FORM OF PROPERTY MANAGEMENT, LEASING AND ASSET MANAGEMENT AGREEMENT

EXHIBIT 10.3

FORM OF

PROPERTY MANAGEMENT, LEASING

AND ASSET MANAGEMENT AGREEMENT

THIS PROPERTY MANAGEMENT, LEASING AND ASSET MANAGEMENT AGREEMENT

(Agreement) is made and entered into as of the day of, 2005 by and among

BERKELEY INCOME TRUST, INC., a Maryland corporation (Berkeley REIT), BERKELEY

INCOME TRUST OPERATING PARTNERS, L.P., a Delaware limited partnership (Owner),

and BERKELEY PROPERTY MANAGEMENT, LLC, a Delaware Limited Liability company with

offices in Grass Valley, California (Manager), a wholly owned subsidiary of

BERKELEY TRUST ADVISORS, LLC, The Berkeley REIT Advisor.

W I T N E S S E T H:

WHEREAS, Owner was organized to acquire, own, operate, lease and manage

real estate properties on behalf of Berkeley REIT; and

WHEREAS, Owner intends to retain Manager with the advise and consent of

the Advisor to manage and coordinate the leasing of the real estate properties

acquired by Owner under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto, intending to be legally bound hereby, do

hereby agree as follows:

ARTICLE I.

DEFINITIONS

Except as otherwise specified or as the context may otherwise require, the

following terms have the respective meanings set forth below for all purposes of

this Agreement, and the definitions of such terms are equally applicable both to

the singular and plural forms thereof:

1.1 Affiliate means a person who is (i) in the case of an individual, any

relative of such person, (ii) any officer, director, trustee, partner, manager,

employee or holder of ten percent (10%) or more of any class of the voting

securities of or equity interest in such person; (iii) any corporation,

partnership, limited liability company, trust or other entity controlling,

controlled by or under common control with such person; or (iv) any officer,

director, trustee, partner, manager, employee or holder of ten percent (10%) or

more of the outstanding voting securities of any corporation, partnership,

limited liability company, trust or other entity controlling, controlled by or

under common control with such person. For purposes of this definition, the term

controls, is controlled by, or is under common control with shall mean the

possession, direct or indirect, of the power to direct or cause the direction of

the management and policies of an entity, whether through the ownership of

voting rights, by contract or otherwise.

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1.2 Gross Revenues means all amounts actually collected as rents or other

charges for the use and occupancy of the Properties, but shall exclude interest

and other investment income of Owner and proceeds received by Owner for a sale,

exchange, condemnation, eminent domain taking, casualty or other disposition of

assets of Owner.

1.3 Improvements means buildings, structures, equipment from time to time

located on the Properties and all parking and common areas located on the

Properties.

1.4 Lease means, unless the context otherwise requires, any lease or

sublease made by Owner as landlord or by its predecessor. 1.5 Management Fees

has the meaning set forth in Section 4.1(a) hereof.

1.6 Net Asset Value means the excess of (i) the aggregate of the Fair

Market Value of all the Properties (excluding vacant properties) owned by Owner

(whether wholly owned or partial investment through a joint venture partnership

or other co-ownership arrangement), over (ii) the aggregate outstanding debt of

Owner (excluding debt having maturities of one year of less).

1.7 Owner means Berkeley Income Trust Operating Partners, L.P. and any

joint venture, limited liability company or other Affiliate of Berkeley Income

Trust Operating Partners, L.P., that own, in whole or in part, on behalf of

Berkeley REIT, any Improvements.

1.8 Ownership Agreements has the meaning set forth in Section 2.4(k)

hereof.

1.9 Properties means all real estate properties owned by Owner and all

tracts acquired by Owner in the future containing income-producing Improvements

or on which Owner will construct income-producing Improvements.

1.10 Third Party Property Manager means any entity other than Manager or

an Affiliate of Manager that has been retained by Owner or Manager to perform

and carry out at one or more of the Properties the property management services

described in Section 2.4 hereof, but shall exclude persons, entities or

independent contractors retained or hired by Owner or Manager to perform

facility management or other services or tasks at a particular Property, the

costs for which are passed through to and ultimately paid by the tenant at such

Property.

ARTICLE II.

APPOINTMENT OF MANAGER; SERVICES TO BE PERFORMED

2.1 Appointment of Manager. Owner hereby engages and retains Manager with

the advise and consent of the Advisor as the sole and exclusive manager, as

tenant coordinating agent of the Properties and as asset manager of the

portfolio of Owners Properties, and Manager hereby accepts such appointment on

the terms and conditions hereinafter set forth, it being understood that this

Agreement shall cause Manager to be, at law, Owners agent upon the terms

contained herein.

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2.2 General Duties. Manager shall devote its best efforts to performing

its duties hereunder to administer, promote, manage, operate, maintain, improve

and lease the Properties in a diligent, careful and vigilant manner in

coordination with Advisor. The services of Manager are to be of scope and

quality not less than those generally performed by professional asset and

property managers of other similar properties in the area. Manager and Advisor

shall make available to Owner the full benefit of the judgment, experience and

advice of the members of Manager's and Advisor's organization and staff with

respect to the policies to be pursued by Owner relating to the management,

operation and leasing of the Properties. Manager and Advisor shall assist Owner

in obtaining Third Party Property Managers or, with the approval of Owner,

subcontract property management services to be provided hereunder to Third Party

Property Managers, as it deems appropriate for certain Properties.

2.3 Specific Duties as Asset Manager. Manager's duties as asset manager of

the portfolio of Owners Properties shall include the following:

(a) Oversight of Property Managers. Manager shall oversee the

performance by the property manager of each Property of its duties, including

collection and proper deposits of rental payments, payment of Property expenses,

Property maintenance, etc.

(b) Conduct On-Site Visits. Manager shall conduct periodic on-site

property visits to each Property to inspect the physical condition of the

Property and to evaluate the performance of the property manager of its duties.

(c) Preparation of the Budget. Manager shall review, analyze and comment upon

the operating budgets, capital budgets and leasing plans prepared and submitted

by the property manager of each Property.

(d) Review and Analysis of Financial Information. Manager shall

review and analyze on-going financial information pertaining to each Property

and the overall portfolio of Properties owned by Owner.

(e) Asset Management Strategies. Manager shall formulate and oversee

the implementation of strategies for the administration, promotion, management,

operation, maintenance, improvement, financing and refinancing, leasing and

disposition of Owners Properties on an overall portfolio basis.

2.4 Specific Duties as Property Manager. Manager's duties as property

manager of the Properties shall include the following:

(a) Lease Obligations. Manager shall perform all duties of the

landlord under all leases insofar as such duties relate to operation,

maintenance, and day-to-day management. Manager shall also provide or cause to

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be provided, at Owners expense, all services normally provided to tenants of

like premises, including where applicable and without limitation, gas,

electricity or other utilities required to be furnished to tenants under leases,

normal repairs and maintenance, and cleaning and janitorial service. Manager

shall arrange for and supervise the performance of all installations and

improvements in space leased to any tenant which are either expressly required

under the terms of the lease of such space or which are customarily provided to

tenants.

(b) Maintenance. Manager shall cause the Properties to be maintained

in the same manner as similar properties in the area. Manager's duties and

supervision in this respect shall include, without limitation, cleaning of the

interior and the exterior of the Improvements and the public common areas on the

Properties and the making and supervision of repairs, alterations, and

decoration of the Improvements, subject to and in strict compliance with this

Agreement and the Leases. Construction activities undertaken by the Manager, if

any, will be limited to activities related to the management, operation,

maintenance, and leasing of the Property (e.g., repairs, renovations, and

leasehold improvements).

(c) Leasing Functions. Manager shall coordinate the leasing of the

Properties and shall negotiate and use its best efforts to secure executed

leases from qualified tenants, and to execute same on behalf of Owner, if

requested, for available space in the Properties, such leases to be in form and

on terms approved by Owner and Manager, and to bring about complete leasing of

the Properties. Manager shall be responsible for the hiring of all leasing

agents, as necessary for the leasing of the Properties, and to otherwise oversee

and manage the leasing process on behalf of the Owner.

(d) Notice of Violations. Manager shall forward to Owner promptly

upon receipt all notices of violation or other notices from any governmental

authority, and board of fire underwriters or any insurance company, and shall

make such recommendations regarding compliance with such notice as shall be

appropriate.

(e) Personnel. Any personnel hired by Manager to maintain, operate

and lease the Property shall be the employees or independent contractors of

Manager and not of Owner. Manager shall use due care in the selection and

supervision of such employees or independent contractors. Manager shall be

responsible for the preparation of and shall timely file all payroll tax reports

and timely make payments of all withholding and other payroll taxes with respect

to each employee.

(f) Utilities and Supplies. Manager shall enter into or renew

contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and

other services as are customarily furnished or rendered in connection with the

operation of similar rental property in the area.

(g) Expenses. Manager shall analyze all bills received for services,

work and supplies in connection with the maintaining and operating the

Properties, pay all such bills, and, if requested by Owner, pay, when due,

utility and water charges, sewer rent and assessments, and any other amount

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payable in respect to the Properties. All bills shall be paid by Manager within

the time required to obtain discounts, if any. Owner may from time to time

request that Manager forward certain bills to Owner promptly after receipt, and

Manager shall comply with any such request. It is understood that the payment of

real property taxes and assessment and insurance premiums will be paid out of

the Account (as hereinafter defined) by Manager. All expenses shall be billed at

net cost (i.e., less all rebates, commissions, discounts and allowances, however

designed).

(h) Monies Collected. Manager shall collect all rent and other

monies from tenants and any sums otherwise due Owner with respect to the

Properties in the ordinary course of business. In collecting such monies,

Manager shall inform tenants of the Properties that all remittances are to be in

the form of a check or money order. Owner authorizes Manager to request, demand,

collect and receipt for all such rent and other monies and to institute legal

proceedings in the name of Owner for the collection thereof and for the

dispossession of any tenant in default under its Lease.

(i) Banking Accommodations. Manager shall establish and maintain a

separate checking account (the Account) for funds relating to the Properties.

All monies deposited from time to time in the Account shall be deemed to be

trust funds and shall be and remain the property of Owner and shall be withdrawn

and disbursed by Manager for the account of Owner only as expressly permitted by

this Agreement for the purposes of performing the obligations of Manager

hereunder. No monies collected by Manager on Owners behalf shall be commingled

with funds of Manager. The Account shall be maintained, and monies shall be

deposited therein and withdrawn there from, in accordance with the following:

(i) All sums received from rents and other income from the

Properties shall be promptly deposited by Manager in the Account.

Manager shall have the right to designate two or more persons who

shall be authorized to draw against the Account, but only for

purposes authorized by this Agreement.

(ii) All sums due to Manager hereunder, whether for

compensation, reimbursement for expenditures, or otherwise, as

herein provided, shall be a charge against the operating revenues of

the Properties and shall be paid and/or withdrawn by Manager from

the Account prior to the making of any other disbursements there

from.

(iii) By the 30th day of the first month following each

calendar quarter, Manager shall forward to Owner net operating

proceeds from the preceding quarter, retaining at all times, however

a reserve of $5,000, in addition to any amounts otherwise provided

in the budget.

(j) Tenant Complaints. Manager shall maintain business-like

relations with the tenants of the Properties.

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