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                                  EXHIBIT 10.2

                           Form of Advisory Agreement


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                          FORM OF ADVISORY AGREEMENT

         THIS ADVISORY AGREEMENT,  dated as of __________,  2002, is between CNL
HOSPITALITY  PROPERTIES,  INC., a  corporation  organized  under the laws of the
State of Maryland  (the  "Company")  and CNL  HOSPITALITY  CORP.,  a corporation
organized under the laws of the State of Florida (the "Advisor").

                               W I T N E S S E T H

         WHEREAS, the Company filed with the Securities and Exchange Commission
a Registration Statement (No. 333-9943) on Form S-11 covering 16,500,000 of its
common shares ("Shares"), par value $.01, to be offered to the public ("Initial
Offering");

         WHEREAS, the Company filed with the Securities and Exchange Commission
a Registration Statement (No. 333-67787) on Form S-11 covering 27,500,000 of its
common shares ("1999 Offering"), par value $.01, to be offered to the public;

         WHEREAS, the Company filed with the Securities and Exchange Commission
a Registration Statement (No. 333-89691) on Form S-11 covering 45,000,000 of its
common shares (the "2000 Offering"), par value $.01, to be offered to the
public;

         WHEREAS, the Company filed with the Securities and Exchange Commission
a Registration Statement (No. 333-67124) on Form S-11 covering 45,000,000 of its
common shares (the "2002 Offering"), par value $.01, to be offered to the
public.

         WHEREAS, the Company filed with the Securities and Exchange Commission
a Registration Statement (No. 333-98047) on Form S-11 covering 175,000,000 of
its common shares (the "2003 Offering"), par value $.01, to be offered to the
public, and the Company may subsequently issue securities other than such Shares
("Securities") or otherwise raise additional capital;

         WHEREAS, the Initial Offering was terminated on June 17, 1999 and the
1999 Offering of 27,500,000 Shares commenced;

         WHEREAS, the 1999 Offering terminated on September 14, 2000 and the
2000 Offering of 45,000,0000 Shares commenced;

         WHEREAS, the 2000 Offering terminated on April 22, 2002 and the 2002
Offering of 45,000,000 Shares commenced;

         WHEREAS, the Company intends to commence the 2003 Offering of
175,000,000 Shares at such time that the 2002 Offering of 45,000,000 Shares is
terminated;

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

         WHEREAS, the Company desires to avail itself of the experience, sources
of information, advice, assistance and certain facilities available to the
Advisor and to have the Advisor undertake the duties and responsibilities
hereinafter set forth, on behalf of, and subject to the supervision, of the
Board of Directors of the Company all as provided herein; and

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

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

         (1) Definitions. As used in this Advisory Agreement (the "Agreement"),
the following terms have the definitions hereinafter indicated:

         Acquisition Expenses. Any and all expenses incurred by the Company, the
Advisor, or any Affiliate of either in connection with the selection or
acquisition of any Property or the making of any Mortgage Loan, whether or not
acquired, including, without limitation, legal fees and expenses, travel and
communications expenses, costs of appraisals, nonrefundable option payments on
property not acquired, accounting fees and expenses, and title insurance.

         Acquisition Fees. Any and all fees and commissions, exclusive of
Acquisition Expenses, paid by any person or entity to any other person or entity
(including any fees or commissions paid by or to any Affiliate of the Company or
the Advisor) in connection with making or investing in Mortgage Loans or the
purchase, development or construction of a Property, including, without
limitation, real estate commissions, acquisition fees, finder's fees, selection
fees, development fees, construction fees, nonrecurring management fees,
consulting fees, loan fees, points, or any other fees or commissions of a
similar nature. Excluded shall be development fees and construction fees paid to
any person or entity not affiliated with the Advisor in connection with the
actual development and construction of any Property.

         Advisor.  CNL Hospitality Corp., a Florida  corporation,  any successor
advisor to the Company,  or any person or entity to which CNL Hospitality  Corp.
or any successor advisor subcontracts substantially all of its functions.

         Affiliate or Affiliated. As to any individual, corporation,
partnership, trust or other association (other than the Excess Shares Trust),
(i) any Person or entity directly or indirectly through one or more
intermediaries controlling, controlled by, or under common control with another
person or entity; (ii) any Person or entity, directly or indirectly owning or
controlling ten percent (10%) or more of the outstanding voting securities of
another Person or entity; (iii) any officer, director, partner, or trustee of
such Person or entity; (iv) any Person ten percent (10%) or more of whose
outstanding voting securities are directly or indirectly owned, controlled, or
held, with power to vote, by such other Person; and (v) if such other Person or
entity is an officer, director, partner, or trustee of a Person or entity, the
Person or entity for which such Person or entity acts in any such capacity.

         Appraised Value. Value according to an appraisal made by an Independent
Appraiser.

         Articles of Incorporation. The Articles of Incorporation of the Company
under Title 2 of the Corporations and Associations Article of the Annotated Code
of Maryland, as amended from time to time.

         Asset Management Fee. The fee payable to the Advisor for day-to-day
professional management services in connection with the Company and its
investments in Properties and Mortgage Loans pursuant to this Agreement.

         Assets.  Properties and Mortgage Loans, collectively.

         Average Invested Assets. For a specified period, the average of the
aggregate book value of the assets of the Company invested, directly or
indirectly, in equity interests in and loans secured by real estate before
reserves for depreciation or bad debts or other similar non-cash reserves,
computed by taking the average of such values at the end of each month during
such period.

         Board of Directors or Board. The persons holding such office, as of any
particular time, under the Articles of Incorporation of the Company, whether
they be the Directors named therein or additional or successor Directors.

         Bylaws. The bylaws of the Company,  as the same are in effect from time
to time.

         Cause. With respect to the termination of this Agreement, fraud,
criminal conduct, willful misconduct or willful or negligent breach of fiduciary
duty by the Advisor, breach of this Agreement, a default by the Sponsor under
the guarantee by the Sponsor to the Company or the bankruptcy of the Sponsor.

         Change of Control. A change of control of the Company of such a nature
that would be required to be reported in response to the disclosure requirements
of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended, as enacted and in force on the date hereof (the "Exchange
Act"), whether or not the Company is then subject to such reporting
requirements; provided, however, that, without limitation, a change of control
shall be deemed to have occurred if: (i) any "person" (within the meaning of
Section 13(d) of the Exchange Act) is or becomes the "beneficial owner" (as that
term is defined in Rule 13d-3, as enacted and in force on the date hereof, under
the Exchange Act) of securities of the Company representing 8.5% or more of the
combined voting power of the Company's securities then outstanding; (ii) there
occurs a merger, consolidation or other reorganization of the Company which is
not approved by the Board of Directors of the Company; (iii) there occurs a
sale, exchange, transfer or other disposition of substantially all of the assets
of the Company to another entity, which disposition is not approved by the Board
of Directors of the Company; or (iv) there occurs a contested proxy solicitation
of the Stockholders of the Company that results in the contesting party electing
candidates to a majority of the Board of Directors' positions next up for
election.

         Code. Internal Revenue Code of 1986, as amended from time to time, or
any successor statute thereto. Reference to any provision of the Code shall mean
such provision as in effect from time to time, as the same may be amended, and
any successor provision thereto, as interpreted by any applicable regulations as
in effect from time to time.

         Company.  CNL  Hospitality  Properties,  Inc., a corporation  organized
under the laws of the State of Maryland.

         Company Property. Any and all property, real, personal or otherwise,
tangible or intangible, including Mortgage Loans, which is transferred or
conveyed to the Company (including all rents, income, profits and gains
therefrom), and which is owned or held by, or for the account of, the Company.

         Competitive Real Estate Commission. A real estate or brokerage
commission for the purchase or sale of property, which is reasonable, customary,
and competitive in light of the size, type, and location of the property. The
total of all real estate commissions paid by the Company to all Persons
(including the Subordinated Disposition Fee payable to the Advisor) in
connection with any Sale of one or more of the Company's Properties shall not
exceed the lesser of (i) a Competitive Real Estate Commission or (ii) six
percent of the gross sales price of the Property or Properties.

         Contract Purchase Price. The amount actually paid or allocated (as of
the date of purchase) to the purchase, development, construction or improvement
of property, exclusive of Acquisition Fees and Acquisition Expenses.

         Contract Sales Price. The total  consideration  received by the Company
for the sale of Company Property.

         Director.  A member of the Board of Directors of the Company.

         Distributions. Any distributions of money or other property by the
Company to owners of Equity Shares including distributions that may constitute a
return of capital for federal income tax purposes.

         Equipment.  The furniture, fixtures and equipment used at Hotel Chains.

         Equity Interest. The stock of or other interests in, or warrants or
other rights to purchase the stock of or other interests in, any entity that has
borrowed money from the Company or that is a tenant of the Company or that is a
parent or controlling Person of any such borrower or tenant.

         Equity  Shares.  Transferable  shares  of  beneficial  interest  of the
Company of any class or series, including common shares or preferred shares.

         Good Reason. With respect to the termination of this Agreement, (i) any
failure to obtain a satisfactory agreement from any successor to the Company to
assume and agree to perform the Company's obligations under this Agreement; or
(ii) any material breach of this Agreement of any nature whatsoever by the
Company.

         Gross Proceeds. The aggregate purchase price of all Shares sold for the
account of the Company through the 2003 Offering without deduction for Selling
Commissions, volume discounts, the marketing support fee, due diligence expense
reimbursements or Offering Expenses. For the purpose of computing Gross
Proceeds, the purchase price of any Share for which reduced Selling Commissions
are paid to the Managing Dealer or a Soliciting Dealer (where net proceeds to
the Company are not reduced) shall be deemed to be $10.00.

         Hotel Chains. The national and regional hotel chains, primarily limited
service, extended stay and full service chains, to be selected by the Advisor,
and who themselves or their franchisees will either (i) lease Properties
purchased by the Company, or (ii) become borrowers under Mortgage Loans.

         Independent   Appraiser.  A  qualified  appraiser  of  real  estate  as
determined by the Board. Membership in a nationally recognized appraisal society
such as the  American  Institute  of Real Estate  Appraisers  ("M.A.I.")  or the
Society of Real Estate Appraisers  ("S.R.E.A.") shall be conclusive  evidence of
such qualification.

         Independent Director. A Director who is not and within the last two
years has not been directly or indirectly associated with the Advisor by virtue
of (i) ownership of an interest in the Advisor or its Affiliates, (ii)
employment by the Advisor or its Affiliates, (iii) service as an officer or
director of the Advisor or its Affiliates, (iv) performance of services, other
than as a Director, for the Company, (v) service as a director or trustee of
more than three real estate investment trusts advised by the Advisor, or (vi)
maintenance of a material business or professional relationship with the Advisor
or any of its Affiliates. A business or professional relationship is considered
material if the gross revenue derived by the Director from the Advisor and
Affiliates exceeds 5% of either the Director's annual gross revenue during
either of the last two years or the Director's net worth on a fair market value
basis. An indirect relationship shall include circumstances in which a
Director's spouse, parents, children, siblings, mothers- or fathers-in-law,
sons- or daughters-in-law, or brothers- or sisters-in-law is or has been
associated with the Advisor, any of its Affiliates, or the Company.

         Independent Expert. A person or entity with no material current or
prior business or personal relationship with the Advisor or the Directors and
who is engaged to a substantial extent in the business of rendering opinions
regarding the value of assets of the type held by the Company.

         Initial  Offering.  The initial  public  offering  of up to  16,500,000
Shares that was completed on June 17, 1999.

         Invested Capital. The amount calculated by multiplying the total number
of Shares purchased by stockholders by the issue price, reduced by the portion
of any Distribution that is attributable to Net Sales Proceeds and by any
amounts paid by the Company to repurchase Shares pursuant to the Company's plan
for redemption of Shares.

         Joint Ventures.  The joint venture or general partnership  arrangements
in which the Company is a co-venturer or general  partner which are  established
to acquire Properties.

         Line of Credit. One or more lines of credit in an aggregate amount up
to $200,000,000, the proceeds of which will be used to acquire Properties and
make Mortgage Loans.

         Listing.  The  listing  of the  Shares  of the  Company  on a  national
securities exchange or over-the-counter market.

         Managing Dealer. CNL Securities Corp., an Affiliate of the Advisor,  or
such entity selected by the Board of Directors to act as the managing dealer for
the 2003 Offering.  CNL Securities Corp. is a member of the National Association
of Securities Dealers, Inc.

         Mortgage Loans. In connection with mortgage financing provided by the
Company, the notes or other evidence of indebtedness or obligations, which are
secured or collateralized by real estate, owned by the borrower.

         Net Income. For any period, the total revenues applicable to such
period, less the total expenses applicable to such period excluding additions to
reserves for depreciation, bad debts or other similar non-cash reserves;
provided, however, Net Income for purposes of calculating total allowable
Operating Expenses (as defined herein) shall exclude the gain from the sale of
the Company's assets.

         Net Sales Proceeds. In the case of a transaction described in clause
(i)(A) of the definition of Sale, the proceeds of any such transaction less the
amount of all real estate commissions and closing costs paid by the Company. In
the case of a transaction described in clause (i)(B) of such definition, Net
Sales Proceeds means the proceeds of any such transaction less the amount of any
legal and other selling expenses incurred in connection with such transaction.
In the case of a transaction described in clause (i)(C) of such definition, Net
Sales Proceeds means the proceeds of any such transaction actually distributed
to the Company from the Joint Venture. In the case of a transaction or series of
transactions described in clause (i)(D) of the definition of Sale, Net Sales
Proceeds means the proceeds of any such transaction less the amount of all
commissions and closing costs paid by the Company. In the case of a transaction
described in clause (ii) of the definition of Sale, Net Sales Proceeds means the
proceeds of such transaction or series of transactions less all amounts
generated thereby and reinvested in one or more Properties within 180 days
thereafter and less the amount of any real estate commissions, closing costs,
and legal and other selling expenses incurred by or allocated to the Company in
connection with such transaction or series of transactions. Net Sales Proceeds
shall also include, in the case of any lease of a Property consisting of a
building only, any Mortgage Loan, any amounts from tenants, borrowers or lessees
that the Company determines, in its discretion, to be economically equivalent to
proceeds of a Sale. Net Sales Proceeds shall not include, as determined by the
Company in its sole discretion, any amounts reinvested in one or more Properties
or Mortgage Loans, to repay outstanding indebtedness, or to establish reserves.

         1999 Offering. The 1999 public offering of 27,500,000 Shares that
commenced upon completion of the Initial Offering and was completed on September
14, 2000.

         Offering Expenses. Any and all costs and expenses, other than Selling
Commissions, the marketing support fee, due diligence expense reimbursements and
the Soliciting Dealer Servicing Fee incurred by the Company, the Advisor or any
Affiliate of either in connection with the qualification and registration of the
Company and the marketing and distribution of Shares, including, without
limitation, the following: legal, accounting and escrow fees; printing,
amending, supplementing, mailing and distributing costs; filing, registration
and qualification fees and taxes; telegraph and telephone costs; and all
advertising and marketing expenses, including the costs related to investor and
broker-dealer sales meetings.

         Operating Expenses. All costs and expenses incurred by the Company, as
determined under generally accepted accounting principles, which in any way are
related to the operation of the Company or to Company business, including (a)
advisory fees, (b) the Soliciting Dealer Servicing Fee, (c) the Asset Management
Fee, (d) the Performance Fee and (e) the Subordinated Incentive Fee, but
excluding (i) the expenses of raising capital such as Offering Expenses, legal,
audit, accounting, underwriting, brokerage, listing, registration, and other
fees, printing and other such expenses and tax incurred in connection with the
issuance, distribution, transfer, registration and Listing of the Shares, (ii)
interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation,
amortization and bad loan reserves, (v) the Advisor's subordinated 10% share of
Net Sales Proceeds, and (vi) Acquisition Fees and Acquisition Expenses, real
estate commissions on the sale of property, and other expenses connected with
the acquisition, and ownership of real estate interests, mortgage loans or other
property (such as the costs of foreclosure, insurance premiums, legal services,
maintenance, repair and improvement of property).

         Performance Fee. The fee payable to the Advisor upon termination of
this Agreement under certain circumstances if certain performance standards have
been met and the Subordinated Incentive Fee has not been paid.

         Permanent  Financing.  The financing to acquire Assets, to pay a fee of
4.5%  of  any  Permanent   Financing  as  Acquisition  Fees,  and  to  refinance
outstanding amounts on the Line of Credit.

         Person. An individual, corporation, partnership, estate, trust
(including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a
portion of a trust permanently set aside for or to be used exclusively for the
purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509(a) of the Code, joint stock company
or other entity, or any government or any agency or political subdivision
thereof, and also includes a group as that term is used for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, but does not
include (i) an underwriter that participates in a public offering of Equity
Shares for a period of sixty (60) days following the initial purchase by such
underwriter of such Equity Shares in such public offering, or (ii) CNL
Hospitality Corp., during the period ending December 31, 1997, provided that the
foregoing exclusions shall apply only if the ownership of such Equity Shares by
an underwriter or CNL Hospitality Corp. would not cause the Company to fail to
qualify as a REIT by reason of being "closely held" within the meaning of
Section 856(a) of the Code or otherwise cause the Company to fail to qualify as
a REIT.

         Property or Properties. (i) The real properties, including the
buildings located thereon, or (ii) the real properties only, or (iii) the
buildings only, which are acquired by the Company, either directly or through
joint venture arrangements or other partnerships.

         Prospectus. "Prospectus" means the same as that term as defined in
Section 2(10) of the Securities Act of 1933, including a preliminary Prospectus,
an offering circular as described in Rule 256 of the General Rules and
Regulations under the Securities Act of 1933 or, in the case of an intrastate
offering, any document by whatever name known, utilized for the purpose of
offering and selling securities to the public.

         Real Estate Asset Value. The amount actually paid or allocated to the
purchase, development, construction or improvement of a Property, exclusive of
Acquisition Fees and Acquisition Expenses.

         Registration  Statement.  The Registration Statement (No. 333-98047) on
Form S-11 registering the Shares to be sold in the 2003 Offering.

         REIT. A "real estate  investment  trust" under Sections 856 through 860
of the Code.

         Sale or Sales. (i) Any transaction or series of transactions whereby:
(A) the Company sells, grants, transfers, conveys, or relinquishes its ownership
of any Property or portion thereof, including the lease of any Property
consisting of the building only, and including any event with respect to any
Property which gives rise to a significant amount of insurance proceeds or
condemnation awards; (B) the Company sells, grants, transfers, conveys, or
relinquishes its ownership of all or substantially all of the interest of the
Company in any Joint Venture in which it is a co-venturer or partner; (C) any
Joint Venture in which the Company as a co-venturer or partner sells, grants,
transfers, conveys, or relinquishes its ownership of any Property or portion
thereof, including any event with respect to any Property which gives rise to
insurance claims or condemnation awards; or (D) the Company sells, grants,
conveys or relinquishes its interest in any Mortgage Loan or portion thereof,
including any event with respect to any Mortgage Loan which gives rise to a
significant amount of insurance proceeds or similar awards, but (ii) not
including any transaction or series of transactions specified in clause (i)(A),
(i)(B), or (i)(C) above in which the proceeds of such transaction or series of
transactions are reinvested in one or more Properties within 180 days
thereafter.

         Securities. Any Equity Shares, Excess Shares, as such term is defined
in the Company's Articles of Incorporation, any other stock, shares or other
evidences of equity or beneficial or other interests, voting trust certificates,
bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as "securities" or any certificates of interest, shares or
participations in, temporary or interim certificates for, receipts for,
guarantees of, or warrants, options or rights to subscribe to, purchase or
acquire, any of the foregoing.

         Shares.  The common shares of the Company.

         Soliciting Dealers. Broker-dealers who are members of the National
Association of Securities Dealers, Inc., or that are exempt from broker-dealer
registration, and who, in either case, have executed participating broker or
other agreements with the Managing Dealer to sell Shares.

         Soliciting  Dealer  Servicing  Fee.  An annual fee of .20% of  Invested
Capital  (calculated  using Shares sold only in the Initial  Offering,  the 2000
Offering and the 2002  Offering) on December 31 of each year,  commencing in the
year  following  the year in which the  Initial  Offering  terminated,  the 2000
Offering terminates or the 2002 Offering terminates,  as applicable,  payable to
the Managing  Dealer,  which in turn may reallow all or a portion of such fee to
the  Soliciting  Dealers  whose  clients  hold Shares  purchased  in the Initial
Offering, the 2000 Offering or the 2002 Offering, as applicable, on such date.

         Sponsor. Any Person directly or indirectly instrumental in organizing,
wholly or in part, the Company or any Person whom will control, manage or
participate in the management of the Company, and any Affiliate of such Person.
Not included is any Person whose only relationship with the Company is that of
an independent property manager of Company assets, and whose only compensation
is as such. Sponsor does not include independent third parties such as
attorneys, accountants, and underwriters whose only compensation is for
professional services. A Person may also be deemed a Sponsor of the Company by:

         a.  taking the  initiative,  directly  or  indirectly,  in  founding or
organizing  the  business  or  enterprise  of the  Company,  either  alone or in
conjunction with one or more other Persons;

         b. receiving a material participation in the Company in connection with
the founding or organizing of the business of the Company,  in  consideration of
services or property, or both services and property;

         c. having a substantial  number of relationships  and contacts with the
Company;

         d. possessing significant rights to control Company properties;

         e. receiving fees for providing  services to the Company which are paid
on a basis that is not customary in the industry; or

         f. providing  goods or services to the Company on a basis which was not
negotiated at arms length with the Company.

         Stockholders.  The registered holders of the Company's Equity Shares.

         Stockholders' 8% Return. As of each date, an aggregate amount equal to
an 8% cumulative, noncompounded, annual return on Invested Capital.

         Subordinated  Disposition  Fee.  The  Subordinated  Disposition  Fee as
defined in Paragraph 9(c).


         Subordinated  Incentive  Fee.  The fee  payable  to the  Advisor  under
certain circumstances if the Shares are listed on a national securities exchange
or over-the-counter market. The Subordinated Incentive Fee will not be paid if
Listing occurs on the Pink Sheets or the OTC Bulletin Board.


         Termination Date.  The date of termination of the Agreement.

         Total Proceeds. The Gross Proceeds plus loan proceeds from Permanent
Financing, and, with regard to Gross Proceeds received in the 2002 Offering,
amounts outstanding on the Line of Credit that are used to acquire Properties.

         Total Property Cost. With regard to any Company Property, an amount
equal to the sum of the Real Estate Asset Value of such Property plus the
Acquisition Fees paid in connection with such Property.

         2%/25% Guidelines. The requirement pursuant to the guidelines of the
North American Securities Administrators Association, Inc. that, in any 12 month
period, total Operating Expenses not exceed the greater of 2% of the Company's
Average Invested Assets during such 12 month period or 25% of the Company's Net
Income over the same 12 month period.

         2000 Offering. The 2000 public offering of 45,000,000 Shares that
commenced upon completion of the 1999 Offering.

         2002 Offering. The 2002 public offering of 45,000,000 Shares that
commenced upon completion of the 2000 Offering.

         2003 Offering. The 2003 public offering of 175,000,000 Shares that will
commence upon completion of the 2002 Offering.

         Valuation.  An  estimate  of  value of the  assets  of the  Company  as
determined by an Independent Expert.

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

         (3) Duties of the Advisor. The Advisor undertakes to use its best
efforts to present to the Company potential investment opportunities and to
provide a continuing and suitable investment program consistent with the
investment objectives and policies of the Company as determined and adopted from
time to time by the Directors. In performance of this undertaking, subject to
the supervision of the Directors and consistent with the provisions of the
Registration Statement, Articles of Incorporation and Bylaws of the Company, the
Advisor shall, either directly or by engaging an Affiliate:

              (a) serve as the Company's investment and financial advisor and
provide research and economic and statistical data in connection with the
Company's assets and investment policies;

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

              (c) investigate, select, and, on behalf of the Company, engage and
conduct  business with such Persons as the Advisor deems necessary to the proper
performance  of  its  obligations  hereunder,   including  but  not  limited  to
consultants,   accountants,   correspondents,   lenders,   technical   advisors,
attorneys,  brokers,   underwriters,   corporate  fiduciaries,   escrow  agents,
depositaries,  custodians,  agents for collection,  insurers,  insurance agents,
banks, builders, developers, property owners, mortgagors, and any and all agents
for any of the  foregoing,  including  Affiliates  of the  Advisor,  and Persons
acting in any other  capacity  deemed by the Advisor  necessary or desirable for
the performance of any of the foregoing  services,  including but not limited to
entering into contracts in the name of the Company with any of the foregoing;

              (d) consult with the officers and Directors of the Company and
assist the Directors in the formulation and implementation of the Company's
financial policies, and, as necessary, furnish the Directors with advice and
recommendations with respect to the making of investments consistent with the
investment objectives and policies of the Company and in connection with any
borrowings proposed to be undertaken by the Company;

              (e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i)
locate, analyze and select potential investments in Properties and Mortgage
Loans, (ii) structure and negotiate the terms and conditions of transactions
pursuant to which investment in Properties and Mortgage Loans will be made by
the Company; (iii) make investments in Properties and Mortgage Loans on behalf
of the Company in compliance with the investment objectives and policies of the
Company; (iv) arrange for financing and refinancing and make other changes in
the asset or capital structure of, and dispose of, reinvest the proceeds from
the sale of, or otherwise deal with the investments in, Property and Mortgage
Loans; and (v) enter into leases and service contracts for Company Property and,
to the extent necessary, perform all other operational functions for the
maintenance and administration of such Company Property;

              (f)  provide  the  Directors  with  periodic   reports   regarding
prospective investments in Properties and Mortgage Loans;

              (g)  obtain  the prior  approval  of the  Directors  (including  a
majority of all Independent Directors) for any and all investments in Properties
and Mortgage Loans;

              (h) negotiate on behalf of the Company with banks or lenders for
loans to be made to the Company and negotiate on behalf of the Company with
investment banking firms and broker-dealers or negotiate private sales of Shares
and Securities or obtain loans for the Company, but in no event in such a way so
that the Advisor shall be acting as broker-dealer or underwriter; and provided,
further, that any fees and costs payable to third parties incurred by the
Advisor in connection with the foregoing shall be the responsibility of the
Company;

              (i) obtain reports (which may be prepared by the Advisor or its
Affiliates), where appropriate, concerning the value of investments or
contemplated investments of the Company in Properties and/or Mortgage Loans;

              (j) from time to time, or at any time reasonably requested by the
Directors, make reports to the Directors of its performance of services to the
Company under this Agreement;

              (k) provide the Company with all necessary cash management
services;

              (l) do all things  necessary  to assure its  ability to render the
services described in this Agreement;

              (m) deliver to or maintain on behalf of the Company  copies of all
appraisals  obtained  in  connection  with the  investments  in  Properties  and
Mortgage Loans;

              (n) notify the Board of all proposed material  transactions before
they are completed; and

         (4) Authority of Advisor.

              (a) Pursuant to the terms of this Agreement (including the
restrictions included in this Paragraph 4 and in Paragraph 7), and subject to
the continuing and exclusive authority of the Directors over the management of
the Company, the Directors hereby delegate to the Advisor the authority to (1)
locate, analyze and select investment opportunities, (2) structure the terms and
conditions of transactions pursuant to which investments will be made or
acquired for the Company, (3) acquire Properties and make Mortgage Loans in
compliance with the investment objectives and policies of the Company, (4)
arrange for financing or refinancing Property and Mortgage Loans, (5) enter into
leases and service contracts for the Company's Property, and perform other
property management services, (6) oversee non-affiliated property managers and
other non-affiliated Persons who perform services for the Company; and (7)
undertake accounting and other record-keeping functions at the Property level.

              (b) Notwithstanding the foregoing, any investment in Properties or
Mortgage Loans; including any acquisition of Property by the Company (as well as
any financing acquired by the Company in connection with such acquisition) will
require the prior approval of the Directors (including a majority of the
Independent Directors).

              (c) If a transaction requires approval by the Independent
Directors, the Advisor will deliver to the Independent Directors all documents
required by them to properly evaluate the proposed investment in the Property or
Mortgage Loan. The prior approval of a majority of the Independent Directors and
a majority of the Directors not otherwise interested in the transaction will be
required for each transaction with the Advisor or its Affiliates.

         The Directors may, at any time upon the giving of notice to the
Advisor, modify or revoke the authority set forth in this Paragraph 4. If and to
the extent the Directors so modify or revoke the authority contained herein, the
Advisor shall henceforth submit to the Directors for prior approval such
proposed transactions involving investments in Property as thereafter require
prior approval, provided, however, that such modification or revocation shall be
effective upon receipt by the Advisor and shall not be applicable to investment
transactions to which the Advisor has committed the Company prior to the date of
receipt by the Advisor of such notification.

         (5) Bank Accounts. The Advisor may establish and maintain one or more
bank accounts in its own name for the account of the Company or in the name of
the Company and may collect and deposit into any such account or accounts, and
disburse from any such account or accounts, any money on behalf of the Company,
under such terms and conditions as the Directors may approve, provided that no
funds shall be commingled with the funds of the Advisor; and the Advisor shall
from time to time render appropriate accountings of such collections and
payments to the Directors and to the auditors of the Company.

         (6) Records; Access. The Advisor shall maintain appropriate records of
all its activities hereunder and make such records available for inspection by
the Directors and by counsel, auditors and authorized agents of the Company, at
any time or from time to time during normal business hours. The Advisor shall at
all reasonable times have access to the books and records of the Company.

         (7) Limitations on Activities. Anything else in this Agreement to the
contrary notwithstanding, the Advisor shall refrain from taking any action
which, in its sole judgment made in good faith, would (a) adversely affect the
status of the Company as a REIT, (b) subject the Company to regulation under the
Investment Company Act of 1940, or (c) violate any law, rule, regulation or
statement of policy of any governmental body or agency having jurisdiction over
the Company, its Equity Shares or its Securities, or otherwise not be permitted
by the Articles of Incorporation or Bylaws of the Company, except if such action
shall be ordered by the Directors, in which case the Advisor shall notify
promptly the Directors of the Advisor's judgment of the potential impact of such
action and shall refrain from taking such action until it receives further
clarification or instructions from the Directors. In such event the Advisor
shall have no liability for acting in accordance with the specific instructions
of the Directors so given. Notwithstanding the foregoing, the Advisor, its
directors, officers, employees and stockholders, and stockholders, directors and
officers of the Advisor's Affiliates shall not be liable to the Company or to
the Directors or Stockholders for any act or omission by the Advisor, its
directors, officers or employees, or stockholders, directors or officers of the
Advisor's Affiliates except as provided in Paragraphs 20 and 21 of this
Agreement.

         (8) Relationship with Directors. Directors, officers and employees of
the Advisor or an Affiliate of the Advisor or any corporate parents of an
Affiliate, or directors, officers or stockholders of any director, officer or
corporate parent of an Affiliate may serve as a Director and as officers of the
Company, except that no director, officer or employee of the Advisor or its
Affiliates who also is a Director or officer of the Company shall receive any
compensation from the Company for serving as a Director or officer other than
reasonable reimbursement for travel and related expenses incurred in attending
meetings of the Directors.




         (9) Fees.

              (a) Asset Management Fee. The Company shall pay to the Advisor as
compensation for the advisory services rendered to the Company under Paragraph 3
above a monthly fee in an amount equal to one-twelfth of .60% of the Company's
Real Estate Asset Value and the outstanding principal amount of the Mortgage
Loans (the "Asset Management Fee"), as of the end of the preceding month.
Specifically, Real Estate Asset Value equals the amount invested in the
Properties wholly owned by the Company, determined on the basis of cost, plus,
in the case of Properties owned by any Joint Venture or partnership in which the
Company is a co-venturer or partner, the portion of the cost of such Properties
paid by the Company, exclusive of Acquisition Fees and Expenses. The Asset
Management Fee shall be payable monthly on the last day of such month, or the
first business day following the last day of such month. The Asset Management
Fee, which will not exceed fees, which are competitive for similar services in
the same geographic area, may or may not be taken, in whole or in part as to any
year, in the sole discretion of the Advisor. All or any portion of the Asset
Management Fee not taken as to any fiscal year shall be deferred without
interest and may be taken in such other fiscal year, as the Advisor shall
determine.

              (b) Acquisition Fees. The Company shall pay the Advisor a fee in
the amount of 4.5% of Total Proceeds as Acquisition Fees. Acquisition Fees shall
be reduced to the extent that, and, if necessary to limit, the total
compensation paid to all persons involved in the acquisition of any Property to
the amount customarily charged in arm's-length transactions by other persons or
entities rendering similar services as an ongoing public activity in the same
geographical location and for comparable types of Properties and to the extent
that other acquisition fees, finder's fees, real estate commissions, or other
similar fees or commissions are paid by any person in connection with the
transaction. The total of all Acquisition Fees and any Acquisition Expenses
shall be limited in accordance with the Articles of Incorporation. In addition,
no Acquisition Fees will be paid on loan proceeds from the Line of Credit until
such time as all net offering proceeds (Gross Proceeds less Selling Commissions,
Offering Expenses, the marketing support fee and due diligence reimbursements)
of the 2002 Offering have been invested by the Company.

              (c) Subordinated Disposition Fee. If the Advisor or an Affiliate
provides a substantial amount of the services (as determined by a majority of
the Independent Directors) in connection with the Sale of one or more
Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition
Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission
or (ii) 3% of the sales price of such Property or Properties. The Subordinated
Disposition Fee will be paid only if Stockholders have received total
Distributions in an amount equal to the sum of their aggregate Invested Capital
and their aggregate Stockholders' 8% Return. To the extent that Subordinated
Disposition Fees are not paid by the Company on a current basis due to the
foregoing limitation, the unpaid fees will be accrued and paid at such time as
the subordination conditions have been satisfied. The Subordinated Disposition
Fee may be paid in addition to real estate commissions paid to non-Affiliates,
provided that the total real estate commissions paid to all Persons by the
Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract
Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the
event this Agreement is terminated prior to such time as the Stockholders have
received total Distributions in an amount equal to 100% of Invested Capital plus
an amount sufficient to pay the Stockholders' 8% Return through the Termination
Date, an appraisal of the Properties then owned by the Company shall be made and
the Subordinated Disposition Fee on Properties previously sold will be deemed
earned if the Appraised Value of the Properties then owned by the Company plus
total Distributions received prior to the Termination Date equals 100% of
Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return
through the Termination Date. Upon Listing, if the Advisor has accrued but not
been paid such Subordinated Disposition Fee, then for purposes of determining
whether the subordination conditions have been satisfied, Stockholders will be
deemed to have received a Distribution in the amount equal to the product of the
total number of Shares outstanding and the average closing price of the Shares
over a period, beginning 180 days after Listing, of 30 days during which the
Shares are traded.

              (d) Subordinated Share of Net Sales Proceeds. The Subordinated
Share of Net Sales Proceeds shall be payable to the Advisor in an amount equal
to 10% of Net Sales Proceeds from Sales of assets of the Company after the
Stockholders have received Distributions equal to the sum of the Stockholders'
8% Return and 100% of Invested Capital. Following Listing, no Subordinated Share
of Net Sales Proceeds will be paid to the Advisor.

              (e) Subordinated Incentive Fee. Upon Listing (other than on the
Pink Sheets or the OTC Bulletin Board), the Advisor shall be paid the
Subordinated Incentive Fee in an amount equal to 10% of the amount by which (i)
the market value of the Company, measured by taking the average closing price or
average of bid and asked price, as the case may be, over a period of 30 days
during which the Shares are traded, with such period beginning 180 days after
Listing (the "Market Value"), plus the total Distributions paid to Stockholders
from the Company's inception until the date of Listing, exceeds (ii) the sum of
(A) 100% of Invested Capital and (B) the total Distributions required to be paid
to the Stockholders in order to pay the Stockholders' 8% Return from inception
through the date the Market Value is determined. The Company shall have the
option to pay such fee in the form of cash, Securities, a promissory note or any
combination of the foregoing. The Subordinated Incentive Fee will be reduced by
the amount of any prior payment to the Advisor of a deferred, subordinated share
of Net Sales Proceeds from Sales of assets of the Company.

              (f) Loans from Affiliates. If any loans are made to the Company by
an Affiliate of the Advisor, the maximum amount of interest that may be charged
by such Affiliate shall be the lesser of (i) 1% above the prime rate of interest
charged from time to time by The Bank of New York and (ii) the rate that would
be charged to the Company by unrelated lending institutions on comparable loans
for the same purpose. The terms of any such loans shall be no less favorable
than the terms available between non-Affiliated Persons for similar commercial
loans.

              (g) Changes to Fee Structure. In the event of Listing, the Company
and the Advisor shall negotiate in good faith to establish a fee structure
appropriate for a perpetual-life entity. A majority of the Independent Directors
must approve the new fee structure negotiated with the Advisor. In negotiating a
new fee structure, the Independent Directors shall consider all of the factors
they deem relevant, including, but not limited to: (i) the amount of the
advisory fee in relation to the asset value, composition and profitability of
the Company's portfolio; (ii) the success of the Advisor in generating
opportunities that meet the investment objectives of the Company; (iii) the
rates charged to other REITs and to investors other than REITs by Advisors
performing the same or similar services; (iv) additional revenues realized by
the Advisor and its Affiliates through their relationship with the Company,
including loan administration, underwriting or broker commissions, servicing,
engineering, inspection and other fees, whether paid by the REIT or by others
with whom the REIT does business; (v) the quality and extent of service and
advice furnished by the Advisor; (vi) the performance of the investment
portfolio of the REIT, including income, conversion or appreciation of capital,
and number and frequency of problem investments; and (vii) the quality of the
Property and Mortgage Loan portfolio of the Company in relationship to the
investments generated by the Advisor for its own account. The new fee structure
can be no more favorable to the Advisor than the current fee structure.

         (10) Expenses.

              (a) In addition to the compensation paid to the Advisor pursuant
to Paragraph 9 hereof, the Company shall pay directly or reimburse the Advisor
for all of the expenses paid or incurred by the Advisor in connection with the
services it provides to the Company pursuant to this Agreement, including, but
not limited to:

                  (i) the Company's Offering Expenses;

                  (ii) Acquisition Expenses incurred in connection with the
selection and acquisition of Properties for goods and services provided by the
Advisor at the lesser of the actual cost or 90% of the competitive rate charged
by unaffiliated persons providing similar goods and services in the same
geographic location;

                  (iii) the actual cost of goods and services used by the
Company and obtained from entities not affiliated with the Advisor, other than
Acquisition Expenses, including brokerage fees paid in connection with the
purchase and sale of securities;

                  (iv)  interest and other costs for borrowed  money,  including
discounts, points and other similar fees;

                  (v) taxes and  assessments  on income or Property and taxes as
an expense of doing business;

                  (vi) costs  associated  with insurance  required in connection
with the business of the Company or by the Directors;

                  (vii) expenses of managing and operating  Properties  owned by
the Company,  whether payable to an Affiliate of the Company or a non-affiliated
Person;

                  (viii)  all  expenses  in  connection  with  payments  to  the
Directors and meetings of the Directors and Stockholders;

                  (ix) expenses associated with Listing or with the issuance and
distribution of Shares and Securities, such as selling commissions and fees,
advertising expenses, taxes, legal and accounting fees, Listing and registration
fees, and other Offering Expenses;

                  (x) expenses  connected with payments of Distributions in cash
or otherwise made or caused to be made by the Directors to the Stockholders;

                  (xi) expenses of organizing,  revising, amending,  converting,
modifying, or terminating the Company or the Articles of Incorporation;

                  (xii) expenses of maintaining communications with
Stockholders, including the cost of preparation, printing, and mailing annual
reports and other Stockholder reports, proxy statements and other reports
required by governmental entities;

                  (xiii) expenses related to negotiating and servicing  Mortgage
Loans;

                  (xiv) administrative service expenses (including personnel
costs; provided, however, that no reimbursement shall be made for costs of
personnel to the extent that such personnel perform services in transactions for
which the Advisor receives a separate fee at the lesser of actual cost or 90% of
the competitive rate charged by unaffiliated persons providing similar goods and
services in the same geographic location); and

                  (xv) audit, accounting and legal fees.

              (b) Expenses incurred by the Advisor on behalf of the Company and
payable pursuant to this Paragraph 10 shall be reimbursed no less than monthly
to the Advisor. The Advisor shall prepare a statement documenting the expenses
of the Company during each quarter, and shall deliver such statement to the
Company within 45 days after the end of each quarter.

         (11) Other Services. Should the Directors request that the Advisor or
any director, officer or employee thereof render services for the Company other
than set forth in Paragraph 3, such services shall be separately compensated at
such rates and in such amounts as are agreed by the Advisor and the Independent
Directors of the Company, subject to the limitations contained in the Articles
of Incorporation, and shall not be deemed to be services pursuant to the terms
of this Agreement.

         (12) Fidelity Bond. The Advisor shall maintain a fidelity bond for the
benefit of the Company which bond shall insure the Company from losses of up to
$10 million per occurrence and shall be of the type customarily purchased by
entities performing services similar to those provided to the Company by the
Advisor.

         (13) Reimbursement to the Advisor. The Company shall not reimburse the
Advisor at the end of any fiscal quarter for Operating Expenses that, in the
four consecutive fiscal quarters then ended (the "Expense Year") exceed the
greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25%
Guidelines") for such year. Within 60 days after the end of any fiscal quarter
of the Company for which total Operating Expenses for the Expense Year exceed
the 2%/25% Guidelines, the Advisor shall reimburse the Company the amount by
which the total Operating Expenses paid or incurred by the Company exceed the
2%/25% Guidelines. The Company will not reimburse the Advisor or its Affiliates
for services for which the Advisor or its Affiliates are entitled to
compensation in the form of a separate fee. All figures used in the foregoing
computation shall be determined in accordance with generally accepted accounting
principles applied on a consistent basis.

         (14) Other Activities of the Advisor. Nothing herein contained shall
prevent the Advisor from engaging in other activities, including, without
limitation, the rendering of advice to other Persons (including other REITs) and
the management of other programs advised, sponsored or organized by the Advisor
or its Affiliates; nor shall this Agreement limit or restrict the right of any
director, officer, employee, or stockholder of the Advisor or its Affiliates to
engage in any other business or to render services of any kind to any other
partnership, corporation, firm, individual, trust or association. The Advisor
may, with respect to any investment in which the Company is a participant, also
render advice and service to each and every other participant therein. The
Advisor shall report to the Directors the existence of any condition or
circumstance, existing or anticipated, of which it has knowledge, which creates
or could create a conflict of interest between the Advisor's obligations to the
Company and its obligations to or its interest in any other partnership,
corporation, firm, individual, trust or association. The Advisor or its
Affiliates shall promptly disclose to the Directors knowledge of such condition
or circumstance. If the Sponsor, Advisor, Director or Affiliates thereof have
sponsored other investment programs with similar investment objectives which
have investment funds available at the same time as the Company, it shall be the
duty of the Directors (including the Independent Directors) to adopt the method
set forth in the Registration Statement or another reasonable method by which
properties are to be allocated to the competing investment entities and to use
their best efforts to apply such method fairly to the Company.

         The Advisor shall be required to use its best efforts to present a
continuing and suitable investment program to the Company which is consistent
with the investment policies and objectives of the Company, but neither the
Advisor nor any Affiliate of the Advisor shall be obligated generally to present
any particular investment opportunity to the Company even if the opportunity is
of character which, if presented to the Company, could be taken by the Company.
The Advisor or its Affiliates may make such an investment in a property only
after (i) such investment has been offered to the Company and all public
partnerships and other investment entities affiliated with the Company with
funds available for such investment and (ii) such investment is found to be
unsuitable for investment by the Company, such partnerships and investment
entities.

         In the event that the Advisor or its Affiliates is presented with a
potential investment which might be made by the Company and by another
investment entity which the Advisor or its Affiliates advises or manages, the
Advisor and its Affiliates shall consider the investment portfolio of each
entity, cash flow of each entity, the effect of the acquisition on the
diversification of each entity's portfolio, rental payments during any renewal
period, the estimated income tax effects of the purchase on each entity, the
policies of each entity relating to leverage, the funds of each entity available
for investment and the length of time such funds have been available for
investment. In the event that an investment opportunity becomes available which
is suitable for both the Company and a public or private entity which the
Advisor or its Affiliates are Affiliated, then the entity which has had the
longest period of time elapse since it was offered an investment opportunity
will first be offered the investment opportunity.

         (15) Relationship of Advisor and Company. The Company and the Advisor
are not partners or joint venturers with each other, and nothing in this
Agreement shall be construed to make them such partners or joint venturers or
impose any liability as such on either of them.

         (16) Term; Termination of Agreement. This Agreement shall continue in
force until ___________, 2004, subject to an unlimited number of successive
one-year renewals upon mutual consent of the parties. It is the duty of the
Directors to evaluate the performance of the Advisor annually before renewing
the Agreement, and each such agreement shall have a term of no more than one
year.

         (17) Termination by Either Party. This Agreement may be terminated upon
60 days written notice without Cause or penalty, by either party (by a majority
of the Independent Directors of the Company or a majority of the Board of
Directors of the Advisor, as the case may be).

         (18) Assignment to an Affiliate. This Agreement may be assigned by the
Advisor to an Affiliate with the approval of a majority of the Directors
(including a majority of the Independent Directors). The Advisor may assign any
rights to receive fees or other payments under this Agreement without obtaining
the approval of the Directors. This Agreement shall not be assigned by the
Company without the consent of the Advisor, except in the case of an assignment
by the Company to a corporation or other organization which is a successor to
all of the assets, rights and obligations of the Company, in which case such
successor organization shall be bound hereunder and by the terms of said
assignment in the same manner as the Company is bound by this Agreement.

         (19)  Payments to and Duties of Advisor Upon  Termination.  Payments to
the  Advisor  pursuant  to this  Paragraph  (19)  shall be subject to the 2%/25%
Guidelines to the extent applicable.

              (a) After the Termination Date, the Advisor shall not be entitled
to compensation for further services hereunder except it shall be entitled to
receive from the Company within 30 days after the effective date of such
termination all unpaid reimbursements of expenses and all earned but unpaid fees
payable to the Advisor prior to termination of this Agreement.

              (b) Upon termination, the Advisor shall be entitled to payment of
the Performance Fee if performance standards satisfactory to a majority of the
Board of Directors, including a majority of the Independent Directors, when
compared to (a) the performance of the Advisor in comparison with its
performance for other entities, and (b) the performance of other advisors for
similar entities, have been met. If Listing has not occurred, the Performance
Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised
value of the assets of the Company on the Termination Date, less the amount of
all indebtedness secured by such assets, plus the total Distributions paid to
stockholders from the Company's inception through the Termination Date, exceeds
(ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from
inception through the Termination Date. The Advisor shall be entitled to receive
all accrued but unpaid compensation and expense reimbursements in cash within 30
days of the Termination Date. All other amounts payable to the Advisor in the
event of a termination shall be evidenced by a promissory note and shall be
payable from time to time.

              (c) The  Performance  Fee  shall  be paid  in 12  equal  quarterly
installments without interest on the unpaid balance, provided,  however, that no
payment will be made in any quarter in which such payment would  jeopardize  the
Company's  REIT  status,  in which  case any such  payment or  payments  will be
delayed  until the next  quarter  in which  payment  would not  jeopardize  REIT
status.  Notwithstanding the preceding sentence, any amounts which may be deemed
payable at the date the obligation to pay the  Performance Fee is incurred which
relate to the  appreciation  of the  Company's  assets  shall be an amount which
provides compensation to the Advisor only for that portion of the holding period
for the  respective  assets  during which the Advisor  provided  services to the
Company.

              (d) If Listing occurs, the Performance Fee, if any, payable
thereafter will be as negotiated between the Company and the Advisor. The
Advisor shall not be entitled to payment of the Performance Fee in the event
this Agreement is terminated because of failure of the Company and the Advisor
to establish, pursuant to Paragraph 9(g) hereof, a fee structure appropriate for
a perpetual-life entity at such time, if any, as Listing occurs.

              (e) The Advisor shall promptly upon termination:

                  (i) pay over to the Company all money collected and held for
the account of the Company pursuant to this Agreement, after deducting any
accrued compensation and reimbursement for its expenses to which it is then
entitled;

                  (ii) deliver to the Directors a full accounting, including a
statement showing all payments collected by it and a statement of all money held
by it, covering the period following the date of the last accounting furnished
to the Directors;

                  (iii)  deliver  to  the   Directors   all  assets,   including
Properties and Mortgage Loans,  and documents of the Company then in the custody
of the Advisor; and

                  (iv)   cooperate  with  the  Company  to  provide  an  orderly
management transition.

         (20) Indemnification by the Company. The Company shall indemnify and
hold harmless the Advisor and its Affiliates, including their respective
officers, directors, partners and employees, from all liability, claims, damages
or losses arising in the performance of their duties hereunder, and related
expenses, including reasonable attorneys' fees, to the extent such liability,
claims, damages or losses and related expenses are not fully reimbursed by
insurance, subject to any limitations imposed by the laws of the State of
Maryland or the Articles of Incorporation of the Company. Notwithstanding the
foregoing, the Advisor shall not be entitled to indemnification or be held
harmless pursuant to this Paragraph 20 for any activity for which the Advisor
shall be required to indemnify or hold harmless the Company pursuant to
Paragraph 21. Any indemnification of the Advisor may be made only out of the net
assets of the Company and not from Stockholders.

         (21) Indemnification by Advisor. The Advisor shall indemnify and hold
harmless the Company from contract or other liability, claims, damages, taxes or
losses and related expenses including attorneys' fees, to the extent that such
liability, claims, damages, taxes or losses and related expenses are not fully
reimbursed by insurance and are incurred by reason of the Advisor's bad faith,
fraud, willful misfeasance, misconduct,
<PAGE>


negligence or reckless disregard of its duties, but the Advisor shall not be
held responsible for any action of the Board of Directors in following or
declining to follow any advice or recommendation given by the Advisor.

         (22) Notices. Any notice, report or other communication required or
permitted to be given hereunder shall be in writing unless some other method of
giving such notice, report or other communication is required by the Articles of
Incorporation, the Bylaws, or accepted by the party to whom it is given, and
shall be given by being delivered by hand or by overnight mail or other
overnight delivery service to the addresses set forth herein:

To the Directors and to the Company:

                      CNL Hospitality Properties, Inc.
                      450 South Orange Avenue
                      Orlando, Florida 32801

To the Advisor:       CNL Hospitality Corp.
                      450 South Orange Avenue
                      Orlando, Florida 32801

Either party may at any time give notice in writing to the other party of a
change in its address for the purposes of this Paragraph 22.

         (23) Modification. This Agreement shall not be changed, modified,
terminated, or discharged, in whole or in part, except by an instrument in
writing signed by both parties hereto, or their respective successors or
assignees.

         (24) Severability. The provisions of this Agreement are independent of
and severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

         (25) Construction. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of Florida.

         (26) Entire Agreement. This Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing.

         (27) Indulgences, Not Waivers. Neither the failure nor any delay on the
part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

         (28) Gender. Words used herein regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires.

         (29) Titles Not to Affect Interpretation. The titles of paragraphs and
subparagraphs contained in this Agreement are for convenience only, and they
neither form a part of this Agreement nor are they to be used in the
construction or interpretation hereof.

         (30) Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.

         (31) Name. CNL Hospitality Corp. has a proprietary interest in the name
"CNL." Accordingly, and in recognition of this right, if at any time the Company
ceases to retain CNL Hospitality Corp. or an Affiliate thereof to perform the
services of Advisor, the Directors of the Company will, promptly after receipt
of written request from CNL Hospitality Corp., cease to conduct business under
or use the name "CNL" or any diminutive thereof and the Company shall use its
best efforts to change the name of the Company to a name that does not contain
the name "CNL" or any other word or words that might, in the sole discretion of
the Advisor, be susceptible of indication of some form of relationship between
the Company and the Advisor or any Affiliate thereof. Consistent with the
foregoing, it is specifically recognized that the Advisor or one or more of its
Affiliates has in the past and may in the future organize, sponsor or otherwise
permit to exist other investment vehicles (including vehicles for investment in
real estate) and financial and service organizations having "CNL" as a part of
their name, all without the need for any consent (and without the right to
object thereto) by the Company or its Directors.
<PAGE>


         (32) Initial Investment. The Advisor has contributed to the Company
$200,000 in exchange for 20,000 Equity Shares (the "Initial Investment"). The
Advisor may not sell these shares while the Advisory Agreement is in effect,
although the Advisor may transfer such shares to Affiliates. The restrictions
included above shall not apply to any Equity Shares, other than the Equity
Shares acquired through the Initial Investment, acquired by the Advisor or its
Affiliates. The Advisor shall not vote any Equity Shares it now owns, or
hereafter acquires, in any vote for the removal of Directors or any vote
regarding the approval or termination of any contract with the Advisor or any of
its Affiliates.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.

                    CNL HOSPITALITY PROPERTIES, INC.

                    By:
                          ---------------------------------------------
                           Name: James M. Seneff, Jr.
                           Its:  Chairman of the Board and
                                 Chief Executive Officer

                    CNL HOSPITALITY CORP.

                    By:
                          ---------------------------------------------
                           Name:    Thomas J. Hutchison III
                           Its:     President