MANAGEMENT AGREEMENT


THIS AGREEMENT, dated the 1st day of October, 1997, is made by and between AEGIS
REALTY, INC. SUMMIT INSURED EQUITY L.P., SUMMIT INSURED EQUITY II L.P. AND AEGIS
REALTY OPERATING PARTNERSHIP, L.P. as ("OWNER") and RCC PROPERTY ADVISORS,
("RCC"), A Florida General Partnership, by its General Partner PRR Realty
Associates, Inc.

                                 P R E A M B L E
                                 ---------------

OWNER owns certain properties located as indicated in Exhibit "A". The
properties, together with the improvements constructed thereon, are operated as
shopping centers under the names indicated in Exhibit "A", and hereinafter known
as the "PROJECTS".

OWNER desires to retain the services of RCC as its exclusive managing agent and
as its exclusive leasing and brokerage agent, in accordance with the terms and
conditions set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. AGENCY. OWNER hereby appoints RCC as its exclusive managing agent, on an
independent contractor basis and not as an employee of OWNER, and RCC hereby
accepts the appointment, subject to the terms and conditions of this Agreement.

2. DUTIES OF MANAGER. RCC shall, on behalf of and as agent for and at the
expense of OWNER, perform all services reasonably required in connection with
the prudent day-to-day management and operation of the PROJECTS. RCC agrees to
provide and perform the services and duties required of it in a prudent manner,
and shall diligently and faithfully manage and operate the PROJECTS in
accordance with standards reasonably applicable to projects of similar size and
character and, subject to the terms hereof, in compliance with all mortgages,
leases, budgets, cash and financial constraints and other Agreements it knows of
and or is made or becomes aware of pertaining to or governing the operation of
the PROJECTS, in compliance with the requirements of all controlling
governmental authorities, and in compliance with reasonable directions made by
OWNER from time to time.

     2.01 After the execution of this Agreement, prior to the commencement date
of each calendar year thereafter (if this Agreement is still in full force and
effect), to submit to OWNER for OWNER's approval, proposed operating budgets for
the PROJECTS, setting forth the estimated receipts and expenses relating to the
PROJECTS for the ensuing calendar year. From time to time during the calendar
year as and when revisions in the APPROVED BUDGET become necessary both the
OWNER and RCC shall review and agree on same. If OWNER does not approve of any
budget submitted by RCC, OWNER shall give RCC written notice of such disapproval
within ten (10) days after the budget is submitted to OWNER, which notice shall
specify the line items or amounts that are not approved by OWNER and shall set
forth reasonable alternative line items and/or amounts


<PAGE>


satisfactory to OWNER. If such written notice of disapproval is not received by
RCC within ten (10) days, then the budget shall be deemed approved by the OWNER,
subject to above noted revisions. If RCC agrees to OWNER's changes in any
budget, RCC shall so notify OWNER in writing within ten (10) days after receipt
of OWNER's notice, and if not then the parties shall meet or discuss in good
faith and resolve any differences within thirty (30) days after RCC's receipt of
OWNER's revised budget. The operating budget, as approved by the OWNER is
hereinafter referred to as the "APPROVED BUDGET". RCC shall in good faith use
its best efforts as economically reasonable and typical to implement the
APPROVED BUDGET and shall be authorized, without the need for further approval
of OWNER, to make the expenditures and incur the obligations provided for in the
APPROVED BUDGET. In the event that a submitted budget is rejected by OWNER, RCC
shall operate under the last APPROVED BUDGET on an item-by-item basis until a
revised budget is approved in writing by OWNER.

     2.02 To use its best efforts to lease space now or hereafter becoming
vacant, including but not limited to the subcontracting to local agents, a
portion of same.

     2.03 OWNER shall from time to time establish and notify RCC in writing of
reasonable guidelines for the basic rents, terms and provisions to be contained
in tenant leases, and RCC may execute leases as OWNER's agent and on behalf of
OWNER on terms not less favorable to OWNER than those set forth in such
guidelines, or on such other terms as are approved by OWNER in writing. OWNER
has set out an approved lease form and shall have the right to direct RCC as to
reasonable lease terms to be utilized in the leasing of space within the
PROJECTS and, in that event, RCC shall be authorized to execute leases for the
PROJECTS on such form(s); provided, however, no such lease shall contain any
changes which are material and adverse to OWNER, without OWNER's prior consent.
In addition to RCC'S authority granted herein to execute leases as OWNER's
agent, at the request of RCC, and upon OWNER's approval, OWNER will execute a
lease or give RCC specific authority to execute a lease otherwise found
acceptable to OWNER.

     2.04 To perform all OWNER's obligations to the tenants of the PROJECTS
pursuant to the various tenant leases, and to respond to all tenant requests and
complaints.

     2.05 To collect all rents and other monies of any kind whatsoever due OWNER
from tenants and to take any and all action which is reasonably necessary to
enforce such collection of rents due OWNER from the various tenants of the
PROJECTS or enforce their respective lease obligations, include filing of suit;
to sign and serve in the name of OWNER such notices as are deemed necessary by
RCC in enforcement of the tenant leases; to institute and prosecute legal
actions or proceedings for the collection of rent and other monies due OWNER,
the enforcement of the PROJECTS' leases and/or the dispossession of the various
tenants of the PROJECTS, and in connection therewith to engage legal counsel,
and where expedient, to settle, compromise and release such actions or
proceedings or reinstate such tenancies.

     2.06 To advise the OWNER promptly, with confirmation in writing, of the
service upon or delivery to RCC of any summons, subpoena, or other legal
document including, without limitation, notices, letters or other communications
setting out or claiming an actual or alleged potential liability of OWNER or any
violation of any statute, ordinance, law or other governmental rule or
regulation.


<PAGE>


     2.07 To promptly notify OWNER of any actual or threatened condemnation
which RCC has actual notice of and which may effect the PROJECTS or the area in
the general vicinity thereof.

     2.08 To obtain and renew such permits and licenses as shall be necessary in
connection with the management and operation of the PROJECTS and comply where
reasonably possible with all statutes, ordinances, laws or other governmental
rules or regulations.

     2.09 To contract for, purchase and pay for all utilities, repairs,
maintenance, services, alterations, equipment, personal property, supplies and
materials as may be deemed necessary or appropriate from time to time in
connection with the prudent management and operation of the PROJECTS, and to do
all things necessary to maintain the PROJECTS in a clean, safe and orderly
condition, subject to the limitations set forth in Section 3.

     2.10 To administer and supervise all contracts on Owner's behalf, and the
obligations of the contracting parties, for all services, labor and materials to
be supplied to or for the PROJECTS.

     2.11 To promptly and timely pay all debts and other obligations of OWNER
with respect to the PROJECTS, including amounts due pursuant to mortgage loans
encumbering the PROJECTS, and all sales and use taxes, and real estate taxes,
assessments, and like charges, unless otherwise directed by OWNER, providing
cash is available to do so.

     2.12 To establish and maintain, as are now provided, accurate and complete
books of account with proper entries of all receipts, income and disbursements
pertaining to the PROJECTS, which books of account shall be and remain the
property of OWNER and shall be available to OWNER and its representative for
inspection at any time during regular business hours, and to prepare and furnish
reasonable financial reports and statements of the PROJECTS activities in
accordance with provisions of Section 6 of this Agreement.

     2.13 To review all bills and statements received for services, work,
supplies and other expenditures incurred by or on behalf of OWNER in connection
with the maintenance, operation and property level ownership of the PROJECTS and
to pay or cause to be paid in a timely fashion all such expenses, unless
otherwise directed by OWNER.

     2.14 To review and make comment on, at the request of OWNER, all hazard,
liability and other insurance carried for or by OWNER in connection with the
PROJECTS. All insurance liability policies shall name RCC, its agents and
employees as an additional insured, and shall provide that the policy may not be
canceled or the coverage reduced without at least thirty (30) days written
notice to RCC. RCC shall have the power and authority to settle and compromise
claims against insurance companies, provided however that in the event any
settlement would be insufficient to cover any loss incurred by, or claim against
OWNER for which the insurance proceeds are payable (exclusive of any deductible)
RCC shall not settle or compromise such claim without the written consent of
OWNER.

     2.15 To perform any and all other acts, and to take any and all other
action, reasonably necessary or appropriate in the prudent management and
operation of the PROJECTS.


<PAGE>


3. LIMITATIONS ON AUTHORITY. Notwithstanding anything contained herein to the
contrary, without the prior consent of OWNER, RCC shall not:

     3.01 Execute any contract, purchase or pay for any item or thing; or incur
any indebtedness on behalf of OWNER, exceeding in any instance the sum of $2,500
except where the expense incurred is specifically provided for in the APPROVED
BUDGET. In addition, emergency repairs, including, but not limited to, those
immediately necessary for the preservation and safety of the PROJECTS or the
tenants or other persons, or required to avoid the suspension of any necessary
service to the PROJECTS or to comply with any applicable, laws, order or
regulation may be made by RCC, if RCC is unable to communicate promptly with
OWNER, provided RCC notifies OWNER.

4. ACCOUNTS. All monies received by RCC for or on behalf of OWNER shall be
deposited in an account(s) in the name of the OWNER, in a financial
institution(s) to be approved by OWNER. All funds deposited in OWNER's account
and not applied to the payment of OWNER's expenses as herein provided, shall be
retained in OWNER's account(s) until such time as OWNER deems that there are
excess funds to be distributed to the OWNER.

5. EXPENSES. Except as otherwise provided in this Agreement, all expenses of any
kind or nature which are incurred or to be incurred in connection with the
operation, leasing, ownership, maintenance, repair, or improvement of the
PROJECTS, shall be the responsibility and obligation of OWNER, and OWNER agrees
to indemnify and hold RCC and its agents and employees, harmless from claims
action, liability, loss, damage, or a suit arising from such above referenced
events or services or actions. Such expenses shall include RCC's cost for
postage, long distance phones, overnight delivery service (Federal Express, UPS
or other) and travel ( a minimum of two visits per calendar year) related to the
PROJECTS. To the extent available, all such expenses shall be paid out of the
income from the PROJECTS, and to the extent sufficient funds are not available
OWNER shall pay or advance funds for the payment of such expenses which have
been or are to be incurred out of its own funds upon written demand by RCC. In
the event OWNER fails to pay an expense in connection with the PROJECTS, RCC
shall have the right (but not the obligation) to (i) pay for such expense and in
that event RCC shall have the option to deduct the amount paid by RCC from
future income of the PROJECTS and retain same as reimbursement for such payment;
and/or (ii) send written notice to OWNER demanding a reimbursement for such
payment in which event OWNER shall reimburse RCC in full within ten (10) days of
such demand. In any event, failure by OWNER to pay any expense incurred or to be
incurred in connection with the PROJECTS shall constitute a default of this
Agreement.

6. FINANCIAL AND INCOME TAX REPORTS. RCC shall prepare and distribute to OWNER,
or parties specified by OWNER, the following financial and income tax reports
and information:

     6.01 Within fifteen (15) days after the end of each calendar month, except
the months which end a calendar quarter, a statement of assets, liabilities and
OWNER's equity/deficit, a statement of income and expenses and such other
statements as may be reasonably requested by OWNER.

     6.02 Within thirty (30) days after the end of OWNER's tax year, if
requested in writing by


<PAGE>


the OWNER, the necessary supporting schedules from the books of account for
submission to the accountants designated by OWNER for the preparation of Federal
Income Tax, State Income Tax, Personal Property and Intangible Tax returns and
any filings required by the SEC, or caused by the nature of the REIT structure
of the OWNER.

7. EMPLOYEES. RCC shall have the right to utilize its own employees in
connection with the performance of maintenance and other services for the
PROJECTS, and in that event OWNER shall reimburse for the reasonable cost of
such services while being performed for OWNER, including, but not limited to,
salary, fringe benefits, payroll taxes and other employee costs. Notwithstanding
the foregoing, OWNER shall not be required to reimburse RCC for costs associated
with its executive or administrative personnel, unless special services are
required and requested. Additional management charges to OWNER, requires OWNER'S
written consent.

8. SECURITY DEPOSITS. Unless OWNER directs otherwise, all security deposits
collected by RCC pursuant to the various tenant leases shall be remitted to
OWNER unless required to be held in escrow. OWNER shall be responsible for the
payment of all or any portion of any security deposit to be returned to any
tenant, if sufficient funds are otherwise unavailable to RCC from the operations
of the project.

9. TERM

     9.01 This Agreement shall commence on the 1st day of October 1997 , and
shall continue in full force and effect for an INITIAL TERM of one (1) year from
such commencement date, and thereafter, shall be automatically extended for
successive terms of one (1) year, unless either party elects not to extend the
term by delivering written notice to the other party at least ninety (90) days
prior to the expiration of the then existing term, or unless this Agreement is
otherwise terminated as hereinafter provided.

     9.02 After not less than thirty (30) days notice, or upon the transfer of
title to the PROJECTS by OWNER to a person or entity that is independent of
OWNER, either party may terminate this Agreement, provided, however, that in the
event OWNER executes a contract for sale or option to sell the PROJECTS, OWNER
shall forthwith notify RCC in writing that said contract has been executed and
as to the approximate closing date.

     9.03 In the event of default by either party which is not cured as soon as
reasonably practical after a written notice specifying the default is delivered
to the defaulting party and in any event within ten (10) days as to a monetary
default, and thirty (30) days as to a non-monetary default, except that if such
non-monetary default is not capable of being cured within such thirty (30) days
then this period of time will be extended for a reasonable amount of time so
long as to the defaulting party is diligently proceeding to cure such default,
then the non-monetary defaulting party may terminate this Agreement immediately
upon written notice to the defaulting party.

     9.04 In the event either party is adjudicated as bankrupt, or institutes
legal proceedings seeking relief for protection from its creditors, or in the
event a receiver or trustee is appointed to take possession of all or a
substantial portion of the assets of such party, then either party may


<PAGE>


immediately upon written notice by the other party, terminate this Agreement.

     9.05 If RCC fraudulently misuses any funds held by it on behalf of OWNER or
engages in any other fraudulent conduct, OWNER may terminate this Agreement
immediately upon written notice to RCC, provided however that if such misconduct
is engaged in by an employee other than a principal of RCC, OWNER shall not have
the right to terminate this Agreement if RCC immediately compensates OWNER for
any and all losses, costs and expenses incurred by OWNER as a result thereof,
and RCC evidences to OWNER's reasonable satisfaction that it has terminated the
employment of such employee and it has taken appropriate steps reasonably
satisfactory to OWNER to provide safeguards to ensure that such misconduct will
not occur in the future by any other employees.

     9.06 Upon termination of this Agreement for any reason, and payment of any
fees due RCC, RCC shall delivery to OWNER all leases, accounting records and
files relating to the PROJECTS, and all funds of OWNER then remaining in RCC's
possession, together with such authorizations and letters of direction addressed
to tenants, occupants, suppliers, employees, bankers and other parties as OWNER
may reasonably require; and RCC shall cooperate with OWNER in the transferring
of management responsibilities to OWNER or its designee.

     10. INDEMNIFICATION. OWNER agrees to indemnify and hold RCC harmless, from
and against any and all claims, costs, damages, liabilities, and expenses of any
kind or nature whatsoever, including attorney's fees and court costs, arising
out of the management or operation of the PROJECTS, or from damages or injuries
to persons or property resulting from any cause whatsoever in, on or about the
PROJECTS and, at OWNER's cost and expense, to defend any action or proceeding
against RCC arising therefrom. Notwithstanding the foregoing, OWNER shall not be
required to indemnify RCC against claims or damages suffered as a result of the
gross negligence or willful misconduct of RCC, or any willful violation by RCC
of any applicable statute, ordinance, law or governmental rule or regulation, or
any act outside of the authority granted RCC pursuant to this Agreement on the
part of RCC, and RCC agrees to indemnify and hold OWNER harmless from and
against all claims and damages arising out of the foregoing, including OWNER's
reasonable attorney's fees and court costs.

     11.  NOTICES.  All written  notices to be given  pursuant to this Agreement
shall be  given in  writing  at the  following  addresses  unless  either  party
notifies the other party in writing of a change of address:

          11.01 OWNER:   AEGIS REALTY, INC., SUMMIT INSURED EQUITY L.P., SUMMIT
                         INSURED EQUITY II L.P. AND AEGIS REALTY OPERATING
                         PARTNERSHIP, L.P.
                         c/o Bruce Brown
                         The Related Companies
                         625 Madison Avenue
                         Suite 900
                         New York, NY 10022


<PAGE>


          11.02 RCC:     RCC Property Advisors, A Florida General Partnership
     
                         By: PRR Realty Associates, Inc. a
                         Florida corporation, General Partner
                         15127 Jog Road, Suite 210
                         Delray Beach, Florida 33446
     
Notice by certified mail, return receipt requested, shall be effective the day
after mailing, and notice any other means shall only be effective upon receipt
by the party being notified.

     12. DAMAGE, CONDEMNATION AND FORCE MAJEURE.

         12.01 Damage and Repair. Intentionally Omitted

         12.02 Condemnation. In the event all or substantially all of the 
PROJECTS are taken in any eminent domain, condemnation, or similar proceeding by
any governmental or quasi-governmental authority, this Agreement shall terminate
as of the date such taking is final, and OWNER and RCC shall each have the right
to initiate such proceedings as they deem advisable to recover any damages to
which they may be entitled due to such taking.

         12.03 Force Majeure. If acts of war, civil disturbance, governmental
action, including the revocation of any license or permit necessary for the
operation of the PROJECTS where such revocation is not due to RCC's fault, or
any other cause beyond the control of RCC, shall in RCC's reasonable opinion
have a significant adverse effect upon the operations of the PROJECTS, then RCC
shall be entitled to terminate this Agreement upon thirty (30) days written
notice to OWNER.

     13. EXTRAORDINARY SERVICES. The parties acknowledge that the services to be
performed by RCC hereunder only include the normal and customary activities,
associated with the day-to-day management and operation of the PROJECTS, and do
not include extraordinary services such as activities associated with the repair
or reconstruction of the PROJECTS or any portion thereof after damage or
destruction by casualty; activities associated with substantial renovation and
remodeling, or compliance with new governmental requirements that may impose
extraordinary burdens upon RCC. However, RCC may agree to perform such services
on behalf of OWNER by written agreement of the parties, for an additional fee to
be agreed upon, as set forth in Exhibit B.

     14. ADDITIONAL MANAGEMENT SERVICES. Notwithstanding anything contained
herein to the contrary, the OWNER acknowledges that RCC, at OWNER's request,
will perform certain additional management services for or on behalf of OWNER.
These additional management services shall include the preparation and filing of
governmental required reports; coordination of the preparation and filing of
Federal and State Income tax returns; administration of partnership, loan,
mortgage and similar agreements for compliance with specific terms and
conditions contained therein; coordination of legal and other professional
services; preparation of various reports beneficial to the OWNER; and certain
other additional management services that may be reasonably requested by


<PAGE>


OWNER. RCC further agrees to perform these additional management services for
the management fee set forth in Exhibit B.

     Further both OWNER and RCC agree that by the attached letter (Exhibit "C"),
additional PROJECTS may be added to the Contract at the same rate, cost and
expense ,under the same terms and conditions as provided for herein.

     15. SALE OR FINANCING OF THE PROJECT. Intentionally Omitted

     16. ASSIGNMENT. Neither party shall have the right to assign the Agreement,
or any rights or obligations  herein,  without the prior written  consent of the
other party.

     17. BINDING EFFECT. This Agreement is binding upon the successors and
assigns of the parties hereto.

     18. COMPLETE AGREEMENT. This Agreement constitutes the complete agreement
of the parties, and no prior written or oral agreements or understandings shall
be of any force or effect.

     19. ATTORNEY'S FEES. In the event either party commences litigation in
order to enforce its rights hereunder, the prevailing party in such litigation
shall be entitled to recover its costs and reasonable attorney's fees from the
other party.

     20. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.

     21. AMENDMENTS. All amendments or modifications to this Agreement shall be
in writing and signed by the parties, and no oral amendments or modifications
shall be enforceable.

     22. CAPTIONS. Captions utilized in this Agreement are for reference
purposes only and shall be used to interpret, limit and define the terms and
provisions of this Agreement.


<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated below:

                                        OWNER: AEGIS REALTY, INC.

/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        OWNER: SUMMIT INSURED EQUITY L.P.
                                        a Delaware Limited Partnership,

                                        By:  AEGIS Realty Operating
                                               Partnership, L.P.,
                                             Its General Partner

                                             By:  AEGIS Realty, Inc.,
                                                  Its General Partner

/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        OWNER: SUMMIT INSURED EQUITY II L.P.
                                        a Delaware Limited Partnership,

                                        By:  AEGIS Realty Operating
                                               Partnership, L.P.,
                                             Its General Partner

                                             By:  AEGIS Realty, Inc.,
                                                  Its General Partner
/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        OWNER: AEGIS REALTY OPERATING
                                          PARTNERSHIP, L.P.

                                        By:  AEGIS Realty, Inc.
                                             Its General Partner

/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        MANAGER:

                                        RCC PROPERTY ADVISORS
                                          a Florida Partnership

                                        By:  PRR REALTY ASSOCIATES, INC.
                                             a Florida Corporation,
                                             General Partner

/s/  Linda Garcia                       By:  /s/  Paul R. Rutledge
     ----------------------------            ----------------------------------
                                             Paul R. Rutledge
     ----------------------------            As President for the Corporation
     WITNESSES:


<PAGE>



                                    Exhibit A
                              Schedule of Projects

Name                 Address                   City                      Size


1.   Westbird        11423-11499
                     S.W. 40th Street          Miami, FL                 100,087

2.   Pablo           1822-2280
                     South Third Street        Jacksonville Bch, FL      140,922

3.   Hickory         5753-5771
                     Nolensville Rd.           Nashville, TN              67,336

4.   Southaven       453-521
                     Stateline Rd.             Southaven, MS              83,750

5.   Townwest        5615-5633
                     W. 38th Street            Indianapolis, IN           88,200

6.   Cactus          4312-4414
                     West Cactus Rd.           Phoenix, AZ                72,598

7.   Highland        901 S.W. Highland Drive   Gresham, OR                74,764

8.   Winery          1955 W. Texas Street      Fairfield, CA             121,950

9.   Mt. View        4002 U.S. Highway 78      Snellville, GA             99,908

10.  Rolling Hills   7012-7076
                     E. Golf Links Rd. and
                     513-631 S. Kolb Rd.       Tucson, AZ                101,864

11.  Kokomo          S. Reed Rd.               Kokomo, IN                 89,546

12.  Forest Park     1212-1250
                     W. Kemper Rd.             Cincinnati, OH             92,824

13.  Mt. Park        4750 Alabama Rd.          Roswell, GA                77,686

14.  Applewood       96th & "Q" Streets        Omaha, NE                 101,130



<PAGE>



                                   EXHIBIT "B"

COMPENSATION. In consideration for the performance of its duties hereunder, RCC
shall be entitled to receive and OWNER shall pay the RCC the following
compensation:

MANAGEMENT FEE. Each month OWNER shall pay to RCC a management fee equal to four
and one half (4.5%) percent of the gross receipts, collections, or revenues as
hereinafter defined, actually collected by RCC for OWNER's account after the
date hereof until the termination of this Agreement, whichever is greater. Said
fee shall be payable monthly no later than ten (10) days after the end of each
calendar month, based upon the gross receipts, collections or revenues collected
during said calendar month. Gross receipts, collections or revenues shall mean
all amounts collected from tenants, subtenants and occupants of the PROJECTS,
including but not limited to minimum rent, percentage rent, payments collected
in excess of fixed rents on account of real estate taxes, common area
maintenance, utility charges or similar costs. The management fee shall be
prorated on a per diem basis for any portion of the first and last month for
which this Agreement shall be in effect.

RCC is hereby authorized and instructed to disburse compensation established in
this section from any funds held on or for the account of OWNER. If such funds
held on or for OWNER's account are insufficient to satisfy compensation due RCC
hereunder, RCC shall invoice OWNER for such unsatisfied portion and OWNER shall
pay to RCC all such amounts within ten (10) days.


LEASING FEE. OWNER hereby engages the services of RCC, as its exclusive leasing
agent. As to each tenant lease for the PROJECTS entered into by OWNER while this
Agreement is in effect, OWNER shall pay RCC, a leasing fee equal to the sum of
the amounts derived by multiplying the various percentages included in the
following schedule by the minimum rental and all charges to be paid during the
applicable lease year(s) of the INITIAL TERM of the lease, including fixed
minimum rent increases specified or minimum percentage increases or increases
otherwise determinable.

                         Percentage   Lease Year
                         -----------------------

                     5% 1 through 5 of INITIAL  TERM
                     3% 6 through end of INITIAL TERM

     An additional leasing fee equal to one-half (1/2) of the amount computed to
the above-mentioned shall be paid on the renewal, extension, or expansion of any
tenant lease which is in occupancy or under lease, but by its terms does not
provide a right or option to renew or extend at an agreed upon and specified
rental rate, or if the rent for a renewal, extension, or expansion period is
renegotiated, to add to the existing term.

     One-half of the leasing fee shall be paid to RCC upon the execution of the
lease by OWNER and the tenant, and the balance of the leasing fee shall be paid
to RCC on the commencement date of the lease.


<PAGE>

     As the exclusive leasing agent for the PROJECTS, RCC, shall co-operate with
its sub-contracted agents and/or any independent licensed real estate brokers or
agents and, in the event that any such broker or agent procures a tenant lease
then RCC's fee shall be increased by one half for each year of the INITIAL TERM
as defined under LEASING FEE above and shall be shared between RCC and such
independent broker or agent as they agree.

     The foregoing fees shall be net of any and all costs and expenses incurred
by RCC in connection with and pursuant to this Agreement, provided; however,
that RCC shall bear the cost of their own overhead for the home office of RCC
and the salaries of their own officers and employees, except as elsewhere
provided.



<PAGE>


IN WITNESS WHEREOF, the parties have executed this Exhibit on the dates
indicated below:


/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        OWNER: SUMMIT INSURED EQUITY L.P.
                                        a Delaware Limited Partnership,

                                        By:  AEGIS Realty Operating
                                               Partnership, L.P.,
                                             Its General Partner

                                             By:  AEGIS Realty, Inc.,
                                                  Its General Partner

/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        OWNER: SUMMIT INSURED EQUITY II L.P.
                                        a Delaware Limited Partnership,

                                        By:  AEGIS Realty Operating
                                               Partnership, L.P.,
                                             Its General Partner

                                             By:  AEGIS Realty, Inc.,
                                                  Its General Partner
/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        OWNER: AEGIS REALTY OPERATING
                                          PARTNERSHIP, L.P.

                                        By:  AEGIS Realty, Inc.
                                             Its General Partner

/s/  Linda Garcia                     By:    [ILLEGIBLE]
     ----------------------------            ----------------------------------
                                      Name:
     ----------------------------            ----------------------------------
     WITNESSES:                       Date:
                                             ----------------------------------


                                        MANAGER:

                                        RCC PROPERTY ADVISORS
                                          a Florida Partnership

                                        By:  PRR REALTY ASSOCIATES, INC.
                                             a Florida Corporation,
                                             General Partner

/s/  Linda Garcia                       By:  /s/  Paul R. Rutledge
     ----------------------------            ----------------------------------
                                             Paul R. Rutledge
     ----------------------------            As President for the Corporation
     WITNESSES:


<PAGE>



                                   EXHIBIT "C"


VIA FAX & REGULAR MAIL

-----------------------------


-----------------------------
625 Madison Avenue, Suite 900
New York, NY 10022

Attn:_________________________

Dear Owner:

By this Agreement, Aegis Realty, Inc., Summit Insured Equity, L.P. and Summit
Insured Equity II L.P. Aegis Realty Operating Partnership, L.P.,(collectively
referred to as "Owner") acknowledge and agree that RCC Property Advisors ("RCC")
shall be the managing agent of the following PROJECT:


         Center:  _____________________________________

         Address: _____________________________________

         Closing Date:____________   Price:____________

         Local Managing Company

         Name:    _____________________________________

         Address: _____________________________________

         Phone #: _____________________________________

         Contact: _____________________________________

         Acquisition Contact: _________________________


<PAGE>


Page 2




Owner and RCC acknowledge and agree that all terms and obligations provided in
the Management Agreement effective October 1, 1997 between Owner and RCC shall
be applicable to the Project. Kindly acknowledge receipt of this letter and your
agreement with the foregoing by signing and returning the enclosed copy of this
letter within seven (7) days of receipt. Should you have any questions, please
do not hesitate to contact me.

Very truly yours,

RCC PROPERTY ADVISORS, a
Florida General Partnership

By: PRR Realty Associates, Inc., a
       Florida Corporation and General Partner

______________________________________________________
By: Paul R. Rutledge, as President for the corporation

OWNER:________________________________________________

______________________________________________________

By:___________________________________________________

   ___________________________________________________

PRR/tlr