Exhibit 10.7

                         SECURITY AGREEMENT (ALL ASSETS)

      This Security Agreement (All Assets) (this "Agreement"), dated as of
January 30, 2002, is made by and between THE NEWKIRK MASTER LIMITED PARTNERSHIP,
a Delaware limited partnership (the "Debtor"), 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 Loan Agreement dated as of January 30,
2002 (as amended, supplemented or otherwise modified from time to time, the
"Loan Agreement") entered into by and among the Debtor, the Agent and the
Lenders, the Agent and the Lenders have agreed to make a loan (the "Loan") to
the Debtor in the aggregate principal amount of $225,000,000.00, upon the terms
and subject to the conditions set forth therein.

      WHEREAS, as a condition to extending the Loan to the Debtor, the Agent and
the Lenders have required the Debtor to execute and deliver this Agreement and
certain other Security Documents to secure the Debtor's Obligations under 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:

            "Accounts" and "Accounts Receivable" means all of the Debtor's
      "accounts", as such term is defined in the UCC, including each and every
      right of the Debtor 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 the
      Debtor or by some other person who subsequently transfers such person's
      interest to the Debtor, 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 the Debtor 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.

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

            "Collateral" means all of the Debtor'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


                                       -1-
<PAGE>

      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 the Debtor that now
      or hereafter come into the possession, custody, or control of the Agent;
      and (vi) proceeds of any and all of the foregoing. "Collateral" shall also
      mean and include all of the Debtor's right, title and interest in and to
      the Put-Call Option Agreement.

            "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" means a demand, time, savings, passbook, or other
      similar account maintained by a bank. The term does not include investment
      property or accounts evidenced by an instrument.

            "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 the Debtor'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 the Debtor.

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

            "General Intangibles" means all of the Debtor'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 the Debtor; credit memoranda in favor of the Debtor;
      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 the Debtor 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


                                       -2-
<PAGE>

      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 the Debtor 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 the Debtor or credit extended or services performed, by the
      Debtor, whether intended for an individual customer or the general
      business of the Debtor, or used or useful in connection with research by
      the Debtor.

            "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 the Debtor'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 the Debtor'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 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.

            "Obligations" has the meaning given that term in the Loan 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 the Borrower'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.


                                       -3-
<PAGE>

            "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.

            "Put-Call Option Agreement " has the meaning given that term in the
      Loan Agreement.

            "Security Interest" has the meaning given 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 Uniform Commercial Code as in effect from time to time
      (including after July 1, 2001) in The Commonwealth of Massachusetts.

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

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

            (a) Title. The Debtor (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 the Debtor 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. The
      Debtor 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.

            (b) Chief Executive Office; Identification Number. The Debtor's
      chief executive office and principal place of business is located at the
      address set forth under its signature below. The Debtor's federal employer
      identification number is correctly set forth under its signature below.

            (c) Changes in Name or Location. The Debtor will not change its name
      without prior written notice to the Agent. The Debtor will not change its
      business address without prior written notice to the Agent.

            (d) Fixtures. The Debtor 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


                                       -4-
<PAGE>

      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.

            (e) Rights to Payment. To the Debtor'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 the Debtor's records pertaining
      thereto as being obligated to pay such obligation. The Debtor 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.

            (f) Miscellaneous Covenants. The Debtor will:

                  (i) 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;

                  (ii) 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;

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

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

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

                  (vi) 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 the
            Debtor;

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


                                       -5-
<PAGE>

                  (viii) 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;

                  (ix) 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 Obligations, including expenses incurred in any litigation or
            bankruptcy or insolvency proceedings;

                  (x) 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

                  (xi) 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.

            (g) Agent's Right to Take Action. The Debtor authorizes the Agent to
      file such financing statements as the Agent deems reasonably necessary to
      perfect the Security Interest in the Collateral. Further, if the Debtor 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 the Debtor written notice thereof, the Agent may
      (but need not) perform or observe such agreement on behalf and in the
      name, place and stead of the Debtor (or, at the 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, the
      Debtor 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 Obligations.

            (h) Power of Attorney. The Debtor hereby irrevocably appoints (which
      appointment is coupled with an interest) the Agent, or its delegate, as
      the attorney-in-fact of the Debtor 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 the Debtor, any and all
      instruments, documents, financing statements, applications for insurance
      and other agreements and writings required to be obtained, executed,
      delivered or endorsed by the Debtor under this


                                       -6-
<PAGE>

      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 the Debtor, 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 the Debtor 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 the Debtor to such address as the Agent shall designate; (f)
      to endorse the name of the Debtor 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 the
      Debtor 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 the Debtor on any notice to the Account Debtors or on
      verification of the Collateral; and (h) to sign and file or record on
      behalf of the Debtor 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
      the Debtor 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 Obligation of the Debtor to
      the Agent shall remain unpaid.

      4. Assignment of Insurance. The Debtor hereby assigns to the Agent, as
additional security for the payment of the 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 the Debtor under
or with respect to, any and all policies of insurance covering the Collateral,
and the Debtor hereby directs the issuer of any such policy to pay any such
moneys directly to the Agent, following 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 the Debtor'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 Loan
Document; or (ii) the Debtor 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 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 the Debtor 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 the Debtor to
make the Collateral


                                       -7-
<PAGE>

available to the Agent at a place to be designated by the Agent which is
reasonably convenient to both parties, and if notice to the Debtor 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 the Debtor pursuant to the
Put-Call Option Agreement, including, without limitation, the Debtor's right
under the Put-Call Option Agreement to acquire a 100% ownership interest in
T-Two Partners, L.P., a Delaware limited partnership, and to issue in exchange
therefor limited partnership units in the Debtor; and (iv) exercise or enforce
any or all other rights or remedies available to the Agent by law or agreement
against the Collateral, against the Debtor 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 the Debtor 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, the Debtor gives
written notice to the Agent of the existence of any goods, papers or other
property of the Debtor, 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 the
Debtor 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 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 Obligations, in
immediately available funds, including, without limitation, all unreimbursed
costs and expenses of the Agent and of each Lender for which the Debtor 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 the Debtor from any obligation or liability under this
Agreement which specifically by its terms survives the payment in full of the
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 the Debtor. 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


                                       -8-
<PAGE>

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 the Debtor
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 the Debtor and the Agent and their respective successors and
assigns and shall take effect when signed by the Debtor and delivered to the
Agent, and the Debtor 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 the
Debtor 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 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 the
Debtor in connection with this Agreement or the other 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.

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


                                       -9-
<PAGE>

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

                                   THE NEWKIRK MASTER LIMITED PARTNERSHIP,
                                   A Delaware limited partnership

                                   By: MLP GP LLC, its General Partner

                                   By: Newkirk MLP Corp., its Manager

                                   By: /s/ Lara Sweeney
                                       -----------------------------------------
                                       Lara Sweeney, Senior Vice President

                                   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


                                   FLEET NATIONAL BANK,
                                   A national banking association

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


                                      -10-
<PAGE>

                                    EXHIBIT A

                                 PERMITTED LIENS

                                      None


                                      -11-