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Exhibit 10.8  Employment Agreement of Steven M. Edelman

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this Agreement) is made at Cleveland, Ohio,
this 16th day of May, 2003, between STONEHAVEN REALTY TRUST, a Maryland
business trust (the Trust), and STEVEN M. EDELMAN, 6301 Coldstream Drive,
Highland Heights, Ohio 44143 (Edelman).

WITNESSETH:

WHEREAS, at the time set forth herein, Edelman will hold the office of
Senior Vice President and Chief Investment Officer of the Trust;

WHEREAS, Edelman is expected to make major contributions toward the
business of the Trust; and

WHEREAS, the Trust and Edelman desire to enter into this Agreement
pursuant to which the Trust will employ Edelman and Edelman will serve the
Trust;

NOW, THEREFORE, the Trust and Edelman, in consideration of the premises
and the mutual covenants herein contained, agree as follows:

1.   EMPLOYMENT, CONTRACT PERIOD. During the period specified in this Section 1,
the Trust shall employ Edelman, and Edelman shall serve the Trust, on the terms
and subject to the conditions set forth herein. The initial term of Edelmans
employment hereunder shall commence as of the date specified in the first
sentence of this Agreement (the Effective Date) and, subject to prior
termination as provided in Section 8, shall continue through the second
anniversary of the Effective Date. The term of Edelmans employment hereunder
shall be automatically renewed on the second anniversary of the Effective Date
and on each succeeding anniversary of the Effective Date thereafter for
succeeding terms of one year each, unless either party shall have given, at
least 90 days prior to the expiration of any term, written notice of his or its
intention not to renew the term of Edelmans employment hereunder, except that
no extension of the term of Edelmans employment hereunder shall extend beyond
the date of Edelmans 70th birthday. The term of Edelmans employment hereunder
is sometimes hereinafter referred to as the Contract Period.

2.   POSITION, DUTIES, RESPONSIBILITIES.

(a)     Except as set forth in Section 2(b), at all times during the Contract
Period, Edelman shall have the title of Senior Vice President and Chief
Investment Officer of the Trust and shall have and perform the duties and
responsibilities of that office (the Office), subject to the authority of the
Board of Trustees of the Trust (the Board of Trustees). In addition, Edelman
may hold such other offices as may be designated from time to time by the Board
of Trustees.

(b)     At all times during the Contract Period, Edelman shall devote
substantially all of his business time, energy, and talent to the business of
and to the furtherance of the purposes and objectives of the Trust, and neither
directly nor indirectly render any business, commercial, or professional
services to any other person, firm, or organization for compensation without
the prior approval of the Board of Trustees. Nothing in this Agreement shall
preclude Edelman from devoting reasonable periods of time to charitable and
community activities, service on boards of other companies (public or private)
not in competition with the Trust, undertaken after consultation with the Board
of Trustees; or the management of his personal investment assets provided:



| | (i)  |  | such activities do not interfere with the performance by Edelman
of his duties hereunder;
| | ---- |  | -----------------------------------------------------------------------------------------
|
| | (ii) |  | Edelman does not make any single
investment in excess of $500,000                        

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| |       |  | in the outstanding securities of a publicly owned
equity real estate investment trust or of any other
entity engaged primarily in the ownership and/or
management of real estate, other than the Trust. This
limitation shall not apply to the continued holding by
Edelman of any investments that were held by him on
January 1, 2003 and have been held by him continuously
thereafter and any holding by Edelman that is approved
by the independent Trustees of the Board of Trustees;
and
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii) |  | Edelman does not advise, assist,
or render any services, either directly or indirectly,
to a publicly-owned equity real estate investment trust
or in any other entity engaged primarily in the
ownership and/or management of real estate that
competes with the Trust (except that this limitation
shall not apply to the continued holding by Edelman of
any investments that were held by him on January 1,
2003 and have been held by him continuously
thereafter), other than the Trust. 

(c)     The duties to be performed by Edelman under this Agreement shall be
performed primarily in Cuyahoga County at the offices of the Trust, and he
shall not be required to perform services elsewhere except for travel incident
to his performance of services hereunder.

3.          BASE SALARY AND PLAN COMPENSATION.

(a)     The rate of Edelmans base salary hereunder as of the Effective Date
shall be $60,000 per year. The rate of Edelmans base salary is considered to
be below the market rate for executives with similar experience and shall be
reviewed at least annually during the Contract Period and may be adjusted from
time to time, based upon such standards as the Board of Trustees may determine
to be appropriate, except that no such adjustment shall result in a reduction
of Edelmans base salary below the level for the preceding year during the
Contract Period.

(b)     Edelman shall receive the awards and any other compensation that have
been earned during the Contract Period and that he is entitled to receive under
any of the Trusts present or future share option, incentive compensation, or
executive bonus plan in which he is entitled to participate (such awards and
other compensation are hereinafter referred to as Plan Compensation).

4.          BENEFITS. During the Contract Period, the Trust shall provide Edelman
(a) health and welfare benefits, including health insurance, travel accident
insurance, life and accidental death insurance, and long term disability upon
the same terms and conditions as to the other executives, (b) directors and
officers liability insurance, (c) a parking space, (d) memberships in a
business club in downtown Cleveland, if any, as may be deemed necessary by
Edelman, and (e) such other benefits as the Board of Trustees may from time to
time authorize.

5.          SPLIT DOLLAR LIFE INSURANCE. Before the end of the Contract Period, the
Board of Trustees will consider whether it would be appropriate for the Trust
to enter into a split-dollar agreement with respect to an insurance policy on
the life of Edelman with a death benefit for a specific amount payable to
Edelmans designated beneficiary, provided, however, that such benefits or
payments shall at all times be subject to the Sarbanes-Oxley Act of 2002, as
may be amended from time to time, and to the rules issued by the SEC
thereunder.

6.          REIMBURSEMENT FOR EXPENSES. Subject to such limitations as may be
reasonably imposed by the Board of Trustees from time to time, the Trust shall
reimburse Edelman for all reasonable, ordinary, and necessary expenses incurred
by him in the performance of his duties hereunder, provided, however, that such
benefits or payments shall at all times be subject to the Sarbanes-Oxley Act of
2002, as may be amended from time to time, and to the rules issued by the SEC
thereunder; and provided, further, that Edelman accounts to the Trust therefor
in a manner

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sufficient to substantiate deductions with respect to those expenses by
the Trust for federal income tax purposes.

7.     EFFECT OF DISABILITY DURING CONTRACT PERIOD. If, during the Contract
Period, Edelman becomes disabled as determined by a physician acceptable to
Edelman and the Trust, by reason of physical or mental impairment, to such an
extent that he is unable to substantially perform his duties under this
Agreement (Disabled):

(a)     The Trust may relieve Edelman of his duties under this Agreement for
as long as Edelman is disabled.

(b)     So long as Edelman remains Disabled, the Trust shall continue to pay
Edelman the base salary and bonus (cash and stock) at the rate in effect
immediately before he became Disabled, net of any other disability benefits
paid to him by the Trust or any insurance funded by the Trust, the Trust shall
continue to provide those health and welfare benefits, including contribution
to any pension plan, that were being provided to Edelman immediately before he
became Disabled, and Edelman shall continue to earn the Plan Compensation
(other than bonus) to which he would have been entitled under Section 3(b) had
he continued to be actively employed, until the earliest of (i) the first date
on which he is no longer Disabled, (ii) the date of his death, (iii) the date
on which Edelman attains age 70, or (iv) the third anniversary of the date on
which he became Disabled. If Edelman becomes Disabled, thereafter recovers
sufficiently to be able to substantially perform his duties, and later becomes
Disabled again, the combined period in which Edelman is entitled to receive
disability benefits under this Section 7(b) shall not exceed three years.

8.     TERMINATION.

(a)     DEATH OR DISABILITY. Edelmans employment hereunder will terminate
immediately upon Edelmans death and the Trust shall not be obligated to pay
Edelman any further compensation hereunder except through the date of death.
The Trust may terminate Edelmans employment hereunder immediately upon giving
notice of termination if Edelman is Disabled for an aggregate of 90 days
(whether business or non-business days and whether or not consecutive) during
any period of twelve consecutive calendar months; in the event of any such
termination, the disability benefits payable under Section 7(b) shall be in
lieu of any payments upon termination under Section 9.

(b)     FOR CAUSE. The Trust may terminate Edelmans employment under this
Agreement for Cause if:



| | (i)   |  | Except by reason of being Disabled,
Edelman fails substantially to devote the time and
effort required for him to perform his duties
hereunder;                                                   
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | Except by reason of being Disabled,
Edelman fails to follow directions from the Board of
Trustees that are appropriate in the context of his
status as an executive officer of the Trust;         
|
| | (iii) |  | Edelman is convicted of a felony involving moral turpitude;                                                                                                                                       
|
| | (iv)  |  | Edelman engages in acts in
violation of the provisions of Section 2(c), the
confidentiality provisions of Section 13 or otherwise
breaches the terms of this Agreement in any material
respect; or
|
| | (v)   |  | Edelman willfully, wantonly, voluntarily, and without approval
of the Board of Trustees takes any action that he knows to be materially
adverse to the interest of the Trust and its shareholders,

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| |  |  | collectively.
| |  |  | -------------

Any termination of Edelmans employment for Cause shall be effective
immediately upon the Trust giving Edelman 30 days notice of termination of
employment and the grounds therefore. However, if any failure on Edelmans
part referred to in clause (i), (ii) or (iv) of this Section 8(b) is curable,
the Trust may not terminate Edelmans employment unless the Board of Trustees
first gives him written notice specifying the nature of the failure and the
steps that he must take to cure the failure, and Edelman fails to take those
steps within 30 days after the notice is given.

(c)     BY THE TRUST WITHOUT CAUSE. The Trust may terminate Edelmans
employment hereunder without Cause at any time upon 30 days notice from the
Board of Trustees to Edelman.

(d)     BY EDELMAN FOR GOOD REASON. Edelman may terminate his employment
hereunder for Good Reason if one or more of the events listed in clauses (i)
through (vi) of this Section 8(d) occurs, provided, however, that for
termination under any of subsections (i)  (vi) below, Edelman must provide the
Trust with a written notice of termination, specifying with particularity the
events constituting Good Reason and the Trust shall have a period of 30 days to
cure such events:



| | (i)   |  | Edelmans base salary is reduced from the amount in effect
for the preceding year;                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | The Trust fails to provide the Plan
Compensation contemplated by Section 3(b) (after such
Plan Compensation has been adopted by the Board of
Trustees or a committee thereof);                                                                                                                                                                                                                                                                                                                                      
|
| | (iii) |  | The Trust fails in any material respect to provide
benefits in accordance with Section 4 or to consider the
appropriateness of the split-dollar insurance in accordance with
Section 5, in either case after Edelman has given the Trust written
notice of the failure, and the Trust has failed to effect a cure
within 30 days after the notice is given;                                                                                                                                                         
|
| | (iv)  |  | Edelman is removed from any of his
Offices or responsibilities or his duties with the
Trust are otherwise reduced to such an extent that he
no longer has authority commensurate with an executive
officer of the Trust (except as such removal and
termination is permitted under this Agreement);                                                                                                                                                                                                                 
|
| | (v)   |  | Edelmans principal place of employment for the Trust is
relocated outside of the Cleveland metropolitan area and, as a
result, he is required to relocate outside the Cleveland
metropolitan area; or                                                                                                                                                                                                                                                                                                              
|
| | (vi)  |  | After a Shift in Ownership (as
defined in Section 11), the Board of Trustees
fundamentally changes its strategic plan in a manner
opposed by Edelman. Edelman may not terminate his
employment under this clause (vi) unless he first gives
the Board of Trustees written notice of specifying the
change or changes that he opposes and the steps that
the Board of Trustees must take to rectify the
strategic plan, and the Board of Trustees fails to take
those steps within 30 days after the notice is given.

(e)     BY EDELMAN WITHOUT GOOD REASON. Edelman may terminate his

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employment hereunder without Good Reason at any time upon 30 days advance
notice from Edelman to the Board of Trustees and upon such termination the
Trust shall be obligated to pay Edelman only as set forth in Section 9 (a) of
this Agreement.

9.        PAYMENTS UPON TERMINATION. Following any termination of Edelmans
employment with the Trust, the Trust shall pay and provide to Edelman, after
the date of the termination (the Termination Date), the amounts and benefits
provided in this Section 9.

(a)     TERMINATION BY THE TRUST OR BY EDELMAN FOR ANY REASON. Upon any
termination of Edelmans employment for any reason, the Trust (i) shall pay to
Edelman all unpaid base salary and other benefits (e.g., accrued vacation) with
respect to periods ending on or before the Termination Date and (ii) shall
provide to Edelman all Plan Compensation that has been earned and vested prior
to the Termination Date, subject to the terms and provisions of the applicable
plans.

(b)     TERMINATION BY THE TRUST WITHOUT CAUSE, OR BY EDELMAN FOR GOOD REASON.
If Edelmans employment hereunder is terminated by the Trust without Cause or
by Edelman for Good Reason, in addition to (but not in duplication of) the
salary and Plan Compensation under Section 9(a), Trust shall pay and provide to
Edelman the following amounts and benefits through the third anniversary of the
Termination Date (the Benefit Termination Date) at the same times as those
amounts and benefits would have been paid and provided if Edelman had continued
in the active employ of the Trust through the Benefit Termination Date:



| | (i)   |  | Base salary and bonus (cash and stock) at the rate in effect
immediately before the Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | Those health and welfare benefits including contribution to any
pension plan that were being provided to Edelman immediately before the
Termination Date through the Benefit Termination Date.                                                                                                                                                                                                                                                                                                                                                                             
|
| | (iii) |  | In addition to any benefits Edelman is or may be entitled to
under any retirement plan or program in which he participates, if after a
Shift in Ownership an amount equal to three (3) times the total amount
contributed by the Trust to Edelmans account under the pension plan and
any excess benefit plan related thereto, with respect to the plan year
immediately prior to the Termination Date provided such payment shall not
be duplicative of any payment made or to be made under subsection (ii)
above.                                                      
|
| | (iv)  |  | Continued vesting of share options
held by Edelman through the Benefit Termination Date
and the ability to exercise vested options through the
later to occur of the expiration date of the share
options or the Benefit Termination Date, as if Edelman
had remained employed by the Trust.                                                                                                                                                                                                                                                                               
|
| | (v)   |  | Continued earning of any restricted
shares held by Edelman. After the Termination Date,
against delivery to the Trust of the certificate or
certificates representing all of the restricted shares,
the Trust will issue to Edelman an unlegended
certificate or certificates for the shares whose
restrictions have lapsed. If the market price of the
shares at the Benefit Termination Date exceeds the
market price of the shares at the termination Date, the
Trust will promptly issue to Edelman an unlegended
certificate for the balance of the shares due to him.

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| | (vi)  |  | Continued accrual and vesting
through the Benefit Termination Date of any Plan
Compensation not referred to above and the ability to
exercise vested awards through the later to occur of
the expiration date of the awards or the Benefit
Termination Date, as if Edelman had remained employed
by the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (vii) |  | If termination occurs six months
before or six months after a Shift of Ownership, the
Trust shall pay to Edelman the base salary and bonus in
Section 9(b)(i) immediately in a lump sum; continue
health and welfare benefits in Section 9(b)(ii) through
the Benefit Termination Date; pay any pension or
retirement plan payments in clause (ii) and (iii) of
Section 9(b) immediately in a lump sum; all unvested
share options in Section 9(b)(iv) shall become vested;
all restrictions on restricted shares in Section
9(b)(v) shall lapse and an unlegended certificate for
the shares whose restriction has lapsed shall be issued
to Edelman; and immediate accrual, vesting, and payment
of all items under Section 9(b)(vi).

(c)     SHARE OPTIONS. If Edelmans employment hereunder is terminated by
the Trust without Cause or by Edelman for Good Reason, each of Edelman and the
Trust shall have the right to cash out outstanding vested options held by
Edelman by the payment of the aggregate spread between the exercise prices of
the options and the last reported sales price of the shares on the Termination
Date, but only to the extent permitted by loan and other covenants then
applicable to the Trust. Subject to the Sarbanes-Oxley Act of 2002, as may be
amended from time to time, and to the rules issued by the SEC thereunder, the
Trust may, at its election, pay up to 60% of this amount by delivery of a
promissory note, provided that the note is backed by an Unconditional Letter
of Credit, by a Bank acceptable to Edelman, with principal payable in equal
quarterly installments over a period of four years and interest at a rate equal
to prime as quoted by National City Bank, Cleveland, Ohio, plus 1%, compounded
quarterly; the balance of the amount will be paid in cash.

(d)     FULL SATISFACTION. Payment and provision of the salary and benefits
to which Edelman is entitled under this Section 9 shall constitute full
satisfaction of all obligations of the Trust to Edelman arising under this
Agreement and/or in connection with the termination of his employment. The
Plan Compensation and any other benefits or compensation provided to Edelman
under this Section 9 shall not be subject to mitigation under any
circumstances.

10.      EFFECT OF FAILURE TO EXTEND TERM. If either the Trust or Edelman gives
notice to the other of an intention not to extend the term of Edelmans
employment hereunder for an additional year, as contemplated in Section 1, that
notice shall be treated as a notice of intended termination of Edelmans
employment as of the end of then term. Accordingly, the termination of his
employment will be treated as a termination by the Trust or by Edelman, as the
case may be, with or without Cause, and for or not for Good Reason, as the case
may be. This Section 10 is not intended to abrogate the specific notice
requirements applicable to a termination for Cause under clause (i) or (ii) of
Section 8(b) or to a termination for Good Reason under Section 8(d).

11.      SHIFT IN OWNERSHIP.

(a)     A Shift in Ownership shall be deemed to have occurred if at any time
before the Termination Date any Person (other than the Trust, any subsidiary of
the Trust, any employee benefit plan or employee share ownership plan of the
Trust or any subsidiary of the Trust, or any person organized, appointed, or
established by the Trust or any subsidiary of the Trust for or pursuant to the
terms of any such plan), alone or together with any of its affiliates or
associates:



| | (i) |  | causes Edelman not to be appointed
as Senior Vice President and Chief Investment Officer,
in accordance with the intent herein;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------

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|
|
|
|

(b)     In the event of a Shift in Ownership of the Trust, (i) all share
options then outstanding will become fully exercisable as of the date of the
Shift in Ownership, (ii) all restrictions and conditions applicable to
restricted stock and other stock awards will be deemed to have been satisfied
as of the date of the Shift in Ownership, and (iii) all cash awards will be
deemed to have been fully earned as of the date of the Shift in Ownership.

12.      EXCESS PARACHUTE PAYMENT REDUCTION.

(a)       Anything in this Agreement to the contrary notwithstanding, if it is
determined that any payment or distribution by the Trust to or for the benefit
of Edelman (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise) (a Payment) would be nondeductible
by the Trust for Federal income tax purposes because of Section 280G of the
Internal Revenue Code and applicable regulations promulgated thereunder, then
the aggregate present value of amounts payable or distributable to or for the
benefit of Edelman pursuant to this Agreement (such payments or distributions
pursuant to this Agreement are hereinafter referred to as Agreement Payments)
shall be reduced (but not below zero) to the Reduced Amount. The Reduced
Amount shall be an amount expressed in present value which maximizes the
aggregate present value of Agreement Payments without causing any Payment to be
nondeductible by the Trust because of Section 280G of the Internal Revenue Code
and applicable regulations promulgated thereunder. For purposes of this
Section 12, present value shall be determined in accordance with Section
280G(d)(4) of the Internal Revenue Code and applicable regulations promulgated
thereunder. All determinations required to be made under this Section 12 shall
be made by the Accounting Firm (as defined in Section 12(b)) which shall
provide detailed supporting calculations both to the Trust and Edelman within
30 days after the Termination Date or such earlier time as is requested by the
Trust. The Trust and Edelman shall cooperate with each other and the
Accounting Firm and will provide necessary information so that the Accounting
Firm may make all such determinations. All such determinations by the
Accounting Firm shall be final and binding upon the Trust and Edelman. Edelman
shall determine which of the Agreement Payments (or, at the election of
Edelman, other payments) shall be eliminated or reduced consistent with the
requirements of this Section 12, provided that, if Edelman does not make such
determination within 20 days of the receipt of the calculations made by the
Accounting Firm, the Trust shall elect which of the Agreement Payments shall be
eliminated or reduced consistent with the requirements of this Section 12, and
shall notify Edelman promptly of such election. All costs and expenses
relating to the determinations to be made hereunder shall be borne solely by
the Trust.

(b)     The term Accounting Firm means the independent auditors of the Trust
for the fiscal year preceding the year in which the Shift in Ownership occurred
and such firms successor or successors; provided, however, if such firm is
unable or unwilling to serve and perform in the capacity contemplated by this
Agreement, Edelman shall select another national or regional accounting firm of
recognized standing to serve and perform in that capacity under this Agreement,
except that such other accounting firm shall not be the then independent
auditors for the Trust.

13.     CONFIDENTIALITY. Edelman acknowledges that the business in which the
Trust is engaged is competitive and that his employment with the Trust has
required and will require that he have access to and knowledge of confidential
and proprietary information pertaining to the Trusts operations and its
properties (Confidential Information). Edelman shall not, during the term of
his employment hereunder or at any time thereafter, except in connection with
the performance of services hereunder or in furtherance of the business of the
Trust, communicate, divulge, or disclose to any other person not a Trustee,
officer, employee, or affiliate of, or not engaged to render services to or
for, the Trust or use for his own benefit or purposes any Confidential
Information that he has

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obtained from the Trust during the Contract Period,
except that this provision shall not preclude
Edelman from communication or use of Confidential Information made known
generally to the public by any party unrelated to Edelman, or from making any
disclosure required by applicable law, rules, regulations, or court or
governmental or regulatory authority order or decree provided that, if
practicable, Edelman shall not disclose any Confidential Information without
first giving the Trust notice of intention to make that disclosure and an
opportunity to interpose an objection to the disclosure.

14.     DEFERRAL OF PAYMENT OF COMPENSATION UNDER CERTAIN CIRCUMSTANCES.

(a)     SECTION 162(M). For purposes of this Section 14, the term Section
162(m) shall mean Section 162(m) of the Internal Revenue Code (which, as
amended by the Revenue Reconciliation Act of 1993, prescribes rules disallowing
deductions for certain applicable employee remuneration to any of five
specified covered employees of a publicly held corporation in excess of
$1,000,000 per year), as from time to time amended, and the corresponding
provisions of any similar law subsequently enacted, and to all regulations
issued under that section and any such provisions.

(b)     DEFERRAL. For purposes of this Section 14, Excess Compensation as
determined by the Accounting Firm, as defined in Section 12(b) shall mean the
amount of compensation (including base salary, bonus and the lapse of
restrictions on restricted shares granted to Edelman) otherwise paid or
provided to Edelman by the Trust under this Agreement at any particular time
(the Scheduled Time) that, after giving effect to all elective deferrals of
compensation, (i) would not be deductible by the Trust if paid at the Scheduled
Time by reason of the disallowance rules of Section 162(m), and (ii) would be
deductible by the Trust if deferred until and paid during a later year.

(c)     RESTRICTED SHARES. Except as provided in Section 14(e) or Section
14(f), if and to the extent that the lapse of restrictions on restricted shares
at the Scheduled Time would result in Excess Compensation, Edelman will forfeit
the restricted shares immediately prior to the Scheduled Time. Thereafter, the
Trust will deliver to Edelman a number of unrestricted shares equal to the
number of restricted shares forfeited, together with an amount equal to any and
all dividends that would have been paid on those shares from the Scheduled Time
through the date of delivery, during the year that is determined by the
Accounting Firm to be the first year following the Scheduled Time during which
the unrestricted shares and dividends can be delivered without disallowance of
the deduction for payment of the compensation by reason of Section 162(m). If
the Accounting Firm determines that in any such year a portion, but not all, of
the unrestricted shares and dividends can be delivered without disallowance of
the deduction, the Trust will deliver to Edelman the portion that can be so
delivered, and, except as provided in Section 14(e) or Section 14(f), the
remainder of the unrestricted shares and dividends will be delivered at a later
date.

(d)     DEFERRED CASH COMPENSATION. Except as provided in Section 14(e) or
Section 14(f), if and to the extent that the payment of cash compensation would
result in Excess Compensation, after the forfeiture of any restricted shares
under Section 14(c), payment of the cash compensation will be deferred.
Thereafter, the Trust will pay to Edelman the amount of the deferred
compensation, together with accrued interest, during the year that is
determined by the Accounting Firm to be the first year following the Scheduled
Time during which the compensation can be paid without disallowance of the
deduction for payment of the compensation by reason of Section 162(m). If the
Accounting Firm determines that in any such year a portion, but not all, of the
deferred compensation and interest can be paid without disallowance of the
deduction, the Trust will pay to Edelman the portion that can be so paid, and,
except as provided in Section 14(e) or Section 14(f), the remainder of the
deferred compensation and interest will be paid at a later date. For purposes
hereof, interest will accrue from the date on which the compensation would have
been paid but for this Section 14(d) through the date of payment at a rate
equal to prime plus 1% quoted by National City Bank, Cleveland, Ohio,
compounded quarterly.

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(e)     EARLY DELIVERY OF UNRESTRICTED SHARES OR PAYMENT OF DEFERRED
COMPENSATION. If the Accounting Firm determines that the delivery to Edelman
of the unrestricted shares and dividends under Section 14(c), or the payment to
Edelman of the deferred compensation and interest under Section 14(d), will not
result in a deduction to the Trust, even if paid in a later year, the Trust
will, within three months of the date on which that determination is made,
deliver to Edelman those unrestricted shares and dividends, or pay to Edelman
that deferred compensation and interest, as the case may be.

(f)     DELIVERY OR PAYMENT FOLLOWING TERMINATION OF EMPLOYMENT IN ALL EVENTS.
Within three months of the date on which Edelman ceases to be employed as an
officer by the Trust, the Trust will deliver to Edelman all of the unrestricted
shares and dividends not previously delivered to him under Section 14(c) and
pay to Edelman, in a single lump sum, all of the deferred compensation and
interest not previously paid to him under Section 14(d), whether or not the
Trust is entitled to a deduction with respect thereto.

(g)     MISCELLANEOUS. In addition to all other payments provided for in this
Section 14 the Trust shall also pay to Edelman an amount, if any, equal to the
additional taxes payable by Edelman on account of any deferral, due to higher
marginal income tax rates payable by Edelman when the deferred compensation
becomes payable. Edelmans rights with respect to the delivery of unrestricted
shares and dividends, and the payment of deferred compensation and interest,
under this Section 14 may not be assigned by him unless approved by the Board
of Trustees. If Edelman dies before all unrestricted shares and dividends, and
all deferred compensation and interest, under this Section 14 has been paid to
him, any such unrestricted shares, dividends, deferred compensation, and
interest shall be delivered and paid, at the same time it would have been paid
if Edelman had not died but had merely ceased to be an employee of the Trust on
the date of his death (or, if earlier, on the last date he actually was an
employee of the Trust), to his estate or, if Edelman so directs the Trust in
writing, to his wife or to a trust created by Edelman. The obligations of the
Trust to deliver unrestricted shares and dividends, and to pay deferred
compensation and interest, under this Section 14 constitute unsecured promises
of the Trust, and neither Edelman nor any person claiming through him shall
have, as a result of this Section 14, any lien or claim on any assets of the
Trust that is superior to the claims of the general creditors of the Trust.

15.     PAYMENTS FOR TAXES. During the Contract Period, any payments that are
made on behalf of Edelman by the Trust, other than for salary (including
deferred compensation), cash bonuses, and restricted shares, that are required
by the independent auditors of the Trust to be included in his income, for
federal, state, and local income tax will be paid to him on a grossed-up
basis equal to his federal, state, and local tax liabilities resulting
therefrom.

16.     MERGER OR TRANSFER OF ASSETS OF THE TRUST. The Trust will not consolidate
with or merge into any other entity, or transfer all or substantially all of
its assets or shares to another entity, unless such other entity assumes this
Agreement in a signed writing and delivers a copy thereof to Edelman. Upon
such assumption the successor entity shall become obligated to perform the
obligations of the Trust under this Agreement, and the term the Trust as used
in this Agreement shall be deemed to refer to such successor entity.

17.     NOTICES. Notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered in person (to the Secretary of the Trust in the case of notices to
the Trust and to Edelman in the case of notices to Edelman) or mailed by United
States registered mail, return receipt requested, postage prepaid, as follows:

| |                        
| | -----------------------
| | If to the Trust:       
| |                        
| | Stonehaven Realty Trust
| | 5620 Smetana Drive     

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##### 



| |                             
| | ----------------------------
| | Suite 130                   
| | Minneapolis, MN 55343       
| |                             
| | If to Mastandrea:           
| |                             
| | Mr. Steven M. Edelman       
| | 6301 Coldstream Drive       
| | Highland Heights, Ohio 44143

or such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

18.     VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement which shall remain in full force and effect.

19.     MISCELLANEOUS. This Agreement may only be modified, waived, or discharged
by the Board of Trustees and agreed to in writing signed by Edelman and the
Trust. This Agreement shall inure to the benefit of Edelman and his heirs and
legal representatives. No waiver by either party hereto at any time of any
breach by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same time or at any prior
or subsequent time. No agreement or representation, oral or otherwise, express
or implied, with respect to the subject matter hereof has been made by either
party which is not set forth expressly in this Agreement. This Agreement shall
be governed by and construed in accordance with the laws of the State of Ohio.
In the event legal action is instituted to enforce any provision of this
Agreement, each party shall pay its own cost and expense thereof. Except as
set forth in the Modification Agreement, dated the date hereof, between the
Trust and Paragon Real Estate Development, L.L.C., an Ohio limited liability
company, this Agreement constitutes the entire agreement between the parties
with the subject matter hereof and all prior negotiations, discussions, and
agreements on that subject matter are hereby superseded. This Agreement may be
executed in one or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together,
when executed and delivered, will constitute one and the same instrument.

20.     NO PERSONAL LIABILITY. Notwithstanding anything herein to the contrary,
this Agreement is made and executed on behalf of the Trust, a real estate
investment trust organized under the laws of the State of Maryland, by its
officers thereof on behalf of the trustees thereof, and none of the trustees or
any additional or successor trustees hereinafter appointed, nor any
beneficiary, officer, employee or agent of the Trust shall have any liability
hereunder in his personal or individual capacity, but, instead, all parties
shall look solely to the property and assets of the Trust for satisfaction of
claims of any nature arising under or in connection with this Agreement.

IN WITNESS WHEREOF, this Agreement has been signed by the Trust and
Edelman as of the date first above written.

|                        |  |                        
|----------------------- |  | -----------------------
|STONEHAVEN REALTY TRUST
|                        |  |                        
|By:                     |  | /s/ James C. Mastandrea
|                        |  |                        
|Title:                  |  | Trustee                
|                        |  |                        
|By:                     |  | /s/ Steven M. Edelman  
|                        |  |                        
|                        |  | STEVEN M. EDELMAN      

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