EXHIBIT 10.2

                           Form of Advisory Agreement


<PAGE>



                           FORM OF ADVISORY AGREEMENT


          THIS ADVISORY AGREEMENT, dated as of _______________, 2003, is between
CNL RETIREMENT  PROPERTIES,  INC., a corporation organized under the laws of the
State of Maryland  (the  "Company")  and CNL  RETIREMENT  CORP.,  a  corporation
organized under the laws of the State of Florida (the "Advisor").

                               W I T N E S S E T H

          WHEREAS, the Company filed with the Securities and Exchange Commission
 a Registration Statement (No. 333-47411) on Form S-11 covering 15,500,000 of
 its common shares ("Shares"), par value $.01, to be offered to the public
 ("Initial Offering");

          WHEREAS, the Company filed with the Securities and Exchange Commission
 a Registration Statement (No. 333-37480) on Form S-11 covering 15,500,000 of
 its common shares (the "2000 Offering"), par value $.01, to be offered to the
 public;

          WHEREAS, the Company filed with the Securities and Exchange Commission
 a Registration Statement (No. 333-76538) on Form S-11 covering 45,000,000 of
 its common shares (the "2002 Offering"), par value $.01, to be offered to the
 public;

          WHEREAS, the Company filed with the Securities and Exchange Commission
 a Registration Statement (No. 333-100347) on Form S-11 covering 175,000,000 of
 its common shares (the "2003 Offering"), par value $.01, to be offered to the
 public, and the Company may subsequently issue securities other than such
 Shares ("Securities") or otherwise raise additional capital;

          WHEREAS, the Initial Offering was terminated on September 18, 2000 and
 the 2000 Offering of 15,500,000 Shares commenced;

          WHEREAS, the 2000 Offering was terminated on May 24, 2002 and the 2002
 Offering of 45,000,000 Shares commenced;

          WHEREAS, the Company intends to commence the 2003 Offering of
 175,000,000 Shares at such time that the 2002 Offering of 45,000,000 Shares is
 terminated;

          WHEREAS, the Company is currently qualified as a REIT (as defined
 below), and intends to continue to invest its funds in investments permitted by
 the terms of the Registration Statement and Sections 856 through 860 of the
 Code (as defined below);

          WHEREAS, the Company desires to avail itself of the experience,
 sources of information, advice, assistance and certain facilities available to
 the Advisor and to have the Advisor undertake the duties and responsibilities
 hereinafter set forth, on behalf of, and subject to the supervision, of the
 Board of Directors of the Company all as provided herein; and

          WHEREAS, the Advisor is willing to undertake to render such services,
 subject to the supervision of the Board of Directors, on the terms and
 conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the foregoing and of the mutual
 covenants and agreements contained herein, the parties hereto agree as follows:

          (1) Definitions. As used in this Advisory Agreement (the "Agreement"),
the following terms have the definitions hereinafter indicated:

          Acquisition Expenses. Any and all expenses incurred by the Company,
 the Advisor, or any Affiliate of either in connection with the selection or
 acquisition of any Property or the making of any Mortgage Loan, whether or not
 acquired, including, without limitation, legal fees and expenses, travel and
 communications expenses, costs of appraisals, nonrefundable option payments on
 property not acquired, accounting fees and expenses, and title insurance.

          Acquisition Fees. Any and all fees and commissions, exclusive of
 Acquisition Expenses, paid by any person or entity to any other person or
 entity (including any fees or commissions paid by or to any Affiliate of the
 Company or the Advisor) in connection with making or investing in Mortgage
 Loans or the purchase, development or construction of a Property, including,
 without limitation, real estate commissions, acquisition fees, finder's fees,
 selection fees, Development Fees, Construction Fees, nonrecurring management
 fees, consulting fees, loan fees, points, the Secured Equipment Lease Servicing
 Fee, or any other fees or commissions of a similar nature. Excluded shall be
 development fees and construction fees paid to any person or entity not
 affiliated with the Advisor in connection with the actual development and
 construction of any Property.

          Advisor.  CNL Retirement Corp., a Florida  corporation,  any successor
advisor to the Company, or any person or entity to which CNL Retirement Corp. or
any successor advisor subcontracts substantially all of its functions.

          Affiliate or Affiliated. As to any individual, corporation,
 partnership, trust or other association (other than the Excess Shares Trust),
 (i) any Person or entity directly or indirectly through one or more
 intermediaries controlling, controlled by, or under common control with another
 person or entity; (ii) any Person or entity, directly or indirectly owning or
 controlling ten percent (10%) or more of the outstanding voting securities of
 another Person or entity; (iii) any officer, director, partner, or trustee of
 such Person or entity; (iv) any Person ten percent (10%) or more of whose
 outstanding voting securities are directly or indirectly owned, controlled, or
 held, with power to vote, by such other Person; and (v) if such other Person or
 entity is an officer, director, partner, or trustee of a Person or entity, the
 Person or entity for which such Person or entity acts in any such capacity.

          Appraised   Value.   Value  according  to  an  appraisal  made  by  an
Independent Appraiser.

          Articles of Incorporation. The Articles of Incorporation of the
 Company under Title 2 of the Corporations and Associations Article of the
 Annotated Code of Maryland, as amended from time to time.

          Asset Management Fee. The fee payable to the Advisor for day-to-day
 professional management services in connection with the Company and its
 investments in Properties and Mortgage Loans pursuant to this Agreement.

          Assets.  Properties,  Mortgage  Loans and  Secured  Equipment  Leases,
collectively.

          Average Invested Assets. For a specified 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.

          Board of Directors or Board. The persons holding such office, as of
 any particular time, under the Articles of Incorporation of the Company,
 whether they be the Directors named therein or additional or successor
 Directors.

          Bylaws. The bylaws of the Company, as the same are in effect from time
to time.

          Cause. With respect to the termination of this Agreement, fraud,
 criminal conduct, willful misconduct or willful or negligent breach of
 fiduciary duty by the Advisor, breach of this Agreement, a default by the
 Sponsor under the guarantee by the Sponsor to the Company or the bankruptcy of
 the Sponsor.

          Change of Control. A change of control of the Company of such a nature
 that would be required to be reported in response to the disclosure
 requirements of Schedule 14A of Regulation 14A promulgated under the Securities
 Exchange Act of 1934, as amended, as enacted and in force on the date hereof
 (the "Exchange Act"), whether or not the Company is then subject to such
 reporting requirements; provided, however, that, without limitation, a change
 of control shall be deemed to have occurred if: (i) any "person" (within the
 meaning of Section 13(d) of the Exchange Act) is or becomes the "beneficial
 owner" (as that term is defined in Rule 13d-3, as enacted and in force on the
 date hereof, under the Exchange Act) of securities of the Company representing
 8.5% or more of the combined voting power of the Company's securities then
 outstanding; (ii) there occurs a merger, consolidation or other reorganization
 of the Company which is not approved by the Board of Directors of the Company;
 (iii) there occurs a sale, exchange, transfer or other disposition of
 substantially all of the assets of the Company to another entity, which
 disposition is not approved by the Board of Directors of the Company; or (iv)
 there occurs a contested proxy solicitation of the Stockholders of the Company
 that results in the contesting party electing candidates to a majority of the
 Board of Directors' positions next up for election.

          Code. Internal Revenue Code of 1986, as amended from time to time, or
 any successor statute thereto. Reference to any provision of the Code shall
 mean such provision as in effect from time to time, as the same may be amended,
 and any successor provision thereto, as interpreted by any applicable
 regulations as in effect from time to time.

          Company.  CNL  Retirement  Properties,  Inc., a corporation  organized
under the laws of the State of Maryland.

          Company Property. Any and all property, real, personal or otherwise,
 tangible or intangible, including Mortgage Loans and Secured Equipment Leases,
 which is transferred or conveyed to the Company (including all rents, income,
 profits and gains therefrom), and which is owned or held by, or for the account
 of, the Company.

          Competitive Real Estate Commission. A real estate or brokerage
 commission for the purchase or sale of property which is reasonable, customary,
 and competitive in light of the size, type, and location of the property. The
 total of all real estate commissions paid by the Company to all Persons
 (including the Subordinated Disposition Fee payable to the Advisor) in
 connection with any Sale of one or more of the Company's Properties shall not
 exceed the lesser of (i) a Competitive Real Estate Commission or (ii) six
 percent of the gross sales price of the Property or Properties.

          Construction Fee. A fee or other remuneration for acting as a general
 contractor and/or construction manager to construct improvements, supervise and
 coordinate projects or provide major repairs or rehabilitation on a Property.

          Contract Purchase Price. The amount actually paid or allocated (as of
 the date of purchase) to the purchase, development, construction or improvement
 of property, exclusive of Acquisition Fees and Acquisition Expenses.

          Contract Sales Price. The total consideration  received by the Company
for the sale of Company Property.

          Development Fee. A fee for such activities as negotiating and
 approving plans and undertaking to assist in obtaining zoning and necessary
 variances and necessary financing for a specific Property, either initially or
 at a later date.

          Director.  A member of the Board of Directors of the Company.

          Distributions. Any distributions of money or other property by the
 Company to owners of Equity Shares, including distributions that may constitute
 a return of capital for federal income tax purposes.

          Equipment.  The  furniture,  fixtures and equipment used at Retirement
Facilities by operators of Retirement Facilities.

          Equity Interest. The stock of or other interests in, or warrants or
 other rights to purchase the stock of or other interests in, any entity that
 has borrowed money from the Company or that is a tenant of the Company or that
 is a parent or controlling Person of any such borrower or tenant.

          Equity  Shares.  Transferable  shares of  beneficial  interest  of the
Company of any class or series, including common shares or preferred shares.

          Good Reason. With respect to the termination of this Agreement, (i)
 any failure to obtain a satisfactory agreement from any successor to the
 Company to assume and agree to perform the Company's obligations under this
 Agreement; or (ii) any material breach of this Agreement of any nature
 whatsoever by the Company.

          Gross Proceeds. The aggregate purchase price of all Shares sold for
 the account of the Company through the 2003 Offering, without deduction for
 Selling Commissions, volume discounts, the marketing support fee, due diligence
 expense reimbursements or Offering Expenses. For the purpose of computing Gross
 Proceeds, the purchase price of any Share for which reduced Selling Commissions
 are paid to the Managing Dealer or a Soliciting Dealer (where net proceeds to
 the Company are not reduced) shall be deemed to be $10.00.

          Independent  Appraiser.  A  qualified  appraiser  of  real  estate  as
determined by the Board. Membership in a nationally recognized appraisal society
such as the  American  Institute  of Real Estate  Appraisers  ("M.A.I.")  or the
Society of Real Estate Appraisers  ("S.R.E.A.") shall be conclusive  evidence of
such qualification.

          Independent Director. A Director who is not and within the last two
 years has not been directly or indirectly associated with the Advisor by virtue
 of (i) ownership of an interest in the Advisor or its Affiliates, (ii)
 employment by the Advisor or its Affiliates, (iii) service as an officer or
 director of the Advisor or its Affiliates, (iv) performance of services, other
 than as a Director, for the Company, (v) service as a director or trustee of
 more than three real estate investment trusts advised by the Advisor, or (vi)
 maintenance of a material business or professional relationship with the
 Advisor or any of its Affiliates. A business or professional relationship is
 considered material if the gross revenue derived by the Director from the
 Advisor and Affiliates exceeds 5% of either the Director's annual gross revenue
 during either of the last two years or the Director's net worth on a fair
 market value basis. An indirect relationship shall include circumstances in
 which a Director's spouse, parents, children, siblings, mothers- or
 fathers-in-law, sons- or daughters-in-law, or brothers- or sisters-in-law are
 or have been associated with the Advisor, any of its Affiliates, or the
 Company.

          Independent Expert. A person or entity with no material current or
 prior business or personal relationship with the Advisor or the Directors and
 who is engaged to a substantial extent in the business of rendering opinions
 regarding the value of assets of the type held by the Company.

          Initial  Offering.  The initial  public  offering of up to  15,500,000
Shares that was terminated on September 18, 2000.

          Invested Capital. The amount calculated by multiplying the total
 number of Shares purchased by stockholders by the issue price, reduced by the
 portion of any Distribution that is attributable to Net Sales Proceeds and by
 any amounts paid by the Company to repurchase Shares pursuant to the Company's
 plan for redemption of Shares.

          Joint Ventures. The joint venture or general partnership  arrangements
in which the Company is a co-venturer or general  partner which are  established
to acquire Properties.

          Line of Credit. A line of credit from a lender,  the proceeds of which
will be used to acquire Properties and make Mortgage Loans and Secured Equipment
Leases.

          Listing.  The  listing  of the  Shares of the  Company  on a  national
securities exchange or over-the-counter market.

          Managing Dealer. CNL Securities Corp., an Affiliate of the Advisor, or
such entity selected by the Board of Directors to act as the managing dealer for
the 2003 Offering.  CNL Securities Corp. is a member of the National Association
of Securities Dealers, Inc.

          Mortgage Loans. In connection with mortgage financing provided by the
 Company, the notes or other evidence of indebtedness or obligations which are
 secured or collateralized by real estate owned by the borrower.

          Net Income. For any period, the total revenues applicable to such
 period, less the total expenses applicable to such period excluding additions
 to reserves for depreciation, bad debts or other similar non-cash reserves;
 provided, however, Net Income for purposes of calculating total allowable
 Operating Expenses (as defined herein) shall exclude the gain from the sale of
 the Company's assets.

          Net Sales Proceeds. In the case of a transaction described in clause
 (i)(A) of the definition of Sale, the proceeds of any such transaction less the
 amount of all real estate commissions and closing costs paid by the Company. In
 the case of a transaction described in clause (i)(B) of such definition, Net
 Sales Proceeds means the proceeds of any such transaction less the amount of
 any legal and other selling expenses incurred in connection with such
 transaction. In the case of a transaction described in clause (i)(C) of such
 definition, Net Sales Proceeds means the proceeds of any such transaction
 actually distributed to the Company from the Joint Venture. In the case of a
 transaction or series of transactions described in clause (i)(D) of the
 definition of Sale, Net Sales Proceeds means the proceeds of any such
 transaction less the amount of all commissions and closing costs paid by the
 Company. In the case of a transaction described in clause (ii) of the
 definition of Sale, Net Sales Proceeds means the proceeds of such transaction
 or series of transactions less all amounts generated thereby and reinvested in
 one or more Properties within 180 days thereafter and less the amount of any
 real estate commissions, closing costs, and legal and other selling expenses
 incurred by or allocated to the Company in connection with such transaction or
 series of transactions. Net Sales Proceeds shall also include, in the case of
 any lease of a Property consisting of a building only, any Mortgage Loan or any
 Secured Equipment Lease, any amounts from tenants, borrowers or lessees that
 the Company determines, in its discretion, to be economically equivalent to
 proceeds of a Sale. Net Sales Proceeds shall not include, as determined by the
 Company in its sole discretion, any amounts reinvested in one or more
 Properties, Mortgage Loans, or Secured Equipment Leases, to repay outstanding
 indebtedness, or to establish reserves.

          Offering Expenses. Any and all costs and expenses, other than Selling
 Commissions, any soliciting dealer servicing fees in connection with the 2000
 Offering, the marketing support fee and due diligence expense reimbursements
 incurred by the Company, the Advisor or any Affiliate of either in connection
 with the qualification and registration of the Company and the marketing and
 distribution of Shares, including, without limitation, the following: legal,
 accounting and escrow fees; printing, amending, supplementing, mailing and
 distributing costs; filing, registration and qualification fees and taxes;
 telegraph and telephone costs; and all advertising and marketing expenses,
 including the costs related to investor and broker-dealer sales meetings.

          Operating Expenses. All costs and expenses incurred by the Company, as
 determined under generally accepted accounting principles, which in any way are
 related to the operation of the Company or to Company business, including (a)
 advisory fees, (b) any soliciting dealer servicing fees in connection with the
 2000 Offering, (c) the Asset Management Fee, (d) the Performance Fee and (e)
 the Subordinated Incentive Fee, but excluding (i) the expenses of raising
 capital such as Offering Expenses, legal, audit, accounting, underwriting,
 brokerage, listing, registration, and other fees, printing and other such
 expenses and tax incurred in connection with the issuance, distribution,
 transfer, registration and Listing of the Shares, (ii) interest payments, (iii)
 taxes, (iv) non-cash expenditures such as depreciation, amortization and bad
 loan reserves, (v) the Advisor's subordinated 10% share of Net Sales Proceeds,
 and (vi) Acquisition Fees and Acquisition Expenses, real estate commissions on
 the sale of property, and other expenses connected with the acquisition, and
 ownership of real estate interests, mortgage loans or other property (such as
 the costs of foreclosure, insurance premiums, legal services, maintenance,
 repair and improvement of property).

          Performance Fee. The fee payable to the Advisor upon termination of
 this Agreement under certain circumstances if certain performance standards
 have been met and the Subordinated Incentive Fee has not been paid.

          Permanent Financing. The financing (i) to acquire Assets, (ii) to pay
 the Secured Equipment Lease Servicing Fee, (iii) to pay a fee of 4.5% of any
 Permanent Financing, excluding amounts to fund Secured Equipment Leases, as
 Acquisition Fees, and (iv) to refinance outstanding amounts on the Line of
 Credit.

          Person. An individual, corporation, partnership, estate, trust
 (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a
 portion of a trust permanently set aside for or to be used exclusively for the
 purposes described in Section 642(c) of the Code, association, private
 foundation within the meaning of Section 509(a) of the Code, joint stock
 company or other entity, or any government or any agency or political
 subdivision thereof, and also includes a group as that term is used for
 purposes of Section 13(d)(3) of the Exchange Act, but does not include (i) an
 underwriter that participates in a public offering of Equity Shares for a
 period of sixty (60) days following the initial purchase by such underwriter of
 such Equity Shares in such public offering, or (ii) CNL Retirement Corp.,
 during the period ending December 31, 1998, provided that the foregoing
 exclusions shall apply only if the ownership of such Equity Shares by an
 underwriter or CNL Retirement Corp. would not cause the Company to fail to
 qualify as a REIT by reason of being "closely held" within the meaning of
 Section 856(a) of the Code or otherwise cause the Company to fail to qualify as
 a REIT.

          Property or Properties. (i) The real properties, including the
 buildings located thereon, or (ii) the real properties only, or (iii) the
 buildings only, which are acquired by the Company, either directly or through
 joint venture arrangements or other partnerships.

          Prospectus. "Prospectus" means the same as that term as defined in
 Section 2(10) of the Securities Act of 1933, including a preliminary
 Prospectus, an offering circular as described in Rule 256 of the General Rules
 and Regulations under the Securities Act of 1933 or, in the case of an
 intrastate offering, any document by whatever name known, utilized for the
 purpose of offering and selling securities to the public.

          Real Estate Asset Value. The amount actually paid or allocated to the
 purchase, development, construction or improvement of a Property, exclusive of
 Acquisition Fees and Acquisition Expenses.

          Registration Statement. The Registration Statement (No. 333-100347) on
Form S-11 registering the Shares to be sold in the 2003 Offering.

          REIT. A "real estate  investment trust" under Sections 856 through 860
of the Code.

          Retirement Facilities. Facilities at which health care services are
 provided, including, but not limited to, congregate living, assisted living,
 and skilled nursing facilities, continuing care retirement communities and life
 care communities, and medical office buildings and walk-in clinics.

          Sale or Sales. (i) Any transaction or series of transactions whereby:
 (A) the Company sells, grants, transfers, conveys, or relinquishes its
 ownership of any Property or portion thereof, including the lease of any
 Property consisting of the building only, and including any event with respect
 to any Property which gives rise to a significant amount of insurance proceeds
 or condemnation awards; (B) the Company sells, grants, transfers, conveys, or
 relinquishes its ownership of all or substantially all of the interest of the
 Company in any Joint Venture in which it is a co-venturer or partner; (C) any
 Joint Venture in which the Company as a co-venturer or partner sells, grants,
 transfers, conveys, or relinquishes its ownership of any Property or portion
 thereof, including any event with respect to any Property which gives rise to
 insurance claims or condemnation awards; or (D) the Company sells, grants,
 conveys or relinquishes its interest in any Mortgage Loan or Secured Equipment
 Lease or portion thereof, including any event with respect to any Mortgage Loan
 or Secured Equipment Lease which gives rise to a significant amount of
 insurance proceeds or similar awards, but (ii) not including any transaction or
 series of transactions specified in clause (i)(A), (i)(B), or (i)(C) above in
 which the proceeds of such transaction or series of transactions are reinvested
 in one or more Properties within 180 days thereafter.

          Secured Equipment Leases. The Equipment financing made available by
 the Company to operators of Retirement Facilities pursuant to which the Company
 will finance, through loans or direct financing leases, the Equipment.

          Secured Equipment Lease Servicing Fee. The fee payable to the Advisor
 by the Company out of the proceeds of the Line of Credit or Permanent Financing
 for negotiating Secured Equipment Leases and supervising the Secured Equipment
 Lease program equal to 2% of the purchase price of the Equipment subject to
 each Secured Equipment Lease and paid upon entering into such lease or loan.

          Securities. Any Equity Shares, Excess Shares, as such term is defined
 in the Company's Articles of Incorporation, any other stock, shares or other
 evidences of equity or beneficial or other interests, voting trust
 certificates, bonds, debentures, notes or other evidences of indebtedness,
 secured or unsecured, convertible, subordinated or otherwise, or in general any
 instruments commonly known as "securities" or any certificates of interest,
 shares or participations in, temporary or interim certificates for, receipts
 for, guarantees of, or warrants, options or rights to subscribe to, purchase or
 acquire, any of the foregoing.

          Shares.  The common shares of the Company.

          Soliciting Dealers. Broker-dealers who are members of the National
 Association of Securities Dealers, Inc., or that are exempt from broker-dealer
 registration, and who, in either case, have executed participating broker or
 other agreements with the Managing Dealer to sell Shares.

          Sponsor. Any Person directly or indirectly instrumental in organizing,
 wholly or in part, the Company or any Person who will control, manage or
 participate in the management of the Company, and any Affiliate of such Person.
 Not included is any Person whose only relationship with the Company is that of
 an independent property manager of Company assets, and whose only compensation
 is as such. Sponsor does not include independent third parties such as
 attorneys, accountants, and underwriters whose only compensation is for
 professional services. A Person may also be deemed a Sponsor of the Company by:

          a.      taking the initiative,  directly or indirectly, in founding or
                  organizing  the business or enterprise of the Company,  either
                  alone or in conjunction with one or more other Persons;

          b.      receiving   a  material   participation   in  the  Company  in
                  connection  with the founding or organizing of the business of
                  the Company, in consideration of services or property, or both
                  services and property;

          c.      having a substantial number of relationships and contacts with
                  the Company;

          d.      possessing significant rights to control Company properties;

          e.      receiving fees for providing services to the Company which are
                  paid on a basis that is not customary in the industry; or

          f.      providing  goods or  services  to the Company on a basis which
                  was not negotiated at arms length with the Company.

          Stockholders.  The registered holders of the Company's Equity Shares.

          Stockholders' 8% Return. As of each date, an aggregate amount equal to
 an 8% cumulative, noncompounded, annual return on Invested Capital.

          Subordinated  Disposition  Fee. The  Subordinated  Disposition  Fee as
defined in Paragraph 9(c).

          Subordinated Incentive Fee. The fee payable to the Advisor under
 certain circumstances if the Shares are listed on a national securities
 exchange or over-the-counter market. The Subordinated Incentive Fee will not be
 paid if Listing occurs on the Pink Sheets or the OTC Bulletin Board.

          Termination Date.  The date of termination of the Agreement.

          Total Proceeds. The Gross Proceeds plus loan proceeds from Permanent
 Financing and amounts outstanding on the Line of Credit, if any, at the time of
 Listing, but excluding loan proceeds used to finance Secured Equipment Leases.

          Total Property Cost. With regard to any Company Property, an amount
 equal to the sum of the Real Estate Asset Value of such Property plus the
 Acquisition Fees paid in connection with such Property.

          2%/25% Guidelines. The requirement pursuant to the guidelines of the
 North American Securities Administrators Association, Inc. that, in any 12
 month period, total Operating Expenses not exceed the greater of 2% of the
 Company's Average Invested Assets during such 12 month period or 25% of the
 Company's Net Income over the same 12 month period.

          2000 Offering. The 2000 public offering of 15,500,000 Shares that
 commenced upon completion of the Initial Offering.

          2002 Offering. The 2002 public offering of 45,000,000 Shares that
 commenced upon completion of the 2000 Offering.

          2003 Offering. The 2003 public offering of 175,000,000 Shares that
 will commence upon completion of the 2002 Offering.

          Valuation.  An  estimate  of value of the  assets  of the  Company  as
determined by an Independent Expert.

          (2) Appointment. The Company hereby appoints the Advisor to serve as
 its advisor on the terms and conditions set forth in this Agreement, and the
 Advisor hereby accepts such appointment.

          (3) Duties of the Advisor. The Advisor undertakes to use its best
 efforts to present to the Company potential investment opportunities and to
 provide a continuing and suitable investment program consistent with the
 investment objectives and policies of the Company as determined and adopted
 from time to time by the Directors. In performance of this undertaking, subject
 to the supervision of the Directors and consistent with the provisions of the
 Registration Statement, Articles of Incorporation and Bylaws of the Company,
 the Advisor shall, either directly or by engaging an Affiliate:

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

                  (b)      provide  the  daily  management  of the  Company  and
                           perform  and  supervise  the  various  administrative
                           functions  reasonably necessary for the management of
                           the Company;

                  (c)      investigate,  select,  and, on behalf of the Company,
                           engage and conduct  business with such Persons as the
                           Advisor deems necessary to the proper  performance of
                           its obligations hereunder,  including but not limited
                           to consultants, accountants, correspondents, lenders,
                           technical advisors, attorneys, brokers, underwriters,
                           corporate fiduciaries,  escrow agents,  depositaries,
                           custodians,   agents   for   collection,    insurers,
                           insurance  agents,   banks,   builders,   developers,
                           property owners,  mortgagors,  and any and all agents
                           for any of the foregoing, including Affiliates of the
                           Advisor,  and  Persons  acting in any other  capacity
                           deemed by the Advisor  necessary or desirable for the
                           performance   of  any  of  the  foregoing   services,
                           including but not limited to entering into  contracts
                           in the name of the Company with any of the foregoing;

                  (d)      consult with the officers and Directors of the
                           Company and assist the Directors in the formulation
                           and implementation of the Company's financial
                           policies, and, as necessary, furnish the Directors
                           with advice and recommendations with respect to the
                           making of investments consistent with the investment
                           objectives and policies of the Company and in
                           connection with any borrowings proposed to be
                           undertaken by the Company;

                  (e)      subject to the  provisions of  Paragraphs  3(g) and 4
                           hereof,  (i)  locate,  analyze  and select  potential
                           investments  in  Properties  and  Mortgage  Loans and
                           potential lessees of Secured  Equipment Leases,  (ii)
                           structure and  negotiate the terms and  conditions of
                           transactions   pursuant   to  which   investment   in
                           Properties  and  Mortgage  Loans  will  be  made  and
                           Secured  Equipment  Leases  will  be  offered  by the
                           Company;  (iii) make  investments  in Properties  and
                           Mortgage  Loans  and  enter  into  Secured  Equipment
                           Leases on behalf of the  Company in  compliance  with
                           the   investment   objectives  and  policies  of  the
                           Company;  (iv) arrange for financing and  refinancing
                           and  make  other  changes  in the  asset  or  capital
                           structure  of, and dispose of,  reinvest the proceeds
                           from  the  sale  of,  or  otherwise   deal  with  the
                           investments in, Property,  Mortgage Loans and Secured
                           Equipment  Leases;  and (v)  enter  into  leases  and
                           service  contracts  for Company  Property and, to the
                           extent  necessary,   perform  all  other  operational
                           functions for the maintenance and  administration  of
                           such Company Property;

                  (f)      provide the Directors with periodic reports regarding
                           prospective investments in Properties and Mortgage
                           Loans and prospective lessees or borrowers of Secured
                           Equipment Leases;

                  (g)      obtain the prior approval of the Directors (including
                           a majority of all Independent Directors) for any and
                           all investments in Properties and Mortgage Loans, and
                           in connection with the offering of Secured Equipment
                           Leases;

                  (h)      negotiate on behalf of the Company with banks or
                           lenders for loans to be made to the Company and
                           negotiate on behalf of the Company with investment
                           banking firms and broker-dealers or negotiate private
                           sales of Shares and Securities or obtain loans for
                           the Company, but in no event in such a way so that
                           the Advisor shall be acting as broker-dealer or
                           underwriter; and provided, further, that any fees and
                           costs payable to third parties incurred by the
                           Advisor in connection with the foregoing shall be the
                           responsibility of the Company;

                  (i)      obtain reports (which may be prepared by the Advisor
                           or its Affiliates), where appropriate, concerning the
                           value of investments or contemplated investments of
                           the Company in Properties, Mortgage Loans, and/or
                           Secured Equipment Leases;

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

                  (k)      provide  the   Company   with  all   necessary   cash
                           management services;

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

                  (m)      deliver  to or  maintain  on  behalf  of the  Company
                           copies of all appraisals  obtained in connection with
                           the investments in Properties and Mortgage Loans;

                  (n)      notify   the   Board   of   all   proposed   material
                           transactions before they are completed; and

                  (o)      administer  the Secured  Equipment  Lease  program on
                           behalf of the Company.

          (4)     Authority of Advisor.

                  (a) Pursuant to the terms of this Agreement (including the
 restrictions included in this Paragraph 4 and in Paragraph 7), and subject to
 the continuing and exclusive authority of the Directors over the management of
 the Company, the Directors hereby delegate to the Advisor the authority to (1)
 locate, analyze and select investment opportunities, (2) structure the terms
 and conditions of transactions pursuant to which investments will be made or
 acquired for the Company, (3) acquire Properties, make Mortgage Loans and offer
 Secured Equipment Leases in compliance with the investment objectives and
 policies of the Company, (4) arrange for financing or refinancing Property,
 Mortgage Loans and Secured Equipment Leases, (5) enter into leases and service
 contracts for the Company's Property, and perform other property management
 services, (6) oversee non-affiliated property managers and other non-affiliated
 Persons who perform services for the Company; and (7) undertake accounting and
 other record-keeping functions at the Property level.

                  (b) Notwithstanding the foregoing, any investment in
 Properties or Mortgage Loans; or extension of a Secured Equipment Lease,
 including any acquisition of Property by the Company (as well as any financing
 acquired by the Company in connection with such acquisition), will require the
 prior approval of the Directors (including a majority of the Independent
 Directors).

                  (c) If a transaction requires approval by the Independent
 Directors, the Advisor will deliver to the Independent Directors all documents
 required by them to properly evaluate the proposed investment in the Property,
 Mortgage Loan or Secured Equipment Lease.

          The prior approval of a majority of the Independent Directors and a
 majority of the Directors not otherwise interested in the transaction will be
 required for each transaction with the Advisor or its Affiliates.

          The Directors may, at any time upon the giving of notice to the
 Advisor, modify or revoke the authority set forth in this Paragraph 4. If and
 to the extent the Directors so modify or revoke the authority contained herein,
 the Advisor shall henceforth submit to the Directors for prior approval such
 proposed transactions involving investments in Property as thereafter require
 prior approval, provided, however, that such modification or revocation shall
 be effective upon receipt by the Advisor and shall not be applicable to
 investment transactions to which the Advisor has committed the Company prior to
 the date of receipt by the Advisor of such notification.

          (5) Bank Accounts. The Advisor may establish and maintain one or more
 bank accounts in its own name for the account of the Company or in the name of
 the Company and may collect and deposit into any such account or accounts, and
 disburse from any such account or accounts, any money on behalf of the Company,
 under such terms and conditions as the Directors may approve, provided that no
 funds shall be commingled with the funds of the Advisor; and the Advisor shall
 from time to time render appropriate accountings of such collections and
 payments to the Directors and to the auditors of the Company.

          (6) Records; Access. The Advisor shall maintain appropriate records of
 all its activities hereunder and make such records available for inspection by
 the Directors and by counsel, auditors and authorized agents of the Company, at
 any time or from time to time during normal business hours. The Advisor shall
 at all reasonable times have access to the books and records of the Company.

          (7) Limitations on Activities. Anything else in this Agreement to the
 contrary notwithstanding, the Advisor shall refrain from taking any action
 which, in its sole judgment made in good faith, would (a) adversely affect the
 status of the Company as a REIT, (b) subject the Company to regulation under
 the Investment Company Act of 1940, or (c) violate any law, rule, regulation or
 statement of policy of any governmental body or agency having jurisdiction over
 the Company, its Equity Shares or its Securities, or otherwise not be permitted
 by the Articles of Incorporation or Bylaws of the Company, except if such
 action shall be ordered by the Directors, in which case the Advisor shall
 notify promptly the Directors of the Advisor's judgment of the potential impact
 of such action and shall refrain from taking such action until it receives
 further clarification or instructions from the Directors. In such event the
 Advisor shall have no liability for acting in accordance with the specific
 instructions of the Directors so given. Notwithstanding the foregoing, the
 Advisor, its directors, officers, employees and stockholders, and stockholders,
 directors and officers of the Advisor's Affiliates shall not be liable to the
 Company or to the Directors or Stockholders for any act or omission by the
 Advisor, its directors, officers or employees, or stockholders, directors or
 officers of the Advisor's Affiliates except as provided in Paragraphs 19 and 20
 of this Agreement.

          (8) Relationship with Directors. Directors, officers and employees of
 the Advisor or an Affiliate of the Advisor or any corporate parents of an
 Affiliate, or directors, officers or stockholders of any director, officer or
 corporate parent of an Affiliate may serve as a Director and as officers of the
 Company, except that no director, officer or employee of the Advisor or its
 Affiliates who also is a Director or officer of the Company shall receive any
 compensation from the Company for serving as a Director or officer other than
 reasonable reimbursement for travel and related expenses incurred in attending
 meetings of the Directors.

          (9)     Fees.

                  (a) Asset Management Fee. The Company shall pay to the Advisor
 as compensation for the advisory services rendered to the Company under
 Paragraph 3 above a monthly fee in an amount equal to one-twelfth of .60% of
 the Company's Real Estate Asset Value and the outstanding principal amount of
 the Mortgage Loans (the "Asset Management Fee"), as of the end of the preceding
 month. Specifically, Real Estate Asset Value equals the amount invested in the
 Properties wholly owned by the Company, determined on the basis of cost, plus,
 in the case of Properties owned by any Joint Venture or partnership in which
 the Company is a co-venturer or partner, the portion of the cost of such
 Properties paid by the Company, exclusive of Acquisition Fees and Expenses. The
 Asset Management Fee shall be payable monthly on the last day of such month, or
 the first business day following the last day of such month. The Asset
 Management Fee, which will not exceed fees which are competitive for similar
 services in the same geographic area, may or may not be taken, in whole or in
 part as to any year, in the sole discretion of the Advisor. All or any portion
 of the Asset Management Fee not taken as to any fiscal year shall be deferred
 without interest and may be taken in such other fiscal year as the Advisor
 shall determine.

                  (b) Acquisition Fees. The Company shall pay the Advisor a fee
 in the amount of 4.5% of Total Proceeds as Acquisition Fees. Acquisition Fees
 shall be reduced to the extent that, and, if necessary to limit, the total
 compensation paid to all persons involved in the acquisition of any Property to
 the amount customarily charged in arm's-length transactions by other persons or
 entities rendering similar services as an ongoing public activity in the same
 geographical location and for comparable types of Properties and to the extent
 that other acquisition fees, finder's fees, real estate commissions, or other
 similar fees or commissions are paid by any person in connection with the
 transaction. The total of all Acquisition Fees and any Acquisition Expenses
 shall be limited in accordance with the Articles of Incorporation.

                  (c) Subordinated Disposition Fee. If the Advisor or an
 Affiliate provides a substantial amount of the services (as determined by a
 majority of the Independent Directors) in connection with the Sale of one or
 more Properties, the Advisor or an Affiliate shall receive a Subordinated
 Disposition Fee equal to the lesser of (i) one-half of a Competitive Real
 Estate Commission or (ii) 3% of the sales price of such Property or Properties.
 The Subordinated Disposition Fee will be paid only if Stockholders have
 received total Distributions in an amount equal to the sum of their aggregate
 Invested Capital and their aggregate Stockholders' 8% Return. To the extent
 that Subordinated Disposition Fees are not paid by the Company on a current
 basis due to the foregoing limitation, the unpaid fees will be accrued and paid
 at such time as the subordination conditions have been satisfied. The
 Subordinated Disposition Fee may be paid in addition to real estate commissions
 paid to non-Affiliates, provided that the total real estate commissions paid to
 all Persons by the Company shall not exceed an amount equal to the lesser of
 (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real
 Estate Commission. In the event this Agreement is terminated prior to such time
 as the Stockholders have received total Distributions in an amount equal to
 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8%
 Return through the Termination Date, an appraisal of the Properties then owned
 by the Company shall be made and the Subordinated Disposition Fee on Properties
 previously sold will be deemed earned if the Appraised Value of the Properties
 then owned by the Company plus total Distributions received prior to the
 Termination Date equals 100% of Invested Capital plus an amount sufficient to
 pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if
 the Advisor has accrued but not been paid such Subordinated Disposition Fee,
 then for purposes of determining whether the subordination conditions have been
 satisfied, Stockholders will be deemed to have received a Distribution in the
 amount equal to the product of the total number of Shares outstanding and the
 average closing price of the Shares over a period, beginning 180 days after
 Listing, of 30 days during which the Shares are traded.

          (d) Subordinated Share of Net Sales Proceeds. The Subordinated Share
 of Net Sales Proceeds shall be payable to the Advisor in an amount equal to 10%
 of Net Sales Proceeds from Sales of assets of the Company after the
 Stockholders have received Distributions equal to the sum of the Stockholders'
 8% Return and 100% of Invested Capital. Following Listing, no Subordinated
 Share of Net Sales Proceeds will be paid to the Advisor.

          (e) Subordinated Incentive Fee. Upon Listing (other than on the Pink
 Sheets or the OTC Bulletin Board), the Advisor shall be paid the Subordinated
 Incentive Fee in an amount equal to 10% of the amount by which (i) the market
 value of the Company, measured by taking the average closing price or average
 of bid and asked price, as the case may be, over a period of 30 days during
 which the Shares are traded, with such period beginning 180 days after Listing
 (the "Market Value"), plus the total Distributions paid to Stockholders from
 the Company's inception until the date of Listing, exceeds (ii) the sum of (A)
 100% of Invested Capital and (B) the total Distributions required to be paid to
 the Stockholders in order to pay the Stockholders' 8% Return from inception
 through the date the Market Value is determined. The Company shall have the
 option to pay such fee in the form of cash, Securities, a promissory note or
 any combination of the foregoing. The Subordinated Incentive Fee will be
 reduced by the amount of any prior payment to the Advisor of a deferred,
 subordinated share of Net Sales Proceeds from Sales of assets of the Company.

          (f) Secured Equipment Lease Servicing Fee. The Company shall pay to
 the Advisor out of the Proceeds of the Line of Credit or Permanent Financing as
 compensation for negotiating its respective Secured Equipment Leases and
 supervising the Secured Equipment Lease program a fee equal to 2% of the
 purchase price of the Equipment subject to each Secured Equipment Lease upon
 entering into such lease or loan.

          (g) Loans from Affiliates. If any loans are made to the Company by an
 Affiliate of the Advisor, the maximum amount of interest that may be charged by
 such Affiliate shall be the lesser of (i) 1% above the prime rate of interest
 charged from time to time by The Bank of New York and (ii) the rate that would
 be charged to the Company by unrelated lending institutions on comparable loans
 for the same purpose. The terms of any such loans shall be no less favorable
 than the terms available between non-Affiliated Persons for similar commercial
 loans.

          (h) Changes to Fee Structure. In the event of Listing, the Company and
 the Advisor shall negotiate in good faith to establish a fee structure
 appropriate for a perpetual-life entity. A majority of the Independent
 Directors must approve the new fee structure negotiated with the Advisor. In
 negotiating a new fee structure, the Independent Directors shall consider all
 of the factors they deem relevant, including, but not limited to: (i) the
 amount of the advisory fee in relation to the asset value, composition and
 profitability of the Company's portfolio; (ii) the success of the Advisor in
 generating opportunities that meet the investment objectives of the Company;
 (iii) the rates charged to other REITs and to investors other than REITs by
 Advisors performing the same or similar services; (iv) additional revenues
 realized by the Advisor and its Affiliates through their relationship with the
 Company, including loan administration, underwriting or broker commissions,
 servicing, engineering, inspection and other fees, whether paid by the REIT or
 by others with whom the REIT does business; (v) the quality and extent of
 service and advice furnished by the Advisor; (vi) the performance of the
 investment portfolio of the REIT, including income, conversion or appreciation
 of capital, and number and frequency of problem investments; and (vii) the
 quality of the Property, Mortgage Loan and Secured Equipment Lease portfolio of
 the Company in relationship to the investments generated by the Advisor for its
 own account. The new fee structure can be no more favorable to the Advisor than
 the current fee structure.

          (10)    Expenses.

                  (a) In addition to the compensation paid to the Advisor
 pursuant to Paragraph 9 hereof, the Company shall pay directly or reimburse the
 Advisor for all of the expenses paid or incurred by the Advisor in connection
 with the services it provides to the Company pursuant to this Agreement,
 including, but not limited to:

                       (i) the Company's Offering Expenses;

                       (ii) Acquisition Expenses incurred in connection with the
selection and  acquisition of Properties for goods and services  provided by the
Advisor at the lesser of the actual cost or 90% of the competitive  rate charged
by  unaffiliated  persons  providing  similar  goods  and  services  in the same
geographic location;

                       (iii) the actual cost of goods and  services  used by the
Company and obtained from entities not affiliated  with the Advisor,  other than
Acquisition  Expenses,  including  brokerage  fees paid in  connection  with the
purchase and sale of securities;

                       (iv)  interest  and  other  costs  for  borrowed   money,
including discounts, points and other similar fees;

                       (v) taxes and assessments on income or Property and taxes
as an expense of doing business;

                       (vi)  costs   associated   with  insurance   required  in
connection with the business of the Company or by the Directors;

                       (vii) expenses of managing and operating Properties owned
by  the  Company,   whether  payable  to  an  Affiliate  of  the  Company  or  a
non-affiliated Person;

                       (viii) all expenses in  connection  with  payments to the
Directors and meetings of the Directors and Stockholders;

                       (ix)  expenses   associated  with  Listing  or  with  the
issuance and distribution of Shares and Securities,  such as selling commissions
and fees,  advertising  expenses,  taxes, legal and accounting fees, Listing and
registration fees, and other Offering Expenses;

                       (x) expenses  connected with payments of Distributions in
cash  or  otherwise  made  or  caused  to  be  made  by  the  Directors  to  the
Stockholders;

                       (xi)   expenses  of   organizing,   revising,   amending,
converting,   modifying,   or  terminating   the  Company  or  the  Articles  of
Incorporation;

                       (xii)   expenses  of  maintaining   communications   with
Stockholders,  including the cost of preparation,  printing,  and mailing annual
reports  and other  Stockholder  reports,  proxy  statements  and other  reports
required by governmental entities;

                       (xiii)  expenses  related to  negotiating  and  servicing
Mortgage Loans and Secured Equipment Leases;

                       (xiv)  expenses  related  to  negotiating  and  servicing
Secured Equipment Leases and administering the Secured Equipment Lease program;

                       (xv) administrative service expenses (including personnel
costs;  provided,  however,  that no  reimbursement  shall be made for  costs of
personnel to the extent that such personnel perform services in transactions for
which the Advisor receives a separate fee at the lesser of actual cost or 90% of
the competitive rate charged by unaffiliated persons providing similar goods and
services in the same geographic location); and

                       (xvi) audit, accounting and legal fees.

                  (b) Expenses incurred by the Advisor on behalf of the Company
 and payable pursuant to this Paragraph 10 shall be reimbursed no less than
 monthly to the Advisor. The Advisor shall prepare a statement documenting the
 expenses of the Company during each quarter, and shall deliver such statement
 to the Company within 45 days after the end of each quarter.

          (11) Other Services. Should the Directors request that the Advisor or
 any director, officer or employee thereof render services for the Company other
 than set forth in Paragraph 3, such services shall be separately compensated at
 such rates and in such amounts as are agreed by the Advisor and the Independent
 Directors of the Company, subject to the limitations contained in the Articles
 of Incorporation, and shall not be deemed to be services pursuant to the terms
 of this Agreement.

          (12) Reimbursement to the Advisor. The Company shall not reimburse the
 Advisor at the end of any fiscal quarter for Operating Expenses that, in the
 four consecutive fiscal quarters then ended (the "Expense Year") exceed the
 greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25%
 Guidelines") for such year. Within 60 days after the end of any fiscal quarter
 of the Company for which total Operating Expenses for the Expense Year exceed
 the 2%/25% Guidelines, the Advisor shall reimburse the Company the amount by
 which the total Operating Expenses paid or incurred by the Company exceed the
 2%/25% Guidelines. The Company will not reimburse the Advisor or its Affiliates
 for services for which the Advisor or its Affiliates are entitled to
 compensation in the form of a separate fee. All figures used in the foregoing
 computation shall be determined in accordance with generally accepted
 accounting principles applied on a consistent basis.

          (13) Other Activities of the Advisor. Nothing herein contained shall
 prevent the Advisor from engaging in other activities, including, without
 limitation, the rendering of advice to other Persons (including other REITs)
 and the management of other programs advised, sponsored or organized by the
 Advisor or its Affiliates; nor shall this Agreement limit or restrict the right
 of any director, officer, employee, or stockholder of the Advisor or its
 Affiliates to engage in any other business or to render services of any kind to
 any other partnership, corporation, firm, individual, trust or association. The
 Advisor may, with respect to any investment in which the Company is a
 participant, also render advice and service to each and every other participant
 therein. The Advisor shall report to the Directors the existence of any
 condition or circumstance, existing or anticipated, of which it has knowledge,
 which creates or could create a conflict of interest between the Advisor's
 obligations to the Company and its obligations to or its interest in any other
 partnership, corporation, firm, individual, trust or association. The Advisor
 or its Affiliates shall promptly disclose to the Directors knowledge of such
 condition or circumstance. If the Sponsor, Advisor, Director or Affiliates
 thereof have sponsored other investment programs with similar investment
 objectives which have investment funds available at the same time as the
 Company, it shall be the duty of the Directors (including the Independent
 Directors) to adopt the method set forth in the Registration Statement or
 another reasonable method by which properties are to be allocated to the
 competing investment entities and to use their best efforts to apply such
 method fairly to the Company.

          The Advisor shall be required to use its best efforts to present a
 continuing and suitable investment program to the Company which is consistent
 with the investment policies and objectives of the Company, but neither the
 Advisor nor any Affiliate of the Advisor shall be obligated generally to
 present any particular investment opportunity to the Company even if the
 opportunity is of character which, if presented to the Company, could be taken
 by the Company. The Advisor or its Affiliates may make such an investment in a
 property only after (i) such investment has been offered to the Company and all
 public partnerships and other investment entities affiliated with the Company
 with funds available for such investment and (ii) such investment is found to
 be unsuitable for investment by the Company, such partnerships and investment
 entities.

          In the event that the Advisor or its Affiliates is presented with a
 potential investment which might be made by the Company and by another
 investment entity which the Advisor or its Affiliates advises or manages, the
 Advisor and its Affiliates shall consider the investment portfolio of each
 entity, cash flow of each entity, the effect of the acquisition on the
 diversification of each entity's portfolio, rental payments during any renewal
 period, the estimated income tax effects of the purchase on each entity, the
 policies of each entity relating to leverage, the funds of each entity
 available for investment and the length of time such funds have been available
 for investment. In the event that an investment opportunity becomes available
 which is suitable for both the Company and a public or private entity which the
 Advisor or its Affiliates are Affiliated, then the entity which has had the
 longest period of time elapse since it was offered an investment opportunity
 will first be offered the investment opportunity.

          (14) Relationship of Advisor and Company. The Company and the Advisor
 are not partners or joint venturers with each other, and nothing in this
 Agreement shall be construed to make them such partners or joint venturers or
 impose any liability as such on either of them.

          (15) Term; Termination of Agreement. This Agreement shall continue in
 force until _______________, 2004, subject to an unlimited number of successive
 one-year renewals upon mutual consent of the parties. It is the duty of the
 Directors to evaluate the performance of the Advisor annually before renewing
 the Agreement, and each such agreement shall have a term of no more than one
 year.

          (16) Termination by Either Party. This Agreement may be terminated
 upon 60 days written notice without Cause or penalty, by either party (by a
 majority of the Independent Directors of the Company or a majority of the Board
 of Directors of the Advisor, as the case may be).

          (17) Assignment to an Affiliate. This Agreement may be assigned by the
 Advisor to an Affiliate with the approval of a majority of the Directors
 (including a majority of the Independent Directors). The Advisor may assign any
 rights to receive fees or other payments under this Agreement without obtaining
 the approval of the Directors. This Agreement shall not be assigned by the
 Company without the consent of the Advisor, except in the case of an assignment
 by the Company to a corporation or other organization which is a successor to
 all of the assets, rights and obligations of 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 by this Agreement.

          (18) Payments to and Duties of Advisor Upon  Termination.  Payments to
the  Advisor  pursuant  to this  Paragraph  (18)  shall be subject to the 2%/25%
Guidelines to the extent applicable.

                  (a) After the Termination Date, the Advisor shall not be
 entitled to compensation for further services hereunder except it shall be
 entitled to receive from the Company within 30 days after the effective date of
 such termination all unpaid reimbursements of expenses and all earned but
 unpaid fees payable to the Advisor prior to termination of this Agreement,
 exclusive of disputed items arising out of possible unauthorized transactions.

                  (b) Upon termination, the Advisor shall be entitled to payment
 of the Performance Fee if performance standards satisfactory to a majority of
 the Board of Directors, including a majority of the Independent Directors, when
 compared to (a) the performance of the Advisor in comparison with its
 performance for other entities, and (b) the performance of other advisors for
 similar entities, have been met. If Listing has not occurred, the Performance
 Fee, if any, shall equal 10% of the amount, if any, by which (i) the appraised
 value of the assets of the Company on the Termination Date, less the amount of
 all indebtedness secured by such assets, plus the total Distributions paid to
 stockholders from the Company's inception through the Termination Date, exceeds
 (ii) Invested Capital plus an amount equal to the Stockholders' 8% Return from
 inception through the Termination Date. The Advisor shall be entitled to
 receive all accrued but unpaid compensation and expense reimbursements in cash
 within 30 days of the Termination Date. All other amounts payable to the
 Advisor in the event of a termination shall be evidenced by a promissory note
 and shall be payable from time to time.

                  (c) The Performance Fee shall be paid in 12 equal quarterly
 installments without interest on the unpaid balance, provided, however, that no
 payment will be made in any quarter in which such payment would jeopardize the
 Company's REIT status, in which case any such payment or payments will be
 delayed until the next quarter in which payment would not jeopardize REIT
 status. Notwithstanding the preceding sentence, any amounts which may be deemed
 payable at the date the obligation to pay the Performance Fee is incurred which
 relate to the appreciation of the Company's assets shall be an amount which
 provides compensation to the Advisor only for that portion of the holding
 period for the respective assets during which the Advisor provided services to
 the Company.

                  (d) If Listing occurs, the Performance Fee, if any, payable
 thereafter will be as negotiated between the Company and the Advisor. The
 Advisor shall not be entitled to payment of the Performance Fee in the event
 this Agreement is terminated because of failure of the Company and the Advisor
 to establish, pursuant to Paragraph 9(h) hereof, a fee structure appropriate
 for a perpetual-life entity at such time, if any, as Listing occurs.

                  (e)      The Advisor shall promptly upon termination:

                           (i) pay over to the Company all money  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;

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

                           (iii) deliver to the Directors all assets,  including
Properties,  Mortgage Loans, and Secured Equipment Leases,  and documents of the
Company then in the custody of the Advisor; and

                           (iv) cooperate with the Company to provide an orderly
management transition.

          (19) Indemnification by the Company. The Company shall indemnify and
 hold harmless the Advisor and its Affiliates, including their respective
 officers, directors, partners and employees, from all liability, claims,
 damages or losses arising in the performance of their duties hereunder, and
 related expenses, including reasonable attorneys' fees, to the extent such
 liability, claims, damages or losses and related expenses are not fully
 reimbursed by insurance, subject to any limitations imposed by the laws of the
 State of Maryland or the Articles of Incorporation of the Company.
 Notwithstanding the foregoing, the Advisor shall not be entitled to
 indemnification or be held harmless pursuant to this Paragraph 19 for any
 activity for which the Advisor shall be required to indemnify or hold harmless
 the Company pursuant to Paragraph 20. Any indemnification of the Advisor may be
 made only out of the net assets of the Company and not from Stockholders.

          (20) Indemnification by Advisor. The Advisor shall indemnify and hold
 harmless the Company from contract or other liability, claims, damages, taxes
 or losses and related expenses including attorneys' fees, to the extent that
 such liability, claims, damages, taxes or losses and related expenses are not
 fully reimbursed by insurance and are incurred by reason of the Advisor's bad
 faith, fraud, willful misfeasance, misconduct, negligence or reckless disregard
 of its duties, but the Advisor shall not be held responsible for any action of
 the Board of Directors in following or declining to follow any advice or
 recommendation given by the Advisor.

          (21) 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 required by the Articles
 of Incorporation, the Bylaws, or accepted by the party to whom it is given, and
 shall be given by being delivered by hand or by overnight mail or other
 overnight delivery service to the addresses set forth herein:

 To the Directors and to the Company:          CNL Retirement Properties, Inc.
                                               CNL Center at City Commons
                                               450 South Orange Avenue
                                               Orlando, Florida  32801

 To the Advisor:                               CNL Retirement Corp.
                                               CNL Center at City Commons
                                               450 South Orange Avenue
                                               Orlando, Florida  32801

 Either party may at any time give notice in writing to the other party of a
 change in its address for the purposes of this Paragraph 21.

          (22) Modification. 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 hereto, or their respective successors or
 assignees.

          (23) Severability. The provisions of this Agreement are independent of
 and severable 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.

          (24) Construction. The provisions of this Agreement shall be construed
 and interpreted in accordance with the laws of the State of Florida.

          (25) 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.

          (26) 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.

          (27) 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.

          (28) 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.

          (29) 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.

          (30) Name. CNL Retirement Corp. has a proprietary interest in the name
 "CNL." Accordingly, and in recognition of this right, if at any time the
 Company ceases to retain CNL Retirement Corp. or an Affiliate thereof to
 perform the services of Advisor, the Directors of the Company will, promptly
 after receipt of written request from CNL Retirement Corp., cease to conduct
 business under or use the name "CNL" or any diminutive thereof and the Company
 shall use its best efforts to change the name of the Company to a name that
 does not contain the name "CNL" or any other word or words that might, in the
 sole discretion of the Advisor, be susceptible of indication of some form of
 relationship between the Company and the Advisor or any Affiliate thereof.
 Consistent with the foregoing, it is specifically recognized that the Advisor
 or one or more of its Affiliates has in the past and may in the future
 organize, sponsor or otherwise permit to exist other investment vehicles
 (including vehicles for investment in real estate) and financial and service
 organizations having "CNL" as a part of their name, all without the need for
 any consent (and without the right to object thereto) by the Company or its
 Directors.

          (31) Initial Investment. The Advisor has contributed to the Company
 $200,000 in exchange for 20,000 Equity Shares (the "Initial Investment"). The
 Advisor may not sell these shares while the Advisory Agreement is in effect,
 although the Advisor may transfer such shares to Affiliates. The restrictions
 included above shall not apply to any Equity Shares, other than the Equity
 Shares acquired through the Initial Investment, acquired by the Advisor or its
 Affiliates. The Advisor shall not vote any Equity Shares it now owns, or
 hereafter acquires, in any vote for the removal of Directors or any vote
 regarding the approval or termination of any contract with the Advisor or any
 of its Affiliates.

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

                                          CNL RETIREMENT PROPERTIES, INC.

                                          By:  _____________________
                                          Name: James M. Seneff, Jr.
                                          Its:  Chairman of the Board and
                                                 Chief Executive Officer

                                          CNL RETIREMENT CORP.

                                          By:  ______________________
                                          Name: Thomas J. Hutchison III
                                          Its:  President