, bad debts or other non-cash reserves, computed by taking
the average of such values at the end of each month during such
period.

    
Bylaws. The bylaws of the Trust, as the same are
in effect from time to time.

     Code. Internal Revenue Code of 1986, as amended.

     Construction
Fee. A fee or other remuneration for acting as
general contractor and/or construction manager to construct improvements,
supervise and coordinate projects or to provide major repairs or rehabilitations
on a Property. 

     Contract
Purchase Price. The amount actually paid or
allocated in respect of the purchase, development, construction or improvement
of a Property or the amount of funds advanced with respect to a Mortgage, or the
amount actually paid or allocated in respect of the purchase of other Assets, in
each case exclusive of Acquisition Fees and Acquisition Expenses.

     Dealer
Manager. An Affiliate of the Trust, or such other
Person selected by the Board to act as the dealer manager, if any, for the
Offering.

     Declaration of
Trust. The Declaration of Trust of the Trust, as
amended from time to time.

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     Development
Fee. A fee for the packaging of a Property,
including the negotiation and approval of plans, and any assistance in obtaining
zoning and necessary variances and financing for a specific Property, either
initially or at a later date.

     Distributions. Any distributions of money
or other property by the Trust to owners of Shares, including distributions that
may constitute a return of capital for federal income tax purposes.

     Gross
Proceeds. The aggregate purchase price of all Shares
sold for the account of the Trust through the Offering, without deduction for
Selling Commissions, volume discounts, any marketing support and due diligence
expense reimbursement or Organization and Offering Expenses. For the purpose of
computing Gross Proceeds, the purchase price of any Share for which reduced
Selling Commissions are paid to the Dealer Manager or a Soliciting Dealer (where
net proceeds to the Trust are not reduced) shall be deemed to be the full amount
of the offering price per Share pursuant to the prospectus for such Offering
without reduction.

     Independent
Trustee. A Trustee who is not on the date of
determination, and within the last two years from the date of determination has
not been, directly or indirectly associated with the Sponsor or the Advisor by
virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of
their Affiliates, other than the Trust, (ii) employment by the Sponsor, the
Advisor or any of their Affiliates, (iii) service as an officer or trustee of
Sponsor, the Advisor or any of their Affiliates, other than as a Trustee, (iv)
performance of services, other than as a Trustee, for the Trust, (v) service as
a director or trustee of more than three real estate investment trusts organized
by the Sponsor or advised by the Advisor, or (vi) maintenance of a material
business or professional relationship with the Sponsor, the Advisor or any of
their Affiliates. A business or professional relationship is considered material
if the gross revenue derived by the Trustee from Sponsor, the Advisor or any of
their Affiliates exceeds 5% of either the Trustee’s annual gross revenue during
either of the last two years or the Trustee’s net worth on a fair market value
basis. An indirect association with the Sponsor or the Advisor shall include
circumstances in which a Trustee’s spouse, parents, children, siblings, mothers-
or fathers-in-law, sons- or daughters-in-law, or brothers- or sisters-in-law is
or has been associated with the Sponsor, the Advisor or any of their Affiliates
or the Trust.

    
Investment. An investment in Real Property, any
Securities or any other asset.

     Investment
Guidelines. The investment guidelines adopted by the
Board, as amended from time to time.

     Limited
Partner. A limited partner of the Controlled
Partnership.

     Listing. The listing of the Shares on a
national securities exchange, the quotation of the Shares by The Nasdaq Stock
Market (“Nasdaq”) or the trading of the Shares in the over-the-counter market.
Upon such Listing, the Shares shall be deemed Listed.

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     Mortgages. In connection with mortgage financing provided, invested in, participated in or purchased by the Trust, all of the notes, deeds of trust, security interests
or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations.


     Net Income. For any period, the total revenues applicable to such period, less the total expenses applicable to such period excluding additions to reserves for
depreciation, bad debts or other similar non-cash reserves.


     Operating Expenses. All costs and expenses incurred by the Trust, as determined under generally accepted accounting principles, which in any way are related to the
operation of the Trust or to Trust business, including the Advisory Fee, but excluding (i) the expenses of raising capital such as Organizational and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and
other fees, printing and other such expenses and tax incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation,
amortization and bad loan reserves, (v) the Property Management Fee and (vi) Acquisition Fees and Acquisition Expenses, real estate commissions on the sale of property, and other expenses connected with the acquisition, and ownership of real estate
interests, mortgage loans or other property (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property).


     Organization and Offering Expenses. Any and all costs and expenses incurred by and to be paid from the assets of the Trust in connection with the formation,
qualification and registration of the Trust, and the marketing and distribution of Shares, including, without limitation, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), expenses for
printing, engraving, amending, supplementing, mailing and distributing costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including the costs related to
investor and broker-dealer sales meetings), charges of transfer agents, registrars, trustees, escrow holders, depositories, experts, fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under
federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.


     Person. An individual, corporation, partnership, trust, joint venture, limited liability company or other entity.


     Property or Properties. As the context requires, any, or all, respectively, of the Real Property acquired by the Trust, directly or indirectly through joint venture
arrangements or other partnership or investment interests.


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     Property Management Fee. Fees paid to a property management company (which may be an Affiliate of the Advisor) in consideration for the management and leasing of
Properties.


     Real Property. Land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or
used in connection with land and rights or interests in land. 


     REIT. A “real estate investment trust” under Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate
investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.


     Sale or Sales. The term “Sale” or “Sales” shall mean (i) any transaction or series of transactions whereby: (A) the Trust or the Controlled
Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of a
building only, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Trust or the Controlled Partnership directly or indirectly (except as described in
other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Trust or the Controlled Partnership in any joint venture in which it is a co-venturer or
partner; (C) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Trust or the Controlled Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its
ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to insurance claims or condemnation awards; (D) the Trust or the Controlled Partnership directly or indirectly (except as described in
other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Mortgage or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled
interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Trust or the Controlled Partnership directly or indirectly (except as described
in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other Asset not previously described in this definition or any portion thereof, but (ii) not including any transaction or series of
transactions specified in clause (i) (A) through (E) above in which the proceeds of such transaction or series of transactions are reinvested by the Trust or the Controlled Partnership in one or more Assets within 180 days thereafter.


     Securities. Any Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or
other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in, temporary or interim
certificates for, receipts for, 


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guarantees of, or warrants, options or rights to
subscribe to, purchase or acquire, any of the foregoing.

     Selling
Commissions. Any and all commissions payable to
underwriters, dealer managers or other broker-dealers in connection with the
sale of Shares.

     Shareholders. The holders of record of
the Shares as maintained in the books and records of the Trust or its transfer
agent.

     Shares. The common shares of beneficial
interest of the Trust to be sold in the Offering.

     Soliciting
Dealers. Those broker-dealers that are members of
the National Association of Securities Dealers, Inc., or that are exempt from
broker-dealer registration, and that, in either case, enter into participating
broker or other agreements with the Dealer Manager or the Trust to sell Shares.


     Sponsor. Any Person which (i) is directly
or indirectly instrumental in organizing, wholly or in part, the Trust, (ii)
will control, manage or participate in the management of the Trust, and any
Affiliate of any such Person, (iii) takes the initiative, directly or
indirectly, in founding or organizing the Trust, either alone or in conjunction
with one or more other Persons, (iv) receives a material participation in the
Trust in connection with the founding or organizing of the business of the
Trust, in consideration of services or property, or both services and property,
(v) has a substantial number of relationships and contacts with the Trust, (vi)
possesses significant rights to control Properties, (vii) receives fees for
providing services to the Trust which are paid on a basis that is not customary
in the industry, or (viii) provides goods or services to the Trust on a basis
which was not negotiated at arm’s-length with the Trust. “Sponsor” does not
include any Person whose only relationship with the Trust is that of an
independent property manager and whose only compensation is as such, or wholly
independent third parties such as attorneys, accountants and underwriters whose
only compensation is for professional services.

     Termination
Date. The date of termination of the
Agreement.

    
Trustee. A member of the Board.

     Valuation
Guidelines. The valuation guidelines adopted by the
Board, as amended from time to time.

     2%/25%
Guidelines. For any year in which the Trust
qualifies as a REIT, the requirement pursuant to the guidelines of the North
American Securities Administrators Association, Inc. that, in any 12 month
period, total Operating Expenses not exceed the greater of 2% of the Trust’s
Average Invested Assets during such 12 month period or 25% of the Trust’s Net
Income over the same 12 month period.

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     2. APPOINTMENT. The
Trust and the Controlled Partnership hereby appoint the Advisor to serve as
their advisor on the terms and conditions set forth in this Agreement, and the
Advisor hereby accepts such appointment.

     3. DUTIES OF THE
ADVISOR. The Advisor undertakes to present to the Trust (including in its
capacity as general partner of the Controlled Partnership) and the Controlled
Partnership potential investment opportunities and to provide a continuing and
suitable investment program consistent with the investment objectives and
policies of the Trust as determined and adopted from time to time by the Board.
In performance of this undertaking, subject to the supervision of the Board and
consistent with the Investment Guidelines, the Declaration of Trust and the
Bylaws, the Advisor shall, either directly or by engaging an
Affiliate:
 
	     	(a)      	serve as the Trust’s and the Controlled
      Partnership’s investment and financial advisor and provide research and
      economic and statistical data in connection with the Trust’s and the
      Controlled Partnership’s assets and investment policies; 
		 
		(b)      	provide the daily management of the
      Trust and the Controlled Partnership and perform and supervise the various
      administrative functions reasonably necessary for the management of the
      Trust and the Controlled Partnership, including: the collection of
      revenues and the payment of the Trust’s and the Controlled Partnership’s
      debts and obligations; maintenance of appropriate computer services to
      perform such administrative functions; keeping the Trust’s and the
      Controlled Partnership’s books and records; and organizing meetings of the
      Board; 
		 
		(c)      	investigate, select, and, on behalf of
      the Trust and the Controlled Partnership, engage and conduct business
      with such Persons as the Advisor deems necessary to the proper performance
      of its obligations hereunder, including but not limited to consultants,
      accountants, appraisers, correspondents, lenders, technical advisors,
      attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,
      depositaries, custodians, agents for collection, insurers, insurance
      agents, banks, builders, developers, property managers, property owners,
      mortgagors, and any and all agents for any of the foregoing, including
      Affiliates of the Advisor, and Persons acting in any other capacity deemed
      by the Advisor necessary or desirable for the performance of any of the
      foregoing services, including but not limited to entering into contracts
      in the name of the Trust and the Controlled Partnership, with any of the
      foregoing; 
		 
		(d)      	consult with the officers and Trustees
      and assist the Trustees in the formulation and implementation of the
      Trust’s financial, valuation and other policies, and, as necessary,
      furnish the Trustees with advice and recommendations with respect to the
      making of investments and dispositions consistent with the investment
      objectives and policies of the Trust and in 
		 


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	      	 	connection with any borrowings proposed
      to be undertaken by the Trust or the Controlled Partnership; 
		 
		(e)      	(i) locate, analyze and select potential
      Investments to be made by the Trust or the Controlled Partnership, (ii)
      structure and negotiate the terms and conditions of transactions pursuant
      to which Investments will be made and disposed of by the Trust and the
      Controlled Partnership; (iii) make and dispose of Investments on behalf of
      the Trust and the Controlled Partnership in compliance with the investment
      objectives and policies of the Trust and the Controlled Partnership; (iv)
      arrange for financing and refinancing and make other changes in the asset
      or capital structure of, and dispose of, reinvest the proceeds from the
      sale of, or otherwise deal with the Trust’s and the Controlled
      Partnership’s Investments; and (v) enter into leases and service contracts
      on behalf of the Trust and the Controlled Partnership and their respective
      assets and Investments and, to the extent necessary, perform all other
      operational functions for the maintenance and administration of the Trust
      and the Controlled Partnership and their respective assets and
      Investments; 
		 
		(f)      	provide the Trustees with periodic
      reports regarding prospective Investments to be made by the Trust and the
      Controlled Partnership; 
		 
		(g)      	negotiate on behalf of the Trust and the
      Controlled Partnership with banks or lenders for loans to be made to the
      Trust or the Controlled Partnership, and negotiate on behalf of the Trust
      or the Controlled Partnership with investment banking firms and
      broker-dealers or negotiate private sales of Shares and Securities or
      obtain loans for the Trust or the Controlled Partnership, but in no event
      in such a way so that the Advisor shall be acting as broker-dealer or
      underwriter; and provided, further, that any fees and costs payable to
      third parties incurred by the Advisor in connection with the foregoing
      shall be the responsibility of the Trust or the Controlled Partnership, as
      applicable; 
		 
		(h)      	obtain reports (which may be prepared by
      the Advisor or its Affiliates), where appropriate, concerning the value of
      investments or contemplated investments of the Trust or the Controlled
      Partnership; 
		 
		(i)      	from time to time, or at any time
      reasonably requested by the Trustees, make reports to the Trustees of its
      performance of services to the Trust or the Controlled Partnership under
      this Agreement; 
		 
		(j)      	provide the Trust and the Controlled
      Partnership with all necessary cash management services; 
		 
		(k)      	do all things necessary to assure its
      ability to render the services described in this Agreement; 
		 


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	     	(l)      	deliver to or maintain on behalf of the
      Trust or the Controlled Partnership, as applicable, copies of all
      appraisals obtained in connection with the investments in
      Properties; 
		 
		(m)      	arrange, negotiate, coordinate and
      manage operations of any joint venture or co-investment interests held by
      the Trust or the Controlled Partnership and conduct all matters with any
      joint venture or co-investment partners; 
		 
		(n)      	communicate on the Trust’s or the
      Controlled Partnership’s behalf with the respective holders of any of the
      Trust’s or the Controlled Partnership’s equity or debt securities as
      required to satisfy the reporting and other requirements of any
      governmental bodies or agencies and to maintain effective relations with
      such holders; 
		 
		(o)      	evaluate and recommend to the Board
      modifications to the hedging strategies in effect and cause the Trust to
      engage in overall hedging strategies consistent with the Trust’s status as
      a REIT and with the Trust’s Investment Guidelines; 
		 
		(p)      	advise the Trust regarding the
      maintenance of the Trust’s status as a REIT and monitor compliance with
      the various REIT qualification tests and other rules set out in the Code
      and Treasury Regulations thereunder; 
		 
		(q)      	advise the Trust regarding the
      maintenance of the Trust’s exemption from the Investment Company Act of
      1940, as amended (the “Investment Company Act”), and monitor compliance
      with the requirements for maintaining an exemption from that Act;
    
		 
		(r)      	monitor the operating performance of the
      Trust’s and the Controlled Partnership’s Investments and provide periodic
      reports with respect thereto to the Board, including comparative
      information with respect to such operating performance and budgeted or
      projected operating results; 
		 
		(s)      	invest or reinvest any money of the
      Trust or the Controlled Partnership (including investing in short-term
      Investments pending investment in long- term Investments, payment of fees,
      costs and expenses, or payments of distributions to the Trust’s
      shareholders and the Controlled Partnership’s partners), and advise the
      Trust and the Controlled Partnership as to the Trust’s or the Controlled
      Partnership’s respective capital structure and capital raising;
  
		 
		(t)      	cause the Trust and the Controlled
      Partnership to retain qualified accountants and legal counsel, as
      applicable, to assist in developing appropriate accounting procedures,
      compliance procedures and testing systems with respect to financial
      reporting obligations and compliance with the REIT provisions of the Code
      and to conduct quarterly compliance reviews thereto, as applicable;
    
		 


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	     	(u)      	cause the Trust and the Controlled
      Partnership to qualify to do business in all applicable jurisdictions and
      to obtain and maintain all appropriate licenses; 
		 
		(v)      	assist the Trust in maintaining the
      registration of the Shares under federal securities laws (including the
      Sarbanes-Oxley Act of 2002) and complying with all federal, state and
      local regulatory requirements applicable to the Trust in respect of the
      Trust’s business activities, including preparing or causing to be prepared
      all financial statements required under applicable regulations and
      contractual undertakings and all reports and documents, if any, required
      under the Securities Exchange Act of 1934, as amended; 
		 
		(w)      	take all necessary actions to enable the
      Trust and the Controlled Partnership to make required tax filings and
      reports, including soliciting shareholders for required information to the
      extent provided by the REIT provisions of the Code; 
		 
		(x)      	handle and resolve all claims, disputes
      or controversies (including all litigation, arbitration, settlement or
      other proceedings or negotiations) in which the Trust or the Controlled
      Partnership may be involved or to which the Trust or the Controlled
      Partnership may be subject, arising out of the Trust’s or the Controlled
      Partnership’s day-to-day operations, subject to such limitations or
      parameters as may be imposed from time-to-time by the Board; 
		 
		(y)      	use commercially reasonable efforts to
      cause expenses incurred by or on behalf of the Trust and the Controlled
      Partnership to be reasonable or customary and within any budgeted
      parameters or expense guidelines set by the Board from
      time-to-time; 
		 
		(z)      	perform such other services as may be
      required from time-to-time for management and other activities relating to
      the Trust’s and the Controlled Partnership’s respective assets as the
      Board will reasonably request or the Advisor will deem appropriate under
      the particular circumstances; 
		 
		(aa)      	use commercially reasonable efforts to
      cause the Trust and the Controlled Partnership to comply with all
      applicable laws; and 
		 
		(bb)      	calculate the Trust’s and the Controlled
      Partnership’s respective net asset values, recommend independent valuation
      experts and appraisers and perform valuations and other services, each as
      provided in the Valuation Guidelines. 
		 


4. AUTHORITY OF ADVISOR.

     (a) Pursuant to the
terms of this Agreement (including the restrictions included in this Paragraph 4
and in Paragraph 7), and subject to the continuing and exclusive authority of
the Trustees over the management of the Trust and the Trust’s 

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authority, in its capacity as general partner of the Controlled Partnership, over the management of the Controlled Partnership, the Trustees and the Controlled Partnership hereby delegate to the Advisor the authority to take, or
cause to be taken, any and all actions to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Advisor, may be necessary or advisable in
connection with the Advisor’s duties hereunder, including, without limitation, to: (i) locate, analyze and select investment opportunities for the Trust and the Controlled Partnership; (ii) structure the terms and conditions of transactions
pursuant to which investments will be made, acquired or disposed of for the Trust and the Controlled Partnership; (iii) acquire investments in compliance with the investment objectives and policies of the Trust and the Controlled Partnership, as
applicable; (iv) arrange for financing or refinancing Properties and other investments; (v) enter into leases and service contracts for the Trust’s and the Controlled Partnership’s Real Property and other investments; (vi) oversee
Affiliated and non-Affiliated property managers who perform services for the Trust, the Controlled Partnership or their Affiliates; and (vii) manage accounting and other record-keeping functions for the Trust and the Controlled
Partnership.


     (b) If a transaction requires approval by the Independent Trustees, the Advisor will deliver to the Independent Trustees documents required by them to properly evaluate the proposed
transaction.


     The Trustees may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority set forth in this Paragraph 4. If and to the extent the Trustees so modify or revoke the
authority contained herein, the Advisor shall henceforth submit to the Trustees for prior approval such proposed transactions involving investments as thereafter require prior approval, provided however, that such modification or revocation shall be
effective upon receipt by the Advisor and shall not be applicable to transactions to which the Advisor has committed the Trust or the Controlled Partnership prior to the date of receipt by the Advisor of such notification.


     5. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Trust or the Controlled Partnership or in the name of the Trust or the
Controlled Partnership and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Trust or the Controlled Partnership, under such terms and conditions as the Trustees may
approve, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Trustees and to the auditors of the Trust and the
Controlled Partnership, as applicable.


     6. RECORDS; ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Trustees and by counsel, auditors and
authorized agents of the Trust, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Trust and the Controlled Partnership.


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     7. LIMITATIONS ON
ACTIVITIES. Anything else in this Agreement to the contrary notwithstanding, the
Advisor shall refrain from taking any action which, in its sole judgment made in
good faith, would (a) adversely affect the status of the Trust as a REIT, (b)
subject the Trust or the Controlled Partnership to regulation under the
Investment Company Act, or (c) violate any law, rule, regulation or statement of
policy of any governmental body or agency having jurisdiction over the Trust,
the Controlled Partnership, their respective Securities, or otherwise not be
permitted by the Declaration of Trust, Bylaws or Limited Partnership Agreement
of the Controlled Partnership, except if such action shall be ordered by the
Trustees, in which case the Advisor shall notify promptly the Trustees of the
Advisor’s judgment of the potential impact of such action and shall refrain from
taking such action until it receives further clarification or instructions from
the Trustees. In such event the Advisor shall have no liability for acting in
accordance with the specific instructions of the Trustees so given.
Notwithstanding the foregoing, the Advisor, its directors, officers, employees
and shareholders, and shareholders, directors and officers of the Advisor’s
Affiliates shall not be liable to the Trust, the Controlled Partnership or any
of their respective trustees, directors, officers, employees, shareholders,
partners or agents for any act or omission by the Advisor, its directors,
officers or employees, or shareholders, directors or officers of the Advisor’s
Affiliates taken or omitted to be taken in the performance of their duties under
this Agreement except as provided in Paragraphs 19 and 20 of this
Agreement.

     8. RELATIONSHIP
WITH TRUSTEES. Subject to Paragraph 7 of this 

Agreement and to restrictions advisable with
respect to the qualification of the Trust as a REIT, directors, officers and
employees of the Advisor or an Affiliate of the Advisor or any corporate parents
of an Affiliate, or directors, officers or stockholders of any corporate parent
of an Affiliate may serve as Trustees and as officers of the Trust, except that
no director, officer or employee of the Advisor or its Affiliates who also is a
Trustee or officer of the Trust shall receive any compensation from the Trust
for serving as a Trustee or officer other than reasonable reimbursement for
travel and related expenses incurred in attending meetings of the
Trustees.

     9. FEES.

            (a) Advisory Fees. The Advisor shall receive as compensation for services rendered
hereunder an advisory fee from the Trust (the “Trust Advisory Fee”) and an
advisory fee from each Limited Partner (each, a “Limited Partner Advisory Fee”
and, together with the Trust Advisory Fee, the “Advisory Fees”). The Advisory
Fees shall each accrue daily and be paid quarterly in arrears.

                     (i) Each quarterly installment of the Trust Advisory Fee shall be
equal to the product of (A) one-quarter of 1.1%, multiplied by (B) the average
daily net asset value of the Trust during the applicable quarter.

                     (ii) Each quarterly installment of the Limited Partner Advisory Fee
payable by a Limited Partner shall be equal to the product of (A) one-quarter of


12




the Advisory Fee Rate set forth in such Limited
Partner’s Subscription Agreement pursuant to which such Limited Partner
subscribed for an interest in the Controlled Partnership, multiplied by (B) the
average daily net asset value of such Limited Partner’s interest in the
Controlled Partnership during the applicable quarter. 

     If the Advisory
Fees are payable with respect to any partial calendar quarter, they will be
prorated based on the number of days elapsed during any such partial calendar
quarter.

     The net asset value
of the Trust and of a Limited Partner’s interest in the Controlled Partnership
shall be calculated by the Advisor or its Affiliates using the methodologies set
forth in the Valuation Guidelines.

            (b) Loans from Affiliates. If any loans are made to the Trust by an Affiliate of the Advisor,
the maximum amount of interest that may be charged by such Affiliate shall be
the lesser of (i) 1% above the prime rate of interest charged from time to time
by the principal bank then used by the Trust and (ii) the rate that would be
charged to the Trust by unrelated lending institutions on comparable loans for
the same purpose. The terms of any such loans shall be no less favorable than
the terms available between non-Affiliated Persons for similar commercial
loans.

            (c) Changes to Fee
Structure. In the event of Listing, the Trust and
the Advisor shall negotiate in good faith to establish a fee structure
appropriate for a public company. A majority of the Independent Trustees must
approve the new fee structure negotiated with the Advisor. In negotiating a new
fee structure, the Independent Trustees shall consider all of the factors they
deem relevant, including, but not limited to: (i) the amount of the advisory fee
in relation to the asset value, composition and profitability of the Trust’s
portfolio; (ii) the success of the Advisor in generating opportunities that meet
the investment objectives of the Trust; (iii) the rates charged to other REITs
and to investors other than REITs by advisors performing the same or similar
services; (iv) additional revenues realized by the Advisor and its Affiliates
through their relationship with the Trust, including loan administration,
underwriting or broker commissions, servicing, engineering, inspection and other
fees, whether paid by the Trust or by others with whom the Trust does business;
(v) the quality and extent of service and advice furnished by the Advisor; (vi)
the performance of the investment portfolio of the Trust, including income,
conversion or appreciation of capital, and number and frequency of problem
investments; and (vii) the quality of the Property portfolio of the Trust in
relationship to the investments generated by the Advisor for its own account.
The new fee structure can be no more favorable to the Advisor than the current
fee structure.

            (d) Exclusion of Certain
Transactions. In the event the Trust or the
Controlled Partnership shall propose to enter into any transaction in which an
officer or Trustee of the Trust, the Advisor, or any Affiliate of the Trust or
the Advisor has a direct or indirect interest, then such transaction shall be
approved by a majority of the Board (including a majority of the Independent
Trustees).

13




     10. EXPENSES.

           
(a) In addition to the compensation paid to the Advisor
pursuant to Paragraph 9 hereof, the Trust or the Controlled Partnership, as
applicable, shall pay directly or reimburse the Advisor for all of the expenses
paid or incurred by the Advisor on behalf of the Trust, the Controlled
Partnership or their respective Affiliates, including, but not limited
to:

               
 (i) the Trust’s Organizational and Offering Expenses;
provided, however, that within 60 days of the Trust’s first filing with the
Securities and Exchange Commission, the Advisor shall reimburse the Trust for
any Organizational and Offering Expenses reimbursement received by the Advisor
pursuant to this Paragraph 10, to the extent that such reimbursement exceeds the
maximum amount permitted or, at the option of the Trust, such excess shall be
subtracted from the next reimbursement of expense to be made by the Trust
pursuant to this Paragraph 10. The Advisor shall be responsible for the payment
of all the Trust’s Organizational and Offering Expenses in excess of the maximum
amount permitted;

           
     (ii) Acquisition Expenses
incurred in connection with the selection and acquisition of
Investments;

             
   (iii) the actual cost of goods and services
used by the Trust or the Controlled Partnership and obtained from third parties,
other than Acquisition Expenses, (including brokerage fees paid in connection
with the purchase and sale of securities);

             
   (iv) interest and other costs for borrowed
money, including discounts, points, breakage fees and other similar
fees;

                
(v) taxes and assessments on income of the Trust or Properties;

             
   (vi) costs associated with insurance required
in connection with the business of the Trust, the Controlled Partnership or by
the Trustees;

              
  (vii) expenses of managing and operating Properties
owned by the Trust and the Controlled Partnership, whether payable to an
Affiliate of the Advisor, the Trust or the Controlled Partnership or a
non-affiliated Person;

             
   (viii) all expenses in connection with
payments to the Trustees and meetings of the Trustees, Shareholders and Limited
Partners;

                
(ix) expenses associated with Listing or with the issuance and
distribution of Shares and Securities, such as selling commissions and fees,
advertising expenses, taxes, legal and accounting fees, Listing and registration
fees, and other Organization and Offering Expenses;

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 (x) expenses connected with payments of Distributions in
cash or otherwise made or caused to be made by the Trust to the Shareholders or
distributions in cash or otherwise made or caused to be made by the Controlled
Partnership to its partners;

               
 (xi) expenses of organizing, revising, amending,
converting, modifying, or terminating the Trust, the Declaration of Trust, the
Controlled Partnership or the Agreement of Limited Partnership of the Controlled
Partnership;

             
   (xii) expenses of maintaining communications
with Shareholders and Limited Partners, including the cost of preparation,
printing, and mailing annual reports and other Stockholder or Limited Partner
reports, proxy statements and other reports required by governmental entities;
and

                
(xiii) audit, accounting and legal fees.

          
 (b) Expenses incurred by the Advisor on behalf of the
Trust or the Controlled Partnership and payable pursuant to this Paragraph 10
shall be reimbursed to the Advisor no less than monthly, unless otherwise agreed
in writing by the Advisor. The Advisor shall prepare a statement documenting the
expenses of the Trust and the Controlled Partnership and the calculation of the
Advisory Fees during each quarter, and shall deliver such statement to the Trust
and the Controlled Partnership within 45 days after the end of each
quarter.

      
     (c) Notwithstanding anything to
the contrary contained herein, the Advisor and its Affiliates will not be
reimbursed for certain Organizational and Offering expenses in the amount of $
incurred by the Advisor or its Affiliates prior to the Offering.

     11. OTHER SERVICES.
Should the Trustees request that the Advisor or any director, officer or
employee thereof render services for the Trust or the Controlled Partnership
other than set forth in Paragraph 3, such services shall be separately
compensated at such rates and in such amounts as are agreed by the Advisor and
the Independent Trustees of the Trust, subject to the limitations contained in
the Declaration of Trust, and shall not be deemed to be services pursuant to the
terms of this Agreement.

     12. REIMBURSEMENT
TO THE ADVISOR. For any year in which the Trust qualifies as a REIT, the Trust
shall not reimburse the Advisor at the end of any fiscal quarter Operating
Expenses that, in the four consecutive fiscal quarters then ended (the “Expense
Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets
or 25% of Net Income (the “2%/25% Guidelines”) for such year. Any Excess Amount
paid to the Advisor during a fiscal quarter shall be repaid to the Trust or, at
the option of the Trust, subtracted from the Operating Expenses reimbursed
during the subsequent fiscal quarter. If there is an Excess Amount in any
Expense Year and the Independent Trustees determine that such excess was
justified, based on unusual and nonrecurring factors which they deem sufficient,
the Excess Amount may be carried over 

15




and included in Operating Expenses in subsequent
Expense Years, and reimbursed to the Advisor in one or more of such years,
provided that Operating Expenses in any Expense Year, including any Excess
Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines. Within
60 days after the end of any fiscal quarter of the Trust for which total
Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, there
shall be sent to the shareholders a written disclosure of such fact, together
with an explanation of the factors the Independent Trustees considered in
determining that such excess expenses were justified. Such determination shall
be reflected in the minutes of the meetings of the Board. The Trust will not
reimburse the Advisor or its Affiliates for services for which the Advisor or
its Affiliates are entitled to compensation in the form of a separate fee. All
figures used in the foregoing computation shall be determined in accordance with
generally accepted accounting principles applied on a consistent
basis.

     13. OTHER
ACTIVITIES OF THE ADVISOR. Nothing herein contained shall prevent the Advisor
from engaging in other activities, including, without limitation, the rendering
of advice to other Persons (including, without limitation, other REITs) and the
management of other programs advised, sponsored or organized by the Advisor or
its Affiliates; nor shall this Agreement limit or restrict the right of any
Trustee, officer, employee, or stockholder of the Advisor or its Affiliates to
engage in any other business or to render services of any kind to any other
partnership, corporation, firm, individual, trust or association. The Advisor
may, with respect to any investment in which the Trust or the Controlled
Partnership is a participant, also render advice and service to each and every
other participant therein. The Advisor shall not have any obligation to
purchase, manage or sell for the Trust or the Controlled Partnership any
investment that the Advisor, its Affiliates or any of their respective clients
may purchase or sell for its or their own accounts, and the timing and amount of
any such purchase or sale by the Advisor, its Affiliates or any of their
respective clients may be different than any purchase or sale of the same
investment by Trust or the Controlled Partnership.

      
     Each of the Trust and the
Controlled Partnership hereby acknowledge that the Advisor and its Affiliates
currently, and in the future may, advise and manage other investment programs
some of which have, or may in the future have, similar objectives as the Trust
and the Controlled Partnership.

        
   If the Advisor or its Affiliates is presented
with a potential investment which might be made by the Trust or the Controlled
Partnership and by another investment program which the Advisor or its
Affiliates advises or manages, the Advisor shall allocate the investment in
accordance with the Advisor’s or its Affiliates’ allocation policies, as such
allocation policies may be amended from time to time. Such allocation policies
may allocate investment opportunities on a degree of concordance with investment
mandate, pro-rata, or other basis.

     The Advisor and its
Affiliates may aggregate sales and purchase orders with respect to transactions
for the Trust and the Controlled Partnership with similar orders being made
simultaneously for other programs managed by the Advisor or its
Affiliates.

16




The Advisor and its Affiliates are also
authorized to execute agency cross transactions with respect to transactions for
the Trust and the Controlled Partnership.

     14. RELATIONSHIP OF
PARTIES. The Trust and the Controlled Partnership, on the one hand, and the
Advisor on the other are not partners or joint venturers with each other, and
nothing in this Agreement shall be construed to make them such partners or joint
venturers or impose any liability as such on either of them.

     15. TERM;
TERMINATION OF AGREEMENT. This Agreement shall continue in force for a period of
one year from the date hereof, subject to an unlimited number of successive
one-year renewals upon mutual consent of the parties. It is the duty of the
Trustees of the Trust to evaluate the performance of the Advisor annually before
renewing the Agreement, and each such renewal shall be for a term of no more
than one year.

     16. TERMINATION BY ANY
PARTY. This Agreement may be terminated:

           (a) immediately by the Trust or the Controlled Partnership for
“cause,” or upon the bankruptcy of the Advisor, or upon a material breach of
this Agreement by the Advisor; provided, that such material breach is not
capable of being cured or has not been cured within thirty (30) days after the
giving of notice thereof by the Trust or the Controlled Partnership to the
Advisor;

           (b) without cause by a majority of the Independent Trustees of the
Trust or a majority of all Trustees of the Trust upon 60 days’ written notice;
or

           (c) by
the Advisor upon 60 days’ written notice.

       
    For purposes of this Paragraph 16,
“cause” means fraud, criminal conduct, willful misconduct or willful or
negligent breach of fiduciary duty by the Advisor in connection with performing
its duties hereunder.

     17. ASSIGNMENT TO
AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate with
the approval of a majority of the Trustees (including a majority of the
Independent Trustees). The Advisor may assign any rights to receive fees or
other payments under this Agreement without obtaining the approval of the
Trustees. This Agreement shall not be assigned by the Trust or the Controlled
Partnership without the consent of the Advisor, except in the case of an
assignment by the Trust or the Controlled Partnership to a corporation or other
organization which is a successor to all of the assets, rights and obligations
of the Trust or the Controlled Partnership, in which case such successor
organization shall be bound hereunder and by the terms of said assignment in the
same manner as the Trust and the Controlled Partnership are bound by this
Agreement.

17




     18. PAYMENTS TO AND
DUTIES OF ADVISOR UPON TERMINATION. Payments to the Advisor of unpaid expense
reimbursements pursuant to this Section 19 shall be subject to the 2%/25%
Guidelines to the extent applicable.

           (a) After the Termination Date, the Advisor shall not be entitled to
compensation for further services hereunder except it shall be entitled to
receive from the Trust within 30 days after the effective date of such
termination all unpaid reimbursements of expenses and all unpaid fees,
including, without limitation all unpaid Advisory Fees, that were earned by the
Advisor, or that otherwise accrued, prior to the termination of this
Agreement.

           (b)
The Advisor shall promptly upon termination:

                (i) pay over to the Trust or the Controlled Partnership, as the case
may be, all money collected and held for the account of the Trust or the
Controlled Partnership, respectively pursuant to this Agreement, after deducting
any accrued compensation and reimbursement for its expenses to which it is then
entitled;

             
  (ii) deliver to the Trustees a full accounting,
including a statement showing all payments collected by it and a statement of
all money held by it, covering the period following the date of the last
accounting furnished to the Trustees;

                (iii) deliver to the Trustees all assets, including Properties, and
documents of the Trust or the Controlled Partnership, as the case may be, then
in the custody of the Advisor; and

          
     (iv) cooperate with the Trust and
the Controlled Partnership, as the case may be, to provide an orderly management
transition.

     19. INDEMNIFICATION
BY THE TRUST AND THE CONTROLLED PARTNERSHIP. The Trust and the Controlled
Partnership shall indemnify and hold harmless the Advisor and its Affiliates,
including their respective officers, directors, partners and employees, from all
liability, claims, damages or losses arising in the performance of their duties
hereunder, and related expenses, including reasonable attorneys’ fees, to the
extent such liability, claims, damages or losses and related expenses are not
fully reimbursed by insurance, subject to any limitations imposed by the laws of
the State of Maryland, the Declaration of Trust or the Agreement of Limited
Partnership of the Controlled Partnership. Notwithstanding the foregoing, the
Advisor shall not be entitled to indemnification or be held harmless pursuant to
this Paragraph 19 for any activity which the Advisor shall be required to
indemnify or hold harmless the Trust or the Controlled Partnership pursuant to
Paragraph 20. Any indemnification of the Advisor may be made only out of the net
assets of the Trust and the Controlled Partnership and not from Shareholders or
Limited Partners. Notwithstanding the foregoing, neither the Trust nor the
Controlled Partnership may indemnify or hold harmless the Advisor, its
Affiliates, or any of their respective officers, directors, members, partners or
employees in any manner that would be inconsistent with the 

18




provisions of Section II.G of the REIT Guidelines
adopted by the North American Securities Administrators Association (the
“Indemnification Guideline”) which is incorporated herein by
reference.

     20. INDEMNIFICATION
BY ADVISOR. The Advisor shall indemnify and hold harmless the Trust and the
Controlled Partnership, including their respective officers, trustees,
shareholders, members, partners and employees, from contract or other liability,
claims, damages, taxes or losses and related expenses including attorneys’ fees,
to the extent that such liability, claims, damages, taxes or losses and related
expenses are not fully reimbursed by insurance and are incurred by reason of the
Advisor’s bad faith, fraud, willful misfeasance, gross negligence or reckless
disregard of its duties, but the Advisor shall not be held responsible for any
action of the Board or any Trustee in following or declining to follow any
advice or recommendation given by the Advisor.

     21. NOTICES. Any
notice, report or other communication required or permitted to be given
hereunder shall be in writing unless some other method of giving such notice,
report or other communication is required by the Declaration of Trust, the
Bylaws, or accepted by the party to whom it is given, and shall be given by
being delivered by hand or by overnight mail or other overnight delivery service
to the addresses set forth herein:

	To the Trustees and to  	  	Fidelity Property Income Trust 
  
	the Trust:  	  	82 Devonshire Street  
	  	  	Boston, MA 02109  
	  	  	Attention: John Barrie  
	  
	To the Controlled  	  	Fidelity Property Income Trust
      Limited  
	Partnership:  	  	Partnership  
	  	  	82 Devonshire Street  
	  	  	Boston, MA 02109  
	  	  	Attention: John Barrie  
	  
	To the Advisor:  	  	Pyramis Global Advisors Trust
      Company  
	  	  	82 Devonshire Street  
	  	  	Boston, MA 02109  
	  	  	Attention: John Barrie 
  



     Any party may at
any time give notice in writing to the other parties of a change in its address
for the purposes of this Paragraph 21.

     22. MODIFICATION.
This Agreement shall not be changed, modified, terminated, or discharged, in
whole or in part, except by an instrument in writing signed by all parties
hereto, or their respective successors or assignees.

     23. SEVERABILITY.
The provisions of this Agreement are independent of and severable from each
other, and no provision shall be affected or rendered invalid or 

19









unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


     24. CONSTRUCTION. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Maryland without regard to conflicts-of-law principles that would
require the application of any other law.


     25. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of
the trade inconsistent with any of the terms hereof. 


     26. INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such
waiver.


     27. GENDER. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine,
feminine or neuter, as the context requires.


     28. TITLES NOT TO AFFECT INTERPRETATION. The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to
be used in the construction or interpretation hereof.


     29. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and
all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the
signatories.


     30. INITIAL INVESTMENT. The Advisor or one of its Affiliates has made a capital contribution of $200,000 to the Controlled Partnership in exchange for partnership interests in the Controlled
Partnership. The Advisor may not sell any of such partnership interests while the Advisor acts in such advisory capacity to the Trust, provided, that such partnership interests may be transferred to Affiliates of the Advisor. The restrictions
included above shall not apply to any Shares, Securities or other interests in the 


20






Controlled Partnership that are currently held or
may be acquired by the Advisor or its Affiliates. The Advisor shall not vote any
Shares it now owns, or hereafter acquires, in any vote for the election of
Trustees or any vote regarding the approval or termination of any contract with
the Advisor or any of its Affiliates.

     31. SURVIVAL. The
provisions of Paragraphs 10, 18, 19 and 20 hereof shall survive the termination
of this Agreement.


	[signature page
      follows]




21




     IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date and year first
above written.

		 	FIDELITY PROPERTY INCOME  
		 	TRUST  
		 	  
		 	By:             
      ________________________
		 	 
                       Name:  
		 	 
                       Title:  
		 	  
		 	  
		 	FIDELITY PROPERTY INCOME  
		 	TRUST, LIMITED PARTNERSHIP  
		 	  
		 	By:             
      Fidelity Property Income Trust,  
		 	 
                     
       its General Partner 
    
		 	  
		 	By:             
      ________________________
		 	 
                       Name:  
		 	 
                       Title:  
		 	  
		 	  
		 	PYRAMIS GLOBAL ADVISORS  
		 	TRUST COMPANY  
		 	  
		 	By:             
      ________________________
		 	 
                       Name:  
		 	 
                       Title:  



22