EXHIBIT 10.1

                              MANAGEMENT AGREEMENT

        MANAGEMENT AGREEMENT, dated as of March ______, 1996 (this 
"Agreement"), by and between FLORDECO, LTD., a Florida limited partnership (the
"Partnership") and FLORDECO, INC., a Florida corporation (the "Management

         WHEREAS, the personnel of the Management Company and its wholly-owned
subsidiary, Flordeco Realty, Inc.  ("Realty"), have substantial experience and
capability in the management and rental of income producing real properties;

         WHEREAS, the Partnership is undertaking a public offering of a minimum
of $1,200,000 and a maximum of $12,000,000 ("Gross Offering Proceeds") of its
limited partnership interests ("Units") pursuant to a registration statement on
Form S-11 ("Registration Statement") filed with the Securities and Exchange
Commission; and

         WHEREAS, the Partnership intends to make equity investments with the
net proceeds of its public offering of the Units in income producing real
properties and wishes to engage the Management Company as its sole and
exclusive manager of such properties;

         WHEREAS, the Management Company is willing to act as such agent upon
the terms and conditions hereinafter set forth; and

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the Partnership and the Management Company agree as follows:

         1.      EXCLUSIVE AGENCY.  The Partnership hereby employs the
Management Company exclusively to rent, lease, operate and manage all the
Partnership's real property investments to be acquired by the Partnership (the
"Properties" or the "Property" in singular) and to render investment advice to
the Partnership, upon the terms hereinafter set forth.  Pursuant to this
Agreement, the Management Company shall have full and complete authority to
oversee and manage the day-to-day operations of the Properties.  The Management
Company may engage the services of Realty or any other agent for the purchase,
sale and/or lease of such Properties.

         2.      TERM OF AGREEMENT.  The initial term of this Agreement shall
commence as of _________, 1996 and, unless sooner terminated as provided
herein, shall continue until ________, 19___ ("Initial Term").  The Agreement
shall thereafter be renewed for successive one-year terms ("Extended Term")
unless sooner terminated as provided herein or unless on or before sixty (60)
days prior to the expiration of the Initial Term or any Extended Term, the
Partnership gives notice of its intention not to renew this Agreement.  The
Initial Term and any Extended Term are referenced to herein together as the
"Contract Term".

         3.      PROPERTY RENTAL.  The Management Company agrees to use its
best efforts in renting or leasing vacant space and in keeping the Properties
rented to suitable and desirable tenants.  The Management Company shall use due
diligence in managing the Properties during the Contract Term and agrees to
furnish or otherwise obtain services for renting, leasing, operating and
managing of the Partnership.  The Management Company may engage the services of
Realty or any other agent to assist in the rental or lease of the Properties.

         4.      MONTHLY STATEMENTS.  The Management Company shall render to
the Partnership monthly statements of receipts and disbursements.  To the
extent receipts exceed disbursements, the balance shall be remitted to the
Partnership as hereinafter provided.  In the event that disbursements are in
excess of the receipts collected by the Management Company, the Partnership
agrees to pay such excess to the Management Company promptly upon demand of the
Management Company.  The disbursements shall include the compensation of the
Management Company on the basis hereinafter provided.  The Management Company

shall keep and maintain in its possession copies of all invoices, purchase
orders, rent rolls, occupancy reports, and other records and written material
relating to the Property for a period of six (6) years from the date of the
preparation or receipt of such documents.

         5.      SEPARATION OF THE PARTNERSHIP'S MONIES.  All monies received
by the Management Company for or on behalf of the Partnership (less any sums
properly deducted by the Management Company pursuant to any of the provisions
of this Agreement) shall be deposited in a bank in a special account maintained
by the Management Company for the deposits of monies of the Partnership and not
commingled with the funds of the Management Company.  Such depository shall be
selected by the Management Company.  However, Management Company shall not be
held liable in event of failure or bankruptcy of a depository.  Funds shall
remain the property of the Partnership subject to disbursement of expenses by
the Management Company or as otherwise provided in this Agreement.

         6.      ADVERTISING AND SIGNS.  Subject to the Partnership's approval
and at the Partnership's expense, the Management Company shall advertise the
availability for rent or lease of the Properties or portions thereof, prepare
and secure renting signs, renting plans, circulars, and other forms of

         7.      THE MANAGEMENT COMPANY TO NEGOTIATE LEASE.  All inquiries
received by the Partnership for any leases or renewals of agreements for the
rental or operation of the Properties or any part thereof shall be referred to
the Management Company, and all negotiations connected therewith shall be
conducted solely by or under the direction of the Management Company.

         8.      COLLECTION OF RENT.  The Management Company shall use its best
efforts in the management of the Properties and due diligence in collecting the
rents and other income therefrom.

         9.      LEGAL PROCEEDINGS.  The Management Company may, in the name of
and at the expense of the Partnership, institute any and all legal actions or
proceedings for the collection of rent or other income from the Properties or
the ousting or dispossessing of tenants or other persons therefrom, and such
expense may include the engagement of counsel for any such matter.  The
Management Company also may employ legal counsel for advice with respect to
existing tenancies and for the preparation of leases and lease amendments.  The
Partnership shall reimburse Management Company in the manner herein provided
for expenses incurred by the Management Company hereunder for the reasonable
fees and expenses of such counsel.

       10.       REPAIRS.  The Management Company is authorized, in the name of
and at the expense of the Partnership, to cause to be made such ordinary
repairs and/or alterations to the Properties as may be advisable or necessary,
and to purchase such supplies as may be advisable or necessary.  The expense to
be incurred for any one item of alteration or repair shall not exceed the sum
of $5,000, unless authorized by the Partnership, except in such circumstances
as the Management Company shall deem to be an emergency, and the Management
Company promptly notifies the Partnership of such emergency repair.

       11.       SERVICE CONTRACTS.  The Management Company is authorized, in
the name of and at the expense of the Partnership, to make contracts for
electricity, gas, fuel, water, rubbish removal, garbage collection services,
telephone, janitorial services, window cleaning, vermin extermination and other
services or such of them as the Management Company shall deem advisable.  The
Management Company shall not contract for any services not in a Partnership
approved budget for the current year whose estimated cost would exceed $10,000
without the Partnership's prior written consent.

       12.       EMPLOYEES.  The Management Company agrees on behalf of the
Partnership to supervise the work of, and to hire and discharge employees.  The
Management Company agrees to use reasonable care in the hiring of such
employees.  All employees engaged in the servicing, operation and maintenance
of the Properties, including the on-site property manager, shall be the
employees of the Management Company, and not of the Partnership.  The
Management Company shall reimburse itself out of rentals from the Properties
for its direct out-of-pocket expenses in connection with the operations of the
Properties, including the cost of

goods and materials used for or on behalf of the Partnership and obtained from
parties unaffiliated with the Management Company.

       13.       BONDING EMPLOYEES.  The Management Company's employees who
handle or are responsible for the Partnership's monies shall be bonded by a
fidelity bond or comprehensive crime insurance in amount not less than $100,000
the cost of which shall be an expense of the Property in the case of on-site
employees or an expense of the Management Company in the case of off-site

       14.       SPECIAL SERVICES.  If it becomes advisable or necessary to
make extraordinary repairs or engage in extensive reconstruction or
rehabilitation of the Properties or any part thereof, or if the Management
Company is called upon to perform any extraordinary services not customarily a
part of the usual services performed by the managing agent, it is agreed by the
parties hereto that the Management Company shall receive an additional fee
therefor in an amount agreed upon between the parties, but, in each instance,
where the Management Company is to receive an additional fee, the amount of
such fee shall be agreed upon prior to the commencement of such work or

       15.       INDEMNIFICATION.  The Partnership and the Management Company

                 (a)      (i)     The Partnership shall indemnify, defend and
hold the Management Company harmless from any and all claims, demands, causes
of action, losses, damages, penalties or liabilities, costs ("Liabilities")
sustained or incurred as a result of injuries to person or property by reason
of any cause whatsoever either in or about the Properties or elsewhere when the
Management Company is carrying out the provisions of this Agreement or acting
under the express or implied directions of the Partnership, unless such
Liabilities arise out of the Management Company's criminal misconduct, willful
misconduct, or gross negligence;

                          (ii)    The Management Company shall indemnify,
defend and hold the Partnership harmless from any and all liabilities sustained
or insured by, or asserted against the Partnership arising out of the
Management or any criminal acts, gross negligence, or willful misconduct.

                 (b)      To reimburse the Management Company upon demand for
any monies which the latter is required to pay out for any reason whatsoever,
either in connection with, or as an expense in defence of, any claim, civil or
criminal action, proceeding, charge, or prosecution made, instituted, or
maintained against the Management Company or the Partnership and the Management
Company jointly or severally, affecting or due to the conditions or use of the
Properties, or acts or omissions of the Management Company or employees of the
Partnership or the Management Company, or arising out of or based upon any law,
regulation, requirement, contract or award relating to the hours of employment,
working conditions, wages, and/or compensation of employees or former employees
of the Partnership, or otherwise; and

                 (c)      To defend promptly and diligently, at the
Partnership's sole expense, any claim, action, or proceeding brought against
the Management Company or the Management Company and the Partnership jointly or
severally arising out of or in connection with any of the foregoing, and to
hold harmless and fully indemnify the Management Company from any judgment,
loss or settlement on account thereof.  It is expressly understood and agreed
that the foregoing provisions of this article shall survive the termination of
this Agreement, but this shall not be construed to mean that the Partnership's
liability does not survive as to other provisions of this Agreement.  Nothing
contained in Section 15 hereof shall relieve the Management Company from
responsibility to the Partnership for negligence, misconduct, fraud, bad faith
or any action not reasonably believed by the Management Company in good faith
to be in the best interest of the Partnership.

       16.       INSURANCE.  The Partnership agrees to carry public liability
insurance and such other insurance as may be necessary for the protection of
the interest of the Partnership and the Management Company.  In each such
policy of insurance, the Partnership agrees that the Management Company shall
be designated as an additional insured with the Partnership; the carrier and
the amount of coverage in each policy shall be mutually agreed upon by the
Partnership and the Management Company.  A certificate of each policy

issued by the carrier shall be delivered to the Partnership by the Management
Company who shall have the authority to place the aforesaid policies of
insurance as well as the fire, extended coverage, and rent insurance to be
carried on the Properties.  The Partnership's fire and extended coverage
insurance shall contain a waiver of subrogation in favor of the Management
Company, and the Partnership hereby waives all right of recovery against the
Management Company based upon the negligence of the Management Company, its
servants or employees for real or personal property loss or damage occurring to
the Properties or any parts thereof or any personal property located therein,
arising from any occurrence including by way of enumeration but not limitation
with perils insured against in standard fire and extended coverage, vandalism,
malicious mischief and sprinkler leakage contracts issued in the states in
which the Properties are located, whether or not such insurance is carried.
The Management Company agrees to carry workmen's compensation insurance in
amounts sufficient to cover all of its employees.


                 (a)      The Partnership agrees to pay the Management Company
for its services a management fee ("Management Fee") equal to five percent (5%)
of the gross operating revenues from rents and other income or receipts
received by the Partnership from its Property investments which are managed by
the Management Company pursuant to this Agreement ("Gross Operating Revenues
from Rents") commencing on the date that ______ and continuing for the entire
term of this Agreement.  The Management fee shall include all compensation for
rent-up, leasing and re-leasing activities.

                 (b)      In addition to the Management Fee, to the extent that
the Management Company engages the services of Realty or other third party to
provide real estate brokerage and lease brokerage services, subject to the
limitations set forth herein, the Partnership agrees to pay such real estate
and lease brokerage commissions and fees incurred in connection with the
purchase, sale, or lease of a Property by the Partnership.  In no event shall
the Management Company receive any such brokerage commissions except indirectly
to the extent such are paid to Realty.  Further, in connection with the
original acquisition of Property from the Gross Offering Proceeds, real estate
brokerage fees shall not exceed the lesser of the 11.5% of the Gross Offering
Proceeds or 10% of the total purchase price (including acquisition financing)
of all Properties acquired by the Partnership with such Gross Offering

       18.       EXPENSES.  All direct out-of-pocket expenses incurred by the
Management Company in connection with the operation, management and leasing of
the Properties and the performance of this Contract shall be paid out of the
sums collected by the Management Company from the Properties.

       19.       REIMBURSEMENT OF THE MANAGEMENT COMPANY.  The Partnership
shall reimburse the Management Company promptly for any monies that the
Management Company may elect to advance for the account of the Partnership.
Nothing herein contained, however, shall be construed to obligate the
Management Company to make such advances.

       20.       RENTAL.  This Agreement shall become effective on a Property
by Property basis on the closing date for the purchase of each Property and
shall continue in full force and effect for a period of one year and thereafter
for succeeding one-year periods, unless cancelled as hereinafter provided.

       21.       CANCELLATION.  This Agreement is subject to cancellation at
anytime by either party upon sixty (60) days' prior written notice.

       22.       BANKRUPTCY.  In the event a petition in a bankruptcy is filed
by or against either the Partnership or the Management Company, or in the event
that either shall make an assignment for the benefit of creditors or take
advantage of any insolvency act, the other party hereto may terminate this
Agreement without notice at any time thereafter, but shall give notice to the
other party within ten (10) days of the termination to conform the termination.

       23.       GENERAL.  The Management Company is hereby granted with such
other general authority and powers as may be necessary or advisable to carry
out with the spirit and intent of this Agreement.

       24.       NOTICES.  All notices hereunder to either party shall be given
by registered or certified mail addressed to 3591 Fowler Street, Fort Myers,
Florida  33901, or such different address as a party may designate by serving
written notice to such effect upon the other in accordance herewith.

       25.       ADDITIONAL PROVISIONS.  This Agreement shall be binding on the
parties hereto and their successors, and assigns, and may not be changed orally
but only by a writing signed by both parties.  The Management Company may not
assign or delegate any of its rights or obligations hereunder without prior
written consent of the Partnership.

       IN WITNESS WHEREOF, the parties hereby have executed this Agreement and
have affixed their seals hereunto the day and year first above written.


                                  FLORDECO, LTD., a Florida limited partnership

                                  By:   INVESTORS TRUST, INC., a Florida 
                                        corporation, General Partner


                                  MANAGEMENT COMPANY

                                  FLORDECO, INC., a Florida corporation


Basic Info X:

Type: Management Agreement
Date: June 11, 1996
State: Florida

Other info:


  • Flordeco Realty , Inc.
  • Securities and Exchange Commission
  • the Management Company
  • Gross Offering Proceeds


  • Fort Myers
  • Florida


  • $ 1,200,000
  • $ 12,000,000
  • $ 5,000
  • $ 10,000
  • $ 100,000


  • five percent 5 %
  • 11.5 %
  • 10 %