EXHIBIT 10.1







                            DEALER MANAGER AGREEMENT

                                ___________, 2004



Fidelity Dividend Capital inc,
52-A Smoke Ridge Rd.
Queensbury, N.Y. 12804

Ladies and Gentlemen:

         Fidelity Dividend Capital Inc., a Maryland corporation (the "Company"),
is registering for public sale a maximum of 30,000,000 shares of its common
stock, $.001 par value per share (the "Offering"), of which amount 1,000,000
shares are to be sold upon exercise of soliciting dealer warrants to be issued
to _________ (the "Dealer Manager") or to broker-dealers participating in the
Offering, with the balance of 29,000,000 shares (the "Shares" or the "Stock") to
be issued and sold for an aggregate purchase price of $290,000,000 (25,000,000
shares to be offered to the public and 4,000,000 shares to be offered pursuant
to the Company's dividend reinvestment plan). Such Stock is to be sold for a per
share cash purchase price of $10.00. The minimum purchase by any one person
shall be 200 Shares (except as otherwise indicated in the Prospectus or in any
letter or memorandum from the Company to the Dealer Manager). Terms not defined
herein shall have the same meaning as in the Prospectus. In connection
therewith, the Company hereby agrees with you, the Dealer Manager, as follows:

         1. Representations and Warranties of the Company: The Company
represents and warrants to the Dealer Manager and each dealer (the "Dealers")
with whom the Dealer Manager has entered into or will enter into a Selected
Dealer Agreement in the form attached to this Agreement as Exhibit "A" that:

                  a. A registration statement with respect to the Shares has
been prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the Securities Act"), and the applicable
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, covering the Shares.
Said registration statement, which includes a preliminary prospectus, was
initially filed with the SEC on or about _________, 2004. Copies of such
registration statement and each amendment thereto have been or will be delivered
to the Dealer Manager. (The registration statement and prospectus contained
therein, as finally amended and revised at the effective date of the
registration statement, are respectively hereinafter referred to as the
"Registration Statement" and the "Prospectus," except that if the Prospectus
first filed by the Company pursuant to Rule 424(b) under the Securities Act
shall differ from the Prospectus, the term "Prospectus" shall also include the
Prospectus filed pursuant to Rule 424(b).)

                  b. The Company has been duly and validly organized and formed
as a corporation under the laws of the state of Maryland, with the power and
authority to conduct its business as described in the Prospectus.

             c. The Registration Statement and Prospectus comply with the
Securities Act and the Rules and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section 1.3
will not extend to such statements contained in or omitted from the Registration
Statement or Prospectus as are primarily within the knowledge of the Dealer
Manager or any of the Dealers and are based upon information furnished by the
Dealer Manager in writing to the Company specifically for inclusion therein.




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                  d. The Company intends to use the funds received from the sale
of the Shares as set forth in the Prospectus.

                  e. No consent, approval, authorization or other order of any
governmental authority is required in connection with the execution or delivery
by the Company of this Agreement or the issuance and sale by the Company of the
Shares, except such as may be required under the Securities Act or applicable
state securities laws.

                  f. There are no actions, suits or proceedings pending or to
the knowledge of the Company, threatened against the Company at law or in equity
or before or by any federal or state commission, regulatory body or
administrative agency or other governmental body, domestic or foreign, which
will have a material adverse effect on the business or property of the Company.

                  g. The execution and delivery of this Agreement, the
consummation of the transactions herein contemplated and compliance with the
terms of this Agreement by the Company will not conflict with or constitute a
default under any charter, by-law, indenture, mortgage, deed of trust, lease,
rule, regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.

                  h. The Company has full legal right, power and authority to
enter into this Agreement and to perform the transactions contemplated hereby,
except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.

                  i. At the time of the issuance of the Shares, the Shares will
have been duly authorized and validly issued, and upon payment therefor, will be
fully paid and non-assessable and will conform to the description thereof
contained in the Prospectus.

         2. Covenants of the Company. The Company covenants and agrees with the
Dealer Manager that:

                  a. It will, at no expense to the Dealer Manager, furnish the
Dealer Manager with such number of printed copies of the Registration Statement,
including all amendments and exhibits thereto, as the Dealer Manager may
reasonably request. It will similarly furnish to the Dealer Manager and others
designated by the Dealer Manager as many copies of the following documents as
the Dealer Manager may reasonably request: (a) the Prospectus in preliminary and
final form and every form of supplemental or amended prospectus; (b) this
Agreement; and (c) any other printed sales literature or other materials
(provided that the use of said sales literature and other materials has been
first approved for use by the Company and all appropriate regulatory agencies).

                  b. It will furnish such proper information and execute and
file such documents as may be necessary for the Company to qualify the Shares
for offer and sale under the securities laws of such jurisdictions as the Dealer
Manager may reasonably designate and will file and make in each year such
statements and reports as may be required. The Company will furnish to the
Dealer Manager a copy of such papers filed by the Company in connection with any
such qualification.

                  c. It will: (a) use its best efforts to cause the Registration
Statement to become effective; (b) furnish copies of any proposed amendment or
supplement of the Registration Statement or Prospectus to the Dealer Manager;
(c) file every amendment or supplement to the Registration Statement or the
Prospectus that may be required by the SEC; and (d) if at any time the SEC shall
issue any stop order suspending the effectiveness of the Registration Statement,
it will use its best efforts to obtain the lifting of such order at the earliest
possible time.





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                  d. If at any time when a Prospectus is required to be
delivered under the Securities Act any event occurs as a result of which, in the
opinion of either the Company or the Dealer Manager, the Prospectus or any other
prospectus then in effect would include an untrue statement of a material fact
or, in view of the circumstances under which they were made, omit to state any
material fact necessary to make the statements therein not misleading, the
Company will promptly notify the Dealer Manager thereof (unless the information
shall have been received from the Dealer Manager) and will effect the
preparation of an amended or supplemental prospectus which will correct such
statement or omission. The Company will then promptly prepare such amended or
supplemental prospectus or prospectuses as may be necessary to comply with the
requirements of Section 10 of the Securities Act.

         3. Obligations and Compensation of Dealer Manager.

                  a. The Company hereby appoints the Dealer Manager as its agent
and principal distributor for the purpose of selling for cash up to a maximum of
29,000,000 Shares through Dealers, all of whom shall be members of the National
Association of Securities Dealers, Inc. (NASD). The Dealer Manager may sell
Shares for cash directly to its own clients and customers and to institutional
investors approved by the Company at the public offering price and subject to
the terms and conditions stated in the Prospectus. The Dealer Manager hereby
accepts such agency and distributorship and agrees to use its best efforts to
sell the Shares on said terms and conditions. The Dealer Manager represents to
the Company that it is a member of the NASD and that it and its employees and
representatives have all required licenses and registrations to act under this
Agreement.

                  b. Promptly after the effective date of the Registration
Statement, the Dealer Manager and the Dealers shall commence the offering of the
Shares for cash to the public in jurisdictions in which the Shares are
registered or qualified for sale or in which such offering is otherwise
permitted. The Dealer Manager and the Dealers will suspend or terminate offering
of the Shares upon request of the Company at any time and will resume offering
the Shares upon subsequent request of the Company.

                  c. Except as provided in the "Plan of Distribution" section of
the Prospectus, as compensation for the services rendered by the Dealer Manager,
the Company agrees that it will pay to the Dealer Manager selling commissions in
the amount of 7% of the gross proceeds of the Shares sold plus a dealer manager
fee in the amount of 2.5% of the gross proceeds of the Shares sold.

         The Company will not be liable or responsible to any Dealer for direct
payment of commissions to such Dealer, it being the sole and exclusive
responsibility of the Dealer Manager for payment of commissions to Dealers.
Notwithstanding the above, at its discretion, the Company may act as agent of
the Dealer Manager by making direct payment of commissions to such Dealers
without incurring any liability therefor.

                  d. The Dealer Manager represents and warrants to the Company
and each person and firm that signs the Registration Statement that the
information under the caption "Plan of Distribution" in the Prospectus and all
other information furnished to the Company by the Dealer Manager in writing
expressly for use in the Registration Statement, any preliminary prospectus, the
Prospectus, or any amendment or supplement thereto does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.

                  e. The Dealer Manager and all Dealers will offer and sell the
Shares at a price of $10 per share. Notwithstanding the foregoing, Shares may be
sold to executive officers, directors, employees and affiliates of Fidelity
Dividend Capital Advisors LLC (the "Advisor") at a discount which, as provided
in the "Plan of Distribution" section of the Prospectus, reflects a reduction in
(i) the acquisition and advisory fees payable to the Advisor, (ii) the dealer
manager fee and/or (iii) the selling commissions otherwise payable with respect
to such Shares. Also as provided in the "Plan of Distribution" section of the
Prospectus, the Dealer Manager or any Broker may reduce the amount of its
selling commission on sales of 50,000 or more Shares to any purchaser in order
to provide a reduction to the total purchase price for such Shares.




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         4. Indemnification.

                  a. The Company will indemnify and hold harmless the Dealers
and the Dealer Manager, their officers and directors and each person, if any,
who controls such Dealer or Dealer Manager within the meaning of Section 15 of
the Securities Act from and against any losses, claims, damages or liabilities,
joint or several, to which such Dealers or Dealer Manager, their officers and
directors, or such controlling person may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (a) any untrue
statement or alleged untrue statement of a material fact contained (i) in any
Registration Statement (including the Prospectus as a part thereof) or any
post-effective amendment thereto or in the Prospectus or any amendment or
supplement to the Prospectus or (ii) in any blue sky application or other
document executed by the Company or on its behalf specifically for the purpose
of qualifying any or all of the Shares for sale under the securities laws of any
jurisdiction or based upon written information furnished by the Company under
the securities laws thereof (any such application, document or information being
hereinafter called a "Blue Sky Applications"), or (b) the omission or alleged
omission to state in the Registration Statement (including the Prospectus as a
part thereof) or any post-effective amendment thereof or in any Blue Sky
Application a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (c) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus, if
used prior to the effective date of the Registration Statement, or in the
Prospectus or any amendment or supplement to the Prospectus or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and will reimburse
each Dealer or Dealer Manager, its officers and each such controlling person for
any legal or other expenses reasonably incurred by such Dealer or Dealer
Manager, its officers and directors, or such controlling person in connection
with investigating or defending such loss, claim, damage, liability or action;
provided that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of, or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to
the Company or Dealer Manager by or on behalf of any Dealer or Dealer Manager
specifically for use with reference to such Dealer or Dealer Manager in the
preparation of the Registration Statement or any such post-effective amendment
thereof, any such Blue Sky Application or any such preliminary prospectus or the
Prospectus or any such amendment thereof or supplement thereto; and further
provided that the Company will not be liable in any such case if it is
determined that such Dealer or Dealer Manager was at fault in connection with
the loss, claim, damage, liability or action.


         Notwithstanding the foregoing, the Company may not indemnify or hold
harmless the Dealer Manager, any Dealer or any of their affiliates in any manner
that would be inconsistent with the provisions of section II.G. of the NASAA
REIT Guidelines. In particular, but without limitation, the Company may not
indemnify or hold harmless the Dealer Manager, any Dealer or any of their
affiliates for liabilities arising from or out of a violation of state or
federal securities laws, unless one or more of the following conditions are met:

         There has been a successful adjudication on the merits of each count
involving alleged securities law violations;

         Such claims have been dismissed with prejudice on the merits by a court
of competent jurisdiction; or

         A court of competent jurisdiction approves a settlement of the claims
against the indemnitee and finds that indemnification of the settlement and the
related costs should be made, and the court considering the request for
indemnification has been advised of the position of the Securities and Exchange
Commission and of the published position of any state securities regulatory
authority in which the securities were offered as to indemnification for
violations of securities laws.





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                  b. The Dealer Manager will indemnify and hold harmless the
Company, each officer and director of the Company, and each person or firm which
has signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act, from and against
any losses, claims, damages or liabilities to which any of the aforesaid parties
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (a) any untrue statement of a material fact contained (i)
in the Registration Statement (including the Prospectus as a part thereof) or
any post-effective amendment thereof or (ii) any Blue Sky Application, or (b)
the omission to state in the Registration Statement (including the Prospectus as
a part thereof) or any post-effective amendment thereof or in any Blue Sky
Application a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (c) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus, if
used prior to the effective date of the Registration Statement, or in the
Prospectus, or in any amendment or supplement to the Prospectus or the omission
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein in the light of the circumstances under
which they were made not misleading in each case to the extent, but only to the
extent, that such untrue statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Dealer Manager specifically for use with reference to the Dealer Manager in
the preparation of the Registration Statement or any such post-effective
amendments thereof or any such Blue Sky Application or any such preliminary
prospectus or the Prospectus or any such amendment thereof or supplement
thereto, or (d) any unauthorized use of sales materials or use of unauthorized
verbal representations concerning the Shares by the Dealer Manager and will
reimburse the aforesaid parties, in connection with investigation or defending
such loss, claim, damage, liability or action. This indemnity agreement will be
in addition to any liability, which the Dealer Manager may otherwise have.

                  c. Each Dealer severally will indemnify and hold harmless the
Company, Dealer Manager and each of their directors (including any persons named
in any of the Registration Statements with his consent, as about to become a
director), each of their officers who has signed any of the Registration
Statements and each person, if any, who controls the Company and the Dealer
Manager within the meaning of Section 15 of the Securities Act from and against
any losses, claims, damages or liabilities to which the Company, the Dealer
Manager, any such director or officer, or controlling person may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(a) any untrue statement or alleged untrue statement of a material fact
contained (i) in the Registration Statement (including the Prospectus as a part
thereof) or any post-effective amendment thereof or (ii) in any Blue Sky
Application, or (b) the omission or alleged omission to state in the
Registration Statement (including the Prospectus as a part thereof or any
post-effective amendment thereof or in any Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (c) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, if used prior to the
effective date of the Registration Statement, or in the Prospectus, or in any
amendment or supplement to the Prospectus or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading in each case to the extent, but only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company or the Dealer Manager by or on behalf of
such Dealer specifically for use with reference to such Dealer in the
preparation of the Registration Statement or any such post-effective amendments
thereof or any such Blue Sky Application or any such preliminary prospectus or
the Prospectus or any such amendment thereof or supplement thereto, or (d) any
unauthorized use of sales materials or use of unauthorized verbal
representations concerning the Shares by such Dealer or Dealer's representations
or agents in violation of Section VII of the Selected Dealer Agreement or
otherwise and will reimburse the Company and the Dealer Manager and any such
directors or officers, or controlling person, in connection with investigating
or defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability, which such Dealer may otherwise
have.






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                  d. Promptly after receipt by an indemnified party under this
Section 4 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 4, notify in writing the indemnifying party of the
commencement thereof; the omission so to notify the indemnifying party will
relieve it from liability under this Section 4 only in the event and to the
extent the failure to provide such notice adversely affects the ability to
defend such action. In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled, to the extent it may wish, jointly with any
other indemnifying party similarly notified, to participate in the defense
thereof, with separate counsel. Such participation shall not relieve such
indemnifying party of the obligation to reimburse the indemnified party for
reasonable legal and other expenses (subject to paragraph (e) of this Section 4)
incurred by such indemnified party in defending itself, except for such expenses
incurred after the indemnifying party has deposited funds sufficient to effect
the settlement, with prejudice, of the claim in respect of which indemnity is
sought. Any such indemnifying party shall not be liable to any such indemnified
party on account of any settlement of any claim or action effected without the
consent of such indemnifying party.

                  e. The indemnifying party shall pay all legal fees and
expenses of the indemnified party in the defense of such claims or actions;
provided, however, that the indemnifying party shall not be obliged to pay legal
expenses and fees to more than one law firm in connection with the defense of
similar claims arising out of the same alleged acts or omissions giving rise to
such claims notwithstanding that such actions or claims are alleged or brought
by one or more parties against more than one indemnified party. If such claims
or actions are alleged or brought against more than one indemnified party, then
the indemnifying party shall only be obliged to reimburse the expenses and fees
of the one law firm that has been selected by a majority of the indemnified
parties against which such action is finally brought; and in the event a
majority of such indemnified parties is unable to agree on which law firm for
which expenses or fees will be reimbursable by the indemnifying party, then
payment shall be made to the first law firm of record representing an
indemnified party against the action or claim. Such law firm shall be paid only
to the extent of services performed by such law firm and no reimbursement shall
be payable to such law firm on account of legal services performed by another
law firm.

                  f. The indemnity agreements contained in this Section 4 shall
remain operative and in full force and effect regardless of (a) any
investigation made by or on behalf of any Dealer, or any person controlling any
Dealer or by or on behalf of the Company, the Dealer Manager or any officer or
director thereof, or by or on behalf of the Company or the Dealer Manager, (b)
delivery of any Shares and payment therefor, and (c) any termination of this
Agreement. A successor of any Dealer or of any of the parties to this Agreement,
as the case may be, shall be entitled to the benefits of the indemnity
agreements contained in this Section 4.

         5. Survival of Provisions. The respective agreements, representations
and warranties of the Company and the Dealer Manager set forth in this Agreement
shall remain operative and in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of the
Dealer Manager or any Dealer or any person controlling the Dealer Manager or any
Dealer or by or on behalf of the Company or any person controlling the Company,
and (c) the acceptance of any payment for the Shares.

         6. Applicable Law. This Agreement was executed and delivered in, and
its validity, interpretation and construction shall be governed by the laws of,
the State of Delaware; provided however, that causes of action for violations of
federal or state securities laws shall not be governed by this Section.

          7. Counterparts. This Agreement may be executed in any number of
counterparts. Each counterpart, when executed and delivered, shall be an
original contract, but all counterparts, when taken together, shall constitute
one and the same Agreement.

         8. Successors and Amendment.





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                  a. This Agreement shall inure to the benefit of and be binding
upon the Dealer Manager and the Company and their respective successors. Nothing
in this Agreement is intended or shall be construed to give to any other person
any right, remedy or claim, except as otherwise specifically provided herein.
This Agreement shall inure to the benefit of the Dealers to the extent set forth
in Sections 1 and 4 hereof.

             b. This Agreement may be amended by the written agreement of the
Dealer Manager and the Company.

         9. Term. Any party to this Agreement shall have the right to terminate
this Agreement on 60 days' written notice.

         10. Confirmation. The Company hereby agrees and assumes the duty to
confirm on its behalf and on behalf of Dealers who sell the Shares all orders
for purchase of Shares accepted by the Company. Such confirmations will comply
with the rules of the SEC and the NASD, and will comply with applicable laws of
such other jurisdictions to the extent the Company is advised of such laws in
writing by the Dealer Manager.

         11. Suitability of Investors. The Dealer Manager will offer Shares, and
in its agreements with Dealers will require that the Dealers offer Shares, only
to persons who meet the financial qualifications set forth in the Prospectus or
in any suitability letter or memorandum sent to it by the Company and will only
make offers to persons in the states in which it is advised in writing that the
Shares are qualified for sale or that such qualification is not required. In
offering Shares, the Dealer Manager will, and in its agreements with Dealers,
the Dealer Manager will, require that the Dealer comply with the provisions of
all applicable rules and regulations relating to suitability of investors,
including without limitation, the provisions of Article III.C. of the Statement
of Policy Regarding Real Estate Investment Trusts of the North American
Securities Administrators Association, Inc.

         12. Submission of Orders.

                  a. Those persons who purchase Shares will be instructed by the
Dealer Manager or the Dealer to make their checks payable to "Fidelity Dividend
Capital Inc." The Dealer Manager and any Dealer receiving a check not conforming
to the foregoing instructions shall return such check directly to such
subscriber not later than the end of the next business day following its
receipt. Checks received by the Dealer Manager or Dealer which conforms to the
foregoing instructions shall be transmitted for deposit pursuant to one of the
methods described in this Section 12. Transmittal of received investor funds
will be made in accordance with the following procedures.

                  b. Where, pursuant to a Dealer's internal supervisory
procedures, internal supervisory review is conducted at the same location at
which subscription documents and checks are received from subscribers, checks
will be transmitted in care of the Dealer Manager by the end of the next
business day following receipt by the Dealer for deposit to Fidelity Dividend
Capital, Inc.

                  c. Where, pursuant to a Dealer's internal supervisory
procedures, final internal supervisory review is conducted at a different
location, checks will be transmitted by the end of the next business day
following receipt by the Dealer at the office of the Dealer conducting such
final internal supervisory review (the "Final Review Offices"). The Final Review
Office will in turn by the end of the next business day following receipt by the
Final Review Office, transmit such checks in care of the Dealer Manager for
deposit by the escrow agent appointed for the Offering.

                  d. Where the Dealer Manager is involved in the distribution
process, checks will be transmitted by the Dealer Manager for deposit by the
escrow agent appointed for the Offering as soon as practicable, but in any event
by the end of the second business day following receipt by the Dealer Manager.
Checks of rejected subscribers will be promptly returned to such subscribers.





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         If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter and your acceptance shall constitute a binding agreement
between us as of the date first above written.

                                      Very truly yours,

                                      FIDELITY DIVIDEND CAPITAL INC.

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

                                      Name: Dennis P. Sweenor
                                      Title: President



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

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






Accepted and agreed to as of the date first above written:

(Name of Dealor-Manager)

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

Name:
Title:






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