Exhibit 10.30

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# COMMERCIAL PROPERTY
MANAGEMENT AGREEMENT

# ONE FINANCIAL PLAZA

# May 23, 2003

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# TABLE OF CONTENTS

|                                                    |  | Page                                    | 
|--------------------------------------------------- |  | --------------------------------------- | 
|Article I    
EXCLUSIVE AGENCY                      |  | 4                                       | 
|Section 1.1                                         |  | Appointment                             | 
|Article II    TERM OF AGREEMENT                     |  | 4                                       | 
|Section 2.1                                         |  | Initial Term: Option to Renew           | 
|Section 2.2                                         |  | Owner Rights Regarding Termination      | 
|Section 2.3                                         |  | Manager Rights Regarding Termination    | 
|Section 2.4                                         |  | Force Majeure; Cure Rights              | 
|Section 2.5                                         |  | Continuing Obligations Upon Termination | 
|Section 2.6                                         |  | No Leasing Obligations                  | 
|Article III    BUSINESS PLAN, BUDGET AND ACCOUNTING |  | 7                                       | 
|Section 3.1                                         |  | Preparation of Budget                   | 
|Section 3.2                                         |  | Accounting                              | 
|Section 3.3                                         |  | Books and Records                       | 
|Section 3.4                                         |  | Reports to Owner                        | 
|Section 3.5                                         |  | Financial Information                   | 
|Section 3.6                                         |  | Method of Accounting                    | 
|Article IV    MANAGEMENT OF PROJECT                 |  | 8                                       | 
|Section 4.1                                         |  | General Duties and Responsibilities     | 
|Section 4.2                                         |  | Construction                            | 
|Section 4.3                                         |  | Limitation of Authority                 | 
|Article V    METHODS OF OPERATION                   |  | 10                                      | 
|Section 5.1                                         |  | Contracts                               | 
|Section 5.2                                         |  | Compliance with Laws                    | 
|Section 5.3                                         |  | Licenses and Permits                    | 
|Section 5.4                                         |  | Hazardous Materials                     | 
|Section 5.5                                         |  | Employees                               | 
|Section 5.6                                         |  | Legal Counsel                           | 
|Article VI    INFORMATION TO BE PROVIDED BY OWNER   |  | 12                                      | 
|Section 6.1                                         |  | Information                             | 
|Article VII    FINANCIAL MATTERS                    |  | 12                                      | 
|Section 7.1                                         |  | Bank Accounts                           | 
|Section 7.2                                         |  | Audits                                  | 
|Article VIII    INSURANCE AND INDEMNIFICATION       |  | 13                                      | 
|Section 8.1                                         |  | Indemnity and Subrogation               | 
|Section 8.2                                         |  | Project Insurance                       | 
|Section 8.3                                         |  | Manager's Responsibilities              | 
|Section 8.4                                         |  | Employee Insurance                      | 

|Article IX    
COMPENSATION OF MANAGER             |  | 16                             | 
|-------------------------------------------------- |  | ------------------------------ | 
|Section 9.1                                        |  | Management Fee                 | 
|Section 9.2                                        |  | Additional Compensation        | 
|Section 9.3                                        |  | Employee Compensation          | 
|Section 9.4                                        |  | Management Office              | 
|Section 9.5                                        |  | Out-of-Pocket Expenses         | 
|Section 9.6                                        |  | Method of Payment              | 
|Article X    GENERAL PROVISIONS                    |  | 18                             | 
|Section 10.1                                       |  | Independent Contractor         | 
|Section 10.2                                       |  | Notices                        | 
|Section 10.3                                       |  | Attorney's Fees                | 
|Section 10.4                                       |  | Assignments                    | 
|Section 10.5                                       |  | Amendments                     | 
|Section 10.6                                       |  | Entire Agreement               | 
|Section 10.7                                       |  | Governing Law; Venue           | 
|Section 10.8                                       |  | Cooperation and Assistance     | 
|Section 10.9                                       |  | Waiver                         | 
|Section 10.10                                      |  | Severability                   | 
|Section 10.11                                      |  | No Obligation to Third Party   | 
|Section 10.12                                      |  | Captions                       | 
|Section 10.13                                      |  | Time of Essence                | 
|Section 10.14                                      |  | Counterparts                   | 
|Section 10.15                                      |  | Non-Discrimination             | 
|Section 10.16                                      |  | Certain Interpretative Matters | 
|EXHIBIT "A"    DESCRIPTION OF PROJECT              |  | 21                             | 
|EXHIBIT "B"    INFORMATION TO BE PROVIDED BY OWNER |  | 22                             | 
|EXHIBIT "C"    MANAGEMENT FEE                      |  | 23                             | 
|EXHIBIT "D"    CONSTRUCTION MANAGEMENT FEES        |  | 24                             | 

COMMERCIAL PROPERTY MANAGEMENT
AGREEMENT(multi-tenant office
building)

THIS COMMERCIAL PROPERTY
MANAGEMENT AGREEMENT (the Agreement) is dated as of May 23, 2003, and is
entered into by and between EBS BUILDING, L.L.C., a Delaware limited
liability company (Owner), and COLLIERS TURLEY MARTIN TUCKER CO.,a
Missouri corporation(Manager).

# BACKGROUND

A.    Owner
owns that certain real estate project improved with buildings and related parking
facilities and common areas commonly known as One Financial Plaza which is more
particularly described on Exhibit A of this Agreement
and hereinafter referred to as the Project.

B.    Owner
desires to engage Manager as Owners exclusive agent to manage and operate the
Project, and Manager desires to accept such engagement upon the terms set forth herein.

C.    This
Agreement shall be subject and subordinate to any deed of trust encumbering the Project
and, at the option of the beneficiary of any such deed of trust or any transferee of
title to the Project by virtue of foreclosure of the lien of such deed of trust, Manager
shall attorn to and recognize such beneficiary or transferee as the successor to Owner of
the Project, and Manager shall thereupon continue to perform Managers covenants
hereunder.

# STATEMENT OF AGREEMENT

In consideration of the foregoing
recitals and the mutual promises and covenants contained herein, Owner and Manager agree
as follows:

# ARTICLE I EXCLUSIVE AGENCY

Section
1.1  Appointment. Owner hereby appoints Manager as the manager of
the Project and Manager hereby accepts such appointment, upon the terms, covenants and
conditions set forth herein. Manager, or an affiliate of Manager, currently serves as the
exclusive leasing agent for the Project. In the event any third party succeeds Manager as
such leasing agent, Manager agrees to use reasonable efforts and to cooperate with Owners
leasing agent for the Project, all at no additional cost to Owner.

# ARTICLE IITERM OF AGREEMENT

Section
2.1  Initial Term: Option to Renew. Except as provided in Section
2.2 below, the term of this Agreement for all management activities shall commence on May
21, 2003. The term of this Agreement shall continue through and including May 31, 2005.
Owner shall thereafter have successive option rights to extend the term of this Agreement
for consecutive, additional periods of one (1) year each, but in no event shall this
Agreement survive that certain Members Agreement dated as of September 26, 1997 (the
Members Agreement). Each such renewal of this Agreement shall be automatic
unless either party provides written notice to the other of its election to terminate
this Agreement not less than ninety (90) days prior to the initial term or succeeding
option term, as the case may be.

Section
2.2  Owner Rights Regarding Termination. Notwithstanding the
provisions of Section 2.1 above, this Agreement shall terminate upon the happening of any
of the following:

(a)    Closing
of the sale or exchange by Owner of the Project or Owners rights to collect the
income therefrom, unless the transferee elects prior to such closing and by written
notice to Manager to assume the obligations of Owner pursuant to this Agreement accruing
subsequent to such closing, and Manager consents to such assumption. If less than the
entire Project is sold or exchanged, such termination shall apply only to the portions
sold or exchanged.

(b)    The
fifteenth (15th) day after written notice from Owner to Manager to terminate this
Agreement and remove Manager for just cause. For purposes of this Section
2.2(b), just cause shall mean any one or more of the following: (i) Managers
negligence, willful misconduct, fraud or misappropriation of funds; (ii) Managers
failure to promptly and in good faith comply with Owners reasonable instructions or
directions in connection with the Project; or (iii) Managers failure to carry out
its duties hereunder or its material breach of this Agreement, including any violation by
Manager, of applicable law.

(c)    Immediately
upon the dissolution of Manager; the filing by or against Manager of a petition seeking
the adjudication of Manager as a bankrupt; the appointment of a receiver to take
possession of Managers assets or any substantial portion thereof; or any assignment
by Manager for the benefit of its creditors.

(d)    Without
cause with sixty (60) days prior written notice to Manager, provided however that Manager
shall be entitled to the cancellation fee set forth in Section 2.3(a) below.

Section
2.3 Manager Rights Regarding Termination.

(a)    In
the event of a termination of this Agreement pursuant only to Section 2.2(d) above, Owner
shall pay to Manager in consideration of such termination and prior to the effective date
of such termination, an amount (in addition to such other amounts as are accrued and
unpaid to Manager as of the effective date of termination) equal to two (2) months
management fee, as a cancellation fee hereunder.

(b)    Notwithstanding
the provisions of Section 2.1 above, this Agreement shall terminate upon the happening of
any of the following:

(i)       The
fifteenth (15th) day after written notice from Manager to Owner to terminate this
Agreement for just cause. For purposes of this Section 2.3(b)(i), just
cause shall mean any one or more of the following occurrences adversely affecting
the ability of Manager to perform its duties or imposing a risk of liability on Manager:
any finding that all or any portion of the Project, or any sale, rental or other
disposition thereof, or any act or failure to act by Owner, does not comply with, or is
in violation of, the requirements of any law, rule, regulation, statute, ordinance or
requirement of any governmental entity or authority; Owners failure to provide
Manager with information, documents, signatures, authorizations, or any other item
required that may be necessary or appropriate for Manager to carry out its duties under
this Agreement or Owners failure to provide to Manager sufficient funds, as needed,
to pay all fees and expenses of Manager to be paid pursuant to this Agreement and all
costs and expenses of the Project to be paid by Manager on behalf of Owner pursuant to
this Agreement.

(ii)       Immediately
upon the dissolution of Owner; the filing by or against Owner of a petition seeking the
adjudication of Owner as a bankrupt; the appointment of a receiver to take possession of
the Project or any substantial portion of Owners assets; or any assignment by Owner
for the benefit of creditors.

(iii)       Without
cause with sixty (60) days prior written notice to Owner.

Section
2.4  Force Majeure; Cure Rights.

(a)     The
obligations of Owner and of Manager under this Agreement (except the obligation of Owner
to provide funds to Manager for the timely payment of fees and expenses of Manager and
expenses of the Project to be paid by Manager on behalf of Owner pursuant to this
Agreement) shall be excused for that period of time that Owner or Manager, as applicable,
cannot fulfill such obligations by reason of delays beyond its control, including without
limitation acts of God, inclement weather, war, insurrection, labor strikes, inability to
obtain necessary materials or supplies, inability to obtain necessary permits, licenses
or approvals, or any other event commonly included within the definition of force
majeure.

(b)    Notwithstanding
the provisions of Sections 2.2(b) and 2.3 above, in the event of written notice of
termination for just cause, this Agreement shall not terminate if the party
receiving such notice cures the alleged breach (other than willful misconduct or fraud,
neither of which shall be subject to cure) within the fifteen (15) day notice period (or,
for any nonmonetary breach which cannot be cured within such fifteen (15) day period,
provided that the defaulting party commences such cure within the 15-day period and
thereafter diligently and continuously prosecutes such cure to completion).

Section
2.5  Continuing Obligations Upon Termination. Upon the termination
of this Agreement by any means (but subject to Owners rights of set off for any
claims of Owner under section 2.2(b)):

(a)    Owner
shall remain bound by all contracts entered into by Manager in the name of Owner within
the limitations contained in this Agreement and hereby agrees and acknowledges that it
shall remain obligated to the Manager for all management fees earned by the Manager
through the date of termination and for all reimbursements due to the Manager pursuant to
this Agreement.

(b)    Manager
shall remain obligated:

(i)       To
render to Owner a final accounting of income and expenses of the Project as provided in
this Agreement.

(ii)       To
deliver to Owner all income and all security deposits from the Project which have been
entrusted to Manager and not previously refunded after reimbursement of all expenses and
payment of all management fees which Manager is entitled to receive.

(iii)       To
deliver to Owner all keys, books and records, contracts, leases, receipts, unpaid bills
and other documents relative to the Project which are in Managers possession or
have otherwise been entrusted to Manager and have not been previously returned.

(iv)       To
use reasonable efforts and to cooperate with Owner (and at no additional cost to Owner)
to cause an orderly transition of the management of the Project without detriment to the
rights of Owner or to the continued management of the Project.

Section
2.6  No Leasing Obligations. Manager shall have no leasing and/or
marketing rights and shall have no claims as broker with respect to the Project under
this Agreement.

# ARTICLE III BUSINESS PLAN, BUDGET
AND ACCOUNTING

Section
3.1  Preparation of Budget. Manager shall prepare and submit to
Owner a business plan and proposed budget for the operation, repair and maintenance of
the Project for the forthcoming fiscal year. The business plan and proposed budget for
the 2004 fiscal year shall be delivered to Owner by not later than October 15, 2003.  Thereafter,
each subsequent business plan and proposed annual budget shall be delivered to Owner by
no later than October 15 of the then immediately preceding year. Owner will consider each
proposed budget and will consult with Manager in the period prior to the commencement of
the forthcoming fiscal year in order to agree upon an Approved Budget.

Section
3.2  Accounting. Manager shall use diligence and employ reasonable
efforts to assure that the actual costs of managing, maintaining and operating the
Project do not exceed the Approved Budget. During the fiscal year Manager shall inform
Owner of any material increases in costs and expenses that were not reflected in the
Approved Budget and shall secure Owners prior approval for any expenditure that
will result in an increase of whichever of the following is greater (herein considered a
material increase): in excess of ten percent (10%) of the annual budgeted
amount in any one accounting category of the Approved Budget or $10,000.00.

Section
3.3  Books and Records. Manager shall maintain accurate books and
records for the Project on a segregated basis (not combined with other properties), in
accordance with generally accepted accounting principles, consistently applied, with
complete supporting documentation to ensure that all entries in the books and records are
accurate and complete. Such books and records shall be maintained by Manager at its
address stated herein or at such other location as may be mutually agreed upon in
writing. Manager shall take all necessary and prudent steps to exercise such control over
accounting and financial transactions so as to protect Owners assets from theft or
fraudulent activity on the part of Managers employees.

Section
3.4  Reports to Owner. Manager shall, by the twentieth (20th) day
of each month, furnish to Owner an accounting of receipts and disbursements for the
immediately preceding month. Such accounting shall show collections, delinquencies,
uncollectible items, vacancies and other matters pertaining to the management, operation
and maintenance of the Project during the month (the Monthly Report). The
accounting shall also include a comparison of monthly and year-to-date actual income and
expense with the Approved Budget for the Project and such other information as reasonably
requested by Owner. In addition, if such funds are not in the Owners account,
Manager shall remit to Owner all unexpended funds, after deducting the management fees
and reimbursements due to Manager and a reserve for contingencies in the amount set forth
in the Approved Budget or as may be otherwise agreed to from time to time by Owner and
Manager, along with such accounting.

Section
3.5  Financial Information. Manager shall maintain, and supply to
Owner upon written request, copies of:

(a)    All
bank statements, bank deposit slips and bank reconciliations;

(b)    Detailed
cash receipts and disbursement records;

(c)    Paid
invoices;

(d)    Summaries
of adjusting journal entries; and

(e)    Any
other information on the Project in Managers possession requested by Owner.

Section
3.6  Method of Accounting. All financial statements and reports
required hereunder will be prepared on a cash basis in accordance with generally accepted
accounting principles, consistently applied.

# ARTICLE IV MANAGEMENT OF PROJECT

Section
4.1  General Duties and Responsibilities. Manager shall manage,
operate and maintain the Project in accordance with generally accepted principles of
sound property management using all due diligence and prudence in performing its duties
and otherwise in accordance with the general standards set forth in this Article IV.
Without limiting the generality of the foregoing, Managers functions hereunder
shall include the following:

(a)    Manager
shall use reasonable efforts to collect all rents and other charges which may become due
at any time from any tenant or from others for services provided in connection with or
for the use of the Project or any portion thereof. All funds received by Manager for or
on behalf of Owner (less any sums properly deducted by Manager pursuant to any of the
provisions of this Agreement) shall be deposited in a bank selected by Owner in a special
account maintained by Manager in the name of and at the expense of Owner for the deposit
of funds of Owner.

(b)    Manager
shall, in the name of and at the expense of Owner, make or cause to be made such ordinary
repairs and alterations as Manager may deem advisable or necessary to the improvements on
the Project, subject to and within the limitations of the Approved Budget; provided,
however, that Manager shall not expend more than Twenty Thousand Dollars ($20,000) for
any one item of repair or alteration without Owners prior written approval, except
emergency repairs if, in the reasonable opinion of the Manager, such repairs are
necessary to protect the Project from further damage or to maintain services to tenants
as called for in their leases. The authority provided to Manager in this paragraph shall
not extend to capital improvements or the associated tenant finish, refurbishing and
rehabilitation or remodeling areas covered by new leases. The latter expenditures are
subject to the Owners prior approval which shall be given at the time of the
execution of new leases. Manager shall promptly inform Owner of material increases (as
defined herein) in repair and maintenance costs not reflected in the Approved Budget.

(c)    Manager
shall, in the name of and at the expense of Owner, contract for those utilities, and
other building operation and maintenance services and parking facility management that
Manager shall deem advisable; provided that all service contracts shall be for a term
cancelable upon thirty (30) days advance notice without penalty, with the exception of
elevator and alarm monitoring contracts, without prior written approval of Owner and the
cost of all such services shall be included in the Approved Budget or otherwise approved
in writing in advance by Owner. Manager shall at Owners expense, purchase and keep
the Project furnished with all reasonably necessary supplies. All services provided to
the Project by parties other than Manager shall be provided pursuant to valid, bona fide
contracts entered into on an arms-length basis and after competitive bidding conducted by
Manager. Manager shall disclose to Owner any and all affiliations between Manager or
Managers affiliates, employees or owners, and other actual or prospective service
providers, and their affiliates, employees or owners. If Manager makes no such disclosure
as to any such service provider, Manager shall be deemed to have represented and
warranted that no such affiliation exists. Owner and Manager acknowledge that as of the
date hereof, Manager is providing exclusive leasing services to Owner for the Project
subject and pursuant to the terms and conditions of that certain Exclusive Listing
Agreement dated April 21, 2000, as from time to time amended (the Leasing Agreement).

(d)    Subject
to the provisions of Section 7.3 below, Manager shall pay at the expense of Owner, from
the account or accounts provided for in Section 7.1 below or from funds otherwise
provided by Owner, expenses of the Project, including without limitation real and
personal property taxes, payments due under service contracts, utilities, materials and
supplies necessary for the operation of the Project, and such other expenses as may be
incurred in connection with the operation and management of the Project in the ordinary
course of business or as set forth under this Agreement..

Section
4.2  Construction. Manager shall manage all construction activity
at the Project, including tenant finish work, repairs, maintenance and capital
improvements and Manager shall complete such work in a workmanlike manner in keeping with
an office tower of the same class as the Project. Such work shall be completed in
accordance with plans and specifications approved by Owner.

Section
4.3  Limitation of Authority. Notwithstanding any provision in
this Agreement to the contrary, Manager shall not without the prior approval of Owner:

(a)              Enter
into any agreement to lease, convey or otherwise transfer or pledge or           encumber
the Project or any other property or asset of Owner;

(b)              Institute
or defend lawsuits except as otherwise provided herein or other legal
          proceedings on behalf of Owner;

(c)              Pledge
the credit of Owner (except for purchases made in the ordinary course of
          operating the Project or as otherwise contemplated pursuant to this Agreement);
          or

(d)              Borrow
money or execute any promissory note or deed of trust, security           agreement,
guaranty or other encumbrance in the name of or on behalf of Owner.

# ARTICLE V METHODS OF OPERATION

Section
5.1  Contracts. All service contracts, and (to the extent they are
within the scope of Managers duties under this Agreement) all contracts for capital
improvements and all contracts for the improvement, refurbishing or remodeling of tenant
spaces (Contracts) which (a) cover expenditures included within the Approved
Budget, or, are required by any approved lease, or, are otherwise approved in advance by
Owner, and (b) may be with affiliates of Manager, and (c) meet the criteria set forth
hereunder for such Contracts or are approved in advance by Owner or otherwise meet
criteria established by Owner for such Contracts, shall be executed by Manager in the
name of, and as agent for Owner. Any or all such Contracts shall be subject to Owners
prior approval. If required, any or all Contracts shall be executed by Owner. All
Contracts shall be with such contractors and service providers as Manager may select from
time to time. Upon any termination of this Agreement, to the extent necessary, Manager
shall assign all Contracts executed by Manager to Owner. Owner will provide Manager with
any additional documentation reasonably necessary to establish Managers authority
to act as required hereunder. Upon termination of this Agreement, Owner agrees to
specifically assume Contracts that are in the name of Manager. Notwithstanding anything
to the contrary contained in this Section 5.1, all contracts entered into by Manager or
presented to Owner by Manager shall be subject to the requirements of Section 4.1(c).

Section
5.2  Compliance with Laws. Subject to the other provisions of this
Agreement, at Owners expense, Manager shall use reasonable efforts to cause the
Project to comply with federal, state and municipal laws, all known ordinances,
regulations and orders relative to the use, operation, repair and maintenance of the
Project and with the rules, regulations or orders of the local Board of Fire Underwriters
or other similar body. Manager shall use reasonable efforts to remedy the violation of
any such law, ordinance, rule, regulation or order of which it has actual knowledge and
which violation occurs after the date hereof, at Owners expense. Expenses incurred
in so complying and in correcting any such violation shall be included in the Approved
Budget or otherwise approved in advance by Owner. At Owners expense, and if
requested in writing by Owner, Manager shall comply with all terms and conditions
contained in any ground lease, mortgage, deed of trust or other security instruments
affecting the Project of which Manager has actual knowledge and for remedying any breach
thereof. Notwithstanding the foregoing, however, Managers responsibilities under
this Section shall not extend to matters as to which the expenditure of Owners
funds is required but disapproved by Owner or such funds are not made available by Owner.

Section
5.3  Licenses and Permits. Manager shall apply for and obtain and
maintain in the name and at the expense of Owner all licenses and permits 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.

Section
5.4  Hazardous Materials. Owner acknowledges and understands that
Manager is not qualified to evaluate the presence or absence of hazardous or toxic
substances waste, materials, electromagnetic fields or radioactive materials upon,
within, above or beneath the Project, compliance with hazardous materials or waste laws,
rules and regulations; or the clean-up or remediation of hazardous materials spills or
contamination. Accordingly, notwithstanding the provisions of Section 5.2 above, Managers
obligations to Owner with respect to the presence of hazardous or toxic substances,
waste, materials, electromagnetic fields or radioactive materials upon, within, above or
beneath the Project (hereinafter collectively Hazardous Materials) and/or
with the compliance and enforcement of federal, state and local laws, rules, regulations,
ordinances, and requirements relating to Hazardous Materials (hereinafter collectively
Hazardous Materials Laws) shall be subject to, conditioned upon, and limited
by the following:

(a)    In
no event will the Manager make an independent determination as to the presence or absence
of Hazardous Materials or whether the Project or any particular tenant space is in
violation or compliance with any Hazardous Materials Laws. The Managers sole
responsibility shall be to act, at the direction of the Owner or Owners
environmental consultant, to (i) undertake, on the Owners behalf and at the Owners
expense, necessary actions for the Owner to comply with Hazardous Materials Laws in
accordance with the environmental recommendations contained in the environmental
assessment report, and/or (ii) seek, on the Owners behalf and at the Owners
expense, to enforce a tenants compliance with any Hazardous Materials Laws in
accordance with the environmental consultants recommendations contained in the
environmental assessment report.

(b)    The
Manager shall have absolutely no responsibility or obligation with respect to the
clean-up and remediation of any spill or contamination of any Hazardous Materials upon,
beneath or within all or any portion of the Project, not caused by Manager, its
contractors, employees, agents or invitees.

Section
5.5  Employees. Manager shall have in its employ or under separate
contract at all times a sufficient number of capable employees enabling it to properly,
adequately, safely and economically manage, operate and maintain the Project. All matters
pertaining to the employment, supervision, compensation, promotion and discharge of such
employees, as well as union negotiations and compliance with laws and regulations dealing
with employee matters, are the responsibility of the Manager, which is in all respects
the employer of such employees. In the event that any expenses, including salaries and
any management office maintained by Manager, are attributable in part to the Project and
in part to other properties managed by Manager, such expenses shall be prorated and
apportioned between the respective properties on a reasonable basis, provided, however,
that no such expenses attributable to Managers leasing obligations under the
Leasing Agreement shall be prorated to the Project, it being understood and agreed that
all of Managers leasing personnel expenses shall be governed by the terms and
conditions of the Leasing Agreement. All employees of Manager who handle or are
responsible for Owners funds shall be covered by a fidelity bond. The amount of
such bond shall be reasonably determined by Owner and the premium therefore shall be a
cost of the Owner.

Section
5.6  Legal Counsel. Manager shall, upon prior approval by Owner
and at Owners request and expense, engage counsel and cause legal proceedings to be
instituted as may be necessary to enforce payment of rent and compliance with provisions
of tenant leases, or to dispossess tenants. Manager shall use legal counsel selected
and/or retained by Owner to assist as necessary in contract preparation and negotiation,
to provide legal advice in connection with management issues at the Property, and to
institute legal proceedings. All compromises, settlements, or legal proceedings shall be
subject to the prior approval of Owner. Attorneys fees and costs incurred in any of
the foregoing shall be expenses of the Project. Owner and Manager shall agree upon a
reasonable projection for the attorneys fees and costs in the Approved Budget.

# ARTICLE VI INFORMATION TO BE
PROVIDED BY OWNER

Section
6.1  Information. Within five (5) business days after execution
and delivery of this Agreement, to extent available to Owner, Owner shall provide to
Manager all information listed in Exhibit B attached
hereto and incorporated herein by reference, for Managers use in connection with
the fulfillment of its duties under this Agreement. At all times during the term of this
Agreement, Owner shall provide to Manager such other or updated information as Owner may
obtain with respect to the Project; shall cooperate with Manager in providing additional
information or responding to questions Manager may have with respect to the ownership and
prior operation of the Project; and shall assist and/or cooperate with Manager in all
reasonable means respecting Managers fulfillment of its obligations under this
Agreement. In no event shall Owner withhold from Manager any material information
respecting the use or condition of the Project, any contracts, debts, liens or
liabilities encumbering or affecting the Project, or any other information which could
reasonably and materially affect the fulfillment of Managers duties under this
Agreement.

# ARTICLE VIIFINANCIAL MATTERS

Section
7.1  Bank Accounts. Manager shall establish an operating account
or accounts for the Project in the name and at the expense of Owner at such bank(s),
under such designation(s) and with such authorized signatures of Manager as Manager and
Owner may direct from time to time and all funds collected from the operation of the
Project Manager receives shall be deposited in the account(s) so established and all
expenses of the Project shall be disbursed from such account(s). Manager shall not
commingle its own funds or funds of any other property with Project funds. If required by
law or by Owner, a separate account(s) for tenant security deposits shall be established
in the same manner as provided in the preceding sentence and shall be maintained as
required by law or Owner. Owner will provide whatever signing authority is necessary for
Manager to fulfill its obligations under this Agreement.

Section
7.2  Audits. Owner reserves the right upon five (5) days prior
written notice, to audit all books and records maintained by Manager with respect to the
Project. Except as provided below, all audits shall be at Owners cost and expenses,
shall be conducted during normal business hours and shall be conducted at Managers
office where such books and records are located. Any audit may be conducted by Owners
agents or employees or by independent persons engaged by Owner provided that such parties
are not a competitor to Manager. Any discrepancies noted in any audit shall be promptly
corrected. In the event it is determined that the books and records have not been
adequately maintained by Manager, as required hereunder, or if such audit reveals that
Owner has been materially overcharged for Managers services, then Manager shall be
obligated to refund the amount of such overcharge to Owner and pay for the pro rata share
of the cost of the audit which deals with the specific overcharge, with the pro rata
share not to exceed $1,000.00.

# ARTICLE VIII INSURANCE AND
INDEMNIFICATION

Section
8.1  Indemnity and Subrogation

(a)    Subject
to Section 8.1(e), Owner shall indemnify, defend (using counsel acceptable to Manager)
and hold harmless Manager and its affiliates and each of their respective officers,
directors, employees, stockholders, partners, agents, lenders, representatives, and
contractors, and each of their respective successors and assigns, from and against any
and all liabilities, obligations, claims, losses, causes of action, suits, proceedings,
awards, judgments, settlements, demands, damages, costs, expenses, fines, penalties,
deficiencies, taxes and fees, (including without limitation the fees, expenses,
disbursements and investigation costs of attorneys and consultants) arising directly or
indirectly out of or resulting in any way from or in connection with the Project, the
proper management of the Project by the Manager, or the proper performance or proper
exercise by the proper Manager of the duties, obligations, powers, or authorities herein,
or hereafter granted to the Manager, except for those actions and omissions of Manager in
relation to which the Manager agrees to indemnify Owner pursuant to Section 8.1 (b).

(b)    Subject
to Section 8.1(e), Manager agrees to indemnify and hold the Owner and its affiliates and
each of their respective employees, officers, directors, and agents harmless from and
against any and all costs, expenses, attorneys fees, suits, liabilities, damages,
or claim for damages, in any way arising out of (i) any negligent acts or omissions or
intentional misconduct of Manager, its agents or employees contractors or invitees, (ii)
any failure of Manager to promptly perform in any material respect any of its obligations
under this Agreement, provided such failure was not caused by Owner or by events beyond
the reasonable control of Manger, and Owner has furnished to Manager sufficient funds to
perform such obligations; or (iii) any acts of Manager beyond the scope of Managers
authority hereunder.

(c)    Indemnified
Partyand Indemnitorshall mean the
Manager and Owner, respectively, as to Section 8.1 (a) and shall mean the Owner and
Manager, respectively, as to Section 8.1(b). If any action or proceeding is brought
against the Indemnified Party with respect to which indemnity may be sought under this
Section 8.1, the Indemnitor, upon written notice from the Indemnified Party, shall assume
the investigation and defense thereof, including the employment of counsel and payment of
all expenses. The Indemnified Party shall have the right to employ separate counsel in
any such action or proceeding and to participate in the defense thereof, but the
Indemnitor shall not be required to pay the fees and expenses of such separate counsel
unless such separate counsel is employed with the written approval and consent of the
Indemnitor.

(d)    The
indemnities in this Section 8.1 shall survive the expiration or termination of this
Agreement.

(e)    Anything
in this Agreement to the contrary notwithstanding, Owner and Manager hereby waive and
release each other of and from any and all right of recovery, claim, action or cause of
action against each other, their agents, officers and employees, for any loss or damage
that may occur to the property, improvements to the Project , or personal property within
the Project, by reason of fire or the elements, or other casualty, regardless of cause or
origin including negligence of Owner or Manager and their agents, officers and employees;
to the extent the same is insured against under insurance policies carried by Owner or
Manager (or required to be carried by Manager hereunder); however, Owners waiver
shall not include any deductible amounts on insurance policies carried by Owner, nor
extend to acts of the type described in clauses (i), (ii) and (iii) of Section 8.1(b).
Owner and Manager agree to obtain a waiver of subrogation from the respective insurance
companies which have issued policies of insurance covering all risk of direct physical
loss and to have the insurance policies endorsed, if necessary, to prevent the
invalidation of the insurance coverages by reason of the mutual waivers.

(f)              For
the purposes of Section 8.1(b), 8.1(f), the term Owner shall be
          construed as meaning Owner, Asset Manager, and their respective affiliates,
          directors, officers, employees, agents, and representatives.

Section
8.2  Project Insurance.

(a)    Owner
shall carry property damage insurance, or builders risk insurance, where
applicable, to cover physical loss or damage to the Project from fire and extended
coverage perils, including vandalism and malicious mischief and comprehensive general
liability insurance with respect to the Project covering third party bodily injury,
property damage, and personal injury. All such insurance shall be in such amounts and
with such insurers as Owner may determine and, with respect to any such liability
coverage, shall include by endorsement Manager as an additional insured thereunder. If
requested by Owner, Manager shall obtain such insurance, at Owners cost and subject
to Owners approval thereof. Manager shall comply with all the warranties, terms and
conditions of such insurance. Manager shall notify Owner in writing within forty eight
(48) hours after the Manager receives notice of any loss, damage, or injury and shall not
take any action which knowingly might prejudice Owner in its defense to a claim based on
such loss, damage, or injury.

(b)              Manager
shall maintain the following insurance coverage:

|INSURANCE                                                                 |  | MINIMUM STANDARDS                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Workers' Compensation                                                     |  | Coverage
A:Minimum limits required by Statute (with proof of
compliance as acceptable to Owner) Coverage B:
$1,000,000 Bodily Injury by Accident (Each Accident)
$1,000,000 Bodily Injury by Disease (Policy Limit)
$1,000,000 Bodily Injury by Disease (Each Employee)
|Comprehensive General    
  Liability Insurance                           |  | $1,000,000 per occurrence/in the aggregate                                                                                                                                                                                                                             
|Automobile, Single Limit    
  Bodily Injury and Property   
  Damage     |  | $1,000,00 Any Auto (hired/owned and non owned)                                                                                                                                                                                                                         
|Uninsured Motorists                                                       |  | As required by Statute                                                                                                                                                                                                                                                 
|Fidelity Bond/Crime/   
  Employee Dishonesty/    
  Forgery & Alteration |  | Greater than two (2) months' gross income from the Property with maximum deductible of $10,000                                                                                                                                                                         

All insurance required hereunder
shall be in force as of the date hereof, except as specifically set forth in the following
sentence. Manager shall furnish Owner, at the time of execution of this Agreement, with
certificates of insurance evidencing its insurance coverage as required under Section
8.2(b), together with all exclusions and endorsements relating to the Project, and
provided, however, that Manager may deliver to Owner, on a date not later than 30 days
after the date hereof, evidence that Owner will be given at least thirty (30) days prior
written notice of cancellation or material change in coverage. All such policies, except
for workers compensation for Managers employees directly involved with the
operation of the Property shall be at Managers sole cost. In cases where Owner and
Manager maintain insurance policies that duplicate coverage, then Owners policies
shall provide primary coverage.

(c)    Contractors
and Subcontractors Insurance.Manager shall require that each
contractor and subcontractor hired to perform work at the Project to maintain
insurance against risk of physical damage to personal property belonging to it
in amounts sufficient to replace such personal property in the event of loss,
and insurance coverage at such contractors and subcontractors
expense, in the following minimum amounts:

|INSURANCE                        |  | MINIMUM STANDARDS 
|-------------------------------- |  | ------------------
|Workers' Compensation            |  | As required by law
|Employer's Liability             |  | $1,000,000        
|Comprehensive general liability* |  | $1,000,000        
|Comprehensive auto liability*    |  | $1,000,000        

| | *These
coverages shall be primary and will respond to any allegation, claim, loss, damage, demand
or judgment, or other causes of action arising out of work done at the Project by the
contractor or subcontractor on behalf of Owner and Manager. Owner and Manager shall be
named as additional insureds on such policies. The policies shall be written on an
on occurrence basis.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Owner may require additional coverage
if the work to be performed is, in Owners judgment, sufficiently hazardous. Before
any work can begin, each contractor or subcontractor will submit Certificates of Insurance
and Endorsements in form and substance satisfactory to Owner as evidence of the coverages
required. Each certificate will provide for (i) cross liability or severability of
interests for the benefit of the additional Insureds, and (ii) if Contractors insurance is
provided by means of a so called blanket policy, the aggregate must apply per
project or per location. Each certificate will bear an endorsement requiring thirty (30)
days prior written notice of cancellation, material alteration or non renewal. All
such policies shall be issued by insurers with the Best rating of A or higher.

Section
8.3  Managers Responsibilities. Manager agrees to:

(a)              If
requested by Owner in writing and at Owners sole cost and expense,
          Manager shall obtain and maintain insurance with respect to the Project.

(b)              Notify
Owner within three (3) business days after Manager receives notice of any           loss,
damage or injury at or arising from the Project..

(c)              Take
no action (such as admission of liability) which knowingly bars Owner from
          obtaining any protection afforded by any policy Owner may hold or which
          prejudices Owner in its defense to a claim based on such loss, damage, or
          injury.

(d)              Cooperate
with Owner in disposition of claims, including furnishing all           available
information to Owners insurer or representative.

Section
8.4  Employee Insurance. If requested in writing by Owner, Manager
shall require that all contractors and service companies operating in or on the Project
maintain such workers compensation, employers liability and comprehensive
general liability insurance as may be required by Owner, including any special coverage
required by law or Owner in connection with hazardous operation.

# ARTICLE IX COMPENSATION OF MANAGER

Section
9.1  Management Fee. For its services hereunder, Manager shall be
paid a monthly management fee in an amount equal to, and in accordance with, the schedule
set forth in Exhibit C attached hereto and made a part
hereof.

Section
9.2  Additional Compensation. In addition to the monthly
management fee provided for in Section 9.1 hereof, Manager shall be entitled to
construction management fees for work in the project which has been approved by Owner
with respect to non-routine capital improvements based on the schedule set forth in Exhibit
Dattached hereto and incorporated herein which shall be paid
to Manager, in connection with construction work at the Project.

Section
9.3  Employee Compensation.

(a)              Manager
shall include in the proposed budget (see paragraph 3.1) for the Project           a
schedule setting forth employee salaries, bonuses and benefits that are
          reimbursable under this Agreement. All such expenses shall be subject to
          adjustment from time to time during the term of this Agreement as reflected in
          each Approved Budget. Manager shall identify its employees whose salaries and
          bonuses may from time to time be charged pro rata to the Project for direct
          services rendered to the Project. In the event that employees of Manager other
          than those identified from time to time perform services for the Project, an
          appropriate portion of such employees compensation and benefits and the
          expenses related thereto shall be included within the coverage of this
          paragraph.

(b)              Manager
shall make disbursements and deposits for all compensation and other           amounts
payable with respect to persons employed by Manager in the operation of           the
Project, or performing special services from time to time at the request of
          Owner. The amounts so payable shall include, but not be limited to,
unemployment           insurance, social security, workers compensation and other
charges imposed           by a governmental authority or provided for in a union
agreement. Manager shall           maintain complete payroll records. All payroll costs,
including, but not limited           to, those enumerated herein, are operating expenses
of the Project to be           reimbursed by Owner to Manager.

Section
9.4  Management Office. During the term of this Agreement, Owner
shall make available to Manager finished office space (the Management Office)
on a rent free basis in an amount not to exceed 3,000 square feet, and sufficient enough
to allow Manager to provide first class management and construction activities for the
benefit of the Project. Currently, the Management Office is located on the First Floor of
the Project and comprises approximately 1,329 square feet, in any case the space shall
contain, but not be limited to a reception area, offices for the property manager,
conference room, kitchenette, and an area for a copier and file cabinets.  Owner,
at Owners expense, shall provide all furnishings and equipment (fax, copy, postage
machines, computers and etc.) required for the operation of the Management Office and
Project. The location for the Management Office shall be approved by Owner, and Owner
shall have the right, at any time during the term hereof, to relocate the Management
Office upon giving Manager not less than sixty (60) days prior written notice. Owner
shall be responsible for all costs associated in connection with such relocation.

Section
9.5  Out-of-Pocket Expenses. Subject to the approved budget,
Manager shall be entitled to reimbursement of all actual, verifiable and reasonable out
of pocket costs and expenses, incurred by Manager in operating the Project, maintaining
an on-site Management Office and operating the on-site Management Office, including, but
not limited to, telephone charges, office equipment, office supplies, data processing or
accounting costs in connection with preparation of budgets and reports, and, with prior
approval of Owner, the cost of out of town travel, incurred by Manager in performing its
duties pursuant to this Agreement.

Section
9.6  Method of Payment. Payment of reimbursement of the amounts
described in Sections 9.1 through 9.5 above shall be as follows:

(a)              The
management fee shall be calculated and paid monthly and such amounts shall           be
shown in Managers submission of its monthly accounting to Owner.           Manager
may pay such fees and compensation from Project operating funds then in           its
possession or control.

(b)              Additional
Compensation, Employee Compensation, Management Office and           Out-Of-Pocket
Expenses pursuant to Sections 9.2, 9.3, 9.4 and 9.5 shall be           reimbursed to
Manager at the time incurred by Manager and Manager may reimburse           such costs
and expenses from time to time from Project operating funds under its
          possession or control. A
detailed summary of such reimbursable costs and expenses shall be included on Managers
monthly accounting to Owner.

(c)              In
the event there shall not be Project operating funds available to pay/or
          reimburse the fees and/or costs and expenses or other amounts due hereunder to
          Manager and all amounts due hereunder, Owner hereby assumes responsibility for
          the same and agrees to promptly pay such amounts to Manager.

# ARTICLE X GENERAL PROVISIONS

Section
10.1  Independent Contractor. It is expressly understood and
agreed that Manager as an agent of the Owner, will act as an independent contractor in
the performance of this Agreement. The parties hereby agree that nothing in the Agreement
shall be intended or construed to create an employer employee relationship, a partnership
or a joint venture with respect to the Project or otherwise.

Section
10.2  Notices. All notices, demands, reports or other
communications required or desired to be given hereunder shall be in writing and shall be
effective for all purposes if hand delivered or sent by (a) certified or registered
United States mail, postage prepaid to the parties at their respective addresses for
notice (set forth below their respective signatures), or (b) expedited prepaid delivery
service, either commercial or United States Postal Service, with proof of attempted
delivery, and (c) by telecopier (with answer back acknowledged and so long as the
original of said telecopy is mailed the next day). A notice shall be deemed to have been
given: in the case of hand delivery, at the time of delivery; or forty eight (48) hours
after having been deposited in the United States mail postage prepaid and properly
addressed or upon receipt with respect to notices sent via overnight delivery service or
telecopy.

Section
10.3  Attorneys Fees. In connection with any controversy
arising out of this Agreement, the prevailing party shall be entitled to recover, in
addition to costs, damages or other relief, its reasonable attorneys fees and costs
incurred.

Section
10.4  Assignments. This Agreement and the rights and obligations
hereunder shall not be assignable by either party hereto without the written consent of
the other; provided, however, that the foregoing shall not extend to assignments required
by: (a) any insurance carrier in any matter relating to subrogation, or (b) Manager in
order to assign this Agreement to any entity which it controls, is controlled by or with
which it is under common control provided such assignment does not result in a change in
the personnel responsible for performing managers obligations hereunder. Nothing
contained in this Section 10.4 shall be deemed a waiver of Owners right to sell,
transfer, convey or encumber title to the Project without the consent of Manager.

Section
10.5  Amendments. Except as otherwise provided herein, all
amendments to this Agreement shall be in writing and executed by both parties.

Section
10.6  Entire Agreement. This Agreement and the Exhibits and any
Riders attached hereto and made part hereof, comprise the entire agreement of the parties
with respect to the matters contained herein, and supersedes all prior agreements. The
parties acknowledge that there are no representations, warranties, agreements,
arrangements or understandings with respect to the subject matter hereof other than as
expressly set forth in this Agreement.

Section
10.7  Governing Law; Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri.

Section
10.8  Cooperation and Assistance. Owner and Manager agree to
execute such documents and provide such further assurances as may be reasonably necessary
for each to fulfill their respective duties and obligations under this Agreement. Should
any claim, demand, action or other legal proceeding arising out of matters covered by
this Agreement be made or instituted by any third party against a party to this
Agreement, the other party to this Agreement shall furnish such information and
reasonable assistance in defending such proceeding as may be requested by the party
against whom such proceeding is brought.

Section
10.9  Waiver. No consent or waiver, express or implied, by any
party to or of any breach or default by the other party in the performance by such other
party of the obligations thereof under this Agreement shall be deemed or construed to be
a consent or waiver to or of any other breach or default in the performance by such other
party under this Agreement. Failure on the part of either party to raise any claim(s)
with respect to any act or failure to act of the other party or to declare the other
party in default, irrespective of how long such failure continues, shall not constitute a
waiver by such party of the rights thereof under this Agreement.

Section
10.10  Severability. It is the intention of the parties that if
any such provision is held to be legal, invalid or unenforceable, there will be added in
lieu thereof a provision as similar in terms to such provision as is possible and be
legal, valid and enforceable.

Section
10.11  No Obligation to Third Party. Except as otherwise set forth
in this Agreement, the execution and delivery of this Agreement shall not be deemed to
infer any rights upon, or obligate either of the parties hereto to, any person or entity
other than each other.

Section
10.12  Captions. The captions appearing at the commencement of the
sections hereof are descriptive only and for convenience and reference. Should there be
any conflict between any such captions in the section and the text in the section, the
text and not such caption shall control and govern in the construction of this Agreement.

Section
10.13  Time of Essence. Time is of the essence with respect to all
of the terms, provisions, rights and obligations contained in this Agreement.

Section
10.14  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

Section
10.15  Non-Discrimination. Owner and Manager each mutually agree
that there shall be no illegal discrimination against or segregation of any person or of
a group of persons on account of race, color, religion, creed, sex, sexual orientation,
or national origin in leasing, transferring, use, occupancy of enjoyment of the Project,
nor shall Owner or Manager knowingly permit any such practice or practices of
discrimination or segregation with respect to the selection, location, use or occupancy
of tenants at the Project.

Section
10.16  Certain Interpretative Matters. No provision of this
Agreement will be interpreted in favor of, or against, any of the parties hereto by
reason of the extent to which any such party or its counsel participated in the drafting
thereof or by reason of the extent to which any such provision is inconsistent with any
prior draft hereof or thereof.

IN
WITNESS WHEREOF, this Commercial Property Management Agreement has been executed by
Manager and Owner by their respective duly authorized officers as of the day and year
first written above.

|OWNER:EBS Building, L.L.C
a Delaware limited liability company |                                          | MANAGER:Colliers Turley Martin Tucker Co.
a Missouri corporation
|-------------------------------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------
|By:                                                            | FTI Consulting, Inc.                     |                                                                 
|                                                               |                                          |                                                                 
|Its:                                                           | Manager                                  |                                                                 
|By:                                                            | /s/ Keith F. Cooper                      |                                                                 
|                                                               | Keith F. Cooper,Senior Managing Director |                                                                 

|Notice Address:
EBS Building, L.L.C. 
C/O FTI Consulting, Inc. 
1200 Abernathy Road, Suite 1700 
600 Northtown Park Center
Atlanta, Georgia 30328
Attention: Keith F. Cooper

With a copy to:
Harold R. Burroughs
Bryan Cave L.L.P.
One Metropolitan Square
Suite 3600
St. Louis, Missouri 63102 | Notice Address:
Colliers Turley Martin Tucker Co.
7701 Forsyth, Suite 500 
Clayton, Missouri 63105
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------

# EXHIBIT A DESCRIPTION OF PROJECT

A 12 story Class A office building
containing approximately 500,000 square feet of space, located at the southwest corner of
Broadway Avenue and Washington Street in Downtown Saint Louis, Missouri, and numbered as
501 North Broadway, Saint Louis, Missouri 63101 having entrances on both Broadway Avenue
and Washington Street.

# EXHIBIT B INFORMATION TO BE
PROVIDED BY OWNER

|1. |  | Current
Preliminary Title Report
|-- |  | --------------------------------

|2. |  | All
Environmental Assessment Reports
|-- |  | ------------------------------------

|3. |  | All
ADA Compliance Reports
|-- |  | --------------------------

|4. |  | Tenant
files including:
|-- |  | -----------------------

| | All leases, amendments and modifications
| | ----------------------------------------

| | All credit information of tenants
| | ---------------------------------

| | All information on tenant uses, including hazardous
materials uses
| | ------------------------------------------------------------------

| | All tenant insurance certificates required under
leases
| | -------------------------------------------------------

|5. |  | As
built plans and specifications for all improvements to the           Project,
including plans and specifications for all tenant improvements and           alterations
and computer aided design (CAD) drawings for all rentable areas of           the Project.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | All
maintenance and service contracts currently in effect at the Project. 7.  Latest tax
bills, insurance bills, mortgage and/or ground rent statements, and           other
Project and common area expense billings.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. |  | Revenue
and expense records for the last eighteen (18) months of the Project,           including
tenant delinquency aging, security deposit accounting, and all           accounts
payable.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. |  | Insurance
policies and endorsements therefor carried by Owner by the Project.
|-- |  | -----------------------------------------------------------------------------

|10. |  | All
other documents, records and reports in Owners possession or control
          reasonably requested by Manager or reasonably believed by Owner as necessary or
          appropriate for Managers carrying out of its duties under this Agreement.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# EXHIBIT C MANAGEMENT FEE

Commencing
upon the commencement of the term of this Agreement, Manager shall be paid a monthly
management fee equal to the greater of (i) two percent (2%) of the gross receipts derived
from the Project during the preceding calendar month (or portion thereof applicable from
the commencement of the term of this Agreement through and including the expiration or
earlier termination of this Agreement), or (ii) Six Thousand Seven Hundred Dollars
($6,700.00) per month.

The
term gross receiptsfor all purposes under this Agreement shall be defined as:
(i) receipts from the leasing of rentable space in the Project; (ii) receipts from lease
rental escalations, late charges and/or cancellation fees; (iii) receipts from tenants
for reimbursable operating expenses; (iv) receipts from concessions granted or services
provided at the Project (including, but not limited to, parking lot collections, if any);
(v) other miscellaneous operating receipts; (vi) proceeds from rent or business
interruption insurance; (vii) any percentage rents collected; and (viii) all common area
maintenance charges.

The
term gross receiptsfor all purposes under this Agreement shall be defined to
exclude: (i) tenantssecurity deposits until the same are forfeited by the person
making such deposits; (ii) property damage insurance proceeds; and (iii) any award or
payment made by any governmental authority in connection with the exercise of any right
of eminent domain.

# EXHIBIT D

# CONSTRUCTION
MANAGEMENT FEES

If Manager is requested to provide
construction management services as described in Section 9.2, Owner will pay Manager a fee
(Construction Management Fee) equal to 5% of the cost of
such work performed if the job cost is in excess of $10,000 and up to $300,000; 4%
of the cost of such work performed if the job cost is in excess of $300,000 and up to
$400,000; 3% of the cost of such work performed if the job cost is in excess of
$400,000 and up to $500,000; and 2% of the cost of such work performed if the job
cost is in excess of $500,000. As used herein, job costs shall mean the cost
of labor and materials involved in the physical construction or improvement, including
subcontracts for the various trades involved, but shall not include any of those costs
commonly referred to as soft costs including, but not limited to, design fees,
engineering fees, architectural fees, consulting fees, and the cost of governmental
permits. Owner will pay the Construction Management Fee to Manager 15 days after
substantial completion of the construction or improvements provided that, at the time of
any payment related to tenant improvements, any new tenant is in occupancy of its premises
and any existing tenant has given its written approval of the completed improvements. If
such construction is not related to tenant improvements, then a Certificate of Completion
is required by Owner prior to payment of such fees.