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M A N A G E M E N T A G R E E M E N T

This Agreement is entered into between th e Fall River Redevelopment Authority, hereinafterreferred to as "Redevelopment Authority", an d Jobs fo r Fall River, Inc., hereinafter referred to as"JOBS".

WHEREAS, the Redevelopment Authority is charged with the development and management ofa 160+/- acre site know n as the Fall River Co mm erce Park fo r industrial/commercial purposes an d withthe d eve lopm ent of the City Pier and the prop osed Fall River Ex ecutive Park, and other activitieswithin it s mission an d statutory authority;WHEREAS, th e Redevelopm ent Authority currently has no paid full t ime staff members an dcan benefit from J O B S ' deve lopm ent and managem ent expertise and, as such, JOB S can pro vide staffsupport to the Redevelopm ent A uthority for these projects; andW HER EAS, i t is the express w ish of the Redevelopment Au thority that this Agreement serve asa f ramework fo r development services offered by JOBS; an dWHEREAS, it is the intent of neither party to merge into one organizational entity;NOW THERE FORE, in consideration of the mutual promises exchanged herein and other goodand valuab le conside ration, the parties h ereto agree as follow s:

1. Work Statement:JOBS shall provide administrative support to the Redevelopment Authority for the developmentand management of the Fall River Commerce Park, th e Fall River City Pier, th e proposedExecutive Park and subsequent projects that are requested by the R edevelopment A uthority andagreed betwee n the parties, in the following areas:a. Staffing: JOBS will provide staff support to the Redevelopment Authority and itsfunctional com m ittees. The Marketing Director will be available to wo rk with theRedevelopm ent Au thority and its functional committees as to all matters relative to themarketing of Fall River Commerce Park, City Pier an d proposed Executive Park.

JOBS Executive Vice-President will oversee and coord inate JOB S staff participation inthis Management Agreement.b. Real Estate C om m ittee: The JOBS staff will assist the Redevelopment Authority alongwith a succe ssful applicant in the compilation of financial inform ation by which the FallRiver Commerce Park Real Estate Committee shall make a credit evaluation. At thedirection of the Chairman of that committee, th e Finance Director will collect an d submiany and all financial records that are required by the Redevelopment Authority. Nothingherein contained w ill obligate the Redevelopm ent Au thority to provide JOBS with anyfinancial inform ation relative to the Redevelopm ent Authori ty .

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c. Land Developm ent: JOB S shall provide adm inistrative support to the Redevelopm entAuthority with respect to its activities. Upon notification of a potential prospect orinquiry about real estate, the JOBS staff w ill prepare an appropriate communication to theChairman of the Redevelopment Authority. The content of this comm unication shall bedetermined by the Redevelopment Authority and will be ready for signature within 48hours of the initial contact. JOB S will provide timely copies of all correspondencerelative to the Redevelopment Authority's property and projects.

d. Tenant Association: JOB S will assist the Redevelopment A uthority in the form ation,organization an d ongoing administration of a tenant association for Com merce Park.e. Marketing: The JOBS staff will work in conjunction with the Redevelopment A uthorityregarding the development of a marketing plan and related budget for Commerce Park,City Pier, and proposed Executive Park.f. JOBS Executive Vice President will serve as a liaison to the city government regardingmunicipal issues as they affect the projects. The Executive Vice-President will work inconjunction with the Redevelopment Au thority 's legal counsel on issues such as zoning,

signage an d infrastructure.g. JOBS will provide a monthly report on all of its transactions as they pertain to theRedevelopment A uthority. In addition, th e JOBS staff will prepare th e appropriateproject descriptions and transaction summaries regarding real estate financing.h. Special Projects: JOBS will provide staff support to the Redevelopment A uthority forspecial projects determined to be appropriate in the promotion of Com merce Park an dother Redevelopment A uthority properties and in the recruitment of new industry. Thesespecial projec ts might include, but are not limited to :

Master Plan development and environm ental permitting Direct call program in target markets Group presentations to targeted audiences both do me stic and international in nature Grant preparation Regulator}' compliance filings

2. Reports:JOBS will provide the Redevelopment Authority with a monthly report and an annual report.

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3. Compensation:In consideration of the services provided to it by JOBS, as delineated in items l(a) through (g )above, the Redevelopment Authority wil l pay to JOBS, the sum of Six Thousand Tw o HundredFifty ($6,250.00) Dollars per month during th e term of this Agreement ("Base Compensation").In addition to Base Compensation, JOBS shall receive four (4%) percent of the sales price ofeach parcel of real estate sold as additional compensation, subject to the follow ing limits. In anygiven term year, additional compensation shall not exceed $15,000.00. In the term year w ithinwhich additional compen sation is earned, the additional compen sation equal to or less than$15,000.00 shall be prorated over the remaining months of the term year and paid to JOBSmonthly. If any given term year the additional com pensation earned shall exceed $15,000.00,the amount in excess of $15,000.00 shall be credited and paid in subsequent term years, proratedon a monthly basis, up to the maximum of $15,000.00 additional compensation per term year.In any event, additional compensation shall not exceed $45,000.00 over th e three term years.The parties acknow ledge an d agree that all costs associated w ith Special Projects pursuant toItem l(h) above (including JOBS staff costs) shall be bo rne by the Redevelopm ent Authority inaddition to the Base Compensation, but all such expenditures must be pre-approved by theRedevelopment Authority.

4. Period of Performance:This Agreem ent shall be for a term of three (3) years com men cing on M ay 10, 2007 and shallcontinue until May 9, 2010.

5. Records:On behalf of the Redevelopment Authority shall maintain a full and detailed accounting andrecord of all activities and financial transactions in conformance with M.G.L. 12 IB andaccepted audit practice s. No thing herein w ill obligate th e Redevelopment Authority to provideJOB S w ith any financial inform ation relative to the Redevelopm ent Authority.

6. Termination:This Agreement is subject to termination for convenience or cause by either party upon 180 daywritten notice of the intent to terminate.

7. Amendments:This Agreement can be amended upon th e written request by either party w ith th e mutualagreement of both parties. A ny amendments shall be formally incorporated into this Agreem enin writing.

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Executed as of May 10,2 p07 .Fall River Redevelopment j '" v/ ^j^^"\ ^ ^Edgar J. St. Bierre, Chairman

Jobs fo r Fall'River, Inc.;Alan A. X mara l, President

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FIRST AMENDM ENTTOMANAGEMENT AGREEMENTDATED MAY 10, 2007

The Fall River Redevelopment Authority, hereinafter referred to as "Redevelopment Authority"and Jobs for Fall River, Inc., herea fter referred to as "JOBS", in consideration of mutual premisesexchanged herein, agree to a men d the Management A greement dated May 10,2007 to add additionalterms as follows:

1. Staffing: In addition to previous duties, JOBS shall provide oversight and negotiationservices as necessary on behalf of the Redevelopment Authority with r-espect to the ThirdStreet Garage License Agreement dated December 31,2001, as amended or-extended, thePearl Street Garage License Agreement dated December 31 , 2001 as amended andextended, and any future agreements all pertaining to tide management and care of theThird Street and Pearl Street garages and associated surface parking areas.2. Compensation: JOBS shall receive additional compensation of One thousand tw ohundred an d fifty ($1,250.00) per month during the term of thisAgreement.Executed as of January 1,2009.Pall River Redev elopm ent Authority

M. Almeida, Chairman

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