November 21, 2007
Exhibit 10.17
November
21, 2007
Desert
Capital REIT, Inc.
0000
Xxxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxx 00000
Attn.: Xxxx
Xxxxxxxx
Re: Advisory
Agreement dated July 15, 2004, between Desert Capital REIT, Inc., a Maryland
corporation (formerly known as Bull Street Real Estate Investment Trust, Inc.)
(the “Company”) and Xxxxxx Management Company, Ltd., a Nevada corporation (the
“Advisor”) (the “Advisory Agreement”)
Ladies
and Gentlemen:
Reference is hereby made to the
Advisory Agreement and specifically to Section 6.2.1 thereof. All
capitalized terms not otherwise defined herein shall have the same meanings as
set forth in the Advisory Agreement. Pursuant to Section 6.2.1 of the
Advisory Agreement, the Advisor is to be paid Incentive Management Compensation
on a quarterly basis based upon a percentage by which the Company’s Net Income
exceeds the Threshold Return.
The Advisor and the Company are
executing this letter agreement to evidence the Advisor’s and the Company’s
agreement that Consolidated Mortgage, LLC is being sold to an affiliate and
accordingly, the Advisor shall not receive the incremental amount of the
Incentive Management Compensation that is attributable to the gain on sale to be
realized by the Company in connection with the sale of Consolidated Mortgage,
LLC.
This
letter agreement shall be governed by the laws of the State of
Nevada. This letter agreement may be executed in one or more
counterparts each of which shall be deemed an original and all of which taken
together shall represent one and the same agreement. Delivery of an
executed signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
[Signature page immediately
follows.]
Sincerely,
XXXXXX
MANAGEMENT COMPANY, LTD.
By: /s/Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
President
ACCEPTED
AND AGREED TO
THIS 21st
DAY OF November 2007
DESERT
CAPITAL REIT, INC.
By:
/s/G. Xxxxxx Xxxxxx
G. Xxxxxx Xxxxxx
Chief
Financial Officer
