Exhibit 10.6








Exhibit
10.6

Summary
of 2004 Compensation Determinations

and
2005 Compensation Criteria




2004
Cash Bonus Awards




On May 6,
2005, the Compensation Committee approved cash bonus awards to the Chief
Executive Officer (“CEO”) and each of the other named executive officers, in
respect of the year ended December 31, 2004, payable in cash in May 2005. The
cash bonus awards were made pursuant to the Company’s Cash Bonus
Plan (the
“Cash Bonus Plan”). 




For 2004,
the Compensation Committee determined that the cash bonus component of the
potential incentive compensation award be a maximum of 50% of the CEO and each
of the other named executive officers’ base salary. The Compensation Committee
determined that 75% of the cash bonus award consisted of a Cash Available for
Distribution component (the “CAD Component”) and the remaining 25% was based on
the Compensation Committee’s subjective determination of the CEO and each of the
other named executive officers’ achievement of position specific goals that were
agreed to at the time of adopting the Cash Bonus Plan (the “Individual
Component”).




The table
sets forth the CAD hurdles and the amount of potential CAD that would be earned
by the named executive officers upon achieving those hurdles. 

 


	
      CAD
      HURDLES
	
      %
      of CAD Component Earned

	
      $13.6m
      up to $14.0m
	
      50%

	
      $14.0m
      up to $14.8m
	
      75%

	
      $14.8m
      or greater
	
      100%







The CAD
hurdles became unattainable by the end of 2004 due to acquisition timing and its
interplay with our stock offering later in the year in 2004: Because the CAD
fell short of the minimum $13.6 million for 2004, none of the named executive
officers were eligible for the CAD Component of the cash bonus.




The
Individual Component of the bonus, however, consisted of a well-tailored program
to meet many of the Company’s intermediate goals for the year, was very
successful. All named executive officers met the goals that were set by the
Compensation Committee and; therefore, each of the named executive officers was
eligible for payout of the Individual Component consisting of between 25% to 50%
of their 2004 base salary. This translated into a 12.5% cash bonus award for
2004 for the CEO and each of the other named executive officers.




Based
upon the foregoing, the 2004 cash bonus awards were as follows:

 


	
      Executive
      Officer
	 	
      CASH
      BONUS AWARD

	
      Hasu
      P. Shah
	 	
      $28,125

	
      Jay
      H. Shah
	 	
      $25,000

	
      Ashish
      R. Parikh
	 	
      $21,875

	
      Neil
      H. Shah
	 	
      $18,750

	
      Kiran
      P. Patel
	 	
      $6,250

	
      David
      L. Desfor
	 	
      $6,250







2005
Officer Compensation




On May 6,
2005, the Compensation Committee reviewed the total compensation packages
(including annual salary, restricted stock awards and potential bonus awards)
for each of the CEO and the other key officers of the Company and made the
following recommendations for fiscal year 2005, effective as of May 6,
2005:

 


























	
      Named
      Executive Officer
	
      SALARY
	
      RESTRICTED
      STOCK
	
      POTENTIAL CASH
      BONUS
      AWARD

	
      Hasu
      P. Shah, Chief Executive Officer
	
      $300,000
	
      10,000
	
      25%
      - 50% of base salary

	
      Jay
      H. Shah, President and Chief Operating Officer
	
      $250,000
	
      25,000
	
      25%
      - 50% of base salary

	
      Neil
      H. Shah, Executive Vice President
	
      $200,000
	
      15,000
	
      25%
      - 50% of base salary

	
      Ashish
      R. Parikh, Chief Financial Officer
	
      $200,000
	
      15,000
	
      25%
      - 50% of base salary

	
      David
      L. Desfor, Treasurer
	
      $100,000
	
      5,000
	
      25%
      - 50% of base salary

	
      Kiran
      P. Patel, Secretary
	
      $50,000
	
      1,000
	
      25%
      - 50% of base salary




 

The
Compensation Committee determined that the CEO, who also serves as Executive
Chairman of the Board, and any other executive officers who serve on the Board
will not receive any board fees. 




On May 6,
2005, the Compensation Committee approved the above referenced grants of
restricted stock. The restricted stock awards vest 25% per year, but 100% of the
dividends are available to the each of the recipients upon the date of grant.
The restricted stock awards will be effective on June 1, 2005. 




2005
Cash Bonus Plan




In
addition, on May 6, 2005, the Compensation Committee, approved the 2005 Annual
Incentive Compensation Plan for executive officers and certain other key
employees of the Company (the “Cash Bonus Plan”). The Cash Bonus Plan is not set
forth in a written agreement. 




For
fiscal 2005, the Compensation Committee established opportunities for a cash
bonus of between 25% to 50% of base salary under the Cash Bonus Plan that could
be earned on the basis of certain financial metrics together with specific
individual performance objectives that will be determined by the Compensation
Committee. Eligibility for 25% of the bonus award occurs upon an FFO per share
increase of 5% from 2004, and 50% of the potential cash bonus award is achieved
upon an FFO increase of 10% from 2004. An additional threshold for eligibility
for a cash bonus award by the CEO and each of the named executive officers
include a dividend payout of less than or equal to 98% of FFO. The Compensation
Committee also established additional position specific financial and other
performance goals for each of the CEO and named executive officers. Bonus
payments under the Cash Bonus Plan will be paid in one annual payment shortly
after the end of the 2005 calendar year if the Compensation Committee determines
that the performance criteria are met.