Form of Advisory Agreement

EXHIBIT 10


FORM OF ADVISORY AGREEMENT


This Advisory Agreement is made by and between Alanar Real Estate Investment Trust Series 1 Corporation, an Indiana corporation (the "Company"), and Alanar Incorporated, a Georgia corporation (the "Advisor").


PREFACE


A. The Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-11 (File No. 333-xxxxx) for the sale of 1 million to 2.5 million shares to be offered to the public;


B. The Company may subsequently issue securities other than such shares or otherwise raise additional capital;


C. The Company intends to qualify as a REIT;


D. The Company desires to avail itself of the experience, sources of information, advice and assistance of, and certain facilities available to, the Advisor and to have the Advisor undertake the duties and responsibilities set out in this Advisory Agreement, on behalf of, and subject to the supervision of the Board of Directors of the Company; and


E. The Advisor is willing to render such services, subject to the supervision of the Board of Directors of the Company, on the terms and conditions set out in this Advisory Agreement;


THEREFORE, the Company and the Advisor agree as follows:


ARTICLE 1
DEFINITIONS


1.01. Definitions. As used in this Advisory Agreement, the terms set out in this Section 1.01 are defined as follows:


(a) "Acquisition Expenses" means expenses including but not limited to
legal fees and expenses, travel and communications expenses, costs of
appraisals, non-refundable option payments on property not acquired,
accounting fees and expenses, title insurance and miscellaneous expenses
related to selection and acquisition of properties, whether or not
acquired.


(b) "Acquisition Fee" means the total of all fees and commissions paid by
the Company to any party in connection with making or investing in mortgage
loans or the purchase, development or construction of property by the
Company. Included in


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the computation of such fees or commissions shall be any real estate
commission, selection fee, Development Fee, Construction Fee, nonrecurring
management fee, loan fees or points or any fee of a similar nature, however
designated. Excluded shall be Development Fees and Construction Fees paid
to persons not affiliated with the Advisor in connection with the actual
development and construction of a project.


(c) "Advisor" means Alanar Incorporated, a Georgia corporation.


(d) "Advisory Agreement" means this advisory agreement.


(e) "Advisory Fee" means the fee paid by the Company to the Advisor in
consideration of management of the assets of the Company.


(f) "Affiliate" means, with regard to another person, any of the
following:


(i) Any person directly or indirectly owning, controlling, or
holding, with power to vote ten percent or more of the outstanding
voting securities of such other person;


(ii) Any person ten percent or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held, with
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; or


(v) Any legal entity for which such person acts as an executive
officer, director, trustee or general partner.


(g) "Appraised Value" means value according to an appraisal made by an
Independent Appraiser.


(h) "Articles of Incorporation" means the articles of incorporation of the
Company filed with the Secretary of State of Indiana pursuant to the
Indiana Business Corporation Law, as amended from time to time.


(i) "Average Invested Assets" means the average of the aggregate book
value of the assets of the Company invested, directly or indirectly, in
securities, Properties and in Loans secured by real estate, before reserves
for depreciation or bad debts or other similar non-cash reserves, computed
by taking the average of such values at the end of each month during such
period.


(j) "Board," "Board of Directors" and "Directors" means the board of
directors


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of the Company.


(k) "Bylaws" means the bylaws of the Company.


(l) "Code" means the Internal Revenue Code of 1986, as amended.


(m) "Company" Alanar Real Estate Investment Trust Series 1 Corporation, an
Indiana corporation.


(n) "Construction Fee" means a fee or other remuneration for acting as
general contractor and/or construction manager to construct improvements,
supervise and coordinate projects or to provide major repairs or
rehabilitation on a Property.


(o) "Contract Price for the Property" means the amount actually paid for
or allocated to the purchase, development, construction or improvement of a
Property, exclusive of Acquisition Fees and Acquisition Expenses.


(p) "Development Fee" means a fee for the packaging of a Property
including negotiating and approving plans, and undertaking to assist in
obtaining zoning and necessary variances and necessary financing for the
specific Property, either initially or at a later date.


(q) "Dividends" means dividends declared by the Board.


(r) "Exchange Act" means the Securities Exchange Act of 1934, as amended.


(s) "Good Reason" means with respect to the termination of this Advisory
Agreement:


(i) Any failure to obtain a satisfactory agreement from any successor
to the Company to assume and agree to perform the Company's
obligations under this Advisory Agreement; or


(ii) Any material breach of this Advisory Agreement of any nature
whatsoever by the Company.


(t) "Gross Offering Proceeds" means the aggregate purchase price of shares
sold pursuant to the initial public offering of the Company.


(u) "Incentive Fee" means an in interest in the gain from the sale of
assets of the Company.


(v) "Independent Director" means a director of the Company who is not
associated and has not been associated within the last two years, directly
or indirectly, with the Advisor.


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(i) A Director shall be deemed to be associated with the Advisor if
he or she:


(A) Owns an interest in the Advisor or any of its Affiliates;


(B) Is employed by the Advisor or any of its affiliates;


(C) Is an officer or director of the Advisor or any of its
Affiliates;


(D) Performs services, other than as Director, for the Company;


(E) Is a Director for more than three REITs organized by the
Advisor; or


(F) Has any material business or professional relationship with
the Advisor or any of its Affiliates.


(ii) For purposes of determining whether or not the business or
personal relationship is material, the gross revenue derived by the
prospective Independent Director from the Advisor and Affiliates shall
be deemed material per se if it exceeds 5% of the prospective
Independent Directors:


(A) Annual gross revenue, derived from all sources, during
either of the last two years; or


(B) Net worth, on a fair market value basis.


(iii) An indirect relationship shall include circumstances in which a
Director's spouse, parents, children, siblings, mothers-or fathers-in
law, sons-or daughters-in law, or brothers-or sisters-in-law.


(w) "Independent Expert" means a person with no material current or prior
business or personal business relationship with the Advisor or Directors
who is engaged to a substantial extent in the business of rendering
opinions regarding the value of assets of the type held by the Company.


(x) "Individual" means any natural person and those organizations treated
as natural persons in Section 542(a) of the Code.


(y) "Loans" means the notes and other evidences of indebtedness or
obligations acquired or entered into by the Company as lender which are
secured or collateralized by personal property, or fee or leasehold
interests in real estate or other assets, including but not limited to
first or subordinate mortgage loans, construction loans, development loans,
loans secured by capital stock or any other assets or form of equity
interest and any other type of loan or financial arrangement, such as
providing or arranging for letters of credit, providing guarantees of
obligations to third parties, or providing commitments for loans, but not
including leases which are


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not recognized as leases for Federal income tax reporting purposes.


(z) "NASAA Guidelines Total Operating Expenses Limitation" means the
requirement that the Total Operating Expenses of the Company not exceed in
any fiscal year the greater of 2% of its Average Net Assets or 25% of its
Net Income for such year.


(aa) "NASDAQ" means the national automated quotation system operated by the
National Association of Securities Dealers, Inc.


(bb) "Net Income" means for any period, the total revenues applicable to
such period, less the total expenses applicable to such period excluding
additions to reserves for depreciation, bad debts or other similar non-cash
reserves; provided, however, Net Income for purposes of calculating
allowable Total Operating Expenses shall exclude the gain from the sale of
the Company's assets.


(cc) "Offering" means the offering of the shares pursuant to the
Prospectus.


(dd) "Organization and Offering Expenses" means those expenses payable by
the Company in connection with the formation, qualification and
registration of the Company and in marketing and distributing shares,
including, but not limited to:


(i) The preparation, printing, filing and delivery of the
Registration Statement and the Prospectus (including any amendments
thereof or supplements);


(ii) The preparing and printing of the Articles of Incorporation and
Bylaws, solicitation material and related documents and the filing
and/or recording of such documents necessary to comply with the laws
of the State of Indiana for the formation of a corporation and
thereafter for the continued good standing of a corporation;


(iii) The qualification or registration of the shares under state
securities laws;


(iv) Any escrow arrangements, including any compensation to an escrow
agent;


(v) The filing fees payable to the Securities and Exchange Commission
and to the National Association of Securities Dealers, Inc.;


(vi) The fees of the Company's counsel;


(vii) All advertising expenses incurred in connection with the
Offering, including the cost of all sales literature and the costs
related to investor and broker-dealer sales and information meetings
and marketing incentive


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programs; and


(viii) Selling commissions, certain annual monitoring fees paid to the
Sales Agent with respect to Shares sold to clients of the Sales Agent
or Selected Dealers, marketing fees, incentive fees, due diligence
fees and wholesaling fees and expenses incurred in connection with the
sale of the Shares.


(ee) "Property" or "Properties" means the Company's partial or entire
interest in real property (including leasehold interests) and personal or
mixed property connected with such real property.


(ff) "Prospectus" means the final prospectus of the Company filed as part
of the Registration Statement as the same may at any time and from time to
time be amended or supplemented after the effective date of the
Registration Statement.


(gg) "Registration Statement" means the Registration Statement on Form S-11
(File No. 333-xxxxx) filed by the Company, and any subsequent registration
statement relating thereto filed under Rule 462(b) of the Securities Act of
1933, as amended).


(hh) "REIT" means an entity that qualifies as a real estate investment
trust under the Code.


(ii) "Shareholders" means those persons who at any particular time are
shown as holders of record of shares on the books and records of the
Company.


(jj) "Termination Date" means the effective date of any termination of this
Advisory Agreement.


(kk) "Total Operating Expenses" means aggregate expenses of every character
paid or incurred by the Company as determined under generally accepted
accounting principles, including the Advisory Fee, but excluding:


(i) The expenses of raising capital such as Organization and
Offering Expenses, legal, audit, accounting, underwriting, brokerage,
registration and other fees, printing and other such expenses and tax
incurred in connection with the issuance, distribution, transfer and
registration of the shares;


(ii) Interest payments;


(iii) Taxes;


(iv) Non-cash expenditures such as depreciation, amortization and bad
debt reserves;


(v) Incentive Fees paid in compliance with Section 9.02 of this
Advisory


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Agreement; and


(vi) Acquisition Fees, Acquisition Expenses, real estate commissions
on resale of property and other expenses connected with the
acquisition, disposition and ownership of real estate interests,
mortgage loans or other property (such as the costs of foreclosure,
insurance premiums, legal services, maintenance, repair and
improvement of property).


(ll) "Total Property Cost" means, with regard to any Property, an amount
equal to the sum of the Contract Purchase Price of such Property plus the
Acquisition Fees paid in connection with such Property.


(mm) "Valuation" means an estimate of value of the assets of the Company as
determined by a person approved by the Independent Directors, which person
shall be independent of the Company and the Advisor.


ARTICLE 2
APPOINTMENT


2.01. Appointment. The Company appoints the Advisor to serve as its investment advisor on the terms and conditions set out in this Advisory Agreement, and the Advisor accepts such appointment.


ARTICLE 3
DUTIES OF THE ADVISOR


3.01. Duties of the Advisor. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, as each may at any time and from time to time be amended, the Advisor shall, either directly or by engaging an Affiliate:


(a) Serve as the Company's investment and financial advisor and provide
research and economic and statistical data in connection with the Company's
assets and investment policies;


(b) Provide the daily management of the Company and perform and supervise
the various administrative functions reasonably necessary for the
management of the Company;


(c) Investigate, select, and, on behalf of the Company, engage and conduct
business with such persons as the Advisor deems necessary to the proper
performance of its obligations pursuant to this Advisory Agreement,
including but not limited to consultants, accountants, correspondents,
lenders, technical advisors, attorneys, brokers, underwriters, corporate
fiduciaries, escrow agents, depositaries, custodians, agents for
collection, insurers, insurance


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agents, banks, builders, developers, property owners, mortgagors, and any
and all agents for any of the foregoing, including Affiliates of the
Advisor, and persons acting in any other capacity deemed by the Advisor
necessary or desirable for the performance of any of such services,
including but not limited to entering into contracts in the name of the
Company with any of the such persons;


(d) Consult with the officers and Directors of the Company and assist the
Directors in the formulation and implementation of the Company's financial
policies, and, as necessary, furnish the Directors with advice and
recommendations with respect to the making of investments consistent with
the investment objectives and policies of the Company and in connection
with any borrowings proposed to be undertaken by the Company;


(e) Locate, analyze and select potential investments in securities,
Property and Loans;


(f) Structure and negotiate the terms and conditions of transactions
pursuant to which investments in securities, Properties and Loans will be
made, purchased or acquired b ...