RENTAL AGENCY AGREEMENT

THIS RENTAL AGENCY AGREEMENT ("Agreement") is entered as of this, 200 , by and between NORTH-STAR Vacation Rentals (Agent"), and                                     ("Owner").

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A.          Owner is the owner of condominium unit number  ("Unit") NORTHSTAR Village , a condominium development ("Project") located in Truckee, California.

B.           Owner desires to employ Agent as Owner's exclusive agent for purposes of: (1) Renting and managing the Unit, and (2) operating a rental program ("Rental Program") for the Unit and other condominium units (collectively "Rental Program Units") in the Project.

Agent is willing to provide such services to Owner, on all of the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties, the parties hereby agree as follows:

1.           Exclusive Agent: Owner hereby employs Agent, an independent contractor, as Owner's exclusive agent during the Term, as defined in Section 9., for purposes of providing the Rental Services, as defined in Section 2., to Owner upon the terms and conditions hereinafter set forth.  Agent shall exercise Agent's best efforts to rent and manage the Unit and operate the Rental Program, on the terms and conditions set forth herein.  Owner shall not rent the Unit to any persons or entities other than through the services of Agent.

2.           Rental Services  Agent shall perform all of the management and rental services (collectively "Rental Services") set forth in Sections 2.a. and 2.b for the Unit and all other Rental Program Units, upon the terms and conditions hereinafter set forth.

a.           Rental

(1)          Agent's Obligations   Agent shall rent the Unit and other Rental Program Units to third persons ("Guests") on such terms and conditions as Agent, in Agent's sole discretion, shall determine, including, but not limited to, the duration of rental to Guests.  Agent understands that Owner expects Guests to take good care of the Unit as if it were their own home, and therefore Agent agrees to conduct screening interviews for purposes of determining which prospective renters would make suitable Guests.

(2)          Rental Rates  Agent shall, from time to time, establish rental rates for the Unit which, in Agent's judgment, attempt to maximize the rental income for the Unit.  Agent, in Agent's sole discretion, shall have the right to rent the Unit at rates less than the regularly advertised rental rate for the Unit in circumstances which include, but are not limited to, extended and continuous periods of occupancy by the same Guest and in situations wherein Agent deems it advantageous to charge a reduced rental rate.  With respect to rooms rented at rates which are lower than the regularly advertised rental rate, revenue will be credited to the Owners account at the amount of revenue actually received by Agent from the Guests.

(3)          Credit:   Agent, in Agent's sole discretion, may extend credit for the account of Owner to Guests and travel companies, by either directly billing such parties, or the acceptance of checks and credit cards, and agent shall use prudent business judgment as well as all reasonable efforts to collect all amounts due.

b.           Management:   Agent shall provide the following management services for all Rental Program Units:

(1)          Reservation Services: Agent shall perform reservation services, including booking reservations made by telephone, in writing, and other methods of communication.  Agent has installed a computerized reservations and accounting system at Agent's sole expense.

(2)          Front Desk: Agent shall provide registration services, concierge, including checking in of Guests, receipt of payments and other related services. 

(3)          Maid Service: Agent shall provide housekeeping services for Guests.  Housekeeping services shall consist of interior services necessary to make the Unit habitable and consistent with quality condominium resort practice, including, but not limited to: cleaning, making beds, removing trash, and replacing linen and other necessary supplies, at such times and in such amounts as determined by Agent.  Maid service will not happen on a daily basis, only after the departure.

(4)          Maintenance:  Agent shall provide personnel for minor interior maintenance and repair of the Unit at Owners expense, in order to keep the Unit suitable for occupancy.  Agent shall obtain the prior approval of Owner for maintenance expenditures in excess of FIVE Hundred Dollars ($500.00), provided Agent shall have the right to expend funds in excess of such amount for emergency repairs necessary to protect the Unit from damage and to maintain services to Guests.  Agent shall not be responsible for the replacement of any lost, stolen, damaged, or worn furniture, equipment, and accessory items.  Interior repair and maintenance amounting to Fifty ($50.00) or less per work order will be a Rental Services Expense.  Such repair and maintenance in excess of Twenty-Five Dollars ($50.00) per work order will be a Direct Owner Expense.

(5)          Accounting:  Agent shall maintain a complete set of accounting books on the accrual basis for the Unit which shall monitor all rental income and applicable expenditures for the Unit, according to generally accepted accounting principles.  Within thirty (30) days of the expiration of each month of the Term as defined hereinafter, Agent shall prepare and deliver to Owner financial reports ("Monthly Reports") for the Unit.  Supporting documentation for rental income for the Unit shall be made available.

(6)          Personnel Services: Agent shall hire, train, and supervise professional management and staff to operate the Rental Program.

(7)          Miscellaneous:  Agent shall provide other miscellaneous and incidental services which Agent, in Agent's sole discretion, deems appropriate or reasonably required for operation of a quality resort Rental Program.

(8)          Rules and Regulations: Subject to approval of the Association's Board of Directors, Agent shall from time to time promulgate such rules and regulations with respect to the use of the Unit for rental purposes as Agent shall determine to be appropriate.

(9)        Pets and Smoking: Agent shall include in any verbal or written agreement with Renters that no smoking and no pets are allowed in the unit.

3.           Owner's Obligations   

a.           Ownership Costs

(1)          Payment:  Owner shall promptly pay when due and payable all costs ("Ownership Costs") of ownership and maintenance of the Unit, including, without limitation, the following: assessments imposed by the Association, telephone and housekeeping charges for use by Owner, Owner's family and Owner's guests ("Owner's Guests").  A $300 deposit will be required upon signing of this agreement. To cover the costs of web design, photos, staging, meetings, consultation advertising, marketing.

(2)          Failure to Pay: Failure to cure any delinquency within sixty (60) days after notice will result in the suspension of Owner's right to participate in the Rental Program until such time as such delinquency is cured, but shall not relieve Owner's obligations to pay such delinquent costs, nor shall such supervision diminish in any way Agent's legal rights to pursue proper collection from Owner.

b.           Unit

• Initial Condition: Prior to the Commencement Date, Owner shall, at Owner's expense, furnish and equip the Unit in a manner suitable for rental in the Rental Program, as determined solely by Agent.  The commencement of the term of this agreement is conditioned upon Owner furnishing a furniture package including telephone, DSL(Wifi), DVD, furniture and color television satisfactory to Agent to ensure uniformity of quality and appropriateness for rental purposes.  Owner has provided two sets of sheets for each bed and sofa bed and sufficient linens.  Owner has also provided standard kitchen packages from Tahoe Mountain Resorts.

• Rental Condition: In order to maintain the Unit in rentable condition, Owner should deep clean the Unit twice a year. May include touch-up paint, wash duvets, blankets, pillows, carpet and make minor repairs once each year as an owners expense. The rate ranges from $400-800.  Agent shall from time to time make reasonable recommendations to Owner regarding acquisition and repair of certain items, including, but not limited to, furniture, fixtures, appliances, draperies, wall and floor coverings.  Owner may elect not to make the recommended improvements and hereby acknowledges that the rental of the Unit may be adversely affected.  If Owner elects not to follow Agent's recommendations, Agent shall have the right to refuse to rent the Unit after appropriate notice to the Owner.

• Direct Owner Expenses: As a direct expense to the Owner, the Agent shall provide cleaning service (departure clean) following use of the Unit by Owner, Owner's family and Owner's guests.  Any additional housekeeping or other rental services as may be requested by Owner, Owner's family and Owner's guests will also be provided by Agent as a Direct Owner Expense.  Direct Owner Expense shall also include the amounts as defined in Section 2.b.(4).  Direct Owner Expenses may be paid for at the time of checkout or subtracted from the Owner's Rental Income at the end of each month. 

                             1BST   Village loft      1BVC     2BVC     3BVC      5BVC    

5.           Agent Compensation: Agent shall be compensated for its services by each Owner according to the following schedule: Thirty percent (30%) of gross room revenue.  The management services described in Section 2.b. are covered as part of this compensation.

6.           Rental Income and Expenses 

b.  Distribution: Agent shall distribute the Owner's Distribution to Owner on a monthly basis to be mailed no later than 7 days following the end of each month unless otherwise directed.

7.           Rental by Owner: Owner shall be permitted to offer Owner's Unit to third parties selected by Owner and to refer third parties to Agent for rental of the Unit (collectively "Owner's Renters") subject to the following terms and conditions:

a.           Rental Rates: Owner or any Agent of Owner shall not advertise, promote, nor reserve for occupancy the Owner's Unit at rental rates less than Agent's then current published rates.

b.           Reservation Requests: Owner shall give Agent written notice of all reservation requests for Owner's Renters, subject to the notice requirements of paragraph 8.b herein.

c.           Agent's Responsibilities: Agent shall be solely responsible for:  (1) booking/lease agreements and confirmation of rental of the Owner's Unit to Owner's Renters subject to availability of such Unit; (2) collection of all deposits from Owner's Renters; (3) verifying the availability of such Unit for rental; (4) assigning such Unit to Owner's Renters; and (5) collecting the rent from Owner's Renters, (6) housekeeping, general maintenance, concierge, web design/photos, and marketing.

d.           Services:  Agent shall provide the same Rental Services as are provided to other Rental Program Guests to Owner's Renters and shall make the Rental Program facilities available to Owner's Renters upon the same terms and conditions as to other Rental Program Guests.

e.           Owner's Commission: Agent shall pay to Owner a commission ("Owner's Commission") equal to Seventy percent (70%) of Owner's Gross Receipts received by Agent from Owner's Renters during the Term for all periods including the holiday season period.

• Owner's Use: The Owner and Agent shall agree on a calendar for the season. To maximize rental income, it is recommend but not required to make holiday periods available for rent eg. Dec 20-Jan 6, Jan 18-20, Feb 11-24, June 28-July 6.  Any changes by the owner must be approved by the agent prior to usage in writing 30 days prior to arrival.  Unless, the owner would like use of his condo with short notice, based on availability.

a.           Obligation to Register: Prior to entering the Unit, Owner, Owner's family, Owner's Guests, and Owner's Renters shall notify Agent via telephone or email, provided that no such notification is necessary for dates on which Owner and Agent have already established Owner’s use (including Owner’s family and Guests) as part of the season calendar.  Owner acknowledges that Agent shall rent the Unit to Guests and during such periods of rental to Guests, Owner, Owner's family and Owner's Guests shall not use the Unit.

.            

9.           Term of Agreement.

              a.           Commencement Date: The term of this Agreement shall commence on October ___, 2008 ("Commencement Date") and shall continue, subject to Section 9.b, below, in full force until terminated by either party.

b.           Termination:

(1)          Mutual Right: Owner and Agent shall each have the option to terminate this Agreement without cause, provided the terminating party shall give ten (10) days' prior written notice to the other party.

(2)          Automatic:  This Agreement shall automatically terminate upon the closing of sale of the Unit during the Term.  In connection with such sale, Owner acknowledges the need of Agent to protect the privacy of Guests.  If the Unit is occupied by a Guest at the time a prospective purchaser wishes to inspect it, Agent shall respect the Guest's reasonable wishes with respect to inspection times.  Agent shall not divulge rental accounting information to anyone, including real estate agents, unless specifically instructed to do so by Owner.

c.           Reservations Honored: In the event of any termination of this Agreement as provided for in Sections 9.b or 17(h), Owner shall honor all confirmed rentals which cannot be transferred to another comparable Rental Program Unit, or in the case of a sale of the Unit, shall cause the purchaser of the Unit to honor all such rentals.  After the date of termination as provided herein, all costs and expenses of such rentals shall be Owner's responsibility.

d.           Advances by Agent: Upon termination of this Agreement by either party, Agent shall have the right to withhold from any rental proceeds due and payable to Owner, any advances made by Agent on behalf of the Rental Program, including, but not limited to (a) operating deficits for Owner's Unit, and (b) all other advances made by Agent on behalf of the rental of Owner's Unit.

10.         Fiscal Year: Not applicable. 

11.         Other Activities: Owner acknowledges that Agent manages and rents other condominium units in the Rental Program and in the State of California for the owners thereof that are comparable to and competitive with the Unit, and which may include Units owned by Agent or Agent's affiliates.  Agent shall use Agent's best efforts to be fair and to act in good faith in the selection of available units for rent, consistent with the preferences of renters for different types, sizes, qualities, locations, and rental rates of Units.  Agent shall use Agent's best efforts to manage the Unit impartially without favored treatment to any one owner or group of owners. Agent shall not pool any rental income from the Unit with rental income derived from other Rental Program Units.

12.         No Warranties: Owner acknowledges that Agent has made no warranties or representations of any kind to Owner nor shall any warranty or representation be deemed implied with respect to the number of nights that the Unit shall be rented under the Rental Program or the amount of Owner's Rental Profit to be obtained through the Rental Program. 

13.         Restrictions:  Owner acknowledges that restrictions and conditions of rental placed on the Unit by Owner may adversely affect Agent's ability to rent the Unit.  Agent shall not be obligated to rent the Unit if Owner imposes special restrictions or conditions on use of the Unit by Guests, and in such event either party may terminate this Agreement upon ten (10) days prior written notice to the other party.

14.         Indemnification and Insurance

a.           Indemnification:  Owner shall indemnify, defend and hold Agent harmless from and against any and all claims, liabilities, damages and losses arising out of any injury to or death of any person, and any damage, loss or destruction of any property occurring in, on, about or to the Unit, from any cause whatsoever arising from acts or omissions by Agent pursuant to the execution of its responsibilities under this Agreement, unless any such injury or damage is caused by the negligence or willful misconduct of Agent or of Agent's representatives or employees.

b.           Insurance

(1)          Owner's Insurance: Owner shall procure and maintain personal liability insurance ("Owner's Insurance") with respect to the Unit during the Term, with limits of not less than One Million Dollars ($1,000,000.00) per person and One Million Dollars ($1,000,000.00) per occurrence, or in a lesser amount acceptable by Agent, by an insurance carrier reasonably acceptable to Agent.  If Owner has "umbrella" insurance coverage adequate to meet the requirements set forth herein, such umbrella coverage shall be acceptable, provided the insurance carrier is reasonably acceptable to Agent.  Owner shall deliver certificates of Owner's Insurance to Agent upon request. 

(2)          Agent's Insurance: Agent shall, at Agent's expense, procure and maintain liability insurance with coverage limits of not less than Five Million Dollars ($5,000,000.00) per occurrence (umbrella coverage acceptable) and a fidelity bond ("Agent's Insurance") covering Agent and Agent's agents, representatives and employees during the Term. 

(3)          Failure:  If at any time during the Term, Owner's Insurance is not in full force and effect, Agent may terminate this Agreement upon ten (10) days notice.

15.         Review:  The Rental Program shall be audited or reviewed annually by a certified public accounting firm selected by and at the direction of the Board of Directors.  Copies of the annual financial statement shall be submitted to Rental Program owners no later than one hundred twenty (120) days following the end of the calendar year.  The cost shall be a Rental Service Expense.

16.         Trade-outs: Only permitted with written permission from the owner. 

17.         Miscellaneous

a.           No Partnership or Joint Venture: Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the Owner and Agent.

b.           Amendment:  No salesman, agent, employee, representative, agent, independent broker or any other person has any authority to modify the terms hereof or make any agreements, representations, or promises unless the same are set forth in a written instrument duly executed by Owner and executive officer of Agent.

• Notice:  All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or emailed or mailed, first-class postage prepaid, to the parties at the following addresses or such other addresses as may be established by notice duly given as provided herein:

Owner: __________________________________________________

__________________________________________________

                                        __________________________________________________

              email address: ______________________________________

Rental Disbursements issued to _________________________

Social Security Number ______________________________

(SS# must match distribution recipient's name)

Agent:                 North-Star Vacation Rentals

                            1724 Grouse Ridge Rd

                            Truckee, CA 96161

d.           Severability:  If any provision of this Agreement is held invalid or unenforceable, then remaining provisions of this Agreement shall remain valid and enforceable.

e.           Employees  All Rental Program personnel shall be hired as independent contractors of Agent and shall be hired, trained and terminated by Agent.  Rental Program personnel shall use the Agent's federal employer's identification number for all reporting purposes.

f.            Binding Effect: This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their legal representatives, successors and permitted assigns, provided that neither party shall assign this Agreement without the prior written approval from the other.

g.           Attorneys' Fees: In the event of any litigation regarding this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and court costs.

h.           Default:  Either party may terminate this Agreement upon ten (10) days prior written notice to the other party, if at any time during the Term, the other party hereto defaults with respect to the performance or any material provision of this Agreement, and following notice of such default, the defaulting party does not cure such default within ten (10) days after such notice.

i.            Entire Agreement: This Agreement represents the entire agreement between the parties and supersedes all prior agreements, understandings, correspondence and communications, both verbal and written.

j.            Governing Law: This Agreement shall be governed by the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in one (1) or more copies as of the day and year first above written.

"Owner"                                                                                               "Agent"

_______________________________                          NORTH STAR VACATION RENTALS  MANAGEMENT, INC.

(Please print name)

By: ____________________________                          By       ________________________________________