<PAGE>   1
MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT (this "Agreement") made and entered into this 1st
day of ______, 199_, by and between __________________________, a(n) ___________
limited partnership ("Owner"), and LEXFORD PROPERTIES, INC. ("Manager") relating
to an apartment complex of similar name (the "Property").

                              W I T N E S S E T H:
                              --------------------

     Owner  desires to employ  Manager in the  management  and  operation of the
Property by turning over to Manager all control and discretion in the operation,
direction,  management and  supervision of the Property,  and Manager desires to
assume such control and  discretion  upon the terms and  conditions set forth in
this Agreement.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
and covenants herein contained, Owner and Manager agree as follows:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     The  following  terms shall have the  following  meanings when used in this
Agreement:

     1.01.  BUDGET. A composite of (i) an Operations  Budget,  which shall be an
estimate of revenues and expenditures for the operation of the Property during a
Fiscal  Year,  including  a schedule of expected  apartment  rentals  (excluding
security deposits) for the period in question and a schedule of expected special
repairs and maintenance  projects,  and (ii) a Capital Budget, which shall be an
estimate  of  capital  replacements,  substitutions  of, and  additions  to, the
Property for a Fiscal Year.

     1.02.  DEPOSITORY.  A  national  or state bank  qualified  to engage in the
banking or trust business designated by Manager and approved by Owner.

     1.03.  FEE.  The  MANAGEMENT  FEE  payable  each  month by Owner to Manager
hereunder shall be an amount equal to five percent (5%) of the Gross Receipts of
the Property;  or a minimum sum of $N/A per month,  effective N/A,  whichever is
greater. The BOOKKEEPING FEE for general bookkeeping,  recording of receipts and
disbursements,  check writing and bank account  reconciliations,  preparation of
monthly  statements  of cash  receipts  and  disbursements  and  other  required
bookkeeping  functions shall be Three Hundred Fifty Dollars ($350.00) per month.
Manager may, at its option, from time to time (but not more often than annually)
adjust the  Bookkeeping  Fee in order to  reflect  any  increase  in the cost of
living  index  from  the  date  of  this  agreement  through  the  date  of such
adjustment. Any such adjustment shall be effective on a prospective basis, only.
The PERFORMANCE FEE shall be Two Dollars ($2.00) per apartment for each month in
which  the  Manager  collects  not less  than  ninety-six  percent  (96%) of the
potential gross revenue by the end of such month. Model apartments,  the on-site
office and the  discounted  value of  Property  Employees  apartments,  shall be
considered included in the collected gross revenue at their current market value
for purposes of determining the percentage collected.  The Owner agrees that the
above  payments due to Manager can and shall be deducted from  collected  rental
receipts.

     1.04. FISCAL YEAR. The year beginning January 1st and ending December 31st,
which is the fiscal year established by Owner for the Property.

     1.05.  GROSS RECEIPTS.  The entire amount of all receipts,  determined on a
cash basis,  from tenant  rentals  collected  pursuant to tenant leases for each
month during the term hereof,  provided,  however,  that there shall be excluded
from tenant rentals any tenant security deposits received from tenants.


<PAGE>   2


     1.06. PROPERTY EMPLOYEES.  Those persons employed by Manager,  and/or by an
affiliate of Manager, as a management staff (i.e.  Manager,  Assistant Managers,
Leasing  Agents,  Maintenance  Personnel,  and other  personnel  necessary to be
employed in order to maintain and operate the property).

     1.07.  TERM. The term of this  Agreement  shall commence on the date hereof
and shall, subject to the provisions hereof, expire five (5) years from the date
hereof (the "Original Term");  provided,  however, that Owner may terminate this
Agreement at any time pursuant to Section 7.05. Such term shall automatically be
extended for  additional  terms of one (1) year  commencing on the expiration of
the  Original  Term  (each  additional  term  hereinafter   referred  to  as  an
"Additional  Term"),  subject to Section 7.05,  unless Owner has given notice to
Manager thirty (30) days prior to such commencement  thereof that there shall be
no Additional Term.


                                   ARTICLE II
                          DUTIES AND RIGHTS OF MANAGER
                          ----------------------------

     2.01.  APPOINTMENT OF MANAGER.  During the term of this Agreement,  Manager
agrees, for and in consideration of the compensation  hereinafter provided,  and
Owner hereby  grants to Manager the sole and exclusive  right,  to supervise and
direct the  management  and operation of the Property.  Everything  performed by
Manager under this Agreement shall be done as agent of Owner.

     2.02.  GENERAL  OPERATION.  Manager  shall operate the Property in the same
manner as is customary and usual in the operation of comparable facilities,  and
shall  provide  such  services  as are  customarily  provided  by  operators  of
apartment  properties  of  comparable  class and  standing  consistent  with the
Property's facilities. In addition to the other obligations of Manager set forth
herein,  Manager shall render the  following  services and perform the following
duties for Owner in a faithful,  diligent and efficient  manner:  (a) coordinate
the plans of tenants for moving their personal  effects into the Property or out
of it, with a view toward  scheduling  such  movements  so that there shall be a
minimum of inconvenience to other tenants;  (b) maintain business like relations
with tenants whose service  requests shall be received,  considered and recorded
in  systematic  fashion in order to show the action  taken with respect to each;
(c) use its best  efforts to (i) collect all monthly  rents due from tenants and
rent from users or lessees of other non-dwelling  facilities on the Property, if
any; (ii) request,  demand, collect, receive and receipt for any and all charges
or rents which become due to Owner, and (iii) take such legal action, at Owner's
expense, as may be necessary or desirable to evict tenants delinquent in payment
of monthly rental,  other charges (security deposits,  late charges,  etc.); (d)
use its best efforts at all times  during the term of this  Agreement to operate
and  maintain  the  Property  according  to  the  highest  standards  achievable
consistent  with the operation of comparable  quality units;  (e) advertise when
necessary,  at Owner's  expense,  the  availability  for rental for the Property
units and display "for rent" or other similar signs upon the Property,  it being
understood  that  Manager may install one or more signs on or about the Property
stating  that same is under  management  of  Manager  and may use in a  tasteful
manner Manager's name and logo in any display  advertising  which may be done on
behalf of the  Property;  and (f) sign,  renew and cancel  tenant leases for the
Property,  in  compliance  with  standards  established  by Owner  to bona  fide
individuals,  for monthly rentals  established from time to time by Owner, based
on Manager's recommendations;  provided,  however, that Property Employees, as a
condition of employment,  may occupy apartment units on a  month-to-month  basis
with or without an executed tenant lease.

     2.03. BUDGET.
     (a) Manager shall submit for Owner's approval no later than forty-five (45)
days prior to the  beginning of each  successive  Fiscal Year the Budget for the
ensuing  Fiscal Year.  The Budget  shall be approved by Owner  fifteen (15) days
after receipt,  and in the event Owner fails to approve or disapprove the Budget
within such  period,  the Budget  shall be deemed to be  approved.  In the event
Owner disapproves the Budget, Owner and Manager shall jointly prepare the Budget
as soon  as may be  reasonably  practicable.  Until a new  Budget  is  approved,
Manager shall operate on the Budget approved for the prior Fiscal Year, with the
exception of expenses for personnel which must be increased based on


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existing  competitive  conditions and expenses relating to taxes,  insurance and
utilities.  The Budget shall reflect the schedule of monthly rents  proposed for
the new Fiscal  Year;  it shall also  constitute  a major  control  under  which
Manager shall  operate,  and there shall be no substantial  variances  therefrom
except  for  the   variations   which  have  complied   with  Section   2.06(a).
Consequently,  no expenses  may be incurred  or  commitments  made by Manager in
connection  with the  maintenance and operation of the Property which exceed the
amounts  allocated  to the total  expenses  for the  period in  question  in the
approved Budget by more than ten percent (10%) without the prior written consent
of Owner;  provided,  however,  that the  foregoing  limitation  with respect to
incurring  any  expense  not  covered by the Budget  shall not apply to expenses
relating to taxes, insurance or utilities.  Manager makes no guaranty, warranty,
or representation  whatsoever in connection with the accuracy of any Budget, and
Owner agrees that they are intended as good faith estimates only.

     (b) In the event there shall be a substantial  variance between the results
of  operations  for any month and the estimated  results of operations  for such
month as set forth in the Budget, Manager shall, upon request,  furnish to Owner
within  twenty  (20)  days  after  the  expiration  of  such  month,  a  written
explanation as to why the variance occurred.

     2.04. MANAGER AND OTHER PERSONNEL. Manager, and/or an affiliate of Manager,
shall employ,  discharge,  and supervise  all on-site  employees or  contractors
required for the  efficient  operation  and  maintenance  of the  Property.  All
on-site personnel,  except independent  contractors and employees of independent
contractors,  shall be  employees  of Manager,  and/or an  affiliate of Manager.
Manager,  and/or an affiliate of Manager, shall pay all salaries of such on-site
employees.  Owner  shall  reimburse  Manager,  and/or an  affiliate  of Manager,
monthly  for the total  aggregate  compensation,  including  salary  and  fringe
benefits,  payable  with  respect to the Property  employees  and any  temporary
employees. The term "fringe benefits" as used herein, shall mean and include the
employer's contribution to a defined contribution plan and of FICA, unemployment
compensation and other employment taxes, worker's  compensation,  group life and
accident and health insurance premiums and disability.

     If  requested  by Manager,  Owner shall  provide an apartment to a Property
Employee on a discounted basis.

     2.05. CONTRACTS AND SUPPLIES.
     (a) Manager  shall,  in the name of, and on behalf of, Owner and at Owner's
expense,  consummate  arrangements with concessionaires,  licensees,  tenants or
other  intended  users of the  facilities  of the  Property,  shall  enter  into
contracts  for the  furnishing  to the  Property  of  electricity,  gas,  water,
telephone,   cleaning,   vermin  extermination,   furnace  and  air-conditioning
maintenance,  pest control,  and any other  utilities,  services and concessions
which are  provided in  connection  with the  maintenance  and  operation  of an
apartment  property in accordance with standards  comparable to those prevailing
in  other  apartment  properties,  and  shall  place  purchase  orders  for such
equipment,  tools,  appliances,  materials  and  supplies  as are  necessary  to
properly maintain the Property.

     (b)  Notwithstanding  subsection  (a),  Manager is expressly  authorized in
connection with the management of the Property to acquire goods from, or utilize
services of,  firms and persons,  who  contract  with  Manager  through  various
vendor,  marketing and licensing agreements through the Lexford Preferred Vendor
Program and to receive reasonable commission income therefrom, provided that the
terms and  conditions  of such  dealings are as favorable as could be reasonably
obtained  from third  parties  offering  similar  goods and  services of similar
quality  and  reliability.   Manager  shall  disclose  to  Owner  all  financial
information relative to such agreements pursuant to Article V.

     2.06. ALTERATIONS, REPAIRS AND MAINTENANCE.
     (a) Manager shall make or install, or cause to be made and installed, or do
or cause to be done at Owner's  expense and in the name of Owner,  all necessary
or desirable repairs,  interior and exterior cleaning,  painting and decorating,
plumbing, alterations,  replacements,  improvements and other normal maintenance
and repair work on and to the Property as are customarily made by Manager in the
operation  of  apartment  properties;  provided,  however,  that  no  unbudgeted
expenditure  in excess of $1,000 per item or a total of $5,000  annually  may be
made for such purposes  without the prior  approval of Owner,  unless  emergency
repairs involving manifest danger to life or property are immediately  necessary
for the  preservation  of the safety of the  Property,  or for the safety of the
tenants, or are required


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to avoid  the  suspension  of any  necessary  service  to the  Property,  or are
required to comply with local codes or laws in which event such expenditures may
be made by Manager  without the prior approval of Owner and  irrespective of the
cost limitations imposed by this Section 2.06.

     (b) In  accordance  with the  terms of the  Budget or upon  written  demand
and/or  approval  (except in the case of emergency) of Owner,  Manager shall, at
Owner's  expense,  from time to time during the term  hereof,  make all required
capital replacements or repairs to the Property.  Any extraordinary  supervisory
cost of Manager's or an  affiliate of Manager's  employees  shall be paid for by
Owner  pursuant to Section 3.03.  In regard to sums  necessary to cover costs of
such capital  replacements or repairs,  Manager shall first use any excess funds
held pursuant to Section 4.05 and then from funds furnished by Owner.

     2.07.  LICENSES AND PERMITS.  Manager shall apply for, obtain and maintain,
in the name and at the expense of,  Owner,  all licenses and permits  (including
deposits  and  bonds)  required  of  Owner or  Manager  in  connection  with the
management  and operation of the  Property.  Owner agrees to execute and deliver
any and all applications  and other documents and to otherwise  cooperate to the
fullest  extent with Manager in applying  for,  obtaining and  maintaining  such
licenses and permits.

     2.08. COMPLIANCE WITH LAWS. Manager, at Owner's expense, shall use its best
efforts to cause all such acts and  things to be done in and about the  Property
as Owner and/or Manager shall deem necessary, and Owner covenants throughout the
term of this Agreement, at its expense, to comply with all laws, regulations and
requirements of any federal, state or municipal government,  having jurisdiction
respecting  the use or  manner  of use of the  Property  or the  maintenance  or
operation thereof.

     2.09. LEGAL PROCEEDINGS. Manager shall institute, in its own name or in the
name of Owner,  but in any  event at the  expense  of  Owner,  any and all legal
actions or proceedings  which Manager deems reasonable to collect charges,  rent
or other income from the Property,  or to dispossess tenants or other persons in
possession,  or to  cancel  or  terminate  any  lease,  license,  or  concession
agreement for the breach thereof, or default thereunder, by the tenant, licensee
or concessionaire.

     2.10. DEBTS OF OWNER. In the performance of its duties as Manager,  Manager
shall  act  solely as the agent of  Owner.  All debts and  liabilities  to third
persons incurred by Manager in the course of its operation and management of the
Property,  shall be the debts and  liabilities  of Owner only, and Manager shall
not be liable for any such debts or  liabilities,  except to the extent  Manager
has exceeded its authority hereunder.

                                   ARTICLE III
                                      FEES
                                      ----

     3.01.  PAYMENT OF FEE. Owner shall pay to Manager,  during the term hereof,
the Management Fee, Bookkeeping Fee and Performance Fee for the current month on
or before the last day of such month.

     3.02.  PLACE OF  PAYMENT.  All sums  payable by Owner to Manager  hereunder
shall be  payable  to  Manager at 6954  Americana  Parkway,  Reynoldsburg,  Ohio
43068-4551, unless Manager shall, from time to time, specify a different address
in writing.

     3.03.  COMPENSATION  FOR  ADDITIONAL  SERVICES.  In the  event  that  Owner
requests Manager to perform any services  relating to (i) the restoration of the
Property  following fire or other damage or destruction,  (ii) any major capital
improvements program, or (iii) leasing activities for the Property, then Manager
shall  undertake  such  services  for  such  fees as may be  agreed  upon by the
parties.


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<PAGE>   5


     3.04. COMPUTER  IMPLEMENTATION.  Owner shall pay to Manager, at the time of
conversion from the manual system to the  computerized  system, a fee of $500.00
for set up and training on the computer  system,  if the conversion has not been
previously accomplished.  Manager shall loan Property the necessary software, at
its own  expense,  as long as this  Agreement  is in  effect.  Hardware  will be
furnished at Owner's  expense and will remain the  possession  of the  Property.
Annual  maintenance  contracts for the computer software and hardware will be at
Owner's expense.


                                   ARTICLE IV
               PROCEDURE FOR HANDLING RECEIPTS & OPERATING CAPITAL
               ---------------------------------------------------

     4.01.  BANK DEPOSITS.  All monies received by Manager for, or on behalf of,
Owner shall be deposited by Manager with the Depository.  Manager shall maintain
accounts  for  such  funds  consistent  with the  system  of  accounting  of the
Property.  All funds on  deposit  shall be and shall  remain  under the sole and
exclusive control of Manager,  subject to the provisions  hereof.  All monies of
Owner held by Manager  pursuant to the terms  hereof shall be held by Manager in
trust for the benefit of Owner to be held and disbursed as herein provided.

     4.02.  SECURITY  DEPOSIT  ACCOUNT.  All tenant  security  deposits shall be
deposited in the Operating Account and shall be disbursed in accordance with the
applicable lease  agreements  pursuant to which such deposits have been made. In
the event that applicable law requires that tenant security  deposits be held in
a separate account,  such account shall be established by Manager as approved by
Owner.

     4.03. DISBURSEMENT OF DEPOSITS. Manager shall disburse and pay all funds on
deposit  on behalf  of, and in the name of,  Owner in such  amounts  and at such
times as the same are required in connection with the ownership, maintenance and
operation  of the Property on account of all taxes,  assessments  and charges of
every kind imposed by any governmental  authority having  jurisdiction  over the
Property, and all costs and expenses of maintaining,  operating, and supervising
the operation of the Property,  including, but not limited to, salaries,  fringe
benefits  and  expenses of the  Property  Employees,  insurance  premiums,  debt
services,  capital  expenditures,  legal  and  accounting  fees and the cost and
expense of  utilities,  services  and  concessions.  Owner  agrees to  reimburse
Manager for any costs of Manager's  advertising  staff that are allocable to the
placement  and/or creation of advertising  for the Property,  subject to Owner's
approval,  which  will not be  unreasonably  withheld.  Manager  shall  properly
utilize all escrows and reserves established for their intended purposes and not
use  operating  funds in lieu  thereof  other than as an advance to be  promptly
reimbursed.

     4.04. WORKING CAPITAL.  In addition to the funds derived from the operation
of the Property,  Owner shall furnish and maintain in the operating  accounts in
such bank or banks such other funds as may be necessary  to discharge  financial
commitments  required to efficiently operate the Property,  to meet all payrolls
and satisfy,  before  delinquency,  all accounts payable.  Manager shall have no
responsibility or obligation with respect to the furnishing of such funds.

     4.05. EXCESS FUNDS.
     (a) Any excess  operating funds shall be transferred at the written request
of Owner to a bank account opened and maintained solely by Owner,  provided that
Manager  shall not be required to make any such  transfer if the transfer  would
reduce the balance of operating funds below those funds  reasonably  required to
pay ongoing or  anticipated  operating  expenses  for one month;  provided  that
Manager  may  maintain  sufficient  reserves  to pay,  when  due,  non-  monthly
recurring expenses such as real estate taxes and insurance premiums.

     (b) Unless directed to transfer excess operating funds by Owner pursuant to
subparagraph  (a) above,  Manager  shall use its best efforts to keep any excess
operating funds,  including security deposits,  in an interest-bearing  account.
All interest and income earned on deposits and  investments  shall  constitute a
part of Gross Receipts.


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<PAGE>   6


     4.06. AUTHORIZED  SIGNATORIES.  Any persons from time-to-time designated by
Manager shall be authorized  signatories  on all bank  accounts  established  by
Manager  hereunder  and shall have  authority  to make  disbursements  from such
accounts.  Funds may be withdrawn from all bank accounts  established by Manager
in accordance  with this Article IV, only upon the signature of two  individuals
who have been granted  that  authority by Manager and funds may not be withdrawn
from such accounts by Owner unless Manager is in default hereunder.  All persons
who are  authorized  signatories or who in any way handle funds for the Property
shall be bonded in the minimum amount of $500,000.  Any expense relating to such
bond for on-site  employees shall be borne by Owner and for off-site  employees,
by Manager.


                                    ARTICLE V
                                   ACCOUNTING
                                   ----------

     5.01. BOOKS AND RECORDS. Manager shall keep, on an accrual basis, on behalf
of Owner, or shall supervise and direct the keeping of a comprehensive system of
office  records,  books and accounts  pertaining to the  Property.  Such records
shall be subject to examination at the office where they are maintained by Owner
or its authorized agents, attorneys and accountants at all reasonable hours.

     5.02. PERIODIC STATEMENTS AND AUDITS.
     (a) On or before  fifteen  (15)  days  following  the end of each  calendar
month,  Manager shall deliver, or cause to be delivered,  to Owner (i) an income
and expense  statement  showing the results of operation of the Property for the
preceding  calendar  month and the Fiscal  year to date;  (ii) a  comparison  of
income and  expenses  to the  Budget;  and (iii) cash  balances  for savings and
operating  accounts  as of the last day of such  month.  Manager  shall,  at its
option,  (i) preserve all invoices for a period of four (4) years or (ii) at the
expiration of each Fiscal Year,  deliver all invoices to Owner.  Such statements
and computations shall be prepared from the books of account of the Property.

     (b) Within forty-five (45) days after the end of such Fiscal Year,  Manager
will also  deliver,  or cause to be delivered,  to Owner,  an income and expense
statement  as of Fiscal Year end,  and the results of  operation of the Property
during the preceding Fiscal Year.


                                   ARTICLE VI
                     GENERAL COVENANTS OF OWNER AND MANAGER
                     --------------------------------------

     6.01.  OPERATING  EXPENSES.  Owner shall be solely liable for the costs and
expenses of  maintaining  and operating the Property,  and shall pay, or Manager
shall pay on Owner's  behalf from Property  funds,  all such costs and expenses,
including, without limitation the salaries of all Property Employees.

     6.02.  OWNER'S RIGHT OF INSPECTION AND REVIEW.  Owner and its  accountants,
attorneys and agents shall have the right to enter upon any part of the Property
at all  reasonable  times during the term of this  Agreement  for the purpose of
examining or  inspecting  the Property or examining or making  extracts of books
and records of the  Property,  but any  inspection  shall be done with as little
disruption to the business of the Property as possible. Books and records of the
Property  shall be kept,  beginning  the date hereof,  at the Property or at the
location where any central accounting and bookkeeping  services are performed by
Manager but at all times shall be the property of Owner.

     6.03. HOLD HARMLESS.  Except for the grossly negligent acts or omissions of
Manager and/or any employee or agent of Manager, and/or an affiliate of Manager,
Owner  agrees to hold and save  Manager  or an  affiliate  of  Manager  free and
harmless  for any error of  judgment  and from any and all claims for damage for
bodily injury and for damage to, or destruction  of,  property  arising from any
cause either in and about the Property or elsewhere when Manager is carrying out
the  provisions  of this  Agreement  or acting  under  the  express  or  implied
directions of Owner, including the


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<PAGE>   7


loss of use of such  property  following  and  resulting  from  such  damage  or
destruction. Owner's indemnification of Manager as provided herein shall survive
the expiration or earlier termination of this Agreement.

     6.04. COVENANTS  CONCERNING PAYMENT OF OPERATING EXPENSES.  Owner covenants
to pay all sums for operating  expenses in excess of Gross Receipts  required to
operate the Property upon written  notice and demand from Manager  within thirty
(30) days after receipt of written  notice.  Owner further  recognizes  that the
Property  may be  operated  in  conjunction  with other  phases and costs may be
allocated or shared  between such phases on a more  efficient and less expensive
method of operation.  In such regard, Owner consents to the equitable allocation
of costs  and/or  the  sharing  of any  expenses  in an effort to save costs and
operate the Property in a more efficient manner.


                                   ARTICLE VII
                         DEFAULTS AND TERMINATION RIGHTS
                         -------------------------------

     7.01.  DEFAULT  BY  MANAGER.  Manager  shall  be  deemed  to be in  default
hereunder in the event Manager shall materially fail to keep, observe or perform
any material  covenant,  agreement,  term or  provision of this  Agreement to be
kept,  observed or performed by Manager,  and such default shall  continue for a
period of thirty (30) days after notice thereof by Owner to Manager,  or if such
default cannot be cured within thirty (30) days, then such additional  period as
shall  be  reasonable,  provided  Manager  is  capable  of  curing  same and has
proceeded to cure such default.

     7.02.  REMEDIES  OF OWNER.  Upon the  occurrence  of an event of default by
Manager  as  specified  in Section  7.01  hereof,  Owner  shall be  entitled  to
terminate this Agreement,  and upon any such  termination,  Owner shall have the
right to pursue any remedy it may have at law or in equity,  it being  expressly
understood  that although Owner shall have no further  obligation to pay any Fee
due hereunder,  Manager shall remain liable for any losses  suffered as a result
of Manager's default and the resulting termination of this Agreement.  Upon such
termination,  Manager  shall  deliver to Owner any funds,  books and  records of
Owner then in the possession or control of Manager.

     7.03.  DEFAULTS BY OWNER.  Owner shall be deemed to be in default hereunder
in the event Owner shall fail to keep, observe or perform any material covenant,
agreement, term or provision of this Agreement to be kept, observed or performed
by Owner, and such default shall continue for a period of thirty (30) days after
notice  thereof by Manager to Owner,  or if such default  cannot be cured within
thirty (30) days, then such additional  period as shall be reasonable,  provided
that Owner is capable of curing same and has proceeded to cure such default.

     7.04.  REMEDIES OF MANAGER.  Upon the  occurrence of an event of default by
Owner as  specified  in  Section  7.03  hereof,  Manager  shall be  entitled  to
terminate this Agreement,  and upon any such  termination by Manager pursuant to
this Section 7.04, Manager shall have the right to pursue any remedy it may have
at law or in equity, except that Owner shall continue to be obligated to pay and
perform all of its obligations  which have accrued as of the date of termination
and provided  further that the Fee payable under Section 3.01 shall  continue to
be paid through the date of termination.

     7.05.  TERMINATION  WITHOUT  CAUSE.  Notwithstanding  any provision of this
Agreement to the  contrary,  Manager may  terminate  this  Agreement at any time
without liability  therefor by giving thirty (30) days written notice thereof to
Owner.  Notwithstanding  any provision of this Agreement to the contrary,  Owner
may terminate  this  Agreement  without  cause,  prior to the  expiration of its
stated term, only upon payment to Manager of the damages  incurred by Manager as
a consequence of such premature  termination.  The parties  acknowledge that the
actual  damages  incurred by Manager as a consequence  of a termination by Owner
without  cause or a  termination  by Manager upon the  occurrence of an event of
default  hereunder by Owner would be difficult or impossible  to calculate  with
precision,  and,  therefore,  the parties  stipulate and agree that such damages
shall be measured by (a) multiplying the compensation payable to Manager for the
first full  calendar  month under the Original  Term of this  Agreement by sixty
(60) (or in the case of any  Additional  Term,  by twelve (12)) and (b) reducing
the resulting amount (but not below zero) by the amount


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of all  compensation  actually paid to Manager  pursuant to this Agreement since
the  commencement of such term. The parties intend the foregoing  calculation to
constitute a measure of liquidated damages, and not a penalty.

     7.06.  EXPIRATION OF TERM.  Upon the expiration of the Original Term or any
Additional Term hereof pursuant to Section 1.07 hereof, unless sooner terminated
pursuant to Section 7.03, 7.05, 9.09 or 9.12, Manager shall deliver to Owner all
funds,  including tenant security  deposits,  books and records of Owner then in
possession or control of Manager,  save and except such sums as are then due and
owing to Manager hereunder.


                                  ARTICLE VIII
                                    INSURANCE
                                    ---------

     8.01.  OWNER'S INSURANCE  COVERAGE.  Manager shall cause to be procured and
maintained,  to the extent requested by Owner, insurance coverage with regard to
the Property.  Manager shall promptly investigate and make a full written report
as to all accidents or claims for damage  relating to the  ownership,  operating
and  maintenance  of the Property,  including any damage or  destruction  to the
Property and the estimated cost of repair,  and shall cooperate and make any and
all reports  required by any  insurance  company in  connection  therewith.  All
general public  liability and other liability  policies  carried by or for Owner
shall name Owner and Manager as co-insureds.

     8.02.  MANAGER'S INSURANCE COVERAGE.  Pursuant to the provisions of Section
4.03, Manager shall provide and maintain, so long as this Agreement is in force,
worker's  compensation,  or similar insurance coverage,  in full compliance with
all applicable state and federal laws and regulations  covering all employees of
Manager,  and/or an  affiliate of Manager,  performing  work with respect to the
Property operations.

     8.03. SUBROGATION AND INDEMNITY OR DEDUCTIBLE PROVISIONS.
     (a) Any  insurance  which is procured  and  maintained  which in any way is
related to the Property or the authorized activities connected therewith, is for
the sole  benefit of the party  securing  such  insurance  and  others  named as
insureds  and  Manager  and Owner  hereby  release  the other from all rights of
recovery under or through subrogation or otherwise for any loss or damage to the
extent  recovery is made from  insurance.  Any  insurance  which is procured and
maintained by Manager insuring the interest and property of Owner and others may
contain indemnity or deductible provisions and the cost of such provisions shall
be borne by the Owner.

     (b) Owner and Manager hereby waive against the other any and all claims and
demands of whatsoever nature for damages, loss or injury to the other's property
in, upon or about the Property, except for claims and demands arising out of the
gross negligence of willful misconduct of Owner,  Manager,  Manager's affiliate,
or either of their respective agents, employees, officers or contractors.

     (c) Owner shall indemnify and hold harmless  Manager and Manager's  agents,
officers,  employees,  and  employees  of Manager  affiliates,  from any and all
losses,  costs,  damage or expenses  resulting or arising from the effecting and
maintaining,  or the failure to procure and  maintain,  any  insurance  coverage
other than that  specifically  required by Owner,  in  writing,  or as set forth
herein to be maintained by Manager.


                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS
                            ------------------------

     9.01.  GOVERNING LAW. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Ohio regardless of where
the Property is located.


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     9.02. NOTICES.  Owner shall designate one person as Owner's  representative
in all dealings with Manager,  who shall,  until further  notice,  be the person
whose name is indicated  beneath Owner's address set forth on the signature page
hereof.  Any notice or  communication  hereunder must be in writing,  and may be
given by registered or certified  mail,  and if given by registered or certified
mail,  same shall be deemed to have been given and received when a registered or
certified  letter  containing  such  notice,  properly  addressed,  with postage
prepaid,  is deposited in the United States mail; and if given otherwise than by
registered  mail,  it shall be deemed to have been given when  delivered  to and
received by the party to whom it is  addressed.  Such notices or  communications
shall be given to the parties  hereto at the  addresses  set forth  opposite the
names of the respective  parties on the signature page hereof.  Any party hereto
may,  at any time,  by giving ten (10) days  written  notice to the other  party
hereto,  designate any other address in substitution of the foregoing address to
which such notice or communication shall be given.

     9.03. SEVERABILITY. If any term, covenant or condition of this Agreement or
the application  thereof to any person or circumstance  shall, to any extent, be
invalid  or  unenforceable,  the  remainder  of this  Agreement  or  such  other
documents,  or the application of such term, covenant or condition to persons or
circumstances  other than those as to which it is held invalid or unenforceable,
shall not be affected  thereby,  and each term,  covenant or  condition  of this
Agreement  or such other  documents  shall be valid and shall be enforced to the
fullest extent permitted by law.

     9.04. NO JOINT VENTURE OR PARTNERSHIP.  Owner and Manager hereby agree that
nothing  contained  herein or in any document  executed in  connection  herewith
shall be construed as making Manager and Owner joint  venturers or partners.  In
no event shall Manager have any obligation or liability  whatsoever with respect
to any debts, obligations or liabilities of Owner.

     9.05. MODIFICATION/TERMINATION. This Agreement terminates any and all prior
management  agreements  between Owner and Manager relating to the Property,  and
any amendment, modification,  termination or release hereof may be effected only
by a written instrument executed by Manager and Owner.

     9.06.  ATTORNEYS' FEES. Should either party employ an attorney or attorneys
to enforce any of the provisions hereof or to protect its interest in any manner
arising  under  this  Agreement,  or to recover  damages  for the breach of this
Agreement,  the non-prevailing party in any action (the finality of which is not
legally  contested)  agrees to pay to the prevailing party all reasonable costs,
damages  and  expenses,  including  attorneys'  fees,  expended  or  incurred in
connection therewith.

     9.07. TOTAL AGREEMENT.  This Agreement is a total and complete  integration
of any and all  undertakings  existing  between Manager and Owner and supersedes
any prior oral or written agreements, promises or representations between them.

     9.08. APPROVALS AND CONSENTS. If any provision hereof requires the approval
or consent of Owner or Manager to any act or omission,  such approval or consent
shall not be unreasonably withheld or delayed.

     9.09. CASUALTY.  In the event that the Property, or any portion thereof, is
substantially or totally damaged or destroyed by fire, tornado, windstorm, floor
or other  casualty  during  the term of this  Agreement,  Manager  or Owner  may
terminate  this  Agreement  upon  giving  the  other  party  written  notice  of
termination  on or before the date  which is thirty  (30) days after the date of
such  casualty.  In the event of  termination  pursuant  to this  Section  9.09,
neither party hereto shall have any further liability hereunder.

     9.10.  COMPETITIVE  PROPERTIES.  Manager may,  individually or with others,
engage or possess an  interest  in any other  properties  and  ventures of every
nature and description,  including but not limited to, the ownership, financing,
leasing, operation, management, brokerage, development and sale of real property
and  apartment  properties  other than the  Property,  whether or not such other
ventures or properties are  competitive  with the Property,  and Owner shall not
have any right to the income or profits derived therefrom.


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<PAGE>   10


     9.11.  SUCCESSORS  AND ASSIGNS.  This  Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their permitted  successors
and assigns.  Either  Manager or Owner may assign this  Agreement upon obtaining
the other party's prior written consent;  provided,  however, that Manager shall
be permitted to collaterally assign this Agreement to its lender.

     9.12. SALE OF THE PROPERTY.  In the event the Property is sold, conveyed or
transferred  during the term  hereof,  Owner may assign  this  Agreement  to the
purchaser of the Property, subject to obtaining Manager's prior written consent.
In the event of any termination of this Agreement by Owner as a result of a bona
fide sale of the Property  without the prior written  consent of Manager,  Owner
shall pay to  Manager a  termination  fee equal to the amount  due  pursuant  to
Section  7.05 to the  extent  that,  as a result  of the  payment  of such  fee,
distributions to limited partners of Owner are not thereby reduced.

     9.13 DUPLICATE ORIGINALS;  COUNTERPARTS.  This Agreement may be executed in
any number of duplicate originals and each duplicate original shall be deemed to
be an original. This Agreement may be executed in several counterparts,  each of
which  counterparts  shall be deemed  an  original  instrument  and all of which
together shall constitute a single Agreement.

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

ADDRESS:                               OWNER:
6954 Americana Parkway                          ________________________________
Reynoldsburg, Ohio 43068
                                       By:      ________________________________
ATTN:   Paul R. Selid, Vice President           Managing General Partner

                                       By:      ________________________________
                                                Paul R. Selid, Vice President

ADDRESS:                               MANAGER:
8615 Freeport Parkway
Suite 200                              BY:      LEXFORD PROPERTIES, INC.
Irving, TX 75063


ATTN:    Pat Holder, President         BY:      ________________________________
                                                Pat Holder, President



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