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                                                                    Exhibit 10.5

                AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT

     AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT (the "Agreement"), made as
of January 1, 2005, by and between BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST,
INC., a Maryland corporation (the "Company"), and BOSTON CAPITAL REIT ADVISORS,
LLC, a Delaware limited liability company (the "Advisor").

                                   WITNESSETH:

     WHEREAS, the Company will file with the Securities and Exchange Commission
a registration statement on Form S-11 (the "Registration Statement"), to
register its shares of common stock, par value $0.001 per share (the "Shares"),
to be offered to the public, the proceeds from which will be invested by the
Company, and the Company may thereafter sell additional securities or otherwise
raise additional capital; and

     WHEREAS, the Company intends to qualify as a "real estate investment
trust", as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), and to invest its funds in investments permitted by the terms of the
Registration Statement; and

     WHEREAS, the Company desires to avail itself of the experience, resources,
advice, assistance and certain facilities available to the Advisor and to have
the Advisor undertake the duties and responsibilities hereinafter set forth, on
behalf of and subject to the supervision of the Company's Board of Directors,
all as provided herein; and

     WHEREAS, pursuant to that certain Advisory Agreement, dated as of April 1,
2004, the Advisor has provided and pursuant to this Agreement will continue to
render such services, subject to the supervision of the Board of Directors, on
the terms and conditions hereinafter set forth.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   APPOINTMENT. The Company hereby appoints the Advisor to serve as its
          investment and management advisor on the terms and conditions set
          forth in this Agreement, and the Advisor hereby accepts such
          appointment.

     2.   DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts
          to present to the Company potential investment opportunities primarily
          in real property and other real estate investments as well as provide
          a continuing and suitable investment program consistent with the
          investment policies and objectives of the Company as determined and
          adopted from time to time by the Board of Directors. In performance of
          this undertaking, subject to the supervision and direction of the
          Board of Directors, and consistent with the Registration Statement,
          the Advisor shall, pursuant to delegated authority:

          (a)  obtain or provide such services as may be required to administer
               the daily operations of the Company;

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          (b)  identify investment opportunities for the Company which are
               consistent with its investment objectives and policies;

          (c)  serve as the Company's investment and financial advisor and
               provide reports with respect to the Company's portfolio of
               investments, including, but not limited to, the making of
               investments in real properties and other real estate investments,
               as described in the Registration Statement;

          (d)  on behalf of the Company, investigate, select, engage and conduct
               relations with such persons as the Advisor deems necessary to the
               proper performance of its obligations hereunder, including, but
               not limited to, consultants, investors, builders, developers,
               banks, borrowers, lenders, fiduciaries, financial service
               companies, mortgagors, brokers, accountants, attorneys,
               appraisers and others, including its and the Company's
               affiliates;

          (e)  consult with the Company's officers and directors and assist the
               Company's Board of Directors in the formulation and
               implementation of the Company's investment and other policies,
               and furnish the officers and directors with advice and
               recommendations concerning the making of investments consistent
               with the investment policies and objectives of the Company;

          (f)  structure and negotiate the terms of investments in real
               properties and other real estate investments and obtain the Board
               of Directors' approval of investments as provided in the
               Registration Statement, but always consistent with the investment
               policies and objectives of the Company;

          (g)  obtain from third parties or its affiliates, property management
               services for the Company's investments in real property;

          (h)  obtain for or provide to the Company such services as may be
               required in acquiring, managing and disposing of investments,
               including, but not limited to, the negotiation of purchase
               contracts and services related to the acquisition of real
               property and other real estate investments by the Company and its
               affiliates, disbursing and collecting the funds of the Company,
               paying the debts and fulfilling the obligations of the Company
               and handling, prosecuting and settling any claims of the Company
               and such other services as the Company may require;

          (i)  advise the Company concerning its negotiations with investment
               banking firms, securities brokers or dealers and other
               institutions or investors for public or private sales of the
               Company's securities, or in obtaining investments for the
               Company, but in no event in such a way that the

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               Advisor could be deemed to be acting as a dealer or underwriter
               as those terms are defined in the Securities Act of 1933, as
               amended;

          (j)  obtain or perform current appraisals for each potential
               investment in real property or other real estate investment;

          (k)  do all things necessary to assure its ability to render the
               services contemplated herein, including providing the office
               space, furnishings and personnel necessary for the performance of
               the foregoing services as Advisor;

          (l)  from time to time, or at any time reasonably requested by the
               Company's Board of Directors, make reports to the Board of
               Directors of its performance of the foregoing services; and

          (m)  within 30 days after the end of each fiscal quarter of the
               Company, submit to the Company's Board of Directors a statement
               of the Company's sources of income during such fiscal quarter and
               make recommendations concerning changes, if any, in the Company's
               investments to permit the Company to satisfy the requirements of
               Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such
               statement of income may be based upon information supplied by
               independent contractors of the Company to the extent applicable).

     3.   NO PARTNERSHIP OR JOINT VENTURE. The Company and the Advisor are not
          partners or joint venturers with each other and nothing herein shall
          be construed so as to make them such partners or joint venturers or
          impose any liability as such on either of them or their affiliates.

     4.   CERTAIN GUIDELINES. The Advisor shall endeavor to ensure, with respect
          to the Company's investments, that: (a) an appropriate policy of title
          insurance is obtained with respect to any real property investment
          (singly, a "Property," and collectively, the "Properties") acquired by
          the Company, or an opinion of counsel as to such title is obtained;
          (b) any Property acquired by the Company is duly insured against loss
          or damage by fire, with extended coverage, and against such other
          insurable hazards and risks as are customary and appropriate in the
          circumstances; (c) a majority of the Company's Board of Directors
          (including a majority of the Independent Directors, as defined below)
          approves, in advance, any investment (other than with respect to the
          initial Properties (as described in the Registration Statement) by the
          Company, on the one hand, with the Advisor or any of its affiliates,
          on the other hand; (d) the Company does not make any loans to the
          Advisor or any of its affiliates; (e) the Company's ratio of
          debt-to-total-assets, at the time of the incurrence of any
          indebtedness, does not exceed 75%; and (f) investments in any one
          Property acquired after the acquisition of the initial Properties
          described in the Registration Statement do not exceed 25% of the value
          of the Company's total assets at the time of its acquisition,
          provided, however, that this limitation shall not preclude the
          acquisition of multiple-

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          building Properties or a group of Properties in a purchase from a
          single seller in transactions that exceed this limit. An Independent
          Director is a Director who is not and within the last two years has
          not been directly or indirectly associated with the Advisor by virtue
          of (i) ownership of an interest in the Advisor or its affiliates, (ii)
          employment by the Advisor or its affiliates, (iii) service as an
          officer or director of the Advisor or its affiliates, (iv) performance
          of services, other than as a Director, for the Company, (v) service as
          a director or trustee of more than three real estate investment trusts
          advised by the Advisor, or (vi) maintenance of a material business or
          professional relationship with the Advisor or any of its affiliates. A
          business or professional relationship is considered material if the
          gross revenue derived by the Director from the Advisor and affiliates
          exceeds 5% of either the Director's annual gross revenue during either
          of the last two years or the Director's net worth on a fair market
          value basis. An indirect relationship shall include circumstances in
          which a Director's spouse, parents, children, siblings, mothers- or
          fathers-in-law, sons- or daughters-in-law, or brothers- or
          sisters-in-law are or have been associated with the Advisor, any of
          its affiliates, or the Company.

     5.   REIT QUALIFICATION. Notwithstanding anything to the contrary in this
          Agreement, the Advisor shall use its best efforts to refrain from
          taking any action (including, without limitation, the furnishing or
          rendering of services to tenants of a Property or managing or
          operating a Property) which, in its judgment, made in good faith and
          with the exercise of reasonable care, would: (a) adversely affect the
          status of the Company as a "real estate investment trust" under the
          Code and all rules and regulations promulgated thereunder; (b) violate
          any law, rule, regulation or statement of policy of any governmental
          body or agency having jurisdiction over the Company or over its
          securities, of which the Advisor should reasonably be aware; or (c)
          otherwise not be permitted by the Registration Statement or the
          Company's Articles of Incorporation or Bylaws, each as they may be
          amended from time to time, except if such action shall be ordered by
          the Company's Board of Directors, in which event the Advisor shall
          promptly notify the Board of Directors of the Advisor's judgment that
          such action would adversely affect the status of the Company as a
          "real estate investment trust" under the Code and shall refrain from
          taking such action, unless, but only to the extent that, the Advisor
          receives specific written instructions from the Board of Directors
          expressly ordering that the action be taken, notwithstanding such
          notification by it to the Board of Directors. In such event the
          Advisor shall have no liability for acting in accordance with the
          specific written instructions of the Directors so given.

     6.   INVESTMENT COMPANY STATUS. Notwithstanding anything to the contrary in
          this Agreement, the Advisor shall use its best efforts to refrain from
          any action which, in its judgment, made in good faith and in the
          exercise of reasonable care, would cause the Company to be required to
          register as an investment company under the Investment Company Act of
          1940, as amended, except where such action has been ordered by the
          Company's Board of Directors, in which event the Advisor shall
          promptly notify the Board of Directors of the Advisor's

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          judgment that such action might require such registration and shall
          refrain from taking such action, unless, but only to the extent that,
          the Advisor receives specific written instructions from the Board of
          Directors expressly ordering that the actions be taken,
          notwithstanding such notification by it to the Board of Directors. In
          such event, the Advisor shall have no liability for acting in
          accordance with the specific written instructions of the Board of
          Directors so given.

     7.   BANK ACCOUNTS. The Advisor may establish and maintain one or more bank
          accounts in its own name or in the name of the Company and may collect
          and deposit into any such account or accounts, and disburse from any
          such account or accounts, any money on behalf of the Company, under
          such terms and conditions as the Company's Board of Directors may
          approve. However, the Advisor shall not commingle any of the funds in
          such account with those of the Advisor or of other entities managed by
          the Advisor. Further, the Advisor shall, from time to time, render to
          the Board of Directors and to the auditors of the Company a complete
          accounting of such collections and disbursements.

     8.   INFORMATION FURNISHED TO THE ADVISOR. The Company's Board of Directors
          shall at all times keep the Advisor fully informed concerning the
          investment and capitalization policies of the Company and the
          intentions of the Board of Directors concerning the future activities
          and investments of the Company. The Company shall furnish the Advisor
          with a certified copy of all financial statements, a signed copy of
          each report prepared by independent certified public accountants and
          such other information with regard to the Company's affairs as the
          Advisor may from time to time reasonably request.

     9.   CONSULTATION AND ADVICE. In addition to the services described above,
          the Advisor shall consult with the Company's Board of Directors and
          shall, at the request of the Board, furnish advice and recommendations
          with respect to other aspects of the business and affairs of the
          Company.

     10.  COMPENSATION. For rendering the services described herein, the Company
          shall pay to the Advisor the following (with the approval of the
          Company's Independent Directors and the concurrence of the Advisor,
          the fees referred to in this Section 10 paid by the Company to the
          Advisor in Shares at net asset value or by Company debt instruments):

          (a)  ORGANIZATION AND OFFERING EXPENSES. The Company shall reimburse
               the Advisor for all organization and offering expenses advanced
               by the Advisor up to a maximum of 2.25% of Gross Offering
               Proceeds (as defined below).

          (b)  ASSET MANAGEMENT FEE. The Company shall pay to the Advisor as
               compensation for the advisory services rendered to the Company
               under Paragraph 2 above a monthly asset management fee in an
               amount equal to 1/12th of 0.75% of the Company's Real Estate
               Asset Value (as defined

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               below) (the "Asset Management Fee") as of the end of the
               preceding month. Real Estate Asset Value equals the amount
               actually paid or allocated to the purchase, development,
               construction or improvement of the Properties wholly-owned by the
               Company, including the outstanding principal amount of any
               mortgage indebtedness on the Properties assumed upon the purchase
               of the properties, and, in the case of Properties owned by any
               joint venture or partnership in which the Company is a
               co-venturer or partner, the Company's portion of such amount
               actually paid or allocated with respect to such Properties,
               exclusive of Acquisition Fees and Acquisition Expenses (each as
               defined below). The Asset Management Fee shall be payable monthly
               on the last day of such month, or the first business day
               following the last day of such month, and will be based on the
               Real Estate Asset Value determined on the last day of the prior
               month. The Asset Management Fee, which will not exceed fees which
               are competitive for similar services in the same geographic area,
               may or may not be taken, in whole or in part as to any year, in
               the sole discretion of the Advisor. All or any portion of the
               Asset Management Fee not taken as to any fiscal year shall be
               deferred without interest and may be taken in such other fiscal
               year as the Advisor shall determine.

          (c)  ACQUISITION FEE. The Advisor may receive, as compensation payable
               by the Company for services rendered in connection with the
               investigation, selection and acquisition (by purchase, investment
               or exchange) of Properties, acquisition fees in an amount equal
               to up to 2.7% of Gross Offering Proceeds ("Acquisition Fees") and
               acquisition expenses in an amount equal to up to 0.5% of Gross
               Offering Proceeds ("Acquisition Expenses"). In no event shall
               Acquisition Expenses exceed the lesser of the actual cost of such
               expenses or 90% of competitive rates charged by unaffiliated
               persons providing similar services. Gross Offering Proceeds shall
               mean the aggregate purchase price of all Shares sold for the
               account of the Company through the offering contemplated by the
               Registration Statement, without deduction for selling
               commissions, volume discounts, dealer-manager fees or
               organization and offering expenses. In no event shall the Advisor
               receive Acquisition Fees with respect to the acquisition of
               Properties for which it did not render such services and for
               which acquisition fees have been previously paid or are owed to
               another affiliate of the Company. For the purpose of computing
               Gross Offering Proceeds, the purchase price of any Share sold
               pursuant to the Registration Statement for which reduced selling
               commissions are paid to the dealer-manager or any other
               broker-dealer (where net proceeds as to the Company are not
               reduced) shall be deemed to be $10.00. In connection with the
               purchase of a Property, the total of all Acquisition Fees and
               Acquisition Expenses shall not exceed an amount equal to 6.0% of
               the contract price of the Property.

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          (d)  SUBORDINATED DISPOSITION FEE. If the Advisor or an affiliate
               provides a substantial amount of the services (as determined by a
               majority of the Company's Independent Directors) in connection
               with the sale of one or more Properties, the Advisor or an
               affiliate shall receive a subordinated disposition fee equal to
               the lesser of (i) one-half of a competitive real estate
               commission, or (ii) 3.0% of the sales price of such Property or
               Properties ("Subordinated Disposition Fee"). The Subordinated
               Disposition Fee will be paid only if stockholders have received
               total dividends in an amount equal to 100% of their aggregate
               invested capital plus a 6.0% annual cumulative non-compounded
               return on their net invested capital (the "Stockholders' 6.0%
               Return"). To the extent that Subordinated Disposition Fees are
               not paid by the Company on a current basis due to the foregoing
               limitation, the unpaid fees will be accrued and paid at such time
               as the subordination conditions have been satisfied. The
               Subordinated Disposition Fee may be paid in addition to real
               estate commissions paid to non-affiliates, provided that the
               total real estate commissions paid to all persons by the Company
               shall not exceed an amount equal to the lesser of (i) 6.0% of the
               contract sales price of a Property, or (ii) the competitive real
               estate commission. In the event this Agreement is terminated
               prior to such time as the stockholders have received total
               distributions in an amount equal to 100% of invested capital plus
               the Stockholders' 6.0% Return, an appraisal of the Properties
               then owned by the Company shall be made and the Subordinated
               Disposition Fee on Properties previously sold will be deemed
               earned if the appraised value of the Properties then owned by the
               Company plus total distributions received prior to the date of
               the termination of this Agreement equals 100% of invested capital
               plus the Stockholders' 6.0% Return. Upon Listing (as defined
               below), if the Advisor has accrued but not been paid such
               Subordinated Disposition Fee, then for purposes of determining
               whether the subordinated conditions have been satisfied,
               stockholders will be deemed to have received distributions in the
               amount equal to the product of the total number of Shares
               outstanding and the average closing price of the Shares over a
               period of 30 consecutive days during which the Shares are traded,
               with such period beginning 180 days after Listing.

          (e)  SUBORDINATED SHARE OF NET SALE PROCEEDS. A subordinated share of
               net sale proceeds shall be payable to the Advisor in an amount
               equal to 15.0% of net sales proceeds remaining after the
               stockholders have received distributions equal to the sum of the
               Stockholders' 6.0% Return and 100% of invested capital
               ("Subordinated Share of Net Sale Proceeds"). Following Listing,
               no Subordinated Share of Net Sale Proceeds will be paid to the
               Advisor.

          (f)  SUBORDINATED INCENTIVE LISTING FEE. Upon listing on a national
               securities exchange registered under Section 6 of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), or a
               national market system

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               registered under Section 11A of the Exchange Act ("Listing"), the
               Advisor shall be entitled to a subordinated incentive listing fee
               in an amount equal to 10.0% of the amount by which (i) the market
               value of the outstanding stock of the Company, measured by taking
               the average closing price or average of bid and asked price, as
               the case may be, over a period of 30 consecutive days during
               which the stock is traded, with such period beginning 180 days
               after Listing ("Market Value"), plus the total of all
               distributions paid to stockholders from the Company's inception
               until the date of Listing, exceeds (ii) the sum of (A) 100% of
               invested capital and (B) the total distributions required to be
               paid to the stockholders in order to pay the Stockholders' 6.0%
               Return from inception through the date of Listing ("Subordinated
               Incentive Listing Fee"). The Company shall have the option to pay
               such fee in the form of cash, Shares, a promissory note or any
               combination of the foregoing. The Subordinated Incentive Fee will
               be reduced by the amount of any prior payment to the Advisor of
               any Subordinated Share of Net Sale Proceeds from a sale or sales
               of a Property. In the event the Subordinated Incentive Fee is
               paid to the Advisor following Listing, no other performance fee
               will be paid to the Advisor.

          (g)  CHANGES TO FEE STRUCTURE. In the event of Listing, or,
               notwithstanding the absence of Listing, in the event the
               stockholders elect to continue the Company's existence after
               December 31, 2015, the Company and the Advisor may negotiate in
               good faith to establish another fee structure appropriate for a
               perpetual life entity. A majority of the Company's Independent
               Directors must approve any new fee structure negotiated with the
               Advisor. In negotiating a new fee structure, the Independent
               Directors shall consider all of the factors they deem relevant,
               including, but not limited to: (i) the amount of the advisory fee
               in relation to the asset value, composition and profitability of
               the Company's portfolio; (ii) the success of the Advisor in
               generating opportunities that meet the investment objectives of
               the Company; (iii) the rates charged to other REITs and to
               investors other than REITs by advisors performing the same or
               similar services; (iv) additional revenues realized by the
               Advisor and its affiliates through their relationship with the
               Company, including underwriting or broker commissions, servicing,
               engineering, inspection and other fees, whether paid by the
               Company or by others with whom the Company does business; (v) the
               quality and extent of service and advice furnished by the
               Advisor; (vi) the performance of the investment portfolio of the
               Company, including income, conversion or appreciation of capital,
               and number and frequency of problem investments; and (vii) the
               quality of the Property portfolio of the Company in relationship
               to the investments generated by the Advisor for its own account.
               The new fee structure can be no more favorable to the Advisor
               than the current fee structure.

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          (h)  SPECIAL TERMINATION PAYMENT. The Advisor shall receive a Special
               Termination Payment (as defined below) if the Company terminates
               or does not renew this Agreement without cause. The Special
               Termination Payment shall be an amount equal to the projected
               Asset Management Fee for the one-year period following the date
               of the termination of this Agreement.

          (i)  REIMBURSEMENT OF EXPENSES. Except as otherwise expressly limited
               by the terms of this Agreement, the Company shall reimburse the
               Advisor or its affiliates for (1) the actual cost to the Advisor
               or its affiliates of goods, materials and services used for or by
               the Company and obtained from persons unaffiliated with the
               Advisor and its affiliates, (2) the cost of administrative
               services rendered to the Company which are necessary to the
               prudent operation of the Company, such as legal, accounting,
               computer, transfer agent and other services which could be
               performed directly for the Company by independent parties,
               provided however, that no reimbursement shall be made for
               personnel costs to the extent that such personnel are used in
               transactions for which the Advisor receives a separate fee, and
               (3) the actual cost to the Advisor or its affiliates of any
               letter of credit or credit enhancement that may be required of
               any lender or seller in connection with the financing of the
               acquisition of Properties. Absent the vote of a majority of the
               Company's Independent Directors, the Advisor shall reimburse the
               Company for reimbursements paid to the Advisor to the extent that
               such reimbursements exceed, for any given year, the greater of
               (i) 2% of the Company's average invested assets (which consists,
               as defined in the Company's Articles of Incorporation, as
               amended, of the average book value of the assets of the Company,
               before reserves for appreciation or bad debts) or (ii) 25% of the
               Company's net income (which consists, as defined in the Company's
               Articles of Incorporation, as amended, of the total revenues less
               total expenses, excluding reserves for depreciation, bad debt and
               certain other similar non-cash reserves).

     11.  OTHER ACTIVITIES OF THE ADVISOR. Nothing contained herein shall
          prevent the Advisor from engaging in other activities, including,
          without limitation, the rendering of advice to other investors
          (including other REITs) and the management of other programs advised,
          sponsored or organized by the Advisor or its affiliates; nor shall
          this Agreement limit or restrict the right of any director, officer,
          employee or shareholder of the Advisor or its affiliates to engage in
          any other business or to render services of any kind to any other
          partnership, corporation, firm, individual, trust or association.
          Notwithstanding the foregoing, however, the Advisor shall devote
          sufficient resources to the administration of the Company to discharge
          its obligations hereunder. The Advisor may, with respect to any
          investment in which the Company is a participant, subject to its
          contractual duties to the Company under this Agreement, also render
          advice and service to each and every other participant therein.

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     12.  ALLOCATION OF INVESTMENT OPPORTUNITIES. Neither the Advisor nor any of
          its affiliates shall be obligated to present to the Company investment
          opportunities that come to their attention, even if any of those
          opportunities may be suitable to the Company. In addition, if the
          Advisor shall have an investment opportunity which satisfies the
          investment criteria of the Company, the Advisor shall make that
          investment opportunity available to the Company before such
          opportunity is invested in by the Advisor.

     13.  TERM/TERMINATION OF AGREEMENT. Initially, this Agreement shall have a
          term of one (1) year commencing on the closing date of the initial
          minimum offering under the Registration Statement. Following the
          initial term, subsequent renewals for one (1) year terms will be
          subject to an evaluation of the performance of the Advisor by the
          audit committee of the Company's Board of Directors. This Agreement
          may be terminated by a majority of the Independent Directors of the
          Company or by the Advisor, in all cases by giving not less than 60
          days' advance notice in writing to the other party.

     14.  ACTION UPON TERMINATION. The Advisor shall not be entitled to
          compensation for services performed after the effective date of the
          termination of this Agreement. The Advisor shall, forthwith upon such
          termination:

          (a)  promptly pay over to the Company all monies collected and held
               for the account of the Company pursuant to this Agreement, after
               deducting any accrued compensation and reimbursement for its
               expenses to which it is then entitled under this Agreement;

          (b)  promptly deliver to the Company a full accounting, including a
               statement showing all amounts collected, disbursed and held by
               the Advisor, for the period following the date of the last
               accounting furnished to the Company; and

          (c)  promptly deliver to the Company all property and documents of the
               Company then in the custody of the Advisor.

     15.  AMENDMENTS. The Agreement shall not be modified except by an
          instrument in writing signed by both parties hereto, or their
          respective successors or assigns, or otherwise as provided herein.

     16.  ASSIGNMENT. This Agreement may be assigned upon the consent of both
          parties hereto: (i) upon approval of a majority of the Independent
          Directors of the Company, by the Advisor to a person which is an
          affiliate of the Advisor; or (ii) by either the Advisor or the Company
          to its successor-in-interest. The Advisor may delegate some or all of
          its duties under this Agreement to an affiliate. Notwithstanding the
          foregoing, so long as the Company intends to qualify as a real estate
          investment trust under the Code, this Agreement may not

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          be assigned to any entity that serves as a property manager with
          respect to the Properties of the Company.

     17.  GOVERNING LAW. The provisions of this Agreement shall be construed and
          interpreted in accordance with the internal laws of The Commonwealth
          of Massachusetts without giving effect to conflicts of laws principles
          or rules.

     18.  DIRECTORS AND STOCKHOLDERS NOT LIABLE. This Agreement is made on
          behalf of the Company by an officer of the Company, not individually,
          but solely as such officer, and the obligations under this Agreement
          are not binding upon, nor shall resort be had to, the private property
          of any of the directors, officers, stockholders, employees or agents
          of the Company personally, but shall bind only the Company.

     19.  INDEMNIFICATION BY THE COMPANY. Subject to the conditions and
          limitations imposed by Section II.G of the Statement of Policy
          Regarding Real Estate Investment Trusts of the North American
          Securities Administration Association in effect as of the date of this
          Agreement as set forth in paragraphs (i) and (ii) of Article 9 of the
          Company's Restated Articles of Incorporation, , the Company shall
          indemnify and hold harmless the Advisor, to the extent permitted by
          the Maryland General Corporation Law (in effect at the time indemnity
          is sought), from all liability, claims, damages or loss arising in the
          performance of its duties hereunder, and related expenses, including
          reasonable attorneys' fees, to the extent such liability, claims,
          damages or losses and related expenses are not fully reimbursed by
          insurance.

     20.  INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold
          harmless the Company from contract or other liability, claims,
          damages, taxes or losses and related expenses, including attorneys'
          fees, to the extent that such liability, claims, damages, taxes,
          losses and related expenses are not fully reimbursed by insurance and
          are incurred by reason of the Advisor's bad faith, fraud, willful
          misfeasance, misconduct, negligence or reckless disregard of its
          duties, but the Advisor shall not be held responsible for any action
          of the Company's Board of Directors in following or declining to
          follow any advice or recommendation given by the Advisor.

     21.  HEADINGS. The section headings hereof have been inserted for reference
          only and shall not be construed to affect the meaning, construction or
          effect of this Agreement.

     22.  NOTICES. All notices, demands and other communication to be given or
          delivered under or by reason of the provisions of this Agreement must
          be in writing and will be deemed to have been given on the day
          established by sender as having been delivered personally; on the day
          delivered by private courier as such day is established by evidence
          obtained by the sender from the courier; on the day and at the time
          established by evidence obtained by the sender from a telegraph
          company if telegraphic means of communication are used; or on the day

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          established by a return receipt with respect to notices, demands and
          other communications intended to be delivered by U.S. mail. Such
          notices, demands and other communications to be valid, must be
          addressed:

          (a)  If to the Company, to:

               Boston Capital Real Estate Investment Trust, Inc.
               c/o Boston Capital Corporation
               One Boston Place, Suite 2100
               Boston, Massachusetts 02108-4406
               Attn: Jeffrey H. Goldstein, President

               with a copy to:

               Nixon Peabody LLP
               101 Federal Street
               Boston, MA 02210
               Attn: Alexander J. Jordan, Jr., Esq.

          (b)  If to the Advisor, to:

               Boston Capital REIT Advisors, LLC
               c/o Boston Capital Corporation
               One Boston Place, Suite 2100
               Boston, Massachusetts 02108-4406
               Attn: John P. Manning, President

               with a copy to:

               Nixon Peabody LLP
               101 Federal Street
               Boston, MA 02210
               Attn: Alexander J. Jordan, Jr., Esq.

          or to such other address or to the attention of such other person as
          recipient party has specified by prior written notice to the sending
          party (or in the case of counsel, to such other readily ascertainable
          business address as such counsel may hereafter maintain).

     23.  INITIAL INVESTMENT. Boston Capital Companion Limited Partnership
          ("Companion"), an affiliate of the Advisor, has contributed to the
          Company $200,000 in exchange for 20,000 Shares (the "Initial
          Investment"). Companion may not sell these Shares while the Advisory
          Agreement is in effect, although Companion may transfer them to its
          affiliates. The Advisor and its affiliates may buy and sell Shares,
          and this restriction shall not apply to any Shares, other than the
          Shares acquired through the Initial Investment, acquired by the
          Advisor or its affiliates. The Advisor shall not vote any Shares it
          hereafter acquires in

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          any vote for the removal of any of the Company's directors or any vote
          regarding the approval or termination of any contract with the Advisor
          or any of its affiliates. The restrictions contained in this Section
          23 shall not go into effect until the initial closing described in the
          Registration Statement has occurred.

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

                                    BOSTON CAPITAL REAL ESTATE
                                    INVESTMENT TRUST, INC.


                                    By:
                                       ------------------------------------
                                       Jeffrey H. Goldstein, President


                                    BOSTON CAPITAL REIT ADVISORS, LLC


                                    By: Boston Capital Corporation, its manager


                                    By:
                                       -----------------------------------
                                       John P. Manning, President

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