ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 15, 2002,
is between WELLSTONE COMMUNITIES INC., a Georgia corporation (the "Company"),
and CORNERSTONE CAPITAL ADVISORS, INC., a Georgia corporation (the "Service
W I T N E S S E T H
WHEREAS, the Company desires to avail itself of the experience, sources
of information, advice, assistance and certain facilities available to the
Service Provider and to have the Service Provider undertake the duties and
responsibilities hereinafter set forth, on behalf of, and subject to the
supervision of, the Board of Directors of the Company all as provided herein;
WHEREAS, the Service Provider is willing to undertake to render such
services, subject to the supervision of the Board of Directors, on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
Definitions. As used in this Administrative Services Agreement (the
"Agreement"), the following terms have the definitions hereinafter indicated:
Service Provider. Cornerstone Capital Advisors, Inc., a Georgia
corporation, any successor Service Provider to the Company, or any person or
entity to which Cornerstone Capital Advisors, Inc. or any successor Service
Provider subcontracts substantially all of its functions.
Affiliate or Affiliated. As to any individual, corporation,
partnership, trust or other association, (i) any Person or entity directly or
indirectly; through one or more intermediaries controlling, controlled by, or
under common control with another person or entity; (ii) any Person or entity,
directly or indirectly owning or controlling ten percent (10%) or more of the
outstanding voting securities of another Person or entity; (iii) any officer,
director, partner, or trustee of such Person or entity; (iv) any Person ten
percent (10%) or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held, with power to vote, by such other Person;
and (v) if such other Person or entity is an officer, director, partner, or
trustee of a Person or entity, the Person or entity for which such Person or
entity acts in any such capacity.
Articles of Incorporation. The Articles of Incorporation of the
Company, as amended from time to time.
Board of Directors or Board. The persons holding such office, as of any
particular time, under the Articles of Incorporation of the Company, whether
they be the Directors named therein or additional or successor Directors.
Bylaws. The bylaws of the Company, as the same are in effect from time
Cause. With respect to the termination of this Agreement, fraud,
criminal conduct, willful misconduct or willful or negligent breach of fiduciary
duty by the Service Provider or breach of this Agreement.
Company. Wellstone Communities Inc., a corporation organized under the
laws of the State of Georgia.
Director. A member of the Board of Directors of the Company.
Good Reason. With respect to the termination of this Agreement, (i) any
failure to obtain a satisfactory agreement from any successor to the Company to
assume and agree to perform the Company's obligations under this Agreement; or
(ii) any material breach of this Agreement of any nature whatsoever by the
Independent Director. With respect to a matter to be considered by the
Board, a Director who, with respect to a director's conflicting interest
transaction, any Director who does not have either (1) a conflicting interest