Real Estate Consulting Services Agreement with The Whitetail Group



    


    


     

    Real
      Estate Consulting Services
      Agreement 

    


    Between

    


    The
      Whitetail Group, LLC 

    


    


    and
      

    


    


    Bedminster
      Capital Corp.

    


    


    


    


    


    


    


    Dated
      March 1, 2007

    


    


     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      REAL
      ESTATE CONSULTING SERVICES AGREEMENT (the “Agreement”), is made this First day
      of March, 2007 (“Effective Date”) by and between The
      Whitetail Group, LLC having
      its principal office at 2740 Route 10, West, Morris Plains, NJ 07950 (“Whitetail”)
      and
      the
Bedminster
      Capital Corp.
      having
      its principal offices 90 Washington Valley Road, Bedminster, New Jersey
(“Bedminster”),
      

    


    


    WITNESSETH:

    


    


    WHEREAS,
      Bedminster
      is in the business of acquiring and managing commercial real estate,
      and

    


    WHEREAS,
      Whitetail is in the business of providing real estate related consulting
      services, and

    WHEREAS
      Bedminster wishes to engage the services of Whitetail at terms and conditions
      set forth in this Agreement and Bedminster wishes to accept such an
      engagement,

    


    NOW,
      THEREFORE, in consideration of the covenants, terms and conditions hereinafter
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

    


    


    Article
      1

    Description
      of Services

    


    During
      the term of this agreement, Whitetail shall provide support services
      (“Services”) to Bedminster as further set forth at Exhibit “A” to this
      agreement.

    


    


    Article
      2

    Conduct
      in performing services

    


    2.1 
      Whitetail acknowledges that Bedminster is relying upon the expertise, skill
      and
      judgment of Whitetail and Whitetail recognizes the relationship of trust and
      confidence established between it and Bedminster by this Agreement.

    


    2.2
       Whitetail
      represents that it has the expertise and is qualified, equipped, organized
      and
      financed to perform the Services required under this Agreement. Whitetail shall
      furnish its best skill and judgment and shall exercise maximum cooperation
      in
      furthering the best interests of Bedminster. 

    


    2.3
       Whitetail
      will at its sole and exclusive discretion determine the method, details and
      means of performing the services. 

     

     

    
      
        
        

      

      
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                    2.4 
      Whitetail warrants that all work performed by Whitetail shall be performed
      in a
      good and workmanlike manner and fit for the purposes specified by Bedminster,
      and shall be of a quality that is commercially acceptable in this industry
      and
      comparable to, or better than, globally recognized providers of similar
      services. 

     

    2.5 Under
      no
      circumstances will Whitetail act as a real estate broker or agent, or as a
      broker dealer

     

    


    Article
      3

    Cooperation
      and information from Bedminster

    


    Bedminster
      shall promptly provide Whitetail with such information, data and documents
      as
      reasonably required and requested by Whitetail in the performance of the
      Services contemplated by this Agreement. Bedminster will fully cooperate with
      Whitetail in its performance of Services and Bedminster understands and agrees
      that without timely and effective cooperation, Whitetail will not be able to
      perform. 

    


    Article
      4

    Consideration
      for services

    


    4.1 Upon
      execution of this agreement, Bedminster shall pay Whitetail a one-time fee
      of
      two thousand ($2,000.00) dollars as initial file opening fee. 

    


    4.2
       Consideration
      for services to be rendered by Whitetail to Bedminster is set forth at length
      at
      Exhibit “A”. 

    


    


    Article
      5

    Consultants
      and a professional services

    


    5.1 In
      the
      performance of its services, Whitetail may from time to time and on behalf
      of
      and with the consent of Bedminster or Bedminster’s subsidiaries, and at the sole
      expense of Bedminster or Bedminster’s subsidiaries, retain services of third
      party consultants and professionals. These services include but are not limited
      to engineers, environmental experts, brokers, attorneys, property managers,
      etc.


    


    5.2 Whitetail
      shall select, and retain on behalf of Bedminster such consultants and
      professionals as Whitetail reasonably deems appropriate and necessary to promote
      the business activities of Bedminster. Bedminster reserves the right to reject
      for any lawful reason whatsoever, any such consultant or professional retained
      by Whitetail, and Whitetail shall as soon as possible thereafter retain a
      replacement consultant or professional satisfactory to Bedminster. 

    


    5.3 Whitetail
      shall notify Bedminster in writing of the consultants and professionals that
      Whitetail intends to retain on behalf of Bedminster, and obtain the consent
      of
      Bedminster thereto. 

     

     

    
      
        
        

      

      
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    5.5 Bedminster
      shall promptly pay all invoices for services rendered by consultants and
      professionals which are not disputed in good faith by Bedminster. 

    


    


    Article
      6

    Bank
      accounts

    


    At
      the
      direction of Bedminster, Whitetail may establish and maintain one or more bank
      accounts in the name of an operating subsidiary of Bedminster, and may collect
      and deposit into any such account or accounts, and disburse funds from any
      such
      account or accounts, under such terms and conditions as Bedminster may approve
      and in accordance with agreed budgets, and Whitetail shall from time to time
      render appropriate accountings of such collections and payments to Bedminster
      or
      any subsidiary of Bedminster and, upon request, to the auditors of Bedminster
      or
      any subsidiary of Bedminster.

    


    


    Article
      7

    Term
      and Termination

    7.1
      This
      Agreement shall commence on the effective date hereof, and will continue to
      be
      in effect unless terminated by either party upon not less than ninety (90)
      days
      advance written notice. 

    


    7.2
      Either party may terminate this Agreement for cause at any time in the event
      of
      a material breach by the other party that remains uncured after thirty (30)
      days
      written notice thereof. 

    


    7.3
      Except for charges which are disputed in good faith by Bedminster, Bedminster
      shall pay Whitetail’s Charges for the Services as set forth in this agreement
      through the effective date of such termination for cause as well as expenses
      incurred to the date of termination. Whitetail shall have the right to terminate
      for cause in the event Bedminster fails to pay any monies when due in accordance
      with the agreement and such failure is not cured within twenty (20) days of
      notice thereof from Whitetail except for charges which are disputed in good
      faith by Bedminster. 

    


    Article
      8

    Action
      upon termination

    


    From
      and
      after the effective date of termination of this Agreement, except as otherwise
      specified, Whitetail shall not be entitled to compensation for further services,
      but shall be paid all compensation accruing to the date of termination as
      provided above.. Upon such termination, Whitetail shall:

     

    
 

    
      
        
        

      

      
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    (a)
       After
      deducting any accrued compensation and reimbursement  for
      its
      expenses to which it is then entitled, pay over to Bedminster or any subsidiary
      of Bedminster all money collected and held for the account of Bedminster or
      any
      subsidiary of Bedminster pursuant to this Agreement;

    


    (b)
      Deliver to the Board of Directors of Bedminster a full accounting, including
      a
      statement showing all payments collected by it and a statement of all money
      held
      by it, covering the period following the date of the last accounting furnished
      to the Board of Directors.

    


    (c) 
      Within
      the applicable time period set forth herein, deliver to Bedminster both a
      monthly report and an annual report, each covering that portion of the relevant
      time period which is included within the term hereof, prior to such
      termination.


    


    Article
      9

    Reports

    


    9.1 Within
      sixty (60) days prior to the commencement of each fiscal year, Whitetail shall
      prepare and deliver to Bedminster an operating budget for each property under
      management by Whitetail, setting forth an itemized statement of the estimated
      receipts and disbursements for the coming fiscal year. Such budget shall include
      a proposed rent schedule for all space within each property, inclusive of then
      currently pending or projected repairs, replacements and additions thereto,
      and
      the market for competing properties similar to the property. Bedminster and
      Whitetail shall jointly adjust, modify or amend said budget in order to fix
      the
      standard of operation for the succeeding fiscal year and the budget, as so
      revised and as it may be subsequently revised by agreement in writing executed
      by Bedminster and Whitetail, shall thereafter constitute the ''Budget.'' Except
      in the case of emergency repairs no expenses may be incurred or commitments
      made
      by Whitetail in connection with the operation of a Property which would exceed
      the line amount contained within said Budget, without the prior written consent
      of Bedminster. An emergency repair is one required for the preservation and
      safety of the property, to avoid the suspension of any service to the property,
      or to avoid danger or damage to life or property. It is understood and agreed
      that, should any such emergency repairs be required, Whitetail shall bring
      same
      to the attention of Bedminster as soon as possible.

     

    9.2 Whitetail
      shall maintain, at the office of Whitetail, a comprehensive system of office
      records, books and accounts relating to the income, expenses and operations
      of
      each Property under management by Whitetail. Bedminster and those designated
      by
      Bedminster shall have access to such office records, books and accounts and
      to
      all vouchers, files and other material relating to each Property and maintained
      by Whitetail relating to each Property. Bedminster shall exercise its rights
      of
      inspection hereunder solely during normal business hours and shall do so in
      such
      a manner so as not to unreasonably interfere with the operations of
      Whitetail.

    
 

    
      
        
        

      

      
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                    9.3 Whitetail
      shall deliver to Bedminster, on or before the fifteenth (15th) day of each
      calendar month during the terms hereof, a detailed written report of all
      receipts and disbursements relating to each property and made during the
      preceding calendar month, or any portion thereof. Such report shall be made
      on a
      cash, or accrual basis as directed by Bedminster, and shall include all such
      transactions, whether or not reimbursable pursuant to the provisions hereof.
      Said reports shall also include statements of arrearages of any tenant or others
      within the property, vacancies, and the balance of sums retained in any escrow
      accounts maintained pursuant to the provisions hereof.

    


    9.4 Whitetail
      shall deliver to Bedminster, within sixty (60) days after the end of each fiscal
      year, a profit and loss statement showing the results of operations for the
      preceding fiscal year, or any portion thereof, as well as a balance sheet for
      each property dated as of the end of such fiscal year. Each such report shall
      be
      prepared in accordance with generally accepted accounting
      principals.

    


    Article
      10

    Entire
      agreement

     

    This
      Agreement is the complete, final and exclusive statement of the Agreement
      between the parties, and supersedes all prior proposals and understandings,
      oral
      or written, including all prior drafts and negotiations, relating to the subject
      matter of this Agreement. The parties expressly disclaim reliance on any
      representations, warranties or other agreements not specifically set forth
      in
      this written Agreement. No change, amendment or modification of any provision
      of
      this Agreement shall be valid unless set forth in writing and signed by the
      party to be bound thereby.

    


    Article
      11

    Force
      Majeure and Delays

    


    11.1 Neither
      party shall be liable for delays or failure to perform in accordance with the
      terms and conditions of this Agreement on account of strikes, lockouts,
      accidents, fires, delays in manufacturing, delays of carriers, disruption in
      communications, disruption in banking services, acts of God, governmental
      actions in the United States, state of war or any other causes which are
      unforeseeable or are beyond the control of the parties, whether or not similar
      to those enumerated. The party so affected shall give prompt notice to the
      other
      party of such cause and shall take whatever reasonable steps are necessary
      to
      relieve the effect of such cause as rapidly as possible.

    


    11.2 Whitetail
      shall not be liable for delays in its performance of services in accordance
      with
      the terms and conditions of this agreement if caused by the failure of
      Bedminster to provide timely cooperation to Whitetail as set forth here above
      at
      Article Three.

     

    
 

    
      
        
        

      

      
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    Article
      12

    Waiver

    


    The
      parties to this Agreement acknowledge that a party to this Agreement shall
      not
      by act, delay, and admission or otherwise be deemed to have waived any of its
      rights and remedies unless such waiver is in writing. 

    


    


    Article
      13

    Assignment

    Either
      party may assign any right, interest or benefit under this Agreement, to a
      subsidiary or an affiliated entity, with the prior written consent of the other,
      which consent shall not be unreasonably withheld. 

    


    Article
      14

    Applicable
      law, Venue and Jurisdiction

    14.1
      This
      Agreement shall be governed by, construed and interpreted exclusively in
      accordance with the laws, rules and regulations of the State of New Jersey,
      without regard to any conflict of laws.

    


    14.2
      The
      courts of the State of New Jersey shall have, and the parties irrevocably
      consent to the sole jurisdiction over any matter related to this Agreement.
      

    


    Article
      15

    Relationship
      of the parties

    Whitetail
      will be acting at all times as an independent contractor and not as an agent,
      representative or employee of Bedminster, except as specifically authorized
      by
      Bedminster and/or as specifically set forth in this agreement. Whitetail
      represents that it is generally engaged in performing consulting services and
      seeks other consulting engagements. Whitetail is not authorized to and agrees
      not to make any representations or commitments or to hold itself out as an
      agent
      of Bedminster, except to the extent specifically authorized in writing by
      Bedminster. It is understood and agreed that Whitetail will indemnify and hold
      harmless Bedminster for and against any claims for damages, compensation or
      injury made against Bedminster or any of its subsidiaries or employees, by
      any
      person, including any person in Whitetail’s employment or any subcontractor, for
      any willful misconduct, gross negligence or for willful violation of law or
      applicable regulation in the performance of the services contemplated by this
      Agreement by Whitetail or any subcontractor. Anything in this Agreement to
      the
      contrary notwithstanding, no party hereto assumes nor shall it be liable for
      any
      of the liabilities or obligations of the other party, whether past, present
      or
      future. 

    


    


    


    
      
        
        

      

      
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    Article
      16

    Indemnification
      and hold harmless.

    


     

            16.1 Except
      as
      otherwise provided in this Agreement, Whitetail assumes no responsibility under
      this Agreement other than to render the services called for in good faith and
      shall not be responsible for any action of the Board of Directors in following
      or declining to follow any advice or recommendations of Whitetail. Whitetail,
      its directors, officers, stockholders and employees will not be liable to
      Bedminster, any subsidiary of Bedminster, its subsidiary's stockholders or
      the
      unaffiliated directors for any acts or omissions by Whitetail, its directors,
      officers or employees under or in connection with this Agreement, except by
      reason of acts or omissions constituting bad faith, willful misconduct, gross
      negligence or reckless disregard of their duties under this Agreement or
      violation of law or applicable regulation. Bedminster and its subsidiaries
      shall
      reimburse, indemnify and hold harmless the Whitetail, its directors, officers,
      stockholders and employees of and from any and all expenses, losses, damages,
      liabilities, demands, charges and claims of any nature whatsoever, including,
      without limitation, attorneys' fees, in respect of or arising from any acts
      or
      omissions of Whitetail, its directors, officers and employees made in good
      faith
      in the performance of the Whitetail's duties under this Agreement and not
      constituting bad faith, willful misconduct, gross negligence or reckless
      disregard of its duties or willful
      violation
      of law or applicable regulation.

    


            16.2 Whitetail
      and its subsidiaries shall reimburse, indemnify and hold harmless Bedminster,
      its directors, officers, stockholders and employees of and from any and all
      expenses, losses, damages, liabilities, demands, charges and claims of any
      nature whatsoever, including, without limitation, attorneys' fees, in respect
      of
      or arising from any acts or omissions of Whitetail, its directors, officers
      and
      employees constituting bad faith, willful misconduct, gross negligence or
      reckless disregard of its duties or willful
      violation
      of law or applicable regulation.

    


    


    


    Article
      17

    Representations
      and Warranties

    


    


                     17.1 Bedminster
      represents and warrants to Whitetail
      as follows:

    


    a.) 
      Bedminster is duly organized, validly existing and in good standing under
      the
      laws of New Jersey has the power to own its assets and to transact the business
      in which it is now engaged and is duly qualified and in good standing under
      the
      laws of each jurisdiction where its ownership or lease of property or the
      conduct of its business requires such qualification, except for failures to
      be
      so qualified, authorized or licensed that could not in the aggregate have a
      material adverse effect on the business operations, assets or financial
      condition of Bedminster and its subsidiaries, taken as a whole.

     

     

    
      
        
        

      

      
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    b.) 
      Bedminster has the power and authority to execute, deliver and perform this
      Agreement and all obligations required and has taken all necessary action to
      authorize this Agreement and the execution, delivery and performance of this
      Agreement and all obligations required. Except as shall have been obtained,
      no
      consent of any other person including, without limitation, stockholders and
      creditors of Bedminster, and no license, permit, approval or authorization
      of,
      exemption by, notice or report to, or registration, filing or declaration with,
      any governmental authority is required by Bedminster in connection with this
      Agreement or the execution, delivery, performance, validity or enforceability
      of
      this Agreement and all obligations required. This Agreement has been, and each
      instrument or document required will be, executed and delivered by a duly
      authorized officer of Bedminster, and this Agreement constitutes, and each
      instrument or document required when executed and delivered hereunder will
      constitute, the legally valid and binding obligation of Bedminster enforceable
      against Bedminster in accordance with its terms.

    


    c.) 
      The
      execution, delivery and performance of this Agreement and the documents or
      instruments required will not violate any provision of any existing law or
      regulation binding on Bedminster,
      or any
      order, judgment, award or decree of any court, arbitrator or governmental
      authority binding on Bedminster,
      or the
      governing instruments of, or any securities issued by, Bedminster
      or of
      any mortgage, indenture, lease, contract or other agreement, instrument or
      undertaking to which Bedminster
      is a
      party or by which Bedminster
      or
      any of
      its assets may be bound, the violation of which would have a material adverse
      effect on the business operations, assets or financial condition of Bedminster
      and its subsidiaries, taken as a whole, and will not result in, or require,
      the
      creation or imposition of any lien on any of its property, assets or revenues
      pursuant to the provisions of any such mortgage, indenture, lease, contract
      or
      other agreement, instrument or undertaking.

    


            17.2  Whitetail
      represents and warrants to Bedminster that:

    


    a.) 
      Whitetail is duly organized, validly existing and in good standing under the
      laws of New Jersey has the power to own its assets and to transact the business
      in which it is now engaged and is duly qualified and in good standing under
      the
      laws of each jurisdiction where its ownership or lease of property or the
      conduct of its business requires such qualification, except for failures to
      be
      so qualified, authorized or licensed that could not in the aggregate have a
      material adverse effect on the business operations, assets or financial
      condition of Bedminster and its subsidiaries, taken as a whole.

    


      
      b) Whitetail
      has the power and authority to execute, deliver and perform this Agreement
      and
      all obligations required and has taken all necessary action to authorize this
      Agreement and the execution, delivery and performance of this Agreement and
      all
      obligations required. 

     

     

    
      
        
        

      

      
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    Except
      as
      shall have been obtained, no consent of any other person including, without
      limitation, stockholders and creditors of Whitetail, and no license, permit,
      approval or authorization of, exemption by, notice or report to, or
      registration, filing or declaration with, any governmental authority is required
      by Whitetail in connection with this Agreement or the execution, delivery,
      performance, validity or enforceability of this Agreement and all obligations
      required. This Agreement has been, and each instrument or document required
      will
      be, executed and delivered by a duly authorized officer of Whitetail, and this
      Agreement constitutes, and each instrument or document required when executed
      and delivered hereunder will constitute, the legally valid and binding
      obligation of Whitetail enforceable against Whitetail in accordance with its
      terms.

    


      c.) The
      execution, delivery and performance of this Agreement and the documents or
      instruments required will not violate any provision of any existing law or
      regulation binding on Whitetail,
      or any
      order, judgment, award or decree of any court, arbitrator or governmental
      authority binding on Whitetail,
      or the
      governing instruments of, or any securities issued by, Whitetail
      or of
      any mortgage, indenture, lease, contract or other agreement, instrument or
      undertaking to which the Company is a party or by which Whitetail
      or any
      of its assets may be bound, the violation of which would have a material adverse
      effect on the business operations, assets or financial condition of Whitetail
      and its subsidiaries, taken as a whole, and will not result in, or require,
      the
      creation or imposition of any lien on any of its property, assets or revenues
      pursuant to the provisions of any such mortgage, indenture, lease, contract
      or
      other agreement, instrument or undertaking.

     

    Article
      18

    Travel
      and other expenses

    


    18.1
      Bedminster shall reimburse Whitetail for all reasonable travel and related
      out-of-pocket expenses incurred in rendering Services. Travel expenses shall
      include the actual, reasonable cost of any travel to a location more than 50
      miles from Whitetail’s primary work location, the actual, reasonable costs of
      meals, parking and the actual, reasonable costs of necessary
      lodging.

     

    18.2
      Travel expenses and other expenses will be invoiced and reimbursement made
      by
      Bedminster on a monthly basis.

    


    18.3.
      All
      travel expenses expected to exceed $500 shall require prior written approval
      from Bedminster.

    


     

    


    
      
        
        

      

      
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    Article
      19

    Invoices
      and Payments

    


    19.1
      Work
      by Whitetail
      shall only commence once both parties have executed this agreement and Whitetail
      has received payment of the initial fee in the sum of $2,000.00 as set forth
      in
      Article 4.

     

    19.2
      Payment is to be made exclusively to Whitetail’s corporate entity unless
      otherwise agreed upon by the parties. Whitetail will be solely responsible,
      and
      pay all applicable taxes and withholding, for all of its subcontractors and/or
      employees.

     

    19.3 whitetail
      shall invoice Bedminster by the 15th
      of each
      month for all fees earnbed during the previous mionth and for the reimnbursement
      of all expenses. These invoices shall be due and payable upon receipt by
      Bedminster. 

     

    19.4
      Late
      payments shall incur interest at the prime rate, as published by The Wall Street
      Journal, plus two percent (2%) after 45 days.

     

    


     

    Article
      20

    Recourse
      and remedies

     

    Except
      as
      otherwise expressly stated herein, all rights and remedies of the parties under
      this Agreement shall be cumulative and not exclusive.

    


    


    Article
      21

    Modifications
      and amendments

    


    This
      Agreement shall not be changed, modified or amended except by an instrument
      in
      writing signed by or on behalf of the parties hereto.

    


    Article
      22

    Notices

    


           22.1 All
      notices, demands, requests or other communications (collectively, “Notices”)
      which
      may be or are required to be given, served, or sent by any party to any other
      party pursuant to this Agreement shall be in writing and shall be hand delivered
      or transmitted by telecopy (with the original to be sent the same day by Federal
      Express or other recognized overnight delivery service) or by Federal Express
      or
      other recognized overnight delivery service addressed to the recipient at its
      address set forth below (or at such other address as the recipient may
      theretofore have designated in writing). 

     

     

    
      
        
        

      

      
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    Each
      notice, demand, request or communication which shall be hand delivered or mailed
      in the manner described shall be deemed sufficiently given, served, sent,
      received, or delivered for all purposes on the first Business Day following
      the
      day the notice is delivered to the addressee (with the delivery receipt, or
      the
      affidavit of messenger being deemed conclusive (but not exclusive) evidence
      of
      such delivery) or the first Business Day following the day that delivery of
      the
      Notice is refused by the addressee upon presentation. Each notice, demand,
      request or communication which shall be telecopied in the manner described
      above
      shall be deemed sufficiently given, served, sent, received, or delivered for
      all
      purposes on the first Business Day following the date of such telecopy. Subject
      to the above, all Notices shall be addressed as follows:

    


    
      	 	 	
              If
                to Bedminster:

            


    

    


    Bedminster
      Capital
      Corp.

    90
      Washington Valley Road

    Bedminster,
      New Jersey 07921

    Attn.
      : Paul Patrizio

    


     

    If
      to
      Whitetail:

    


     Whitetail
      Group, LLC

    2740
      Route 10 West

    Morris
      Plains, New Jersey 07950

    Attn
      : Christian Van Pelt

    


          22.2
       Either
      party may change the notices address by giving notice thereof to the other
      party
      in the manner set forth above.

    


    Article
      23

    Severability

    


    If
      any
      provisions of this Agreement are held invalid or unenforceable, such invalidity
      or unenforceability shall not affect the validity or enforceability of the
      other
      portions thereof, all of which provisions are hereby declared
      severable.

    


    Article
      24

    Headings

    


    All
      section headings and titles are inserted herein for convenience and ready
      reference only and are without contractual significance or effect and shall
      not
      be considered in the interpretation of the respective sections.

    


    Article
      25

    Counterparts

    


    This
      Agreement may be executed in multiple counterparts.

    


     

    
      
        
        

      

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

    
 

    
      
        	
                The
                  Whitetail Group, LLC 

              	
                Bedminster
                  Capital Corp.

              
	 	 
	 	 
	 	 
	 	 
	 	 
	
                By /s/                                    

              	
                By
                  /s/                                 
                  

              
	
                Name:
                  Gerald P. McBride, Jr. 

              	
                Name:
                  Paul Patrizio

              
	
                Title:
                  Managing Member 

              	
                Title:
                  President.

              
	
                Date:
                  March 1, 2007  

              	
                Date:
                  March 1, 2007

              


      




    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    Exhibit
      “A”

    


    Description
      of services and remuneration

    


    


    


    Acquisitions

    


    
      	1.  	
              Solicit
                from the market proposed transactions that meet the investment criteria
                of
                the Client.

            


    

    


    
      	2.  	
              Proceed
                with a review of the proposals, meet with the seller and/broker to
                obtain
                data and financial information on the proposed
                transaction.

            


    

    


    
      	3.  	
              Prepare
                and submit to the Client a term sheet on the proposed transaction.
                

            


    

    


    
      	4.  	
              Meet
                with Client to seek preliminary approval of a proposed transaction,
                subject to due diligence and final approval from the Board of Directors
                of
                the Client.

            


    

    


    
      	5.  	
              Cause
                the execution of a purchase agreement, subject to due diligence and
                final
                approval by the Board of the
                Client.

            


    

    


    
      	6.  	
              Retain
                on behalf of the owner such professionals and acquire such services
                as are
                reasonably necessary to perform due diligence. These services include,
                but
                are not limited to: legal services, engineering, independent appraisers,
                environmental experts, title insurance
                etc.

            


    

    


    
      	7.  	
              Negotiate
                a proposed agreement with the Seller after due
                diligence.

            


    

    


    
      	8.  	
              Identify
                appropriate financing and negotiate terms and conditions of
                financing.

            


    

    


    
      	9.  	
              Coordinate
                loan application.

            


    

    


    
      	10.  	
              Submit
                the final proposed contract for approval by the Board of
                Directors.

            


    

    


    
      	11.  	
              Coordinate
                and proceed with the closing.

            


    

    


    
      	12.  	
              Post
                closing review of closing
                documents.

            


    

    


    
      	13.  	
              Selection
                of appropriate property management.

            


    

    


    
      	14.  	
              Retain
                property manager and transfer of documents and information to the
                property
                manager.

            


    

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    
 

    
      	15.  	
              Transfer
                to owner of closing documents, with a report on the completion of
                the
                transaction.

            


    

    


     

    For
      these
      services, Whitetail shall receive the following compensation:

     

    
      	1.  	
              At
                closing, a fee of 1.5% on the purchase price of the
                property.

            


    

     

    Re-financing

    


    At
      the
      request of the Board of Directors, Whitetail can assist in the refinancing
      of a
      property owned by the Client as follows:

    


    
      	1.  	
              Obtain
                and review financial information on the property as provided by the
                Client.

            


    

    


    
      	2.  	
              Identify
                lenders for the proposed refinancing of the
                property.

            


    

    


    
      	3.  	
              Prepare
                an appropriate term sheet to solicit proposals from
                lenders.

            


    

    


    
      	4.  	
              Negotiate
                with the lender(s) terms and conditions for the proposed new
                loan.

            


    

    


    
      	5.  	
              Submit
                for approval a term sheet for the new
                loan.

            


    

    


    
      	6.  	
              Coordinate
                the flow of information and data requested by the
                lender.

            


    

    


    
      	7.  	
              Retain
                on behalf of the Client (and at Client expense) professional services
                and
                other services required to proceed with closing, including but not
                limited
                to legal services.

            


    

    


    
      	8.  	
              Coordinate
                the closing.

            


    

    


    
      	9.  	
              Transfer
                to owner of closing documents, with a report on the completion of
                the
                transaction.

            


    

     

    For
      these
      services, Whitetail shall receive the following compensation:


    


    
      	1.  	
              Upon
                closing, a fee of 0.75% of the gross amount of the
                refinancing.

            


    

    


    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    


    Lease
      up and lease renewals

    


    
      	1.  	
              Define
                lease renewal and lease-up strategies on behalf of the owner and
                submit
                its views to the Board of Directors.


            


    

    


    
      	2.  	
              Prepare
                a comprehensive market assessment of the rental market and draft
                a term
                sheet for the spaces or properties offered for lease or lease
                renewal.

            


    

    


    
      	3.  	
              Select
                appropriate real estate brokers and negotiate terms and conditions
                of
                brokerage agreements.

            


    

    


    


    
      	4.  	
              Prepare
                information and documentation necessary for brokers to operate
                effectively.

            


    

    


    
      	5.  	
              Assist
                brokers in the showing of the property, including, where necessary
                participate in the preparation of
                brochures.

            


    

    


    
      	6.  	
              Qualify
                the prospective renters to include amongst other means, credit checks
                and
                assessment of referrals.

            


    

    


    
      	7.  	
              Retain,
                where appropriate, legal counsel to prepare proposed leases. At its
                discretion and depending on the circumstances, Whitetail may use
                standard
                leases without the use of legal
                counsel.

            


    

    


    
      	8.  	
              Seek
                prior approval of leases from the Board of
                Directors.

            


    

    


    
      	9.  	
              Cause
                and coordinate the closing of
                leases.

            


    

    


    
      	10.  	
              Coordinate
                the transfer of lease information and documentation to the property
                manager.

            


    

    


     

    For
      these
      services, Whitetail shall receive the following compensation:

    


    
      	1.  	
              In
                the event of a lease renewal, a fee equal to 0.5% of the gross rent,
                paid
                out monthly, over the term of the
                lease.

            


    

    


    
      	2.  	
              In
                the event of a lease with a new tenant, a fee equal to 1.25% of the
                gross
                rent, paid monthly over the term of the lease.


            


    

    


    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    Sale
      of an Asset

    


    At
      the
      request of the Board of Directors, Whitetail can assist in the sale of a
      property owned by the Client.

    


    
      	1.  	
              Obtain
                and review financial information on the property as provided by the
                Client.

            


    

    


    
      	2.  	
              Prepare
                a sale brochure and term sheet for the
                property.

            


    

    


    
      	3.  	
              Seek
                preliminary approval for the sale of the property by the
                Client.

            


    

    


    
      	4.  	
              Identify
                appropriate broker and negotiate a brokerage
                agreement.

            


    

    


    
      	5.  	
              Represent
                the Client in the sale process to include participation in site visits
                by
                potential buyers and provide them with all documents requested and
                required by the potential buyers and their lenders to proceed with
                the
                proposed transaction.

            


    

    


    
      	6.  	
              Review
                of the offers and negotiate a proposed contract with a
                buyer.

            


    

    


    
      	7.  	
              Submit
                and seek the approval of the proposed offer to the Board of Directors
                of
                the Client.

            


    

    


    
      	8.  	
              Assist
                the proposed buyer and his lender in his due
                diligence.

            


    

    


    
      	9.  	
              Retain
                on behalf of the Client such professional services as requited to
                proceed
                with a closing.

            


    

    


    
      	10.  	
              Coordinate
                the closing.

            


    

    


    
      	11.  	
              Transfer
                to owner of closing documents, with a report on the completion of
                the
                transaction.

            


    

    


     

    For
      these
      services, Whitetail shall receive the following compensation:

     

    
      	1.  	
              Upon
                closing, a fee of 1.00% of the gross amount of the sale
                proceeds.

            


    

    
 

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


     

    On-going
      Management Services

    


    
      	1.  	
              Provide
                supervisory management services for the Special Purpose Entities
                (SPE) set
                up for each fully owned subsidiary set up by the Company for each
                asset.

            


    

    


    
      	2.  	
              Collect
                net rental income from property
                managers.

            


    

    


    
      	3.  	
              Pay
                on behalf of the Company debt services on the various mortgages in
                each
                SPE.

            


    

    


    
      	4.  	
              Provide
                the lenders with such documents and/or information as are required
                pursuant to the loan documents.

            


    

    


    
      	5.  	
              Pay
                on behalf of the Company and/or its SPE’s all property
                taxes.

            


    

    


    
      	6.  	
              Secure
                and maintain all permits and/or licenses or such reporting as may
                be
                required under state or local laws, rules, regulations and
                ordinances.

            


    

    


    
      	7.  	
              Review
                the monthly reports submitted by the property
                managers.

            


    

    


    
      	8.  	
              Obtain,
                negotiate and pay on behalf of the company all asset related
                insurances.

            


    

    


    
      	9.  	
              Assist
                in the selection of all property managers, supervise the activities
                of the
                property managers on a regular basis,. Meet, whenever appropriate
                but not
                less than every quarter, with the respective property managers for
                each
                SPE for the purpose of reviewing pending issues related to the property
                and subsequently, submit a written report to the board of directors
                of the
                company. Property Managers fees shall not exceed 3.25% of the subject
                property’s gross revenues. 

            


    

    


    
      	10.  	
              Inspect,
                whenever appropriate, but not less than every quarter, the properties
                of
                each SPE. Subject to limitations placed on it by the Budget, Whitetail
                shall cause
                each property
                to
                be maintained in
                a first class manner, comparable to similar
                properties in the area of such property.
                Such maintenance shall include, but not necessarily be limited to,
                interior and exterior cleaning, painting, decorating and maintenance,
                both
                preventative and otherwise, of all systems and improvements which
                are a
                part of the subject property.

            


    

    


    
      	11.  	
              Review
                whenever appropriate but not less than every quarter, leases for
                each
                property and have the leases reviewed by legal counsel as
                required.

            


    

    


    
      	12.  	
              Coordinate
                the renegotiation, renewal, termination or release of property with
                property managers and legal
                counsel.

            


    

    


    
      	13.  	
              In
                the event a tenant default on a lease, for non payment or other reasons,
                coordinate with the property managers the appropriate action, including
                but not limited to initiate collection procedures, eviction and/or
                legal
                action.

            


    

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
 

    
      	14.  	
              Promptly
                inform the Board of issues that require Board attention and/or action
                and
                wherever appropriate make recommendations as to how to address the
                situation.

            


    

    


    
      	15.  	
              Coordinate
                the transmittal of data to the company for audit and tax
                purposes.

            


    

    


    
      	16.  	
              At
                all times:

            


    

    
      	a.  	
              Keep
                books and records in a comprehensive and appropriate
                manner.

            


    

    
      	b.  	
              Keep
                books and records available upon reasonable notice for review by
                the
                Company.

            


    

    
      	c.  	
              Be
                available to participate to meetings with representatives of the
                Company
                to review activities. 

            


    

    


    For
      these
      services, Whitetail shall receive the following compensation:

    
      


      	1.  	
               Upon
                consummation of the initial property acquisition by Bedminster, a
                one time
                infrastructure development fee of
                $10,000.00

            


       

    

    
      	2.  	
              Commencing
                after the initial property acquisition, a fee equal to the greater
                of
                1.75% of the gross rental income or $2,500.00, paid
                monthly.