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                                                                    Exhibit 10.1

                BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC.

                           2004 EQUITY INCENTIVE PLAN

1.   PURPOSE

     This Plan is intended to enable the Company, the Advisor and their
Affiliates to obtain and retain the services of employees and consultants
essential to the long-range success of the Company by offering such persons an
opportunity to participate in the Company's growth through the ownership of
shares of the Company's Stock. This Plan is not intended to be an incentive
stock option plan within the meaning of Section 422 of the Code.

2.   DEFINITIONS

     As used in this Plan the following terms shall have the respective meanings
set out below, unless the context clearly requires otherwise:

     2.1.  ADVISOR means Boston Capital REIT Advisors, LLC, a limited liability
company organized under the laws of the State of Delaware.

     2.1.  AFFILIATE means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company or the Advisor.

     2.2.  AWARD means the any grant or sale pursuant to the Plan of Options,
Performance Shares, Performance Units, Restricted Stock, or Stock Grants.

     2.3.  AWARD AGREEMENT means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

     2.4.  BOARD means the Company's Board of Directors.

     2.4.  CAUSE means gross negligence or willful misconduct in the execution
of the Participant's duties, or conviction of, or entry of a plea of guilty or
NOLO CONTENDERE to, any felony or any act of fraud, embezzlement,
misappropriation, or a crime involving moral turpitude.

     2.5.  CHANGE IN CONTROL means the occurrence of any of the following after
the date of the approval of this Plan by the Board:

           (a)  any "person" (as defined in Section 3(a) (9) of the Securities
Exchange Act of 1934, as amended, and as modified in Sections 13(d) and 14(d) of
that Act), other than (i) the Company or any of its Affiliates, (ii) an employee
benefit plan of the Company or any of its Affiliates, or a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its Affiliates, (iii) a company owned, directly or indirectly, by

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stockholders of the Company in substantially the same proportions as their
ownership of the Company, or (iv) an underwriter temporarily holding securities
pursuant to an offering of such securities, becomes a "beneficial owner" (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company representing 20% or more of
the shares of voting stock of the Company then outstanding; or

           (b)  the consummation of a merger or consolidation of the Company or
one of its Affiliates with or into any other company, other than a merger or
consolidation which would result in the holders of the voting securities of the
Company outstanding immediately prior thereto holding securities which represent
immediately after such merger or consolidation more than 50% of the combined
voting power of the voting securities of the Company or the surviving company or
the parent of such surviving company; or

           (c)  the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, other than a sale
or disposition if the holders of the voting securities of the Company
outstanding immediately prior thereto hold securities that represent immediately
after such merger or consolidation more than 50% of the combined voting power of
the voting securities of the Company or the acquiror or the parent of the
acquiror, or such assets; or

           (d)  a majority of the Board votes in favor of a decision that a
Change in Control has occurred.

     2.6.  CODE means the Internal Revenue Code of 1986, as amended from time to
time, or any statute successor thereto, and any regulations issued from time to
time thereunder.

     2.7.  COMMISSION means the U.S. Securities and Exchange Commission.

     2.8.  COMMITTEE means the Compensation Committee of the Board, which in
general is responsible for the administration of this Plan, as provided in
Section 5 of this Plan. For any period during which no such committee is in
existence, "Committee" shall mean the Board and all authority and responsibility
assigned the Committee under this Plan shall be exercised, if at all, by the
Board.

     2.9.  COMMON STOCK means common stock, par value $0.00l per share, of the
Company.

     2.10. COMPANY means Boston Capital Real Estate Investment Trust, Inc., a
corporation organized under the laws of the State of Maryland.

     2.11. FAIR MARKET VALUE means the value of a share of Stock on any date as
determined by the Committee.

     2.12. GRANT DATE means the date as of which an Option is granted, as
determined under Section 7.1(a).

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     2.13. OPTION means an option to purchase shares of Stock that is not an
"incentive stock option" within the meaning of Section 422 of the Code. No
Option granted under this Plan will constitute an "incentive stock option"
within the meaning of such Section.

     2.14. OPTIONEE means a Participant to whom an Option shall have been
granted under this Plan.

     2.15. PARTICIPANT means any holder of an outstanding Award under this Plan.

     2.16. PERFORMANCE CYCLE means the period of time selected by the Committee
during which performance is measured for the purpose of determining the extent
to which an award of Performance Shares or Performance Units has been earned.

     2.17. PERFORMANCE SHARES means an Award of Stock which may be earned by the
achievement of performance goals.

     2.18. PERFORMANCE UNIT means an Award of Stock or units that are valued in
whole or in part by reference to, or otherwise based on, the value of Stock and
that may be earned by the achievement of performance goals.

     2.19. PLAN means this 2004 Equity Incentive Plan of the Company, as amended
from time to time.

     2.20. PUBLIC MARKET EVENT means the first of either (i) a Public Merger or
(ii) a Qualified Public Offering.

     2.21. PUBLIC MERGER means the closing of a merger of the Company with or
into a public company that has shares listed on NASDAQ NMS, NYSE or any other
national securities market or exchange and the shares issued or to be issued in
such merger are registered pursuant to the Securities Act of 1933, as amended.

     2.22. QUALIFIED PUBLIC OFFERING means the closing of a public offering of
shares of Common Stock pursuant to an effective registration statement on Form
S-11, or successor or equivalent form, of the Commission under the Securities
Act of 1933, as amended, pursuant to which the per share price to the public is
not less than $25.00 (such amount to be subject to proportionate adjustment in
the event of any stock dividend, stock split, combination of shares,
reorganization, recapitalization, reclassifications or other similar event
occurring after the date hereof) and the gross proceeds to the Company are not
less than $50,000,000.

     2.23. RESTRICTED STOCK means a grant or sale of shares of Stock to the
Participant subject to restrictions or other forfeiture conditions.

     2.24. RESTRICTION PERIOD means the period of time during which any grant of
Restricted Stock remains at risk of forfeiture and return as described in
Section 7.3(d).

     2.25. STOCK means shares of Common Stock.

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     2.26. STOCK GRANT means the grant of shares of Stock not subject to
restrictions or other forfeiture conditions.

3.   TERM OF THE PLAN

     Unless this Plan shall have been earlier terminated by the Board, Awards
may be granted hereunder at any time in the period commencing upon the adoption
of this Plan by the Board and ending immediately prior to the tenth anniversary
of the adoption of this Plan by the Board. Awards granted pursuant to this Plan
within such period shall not expire solely by reason of the termination of this
Plan.

4.   STOCK SUBJECT TO THE PLAN

     At no time shall the number of shares of Stock issued pursuant to or
subject to outstanding Awards granted under this Plan exceed 4,000,000 shares of
Common Stock; subject, however to the provisions of Section 8 of this Plan and
the additional limitation that the maximum number of shares of Stock for which
Options may be granted to any person in any calendar year and the maximum number
of shares of Stock subject to other Awards that may be delivered (or the value
of which may be paid) to any person in any calendar year under this Plan shall
each be 100,000.

     For purposes of applying the foregoing limitations, if any Option expires,
terminates, or is cancelled for any reason without having been exercised in
full, or any Award of Restricted Stock should be forfeited by the recipient
thereof, the shares not purchased by the Optionee or forfeited by the recipient
shall again be available for Awards thereafter to be granted under this Plan. In
addition, settlement of any Award shall not count against the foregoing
limitations except to the extent settled in the form of Stock. Shares of Stock
issued pursuant to this Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.

5.   ADMINISTRATION

     This Plan shall be administered by the Committee; provided, however, that
at any time and on any one or more occasions the Board may itself exercise any
of the powers and responsibilities assigned the Committee under this Plan and
when so acting shall have the benefit of all of the provisions of this Plan
pertaining to the Committee's exercise of its authorities hereunder. Subject to
the provisions of this Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all needful determinations
with respect to each Award to be granted by the Company under this Plan in
addition to any other determination allowed the Committee under this Plan
including the employee or consultant to receive the Award and the form of Award.
In making such determinations, the Committee may take into account the nature of
the services rendered by the respective employees and consultants, their present
and potential contributions to the success of the Company, the Advisor and their
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of this Plan, the Committee shall also have
complete authority to interpret this Plan, to prescribe, amend and rescind rules
and regulations relating to it, to determine the terms and provisions of the
respective Award Agreements (which need not be

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identical), and to make all other determinations necessary or advisable for the
administration of this Plan. The Committee's determinations made in good faith
on matters referred to in this Plan shall be conclusive.

6.   AUTHORIZATION AND ELIGIBILITY

     Pursuant and subject to the terms of this Plan, the Committee may grant
from time to time and at any time prior to the termination of this Plan one or
more Awards, either alone or combination with any other Awards, to any employee
of or consultant to one or more of the Company, the Advisor and their
Affiliates.

     Each grant of an Award shall be subject to all applicable terms and
conditions of this Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of this
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.

7.   SPECIFIC TERMS OF AWARDS

     7.1.  OPTIONS.

           (a)  DATE OF GRANT. The granting of an Option shall take place at the
time specified in the Award Agreement. Only if expressly so provided in the
applicable Award Agreement shall the Grant Date be the date on which the Award
Agreement shall have been duly executed and delivered by the Company and the
Optionee.

           (b)  EXERCISE PRICE. The price at which shares may be acquired under
each Option shall be not less than 100% of the Fair Market Value of Stock on the
Grant Date.

           (c)  OPTION PERIOD. No Option may be exercised on or after the tenth
anniversary of the Grant Date.

           (c)  EXERCISABILITY. An Option may be immediately exercisable or
become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine; provided, however, that the right to exercise shall be
at a rate of no less than 20% per year over five years from the Grant Date. In
the case of an Option not otherwise immediately exercisable in full, the
Committee may accelerate the exercisability of such Option in whole or in part
at any time.

           (d)  EFFECT OF TERMINATION OF EMPLOYMENT OR ASSOCIATION. Unless the
Committee shall provide otherwise in the grant of a particular Option under this
Plan, if the Optionee's employment or other association with all of the Company,
the Advisor and their Affiliates is terminated, whether voluntarily or
otherwise, any outstanding Option of the Optionee shall cease to be exercisable
in any respect not later than such date as the Committee

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may determine, provided that the right to exercise shall be (i) at least six
months from the date of termination if termination was caused by death or
disability, and (ii) unless employment is terminated for Cause, at least 30 days
from the date of termination if termination was caused by other than death or
disability; and provided further that for the period it remains exercisable
following termination, any outstanding Option shall be exercisable only to the
extent exercisable at the date of termination. Military or sick leave shall not
be deemed a termination of employment or other association, provided that it
does not exceed the longer of 90 days or the period during which the absent
Optionee's re-employment rights, if any, are guaranteed by statute or by
contract.

           (e)  EXERCISE OF OPTION. An Option may be exercised by the Optionee
giving written notice, in the manner provided in Section 17, specifying the
number of shares of Stock with respect to which the Option is then being
exercised. The notice shall be accompanied by payment in the form of cash, or
certified or bank check payable to the order of the Company in an amount equal
to the exercise price of the shares to be purchased or, if the Committee had so
authorized on the grant of any particular Option hereunder (and subject such
conditions, if any, as the Committee may deem necessary to avoid adverse
accounting effects to the Company) by delivery of that number of shares of Stock
having a Fair Market Value equal to the exercise price of the shares to be
purchased. Payment of any exercise price may also be made through and under the
terms and conditions of any formal cashless exercise program maintained by the
Company if the Stock becomes traded on a national securities exchange or market,
or from the proceeds of any formal loan program the Committee may establish for
the purpose of facilitating the exercise of Options by some or all Optionees.
Receipt by the Company of such notice and payment shall constitute the exercise
of the Option. Within 30 days thereafter but subject to the remaining provisions
of this Plan, the Company shall deliver or cause to be delivered to the Optionee
or his or her agent a certificate or certificates for the number of shares then
being purchased. Such shares shall be fully paid and nonassessable.

     7.2.  RESTRICTED STOCK.

           (a)  PURCHASE PRICE. Shares of Restricted Stock shall be issued under
this Plan for such consideration, in cash, other property or services, as is
determined by the Committee.

           (b)  ISSUANCE OF CERTIFICATES. Each Participant receiving a
Restricted Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

     The transferability of this certificate and the shares represented by this
     certificate are subject to the terms and conditions of the Boston Capital
     Real Estate Investment Trust, Inc., 2004 Equity Incentive Plan and an Award
     Agreement entered into by the registered owner and the Company. Copies of
     such Plan and Agreement are on file in the offices of the Company at One
     Boston Place, Suite 2100, Boston, MA 02108-4406.

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           (c)  ESCROW OF SHARES. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

           (d)  RESTRICTIONS AND RESTRICTION PERIOD. During the period set by
the Committee commencing with the date of such Award, i.e., the Restriction
Period, Restricted Stock shall be subject to forfeiture and return to the
Company (for such consideration, if any, as the Committee shall have determined
at grant) on the basis of such conditions, related to the Participant's
performance of services, the performance of the Company, the Advisor or their
Affiliates or otherwise, as the Committee may determine. Any such risks of
forfeiture and return may be waived, or the Restriction Period shortened, at any
time by the Committee on such basis as it deems appropriate.

           (e)  RIGHTS PENDING LAPSE OF RESTRICTIONS OR FORFEITURE OF AWARD.
Except as otherwise provided in this Plan, at all times prior to lapse of any
risk of forfeiture and return applicable to, or forfeiture of, an Award of
Restricted Stock, the Participant shall have all of the rights of a stockholder
of the Company, including the right to vote the shares, and the right to receive
any dividends with respect to the shares of Restricted Stock. The Committee, as
determined at the time of Award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested in
additional Restricted Stock to the extent shares are available under Section 4.

           (f)  EFFECT OF TERMINATION OF EMPLOYMENT OR ASSOCIATION. Unless
otherwise determined by the Committee at or after grant and subject to the
applicable provisions of the Award Agreement, upon termination, whether
voluntarily or otherwise, of a Participant's employment or other association
with the Company, the Advisor or their Affiliates for any reason during the
Restriction Period, all shares of Restricted Stock still subject to risk of
forfeiture and return shall be returned to the Company; provided, however, that
military or sick leave shall not be deemed a termination of employment or other
association, if it does not exceed the longer of 90 days or the period during
which the absent Participant's reemployment rights, if any, are guaranteed by
statute or by contract.

           (g)  LAPSE OF RESTRICTIONS. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

     7.3.  STOCK GRANTS. Stock Grants shall be awarded solely in recognition of
significant contributions to the success of the Company, the Advisor or their
Affiliates, in lieu of compensation otherwise already due and in such other
limited circumstances as the Committee deems appropriate. Stock Grants shall be
made without forfeiture conditions of any kind.

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     7.4.  PERFORMANCE UNITS AND PERFORMANCE SHARES.

           (a)  VALUE. Each Performance Unit shall have an initial value that is
established by the Committee at the time of grant. Each Performance Share shall
have an initial value equal to the Fair Market Value of a share of Stock on the
date of grant

           (b)  EARNING OF PERFORMANCE UNITS AND SHARES. The Committee shall set
performance goals in its discretion which, depending on the extent to which they
are met within the period required, will determine the number and value of
Performance Units or Shares that will be paid out to the Participant. After the
applicable Performance Cycle has ended, the holder of Performance Units and
Shares shall be entitled to receive payout on the number and value of
Performance Units and Shares earned by the Participant over the Performance
Cycle, to be determined as a function of the extent to which the corresponding
performance goals have been achieved.

           (c)  FORM AND TIMING OF PAYMENT. Payment of earned Performance Units
and Shares shall be made in a single lump sum following the close of the
applicable Performance Cycle. At the discretion of the Committee, Participants
may be entitled to receive any dividends declared with respect to Stock which
have been earned in connection with grants of Performance Units or Performance
Shares which have been earned, but not yet distributed to Participants. The
Committee may permit or, if it so provides at grant require, a Participant to
defer such Participant's receipt of the payment of cash or the delivery of Stock
that would otherwise be due to such Participant by virtue of the satisfaction of
any requirements or goals with respect to Performance Units or Shares. If any
such deferral election is required or permitted, the Committee shall establish
rules and procedures for such payment deferrals.

           (d)  EFFECT OF TERMINATION OF EMPLOYMENT OR ASSOCIATION. Unless
otherwise determined by the Committee at or after grant and subject to the
applicable provisions of the Award agreement and this Section, upon termination
of a Participant's employment or other association with all of the Company, the
Advisor and their Affiliates for any reason during the Performance Period, the
Participant shall forfeit any payment which otherwise would become due in
respect of an Award of Performance Units or Shares; provided, however, that
military or sick leave shall not be deemed a termination of employment or other
association, if it does not exceed the longer of 90 days or the period during
which the absent Participant's reemployment rights, if any, are guaranteed by
statute or by contract.

8.   ADJUSTMENTS FOR CORPORATE TRANSACTIONS

     8.1.  STOCK DIVIDEND, ETC. In the event of any distribution on Stock
payable in Stock or any split-up or contraction in the number of shares of Stock
after the date of an Award Agreement evidencing an Award, the remaining number
of shares of Stock subject to such Award and the price to be paid for any share
subject to the Award, if any, shall be proportionately adjusted.

     8.2.  STOCK RECLASSIFICATION. In the event of any reclassification or
change of outstanding shares of Stock, immediately thereafter (and subject to
further adjustment for

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subsequent events) any outstanding Award shall thereafter relate to shares of
stock or other securities equivalent in kind and value to those shares which the
Participant would have received if he or she had held of record the full
remaining number of shares of Stock subject to the Award immediately prior to
such reclassification or change.

     8.3.  CONSOLIDATION OR MERGER. Subject to the remainder of this Section
8.3, in the event of any consolidation or merger of the Company with or into
another company or in case of any sale or conveyance to another company or
entity of the property of the Company as a whole or substantially as a whole,
immediately thereafter (and subject to further adjustment for subsequent events)
any outstanding Award shall thereafter relate to shares of stock or other
securities equivalent in kind and value to those shares and other securities the
Participant would have received if he or she had held of record the full
remaining number of shares of Stock subject to the Award immediately prior to
such consolidation, merger, sale or conveyance. However, unless any Award
Agreement evidencing the grant of an Option shall provide different or
additional terms, in any such transaction the Committee, in its discretion, may
provide instead that any outstanding Option shall terminate, to the extent not
exercised by the Optionee prior to termination, either (a) at the close of a
period of not less than ten days specified by the Committee and commencing on
the Committee's delivery of written notice to the Optionee of its decision to
terminate such Option without payment of consideration as provided in the
following clause or (b) as of the date of the transaction, in consideration of
the Company's payment to the Optionee of an amount of cash equal to difference
between the aggregate Fair Market Value of the shares of Stock for which the
Option is then exercisable and the aggregate exercise price for such shares
under the Option.

     8.4.  OTHER. In the event of any corporate action not specifically covered
by the preceding Sections, including but not limited to an extraordinary cash
distribution on Stock, a corporate separation or other reorganization or
liquidation, the Committee may make such adjustment of outstanding Awards and
their terms, if any, as it, in its sole discretion, may deem equitable and
appropriate in the circumstances.

     8.5.  ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in this
Section) affecting the Company or the financial statements of the Company or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under this Plan.

     8.6.  RELATED MATTERS. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, by the Committee and shall
include any correlative modification of terms, including of Option exercise
prices, risks of forfeiture, performance goals and other financial objectives
and applicable repurchase prices for Restricted Stock, which the Committee may
deem necessary or appropriate so as to ensure the rights of the Participants in
their respective Awards are not substantially diminished nor enlarged as a
result of the adjustment and corporate action. No fraction of a share shall be
purchasable or deliverable upon exercise, but in the event any adjustment
hereunder of the number of shares covered by an

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Award shall cause such number to include a fraction of a share, such number of
shares shall be adjusted to the nearest smaller whole number of shares. In the
event of changes in the outstanding Stock by reason of any stock dividend,
split-up, contraction, reclassification, or change of outstanding shares of
Stock of the nature contemplated by this Section 8, the number and kind of
shares of Stock available for the purposes of this Plan as stated in Section 4
shall be correspondingly adjusted.

9.   CHANGE IN CONTROL. Except as otherwise provided below, upon the occurrence
of a Change in Control:

     (a)   Any and all Options shall become immediately exercisable, and shall
remain exercisable throughout their remaining term;

     (b)   Any Restriction Period imposed on Restricted Stock which is not
performance-based shall lapse;

     (c)   The target payout opportunities attainable under all outstanding
Awards of performance-based Restricted Stock, Performance Units and Performance
Shares shall be deemed to have been fully earned for the entire Performance
Cycle(s) as of the effective date of the Change in Control. The vesting of all
Awards denominated in Stock shall be accelerated as of the effective date of the
Change in Control, and there shall be paid out to Participants within 30 days
following the effective date of the Change in Control a pro rata number of
shares based upon an assumed achievement of all relevant targeted performance
goals and upon the length of time within the Performance Cycle which has elapsed
prior to the Change in Control. Awards denominated in cash shall be paid pro
rata to Participants in cash within 30 days following the effective date of the
Change in Control, with the proration determined as a function of the length of
time within the Performance Cycle which has elapsed prior to the change in
Control, and based on an assumed achievement of all relevant targeted
performance goals.

     None of the foregoing shall apply, however, (i) in the case of any Award
pursuant to an Award Agreement requiring other or additional terms upon a Change
in Control (or similar event), (ii) subject to any contrary Award Agreement, if
the Board, acting prior to the Change in Control, shall vote that such Change in
Control shall not have the effects herein described or (iii) if specifically
prohibited under applicable laws, or by the rules and regulations of any
governing governmental agencies or national securities exchanges.

10.  SETTLEMENT OF AWARDS

     10.1. IN GENERAL. Options and Restricted Stock shall be settled in
accordance with their terms. All other Awards may be settled in cash or Stock,
or partly in cash and partly in Stock, as determined by the Committee at or
after grant and subject to any contrary Award Agreement. The Committee may not
require settlement of any Award in Stock to the extent issuance of such Stock
would be prohibited or unreasonably delayed by reason of any other provision of
this Plan.

     10.2. VIOLATION OF LAW. Notwithstanding any other provision of this Plan,
if, at any time, in the reasonable opinion of the Company, the issuance of
shares of Stock covered by an Award may constitute a violation of law, then the
Company may delay such issuance and the

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delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Commission, as may be
required under any applicable law, rule, or regulation and (ii) in the case
where such issuance would constitute a violation of a law administered by or a
regulation of the Commission, one of the following conditions shall have been
satisfied:

           (a)  the shares are at the time of the issue of such shares
effectively registered under the Securities Act of 1933, as amended; or

           (b)  the Company shall have received an opinion, in form and
substance satisfactory to the Company, from the Company's legal counsel to the
effect that the sale, transfer, assignment, pledge, encumbrance or other
disposition of such shares or such beneficial interest, as the case may be, does
not require registration under the Securities Act of 1933, as amended, or any
applicable State securities laws.

           The Company shall make all reasonable efforts to bring about the
occurrence of these events.

     10.3. EXECUTION OF STOCKHOLDERS' AGREEMENT; INTERPRETATION. Whenever Stock
is to be issued pursuant to an Award, if the Committee so directs at or after
grant, the Company shall be under no obligation to issue such shares until such
time, if ever, as the recipient of the Award (and any person who exercises any
Option, in whole or in part), shall have become a party to and bound by a
stockholders' agreement with (among others) the Company, setting forth, among
other provisions, certain restrictions upon the transfer of such shares of
Stock. In the event of any conflict between the provisions of this Plan and the
provisions of any such stockholders' agreement, the provisions of such
stockholders' agreement shall control, but insofar as possible the provisions of
this Plan and such Agreement shall be construed so as to give full force and
effect to all such provisions.

     10.4. INVESTMENT REPRESENTATION. The Company shall be under no obligation
to issue any shares covered by any Award unless the shares to be issued pursuant
to Awards granted under this Plan have been effectively registered under the
Securities Act of 1933, as amended, or the Participant shall give a written
representation to the Company, which is satisfactory in form and substance to
its counsel and upon which the Company may reasonably rely, that he or she is
acquiring the shares for his or her own account for the purpose of investment
and not with a view to, or for sale in connection with, the distribution of any
such shares.

     10.5. REGISTRATION. If the Company shall deem it necessary or desirable to
register under the Securities Act of 1933, as amended, or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted
under this Plan, or to qualify any such shares of Stock for exemption from the
Securities Act of 1933, as amended, or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from
each recipient of an Award, or each holder of shares of Stock acquired pursuant
to this Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for such purpose and may require reasonable indemnity to the Company
and its officers and directors from such holder against all

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losses, claims, damage and liabilities arising from such use of the information
so furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made. In addition, the Company may require
of any such person that he or she agree that, without the prior written consent
of the Company or such managing underwriter, he or she will not sell, make any
short sale of, loan, grant any option for the purchase of, pledge or otherwise
encumber, or otherwise dispose of, any shares of Stock during the 180-day period
commencing on the effective date of the registration statement relating to such
underwritten public offering of securities.

     10.6. PLACEMENT OF LEGENDS; STOP ORDERS; ETC. Each share of Stock to be
issued pursuant to Awards granted under this Plan may bear a reference to the
investment representation made in accordance with Section 10.4 in addition to
any other applicable restriction under this Plan, the terms of the Award and any
stockholders' agreement and to the fact that no registration statement has been
filed with the Commission in respect to such Stock. All certificates for shares
of Stock or other securities delivered under this Plan shall be subject to such
stock transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of any stock exchange upon
which the Stock is then listed, and any applicable federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

     10.7. TAX WITHHOLDING. Whenever shares of Stock are issued or to be issued
pursuant to Awards granted under this Plan, the Company shall have the right to
require the recipient to remit to the Company an amount sufficient to satisfy
federal, state, local or other withholding tax requirements if, when, and to the
extent required by law (whether so required to secure for the Company an
otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. However, in such cases,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
shares to satisfy their tax obligations. With respect to any withholding
required upon the exercise of Options or upon the lapse of restrictions on
Restricted Stock, participants may only elect to have shares withheld having a
Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction. All elections
shall be irrevocable, made in writing, signed by the Participant, and shall be
subject to any restrictions or limitations that the Committee deems appropriate.

     The obligations of the Company under this Plan shall be conditional on
satisfaction of all such withholding obligations and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the recipient of an Award.

11.  UNFUNDED STATUS OF PLAN

     This Plan is intended to constitute an "unfunded" plan for incentive
compensation, and this Plan is not intended to constitute a plan subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended.
With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights

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that are greater than those of a general creditor of the Company. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under this Plan to deliver Stock or
payments with respect to Options and other Awards hereunder, provided, however,
that the existence of such trusts or other arrangements is consistent with the
unfunded status of this Plan.

12.  NON-TRANSFERABILITY OF AWARDS

     Except as otherwise provided in this Section, Awards shall not be
transferable, and no Award or interest therein may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. All of a Participant's rights in any
Award may be exercised during the life of the Participant only by the
Participant or the Participant's legal representative. However, the committee
may, at or after the grant of an Award of an Option or shares of Restricted
Stock, provide that such Award may be transferred by the recipient to an
immediate family member; provided, however, that any such transfer is without
payment of any consideration whatsoever, that no transfer of an Option shall be
valid unless first approved by the Committee, acting in its sole discretion, and
that any Restricted Stock so transferred shall remain subject to any applicable
restriction on transfer and risk of forfeiture. For this purpose, "immediate
family member" means an individual's parents, siblings, spouse and issue,
spouses of such issue and any trust for the benefit of, or the legal
representative of, any of the preceding persons, or any partnership
substantially all of the partners of which are one or more of such persons or
the Participant.

13.  RESERVATION OF STOCK

     The Company shall at all times during the term of this Plan and any
outstanding Options granted hereunder reserve or otherwise keep available such
number of shares of Stock as will be sufficient to satisfy the requirements of
this Plan (if then in effect) and such Options and shall pay all fees and
expenses necessarily incurred by the Company in connection therewith.

14.  LIMITATION OF RIGHTS IN STOCK; NO SPECIAL SERVICE RIGHTS

     A Participant shall not be deemed for any purpose to be a stockholder of
the company with respect to any of the shares of Stock issuable pursuant to an
Award, except to the extent that, in the case of an Option, the Option shall
have been exercised with respect thereto and, in addition, a certificate shall
have been issued therefor and delivered to the Participant or his or her agent.
Any Stock to be issued pursuant to Awards granted under this Plan shall be
subject to all restrictions upon the transfer thereof which may be now or
hereafter imposed by the Certificate of Incorporation and the By-laws of the
Company. Nothing contained in this Plan or in any Award Agreement shall confer
upon any recipient of an Award any right with respect to the continuation of his
or her employment or other association with the Company, the Advisor or any of
their Affiliates, or interfere in any way with the right of the Company, the
Advisor or any of their Affiliates, subject to the terms of any separate
employment or other agreement or provision of law or corporate articles or
by-laws to the contrary, at any time to terminate such

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employment or other agreement or to increase or decrease, or otherwise adjust,
the other terms and conditions of the Participant's employment or other
association with the Company, the Advisor or any of their Affiliates.

15.  NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of this Plan by the Board nor the submission of this
Plan to the shareholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

16.  TERMINATION AND AMENDMENT OF THE PLAN

     The Board may at any time terminate this Plan or make such modifications of
this Plan as it shall deem advisable. No termination or amendment of this Plan
may, without the consent of any recipient of an Award granted hereunder,
adversely affect the rights of such recipient under such Award.

     The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided as amended such Award is consistent
with the terms of this Plan, but no such amendment shall impair the rights of
the recipient of such Award without his or her consent.

17.  NOTICES AND OTHER COMMUNICATIONS

     Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the
Company, and (ii) if to the Company, at One Boston Place, Boston, MA 02108-4406,
Attention: President, Telecopier: (617) 624-8999, or to such other address or
telecopier number, as the case may be, as the addressee may have designated by
notice to the addressor. All such notices, requests, demands and other
communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

18.  GOVERNING LAW

     This Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of The
Commonwealth of Massachusetts, without regard to the conflict of laws principles
thereof.

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The following does not form part of this Plan but is included solely for
informational purposes:

     Date of Board Approval: January 18, 2005

     Date of Shareholder Approval: January 18, 2005

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