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                                                                    EXHIBIT 10.1

                     AMENDED AND RESTATED ADVISORY AGREEMENT

     THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of September 30,
2007, is between CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED, a Maryland
corporation (the "Company"), and CAREY ASSET MANAGEMENT CORP., a Delaware
corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC (the
"Advisor").

                                   WITNESSETH:

     WHEREAS, the Company intends to qualify as a REIT (as defined below), and
to invest its funds in investments permitted by the terms of any prospectus
pursuant to which it raised equity capital and Sections 856 through 860 of the
Code (as defined below);

     WHEREAS, the Company and the Advisor entered into an initial advisory
agreement, dated November 10, 1997, which has been subsequently amended and
restated;

     WHEREAS, the Company desires to continue to avail itself of the experience,
sources of information, advice and assistance of, and certain facilities
available to, 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 render such services, subject to the
supervision of the Board of Directors, on the terms and conditions hereinafter
set forth; and

     WHEREAS, the parties desire to further amend and restate their mutual
agreements as set forth herein;

     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 Agreement, the following terms have the
definitions hereinafter indicated:

     "2%/25% Guidelines." The requirement, as provided for in Section 13 hereof,
that, in the 12-month period ending on the last day of any fiscal quarter,
Operating Expenses not exceed the greater of two percent of Average Invested
Assets during such 12-month period or 25% of the Company's Adjusted Net Income
over the same 12-month period.

     Acquisition Expense. To the extent not paid or to be paid by the seller or
lessee in the case of a Property or the borrower in the case of a Loan, those
expenses, including but not limited to travel and communications expenses, the
cost of appraisals, title insurance, nonrefundable option payments on Property
not acquired, legal fees and expenses, accounting fees and expenses and
miscellaneous expenses, related to selection, acquisition and origination of
Properties and Loans, whether or not a particular Property or Loan ultimately is
acquired or originated. Acquisition Expenses shall not include Acquisition Fees.

     Acquisition Fee. Any fee or commission (including any interest thereon)
paid by the Company to the Advisor or, with respect to Section 9(d), by the
Company to any party, in connection with the making or investing in Loans and
the purchase, development or construction of Properties by the Company. A
Development Fee or a Construction Fee paid to a Person not affiliated with the
Sponsor in connection with the actual development or construction of a project
after acquisition of the Property by the Company

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shall not be deemed an Acquisition Fee. Acquisition Fees include, but are not
limited to, any real estate commission, selection fee, development fee (other
than as described above) or any fee of a similar nature, however designated.
Acquisition Fees include Subordinated Acquisition Fees unless the context
otherwise requires. Acquisition Fees shall not include Acquisition Expenses.

     Adjusted Invested Assets. The average during any period of the aggregate
historical cost, or to the extent available for a particular asset, the most
recent Appraised Value, of the Investment Assets of the Company, before
accumulated reserves for depreciation or bad debt allowances or other similar
non-cash reserves, computed (unless otherwise specified) by taking the average
of such values at the end of each month during such period.

     Adjusted Investor Capital. As of any date, the Initial Investor Capital
reduced by any Redemptions, other than Redemptions intended to qualify as a
liquidity event for purposes of this Agreement, and by any other Distributions
on or prior to such date determined by the Board to be from Cash from Sales and
Financings.

     Adjusted Net Income. For any period, the total revenues recognized in such
period, less the total expenses recognized in such period, excluding additions
to reserves for depreciation and amortization, bad debts or other similar
non-cash reserves; provided, however, if the Advisor receives a Subordinated
Incentive Fee, Adjusted Net Income for purposes of calculating total allowable
Operating Expenses shall exclude any gain, losses or writedowns from the sale of
the Company's assets that gave rise to such Subordinated Incentive Fee.

     Advisor. Carey Asset Management Corp, a corporation organized under the
laws of the State of Delaware and wholly-owned by W. P. Carey & Co. LLC.

     Affiliate. An Affiliate of another Person shall include any of the
following: (i) any Person directly or indirectly owning, controlling, or
holding, with power to vote ten percent or more of the outstanding voting
securities of such other Person; (ii) any Person ten percent or more of whose
outstanding voting securities are directly or indirectly owned, controlled, or
held, with power to vote, by such other Person; (iii) any Person directly or
indirectly controlling, controlled by, or under common control with such other
Person; (iv) any executive officer, director, trustee or general partner of such
other Person; or (v) any legal entity for which such Person acts as an executive
officer, director, trustee or general partner.

     Agreement. This Advisory Agreement.

     Appraised Value. Value according to an appraisal made by an Independent
Appraiser, which may take into consideration any factor deemed appropriate by
such Independent Appraiser, including, but not limited to, the terms and
conditions of any lease of the relevant property, the quality of any lessee's
credit and the conditions of the credit markets. The Appraised Value may be
greater than the construction cost or the replacement cost of the property. For
purposes of the definition of Adjusted Invested Assets, Appraised Value shall
not include the initial appraisal of any property in connection with the
acquisition of that property.

     Articles of Incorporation. Articles of Incorporation of the Company under
the General Corporation Law of Maryland, as amended from time to time, pursuant
to which the Company is organized.

     Asset Management Fee. The Asset Management Fee as defined in Section 9(a)
hereof.


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     Average Invested Assets. The average during any period of the aggregate
book value of the assets of the Company invested, directly or indirectly, in
Properties and in Loans, before deducting reserves for depreciation, bad debts
impairments, amortization and all other similar non-cash reserves computed by
taking the average of such values at the end of each month during such period.

     Board or Board of Directors. The Board of Directors of the Company.

     Bylaws. The bylaws of the Company.

     Cash from Financings. Net cash proceeds realized by the Company from the
financing of Investment Assets or 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 that, in each case, is determined by a majority of the Independent
Directors to be materially adverse to the Company, or a breach of a material
term or condition of this Agreement by the Advisor and the Advisor has not cured
such breach within 30 days of written notice thereof or, in the case of any
breach that cannot be cured within 30 days by reasonable effort, has not taken
all necessary action within a reasonable time period to cure such breach.

     Change of Control. A change of control of the Company of 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 (the "Exchange Act"), as enacted and in force on the date
hereof, 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, as enacted and in force on the date hereof)
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; (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; or (iv) there occurs a contested proxy solicitation of
the Shareholders of the Company that results in the contesting party electing
candidates to a majority of the Board's positions next up for election.

     Code. Internal Revenue Code of 1986, as amended.

     Company. Corporate Property Associates 14 Incorporated, a corporation
organized under the laws of the State of Maryland.

     Competitive Real Estate Commission. The real estate or brokerage commission
paid for the purchase or sale of a property that is reasonable, customary and
competitive in light of the size, type and location of the property.


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     Construction Fee. A fee or other remuneration for acting as general
contractor and/or construction manager to construct improvements, supervise and
coordinate projects or to provide major repairs or rehabilitation on a Property.

     Contract Purchase Price. The amount actually paid for, or allocated to, the
purchase, development, construction or improvement of a Property or acquired
Loan or, in the case of an originated Loan, the principal amount of such Loan,
exclusive, in each case, of Acquisition Fees and Acquisition Expenses.

     Contract Sales Price. The total consideration received by the Company for
the sale of Properties and Loans.

     Cumulative Return. For the period for which the calculation is being made,
the percentage resulting from dividing (A) the total Distributions for such
period (not including Distributions out of Cash from Sales and Financings), by
(B) the product of (i) the average Adjusted Investor Capital for such period
(calculated on a daily basis), and (ii) the number of years (including fractions
thereof) elapsed during such period. Notwithstanding the foregoing, neither the
Shares received by the Advisor or its Affiliates for any consideration other
than cash, nor the Distributions in respect of such Shares, shall be included in
the foregoing calculation.

     Development Fee. A fee for the packaging of a Property including
negotiating and approving plans, and undertaking to assist in obtaining zoning
and necessary variances and necessary financing for the specific Property,
either initially or at a later date.

     Directors. The persons holding such office, as of any particular time,
under the Articles of Incorporation, whether they be the directors named therein
or additional or successor directors.

     Distributions. Distributions declared by the Board.

     GAAP. Generally accepted accounting principles in the United States.

     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; provided that such breach (a) is of a material term or condition of
this Agreement and (b) the Company has not cured such breach within 30 days of
written notice thereof or, in the case of any breach that cannot be cured within
30 days by reasonable effort, has not taken all necessary action within a
reasonable time period to cure such breach.

     Gross Offering Proceeds. The aggregate purchase price of Shares sold in any
Offering.

     Independent Appraiser. A qualified appraiser of real estate as determined
by the Board, who is not affiliated, directly or indirectly, with the Company,
the Advisor or their respective Affiliates. Membership in a nationally
recognized appraisal society such as the American Institute of Real Estate
Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence
of such qualification.

     Independent Director. A Director of the Company who meets the criteria for
an Independent Director specified in the Bylaws.

     Individual. Any natural person and those organizations treated as natural
persons in Section 542(a) of the Code.


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     Initial Closing Date. The first date on which Shares were issued pursuant
to an Offering.

     Initial Investor Capital. The total amount of capital invested from time to
time by Shareholders (computed at the Original Issue Price per Share), excluding
any Shares received by the Advisor or its Affiliates for any consideration other
than cash.

     Investment Asset. Any Property, Loan or Other Permitted Investment Asset.

     Loan Refinancing Fee. The Loan Refinancing Fee as defined in Section 9(e)
hereof.

     Loans. The notes and other evidences of indebtedness or obligations
acquired or entered into by the Company as lender which are secured or
collateralized by personal property, or fee or leasehold interests in real
estate or other assets, including but not limited to first or subordinate
mortgage loans, construction loans, development loans, loans secured by capital
stock or any other assets or form of equity interest and any other type of loan
or financial arrangement, such as providing or arranging for letters of credit,
providing guarantees of obligations to third parties, or providing commitments
for loans. The term "Loans" shall not include leases which are not recognized as
leases for Federal income tax reporting purposes.

     Market Value. The value calculated by multiplying the total number of
outstanding Shares by the average closing price of the Shares over the 30
trading days beginning 180 calendar days after the Shares are first listed on a
national security exchange or included for quotation on Nasdaq, as the case may
be.

     Nasdaq. The national automated quotation system operated by the National
Association of Securities Dealers, Inc.

     Offering. The offering of Shares pursuant to a Prospectus.

     Operating Expenses. All operating, general and administrative expenses paid
or incurred by the Company, as determined under GAAP, except the following
(insofar as they would otherwise be considered operating, general and
administrative expenses under GAAP): (i) interest and discounts and other cost
of borrowed money; (ii) taxes (including state and Federal income tax, property
taxes and assessments, franchise taxes and taxes of any other nature); (iii)
expenses of raising capital, including Organization and Offering Expenses,
printing, engraving, and other expenses, and taxes incurred in connection with
the issuance and distribution of the Company's Shares and Securities; (iv)
Acquisition Expenses, real estate commissions on resale of property and other
expenses connected with the acquisition, disposition, origination, ownership and
operation of real estate interests, mortgage loans, or other property, including
the costs of foreclosure, insurance premiums, legal services, brokerage and
sales commissions, maintenance, repair and improvement of property; (v)
Acquisition Fees or Subordinated Disposition Fees payable to the Advisor or any
other party; (vi) non-cash items, such as depreciation, amortization, depletion,
and additions to reserves for depreciation, amortization, depletion, losses and
bad debts; (vii) Termination Fees; and (viii) Subordinated Incentive Fees paid
in compliance with Section 9(i). Notwithstanding anything herein to the
contrary, Operating Expenses shall include the Asset Management Fee and the Loan
Refinancing Fee.

     Organization and Offering Expenses. Those expenses payable by the Company
in connection with the formation, qualification and registration of the Company
and in marketing and distributing Shares, including, but not limited to: (i) the
preparation, printing, filing and delivery of any registration statement or
Prospectus and the preparing and printing of contractual agreements between the
Company and the Sales Agent and the Selected Dealers (including copies thereof);
(ii) the preparing and printing of the Articles of Incorporation and Bylaws,
solicitation material and related documents and the filing and/or


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recording of such documents necessary to comply with the laws of the State of
Maryland for the formation of a corporation and thereafter for the continued
good standing of a corporation; (iii) the qualification or registration of the
Shares under state securities or "Blue Sky" laws; (iv) any escrow arrangements,
including any compensation to an escrow agent; (v) the filing fees payable to
the SEC and to the National Association of Securities Dealers, Inc.; (vi)
reimbursement for the reasonable and identifiable out-of-pocket expenses of the
Sales Agent and the Selected Dealers, including the cost of their counsel; (vii)
the fees of the Company's counsel; (viii) all advertising expenses incurred in
connection with the Offering, including the cost of all sales literature and the
costs related to investor and broker-dealer sales and information meetings and
marketing incentive programs; and (ix) selling commissions, marketing fees,
incentive fees, due diligence fees and wholesaling fees and expenses incurred in
connection with the sale of the Shares.

     Original Issue Price. For any share issued in an Offering, the price at
which such Share was initially offered to the public by the Company, regardless
of whether reduced selling commissions were paid in connection with the purchase
of such Shares from the Company.

     Other Permitted Investment Asset. An asset, other than cash, cash
equivalents, short term bonds, auction rate securities and similar short term
investments, acquired by the Company for investment purposes that is not a Loan
or a Property and is consistent with the investment objectives and policies of
the Company.

     Other Permitted Investment Assets Fee. The Other Permitted Investment
Assets Fee as defined in Section 9(h).

     Person. An Individual, corporation, partnership, joint venture,
association, company, trust, bank, or other entity, or government or any agency
or political subdivision of a government.

     Preferred Return. A Cumulative Return of six percent computed from the
Initial Closing Date through the date as of which such amount is being
calculated.

     Property or Properties. The Company's partial or entire interest in real
property (including leasehold interests) and personal or mixed property
connected therewith. An investment which obligates the Company to acquire a
Property will be treated as a Property for purposes of this Agreement

     Property Management Fee. A fee for property management services rendered by
the Advisor or its Affiliates in connection with Properties acquired directly or
through foreclosure.

     Prospectus. Any prospectus pursuant to which the Company offers Shares in a
public offering, as the same may at any time and from time to time be amended or
supplemented after the effective date of the registration statement in which it
is included.

     Redemptions. An amount determined by multiplying the number of Shares
redeemed by the Original Issue Price.

     REIT. A real estate investment trust, as defined in Sections 856-860 of the
Code.

     Sales Agent. Carey Financial Corporation.

     Securities. Any stock, shares (other than currently outstanding Shares and
subsequently issued Shares), 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


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"securities" or any certificate of interest, shares or participation in
temporary or interim certificates for receipts (or, guarantees of, or warrants,
options or rights to subscribe to, purchase or acquire any of the foregoing),
which subsequently may be issued by the Company.

     Selected Dealers. Broker-dealers who are members of the National
Association of Securities Dealers, Inc. and who have executed an agreement with
the Sales Agent in which the Selected Dealers agree to participate with the
Sales Agent in the Offering.

     Shareholders. Those Persons who, at the time any calculation hereunder is
to be made, are shown as holders of record of Shares on the books and records of
the Company.

     Shares. All of the shares of common stock of the Company, $.001 par value,
and any other shares of common stock of the Company.

     Sponsor. W.P. Carey & Co. LLC and any other 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 any such person. Sponsor does not include a person whose only
relationship to the Company is that of an independent property manager and whose
only compensation is as such. Sponsor also does not include wholly independent
third parties such as attorneys, accountants and underwriters whose only
compensation is for professional services.

     Subordinated Acquisition Fee. The Subordinated Acquisition Fee as defined
in Section 9(c).

     Subordinated Disposition Fee. The Subordinated Disposition Fee as defined
in Section 9(g) hereof.

     Subordinated Incentive Fee. The Subordinated Incentive Fee as defined in
Section 9(i) hereof.

     Termination Date. The effective date of any termination of this Agreement.

     Termination Fee. An amount equal to 15% of the amount, if any, by which (1)
the fair value of the Investment Assets, less the amount of all indebtedness
secured by such Investment Assets and less any fees (other than the Termination
Fee) payable to the Advisor, in each case as of the Termination Date, exceeds
(2) the total of the Adjusted Investor Capital plus an amount equal to the
Preferred Return through the Termination Date reduced by the total Distributions
paid by the Company from its inception through the Termination Date (other than
Distributions made from Cash from Sales and Financings that are counted in
determining Adjusted Investor Capital). For purposes of calculating this Fee (i)
the fair value of any Property shall be its Appraised Value, and (ii) any
payments in respect of redeemed Shares (other than in respect of Redemptions
intended to qualify as a liquidity event for purposes of this Agreement), Shares
received by the Advisor or its Affiliates for any consideration other than cash
and the Distributions in respect of such Shares shall be excluded.

     Total Property Cost. With regard to any Property or Loan, an amount equal
to the sum of the Contract Purchase Price of such Property or Loan plus the
Acquisition Fees paid in connection with such Property or Loan.

     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


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program consistent with the investment objectives and policies of the Company as
determined and adopted from time to time by the Board. In performance of this
undertaking, subject to the supervision of the Board and consistent with the
provisions of the Articles of Incorporation and Bylaws of the Company and any
Prospectus pursuant to which Shares are offered, the Advisor shall, either
directly or by engaging an 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 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 Directors of the Company and assist the Board in the
     formulation and implementation of the Company's policies, and furnish the
     Board with such information, advice and recommendations as they may request
     or as otherwise may be necessary to enable them to discharge their
     fiduciary duties with respect to matters coming before the Board;

          (e) subject to the provisions of Sections 3(g) and 4 hereof: (i)
     locate, analyze and select potential investments in Investment Assets; (ii)
     structure and negotiate the terms and conditions of transactions pursuant
     to which investments in Investment Assets will be made, purchased or
     acquired by the Company; (iii) make investments in Investment Assets on
     behalf of the Company in compliance with the investment objectives and
     policies of the Company; (iv) arrange for financing and refinancing of,
     make other changes in the asset or capital structure of, dispose of,
     reinvest the proceeds from the sale of, or otherwise deal with the
     investments in, Investment Assets; and (v) enter into leases and service
     contracts for Properties and, to the extent necessary, perform all other
     operational functions for the maintenance and administration of such
     Properties;

          (f) provide the Board with periodic reports regarding prospective
     investments in Investment Assets;

          (g) obtain the prior approval of the Board (including a majority of
     the Independent Directors) for any and all investments in Property which do
     not meet all of the requirements set forth in Section 4(b) hereof and
     obtain the prior approval of the Independent Directors for all investments
     in Loans;

          (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


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     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 Investment Assets;

          (j) obtain for, or provide to, the Company such services as may be
     required in acquiring, managing and disposing of Investment Assets,
     including, but not limited to: (i) the negotiation, making and servicing of
     Loans; (ii) the disbursement and collection of Company monies; (iii) the
     payment of debts of and fulfillment of the obligations of the Company; and
     (iv) the handling, prosecuting and settling of any claims of or against the
     Company, including, but not limited to, foreclosing and otherwise enforcing
     mortgages and other liens securing the Loans;

          (k) from time to time, or at any time reasonably requested by the
     Board, make reports to the Board of its performance of services to the
     Company under this Agreement;

          (l) communicate on behalf of the Company with Shareholders as required
     to satisfy the reporting and other requirements of any governmental bodies
     or agencies to Shareholders and third parties and otherwise as requested by
     the Company;

          (m) provide or arrange for administrative services and items, legal
     and other services, office space, office furnishings, personnel and other
     overhead items necessary and incidental to the Company's business and
     operations;

          (n) provide the Company with such accounting data and any other
     information requested by the Company concerning the investment activities
     of the Company as shall be required to prepare and to file all periodic
     financial reports and returns required to be filed with the Securities and
     Exchange Commission and any other regulatory agency, including annual
     financial statements;

          (o) maintain the books and records of the Company;

          (p) supervise the performance of such ministerial and administrative
     functions as may be necessary in connection with the daily operations of
     the Properties and Loans;

          (q) provide the Company with all necessary cash management services;

          (r) do all things necessary to assure its ability to render the
     services described in this Agreement;

          (s) perform such other services as may be required from time to time
     for management and other activities relating to the assets of the Company
     as the Advisor shall deem advisable under the particular circumstances;

          (t) arrange to obtain on behalf of the Company as requested by the
     Board, and deliver to or maintain on behalf of the Company copies of, all
     appraisals obtained in connection with investments in Properties and Loans;
     and

          (u) if a transaction, proposed transaction or other matter requires
     approval by the Board or by the Independent Directors, deliver to the Board
     or the Independent Directors, as the


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     case may be, all documentation reasonably requested by them to properly
     evaluate such transaction, proposed transaction or other matter.

     4. AUTHORITY OF ADVISOR.

          (a) Pursuant to the terms of this Agreement (and subject to the
     restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and
     in Section 7 hereof), and subject to the continuing and exclusive authority
     of the Board over the management of the Company, the Board hereby delegates
     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 Property, make or acquire Loans and make or acquire Other Permitted
     Investment Assets in compliance with the investment objectives and policies
     of the Company; (4) arrange for financing or refinancing, or make changes
     in the asset or capital structure of, and dispose of or otherwise deal
     with, Investment Assets; (5) enter into leases and service contracts for
     Properties, and perform other property level operations; (6) oversee
     non-affiliated property managers and other non-affiliated Persons who
     perform services for the Company; and (7) undertake accounting and other
     record-keeping functions at the Investment Asset level.

          (b) The consideration paid for an Investment Asset acquired by the
     Company shall ordinarily be based on the fair market value thereof.
     Consistent with the foregoing provision, the Advisor may, without further
     approval by the Board (except with respect to transactions subject to
     paragraphs (c) and (d)) invest on behalf of the Company in an Investment
     Asset so long as, in the Advisor's good faith judgment, (i) the Total
     Property Cost of such Investment Asset does not exceed the fair market
     value thereof, and in the case of an Investment Asset that is a Property,
     shall in no event exceed the Appraised Value of such Property and (ii) the
     Investment Asset, in conjunction with the Company's other investments and
     proposed investments, at the time the Company is committed to purchase or
     originate the Investment Asset, is reasonably expected to fulfill the
     Company's investment objectives and policies as established by the Board
     and then in effect. For purposes of the foregoing, Total Property Cost
     shall be measured at the date the Investment Asset is acquired and shall
     exclude future commitments to fund improvements. Investments not meeting
     the foregoing criteria must be approved in advance by the Board.

          (c) Notwithstanding anything to the contrary contained in this
     Agreement, the Advisor shall not cause the Company to make investments that
     do not comply with Article VIII (Restrictions on Investments and
     Activities) and related sections of the Bylaws.

          (d) The prior approval of the Board, including a majority of the
     Independent Directors and a majority of the Directors not interested in the
     transaction, will be required for: (i) investments in Properties made
     through co-investment or joint venture arrangements with the Sponsor, the
     Advisor or any of their Affiliates; (ii) investments in Investment Assets
     which are not contemplated by the terms of a Prospectus; (iii) transactions
     that present issues which involve conflicts of interest for the Advisor or
     an Affiliate (other than conflicts involving the payment of fees or the
     reimbursement of expenses); (iv) investments in equity securities; (v) the
     lease of assets to the Sponsor, any Director, the Advisor or any Affiliate
     of the Advisor; (vi) any purchase or sale of an Investment Asset from or to
     the Advisor or an Affiliate; and (vii) the retention of any Affiliate of
     the Advisor to provide services to the Company not expressly contemplated
     by this Agreement and the terms of such services by such Affiliate. In
     addition, the Advisor shall comply with any further approval requirements
     set forth in the Bylaws.


                                       10

<PAGE>

          (e) The Board may, at any time upon the giving of notice to the
     Advisor, modify or revoke the authority set forth in this Section 4. If and
     to the extent the Board so modifies or revokes the authority contained
     herein, the Advisor shall henceforth comply with such modification or
     revocation, 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,
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 Board 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
Board 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 adversely affect the
status of the Company as a REIT, subject the Company to regulation under the
Investment Company Act of 1940, would 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, except if such action shall be ordered by
the Board, in which case the Advisor shall notify promptly the Board 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 Board. In such event the Advisor shall have no liability for acting in
accordance with the specific instructions of the Board so given. Notwithstanding
the foregoing, the Advisor, its shareholders, directors, officers and employees,
and partners, shareholders, directors and officers of the Advisor's shareholders
and Affiliates of any of them, shall not be liable to the Company, or to the
Directors or Shareholders for any act or omission by the Advisor, its
shareholders, directors, officers and employees, or partners, shareholders,
directors or officers of the Advisor's shareholders except as provided in
Sections 20 and 22 hereof.

     8. RELATIONSHIP WITH DIRECTORS. There shall be no limitation on any
shareholder, director, officer, employee or Affiliate of the Advisor serving as
a Director or an officer of the Company, except that no 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 for reasonable reimbursement for travel and related expenses incurred in
attending meetings of the Board; for the avoidance of doubt, the limitations of
this Section 8 shall not apply to any compensation paid by the Advisor or any
Affiliate for which the Company reimbursed the Advisor or Affiliate in
accordance with Section 10 hereof.

     9. FEES.

          (a) ASSET MANAGEMENT FEE. The Company shall pay to the Advisor as
     compensation for the advisory services rendered to the Company hereunder an
     amount equal to one percent per annum of the Adjusted Invested Assets of
     the Company (the "Asset Management Fee") calculated as set forth below. The
     Asset Management Fee will be calculated monthly,


                                       11

<PAGE>

     beginning with the month in which the Company first makes an investment in
     Investment Assets, on the basis of one-twelfth of one percent of the
     Adjusted Invested Assets for that month, computed as a daily average. The
     Asset Management Fee shall be prorated for the number of days during the
     month that the Company owns an Investment Asset. One-half of the Asset
     Management Fee with respect to an Investment Asset will be paid on the
     first business day of each month, beginning on the first business day after
     the month in which the Investment Asset was acquired or originated. The
     remaining one-half of the Asset Management Fee shall be subordinated to the
     extent described below and shall be payable quarterly. The subordinated
     Asset Management Fee for any quarter shall be payable only if the Company
     has generated cash flow from operations in the aggregate of no less than 7%
     of Gross Offering Proceeds for the period beginning with the Initial
     Closing Date and ending on the last day of the most recently completed
     fiscal quarter. Any portion of the subordinated Asset Management Fee not
     paid due to the Company's failure to meet the foregoing threshold shall be
     paid by the Company, to the extent it is not restricted by the 2%/25%
     Guidelines as described below, at the end of the next fiscal quarter
     through which the Company has met the foregoing threshold. If at the end of
     any fiscal quarter, the Company's Operating Expenses exceed the 2%/25%
     Guidelines over the immediately preceding 12 months, payment of the
     subordinated Asset Management Fee will be withheld consistent with Section
     13. For purposes of calculating the value per share of restricted stock
     given for payment of the Asset Management Fee, the price per share shall
     be: (i) the net asset value per share as determined by the most recent
     appraisal performed by an independent third party at the time such Asset
     Management Fee was earned or, if an appraisal has not yet been made and
     accepted by the Company, (ii) $10 per share. Any part of the Asset
     Management Fee that has been subordinated pursuant to this subsection (a)
     shall not be deemed earned until such time as payable hereunder.

          (b) ACQUISITION FEE. The Advisor may receive as compensation in
     connection with the investigation, selection, acquisition or origination
     (by purchase, investment or exchange) of any Property or Loan, an
     Acquisition Fee payable by the Company at the time such Property or Loan is
     acquired or originated. The total such Acquisition Fees (not including
     Subordinated Acquisition Fees and any interest thereon) payable to the
     Advisor may not exceed two-and-one-half percent of the aggregate Total
     Property Cost of all Properties and Loans acquired or originated by the
     Company, subject to the limitations set forth in paragraph 9(d).

          (c) SUBORDINATED ACQUISITION FEE. In addition to the Acquisition Fee
     described in Section 9(b) above, the Advisor may receive as additional
     compensation in connection with the investigation, selection, acquisition
     or origination (by purchase, investment or exchange) of Properties and
     Loans a Subordinated Acquisition Fee payable by the Company to the Advisor
     or its Affiliates (the "Subordinated Acquisition Fee"). The total
     Subordinated Acquisition Fees paid may not exceed two percent of the
     aggregate Total Property Cost of all Properties and Loans purchased and
     originated by the Company, measured at such time as the Company shall have
     completed all Offerings (other than pursuant to its dividend reinvestment
     plan) and invested substantially all of the net proceeds of such Offerings,
     unless a majority of the Directors (including a majority of the Independent
     Directors) not otherwise interested in any transaction approves the excess
     as being commercially competitive, fair and reasonable to the Company. The
     unpaid portion of the Subordinated Acquisition Fee payable to the Advisor
     and its Affiliates with respect to any Property or Loan shall bear interest
     at the rate of six percent per annum from the date of acquisition of such
     Property or Loan until such portion is paid. Subject to the following
     sentence, the Subordinated Acquisition Fee with respect to any Investment
     Asset shall be payable in equal annual installments on January 1 of each of
     the eight calendar years following the first anniversary of the date such
     Asset was purchased; accrued interest on all unpaid Subordinated
     Acquisition Fees shall also be payable on such dates. The portion of the


                                       12

<PAGE>

     Subordinated Acquisition Fees, and accrued interest thereon, otherwise
     payable on any January 1 shall be payable only if the Preferred Return
     through the end of the fiscal year preceding such January 1 has been met.
     Any portion of the Subordinated Acquisition Fees, and accrued interest
     thereon, not paid due to the Company's failure to meet the Preferred Return
     through any fiscal year end shall be paid by the Company on the January 1
     following the first fiscal year thereafter through which the Preferred
     Return has been met.

          (d) SIX PERCENT LIMITATION. The total amount of Acquisition Fees plus
     Subordinated Acquisition Fees and any interest thereon, whether payable to
     the Advisor or a third party, and Acquisition Expenses may not exceed six
     percent of the sum of the aggregate Contract Purchase Price of all
     Properties and Loans, measured for the period beginning on the date of the
     initial acquisition of a Property or Loan by the Company and ending on each
     December 31 after the date hereof, unless a majority of the Directors
     (including a majority of the Independent Directors) not otherwise
     interested in any transaction approves the excess as being commercially
     competitive, fair and reasonable to the Company.

          (e) LOAN REFINANCING FEE. The Company shall pay to the Advisor for all
     qualifying loan refinancings of Properties a Loan Refinancing Fee in the
     amount up to one percent of the principal amount of the refinanced loan.
     Any Loan Refinancing Fee shall be due and payable upon the funding of the
     related loan or as soon thereafter as is reasonably practicable. A
     refinancing will qualify for a Loan Refinancing Fee only if the refinanced
     loan is secured by Property and (i) the maturity date of the refinanced
     loan (which must have a term of five years or more) is less than one year
     from the date of the refinancing; or (ii) the terms of the new loan
     represent, in the judgment of a majority of the Independent Directors, an
     improvement over the terms of the refinanced loan; or (iii) the new loan is
     approved by the Board, including a majority of the Independent Directors
     and, in each case, the Loan Refinancing Fee is found, in the judgment of a
     majority of the Independent Directors, to be in the best interest of the
     Company.

          (f) PROPERTY MANAGEMENT FEE. No Property Management Fee shall be paid
     unless approved by a majority of the Independent Directors.

          (g) SUBORDINATED DISPOSITION FEE. If the Advisor or an Affiliate
     provides a substantial amount of services in the sale of a Property or
     Loan, the Advisor or such Affiliate shall receive a fee equal to the lesser
     of: (i) 50% of the Competitive Real Estate Commission and (ii) three
     percent of the Contract Sales Price of such Property (the "Subordinated
     Disposition Fee"). The Subordinated Disposition Fee will be paid only if
     Shareholders have received in the aggregate a return of 100% of Initial
     Investor Capital (through liquidity or Distributions) plus a Preferred
     Return through the end of the fiscal quarter immediately preceding the date
     the Subordination Disposition Fee is paid. The return requirement will be
     deemed satisfied if the total Distributions paid by the Company have
     satisfied the Preferred Return requirement and the Market Value of the
     Company equals or exceeds Adjusted Investor Capital. 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 due and paid
     at such time as the limitation has been satisfied. The Subordinated
     Disposition Fee may be paid in addition to real estate commissions paid to
     non-Affiliates, provided that the total of all real estate commissions in
     respect of a Property paid to all Persons by the Company and the
     Subordinated Disposition Fee shall not exceed an amount equal to the lesser
     of: (i) six percent of the Contract Sales Price of such Property or (ii)
     the Competitive Real Estate Commission. The Advisor shall present to the
     Independent Directors such information as they may reasonably request to
     review the level of services provided by the Advisor in connection with a
     disposition and the basis for the calculation of the amount of the accrued
     Subordinated Disposition Fees on an annual basis. The amount of


                                       13

<PAGE>

     any accrued Subordinated Disposition Fee shall be deemed conclusively
     established once it has been approved by the Independent Directors, absent
     a subsequent finding of error. No payment of Subordinated Disposition Fees
     shall be made prior to review and approval of such information by the
     Independent Directors. If this Agreement is terminated prior to such time
     as the Shareholders have received (through liquidity or Distributions) a
     return of 100% of Initial Investor Capital plus a Preferred Return through
     the date of termination of this Agreement, an appraisal of the Properties
     then owned by the Company shall be made and any unpaid Subordinated
     Disposition Fee on Properties sold prior to the date of termination will be
     payable if the Appraised Value of the Properties then owned by the Company
     plus Distributions to Shareholders prior to the date of termination of this
     Agreement (through liquidity or Distributions) is equal to or greater than
     100% of Initial Investor Capital plus an amount sufficient to pay a
     Preferred Return through the date of termination of this Agreement. If the
     Company's Shares are listed on a national securities exchange or included
     for quotation on Nasdaq and, at the time of such listing, the Advisor or an
     Affiliate has provided a substantial amount of services in the sale of
     Property, for purposes of determining whether the subordination conditions
     for the payment of the Subordinated Disposition Fee have been satisfied,
     Shareholders will be deemed to have received a Distribution in an amount
     equal to the Market Value of the Company.

          (h) OTHER PERMITTED INVESTMENT ASSETS FEE. The Advisor may receive as
     compensation for services rendered in connection with the investigation,
     selection, acquisition or origination of Other Permitted Investments a fee
     (the "Other Permitted Investment Assets Fee") that shall be negotiated in
     good faith by the Advisor and the Company and approved by the Board
     (including a majority of the Independent Directors) on a case by case
     basis; provided that such compensation shall be on terms not more
     favorable, taken as a whole, than what the Advisor receives in respect of
     investments in Properties and Loans.

          (i) SUBORDINATED INCENTIVE FEE. A fee shall be payable to the Advisor
     in an amount equal to 15% of Cash from Sales distributable to Shareholders
     after Shareholders have received a return of 100% of Initial Investor
     Capital (through liquidity or Distributions) plus a Preferred Return
     through the date payment is made (the "Subordinated Incentive Fee"). For
     these purposes the Shareholders will be deemed to have been provided
     liquidity if the Shares are listed on a national security exchange or
     included for quotation on Nasdaq. In the event the Shares are listed on a
     national securities exchange or included for quotation on Nasdaq, the
     Advisor shall be paid the Subordinated Incentive Fee in an amount equal to
     12% of the excess (the "Excess Return") of (A) the sum (the "Hypothetical
     Return") of (i) the Market Value of the Company plus (ii) the total of the
     Distributions paid to Shareholders from the Initial Closing Date until the
     date the Shares are listed or included for quotation over (B) the sum of
     (i) 100% of Initial Investor Capital and (ii) the total amount of the
     Distributions required to be paid to Shareholders in order to pay the
     Preferred Return through the date the Market Value is determined. The
     Subordinated Incentive Fee shall be increased to 13% of the Excess Return
     if the Hypothetical Return is an amount sufficient to return to investors
     100% of Initial Investor Capital plus a Cumulative Return of 8% or more but
     less than 9%; 14% if the Hypothetical Return is an amount sufficient to
     return 100% of Initial Investor Capital plus a Cumulative Return of 9% or
     more but less than 10%; and 15% if the Hypothetical Return is an amount
     sufficient to return 100% of Initial Investor Capital plus a Cumulative
     Return of 10% or more. The Cumulative Return shall be measured from the
     Initial Closing Date through the last day on which the Market Value is
     determined. The fee may only be paid if the average closing price of the
     Shares over any consecutive three-month period ending within 24 months of
     the date of listing is sufficient, when added to Distributions previously
     paid from the Initial Closing Date through the end of such three-month
     period, to return 100% of Initial Investor Capital plus a 6% Cumulative
     Return from the Initial Closing Date through the last day of such
     three-month period. The return requirement will also be deemed


                                       14

<PAGE>

     satisfied if the total Distributions paid by the Company has satisfied the
     Preferred Return requirement and the Market Value of the Company equals or
     exceeds Adjusted Investor Capital. The Company shall have the option to pay
     such fee in the form of a promissory note or as set forth in Section 9(l).
     The promissory note shall be fully amortizing over five years, provide for
     quarterly payments and bear interest at the prime rate announced from time
     to time in The Wall Street Journal.

          (j) LOANS FROM AFFILIATES. The Company shall not borrow funds from the
     Advisor or its Affiliates unless (A) the transaction is approved by a
     majority of the Independent Directors and a majority of the Directors who
     are not interested in the transaction as being fair, competitive and
     commercially reasonable, (B) the interest and other financing charges or
     fees received by the Advisor or its Affiliates do not exceed the amount
     which would be charged by non-affiliated lending institutions and (C) the
     terms are not less favorable than those prevailing for comparable
     arm's-length loans for the same purpose. The Company will not borrow on a
     long-term basis from the Advisor or its Affiliates unless it is to provide
     the debt portion of a particular investment and the Company is unable to
     obtain a permanent loan at that time or in the judgment of the Board, it is
     not in the Company's best interest to obtain a permanent loan at the
     interest rates then prevailing and the Board has reason to believe that the
     Company will be able to obtain a permanent loan on or prior to the end of
     the loan term provided by the Advisor or its Affiliates.

          (k) CHANGES TO FEE STRUCTURE. In the event the Shares are listed on a
     national securities exchange or are included for quotation on Nasdaq, the
     Company and the Advisor shall negotiate in good faith to establish a fee
     structure appropriate for an entity with a perpetual life. A majority of
     the Independent Directors must approve the new fee structure negotiated
     with the Advisor. In negotiating a new fee structure, the Independent
     Directors may consider any of the factors they deem relevant, including but
     not limited to: (a) the size of the Advisory Fee in relation to the size,
     composition and profitability of the Company's portfolio; (b) the success
     of the Advisor in generating opportunities that meet the investment
     objectives of the Company; (c) the rates charged to other REITs and to
     investors other than REITs by Advisors performing similar services; (d)
     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 Company or by others with whom the Company
     does business; (e) the quality and extent of service and advice furnished
     by the Advisor; (f) the performance of the investment portfolio of the
     Company, including income, conversion or appreciation of capital, frequency
     of problem investments and competence in dealing with distress situations;
     and (g) the quality of the 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. The Independent Directors shall not approve any new fee
     structure that is in their judgment more favorable (taken as a whole) to
     the Advisor than the current fee structure.

          (l) PAYMENT. Compensation payable to the Advisor pursuant to this
     Section 9 shall be paid in cash; provided, however, that any fee payable
     pursuant to Section 9 may be paid, at the option of the Advisor, in the
     form of: (i) cash, (ii) common stock of the Company, or (iii) a combination
     of cash and common stock. The Advisor shall notify the Company in writing
     annually of the form in which the fee shall be paid. Such notice shall be
     provided no later than January 15 of each year. If no such notice is
     provided, the fee shall be paid in cash. For purposes of the payment of
     compensation to the Advisor in the form of stock, the value of each share
     of common stock shall be: (i) the Net Asset Value per Share as determined
     by the most recent appraisal of the Company's assets performed by an
     Independent Appraiser, or (ii) if an appraisal


                                       15

<PAGE>

     has not yet been performed, $10 per share. If shares are being offered to
     the public at the time a fee is paid with stock, the value shall be the
     price of the stock without commissions. The Net Asset Value determined on
     the basis of such appraisal may be adjusted on a quarterly basis by the
     Board to account for significant capital transactions. Stock issued by the
     Company to the Advisor in payment of fees hereunder shall be governed by
     the terms set forth in Schedule A hereto, or such other terms as the
     Advisor and the Company may from time to time agree.

     10. EXPENSES. (a) Subject to the limitations set forth in Section 9(d), to
the extent applicable, in addition to the compensation paid to the Advisor
pursuant to Section 9 hereof, the Company shall pay directly or reimburse the
Advisor for the following expenses:

                    (i) all Acquisition Expenses;

                    (ii) to the extent not otherwise included in Acquisition
          Expenses, all expenses of whatever nature reasonably incurred and
          directly connected with the proposed acquisition of any Investment
          that does not result in the actual acquisition of the Investment
          Asset, including, without limitation, personnel costs;

                    (iii) expenses other than Acquisition Expenses incurred in
          connection with the investment of the funds of the Company, including,
          without limitation, costs of retaining industry or economic
          consultants and finder's fees and similar payments, to the extent not
          paid by the seller of the Investment Asset or another third party,
          regardless of whether such expenses were incurred in transactions
          where a fee is not payable to the Advisor;

                    (iv) interest and other costs for borrowed money, including
          discounts, points and other similar fees;

                    (v) taxes and assessments on income of the Company, to the
          extent paid or advanced by the Advisor, or on Property and taxes as an
          expense of doing business;

                    (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 Advisor or a
          non-affiliated Person;

                    (viii) fees and expenses of legal counsel for the Company;

                    (ix) fees and expense of auditors and accountants for the
          Company;

                    (x) all expenses in connection with payments to the
          Directors and meetings of the Directors and Shareholders;

                    (xi) expenses associated with listing the Shares and
          Securities on a securities exchange or Nasdaq if requested by the
          Board;

                    (xii) expenses connected with payments of Distributions in
          cash or otherwise made or caused to be made by the Board to the
          Shareholders;


                                       16

<PAGE>

                    (xiii) expenses of organizing, revising, amending,
          converting, modifying, or terminating the Company or the Articles of
          Incorporation;

                    (xiv) expenses of maintaining communications with
          Shareholders, including the cost of preparation, printing and mailing
          annual reports and other Shareholder reports, proxy statements and
          other reports required by governmental entities;

                    (xv) expenses related to the Properties and Loans and other
          fees relating to making investments including personnel and other
          costs incurred in Property or Loan transactions where a fee is not
          payable to the Advisor other than as provided in Section 10(b) hereof;
          and

                    (xvi) all other expenses the Advisor incurs in connection
          with providing services to the Company, including reimbursement to the
          Advisor or its Affiliates for the cost of rent, goods, materials and
          personnel incurred by them based upon the compensation of the Persons
          involved and an appropriate share of overhead allocable to those
          Persons as reasonably determined by the Advisor on a basis approved
          annually by the Board (including a majority of the Independent
          Directors). No reimbursement shall be made for the cost of personnel
          to the extent that such personnel are used in transactions for which
          the Advisor receives a separate fee.

          (b) Expenses incurred by the Advisor on behalf of the Company and
     payable pursuant to this Section 10 shall be reimbursed quarterly to the
     Advisor within 60 days after the end of each quarter, subject to the
     provisions of Section 13 hereof. The Advisor shall prepare a statement
     documenting the Operating Expenses within 45 days after the end of each
     quarter.

     11. OTHER SERVICES. Should the Board request that the Advisor or any
shareholder or employee thereof render services for the Company other than as
set forth in Section 3 hereof, such services shall be separately compensated 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
$5,000,000 and shall be of the type customarily purchased by entities performing
services similar to those provided to the Company by the Advisor.

     13. LIMITATION ON EXPENSES.

          (a) If Operating Expenses of the Company during the 12-month period
     ending on the last day of any fiscal quarter of the Company exceed the
     greater of (i) two percent of the Average Invested Assets during the same
     12-month period or (ii) 25% of the Adjusted Net Income of the Company
     during the same 12-month period, then subject to paragraph (b) of this
     Section 13, such excess amount shall be the sole responsibility of the
     Advisor and the Company shall not be liable for payment therefor.

          (b) Notwithstanding the foregoing, to the extent that the Advisor
     becomes responsible for any such excess amount or a portion thereof as
     provided in paragraph (a), if a majority of the Independent Directors finds
     such excess amount justified based on such unusual and non-recurring
     factors as they deem sufficient, the Company shall reimburse the Advisor in
     future quarters for the full amount of such excess, or any portion thereof,
     but only to the extent

                                       17

<PAGE>

     such reimbursement would not cause the Company's Operating Expenses to
     exceed the 2%/25% Guidelines in the 12-month period ending on any such
     quarter. In no event shall the Operating Expenses paid by the Company in
     any 12-month period ending at the end of a fiscal quarter exceed the 2%/25%
     Guidelines.

          (c) Within 60 days after the end of any twelve-month period referred
     to in paragraph (a), the Advisor shall reimburse the Company for any
     amounts expended by the Company in such twelve-month period that exceeds
     the limitations provided in paragraph (a) unless the Independent Directors
     determine that such excess expenses are justified, as provided in paragraph
     (b), and provided the Operating Expenses for such later quarter would not
     thereby exceed the 2%/25% Guidelines.

          (d) To the extent Organization and Offering Expenses payable by the
     Company exceed 15% of the Gross Offering Proceeds, the excess will be paid
     by the Advisor.

          (e) All computations made under paragraphs (a) and (b) of this Section
     13 shall be determined in accordance with generally accepted accounting
     principles applied on a consistent basis.

          (f) If the Advisor receives a Subordinated Incentive Fee for the sale
     of Property, Adjusted Net Income, for purposes of calculating the Operating
     Expenses, shall exclude the gain from the sale of such Property.

     14. OTHER ACTIVITIES OF THE ADVISOR. Nothing herein contained shall prevent
the Advisor from engaging in other activities, including without limitation
direct investment by the Advisor and its Affiliates in assets that would be
suitable for the Company, the rendering of advice to other investors (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 the Advisor or any of its Affiliates or of any director,
officer, employee or shareholder 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 other participant therein. Without limiting the
generality of the foregoing, the Company acknowledges that the Advisor provides
or will provide services to other CPA REIT funds, whether now in existence or
formed hereafter, and that the Advisor and its Affiliates may invest for their
own account. The Advisor shall be responsible for promptly reporting to the
Board the existence of any actual or potential conflict of interest that arises
that may affect its performance of its duties under this Agreement. If the
Sponsor, Advisor, Director or Affiliates thereof has or 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
Advisor to adopt a reasonable method by which properties are to be allocated to
the competing investment entities and to use its 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 that is consistent
with the investment policies and objectives of the Company, but subject to the
last sentence of the preceding paragraph, 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.

     If 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


                                       18

<PAGE>

Advisor shall consider, among other things, 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, the amount of equity required to make the investment and the
length of time such funds have been available for investment.

     15. RELATIONSHIP OF ADVISOR AND COMPANY. The Company and the Advisor agree
that they have not created and do not intend to create by this Agreement a joint
venture or partnership relationship between them and nothing in this Agreement
shall be construed to make them partners or joint venturers or impose any
liability as partners or joint venturers on either of them.

     16. TERM; TERMINATION OF AGREEMENT. This Agreement, as amended and
restated, shall continue in force until September 30, 2008 and thereafter shall
be automatically renewed for successive one year periods, unless either party
shall give notice in writing of non-renewal to the other party not less than 60
days before the end of any such year.

     17. TERMINATION BY COMPANY. At the sole option the Board (including a
majority of the Independent Directors), this Agreement may be terminated
immediately by written notice of termination from the Company to the Advisor
upon the occurrence of events which would constitute Cause or if any of the
following events occur:

          (a) If the Advisor shall breach this Agreement; provided that such
     breach (i) is of a material term or condition of this Agreement and (ii)
     the Advisor has not cured such breach within 30 days of written notice
     thereof or, in the case of any breach that cannot be cured within 30 days
     by reasonable effort, has not taken all necessary action within a
     reasonable time period to cure such breach;

          (b) If the Advisor shall be adjudged bankrupt or insolvent by a court
     of competent jurisdiction, or an order shall be made by a court of
     competent jurisdiction for the appointment of a receiver, liquidator, or
     trustee of the Advisor, for all or substantially all of its property by
     reason of the foregoing, or if a court of competent jurisdiction approves
     any petition filed against the Advisor for reorganization, and such
     adjudication or order shall remain in force or unstayed for a period of 30
     days; or

          (c) If the Advisor shall institute proceedings for voluntary
     bankruptcy or shall file a petition seeking reorganization under the
     federal bankruptcy laws, or for relief under any law for relief of debtors,
     or shall consent to the appointment of a receiver for itself or for all or
     substantially all of its property, or shall make a general assignment for
     the benefit of its creditors, or shall admit in writing its inability to
     pay its debts, generally, as they become due.

     Any notice of termination under Section 16 or 17 shall be effective on the
date specified in such notice, which may be the day on which such notice is
given or any date thereafter. The Advisor agrees that if any of the events
specified in Section 17(b) or (c) shall occur, it shall give written notice
thereof to the Board within 15 days after the occurrence of such event.

     18. TERMINATION BY EITHER PARTY. This Agreement may be terminated
immediately without penalty (but subject to the requirements of Section 20
hereof) by the Advisor by written notice of termination to the Company upon the
occurrence of events which would constitute Good Reason or by the Company
without cause or penalty (but subject to the requirements of Section 20 hereof)
by action of a majority of the Independent Directors or by action of a majority
of the Shareholders, in either case upon 60 days' written notice.


                                       19

<PAGE>

     19. ASSIGNMENT PROHIBITION. This Agreement may not be assigned by the
Advisor without the approval of the Board (including a majority of the
Independent Directors); provided, however, that such approval shall not be
required in the case of an assignment to a corporation, partnership,
association, trust or organization which may take over the assets and carry on
the affairs of the Advisor, provided: (i) that at the time of such assignment,
such successor organization shall be owned substantially by an entity directly
or indirectly controlled by the Sponsor and only if such entity has a net worth
of at least $5,000,000, and (ii) that the board of directors of the Advisor
shall deliver to the Board a statement in writing indicating the ownership
structure and net worth of the successor organization and a certification from
the new Advisor as to its net worth. Such an assignment shall bind the assignees
hereunder in the same manner as the Advisor is bound by this Agreement. The
Advisor may assign any rights to receive fees or other payments under this
Agreement without obtaining the approval of the Board. 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 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.

     20. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

          (a) After the Termination Date, the Advisor shall not be entitled to
     compensation for further services hereunder but shall be entitled to
     receive from the Company the following:

                    (i) all unpaid reimbursements of Organization and Offering
          Expenses and of Operating Expenses payable to the Advisor;

                    (ii) all earned but unpaid Asset Management Fees payable to
          the Advisor prior to the Termination Date;

                    (iii) all earned but unpaid Subordinated Acquisition Fees
          and interest thereon, in each case payable to the Advisor relating to
          the acquisition of any Property prior to the Termination Date;

                    (iv) all earned but unpaid Subordinated Disposition Fees
          payable to the Advisor relating to the sale of any Property prior to
          the Termination Date;

                    (v) all earned but unpaid Loan Refinancing Fees payable to
          the Advisor relating to the financing or refinancing of any Property
          prior to the Termination Date; and

                    (vi) all earned but unpaid Property Management Fees payable
          to the Advisor or its Affiliates relating to the management of any
          property prior to the termination of this Agreement.

          (b) Notwithstanding the foregoing, if this Agreement is terminated by
     the Company for Cause or by the Advisor other than for Good Reason, the
     Advisor will not be entitled to receive the sums in Section 20(a) above.

          (c) If this Agreement is terminated by the Company for any reason
     other than Cause, by either party in connection with a Change of Control,
     or by the Advisor for Good Reason, the Advisor shall be entitled to payment
     of the Termination Fee. Notwithstanding the foregoing, the Advisor shall
     not be entitled to payment of the Termination Fee if:


                                       20

<PAGE>

                    (i) this Agreement is terminated because of failure of the
          Company and the Advisor to establish, following good-faith
          negotiations pursuant to Section 9(k) hereof, a fee structure
          appropriate for an entity with a perpetual life in the event the
          Shares are listed on a national securities exchange or are included
          for quotation on Nasdaq, or

                    (ii) the Subordinated Incentive Fee is paid to the Advisor
          as a result of the listing of the Shares on a national securities
          exchange or their inclusion for quotation on Nasdaq and this Agreement
          is terminated after such listing or inclusion.

          (d) Any and all amounts payable to the Advisor pursuant to Section
     20(a) and Section 20(c) that, irrespective of the termination, were payable
     on a current basis prior to the Termination Date either because they were
     not subordinated or all conditions to their payment had been satisfied,
     shall be paid within 90 days after the Termination Date. All other amounts
     payable to the Advisor pursuant to Section 20(a) and Section 20(c)shall be
     paid in a manner determined by the Board, but in no event on terms less
     favorable to the Advisor than those represented by a note (i) maturing upon
     the liquidation of the Company or three years from the Termination Date,
     whichever is earlier, (ii) with no less than twelve equal quarterly
     installments and (iii) bearing a fair, competitive and commercially
     reasonable interest rate (the "Note") . The Note, if any, may be prepaid by
     the Company at any time prior to maturity with accrued interest to the date
     of payment but without premium or penalty. Notwithstanding the foregoing,
     any amounts that relate to Investment Assets (i) shall be an amount which
     provides compensation to the Advisor only for that portion of the holding
     period for the respective Investment Assets during which the Advisor
     provided services to the Company, (ii) shall not be due and payable until
     the Investment Asset to which such amount relates is sold or refinanced,
     and (iii) shall not bear interest until the Investment Asset to which such
     amount relates is sold or refinanced. A portion of the amount shall be paid
     as each Investment Asset owned by the Company on the Termination Date is
     sold. The portion of such amount payable upon each such sale shall be equal
     to (i) such amount multiplied by (ii) the percentage calculated by dividing
     the fair value (at the Termination Date) of the Investment Asset sold by
     the Company divided by the total fair value (at the Termination Date) of
     all Investment Assets owned by the Company on the Termination Date.

          (e) 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 Board 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 Board;

                    (iii) deliver to the Board all assets, including Properties
          and Loans, and documents of the Company then in the custody of the
          Advisor; and

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

     21. INDEMNIFICATION BY THE COMPANY. (a) The Company shall not indemnify the
Advisor or any of its Affiliates for any loss or liability suffered by the
Advisor or the Affiliate, or hold the


                                       21

<PAGE>

Advisor or the Affiliate harmless for any loss or liability suffered by the
Company, unless all of the following conditions are met:

                    (i) The Advisor or Affiliate has determined, in good faith,
          that the course of conduct which caused the loss or liability was in
          the best interests of the Company;

                    (ii) The Advisor or the Affiliate was acting on behalf of or
          performing services for the Company; and

                    (iii) Such liability or loss was not the result of
          negligence or misconduct by the Advisor or the Affiliate.

          (b) Notwithstanding the foregoing, the Advisor and its Affiliates
     shall not be indemnified by the Company for any losses, liabilities or
     expenses arising from or out of the alleged violation of federal or state
     securities laws unless one or more of the following conditions are met:

                    (i) There has been a successful adjudication on the merits
          of each count involving alleged securities law violations as to the
          particular indemnitee;

                    (ii) Such claims have been dismissed with prejudice on the
          merits by a court of competent jurisdiction as to the particular
          indemnitee; or

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

          (c) The Company shall advance funds to the Advisor or its Affiliates
     for legal expenses and other costs incurred as a result of any legal action
     for which indemnification is being sought only if all of the following
     conditions are satisfied:

                    (i) The legal action relates to acts or omissions with
          respect to the performance of duties or services on behalf of the
          Company;

                    (ii) The legal action is initiated by a third party who is
          not a Shareholder or the legal action is initiated by a Shareholder
          acting in his or her capacity as such and a court of competent
          jurisdiction specifically approves such advancement; and

                    (iii) The Advisor or the Affiliate undertakes to repay the
          advanced funds to the Company, together with the applicable legal rate
          of interest thereon, in cases in which such Advisor or Affiliate is
          found not to be entitled to indemnification.

          (d) Notwithstanding the foregoing, the Advisor shall not be entitled
     to indemnification or be held harmless pursuant to this Section 21 for any
     activity which the Advisor shall be required to indemnify or hold harmless
     the Company pursuant to Section 22.


                                       22

<PAGE>

          (e) Any amounts paid pursuant to this Section 21 shall be recoverable
     or paid only out the net assets of the Company and not from Shareholders.

     22. INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold
harmless the Company from 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.

     23. 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 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 Board          Corporate Property Associates 14 Incorporated
          and to the Company:   50 Rockefeller Plaza
                                New York, NY 10020

          To the Advisor:       Carey Asset Management Corp.
                                50 Rockefeller Plaza
                                New York, NY 10020

     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 Section 23.

     24. 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.

     25. 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.

     26. CONSTRUCTION. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New York.

     27. 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.

     28. 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.


                                       23

<PAGE>

     29. 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.

     30. TITLES NOT TO AFFECT INTERPRETATION. The titles of Sections and
subsections 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.

     31. 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.

     32. NAME. W.P. Carey & Co. LLC has a proprietary interest in the name
"Corporate Property Associates" and "CPA(R)" Accordingly, and in recognition of
this right, if at any time the Company ceases to retain Carey Asset Management
Corp., or an Affiliate thereof to perform the services of Advisor, the Company
will, promptly after receipt of written request from Carey Asset Management
Corp., cease to conduct business under or use the name "Corporate Property
Associates" or "CPA(R)" or any diminutive thereof and the Company shall use its
best efforts to change the name of the Company to a name that does not contain
the name "Corporate Property Associates" or "CPA(R)" or any other word or words
that might, in the sole discretion of the Advisor, be susceptible of indication
of some form of relationship between the Company and the Advisor or any
Affiliate thereof. Consistent with the foregoing, it is specifically recognized
that the Advisor or one or more of its Affiliates has in the past and may in the
future organize, sponsor or otherwise permit to exist other investment vehicles
(including vehicles for investment in real estate) and financial and service
organizations having "Corporate Property Associates" or "CPA(R)" as a part of
their name, all without the need for any consent (and without the right to
object thereto) by the Company or its Directors.

     33. INITIAL INVESTMENT. The Advisor has contributed to the Company $200,000
in exchange for 20,000 Shares (the "Initial Investment"). The Advisor or its
Affiliates may not sell any of the Shares purchased with the Initial Investment
during the term of this Agreement. The restrictions included above shall not
continue to apply to any Shares other than the Share acquired through the
Initial Investment 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.


                                       24

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Advisory
Agreement as of the day and year first above written.

                                        CORPORATE PROPERTY ASSOCIATES 14
                                        INCORPORATED


                                        By: /s/ Thomas Zacharias
                                            ------------------------------------
                                        Name: Thomas Zacharias
                                        Title: Managing Director and Chief
                                               Operating Officer


                                        CAREY ASSET MANAGEMENT CORP.


                                        By: /s/ Gordon DuGan
                                            ------------------------------------
                                        Name: Gordon DuGan
                                        Title: President and Chief Executive
                                               Officer

<PAGE>

                                   SCHEDULE A

     This Schedule sets forth the terms governing any Shares issued by the
Company to the Advisor in payment of advisory fees set forth in the Agreement.

     1. Restrictions. The Shares are subject to vesting over a five-year period.
The Shares shall vest ratably over a five-year period with 20% of the Shares
paid in each payment vesting on each of the first through fifth anniversary of
the date hereof. Prior to the vesting of the ownership of the Shares in the
Advisor, the Shares may not be transferred by the Advisor.

     2. Immediate Vesting. Upon the expiration of the Agreement for any reason
other than a termination for Cause under paragraph 17 or upon a "Change of
Control" of CPA(R):14 (as defined below), all Shares granted to the Advisor
hereunder shall vest immediately and all restrictions shall lapse. For purposes
of this Schedule A, a "Change of Control" of the Company shall be deemed to have
occurred if there has been a change in the ownership of the Company of 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 (the "Exchange Act"), as enacted and in force on the date
hereof, 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," as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (other than the Company, any of its subsidiaries, any trustee,
fiduciary or other person or entity holding securities under any employee
benefit plan of the Company or any of its subsidiaries), together with all
"affiliates" and "associates" (as such terms are defined in Rule 14b-2 under the
Exchange Act) of such person, shall become the "beneficial owner" (as such term
is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of either (A) the combined
voting power of the Company's then outstanding securities having the right to
vote in an election of the Board ("Voting Securities") or (B) the then
outstanding common stock of the Company (in either such case other than as a
result of acquisition of securities directly from the Company);

     (ii) persons who, as of the date hereof, constitute the Board (the
"Incumbent Directors") cease for any reason, including without limitation, as a
result of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board, provided that any person becoming a
director of the Company subsequent to the date hereof whose election or
nomination for election was approved by a vote of at least a majority of the
Incumbent Directors shall be considered an Incumbent Director; or

     (iii) the stockholders of the Company shall approve (A) any consolidation
or merger of the Company or any subsidiary where the stockholders of the
Company, immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares
representing in the aggregate 50% or more of the voting equity of the entity
issuing cash or securities in the consolidation or merger (or of its ultimate
parent entity, if any), (B) any sale, lease, exchange or other transfer (in one
transaction or a series of transactions contemplated or arranged by any party as
a single plan) of all or substantially all of the assets of the Company or (C)
any plan or proposal for the liquidation or dissolution of the Company.

     Notwithstanding the foregoing, a "Change of Control" shall not be deemed to
have occurred for purposes of the foregoing clause (i) solely as the result of
an acquisition of securities by the Company which, by reducing the number of
Shares of Common Stock outstanding, increases (A) the proportionate number of
Shares beneficially owned by any person to 25% or more of the Shares then
outstanding, or


                                    Sch A-1

<PAGE>

(B) the proportionate voting power represented by the Shares beneficially owned
by any person to 25% or more of the combined voting power of all then
outstanding voting Securities; provided, however, that if any person referred to
in clause (A) or (B) of this sentence shall thereafter become the beneficial
owner of any additional Shares or other Voting Securities (other than pursuant
to a Share split, Share dividend, or similar transaction), then a "Change of
Control" shall be deemed to have occurred for purposes of the foregoing clause
(i).

     3. Exception. Notwithstanding anything else in this Agreement to the
contrary, the Shares shall continue to vest according to the vesting schedule in
Section 1 regardless of: (a) the expiration of the Advisory Agreement for any
reason other than a termination by the Company for Cause or a resignation by the
Advisor for other than Good Reason, (b) the merger of the Company and an
Affiliate of the Company or (c) any "Change of Control" of the Company in
connection with a merger with an Affiliate of the Company.


                                    Sch A-2