FIRST AMENDED AND RESTATED

                              MANAGEMENT AGREEMENT

         THIS  AGREEMENT,  dated as of May 12, 1997 by and  between  OCWEN ASSET
INVESTMENT  CORP.,  a Virginia  corporation  (the "REIT" and  together  with its
subsidiaries,   the  "Company"),   and  OCWEN  CAPITAL  CORPORATION,  a  Florida
corporation  (the  "Manager") and amended and restated in its entirety as of May
5, 1998;

                              W I T N E S S E T H:

         WHEREAS,  the  Company  intends  to invest in  Subordinated  Interests,
Distressed  Real  Property,  MBS and other real  estate  related  assets  ("REIT
Investments")  and expects to qualify for the tax benefits  accorded by Sections
856 through 860 of the Internal  Revenue Code of 1986,  as amended (the "Code");
and

         WHEREAS, the Company desires to retain the Manager to acquire, sell and
otherwise  manage the  investments of the Company and to perform  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.  Capitalized terms used but not defined herein
shall have the respective  meanings  assigned them in the Prospectus of the REIT
dated May 14, 1997. In addition,  the following terms have the meanings assigned
them.

         (a)      "Agreement" means this Management  Agreement,  as amended from
time to time.

         (b)      "Closing  Date"  means the date of  closing  of the  Company's
initial public offering of common stock.

         (c)      "Governing  Instruments"  means the articles of  incorporation
and bylaws in the case of a  corporation,  or the  partnership  agreement in the
case of a partnership.

         (d)      "Subsidiary"  means  any  subsidiary  of the  Company  and any
partnership,  the general  partner of which is the Company or any  subsidiary of
the Company.

         SECTION 2.  DUTIES OF THE MANAGER.

         (a)      The Manager at all times will be subject to the supervision of
the Company's Board of Directors and will have only such functions and authority
as the Company  may  delegate to it. The  Manager  will be  responsible  for the
day-to-day operations of the Company and will perform (or cause to be performed)
such  services  and  activities  relating  to the assets and  operations  of the
Company as may be appropriate, including:

<PAGE>

                  (i)    serving as the  Company's  consultant  with  respect to
         formulation of investment criteria and preparation of policy Guidelines
         by the Board of Directors;

                  (ii)   representing   the  Company  in  connection   with  the
         purchase and commitment to purchase assets,  the sale and commitment to
         sell assets, and the maintenance and administration of its portfolio of
         assets;

                  (iii)  furnishing   reports  and   statistical   and  economic
         research to the Company  regarding  the  Company's  activities  and the
         services performed for the Company by the Manager;

                  (iv)   monitoring  and  providing to the Board of Directors on
         an ongoing  basis  price  information  and other  data,  obtained  from
         certain  nationally  recognized dealers that maintain markets in assets
         identified by the Board of Directors  from time to time,  and providing
         data and  advice  to the  Board of  Directors  in  connection  with the
         identification of such dealers;

                  (v)    providing the executive  and  administrative  personnel
         and office space and office services required in rendering  services to
         the Company;

                  (vi)   administering the day-to-day  operations of the Company
         and  performing  and   supervising   the   performance  of  such  other
         administrative  functions necessary in the management of the Company as
         may be agreed upon by the Manager and the Board of Directors, including
         the  collection of revenues and the payment of the Company's  debts and
         obligations and maintenance of appropriate computer services to perform
         such administrative functions;

                  (vii)  communicating on behalf of the Company with the holders
         of any equity or debt  securities of the Company as required to satisfy
         the reporting and other  requirements  of any  governmental,  bodies or
         agencies and to maintain effective relations with such holders;

                  (viii) to the extent  not  Otherwise  subject to an  agreement
         executed by the Company, designating a servicer for mortgage loans sold
         to the Company by  originators  and  arranging for the  monitoring  and
         administering of such servicers;

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

                  (x)    counseling the Company regarding the maintenance of its
         status  as a REIT  and  monitoring  compliance  with the  various  REIT
         qualification tests and other rules set out in the Code and regulations
         thereunder;

                  (xi)   engaging  in  hedging   activities  on  behalf  of  the
         Company,  consistent  with the Company's  status as a REIT and with the
         Guidelines; and

                                      -2-
<PAGE>

                  (xii)  upon request by and in accordance  with the  directions
         of the Board of Directors,  investing or  reinvesting  any money of the
         Company.

         (B)      REAL ESTATE  ASSET  PORTFOLIO  MANAGEMENT.  The  Manager  will
perform  portfolio  management  services  on  behalf  of OAIC and the  Operating
Partnership with respect to the Company's REIT  Investments.  Such services will
include,  but not be limited to,  consulting  the  Company on purchase  and sale
opportunities, collection of information and submission of reports pertaining to
the Company's assets, interest rates, and general economic conditions,  periodic
review and evaluation of the  performance of the Company's  portfolio of assets,
acting as liaison between the Company and banking, mortgage banking,  investment
banking  and  other  parties  with  respect  to  the  purchase,   financing  and
disposition  of assets,  and other  customary  functions  related  to  portfolio
management.  The  Manager  may  enter  into  subcontracts  with  other  parties,
including its Affiliates, to provide any such services to the Company.

         (C)      MONITORING  SPECIAL   SERVICING.   The  Manager  will  perform
monitoring  services  on behalf of the  Company  with  respect to the  Company's
portfolio of special  servicing rights.  Such monitoring  services will include,
but not be limited to, the following  activities:  negotiating special servicing
agreements;  serving as the  Company's  consultant  with  respect to the special
servicing of mortgage loans; collection of information and submission of reports
pertaining  to the mortgage  loans and to moneys  remitted to the Manager or the
Company; acting as a liaison between the servicers of the mortgage loans and the
Company and working  with  servicers to the extent  necessary  to improve  their
servicing  performance;  with respect to mortgage loans for which the Company is
special  servicer,  periodic  review and  evaluation of the  performance of each
servicer  to  determine  its  compliance  with the terms and  conditions  of the
related servicing  agreement;  review of and  recommendations as to fire losses,
easement problems and condemnation,  delinquency and foreclosure procedures with
regard to mortgage loans;  review of servicers'  delinquency,  foreclosures  and
other  reports on mortgage  loans;  supervising  claims filed under any mortgage
insurance  policies;  and enforcing the obligation of any servicer to repurchase
mortgage  loans.  The Manager may enter into  subcontracts  with other  parties,
including its Affiliates, to provide any such services for the Manager.

         (D)      MONITORING SERVICING.  The Manager will monitor and administer
the servicing of the Company's  Mortgage Loans,  other than loans pooled to back
MBS or pledged to secure MBS. Such monitoring and  administrative  services will
include,  but not be  limited  to,  the  following  activities:  serving  as the
Company's  consultant  with  respect to the  servicing of loans;  collection  of
information  and  submission of reports  pertaining to the mortgage loans and to
moneys remitted to the Manager or the Company by servicers;  periodic review and
evaluation of the  performance of each servicer to determine its compliance with
the terms and conditions of the servicing  agreement and, if deemed appropriate,
recommending to the Company the termination of such servicing agreement;  acting
as a liaison between servicers and the Company and working with servicers to the
extent  necessary  to  improve  their  servicing  performance;   review  of  and
recommendations   as  to  fire  losses,   easement  problems  and  condemnation,
delinquency and foreclosure procedures with regard to the Mortgage Loans: review
of  servicers'  delinquency,  foreclosing  and other  reports on Mortgage  Loam;
supervising  claims filed under any mortgage

                                      -3-
<PAGE>

insurance  policies;  and enforcing the obligation of any servicer to repurchase
Mortgage Loans from the Company.

         (E)      BEST EFFORTS.  The Manager agrees to use its  reasonable  best
efforts at all times in performing services for the Company hereunder.

         SECTION 3.  ADDITIONAL  ACTIVITIES  OF MANAGER.  Nothing  herein  shall
prevent the Manager or any of its Affiliates  from engaging in other  businesses
or from rendering services of any kind to any other person or entity,  including
investment  in, 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 as noted below, the Manager will not invest, and will not permit
any Affiliate of the Manager to invest, in a Subordinated Interest or Distressed
Real  Property  unless a majority of the  Independent  Directors  of the Company
decline,  on behalf  of the  Company,  to make the  investment.  To  assist  the
Independent Directors' review of such a potential investment,  the Manager shall
make available  information to assist the  Independent  Directors in determining
whether the investment is consistent with the  Guidelines,  whether the price is
fair  and  whether  the  investment  otherwise  is in the best  interest  of the
Company.  For a Distressed  Real  Property,  such  information  shall include an
appraisal  of an MAI  appraiser  who is  certified  or licensed in the state and
whose  compensation  is not  dependent on the  transaction.  For a  Subordinated
Interest,  such information shall include, to the extent available or reasonably
obtainable,  historical  information about the collateral and securities,  yield
tables that assume  losses on the  underlying  collateral  and a broker's  price
opinion  from a third party,  such as the  placement  agent of the  Subordinated
Interest.

         Notwithstanding the foregoing,  if the mortgage loans collateralizing a
Subordinated  Interest were owned by the Manager or an Affiliate of the Manager,
then the Manager or its affiliates may retain such Subordinated Interest without
offering the  investment to the Company.  Moreover,  if a large pool of mortgage
loans and REO  Properties  are offered  for sale by a third party  pursuant to a
competitive bidding process,  the Manager or its affiliates may bid on such pool
jointly with an  unaffiliated  entity,  as long as the Manager or its affiliates
take title only to the loans and not to the REO Properties.  In the alternative,
the Manager may,  but is not  required to,  invite the Company to bid jointly on
such a pool. If the Manager (or its  affiliates)  and the Company are successful
in such a bid,  the Manager  will take title to the loans and the  Company  will
take title to the real estate,  unless  otherwise  approved by a majority of the
Independent Directors.

         If the Company and the Manager (or its affiliates)  co-participate in a
loan, the terms of the  participation  would be structured so that Ocwen Federal
Bank FSB would service the loans and retain a market  servicing fee, after which
the  remaining  proceeds  from the loan would be shared pari passu in accordance
with the  ownership  interests  in the loan,  unless  another  arrangement  were
approved by a majority of the Independent Directors.

         Directors,  officers, employees and agents of the Manager or Affiliates
of the Manager may serve as directors,  officers, employees, agents, nominees or
signatories  for the REIT or any  

                                      -4-
<PAGE>

Subsidiary, 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 REIT's  Governing  Instruments.  When  executing  documents  or
otherwise  acting in such  capacities  for the Company,  such persons  shall use
their respective titles in the Company.

         SECTION 4.  COMMITMENTS.  In order to meet the investment  requirements
of the Company,  as determined by the Board of Directors  from time to time, the
Manager  agrees at the direction of the Board of Directors to issue on behalf of
the  Company  commitments  on such  terms  as are  established  by the  Board of
Directors,  including a majority of the Independent Directors,  for the purchase
of REIT Investments.

         SECTION 5.  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 REIT or any Subsidiary, 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 REIT or any
Subsidiary.

         SECTION 6.  RECORDS;   CONFIDENTIALITY.   The  Manager  shall  maintain
appropriate  books of  accounts  and  records  relating  to  services  performed
hereunder,  and such  books of  account  and  records  shall be  accessible  for
inspection by  representatives  of the REIT or any Subsidiary at any time during
normal  business  hours.  The  Manager  shall  keep  confidential  any  and  all
information  obtained in  connection  with the services  rendered  hereunder and
shall not disclose any such  information to  nonaffiliated  third parties except
with the prior written consent of the Board of Directors.

         SECTION 7.  OBLIGATIONS OF MANAGER.

         (a)      The Manager  shall  require each seller or  transferor of REIT
Investments to the Company to make such representations and warranties regarding
such REIT  Investments as may, in the judgment of the Manager,  be necessary and
appropriate.  In addition,  the Manager shall take such other action as it deems
necessary  or  appropriate  with  regard  to the  protection  of  the  Company's
investments.

         (b)      The Manager  shall  refrain from any action that,  in its sole
judgment made in good faith,  would adversely affect the status of the REIT as a
REIT or that, in its sole  judgment  made in good faith,  would violate any law,
rule or regulation of any governmental  body or agency having  jurisdiction over
the REIT or any  Subsidiary  or that would  otherwise  not be  permitted  by the
REIT's or Subsidiary's Governing Instruments.  If the Manager is ordered to take
any such action by the Board of Directors, the Manager shall promptly notify the
Board of Directors of the Manager's  judgment  that such action would  adversely
affect such status or violate any such law,  rule or regulation or the Governing
Instruments.   Notwithstanding  the  foregoing,   the  Manager,  its  directors,
officers,  stockholders  and  employees  shall not be  liable  to the REIT,  any
Subsidiary,   the  Independent  Directors,  or  the  REIT's  or  a  Subsidiary's
stockholders or partners for any act or 

                                      -5-
<PAGE>

omission by the Manager,  its  directors,  officers,  stockholders  or employees
except as provided in Section 11 of this Agreement.

         SECTION 8.  COMPENSATION.

         (a)      The REIT shall pay to the Manager, for services rendered under
this Agreement,  a quarterly base management fee in an amount equal to 1/4 of 1%
of the Average  Invested  Assets of the Company  during each fiscal quarter (pro
rata  amount  based on the  number of days  elapsed  during any  partial  fiscal
quarter), commencing with the first fiscal quarter after the Closing Date.

         (b)      The   Manager   shall  be   entitled   to  receive   incentive
compensation  for each fiscal  quarter in an amount  equal to the product of (A)
25% of the dollar  amount by which  (1)(a)  Funds from  Operations  (before  the
incentive  fee but after the base  management  fee) of the  Company per share of
Common Stock (based on the weighted average number of shares) (b) plus gains (or
minus losses) from debt  restructuring and sales of property per share of Common
Stock (based on the  weighted  average  number of shares),  exceed (2) an amount
equal to (a) the weighted average of the price per share at the initial offering
and the prices per share at any secondary offerings by the Company multiplied by
(b) the Ten-Year U.S.  Treasury  Rate plus five percent per annum  multiplied by
(B) the weighted  average  number of shares of Common Stock  outstanding  during
such period.  "Funds from  Operations"  shall be computed in accordance with the
definition thereof adopted by the National Association of Real Estate Investment
Trusts  ("NAREIT") and shall mean net income  (computed in accordance with GAAP)
excluding gains (or losses) from debt restructuring and sales of property,  plus
depreciation and amortization on real estate assets,  and after  adjustments for
unconsolidated  partnerships  and joint  ventures.  As used in  calculating  the
Manager's  compensation,  the term  "Ten  Year  U.S.  Treasury  Rate"  means the
arithmetic  average of the weekly average yield to maturity for actively  traded
current  coupon U.S.  Treasury  fixed  interest  rate  securities  (adjusted  to
constant  maturities of ten years) published by the Federal Reserve Board during
a quarter,  or, if such rate is not published by the Federal Reserve Board,  any
Federal Reserve Bank or agency or department of the federal government  selected
by the Company.  If the Company  determines in good faith that the Ten Year U.S.
Treasury Rate cannot be calculated as provided above, then the rate shall be the
arithmetic  average of the per annum average  yields to  maturities,  based upon
closing  asked prices on each  business day during a quarter,  for each actively
traded  marketable  U.S.  Treasury  fixed  interest  rate  security with a final
maturity  date not less than eight nor more than  twelve  years from the date of
the closing asked prices as chosen and quoted for each business day in each such
quarter in New York City by at least three recognized dealers in U.S. government
securities selected by the Company.

         (c)      The Manager  shall  compute  the  compensation  payable  under
Sections  8(a) and 8(b) of this  Agreement  within 45 days after the end of each
fiscal quarter.  A copy of the computations made by the Manager to calculate its
compensation  shall  thereafter  promptly be delivered to the Board of Directors
and, upon such delivery,  payment of the compensation earned under Sections 8(a)
and 8(b) of this Agreement shown therein shall be due and payable within 60 days
after the end of such fiscal quarter.

                                      -6-
<PAGE>

         (d)      The  Manager  may  charge  the  Company  for any out of pocket
expenses that the Manager incurs in connection  with any due diligence on assets
considered for purchase by the Company. Moreover, the Manager shall document the
time spent by the Manager's employees in performing such due diligence and shall
be  entitled  to  reimbursement  for the  allocable  portion of such  employees'
salaries and benefits.

         SECTION 9.  EXPENSES  OF THE  COMPANY.  The  Company or any  Subsidiary
shall pay all of its expenses  and shall  reimburse  the Manager for  documented
expenses of the Manager incurred on its behalf.

         SECTION 10.  CALCULATIONS OF EXPENSES. Expenses incurred by the Manager
on behalf of the Company shall be reimbursed  quarterly to the Manager within 60
days  after the end of each  quarter.  The  Manager  shall  prepare a  statement
documenting  the  expenses of the  Company and those  incurred by the Manager on
behalf of the Company  during each quarter,  and shall deliver such statement to
the Company within 45 days after the end of each quarter.

         SECTION 11.  LIMITS OF MANAGER  RESPONSIBILITY.  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,  including as set forth in Section 7(b) of this  Agreement.  The
Manager, its directors, officers,  stockholders and employees will not be liable
to the Company,  any Subsidiary,  the Independent  Directors or the Company's or
any  Subsidiary's  stockholders  or partners  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 constituting bad faith,
willful misconduct,  gross negligence or reckless disregard of their duties. The
Company  or a  Subsidiary  shall  reimburse,  indemnify  and hold  harmless  the
Manager, its stockholders, directors, officers and employees of and from any and
all expenses, losses, damages,  liabilities,  demands, charges and claims of any
nature whatsoever, (including 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 12.  NO JOINT  VENTURE.  The  Company  and the  Manager are not
partners  or joint  venturers  with  each  other  and  nothing  herein  shall be
construed to make them such partners or joint  venturers or impose any liability
as such on either of them.

         SECTION 13.  TERM;  TERMINATION.  This Agreement  shall commence on the
Closing  Date and shall  continue in force until the second  anniversary  of the
Closing Date,  and  thereafter,  it may be extended only with the consent of the
Manager and by the  affirmative  vote of a majority  of the Board of  Directors,
including a majority of the Independent Directors.

         Each  extension  shall be  executed  in writing by the  parties  hereto
before the  expiration  of this  Agreement or any extension  thereof.  Each such
extension shall not exceed twelve months.

                                      -7-
<PAGE>

         Notwithstanding any other provision to the contrary, this Agreement, or
any extension  hereof,  may be terminated by the Company,  upon 60 days' written
notice, by majority vote of the Independent Directors or by majority vote of the
Stockholders;  provided  that a  termination  fee,  equal to the sum of the base
management  fee and  incentive  management  fee earned  during the twelve months
preceding such termination, will be due.

         If this  Agreement  is  terminated  pursuant  to this  Section 13, such
termination shall be without any further liability or obligation of either party
to the other, except as provided in Section 16 of this Agreement.

         SECTION 14.  ASSIGNMENTS.

         (a)      Except as set forth in Section 14(b) of this  Agreement,  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 REIT with the consent of a majority of the Independent  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 REIT a
counterpart  of this Agreement  naming such assignee as Manager.  This Agreement
shall not be  assigned  by the REIT  without  the prior  written  consent of the
Manager,  except in the case of  assignment by the REIT to another REIT or other
organization  which is a  successor  (by  merger,  consolidation  or purchase of
assets) to the REIT, in which case such  successor  organization  shall be bound
hereunder and by the terms of such  assignment in the same manner as the REIT is
bound hereunder.

         (b)      Notwithstanding  any provision of this Agreement,  the Manager
may  subcontract  and assign any or all of its  responsibilities  under Sections
2(b),  2(c) and 2(d) of this  Agreement to any of its  Affiliates,  and the REIT
hereby consents to any such assignment and subcontracting.

         SECTION 15.  TERMINATION BY REIT FOR CAUSE.  At the option of the REIT,
this Agreement  shall be and become  terminated  upon 60 days' written notice of
termination  from the Board of Directors to the Manager,  without payment of any
termination fee, if any of the following events shall occur:

         (a)      if the Manager shall  violate any provision of this  Agreement
and, after notice of such  violation,  shall not cure such  violation  within 30
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,

                                      -8-
<PAGE>

consent or application against the Manager and continue undismissed for 30 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 30
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 30
days.

         (c)      If any of the  events  specified  in  Section  15(b)  of  this
Agreement  shall occur,  the Manager shall give prompt written notice thereof to
the Board of Directors upon the happening of such event.

         SECTION 16.  ACTION UPON TERMINATION. From and after the effective date
of  termination  of this  Agreement,  pursuant to Sections 13, 14, or 15 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   and,  if  terminated   pursuant  to  Section  13,  the  applicable
termination fee. 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 a
Subsidiary  all money  collected  and held for the  account of the  Company or a
Subsidiary 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 a Subsidiary;
and

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

         SECTION 17.  RELEASE OF MONEY OR OTHER  PROPERTY UPON WRITTEN  REQUEST.
The Manager agrees that any money or other property of the Company or Subsidiary
held by the  Manager  under  this  Agreement  shall  be held by the  Manager  as
custodian  for the Company or  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  any money or other
property  then  held  by the  Manager  for the  account  of the  Company  or any
Subsidiary  under this Agreement,  the Manager shall release such money or other
property to the Company or any  Subsidiary  within a reasonable  period of time,
but in no event later than 60 days following such request. The Manager shall not
be liable to the Company,  any  Subsidiary,  the Independent  Directors,  or the
Company's or a Subsidiary's  stockholders  or partners for any acts performed or
omissions to act by the Company or any  Subsidiary in connection  with the money
or other

                                      -9-
<PAGE>

property  released  to the Company or any  Subsidiary  in  accordance  with this
Section.  The  Company and any  Subsidiary  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 in accordance  with the terms
of this Section 17 of this Agreement. Indemnification pursuant to this provision
shall be in  addition  to any  right of the  Manager  to  indemnification  under
Section 11 of this Agreement.

         SECTION 18.  REPRESENTATIONS AND WARRANTIES.

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

                  (i)    The REIT is duly  organized,  validly  existing  and in
         good standing under the laws of the jurisdiction of its  incorporation,
         has the corporate  power to own its assets and to transact the business
         in  which  it is  now  engaged  and  is  duly  qualified  as a  foreign
         corporation  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 REIT and its subsidiaries,  taken as a whole. The REIT
         does not do business under any fictitious business name.

                  (ii)   The REIT  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.   No  consent  of  any  other  person
         including, without limitation,  stockholders and creditors of the REIT,
         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 REIT 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  REIT,  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 REIT enforceable against the REIT in accordance with its terms.

                  (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
         REIT, or any order, judgment,  award or decree of any court, arbitrator
         or  governmental  authority  binding  on the  REIT,  or  the  Governing
         Instruments  of,  or  any  securities  issued  by  the  REIT  or of any
         mortgage, indenture, lease, contract or other agreement,  instrument or
         undertaking to which the REIT is a party or by which the REIT 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

                                      -10-
<PAGE>

         REIT 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 REIT as
follows:

                  (i)    the Manager is duly organized,  validly existing and in
         good standing under the laws of the jurisdiction of its formation,  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  partnership  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.   No  consent  of  any  other  person
         including,  without limitation,  partners 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
         agent  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.

                  (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
         partnership agreement 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.

                                      -11-
<PAGE>

         SECTION 19.  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  delivered  against  receipt or upon actual  receipt of
registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed as set forth below:

         (a)      If to the REIT:

                           Ocwen Asset Investment Corp.
                           The Forum, Suite 1000
                           1675 Palm Beach Lakes Blvd.
                           West Palm Beach, FL 33401
                           Attention:  Secretary

                  with a copy given in the manner prescribed above, to:

                           George C. Howell, III, Esquire
                           Hunton & Williams
                           951 East Byrd Street
                           Richmond, Virginia 23219-4074

         (b)      If to the Manager:

                           Ocwen Capital Corporation
                           The Forum, Suite 1000
                           1675 Palm Beach Lakes Blvd.
                           West Palm Beach, FL 33401
                           Attention:  Secretary

                  with a copy given in the manner prescribed above, to:

                           George C. Howell, III, Esquire
                           Hunton & Williams
                           951 East Byrd Street
                           Richmond, Virginia 23219-4074

         Either  party may alter the address to which  communications  or copies
are to be sent by giving notice of such change of address in conformity with the
provisions of this Section 19 for the giving of notice.

         SECTION 20.  BINDING NATURE OF AGREEMENT;  SUCCESSORS AND ASSIGNS. This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective heirs, personal representatives,  successors and assigns as
provided herein.

                                      -12-
<PAGE>

         SECTION 21.  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 22.  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
Commonwealth of Virginia,  notwithstanding any Virginia or other conflict-of-law
provisions to the contrary.

         SECTION 23.  INDULGENCES,  NOT  WAIVERS.  Neither  the  failure nor any
delay on the part of a party to exercise any right,  remedy,  power or privilege
under this Agreement shall operate as a waiver thereof,  nor shall any single or
partial exercise of any right,  remedy, power or privilege preclude any other or
further exercise of the same or of any other right,  remedy, power or privilege,
nor shall any waiver of any right,  remedy,  power or privilege  with respect to
any  occurrence  be  construed  as a  waiver  of such  right,  remedy,  power or
privilege  with  respect to any other  occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

         SECTION 24.  COSTS AND  EXPENSES.  Each party hereto shall bear its own
costs  and  expenses  (including  the  fees and  disbursements  of  counsel  and
accountants) incurred in connection with the negotiations and preparation of and
the closing under this Agreement, and all matters incident thereto.

         SECTION 25.  TITLES  NOT  TO  AFFECT  INTERPRETATION.   The  titles  of
paragraphs and  subparagraphs  contained in this  Agreement are for  convenience
only,  and they neither form a part of this Agreement nor are they to be used in
the construction or interpretation hereof.

         SECTION 26.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed
in any number of  counterparts,  each of which shall be deemed to be an original
as against any party whose  signature  appears  thereon,  and all of which shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall  bear  the  signatures  of all  of the  parties  reflected  hereon  as the
signatories.

         SECTION 27.  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.

         SECTION 28.  GENDER.  Words used  herein  regardless  of the number and
gender  specifically  used,  shall be deemed and  construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires.

                                      -13-
<PAGE>

         SECTION 29.  COMPUTATION OF INTEREST.  Interest will be computed on the
basis of a 360-day year consisting of twelve months of thirty days each.

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

                                             OCWEN ASSET INVESTMENT CORP.


                                             By:
                                                --------------------------------

                                             Name:
                                                  ------------------------------

                                             Its:
                                                 -------------------------------


                                             OCWEN CAPITAL CORPORATION


                                             By:
                                                --------------------------------

                                             Name:
                                                  ------------------------------

                                             Its:
                                                 -------------------------------

                                      -14-