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                                                                    EXHIBIT 10.4


             SECOND AMENDED AND RESTATED OMNIBUS SERVICES AGREEMENT

         THIS AGREEMENT is entered into by and among Gen-Net Lease Income Trust,
Inc., a Michigan corporation (the "Company") and Genesis Financial Group, Inc.,
a Michigan corporation ("Genesis").

                                   WITNESSETH

         WHEREAS, the Company is offering shares of common stock to the public
pursuant to a registered prospectus as supplemented from time to time (the
"Prospectus");

         WHEREAS, the Prospectus provides that various services will be
furnished to the Company by Genesis and these services and the compensation
terms to be paid by the Company are generally described in the Prospectus;

         WHEREAS, the parties have entered into this Agreement setting forth by
contract the services to be provided and the terms of compensation for such
services; and

         WHEREAS, the parties have determined to amend and restate effective as
of June 2, 2003, this Agreement.

         NOW THEREFORE, the parties covenant and agree as follows:

         1.       Property Acquisition Services.

                  (a)      Genesis shall be the Company's primary but not
                           exclusive agent for identifying prospective
                           acquisition properties ("Property") for the Company
                           that meet the acquisition criteria established in the
                           Prospectus; investigating the purchase terms and all
                           material aspects and characteristics of the Property;
                           performing due diligence on the Property, assist the
                           Company in negotiating the acquisition terms for the
                           Property, overseeing preparation of and reviewing the
                           purchase documentation and monitoring the closing for
                           the Property to insure that all acquisition terms
                           approved by the Company are satisfied and that all
                           acquisition requirements set forth in the Prospectus
                           have been met in all material respects. In performing
                           the foregoing activities, Genesis shall be subject to
                           the direction of the Company and the Company shall
                           have final approval of all final actions and
                           agreements. Without limiting the foregoing, in no
                           event shall Genesis have any authority to (a) bind
                           the Company to any obligations with a third party;
                           (b) to draw on or commit Company funds; (c) purchase
                           Property in its own name, for the benefit of the
                           Company; or (d) organize remote entities as part of
                           Property acquisitions in which the controlling person
                           of said entity is any one other than the Company.

                  (b)      The Compensation to be received by Genesis shall be
                           reasonable and shall be payable only for services
                           actually rendered directly or indirectly and subject
                           to the following conditions:


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                           (i)      The total of all such compensation paid to
                                    everyone involved in the acquisition
                                    transaction by the Company and/or any other
                                    person shall be deemed to be presumptively
                                    reasonable if it does not exceed the lesser
                                    of such compensation customarily charged in
                                    arm's length transactions by others
                                    rendering similar circumstances as an
                                    on-going public activity in the same
                                    geographical location and for comparable
                                    property or an amount not to exceed four
                                    percent (4%) of the Property's purchase
                                    price, provided that within the above cap of
                                    four percent (4%) the fee paid by the
                                    Company to Genesis for providing its
                                    acquisition services pursuant to this
                                    Agreement shall not exceed an amount equal
                                    to one percent (1%) of the Property's
                                    purchase price which shall be due and
                                    payable at closing on the purchase of the
                                    Property.

                           (ii)     All costs incurred by Genesis in connection
                                    with performing its acquisition services as
                                    provided for herein shall be borne by
                                    Genesis unless otherwise specifically agreed
                                    by the Company in writing in advance.

                  (c)      Within 30 days after completion of the last
                           acquisition, Genesis shall cause to be forwarded to
                           the appropriate state securities commissioners,
                           California being recognized as one of them, a
                           schedule, verified by a duly authorized officer under
                           penalty of perjury, reflecting:

                           (i)      each Property acquisition made;

                           (ii)     the purchase price paid; and

                           (iii)    the aggregate of all acquisition fees paid
                                    on each transaction.

                  (d)      In the event that an investment opportunity becomes
                           available which is suitable for both the Company and
                           a public or private entity with which Genesis or its
                           affiliates are affiliated (collectively, "Genesis")
                           for which both the Company and Genesis have
                           sufficient uninvested funds, then the investment
                           opportunity will be offered first to the Company. If
                           a circumstance such as a delay in the closing of a
                           property or a delay in the construction of a
                           property, causes any such investment, in the opinion
                           of Genesis to be more appropriate for an entity other
                           than the Company, Genesis has the right to agree that
                           the other entity may be presented with the investment
                           opportunity ahead of the Company.

         2.       Property Disposition Services.

                  (a)      Genesis shall, on a non-exclusive basis as an agent
                           for the Company, locate purchasers of the Company
                           properties pursuant to the disposition criteria
                           established by the Company; assist the Company in
                           negotiating with the purchaser the proposed sale
                           terms; oversee preparation of sale documentation and
                           monitor the closing of the transaction. In performing



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                           all of the foregoing activities, Genesis shall be
                           subject to the direction of the Company and the
                           Company and the Company shall have final approval of
                           all final actions and agreements.

                  (b)      Genesis shall be entitled to receive, in the
                           aggregate, a real estate commission upon the sale of
                           a Company Property if it provides substantial real
                           estate brokerage services in connection with such
                           sale as described in paragraph 2(a) above, provided
                           the aggregate compensation does not exceed an amount
                           equal to a competitive real estate commission but in
                           any event not to exceed three percent (3%) of the
                           contract price for the sale of the property.

                  (c)      The total commission paid to all persons for the sale
                           of a Company property shall be limited to an amount
                           which does not exceed a competitive real estate
                           commission but in any event not to exceed four
                           percent (4%) of the contract price for the sale of
                           the property.

         3.       Administrative Services.

                  (a)      Genesis may provide administrative services to the
                           Company necessary for its prudent operation,
                           including transfer agent support and investor
                           relations communications. Administrative services may
                           include computer, secretarial, correspondence,
                           reception, copying, telecopying, similar office
                           functions and activities. All persons performing work
                           in support of the Company shall report to and be
                           directly responsible to the Company's officers, in
                           such a manner as the Company's officers shall
                           determine.

                  (b)      For providing such services, Genesis shall be paid
                           monthly in an amount equal to Genesis' actual
                           out-of-pocket costs for providing its employees to
                           perform said services plus an overhead factor to
                           cover Genesis' heat, light, rent, taxes and other
                           utilities allocable to the Company for providing said
                           services. The Company shall reimburse Genesis based
                           on a monthly invoice form Genesis to the Company
                           which itemizes in detail the specific out-of-pocket
                           costs and the overhead factor. The overhead factor
                           shall be based on a reasonable allocation for the
                           Company's share of Genesis' costs for heat, light,
                           rent, taxes and other utilities assuming these items
                           are not a part of rent. Said payments may be
                           periodically reviewed by a majority of the Company's
                           directors including a majority of its Independent
                           Directors prior to becoming effective and said
                           payments are subject to revision based on the Board's
                           findings. In no event shall Genesis be paid for its
                           services which exceeds the price that would be
                           charged by unaffiliated persons rendering similar
                           services in the same geographic location. All costs
                           incurred by Genesis in furnishing the said services,
                           shall be verified according to the provisions set
                           forth in paragraph 3(e) below.



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                  (c)      In connection with providing such services Genesis
                           represents that it has currently the key staff
                           personnel and can acquire supporting staff personnel
                           as may be necessary depending on the number of
                           shareholders in the Company to provide the services
                           referred to in paragraph 3(a) above.

                  (d)      Genesis further represents that it has previously
                           engaged in the business of rendering such services
                           independently as an ordinary and ongoing business on
                           behalf of other affiliated companies or partnerships.

                  (e)      In connection with the annual report to investors,
                           the Company shall cause its independent auditors to
                           verify on a spot-check basis that beginning in 2004,
                           costs incurred by Genesis which are not directly
                           attributable or allocable to the rendering of
                           services authorized by this paragraph are not being
                           charged to the Company. The method of review shall at
                           a minimum require a spot check review:

                           (i)      of the time records of individual Genesis
                                    employees, the cost of whose services were
                                    reimbursed; and

                           (ii)     of the specific nature of the work performed
                                    by Genesis employees.

         4.       Property Management.

                  (a)      The Company's properties will be managed by Genesis
                           as is necessary for the prudent operation of the
                           Company's properties pursuant to the terms of the
                           attached form of Property Management Agreement
                           (incorporated herein by reference) one or more of
                           which shall be executed by the parties covering each
                           Property. Presently, Genesis has an adequate staff to
                           be able to render such services to the Company which
                           it utilizes in the conduct of its business.

                  (b)      Property management services will include, but not be
                           limited to, providing leasing services, assisting in
                           negotiating leases, providing monthly property
                           reports, collecting, depositing and accounting for
                           rents, periodically verifying tenant payments of real
                           estate taxes and insurance premiums and periodic
                           inspection of properties and tenants' sales receipts
                           records, where applicable under the leases.

                  (c)      For providing such services, Genesis shall be paid
                           monthly a fee, in arrears of 3 percent of the gross
                           collected rental revenues of the Properties, such fee
                           to be reviewed and approved by a majority of the
                           Company's directors including a majority of its
                           Independent Directors prior to becoming effective. In
                           no event shall Genesis be paid a fee for its services
                           which shall exceed the price that would be charged by
                           unaffiliated persons rendering similar services in
                           the same geographic location. Genesis shall also be
                           entitled to be reimbursed for its actual
                           out-of-pocket costs and



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                           expenses incurred on behalf of the Company in
                           performing its services hereunder other than for
                           salaries, rent, light, heat, telephone and other
                           items of normal office overhead.

         5.       Sale of Goods.

                           Genesis agrees that under no circumstances will it or
                           any affiliate sell any goods to the Company. In the
                           event that Genesis or any Genesis affiliate acquires
                           goods for the Company for which it seeks
                           reimbursement, such reimbursement shall be for the
                           actual cost of the goods acquired and only to the
                           extent used by the Company.

         6.       Contract Term, Amendment and Termination.

                  (a)      This Agreement shall commence on the date it is
                           signed by both parties and continue for a period of
                           12 months thereafter. It supercedes all prior Omnibus
                           Services Agreements between the parties. It will
                           automatically renew for successive 12 month periods
                           unless terminated pursuant to subparagraph (c) below.

                  (b)      This Agreement shall not be amended or modified in
                           any material respect except by a majority vote of the
                           Board of Directors of the Company including a
                           majority of the Company's Independent Directors.

                  (c)      This Agreement may be terminated by either party
                           without penalty on 60 days' prior written notice to
                           the other party.

         7.       Miscellaneous.

                  (a)      This Agreement shall be enforced and construed in
                           accordance with the laws of the State of Michigan.

                  (b)      At all times while performing its obligations under
                           this Agreement, Genesis shall be under the direction
                           of the Company, its officers and/or Directors, who
                           shall have final approval of authority on all of
                           Genesis' activities. Further, nothing in this
                           Agreement is intended to vest in Genesis the
                           responsibility for directing or performing the
                           day-to-day business affairs of the Company, which
                           shall at all times remain the obligation of the
                           Company's officers and Directors as the case may be.
                           The parties specifically intend that Genesis shall
                           not be an "Advisor" of the Company as that term is
                           defined in the NASAA Statement of Policy Regarding
                           Real Estate Investment Trusts.

                  (c)      If any provision of this Agreement is in conflict
                           with any provision of the Company's Bylaws or
                           Prospectus or the blue sky rules applicable to real
                           estate programs, such provisions shall be null and
                           void and the remainder of the Agreement shall remain
                           in full force and effect.



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                  (d)      This Agreement shall terminate, unless terminated
                           sooner by a default hereunder or by other terms of
                           the agreement, at such time as the Company is
                           liquidated and terminated pursuant to the terms of
                           the Company's Articles of Incorporation.

         Entered into by and between the parties hereto as of June 2, 2003.



                                          Gen-Net Lease Income Trust, Inc.


                                          By: /s/ Thomas D. Peschio
                                              ----------------------------------
                                              Thomas D. Peschio, President


                                          Genesis Financial Group, Inc.


                                          By: /s/ D. James Barton
                                              ----------------------------------
                                              D. James Barton, President



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