Wellbrook Properties, Inc. Sample Contracts

Wellbrook Properties, Inc. 2,000,000 shares of Common Stock SALES AGENCY AGREEMENT Date: , 2004
Sales Agency Agreement • November 2nd, 2004 • Wellbrook Properties, Inc. • Operators of apartment buildings • Georgia

Wellbrook Properties, Inc., a Georgia corporation ("the Company"), hereby confirms its respective agreements with ("Agent"), a broker-dealer registered with the Securities and Exchange Commission ("Commission") and a member of the National Association of Securities Dealers, Inc. ("NASD"), as follows:

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ADVISORY AGREEMENT
Advisory Agreement • November 2nd, 2004 • Wellbrook Properties, Inc. • Operators of apartment buildings

THIS ADVISORY AGREEMENT (the "Agreement") is made and entered into effective as of August 31, 2004, by and between Wellbrook Properties, Inc., a Georgia corporation (the "Company"), and Cornerstone Capital Advisors Inc., a Georgia corporation (the "Advisor").

FIRST AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • February 4th, 2005 • Wellbrook Properties, Inc. • Operators of apartment buildings

THIS FIRST AMENDMENT TO ADVISORY AGREEMENT (the "Amendment") is made and entered into effective as of January 24, 2005, by and between Wellbrook Properties, Inc., a Georgia corporation (the "Company"), and Cornerstone Capital Advisors Inc., a Georgia corporation (the "Advisor").

ESCROW AGREEMENT
Escrow Agreement • June 29th, 2004 • Wellbrook Properties, Inc. • Oregon

This agreement (the "Agreement") dated June 28, 2004 is among American Pacific Bank (the "Escrow Bank"), Wellbrook Properties Inc., a Georgia corporation (the "Company"), Transfer Online, Inc. (the "Transfer Agent") and Wellstone Securities LLC (the "Broker-Dealer Agent").

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