FORM OF ADVISORY AGREEMENT

Exhibit 10.1

FORM OF ADVISORY AGREEMENT

AMONG

NORTHEND INCOME PROPERTY TRUST INC.,

NORTHEND OPERATING PARTNERSHIP LP

AND

NORTHEND REALTY ADVISORS LLC

TABLE OF CONTENTS

FORM OF ADVISORY AGREEMENT

     THIS ADVISORY AGREEMENT (the “ Agreement ”), dated as of the ___day of ___, 2008 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “ Effective Date ”), is among NorthEnd Income Property Trust Inc., a Maryland corporation (the “ Company ”), NorthEnd Operating Partnership LP, a Delaware limited partnership (the “ Operating Partnership ”), and NorthEnd Realty Advisors LLC, a Delaware limited liability company (the “ Advisor ”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

W I T N E S S E T H

     WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investments permitted by the terms of Sections 856 through 860 of the Code;

     WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its business and make all Investments through the Operating Partnership;

     WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of 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, all as provided herein;

     WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth; and

     NOW, THEREFORE, 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 have the definitions hereinafter indicated:

      Acquisition Expenses . Any and all expenses incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, acquisition, origination, making or development of any Investments, whether or not acquired, 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, title insurance premiums, and the costs of performing due diligence.

      Advisor . NorthEnd Realty Advisors LLC, a Delaware limited liability company, any successor advisor to the Company, the Operating Partnership or any Person to which NorthEnd Realty Advisors LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the foregoing, a Person hired or retained by NorthEnd Realty Advisors LLC to perform sub-advisory or property management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all of the functions of NorthEnd Realty Advisors LLC with respect to the Company or the Operating Partnership as a whole shall not be deemed to be an Advisor.

      Affiliate or Affiliated . With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, 10.0% or more of the outstanding voting securities of such other Person; (ii) any Person 10.0% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

      Aggregate Share Ownership Limit . Aggregate Share Ownership Limit shall have the meaning set forth in the Operating Partnership Agreement.

      Annual Total Return . As further described in Section 10, the sum of (i) the amount, if any, by which NAV on the last Business Day of a calendar year exceeds NAV on the first business day of such calendar year, and (ii) all distributions that have been declared and accrued for purposes of calculating NAV during such calendar year, subject to pro-ration with respect to Shares outstanding for less than the full 12-month period based on NAV on the date of issuance (for newly issued Shares) and/or NAV on the date of redemption (for redeemed Shares).

      Articles of Incorporation . The Articles of Incorporation of the Company, as 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 Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

      Board . The board of directors of the Company, as of any particular time.

      Business Day . Any day on which the New York Stock Exchange is open for trading.

      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 Advisor in connection with performing its duties hereunder.

      Code . Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

      Company . Company shall have the meaning set forth in the preamble of this Agreement.

      Director . A member of the Board.

      Distribution Fee . That percentage of NAV payable to the Distributor and reallowable to Soliciting Dealers with respect to Shares sold by them as described in the Company’s Prospectus.

      Distributions . Any distributions of money or other property by the Company to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes.

      Distributor . Merrill Lynch, Pierce, Fenner & Smith Incorporated, or such other Person or entity selected by the Board to act as the distributor for the Offering.

      Effective Date . Effective Date shall have the meaning set forth in the preamble of this Agreement.

      Excepted Holder Limit . Excepted Holder Limit shall have the meaning set forth in the Operating Partnership Agreement.

      Excess Amount . Excess Amount shall have the meaning set forth in Section 13.

      Expense Year . Expense Year shall have the meaning set forth in Section 13.

      Fixed Component . The non-variable component of the Management Fee as described in Section 10(a).

      GAAP . Generally accepted accounting principles as in effect in the United States of America from time to time.

      Gross Proceeds . The aggregate purchase price of all Shares sold for the account of the Company through all Offerings, without deduction for Selling Commissions, volume discounts, any due diligence expense reimbursement or Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions are paid to the Distributor or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.

      Indemnitee . Indemnitee and Indemnitees shall have the meaning set forth in Section 20 herein.

      Independent Director . Independent Director shall have the meaning set forth in the Articles of Incorporation.

      Invested Capital. The net proceeds of the Offering as of a measurement date.

      Investment Company Act . The Investment Company Act of 1940, as amended.

      Investments . Any investments by the Company or the Operating Partnership in Real Estate Assets and Other Real Estate Investments.

      Joint Ventures . The joint venture or partnership arrangements (other than with the Operating Partnership) in which the Company or any of its subsidiaries is a co-venturer or general partner which are established to acquire Real Properties.

      Listing . The listing of the Shares on a national securities exchange or the receipt by the Stockholders of securities that are listed on a national securities exchange in exchange for the Company’s common stock. Upon such Listing, the Shares shall be deemed Listed.

      Loans . Any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including mortgages and mezzanine loans.

      Management Fee . The fee payable to the Advisor pursuant to Section 10.

      NASAA REIT Guidelines . The Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association on May 7, 2007, as may be amended from time to time.

      NAV . The Company’s net asset value, calculated pursuant to the Valuation Guidelines.

      Net Income . For any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets.

      Offering . The public offering of Shares pursuant to a Prospectus.

      Operating Partnership . Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

      Operating Partnership Agreement . The Limited Partnership Agreement of NorthEnd Operating Partnership LP, as amended from time to time.

      Organizational and Offering Expenses . Organizational and Offering Expenses means all expenses incurred by or on behalf of the Company in connection with and in preparing the Company for registration of and subsequently offering and distributing its Shares to the public, whether incurred before or after the date of this Agreement, which may include but are not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys); any expense allowance granted by the Company to the underwriter or

any reimbursement of expenses of the underwriter by the Company; expenses for printing, engraving and mailing; salaries of employees while engaged in sales activity; telephone and other telecommunications costs; all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings); charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under Federal and State laws, including taxes and fees, accountants’ and attorneys’ fees.

      Other Real Estate Investments. Any investments by the Company or the Operating Partnership in debt and equity interests backed by real estate, including (i) real estate securities such as common stocks, preferred stocks and options to acquire stock in REITs and other real estate companies and (ii) debt-related investments such as (a) mortgage, mezzanine, bridge and other loans and (b) debt and derivative securities related to real estate assets including mortgage-backed securities, collateralized debt obligations, debt securities issued by real estate companies and credit default swaps.

      Performance Component . The variable component of the Management Fee as described in Section 10(a).

      Person . An individual, corporation, partnership, trust, joint venture, limited liability company or other entity.

      Primary Offering . The portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.

      Priority Return . Priority Return has the meaning set forth in Section 10(b).

      Prospectus . A “Prospectus” under Section 2(10) of the Securities Act, including a preliminary Prospectus, an offering circular as described in Rule 256 of the General Rules and Regulations under the Securities Act or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling securities to the public.

      Real Estate Assets . Any investments by the Company or the Operating Partnership in unimproved and improved Real Property (including, without limitation, fee or leasehold interests, options and leases) either directly or through a Joint Venture.

      Real Property . Real property owned from time to time by the Company or the Operating Partnership, either directly or through Joint Ventures, which consists of (i) land only, (ii) land, including the buildings located thereon, (iii) buildings only or (iv) such investments the Board and the Advisor mutually designate as Real Property to the extent such investments could be classified as Real Property.

      Registration Statement . That certain registration statement on Form S-11 of the Company filed with the Securities and Exchange Commission related to the registration of the Shares for the Company’s initial Offering.

      REIT . A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended.

      Related Party . With respect to any Person, any other Person whose ownership of Shares would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

      Sale or Sales . Any transaction or series of transactions whereby: (A) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion

thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (D) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Securities and Debt-related Investment or portion thereof (including with respect to any Loan, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (A) through (E) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

      Securities Act. The Securities Act of 1933, as amended.

      Selling Commission . That percentage of Gross Proceeds from the sale of Shares in the Primary Offering payable to the Distributor and reallowable to Soliciting Dealers with respect to Shares sold by them as described in the Company’s Prospectus.

      Shares . The shares of the Company’s common stock, par value $0.01 per share.

      Soliciting Dealers . Broker-dealers who are members of the Financial Industry Regulatory Authority, or that are exempt from broker-dealer registration, and who, in either case, have executed participating dealer or other agreements with the Distributor to sell Shares in an Offering.

      State Acts . The securities laws and regulations of the states and territories of the United States and the District of Columbia.

      Stockholders . The registered holders of the Shares.

      Sub-Advisor . Sub-Advisor and Sub-Advisors shall have the meaning set forth in Section 5.

      Termination Date . The date of termination of this Agreement or expiration of this Agreement in the event this Agreement is not renewed for an additional term.

      Total Operating Expenses . All costs and expenses paid or incurred by the Company, as determined under GAAP, that are in any way related to the operation of the Company or its business, including management fees and other fees paid to Advisors, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and Listing, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines; (vi) Acquisition Expenses, (vii) real estate commissions on the Sale of Real Property, and (viii) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgages or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property). The definition of “Total Operating Expenses” set forth above is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.

      2%/25% Guidelines . 2%/25% Guidelines shall have the meaning set forth in Section 13.

      Valuation Guidelines . The valuation guidelines adopted by the Board, as amended from time to time.

      2. APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

      3. DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation and Bylaws and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate or a third party:

          (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s assets and investment policies;

          (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership, including the collection of revenues and the payment of the Company’s and the Operating Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s and the Operating Partnership’s books and records; and organizing meetings of the Board;

          (c) determine the proper allocation of the Company’s and the Operating Partnership’s Investments between (i) Real Estate Assets, (ii) Other Real Estate Investments, and (iii) cash and cash equivalents and other short-term investments;

          (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, valuation and other policies and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;

          (e) subject to the provisions of Section 4 hereof, (i) locate, analyze and select potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership;

          (f) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or other securities of the Company or the Operating Partnership and obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership;

          (g) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results;

          (h) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;

          (i) assist in calculating, at the end of each Business Day, the NAV as provided in the Valuation Guidelines, and in connection therewith, (i) obtain appraisals and reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where required and appropriate, concerning the value of Investments, and (ii) engage such independent valuation experts, third-party appraisal ma