AMENDED AND RESTATED
                         ADVISORY AGREEMENT
                               between
                    FRANKLIN SELECT REALTY TRUST
                                 and
                      FRANKLIN PROPERTIES, INC.


           THIS AMENDED AND RESTATED ADVISORY AGREEMENT  ("Agreement") is dated
as of January 1, 2000,  between  FRANKLIN  SELECT  REALTY  TRUST,  a California
corporation  (the  "Company"),  and  FRANKLIN  PROPERTIES,  INC.,  a California
corporation (the "Advisor").

           WHEREAS,  the  Company  and  the  Advisor  entered  into  a  certain
agreement  (the  "Old  Agreement")   captioned   "Advisory   Agreement  between
Franklin Select Real Estate Income Fund and Franklin  Properties,  Inc.," dated
as of March 1, 1989.

           WHEREAS,  the  Company  and  the  Advisor  entered  into  a  certain
agreement  captioned  "First Amendment to Advisory  Agreement  between Franklin
Select  Real Estate  Income Fund and  Franklin  Properties  Inc.,"  dated as of
October  1,  1994,  pursuant  to which the  Agreement  was  amended  to reflect
certain  changes in the  compensation  paid to the  Advisor as  approved by the
shareholders.

WHEREAS,  the  Company  and  the  Advisor  entered  into  a  certain  agreement
captioned  "Amended and Restated  Advisory  Agreement  between  Franklin Select
Real Estate  Income Fund and  Franklin  Properties  Inc.,"  dated as of January
1,1999,  pursuant  to which  the  Agreement  was  amended  to  reflect  certain
changes in the terms of the Advisory Agreement..

           Whereas,  at a special meeting on January 25, 2000, the shareholders
of the Company  approved a sale of all of the Company's  real estate assets and
a Plan  of  liquidation  and  dissolution  and  the  Directors  of the  Company
subsequently adopted the Plan of liquidation and dissolution.

           Whereas,  the Company and the Advisor  desire to renew and  continue
the Advisory  Agreement  dated  January 1, 1999 as amended below to reflect the
operating circumstances arising from the liquidation of the Company.


           NOW,  THEREFORE,  in consideration of the premises and of the mutual
covenants  in the Old  Agreement  and  this  Agreement,  the  parties  agree as
follows:

1.         Duties of  Advisor.  The Advisor  agrees to use its best  efforts to
present  to the  Company  (a) a  continuing  and  suitable  investment  program
consistent  with the investment  policies and objectives of the Company and the
Plan of liquidation  and  dissolution.  and (b) investment  opportunities  of a
character  consistent  with the  investment  program as the Directors may adopt
from  time  to  time.  In  performance  of  this  undertaking,  subject  to the
supervision  of the Directors and upon their  direction,  and  consistent  with
the  provisions  of the  Articles of  Incorporation  and Bylaws of the Company,
the Advisor shall:

                (a)   furnish   or  obtain   and   supervise   the   day-to-day
operations of the Company;

                (b) serve as the Company's  investment  and  financial  advisor
and provide  research,  economic and  statistical  data in connection  with the
Company's investments and investment and financial policies;

                (c)  on  behalf  of  the  Company,   investigate,   select  and
conduct   relationships   with   consultants,    investment   banks,   lenders,
mortgagors,  brokers,  investors,  shareholders,   transfer  agents,  builders,
developers and others;

                (d)  consult  with the  Directors  and  furnish  the  Directors
with  advice  and  recommendations  with  respect  to  making,   acquiring  (by
purchase,  investment,  exchange or otherwise),  holding and disposing (through
sale,  exchange or otherwise) of investments  consistent  with the policies and
provisions of the Company;

                (e) on behalf of the  Company,  investigate,  select and commit
to  purchase  (subject  to  board  approval)  investments  consistent  with the
policies  and  provisions  of the Company and in  accordance  with the policies
and guidelines  established by the Directors,  provided that actual investments
shall be made only with the prior  approval  of a  majority  of a quorum of the
Directors or by written consent of all Directors;

                (f)  obtain  for  the   Directors   such  services  as  may  be
required in acquiring and disposing of  investments,  disbursing and collecting
the funds of the Company,  paying the debts and fulfilling  the  obligations of
the Company and handling, prosecuting and settling any claims of the Company;

                (g) obtain for the  Company  such  services  as may be required
for property  management,  including property  management  services rendered by
an affiliate of the Advisor,  and other  activities  relating to the investment
portfolio of the Company;

                (h) advise in connection  with and conduct  negotiations  by or
on behalf of the Company with investment  banking firms,  securities brokers or
dealers and other  institutions  or  investors  for public or private  sales of
Shares or other  securities  of the  Company,  or obtain loans for the Company,
but in no event in such a way that the  Advisor  could be  deemed  to be acting
as a broker-dealer or underwriter;

                (i) provide,  at the Company's  expense,  office space,  office
furnishings,  personnel and other  overhead  items  necessary and incidental to
the Company's business and operations;

                (j)  from  time  to  time  or at  any  time  requested  by  the
Directors,  make reports to the Directors of its  performance of services under
this Agreement;

                (k)   obtain   appraisal   reports,   where   appropriate,   on
investments or contemplated investments of the Company;

                (l) provide,  at the Company's  expense and at the direction of
the Board of  Directors,  accounting  and  related  services  necessary  to the
preparation of the Company's  financial  statements,  regulatory  filings,  and
tax returns; and

                (m) do all things  necessary  to assure  its  ability to render
the services described in this Agreement.

           2.        NO  PARTNERSHIP  OR JOINT  VENTURE.  The  Company  and the
Advisor  are not  partners  or joint  venturers  with each other and nothing in
this  Agreement  shall be  construed  to make  the  parties  partners  or joint
venturers or impose any  liability as a partner or joint  venturer on either of
them.

           3.        RECORDS.  At all times,  the  Advisor  shall  keep  proper
books of  account  and  records  relating  to  services  performed  under  this
Agreement,  which  shall be  accessible  for  inspection  by the Company at any
time during ordinary business hours.

           4.        REIT  QUALIFICATIONS.  Notwithstanding  anything  else  in
this Agreement,  the Advisor shall refrain from any action (including,  without
limitation,  performing  services  for  tenants  of  property  or  managing  or
operating real property)  which,  in its sole judgment made in good faith or in
the judgment of the  Directors of which the Advisor has written  notice,  would
adversely  affect the status of the Company as a real estate  investment  trust
as  defined  and  limited  in the Code,  which  would  violate  any law,  rule,
regulation  or statement of policy of any  governmental  body or agency  having
jurisdiction  over  the  Company  or  over  its  securities,   or  which  would
otherwise not be permitted by the Company's Bylaws.

           5.        BANK  ACCOUNTS.   The  Advisor,  at  the  expense  of  the
Company,  may  establish  and  maintain  one or more bank  accounts  in its own
name, and may collect and deposit into any one or more  accounts,  and disburse
from any  account  or  accounts,  any money on behalf  of the  Company,  on the
terms and  conditions  as the  Directors  may approve,  provided  that no funds
shall be  commingled  with funds of the  Advisor;  and the  Advisor  shall from
time to time give an  appropriate  accounting  of  collections  and payments to
the Directors and to the auditors of the Company.

           6.        BOND.  The  Advisor,   if  and  to  the  extent  that  the
Directors  require,  shall  maintain a fidelity bond with a responsible  surety
company  in such  amount  as the  Directors  may  require  from  time to  time,
covering  all  directors,   officers,  employees  and  agents  of  the  Advisor
handling  funds  of  the  Company  and  any  investment  documents  or  records
pertaining  to  investments  of  the  Company.  The  bond  shall  inure  to the
benefit of the  Company in respect of losses of any  property  from acts of the
directors,  officers,  employees  and  agents  of the  Advisor  through  theft,
embezzlement,  fraud,  negligence,  error or omission or otherwise. The premium
for the bond shall be an expense of the Company.

           7.        INFORMATION  FURNISHED  ADVISOR.  The  Directors  shall at
all times  keep the  Advisor  fully  informed  with  regard  to the  investment
policy  of  the  Company,  the  capitalization   policy  of  the  Company  and,
generally,  their  current  intentions  as to the  future  of the  Company.  In
particular,   the  Directors  shall  notify  the  Advisor   promptly  of  their
intention to sell or otherwise  dispose of any of the Company's  investments or
to make any new  investment.  The Company  shall  furnish  the  Advisor  with a
certified  copy of all  financial  statements,  a  signed  copy of each  report
prepared  by   independent   certified   public   accountants   and  all  other
information   with  regard  to  the  Company's   affairs  as  the  Advisor  may
reasonably request.

           8.        CONSULTATION  AND  ADVICE.  In  addition  to the  services
described  elsewhere  in this  Agreement,  the Advisor  shall  consult with the
Directors,  and shall,  at the request of the  Directors or the officers of the
Company,  give advice and recommendations  with respect to other aspects of the
business  and affairs of the  Company.  In general,  the Advisor  shall  inform
the  Directors of any factors,  which come to its  attention  which the Advisor
believes  would  influence  the policies of the  Company,  except to the extent
that giving that information would involve a breach of fiduciary duty.

           9.        DEFINITIONS.  As  used in this  Agreement,  the  following
terms shall have the meanings indicated:


                (a)  "Affiliate"  means as to any Person  (i) any other  Person
directly or  indirectly  controlling,  controlled  by or under  common  control
with such Person,  (ii) any other person owning or  controlling  10% or more of
the  outstanding  voting  securities  or  beneficial  interest of such  Person,
(iii) any  officer,  director,  trustee or general  partner of such  Person and
(iv) if such  other  Person is an  officer,  director,  trustee  or  partner of
another  entity,  then  the  entity  for  which  that  Person  acts in any such
capacity.

                (b)  "Average   Invested  Assets"  means  for  any  period  the
average of the  aggregate  book value of the  assets of the  Company  invested,
directly  or  indirectly,  in equity  interests  in and loans  secured  by real
estate,  before  reserves  for  depreciation  or bad  debts  or  other  similar
non-cash  reserves  computed by taking the average of such values at the end of
each month during such period.

                (c)  "Fiscal  Year"  means any  period  for which an income tax
return is  submitted to the  Internal  Revenue  Service and which is treated by
the Internal Revenue Service as a reporting period for the Company.

                (d)  "Mortgage  Investment"  means the  assets  of the  Company
invested in any mortgage loans,  mortgage-backed  securities,  notes,  bonds or
other  evidences  of   indebtedness   or  obligations   which  are  secured  or
collateralized by interests in real estate.

                (e) "Net  Income"  means the total  revenues of the Company for
any  period,  computed  on the  basis of its  results  of  operations  for that
period, after deduction of all expenses,  excluding,  however, any additions to
reserves for depreciation or bad debts or other similar non-cash reserves.

                (f) "Person"  means an  individual,  corporation,  partnership,
joint  venture,   association,   company,  trust,  bank  or  other  entity,  or
government and any agency and political subdivision of a government.

                (g) "Real Estate  Assets" means for any calendar  quarter,  the
aggregate  book  value  of the  assets  of the  Company  on the last day of the
quarter,  invested  directly or indirectly in interests in real estate,  before
reserves for depreciation,  bad debts, or other similar non-cash  reserves,  as
set  forth  in the  Company's  financial  statements  (which  may be  unaudited
except as  elsewhere  provided in this  Agreement),  prepared  quarterly  on an
accrual basis in accordance  with  generally  accepted  accounting  principles.
Real Estate Assets do not include Mortgage Investments.

           10.  ADVISOR COMPENSATION(a)   At the end of each  calendar  quarter
or such other  interval as the parties  shall agree,  the Company  shall pay to
the Advisor as compensation for the advisory  services  rendered to the Company
hereunder a quarterly  fee equal to $50,000 for the first  calendar  quarter of
the year and thereafter a quarterly fee equal to $35,000 .

                (b)  The Board has  commenced  a review  of  various  strategic
alternatives  available to Franklin Select Realty Trust (the  "Company")  which
may lead to a merger or sale of the REIT  and/or  its  assets.  However,  it is
difficult  to  forecast  how  long  this  process  may take or  whether  such a
transaction  will occur.  The Board  recognizes that under these  circumstances
it may be difficult  for the Adviser to retain key  employees  necessary to the
operation of the Company.  Moreover,  the Board  acknowledges  that the Company
will derive  substantial  benefit in the execution of its strategic  objectives
if  certain  key  employees  are  retained   until  the  strategic   review  is
complete.  Therefore,  the Board,  on behalf of the company,  may  determine to
establish  a fund for the  purpose of  creating  an  incentive  to certain  key
employees of the Advisor who might  otherwise  depart before the  completion of
the Board's  strategic  review.  The fund will be disbursed  at the  discretion
of the Board  with the  advice of the  Advisor.  Any such funds will be paid to
Advisor and paid to employees.

           11.    STATEMENTS.  The  Advisor  shall  furnish  to the  Company at
least  quarterly,  beginning  with the second  calendar  quarter of the term of
this  Agreement,  a  statement  showing the  computation  of the fee payable in
respect of the  preceding  calendar  quarter  under  Section 10, even after the
termination  of this  Agreement.  The  final  settlement  of any  fees for each
Fiscal  Year  shall be subject  to  adjustment  in  accordance  with,  and upon
completion  of, the annual  audit of the  Company's  financial  statement;  any
payment by the Company or  repayment  by the Advisor  indicated  as a result of
the audit shall be made  promptly  after the  completion of the audit and shall
be reflected in the audited statements to be published by the Company.

           12.       COMPENSATION FOR ADDITIONAL SERVICES.

                (a) Where  appropriate  in the sole  judgment of the  Directors
or the  Advisor,  an  Affiliate  of the  Advisor  may be  retained  to  perform
property management services for the Company.

                (b) If and to the extent  that the  Company  shall  request the
Advisor,  or any  director,  officer,  partner or employee of the  Advisor,  to
perform  services  for  the  Company  other  than  those  required  under  this
Agreement,   the  additional  services,  if  performed,   will  be  compensated
separately on terms to be agreed between that party and the Company.

           13.       EXPENSES OF THE ADVISOR.  Without  regard to the amount of
compensation  received under this  Agreement by the Advisor,  the Advisor shall
bear the following expenses:

                (a)  employment  expenses of the officers and  directors of the
Advisor;

                (b)  telephone,  utilities,  office  furniture and  furnishings
and other office expenses of the Advisor; and

                (c)  miscellaneous  administrative  and other  expenses  of the
Advisor  not  relating  to the  performance  by the  Advisor  of its  functions
hereunder.

           14.       EXPENSES OF THE  COMPANY.  Except as  expressly  otherwise
provided  in this  Agreement,  the  Company  shall  pay all  its  expenses  not
expressly  assumed by the Advisor,  and without  limiting the generality of the
foregoing  it is  specifically  agreed  that  the  following  expenses  of  the
Company shall be paid by the Company and shall not be paid by the Advisor:

                (a)  the cost of money borrowed by the Company;

                (b)  taxes  on  income  and  taxes  and   assessments  on  real
property and all other taxes applicable to the Company;

                (c) real estate  brokerage and sales  commissions  with respect
to the  purchase or sale of real estate  assets of the Company  payable to real
estate  brokers  who  cooperate  with the  Advisor  in such  transactions,  and
brokerage  and  sales  commissions  with  respect  to the  purchase  or sale of
Mortgage  Investments  payable  to  mortgage  brokers  who  cooperate  with the
Advisor in such transactions;

                (d) legal,  accounting,  underwriting  commissions and fees and
any  other  fees  and  costs,   including  due  diligence,   qualification   of
securities  for sale in various  states,  listing of securities on a securities
exchange,  printing,  engraving  and  other  expenses  and  taxes  incurred  in
connection with the issuance, distribution,  transfer, registration,  marketing
and listing of the Company's  securities,  including  compensation of employees
of the Advisor and direct  expenses of officers  and  employees  of the Advisor
and  affiliates  while  directly  engaged in such  activities  on behalf of the
Company;

                (e)  fees,  salaries  and  other  employment  costs,  taxes and
expenses  paid to Directors,  officers and employees of the Company,  including
persons  who may be  employees  of the  Advisor,  other  than  officers  of the
Advisor,  or of any  company  which  controls,  is  controlled  by or is  under
common  control with the  Advisor,  incurred  with respect to and  allocable to
the  prudent  operation  and  business of the  Company,  other than as provided
under Section 13(a) above.

                (f)  fees  and  expenses  paid  to   independent   contractors,
appraisers,  consultants,  managers and other  agents  retained by or on behalf
of the Company and  expenses  (including  expenses  for Persons who may also be
officers  or  employees  of  the  Advisor)   connected  with  the  acquisition,
financing,  refinancing,  disposition and ownership of real estate interests or
other property,  including  insurance premiums,  legal services,  brokerage and
sales commissions, maintenance, repair and improvement of property;

                (g)  expenses  of   maintaining   and   managing   real  estate
interests;

                (h)   insurance  as  required  by  the   Directors   (including
Directors' liability insurance);

                (i)   the   expenses   of   organizing,   revising,   amending,
converting, modifying or terminating the Company;

                (j) expenses  connected  with payments of dividends or interest
or  distributions  in cash or any  other  form made or caused to be made by the
Directors to holders of securities of the Company;

                (k) all expenses  connected with  communications  to holders of
securities  of  the  Company  and  the  other  bookkeeping  and  clerical  work
necessary in maintaining  relations  with holders of securities,  including the
cost of printing and mailing  certificates for securities,  proxy  solicitation
materials and reports to holders of the Company's securities;

                (1) the  cost of any  accounting,  statistical  or  bookkeeping
equipment  necessary  for the  maintenance  of the  books  and  records  of the
Company;

                (m)  transfer   agent's,   registrar's,   dividend   disbursing
agent's,  dividend  reinvestment plan agent's and indenture  trustee's fees and
charges;

                (n)  legal,  accounting  and  auditing  fees and  expenses  not
included in (d) and (f) of this Section 14; and

                (o) other  ordinary and necessary  expenses of the business and
affairs of the  Company,  other  than  those  allocable  to the  Advisor  under
Section 13 above.

           The Company shall  reimburse the Advisor or its  affiliates  for the
cost of  rent,  goods  or  materials  furnished  or  advanced  by them  for the
benefit  of the  Company,  and for  services  rendered  for the  benefit of the
Company.  The  Company's  costs for services and goods  provided by the Advisor
to the Company  shall be based upon the cost to the  Advisor  and an  allocable
portion of the actual  compensation  (including  employment taxes and benefits)
of Persons  involved plus an  appropriate  share of overhead  allocable to each
Person who rendered  services  for the benefit of and on the  business  affairs
of the  Company.  The  amounts  charged to the  Company by the  Advisor and its
Affiliates  shall not exceed  those which the Company  would be required to pay
to independent parties for comparable rent, materials, goods or services.

           15.       REFUND  BY  ADVISOR.  In  addition  to the  provisions  of
Section 10  hereof,  within 60 days  after the end of any  calendar  year which
begins  following  the  date  the  Company  first  commences  operations  after
reaching its minimum capital  subscription  amount,  the Advisor will refund to
the Company the amount,  if any, by which the  Operating  Expenses  (as defined
in this  Section 15) of the Company  during such  Calendar  Year  exceeded  the
greater  of (a) 2% of the  Average  Invested  Assets  or (b) 25% of Net  Income
unless the  Independent  Directors  of the  Company  shall  have  affirmatively
determined  that due to unusual and  non-recurring  factors,  such higher level
of  Operating  Expenses is  justified  for such year.  For the purposes of this
Section 15,  "Operating  Expenses" during the Calendar Year means the aggregate
annual  expenses  of  every  character   regarded  as  Operating   Expenses  in
accordance  with generally  accepted  accounting  principles,  as determined by
independent   accountants   selected  by  the  Directors,   including   regular
compensation payable to the Advisor,  excluding,  however,  the following:  (i)
the cost of money  borrowed by the Company;  (ii) taxes on income and taxes and
assessments  on real  property and all other taxes  applicable  to the Company;
(iii)   expenses  of   acquiring,   financing,   refinancing,   disposing   of,
maintaining,  managing  and  owning  real  estate  equity  interests  or  other
property   (including  the  costs  of  legal  services,   brokerage  and  sales
commissions,  maintenance,  repair and improvement of property); (iv) insurance
as required by the Directors  (including any Directors'  liability  insurance);
(v) expenses of  organizing,  revising,  amending,  converting,  or terminating
the Company;  (vi)  expenses  connected  with payments of dividends or interest
or  distributions  in cash or any  other  form made or caused to be made by the
Directors  to  holders  of  securities  of  the  Company;  (vii)  all  expenses
connected with  communications  to holders of securities of the Company and the
other  bookkeeping  and clerical work necessary in  maintaining  relations with
holders of  securities  of the  Company,  including  the cost of  printing  and
mailing  certificates  for  securities  and proxy  solicitation  materials  and
reports to holders of  securities  of the  Company;  (viii)  transfer  agent's,
registrar's,   dividend   disbursing   agent's,   warrant   agent's,   dividend
reinvestment  plan  agent's and  indenture  trustee's  fees and  charges,  (ix)
other  legal,  accounting  and  auditing  fees and  expenses;  and (x) non-cash
expenditures (including depreciation, amortization and bad debt reserve).

           16.       OTHER   ACTIVITIES.   Nothing  in  this  Agreement   shall
prevent the Advisor or any of its  officers,  directors  or employees or any of
its  affiliates  from  engaging in other  business  activities  related to real
estate  investments,  from making  investments  permitted to the Company by the
Company's  Bylaws or from acting as advisor to any other  person or entity even
though having  investment  policies similar to the Company  (including  another
real estate  investment  trust).  The Advisor and its  officers,  directors  or
employees  and any of its  Affiliates  shall  be free  from any  obligation  to
present to the Company any  particular  investment  opportunity  which comes to
the Advisor or such persons,  regardless of whether such  opportunity is within
the Company's  investment  policies,  provided,  that the Advisor will give due
consideration  to the investment  objectives and financial  capabilities of the
Company in  determining  whether to present an  investment  opportunity  to the
Company or to another entity for which the Advisor provides similar services.

           17.       TERM:  TERMINATION  OF  AGREEMENT.  This  Agreement  shall
continue in force through  December 31, 1999,  and thereafter it may be renewed
annually,  subject to the  approval  thereof by a majority  of the  Independent
Directors.  Notice of renewal  shall be given in writing  by the  Directors  to
the Advisor not less than 60 days before the  expiration  of this  Agreement or
of any  extension of this  Agreement.  Notwithstanding  any other  provision to
the contrary,  this  Agreement  may be terminated  for any reason upon 60 days'
written  notice by the  Company to the Advisor or 180 days'  written  notice by
the  Advisor  to  the  Company,  in  the  former  case  by  the  action  of the
Directors,  the Independent  Directors or a majority of the shareholders of the
Company.

           18.       AMENDMENTS.   This   Agreement   shall  not  be   changed,
modified,   terminated  or  discharged  in  whole  or  in  part  except  by  an
instrument in writing signed by both parties,  or their  respective  successors
or assigns, or otherwise as provided in this Agreement.

           19.       ASSIGNMENT.  This  Agreement  shall not be  assignable  by
the Advisor  without the consent of the  Company,  except an  assignment  to an
Affiliate  of the Advisor,  or to a  corporation,  association,  trust or other
successor  organization  which  may take  over the  property  and  carry on the
affairs of the Advisor.  A proper  assignment  or any other  assignment of this
Agreement by the Advisor  shall bind the assignee  under this  Agreement and by
the terms of the  assignment  in the same manner as the Advisor is bound.  This
Agreement  shall not be  assignable  by the Company  without the consent of the
Advisor,  except in the case of  assignment  by the  Company to a  corporation,
association,   trust  or  other  organization  which  is  a  successor  to  the
Company.  The  successor  shall be bound under this  Agreement and by the terms
of said assignment in the same manner as the Company is bound.

           20.       DEFAULT,  BANKRUPTCY,  ETC.  At the  option  solely of the
Directors,  this  Agreement  shall be and become  terminated  immediately  upon
written notice of  termination  from the Directors to the Advisor if any of the
following events shall occur:

                (a)  If  the  Advisor  shall  violate  any  provision  of  this
Agreement,  and after notice of the violation  shall not have cured the default
within  thirty (30) days or begun  action  within  thirty (30) days to cure the
default which shall be completed with reasonable diligence; or

                (b) If the Advisor  shall be adjudged  bankrupt or insolvent by
a court of  competent  jurisdiction,  or an  order  shall be made by a court of
competent  jurisdiction  for  the  appointment  of a  receiver,  liquidator  or
trustee  of the  Advisor  or of all or  substantially  all of its  property  by
reason of the  foregoing,  or approving any petition  filed against the Advisor
for its  reorganization,  and the  adjudication  or order shall remain in force
or unstayed for a period of thirty (30) days; or

                (c) If the Advisor shall  institute  proceedings  for voluntary
bankruptcy or shall file a petition  seeking  reorganization  under the federal
bankruptcy  laws,  or for relief  under any law for the relief of  debtors,  or
shall  consent  to the  appointment  of a  receiver  for  itself  or for all or
substantially  all its  property,  or shall make a general  assignment  for the
benefit of its  creditors,  or shall admit in writing its  inability to pay its
debts generally as they become due.

           The  Advisor  agrees  that  if  any  of  the  events   specified  in
subsections  (b) and (c) of this Section 20 shall  occur,  it will give written
notice  of the  event  to  the  Directors  within  seven  (7)  days  after  the
occurrence of the event.

           21.       ACTION  UPON  TERMINATION.  From and after  the  effective
date of  termination  of this  Agreement,  pursuant  to  Sections  17, 19 or 20
herein,  the  Advisor  shall  not  be  entitled  to  compensation  for  further
services  performed  after  the  date of  termination,  but  shall  be paid all
compensation  accruing  to the  date  of  termination,  including  compensation
which may have been earned but deferred.

           The Advisor shall promptly upon termination:

                (a)  pay over to the Company all moneys  collected and held for
the account of the Company  pursuant to this  Agreement,  after  deducting  any
accrued  compensation  and  reimbursement  for its expenses to which it is then
entitled;

                (b)  deliver to the  Directors a full  accounting,  including a
statement  showing all  payments  collected by it and a statement of all moneys
held by it,  covering  the  period  following  the date of the last  accounting
furnished to the Directors;

                (c)  deliver to the  Directors  all property  and  documents of
the  Company  then  in  the  custody  of  the  Advisor  except  for  copies  of
documents, which the Advisor may keep; and

                (d)  cooperate   with  the  Directors  to  provide  an  orderly
management transition.

The parties to this agreement acknowledge that the Company has adopted or is
soon expected to adopt a Plan of Liquidation pursuant to which the real
estate assets of the Company are to be sold and the proceeds of the sale and
the other assets, net of liabilities and reserves, are to be distributed to
the shareholders of the Company.  The Term of this Agreement will expire on
December 31, 2000 subject to earlier termination as provided Section 17
(Term: Termination of Agreement).  Accordingly, notwithstanding the foregoing
provisions of this Section 21 (Action Upon Termination), the parties agree
that if the Company has on or before the expiration of the term of this
Agreement distributed in liquidation substantially all of its assets that (i)
Advisor will, without further cost or expense to the Company, maintain the
records of the Company in accordance with the Advisor's customary record
retention policies, and for a period of time no less than four years from the
expiration of this Agreement.

           22.       CHANGE OF NAME.  Upon  termination  of this  Agreement  by
either party,  the Directors  shall  forthwith cause the name of the Company to
be changed to a name not containing the name  "Franklin" or any  approximations
or abbreviations  of that name and  sufficiently  dissimilar to that name as to
be unlikely to cause confusion with that name.

           23.       INDEMNIFICATION.  The Advisor,  its  officers,  directors,
shareholders,   employees,   agents,   subsidiaries   and   assigns   shall  be
indemnified  by  the  Company  against  any  liability  to the  Company  or its
shareholders  resulting  from errors in  judgment  or other acts or  omissions,
whether or not disclosed,  unless a court of competent jurisdiction  determines
that the liabilities or losses resulted from fraud,  negligence,  misconduct or
other breach of fiduciary duty by that Person.

           24.       MISCELLANEOUS.   The  Advisor  assumes  no  responsibility
under this  Agreement  other than to perform  the  services  called for in good
faith,  and  shall  not be  responsible  for any  action  of the  Directors  in
following  or  declining  to  follow  any  advice  or  recommendations  of  the
Advisor.  Neither  the  Advisor nor its  shareholders,  directors,  officers or
employees  shall be  liable to the  Company,  the  Directors,  the  holders  of
securities  of the  Company  or to any  successor  or  assigns  of the  Company
except  by reason  of acts  constituting  the  negligent  performance  of their
duties.

           25.       NOTICES.   Any  notice,   report  or  other  communication
required or permitted  to be given  hereunder  shall be in writing  unless some
other method of giving such notice,  report or other  communication is accepted
by the party to whom it is  given,  and  shall be given by being  delivered  at
the following addresses:

                The Directors and/or the Company:

                Franklin Select Realty Trust
                777 Mariners Island Boulevard
                San Mateo, California 94403-7777

                The Advisor:

                Franklin Properties, Inc.
                777 Mariners Island Boulevard
                San Mateo, California 94403-7777

Either  party may at any time give  notice in writing  to the other  party of a
change of its address for the purpose of this Section 25.

           26.       HEADINGS.  The section  headings  have been  inserted  for
convenience  of  reference  only and  shall  not be  construed  to  affect  the
meaning, construction or effect of this Agreement.

           27.       GOVERNING LAW. The  provisions of this Agreement  shall be
construed  and  interpreted  in  accordance  with  the  laws  of the  State  of
California as they apply to  agreements  solely among  California  residents to
be executed and performed entirely in California.

           28.       EXECUTION.   This  instrument  is  executed  and  made  on
behalf of the  Company by an  officer  who is a Director  of the  Company,  not
individually  but solely as an officer  pursuant  to the  Company's  Bylaws and
the  obligations  under this  Agreement are not binding upon,  nor shall resort
be  had to the  private  property  of,  any  of  the  Directors,  shareholders,
officers,  employees  or agents of the  Company  personally,  but bind only the
Company.


           IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the day and year first above written.

                          COMPANY:

                          FRANKLIN SELECT REALTY TRUST


                          By
                           E. Samuel Wheeler, Chairman of the Special Committee

                          ADVISOR:

                          FRANKLIN PROPERTIES, INC.


                          By
                                    President