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                                                                    EXHIBIT 10.2

                 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").

                               W I T N E S S E T H

         WHEREAS, the Company is offering shares of common stock to the public
pursuant to a registered prospectus (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; and

         WHEREAS, the parties have resolved to enter into this Agreement to
describe in greater detail the services to be provided and the terms of
compensation for such services.

         NOW THEREFORE, the parties covenant and agree as follows:

         1.       Property Acquisition Services.

                  (a) Genesis shall locate prospective acquisition properties
                      for the Company that meet the acquisition criteria
                      established in the Prospectus; investigate the purchase
                      terms and all material aspects and characteristics of the
                      proposed acquisition property; negotiate with the seller
                      the proposed acquisition terms; engage legal counsel;
                      oversee preparation of and review the purchase
                      documentation and monitor the closing for the purchased
                      property to insure that all acquisition terms 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.

                  (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:

                      (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 4 percent of the
                            property purchase price.

                      (ii)  The limitations imposed above shall be complied with
                            at all times.


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                  (c) Within 30 days after completion of the last acquisition,
                      Genesis shall cause to be forwarded to the appropriate
                      state securities commissioners, including California, 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 for which both entities have
                      sufficient uninvested funds, then the entity which has had
                      the longer period of time elapse since it was offered an
                      investment opportunity will first be offered the
                      investment opportunity. In determining whether or not an
                      investment opportunity is suitable for more than one
                      program, Genesis will examine such factors, among others,
                      as the cash requirements of each program, the effect of
                      the acquisition both on diversification of each program's
                      investments by types of properties and geographic area,
                      and on diversification of the tenants of its properties
                      (which also may affect the need for one of the programs to
                      prepare or produce audited financial statements for a
                      property or a tenant), the anticipated cash flow of each
                      program, the size of the investment, the amount of funds
                      available to each program, and the length of time such
                      funds have been available for investment. If a subsequent
                      development, 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 and its
                      affiliates, to be more appropriate for an entity other
                      than the entity which committed to make the investment,
                      however, Genesis has the right to agree that the other
                      entity affiliated with Genesis or its affiliates may make
                      the investment.

         2.       Property Disposition Services

                  (a) Genesis shall locate purchasers of the Company properties
                      pursuant to the disposition criteria established by the
                      Company; negotiate with the purchaser the proposed sale
                      terms; engage legal counsel; oversee preparation of sale
                      documentation and monitor the closing of the transaction.
                      In performing 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 Company properties
                      if it provides substantial real estate brokerage services
                      in connection with such sale, provided the aggregate
                      compensation does not exceed an amount equal to a
                      competitive real estate commission but in any event not to
                      exceed 3 percent of the contract price for the sale of the
                      property.


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                  (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 or its affiliate may provide administrative
                      services to the Company necessary for its prudent
                      operation, including transfer agent support. Such services
                      may include computer, secretarial, correspondence,
                      reception, copying, telecopying, similar office functions
                      and activities.

                  (b) For providing such services, Genesis shall be paid monthly
                      a fee of 3 percent of the gross 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
                      expenses incurred on behalf of the Company in performing
                      its services hereunder. "Costs" may include an allocable
                      share of the administrative overhead expense incurred by
                      Genesis or its affiliate in furnishing the said services,
                      provided that such overhead allocation shall be verified
                      according to the provisions set forth in paragraph 3(e)
                      above.

                  (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
                      that general and administrative overhead incurred by
                      Genesis which is not directly attributable to the
                      rendering of services authorized by this paragraph are not
                      being charged to the Company. The method of verification
                      shall at a minimum provide:

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

                      (ii)  a review of the specific nature of the work
                            performed by each employee.

         4.       Property Management.

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                  (a) The Company's properties will be managed by Genesis as is
                      necessary for the prudent operation of the Company's
                      properties. 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 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 of 3 percent of the gross 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
                      expenses incurred on behalf of the Company in performing
                      its services hereunder. "Costs" may include an allocable
                      share of the administrative overhead expense incurred by
                      Genesis or its affiliate in furnishing the said services,
                      provided that such overhead allocation shall be verified
                      according to the provisions set forth in paragraph 3(e)
                      above.

         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 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.

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                  (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 dated
                      October 10, 2002, 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.

                  (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 the _____ day of
December, 2002.

                                                Gen-Net Lease Income Trust, Inc.



                                           By:__________________________________
                                                Jerry D. Bringard, President


                                                Genesis Financial Group, Inc.



                                           By:__________________________________
                                                D. James Barton, President

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