EXHIBIT INDEX

(3)      Article of Incorporation and By-Laws

3.1      The Article of Amendment and  Restatement of Property
         Capital Trust, Inc., incorporated herein by reference
         to Exhibit 3.1 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  December  31,  1999,
         filed with the Securities and Exchange  Commission on
         March 29, 2000 (file no. 000-26215).

3.2      By-Laws of Property Capital Trust, Inc., incorporated
         herein by reference  to Exhibit 3.2 to the  Company's
         Annual  Report on Form 10-K for the fiscal year ended
         December  31,  1999,  filed with the  Securities  and
         Exchange  Commission  on March  29,  2000  (file  no.
         000-26215).

(4)      Instruments Defining Rights of Shareholders

4.1      Second  Amended  and  Restated  Agreement  of Limited
         Partnership   of  Property   Capital   Trust  Limited
         Partnership,  dated as of May 28,  1999 by and  among
         Property  Capital  Trust,  Inc. and the persons whose
         names are set forth on Exhibit  A-1  therein is filed
         herewith as Exhibit 4.1.

(27)     Financial Data Schedule is filed herewith as Exhibit 27.


<PAGE>





                                 Exhibit 4.1

                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   PROPERTY CAPITAL TRUST LIMITED PARTNERSHIP
       (formerly known as Framingham York Associates Limited Partnership)

THE  PARTNERSHIP  INTERESTS  OF THE  LIMITED  PARTNERS  ISSUED  PURSUANT TO THIS
LIMITED PARTNERSHIP  AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR  UNDER  THE  SECURITIES  OR  "BLUE  SKY"  LAWS OF ANY  STATE OR OTHER
JURISDICTION,  AND MAY NOT BE SOLD OR  TRANSFERRED  UNLESS  THEY ARE  REGISTERED
UNDER THE  SECURITIES ACT OF 1933 AND ANY OTHER  APPLICABLE  SECURITIES OR "BLUE
SKY" LAWS, OR UNLESS AN EXEMPTION  FROM SUCH  REGISTRATION  IS  AVAILABLE.  SUCH
PARTNERSHIP  INTERESTS ARE SUBJECT TO THE  RESTRICTIONS ON TRANSFER SET FORTH IN
THIS AGREEMENT.

                                                                    May 28, 1999


<PAGE>

<TABLE>


                                TABLE OF CONTENTS
<CAPTION>

                                                                         PAGE
<S>           <C><C>                                                     <C>

ARTICLE 1         DEFINED TERMS                                            2

ARTICLE 2         ORGANIZATIONAL MATTERS                                  12
  Section 2.1  Formation                                                  12
  Section 2.2  Name                                                       12
  Section 2.3  Principal Office                                           13
  Section 2.4  Power of Attorney                                          13
  Section 2.5  Term                                                       14

ARTICLE 3         PURPOSE                                                 14
  Section 3.1  Purpose and Business                                       14
  Section 3.2  Powers                                                     15

ARTICLE 4         CAPITAL CONTRIBUTIONS                                   15
  Section 4.1  Capital Contributions of the Partners                      15
  Section 4.2  Issuances of Additional Partnership Interests              16
  Section 4.3  Contribution of Proceeds of Issuance of REIT Shares        16

ARTICLE 5         DISTRIBUTIONS17
  Section 5.1  Requirement and Characterization of Distributions          17
  Section 5.2  Amounts Withheld                                           18
  Section 5.3  Distributions Upon Liquidation                             18
  Section 5.4  Revisions to Reflect Issuance of Additional Partnership
               Interests                                                  18

ARTICLE 6         ALLOCATIONS                                             18

ARTICLE 7         MANAGEMENT AND OPERATIONS OF BUSINESS                   21
  Section 7.1  Management                                                 21
  Section 7.2  Certificate of Limited Partnership                         25
  Section 7.3  Restrictions on General Partner Authority                  25
  Section 7.4  Reimbursement of the General Partner and the Company;
               DRIP's and Repurchase Programs                             25
  Section 7.5  Outside Activities of the General Partner                  26
  Section 7.6  Contracts with Affiliates                                  26
  Section 7.7  Indemnification                                            27
  Section 7.8  Liability of the General Partner                           29
  Section 7.9  Other Matters Concerning the General Partner               29
  Section 7.10 Title to Partnership Assets                                30
  Section 7.11 Reliance by Third Parties                                  31

ARTICLE 8         RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS              31
  Section 8.1   Limitation of Liability                                   31
  Section 8.2   Management of Business                                    31
  Section 8.3   Outside Activities of Limited Partners                    32
  Section 8.4   Return of Capital                                         32
  Section 8.5   Rights of Limited Partners Relating to the Partnership    32
  Section 8.6   Common Unit Redemption Right                              33
  Section 8.7   Series A Preferred Units Redemption Right                 34
  Section 8.8   Series B Preferred Units Redemption Right                 34

ARTICLE 9         BOOKS, RECORDS, ACCOUNTING AND REPORTS                  35
  Section 9.1   Records and Accounting                                    35
  Section 9.2   Fiscal Year                                               35
  Section 9.3   Reports                                                   35

ARTICLE 10        TAX MATTERS                                             35
  Section 10.1  Preparation of Tax Returns                                35
  Section 10.2  Tax Elections                                             36
  Section 10.3  Tax Matters Partner                                       36
  Section 10.4  Organizational Expenses                                   37
  Section 10.5  Withholding                                               38

ARTICLE 11        TRANSFERS AND WITHDRAWALS                               39
  Section 11.1  Transfer                                                  39
  Section 11.2  Limited Partners'Rights to Transfer                       39
  Section 11.3  Substituted Limited Partners                              40
  Section 11.4  Assignees                                                 41
  Section 11.5  General Provisions                                        41

ARTICLE 12        ADMISSION OF PARTNERS                                   42
  Section 12.1  Admission of Successor General Partner                    42
  Section 12.2  Admission of Additional Limited Partners                  42
  Section 12.3  Amendment of Agreement and Certificate of Limited
                Partnership                                               43

ARTICLE 13        DISSOLUTION, LIQUIDATION AND TERMINATION                43
  Section 13.1  Dissolution                                               43
  Section 13.2  Winding Up                                                44
  Section 13.3  Compliance with Timing Requirements of Regulations        45
  Section 13.4  Deemed Termination                                        46
  Section 13.5  Rights of Limited Partners                                46
  Section 13.6  Notice of Dissolution                                     46
  Section 13.7  Termination of Partnership and Cancellation of
                Certificate of Limited Partnership                        46
  Section 13.8  Reasonable Time for Winding-Up                            46
  Section 13.9  Waiver of Partition                                       46

ARTICLE 14        AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS            47
  Section 14.1  Amendments                                                47
  Section 14.2  Meetings of the Partners                                  48

ARTICLE 15        GENERAL PROVISIONS                                      50
  Section 15.1  Restrictive Covenants                                     50
  Section 15.2  Addresses and Notice                                      50
  Section 15.3  Titles and Captions                                       50
  Section 15.4  Pronouns and Plurals                                      50
  Section 15.5  Further Action                                            50
  Section 15.6  Binding Effect                                            51
  Section 15.7  Creditors                                                 51
  Section 15.8  Waiver                                                    51
  Section 15.9  Counterparts                                              51
  Section 15.10 Applicable Law                                            51
  Section 15.11 Invalidity of Provisions                                  51
  Section 15.12 Entire Agreement                                          51

</TABLE>


<PAGE>



                            Index of Exhibits to the
                           Second Amended and Restated
                        Agreement of Limited Partnership


          Exhibit A-1      Partners Contributions and Partnership Interests

          Exhibit A-2      Partnership Capital Accounts

          Exhibit B        Capital Account Maintenance

          Exhibit C        Special Allocation Rules

          Exhibit D        Notice of Redemption

          Exhibit E        Recourse Debt Level Schedule

          Exhibit F        Series A Preferred Units Redemption Right

          Exhibit G        Series B Preferred Units Redemption Right

Copies of the exhibits to the Second  Amended and Restated  Agreement of Limited
Partnership  will be furnished to the  Securities and Exchange  Commission  upon
request.


<PAGE>





                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   PROPERTY CAPITAL TRUST LIMITED PARTNERSHIP

     THIS SECOND  AMENDED  AND  RESTATED  AGREEMENT  OF LIMITED  PARTNERSHIP  OF
PROPERTY CAPITAL TRUST LIMITED PARTNERSHIP (this  "Agreement"),  dated as of May
28, 1999, is entered into by and among Property Capital Trust,  Inc., a Maryland
corporation (the "COMPANY"),  AND THE PERSONS (AS DEFINED BELOW) WHOSE NAMES ARE
SET FORTH ON EXHIBIT  A-1  attached  hereto  (as it may be amended  from time to
time).

     WHEREAS, this Partnership, originally known as Framingham York Laboratories
Associates  Limited   Partnership  (which  name  was  subsequently   changed  to
Framingham York  Associates  Limited  Partnership),  was formed on September 27,
1984  pursuant to the  Uniform  Limited  Partnership  Act of  Massachusetts,  as
amended (the "Act");

     WHEREAS,  an Amended and Restated  Agreement of Limited  Partnership of the
Partnership, dated as of December 21, 1984, was entered into among Bruce A. Beal
and Robert L. Beal,  each an  individual,  as general  partners,  and certain of
those Persons whose NAMES ARE SET FORTH ON EXHIBIT A-1, as limited partners (the
"Original Agreement");

     WHEREAS,  the Partnership entered into a Contribution and Merger Agreement,
dated as of October 16, 1998, with Property Capital Trust Limited Partnership, a
Massachusetts limited partnership ("PCT LP"), as amended,  pursuant to which PCT
LP would be merged with and into the  Partnership,  with the  Partnership as the
surviving limited partnership (the "PCT LP Merger");

     WHEREAS, the PCT LP Merger became effective on the date hereof;

     WHEREAS,  in  connection  with the PCT LP Merger  and in  exchange  for the
interest of each partner of the  Partnership and PCT LP, AS SET FORTH IN EXHIBIT
A-1 attached hereto,  additional Persons have been admitted into the Partnership
as limited partners and general partner;

     WHEREAS,  the Partners have agreed that the fair market value of the assets
of the surviving limited partnership at the time of the contribution  thereof is
equal to $3,000,000 (after the deduction of the liabilities to which such assets
are subject);

     WHEREAS,   the  Partners  have  agreed  that  their  Capital   Account  (as
hereinafter  defined)  balances  shall be restated as set FORTH ON EXHIBIT  A-2;
attached hereto;

     WHEREAS, the Partnership changed its name to Property Capital Trust Limited
Partnership; and

     WHEREAS,  the Partners of the  Partnership  desire to amend and restate the
Original Agreement on the terms and conditions hereinafter set forth.

     NOW, THEREFORE, the Partners hereby amend and restate this Agreement as set
forth in full below  pursuant to the  authority  granted to the  Partners  under
Section  9.11 of the  Original  Agreement  and adopt  this  Second  Amended  and
Restated Agreement in full substitution of the Original Agreement.

                                    ARTICLE 1
                                  DEFINED TERMS

     The  following  definitions  shall be for all  purposes,  unless  otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

     "ACT" has the meaning set forth in the recitals hereof.

     "ADDITIONAL  LIMITED PARTNER" means a Person admitted to the Partnership as
a Limited  Partner  pursuant to Sections 4.2 and 12.2 hereof and who is shown as
such on the books and records of the Partnership.

     "ADJUSTED  CAPITAL  ACCOUNT" means the Capital Account  maintained for each
Partner as of the end of each  Partnership  taxable  year (i)  increased  by any
amounts which such Partner is obligated to restore  pursuant to any provision of
this  Agreement  or is  deemed  to be  obligated  to  restore  pursuant  to  the
penultimate  sentences of Regulations Sections  1.704-2(g)(1) and 1.704-2(i)(5);
and  (ii)   decreased   by  the  items   described   in   Regulations   Sections
1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5),  and 1.704-1(b)(2)(ii)(d)(6).
The foregoing  definition of Adjusted Capital Account is intended to comply with
the  provisions  of  Regulations  Section   1.704-1(b)(2)(ii)(d)  and  shall  be
interpreted consistently therewith.

     "ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect to any Partner,  the
deficit  balance,  if any, in such Partner's  Adjusted Capital Account as of the
end of the relevant Partnership taxable year.

     "ADJUSTED  PROPERTY"  MEANS ANY PROPERTY,  THE CARRYING  VALUE OF WHICH HAS
BEEN ADJUSTED PURSUANT TO EXHIBIT B hereof.  Once an Adjusted Property is deemed
distributed  by, and  recontributed  to, the  Partnership for federal income tax
purposes upon a termination  thereof  pursuant to Section 708 of the Code,  such
property shall thereafter  constitute a Contributed  Property until the Carrying
VALUE OF SUCH PROPERTY IS FURTHER ADJUSTED PURSUANT TO EXHIBIT B hereof.

     "AFFILIATE"  means,  with  respect to any  Person,  any Person  directly or
indirectly controlling,  controlled by or under common control with such Person.
For  purposes  of this  definition,  "control,"  when used with  respect  to any
Person,  means the power to direct the  management  and policies of such Person,
directly or indirectly,  whether through the ownership of voting securities,  by
contract  or  otherwise,  and the  terms  "controlling"  and  "controlled"  have
meanings  correlative to the foregoing.  No officer,  director or stockholder of
the General  Partner  shall be  considered  an Affiliate of the General  Partner
solely as a result of serving in such  capacity  or being a  stockholder  of the
General Partner.

     "AGREED VALUE" means (i) in the case of any Contributed  Property as of the
time of its contribution to the Partnership,  the 704(c) Value of such property,
reduced  by  any  liabilities  either  assumed  by  the  Partnership  upon  such
contribution or to which such property is subject when contributed,  and (ii) in
the case of any  property  distributed  to a  Partner  by the  Partnership,  the
Partnership's  Carrying  Value of such  property  at the time such  property  is
distributed,  reduced by any  indebtedness  either  assumed by such Partner upon
such  distribution  or to  which  such  property  is  subject  at  the  time  of
distribution  as determined  under  Section 752 of the Code and the  Regulations
thereunder.  The aggregate Agreed Value of the Contributed  Property contributed
or deemed  contributed  BY EACH PARTNER AS OF THE DATE HEREOF IS AS SET FORTH IN
EXHIBIT A-1.

     "AGREEMENT"  means this First  Amended and  Restated  Agreement  of Limited
Partnership, as it may be amended, supplemented or restated from time to time.

     "ARTICLES OF  INCORPORATION"  means the Articles of  Incorporation or other
organizational  document  governing the General Partner,  as amended or restated
from time to time.

     "ASSIGNEE" means a Person to whom one or more  Partnership  Units have been
transferred in a manner permitted under this Agreement, but who has not become a
Substituted  Limited  Partner,  and who has the rights set forth in Section 11.4
hereof.

     "AVAILABLE  CASH"  means,  with  respect  to  any  period  for  which  such
calculation is being made, (i) the sum of:

     (a) the  Partnership's Net Income or Net Loss (as the case may be) for such
period (without regard to ADJUSTMENTS  RESULTING FROM  ALLOCATIONS  DESCRIBED IN
SECTIONS 1.A THROUGH 1.E OF EXHIBIT C);

     (b)  Depreciation and all other noncash charges deducted in determining Net
Income or Net Loss for such period;

     (c) the amount of any reduction in the reserves of the Partnership referred
to in clause (ii)(f) below (including, without limitation,  reductions resulting
because the General Partner determines such amounts are no longer necessary);

     (d) the  excess  of  proceeds  from the  sale,  exchange,  disposition,  or
refinancing  of  Partnership  property for such period over the gain  recognized
from such  sale,  exchange,  disposition,  or  refinancing  during  such  period
(excluding Terminating Capital Transactions); and

     (e) all other cash received by the Partnership for such period that was not
included in determining Net Income or Net Loss for such period;

         (ii)  less the sum of:

               (a)  all principal debt payments made by the Partnership during
                    such period;

               (b)  capital expenditures made by the Partnership during such
                    period;

               (c)  investments made by the Partnership  during such period in
                    any entity  (including  loans  made  thereto)  to the extent
                    that such investments are not otherwise described in clause
                    (ii)(a) or (ii)(b);

               (d)  all  other  expenditures  and  payments  not  deducted  in
                    determining Net Income or Net Loss for such period;

               (e)  any amount  included in determining Net Income or Net Loss
                    for such period that was not received or  disbursed by the
                    Partnership during such period;

               (f)  the amount of any increase in reserves  during such period
                    which the General Partner  determines to be necessary or
                    appropriate in its sole and absolute discretion; and

               (g)  the amount of any working capital  accounts and other cash
                    or  similar  balances  which  the  General  Partner
                    determines  to  be necessary or appropriate, in its sole and
                    absolute discretion.

     Notwithstanding  the  foregoing,  Available Cash shall not include any cash
received or reductions in reserves,  or take into account any disbursements made
or reserves  established,  after commencement of the dissolution and liquidation
of the Partnership.

     "BOOK-TAX  DISPARITIES"  means,  with  respect  to any item of  Contributed
Property  or  Adjusted  Property,  as of  the  date  of any  determination,  the
difference  between the Carrying Value of such Contributed  Property or Adjusted
Property and the adjusted  basis  thereof for federal  income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all of
its  Contributed  Property  and  Adjusted  Property  will  be  reflected  by the
difference between such Partner's Capital Account balance as MAINTAINED PURSUANT
TO EXHIBIT B and the  hypothetical  balance of such  Partner's  Capital  Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

     "BUSINESS  DAY"  means any day  except a  Saturday,  Sunday or other day on
which  commercial banks in Boston,  Massachusetts  are authorized or required by
law to close.

     "CAPITAL  ACCOUNT"  MEANS  THE  CAPITAL  ACCOUNT  MAINTAINED  FOR A PARTNER
PURSUANT TO EXHIBIT B hereof.

     "CAPITAL  CONTRIBUTION"  means, with respect to any Partner, any cash, cash
equivalents  or the Agreed  Value of  Contributed  Property  which such  Partner
contributes  or is deemed to contribute to the  Partnership  pursuant to Section
4.1, 4.2, or 4.3 hereof.

     "CARRYING  VALUE"  means (i) with  respect  to a  Contributed  Property  or
Adjusted  Property,  the 704(c) Value of such  property,  reduced (but not below
zero) by all Depreciation with respect to such Contributed  Property or Adjusted
Property,  as the  case  may  be,  charged  to the  Partners'  Capital  Accounts
following the  contribution of or adjustment with respect to such Property;  and
(ii) with respect to any other Partnership property,  the adjusted basis of such
property for federal income tax purposes,  all as of the time of  DETERMINATION.
THE  CARRYING  VALUE OF ANY  PROPERTY  SHALL BE  ADJUSTED  FROM  TIME TO TIME IN
ACCORDANCE  WITH EXHIBIT B hereof,  and to reflect  changes,  additions or other
adjustments  to  the  Carrying  Value  for   dispositions  and  acquisitions  of
Partnership properties, as deemed appropriate by the General Partner.

     "CASH  AMOUNT"  means an amount of cash per  Partnership  Unit equal to the
Value on the Valuation Date of the REIT Shares Amount.

     "CERTIFICATE  OF  DESIGNATIONS"  means an amendment to this  Agreement that
sets forth the designations,  rights,  powers, duties and preferences of holders
of any Partnership  Interests issued pursuant to Section 4.2.A,  which amendment
is in the form of a  certificate  signed by the General  Partner and appended to
this Agreement.  A Certificate of  Designations  is not the exclusive  manner in
which  such an  amendment  may be  effected.  The  General  Partner  may adopt a
Certificate of Designations  without the consent of the Limited  Partners to the
extent permitted pursuant to Section 14.1.B hereof.

     "CERTIFICATE  OF  LIMITED  PARTNERSHIP"  means the  Certificate  of Limited
Partnership relating to the Partnership filed in the office of the Massachusetts
Secretary of State,  as amended from time to time in  accordance  with the terms
hereof and the Act.

     "CODE"  means the Internal  Revenue Code of 1986,  as amended and in effect
from time to time, as interpreted by the applicable regulations thereunder.  Any
reference  herein to a specific  section or sections of the Code shall be deemed
to include a reference to any corresponding provision of future law.

     "COMMON UNITS" means the  Partnership  Units issued to the Partners,  which
Partnership Units have the rights, preferences and PRIVILEGES DESIGNATED HEREIN.
THE NUMBER OF COMMON UNITS  ISSUED TO SUCH  PARTNERS IS SET FORTH ON EXHIBIT A-1
attached hereto.

     "COMPANY" means Property Capital Trust, Inc., a Maryland corporation.

     "CONSENT"  means the consent or approval of a proposed  action by a Partner
given in accordance with Section 14.2 hereof.

     "CONTRIBUTED  PROPERTY" means each property or other asset, in such form as
may be  permitted  by the  Act  (but  excluding  cash),  contributed  or  deemed
contributed  to  the  Partnership   (including   deemed   contributions  to  the
Partnership on termination and reconstitution thereof pursuant to Section 708 of
the  Code).  Once the  Carrying  Value of a  Contributed  Property  is  adjusted
pursuant  TO  EXHIBIT B HEREOF,  SUCH  PROPERTY  SHALL NO  LONGER  CONSTITUTE  A
CONTRIBUTED  PROPERTY FOR  PURPOSES OF EXHIBIT B hereof,  but shall be deemed an
Adjusted Property for such purposes.

     "CONVERSION  FACTOR" MEANS 1.0, PROVIDED THAT in the event that the Company
(i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or
makes a  distribution  to all  holders of its  outstanding  REIT  Shares in REIT
Shares;  (ii)  subdivides  its  outstanding  REIT Shares;  or (iii) combines its
outstanding  REIT Shares into a smaller  number of REIT Shares,  the  Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of REIT Shares issued and  outstanding on
the record date for such  dividend,  distribution,  subdivision  or  combination
(assuming  for such purpose that such  dividend,  distribution,  subdivision  or
combination has occurred as of such time), and the denominator of which shall be
the actual  number of REIT  Shares  (determined  without  the above  assumption)
issued and  outstanding  on the  record  date for such  dividend,  distribution,
subdivision or combination. Any adjustment to the Conversion Factor shall become
effective  immediately AFTER THE EFFECTIVE DATE OF SUCH EVENT RETROACTIVE TO THE
RECORD  DATE,  IF ANY,  FOR  SUCH  EVENT  (PROVIDED,  HOWEVER,  if a  Notice  of
Redemption  is given  prior to such a record date and the  Specified  Redemption
Date is after such a record date,  then the adjustment to the Conversion  Factor
shall,  with respect to such  redeeming  Partner,  be retroactive to the date of
such Notice of  Redemption).  It is intended that  adjustments to the Conversion
Factor are to be made in order to avoid unintended  dilution or anti-dilution as
a result of transactions in which REIT Shares are issued,  redeemed or exchanged
without a corresponding  issuance,  redemption or exchange of Partnership Units.
If,  prior to a Specified  Redemption  Date,  Rights  (other than Rights  issued
pursuant to an employee  benefit plan or other  compensation  arrangement)  were
issued and have  expired,  and such Rights  were  issued with an exercise  price
that,  together with the purchase  price for such Rights,  was below fair market
value in relation  to the  security  or other  property to be acquired  upon the
exercise  of such  Rights,  and  such  Rights  were  issued  to all  holders  of
outstanding  REIT shares or the General  Partner cannot in good faith  represent
that the  issuance  of such Rights  benefited  the  Limited  Partners,  then the
Conversion  Factor  applicable  upon a Notice of  Redemption  shall be equitably
adjusted in a manner  consistent  with  antidilution  provisions in warrants and
other instruments in the case of such a below market issuance or exercise price.
A similar  equitable  adjustment to protect the value of Partnership Units shall
be made in all events if any Rights  issued  under a  "Shareholder  Rights Plan"
became exercisable and expired prior to a Specified Redemption Date.

     "DEPRECIATION" means, for each taxable year, an amount equal to the federal
income  tax  depreciation,   amortization,  or  other  cost  recovery  deduction
allowable  with  respect to an asset for such year,  except that if the Carrying
Value of an asset  differs  from its  adjusted  basis  for  federal  income  tax
purposes at the beginning of such year or other period, Depreciation shall be an
amount  which  bears  the same  ratio to such  beginning  Carrying  Value as the
federal income tax depreciation,  amortization, or other cost RECOVERY DEDUCTION
FOR SUCH YEAR BEARS TO SUCH  BEGINNING  ADJUSTED TAX BASIS;  PROVIDED,  HOWEVER,
that if the  federal  income  tax  depreciation,  amortization,  or  other  cost
recovery deduction for such year is zero,  Depreciation shall be determined with
reference to such beginning  Carrying Value using any reasonable method selected
by the General Partner.

     "EFFECTIVE DATE" means May 28, 1999.

     "GENERAL PARTNER" means the Company, in its capacity as the general partner
of the Partnership, or its successors as general partner of the Partnership.

     "GENERAL PARTNER INTEREST" means a Partnership Interest held by the General
Partner,  in its capacity as general partner.  A General Partner Interest may be
expressed as a number of Partnership Units.

     "IRS" means the Internal  Revenue Service,  which  administers the internal
revenue laws of the United States.

     "INCAPACITY" OR  "INCAPACITATED"  means, (i) as to any individual  Partner,
death, total physical  disability or entry by a court of competent  jurisdiction
adjudicating  him incompetent to manage his or her Person or estate;  (ii) as to
any corporation which is a Partner,  the filing of a certificate of dissolution,
or its equivalent,  for the corporation or the revocation of its charter;  (iii)
as to any partnership  which is a Partner,  the dissolution and  commencement of
winding up of the  partnership;  (iv) as to any estate  which is a Partner,  the
distribution   by  the  fiduciary  of  the  estate's   entire  interest  in  the
Partnership;  (v)  as  to  any  trustee  of a  trust  which  is a  Partner,  the
termination of the trust (but not the substitution of a new trustee); or (vi) as
to any Partner, the bankruptcy of such Partner. For purposes of this definition,
bankruptcy  of a Partner  shall be deemed to have  occurred when (a) the Partner
commences a voluntary  proceeding seeking  liquidation,  reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter in
effect;  (b) the Partner is adjudged  as bankrupt or  insolvent,  or a final and
nonappealable  order for relief under any bankruptcy,  insolvency or similar law
now or hereafter in effect has been entered against the Partner; (c) the Partner
executes  and  delivers a general  assignment  for the benefit of the  Partner's
creditors;  (d) the  Partner  files an answer  or other  pleading  admitting  or
failing to contest the  material  allegations  of a petition  filed  against the
Partner in any proceeding of the nature  described in clause (b) above;  (e) the
Partner  seeks,  consents  to or  acquiesces  in the  appointment  of a trustee,
receiver or liquidator for the Partner or for all or any substantial part of the
Partner's properties; (f) any proceeding seeking liquidation,  reorganization or
other relief of or against  such Partner  under any  bankruptcy,  insolvency  or
other similar law now or hereafter in effect has not been  dismissed  within one
hundred twenty (120) days after the  commencement  thereof;  (g) the appointment
without  the  Partner's  consent  or  acquiescence  of a  trustee,  receiver  or
liquidator  has not been  vacated  or  stayed  within  ninety  (90) days of such
appointment;  or (h) an  appointment  referred  to in clause  (g) which has been
stayed is not vacated  within ninety (90) days after the  expiration of any such
stay.

     "INDEMNITEE" means (i) any Person made a party to a proceeding by reason of
(A) his status as the  General  Partner,  or as a  director,  trustee,  officer,
employee or  shareholder  (with  respect to the  affairs of such  entity) of the
Partnership, the General Partner or a predecessor entity of the General Partner,
or (B) his or its  liabilities,  pursuant to a loan guarantee or otherwise,  for
any  indebtedness  of the  Partnership  or  any  Subsidiary  of the  Partnership
(including,  without  limitation,  any indebtedness which the Partnership or any
Subsidiary of the Partnership has assumed or taken assets subject to); (ii) each
present and former trustee, officer, employee or shareholder (in connection with
the affairs of Property  Capital  Trust,  a  Massachusetts  business  trust (the
"Trust")) of the Trust in connection with any claim, action, suit, proceeding or
investigation,  whether civil,  criminal,  administrative  or investigative  (A)
arising out of or pertaining to the  transactions  contemplated by the Agreement
and Plan of Merger, dated as of June 18, 1998, as amended, between the Trust and
the Company (the "Trust Merger  Agreement") or (B) otherwise with respect to any
acts or omissions occurring at or prior to the Effective Time (as defined in the
Trust Merger  Agreement) for a period of six years after the Effective Time; and
(iii) such other Persons  (including  Affiliates  of the General  Partner or the
Partnership)  as the General  Partner may  designate  from time to time (whether
before or after the event giving rise to potential  liability),  in its sole and
absolute discretion.

     "LIMITED  PARTNER"  MEANS ANY PERSON  (INCLUDING  THE  COMPANY)  NAMED AS A
LIMITED PARTNER IN EXHIBIT A-1 attached  hereto,  as such Exhibit may be amended
from time to time, or any  Substituted  Limited  Partner or  Additional  Limited
Partner, in such Person's capacity as a Limited Partner of the Partnership.

     "LIMITED  PARTNER  INTEREST"  means a  Partnership  Interest  of a  Limited
Partner in the  Partnership  representing a fractional  part of the  Partnership
Interests  of all Partners and includes any and all benefits to which the holder
of such a Partnership  Interest may be entitled,  as provided in this Agreement,
together  with all  obligations  of such  Person  to  comply  with the terms and
provisions of this Agreement.  A Limited Partner  Interest may be expressed as a
number of Partnership Units.

     "LIMITED PARTNER RECOURSE DEBT PERCENTAGE" means with respect to certain of
the Limited Partners the percentage  listed with respect to such Limited Partner
on the recourse debt level schedule attached hereto as Exhibit E.

     "LIQUIDATING EVENT" has the meaning set forth in Section 13.1 hereof.

     "LIQUIDATOR" has the meaning set forth in Section 13.2 hereof.

     "MINIMUM RENTAL INCOME" has the meaning set forth in Section 5.1.B hereof.

     "MODIFIED  ADJUSTED  CAPITAL ACCOUNT  BALANCE"  means,  with respect to any
Partner,  the Capital Account  maintained for each Partner as of the end of each
Partnership  taxable  year (i)  increased  by any amounts  which such Partner is
deemed to be  obligated  to restore  pursuant to the  penultimate  sentences  of
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5);  and (ii) decreased by the
items    described    in    Regulations    Sections     1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

     "NET INCOME"  means,  for any taxable  period,  the excess,  if any, of the
Partnership's  items  of  income  and  gain for  such  taxable  period  over the
Partnership's  items of loss and  deduction for such taxable  period.  The items
included in the calculation of Net Income shall be determined in accordance with
federal income tax accounting  principles,  subject to the specific  adjustments
PROVIDED FOR IN EXHIBIT B.

     "NET LOSS"  means,  for any  taxable  period,  the  excess,  if any, of the
Partnership's  items of loss and  deduction  for such  taxable  period  over the
Partnership's  items of  income  and gain for such  taxable  period.  The  items
included in the  calculation of Net Loss shall be determined in accordance  with
federal income tax accounting  principles,  subject to the specific  adjustments
provided FOR IN EXHIBIT B.

     "NONRECOURSE   BUILT-IN  GAIN"  means,  with  respect  to  any  Contributed
Properties  or  Adjusted  Properties  that are subject to a mortgage or negative
pledge  securing a  Nonrecourse  Liability,  the amount of any taxable gain that
would be allocated to the Partners  PURSUANT TO SECTION 2.B OF EXHIBIT C if such
properties  were disposed of in a taxable  transaction in full  satisfaction  of
such liabilities and for no other consideration.

     "NEW SECURITIES" has the meaning set forth in Section 4.2.B hereof.

     "NONRECOURSE  DEDUCTIONS" has the meaning set forth in Regulations  Section
1.704-2(b)(1),  and the  amount  of  Nonrecourse  Deductions  for a  Partnership
taxable year shall be  determined in  accordance  with the rules of  Regulations
Section 1.704-2(c).

     "NONRECOURSE  LIABILITY" has the meaning set forth in  Regulations  Section
1.752-1(a)(2).

     "NOTICE OF REDEMPTION" MEANS THE NOTICE OF REDEMPTION  SUBSTANTIALLY IN THE
FORM OF EXHIBIT D to this Agreement.

     "ORIGINAL AGREEMENT" has the meaning set forth in the recitals hereof.

     "PARTNER"  MEANS A GENERAL  PARTNER OR A LIMITED  PARTNER,  AND  "PARTNERS"
means the General Partner and the Limited Partners collectively.

     "PARTNER  MINIMUM  GAIN"  means an amount,  with  respect  to each  Partner
Nonrecourse  Debt,  equal to the  Partnership  Minimum Gain that would result if
such  Partner  Nonrecourse  Debt  were  treated  as  a  Nonrecourse   Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

     "PARTNER NONRECOURSE DEBT" has the meaning set forth in Regulations Section
1.704-2(b)(4).

     "PARTNER  NONRECOURSE  DEDUCTIONS" has the meaning set forth in Regulations
Section  1.704-2(i)(2),  and the amount of Partner  Nonrecourse  Deductions with
respect to a Partner  Nonrecourse  Debt for a Partnership  taxable year shall be
determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

     "PARTNERSHIP"  means  the  limited  partnership  formed  under  the Act and
pursuant  to this  Agreement,  as it may be  amended  and/or  restated,  and any
successor thereto.

     "PARTNERSHIP  INTEREST"  means an  ownership  interest  in the  Partnership
representing a Capital  Contribution  by either a Limited Partner or the General
Partner  and  includes  any and all  benefits  to  which  the  holder  of such a
Partnership  Interest  may be entitled as provided in this  Agreement,  together
with all  obligations  of such Person to comply with the terms and provisions of
this  Agreement.  A  Partnership  Interest  may  be  expressed  as a  number  of
Partnership Units.

     "PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Regulations Section
1.704-2(b)(2),  and the amount of  Partnership  Minimum Gain, as well as any net
increase or decrease in a Partnership  Minimum Gain,  for a Partnership  taxable
year shall be  determined in accordance  with the rules of  Regulations  Section
1.704-2(d).

     "PARTNERSHIP  RECORD DATE" means the record date established by the General
Partner for the  distribution  of Available Cash pursuant to Section 5.1 hereof,
which  record  date  shall be the same as the  record  date  established  by the
Company for a distribution to its  shareholders of some of all of its portion of
such distribution.

     "PARTNERSHIP  UNIT" OR "UNIT" means a  fractional,  undivided  share of the
Partnership  Interests of all Partners  issued pursuant to Sections 4.1, 4.2 and
4.3 (and  includes  any  series  or class of  Preferred  Units).  The  number of
Partnership  Units  OUTSTANDING  AND THE PERCENTAGE  INTEREST IN THE PARTNERSHIP
REPRESENTED  BY SUCH UNITS ARE SET FORTH IN EXHIBIT A attached  hereto,  as such
Exhibit may be amended from time to time.  The  ownership of  Partnership  Units
shall be evidenced by such form of certificate  for units as the General Partner
adopts  from  time to time  unless  the  General  Partner  determines  that  the
Partnership Units shall be uncertificated securities.

     "PARTNERSHIP YEAR" means the fiscal year of the Partnership, which shall be
the calendar year.

     "PERCENTAGE  INTEREST" means, as to a Partner,  its percentage  interest in
the Partnership as determined by dividing the Partnership  Units (other than the
Series A Preferred Units and Series B Preferred  Units) owned by such Partner by
the total number of PARTNERSHIP  UNITS (OTHER THAN THE SERIES A PREFERRED  UNITS
AND SERIES B PREFERRED  UNITS) THEN  OUTSTANDING AND AS SPECIFIED IN EXHIBIT A-1
attached hereto, as such Exhibit may be amended from time to time.

     "PERSON"  means  an  individual  or  a  corporation,  partnership,  limited
liability  company,  trust,  unincorporated  organization,  association or other
entity.

     "PCT LP" has the meaning set forth in the recitals hereof.

     "PCT LP MERGER" has the meaning set forth in the recitals hereof.

     "PREFERRED  UNIT"  means  a  Partnership  Unit  which  is  designated  as a
"Preferred  Unit" (or as a particular  class or series of  Preferred  Units) and
which has the rights,  preferences and other privileges designated herein (or in
the Certificate of Designations for such class of Preferred Units) in respect of
a Preferred  Unitholder.  The allocation of Preferred  Units,  if any, among the
PARTNERS SHALL BE SET FORTH ON EXHIBIT A-1, as may be amended from time to time.

     "PREFERRED  UNITHOLDER"  means a Limited Partner that holds Preferred Units
(of any class or series).

     "RECAPTURE  INCOME" means any gain recognized by the  Partnership  upon the
disposition  of  any  property  or  asset  of the  Partnership,  which  gain  is
characterized  as  ordinary  income  because  it  represents  the  recapture  of
deductions previously taken with respect to such property or asset.

     "REDEEMING PARTNER" has the meaning set forth in Section 8.6 hereof.

     "REDEMPTION RIGHT" shall have the meaning set forth in Section 8.6 hereof.

     "REGULATIONS" means the Income Tax Regulations  promulgated under the Code,
as such  regulations may be amended from time to time  (including  corresponding
provisions of succeeding regulations).

     "REIT" means a real estate investment trust under Section 856 of the Code.

     "REIT SHARE" shall mean a share of common stock,  par value $.01 per share,
of the Company.

     "REIT  SHARES  AMOUNT"  shall  mean a number  of REIT  Shares  equal to the
product of the number of Partnership Units offered for redemption by a Redeeming
Partner, multiplied by the Conversion Factor in effect on the date of receipt by
the General  Partner of a NOTICE OF  REDEMPTION,  PROVIDED THAT in the event the
Company  issues to all  holders of REIT  Shares  rights,  options,  warrants  or
convertible or exchangeable  securities  entitling the shareholders to subscribe
for or purchase REIT Shares, or any other securities or property  (collectively,
"Rights"),  and the Rights have not expired at the  Specified  Redemption  Date,
then the REIT Shares  Amount shall also include the Rights that were issuable to
a holder of the REIT Shares Amount of REIT Shares on the applicable  record date
relating to the issuance of such Rights.

     "RESIDUAL  GAIN" OR "RESIDUAL  LOSS" means any item of gain or loss, as the
case may be, of the  Partnership  recognized  for  federal  income tax  purposes
resulting from a sale, exchange or other disposition of Contributed  Property or
Adjusted  Property,  to the  EXTENT  SUCH ITEM OF GAIN OR LOSS IS NOT  ALLOCATED
PURSUANT TO SECTION  2.B.1(A) OR  2.B.2(A)  OF EXHIBIT C to  eliminate  Book-Tax
Disparities.

     "RIGHTS" shall have the meaning set forth in the definition of "REIT Shares
Amount."

     "704(C) VALUE" of any  Contributed  Property means the fair market value of
such property or other consideration at the time OF CONTRIBUTION,  AS DETERMINED
BY THE GENERAL  PARTNER  USING SUCH  REASONABLE  METHOD OF  VALUATION  AS IT MAY
ADOPT;  PROVIDED,  HOWEVER,  that  the  704(c)  Value  of  any  property  deemed
contributed to the Partnership for federal income tax purposes upon  termination
and  RECONSTITUTION  THEREOF  PURSUANT  TO  SECTION  708 OF THE  CODE  SHALL  BE
DETERMINED IN ACCORDANCE WITH EXHIBIT B hereof. Subject to EXHIBIT B hereof, the
General Partner shall, in its sole and absolute  discretion,  use such method as
it deems  reasonable  and  appropriate  to allocate the  aggregate of the 704(c)
Values of Contributed Properties in a single or integrated transaction among the
separate  properties on a basis  proportional  to their  respective  fair market
values.

     "SERIES A PREFERRED UNITS" means the Partnership Units issued to certain of
the Limited  Partners on the Effective Date,  which  Partnership  Units have the
rights,  preferences and privileges  designated  herein.  The number of Series A
Preferred  Units  issued TO SUCH  LIMITED  PARTNERS  IS SET FORTH ON EXHIBIT A-1
attached hereto.

     "SERIES B PREFERRED UNITS" means the Partnership Units issued to certain of
the Limited Partners on the Effective Date,,  which  Partnership  Units have the
rights,  preferences and privileges  designated  herein.  The number of Series B
Preferred  Units  issued TO SUCH  LIMITED  PARTNERS  IS SET FORTH ON EXHIBIT A-1
attached hereto.

     "SPECIFIED  REDEMPTION  DATE"  MEANS THE TENTH  (10TH)  Business  Day after
receipt by the Company of a Notice of  Redemption;  PROVIDED  THAT NO  SPECIFIED
REDEMPTION  DATE SHALL OCCUR  BEFORE THAT DATE THAT IS TWELVE (12) MONTHS  AFTER
THE  EFFECTIVE  DATE,   PROVIDED  FURTHER  that  if  the  Company  combines  its
outstanding  REIT  Shares,  no Specified  Redemption  Date shall occur after the
record date of such  combination  of REIT Shares and prior to the effective date
of such combination.

     "SUBSIDIARY"   means,   with  respect  to  any  Person,   any  corporation,
partnership  or other  entity of which a majority of (i) the voting power of the
voting equity securities;  or (ii) the outstanding  equity interests,  is owned,
directly or indirectly, by such Person.

     "SUBSTITUTED  LIMITED  PARTNER" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 11.3 hereof.

     "TERMINATING  CAPITAL  TRANSACTION"  means any sale or other disposition of
all or substantially all of the assets of the Partnership or a related series of
transactions  that, taken together,  result in the sale or other  disposition of
all or substantially all of the assets of the Partnership.

     "UNREALIZED GAIN"  attributable to any item of Partnership  property means,
as of any date of  determination,  the  excess,  if ANY,  OF (I) THE FAIR MARKET
VALUE OF SUCH PROPERTY (AS  DETERMINED  UNDER EXHIBIT B hereof) as of such date;
over (ii) the Carrying  VALUE OF SUCH  PROPERTY  (PRIOR TO ANY  ADJUSTMENT TO BE
MADE PURSUANT TO EXHIBIT B hereof) as of such date.

     "UNREALIZED LOSS"  attributable to any item of Partnership  property means,
as of any date of  determination,  the excess, if ANY, OF (I) THE CARRYING VALUE
OF SUCH  PROPERTY  (PRIOR TO ANY  ADJUSTMENT  TO BE MADE  PURSUANT  TO EXHIBIT B
hereof) as of such date;  OVER (II) THE FAIR MARKET  VALUE OF SUCH  PROPERTY (AS
DETERMINED UNDER EXHIBIT B hereof) as of such date.

     "VALUATION  DATE"  means the date of  receipt by the  General  Partner of a
Notice of Redemption  or, if such date is not a Business Day, the first Business
Day thereafter.

     "VALUE"  means,  with  respect to a REIT  Share,  the  average of the daily
market price for the ten (10) consecutive trading days immediately preceding the
Valuation  Date. The market price for each such trading day shall be: (i) if the
REIT Shares are listed or admitted to trading on any securities  exchange or the
American Stock Exchange, the closing price on such day, or if no such sale takes
place on such day,  the average of the closing bid and asked prices on such day;
(ii) if the REIT Shares are not listed or admitted to trading on any  securities
exchange or the American  Stock  Exchange,  the last reported sale price on such
day or, if no sale takes  place on such day,  the average of the closing bid and
asked prices on such day, as reported by a reliable  quotation source designated
by the General  Partner;  or (iii) if the REIT Shares are not listed or admitted
to trading on any securities exchange or the American Stock Exchange and no such
last  reported  sale price or closing bid and asked  prices are  available,  the
average of the  reported  high bid and low asked prices on such day, as reported
by a reliable  quotation source  designated by the General Partner,  or if there
shall be no bid and asked  prices on such day,  the  average of the high bid and
low asked prices, as so reported, on the most RECENT DAY (NOT MORE THAN TEN (10)
DAYS PRIOR TO THE DATE IN  QUESTION)  FOR WHICH  PRICES  HAVE BEEN SO  REPORTED;
PROVIDED THAT if there are no bid and asked prices  reported during the ten (10)
days  prior to the date in  question,  the  Value  of the REIT  Shares  shall be
determined  by the  General  Partner  acting in good  faith on the basis of such
quotations and other  information as it considers,  in its reasonable  judgment,
appropriate. In the event the REIT Shares Amount includes Rights, then the Value
of such Rights shall be determined by the General  Partner  acting in good faith
on the basis of such  quotations and other  information as it considers,  in its
REASONABLE JUDGMENT,  APPROPRIATE,  PROVIDED THAT the Value of any rights issued
pursuant to a "Shareholder  Rights Plan" shall be DEEMED TO HAVE NO VALUE UNLESS
A "TRIGGERING  EVENT" SHALL HAVE OCCURRED  (I.E.,  if the Rights issued pursuant
thereto  are no  longer  "attached"  to the  REIT  Shares  and are able to trade
independently).

                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

     SECTION 2.1 FORMATION

     The  Partnership  is  a  limited  partnership  organized  pursuant  to  the
provisions  of the Act.  The Partners  hereby agree to continue the  Partnership
upon the terms and conditions set forth in this  Agreement.  Except as expressly
provided herein to the contrary,  the rights and obligations of the Partners and
the  administration  and termination of the Partnership shall be governed by the
Act. The Partnership Interest of each Partner shall be personal property for all
purposes.

     SECTION 2.2 NAME

     The name of the Partnership is Property Capital Trust Limited  Partnership.
The Partnership's business may be conducted under any other name or names deemed
advisable by the General  Partner,  including the name of the General Partner or
any  Affiliate  thereof.  The words  "Limited  Partnership,"  "L.P.,"  "Ltd." or
similar  words or letters  shall be  included  in the  Partnership's  name where
necessary for the purposes of complying with the laws of any  jurisdiction  that
so requires.  The General Partner in its sole and absolute discretion may change
the name of the  Partnership  at any time and from time to time and shall notify
the Limited  Partners of such change in the next  regular  communication  to the
Limited Partners.

     SECTION 2.3 PRINCIPAL OFFICE

     The principal office of the Partnership  shall be 177 Milk Street,  Boston,
Massachusetts 02109, or such other place as the General Partner may from time to
time designate by notice to the Limited  Partners.  The Partnership may maintain
offices at such other  place or places  within or outside  the  Commonwealth  of
Massachusetts as the General Partner deems advisable.

     SECTION 2.4 POWER OF ATTORNEY

     A. Each Limited Partner and each Assignee  hereby  constitutes and appoints
the   General   Partner,   any   Liquidator,   and   authorized   officers   and
attorneys-in-fact  of each, and each of those acting  singly,  in each case with
full power of substitution,  as its true and lawful agent and  attorney-in-fact,
with full power and authority in its name, place and stead to:

                  (1)      execute,  swear to,  acknowledge,  deliver,  file and
                           record  in the  appropriate  public  offices  (a) all
                           certificates,   documents   and   other   instruments
                           (including,  without  limitation,  this Agreement and
                           the  Certificate  of  Limited   Partnership  and  all
                           amendments or restatements  thereof) that the General
                           Partner  or  the  Liquidator  deems   appropriate  or
                           necessary to form,  qualify or continue the existence
                           or  qualification  of the  Partnership  as a  limited
                           partnership  (or a  partnership  in which the Limited
                           Partners have limited  liability) in the Commonwealth
                           of  Massachusetts  and in all other  jurisdictions in
                           which  the   Partnership  may  or  plans  to  conduct
                           business or own property;  (b) all  instruments  that
                           the General Partner deems appropriate or necessary to
                           reflect  any  amendment,   change,   modification  or
                           restatement of this Agreement in accordance  with its
                           terms;  (c) all conveyances and other  instruments or
                           documents that the General  Partner or the Liquidator
                           deems   appropriate   or  necessary  to  reflect  the
                           dissolution   and   liquidation  of  the  Partnership
                           pursuant to the terms of this  Agreement,  including,
                           without  limitation,  a certificate of  cancellation;
                           (d)  all  instruments   relating  to  the  admission,
                           withdrawal,  removal or  substitution  of any Partner
                           pursuant to, or other events  described  in,  Article
                           11, 12 or 13 hereof or the  Capital  Contribution  of
                           any Partner; and (e) all certificates,  documents and
                           other  instruments  relating to the  determination of
                           the rights, preferences and privileges of Partnership
                           Interests; and

                  (2)      execute,  swear to,  seal,  acknowledge  and file all
                           ballots, consents,  approvals,  waivers, certificates
                           and other  instruments  appropriate or necessary,  in
                           the  sole  and  absolute  discretion  of the  General
                           Partner or any Liquidator,  to make, evidence,  give,
                           confirm  or  ratify  any  vote,  consent,   approval,
                           agreement  or other  action which is made or given by
                           the  Partners  hereunder  or is  consistent  with the
                           terms of this  Agreement or appropriate or necessary,
                           in the sole  discretion of the General Partner or any
                           Liquidator, to effectuate the terms or intent of this
                           Agreement.

     Nothing  contained  herein shall be construed  as  authorizing  the General
Partner or any  Liquidator to amend this  Agreement  except in  accordance  with
Article14  hereof  or as  may  be  otherwise  expressly  provided  for  in  this
Agreement.

     B. The foregoing power of attorney is hereby declared to be irrevocable and
a power coupled with an interest,  in  recognition  of the fact that each of the
Partners  will  be  relying  upon  the  power  of the  General  Partner  and any
Liquidator  to act as  contemplated  by this  Agreement  in any  filing or other
action by it on  behalf  of the  Partnership,  and it shall  survive  and not be
affected by the subsequent Incapacity of any Limited Partner or Assignee and the
transfer  of all  or  any  portion  of  such  Limited  Partner's  or  Assignee's
Partnership  Units and shall  extend to such  Limited  Partner's  or  Assignee's
heirs,  successors,  assigns and  personal  representatives.  Each such  Limited
Partner or Assignee hereby agrees to be bound by any representation  made by the
General Partner or any  Liquidator,  acting in good faith pursuant to such power
of attorney, and each such Limited Partner or Assignee hereby waives any and all
defenses  which may be available to contest,  negate or disaffirm  the action of
the General Partner or any  Liquidator,  taken in good faith under such power of
attorney.  Each  Limited  Partner or Assignee  shall  execute and deliver to the
General Partner or the Liquidator, within fifteen (15) days after receipt of the
General Partner's or Liquidator's  request therefore,  such further designation,
powers  of  attorney  and  other  instruments  as  the  General  Partner  or the
Liquidator, as the case may be, deems necessary to effectuate this Agreement and
the purposes of the Partnership.

     SECTION 2.5 TERM

     The term of the  Partnership  commenced on September 27, 1984,  the date on
which the  Certificate  of  Limited  Partnership  was filed in the office of the
Secretary of State of the  Commonwealth  of  Massachusetts,  and shall  continue
until December 31, 2099,  unless the Partnership is dissolved sooner pursuant to
the provisions of Article 13 or as otherwise provided by law.

                                    ARTICLE 3
                                     PURPOSE

     SECTION 3.1 PURPOSE AND BUSINESS

     The purpose and nature of the business to be  conducted by the  Partnership
is (i) to conduct  any  business  that may be  LAWFULLY  CONDUCTED  BY A LIMITED
PARTNERSHIP ORGANIZED PURSUANT TO THE ACT; PROVIDED, HOWEVER, that such business
shall be limited to and  conducted  in such a manner as to permit the Company at
all times to be classified as a REIT,  unless the Company ceases to qualify as a
REIT for reasons other than the conduct of the business of the Partnership; (ii)
to enter into any partnership, joint venture, limited liability company or other
similar arrangement to engage in any of the foregoing or to own interests in any
entity engaged, directly or indirectly, in any of the foregoing; and (iii) to do
anything  necessary or  incidental  to the  foregoing.  In  connection  with the
foregoing, and without limiting the Company's right, in its sole discretion,  to
cease  qualifying as a REIT,  the Partners  acknowledge  the  Company's  current
status as a REIT inures to the benefit of all of the Partners and not solely the
General  Partner.  The General Partner shall also be empowered to do any and all
acts and things  necessary or prudent to ensure that the Partnership will not be
classified as a "publicly  traded  partnership"  for purposes of Section 7704 of
the Code,  including but not limited to imposing  restrictions  on transfers and
restrictions on redemptions.

     SECTION 3.2 POWERS

     The  Partnership is empowered to do any and all acts and things  necessary,
appropriate,  proper, advisable, incidental to or convenient for the furtherance
and  accomplishment  of the purposes and business  described  herein and for the
protection and benefit of the Partnership,  including,  without limitation, full
power and  authority,  directly  or  through  its  ownership  interest  in other
entities,  to enter into,  perform and carry out  contracts of any kind,  borrow
money and issue  evidences of  indebtedness  whether or not secured by mortgage,
deed of trust, pledge or other lien, acquire,  own, manage,  improve and develop
real property, and lease, sell, TRANSFER AND DISPOSE OF REAL PROPERTY; PROVIDED,
HOWEVER, that the Partnership shall not take, or refrain from taking, any action
which,  in the  judgment  of the  General  Partner,  in its  sole  and  absolute
discretion, (i) could adversely affect the ability of the Company to continue to
qualify as a REIT; (ii) could subject the Company to any additional  taxes under
Section  857 or Section  4981 of the Code;  or (iii)  could  violate  any law or
regulation  of any  governmental  body or agency  having  jurisdiction  over the
Company or its  securities,  unless  such action (or  inaction)  shall have been
specifically consented to by the General Partner in writing.

                                    ARTICLE 4
                              CAPITAL CONTRIBUTIONS

     SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS

     A. INITIAL CAPITAL CONTRIBUTIONS.  The Company, as General Partner and as a
Limited  Partner,  and the other  Persons  LISTED ON  EXHIBIT  A-1 made  Capital
Contributions  to the Partnership as set forth therein and their initial Capital
Account balances ARE AS SET FORTH IN EXHIBIT A-2. THE GENERAL PARTNER  COMPLETED
EXHIBIT A-1 to reflect  the  Capital  Contributions  made by each  Partner,  the
Partnership  Units assigned to each Partner and the  Percentage  Interest in the
Partnership represented by such Partnership Units.

     B. GENERAL PARTNERSHIP  INTEREST. A number of Partnership Units held by the
Company equal to one percent (1%) of all outstanding  Partnership Units shall be
deemed to be the  General  Partner  Partnership  Units and shall be the  General
Partnership  Interest.  All other Partnership Units held by the Company shall be
deemed to be  Limited  Partnership  Interests  and shall be held by the  General
Partner in its capacity as a Limited Partner in the Partnership.

     C. CAPITAL  CONTRIBUTIONS BY MERGER. To the extent the Partnership acquires
any property by the merger of any other Person into the Partnership, Persons who
receive  Partnership  Interests  in exchange  for their  interests in the Person
merging into the  Partnership  shall become Partners and shall be deemed to have
made Capital Contributions as provided in the applicable merger AGREEMENT AND AS
SET  FORTH  IN  EXHIBIT  A-1,  as  amended  to  reflect   such  deemed   Capital
Contributions.

     D. NO OBLIGATION TO MAKE  ADDITIONAL  CAPITAL  CONTRIBUTIONS.  Each Partner
shall own the number of Partnership  Units set FORTH FOR SUCH PARTNER IN EXHIBIT
A-1 AND SHALL HAVE A  PERCENTAGE  INTEREST  IN THE  PARTNERSHIP  AS SET FORTH IN
EXHIBIT A-1,  which  PERCENTAGE  INTEREST  SHALL BE ADJUSTED IN EXHIBIT A-1 from
time  to  time  by the  General  Partner  to the  extent  necessary  to  reflect
accurately  redemptions,  additional  Capital  Contributions,  the  issuance  of
additional  Partnership Units (pursuant to any merger or otherwise),  or similar
events  having an effect on any  Partner's  Percentage  Interest.  The number of
Partnership  Units  held by the  General  Partner,  in its  capacity  as general
partner,  (equal to one percent (1%) of all outstanding  Partnership  Units from
time to time)  shall be deemed to be the  General  Partner  Interest.  Except as
provided in Sections  4.2,  10.5 or  elsewhere in this  Agreement,  the Partners
shall have no obligation to make any additional  Capital  Contributions or loans
to the Partnership.

     SECTION 4.2 ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS

     A. The General Partner is hereby  authorized to cause the Partnership  from
time to time to issue to the  Partners  (including  the General  Partner and its
Affiliates) or other Persons (including,  without limitation, in connection with
the contribution of property to the Partnership) additional Partnership Units or
other Partnership Interests in one or more classes, or one or more series of any
of  such   classes,   with  such   designations,   preferences   and   relative,
participating,  optional or other special rights,  powers and duties,  including
rights,  powers and duties senior to the Limited Partner Interests issued on the
Effective  Date,  all as shall be determined by the General  Partner in its sole
and  absolute  discretion  subject  to  Massachusetts  law,  including,  without
limitation,  (i) the  allocations of items of Partnership  income,  gain,  loss,
deduction and credit to each such class or series of Partnership Interests; (ii)
the right of each such  class or series  of  Partnership  Interests  to share in
Partnership distributions;  and (iii) the rights of each such class or series of
Partnership  Interests upon  dissolution  and  liquidation  of the  Partnership;
PROVIDED  THAT  no  such  additional  Partnership  Units  or  other  Partnership
Interests  shall be issued to the  General  Partner,  unless  either  (a)(1) the
additional  Partnership Interests are issued in connection with the grant, award
or issuance of REIT Shares or other equity interests by the Company,  which REIT
shares or other equity interests have designations, preferences and other rights
such that the  economic  interests  attributable  to such  REIT  shares or other
equity interests are substantially similar to the designations,  preferences and
other  rights of the  additional  Partnership  Interests  issued to the  General
Partner in accordance  with this Section 4.2A,  and (2) the Company shall make a
Capital  Contribution  to the  Partnership  in an amount  equal to the  proceeds
raised in  connection  with such  issuance,  or (b) the  additional  Partnership
Interests  are  issued  to  all  Partners  in  proportion  to  their  respective
Percentage  Interests.  In addition,  the Company may acquire  Partnership Units
from  other  Partners  pursuant  to  this  Agreement.  In  the  event  that  the
Partnership  issues  Partnership  Interests  pursuant to this Section 4.2A,  the
General  Partner  shall  make such  revisions  to this  Agreement  (without  any
requirement  of receiving  approval of the Limited  Partners)  including but not
limited to the revisions  described in Section 5.4,  Section 6.1 and Section 8.6
hereof,  as it deems  necessary  to  reflect  the  issuance  of such  additional
Partnership  Interests  and the  special  rights,  powers and duties  associated
therewith.  Unless specifically set forth otherwise by the General Partner,  any
Partnership Interest issued after the Effective Date shall have the same rights,
powers and duties as the Partnership Interests issued on the Effective Date.

     B.  From and  after  the date  hereof,  the  Company  shall  not  issue any
additional  REIT Shares (other than REIT Shares  issued  pursuant to Section 8.6
hereof), or rights, options,  warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase REIT Shares (collectively "New
Securities")  other than to all  holders of REIT  Shares  unless (i) the General
Partner  shall  cause  the  Partnership  to  issue to the  Company,  Partnership
Interests or rights, options, warrants or convertible or exchangeable securities
of the Partnership having  designations,  preferences and other rights, all such
that  the  economic  interests  are  substantially  similar  to those of the New
Securities;  and (ii) the Company  contributes to the  Partnership  the proceeds
from the  issuance  of such New  Securities  and from  the  exercise  of  rights
contained in such New Securities. Without limiting the foregoing, the Company is
expressly  authorized to issue New  Securities for no tangible value or for less
than fair market value, and the General Partner is expressly authorized to cause
the Partnership to issue to the Company corresponding  Partnership Interests, so
long as (x) the General Partner concludes in good faith that such issuance is in
the interests of the Company and the Partnership (for example, and not by way of
limitation,  the issuance of REIT Shares and corresponding  Units pursuant to an
employee stock purchase plan providing for employee  grants or purchases of REIT
Shares or employee  stock options that have an exercise  price that is less than
the fair market value of the REIT  Shares,  either at the time of issuance or at
the time of exercise);  and (y) the Company  contributes  all proceeds,  if any,
from such issuance and exercise to the Partnership.

     SECTION 4.3 CONTRIBUTION OF PROCEEDS OF ISSUANCE OF REIT SHARES

     In connection  with the issuance of New Securities  pursuant to Section 4.2
hereof, the General Partner shall contribute to THE PARTNERSHIP ANY PROCEEDS (OR
A PORTION THEREOF) RAISED IN CONNECTION WITH SUCH ISSUANCE; PROVIDED THAT if the
proceeds  actually  received  by the  General  Partner  are less  than the gross
proceeds  of such  issuance as a result of any  underwriter's  discount or other
expenses paid or incurred in  connection  with such  issuance,  then the General
Partner shall be deemed to have made a Capital  Contribution  to the Partnership
in the amount  equal to the sum of the net  proceeds of such  issuance  plus the
amount of such  underwriter's  discount and other  expenses  paid by the General
Partner  (which  discount  and  expense  shall be treated as an expense  for the
benefit of the Partnership  for purposes of Section 7.4 hereof).  In the case of
employee  acquisitions of New Securities at a discount from fair market value or
for no value in connection  with a grant of New  Securities,  the amount of such
discount representing compensation to the employee, as determined by the General
Partner, shall be treated as an expense of the issuance of such New Securities.

                                    ARTICLE 5
                                  DISTRIBUTIONS

     SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS

     A. The General Partner shall  distribute at least quarterly an amount equal
to 100% of Available  Cash generated by the  Partnership  during such quarter or
shorter  period to the  holders of  Partnership  Units who are  Partners  on the
Partnership Record Date with respect to such quarter or shorter period

                  (i)  first,  to the  holders of Series A  Preferred  Units (in
         proportion to the number of Series A Preferred Units owned by each such
         holder) an amount that in the aggregate equals $36,636 for such quarter
         or shorter period;

                  (ii)  second,  to the holders of the Series B Preferred  Units
         (in proportion to the number of Series B Preferred  Units owned by each
         such holder) an amount that in the  aggregate  equals  $35,864 for such
         quarter or shorter period; and

                  (iii) third, to the holders of Common Units in accordance with
         their respective Percentage Interests on such Partnership Record Date;

                  PROVIDED,   THAT  in  no  event  may  a   Partner   receive  a
         distribution  of Available  Cash with respect to a Partnership  Unit if
         such  Partner  is  entitled  to  receive  a  distribution  out of  such
         Available Cash with respect to a REIT Share for which such  PARTNERSHIP
         UNIT HAS BEEN  REDEEMED  OR  EXCHANGED,  AND FURTHER  PROVIDED  that no
         distributions  shall be made  pursuant to clause (iii) above unless all
         cumulative  distributions  with respect to the Series A Preferred Units
         and the Series B Preferred Units for all past distribution  periods and
         the then current distribution period have been or contemporaneously are
         (x)  paid in full or (y)  declared  and a sum  sufficient  for the full
         payment  thereof is set apart for such  payment.  The  General  Partner
         shall take such reasonable efforts, as determined by it in its sole and
         absolute discretion and consistent with the Company's  qualification as
         a REIT, to distribute  Available Cash to (a) the Limited Partners so as
         to preclude any such distribution or portion thereof from being treated
         as part of a sale of property to the  Partnership by a Limited  Partner
         UNDER SECTION 707 OF THE CODE OR THE REGULATIONS  THEREUNDER;  PROVIDED
         THAT the General Partner and the  Partnership  shall not have liability
         to a  Limited  Partner  under  any  circumstances  as a  result  of any
         distribution  to a Limited Partner being so treated and (b) satisfy the
         requirements for qualifying as a REIT under the Code.

     B.  Notwithstanding  anything to the contrary contained herein, the holders
of Series A Preferred  Units and the  holders of Series B Preferred  Units shall
only be entitled to the  distributions  set forth in Section 5.1A(i) and Section
5.1A(ii) above, respectively, for so long as the rental income from the property
located at 51 New York Avenue, Framingham,  Massachusetts is equal to or exceeds
$89,250 (the "Minimum Rental  Income") during any quarter or shorter period.  In
the event that such property does not generate the Minimum  Rental Income in any
quarter or shorter period,  then the distributions  required to be made pursuant
to  Section  5.1A(i)  and  Section  5.1A(ii)  above to the  holders  of Series A
Preferred Units and the holders of Series B Preferred Units, respectively, shall
be decreased in  proportion  to the amount by which the amount of rental  income
actually received during such quarter or shorter period is less than the Minimum
Rental Income.

     SECTION 5.2 AMOUNTS WITHHELD

     All amounts withheld pursuant to the Code or any provisions of any state or
local tax law and Section 10.5 hereof with respect to any allocation, payment or
distribution   to  the  Partners  or  Assignees  shall  be  treated  as  amounts
distributed to the Partners or Assignees  pursuant to Section 5.1 hereof for all
purposes under this Agreement.

     SECTION 5.3 DISTRIBUTIONS UPON LIQUIDATION

     Proceeds from a Terminating Capital Transaction and any other cash received
or reductions  in reserves made after  commencement  of the  liquidation  of the
Partnership shall be distributed to the Partners in accordance with Section 13.2
hereof.

     SECTION  5.4  REVISIONS  TO  REFLECT  ISSUANCE  OF  ADDITIONAL  PARTNERSHIP
INTERESTS

     In the event that the Partnership issues additional  Partnership  Interests
to the General Partner or any Additional  Limited Partner  pursuant to Article 4
hereof,  the General  Partner shall make such  revisions to this Article 5 as it
deems necessary to reflect the issuance of such additional Partnership Interests
and any special rights, duties or powers with respect thereto.

                                    ARTICLE 6
                                   ALLOCATIONS

     SECTION 6.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES

     For purposes of maintaining  the Capital  Accounts and in  determining  the
rights of the Partners  among  themselves,  the  PARTNERSHIP'S  ITEMS OF INCOME,
GAIN, LOSS AND DEDUCTION (COMPUTED IN ACCORDANCE WITH EXHIBIT B attached hereto)
shall be allocated among the Partners in each taxable year (or portion  thereof)
as provided below.

     A.  Subject  to  (iii)  below,  and  after  reduction  for the  allocations
described therein, Net Income shall be allocated

                  (i) first, to the Partners in the same ratio and reverse order
         as Net Loss was allocated to such Partners pursuant to Section 6.1B(ii)
         and (iii) hereof for all fiscal years until the aggregate amount of Net
         Losses previously allocated to the Partners pursuant to such provisions
         of  Section  6.1B  hereof  equal the  aggregate  amount  of Net  Income
         allocated to such Partners pursuant to this clause (i) of Section 6.1A;
         and

                  (ii) thereafter, Net Income shall be allocated to the Partners
         in accordance with their respective Percentage Interests.

                  (iii) Notwithstanding  anything to the contrary in 6.1A(i) and
         (ii) above, items of gross income shall be allocated

                           (a) first to the holders of Series A Preferred Units,
         pro rata, in proportion to the number of Series A Preferred Units owned
         by each,  until the aggregate  amount of income  allocated  pursuant to
         this  clause (a) for all fiscal  periods  equals the  aggregate  amount
         distributed  to the  holders of Series A  Preferred  Units  pursuant to
         clause (i) of Section 5.1A hereof for all fiscal periods, and

                           (b)  second,  to the  holders  of Series B  Preferred
         Units,  pro rata,  in  proportion  to the number of Series B  Preferred
         Units owned by each,  until the  aggregate  amount of income  allocated
         pursuant to this clause (b) for all fiscal periods equals the aggregate
         amount  distributed to the holders of Series B Preferred Units pursuant
         to clause (ii) of Section 5.1A hereof for all fiscal periods.

     B. AFTER GIVING EFFECT TO THE SPECIAL ALLOCATIONS SET FORTH IN SECTION 1 OF
EXHIBIT C attached hereto, Net Losses shall be allocated

                  (i) first, to the Partners in the same ratio and reverse order
         as Net  Income  was  allocated  to such  Partners  pursuant  to Section
         6.1A(ii) hereof for all fiscal years until the aggregate  amount of Net
         Income  previously  allocated  to such  Partners  pursuant  to  Section
         6.1A(ii)  hereof equals the aggregate  amount of Net Loss  allocated to
         such Partners pursuant to this Section 6.1B(i) hereof;

                  (ii) second, to the Partners, pro rata, in proportion to their
         Adjusted  Capital Account balance until their Adjusted  Capital Account
         balance has been  reduced to zero,  provided  however,  for purposes of
         this Section  6.1B(ii) hereof each Partner's  Adjusted  Capital Account
         balance  shall  not  include  the  portion  of  such  Capital   Account
         attributable  to the Series A Preferred Units or the Series B Preferred
         Units;

                  (iii) third,  to the holders of the Series B Preferred  Units,
         pro rata,  in  proportion  to their  portion of their  Capital  Account
         balance  attributable  to the  Series  B  Preferred  Units,  until  the
         aggregate amount of Net Loss allocated to such holders pursuant to this
         Section  6.1B(iii)  hereof has reduced  such  portion of their  Capital
         Account balance to zero;

                  (iv) fourth,  to the holders of the Series A Preferred  Units,
         pro rata,  in  proportion  to their  portion of their  Capital  Account
         balance  attributable  to the  Series  A  Preferred  Units,  until  the
         aggregate  amount of Net Losses  allocated to such holders  pursuant to
         this Section  6.1B(iv) hereof has reduced such portion of their Capital
         Account balance to zero;

                  (v) fifth, to the Partners in accordance with their respective
         Percentage  Interests;  provided that Net Losses shall not be allocated
         to any Limited Partner to the extent such  allocation  would cause such
         Limited Partner to have an Adjusted Capital Account Deficit; and

                  (vi)  thereafter,  all Net Losses in excess of the limitations
         set forth in this Section 6.1B hereof shall be allocated to the General
         Partner.

     C. For purposes of Regulations Section 1.752-3(a),  the Partners agree that
Nonrecourse  Liabilities  of the  Partnership  in  excess  of the sum of (i) the
amount of  Partnership  Minimum  Gain and (ii) the total  amount of  Nonrecourse
Built-in  Gain shall be allocated  among the Partners in  accordance  with their
respective  interests  in  Partnership  profits,  as  determined  by the General
Partner in its  reasonable  discretion  after  taking into  account all relevant
facts and circumstances.

     D. Any  gain  allocated  to the  Partners  upon  the sale or other  taxable
disposition of any Partnership asset shall to the EXTENT POSSIBLE,  AFTER TAKING
INTO  ACCOUNT  OTHER  REQUIRED  ALLOCATIONS  OF GAIN  PURSUANT  TO EXHIBIT C, be
characterized as Recapture Income in the same proportions and to the same extent
as such  Partners  have been  allocated  any  deductions  directly or indirectly
giving rise to the treatment of such gains as Recapture Income.

                                    ARTICLE 7
                      MANAGEMENT AND OPERATIONS OF BUSINESS

     SECTION 7.1 MANAGEMENT

     A. Except as otherwise expressly provided in this Agreement, all management
powers  over the  business  and  affairs  of the  Partnership  are and  shall be
exclusively vested in the General Partner, and no Limited Partner shall have any
right to  participate  in or  exercise  control  or  management  power  over the
business and affairs of the Partnership.  The General Partner may not be removed
by the Limited  Partners with or without cause. In addition to the powers now or
hereafter  granted a general partner of a limited  partnership  under applicable
law or which are granted to the General  Partner  under any other  provision  of
this Agreement,  the General Partner,  subject to Section 7.3 hereof, shall have
full power and authority to do all things deemed necessary or desirable by it to
conduct the  business of the  Partnership,  to exercise  all powers set forth in
Section  3.2 hereof and to  effectuate  the  purposes  set forth in Section  3.1
hereof, including, without limitation:

                 (1)       the  making  of  any  expenditures,  the  lending  or
                           borrowing of money  (including,  without  limitation,
                           making  prepayments  on loans and borrowing  money to
                           permit the Partnership to make  distributions  to its
                           Partners  in such  amounts as will permit the Company
                           (so long as the Company qualifies as a REIT) to avoid
                           the payment of any federal income tax (including, for
                           this purpose, any excise tax pursuant to Section 4981
                           of  the  Code)  and  to  make  distributions  to  its
                           shareholders  in  amounts  sufficient  to permit  the
                           Company to maintain REIT status),  the  assumption or
                           guarantee of, or other contracting for,  indebtedness
                           and other  liabilities,  the  issuance of evidence of
                           indebtedness  (including  the securing of the same by
                           deed,  mortgage,  deed  of  trust  or  other  lien or
                           encumbrance  on the  Partnership's  assets)  and  the
                           incurring of any  obligations it deems  necessary for
                           the conduct of the activities of the Partnership;

                 (2)       the making of tax,  regulatory and other filings,  or
                           rendering   of   periodic   or   other   reports   to
                           governmental  or other agencies  having  jurisdiction
                           over the business or assets of the  Partnership,  the
                           registration  of  any  class  of  securities  of  the
                           Partnership  under  the  Securities  Exchange  Act of
                           1934,  as  amended,  and  the  listing  of  any  debt
                           securities of the Partnership on any exchange;

                 (3)       the  acquisition,   disposition,   mortgage,  pledge,
                           encumbrance,  hypothecation or exchange of any assets
                           of the  Partnership  (including the exercise or grant
                           of any conversion, option, privilege, or subscription
                           right or other right available in connection with any
                           assets  at any time held by the  Partnership)  or the
                           merger or other  combination of the Partnership  with
                           or into another entity (all of the foregoing  subject
                           to any prior approval only to the extent  required by
                           Section 7.3 hereof);

                 (4)       the use of the assets of the Partnership  (including,
                           without  limitation,  cash on hand)  for any  purpose
                           consistent  with the terms of this  Agreement  and on
                           any terms it sees fit, including, without limitation,
                           the financing of the conduct of the operations of the
                           Company,  the Partnership or any of the Partnership's
                           Subsidiaries,  the lending of funds to other  Persons
                           (including,  without limitation,  the Subsidiaries of
                           the Partnership and/or the Company) and the repayment
                           of   obligations   of   the   Partnership   and   its
                           Subsidiaries  and any other Person in which it has an
                           equity   investment,   and  the   making  of  capital
                           contributions to its Subsidiaries;

                 (5)       the  management,   operation,  leasing,  landscaping,
                           repair, alteration,  demolition or improvement of any
                           real   property   or   improvements   owned   by  the
                           Partnership or any Subsidiary of the Partnership;

                 (6)       the  negotiation,  execution,  and performance of any
                           contracts,  conveyances or other instruments that the
                           General Partner  considers useful or necessary to the
                           conduct  of  the  Partnership's   operations  or  the
                           implementation  of the General Partner's powers under
                           this   Agreement,    including    contracting    with
                           contractors,  developers,  consultants,  accountants,
                           legal counsel,  other professional advisors and other
                           agents  and  the  payment  of  their   expenses   and
                           compensation out of the Partnership's assets;

                 (7)       the distribution of Partnership  cash or other
                           Partnership assets in accordance with this Agreement;

                 (8)       holding, managing, investing and reinvesting cash and
                           other assets of the Partnership;

                 (9)       the collection and receipt of revenues and income of
                           the Partnership;

                (10)       the  establishment  of one or more  divisions  of the
                           Partnership, the selection and dismissal of employees
                           of the Partnership  (including,  without  limitation,
                           employees  having titles such as  "president,"  "vice
                           president,"   "secretary"   and  "treasurer"  of  the
                           Partnership),    and   agents,   outside   attorneys,
                           accountants,   consultants  and  contractors  of  the
                           Partnership,   and   the   determination   of   their
                           compensation and other terms of employment or hiring;

                (11)       the  maintenance of such insurance for the benefit of
                           the  Partnership,   the  Partner  and  directors  and
                           officers   thereof   as   it   deems   necessary   or
                           appropriate;

                (12)       the formation of, or  acquisition  of an interest in,
                           and the  contribution  of  property  to, any  further
                           limited or general  partnerships,  joint  ventures or
                           other   relationships   that   it   deems   desirable
                           (including,  without  limitation,  the acquisition of
                           interests in, and the  contributions  of property to,
                           its Subsidiaries and any other Person in which it has
                           an equity investment from time to time);

                (13)       the control of any matters  affecting  the rights and
                           obligations   of  the   Partnership,   including  the
                           settlement,  compromise, submission to arbitration or
                           any other form of dispute resolution,  or abandonment
                           of, any claim,  cause of action,  liability,  debt or
                           damages, due or owing to or from the Partnership, the
                           commencement or defense of suits,  legal proceedings,
                           administrative  proceedings,   arbitration  or  other
                           forms of dispute  resolution,  and the representation
                           of the Partnership in all suits or legal proceedings,
                           administrative  proceedings,  arbitrations  or  other
                           forms of dispute  resolution,  the incurring of legal
                           expense,   and  the  indemnification  of  any  Person
                           against  liabilities and  contingencies to the extent
                           permitted by law;

                (14)       the  undertaking of any action in connection with the
                           Partnership's  direct or indirect  investment  in its
                           Subsidiaries or any other Person (including,  without
                           limitation,  the contribution or loan of funds by the
                           Partnership to such Persons);

                (15)       the  determination  of the fair  market  value of any
                           Partnership  property  distributed in kind using such
                           reasonable method of valuation as the General Partner
                           may adopt;

                (16)       the  exercise,  directly or  indirectly,  through any
                           attorney-in-fact  acting  under a general  or limited
                           power of attorney, of any right,  including the right
                           to vote,  appurtenant to any asset or investment held
                           by the Partnership;

                (17)       the  exercise  of any of the  powers  of the  General
                           Partner  enumerated in this Agreement on behalf of or
                           in connection  with any Subsidiary of the Partnership
                           or any other  Person in which the  Partnership  has a
                           direct or indirect interest, or jointly with any such
                           Subsidiary or other Person;

                (18)       the  exercise  of any of the  powers  of the  General
                           Partner enumerated in this Agreement on behalf of any
                           Person  in  which  the  Partnership  does not have an
                           interest    pursuant   to    contractual   or   other
                           arrangements with such Person;

                (19)       the  making,  execution  and  delivery of any and all
                           deeds,  leases,  notes,  mortgages,  deeds of  trust,
                           security    agreements,    conveyances,    contracts,
                           guarantees,    warranties,    indemnities,   waivers,
                           releases  or  legal   instruments  or  agreements  in
                           writing necessary or appropriate,  in the judgment of
                           the General Partner, for the accomplishment of any of
                           the powers of the General Partner  enumerated in this
                           Agreement; and

                (20)       the  issuance of  additional  Partnership  Units,  as
                           appropriate, in connection with Capital Contributions
                           by Additional Limited Partners and additional Capital
                           Contributions  by  Partners  pursuant  to  Article  4
                           hereof.

     B.  Each of the  Limited  Partners  agrees  that  the  General  Partner  is
authorized to execute,  deliver and perform the  above-mentioned  agreements and
transactions on behalf of the Partnership  without any further act,  approval or
vote of the  Partners,  notwithstanding  any other  provision of this  Agreement
(except as provided in Section 7.3 hereof,  the Act or any applicable  law, rule
or regulation, to the fullest extent permitted under the Act or other applicable
law, rule or regulation.  The execution,  delivery or performance by the General
Partner or the  Partnership of any agreement  authorized or permitted under this
Agreement  shall not constitute a breach by the General Partner of any duty that
the General Partner may owe the Partnership or the Limited Partners or any other
Persons under this Agreement or of any duty stated or implied by law or equity.

     C. At all times from and after the date  hereof,  the  General  Partner may
cause the  Partnership  to establish  and maintain at any and all times  working
capital  accounts  and other cash or  similar  balances  in such  amounts as the
General  Partner,  in its sole and absolute  discretion,  deems  appropriate and
reasonable from time to time.

     D. In exercising its authority  under this  Agreement,  the General Partner
may, but shall be under no obligation to, take into account the tax consequences
to any  Partner  of any  action  taken  by  it.  The  General  Partner  and  the
Partnership   shall  not  have   liability  to  a  Limited   Partner  under  any
circumstances,  as a result of an income tax liability  incurred by such Limited
Partner as a result of an action (or  inaction)  by the  General  Partner  taken
pursuant to its authority  under this Agreement and in accordance with the terms
of Section  7.3 hereof.  The Limited  Partners  expressly  acknowledge  that the
General  Partner is acting on behalf of the  Partnership,  the  Company  and the
Company's stockholders collectively.

     SECTION 7.2 CERTIFICATE OF LIMITED PARTNERSHIP

     The  General  Partner  has  previously  filed the  Certificate  of  Limited
Partnership  with the Secretary of State of the Commonwealth of Massachusetts as
required by the Act. The General  Partner  shall use all  reasonable  efforts to
cause to be filed such other  certificates or documents as may be reasonable and
necessary or appropriate  for the  formation,  continuation,  qualification  and
operation  of a limited  partnership  (or a  partnership  in which  the  limited
partners have limited  liability) in the Commonwealth of  Massachusetts  and any
other state, or the District of Columbia,  in which the Partnership may elect to
do business or own property. To the extent that such action is determined by the
General  Partner to be  reasonable  and  necessary or  appropriate,  the General
Partner shall file amendments to and  restatements of the Certificate of Limited
Partnership  and do all of the things to maintain the  Partnership  as a limited
partnership  (or a  partnership  in which  the  limited  partners  have  limited
liability) under the laws of the  Commonwealth of  Massachusetts  and each other
state,  or the District of Columbia,  in which the  Partnership  may elect to do
business or own property.  Subject to the terms of Section 8.5A(4)  hereof,  the
General  Partner shall not be required,  before or after  filing,  to deliver or
mail a copy of the Certificate of Limited  Partnership or any amendment  thereto
to any Limited Partner.

     SECTION 7.3 RESTRICTIONS ON GENERAL PARTNER AUTHORITY.  The General Partner
may not take any action in contravention of an express prohibition or limitation
of this  Agreement  without the written  Consent of Limited  Partners  holding a
majority of the Percentage  Interests of the Limited Partners (including Limited
Partner Interests held by the Company),  or such other percentage of the Limited
Partners  as  may be  specifically  provided  for  under  a  provision  of  this
Agreement.

     SECTION 7.4  REIMBURSEMENT  OF THE GENERAL PARTNER AND THE COMPANY;  DRIP'S
AND REPURCHASE PROGRAMS

     A. Except as provided in this Section 7.4 and  elsewhere in this  Agreement
(including the provisions of Articles 5 and 6 regarding distributions, payments,
and  allocations to which it may be entitled),  the General Partner shall not be
compensated for its services as general partner of the Partnership.

     B. The General  Partner  shall be reimbursed  on a monthly  basis,  or such
other basis as it may  determine  in its sole and absolute  discretion,  for all
expenses  that it incurs  relating to the ownership and operation of, or for the
benefit  of,  the  Partnership  (including,  without  limitation,  (i)  expenses
relating to the ownership of interests in and operation of the Partnership, (ii)
compensation, if any, of the Company's officers and employees including, without
limitation,  payments under the General  Partner's  Stock  Incentive  Plans that
provides for stock units, or other phantom stock, pursuant to which employees of
the General  Partner will receive  payments based upon dividends on or the value
of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses
of being a public  company,  including  costs of filings with the Securities and
Exchange  Commission,  reports  and OTHER  DISTRIBUTIONS  TO ITS  STOCKHOLDERS);
PROVIDED  THAT the  amount of any such  reimbursement  shall be  reduced  by any
interest  earned by the General  Partner with respect to bank  accounts or other
instruments  or accounts held by it on behalf of the  Partnership.  The Partners
acknowledge  that all such expenses of the General  Partner are deemed to be for
the benefit of the Partnership.  Such reimbursement  shall be in addition to any
reimbursement  made as a result  of  indemnification  pursuant  to  Section  7.7
hereof.

     C. As set forth in Section  4.3  hereof,  the  Company  shall be treated as
having made a Capital  Contribution in the amount of all expenses that it incurs
relating to the Company's offering of New Securities.

     D. In the  event  that  the  Company  shall  elect  to  purchase  from  its
shareholders  REIT  Shares for the  purpose of  delivering  such REIT  Shares to
satisfy an obligation  under any dividend  reinvestment  program  adopted by the
Company, any employee stock purchase plan adopted by the Company, or any similar
obligation  or  arrangement  undertaken  by the Company in the future or for the
purpose of retiring such REIT Shares, the purchase price paid by the Company for
such REIT Shares and any other  expenses  incurred by the Company in  connection
with such purchase shall be considered  expenses of the Partnership and shall be
advanced to the Company or reimbursed  to the Company,  subject to the condition
that: (i) if such REIT Shares subsequently are sold by the Company,  the Company
shall pay to the Partnership any proceeds  received by the Company for such REIT
Shares (which sales  proceeds  shall include the amount of dividends  reinvested
under any dividend  reinvestment or similar program  provided that a transfer of
REIT Shares for Units  pursuant to Section 8.6 hereof would not be  considered a
sale for such purposes);  and (ii) if such REIT Shares are not  retransferred by
the Company within thirty (30) days after the purchase  thereof,  or the Company
otherwise determines not to retransfer such REIT Shares, the Company, as General
Partner,  shall cause the  Partnership to redeem a number of  Partnership  Units
held by the  Company,  as a Limited  Partner,  equal to the product  obtained by
dividing the number of such REIT Shares by the Conversion  Factor (in which case
such  advancement or  reimbursement  of expenses shall be treated as having been
made as a distribution in redemption of such number of Partnership Units held by
the Company).

     SECTION 7.5 OUTSIDE ACTIVITIES OF THE GENERAL PARTNER

     The General Partner shall not directly or indirectly  enter into or conduct
any  business  other than in  connection  with the  ownership,  acquisition  and
disposition of  Partnership  Interests and the management of the business of the
Partnership,  and such activities as are incidental thereto. The General Partner
and any Affiliates of the General Partner may acquire Limited Partner  Interests
and shall be entitled to exercise  all rights of a Limited  Partner  relating to
such Limited Partner Interests.

     SECTION 7.6 CONTRACTS WITH AFFILIATES

     A. The  Partnership  may lend or  contribute  funds or other  assets to its
Subsidiaries  or other  Persons  in which it has an equity  investment  and such
Persons  may  borrow  funds  from  the  Partnership,  on  terms  and  conditions
established  in the sole and absolute  discretion  of the General  Partner.  The
foregoing  authority  shall  not  create  any right or  benefit  in favor of any
Subsidiary or any other Person.

     B. Except as provided in Section 7.5 hereof,  the  Partnership may transfer
assets to joint  ventures,  other  partnerships,  corporations or other business
entities  in which it is or thereby  becomes a  participant  upon such terms and
subject to such conditions  consistent with this Agreement and applicable law as
the  General  Partner,  in  its  sole  and  absolute  discretion,  believes  are
advisable.

     C. Except as  expressly  permitted by this  Agreement,  neither the General
Partner nor any of its  Affiliates  shall sell,  transfer or convey any property
to, or purchase any property  from,  the  Partnership,  directly or  indirectly,
except  pursuant to  transactions  that are determined by the General Partner in
good faith to be fair and reasonable.

     D. The General Partner, in its sole and absolute discretion and without the
approval  of the  Limited  Partners,  may  propose  and adopt,  on behalf of the
Partnership,  employee  benefit  plans,  stock option  plans,  and similar plans
funded by the Partnership  for the benefit of employees of the General  Partner,
the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them
in respect of services performed, directly or indirectly, for the benefit of the
Partnership, the General Partner, or any Subsidiaries of the Partnership.

     E. The General  Partner is expressly  authorized to enter into, in the name
and on behalf of the Partnership,  a right of first opportunity  arrangement and
other conflict  avoidance  agreements with various Affiliates of the Partnership
and the General Partner,  on such terms as the General Partner,  in its sole and
absolute discretion, believes are advisable.

     SECTION 7.7 INDEMNIFICATION

     A. To the fullest extent  permitted by  Massachusetts  law, the Partnership
shall  indemnify each  Indemnitee  from and against any and all losses,  claims,
damages, liabilities, joint or several, expenses (including, without limitation,
attorneys   fees  and  other  legal  fees  and  expenses),   judgments,   fines,
settlements,  and  other  amounts  arising  from  any and all  claims,  demands,
actions, suits or proceedings, civil, criminal, administrative or investigative,
that relate to the operations of the  Partnership or the Company as set forth in
this Agreement, in which such Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, unless it is established that: (i) the act or
omission  of the  Indemnitee  was  material  to the  matter  giving  rise to the
proceeding and either was committed in bad faith or was the result of active and
deliberate  dishonesty;  (ii)  the  Indemnitee  actually  received  an  improper
personal  benefit in money,  property or  services;  or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful.  Without  limitation,  the foregoing  indemnity  shall
extend to any liability of any Indemnitee, pursuant to a loan guaranty (except a
guaranty by a limited partner of nonrecourse  indebtedness of the Partnership or
as  otherwise  provided  in  any  such  loan  guaranty)  or  otherwise  for  any
indebtedness of the Partnership or any Subsidiary of the Partnership  (including
without limitation,  any indebtedness which the Partnership or any Subsidiary of
the  Partnership  has assumed or taken  subject to), and the General  Partner is
hereby authorized and empowered, on behalf of the Partnership, to enter into one
or more indemnity agreements  consistent with the provisions of this Section 7.7
in favor of any Indemnitee  having or potentially  having liability for any such
indebtedness.  The  termination of any proceeding by conviction of an Indemnitee
or upon a plea of nolo  contendere  or its  equivalent by an  Indemnitee,  or an
entry of an order of probation against an Indemnitee prior to judgment,  creates
a rebuttable presumption that such Indemnitee acted in a manner contrary to that
specified in this Section 7.7A. Any indemnification pursuant to this Section 7.7
shall be made only out of the assets of the Partnership, and neither the General
Partner nor any Limited  Partner shall have any  obligation to contribute to the
capital  of  the  Partnership,   or  otherwise  provide  funds,  to  enable  the
Partnership to fund its obligations under this Section 7.7.

     B. It is the intention of the Partners that the General  Partner will incur
no liability to the Partnership or any Limited  Partner for losses  sustained or
liabilities incurred as a result of errors in judgment or of any act or omission
if the General Partner  carried out its duties in good faith.  In addition,  the
General Partner shall not be responsible for any misconduct or negligence on the
part of its agents,  provided the General Partner  appointed such agents in good
faith.  Nothing  herein shall be construed as prohibiting  the General  Partners
from  consulting  with  legal  counsel,   accountants,   appraiser,   management
consultants,  investment  bankers and other  consultants  and advisors,  and any
action that the  General  Partner  takes or omits to take in  reliance  upon the
opinions of such persons, as to matters that it reasonably believes to be within
their professional or expert competence,  shall be conclusively presumed to have
been done or omitted in good faith and in accordance with such opinion.

     C.  Reasonable  expenses  incurred  by an  Indemnitee  who is a party  to a
proceeding  shall be paid or  reimbursed  by the  Partnership  in advance of the
final  disposition  of the proceeding  upon receipt by the  Partnership of (i) a
written affirmation by the Indemnitee of the Indemnitee's good faith belief that
the standard of conduct  necessary for  indemnification  by the  Partnership  as
authorized in Section 7.7A has been met, and (ii) a written undertaking by or on
behalf  of the  Indemnitee  to  repay  the  amount  if it  shall  ultimately  be
determined that the standard of conduct has not been met.

     D. The indemnification provided by this Section 7.7 shall be in addition to
any other  rights to which an  Indemnitee  or any other  Person may be  entitled
under any agreement, pursuant to any vote of the Partners, as a matter of law or
otherwise,  and shall  continue as to an  Indemnitee  who has ceased to serve in
such capacity unless otherwise provided in a written agreement pursuant to which
such Indemnitee is indemnified.

     E. The  Partnership  may,  but  shall not be  obligated  to,  purchase  and
maintain  insurance,  on behalf of the Indemnitees and such other Persons as the
General  Partner shall  determine,  against any  liability  that may be asserted
against or expenses that may be incurred by such Person in  connection  with the
Partnership's  activities,  regardless of whether the Partnership would have the
power to indemnify such Person  against such  liability  under the provisions of
this Agreement.

     F. For purposes of this Section  7.7,  the  Partnership  shall be deemed to
have  requested an Indemnitee to serve as fiduciary of an employee  benefit plan
whenever the  performance  by it of its duties to the  Partnership  also imposes
duties on, or otherwise  involves services by, it to the plan or participants or
beneficiaries  of the plan;  excise taxes assessed on an Indemnitee with respect
to an employee  benefit plan pursuant to applicable law shall  constitute  fines
within  the  meaning  of  Section  7.7;  and  actions  taken or  omitted  by the
Indemnitee  with respect to an employee  benefit plan in the  performance of its
duties for a purpose  reasonably  believed  by it to be in the  interest  of the
participants  and  beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Partnership.

     G. In no event may an  Indemnitee  subject any of the  Partners to personal
liability  by  reason  of the  indemnification  provisions  set  forth  in  this
Agreement.

     H. An Indemnitee  shall not be denied  indemnification  in whole or in part
under this Section 7.7 because the Indemnitee had an interest in the transaction
with  respect  to which  the  indemnification  applies  if the  transaction  was
otherwise permitted by the terms of this Agreement.

     I.  The  provisions  of  this  Section  7.7  are  for  the  benefit  of the
Indemnitees,  their heirs, successors,  assigns and administrators and shall not
be deemed  to create  any  rights  for the  benefit  of any other  Persons.  Any
amendment,  modification  or repeal of this Section 7.7 or any provision  hereof
shall be  prospective  only and shall not in any way  affect  the  Partnership's
liability to any  Indemnitee  under this  Section 7.7, as in effect  immediately
prior to such amendment,  modification, or repeal with respect to claims arising
from or  relating  to  matters  occurring,  in whole  or in part,  prior to such
amendment,  modification or repeal,  regardless of when such claims may arise or
be asserted.

     SECTION 7.8 LIABILITY OF THE GENERAL PARTNER

     A.  Notwithstanding  anything to the contrary set forth in this  Agreement,
the  General  Partner and its  officers  and  directors  shall not be liable for
monetary  damages to the  Partnership,  any Partners or any Assignees for losses
sustained  or  liabilities  incurred as a result of errors in judgment or of any
act or omission if the General Partner acted in good faith.

     B. The Limited Partners  expressly  acknowledge  that, as stated in Section
7.1D,  the  General  Partner  is acting on  behalf  of the  Partnership  and the
shareholders of the Company  collectively,  that the General Partner is under no
obligation  to  consider  the  separate  interests  of the  Limited  Partners in
deciding  whether  to cause the  Partnership  to take (or  decline  to take) any
actions,  and that the General Partner shall not be liable for monetary  damages
for losses sustained,  liabilities  incurred, or benefits not derived by Limited
Partners in connection  with such  decisions,  provided that the General Partner
has acted in good faith.

     C. Subject to its  obligations  and duties as General  Partner set forth in
Section 7.1A hereof,  the General Partner may exercise any of the powers granted
to it by this  Agreement and perform any of the duties imposed upon it hereunder
either  directly or by or through its agents.  The General  Partner shall not be
responsible  for any  misconduct  or  negligence  on the part of any such  agent
appointed by the General Partner in good faith.

     D.  Any  amendment,  modification  or  repeal  of this  Section  7.8 or any
provision  hereof shall be prospective  only and shall not in any way affect the
limitations on the General Partner's and its officers' and directors'  liability
to the Partnership and the Limited  Partners under this Section 7.8 as in effect
immediately  prior to such  amendment,  modification  or repeal with  respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment,  modification  or repeal,  regardless of when such claims may
arise or be asserted.

     SECTION 7.9 OTHER MATTERS CONCERNING THE GENERAL PARTNER

     A. The  General  Partner  may rely and shall be  protected  in  acting,  or
refraining from acting, upon any resolution, certificate, statement, instrument,
opinion,  report, notice,  request,  consent,  order, bond, debenture,  or other
paper or  document  believed  by it in good faith to be genuine and to have been
signed or presented by the proper party or parties.

     B. The  General  Partner  may  consult  with  legal  counsel,  accountants,
appraisers,  management consultants,  investment bankers, architects, engineers,
environmental consultants and other consultants and advisers selected by it, and
any act  taken or  omitted  to be taken in  reliance  upon the  opinion  of such
Persons as to matters  which such  General  Partner  reasonably  believes  to be
within such Person's  professional  or expert  competence  shall be conclusively
presumed to have been done or omitted in good faith and in accordance  with such
opinion.

     C. The  General  Partner  shall  have the  right,  in respect of any of its
powers or  obligations  hereunder,  to act  through  any of its duly  authorized
officers and duly appointed attorneys-in-fact.  Each such attorney shall, to the
extent provided by the General Partner in the power of attorney, have full power
and authority to do and perform all and every act and duty which is permitted or
required to be done by the General Partner hereunder.

     D.  Notwithstanding  any other provisions of this Agreement or the Act, any
action of the General  Partner on behalf of the  Partnership  or any decision of
the  General  Partner  to  refrain  from  acting on  behalf of the  Partnership,
undertaken in the good faith belief that such action or omission is necessary or
advisable  in order (i) to protect  the  ability of the  Company to  continue to
qualify  as a REIT;  or (ii) to avoid the  Company  incurring  any  taxes  under
Section 857 or Section  4981 of the Code,  is  expressly  authorized  under this
Agreement and is deemed approved by all of the Limited Partners.

     SECTION 7.10 TITLE TO PARTNERSHIP ASSETS

     Title to Partnership  assets,  whether real,  personal or mixed and whether
tangible or  intangible,  shall be deemed to be owned by the  Partnership  as an
entity, and no Partner,  individually or collectively,  shall have any ownership
interest in such Partnership assets or any portion thereof.  Title to any or all
of the  Partnership  assets  may be held in the  name  of the  Partnership,  the
General  Partner or one or more nominees,  as the General Partner may determine,
including Affiliates of the General Partner. The General Partner hereby declares
and warrants  that any  Partnership  assets for which legal title is held in the
name of the General  Partner or any nominee or Affiliate of the General  Partner
shall be held by the General  Partner for the use and benefit of the Partnership
in ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, that the
General Partner shall use its best efforts to cause  beneficial and record title
to such assets to be vested in the Partnership as soon as reasonably practicable
if  failure to so vest such title  would have a material  adverse  effect on the
Partnership.  All  Partnership  assets  shall be recorded as the property of the
Partnership  in its books and records,  irrespective  of the name in which legal
title to such Partnership assets is held.

     SECTION 7.11 RELIANCE BY THIRD PARTIES

     Notwithstanding  anything  to the  contrary in this  Agreement,  any Person
dealing  with the  Partnership  shall be  entitled  to assume  that the  General
Partner has full power and authority,  without  consent or approval of any other
Partner or Person, to encumber,  sell or otherwise use in any manner any and all
assets  of the  Partnership  and to enter  into any  contracts  on behalf of the
Partnership,  and take any and all actions on behalf of the Partnership and such
Person  shall be  entitled  to deal with the  General  Partner as if the General
Partner  were  the  Partnership's  sole  party in  interest,  both  legally  and
beneficially.  Each Limited  Partner hereby waives any and all defenses or other
remedies  which may be  available  against  such  Person to  contest,  negate or
disaffirm any action of the General Partner in connection with any such dealing.
In  no  event  shall  any  Person  dealing  with  the  General  Partner  or  its
representatives  be obligated to ascertain that the terms of this Agreement have
been  complied with or to inquire into the necessity or expedience of any act or
action  of  the  General  Partner  or  its   representatives.   Each  and  every
certificate,  document or other instrument executed on behalf of the Partnership
by the General Partner or its  representatives  shall be conclusive  evidence in
favor of any and every Person relying thereon or claiming thereunder that (i) at
the  time of the  execution  and  delivery  of  such  certificate,  document  or
instrument,  this  Agreement  was in full  force  and  effect;  (ii) the  Person
executing and  delivering  such  certificate,  document or  instrument  was duly
authorized  and  empowered  to do so for and on behalf of the  Partnership;  and
(iii) such  certificate,  document or instrument was duly executed and delivered
in accordance  with the terms and  provisions  of this  Agreement and is binding
upon the Partnership.

                                    ARTICLE 8
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

     SECTION 8.1 LIMITATION OF LIABILITY

     The Limited Partners shall have no liability under this Agreement except as
expressly  provided in this Agreement,  including  Section 10.5 hereof, or under
the Act.

     SECTION 8.2 MANAGEMENT OF BUSINESS

     No Limited Partner or Assignee (other than the General Partner,  any of its
Affiliates or any officer,  director,  employee, agent or trustee of the General
Partner, the Partnership or any of their Affiliates,  in their capacity as such)
shall take part in the operation,  management or control  (within the meaning of
the  Act)  of  the  Partnership's   business,   transact  any  business  in  the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. The transaction of any such business by the General Partner, any of
its Affiliates or any officer, director,  employee, partner, agent or trustee of
the  General  Partner,  the  Partnership  or any of their  Affiliates,  in their
capacity as such,  shall not affect,  impair or eliminate the limitations on the
liability of the Limited Partners or Assignees under this Agreement.

     SECTION 8.3 OUTSIDE ACTIVITIES OF LIMITED PARTNERS

     Subject to any agreements  entered into pursuant to Section 7.6E hereof and
any other  agreements  entered into by a Limited  Partner or its Affiliates with
the Partnership or any of its Subsidiaries,  any Limited Partner (other than the
Company) and any  officer,  director,  employee,  agent,  trustee,  Affiliate or
shareholder  of any Limited  Partner  shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership,  including  business  interests and  activities  that are in direct
competition  with the  Partnership or that are enhanced by the activities of the
Partnership.  Neither the  Partnership nor any Partners shall have any rights by
virtue of this  Agreement  in any  business  ventures of any Limited  Partner or
Assignee.  None of the Limited  Partners  (other than the Company) nor any other
Person  shall have any  rights by virtue of this  Agreement  or the  Partnership
relationship established hereby in any business ventures of any other Person and
such Person  shall have no  obligation  pursuant to this  Agreement to offer any
interest in any such business  ventures to the Partnership,  any Limited Partner
or any such other Person,  even if such  opportunity is of a character which, if
presented to the Partnership, any Limited Partner or such other Person, could be
taken by such Person.

     SECTION 8.4 RETURN OF CAPITAL

     Except  pursuant  to the  right of  redemption  set forth in  Section  8.6,
Section 8.7 and Section 8.8 hereof no Limited  Partner  shall be entitled to the
withdrawal  or  return of its  Capital  Contribution,  except  to the  extent of
distributions  made  pursuant  to  THIS  AGREEMENT  OR UPON  TERMINATION  OF THE
PARTNERSHIP  AS  PROVIDED  HEREIN.  EXCEPT TO THE EXTENT  PROVIDED  BY EXHIBIT C
hereof or as otherwise expressly provided in this Agreement,  no Limited Partner
or Assignee  shall have  priority  over any other  Limited  Partner or Assignee,
either as to the return of Capital  Contributions  or as to  profits,  losses or
distributions.

     SECTION 8.5 RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP

     A. In addition to the other  rights  provided by this  Agreement  or by the
Act, and except as limited by Section 8.5C hereof,  each Limited  Partner  shall
have the  right,  for a purpose  reasonably  related to such  Limited  Partner's
interest as a limited  partner in the  Partnership,  upon written  demand with a
statement  of the  purpose of such  demand  and at such  Limited  Partner's  own
expense  (including  such  copying  and  administrative  charges as the  General
Partner may establish from time to time):

                  (1)      to  obtain  a copy  of the  most  recent  annual  and
                           quarterly  reports  filed  with  the  Securities  and
                           Exchange  Commission  by the Company  pursuant to the
                           Securities Exchange Act of 1934, as amended;

                  (2)      to obtain a copy of the Partnership's federal, state
                           and local income tax returns for each Partnership
                           Year;

                  (3)      to obtain a current list of the name and last known
                           business, residence or mailing address of each
                           Partner;

                  (4)      to   obtain  a  copy  of  this   Agreement   and  the
                           Certificate of Limited Partnership and all amendments
                           thereto,  together with executed copies of all powers
                           of  attorney  pursuant to which this  Agreement,  the
                           Certificate of Limited Partnership and all amendments
                           thereto have been executed; and

                  (5)      to obtain  true and full  information  regarding  the
                           amount of cash and a description and statement of any
                           other  property  or  services   contributed  by  each
                           Partner   and  which  each   Partner  has  agreed  to
                           contribute in the future,  and the date on which each
                           became a Partner.

     B. The Partnership shall notify each Limited Partner,  upon request, of the
then current  Conversion  Factor and the REIT Shares Amount per Partnership Unit
and, with reasonable detail, how the same was determined.

     C.  Notwithstanding  any other  provision  of this Section 8.5, the General
Partner may keep confidential from the Limited Partners, for such period of time
as the General  Partner  determines  in its sole and absolute  discretion  to be
reasonable,  any information that (i) the General Partner reasonably believes to
be in the nature of trade secrets or other information,  the disclosure of which
the General  Partner in good faith  believes is not in the best interests of the
Partnership  or  could  damage  the  Partnership  or its  business;  or (ii) the
Partnership is required by law or by agreements with an unaffiliated third party
to keep confidential.

     SECTION 8.6 COMMON UNIT REDEMPTION RIGHT

     A. Subject to Sections 8.6B and 8.6C hereof, on or after that date which is
twelve (12) months after the Effective  DATE,  EACH LIMITED  PARTNER (OTHER THAN
THE  COMPANY)  SHALL HAVE THE RIGHT  (THE  "REDEMPTION  RIGHT")  to require  the
Partnership  to redeem on a  Specified  Redemption  Date all or a portion of the
Common Units held by such Limited Partner at a redemption  price per Common Unit
equal to and in the form of the Cash Amount to be paid by the  Partnership.  The
Redemption Right shall be exercised pursuant to a Notice of Redemption delivered
to the  Partnership  (with a copy to the Company) by the Limited  Partner who is
exercising THE REDEMPTION RIGHT (THE "REDEEMING  PARTNER");  PROVIDED,  HOWEVER,
that the Partnership  shall not be obligated to satisfy such Redemption Right if
the  Company  elects to  purchase  the  Common  Units  subject  to the Notice of
Redemption  pursuant to Section 8.6B hereof.  A Limited Partner may not exercise
the  Redemption  Right for less than one thousand  five hundred  (1,500)  Common
Units or, if such  Limited  Partner  holds less than one  thousand  five hundred
(1,500) Common Units,  all of the  Partnership  Units held by such Partner.  The
Redeeming  Partner  shall have no right,  with  respect  to any Common  Units so
redeemed, to receive any distributions paid on or after the Specified Redemption
Date.  The  Assignee of any  Limited  Partner  may  exercise  the rights of such
Limited Partner  pursuant to this Section 8.6, and such Limited Partner shall be
deemed to have  assigned  such rights to such Assignee and shall be bound by the
exercise of such rights by such  Assignee.  In  connection  with any exercise of
such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall
be paid by the  Partnership  directly to such  Assignee  and not to such Limited
Partner.

     B.  Notwithstanding the provisions of Section 8.6A hereof, upon an election
by a Limited Partner to exercise the Redemption  Right,  the Company may, in its
sole and  absolute  discretion  (subject to the  limitations  on  ownership  and
transfer  of REIT  Shares  set forth in the  Articles  of  Incorporation  of the
Company),  elect to assume directly and satisfy a Redemption  Right by paying to
the Redeeming  Partner either the Cash Amount or the REIT Shares Amount,  as the
Company  determines in its sole and absolute  discretion,  whereupon the Company
shall acquire the Common Units offered for  redemption by the Redeeming  Partner
and shall be treated  for all  purposes of this  Agreement  as the owner of such
Common  Units.  If the Company  shall  elect to  exercise  its right to purchase
Common Units under this Section 8.6B with respect to a Notice of Redemption,  it
shall so notify the  Redeeming  Partner  within five (5) Business Days after the
receipt by it of such Notice of  Redemption.  Unless the Company shall  exercise
its right to purchase Common Units from the Redeeming  Partner  pursuant to this
Section 8.6B, the Company shall not have any obligation to the Redeeming Partner
or the  Partnership  with  respect to the  Redeeming  Partner's  exercise of the
Redemption  Right. In the event the Company shall exercise its right to purchase
Common Units with  respect to the  exercise of a Redemption  Right in the manner
described in the first sentence of this Section 8.6B, the Partnership shall have
no obligation  to pay any amount to the  Redeeming  Partner with respect to such
Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming
Partner,  the Partnership,  and the Company shall treat the transaction  between
the Company and the Redeeming  Partner,  for federal  income tax purposes,  as a
sale of the  Redeeming  Partner's  Common Units to the Company.  Each  Redeeming
Partner agrees to execute such  documents as the Company may reasonably  require
in connection  with the issuance of REIT Shares upon exercise of the  Redemption
Right.

     C.  Notwithstanding the provisions of Section 8.6A and Section 8.6B hereof,
a Partner  shall not be entitled to exercise the  Redemption  Right  pursuant to
Section  8.6A  hereof if the  delivery  of REIT  Shares to such  Partner  on the
Specified  Redemption  Date by the  Company  pursuant  to  Section  8.6B  hereof
(regardless  of whether or not the  Company  would in fact  exercise  its rights
under  Section  8.6B  hereof)   would  be  prohibited   under  the  Articles  of
Incorporation of the Company.

     D.  In  the  event  that  the  Partnership  issues  additional  Partnership
Interests  pursuant to Section 4.2A hereof,  the General Partner shall make such
revisions  to this  Section 8.6 as it  determines  are  necessary to reflect the
issuance of such additional Partnership Interests.

     SECTION 8.7 SERIES A PREFERRED UNITS REDEMPTION

     The  Partnership  shall  have  the  right to  redeem  any  issued  Series A
Preferred Units pursuant to the redemption terms set FORTH ON EXHIBIT F attached
hereto.

     SECTION 8.8 SERIES B PREFERRED UNITS REDEMPTION RIGHT

     The  Partnership  shall  have  the  right to  redeem  any  issued  Series B
Preferred Units pursuant to the redemption terms set FORTH ON EXHIBIT G attached
hereto.

                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

     SECTION 9.1 RECORDS AND ACCOUNTING

     The General Partner shall keep or cause to be kept at the principal  office
of the Partnership those records and documents  required to be maintained by the
Act and other books and records deemed by the General  Partner to be appropriate
with respect to the Partnership's business,  including,  without limitation, all
books and records  necessary to provide to the Limited Partners any information,
lists and copies of  documents  required to be provided  pursuant to Section 9.3
hereof. Any records maintained by or on behalf of the Partnership in the regular
course  of its  business  may be kept on,  or be in the form  of,  punch  cards,
magnetic  tape,  PHOTOGRAPHS,  MICROGRAPHICS  OR ANY OTHER  INFORMATION  STORAGE
DEVICE,  PROVIDED THAT the records so maintained  are  convertible  into clearly
legible  written  form  within a  reasonable  period  of time.  The books of the
Partnership shall be maintained, for financial and tax reporting purposes, on an
accrual basis in accordance with generally accepted  accounting  principles,  or
such  other  basis  as  the  General  Partner  determines  to  be  necessary  or
appropriate.

     SECTION 9.2 FISCAL YEAR

     The fiscal year of the Partnership shall be the calendar year.

     SECTION 9.3 REPORTS

     A. As soon as  practicable,  but in no event  later than one  hundred  five
(105) days after the close of each  Partnership  Year, the General Partner shall
cause to be mailed to each  Limited  Partner as of the close of the  Partnership
Year, an annual report containing financial statements of the Partnership, or of
the Company if such statements are prepared solely on a consolidated  basis with
the Company,  for such Partnership Year,  presented in accordance with generally
accepted  accounting  principles,  such statements to be audited by a nationally
recognized  firm of  independent  public  accountants  selected  by the  General
Partner.

     B. As soon as  practicable,  but in no event  later than one  hundred  five
(105) days after the close of each  calendar  quarter  (except the last calendar
quarter of each  year),  the  General  Partner  shall cause to be mailed to each
Limited Partner as of the last day of the calendar quarter,  a report containing
unaudited  financial  statements of the Partnership,  or of the Company, if such
statements  are prepared  solely on a consolidated  basis with the Company,  and
such other information as may be required by applicable law or regulation, or as
the General Partner determines to be appropriate.

                                   ARTICLE 10
                                   TAX MATTERS

     SECTION 10.1 PREPARATION OF TAX RETURNS

     The General  Partner shall arrange for the preparation and timely filing of
all returns of Partnership  income,  gains,  deductions,  losses and other items
required of the  Partnership for federal and state income tax purposes and shall
use all reasonable  efforts to furnish,  within ninety (90) days of the close of
each taxable year, the tax information  reasonably  required by Limited Partners
for federal and state income tax reporting purposes.

     SECTION 10.2 TAX ELECTIONS

     Except as otherwise provided herein, the General Partner shall, in its sole
and  absolute  discretion,  determine  whether  to make any  available  election
pursuant to the Code. Notwithstanding the above, in making any such tax election
the General Partner shall take into account the tax  consequences to the Limited
Partners  resulting from any such election.  The General Partner shall make such
tax elections on behalf of the  Partnership  as the Limited  Partners  holding a
majority of the Percentage  Interests of the Limited Partners (excluding Limited
Partner  Interests  held by the  Company)  request,  provided  that the  General
Partner  believes  that such  election  is not adverse to the  interests  of the
General  Partner,  including its interest in preserving its  qualification  as a
REIT under the Code. The General Partner intends that Section 704(c) allocations
with  respect  to  contributed  property  shall be made by the  election  of the
so-called  "traditional  method" with  curative  allocations  limited  solely to
allocations  of  gain  on  sale  of  such  contributed  property  to the  extent
allocations of depreciation deductions with respect to such contributed property
to non-contributing  Partners have been limited by the so-called "ceiling rule",
as described in Regulations Section  1.704-3(c)(3)(iii)(B).  The General Partner
shall have the right to seek to revoke  any tax  election  it makes  (including,
without limitation, the election under Section 754 of the Code) upon the General
Partner's  determination,  in  its  sole  and  absolute  discretion,  that  such
revocation is in the best interests of the Partners.

     SECTION 10.3 TAX MATTERS PARTNER

     A.  The  General  Partner  shall  be  the  "tax  matters  partner"  of  the
Partnership for federal income tax purposes.  Pursuant to Section 6230(e) of the
Code, upon receipt of notice from the IRS of the beginning of an  administrative
proceeding  with  respect to the  Partnership,  the tax  matters  partner  shall
furnish the IRS with the name,  address,  taxpayer  identification  number,  and
profit  INTEREST OF EACH OF THE LIMITED  PARTNERS AND THE  ASSIGNEES;  PROVIDED,
HOWEVER,  that such  information  is provided to the  Partnership by the Limited
Partners and the Assignees.

     B. The tax matters partner is authorized, but not required:

                  (1)      to  enter  into  any  settlement  with  the IRS  with
                           respect to any administrative or judicial proceedings
                           for the adjustment of  Partnership  items required to
                           be taken  into  account  by a Partner  for income tax
                           purposes  (such   administrative   proceedings  being
                           referred  to  as a  "tax  audit"  and  such  judicial
                           proceedings being referred to as "judicial  review"),
                           and in  the  settlement  agreement  the  tax  matters
                           partner may expressly state that such agreement shall
                           bind  all  Partners,   except  that  such  settlement
                           agreement  shall not bind any Partner (i) who (within
                           the  time   prescribed   pursuant  to  the  Code  and
                           Regulations) files a statement with the IRS providing
                           that  the tax  matters  partner  shall  not  have the
                           authority  to enter into a  settlement  agreement  on
                           behalf  of such  Partner;  or (ii)  who is a  "notice
                           partner"  (as  defined in Section  6231(a)(8)  of the
                           Code) or a member of a "notice  group" (as defined in
                           Section 6223(b)(2) of the Code);

                  (2)      in the event that a notice of a final  administrative
                           adjustment  at the  Partnership  level  of  any  item
                           required  to be taken into  account by a Partner  for
                           tax purposes (a "final  adjustment") is mailed to the
                           tax matters partner,  to seek judicial review of such
                           final adjustment,  including the filing of a petition
                           for readjustment  with the Tax Court or the filing of
                           a complaint  for refund with the United States Claims
                           Court or the District  Court of the United States for
                           the  district  in which the  Partnership's  principal
                           place of business is located;

                  (3)      to intervene in any action brought by any other
                           Partner for judicial review of a final adjustment;

                  (4)      to file a request  for an  administrative  adjustment
                           with the IRS and, if any part of such  request is not
                           allowed by the IRS, to file an  appropriate  pleading
                           (petition  or  complaint)  for  judicial  review with
                           respect to such request;

                  (5)      to enter into an agreement with the IRS to extend the
                           period for assessing any tax which is attributable to
                           any item required to be taken account of by a Partner
                           for tax  purposes,  or an item affected by such item;
                           and

                  (6)      to take any other action on behalf of the Partners or
                           the  Partnership in connection  with any tax audit or
                           judicial review proceeding to the extent permitted by
                           applicable law or regulations.

     The  taking of any  action  and the  incurring  of any  expense  by the tax
matters  partner in connection  with any such  proceeding,  except to the extent
required  by law,  is a matter in the sole and  absolute  discretion  of the tax
matters partner and the provisions  relating to  indemnification  of the General
Partner set forth in Section  7.7 hereof  shall be fully  applicable  to the tax
matters partner in its capacity as such.

     C. The tax matters partner shall receive no compensation  for its services.
All third  party  costs and  expenses  incurred  by the tax  matters  partner in
performing its duties as such (including legal and accounting fees and expenses)
shall be borne by the Partnership. Nothing herein shall be construed to restrict
the  Partnership  from  engaging  an  accounting  firm to assist the tax matters
partner in discharging its duties hereunder, so long as the compensation paid by
the Partnership for such services is reasonable.

     SECTION 10.4 ORGANIZATIONAL EXPENSES

     The Partnership  shall elect to deduct expenses,  if any, incurred by it in
organizing the Partnership ratably over a sixty (60) month period as provided in
Section 709 of the Code.

     SECTION 10.5 WITHHOLDING

     Each Limited Partner hereby authorizes the Partnership to withhold from, or
pay on behalf of or with respect to, such Limited Partner any amount of federal,
state,  local,  or foreign taxes that the General  Partner  determines  that the
Partnership  is  required  to  withhold  or  pay  with  respect  to  any  amount
distributable  or allocable to such Limited Partner  pursuant to this Agreement,
including,  without limitation, any taxes required to be withheld or paid by the
Partnership  pursuant to Sections  1441,  1442,  1445, or 1446 of the Code.  Any
amount paid on behalf of or with respect to a Limited Partner shall constitute a
loan by the Partnership to such Limited  Partner,  which loan shall be repaid by
such  Limited  Partner  within  fifteen  (15) days after notice from the General
Partner that such payment must be made unless (i) the Partnership withholds such
payment  from a  distribution  which  would  otherwise  be made  to the  Limited
Partner;  or (ii) the  General  Partner  determines,  in its  sole and  absolute
discretion, that such payment may be satisfied out of the available funds of the
Partnership  which would,  but for such payment,  be  distributed to the Limited
Partner.  Any amounts  withheld  pursuant to the  foregoing  clauses (i) or (ii)
shall be  treated as having  been  distributed  to such  Limited  Partner.  Each
Limited Partner hereby unconditionally and irrevocably grants to the Partnership
a security  interest in such Limited  Partner's  Partnership  Interest to secure
such Limited Partner's obligation to pay to the Partnership any amounts required
to be paid pursuant to this Section  10.5.  In the event that a Limited  Partner
fails to pay any amounts owed to the  Partnership  pursuant to this Section 10.5
when due, the General Partner may, in its sole and absolute discretion, elect to
make the  payment  to the  Partnership  on  behalf  of such  defaulting  Limited
Partner,  and in such event  shall be deemed to have  loaned such amount to such
defaulting  Limited  Partner and shall succeed to all rights and remedies of the
Partnership as against such defaulting Limited Partner.  Without limitation,  in
such event the  General  Partner  shall have the right to receive  distributions
that would otherwise be distributable  to such defaulting  Limited Partner until
such time as such loan,  together  with all interest  thereon,  has been paid in
full,  and any such  distributions  so received by the General  Partner shall be
treated  as having  been  distributed  to the  defaulting  Limited  Partner  and
immediately  paid by the defaulting  Limited  Partner to the General  Partner in
repayment of such loan. Any amounts payable by a Limited Partner hereunder shall
bear  interest  at the lesser of (A) the base rate on  corporate  loans at large
United States money CENTER  COMMERCIAL  BANKS, AS PUBLISHED FROM TIME TO TIME IN
THE WALL STREET  JOURNAL,  plus four (4) percentage  points,  or (B) the MAXIMUM
LAWFUL  RATE OF INTEREST ON SUCH  OBLIGATION,  SUCH  INTEREST TO ACCRUE FROM THE
DATE SUCH AMOUNT IS DUE (I.E., fifteen (15) days after demand) until such amount
is paid in full. Each Limited Partner shall take such actions as the Partnership
or the General Partner shall request in order to perfect or enforce the security
interest created hereunder.

                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

     SECTION 11.1 TRANSFER

     A. The term  "transfer,"  when used in this  Article  11 with  respect to a
Partnership Unit, shall be deemed to refer to a transaction by which the General
Partner  purports to assign all or any part of its General  Partner  Interest to
another Person or by which a Limited Partner  purports to assign all or any part
of its  Limited  Partner  Interest  to  another  Person,  and  includes  a sale,
assignment, gift, pledge (except for a pledge in which the pledgee agrees not to
foreclose  with  respect  to  such   Partnership  Unit  until  after  the  first
anniversary  of  the  initial  public  offering  of the  Company),  encumbrance,
hypothecation,  mortgage,  exchange or any other disposition by operation of law
or otherwise.  The term "transfer" when used in this Article 11 does not include
any  redemption  of  Partnership  Interests  by the  Partnership  from a Limited
Partner or any  acquisition of Partnership  Units from a Limited  Partner by the
Company  pursuant to Section 8.6  hereof.  No part of the  interest of a Limited
Partner shall be subject to the claims of any  creditor,  any spouse for alimony
or support,  or to legal process,  and may not be  voluntarily or  involuntarily
alienated  or  encumbered  except as may be  specifically  provided  for in this
Agreement or consented to by the General Partner.

     B. No  Partnership  Interest  shall  be  transferred,  in whole or in part,
except in accordance with the terms and conditions set forth in this Article 11.
Any  transfer  or  purported  transfer  of a  Partnership  Interest  not made in
accordance with this Article 11 shall be null and void.

     SECTION 11.2 LIMITED PARTNERS' RIGHTS TO TRANSFER

     A. Subject to the provisions of Sections 11.2.C,  11.2.D,  11.2.E, and 11.3
hereof,  a Limited Partner (other than the Company) may, after the expiration of
one year from the Effective  Date  transfer,  with or without the consent of the
General Partner, all or any portion of its Partnership  Interest, or any of such
Limited Partner's economic rights as a Limited Partner.

     B.  If  a  Limited   Partner  is  subject  to  Incapacity,   the  executor,
administrator,  trustee,  committee,  guardian,  conservator or receiver of such
Limited Partner's estate shall have all of the rights of a Limited Partner,  but
not more rights than those enjoyed by other Limited Partners, for the purpose of
settling  or  managing  the estate and such power as the  Incapacitated  Limited
Partner  possessed  to  transfer  all or any part of his or its  interest in the
Partnership.  The Incapacity of a Limited Partner,  in and of itself,  shall not
dissolve or terminate the Partnership.

     C. The General  Partner may prohibit  any transfer by a Limited  Partner of
its  Partnership  Units if, in the opinion of legal counsel to the  Partnership,
such  transfer  would  require  filing  of a  registration  statement  under the
Securities  Act of  1933  or  would  otherwise  violate  any  federal  or  state
securities laws or regulations  applicable to the Partnership or the Partnership
Units.

     D. No transfer by a Limited Partner of its Partnership Units may be made to
any Person if (i) in the opinion of legal counsel for the Partnership,  it would
result  in  the  Partnership  being  treated  as  an  association  taxable  as a
corporation;  (ii) it is made within one year of the Effective Date;  (iii) such
transfer  is  effectuated  through  an  "established  securities  market"  or  a
"secondary market (or the substantial  equivalent  thereof)" with the meaning of
Section 7704 of the Code;  (iv) such  transfer  would cause the  Partnership  to
become, with respect to any employee benefit plan subject to Title I of ERISA, a
"party-in-interest"  (as defined in Section  3(14) of ERISA) or a  "disqualified
person" (as defined in Section 4975(c) of the Code); (v) such transfer would, in
the  opinion of legal  counsel  for the  Partnership,  cause any  portion of the
assets of the  Partnership  to  constitute  assets of any employee  benefit plan
pursuant to Department of Labor  Regulations  Section  2510.2-101;  or (vi) such
transfer  would subject the  Partnership  to be regulated  under the  Investment
Company  Act of  1940,  the  Investment  Advisors  Act of 1940  or the  Employee
Retirement Income Security Act of 1974, each as amended.

     E. No  transfer  of any  Partnership  Units  may be made to a lender to the
Partnership  or any  Person  who is  related  (within  the  meaning  of  Section
1.752-4(b)  of the  Regulations)  to any  lender to the  Partnership  whose loan
constitutes a Nonrecourse LIABILITY, WITHOUT THE CONSENT OF THE GENERAL PARTNER,
IN ITS  SOLE AND  ABSOLUTE  DISCRETION;  PROVIDED  THAT as a  condition  to such
consent  the  lender  will be  required  to enter into an  arrangement  with the
Partnership  and  the  General  Partner  to  redeem  for  the  Cash  Amount  any
Partnership Units in which a security interest is held  simultaneously  with the
time at which such lender would be deemed to be a partner in the Partnership for
purposes of allocating liabilities to such lender under Section 752 of the Code.

     SECTION 11.3 SUBSTITUTED LIMITED PARTNERS

     A. No Limited  Partner shall have the right to substitute a transferee as a
Limited Partner in his place. The General Partner shall, however, have the right
to consent to the admission of a transferee of the interest of a Limited Partner
pursuant to this Section 11.3 as a substituted limited partner (the "Substituted
Limited Partner"), which consent may be given or withheld by the General Partner
in its sole and absolute discretion. The General Partner's failure or refusal to
permit a  transferee  of any such  interests  to  become a  Substituted  Limited
Partner shall not give rise to any cause of action  against the  Partnership  or
any Partner.

     B. A transferee who has been admitted as a Substituted  Limited  Partner in
accordance  with this  Article  11 shall  have all the  rights and powers and be
subject to all the  restrictions and liabilities of a Limited Partner under this
Agreement.

     C. UPON THE ADMISSION OF A SUBSTITUTED LIMITED PARTNER, THE GENERAL PARTNER
SHALL AMEND EXHIBIT A to reflect the name, address, number of Partnership Units,
and Percentage  Interest of such Substituted Limited Partner and to eliminate or
adjust, if necessary,  the name, address and interest of the predecessor of such
Substituted Limited Partner.

     SECTION 11.4 ASSIGNEES

     If the  General  Partner,  in its sole and  absolute  discretion,  does not
consent to the  admission of any permitted  transferee as a Substituted  Limited
Partner,  as  described  in  Section  11.3  hereof,  such  transferee  shall  be
considered  an Assignee for  purposes of this  Agreement.  An Assignee  shall be
deemed  to  have  had   assigned  to  it,  and  shall  be  entitled  to  receive
distributions  from the  Partnership  and the share of Net  Income,  Net Losses,
Recapture  Income,  and any other items,  gain, loss deduction and credit of the
Partnership  attributable to the Partnership  Units assigned to such transferee,
but except as  otherwise  provided in Section 8.6A hereof shall not be deemed to
be a holder of Partnership Units for any other purpose under this Agreement, and
shall not be entitled to vote such Partnership  Units in any matter presented to
the Limited  Partners  for a vote (such  Partnership  Units being deemed to have
been voted on such matter in the same proportion as all other  Partnership Units
held by Limited Partners are voted). In the event any such transferee desires to
make a further  assignment of any such Partnership  Units, such transferee shall
be subject to all of the provisions of this Article 11 to the same extent and in
the same  manner  as any  Limited  Partner  desiring  to make an  assignment  of
Partnership Units.

     SECTION 11.5 GENERAL PROVISIONS

     A. No Limited  Partner may withdraw  from the  Partnership  other than as a
result of a permitted  transfer  of all of such  Limited  Partner's  Partnership
Units in accordance with this Article 11 or pursuant to redemption of all of its
Partnership Units under Section 8.6 hereof.

     B. Any Limited Partner who shall transfer all of its Partnership Units in a
transfer  permitted  pursuant  to this  Article  11 shall  cease to be a Limited
Partner  upon  the  admission  of all  Assignees  of such  Partnership  Units as
Substitute Limited Partners.  Similarly,  any Limited Partner who shall transfer
all of its Partnership  Units pursuant to a redemption of all of its Partnership
Units under Section 8.6 hereof shall cease to be a Limited Partner.

     C. Transfers  pursuant to this Article 11 may only be made on the first day
of a fiscal quarter of the  Partnership,  unless the General  Partner  otherwise
agrees.

     D. If any  Partnership  Interest  is  transferred  or  assigned  during any
quarterly  segment  of the  Partnership's  fiscal  year in  compliance  with the
provisions of this Article 11 or redeemed or transferred pursuant to Section 8.6
hereof on any day  other  than the first  day of a  Partnership  Year,  then Net
Income,  Net Losses,  each item thereof and all other items attributable to such
interest for such  Partnership  Year shall be divided and allocated  between the
transferor  Partner  and the  transferee  Partner by taking into  account  their
varying  interests during the Partnership Year in accordance with Section 706(d)
of the Code, using the interim closing of the books method.  Solely for purposes
of making such  allocations,  each of such items for the calendar month in which
the transfer or assignment occurs shall be allocated to the transferee  Partner,
and none of such items for the calendar month in which a REDEMPTION OCCURS SHALL
BE ALLOCATED  TO THE  REDEEMING  PARTNER;  PROVIDED,  HOWEVER,  that the General
Partner may adopt such other  conventions  relating to allocations in connection
with  transfers,  assignments  or  redemptions as it determines are necessary or
appropriate.   All   distributions  of  Available  Cash   attributable  to  such
Partnership Unit with respect to which the Partnership Record Date is before the
date of such transfer, assignment, or redemption shall be made to the transferor
Partner  or the  Redeeming  Partner,  as the case  may be,  and in the case of a
transfer or assignment other than a redemption,  all  distributions of Available
Cash  thereafter  attributable  to such  Partnership  Unit  shall be made to the
transferee Partner.

                                   ARTICLE 12
                              ADMISSION OF PARTNERS

     SECTION 12.1 ADMISSION OF SUCCESSOR GENERAL PARTNER

     A successor  to all of the General  Partner  Interest who is proposed to be
admitted as a successor  General Partner shall be admitted to the Partnership as
the General  Partner,  effective upon such transfer.  Any such transferee  shall
carry on the business of the Partnership without dissolution.  In each case, the
admission  shall be subject  to the  successor  General  Partner  executing  and
delivering to the  Partnership  an acceptance of all of the terms and conditions
of this Agreement and such other  documents or instruments as may be required to
effect the  admission.  In the case of such  admission on any day other than the
first day of a Partnership  Year, all items  attributable to the General Partner
Interest for such Partnership  Year shall be allocated  between the transferring
General Partner and such successor as provided in Section 11.5D hereof.

     SECTION 12.2 ADMISSION OF ADDITIONAL LIMITED PARTNERS

     A. After the admission to the Partnership of the initial  Limited  Partners
on the date hereof, a Person who makes a Capital Contribution to the Partnership
in accordance  with this  Agreement  shall be admitted to the  Partnership as an
Additional  Limited  Partner  only upon  furnishing  to the General  Partner (i)
evidence of acceptance in form satisfactory to the General Partner of all of the
terms and conditions of this Agreement, including, without limitation, the power
of  attorney  granted in Section  2.4  hereof and (ii) such other  documents  or
instruments as may be required in the discretion of the General Partner in order
to effect such Person's admission as an Additional Limited Partner.

     B. Notwithstanding anything to the contrary in this Section 12.2, no Person
shall be admitted as an Additional  Limited  Partner  without the consent of the
General Partner, which consent may be given or withheld in the General Partner's
sole and  absolute  discretion.  The  admission  of any Person as an  Additional
Limited  Partner shall become  effective on the date upon which the name of such
Person is recorded on the books and records of the  Partnership,  following  the
consent of the General Partner to such admission.

     C. If any Additional  Limited Partner is admitted to the Partnership on any
day other than the first day of a Partnership Year, then Net Income, Net Losses,
each item thereof and all other items allocable among Partners and Assignees for
such Partnership  Year shall be allocated among such Additional  Limited Partner
and all other  Partners  and  Assignees  by taking into  account  their  varying
interests  during the Partnership  Year in accordance with Section 706(d) of the
Code, using any convention permitted by law and selected by the General Partner.
Solely for purposes of making such allocations,  each such item for the calendar
month in which an admission of any  Additional  Limited  Partner occurs shall be
allocated  among all of the Partners and Assignees,  including  SUCH  ADDITIONAL
LIMITED  PARTNER;  PROVIDED,  HOWEVER,  that the General  Partner may adopt such
other conventions  relating to allocations to Additional  Limited Partners as it
determines are necessary or  appropriate.  All  distributions  of Available Cash
with  respect to which the  Partnership  Record  Date is before the date of such
admission  shall be made  solely  to  Partners  and  Assignees,  other  than the
Additional  Limited Partner,  and all distributions of Available Cash thereafter
shall be made to all of the Partners and Assignees,  including  such  Additional
Limited Partner.

     SECTION 12.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

     For the admission to the  Partnership of any Partner,  the General  Partner
shall  take all  steps  necessary  and  appropriate  under  the Act to amend the
records of the Partnership and, if necessary, to prepare as soon as practical an
amendment  of this  AGREEMENT  (INCLUDING  AN  AMENDMENT  OF EXHIBIT A) and,  if
required by law,  shall  prepare and file an  amendment  to the  Certificate  of
Limited  Partnership  and may for this  purpose  exercise  the power of attorney
granted pursuant to Section 2.4 hereof.

                                   ARTICLE 13
                    DISSOLUTION, LIQUIDATION AND TERMINATION

     SECTION 13.1 DISSOLUTION

     The  Partnership  shall not be  dissolved by the  admission of  Substituted
Limited  Partners  or  Additional  Limited  Partners  or by the  admission  of a
successor  General Partner in accordance with the terms of this Agreement.  Upon
the  withdrawal  of the General  Partner,  any successor  General  Partner shall
continue the business of the  Partnership.  Subject to Section 15.1 hereof,  the
Partnership  shall  dissolve,  and its affairs  shall be wound up, only upon the
first to occur of any of the following ("Liquidating Events"):

     A. the expiration of its term as provided in Section 2.5 hereof;

     B. an event of  withdrawal  of the General  Partner,  as defined in the Act
(other than an event of bankruptcy),  unless, within ninety (90) days after such
event of  withdrawal a majority in interest of the remaining  Partners  agree in
writing to continue  the  business of the  Partnership  and to the  appointment,
effective as of the date of withdrawal, of a successor General Partner;

     C. FROM AND AFTER THE DATE OF THIS AGREEMENT  THROUGH December 31, 2099, an
election to  dissolve  the  Partnership  made by the  General  Partner  with the
Consent of Partners  holding fifty percent (50%) of the Percentage  Interests of
the Limited Partners (including Limited Partner Interests held by the Company);

     D. on or after  January 1, 2100,  an election to dissolve  the  Partnership
made by the General Partner, in its sole and absolute discretion;

     E. entry of a decree of judicial dissolution of the Partnership pursuant to
the provisions of the Act;

     F. the sale of all or substantially all of the assets and properties of the
Partnership; or

     G. a final and  non-appealable  judgment is entered by a court of competent
jurisdiction  ruling that the General  Partner is  bankrupt or  insolvent,  or a
final and non-appealable order for relief is entered by a court with appropriate
jurisdiction  against  the  General  Partner,  in each case under any federal or
state bankruptcy or insolvency laws as now or hereafter in effect,  unless prior
to the entry of such order or judgment all of the  remaining  Partners  agree in
writing to continue  the  business of the  Partnership  and to the  appointment,
effective  as of a date  prior  to the  date of such  order  or  judgment,  of a
substitute General Partner.

     SECTION 13.2 WINDING UP

     A. Upon the  occurrence  of a  Liquidating  Event,  the  Partnership  shall
continue solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors and Partners.
No Partner shall take any action that is inconsistent  with, or not necessary to
or appropriate  for, the winding up of the  Partnership's  business and affairs.
The General Partner, or, in the event there is no remaining General Partner, any
Person  elected by a majority in interest of the Limited  Partners  (the General
Partner or such other  Person  being  referred  to herein as the  "Liquidator"),
shall be  responsible  for  overseeing  the  winding up and  dissolution  of the
Partnership  and shall take full account of the  Partnership's  liabilities  and
property and the  Partnership  property  shall be  liquidated  as promptly as is
consistent  with  obtaining the fair value thereof,  and the proceeds  therefrom
(which may, to the extent  determined by the General Partner,  include shares of
common stock in the Company)  shall be applied and  distributed in the following
order:

                  (1)      First, to the payment and discharge of all of the
                           Partnership's debts and liabilities to creditors
                           other than the Partners;

                  (2)      Second, to the payment and discharge of all of the
                           Partnership's debts and liabilities to the General
                           Partner;

                  (3)      Third, to the payment and discharge of all of the
                           Partnership's debts and liabilities to the other
                           Partners; and

                  (4)      The balance to the Partners in accordance  with their
                           positive  Capital  Account  balances,   after  giving
                           effect  to  all  contributions,   distributions,  and
                           allocations for all periods.

     The General Partner shall not receive any additional  compensation  for any
services performed pursuant to this Article 13.

     B.  Notwithstanding  the  provisions  of Section 13.2A hereof which require
liquidation  of the  assets  of the  Partnership,  but  subject  to the order of
priorities set forth therein, if prior to or upon dissolution of the Partnership
the  Liquidator  determines  that  an  immediate  sale  of  part  or  all of the
Partnership's  assets  would be  impractical  or would  cause  undue loss to the
Partners,  the Liquidator may, in its sole and absolute discretion,  defer for a
reasonable  time the liquidation of any assets except those necessary to satisfy
liabilities of the Partnership (including to those Partners as creditors) and/or
distribute  to the  Partners,  in lieu of cash,  as  tenants  in  common  and in
accordance with the provisions of Section 13.2A hereof,  undivided  interests in
such  Partnership  assets as the Liquidator  deems not suitable for liquidation.
Any such distributions in kind shall be made only if, in the good faith judgment
of the Liquidator,  such  distributions  in kind are in the best interest of the
Partners,  and shall be subject to such  conditions  relating to the disposition
and  management  of such  properties  as the  Liquidator  deems  reasonable  and
equitable and to any  agreements  governing the operation of such  properties at
such time. The Liquidator  shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.

     C.  In  the  discretion  of  the  Liquidator,  a pro  rata  portion  of the
distributions  that would  otherwise be made to the General  Partner and Limited
Partners pursuant to this Article 13 may be:

                  (1)      distributed to a trust established for the benefit of
                           the  General  Partner and  Limited  Partners  for the
                           purposes   of   liquidating    Partnership    assets,
                           collecting  amounts  owed  to  the  Partnership,  and
                           paying any  contingent or unforeseen  liabilities  or
                           obligations of the Partnership or the General Partner
                           arising out of or in connection with the Partnership.
                           The assets of any such trust shall be  distributed to
                           the General Partner and Limited Partners from time to
                           time, in the reasonable discretion of the Liquidator,
                           in the same proportions as the amount  distributed to
                           such trust by the  Partnership  would  otherwise have
                           been  distributed to the General  Partner and Limited
                           Partners pursuant to this Agreement; or

                  (2)      withheld or escrowed to provide a reasonable  reserve
                           for Partnership liabilities (contingent or otherwise)
                           AND  TO  REFLECT  THE   UNREALIZED   PORTION  OF  ANY
                           INSTALLMENT  OBLIGATIONS  OWED  TO  THE  PARTNERSHIP,
                           PROVIDED THAT such withheld or escrowed amounts shall
                           be  distributed  to the  General  Partner and Limited
                           Partners  in the  manner  and order of  priority  set
                           forth in Section 13.2A as soon as practicable.

     SECTION 13.3 COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS

     In the  event  the  Partnership  is  "liquidated"  within  the  meaning  of
Regulations Section  1.704-1(b)(2)(ii)(g),  distributions shall be made pursuant
to this Article 13 to the General Partner and Limited Partners who have positive
Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2).

     If at such  time as the  Partnership  (or the  General  Partner's  interest
therein is  "liquidated"  within the  meaning of  Treasury  Regulations  Section
1.704-1(b)(2)(ii)(g),  the General  Partner has a deficit balance in his Capital
Account (after giving effect to all contributions, distributions and allocations
for all Fiscal Years or portions  thereof,  including the year during which such
liquidation  occurs,  the General Partner shall contribute to the capital of the
Partnership  the amount  necessary to restore  such  DEFICIT  BALANCE TO ZERO IN
COMPLIANCE WITH TREASURY REGULATIONS SECTION 1.704-1(B)(2)(II)(B)(3)).

     SECTION 13.4 DEEMED TERMINATION

     Notwithstanding  any other  provision  of this Article 13, in the event the
Partnership is considered "liquidated" within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g),  but no Liquidating Event has occurred,  the Partnership's
property shall not be liquidated,  the  Partnership's  liabilities  shall not be
paid or  discharged,  and the  Partnership's  affairs  shall  not be  wound  up.
INSTEAD, FOR FEDERAL INCOME TAX PURPOSES AND FOR PURPOSES OF MAINTAINING CAPITAL
ACCOUNTS  PURSUANT TO EXHIBIT B hereto,  the Partnership shall be deemed to have
(i) contributed the Partnership  property in kind to a new partnership (the "New
Partnership"),  which shall be deemed to have  assumed  and taken such  property
subject to all  Partnership  liabilities in exchange for all of the interests in
such New  Partnership,  and (ii)  distributed  such  interests  to the  Partners
pursuant to the provisions of this Agreement in liquidation of the  Partnership,
subsequent to which the New Partnership  shall be referred to as the Partnership
for all purposes of this Agreement.

     SECTION 13.5 RIGHTS OF LIMITED PARTNERS

     Except as otherwise provided in this Agreement,  each Limited Partner shall
look  solely to the  assets of the  Partnership  for the  return of its  Capital
Contributions  and shall  have no right or power to demand or  receive  property
other  than cash from the  Partnership.  Except as  otherwise  provided  in this
Agreement,  no Limited  Partner shall have priority over any other Partner as to
the return of its Capital Contributions, distributions, or allocations.

     SECTION 13.6 NOTICE OF DISSOLUTION

     In the event a Liquidating  Event occurs or an event occurs that would, but
for the provisions of an election or objection by one or more Partners  pursuant
to Section 13.1 hereof, result in a dissolution of the Partnership,  the General
Partner  shall,  within  thirty (30) days  thereafter,  provide  written  notice
thereof to each of the Partners.

     SECTION 13.7  TERMINATION OF PARTNERSHIP AND CANCELLATION OF CERTIFICATE OF
LIMITED PARTNERSHIP

     Upon the completion of the  liquidation  of the  Partnership's  assets,  as
provided  in  Section  13.2  hereof,  the  Partnership  shall be  terminated,  a
certificate  of  cancellation  shall be  filed,  and all  qualifications  of the
Partnership as a foreign  limited  partnership in  jurisdictions  other than the
State of Delaware  shall be canceled and such other  actions as may be necessary
to terminate the Partnership shall be taken.

     SECTION 13.8 REASONABLE TIME FOR WINDING-UP

     A  reasonable  time  shall be allowed  for the  orderly  winding-up  of the
business  and  affairs  of the  Partnership  and the  liquidation  of its assets
pursuant  to Section  13.2  hereof,  in order to minimize  any losses  otherwise
attendant  upon such  winding-up,  and the  provisions of this  Agreement  shall
remain in effect between the Partners during the period of liquidation.

     SECTION 13.9 WAIVER OF PARTITION

     Each  Partner  hereby  waives  any right to  partition  of the  Partnership
property.

                                   ARTICLE 14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

     SECTION 14.1 AMENDMENTS

     A.  Amendments to this Agreement may be proposed by the General  Partner or
by any Limited  Partners (other than the Company) holding at least forty percent
(40%) or more of the Common Units.  Following such proposal, the General Partner
shall submit any proposed amendment to the Limited Partners. The General Partner
shall seek the written vote of the  Partners on the proposed  amendment or shall
call a meeting to vote  thereon and to transact any other  business  that it may
deem appropriate.  For purposes of obtaining a written vote, the General Partner
may require a response  within a reasonable  specified  time,  but not less than
fifteen (15) days, and failure to respond in such time period shall constitute a
vote which is consistent with the General Partner's  recommendation with respect
to the proposal.  Except as provided in Section 13.1.C, 14.1.B, 14.1.C or 14.1.D
hereof,  a proposed  amendment shall be adopted and be effective as an amendment
hereto if it is approved by the General  Partner and it receives  the Consent of
Partners holding a majority of the Percentage  Interests of the Limited Partners
(including Limited Partner Percentage INTERESTS HELD BY THE COMPANY);  PROVIDED,
THAT, an action shall become  effective at such time as the  requisite  consents
are received even if prior to such specified time.

     B. Notwithstanding Section 14.1A hereof, the General Partner shall have the
power,  without the consent of the Limited Partners,  to amend this Agreement as
may be required to facilitate or implement any of the following purposes:

                  (1)      to add to the  obligations of the General  Partner or
                           surrender  any right or power  granted to the General
                           Partner or any  Affiliate of the General  Partner for
                           the benefit of the Limited Partners;

                  (2)      to reflect the admission, substitution,  termination,
                           or  withdrawal  of Partners in  accordance  with this
                           Agreement;

                  (3)      to  set  forth  and  reflect  in  the  Agreement  the
                           designations, rights, powers, duties, and preferences
                           of  the   holders  of  any   additional   Partnership
                           Interests issued pursuant to Section 4.2A hereof;

                  (4)      to  reflect  a change  that is of an  inconsequential
                           nature  and does not  adversely  affect  the  Limited
                           Partners  in any  material  respect,  or to cure  any
                           ambiguity,  correct or  supplement  any  provision in
                           this  Agreement  not  inconsistent  with  law or with
                           other provisions,  or make other changes with respect
                           to matters arising under this Agreement that will not
                           be  inconsistent  with law or with the  provisions of
                           this Agreement; and

                  (5)      to   satisfy   any   requirements,   conditions,   or
                           guidelines   contained   in  any  order,   directive,
                           opinion,  ruling or  regulation of a federal or state
                           agency or contained in federal or state law.

     The General  Partner shall provide notice to the Limited  Partners when any
action under this Section 14.1B is taken.

     C. Notwithstanding Section 14.1A and 14.1B hereof, this Agreement shall not
be amended  without  the  Consent of each  Partner  adversely  affected  if such
amendment would (i) convert a Limited Partner's interest in the Partnership into
a General  Partner  Interest;  (ii)  modify the limited  liability  of a Limited
Partner in a manner adverse to such Limited  Partner;  (iii) alter rights of the
Partner  (other than as a result of the issuance of  Partnership  Interests)  to
receive  distributions  pursuant  to Article 5 or Article 13 or the  allocations
specified in Article 6 (except as permitted  pursuant to Section 4.2 and Section
14.1B(3)  hereof);  (iv) alter or modify the  Redemption  Right and REIT  Shares
Amount as set forth in Section 8.6 hereof,  and the  related  definitions,  in a
manner adverse to such Partner;  (v) cause the  termination  of the  Partnership
prior to the time set forth in Sections 2.5 or 13.1  hereof;  or (vi) amend this
Section 14.1C.  Further,  no amendment may alter the restrictions on the General
Partner's  authority  set forth in  Section  7.3B  hereof  without  the  Consent
specified  in that  section.  In  addition,  Section  8.7 may only be amended as
provided therein.

     D.  Notwithstanding  Section  14.1A or Section  14.1B  hereof,  the General
Partner  shall not (except in  connection  with  amendments  made to reflect the
issuance of additional Partnership Interests and the relative rights, powers and
duties  incident  thereto) amend Sections 4.2A,  7.5, 7.6 or 14.2 hereof without
the Consent of Limited Partners  holding a majority of the Percentage  Interests
of the Limited Partners, excluding Limited Partner Interests held by the General
Partner or its Affiliates.

     SECTION 14.2 MEETINGS OF THE PARTNERS

     A. Meetings of the Partners may be called by the General  Partner and shall
be called  upon the  receipt  by the  General  Partner  of a written  request by
Limited Partners (other than the Company) holding forty percent (40%) or more of
the Common  Units.  The  request  shall  state the nature of the  business to be
transacted.  Notice of any such meeting  shall be given to all Partners not less
than  seven (7) days nor more than  thirty  (30) days  prior to the date of such
meeting.  Partners may vote in person or by proxy at such meeting.  Whenever the
vote or Consent of the Partners is permitted or required  under this  Agreement,
such vote or Consent  may be given at a meeting of the  Partners or may be given
in accordance with the procedure  prescribed in Section 14.1A hereof.  Except as
otherwise  expressly  provided  in this  Agreement,  the Consent of holders of a
majority of the Percentage Interests held by Limited Partners (including Limited
Partnership Percentage Interests held by the Company) shall control.

     B. Any  action  required  or  permitted  to be taken  at a  meeting  of the
Partners may be taken without a meeting if a written  consent  setting forth the
action so taken is signed  by a  majority  of the  Percentage  Interests  of the
Partners (or such other percentage as is expressly  required by this Agreement).
Such consent may be in one instrument or in several instruments,  and shall have
the same force and effect as a vote of a majority of the Percentage Interests of
the  Partners  (or  such  other  percentage  as is  expressly  required  by this
Agreement).  Such consent shall be filed with the General Partner.  An action so
taken shall be deemed to have been taken at a meeting held on the effective date
so certified.

     C. Each Limited  Partner may authorize any Person or Persons to act for him
by proxy on all matters in which a Limited  Partner is entitled to  participate,
including  waiving  notice  of any  meeting,  or voting  or  participating  at a
meeting.   Every   proxy  must  be  signed  by  the   Limited   Partner  or  his
attorney-in-fact.  No proxy shall be valid after the  expiration  of twelve (12)
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be  revocable at the pleasure of the Limited  Partner  executing  it, such
revocation to be effective upon the  Partnership's  receipt of written notice of
such revocation from the Limited Partner executing such proxy.

     D. Each meeting of the Partners  shall be conducted by the General  Partner
or such other Person as the General  Partner may appoint  pursuant to such rules
for the conduct of the meeting as the General Partner or such other Person deems
appropriate.  Without  limitation,  meetings of Partners may be conducted in the
same manner as meetings  of the  shareholders  of the Company and may be held at
the same time, and as part of, meetings of the shareholders of the Company.

     E. The Series A Preferred  Units do not have any voting rights with respect
to the  Partnership,  except that any action  which would  materially  alter the
economic  rights or  preferences  of the Series A Preferred  Units shall only be
taken if at  least a  majority  of the  interests  of the  holders  of  Series A
Preferred Units approve such action.

     F. The Series B Preferred  Units do not have any voting rights with respect
to the  Partnership,  except that any action  which would  materially  alter the
economic  rights or  preferences  of the Series B Preferred  Units shall only be
taken if at  least a  majority  of the  interests  of the  holders  of  Series B
Preferred Units approve such action.

                                   ARTICLE 15
                               GENERAL PROVISIONS

     SECTION 15.1 RESTRICTIVE COVENANTS

     A. For a period of two (2) years from the  Effective  Date,  (i) so long as
the single  real  estate  property  located at 51 New York  Avenue,  Framingham,
Massachusetts,  which is currently  owned by the  Partnership,  is the only real
estate  property owned by  Partnership,  the aggregate  amount of borrowed money
indebtedness of the General Partner and the Partnership on a consolidated  basis
shall not exceed  $1,000,000  and (ii) if the  Partnership  proposes  to acquire
additional properties,  the aggregate fair market value of all properties of the
General  Partner  and  the  Partnership  on a  consolidated  basis  (net  of all
indebtedness of the General Partner and the Partnership on a consolidated  basis
for money  borrowed)  after  giving  effect to such  acquisitions  must equal or
exceed $3,000,000.

     B. For a period of two (2) years from the Effective  Date, the  Partnership
shall either (i) continue to own the real estate property located at 51 New York
Avenue,  Framingham,  Massachusetts or (ii) if such property is disposed of, own
additional  or substitute  assets having an aggregate  fair market value (net of
all  indebtedness  of the General  Partner and the Partnership on a consolidated
basis for money borrowed and after giving effect to such  disposition)  at least
equal to $3,000,000.

     C. For a period of two (2) years from the Effective  Date, the  Partnership
shall not be liquidated or dissolved.

     SECTION 15.2 ADDRESSES AND NOTICE

     Any notice,  demand, request or report required or permitted to be given or
made to a Partner or Assignee under this Agreement shall be in writing and shall
be deemed  given or made when  delivered  in person or when sent by first  class
United States MAIL OR BY OTHER MEANS OF WRITTEN  COMMUNICATION TO THE PARTNER OR
ASSIGNEE AT THE  ADDRESS  SET FORTH IN EXHIBIT A or such other  address of which
the Partner shall notify the General Partner in writing.

     SECTION 15.3 TITLES AND CAPTIONS

     All  article  or  section  titles or  captions  in this  Agreement  are for
convenience  only. They shall not be deemed part of this Agreement and in no way
define,  limit, extend or describe the scope or intent of any provisions hereof.
Except  as  specifically  provided  otherwise,   references  to  "Articles"  and
"Sections" are to Articles and Sections of this Agreement.

     SECTION 15.4 PRONOUNS AND PLURALS

     Whenever the context may require,  any pronoun used in this Agreement shall
include the corresponding masculine,  feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.

     SECTION 15.5 FURTHER ACTION

     The  parties  shall  execute  and  deliver  all   documents,   provide  all
information  and take or  refrain  from  taking  action as may be  necessary  or
appropriate to achieve the purposes of this Agreement.

     SECTION 15.6 BINDING EFFECT

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties hereto and their heirs,  executors,  administrators,  successors,  legal
representatives and permitted assigns.

     SECTION 15.7 CREDITORS

     Other than as expressly  set forth herein with respect to the  Indemnities,
none of the provisions of this  Agreement  shall be for the benefit of, or shall
be enforceable by, any creditor of the Partnership.

     SECTION 15.8 WAIVER

     No  failure  by any  party to insist  upon the  strict  performance  of any
covenant,  duty,  agreement or  condition  of this  Agreement or to exercise any
right or remedy  consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.

     SECTION 15.9 COUNTERPARTS

     This Agreement may be executed in counterparts, all of which together shall
constitute one agreement  binding on all of the parties hereto,  notwithstanding
that  all  such  parties  are  not  signatories  to the  original  or  the  same
counterpart.  Each party shall become bound by this Agreement  immediately  upon
affixing its signature hereto.

     SECTION 15.10 APPLICABLE LAW

     This  Agreement  shall be  construed  and enforced in  accordance  with and
governed by the laws of the Commonwealth of Massachusetts, without regard to the
principles of conflicts of law.

     SECTION 15.11 INVALIDITY OF PROVISIONS

     If any  provision  of this  Agreement  shall to any  extent be held void or
unenforceable (as to duration, scope, activity, subject or otherwise) by a court
of competent  jurisdiction,  such provision shall be deemed to be modified so as
to  constitute  a provision  conforming  as nearly as  possible to the  original
provision  while still  remaining  valid and  enforceable.  In such  event,  the
remainder of this Agreement (or the  application of such provision to persons or
circumstances  other  than  those in respect of which it is deemed to be void or
unenforceable)  shall not be  affected  thereby.  Each other  provision  of this
Agreement,  unless  specifically  conditioned  upon the  voided  aspect  of such
provision, shall remain valid and enforceable to the fullest extent permitted by
law; any other provisions of this Agreement that are specifically conditioned on
the voided aspect of such invalid  provision shall also be deemed to be modified
so as to constitute a provision conforming as nearly as possible to the original
provision  while still  remaining  valid and  enforceable  to the fullest extent
permitted by law.

     SECTION 15.12 ENTIRE AGREEMENT

     This Agreement  contains the entire  understanding  and agreement among the
Partners with respect to the subject  matter hereof and  supersedes the Original
Agreement,  any other prior written or oral  understandings  or agreements among
them with respect thereto.

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

                          GENERAL PARTNER:

                          PROPERTY CAPITAL TRUST, INC.

                          /S/ BRUCE A. BEAL
                          Bruce A. Beal, President


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                PROPERTY CAPITAL TRUST, INC.

                                /S/ BRUCE A. BEAL
                                Bruce A. Beal, President

Address of Limited Partner:     177 Milk Street
                                Boston, MA  02109



<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                               /S/ ROBERT L. BEAL
                               Robert L. Beal

Address of Limited Partner:    c/o The Beal Companies
                               177 Milk Street
                               Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  BRUCE A. BEAL 1998 REVOCABLE TRUST

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Trustee

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  ROBERT L. BEAL 1994 REVOCABLE TRUST

                                  /S/ ROBERT L. BEAL
                                  Robert L. Beal, Trustee

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  MOLLY ANN SPECIAL LIMITED PARTNERSHIP

                                  /S/ ROBERT L. BEAL
                                  Robert L. Beal, General Partner

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  D.F.I. LIMITED PARTNERSHIP

                                  /S/ ROBERT L. BEAL
                                  Robert L. Beal, Manager

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  DNB CORPORATION

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Attorney-in-Fact

Address of Limited Partner:       c/o Lane Altman & Owens
                                  101 Federal Street
                                  Boston, MA 02110


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  THE NORMAN S. RABB TRUST

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Attorney-in-Fact

Address of Limited Partner:       c/o Carlin Charron & rose
                                  446 Main Street, 10th Floor
                                  Worcester, MA 01608


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  THE HOPE TRUST

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Attorney-in-Fact

Address of Limited Partner:       8 St. Andrews Drive
                                  St. Louis, MO 63124





<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  MARGARET R. BEAL TRUST

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Trustee

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  MINNA B. OPPENHEIM TRUST

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Trustee

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  PAUL B. BEAL TRUST

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Trustee

Address of Limited Partner:       c/o The Beal Companies
                                  177 Milk Street
                                  Boston, MA 02109


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  ROBERT A. CAMERON

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Attorney-in-Fact

Address of Limited Partner:       15 Steepletree Lane
                                  Wayland, MA 01778





<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  C. CHARLES MARRAN TRUST

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Attorney-in-Fact

Address of Limited Partner:       Lost Tree Village
                                  1264 Lake Worth
                                  North Palm, FL 33408


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  RONALD H. WINSTON

                                  /S/ BRUCE A. BEAL
                                  Bruce A. Beal, Attorney-in-Fact

Address of Limited Partner:       c/o Lynn McHale
                                  718 Fifth Avenue
                                  New York, NY 10019


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  /S/ MICHAEL A. MANZO
                                  Michael A. Manzo

Address of Limited Partner:       326 Main Street
                                  Winchester, MA 01890


<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Property Capital Trust Limited  Partnership,  hereby becomes a party
to the Second Amended and Restated Agreement of Limited  Partnership of Property
Capital Trust Limited  Partnership by and among Property Capital Trust, Inc. and
such Limited  Partners,  dated as of May __, 1999. The  undersigned  agrees that
this  signature  page may be attached to any  counterpart  of said  Agreement of
Limited Partnership.

                  Signature Line for Limited Partner:

                                  /S/ PETER B. NICHOLS
                                 Peter B. Nichols

Address of Limited Partner:      25 Aberdeen Road
                                 Weston, MA 02493