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:
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