DEVELOPMENT SERVICES AGREEMENT

THIS DEVELOPMENT SERVICES AGREEMENT (this "Agreement"), dated as of this________ day of __________, 2012 (the "Effective Date"), is made and entered into between [DEVELOPER], a [STATE] corporation ("Developer"), and [OWNER], a [STATE] [ENTITY TYPE] ("Owner").

RECITALS

A. Owner plans to acquire that certain real property in the County of [COUNTY], State of [STATE] as more particularly described on Exhibit A attached hereto (the "Property").

B. Owner desires to develop the Property for an approximately 80,000 square foot office/ warehouse /manufacturing facility for its Affiliate (defined below), [COMPANY], a [STATE] corporation (the “Project”).

C. Owner wishes to engage Developer to manage the planning, financing, and development for the Project as set forth in this Agreement, and Developer wishes to accept such engagement, upon all of the terms and subject to the conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Developer hereby covenant, stipulate, and agree as follows:

1 Engagement of Developer. Owner hereby engages Developer and authorizes Developer, subject to the terms and conditions hereof, to provide services relating to the management of the planning, financing, and development of the Project set forth in Exhibit B hereto (the “Services”). Developer hereby accepts such engagement and agrees to perform the Services. Developer shall cause the Services to be performed using reasonable skill and care, and shall use reasonable efforts to cause the Project to be completed in an efficient, orderly and economical manner, consistent with and subject to the terms and conditions of this Agreement. The Services do not include, and Developer shall have no responsibility for or authority over, control of cash inflows and outflows relating to the Project.

2. Certain Definitions.

“Affiliate” means, with respect to any Person (defined below), any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For purposes of this definition, the terms “control,” “controlling,” “controlled by” and “under common control with,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities or by contract.

“Hard Costs for Construction of the Project” shall mean all of the costs incurred in the construction of the Project, other than professional fees (including but not limited to legal, architectural and engineering), governmental, permit, and utility related fees, construction loan interest, and financing fees. Hard Costs for Construction of the Project include, but are not limited to, all sums and contractor fees paid to contractors in connection with the Project, any sums paid for materials, labor, equipment, and services furnished in connection with the Project, and other direct costs of construction in connection with the Project.