EXHIBIT 10.8




                           WARRANT PURCHASE AGREEMENT
                                       OF
                         FIDELITY DIVIDEND CAPITAL INC.




         This Warrant Purchase Agreement (the "Agreement") is made by and
between Fidelity Dividend Capital Inc., a Maryland corporation (the "Company"),
and _____________________________ (the "Warrant holder").

         The Company hereby agrees to issue and sell, and the Warrant holder
agrees to purchase, for the total purchase price of $________, warrants as
hereinafter described (the "Soliciting Dealer Warrants") to purchase up to an
aggregate of 1,000,000 Shares (subject to adjustment pursuant to Section 8
hereof) of the Company's common stock, $.001 par value (the "Shares"). The
Soliciting Dealer Warrants are being purchased in connection with a public
offering of an aggregate of 29,000,000 Shares (the "Offering"), pursuant to that
certain Dealer Manager Agreement (the "Dealer Manager Agreement"), dated
__________ , 2004 between the Company and the Warrant holder as the Dealer
Manager and as the representative of the Soliciting Dealers who may receive
warrants.

         The issuance of the Soliciting Dealer Warrants shall be made in
book-entry form only, provided that the Company shall have the right in its
discretion to begin issuing certificates evidencing the Soliciting Dealer
Warrants at any time.

         In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Soliciting Dealer Warrants and the respective rights
and obligations thereunder, the Company and the Warrant holder, for value
received, hereby agree as follows:

1. FORM AND TRANSFERABILITY OF SOLICITING DEALER WARRANTS.

         A. REGISTRATION. The Soliciting Dealer Warrant(s) shall be registered
on the books of the Company (and upon issuance of certificates evidencing such
Soliciting Dealer Warrants, shall be numbered) when issued.

         B. FORM OF SOLICITING DEALER WARRANTS. In the event the Company elects
to issue certificates representing Dealer Warrants, then such certificates shall
be substantially as set forth in Exhibit "A" attached hereto and incorporated
herein. The price per Share (the "Warrant Price") and the number of Shares
issuable upon exercise of the Soliciting Dealer Warrants are subject to
adjustment upon the occurrence of certain events, all as hereinafter provided.
The Soliciting Dealer Warrants shall be dated as of the date of execution
thereof by the Company either upon initial issuance or upon division, exchange,
substitution or transfer.

         C. TRANSFER. The Soliciting Dealer Warrants shall be transferable only
on the books of the Company maintained at its principal office or that of its
designated transfer agent, if designated, upon delivery thereof duly endorsed by
the Warrant holder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. Upon any registration of transfer, the Company shall execute and
deliver a new Soliciting Dealer Warrant to the person entitled thereto.
Assignments or transfers shall be made pursuant to the form of Assignment
attached as Exhibit "C" hereto.

         D. LIMITATIONS ON TRANSFER OF SOLICITING DEALER WARRANTS. The
Soliciting Dealer Warrants shall not be sold, transferred, assigned, exchanged
or hypothecated by the Warrant holder for a period of one year following the
effective date of the offering of the Company's shares of common stock, except
to: (i) one or more persons, each of whom on the date of transfer is an officer
and director or partner



                                      -1-
<PAGE>


of a Warrant holder or an officer and director or partner of a successor to a
Warrant holder as provided in clause (iv) of this Subsection; (ii) a partnership
or partnerships, all of the partners of which are a Warrant holder and one or
more persons, each of whom on the date of transfer is an officer and director of
a Warrant holder or an officer and director or partner of a successor to a
Warrant holder; (iii) broker-dealers which have executed, and are not then in
default of, the Soliciting Dealer Agreement regarding the Offering (the "Selling
Group") and one or more persons, each of whom on the date of transfer is an
officer and director or partner of a member of the Selling Group or an officer
and director or partner of a successor to a member of the Selling Group; (iv) a
successor to a Warrant holder or a successor to a member of the Selling Group
through merger or consolidation; (v) a purchaser of all or substantially all of
a Warrant holder's or Selling Group members' assets; or (vi) by will, pursuant
to the laws of descent and distribution, or by operation of law; provided,
however, that any securities transferred pursuant to clauses (i) through (vi) of
this Subsection D shall remain subject to the transfer restrictions specified
herein for the remainder of the initially applicable one year time period. The
Soliciting Dealer Warrant may be divided or combined, upon written request to
the Company by the Warrant holder, into a certificate or certificates
representing the right to purchase the same aggregate number of shares.

                  Unless the context indicates otherwise, the term "Warrant
holder" shall include any transferee of the Soliciting Dealer Warrant pursuant
to this Subsection D, and the term "Warrant" shall include any and all
Soliciting Dealer Warrants outstanding pursuant to this Agreement, including
those evidenced by a certificate or certificates issued upon division, exchange,
substitution or transfer pursuant to this Agreement.

         E. EXCHANGE OR ASSIGNMENT OF SOLICITING DEALER WARRANT. Any Soliciting
Dealer Warrant certificate may be exchanged without expense for another
certificate or certificates entitling the Warrant holder to purchase a like
aggregate number of Shares as the certificate or certificates surrendered then
entitled such Warrant holder to purchase. Any Warrant holder desiring to
exchange a Soliciting Dealer Warrant certificate shall make such request in
writing delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Soliciting Dealer Warrant to be so exchanged.
Thereupon, the Company shall execute and deliver to the person entitled thereto
a new Soliciting Dealer Warrant certificate as so requested.

                  Any Warrant holder desiring to assign a Soliciting Dealer
Warrant shall make such request in writing delivered to the Company, and shall
surrender, properly endorsed, the certificate evidencing the Soliciting Dealer
Warrant to be so assigned, with an instrument of assignment duly executed
accompanied by proper evidence of assignment, succession or authority to
transfer, and funds sufficient to pay any transfer tax, whereupon the Company
shall, without charge, execute and deliver a new Soliciting Dealer Warrant
certificate in the name of the assignee named in such instrument of assignment
and the original Soliciting Dealer Warrant certificate shall promptly be
cancelled.


2. TERMS AND EXERCISE OF SOLICITING DEALER WARRANTS.

         A. EXERCISE PERIOD. Subject to the terms of this Agreement, the Warrant
holder shall have the right to purchase one Share from the Company at a price of
$12 (120% of the initial public offering price per Share) during the time period
beginning one year from the effective date of the Offering and ending on the
date five years after the effective date of the Offering (the "Exercise
Period"), or if any such date is a day on which banking institutions are
authorized by law to close, then on the next succeeding day which shall not be
such a day, to purchase from the Company up to the number of fully paid and
non-assessable Shares which the Warrant holder may at the time be entitled to
purchase pursuant to the Soliciting Dealer Warrant.

         B. METHOD OF EXERCISE. The Soliciting Dealer Warrant shall be exercised
by surrender to the Company, at its principal office in Queensbury, New York or
at the office of the Company's stock transfer agent, if any, or at such other
address as the Company may designate by notice in writing to the Warrant holder
at the address of the Warrant holder appearing on the books of the Company, of
the certificate



                                      -2-
<PAGE>


evidencing the Soliciting Dealer Warrant to be exercised, together with the
form of Election to Purchase, included as Exhibit "B" hereto, duly completed and
signed, and upon payment to the Company of the Warrant Price (as determined in
accordance with the provisions of Sections 7 and 8 hereof) for the number of
Shares with respect to which such Soliciting Dealer Warrant is then exercised
together with all taxes applicable upon such exercise. Payment of the aggregate
Warrant Price shall be made in cash or by certified check or cashier's check,
payable to the order of the Company. A Soliciting Dealer Warrant may not be
exercised if the Shares to be issued upon the exercise of the Soliciting Dealer
Warrant have not been registered (or be exempt from registration) in the state
of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus
required under the laws of such state cannot be delivered to the buyer on behalf
of the Company. In addition, holders of Soliciting Dealer Warrants may not
exercise the Soliciting Dealer Warrant to the extent such exercise will cause
them to exceed the ownership limits set forth in the Company's Articles of
Incorporation, as amended. If any Soliciting Dealer Warrant has not been
exercised by the end of the Exercise Period, it will terminate and the Warrant
holder will have no further rights thereunder.

         C. PARTIAL EXERCISE. The Soliciting Dealer Warrants shall be
exercisable, at the election of the Warrant holder during the Exercise Period,
either in full or from time to time in part and, in the event that the
Soliciting Dealer Warrant is exercised with respect to less than all of the
Shares specified therein at any time prior to the completion of the Exercise
Period, a new certificate evidencing the remaining Soliciting Dealer Warrants
shall be issued by the Company.

         D. SHARE ISSUANCE UPON EXERCISE. Upon such surrender of the Soliciting
Dealer Warrant certificate and payment of such Warrant Price as described above,
the Company shall issue and cause to be delivered to the Warrant holder in such
name or names as the Warrant holder may designate in writing, a certificate or
certificates for the number of full Shares so purchased upon the exercise of the
Soliciting Dealer Warrant, together with cash, as provided in Section 9 hereof,
with respect to any fractional Shares otherwise issuable upon such surrender.
Such certificate or certificates shall be deemed to have been issued and any
person so designated to be named therein shall be deemed to have become a holder
of such Shares as of the close of business on the date of the surrender of the
Soliciting Dealer Warrant and payment of the Warrant Price (as hereinafter
defined), notwithstanding that the certificates representing such Shares shall
not actually have been delivered or that the stock transfer books of the Company
shall then be closed.

3. MUTILATED OR MISSING SOLICITING DEALER WARRANT.

         In case the certificate or certificates evidencing the Soliciting
Dealer Warrant shall be mutilated, lost, stolen or destroyed, the Company shall,
at the request of the Warrant holder, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated certificate of
certificates, or in lieu of and in substitution for the certificate or
certificates lost, stolen or destroyed, a new Soliciting Dealer Warrant
certificate or certificates of like tenor and date and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of such Soliciting Dealer
Warrant, and of reasonable bond of indemnity, if requested, also satisfactory in
form and amount and at the applicant's cost.

4. RESERVATION OF SHARES.

         There has been reserved, and the Company shall at all times keep
reserved so long as the Soliciting Dealer Warrant remains outstanding, out of
its authorized Common Stock, such number of Shares as shall be subject to
purchase under the Soliciting Dealer Warrant.

5. LEGEND ON SOLICITING DEALER WARRANT SHARES.

         Each certificate for Shares initially issued upon exercise of the
Soliciting Dealer Warrant, unless at the time of exercise such Shares are
registered with the Securities and Exchange Commission (the "Commission"), under
the Securities Act of 1933, as amended (the "Act"), shall bear the following
legend:




                                      -3-
<PAGE>


         NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SHARES SHALL BE
MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED.

         Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of such counsel as shall be reasonably approved by the Company, the
securities represented thereby need no longer be subject to such restrictions.

6. PAYMENT OF TAXES.

         The Company shall pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Shares; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable with respect to any
secondary transfer of the Soliciting Dealer Warrant or the Shares.

7. WARRANT PRICE.

         The price per Share at which Shares shall be purchasable on the
exercise of the Soliciting Dealer Warrant shall be $12 (the "Warrant Price").

8. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.

         The number and kind of securities purchasable upon the exercise of the
Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment
from time to time upon the happening of certain events, as follows:

         A. In case the Company shall (i) pay a dividend in Common Stock or make
a distribution in Common Stock, (ii) subdivide its outstanding Common Stock,
(iii) combine its outstanding Common Stock into a smaller number of shares of
Common Stock, or (iv) issue by reclassification of its Common Stock other
securities of the Company, the number and kind of securities purchasable upon
the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be
adjusted so that the Warrant holder shall be entitled to receive the number and
kind of securities of the Company which it would have owned or would have been
entitled to receive after the happening of any of the events described above had
the Soliciting Dealer Warrant been exercised immediately prior to the happening
of such event or any record date with respect thereto. Any adjustment made
pursuant to this Subsection A shall become effective on the effective date of
such event retroactive to the record date, if any, for such event.

         B. No adjustment in the number of securities purchasable hereunder
shall be required unless such adjustment would require an increase or decrease
of at least one percent (1%) in the number of securities (calculated to the
nearest full Share thereof) then purchasable upon the exercise of the Soliciting
Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the
number of securities purchasable upon the exercise of the Soliciting Dealer
Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes
exercisable; provided, however, that any adjustment which by reason of this
Subsection B is not required to be made immediately shall be carried forward and
taken into account in any subsequent adjustment.

         C. Whenever the number of Shares purchasable upon the exercise of the
Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price
shall be adjusted by multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of Shares
purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of Shares
so purchasable immediately thereafter.





                                      -4-
<PAGE>


         D. For the purpose of this Section 8, the term "Common Stock" shall
mean (i) the class of stock designated as the Common Stock of the Company at the
date of this Agreement; or (ii) any other class of stock resulting from
successive changes or reclassification of such common Stock consisting solely of
changes in par value. In the event that at any time, as a result of an
adjustment made pursuant to this Section 8, the Warrant holder shall become
entitled to purchase any shares of the Company other than Common Stock,
thereafter the number of such other shares so purchasable upon the exercise of
the Soliciting Dealer Warrant and the Warrant Price shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Shares contained in this
Section 8.

         E. Whenever the number of Shares and/or securities purchasable upon the
exercise of the Soliciting Dealer Warrant or the Warrant Price is adjusted as
herein provided, the Company shall cause to be promptly mailed to the Warrant
holder by first class mail, postage prepaid, notice of such adjustment setting
forth the number of Shares and/or securities purchasable upon the exercise of
the Soliciting Dealer Warrant or the Warrant Price after such adjustment, a
brief statement of the facts requiring such adjustment and the computation by
which such adjustment was made.

         F. In case of any reclassification, capital reclassification, capital
reorganization or other change in the outstanding shares of Common Stock of the
Company (other than a change in par value or as a result of an issuance of
Common Stock by way of dividend or other distribution, or of a subdivision or
combination of the Common Stock), or in case of any consolidation or merger of
the Company with or into another corporation or entity (other than a merger with
a subsidiary in which merger the Company is the continuing corporation and which
does not result in any reclassification, capital reorganization or other change
in the outstanding shares of Common Stock of the Company) as a result of which
the holders of the Company's Common Stock become holders of other shares of
securities of the Company or of another corporation or entity, or such holders
receive cash or other assets, or in case of any sale or conveyance to another
corporation of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrant holder an
agreement that the Warrant holder shall have the right thereafter upon payment
for the Warrant Price in effect immediately prior to such action to purchase
upon the exercise of the Soliciting Dealer Warrant the kind and number of
securities and property which it would have owned or have been entitled to have
received after the happening of such reclassification, capital reorganization,
change in the outstanding shares of shares of Common Stock of the Company,
consolidation, merger, sale or conveyance had the Soliciting Dealer Warrant been
exercised immediately prior to such action.

         The agreement referred to in this Subsection F shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8. The provisions of this Subsection F
shall similarly apply to successive reclassification, capital reorganizations,
changes in the outstanding shares of Common Stock of the Company,
consolidations, mergers, sales or conveyances.

         G. Except as provided in this Section 8, no adjustment with respect to
any dividends shall be made during the term of the Soliciting Dealer Warrant or
upon the exercise of the Soliciting Dealer Warrant.


         H. No adjustments shall be made in connection with the public sale and
issuance of the Shares pursuant to the Dealer Manager Agreement or the sale or
issuance of Shares upon the exercise of the Soliciting Dealer Warrant.


        I. Irrespective of any adjustments in the Warrant Price or the number or
kind of securities purchasable upon the exercise of the Soliciting Dealer
Warrant, the Soliciting Dealer Warrant certificate or certificates theretofore
or thereafter issued may continue to express the same price or number or kind of
securities stated in the Soliciting Dealer Warrant initially issuable pursuant
to this Agreement.





                                      -5-
<PAGE>


9. FRACTIONAL INTEREST.

         The Company shall not be required to issue fractional Shares or
securities upon the exercise of the Soliciting Dealer Warrant. If any such
fractional Share would, except for the provisions of this Section 9, be issuable
upon the exercise of the Soliciting Dealer Warrant (or specified portion
thereof), the Company may, at its election, pay an amount in cash equal to the
then current market price multiplied by such fraction. For purposes of this
Agreement, the term "current market price" shall mean: (a) if the Shares are
traded in the over-the-counter market and not on the Nasdaq National Market
("NNM") or on any national securities exchange, the average between the per
share closing bid and asked prices of the Shares for the 30 consecutive trading
days immediately preceding the date in question, as reported by the NNM or an
equivalent generally accepted reporting service; or (b) if the Shares are traded
on the NNM or on a national securities exchange, the average for the 30
consecutive trading days immediately preceding the date in question of the daily
per share closing prices of the Shares on the NNM or on the principal national
stock exchange on which it is listed, as the case may be. The closing price
referred to in clause (b) above shall be the last reported sales price or, in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices on the NNM or on the principal national securities
exchange on which the Shares are then listed, as the case may be. If the Shares
are not publicly traded, then the "current market price" shall mean $10 for the
first three years following the termination of the Offering.

10. NO RIGHTS AS STOCKHOLDER; NOTICES OF WARRANTHOLDER.

         Nothing contained in this Agreement or in the Soliciting Dealer Warrant
shall be construed as conferring upon the Warrant holder or its transferee any
rights as a stockholder of the Company, either at law or in equity, including
the right to vote, receive dividends, consent or notices as a stockholder with
respect to any meeting of stockholders for the election of directors of the
Company or for any other matter.

11.      REGISTRATION OF SOLICITING DEALER WARRANTS AND SHARES PURCHASABLE
         THEREUNDER.

         The Shares purchasable under the Soliciting Dealer Warrants are being
registered as part of the Offering. The Company undertakes to make additional
filings with the Commission to the extent required to keep the Shares registered
through the Exercise Period.

12.      INDEMNIFICATION.

         In the event of the filing of any registration statement with respect
to the Soliciting Dealer Warrants or the Shares pursuant to Section 11 above,
the Company and the Warrant holder (and/or selling Warrant holder or such holder
of Shares, as the case may be), shall agree to indemnify and hold harmless the
other to the same extent and in the same manner as provided in the Dealer
Manager Agreement.

13.       CONTRIBUTION.

         In order to provide for just and equitable contribution under the Act
in any case in which: (a) the Warrant holder or any holder of Shares makes a
claim for indemnification pursuant to Section 12 hereof, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right to appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 12 hereof
provide for indemnification in such case; or (b) contribution under the Act may
be required on the part of the Warrant holder or any holder of Shares, the
Company and the Warrant holder, or such holder of Shares, shall agree to
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (which shall, for all purposes of this Agreement, including, but
not limited to, all costs of defense and investigation and all attorneys' fees),
in either such case (after contribution from others) on the basis of relative
fault as well as any other relevant equitable considerations in the same manner
as provided by the parties in the Dealer Manager Agreement.




                                      -6-
<PAGE>


14.      NOTICES.

         Any notice given pursuant to this Agreement by the Company or by the
Warrant holder shall be in writing and shall be deemed to have been duly given
if delivered or mailed by certified mail, return receipt requested:

                           (a) If to the Warrant holder, addressed to:

                                    (Name of Broker-Dealor)

                                    (Address of Broker-Dealor)

                           (b) If to the Company, addressed to:

                                    Fidelity Dividend Capital Inc.
                                    Suite 52-A, Smoke Ridge Rd.
                                    Queensbury, New York 12804

         Each party hereto may, from time to time, change the address to which
notices to it are to be delivered or mailed hereunder by notice in accordance
herewith to the other party.

15. PARTIES IN INTEREST.

         Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrant holder and, to the extent
expressed, any holder of Shares, any person controlling the Company or the
Warrant holder or any holder of Shares, directors of the Company, nominees for
directors (if any) named in the Prospectus, or officers of the Company who have
signed the registration statement, any legal or equitable right, remedy or claim
under this Agreement, and this Agreement shall be for the sole an exclusive
benefit of the aforementioned parties.

16.      SUCCESSORS.

         All the covenants and provisions of this Agreement by or for the
benefit of the parties listed in Section 15 above shall bind and inure to the
benefit of their respective executors, administrators, successors and assigns
hereunder; provided, however, that the rights of the Warrant holder or holder of
Shares shall be assignable only to those persons and entities specified in
Section 1, Subsection D thereof, in which event such assignee shall be bound by
each of the terms and conditions of this Agreement.

17. MERGER OR CONSOLIDATION OF THE COMPANY.

         The Company shall not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless it complies with the provisions of Section 8, Subsection F
thereof.

18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All statements contained in any schedule, exhibit, certificate or other
instrument delivered by or on behalf of the parties hereto, or in connection
with the transactions contemplated by this Agreement, shall be deemed to be
representations and warranties hereunder. Notwithstanding any investigations
made by or on behalf of the parties to this Agreement, all representations,
warranties and agreements made by the parties to this Agreement or pursuant
hereto shall survive.







                                      -7-
<PAGE>


19. CHOICE OF LAW.

         This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Delaware,
including all matters of construction, validity, performance and enforcement,
and without giving effect to the principles of conflict of laws; provided,
however, that causes of action for violations of federal or state securities
laws shall not be governed by this Section.

20.      JURISDICTION.

         The parties submit to the jurisdiction of the Courts of the State of
Delaware or a Federal Court impaneled in the State of Delaware for the
resolution of all legal disputes arising under the terms of this Agreement.


21. ENTIRE AGREEMENT.

         Except as provided herein, this Agreement, including exhibits, contains
the entire agreement of the parties, and supersedes all existing negotiations,
representations or agreements and all other oral, written or other
communications between them concerning the subject matter of this Agreement.

22.      SEVERABILITY.

         If any provision of this Agreement is unenforceable, invalid or
violates applicable law, such provision shall be deemed stricken and shall not
affect the enforceability of any other provisions of this Agreement.

23.      CAPTIONS.

         The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit, enlarge
or describe the scope of this Agreement or the relationship of the parties, and
shall not affect this Agreement or the construction of any provisions herein.

24.      COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

         IN WITNESS WHEREOF, the parties have caused this Warrant Purchase
Agreement to be duly executed as of __________________, 2004.

















                                      -8-
<PAGE>


                           Fidelity Dividend Capital Inc.


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

                            Name: Dennis P. Sweenor

                             Title: President








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

                                Name: William T. Frattalone

                                Title: Executive Vice-President






                                     (Name of Broker-Dealor)


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

                                  Name:

                                   Title:



















                                      -9-
<PAGE>


                                    EXHIBIT A

            NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR
THE SHARES PURCHASABLE HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. TRANSFER
OF THIS WARRANT IS ALSO RESTRICTED BY THAT CERTAIN WARRANT PURCHASE AGREEMENT
DATED AS OF ___________________, 2004, A COPY OF WHICH IS AVAILABLE FROM THE
ISSUER.

         WARRANT TO PURCHASE SHARES OF COMMON STOCK OF FIDELITY DIVIDEND CAPITAL
INC.

                       Certificate No. ___________________

Exercisable commencing on ______________, 2004 Void after 5:00 P.M. Eastern
Standard Time on _______, 2004 (the "Exercise Closing Date").

         THIS CERTIFIES that, for value received, __________________________
(the "Warrant holder"), or registered assign, is entitled, subject to the terms
and conditions set forth in this Warrant (the "Warrant"), to purchase from
Fidelity Dividend Capital Inc., a Maryland corporation (the "Company" and the
"Issuer"), ________________ fully paid and non-assessable Shares of common stock
of the Company (the "Shares") at any time during the period commencing on
______________, 200__ and continuing up to 5:00 P.M. eastern standard time on
_____________, 200__, at $12 per Share, and is subject to all the terms thereof,
including the limitations on transferability as set forth in that certain
Warrant Purchase Agreement between ____________________________ and the Company
dated _____________, 2004.


         THIS WARRANT may be exercised by the holder thereof, in whole or in
part, by the presentation and surrender of this Warrant with the form of
Election to Purchase duly executed, with signature(s) guaranteed, at the
principal office of the Company (or at such other address as the Company may
designate by notice to the holder hereof at the address of such holder appearing
on the books of the Company), and upon payment to the Company of the purchase
price in cash or by certified check or bank cashier's check. The Shares so
purchased shall be deemed to be issued to the holder hereof as the record owner
of such Shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such Shares. The Shares so
purchased shall be registered to the holder (and, if requested, certificates
issued) promptly after this Warrant shall have been so exercised and unless this
Warrant has expired or has been exercised, in full, a new Warrant identical in
form, but representing the number of Shares with respect to which this Warrant
shall not have been exercised, shall also be issued to the holder hereof.

         NOTHING CONTAINED herein shall be construed to confer upon the holder
of this Warrant, as such, any of the rights as a Stockholder of the Company.

                           Fidelity Dividend Capital Inc.


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

                            Name:

                             Title:





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                         FIDELITY DIVIDEND CAPITAL INC.
                              ELECTION TO PURCHASE
                            SOLICITING DEALER WARRANT


Fidelity Dividend Capital Inc.
Suite 52-A, Smoke Ridge Rd.
Queensbury, New York 12804

         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the attached Soliciting Dealer Warrant (the "Warrant")
to purchase thereunder _______ shares of the common stock of Fidelity Dividend
Capital Inc. (the "Shares") pursuant to the terms and provisions of the attached
Warrant and hereby tenders $______________ ($12.00 per Share) in payment of the
actual exercise price thereof, and requests that the Shares be issued in the
name of

         (please print name, address and SSN or TIN of stockholder below):

         ------------------------------------------

         ------------------------------------------

         ------------------------------------------

         ------------------------------------------

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and, if the number of Shares specified above is not the total possible number of
Shares purchasable pursuant to the attached Warrant, that a new Warrant
certificate for the balance of the Shares purchasable under the attached Warrant
certificate be registered in the name of the undersigned Warrant holder or his
assignee as indicated below and delivered at the address stated below:
Dated:___________ , 200___


Name of Warrant holder or Assignee:
                                  ----------------------------------------------
                                            (Please Print)
Address:
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Signature:
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                         FIDELITY DIVIDEND CAPITAL INC.
                      SOLICITING DEALER WARRANT ASSIGNMENT

(To be signed only upon assignment of the Warrant)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, transfers
and conveys unto:

         (please print name, address and SSN or TIN of assignee below):

         ------------------------------------------

         ------------------------------------------

         ------------------------------------------

         ------------------------------------------

         ------------------------------------------

the attached Soliciting Dealer Warrant No. ____ (the "Warrant"), to purchase
Shares of common stock of Fidelity Dividend Capital Inc. (the "Company"), hereby
irrevocably constituting and appointing the Company and/or its transfer agent as
its attorney to transfer said Warrant on the books of the Company, with full
power of substitution. Dated:__________, 200__


                           ----------------------------------------
                           Signature of Registered Holder


                           ----------------------------------------
                           Name of Registered Holder - Please Print

Signature Guaranteed:


---------------------------

Note: The above signature must correspond with the name as written upon the face
of the attached Warrant certificate in every particular respect, without
alteration, enlargement or any change whatever, unless this Warrant has
previously been duly assigned.












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