THIS ADVISORY AGREEMENT (the "Agreement") is made and entered into
effective as of May 21, 2004, by and between Wellbrook Properties, Inc., a Georgia corporation (the
"Company"), and Cornerstone Capital Advisors Inc., a Georgia corporation (the
WHEREAS, the Company is filing with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-11 covering 2,000,000 shares of its common stock, par value $.01 per share (the "Shares"), to be
offered to the public; and
WHEREAS, the Company intends to qualify as a REIT (as defined below), and intends to continue to invest its funds in investments permitted
by the terms of the Registration Statement and Sections 856 through 860 of the Code (as defined below); and
WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities
available to the Advisor, and to have the Advisor 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; and
WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board of Directors of the Company,
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms will have the meanings hereinafter indicated:
Acquisition Expenses. Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either, in connection
with the selection and acquisition of any Property or the making of any Mortgage Loan, whether or not acquired or made, including, without limitation, legal fees and expenses, travel and
communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance.
Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person
(including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgage Loans or the purchase, development or construction of
Property by the Company, including, without limitation, real estate commissions, acquisition fees, finder's fees, selection fees, Development Fees, Construction Fees, nonrecurring management fees,
consulting fees, loan fees, points, or any other fees or commissions of a similar nature, however designated. Excluded will be Development Fees and Construction Fees paid to any Person not affiliated
with the Sponsor in connection with the actual development and construction of any Property.
Advisor. Cornerstone Capital Advisors Inc., a Georgia corporation, any successor Advisor to the Company, or any Person
to which Cornerstone Capital Advisors Inc. or any successor Advisor subcontracts substantially all of its functions.
Affiliate or Affiliated. As to any Person: (i) any Person directly or
indirectly controlling, controlled by or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling or holding, with power to vote, ten percent
(10%) or more of the outstanding voting securities of such other Person; (iii) any executive officer, director, general partner or trustee of such other Person; (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) any legal entity for which
such Person acts as an executive officer, director, general partner, or trustee.
Articles of Incorporation. The Articles of Incorporation of the Company, as the same are in effect and may be amended from
time to time.
Average Invested Assets. For a specified period, the average of the aggregate book value of the assets of the Company
invested, directly or indirectly, in equity interests in and loans secured by real estate, before reserves for depreciation or bad debts or other similar noncash reserves, computed by taking the
average of such values at the end of each month during such period.