5.A1 Operations & Management Agreement

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agents with respect to any claim or liability for loss or theft or damage to personal property of the Manager, its employees, sub-contractors, and others, except to the extent that such loss, theft or damage is from the intentional wrongful act, fraud, willful misconduct or gross negligence of the Owner, its employees, agents or sub-contractors. 17.5 Procedure Relating to Indemnification. Upon the occurrence of an event that gives rise to indemnification, the party seeking indemnification shall notify the other party hereto and provide the other party hereto with copies of any documents reflecting the claim, damage, loss or expense. The party seeking indemnification is entitled to engage such attorneys and expert witnesses to defend against the claim, damage, loss or expense, as it may choose. The party providing indemnification shall pay the reasonable charges and expenses of such attorneys and expert witnesses. 17.5 Survival of Indemnity Obligations. The provisions of this Section 17 shall survive any expiration or termination of this Agreement. SECTION 17 COMPENSATION OF MANAGER 18.1 ' Monthly Management Fee. During the three (3)-year term of this Agreement, Manager shall be entitled to receive a fixed monthly management fee of $8,000 per month (the "Monthly Management Fee"). In addition to the Monthly Management Fee, the Manager shall be entitled to receive a fixed monthly accounting services fee of $2,000 per month (the "Monthly Accounting Services Fee"). These fees shall be paid by Owner payable on or before the 15th day of the month for which the installment is being paid. 18.2 Incentive Fees. In addition to the Monthly Management Fee, Manager shall be entitled to receive an annual incentive management fee (the "Incentive Management Fee") equal to five percent (5%) of the gain in total gross revenue, if any, over the average annual total gross revenue for the Golf Course for the 2008 and 2009 operating seasons (the "Incentive Benchmark"). Based on information provided to Manager by Owner, the total gross revenue for the Golf Course for 2008 was $1,488,676 . The total gross revenue figure for 2009, when it becomes available, shall be added to the $1,488,676 and the result shall be divided by two (2) to determine the Incentive Benchmark, which shall be applied in each of the three years of the Initial Term of this agreement. For purposes of calculating total gross revenueand determining the Incentive Management Fee, if any, total gross revenue shall be determined on the same basis as is reflected in the financial statements provided to Manager by Owner for the 2008 operating year. In addition, at the sole discretion of Owner, Owner may pay Manager an additional Incentive Fee ("Performance Incentive") based on objective and/or subjective evaluation by Owner of Manager's overall performance in any given year. The amount of the -27-