MASTER SERVICES AGREEMENT (“MSA”)

FOR CONSULTANT SERVICES

THIS MASTER SERVICES AGREEMENT FOR CONSULTANT SERVICES (“MSA”), is effective February 1, 2008, and is by and between ___________________ (“Owner”), at ____________________________, and ________________________ (“Consultant”), at ____________________________.

RECITALS

A. Owner is engaged in the business of developing land in __________________. In the course of conducting that business, Owner regularly and customarily enters into contracts with consultants for consultant services.

B. Consultant is a firm or individual engaged in the business of providing consultant services.

C. From time to time and in the exercise of Owner’s sole discretion, Owner anticipates requesting that Consultant provide certain consultant services for a particular project.

D. Consultant wants Owner to consider it as a potential provider of consultant services when and as requested by Owner for a particular project.

E. To avoid negotiating separate contracts on each particular project, Owner and Consultant want to set forth their respective rights and obligations if Owner requests that Consultant perform consultant services for a particular project.

In consideration of the mutual covenants, stipulations and agreements, the parties hereby agree as follows:

DESCRIPTION AND STANDARD OF SERVICES

This MSA will govern the consultant services provided by Consultant to Owner for future projects under future written consultant work orders (“Work Orders”) issued by Owner and signed by Owner and Consultant. The form of Work Orders and their Exhibits will be substantially in the form set out in Attachment B to this MSA. For the purposes of this MSA, the term “Services” means the services required by a Work Order and all other necessary and incidental services necessary to perform the services in a Work Order in a manner satisfactory to Owner, and “Project” means that particular project referenced in a Work Order for which Services are required. The Services will include any services performed by Consultant on the Project before the date set forth on the Work Order. Owner will have the right to direct modifications of the Services to be performed under any Work Order, and Consultant will have the obligation to conform to such modifications; provided that (1) each such modification is directed or approved by Owner in writing, (2) the Services as modified are within the general scope of the Services described in this MSA, in the applicable Work Order or in other executed Work Orders between the parties, (3) performance of the Services as modified would not require Consultant to violate the Professional Standard referenced in Section 1.6 or the applicable laws, statutes, codes, ordinances, rules, regulations or lawful orders referenced in Section 1.7 and (4) in the event of such modification the compensation to be paid to Consultant and the schedule for performing the Services under the Work Order are subject to equitable adjustments as provided in this MSA and the Work Order.