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:

ARTICLE 1 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

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 Company.


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  respecting  the

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