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                                                                    Exhibit 10.3

                                     FORM OF

                              MANAGEMENT AGREEMENT

        This management agreement (this "Management Agreement") is made and
entered into as of the ___ day of July, 2003, by and among ORION MULTIFAMILY
INVESTMENT FUND, INC., a Maryland corporation (the "Company"), ORION MULTIFAMILY
LP, a Delaware limited partnership (the "OP", and together with the Company, the
"Owner"), and ORION MULTIFAMILY MANAGEMENT, LLC, a Delaware limited liability
company (the "Manager").

        WHEREAS, the OP was organized to acquire, own, operate, lease and manage
real estate properties on behalf of the Company; and

        WHEREAS, the Company intends to continue to raise money from the sale of
its common stock to be used, net of payment of certain offering costs and
expenses, for investment in the acquisition or rehabilitation of
income-producing real estate to be acquired and held by the Company or by the OP
on behalf of the Company; and

        WHEREAS, Owner wishes to retain Manager to manage and coordinate the
leasing of the real estate properties acquired by Owner, and the Manager wishes
to be so retained, all under the terms and conditions set forth in this
Management Agreement.

        NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, do
hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

        Except as otherwise specified or as the context may otherwise require,
the following terms have the respective meanings set forth below for all
purposes of this Management Agreement, and the definitions of such terms are
equally applicable both to the singular and plural forms thereof

1.1     "Affiliate" means a person who is (i) in the case of an individual, any
relative of such person, (ii) any officer, director, trustee, partner, manager,
employee or holder of ten percent (10%) or more of any class of the voting
securities of or equity interest in such person; (iii) any corporation,
partnership, limited liability company, trust or other entity controlling,
controlled by or under common control with such person; or (iv) any officer,
director, trustee, partner, manager, employee or holder of ten percent (10%) or
more of the outstanding voting securities of any corporation, partnership,
limited liability company, trust or other entity controlling, controlled by or
under common control with such person. For purposes of this definition, the term
"controls," "is controlled by," or "is under common control with" shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of an entity, whether through the ownership of
voting rights, by contract or otherwise.

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1.2     "Director" means a member of the board of directors of the Company.

1.3     "Funds From Operations" shall mean net income (computed in accordance
with GAAP), excluding gains or losses from debt restructuring and sales of
Properties, plus depreciation of real property and amortization, and after
adjustments for unconsolidated partnerships and joint ventures.

1.4     "Funds From Operations Per Weighted Average Share" shall mean the amount
equal to four (4) times the Funds From Operations per weighted average Share for
the Company for the quarter in which an Election Notice is delivered, based on
and as described in the quarterly report of the Company delivered to its
stockholders for such quarter.

1.5     "GAAP" shall mean United States generally accepted accounting
principals, consistently applied.

1.6     "Gross Revenues" means all amounts actually collected as rents or other
charges for the use and occupancy of the Properties, but shall exclude interest
and other investment income of Owner and proceeds received by Owner for a sale,
exchange, condemnation, eminent domain taking, casualty or other disposition of
assets of Owner.

1.7     "Improvements" means buildings, structures, equipment from time to time
located on the Properties and all parking and common areas located on the
Properties.

1.8     "Independent Director" shall have the meaning set forth in the by-laws
of the Company as in effect from time to time.

1.9     "Management Fees" has the meaning set forth in Section 4.1 hereof.

1.10    "Properties" means all real estate properties owned by Owner and all
tracts as yet unspecified but to be acquired by Owner containing
income-producing Improvements or on which Owner will rehabilitate
income-producing improvements.

1.11    "Share" shall mean a share of the Common Stock, par value $0.01, of the
Company.

                                   ARTICLE II.
                APPOINTMENT OF MANAGER; SERVICES TO BE PERFORMED

2.1     Appointment of Manager. Owner hereby engages and retains Manager as the
sole and exclusive manager and agent of the Properties, and Manager hereby
accepts such appointment, all on the terms and conditions hereinafter set forth,
it being understood that this Management Agreement shall cause Manager to be, at
law, Owner's agent upon the terms contained herein.

2.2     General Duties. Manager shall devote its best efforts to performing its
duties hereunder to manage, operate, maintain and lease the Properties in a
diligent, careful and vigilant manner. The services of Manager are to be of
scope and quality not less than those generally performed by professional
property managers of other similar properties in the area. Manager shall make
available to Owner the full benefit of the judgment, experience and advice of
the members of

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Manager's organization and staff with respect to the policies to be pursued by
Owner relating to the operation and leasing of the Properties.

2.3     Specific Duties. Manager's duties include the following:

        (a) Lease Obligations. Manager shall perform all duties of the landlord
            under all leases insofar as such duties relate to operation,
            maintenance, and day-to-day management. Manager shall also provide
            or cause to be provided, at Owner's expense, all services normally
            provided to tenants of like premises, including where applicable
            and without limitation, gas, electricity or other utilities
            required to be furnished to tenants under leases, normal repairs
            and maintenance, and cleaning, and janitorial service. Manager
            shall arrange for and supervise the performance of all
            installations and improvements in space leased to any tenant which
            are either expressly required under the terms of the lease of such
            space or which are customarily provided to tenants.

        (b) Maintenance. Manager shall cause the Properties to be maintained in
            the same manner as similar properties in the area. Manager's duties
            and supervision in this respect shall include, without limitation,
            cleaning of the interior and the exterior of the Improvements and
            the public common areas on the Properties and the making and
            supervision of repair, alterations, and decoration of the
            Improvements, subject to and in strict compliance with this
            Management Agreement and any applicable leases. Construction and
            rehabilitation activities undertaken by the Manager, if any, will be
            limited to activities related to the management, operation,
            maintenance, and leasing of the Property (e.g., repairs,
            renovations, and leasehold improvements).

        (c) Leasing Functions. Manager shall coordinate the leasing of the
            Properties and shall negotiate and use its best efforts to secure
            executed leases from qualified tenants, and to execute same on
            behalf of Owner, if requested, for available space in the
            Properties, such leases to be in form and on terms approved by Owner
            and Manager, and to bring about complete leasing of the Properties.
            Manager shall be responsible for the hiring of all leasing agents,
            as necessary for the leasing of the Properties, and to otherwise
            oversee and manage the leasing process on behalf of the Owner.

        (d) Notice of Violations. Manager shall forward to Owner promptly upon
            receipt all notices of violation or other notices from any
            governmental authority, and board of fire underwriters or any
            insurance company, and shall make such recommendations regarding
            compliance with such notice as shall be appropriate.

        (e) Personnel. Any personnel hired by Manager to maintain, operate and
            lease the Property shall be the employees or independent contractors
            of Manager and not of the Owner. Manager shall use due care in the
            selection and supervision of such employees or independent
            contractors. Manager shall be responsible for the preparation of and
            shall timely file all payroll tax reports and timely make payments
            of all withholding and other payroll taxes with respect to each
            employee.

        (f) Utilities and Supplies. Manager shall enter into or renew contracts
            for electricity, gas, steam, landscaping, fuel, oil, maintenance and
            other services as are customarily

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            furnished or rendered in connection with the operation of similar
            rental property in the area.

        (g) Expenses. Manager shall analyze all bills received for services,
            work and supplies in connection with the maintaining and operating
            the Properties, pay all such bills, and, if requested by Owner, pay,
            when due, utility and water charges, sewer rent and assessments, any
            applicable taxes, including, without limitation, any real estate
            taxes, and any other amount payable in respect to the Properties.
            All bills shall be paid by Manager within the time required to
            obtain discounts, if any. Owner may from time to time request that
            Manager forward certain bills to Owner promptly after receipt, and
            Manager shall comply with any such request. It is understood that
            the payment of real property taxes and assessment and insurance
            premiums will be paid out of the Account (as hereinafter defined) by
            Manager. All expenses shall be billed at net cost (i.e., less all
            rebates, commissions, discounts and allowances, however designed).

        (h) Monies Collected. Manager shall collect all rent and other monies
            from tenants and any sums otherwise due Owner with respect to the
            Properties in the ordinary course of business. In collecting such
            monies, Manager shall inform tenants of the Properties that all
            remittances are to be in the form of a check or money order. Owner
            authorizes Manager to request, demand, collect and receipt for all
            such rent and other monies and to institute legal proceedings in the
            name of Owner for the collection thereof and for the dispossession
            of any tenant in default under its lease.

        (i) Banking Accommodations. Manager shall establish and maintain a
            separate checking account (the "Account") for funds relating to the
            Properties. All monies deposited from time to time in the Account
            shall be deemed to be trust funds and shall be and remain the
            property of Owner and shall be withdrawn and disbursed by Manager
            for the account of Owner only as expressly permitted by this
            Management Agreement for the purposes of performing the obligations
            of Manager hereunder. No monies collected by Manager on Owner's
            behalf shall be commingled with funds of Manager. The Account shall
            be maintained, and monies shall be deposited therein and withdrawn
            therefrom, in accordance with the following:

                        (i)     All sums received from rents and other income
                from the Properties shall be promptly deposited by Manager in
                the Account. Manager shall have the right to designate two or
                more persons who shall be authorized to draw against the
                Account, but only for purposes authorized by this Management
                Agreement.

                        (ii)    All sums due to Manager hereunder, whether for
                compensation, reimbursement for expenditures, or otherwise, as
                herein provided, shall be a charge against the operating
                revenues of the Properties and shall be paid and/or withdrawn by
                Manager from the Account prior to the making of any other
                disbursements therefrom.

                        (iii)   By the 30th day of the first month following
                each calendar quarter, Manager shall forward to Owner net
                operating proceeds from the preceding

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                quarter, retaining at all times, however a reserve of $5,000, in
                addition to any amounts otherwise provided in the budget.

        (j) Tenant Complaints. Manager shall maintain business-like relations
            with the tenants of the Properties.

        (k) Ownership Agreements. Manager has received copies of the Agreement
            of Limited Partnership of the OP and the constitutive documents of
            the Company (collectively, the "Ownership Agreements") and is
            familiar with the terms thereof. Manager shall use reasonable care
            to avoid any act or omission which, in the performance of its duties
            hereunder, shall in any way conflict with the terms of the Ownership
            Agreements.

        (l) Signs. Manager shall place and remove, or cause to be placed and
            removed, such signs upon the Properties as Manager deems
            appropriate, subject, however, to the terms and conditions of the
            leases and to any applicable ordinances and regulations.

2.4     Approval of Leases, Contracts, Etc. In fulfilling its duties to the
Owner, Manager may and hereby is authorized to enter into any leases, contracts
or agreements on behalf of the Owner in the ordinary course of the management,
operation, maintenance and leasing of the Property.

2.5     Accounting, Records and Reports.

        (a) Records. Managers shall maintain all office records and books of
            account and shall record therein, and keep copies of, each invoice
            received from services, work and supplies ordered in connection with
            the maintenance and operation of the Properties. Such records shall
            be maintained on a double entry basis. Owner and persons designated
            by Owner shall at all reasonable time have access to and the right
            to audit and make independent examinations of such records, books
            and accounts and all vouchers, files and all other material
            pertaining to the Properties and this Management Agreement, all of
            which Manager agrees to keep safe, available and separate from any
            records not pertaining to the Properties, at a place recommended by
            Manager and approved by Owner.

        (b) Quarterly Reports. On or before the 30th day of the first month
            following each calendar quarter for which such report or statement
            is prepared and during the term of this Management Agreement,
            Manager shall prepare and submit to Owner the following reports and
            statements:

                (i)     Rental collection record;

                (ii)    Quarterly operating statement;

                (iii)   Copy of cash disbursements ledger entries for such
                        period, if requested;

                (iv)    Copy of cash receipts ledger entries for such period, if
                        requested;

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                (v)     The original copies of all contracts entered into by
                        Manager on behalf of Owner during such period, if
                        requested; and

                (vi)    Copy of ledger entries for such period relating to
                        security deposits maintained by Manager, if requested.

        (c) Budgets and Leasing Plans. Not later than November 15 of each
            calendar year, Manager shall prepare and submit to Owner for its
            approval an operating budget and a marketing and leasing plan on the
            Properties for the calendar year immediately following such
            submission. The budget and leasing plan shall be in the form of the
            budget and plan approved by Owner prior to the date thereof. As
            often as reasonably necessary during the period covered by any such
            budget, Manager may submit to Owner for its approval an updated
            budget or plan incorporating such changes as shall be necessary to
            reflect cost over-runs and the like during such period. If Owner
            does not disapprove any such budget within 30 days after receipt
            thereof by Owner, such budget shall be deemed approved. If Owner
            shall disapprove any such budget or plan, it shall so notify Manager
            within said 30-day period and explain the reasons therefor. Manager
            will not incur any costs other than those estimated in any budget
            except for:

                (i)     maintenance or repair costs under $5,000;

                (ii)    costs incurred in emergency situations in which action
                        is immediately necessary for the preservation or safety
                        of the Property, or for the safety of occupant or other
                        person (or to avoid the suspension of any necessary
                        service of the Property);

                (iii)   expenditures for real estate taxes and assessment; and

                (iv)    maintenance supplies calling for an aggregate purchase
                        price less than $25,000.

        (d) Returns Required by Law. Manager shall execute and file when due all
            forms, reports, and returns required by law relating to the
            employment of its personnel.

        (e) Notices. Promptly after receipt, Manager shall deliver to Owner all
            notices, from any tenant, or any governmental authority, that are
            not a routine nature. Managers shall also report expeditiously to
            Owner notice of any extensive damage to any part of the Properties.

2.6     Subcontracting. Notwithstanding anything to the contrary contained in
this Agreement, the Manager may subcontract any of its duties hereunder, without
the consent of the Owner being required, for a fee that may be less than the
Management Fees paid hereunder. In the event that the Manager does so contract
any its duties hereunder, such fees payable to such third parties may, at the
instruction of the Manager, deducted from the monthly Management Fee payable to
the Manager hereunder and paid by the Owner to such parties, or paid directly by
the Manager to such parties, in its discretion.

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                                  ARTICLE III.
                                    EXPENSES

3.1     Owner's Expenses. Except as otherwise specifically provided, all costs
and expenses incurred hereunder by Manager in fulfilling its duties to Owner
shall be for the account of and on behalf of Owner. Such costs and expenses may
include reasonable wages and salaries and other employee-related expenses of all
on-site and off-site employees of Manager who are engaged in the operation,
management, maintenance and leasing or access control of the Properties,
including taxes, insurance and benefits relating to such employees, and legal,
travel and other out-of-pocket expenses which are directly related to the
management of specific Properties. All costs and expenses for which Owner is
responsible under this Management Agreement shall be paid by Manager out of the
Account. In the event said account does not contain sufficient funds to pay all
said expenses, Owner shall fund all sums necessary to meet such additional costs
and expenses.

3.2     Manager's Expenses. Manager shall, out of its own funds, pay all of its
general overhead and administrative expenses.

                                   ARTICLE IV.
                             MANAGER'S COMPENSATION

4.1     Management Fees. Manager shall provide the services described in Article
II in return for fees (the "Management Fees"), including all rent-up, leasing,
and re-leasing fees and bonuses paid to any person, which shall be payable by
the OP on a monthly basis, and shall equal 5% of Gross Revenues. Notwithstanding
the foregoing, Manager may be entitled to receive higher fees in the event
Manager can demonstrate to the satisfaction of the Board of Directors (including
a majority of the Independent Directors) through empirical data that a higher
competitive fee is justified for the services rendered and the type of Property
managed. As described in section 2.6 above, in the event that Manager properly
engages one or more third parties to perform the services described herein, the
fees payable to such parties for such services will be deducted from the monthly
Management Fees payable by the OP to Manager, or paid directly by Manager, at
Manager's option. Manager's compensation under this Section 4.1 shall apply to
all renewals, extensions or expansions of leases which Manager has originally
negotiated.

4.2     Additional Fees. In the event that the Manager provides services other
than those specified herein, the OP shall pay to Manager a monthly fee equal to
no more than that which the OP would pay to a third party that is not an
Affiliate of the Owner or the Manager to provide such services.

4.3     Audit Adjustment. If any audit of the records, books or accounts
relating to the Properties discloses an overpayment or underpayment of
Management Fees, Owner or Manager shall promptly pay to the other party the
amount of such overpayment or underpayment, as the case may be. If such audit
discloses an overpayment of Management Fees for any fiscal year of more than the
correct Management Fees for such fiscal year, Manager shall bear the cost of
such audit.

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                                   ARTICLE V.
                          INSURANCE AND INDEMNIFICATION

5.1     Insurance to be Carried.

        (a) Manager shall obtain and keep in full force and effect insurance on
            the Properties against such hazards as Owner and Manager shall deem
            appropriate, but in any event insurance sufficient to comply with
            the leases and the Ownership Agreements shall be maintained. All
            liability policies shall provide sufficient insurance satisfactory
            to both Owner and Manager and shall contain waivers of subrogation
            for the benefit of Manager.

        (b) Manager shall obtain and keep in full force and effect, in
            accordance with the laws of the state in which each Property is
            located, employer's liability insurance applicable to and covering
            all employees of Manager at the Properties and all persons engaged
            in the performance of any work required hereunder, and Manager shall
            furnish Owner certificates of insurers naming Owner as a co-insured
            and evidencing that such insurance is in effect. If any work under
            this Management Agreement is subcontracted as permitted herein,
            Manager shall include in each subcontract a provision that the
            subcontractor shall also furnish Owner with such a certificate.

5.2     Cooperation with Insurers. Manager shall cooperate with and provide
reasonable access to the Properties to representatives of insurance companies
and insurance brokers or agents with respect to insurance which is in effect or
for which application has been made. Manager shall use its best efforts to
comply with all requirements of insurers.

5.3     Accidents and Claims. Manager shall promptly investigate and shall
report in detail to Owner all accidents, claims for damage relating to the
ownership, operation or maintenance of the Properties, and any damage or
destruction to the Properties and the estimated costs of repair thereof, and
shall prepare for approval by Owner all reports required by an insurance company
in connection with any such accident, claim, damage, or destruction. Such
reports shall be given to Owner promptly and any report not so given within 10
days after the occurrence of any such accident, claim, damage or destruction
shall be noted in the monthly report delivered to Owner pursuant to section
2.5(b). Manager is authorized to settle any claim against an insurance company
arising out of any policy and, in connection with such claim, to execute proofs
of loss and adjustments of loss and to collect and receipt for loss proceeds.

5.4     Indemnification. Manager shall hold Owner harmless from and indemnify
and defend Owner against any and all claims or liability for any injury or
damage to any person or property whatsoever for which Manager is responsible
occurring in, on, or about the Properties, including, without limitation, the
Improvements when such injury or damage shall be caused by the negligence of
Manager, its agents, servants, or employees, except to the extent that Owner
recovers insurance proceeds with respect to such matter. Owner will indemnify
and hold Manager harmless against all liability for injury to persons and damage
to property caused by Owner's negligence and which did not result from the
negligence of misconduct of Manager, except to the extent Manager recovers
insurance proceeds with respect to such matter.

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                                   ARTICLE VI.
                                TERM, TERMINATION

6.1     Term. This Management Agreement shall commence on the date first above
written and shall continue until terminated in accordance with the earliest to
occur of the following:

                (a) One year from the date of the commencement of the term
                    hereof. However, this Management Agreement will be
                    automatically extended for an additional one year period at
                    the end of each year unless any party gives sixty (60) days
                    written notice to the others of its intention to terminate
                    this Management Agreement; or

                (b) Immediately upon the occurrence of any of the following:

                        (i) A decree or order is rendered by a court having
                    jurisdiction (A) adjudging Manager as bankrupt or insolvent,
                    or (B) approving as properly filed a petition seeking
                    reorganization, readjustment, arrangement, composition or
                    similar relief for Manager under the federal bankruptcy laws
                    or any similar applicable law or practice, or (C) appointing
                    a receiver or liquidator or trustee or assignee in
                    bankruptcy or insolvency of Manager or a substantial part of
                    the property of Manager, or for the winding up or
                    liquidation of its affairs, or

                        (ii) Manager (A) institutes proceedings to be
                    adjudicated a voluntary bankrupt or an insolvent, (B)
                    consents to the filing of a bankruptcy proceeding against
                    it, (C) files a petition or answer or consent seeking
                    reorganization, readjustment, arrangement, composition or
                    relief under any similar applicable law or practice, (D)
                    consents to the filing of any such petition, or to the
                    appointment of a receiver or liquidator or trustee or
                    assignee in bankruptcy or insolvency for it or for a
                    substantial part of its property, (E) makes an assignment
                    for the benefit of creditors, (F), is unable to or admits in
                    writing its inability to pay its debts generally as they
                    become due unless such inability shall be the fault of
                    Owner, or (G) takes corporate or other action in furtherance
                    of any of the aforesaid purposes.

                (c) Upon written notice from the Owner in the event that the
                    Manager commits an act of gross negligence or willful
                    misconduct in the performance of its duties hereunder.

       Upon termination, the obligations of the parties hereto shall cease,
provided that Manager shall comply with the provisions hereof applicable in the
event of termination and shall be entitled to receive all compensation which may
be due Manager hereunder up to the date of such termination, and provided,
further, that if this Management Agreement terminates pursuant to clauses (b) or
(c) above, Owner shall have other remedies as may be available at law or in
equity.

6.2     Manager's Obligations after Termination. Upon the termination of this
Management Agreement, Manager shall have the following duties:

                (a) Manager shall deliver to Owner, or its designee, all books
                    and records with respect to the Properties.

                (b) Manager shall transfer and assign to Owner, or its designee,
                    all service contracts and personal property relating to or
                    used in the operation and maintenance of the Properties,
                    except personal property paid for and owned by Manager.
                    Manager

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                    shall also, for a period of sixty (60) days immediately
                    following the date of such termination, make itself
                    available to consult with and advise Owner, or its designee,
                    regarding the operation, maintenance and leasing of the
                    Properties.

                (c) Manager shall render to Owner an accounting of all funds of
                    Owner in its possession and shall deliver to Owner a
                    statement of Management Fees claimed to be due Manager and
                    shall cause funds of Owner held by Manager relating to the
                    Properties to be paid to Owner or its designee.

                                   ARTICLE VI
              BUSINESS COMBINATION OF THE COMPANY AND THE MANAGER.

7.1     The Company shall have the option at any time, after the initial date of
effectiveness of the Prospectus upon prior written notice, during the term of
this Agreement without any consent of the Manager, the board of directors of the
Company or the Company's stockholders to cause the business conducted by the
Manager (including, in such event, all of its assets) to be acquired by or
consolidated into the Company. The Manager and/or its members or stockholders
will receive in connection with such acquisition and in exchange for terminating
this Agreement and the release or waiver of all fees (including any fees that
have accrued during the term of this Agreement) payable under the provisions of
this Agreement until its stated termination, but not paid, that number of Shares
determined in accordance with Section 7.2 below below. The Company will be
obligated to pay any fees accrued under this Agreement for services rendered
through the closing of such acquisition.

7.2     The number of Shares to be issued by the Company to the Manager in the
event of a transaction of the type described in Section 7.1 above shall be
determined as follows. The Company shall first send notice (the "Election
Notice") to the Manager of its election to proceed with such a transaction.
Next, the net income of the Manager, for the six month period immediately
preceding the month in which the Election Notice is delivered, as determined by
an independent audit conducted in accordance with GAAP, shall be annualized. The
Manager shall bear the cost of any such audit. Such amount shall than be
multiplied by nine-tenths (0.90) and then divided by the Funds From Operations
Per Weighted Average Share. The resulting quotient shall constitute the number
of Shares to be issued by the Company to the Manager or its members or
stockholders, with delivery thereof and the closing of the transaction to occur
within ninety (90) days of delivery of the Election Notice. Any such transaction
will occur, if at all, only if the board of directors of the Company obtains a
fairness opinion from a recognized financial advisor or institution providing
valuation services to the effect that the consideration to be paid therefor is
fair, from a financial point of view, to the stockholders of the Company.

7.3     The Company shall not terminate this Agreement solely for the purpose of
avoiding such a business combination, such as in anticipation of the listing of
the Shares on a national stock exchange or their inclusion in a national market
system, including, without limitation, NASDAQ.

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                                  ARTICLE VIII.
                                  MISCELLANEOUS

8.1     Notices. All notices, approvals, consents and other communications
hereunder shall be in writing, and, except when receipt is required to start the
running of a period of time, shall be deemed given when delivered in person or
on the fifth day after its mailing by either party by registered or certified
United States mail, postage prepaid and return receipt requested, to the other
party, at the addresses set forth after their respect name below or at such
different addresses as either party shall have theretofore advised the other
party in writing in accordance with this Section 8.1.

        Owner:      Orion Multifamily LP
                    c/o Orion Multifamily Investment Fund, Inc.
                    625 Madison Avenue
                    New York, New York 10022
                    Attn: Stuart J. Boesky
                    Chief Executive Officer and
                    Chairman of the Board of Directors

                    With a copy to:

                    Proskauer Rose LLP
                    1585 Broadway
                    New York, New York 10036
                    Attention: Peter M. Fass, Esq.

        Manager:    Orion Multifamily Management, LLC
                    New York, New York 10022
                    Attn: Stuart J. Boesky
                    Chief Executive Officer

                    With a copy to:

                    Proskauer Rose LLP
                    1585 Broadway
                    New York, New York 10036
                    Attention: Peter M. Fass, Esq.

8.2     Governing Law. This Management Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

8.3     Assignment. Without derogating from Section 2.6 hereof, this Management
Agreement may not be assigned by the Manager, except to an Affiliate of the
Manager, and then only upon the consent of the Owner and the approval of a
majority of the Independent Directors. Any assignee of the Manager shall be
bound hereunder to the same extent as the Manager. This Agreement shall not be
assigned by either Owner without the written consent of the Manager, except to a
corporation, association, trust or other organization which is a successor to
such Owner. Such successor shall be bound hereunder to the same extent as such
Owner. Notwithstanding anything to the contrary contained herein, the economic
rights of the Manager hereunder, including the right to receive all compensation
hereunder, may be sold, transferred or assigned by the Manager without the
consent of the Owners.

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

8.5     Amendments. This Management Agreement may be amended only by an
instrument in writing signed by the party against whom enforcement of the
amendment is sought.

8.6     Headings. The headings of the various subdivisions of this Management
Agreement are for reference only and shall not define or limit any of the terms
or provisions hereof.

8.7     Counterparts. This Management Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Management Agreement to produce or account for
more than one such counterpart.

8.8     Entire Agreement. This Management 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.

8.9     Disputes. If there shall be a dispute between Owner and Manager relating
to this Management Agreement resulting in litigation, the prevailing party in
such litigation shall be entitled to recover from the other party to such
litigation such amount as the court shall fix as reasonable attorneys' fees.

8.10    Activities of Manager. The obligations of Manager pursuant to the terms
and provisions of this Management Agreement shall not be construed to preclude
Manager from engaging in other activities or business ventures, whether or not
such other activities or ventures are in competition with the Owner or the
business of Owner.

8.11    Independent Contractor. Manager and Owner shall not be construed as
joint venturers or partners of each other pursuant to this Management Agreement,
and neither shall have the power to bind or obligate the other except as set
forth herein. In all respects, the status of Manger to Owner under this
Management Agreement is that of an independent contractor.

                        [Signatures appear on next page]

                                       12

<PAGE>

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

                                   ORION MULTIFAMILY INVESTMENT FUND, INC.

                                   By:
                                      --------------------------------
                                      Name:
                                      Title:

                                   ORION MULTIFAMILY LP

                                   By:  Orion Multifamily Investment Fund, Inc.,
                                                  its General Partner

                                   By:
                                      --------------------------------
                                      Name:
                                      Title:

                                   ORION MULTIFAMILY MANAGEMENT, LLC

                                   By:
                                      --------------------------------
                                      Name:
                                      Title: