Exhibit 10.3
 
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                                THOMAS D. PESCHIO
                                       AND
                        GOVERNMENT PROPERTIES TRUST, INC.
 
         This Employment Agreement (the "Agreement"), dated as of September 30,
2003 ("Effective Date"), between Government Properties Trust, Inc., a Maryland
corporation (the "Company"), and Thomas D. Peschio, a resident of Nebraska (the
"Executive"):
 
         WHEREAS, the Executive has extensive experience in owning and operating
real estate companies which acquire, broker, lease and manage commercial real
estate and real estate investment entities and has previously served as the
President and as a Director of the Company's predecessor, Gen-Net Lease Income
Trust, Inc. ("Gen-Net"); and
 
         WHEREAS, the Company wishes to continue to employ the Executive in the
capacities and on the terms and conditions set out below, and the Executive
desires to continue such employment, in the capacities and on the terms and
conditions set forth below.
 
         NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
 
         1.       EMPLOYMENT.
 
                  (a) POSITIONS. The Executive shall be employed by the Company
         as its President and Chief Executive Officer ("CEO"). The Executive
         shall also serve as a member of the Company's initial Board of
         Directors and thereafter as elected.
 
                  (b) DUTIES. The Executive's principal employment duties and
         responsibilities shall be those duties and responsibilities customary
         for the positions of President and CEO and such other executive duties
         and responsibilities as the Board of Directors ("Board") shall from
         time to time reasonably assign to the Executive and as are set forth in
         the Company's Bylaws applying to the President and CEO. The Executive
         shall be responsible for and have authority over the day-to-day
         operational management of the Company. The Executive shall report
         directly to the Board. All other officers of the Company shall report
         to the Executive or such person(s) as the Executive may designate from
         time to time.
 
 
<PAGE>
 
                  (c) EXTENT OF SERVICES. Except for illnesses and vacation
         periods, the Executive shall devote a substantial majority of his time,
         attention and best efforts to the performance of his business duties
         and responsibilities under this Agreement. Notwithstanding the
         foregoing, Executive (i) may make any passive investment where he is
         not obligated or required to, and shall not in fact, devote any
         managerial efforts, (ii) may participate in charitable, academic,
         political or community activities and boards, and in trade or
         professional organizations, and (iii) may hold directorships in other
         companies consistent with the Company's conflict of interest policies
         and corporate governance guidelines as in effect from time to time.
 
         2. TERM. This Agreement shall be effective as of the Effective Date and
shall continue in full force and effect thereafter for a term of five (5) years
following the Effective Date. At the end of the five (5) year term this
Agreement shall be automatically extended for an additional one (1) year on each
anniversary of the Effective Date thereafter (the last day of each such term is
referred to herein as a "Term Date"), unless either party terminates this
Agreement not later than ninety (90) days prior to a Term Date by providing
written notice to the other party of such party's intent not to renew, or it is
sooner terminated pursuant to Section 7. For purposes of this Agreement, "Term"
shall mean the period of five (5) years following the Effective Date hereof plus
any extensions pursuant to this Section 2.
 
         3. BASE SALARY. The Company shall pay the Executive a base salary
annually (the "Base Salary"), which shall be payable in periodic installments
according to the Company's normal payroll practices. The initial Base Salary
shall be $350,000.00. The Board or the Compensation and Human Resources
Committee of the Company (the "Compensation Committee") shall review the Base
Salary at least once a year to determine whether the Base Salary should be
increased effective January 1 of any year during the Term. For purposes of this
Agreement, the term "Base Salary" shall mean the amount established and adjusted
from time to time pursuant to this Section 3. The Base Salary shall be increased
for each calendar year during the Term by a percentage equal to the percentage
increase, if any, in the level of the CPI (as hereinafter defined) last
published prior to January 1 of the year in question over the level of the CPI
published in 2003. The Base Salary for any year, as increased under this
Section, shall not be subsequently reduced notwithstanding any reduction in the
level of the CPI.
 
         The term "CPI" means the Consumer Price Index now known as the U.S.
Bureau of Labor and Statistics Consumer Price Index for Urban Wage Earners and
Clerical Workers, all Items for the Omaha, Nebraska SMSA. If the CPI shall be
discontinued, the foregoing calculation shall be made using a reasonably
equivalent successor or comparable measure of increase in the cost of living in
Omaha, Nebraska.
 
 
                                    2 of 20
<PAGE>
 
         4. ANNUAL INCENTIVE BONUS. The Executive shall be entitled to receive
an annual cash incentive bonus for each fiscal year during the Term of this
Agreement consistent with a bonus policy ("Bonus Policy") adopted by the
Compensation Committee.
 
         The Bonus Policy shall be applied under the following conditions: 1)
the first year the Bonus Policy shall be in effect is 2004; 2) For 2004 and
thereafter, the Compensation Committee and the Executive shall mutually agree,
by no later than March 31, on three (3) sets of financial performance goals for
the Company, based on Funds from Operations or Total Return to Shareholders and
the Company's audited financials for the prior year. If the first or threshold
set of goals is met by the Company, the Compensation Committee shall award the
Executive a cash bonus equal to forty percent (40%) of his Base Salary for the
prior year, as adjusted in Section 3 if applicable. If the second or target set
of goals is met by the Company, the Compensation Committee shall alternatively
award the Executive a cash bonus equal to sixty percent (60%) of his Base Salary
for the prior year, as adjusted in Section 3 if applicable. If the third or
maximum set of goals is met by the Company, the Compensation Committee shall
alternatively award the Executive a cash bonus equal to eighty percent (80%) of
his Base Salary for the prior year, as adjusted in Section 3 if applicable; and
3) A bonus shall be awarded and paid not more than thirty (30) days after the
Compensation Committee has received the final audited financial statements for
the Company for the prior year. All Bonus Policy award calculations shall be
based on the Company's most recent audited financial statements. If the Company
fails to achieve the threshold performance goals applicable for the year in
question, nothing herein shall be construed to prevent the Compensation
Committee from recommending to the Board of Directors and the Board thereafter
approving a cash bonus to the Executive based on terms determined to be fair,
reasonable and equitable by a majority of disinterested Board members.
 
         5. STOCK GRANT. The Executive shall receive, not later than March 31,
2004, a one-time grant of restricted and unregistered shares of the Company's
voting common stock in a numerical amount equal to 0.625% of the number of
shares issued pursuant to the Company's public offering of its voting common
stock (rounded to the next whole share) which is anticipated to occur in late
2003. In no event shall the stock grant to the Executive provided for in this
Section 5 exceed an amount worth in excess of one million dollars
($1,000,000.00) based on the Issue Price of the Common Stock on the Effective
Date of the Company's Secondary Offering, assuming the shares issued pursuant to
the grant have the same value as the Company's trading shares. The shares of
common stock granted to the Executive pursuant to this Section 5 shall be issued
and shall vest to him at the rate of twenty percent (20%) per annum until fully
issued and vested, said issue date or dates to be set by agreement between the
Compensation Committee and the Executive. Notwithstanding anything to the
contrary, the Company shall pay either the dividends themselves or, in lieu
thereof, an amount equal to the
 
 
                                    3 of 20
<PAGE>
 
Executive's dividends declared based on the total number of shares granted to
the Executive under this Section 5, rather than the number of shares vested.
 
         6.       BENEFITS.
 
                  (a) VACATION. The Executive shall be entitled to twenty (20)
         business days of vacation per full calendar year. Upon termination, the
         Executive shall be entitled to cash in lieu of any unused vacation
         time. Vacation time shall accrue in whole from year-to-year.
 
                  (b) SICK AND PERSONAL DAYS. The Executive shall be entitled to
         sick and personal days on an as needed basis.
 
                  (c)      BENEFIT PLANS.
 
                           (i) PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The
                  Executive and his spouse and eligible dependents, if any, and
                  their respective designated beneficiaries where applicable,
                  will be eligible for and entitled to participate in any
                  Company sponsored employee benefit plans, including but not
                  limited to benefits such as group health, dental, accident,
                  disability insurance, group life insurance, and a 401(k) plan,
                  as such benefits may be offered from time to time, on a basis
                  no less favorable than that applicable to any other executive
                  of the Company.
 
                           (ii) DEFERRED COMPENSATION PLAN. The Company may
                  adopt a deferred compensation plan for the benefit of the
                  Executive. The terms and conditions of the plan will be
                  negotiated between the Compensation Committee and the
                  Executive. The plan shall, at a minimum, provide for full
                  vesting of all benefits in not more than five (5) years.
 
                  (d)      OTHER BENEFITS.
 
                           (i) CAR ALLOWANCE. The Company shall pay Executive a
                  monthly car allowance of $1,200.00 (or lease a car of his
                  selection for his exclusive use), plus related operating
                  expenses, taxes, insurance and fees which shall be reconciled
                  at the end of each fiscal year.
 
                           (ii) TAX PREPARATION AND FINANCIAL PLANNING. The
                  Company shall pay or promptly reimburse the Executive for
                  costs incurred by him in connection with tax preparation and
                  financial planning assistance, to be furnished by such
                  advisors as chosen by the Executive, up to a maximum aggregate
                  of $7,500.00 annually.
 
 
                                    4 of 20
<PAGE>
 
                           (iii) DIRECTORS AND OFFICERS INSURANCE. During the
                  Term and thereafter for a period sufficient to include any
                  claims made within applicable statute of limitations, the
                  Executive shall be entitled to director and officer insurance
                  coverage for his acts and omissions while an officer and
                  director of the Company on a basis no less favorable to him
                  than the coverage provided to any other current officers and
                  directors.
 
                           (iv) DISABILITY INSURANCE. By June 30, 2004, the
                  Company shall acquire and maintain, at its cost, supplemental
                  renewable long-term disability insurance for the benefit of
                  the Executive as agreed to by the Company and the Executive.
 
                           (v) LIFE INSURANCE. By June 30, 2004, the Company
                  shall purchase on the life of the Executive a whole life
                  insurance policy with a death benefit of $500,000.00 with the
                  Executive (or his assignee) as the owner of the policy and
                  with the right to designate the beneficiary of the death
                  benefit, provided that the Executive's health and other
                  underwriting conditions are satisfactory (or in lieu thereof,
                  at the Executive's election, the Company may assume the
                  payment of premiums for insurance policies in a like amount
                  currently in existence, all other provisions of Section
                  6(d)(v) applying). The premiums paid on this policy shall be
                  imputed as income to the Executive, and the Company will pay
                  to the Executive such additional amount as necessary to have
                  no federal, state or local tax effect on the Executive (the
                  "Executive Life Insurance Program"). The Executive Life
                  Insurance Program shall be issued by an AA or better rated (by
                  AM Best) insurer. The Company will obtain bids for this
                  program and review the final program with the Executive and
                  the Compensation Committee for approval.
 
                           (vi) EXPENSES, OFFICE AND SUPPORT. The Executive
                  shall be entitled to reimbursement of all reasonable expenses,
                  in accordance with the Company's policy as in effect from time
                  to time and on a basis no less favorable than that applicable
                  to any other executive of the Company, including, without
                  limitation, telephone, reasonable travel and reasonable
                  entertainment expenses incurred by the Executive in connection
                  with the business of the Company, promptly upon the
                  presentation by the Executive of appropriate documentation.
                  The Executive shall also be entitled to appropriate office
                  space, administrative and technological support, and such
                  other facilities and services as are suitable to the
                  Executive's positions and adequate for the performance of the
                  Executive's duties.
 
 
                                    5 of 20
<PAGE>
 
                           (vii) GENERAL. Subject to the provisions of each of
                  the respective plans, the Company shall provide to the
                  Executive all benefits which other employees of the Company
                  are entitled to receive, in accordance with the terms and
                  conditions of any policies or plans applicable to such
                  benefits. The Executive shall likewise participate in any
                  additional benefit as may be established during the term of
                  this Agreement, by standard written policy of the Company.
                  Notwithstanding anything herein to the contrary, the Company
                  shall not be obligated to institute, maintain, or refrain from
                  changing perquisite, so long as such changes applicable to the
                  Executive are equally applicable to other executives of the
                  Company (i.e., the benefits of the Executive will not be
                  singled out for reduction or modification in a manner
                  inconsistent to that provided to other executives of the
                  Company).
 
         7.       EMPLOYMENT TERMINATION.
 
                  (a) VOLUNTARY TERMINATION DUE TO RETIREMENT OR OTHERWISE. In
         the event the Executive's employment is terminated, while this
         Agreement is in force, by reason of voluntary retirement by the
         Executive or other voluntary reasons, the Executive's benefits shall be
         determined in accordance with the Company's defined benefit, deferred
         compensation, health, disability and life insurance plans or policies,
         then in effect.
 
                  Upon the effective date of such termination, the Company shall
         pay to the Executive his full Base Salary (at the amount then in effect
         as provided in Section 3 herein), accrued vacation pay, unreimbursed
         business expenses, and all other items earned by and owed to the
         Executive through and including the Effective Date of Termination. The
         Executive also shall receive a pro rata bonus payment under the Bonus
         Policy, based upon the level of achievement of the pre-established
         performance goals up through and including the Effective Date of
         Termination, as determined in good faith by the Board, plus all other
         benefits to which the Executive has a vested right to at that time. The
         Company's obligation to pay and provide to the Executive Base Salary,
         annual bonus and any unvested shares reserved pursuant to the stock
         grant (as provided in Sections 3, 4 and 5 herein, respectively), shall
         immediately thereafter expire and the Company and the Executive
         thereafter shall have no further obligations under this Agreement.
 
                  (b) TERMINATION DUE TO DEATH OR TOTAL DISABILITY. In the event
         of the death or Total Disability (defined below), of the Executive
         during the term of this Agreement, the Company shall pay, according to
         the terms established by the Executive or his authorized
         representative, to the Executive or the Executive's surviving spouse,
         other authorized representative or other beneficiary as so designated
         by the Executive during his lifetime, or to the
 
 
                                    6 of 20
<PAGE>
 
         Executive's estate, as appropriate, the Executive's Base Salary, as
         adjusted for the CPI, accrued vacation pay, unreimbursed business
         expenses, and all other items earned by and owed to the Executive
         through and including the Effective Date of Termination and the annual
         cash bonus equal to the prior year's bonus or $150,000.00, whichever is
         greater, for the remainder of the Term of this agreement or for a
         period of three (3) years, whichever is greater. In addition, any
         unvested portion of the stock granted under Section 5 shall immediately
         vest for the Executive's benefit and be promptly distributed to the
         same recipient receiving Executive's Base Salary.
 
                  The Company's obligation to provide to or for the Executive
         his Base Salary, annual bonus, and stock grant (as provided in Sections
         3, 4 and 5 herein, respectively), shall immediately thereafter expire
         and, the Company shall have no further obligations under this
         Agreement.
 
                  In the event that the Executive is unable to perform his
         duties herein for a period of more than one hundred eighty (180)
         calendar days in the aggregate, whether or not consecutive, during any
         period of twelve (12) consecutive months, or in event of the Board's
         reasonable expectation that the Executive's Disability will exist for
         more than a period of one hundred eighty (180) calendar days during any
         period of twelve (12) consecutive months based on the medical opinions
         of two qualified and unaffiliated physicians ("Total Disability"), the
         Company shall have the right to terminate this Agreement and the
         Executive's employment hereunder. However, the Board shall deliver
         written notice to the Executive of the Company's intent to terminate
         for Total Disability at least ninety (90) calendar days prior to the
         Effective Date of such termination.
 
                  The term "Disability" shall mean, for all purposes of this
         Agreement, the incapacity of the Executive, due to injury, illness,
         disease, or bodily or mental infirmity, to engage in the performance of
         substantially all of the usual duties of employment as President and
         Chief Executive Officer, as contemplated by Section 1 herein, such
         Disability to be determined by the Board of Directors upon receipt of
         and in reliance on competent medical advice from two or more
         individuals selected by the Board and acceptable to the Executive who
         are qualified to give such professional medical advice.
 
                  It is expressly understood that the Disability of the
         Executive for a period of one hundred eighty (180) calendar days or
         less in the aggregate during any period of twelve (12) consecutive
         months, in the absence of any reasonable expectation that his
         Disability will exist for more than such a period of time, shall not
         constitute a failure by him to perform his duties hereunder and shall
         not be deemed a breach or default and the Executive shall receive full
         compensation for
 
 
                                    7 of 20
<PAGE>
 
         any such period of Disability or for any other temporary illness or
         incapacity during the term of this Agreement.
 
                  (c) WITH CAUSE. At the election of the Company and subject to
         the provisions of this Section 7(c), Executive shall be terminated
         immediately upon written notice by the Company to the Executive of his
         termination for Cause. For purposes of this Agreement, "Cause" for
         termination shall be deemed to exist solely in the event of (i) the
         conviction of the Executive of, or the entry of a plea of guilty or
         nolo contendere by the Executive to, a felony (exclusive of any felony
         relating to negligent operation of a motor vehicle and not including a
         conviction, plea of guilty or nolo contendere arising solely under a
         statutory provision imposing criminal liability upon the Executive on a
         per se basis due to the Company offices held by the Executive, so long
         as any act or omission of the Executive with respect to such matter was
         not taken or omitted in contravention of any applicable policy or
         directive of the Board), (ii) a willful breach of his duty of loyalty
         which is materially detrimental to the Company, (iii) a willful failure
         to perform or adhere to explicitly stated duties that are consistent
         with the terms of this Agreement, or the Company's reasonable and
         customary guidelines of employment or reasonable and customary
         corporate governance guidelines or policies, including without
         limitation any business code of ethics adopted by the Board, or to
         follow the lawful directives of the Board (provided such directives are
         consistent with the terms of this Agreement), which, in any such case,
         continues for thirty (30) days after written notice from the Board to
         the Executive, or (iv) gross negligence or willful misconduct in the
         performance of the Executive's duties. For purposes of this Section
         7(c), no act, or failure to act, on the Executive's part will be deemed
         "gross negligence" or willful misconduct" unless done, or omitted to be
         done, by the Executive not in good faith and without a reasonable
         belief that the Executive's act, or failure to act, was in the best
         interest of the Company. The parties agree that in order to terminate
         the Executive pursuant to subsections (ii) through (iv) hereof, the
         Company shall first be required to prove to the reasonable satisfaction
         of the Executive that he engaged in improper conduct under these
         subsections, and if the Executive shall not agree with the Company's
         assessment of his conduct, then the Executive shall not be terminated
         until an arbitrator, as provided for in Section 12, has determined that
         the Executive's conduct constituted improper conduct under the
         applicable subsection.
 
                  In the event the Executive is terminated for Cause, he shall
         be entitled to the compensation and other benefits set forth in Section
         7(a). In the event the Executive is terminated without Cause, he shall
         be entitled to the compensation and other benefits set forth in Section
         7(b) in addition to accrued vacation pay, unreimbursed business
         expenses, and all other items earned by and owed to the Executive
         through and including the Effective Date of Termination.
 
 
                                    8 of 20
<PAGE>
 
                  (d) FOR GOOD REASON. Executive may terminate his employment,
         at his election, for Good Reason. For purposes of this Agreement, "Good
         Reason" shall mean any of the following actions or omissions, provided
         the Executive notifies the Company of his determination that Good
         Reason exists within one hundred eighty (180) days of the action or
         omission on which such determination is based:
 
                           (i) a material reduction of the Executive's duties or
                  responsibilities, a change in reporting requirements, or the
                  assignment to the Executive of any duties, responsibilities,
                  or reporting requirements that are inconsistent with his
                  position as President and Chief Executive Officer, as the case
                  may be,
 
                           (ii) an involuntary reduction in the Executive's
                  then-outstanding Base Salary,
 
                           (iii)  a Change in Control of the Company,
 
                           (iv) a material reduction or loss of employee
                  benefits, in the aggregate, both in terms of the amount of the
                  benefit and the level of the Executive's participation
                  therein, enjoyed by the Executive under the employee benefit
                  and welfare plans of the Company, including without limitation
                  such benefits as group health, dental, 401(k), accident,
                  disability insurance, or group life insurance, that is caused
                  by the Company except as it required by applicable law,
 
                           (v) absent the Executive's prior written consent, the
                  requirement by the Company that the principal place of
                  business at which the Executive performs his duties be changed
                  to a location that is outside the Omaha, Nebraska MSA, or
 
                           (vi) a breach by the Company of any provision of this
                  Agreement that continues for a period of thirty (30) days
                  after Executive provides written notice to the Company of such
                  breach.
 
                           "Change in Control" means:
 
                           (i) The Board of Directors accepts, or recommends to
                  the Company's shareholders the acceptance, of an offer from
                  any "Person" (other than (w) those Persons in control of the
                  Company as of the Effective Date, (x) any Person or Persons
                  acting on behalf of the Company in a distribution of stock to
                  the public, or (y) a trustee or other fiduciary
 
 
                                    9 of 20
<PAGE>
                  holding securities under an employee benefit plan of the
                  Company, or (z) a corporation owned directly or indirectly by
                  the stockholders (immediately prior to such transaction) of
                  the Company in substantially the same proportions as their
                  ownership of stock of the Company) to become the beneficial
                  owner, directly or indirectly, of securities of the Company
                  representing thirty percent (30%) or more of the combined
                  voting power of the Company's then outstanding securities; or
 
                           (ii) The Board of Directors approves or recommends to
                  the Company's shareholders: (A) a plan of complete or
                  substantial liquidation of the Company; or (B) an agreement
                  for the sale or disposition of all or substantially all the
                  Company's assets; or (C) a merger, consolidation, or
                  reorganization of the Company with or involving any other
                  corporation or entity, other than a merger, consolidation, or
                  reorganization that would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) at
                  least eighty-five percent (85%) of the combined voting power
                  of the voting securities of the Company (or such surviving
                  entity) outstanding immediately after such merger,
                  consolidation, or reorganization.
 
         In the event the Executive elects to terminate this Agreement for Good
         Reason, he shall be entitled to the compensation and other benefits
         set forth in Section 7(b) hereof.
 
                  (e) TERMINATION ON FAILURE TO RENEW AT TERM DATE. In the event
         the Company does not renew this Agreement at a Term Date, then
         Executive shall receive a lump sum payment equal to two (2) years of
         the most recent Base Salary plus the average of his bonus awarded
         pursuant to the Bonus Policy for the previous two (2) years and full
         acceleration of all unvested shares reserved under the stock grant
         pursuant to Section 5. Additionally, Company shall pay expense
         reimbursements and all other compensation related payments that are
         payable as of the Term Date that are related to his period of
         employment preceding the Term Date, including pay in lieu of accrued,
         but unused, vacation.
 
                  (f) TERMINATION INVOLUNTARY AND WITHOUT CAUSE. In the event
         Executive is terminated without cause or the Executive resigns from the
         Company for Good Reason or the Company fails to renew the Executive's
         Employment Agreement, the Company shall continue for a twelve (12)
         month period from the Effective Date of termination, the Executive's
         medical, group term life and disability insurance, the Executive Life
         Insurance Program and, if applicable, Medicare supplemental coverages.
         These benefits shall be provided by the Company at the same premium to
         the Executive, and at the same coverage
 
 
                                    10 of 20
<PAGE>
 
         levels in effect at the time of termination. The benefits set forth
         herein shall be provided to the Executive in compliance with the terms
         of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). These
         benefits will be discontinued prior to the end of the twelve (12) month
         period in the event the Executive receives substantially similar
         benefits from a subsequent employer, as determined in good faith by the
         Board of Directors. For purposes of enforcing this subsection, to the
         extent necessary for the Company to make an off-set deduction, the
         Executive shall have a duty to keep the Company informed as to the
         terms and conditions of any subsequent employment and the corresponding
         benefits from employment and shall provide or cause to provide to the
         Company, in writing, correct, complete and timely information
         concerning the same.
 
         8. TERMINATION OF AUTHORITY. Immediately upon the Executive terminating
or being terminated from his employment with the Company for any reason,
notwithstanding anything else appearing in this Agreement or otherwise, the
Executive will stop serving the functions of his terminated or expired
positions, and shall be without any of the authority or responsibility for such
position. On request of the Board at any time following his termination of
employment for any reason, the Executive shall resign from the Board if then a
member.
 
         9.       EXCISE TAX.
 
                  (a) In the event that any payment or benefit received or to be
          received by the Executive in connection with termination of the
          Executive's employment (regardless of cause and whether pursuant to
          the terms of this Agreement or any other plan, arrangement or
          agreement with the Company, any person whose actions result in a
          change in control or any person affiliated with the Company or such
          person) (all such payments and benefits being hereinafter called
          "Total Payments"), such that the Executive will be subject (in whole
          or in part) to the excise tax imposed under Code Section 4999 ("Excise
          Tax") on such payments and benefits, then the Company shall pay to the
          Executive an additional amount (the "Gross-Up Payment") such that the
          net amount retained by the Executive, after deduction of the Excise
          Tax and any federal, state or local tax on the Gross-Up Payment, will
          be equal to the Total Payments. For purposes of determining the amount
          of the Gross-Up Payment, the Executive shall be deemed to pay federal
          income taxes at the highest marginal rate of federal income taxation
          in the calendar year in which the Gross-Up Payment is to be made and
          state and local income taxes at the highest marginal rate of taxation
          in the state and locality of the Executive's residence on such date,
          net of the maximum deduction in federal income taxes which could be
          obtained from deduction of such state and local taxes.
 
 
                                    11 of 20
<PAGE>
 
                  (b) The Executive or the Company may request, prior to the
          time any payments under this Agreement are made, a determination of
          whether any or all of the Total Payments will be subject to the Excise
          Tax and, if so, the amount of such Excise Tax and the federal, state
          and local tax imposed on the Gross-Up Payment. If such a determination
          is requested, it shall be made promptly, at the Company's expense, by
          tax counsel selected by the Executive and approved by the Company
          (with such approval not being unreasonably withheld), and such
          determination shall be conclusive and binding on both parties. The
          Company agrees to provide any information reasonably requested by such
          tax counsel. Tax counsel may engage accountants or other experts, at
          the Company's expense, to the extent deemed necessary or advisable for
          them to reach a determination. For these purposes, the term "tax
          counsel" shall mean a law firm with expertise in federal income tax
          matters.
 
                  (c) In the event that the Excise Tax is subsequently
          determined to be less than the amount taken into account hereunder,
          the Executive will repay to the Company, at the time that the amount
          of such reduction in Excise Tax is finally determined, the portion of
          the Gross-Up Payment attributable to such reduction plus that portion
          of the Gross-Up Payment attributable to the Excise Tax and federal,
          state and local income tax imposed on the Gross-Up Payment, without
          any interest thereon. In the event that the Excise Tax is determined
          to exceed the amount taken into account hereunder, the Company will
          make an additional Gross-Up Payment in respect of such excess and in
          respect of any portion of the Excise Tax with respect to which the
          Company had not previously made a Gross-Up Payment (plus any interest,
          penalties or additions payable by the Executive with respect to such
          excess and such portion) at the time that the amount of such excess is
          finally determined, without any interest thereon.
 
                  (d) Each party agrees to notify the other party, in writing,
          of any claim that, if successful, would require the payment by the
          Company of a Gross-Up Payment or might entitle the Company to a refund
          of all or part of any previous Gross-Up Payment. Such notification
          shall be given as soon as practicable but no later than ten (10)
          business days after the Executive or Company is informed in writing of
          such claim or otherwise becomes aware of such claim. If notice of the
          claim arose as a result of a claim made against the Executive by a
          taxing authority, Executive shall not pay such claim prior to the
          expiration of the thirty (30) day period following the date on which
          he gives notice to the Company. If the Company notifies the Executive
          in writing prior to the expiration of such period that it desires to
          contest such claim, the Executive shall: (i) give the Company any
          information reasonably requested by the Company relating to such
          claim, (ii) take such action in connection with contesting such claim
          as the Company shall reasonably request in writing from time to time,
          including, without limitation, accepting legal representation with
          respect to such claim by
 
 
                                    12 of 20
<PAGE>
 
         an attorney selected by the Executive and approved by the Company in
         good faith in order to effectively contest such claim, and (iii) permit
         the Company to reasonably participate in any proceedings relating to
         such claim. The Company shall bear and pay directly all costs and
         expenses (including legal fees and additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         the Executive harmless, on an after-tax basis, for any Excise Tax
         (including interest and penalties with respect thereto) imposed as a
         result of such representation and payment of costs and expense.
 
                  (e) Notwithstanding the foregoing, the Company shall control
         all audits and proceedings taken in connection with any claim, audit or
         proceeding involving Excise Taxes or Gross-Up Payments and, at its sole
         option, may pursue or forego any and all administrative appeals,
         proceedings, hearings and conferences with the taxing authority in
         respect of any such claim, audit or proceeding and may, at its sole
         option, either direct the Executive to pay the tax claimed and sue for
         a refund or contest the tax in any permissible manner, and the
         Executive agrees to prosecute such contest to a determination before
         any administrative tribunal, in a court of initial jurisdiction and in
         one or more appellate courts, as the Company shall determine; provided,
         however, that if the Company directs the Executive to pay such tax and
         sue for a refund, the Company shall advance the amount of such payment
         to the Executive (including interest or penalties with respect thereto)
         and shall indemnify and hold the Executive harmless, on an after-tax
         basis, for any Excise Tax or income tax (including interest or
         penalties with respect thereto) imposed with respect to such advance or
         with respect to any imputed income with respect to such advance. The
         Company shall be required to consult with and keep the Executive fully
         apprised of developments and actions being considered or taken with
         respect to such claim, audit or proceeding. The Company's control of
         the contest shall be limited to issues with respect to which such a
         Gross-Up Payment would be payable or refundable hereunder and the
         Executive shall be entitled to settle or contest, as the case may be,
         any other issue. Each party agrees to keep the other party fully
         apprised of developments concerning such claim, audit or proceeding and
         to cooperate with the other in good faith in order to effectively
         resolve such claim, audit or proceeding.
 
                   (f) For purposes of this Section, a determination of whether
         a payment is subject to Excise Taxes, including but not limited to, a
         determination of change in control, shall be made pursuant to Internal
         Revenue Code Section 280G.
 
         10. CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges
that certain assets of the Company constitute Confidential Information. The term
"Confidential Information" as used in this Agreement shall mean all information
which is known only to the Executive or the Company, other employees of
 
 
                                    13 of 20
<PAGE>
 
the Company, or others in a confidential relationship with the Company, and
relating to the Company's business including, without limitation, information
regarding clients, customers, pricing policies, methods of operation,
proprietary Company programs, sales products, profits, costs, markets, key
personnel, formulae, product applications, technical processes, and trade
secrets, as such information may exist from time to time, which the Executive
acquired or obtained by virtue of work performed for the Company, or which the
Executive may acquire or may have acquired knowledge of during the performance
of said work. The Executive shall not, during or after the Term, disclose all or
any part of the Confidential Information to any person, firm, corporation,
association, or any other entity for any reason or purpose whatsoever, directly
or indirectly, except as may be required pursuant to his employment hereunder,
unless and until such Confidential Information becomes publicly available other
than as a consequence of the breach by the Executive of his confidentiality
obligations hereunder by law or in any judicial or administrative proceeding (in
which case, the Executive shall provide the Company with notice). In the event
of the termination of his employment, whether voluntary or involuntary and
whether by the Company or the Executive, the Executive shall deliver to the
Company all documents or data of any kind or any reproductions (in whole or in
part) or extracts of any items relating to the Confidential Information. The
Company acknowledges that prior to his employment with the Company, the
Executive has lawfully acquired extensive knowledge of the industries and
businesses in which the Company engages in business, and that the provisions of
this Section 10 are not intended to restrict the Executive's use of such
previously acquired knowledge.
 
         In the event that the Executive receives a request or is required (by
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose all or any part of the Confidential
Information, the Executive agrees to (a) promptly notify the Company in writing
of the existence, terms and circumstances surrounding such request or
requirement, (b) consult with the Company on the advisability of taking legally
available steps to resist or narrow such request or requirement, and (c) assist
the Company in seeking a protective order or other appropriate remedy. In the
event that such protective order or other remedy is not obtained or that the
Company waives compliance with the provisions hereof, the Executive shall not be
liable for such disclosure unless disclosure to any such tribunal was caused by
or resulted from a previous disclosure by the Executive not permitted by this
Agreement.
 
         11.      ASSIGNMENT.
 
                  (a) ASSIGNMENT BY THE COMPANY. This Agreement may and shall be
         assigned or transferred to, and shall be binding upon and shall inure
         to the benefit of, any successor of the Company, and such successor
         shall be deemed substituted for all purposes for the "Company" under
         the terms of this
 
 
                                    14 of 20
<PAGE>
 
         Agreement. As used in this Agreement, the term "successor" shall mean
         any person, firm, corporation, or business entity which at any time,
         whether by merger, purchase, or otherwise, acquires all or essentially
         all of the assets of business of the Company. Notwithstanding such
         assignment, the Company shall remain, with such successor, jointly and
         severally liable for all its obligations hereunder.
 
                  Failure of the Company to obtain such agreement prior to the
         effectiveness of any such succession shall be a breach of this
         Agreement and shall immediately entitle the Executive to compensation
         from the Company in the same amount and on the same terms as the
         Executive would be entitled to as provided in Section 7(b) and 7(f)
         herein.
 
                  Except as herein provided, this Agreement may not otherwise be
         assigned by the Company.
 
                  (b) ASSIGNMENT BY EXECUTIVE. This Agreement shall inure to the
         benefit of and be enforceable by the Executive's personal or legal
         representatives, executors, and administrators, successors, heirs,
         distributees, devisees, and legatees. If the Executive should die while
         any amounts payable to the Executive hereunder remain outstanding, all
         such amounts, unless otherwise provided herein, shall be paid in
         accordance with the terms of this Agreement to the Executive's devisee,
         legatee, or other designee or, in the absence of such designee, to the
         Executive's estate.
 
                  Executive shall not assign any obligations or responsibilities
         he has under this Agreement.
 
         12.      DISPUTES.
 
                  (a) EQUITABLE RELIEF. The Executive acknowledges and agrees
         that upon any breach by the Executive of his obligations under Sections
         1(b) or 10 hereof, the Company will have no adequate remedy at law, and
         accordingly will be entitled to specific performance and other
         appropriate injunctive and equitable relief.
 
                  (b) ARBITRATION. In the event that there is any claim or
         dispute arising out of or relating to this Agreement or the breach
         hereof, and the parties hereto shall not have resolved such claim or
         dispute within sixty (60) days after written notice from one party to
         the other setting forth the nature of such claim or dispute, then such
         claim or dispute shall be settled exclusively by binding arbitration in
         Omaha, Douglas County, Nebraska, in accordance with the Employment
         Dispute Resolution Rules of the American Arbitration Association
 
 
                                    15 of 20
<PAGE>
 
         ("Rules") , by an arbitrator mutually agreed upon by the parties hereto
         or, in the absence of such agreement, by an arbitrator selected
         according to such Rules. Notwithstanding the foregoing, if either the
         Company or the Executive shall request, such arbitration shall be
         conducted by a panel of three (3) arbitrators, one selected by the
         Company, one selected by the Executive and the third selected by
         agreement of the first two arbitrators, or in the absence of such
         agreement, in accordance with such Rules. Judgment upon the award
         rendered by such arbitrator(s) shall be entered in any Court having
         jurisdiction thereof upon the application of either party. The parties
         agree to use their reasonable best efforts to have such arbitration
         completed as soon as is reasonably practicable. Notwithstanding
         anything herein to the contrary, the losing party shall pay the
         reasonable costs and expenses (including reasonable attorney fees and
         expenses) of the prevailing party with respect to such arbitration,
         except the Executive, if he is the losing party, shall not be required
         to pay such expenses and costs if the claim relates to statutory
         discrimination claims that he would not otherwise be required to pay if
         such claim had been brought in a court of competent jurisdiction.
 
         13. INDEMNIFICATION. The Company shall indemnify the Executive, to the
maximum extent permitted by applicable law, against all costs, charges and
expenses incurred or sustained by the Executive on a current basis, including
the cost of legal counsel and accountants selected and retained by the Executive
in connection with any action, suit or proceeding to which the Executive may be
made party involuntarily by reason of the Executive being or having been an
officer, director or employee of the Company.
 
         14. COOPERATION IN FUTURE MATTERS. The Executive hereby agrees that for
a period of twelve (12) months following his termination of employment, he shall
cooperate with the Company's reasonable requests relating to matters that
pertain to the Executive's employment by the Company, including, without
limitation, providing information or limited consultation as to such matters,
participating in legal proceedings, investigations or audits on behalf of the
Company, or otherwise making himself reasonably available to the Company for
other related purposes. Any such cooperation shall be performed at scheduled
times taking into consideration the Executive's other commitments, and the
Executive shall be compensated at a reasonable hourly or per diem rate to be
agreed upon by the parties to the extent such cooperation is required on more
than an occasional and limited basis. The Executive shall not be required to
perform such cooperation to the extent it conflicts with any requirements of
exclusivity of services for another employer or otherwise, nor in any manner
that in the good faith belief of the Executive would conflict with his rights
under or ability to enforce this Agreement. Notwithstanding anything herein to
the contrary, no cooperation shall be required from the Executive after his
termination during any
 
 
                                    16 of 20
<PAGE>
 
period of time in which the Executive is in a dispute with the Company
concerning any compensation or arrangement or other benefit provided for herein.
 
         15.      GENERAL.
 
                  (a) NOTICES. All notices and other communications hereunder
         shall be in writing or by written telecommunication, and shall be
         deemed to have been duly given if delivered personally or if sent by
         overnight courier or by certified mail, return receipt requested,
         postage prepaid or sent by written telecommunication or telecopy, to
         the relevant address set forth below, or to such other address as the
         recipient of such notice or communication shall have specified in
         writing to the other party hereto, in accordance with this Section
         16(a).
 
                  If to the Company, to:   Government Properties Trust
                                           120 Regency Parkway, #116
                                           Omaha, Nebraska 68114
                                           Attn:  Chairman of the Board of
                                                  Directors
                                           Facsimile: 402-393-2402
 
         If to the Executive, at his last place of business and residence shown
         on the records of the Company.
 
         Any such notice shall be effective (i) if delivered personally, when
         received, (ii) if sent by overnight courier, when receipted for, (iii)
         if mailed, five (5) days after being mailed, and (iv) on confirmed
         receipt if sent by written telecommunication or telecopy, provided a
         copy of such communication is sent by regular mail, as described above.
 
                  (b) SEVERABILITY. If any provision of this Agreement is or
         becomes invalid, illegal or unenforceable in any respect under any law,
         the validity, legality and enforceability of the remaining provisions
         hereof shall not in any way be affected or impaired.
 
                  (c) WAIVERS. No delay or omission by either party hereto in
         exercising any right, power or privilege hereunder shall impair such
         right, power or privileges, nor shall any single or partial exercise of
         any such right, power or privilege preclude any further exercise
         thereof or the exercise of any other right, power or privilege.
 
                  (d) COUNTERPARTS. This Agreement may be executed in multiple
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and same instrument. In making
         proof of this
 
 
                                    17 of 20
<PAGE>
 
         Agreement, it shall not be necessary to produce or account for more
         than one such counterpart.
 
                  (e) ASSIGNS. This Agreement shall be binding upon and inure to
         the benefit of the Company's successors and the Executive's personal or
         legal representatives, executors, administrators, heirs, distributees,
         and legatees. For all purposes under this Agreement, the term "Company"
         shall include any successor to the Company's business and/or assets
         that executes and delivers an assumption agreement acceptable to
         Executive's legal counsel, such acceptance not to be unreasonably
         withheld, or that becomes bound by this Agreement by operation of law.
 
                  (f)      DEFINITIONS.
 
                           (i) "Effective Date" shall mean the date set forth in
                  any written notice as the date on which an action shall be
                  effective, except that the Effective Date for this Agreement
                  is the date on which the Company's contemplated 2003 offering
                  of its common stock is completed pursuant to the terms and
                  conditions of an Underwriting Agreement with Friedman,
                  Billings Ramsey and, further, that the Term Date shall control
                  in any matter involving a non-renewal of this Agreement
 
                           (ii) "Person" is defined as any natural person or any
                  legally recognized entity.
 
                  (g) CHANGE OF ACCOUNTING YEAR. In the event that the Company
         elects to change from a calendar to a fiscal accounting year, all
         terms and conditions herein premised on a calendar year shall be
         adjusted accordingly so as to not disadvantage the Executive in terms
         of rights and benefits provided herein.
 
                  (h) ENTIRE AGREEMENT. This Agreement contains the entire
         understanding of the parties, supersedes all prior agreements and
         understandings, whether written or oral, relating to the subject matter
         hereof and may not be amended except by a written instrument hereafter
         signed by the Executive and a duly authorized representative of the
         Board (other than the Executive).
 
                  (i) GOVERNING LAW. This Agreement and the performance hereof
         shall be construed and governed in accordance with the laws of the
         State of Nebraska, without giving effect to principles of conflicts of
         law.
 
 
                                    18 of 20
<PAGE>
 
                  (j) CONSTRUCTION. The language used in this Agreement shall be
         deemed to be the language chosen by the parties to express their mutual
         intent, and no rule of strict construction shall be applied against any
         party. The headings of Section of this Agreement are for convenience of
         reference only and shall not affect its meaning or construction.
         Whether any word is used herein in one gender, it shall be construed to
         include the other gender, and any word used in the singular shall be
         construed to include the plural in any case in which it would apply and
         vice versa.
 
                  (k) PAYMENTS AND EXERCISE OF RIGHTS AFTER DEATH. Any amounts
         payable hereunder after the Executive's death shall be paid to the
         Executive's designated beneficiary or beneficiaries, whether received
         as a designated beneficiary or by will or the laws of descent and
         distribution. The Executive may designate a beneficiary or
         beneficiaries for all purposes of this Agreement, and may change at any
         time such designation, by notice to the Company making specific
         reference to this Agreement. If no designated beneficiary survives the
         Executive or the Executive fails to designate a beneficiary for
         purposes of this Agreement prior to his death, all amounts thereafter
         due hereunder shall be paid, as and when payable, to his spouse, if she
         survives the Executive, and otherwise to his estate.
 
                  (l) CONSULTATION WITH COUNSEL. The Executive acknowledges that
         he has had a full and complete opportunity to consult with counsel or
         other advisers of his own choosing concerning the terms, enforceability
         and implications of this Agreement, and that the Company has not made
         any representations or warranties to the Executive concerning the
         terms, enforceability and implications of this Agreement other than as
         are reflected in this Agreement.
 
                  (m) WITHHOLDING. Any payments provided for in this Agreement
         shall be paid net of any applicable income tax withholding required
         under federal, state or local law.
 
                  (n) SURVIVAL. The provisions of Sections 7 through 15 shall
         survive the termination of this Agreement.
 
         IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
 
 
                                    19 of 20
<PAGE>
 
GOVERNMENT PROPERTIES TRUST, INC.           THOMAS D. PESCHIO
 
 
 
By:     /s/ Jerry D. Bringard                      /s/ Thomas D. Peschio
   --------------------------------         -----------------------------------
        Jerry D. Bringard
        Chairman of the Board
 
Dated: September 30, 2003               Dated: September 30, 2003
 
 
                                    20 of 20
 
</TEXT>
</DOCUMENT>