EXHIBIT 10.3







                              MANAGEMENT AGREEMENT


         THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into as of
the ____ day of April, 2004, by and between FIDELITY DIVIDEND CAPITAL INC., a
Maryland corporation ("Owner"), and FIDELITY DIVIDEND CAPITAL PROPERTY
MANAGEMENT LLC., a Delaware limited liability company ("Manager").

                                   WITNESSETH:

         WHEREAS, Owner intends to raise money from the sale of stock for the
acquisition or construction of income-producing properties; and

         WHEREAS, Owner intends to employ Manager to manage the properties to be
acquired by the Owner; and

         WHEREAS, Owner and Manager are entering into this Agreement to
establish the terms and conditions for such services.

         NOW, THEREFORE, in consideration of the mutual covenants herein, the
parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Except as otherwise specified or as the context may otherwise require,
the following terms have the respective meanings set forth below for all
purposes of this Agreement:

         "Gross Revenues" means all amounts actually collected as rents or other
charges for the use and occupancy of Properties, but shall exclude interest and
other investment income of Owner and proceeds received by Owner for a sale,
exchange, condemnation, eminent domain taking, casualty or other disposition of
assets of Owner.

         "Improvements" means all buildings, structures and equipment from time
to time located on Properties and all parking and common areas located on
Properties.

         "Lease" means, unless the context otherwise requires, any lease or
sublease made by Owner as landlord or by its predecessor.

         "Management Fee" means the fee payable to Manager for its services
hereunder.

         "Properties" means all tracts as yet unspecified but to be acquired by
Owner containing income-producing improvements or on which Owner will construct
income-producing improvements.


                                    ARTICLE 2
                APPOINTMENT OF MANAGER; SERVICES TO BE PERFORMED

         2.1 Appointment of Manager. Owner hereby engages and retains Manager as
its sole and exclusive agent and manager of the Properties, and Manager hereby
accepts such appointment on the terms and conditions hereinafter set forth, it
being understood that this Agreement shall cause Manager to be, at law, Owner's
agent upon the terms contained herein.

         2.2 General Duties. Manager shall devote its best efforts to performing
its duties hereunder to manage, operate and maintain the Properties in a
diligent, careful and vigilant manner. The services of Manager are to be of
scope and quality not less than and similar to those generally performed by



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professional property managers of other similar properties in the area. Manager
shall make available to Owner the full benefit of the judgment, experience and
advice of the members of Manager's organization and staff with respect to the
policies to be pursued by Owner relating to the operation of the Properties.

         2.3 Specific Duties. Manager's duties include the following:

                  (a) Lease Obligations. Manager shall perform all duties of the
landlord under all leases insofar as such duties relate to operation,
maintenance, and day-to-day management. Manager shall also provide or cause to
be provided, at Owner's expense, all services normally provided to tenants of
like premises, including where applicable and without limitation, gas,
electricity or other utilities required to be furnished to tenants under leases,
normal repairs and maintenance, and cleaning, and janitorial service. Manager
shall arrange for and supervise the performance of all installations and
improvements in space leased to any tenant which are either expressly required
under the terms of the lease of such space or which are customarily provided to
tenants.

                  (b) Maintenance. Manager shall cause the Properties to be
maintained in the same manner as similar properties in the area. Manager's
duties and supervision in this respect shall include, without limitation,
cleaning of the interior and the exterior of the Improvements and the public
common areas on the Properties and the making and supervision of repair,
alterations, and decoration of the Improvements, subject to and in strict
compliance with this Agreement and the Leases. Non-budgeted expenses for any
individual item of work which are not reimbursed by a tenant shall not exceed
the sum of $1,000 unless specifically authorized in advance by Owner, provided
that emergency repairs which are immediately necessary for the preservation or
safety of the Properties, or for the safety of occupant or other persons, or
required to avoid the suspension of any necessary service of the Properties may
be made by Manager without prior approval of Owner if under the circumstances
Owner cannot be conveniently notified before the required emergency repairs must
be done.

                  (c) Notice of Violations. Manager shall forward to Owner
promptly upon receipt all notices of violation or other notices from any
governmental authority, and board of fire underwriters or any insurance company,
and shall make such recommendations regarding compliance with such notice as
shall be appropriate.

             (d) Personnel. In the event Owner notifies Manager of the necessity
of Manager employing additional personnel to manage the Properties, Manager
shall cause to be hired personnel to maintain and operate the Properties. The
persons so hired shall be the employees or independent contractors of Manager
and not of Owner. Manager shall be responsible for the preparation of and shall
timely file all payroll tax reports and timely make payments of all withholding
and other payroll taxes with respect to each employee.

                  (e) Utilities and Supplies. Manager shall, on behalf of Owner,
enter into or renew contracts for electricity, gas, steam, landscaping, fuel,
oil, maintenance and other services as are customarily furnished or rendered in
connection with the operation of similar rental property in the area, or as it,
in its reasonable judgment, shall deem prudent, provided that Manager shall
submit to Owner for its approval such contracts for items of expense which are
not reimbursable by tenants. Unless Owner notifies Manager of its disapproval of
any such contract within 10 days after receipt thereof, Owner shall be deemed to
have approved such contract. Manager shall also purchase all supplies which
Manager shall deem necessary to maintain and operate the Properties, provided
that no such purchase which is not in the ordinary course of business or which
is of a nature not reimbursed by tenants shall be made by Manager without the
prior consent of Owner.

                  (f) Expenses. Manager shall analyze all bills received for
services, work and supplies in connection with the maintaining and operating the
Properties, pay all such bills, and, if requested by Owner, pay, when due,
utility and water charges, sewer rent and assessments, and any other amount
payable in respect to the Properties. All bills shall be paid by Manager within
the time required to obtain discounts, if any. Owner may from time to time
request that Manager forward certain bills to Owner promptly after receipt, and
Manager shall comply with any such request. It is understood that the payment




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of real property taxes and assessment and insurance premiums will be paid out
of the Account (as hereinafter defined) by Manager at the direction of Owner.
All expenses shall be billed at net cost (i.e., less all rebates, commissions,
discounts and allowances, however designed).

                  (g) Monies Collected. Manager shall collect all rent and other
monies from tenants and any sums otherwise due Owner with respect to the Owner
in the ordinary course of business. In collecting such monies, Manager shall
inform tenants of the Owner that all remittances are to be in the form of a
check or money order. Owner authorizes Manager to request, demand, collect and
receipt for all such rent and other monies and to institute legal proceedings in
the name of Owner for the collection thereof and for the dispossession of any
tenant in default under its lease. Manager shall not, however, compromise with
any tenant or waive Owner's rights under any lease without Owner's consent.

                  (h) Banking Account. Manager shall establish and maintain a
separate checking account (the "Account"). All monies deposited from time to
time in the Account shall be deemed to be trust funds and shall be and remain
the property of Owner and shall be withdrawn and disbursed by Manager for the
account of Owner only as expressly permitted by this Agreement for the purposes
of performing the obligations of Manager hereunder. No monies collected by
Manager on Owner's behalf shall be commingled with funds of Manager. The Account
shall be maintained, and monies shall be deposited therein and withdrawn
therefrom, in accordance with the following:


                  (i) All sums received from rents and other income from the
Owner shall be promptly deposited by Manager in the Account. Manager shall have
the right to designate two or more persons who shall be authorized to draw
against the Account, but only for purposes authorized by this Agreement.

                           (ii) All sums due to Manager hereunder, whether for
compensation, reimbursement for expenditures, or otherwise, as herein provided,
shall be a charge against the operating revenues of the Properties and shall be
paid and/or withdrawn by Manager from the Account prior to the making of any
other disbursements therefrom.

                           (iii) By the 20th day of each month, Manager shall
forward to Owner net operating proceeds from the preceding month, retaining at
all times, however a reserve of $5,000.

                  (i) Tenant Complaints. Manager shall maintain business-like
relations with the tenants of the Properties.

                  (j) Signs. Manager shall place and remove, or cause to be
placed and removed, such signs upon the Properties as Manager deems appropriate,
subject, however, to the terms and conditions of the Leases and to any
applicable ordinances and regulations.

                  (k) Other Services. Manager shall recommend from time to time
to Owner such procedures with respect to the Properties as Manager may deem
advisable for the most efficient and economic management services which normally
are performed in connection with the operation of first-class office and
commercial buildings or other buildings, as applicable, and perform all services
normally provided to similar premises, without additional charges to Owner.

         2.4 Approval of Leases, Contracts, Etc. Manager shall not approve the
execution of or otherwise enter into or bind Owner with respect to leases or any
contract or agreement without the prior consent of Owner; provided that without
such consent, except to the extent required under Section 2.3(e), Manager may
enter into any contracts or agreements (excluding Leases of space in the
Properties) on behalf of Owner in the ordinary course of the management,
operation and maintenance of the Properties for the obtaining of utility,
maintenance or other services to the Properties; and further provided that
without such consent, Manager may enter into any contracts or agreements on
behalf of Owner, in the case of casualty, breakdown in machinery or other
similar emergency, if in the opinion of Manager emergency action or immediate




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approval for the commencement of repairs is necessary to prevent additional
damage or greater total expenditure or to protect the Properties from damage or
prevent default on the part of Owner under any of the Leases, in which event
such action taken shall be taken concurrently with prompt notice to Owner.

         2.5 Accounting, Records and Reports.

                  (a) Records. Manager shall maintain all office records and
books of account and shall record therein, and keep copies of, each invoice
received from services, work and supplies ordered in connection with the
maintenance and operation of the Properties. Such records shall be maintained on
a double entry basis. Owner and persons designated by Owner shall at all
reasonable time have access to and the right to audit and make independent
examinations of such records, books and accounts and all vouchers, files and all
other material pertaining to the Owner and this Agreement, all of which Manager
agrees to keep safe, available and separate from any records not pertaining to
Owner, at a place recommended by Manager and approved by Owner.

                  (b) Monthly Reports. On or before the 15th day of each month
following the month for which such report or statement is prepared and during
the term of this Agreement, Manager shall prepare and submit to Owner the
following reports and statements:

                           (i) Rental collection record in a form to be agreed
upon by Manager and Owner;

                           (ii) Monthly operating statement in a form to be
agreed upon by Manager and Owner;

                           (iii) Copy of cash disbursements ledger entries for
such month;

                           (iv) Copy of cash receipts ledger entries for such
month;

                           (v) The original copies of all contracts entered into
by Manager on behalf of Owner during such month; and

                           (vi) Copy of ledger entries for such month relating
to security deposits maintained by Manager.

                  (c) Budgets and Leasing Plans. Not later than 30 days before
the anniversary of this Agreement and any extensions thereof, Manager shall
prepare and submit to Owner for its approval an operating budget and a marketing
and leasing plan on the Properties for the calendar year immediately following
such submission. The budget and leasing plan shall be in the form of the budget
and plan approved by Owner prior to the date thereof. As often as reasonably
necessary during the period covered by any such budget, Manager may submit to
Owner for its approval an updated budget or plan incorporating such changes as
shall be necessary to reflect cost over-runs and the like during such period. If
Owner does not disapprove any such budget within 30 days after receipt thereof
by Owner, such budget shall be deemed approved. If Owner shall disapprove any
such budget or plan, it shall so notify Manager within said 30-day period and
explain the reasons therefor.

                  (d) Returns Required by Law. Managers shall execute and file
when due all forms, reports, and returns required by law relating to the
employment of its personnel.

                  (e) Notices. Promptly after receipt, Manager shall deliver to
Owner all notices, from any tenant, or any governmental authority, that are not
of a routine nature. Manager shall also report expeditiously to Owner notice of
any extensive damage to any part of the Properties.









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                                    ARTICLE 3
                                    EXPENSES

         3.1 Owner's Expenses. Except as otherwise specifically provided, all
costs and expenses incurred hereunder by Manager shall be for the account of and
on behalf of Owner. Such costs and expenses may include salaries and other
employee-related expenses, and all legal, travel and other out-of-pocket
expenses which are directly related to the management of specific Properties, to
the extent permitted by the Statement of Policy Regarding Real Estate Investment
Trusts adopted by the North American Securities Administrators Association, Inc.
All costs and expenses for which Owner is responsible under this Agreement shall
be paid by Manager out of the Account. In the event said account does not
contain sufficient funds to pay all said expenses, Owner shall fund all sums
necessary to meet such additional costs and expenses.

         3.2 Manager's Expenses. Managers shall, out of its own funds, pay all
of its general overhead and administrative expenses.

                                    ARTICLE 4
                             MANAGER'S COMPENSATION


         4.1 Management Fee. Commencing on the date hereof, Owner shall pay
Manager, as compensation for its services hereunder, an amount equal to four and
one-half percent (4.5%) of the Gross Revenues paid monthly from the rental
income received from each Property over the term of this Agreement or such other
percentage of Gross Revenues that Owner considers reasonable taking into account
the going rate of compensation for managing similar properties in the same
locality, the services rendered and other relevant factors ("Management Fee").
Notwithstanding the above, the Management Fee shall not exceed 0.6% of the net
asset value of the Properties (excluding vacant land) calculated on an annual
basis. For purposes of this calculation, net asset value shall be defined as the
excess of (i) the aggregate of the fair market value of all Properties
(excluding vacant land) over (ii) the aggregate outstanding debt of the Owner
(excluding debts having maturities of one year or less). In addition, Owner may
pay the Manager a separate fee for the one-time rent-up or lease-up of newly
constructed properties in an amount not to exceed the fee customarily charged in
arm's length transactions by others rendering similar services in the same
geographic area for similar properties, as determined by a survey of brokers and
agents in such area (customarily equal to the first month's rent).

         4.2 Audit Adjustment. If any audit of the records, books or accounts
relating to the Properties discloses an underpayment of Management Fees, Owner
shall promptly pay to Manager the amount of such underpayment, and if such audit
discloses an overpayment of management fees, the next payment due by Owner
hereunder shall be reduced by the amount of such overpayment. If such audit
discloses an overpayment of Management Fees for any fiscal year, Manager shall
bear the cost of such audit.



                                    ARTICLE 5
                          INSURANCE AND INDEMNIFICATION

         5.1 Insurance to be Carried.

                  (a) The Properties shall be insured by Owner against such
hazards as Owner shall deem appropriate. All liability policies shall provide
sufficient insurance satisfactory to both Owner and Manager and shall contain
waivers of subrogation for the benefit of Manager.

              (b) Manager shall obtain and keep in full force and effect, in
accordance with the laws of the state in which each Property is located,
employer's liability insurance applicable to and covering all employees of
Manager located in such state and all persons engaged in the performance of any
work



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required hereunder, and Manager shall furnish Owner certificates of insurers
naming Owner as a co-insured and evidencing that such insurance is in effect. If
any work under this Agreement is subcontracted as permitted herein, Manager
shall include in each subcontract a provision that the subcontractor shall also
furnish Owner with such a certificate.

         5.2 Cooperation with Insurers. Manager shall cooperate with and provide
reasonable access to the Owner to representatives of insurance companies and
insurance brokers or agents with respect to insurance which is in effect or for
which application has been made. Manager shall use its best efforts to comply
with all requirements of insurers.

         5.3 Accidents and Claims. Manager shall promptly investigate and shall
report in detail to Owner all accidents, claims for damage relating to the
Properties, operation or maintenance of the Properties, and any damage or
destruction to the Properties and the estimated costs of repair thereof, and
shall prepare for approval by Owner all reports required by an insurance company
in connection with any such accident, claim, damage, or destruction. Such
reports shall be given to Owner promptly and any report not so given within 10
days after the occurrence of any such accident, claim, damage or destruction
shall be noted in the monthly report delivered to Owner pursuant to section
2.5(b). Manager is authorized to settle any claim against an insurance company
not exceeding $500 arising out of any policy and, in connection with such claim,
to execute proofs of loss and adjustments of loss and to collect and receipt for
loss proceeds. If a claim against an insurance company exceeds $500, Manager
shall take no action specified in the immediately preceding sentence with
respect thereto without the approval of Owner.

         5.4 Indemnification. Manager shall hold Owner harmless from and
indemnify and defend Owner against any and all claims or liability for any
injury or damage to any person or property whatsoever for which Manager is
responsible occurring in, on, or about the Properties, including, without
limitation, the Improvements when such injury or damage shall be caused by the
negligence of Manager, its agents, servants, or employees, except to the extent
that Owner recovers insurance proceeds with respect to such matter. Owner will
indemnify and hold Manager harmless against all liability for injury to persons
and damage to property caused by Owner's negligence and which did not result
from the negligence or misconduct of Manager, except to the extent Manager
recovers insurance proceeds with respect to such matter.

                                    ARTICLE 6
                                      TERM

         6.1 Term. This Agreement shall commence on the date first above written
and shall continue until terminated in accordance with the earliest to occur of
the following:

                  (a) Three years from the date of the commencement of the term
hereof. However, this Agreement will be automatically extended for an additional
three year period at the end of each term unless Owner or Manager gives sixty
(60) days written notice of its intention to terminate the Agreement

                  (b) Sixty (60) days after prior  written  notice of intention
to terminate  the  Agreement  given by Owner or Manager:

                  (c) Upon any change in control of Manager, unless Owner
consents to such change; or

                  (d) Immediately upon the occurrence of any of the following:

                           (i) A decree or order is rendered by a court having
jurisdiction

                                   (1)  adjudging Manager as bankrupt or
                                        insolvent, or (B) approving as properly
                                        filed a petition seeking reorganization,
                                        readjustment, arrangement, composition
                                        or similar relief for Manager under the
                                        federal bankruptcy laws or any similar
                                        applicable law or practice, or




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                                   (2)  appointing a receiver or liquidator or
                                        trustee or assignee in bankruptcy or
                                        insolvency of Manager or a substantial
                                        part of the property of Manager, or for
                                        the winding up or liquidation of its
                                        affairs, or

                           (ii) Manager (A) institutes proceedings to be
adjudicated a voluntary bankrupt or an insolvent, (B) consents to the filing of
a bankruptcy proceeding against it, (C) files a petition or answer or consent
seeking reorganization, readjustment, arrangement, composition or relief under
any similar applicable law or practice, (D) consents to the filing of any such
petition, or to the appointment of a receiver or liquidator or trustee or
assignee in bankruptcy or insolvency for it or for a substantial part of its
property, (E) makes an assignment for the benefit of creditors, (F), is unable
to or admits in writing its inability to pay its debts generally as they become
due unless such inability shall be the fault of Owner, or (G) takes corporate or
other action in furtherance of any of the aforesaid purposes.

Upon termination, the obligations of the parties hereto shall cease, provided
that Manager shall comply with the provisions hereof applicable in the event of
termination and shall be entitled to receive all compensation which may be due
Manager hereunder up to the date of such termination, and provided, further,
that if this Agreement terminates pursuant to clause (d) above, Owner shall have
other remedies as may be available at law or in equity.

         6.2 Manager's Obligations after Termination. Upon the termination of
this Agreement, Manager shall have the following duties:

                  (a) Manager shall deliver to Owner, or its designee, all books
and records with respect to the Owner.

                  (b) Manager shall transfer and assign to Owner, or its
designee, all service contracts and personal property relating to or used in the
operation and maintenance of the Properties, except personal property paid for
and owned by Manager. Manager shall also, for a period of sixty (60) days
immediately following the date of such termination, make itself available to
consult with and advise Owner, or its designee, regarding the operation and
maintenance of the Properties.


            (c) Manager shall render to Owner an accounting of all funds of
Owner in its possession and shall deliver to Owner a statement of Management
Fees claimed to be due Manager and shall cause funds of Owner held by Manager
relating to the Properties to be paid to Owner or its designee.


                                    ARTICLE 7
                                  MISCELLANEOUS


         7.1 Notices. All notices, approvals, consents and other communications
hereunder shall be in writing, and, except when receipt is required to start the
running of a period of time, shall be deemed given when delivered in person or
on the fifth day after its mailing by either party by registered or certified
United States mail, postage prepaid and return receipt requested, to the other
party, at the addresses set forth after their respective name below or at such
different addresses as either party shall have theretofore advised the other
party in writing in accordance with this Section 7.1.


         Owner:
                               Fidelity Dividend Capital  Inc.
                               Suite 52-A
                               Smoke Ridge Rd.
                               Queensbury, N.Y. 12804




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         Manager:
                               Fidelity Dividend Capital Property Management LLC
                               Suite 52-A
                               Smoke Ridge Rd.
                               Queensbury, N.Y. 12804

         7.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

         7.3 Assignment. Manager may delegate partially or in full its duties
and rights under this Agreement but only with the prior written consent of
Owner. Except as provided in the immediately preceding sentence, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns.

         7.4 No Waiver. The failure of Owner to seek redress for violation or to
insist upon the strict performance of any covenant or condition of this
Agreement, shall not constitute a waiver thereof for the future.

         7.5 Amendments. This Agreement may be amended only by an instrument in
writing signed by the party against whom enforcement of the amendment is sought.

         7.6 Headings. The headings of the various subdivisions of this
Agreement are for reference only and shall not define or limit any of the terms
or provisions hereof.


         7.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed 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 parties reflected thereon as the signatories.


        7.8 Entire Agreement. This Agreement contains the entire understanding
and all agreements between Owner and Manager respecting the management of the
Properties. There are no representations, agreements, arrangements or
understandings, oral or written, between Owner and Manager relating to the
management of the Properties that are not fully expressed herein.


         7.9 Disputes. If there shall be a dispute between Owner and Manager
relating to this Agreement resulting in litigation, the prevailing party in such
litigation shall be entitled to recover from the other party to such litigation
such amount as the court shall fix as reasonable attorneys' fees.

         7.10 Activities of Manager. The obligations of Manager pursuant to the
terms and provisions of this Agreement shall not be construed to preclude
Manager from engaging in other activities or business ventures, whether or not
such other activities or ventures are in competition with the Properties or the
business of Owner.


         7.11 Independent Contractor. Manager and Owner shall not be construed
as joint venturers or owners of each other pursuant to this Agreement, and
neither shall have the power to bind or obligate the other except as set forth
herein. In all respects, the status of Manager to Owner under this Agreement is
that of an independent contractor.




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


                           Fidelity Dividend Capital Inc.


                           By:
                                ------------------------

                           Name: Dennis P. Sweenor
                           Title: President


                            By:________________________

                             Name: William T. Frattalone
                             Title: Executive Vice-President









                           Fidelity Dividend Capital Property Management LLC


                           By:
                                --------------------------

                           Name: Dennis P. Sweenor
                           Title: President




                                       By:
                                            --------------------------

                                         Name: William T. Frattalone
                                         Title: Executive Vice-President








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