Preview | Advisory Agreement |

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT, dated as of February 14, 2007 (the Agreement), is between ORANGE REIT, INC., a corporation organized under the laws of the State of Maryland (the Company) and ORANGE ADVISORS, LLC., a limited liability company organized under the laws of the State of New Jersey (the Advisor).

WHEREAS, the Company filed with the Securities and Exchange Commission a Registration Statement (No. 333-131677) on Form S-11 covering common shares (the Offering), par value $0.01, to be offered to the public;

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

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities available to 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 of Directors of the Company, all as provided herein; and

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

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

(1) Appointment. The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

(2) Duties of the Advisor. The Advisor has responsibility for the day-to-day operations of the Company, including administering the Companys bookkeeping and accounting functions, serving as the Companys consultant in connection with policy decisions to be made by the Board of Directors of the Company, managing the Companys properties and rendering other services as the Board of Directors deems appropriate. The Advisor is subject to the supervision of the Board of Directors and has only such functions as are delegated to it. In performance of its duties, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:

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

(b) 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 hereunder, 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 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 the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;

(c) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Companys policies relating to acquisition and disposition of properties and finance, 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;

(d) subject to the provisions of Paragraphs 2(f) and 3 hereof, (i) research, analyze and select potential investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties will be made by the Company; (iii) make investments in Properties on behalf of the Company 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 the investments in, Property; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;

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