REAL ESTATE INVESTMENT ADVISORY AGREEMENT

EXHIBIT 10.2

REAL ESTATE INVESTMENT ADVISORY AGREEMENT

Xxxxxxx Associates Real Estate Counsel, Inc. currently has a contractual service agreement with Xxxxx Bank, N.A. which is in effect and expires June 30, 2006 (the “Prior Agreement”).

This Real Estate Investment Advisory Agreement (“Agreement”) by and between Xxxxxxx Associates Real Estate Counsel, Inc. (“Xxxxxxx”) and Xxxxx Bank N.A. (“Xxxxx”) is effective July 15, 2002. This Agreement supersedes and replaces the Prior Agreement. The Prior Agreement shall govern the compensation and indemnification of Xxxxxxx for periods prior to July 15, 2002.

WITNESSETH:

WHEREAS, Xxxxx is the trustee of the Xxxxx Bank N.A. Multi-Employer Property Trust (“Trust”) established and administered under the Amended and Restated Declaration of Trust dated October 6, 1996 (“Trust Agreement”);

WHEREAS, the Trust is a common trust fund for the collective investment in real estate-related investments (“Real Estate Investments”) of assets of retirement, pension or similar plans (“Participating Plans”); and

WHEREAS, Xxxxx has determined that it is in the best interest of the Trust to engage Xxxxxxx to provide the services set forth in this Agreement with respect to the acquisition, management and disposition by the Trust of interests in real property.

NOW THEREFORE, the parties hereto hereby agree as follows:


1.		Appointment: Xxxxx hereby appoints Xxxxxxx as an investment advisor to Xxxxx with respect to the Trust and the Real Estate Investments.
2.		Services:


(a)		Xxxxxxx shall advise Xxxxx with respect to real estate and real estate-related investments now in the Trust and which Xxxxx may wish in the future to make on behalf of the Trust.
(b)		Xxxxx and Xxxxxxx shall prepare, on an annual basis, a business plan addressing Xxxxxxx’x goals and objectives with respect to the Trust for the coming year. The plan shall be prepared and submitted to Xxxxx no later than the 15th of November of the preceding year. In addition, Xxxxxxx shall prepare and submit to Xxxxx valuation, financial and such other information as is set forth in Appendix III, as amended from time to time by mutual agreement of the parties.
(c)		Xxxxxxx shall, from time to time, present to Xxxxx for its consideration Real Estate Investments which, based upon Xxxxxxx’x preliminary investigation, are determined by Xxxxxxx in good faith to meet the requirements of and to present an appropriate investment opportunity for the Trust. In reviewing potential properties, Xxxxxxx shall consider whether (i) the potential investment would generate any unrelated business taxable income (“UBTI”) that would either cause any title holding corporation(s) to lose its/their federal or state tax exempt status or would have to be recognized or realized by the Trust itself (as sole shareholder of


		the title holding corporations(s)), and (ii) whether any other contemplated activities might adversely affect the tax exempt status of the title holding corporation(s).
(d)		On receipt of an executed Letter of Intent for a potential Real Estate Investment, Xxxxxxx shall prepare an Investment Brief for presentation to the Trust Real Estate Investment Committee (or comparable committee within the Trust Department of Xxxxx, which is established by Xxxxx) (collective “TREIC”). The Investment Brief shall include sufficient information (project description, market analysis, risk/return considerations, financial analyses, transaction structure, etc.) for TREIC’s consideration of the investment merit. Subject to Xxxxx’ approval through TREIC, Xxxxxxx shall complete all appropriate and necessary due diligence services, negotiations and transaction documentation to effect the acquisition.
(e)		On completion of negotiations and documentation, Xxxxxxx shall present a recommendation to Xxxxx inclusive of a description of any material changes to the transaction since submittal of the Investment Brief. Upon Xxxxx’ approval of the recommendation, Xxxxxxx shall cause the investment transaction to be consummated.
(f)		Xxxxxxx shall maintain appropriate records of the Real Estate Investments and of Xxxxxxx’x activities under this Agreement, which records shall be open to inspection by Xxxxx or its authorized representatives at Xxxxxxx’x office during normal business hours. Xxxxxxx shall also prepare such


		periodic reports of its activities and the Real Estate Investments as Xxxxx may reasonably request.
(g)		Xxxxxxx shall recommend to Xxxxx, subject to Xxxxx’ approval, appraisers, insurance agents and attorneys whose services are necessary or appropriate to the acquisition, ownership, development, operation and disposition of one or more of the Real Estate Investments, and Xxxxx shall cause the Trust to pay such persons or entities under the terms of the agreements entered into by Xxxxxxx with such persons or entities in the name of the Trust. Xxxxxxx shall select and employ on behalf of the Trust agents, accountants, mortgage originators or servicers, lenders, technical advisors, brokers, leasing agents, underwriters, escrow agents, custodians, agents for collection, insurance agents, architects, engineers, construction consultants and managers, construction contractors and others whose services are necessary or appropriate to the acquisition, ownership, development, operation and disposition of one or more of the Real Estate Investments. Xxxxx shall cause the Trust to pay, as directed by Xxxxxxx, such persons or entities under the terms of the agreements entered into by Xxxxxxx with such persons or entities in the name of the Trust.
(h)		With respect to the disposition of Real Estate Investments, Xxxxxxx shall provide such services and make such recommendations, as Xxxxx shall reasonably request.
(i)		Xxxxxxx shall cooperate with and support Xxxxx in its efforts to market the Trust to existing and prospective Participating Plans.


(j)		Xxxxxxx shall provide usual and customary commercial real estate asset management services in respect of the properties held by the Trust as Real Estate Investments, including, among other services, the leasing and re-negotiation of leases on the properties, the retention of Property Management firms, and such other usual and customary real estate asset management services as are normally provided by Xxxxxxx in respect of real estate portfolios similar to the Trust. Xxxxxxx shall provide such asset management services in respect of all Real Estate Investments in the Trust, including both new Real Estate Investments built or acquired by the Trust and “stabilized” Real Estate Investments that have been previously leased out.
(k)		Xxxxxxx shall provide other similar services within its area of expertise which Xxxxx may reasonably request from time to time relating to the Trust, but this shall not include property management services which, if provided, shall be separately compensated.


3.		Furnishing Information to Xxxxxxx: Xxxxx shall keep Xxxxxxx informed with regard to the Real Estate Investments owned by the Trust, and the funds available or expected to be available for investment by the Trust. In addition, Xxxxx shall provide Xxxxxxx with a current list of all Participating Plans in the Trust. Upon request, Xxxxx will provide Xxxxxxx any additional information as necessary and appropriate for the purpose of Xxxxxxx performing their functions.
4.		Policy Board and Informational Material: Xxxxx shall maintain a Policy Board for the Trust. The Policy Board shall have up to six members and such duties and


		responsibilities as determined by Xxxxx. For so long as this Agreement is in effect, two members of the Policy Board may be nominated by Xxxxxxx. Each of the members of the Board shall be appointed by Xxxxx and shall serve until he resigns or is replaced by Xxxxx. Neither the appointment nor service by the Policy Board shall diminish Xxxxx’ exclusive control over and authority to manage the Trust. All informational material distributed by Xxxxx with respect to the Trust shall list the members of the Policy Board and identify any members who are employees of Xxxxxxx to be such. In addition, all such informational material shall clearly disclose that Xxxxxxx is the investment advisor to Xxxxx with respect to the Trust and the Real Estate Investments and that Xxxxx is the Trustee.
5.		Custody of assets: Xxxxxxx shall not have authority to retain possession of any assets of the Trust or any instruments (excepting duplicate originals thereof) evidencing the ownership of investments of the Trust. All assets of the Trust and all instruments evidencing the ownership of investments of the Trust and originals of all documents which are necessary for Xxxxx to exercise their rights or remedies with respect to the assets of the Trust, including, but not limited to, all notes, mortgages, deeds, leases, certificates, title policies, assignments, legal opinions, bills of sale and indemnities, shall be held by Xxxxx, which shall be responsible for all custodial arrangements with respect thereto. All payments, distributions, and other transactions in cash or securities, whether with respect to the Trust or the assets thereof (including, without limitation, any rents or mortgage payments or receipts) shall be made directly to or from Xxxxx. Xxxxx is obligated to maintain the records required of MEPT. Xxxxx represents that it is


		currently a “qualified professional asset manager” (“QPAM”) as that term is defined in Prohibited Transaction Exemption 84-14 and that it will notify Xxxxxxx as soon as practicable if it ceases to qualify as a QPAM.
6.		Compliance with Laws, Regulations, Codes, Etcetera: Xxxxxxx shall perform its duties and responsibilities under this Agreement in accordance with, and will be limited in the exercise of its rights by, the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and all other applicable federal, state and local laws, ordinances, codes or regulations applicable to its duties and responsibilities, including without limitation identifying the appropriate required permits, certificates, approvals and inspections. If a charge of noncompliance with respect to any such laws, regulations or ordinances is brought against Xxxxxxx, it shall promptly notify Xxxxx of such charge in writing.
7.		Confidentiality: Xxxxxxx and Xxxxx each agree that any information provided it or its employees by the other party or by persons acting for or on behalf of the other party concerning such other party or the Trust and which is not public information shall be treated as proprietary and confidential by the recipient and its employees. Such information shall not be divulged to any party except as described in the next sentence or used for any purpose other than for the management and administration of the Trust or the performances required by this Agreement. Each party and its employees may, in good faith, divulge factual information of the type described in this paragraph to regulatory authorities and the Participating Plans.. Xxxxxxx shall keep Xxxxx informed on a current basis, of information being communicated and divulged to any Participating Plan, without


		regard to whether such information is proprietary and confidential as described in this subsection. The provisions of this subsection regarding confidentiality shall survive the termination or expiration of this Agreement.
8.		Solicitation of Xxxxx’ Removal as Trustee: During the term of this Agreement, Xxxxxxx shall not (a) request, encourage or solicit any Participating Plan to vote for or support the removal of Xxxxx as the Trustee of the Trust, or the replacement of Xxxxx by another trustee, or (b) request, encourage or solicit any Participating Plan to withdraw from the Trust; unless Xxxxxxx in good faith reasonably believes that applicable law or fiduciary obligations requires it to do so; provided, however, that, other than a solicitation as described in items (a) or (b) above, nothing herein shall preclude Xxxxxxx from communicating any information or concerns to Participating Plans or potential Participating Plans relating to the Trust that Xxxxxxx reasonably and in good faith believes is required or appropriate to be disclosed to Participating Plans or potential Participating Plans by applicable law, the terms of the Declaration, or that is material or important information that is required or appropriate to be disclosed to an investor in the Trust under principles of good faith and fair dealing with investors, and no such communications shall be deemed to violate this Section 8.
9.		Compensation: Xxxxx shall solely be responsible for establishing the formula for calculating the fees Xxxxx charges to the Trust Participants and may change those fees at any time. As of the effective date of this Agreement, the fees established by Xxxxx were those shown in Appendix I to this Agreement. The provisions for compensating Xxxxxxx under this Agreement are set forth in Appendix II to this


		Agreement. If Xxxxx, in good faith and after consultation with Xxxxxxx, determines that it should change the formula used for calculating the fees it charges to the Trust Participants, Xxxxxxx’x compensation under this Agreement shall be changed proportionately on a prospective basis only.
10.		Expenses of Xxxxxxx: Xxxxxxx shall bear all of its internal costs and expenses in connection with the performance of its services hereunder, including, but not limited to: employees’ salaries; travel; lodging while in a travel status; office overhead (including long distance telephone charges); insurance (other than insurance of Real Estate Investments); taxes levied on Xxxxxxx and its operations and income; and legal, accounting and other professional fees associated with Xxxxxxx internal affairs (but not fees of such professionals incurred directly with respect to a particular Real Estate Investment, whether or not such Real Estate Investment is in fact acquired by the Trust). The intent of this paragraph is that Xxxxxxx shall be compensated solely by its fee.
11.		Other Business of Xxxxxxx: Nothing in this Agreement shall be construed to restrict the right of Xxxxxxx or its affiliates to act and continue to act as investment managers or advisors for other clients, nor shall this Agreement be deemed to restrict in any way the freedom of Xxxxxxx or its affiliates to conduct any other business venture of any nature or to make investments for its investment account or the investment accounts of any other person or entity.
12.		Liability and Indemnification: Xxxxxxx, its officers and its employees will not be liable to Xxxxx (whether on a tort, breach of contract or other theory) for investment advice or acts or omissions under or pursuant to this Agreement or for


		the acts or omissions of Xxxxx in the management of the Trust, and Xxxxx shall indemnify and save harmless Xxxxxxx, its officers and employees from and against any and all claims asserted against them arising from any such investment advice, acts or omissions, including all attorney’s fees and other expenses reasonably incurred in the defense of any such claim unless (a) such act or omission for which exculpation or indemnification is sought constituted a breach of this Agreement, bad faith, willful misfeasance, negligence or reckless disregard by Xxxxxxx of its duties in the performance of services under this Agreement, or (b) with respect to any such act or omission for which exculpation or indemnification was sought, Xxxxxxx is a fiduciary to the Trust or a Participating Plan under ERISA and such act or omission was a violation of the duties imposed upon Xxxxxxx as a fiduciary under ERISA (except to the extent that liability arises derivatively from the acts or omissions of Xxxxx) or a violation of any other federal or state law applicable to Xxxxxxx. Xxxxxxx shall indemnify and save harmless Xxxxx from and against any and all claims, including all attorneys’ fees and other expenses reasonably incurred in the defense of any claim, asserted against Xxxxx by reason of any act or omission of Xxxxxxx that (a) constituted a breach of this Agreement, bad faith, willful misfeasance, negligence or reckless disregard of its duties in the performance of services under this Agreement; or (b) constituted a violation of the duties imposed upon Xxxxxxx as a fiduciary under ERISA (except to the extent that liability arises derivatively from the acts or omissions of Xxxxx) or a violation of any other federal or state law applicable to


		Xxxxxxx. The provisions of this paragraph shall survive a termination or expiration of this Agreement.
13.		Assignment: This Agreement shall not be assignable by Xxxxx or Xxxxxxx without the written consent of either party, provided that no consent shall be necessary in the case of a merger, acquisition or reorganization. Xxxxxxx warrants that, in the event of an acquisition, merger or reorganization of Xxxxxxx, there will be no material changes to the nature or quality of the services provided by Xxxxxxx to Xxxxx and that continuity and quality of services provided by Xxxxxxx to the Trust will be preserved either by retaining senior personnel in place as of the effective date of this Agreement or replacing them with a sufficient number of individuals with comparable skill and experience in relevant disciplines. To the extent permitted by law, the assigning party shall provide notice to the other not less than sixty (60) days in advance of such assignment, or such shorter period of notice as the parties may agree upon; except that Xxxxx shall provide only that notice that it is permitted to provide under any contractual commitments relating to the transaction resulting in the assignment.
14.		Acknowledgments, Representations and Warranties of Xxxxxxx: With the understanding that Xxxxx intends to rely on these representations, Xxxxxxx represents and agrees that:


(a)		In providing the services described in this Agreement, Xxxxxxx shall exercise the degree of care consistent with that of qualified professional investment advisers in relating to the same or similar kinds of investments and shall conduct itself in a manner consistent with the fiduciary


		responsibility requirements of ERISA, with respect to an investment adviser who, under ERISA, is a fiduciary with respect to the Trust.
(b)		Xxxxxxx is a registered investment adviser under the Investment Advisers Act of 1940, and will maintain its registered status under that Act unless firms engaged in providing real estate investment advice are no longer permitted to be a registered investment adviser under that Act. Xxxxxxx is in compliance in all material respects, and will continue to be in compliance in all material respects during the entire term of this Agreement, with the applicable provisions of that Act. Xxxxxxx will provide Xxxxx with a current and valid copy of Part II of Xxxxxxx’x Form ADV during the entire term of this Agreement. Xxxxxxx has also complied with and will comply with during the entire term of this Agreement, all applicable regulations, registrations, filings, approvals, authorizations, consents or examinations required by the United States Securities and Exchange Commission, the United States Department of Labor or any other governmental authority having jurisdiction over its activities or the acts contemplated by this Agreement.
(c)		The personnel of Xxxxxxx who will be responsible for carrying out this Agreement are individuals experienced in the making of real estate investments of the nature contemplated by this Agreement and are also experienced in the performance of the various functions contemplated by this Agreement.


(d)		Xxxxxxx shall promptly notify Xxxxx in the event of any change in control of Xxxxxxx or if Xxxxxxx or any affiliate of Xxxxxxx is the subject of proceedings properly commenced under any chapter of the Bankruptcy Act, is the subject of liquidation or insolvency proceedings properly commenced by a regulatory agency with jurisdiction to liquidate the business and affairs of a party; is adjudged insolvent in any proceeding commenced in any court of competent jurisdiction for the appointment of a receiver, liquidator or trustee; makes a general assignment for the benefit of creditors; or admits in writing its inability to pay its debts as they come due.
(e)		Xxxxxxx has procured and shall maintain at all times during the term of this Agreement, if commercially available to investment advisors, errors and omission/professional liability insurance or fiduciary insurance which specifically includes coverage for the Trust’s plan assets in the amount of $5,000,000 per occurrence and $5,000,000 in the aggregate. Xxxxxxx shall furnish to Xxxxx on an annual basis certificate(s) of insurance along with a letter setting forth (i) the amount(s) of coverage, (ii) policy number(s), (iii) expiration date(s), (iv) retention, and (v) carrier name(s). Furthermore, Xxxxxxx shall extend a good faith effort in providing prior written notice to Xxxxx of any termination or reduction in the amount or scope of coverage. Xxxxxxx shall notify Xxxxx immediately of any claim made under said errors and omission/professional liability insurance or fiduciary liability insurance and any payment of proceeds. Maintenance


		of such insurance shall not release Xxxxxxx from any obligations or liabilities under this Agreement.
(f)		Xxxxxxx should promptly notify Xxxxx in the event that any of the foregoing acknowledgments, representations, warranties or agreements shall no longer be true.


15.		Representations of Xxxxx: With the understanding that Xxxxxxx intends to rely upon these representations, Xxxxx represents, warrants and agrees that: (i) it is the Trustee of the Trust; (ii) Xxxxxxx has been duly appointed by Xxxxx to provide investment advice to Xxxxx in connection with its duties as Trustee of the Trust; and (iii) Xxxxx has delivered a true and correct copy of the Trust Agreement and any amendments thereto as may be adopted from time to time to Xxxxxxx for convenience of reference, but the rights, powers and duties of Xxxxxxx shall be governed solely by the terms of this Agreement without reference to the terms of the Trust Agreement.
16.		Construction:


(a)		This Agreement (including the exhibits, other addenda, if any, and documents incorporated by reference, if any) constitutes the entire Agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement. Except as expressly


		provided herein, this Agreement may be modified only if such modifications are in writing and signed by the parties hereto.
(b)		If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the rights of the parties hereto. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.
(c)		Any reference to a section of ERISA, the Internal Revenue Code or other laws shall be deemed to include a reference to any amendment thereof and any successor provisions thereto as well as any regulations or administrative pronouncements thereunder.
(d)		This Agreement shall be administered, construed and enforced in accordance with the laws of the District of Columbia as if the Agreement were executed and performed entirely therein (without giving effects to principles of conflicts of law) to the extent such laws have not been preempted by ERISA or other applicable Federal law.
(e)		This Agreement may be executed in any manner of separate counterparts, each of which shall together be deemed an original, but the several


		counterparts shall together constitute but one and the same Agreement of the parties hereto.


17.		Relationship of Parties: The relationship between the parties created by this Agreement is that of independent contractors, and not partners, joint venturers or agents. Nothing in this Agreement shall be construed as obligating the Trust to receive services from Xxxxxxx to pay the fees or other sums due Xxxxxxx or otherwise render performance due to Xxxxxxx and Xxxxxxx confirms that it will look solely to Xxxxx, and not the assets of the Trust, for the payment of sums due it under this Agreement.
18.		Notice: Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall, unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, be given by being mailed by certified mail to the following parties at the addresses indicated:

Xxxxx Bank, N.A

808 — 17th Street, 12th Floor

Washington, D.C. 20006

Attention: Xxxxx X. Xxxxxx, Xx.

The Legal Department — Attn: Xxx Xxxxxx

Xxxxxxx Associates Real Estate Counsel, Inc.

2400 Financial Center

0000 0xx Xxxxxx

Xxxxxxx, Xxxxxxxxxx 00000

Attention: Xxx X. Xxxxxx


		Any party may at any time give notice to the other that it wishes to change its address for purposes of this paragraph.


19.		Termination:


(a)		Except as provided in section 19(b), the term of this Agreement shall commence on July 15, 2002, and shall continue until June 30, 2012, (the “Initial Term”) as such may be extended as provided in this section 19(a). The term of this Agreement shall be automatically extended on June 30, 2012 and on each two-year anniversary of June 30, 2012 for two (2) additional years (to June 30 of the year two years after such renewal date). The Initial Term as so extended is referred to herein as the Extended Term.
(b)		Prior to the expiration of this Agreement or any renewal term:


(i)		Either party may elect to terminate if the other is the subject of proceedings properly commenced under any chapter of the Bankruptcy Act; is the subject of liquidation or insolvency proceedings properly commenced by a regulatory agency with jurisdiction to liquidate the business and affairs of a party; is adjudged insolvent in any proceeding commenced in any court of a competent jurisdiction for the appointment of a receiver, liquidator or trustee; makes a general assignment for the benefit of creditors; or admits in writing its inability to pay its debts as they come due.
(ii)		Either party may terminate if the other materially breaches this Agreement or commits, or has committed prior to the effective date of this Agreement, an act or omission in the performances contemplated by this Agreement (or the Prior Agreement between


		the parties) constituting bad faith, willful misfeasance, negligence or reckless disregard of duties or responsibilities and such breach or act or omission is not cured within that period of thirty (30) days next following the date on which written notice specifying such breach or act or omission is delivered to the breaching party. Material breaches for purposes of this section 19 shall include, but not be limited to, material violations by Xxxxxxx of Section 8 hereof and material failure by Xxxxxxx to comply with Section 2 hereof.
(iii)		This Agreement shall terminate (A) on liquidation of MEPT if the Trust is terminated pursuant to Section 8.3 of the Trust Agreement, or (B) on Xxxxx’ removal, resignation or otherwise ceasing to act as the trustee of the Trust but this Agreement shall not terminate if (x) Xxxxx ceases to be a Trustee because it is acquired and the acquirer becomes Trustee of the Trust, or (y) a successor Trustee is appointed which is or will become an affiliate of Xxxxx or any successor to Xxxxx becomes the Trustee of the Trust by merger, acquisition or reorganization of Xxxxx or by sale of Xxxxx’ trust business in whole or in part.
(iv)		Either party may terminate if the Trust is the subject of any action by any regulatory authority (including without limitation the Office of Comptroller of Currency, the Internal Revenue Service and the


		Department of Labor) which results in conditions under which the operation of the Trust is not feasible.
(v)		Xxxxx may terminate this Agreement without cause in the event that Participating Plans representing 60% of the Units of the Trust notify within a 30-day period Xxxxx and Xxxxxxx in writing, referencing this Section 19(b)(v), that they wish to terminate Xxxxxxx’x services under this Agreement.


(c)		A party electing to terminate this Agreement pursuant to subsection (b) of this paragraph shall exercise such election by written notice given in the manner described in Section 18.
(d)		Upon termination or expiration, Xxxxxxx will promptly honor all instructions received from Xxxxx. Xxxxxxx shall provide to Xxxxx a final overall report and shall deliver to Xxxxx any and all original documents pertaining to Real Estate Investments then in its possession and, as requested by Xxxxx, copies of other books and records relating to the Trust and the Real Estate Investments that are not already in the possession of Xxxxx.
(e)		Upon termination, fees of Xxxxxxx shall be prorated to the date of termination.

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


Attest: /s/ Xxxxxxx X. Xxxxxxxx		XXXXX BANK N.A.

Dated: May 24, 2002		BY: /s/ Xxxxx X. Xxxxxx, Xx.

		ITS: Executive Vice President

Attest: /s/ Xxxxxxxx Xxxx		XXXXXXX ASSOCIATES REAL ESTATE COUNSEL, INC.

Dated: 5/24/02		BY: /s/ Xxx X. Xxxxxx

		ITS: President

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REAL ESTATE INVESTMENT ADVISORY AGREEMENT

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