exhibit1025.htm


     

    Exhibit
10.25

     

     

    PROPERTY
MANAGEMENT AGREEMENT

    


    


    This
PROPERTY MANAGEMENT
AGREEMENT (the “Agreement”), entered into as of this 9th day of April,
2010, by  Bell BR Meadowmont, LLC, a Delaware limited liability
company (“Owner”) and Bell Partners Inc., a North Carolina corporation
(“Manager”).

    


    IN CONSIDERATION of the mutual
covenants and promises each to the other made herein, the Owner does hereby
engage Manager exclusively as an independent contractor, and the Manager does
hereby accept the engagement, to rent, lease, operate, repair and manage the
property more particularly described below (the “Project”) upon the following
terms and conditions.

    


    THE PROPERTY: Located in the
Town of Chapel Hill, Counties of Orange and Durham, State of North Carolina and
being known to consist of 258 units, and more particularly described
as:

    


    Apartments at
Meadowmont:

    100 Village Crossing
Drive

    Chapel Hill,
NC  27517

    


    SECTION
1: DEFINITIONS

    


    1.01
TERM

    The term
of this Agreement shall commence on the date hereof and shall, subject to the
provisions hereof, terminate twelve (12) months following the date hereof.  This Agreement
will automatically renew on a year to year basis thereafter until and unless
terminated in accordance with the terms hereof.

    


    1.02
FEES

    The
management fee (“Base Management
Fee”) payable each
month by Owner to Manager hereunder shall be an amount equal to three percent
(3)% of the Gross
Receipts from the Project.  Owner is entering into a $28,500,000
Mortgage Loan (the “Loan”), evidenced by that
certain Multifamily Note dated as of April 9, 2010 (the “Note”), from Owner to
CWCapital LLC/Freddie Mac, and secured by that certain Multifamily Deed of
Trust, Assignment of Rents and Security Agreement and Fixture Filing dated as of
April 9, 2010 (the “Security
Instrument”). Notwithstanding anything herein to the contrary, so long as
any indebtedness is outstanding under the Security Documents (as defined below):
(i) Owner shall not pay and Agent shall not collect any Management Fees in
excess of 3% of aggregate gross monthly income received by Owner from the
operation of the Property (“Excess Management Fees”),
until Owner has paid all operating expenses (including the management fee),
monthly principal , interest, escrows, insurance reserves and other required
items or charges due under the Security Documents; (ii) after Manager has notice
of or acquires actual knowledge of an Event of Default under the Security
Instrument (a “Default
Notice”), Manager shall not be entitled to receive any Excess Management
Fees; (iii) if payment of Excess Management Fees is included with payment of
Management Fees after a Default Notice, Manager will be entitled to retain only
that part of the payment which is not Excess Management Fees; (iv) if Manager
receives Excess Management Fees after the Default Notice, Manager agrees that
such Excess Management fees will be received and held in trust for Secured
Party, to be applied to amounts due under the Security Instrument; and (v) this
Management Agreement is terminable by Owner without cause upon not 

    
      
         


      

      
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more
than thirty (30) days written notice without the payment of penalty or
fee.  For purposes hereof, the term “Security Documents” has the
meaning assigned to that term in the Security Instrument, and the term “Secured Party” means the owner
and holder from time to time of the Note and the other Security Documents.
Notwithstanding the above, this Agreement does not contemplate or include
Manager’s entitlement to any Excess Management Fees.

    


    Yieldstar.  Owner
agrees to deploy Yield Management (the process of balancing supply and demand to
price apartments to maximize rental revenue) at the Project.  Manager
will provide pricing authority support services in exchange for cost-offset
compensation of One Dollar ($1.00) per unit per month.  Licensing fees
and software costs to run Yield Management software shall be paid by Owner to
Yieldstar as a normal operating expense at a cost of a one-time licensing fee of
$1,500 and a monthly user fee of $1.00 per unit.  Yield Management
pricing authority support services provided by Manager shall include daily
monitoring of apartment pricing, quarterly reporting and bi-weekly conference
calls with site staff.  The Manager will review pricing
recommendations and shall have final authority for making pricing decisions
concerning the Project. Manager will be responsible for set-up and maintenance
of the Yield Management software.

    


    Ops
Technology.  Owner agrees to deploy Ops Technology (enables suppliers
and service providers to present targeted pre-negotiated catalog pricing,
receive orders electronically, and insert electronic invoices into the Manager’s
payment processing system) at the Project.  Manager will provide
oversight of the e-procurement and invoicing management platform at a cost (all
paid to the service provider and not to Manager) of a one-time licensing fee of
$1,200, monthly use fee of $165 and a per invoice processing fee of $1.75, which
typically averages $119 per month for a Project of this size. Based on the
number of invoices processed, however, the actual cost may vary month to
month.   Licensing, user and invoice processing costs shall be
paid by the Owner as a normal operating expense.

    


    Owner
shall pay to Manager a payment of 10%
of upfront payments for negotiating video (cable), data (internet), voice
(phone) and laundry agreements on behalf of the Owner, estimated at
approximately, $5,000.00.

    


    If
additional services not outlined herein are required by the Owner or Manager,
Owner shall pay Manager for such additional services under the terms and
conditions to be agreed upon by the parties.  Manager shall be under
no obligation to provide such additional services unless and until the parties
have entered into a written agreement reflecting the terms and conditions
thereof.

    


    1.03
DEPOSITORY

    An FDIC
insured bank located in the United States of America, designated by Manager and
approved by Owner.

    


    1.04
FISCAL YEAR

    The year
beginning January 1st and ending December 31st.

    


    1.05
BUDGET

    A
composite of (i) an operations Budget, which shall be
an estimate of receipts and expenditures for the full and complete operation
(inclusive of all maintenance, 


    
      
         


      

      
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repairs
and alterations) of the Project during a Fiscal Year, including a schedule of
expected apartment rentals (excluding security deposits) for the period stated
herein and a schedule of expected special repairs and maintenance projects, (ii)
a capital Budget, which shall be an estimate of capital replacements,
substitutions of, and additions to, the Project for the Fiscal
Year.

    


    1.06
GROSS RECEIPTS

    The
entire amount of all receipts, determined on a cash basis, from (a) tenant
rentals, parking rent and other charges collected pursuant to tenant leases for
each month during the term hereof; provided, however, that there shall be
excluded from tenant rentals any refundable tenant security deposits (except as
provided below); (b) cleaning, tenant security and damage deposits forfeited by
tenants in such period; (c) tenant reimbursements for utilities (gas, electric,
water and sewer); (d) video (cable), data (internet), local or long-distance
services (voice), laundry and vending machine income and other ancillary revenue
generated as a percentage of gross receipts; (e) any and all receipts from the
operation of the Project received and relating to such period; (f) proceeds from
rental interruption insurance; and (g) any other sums and charges collected in
connection with termination of the tenant leases.  Gross Receipts do
not include the proceeds of (i) any sale, exchange, refinancing, condemnation,
or other disposition of all or any part of the Project, (ii) any loans to the
Owner whether or not secured by all or any part of the Project, (iii) any
capital contributions to the Owner, (iv) any insurance (other than rental
interruption insurance) maintained with regard to the Project, or (v) proceeds
of casualty insurance or damage claims as a result of damage or loss to the
Project.

    


    1.07
PROJECT EMPLOYEES

    Those
persons employed by Manager and located on-site as a management staff; e.g.,
senior manager, manager, assistant managers, leasing agents, maintenance
personnel, courtesy officers, and other personnel necessary to be directly employed by the Manager in order
to maintain and operate the Project.

    


    SECTION
2: DUTIES AND RIGHTS OF MANAGER

    


    2.01
APPOINTMENT OF MANAGER

    During
the term of this Agreement, Manager agrees, for and in consideration of the
compensation provided in Section 1.02, and Owner hereby grants to Manager the
sole and exclusive right, to supervise and direct the leasing, management,
repair, maintenance and operation of the Project as per the authority granted
herein.  All services performed by Manager under this Agreement shall
be done as an independent contractor of Owner.  All obligations or
expenses incurred hereunder, including the pro rata portion used in connection
with, or for the benefit of the Project for all purchases, contracts, sales or
services in bulk or volume which Manager may obtain for discount or convenience
in connection thereof shall be for the account of, on behalf of, and at the
expense of, Owner except as otherwise specifically provided. Owner shall be
obligated to reimburse Manager for all expenses of Manager incurred specifically
for the Project.

    


    


    2.02
GENERAL OPERATION

    Manager
shall operate the Project in the same manner as is customary and usual in the
operation of comparable facilities, and shall provide such services as are



    
      
         


      

      
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customarily
provided by operators of apartment projects of comparable class and standing
consistent with the Project's facilities, subject, however, in all events to the
limitations of the Budget.  In addition to the other obligations of
Manager set forth herein, Manager shall render the following services and
perform the following duties for Owner in a timely, faithful, diligent and
efficient manner: (a) coordinate the plans of tenants for moving their personal
effects into the Project or out of it, with a view toward scheduling such
movements so that there shall be a minimum of inconvenience to other tenants;
(b) maintain businesslike relations with tenants whose service requests shall be
received, considered and recorded in systematic fashion in order to show the
action taken with respect to each; (c) use its commercially reasonable efforts
to collect all monthly rents due from tenants and rent for users or lessees of
other non-dwelling facilities in the Project, if any; request, demand, collect,
receive and receipt for any and all charges or rents which become due to Owner,
and at Owner's expense, take such legal action as may be necessary or desirable
to evict tenants delinquent in payment of monthly rental, other charges
(security deposits, late charges, etc.); (d) prepare or cause to be prepared for
execution and filing by the Manager as an independent contractor all forms,
reports and returns required by all federal, state or local laws in connection
with the unemployment insurance, workers' compensation insurance, disability
benefits, Social Security and other similar taxes now in effect or hereafter
imposed, and also any other requirements relating to the employment of
personnel; (e) advertise when necessary, at Owner's expense and approval, the
availability for rental for the Project units using
commercially  reasonable business strategies in connection with the
use of promotional materials, market outreach efforts, internet and web-based
marketing and display "for rent" or other similar signs upon the Project, it
being understood that Manager may install one or more signs on or about the
Project stating that same is under management of Manager and may use in a
tasteful manner Manager's name and logo in any display advertising which may be
done on behalf of the Project; and (f) sign, renew and cancel tenant leases for
the Project, write apartment leases for terms  approved by
Owner  (or on a month to month basis following the expiration of the
initial term of a tenant lease) to bona fide individuals based upon Manager's
recommendations. Manager shall exercise its commercially reasonable efforts to include the
Project in signage advertising rentals available to be placed at the Project
during any lease-up period.

    


    Security
Services.  It is understood and agreed that Manager is not in the
business of, and will not be providing alarm systems, guards, patrols and/or
similar services (the “Security Services”) to the Project as a part of its
management services.  Should Owner choose to do so, Owner may
separately contract with a company (a “Security Company”) providing Security
Services.

    


    2.03
BUDGET

    (a)
Attached hereto as Exhibit A is the
Budget approved by Owner for the stated portion of the current Fiscal Year. For
subsequent Fiscal years, Manager shall submit the Budget for the ensuing Fiscal
Year for Owner's approval no later than ninety (90) days prior to the beginning
of each successive Fiscal Year. The Budget shall be reasonably approved by Owner
prior to December 31. In the event Owner disapproves the Budget, in whole or in
part, Owner will provide edits for the Manager to make as may be reasonably
practicable.  Until a complete new Budget is approved, Manager shall
operate on the Budget or part thereof which is approved and the disapproved
items shall be governed by the like item approved for the prior



    
      
         


      

      
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Fiscal
Year, with the exception of expenses for personnel which may be reasonably
increased based on existing competitive conditions unless the increase for
personnel is the item that is being disputed, in which case expenses for
personnel will not be increased.

    


    (b) The
Budget shall reflect the schedule of monthly rents for the applicable Fiscal
Year. It shall also constitute a major control under which Manager shall operate
the Project, and Manager shall make all reasonable efforts to ensure there are
no substantial variances therefrom except for the variations which are in
compliance with Section 2.07(a)(ii). Consequently, no expenses may be incurred
or commitments made by Manager in connection with the management or operation of
the Project which exceed (or would cause the total expenses to exceed) by more
than five percent (5%) in the aggregate the total expenses provided for in the
approved Budget; provided, however, the foregoing limitation with respect to
incurring any expense not covered by the Budget shall not apply to expenses
relating to taxes, insurance or utilities.  Manager makes no guaranty,
warranty or representation whatsoever in connection with the Budgets or the
operational results of owning the Project, such being intended as estimates
only.  Manager will use its commercially reasonable efforts to develop
the Budget and manage the Project in accordance with the Budget.

    


    (c)  In
the event there shall be a substantial variances (expenses greater than 5%, or
Gross Receipts less than 95%, of projection) between the actual results of
operations for any month and the estimated results of operations for such month
as set forth in the Budget, Manager shall furnish to Owner, within fifteen (15)
days after the expiration of such month, a written explanation concerning the
variances and the steps being taken by Manager to rectify the
variances.  If after a Budget has been approved substantial variations
have occurred, or are anticipated by Manager during the course of the Fiscal
Year, Manager shall immediately notify Owner and, upon Owner's request, shall
prepare and submit to Owner a revised forecast of annual income and expenses for
the remainder of the Fiscal Year based on actual year-to-date income and
expenses and Manager's forecast of income and expenses for the remainder of the
Fiscal Year. Such forecast shall not constitute a replacement Budget.

    


    2.04
PROJECT EMPLOYEES AND OTHER PERSONNEL

    (a)
Manager shall investigate, hire, employ, instruct, pay, promote, direct,
discharge and supervise the work of the Project employees and shall supervise,
through the Project employees, the firing, promotion, discharge and work of all
other operating and service employees performing services in, for or about the
Project, all in the name of Manager.  All necessary and appropriate
training and training-related costs may be included in the Budget and paid
accordingly. Manager shall be solely responsible for legal compliance concerning
the foregoing activities and shall indemnify and hold harmless Owner from
employee claims and violations of law by Manager in respect to employment
matters.  To the extent that some of the Project employees may be
required to reside at the Project and be available on a full-time basis in order
to perform properly the duties of his/her employment, it is further understood
and agreed that to the extent contemplated in the Budget or with Owner’s prior
written approval, such Project employees (including spouses or significant
others and dependent children), in addition to salary and fringe benefits, may
receive up to a 20% discount, or rental concession on the normal rental rates
for any unit 


    
      
         


      

      
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such
employee is required to occupy.

    


    (b)  At
all times, all Project employees shall at all times be deemed solely employees
of Manager, and not of Owner. Owner nevertheless agrees to reimburse Manager,
consistent with the Budget, bi-weekly for the total aggregate Budgeted
compensation, including salary and fringe benefits, payable with respect to the
Project employees and any temporary employees performing duties at the
Project.  The term "fringe" benefits, as used herein, shall mean and
include the employee's and employer’s contribution of FICA, unemployment
compensation and other employment taxes, workers' compensation, group life,
accident and health insurance premiums, performance bonuses provided for in the
Budget and approved by Owner, disability, vacation, holiday, and sick leave,
401(k) contributions and other similar benefits paid or payable to employees on
other projects operated by Manager.  Any 401(k) employee or employer
contributions forfeited by the employee remain with the plan.  The
cost of such Project Employees’ base salaries and fringe benefits shall be
separately and specifically scheduled within the Payroll line item of the
Budget.  The compensation, payroll taxes, employee benefits,
insurance, payroll and administrative costs of such employees shall be
considered a normal operating expense and shall be paid as a Project expense, as
provided and to the extent permitted in the Budget.

    


    2.05
CONTRACTS AND SUPPLIES

    Subject
to the Budget, the Manager shall, in the name of and on behalf of Owner and at
Owner's expense, consummate arrangements with unrelated third party
concessionaires, licensees, tenants or other intended users of the facilities of
the Project, shall enter into contracts for furnishing to the Project
electricity, gas, water, steam, telephone, cleaning, vermin exterminators,
furnace and air-conditioning maintenance, security protection, pest control,
landscaping, solid waste removal and any other utilities, services and
concessions which are provided in connection with the maintenance and operation
of apartment projects which are comparable to the Project and in accordance with
standards comparable to those prevailing in other comparable apartment projects,
and shall place purchase orders for such equipment, tools, appliances, materials
and supplies as are reflected in the Budget and necessary to maintain
the Project.  Manager will make a reasonable attempt to make all
contracts cancelable without penalty within (30) days written
notice.

    


    In the
event that utility or power companies require a surety bond or other form of
security in order to provide utilities, electrical or other services to the
Project, the Manager is authorized to obtain such bond at Owner’s sole expense.
Manager may, in its sole discretion, elect to guarantee, indemnify, defend and
hold harmless those parties supplying such bonds or other form of security (the
“Surety”) for any premiums, liabilities, losses, costs, damages, attorney fees
and other expenses, including interest, which the Surety may sustain or incur by
reason of, or in connection with, the issuance, renewal or continuation of such
bonds or other form of security.  In such event, Owner will reimburse
and indemnify Manager pursuant to Section 6.03 with regard to the
same.

    


    


    2.06
MANAGER'S SERVICES

    In the
performance of its duties under this Agreement, it is agreed that Manager may
enter into any contract on behalf of Owner with subsidiaries and affiliates of



    
      
         


      

      
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Manager
for the furnishing of supplies and services to the Project, including but not
limited to the purchasing of furniture, operating equipment, operating supplies,
maintenance and landscaping services, and advertising, provided, however, that
the net cost of such supplies and services to Owner is competitive with such
similar services or supplies customarily used in the industry, whose services or
supplies are reasonably available to the industry and whose services or supplies
are reasonably available to the Project.

    


    2.07
ALTERATIONS, REPAIRS AND MAINTENANCE

    (a) (i)
To the extent adequate funds are made available to Manager by Owner, Manager
shall make or install, or cause to be made and installed at Owner's expense and
in the name of Owner, all necessary or desirable repairs, interior and exterior
cleaning, painting and decorating, plumbing, alterations, replacements,
improvements and other normal maintenance and repair work on and to the Project
as are customarily made by Manager in the operation of apartment Projects or are
required by any lease. (ii) Manager may make emergency repairs involving
manifest danger to life or property which are immediately necessary for the
preservation of the safety of the Project, or for the safety of the tenants, or
are required to avoid the suspension of any necessary service to the Project, in
which event such reasonable expenditures may be made by the Manager without
prior approval and irrespective of the cost limitations imposed by the Budget,
provided that Owner or its successor in interest is notified in a timely manner
and thereafter given written notice of such situation and such costs
incurred.

    


    (b)  In
accordance with the terms of the Budget, by Manager’s recommendation or upon
Owner demand and/or approval (except in the case of emergency), Manager shall,
at Owner's expense, from time to time during the term hereof, make all required
capital replacements or repairs to the Project (“Capital
Project”).  For any Capital Projects, including but not limited to
Project improvements, rehab/renovation projects, and fire restoration, that cost
more than $10,000 on an individual basis, Owner shall pay Manager a Construction
Management Fee equal to 5% of the total cost of the completed work, including
both hard and soft costs.

    


    2.08
LICENSES AND PERMITS

    Manager
shall, in a timely manner, apply for, and thereafter use commercially reasonable
efforts to obtain and maintain in the name and at the expense of Owner all
licenses and permits (including deposits and bonds) required of Owner or Manager
in connection with the management and operation of the Project. Owner agrees to
execute and deliver any and all applications and other documents and to
otherwise cooperate to the fullest extent with Manager in applying for,
obtaining and maintaining such licenses and permits.

    


    2.09
COMPLIANCE WITH LAWS

    Manager,
at Owner's expense, shall use its commercially reasonable efforts to cause all
acts and duties to be done in and about the Project to comply with all laws,
regulations and requirements of any federal, state, regional, county or
municipal government, having jurisdiction respecting the use or manner of use of
the Project or the maintenance, alteration or operation thereof.

    


    Owner
shall use its commercially reasonable efforts to cause all acts and duties to be
done in and about the Project to comply with all laws, regulations and
requirements 


    
      
         


      

      
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of
any federal, state, regional, county or municipal government having jurisdiction
over the use or manner of use of the Project or the maintenance, alteration or
operation thereof.

    


    2.10
LEGAL PROCEEDINGS

    Manager
shall institute, in its own name or in the name of Owner, but in any event at
the expense of Owner, any and all legal actions or proceedings which Manager
deems reasonable to collect charges, rent or other income from the Project, or
to dispossess tenants or other persons in possession, or to cancel or terminate
any lease, license or concessions agreement for the breach thereof, or default
thereunder by any tenant, licensee or concessionaire, provided, that the legal
fees and related costs in connection with such proceeding do not exceed the
Budget.

    


    2.11
DEBTS OF OWNER

    In the
performance of its duties as Manager, Manager shall act solely as the
representative of the Owner.  All debts and liabilities to third
persons incurred by Manager in the course of its operation and management of the
Project shall be the debts and liabilities of the Owner only, and Manager shall
not be liable for any such debts or liabilities.

    


    SECTION
3: MANAGEMENT FEES

    


    3.01
MANAGEMENT FEE

    The Owner
shall pay to Manager, during the term hereof, the Management Fees and other fees
and costs due hereunder for the previous month on or before the tenth (10th) day
of each subsequent month; provided, however that with respect to the Management
Fee due for the
last month of the term hereof, such Management Fee shall be payable on the last
day of such month.  Manager shall have the right to withdraw the
monthly fee from the Operating Account established by Manager.

    


    3.02
PLACE OF PAYMENT

    All sums
payable by Owner to Manager hereunder shall be payable to Manager at 300 N.
Greene Street, Suite 1000, Greensboro, NC  27401, unless the Manager
shall, from time to time, specify a different address in writing.

    


    SECTION
4: PROCEDURE FOR HANDLING RECEIPTS AND OPERATING CAPITAL

    


    4.01 BANK
DEPOSITS

    All
monies received by Manager for or on behalf of Owner shall be deposited by
Manager with the Depository.  Manager shall maintain separate accounts
for such funds consistent with the system of accounting of the
Project.  All funds on deposit shall be managed by Manager subject to
the terms hereof. All monies of Owner held by Manager pursuant to the terms
hereof shall be held by Manager in trust for the benefit of Owner to be held and
disbursed as herein provided and shall not, unless Owner otherwise has agreed or
directed, be commingled with the funds of any other person, including Manager or
any affiliate of Manager.  In no event shall Manager be responsible
for any loss to amounts on deposit caused by the insolvency or other similar
event or occurrence with respect to the Depository.

    


    4.02
SECURITY DEPOSIT ACCOUNT

    Manager
shall comply with all applicable laws with respect to security deposits paid



    
      
         


      

      
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by
tenants.  All security deposit funds held by Manager shall at all
times be the property of Owner, subject to all applicable laws with respect
thereto.  Upon commencement of this Agreement, the Owner authorizes
the Manager to make withdrawals therefrom for the purpose of returning them as
required by the lease or by existing law.

    


    4.02A
OPERATING ACCOUNT

    Manager
shall deposit all gross receipts from the operations of the property into an
Operating Account, on which both Manager and Owner shall be signatories and pay
the normal operating expenses of the property, including Manager’s fees, debt
and taxes as directed.

    


    4.03
DISBURSEMENT OF DEPOSITS

    Manager
shall disburse and pay all funds on deposit on behalf of and in the name of
Owner, in such amounts and at such times as the same are required in connection
with the ownership, maintenance and operation of the Project on account of all
taxes, assessments and charges of every kind imposed by any governmental
authority having jurisdiction over the Project, and all costs and expenses of
maintaining, operating and supervising the operation of the Project, including,
but not limited to, the Management Fees due hereunder, salaries, fringe benefits
and expenses of the Project employees, insurance premiums, debt service, legal
and accounting fees and the cost and expense of utilities, services, marketing,
advertising and concessions.  To the extent there are insufficient
funds to pay all of such costs and expenses, Manager shall pay such of the
foregoing items in the order and manner selected by Manager.  Nothing in this
agreement shall require the Manager to advance money on the Owner’s
behalf.

    


    4.04
AUTHORIZED SIGNATURES

    Any
persons from time to time designated by Manager and agreed to in writing by
Owner shall be authorized signatories on all bank accounts established by
Manager hereunder and shall have authority to make disbursements from such
accounts to the extent permitted in this Section 4.  Funds may be
withdrawn from all bank accounts established by Manager, in accordance with this
Section 4, only upon the signature of an individual who has been granted that
authority by Owner.  Owner may at any time and at Owner's sole
discretion direct Manager to withdraw funds and make disbursements from such
accounts, except all persons who are authorized signatories or who in any way
handle funds for the Project shall be bonded or covered by dishonesty insurance
in the minimum amount of $100,000 per employee.  At the beginning of
each year and as new persons shall be designated authorized signatories, Manager
shall provide Owner with evidence of such bonding.  Any expenses
relating to such bond for on-site employees and for off-site employees shall be
borne by Manager. Owner’s designated agents shall be added as authorized
signatories at Owner’s request.

    


    


    
      SECTION
5: ACCOUNTING

    

     

    5.01
BOOKS AND RECORDS

    Manager,
on behalf of Owner, shall keep all books and accounts pertaining to the Project
on an accrual
basis.  Manager, on behalf of Owner, shall also supervise



    
      
         


      

      
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and
direct the keeping of a comprehensive system of office records, books and
accounts pertaining to the Project.  Such records shall be subject to
examination at the office where they are maintained by Owner or its authorized
agents, attorneys and accountant at all reasonable business hours and upon
reasonable, advance notice to Manager.

    


    5.02
PERIODIC STATEMENTS

    (a)  On
or before fifteen (15) days following the end of each calendar month, Manager
shall deliver or cause to be delivered to Owner its standard financial
reports customarily provided the owners of properties it manages, a list of
which is set forth on Exhibit
B.  The reports are subject to change from time to time by
Owner or Manager provided Manager shall not substantively decrease the quality
of the information provided.

    


    (b)  Within
thirty (30) days after the end of such Fiscal Year, Manager will deliver to the
Owner, an income and expense statement as of Fiscal Year end, and the results of
operation of the Project during the preceding Fiscal Year (anything contained
herein to the contrary notwithstanding, however, Manager shall be responsible
for coordinating the preparation of Owner's state and federal income tax
returns).

    


    (c)      Manager
shall also prepare and provide to Bell BR Meadowmont JV, LLC such such reports
and information as required by Bell BR Meadowmont JV, LLC to prepare the reports
and tax returns required under Section 8 of its Limited Liability Company
Agreement.

    


    (d)  In
the event that Owner or Owner's Mortgagee(s) requires an audit, the Manager
shall cooperate with the auditors in a timely manner to complete the audit
engagement. Also, Manager shall cooperate in a reasonable manner at the request
of any indirect owner of Owner and shall work in good faith with its designated
representatives, accountants or auditors to enable compliance with its public
reporting, attestation, certification and other requirements under applicable
securities laws and regulations, including for testing internal controls and
procedures.

    


    (e)  Owner
may request and Manager shall provide when available such monthly, quarterly
and/or annual leasing and management reports that relate to the operations of
the project as Manager customarily provides the owners of properties it
manages.

    


    5.03
EXPENSES

    All costs
and expenses incurred in connection with the preparation of any statements,
budgets, schedules, computations and other reports required under this Section
5, or under any other provisions of this agreement, shall be borne by the
Manager.  Any costs and expenses incurred in connection with the
preparation of any statement or report not a part of the Manager’s standard
reporting package, a list of which is set forth on Exhibit
B, shall be borne by Owner.

    


    SECTION
6: GENERAL COVENANTS OF OWNER AND MANAGER

    


    6.01
OPERATING EXPENSES

    The Owner
shall be solely liable for, and shall pay, all costs and expenses of managing
and operating the Project that have been incurred by Owner or by Manager in
accordance with the provisions of this Agreement, and shall pay, or Manager
shall 


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    

pay
on Owner's behalf, all such costs and expenses, including, without limitation,
the salaries of all Project employees, provided however, Owner shall have no
direct obligations to Project Employees for salaries or fringe benefits, as all
Project Employees are employed solely by Manager and not by Owner. Owner
covenants to advance to Manager such sums that are in excess of Gross Receipts
required to operate the Project, upon written notice and demand from Manager
within fifteen (15) days after receipt of written notice. Nothing in this
Agreement shall require Manager to advance funds on Owner’s behalf, however if
funds are advanced by Manager in the operation, or management of the property,
these funds will be reimbursed by the Owner within thirty (30) days of
submitting itemized invoices to the Owner.  Owner further recognizes
that the Project may be operated in conjunction with other projects and that
costs may be allocated or shared between such projects on a more efficient and
less expensive method of operation.  In such regard, Owner consents to
the allocation of costs and/or the sharing of any expenses in an effort to save
costs and operate the Project in a more efficient manner to be allocated in a
manner not prejudicial to Owner, so long as all allocations are clearly
indicated and approved in the Budget.

     
 

    6.02
OWNER'S RIGHT OF INSPECTION AND REVIEW

    Owner and
Owner's accountants, attorneys and agents have the right to enter upon any part
of the Project at any reasonable time during the Term of this Agreement for the
purpose of examining or inspecting the Project or examining or making copies of
books and records of the Project. Any inspection shall be done with as little
disruption to the business of the Project as possible.  Books and
records of the Project shall be kept, as of the commencement date, at the
Project or at the location where any central accounting and bookkeeping services
are performed by Manager but at all times shall be the property of
Owner.

    


    6.03
INDEMNIFICATION AND HOLD HARMLESS BY OWNER

    Except
for the gross negligence or willful misconduct of Manager (including Project
Employees) in connection with its performance under this Agreement, Owner shall
be obligated, whether named as a defendant or not, to indemnify, hold harmless,
and defend Manager (and Manager's partners, directors, shareholders, officers,
employees, and agents), with counsel reasonably satisfactory to Manager, from
and against any and all liabilities, claims, causes of action, suits, losses,
demands and expenses whatsoever including, but not limited to reasonable legal
fees and expenses arising out of or in the connection with the ownership,
maintenance or operation of the Property or this Agreement or the performance of
Manager's agreements hereunder (collectively "Claims"),
including but not limited to, Claims involving the operation and maintenance of
the security alarm system located at the property, matters in which Manager is
acting under the express or implied directions of Owner,  and/or the
loss of use of property following and resulting from damage or
destruction.  In all cases, Owner's Liability Insurance, as defined in
Section 8.02 below, will be required to provide insurance coverage for Manager,
to the extent provided in such Section 8.02.  The indemnification by
Owner contained in this Section 6.03 is in addition to any other indemnification
obligations of Owner contained in this Agreement, and is not limited by or to
Owner's LiabilityInsurance. It is the intent of the parties hereto, however, to
look first to Owner’s Liability Insurance with respect to all Claims
hereunder.

    


    6.04
INDEMNIFICATION BY MANAGER

     

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    Manager
shall indemnify Owner from and against all Claims for bodily injury and property
damage which (i) arise out of or are a result of the gross negligence or willful
misconduct of Manager except where attributable to actions or policies approved
or required by Owner and (ii) result in liability to Owner, including but not
limited to, liability to Owner as a result of a final adjudication or judgment
on the merits by a court or arbitration proceeding and liability to Owner as a
result of a good faith settlement by Owner of such Claims.  Manager
shall have no obligation to furnish Owner with a defense or with counsel to
defend any Claims which may be asserted or made against Owner, regardless of the
nature of the allegations.  If, however, any such Claims result in
liability to Owner, Manager shall reimburse Owner for any attorneys' fees and
costs actually and reasonably incurred by Owner to defend the portion or
portions of such Claims against Owner which arise out of or are a result of the
gross negligence or willful misconduct of Manager (except actions or policies
approved or required by Owner).

    


    6.05
SURVIVAL OF INDEMNITY OBLIGATIONS

    The
indemnification and hold harmless obligations of the parties in the Sections
6.03 and 6.04 shall survive the expiration or earlier termination of this
Agreement.

    


    SECTION
7: DEFAULTS AND TERMINATION RIGHTS

    


    7.01
DEFAULT BY MANAGER

    Manager
shall be deemed to be in default hereunder in the event Manager shall fail to
keep, observe or perform any material covenant, agreement, term or provision of
this Agreement to be kept, observed or performed by Manager, and such default
shall (i) result from Manager's grossly negligent acts or omissions or willful
misconduct; (ii) involve Manager's misappropriation or intentional
misapplication of funds received or held by Manager hereunder; or (iii) continue
for a period of ten (10) days after written notice thereof by Owner to Manager
as to any default in payment of money or thirty (30) days after notice thereof
by Owner to Manager as to any non-monetary default, or, if such non-monetary
default cannot be cured within thirty (30) days, then such additional period as
shall be reasonable provided that Manager is capable of curing same and has
continuously attempted to cure such default.

    


    7.02
REMEDIES OF OWNER

    Upon the
occurrence of an event of default by Manager as specified in Section 7.01
hereof, Owner shall have the right to pursue any remedy it may have at law or in
equity (provided that in no event shall Manager ever be liable to Owner for, and
Owner hereby waives all rights to receive, punitive, consequential or exemplary
damages), it being expressly understood that although Owner has no further
obligation to pay any fee due hereunder, Manager shall remain liable for any
losses suffered as a result of Manager's default and the resulting termination
of this Agreement.  Upon such termination, Manager shall deliver to
Owner any funds, books and records of Owner then in the possession or control of
Manager and all accounts established by Manager for security
deposits.

    


    7.03
DEFAULTS BY OWNER

    Owner
shall be deemed to be in default hereunder in the event Owner shall fail to
keep, observe or perform any material covenant, agreement, term or provision of
this Agreement to be kept, observed or performed by Owner, and such default
shall continue for a period of, in the case of any default which can be cured by
the 


    
      
         


      

      
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payment
of a liquidated sum of money, ten (10) days and, in the case of all other
defaults, thirty (30) days after notice thereof by Manager to Owner but, if such
non-monetary default cannot be cured within thirty (30) days, then such
additional period as shall be reasonable provided that Owner is capable of
curing same and has continuously attempted to cure such default.

    


    7.04
REMEDIES OF MANAGER

    Upon the
occurrence of an event of default by Owner as specified in Section 7.03 hereof,
Manager shall be entitled to terminate this Agreement, and upon any such
termination by Manager pursuant to this Section 7.04, Manager shall have the
right to pursue any remedy it may have at law or in equity (provided that in no
event shall Owner ever be liable to Manager for, and Manager hereby waives all
rights to receive, punitive, consequential or exemplary damages), except that
Owner shall pay Manager a termination fee for the month in which this Agreement
is terminated equal to the Management Fee paid for the last full calendar month
preceding the month in which the Agreement was terminated.

    


    7.05
EXPIRATION OF TERM

    Upon the
expiration of the Term hereof pursuant to Section 1.01 hereof, unless sooner
terminated pursuant to the terms of this Agreement, Manager shall deliver to
Owner all funds, including tenant security deposits, books and records of Owner
then in possession or control of Manager, save and except such sums as are then
due and owing to Manager hereunder. In addition, Within sixty (60) days
following expiration or termination, Manager shall deliver to Owner a final
accounting, in writing, with respect to the operations of the Project, which
obligation shall survive termination.

    


    7.06
TERMINATION WITHOUT CAUSE

    This
Agreement shall be terminable by either party without cause upon thirty (30)
days prior written notice to the other.

    


    7.07
EFFECT OF TERMINATION

    Upon
termination of this Agreement for any reason, neither the Owner, nor the Manager
have any further rights or obligations under this Agreement other than
obligations accrued prior to the termination or by the express terms surviving
this Agreement.

    


    SECTION
8: INSURANCE AND INDEMNIFICATION

    


    8.01
PROPERTY INSURANCE

    Manager
shall obtain and cause to be kept in force, all at Owner’s expense, property
damage insurance in the amount of the full replacement cost of the Project, and
such other property insurance as Owner may elect, at Owner's expense. Owner
shall furnish to Manager appropriate endorsement and certificate of
insurance.

    


    8.02
OWNER'S LIABILITY INSURANCE

    During
the term of this Agreement and all renewals thereof, Manager
shall  obtain and cause to be kept in force, all at Owner’s expense,
primary commercial general liability insurance and blanket contractual liability
insurance on an "occurrence" basis, naming Manager as an additional insured
(through endorsements in form and substance satisfactory to Manager), with
limits of not less than three Million Dollars 


    
      
         


      

      
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($3,000,000.00)
per occurrence (the "Owner's Liability Insurance").  The Owner's
Liability Insurance shall include coverage for losses arising from the
ownership, management, and operation of the Property.

    


    Owner
shall provide to Manager a Certificate of Insurance evidencing such coverage
from an insurance carrier with an A.M. Best Rating of A VIII or higher
reflecting that the Owner's Liability Insurance is effective in accordance with
this section and that the Owner's Liability Insurance will not be canceled
without at least thirty (30) days prior written notice to Manager.

    


    8.03
MANAGER'S LIABILITY INSURANCE

    During
the term of this Agreement and all renewals thereof, Manager, at Manager's
expense, shall carry and maintain commercial general liability insurance in the
amount of $1 million per occurrence and $2 million in the aggregate for the
benefit of Manager (the "Manager's Liability Insurance").

    


    8.04
OWNER'S LIABILITY INSURANCE SHALL BE PRIMARY

    In
connection with claims by third parties, as between Owner's Liability Insurance
and Manager's Liability Insurance, Owner's Liability Insurance shall for all
purposes be deemed the primary coverage. No claim shall be made by Owner or its
insurance company under or with respect to any insurance maintained by Manager
except in the event such claim is caused solely by gross negligence (except
actions or policies specifically approved or required by Owner) or willful
misconduct (except actions or policies specifically approved or required by
Owner) on the part of Manager or Manager's employees.

    


    8.05
RENTER’S INSURANCE

    If at the
direction of the Owner, a renter’s insurance program is put into place by the
Manager at the Property inclusive of a limited liability, or limited liability
and personal contents coverage policy, any such policy held by the resident
shall not remove, replace, reduce, or in any way modify the parties’
indemnification obligations herein or the requirements of Owner or Manager to
provide insurance and indemnification in accordance with Section 8. The Manager
assumes no responsibility, liability or reduction in payment of its Management
Fee for property loss or denial of claims based on the status of a resident’s
renter insurance policy whether otherwise amended, changed, or
lapsed.

    


    8.06
WAIVER OF SUBROGATION

    Each
insurance policy maintained by Owner or by Manager with respect to the Property
shall contain a waiver of subrogation clause, so that no insurers shall have any
claim over or against Owner or Manager, as the case may be, by way of
subrogation or otherwise, with respect to any claims that are insured under such
policy.  All insurance relating to the Property shall be only for the
benefit of the party securing said insurance and all others named as
insureds.  Notwithstanding any contrary provision of this
Agreement, Owner
and Manager hereby release each other from and waive all rights of recovery and
claims under or through subrogation or otherwise for any and all losses and
damages to property to the extent caused by a peril insured or insurable under
the policies of insurance required to be maintained under this Agreement by the
waiving party and agree that no insurer shall have a right to recover any
amounts paid with respect to any claim against Owner or Manager by subrogation,
assignment or otherwise.

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    8.07
HANDLING CLAIMS

    Manager
shall report within a reasonable amount of time to Owner all accidents and
claims of which it is aware for damage and injury relating to the ownership,
operation, and maintenance of the Property and any damage or destruction to the
Property coming to the attention of Manager and will assist Owner in Owner's
attempts to comply with all reporting and cooperation provisions in all
applicable policies.  Manager is authorized to settle on Owner's
behalf any and all claims against property insurers not in excess of $1,500,
which includes authority for the execution of proof of loss, the adjustment of
losses, signing of receipts, and the collection of money.  If the
claim is greater than $1,500, Manager shall act only with the prior written
approval of Owner.

    


    8.08 AUTOMOBILE INSURANCE.

    Manager,
at its expense which is not reimbursable, shall carry and maintain business auto
liability insurance covering owned, non-owned and hired vehicles with a limit of
not less than $1,000,000 per accident.

    


    8.09
WORKERS' COMPENSATION INSURANCE

    Manager
shall cause to be placed and kept in force workers' compensation insurance in
compliance with all applicable federal, state, and local laws and regulations
covering all employees of Manager and employer liability insurance with a limit
of at least $12 million and Manager shall furnish Owner certificates of
same.  Owner shall reimburse Manager for its expense on the basis of
Manager's current workers' compensation rates, the payroll of the Project, and
Manager's current premium discounts.  This will include any increase
to expense derived from subsequent audits. In the event subsequent audits result
in an increase in Manager's Workers' Compensation costs, then Owner shall
reimburse Manager for the increased amount.

    


    8.10
DISHONESTY INSURANCE

    Manager,
at its expense which is not reimbursable, shall furnish employee dishonesty
insurance with limits of at least $1,000,000 per loss and in an amount
sufficient to cover all employees (whether on-site or off-site) employed by
Manager who shall be responsible for handling any moneys belonging to Owner that
come under custody or control of Manager.

    


    8.11
ENVIRONMENTAL INDEMNIFICATION

    Owner
agrees to defend, indemnify, and hold harmless Manager and Manager's partners,
directors, shareholders, officers, and agents, against and from any and all
actions, administrative proceedings, causes of action, charges, claims,
commissions, costs, damages, decrees, demands, duties, expenses, fees, fines,
judgments, liabilities, losses, obligations, orders, penalties, recourses,
remedies, responsibilities, rights, suits, and undertakings of every nature and
kind whatsoever, including, but not limited to, attorneys' fees and litigation
expenses, from the presence of Hazardous Substances (as defined below) on, under
or about the Project.  Without limiting the generality of the
foregoing, the indemnification provided by this paragraph shall specifically
cover costs incurred in connection with any investigation of site conditions or
any remediation, removal or restoration work required by any federal, state or
local governmental agency because of the presence of Hazardous Substances in,
on, under or about the Property, except to the extent that the Hazardous
Substances are present as a result of gross negligence, criminal activity, or
any 


    
      
         


      

      
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willful
misconduct of Manager or its employees.  For purposes of this section,
"Hazardous Substances" shall mean all substances defined as hazardous materials,
hazardous wastes, hazardous substances, or extremely hazardous waste under any
federal, state or local law or regulation.

    


    8.12
SECURED PARTY REQUIREMENTS; COOPERATION.

    Notwithstanding
the foregoing, Manager shall consult and cooperate with Owner and Secured Party
and make specific recommendations to Owner to obtain such different or
additional insurance coverages for the Project so that it will comply in all
minimum respects with the insurance coverages required under the Security
Documents. In addition, Manager shall furnish whatever information is requested
by Owner for the purpose of establishing the placement of the insurance
coverages and shall aid and cooperate in every reasonable way with respect to
such insurance and any loss thereunder.

    


    SECTION
9: MISCELLANEOUS PROVISIONS

    


    9.01
GOVERNING LAW

    This
Agreement shall be governed by and construed and interpreted in accordance with
the laws of the State of North Carolina.  Manager represents that it
has qualified to do business in the State of North Carolina in connection with
all actions based on or arising out of this Agreement.

    


    9.02
NOTICES

    All
notices, demands, requests or other communications required or permitted to be
given hereunder must be sent by (i) personal delivery, (ii) FedEx or a similar
nationally recognized overnight courier service, or (iii) certified mail, return
receipt requested. Any such notice, request, demand, tender or other
communication shall be deemed to have been duly given: (a) if served in person,
when served; (b) if by overnight courier, on the first Business Day after
delivery to the courier; or (c) if by certified mail, return receipt requested,
upon receipt. Rejection or other refusal to accept, or inability to deliver
because of changed address or facsimile number of which no notice was given,
shall be deemed to be receipt of such notice, request, demand, tender or other
communication.  Any party hereto may at any time by giving ten (10)
days written notice to the other party hereto designate any other address in
substitution of the foregoing address to which such notice or communication
shall be given.

    


    OWNER:                    Bell
BR Meadowmont, LLC

    C/O Bell
Partners Inc

    Attn:
Jonathan D. Bell

    300 N.
Greene Street, Suite 1000

    Greensboro,
NC 27401

    


    COPY TO:

    C/o
Bluerock Real Estate, L.L.C.

    680 Fifth
Avenue

    New York,
New York 10019

    Attention:  R.
Ramin Kamfar and Michael Konig, Esq.

    


    MANAGER:             Chief
Operating Officer

     

    
      
         


      

      
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    Bell Partners Inc.

    300 N. Greene Street, Suite
1000

    Greensboro,
NC  27401

    


    9.03
SEVERABILITY

    If any
term, covenant or condition of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Agreement or such other documents,
or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term, covenant or condition of this
Agreement or such other documents shall be valid and shall be enforced to the
fullest extent permitted by law.

     

    9.04 NO
JOINT VENTURE OR PARTNERSHIP

    Owner
and Manager hereby agree that nothing contained herein or in any document
executed in connection herewith shall be construed as making Manager and Owner
joint venturers or partners.  In no event shall Manager have any
obligation or liability whatsoever with respect to any debts, obligations or
liabilities of Owner or vice versa, except as set forth herein or as set forth
in any separate agreement signed by Manager.

     

    9.05
MODIFICATION TERMINATION

    This
Agreement terminates any and all
prior management agreements between Owner and Manager relating to the Project,
and any amendment, modification, termination or release hereof may be effected
only by a written document executed by Manager and Owner.

    


    9.06
ATTORNEYS' FEES

    Should
either party be required to employ an attorney or attorneys to enforce any of
the provisions hereof or to protect its interest in any manner arising under
this Agreement, or to recover damages for the breach of this Agreement, the
non-prevailing party in any actions (the finality of which is not legally
contested) agrees to pay to the prevailing party all reasonable costs, damages
and expenses, including attorneys' fees expended or incurred in connection
therewith.  Each party is responsible for its own appellate fees and
costs, if any.

    


    9.07
TOTAL AGREEMENT

    This
Agreement is a total and complete integration of any and all undertakings
existing between Manager and Owner and supersedes any prior oral or written
agreements, promises or representations between them regarding the subject
matter hereof.

    


    9.08
APPROVALS AND CONSENTS

    If any
provision hereof requires the approval or consent of Owner or Manager to any act
or omission, such approval or consent shall not be unreasonably withheld or
delayed.

    


    9.09
CASUALTY

    In the
event that the Project, or any portion thereof, is substantially or totally



    
      
         


      

      
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damaged
or destroyed by fire, tornado, windstorm, flood or other casualty during the
term of this Agreement, Manager or Owner may terminate this Agreement upon
giving the other party written notice of termination on or before the date which
is thirty (30) days after the date of such casualty.  In the event of
termination pursuant to this Section 9.09, neither party hereto shall have any
further liability hereunder.

    


    9.10
SPECIAL AGREEMENTS

    Notwithstanding
Manager’s review of and recommendations in respect to capital repairs and
replacements for the Property, Owner acknowledges that Manager is not an
architect or engineer, and that all capital repairs, replacements and other
construction in the Property will be designed and performed by independent
architects, engineers and contractors.  Accordingly, Manager does not
guarantee or warrant that the construction documents for such work will comply
with Applicable Law or will be free from errors or omissions, nor that any such
work will be free from defects, and Manager will have no liability
therefor.  In the event of such errors, omissions, or defects, Manager
will use reasonable efforts to cooperate in any action Owner desires to bring
against such parties.  Notwithstanding any contrary provision hereof,
Owner agrees that no partner, agent, director, member, officer, shareholder, or
affiliate of Manager shall be personally liable to Owner or anyone claiming by,
through or under Owner, by reason of any default by Manager under this
Agreement, any obligation of Manager to Owner, or for any amount that may become
due to Owner by Manager under the terms of this Agreement
otherwise.

    


    9.11
COMPETITIVE PROJECTS

    Manager
may, individually or with others, provide management services in regard to and
possess an interest in any other projects and ventures of every nature and
description, including, but not limited to, the ownership, financing, leasing,
operation, management, brokerage, development and sale of real property and
apartment projects other than the Project, whether or not such other ventures or
projects are competitive with the Project, and Owner shall not have any right to
the income or profits derived therefrom.

    


    9.12 SUCCESSORS AND
ASSIGNS

    Owner has
entered into this Agreement with Manager based on Manager's abilities and,
accordingly, Manager may not assign this Agreement without the prior written
consent of Owner.  Subject to this limitation on assignment, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their permitted successors and assigns.  Either Manager or
Owner may assign this Agreement upon obtaining the other party's prior written
consent, provided that no consent shall be required for assignment to Owner's
Mortgagee(s).

    


    9.13 WAIVER OF JURY
TRIAL.

    Owner and
Manager hereby knowingly, voluntarily and intentionally, to the extent permitted
by law, waive the right to a trial by jury in respect of any litigation based
on, arising out of, under or in connection with this Agreement or any documents
contemplated to be executed in connection herewith or any course of conduct,
course of dealings, statements (whether oral or written) or actions of either
party arising out of or related in any manner to the property (including,
without limitation, any action  to rescind or cancel this Agreement or
any claims or defenses asserting that this Agreement was fraudulently induced or
is otherwise void or voidable). This waiver is a material inducement for the
Owner to enter into and accept this Agreement. Owner 


    
      
         


      

      
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and
Manager agree that should issues arise that would have required litigation; they
mutually agree to resolve them via arbitration.

    


    


    Signatures
on following page

     

    
 

    
      
         


      

      
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    SECTION
11: SIGNATURES

    


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

    


    MANAGER:
Bell Partners Inc., a North Carolina corporation

    


    By:
__________________________

    Name:
________________________

    Title:
_________________________

    


    


    


    OWNER:  Bell
BR Meadowmont, LLC, a
Delaware limited liability company

    


    By:         Bell BR
Meadowmont JV, LLC

    a Delaware limited liability
company,

    its Sole Member

    


    By:         Bell
Partners Inc.

    a North Carolina
corporation,

    its Co-Manager

    


    By:           ________________________

    Name:      ________________________

    Title:        ________________________

    


    By:          BR
Meadowmont Managing Member, LLC,

    a
Delaware limited liability company,

    its Co-Manager

    


    By:           ________________________

    Name:         Jordan
Ruddy

    Title:           President

     

     

    
      
         


      

      
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    EXHIBIT
A

    


    2010
Budget

    


     

    


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    MONTHLY
REPORTS

    
      	
              1.  

            	
              Balance
      Sheet, including monthly comparison
–

            


    

    
      	
              2.  

            	
              Budget
      Comparison1, including month-to-date and
      year-to-date variances -Detailed Income Statement, including prior 12
      months

            


    

    
      	
              3.  

            	
              General
      Ledger, with description and balance
detail

            


    

    
      	
              4.  

            	
              Payables
      Summary

            


    

    
      	
              5.  

            	
              Market
      Survey, including property comparison, trends, and
    concessions

            


    

    
      	
              6.  

            	
              Rent
      Roll

            


    

    
      	
              7.  

            	
              Variance
      Report, including the following:

            


    

    -Cap Ex
Summary and Commentary

    -Monthly
Income/Expense Variance with notes

    -Yearly
Income/Expense Variance with notes

    -Occupancy
Commentary

    -Market/Competition
Commentary

    -Rent
Movement/Concessions Commentary

    -Crime
Commentary

    -Staffing
Commentary

    -Operating
Summary, with leasing and traffic reporting -Other reasonable reporting, as
requested (eg. Renovation/Rehab report)

    


    


     

      
        

      

    

      
      1 Budget Comparison shall include (i) an
unaudited income and expense statement showing the results of operation of the
Project for the preceding calendar month and the Fiscal Year to-date; (ii) a
comparison of monthly line item actual income and expenses with the monthly line
item income and expenses projected in the Budget.  The balance sheet
will show the cash balances for reserves and operating accounts as of the
cut-off date for such month.

       

       

      22