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                                                                    Exhibit 10.5

                           ADVISORY SERVICES AGREEMENT

         ADVISORY SERVICES AGREEMENT (the "Agreement"), made as of April 1,
2004, 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, the Advisor is willing to undertake 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;

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

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                  (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 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;

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                  (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-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

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                  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
                  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

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                  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 3.0% 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 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

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                           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 3.0% of Gross Offering Proceeds
                           ("Acquisition Fees") and acquisition expenses in an
                           amount equal to up to 0.5% of Gross Offering Proceeds
                           ("Acquisition Expenses"). 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. 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.

                  (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

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                           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
                           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

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                           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, 2014, 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.

                  (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, or the Advisor terminates this
                           Agreement, for any reason at any time. 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

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                           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, 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.

         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.

         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:

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                  (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 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. The Company shall indemnify
                  and hold harmless the Advisor, to the full 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; provided,
                  however, that the Advisor shall not be entitled to
                  indemnification, under this Section 19, if it acts in a manner
                  which constitutes gross negligence or willful misconduct.

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         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
                  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.

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                                       12

                  (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 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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                                       13

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

                               BOSTON CAPITAL REAL ESTATE
                               INVESTMENT TRUST, INC.


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


                               BOSTON CAPITAL REIT ADVISORS, LLC


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