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                       PLYMOUTH COMMERCIAL MORTGAGE FUND
                         INVESTMENT ADVISORY AGREEMENT
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THIS AGREEMENT is entered into between Plymouth Commercial Mortgage Fund, a
Delaware business trust (the "Company"), and Greystone Advisers, Inc., a
Delaware corporation (the "Adviser").

1.  PURPOSE OF THE COMPANY.  The Company is a closed-end management investment
company that will elect to be regulated as a business development company under
the Investment Company Act of 1940, as amended (the "1940 Act").

2.  THE INVESTMENT ADVISER.  The Adviser is registered as an investment adviser
with the U.S. Securities and Exchange Commission (the "SEC") under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and has
entered into this Agreement with the Company to act as its investment adviser
on the terms set forth herein.

3.  OBLIGATIONS OF THE ADVISER.  The Company hereby engages the Adviser's
services as the Company's investment adviser.  As such, the Adviser will:

         (a)     advise the Company as to the acquisition and disposition of
                 securities, loans, real estate interests and other assets in
                 accordance with the Company's investment policies;

         (b)     assist the Company in making available and, if requested by
                 entities in which the Company has invested or is proposing to
                 invest, in rendering managerial assistance to such entities;

         (c)     provide to the Company, to the extent required, office space
                 and facilities and the services of the Adviser's officers and
                 employees;

         (d)     maintain the Company's books of account and other records and
                 files;

         (e)     report to the Company's Board of Trustees (the "Board"), or to
                 any committee thereof or officer of the Company acting
                 pursuant to the authority of the Board, at such times and in
                 such detail as the Board deems appropriate in order to enable
                 the Company to determine that its investment policies are
                 being observed and implemented and that the Adviser's
                 obligations hereunder are being fulfilled.  Any investment
                 program undertaken by the Adviser pursuant hereto and any
                 other activities undertaken by the Adviser on the Company's
                 behalf shall at all times be subject to any directives of the
                 Board or any duly constituted committee thereof or officer of
                 the Company acting pursuant to authority of the Board;

         (f)     subject to the Company's investment policies and any specific
                 directives from the Board, effect acquisitions and
                 dispositions for the Company's account in the Adviser's
                 discretion and to arrange for the documents evidencing
                 securities, loans, real estate interests and other assets
                 acquired on behalf of the Company to be delivered to a
                 custodian of the Company;

         (g)     on a continuing basis, monitor, manage and service the
                 Company's loan portfolio and other investments; and

         (h)     comply with all applicable rules and regulations of the SEC
                 and, in addition, conduct its activities under this Agreement
                 in accordance with other applicable law.





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         (g)     service the assets owned by the Company and, in connection
                 therewith, do all things necessary or convenient to resolve
                 debts owed by portfolio debtors including but not limited to
                 negotiating with debtors, arranging renewals and restructures
                 of debts, foreclosing, and pursuing collection actions.

4.  STATUS OF THE ADVISER.  For a period of two years after the completion of
the sale by Plymouth of newly issues common shares of beneficial interest for
cash pursuant to an offering to be commenced in or about October 1996, the
services of the Adviser to the Company with regard to advice on new loan
package purchases are to be deemed exclusive, and the Adviser shall not be free
to render similar services to others.  After this period, the services of the
Adviser to the Company are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others so long as its services to the
Company are not impaired thereby.  The Adviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Company in any way or
otherwise be deemed an agent of the Company.  To the extent that the purchase
or sale of securities or other investments of any issuer may be deemed by the
Adviser, and to the extent permitted by applicable law, to be suitable for two
or more accounts managed by the Adviser, the available securities or
investments may be allocated in a manner believed by the Adviser to be
equitable to each account.  It is recognized that in some cases this may
adversely affect the price paid or received by the Company or the size or
position obtainable for or disposed of by the Company.

5.  EXPENSES TO BE PAID BY THE ADVISER.  The Adviser shall pay all expenses
incurred by it in rendering the services to be rendered by the Adviser
hereunder.  Generally, and except as may otherwise be specified in this
Agreement, these expenses include the cost of office space, telephone service,
equipment and personnel required to perform its obligations under this
Agreement.  Without limiting the generality of the foregoing, the Adviser will
pay the salaries and other employee benefits of the persons in its organization
whom the Adviser may engage to render such services, including without
limitation persons who may from time to time act as the Company's officers.
Notwithstanding the foregoing, the Board may, in its sole discretion, award to
such officers options to acquire shares of beneficial interest in the Company,
which options shall not be deemed part of their salaries or other employee
benefits for the purpose of this paragraph.

6.  EXPENSES TO BE PAID BY THE COMPANY.  In general, the Company shall pay all
of its operating expenses and reimburse the Adviser promptly for expenses which
the Adviser may pay on the Company's behalf, except those specifically required
to be borne by the Adviser under this Agreement.  Expenses borne by the Company
include but are not limited to:

         (a)     all expenses of any offering and sale by the Company of its
                 shares, including promotional expenses;

         (b)     fees and disbursements of the Company's outside legal counsel
                 and accountants and the custodian of its investments;
 
         (c)     fees and expenses incurred in producing and effecting filings
                 with federal and state securities administrators;

         (d)     costs of the Company's periodic reports to (and other
                 communications with) shareholders;

         (e)     fees and expenses of members of the Board who are not
                 directors, officers or employees of the Adviser;





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         (f)     premiums for the fidelity bond maintained by the Company;

         (g)     all costs related to portfolio investments, including without
                 limitation financing costs, legal and accounting fees,
                 expenses related to protecting or maintaining the value of the
                 loan portfolio or its underlying collateral, and other
                 professional or technical fees and expenses (e.g., credit
                 reports, title searches and delivery charges, property taxes,
                 insurance premiums, long-distance telephone charges, costs of
                 specialized consultants such as accountants or
                 industry-specific technical experts, and travel expenses)
                 incurred in acquiring, monitoring, negotiating, working-out,
                 and effecting disposition of such investments, as well as
                 responding to any litigation arising therefrom; and

         (h)     all expenses related to any borrowings by the Company.

7.  COMPENSATION TO THE ADVISER.  During the term of this Agreement, the
Company will pay to the Adviser, on the 15th day of each month: (a) a fee
calculated at an effective annual rate of 5.94% of the Company's invested
assets as of the end of the previous month; and (b) a fee calculated at an
effective annual rate of 0.48% of the Company's cash and short-term investments
as of the end of the previous month.

For purposes of calculating the fee to be paid on a monthly basis, "invested
assets" means the asset value as determined by the Board as of the end of the
previous fiscal quarter minus cash, short-term investments, intangible assets,
and the amount of collections applied to the carrying value of the loan
portfolio since the end of the previous quarter, plus the cost of loans
purchased and capitalized advances to protect portfolio investments or
underlying collateral since the end of the previous quarter.  Such values shall
be established using generally accepted accounting principles ("GAAP").  The
fee paid on a monthly basis will be ratified on a quarterly basis by the Board.

8.  CERTAIN RECORDS.  The Adviser shall keep and maintain all books and records
with respect to the Company's portfolio transactions required by Rule 31a-1
under the 1940 Act and shall render to the Board such periodic and special
reports as the Board may reasonably request.  The Adviser shall also furnish to
the Company any other information that is required to be filed by the Company
with the SEC or sent to shareholders under the 1940 Act (including rules
adopted thereunder) or any exemptive or other relief that the Adviser or the
Company obtains from the SEC.  The Adviser agrees that the records that it
maintains on behalf of the Company are the property of the Company and the
Adviser will surrender promptly to the Company any of such records upon the
Company's request; provided, however, that the Adviser may retain a copy of
such records.  In addition, for the duration of this Agreement, the Adviser
shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any
such records as are required to be maintained by it pursuant to this Agreement,
and shall transfer said records to any successor investment adviser upon the
termination of this Agreement (or, if there is no successor investment adviser,
to the Company.)

9.  LIABILITY OF THE ADVISER AND INDEMNIFICATION.  The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder.  The Adviser
may rely on information reasonably believed by it to be accurate and reliable.
The Adviser shall not be liable to the Company or to any shareholder of the
Company for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in carrying out its duties
hereunder, except:

         (a)     for a loss resulting from willful misfeasance, bad faith or
                 gross negligence in the performance of its duties, or by
                 reason of reckless disregard of its obligations and duties
                 hereunder, except





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                 as may otherwise be provided under provisions of applicable
                 state law which cannot be waived or modified hereby;

         (b)     to the extent specified in Section 36(b) of the 1940 Act
                 concerning losses resulting from a breach of fiduciary duty
                 with respect to the Adviser's receipt of compensation; and

         (c)     for a loss resulting from any breach of any representation and
                 warranty of the Adviser contained in this Agreement.

In the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, to the
fullest extent permitted by applicable law, the Company hereby agrees to
indemnify and hold the Adviser harmless from and against all claims, actions,
suits and proceedings at law or in equity, whether brought or asserted by a
private party or a governmental agency, instrumentality or entity of any kind,
relating to the sale, purchase, pledge of, advertisement of, or solicitation of
sales or purchases of any security (whether of the Company or otherwise) by the
Company, its officers, trustees, employees or agents in alleged violation of
applicable federal, state or foreign laws, rules or regulations.

As used in this Section 9, the term "Adviser" shall include any affiliates of
the Adviser performing services for the Company contemplated hereby and the
directors, officers, employees and other corporate agents of the Adviser and
such affiliates.

10.  APPROVAL OF THE AGREEMENT.  The Company represents that: (a) the terms of
this Agreement were approved by the Board, including a majority of its members
casting their votes in person who are not "interested persons" of the Company,
at a meeting held on January 26, 1998; and (b) this Agreement was approved by
the "vote of a majority of the outstanding voting securities" (as defined in
Section 2(a)(42) of the 1940 Act) of the Company, at a meeting held on
_________________________.  This Agreement shall continue in effect from year
to year as long as such continuance is specifically approved at least annually
by the Board, including a majority of its members casting their votes in person
who are not "interested persons" of the Company at a meeting called for the
purpose of voting on such approval, or by "vote of a majority of the
outstanding voting securities" of the Company.

11.  TERMINATION OF THE AGREEMENT.  The foregoing notwithstanding, this
Agreement may be terminated by the Company at any time, without payment of any
penalty, on sixty (60) days' written notice to the Adviser if the decision to
terminate has been made by the Board or by "vote of a majority of the
outstanding voting securities" of the Company.  This Agreement will terminate
automatically in the event of its "assignment" (as defined in Section 2(a)(4)
of the 1940 Act).  The Adviser may also terminate this Agreement on sixty (60)
days' written notice to the Company; provided, however, that the Adviser may
not terminate this Agreement unless: (a) the terms of a new investment advisory
agreement with the Adviser or another investment adviser have been approved by
the Board, including a majority of its members casting their votes in person
who are not parties to such agreement or "interested persons" of any such
party, at a meeting called for the purpose of voting on such approval; and (b)
such new investment advisory agreement has been approved by the "vote of a
majority of the outstanding voting securities" of the Company.

12.  JURISDICTION.  This Agreement shall be governed by the laws of the State
of Texas.

13.  SEVERABILITY.  If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the ______ day of April, 1998.


  PLYMOUTH COMMERCIAL MORTGAGE FUND         GREYSTONE ADVISERS, INC.
                                                    
                                                    
                                                    
  By: /s/ Larry D. Krause                   By: /s/ Kenneth L. Bennight, Jr.
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  Name:   Larry D. Krause                   Name:   Kenneth L. Bennight, Jr.
  Title:  Senior Vice President             Title:  Secretary, General Counsel
  
  
  By: /s/ Ted J. Hanes
      -----------------------------
  Name:   Ted J. Hanes
  Title:  Vice President Portfolio 
          Management





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