Exhibit 10.3


    EXHIBIT
      10.3

    


    LESSARD
      PROPERTY MANAGEMENT SERVICES, INC.

    RESIDENTIAL
      PROPERTY MANAGEMENT AGREEMENT

    


    (Exhibit
      A to Assignment of Contract Rights and Obligations)

    


    This
      agreement made as of the 27th day of August, 2003, by and between Duane Bennett
      (hereinafter referred to as the "Owner"), and Lessard Property Management
Services,
      IDC. (hereinafter referred to as the "Agent").

    


    1.
      APPOINTMENT
      AND ACCEPTANCE, Owner hereby appoints Agent as exclusive agent for the
      management of the property described in Section 2 of this agreement. Agent
      accepts the appointment subject to the terms and conditions set forth in this
      agreement.

    


    2.
      DESCRIPTION
      OF PROJECT. The property to be managed by the Agent under this agreement
      (hereinafter referred to as the "Project") is a development consisting of
      buildings and other improvements The Project is further described as
      follows:

    


    NAME:
      Duane Bennett

    OWNER'
      S
      ADDRESS: 18
      Brookmont Rd.

    Wilbraham,
      MA 01095

    


    OWNER'S
      PHONE: (704) 905-6008

    PROPERTY
      LOCATION:

    25
      Webster St,
      Spfld.                
     mgmt.
      acct # 171001

    138
      Colton St,
      Spfld                         mgmt.
      acct # 171002

    132-1.34
      Cedar St, Spfld..         
      mgmt.
      acct #
      171006

    25-27
      Mapledell St,
      Spfld,             
  mgmt.
      acct # 171007

    115-117
      College St, Spfld.        
        mgmt
      acct
      # 171008

    25-27
      Armory St,
      Spfld.                  
 mgmt
      acct
      # 171009

    31
      Armory
      St,
      Spfld.                    
   mgmt.
      acct # 171010

    36
      Bliss
      St, W.
      Spfld.                     
 mgmt.
      acct # 171012

    25-27
      Kamuda St, Ind. Orchard        
mgmt
      acct
      # 171013

    14
      Charles St, Chicopee mgmt.
      acct   mgmt
      acct
#
      171014

    16
      Charles St, Chicopee mgmt.
      acct   mgmt
      acct
      # 171015

    90
      Cochran St,
      Chicopee                
 mgmt.
      acct # 171016

    80
      Cochran St,
      Chicopee                 
 mgmt
      acct
      # 311001

    84-86
      Cochran St,
      Chicopee             
 mgmt
      acct
      # 312001

    192
      School St,
      Chicopee                   
 mgmt
      acct
      # 313001

    


    NO,
      OF
      DWELLING UNITS:

    MANAGEMENT
      ACCOUNT NUMBER: #171

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    3.
      RENTALS. The Agent will offer for rent and will use diligence to rent the
      dwelling units.
      Incident thereto, the following provisions will apply:

    


    a
      The
      Agent will take and process applications for rentals and maintain a current
      list
      of
      prospective tenants.

    


    b.
      The
      Agent will prepare all dwelling leases and rental agreements, and will execute
      the same in its name, identifying itself thereon as Agent for
      Owner.

    


    c
      The
      Agent will keep the books and accounts of the operation of the property in
      accordance
      with good accounting practices.

    


    4.
      COLLECTION OF RENTS AND OTHER RECEIPTS. The Agent will collect and deposit
      rents in accordance with the terms of each lease or rental agreement. All funds
      collected by the Agent shall be deposited by the Agent promptly in a bank
account
      of the Agent in an institution whose deposits are insured by an agency of the
      United
      States of America; this account shall be used exclusively by the Agent for
      funds
      of
      Owners Management Account #171-311-312-313.

    


    5.
      ENFORCEMENT OF LEASES OR RENTAL AGREEMENTS. The Agent will take reasonable
      steps
      to secure full compliance of each tenant with the terms of his lease or rental
      agreement. The Agent will lawfully terminate any tenancy when, in the
Agents
      judgment, sufficient cause (including, but not limited to, nonpayment of rent)
      for such termination occurs under the terms of the tenants lease or rental
      agreement For this purpose, the Agent is authorized to consult with legal
      counsel of its choice to bring
      actions for evictions and to execute notices to vacate and judicial pleading
      incident to such actions. Attorney's fees and other necessary costs incurred
      in
      connection with such action will be paid out of the Management Account as
      Project expenses
      of Owner. Notwithstanding anything herein to the contrary, the Agent shall
      have
      the
      power to terminate and accept termination of tenancies, settle, compromise
      and
      release claims against tenants; reinstate leases; give consents provided for
      in
leases
      or
      rental agreements and take all lawful action to evict tenants.

    


    6.
      MAINTENANCE: Owner is responsible for all his own maintenance with the exception
      of emergency situations and after hours calls.

    


    6.1
      Owner
      employs his own maintenance person who is not an employee or under
      the
      control of the Agent.

    


    6
      2 Owner
      agrees to indemnify and defend the Agent against any and all actions
      arising from the activities of the Owner's own employees.

    


    6
      3 Owner
      may from time to time hire the Agent for specific repairs.

    


    6
      4
      Notwithstanding any of the foregoing provisions, the prior approval of the
      Owner
      will be requited for any expenditure, which exceeds Five Hundred Dollars,
      $500.00 in any one instance, for labor, materials, or otherwise in connection
      with the maintenance and repair of the Project, except for recurring expenses
      within the limits of the operating budget or for emergency repairs involving
      manifest danger to persons or property or required to avoid suspension of any
      necessary services to the Project.

    6.5
      It is
      further agreed that Owner will pay to Agent a surcharge in the amount
of
      fifteen percent (15%) of the charge for supplies and independent contractors.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    7.  UTILITIES,
      SERVICES & MAINTENANCE AGREEMENTS, Agent: will, on behalf
      of
      and for Owner, make arrangements for water, electricity, gas, fuel, oil and
      sewage on the same basis as set forth for Maintenance & Repair.

    


    8.  EMPLOYEES.
      Agent will determine the number, qualifications, and duties of personnel to
      be
      employees in the management of the Project. All such employees will
      be
      deemed employees of the Agent, not the Owner, unless they are the same, and
      will
      be
      hired, paid, supervised and discharged by the Agent. The compensation,
including
      payroll taxes and fringe benefits of all employees will be within the Agent's
      sole discretion.

    


    9.  DISBURSEMENTS
      FROM MANAGEMENT ACCOUNT From the funds received and deposited by Agent in the
      Management Account, Agent will make the disbursements
      explicitly or reasonably implicitly authorized by this Agreement when
due
      and
      payable. The Management Account must maintain a $500,00 minimum balance. In
      the
      event that the balance in the Management Account falls below $500.00 or at
      any
      time is insufficient to pay disbursements due, Agent will inform Owner
      thereof and Owner will remit to Agent sufficient funds to cover the deficiency.
      In
      no
      event will Agent be required to advance its own monies to pay disbursements.
      Agent
      is
      explicitly authorized to pay itself any management or other fees due it which
      are
      payable regardless of other amounts and accounts due and payable at the
      time.

    


    10.  
      EMERGENCY ANSWERING SERVICE. Agent agrees to maintain a 24-hour emergency
      answering service at no additional cost to Owner. However, in the event an
      emergency maintenance call is necessary, Owner agrees to pay Agent the then
      current hourly rate for emergency personnel dispatched after normal business
      hours. For
      purposes of this Agreement, normal business hours are from 8:00 am. to 5:00
      p.m., Monday through Friday, excluding holidays All charges are door to
      door.

    


    11.
      AGENT'S COMPENSATION. The compensation which the Agent shall be entitled
to
      receive for management services performed under this Agreement shall be a fee
      in
      the amount of eight percent (8%) of collected rent or $100.00 per Project,
      whichever is
      greater Condominium units ate a flat $45.00 Per month each. The Owner shall
      pay
      such
      fee to the Agent monthly, not later than the thirtieth (30th)
      day of
      each month,
      unless otherwise agreed by the parties hereto, It is further understood that
      a
      one time $100.00 set up fee shall be assessed on each new Project.

    


    12.
      COMMISSION. Owner agrees to pay to Agent, as a commission, an amount equal
      to
one
      full
      month's rent for each tenancy secured. Such fee to be paid to Agent from
Management
      Account, upon occupancy of tenant in said Unit Such commission to be
      recorded on monthly statement.

    


    13. INDEMNIFICATION,
      Agent will not be liable to Owner, occupants, licensees, invitees
      or trespassers and Owner will indemnify and defend Agent against and hold
Agent
      harmless of and from:

    13.1  Any
      and
      all damages, costs and expenses, including but not limited to, reasonable
      attorney's fees sustained or incurred for injury to any person or property
      in,
      about or in connection with the Project, from any cause whatsoever
      unless such injury shall be caused by Agent's own actual gross negligence.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    13.2  Any
      and
      all damages, penalties, costs and/or expenses, statutory or otherwise,
      for all acts reasonably performed by Agent pursuant to Owner's instructions,
      regardless of whether such actions are later viewed as grossly or willfully
      or
      wantonly negligent.

    


    13.3  Determining
      the existence or non-existence of lead paint or toxic substances upon the
      Project in conformity with Massachusetts General Laws.
      Agent hereby advises and directs Owner to review with Owner's counsel,
      Owner's statutory obligation in the event that the presence of a toxic substance
      and/or lead paint is discovered upon the Project.

    


    13
      4 Any
      and all damages, costs, penalties and expenses, including but not limited to
      reasonable attorney's fees, sustained or incurred by Agent as a result of the
      presence of or the threatened release of a toxic substance and/or
      lead paint upon the Project or damages occasioned to anyone residing or who
      resided or presented themselves upon the Reject from the ingestion of or
      exposure to any toxic substance and/or lead paint or pain and
      suffering caused thereby including pain and suffering and loss of consortium
      claims by persons related to the injured party.

    


    13.5
      Any
      and all loss which Agent may incur, including but not limited to, reasonable
      attorney's fees, as a result of the past, present or future existence of
      conditions on the Project, which may amount to violations of the
      state
      sanitary code, building code or local ordinances. Agent agrees to notify Owner
      of its actual knowledge of any violations so that Owner may maintain
      the premises in compliance with the aforesaid Owner agrees to correct
      said conditions in a good and workmanlike manner and to maintain the
      premises in compliance with said regulations.

    


    14. TERM
      OF
      AGREEMENT. This Agreement shall continue from the date of this Agreement
      until either the Owner or the Agent terminates it, effective the last day of
      any
      month, by written notice to the other party, received thirty (30) days prior
      to
      the said date of termination, subject, however, to the following
      conditions:

    


    14.1
      In
      the event that a petition in bankruptcy is filed by or against Owner or
any
      of
      the principals of Owner or by Agent or any of the principals of Agent, or in
      the
      event that any of the foregoing makes an assignment for the
      benefit of creditors or takes advantage of any insolvency act, the other party
      may terminate this Agreement forthwith provided that written notice of such
      is
      given.

    


    14.2
      If
      Agent fails to observe or perform any provision, covenant or obligation
of
      this
      Agreement to be observed or performed by Agent, where such failure
      continues for thirty (30) days after the receipt by the Agent of written
      notice thereof from the Owner; the Owner shall have the right to terminate
      this
      Agreement upon an additional thirty (30) days written notice to
      Agent.

    14
      3 If
      Owner fails to observe or perform any provision, covenant or obligation
of
      this
      Agreement to be observed or performed by Owner, where such failure continues
      for
      thirty (30) days after written notice thereof from Agent;
      Agent shall have the right to terminate this Agreement at the end of said thirty
      (30) days without further obligation to Owner excepting lapse in
      insurance or failure to fund the Management Account in a timely
      manner
      which shall be cause for immediate termination.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    15.
      INSURANCE Owner shall maintain a complete program of insurance protection
relating
      to the ownership and operation of the Project. Said policy of insurance will
      name
      Agent as a named insured and shall contain liability limits of no less than
      $500,000
      Per incident of personal injury. A copy of said policy will be provided to
      Agent,
      on
      an annual basis, by Owner, In the event that Owner fails to procure said
      insurance, Agent is hereby authorized, but not obligated to do so and pay the
      costs thereof from the Management Account. Should Owner insurance lapse for
      any
reason,
      this contract shall be void for the entire period of said lapse.

    


    16.
      FORCE
      MAJEURE. The provisions of this paragraph shall be applicable if there
shall
      occur, during the term of this Agreement, any strike, lookout, or labor dispute;
      inability to obtain labor or materials or reasonable substitute thereof;
      inability in obtaining fuel, electricity, services or supplies from the sources
      from which they are normally obtained or from reasonably comparable substitute
      sources; or act of God, governmental restriction, regulation, or control, enemy
      or hostile governmental action,
      civil commotion, insurrection, revolution, sabotage, or fire or other casualty
      or any
      other
      condition or cause beyond the reasonable control of Agent. If Agent shall,
      as
      the result of any such event, fail reasonably to perform any obligation required
      hereunder, then such obligation shall be reasonably performed as soon as
      practicable after
      such event abates.

    


    17.
      ARBITRATION. Except for actions seeking only injunctive relief, all disputes
      and
      controversies arising out of or in connection with this Agreement shall be
      submitted to
      arbitration according to the following procedure:

    


    17.1
      Either party may demand arbitration in writing The demand shall include
a
      statement of the matter in controversy.

    


    17
      2 The
      parties agree to hold the arbitration hearings in Springfield,
      Massachusetts.

    


    17.3  In
      all
      cases where less than Fifty Thousand Dollars ($50,000.00) is in dispute:
      The arbitration shall be held on thirty (30) days notice. During said
      thirty (30) day period, the parties shall cooperate with each other by providing
      each other all documents and other tangible evidence which is reasonably
      relevant to the matter in dispute Any failure or refusal of a party
      to
      comply with a discovery request under the provisions of this section shall
      be
      taken into evidence by the arbitrator and the effect thereof considered by
      that
      arbitrator in forming an award, including, but not limited
      to, denying an award or portions thereof. One arbitrator shall preside
      over the arbitration proceedings. The Arbitration Committee of the American
      Arbitration Association shall appoint an arbitrator within thirty
      (30) days of receiving the written submission Such arbitrator shall be an
      attorney with no less than ten (10) years experience in commercial transactions
      except that no attorney who has represented any party to this Agreement shall
      be
      appointed as an arbitrator and each party to this Agreement
      reserves the right to object to the appointment of any such arbitrator.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    17.4  In
      all
      cases where Fifty Thousand Dollars ($50,000 00) or more is in dispute: The
      arbitration hearing shall, be held on sixty (60) days written notice.
      During said sixty (60) day period, the parties shall cooperate with each
      other by providing each other all documents and other tangible evidence
      which is reasonably relevant to the matter in dispute. Upon no less than ten
      (10) days notice each party shall make witnesses available to the other for
      deposition under oath Any failure or refusal of a patty to comply
      with a discovery request under the provisions of this section shall be taken
      into evidence by the arbitrator and the effect thereof considered by
      that
      arbitrator in framing an award, including, but not limited to, denying an award
      or positions thereof One arbitrator shall preside over the arbitration
      proceedings. The Arbitration Committee of the American Arbitration
      Association shall appoint an arbitrator within thirty (30) days of receiving
      the
      written submission Such arbitrator shall be an attorney with no less than ten
      (10) years experience in commercial transactions except
      that no attorney who has represented any party to this Agreement shall
      be
      appointed as an arbitrator and each party to this Agreement reserves the right
      to object to the appointment of any such arbitrator.

    


    17.5  The
      commercial arbitration rules of the American Arbitration Association
are
      hereby incorporated by reference. Notwithstanding any provision of those
      rules or any other rule or law, punitive damages are not recoverable
against
      any party to this Contract. The arbitrators) is not empowered to grant
      damages in any form or amount in excess of the payments required under
      this Contract.

    


    17.6  The
      arbitration hearing shall be concluded within thirty (30) days unless otherwise
      ordered by the arbitrator, and the award thereon shall be made within thirty
      (30) days and shall be final and binding on all parties. Subject
      to the requirement for the payment of attorney fees in accordance with
      Paragraph 17.9 of this Agreement, Judgment on such award may be entered in
      any
      court in Massachusetts having jurisdiction if the amount awarded
      or any portion thereof (including interest or fees) remains unpaid after Ten
      (10) Days from the date of the award.

    


    17.7  This
      arbitration provision shall be a complete defense to any suit, action or
proceeding
      brought under, or in connection with, this Agreement. This arbitration provision
      shall survive the termination or expiration of this Agreement.

    


    17,6  Nothing
      in this arbitration provision shall give the arbitrator any authority to alter,
      change, amend, modify, add to or subtract from any provision of this
      Agreement.

    


    17.9
      Any
      award made by the arbitrator shall include a requirement that the losing patty
      pay the prevailing party's reasonable expenses, including reasonable legal
      fees
      incurred in the prosecution of the arbitration (including,
      if greater than the hourly charges, any contingent fee), except that
      if a
      party is awarded less than Fifty (50%) Percent of the amount originally claimed
      by that party as due, then no award of expenses or attorney fees shall be
      made.

    


    17.10
      Any
      award made by the arbitrator shall include an award of interest at the
rate
      of
      no less than Twelve (12%) Percent from the date the amount awarded
      or any portion thereof was due.

    


    18
      STANDARD APPLICABLE TO AGENT Agent's actions under this Agreement or in
      connection with the operation and management of the Project otherwise, shall
      be
      measured by Agent's actual knowledge at the time Agent decided to act or not
      act
Owner
      understands and agrees that Agent is not an insurer or guarantor of the Project
      and
      that
      Agent has not and does not promise Owner that there will be any return or profit
      from the Project.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    19.
      GENERAL.

    


    19.1
      This
      Agreement shall be enforced under, governed by and construed in accordance
      with
      the laws of the Commonwealth of Massachusetts. Any provision which is prohibited
      or unenforceable in any jurisdiction shall, as to
      such
      jurisdiction, be ineffective to the extent of such prohibition or unenforceability
      without invalidating the remaining
      provisions hereof and any
      such
      prohibition or unenforceability in any jurisdiction shall not invalidate
      or tender unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, Agent and Owner hereby waive any
      provision of law which renders any provision hereof prohibited or unenforceable
      in any respect..

    


    19.2
      No
      term or provision of this Agreement may be changed, waived, discharged or
      terminated orally, but only by an instrument of equal formality
      signed by duly authorized officers of the parties hereof.

    


    19
      3 No
      waiver of any breach of any provision of this Agreement shall constitute a
      waiver of any subsequent breach of the same or any other provision
      of this Agreement and no waiver shall be effective unless made in
      writing.

    


    19.4  This
      Agreement embodies the entire understanding of the parties and there
are
      no
      further or other agreements or understandings, written or oral, in effect
      between the parties relating to the subject matter hereof. The division
      of this Agreement into paragraphs and sections is only a matter of convenience
      for reference and shall not define or limit any of the terms or provisions
      hereof Any term used in the singular shall be deemed to include
      the plural when the context of its use is so required. The fact that
the
      working of this Agreement has been provided by one party or the other shall
      not
      be taken into consideration in the construction or interpretation of this
      Agreement.

    


    19.5  Each
      of
      Owner and Agent hereby represents to the other that it is authorized
      to enter into this Agreement and that the individual signing this Agreement
      in
      its behalf is likewise fully authorized to do so.
      shall
      not be taken into consideration in the construction or interpretation of
this
      Agreement.

    


    
      	20.  	
              LAWN
                CARE AND SNOW REMOVAL

            


    

    Does
      the
      Owner want Lessard Property Management, Inc. to effectuate lawn care at the
      property?

    YES   NO X 

    Does
      the
      Owner want Lessard Property Management, Inc. to effectuate snow removal at
      the
      property?

    YES   NO X 

    


    


    


    


    /s/ Paul
      D.
      Lessard  

    By:
      Paul
      D. Lessard

    President

    


    


    /s/ Duane
      Bennett

    By:
      Duane
      Bennett

    Owner
      

    


    
      
        
        

      

      
        7