Administrative Services Agreement (2003)Full Document 

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         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
to 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

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