ADVISORY AGREEMENT FOR
                         REAL ESTATE RELATED INVESTMENTS


                                      Dated
                               as of June 30, 1997


                                     Between


                       EMMES INVESTMENT MANAGEMENT CO. LLC


                                       and


                   CONTINENTAL INFORMATION SYSTEMS CORPORATION


<PAGE>

                                TABLE OF CONTENTS 
 


SECTION I.        APPOINTMENT OF EMMES; PARTICIPATION BY INVESTOR...............
         1.1      Appointment and Management Fees of Emmes......................
         1.2      Power of Attorney.............................................
         1.3      Expenses......................................................
         1.4      Participation by Investor.....................................

SECTION II.  SERVICES TO BE PROVIDED BY EMMES...................................
         2.1      Duties and Authorization......................................
         2.2      Additional Services...........................................
         2.3      Agents and Representatives....................................
         2.4      Further Limitations...........................................
         2.5      Limitation on Emmes's Responsibilities........................

SECTION III.  TERMINATION; RESIGNATION OF EMMES.................................
         3.1      Termination...................................................
         3.2      Resignation of Emmes..........................................

SECTION IV.  REPRESENTATIONS AND WARRANTIES.....................................
         4.1      Representations and Warranties of Investor....................
         4.2      Representations and Warranties of Emmes.......................

SECTION V.  INDEMNIFICATION.....................................................
         5.1      Indemnification by Investor...................................

SECTION VI.  MISCELLANEOUS......................................................
         6.1      Notices.......................................................
         6.2      Entire Agreement, Modification................................
         6.3      Counterparts..................................................
         6.4      Severability of Provisions....................................
         6.5      Binding; Benefit..............................................
         6.6      Governing Law; Jurisdiction...................................
         6.7      No Other Agency...............................................
         6.8      Arbitration...................................................


<PAGE>

             ADVISORY AGREEMENT FOR REAL ESTATE RELATED INVESTMENTS 


         This ADVISORY AGREEMENT FOR REAL ESTATE RELATED INVESTMENTS, made as of
the ____ day of June, 1997 by and between Emmes Investment Management Co. LLC, a
Delaware limited liability  company with offices at 420 Lexington Avenue,  Suite
2702, New York, New York 10170  ("Emmes") and  Continental  Information  Systems
Corporation, a New York corporation, having an office at One Northern Concourse,
Syracuse,  New York 13221  (referred  to herein as  "Investor"  and in Exhibit A
hereto as "CIS").


                              W I T N E S S E T H: 

         WHEREAS,  Emmes is engaged in the business of evaluating,  structuring,
administering  and  servicing,  on behalf of its clients,  various types of real
estate  and real  estate  based  investments  (including,  but not  limited  to,
purchases   and  sales  of  real  estate  and  real  estate  based   securities,
transactions  involving the leasing of real estate and financings of real estate
transactions); and

         WHEREAS,  Investor desires Emmes to afford it opportunities,  from time
to time, to participate in certain investments,  as more specifically  described
in Exhibit A hereto ("Investments"); and

         WHEREAS,  Emmes is willing to offer such opportunities to Investor,  on
and  subject  to (i) the terms and  conditions  set  forth  below,  and (ii) the
further limitations, as appropriate, set forth in Exhibits A and B hereto (which
Exhibits are hereby  incorporated by reference herein and made a part hereof and
the terms of which shall be  determinative  in the event of conflict with any of
the terms and provisions set forth hereinbelow).

         NOW,  THEREFORE,  in consideration of the premises and the mutual terms
and conditions herein contained,  and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,  Investor and Emmes
hereby agree as follows:


SECTION I.        APPOINTMENT OF EMMES; PARTICIPATION BY INVESTOR

         1.1 Appointment  and Management Fees of Emmes.  Investor hereby retains
Emmes and Emmes hereby agrees,  (i) to analyze,  recommend and offer to Investor
opportunities  to  participate  in  Investments  to be made from time to time by
various  clients of Emmes  ("Clients");  and (ii) to supervise,  administer  and
perform   other   services   with  respect  to  the   origination,   management,
restructuring,  liquidation  and  disposition  of  those  Investments  in  which
Investor elects to participate, all as more particularly described herein. Emmes
shall be entitled to receive,  for the  performance of its duties  hereunder,  a
management  fee in the  amount set forth in  Exhibit A  attached  hereto,  to be
determined and paid quarterly in arrears.
<PAGE>
         1.2 Power of Attorney.  Investor hereby irrevocably appoints Emmes, and
any  officer or agent of Emmes,  with full power of  substitution,  its true and
lawful attorney-in-fact with full, irrevocable power and authority in Investor's
place and stead and in Investor's  name and on  Investor's  behalf or in Emmes's
own  name,  from  time to time and at any time  until  the  termination  of this
Agreement  pursuant  to Section  II hereof,  to do any and all things in Emmes's
absolute  discretion  required or desirable to be done to carry out the terms or
to accomplish the purposes of this  Agreement,  consistent with the scope of the
authority granted to Emmes under the terms of this Agreement.  Nothing contained
in this Section 1.2 shall be construed to expand the scope of authority  granted
to Emmes under this Agreement.  Investor hereby ratifies all actions taken by or
on behalf of  Investor  pursuant  to this  power of  attorney  or  otherwise  as
provided in this Agreement and neither Emmes nor any of its officers,  employees
or agents shall be liable for any acts or omissions or for any error of judgment
or mistake of fact or law, except for willful  misconduct or gross negligence in
its or their  capacity  as  attorney-in-fact.  This power of attorney is coupled
with an interest and shall be  irrevocable  until this  Agreement is terminated.
The powers  conferred on Emmes  hereunder are solely to protect its interest and
shall not impose any duty upon it to exercise any of such powers.

         1.3  Expenses.  As set forth in Exhibit  A,  Investor  shall  reimburse
Emmes,  quarterly in arrears,  for its allocable share of all costs and expenses
incurred by Emmes in connection with a particular Investment, including, without
limitation,  all filing,  registration  and  transactional  costs, all costs and
expenses (including  reasonable attorneys' fees) incurred in connection with the
enforcement  of any  Investment  Document  (defined  below),  and all  costs and
expenses  incurred in connection  with the  procurement  by Emmes of services by
outside professionals in connection therewith.

         1.4  Participation  by Investor.  (a) Emmes  shall,  from time to time,
submit to Investor written proposals  ("Investment  Summaries")  identifying and
setting forth the terms and  conditions  of  Investments  in which  Investor may
participate  consistent with the investment parameters established under Exhibit
A.  Such  Investment  Summaries  shall  specify  the  nature  and  terms  of the
Investments,  the other  proposed  Clients  involved the amounts  proposed to be
contributed by (each of) such  Client(s) and by Investor,  each of such Clients'
percentage share of the total amount of the Investment and Investor's percentage
share (the  "Investor's  Share") of the total amount of the  Investment.  To the
extent  that  certain  Clients  may  not  consent  to use of  their  names,  the
Investment  Summary shall only set forth the amounts  proposed to be invested by
such Clients and such Clients' respective  percentage shares of such Investment.
The Investment  Summary shall be supplied to Investor as soon as it shall become
available, but in any event at the time the prospective borrower has provided an
application fee to Emmes.

                  (b)  Investor  shall  notify Emmes in writing as to whether it
elects to participate in the Investment as set forth in each Investment  Summary
within two (2) business days following receipt of the Investment Summary. In the
event that Emmes does not receive such  notification  from Investor  within such
two business  day period,  then  Investor  will be deemed to have elected not to
participate in the Investment described in such Investment Summary.
<PAGE>
                  (c) In the event that  Investor  elects to  participate  in an
Investment pursuant to its receipt of an Investment Summary from Emmes, then:

                           (i) Within one (1)  business  day  thereafter,  Emmes
shall provide an updated Investment Summary to Investor, setting forth the names
of all Clients  participating  in such Investment (to the extent  permitted) and
the respective  percentage shares of such Investment being provided by each such
Client and by Investor;

                           (ii)  Emmes  will  provide  Investor  with  true  and
complete  copies  of any  and all  available  documentation  and/or  information
relating to such Investment,  including,  without limitation,  copies of any and
all agreements, notes, mortgages, security agreements,  assignments (and any and
all  other  documents  and  instruments  to  be  delivered   pursuant   thereto)
(collectively, (Investment Documents");

                           (iii)  Investor will promptly (i) take all steps,  if
any,  necessary to authorize the  Investment,  (ii) duly execute all  Investment
Documents  (if any)  required to be executed by it; (iii)  return such  executed
Investment  Documents,   together  with  certified  copies  of  all  authorizing
resolutions and such other  documentation as Emmes may reasonably  request,  and
pay over to Emmes, by wire transfer to an account  designated by Emmes, the full
amount to be contributed or otherwise invested by Investor,  at such time and in
such amounts as shall be specified in such Investment Summary; and

                           (iv) upon its receipt of the  foregoing,  Emmes shall
execute,  on behalf of  Investor  and as its  agent  and  attorney-in-fact,  all
Investment Documents which Emmes, by virtue of this Agreement,  is authorized to
so execute and cause  Investor's  payment to be invested as contemplated by such
Investment Summary.

                  (d) Thereafter, for so long as such Investment (or any portion
or refinancing  thereof) remains  outstanding,  Emmes shall (i) provide Investor
with financial and performance reports, prepared both quarterly and annually, as
to the status of such Investment,  and (ii) upon the written request of Investor
therefor,  provide  Investor with true and complete copies of all amendments and
additions  to the  Investment  Documents  (if any)  promptly  following  Emmes's
receipt  thereof.  Investor  agrees,  in each such case, to duly  authorize such
Investment Documents and, where required,  to execute and return to Emmes all of
such amendments and additions,  which,  once properly  executed by all requisite
parties,  shall  thereupon  become and  thenceforth be considered as part of the
Investment  Documents.  Investor  hereby  authorizes  Emmes,  as its  agent  and
attorney-in-fact,  to enter  into and  execute on its behalf any and all of such
amendments  and  additions,  except where the personal  signature of Investor is
required.  Nothing  contained in this Section 1.4 shall  detract in any way from
Investor's  right to approve  all waivers or  modifications  of the terms of any
Investment.


SECTION II.       SERVICES TO BE PROVIDED BY EMMES.

         2.1  Duties  and  Authorization.   (a)  Investor  hereby  appoints  and
authorizes  Emmes to act  with  respect  to all  Investments  in which  Investor
participates. It is hereby acknowledged that the parties intend that Emmes shall
manage and perform all routine,  day-to-day administration and servicing of such
Investments  (including  all  Investment  Documents  and  collateral  given with
<PAGE>
respect  thereto)  in  Emmes's  reasonable  judgment  and  consistent  with  its
customary  business  practices.  Emmes shall not have any  authority to make any
other decisions with respect to any such Investment (or the Investment Documents
or the collateral given with respect thereto) without the written consent of all
Clients  participating in such  Investment.  Subject to the foregoing and, where
applicable, to the other limitations set forth in Exhibit B hereto, Emmes shall,
with respect to each Investment in which Investor participates:

                           (i) hold  all  Investment  Documents  (if any) at its
office at 420 Lexington  Avenue,  Suite 2702,  New York,  New York 10170 for the
benefit of Investor;

                           (ii)  administer  such  Investment in accordance with
Emmes's customary business practices and procedures;

                           (iii) advise Investor of all significant  information
received by Emmes concerning such Investment  reasonably  promptly after Emmes's
receipt thereof; and

                           (iv)  take or  cause  to be taken  any  other  lawful
action in connection with such Investment and the Investment Documents (if any),
as directed by the written approval of Investor.

         2.2  Additional  Services.  Emmes  shall also  provide  the  additional
services,  subject  to the  additional  limitations,  set forth in Section II of
Exhibit B.

         2.3  Agents  and   Representatives.   Emmes  may  perform  any  of  its
obligations or duties hereunder  (including those duties and obligations  listed
in Exhibit B hereto) by or through its agents, employees or attorneys,  provided
that no such delegation  shall relieve Emmes of any liability or  responsibility
therefor.

         2.4 Further Limitations.  Emmes's actions hereunder shall be subject to
the further terms and conditions set forth in Exhibit A attached hereto and made
a part hereof.

         2.5  Limitation  on  Emmes's  Responsibilities.   Except  as  expressly
provided herein and so long as Emmes has complied with its obligations set forth
in  Section  2.1 of Exhibit B hereto,  Emmes  shall not be  responsible  for the
authenticity,   accuracy,  completeness,  value,  validity,  effectiveness,  due
execution,   legality,   genuineness,   enforceability  or  sufficiency  of  any
Investment   Documents  or  any  other   agreements,   certificates,   financial
statements,  projections,  notices, schedules or opinions of counsel executed or
delivered  pursuant thereto,  or for the collectibility of any Investment or the
creditworthiness of the borrower or value of the collateral thereunder and shall
have no further duties or responsibilities to provide services.


SECTION III.      TERMINATION; RESIGNATION OF EMMES

         3.1 Termination.  (a) This Agreement shall be terminable as provided in
Exhibit A hereto as to all future Investments and Investment Summaries therefor;
provided,  however,  that this Agreement shall continue in full force and effect
with  respect to any existing  Investments  in which  Investor has  participated
until  such time as such  Investments  have  been  liquidated  or paid,  and all
<PAGE>
proceeds therefrom  distributed to the Clients  participating in such Investment
in accordance with the terms thereof.  In the event of  termination,  Investor's
obligations under any Investment with respect to any monies advanced by Emmes or
by any other  Client  participating  in such  Investment  on  Investor's  behalf
pursuant hereto shall continue in full force and effect until satisfied in full.

                  (b) If at any time during which  Investments  (or any portions
or refinancings  thereof) are outstanding  Emmes (i) makes an assignment for the
benefit of creditors,  (ii) files a voluntary  petition in bankruptcy,  (iii) is
adjudicated  a bankrupt or  insolvent,  or has  entered  against it an order for
relief in any  bankruptcy  or  insolvency  proceeding,  (iv) files a petition or
answer  seeking  for  itself  any  reorganization,   arrangement,  readjustment,
liquidation, dissolution or similar relief under any statute, law or regulation,
(v) files an answer or other  pleading  admitting  or  failing,  to contest  the
material  allegations  of a petition  filed against it in any  proceeding of the
nature  described  in  subdivision  (iv) above,  or (vi)  seeks,  consents to or
acquiesces in the  appointment of a trustee,  receiver or liquidator of Emmes or
of all or any substantial  part of its  properties;  or if, within 90 days after
the  commencement  of  any  proceeding  against  Emmes  seeking  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under  any  statute,  law or  regulation,  the  proceeding  has not been
dismissed;  or if, within 60 days after the appointment,  without its consent or
acquiescence,  of a trustee,  receiver or  liquidator  of Emmes or of all or any
substantial part of its properties, the appointment is not vacated or stayed; or
if, within 60 days after the expiration of any such stay, the appointment is not
vacated; then Investor may terminate this Agreement,  in which extent the rights
and obligations of Emmes  hereunder  shall  thereupon  terminate and a successor
shall be  appointed  by  Investor.  In any such event,  Emmes  shall  assign and
transfer to such successor or its designee all instruments, documents, funds and
causes of action which it then holds or supervises  hereunder,  shall account to
Investor  for all sums  received and  distributed  and shall take or cause to be
taken any other action  necessary or desirable to give effect to such assignment
and transfer,  all in form and substance  reasonably  satisfactory  to Investor;
provided,  that  Emmes  shall be  entitled  to  receive  all  amounts  due to it
hereunder to the date of such  termination,  when and if such amounts become due
and payable.

         3.2 Resignation of Emmes.  If at any time during which  Investments (or
any portions or refinancings thereof) are outstanding,  Emmes cannot continue to
act hereunder by virtue of any law or regulation pertaining to Emmes, or for any
other reason beyond Emmes's reasonable control,  then and in any such event, the
rights and  obligations  of Emmes  hereunder  shall  thereupon  terminate  and a
successor  shall be  appointed by the  unanimous  approval of all of the Clients
participating   in  each  such  outstanding   Investment,   unless  all  Clients
participating  in an  outstanding  Investment  shall  elect to  continue  Emmes'
retention  with  respect to such  Investment,  in which case  Emmes'  rights and
obligations  hereunder  shall  continue  in full  force and effect but only with
respect  to such  Investment.  In the event of  disagreement  among the  Clients
participating  in an Investment,  the  disposition  of the  Investment  shall be
determined  as provided  in Section 4.5 of Exhibit B hereto.  In any such event,
Emmes  shall  assign  and  transfer  to  such  successor  or  its  designee  all
instruments,  documents,  funds  and  causes of  action  which it then  holds or
supervises  hereunder,  shall  account  to  Investor  (and to all other  Clients
participating  in such  Investment)  for all sums received and  distributed  and
shall take or cause to be taken any other action  necessary or desirable to give
effect to such  assignment  and transfer,  all in form and substance  reasonably
satisfactory to all Clients  participating  in such Investment;  provided,  that
Emmes shall be entitled to receive all amounts due to it  hereunder  to the date
of such termination, when and if such amounts become due and payable.
<PAGE>
SECTION IV.       REPRESENTATIONS AND WARRANTIES.

         4.1  Representations  and Warranties of Investor.  With respect to each
Investment  in which  Investor  participates,  Investor  hereby  represents  and
warrants to Emmes that:

                  (a) Investor has been given or has waived adequate opportunity
to review  and,  except  where  such right has been  waived,  has  reviewed  all
financial  and other data and  information  with  respect to the borrower of any
mortgage loan as Investor deemed  necessary in order to make a determination  to
enter into this Agreement and  participate in such Investment as provided herein
and therein and in the Investment Documents (if any).

                  (b)  Investor  is  sophisticated  in  financial  and  business
matters and has a substantial net worth and, as such, understands and is able to
bear the economic  risks involved in entering into this Agreement and making the
Investment as provided herein and in the Investment Documents (if any), and does
not anticipate the occurrence of any event which would alter such ability.

                  (c) Investor has not relied on any representations of Emmes or
any other Client participating in such Investment, as to the financial condition
of any  borrower  or any  guarantor  or  surety  thereunder  or the value of any
collateral given therefor, or any other matter relating to such Investment.

                  (d) Investor will  continue to make its own legal,  credit and
financial  analyses and decisions in taking, or not taking,  any action pursuant
to this Agreement and the Investment Documents (if any) relating thereto.

                  (e) Investor is validly  existing and in good  standing  under
the laws of the state in which it was  formed  (if  Investor  is a  corporation,
partnership or limited liability company).  Investor has all requisite power and
authority to enter into and perform its obligations under this Agreement and the
Investment  Documents  (if any).  This  Agreement and any  Investment  Documents
executed by Investor  have been duly  executed  and  delivered  by Investor  and
constitute the legal, valid and binding obligations of Investor,  enforceable in
accordance with their  respective  terms,  except where such  enforcement may be
limited by applicable bankruptcy laws, principles of equity and laws relating to
creditors' rights generally.

                  (f) Investor,  to its knowledge,  has no other relationship or
transaction  with the borrower  (including  without  limitation,  any guarantor)
under such  Investment  or with any  affiliate  of the  foregoing;  and Investor
agrees not to enter into any such transaction or relationship  without the prior
written consent of Emmes and of all of the other Clients  participating  in such
Investment.

         4.2  Representations  and  Warranties  of Emmes.  (a)  Investor  hereby
acknowledges that, except as set forth in paragraph (b) below, neither Emmes nor
any other  Client has made any  representation  or warranty  with respect to any
Investment,  borrower or Client, including,  without limitation, with respect to
any  of  the  following  matters  (subject  to  Emmes's   responsibilities   and
obligations pursuant to this Agreement):

                           (i)  The  truthfulness  and  accuracy  of  any of the
representations by any borrower contained in any publicly available  information
or Investment Document; or
<PAGE>
                           (ii) The  collectablity  of any amount  payable under
any Investment Documents; or

                           (iii) The enforceability, sufficiency or value of any
rights  conferred upon the investors  under any  Investment  Documents by way of
security  or  collateral  for  obligations  owed to such  investors  under  such
Investment Documents; or

                           (iv)  The   financial   condition  of  any  borrower,
guarantor or surety under any Investment.

                  (b) Emmes hereby represents and warrants to Investor that with
respect to each Investment in which Investor  participates  (a) Emmes is validly
existing and in good standing under the laws of the state in which it is formed,
(b) Emmes has all  requisite  power and  authority to enter unto and perform its
obligations under this Agreement and the Investment Documents (if any), (c) this
Agreement  and any  Investment  Documents  executed  by the Emmes have been duly
executed and  delivered  by Emmes and  constitute  the legal,  valid and binding
obligation of the Emmes,  enforceable in accordance with its terms (except where
such enforceability may be limited by applicable  bankruptcy laws, principles of
equity or laws relating to creditors'  rights  generally) and (d) Emmes,  to its
knowledge,  has no other relationship or transaction with any borrower under any
Investment  made by  Investor,  nor does  Emmes have any other  relationship  or
transaction  with  any  affiliate  of any of the  foregoing  (including  without
limitation, any guarantor);  Emmes agrees not to enter into any such transaction
or relationship without the prior written consent of Investor.


SECTION V.        INDEMNIFICATION

         5.1  Indemnification  by  Investor.  Subject to Section  2.1,  Investor
agrees, for itself or, where  appropriate,  jointly and severally with the other
Clients participating in an Investment,  to indemnify Emmes from and against any
and all claims, liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any  kind or  nature
whatsoever  (collectively,  "liabilities") which may be imposed on, incurred by,
or asserted  against  Emmes and arising out of any action taken or omitted to be
taken by Emmes in connection with any Investment or Investment Document relating
thereto in accordance with the terms of this Agreement;  provided, however, that
Investor  shall not be  liable  for any  portion  of such  claims,  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements  resulting from Emmes's bad faith,  willful misconduct
or gross negligence;  and provided,  further,  that in no event shall Investor's
indemnification   obligations  under  this  Section  5.1  with  respect  to  any
Investment  exceed  Investor's  Share of such  Investment.  The  obligations  of
Investor under this provision shall survive the termination of this Agreement.


SECTION VI.       MISCELLANEOUS

         6.1 Notices.  Unless otherwise  specified herein, all notices and other
communications provided for hereunder shall be in writing (including telegraphic
communication)  and  shall  be  mailed,  by  first-class  mail,  return  receipt
requested,  delivered via a recognized  overnight delivery service,  telecopied,
telegraphed  or  personally  delivered,  to such party at its  address set forth
above or at such other  address as shall be designated by such party in a notice
to the  other  parties  complying  with the  terms of this  provision.  All such
notices and other communications shall be effective upon delivery or refusal.
<PAGE>
         6.2 Entire  Agreement,  Modification.  This  Agreement,  together  with
Exhibits A and B hereto,  constitutes  the entire  agreement of the Investor and
Emmes with  respect to the matters set forth  herein.  All  previous  agreements
between the parties hereto with respect to the subject  matter  hereof,  whether
written or oral, are superseded by this agreement,  and are hereby rendered null
and void and of no effect.  No  modification  of this  Agreement  shall be valid
unless in writing and signed on behalf of the parties hereto by duly  authorized
officers  thereof.  Any waiver  hereunder shall be limited to the subject matter
thereof, and shall not constitute a waiver of any other provision.

         6.3  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by different parties hereto in separate counterparts,  and each
of which when so executed shall be considered an original and all of which taken
together shall constitute the same agreement.

         6.4 Severability of Provisions.  The invalidity or  unenforceability of
any term or  provision  of this  Agreement  shall not  affect  the  validity  or
enforceability of the remaining terms or provisions  hereof,  which shall remain
in full force and effect.

         6.5 Binding; Benefit;  Assignment. This Agreement shall be binding upon
the  parties  hereto and their  respective  successors  and  permitted  assigns.
Investor may assign this  Agreement to a  wholly-owned  subsidiary  of Investor,
upon five (5) days'  prior  written  notice to Emmes.  Emmes may not assign this
Agreement  without the consent of Investor.  This Agreement  shall inure only to
the benefit of the parties hereto and their respective  permitted  assigns,  and
not to successors and other assigns,  or any third parties,  except as otherwise
expressly provided herein.

         6.6 Governing Law;  Jurisdiction.  This Agreement  shall be governed by
and construed in accordance  with the laws of the State of New York. Each of the
parties hereto hereby submits to the  Jurisdiction of any state or federal court
in New York County in any action or proceeding  relating to this Agreement.  All
costs and expenses  (including  attorneys' fees of the parties) relating to each
such action or proceeding  shall be borne and promptly paid by the  unsuccessful
party(ies) thereto.

         6.7 No Other Agency.  It is intended that,  unless  otherwise agreed in
writing,  Emmes  will act as agent  for  Investor  only in  connection  with the
transactions  contemplated  hereby,  and only for the purposes set forth herein,
and for no other  purpose.  This  Agreement  does not create any  partnership or
joint venture between the parties hereto.

         6.8 Arbitration.  (a) Any dispute,  controversy or claim arising out of
or in connection with this Agreement,  (collectively,  the "Arbitrable Claims"),
shall be determined  and settled by arbitration in New York, New York by a panel
of three  arbitrators in accordance  with the rules of the American  Arbitration
Association.  Any award  rendered in  accordance  with this Section 6.8 shall be
final and binding upon the parties and their respective  legal  representatives.
The  party or  parties  against  whom any such  award is  issued  shall  pay the
expenses  of  the  arbitration,   including,  but  not  limited  to,  reasonable
attorneys' fees incurred by the prevailing  party or parties.  Such award may be
enforced by the order and judgment of the Supreme Court of the State of New York
for New York County,  and the parties  hereto hereby waive any objection to such
jurisdiction or venue in any such proceeding commenced in such court.
<PAGE>
                  (b)  No  action  of law or  suit  in  equity  based  upon  any
Arbitrable Claim shall be instituted in any court except (i) an action to compel
arbitration pursuant to this section;  (ii) an action to enforce the arbitration
award  rendered in accordance  with this section;  or (iii) an action brought in
aid of  arbitration  pursuant to Article 75 of New York's Civil Practice Law and
Rules (collectively,  the "Allowed Actions").  If, contrary to the provisions of
paragraph (a), a Client brings an action at law or suit in equity (other than an
Allowed Action) against Emmes, the other Clients  participating in an Investment
in which Investor participates,  or any of their respective  affiliates,  agents
and/or employees, and judgment is not rendered in favor of such Client as to all
of them,  then such Client shall  reimburse each of the  aforementioned  parties
against whom  judgment is not rendered in favor of such Client for all expenses,
including,  but not limited to, reasonable  attorneys' fees incurred in opposing
or defending  such action or suit  regardless  of whether such action or suit is
dismissed  or  otherwise  terminated  other  than by  judgment  in favor of such
Client.  Except as expressly  provided in this Section  6.8,  nothing  contained
herein shall  entitle a Client to  reimbursement  for its expenses in connection
with any action or suit brought against Emmes,  the other Clients  participating
in an  Investment in which  Investor  participates,  or any of their  respective
affiliates, agents and/or employees, regardless of the outcome of such action or
suit.
<PAGE>




         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be executed as of the date first set forth above by having its duly
authorized signatory sign below.

                                            INVESTOR:

                                            CONTINENTAL INFORMATION SYSTEMS
                                            CORPORATION




                                            By:  /s/    James P. Hassett
                                                 ----------------------- 
                                                 Name:  James P. Hassett
                                                 Title: Chairman of the Board


                                            EMMES INVESTMENT MANAGEMENT CO. LLC



                                            By:  /s/    S. Lawrence Davis
                                                 ------------------------ 
                                                 Name:  S. Lawrence Davis
                                                 Title: Authorized Signatory

<PAGE>
                                    EXHIBIT A
       to Advisory Agreement For Real Estate Related Investments between
                     Emmes Investment Management Co. LLC and
                   Continental Information Systems Corporation


         The  parties  agree that the  following  terms shall also apply to this
Agreement.  If any term in this Exhibit A is inconsistent  with the terms of the
above-referenced agreement (the "Advisory Agreement"),  the terms and conditions
contained  in this  Exhibit  A shall  control.  Capitalized  terms  used and not
otherwise  defined  herein  shall  have  the  meanings  assigned  to them in the
Advisory Agreement.

Amount to be                  Up to $8,000,000 (the "Commitment"), subject to
invested:                     the terms and conditions hereof.
                       
Account:                      (a) The Account shall consist of cash from
                              Continental Information Systems Corporation or its
                              wholly-owned subsidiary ("CIS") (the "Account
                              Assets") made available to Emmes for making
                              Investments. The Account Assets shall also include
                              assets which become part of the Account as a
                              result of transactions therein or otherwise,
                              together with any interest or other distributions
                              thereon and proceeds from any dispositions
                              thereof. All Account Assets shall be held in trust
                              for the benefit of CIS, shall not constitute
                              property of Emmes, and shall be kept segregated
                              from and not commingled with any other assets of
                              Emmes' or other funds managed by Emmes.

                              (b) CIS will transfer Funds to the Account as
                              required by Emmes to fund Mortgage Investments in
                              which CIS has elected to participate. All
                              transfers will be in immediately available funds.
                              Emmes shall not disburse funds from the Account
                              except to fund Mortgage Investments or expenses
                              which CIS is obligated to pay pursuant to Exhibit
                              B, or to distribute cash to Emmes or CIS pursuant
                              to this Exhibit A. All proceeds from CIS's
                              participation in Mortgage Investments shall be
                              deposited in the Account within two (2) business
                              days after receipt.

                              (c) The Account Assets shall be maintained in and
                              through a bank account maintained by Citibank,
                              N.A. or such other depository selected by Emmes
                              and acceptable to CIS established and clearly
                              specified as being for the benefit CIS. All
                              arrangements concerning the Account, including
                              disbursement authority shall be reasonably
                              satisfactory to CIS.

<PAGE>
Contributions by              Emmes, its principals and/or members of their
Emmes and its                 families have contributed or will contribute an
Affiliates:                   aggregate of $3,000,000 to the Emmes Real Estate
                              Opportunity Fund, L.P., Emmes Capital Appreciation
                              Fund, L.P., Emmes Real Estate Institutional
                              Investor Fund, L.P. and/or such other funds as
                              Emmes may, from time to time, manage
                              (collectively, the "Emmes Funds").

Investment                    All Investments to be in direct, high-yield real
Parameters:                   estate loans secured by mortgages ("Mortgage
                              Investments") and to be structured such that the
                              exemption afforded by Section 3(c)(5) of the
                              Investment Company Act of 1940, as amended, will
                              be available. Additional Investment parameters to
                              be determined by CIS and delivered to Emmes from
                              time to time.

Term:                         Three Years or term of senior financing, whichever
                              is shorter, subject to termination provisions" set
                              forth below and in the Advisory Agreement;
                              provided, however, that the term will expire upon
                              written notice from CIS beginning eighteen (18)
                              months after the date on which the first Mortgage
                              Investment under the Advisory Agreement is made,
                              (i) if net cash distributions to CIS, after giving
                              effect to unrealized losses, do not provide a
                              return on the average amount of invested capital
                              of at least fifteen (15%) percent per annum during
                              any four preceding consecutive calendar quarters,
                              or (ii) Emmes' principals have not maintained in
                              Emmes Funds at least $3,000,000 in the aggregate;
                              and (iii) CIS may terminate any remaining
                              uninvested portion of its Commitment if S.
                              Lawrence Davis ceases to be affiliated with Emmes,
                              or ceases to be principally responsible for the
                              management of the Emmes Funds and to devote such
                              time as is necessary to carry out such
                              responsibilities.

                              In addition, Emmes may terminate the Advisory
                              Agreement if (i) CIS declines to participate in
                              any eight (8) consecutive Mortgage Investments
                              proposed by Emmes, or (ii) CIS declines to
                              participate in each and every Mortgage Investment
                              proposed by Emmes in any six (6) consecutive month
                              period, provided that Emmes has proposed at least
                              six (6) Mortgage Investments to CIS during such
                              six (6) month period. In no event will the term of
                              the Commitment extend beyond three (3) years.
<PAGE>
Delegates:                    One or more individuals to be designated by each
                              of Emmes and CIS as its delegate to exercise all
                              respective rights and duties of the parties under
                              the Advisory Agreement. S. Lawrence Davis to be
                              the initial delegate for Emmes, unless otherwise
                              approved by CIS.

Emmes Management              An amount equal to one (1%) percent per annum,
Fee:                          paid quarterly in arrears, based on the average
                              Assets Under Management during the preceding
                              quarter, determined as of the last day of each
                              month of such quarter. "Assets Under Management"
                              shall mean the aggregate amount represented by
                              CIS's percentage share of each Mortgage Investment
                              in which it has invested (less realized losses and
                              capital returned), including its pro rata share of
                              the outstanding principal balance of any
                              borrowings used to finance such Mortgage
                              Investment.

                              For example, if the Average Assets Under
                              Management for all Clients during a quarter is in
                              the total amount of $1 million, and CIS's
                              percentage share of each Mortgage Investment in
                              which it participates is 25%, then the Management
                              Fee payable to Emmes for such quarter would be
                              1/4% of $250,000.

Cash Allocation:              All cash received as repayment of principal on
                              Mortgage Investments in which CIS participates, or
                              from the sale of Mortgage Investments in which CIS
                              participates (after payment of expenses incurred
                              in such sale), up to the outstanding principal
                              amount or amortized cost of such Mortgage
                              Investments, will be paid, first, to Emmes to the
                              extent necessary to pay Emmes's Management Fee set
                              forth above, and any remaining balance will be
                              paid to CIS.

                              All cash received representing payments of
                              interest, fees, points, or other financing income
                              (collectively, "Income") in respect of CIS's
                              interests in Mortgage Investments will be paid as
                              received, but no later than monthly, and adjusted
                              to provide for the following allocations of cash
                              to Emmes and CIS as follows:

                              First, to Emmes, to the extent required to pay
                              Emmes's management fee set forth above.
<PAGE>
                              Second, to CIS until total payments of Income to
                              CIS during the term of the Advisory Agreement,
                              minus CIS' respective Investor's Share of any
                              realized losses or unrealized losses on Mortgage
                              Investments during the term of the Advisory
                              Agreement plus all costs advanced by CIS pursuant
                              to Section 3.1 of Exhibit B and not reimbursed or
                              recovered, equal an amount sufficient to yield a
                              cumulative return of CIS' invested capital equal
                              to ten (10%) per annum.

                              Third, ninety (90%) percent to CIS and ten (10%)
                              percent to Emmes until total payments of Income to
                              CIS during the term of the Advisory Agreement,
                              minus CIS's respective Investor's Share of any
                              realized losses or unrealized losses on Mortgage
                              Investments during the term of the Advisory
                              Agreement plus all costs advanced by CIS pursuant
                              to Section 3.1 of Exhibit B to the Advisory
                              Agreement and not reimbursed or recovered, equal
                              an amount sufficient to yield a cumulative return
                              on CIS's invested capital equal to twelve (12%)
                              percent per annum.

                              Fourth, eighty (80%) percent to CIS and twenty
                              (20%) percent to Emmes until total payments of
                              Income to CIS during the term of the Advisory
                              Agreement, minus CIS's respective Investor's Share
                              of any realized losses or unrealized losses on
                              Mortgage Investments during the term of the
                              Advisory Agreement plus all costs advanced by CIS
                              pursuant to Section 3.1 of Exhibit B to the
                              Advisory Agreement and not reimbursed or
                              recovered, equal an amount sufficient to yield a
                              cumulative return on CIS's invested capital equal
                              to fourteen (14%) percent per annum.

                              Fifth, seventy-five (75%) percent to CIS and
                              twenty-five (25%) percent to Emmes until total
                              payments of Income to CIS during the term of the
                              Advisory Agreement, minus CIS's respective
                              Investor's Share of any realized losses or
                              unrealized losses on Mortgage Investments during
                              the term of the Advisory Agreement plus all costs
                              advanced by CIS pursuant to Section 3.1 of Exhibit
                              B to the Advisory Agreement and not reimbursed or
                              recovered, equal an amount sufficient to yield a
                              cumulative return on CIS's invested capital equal
                              to sixteen (16%) percent per annum.
<PAGE>
                              Sixth, fifty (50%) percent to CIS and fifty (50%)
                              percent to Emmes until total payments of Income to
                              CIS during the term of the Advisory Agreement,
                              minus CIS's respective Investor's Share of any
                              realized losses or unrealized losses on Mortgage
                              Investments during the term of the Advisory
                              Agreement plus all costs advanced by CIS pursuant
                              to Section 3.1 of Exhibit B to the Advisory
                              Agreement and not reimbursed or recovered, equal
                              an amount sufficient to yield a cumulative return
                              on CIS's invested capital equal to twenty (20%)
                              percent per annum; and

                              Seventh, seventy-five (75%) percent to CIS and
                              twenty-five (25%) percent to Emmes.

                              For purposes hereof, any losses realized on
                              Mortgage Investments will be allocated in the
                              quarter in which they occur. In addition, in
                              calculating whether any required return threshold
                              has been achieved, the amount of any unrealized
                              losses on any Mortgage Investment will be
                              determined on a quarterly basis and will be
                              subtracted from the amounts otherwise allocated to
                              CIS. For purposes of determining unrealized
                              losses, Mortgage Investments will be valued at
                              their amortized costs (outstanding principal plus
                              costs allocated to the transaction), unless they
                              become impaired. Mortgage Investments will be
                              deemed impaired when the mortgagor is in default
                              on interest or principal payments (without regard
                              to any waivers or other relief granted by the
                              mortgagees) and the value of the collateral given
                              is less than the remaining principal balance or
                              amortized cost of the Mortgage Investment. In each
                              instance of impairment, the Mortgage Investment
                              will be revalued at the amount Emmes and CIS
                              reasonably expect to be recovered from the
                              collateral over the remaining term of the Mortgage
                              Investment. In the event of any disagreement among
                              the parties with respect to valuation or
                              revaluation of any Mortgage Investment, such
                              valuation or revaluation (which shall not require
                              a formal appraisal) shall be made by an
                              independent real estate appraiser or other
                              experienced real estate professional appointed by
                              both Emmes and CIS. In the event Emmes and CIS
                              cannot agree within five (5) business days, on an
                              expert to conduct the valuation, the matter shall
                              be submitted to arbitration pursuant to Section
                              6.8 of the Advisory Agreement.

                              If, upon final disposition of all Mortgage
                              Investments participated in by CIS, either CIS or
                              Emmes has received more distributions than it is
                              entitled to receive pursuant to the formula set
                              forth above, it will pay the excess to the other
                              party.

<PAGE>
Distributions:                In accordance with the terms of Exhibit B to the
                              Advisory Agreement, except as set forth herein.

Special Conditions:

                              (1)  CIS may, in its discretion, elect to reinvest
                                   cash distributions. Reinvested amounts will
                                   be treated as invested capital.

                              (2)  During the term of the Advisory Agreement,
                                   Emmes will present to CIS any proposed
                                   Mortgage Investment opportunity that Emmes
                                   offers to the Emmes Funds, and CIS will,
                                   subject to the requirements set forth herein
                                   and in the Advisory Agreement, have the right
                                   to participate, to the extent of CIS's "Total
                                   Percentage Interest", in the proposed
                                   Mortgage Investment unless CIS determines not
                                   to make the Mortgage Investment. If a greater
                                   percentage of any Investment is available,
                                   CIS will have the right, but not the
                                   obligation, to participate at such greater
                                   percentage.

                                   For purposes hereof, CIS's "Total Percentage
                                   Interest" shall be determined as a fraction,
                                   the numerator of which shall be the amount of
                                   CIS' Commitment and the denominator of which
                                   shall be the total amount of all funds
                                   invested or available for investment in
                                   Mortgage Investments ("Funds Under
                                   Management") by all Clients and Emmes Funds,
                                   all determined as of the date of each
                                   Investment Summary. CIS's "Investor's Share"
                                   will be the percentage share of the Mortgage
                                   Investment that it elects to accept pursuant
                                   to the foregoing provisions.

                              (3)  Except as provided below, during the term of
                                   the Advisory Agreement, CIS and its
                                   affiliates will not make any Mortgage
                                   Investments falling within the CIS Investment
                                   parameters except pursuant to the Advisory
                                   Agreement, unless and until CIS has invested
                                   all of its Commitment or its obligations to
                                   invest capital have been terminated. In the
                                   event that, during the term of the Advisory
                                   Agreement, CIS or its affiliates are
                                   presented with an opportunity to make a
                                   Mortgage Investment that falls within CIS's
                                   investment parameters, CIS will present that
                                   opportunity to the Emmes Funds, and, if the
                                   Emmes Funds decide to invest in such

<PAGE>
                                   opportunity, CIS will be entitled to
                                   participate as set forth in the Advisory
                                   Agreement. If the Emmes Funds decline to
                                   participate in such Mortgage Investment, CIS
                                   or its affiliates may make such investment.
                                   Any such investment by CIS will be made from
                                   funds not committed by CIS pursuant to the
                                   Advisory Agreement, and will be administered
                                   separately from Emmes.

Borrower Fees:                Any fees received by Emmes or its affiliates in
                              connection with the origination, underwriting or
                              servicing of a Mortgage Investment made by CIS
                              (including origination fees, commitment fees, due
                              diligence fees, and reimbursement of expenses
                              payable by CIS, including legal fees, but after
                              payment of out-of-pocket expenses incurred by
                              Emmes in connection with the Mortgage Investment),
                              in an amount proportional to CIS's percentage
                              interest in the Mortgage Investment, will be
                              remitted, net of costs and expenses to Emmes, to
                              CIS or applied against the amounts otherwise
                              payable to Emmes. Any such fees received by Emmes
                              or its affiliates in connection with the
                              origination or underwriting of a proposed Mortgage
                              Investment that is not made (except for Mortgage
                              Investments that CIS elects not to participate
                              in), in an amount proportional to CIS's pro rata
                              percentage of Funds Under Management or applied
                              against the amounts otherwise payable to Emmes
                              shall be remitted, net of costs and expenses to
                              Emmes, to CIS. The foregoing shall not apply to
                              any fees which Emmes or its affiliates may receive
                              in consideration of managing any Investment, so
                              long as such fees are on terms comparable to those
                              obtainable from third-party property managers in
                              the relevant market.

Operating Expenses:           Except as provided in Section 1.3 of the Advisory
                              Agreement, Emmes will bear all overhead expenses
                              incurred by it in connection with the activities
                              it performs hereunder (other than attorneys' fees
                              and other costs of enforcement), except for
                              accounting costs incurred in connection with CIS'
                              audit for its public reporting purposes, which
                              will be borne by CIS.
<PAGE>
Reporting and                 Emmes will prepare monthly status reports on
Notice:                       investments and proposed investments, monthly bank
                              statements, quarterly financial reports and
                              performance reports, and annual audited financial
                              reports and tax returns all on a tax basis. Emmes
                              will provide, at the expense of CIS, such
                              information as CIS requires in order to report its
                              results in accordance with GAAP, including
                              accruals of interest and expenses and potential
                              reserves for bad loans, and will provide CIS and
                              its financial personnel and auditors with access
                              to such documents and information as they require
                              to enable CIS to comply with its public reporting
                              obligations, all at CIS's sole cost and expense.
                              Whenever Emmes provides an Investment Summary to
                              CIS pursuant to the Advisory Agreement, Emmes will
                              advise CIS of any changes in the Funds Under
                              Management by the Emmes Funds, and any
                              corresponding changes in CIS's Total Percentage
                              Interest.

                              Emmes will provide a monthly statement of profit
                              and loss for each Mortgage Investment made by CIS
                              pursuant hereto as soon as Emmes begins preparing
                              such reports for any Emmes Fund which is a
                              participant in such Mortgage Investment, but in no
                              event later than December 31, 1997.
<PAGE>
                                    EXHIBIT B
            to Advisory Agreement for Real Estate Related Investments
                 between Emmes Investment Management Co. LLC and
                   Continental Information Systems Corporation


         This  Exhibit  B to the  Advisory  Agreement  for Real  Estate  Related
Investments (the "Advisory  Agreement") between Emmes Investment  Management Co.
LLC and Continental  Information  Systems  Corporation  ("Investor")  sets forth
additional  terms and conditions  applicable to mortgage loans ("Loans") made by
Investor  under the Advisory  Agreement,  all of which terms and  conditions are
incorporated by reference into the Advisory  Agreement.  Capitalized  terms used
and not otherwise defined herein shall have the meanings assigned to them in the
Advisory Agreement.


SECTION I.      INVESTOR'S SHARE; LOAN PARTICIPATION

         1.1  Investor's  Share.  With respect to each  transaction  in which it
elects to participate,  Investor shall own, as a tenant-in-common  (but not as a
partner)  with the other  clients  participating  therein  (such other  clients,
together  with  the  Investor,   being  sometimes  referred  to  herein  as  the
"Participating  Investors"),  an undivided, pari passu interest (the "Investor's
Share") in the Loan,  the Documents and all  collective  rights and interests of
the Participating  Investors  thereunder or arising in connection therewith (the
"Loan  Participation").  In each such case, the Investor's Share of a Loan shall
be determined in accordance  with the Advisory  Agreement and Exhibit A thereto.
Investor's interest in each loan will be evidenced by the execution and delivery
by  either  Investor  or Emmes  as the  agent of  Investor,  of a  participation
agreement,  which  shall  incorporate,  inter  alia,  the terms  and  conditions
contained in this Exhibit B and such other terms and  conditions as are mutually
satisfactory to Emmes and Investor.

         1.2  Loan   Participation.   With  respect  to  each  Loan,   the  Loan
Participation  shall  include,  without  limitation:   (i)  all  rights  of  the
Participating  Investors to payments from the borrower under or arising from any
and all of the  Investment  Documents;  (ii) all duties and  obligations  of the
Investors  under  the  Investment  Documents;  (iii)  any and all  rights of the
Participating  Investors  with respect to any security  given for payment by the
borrower  of the Loan (or any  portion  or  refinancing  thereof):  and (iv) all
costs, expenses, losses and liabilities incurred (including, without limitation,
reasonable  attorney's  fees and other  costs and  expenses  of  collection  and
enforcement and losses due to late performance or nonperformance by the borrower
of  its  obligations  under  the  Investment  Documents)  by  the  Participating
Investors in connection with the Loan.

         1.3  Payments  and  Losses.  Except  as may be  otherwise  specifically
provided in the Advisory Agreement,  Investor shall be entitled, with respect to
each Loan in which it  elects to  participate,  to the  Investor's  Share of all
payments  made by  borrower  arising  from the Loan  Participation  and shall be
responsible for the Investor's  Share of all losses,  liabilities and additional
capital arising or required from or in connection with the Loan Participation.
<PAGE>
SECTION II.     SERVICES TO BE PROVIDED BY EMMES:

         2.1 Duties and Authorization. In addition to those duties set forth in
Section 2.1 of the Advisory Agreement, Emmes shall, and is hereby authorized to,

                  (i) receive all advances by the Investors and disburse them in
accordance  with all  applicable  provisions of the  Investment  Documents,  the
Investment Summary for such Loan and the Advisory Agreement, including Exhibit A
attached hereto;

                  (ii) conduct all communications with the borrower on behalf of
the Investors;

                  (iii)  receive  all  payments  made  by or on  behalf  of  the
borrower;

                  (iv)  apply  all  payments  received  from or on behalf of the
borrower in accordance with the Investment Documents;

                  (v)   distribute   all  such  payments  to  the  Investors  in
accordance  with the all  applicable  terms  and  provisions  of the  Investment
Summary for such Loan and the Advisory  Agreement  (including Exhibit A attached
thereto);

                  (vi) keep  records  of  receipt  of all  advances  made by the
Investors  and  payments  made  by or on  behalf  of  the  borrower,  and of the
applications, distributions, expense and payment thereof;

                  (vii) distribute to all Investors,  reasonably  promptly after
its receipt thereof,  copies of all significant  documentation received by Emmes
concerning the borrower or the Loan Participation;

                  (viii)  advise all  Participating  Investors  of all  material
defaults and of all events of default  under such Loan of which Emmes has actual
knowledge, reasonably promptly after Emmes becomes aware thereof;

                  (ix) use  reasonable  efforts  to  enforce  the  rights of the
Participating   Investors  in  connection  with  such  Loan,   subject  to  each
Participating  Investor's  obligation  to  fund  its pro  rata  share  of  costs
associated therewith;

                  (x) retain  counsel and other  professionals  on behalf of the
Participating  Investors for purposes of  enforcement or  administration  of the
Loan  Participation and other legal and business matters occurring after funding
of such Loan,  subject to each Participating  Investor's  obligation to fund its
pro rata share of costs associated therewith;

                  (xi)  make  any  filings  and  take  any  actions   necessary,
customary or advisable to establish and continue the  perfection and priority of
all mortgages, liens and security interests for such Loan; and

                  (xii)  exercise the rights and  remedies of the  Participating
Investors  under  the Loan  Documents,  prior  to and  after  the  Participating
Investors have declared an event of default  thereunder,  and while such default
continues.
<PAGE>
         2.2 Limitations on Emmes's Actions.

                  (a) With respect to any Loan in which  Investor  participates,
Emmes shall not,  without the unanimous  written  approval of the  Participating
Investors:

                  (i) consent to or accept any  cancellation  or  termination of
any note,  any other Loan  Document  with respect to such Loan, or consent to or
accept any  cancellation  or termination of any instrument  assigned to Emmes or
the  Participating  Investors  as  security  for such Loan or any part  thereto,
except  upon  satisfaction  of  conditions  precedent  to the  release  of  such
collateral  (or  guaranty  or surety,  if any),  as set forth in the  Investment
Documents;

                  (ii) extend the maturity  date of such Loan or the date of any
interest or principal payment thereunder;

                  (iii)  reduce the interest  rate of, or  otherwise  reduce the
amount of any payment of  principal  of or interest on, any note with respect to
such Loan;

                  (iv) release,  either partially or fully, any substantial part
of the collateral  given as security for such Loan, or any part thereof,  or any
party  liable on a guaranty or any surety (if any) except upon  satisfaction  of
conditions  precedent to the release of such  collateral  or guaranty or surety,
(if any), as set forth in the Investment Documents;

                  (v) agree to any material  amendments or  modifications to any
of the Investment Documents;

                  (vi) take or  refrain  from  taking  any  action,  or make any
determination,  required  to  be  taken  or  made  pursuant  to  the  Investment
Documents,  including,  without  limitation,  a foreclosure  of any mortgage and
deficiency action in respect of any guaranty; or

                  (vii) give consents,  approvals or waivers in connection  with
the Investment  Documents,  except in the ordinary course of servicing such Loan
prior to an Event of Default.

                  (b) All requests by Emmes for approvals from the Participating
Investors  shall  be  made to  each  Participating  Investor  in  writing.  Each
Participating  Investor shall have three (3) business days following its receipt
of  such  written  request  to  respond  thereto  in  writing  to  Emmes.  If  a
Participating  Investor does not so respond,  then such  Participating  Investor
shall be deemed to have granted such approval. Any and all actions, approvals or
consents  required  of the  Participating  Investors  shall  mean the  unanimous
written approval or consent of all of the Participating Investors.

                  (c) If all or any  portion of the  collateral  for any Loan is
acquired  by Emmes as a result of  foreclosure  or the  acceptance  of a deed or
assignment  in lieu of  foreclosure  or any other method of  realizing  upon the
Participating  Investors'  Loan  Participation  in the collateral for such Loan,
such  property  shall  be held  not by  Emmes,  but by all of the  Participating
Investors,  which  shall  be  deemed  to own the  same as  tenants-in-common  in
accordance  with  their  pro  rata  shares,  unless  otherwise  directed  by the
<PAGE>
Participating Investors.  Emmes shall not commence any litigation or other legal
proceeding in its own name to enforce any of the Participating Investors' rights
or  remedies,  but only in the name of all of the  Participating  Investors,  as
their  interests  may appear,  unless  otherwise  directed by the  Participating
Investors.
 
SECTION III.    ADVANCES, COLLECTIONS, DISTRIBUTIONS, ETC.

         3.1 Advances by Investor.  Whenever Emmes  determines,in its reasonable
judgment, that additional funds are required in connection with the enforcement,
protection,  preservation,  collection and  liquidation of the note and/or other
Investment Documents including,  without limitation,  any collateral thereunder,
Emmes  shall send  written  notice to  Investor  stating  the total  amount then
required,  the purpose therefor (it being understood that all expenses and costs
of the day-to-day administration,  management and servicing of Loans by Emmes as
set  forth  in  the  Advisory   Agreement   shall  be  borne  by  Emmes  without
reimbursement)  and the  amount of  Investor's  percentage  share of such  total
amount.  Investor shall  contribute  its  percentage  share of such funds as set
forth in such notice,  by check payable to Emmes (or by certified  check or wire
transfer,  if  deemed  necessary  by Emmes in its  reasonable  judgment),  which
payment shall be made by the date and time indicated in such notice, except that
such date and time shall be not less than three (3) business  days from the time
of receipt of such  notice,  unless,  in the  reasonable  judgment  of Emmes,  a
shorter time period is required due to emergency  circumstances,  in which event
the nature of the emergency shall also be stated in said notice.  Emmes may, but
shall be under no obligation  to,  advance such funds on behalf of Investor,  in
which  event any such  advance  shall be repaid  to Emmes by the  Investor  upon
notice in the foregoing manner.  Notwithstanding any provisions contained herein
to the contrary,  except in the case of an emergency,  Emmes shall not incur any
expenses  which  would  require  advances  to be  made  by  Investor,  or  other
extraordinary  expenses,  without first  obtaining the unanimous  consent of all
Participating Investors with respect to such Loan. Any payments from Investor to
Emmes  pursuant  hereto shall be  immediately  deposited  and held by Emmes in a
segregated account on behalf and for the benefit of the Participating Investors,
shall not be commingled  with any other assets or accounts of Emmes and shall be
disbursed  by Emmes on a timely  basis  only for the  purposes  set forth in the
notice.

         3.2  Collections  by Emmes.  Emmes shall have the right to collect from
the borrower thereunder all installments of principal and interest due and owing
on any Loan, as well as all fees,  expenses and other amounts due under the note
and other Investment  Documents relating thereto.  Emmes agrees that all amounts
received  by it from or on  behalf  of such  borrower,  in  connection  with the
payment of interest,  principal  or other  amounts due under such note and other
Investment Documents,  subject to collection, shall be credited to such Loan and
promptly  deposited  and held by Emmes in a segregated  account on behalf of and
for the benefit of the Participating Investors, shall not be commingled with any
other assets or accounts of Emmes and shall be disbursed in a manner  consistent
with the Advisory Agreement.

         3.3 Distribution of Payments. Unless otherwise provided in Exhibit A to
the  Advisory  Agreement,  whenever  Emmes  receives,  from or on  behalf of the
borrower or anyone else, a payment of principal, interest or any other amount in
connection  with any Loan,  Emmes shall,  within five (5) business  days of when
good  funds are so  deposited,  pay to  Investor  in lawful  money of the United
States of America, by check or wire transfer,  Investor's Share of such payment.
<PAGE>
Payments with respect to interest and principal shall be distributed pro rata to
the  Participating  Investors  in  proportion  to  their  respective  Percentage
Contributions;  payments with respect to expenses shall also be distributed  pro
rata in proportion to their respective Percentage  Contributions,  unless one or
more Participating  Investors did not pay its pro rata share thereof;  provided,
however, that (i) before making any such distribution,  Emmes shall first deduct
the  amount  of any  unpaid  costs and  expenses  incurred  in the  enforcement,
protection,  preservation,  collection  of the Loan  (including  legal and other
disbursements incurred by Emmes in accordance with the Advisory Agreement),  and
(ii) before making a distribution  to any  Participating  Investor,  Emmes shall
first  deduct any amounts  owed by such  Participating  Investor to Emmes or any
other  Participating  Investor pursuant to the Advisory  Agreement and Exhibit A
attached  thereto.  Emmes shall not be  required  to remit to any  Participating
Investor any amounts not actually received by Emmes,  whether or not the Loan is
then in default.

         3.4 Rescinded Payments. If all or part of any payment from or on behalf
of any borrower to Emmes is rescinded or is required to be returned  pursuant to
a final,  non-appealable  order, in either case pursuant to the order of a court
of competent  jurisdiction,  and if Emmes has paid to any Participating Investor
its pro rata  share  thereof,  each  such  Participating  Investor  shall,  upon
telephonic  notice from Emmes to be  promptly  confirmed  later in  writing,  be
required to forthwith pay to Emmes,  on the date of such  telephonic  notice (if
received by such Participating Investor prior to 11:00 a.m., Eastern Time) or on
the next  succeeding  business day (if such notice is received after 11:00 a.m.,
Eastern Time) an amount equal to that portion of the amount which had previously
been paid to such  Participating  Investor and which has been rescinded or which
must be returned by Emmes.

Each of the Participating  Investors shall also pay to Emmes, on any amounts not
so repaid by such  Participating  Investor  which,  because  of the  absence  of
payment by such  Participating  Investor,  Emmes  advanced with its own funds on
behalf  of  such  Participating  Investor,  interest  at the per  annum  rate of
twenty-four  percent  (24%) or the highest rate  permitted by law,  whichever is
lower.

         3.5 Application of Monies. All monies collected or received by Emmes in
connection with any Loan or the Investment  Documents  relating thereto shall be
applied as provided in such Investment Documents.

         3.6 Retention of Professionals. If an attorney, accountant,  appraiser,
insurance  company,  title company,  contractor or other  professional  is to be
retained in connection with any Loan, the Investment  Documents relating thereto
or any  collateral  thereunder,  Emmes  may  employ  any  such  professional  to
represent  it and the  Participating  Investors.  Emmes  shall seek to cause the
borrower under such Loan to pay the fees and expenses of such professionals,  in
accordance  with the terms and  conditions of the Investment  Documents,  but if
such  borrower  fails to pay such fees and expenses or is not required to do so,
each Participating Investor shall pay its pro rata share thereof. If Emmes later
receives reimbursement  therefor from such borrower,  Emmes shall return to each
Participating  Investor which has paid its pro rata share, its pro rata share of
the amount so repaid, without interest,  unless such amount is received by Emmes
with interest, in which case each Participating  Investor would also receive its
pro rata share of interest.  No Participating  Investor shall have the right, in
connection   with  any  litigation  or  proceeding  to  enforce  the  Investment
Documents,  to retain other counsel, except at the sole cost and expense of such
Participating Investor.
<PAGE>
SECTION IV.     INVESTOR'S OBLIGATIONS

         4.1  Communications  and Acting with  borrower and Third  Parties.  All
communications  with the  borrower  and third  parties  and  actions  taken with
respect to any Loan Participation shall be by the Participating  Investors, as a
group,  through Emmes, except as otherwise provided in the Investment  Documents
and in the Advisory  Agreement.  Except as otherwise provided therein and in the
Advisory Agreement,  no Participating  Investor shall communicate  directly with
the borrower with respect to any Loan,  or take action  directly with respect to
such borrower or any collateral  given with respect to any Loan,  except through
Emmes and in accordance with the terms hereof and of the Advisory Agreement.

         4.2 Distribution of Documents and Information. Investor shall:

                  (i)  Promptly  deliver  copies  to  Emmes  of any  significant
documentation  received by  Investor  (other  than from  Emmes)  concerning  any
borrower or Loan Participation.

                  (ii)  Promptly  advise  Emmes of all  significant  information
received by Investor  (other than from Emmes)  concerning  the  borrower or Loan
Participation under any such Loan; and

                  (iii) Promptly advise Emmes of all events of default under any
Loan of which Investor has actual knowledge.

         4.3 Sharing of Payments. If Investor shall receive any payment (whether
voluntary,  involuntary,  through  the  exercise  of  any  right  of  setoff  or
otherwise) on account of any  obligation of the borrower in connection  with any
Loan which is in excess of Investor's Percentage Share, Investor shall forthwith
remit such payment to Emmes, to be applied as required hereunder.

         4.4 Default.  If Investor fails to make any advance or  contribution of
funds with respect to any Loan as required  hereunder,  any other  Participating
Investor  (including  without  limitation,  Emmes)  may,  but  shall be under no
obligation  to,  advance  such sums on behalf of  Investor  and,  in such event,
Investor  shall  repay,  on demand,  the amount so advanced.  Any  Participating
Investor  (or Emmes) that  advances any such sums shall be entitled to repayment
of such sums (and interest thereon,  if any,  collected from the borrower) prior
to  Investor's  receiving  any  distributions  of any kind  (whether  for  fees,
expenses,  interest,  principal  or  otherwise)  with  respect to such Loan.  In
addition,  if Investor fails to make such advance or  contribution,  or to repay
the amount advanced on its behalf by another Participating  Investor within five
(5) business  days after  written  request  therefor,  then Emmes shall have the
right to acquire  Investor's  Share in such Loan by sending a written  notice to
Investor  (the "Offer  Notice")  which Offer  Notice  shall set forth a purchase
price for the Loan  determined by Emmes in its reasonable  discretion.  The time
and place of closing shall be as is set forth in the Offer Notice.

         4.5 Transfer of Interests.  (a) Investor may not sell, convey,  pledge,
mortgage,  hypothecate or otherwise  transfer (a "Transfer")  all or any part of
Investor's Share in any Loan Participation hereunder,  except (i) for a Transfer
to an  affiliate,  (ii) in  accordance  with the  provisions  of  paragraph  (c)
hereinbelow,  (iii)  upon  prior  written  notice to and with the prior  written
consent of Emmes (such consent not to be unreasonably  withheld or delayed),  or
(iv) in connection with the grant of one or more subparticipations of Investor's
<PAGE>
Share  in and  to any  Loan  Participation  hereunder  and  under  the  Advisory
Agreement.  Moreover, no such Transfer shall be effective (except in the case of
subparagraph (iv)) unless the transferee shall assume the rights and obligations
of the Investor hereunder, and agrees to be bound by all of the terms hereof and
of the Advisory Agreement. Any Transfer in violation hereof shall be void and of
no effect.

                  (b) Emmes may not transfer,  assign, convey, encumber,  pledge
or mortgage any of its rights,  duties or  obligations  hereunder  and under the
Advisory  Agreement,  except  as set  forth  in  Section  3.2  of  the  Advisory
Agreement.  Any Transfer in violation  hereof or thereof shall be void and of no
effect.

                  (c)  If,   with   respect  to  any  Loan  in  which   Investor
participates,  unanimous  approval  of the  Participating  Investors  cannot  be
obtained for any reason  whatsoever,  (i) with respect to the matters  listed in
subdivisions  (vi)  and  (vii) of  Section  2.2 or,  (ii)  from  and  after  the
declaration of an Event of Default or acceleration of the indebtedness under any
Investment  Documents,  with respect to any other  matter  listed in Section 2.2
above,  then Emmes shall enforce the  Investment  Documents in  accordance  with
their terms; provided,  however, that if the approvals of at least two-thirds of
such  Participating  Investors  is obtained  to modify or amend the terms,  then
Emmes shall have the option,  exercisable  within five (5)  business  days after
said  approval  has been  obtained,  to  acquire  the  Investor's  Shares of all
Participating  Investors whose approvals are withheld  (herein,  "Non-consenting
Participating  Investors").  Emmes shall initiate such option by sending written
notice  thereof (the "Offer  Notice") to the such  Non-Consenting  Participating
Investors within such five (5) business day period, which Offer Notice shall set
forth a purchase  price (the "Base  Price") for the Loan  determined by Emmes in
its reasonable discretion and each Non-consenting Participating Investor's Share
of such Base Price.  Within ten (10) business days following  Investor's receipt
of any Offer Notice  setting forth a Base Price and  Investor's  Share  thereof,
(the "Response Date"), each Non-consenting Participating Investor shall have the
right, at its option to elect either (i) to sell all of its Investor's  Share in
such Loan  Participation  by sending to Emmes a written notice  indicating  such
election,  or  (ii)  consent  to  the  action  approved  by  two-thirds  of  the
Participating  Investors.  In  the  event  that a  Non-consenting  Participating
Investor elects to sell its Investor's Share pursuant  hereto,  then Emmes shall
then purchase such Investor's Share of such Loan  Participation on the terms and
conditions  set  forth  in  the  Offer  Notice.   Failure  by  a  Non-consenting
Participating  Investor to respond to an Offer Notice  within ten business  days
after  its  receipt  shall be deemed to be the  consent  of such  Non-Consenting
Participating Investor to the action for which approval was sought.

         4.6 Excess Interest.  Notwithstanding any provisions  contained herein,
in the applicable  Investment  Documents or the Advisory Agreement,  in no event
shall  Investor be entitled  to  receive,  collect or apply,  as interest on any
Loan,  any amount in excess of the  maximum  rate of  interest  permitted  to be
charged by applicable  law, and, in the event Investor ever receives,  collects,
or applies as  interest  any such  excess,  such  amount  which  would be excess
interest  shall be applied to the reduction of the unpaid  principal  balance of
such  Loan  and,  if such  Loan is paid in  full,  any  remaining  excess  shall
forthwith be paid to
<PAGE>
         4.7  Indemnification.   Investor  agrees  to  indemnify,   jointly  and
severally with the other Participating Investors in such Loan, Emmes (but not as
a participating investor in such Loan, to the extent not reimbursed by the other
parties  to such  Loan),  from  and  against  any and all  claims,  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  of any  kind or  nature  whatsoever  (collectively,
"liabilities")  which may be imposed on, incurred by, or asserted  against Emmes
and arising out any action taken or omitted to be taken by Emmes,  in connection
with any  Transaction,  or Transaction  Document  relating thereto in accordance
with the terms hereof and of the Advisory  Agreement;  provided,  however,  that
Investor  shall not be  liable  for any  portion  of such  claims,  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements  resulting from Emmes's bad faith,  willful misconduct
or gross negligence;  and provided,  further,  that in no event shall Investor's
indemnification  obligations  under this  Section  4.7 with  respect to any Loan
exceed  Investor's  Share of such Loan.  The  obligation of Investor  under this
provision shall survive the termination of the Advisory  Agreement,  the payment
of such Loan and the payment of all other  obligations of the borrower under the
Investment Documents relating thereto.

SECTION V.      LEVERAGED FUND TRANSACTIONS

         5.1 Leveraged Fund  Transactions.  Investor may authorize  Emmes,  from
time to time,  to  borrow  funds  ("Borrowings")  on its  behalf  pursuant  to a
Revolving  Credit  Facility Loan Agreement (the "First Boston Credit  Facility")
between  CS  First  Boston  Capital  Corp.,  or any  successor  lender,  ("First
Boston"), as Lender, and Emmes Real Estate Opportunity Fund, L.P., to be used to
leverage  Investor's  participation in certain mortgage loan Investments (herein
referred to as "Leveraged  Fund  Transactions").  Investor  hereby  acknowledges
that, in each such event, all rights and interests of Investor in such Leveraged
Fund  Transactions,  and all distributions by Emmes on account thereof,  will be
subordinate  in right to the rights and interest of First Boston under the First
Boston Credit  Facility and subject to the  limitations set forth below that the
power of  attorney  granted to Emmes  pursuant  to Section  1.2 of the  Advisory
Agreement authorizes Emmes, as Investor's agent and  attorney-in-fact,  to enter
into and execute,  on Investor's  behalf, all notes,  subordination  agreements,
pledge  agreements,  security  agreements,  financing  statements  and any other
documents or instruments required by First Boston. Investor further acknowledges
(i) that no  distributions  will be made with  respect  to such  Leveraged  Fund
Transactions  until First Boston has received all payments  which may be due and
owing to it from time to time under the First  Boston  Credit  Facility and (ii)
that Investor has  familiarized  itself with the other terms and  conditions set
forth on the First Boston Credit Facility, a summary of which is attached hereto
as Annex A and the terms of which are hereby incorporated herein by reference.

         Notwithstanding  any provision to the contrary,  all Borrowings will be
subject to the following:  (i) All Borrowings  will be non-recourse to Investor,
and  First  Boston  shall  look  only  to  Investor's   interests  in  the  Loan
Participations  for the  repayments  of any  Borrowings to finance any Leveraged
Fund Transaction in which Investor has an interest; (ii) Investor's interests in
Loan Participations  shall not secure or be used as a source of repayment of any
Borrowings  used to leverage  Loans in which Investor does not have an interest;
(iii) Investor's  Leveraged Fund Transactions  shall not be  cross-defaulted  to
other  Borrowings  in which  Investor  does not have an interest,  provided that
Investor's  portfolio of Leveraged Fund  Transactions may be subject to separate
<PAGE>
debt service  ratios and other  covenants on the same terms  applicable to other
Borrowings under the First Boston Credit  Facility;  and (iv) Emmes will perform
on Investor's  behalf all applicable  obligations  and covenants under the First
Boston Credit Facility, including, without limitation, making all payments under
the Facility with respect to Borrowings  on Investor's  behalf,  as and when due
from funds  available  from payments on Loans,  provided that Emmes shall not be
required  to  advance  any of its own  funds to  perform  such  obligations  and
covenants, except to the extent necessary to perform such administrative or loan
servicing  functions on  Investor's  behalf in connection  with the  Borrowings,
which  expenses,  if any, shall be borne by Emmes pursuant to Section 3.1 hereof
and the Advisory Agreement.