MANAGER'S AGREEMENT, SUBORDINATION
                            AND CONSENT TO ASSIGNMENT
                                                                 Loan No. 99-086

       The undersigned, Corporate Realty Income Fund I, L.P., a Delaware limited
partnership ("Manager"), acknowledges and agrees to the following:

       (A) Manager has entered into that certain Management Agreement dated July
1, 1999  ("Contract")  with 475 Fifth  Avenue  Limited  Partnership,  a Delaware
limited partnership ("Assignor"), pursuant to which the Manager shall manage the
real property ("Property") commonly known as 475 Fifth Avenue, 475 Fifth Avenue,
New York, New York;

       (B) Assignor is obtaining a loan  ("Loan")  from Heller  Financial,  Inc.
(Heller  Financial,  Inc.,  its  successors  and assigns,  is herein  called the
"Assignee")  which is secured by, among other things, a Mortgage  Consolidation,
Assignment of Rents, Security Agreement and Fixture Filing of even date herewith
("Mortgage")  encumbering the Property, which Mortgage contains an assignment to
Assignee of Assignor's rights in the Contract; and

       (C) Assignor has informed Manager that the execution and delivery of this
Manager's Agreement,  Subordination and Consent to Assignment ("Agreement") is a
condition  precedent to the funding of and a material  inducement to Assignee to
make the Loan.

       In  consideration  of the  foregoing  and to induce  Assignee to make the
Loan, Manager agrees as follows:

       1. Manager  consents to the foregoing  assignment  ("Assignment")  of the
Contract by Assignor contained in the Mortgage, and to each of the terms thereof
notwithstanding anything to the contrary in the Contract.

       2.  Manager  shall not  modify the  Contract  without  the prior  written
approval of Assignee.

       3. If  Assignee  delivers  written  notice to Manager  that  Assignee  is
exercising its rights under the foregoing Assignment, Manager shall continue, at
Assignee's  written  direction,  to perform  services for Assignee in accordance
with the Contract,  provided that Assignee pays to Manager (i) prior to the date
Assignee  takes title to or assumes  possession or control of the  Property,  as
mortgagee in possession or otherwise,  all costs and expenses  arising after the
date of such  notice  including  for  persons  employed  on the site  performing
management services, together with a reasonable fee for accounting and reporting
services,  except that Assignee  shall not be required to pay any  contractually
required management fee and (ii) from and after the date Assignee takes title to
or assumes possession or control of the Property,  as mortgagee in possession or
otherwise, all fees (including any contractually required management fee), costs
and  expenses  pursuant to the  Contract  for  services  rendered  to  Assignee,
notwithstanding  Assignor's  default  under,  or breach of, the  Contract or any
counterclaim, right of set-off, defense or like right


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against  Assignor.  However,  it is expressly  understood  that  Assignee has no
obligation  to  Manager  to  exercise  Assignee's  rights  under  the  foregoing
Assignment or to take title to or assume  possession or control of the Property,
but that the option to exercise  such  rights  rests in the sole  discretion  of
Assignee.

       4. Provided that Manager has received any amounts payable to Manager from
Assignee to which it is entitled  under  Paragraph 3 hereof,  Manager  shall not
terminate  the  Contract or cease to perform  its  services  thereunder  for any
reason,  including,  but not limited to, Assignor's failure to make any payments
to Manager,  without  giving  written  notice to Assignee of such  intention  to
terminate or cease performing its services at least ten (10) business days prior
thereto,  in order that  Assignee  may  exercise  its rights as described in the
Assignment and this Agreement.

       5. If  Assignee  exercises  its rights  under the  foregoing  Assignment,
Manager agrees that Assignee  shall have no personal  obligations or liabilities
under the Contract or the Assignment,  except as specifically  provided  herein,
and the sole right and  remedy of the  Manager  as  against  Assignee  under the
Contract or under this  Agreement  shall be  enforcement  of the Manager's  lien
rights,  if any,  against the  Property.  Whether or not Assignee  exercises its
rights under the  Assignment,  Assignee  shall have the right to  terminate  the
Contract  without  the  payment of any  termination  fee or penalty  (other than
payments  agreed to by Assignee  pursuant to  Paragraph 3 hereof)  upon five (5)
days' prior written notice to Manager at any time following the occurrence of an
"Event of Default" under the Mortgage.

       6. Manager  shall not accept a management  fee in excess of three percent
(3%) of the gross income from the Property at any time there exists an "Event of
Default"  under the  Mortgage.  Any such  excess  received  by the  Manager,  or
prepayment to Manager made more than thirty (30) days in advance of its due date
(whether or not an Event of Default shall have  occurred),  shall be immediately
remitted to Assignee.

       7. Until the Loan has been repaid in full and any claim against  Assignor
or Assignee  made by any person with  respect to the  Property is  extinguished,
Manager  shall,  from time to time,  at no cost to Assignee,  but only after the
occurrence of an "Event of Default" under the Mortgage, furnish to Assignee upon
written  request  any  material  information  Manager  may  have  regarding  the
management and operation of the Property.

       8. Additionally,  Manager represents that there are no defaults under the
Contract, no event has occurred that but for the giving of notice or the passage
of time, or both, would constitute a default under the Contract,  Manager has no
counterclaim,  right of  set-off,  defense or like  right  against  Assignor  or
Assignee,  and Manager has been paid all amounts due for its services as of this
date, other than amounts that are not yet due.

       9. This  agreement  shall be  governed  by,  and shall be  construed  and
enforced in accordance with, the internal laws of the State of Illinois, without
regard to conflicts of law principles.

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       IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
____ day of August, 1999.


                                       MANAGER:

                                       Corporate Realty Income Fund I, L.P.,
                                       a  Delaware limited partnership


                                       By:   1345 Realty  Corporation,  a ______
                                             corporation, a general partner

                                             By:
                                             Name:
                                             Its:


                                       By: ____________________________________
                                            Robert F.  Gossett,  Jr.,
                                            an individual, a general partner

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