**Exhibit 10.55**AGREEMENT     This AGREEMENT is made and entered into on the 1st day of April, 2008 by and between FELDMANMALL PROPERTIES, INC. a Maryland corporation (hereinafter “Owner”), FELDMAN EQUITIES MANAGEMENT,LLC an Arizona limited liability company (hereinafter “Manager”), and BRANDYWINE FINANCIAL SERVICESCORPORATION, a Pennsylvania corporation, (hereinafter “Brandywine”).WITNESSETH     WHEREAS, Owner is the direct or beneficial owner of all or a portion of those certain realproperties described on **“**Exhibit A**”**attached hereto (the “Projects”), and Manager provides variousservices for the Projects; and     WHEREAS, Owner and Manager wish to retain the services of Brandywine for the supervision ofthe operations, development, and maintenance of the Projects; lease administration; bookkeeping;accounting; FASB 141 and FASB13 (and amendments thereto) compliance; financial statementpreparation; and the coordination of Sarbanes-Oxley compliance and financial statement audits(collectively the “Project Services”), and     WHEREAS, Owner and Manager wish to retain the services of Brandywine to provide the followingservices to Owner and Manager: information technology user support; software support; PC andterminal maintenance at Brandywine’s facility; coordination of Sarbanes-Oxley compliance andfinancial statement preparation and support of financial statement preparation for quarterlyreviews and the annual financial statements; reports to joint venture partners; periodic reports tolenders; payroll preparation and coordination of required filings; human resources management; cashmanagement; general ledger accounting including, but not limited to, cash receipts anddisbursements, accounts payable, accounts receivable, fixed assets/capitalization, cost allocation,and inter-company billings/fundings; FASB 109 compliance; and consolidations and eliminations(collectively, the “Corporate Services”); and     WHEREAS, Brandywine is experienced in the business of providing the Project Services and theCorporate Services and desires to provide and render those services to Owner, and for and onbehalf of Manager.**TERMS**     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and intending to be legally boundhereby, the parties hereto agree as follows:I.     APPOINTMENT OF BRANDYWINE AS PROVIDER FOR PROJECT SERVICES AND CORPORATE SERVICES; THE PROJECTS.1.1. Appointment. Ownerand Manager herebyappoint Brandywineas exclusiverepresentative andagent to providethe ProjectServices and theCorporate Services.
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1.2. General. (a) Brandywine hereby acknowledges receipt of certain books and records withrespect to the operation of the Projects, including leases with tenants, an inventoryof personal property located at each Project belonging to Owner, and all servicecontracts relating to the maintenance and operation of each Project. Brandywineacknowledges that it has examined all such materials, and inspected each of theProjects, so that it is able to perform its duties hereunder and confirms that suchmaterials are sufficient to enable it to perform such duties in accordance with theterms of this Agreement.  (b) Brandywine shall devote its reasonable best efforts and shall perform itsduties hereunder in a diligent, careful and vigilant manner. The Project Services ofBrandywine hereunder are to be of a scope and quality not less than those generallyperformed on behalf of other similar complexes and properties in the locale of theProjects. The Corporate Services of Brandywine hereunder are to be of a scope andquality not less than those generally performed on behalf of other similar situatedpublicly traded companies in the United States. Brandywine shall make available toOwner and Manager the full benefit of the judgment, experience and advice of themembers of Brandywine’s organization and staff with respect to the policies to bepursued by Owner and Manager in operating the Projects and administering the affairsand books and records of the Owner as provided in this Agreement, and will perform suchrelated services as may be reasonably requested by Owner and Manager in operating,maintaining and developing the Projects and in providing the Corporate Services for theOwner.II. PROJECT SERVICES. 2.1. Annual Budget. Brandywine shall prepare and submit to Owner annually, on or beforeNovember 30 of each year unless Owner requires an earlier date, capital and operating budgetsfor each of the Projects (“the Budgets”) for the following calendar year of operation. Ownershall have thirty (30) days following Owner’s receipt of the Budgets to revise and/ordisapprove them. The failure of Owner to respond by the aforementioned date shall be deemedas consent to the Budgets submitted by Brandywine. 2.2. Budget Revision; Expenditure Limits. Brandywine shall eliminate or revise any itemor amount in any Budget which is disapproved by Owner to the extent necessary to obtainOwner’s written approval thereof. 2.3. Owner’s Written Approval. Brandywine agrees not to make any expenditure for aparticular Project in any fiscal year, except within the categories and amounts contained inthe Budget for such Project as previously approved by Owner for such fiscal year, unless (a)such expenditure is specifically authorized under any of the provisions of this Agreement, or(b) such expenditures would not result in any line item in the particular Budget beingexceeded by more than five percent (5%). Brandywine shall promptly advise Owner and Managerof any expenditure of the type described in clause (a) or (b) of the preceding sentence. Ifthis Agreement continues in effect during any period when there is no approved Budget ineffect as to any Project, then the last-approved operating
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  (but not capital) Budget for such Project shall remain in effect, subject only toadjustments for actual third party cost changes. 2.4. Payments at Owner’s Direction. Anything to the contrary herein notwithstanding,Brandywine agrees to make all payments directed by Owner, whether or not such items have beenincluded in the Budgets; provided, however, that Owner makes adequate provision for thepayment or reimbursement of all costs connected with such items. 2.5. Monthly Reports. Within seven (7) Business Days following the end of each month,Brandywine shall provide a balance sheet and income statement to Owner for each of theProjects and a budget report indicating budget variances, year-to-date experience and adelinquency aging report. From time to time, Owner may reasonably request and Brandywine shallprovide analysis and other reports relating to the Projects. 2.6. Annual Reports. Within thirty (30) days after the end of each fiscal year,Brandywine shall prepare and deliver to Owner a detailed balance sheet and income statementwith respect to each Project, inclusive of all supporting schedules necessary to prepare yearend financial statements. In addition, schedules in support of footnote disclosures shall beprovided within forty (45) days after the end of each fiscal year. 2.7. Collection of Income; Institution of Legal Action. Brandywine shall use its bestefforts to collect promptly all rents and other income issuing from the Projects when suchamounts become due. It is expressly understood that Brandywine does not guarantee thecollection of rents. Brandywine shall, in the name of Owner, (a) execute and serve suchnotices and demands on delinquent tenants as Brandywine may deem necessary or proper, and (b)institute, settle, or compromise any legal action and make use of such methods of legalprocess against a delinquent tenant or the property of a delinquent tenant as may be necessaryto enforce the collection of rent or other sums due from the tenant, to enforce any covenantor condition of any lease or rental agreement, and to recover possession of any part of theProject, subject in each of Section 2.7 (a) and (b) to receipt of Owner’s consent, or in thoseinstances where Brandywine in good faith reasonably determines that Emergency Action (definedin Section 2.10(b)) is required, without Owner’s Consent. In taking the aforementionedactions, Brandywine may incur attorneys’ fees and disbursements for which Brandywine shall bereimbursed by Owner. 2.8. Bank Accounts. All monies collected by Brandywine shall be forthwith deposited in aseparate bank account or accounts for each Project, now established, or to be established inthe future, in the name of Owner (the “Separate Account”). Funds deposited in such SeparateAccount shall not be commingled with monies from other accounts of Brandywine. Funds depositedin the Separate Account (except for a minimum balance of $1,000 or such other amount asmutually determined by Owner and Brandywine) shall be invested daily in an investment accountin the name of Owner (“Investment Account”). Brandywine shall pay all of the costs andexpenses of each particular Project required by this Agreement from the Separate Account, asprovided in the applicable Budget. Funds required for the payment of costs and expenses shallbe electronically transferred from the Investment Account to the Separate Account, as itemsare presented to the bank for payment. Brandywine shall submit to Owner, on a weekly basis, oras otherwise mutually agreed by Owner and Brandywine, for Owner’s approval, the schedule ofinvoices to be
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  selected for payment. Owner will respond promptly to ensure the timely payment of expenses.In no event shall Brandywine be obligated to expend its own funds on behalf of Owner whenthere are insufficient funds in the Separate Account for a Project. Brandywine willestablish such other accounts, including Reserve Accounts, at the request of Owner. 2.9. Insurance. Brandywine shall obtain insurance including, but not limited to, propertyand casualty coverage at the expense of Owner with coverage requirements as directed by Owner. 2.10. Maintenance. (a) Personnel. Brandywine shall, subject to receipt of Owner’s consent,hire, discharge and supervise all on-site employees and independent contractors asshall be necessary or proper to maintain, develop and operate the Projects, all ofwhom, except independent contractors and employees of independent contractors, shall bethe employees of Owner or Manager, unless and until otherwise determined by Owner andBrandywine. Brandywine on behalf of Owner and Manager shall prepare the payroll for thepersonnel at each Project and, to the extent there are revenues from the particularProject available, pay all charges for services rendered by independent contractors.  (b) Maintenance and Repairs. Brandywine shall use its best efforts toinsure that each particular Project is maintained in an attractive condition and in agood state of repair and in at least the same conditions as each Project is incurrently and as may be required by any leases or Basic Documents (as defined inSection 2.11). In this regard, Brandywine shall use its best skills and efforts toserve the tenants of each particular Project and shall cause the purchase of necessarysupplies, negotiate contracts for, or otherwise cause to be furnished, electricity,gas, fuel, water, telephone, window cleaning, refuse disposal, pest control, and anyother utilities or services required for the operation of the Project. Brandywine shallcause to be made and supervise necessary repairs and alterations including withoutlimitation cleaning, painting, decorating, plumbing, carpentry, grounds care and suchother maintenance and repair work as may be necessary, which shall be performed eitherby employees of Owner or Manager or independent contractors and shall maintain in fullforce and effect all service contracts relating to each Project. Expenditures forrepairs, alterations, decorations, or furnishings for each particular Project in excessof Five Thousand Dollars ($5,000.00) shall not be made without prior written consent ofOwner, unless Brandywine in good faith reasonably determines that such expenditures arenecessary to protect the particular Project from damage, to prevent injury to personsor loss of life, to maintain required services to tenants or prevent a default on thepart of Owner as landlord under leases or the Basic Documents (“Emergency Action”).Brandywine’s undertakings as provided for in this Section 2.10(b) are predicated uponOwner providing adequate funds to carry out such actions.2.11. Obligations Under Notes, Mortgages, Ground Leases, Joint Venture Agreements. To theextent that monies are available from a particular Project, Brandywine shall duly and
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  punctually perform and comply with all of the obligations, terms and conditions required tobe performed or complied with by Owner under the promissory notes or evidences ofindebtedness, mortgages, deeds of trust and other instruments collateralizing indebtedness,ground leases and joint venture agreements (the “Basic Documents”), relating to theoperation, development, maintenance and servicing of the Projects, including withoutlimitation, the timely payment of all sums required to be paid thereunder, all to the endthat Owner’s interest in the Project and its interest as landlord under the leases shall bepreserved and no default chargeable to Owner shall occur under the Basic Documents. Allnotices from any mortgagee, ground lessor or other party to any of the Basic Documents, andto or from a tenant under any lease, given pursuant thereto or pertaining thereto and allnotices from any governmental or official entity, and all papers relating to any litigationor other proceeding relating to or concerning any Project, shall be forthwith delivered toOwner by Brandywine or vice versa. 2.12. Use. Brandywine agrees not to knowingly permit the use of any Project for anypurpose which might void any policy of insurance held by Owner or which might render any lossinsured thereunder uncollectible, or which would be in violation of any governmental law,statute, code, ordinance, order, requirement, rule or regulation. 2.13. Inspection. Brandywine shall inspect (or cause to be inspected) the Projects inorder to ascertain required items of capital repairs or maintenance. In the event thatBrandywine provides these services, it shall be reimbursed for out of pocket costs andexpenses and the compensation of employees performing such services at amounts agreed to byOwner. 2.14. Leasing. (a) Broker. If and to the extent requested by Owner, Brandywine shall makereasonable efforts to lease available space in any Project at rates and on termscontained in the annual Budget and Schedules thereto with respect to the particularProject as approved by Owner, and shall be responsible for all negotiations withprospective tenants. Brandywine shall negotiate all extensions and renewals of thoseleases and shall have the right to make concessions including rental concessions, asinducements to prospective tenants to occupy the Project after consultation with andapproval by Owner.  (b) Leasing Fee. If Owner requests that Brandywine perform leasingservices, Brandywine shall receive as compensation Six Percent (6%) of minimum or baserent during the initial term of the lease. That fee shall apply to all new tenantsprocured by Brandywine. Brandywine shall receive Three Percent (3%) of minimum or baserent for the renewal, option renewal or extension of the term of leases secured byBrandywine. The fees outlined in this Section shall be paid within thirty (30) days ofexecution of the particular lease or amendment thereof.  (c) The Lease. In furtherance of any leasing assignment, Brandywine willuse Owner’s standard form lease, as it may be amended and updated from time to time,for all tenants at each of the Projects unless otherwise directed by Owner.
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2.15. Additional Services. (a) Additional Tenant Services. Should Brandywine provide any services totenants or subtenants which are not customary services, are services not requiredhereunder (“Additional Tenant Services”), or are services which might generatenon-customary income for Real Estate Investment Trust qualification purposes asdetermined by Owner, then a separate charge for such Additional Tenant Services shallbe made to the tenant or subtenant receiving such Additional Tenant Services, whichshall be paid to and retained by Brandywine for its own account and Owner shall have nointerest therein. Brandywine shall pay all costs and expenses incurred in providingsuch Additional Tenant Services. All amounts received by Brandywine from AdditionalTenant Services shall be excluded from Gross Rental Receipts for purposes of thecalculation of the compensation provided for in Section VII below.  (b) Additional Owner Services. Should Brandywine provide any services toOwner which are not customary services or are services not required hereunder, such as,but without limitation, capital transactions, insurance administration, collections notin the ordinary course, or information technology support at Project locations(“Additional Owner Services”), then a separate charge for such Additional OwnerServices shall be negotiated by Owner and Brandywine before such services are performedby Brandywine.2.16. Compliance With Laws. Owner and Manager shall fully comply with all laws, statutes,codes, ordinances, orders, requirements, rules and regulations governing the Projects and thebusiness conducted therein; provided, however, that at Brandywine’s election, Brandywine maytake such action as may be necessary to comply on the part of Owner with any and all laws,statutes, codes, ordinances, orders or requirements, rules or regulations affecting any of theProjects promulgated by any federal, state, county or municipal authority having jurisdictionover the particular Project, and all applicable orders of the Board of Fire Underwriters orother similar bodies. Except in connection with Emergency Action, Brandywine shall obtainOwner’s prior approval for any compliance action or work not already provided for in a Budget.Notwithstanding any voluntary action taken by Brandywine on behalf of Owner, Brandywine shallbe released from any responsibility in connection with any law, statute, code, ordinance,order, requirement, rule or regulation pertaining to the particular Project, or the businessconducted therein, and Owner assumes full and complete responsibility for compliance therewithand for the payment of any and all penalties, taxes, impositions and fines resulting from afailure to comply with such law, statute, code, ordinance, order, requirement, rule orregulation, except for (a) the gross negligence, fraud or willful or wanton misconduct ofBrandywine, (b) claims relating to employment discrimination based on acts or omissions ofBrandywine or (c) claims relating to environmental conditions or violations resulting fromacts or omissions of Brandywine. III. CORPORATE SERVICES 3.1. Accounting Systems and File Conversions. Owner and Manager shall allow utilizationof the existing software applications through April 30, 2008. During this time period,
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  Brandywine shall evaluate those and other software applications to determine the mostefficient and cost effective solution for Owner’s continuing operations. Owner has agreedto make its database available to Brandywine through the term of this Agreement. Anysoftware upgrades or new software implementation shall be at Owner’s expense, but shall onlybe implemented with Owner’s prior approval. 3.2. Information Technology. Brandywine shall provide at Brandywine’s office, user access(setup, passwords, and drive access); PC/terminal maintenance and support; Skyline softwaresupport; and initial Skyline training. Owner shall pay for all relocation, consulting andshipping expenses related to the transfer of all equipment to Brandywine’s office from Ownerand Manager’s Phoenix, Arizona and New York offices, and ongoing maintenance thereof. 3.3. Accounts Receivable. Brandywine shall, as applicable at the Project Services orCorporate Services level: create tenant charges; process receipts and apply to charges;deposit receipts; maintain security deposit accounts; prepare accounts receivable agingreports; and prepare rent roll reports. 3.4. Accounts Payable. Brandywine shall, as applicable at the Project Services orCorporate Services level: establish vendors in the system; obtain invoice approval forpayment; enter invoice data; post invoices; select invoices for payment after approval byOwner; process checks as required; post checks paid; mail checks; and prepare accounts payablereports. 3.5. Bank reconciliations. Brandywine shall, as applicable at the Project Services orCorporate Services level: analyze cash receipts and disbursements files; analyze bankstatements; analyze deposit slips; analyze cancelled checks; and prepare monthlyreconciliations. 3.6. Related Services. Brandywine shall, as applicable at the Project Services orCorporate Services level, engage in payroll preparation and coordination of required filings,human resources management; pension, health and welfare and other benefits compliance(including union requirements, if applicable); general ledger accounting including, but notlimited to, cash receipts and disbursements, fixed assets/capitalization, cost allocation, andinter-company billings/fundings; FASB 109 compliance; and consolidations and eliminations. 3.7. Financial Statements. Brandywine shall, as appropriate at the Project Services orCorporate Services level: establish and maintain a chart of accounts; maintain budgets; manageand prepare journal entries; maintain general ledger history; issue general ledger reports;and issue job cost reports. Brandywine shall prepare Project and Owner-level financialstatements and provide support to Owner in allowing Owner’s audit committee and independentauditors to conduct, on a timely basis, quarterly reviews and annual audits of financialstatements, in accordance with generally accepted accounting principals consistently applied.Brandywine shall also prepare on a timely basis reports to joint venture partners, asrequired by the particular joint venture agreement, and periodic reports, as may be requiredby any lender or lessor.
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3.8. Sarbanes-Oxley Compliance. Brandywine shall, as appropriate at the Project Servicesor Corporate Services level, support Owner, its board of directors and the audit committeethereof, as applicable, in establishing, maintaining and evaluating a system of “disclosurecontrols and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and “internal control overfinancial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the ExchangeAct). Such disclosure controls and procedures shall be (a) designed to ensure that materialinformation relating to Owner, including its consolidated subsidiaries, is made known byBrandywine to Owner’s chief executive officer and its chief financial officer and otherswithin those entities, and (b) reasonably effective to perform the functions for which theyare established and prevent any significant deficiency or material weakness in their design oroperation which could adversely affect the ability of Owner to record, process, summarize andreport financial data. Brandywine shall also reasonably cooperate with Owner and its chiefexecutive officer and chief financial officer so as to enable such officers to make on atimely basis any required Sarbanes-Oxley certifications and to enable management of Owner tocomplete any required Sarbanes-Oxley evaluations and assessments. Brandywine shall makereasonably available to Owner its personnel and any books and records developed by Brandywinein the performance of its services hereunder to enable Owner to audit Brandywine’s records andreports and to carry out any required testing and review required under Section 404 of theSarbanes-Oxley Act of 2002. 3.9. Cash Management. Brandywine shall as appropriate at the Project Services orCorporate Services level: process internal cash transfers; process external bank wires; investcash reserves as directed by Owner; and establish bank accounts as required and directed. 3.10. Lease Administration. Brandywine shall: scan lease request forms (“LRF’S”) into thesystem; prepare or caused to be prepared appropriate documentation to implement actionproposed per the LRF; coordinate with internal personnel and/or outside counsel in support oflease negotiations; review signed documents and compare to LRF’S; obtain appropriate signaturefor document execution; promptly distribute to Owner approved documents; and enter appropriateinformation into the system. IV. AUTHORITY OF BRANDYWINE 4.1. Execution of Documents. Subject to the provisions below, Owner shall execute allleases, contracts, agreements and other documents 4.2. Contracts and Agreements. Brandywine shall not execute or enter into and bind Ownerwith respect to any contract or agreement without the prior written consent of Owner,including but not limited to contracts and agreements on behalf of Owner for the operation,maintenance, development and servicing or the furnishing of services to tenants or subtenantsin any of the Projects, and in the case of casualty, breakdown in machinery or other similaremergency, unless, if, in the reasonable good faith opinion of Brandywine, Emergency Actionprior to written approval is necessary.
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4.3. Use of Name. Owner authorizes Brandywine to use the Project names as designated byOwner in the performance of its obligations hereunder and for the purposes of identificationand advertising. 4.4. Notification of Emergency Action. Brandywine shall take Emergency Action hereunderonly in concert with prompt notification by Brandywine to Owner of such actions. V. RELATED PARTY TRANSACTIONS. 5.1. Brandywine shall not, without the prior written consent of Owner in each instance, inconnection with the performance of its duties hereunder, purchase any supplies, services,equipment or other items from or contract or make any commitments with or otherwise employ ordeal with any person, firm, company, partnership or other entity which controls, is controlledby, or is under common control with, Brandywine, or in which Brandywine or any officer,director, shareholder, employee or agent thereof have a direct or indirect financial interest(each a “Related Party”). If Brandywine is seeking Owner’s consent to any such dealings,Brandywine shall fully disclose to Owner in writing the exact nature of the relationshipbetween Brandywine and the Related Party and the terms of the agreement to be entered into.Any agreements with a Related Party shall be on arm’s length, fair market terms. If Ownerconsents to any such dealings in writing, Brandywine shall enter into a written agreement withthe Related Party only on the terms disclosed to Owner and shall enforce such agreement on anarm’s-length basis. VI. INDEMNITY 6.1. Owner and Manager hereby agree to indemnify, defend and hold harmless Brandywine andBrandywine’s officers, directors, shareholders, employees and agents from and against actualdamages, incurred as a direct result of any liability, claim, action, suit or proceeding,incurred by any such person directly arising out of or in connection with (a) any default byOwner or Manager in the performance of Owner’s or Manager’s duty under this Agreement, (b)Owner’s or Manager’s failure or refusal to comply with any law, statute, code, ordinance,order, requirement, rule or regulation of any federal, state or municipal authority, and/or(c) the operation, development or maintenance of the Projects to the extent Brandywine wasacting within the scope of, in compliance with, and using the standard of care provided inthis Agreement. The foregoing provisions of this Section 6.1 shall survive the expiration ortermination of Brandywine’s appointment for five (5) years to the extent the action resultingin such liability, claim, action, suit or proceeding arose prior to such termination orexpiration. Nothing contained in this Section 6.1 shall (x) relieve Brandywine from any ofits obligations under this Agreement or (y) require Owner to indemnify Brandywine for anyclaim covered by insurance or any damages, costs, or expenses (i) resulting from the grossnegligence, wanton or willful misconduct, fraud of, or misappropriation of funds by,Brandywine and/or any of its officers, directors, shareholders, employees or agents, (ii)relating to employment discrimination relating to or arising from acts or omissions ofBrandywine or (iii) concerning environmental compliance or violations resulting from orrelating to acts or omissions of Brandywine.
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6.2. Brandywine agrees to indemnify, defend and hold harmless Owner and Manager and Owner’s andManager’s officers, directors, shareholders, employees and agents from and against any actualdamages, costs or expenses (including reasonable out of pocket attorneys’ fees anddisbursements) incurred as a result of any liability, claim, action, suit or proceeding,incurred by such person directly arising out of or in connection with (i) any act or omissionof Brandywine or any officer, agent, or employee of Brandywine which constitutes grossnegligence, willful misconduct, fraud, or misappropriation of funds or (ii) any materialdefault by Brandywine in the performance of Brandywine ‘s duties under this Agreementincluding any action by an agent of Brandywine which gives rise to such default. Theforegoing provisions of this Section 6.2 shall survive the expiration or termination ofBrandywine’s appointment for five (5) years to the extent the action resulting in suchliability, claim, action, suite or proceeding arises prior to such termination or expiration.Nothing contained in this Section 6.2 shall (x) relieve Owner or Manager from any of itsobligations under this Agreement or (y) require Brandywine to indemnify Owner or Manager forany claim covered by insurance or any damages, costs, or expenses resulting from the grossnegligence, fraud or wanton or willful misconduct of Owner or Manager. VII. COMPENSATION FOR SERVICES 7.1. Fee. (a) Commencing April 1, 2008, Owner and Manager shall pay to Brandywine ascompensation for all of the services rendered during the Term of this Agreement, other than asprovided for in Sections 2.14(b) and 2.15 (a) and (b), an amount equal to (a) for ProjectServices, one and one half percent (1.50%) of the “Gross Receipts” of the Projects payablemonthly, plus (b) for Corporate Services, $60,000 per month, along with the actual and costsand expenses for travel and other out-of-pocket expense incurred by Brandywine, all of whichshall be billed monthly. All fees and costs and expenses shall be due and payable on the 10thof each month.        (b) On April 1, 2008, Owner and Manager shall pay a one-time set up fee to Brandywine,in order to defray costs and expenses incurred by Brandywine for the purpose of preparing toprovide the Project Services and the Corporate Services to Owner and Manager, including,without limitation, compensation paid by Brandywine to its employees for the purpose ofmanaging the transition from Owner and Manager to Brandywine and computer hardware andsoftware cost, in the amount of $35,000 allocable to each of the seven (7) Projects, $35,000pertaining to each of Owner and Manager, and $35,000 with respect to Sarbanes-Oxleycompliance for the Projects, Owner and Manager.7.2. Definition of Gross Receipts. The term “Gross Receipts” as used herein shall mean(a) all gross income received from all tenants (including Carts and Kiosks) for the use andoccupancy of each Project and improvements, or any part thereof and including all minimum baserental amounts, percentage rents, storage rents, telephone income, business interruptioninsurance proceeds or “rental insurance” allocable to the applicable reporting period and anyother miscellaneous income, and (b) all tenant recoveries including tenant electric charges(whether by inclusion, or electric submeter (but excluding electric charges via direct meterfrom the utility to tenants) and including all shop and anchor tenant HVAC charges), operatingcost pass-throughs, CAM pass-
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  throughs, real estate tax pass-throughs, parking charges, marketing charges, food courtcharges, water*,*sewer and storm charges, and trash removal. 7.3. Reimbursement of Attorneys Fees. Brandywine shall be reimbursed for all attorneysand/or other professional fees and disbursements incurred in the enforcement or protection ofOwner’s or Manager’s interests in the Projects including, but not limited to, collections ofdelinquencies and evictions, as authorized pursuant to this Agreement. 7.4. Brandywine represents to Owner, to the best of Brandywine’s knowledge, that the fees payableto Brandywine hereunder are fair and reasonable based on the scope of the servicescontemplated hereunder. VIII. COSTS AND EXPENSES 8.1. Expense of Owner. Subject to compliance by Brandywine with the applicable Budgets,all obligations or expenses incurred hereunder, including but not limited to on-sitemaintenance personnel and wages and payroll costs with respect thereto, shall be for theaccount of, on behalf of, and at the expense of Owner; provided, however, that Owner shall notbe obligated to reimburse Brandywine for any overhead expense of Brandywine incurred in itsgeneral offices, or for salaries of any executives or supervisory personnel of Brandywine. 8.2. Reimbursement for Expenses. Any payments made by Brandywine in the performance ofits duties and obligations under this Agreement shall be made solely out of such funds asBrandywine may from time to time hold for the account of Owner, as provided in Section 2 ofthis Agreement, or as may otherwise be provided by Owner. IX. TERM AND TERMINATION 9.1. Term. This Agreement shall be for a term of commencing on the date hereof (the“Commencement Date”), and terminating at midnight on June 30, 2009 (the “Termination Date”).Thereafter, this Agreement shall continue on a year-to-year basis after said Termination Date,unless terminated in accordance with Section 9.2. 9.2. Termination. Brandywine or Owner or Manager may terminate this Agreement upon notless than ninety days (90) prior written notice; provided, however, that neither Owner,Manager, nor Brandywine shall have the right to give notice to terminate this Agreement priorto June 30, 2008, except that Owner shall have the right to terminate this Agreement promptlyupon the material breach by Brandywine of its obligations under this Agreement, which breachremains uncured for a period of thirty (30) days after notice by the Owner of such breach.During such ninety (90) day period, Owner and/or Manager shall continue to pay to Brandywineall fees, compensation and cost and expense reimbursements to which Brandywine is entitledunder and pursuant to this Agreement, which, in the case of the Fee provided for in Section7.1(a), shall be no less on a monthly basis than the fee paid to Brandywine for the monthimmediately preceding the month in which the termination notice is sent. Owner shall have theright to exclude any Project from the scope of this Agreement by giving thirty (30) daysnotice to Brandywine of such decision. To the extent that an individual existing Project isno longer the subject of this
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  Agreement, termination relative to that Project shall be treated as if it were the solesubject of this Agreement. 9.3. Brandywine’s rights, Obligations After Termination. Upon the termination of thisAgreement as provided above, Brandywine shall; (a) Deliver Records. Deliver to Owner, or such other person or persons asmay be designated by Owner, copies of all books and records of each Project, allcomputer records relating to the Projects and/or Owner, and all funds in the possessionof Brandywine belonging to Owner or received by Brandywine pursuant to the terms ofthis Agreement or of any of the Basic Documents; and  (b) Assignment. Assign, transfer or convey to such person or persons allservice contracts and personal property relating to or used in the operation andmaintenance of the Projects, except any personal property which was paid for and isowned by Brandywine.  (c) Termination of Obligations; Right to Compensation. Upon terminationpursuant to this Section 7, the obligations of the parties hereto shall cease as of thedate specified in the notice of termination; provided, however, that Brandywine shallcomply with the applicable provisions hereof; provided, further, however, thatBrandywine shall be entitled to receive any and all compensation which may be dueBrandywine hereunder at the time of such termination or expiration.X. ASSIGNMENT 10.1. Neither this Agreement nor any rights and/or duties of Owner or Manager or Brandywinehereunder shall be assigned, without the prior written consent of the other party, whichconsent may be unreasonably withheld, conditioned or delayed by such other party. XI. NOTICE 11.1. All notices, requests, demands, or other communications hereunder shall be in writing, andshall be deemed to have been duly given if delivered in person or when sent (a) by FederalExpress or other similar reputable overnight document delivery service guaranteeing next daydelivery, or (b) facsimile transmission, with a hard copy mailed within one (1) business dayby U.S. First Class Mail, addressed to the parties at the addresses listed on Exhibit Bhereof. 11.2. Notices sent by overnight delivery service shall be deemed delivered the day after depositwith the delivery service, while notices sent by facsimile transmission shall be deemed receivedthe day of confirmation, if received prior to the close of business at the recipient’s offices, andotherwise on the next day.
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XII. MISCELLANEOUS. 12.1. Captions. The captions of this Agreement are inserted only for the purpose ofconvenient reference and do not define, limit, or prescribe the scope or intent of thisAgreement or any part hereof. 12.2. Attorney’s Fees. Should either party bring suit to enforce any of the terms of thisAgreement, the substantially prevailing party shall be entitled to recover court costs andreasonable attorney’s fees and disbursements.12.3. Entire Agreement. This Agreement and the Exhibits, attached heretoand forming a part hereof, set forth all the covenants, promises,agreements, conditions or understandings between the partiesconcerning the Project and there are no covenants, promises,agreements, conditions or understanding, either oral or written,between them other than are herein set forth. No alterationamendment, change or addition to this Agreement shall be bindingupon Owner or Manager or Brandywine unless reduced to writing andsigned by each party, 12.4. No Partnership or Joint Venture. Nothing contained in this Agreement shall beconstrued to make Owner and Brandywine partners or joint venturers or to render any of themliable for the debts or obligations of the other, except as expressly provided for in thisAgreement. Nothing contained herein is intended to confer any benefit upon any third party orto make any third party a third party beneficiary of this Agreement. 12.5. No Property Interest Created. Nothing contained in this Agreement shall be deemedto create or shall be construed as creating in Brandywine any property interest in or to theProjects. Brandywine shall at the request of any lender to, or relating to, a Project,subordinate its rights and payments hereunder relating to the applicable Project as any suchlender may require and shall agree to provide to such lender information as to the particularProject with which such lender is associated and including the option of such lender toterminate this Agreement as to any such Project as such lender may require, but subject to theninety (90) days prior written notice requirement set forth and contained in Section 9.2. 12.6. Effect of Partial Invalidity. Should any section or any part of any section of thisAgreement be rendered void, invalid, or unenforceable by any court of law, for any reason,such a determination shall not render void, invalid or unenforceable any other section or anypart of any section in this Agreement. 12.7. Applicable Law. This Agreement shall be construed in accordance with the laws ofthe state where each particular Project is located or the Commonwealth of Pennsylvania, asapplicable. 12.8. Equal Opportunity. It is understood and agreed that Brandywine is an equalopportunity and non-discriminatory employer. Owner or Manager and Brandywine agree that thereshall be no discrimination against, or segregation of, any person, or group of persons, onaccount of race, color, creed, religion, sex, age or national origin in the lease, transfer,use, occupancy or enjoyment of the Projects nor shall Owner, Manager or Brandywine
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  permit any discrimination or segregation with respect to the selection, location, number,use or occupancy of tenants of space in any Project. 12.9. Brandywine’s Employees. Owner and Manager understand and agree that Brandywine hasexpended great amounts of time and effort in the selection, hiring and training of itsemployees and that Brandywine’s business, and the conduct thereof, is dependent to a largeextent upon maintaining and retaining employees who have been trained by Brandywine and thatBrandywine risks extreme hardship and monetary loss whenever such employees leave its service.For the above reasons, Owner agrees that it shall not, directly or indirectly, during the Termof this Agreement, or for two (2) years after the expiration of the term of this Agreement,employ or solicit for employment, or otherwise engage, Brandywine’s employees. Owner furtheragrees that Brandywine shall be entitled to injunctive relief, monetary damages or both, uponOwner’s violation or breach of the foregoing. 12.10. Limited Liability. No officers, shareholders, members, partners, principals,directors, employees, servants or agents of Owner or Manager or Brandywine, or any of them,shall be personally liable for the performance of Owner’s or Manager’s or Brandywine’srespective obligations under this Agreement. 12.11. Arbitration. Except with respect to Section 12.8, all disputes between the partiesrelating to this Agreement shall be resolved exclusively by arbitration in Pennsylvania underthe applicable rules of the American Arbitration Association. Except as expressly authorizedby statute or the terms of the Agreement, the arbitrator may only award damages for the actuallosses suffered by the injured party. The prevailing party in the arbitration shall beentitled to reasonable attorneys’ fees and costs associated with the arbitration and with anyrelated judicial action to enforce the arbitrator’s award 12.12. Confidentiality, Advertising, Publicity. Owner and Manager and Brandywine agreethat the existence of, and terms and provisions set forth in this Agreement, as well as thetransactions contemplated hereby and all communications and correspondence between Owner, andManager and Brandywine and/or their respective employees, officers, directors, shareholders,employees and agents (including their respective attorneys, advisors, and third partyconsultants) regarding same, whether delivered prior and/or subsequent hereto (collectively,the “Confidential Information”), shall be held in strict confidence and not disclosed to anythird parties, unless and only to the extent required by applicable law or judicial process.In addition, no publicity of any kind, including photographs, advertisements, press releases,news release or other public statements relating to (i) any Project, (ii) the transactionscontemplated by, or the existence of, this Agreement, or (iii) any other ConfidentialInformation, shall be made without the prior written consent of Owner and Manager.Notwithstanding the above, Brandywine acknowledges that Owner will disclose the terms of thisAgreement in a press release and in filings made by the Company with the Securities andExchange Commission and will also file a copy of this Agreement as an Exhibit to such filings. 12.13. Ownership of Information. Brandywine, Owner and Manager agree that all informationrelating to the Projects or Owner that has been or will be provided to Brandywine in theperformance of its services hereunder shall be shall be held in strict confidence
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  Brandywine and shall not be disclosed to any third parties without Owner’s prior writtenconsent. All such information and any data, reports or records generated by Brandywine inthe performance of its services hereunder shall remain the property of Owner and shall bedeliverable to Owner from time to time upon its request. 12.14. Time is of the Essence. Time is of the essence of this Agreement and of all termsand conditions of this Agreement. In the event that this Agreement requires the payment of anysum of money or the performance of any action on any day which is a Saturday, Sunday, or anyday on which commercial banks are required to be closed under the laws of the Commonwealth ofPennsylvania, then such payment or performance shall be excused until the next day which isnot a Saturday, Sunday or any day on which commercial banks are required to be closed underthe laws of the Commonwealth of Pennsylvania. For the purposes of this Agreement, the term“Business Day” shall mean any day on which commercial banks are not required to be closedunder the laws of the Commonwealth of Pennsylvania or any day which is not a Saturday orSunday.*[Signatures Appear on the Following Page.]*
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          IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first above written,     OWNER: FELDMAN MALL PROPERTIES, INC. By:   Name:   Title:   MANAGER: FELDMAN EQUITIES MANAGEMENT, LLC By:   Name:   Title:   BRANDYWINE: BRANDYWINE FINANCIAL SERVICES CORPORATION By:   Name:   Title:  
 

 
**Exhibit A**Projects   Colonie Center Mall Albany, New YorkFoothills Mall Tucson, ArizonaGolden Triangle Mall Denton, TexasHarrisburg Mall Harrisburg, PennsylvaniaNorthgate Mall Cincinnati, OhioStratford Mall Chicago, IllinoisTallahassee Mall Tallahassee, Florida
 

 
**Exhibit B**AddressesFeldman Mall Properties, Inc. and/or Feldman Equities Management, LLC: