PROPERTY MANAGEMENT AGREEMENT

Compensation for Managerial Services

9. In consideration for the services to be rendered to the Owner by the Manager

under this Agreement, the Owner agrees to pay the Manager 10% of the gross

revenues from the Premises actually collected, deducted monthly. The Manager

shall be entitled to a commission of one month rent on the leasing or renting space

within the Property.

Other Forms of Compensation Prohibited

10. The compensation set forth in Paragraph 12 is to be paid in consideration of all

services to be rendered by the Manager and all of the Manager’s employees,

except on-premises employees and workers. No disbursements will be made

under this Agreement by which managerial expenses reimbursed by treating this

reimbursement as an operating expense of the Premises. Expenses of office

overhead of the Manager, whether or not allocable to services rendered in the

management of the Premises are to be treated as managerial compensation

provided for in Paragraph 12. All rebates, discounts, or commissions collected by

the Manager, or credited to the Manager’s use, which relate to the purchasing of

supplies or the rendering of services for the Premises, must be fully disclosed to

the Owner. Any part of any rebate, discount, or commission that is allocated to

the purchasing of supplies, or the rendering of services for the Premises, shall be

credited to the Owner’s account. For the purposes of this Paragraph 13, all

rebates, discounts, or commissions relating solely to managerial overhead

expenses need to be disclosed to the Owner and need not be allocated in the part

the Owner’s account.

Budgets

10. Annual operating budgets for the Premises must be submitted to the Owner

Except as permitted under Paragraph 7(e) above, annual disbursements for each

type of operating expense itemized in the budget may not exceed the amount

authorized by the approved budget. In addition to preparation and submission of

a recommended operating budget for the initial fiscal year, the Manager will

prepare a recommended operating budget fore each subsequent fiscal year

beginning during the term of this agreement, and will submit the budget to the

Owner at least thirty (30) days before the beginning of that fiscal year. The

Owner will promptly inform the Manager of any changes incorporated in the

approved budget, and the Manager will keep the Owner informed of any

anticipated deviation from the receipts or disbursements in the approved budget.

Applicable Law

12. This contract shall be governed and construed in accordance with the laws of the

State of New Jersey.

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