Provisional Workout Agreement - CHINA YIDA HOLDING, CO. - 10-18-1999 by CNDH-Agreements

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									Exhibit 10.03 PROVISIONAL WORKOUT AGREEMENT DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT PROJECT NO. 934-94W4 EFFECTIVE DATE January 1. 1994 PROJECT MAKE Spring Village Apts. EXPIRATION DATE Dec. 31, 2W2 LOCATION 601 Poplar Street, Sharon Hill, PA PROVISIONAL WORKOUT ARRANGEMENT The undersigned mortgagor hereby expressly acknowledges that the mortgage (Deed of Trust) and note secured by the above project is in default. To afford an opportunity to effect reinstatement, the mortgagor requests the Secretary, Department of Housing and Urban Development, to hold the defaulted note and mortgage on the subject project under the terms and conditions stated herein: 1. Possession. The mortgagor acknowledges that the default entitles HUD to assume possession of the encumbered premises, but that possession has not been demanded. As an inducement f or HUD approval of this Arrangement, the mortgagor agrees that it will not oppose or interfere in any way should HUD demand possession by reason of subsequent default under the terms of this arrangement. 2. Junior Obligations The mortgagor agrees that project revenues will not be used to repay either interest or principal f or any project obligation (other than reasonable and necessary operating expenses) that is junior to the Secretary's lien. 3. Payment Provision. a. Beginning January 1. 1994 and continuing through December 31, 1994 the mortgagor will remit by the first of the month a minimum payment sufficient to pay through 87 percent of interest. This payment is currently $24,000.00 per month. The payment shall be increased annually as follows:
% of Accruing Interest 91% 97% 101% 103% 110% 114% 120% 123%

Monthly 1995 1996 1997 1998 1999 2000 2001 2002 25,000 26,750 27,750 28,500 30,500 31,500 33,000 34,000

Year 300,000 321,000 333,000 342,000 366,000 378,000 396,000 408,000

93101802.44

-2On January 1, 2003 the mortgage shall be recast and the mortgage payment set to amortize the then existing balance over the remaining term (239 months). b. Past delinquency, if any, in the Reserve f or Replacement is hereby forgiven. Payments into the Reserve for Replacement for the duration of this workout period are hereby waived. c. Any funds over $25,000.00 (approximately one month's principal and interest) remaining in the operating account each month after payment of project operating expenses will be remitted in addition to the minimum monthly payment. Mortgagor shall establish an escrow account to assure timely payment of insurance and heating bills as they come due. d. A four percent late charge may be assessed against payments not received by the fifteenth of the month. e. At no time will the owner permit any delinquency to accrue in either the service charge due HUD or tax escrow as billed by HUD each month. f. Mortgagor remitted all of the net operating income to HUD. No additional late charges other than those assessed pursuant to paragraph 3(d) will be charged for the duration of this workout period. 4. Lump Sum Payments. The mortgagor made the following lump sum payments, to be applied to mortgage delinquencies, an the dates indicated: The mortgagor invested over $750, 000. 00 in renovations to the property over the past five years substantially improving the property. Since the default, the mortgagor remitted $41, 269. 77 on June 1, 1992, $44, 000. 00 on July 1, 1992, $136, 000. 00 on August 1, 1992, and the net operating income of the project monthly thereafter. From January 1, 1992 through June 30, 1993 a total of $315,250.00 was remitted. The mortgagor requests that contributions made in prior years be applied to the 15% contribution. The net income from the property has not covered the principal and interest since inception. The following contributions were made for capital improvements and to pay interest and principal on the mortgage: 93101802.44

-31989 1990 1991 $316,000 100,000 105,500 -------$521,500

We are not in a position to make an additional capital contribution, however, we should be able to cover any future shortfall if the project cannot meet the minimum interest payments as shown on the Projected Statement of Operations. 5. Repairs. The mortgagor has on deposit with HUD $41,679.51 in the reserve for replacement escrow. The mortgagor shall place in escrow, in a separate repair f und, an additional $9, 000. 00. All disbursements from these funds may be made only with prior written approval of HUD. All of the repairs previously agreed to with HUD were completed. Additional major repairs are not anticipated beyond October 1, 1993 and during the term of this agreement. 6. Mortgage Modification. a. If the mortgagor has f ully complied with the terms of this Arrangement and HUD has determined that it is financially feasible, as of January 1, 2003 HUD agrees to recast the then existing mortgage and accrued interest at 10 1/2% percent interest amortized over the remaining term of the mortgage (11- 30-22). b. The mortgagor agrees to modify the note and mortgage to insert a call provision. The call provision gives the mortgagee the option to declare the entire indebtedness due and payable at or after (ten years) (the longer of ten years or the remaining term of the Section 8 contract) from the date of the modification. 7. Equity Kicker. Mortgagor agrees to pay to HUD f if teen percent of the gross sales price minus the mortgage balance upon a sale or conversion; or fifteen percent of the gross proceeds from a refinancing. 8. Accounting Reports. During the term of this Arrangement, the mortgagor shall submit Monthly Reports f or Establishing Net Income (Forms HUD-93479, 93480, and 93481). The f irst report shall be f or the month of January, 1994. The original reports are to be mailed to the HUD office in Philadelphia. Previously all reports were mailed to HUD c/o Erwin and Associates. 93101802.44

-49. Distributions. The mortgagor agrees not to take any distributions while the mortgage is being held in default under the terms of this arrangement and of the original Note, Mortgage and Regulatory Agreement. 10. Cancellation Clause. This Arrangement in on a month-to-month basis. The Secretary agrees to take no action because of the existing monetary default, provided that the mortgagor remits the required minimum monthly payment and satisfactorily performs the other requirements of this Arrangement. Failure of the mortgagor to meet the terms of this Arrangement will be sufficient cause for the Secretary to immediately terminate this Arrangement and to commence foreclosure action. Failure of the mortgagor to meet the terms of the Arrangement is also grounds for the Department to consider taking administrative sanctions against the mortgagor including, but not limited to, suspension or debarment from participation in HUD programs. 11. Criminal Sanctions for Misuse of Prolect Funds. The mortgagor acknowledges that the use of project funds derived from the project covered by this Arrangement for any purpose other than to meet actual and necessary project expenses may be a criminal offense punishable by a fine of not more than $5,000 and imprisonment of not more than three (3) years or both. APPROVED BY: MORTGAGOR: Harry J. Santoro, President S.V.G. Properties, L.P. ASSISTANT SECRETARY FOR HOUSING-FEDERAL HOUSING COMMISSIONER BY: DATE: 93101802.44

S.V.G. PROPERTIES, L.P. Projected Statements of Operations Nine-Year Workout
1994 Revenue Gross rent potential Less: Vacancy Net rental income Other Income Interest Tenant fees Laundry Income Total Other Income Total Revenues Operating Expenses Administrative Utilities Maintenance Taxes and insurance Total Operating Exp. Net Operating Income Financial and Other Expenses Minimum interest pymt. Mortgage insurance Capital improvements Net Cash $760,000 -38,000 -------722,000 1995 $783,000 -39,000 -------744,000 1996 $810,500 - 40,500 -------770,000 1997 $839,000 - 42,000 -------797,000 1998 $869,000 - 43,500 -------825,500 1999 $900,000 - 45,000 -------855,000

1,500 6,000 7,400 -------14,900 736,900

1,500 6,000 7,400 -------14,900 758,900

1,600 6,200 7,700 -------15,500 785,500

1,700 6,400 7,900 -------16,000 8l3,000

1,800 6,600 8,100 -------16,500 842,000

1,900 6,800 8,400 -------17,100 872,100

84,000 102,500 91,000 126,000 -------403,500 333,400

86,500 105,600 94,000 130,000 -------416,100 342,800

89,000 108,000 97,000 134,000 -------428,000 357,500

91,700 111,300 99,900 138,000 -------440,900 359,600

94,500 114,600 103,000 141,200 -------453,300 388,700

97,300 ll8,000 106,000 146,500 -------467,800 404,300

288,000 15,600 30,000 --------200

300,000 15,600 24,000 --------3,200

321,000 15,600 18,000 -------2,900

333,000 15,600 18,000 -------9,200

342,000 15,600 18,000 -------13,100

366,000 15,600 18,000 -------4,700

Mortgage Amortization Beginning balance 3,462,000 Accrued interest Minimum payment Ending balance 331,260 288,000 3505260 331,260 300,000 3536520 331,260 321,000 3543880 331,260 333,000 3532940 331,260 342,000 3509100 331,260 366,000 3469660

* Net cash used to pay accrued interest at year end. 93101803.44

S.V.G. PROPERTIES, L.P. Projected Statements of Operations Nine-Year Workout
2000 Revenue Gross rent potential Less: Vacancy Net rental income Other Income Interest Tenant fees Laundry Income Total Other Income Total Revenues Operating Expenses Administrative Utilities Maintenance Taxes and insurance Total Operating Expenses Net Operating Income Financial and Other Expenses Minimum interest payment Mortgage insurance Capital improvements Net Cash Mortgage Amortization Beginning balance Accrued interest Minimum payment Ending balance 100,300 121,500 109,000 151,000 -------481,800 419,300 103,300 125,100 112,300 155,500 -------496,200 431,700 106,400 128,900 115,700 160,200 -------511,200 444,300 2001 2002

930,000 46,500 -------883,500

958,000 47,900 -------910,100

986,700 49,300 -------937,400

2,000 7,000 8,600 -------17,600 901,100

2,000 7,100 8,700 -------17,800 927,900

2,100 7,200 8,800 -------18,100 955,500

378,000 15,600 18,000 -------7,700

396,000 15,600 18,000 -------2,100

408,000 15,600 18,000 -------2,700

3,469,660 331,260 378,000 3,415,220

331,260 396,000 3,348,380

331,260 408,000 3,268,940

93101803.44

S.V.G. PROPERTIES, L.P.
Projected Statement of Income Year 2003 After Proposed Recasting Revenue Gross rent potential Less: vacancy Net rental income Other Income Interest Tenant fees Laundry income Total Other Income Total Revenues 983,900 Operating Expenses Administrative Utilities Maintenance Taxes and insurance Total Operating Expense Net Operating Income Financial and Other Expenses Interest expense Mortgage insurance Mortgage principal Reserve for replacements Capital improvements Total Financial and Other Expenses

$1,016,300 50,800 ----------965,500

2,200 7,300 8,900 ----------18,400

109,600 132,800 119,200 165,000 ----------526,600 457,300

340,800 16,400 51,300 16,400 18,000 ----------442,900

Net Cash Flow

$ 14,400 ===========

Mortgage balance 1-1-03 $3,268,940 due 11-30-22, amortized over remaining term of 239 months at the current interest rate of 10.5%. 93101804.44

EXHIBIT 10.04 STORAGE TANK AGREEMENT WITH RESOURCE PROPERTIES XXIII, INC. 11/20/96 AGREEMENT This Agreement (the "Agreement") is made this day of November, 1996 by and between RESOURCE PROPERTIES XXIII, INC., a Delaware corporation ("Resource") and SVG PROPERTIES, L.P., a New Jersey limited partnership ("SVG"). WHEREAS, SVG is the owner of property whose address is 601 Poplar Street, Sharon Hill, PA which is improved by an apartment building consisting of 125 units commonly known as Mill Springs Apartments (the land and building together are referred to herein as the "Property"); and WHEREAS, Resource is the holder of a mortgage note (the "Mortgage Note") on the Property in the original principal amount of $3,200,000; and WHEREAS, on October 23, 1987, SVG entered into a Regulatory Agreement for Multifamily Housing Projects Coinsured by HUD (the "Regulatory Agreement"); and WHEREAS, effective January 1, 1994, SVG entered into a Provisional Workout Agreement with the Department of Housing and Urban Development ("HUD"), a prior holder of the Note, whose rights thereunder have been assigned to Resource; and WHEREAS, the parties are both aware that there are underground oil storage tanks on the Property; and WHEREAS, SVG would like to borrow the money to remove the storage tanks and remediate any contaminated soil on the ternis and conditions set forth herein; and WHEREAS, Resource is willing to lend SVG the money to do so on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the premises recited above and the covenants and agreement, set forth below, intending to be legally bound, the parties hereto agree as follows: 1 . Removal and Remediation. Within five (5) days from the date hereof, SVG will solicit bids from qualified, licensed and bonded contractors for the removal of the underground storage tanks and remediation of any contaminated soil on the Property ("Removal and Remediation"). The Removal and Remediation shall be performed in strict accordance with the provisions of the Pennsylvania Storage Tank and Spill Prevention Act (the "Act") and the regulations promulgated by the Pennsylvania Department of Environmental Resources (the "Department") thereunder. If SVG is able to obtain bids with estimated Removal and Remediation costs of less than One Hundred Ten Thousand Dollars ($110,000) from qualified, licensed and bonded contractors, SVG shall enter into such contracts of Removal and Remediation provided Resource has approved all of the terms and.conditions, of such contracts.

SVG agrees to file an application for removal of the tanks with the Department if required under the Act within five (5) days after the receipt of an acceptable bid. SVG agrees to furnish Resource with a copy of all applications, reports, and correspondence relating to such Removal and Remediation within five (5) days after the receipt of filing of such documents. 2. Agreement to Lend. Resource shall lend the amounts up to the total amount required under the contracts for Removal and Remediation as such funds are required under such contracts. At the option of Resource, any amounts due may be paid directly from Resource to a contractor, with SVG's loan account being charged. 3. Terms of Loan. (a) Any loan made pursuant to Paragraph 2 hereof shall be evidenced by a promissory note in the form of Exhibit "A" hereto (the "Note") and shall be payable as herein and therein set forth. (b) The Note shall bear interest at the rate of ten percent (10%) annually, compounded monthly; principal shall be due on the earlier of November 1, 2022 or when the final payment of principal is due on the Mortgage Note, whether by acceleration or otherwise. Payments of accrued interest and mandatory prepayments of principal shall be made in an amount equal to one hundred percent (100%) of SVG's Cash Flow From the Property. Cash Flow From the Property shall mean gross revenues from the Property less payments made under Mortgage Note as modified by the Provisional Workout Agreement and ordinary and necessary cash disbursements incurred in connection with the Property but specifically excluding any management fee to any party and any amount paid for any purpose to SVG or any person with whom SVG has an Identity-of- Interest (as defmed in the Regulatory Agreement) except for payments made to H. James Santoro, Inc. for employee benefits with respect to employees of SVG who are not related to Harry J. Santoro. 4. Reporting Requirements. So long as any amount is due under the Note or the Mortgage Note, SVG shall deliver to Resource such data, reports, statements and information, financial or otherwise, as Resource may reasonably request including, without limitation: (i) within ninety (90) days after the end of the fiscal year of SVG, financial statements of SVG for such year including a balance sheet, a statement of cash flow and an income statement, all in reasonable detail and prepared in accordance with generally accepted accounting principles, including all supporting schedules, and certified by independent public accountants or recognized standing or by Harry J. Santoro; and 2

(ii) within thirty-five (35) days after the end of each calendar month, financial statements for the Property including a of cash flow and an accrual basis income statement certified as correct by Harry J. Santoro. 5. Inspection. SVG will permit any of Resource's officers or other representatives to visit the offices of SVG during regular business hours to examine and audit all of SVG's books of account, records, requests and other papers. All costs of such examination shall be paid by Resource unless such examination reveals a total discrepancy in excess of five percent (5 %) of the Cash Flow of the property, in which case all costs of such examination shall be paid by SVG. 6. Default. If any financial statements defined pursuant to Paragraph 4 or any books and records made available to Resource pursuant to Paragraph 5 are determined in the reasonable opinion of independent certified public accountants not regularly employed by Resource to have been materially false or misleading, SVG shall be deemed to be in default of this Agreement. 7. Other Documents. Any default by SVG under this Agreement or the Note shall be deemed to be in default under the Mortgage Note and the Provisional Workout Agreement. Borrower acknowledges that the Mortgage Note as modified by the Provisional Workout Agreement is in full force and effect and acknowledges there has been no default by any holder of the Mortgage Note and hereby waives any defenses or counterclaims it might have with respect to enforcement or collection of the Mortgage Note. SVG agrees to execute such documents as may be necessary so that its obligations under the Note will be secured by the Property. 8. Certain Refinancings. If, prior to the earlier of: (i) one year from the date that a closure report acceptable to most lenders is received by SVG from the engineering firm retained to remove the oil tanks and perform the remedial work, if any; or (ii) June 30, 1998, SVG is successful in finding a lender that makes a first mortgage loan secured by the Property in an amount sufficient to provide Resource with net proceeds (after all fees, costs and expenses of the transaction) of at least Two Million Three Hundred Thousand Dollars ($2,300,000), then Resource will: (i) subordinate both the mortgage securing the Mortgage Note and any mortgage securing the Note to the mortgage of the new lender; (ii) agree to modify the payment terms of the Mortgage Note and the Note as follows: (a) interest shall accrue at a rate of 150 basis points above the interest rate on the new first mortgage on a deemed total principal amount equal to Three Million Three Hundred 3

Fifty Thousand Dollars ($3,350,000) less the original principal amount of the new first mortgage. (b) payments of interest and principal (based on the deemed principal amount described in Paragraph 8(ii)(a)) shall be payable monthly and shall be based on a twenty-five year amortization. However, to the extent the Net Cash Flow from the Property is insufficient to make the scheduled payments of interest and principal in ftill, SVG shall pay over to Resource until such time as the scheduled payments are current one hundred percent (100%) of the Net Cash Flow from the Property. Net Cash Flow from the Property shall mean Cash Flow before any payments on the Mortgage Note or the Note less payments made under the new first mortgage loan and contributions to escrow accounts reasonably established for taxes, insurance, utilities and replacements provided that any such escrow account shall be controlled by either the new first mortgage lender or Resource. Any interest payments not made as required because of insufficient Net Cash Flow shall be added to principal and shall bear interest at the rate set in Paragraph 8(ii)(a), compounded monthly. (iii) agree to special provisions in the obligations of SVG retained by Resource as may be required by the new first mortgage lender to the extent such provisions are reasonable when compared to similar "soft second" mortgages permitted by the other first mortgage lenders in the reasonable opinion of Resource. (iv) after it has received all of the interest and principal required under Paragraph 8(ii), assign its interest in the Mortgage Note and the Note to Harry J. Santoro for no additional consideration. 9. Notices. Any notices required or permitted by the Agreement shall be in writing and shall be deemed given if delivered in person or if not by telecopy or by nationally recognized overnight courier, via first class, Certified or Registered Mail, postage prepaid, as follows, unless such addresses are changed by written notice hereunder. If to SVG Properties, L.P.: SVG Properties, L.P. c/o Harry J. Santoro 215 W. Main Street Maple Shade, New Jersey 08052 4

If to Resource Properties XXIII: Resource Properties XXIII 1521 Locust Street - Suite 400 Philadelphia, PA 19102 Attn: Scott F. Schaeffer 10. Choice of Law and Consent of Jurisdiction. SVG and Resource agree that Pennsylvania law shall govern this Agreement and hereby irrevocably consent to the jurisdiction of the Court of Common Pleas of Delaware County, Commonwealth of Pennsylvania in the United States District Court for the Eastern District of Pennsylvania in any and all actions and proceedings occurring under this Agreement any other agreement or understanding between the parties and IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Agreement as of the date first written above.
Attest: /s/ Kimberly A. Tower By: /s/ illegible, President RESOURCE PROPERTIES XXIII, INC.

SVG PROPERTIES, L.P.
Attest: By: SPRING VILLAGE HOLDINGS, INC., General Partner

By: /s/ Harry J. Santoro Harry J. Santoro, President Spring.Mil\Agreemen.2

5

11/20/96 NOTE $110,000,00 Philadelphia, PA November 25,1996 FOR VALUE RECEIVED and intending to be legally bound, the undersigned, SVG PROPERTIES, L.P., a New Jersey Iiinited partnership ("Borrower"), promises to pay, in lawful nioney of the United States, to the order of RESOURCE PROPER,rIES XXIII, INC. ("Lender"), at its offices, 1521 Locust Street, Philadelphia, PA 19102 (or at such other address as Lender may designate to Borrower), tile maximum aggregate principal sum of One Hundred 'ren Thousand Dollars ($110,000) or such lesser surn which represents the outstanding principal balance of all amounts advanced to tile Borrowei-Ae "Loans"), pursuant to the provisions of that certain Agreement dated as of Noveniber')- S , 1996 between Borrower and Lender (die "Agreement"). The outstanding principal balance hereunder sliall be payable pursuant to the ternis hereof and of the Agreement. The actual aniount due and owing froin tinle to time hereunder sliall be evidenced by Lender's records of receipts and disbursements with respect to the Loans, which sliall be conclusive evidence of such aniount, absent manifest error. All terms not otherwise defined herein shall have the meaning ascribed to thern in the Agreement. Borrower further agrees to pay interest oil (lie outstanding principal balance hereunder from tinle to time at (lie per annurn rate set forth in Paragraph 3(b) of the Agreement. hi(erest and principal shall be due and payable oil the dates and otherwise in accordance with tile terms of the Agreement. In no contingency or event shall tile arnount of interest paid or agreed to be paid to Lender hereunder exceed tile highest lawful rate perinissible under any law which a court of collipetent jurisdiction shall, in a final determination, deern applicable hereto. In such event, the interest rate sliall autornatically be reduced to the maximum rate permitted by such law. This Note shall evidence Borrower's unconditional obligations to repay tile aggrega(e outstanding balance of all of Loans made to Borrower, with interest thereon, and any expenses of' collection, including attorneys' fees and expenses (tile "Expenses") in connection therewith. If 13orrower fails to make any payment required hereunder or if a default occurs under the Agreement, Lender shall thereupon have the option at any tinle and from time to thile pursuant to the ternis of' the Agreement, to declare the unpaid principal balance of' (his Note along with accrued and unpaid interest and Expenses to be immediately due an payable and to exercise all rights and remedies set forth herein and in the other Agreement as well as all rights and remedies otherwise available to Lender at law or in equity, to collect the unpaid indebtedness heremider and thereunder. Borrower hereby waives presentment for payment, protest, demand, notice of nonpayment or dishonor and all other notices in connection with the delivery, acceptance, Perf'oriliance or enforcement of this Note. Any failure or delay of Lender to exercise any right

hereunder shall not be construed as a waiver of the right to exercise the same or ally other right at any other time or times. The waiver by Lender of a breach or default of any provision of (his Note shall not operate or be construed as a waiver of any subsequent breach or default (hereor. Borrower agrees to reimburse Lender for all Expenses, including, without limitation, attorneys' fees and costs incurred by Lender to enforce the provisions of this Note, to protect, preserve and defend Lender's rights under the Agreement and to collect Borrower's obligations hereunder. BORROWER IRREVOCABLY AUTHORIZES AND EM06WERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, UPON THE OCCURRENCE OF AN E-VE-NT OF DEFAULT UNDER THE AGREEMENT, TO APPEAR FOR BORROWFR IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE IIELD AND THEREIN TO CONFESS OR ENT1;R JUDGMENT AGAINST BORROWER IN FAVOR OF THE LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY BORROWER TO LENDER UNDER THIS NOTE, WITH COSTS OF SUIT AND RELEASE OF ERRORS AND WITH THE GREATER OF FIVEPERCENT (5%) OF SUCH SUMS OR $7,500.00 ADDED AS A REASONABLE ATTORNEY'S FEE; AND FOR DOING SO THIS NOTE OR A COPY VERIFIED By AFFIDAVIT SHALL BE SUFFICIENT WARRANT; SUCH AUTHORITY AND POWER STIALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS ]'HERE IS OCCASION THEREFOR. BORROWER ACKNOWLEDGES THAT IT HAS HAD THE Assis,rANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS NOTE AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THE CONFESSION OF JUDGMENT HAVE BEEN FULLY EXPLAINED TO IT BY SUCH COUNSEL. BORROWER, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST BORROWER BY THE LENDER BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE EXECUTION MAY BE LEVIED ON SUCII JUDGMEINT AGAINST ANY AND ALL PROPERTY OF BORROWER, HEREBY WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDGMENT BEING ENTERED BY CONFE~SSION IN ACCORDANCE WITH TIIETE~RMS HEREOFAND Exr,.curm BEING LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF BORROWER, IN EACH CASE WITHOUT FIRST GIVING NOTICE AND THE OPPORTUNITYTO 131--~ 111-LARD ON THE VALIDITY OF 'rHE CLAIM OR CLAIMS UPON WHICII SUCII JUDGMENT IS ENTERED. All contractual rates of interest chargeable on outstanding Loans, regardless of the then applicable interest rate, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or tile happening of any event or occurrence similar or dissimilar. 2

Notwithstanding anything in this Note or in any agreemeat-securing this Note to the contrary, the liability of Borrower under this Note and any agreement securing this Not shall be nonrecourse to the general partner or any limited partner of Borrower and such general and limited partners shall have no liability whatsoever under (his Note and any agreement securing (his Note. No deficiency or other personal judgment shall be sought against such general or limited partner. This Note shall be construed and governed by the laws of the Commonwealth of Pennsylvania, widiout regard to its otherwise applicable principles of conflict of laws. The provisions of this Note are severable and the invalidity or unenforceability of any provision sliall not alter or impair the remaining provisions of this Note. Jury trial is waived by Borrower and Lender in connection with any controversy or proceeding involving the rights of the parties to this Note, whether sounding in contract, tort or otherwise. IN WITNESS WHEREOF, and intending to be legally bound hereby, Borrower has executed these presents the day and year first above written. SVG PROPERTIES, L.P. By: SPRING VILLAGE HOLDINGS, INC, General Partner
BY: /s/ Harry J. Santoro Harry J. Santoro, President

Spring.Mil\Note 3

Exhibit 10.05 APARTMENT MANAGEMENT AGREEMENT THIS AGREEMENT is made as of November 25, 1996, between S.V.G. PROPERTIES, L.P., ("Owner") whose address is 601 Poplar Street, Sharon Hill, Pennsylvania, 19079, and H. James Santoro, Inc.., a Management Consultant Corporation ("Management/Consultant") whose address is 215 West Main Street, Maple Shade, New Jersey, 08052 WHEREAS, Owner owns the Property commonly known as Spring Village Apartments located at 601 Poplar Street, Sharon Hill, Pennsylvania, 19079. WHEREAS, Owner and Management/Consultant entered into a Housing Management Agreement on August 1, 1992 pursuant to which Management/Consultant manages the Property. WHEREAS, Pursuant to such agreement Owner desires to continue to engage Management/Consultant to manage, rent and operate the Property, and Management/Consultant desires to accept such engagement, as provided herein. NOW, THEREFORE, in consideration of the mutual covenants herein, Owner and Management/Consultant agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. This Article 1 contains definitions of certain terms used in this Agreements, as set forth below:
A. Maximum Lease Term: B. Maximum Contract Amount: C. Management Fee: Twelve (12) Months $10,000.00 Five percent (5%) of Gross Income

D. Key Person:

Harry J. Santoro 215 West Main Street Maple Shade, NJ 08052 Office: (609) 667-0600

ARTICLE 2 ENGAGEMENT OF MANAGEMENT/CONSULTANT 2.1 Engagement: Owner engages Management/Consultant to manage and rent the Property on the terms in this Agreement, and Management/Consultant agrees to perform such service on such terms. 2.2 Status of Management/Consultant: Limitation on Authority. Management/Consultant shall act under this Agreement as an independent contractor and not as Owner's agent. Management/Consultant shall not have the right, power or authority to enter into agreements or incur liability on behalf of Owner except as expressly set forth herein. Any action taken by Management/Consultant which is not expressly permitted by this Agreement shall not bind Owner. ARTICLE 3 DUTIES OF MANAGER 3.1 Standard of Performance. Management/Consultant will perform its duties in a diligent, careful and professional manner to maximize all potential revenues to Owner and to minimize expenses and losses to Owner. The services of the Management/Consultant are to be of a scope and quality not less than those generally performed by first class, professional management/consultants of properties similar in type and quality to the Property and located in the same market area as the Property. The Management/Consultants will make available to the Owner the full benefit of the judgment, experience and advice of the members of the

Management/Consultant's organization. Management/Consultant will at all time act in good faith, in a commercially reasonable manner and in a fiduciary capacity with respect to the proper protection of and accounting for Owner's assets, provided however, that Management/Consultant may operate other competing projects. 3.2 Specific Duties of Management/Consultant. Without limiting the obligations of Management/Consultant under other provisions of this Agreement, Management/Consultant will have the following specific duties: A. Orientation. Management/Consultant acknowledges receipt of certain books and records for the Property, the personal property on the Property belonging to the Owner, and the originals or copies of the Property Documents. Within thirty (30) days after the date of the Agreement, Management/Consultant will furnish Owner a complete list of all books, records and personal property regarding the Property and any Property Documents then known to Management/Consultant. B. Collection of Monies; Enforcement of Rights. Management/Consultant will collect all rent and other payments due from tenants in the Property and any other sums due Owner regarding the Property. To the extent tenant leases affecting the Property so require, Management/Consultant shall timely make or verify any calculations that are required to determine the amount of rent due from tenants. Management/Consultant will promptly and diligently enforce Owner's rights under any tenant leases affecting the Property, including without limitation taking the following actions where appropriate: (i) terminating tenancies, (ii) signing and serving such notices as are deemed necessary by Management/Consultant, (iii) instituting and prosecuting actions, and evicting tenants, and (iv) recovering rents and other sums due by legal proceedings. The legal expenses incurred by Management/Consultant in connection with the enforcement by Management/Consultant of Owner's rights under such tenant leases shall be paid by Owner to Management/Consultant. C. Leasing. Management/Consultant will lease to desirable tenants the units in the Property that from time to time may be vacant upon terms and conditions satisfactory to Owner and pursuant to Owner's written leasing guidelines if any. Management/Consultant is hereby authorized to execute, deliver and renew leases on behalf of Owner pursuant to Owner's written leasing guidelines. Without Owner's prior written consent, Management/Consultant will not enter into any lease for a term exceeding the Maximum Lease Term set forth in Article 1. D. Property Documents. Unless notified otherwise by Owner, Management/Consultant will pay all sums from Owner's Account from time to time due from the Owner of the Property under and otherwise comply with the obligations of such Owner under any mortgages, deeds of trust, leases, easements, restriction, service contracts and other agreements now or hereafter affecting the Property (the "Property Documents") under written instructions from Owner. E. Maintenance. Management/Consultant will maintain and repair the Property as required by the Property Documents and in accordance with standards acceptable to Owner, which standards may be conditioned upon submission of such maintenance and repairs to a competitive bidding process at Owners expense, except to the extent the same has been provided in the Budget (as described in Section 4.3) and except as to emergency repairs undertaken pursuant to Section 4.5B. In addition to complying with such other instructions that Owner may hereafter provide concerning Management/Consultant's duties to maintain and repair the Property, Management/Consultant shall (i) supervise its employees and any third parties engaged to provide upkeep or repairs to the Property, (ii) require that all contracts with third parties providing labor, services or materials for the maintenance or repair of the Property, and all subcontracts for such items, contain provisions protecting Owner, in accordance with local procedures, against mechanics' and materialmen's or similar liens against the Property, and requiring ten percent (10%) retainage under major construction/rehabilitation contracts until at least thirty (30) days after completion of the work, (iii) inspect all work performed in connection with the upkeep or repair of the Property, and (iv) review all invoices and/or draw requests submitted in connection with any such work and submit the same to Owner for its approval in time to take advantage of any discounts available for prompt payment. F. Services. Management/Consultant will make arrangements for all utilities,- services, equipment and supplies necessary or desirable for the management, operation, maintenance and servicing of the Property. All utilities contracts shall be in the name of Owner, with all notices to be addressed to Owner, in care of Management/Consultant, at Management/Consultant's address.

G. Taxes. Management/Consultant will promptly send to Owner upon receipt all notices regarding taxes and recommend from time to time the advisability of contesting either the validity or the amount of the taxes on the Property. Management/Consultant shall pay such taxes for Owner with Owner's funds. H. Maintenance of Insurance. If requested by Owner, Management/Consultant will obtain and maintain (i) property insurance against "All Risk" of direct physical loss or damage to the Property in the amount of the full replacement value of the Property as determined by Owner; (ii) comprehensive general liability insurance (on an occurrence basis) as to the Property in an amount of at least One Million Dollars ($1,000,000) per occurrence. Such insurance shall be placed with a company or companies acceptable to Owner, shall be in form and substance satisfactory to Owner and shall include the Owner and Management/Consultant as a named insured. The copies thereof (and all renewals) shall be delivered to Owner. I. Compliance With Laws. Management/Consultant will take such action as may be necessary to comply with any and all laws applicable to the Property and Management/Consultant's employees and with all orders regarding the Property of the Board of Fire Underwriters or other similar bodies. J. Employees. Management/Consultant will investigate, hire, train, pay at Owner's expense, supervise and discharge the personnel necessary to maintain and operate the Property including, without limitation, an on-site property manager. Such personnel shall in every instance be agents or employees of Management/Consultant or a designated subcontractor and not of Owner, for which Management/Consultant has the right to be reimbursed hereunder. Owner shall have no right to supervise or direct such agents or employees. Management/Consultant will also maintain during the entire term of this Agreement worker's compensation insurance on Management/Consultant's employees to the extent required by applicable law and automobile liability insurance with bodily injury limits of not less than One Hundred Thousand Dollars ($100,000) per person and Three Hundred Thousand Dollars ($300,000) per occurrence and property damage limits of not less than One Hundred Thousand Dollars ($100,000) per occurrence. The cost of the insurance required under this Section 3.2J shall be an operating expense reimbursable to Management/Consultant. Management/Consultant assumes all responsibility for timely compliance with all applicable laws regarding such employees, including by not limited to, FLSA, OSHA, Federal withholding tax laws, FICA, and Federal and State unemployment insurance laws. K. Notices. Management/Consultant will promptly notify Owner of any of the following in any way relating to the Property: notice of any claim of violation of any governmental or legal requirements, any notice of any claim of liability, any summons or other legal process, any material damage, any actual or alleged personal injury or property damage, and any other material information. Management/Consultant will fully cooperate with Owner in all legal and arbitration proceedings relating to the Property. L. Advertising. Management/Consultant will advertise space in the Property through the use of renting signs, newspaper ads, and other forms of appropriate advertising. All advertising expenses will be an operating expense of the Property under the Budget. M. New Tenants. Management/Consultant will prepare the Property (or portions thereof for occupancy by new tenants and will coordinate the plans of such tenants for moving their personal effects into the Property or out of the same, with a primary view toward scheduling such movements so as to minimize lost rental income. N. Other Services. Management/Consultant will, without additional charge, perform any other services normally performed in managing properties similar to the Property or as may be reasonably requested by Owner, whether or not specifically enumerated herein, specifically including, without limitation, the performance of any services normally provided in the locality of the Property to tenants of like properties. 3.3 (A) Contracts. Management/Consultant will not execute or otherwise enter into or bind Owner as to any contract or agreement without receiving the prior written consent of Owner, provided, however, that Management/Consultant may enter into contracts on behalf of O wrier in the ordinary course of the management of the Property for the acquisition of utility, maintenance and other services and for the furnishing of services to tenants of the Property if the expense to be incurred under any such contract is set forth in the most recent Budget approved by Owner and, whether payable in installments or a lump sum, is not in excess of the Maximum Contract Amount. Management/Consultant must follow the below listed Contract Guidelines before entering into any contract, except for utilities and other services for which only one supplier is available. All utility contracts will be in the name of Owner. Management/Consultant shall not hold itself out as having the authority to approve any contract or agreement without the prior approval of Owner except as provided above.

3.4 Use of Property. Management/Consultant will not permit the use of the Property for any purpose which might impair any policy of insurance on the Property or which might render any loss insured thereunder uncollectible or which would be in violation of any applicable law. Management/Consultant will operate and maintain the Property according to the highest standards achievable consistent with Owner's authorization. Management/Consultant will use its best efforts to secure compliance by tenants with their respective leases. 3.5 Management Account. Management/Consultant will deposit all funds collected relating to the Property in the operating account of S.V.G. Properties, L.P. Management/Consultant will not commingle any funds collected relating to the Property with any other funds. All sums collected by Management/Consultant relating to the Property and all sums placed in the Account will be held in trust for Owner. Management/Consultant may draw on the Account only to pay the following matters in the following order of priority: li) first, operating expenses permitted by Sections 5.1 and 4.2, (ii) second, the Management Fee described in Section 5.1, and (iii) finally, all the amounts payable to Owner. 3.6 Security Deposits. All security deposits collected by Management/Consultant shall be handled in accordance with PA laws governing same. Management/Consultant shall maintain accurate records of all security deposits, including the amount of each security deposit, the party from whom each security deposit is collected, and the date(s) upon which Management/Consultant collected each security deposit. Management/Consultant shall keep an accurate record of all refunds. 3.7 Indemnity. Management/Consultant indemnifies and agrees to hold harmless Owner and its directors, officers, shareholders, employees, agents, partners, and representatives and their respective successors, heirs, legal representatives and assigns (collectively, the "Owner Indemnitees", which term shall not be construed to include Management/Consultant) against any claims, losses, and expenses (including but not limited to attorneys' fees and expenses) which may be made against or incurred by any one or more of the Owner Indemnitees arising out of (i) any failure by any one or more of Management/Consultants, its directors, officers, shareholders, employees, agents and representatives (collectively the "Management/Consultant Indemnitees") or any of Management/Consultant's subcontractors to perform promptly any obligation under this Agreement or any Property Documents, provided such failure is not caused by events beyond the reasonable control of Management/Consultant, or by Owner's failure after written request of Management/Consultant to furnished any funds necessary in addition to those in the Management Account and those available from collections from the Property to enable Management/Consultant to perform such obligation; (ii) any acts of any one or more of the Management/Consultant Indemnitees or any of Management/Consultant's subcontractors beyond the scope of Management/Consultant's authority; and (iii) any malfeasance, nonfeasance or gross negligence of any of the Management/Consultant Indemnities or any of Management/Consultant's subcontractors. Owner indemnifies and agrees to hold harmless the Management/Consultant Indemnitees against any claims, losses, and expenses (including but not limited to attorneys' fees and expenses) which may be made against or incurred by any one or more of the Management/ Consultant Indemnitees arising out of (i) any failure by any of the Owner Indemnitees to perform promptly any obligation under this Agreement, provided such failure is not caused by events beyond the reasonable control of the Owner Indemnitees; and (ii) any malfeasance, nonfeasance or negligence of any of the Owner Indemnitees. The foregoing indemnities shall survive any expiration or termination of this Agreement as to any such claims arising before expiration or termination of this Agreement. ARTICLE 4 ACCOUNTING, RECORDS, REPORTS 4.1 Records. Management/Consultant shall maintain a comprehensive system of office records, books and accounts, correspondence, contracts and documents which shall belong to Owner. Owner and others designated by Owner shall at all times have access to such records, books, accounts, correspondence, contracts and documents and to all vouchers, files and all other material pertaining to the Property and this Agreement, all of which Management/Consultant agrees to keep safe, available and separate from any records not having to do with the Property. Owner shall have the right to conduct a review and/or audit of such records, books, accounts, correspondence, contracts and documents at its own expense, and Management/Consultant agrees that Owner and Owner's auditors will have full and complete access to and cooperation from Management/Consultant's officers, staff and other employees in connection with any such review and/or audit. 4.2 Monthly Reports. On or before the thirtieth (30th) day of each calendar month during the term of this Agreement, Management/Consultant shall deliver to Owner the statements pertaining to the Property, prepared on an accrual basis. Management/Consultant shall also include with the foregoing, upon Owner's request, copies

of paid invoices indicating date paid, amount paid and check number, a list of unpaid bills and accrued expenses, and a payroll list showing the occupation of and wages paid to all employees hired by Management/Consultant for the purpose of performing its duties under this Agreement. 4.3 Budgets. Within ninety (90) days after the date of this Agreement and on or before November 30 of each year during the term of this Agreement, Management/Consultant shall deliver to Owner an itemized statement ("Budget") of the estimated receipts and disbursements for the remainder of the current calendar year, and the next calendar year. Each Budget shall break down estimated receipts and disbursements on a month by month basis. Owner will approve or disapprove each Budget within a reasonable time after the receipt of same, and Management/Consultant will make any changes in the Budget requested by Owner. 4.4 Payment of Expenses. Notwithstanding any contrary provision of this Agreement, Management/Consultant shall be obligated to make payments required under this Agreement only to the extent of funds derived from the Property or provided by Owner. Management/Consultant shall give Owner prompt notice of any expenses for the payment of which Management/Consultant does not have sufficient funds from collections and the Trust Account. Owner shall pay or reimburse Management/Consultant for all expenses properly incurred by Management/Consultant under this Agreement and approved by Owner to the extent Owner's approval is required by this Agreement except expenses for: A. Office equipment and supplies other than used exclusively for the Property; B. Any overhead expense of Management/Consultant incurred in its general offices other than $500.00 per month which shall be allowed for general partnership administration, C. Expenses for bookkeeping, reporting, and electronic data processing services; D. Compensation of executive and supervisory personnel of Management/ Consultant; E. Compensation and expenses applicable to time spent on matters other than the Property; and F. Compensation of any personnel other than personnel permanently located at, and fully dedicated to the Property. 4.5 Expenditure Authorization. A. General Prohibition. Approval of a budget shall not constitute authorization for Management/Consultant to expend any money except as set forth herein. B. Expenses Per Budget. To the extent set forth in the most recent budget approved by Owner, and without further consent of Owner, Management/Consultant will (i) pay all utilities and other expenses incurred in the ordinary course of managing the Property and (ii) supervise and purchase, or arrange for the purchase, in an economical manner, all of the inventories, provisions, supplies and operation equipment that in the normal course of business are necessary and proper to maintain and operate the Property. Owner shall be credited with the full amount of any discount or commission obtained by Management/Consultant in connection with any such purchase. C. Major Budget Categories. Major Budget Categories are listed as follows: See attached sample D. Emergencies. Notwithstanding the foregoing, if emergency action is necessary to prevent damage to the Property or danger to persons, Management/Consultant may incur such expenses as are reasonably necessary without the prior written approval of Owner to protect the Property or persons. Any such expenditure shall be incurred only in concert with prompt telephonic notification by Management/Consultant to Owner. ARTICLE 5 COMPENSATION 5.1 Compensation for Services. Owner will pay Management/Consultant as compensation for its services hereunder the amount (the "Management Fee") indicated in Article 1 hereof. The term "Gross Rental Income" as used in this Agreement means gross income billed by Owner or by Management/Consultant related to the

Property in any month, but excluding (i) capital gains, (ii) payments in the nature of indemnification or compensation for loss, damage or liability sustained, (iii) all purchase discounts, (iv) any expense reimbursement from tenants, (v) any sums which, under normal accounting practice, are attributable to capital, and (vi) all other receipts of whatever kind and nature. Such Management Fee is intended to compensate the manager for: (i) its general and overhead expense, (ii) all compensation and expenses of personnel employed by Management/Consultant which are not reimbursable as expense under Section 4.4, and (iii) all other expenses incurred by Management/Consultant which are not reimbursable under Section 4.4. Management/Consultant will not be entitled to any leasing commissions. 5.2 Payment of Management/Consultant's Compensation. The amount of compensation due to Management/Consultant each month shall be reflected in the monthly reports required to be submitted to Owner under --Section 4.2. Any amount which Owner may dispute shall not be payable until the dispute has been resolved. Owner may from time to time require an audit of Management/Consultant's computation of the Management Fee, and the parties shall promptly make adjustment for any variances shown by the audit. The cost of such audit shall be borne by Owner. ARTICLE 6 TERM 6.1 Term. This Agreement shall commence on the date of this Agreement and shall have an initial term of one (1) year unless sooner terminated for cause, as set forth in Article 6.4 below. Thereafter, it shall continue on a month to month basis until terminated according to Article 6.3 or Article 6.4 below. 6.2 Sale of Property. This Agreement shall automatically terminate upon the consummation of any sale or other disposition of the Property by Owner. 6.3 Termination Without Cause. Owner may terminate this Agreement upon thirty (30) days prior written notice to Management/Consultant if any governmental entity which has control or supervision of Owner mandates through statute, act, amend or regulatory publication, that all contracts must be terminated, repudiated, altered or amended. Otherwise, Owner or Management/Consultant may terminate this agreement without cause by giving at least ninety (90) days written notice to the other party. Provided, however, this agreement may not be terminated until Management/Consultant and Harry J Santoro have no remaining obligation or liability related to the agreement with Resourse Properties, Inc. 6.4 Termination For Cause. Owner may terminate this Agreement at any time, effective in thirty (30) days upon written notice to Management/Consultant if (i) Management/Consultant defaults in its obligations under this Agreement; and the default is not cured within thirty (30) days after receipt by Management/Consultant of written notice thereof setting forth the default; (ii) a petition for relief in bankruptcy or reorganization or arrangement is filed by or against Management/Consultant or any affiliate of Management/Consultant; (iii) there is a significant decline in tenant occupancy of or collections from the Property which has occurred as a result of inadequate performance by the Management/Consultant; or (iv) Management/Consultant causes or suffers to be caused waste to the Property. Management/Consultant may terminate this Agreement, effective immediately upon notice to Owner, if Owner defaults in its obligations under this Agreement and the default is not cured within thirty (30) days after receipt by Owner of written notice thereof setting forth the default, or upon an amendment of this Agreement made pursuant to the second sentence of Section 8.6. 6.5 Effect of Termination. The termination of this Agreement shall not affect any right, obligation or liability which has accrued under this Agreement on or before the effective date of such termination; provided, however, upon the termination of this Agreement for cause under Section 6.4, Management/Consultant shall not be entitled to the unpaid Management Fee that accrued prior to such termination. Upon termination of this Agreement for any reason, Management/Consultant will cooperate with Owner in an effort to achieve an efficient transition and will, before receiving final payment of any fees, deliver to Owner or to such person or persons as Owner may direct all Property Documents, books, records and accounts, rent rolls, insurance policies, files and other materials related to the Property, including without limitation any bank account signature cards or other documentation required to transfer sole control over the Management Account to Owner or its designee. Within fifteen (15) days after the termination of this Agreement, Management/ Consultant will deliver a final accounting to Owner reflecting all income and expenses of the Property as of the date of termination.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF MANAGER To induce Owner to enter into this Agreement, Management/Consultant makes the following representations and warranties, which shall survive the execution and termination of this Agreement: 7.1 Organization. Management/Consultant is duly organized to properly manage the Property. 7.2 Manner of Performance. Management/Consultant has sufficient staff and other resources to carry out its duties under this Agreement in a prompt, efficient and diligent manner. The Key Person designated in Article 1 hereof shall be the primary person responsible for performing the duties of Management/Consultant hereunder during the term hereof. 7.3 Authorization. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Management/Consultant. 7.4 Validity. This Agreement constitutes a legal, valid and binding agreement of the Management/Consultant enforceable against Management/Consultant in accordance with its terms except as limited by bankruptcy, insolvency, receivership and similar laws of general application. 7.5 Conflicts of Interest. Except as previously disclosed in writing to Owner, Management/Consultant has no real or apparent conflict of interest pertaining to this Agreement. ARTICLE 8 MISCELLANEOUS 8.1 Owner's Rights. Nothing in this Agreement shall be deemed to limit Owner's right to do anything regarding the Property which an Owner of the Property would otherwise be entitled to do, including but not limited to the right to enter upon the Property, to inspect the Property, to perform any repair or maintenance thereof, and to do anything required of Management/Consultant hereunder if Management/Consultant fails to do so in a timely manner. 8.2 No Personal Liability. Management/Consultant will look solely to Owner's interest in the Property for recovery of any judgment against Owner relating to this Agreement, and Owner, its employees, officers, directors, shareholders, agents, partners, and representatives shall not be personally liable for anything related to this Agreement. This Section 8.2 shall survive the expiration or termination of this Agreement. 8.3 Nature of Relationship. Management/Consultant shall be responsible for all of its employees, the supervision of all persons performing services regarding the Property, and for determining the manner of performance of all services for which Management/Consultant is responsible hereunder. 8.4 No Third Party Beneficiaries. No provision of this Agreement shall inure to the benefit of any third party. 8.5 Notices. Except as provided in Section 4.5D as to emergencies, all notices and communications required hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested, addressed to the applicable party at the address set forth for such party on page 1 of this Agreement, or to such address as either party may from time to time specify by notice to the other. Notices shall be effective on the date of delivery or, if delivery is not accepted, on the earlier of the date that delivery is refused or three (3) days after the date the notice is mailed. 8.6 Amendments. This Agreement may not be amended except by further agreement in writing executed by each party to be bound thereby. 8.7 Exhibits. All exhibits to this Agreement are intended to be attached to this Agreement and, whether or not so attached, are incorporated herein by reference as if set forth in full. Any addenda attached to this Agreement are incorporated herein by reference. 8.8 Laws. The term "laws" as used in this Agreement means all applicable constitutional provisions, statutes, ordinances, codes and rules and regulations of any governmental body having jurisdiction over the Property of the

parties to this Agreement. 8.9 No Implied Waivers. No failure or delay by Owner in exercising any right or remedy under this Agreement and no course of dealing between Owner and Management/Consultant shall operate as a waiver of any such right or remedy nor shall any single or partial exercise of any right or remedy by Owner under this Agreement preclude any other or further exercise of such right or remedy. The rights and remedies available to Owner are cumulative and not exclusive of any other rights and remedies provided by law or equity. 8.10 Severability. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws. However, if any provision of this Agreement is invalid under any applicable law, such provision shall be ineffective only to the extent of such invalidity without invalidating the remaining provisions of this Agreement. 8.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey and the laws of the United States applicable to transactions in New Jersey. 8.12 Benefit and Assignment. Subject to Section 6.2, this Agreement shall be binding upon Owner and Management/Consultant and their respective successors and assigns and shall inure to the benefit of Owner, its successors and assigns. Management/Consultant may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Owner, which may be withheld without cause in Owner's sole discretion. 8.13 Headings. The captions and headings in this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. 8.14 Counterparts. This Agreement may be executed in any number of counterparts and each shall be considered an original and collectively shall constitute one Agreement, but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 8.15 Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the parties regarding the subject matter of this Agreement and supersedes all prior agreements and understandings. 8.16 Workmen's Compensation. Owner shall be responsible for all charges for Workmen's Compensation insurance and any retroactive increases in the premium made by the insurance carrier after the termination of this Agreement. EXECUTED as of the date first entered above. OWNER S.V.G. PROPERTIES, L.P.
By: /s/ Harry J. Santoro Harry J. Santoro President of General Partner

MANAGEMENT/CONSULTANT H James Santoro, Inc.
By: /s/ Harry J. Santoro Harry J. Santoro President

ARTICLE 5 CIK: 0001091325 NAME: APTA HOLDINGS, INC.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 1999 JUN 30 1999 117,196 0 890 0 0 359,024 3,615,346 330,892 3,714,689 292,554 3,373,341 0 0 1,000 (127,437) 3,714,689 0 405,836 0 296,434 212 0 151,676 (42,486) 0 (42,486) 0 0 0 (42,486) (.04) (.04)


								
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