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                         SECURITY AGREEMENT (ALL ASSETS)

         This Security Agreement (All Assets) (this "AGREEMENT"), dated as of
November 24, 2003, is made by and between THE NEWKIRK MASTER LIMITED
PARTNERSHIP, a Delaware limited partnership ("NMLP"), and FLEET NATIONAL BANK, a
national banking association having an address at 100 Federal Street, Boston,
Massachusetts 02110, as agent (Fleet National Bank, in such capacity as agent,
hereinafter referred to as "AGENT") for a syndicate of Lenders (singly and
collectively, the "LENDERS") as specifically provided in the Loan Agreement (as
defined below).

                                    RECITALS

         WHEREAS, pursuant to that certain Master Loan Agreement dated as of
November 24, 2003 (as amended, supplemented or otherwise modified from time to
time, the "LOAN AGREEMENT") entered into by and among NMLP, T-Two Partners,
L.P., a Delaware limited partnership ("T-TWO"), the Agent and the Lenders, the
Agent and the Lenders have agreed to make a loan to NMLP in the aggregate
principal amount of $216,000,000.00 (the "NMLP LOAN") and a loan to T-Two in the
aggregate principal amount of $309,000,000.00 (the "T-TWO LOAN") (the NMLP Loan
and the T-Two Loan sometimes are referred to herein, collectively, as the
"LOANS"), upon the terms and subject to the conditions set forth therein.

         WHEREAS, NMLP has substantial financial dealings with T-Two and is
affiliated with T-Two (either by ownership, contractual relationship,
employment or other meaningful business relationship).

         WHEREAS, pursuant to the terms of the Call Option Agreement, NMLP has
executed and delivered a Guaranty of even date herewith, guaranteeing the
payment and performance of all T-Two Obligations arising under or pursuant to
the Loan Agreement (the "GUARANTY").

         WHEREAS, as a condition to making the Loans, the Agent and the Lenders
have required NMLP to execute and deliver this Agreement and certain other NMLP
Security Documents to secure NMLP's obligations under the Guaranty and the Loan
Agreement.

         ACCORDINGLY, in consideration of the mutual covenants contained in the
Loan Agreement and herein, the parties hereby agree as follows:

         1. Definitions. All terms defined in the recitals hereto and the Loan
Agreement that are not otherwise defined herein shall have the meanings given
them in the recitals and the Loan Agreement. All terms defined in the UCC and
not otherwise defined herein have the meanings assigned to them in the UCC. In
addition, the following terms have the meanings set forth below or in the
referenced Section of this Agreement:

                  "Account Debtor" has the meaning given that term in the UCC.

                  "Accounts" and "Accounts Receivable" means all of NMLP's
         "accounts", as such term is defined in the UCC, including each and
         every right of NMLP to the payment of money, whether such right to
         payment now exists or hereafter arises, whether such right to payment
         arises out of a sale, lease or other disposition of goods or other
         property, out of a rendering of services, out of a loan, out of the
         overpayment of taxes or other liabilities, or otherwise arises under
         any contract or agreement, whether such right to payment is created,
         generated or earned by NMLP or by some other person who subsequently
         transfers such

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         person's interest to NMLP, whether such right to payment is or is not
         already earned by performance, and howsoever such right to payment may
         be evidenced, together with all other rights and interests (including
         all Liens) which NMLP may at any time have by law or agreement against
         any Account Debtor or other obligor obligated to make any such payment
         or against any property of such Account Debtor or other obligor; all
         including but not limited to all present and future Accounts, Contract
         Rights, loans and obligations receivable, credit card receivables,
         Health-Care-Insurance Receivables, Chattel Paper, bonds, notes and
         other debt instruments, tax refunds and rights to payment in the nature
         of general intangibles.

                  "Cash Management Agreement" means that certain Cash Management
         Agreement dated of even date herewith by and between, among others,
         NMLP, T-Two, the Agent and the Lenders.

                  "Chattel Paper" has the meaning given that term in the UCC.

                  "Collateral" means all assets of NMLP including, without
         limitation, all of NMLP's Accounts, Accounts Receivable, Contract
         Rights, Commercial Tort Claims, Chattel Paper (whether Tangible or
         Electronic), Deposit Accounts, Documents, Equipment, General
         Intangibles (including Payment Intangibles and Software), Goods,
         Instruments (including any Promissory Notes), Inventory, Investment
         Property, Letter-of-Credit Rights, and all Supporting Obligations;
         together with (i) all substitutions and replacements for and products
         of any of the foregoing; (ii) in the case of all goods, all accessions;
         (iii) all accessories, attachments, parts, equipment and repairs now or
         hereafter attached or affixed to or used in connection with any goods;
         (iv) all warehouse receipts, bills of lading and other documents of
         title now or hereafter covering such goods; (v) any money, or other
         assets of NMLP that now or hereafter come into the possession, custody,
         or control of the Agent; (vi) all of NMLP's right, title and interest
         in, to, and under the Call Option Agreement; and (vii) all Proceeds of
         any and all of the foregoing.

                  "Commercial Tort Claims" has the meaning given that term in
         the UCC.

                  "Contract Rights" includes, without limitation, "contract
         rights" as now or formerly defined in the UCC and also any right to
         payment under a contract not yet earned by performance and not
         evidenced by an instrument or Chattel Paper.

                  "Deposit Accounts" has the meaning given that term in the UCC
         and also includes all depository, operating, and other accounts
         established and maintained by NMLP with the Agent, including, without
         limitation, the NMLP Cash Collateral Account.

                  "Documents" has the meaning given that term in the UCC.

                  "Electronic Chattel Paper" means Chattel Paper evidenced by a
         record or records consisting of information stored in an electronic
         medium.

                  "Equipment" means all of NMLP's "equipment", as such term is
         defined in the UCC, whether now owned or hereafter acquired, including
         but not limited to all present and future machinery, vehicles,
         furniture, fixtures, manufacturing equipment, shop equipment, office
         and recordkeeping equipment, parts, tools, supplies, and including
         specifically the goods described in any equipment schedule or list
         herewith or hereafter furnished to the Agent by NMLP.

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                  "Event of Default" has the meaning given that term in Section
         6.

                  "General Intangibles" means all of NMLP's "general
         intangibles", as such term is defined in the UCC, whether now owned or
         hereafter acquired; and also all: rights to payment for credit
         extended; deposits; amounts due to NMLP; credit memoranda in favor of
         NMLP; warranty claims; tax refunds and abatements; insurance refunds
         and premium rebates; all means and vehicles of investment or hedging,
         including, without limitation, options, warrants, and futures
         contracts; records; customer lists; telephone numbers; goodwill; causes
         of action; judgments; payments under any settlement or other agreement;
         literary rights; rights to performance; royalties; license and/or
         franchise fees; rights of admission; licenses; franchises; license
         agreements, including all rights of NMLP to enforce same; permits,
         certificates of convenience and necessity, and similar rights granted
         by any governmental authority; patents, patent applications, patents
         pending, and other intellectual property; developmental ideas and
         concepts; proprietary processes; blueprints, drawings, designs,
         diagrams, plans, reports, and charts; catalogs; manuals; technical
         data; computer software programs (including the source and object codes
         therefor), computer records, computer software, rights of access to
         computer record service bureaus, service bureau computer contracts, and
         computer data; tapes, disks, semi-conductors chips and printouts; trade
         secrets rights, copyrights, mask work rights and interests, and
         derivative works and interests; user, technical reference, and other
         manuals and materials; trade names, trademarks, service marks, and all
         goodwill relating thereto; applications for registration of the
         foregoing; and all other general intangible property of NMLP in the
         nature of intellectual property; proposals; cost estimates, and
         reproductions on paper, or otherwise, of any and all concepts or ideas,
         and any matter related to, or connected with, the design, development,
         manufacture, sale, marketing, leasing, or use of any or all property
         produced, sold, or leased, by NMLP or credit extended or services
         performed, by NMLP, whether intended for an individual customer or the
         general business of NMLP, or used or useful in connection with research
         by NMLP.

                  "Goods" has the meaning given that term in the UCC.

                  "Health-Care-Insurance Receivables" means an interest in, or
         claim under, a policy of insurance which is a right to payment of a
         monetary obligation for healthcare goods or services provided.

                  "Instruments" has the meaning given that term in the UCC.

                  "Inventory" means all of NMLP's "inventory", as such term is
         defined in the UCC, whether now owned or hereafter acquired, whether
         consisting of whole goods, spare parts or components, supplies or
         materials, whether acquired, held or furnished for sale, for lease or
         under service contracts or for manufacture or processing, and wherever
         located.

                  "Investment Property" means all of NMLP's "investment
         property", as such term is defined in the UCC, whether now owned or
         hereafter acquired, including but not limited to all securities,
         security entitlements, securities accounts, commodity contracts,
         commodity accounts, stocks, bonds, mutual fund shares, money market
         shares and U.S. Government securities.

                  "Letter-of-Credit Rights" means a right to payment or
         performance under a letter of credit, whether or not the beneficiary
         has demanded or is at the time entitled to demand

                                       -3-

<PAGE>



         payment or performance. The term does not include the right of a
         beneficiary to demand payment or performance under a letter of credit.

                  "Lien" means any security interest, mortgage, deed of trust,
         pledge, lien, charge, encumbrance, title retention agreement or
         analogous instrument or device, including the interest of each lessor
         under any capitalized lease and the interest of any bondsman under any
         payment or performance bond, in, of or on any assets or properties of a
         person, whether now owned or hereafter acquired and whether arising by
         agreement or operation of law.

                  "NMLP Cash Collateral Account" has the meaning given that term
         in the Cash Management Agreement.

                  "Payment Intangibles" means a General Intangible under which
         the Account Debtor's principal obligation is a monetary obligation.

                  "Permitted Liens" means (i) the Security Interest, (ii)
         covenants, restrictions, rights, easements and minor irregularities in
         title which do not materially interfere with NMLP's business or
         operations as presently conducted, (iii) Liens in existence on the date
         hereof and described on Exhibit A hereto, and (iv) as to after acquired
         property, any Liens subject to which such property is acquired.

                  "Proceeds" has the meaning given that term in the UCC.

                  "Promissory Notes" means an instrument that evidences a
         promise to pay a monetary obligation, does not evidence an order to
         pay, and does not contain an acknowledgment by a bank that the bank has
         received for deposit a sum of money of funds.

                  "Security Interest" has the meaning given that term in Section
         2.

                  "Software" means a computer program and any supporting
         information provided in connection with a transaction relating to the
         program. The term does not include a computer program that is included
         in the definition of Goods.

                  "Supporting Obligations" means a Letter-of-Credit Right, or
         secondary obligation that supports the payment or performance of an
         Account, Chattel Paper, a Document, a General Intangible, an Instrument
         or Investment Property.

                  "Tangible Chattel Paper" means Chattel Paper evidenced by a
         record or records consisting of information that is inscribed on a
         tangible medium.

                  "UCC" means the Uniform Commercial Code as in effect from time
         to time in The Commonwealth of Massachusetts.

         2. Security Interest. NMLP hereby grants the Agent a security interest
(the "Security Interest") in the Collateral to secure payment of the NMLP
Obligations.


         3. Representations, Warranties and Agreements. NMLP hereby represents,
warrants and agrees as follows:


                                       -4-

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                  (1) TITLE. NMLP (i) has absolute title to each item of
         Collateral in existence on the date hereof, free and clear of all Liens
         except the Security Interest and the Permitted Liens, (ii) will have,
         at the time NMLP acquires any rights in Collateral hereafter arising,
         absolute title to each such item of Collateral free and clear of all
         Liens except Permitted Liens, (iii) will keep all Collateral free and
         clear of all Liens except Permitted Liens, and (iv) will defend the
         Collateral against all claims or demands of all persons other than the
         Agent. NMLP will not sell or otherwise dispose of the Collateral or any
         interest therein, outside the ordinary course of business, without the
         prior written consent of the Agent, except as permitted under the Loan
         Agreement.

                  (2) CHIEF EXECUTIVE OFFICE; IDENTIFICATION NUMBER. NMLP's
         chief executive office and principal place of business is located at
         the address set forth under its signature below. NMLP's federal
         employer identification number is correctly set forth under its
         signature below.

                  (3) CHANGES IN NAME OR LOCATION. NMLP will not change its name
         without prior written notice to the Agent. NMLP will not change its
         business address without prior written notice to the Agent.

                  (4) FIXTURES. NMLP will not permit any tangible Collateral to
         become part of or to be affixed to any real property without first
         assuring to the reasonable satisfaction of the Agent that the Security
         Interest will be prior and senior to any Lien then held or thereafter
         acquired by any mortgagee of such real property or the owner or
         purchaser of any interest therein.

                  (5) RIGHTS TO PAYMENT. To NMLP's Knowledge, each right to
         payment and each instrument, document, chattel paper and other
         agreement constituting or evidencing Collateral is (or will be when
         arising, issued or assigned to the Agent) the valid, genuine and
         legally enforceable obligation, subject to no defense, setoff or
         counterclaim (other than those arising in the ordinary course of
         business), of the Account Debtor or other obligor named therein or in
         NMLP's records pertaining thereto as being obligated to pay such
         obligation. NMLP will neither agree to any material modification or
         amendment nor agree to any forbearance, release or cancellation of any
         such obligation, and will not subordinate any such right to payment to
         claims of other creditors of such Account Debtor or other obligor.

                  (6) MISCELLANEOUS COVENANTS. NMLP will:

                           (1) keep all tangible Collateral in good repair,
                  working order and condition, normal depreciation excepted, and
                  will, from time to time, replace any worn, broken or defective
                  parts thereof;

                           (2) promptly pay all taxes (other than income taxes
                  on the income of Agent or any of the Lenders) and other
                  governmental charges levied or assessed upon or against any
                  Collateral or upon or against the creation, perfection or
                  continuance of the Security Interest, except if contested in
                  accordance with Section 9.1 of the Loan Agreement;

                           (3) at all reasonable times, permit the Agent or
                  its representatives to examine or inspect any Collateral,
                  wherever located, and to examine, inspect and copy NMLP's
                  books and records pertaining to the Collateral and its
                  business and

                                       -5-

<PAGE>



                  financial condition and, upon the occurrence and during the
                  continuance of an Event of Default, to send and discuss with
                  Account Debtors and other obligors requests for verifications
                  of amounts owed to NMLP;

                           (4) keep accurate and complete records pertaining to
                  the Collateral and pertaining to NMLP's business and financial
                  condition and submit to the Agent such periodic reports
                  concerning the Collateral and NMLP's business and financial
                  condition as the Agent may from time to time reasonably
                  request;

                           (5) promptly notify the Agent of any loss of or
                  material damage to any Collateral or of any adverse change,
                  known to NMLP, in the prospect of payment of any material sums
                  due on or under any instrument, chattel paper, or account
                  constituting Collateral;

                           (6) if the Agent at any time so requests (after the
                  occurrence and during the continuance of an Event of Default),
                  promptly deliver to the Agent any instrument, document or
                  chattel paper constituting Collateral, duly endorsed or
                  assigned by NMLP;

                           (7) at all times keep all tangible Collateral
                  insured as provided in the Loan Agreement;

                           (8) from time to time execute such financing
                  statements as the Agent may reasonably require in order to
                  perfect the Security Interest and, if any Collateral consists
                  of a motor vehicle, execute such documents as may be required
                  to have the Security Interest properly noted on a certificate
                  of title;

                           (9) pay when due or reimburse the Agent on demand
                  for all costs of collection of any of the Obligations and all
                  other out-of-pocket expenses (including in each case all
                  reasonable attorneys' fees) incurred by the Agent in
                  connection with the creation, perfection, satisfaction,
                  protection, defense or enforcement of the Security Interest or
                  the creation, continuance, protection, defense or enforcement
                  of this Agreement or any or all of the NMLP Obligations,
                  including expenses incurred in any litigation or bankruptcy or
                  insolvency proceedings;

                           (10) execute, deliver or endorse any and all
                  instruments, documents, assignments, security agreements and
                  other agreements and writings which the Agent may at any time
                  reasonably request in order to secure, protect, perfect or
                  enforce the Security Interest and the Agent's rights under
                  this Agreement; and

                           (11) not use or keep any Collateral, or permit it to
                  be used or kept, for any unlawful purpose or in violation of
                  any federal, state or local law, statute or ordinance.

                  (7) AGENT'S RIGHT TO TAKE ACTION. NMLP authorizes the Agent to
         file such financing statements as the Agent deems reasonably necessary
         to perfect the Security Interest in the Collateral. Further, if NMLP at
         any time fails to perform or observe any agreement contained in Section
         3(f), and if such failure continues for a period of ten (10) business
         days after the Agent gives NMLP written notice thereof, the Agent may
         (but need not) perform or observe such agreement on behalf and in the
         name, place and stead of NMLP (or, at the

                                       -6-

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         Agent's option, in the Agent's own name) and may (but need not) take
         any and all other actions which the Agent may reasonably deem necessary
         to cure or correct such failure (including, without limitation the
         payment of taxes, the satisfaction of security interests, liens, or
         encumbrances, the performance of obligations under contracts or
         agreements with Account Debtors or other obligors, the procurement and
         maintenance of insurance, the execution of financing statements, the
         endorsement of instruments, and the procurement of repairs or
         transportation); and, except to the extent that the effect of such
         payment would be to render any loan or forbearance of money usurious or
         otherwise illegal under any applicable law, NMLP shall thereupon pay
         the Agent on demand the amount of all moneys expended and all costs and
         expenses (including reasonable attorneys' fees) incurred by the Agent
         in connection with or as a result of the Agent's performing or
         observing such agreements or taking such actions, together with
         interest thereon from the date expended or incurred by the Agent at the
         highest rate then applicable to any of the NMLP Obligations.

                  (8) POWER OF ATTORNEY. NMLP hereby irrevocably appoints (which
         appointment is coupled with an interest) the Agent, or its delegate, as
         the attorney-in-fact of NMLP with the right (but not the duty) from
         time to time, following the occurrence and during the continuance of an
         Event of Default, to: (a) create, prepare, complete, execute, deliver,
         endorse or file, in the name and on behalf of NMLP, any and all
         instruments, documents, financing statements, applications for
         insurance and other agreements and writings required to be obtained,
         executed, delivered or endorsed by NMLP under this Section 3; (b) to
         convert the Collateral into cash, including, without limitation, the
         sale (either public or private) of all or any portion or portions of
         the Collateral; (c) to enforce collection of the Collateral, either in
         its own name or in the name of NMLP, including, without limitation,
         executing releases, compromising or settling with any Account Debtors
         and prosecuting, defending, compromising or releasing any action
         relating to the Collateral; (d) to receive, open and dispose of all
         mail addressed to NMLP and to take therefrom any remittances or
         proceeds of Collateral in which the Agent has a security interest; (e)
         to notify post office authorities to change the address for delivery of
         mail addressed to NMLP to such address as the Agent shall designate;
         (f) to endorse the name of NMLP in favor of the Agent upon any and all
         checks, drafts, money orders, notes, acceptances or other instruments
         of the same or different nature; (g) to sign and endorse the name of
         NMLP on and to receive as secured party any of the Collateral, any
         invoices, schedules of Collateral, freight or express receipts, or
         bills of lading, storage receipts, warehouse receipts, or other
         documents of title of the same or different nature relating to the
         Collateral; (h) to sign the name of NMLP on any notice to the Account
         Debtors or on verification of the Collateral; and (h) to sign and file
         or record on behalf of NMLP any financing or other statement in order
         to perfect or protect the Agent's security interest. The Agent shall
         not be obliged to do any of the acts or exercise any of the powers
         hereinabove authorized, but if the Agent elects to do any such act or
         exercise any such power, it shall not be accountable for more than it
         actually receives as a result of such exercise of power, and it shall
         not be responsible to NMLP except for willful misconduct in bad faith.
         All powers conferred upon the Agent by this Agreement, being coupled
         with an interest, shall be irrevocable so long as any NMLP Obligation
         of NMLP to the Agent shall remain unpaid.

         4. Assignment of Insurance. NMLP hereby assigns to the Agent, as
additional security for the payment of the NMLP Obligations, any and all moneys
(including but not limited to proceeds of insurance and refunds of unearned
premiums) due or to become due under, and all other rights of NMLP under or with
respect to, any and all policies of insurance covering the Collateral, and NMLP
hereby directs the issuer of any such policy to pay any such moneys directly to
the Agent, following

                                       -7-

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the occurrence and during the continuance of an Event of Default. After the
occurrence of an Event of Default, the Agent may (but need not), in its own name
or in NMLP's name, execute and deliver proofs of claim, receive all such moneys,
endorse checks and other instruments representing payment of such moneys, and
adjust, litigate, compromise or release any claim against the issuer of any such
policy.

         5. Events of Default. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called "Event of
Default"): (i) an Event of Default shall occur under the Loan Agreement or any
other NMLP Loan Document; or (ii) NMLP shall fail to observe or perform any
covenant or agreement herein binding on it and such failure is not cured within
the periods set forth in Section 10.2 of the Loan Agreement.

         6. Remedies upon Event of Default. Upon the occurrence and during the
continuance of an Event of Default, the Agent may exercise any one or more of
the following rights and remedies: (i) declare all unmatured NMLP Obligations to
be immediately due and payable, and the same shall thereupon be immediately due
and payable, without presentment or other notice or demand; (ii) exercise and
enforce any or all rights and remedies available upon default to a secured party
under the UCC, including but not limited to the right to take possession of any
Collateral, proceeding without judicial process or by judicial process (without
a prior hearing or notice thereof, which NMLP hereby expressly waives), and the
right to sell, lease or otherwise dispose of any or all of the Collateral, and
in connection therewith, the Agent may require NMLP to make the Collateral
available to the Agent at a place to be designated by the Agent which is
reasonably convenient to both parties, and if notice to NMLP of any intended
disposition of Collateral or any other intended action is required by law in a
particular instance, such notice shall be deemed commercially reasonable if
given (in the manner specified in Section 8) at least ten (10) days prior to the
date of intended disposition or other action; (iii) exercise any right, remedy,
power, privilege or discretion of NMLP pursuant to the Call Option Agreement,
including, without limitation, NMLP's right under the Call Option Agreement to
acquire either (a) a 100% ownership interest in T-Two or (b) T-Two's ownership
interest in the Grantor Trust T-1 Certificate and Grantor Trust T-2 Certificate;
and (iv) exercise or enforce any or all other rights or remedies available to
the Agent by law or agreement against the Collateral, against NMLP or against
any other person or property. The Agent is hereby granted a nonexclusive,
worldwide and royalty-free license to use or otherwise exploit all intellectual
property owned by or licensed to NMLP that the Agent deems necessary or
appropriate to the disposition of any Collateral.

         7. Other Personal Property. Unless, at the time the Agent takes
possession of any tangible Collateral, or within seven days thereafter, NMLP
gives written notice to the Agent of the existence of any goods, papers or other
property of NMLP, not affixed to or constituting a part of such Collateral, but
which are located or found upon or within such Collateral, describing such
property, the Agent shall not be responsible or liable to NMLP for any action
taken or omitted by or on behalf of the Agent with respect to such property.

         8. Notice. All notices and other communications hereunder shall be in
writing and shall be (a) personally delivered, (b) sent by first class United
States mail, (c) sent by overnight courier of national reputation, or (d)
transmitted by telecopy, in each case addressed or telecopied to the party to
whom notice is being given at its address or telecopier number as set forth
below its signature or, as to each party, at such other address or telecopier
number as may hereafter be designated by such party in a written notice to the
other party complying as to delivery with the terms of this Section. All such
notices, requests, demands and other communications shall be deemed to have been
given on (i) the date received if personally delivered, (ii) five (5) days after
being deposited in the mail if

                                       -8-

<PAGE>



delivered by mail, (iii) the date received if sent by overnight courier, or (iv)
the date of receipt if delivered by telecopy.

         9. Termination. Upon the payment in full of the NMLP Obligations, in
immediately available funds, including, without limitation, all unreimbursed
costs and expenses of the Agent and of each Lender for which NMLP is
responsible, the Agent shall release the Collateral granted to the Agent as
provided for herein. However, such release by the Agent shall not be deemed to
terminate or release NMLP from any obligation or liability under this Agreement
which specifically by its terms survives the payment in full of the NMLP
Obligations.

         10. Miscellaneous. This Agreement has been duly and validly authorized
by all necessary action. This Agreement does not contemplate a sale of accounts,
or chattel paper. This Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interest can be released, only explicitly in a
writing signed by the Agent, and, in the case of amendment or modification, in a
writing signed by NMLP. A waiver signed by the Agent shall be effective only in
the specific instance and for the specific purpose given. Mere delay or failure
to act shall not preclude the exercise or enforcement of any of the Agent's
rights or remedies. All rights and remedies of the Agent shall be cumulative and
may be exercised singularly or concurrently, at the Agent's option, and the
exercise or enforcement of any one such right or remedy shall neither be a
condition to nor bar the exercise or enforcement of any other. The Agent's duty
of care with respect to Collateral in its possession (as imposed by law) shall
be deemed fulfilled if the Agent exercises reasonable care in physically
safekeeping such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person, exercises reasonable care in the
selection of the bailee or other third person, and the Agent need not otherwise
preserve, protect, insure or care for any Collateral. The Agent shall not be
obligated to preserve any rights NMLP may have against prior parties, to realize
on the Collateral at all or in any particular manner or order, or to apply any
cash proceeds of Collateral in any particular order of application. This
Agreement shall be binding upon and inure to the benefit of NMLP and the Agent
and their respective successors and assigns and shall take effect when signed by
NMLP and delivered to the Agent, and NMLP waives notice of the Agent's
acceptance hereof. The Agent may execute this Agreement if appropriate for the
purpose of filing, but the failure of the Agent to execute this Agreement shall
not affect or impair the validity or effectiveness of this Agreement. A carbon,
photographic or other reproduction of this Agreement or of any financing
statement signed by NMLP shall have the same force and effect as the original
for all purposes of a financing statement. This Agreement shall be governed by
and construed in accordance with the substantive laws (other than conflict laws)
of The Commonwealth of Massachusetts. If any provision or application of this
Agreement is held unlawful or unenforceable in any respect, such illegality or
unenforceability shall not affect other provisions or applications which can be
given effect and this Agreement shall be construed as if the unlawful or
unenforceable provision or application had never been contained herein or
prescribed hereby. All representations and warranties contained in this
Agreement shall survive the execution, delivery and performance of this
Agreement and the creation and payment of the NMLP Obligations. The parties
hereto hereby (i) consent to the personal jurisdiction of the state and federal
courts located in The Commonwealth of Massachusetts in connection with any
controversy related to this Agreement; (ii) waive any argument that venue in any
such forum is not convenient, (iii) agree that any litigation initiated by the
Agent or NMLP in connection with this Agreement or the other NMLP Loan Documents
may be venued in either the state or federal courts located in Boston,
Massachusetts; and (iv) agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.


                                       -9-

<PAGE>



         THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.

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

NMLP:                         THE NEWKIRK MASTER LIMITED PARTNERSHIP,
                              A Delaware limited partnership

                              By:  MLP GP LLC, its General Partner

                                   By: Newkirk MLP Corp., its Manager


                                   By:
                                      -----------------------------------------
                                       Carolyn Tiffany, Chief Operating Officer

                              Addresses:

                              1.   Chief Executive Office:
                                   c/o First Winthrop Corporation
                                   7 Bulfinch Place, Suite 500
                                   Boston, Massachusetts 02114

                              2.   Principal Place of Business:
                                   c/o First Winthrop Corporation
                                   7 Bulfinch Place, Suite 500
                                   Boston, Massachusetts 02114


AGENT:                        FLEET NATIONAL BANK,
                              A national banking association


                              By:
                                 --------------------------------
                                       Scott C. Dow
                                       duly authorized









                                      -10-

<PAGE>


                                    EXHIBIT A


                                 PERMITTED LIENS




Liens in favor of Integrated Group with respect to NMLP's ownership interests in
and to Newkirk GP LLC, Newkirk Finco LLC and Newkirk Capital LLC.





















                                      -11-