THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

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                                                                    EXHIBIT 10.3

                  THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

     THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of September
30, 2007, is between CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED, a
Maryland corporation (the "Company"), and CAREY ASSET MANAGEMENT CORP., a
Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC (the
"Advisor").

                                    WITNESSETH:

     WHEREAS, the Company intends to qualify as a REIT (as defined below), and
to invest its funds in investments permitted by the terms of any prospectus
pursuant to which it raised equity capital and Sections 856 through 860 of the
Code (as defined below);

     WHEREAS, the Company and the Advisor entered into an initial advisory
agreement, dated December 19, 2003, which has been subsequently amended and
restated;

     WHEREAS, the Company desires to continue to avail itself of the experience,
sources of information, advice and assistance of, 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;

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

     WHEREAS, the parties desire to further amend and restate their mutual
agreements as set forth herein;

     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 Agreement, the following terms have the
definitions hereinafter indicated:

     "2%/25% Guidelines." The requirement, as provided for in Section 13 hereof,
that, in the 12-month period ending on the last day of any fiscal quarter,
Operating Expenses not exceed the greater of two percent of Average Invested
Assets during such 12-month period or 25% of the Company's Adjusted Net Income
over the same 12-month period.

     "Acquisition Expense." To the extent not paid or to be paid by the seller
or lessee in the case of a Property or the borrower in the case of a Loan, those
expenses, including but not limited to travel and communications expenses, the
cost of appraisals, title insurance, nonrefundable option payments on Property
not acquired, legal fees and expenses, accounting fees and expenses and
miscellaneous expenses, related to selection, acquisition and origination of
Properties and Loans, whether or not a particular Property or Loan ultimately is
acquired or originated. Acquisition Expenses shall not include Acquisition Fees.

     "Acquisition Expense Allowance." An amount equal to one half percent of the
Contract Purchase Price of a Property or Loan, to be paid to the Advisor in
connection with Properties and Loans acquired using proceeds of the Part I
Offering, to provide for the payment by the Advisor of Acquisition Expenses and
such other expenses as provided in Section 10(b) hereof.

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     "Acquisition Fee." Any fee or commission (including any interest thereon)
paid by the Company to the Advisor or, with respect to Section 9(d), by the
Company to any party, in connection with the making or investing in Loans and
the purchase, development or construction of Properties by the Company. A
Development Fee or a Construction Fee paid to a Person not affiliated with the
Sponsor in connection with the actual development or construction of a project
after acquisition of the Property by the Company shall not be deemed an
Acquisition Fee. Acquisition Fees include, but are not limited to, any real
estate commission, selection fee, development fee (other than as described
above) or any fee of a similar nature, however designated. Acquisition Fees
include Subordinated Acquisition Fees unless the context otherwise requires.
Acquisition Fees shall not include Acquisition Expenses or the Acquisition
Expense Allowance.

     "Adjusted Invested Assets." The average during any period of the aggregate
historical cost, or to the extent available for a particular asset, the most
recent Appraised Value, of the Investment Assets of the Company, before
accumulated reserves for depreciation or bad debt allowances or other similar
non-cash reserves, computed (unless otherwise specified) by taking the average
of such values at the end of each month during such period.

     "Adjusted Investor Capital." As of any date, the Initial Investor Capital
reduced by any Redemptions, other than Redemptions intended to qualify as a
liquidity event for purposes of this Agreement, and by any other Distributions
on or prior to such date determined by the Board to be from Cash from Sales and
Financings.

     "Adjusted Net Income." For any period, the total revenues recognized in
such period, less the total expenses recognized in such period, excluding
additions to reserves for depreciation and amortization, bad debts or other
similar non-cash reserves; provided, however, if the Advisor receives a
Subordinated Incentive Fee, Adjusted Net Income for purposes of calculating
total allowable Operating Expenses shall exclude any gain, losses or writedowns
from the sale of the Company's assets that gave rise to such Subordinated
Incentive Fee.

     "Advisor." Carey Asset Management Corp, a corporation organized under the
laws of the State of Delaware and wholly-owned by W. P. Carey & Co.   LLC.

     "Affiliate." An Affiliate of another Person shall include any of the
following: (i) any Person directly or indirectly owning, controlling, or
holding, with power to vote ten percent or more of the outstanding voting
securities of such other Person; (ii) any Person ten percent or more of whose
outstanding voting securities are directly or indirectly owned, controlled, or
held, with power to vote, by such other Person; (iii) any Person directly or
indirectly controlling, controlled by, or under common control with such other
Person; (iv) any executive officer, director, trustee or general partner of such
other Person; or (v) any legal entity for which such Person acts as an executive
officer, director, trustee or general partner.

     "Agreement." This Advisory Agreement.

     "Appraised Value." Value according to an appraisal made by an Independent
Appraiser, which may take into consideration any factor deemed appropriate by
such Independent Appraiser, including, but not limited to, the terms and
conditions of any lease of the relevant property, the quality of any lessee's
credit and the conditions of the credit markets. The Appraised Value may be
greater than the construction cost or the replacement cost of the property. For
purposes of the definition of Adjusted Invested Assets, Appraised Value shall
not include the initial appraisal of any property in connection with the
acquisition of that property.


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     "Articles of Incorporation." Articles of Incorporation of the Company under
the General Corporation Law of Maryland, as amended from time to time, pursuant
to which the Company is organized.

     "Asset Management Fee." The Asset Management Fee as defined in Section 9(a)
hereof.

      "Average Invested Assets." The average during any period of the aggregate
book value of the assets of the Company invested, directly or indirectly, in
Properties and in Loans, before deducting reserves for depreciation, bad debts,
impairments, amortization and all other similar non-cash reserves, computed by
taking the average of such values at the end of each month during such period.

     "Board or Board of Directors." The Board of Directors of the Company.

     "Bylaws." The bylaws of the Company.

     "Cash from Financings." Net cash proceeds realized by the Company from the
financing of Investment Assets or the refinancing of any Company indebtedness.

     "Cash from Sales." Net cash proceeds realized by the Company from the sale,
exchange or other disposition of any of its assets after deduction of all
expenses incurred in connection therewith. Cash from Sales shall not include
Cash from Financings.

     "Cash from Sales and Financings." The total sum of Cash from Sales and Cash
from Financings.

     "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 that, in each case, is determined by a majority of the Independent
Directors to be materially adverse to the Company, or a breach of a material
term or condition of this Agreement by the Advisor and the Advisor has not cured
such breach within 30 days of written notice thereof or, in the case of any
breach that cannot be cured within 30 days by reasonable effort, has not taken
all necessary action within a reasonable time period to cure such breach.

     "Change of Control." A change of control of the Company of 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 (the "Exchange Act"), as enacted and in force on the date
hereof, 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, as enacted and in force on the date hereof)
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; (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; or (iv) there occurs a contested proxy solicitation of
the Shareholders of the Company that results in the contesting party electing
candidates to a majority of the Board's positions next up for election.

     "Code." Internal Revenue Code of 1986, as amended.

     "Company." Corporate Property Associates 16 - Global Incorporated, a
corporation organized under the laws of the State of Maryland.


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     "Competitive Real Estate Commission." The real estate or brokerage
commission paid for the purchase or sale of a property that is reasonable,
customary and competitive in light of the size, type and location of the
property.

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

     "Contract Purchase Price." The amount actually paid for, or allocated to,
the purchase, development, construction or improvement of a Property or acquired
Loan or, in the case of an originated Loan, the principal amount of such Loan,
exclusive, in each case, of Acquisition Fees, Acquisition Expenses and the
Acquisition Expense Allowance.

     "Contract Sales Price." The total consideration received by the Company for
the sale of Properties and Loans.

     "Cumulative Return." For the period for which the calculation is being
made, the percentage resulting from dividing (A) the total Distributions for
such period (not including Distributions out of Cash from Sales and Financings),
by (B) the product of (i) the average Adjusted Investor Capital for such period
(calculated on a daily basis), and (ii) the number of years (including fractions
thereof) elapsed during such period. Notwithstanding the foregoing, neither the
Shares received by the Advisor or its Affiliates for any consideration other
than cash, nor the Distributions in respect of such Shares, shall be included in
the foregoing calculation.

     "Development Fee." A fee for the packaging of a Property including
negotiating and approving plans, and undertaking to assist in obtaining zoning
and necessary variances and necessary financing for the specific Property,
either initially or at a later date.

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

     "Distributions." Distributions declared by the Board.

     "GAAP." Generally accepted accounting principles in the United States.

     "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; provided that such breach (a) is of a material term or condition of
this Agreement and (b) the Company has not cured such breach within 30 days of
written notice thereof or, in the case of any breach that cannot be cured within
30 days by reasonable effort, has not taken all necessary action within a
reasonable time period to cure such breach.

     "Gross Offering Proceeds." The aggregate purchase price of Shares sold in
any Offering.

     "Independent Appraiser." A qualified appraiser of real estate as determined
by the Board, who is not affiliated, directly or indirectly, with the Company,
the Advisor or their respective Affiliates. Membership in a nationally
recognized appraisal society such as the American Institute of Real Estate
Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence
of such qualification.


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     "Independent Director." A Director of the Company who meets the criteria
for an Independent Director specified in the Bylaws.

     "Individual." Any natural person and those organizations treated as natural
persons in Section 542(a) of the Code.

     "Initial Closing Date." The first date on which Shares were issued pursuant
to an Offering.

     "Initial Investor Capital." The total amount of capital invested from time
to time by Shareholders (computed at the Original Issue Price per Share),
excluding any Shares received by the Advisor or its Affiliates for any
consideration other than cash.

     "Investment Asset." Any Property, Loan or Other Permitted Investment Asset.

     "Loan Refinancing Fee." The Loan Refinancing Fee as defined in Section 9(e)
hereof.

     "Loans." The notes and other evidences of indebtedness or obligations
acquired or entered into by the Company as lender which are secured or
collateralized by personal property, or fee or leasehold interests in real
estate or other assets, including but not limited to first or subordinate
mortgage loans, construction loans, development loans, loans secured by capital
stock or any other assets or form of equity interest and any other type of loan
or financial arrangement, such as providing or arranging for letters of credit,
providing guarantees of obligations to third parties, or providing commitments
for loans. The term "Loans" shall not include leases which are not recognized as
leases for Federal income tax reporting purposes.

     "Market Value." The value calculated by multiplying the total number of
outstanding Shares by the average closing price of the Shares over the 30
trading days beginning 180 calendar days after the Shares are first listed on a
national security exchange or included for quotation on Nasdaq, as the case may
be.

     "Nasdaq." The national automated quotation system operated by the National
Association of Securities Dealers, Inc.

     "Offering." The offering of Shares pursuant to a Prospectus.

     "Operating Expenses." All operating, general and administrative expenses
paid or incurred by the Company, as determined under GAAP, except the following
(insofar as they would otherwise be considered operating, general and
administrative expenses under GAAP): (i) interest and discounts and other cost
of borrowed money; (ii) taxes (including state and Federal income tax, property
taxes and assessments, franchise taxes and taxes of any other nature); (iii)
expenses of raising capital, including Organization and Offering Expenses,
printing, engraving, and other expenses, and taxes incurred in connection with
the issuance and distribution of the Company's Shares and Securities; (iv)
Acquisition Expenses, real estate commissions on resale of property and other
expenses connected with the acquisition, disposition, origination, ownership and
operation of real estate interests, mortgage loans, or other property, including
the costs of foreclosure, insurance premiums, legal services, brokerage and
sales commissions, maintenance, repair and improvement of property; (v)
Acquisition Fees or Subordinated Disposition Fees payable to the Advisor or any
other party; (vi) non-cash items, such as depreciation, amortization, depletion,
and additions to reserves for depreciation, amortization, depletion, losses and
bad debts; (vii) Termination Fees; and (viii) Subordinated Incentive Fees paid
in compliance with Section 9(i). Notwithstanding anything herein to the
contrary, Operating Expenses shall include the Asset Management Fee and the Loan
Refinancing Fee.


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     "Organization and Offering Expenses." Those expenses payable by the Company
in connection with the formation, qualification and registration of the Company
and in marketing and distributing Shares, including, but not limited to: (i) the
preparation, printing, filing and delivery of any registration statement or
Prospectus and the preparing and printing of contractual agreements between the
Company and the Sales Agent and the Selected Dealers (including copies thereof);
(ii) the preparing and printing of the Articles of Incorporation and Bylaws,
solicitation material and related documents and the filing and/or recording of
such documents necessary to comply with the laws of the State of Maryland for
the formation of a corporation and thereafter for the continued good standing of
a corporation; (iii) the qualification or registration of the Shares under state
securities or "Blue Sky" laws; (iv) any escrow arrangements, including any
compensation to an escrow agent; (v) the filing fees payable to the SEC and to
the National Association of Securities Dealers, Inc.; (vi) reimbursement for the
reasonable and identifiable out-of-pocket expenses of the Sales Agent and the
Selected Dealers, including the cost of their counsel; (vii) the fees of the
Company's counsel; (viii) all advertising expenses incurred in connection with
the Offering, including the cost of all sales literature and the costs related
to investor and broker-dealer sales and information meetings and marketing
incentive programs; and (ix) selling commissions, marketing fees, incentive
fees, due diligence fees and wholesaling fees and expenses incurred in
connection with the sale of the Shares.

     "Original Issue Price." For any share issued in an Offering, the price at
which such Share was initially offered to the public by the Company, regardless
of whether selling commissions were paid in connection with the purchase of such
Shares from the Company.

     "Other Permitted Investment Asset." An asset, other than cash, cash
equivalents, short term bonds, auction rate securities and similar short term
investments, acquired by the Company for investment purposes that is not a Loan
or a Property and is consistent with the investment objectives and policies of
the Company.

     "Other Permitted Investment Assets Fee." The Other Permitted Investment
Assets Fee as defined in Section 9(h).

     "Part I Offering." The Offering of 110,000,000 Shares of the Company,
declared effective by the Securities and Exchange Commission pursuant to the
Company's Registration Statement on Form S-11 (File No. 333-106838).

     "Part II Offering." The Offering of 55,000,000 Shares of the Company,
declared effective by the Securities and Exchange Commission pursuant to the
Company's Registration Statement on Form S-11 (File No. 333-119265).

     "Person." An Individual, corporation, partnership, joint venture,
association, company, trust, bank, or other entity, or government or any agency
or political subdivision of a government.

     "Preferred Return." A Cumulative Return of six percent computed from the
Initial Closing Date through the date as of which such amount is being
calculated.

     "Property or Properties." The Company's partial or entire interest in real
property (including leasehold interests) and personal or mixed property
connected therewith. An investment which obligates the Company to acquire a
Property will be treated as a Property for purposes of this Agreement

     "Property Management Fee." A fee for property management services rendered
by the Advisor or its Affiliates in connection with Properties acquired directly
or through foreclosure.


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     "Prospectus." Any prospectus pursuant to which the Company offers Shares in
a public offering, as the same may at any time and from time to time be amended
or supplemented after the effective date of the registration statement in which
it is included.

     "Redemptions." An amount determined by multiplying the number of Shares
redeemed by the Original Issue Price.

     "REIT." A real estate investment trust, as defined in Sections 856-860 of
the Code.

     "Sales Agent." Carey Financial Corporation.

     "Securities." Any stock, shares (other than currently outstanding Shares
and subsequently issued Shares), 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 certificate of interest, shares or participation in
temporary or interim certificates for receipts (or, guarantees of, or warrants,
options or rights to subscribe to, purchase or acquire any of the foregoing),
which subsequently may be issued by the Company.

     "Selected Dealers." Broker-dealers who are members of the National
Association of Securities Dealers, Inc. and who have executed an agreement with
the Sales Agent in which the Selected Dealers agree to participate with the
Sales Agent in the Offering.

     "Shareholders." Those Persons who, at the time any calculation hereunder is
to be made, are shown as holders of record of Shares on the books and records of
the Company.

     "Shares." All of the shares of common stock of the Company, $.001 par
value, and any other shares of common stock of the Company.

     "Sponsor." W.P. Carey & Co. LLC and any other 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 any such person. Sponsor does not include a person whose only
relationship to the Company is that of an independent property manager and whose
only compensation is as such. Sponsor also does not include wholly independent
third parties such as attorneys, accountants and underwriters whose only
compensation is for professional services.

     "Subordinated Acquisition Fee." The Subordinated Acquisition Fee as defined
in Section 9(c).

     "Subordinated Disposition Fee." The Subordinated Disposition Fee as defined
in Section 9(g) hereof.

     "Subordinated Incentive Fee." The Subordinated Incentive Fee as defined in
Section 9(i) hereof.

     "Termination Date." The effective date of any termination of this
Agreement.

     "Termination Fee." An amount equal to 15% of the amount, if any, by which
(1) the fair value of the Investment Assets, less the amount of all indebtedness
secured by such Investment Assets and less any fees (other than the Termination
Fee) payable to the Advisor, in each case as of the Termination Date, exceeds
(2) the total of the Adjusted Investor Capital plus an amount equal to the
Preferred Return through the Termination Date reduced by the total Distributions
paid by the Company from its inception through the Termination Date (other than
Distributions made from Cash from Sales and Financings that are counted in
determining Adjusted Investor Capital). For purposes of calculating this Fee (i)
the fair


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value of any Property shall be its Appraised Value, and (ii) any payments in
respect of redeemed Shares (other than in respect of Redemptions intended to
qualify as a liquidity event for purposes of this Agreement), Shares received by
the Advisor or its Affiliates for any consideration other than cash and the
Distributions in respect of such Shares shall be excluded.

     "Total Property Cost." With regard to any Property or Loan, an amount equal
to the sum of the Contract Purchase Price of such Property or Loan plus the
Acquisition Fees paid in connection with such Property or Loan.

     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 Board. In performance of this undertaking, subject to the
supervision of the Board and consistent with the provisions of the Articles of
Incorporation and Bylaws of the Company and any Prospectus pursuant to which
Shares are offered, 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 Directors of the Company and assist the Board in the
     formulation and implementation of the Company's policies, and furnish the
     Board with such information, advice and recommendations as they may request
     or as otherwise may be necessary to enable them to discharge their
     fiduciary duties with respect to matters coming before the Board;

          (e) subject to the provisions of Sections 3(g) and 4 hereof: (i)
     locate, analyze and select potential investments in Investment Assets; (ii)
     structure and negotiate the terms and conditions of transactions pursuant
     to which investments in Investment Assets will be made, purchased or
     acquired by the Company; (iii) make investments in Investment Assets on
     behalf of the Company in compliance with the investment objectives and
     policies of the Company; (iv) arrange for financing and refinancing of,
     make other changes in the asset or capital structure of, dispose of,
     reinvest the proceeds from the sale of, or otherwise deal with the
     investments in, Investment Assets; and (v) enter into leases and service
     contracts for Properties and, to the extent


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     necessary, perform all other operational functions for the maintenance and
     administration of such Properties;

          (f) provide the Board with periodic reports regarding prospective
     investments in Investment Assets;

          (g) obtain the prior approval of the Board (including a majority of
     the Independent Directors) for any and all investments in Property which do
     not meet all of the requirements set forth in Section 4(b) hereof;

          (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 Investment Assets;

          (j) obtain for, or provide to, the Company such services as may be
     required in acquiring, managing and disposing of Investment Assets,
     including, but not limited to: (i) the negotiation, making and servicing of
     Loans; (ii) the disbursement and collection of Company monies; (iii) the
      payment of debts of and fulfillment of the obligations of the Company; and
     (iv) the handling, prosecuting and settling of any claims of or against the
     Company, including, but not limited to, foreclosing and otherwise enforcing
     mortgages and other liens securing the Loans;

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

          (l) communicate on behalf of the Company with Shareholders as required
     to satisfy the reporting and other requirements of any governmental bodies
     or agencies to Shareholders and third parties and otherwise as requested by
     the Company;

          (m) provide or arrange for administrative services and items, legal
     and other services, office space, office furnishings, personnel and other
     overhead items necessary and incidental to the Company's business and
     operations;

          (n) provide the Company with such accounting data and any other
     information requested by the Company concerning the investment activities
     of the Company as shall be required to prepare and to file all periodic
     financial reports and returns required to be filed with the Securities and
     Exchange Commission and any other regulatory agency, including annual
     financial statements;

          (o) maintain the books and records of the Company;

          (p) supervise the performance of such ministerial and administrative
     functions as may be necessary in connection with the daily operations of
     the Properties and Loans;

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


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

          (s) perform such other services as may be required from time to time
     for management and other activities relating to the assets of the Company
     as the Advisor shall deem advisable under the particular circumstances;

          (t) arrange to obtain on behalf of the Company as requested by the
     Board, and deliver to or maintain on behalf of the Company copies of, all
     appraisals obtained in connection with investments in Properties and Loans;
     and

          (u) if a transaction, proposed transaction or other matter requires
     approval by the Board or by the Independent Directors, deliver to the Board
     or the Independent Directors, as the case may be, all documentation
     reasonably requested by them to properly evaluate such transaction,
     proposed transaction or other matter.

     4. Authority of Advisor.

          (a) Pursuant to the terms of this Agreement (and subject to the
     restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and
     in Section 7 hereof), and subject to the continuing and exclusive authority
     of the Board over the management of the Company, the Board hereby delegates
     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 Property, make or acquire Loans and make or acquire Other Permitted
     Investment Assets in compliance with the investment objectives and policies
     of the Company; (4) arrange for financing or refinancing, or make changes
     in the asset or capital structure of, and dispose of or otherwise deal
     with, Investment Assets; (5) enter into leases and service contracts for
     Properties, and perform other property level operations; (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 Investment Asset level.

          (b) The consideration paid for an Investment acquired by the Company
     shall ordinarily be based on the fair market value thereof. Consistent with
     the foregoing provision, the Advisor may, without further approval by the
     Board (except with respect to transactions subject to paragraphs (c) and
     (d)) invest on behalf of the Company in an Investment Asset so long as, in
     the Advisor's good faith judgment, (i) the Total Property Cost of such
     Investment Asset does not exceed the fair market value thereof, and in the
     case of an Investment Asset that is a Property, shall in no event exceed
     the Appraised Value of such Property and (ii) the Investment Asset, in
     conjunction with the Company's other investments and proposed investments,
     at the time the Company is committed to purchase or originate the
      Investment Asset, is reasonably expected to fulfill the Company's
     investment objectives and policies as established by the Board and then in
     effect. For purposes of the foregoing, Total Property Cost shall be
     measured at the date the Investment Asset is acquired and shall exclude
     future commitments to fund improvements. Investments not meeting the
     foregoing criteria must be approved in advance by the Board.

          (c) Notwithstanding anything to the contrary contained in this
     Agreement, the Advisor shall not cause the Company to make investments that
     do not comply with Article VIII (Restrictions on Investments and
     Activities) and related sections of the Bylaws.


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<PAGE>

          (d) The prior approval of the Board, including a majority of the
     Independent Directors and a majority of the Directors not interested in the
     transaction, will be required for: (i) investments in Properties made
     through co-investment or joint venture arrangements with the Sponsor, the
     Advisor or any of their Affiliates; (ii) investments in Investment Assets
     which are not contemplated by the terms of a Prospectus; (iii) transactions
     that present issues which involve conflicts of interest for the Advisor or
     an Affiliate (other than conflicts involving the payment of fees or the
     reimbursement of expenses); (iv) the lease of assets to the Sponsor, any
     Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or
     sale of an Investment Asset from or to the Advisor or an Affiliate; and
     (vi) the retention of any Affiliate of the Advisor to provide services to
     the Company not expressly contemplated by this Agreement and the terms of
      such services by such Affiliate. In addition, the Advisor shall comply with
     any further approval requirements set forth in the Bylaws.

          (e) The Board may, at any time upon the giving of notice to the
     Advisor, modify or revoke the authority set forth in this Section 4. If and
     to the extent the Board so modifies or revokes the authority contained
     herein, the Advisor shall henceforth comply with such modification or
     revocation, 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,
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 Board 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
Board 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 adversely affect the
status of the Company as a REIT, subject the Company to regulation under the
Investment Co