<PAGE>
 
                                                                   EXHIBIT 10.33

                             MANAGEMENT AGREEMENT
                                        

    THIS AGREEMENT, dated as of May 6, 1998 by and among HEALTHCARE FINANCIAL
PARTNERS REIT, INC., a Maryland corporation (the "Company"), and HCFP REIT
MANAGEMENT, INC., a Maryland corporation (the "Manager");

                                  WITNESSETH:

    WHEREAS, the Company intends to invest in mortgage loans, real property and
non-real estate assets ("REIT Investments") and expects to qualify for the tax
benefits of a real estate investment trust (a "REIT") 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 advise and counsel the
Company as to the acquisition and sale of, and to 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 Offering Memorandum of
the Company dated April 29, 1998.  In addition, the following terms shall have
the following:

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

    (b)  "Closing Date" means the date of closing of the Offering.

    (c)  "GMAC" means GMAC Commercial Mortgage Corporation, a California
corporation.

    (d)  "Governing Instruments" means the charter and bylaws in the case of a
corporation, or the partnership agreement in the case of a partnership.

    (e)  "HCFP" means HealthCare Financial Partners, Inc., a Delaware
corporation.

    (f)  "Loan Servicing Agreement" means the Loan Servicing Agreement between
GMAC and the Company dated May 6, 1998.

    (g)  The term "permanent mortgage loan" means a loan secured by real
property collateral which has an initial term of more than three years.

    (h)  "Subsidiary" means any subsidiary of the Company and any partnership,
a general partner of which is the Company or any subsidiary of the Company.
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    SECTION 2.  Duties of the Manager.
                --------------------- 

    (a) The Manager at all times will be subject to the supervision of the Board
of Directors and will have only such functions and authority as the Company
delegates to it.  The Manager will advise the Board of Directors as to the
activities and operations of the Company.  The Manager may enter into sub-
contracts with other parties, including HCFP and its affiliates, to provide
certain services to the Company.  The Manager will be responsible for the day-
to-day operations of the Company pursuant to the authority granted to it by the
Board of Directors under this Agreement, and the Manager will perform (or cause
to be performed) such services and activities relating to the assets and
operations of the Company as may be directed by the Board of Directors or as the
Manager otherwise considers appropriate, including:

       (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)   advising and representing the Company in connection with the
acquisition and commitment to acquire assets, the sale and commitment to sell
assets, and the maintenance and administration of its portfolio of  assets and
making available to the Company its knowledge and experience with respect to the
healthcare industry, mortgage loans, real estate and real estate related assets;

       (iii)  advising and representing the Company in connection with defaults
by the Company's borrowers and lessees, including the exercise of remedies and
collection of amounts owed to the Company.

       (iv)   advising the Company regarding, and arranging for, borrowings and
the raising of equity capital, as appropriate;

       (v)    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 and regarding market conditions in the area in which the
Company proposes to invest;

       (vi)   providing executive and administrative personnel, office space and
office services required in rendering services to the  Company; administering
the day-to-day operations of the Company; establishing and maintaining records
of the Company's activities; and  performing and supervising the performance of
such other administrative  functions necessary in the management of the Company,
including the collection of revenues and the payment of the Company's debts and
obligations and the maintenance of appropriate data processing and computer
services to perform such administrative functions;

       (vii)  providing marketing services and assistance to the Company;

       (viii) 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 or trading markets
and to maintain effective relations with such holders;

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     (ix)     to the extent not otherwise subject to an agreement executed by
the Company, designating a servicer for mortgage loans held by the Company and
arranging for the monitoring and administering of such servicer;

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

     (xi)     engaging in hedging activities on behalf of the Company which are
consistent with the Company's status as a REIT and with the Guidelines; and upon
request by the Board of Directors and in accordance with the Guidelines,
investing or reinvesting any money of the Company;

     (xii)    counseling the Company regarding (A) the maintenance of its
exemption from the Investment Company Act and monitoring compliance with the
requirements for maintaining exemption from that Act; (B) 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 the income tax regulations
promulgated thereunder (the "Treasury Regulations"); and (C) compliance with all
applicable laws, including those that would require the Company to qualify to do
business in  particular jurisdictions;

     (xiii)   assisting the Company in complying with all regulatory
requirements applicable to the Company in respect of its business activities,
including preparing or causing to be prepared all financial statements required
under applicable regulations and contractual undertakings and all reports and
documents, if any, required under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act");

     (xiv)    taking all necessary actions to enable the Company to make
required tax filings and reports, including soliciting stockholders for required
information to the extent provided in the Code and the Treasury Regulations;

     (xv)     handling and resolving all claims, disputes or controversies
(including all litigation, arbitration, settlement or other proceedings or
negotiations) in which the Company may be involved or to which the Company may
be subject arising out of the Company's day-to-day operations, subject to such
limitations or parameters as may be imposed from time to time by the Board of
Directors;

     (xvi)    using commercially reasonable efforts to cause expenses incurred
by or on behalf of the Company to be reasonable or customary and within any
budgeted parameters or the Guidelines set by the Board of Directors from time to
time;

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

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     (xviii)  using commercially reasonable efforts to cause the Company to
comply with all applicable laws.

     (b) Portfolio Management.  The Manager will perform portfolio management
         --------------------                                                
services on behalf of the Company with respect to the Company's investments.
Such services will include, but not be limited to, consulting the Company on
purchase, sale and other 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 HCFP and its affiliates, to provide any such services
to the Company.

     (c) Primary Servicing.  The Company has entered into the Loan Servicing
         -----------------                                                  
Agreement with GMAC for certain loan servicing activities with respect to the
Company's mortgage loans.  The Manager will monitor and administer the loan
servicing activities provided by third-party servicers of the Company's mortgage
loans (including, without limitation, GMAC).  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.  The Manager will
provide all loan servicing activities which are not provided by third-party
servicers.  Such services shall include, but not be limited to, the following
activities:  review of and recommendations as to fire losses, easement problems
and condemnation, delinquency and foreclosure procedures with regard to the
mortgage loans; preparation of delinquency, foreclosing and other reports on
mortgage loans; and advising as to and supervising claims filed under any
insurance policies.

     (d) Efforts.  The Manager agrees to use commercially reasonable efforts at
         -------                                                               
all times in performing services for the Company hereunder.

     SECTION 3.  Additional Activities of Manager.  Nothing herein shall limit
                 --------------------------------                             
or restrict the right of the Manager or any of its officers, directors,
employees or Affiliates to engage in any business or to render services of any
kind to any other person including the purchase of, or rendering advice to
others purchasing, assets that meet the Company's policies and criteria, except
that so long as this Agreement is in effect, the Manager (i) may not manage or
advise another REIT or other entity that invests or intends to invest primarily
in permanent mortgage loans or purchase lease back transactions with respect to
healthcare facilities and (ii) may not directly or through an affiliate invest
in real property or originate or acquire permanent mortgage loans.

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<PAGE>
 
    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 Company or any of its Subsidiaries, to the extent permitted
by their Governing Instruments, as from time to time amended, or by any
resolutions duly adopted by the Board of Directors pursuant to the Company's or
any of its Subsidiaries' 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, for the acquisition by the Company of assets.

    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
Company or any of its Subsidiaries, and may collect and deposit funds into any
such account or accounts, and disburse funds from any such account or accounts,
under such terms and conditions as the Board of Directors may approve; and the
Manager shall from time to time render appropriate accountings of such
collections and payments to the Board of Directors and, upon request, to the
auditors of the Company or any of its Subsidiaries.

    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 Company or any of its Subsidiaries 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 or as may be required
by law or order of a court or other tribunal having requisite jurisdiction.

    SECTION 7.  Obligations of Manager.
                ---------------------- 

    (a) The Manager shall require each borrower or lessee of the Company to make
such representations and warranties regarding the applicable facilities financed
by the Company as may be directed by the Board of Directors, or, if no such
directions are given, as may, in the judgment of the Manager, be necessary and
appropriate.  In addition, the Manager shall take such other action as may be
directed by the Board of Directors, or, if no such directions are given, as it
deems necessary or appropriate with regard to the protection of the Company's
assets.

    (b) The Manager shall refrain from any action that, in its sole judgment
made in good faith, would adversely affect the status of the Company as a REIT,
or as exempt from regulation under the Investment Company Act 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 Company or any of
its Subsidiaries or that would otherwise not be permitted by their respective
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

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<PAGE>
 
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 Company or any of its Subsidiaries, the Independent
Directors, or the Company's or any of its Subsidiaries' stockholders or partners
for any act or omission by the Manager, its directors, officers, stockholders or
employees except as provided in Section 11 of this Agreement.

    SECTION 8.  Compensation.
                ------------ 

    (a) Commencing with the first fiscal quarter after the Closing Date, the
Company shall pay to the Manager, for services rendered under this Agreement, a
base management fee (the "Base Management Fee") payable and calculated quarterly
(prorated based on the number of days elapsed during any partial fiscal quarter)
in an amount equal to a percentage (the "Percentage Amount") of the Average
Invested Assets for such quarter.  The term "Average Invested Assets" for any
quarter means the average of the aggregate book value of the consolidated assets
of the Company, before reserves for depreciation or bad debts or other non-cash
reserves, computed by dividing the sum of such values for each of the three
months during such quarter (based on the book value of such assets on the last
day of such month) by three.  The "Percentage Amount" shall be 1.50% for Average
Invested Assets up to and including $300 million; 1.25% for Average Invested
Assets in excess of $300 million up to and including $600 million; 1.00% for
Average Invested Assets in excess of $600 million up to and including $900
million; 0.75% for Average Invested Assets in excess of $900 million up to and
including $1.2 billion; and 0.50% for Average Invested Assets in excess of $1.2
billion.

    (b) The Company shall pay to the Manager incentive compensation (the
"Incentive Compensation") for each fiscal quarter in an amount equal the product
of (A) 25% of the dollar amount by which (1)(a) Funds From Operations of the
Company (before the Incentive Compensation) per share of Common Stock (based on
the weighted average number of shares outstanding) for such quarter plus (b)
gains (or minus losses) from debt restructuring and sales of property per share
of Common Stock (based on the weighted average number of shares outstanding),
exceeds (2) an amount equal to the weighted average of the prices per share of
Common Stock issued by the Company (including shares of Common Stock issued upon
the exercise of options or warrant and assuming a price of $20 per share for
shares sold in the Offering) multiplied by (b) the Ten Year U.S. Treasury Rate
for such quarter plus 3.50% multiplied by (B) the weighted average number of
shares of Common Stock outstanding during such quarter. "Funds From Operations"
as defined by NAREIT means net income (computed in accordance with generally
accepted accounting principles) ("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. Funds From Operations does not represent cash generated from operating
activities in accordance with GAAP and should not be considered as an
alternative to net income as an indication of the Company's performance or to
cash flows as a measure of liquidity or ability to make distributions.  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

                                       6
<PAGE>
 
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 is expected to use the proceeds from its Base Management Fee
and Incentive Compensation in part to pay compensation to its officers and
employees who, notwithstanding that certain of them are officers of the Company,
will initially receive no cash compensation directly from the Company.  The Base
Management Fee and Incentive Compensation are payable in arrears.  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.

    (d) The Manager may charge the Company for any out of pocket expenses that
the Manager incurs in connection with employing unaffiliated third parties to
conduct due diligence on assets considered for purchase by the Company.

    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 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
Manager and its directors and officers will not be liable to the Company, any
subsidiary of the Company, the Independent Directors, the Company's stockholders
or any subsidiary's stockholders for acts performed in accordance with and
pursuant to this Agreement, except by reason of acts constituting bad faith,
willful misconduct, gross negligence or reckless disregard of their duties

                                       7
<PAGE>
 
under this Agreement. The Company and its Subsidiaries shall reimburse,
indemnify, defend 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.
                 ---- 

    (a) This Agreement shall continue in force and effect for an initial term
(the "Initial Term") expiring on the third anniversary of the Closing Date,
subject to being terminated for cause as provided in Section 14 herein.
Thereafter, the term of this Agreement may be extended by agreement between the
Company and the Manager, subject to the affirmative vote of a majority of the
Independent Directors.  Each extension shall be executed in writing by all
parties hereto before the expiration of this Agreement or, if applicable, the
most recent extension thereof.  Each such extension shall be effective for a
period of one year.  At any time after the Initial Term, the Company may
terminate, or decline to renew the term of, this Agreement without cause upon 90
day(s) written notice by a majority vote of the Independent Directors; provided
that the Company will be required upon such termination or nonrenewal, at the
option of the Company, either (i)  to acquire the Manager from HCFP for a
purchase price equal to the Acquisition Price, as hereinafter defined, or (ii)
to pay the Manager a termination or nonrenewal fee ("Termination Fee") equal to
80% of the Acquisition Price.  The Acquisition Price is an amount equal to 10
times the Manager's earnings before taxes for the latest twelve calendar months
immediately preceding the date of termination or nonrenewal.  Such termination
or nonrenewal shall first become effective as of the 90th day after the receipt
by the Manager of such written notice of such termination or nonrenewal from the
Company.  A failure to extend the term of this Agreement at the expiration of
its term (or, if the term of this Agreement shall have been extended pursuant to
this Section 13, at the expiration of the most recent extension) shall be deemed
for all purposes of this Agreement to be a termination of this Agreement
pursuant to this Section 13.  The Company shall pay the Acquisition Price or
Termination Fee, as applicable, to HCFP on or before the effective termination
date.  In the event the Company elects to acquire the Manager in connection with
such termination, HCFP will, upon receipt of the Acquisition Price, deliver
stock certificates representing all of such capital stock endorsed to the order
of the Company.

    (b) In addition, the Company has the right at any time during the term of
this Agreement to terminate this Agreement without the payment of any
termination or nonrenewal fee and without acquiring the Manager upon, among
other things, a material breach by the Manager of any provision contained in the
Management Agreement (including the failure of the Manager to use reasonable
efforts to comply with the Guidelines).

                                       8
<PAGE>
 
    SECTION 14.  Termination for Cause.  This Agreement, or any extension
                 ---------------------                                   
hereof, may be terminated by either party for cause immediately upon written
notice, (i) by a majority vote of the Independent Directors in the case of
termination by the Company, or (ii) by a majority vote of the directors of the
Manager, in the case of termination by the Manager.  Grounds for termination for
cause will occur with respect to a party if:

          (i)  Such party shall have violated any provision of this Agreement
     and, after notice of such violation, shall not have cured such default
     within 30 days; or

          (ii) There is entered an order for relief or similar decree or order
     with respect to the other party by a court having 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 other party (A) 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; (B) 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 other party or of any substantial part of
     its properties or assets, or authorizes such an application or consent, or
     proceedings seeking such appointment are commenced without such
     authorization, consent or application against the other party and continue
     undismissed for 30 days; (C) 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 other party without such authorization, application
     or consent and are approved as properly instituted and remain undismissed
     for 30 days or results in adjudication of bankruptcy or insolvency; or (D)
     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.

    Each party agrees that if any of the events specified in this Section 14
shall occur, it will give prompt written notice thereof to the other party's
Board of Directors after the happening of such event.

    If this Agreement is terminated pursuant to this Section 14, 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 15.  Assignment; Subcontract.
                 ----------------------- 

    (a) This Agreement shall terminate automatically in the event of its
assignment, in whole or in part, by the Manager, unless such assignment is to a
corporation, association, trust or other organization which shall acquire the
property and carry on the business of the Manager, if at the time of such
assignment a majority of the voting stock of such assignee organization shall be
owned, directly or indirectly, by HCFP or unless such assignment is consented to
in writing

                                       9
<PAGE>
 
by the Company with the consent of a majority of the Independent Directors. Such
an assignment shall bind the assignee hereunder in the same manner as the
Manager is bound hereunder and, to further evidence its obligations hereunder
the assignee shall execute and deliver to the Company a counterpart of this
Agreement. This Agreement shall not be assignable by the Company without the
consent of the Manager, except in the case of assignment by the Company to a
REIT or other organization which is a successor (by merger, consolidation or
purchase of assets) to the Company, in which case such successor organization
shall be bound hereunder and by the terms of said assignment in the same manner
as the Company is bound hereunder.

    (b) Notwithstanding the foregoing, the Company and the Manager agree that
the Manager may enter into a subcontract with any third party, which third party
shall be approved by the Company's Board of Directors, pursuant to which such
third party will provide such of the management services required hereunder as
the Manager deems necessary, and the Company hereby consents to the entering
into and performance of such subcontract; provided, however, that no such
arrangement between the Manager and any third party shall relieve the Manager of
any of its duties or obligations hereunder.

    SECTION 16.  Action Upon Termination.  From and after the effective date of
                 -----------------------                                       
termination of this Agreement pursuant to Sections 13 or 14 hereof, 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 such
termination is not pursuant to Section 14, the termination fee determined
pursuant to Section 13.  The Manager shall forthwith upon such termination
deliver to the Board of Directors all funds and property, documents, corporate
records, reports and software of the Company or any Subsidiary of the Company
then in the custody of Manager.

    SECTION 17.  Release of Money or Other Property Upon Written Request.  The
                 -------------------------------------------------------      
Manager agrees that any money or other property of the Company and its
Subsidiaries held by the Manager under this Agreement shall be held by the
Manager as custodian for the Company and its Subsidiaries, and the Manager's
records shall be appropriately marked clearly to reflect the ownership of such
money or other property by the Company and its Subsidiaries.  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 such Subsidiary,
respectively, any money or other property then held by the Manager for the
account of the Company or any such Subsidiary under this Agreement, the Manager
shall release such money or other property to the Company or any of its
Subsidiaries 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,
the Independent Directors, or the Company's or any of its Subsidiaries'
stockholders or partners for any acts performed or omissions to act by the
Company or any of its Subsidiaries in connection with the money or other
property released to the Company or any of its Subsidiaries in accordance with
this Section.  The Company and its Subsidiaries jointly and severally shall
indemnify, defend and hold harmless 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 of its Subsidiaries in accordance with the terms

                                       10
<PAGE>
 
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 Company 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 Company and its
     Subsidiaries, taken as a whole.  The Company does not do business under any
     fictitious business name.

        (ii)  The Company 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 Company, and no license, permit, approval or authorization of,
     exemption by, notice or report to, or registration, filing or declaration
     with, any governmental authority is required by the Company in connection
     with this Agreement or the execution, delivery, performance, validity or
     enforceability of this Agreement and all obligations required hereunder.
     This Agreement has been, and each instrument or document required hereunder
     will be, executed and delivered by a duly authorized officer of each of the
     Company, and this Agreement constitutes, and each instrument or document
     required hereunder when executed and delivered hereunder will constitute,
     the legally valid and binding obligation of the Company enforceable against
     the Company in accordance with its terms.

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

                                       11
<PAGE>
 
     pursuant to the provisions of any such mortgage, indenture, lease, contract
     or other agreement, instrument or undertaking.

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

         (i)   the Manager is duly organized, validly existing and in good
     standing under the laws of 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 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 qualifications,
     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 name.

         (ii)  The Manager has the corporate power and authority to execute,
     deliver and perform this Agreement and all obligations required hereunder
     and has taken all necessary corporate action to authorize, execute and
     deliver this Agreement and perform all obligations required hereunder.  No
     consent of any other person including, without limitation, stockholders and
     creditors of the Manager, and no license, permit, approval or authorization
     of, exemption by, notice or report to, or registration, filing or
     declaration with, any governmental authority is required by the Manager in
     connection with this Agreement or the execution and delivery of this
     Agreement and the performance 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 Governing Instruments of, or any
     securities issued by, the Manager or of any mortgage, indenture, lease,
     contract or other agreement, instrument or undertaking to which the Manager
     is a party or by which the Manager or any of its assets may be bound, the
     violation of which would have a material adverse effect on the business
     operations, assets or financial condition of the Manager and its
     subsidiaries, taken as a whole, and will not result in, or require, the
     creation or imposition of any lien on any of its property, assets or
     revenues pursuant to the provisions of any such mortgage, indenture, lease,
     contract or other agreement, instrument or undertaking.

     SECTION 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

                                       12
<PAGE>
 
receipt or upon actual receipt of registered or certified mail, postage prepaid,
return receipt requested, addressed as set forth below:

     (a)  If to the Company:

          HealthCare Financial Partners REIT, Inc.
          2 Wisconsin Circle
          Fourth Floor
          Chevy Chase, Maryland  20815
          Attention:    Edward P. Nordberg, Jr.
          Telephone:    (301) 664-9823
          Fax:          (301) 664-9880
 
     (b)  If to the Manager:
 
          HCFP REIT Management, Inc.
          2 Wisconsin Circle
          Fourth Floor
          Chevy Chase, Maryland  20815
          Attention:    Edward P. Nordberg, Jr.
          Telephone:    (301) 664-9823
          Fax:          (301) 664-9880

          with a copy given in the manner prescribed above to:

          G. William Speer, Esq.
          Powell, Goldstein, Frazer & Murphy, LLP
          191 Peachtree Street, N.E.
          Sixteenth Floor
          Atlanta, Georgia  30303

    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.  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 21.  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.

                                       13
<PAGE>
 
    SECTION 22.  Third Party Beneficiaries.  This Agreement shall be binding
                 -------------------------                                  
upon and inure solely to the benefit of the parties hereto, and nothing in this
Agreement, express or implied, is intended to confer upon any other rights or
remedies of any nature whatsoever under or by reason of this Agreement.

    SECTION 23.  Schedules and Exhibits.  All Schedules and Exhibits referred to
                 ----------------------                                         
herein or attached hereto are hereby incorporated by reference into, and made a
part of, this Agreement.

    SECTION 24.  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 25.  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 incidental thereto.

    SECTION 26.  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 27.  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 28.  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 29.  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.

    SECTION 30.  Computation of Interest.  Interest will be computed on the
                 -----------------------                                   
basis of a 360-day year consisting of twelve months of thirty days each.

                                       14
<PAGE>
 
    SECTION 31.  Professional Fees.  If any party becomes involved in litigation
                 -----------------                                              
(including bankruptcy proceedings) or arbitration against any other party
arising out of or relating to this Agreement, the court in the litigation
(including bankruptcy proceedings) or arbitrator in the arbitration shall award
legal expenses (including, but not limited to attorneys' fees, court costs and
other legal expenses) to the prevailing party.  The award for legal expenses
shall not be computed in accordance with any court schedule, but shall be as
necessary to fully reimburse all attorneys' fees and other legal expenses
actually incurred in good faith, regardless of the size of the judgment, it
being the intention of the parties to fully compensate for all the attorneys'
fees and other legal expenses paid in good faith.  For the purpose of this
Agreement, the terms "attorneys' fees" or "attorneys' fees and costs" shall mean
the reasonable fees and expenses of counsel to the parties hereto (including,
without limitation, the cost of in-house counsel employed by such party, such
cost to be determined by imputing a cost for those services commensurate with
such counsel's skills and experience), which may include printing, duplicating
and other expenses, air freight charges, and fees billed for law clerks,
paralegals, librarians and others not admitted to the bar but performing
services under the supervision of an attorney.  The terms "attorneys' fees" or
"attorneys' fees and costs" shall also include, without limitation, all
reasonable fees and expenses incurred with respect to appeals, arbitrations and
bankruptcy proceedings, and whether or not any action or proceeding is brought
with respect to the matter for which said fees and expenses were incurred.

    SECTION 32.  Controlling Law.  This Agreement and all questions relating to
                 ---------------                                               
its validity, interpretation, performance and enforcement shall be governed by
and construed, interpreted and enforced in accordance with the laws of the State
of Maryland, notwithstanding any Maryland or other conflict-of-law provisions to
the contrary.

                                       15
<PAGE>
 
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                    HEALTHCARE FINANCIAL
                                    PARTNERS REIT, INC.


                                    By: /s/ Edward P. Nordberg, Jr.
                                       -----------------------------------
                                       Executive Vice President and Chief
                                       Financial Officer


                                    HCFP REIT MANAGEMENT, INC.
 

                                    By: /s/ Edward P. Nordberg, Jr.
                                       -----------------------------------
                                       Executive Vice President and Chief
                                       Financial Officer

                                       16