ex10-3.htm


    
      
        

      

    

     

    Exhibt
      10.3

     

    ANG
      Group, Inc. Letterhead

    


    October
      3, 2007

    


    


    Mr.
      David
      Mladen

    President
      and Chief Executive Officer

    Excellency
      Investment Realty Trust, Inc.

    245
      Park
      Avenue – 39th
      Floor

    New
      York,
      New York 10167

    


    Re:           Financial
      Advisory Services Engagement

    


    Dear
      Mr.
      Mladen:

    


    This
      letter agreement (the "Agreement")
      confirms the engagement of ANG Group, Inc. ("ANG") by Excellency Investment
      Realty Trust, Inc. (the "Company") to provide financial advisory assistance
      as
      more particularly set forth herein.

    


    1.           Retention
      and Services.  As part of the financial advisory services
      noted herein and as described in Exhibit A hereto (the "Services"), ANG
      shall assist the Company by providing contract chief financial officer services
      to be performed by Daniel Norensberg ("Norensberg").  ANG will be
      available throughout each month during the term of this Agreement for other
      Company-related issues, conference calls and meetings.  ANG will
      perform the Services at the Company’s Connecticut office, as more specifically
      set forth in Section 5 hereof, the Company's New York office and at ANG's
      offices in New York.

    


    2.           Scope
      of Engagement.  For purposes of this engagement, ANG will
      provide the services of Norensberg as the Chief Financial Officer of the
      Company.  Norensberg will provide the standard services of a contract
      CFO, including the performance of the Services.

    


    3.           Information
      Concerning the Company.

    


    
      	
               

            	
              (a)

            	
              In
                connection with the Services to be performed hereunder, the Company
                will
                furnish ANG with material and information concerning the Company
                which ANG
                reasonably deems appropriate in connection with its performance of
                Services hereunder.  The Company will provide ANG with access to
                the Company's officers, directors and advisors and will also provide
                access to certain of its financial information via a secured internet
                connection.  To the Company's knowledge, all such information
                will be true and accurate in all material respects and will not containing
                any untrue statement of a material fact or omit to state a material
                fact
                necessary in order to make the statements therein not misleading
                in light
                of the circumstances under which such statements are made.  The
                Company acknowledges that ANG will be using and relying upon the
                accuracy
                and completeness of publicly available information and the information
                supplied by the Company and its officers in connection with this
                engagement without independent verification  (all such
                information so furnished referred to herein as
                "Information").

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (b)

            	
              ANG
                will keep confidential and not disclose or permit its employees or
                representatives to disclose confidential information received from
                the
                Company (other than to ANG employees or agents involved in the performance
                of Services hereunder or otherwise on a need-to-know basis), except
                as may
                be contemplated by this Agreement, as otherwise may be authorized
                by the
                Company or as may be required by law.  For purposes of this
                Agreement, "confidential information" means information provided
                by the
                Company to ANG that is not otherwise available to ANG from sources
                outside
                of the Company, and any such information shall cease to be confidential
                information when it becomes generally available, or comes to ANG's
                attention, through other sources that do not, to ANG's knowledge
                at the
                time, involve a violation of this Agreement or any similar
                agreement.

            


    

    


    4.           Fees.  For
      each month during the term of this Agreement, the Company will pay ANG a fee
      (the "Monthly Fee") equal to $4,000.00 in cash or immediately available
      funds.  The Monthly Fee will be due and payable on the first business
      day of such month and is non-refundable.

    


    5.           Expenses.  In
      addition to the compensation described in Section 4 above, upon presentation
      to
      the Company of supporting documentation, the Company will reimburse ANG for
      all
      reasonable travel expenses incurred by ANG in connection with the performance
      of
      the Services, including, but not limited to, gas, parking and tolls associated
      with travel to the Company's Connecticut office; provided, however, ANG will
      limit its travel to the Company's Connecticut office to not more than three
      (3)
      times per month, unless expressly otherwise agreed to by the
      Company.

    


    6.           Indemnification.  The
      Company will indemnify and hold harmless ANG and its affiliates and their
      respective officers, directors, affiliated entities, members, employees and
      agents against any and all losses, claims, damages, obligations, penalties,
      judgments, awards, liabilities, costs, expenses and disbursements (and any
      and
      all actions, suits, proceedings and investigations in respect thereof and any
      and all legal and other costs, expenses and disbursements in giving testimony
      or
      furnishing documents in response to a subpoena or otherwise), including, without
      limitation, the costs, expenses and disbursements, reasonably incurred, as
      and
      when incurred, of investigating, preparing or defending any such action, suit,
      proceeding or investigation (whether or not in connection with litigation in
      which ANG is a party), directly or indirectly, caused by, relating to, based
      upon, arising out of, or in connection with this Agreement of ANG's performance
      hereunder, except to the extent caused by the gross negligence or willful
      misconduct of ANG.

    


    7.           Termination.  This
      Agreement may be terminated at any time by either party upon not less than
      30
      days written notice.

    


    8.           Directors'
      and Officers' Liability Insurance.  The
      Company, at its sole cost and expense, shall procure and maintain at all times
      during the term of this Agreement, directors' and officers' liability insurance
      coverage providing for coverage and amounts customary for companies such as
      the
      Company.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    9.           Binding
      Arbitration. Upon the demand of either party, any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the breach, termination or invalidity thereof, or that arises out of the
      relationship of the parties shall be resolved by mandatory binding arbitration
      in New York, New York. If despite demand, an action is commenced or prosecuted
      in any court, the party demanding arbitration may bring any action in any court
      of competent jurisdiction to compel arbitration of such matters. Any party
      who
      fails or refuses to submit to binding arbitration following lawful demand shall
      bear all costs and expenses incurred by the opposing party in compelling
      arbitration of such matter. All matters submitted to arbitration shall be
      resolved by binding arbitration administered by the American Arbitration
      Association (herein referred to as “AAA”), in New York, New York, in accordance
      with the Commercial Arbitration Rules of the AAA, the Federal Arbitration Act
      (Title 9 of the United States Code), and, to the extent that the foregoing
      are
      inapplicable, unenforceable, or invalid, the laws of New York. Any arbitrator
      selected must be a practicing attorney, a member of the State Bar of New York,
      and must be experienced and knowledgeable in the substantive laws applicable
      to
      the dispute in question. The substantive laws of the State of New York shall
      govern any such arbitration. The parties will agree to a single arbitrator
      to
      resolve their dispute or AAA shall appoint an independent, third party neutral
      within 30 days of being requested by either party to decide all matters. The
      parties expressly agree to waive any and all appeal or other legal rights with
      respect to any decision reached by arbitration hereunder and neither party
      shall
      be entitled to punitive damages.

    


    10.           Miscellaneous. This
      Agreement constitutes
      the entire agreement between the parties concerning this Agreement and any
      subject matter herein, and may not be amended, modified, or waived except in
      writing signed by the parties. This Agreement shall inure only to the benefit
      of
      the parties hereto and their successors and permitted assigns, and may not
      be
      assigned by either party without the other party’s prior written consent. Should
      any clause or portion of this Agreement be deemed invalid, void, or otherwise
      unenforceable, the remainder of this Agreement shall remain in full force and
      effect as written. This Agreement may be signed in multiple counterparts, each
      of which taken together shall constitute one and the same instrument. Facsimile
      signatures shall have the effect of delivered originals.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Please
      sign and return an original and one copy of this letter to the undersigned
      to
      indicate your acceptance of the terms set forth herein, and this letter shall
      note your express acceptance and shall constitute a valid and binding Agreement
      between the Company and ANG as of the date above.

    


    


    


    
      	 	
              Sincerely,

            
	 	 
	 	
              ANG
                GROUP, INC.

            
	 	 
	 	 
	 	 
	 	
              /s/
                Daniel Norensberg

            
	 	
              By: 
                Daniel Norensberg

            
	 	
              Its: 
                President

            


    

    


    


    Accepted
      and agreed on this 8th day of October, 2007.

    EXCELLENCY
      INVESTMENT REALTY TRUST, INC.

    


    


    


    


    /s/
      David Mladen

    By:
      David
      Mladen

    Its
      President and Chief Executive Officer

    


    
      
        
        

      

      
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    Exhibit
      A

    
 

    Services

    


    Make
      available Daniel Norensberg (or another individual acceptable to the Company
      in
      its sole discretion) to serve as Chief Financial Officer of the
      Company.

    


    Analyze
      the Company's disclosure controls and procedures and recommend/implement
      improvements to ensure the integrity of the Company's financial information
      and
      systems and compliance with all applicable securities laws, including, reporting
      requirements under the Securities Exchange Act of 1934, as amended.

    


    Analyze
      financial and operating information for management to facilitate decision-making
      and provide input for corrective action, where applicable, including review
      of
      all financial statements to ensure compliance with GAAP and SEC
      requirements.

    


    Manage/oversee
      relationships with independent auditors.

    


    Perform
      all principal accounting and financial officer duties, including making required
      certifications in connection with SEC filings, including all reports required
      under the Securities Exchange Act of 1934, as amended.

    


    Direct
      all finance, accounting and treasury functions including cash forecasting,
      cash
      management, operational budgeting, and ensure accuracy, compliance and
      timeliness in accounting/financial reporting, including all reports required
      under the Securities Exchange Act of 1934, as amended and any and all reports
      and filings to any federal, state or local governmental and/or regulatory
      agency.

    


    Transform
      finance operations through improved processes, advising on financial
      performance, best management practices, and evaluating/appraising strategic
      partnerships.

    


    


     

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