THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into this 2nd day of
December 2008, by and between American Rental Management Company, a Delaware corporation (the
“Company”), and Edwin L. Kelly (the “Consultant”).
WHEREAS, the Company is a wholly-owned subsidiary of American Community Properties Trust
(“ACPT”) and provides management and other services to ACPT;
WHEREAS, the Consultant has been an executive officer of the Company for numerous years and
therefore possesses unique and valuable experience and expertise relating to the Company;
WHEREAS, in order to provide continuity of management and to take advantage of the Consultant’s
expertise, ACPT, through the Company, wishes to secure the services of the Consultant, and the Consultant
wishes to provide such services, in accordance with the terms and subject to the conditions provided herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to be
bound by the following terms and conditions:
A. The Company hereby engages the Consultant, and the Consultant hereby agrees, to serve as
principal business consultant to ACPT and the Company, and shall be available to provide consulting services as
requested from time to time by the Board of Trustees of ACPT (the “Board”) or the Chief Executive
Officer. The Consultant shall report directly to the Chief Executive Officer and shall render such services to
ACPT as are customarily rendered by a consultant, including, but not limited to, advising ACPT on general
business strategies, strategic opportunities, and other matters related to the business of ACPT and its affiliates.
B. The Consultant shall not be required to provide more than 250 hours of services during each
year that this Agreement is in effect.
The term of this Agreement (the “Term”) shall commence on the date hereof, shall continue for a term of
one year (“Term”), and sha