EXHIBIT 10.2

                              MANAGEMENT AGREEMENT

     MANAGEMENT AGREEMENT dated as of June 24, 2004, by and among DEL MAR INCOME
PARTNERS LTD., a Maryland corporation (the "Company"), and PORT FUNDING, LTD., a
Colorado corporation (the "Manager"), with respect to the following:

                                   WITNESSETH:

     WHEREAS,  the  Company  intends  to invest in  mortgage  loans and plans to
qualify to be taxed as a REIT; and

     WHEREAS,  the Company desires to retain the Manager to manage the Company's
loans and to perform  certain  administrative  services  for the  Company in the
manner and on the terms set forth herein;

     NOW, THEREFORE, in consideration of the mutual agreements herein set forth,
the parties hereto agree as follows:

     SECTION 1.  DEFINITIONS.  Terms used but not defined  herein shall have the
respective meanings assigned them below:

     (a)  "Affiliate"  means,  with respect to any person,  another  person that
directly,  or  indirectly  through  one or more  intermediaries,  controls or is
controlled by, or is under common control with such person.

     (b) "Board of Directors" means the Board of Directors of the Company.

     (c) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Governing Instruments" means the certificate of incorporation or other
charter, as the case may be, and bylaws of the Company and its subsidiaries.

     (e) "Mortgage  loans" means loans secured by mortgages or deeds of trust on
real estate properties.

     (f) "REIT" means Real Estate  Investment Trust as defined under Section 856
of the Code.

     (g) "REIT  Provisions  of the Code" means  Sections  856 through 860 of the
Code.

     (h)  "Unaffiliated  Directors"  shall  mean  those  members of the Board of
Directors  of the Company who are not  officers or  employees of the Company nor
officers, directors or Affiliates of the Manager.

     SECTION 2. GENERAL DUTIES OF THE MANAGER.


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     (a)  Administrative  Services Provided by the Manager.  The Manager will be
responsible  for the day-to-day  operations of the Company and will perform such
services and activities  relating to the assets and operations of the Company as
may be appropriate, including:

          (i)  representing  the Company in connection  with the  origination or
     purchase of Mortgage loans;

          (ii) in  accordance  with the  directions  of the Board of  Directors,
     investing or reinvesting any money of the Company;

          (iii) furnishing  reports and statistical and economic research to the
     Company  regarding the Company's  real estate  lending  activities  and the
     performance of its portfolio of mortgage loans;

          (iv)  administering  the  day-to-day  operations  of the  Company  and
     performing  administrative  functions  necessary in the  management  of the
     Company, including the collection of revenues, the payment of the Company's
     expenses, debts and obligations and the maintenance of appropriate computer
     services to perform such administrative functions;

          (v) counseling the Company in connection  with policy  decisions to be
     made by the Board of Directors;

          (vi) assisting the Company in its use of leverage to finance  mortgage
     loan acquisitions;

          (vii) overseeing the servicing of the Company's mortgage loans;

          (viii)  establishing  underwriting,   appraisal  and  quality  control
     procedures for the mortgage loans of the Company;

          (ix) conducting a legal document review of each mortgage loan acquired
     to verify the accuracy and completeness of the information contained in the
     mortgage loans,  security  instruments and other pertinent documents in the
     mortgage file;

          (x)   providing   the  Company   with  data   processing,   legal  and
     administrative  services to the extent  required to implement  the business
     strategy of the Company;

          (xi)  providing all actions  necessary  for  compliance by the Company
     with all federal, state and local regulatory requirements applicable to the
     Company in respect  of its  business  activities,  including  preparing  or
     causing to be prepared all financial  statements  required under applicable
     regulations and contractual undertakings;

          (xii)  providing  all actions  necessary to enable the Company to make
     required  federal,  state and local tax filings  and reports and  generally
     enable the Company to qualify and maintain its status as a REIT,  including
     soliciting  stockholders for required information to the extent required by
     the REIT Provisions of the Code;

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          (xiii) communicating on behalf of the Company with the stockholders of
     the  Company as  required  to satisfy  any  reporting  requirements  and to
     maintain effective relations with such stockholders; and

          (xiv)  performing  such other services as may be required from time to
     time for  management  and other  activities  relating  to the assets of the
     Company as the Board of Directors shall  reasonably  request or the Manager
     shall deem appropriate under the particular circumstances.

     (b)  Administrative  Services Provided by  Subcontractors.  The Manager may
enter into  subcontracts  with other parties to provide any such services to the
Company.

     (c)  Cooperation  of the  Company.  The Company  agrees to take all actions
reasonably  required  to  permit  the  Manager  to  carry  out  its  duties  and
obligations hereunder.

     SECTION 3. ADDITIONAL  ACTIVITIES OF MANAGER.  Nothing herein shall prevent
the Manager or any of its  officers,  directors,  employees or  Affiliates  from
engaging in other businesses or from rendering services of any kind to any other
person or entity,  including  the  purchase  of, or  advisory  service to others
investing in, any type of real estate  investment,  including  investments which
meet the principal investment objectives of the Company, except that the Manager
and its officers,  directors and employees shall not provide any such service to
any mortgage REIT other than the Company.  The Manager may participate  with the
Company in making  Mortgage loans if approved by a majority of the  Unaffiliated
Directors.   Directors,  officers,  employees  and  agents  of  the  Manager  or
Affiliates of the Manager may serve as trustees, directors, officers, employees,
agents,  nominees  or  signatories  for the  Company  or any  subsidiary  of the
Company, to the extent permitted by their Governing Instruments, as from time to
time  amended,  or by any  resolutions  duly  adopted by the Board of  Directors
pursuant to the Company's Governing Instruments.

     SECTION 4. BANK ACCOUNTS.  At the direction of the Board of Directors,  the
Manager may  establish and maintain one or more bank accounts in the name of the
Company or any  subsidiary of the Company,  and may collect and deposit into any
such account or accounts,  and disburse funds from any such account or accounts,
under such terms and  conditions as the Board of Directors may approve;  and the
Manager  shall  from  time  to  time  render  appropriate  accountings  of  such
collections  and payments to the Board of Directors  and, upon  request,  to the
auditors of the Company or any subsidiary of the Company.

     SECTION 5. RECORDS. The Manager shall maintain appropriate books of account
and records relating to services performed hereunder,  and such books of account
and records shall be accessible for inspection by representatives of the Company
or any subsidiary of the Company at any time during normal business hours.

     SECTION 6. COMPENSATION OF THE MANAGER.

     (a)  Management  Fee. The Manager will receive a management  fee consisting
of:

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          (i)  For  Mortgage  loans  or the  portion  thereof  purchased  by the
     Company, the Mortgage loan origination fees or points, usually charged to a
     borrower for and upon the origination, extension or financing of a Mortgage
     loan, up to 8% of the loan balance (calculated on an annualized basis) with
     any  additional  fees or points paid to be allocated 50% to the Manager and
     50% to the Company.  For example, if the loan term were only six months and
     the origination fee were 5% of the loan balance,  which would equate to 10%
     on  an  annualized  basis,  then  4%  of  the  origination  fee  (being  8%
     annualized)  would be paid to the  Manager  and 50% of the  balance  of the
     origination  fee would be paid to the Manager and 50% of the balance  would
     be paid to the Company. The amount of this fee is determined by competitive
     conditions,  may vary and may have a direct  effect on the interest  rate a
     borrower is willing to pay the Company.

          (ii) An  amount  equal to 50% of all late  payment  charges  and other
     penalties from payments made by borrowers.

          (iii)  An  amount  equal  to 50% of all  regular  (i.e.,  non-default)
     payments  made by  borrowers  in excess of the prime rate (as listed in The
     Wall Street Journal calculated monthly) plus 500 basis points.

          (iv) An amount  equal to 50% of all  default  interest  payments  made
     borrowers.

          (v)  An  amount  equal  to 50% of all  foreclosure  proceeds  (net  of
     applicable costs and the principal amount due on the loan). For example, if
     foreclosure  occurred  involving  (a) a loan  with a  principal  amount  of
     $100,000,  (b)  accrued  interest  on the  loan of  $20,000,  (c)  costs of
     foreclosure  of $5,000 and (d)  proceeds  from the sale of the  property of
     $150,000,  then the  $45,000  net  proceeds  would be paid  $22,500  to the
     Manager and $22,500 to the Company.

          (vi) An amount equal to 50% of all equity participations.

     (b) Payment. The Manager's fee shall be calculated by the Manager within 15
days  after  the end of each  month,  and such  calculation  shall  be  promptly
delivered  to the  Company.  Payment  of the  Manager's  fee  and  any  required
adjustments  shall be paid by the Company  within 15 days after the  delivery of
the Manager's written computation to the Company.

     SECTION 7. EXPENSES OF THE COMPANY.

     (a)  Expenses  Borne by the  Manager.  Without  regard to the  compensation
received  hereunder  by the  Manager,  the  Manager  shall  bear  the  following
expenses:

          (i)  Employment  expenses of the  personnel  employed by the  Manager,
     including, but not limited to, salaries, wages, payroll taxes, and the cost
     of employee benefit plans;


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          (ii) Rent,  telephone,  utilities,  office  furniture,  equipment  and
     machinery  (including  computers,  to the extent utilized) and other office
     expenses (such as  asset/liability  software,  modeling  software and other
     software and hardware) of the Manager needed in order to perform its duties
     as set forth herein;

          (iii)  Bookkeeping  fees and expenses  including any costs of computer
     services,  other than in connection with communications to security holders
     of the Company;

          (iv) Miscellaneous administrative expenses incurred in supervising and
     monitoring  the Company's  investments or any  subsidiary's  investments or
     relating to performance by the Manager of its functions hereunder;

          (v) Fees and expenses  paid to advisors and  independent  contractors,
     consultants,  managers,  and other  agents  engaged by the  Manager for the
     account of the Company or any subsidiary of the Company;

          (vi) Expenses  connected with the acquisition of the Company's  assets
     and mortgage loans;

          (vii) Expenses  related to the servicing and  subservicing of mortgage
     loans; and

          (viii)  Travel and related  expenses of  personnel of the Manager when
     attending meetings or performing other business  activities which relate to
     the real estate  operating  activities of the Company or any  subsidiary of
     the Company.

     (b) Expenses  Borne by the Company.  The Company or any  subsidiary  of the
Company  shall pay all of its  expenses  except  those  which  are the  specific
responsibility of the Manager pursuant to this Agreement;  and, without limiting
the generality of the foregoing,  it is  specifically  agreed that the following
expenses of the Company or any  subsidiary  of the Company  shall not be paid by
the Manager:

          (i) The cost of any borrowed money;

          (ii) All taxes  applicable  to the  Company or any  subsidiary  of the
     Company including interest and penalties thereon;

          (iii) Legal, accounting and auditing fees and expenses relating to the
     Company's or any subsidiary's operations;

          (iv) Expenses relating to any office or office  facilities  maintained
     by the Company or any subsidiary of the Company  exclusive of the office of
     the Manager;

          (v) Expenses  connected  with the  ownership  and  disposition  of the
     Company's or any subsidiary's assets,  including, but not limited to, costs
     of  foreclosure,  maintenance,  repair  and  improvement  of  property  and
     premiums for insurance on property  owned by the Company or any  subsidiary
     of the Company;


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          (vi)  Legal,  audit,  accounting,  underwriting,  brokerage,  listing,
     rating agency,  registration and other fees, printing,  engraving and other
     expenses and taxes incurred in connection with the issuance,  distribution,
     transfer,   registration   and  stock  listing  of  the  Company's  or  any
     subsidiary's equity securities or debt securities;

          (vii) The expenses of organizing,  modifying or dissolving the Company
     or any subsidiary of the Company;

          (viii) All insurance  costs incurred in connection with the Company or
     any subsidiary of the Company;

          (ix)  Expenses  connected  with  payments of  dividends or interest or
     distributions  in any other  form made or caused to be made by the Board of
     Directors to holders of the  securities of the Company or any subsidiary of
     the Company;

          (x)  Expenses  connected  with  the  structuring  of the  issuance  of
     mortgage  securities  by the  Company  or any  subsidiary  of the  Company,
     including but not limited to trustee's fees, insurance premiums,  and costs
     of required credit enhancements;

          (xi) Travel and related  expenses of the directors of the Company when
     attending meetings or performing other business  activities which relate to
     the Company;

          (xii) All expenses of third parties  connected with  communications to
     holders  of equity  securities  or debt  securities  of the  Company or any
     subsidiary  of the  Company and the other  bookkeeping  and  clerical  work
     necessary in maintaining  relations with holders of such  securities and in
     complying  with  the  continuous   reporting  and  other   requirements  of
     governmental  bodies or agencies,  including any costs of computer services
     in  connection  with  this  function,  the  cost of  printing  and  mailing
     certificates  for such  securities  and proxy  solicitation  materials  and
     reports to holders of the  Company's  or any  subsidiary's  securities  and
     reports to third parties  required under any indenture to which the Company
     or any subsidiary of the Company is a party;

          (xiii) Transfer agent's and registrar's fees and charges;

          (xiv)  Fees and  expenses  paid to  directors  of the  Company  or any
     subsidiary  of the  Company,  the cost of director  and  officer  liability
     insurance and premiums for fidelity and errors and omissions insurance;

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          (xv) Any judgment  rendered  against the Company or any  subsidiary of
     the  Company,  or against  any  trustee or  director  of the Company or any
     subsidiary  of the Company in his capacity as such for which the Company or
     any  subsidiary  of the Company is required to  indemnify  such  trustee or
     director, or any court or governmental agency; and

          (xvi) Other miscellaneous expenses of the Company or any subsidiary of
     the Company  which are not  specified  expenses  of the Manager  under this
     Agreement.

     SECTION 8. LIMITS OF MANAGER RESPONSIBILITY;  INDEMNIFICATION.  The Manager
assumes no responsibility under this Agreement other than to render the services
called for hereunder in good faith and shall not be  responsible  for any action
of the Board of  Directors  in  following  or  declining to follow any advice or
recommendations  of  the  Manager.   The  Manager,   its  directors,   officers,
stockholders and employees will not be liable to the Company,  any subsidiary of
the Company, its subsidiary's stockholders or the Unaffiliated Directors for any
acts or omissions by the  Manager,  its  directors,  officers,  stockholders  or
employees under or in connection  with this Agreement,  except by reason of acts
or omissions  constituting bad faith,  willful  misconduct,  gross negligence or
reckless  disregard of their duties  under this  Agreement.  The Company and its
subsidiaries  shall  reimburse,  indemnify  and hold  harmless the Manager,  its
directors,  officers,  stockholders  and  employees  of and  from  any  and  all
expenses,  losses,  damages,  liabilities,  demands,  charges  and claims of any
nature whatsoever (including, without limitation, attorneys' fees) in respect of
or  arising  from  any  acts or  omissions  of the  Manager,  its  stockholders,
directors,  officers and employees made in good faith in the  performance of the
Manager's duties under this Agreement and not  constituting  bad faith,  willful
misconduct, gross negligence or reckless disregard of its duties.

     SECTION 9. TERM; TERMINATION FEE.

     (a) This Agreement  shall commence on the date hereof and shall continue in
force  until the fifth  anniversary  of such date,  and  thereafter  it shall be
renewed  automatically  for  successive  five-year  periods  unless a notice  of
non-renewal is timely delivered as described below.

     (b) In addition to such further  liability or obligation of either party to
the  other  due  upon  termination  of  this  Agreement,  if this  Agreement  is
terminated  without cause (as "cause" is defined  below),  the Company shall pay
the Manager a termination  fee in an amount equal to the greater of (i) the fair
market value of this Agreement  determined by an  independent  appraisal or (ii)
four percent (4%) of the mortgage loan portfolio of the Company.  Such appraisal
shall be conducted by a nationally  recognized  appraisal  firm mutually  agreed
upon by the parties and the costs of such  appraisal  shall be borne  equally by
the parties.  If the parties are unable to agree upon such appraisal firm within
30 days following delivery of the notice of non-renewal,  then each party shall,
as soon as reasonably  practicable,  but in no event more than 45 days following
delivery  of  the  notice  of   non-renewal,   choose  a   nationally-recognized
independent appraisal firm to conduct an appraisal.  In such event, (i) the fair
market  value  amount  shall be deemed to be the  average of the  appraisals  as
conducted by each  party's  chosen  appraiser  and (ii) each party shall pay the
costs of its appraiser so chosen.  Any appraisal  conducted  hereunder  shall be
performed  no  later  than 45  days  following  selection  of the  appraiser  or
appraisers.  The  termination fee payable by the Company shall be paid within 30
days following receipt of the final appraisal to be obtained hereunder.


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     SECTION 10. TERMINATION BY COMPANY FOR CAUSE. At the option of the Company,
this Agreement shall be and become terminated upon written notice of termination
to the Manager if any of the following  events shall occur  (termination for any
of such events shall constitute termination for "cause"):

     (a) if a majority of the Unaffiliated  Directors reasonably determines that
the Manager has  violated  this  Agreement in any  material  respect and,  after
notice of such violation,  the Manager has failed to cure such violation  within
60 days; or

     (b) there is entered  an order for  relief or similar  decree or order with
respect  to  the  Manager  by  a  court  having  competent  jurisdiction  in  an
involuntary  case  under  the  federal  bankruptcy  laws  as  now  or  hereafter
constituted or under any applicable  federal or state bankruptcy,  insolvency or
other  similar  laws;  or the  Manager  (i)  ceases,  or admits in  writing  its
inability,  to pay its debts as they become due and payable,  or makes a general
assignment  for the benefit of, or enters into any  composition  or  arrangement
with,  creditors;  (ii)  applies  for, or  consents  (by  admission  of material
allegations  of a petition  or  otherwise)  to the  appointment  of a  receiver,
trustee,  assignee,  custodian,  liquidator  or  sequestrator  (or other similar
official) of the Manager or of any substantial part of its properties or assets,
or  authorizes  such an  application  or consent,  or  proceedings  seeking such
appointment  are commenced  without such  authorization,  consent or application
against the Manager and continue  undismissed for 60 days;  (iii)  authorizes or
files a  voluntary  petition  in  bankruptcy,  or applies  for or  consents  (by
admission of material allegations of a petition or otherwise) to the application
of  any   bankruptcy,   reorganization,   arrangement,   readjustment  of  debt,
insolvency,  dissolution,  liquidation or other similar law of any jurisdiction,
or  authorizes  such  application  or consent,  or  proceedings  to such end are
instituted  against the  Manager  without  such  authorization,  application  or
consent and are approved as properly  instituted and remain  undismissed  for 60
days or result in adjudication  of bankruptcy or insolvency;  or (iv) permits or
suffers  all  or  any  substantial  part  of  its  properties  or  assets  to be
sequestered or attached by court order and the order remains  undismissed for 60
days. If any of the events  specified above shall occur,  the Manager shall give
prompt  written  notice  thereof to the Board of Directors upon the happening of
such event.

     SECTION 11. ACTION UPON  TERMINATION.  From and after the effective date of
termination  of  this  Agreement,  except  as  otherwise  specified  in of  this
Agreement,  the  Manager  shall not be  entitled  to  compensation  for  further
services hereunder,  but shall be paid all compensation  accruing to the date of
termination,. Upon such termination, the Manager shall forthwith:

     (a) after  deducting any accrued  compensation  and  reimbursement  for its
expenses to which it is then entitled, pay over to the Company or any subsidiary
of the  Company all money  collected  and held for the account of the Company or
any subsidiary of the Company pursuant to this Agreement;

     (b)  deliver  to the Board of  Directors  a full  accounting,  including  a
statement showing all payments collected by it and a statement of all money held
by it, covering the period  following the date of the last accounting  furnished
to the Board of Directors  with respect to the Company or any  subsidiary of the
Company; and

     (c) deliver to the Board of Directors  all  property  and  documents of the
Company or any subsidiary of the Company then in the custody of the Manager.


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     SECTION 12.  RELEASE OF MONEY OR OTHER PROPERTY UPON WRITTEN  REQUEST.  The
Manager agrees that any money or other property of the Company or any subsidiary
of the Company  held by the Manager  under this  Agreement  shall be held by the
Manager as  custodian  for the  Company or such  subsidiary,  and the  Manager's
records shall be  appropriately  marked clearly to reflect the ownership of such
money or other property by the Company or such  subsidiary.  Upon the receipt by
the  Manager of a written  request  signed by a duly  authorized  officer of the
Company  requesting  the Manager to release to the Company or any  subsidiary of
the Company any money or other property then held by the Manager for the account
of the  Company or any  subsidiary  of the  Company  under this  Agreement,  the
Manager  shall  release  such  money or other  property  to the  Company or such
subsidiary of the Company  within a reasonable  period of time,  but in no event
later than the later to occur of (i) 30 days following such request and (ii) the
earliest time following such request that  remittance will not cause the Manager
to  violate  any law or breach  any  agreement  to which it or the  Company is a
party.  The Manager shall not be liable to the Company,  any subsidiaries of the
Company,  the  unaffiliated  Directors,  or the  Company's or its  subsidiaries'
stockholders  for any acts  performed  or omissions to act by the Company or any
subsidiary  of the  Company  in  connection  with the  money  or other  property
released to the Company or any  subsidiary  of the Company and not  constituting
bad faith,  willful  misconduct,  gross negligence or reckless  disregard of its
duties.  The  Company and any  subsidiary  of the Company  shall  indemnify  the
Manager, its directors, officers, stockholders and employees against any and all
expenses,  losses,  damages,  liabilities,  demands,  charges  and claims of any
nature whatsoever,  which arise in connection with the Manager's release of such
money or other  property to the Company or any  subsidiary of the Company unless
such expenses, losses, damages,  liabilities,  demands, charges and claims arise
in  connection  with acts or  omissions  which  constitute  bad  faith,  willful
misconduct,   gross   negligence   or   reckless   disregard   of  its   duties.
Indemnification  pursuant to this provision shall be in addition to any right of
the Manager to indemnification under this Agreement.

     SECTION 13. REPRESENTATIONS AND WARRANTIES.

     (a) The Company hereby represents and warrants to the Manager as follows:

          (i)  The  Company  is duly  organized,  validly  existing  and in good
     standing under the laws of Maryland, has the power to own its assets and to
     transact the business in which it is now engaged and is duly  qualified and
     in good standing under the laws of each jurisdiction where its ownership or
     lease  of  property  or  the  conduct  of  its   business   requires   such
     qualification,  except  for  failures  to be so  qualified,  authorized  or
     licensed that could not in the aggregate have a material  adverse effect on
     the business  operations,  assets or financial condition of the Company and
     its subsidiaries,  taken as a whole. The Company does not do business under
     any fictitious business name.

          (ii) The Company has the power and  authority to execute,  deliver and
     perform this Agreement and all obligations required hereunder and has taken
     all  necessary  action  to  authorize  this  Agreement  on  the  terms  and
     conditions  hereof and the  execution,  delivery  and  performance  of this
     Agreement and all obligations required hereunder. Except as shall have been
     obtained,  no consent of any other person  including,  without  limitation,
     stockholders and creditors of the Company, and no license, permit, approval
     or  authorization  of,  exemption by, notice or report to, or registration,
     filing or declaration  with, any governmental  authority is required by the
     Company in  connection  with this  Agreement  or the  execution,  delivery,
     performance,   validity  or   enforceability  of  this  Agreement  and  all
     obligations   required  hereunder.   This  Agreement  has  been,  and  each
     instrument or document  required  hereunder will be, executed and delivered
     by  a  duly  authorized   officer  of  the  Company,   and  this  Agreement
     constitutes,  and each  instrument  or  document  required  hereunder  when
     executed and delivered  hereunder  will  constitute,  the legally valid and
     binding  obligation  of the  Company  enforceable  against  the  Company in
     accordance with its terms.


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          (iii) The  execution,  delivery and  performance of this Agreement and
     the  documents  or  instruments  required  hereunder  will not  violate any
     provision of any existing law or regulation binding on the Company,  or any
     order, judgment,  award or decree of any court,  arbitrator or governmental
     authority binding on the Company,  or the governing  instruments of, or any
     securities  issued by, the Company or of any  mortgage,  indenture,  lease,
     contract or other agreement, instrument or undertaking to which the Company
     is a party or by which the  Company or any of its assets may be bound,  the
     violation  of which would have a material  adverse  effect on the  business
     operations,   assets  or  financial   condition  of  the  Company  and  its
     subsidiaries,  taken as a whole,  and will not result in, or  require,  the
     creation  or  imposition  of any  lien on any of its  property,  assets  or
     revenues pursuant to the provisions of any such mortgage, indenture, lease,
     contract or other agreement, instrument or undertaking .

     (b) The Manager hereby represents and warrants to the Company as follows:

          (i)  The  Manager  is duly  organized,  validly  existing  and in good
     standing  under the laws of Colorado,  has the  corporate  power to own its
     assets and to transact  the business in which it is now engaged and is duly
     qualified  to do business  and is in good  standing  under the laws of each
     jurisdiction where its ownership or lease of property or the conduct of its
     business  requires  such  qualification,  except  for  failures  to  be  so
     qualified,  authorized or licensed  that could not in the aggregate  have a
     material  adverse  effect on the business  operations,  assets or financial
     condition  of the  Manager  and its  subsidiaries,  taken as a  whole.  The
     Manager does not do business under any fictitious business name.

          (ii) The Manager has the  corporate  power and  authority  to execute,
     deliver and perform this Agreement and all obligations  required  hereunder
     and has taken all necessary corporate action to authorize this Agreement on
     the terms and conditions hereof and the execution, delivery and performance
     of this Agreement and all obligations  required hereunder.  Except as shall
     have been  obtained,  no consent  of any other  person  including,  without
     limitation,  stockholders  and  creditors of the  Manager,  and no license,
     permit, approval or authorization of, exemption by, notice or report to, or
     registration,  filing or declaration  with, any  governmental  authority is
     required by the Manager in connection with this Agreement or the execution,
     delivery, performance, validity or enforceability of this Agreement and all
     obligations required hereunder. This Agreement has been and each instrument
     or document  required  hereunder  will be executed and  delivered by a duly
     authorized officer of the Manager, and this Agreement constitutes, and each
     instrument  or document  required  hereunder  when  executed and  delivered
     hereunder will constitute,  the legally valid and binding obligation of the
     Manager enforceable against the Manager in accordance with its terms.

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          (iii) The  execution,  delivery and  performance of this Agreement and
     the  documents  or  instruments  required  hereunder,  will not violate any
     provision of any existing law or regulation binding on the Manager,  or any
     order, judgment,  award or decree of any court,  arbitrator or governmental
     authority binding on the Manager,  or the governing  instruments of, or any
     securities  issued by, the Manager or of any  mortgage,  indenture,  lease,
     contract or other agreement, instrument or undertaking to which the Manager
     is a party or by which the  Manager or any of its assets may be bound,  the
     violation  of which would have a material  adverse  effect on the  business
     operations,   assets,  or  financial  condition  of  the  Manager  and  its
     subsidiaries,  taken as a whole,  and will not result in, or  require,  the
     creation  or  imposition  of any  lien on any of its  property,  assets  or
     revenues pursuant to the provisions of any such mortgage indenture,  lease,
     contract or other agreement, instrument or undertaking.

     SECTION 14.  NOTICES.  Unless  expressly  provided  otherwise  herein,  all
notices,  requests, demands and other communications required or permitted under
this Agreement  shall be in writing and shall be deemed to have been duly given,
made and received when (1) delivered by hand,  (2) otherwise  delivered  against
receipt  therefore or (3) upon actual  receipt of registered or certified  mail,
postage prepaid.  The parties may deliver to each other notice by electronically
transmitted  facsimile  copies ("FAX") provided that such FAX notice is followed
within  twenty-four (24) hours by any type of notice  otherwise  provided for in
this paragraph. Any notice shall be duly addressed to the parties as follows:

         (a) If to the Company:

                  222 Milwaukee Street, Suite 304
                  Denver, CO 80206
                  Attn:  Board of Directors
                         Del Mar Income Partners Ltd.
                  Fax:  (303) 329-0303

         (b) If to the Manager:

                  222 Milwaukee Street, Suite 304
                  Denver, CO 80206
                  Attn:  Stephen D. Replin, President
                         Port Funding, Ltd.
                  Fax:  (303) 329-0303


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     Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address.

     SECTION  15.  ASSIGNMENTS.  Except  as set  forth  in  this  section,  this
Agreement shall terminate automatically in the event of its assignment, in whole
or in part, by the Manager, unless such assignment is consented to in writing by
the  Company as  evidenced  by the  consent of a  majority  of the  Unaffiliated
Directors.  Any such  assignment  shall bind the assignee  hereunder in the same
manner as the Manager is bound.  In  addition,  the assignee  shall  execute and
deliver to the Company a counterpart of this  Agreement  naming such assignee as
Manager.  This Agreement  shall not be assigned by the Company without the prior
written consent of the Manager,  except in the case of assignment by the Company
to a REIT or other organization  which is a successor (by merger,  consolidation
or purchase of assets) to the Company, in which case such successor organization
shall be bound  hereunder and by the terms of such assignment in the same manner
as the Company is bound hereunder.

     SECTION 16. ENTIRE AGREEMENT.  This Agreement contains the entire agreement
and  understanding  among the parties  hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions,  express or implied,  oral or written, of any nature
whatsoever  with respect to the subject matter hereof.  The express terms hereof
control  and  supersede  any  course of  performance  and/or  usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing.

     SECTION 17.  CONTROLLING LAW. This Agreement and all questions  relating to
its validity,  interpretation,  performance and enforcement shall be governed by
and construed, interpreted and enforced in accordance with the laws of the State
of Colorado.

     SECTION  18.  WAIVERS.  Neither  the failure nor any delay on the part of a
party to exercise any right,  remedy,  power or privilege  under this  Agreement
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right,  remedy, power or privilege preclude any other or further exercise of
the same or of any right,  remedy,  power or privilege,  nor shall any waiver of
any  right,  remedy,  power or  privilege  with  respect  to any  occurrence  be
construed as a waiver of such right,  remedy, power or privilege with respect to
any other  occurrence.  No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver.

     SECTION 19.  EXECUTION IN  COUNTERPARTS.  This Agreement may be executed in
any number of counterparts.

     SECTION 20.  PROVISIONS  SEPARABLE.  The  provisions of this  Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.


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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

DEL MAR INCOME PARTNERS LTD.                PORT FUNDING, LTD.


By:                                         By:
     -------------------------------             ---------------------------
     Stephen D. Replin                           Stephen D. Replin
     President                                   President



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