EXHIBIT 10.8


 


EXECUTION VERSION


 


West Coast Realty Trust, Inc.


650 Howe Avenue, Suite 730


Sacramento, CA 95825


 


May 11, 2012


 


Mr. David A. Rane


2402 Calle San Clemente


Encinitas, CA 92024


 


Re:        Offer of
Employment


 


Dear David:


 


West Coast Realty Trust, Inc., a Maryland
corporation (“WCRT”) is pleased to extend to you an offer of part-time employment as WCRT’s Chief Financial
Officer in accordance with the following terms and conditions.


 


Position Description. As WCRT’s
Chief Financial Officer, you will be responsible for undertaking the following matters and such other customary matters as may
be requested of you by WCRT’s President and Chief Executive Officer (the “CEO”):


 


1.          Oversee
the preparation of, and execute, all applicable documents, filings and reports as the principal financial officer and principal
accounting officer of WCRT for purposes of WCRT’s filings with the U.S. Securities and Exchange Commission (the “SEC”)
and, in connection therewith, be responsible for: (a) all accounting and financial reporting and controls of WCRT and its subsidiaries
and (b) all financial related disclosure controls and procedures of WCRT and its subsidiaries.


 


2.          Oversee
the design and implementation of WCRT’s accounting and finance function, including accounting and disclosure controls and
procedures in compliance with the relevant provisions of the U.S. securities laws and applicable stock market regulations.


 


3.          Oversee
WCRT’s annual audit (on a consolidated basis with WCRT’s subsidiaries), including communications and interactions with
WCRT’s independent registered accounting firm, the Board of Directors of WCRT or a designated committee thereof (the
“Board”), the CEO and WCRT’s outside legal counsel.


 


4.          Oversee
the preparation and filing of WCRT’s (on a consolidated basis with WCRT’s subsidiaries) annual and quarterly financial
statements and reports (including the Management’s Discussion and Analysis of Financial Condition and Results of Operations
contained therein) and all other SEC reports and filings in conformance with all SEC rules and regulations and generally accepting
accounting principles of the United States of America.


 


5.          Oversee
the preparation of all federal, state and local tax returns and payment of all applicable income, franchise or other taxes for
WCRT and its subsidiaries).


 



    	 



    	 



    

 


Mr. David A. Rane


May 11, 2012


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6.          Assist
WCRT in its communications with the SEC and all other applicable regulatory authorities.


 


You will report directly to the CEO. You
will be an “executive officer” of WCRT for SEC reporting purposes.


 


Start Date/Time of Service/At Will Employment.
Your starting date will be as of April 1, 2012. You will be required to devote to WCRT’s business and affairs the amount
of time necessary to fulfill the responsibilities set forth above as determined by the CEO in his sole discretion. Your employment
by WCRT will be at will and you will not be entitled to severance if you are terminated.


 


Salary and Benefits.  You will receive
the following compensation and benefits:


 


1.          You
will be compensated on an hourly basis (subject to standard deductions) of $150.00 per hour, payable in accordance with WCRT’s
prevailing payroll practices. Any changes in your compensation shall be subject to the approval of the CEO and the Board.


 


2.          Each
year you will be eligible receive a stock option award and stock and/or cash bonus in amounts to be determined by the CEO in consultation
with (and subject to the approval of) the Board. Options will be priced at the time of the award and will vest in a manner approved
by the Board.


 


3.          You
will be entitled to other customary employee benefits as may be approved or modified from time to time by the CEO and/or the Board
in their discretion.


 


You agree that that you will not, at any
time during your employment by WCRT or thereafter, effect, directly or indirectly, any transactions involving WCRT’s securities
while in possession of material non-public information regarding WCRT.


 


If the above terms are acceptable, please
sign in the appropriate place below and return an executed copy of this letter to me, which shall signify your agreement to the
terms set forth herein.


 


	 	Sincerely,
	 	 
	 	/s/ Jeffrey B. Berger
	 	 
	 	Jeffrey B. Berger
	 	President and Chief Executive Officer
	 	West Coast Realty Trust, Inc.


 


Acknowledged and agreed to as of the date
set forth below:


 


	/s/ David A. Rane	 
	David A. Rane	 
	 	 
	Dated: May 11, 2012	 


 



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