Exhibit 10.1

                       AMENDED AND RESTATED LOAN AGREEMENT

                                      among

                        FRANKLIN STREET PROPERTIES CORP.
                    ESSEX LANE ASSOCIATES LIMITED PARTNERSHIP
                  FSP APARTMENT PROPERTIES LIMITED PARTNERSHIP
                       FSP PARK SENECA LIMITED PARTNERSHIP
                       FSP SANTA CLARA LIMITED PARTNERSHIP
                     FSP PIEDMONT CENTER LIMITED PARTNERSHIP
                    ONE TECHNOLOGY DRIVE LIMITED PARTNERSHIP
                FSP NORTH ANDOVER OFFICE PARK LIMITED PARTNERSHIP
                    FSP SOUTHFIELD CENTRE LIMITED PARTNERSHIP
                       FSP BLUE RAVINE LIMITED PARTNERSHIP
                      FSP BOLLMAN PLACE LIMITED PARTNERSHIP
                       FSP AUSTIN N.W. LIMITED PARTNERSHIP
                    FSP GATEWAY CROSSING LIMITED PARTNERSHIP
                       FSP LYBERTY WAY LIMITED PARTNERSHIP
                     FSP HILLVIEW CENTER LIMITED PARTNERSHIP
                  FSP SILVERSIDE PLANTATION LIMITED PARTNERSHIP
                 FSP TELECOM BUSINESS CENTER LIMITED PARTNERSHIP
                     FSP GAEL APARTMENTS LIMITED PARTNERSHIP
                  FSP MERRYWOOD APARTMENTS LIMITED PARTNERSHIP
                    FSP FOREST PARK IV NC LIMITED PARTNERSHIP
               FSP GOLDENTOP TECHNOLOGY CENTER LIMITED PARTNERSHIP
                        FSP PARK TEN LIMITED PARTNERSHIP
                           FSP PROPERTY MANAGEMENT LLC
                              FSP INVESTMENTS LLC.

                                       and

                        OTHER BORROWERS WHICH MAY BECOME
                            PARTIES TO THIS AGREEMENT

                                       and

                    CITIZENS BANK OF MASSACHUSETTS ("Agent")

                        FLEET NATIONAL BANK ("Co-Agent")
                                       and

     Other Lenders, if any, which may become parties to this Agreement (with
                       Citizens and Fleet, the "Lenders")

                                 August 18, 2003
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                                TABLE OF CONTENTS

1.       BACKGROUND............................................................1

1.1      Definitions...........................................................1

1.2      Borrower..............................................................2

1.3      Use of Proceeds.......................................................2

1.4      Facility..............................................................2

1.5      Borrower Agent........................................................2

2.       AGREEMENT TO MAKE LOAN................................................2

2.1      Agreement to Make Loan................................................2

2.2      Commitment to Borrow..................................................3

2.3      Purpose of Loan.......................................................3

2.4      Requests for Advances.................................................3

2.5      Interest Rate and Payment Terms.......................................5
2.5.1    Borrower's Options....................................................5
2.5.2    Selection To Be Made..................................................5
2.5.3    Notice................................................................5
2.5.4    If No Notice..........................................................6
2.5.5    Telephonic Notice.....................................................6
2.5.6    Limits On Options.....................................................6
2.5.7    Payment and Calculation of Interest...................................6
2.5.8    Principal.............................................................7
2.5.9    Prepayment............................................................7
2.5.10   Maturity..............................................................7
2.5.11   Method of Payment; Date of Credit.....................................7
2.5.12   Billings..............................................................7
2.5.13   Default Rate..........................................................7
2.5.14   Late Charges..........................................................8
2.5.15   Voluntary Prepayment of LIBOR Rate Loans..............................8
2.5.16   Voluntary Prepayment of LIBOR Rate Loans..............................9

2.6      Additional Provisions Related to Interest Rate Selection.............10
2.6.1    Increased Costs......................................................10
2.6.2    Increased Capital Costs..............................................10
2.6.3    Taxes................................................................11
2.6.4    LIBOR Rate Lending Unlawful..........................................12
2.6.5    Additional Libor Conditions..........................................12
2.6.6    Variable Rate Advances...............................................12

2.7      The Loan Account.....................................................12

2.8      Establishment of Letter of Credits...................................13


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2.9      Effect of Honor of L/C's.............................................14

2.10     Additional Provisions Relating to L/C's..............................14

3.       THE NOTES............................................................16

4.       FEES.................................................................17

5.       JOINDER DOCUMENTS....................................................17

6.       CONDITIONS TO CLOSING................................................17

6.1      Loan Documents.......................................................17

6.2      Certified Copies of Organization Documents...........................17

6.3      Resolutions..........................................................17

6.4      Incumbency Certificate; Authorized Signers...........................18

6.5      Deliveries...........................................................18

6.6      Legal Opinions.......................................................18

6.7      Appraisal............................................................18

6.8      Operating Accounts...................................................18

6.9      Performance; No Default..............................................19

6.10     Representations and Warranties.......................................19

6.11     Proceedings and Documents............................................19

6.12     Waiver...............................................................19

7.       CONDITIONS TO ALL BORROWINGS.........................................19

7.1      Representations True; No Event of Default............................19

7.2      No Legal Impediment..................................................20

7.3      Governmental Regulation..............................................20

7.4      Proceedings and Documents............................................20

8.       REPRESENTATIONS, WARRANTIES AND COVENANTS............................20

8.1      Organization; Authority, Etc.........................................20

8.2      Title to Asset.......................................................21

8.3      Financial Statements.................................................21

8.4      No Material Changes, Etc.............................................22

8.5      Franchises, Patents, Copyrights, Etc.................................22

8.6      Litigation...........................................................22

8.7      No Materially Adverse Contracts, Etc.................................22


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8.8      Compliance With Other Instruments, Laws, Etc.........................22

8.9      Tax Status...........................................................22

8.10     No Event of Default..................................................23

8.11     Setoff, Etc..........................................................23

8.12     Certain Transactions.................................................23

8.13     Subsidiaries.........................................................23

8.14     General Partners.....................................................23

8.15     ERISA Plan...........................................................23

8.16     Solvency.............................................................23

8.17     The Borrowing Base Properties........................................24

8.18     No Broker or Finder..................................................27

8.19     General..............................................................27

8.20     Representations and Warranties with Respect to the Borrowing
         Base Properties......................................................27

9.       AFFIRMATIVE COVENANTS OF THE BORROWER................................27

9.1      Punctual Payment.....................................................27

9.2      Financial Statements, Certificates and Information...................28

9.3      Insurance............................................................29

9.4      Liens and Other Charges..............................................29

9.5      Inspection of Borrowing Base Properties and Books....................29

9.6      Compliance with Laws, Contracts, Licenses, and Permits...............30

9.7      Use of Proceeds......................................................30

9.8      Publicity............................................................30

9.9      Further Assurances...................................................30

9.10     Notices..............................................................31

9.11     Other Affirmative Covenants..........................................31

9.12     Ownership of Borrower................................................31

9.13     Wholly Owned Subsidiary..............................................31

9.14     Maintenance of Borrower's Properties.................................31

9.15     Acquisitions, Dispositions and Syndication of Borrower's assets......32

9.16     Syndication Event....................................................32

9.17     Business Activities..................................................32


                                      -iii-
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10.      NEGATIVE COVENANTS OF THE BORROWER...................................32

10.1     No Amendments, Terminations or Waivers...............................32

10.2     Restrictions on Indebtedness.........................................32

10.3     Restrictions on Liens, Etc...........................................33

10.4     Restrictions on Loans and Investments................................33

10.5     Merger, Consolidation, Conversion, Business Operations, and
         Ownership and Disposition of Assets..................................34

10.6     Sale and Leaseback...................................................35

10.7     Distributions........................................................35

10.8     Financial Covenants..................................................35

10.9     Other Negative Covenants.............................................36

11.      EVENTS OF DEFAULT AND REMEDIES.......................................36

11.1     Events of Default....................................................36

11.2     Termination of Advances and Acceleration.............................39

11.3     Other Remedies.......................................................39

11.4     Distribution of Collateral Proceeds..................................40

11.5     Power of Attorney....................................................40

11.6     Waivers..............................................................41

12.      SETOFF...............................................................41

13.      EXPENSES.............................................................41

14.      INDEMNIFICATION......................................................42

15.      LIABILITY OF THE LENDER..............................................43

16.      RIGHTS OF THIRD PARTIES..............................................43

17.      SURVIVAL OF COVENANTS, ETC...........................................43

18.      THE AGENT AND THE LENDERS............................................44

18.1     Appointment of Agent.................................................44

18.2     Administration of Loan by Agent......................................44

18.3     Delegation of Duties.................................................45

18.4     Exculpatory Provisions...............................................45

18.5     Reliance by Agent....................................................45

18.6     Notice of Default....................................................46


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18.7     Lenders' Credit Decisions............................................46

18.8     Agent's Reimbursement and Indemnification............................46

18.9     Agent in its Individual Capacity.....................................47

18.10    Successor Agent......................................................47

18.11    Duties in the Case of Enforcement....................................48

18.12    Respecting Loans and Payments........................................48
18.12.1  Procedures for Loans.................................................48
18.12.2  Nature of Obligations of Lenders.....................................49
18.12.3  Payments to Agent....................................................49
18.12.4  Distribution of Liquidation Proceeds.................................49
18.12.5  Adjustments..........................................................50
18.12.6  Setoff...............................................................50
18.12.7  Distribution by Agent................................................51
18.12.8  Actions by Agent.....................................................51

18.13    Delinquent Lender....................................................51

18.14    Holders..............................................................52

18.15    Assignment and Participation.........................................52
18.15.1  Conditions to Assignment by Lenders..................................52
18.15.2  Certain Representations and Warranties, Limitations, Covenants.......53
18.15.3  Register.............................................................54
18.15.4  New Notes............................................................54
18.15.5  Participations.......................................................55

18.16    Disclosure...........................................................55

18.17    Miscellaneous Assignment Provisions..................................55

18.18    Administrative Matters...............................................56
18.19.1  Amendment, Waiver, Consent, Etc......................................56

18.19    Deemed Consent or Approval...........................................56

19.      No Assignment by the Borrower........................................57

20.      RELATIONSHIP.........................................................57

21.      NOTICES..............................................................57

22.      GOVERNING LAW........................................................59

23.      CONSENT TO JURISDICTION; WAIVERS.....................................59

24.      PREFERENCES..........................................................60

25.      RULES OF INTERPRETATION..............................................60

26.      HEADINGS.............................................................61

27.      COUNTERPARTS.........................................................61

28.      ENTIRE AGREEMENT, ETC................................................62

29.      TIME OF THE ESSENCE..................................................62


                                       -v-
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30.      SEVERABILITY.........................................................62

31.      LIMITED RECOURSE.....................................................62


                                      -vi-
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                                    Exhibits

Exhibit A - Joinder Agreement

Exhibit E - Assignment and Acceptance

Exhibit F - Lenders' Commitment

Exhibit G - Note

Exhibit Borrowing Base Properties


                                      -vii-
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                                    SCHEDULES

        Schedule 1 - Definitions
        Schedule 2 - List of Borrowers; General Partner of each Borrower
        Schedule 3 - [Intentionally Deleted]
        Schedule 4 - Loan Request
        Schedule 5 - Subsidiaries


                                     -viii-
<PAGE>

      WHEREAS, FRANKLIN STREET PROPERTIES CORP., successor by merger to FRANKLIN
STREET PARTNERS LIMITED PARTNERSHIP ("FSP"), and a corporation organized under
the laws of the State of Maryland, entered into a certain loan arrangement with
CITIZENS BANK OF MASSACHUSETTS, a bank ("Lender") evidenced by, among other
documents, instruments, and agreements, a certain Loan Agreement dated February
23, 1999 (as amended the "Loan Agreement"); and

      WHEREAS, the Loan Agreement established a $50,000,000.00 revolving credit
facility (the "Loan") in favor of FSP with the Lender; and

      WHEREAS, the Lender has agreed to the requests of FSP to increase the Loan
provided that, among other things, the Loan Agreement be amended and restated;

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, FSP and Lender hereby agree that
the Loan Agreement is hereby amended and restated as follows:

                       AMENDED AND RESTATED LOAN AGREEMENT

      This Amended and Restated Loan Agreement is made as of the 18th day of
August, 2003, by and among FRANKLIN STREET PROPERTIES CORP. ("FSP") and the
additional entities which are Wholly Owned Subsidiaries which are listed on Part
A of Schedule 2 attached hereto (which Schedule 2 may be amended from time to
time) (collectively, the "Borrower") organized under the laws of the states
noted therein, with a principal place of business at 401 Edgewater Place, Suite
200, Wakefield, Massachusetts 01880-6210 and CITIZENS BANK OF MASSACHUSETTS,
with a principal place of business at 28 State Street, Boston, Massachusetts
02109, FLEET NATIONAL BANK, and the other lending institutions which may become
parties to this Agreement pursuant to Section 18.15 hereof (the "Lenders") and
CITIZENS BANK OF MASSACHUSETTS as agent for itself and such other lending
institutions (the "Agent").

1. BACKGROUND

1.1 Definitions. This Agreement and other Loan Documents utilize various defined
terms which shall have the meanings set forth in Schedule 1 attached to this
Agreement or, if separately defined elsewhere herein or in any other Loan
Documents, as set forth in such separate definitions. Unless otherwise specified
in the Loan Documents, the definitions contained in this Agreement shall
supercede any inconsistent definitions contained in the Note or any other Loan
Document and, subject to Section 2.8, in the event of any inconsistencies
between this Agreement, the Note or any other Loan Document, this Agreement
shall control.


                                       -1-
<PAGE>

1.2 Borrower. Each entity comprising the Borrower is as described on Part A of
Schedule 2 organized under the laws of the states noted therein. As of the date
hereof, the general partners of each Borrower entity listed on Schedule 2 is set
forth on Schedule 2 attached hereto.

1.3 Use of Proceeds. Borrower has applied to Lenders to establish a revolving
line of credit facility in the maximum amount of $125,000,000.00, the proceeds
of which are to be used for general corporate purposes, including property
acquisitions, renovations, expansions, tenant improvement costs and equity
investments associated with institutional grade income-producing properties and
to pay costs and expenses incidental to closing the Loan.

1.4 Facility. Subject to all of the terms, conditions and provisions of this
Loan Agreement, and of the agreements and instruments referred to herein, each
of the Lenders agree severally to establish the Loan up to a maximum aggregate
principal amount equal to such Lender's Commitment and Borrower agrees to accept
and repay proceeds outstanding under the Loan.

1.5 Borrower Agent. Each Borrower hereby appoints FSP as agent for the Borrower
to execute, on behalf of the Borrower, documents, instruments and agreements in
connection with the Loan, including, without limitation, documents, instruments
and agreements required for the administration of the Loan, receiving Loan
Advances and exercising interest rate selections and to receive all notices
required to be given to the Borrower under the Loan Documents, and establishing,
with Citizens Bank of Massachusetts, on the Borrower's behalf, the various
deposit accounts required by this Agreement and the depositing therein and
withdrawing therefrom by FSP of amounts from time to time in accordance with the
terms and conditions of the Loan Documents. Each Borrower shall be jointly and
severally obligated under the Loan and shall be bound by all actions taken by
FSP in connection with the Loan. Any Loan received by FSP shall be deemed to
have been received by each Borrower.

2. AGREEMENT TO MAKE LOAN.

2.1 Agreement to Make Loan. Subject to the terms and conditions of this
Agreement and relying upon the representations and warranties contained in this
Agreement and the other Loan Documents, each of the Lenders agree to lend to the
Borrower up to a maximum aggregate principal amount equal to such Lender's
Commitment and the Borrower may borrow, repay and reborrow from time to time
between the Closing Date and the Termination Date such sums as are requested by
Borrower up to a maximum aggregate principal amount at any one time equal to the
Loan Amount; however, any Advances of proceeds of the Loan shall be made by the
Lenders pro rata, in accordance with each Lender's Commitment Percentage. Each
request for an Advance of the Loan hereunder shall constitute a representation
and warranty by the Borrower that the conditions set forth in ss.ss.6, 7, and 8
have been satisfied on the date of such request unless, and only to the extent
that, any such representation and warranty relates specifically and only to an
earlier date in time.


                                       -2-
<PAGE>

2.2 Commitment to Borrow. So long as the Loan is outstanding, the Borrower
agrees that the Loan shall be its exclusive source of third Person debt
financing. Further, the Borrower agrees that prior to placing any permanent
loans on any of the properties included in the Borrowing Base Properties or
refinancing any loan with respect to any such properties, the Borrower shall
provide the Agent with notice and an opportunity (but not the obligation) to
have the Lenders place such loan or loans provided that the Borrower and the
Lenders agree upon terms that are mutually acceptable to the Lenders and the
Borrower.

2.3 Purpose of Loan. The Loan shall be used by the Borrower for the following
purpose: general corporate purposes of the Borrower, including property
acquisitions, renovations, expansions, tenant improvement costs and equity or
debt investments associated with institutional grade income-producing properties
and to pay the costs and expenses incidental to closing the Loan.

2.4 Requests for Advances. (a) The Borrower shall give to the Agent written
notice in the form of Schedule 4 hereto (or telephonic notice confirmed in
writing in the form of Schedule 4 hereto) of each Advance requested hereunder (a
"Loan Request") in accordance with the interest rate selection requirements set
forth in Section 2.5.3. Each such Loan Request shall specify (i) the principal
amount of the Advance requested, (ii) the intended use of the proceeds of such
Advance; and (iii) the proposed Drawdown Date of such Advance. The Borrower
agrees to accept the Advance requested from the Agent on the proposed Drawdown
Date. Each Advance shall be a minimum aggregate amount of $1,000,000.00 or an
integral multiple of $100,000 in excess thereof.

      (b)   In the event that the Borrower shall receive Advance(s) in excess of
            the Loan Amount the Borrower shall immediately repay the Loan by an
            amount sufficient to reduce the outstanding principal balance to
            equal or less than the Loan Amount.

      (c)   The Agent and the Lenders may rely on any request for an Advance or
            financial accommodation which the Agent and the Lenders, reasonably
            and in good faith, believes to have been made by a person duly
            authorized to act on behalf of the Borrower and may decline to make
            any such requested Advance or to provide any such financial
            accommodation pending the Agent and the Lenders' being furnished
            with such documentation concerning that person's authority to act as
            may be satisfactory to the Agent and the Lenders.

      (d)   A request by the Borrower for any Advance or of the issuance of an
            L/C shall be irrevocable and shall constitute certification by the
            Borrower that as of the date of such request, each of the following
            is true and correct:


                                       -3-
<PAGE>

            (i)   There has been no material adverse change in the Borrower's
                  financial condition from the most recent financial information
                  furnished the Lenders pursuant to this Agreement;

            (ii)  The Borrower is in compliance with, and has not breached any
                  of, its covenants contained in this Agreement;

            (iii) Each representation which is made herein or in any of the Loan
                  Documents is then true and complete as of and as if made on
                  the date of such request unless such representation relates
                  specifically and only to an earlier date in time; and

            (iv)  No event has occurred nor failed to occur which occurrence or
                  failure is, or with the passage of time or giving of notice
                  (or both, would constitute an Event of Default (as described
                  herein), whether or not the Agent and the Lenders has
                  exercised any of its rights upon such occurrence or failure.

      (e)   The Borrower shall immediately become indebted to the Lenders for
            the amount of each Advance when such Advance is made for or on
            behalf of the Borrower.

      (f)   (i)   The Borrower may request that the Issuing Lender issue L/C's
                  for the account of the Borrower subject to and in accordance
                  with ss.ss.2.8, 2.9 and 2.10 of this Agreement and the other
                  provisions of this clause (f). Each such request shall be in
                  such manner as may from time to time be acceptable to the
                  Issuing Lender, in writing.

            (ii)  The Issuing Lender, shall issue any L/C so requested by the
                  Borrower, provided that the aggregate Stated Amount, following
                  the requested issuance thereof, would not when aggregated with
                  all outstanding L/C's exceed (A) the L/C Limit, or (B) when
                  aggregated with all outstanding L/C's and Advances exceed
                  Availability, and provided that the L/C is in form
                  satisfactory to the Issuing Lender.

            (iii) The Borrower shall execute such documentation to apply for and
                  support the issuance of a L/C as may be required by the
                  Issuing Lender.

      (g)   The Lenders, without the request of the Borrower, may make an
            Advance equal to the amount which the Borrower is obligated to pay
            to the Issuing Lender or for which the Borrower or the Issuing
            Lender becomes obligated on account of, or in respect to, any L/C.
            Such Advance shall be made and even if such Advance would result in
            Loan Amount being


                                       -4-
<PAGE>

            exceeded. Such action on the part of the Lenders shall not
            constitute a waiver of the Lenders' rights under Section 2.4(b)
            above.

      2.5 Interest Rate and Payment Terms. The Loan shall be payable as to
interest and principal in accordance with the provisions of this Agreement and
the Note. This Agreement also provides for interest at a Default Rate, Late
Charges and prepayment rights and fees. All payments for the account of Lenders
shall be applied to the respective accounts of the Lenders in accordance with
each Lender's Commitment Percentage of the Loan. The Agent will disburse such
payments to the Lenders on the date of receipt thereof if received prior to
10:00 a.m. on such date and, if not, on the next Business Day. Any and all
interest rate selection and conversion provisions in this Agreement are to be
administered by the Agent and to be allocated on a pro rata basis to the Note
held by each Lender based upon such Lender's Commitment Percentage.

            2.5.1 Borrower's Options. Principal amounts outstanding under the
      Loan shall bear interest at the following rates, at Borrower's selection,
      subject to the conditions and limitations provided for in this Agreement:
      (i) Variable Rate or (ii) Adjusted Libor Rate.

            2.5.2 Selection To Be Made. Borrower shall select and thereafter may
      change the selection of, the applicable interest rate, from the
      alternatives otherwise provided for in this Agreement, by giving Agent a
      Notice of Rate Selection: (i) prior to the Loan, (ii) prior to the end of
      each Interest Period applicable to a Libor Advance, or (iii) on any
      Business Day on which Borrower desires to convert an outstanding Variable
      Rate Advance to a Libor Advance.

            2.5.3 Notice. A "Notice of Rate Selection" shall be a written
      notice, given by cable, tested telex, telecopier (with authorized
      signature), or by telephone if immediately confirmed by such a written
      notice, from an authorized representative of Borrower which: (i) is
      irrevocable; (ii) is received by Agent not later than 10:00 o'clock A.M.
      Eastern Time: (a) if an Adjusted Libor Rate is selected, at least three
      (3) Business Days but not more than five (5) Business Days prior to the
      requested Drawdown Date or the end of the current Interest Period to which
      such selection is to apply or (b) if a Variable Rate is selected, on the
      first day of the Interest Period to which it applies; and (iii) as to each
      selected interest rate option, sets forth the aggregate principal
      amount(s) to which such interest rate option(s) shall apply and the
      Interest Period(s) applicable to each Libor Advance; provided, however,
      that no portion of the outstanding principal amount of any LIBOR Advances
      may be converted to, or continued as, LIBOR Advances when any Event of
      Default has occurred and is continuing, and no portion of the outstanding
      principal amount of any LIBOR Advances may be converted to LIBOR Advances
      of a different duration if such LIBOR Advances relate to any Hedging
      Obligations. In the absence of delivery of a continuation/conversion
      notice with respect to any LIBOR Advances at least three Business Days
      before the last day of the then current Interest Period with respect
      thereto, such LIBOR


                                      -5-
<PAGE>

      Rate Loan shall, on such last day, automatically convert to a loan that
      accrues interest by reference to the LIBOR Rate Loans for a thirty (30)
      day period.

            2.5.4 If No Notice. If Borrower fails to select an interest rate
      option in accordance with the foregoing prior to a Loan, or prior to three
      (3) Business Days prior to the last day of the applicable Interest Period
      of an outstanding Libor Advance, or if a Libor Advance is not available,
      any new Loan made shall be deemed to be a Variable Rate Advance, and on
      the last day of the applicable Interest Period all outstanding principal
      amounts shall be deemed converted to a Variable Rate Advance.

            2.5.5 Telephonic Notice. Without any way limiting Borrower's
      obligation to confirm in writing any telephonic notice, Agent may act
      without liability upon the basis of telephonic notice believed by Agent in
      good faith to be from Borrower prior to receipt of written confirmation.
      In each case Borrower hereby waives the right to dispute Agent's record of
      the terms of such telephonic Notice of Rate Selection in the absence of
      manifest error.

            2.5.6 Limits On Options. One Selection Per Month. Each Libor Advance
      shall be in a minimum amount of $1,000,000. At no time shall there be
      outstanding a total of more than three (3) Libor Advances combined at any
      time. If Borrower shall make more than one (1) interest rate selection in
      any thirty (30) day period, excluding conversions of outstanding advances
      made at the end of an applicable Interest Period of any previously
      outstanding Libor Advance, Agent may impose and Borrower shall pay a
      reasonable processing fee for each such additional selection. This
      limitation on interest rate selection shall not limit the number of
      Advances which may be requested by the Borrower in any thirty (30) day
      period.

            2.5.7 Payment and Calculation of Interest. All interest shall be:
      (a) Payable in arrears commencing September 1, 2003 and on the same day of
      each month thereafter until the principal together with all interest and
      other charges payable with respect to the Loan shall be fully paid; and
      (b) calculated on the basis of a 360 day year and the actual number of
      days elapsed. Each change in the Prime Rate shall simultaneously change
      the Variable Rate payable under this Agreement. Interest at the Adjusted
      Libor Rate shall be computed from and including the first day of the
      applicable Interest Period to, but excluding, the last day thereof.

            2.5.8 Principal. The entire principal balance shall be due and
      payable in full at the Termination Date.

            2.5.9 Prepayment. The Loan or any portion thereof may be prepaid in
      full or in part at any time upon three (3) Business Days, prior written
      notice to Agent without premium or penalty with respect to Variable Rate
      Advances and, with respect to Libor Advances subject to a Make-Whole
      Provision and upon


                                       -6-
<PAGE>

      payment of a Yield-Maintenance Fee. Any partial prepayment of principal
      shall first be applied to any installment of principal then due and then
      be applied to the principal due in the reverse order of maturity, and no
      such partial prepayment shall relieve Borrower of the obligation to pay
      each subsequent installment of principal when due.

            2.5.10 Maturity. At maturity all accrued interest, principal and
      other charges due with respect to the Loan shall be due and payable in
      full and the principal balance and such other charges, but not unpaid
      interest, shall continue to bear interest at the Default Rate until so
      paid.

            2.5.11 Method of Payment; Date of Credit. All payments of interest,
      principal and fees shall be made in lawful money of the United States in
      immediately available funds, without counterclaim or set off and free and
      clear, and without any deduction or withholding for, any taxes or other
      payments (a) by direct charge to an account of Borrower maintained with
      Agent (or the then holder of the Loan), or (b) by wire transfer to Agent
      or (c) to such other bank or address as the Agent may designate in a
      written notice to Borrower. Payments shall be credited on the Business Day
      on which immediately available funds are received prior to 10:00 o'clock
      A.M. Eastern Time; payments received after ten o'clock A.M. Eastern Time
      shall be credited to the Loan on the next Business Day, payments which are
      by check, which Agent may at its option accept or reject, or which are not
      in the form of immediately available funds shall not be credited to the
      Loan until such funds become immediately available to Agent, and, with
      respect to payments by check, such credit shall be provisional until the
      item is finally paid by the payer bank.

            2.5.12 Billings. Agent may submit monthly billings reflecting
      payments due; however, any changes in the interest rate which occur
      between the date of billing and the due date may be reflected in the
      billing for a subsequent month. Neither the failure of Agent to submit a
      billing nor any error in any such billing shall excuse Borrower from the
      obligation to make full Payment of all Borrower's payment obligations when
      due,

            2.5.13 Default Rate. Agent shall have the option of imposing, and
      Borrower shall pay upon billing therefor, an interest rate which is four
      percent (4%) per annum above the Variable Rate ("Default Rate"): (a)
      following any Event of Default, unless and until the Event of Default is
      cured or waived by Agent; and (b) after Maturity. Borrower's right to
      select pricing options shall cease upon the occurrence and during the
      continuance of an Event of Default.

            2.5.14 Late Charges. Borrower shall pay, upon billing therefor, a
      "Late Charge" equal to five percent (5%) of the amount of any payment of
      principal, other than principal due at Maturity, interest, or both, which
      is not paid within ten (10) days of the due date thereof. Late charges
      are: (a) payable in addition to, and not in limitation of, the Default
      Rate, (b) intended to compensate Agent and


                                       -7-
<PAGE>

      the Lenders for administrative and processing costs incident to late
      payments, (c) are not interest, and (d) shall not be subject to refund or
      rebate or credited against any other amount due.

            2.5.15 Voluntary Prepayment of LIBOR Rate Loans. LIBOR Advances
      maybe prepaid upon the terms and conditions set forth herein. For LIBOR
      Advances in connection with which the Borrower has or may incur Hedging
      Obligations, additional obligations may be associated with prepayment, in
      accordance with the terms and conditions of the applicable Hedging
      Contracts. The Borrower shall give the Agent, no later than 10:00 a.m.,
      New York City time, at least three (3) Business Days notice of any
      proposed prepayment of any LIBOR Advances, specifying the proposed date of
      payment of such LIBOR Advances, and the principal amount to be paid. Each
      partial prepayment of the principal amount of LIBOR Advances shall be in
      an integral multiple of $100,000.00 and accompanied by the payment of all
      charges outstanding on such LIBOR Advances and of all accrued interest on
      the principal repaid to the date of payment. Borrower acknowledges that
      prepayment or acceleration of a LIBOR Advance during an Interest Period
      shall result in the Lender incurring additional costs, expenses and/or
      liabilities and that it is extremely difficult and impractical to
      ascertain the extent of such costs, expenses and/or liabilities.
      Therefore, all full or partial prepayments of LIBOR Advances shall be
      accompanied by, and the Borrower hereby promises to pay, on each date a
      LIBOR Advance is prepaid or the date all sums payable hereunder become due
      and payable, by acceleration or otherwise, in addition to all other sums
      then owing, an amount ("LIBOR Rate Loan Prepayment Fee") determined by the
      Agent pursuant to the following formula:

      (a)   the then current rate for United States Treasury securities (bills
            on a discounted basis shall be converted to a bond equivalent) with
            a maturity date closest to the end of the Interest Period as to
            which prepayment is made, subtracted from

      (b)   the Adjusted Libor Rate applicable to the Libor Advance being
            prepaid.

      If the result of this calculation is zero or a negative number, then there
      shall be no LIBOR Rate Loan Prepayment Fee. If the result of this
      calculation is a positive number, then the resulting percentage shall be
      multiplied by:

      (c)   the amount of the Libor Advance being prepaid.

      The resulting amount shall be divided by:

      (d)   360

      and multiplied by:

      (e)   the number of days remaining in the Interest Period as to which the
            prepayment is being made.

      Said amount shall be reduced to present value calculated by using the
      referenced


                                       -8-
<PAGE>

      United States Treasury securities rate and the number of days remaining on
      the Interest Period for the Libor Advance being prepaid.

      The resulting amount of these calculations shall be the LIBOR Advance
      Prepayment Fee.

            2.5.16 Make Whole Provision. In addition to the LIBOR Rate Loan
      Prepayment Fee, the Borrower agrees to reimburse the Lenders (without
      duplication) for any increase in the cost to the Lenders, or reduction in
      the amount of any sum receivable by the Lenders, in respect, or as a
      result of:

      (a)   any conversion or repayment or prepayment of the principal amount of
            any Libor Advances on a date other than the scheduled last day of
            the Interest Period applicable thereto, whether voluntary or
            otherwise;

      (b)   any loans not being made as Libor Advances in accordance with the
            borrowing request thereof;

      (c)   any Libor Advances not being continued as, or converted into, LIBOR
            Advances in accordance with the continuation/conversion notice
            thereof, or

      (d)   any costs associated with marking to market any Hedging Obligations
            that (in the reasonable determination of the Agent) are required to
            be terminated as a result of any conversion, repayment or prepayment
            of the principal amount of any LIBOR Advances on a date other than
            the scheduled last day of the Interest Period applicable thereto,
            whether voluntary or otherwise;

The Agent shall promptly notify the Borrower in writing of the occurrence of any
such event, such notice to state, in reasonable detail, the reasons therefor and
the additional amount required fully to compensate the Agent for such increased
cost or reduced amount. Such additional amounts shall be payable by the Borrower
to the Agent within five Business Days of its receipt of such notice, and such
notice shall, in the absence of manifest error, be conclusive and binding on the
Borrower. The Borrower understands, agrees and acknowledges the following: (i)
the Agent does not have any obligation to purchase, sell and/or match funds in
connection with the use of LIBOR Rate as a basis for calculating the rate of
interest on a LIBOR Advance, (ii) the LIBOR Rate may be used merely as a
reference in determining such rate, and (iii) the Borrower has accepted the
LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR
Rate Prepayment Fee, and other funding losses incurred by the Lenders. Borrower
further agrees to pay the LIBOR Rate Prepayment Fee and other funding losses, if
any, whether or not the Lenders elect to purchase, sell and/or match funds.

      2.6 Additional Provisions Related to Interest Rate Selection.

            2.6.1 Increased Costs. If on or after the date hereof the adoption
      of any applicable law, rule or regulation or guideline (whether or not
      having the force of law), or any change therein, or any change in the
      interpretation or administration thereof by any governmental authority,
      central bank or comparable agency charged with the interpretation or
      administration thereof, or compliance by the


                                       -9-
<PAGE>

      Lenders with any request or directive (whether or not having the force of
      law) of any such authority, central bank or comparable agency:

            (a) shall subject the Lenders to any tax, duty or other charge with
            respect to its LIBOR Advances or its obligation to make LIBOR
            Advances, or shall change the basis of taxation of payments to the
            Bank of the principal of or interest on its LIBOR Advances or any
            other amounts due under this agreement in respect of its LIBOR
            Advances or its obligation to make LIBOR Advances (except for the
            introduction of, or change in the rate of, tax on the overall net
            income of the Lenders or franchise taxes, imposed by the
            jurisdiction (or any political subdivision or taxing authority
            thereof) under the laws of which the Lenders are organized or in
            which the Lenders' principal executive offices are located); or

            (b) shall impose, modify or deem applicable any reserve, special
            deposit or similar requirement (including, without limitation, any
            such requirement imposed by the Board of Governors of the Federal
            Reserve System of the United States) against assets of, deposits
            with or for the account of, or credit extended by, the Lenders or
            shall impose on the Lenders or on the London interbank market any
            other condition affecting its LIBOR Advances or its obligation to
            make LIBOR Advances;

            and the result of any of the foregoing is to increase the cost to
      the Lenders of making or maintaining any LIBOR Advances, or to reduce the
      amount of any sum received or receivable by the Lenders under this
      Agreement with respect thereto, by an amount reasonably deemed by the
      Lenders to be material, then, within 15 days after written demand by the
      Agent (which demand shall specify in detail the reasons for same), the
      Borrower shall pay to the Lenders such additional amount or amounts as
      will compensate the Lenders for such increased cost or reduction.

            2.6.2 Increased Capital Costs. If any change in, or the
      introduction, adoption, effectiveness, interpretation, reinterpretation or
      phase-in of, any law or regulation, directive, guideline, decision or
      request (whether or not having the force of law) of any court, central
      bank, regulator or other governmental authority affects or would affect
      the amount of capital required or expected to be maintained by the Lender,
      or person controlling the Lender, and a Lender determines (in its sole and
      absolute discretion) that the rate of return on its or such controlling
      person's capital as a consequence of its commitments or the loans made by
      the Lender is reduced to a level below that which the Lender or such
      controlling person could have achieved but for the occurrence of any such
      circumstance, then, in any such case upon written notice from time to time
      by the Lender to the Borrower, the Borrower shall promptly pay directly to
      the Lender additional amounts sufficient to compensate the Lenders or such
      controlling person for such reduction in rate of return. A statement of
      the Lenders as to any such additional amount or amounts (including
      calculations thereof in reasonable detail) shall, in the absence of
      manifest error, be conclusive and binding on the


                                      -10-
<PAGE>

      Borrower. In determining such amount, the Lender may use any method of
      averaging and attribution that it (in its sole and absolute discretion)
      shall deem applicable.

            2.6.3 Taxes. All payments by the Borrower of principal of, and
      interest on, the LIBOR Advances and all other amounts payable hereunder
      shall be made free and clear of and without deduction for any present or
      future income, excise, stamp or franchise taxes and other taxes, fees,
      duties, withholdings or other charges of any nature whatsoever imposed by
      any taxing authority, but excluding franchise taxes and taxes imposed on
      or measured by the Lender's net income or receipts (such non-excluded
      items being called "Taxes"). In the event that any withholding or
      deduction from any payment to be made by the Borrower hereunder is
      required in respect of any Taxes pursuant to any applicable law, rule or
      regulation, then the Borrower will

            (a) pay directly to the relevant authority the full amount required
      to be so withheld or deducted;

            (b) promptly forward to the Lender an official receipt or other
      documentation satisfactory to the Lender evidencing such payment to such
      authority; and

            (c) pay to the Lender such additional amount or amounts as is
      necessary to ensure that the net amount actually received by the Lender
      will equal the full amount the Lender would have received had no such
      withholding or deduction been required.

      Moreover, if any Taxes are directly asserted against the Lender with
      respect to any payment received by the Lender hereunder, the Lender may
      pay such Taxes and the Borrower will promptly pay such additional amount
      (including any penalties, interest or expenses) as is necessary in order
      that the net amount received by the Lender after the payment of such Taxes
      (including any Taxes on such additional amount) shall equal the amount the
      Lender would have received had not such Taxes been asserted.

      If the Borrower fails to pay any Taxes when due to the appropriate taxing
      authority or fails to remit to the Lender the required receipts or other
      required documentary evidence, the Borrower shall indemnify the Lender for
      any incremental Taxes, interest or penalties that may become payable by
      the Lender as a result of any such failure.

            2.6.4 Libor Rate Lending Unlawful. If the Agent shall determine
      (which determination shall, upon notice thereof to the Borrower be
      conclusive and binding on the Borrower) that the introduction of or any
      change in or in the interpretation of any law, rule, regulation or
      guideline, (whether or not having the force of law) makes it unlawful, or
      any central bank or other governmental authority asserts that it is
      unlawful, for the Bank to make, continue or maintain any Libor Advance as,
      or to convert any loan into, a Libor Advance of a certain duration, the
      obligations of the Bank to make, continue, maintain or convert into any
      such Libor Advances shall, upon such determination, forthwith be suspended
      until the Agent shall notify the Borrower that the circumstances causing
      such suspension no longer exist, and all Libor Advances of such type shall
      automatically convert into Variable Rate Loans at the end of the then
      current Interest Periods with respect thereto or sooner, if required by
      such law or


                                      -11-
<PAGE>

      assertion.

            2.6.5 Additional Libor Conditions. The selection by Borrower of an
      Adjusted Libor Rate and the maintenance of the Loan at such rate shall be
      subject to the following additional terms and conditions:

            (i) Substitute Rate. If the Agent shall have determined that

                  (a) US dollar deposits in the relevant amount and for the
            relevant Interest Period are not available to the Agent in the
            London interbank market;

                  (b) by reason of circumstances affecting the Agent in the
            London interbank, adequate means do not exist for ascertaining the
            Libor Rate applicable hereunder to Libor Advances of any duration,
            or

                  (c) Libor no longer adequately reflects the Lender's cost of
            funding loans,

      then, upon notice from the Agent to the Borrower, the obligations of the
      Lenders under Section 2.5 to make or continue any loans as, or to convert
      any loans into, Libor Advances of such duration shall forthwith be
      suspended until the Agent shall notify the Borrower that the circumstances
      causing such suspension no longer exist.

            2.6.6 Variable Rate Advances. Each Variable Rate Advance shall
      continue as a Variable Rate Advance until the Maturity Date of the Loan,
      unless sooner converted, in whole or in part, to a Libor Advance, subject
      to the limitations and conditions set forth in this Agreement.

      2.7 The Loan Account. (a) An account (the "Loan Account") shall be opened
      on the books of the Agent, in which Loan Account a record may be kept of
      all Advances made by the Lenders to the Borrower under or pursuant to this
      Agreement and of all payments thereon.

      (b)   The Agent may also keep a record (either in the Loan Account or
            elsewhere, as the Agent may from time to time elect) of all
            interest, fees, service charges, costs, expenses, and other debits
            owed the Agent and/or the Lenders (including the Issuing Lender) on
            account of the Obligations and of all credits against such amounts
            so owed.

      (c)   All credits against the Obligations shall be conditional upon final
            payment to the Lender of the items giving rise to such credits. The
            amount of any item credited against the Obligations which is charged
            back against the Lender for any reason or is not so paid shall be an
            Obligation and shall be added to the Loan Account, whether or not
            the item so charged back or not so paid is returned.


                                      -12-
<PAGE>

      (d)   Except as otherwise provided herein, all fees, service charges,
            costs, and expenses for which the Borrower is obligated hereunder
            are payable thirty (30) days after the invoice date. The Lenders,
            without the request of the Borrower, may make an Advance of any
            interest, fee, service charge, or other payment to which the Agent
            and/or the Lenders are entitled from the Borrower pursuant hereto
            and may charge the same to the Loan Account notwithstanding that
            such amount so advanced may result in Availability's being exceeded.
            Such action on the part of the Lenders shall not constitute a waiver
            of the Lenders' rights under Section 2.4(b), above. Any amount which
            is added to the principal balance of the Loan Account as provided in
            this subsection shall bear interest at the interest rate applicable
            from time to time to the unpaid principal balance of the Loan
            Account.

      (e)   Any statement rendered by the Agent to the Borrower concerning the
            Obligations shall be considered correct and accepted by the Borrower
            and shall be conclusively binding upon the Borrower unless the
            Borrower provides the Agent with written objection thereto within
            thirty (30) days from the mailing of such statement, which written
            objection shall indicate, with particularity, the reason for such
            objection. The Loan Account and the Agent's books and records
            concerning the loan arrangement contemplated herein and the
            Obligations shall be prima facie evidence of the items described
            therein.

2.8 Establishment of Letter of Credits. (a) Upon the written request of the
Borrower, the Issuing Lender agrees to cause the issuance of L/C's on behalf of
a Borrower as provided herein. The Borrower may request issuance of L/C's in
such manner as may from time to time be reasonably acceptable to the Issuing
Lender. The Borrower shall execute and deliver to the Issuing Lender such
further documents and instruments in connection with any L/C, as the Issuing
Lender, in accordance with the Issuing Lender's then customary practices with
respect to similar facilities, may reasonably request including, without
limitation, the Issuing Lender's standard letter of credit agreements (the "L/C
Agreement"). In the event of any inconsistency between the terms of the L/C
Agreement and this Agreement the terms and conditions of the L/C Agreement shall
control.

      (b)   No L/C shall have an expiry date which is later than thirty (30)
            days prior to the Maturity Date.

2.9 Effect of Honor of L/C's . The Borrower shall reimburse the Issuing Lender
for the amount of any honored L/C. Any such honoring which is not so reimbursed
on the Business Day when so honored shall constitute an Advance.

2.10. Additional Provisions Relating to L/C's. (a) The obligations of the
Borrower with respect to L/C's shall be absolute and unconditional. The
obligations of the Borrower with respect to L/C's shall rank pari passu with the
obligations of the Borrower to repay all other Obligations. The Issuing Lender's
rights, powers, privileges and


                                      -13-
<PAGE>

immunities specified in or arising under this Agreement are in addition to any
hereafter created or arising, whether by statute or rule of law or contract.

      (b)   The Borrower will

            (i)   promptly examine the copy of any L/C (and any amendments
                  thereof) sent to it by the Issuing Lender;

            (ii)  promptly examine all instruments and documents delivered to it
                  from time to time by the Issuing Lender; and

            (iii) within two (2) Business Days of receipt thereof, provide the
                  Issuing Lender with written notice of any irregularity or
                  claim of non-compliance with the instructions of such person
                  or entity.

The Borrower is conclusively deemed to have waived any such claim against the
Issuing Lender and the Lenders and their correspondents unless such notice is so
timely given.

      (c)   None of the Issuing Lender, the Issuing Lender's correspondents or
            any advising, negotiating, or paying bank with respect to any L/C,
            shall be responsible in any way for:

            (i)   performance by any beneficiary under any L/C or payee under
                  any L/C of that beneficiary's or payee's obligations to the
                  Borrower; or

            (ii)  the form, sufficiency, correctness, genuineness, authority of
                  any person signing; falsification; or the legal effect of; any
                  documents called for under any L/C if (with respect to the
                  foregoing) such documents on their face are conforming.

      (d)   The Issuing Lender may honor, as complying with the terms of any L/C
            and of any drawing thereunder, any drafts or other documents
            otherwise in order, but signed or issued by an administrator,
            executor, conservator, trustee in bankruptcy, debtor in possession,
            assignee for the benefit of creditors, liquidator, receiver, or
            other legal representative of the Person authorized under such L/C
            to draw or issue such drafts or other documents.

      (e)   Unless otherwise agreed to, in the particular instance, the Borrower
            hereby authorizes the Issuing Lender to (i) select an advising bank,
            if any; (ii) select a paying bank, if any; and (iii) select a
            negotiating bank.

      (f)   The Issuing Lender shall have discharged its obligations under any
            L/C which, or the drawing under which, includes payment
            instructions, by the initiation of the method of payment called for
            in, and in accordance with,


                                      -14-
<PAGE>

            such instructions (or by any other commercially reasonable and
            comparable method). The Issuing Lender does not assume any
            responsibility for any inaccuracy, interruption, error, or delay in
            transmission or delivery by post, telegraph or cable, or for any
            inaccuracy of translation.

      (g)   The Issuing Lender's rights, powers, privileges and immunities
            specified in or arising under this Agreement are in addition to any
            hereafter created or arising, whether by statute or rule of law or
            contract.

      (h)   Except to the extent otherwise expressly provided hereunder or
            agreed to in writing by the Issuing Lender, and the Borrower, the
            L/C will be governed by the Uniform Customs and Practice for
            Documentary Credits, International Chamber of Commerce, Publication
            No. 500, and any subsequent revisions thereof.

      (i)   If any change in any law, executive order or regulation, or any
            directive of any administrative or governmental authority (whether
            or not having the force of law), or in the interpretation thereof by
            any court or administrative or governmental authority charged with
            the administration thereof, shall either:

            (i)   impose, modify or deem applicable any reserve, special deposit
                  or similar requirements against L/C's hereafter caused to be
                  issued by the Issuing Lender or with respect to which the
                  Issuing Lender has an obligation to lend to fund drawings
                  thereunder; or

            (ii)  impose on any Issuing Lender any other condition or
                  requirements relating to any such L/C's;

and the result of any event referred to in clause (i) or (ii), above, shall be
to increase the cost to the Issuing Lender of issuing or maintaining any L/C,
then, upon demand by the Issuing Lender made within six (6) months of the
occurrence of any event referred to in clause (i) or (ii) above, and delivery by
the Issuing Lender to the Borrower of a certificate of an officer of the Lender
describing such change in law, executive order, regulation, directive, or
interpretation thereof, its effect on the Issuing Lender, and the basis for
determining such increased costs and their allocation, the Borrower within five
(5) Business Days after receipt of such notice shall pay to the Issuing Lender,
from time to time as specified by the Issuing Lender, such amounts as shall be
sufficient to compensate the Issuing Lender for such increased cost. The Issuing
Lender's determination of costs incurred under clause (i) or (ii) above, shall
be conclusive and binding on the Borrower in the absence of manifest error.

      (j)   The obligations of the Borrower under the within Agreement with
            respect to L/C's are absolute, unconditional, and irrevocable and
            shall be


                                      -15-
<PAGE>

            performed strictly in accordance with the terms hereof under all
            circumstances, whatsoever including, without limitation, the
            following:

            (i)   Any lack of validity or enforceability or restriction,
                  restraint, or stay in the enforcement of the within Agreement,
                  any L/C or any other agreement or instrument relating thereto.

            (ii)  Any amendment or waiver of, or consent to the departure from,
                  all or any of the above.

            (iii) The existence of any claim, set-off, defense, or other right
                  which the Borrower may have at any time against the
                  beneficiary of the L/C.

            (iv)  Any honoring of a drawing under any L/C, which drawing was
                  nonconforming on account of minor nonsubstantive variances
                  from the requirements of the subject L/C, and not the result
                  of Issuing Bank's gross negligence.

3. THE NOTES. The obligation of the Borrower to pay the Loan Amount or, if less,
the aggregate unpaid principal amount of all Advances made by the Lenders
hereunder plus accrued interest thereon, shall be evidenced by Notes and payable
in accordance therewith. In the event any of the Notes are lost, destroyed or
mutilated at any time prior to payment in full of the indebtedness evidenced
thereby, the Borrower shall execute and deliver to the applicable Lender a new
note substantially in the form of the Note and the applicable Lender shall
execute and deliver to Borrower an affidavit and indemnification reasonably
acceptable to Borrower with respect to such lost Note.

4. FEES. The Borrower agrees to pay to the Lenders the following fees:

      (a)   The Borrower shall pay to the Lenders an annual transaction fee
            equal to the greater of: (i) Three Hundred Fifty Thousand
            ($350,000.00) Dollars or (ii) twenty-five (25) basis points of each
            Advance during the applicable year (the "Transaction Fee"), such
            Transaction Fee to be paid at the time of each Advance made
            (including any Advance made on account of a draw under a L/C) under
            the Loan with an annual reconciliation of the amount due on each
            anniversary date of this Agreement.

      (b)   At the time of the issuance of any L/C, the Borrower shall pay to
            the Issuing Lender an annual letter of credit fee equal to 1.25% of
            the Stated Amount of such L/C, or pro rated if the L/C is issued for
            a period of less than twelve (12) months (the "L/C Fee").


                                      -16-
<PAGE>

5. JOINDER DOCUMENTS. At the time of a Acquisition, such Wholly Owned
Subsidiary, which has become a Wholly Owned Subsidiary in connection with such
Acquisition, shall execute the Joinder Documents so as to become a Borrower
under this Agreement and shall be added as a maker under the Note. From and
after the date of the execution of such Joinder Documents, such entities shall
be considered a "Borrower" and subject to all of the terms and conditions
hereof.

6. CONDITIONS TO CLOSING . The obligation of the Lenders to make the initial
Loan shall be subject to the satisfaction of the following conditions precedent:

6.1 Loan Documents. Each of the Loan Documents shall have been duly executed and
delivered by the respective parties thereto. Each of the Loan Documents shall be
in full force and effect and shall be in form and substance satisfactory to the
Lenders.

6.2 Certified Copies of Organization Documents. The Lenders shall have received
from each of the Borrower and the Guarantor a certified copy of its Organization
Documents as in effect on such date of certification, such Organizational
Documents to be in form and substance reasonably satisfactory to the Lenders.

6.3 Resolutions. All action necessary for the valid execution, delivery and
performance by each of the Borrower and the Guarantor of this Agreement and the
other Loan Documents to which it is or is to become a party shall have been duly
and effectively taken, and evidence thereof satisfactory to the Lenders shall
have been provided to the Lenders. The Lenders shall have received from each
such Person true copies of the resolutions authorizing the transactions
described herein, each certified as of a recent date to be true and complete.

6.4 Incumbency Certificate; Authorized Signers. The Lenders shall have received
from each of the Borrower and the Guarantor an incumbency certificate, dated as
of the Closing Date, giving the name and bearing a specimen signature of each
individual who shall be authorized: (a) to sign, in the name and on behalf of
such Person each of the Loan Documents to which such Person is or is to become a
Person; and (b) to give notices and to take other action on its behalf under the
Loan Documents.

6.5 Deliveries. The following items or documents shall have been delivered to
the Agent and Lenders by the Borrower and shall be in form and substance
satisfactory to the Lender:

      (a)   Title Policy. An existing Title Policy or Title Policies.

      (b)   Other Insurance. Duplicate originals or certified copies of all
            policies and certificates of insurance maintained by the Borrower
            which shall be at least equal to insurance customarily obtained by
            owners of similar properties.


                                      -17-
<PAGE>

      (c)   Environmental Report. An existing environmental site assessment
            report or reports of one or more qualified environmental engineering
            or similar inspection firms approved by the Agent, which report or
            reports shall indicate the condition of the properties comprising
            those Borrowing Base Properties which were part of the June 1, 2003
            Acquisition and any existing improvements thereon in compliance with
            all material Requirements and in all respects satisfactory to the
            Agent in its sole discretion.

6.6 Legal Opinions. The Lenders shall have received a favorable opinion or
opinions in form and substance satisfactory to the Agent and the Agent's
counsel, addressed to the Agent and the Lenders and dated as of the Closing
Date, from counsel to the Borrower and the Guarantor acceptable to the Agent, as
to such matters as the Lender shall reasonably request, including, without
limitation, the due execution and authorization of all Loan Documents and the
enforceability of this Agreement, the Guaranty and the Notes.

6.7 Appraisal. The Agent shall have received Appraisals, in form and substance
satisfactory to the Agent, for each of the properties comprising those Borrowing
Base Properties which were part of the June 1, 2003 Acquisition.

6.8 Operating Accounts. The Borrower shall have established and will maintain
with the Agent and Co-Agent operating accounts for those Borrowers owning
properties which are part of the Borrowing Base Properties and are located
within the Commonwealth of Massachusetts (collectively, the "Operating
Accounts") The term Operating Accounts shall specifically exclude any trust
accounts in the name of such Borrowers.

6.9 Performance; No Default. The Borrower shall have performed and complied with
all terms and conditions herein required to be performed or complied with by it
or there shall exist no Default or Event of Default.

6.10 Representations and Warranties. Without limiting the provisions set forth
in Sections 6.1 and 8.12, the representations of warranties made by the Borrower
in the Loan Documents or otherwise made by or on behalf of the Borrower in
connection therewith or after the date thereof shall have been true and correct
in all respects when made and shall be true and correct in all respects on the
Closing Date unless such representations and warranties relate specifically and
only to an earlier date in time.

6.11 Proceedings and Documents. All proceedings accounts in the name of such
Borrower entities in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall be satisfactory to the Agent and
the Agent's counsel in form and substance, and the Agent shall have received all
information and such counterpart originals or certified copies of such documents
and such other certificates, opinions or documents as the Agent and the Agent's
counsel may reasonably require.


                                      -18-
<PAGE>

6.12 Waiver. Any waiver by the Agent of any of the conditions precedent
contained herein for the closing of the Loan shall not be deemed to be a waiver
by the Agent of any other obligation of the Borrower hereunder.

7. CONDITIONS TO ALL BORROWINGS. The obligations of the Lenders to make the Loan
or any Advance, whether on or after the Closing Date, shall also be subject to
the satisfaction of the following conditions precedent:

7.1 Representations True; No Event of Default. Subject to Sections 6.1 and 8.20,
each of the representations and warranties of the Borrower contained in this
Agreement, the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with this Agreement shall be true as of the date as
of which they were made and shall also be true at and as of the time of the
making of such Loan, with the same effect as if made at and as of that time
(except to the extent of changes resulting from transactions contemplated or
permitted by this Agreement and the other Loan Documents and changes occurring
in the ordinary course of business that singly or in the aggregate are not
materially adverse, and except to the extent that such representations and
warranties relate expressly to an earlier date) and no Default or Event of
Default shall have occurred and be continuing. The Agent on behalf of the
Lenders shall have received a certificate of the Borrower signed by an
authorized officer of the Borrower to such effect.

7.2 No Legal Impediment. No change shall have occurred in any law or regulations
thereunder or interpretations thereof that in the reasonable opinion of the
Agent would make it illegal for the Lenders to make such Loan.

7.3 Governmental Regulation. With respect to any Libor Advance, the Lenders
shall have received such statements in substance and form reasonably
satisfactory to the Lenders as the Lenders shall require for the purpose of
compliance with any applicable regulations of the Comptroller of the Currency or
the Board of Governors of the Federal Reserve System.

7.4 Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Agreement, the other Loan Documents and all
other documents incident thereto shall be reasonably satisfactory in substance
and in form to the Agent and its counsel, and the Agent and such counsel shall
have received all information and such counterpart originals or certified or
other copies of such documents as the Agent may reasonably request.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Borrower represents, warrants,
and covenants to the Lenders as follows:

8.1 Organization; Authority, Etc.

      (a)   Organization; Good Standing. Each of the entities comprising the
            Borrower and the Guarantor is a limited partnership, limited
            liability


                                      -19-
<PAGE>

            company, or corporation, as the case may be, duly organized under
            the laws of its state of organization pursuant to each Person's
            respective Organizational Documents, and is, and will at all times
            be, validly existing and in good standing under the laws of such
            State. Each of the Borrower and the Guarantor is, and will at all
            times be, duly organized and is, and will at all times be, validly
            existing, in good standing, and qualified to do business in each
            jurisdiction where required except where failure to so qualify would
            not have a material adverse affect on the Borrowing Base Properties.
            Each of the entities comprising the Borrower and the Guarantor has,
            and will at all times have, all requisite power to own its property
            and conduct its business as now conducted and as presently
            contemplated.

      (b)   Authorization. The execution, delivery and performance of this
            Agreement and the other Loan Documents to which Borrower or the
            Guarantor is or is to become a Person and the transactions
            contemplated hereby and thereby (i) are within the authority of such
            Person, (ii) have been duly authorized by all necessary proceedings
            on the part of such Person, (iii) do not conflict with or result in
            any breach or contravention of any provision of any other agreement
            binding upon such Person or any provision of law, statute, rule or
            regulation to which such Person is subject or any judgment, order,
            writ, injunction, license or permit applicable to such Person, (iv)
            do not conflict with any provision of the Organizational Documents
            of such Person, and (v) do not require the approval or consent of,
            or filing with creditors, trustees for creditors or shareholders of,
            or other holders, directly or indirectly, of interests in, such
            Person or the approval or consent or filing with any governmental
            agency or authority other than those approvals or consents already
            obtained.

      (c)   Enforceability. The execution and delivery of this Agreement and the
            other Loan Documents, to which each Borrower is or is to become a
            Person will result in valid and legally binding obligations of such
            Borrower enforceable against it in accordance with the respective
            terms and provisions hereof and thereof, except as enforceability is
            limited by bankruptcy, insolvency, reorganization, moratorium or
            other laws relating to or affecting generally the enforcement of
            creditors' rights and except to the extent that availability of the
            remedy of specific performance or injunctive relief is subject to
            the discretion of the court before which any proceeding therefor may
            be brought.

8.2 Title to Asset. The Borrower owns all of the assets reflected in the
financial statements of the Borrower as at the Balance Sheet Date or acquired
since that date free from all encumbrances except for Permitted Liens (except
property and assets sold or otherwise disposed of in the ordinary course of
business since that date).


                                      -20-
<PAGE>

8.3 Financial Statements. There has been furnished to the Lender a financial
statement through December 31, 2002 for FSP as set forth in the 10-K statement
filed in March 2003, audited financial statements for the year ended December
31, 2002 for all Borrowers as set forth in the May 12, 2003 proxy statement; and
projections on a pro forma basis as of March 31, 2003 for the Borrower and
related entities and as of March 31, 2003 unadjusted financial statements for
the Borrower. Such statements (excluding the projections) have been prepared in
accordance with generally accepted accounting principles and fairly present the
financial condition of the Borrower as at the close of business on the date
thereof and the results of operations for the fiscal year then ended. As of the
date of this Agreement, there are no liabilities or contingent liabilities of
the Borrower known to the officers, partners, or trustees of the Borrower which
are not disclosed in said financial statements and the related notes thereto
other than the Obligations.

8.4 No Material Changes, Etc. Since the Balance Sheet Date, there has occurred
no materially adverse change in the financial condition or business of the
Borrower other than changes described in the proxy statement dated as of May 12,
2003, and changes in the ordinary course of business that have not had any
material adverse effect either individually or in the aggregate on the business
or financial condition of such Borrower.

8.5 Franchises, Patents, Copyrights, Etc. The Borrower possesses, and will at
all times possess, all franchises, patents, copyrights, trademarks, trade names,
licenses and permits, and rights in respect of the foregoing, adequate for the
conduct of its business substantially as now conducted or as it is intended to
be conducted with respect to the Borrowing Base Properties, without known
conflict with any rights of others.

8.6 Litigation. There are no actions, suits, proceedings or investigations of
any kind pending or threatened against the Borrower before any court, tribunal
or administrative agency or board or any mediator or arbitrator that, if
adversely determined, might, either in any case or in the aggregate, adversely
affect the business, assets or financial condition of such Person, or result in
any material liability not adequately covered by insurance, or for which
adequate reserves are not maintained on the balance sheet of such Person, or
which question the validity of this Agreement or any of the other Loan
Documents, any action taken or to be taken pursuant hereto or thereto, or any
lien or security interest created or intended to be created pursuant hereto or
thereto, or which will materially and adversely affect the ability of the
Borrower to use and occupy any of the properties comprising the Borrowing Base
Properties or to pay and perform the Obligations in the manner contemplated by
this Agreement and the other Loan Documents.

8.7 No Materially Adverse Contracts, Etc. The Borrower is not subject to any
charter, corporate or other legal restriction, or any judgment, decree, order,
rule or regulation that has or is reasonably expected in the future to have a
materially adverse effect on the business, assets or financial condition of such
Person. Each Borrower is


                                      -21-
<PAGE>

not, and will not be, a party to any contract or agreement that has or is
expected to have any materially adverse effect on the business of such Person.

8.8 Compliance With Other Instruments, Laws, Etc. The Borrower is not, and will
not at any time be, in violation of any provision of its Organizational
Documents or any agreement or instrument to which it may be subject or by which
it or any of its properties may be bound or any decree, order, judgment,
statute, license, rule or regulation, in any of the foregoing cases in a manner
that would be likely to materially and adversely affect the financial condition,
properties or business of such Person.

8.9 Tax Status. The Guarantor and each of the entities comprising the Borrower
(a) has made or filed, and will make or file in a timely fashion, all federal
and state income and all other tax returns, reports and declarations required by
any jurisdiction to which it is subject, (b) has paid, and will pay when due,
all taxes and other governmental assessments and charges shown or determined to
be due on such returns, reports and declarations, except those being contested
in good faith and by appropriate proceedings, (c) if a partnership, limited
partnership, limited liability partnership, or limited liability company, has,
and will maintain, partnership tax classification under the Code, and (d) has
set aside, and will at all times set aside, on its books provisions reasonably
adequate for the payment of all taxes for periods subsequent to the period to
which such returns, reports or declarations apply. There are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers, partners or trustees of the Borrower know of no
basis for any such claim. The Borrower has filed, and will continue to file, all
of such tax returns, reports, and declarations either (i) separately from any
parent or affiliate or (ii) if part of a consolidated filing, as a separate
member of any such consolidated group.

8.10 No Event of Default. No Default or Event of Default has occurred and is
continuing.

8.11 Setoff, Etc. The Lenders' rights with respect to the repayment of the
Obligations are not subject to any setoff, claims, withholdings or other
defenses.

8.12 Certain Transactions. None of (a) the officers, trustees, directors,
general partners, managers, members, stockholders, beneficiaries, or employees
of any Borrower or Subsidiary thereof or (b) to the knowledge of the Borrower,
any corporation, partnership, trust or other entity in which any such officer,
trustee, director, general partner, manager, member, stockholder, beneficiary,
or employee has a substantial interest or is an officer, director, trustee,
manager or general partner, is presently a party to any transaction with the
Borrower (other than for services as employees, officers, trustees, managers and
directors).

8.13 Subsidiaries. As of the date hereof, the Borrower's Subsidiaries are as set
forth on Schedule 5.


                                      -22-
<PAGE>

8.14 General Partners. As of the date hereof, except as set forth in Schedule 2,
the Borrower has no other general partners.

8.15 ERISA Plan. The Borrower does not, and will not, maintain or contribute to
an ERISA Plan.

8.16 Solvency. Borrower (a) is not insolvent nor will be rendered insolvent by
the Indebtedness incurred in connection with the Loan, (b) does not have
unreasonably small capital with which to engage in its business, or (c) has not
incurred Indebtedness beyond its ability to pay such Indebtedness as it matures.
The Borrower, on a consolidated basis, has assets having a value in excess of
amounts required to pay any Indebtedness.

8.17 The Borrowing Base Properties. The Borrower makes the following
representations and warranties, to the best of its knowledge, with respect to
each individual property included in the Borrowing Base Properties:

      (a)   Availability of Utilities. All utility services necessary and
            sufficient for the use and operation of each property comprising the
            Borrowing Base Properties are presently, and will at all times be,
            available to the boundaries of each of the properties comprising the
            Borrowing Base Properties through dedicated public rights of way or
            through perpetual private easements. The Owner has obtained all
            utility installations and connections required for the operation and
            servicing of each of the properties comprising the Borrowing Base
            Properties for its intended purposes.

      (b)   Access. The rights of way for all roads necessary for the full
            utilization of each of the properties comprising the Borrowing Base
            Properties for its intended purposes have either been acquired by
            the appropriate Governmental Authority or have been dedicated to
            public use and accepted by such Governmental Authority. All such
            roads have been completed and the right to use all such roads, or
            suitable substitute rights of way approved by the Agent, have been
            obtained and shall be maintained at all times for each of the
            properties comprising the Borrowing Base Properties. All curb cuts,
            driveways and traffic signals required for the operation and use of
            each of the properties comprising the Borrowing Base Properties are
            existing and shall be maintained at all times.

      (c)   Condition of Borrowing Base Properties. Neither the Borrowing Base
            Properties nor any material part thereof is now damaged or injured
            as result of any fire, explosion, accident, flood or other casualty
            or has been the subject of any Taking, no Taking is pending or
            contemplated, other than the Park Ten property.


                                      -23-
<PAGE>

      (d)   Compliance with Requirements/Historic Status/Flood Area. The
            Borrowing Base Properties comply with, and will at times comply
            with, all material Requirements. The Borrower will give all such
            notices to, and take all such other actions with respect to, such
            Governmental Authority as may be required under applicable
            Requirements to use, occupy and operate the properties comprising
            the Borrowing Base Properties. Borrower has received no notice
            alleging any material non-compliance by any of the properties
            comprising the Borrowing Base Properties with any Requirements or
            indicating that any of the properties comprising the Borrowing Base
            Properties is located within any historic district or has, or may
            be, designated as any kind of historic or landmark site under
            applicable Requirements. None of the properties comprising the
            Borrowing Base Properties, except for 3231 Allen Parkway, Houston,
            Texas, is located in any special flood hazard area as defined under
            applicable Requirements.

      (e)   Other Contracts.

            (i)   The Borrower has not made, and will not make any, material
                  contract or arrangement of any kind or type whatsoever
                  (whether oral or written, formal or informal), the performance
                  of which by the other party thereto could give rise to a lien
                  or encumbrance on any of the properties comprising the
                  Borrowing Base Properties other than a Permitted Lien.

            (ii)  The Borrower has not made, and will not make, any material
                  contract or arrangement of any kind or type whatsoever, with
                  any affiliate of the Borrower, except for management
                  agreements with FSP Property Management LLC or agreements with
                  a Syndication REIT which shall be deemed approved by Lenders,
                  unless such contract or arrangement is (i) approved in writing
                  in advance by the Agent, (ii) on the same terms as would be
                  generally available to the Borrower in an arm's length
                  contract or arrangement with a third party, and (iii)
                  evidenced by a written agreement.

      (f)   Violations. The Borrower has received no notices of, or has any
            knowledge of, any violation of any applicable material Requirements
            with respect to any of the properties comprising the Borrowing Base
            Properties.

      (g)   Environmental Matters. The Borrower has caused an investigation to
            be made of the past and present condition and usage of each
            individual property included in the Borrowing Base Properties and
            the operations


                                      -24-
<PAGE>

            conducted thereon and, based upon such diligent investigation,
            except as disclosed in the Environmental Report makes the following
            representations and warranties:

            (i)   With respect to the Borrowing Base Properties, neither the
                  Borrower nor any operator of any of the properties comprising
                  the Borrowing Base Properties or any operations thereon is in
                  violation of any Environmental Law or any judgment, decree or
                  order related thereto which violation would have a material
                  adverse effect on the environment or the business, assets or
                  financial condition of the Borrower.

            (ii)  The Borrower has not received notice from any third Person
                  including, without limitation, any federal, state or local
                  governmental authority, asserting (i) that it has been
                  identified by the United States Environmental Protection
                  Agency ("EPA) as a potentially responsible Person with respect
                  to a site listed on the National Priorities List, 40 C.F.R.
                  Part 300 Appendix B (1986); (ii) that any Hazardous Substances
                  which it has generated, transported or disposed of have been
                  found at any site at which a federal, state or local agency or
                  other third Person has conducted or has ordered that the
                  Borrower conduct a remedial investigation, removal or other
                  response action pursuant to any Environmental Law; or (iii)
                  that it is or shall be a named Person to any claim, action,
                  cause of action, complaint, or legal or administrative
                  proceeding (in each case, contingent or otherwise) arising out
                  of any third Person's incurrence of costs, expenses, losses or
                  damages of any kind whatsoever in connection with the release
                  of Hazardous Substances.

            (iii) With respect to the Borrowing Base Properties: (i) no portion
                  of the Borrowing Base Properties has been used for the
                  handling, processing, storage or disposal of Hazardous
                  Substances except for use incidental to the primary use of the
                  Borrowing Base Properties which use has been in accordance
                  with applicable Environmental Laws; and no underground tank or
                  other underground storage receptacle for Hazardous Substances
                  is located on any portion of the Borrowing Base Properties;
                  (ii) in the course of any activities conducted by the Borrower
                  or the operators of its properties, no Hazardous Substances
                  have been generated or are being used on the Borrowing Base
                  Properties except in accordance with applicable Environmental
                  Laws; (iii) there has been no release, i.e. any past or
                  present releasing, spilling, leaking, pumping, pouring,
                  emitting, emptying, discharging, injecting, escaping,
                  disposing or dumping (a "Release") or threatened Release of
                  Hazardous Substances on,


                                      -25-
<PAGE>

                  upon, into or from the Borrowing Base Properties, which
                  Release would have a material adverse effect on the value of
                  the Borrowing Base Properties or adjacent properties or the
                  environment; (iv) there have been no Releases on, upon, from
                  or into any real property in the vicinity of any of the
                  Borrowing Base Properties which, through soil or groundwater
                  contamination, has come to be located on, and which has a
                  material adverse effect on the value of the Borrowing Base
                  Properties; and (v) any Hazardous Substances that have been
                  generated by Borrower on any of the Borrowing Base Properties
                  have been transported off-site only by carriers having an
                  identification number issued by the EPA, treated or disposed
                  of only by treatment or disposal facilities maintaining valid
                  permits as required under applicable Environmental Laws, which
                  transporters and facilities have been and are operating in
                  compliance with such permits and applicable Environmental
                  Laws.

            (iv)  Neither the Borrower nor any property comprising the Borrowing
                  Base Properties is subject to any applicable Environmental Law
                  requiring the performance of Hazardous Substances site
                  assessments, or the removal or remediation of Hazardous
                  Substances, or the giving of notice to any governmental agency
                  or the recording or delivery to other Persons of an
                  environmental disclosure document or statement by virtue of
                  the transactions set forth herein and contemplated hereby, or
                  to the effectiveness of any other transactions contemplated
                  hereby.

8.18 No Broker or Finder. Neither Borrower, nor anyone on behalf thereof, has
dealt with any broker, finder or other person or entity who or which may be
entitled to a broker's or finder's fee, or other compensation, payable by Agent
or the Lenders in connection with establishing of the Loan.

8.19 General. Each Borrower has disclosed any material fact or condition which
is necessary to make the representations and warranties set forth herein or in
any other Loan Document not materially misleading.

8.20 Representations, Warranties, Covenants and Agreements with Respect to the
Borrowing Base Properties. The representations, warranties, covenants and
agreements contained herein with respect to the Borrowing Base Properties, or
any of the properties comprising the Borrowing Base Properties, shall be made as
of the date hereof.

9. AFFIRMATIVE COVENANTS OF THE BORROWER. The Borrower covenants and agrees
that, so long as the Loan is outstanding:


                                      -26-
<PAGE>

9.1 Punctual Payment. The Borrower will duly and punctually pay or cause to be
paid the principal and interest on the Loan and all other amounts provided for
in the Note, this Agreement and the other Loan Documents to which the Borrower
is a Person, all in accordance with the terms of the Notes, this Agreement and
such other Loan Documents.

9.2 Financial Statements, Certificates and Information. The Borrower will
deliver, or cause to be delivered, to the Lenders:

      (a)   as soon as practicable, but in any event not later than ninety (90)
            days after the end of each fiscal year of the Borrower, on a
            consolidated basis the audited balance sheet (i.e. SEC Form 10-K) of
            the Borrower at the end of such year, and the related audited
            statement of income, statement of retained earnings, changes in
            capital, operating statements, and statement of cash flows for such
            year, each setting forth in comparative form the figures for the
            previous fiscal year and all such statements to be in reasonable
            detail, prepared in accordance with generally accepted accounting
            principles, and accompanied by an auditor's report prepared without
            qualification by Ernst & Young LLP or by another independent
            certified public accountant reasonably acceptable to the Lender,
            together with a written statement from the chief financial officer
            of the company stating that they have read a copy of this Agreement,
            and that, in making the examination necessary to said certification,
            they have obtained no knowledge of any Default or Event of Default
            under this Agreement, or, if such officer shall have obtained
            knowledge of any then existing Default or Event of Default he or she
            shall disclose in such statement any such Default or Event of
            Default. In the event that the Borrower has filed a Notification of
            Late Filing Form (SEC Form 12b-25) with the Securities and Exchange
            Commission, then the Borrower will not be in violation of this
            section as long as the Borrower provides the Agent with such
            required financial statement no later than three business days after
            such financial statements have been filed with the Securities and
            Exchange Commission;

      (b)   as soon as practicable, but in any event not later than forty-five
            (45) days after the end of each fiscal quarter of the Borrower,
            copies of the unaudited balance sheet (i.e. SEC Form 10Q) of the
            Borrower as at the end of such quarter, and the related unaudited
            statement of income, statement of retained earnings, changes in
            capital, and statement of cash flows for the portion of the
            Borrower's fiscal year then elapsed, all in reasonable detail and
            prepared in accordance with generally accepted accounting
            principles, together with a certification by the principal financial
            or accounting officer, partner or trustee of the Borrower that the
            information contained in such financial statements fairly presents
            the financial position of the Borrower on the date thereof (subject
            to year-end adjustments) and that, in making the examination
            necessary to said


                                      -27-
<PAGE>

            certification, such Person has obtained no knowledge of any Default
            or Event of Default under this Agreement. In the event that the
            Borrower has filed a Notification of Late Filing Form (Form 12b-25)
            with the Securities and Exchange Commission, then the Borrower will
            not be in violation of this section as long as the Borrower provides
            the Agent with such required financial statement no later than three
            business days after such financial statements have been filed with
            the Securities and Exchange Commission;

      (c)   contemporaneously with the delivery of the financial statements
            referred to in clause (a) above, a statement of all contingent
            liabilities of the Borrower which are not reflected in such
            financial statements or referred to in the notes thereto, and annual
            budget and cash flow forecasts for the Borrower and Borrowing Base
            Properties all in reasonable detail and certified by the principal
            financial or accounting officer of the Borrower;

      (d)   simultaneously with the delivery of the financial statements
            referred to in clauses (a) and (b) above, a covenant compliance
            certificate signed by the principal financial or accounting officer
            of the Borrower and setting forth in reasonable detail computations
            evidencing compliance with the covenants contained in ss.10.8;

      (e)   Simultaneously with the filing thereof a copy of the Borrower's tax
            return together with all schedules thereof; and

      (f)   from time to time such other financial data and information
            (including accountants' management letters) as the Lender may
            reasonably request.

9.3 Insurance. (a) The Borrower will provide evidence of insurance with respect
to each of the properties comprising the Borrowing Base Properties and the
operations of the Owners.

      (b)   The Borrower will provide the Lender with certificates evidencing
            such insurance upon the request of the Agent.

9.4 Liens and Other Charges. The Borrower will duly pay and discharge, or cause
to be paid and discharged, before the same shall become overdue all claims for
labor, materials, or supplies that if unpaid might by law become a lien or
charge upon any of its property or any of the properties comprising the
Borrowing Base Properties.

9.5 Inspection of Borrowing Base Properties and Books. (a) The Borrower shall
permit the Agent and the Lenders at the Borrower's expense, to visit and inspect
any of the properties comprising the Borrowing Base Properties and will
cooperate with the Agent and the Lenders during such inspections provided that
this provision shall not be deemed to impose on the Agent and the Lenders any
obligation to undertake such


                                      -28-
<PAGE>

inspections; provided that so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower shall only be obligated to pay the
reasonable expenses associated with one (1) such investigation of the books of
account of the Borrower during any twelve (12) month period commencing with the
first anniversary of this Agreement. Any such inspections are to be conducted
during normal business hours and prior to the occurrence and continuation of an
Event of Default, Lenders shall provide Borrower with forty-eight (48) hours
advance notice.

      (b)   The Borrower shall permit the Agent and the Lenders at the
            Borrower's reasonable expense to discuss the affairs, finances and
            accounts of the Borrower with, and to be advised as to the same by,
            its officers, partners, or trustees, all at such reasonable times
            and intervals as the Agent and Lenders may reasonably request.

9.6 Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will
comply with (a) the applicable laws and regulations wherever its business is
conducted, including all Environmental Laws and, in the case of the Borrower,
all Requirements, (b) the provisions of its Organizational Documents and all
Loan Documents to which Borrower or Subsidiary are signatories, (c) all
agreements and instruments by which it or any of its properties may be bound,
including, all restrictions, covenants and easements affecting the Borrowing
Base Properties, (d) all applicable decrees, orders and judgments, and (e) all
licenses and permits required by applicable laws and regulations for the conduct
of its business or the ownership, use or operation of its properties.

9.7 Use of Proceeds. The Borrower will use the proceeds of the Loan solely for
the purposes described herein. No portion of the Loan shall be used directly or
indirectly, and whether immediately, incidentally or ultimately (i) to purchase
or carry any margin stock, or to extend credit to others for the purpose
thereof, or to repay or refund indebtedness previously incurred for such
purpose, or (ii) for any purpose which would violate or is inconsistent with the
provisions of regulations of the Board of Governors of the Federal Reserve
System including, without limitation, Regulations G, U and X thereof.

9.8 Publicity. The Borrower will permit the Lenders to obtain publicity in
connection with the financing through press releases.

9.9 Further Assurances. (a) Regarding Preservation of Collateral. The Borrower
will execute and deliver to the Agent and the Lenders such further documents,
instruments, assignments and other writings, and will do such other acts
necessary or desirable, to preserve and protect the Collateral at any time
securing or intended to secure the Obligations, as the Agent and the Lenders may
reasonably require.

      (b)   Regarding this Agreement. The Borrower will cooperate with, and will
            do such further acts and execute such further instruments and
            documents as the Agent and the Lenders shall reasonably request to
            carry out to its


                                      -29-
<PAGE>

            satisfaction the transactions contemplated by this Agreement and the
            other Loan Documents.

9.10 Notices. The Borrower will promptly notify the Agent in writing of (i) the
occurrence of any Default or Event of Default; (ii) the occurrence of any other
event which is likely to have a materially adverse effect on any of the
properties comprising the Borrowing Base Properties or the business or financial
condition of the Borrower; or (iii) the receipt by the Borrower of any notice of
default or notice of termination with respect to any contract or agreement
relating to the ownership, operation, or use of any of the properties comprising
the Borrowing Base Properties which is likely to have a materially adverse
effect. Without limiting the foregoing, Borrower agrees to promptly notify Agent
in writing of the occurrence of any event which is inconsistent with the
environmental representations under ss.8.17(g), the litigation responsibilities
in ss.8.6, or the solvency representation in ss.8.16.

9.11 Other Affirmative Covenants. The Borrower will:

      (a)   Remain solvent and pay all of its Indebtedness from its assets as
            the same become due;

      (b)   At all times hold itself out to the public as a legal entity,
            separate and distinct from any other Person, including any
            Subsidiary of the Borrower, or any parent or affiliate of the
            Borrower;

      (c)   Maintain adequate capital for the normal obligations reasonably
            foreseeable for a business of its size and character and in light of
            its contemplated business operations; and

      (d)   Maintain the Operating Accounts with the Agent and the Co-Agent.

9.12 Ownership of Borrower. Borrower agrees that George J. Carter, or a
replacement officer which is approved by Lenders in its reasonable discretion,
shall, at all times, maintain control of the day to day operations of the
Borrower.

9.13 Wholly Owned Subsidiary. The Borrower shall provide Agent with written
notice of the establishment of a Wholly Owned Subsidiary. The Borrower shall
cause such Wholly Owned Subsidiary to execute the Joinder Documents and become a
Borrower under this Agreement.

9.14 Maintenance of Borrower's Properties. Borrower will protect and maintain,
or cause to be maintained, in a manner consistent with Borrower's current
maintenance standards at all times, the buildings and structures now standing or
hereafter erected on the Borrower's properties, and any additions and
improvements thereto, and all personal property now or hereafter situated
therein, and the utility services, the parking areas and access roads, and all
building fixtures and equipment and articles of personal property


                                      -30-
<PAGE>

now or hereafter acquired and used in connection with the operation of the
Borrower's properties.

9.15 Acquisitions, Dispositions and Syndication of Borrower's Assets. Borrower
shall provide Agent with written notice of all dispositions or acquisitions of
individual properties by a Wholly Owned Subsidiary within fifteen (15) days
prior to the disposition or acquisition. With respect to any acquisitions, the
notice shall include a summary of the key business terms for such acquisition.
With respect to any disposition, the notice shall include a certification from
the chief financial officer of FSP stating that such disposition shall not cause
a violation of any covenant contained herein, including, without limitation, any
breach of ss.10.8, both before and after such disposition, and that no Default
or Event of Default exists hereunder. Borrower will provide Agent with a copy of
the confidential offering memorandum and investment guide for each new
investment entity which Borrower intends to syndicate within fifteen (15) days
prior to the scheduled first Syndication Event for such offering.

9.16 Syndication Event. The Borrower shall use any net proceeds (after payment
of costs, fees and expenses) received by Borrower from a Syndication Event to
repay, to the extent outstanding, the Loan. Such proceeds may be reborrowed by
the Borrower subject to the terms herein and any such repayment shall be made in
accordance with and subject to the terms herein.

9.17 Business Activities. The Borrower shall limit its business activities to
the ownership, construction, operation and maintenance of income producing
properties and investment banking activities related thereto and all matters
incidental or accessory thereto.

10. NEGATIVE COVENANTS OF THE BORROWER. The Borrower covenants and agrees that,
so long as the Loan is outstanding or the Lenders have any obligation to make
any Advances:

10.1 No Amendments, Terminations or Waivers. The Borrower will not, directly or
indirectly, amend, or allow the amendment of, any of the Organizational
Documents of the Borrower in any material respect.

10.2 Restrictions on Indebtedness. The Borrower will not create, incur, assume,
guaranty or be or remain liable, contingently or otherwise, with respect to any
Indebtedness other than:

      (a)   Indebtedness to the Lenders arising under any of the Loan Documents;
            and

      (b)   current liabilities of the Borrower incurred in the ordinary course
            of business but not incurred through (i) the borrowing of money, or
            (ii) the obtaining of credit except for credit on an open account
            basis


                                      -31-
<PAGE>

            customarily extended and in fact extended in connection with normal
            purchases of goods and services.

10.3 Restrictions on Liens, Etc. With the exception of Permitted Liens, the
Borrower will not (a) create or incur or suffer to be created or incurred or to
exist any lien, encumbrance, mortgage, pledge, charge, restriction or other
security interest of any kind upon any the Borrower's Base Properties, or upon
the income or profits therefrom; (b) transfer any of the Borrower's Base
Properties or the income or profits therefrom for the purpose of subjecting the
same to the payment of Indebtedness or performance of any other obligation in
priority to payment of its general creditors; (c) acquire, or agree or have an
option to acquire, any property or assets upon conditional sale or other title
retention or purchase money security agreement, device or arrangement; (d)
suffer to exist for a period of more than thirty (30) days after the same shall
have been incurred any Indebtedness or claim or demand against it that if unpaid
would likely by law or upon bankruptcy or insolvency, or otherwise, be given any
priority whatsoever over its general creditors; or (e) sell, assign, pledge or
otherwise transfer any accounts, contract rights, general intangibles, chattel
paper or instruments, with or without recourse; provided that the Borrower may
create or incur or suffer to be created or incurred or to exist liens in favor
of the Lenders under the Loan Documents. Notwithstanding the foregoing, the
Borrower may sell any of its real property, whether now owned or hereafter
acquired, provided that prior to and after any such sale (i) the Borrower is in
compliance with all of its covenants herein, including, without limitation, the
financial covenants contained in ss.10.8, and (ii) No Default or Event of
Default has occurred and is continuing hereunder.

10.4 Restrictions on Loans and Investments. The Borrower will not make or permit
to exist or to remain outstanding any loan by the Borrower to any Person or any
Investment except Investments in:

      (a)   marketable direct or guaranteed obligations of the United States of
            America that mature within one (1) year from the date of purchase by
            the Borrower;

      (b)   demand deposits and bankers L/Cs of United States banks having total
            assets in excess of $1,000,000,000;

      (c)   certificates of deposit and time deposits of United States banks
            having total assets in excess of $1,000,000,000 that mature within
            one (1) year from the date of purchase by the Borrower;

      (d)   securities commonly known as "commercial paper" issued by a
            corporation organized and existing under the laws of the United
            States of America or any state thereof that at the time of purchase
            have been rated and the ratings for which are not less than "P 1" if
            rated by Moody's Investors Services, Inc., and not less than "A 1"
            if rated by Standard and Poor's;


                                      -32-
<PAGE>

      (e)   Subsidiaries;

      (f)   investments in syndication REITS

      (g)   mutual funds managed by Agent and Co-Agent;

      (h)   mutual or closed-end funds substantially all of whose assets are
            comprised or securities of the types described in clauses (a)
            through (d) above;

      (i)   Investments in an aggregate amount not to exceed $2,000,000.00;

      (j)   Investments consisting of loans and advances to employees for
            reasonable travel, relocation and business expenses in the ordinary
            course of business, extensions of trade credit in the ordinary
            course of business and prepaid expenses in the ordinary course of
            business;

      (k)   Investments in connection with Syndication Events and Acquisitions;
            and

      (k)   Investments in land, development projects, and joint ventures which
            do not exceed ten (10%) percent of Consolidated Total Asset Value.

10.5 Merger, Consolidation, Conversion, Business Operations, and Ownership and
Disposition of Assets.

      (a)   The Borrower shall not own any assets other than income-producing
            properties, other assets incidental to the ownership or operation of
            such property, investment banking services and property management
            companies.

      (b)   After the date of this Agreement, the Borrower will not become a
            party to any merger or consolidation, or agree to or effect any
            asset acquisition or stock acquisition except in connection with (i)
            a Syndication Event, or (ii) a Acquisition.

      (c)   The Borrower will not convert into any other type of entity,
            including, without limitation, a limited liability partnership or a
            limited liability company.

      (d)   The Borrower will not engage in any business operations other than
            those necessary for the ownership, construction, management, or
            operation of income-producing property and investment banking
            services.


                                      -33-
<PAGE>

10.6 Sale and Leaseback. The Borrower will not enter into any arrangement,
directly or indirectly, whereby the Borrower shall sell or transfer any property
owned by it in order then or thereafter to lease such property or lease other
property that the Borrower intends to use for substantially the same purpose as
the property being sold or transferred.

10.7 Distributions. Except for Distributions necessary to maintain the REIT
status of the Borrower, after the occurrence and during the continuation of a
Default or an Event of Default (unless and until cured within any applicable
cure period), the Borrower will not make any Distributions. The Borrower will
also not make any Distributions which would cause a Default or Event of Default

10.8 Financial Covenants. The Borrower covenants and agrees that, so long as the
Loan is outstanding,

      (a)   Loan to Value. The ratio ("Loan to Value Ratio") obtained by
            dividing the outstanding principal balance of the Loan by the Value
            of the Borrowing Base Properties, expressed as a percentage, shall
            not be greater than forty percent (40%). This covenant shall be
            tested at the end of each fiscal quarter of the Borrower. In testing
            compliance with this covenant the Value of the Borrowing Base
            Properties attributed to any one property may not exceed 15% of the
            aggregate Value of the Borrowing Base Properties for all properties.

      (b)   Ratio of Net Operating Income to Debt Service Charges. The Borrower
            will not permit the ratio of Net Operating Income to Debt Service
            Charges to be less than 2.5 to 1.0. This covenant shall be tested at
            the end of each fiscal quarter of the Borrower.

      (c)   Consolidated Indebtedness. The Borrower will not permit Consolidated
            Indebtedness to exceed 33% of the aggregate of (i) the Value of the
            Borrowing Base Properties plus (ii) the book value of all tangible
            assets of the Borrower (other than real estate and after eliminating
            any duplication). This covenant shall be tested at the end of each
            fiscal quarter of the Borrower.

      (d)   Unencumbered Liquidity. The Borrower shall maintain minimum
            unencumbered cash and other liquid investments in the form of the
            Investments described in Section 10.4 (a) through (d) and (f), and
            in the form of Operating Accounts and trust accounts in an amount of
            not less than of $10,000,000. This covenant shall be tested at the
            end of each fiscal quarter of the Borrower.

      (e)   Account Balances. The Borrower, any Wholly Owned Subsidiaries and
            affiliated companies, shall, at all times, maintain with the Agent
            minimum Operating Accounts checking account and savings account
            (exclusive of


                                      -34-
<PAGE>

            trust accounts) collected balances of $1,500,000.00. This covenant
            shall be tested at the end of each fiscal quarter of the Borrower.

      (f)   Net Worth. The Borrower shall, at the end of any fiscal year,
            maintain a minimum Tangible Net Worth of $190,000,000 plus
            seventy-five (75%) percent of any net proceeds from future offerings
            of stock or mergers including from the June 1, 2003 merger. This
            covenant shall be tested at the end of each fiscal quarter of the
            Borrower.

10.9 Other Negative Covenants. The Borrower will not:

      (a)   Seek the dissolution or winding up, in whole or in part, of the
            Borrower or voluntarily file, or consent to the filing of, a
            petition for bankruptcy, reorganization, assignment for the benefit
            of creditors or similar proceedings; and

      (b)   Commingle any of its accounts with accounts of any other Person,
            including, any Obligor, Subsidiary of the Borrower, or parent or
            affiliate of the Borrower.

11. EVENTS OF DEFAULT AND REMEDIES.

11.1 Events of Default. The occurrence of any one or more of the following
conditions or events shall constitute an "Event of Default":

      (a)   any failure by the Borrower to pay, within five (5) days of the due
            date, any interest on or principal of or other sum payable under the
            Notes; or

      (b)   any failure by the Borrower to pay as and when due and payable any
            other sums to be paid by the Borrower to the Agent or the Lenders
            under this Agreement and the continuance of such failure for a
            period of five (5) days after notice thereof from the Agent; or

      (c)   with the exception of a Permitted Lien, title to the Borrowing Base
            Properties is or becomes reasonably unsatisfactory to the Lenders by
            reason of any lien, charge, encumbrance, title condition or
            exception and such matter causing title to be or become
            unsatisfactory is not cured to Lenders' reasonable satisfaction or
            removed within twenty (20) days after notice thereof from the Agent
            to the Borrower; or

      (d)   the Borrowing Base Properties or any material part thereof is
            subject to a Taking; or

      (e)   any failure by the Borrower to duly observe or perform any term,
            covenant, condition or agreement contained in ss.9.3, ss.9.13,
            ss.10.1, ss.10.2, ss.10.4, ss.10.8 or ss.10.9 hereof; or


                                      -35-
<PAGE>

      (f)   any representation or warranty made or deemed to be made by or on
            behalf of the Borrower in this Agreement or in any of the other Loan
            Documents, or in any report, certificate, financial statement,
            document or other instrument delivered pursuant to or in connection
            with this Agreement, any Advance or any of the other Loan Documents,
            shall prove to have been false or incorrect in any material respect
            upon the date when made or deemed to be made or repeated; or

      (g)   any dissolution, termination, partial or complete liquidation,
            merger or consolidation of the Borrower, or any sale, transfer or
            other disposition of all or substantially all of the assets of the
            Borrower, other than as permitted under the terms of this Agreement;
            or

      (h)   any suit or proceeding shall be filed against the Borrower or any of
            the properties comprising the Borrowing Base Properties which is
            reasonably likely to result in a judgment which would have a
            materially adverse affect on the ability of the Borrower to perform
            their respective material obligations under and by virtue of the
            Loan Documents; or

      (i)   unless otherwise approved by Required Lenders in their reasonable
            discretion, George J. Carter, or a replacement officer approved by
            the Lenders, fails to retain control of the day to day management of
            the Borrower; or

      (j)   any failure by the Borrower to pay at maturity, or within any
            applicable period of grace, any material obligation for borrowed
            money or credit received, including, without limitation, any
            Obligations, or in respect of any capitalized material lease, or any
            failure to observe or perform any material term, covenant or
            agreement contained in any material agreement by which it is bound,
            evidencing or securing borrowed money or credit received, or in
            respect of any capitalized lease, for such period of time as would
            permit (assuming the giving of appropriate notice and the lapse of
            applicable grace periods if required) the holder or holders thereof
            or of any obligations issued thereunder to accelerate the maturity
            thereof; or

      (k)   Borrower shall file a voluntary petition in bankruptcy under Title
            11 of the United States Code, or an order for relief shall be issued
            against any such Person in any involuntary petition in bankruptcy
            under Title 11 of the United States Code, or any such Person shall
            file any petition or answer seeking or acquiescing in any
            reorganization, arrangement, composition, readjustment, liquidation,
            dissolution or similar relief for itself under any present or future
            federal, state or other law or regulation relating to bankruptcy,
            insolvency or other relief of debtors, or such Person shall seek or
            consent to or acquiesce in the appointment of any


                                      -36-
<PAGE>

            custodian, trustee, receiver, conservator or liquidator of such
            Person, or of all or any substantial part of its respective
            property, or such Person shall make an assignment for the benefit of
            creditors, or such Person shall give notice to any governmental
            authority or body of insolvency or pending insolvency or suspension
            of operation; or

      (l)   an involuntary petition in bankruptcy under Title 11 of the United
            States Code shall be filed against the Borrower and such petition
            shall not be dismissed within sixty (60) days of the filing thereof;
            or

      (m)   a court of competent jurisdiction shall enter any order, judgment or
            decree approving a petition filed against the Borrower seeking any
            reorganization, arrangement, composition, readjustment, liquidation
            or similar relief under any present or future federal, state or
            other law or regulation relating to bankruptcy, insolvency or other
            relief for debtors, or appointing any custodian, trustee, receiver,
            conservator or liquidator of all or any substantial part of its
            property; or

      (n)   any uninsured final judgment in excess of $2,000,000 shall be
            rendered against the Borrower and shall remain in force,
            undischarged, unsatisfied and unstayed, for more than thirty (30)
            days, whether or not consecutive; or

      (o)   any of the Loan Documents shall be canceled, terminated, revoked or
            rescinded otherwise than in accordance with the terms thereof or
            with the express prior approval of the Lenders, or any action at
            law, suit in equity or other legal proceeding to cancel, revoke or
            rescind any of the Loan Documents shall be commenced by or on behalf
            of the Borrower which is a Person thereto or any of their respective
            stockholders, partners or beneficiaries, or any court or any other
            governmental or regulatory authority or agency of competent
            jurisdiction shall make a determination that, or issue a judgment,
            order, decree or ruling to the effect that, any one or more of the
            Loan Documents is illegal, invalid or unenforceable in accordance
            with the terms thereof; or

      (p)   any Borrower or any Subsidiary thereof shall be indicted for a
            federal or state crime, a punishment for which could include the
            forfeiture of any of its assets; or

      (q)   any failure by the Borrower to duly observe or perform any other
            term, covenant, condition or agreement under this Agreement and
            continuance of such failure for a period of thirty (30) days after
            notice thereof from the Agent; or

      (r)   any failure by the Borrower to duly perform all of its obligations
            under any Hedging Obligations; or


                                      -37-
<PAGE>

      (s)   any "Event of Default", as defined or otherwise set forth in any of
            the other Loan Documents, shall occur.

11.2 Termination of Advances and Acceleration. Upon the occurrence of any
Default or Event of Default, Lenders and the Issuing Lender shall have the right
to suspend the making of any Advances or issuance of any L/C hereunder. Further,
if any one or more Events of Default shall occur and be continuing, the Agent
may by notice to the Borrower declare the Lenders' obligations to make Advances
hereunder to be terminated, whereupon the same shall terminate and the Lenders
shall be relieved of all obligations to make Advances to the Borrower, and/or
declare all unpaid principal of and accrued interest on the Notes, together with
all other amounts owing under the Loan Documents, to be immediately due and
payable, whereupon same shall become and be immediately due and payable,
anything in the Loan Documents to the contrary notwithstanding, without
presentment, protest, demand or other notice of any kind, all of which are
hereby expressly waived by the Borrower and, to the extent Lenders hold in an
account any unapplied proceeds from a Syndication Event, Agent or the Lenders
may immediately apply such funds in satisfaction of any unpaid principal of and
accruing interest on the Notes; provided that if any one or more of the Events
of Default specified in ss.11.1 (k), ss.11.1 (l), or ss.11.1 (m), above, shall
occur with respect to any Borrower, the Lenders' obligations to make Advances
hereunder automatically shall so terminate and all unpaid principal of and
accrued interest on the Notes, together with all other amounts owing under the
Loan Documents, automatically shall become and be immediately so due and
payable, without any declaration or other act on the part of the Agent or the
Lenders.

11.3 Other Remedies. If any one or more of the Events of Default shall have
occurred and continued beyond any applicable grace periods, and whether or not
the Lenders shall have terminated its obligations to make Advances or
accelerated the maturity of the Loan pursuant to ss.11.2, the Agent and the
Lenders may proceed to protect and enforce its rights and remedies under this
Agreement, the Note or any of the other Loan Documents, including, by
foreclosure, exercise of set-off or pledge rights and/or by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Agreement and the
other Loan Documents or any instrument pursuant to which the Obligations are
evidenced, including as permitted by applicable law the obtaining of the ex
parte appointment of a receiver, and, if any amount owed to the Agent or the
Lenders shall have become due, by declaration or otherwise, proceed to enforce
the payment thereof or any other legal or equitable right of the Agent or the
Lenders. No remedy conferred upon the Agent or the Lenders or the holder of the
Note in this Agreement or in any of the other Loan Documents is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or thereunder or now
or hereafter existing at law or in equity or by statute or any other provision
of law.


                                      -38-
<PAGE>

11.4 Distribution of Collateral Proceeds. In the event that, following the
occurrence and during the continuance of any Default or Event of Default, the
Agent receives any monies, such monies shall be distributed for application as
follows:

      (a)   First, to the payment of, or (as the case may be) the reimbursement
            of the Agent and the Lenders for or in respect of all reasonable
            costs, expenses, disbursements and losses which shall have been
            incurred or sustained by the Lender in connection with the
            collection of such monies by the Agent and the Lenders, for the
            exercise, protection or enforcement by the Agent of all or any of
            the rights, remedies, powers and privileges of the Agent and the
            Lenders under this Agreement or any of the other Loan Documents or
            in respect of the Collateral or in support of any provision of
            adequate indemnity to the Agent and the Lenders against any taxes or
            liens which by law shall have, or may have, priority over the rights
            of the Lenders to such monies;

      (b)   Second, to all other Obligations in such order or preference as the
            Agent may determine; provided, however, that the Agent may in its
            discretion make proper allowance to take into account any
            Obligations not then due and payable;

      (c)   Third, upon payment and satisfaction in full or other provisions for
            payment in full satisfactory to the Agent and the Lenders of all of
            the Obligations, to the payment of any obligations required to be
            paid pursuant to ss.9-615 of the Uniform Commercial Code of the
            Commonwealth of Massachusetts; and

      (d)   Fourth, the excess, if any, shall be returned to the Borrower or to
            such other Persons as are entitled thereto.

11.5 Power of Attorney. For the purposes of carrying out the provisions and
exercising the rights, remedies, powers and privileges granted by or referred to
in this Article, after the occurrence of an Event of Default and during the
continuation thereof the Borrower hereby irrevocably constitutes and appoints
the Agent its true and lawful attorney-in-fact, with full power of substitution,
to execute, acknowledge and deliver any instruments and do and perform any acts
which are referred to in this Article, in the name and on behalf of the
Borrower. The power vested in such attorney-in-fact is, and shall be deemed to
be, coupled with an interest and irrevocable.

11.6 Waivers. The Borrower hereby waives to the extent not prohibited by
applicable law and to the extent not expressly required hereunder (a) all
presentments, demands for performance, notices of nonperformance (except to the
extent required by the provisions hereof or of any of the other Loan Documents),
protests and notices of dishonor, (b) any requirement of diligence or promptness
on the Agent's or Lenders' part in the enforcement of its rights (but not
fulfillment of its obligations) under the provisions of this Agreement or any of
the other Loan Documents, and (c) any and all


                                      -39-
<PAGE>

notices of every kind and description which may be required to be given by any
statute or rule of law and any defense of any kind which the Borrower may now or
hereafter have with respect to its liability under this Agreement or under any
of the other Loan Documents.

12. SETOFF. After an Event of Default, Borrower hereby grants to Lenders a
direct and continuing lien, right of set off and security interest, as security
for the Obligations, whether now existing or hereafter arising, upon and against
all Operating Accounts (excluding all non-Borrower accounts or trust accounts)
deposits, credits, collateral and other property, now or hereafter in the
possession, custody, safekeeping or control of Lenders or any entity related to
or affiliated with Lenders or in transit to any of them. Regardless of the
adequacy of any other collateral, after the occurrence of an Event of Default
continuing beyond any applicable grace periods, any such deposits (general or
specific, time or demand, provisional or final, regardless of currency,
maturity, or the branch of the Lender where such deposits are held) credits,
collateral and property may be applied to or set off, without notice or
compliance with any other condition precedent (all of which is hereby waived)
against the payment of the Obligations and any and all other Obligations in such
manner and order as Lenders in its sole discretion may determine subject to
ss.11.4.

13. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of producing
and reproducing this Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) any taxes (including any
interest and penalties in respect thereto) payable by the Lenders (other than
taxes based upon the Lenders' net income), including any taxes payable on or
with respect to the transactions contemplated by this Agreement, including any
taxes payable by the Lenders after the Closing Date (the Borrower hereby
agreeing to indemnify the Lenders with respect thereto), (c) all title insurance
premiums, and the reasonable fees, expenses and disbursements of the Agent's
counsel or any local counsel to the Agent incurred in connection with the
preparation, administration or interpretation of the Loan and the Loan Documents
and other instruments mentioned herein, the making of each Advance hereunder,
and amendments, modifications, approvals, consents or waivers hereto or
hereunder, (d) the reasonable fees, expenses and disbursements of the Agent
incurred in connection with the preparation, administration or interpretation of
the Loan and the Loan Documents and other instruments mentioned herein, and the
making of each Advance hereunder (including all reasonable Appraisal fees, and
surveyor fees subject to the terms of ss.9.5 hereof), (e) all reasonable
out-of-pocket expenses (including reasonable attorneys' fees and costs) and the
reasonable fees and costs of consultants, accountants, auctioneers, receivers,
brokers, property managers, appraisers, investment bankers or other experts
retained by the Agent or the Lenders in connection with (i) the enforcement of
or preservation of rights under any of the Loan Documents against the Borrower
or any Obligor or the administration thereof after the occurrence and during the
continuation of a Default or Event of Default and (ii) any litigation,
proceeding or dispute arising hereunder or otherwise, in any way related to the
Lenders' relationship with the Borrower, (f) all reasonable fees, expenses and
disbursements of the Agent and the Lenders incurred in connection with UCC
searches, UCC filings, title rundowns,


                                      -40-
<PAGE>

title searches or mortgage recordings in accordance with the terms hereof; and
(g) all reasonable costs associated with annual inspections, or at any time
after the occurrence and continuation of an Event of Default, all reasonable
expenses incurred by Lenders for site visits for real property located outside
of the Commonwealth of Massachusetts which expenses shall not exceed $10,000.00
per year. The covenants of this Section shall survive payment or satisfaction of
payment of all amounts owing with respect to the Notes.

14. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless the
Agent and the Lenders from and against any and all claims, actions and suits,
whether groundless or otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character arising out of this
Agreement or any of the other Loan Documents or the transactions contemplated
hereby and thereby including, without limitation, (a) any brokerage, leasing,
finders or similar fees, (b) any disbursement of the proceeds of any of the
Advances, (c) any condition of the properties comprising the Borrowing Base
Properties whether related to the quality of construction or otherwise, (d) any
actual or proposed use by the Borrower of the proceeds of any of the Advances,
(e) any actual or alleged violation of any Requirements or Project Approvals,
(f) any action taken by Lender to enforce its rights and remedies under the Loan
Documents, including the rights and remedies set forth in ss.11 hereof, or (g)
the Borrower entering into or performing this Agreement or any of the other Loan
Documents, in each case including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding. In litigation, or the preparation therefor, the
Lenders shall be entitled to select its own counsel and, in addition to the
foregoing indemnity, the Borrower agrees to pay within thirty (30) days the
reasonable fees and expenses of such counsel. The obligations of the Borrower
under this Section shall survive the repayment of the Loan and shall continue in
full force and effect so long as the possibility of such claim, action or suit
exists. If, and to the extent that the obligations of the Borrower under this
Section are unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment in satisfaction of such obligations which is
permissible under applicable law.

15. LIABILITY OF THE AGENT AND THE LENDERS. The liability of the Agent and the
Lenders to the Borrower for any breach of the terms of this Agreement by the
Agent and the Lenders shall not exceed a sum equal to the amount which the
Lenders shall be determined to have failed to advance in consequence of a breach
by the Lenders of its obligations under this Agreement, together with interest
thereon at the rate payable by the Borrower under the terms of the Notes for
Advances which the Borrower is to receive hereunder, computed from the date when
the Advance should have been made by the Lenders to the date when the Advance
is, in fact, made by the Lenders, and, upon the making of any such payment by
the Lenders to the Borrower, the same shall be treated as an Advance under this
Agreement, in the same fashion as any other Advance under the terms of this
Agreement. In no event shall the Lenders be liable to the Borrower, or anyone
claiming by, under or through the Borrower, for any special, exemplary, punitive
or consequential damages, whatever the nature of the breach of the terms of this


                                      -41-
<PAGE>

Agreement by the Agent or the Lenders, such damages and claims therefor being
expressly WAIVED by the Borrower.

      Notwithstanding the foregoing, Borrower agrees that no action shall be
commenced by Borrower for any claim of any kind against the Agent or the Lenders
under or in connection with this Agreement unless written notice specifically
setting forth the claim of Borrower shall have been given to the Agent within
ninety (90) days after the occurrence of the event which Borrower alleges gives
rise to such claims, and failure to give such notice shall constitute a WAIVER
of any such claim.

16. RIGHTS OF THIRD PARTIES. All conditions to the performance of the
obligations of the Lenders under this Agreement, including the obligation to
make Advances, are imposed solely and exclusively for the benefit of the Lenders
and no other Person shall have standing to require satisfaction of such
conditions in accordance with their terms or be entitled to assume that the
Lenders will refuse to make Advances in the absence of strict compliance with
any or all thereof and no other Person shall, under any circumstances, be deemed
to be a beneficiary of such conditions, any and all of which may be freely
waived in whole or in part by the Lender at any time if in its sole discretion
it deems it desirable to do so.

17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements, representations and
warranties made herein, in the Notes, in any of the other Loan Documents or in
any documents or other papers delivered by or on behalf of the Borrower pursuant
hereto and thereto shall be deemed to have been relied upon by the Lenders,
notwithstanding any investigation heretofore or hereafter made by it, and shall
survive the making by the Lenders of the Advances, as herein contemplated, and
shall continue in full force and effect either (i) so long as any amount due
under this Agreement or the Note or any of the other Loan Documents remains
outstanding or the Lenders have any obligation to make any Advances or (ii) for
such longer period as may be provided for herein or in any other Loan Document.
All statements contained in any certificate or other paper delivered to the
Agent or the Lenders at any time by or on behalf of any Person or any Subsidiary
thereof pursuant hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by such Person.

18. THE AGENT AND THE LENDERS

      18.1 Appointment of Agent. Each Lender hereby irrevocably designates and
appoints Citizens Bank of Massachusetts as Agent of such Lender to act as
specified herein and in the other Loan Documents, and each such Lender hereby
irrevocably authorizes the Agent to take such actions, exercise such powers and
perform such duties as are expressly delegated to or conferred upon the Agent by
the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto. The Agent agrees to act as
such upon the express conditions contained in this Article 18. The Agent shall
not have any duties or responsibilities except those expressly set forth herein
or in the other Loan Documents, nor shall it have any fiduciary


                                      -42-
<PAGE>

relationship with any Lender, and no implied covenants, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or
otherwise exist against the Agent. Except as specifically provided herein, the
provisions of this Article 18 are solely for the benefit of the Agent and the
Lenders, and the Borrower shall not have any rights as a third party beneficiary
of any of the provisions hereof.

      18.2 Administration of Loan by Agent. The Agent shall be responsible for
administering the Loan on a day-to-day basis. In the exercise of such
administrative duties, the Agent shall use the same diligence and standard of
care that is customarily used by the Agent with respect to similar loans held by
the Agent solely for its own account.

      Each Lender delegates to the Agent the full right and authority on its
behalf to take the following specific actions in connection with its
administration of the Loan:

            (i) to fund the Loan in accordance with the provisions of the Loan
      Documents, but only to the extent of immediately available funds provided
      to the Agent by the respective Lenders for such purpose;

            (ii) to receive all payments of principal, interest, fees and other
      charges paid by, or on behalf of, the Borrower and, except for fees to
      which the Agent is entitled pursuant to the Loan Documents or otherwise,
      to distribute all such funds to the respective Lenders as provided for
      hereunder;

            (iii) to keep and maintain complete and accurate files and records
      of all material matters pertaining to the Loan, and make such files and
      records available for inspection and copying by each Lender and its
      respective employees and agents during normal business hours upon
      reasonable prior notice to the Agent; and

            (iv) to do or omit doing all such other actions as may be reasonably
      necessary or incident to the implementation, administration and servicing
      of the Loan and the rights and duties delegated hereinabove.

      18.3 Delegation of Duties. The Agent may execute any of its duties under
this Loan Agreement or any other Loan Document by or through its agent or
attorneys-in-fact, and shall be entitled to the advice of counsel concerning all
matters pertaining to its rights and duties hereunder or under the Loan
Documents. The Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.

      18.4 Exculpatory Provisions. Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be liable to
the Lenders for any action lawfully taken or omitted to be taken by it or them
under or in connection with this Agreement or the other Loan Documents, except
for its or their gross negligence or willful misconduct. Neither the Agent nor
any of its officers, directors, employees,


                                      -43-
<PAGE>

agents, attorneys-in-fact or affiliates shall be responsible for or have any
duty to ascertain, inquire into, or verify (i) any recital, statement,
representation or warranty made by the Borrower or any of its officers or agents
contained in this Agreement or the other Loan Documents or in any certificate or
other document delivered in connection therewith; (ii) the performance or
observance of any of the covenants or agreements contained in, or the conditions
of, this Agreement or the other Loan Documents; (iii) the state or condition of
any properties of the Borrower or any other obligor hereunder constituting
collateral for the Obligations of the Borrower hereunder, or any information
contained in the books or records of the Borrower; (iv) the validity,
enforceability, collectibility, effectiveness or genuineness of this Loan
Agreement or any other Loan Document or any other certificate, document or
instrument furnished in connection therewith; or (v) the validity, priority or
perfection of any lien securing or purporting to secure the Obligations or the
value or sufficiency of any collateral.

      18.5 Reliance by Agent. The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any notice, consent, certificate, affidavit, or
other document or writing believed by it to be genuine and correct and to have
been signed, sent or made by the proper person or persons, and upon the advice
and statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the Agent. The
Agent shall be fully justified (as to the Lenders) in failing or refusing to
take any action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or its shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of the taking or failing to take any such action. The Agent shall in all cases
be fully protected from the Lenders in acting, or in refraining from acting,
under this Agreement and the other Loan Documents in accordance with any written
request of the Required Lenders, and each such request of the Required Lenders,
and any action taken or failure to act by the Agent pursuant thereto, shall be
binding upon all of the Lenders; provided, however, that the Agent shall not be
required in any event to act, or to refrain from acting, in any manner which is
contrary to the Loan Documents or to applicable law.

      18.6 Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default unless the Agent has actual
knowledge of the same or has received notice from a Lender or the Borrower
referring to this Agreement, describing such Event of Default and stating that
such notice is a "notice of default". In the event that the Agent obtains such
actual knowledge or receives such a notice, the Agent shall give prompt notice
thereof to each of the Lenders. The Agent shall take such action with respect to
such Event of Default as shall be reasonably directed by the Required Lender
unless and until the Agent shall have received such direction, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to any such Event of Default as it shall deem advisable in
the best interest of the Lenders, provided, however, that the Agent shall not
accelerate the indebtedness under this Loan Agreement without the prior written
consent of the Required Lenders.


                                      -44-
<PAGE>

      18.7 Lenders' Credit Decisions. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender, and based
on the financial statements prepared by the Borrower and such other documents
and information as it has deemed appropriate, made its own credit analysis and
investigation into the business, assets, operations, property, and financial and
other condition of the Borrower and has made its own decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in determining whether or not
conditions precedent to closing any Loan hereunder have been satisfied and in
taking or not taking any action under this Agreement and the other Loan
Documents. Each Lender expressly acknowledges that is has relied upon its own
legal counsel in its consideration of its decision to enter into the Agreement
and the other Loan Documents and will so rely in regard to the implementation of
the transaction contemplated hereby and thereby and that it does not have any
lawyer-client relationship with Agent's counsel or counsels or any other Lenders
with respect thereto.

      18.8 Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent, ratably in proportion to their respective
Commitments, for (i) any amounts not reimbursed by the Borrower for which the
Agent is entitled to reimbursement by the Borrower under this Agreement or the
other Loan Documents, (ii) any other expenses incurred by the Agent on behalf of
the Lenders in connection with the preparation, execution, delivery,
administration, amendment, waiver and/or enforcement of this Agreement and the
other Loan Documents, and (iii) any liabilities, obligations, losses, damages,
penalties, action, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or the
other Loan Documents or any other document delivered in connection therewith or
any transaction contemplated thereby, or the enforcement of any of the terms
hereof or thereof, provided that no Lender shall be liable for any of the
foregoing to the extent that they arise from the gross negligence or willful
misconduct of the Agent. If any indemnity furnished to the Agent for any purpose
shall, in the opinion of the Agent, be insufficient or become impaired, the
Agent may call for additional indemnity and cease, or not commence, to do the
action indemnified against until such additional indemnity is furnished.

      18.9 Agent in its Individual Capacity. With respect to its Commitment as a
Lender, and the Loans made by it and the Note issued to it, the Agent shall have
the same rights and powers hereunder and any other Loan Document as any Lender
and may exercise the same as thought it were not the Agent, and the term
"Lender" or "Lenders" shall, unless the context otherwise indicates, include the
Agent in its individual capacity. The Agent and its subsidiaries and affiliates
may accept deposits from, lend money to, and generally engage in any kind of
commercial or investment banking, trust, advisory or other business with the
Borrower or any subsidiary or affiliate of the Borrower as if it were not the
Agent hereunder.


                                      -45-
<PAGE>

      18.10 Successor Agent. The Agent may resign at any time by giving thirty
(30) days' prior written notice to the Lenders and Borrower. The Required
Lenders, for good cause, may remove Agent at any time by giving thirty (30)
days' prior written notice to the Agent, the Borrower and the other Lenders.
Upon any such resignation or removal, the Required Lenders shall have the right
to appoint a successor Agent. If no successor Agent shall have been so appointed
by the Required Lenders and accepted such appoint within thirty (30) days after
the retiring Agent's giving notice of resignation or the Required Lenders'
giving notice of removal, as the case may be, then the retiring Agent may
appoint, on behalf of the Borrower and the Lenders, a successor Agent. Each such
successor Agent shall be a financial institution which meets the requirements of
an Eligible Assignee. Unless an Event of Default shall have occurred and be
continuing, any successor Agent shall be reasonably acceptable to the Borrower.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents. After any retiring Agent's resignation hereunder, the
provisions of this Article 18 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent hereunder.

      18.11 Duties in the Case of Enforcement. In the case one or more Events of
Default have occurred and shall be continuing, and whether or not acceleration
of the Obligations shall have occurred, the Agent shall, at the request, or may,
upon the consent, of the Required Lenders, and provided that the Lenders have
given to the Agent such additional indemnities and assurances against expenses
and liabilities as the Agent may reasonably request, proceed to enforce the
provisions of this Loan Agreement and the other Loan Documents respecting the
foreclosure of mortgages, the sale or other disposition of all or any part of
the Collateral and the exercise of any other legal or equitable rights or
remedies as it may have hereunder or under any other Loan Document or otherwise
by virtue of applicable law, or to refrain from so acting if similarly requested
by the Required Lenders. The Agent shall be fully protected as to the Lenders in
so acting or refraining from acting upon the instruction of the Required
Lenders, and such instruction shall be binding upon all the Lenders. The
Required Lenders may direct the Agent in writing as to the method and the extent
of any such foreclosure, sale or other disposition or the exercise of any other
right or remedy, the Lenders hereby agree to indemnify and hold the Agent
harmless from all costs and liabilities incurred in respect of all actions taken
or omitted in accordance with such direction, provided that the Agent need not
comply with any such direction to the extent that the Agent reasonably believes
the Agent's compliance with such direction to be unlawful or commercially
unreasonable in any applicable jurisdiction. The Agent may, in its discretion
but without obligation, in the absence of direction from the Required Lenders,
take such interim actions as it believes necessary to preserve the rights of the
Lenders hereunder and in and to any Collateral securing the Obligations ,
including but not limited to petitioning a court for injunctive relief,
appointment of a receiver or preservation of the proceeds of any Collateral.
Each of the Lenders acknowledges and agrees that no individual Lender may


                                      -46-
<PAGE>

separately enforce or exercise any of the provisions of any of the Loan
Documents, including without limitation the Notes, other than through the Agent.

      18.12 Respecting Loans and Payments.

            18.12.1 Procedures for Loans. Agent shall give written notice to
      each Lender of each request for a conversion of an existing Loan from a
      Variable Rate Advance to a Libor Advance, by facsimile transmission, hand
      delivery or overnight courier, not later than 11:00 a.m. (Boston time) (i)
      two (2) Business Days prior to any Libor Advance or conversion to a Libor
      Advance, or (ii) one (1) Business Day prior to any Variable Rate Advance.
      Each such notice shall be accompanied by a written summary of the request
      for a Loan and shall specify (a) the date of the requested Loan, (b) the
      aggregate amount of the requested Loan, (c) each Lender's pro rata share
      of the requested Loan, and (d) the applicable interest rate selected by
      Borrower with respect to such Loan, or any portion thereof, together with
      the applicable Interest Period, if any, selected, or deemed selected, by
      Borrower. Each Lender shall, before 11:00 a.m. (Boston time) on the date
      set forth in any such request for a Loan, make available to Agent, at an
      account to be designated by Agent at Citizens Bank of Massachusetts in
      Boston, Massachusetts, in same day funds, each Lender's ratable portion of
      the requested Loan. After Agent's receipt of such funds and upon Agent's
      determination that the applicable conditions to making the requested Loan
      have been fulfilled, Agent shall make such funds available to Borrower as
      provided for in this Loan Agreement. Promptly after receipt by Agent of
      written request from any Lender, Agent shall deliver to the requesting
      Lender a copy of the Borrower's request for Loans and the accompanying
      certifications and such other instruments, documents, certifications and
      approvals delivered by or on behalf of Borrower to Agent in support of the
      requested Loan.

            18.12.2 Nature of Obligations of Lenders. The obligations of the
      Lenders hereunder are several and not joint. Failure of any Lender to
      fulfill its obligations hereunder shall not result in any other Lender
      becoming obligated to advance more than its Commitment Percentage of the
      Loan, nor shall such failure release or diminish the obligations of any
      other Lender to fund its Commitment Percentage provided herein.

            18.12.3 Payments to Agent. All payments of principal of and interest
      on the Loans or the Notes shall be made to the Agent by the Borrower or
      any other obligor or guarantor for the account of the Lenders in
      immediately available funds as provided in the Notes and this Agreement.
      The Agent agrees promptly to distribute to each Lender, on the same
      Business Day upon which each such payment is made if possible, such
      Lender's proportionate share of each such payment in immediately available
      funds, except as otherwise expressly provided herein. The Agent shall upon
      each distribution promptly notify Borrower of such distribution and each
      Lender of the amounts distributed to it applicable to principal of, and
      interest on, the proportionate share held by the applicable


                                      -47-
<PAGE>

      Lender. Each payment to the Agent under the first sentence of this Section
      18.12.3 shall constitute a payment by the Borrower to each Lender in the
      amount of such Lender's proportionate share of such payment, and any such
      payment to the Agent shall not be considered outstanding for any purpose
      after the date of such payment by the Borrower to the Agent without regard
      to whether or when the Agent makes distribution thereof as provided above.
      If any payment received by the Agent from the Borrower is insufficient to
      pay both all accrued interest and all principal then due and owing, the
      Agent shall first apply such payment to all outstanding interest until
      paid in full and shall then apply the remainder of such payment to all
      principal then due and owing, and shall distribute the payment to each
      Lender accordingly.

            18.12.4 Distribution of Liquidation Proceeds. Subject to the terms
      and conditions hereof, the Agent shall distribute all Liquidation Proceeds
      in the order and manner set forth below:

      First:      To the Agent, towards any fees and any expenses for
                  which the Agent is entitled to reimbursement under this
                  Agreement or the other Loan Documents not theretofore
                  paid to the Agent.

      Second:     To all applicable Lenders in accordance with their
                  proportional share based upon their respective
                  Commitment Percentages until all Lenders have been
                  reimbursed for all expenses which such Lenders have
                  previously paid to the Agent and not theretofore paid to
                  such Lenders.

      Third:      To all applicable Lenders based upon their respective
                  Commitment Percentages until all Lenders have been paid
                  in full any Individual Lender Litigation Expenses.

      Fourth:     To all Lenders in accordance with their proportional
                  share based upon their respective Commitment Percentages
                  until all Lenders have been paid in full all principal
                  and interest due to such Lenders under the Loan, with
                  each Lender applying such proceeds for purposes of this
                  Agreement first against the outstanding principal
                  balance due to such Lender under the Loan and then to
                  accrued and unpaid interest due under the Loan.

      Fifth:      To all applicable Lenders in accordance with their
                  proportional share based upon their respective
                  Commitment Percentages until all Lenders have been paid
                  in full all other amounts due to such Lenders under the
                  Loan including, without limitation, any costs and
                  expenses incurred directly by such Lenders to the extent
                  such costs and expenses are reimbursable to such Lenders
                  by the Borrower under the Loan Documents.


                                      -48-
<PAGE>

      Sixth:      To the Borrower or such third parties as may be entitled
                  to claim Liquidation Proceeds.

            18.12.5 Adjustments. If, after Agent has paid each Lender's
      proportionate share of any payment received or applied by Agent in respect
      of the Loan, that payment is rescinded or must otherwise be returned or
      paid over by Agent, whether pursuant to any bankruptcy or insolvency law,
      sharing of payments clause of any loan agreement or otherwise, such Lender
      shall, at Agent's request, promptly return its proportionate share of such
      payment or application to Agent, together with the Lender's proportionate
      share of any interest or other amount required to be paid by Agent with
      respect to such payment or application.

            18.12.6 Setoff. If any Lender (including the Agent), acting in its
      individual capacity, shall exercise any right of setoff against a deposit
      balance or other account of the Borrower held by such Lender on account of
      the obligations of the Borrower under this Agreement, such lender shall
      remit to the Agent all such sums received pursuant to the exercise of such
      right of setoff, and the Agent shall apply all such sums for the benefit
      of all of the Lenders hereunder in accordance with the terms of this
      Agreement.

            18.12.7 Distribution by Agent. If in the opinion of the Agent
      distribution of any amount received by it in such capacity hereunder or
      under the Notes or under any of the other Loan Documents might involve any
      liability, it may refrain from making distribution until its right to make
      distribution shall have been adjudicated by a court of competent
      jurisdiction or has been resolved by the mutual consent of all Lenders. In
      addition, the Agent may request full and complete indemnity, in form and
      substance satisfactory to it, prior to making any such distribution. If a
      court of competent jurisdiction shall adjudge that any amount received and
      distributed by the Agent is to be repaid, each person to whom any such
      distribution shall have been made shall either repay to the Agent its
      proportionate share of the amount so adjudged to be repaid or shall pay
      over to the same in such manner and to such persons as shall be determined
      by such court.

            18.12.8 Actions by Agent. The Required Lenders may direct the Agent
      in writing as to the method and the extent of any sale of the Collateral
      or other disposition and shall indemnify and hold the Agent harmless from
      all liabilities incurred in respect to all actions taken or omitted in
      accordance with such directions provided that Agent need not comply with
      any such directions to the extent Agent reasonably believes the Agent's
      compliance with such directions would constitute a violation of the
      obligations undertaken by the Agent and/or Lenders under the Loan
      Documents, or will constitute a violation of any statute, ordinance or
      regulation applicable to the Agent.


                                      -49-
<PAGE>

      18.13 Delinquent Lender. If for any reason any Lender shall fail or refuse
to abide by its obligations under the Agreement, including without limitation
its obligation to make available to Agent its pro rata share of any Loan,
expenses or setoff (a "Delinquent Lender") and such failure is not cured within
ten (10) days of receipt from the Agent of written notice thereof, then, in
addition to the rights and remedies that may be available to Agent, other
Lenders, the Borrower or any other party at law or in equity, and not at
limitation thereof, (i) such Delinquent Lender's right to participate in the
administration of, or decision-making rights related to, the Loans, this
Agreement or the other Loan Documents shall be suspended during the pendency of
such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on account of
the outstanding Loans, interest, fees or otherwise, to the remaining
non-delinquent Lenders for application to, and reduction of, their proportionate
shares of the outstanding Loans until, as a result of application of such
assigned payments the Lenders' respective pro rata shares of all the outstanding
Loans shall have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such
delinquency. The Delinquent Lender's decision-making and participation rights to
payments as set forth in clauses (i) and (ii) hereinabove shall be restored only
upon the payment by the Delinquent Lender of its pro rata share of any Loans or
expenses as to which it is delinquent, together with interest thereon at the
Default Rate from the date when originally due until the date upon which any
such amounts are actually paid.

      The non-delinquent Lenders shall also have the right, but not the
obligation, in their respective, sole and absolute discretion, to acquire for no
cash consideration (pro rata, based on the respective Commitments of those
Lenders electing to exercise such right) the Delinquent Lender's Commitment to
fund future Loans (the "Future Commitment"). Upon any such purchase of the pro
rata share of any Delinquent Lender's Future Commitment, the Delinquent Lender's
share in future Loans and its rights under the Loan Documents with respect
thereto shall terminate on the date of purchase, and the Delinquent Lender shall
promptly execute all documents reasonably requested to surrender and transfer
such interest, including, if so requested, an Assignment and Acceptance. Each
Delinquent Lender shall indemnify Agent and each non-delinquent Lender from and
against any and all loss, damage or expenses, including but not limited to
reasonable attorneys' fees and funds advanced by Agent or by any non-delinquent
Lender, on account of an Delinquent Lender's failure to timely fund its pro rata
share of a Loan or to otherwise perform its obligations under the Loan
Documents.

      18.14 Holders. The Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until a written notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been
filed with the Agent. Any request, authority or consent of any person or entity
who, at the time of making such request or giving such authority or consent, is
the holder of any Note shall be conclusive and binding on any subsequent holder,
transferee or endorsee, as the case may be, of such Note or of any Note or Notes
issued in exchange therefor.


                                      -50-
<PAGE>

      18.15 Assignment and Participation.

            18.15.1 Conditions to Assignment by Lenders. Except as provided
      herein, each Lender may assign to one or more Eligible Assignees (or one
      or more banks or other financial institutions while an Event of Default
      exists) all or a portion of its interests, rights and obligations under
      this Agreement (including all or a portion of its Commitment Percentage
      and Commitment and the same portion of the Loans at the time owing to it
      and the Notes held by it), upon satisfaction of the following conditions:
      (a) each of the Agent and the Borrower shall have given its prior written
      consent to such assignment (provided that, in the case of the Borrower,
      such consent will not be unreasonably withheld and shall not be required
      if a Default or Event of Default shall have occurred and be continuing or
      if an assignment is to an Eligible Assignee), (b) each such assignment
      shall be of a constant, and not a varying, percentage of all the assigning
      Lender's rights and obligations under this Agreement, (c) prior to the
      occurrence of an Event of Default and while same is continuing each
      assignment shall be in an amount that is at least Five Million Dollars
      ($5,000,000.00) and is a whole multiple of One Million Dollars
      ($1,000,000.00), (d) the parties of such assignment shall execute and
      deliver to the Agent, for recording in the Register (as hereinafter
      defined), an Assignment and Acceptance, substantially in the form of
      Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes
      subject to such assignment. Upon such execution, delivery, acceptance and
      recording, from and after the effective date specified in each Assignment
      and Acceptance, which effective date shall be at least five (5) Business
      Days after the execution thereof, (x) the assignee thereunder shall be a
      party hereto and, to the extent provided in such Assignment and
      Acceptance, have the rights and obligations of a Lender hereunder, and (y)
      the assigning Lender shall, to the extent provided in such assignment and
      upon payment to the Agent of the registration fee referred to in Section
      18.15.3, be released from its obligations under this Agreement.

            18.15.2 Certain Representations and Warranties, Limitations,
      Covenants. By executing and delivering an Assignment and Acceptance, the
      parties to the assignment thereunder confirm to and agree with each other
      and the other parties hereto as follows:

                  (i) other than the representation and warranty that it is the
            legal and beneficial owner of the interest being assigned thereby
            free and clear of any adverse claim, the assigning Lender makes no
            representation or warranty, express or implied, and assumes no
            responsibility with respect to any statements, warranties or
            representations made in or in connection with this Agreement or the
            execution, legality, validity, enforceability, genuineness,
            sufficiency or value of this Agreement, the other Loan Documents or
            any other instrument or document furnished pursuant hereto or the
            attachment, perfection or priority of any security interest or
            mortgage;


                                      -51-
<PAGE>

                  (ii) the assigning Lender makes no representation or warranty
            and assumes no responsibility with respect to the financial
            condition of the Borrower and its affiliates, related entities or
            subsidiaries or any other person primarily or secondarily liable in
            respect of any of the Obligations, or the performance or observance
            by the Borrower or any other person primarily or secondarily liable
            in respect of any of the Obligations or any of their obligations
            under this Agreement or any of the other Loan Documents or any other
            instrument or document furnished pursuant hereto or thereto;

                  (iii) such assignee confirms that it has received a copy of
            this Agreement, together with copies of the most recent financial
            statement provided by the Borrower as required by the terms of this
            Agreement, together with such other documents and information as it
            has deemed appropriate to make its own credit analysis and decision
            to enter into such Assignment and Acceptance;

                  (iv) such assignee will, independently and without reliance
            upon the assigning Lender, the Agent or any other Lender and based
            on such documents and information as it shall deem appropriate at
            the time, continue to make its own credit decisions in taking or not
            taking action under this Agreement;

                  (v) such assignee represents and warrants that it is an
            Eligible Assignee if required hereunder;

                  (vi) such assignee appoints and authorizes the Agent to take
            such action as agent on its behalf and to exercise such powers under
            this Agreement and the other Loan Documents as are delegated to the
            Agent by the terms hereof or thereof, together with such powers as
            are reasonably incidental thereto;

                  (vii) such assignee agrees that it will perform in accordance
            with their terms all of the obligations that by the terms of this
            Agreement are required to be performed by it as a Lender; and

                  (viii) such assignee represents and warrants that it is
            legally authorized to enter into such Assignment and Acceptance.

      18.15.3 Register. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register or similar list (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitment
Percentage of, and principal amount of the Loans owing to the Lenders from time
to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Agent and the Lenders may treat each
person whose


                                      -52-
<PAGE>

name is recorded in the Register as a Lender hereunder available for inspection
by the Borrower and the Lenders at any reasonable time and from time to time
upon reasonable prior notice. Upon each such recordation, the assigning Lender
agrees to pay to the Agent a registration fee in the sum of Three Thousand Five
Hundred Dollars ($3,500.00).

            18.15.4 New Notes. Upon its receipt of an Assignment and Acceptance
      executed by the parties to such assignment, together with each Note
      subject to such assignment, the Agent shall (a) record the information
      contained therein in the Register, and (b) give prompt notice thereof to
      the Borrower and the Lenders (other than the assigning Lender). Within
      five (5) Business Days after receipt of such notice, the Borrower, at its
      own expense, shall execute and deliver to the Agent, in exchange for each
      surrendered Note, a new Note to the order of such Eligible Assignee
      pursuant to such Assignment and Acceptance and, if the assigning Lender
      has retained some portion of its obligations hereunder, a new Note to the
      order of the assigning Lender in an amount equal to the amount retained by
      it hereunder. Such new Notes shall provide that they are replacements for
      the surrendered Notes, shall be in an aggregate principal amount equal to
      the aggregate principal amount of the surrendered Notes, shall be dated
      the effective date of such Assignment and Acceptance and shall otherwise
      be substantially in the form of the assigned Notes. The surrendered Notes
      shall be canceled and returned to the Borrower.

            18.15.5 Participations. Each Lender may sell participations to one
      or more banks or other financial institutions in all or a portion of such
      Lender's rights and obligations under this Agreement and the other Loan
      Documents; provided that (a) each such Participation shall be in a minimum
      amount of Five Million Dollars ($5,000,000.00), (b) as long as no Event of
      Default exists each participant shall meet the requirements of an Eligible
      Assignee, (c) any such sale or participation shall not affect the rights
      and duties of the selling Lender hereunder to the Borrower, and (d) the
      only rights granted to the participant pursuant to such participation
      arrangements with respect to waivers, amendments or modifications of the
      Loan Documents shall be the rights to approve waivers, amendments or
      modifications that would reduce the principal of or the interest rate on
      any Loans, extend the term or increase the amount of the Commitment of
      such Lender as it relates to such participant, reduce the amount of any
      commitment fees to which such participant is entitled or extend any
      regularly scheduled payment date for principal or interest.

      18.16 Disclosure. The Borrower agrees that in addition to disclosures made
in accordance with standard and customary banking practices any Lender may
disclose information obtained by such Lender pursuant to this Agreement to
assignees or participants and potential assignees or participants hereunder;
provided that such assignees or participants or potential assignees or
participants shall agree (a) to treat in confidence such information unless such
information otherwise becomes public knowledge, (b) not to disclose such
information to a third party except as required by law


                                      -53-
<PAGE>

or legal process and (c) not to make use of such information for purposes of
transactions unrelated to such contemplated assignment or participation.

      18.17 Miscellaneous Assignment Provisions. Any assigning Lender shall
retain its rights to be indemnified pursuant to Section 14 with respect to any
claims or actions arising prior to the date of such assignment. If any assignee
Lender is not incorporated under the laws of the United States of America or any
state thereof, it shall prior to the date on which any interest or fees
are-payable hereunder or under any of the other Loan Documents for its account,
deliver to the Borrower and the Agent certification as to its exemption from
deduction or withholding of any United States federal income taxes. Anything
contained in this Section 18.17 to the contrary notwithstanding, any Lender may
at any time pledge all or any portion of its interest and rights under this
Agreement (including all or any portion of its Notes to any of the twelve
Federal Reserve Banks organized under ss.4 of the Federal Reserve Act, 12
U.S.C. ss.341). No such pledge or the enforcement thereof shall release the
pledgor Lender from its obligations hereunder or under any of the other Loan
Documents.

      18.18 Administrative Matters.

            18.18.1 Amendment, Waiver, Consent, Etc. No term or provision of
      this Agreement or any other Loan Document may be changed, waived,
      discharged or terminated, nor may any consent required or permitted by
      this Agreement or any other Loan Document be given, unless such change,
      waiver, discharge, termination or consent receives the written approval of
      the Required Lenders.

      Notwithstanding the foregoing, the unanimous written approval of all the
Lenders (other than a Delinquent Lender) shall be required with respect to any
proposed amendment, waiver, discharge, termination, or consent which:

                  (i) has the effect of (a) extending the final scheduled
            maturity or the date of any amortization payment of any Loan or
            Note, (b) reducing the rate or extending the time of payment of
            interest or fees thereon, (c) increasing or reducing the principal
            amount thereof, or (d) otherwise postponing or forgiving any
            indebtedness thereunder,

                  (ii) amends, modifies or waives any provisions of this
            paragraph.

                  (iii) changes the percentage specified in the definition of
            Required Lenders,

                  (iv) except as otherwise provided in this Agreement, change
            the amount of any Lender's Commitment or Commitment Percentage, or

                  (v) releases or waives any guaranty of the Obligations or
            indemnifications provided in the Loan Documents;


                                      -54-
<PAGE>

and provided, further, that without the consent of the Agent, no such action
shall amend, modify or waive any provision of this Article 18.18 or any other
provisions of any Loan Document which relates to the rights or obligations of
the Agent.

      18.19 Deemed Consent or Approval. With respect to any requested amendment,
waiver, consent or other action which requires the approval of the Required
Lenders or all of the Lenders, as the case may be in accordance with the terms
of this Agreement, or if the Agent is required hereunder to seek or desires to
seek, the approval of the Required Lenders or all of the Lenders, as the case
may be, prior to undertaking a particular action or course of conduct, the Agent
in each such case shall provide each Lender with written notice of any such
request for amendment, waiver or consent or any other requested or proposed
action or course of conduct, accompanied by such detailed background information
and explanations as may be reasonably necessary to determine whether to approve
or disapprove such amendment, waiver, consent or other action or course of
conduct, the Agent may (but shall not be required to) include in any such
notice, printed in capital letters or boldface type a legend substantially to
the following effect;

      "THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE, FAILURE TO RESPOND WITHIN
      TEN (10) CALENDAR DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL
      CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION REQUESTED BY
      THE BORROWER OR THE COURSE OF CONDUCT PROPOSED BY THE AGENT AND RECITED
      ABOVE."

and if the foregoing legend is included by the Agent in its communication, a
Lender shall be deemed to have approved or consented to such action or course of
conduct for all purposes hereunder if such Lender fails to object to such action
or course of conduct by written notice to the Agent within ten (10) calendar
days of such Lender's receipt of such notice.

19. NO ASSIGNMENT BY THE BORROWER . The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior approval of the Lenders.

20. RELATIONSHIP. The relationship between the Lenders and the Borrower is
solely that of a lender and borrower, and nothing contained herein or in any of
the other Loan Documents shall in any manner be construed as making the parties
hereto partners, joint venturers or any other relationship other than lender and
borrower.

21. NOTICES. Except as otherwise provided herein or in any other Loan Document,
each notice, demand, election or request provided for or permitted to be given
pursuant to this Agreement (hereinafter in this Section referred to as "Notice")
must be in writing and shall be deemed to have been properly given or served by
personal delivery or by sending same by overnight courier, by depositing same in
the United States Mail, postpaid and


                                      -55-
<PAGE>

registered or certified, return receipt requested, or by facsimile transmission,
and addressed as follows:

      If to the Agent:

      Citizens Bank of Massachusetts
      28 State Street
      Boston, Massachusetts 02109
      Attention:  Mr. Daniel R. Ouellette
                  Senior Vice President
      Facsimile: (617) 725-5695

      with a copy to:

      Goulston & Storrs, P.C.
      400 Atlantic Avenue
      Boston, Massachusetts 02110
      Attention: James H. Lerner, Esq.
      Facsimile: (617) 574-4112

      If to the Borrower:

      Franklin Street Partners Properties Corp.
      401 Edgewater Place
      Suite 200
      Wakefield, Massachusetts 01880-6210
      Attention:  President
      Facsimile: (781) 246-2807

      with a copy to:

      Hale and Dorr LLP
      60 State Street
      Boston, Massachusetts 02109
      Attention:  Kenneth A. Hoxsie, Esq.
      Facsimile: (617) 526-5000


                                      -56-
<PAGE>

      If to the Lenders:

      Citizens Bank of Massachusetts
      28 State Street
      Boston, Massachusetts 02109
      Attention: Mr. Daniel R. Ouellette
                 Senior Vice President
      Facsimile: (617) 725-5695

      Fleet National Bank
      One Federal Street
      Boston, Massachusetts 02110
      Attention: Mr. Michael J. Sleece
                 Senior Vice President
      Facsimile: (617) 346-4670

      with a copy to:

      Goulston & Storrs, P.C.
      400 Atlantic Avenue
      Boston, Massachusetts  02110
      Attention: James H. Lerner, Esq.
      Facsimile: (617) 574-4112

or to such other Lenders as provided in the Assignment and Acceptance.

Each Notice shall be effective upon being personally delivered, receipt of
facsimile transmission or upon being sent by overnight courier or upon being
deposited in the United States Mail as aforesaid. However, (i) the time period
in which a response to such Notice must be given or any action taken with
respect thereto (if any), and (ii) the commencement of a default period, to the
extent notice is required hereunder, shall commence to run from the date of
receipt if personally delivered, sent by facsimile transmission, or sent by
overnight courier, or if so deposited in the United States Mail, the earlier of
three (3) Business Days following such deposit or the date of receipt as
disclosed on the return receipt. Rejection or other refusal to accept or the
inability to deliver because of changed address for which no Notice was given
shall be deemed to be receipt of the Notice sent. By giving at least thirty (30)
days' prior Notice thereof, the Borrower or the Lender shall have the right from
time to time and at any time during the term of this 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.

22. GOVERNING LAW. This Agreement and each of the other Loan Documents, except
as otherwise specifically provided therein, are contracts under the laws of the
Commonwealth of Massachusetts and shall for all purposes be construed in
accordance with and governed by the laws of said Commonwealth (excluding the
laws applicable to conflicts or choice of law).


                                      -57-
<PAGE>

23. CONSENT TO JURISDICTION; WAIVERS. THE BORROWER, AGENT AND THE LENDERS EACH
HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMIT TO NONEXCLUSIVE PERSONAL
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS OVER ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND (B) WAIVE ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE
(I) TO THE RIGHT, IF ANY, TO TRIAL BY JURY, (II) TO OBJECT TO JURISDICTION
WITHIN THE COMMONWEALTH OF MASSACHUSETTS OR VENUE IN ANY PARTICULAR FORUM WITHIN
THE COMMONWEALTH OF MASSACHUSETTS, AND (III) TO THE RIGHT, IF ANY, TO CLAIM OR
RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
OTHER THAN ACTUAL DAMAGES. THE BORROWER, AGENT AND THE LENDERS EACH AGREE THAT,
IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE
LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED DIRECTED TO THE
BORROWER, AGENT AND THE LENDERS AT THE ADDRESSES SET FORTH IN ss.21 ABOVE, AND
SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL BE SO
MAILED. NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT THE AGENT AND THE
LENDERS FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS
AGAINST ANY COLLATERAL AND AGAINST THE BORROWER, AND AGAINST ANY PROPERTY OF THE
BORROWER, IN ANY OTHER STATE. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR
TAKING SUCH ACTION IN ANY STATE SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE
AGREEMENT CONTAINED HEREIN THAT THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF THE BORROWER, AGENT AND THE LENDERS
HEREUNDER OR THE SUBMISSION HEREIN BY THE BORROWER TO NONEXCLUSIVE PERSONAL
JURISDICTION WITHIN THE COMMONWEALTH OF MASSACHUSETTS.

24. PREFERENCES. Agent and Lenders shall have no obligation to marshal any
assets in favor of Borrower or any other party or against or in payment of any
or all of the obligations of Borrower pursuant to this Agreement, the Note or
any other Loan Document. Lenders shall have the continuing and exclusive right
to apply or reverse and reapply any and all payments by Borrower to any portion
of such obligations. To the extent Borrower makes a payment or payments to
Lenders for Borrower's benefit, which payment or proceeds or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required to be repaid to a trustee, receiver or any other Person under
any bankruptcy law, state or federal law, the obligations or part thereof
intended to be satisfied shall be revived and continue in full force and effect,
as if such payment or proceeds had not been received by Lenders.


                                      -58-
<PAGE>

25. RULES OF INTERPRETATION. The following rules of interpretation shall govern:

      (a)   A reference to any Loan Document, agreement, budget, document or
            schedule shall include such agreement, budget, document or schedule
            as revised, amended, modified or supplemented from time to time in
            accordance with its terms and the terms of this Agreement.

      (b)   A reference to any Exhibit hereto shall be deemed to specifically
            incorporate the terms and provisions of such Exhibit herein.

      (c)   The singular includes the plural and the plural includes the
            singular.

      (d)   A reference to any law includes any amendment or modification to
            such law.

      (e)   A reference to any Person includes its permitted successors and
            permitted assigns.

      (f)   Accounting terms not otherwise defined herein have the meaning
            assigned to them by generally accepted accounting principles applied
            on a consistent basis by the accounting entity to which they refer.

      (g)   The words "approval" and "approved", as the context so determines,
            means an approval in writing given to the Person seeking approval
            after full and fair disclosure to the Person giving approval of all
            material facts necessary in order to determine whether approval
            should be granted.

      (h)   Reference to a particular "ss." refers to that section of this
            Agreement unless otherwise indicated.

      (i)   Use of the word "including" shall mean "including, without
            limitation" unless the context otherwise requires.

      (j)   The term Borrower shall be deemed to include each Borrower
            individually and collectively and all definitions, representations,
            warranties, covenants, rights and remedies provided for herein apply
            to each entity individually and collectively except as the context
            otherwise provides. Further, any and all references to Obligations
            shall mean and refer to the joint Obligations of each entity to the
            Lender. Any and all Advances hereunder shall be advanced to one of
            the entities but shall represent an Obligation of all of the
            entities to the Lenders.

26. HEADINGS. The captions in this Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.


                                      -59-
<PAGE>

27. COUNTERPARTS. This Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when so executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Agreement it shall not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought.

28. ENTIRE AGREEMENT. The Loan Documents and any other documents executed in
connection herewith or therewith express the entire understanding of the parties
with respect to the transactions contemplated hereby. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated, except as
provided in ss.18.19.1.

29. TIME OF THE ESSENCE. Time is of the essence with respect to each and every
covenant, agreement and obligation of the Borrower under this Agreement and the
other Loan Documents.

30. SEVERABILITY. The provisions of this Agreement are severable, and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Agreement in any jurisdiction.

31. LIMITED RECOURSE. No deficiency will be sought or judgment for money damages
will be entered against the general partners (the "General Partners") or limited
partners of the Borrower (collectively, the "Partners") and the Partners shall
not be personally liable in any action with respect to any deficiency remaining
after any such foreclosure or to collect any amount payable under this
Agreement, the Notes and the other Loan Documents.

      Notwithstanding the foregoing, however, nothing contained in this Section
31 shall in any way whatsoever release, affect, impair or derogate from the
indebtedness evidenced by this Agreement and other Loan Documents, or the
liabilities and obligations of the Borrower under the Loan Documents or in
connection therewith, or restrict, impair or preclude the exercise of any of the
rights and remedies of the Agent and the Lenders under the Loan Documents, or
otherwise available at law or in equity, including, without limitation, any
actions against the Borrower that do not seek to impose personal liability on
the Partners, or the exercise of the rights and remedies of Lenders under this
Agreement or any other Loan Document.

      Further, it is expressly understood and agreed that the aforesaid
limitation on liability shall in no way release or restrict the liability of the
General Partners to the Lenders under any separate guarantees or indemnities
provided in connection with the Loan or for all amounts arising out of or
relating to the following (provided however, that


                                      -60-
<PAGE>

in no event shall any of the officers, directors, and shareholders of Franklin
Street Properties Corp. have any liability whatsoever to the Lenders):

      (i)   fraud or intentional misrepresentation made in connection with this
            Note or any of the other Loan Documents, or any property comprising
            the Borrowing Base Properties;

      (ii)  other than in accordance with the requirements of the Loan
            Documents, the misappropriation of (a) proceeds of condemnation
            actions or insurance covering any portion of the Borrowing Base
            Properties, or (b) proceeds of the sale or transfer of any portion
            of any property comprising the Borrowing Base Properties, or (c)
            proceeds from any Syndication Event; and

      (iii) rental payments received by or on behalf of the Borrower subsequent
            to the date on which the Agent or the Lenders makes written demand
            therefor pursuant to the Loan Documents following the occurrence and
            during the continuation of an Event of Default.

           [The remainder of this page is intentionally left blank.]


                                      -61-
<PAGE>

      IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.

WITNESS:                          FRANKLIN STREET PROPERTIES CORP.


_________________

                                  By:________________________
                                  Name: George J. Carter
                                  Its: President

                                  ESSEX LANE ASSOCIATES LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP APARTMENT PROPERTIES LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its:  President

                                  FSP PARK SENECA LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President


                                      -62-
<PAGE>

                                  FSP SANTA CLARA LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP PIEDMONT CENTER LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  ONE TECHNOLOGY DRIVE LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP NORTH ANDOVER OFFICE PARK
                                  LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President


                                      -63-
<PAGE>

                                  FSP SOUTHFIELD CENTRE LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name:  George J. Carter
                                       Its:  President

                                  FSP BLUE RAVINE LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner

                                       By:________________________
                                       Name:  George J. Carter
                                       Its:  President

                                  FSP BOLLMAN PLACE LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner

                                       By:________________________
                                       Name:  George J. Carter
                                       Its:  President

                                  FSP AUSTIN N.W. LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner

                                       By:________________________
                                       Name:  George J. Carter
                                       Its:  President


                                      -64-
<PAGE>

                                  FSP GATEWAY CROSSING LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner

                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP LYBERTY WAY LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner

                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP HILLVIEW CENTER LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner

                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP SILVERSIDE PLANTATION LIMITED PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner

                                       By:________________________
                                       Name: George J. Carter
                                       Its: President


                                      -65-
<PAGE>

                                  FSP TELECOM BUSINESS CENTER LIMITED
                                  PARTNERSHIP

                                  By:  FSP Holdings LLC,
                                       its general partner


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP GAEL APARTMENTS LIMITED PARTNERSIP

                                  By:  FSP Gael Apartments, LLC


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP MERRYWOOD APARTMENTS LIMITED PARTNERSHIP

                                  By:  FSP Merrywood Apartments LLC


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President


                                  FSP FOREST PARK IV NC LIMITED PARTNERSHIP

                                  By:  FSP Forest Park IV LLC


                                       By:________________________
                                       Name: George J. Carter
                                       Its: President


                                      -66-
<PAGE>

                                  FSP GOLDENTOP TECHNOLOGY CENTER LIMITED
                                  PARTNERSHIP


                                  By:________________________
                                  Name: George J. Carter
                                  Its: President

                                  FSP PARK TEN LIMITED PARTNERSHIP

                                  By:  FSP Park Ten LLC

                                       By:________________________
                                       Name: George J. Carter
                                       Its: President

                                  FSP PROPERTY MANAGEMENT LLC


                                  By:________________________
                                  Name:  George J. Carter
                                  Its: President

                                  FSP INVESTMENTS LLC


                                  By:________________________
                                  Name: George J. Carter
                                  Its: President

                                  CITIZENS BANK OF MASSACHUSETTS,
                                  Agent and Lender


                                  By:  _________________________
                                  Name: Daniel R. Ouellette
                                  Title: Senior Vice President

                                  FLEET NATIONAL BANK
                                  "Lenders"


                                  By:_____________________________
                                  Name:
                                  Title:


                                      -67-
<PAGE>

                                    Exhibit A

                                JOINDER AGREEMENT

                                                            ___________, _______

      Reference is made to the Loan Agreement, dated as of July ___, 2003 (as
amended on the date hereof and as from time to time further amended and in
effect, the "Loan Agreement"), among Franklin Street Properties Corp. ("FSP"),
those other Borrowers listed on Schedule 2 (as amended) of the Loan Agreement
and each other Borrower (collectively, the "Borrower") which from time to time
is a party to the Loan Agreement, and Citizens Bank of Massachusetts as agent
(the "Lender"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Loan Agreement.

      In consideration of and as an inducement to the Lender continuing to
provide financing under the Loan Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
________________________ (the "Additional Borrower"), a Wholly Owned Subsidiary
of FSP, hereby acknowledges and agrees to the terms and conditions of the Loan
Agreement and the Note, joins in the agreements of the Borrower under the Loan
Agreement and the Note and agrees that all Obligations of the Borrower under the
Loan Agreement and the Note shall be the obligations, jointly and severally, of
the Additional Borrower with the same force and effect as if the Additional
Borrower was originally a Borrower under the Loan Agreement and an original
signatory to the Loan Agreement and the Note. Furthermore, the Additional
Borrower shall have all the liabilities and obligations of a maker under the
Note.

      The Additional Borrower further agrees that its liability hereunder is
direct and primary and may be enforced by the Lender before or after proceeding
against any other Borrower or the Guarantor.

      Unless waived by the Lender, at least five (5) Business Days prior to this
Joinder Agreement becoming effective, the Additional Borrower shall have
delivered to the Lender, with respect to such Additional Borrower's
property(ies), those documents referred to in Section 6.5 and current and
historical financial statements reasonably requested by Lender with respect to
the Additional Borrower. Such documents and statements shall not be subject to
Lender's approval or satisfaction.


                                       -1-
<PAGE>

      The undersigned hereby represents and warrants to the Lender that it has
the complete right, power and authority to execute and deliver this Joinder
Agreement and, to perform all of the obligations hereunder and the Obligations
under the Loan Agreement and the Note. This Joinder Agreement shall be binding
upon the undersigned and its successors and assigns and shall inure to the
benefit of the Lender and its successors and assigns.

      Executed as a sealed instrument as of the __ day of __________, ______.

                                       ____________________________
                                       By: ________________________
                                       Its: General Partner

                                            By: ____________________
                                            Name: __________________
                                            Its:  __________________
Acknowledged and Agreed:

Franklin Street Properties Corp., as agent for each Borrower

By: _____________________(SEAL)

FSP Holdings LLC, as Guarantor

By: ______________________________(SEAL)


                                       -2-
<PAGE>

                                   Schedule 1
                                   Definitions

      Acquisition. The acquisition (by merger, consolidation or otherwise) by
FSP, or an affiliate, of preferred stock interests or other similar interests in
an owner of real property established or sponsored by FSP, the Borrower, or an
affiliate, in connection with such owner of real property becoming a Wholly
Owned Subsidiary.

      Adjusted Libor Rate. The term "Adjusted Libor Rate" means a per annum rate
equal at all times to the Libor Lending Rate plus one hundred twenty-five (125)
basis points.

      Advance. Any disbursement, including a readvance of any amount previously
repaid by the Borrower, of the proceeds of the Loan made or to be made by the
Lenders pursuant to the terms of this Agreement.

      Agent. Citizens acting as agent for the Lenders.

      Agreement. This Loan Agreement, including the Schedules and Exhibits
hereto.

      Annual Fee. See ss.4.

      Availability. The difference between (i) the Loan Amount, and (ii) the
aggregate of (x) the aggregate Stated Amount under all outstanding L/Cs, and (y)
the unpaid principal balance owed under the Loan.

      Balance Sheet Date. December 31, 2002 on a pro forma basis.

      Banking Day. The term "Banking Day" means any day other than a Saturday,
Sunday, legal holiday, or a day on which banks are not required or authorized by
law to close in the city in which Agent's principal office is situated.

      Borrower. As defined in the preamble hereto. All definitions,
representations, warranties, covenants, rights and remedies provided for herein
apply to each entity individually and collectively except as the context
otherwise provides. Further, any and all references to Obligations shall mean
and refer to the joint Obligations of each entity to the Lender. Any and all
Advances hereunder shall be advanced to one of the entities but shall represent
an Obligation of all of the entities to the Lenders.

      Borrowing Base Properties. Collectively, the properties listed on Exhibit
Borrowing Base Properties and other properties as may be supplemented as
provided herein.

      Business Day.


                                      -1-
<PAGE>

      (a)   any day which is neither a Saturday or Sunday nor a legal holiday on
            which commercial banks are authorized or required to be closed in
            Boston, Massachusetts;

      (b)   when such term is used to describe a day on which a borrowing,
            payment, prepaying, or repaying is to be made in respect of any
            LIBOR Advance, any day which is: (i) neither a Saturday or Sunday
            nor a legal holiday on which commercial banks are authorized or
            required to be closed in New York City; and (ii) a London Banking
            Day; and

      (c)   when such term is used to describe a day on which an interest rate
            determination is to be made in respect of any LIBOR Advance, any day
            which is a London Banking Day.

      Citizens. Citizens Bank of Massachusetts.

      Closing Date. The first date on which the conditions set forth in ss.6
have been satisfied.

      Closing Fee. See ss.4.

      Co-Agent. Fleet.

      Code. The Internal Revenue Code of 1986 and the regulations thereunder,
all as amended and in effect from time to time.

      Commitment. With respect to each Lender, the amount set forth on Exhibit F
hereto as the amount of such Lender's commitment to make advances to the
Borrower, as may be amended from time to time by the Agent as provided in
Section 18.

      Commitment Percentage. With respect to each Lender, the percentage set
forth on Exhibit F hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders, as may be amended from time to time by the
Agent as provided in Section 18.

      Consolidated Indebtedness. After elimination of duplication, for the
Borrower, all obligations, contingent and otherwise, that in accordance with
generally accepted accounting principles should be classified upon the obligor's
balance sheet as liabilities, or to which reference should be made by footnotes
thereto, including in any event and whether or not so classified: (a) all debt
and similar monetary obligations, whether direct or indirect; (b) all
liabilities secured by any mortgage, pledge, security interest, lien, charge, or
other encumbrance existing on property owned or acquired subject thereto,
whether or not the liability secured thereby shall have been assumed; (c) all
liabilities under capitalized leases; (d) all guaranties, endorsements and other
contingent obligations whether direct or indirect in respect of indebtedness of
others, including the obligations to reimburse the issuer in respect of any
letters of credit, and (e) all unsecured indebtedness.


                                       -2-
<PAGE>

      Consolidated Total Asset Value ("CTAV"). The value of all properties owned
by the Borrower or subsidiaries by utilizing a 9.50% capitalization rate based
on the most recent quarter's NOI times 4 reduced by a $.50 capital expenditure
reserve (for apartment communities, a reserve of $350 an apartment) plus the
book value of all other tangible assets. In addition, in determining
Consolidated Total Asset Value for the first 12 months after an acquisition, the
Borrower may include such newly acquired property at either the cost basis value
or the capitalization rate value. Further, in valuing development properties,
and at Borrower's election, either a cost basis value or a recapitalization rate
value will be applied to such properties based on the most recent quarter's Net
Operating Income times 4.

      Debt Service Charges. For any fiscal period of the Borrower, the sum of
the expenses of the Borrower for such period for (x) Debt Service On The Loan,
and (without duplication) any other principal and interest on Consolidated
Indebtedness secured by all or any part of the Borrowing Base Properties and (y)
fees payable under the Loan Documents, or in connection with any other
Consolidated Indebtedness secured by all or any part of the Borrowing Base
Properties in each case determined in accordance with generally accepted
accounting principles.

      Debt Service on the Loan. Shall mean the principal and interest payable
under the Loan during the test period based upon the greater of: (i) the actual
interest rate in effect under the Loan for the test period plus principal
payments based upon a twenty (20) year amortization schedule, or (ii) the
greater of (I) the rate for the ten (10) year United States Treasury obligations
in amounts approximating the principal balance of the Loan during the test
period plus one hundred eighty five (185) basis points, or (II) seven and
one-half percent (7.5%) per annum, plus in the case of (I) and (II), principal
payments based upon a twenty (20) year amortization schedule.

      Default. A condition or event which would, with either the giving of
notice or lapse of time or both, constitute an Event of Default.

      Default Rate. See ss.2.5.

      Distribution. The (i) declaration or payment of any dividend, (ii)
distribution of cash or other property, (iii) purchase, redemption, or other
retirement (directly or indirectly), (iv) repayment of any loan to any Person
directly or indirectly holding an interest in Borrower, or (iv) other
distribution, in each case, of, on or in respect of any shares of any class of
capital stock, partnership interests, or other beneficial or ownership interests
of the Borrower.

      Drawdown Date. The date that an Advance is made hereunder.

      Environmental Laws. As defined in the Indemnity Agreement.

      Eligible Assignee. Any of (a) a commercial bank organized under the laws
of the United States, or any State thereof or the District of Columbia. and
having total assets in excess of $1,000,000,000; (b) a savings and loan
association or savings bank organized under


                                       -3-
<PAGE>

the laws of the United States, or any State thereof or the District of Columbia,
and having a net worth of at least $100,000,000, calculated in accordance with
generally accepted accounting principles; (c) a commercial bank organized under
the laws of any other country which is a member of the organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having total assets in excess of $1,000,000,000, provided that such
bank is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (d) the central
bank of any country which is a member of the OECD; and (e) any Lender.

      Environmental Report(s). The environmental site assessment reports
furnished to the Agent.

      ERISA Plan. Any employee benefit, employee pension, or multiemployer plan
within the meaning of the Employee Retirement Income Security Act of 1974, as
amended and in effect from time to time.

      Event of Default. See ss.11.

      Fleet. Fleet National Bank.

      FSP. As defined in the Preamble.

      Future Commitment as defined in Section 18.13.

      Generally accepted accounting principles or GAAP. Principles that are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time
and (b) consistently applied with past financial statements of the Borrower
adopting the same principles; provided that a certified public accountant would,
insofar as the use of such accounting principles is pertinent, be in a position
to deliver an unqualified opinion (other than a qualification regarding changes
in generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

      Government Authority. The United States of America, the State in which any
of the properties comprising the Borrowing Base Properties is located, the city
or town in which the Land is located, and any political subdivision agency,
authority, department, commission, board, bureau, or instrumentality of any of
them.

      Gross Cash Receipts. The sum of cash actually received during any test
period of the Borrower and FSP, including, without limitation, cash received
with respect to the properties comprising the Borrowing Base Properties in
payment of the following items:

      (a)   rentals, including minimum or base rent, percentage rent, and rent
            attributable to recovery of tenant improvement costs received from
            tenants occupying space in the properties comprising the Borrowing
            Base Properties during such period;


                                       -4-
<PAGE>

      (b)   cash reimbursements from tenants of operating expenses, insurance
            premiums, and real estate taxes and the cost of tenant improvements;

      (c)   parking revenues received in connection with the operation of
            parking facilities;

      (d)   receipts from laundries, vending machines, recreational facilities
            and any and all other operating revenues received from the Borrowing
            Base Properties; and

      (e)   security deposits, to the extent applied by Borrower.

If the Borrower shall receive cash by reason of fire or other casualty insurance
proceeds, or a taking by eminent domain, or a loan or advance or a sale of any
part of the Borrowing Base Properties, such amounts shall not be included in
Gross Cash Receipts unless such cost to repair is included in the calculation of
expenses.

      Gross Cash Receipts shall be determined on a cash basis consistent with
the basis used in the preparation of the computations of Gross Cash Receipts
furnished pursuant to ss.9.2 of this Agreement

      Guarantor. FSP Holdings LLC.

      Guaranty. The Unlimited Guaranty executed by the Guarantor.

      Hazardous Substances. As defined in the Indemnity Agreement.

      Hedging Contracts means, interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, or any other agreements or
arrangements entered into between the Borrower and the Agent and designed to
protect the Borrower against fluctuations in interest rates or currency exchange
rates.

      Hedging Obligations means, with respect to the Borrower, all liabilities
of the Borrower to the Agent under Hedging Contracts.

      Indebtedness. All obligations, contingent and otherwise, that in
accordance with generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, or to which reference should be
made by footnotes thereto, including in any event and whether or not so
classified: (a) all debt and similar monetary obligations, whether direct or
indirect; (b) all liabilities secured by any mortgage, pledge, security
interest, lien, charge, or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; (c) all liabilities under capitalized leases; (d) all
guaranties, endorsements and other contingent obligations whether direct or
indirect in respect of indebtedness of others, including the obligations to
reimburse the issuer in respect of any letters of credit, and (e) all unsecured
indebtedness.


                                       -5-
<PAGE>

      Indemnity Agreement. The Environmental Warranty and Indemnification
Agreement dated or to be dated on or prior to the Closing Date, made, jointly
and severally, by the Borrower in favor of the Lenders, as the same may
hereafter be amended with the prior written consent of Lenders.

      Individual Lender Litigation Expenses: All costs and expenses (including
reasonable attorneys' fees) incurred by any individual Lender in any litigation
concerning the Loan in which such Lender has been named as a party defendant,
but only to the extent such costs and expenses are reimbursable to such Lender
by the Borrower under the Loan Documents.

      Interest Period.

      relative to any Libor Advance

      (i)   initially, the period beginning on (and including) the date on which
            such Libor Advance is made or continued as, or converted into, a
            Libor Advance pursuant to Section 2.5.3 and ending on (but
            excluding) the day which numerically corresponds to such date one,
            two or three months thereafter (or, if such month has no numerically
            corresponding day, on the last Business Day of such month), in each
            case as the Borrower may select in its notice pursuant to Section
            2.5.3; and

      (ii)  thereafter, each period commencing on the last day of the next
            preceding Interest Period applicable to such Libor Advance and
            ending one, two or three months thereafter, as selected by the
            Borrower by irrevocable notice to the Agent not less than three
            Business Days prior to the last day of the then current Interest
            Period with respect thereto;

      provided, however, that

      (a)   the Borrower shall not be permitted to select Interest Periods to be
            in effect at any one time which have expiration dates occurring on
            more than three (3) different dates;

      (b)   Interest Periods commencing on the same date for Libor Advances
            comprising part of the same advance under this agreement shall be of
            the same duration;

      (c)   Interest Periods for Libor Advances in connection with which
            Borrower has or may incur Hedging Obligations with the Agent shall
            be of the same duration as the relevant periods set under the
            applicable Hedging Contracts;

      (d)   if such Interest Period would otherwise end on a day which is not a
            Business Day, such Interest Period shall end on the next following
            Business Day unless such day falls in the next calendar month, in
            which case such Interest Period shall end on the first preceding
            Business Day; and

      (e)   no Interest Period may end later than the Maturity Date of the Loan
            (as actually extended).


                                       -6-
<PAGE>

      Investment. All expenditures made and all liabilities incurred
(continently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect to any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person.

      Issuing Lender. Citizens Bank of Massachusetts.

      Joinder Documents. The one or more joinder agreements to be executed by a
Wholly Owned Subsidiary which is to become a Borrower after the Closing Date in
the form attached hereto as Exhibit A.

      L/C. Any Letter of Credit, the issuance of which is procured by the
Issuing Lender for the account of the Borrower and any letter of credit made on
account of such letter of credit.

      L/C Agreement. See ss.2.6(a)

      L/C Fee. See ss.4

      L/C Limit. The aggregate maximum Stated Amounts of all L/C's issued by the
Lender on behalf of the Borrower shall not exceed the lesser of (i) ten (10%)
percent of the Loan Amount, or (ii) the Availability.

      Lenders as defined in the Preamble.

      Libor Advance. The term "Libor Advance" means any principal outstanding
under this Agreement which pursuant to this Agreement bears interest at the
Adjusted Libor Rate.

      LIBOR Rate means relative to any Interest Period for LIBOR Advances, the
offered rate for deposits of U.S. Dollars in an amount approximately equal to
the amount of the requested LIBOR Advances for a term coextensive with the
designated Interest Period which the British Bankers' Association fixes as its
LIBOR rate and which appears on the Telerate Page 3750 as of 11:00 a.m. London
time on the day which is two London Banking Days prior to the beginning of such
Interest Period.

      Libor Rate Loan Prepayment Fee as defined in Section 2.5.15.

      LIBOR Lending Rate means, relative to any Libor Advance to be made,
continued or maintained as, or converted into, a Libor Advance for any Interest
Period, a rate per annum determined pursuant to the following formula:

            Libor Lending Rate         =           LIBOR Rate
                                                   ----------
                                         (1.00 - LIBOR Reserve Percentage)

      LIBOR Reserve Percentage means, relative to any day of any Interest Period
for LIBOR Advances, the maximum aggregate (without duplication) of the rates
(expressed


                                       -7-
<PAGE>

as a decimal fraction) of reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
under any regulations of the Board of Governors of the Federal Reserve System
(the "Board") or other governmental authority having jurisdiction with respect
thereto as issued from time to time and then applicable to assets or liabilities
consisting of "Eurocurrency Liabilities", as currently defined in Regulation D
of the Board, having a term approximately equal or comparable to such Interest
Period.

      Liquidation Proceeds. Amounts received by the Agent and/or the Lenders in
the exercise of the rights and remedies under the Loan Documents (including, but
not limited to, all rents, profits and other proceeds received by the Agent
and/or the Lenders from the operation of the Borrowing Base Properties or the
liquidation of any collateral, but not including any amount bid at a foreclosure
sale or on behalf of the Agent or otherwise credited to the Borrower , any
deed-in-lieu of foreclosure or similar transaction).

      Loan. The loan or any portion thereof which is the subject of this
Agreement.

      Loan Amount. An amount equal to $125,000,000.

      Loan Documents. This Agreement, the Note, the Guaranty, the Indemnity
Agreement, the Joinder Documentation and all other agreements, documents and
instruments now or hereafter evidencing, securing or otherwise relating to the
Loan, all as the same may hereafter be amended with the prior written consent of
Lender.

      Loan to Value Ratio. See ss.10.8(a)

      London Banking Day means a day on which dealings in US dollar deposits are
transacted in the London interbank market.

      Make Whole Provision as defined in Section 2.5.16.

      Maturity Date. August 18, 2005 which date may be extended from time to
time upon the mutual written agreement between the Agent and the Borrower.

      Net Income as defined in accordance with GAAP.

      Net Operating Income. Net Income adjusted by adding back or deducting
non-cash items as part of determining net income per GAAP (including
depreciation and amortization, non-cash compensation expenses, straight line
rent, gains on sale etc.). In addition, Net Operating Income will deduct the
greater of (a) actual capital expenditures on the Borrowing Base Properties
during the test period or (b) an annual capital expenditure of $.5 per square
foot applied to commercial properties pool or $350 per unit for the apartment
properties.


                                       -8-
<PAGE>

      Net Operating Income shall be determined on a cash basis, modified as
described above, consistent with the basis used in the preparation of the
computations of Net Operating Income furnished pursuant to ss.9.2 of this
Agreement.

      Note(s). The Promissory Notes in the aggregate principal face amount of
the Loan Amount dated as of the date hereof, made by the Borrower to the order
of the Lenders, as such Promissory Notes may hereafter be extended, renewed,
replaced, substituted, or modified with the prior written consent of Borrower
and Lenders.

      Obligations. All indebtedness, obligations and liabilities (including
Hedging Obligations) of the Borrower to the Agent and the Lenders (including the
Issuing Lender), existing on the date of this Agreement or arising thereafter,
direct or indirect, joint or several, absolute or contingent, matured or
unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise, or incurred under this Agreement or any
of the other Loan Documents or in respect of any of the Advances or the Note.

      Operating Accounts. Accounts established and maintained with the Agent or
Co-Agent for those Borrowers owning properties which are (i) part of the
Borrowing Base Properties and (ii) located within the Commonwealth of
Massachusetts. The term Operating Accounts shall specifically exclude any trust
accounts in the name of such Borrowers.

      Organizational Documents. For any corporation, partnership, trust, limited
liability company, limited liability partnership, unincorporated association,
business or other legal entity, the documents pursuant to which such entity has
been established or organized, as such documents may hereafter be amended with
the prior written consent of Agent which shall not be unreasonably withheld or
delayed.

      Outstanding. With respect to the Advances or the Loan, the aggregate
unpaid principal thereof as of any date of determination.

      Owner(s). The following entities which each hold fee title to one of the
properties comprising the Borrowing Base Properties: Essex Lane Associates
Limited Partnership, FSP Apartment Properties Limited Partnership, FSP Park
Seneca Limited Partnership, FSP Santa Clara Limited Partnership, FSP Piedmont
Center Limited Partnership, One Technology Drive Limited Partnership, FSP North
Andover Office Park Limited Partnership, FSP Southfield Centre Limited
Partnership, FSP Blue Ravine Limited Partnership, FSP Bollman Place Limited
Partnership, FSP Austin N.W. Limited Partnership, FSP Gateway Crossing Limited
Partnership, FSP Lyberty Way Limited Partnership, FSP Hillview Center Limited
Partnership, FSP Silverside Plantation Limited Partnership, and FSP Telecom
Business Center Limited Partnership, FSP Gael Apartments Limited Partnership,
FSP Merrywood Apartments Limited Partnership, FSP Forest Park IV NC Limited
Partnership, FSP Goldentop Technology Center Limited Partnership, FSP Park Ten
Limited Partnership as may be supplemented as provided herein.


                                       -9-
<PAGE>

      Permitted Liens. Liens: (i) permitted by ss.9.4, (ii) for taxes unpaid and
diligently contested in good faith by the Borrower unless payment is required
prior to the contesting of any such taxes and provided no enforcement
proceedings have been commenced with respect to any lien filed in connection
with such dispute and adequate reserves have been established for such taxes,
(iii) for assessments, governmental charges, liens or claims for labor,
materials or supplies which do not materially interfere with the use of the
properties comprising the Borrowing Base Properties or the operation of the
business of the Borrower and do not exceed in the aggregate at any one time
$2,000,000.00.

      Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

      Personal Property. All materials, furnishings, fixtures, furniture,
machinery, equipment and all items of tangible or intangible personal property
now or hereafter owned or acquired by the Borrower, in which the Lenders have
been, or will be granted an interest to secure the Project Obligations.

      Present Value. The term "Present Value" means the value at the applicable
maturity discounted to the date of pre-payment using the Treasury Rate.

      Prime Rate. The term "Prime Rate" means the per annum rate of interest so
designated from time to time by Citizens as its prime rate. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate being
charged to any customer.

      Project Approvals. All approvals, consents, waivers, orders, agreements,
acknowledgments, authorizations, permits and licenses required under applicable
Requirements or under the terms of any restriction, covenant or easement
affecting any of the properties comprising the Borrowing Base Properties, or
otherwise necessary or desirable, for the ownership, acquisition, construction,
equipping, use, occupancy and operation of any of the properties comprising the
Borrowing Base Properties, whether obtained from a Governmental Authority or any
other Person.

      Register as defined in Section 18.15.3.

      Required Lenders. As of any date, the Lenders holding at least sixty
percent (60%) of the outstanding principal amount of the Note on such date; and
if no such principal is outstanding, the Lenders whose aggregate Commitments
constitute at least sixty percent (60%) of the Total Commitment; provided,
however, as long as there are only two (2) Lenders, Required Lenders shall
require that both Lenders concur on any decision requiring Required Lenders'
consent.


                                      -10-
<PAGE>

      Requirements. Any law, ordinance, code, order, rule or regulation of any
Governmental Authority relating in any way to the acquisition, ownership,
construction, use, occupancy and operation of the properties comprising the
Borrowing Base Properties.

      Stated Amount. The face amount of any L/C.

      Subsidiary. Any corporation, partnership, association, trust, or other
business entity of which the Borrower shall at any time own directly, or
indirectly through a Subsidiary or Subsidiaries, at least a majority of the
beneficial or ownership interests therein.

      Survey. An ALTA "as built" Survey.

      Syndication Event. The sale by the Borrower, or an affiliate, of shares of
preferred stock or other similar interests in an owner of real property
established by the Borrower, or an affiliate in connection with the syndication
of such property by the Borrower.

      Taking. Any condemnation for public use of, or damage by reason of, the
action of any Governmental Authority, or any transfer by private sale in lieu
thereof, either temporarily or permanently.

      Tangible Net Worth. The excess of Total Assets over Total Liabilities, and
less the sum of:

      (a) the total book value of all assets of the Borrower properly classified
      as intangible assets under generally accepted accounting principles,
      including such items as good will, the purchase price of acquired assets
      in excess of the fair market value thereof, trademarks, trade names,
      service marks, brand names, copyrights, patents and licenses, and rights
      with respect to the foregoing; plus

      (b) all amounts representing any write-up in the book value of any assets
      of the Borrower resulting from a revaluation thereof subsequent to the
      Balance Sheet Date; plus

      (c) to the extent otherwise includable in the computation of Tangible Net
      Worth, any subscriptions receivable.

      Taxes as defined in Section 2.6.3.

      Termination Date. The earlier of: (i) the occurrence of an Event of
Default and the continuation thereof beyond any applicable grace periods, (ii)
the payment in full of all Obligations and the termination of the Borrower's
rights to request Advances, or (iii) the Maturity Date.


                                      -11-
<PAGE>

      Title Insurance Company. The companies listed on Schedule 7 attached
hereto.

      Title Policy. An ALTA standard form owners title insurance policy issued
by the Title Insurance Company.

      Total Assets. All assets of the Borrower determined in accordance with
generally accepted accounting principles.

      Total Commitment. The sum of the Commitments of the Lenders, as in effect
from time to time.

      Total Liabilities. All liabilities of the Borrower determined in
accordance with generally accepted accounting principles and all Indebtedness of
the Borrower, whether or not so classified.

      Transaction Fee. See ss.4.

      Treasury Rate. The term "Treasury Rate, means, as of the date of any
calculation or determination, the latest Published rate for United States
Treasury Notes or Bills (but the rate on Bills issued on a discounted basis
shall be converted to a bond equivalent) as published weekly in the Federal
Reserve Statistical Release H.15(519) of Selected Interest Rates in an amount
which approximates (as determined by Agent) the amount approximately comparable
to the portion of the Loan to which the Treasury Rating applies for the Interest
Period, or (ii) in the case of a prepayment, the amount prepaid and with a
maturity closest to the original maturity of the installment which is prepaid in
whole or in part.

      Value of the Borrowing Base Properties. As of the relevant date of
determination the aggregate value of all of the properties comprising the
Borrowing Base Properties based upon the next preceding quarter Operating Income
multiplied by four (4) and divided by a 9.50% capitalization rate.

      Variable Rate. The term "Variable Rate" means a per annum rate equal at
all times to the Prime Rate plus 0 basis points, with changes therein to be
effective simultaneously with any chance in the Prime Rate without notice or
demand of any kind.

      Variable Rate Advance. The term "Variable Rate Advance" means any
principal amount outstanding under this Agreement which pursuant to this
Agreement bears interest at the Variable Rate.

      Wholly Owned Subsidiaries. Any Subsidiary which: FSP or its principals
shall own directly or indirectly (through a Subsidiary or Subsidiaries) 100% of
the outstanding voting interest and economic interest.


                                      -12-
<PAGE>

                                   Schedule 2

                List of Borrowers; General Partners of Borrowers

Part A
------

      Wholly Owned Subsidiaries
      -------------------------

      Essex Lane Associates Limited Partnership

      FSP Apartment Properties Limited Partnership

      FSP Park Seneca Limited Partnership

      FSP Santa Clara Limited Partnership

      FSP Piedmont Center Limited Partnership

      One Technology Drive Limited Partnership

      FSP North Andover Office Park Limited Partnership

      FSP Southfield Centre Limited Partnership

      FSP Blue Ravine Limited Partnership

      FSP Bollman Place Limited Partnership

      FSP Austin N.W. Limited Partnership

      FSP Gateway Crossing Limited Partnership

      FSP Lyberty Way Limited Partnership

      FSP Hillview Center Limited Partnership

      FSP Silverside Plantation Limited Partnership

      FSP Telecom Business Center Limited Partnership

      FSP Gael Apartments Limited Partnership

      FSP Merrywood Apartments Limited Partnership

      FSP Forest Park IV NC Limited Partnership


                                       -1-
<PAGE>

      FSP Goldentop Technology Center Limited Partnership

      FSP Park Ten Limited Partnership

      FSP Property Management LLC

      FSP Investments LLC

      General Partner of the Wholly Owned Subsidiaries Listed in Part A
      -----------------------------------------------------------------

      The sole general partner for the following Wholly Owned Subsidiaries is
      FSP Holdings LLC:

      Essex Lane Associates Limited Partnership
      FSP Apartment Properties Limited Partnership
      FSP Park Seneca Limited Partnership
      FSP Santa Clara Limited Partnership
      FSP Piedmont Center Limited Partnership
      One Technology Drive Limited Partnership
      FSP North Andover Office Park Limited Partnership
      FSP Southfield Centre Limited Partnership
      FSP Blue Ravine Limited Partnership
      FSP Bollman Place Limited Partnership
      FSP Austin N.W. Limited Partnership
      FSP Gateway Crossing Limited Partnership
      FSP Lyberty Way Limited Partnership
      FSP Hillview Center Limited Partnership
      FSP Silverside Plantation Limited Partnership
      FSP Telecom Business Center Limited Partnership.

      The sole general partner for FSP Gael Apartments Limited Partnership is
      FSP Gael Apartments LLC.

      The sole general partner for FSP Merrywood Apartments Limited Partnership
      is FSP Merrywood Apartments LLC.

      The sole general partner for FSP Forest Park IV NC Limited Partnership is
      FSP Forest Park IV LLC.

      The sole general partner for FSP Goldentop Technology Center Limited
      Partnership is FSP Goldentop Technology Center LLC.

      The sole general partner for FSP Park Ten Limited Partnership is FSP Park
      Ten LLC.


                                       -2-
<PAGE>

Part B
------

      Wholly Owned Subsidiaries Which Are Not Borrowers Hereunder
      -----------------------------------------------------------

      FSP Holdings LLC, the sole member of which is Franklin Street Properties
      Corp.


                                       -3-
<PAGE>

                                   Schedule 3
                                   ----------

                             [Intentionally Deleted]


                                      -1-
<PAGE>

                                   Schedule 4
                                   ----------

                              Advance/Loan Request

                                     [Date]

Citizens Bank of Massachusetts
28 State Street
Boston, Massachusetts 02109
        Attention: _______________
        Loan No. ________________

Dear Gentlemen:

      This letter is to request an Advance of the above-referenced loan in the
amount of $________________ (the "Advance"). The Advance shall be transferred to
Account No. _________________ with Citizens Bank of Massachusetts and received
in said Account by _________, ______ at _________ a.m./p.m.

                                            Very truly yours,

                                            FRANKLIN STREET PROPERTIES CORP.


                                            By:________________________
                                            Name:
                                            Its:


                                       -1-
<PAGE>

                                   Schedule 5
                                   ----------

                                  Subsidiaries

      FSP Holdings LLC
      FSP Investments LLC
      FSP Property Management LLC
      Essex Lane Associates Limited Partnership
      FSP Apartment Properties Limited Partnership
      FSP Park Seneca Limited Partnership
      FSP Santa Clara Limited Partnership
      FSP Piedmont Center Limited Partnership
      One Technology Drive Limited Partnership
      FSP North Andover Office Park Limited Partnership
      FSP Southfield Centre Limited Partnership
      FSP Blue Ravine Limited Partnership
      FSP Bollman Place Limited Partnership
      FSP Austin N.W. Limited Partnership
      FSP Gateway Crossing Limited Partnership
      FSP Lyberty Way Limited Partnership
      FSP Hillview Center Limited Partnership
      FSP Silverside Plantation Limited Partnership
      FSP Telecom Business Center Limited Partnership
      FSP Gael Apartments Limited Partnership
      FSP Merrywood Apartments Limited Partnership
      FSP Forest Park IV NC Limited Partnership
      FSP Goldentop Technology Center Limited Partnership
      FSP Park Ten Limited Partnership


                                       -1-
<PAGE>
                                    EXHIBIT E
                                    ---------

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                            Dated: ____________, 2003

      Reference is made to the Amended and Restated Loan Agreement, dated as of
________, 2003 (as amended and in effect from time to time, the "Loan
Agreement"), by and between Franklin Street Properties Corp, and the additional
entities listed from time to time on Schedule 2 to the Loan Agreement, having an
address at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880-6210
("Borrower"), CITIZENS BANK OF MASSACHUSETTS and the other lending institutions
which may become parties to the Loan Agreement (the "Lenders"), and CITIZENS
BANK OF MASSACHUSETTS as agent for itself and such other lending institutions
(the "Agent"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Loan Agreement.

      __________________________________ (the "Assignor") and ______________
(the "Assignee") agree as follows:

            1. The Assignor hereby sells and assigns to the Assignee, and the
      Assignee hereby purchases and assumes from the Assignor, a
      _______________% interest in and to all of the Assignor's rights and
      obligations under the Loan Documents as of the Effective Date (as
      hereinafter defined). The amount of the Assignor's Commitment being
      purchased by and assigned to the Assignee as of the Effective Date is
      $_______________.

            2. The Assignor (i) represents that as of the date hereof, its
      Commitment Percentage (without giving effect to assignments thereof which
      have not yet become effective) is 100%, and the outstanding balance of the
      Loan owing to the Assignor under the Note held by the Assignor (unreduced
      by any assignments thereof which have not yet become effective) is
      $_______________; (ii) makes no representation or warranty and assumes no
      responsibility with respect to any statements, warranties or
      representations made in or in connection with the Loan Documents or the
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value of the Loan Documents or any other instrument or document furnished
      pursuant thereto, other than that the Assignor is the legal and beneficial
      owner of the interest being assigned by it hereunder and that such
      interest is free and clear of any adverse claim; (iii) makes no
      representation or warranty and assumes no responsibility with respect to
      the financial condition of the Borrower, or any other person which may be
      primarily or secondarily liable in respect of any of the Obligations or
      any of their obligations, or the performance or observance by the
      Borrower, or any other person primarily or secondarily liable in respect
      of any of the obligations under any of the Loan Documents or any other
      instrument or document delivered or executed pursuant thereto; and (iv)
      attaches the Note delivered to it under the Loan Agreement and requests
      that the Borrower exchange such Note for a new Note payable to each of the
      Assignor and the Assignee as follows:


                                       -2-
<PAGE>

      Note Payable to the Order of:                   Amount of Note

      -----------------                               ($_______________)

      --------------------                            ($_______________)

            3. The Assignee (i) represents and warrants that it is legally
      authorized to enter into this Assignment and Acceptance; (ii) confirms
      that it has received a copy of the Loan Documents, together with copies of
      the most recent financial statements delivered pursuant to the Loan
      Agreement and such other documents and information as the Assignee has
      deemed appropriate to make its own credit analysis and decision to enter
      into this Assignment and Acceptance; (iii) agrees that it will,
      independently and without reliance upon the Assignor, any other Lender or
      the Agent and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in
      taking or not taking action under the Loan Documents; (iv) confirms that
      it is an Eligible Assignee; (v) appoints and authorizes the Agent to take
      such action as agent on its behalf and to exercise such powers as are
      reasonably incidental thereto pursuant to the terms of the Loan Documents;
      (vi) agrees that it will perform all the obligations which by the terms of
      the Loan Documents are required to be performed by the Assignee as a
      Lender in accordance with the terms of the Loan Documents; and (vi)
      specifies as to its address for notices the office set forth beneath its
      name on the signature page hereof.

            4. The effective date for this Assignment and Acceptance shall be
      _______________ (the "Effective Date"). Following the execution of this
      Assignment and Acceptance, it will be delivered to the Agent for
      acceptance and recording in the Register by the Agent. Upon such
      recordation, and prior to such assignment being effective the Assignee
      shall pay the Agent (for the Agent's own account) a registration fee in
      the sum of $3,500.00.

            5. Upon such acceptance and recording, from and after the Effective
      Date, (i) the Assignee shall be a party to the Loan Agreement and, to the
      extent provided in this Assignment and Acceptance, have the rights and
      obligations of a Lender thereunder, and (ii) the Assignor shall, with
      respect to that portion of its interest under the Loan Documents assigned
      hereunder relinquish its future rights and be released from its future
      obligations under the Loan Documents but shall remain liable for all
      obligations which arose prior to such assignment.

            6. Upon such acceptance and recording, from and after the Effective
      Date, the Agent shall make all payments in respect of the rights and
      obligations assigned hereby (including payments of principal, interest,
      fees and other amounts) to the Assignee. The Assignor and Assignee shall
      make all appropriate adjustments in payments for periods prior to the
      Effective Date by the Agent or with respect to the making of this
      assignment directly between themselves.

            7. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A
      SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.


                                       -3-
<PAGE>

            IN WITNESS WHEREOF, intending to be legally bound, each of the
      undersigned has caused this Assignment and Acceptance to be executed on
      its behalf by its officer thereunto duly authorized, as of the date first
      above written.

                                          "Assignor"


            _________________________


                                          By: _____________________________
                                              Name:
                                              Title:

                                          "Assignee"


            _________________________


                                          By: _____________________________
                                              Name:
                                              Title:


                      Notice Address:     _________________________
                                          _________________________
                                          _________________________
                                          Attn:____________________
                                          Telephone No.:
                                          Telecopier No.:


                                       -4-
<PAGE>

                                    EXHIBIT F
                                    ---------

                               Lenders' Commitment

                         Citizens Bank of Massachusetts
                                 $75,000,000.00

                               Fleet National Bank
                                 $50,000,000.00


                                       -5-