For of Property Management Agreements

SCHEDULE AND FORM OF
PROPERTY MANAGEMENT AGREEMENTS
BETWEEN
MONTGOMERY REALTY GROUP, INC.,
AND
DIVERSIFIED INVESTMENT & MANAGEMENT CORPORATION


On February 6, 2006, Montgomery Realty Group, Inc. ("Montgomery") entered into property management contracts with Diversified Investment & Management Corporation for the following properties:


1. Glen Oaks Apartment Complex located at 1007 East Rundberg
Lane, Austin, Texas; the fair market value used in section 2.1 of the
agreement is Three Million Seven Hundred Twenty Thousand Dollars
($3,720,000).


2. Ashdale Gardens Apartment Complex located at 2450 Ashdale
Drive, Austin, Texas; the fair market value used in section 2.1 of the
agreement is Two Million Ninety Thousand Dollars ($2,090,000).


3. London Square Apartment Complex located at 2400 Town Lake
Circle, Austin Texas; the fair market value used in section 2.1 of the
agreement is is Three Million Three Hundred Thousand Dollars
($3,300,000).


A form of the Property Management Contract follows:


Page 1 of 10


SCHEDULE AND FORM OF PROPERTY MANAGEMENT CONTRACT/[____________] APARTMENTS


PROPERTY MANAGEMENT CONTRACT
FOR
[______________] APARTMENTS
AUSTIN, TEXAS


THIS PROPERTY MANAGEMENT CONTRACT (hereinafter "Contact") is made effective this 7th day of July 2005 by and between MONTGOMERY REALTY GROUP, INC., a Nevada Corporation (hereinafter "Owner"), having principal place of business at 400 Oyster Point Boulevard, Suite 415, South San Francisco, California 94080, and DIVERSIFIED INVESTMENT & MANAGEMENT CORPORATION (hereinafter "Manager"), a duly organized California corporation, having is principal place of business at 400 Oyster Point Boulevard, Suite 415, South San Francisco, California 94080 and its Regional Office located at 2101 Burton Drive, Austin, Texas.


NOW, THEREFORE, in consideration of the mutual promises set forth herein, Owner and Manager agree as follows:


1. Appointment of Manager. Owner hereby appoints Manager as the exclusive representative of Owner to manage and operate the [________] Apartment Complex (hereinafter "Property"), owned by Owner and located at [______________], City of Austin, County of Travis, State of Texas.


2. Compensation of Manager. The fees set forth in subsection 2.1 below shall not apply to any Owner who, on the effective date, has Two Hundred Fifty Million Dollars ($250,000,000) or more in real estate asset currently under management with Manager.


2.1 Owner shall pay to Manager, prior to the close of the calendar year within which this Contract becomes effective, a fee based upon the following rate scale:


Fair Market Value Start-Up Fees
----------------- -------------


Start-Ups $ 00.0
$0 - $10,000,000 $10,000.00 per million
Over $10,000,000 $ 1,000.00 per million


The fair market value of this Property is [_____________] ($[_________]) and the start-up fee is Zero Dollars ($0.0).


2.2 Manager shall receive a management fee of three percent (3%) of all income generated from the Property, together with reimbursement for all payroll and third party ependitures. In the event Manager employs a cooperating broker to rent part or all of the Property, the fee of Manager shall be increased to cover the fee of the cooperating broker to the extent of the participation of the cooperating broker in such activity, but in no event, shall the total fee be more than six percent (6%) of the gross rent to be derived from the Property, unless otherwise previously approved by Owner.


Page 2 of 10


SCHEDULE AND FORM OF PROPERTY MANAGEMENT CONTRACT/[____________] APARTMENTS


3. Payments to Owner. Manager shall remit to Owner, at monthly intervals, the check of Manager for the net amount due Owner. A sum to be determined by Manager, with the approval of Owner, shall be retained by Manager for the account of Owner as a reserve for the payment of secured indebtedness, including, but not limited to, taxes, licenses, insurance, repairs, and other expenses that my be anticipated, but are not due at the time of the remittance to Owner.


4. Authority and Powers of Manager. Owner hereby grants Manager the following authority and powers and agrees to assume the expenses in connection therewith:


4.1 Manager shall use due diligence to attract and retain lessees of the Property.


4.2 Manager shall take reasonable steps to collect all rent due, or enforce collection thereof, and shall perform all reasonable acts on behalf and for the protection of Owner in the collection of such amounts.


4.3 Manager shall:


(a) sign, renew, and/or cancel eases for such
space or units;


(b) collect rents due or to become due and give
receipts therefore;


(c) terminate tenancies and sign and serve in
the name of Owner such notices as are
appropriate;


(d) institute and prosecute action;


(e) evict tenants and recover possession of
space or units;


(f) sue for and recover, in the name of Owner,
rents and other sums due; and


(g) when expedient, with Owner's prior approval,
settle, compromise, and release such actions
or suits or reinstate such tenancies.


4.4 Manager shall manage the Property according to sound commercial practices.


4.5 Manger, acting in Owner's name, shall take such actions as may be necessary to enforce all warranties given in connection with construction of the Property or with manufacture items included therein. Owner shall furnish all necessary documents pursuant to the enforcement of these warranties.


4.6 Manager shall employ, direct, control, and discharge all persons performing regular services on the premises. All such persons shall be employees of Manager.


Page 3 of 10


SCHEDULE AND FORM OF PROPERTY MANAGEMENT CONTRACT/[____________] APARTMENTS


4.7 Manager shall advertise the availability for rental of space or units of the Property and to display "for rent" or "for lease" signs thereon.


4.8 Manager, in its own name, shall make contracts for electricity, gas, fuel, water, telephone, window cleaning, trash or rubbish hauling, and other services or such of them as Manager shall deem advisable. Manager agrees that all purchase and service contracts will be entered into at the most favorable prices and terms available and that such prices and terms shall unsure solely for the benefit of Owner. Manager shall be under a duty to secure for the credit to Owner any discount, commissions, or rebated obtainable as a result of such contracts.


4.9 Subject to the prior written approval of Owner, Manager may (a) establish tenant qualifications; (b) determine the dollar amount of security deposits and the dollar amount of cleaning deposition; (c) approve credit standing; and (d) determine the form of rental agreement to be executed by tenants.


4.10 Manager shall maintain and repair the Property in accordance with sound management practices and local codes. Such maintenance and repair shall include, without limitation, cleaning, painting, decorating, plumbing, carpentry, grounds care, and such other maintenance and repair work as may be necessary, subject to any limitation imposed by Owner in addition to those contained herein.


4.11 Incident to such maintenance and repair, the following provisions will apply:


(a) Special attention will be given to
preventative maintenance. To the greatest
extent feasible, the services of regular
maintenance employees will be used.


(b) Subject to Owner's prior approval, Manager
will contract with qualified independent
contractors for the maintenance and repair
of air conditioning systems and for
extraordinary repairs beyond the capability
of regular maintenance employees.


( ...