<PAGE> 
                                                          DRAFT 3/27/98
                              SERVICES AGREEMENT

        This Agreement (the "Services Agreement") is entered into as of this
_____ day of December, 1997 by and between First Winthrop Corporation, a
Delaware corporation ("FWC"), Winthrop Financial Co., Inc., a Massachusetts
corporation, WFC Realty Co., Inc., a Massachusetts corporation, WFC Realty
Saugus, Inc., a Massachusetts corporation, One Winthrop Properties, Inc., a
Massachusetts corporation, Two Winthrop Properties, Inc., a Massachuset
corporation, Three Winthrop Properties, Inc., a Massachusetts corporation,
Winthrop Metro Equities Corporation, a Delaware corporation, Winthrop Libson
Realty, Inc., a Massachusetts corporation, and Northwood Realty Co., Inc., a
Massachusetts corporation (FWC and the foregoing entities are sometimes
collectively referred to herein as "Winthrop"), and Coordinated Services of
Valdosta, LLC, a Georgia limited liability company ("Agent").

                                R E C I T A L S:

        A. Winthrop provides asset management and investor services to the
partnerships listed on Schedule 1 attached hereto (the "Partnerships");

        B. Winthrop also serves as a general partner of certain, but not all,
of the Partnerships;

        C. Winthrop is entitled to: (i) certain fees from the Partnerships
for the provision of asset management and investor services as listed in
Column "A" on Schedule 1 (the "Asset Management Fees"), including the payment
of certain accrued fees from the Partnerships as listed in Column "B" on
Schedule 1 (the "Accrued Asset Management Fees"), and in certain instances,
reimbursement of its expenses incurred in the performance of such services to
the Partnerships as set forth in Column "F" on Schedule 1 (the
"Reimbursements"); and (ii) certain (x) cash distributions from operations
("Operating Distributions"), (y) cash distributions from the refinancing
("Refinancing Distributions") of properties owned by the Partnerships, and
(z) cash distributions from the sale ("Sale Distributions") of the properties
owned by the Partnerships, all in its capacity as a partner of the
Partnerships;

        D. Winthrop has made certain loans to the Partnerships as listed in
Column "C" on Schedule 1 (the "Existing Loans") which loans have been
assigned by Winthrop to a third party pursuant to a separate agreement;

        E. Winthrop maintains numerous bank accounts on behalf of the
Partnerships, including, without limitation, those accounts listed in Column
"I" on Schedule 1 (the "Operating Accounts"), which accounts contain the
operating reserves of the Partnerships which are available to pay third party
costs, including, when appropriate, the Asset Management Fees, Reimbursements
and loans made to the Partnerships; and


        F. Winthrop, in its capacity as asset manager and investor services
agent of the Partnerships, desires to assign and appoint Agent to perform
such services, and Agent hereby accepts such assignment and appointment, all
subject to the terms and conditions set forth in this Services Agreement.

                                   
<PAGE>
                                  AGREEMENT

        NOW, THEREFORE, in consideration of the mutual provisions contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:

                       ARTICLE 1 - Recitals

        1.1 Recitals. The foregoing recitals are hereby affirmed by the
parties as true and correct and are incorporated herein by this reference.

                       ARTICLE 2 - Services

        2.1 Assignment and Acceptance. Winthrop hereby assigns to Agent all
of its rights to perform the asset management and investor services duties
currently being performed by Winthrop on behalf of the Partnerships, and
Agent hereby accepts such appointment and agrees to perform all asset
management and investor services on behalf of the Partnerships, including,
without limitation, the following services:

               2.1.1 Asset Management Services. Asset management services
shall include those duties and services which are necessary or appropriate in
connection with the business or operation of the Partnerships, and which are
customarily performed by an asset manager, including, without limitation, the
following:

                      (i) review and respond to proposals received from
operating partnerships or local general partners pertaining to the
refinancing, sale or restructuring of partnership properties;

                      (ii) coordinate the prosecution or defense of any
litigation with respect to any of the Partnerships in which Winthrop is the
controlling general partner (excluding any litigation instituted by or on
behalf of any limited partners of the Partnerships against any Partnership or
Winthrop);

                      (iii) preparation and review of partnership reports;

                      (iv) supervision and review of partnership bookkeeping,
accounting and audits for Winthrop Residential Associates I, A Limited
Partnership, Winthrop Residential Associates II, A Limited Partnership,
Winthrop Residential Associates III, A Limited Partnership, and Presidential
Associates I Limited Partnership;

                      (v) maintenance and updating of partnership records, as
appropriate;


                      (vi) supervision and review of partnership state and
federal tax returns for the Partnerships in which Winthrop serves as tax
matters partners;

                      (vii)supervision of professionals employed by a
Partnership in connection with any of the foregoing, including attorneys,
accountants and appraisers; and

                                      2
<PAGE>

                      (viii) review of each investor Partnership's cash
reserves and approval of distributions to the partners of such Partnerships;

               2.1.2 Investor Services. Investor services shall include those
duties and services which are necessary and appropriate in connection with
reporting and communicating with the limited partners of the Partnerships,
including, without limitation:

                      (i) maintenance and updating the Partnerships'
investors database, including the facilitation of partnership interest
transfers;

                      (ii) maintenance and updating of all limited partner
records, including, without limitation, limited partner correspondence;

                      (iii) communications with the limited partners of the
Partnerships in response to their telephone and/or written inquiries
regarding partnership operations and/or the availability of the Partnerships'
tax information;

                      (iv) preparation of any required limited partner
consent solicitation to any sale or refinancing of a partnership property, or
other major event requiring limited partner consent, and the subsequent
solicitation of any such consent;

                      (v) an annual mailing (or more frequent communication
as may be required) to the limited partners of the Partnerships with respect
to partnership operations, including annual financial statements of the
Partnerships;

                      (vi) the mailing to each limited partner of the
Partnerships' limited partner tax information (Schedule K-1);

                      (vii) analyze the federal income tax consequences of
the sale of any partnership property;

                      (viii) periodic mailings to limited partners of the
Partnership of partnership distribution checks, if any; and

                      (ix) upon termination of any Partnership, deliver to
Winthrop such Partnership's records;


               2.1.3. Management of Partnership Accounts. Within ten (10)
business days after the full execution of this Services Agreement by all
parties (the "Effective Date"), Winthrop shall transfer the Operating
Accounts to Agent. Agent agrees to provide cash management services to the
Partnerships, subject to the following terms and conditions:

                      (i) all partnership cash shall be maintained in
segregated cash accounts;

                      (ii) each cash account shall be clearly identified as
belonging to a Partnership (e.g. XYZ Partnership Account);

                                      3

<PAGE>

                      (iii) each account shall be an interest bearing account
for the benefit of the respective Partnership, and shall be maintained at a
federally insured depository institution;

                      (iv) each account shall be in an amount less than
$100,000 or otherwise invested in an account that is backed by government
securities; and

                      (v) a fidelity bond in the amount of $150,000 shall be
obtained covering all persons authorized to draw on such accounts, such bond
to be reasonably acceptable to Winthrop with respect to the issuing carrier,
and shall name Winthrop as an additional insured; and

               2.1.4 Other Services. Agent or any affiliate thereof shall be
permitted to perform other services to the Partnerships as may be agreed to
between Agent and the Partnerships, provided that such services are not
duplicating the services to be performed hereunder (a property management fee
or a fee for services rendered in procuring a refinancing or sale shall not
be deemed duplicative) and such amounts are similar to those that would be
charged by an independent third party rendering comparable services.

        2.2 Obligation to Loan Funds. Agent agrees to lend funds to the
Partnerships (the "Agent Loans") in an amount necessary to pay the costs
associated with the preparation of the tax returns for those Partnerships in
which Winthrop serves as tax matters partner and the distribution thereof to
the limited partners of the Partnerships, through June 30, 2002. The Agent
Loans will be repaid in accordance with Section 3.3 herein.

        2.3 Winthrop Consent; Actions Regarding Approval. Winthrop, as
general partner of those Partnerships in which its serves as a general
partner, hereby consents to the services to be performed by Agent hereunder
on its behalf, and hereby agrees, subject to its fiduciary duties when acting
as a general partner of a Partnership, that Agent shall have the power and
authority to perform the necessary asset management and investor services
required to be performed hereunder for the Partnerships in which Winthrop
serves as a general partner (or limited partner to the extent Winthrop
possesses any special approval rights separate and apart from the other
limited partners of a Partnership), without any approval from Winthrop;

provided, however, Agent shall have no authority to perform the following
functions without the prior written approval of Winthrop:

                      (i) the sale, transfer, assignment or other disposition
of all or any portion of the properties owned by a Partnership;

                      (ii) filing for protection under the bankruptcy laws by
a Partnership;

                      (iii) surrender of a property of a Partnership to a
lender;

                      (iv) the filing of any reports required under the
Securities Exchange Act of 1934 (e.g. Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and any Current Reports required to be filed on Form
8-K);

                                      4

<PAGE>

                      (v) the subordination of the Existing Loans to any
loans in excess of the outstanding principal balance of all indebtedness of
the respective Partnership as of the date of this Services Agreement;

                      (vi) transfer of partnership assets to a master limited
partnership or any other form of so-called partnership roll-up; 

                      (vii) the tender or offer to purchase of any limited 
partnership interests;

                      (viii) amending any partnership agreement as it affects
the rights or obligations of a general partner; and

                      (ix) the making of any future distributions to partners
of the Partnerships after Winthrop has given written notice to Agent that, in
the reasonable judgment of Winthrop, such future distributions will result in
an unacceptable amount of cash reserves available for future operations;
provided, however, that in any event a payment to Agent of the annual fee
shown on Schedule I shall not be affected.

                      In addition to the matters listed above, Winthrop shall
have the right, upon at least ten (10) days prior written notice to Agent, to
designate any additional action as an action that should require its prior
approval if, in its reasonable judgment, such designation is reasonably
necessary in order to permit Winthrop to carry out its fiduciary duty as a
general partner of a Partnership; provided Agent shall not be obligated to
increase its scope of services or liability under this Services Agreement,
nor decrease its compensation as a result thereof.

        2.4 Standard of Performance. In performing the services required to
be performed by it pursuant to this Services Agreement, Agent shall perform
such services in accordance with all applicable laws, rules and regulations,
and in a manner that is consistent with all applicable provisions of the

partnership agreements of the Partnerships (and Agent shall take no action
with respect to any Partnership which cannot otherwise be taken by the
general partner or limited partner of any Partnership (the "Partner")), and,
subject to the provisions of and limitations set forth in Section 2.3, with
such care and in accordance with such standards of performance as would be
applied to a such Partner pursuant to the terms of any partnership agreement
if such Partner had performed such services directly.

        2.5 Servicer not a Partner. No provision of this Services Agreement
shall be construed as stating or implying that Agent is acting or
substituting for Winthrop as a Partner of any of the Partnerships, or that
Agent has assumed any fiduciary duty or fiduciary responsibility that
Winthrop, as a Partner of a Partnership, may have as to the Partnership.

        2.6 Power of Attorney. Upon the reasonable request of Agent and so
long as a power of attorney is necessary to consummate the action requested,
and, if required hereunder Winthrop has consented to such action, Winthrop
shall within ten (10) business days after written receipt of Agent's request,
deliver a power of attorney to enable Agent to act on behalf of Winthrop,
provided such action is consistent with the terms of this Services Agreement.

                                      5

<PAGE>

                    ARTICLE 3 - Consideration

        3.1 Winthrop Compensation. For and in consideration of the rights
transferred to Agent hereunder, Agent hereby agrees to pay Winthrop Six
Hundred Thousand Dollars ($600,000) in immediately available funds upon the
Effective Date of this Services Agreement. The parties hereto acknowledge
that the foregoing consideration is allocable as follows:

                      (i) $100,000 consulting fee with respect to the
transfer of the Partnerships' records;

                      (ii) $200,000 consulting fee with respect to the
potential sale of Irvington and New Brunswick; and

                      (iii) $300,000 in consideration for the fee income and
distributions assigned pursuant to Section 3.2 below.

        As additional consideration, Agent shall pay to Winthrop one hundred
twenty-five thousand dollars ($125,000) within five (5) days after the
closing of the WMC Mortgage transaction, when and if such closing occurs.

        3.2 Agent Compensation. For and in consideration of the assumption of
the rights, duties and obligations by Agent hereunder, Winthrop hereby
assigns to Agent all of its right, title and interest in and to the Asset
Management Fees, the Accrued Asset Management Fees, the Reimbursements, the
Operating Distributions and the Refinancing Distributions. Agent acknowledges
that Sale Distributions are not being assigned pursuant to the terms of this
Services Agreement, and that any Sale Distributions shall be paid to the
partners of the Partnerships, including Winthrop, as provided by the

appropriate Partnership's partnership agreement, with the exception of any
Sale Distributions attributable to Irvington and New Brunswick which shall be
paid to Agent.

        3.3 Agent Loans. Agent Loans shall be repaid pursuant to the terms of
the respective partnership agreement as third party loans of the Partnerships
to which a loan was made. Notwithstanding Section 2.3(v) of this Services
Agreement, Agent Loans shall be repaid prior to the Existing Loans.

        3.4 Fees Nonrecourse. Agent acknowledges that the services to be
provided hereunder are for the benefit of the Partnerships and not Winthrop,
and therefore, Agent agrees to look solely to the net assets of each
Partnership for the payment of the Asset Management Fees, the Accrued Asset
Management Fees, the Reimbursements, the Operating Distributions, the
Refinancing Distributions, and the repayment of any Agent Loans, and not to
the assets of any other Partnership or Winthrop (except to the extent any
sums received by Winthrop which should otherwise be paid to Agent pursuant to
the terms of this Services Agreement are not paid to Agent), and further
agrees that any deficit capital account of a partner in a Partnership shall
not be deemed an asset of the Partnership. The provisions of this Section 3.4
shall not apply to the obligations of Winthrop under Section 6.3 below.

                                      6

<PAGE>

               ARTICLE 4 - Partnership Information

        4.1 Partnership Information. Winthrop, within five (5) business days
after the Effective Date, shall deliver the following information to Agent:

                      (i) all Partnership files, consisting of the
syndication and acquisition files of the Partnerships to the extent in
Winthrop's possession;

                      (ii) all Partnership records, consisting of the
Partnership Agreements and any amendments thereto;

                      (iii) all investors records, consisting of limited
partner lists and correspondence, including access to the existing Resource
Phoenix investor database;

                      (iv) federal tax returns for the Partnerships for the
years 1994, 1995 and 1996, to the extent in Winthrop's possession; and

                      (v) federal tax returns for years prior to 1994 on an
as requested basis with payment of a fee to Winthrop for retrieving such
information from its off-site storage facility, such fee to be determined in
writing by Winthrop prior to such retrieval.

               Further, all information and payments relating to Partnerships
received by Winthrop after the Effective Date shall be promptly forwarded to
Agent.


        4.2 Future Information. Agent agrees to deliver to Winthrop the
following reports after the Effective Date of this Services Agreement:

                      (i) all correspondence and other reports sent to the
limited partners of the Partnerships;

                      (ii) copies of all status reports for the Partnerships;

                      (iii) copies of all complaints, cease and desist orders
from federal or state regulatory authorities, notices threatening litigation
or regulatory proceedings, any other similar notices which relate to any of
the Partnerships;

                      (iv) annual financial reports and tax returns; and

                      (v) copies of such other documents and reports relating
to this Services Agreement as Winthrop may reasonably require.

                   ARTICLE 5 - Representations

        5.1 Representations by Winthrop. Winthrop hereby represents and
warrants to Agent as follows:

                      (i) Each Winthrop entity (a) is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation , and (b) has full

                                      7

<PAGE>

corporate power to enter into this Services Agreement and to perform all of
the terms, conditions and provisions set forth herein to be performed by it;

                      (ii) the acceptance and performance of the terms and
provisions of this Services Agreement have been duly authorized and approved
by all necessary governmental authorities and this Services Agreement is
binding upon and enforceable against Winthrop in accordance with its terms;

                      (iii) none of the transactions hereby contemplated to
be performed by Winthrop, nor the fulfillment of the terms, provisions and
conditions hereof, will conflict with, or result in a breach of any of the
material terms, conditions, or provisions of, or constitute a default under,
any material agreement or instrument to which Winthrop is a party or by which
it is bound; and

                      (iv) Schedule 1 attached hereto is true, correct and
complete in all material respects;

        5.2 Representations by Agent. Agent hereby represents and warrants to
FWC as follows:

                      (i) Agent (a) is a limited liability company duly
organized, validly existing and in good standing under the laws of the State

of Georgia, and (b) has full power to enter into this Services Agreement and
to perform all of the terms, conditions and provisions set forth herein to be
performed by Agent;

                      (ii) the acceptance and performance of the terms and
provisions of this Services Agreement have been duly authorized and approved
by all necessary governmental authorities and this Services Agreement is
binding upon and enforceable against Agent in accordance with its terms; and

                      (iii) none of the transactions hereby contemplated to
be performed by Agent, nor the fulfillment of the terms, provisions and
conditions hereof, will conflict with, or result in a breach of any of the
material terms, conditions, or provisions of, or constitute a default under,
any material agreement or instrument to which Agent is a party or by which it
is bound.

        5.3 Survival. All representations and warranties contained in this
Services Agreement or made pursuant hereto or in connection herewith shall
remain in effect for a period of five (5) years after the Effective Date,
after which they shall expire and cease to be of any force and effect,
provided that any representation or warranty which is not true when made and
which is made fraudulently and with intent to defraud or mislead shall
survive such 5-year period.

            ARTICLE 6 - Term, Transfer and Termination

        6.1 Term. This Services Agreement shall commence on the Effective
Date and shall continue with respect to each Partnership until the
liquidation of such Partnership and the distribution of all of its assets;
provided, however, that this Services Agreement shall terminate in any event
no later than June 30, 2014. Notwithstanding the foregoing, at any time after
June 

                                      8

<PAGE>

30, 2008, Winthrop may elect to request Agent (or affiliate(s) of
Agents, as Agent shall direct) to acquire (including by way of a transfer of
control of a Winthrop entity) its general partnership in all of the
Partnerships in which Winthrop acts as the general partner for the purchase
price of one thousand dollars ($1,000) (the "Purchase Price"). Such request
shall be made by Winthrop by delivering notice to Agent indicating Winthrop's
request under this Section 6.1. Within sixty (60) days following receipt of
such request, if Agent elects to agree to Winthrop's request,: (a) Agent
shall cause the Purchase Price to be paid by check to Winthrop; and (b)
Winthrop shall (i) provide appropriate documentation evidencing the transfer
of the general partnership to Agent or its designee, and (ii) deliver to
Agent an absolute and unconditional assignment of its rights to provide the
services contemplated by this Services Agreement, together with the fees
associated therewith, without representation or warranty. Upon closing of the
aforementioned transaction, this Services Agreement shall terminate, and
neither party shall have any further rights or obligations hereunder, except
those that expressly survive the termination of this Services Agreement. Upon

receipt of Winthrop's request, Agent may decline the same by written notice
to Winthrop within thirty (30) days. In such event, this Services Agreement
shall terminate fifteen (15) days after Agent's notice, and neither party
shall have any further rights or obligations hereunder, except those that
expressly survive the termination of this Services Agreement. In the event
that no offer is then outstanding under Section 6.2 below, Winthrop shall be
obligated to make an offer to Agent in accordance with the terms of this
Section 6.1 by May 1, 2014.

        6.2 Transfer/Right of First Offer. Agent shall have no right to
transfer (including by way of a transfer of control of Agent) or assign this
Services Agreement without the consent of Winthrop, which may be given or
withheld in its sole discretion. Winthrop shall have the right to transfer
its general partner interest in any or all of the Partnerships in which it
acts as a general partner; provided, however, that if Winthrop elects to sell
its general partnership interest in a Partnership during the term of this
Services Agreement, Agent shall have the right of first offer set forth in
subsection (i) to purchase such interest:

                      (i) Winthrop shall give written notice to Agent of the
price and terms on which Winthrop desires to sell the general partnership
interest. Such notice shall constitute an offer by Winthrop to sell the
general partnership interest to Agent on an "as is" basis, without any
representations and warranties other than those as to ownership of such
interest. The price offered to Agent shall be the value of the interest
encumbered by this Services Agreement. Agent shall have thirty (30) days from
receipt of such notice to accept the offer by giving to Winthrop within such
period written notice of acceptance. If the offer is so accepted, the
purchase and sale of the interest shall be consummated within sixty (60) days
after such acceptance (or such longer period, not to exceed six (6) months,
as may be required solely to obtain the approval of any governmental
authority whose consent is required to transfer a general partnership
interest in any Partnership). If the purchase transaction is not consummated
within the foregoing 60-day period, Agent's rights pursuant to this Section
shall terminate.

                      (ii) In the event Agent rejects the offer or fails
timely to accept the offer made pursuant to subsection (i) above, Winthrop
may, during the six (6) month period next following the expiration of the
30-day offer period, enter into an agreement with any third person for the
sale of the interest at a price not less than the price contained in the
notice

                                      9

<PAGE>

submitted to Agent and on terms not more favorable to the purchaser than the
terms contained in the notice submitted to Agent. Conditions to the
purchaser's obligation to buy and warranties concerning the interest shall
not be deemed terms more favorable to the purchaser. If no agreement is
entered into within such 6-month period, or if an agreement is entered into
within such 6-month period, but the purchase transaction has not been
consummated with sixty (60) days after expiration of such 6-month period (or

such longer period, not to exceed six (6) months, as may be required solely
to obtain the approval of any governmental authority whose consent is
required to transfer a general partnership interest in any Partnership), the
interest shall not thereafter be sold without first being reoffered to Agent
in accordance with the terms of this Section.

        6.3 Termination by Winthrop. If, during the term of this Services
Agreement, Winthrop receives notice of the occurrence of any of the events
listed in this Section 6.3, Winthrop may terminate this Services Agreement
(either in total for the reasons set forth in clauses (i)or (ii) below, or as
to one or more of the Partnerships for the reasons set forth in clause (iii)
or clause (iv) below to the extent that such reasons are applicable to such
Partnership(s)), upon thirty (30) days written notice to Agent (or such
shorter period if required in the reasonable judgment of Winthrop to prevent
a disruption of continuous services to the Partnerships):

                      (i) a continuing material default by Agent to provide
the services to the Partnerships required herein and in the manner provided
herein, which default shall not be cured within thirty (30) days after
receipt of written notice thereof from Winthrop or within such longer period
(but in any event not to exceed one hundred and twenty (120) days), if any,
as may be reasonably required to effect such proceeding to effect such cure;

                      (ii) the discontinuance or cessation of business by
Agent, including by reason of the bankruptcy of Agent;

                      (iii) with respect to any one or more of the
Partnerships, a decision made in the good faith judgment of Winthrop that
termination is required to permit Winthrop to satisfy their fiduciary
obligations to such Partnership(s); or

                      (iv) at any time after the Effective Date, the adoption
or enactment of any applicable law or governmental rule, requirement,
guideline, order or regulation, or any change therein or change in the
interpretation or administration thereof, by any judicial or governmental
authority which shall make it illegal or impossible for Winthrop or the
Partnerships to engage Agent to provide the services described in this
Services Agreement; provided, however, that (a) Winthrop shall use its
reasonable efforts to eliminate such illegality or impossibility to the
extent reasonably possible, and shall have the right to terminate only those
portions of this Services Agreement which it has become illegal or impossible
for Winthrop or the Partnerships to engage Agent to perform, and (b) Winthrop
shall provide to Agent an opinion of Winthrop's counsel (which counsel shall
be reasonably satisfactory to Agent) confirming such illegality or
impossibility.

                                      10

<PAGE>

        In the event Winthrop elects to terminate this Services Agreement (in
whole or part) for the reasons set forth in clause (iii) above, Winthrop
shall pay Agent the following termination fee (the "Termination Fee"):


     Years               Termination Fee

     1 - 5               Three (3) times the actual
                         collected Asset Management Fees and
                         Operating Distributions received
                         from the Partnerships for which
                         this Services Agreement is canceled
                         for the calendar year preceding
                         such termination 

     6 - 10              Two (2) times the actual collected
                         Asset Management Fees and Operating
                         Distributions received from the
                         Partnerships for which this
                         Services Agreement is canceled for
                         the calendar year preceding such
                         termination 

     11 - 15             One (1) times the actual collected
                         Asset Management Fees and Operating
                         Distributions received from the
                         Partnerships for which this
                         Services Agreement is canceled for
                         the calendar year preceding such
                         termination

        In the event Winthrop elects to terminate this Services Agreement (in
whole or part) for the reasons set forth in clause (iv) above at any time
prior to June 30, 2002, Winthrop shall refund the consideration paid by Agent
under Section 3.1 (i), (ii), and (iii) less the amount of Asset Management
Fees, Accrued Asset Management Fees, Operation Distributions, Refinancing
Distributions, and Sale Distributions Agent has collected after deducting
Agent's reasonable direct costs and unreimbursed expenses which it has
incurred in the performance of its services hereunder.

        Said Termination Fees, if any, will be paid within five (5) business
days after receipt from Agent of all Partnership information required to be
returned to Winthrop pursuant to the terms of this Services Agreement, and
the transfer of the Operating Accounts, if any, held by Agent pursuant to
Section 2.1.3 herein.

        6.4 Termination by Agent. If, during the term of this Services
Agreement, Agent receives notice of the occurrence of any of the events
listed below, Agent may terminate this Services Agreement:

                      (i) at any time after the Effective Date, the adoption
or enactment of any applicable law or governmental rule, requirement,
guideline, order or regulation, or any change therein or change in the
interpretation or administration thereof, by any judicial or governmental
authority which shall make it illegal or impossible for Agent to provide the
services described herein; provided, however, that (a) Agent shall use its
reasonable efforts to

                                      11


<PAGE>

eliminate such illegality or impossibility to the extent reasonably possible,
and shall have the right to terminate only those portions of this Services
Agreement which it has become illegal or impossible for Agent to perform, and
(b) Agent shall provide to Winthrop an opinion of Agent's counsel (which
counsel shall be reasonably satisfactory to Winthrop) confirming such
illegality or impossibility;

                      (ii) the material breach by Winthrop of any one or more
of the representations made in Section 5.1, but only where such material
breach has a material adverse effect on the business, condition (financial or
otherwise) or results of operations of Agent; or

                      (iii) with respect to any one or more of the
Partnerships, the amendment of the partnership agreement of a Partnership
upon the request or direction of Winthrop which has a material adverse effect
on Agent's rights, compensation or obligations under this Services Agreement
as to such Partnership.

        In any event, Agent shall have the right to terminate this Services
Agreement on June 30, 2002, and each anniversary thereafter, upon six (6)
months prior written notice to Winthrop.

        In the event this Services Agreement is terminated by Agent pursuant
to Section 6.4 (i) or (iii) above (in whole or part) at any time prior to
June 30, 2002, Winthrop shall refund the consideration paid by Agent under
Section 3.1 (i), (ii), and (iii) less the amount of Asset Management Fees,
Accrued Asset Management Fees, Operation Distributions, Refinancing
Distributions, and Sale Distributions Agent has collected after deducting
Agent's reasonable direct costs and unreimbursed expenses which it has
incurred in the performance of its services hereunder; said refund will be
paid within five (5) business days after receipt from Agent of all
Partnership information required to be returned to Winthrop pursuant to the
terms of this Services Agreement, and the transfer of Operating Accounts, if
any, held by Agent pursuant to Section 2.1.3 herein.

        6.5 Effect of Termination. In the event of the termination of this
Services Agreement with respect to any one or more particular Partnership,
then the entitlement of Agent with respect to any compensation referred to in
Section 3.2 with respect to such Partnership shall terminate concurrently
therewith. Notwithstanding the foregoing, no termination of this Services
Agreement, either in total or with respect to any Partnership, shall impair
the rights of Agent to ultimately receive all amounts earned by Agent under
this Services Agreement prior to the effective date of any such termination.

        6.6    Post-Termination Matters.

               6.6.1 Servicer Cooperation. In the event of a termination of
this Services Agreement, in its entirety or as to one or more Partnerships,
Agent shall:

                      (i) turn over to Winthrop within five (5) business

days, without charge, all Partnership books and records, whether in writing
or stored in electro-magnetic form, all bank accounts maintained on behalf of
the Partnerships, all management summaries relating

                                      12

<PAGE>

to the administration of Partnership business, and all management systems
utilized to provide services to the Partnerships, and all other materials
generally relating to the Partnerships;

                      (ii) consent, without the payment of any consideration,
to the employment by Winthrop, or any other person that Winthrop may retain
to provide services to the Partnerships, of any of Agent's employees
following termination of this Services Agreement which Agent shall not
require (in Agent's sole discretion) in order to continue its other business
activities; and

                      (iii) for such period as is reasonably required
therefor, generally cooperate in good faith with Winthrop in winding down its
activities under this Services Agreement and causing an orderly transition of
responsibility for the services to occur.

        In the event this Services Agreement is terminated by Winthrop under
Section 6.3 (iv) or (v) or by Agent under Section 6.4 (i), (ii) or (iii),
Winthrop shall reimburse Agent for the cost of compliance with Section
6.6.1(i), provided, however, Agent shall not charge any fee in connection
with such matters.

               6.6.2 Survival. The provisions of this Section of this
Services Agreement shall survive any termination hereof for a period of one
(1) year.

                    ARTICLE 7 - Miscellaneous

        7.1 Access to Books and Records. Agent shall permit Winthrop and its
agents and representatives to have access, during normal business hours, to
all books and records of Agent and the Partnerships (as they relate to the
Partnerships) and to those management-level persons employed or retained by
Agent who provide services to any of the Partnerships, for the purpose of
permitting Winthrop to verify the performance by Agent of its obligations
under this Services Agreement. Agent shall also, from time to time, supply to
Winthrop such other information as Winthrop may reasonably request for such
purpose. All information and documents received hereunder by Winthrop shall,
unless the same have previously been made available to the public by Agent or
otherwise are generally known in the trade, be kept confidential by Winthrop
and its agents and representatives and shall not be disclosed or released to
any other person or entity without the express written consent of Agent or
the Partnerships. Winthrop shall provide similar access to Agent for any
records in its possession which relate to the Partnerships.

        7.2 Successors and Assiqns. Without limiting the restrictions on
transfer set forth in Section 6.2, this Services Agreement shall inure to the

benefit of and be binding upon the parties hereto and their respective
permitted successors and assigns.

        7.3 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Services
Agreement shall be governed by and construed and enforced in accordance with
the laws of the Commonwealth of Massachusetts applicable to contracts
intended to be performed entirely within such Commonwealth (without regard to
any choice of law provisions thereof). The parties each hereby irrevocably
consent and submit to the jurisdiction of the courts in the Commonwealth of
Massachusetts, for the purposes of all legal proceedings arising out of or

                                      13

<PAGE>

relating to this Services Agreement, and agree that venue for any legal
action arising out of this Services Agreement shall be in Suffolk County,
Massachusetts.

        7.4 Entire Agreement. This Services Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof, and
supersedes any prior oral or written agreement between the parties respecting
the subject matter hereof.

        7.5 Waivers. Neither this Services Agreement nor any of the terms
hereof may be terminated, amended or waived orally by the parties, but only
by an instrument in writing signed by the party against which enforcement of
the termination, amendment or waiver is sought. Notwithstanding the foregoing
provisions of this Section 7.5, the rights and obligations of the parties
hereunder shall be automatically modified from time to time hereunder to the
extent and in the manner necessary to make this Services Agreement and the
rights and obligations of the parties hereunder comply with any and all
applicable federal and state securities and real estate syndication laws,
rules and regulations.

        7.6 Counterparts. This Services Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall
not be necessary in making proof of this Services Agreement to produce or
account for more than one such counterpart.

        7.7 Independent Contractor Relationship. This Services Agreement is
not intended to and shall not create any relationship of principal and agent,
partnership, joint venture, employer and employee or any other relationship,
association or affiliation whatsoever between the parties, except for that of
independent contractor.

        7.8 Further Assurances. Each party covenants on behalf of itself, its
successors and assigns, to execute, with acknowledgment or affidavit if
required, any and all documents and writings which may be necessary or
desirable to carry out the purposes of this Services Agreement.

        7.9 Severability. In the event that any provision of this Services
Agreement, or the application of such provision to any person, entity or set
of circumstances, shall be deemed invalid, unlawful or unenforceable to any

extent, the remainder of this Services Agreement, and the application of all
such provisions to persons, entities or circumstances other than those
determined invalid, unlawful or unenforceable shall not be affected and shall
continue to be enforceable to the fullest extent permitted by law.

        7.10   Notices.

               7.10.1 All notices, demands or requests provided for or
permitted to be given pursuant to this Services Agreement must be in writing.
All notices, demands and requests to be sent to Winthrop pursuant hereto
shall be deemed to have been properly given or served by personal delivery,
by depositing the same in the United States mail, postpaid and registered or
certified with return receipt requested or by depositing the same with any
reputable overnight mail courier at the following address:

                                      14

<PAGE>

                                    First Winthrop Corporation
                                    5 Cambridge Center, 9th Floor
                                    Cambridge, Massachusetts 02142
                                    Attention: Carolyn Tiffany

                                    and

                                    First Winthrop Corporation
                                    100 Jericho Quadrangle, Suite 214
                                    Jericho, New York 11753
                                    Attention: Peter Braverman

               with a copy to:      Post & Heymann, LLP
                                    100 Jericho Quadrangle, Suite 214
                                    Jericho, New York 11753
                                    Attention:  William W. Post, Esquire

               7.10.2 All notices, demands or requests to be sent to Agent
pursuant hereto shall be deemed to have been properly given or served by
personal delivery, by depositing the same in the United States mail, postpaid
and registered or certified with return receipt requested or by depositing
the same with any reputable overnight mail courier at the following address:

                                    2409 Bemiss Road
                                    Valdosta, Georgia 31601
                                    Attention: Mary T. Johnson

               with a copy to:      Hale and Dorr LLP
                                    60 State Street
                                    Boston, Massachusetts 02109
                                    Attention:  Katharine E. Bachman, Esquire

               7.10.3 Unless another requirement is specifically set forth in
any Section hereof, each notice, demand and request shall be effective upon
personal delivery or three (3) business days after the date on which the same

is deposited in the United States mail or the next business day after the
date on which the same is deposited with any reputable overnight mail courier
in accordance with the foregoing requirements. Rejection or other refusal to
accept or the inability to deliver because of changed address of which no
notice was given shall not adversely impact the effectiveness of any such
notice, demand or request.

               7.10.4 By giving to the other parties at least fifteen (15)
days written notice thereof, the parties hereto, and their respective
successors and assigns, shall have the right from time to time and at any
time during the term of this Services Agreement to change their respective
addresses and each shall have the right to specify as its address any other
address within the United States of America.

                                      15

<PAGE>

        7.11 Titles and Captions. Paragraph titles or captions contained in
this Services Agreement are inserted only as a matter of convenience and for
reference. Such titles and captions in no way define, limit, extend or
describe the scope of this Services Agreement nor the intent of any
provisions hereof.

        7.12 No Third Party Beneficiaries. Under no circumstances shall any
provision of this Services Agreement be deemed to be for the benefit of or
enforceable by any person or entity other than Winthrop, each of the
Partnerships (unless and until this Services Agreement is terminated with
respect to such Partnership) and Agent.

        7.13 Attorneys' Fees. If any party hereto brings an action to enforce
the terms hereof or to obtain a declaration of the rights of such party
hereunder, the prevailing party in any such action, on trial or appeal, shall
be entitled to such party's reasonable attorneys' fees to be paid by the
losing party.

                [SIGNATURE LINES ON SET FORTH ON NEXT PAGE]

                                      16

<PAGE>

        IN WITNESS WHEREOF, the parties have executed this Services Agreement
as of the Effective Date.

                             COORDINATED SERVICES OF VALDOSTA, LLC

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             FIRST WINTHROP CORPORATION

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             WINTHROP FINANCIAL CO., INC.

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             WFC REALTY CO., INC.

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             WFC REALTY SAUGUS, INC.

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             ONE WINTHROP PROPERTIES, INC.

                             By:    
                                    --------------------------
                                    Name:
                                    Title:


                     [SIGNATURES CONTINUED ON NEXT PAGE]

                                      17


<PAGE>

                             TWO WINTHROP PROPERTIES

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             THREE WINTHROP PROPERTIES

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             WINTHROP METRO EQUITIES CORPORATION

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             WINTHROP LIBSON REALTY, INC.

                             By:    
                                    --------------------------
                                    Name:
                                    Title:

                             NORTHWOOD REALTY CO., INC.

                             By:    
                                    --------------------------
                                    Name:
                                    Title:


                                      18