EXHIBIT 10.9



                               ADVISORY AGREEMENT
                                       OF
                         FIDELITY DIVIDEND CAPITAL INC.




                                TABLE OF CONTENTS





1.  DEFINITIONS................................................................1

2.  APPOINTMENT................................................................8

3.  DUTIES OF THE ADVISOR......................................................8

4.  AUTHORITY OF ADVISOR......................................................10

5.  BANK ACCOUNTS.............................................................11

6.  RECORDS; ACCESS...........................................................11

7.  LIMITATIONS ON ACTIVITIES.................................................11

8.  RELATIONSHIP WITH DIRECTORS...............................................11

9.  FEES......................................................................11

10. EXPENSES..................................................................14

11. OTHER SERVICES............................................................15

12. FIDELITY BOND.............................................................16

13. REIMBURSEMENT TO THE ADVISOR..............................................16

14. OTHER ACTIVITIES OF THE ADVISOR...........................................16

15. RELATIONSHIP OF ADVISOR AND COMPANY.......................................17

16. TERM; TERMINATION OF AGREEMENT............................................17

17. TERMINATION BY EITHER PARTY...............................................17

18. ASSIGNMENT TO AN AFFILIATE................................................17

19. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION........................18

20. INDEMNIFICATION BY THE COMPANY............................................18

21. INDEMNIFICATION BY ADVISOR................................................18



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                                TABLE OF CONTENTS
                                   (Continued)



22. NOTICES...................................................................19

23. MODIFICATION..............................................................19

24. SEVERABILITY..............................................................19

25. CONSTRUCTION..............................................................19

26. ENTIRE AGREEMENT..........................................................19

27. INDULGENCES, NOT WAIVERS..................................................19

28. GENDER....................................................................20

29. TITLES NOT TO AFFECT INTERPRETATION.......................................20

30. EXECUTION IN COUNTERPARTS.................................................20

31. INITIAL INVESTMENT........................................................20
















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                               ADVISORY AGREEMENT



         THIS ADVISORY AGREEMENT, dated as of __________, 2004, is between
Fidelity Dividend Capital Inc., a Maryland corporation (the "Company"), and
Fidelity Dividend Capital Advisors LLC, Delaware limited liability company (the
"Advisor").


                                   WITNESSETH

         WHEREAS, the Company has filed with the Securities and Exchange
Commission a Registration Statement on Form S-11 covering a public offering of
shares of its common stock ("Shares") and the Company may subsequently issue
securities other than such Shares ("Securities") or otherwise raise additional
capital;

         WHEREAS, the Company intends to qualify as a REIT (as defined below),
and 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 of 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, exclusive of Acquisition
Fees, incurred by the Company, the Advisor, or any Affiliate of either in
connection with the selection or acquisition of any Property, 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 and the
Selection or acquisition of any Property, including, without limitation, real
estate commissions, acquisition fees, finder's fees, selection fees,
nonrecurring management fees, consulting fees, loan fees, points, or any other
fees or commissions of a similar nature.

         ADVISOR. Fidelity Dividend Capital Advisors LLC, a Delaware limited
liability company, any successor advisor to the Company, or any person or entity
to which Fidelity Dividend Capital Advisors LLC or any successor advisor
subcontracts substantially all of its functions.

      AFFILIATE OR AFFILIATED. As to any individual, corporation, partnership,
trust or other association, (i) any Person or entity, directly or indirectly,
through one or more intermediaries controlling, controlled by, or Under common
control with such other 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 such other person





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<PAGE>

or entity; (iii) any officer, director, partner, or trustee of such other
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, as amended from time to time.

        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 Properties and loans made by the Company which are 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 are 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.

         CASH FROM FINANCINGS. Net cash proceeds realized by the Company from
the financing of Company Property or from the refinancing of any Company
indebtedness.

         CASH FROM SALES. Net cash proceeds realized by the Company from the
sale, exchange or other disposition of any of its assets after deduction of all
expenses incurred in connection therewith. Cash from Sales shall not include
Cash from Financings.

         CASH FROM SALES AND FINANCINGS. The total sum of Cash from Sales and
Cash from Financings.

         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.








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         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.

         FIDELITY DIVIDEND CAPITAL 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, which is transferred or conveyed to the Company
(including all rents, income, profits and gains there from), 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 a Company Property.

         CUMULATIVE RETURN. For the period for which the calculation is being
made, the percentage resulting from dividing (A) the total Distributions paid on
each Distribution date during such period (without regard to Distributions paid
out of Cash from Sales and Financings), by (B) the product of (i) the average
Invested Capital for such period (calculated on a daily basis), and (ii) the
number of years (including fractions thereof) elapsed during such period.

         DEALER MANAGER.________________, or such other Person or entity
selected by the Board of Directors to act as the dealer manager for the
Offering. ____________________is a member of the National Association of
Securities Dealers, Inc.

         DEALER MANAGER FEE. Up to 2.5% of Gross Proceeds payable to the Dealer
Manager for serving as the dealer manager of the Offering.

         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 Shares, including distributions that may constitute a
return of capital for federal income tax purposes.

         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.

         FINAL CLOSING DATE. The last date on which purchasers of Shares offered
pursuant to the Prospectus is issued such Shares.







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<PAGE>


         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 Offering, without deduction for Selling
Commissions, volume discounts, the marketing support and due diligence expense
reimbursement fee or Organization and Offering Expenses. For the purpose of
Computing Gross Proceeds, the purchase price of any Share for which reduced
Selling Commissions are paid to the Dealer Manager or a Soliciting Dealer (where
net proceeds to the Company are not reduced) shall be deemed to be $10.00.

         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.

         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 partnership arrangements (other
than Fidelity Dividend Capital Operating Partnership LP) in which the Company is
a co-venture or general partner which are established to acquire Properties.

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

        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
(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 Operating
Partnership. In the case of a transaction described in clause (B) of such
definition, Net Sales Proceeds means the proceeds of any such transaction less
the amount of any legal and other selling



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<PAGE>


expenses incurred by the Operating Partnership in connection with such
transaction. In the case of a transaction described in clause (C) of such
definition, Net Sales Proceeds means the proceeds of any such transaction
actually distributed to the Operating Partnership from the Joint Venture less
any expenses incurred by the Operating Partnership in connection with such
transaction. In the case of a transaction described in clause (D) of the
definition of Sale, Net Sales Proceeds means the proceeds of such transaction or
series of transactions less the amount of all commissions and closing costs paid
by the Operating Partnership. In the case of transactions described in clause
(E) of such definition, Net Sales Proceeds means the proceeds of any such
transaction less the amount of all selling costs and other expenses incurred by
the Operating Partnership in connection with such transaction. Net Sales
Proceeds shall also include, in the case of any lease of a Property consisting
of a building only, any amounts that the Company determines, in its discretion,
to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall
not include any amounts used to repay outstanding indebtedness secured by the
asset disposed of in the sale.


         OFFERING. The initial public offering of Shares pursuant to the
Prospectus.


         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
advisory fees, but excluding (i) the expenses of raising capital such as
Organizational and Offering Expenses, the Dealer Manager Fee, Selling
Commissions, 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
Property Management Fee 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).


         OPERATING PARTNERSHIP. Fidelity Dividend Capital Operating Partnership
LP, the limited partnership through which the Company will own the Properties.

         OP UNIT. Units of limited partnership interest in the Operating
Partnership.


         ORGANIZATIONAL AND OFFERING EXPENSES. Any and all costs and expenses,
other than Selling Commissions and the 2.5% Dealer Manager Fee and due diligence
expense reimbursement fee, incurred by the Advisor or any Affiliate in
connection with the formation, qualification and registration of the Company and
the marketing and distribution of Shares, including, without limitation, the
following: total underwriting and brokerage discounts and commissions (including
fees of the underwriters' attorneys); legal, accounting and escrow fees;
printing, amending, supplementing, mailing and distribution costs; Salaries of
employees while engaged in registering, marketing and wholesaling the Shares;
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. The Organizational and Offering
Expenses paid by the Company in connection with formation of the Company will
not exceed 3% of the Gross Proceeds raised in connection with such Offering.


      PERMITTED AFFILIATE. Any Affiliate of the Advisor other than an Affiliate
that is a property management company engaged to manage any Properties or other
assets owned directly or indirectly by the Company.


 PERSON. An individual, corporation, partnership, trust, joint venture, Limited
Liability Company or other entity.



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<PAGE>


         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 or the Operating Partnership,
either directly or through joint venture arrangements or other partnerships.


         PROPERTY MANAGEMENT FEE. Fees paid to a property management company
(which may be an Affiliate of the Advisor) in consideration for the management
and leasing of Properties.


         PROSPECTUS. "Prospectus" has the meaning set forth in Section 2(10) of
the Securities Act of 1933, as amended (the "Securities Act"), including a
preliminary Prospectus, an offering circular as described in Rule 256 of the
General Rules and Regulations under the Securities Act 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 filed on Form S-11
with respect to the Offering, of which the Prospectus is a part.

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


         SALE OR SALES. Any transaction or series of transactions whereby: (A)
the Operating Partnership 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 Operating Partnership sells, grants, transfers,
conveys, or relinquishes its ownership of all or substantially all of the
Interest of the Operating Partnership in any Joint Venture in which it is a
co-venturer or partner; (C) any Joint Venture in which the Operating Partnership
is 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; (D) the Operating Partnership sells, grants, conveys, or relinquishes
its interest in any asset, or portion thereof, including any event with respect
to any asset which gives rise to a significant amount of insurance proceeds or
similar awards; or (E) the Operating Partnership sells or otherwise disposes of
or distributes all of its assets in liquidation of the Operating Partnership.


         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.

         SELLING COMMISSIONS. Up to 7% of Gross Proceeds payable to the Dealer
Manager or Soliciting Dealers with respect to Securities sold by them.

         SHARES. The shares of the common stock of the Company to be sold in the
Offering.

         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 Dealer Manager to sell Shares.





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         SPONSOR. Any Person directly or indirectly instrumental in organizing,
wholly or in part, the Company or any Person who 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 wholly independent third parties such as
attorneys, accountants, and underwriters whose only compensation is for
professional services.

         STOCKHOLDERS. The registered holders of the Company's Shares.

         STOCKHOLDERS' 7% RETURN. As of each date, an aggregate amount equal to
a 7% cumulative, noncompounded, annual return on Invested Capital.

         TERMINATION DATE. The date of termination of the Agreement.

         TERMINATION EVENT. The termination or non-renewal of this Agreement (i)
in connection with a merger, sale of assets or transaction involving the Company
pursuant to which a majority of the Directors then in office are replaced or
removed, (ii) by the Advisor for Good Reason or (iii) by the Company other than
for Cause.

         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.

         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 a Permitted 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




                                      -7-
<PAGE>


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, (ii)
structure and negotiate the terms and conditions of transactions pursuant to
which investment in Properties will be made; (iii) make investments in
Properties 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 (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;

                  g. obtain the prior approval of the Directors for any and all
investments in Properties;

                  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;

               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

               n. notify the Board of all proposed material transactions before
they are completed.

         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 in compliance with the
investment objectives and policies of the Company, (4) arrange for financing or
refinancing Property, (5) enter into leases and service contracts for the
Company's Property, (6) oversee Affiliated and non-Affiliated property managers
who perform services for the Company; and (7) manage accounting and other
record-keeping functions for the Company.





                                      -8-
<PAGE>


                  b. Notwithstanding the foregoing, any investment in
Properties, 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

                  c. 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, as amended, or (c) violate any law, rule,
regulation or statement of policy of any governmental body or agency having
jurisdiction over the Company, its 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 taken or omitted to be taken in the
performance of their duties under this Agreement except as provided in
Paragraphs 20 and 21 of this Agreement.

        8. RELATIONSHIP WITH DIRECTORS. Subject to paragraph 7 of this Agreement
and to restrictions advisable with respect to the qualification of the Company
as a REIT, directors, officers and employees of the Advisor or an Affiliate of
the Advisor, 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-
<PAGE>


      9.       FEES.

                  a. Acquisition Fees. The Advisor shall receive as compensation
for services rendered in connection with the investigation, selection and
acquisition (by purchase, investment or exchange) of Property an Acquisition Fee
payable by the Company. The 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 Acquisition
Fees paid to the Advisor or its Affiliates shall not exceed 3% of the Contract
Purchase Price of all Properties acquired by the Company. Acquisition Fees shall
be payable on the acquisition of a specific property or the acquisition of a
portfolio of properties through a purchase of assets, merger or similar
transaction. However, the total of all Acquisition Fees and Acquisition Expenses
payable with respect to any Property shall not exceed 6% of the Contract
Purchase Price of such Property unless fees in excess of such amount are
approved by a majority of the Directors not interested in such transaction and
by a majority of the Directors not interested in such transaction.


                  b. Subordinated Disposition Fee. If the Advisor or an
Affiliate provides a substantial amount of the services 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' 7% 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' 7% 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' 7% 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.


                  c. Operating Partnership Interests. The Advisor will make a
capital contribution of $20,000 to the Operating Partnership in exchange for OP
Units. In determining the fair market value of the assets of the Operating
Partnership, (i) in connection with a Termination Event, the Company shall
obtain an appraisal of the properties of the Operating Partnership and (ii) in
connection with the Listing, the Company shall make such determination taking
into account the market value of the Company's listed Shares based upon the
average closing price, or average of bid and asked prices, as the case may be,
during a period of 30 days during which such Shares are traded beginning 180
days after the Listing.


                  d. 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 principal bank then used by the
Company and



                                      -10-
<PAGE>


(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.


          e. 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 Directors must
approve the new fee structure negotiated with the Advisor. In negotiating a new
fee structure, the 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 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.

                  f. Exclusion of Certain Transactions. In the event the Company
shall propose to enter into any transaction in which an officer or director of
the Company, the Advisor, or any Affiliate of the Company or the Advisor has a
direct or indirect interest, then (i) such transaction shall be approved by a
majority of the Board of Directors and also by a majority of the Directors and
(ii) any commissions or remuneration received by any such persons in connection
with such transaction shall be deducted from the fees payable under this
Agreement.


         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 Organizational and Offering
Expenses; provided, however, that within 60 days after the end of the month in
which the Offering terminates, the Advisor shall reimburse the Company for any
Organizational and Offering Expenses reimbursement received by the Advisor
pursuant to this Paragraph 10, to the extent that such reimbursement exceeds 3%
of the Gross Proceeds or, at the option of the Company, such excess shall be
subtracted from the next reimbursement of expense to be made by the Company
pursuant to this paragraph 10. The Advisor shall be responsible for the payment
of all the Company's Organizational and Offering Expenses in excess of 3% of the
Gross Proceeds;


                           ii. Acquisition Expenses incurred in connection with
the selection and acquisition of Properties 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;






                                      -11-
<PAGE>

                           v. taxes and assessments on income of the Company or
Properties;

                           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 Organization and Offering Expenses;

                           x. expenses connected with payments of Distributions
in cash or otherwise made or caused to be made by the Company 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. 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); and

                           xiv. 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
$200,000 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 Operating Expenses that, in the four
consecutive fiscal quarters then ended (the "Expense Year") exceed (the "Excess
Amount") the greater of 2% of Average Invested Assets or 25% of Net Income (the
"2%/25% Guidelines") for such year. Any Excess Amount paid to the Advisor during
a fiscal quarter shall be repaid to the Company or, at the option of the
Company, subtracted from the Operating Expenses reimbursed during the subsequent
fiscal quarter. If there is an Excess Amount in any




                                      -12-
<PAGE>


Expense Year and the Independent Directors determine that such excess was
justified, based on unusual and nonrecurring factors which they deem sufficient,
the Excess Amount may be carried over and included in Operating Expenses in
subsequent Expense Years, and reimbursed to the Advisor in one or more of such
years, provided that Operating Expenses in any Expense Year, including any
Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines.
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,
there shall be sent to the stockholders a written disclosure of such fact,
together with an explanation of the factors the Independent Directors considered
in determining that such excess expenses were justified. Such determination
shall be reflected in the minutes of the meetings of the Board of Directors. 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 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 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 the Advisor determines is
suitable for the Company based on the criteria set forth above, then the
investment





                                      -13-
<PAGE>


opportunity shall be offered to the Company. The Advisor may consider the
property for its own investment only if such property is deemed inappropriate
for any investment entity, which is advised or managed by the Advisor, including
the Company.

         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 for a period of three years from the date hereof, subject to an unlimited
number of successive three-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 renewal shall be for a term of no
more than three years.


         17. TERMINATION BY EITHER PARTY. This Agreement may be terminated upon
60 days written notice with Cause and without penalty, by either party (by a
majority of the 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 a Permitted Affiliate with the approval of a majority of the
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 of unpaid expense reimbursements pursuant to this Section 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. 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 documents of the Company then in the custody
                  of the Advisor; and

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




                                      -14-
<PAGE>


         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 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, 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:

                                      Fidelity Dividend Capital Inc.
                                      Suite 52-A
                                      Smoke Ridge Rd.
                                      Queensbury, N.Y. 12804
         To the Advisor:
                                      Fidelity Dividend Capital Advisors LLC
                                      Suite 52-A
                                      Smoke Ridge Rd.
                                      Queensbury, N.Y. 12804

         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
              Delaware.









                                      -15-
<PAGE>


         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. INITIAL INVESTMENT. The Advisor has made a capital contribution of
$20,000 to the Operating Partnership in exchange for OP Units. The Advisor may
not sell any of the OP Units while the Advisor acts in such advisory capacity to
the Company, provided, that such OP Units may be transferred to Affiliates of
the Advisor. The restrictions included above shall not apply to any other
Securities acquired by the Advisor or its Affiliates. The Advisor shall not vote
any Shares it now owns, or hereafter acquires, in any vote for the election 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 Advisory
Agreement as of the date and year first above written.















                                      -16-
<PAGE>


         FIDELITY DIVIDEND CAPITAL INC.

                                   By:
                                         --------------------
                                   Name:
                                              ------------------

                                   Title: President




                                   By:
                                         --------------------
                                   Name:
                                              ------------------

                                   Title: Executive Vice-President








          FIDELITY DIVIDEND CAPITAL ADVISORS, LLC




                                   By:
                                         --------------------
                                   Name:
                                              ------------------

                                   Title: President




                                   By:
                                         --------------------
                                   Name:
                                              ------------------

                                   Title: Executive Vice-President








                                      -17-
<PAGE>