DEVELOPMENT MANAGEMENT AGREEMENT

This Development Management Agreement (the “Agreement”) is made

effective as of the day of _________________, 20_______ (the “Effective
Date”) by and between _______________________________________________ (the
“Company”) and DK Commercial Properties, LLC (the “Manager”).

Explanatory Statement

The Company owns certain land and properties in

_____________________________________________________________________________
_ where it intends to construct, develop and manage
____________________________________________________________ (the “Project”).
The Company requires general administration and construction management
services during the construction phase of the Project (the “Construction
Phase”). Manager is in the business of providing development,
administration and construction management services and desires to provide
those services to the Company in accordance with the terms and conditions
of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants of the

parties hereunder, the parties hereto agree as follows:

1. Services. The Company hereby engages Manager to provide

general administration and construction management services during the
Construction Phase (the “Services”). Manager shall perform the Services in a
prompt and efficient manner and shall have the responsibility for general
supervision and management of the Project during the Construction Phase
utilizing its reasonable discretion and judgment.

2. Compensation. In consideration for the Services, the Company

shall pay Manager a fee of ____________________________________ ($000,000)
payable as follows:

2.1. The Company shall pay Manager the sum of _____________

Dollars ($00,000) in monthly installments of __________________ Dollars
($0,000) per month, due and payable on the first day of each month in
arrears. Additionally, Manager shall be reimbursed for reasonable business
expenses incurred in connection with performing the Services, provided that
appropriate supporting documentation shall have been supplied and further
provided that any expenses in excess of _______________ Dollars ($0,000)
must have the prior approval of the Company.

2.2. The sum of ________________________________ Dollars

($00,000) shall be held by the Company as a contingency fee (the

1
“Contingency Fee”) and shall not be due and payable until the Construction
Phase has been substantially completed. To the extent that there are any
cost overruns in the Construction Phase (as measured by the construction
expenses described on the Financial Forecast attached hereto as Exhibit A),
the Company may apply an amount up to the Contingency Fee towards such
cost overruns. In the event that the Construction Phase is completed on
budget, the Contingency Fee shall be paid to Manager upon the substantial
completion of the Construction Phase.

2.3. In the event that the Construction Phase is completed below

budget, Manager shall be entitled to receive as an additional fee, that
amount equal to fifty percent (50%) of the savings realized by the Company
in the Construction Phase up to the amount of
________________________________ Dollars ($00,000).

3. Term. The term of this Agreement shall commence as of the

Effective Date and shall continue until the completion of the Construction
Phase.

4. Independent Contractor. In providing the Services, Manager

shall be deemed to be operating as an independent contractor and this
Agreement shall be so construed, interpreted and applied. It is understood
and agreed that all persons performing the Services pursuant to this
Agreement (other than employees of the Company) are employees or
independent contractors of Manager and in no event shall be considered
employees of the Company.

5. Independent Judgment. The Company acknowledges that it is

concerned only with obtaining the benefit of Manager’s expertise and
experience and the end results and products of Manager’s services, and is
not interested in, and will not, direct or supervise the day-to-day
performance of Manager or the details thereof. Manager shall be free to
work for others, provided that Manager satisfies its obligations hereunder.
Manager shall have the right to act as agent for the Company and shall have
the power to act on behalf of the Company and to bind the Company with
respect to contracts entered into during the Construction Phase.

6. Indemnification.

6.1. The Company shall indemnify and hold Manager and all of its
officers, agents, representatives and employees harmless from and against
any claims, actions, damages, losses and expenses (including reasonable
attorney’s fees) of any kind whatsoever arising out of or in connection with
the Project and the Services performed by Manager hereunder, except the
Company shall not be liable under this clause if the liability shall arise by
reason of the gross negligence or intentional misconduct of Manager. The

2
Company agrees that it will have Manager added as named insured on the
public liability policies by the Company contemplated to be managed and
developed hereunder.

6.2. Manager shall indemnify the Company and its officers, employees
and members from and against any claim against the foregoing, relating to
activities or actions of Manager (i) unrelated to the Project or (ii) related to
the Project and resulting from the gross negligence or intentional misconduct
of Manager.

7. Notice. Any notice required or permitted to be given under this

Agreement shall be sufficient if in writing and if sent, by certified or
registered mail or by facsimile transmission, to the parties at their respective
principal places of business.

8. Assignment. The rights and obligations of the parties under this

Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the parties hereto; provided, however, that the
rights and obligations of either party under this Agreement may not be
assigned without the express written consent of the other party.

9. Entire Agreement. This instrument contains the entire agreement

of the parties. It may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.

10. Invalidity. If any provision of this Agreement shall be or become

invalid or unenforceable, such invalidity or unenforceability shall not affect or
impair any other term or provision of this Agreement, and each provision of
this Agreement shall be enforced to the fullest extent permitted by law.

11. Governing Law. This Agreement shall be governed by, construed

and enforced in accordance with, the laws of the State of
_______________________.

IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the day and year first above written.

3
ATTEST: ________________________________________
(Company)

By:
(SEAL)

DK COMMERCIAL PROPERTIES, LLC

By:
(SEAL)