Exhibit 4.1

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

            THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

      Third Amended and Restated Agreement of Limited Partnership of Franklin
Street Partners Limited Partnership, a Massachusetts limited partnership (the
"Partnership"), dated as of January 1, 2000, among George J. Carter, R. Scott
MacPhee, Richard R. Norris, and William W. Gribbell, each as a general partner
(each of them being sometimes hereinafter referred to individually as a "General
Partner" and collectively as the "General Partners"), Scott H. Carter and
Jeffrey B. Carter as limited partners (the "Class B Limited Partners") and those
Persons listed on Schedule I hereto as limited partners (the "Limited
Partners"). The General Partners, Limited Partners and Class B Limited Partners
are sometimes hereinafter referred to individually as a "Partner" and
collectively as the "Partners." "Person" means any natural person or any
corporation, partnership, limited liability company, trust or other entity.

                              Preliminary Statement

      The Partnership was formed as a limited partnership pursuant to an
Agreement of Limited Partnership dated as of January 24,1997, as amended to date
(the "Original Partnership Agreement") and a Certificate of Limited Partnership
dated as of February 4,1997, filed with the Office of the Secretary of State of
the Commonwealth of Massachusetts (the "'Filing Office") on February 4, 1997.

      The purposes of this amendment to the Original Partnership Agreement are
to (i) provide for the admission of additional Limited Partners to the
Partnership, (ii) set out more fully the rights, obligations and duties of the
General Partners and the Limited Partners, and (iii) amend and restate in its
entirety the Original Partnership Agreement.

      WHEREAS, the Original Partnership Agreement provides that the General
Partners may amend the Original Partnership Agreement, without the consent or
approval of the Limited Partners or Class B Limited Partners, in any manner they
deem necessary or appropriate in connection with establishing, or taking steps
to establish, a public market for the Units (as defined below) of limited
partnership interest;

      WHEREAS, the Original Partnership Agreement provides that the distribution
of cash by the Partnership and allocations of net profits and net losses shall
be made in;

      WHEREAS, the General Partners have determined that allocating
distributions of cash on the basis of units of partnership interest designated
as general partnership interest, limited partnership interest or Class B limited
partnership interest (collectively, "Units") rather than on the basis of fixed
percentages to the Limited Partners, General Partners and Class B Limited
Partners as groups, is an appropriate step for the Partnership to take in
preparing to establish a public market for the Units of limited partnership
interest;
<PAGE>

      WHEREAS, the General Partners have determined that converting the
percentage interests of the General Partners and the Class B Limited Partners
into a number of Units of general partnership interest and Class B limited
partnership, respectively, equal to their respective corresponding percentages
of the total number of Units (taking into account the dilutive effect of the
admission of additional Limited Partners pursuant to this amendment), does not
affect the method of allocation of cash distributions or the method of
allocation of net profits or net losses except by reducing the percentages
thereof allocated to the General Partners and the Class B Limited Partners; and

      WHEREAS, the Class B Limited Partners are consenting to the adoption of
this amendment.

      NOW, THEREFORE, it is hereby agreed that the Original Partnership
Agreement is amended and restated and shall be replaced in its entirety by the
following agreement:

                                   ARTICLE I

                               GENERAL PROVISIONS

      1.01 Name of the Partnership. The name of the Partnership shall be
Franklin Street Partners Limited Partnership, or such other name as the General
Partners may from time to time determine. The General Partners shall cause to be
filed on behalf of the Partnership such partnership or assumed or fictitious
name certificate or certificates as may from time to time be required by law.

      1.02 Business of the Partnership. The business of the Partnership shall be
to (i) hold a 99% interest in FSP Investments LLC, a Massachusetts limited
liability company, (ii) own corporations or other entities organized to act as
general partners of limited partnerships sponsored by FSP Investments LLC
("Sponsored Partnerships"), (iii) hold a 99% interest in FSP Property Management
LLC, a Massachusetts limited liability company, (iv) acquire by merger or
otherwise the Sponsored Partnerships, and (v) engage in any other activity in
which a limited partnership organized under the laws of the Commonwealth of
Massachusetts may lawfully engage. FSP Investments LLC, FSP Property Management
LLC, the entities referred to in clause (ii) above and any other entities in
which the Partnership may hold an equity interest are hereinafter referred to as
"Operating Companies."

      1.03 Place of Business of the Partnership. The principal place of business
of the Partnership shall be located at 401 Edgewater Place, Suite 200,
Wakefield, Massachusetts 01880. The General Partners may, at any time and from
time to time, change the location of the Partnership's principal place of
business, upon written notice of such change to the Limited Partners and Class B
Limited Partners, and may establish such additional place or places of business
of the Partnership as they may from time to time determine.

      1.04 Duration of the Partnership. The Partnership commenced upon the
filing of a Certificate of Limited Partnership for the Partnership in accordance
with the Uniform Limited Partnership Act as enacted in the Commonwealth of
Massachusetts (the "Partnership Act"), and shall have infinite life unless
terminated at an earlier date in accordance with Article VII hereof.


                                      -2-
<PAGE>

      1.05 Partners' Names and Addresses. The names and business address of the
General Partners are:

           George J. Carter
           R. Scott MacPhee
           Richard R. Norris
           William W. Gribbell
           401 Edgewater Place, Suite 200
           Wakefield, Massachusetts 01880

The names and mailing addresses of the Limited Partners are as set forth on
Schedule II hereto. The names and business addresses of the Class B Limited
Partners are set forth on Schedule III hereto.

      1.06 Title to Partnership Property. All property owned by the Partnership,
whether real or personal, tangible or intangible, shall be deemed to be owned by
the Partnership as an entity, and no Partner, individually, shall have any
ownership of such property. The Partnership may hold any of its assets in its
own name or in the name of its nominee, which nominee may be one or more
individuals, partnerships, trusts or other entities.

      1.07 Resident Agent. The Partnership's agent for service of process shall
be George J. Carter, 5 Megans Way, Gloucester, Massachusetts 01930, or such
other Person as may be designated by the General Partners in a certificate of
amendment to the Certificate of Limited Partnership of the Partnership filed
with the Secretary of State of Massachusetts. The General Partners shall give
each Limited Partner prompt notice of any change of such agent for service of
process.

      1.08 Certificate of Limited Partnership. Except as otherwise provided
herein, the General Partners shall not be obligated to deliver or mail copies of
the Partnership Certificate of Limited Partnership or any certificate of
amendment thereto or of cancellation thereof to the Limited Partners or Class B
Limited Partners. Such documents will be available for inspection at the offices
of the Partnership as provided in Section 5.01 hereof.

                                   ARTICLE II

                    CAPITAL CONTRIBUTIONS, PROFITS AND LOSSES

      2.01 Capital Contributions.

           (a) The General Partners have contributed $100,003 in cash to the
capital of the Partnership and own the number of Units of general partnership
interest set forth opposite their respective names on Schedule I hereto.

           (b) The Limited Partners have made contributions to the capital of
the Partnership in the amounts, and own the number of Units of limited
partnership interest, set forth opposite their respective names on Schedule II
hereto.


                                      -3-
<PAGE>

           (c) The Class B Limited Partners have made contributions to the
capital of the Partnership in the amounts, and own the number of Units of Class
B limited partnership interest, set forth opposite their respective names on
Schedule III hereto.

           (d) No interest shall accrue on any contributions to the capital of
the Partnership, and no Partner shall have the right to withdraw or to be repaid
any capital contributed by him, except as specifically provided in this
Agreement. No Partner shall be required to contribute any additional capital to
the Partnership.

      2.02 Capital Accounts; Accounting Principles. A separate capital account
shall be maintained for each Partner (a "Capital Account"). Such accounts shall
be maintained and adjusted in accordance with the Internal Revenue Code of 1986,
as amended (the "Code"), and Treasury Regulation ss.1.704-1(b)(2)(iv) and other
applicable regulations under Sections 704(b) and (c) of the Code. There shall be
credited to each Partner's Capital Account the amount of money and the fair
market value of property actually contributed to the Partnership by such
Partner, and there shall be charged to such Capital Accounts the fair market
value of distributions to the Partner and the Partner's share of syndication
costs of the Partnership which are described in Section 709 of the Code.

      There shall also be credited or charged to the Capital Accounts of the
Partners their shares of the income or loss of the Partnership in the
proportions hereinafter set forth. The income or loss of the Partnership for any
fiscal year shall be the taxable income or loss as shown on the Partnership's
Federal income tax return, adjusted as required by the regulations under Section
704 of the Code. In particular, but not in limitation of the foregoing, the
income of the Partnership shall include income exempt from tax and any increases
in basis occasioned by Section 48(q)(2) of the Code, and losses shall include
expenses described in Section 705(a)(2)(B) of the Code (relating (primarily to
expenses incurred in generating income exempt from tax) and decreases in basis
occasioned by Section 48(a)(1) or (3) of the Code.

      If a new Partner is admitted to the Partnership (or the interest of an
existing Partner is increased) by reason of a contribution to it (and not by
reason of purchase of an existing interest in the Partnership), the Capital
Accounts of all Partners and the book basis of Partnership property shall be
adjusted to reflect the fair market value of Partnership property. Subsequent
depreciation and gain or loss on sale of Partnership property shall be based on
such adjusted books for purposes of Capital Accounts. Depreciation for book
purposes shall equal depreciation for tax purposes for any period during which
tax depreciation is allowable, so the only effect of such adjustment to the
Partnership's books will be that depreciation for book purposes will continue
after depreciation for tax purposes has expired. Taxable gain or loss on sale of
Partnership property shall be allocated first to eliminate any discrepancy
between a Partner's book and tax basis for his interest in the property, and
then in the manner in which book gain or loss is allocated.

      For purposes of determining the Partners' capital accounts, repayments of
loans made pursuant to Section 4.03 shall not be treated as distributions to
Partners.


                                      -4-
<PAGE>

      2.03 Definitions.

      For purposes of this Agreement, the following terms shall have the
following meanings:

      "Economic Risk of Loss" means the risk as determined under Treasury
Regulation ss.1-752-2 (taking all applicable "grandfathering" rules into
account) that a Partner or Person related to a Partner will suffer an economic
loss as a result of the failure of the Partnership to repay a liability.

      "Excess Negative Balance" for a Partner means the excess, if any, of (i)
the negative balance in a Partner's Capital Account after reducing such balance
by the net adjustments, allocations and distributions described in Treasury
Regulation ss.1.704-1(b)(2)(ii)(d)(4), (5) and (6) which, as of the end of the
Partnership's taxable year are reasonably expected to be made to such Partner,
over (H) the sum of (A) the amount, if any, which the Partner is required to
restore to the Partnership upon liquidation of such Partner's interest in the
Partnership (or which is so treated pursuant to Treasury Regulations
ss.1104-1(b)(2)(h)(c)), (B) the Partner's Share of Minimum Gain and (C) that
portion of any indebtedness of the Partnership (other than Partner Nonrecourse
Debt) with respect to which the Partner bears the Economic Risk of Loss that
such indebtedness would not be repaid out of the Partnership's assets if all of
the Partnership's assets were sold at their respective tax basis as of the end
of the fiscal year or other period and the proceeds from the sales together with
any amounts described in clause (A), above, were used to pay the Partnership's
liabilities.

      "Net Profits" and "Net Losses" mean the taxable income or loss, as the
case may be, for a period (or from a transaction) as determined in accordance
with Code Section 703(a) computed with any adjustments required by Treasury
Regulation ss.1.704-1(b)(2)(iv).

      "Minimum Gain" means the amount determined by computing with respect to
each Nonrecourse Debt of the Partnership, the amount of gross income, if any,
that would be realized by the Partnership if it disposed of the property
securing such debt in full satisfaction thereof, and by then aggregating the
amounts so computed.

      "Nonrecourse Debt" means any Partnership liability to the extent that the
liability is nonrecourse for purposes of Treasury Regulation ss.1.1001-2.

      "Nonrecourse Deductions" for a taxable year means deductions funded by
Nonrecourse Debt as determined under Treasury Regulation ss.ss.1.704-2(c) and
1.704-2(i)(2).

      "Partner Nonrecourse Debt" means any Nonrecourse Debt to the extent that a
Partner bears the Economic Risk of Loss associated with the debt.

      "Partnership Capital" means the fair market value of all of the
Partnership's assets reduced by the amount of all of the Partnership's
liabilities.

      "Share of Minimum Gain" means, for each Partner, the sum of such Partner's
share of Minimum Gain attributable to Nonrecourse Debt other than Partner
Nonrecourse Debt (computed in accordance with Treasury Regulation ss.1.704-2(g))
and such Partner's share of


                                      -5-
<PAGE>

Minimum Gain attributable to Partner Nonrecourse Debt (computed in accordance
with Treasury Regulation ss.1.704-2(i)(5)).

      2.04 Allocation of Net Profits and Net Losses.

           (a) Except as provided in Sections 2.05 and 2.06 below (which shall
be applied first), the Net Profits and Net Losses of the Partnership from
operations 'for any year (or other fiscal period) shall be allocated pro rata
among the Partners in proportion to the number of Units held by each of them.

           (b) Except as provided in Sections 2.05 and 2.06 below (which shall
be applied first), any Net Profits arising from a sale or other disposition of
all or any portion of the Partnership's property or upon liquidation of the
Partnership shall be allocated as follows:

               (i) First, to any Partners having negative Capital Account
                   balances, in proportion to and to the extent of such negative
                   balances; and

               (ii) The balance, if any, to the Partners in such proportions and
                   in such amounts as would result in the respective Capital
                   Account balance of each Partner equaling, as nearly as
                   possible, such Partner's share of the then Partnership
                   Capital determined by calculating the amount the Partner
                   would receive if an amount equal to the Partnership Capital
                   were distributed to the Partners in accordance with the
                   provisions of Section 3.01.

           (c) Except as provided in Sections 2.05 and 2.06 below (which shall
be applied first), any Net Losses arising from a sale or other disposition of
all or any portion of the Partnership's property or upon liquidation of the
Partnership shall be allocated among the Partners as follows:

               (i) First, to each Partner with a positive Capital Account
                   balance, in the amount of such positive balance; provided,
                   however, that if the amount of Net Losses to be allocated is
                   less than the sum of the Capital Account balances of all
                   Partners having positive Capital Account balances, then the
                   Net Losses shall be allocated to the Partners in such
                   proportions and in such amounts as would result in the
                   respective Capital Account balance of each Partner equaling,
                   as nearly as possible, such Partner's share of the then
                   Partnership Capital determined as set forth in Section
                   2.04(b)(ii) above; and

               (ii) The balance, if any, pro rata to the Partners in accordance
                   with the number of Units held by each of them.

           (d) If the amount of Net Profits allocable to the Partners pursuant
to Section 2.04(b)(ii) or the amount of Net Losses allocable to them pursuant to
Section 2.04(c)(i) is insufficient to allow the Capital Account balance of each
Partner to equal such Partner's share of the Partnership Capital, such Net
Profits or Net Losses shall be allocated among the Partners in


                                      -6-
<PAGE>

such a manner as to decrease the differences between the Partners' respective
Capital Account balances and their respective shares of the Partnership Capital
in proportion to such differences.

      2.05 Allocations of Nonrecourse Deductions and Minimum Gain.

      Notwithstanding the provisions of Section 2.04 above, the following
allocations of gross income and Nonrecourse Deductions shall be made in the
following order of priority:

           (a) If in any year there is a net decrease in the amount of Minimum
Gain attributable to either (i) Nonrecourse Debt that is not Partner Nonrecourse
Debt or (ii) Partner Nonrecourse Debt, then each Partner shall first be
allocated items of gross income for such year (and, if necessary, subsequent
years) in an amount equal to such Partner's share of the net decrease in such
Minimum Gain (determined in accordance with Treasury Regulation
ss.ss.1.704-2(g)(2) and 1.704-2(i)(5)) to the minimum extent required by, and in
the manner specified in, Treasury Regulation ss.ss.1.704-2(f) and 1.704-2(i)(4).

           (b) All Nonrecourse Deductions of the Partnership for any year, other
than Nonrecourse Deductions attributable to Partner Nonrecourse Debt, shall be
allocated in the same manner and proportions as are the Net Profits or Net
Losses of the Partnership for such year.

All Nonrecourse Deductions of the Partnership for any year attributable to
Partner Nonrecourse Debt shall be allocated to the Partners who bear the
Economic Risk of Loss with respect to the debt.

      2.06 Overriding Allocations of Net Profits and Net Losses.

      Notwithstanding the provisions of Section 2.04 above, but subject to the
provisions of Section 2.05 above, the following allocations of Net Profits and
Net Losses and items thereof shall be made:

           (a) If, during any year a Partner receives any adjustment, allocation
or distribution described in Treasury Regulation ss.1.704-1(b)(2)(ii)(d)(4), (5)
or (6), and, as a result of such adjustment, allocation or distribution, such
Partner's Capital Account has an Excess Negative Balance, then items of income
for such year (and, if necessary, subsequent years) shall first be allocated to
such Partner in an amount equal to such Partner's Excess Negative Balance.

           (b) In no event shall Net Losses of the Partnership be allocated to a
Partner if such allocation would cause or increase an Excess Negative Balance in
such Partner's Capital Account.

           (c) In the event that Net Profits, Net Losses or items thereof are
allocated to one or more Partners pursuant to subsections (a) or (b) above,
subsequent Net Profits and Losses will first be allocated (subject to the
provisions of subsections (a) and (b)) to the Partners in a manner designed to
result in each Partner having a Capital Account balance equal to what it would
have been had the original allocation of Net Profits, Net Losses or items
thereof pursuant to subsections (a) or (b) not occurred.


                                      -7-
<PAGE>

           (d) Except as otherwise provided herein or as required by Code
Section 704, for tax purposes, all items of income, gain, loss, deduction or
credit shall be allocated to the Partners in the same manner as are Net Profits
and Net Losses.

           (e) Allocation of items of income, gain, loss, deduction or credit
attributable to interests owned by the Partnership in entities which are treated
as partnerships for Federal income tax purposes shall be allocated in accordance
with the provisions of Treasury Regulation ss.1.704-2(k).

           (f) The respective interests of the Partners in the net profits and
net losses of the Partnership shall remain as set forth above unless changed by
amendment to this Agreement or by a transfer of an interest in the Partnership
authorized by the terms of this Agreement.

           (g) If Units are transferred by a Partner other than on the first day
of the Partnership's fiscal year, as between transferor and transferee net
profits and net losses for the year of transfer shall be allocated on the basis
of the number of days in such year that each was the owner of the Unit(s)
transferred without regard to the results of the Partnership's operations during
the periods before and after such transfer.

           (h) In the event the Partnership shall, at any time, whether pursuant
to the dissolution of the Partnership or otherwise, distribute any property in
kind, the difference, if any, between the fair market value of such property and
the value at which such property is carried on the books of the Partnership
shall be credited (or charged) to the capital accounts of the Partners in
accordance with the manner in which the Partners would have shared in the gain
or loss from the sale of such property prior to such distribution.

      2.07 Minimum Allocations to General Partners. Notwithstanding the other
provisions of this Article II the General Partners shall receive at least 1% of
each item of income, gain, loss, deduction or credit allocated to the Partners
hereunder.

                                  ARTICLE III

                               CASH DISTRIBUTIONS

      3.01 Distribution of Cash. Cash available for distribution to Partners,
shall, in amounts which shall be the sole discretion of the General Partners, be
distributed within 90 days following the end of each fiscal quarter, subject to
the prior payment of all Partnership fees and obligations as they become due
(including, without limitation, the loans described in Section 4.03 and the
expenses described in Section 4.09 hereof), pro rata to the Partners in
proportion to the number of Units held by each of them.


                                      -8-
<PAGE>

                                   ARTICLE IV

                                   MANAGEMENT

      4.01 Management of the Partnership.

           (a) The overall management and control of the business and affairs of
the Partnership shall be vested solely in the General Partners. Unless and until
revoked by the holders of a majority of the Units of general partnership
interest (such number is referred to herein as "a majority in interest of the
General Partners"), George J. Carter shall be the Managing General Partner and,
except as provided in Section 4.01(b) hereof, the Managing General Partner shall
have the full, exclusive and complete discretion in the management and control
of the business of the Partnership for the purposes herein stated and shall make
all decisions affecting the business of the Partnership and shall exercise all
of the powers, duties and responsibilities of the General Partners under this
Agreement. A majority in interest of the General Partners may, at any time,
revoke the Managing General Partner's authority to manage and control the
affairs of the Partnership and designate another General Partner to be the
Managing General Partner by giving notice to the Managing General Partner of
such election to revoke and designate, whereupon the business of the Partnership
will be managed and controlled by, the new Managing General Partner. No Person
dealing with the Partnership shall be required to inquire (i) into the authority
of any General Partner to take any action or to make any decision hereunder or
(ii) as to whether any necessary consents of other Partners have been obtained.

           (b) Notwithstanding anything herein to the contrary, the following
actions shall require the approval of a majority in interest of the General
Partners:

               (i)   the disposition of all or substantially all of the
                     Partnership's interest in an Operating Company;

               (ii)  the acquisition of an interest in an Operating Company;

               (iii) any amendment to this Agreement;

               (iv)  the removal of a General Partner, with or without Cause;

               (v)   the admission of an additional General Partner or
                     additional Limited Partner; or

               (vi)  the dissolution of the Partnership.

      4.02 Authority of the General Partners.

           (a) Except as otherwise expressly provided in this Agreement, all
decisions respecting any matter set forth herein or otherwise affecting or
arising out of the conduct of the business of the Partnership shall be made by
the General Partners and the General Partners shall have the exclusive right and
full authority to manage, conduct and operate the Partnership's business.
Specifically, but not by way of limitation, and subject to Section 4.01 and
subsection (c) hereof, the General Partners shall be authorized in the name and
on behalf of the Partnership:


                                      -9-
<PAGE>

               (1) to borrow money and, as security therefor, to mortgage,
           pledge or otherwise encumber the assets of the Partnership;

               (2) to cause to be paid all amounts due and payable by the
           Partnership to any Person;

               (3) to employ such agents, employees, managers, accountants,
           attorneys, consultants and other Persons necessary or appropriate to
           carry out the business and affairs of the Partnership, whether or not
           any such Persons so employed are affiliated or related to any
           Partner, and to pay such fees, expenses, salaries, wages and other
           compensation to such Persons as any of them shall in his sole
           discretion determine; provided, however, that any Person employed by
           the Partnership which is affiliated with or related to' any Partner
           shall not be employed upon terms and conditions materially more
           favorable than the Partnership would obtain from an unrelated third
           party for similar service;

               (4) to pay, extend, renew, modify, adjust, submit to arbitration,
           prosecute, defend or compromise, upon such terms as any of them may
           determine and upon such evidence as any of them may deem sufficient,
           any obligation, suit, liability, cause of action or claim, including
           tax claims, either in favor of or against the Partnership;

               (5) to compromise the obligation of a Partner to make a
           contribution to the capital of the Partnership or to return to the
           Partnership money or other property paid or distributed to such
           Partner in violation of the Uniform Limited Partnership Act as
           enacted in the Commonwealth of Massachusetts;

               (6) to pay any and all fees and to make any and all expenditures
           which any of them, in his sole discretion, deems necessary or
           appropriate in connection with the organization of the Partnership,
           the offering and sale of limited partnership interests therein, the
           management of the affairs of the Partnership, and the carrying out of
           his obligations and responsibilities under this Agreement;

               (7) to exercise the rights and fulfill the obligations of the
           Partnership as an owner of an equity interest in any Operating
           Company, including without limitation the giving of any consent,
           approval or waiver and the taking of any actions permitted to be
           taken by the Partnership under the governing documents of an
           Operating Company;

               (8) to cause to be obtained and continued in force all policies
           of insurance which the General Partners deem reasonably necessary for
           the protection of the Partnership, from such insurer or insurers as
           the General Partners may, in their sole discretion, select;

               (9) to cause to be paid any and all taxes, charges and
           assessments that may be levied, assessed or imposed upon any of the
           assets of the Partnership, and, if they so determine, to contest any
           such taxes, charges or assessments;


                                      -10-
<PAGE>

               (10) to serve as the tax matters partner for the Partnership,
           pursuant to Sections 6221-6233 of the Code;

               (11) to acquire interests in Operating Companies and to sell or
           otherwise dispose of or finance or refinance all or any portion of
           the Partnership's interest in an Operating Company;

               (12) to execute such documents as the General Partners deem
           necessary or advisable to reflect the Partnership's ownership of its
           interest in an Operating Company as may be required;

               (13) to make all applicable elections under the Code;

               (14) to exercise all powers and authority granted to general
           partners pursuant to the Partnership Act; and

               (15) to enter into any other agreements on behalf of the
           Partnership regardless of whether they extend beyond the term of the
           Partnership.

           (b) With respect to all of their obligations, powers and
responsibilities under this Agreement, the General Partners are, and each of
them is, authorized to execute and deliver, for and on behalf of the
Partnership, such notes and other evidences of indebtedness, contracts,
agreements, assignments, deeds, leases, loan agreements, mortgages and other
security instruments and agreements as any of them deems proper, all on such
terms and conditions as any of them deems proper.

           (c) Notwithstanding anything to the contrary herein contained, the
General Partners shall have no authority to, and they covenant and agree that
they will not, (i) commingle the Partnership's funds with funds of any other
natural person, partnership, corporation, association or other legal entity;
(ii) do any act in contravention of this Agreement or the Certificate of Limited
Partnership of the Partnership which would make it impossible to carry on the
ordinary business of the Partnership; or (iii) possess any Partnership property
or assign the right of the Partnership in specific Partnership property for
other than a Partnership purpose.

      In no event shall the General Partners enter into any loan, lease or other
obligation, whether or not set forth above, that shall provide or purport to
provide for the personal liability of any Limited Partner or Class B Limited
Partner thereunder.

           (d) The Managing General Partner shall be the "tax matters partner"
of the Partnership for Federal income tax purposes. Pursuant to Section
6223(c)(3) of the Code, upon receipt of notice from the Internal Revenue Service
("IRS") of the beginning of an administrative proceeding with respect to the
Partnership, the Managing General Partner, as the tax matters partner, agrees to
furnish the Internal Revenue Service with the names, addresses and profits
interests of each of the Limited Partners and Class B Limited Partners. The
Managing General Partner agrees not to enter into a settlement agreement
pursuant to Section 6224 of the Code without providing at least 30 days' advance
written notice to each Limited Partner of the terms of the settlement. If the
Partnership receives from the IRS a Final Partnership Administrative Adjustment
pursuant to Code Section 6223, and if it is determined to seek judicial review
of such


                                      -11-
<PAGE>

IRS action pursuant to Code Section 6226, then the tax matters partner shall
select the judicial forum for such review.

      The tax matters partner shall receive no compensation for his services.
All third party costs and expenses incurred by the tax matters partner in
performing his duties as such shall be borne by the Partnership. Nothing herein
shall be construed to restrict the Partnership from engaging an accounting firm,
law firm, or any other advisor to assist the tax matters partner in discharging
his duties hereunder. The Partnership hereby indemnifies and holds harmless the
Managing General Partner from and against any claim, loss, liability action or
damage resulting from his action or his failure to take any action as the "tax
matters partner, provided that any such action or failure to act was not
willful.

           (e) The General Partners shall at all times use their best efforts to
meet all requirements of the Code and currently applicable regulations, rulings
and revenue procedures of the IRS and to meet any further requirements set by
Congress, the IRS, any agency of the federal government or the courts to assure
that the Partnership will be classified for Federal income tax purposes as a
partnership and not as an association taxable as a corporation.

      4.03 Loans by General Partners to the Partnership. To the extent the
Partnership does not have available to it from other sources sufficient funds to
enable the Partnership to meet its costs, expenses, obligations, liabilities and
charges, or to make any expenditure authorized by this Agreement, the General
Partners shall advance such funds to the Partnership, up to a maximum aggregate
amount outstanding at any time of $1,000,000. Notwithstanding the provisions of
Section 4.01(a), the foregoing obligation to advance funds shall be the joint
and several obligation of the General Partners. All amounts so advanced shall
take the form of a loan and shall bear interest at a rate equal to the "prime
rate" announced from time to time by Fleet Bank, N.A., or any successor bank
thereto, plus two percent (2%). Such loans will be repaid prior to any other
distributions to the Partners.

      4.04 Services of the General Partners. During the existence of the
Partnership, the General Partners shall devote such time and effort to the
Partnership business as may be necessary to promote adequately the interests of
the Partnership and the mutual interests of the Partners; however, it is
specifically understood and agreed that the General Partners shall not be
required to devote full time to Partnership business, and the General Partners
may at any time and from time to time engage in and possess interests in other
business ventures of any and every type and description, including, without
limitation, the ownership, operation, financing, and management of real estate,
independently or with others, and neither the Partnership nor any Partner shall
by virtue of this Agreement have any right, title or interest in or to such
independent ventures.

      4.05 Liability of the General Partners; Indemnification.

           (a) The General Partners shall not be personally liable for the
return of the capital contributions of the Limited Partners or Class B Limited
Partners, it being expressly understood that any return of capital shall be made
solely from the assets of the Partnership; nor shall the General Partners be
required to pay to the Partnership or to any Limited Partner or Class B Limited
Partner any capital deficits upon dissolution or otherwise. The General Partners
shall


                                      -12-
<PAGE>

not be liable, responsible or accountable in damages or otherwise to the
Partnership or any of the Partners for any act or omission performed or omitted
by any of them in good faith and in a manner reasonably believed by such General
Partner to be within the scope of authority granted by this Agreement and in the
best interests of the Partnership if such General Partner shall not have been
guilty of gross negligence or willful misconduct with respect to such acts or
omissions.

           (b) The Partnership shall save harmless and indemnify each General
Partner (which term shall for the purposes of this Section 4.05 include
employees, agents, partners, officers and directors of a General Partner) to the
fullest extent permitted by law against any cost, expense (including attorneys'
fees), loss, damage, judgment or liability reasonably incurred by or imposed
upon him or it in connection with any action, claim, suit or proceeding
(including any proceeding before any administrative or legislative body or
agency) to which he may be made a party or otherwise involved or with which he
shall be threatened by reason of being a General Partner or by reason of having
served, at the request of the Partnership, as a director, trustee or officer of
a corporation or other business entity or partner of a partnership in which the
Partnership owns or owned an interest or of which the Partnership is or was a
creditor (whether or not he continues to be a General Partner or an officer,
director or trustee of such corporation or other business entity or partner of a
partnership at the time such action, claim, suit or proceeding is brought or
threatened). No indemnification shall be provided hereunder with respect to
matters as to which the Person seeking indemnification shall have been finally
adjudicated in any such action, suit or proceeding not to have acted in good
faith in the reasonable belief that his action was in or not inconsistent with
the best interests of the Partnership. The foregoing right of indemnification
shall be in addition to any rights to which the General Partners may otherwise
be entitled and shall inure to the benefit of the successors, assigns, executors
or administrators of each General Partner. The Partnership may, but shall not be
required to, pay the expenses incurred by any Person indemnified hereunder in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding, upon receipt of an undertaking
by such indemnified person to repay such payment if there shall be an
adjudication or determination that he is not entitled to indemnification as
provided herein, which undertaking may be accepted without reference to the
financial ability of such person to make repayment.

           (c) The General Partners may cause the Partnership to purchase and
maintain, at the expense of the Partnership, insurance on behalf of any General
Partner, an officer, director or stockholder of any corporate General Partner, a
partner in any General Partner which is itself a partnership or any agent
appointed by any General Partner, which shall insure such parties against any
liability asserted against all or any of them in any such capacity or arising
out of their status as such.

           (d) All judgments against the Partnership and the General Partners,
wherein the General Partners are entitled to indemnification, must first be
satisfied from Partnership assets before any General Partner is responsible for
these obligations.

      4.06 Limitations on Limited Partners. Neither any Limited Partner nor any
Class B Limited Partner in its capacity as such shall: (a) be permitted to take
part in the control of the business or affairs of the Partnership; (b) have any
voice in the management or operation of any


                                      -13-
<PAGE>

Partnership property; or (c) have the authority or power in his capacity as a
Limited Partner or Class B Limited Partner to act as agent for or on behalf of
the Partnership or any other Partner, to do any act which would be binding on
the Partnership or any other Partner, or to incur any expenditures on behalf of
or with respect to the Partnership.

      4.07 Liability of Limited Partners. So long as he complies with the
provisions of Section 4.06, the liability of each Limited Partner and Class B
Limited Partner for the losses, debts and obligations of the Partnership shall
be limited to his capital contribution and his share of any undistributed net
profits; provided, however, that under applicable partnership law, a Limited
Partner or Class B Limited Partner may be liable to the Partnership to the
extent of previous distributions made to him in the event that the Partnership
does not have sufficient assets to discharge its liabilities.

      4.08 Evidence of General Partner Authority.

           (a) Every contract, deed, mortgage, lease and other instrument
executed by a General Partner shall be conclusive evidence in favor of every
Person relying thereon or claiming thereunder that at the time of the delivery
thereof:

               (1) the Partnership was in existence,

               (2) this Agreement had not been terminated or cancelled or
           amended in any manner so as to restrict such authority (except as
           shown in certificates or other instruments duly filed in the office
           of the Secretary of State of the Commonwealth of Massachusetts), and

               (3) the execution and delivery of such instruments were duly
           authorized by the General Partners.

           (b) Any Person dealing with the Partnership or a General Partner may
rely on a certificate signed by any General Partner hereunder:

               (1) as to who are the General Partners, Limited Partners and
           Class B Limited Partners hereunder;

               (2) as to the existence or nonexistence of any fact or facts
           which constitute conditions precedent to acts by the General Partners
           or in any other manner germane to the affairs of the Partnership;

               (3) as to who is authorized to execute and deliver any instrument
           or document of the Partnership;

               (4) as to the authenticity of any copy of this Agreement and
           amendments hereto; or

               (5) as to any act or failure to act by the Partnership or as to
           any other matter whatsoever involving the Partnership or any Partner.


                                      -14-
<PAGE>

      4.09 Certain Expenses. All out-of-pocket expenses incurred by each General
Partner in connection with the Partnership's organization, formation or business
shall be paid by the Partnership or reimbursed to each General Partner by the
Partnership.

      4.10 Meetings.

           (a) A meeting of the Partners for the purpose of acting upon any
matter upon which the Limited Partners are entitled to vote may be called by the
General Partners at any time and shall be called by the General Partners no more
than 15 days after receipt of a written request for such a meeting signed by
that number of Limited Partners owning an aggregate number of Units of limited
partnership interest which are equal to or greater than 25% of the aggregate
number of Units of limited partnership interest owned by all Limited Partners
(such number of Limited Partners is referred to herein as "25% in interest of
the Limited Partners"). The General Partners shall give written notice of any
such meeting to all Limited Partners, and such meeting shall be held no more
than 60 days after the General Partners send such notice to the Limited
Partners.

           (b) At any meeting of Limited Partners the presence in person of that
number of Limited Partners whose aggregate number of Units are equal to or
greater than a majority of the aggregate number of Units of limited partnership
interest (such number of Limited Partners is referred to herein as "a majority
in interest of Limited Partners") shall be necessary to constitute a quorum for
the transaction of business. If such quorum is not present on the date for which
the meeting is called within one-half hour after the time fixed for the holding
of such meeting, the meeting shall be adjourned to be held not earlier than ten
days and not later than 21 days thereafter. Notice shall be given promptly to
all Limited Partners of the time and place of the adjourned meeting. Any
business may be transacted at the adjourned meeting which might properly have
been transacted at the original meeting. A General Partner shall serve as
chairman at any such meeting and shall establish rules of procedure for such
meeting.

           (c) The General Partners may, and, no more than 15 days after receipt
of a written request signed by 25% in interest of the Limited Partners, the
General Partners shall, submit any matter upon which the Limited Partners are
entitled to vote to the Limited Partners for a vote by written consent without a
meeting. Such written consents shall be treated for all purposes as votes at a
meeting.

           (d) Subject to the provisions of Section 4.11(b), any action which
may be taken at a meeting in accordance with this Section 4.10 may be taken by
the General Partners with the prior written consent of a majority in interest of
the Limited Partners.

      4.11 Rights of Limited Partners.

           (a) A majority in interest of the Limited Partners, with the consent
of the General Partners may amend this Agreement subject to the limitations that
such amendment (A) shall not in any manner allow the Limited Partners or Class B
Limited Partners to take part in the control of the Partnership's business or
otherwise modify their limited liability, (B) shall not, without the consent of
the General Partner affected, alter the rights, powers and duties of such
General Partner as set forth in Articles IV and V, the capital contribution of
such General Partner


                                      -15-
<PAGE>

as set forth in Section 2.01, the interest of such General Partner in net
profits and net losses as set forth in Section 2.04 (except as the interest of
the General Partners may be altered as a group), the interest of such General
Partner in distributions of cash as set forth in Article III or the interest of
such General Partner in distributions upon liquidation as set forth in Section
7.02 (except as the interest of the General Partners may be altered as a group),
or the obligation of the Partnership to purchase the interest of the General
Partner as set forth in Section 4.12(c), (C) shall not alter any Limited
Partner's share of profits, losses, or distributions, except as the share of the
Limited Partners may be altered as a group and shall not alter any Class B
Limited Partner's share of profits, losses or distributions without the consent
of such Class B Limited Partner, and (D) shall not alter the limitations set
forth in clauses (A), (B) and (C).

           (b) The voting rights of the Limited Partners set forth in this
Section 4.11 shall not be effective and any votes taken pursuant thereto shall
be void ab initio if prior to or within 15 days after such vote either (i) the
Partnership has received an opinion of counsel that such action may not be
effective without subjecting the Limited Partners to liability as general
partners under Massachusetts law or the law of any other jurisdiction in which
the Partnership owns property and is doing business or (ii) a court of competent
jurisdiction shall have entered a final judgment to the foregoing effect.

      4.12 Withdrawal, Removal and Resignation of a General Partner.

           (a) Except as otherwise provided in this Section 4.12, a General
Partner shall not retire or withdraw from the Partnership and shall not
transfer, sell, alienate, assign or otherwise dispose of all or any part of its
interest as a General Partner, whether voluntarily, involuntarily, by operation
of law, at judicial sale or otherwise.

           (b) A General Partner who (i) voluntarily withdraws as a General
Partner from the Partnership prior to January 1, 2000 or (ii) is required to
withdraw for Cause (as defined below) by vote of a majority in interest of the
General Partners, shall relinquish his interest as a General Partner in the
Partnership immediately upon such withdrawal, and such interest shall thereupon
be converted to the interest of a Limited Partner in the Partnership and shall
be allocated among the Limited Partners, pro rata in accordance with their
respective ownership of Units.

           (c) Any General Partner who (i) voluntarily withdraws as a General
Partner in the Partnership on or after January 1, 2000, (ii) dies, (iii) is
adjudicated incompetent by a court of competent jurisdiction, (iv) becomes
bankrupt (which shall mean the occurrence of one of the events specified in
Sections 23(4) and (5) of the Partnership Act in effect on the date hereof or
(v) is required to withdraw without Cause by a vote of a majority in interest of
the General Partners, shall sell, and the Partnership shall purchase, such
General Partner's interest in the Partnership for a price equal to the fair
market value of such interest. The effective date of the sale shall be the date
on which the event specified in clauses (i) through (v) of this Section 4.12(c)
occurs, and on such date the General Partner's interest in the Partnership shall
be converted to that of a Limited Partner and shall be allocated among the
remaining Partners, pro rata in accordance with their respective interests in
cash available for distribution as set forth in Article III hereof. The purchase
price for such General Partner's interest shall be paid by the Partnership
within 30 days of the date of determination of the fair market value of such
General


                                      -16-
<PAGE>

Partner's interest by, at the election of the remaining General Partners, either
(A) payment m cash of the full amount of such purchase price or (B) delivery of
a promissory note in the principal amount of such purchase price, payable in
three equal consecutive annual installments commencing on the first anniversary
of the effective date of the sale. Such promissory note shall bear interest at
the "prime rate" charged from time to time by Fleet Bank, N.A., or any successor
bank thereto, plus 2%, payable annually on the date that the principal payment
for such year is due and payable. Such fair market value shall be determined by
agreement of such withdrawing General Partner and the remaining General
Partners. If they are unable to reach agreement within 30 days of the effective
date of the sale, such fair market value shall be determined by two independent
appraisers, one selected by the withdrawing General Partner and one by the
remaining General Partners. If such appraisers are unable to agree on the value
of the former General Partner's interest in the Partnership, they shall jointly
appoint a third independent appraiser whose determination shall be final and
binding. The cost of the appraisal shall be borne equally by the withdrawing
General Partner and the Partnership.

           (d) For purposes of this Section 4.12, "Cause" shall mean (i)
dishonesty or intentional misconduct by the General Partner in connection with
the performance by him of his duties as a General Partner or as an employee of
an Operating Company, (ii) the material failure by a General Partner to perform
his duties and obligations under this Agreement or as an employee of an
Operating Company, (iii) conduct by a General Partner of a criminal nature which
has an adverse impact on the Partnership or an Operating Company, (iv) conduct
by a General Partner which is a material breach of such General Partner's
fiduciary duties to the Partnership and the other Partners or (v) fraudulent
conduct by a General Partner in connection with the business affairs of the
Partnership or an Operating Company.

           (e) Notwithstanding anything to the contrary in this Agreement, the
General Partners may unanimously contribute their interests in the Partnership
to a limited liability company, partnership or similar entity, which shall
thereupon be admitted as the General Partner of the Partnership, and such
contribution shall not constitute a withdrawal for purposes of Sections 4.12(b)
or 4.12(c).

      4.13 Successor and Additional General Partners.

           (a) Any Person may, without the consent of the Limited Partners or
Class B Limited Partners but with the consent of a majority in interest of the
General Partners, be admitted as an additional or successor General Partner, to
the extent permitted by law, upon his agreeing to be bound by the provisions of
this Agreement to the same extent and on the same terms and conditions as the
General Partners then serving as such. Any such additional or successor General
Partner shall, as a condition of receiving any interest in the Partnership, also
agree to be bound by the Massachusetts Uniform Limited Partnership Act and any
agreements, contracts, leases, instruments or other documents theretofore
executed and delivered on behalf of the Partnership to the same extent and on
the same terms and conditions as the General Partners then serving as such. Each
Limited Partner and Class B Limited Partner by agreeing to become such and by
his execution of a counterpart of the signature page of this Agreement hereby
consents to the admission of any such Person as a successor or additional
General Partner on the terms and conditions set forth above.


                                      -17-
<PAGE>

           (b) Notwithstanding the withdrawal of a General Partner, and in
addition to his other obligations herein contained, such General Partner shall
remain liable for payment of all debts, obligations, liabilities and commitments
of the Partnership incurred while he was a General Partner, to the extent (i)
the Partnership does not have funds available for such payment and (ii) such
debts, obligations, liabilities and commitments of the Partnership provide for
the personal liability of such General Partner or of the Partnership thereunder.

      4.14 Additional Limited Partners. With the consent of a majority in
interest of the General Partners, additional Limited Partners or additional
limited partners of a new class of limited partnership interest may be admitted
as partners of the Partnership.

                                    ARTICLE V

                        BOOKS, RECORDS AND BANK ACCOUNTS

      5.01 Books and Records. The General Partners shall keep just and true
books of account with respect to the operations of the Partnership. Such books
shall reflect, to the extent applicable, that the limited partnership interests
have not been registered under the Securities Act of 1933, as amended (the
"Act") and that the interests may not be sold or transferred without
registration under the Act or exemption therefrom or without compliance with
Section 6.01 of this Agreement. Such books shall be maintained at the principal
place of business of the Partnership, or at such other place as the General
Partners shall determine, and all Partners, and their duly authorized
representatives, shall at all reasonable times have access to such books.

      5.02 Accounting Basis and Fiscal Year. The Partnership's books of account
shall be kept on the tax basis accrual method of accounting, or on such other
method of accounting as the General Partners may from time to time determine,
and shall be dosed and balanced at the end of each Partnership year. The same
method of accounting shall be used for both Partnership accounting and tax
purposes. The fiscal year of the Partnership shall be the calendar year.

      5.03 Reports. Until the Units of limited partnership interest shall have
been registered under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), within 90 days after the end of each fiscal year, the General
Partners shall cause to be prepared and sent to each Person who was a Limited
Partner or Class B Limited Partner at any time during the fiscal year then ended
a financial report of the Partnership, including a balance sheet and a profit
and loss statement, and, if such profit and loss statement is not prepared on a
cash basis, a cash flow or Source and application of funds statement. Within 90
days after the end of each fiscal year, the General Partners shall furnish each
Limited Partner and Class B Limited Partner with such information as may be
needed to enable such Limited Partner or Class B Limited Partner to file his
Federal income tax return and any required state income tax return. The cost of
all such reporting shall be paid by the Partnership as a Partnership expense.
Until the Units shall have been registered under the Exchange Act, any Partner
may, at any time, at his own expense, cause an audit of the Partnership books to
be made by a certified public accountant of his own selection.

      5.04 Bank Accounts. The General Partners shall be responsible for causing
one or more accounts to be maintained in a bank or banks which is a member of
the Federal Deposit


                                      -18-
<PAGE>

Insurance Corporation, which accounts shall be used for the payment of the
expenditures incurred by the General Partners in connection with the business of
the Partnership, and in which shall be deposited any and all cash receipts. All
such amounts shall be and remain the property of the Partnership, and shall be
received, held and disbursed by the General Partners for the purposes specified
in this Agreement. There shall not be deposited in any of said accounts any
funds other than funds belonging to the Partnership, and no other funds shall in
any way be commingled with such funds.

                                   ARTICLE VI

                  ASSIGNABILITY OF INTEREST OF LIMITED PARTNERS

      6.01 Assignment of a Limited Partner's Interest. A Limited Partner may not
sell, transfer, assign, pledge, or otherwise dispose of or encumber all or any
part of his or its economic interest in the Partnership whether voluntarily,
involuntarily or by operation of law) unless all of the following conditions
shall have been satisfied:

           (a) unless the Units of limited partnership interest shall have been
listed for trading on a national stock exchange, the General Partners shall have
previously consented to such assignment in writing, the granting or denying of
which consent shall be in the General Partners' absolute discretion (except that
the General Partners' consent shall not be required for assignment or transfers
occurring pursuant to the death, incompetency or dissolution of a Limited
Partner);

           (b) no such assignment shall be made if, in the opinion of counsel to
the Partnership, such assignment may not be effected without registration under
the Act, would cause the Partnership to become subject to the Investment Company
Act of 1940, as amended or would result in the violation of any applicable state
securities laws;

           (c) the Partnership shall not be required to recognize any such
assignment until the instrument conveying such interest has been delivered to
the General Partners for recordation on the books of the Partnership;

           (d) unless an assignee becomes a Substituted Limited Partner in
accordance with the provisions set forth below, he shall not be entitled to any
of the rights granted to a Limited Partner hereunder, other than the right
(unless prohibited by Section 6.01(b) hereof) to receive all or part of the
share of the net profits, net losses, cash distributions or returns of capital
to which his assignor would otherwise be entitled; and

           (e) the assignee pays to the Partnership all costs and expenses
incurred in connection with such assignment, including Specifically, without
limitation, fees and expenses of counsel to the Partnership.

      6.02 Substituted Limited Partner. An assignee of the interest of a Limited
Partner or any portion thereof shall become a Substituted Limited Partner
entitled to all the rights of a Limited Partner if, and only if:

           (a) the assignor gives the assignee such right;


                                      -19-
<PAGE>

           (b) the General Partners consent to such substitution, the granting
or denying of which consent shall be in the General Partners' absolute
discretion;

           (c) the assignee pays to the Partnership all costs and expenses
incurred in connection with such substitution; and

           (d) the assignee executes and delivers such instruments in form and
substance satisfactory to the General Partners, as the General Partners may deem
necessary or desirable to effect such substitution and to confirm the agreement
of the assignee to be bound by all of the terms and provisions of this
Agreement.

      6.03 Other Restrictions on Assignment. The Partnership and the General
Partners shall be entitled to treat the record owner of any Partnership interest
as the absolute owner thereof in all respects, and shall incur no liability for
distributions of cash or other property made in good faith to such owner until
such time as a written assignment of such interest has been received and
accepted by the General Partners and recorded on the books of the Partnership.
The General Partners may refuse to accept an assignment until the first day of
the next successive quarterly accounting period. In no event shall any
Partnership interest, or any portion thereof, be sold, transferred or assigned
to a minor or incompetent, and any such attempted sale, transfer or assignment
shall be void and ineffectual and shall not bind the Partnership or the General
Partners.

                                   ARTICLE VII

                           DISSOLUTION AND TERMINATION

      7.01 Events of Dissolution.

           (a) The Partnership shall be dissolved:

               (i)   on a date designated by the General Partners; and

               (ii)  upon the occurrence of an event of withdrawal (as defined
                     in the Partnership Act) with respect to a General Partner.

           (b) Notwithstanding the occurrence of an event specified in Section
7.01(a)(ii), the Partnership shall not be dissolved and its business and affairs
shall not be discontinued, and the Partnership shall remain in existence as a
limited partnership under the laws of the Commonwealth of Massachusetts if (i)
one or more General Partners continue to serve as a General Partner; or (ii) if
there be no general partner, a majority in interest of the Limited Partners
elect, within 90 days after such occurrence, to continue the Partnership and the
Partnership business. Upon the occurrence of an event Specified in Section
7.01(a)(ii) with respect to a General Partner who is not the sole General
Partner, the business of the Partnership shall be continued by the remaining
General Partner(s) upon the same terms and conditions set forth in this
Agreement, each remaining General Partner agrees to continue the Partnership on
such terms and conditions, and each Limited Partner hereby agrees to such
continuation. Upon the occurrence of an event specified in Section 7.01(a)(ii)
if there is no remaining General Partner, any Limited Partner may obtain from
the Partnership a list of all of the Limited Partners


                                      -20-
<PAGE>

and their addresses and a meeting may be called and held in accordance with
Section 4.10 hereof to consider the continuation of the Partnership's business.
If such election is made by a majority in interest of the Limited Partners, they
shall also choose an additional General Partner.

           (c) Dissolution of the Partnership shall be effective on the day on
which the event occurs giving rise to the dissolution but the Partnership shall
not terminate until the Partnership's Certificate of Limited Partnership shall
have been cancelled and the assets of the Partnership shall have been
distributed as provided herein. Notwithstanding the dissolution of the
Partnership, prior to the termination of the Partnership, as aforesaid, the
business of the Partnership and the affairs of the Partners, as such, shall
continue to be governed by this Agreement. Upon dissolution, the General
Partners or, if there be none, a liquidator appointed by a majority in interest
of the Limited Partners shall liquidate the assets of the Partnership, apply and
distribute the proceeds thereof as contemplated by this Agreement and cause the
cancellation of the Partnership's Certificate of Limited Partnership.

           (d) In the event the General Partners (or, where applicable, the
liquidator) determine that it is necessary upon dissolution to make a
distribution of any property of the Partnership in kind or if the General
Partners shall determine to make a distribution in kind other than pursuant to
dissolution, such property shall be transferred and conveyed on the basis of the
fair market value thereof to the Partners or their assignees, so as to vest in
each of them an undivided interest, as tenants-in-common, in the whole of such
property, and the capital accounts of all Partners shall be adjusted to reflect
any difference between such fair market value and the cost at which such
property is carried on the books of the Partnership.

      7.02 Distribution Upon Liquidation.

           (a) After payment of liabilities owing to creditors, the General
Partners or liquidator shall set up such reserves as they or he deems reasonably
necessary for any contingent or unforeseen liabilities or obligations of the
Partnership. Said reserves may be paid over by the General Partners or
liquidator to a bank, to be held in escrow for the purpose of paying any such
contingent or unforeseen liabilities or obligations and, at the expiration of
such period as the General Partners or liquidator may deem advisable, such
reserves shall be distributed to the partners or their assigns in the manner set
forth in subsection (b) below.

           (b) After paying such liabilities and providing for such reserves,
the General Partners or liquidator shall cause the remaining net assets of the
Partnership to be distributed to and among the Partners in proportion to and in
satisfaction of the positive balances in their capital accounts. In the event
that any part of such net assets consists of notes or accounts receivable or
other non-cash assets, the General Partners or liquidator shall take whatever
steps they or he deems appropriate to convert such assets into cash or into any
other form which would facilitate the distribution thereof.


                                      -21-
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

      8.01 Notices. Any and all notices, elections or demands permitted or
required to be made under this Agreement shall be in writing, signed by the
Partner giving such notice, election or demand and shall be delivered
personally, sent by registered or certified mail, return receipt requested or
sent for overnight delivery by a nationally recognized overnight delivery
service (except that routine notices required or permitted to be given by the
General Partners or the Partnership may be sent by ordinary first-class mail),
to the other Partner or Partners, at his or its address set forth herein, or at
such other address as may be supplied by written notice given in conformity with
the terms of this Section 8.01. The date of personal delivery or the date of
mailing, as the case may be, shall be the date of such notice.

      8.02 Successors and Assigns. Subject to the restrictions on transfer set
forth herein, this Agreement, and each and every provision hereof, shall be
binding upon and shall inure to the benefit of the Partners, their respective
successors, successors-in-title, heirs and assigns, and each and every
successor-in-interest to any Partner, whether such successor acquires such
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

      8.03 Power of Attorney. Each Limited Partner and Class B Limited Partner,
including any additional or substituted Limited Partner, by the execution of
this Agreement or any counterpart thereof does hereby irrevocably constitute and
appoint the Managing General Partner, with full power of substitution, his true
and lawful agent and attorney-in-fact, with full power and authority in his
name, place and stead, to make, execute, acknowledge, swear to, deliver, file
and record such documents and instruments as may be necessary or appropriate to
carry out the provisions of this Agreement, including, but not limited to, (a)
copies of this Agreement and amendments hereto or restatements hereof adopted
pursuant to the provisions hereof (including without limitation any such
amendment adopted pursuant to the provisions of Section 8.04(a) or Section
8.04(b) and any such amendment required upon the admission of a substituted or
additional Limited Partner or Class B Limited Partner, an additional limited
partner of a different class or a successor or additional General Partner, the
continuation of this Partnership, the formation of a successor limited
partnership or the doing of any act requiring the amendment of this Agreement
under the laws of the Commonwealth of Massachusetts, the applicable laws of any
other jurisdiction in which the Managing General Partner deems such action to be
necessary or desirable or by any regulatory agency and any such amendment
relating to a successor limited partnership) and, upon termination of the
Partnership (or its successor), a certificate or agreement of dissolution and
termination, as and if the same may be required by the laws of the Commonwealth
of Massachusetts, the applicable laws of any other jurisdiction in which the
Managing General Partner deems said filing to be necessary or desirable or by
any regulatory agency, (b) any amendments to the Certificate of Limited
Partnership or restatements thereof adopted pursuant to the provisions hereof
(including without limitation any such amendment required upon the continuation
of the Partnership, the formation of a successor limited partnership or the
doing of any act requiring the amendment of this Agreement under the laws of the
Commonwealth of Massachusetts, the applicable laws of any other jurisdiction in
which the Managing General Partner deems said filing to be necessary or
desirable, the rules and


                                      -22-
<PAGE>

regulations of any regulatory agency and any such amendment relating to a
successor limited partnership), (c) any certificate of fictitious name, if
required by law, (d) such other certificates or instruments as may be required
under the law of the Commonwealth of Massachusetts or any other jurisdiction, or
by any regulatory agency, as the Managing General Partner may deem necessary or
advisable, and (e) all such other instruments as the Managing General Partner
may deem necessary or advisable in accordance with the terms hereof; provided,
however, that none of the foregoing acts shall increase the liability of any
Limited Partner or Class B Limited Partner beyond that expressly set forth in
this Agreement.

      The power of attorney granted in this Section 8.03 is a special power of
attorney coupled with an interest and is irrevocable, shall survive the death or
incompetency of a Limited Partner or Class B Limited Partner, may be exercised
by the attorney-in-fact by his signature on behalf of all Limited Partners and
all Class B Limited Partners, and shall survive the delivery of an assignment by
a Limited Partner or Class B Limited Partner of the whole or any portion of his
economic interest, except that where the assignee of any such interest has been
approved, pursuant to the provisions of Section 6.02, for admission to the
Partnership as a substitute Limited Partner, the power of attorney shall survive
the delivery of such assignment solely for the purpose of enabling the
attorney-in-fact to execute, acknowledge and file any instrument necessary to
effect such substitution.

      8.04 Amendments.

           (a) In addition to any amendments otherwise authorized herein,
amendments may be made to this Agreement and the Partnership's Certificate of
Limited Partnership from time to time in any of the following manners:

               (i)   Subject to the limitations set forth in Section
                     4.12(a)(i)(A) (B), (C) and (D), by the General Partners,
                     without the consent or approval of the Limited Partners or
                     the Class B Limited Partners (x) to add to the duties or
                     obligations of the General Partners or surrender any right
                     or power granted to the General Partners herein; (y) to
                     cure any ambiguity, to correct or supplement any provision
                     herein which may be inconsistent with any other provision
                     herein or to make any other provisions with respect to
                     matters or questions arising under this Agreement which
                     will not be inconsistent with the provisions of this
                     Agreement; and (z) in any manner that they deem necessary
                     or appropriate, in their sole discretion, in connection
                     with establishing or taking steps to establish, a public
                     market for the Units; provided, however, that no amendment
                     shall be adopted pursuant to this Section 8.04(a)(i) unless
                     the adoption thereof (1) does not affect the method of
                     allocation of cash distributions provided in Article III or
                     the method of allocation of net profits or net losses
                     provided in Section 2.04 among the Limited Partners or
                     Class B Limited Partners, respectively, or among the
                     Limited Partners, Class B Limited Partners and the General
                     Partners, except that any such amendment may reduce the
                     percentage thereof allocated to the General Partners; and
                     (2) does


                                      -23-
<PAGE>

                     not affect the limited liability of the Limited Partners or
                     Class B Limited Partners contemplated by Section 4.07 of
                     this Agreement or the status of the Partnership as a
                     partnership for Federal income tax purposes.

               (ii)  By a writing duly executed by the General Partners and a
                     majority in interest of the Limited Partners in accordance
                     with Section 4.11.

               (iii) The General Partners may amend this Agreement in any
                     respect not otherwise provided for in Sections 8.04(a)(i),
                     8.04(a)(ii) and 8.04(b), subject to the limitations set
                     forth in Section 4.12(a)(i)(A), (B), (C) and (D), in
                     accordance with the procedures set forth in this Section
                     8.04(a)(iii). Not less than thirty (30) days prior to the
                     effective date of such proposed amendment, the General
                     Partners shall send notice in writing to each Limited
                     Partner setting forth a verbatim statement of the proposed
                     amendment and a statement that on the proposed effective
                     date this Agreement will be amended as proposed unless,
                     prior to such date, Limited Partners then owning twenty
                     percent (20%) or more of the Units of limited partnership
                     interest send to the General Partners written notice
                     stating that they object to such proposed amendment. Unless
                     such objections are received prior to the proposed
                     effective date, on or after the effective date the General
                     Partners shall execute the proposed amendment on behalf of
                     all Partners. If such objections are received prior to the
                     proposed effective date, then such proposed amendment shall
                     not become effective without the vote or written consent of
                     a majority in interest of the Limited Partners.

           (b) In addition to any amendments otherwise authorized herein,
amendments may be made to this Agreement from time to time by the General
Partners, without the consent or approval of the Limited Partners or the Class B
Limited Partners, to amend appropriate provisions of this Agreement if the
Partnership is advised at any time by its legal counsel that the allocations of
profits and losses provided in Section 2.04 hereof are unlikely to be respected
for Federal income tax purposes, because of either the promulgation and adoption
of further Treasury regulations under Code Section 704 or other developments in
applicable law. In making any such amendment, the General Partners shall use
their best efforts to effect as little change in the economic and tax
arrangements among the Partners as they shall determine in their sole discretion
to be necessary to provide for allocations of profits and losses which they
believe will be respected for Federal income tax purposes. Any amendments made
by the General Partners pursuant to this Section 8.04(b) shall be deemed to be
made pursuant to the fiduciary obligations of the General Partners to the
Partnership and the Limited Partners and Class B Limited Partners and no such
amendment shall give rise to any claim or cause of action by any Limited
Partners or Class B Limited Partners.

      8.05 Partition. The Partners hereby agree that no Partner, nor any
successor-in-interest to any Partner, shall have the right while this Agreement
remains in effect to have the property of the Partnership partitioned, or to
file a complaint or institute any proceeding at law or in equity to


                                      -24-
<PAGE>

have the property of the Partnership partitioned, and each Partner, on behalf of
himself, his successors, representatives, heirs, and assigns, hereby waives any
such right. It is the intention of the Partners that during the term of this
Agreement, the rights of the Partners and their successors-in-interest, as among
themselves shall be governed by the terms of this Agreement, and that the right
of any Partner or successor-in-interest to assign, transfer, sell or otherwise
dispose of his interest in the Partnership's property shall be subject to the
limitations and restrictions of this Agreement.

      8.06 No Waiver. The failure of any Partner to insist upon strict
performance of a covenant hereunder or of any obligations hereunder,
irrespective of the length of time for which such failure continues, shall not
be a waiver of such Partner's right to demand strict compliance in the future.
No consent or waiver, express or implied, to or of any breach or default in the
performance of any obligation hereunder shall constitute a consent or waiver to
or of any other breach or default in the performance of the same or any other
obligation hereunder.

      8.07 Entire Agreement. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof and
supersedes any prior understandings, inducements or conditions, expressed or
implied, written or oral, among them respecting the subject matter contained
herein. There are no representations, agreements, arrangements or
understandings, oral or written, between and among the parties hereto relating
to the subject matter of this Agreement which are not fully expressed herein.
The express terms hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended, except as provided in Section 4.11(a) and Section
8.04, other than by an agreement in writing executed by and on behalf of the
party sought to be bound by such modification or amendment.

      8.08 Captions. Titles or captions of Articles or Sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision hereof.

      8.09 Counterparts. This Agreement may be executed in any number of
counterparts, and by the different parties hereto on separate counterparts, each
of which shall be deemed an original and all of which shall constitute one and
the same instrument, and in pleading or proving any provisions of this Agreement
it shall not be necessary to produce more than one such counterpart. This
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.

      8.10 Applicable Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and interpreted, construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts and the
Partnership Act. In the event of any conflict between any provisions of this
Agreement and any non-mandatory provision of the Partnership Act, the provisions
of this Agreement shall control and take precedence. It is agreed that the
parties hereto intend to continue a limited partnership hereby, but in the event
that the General Partners shall fail to comply substantially with the
requirements for the continuation of a limited partnership under the laws of the
Commonwealth of Massachusetts, the Partnership shall


                                      -25-
<PAGE>

be administered pursuant to the provisions of the Partnership Act as if it were
a limited partnership.

      8.11 Gender Etc. In the case of all terms used in this Agreement, the
singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires.

      8.12 General Partners. References herein to the General Partner shall
refer collectively to all of the General Partners or if there be at the time
only one General Partner to such General Partner. As used herein, the term
"General Partner" or "General Partners" shall mean the party named as such in
this Agreement and any successor or additional General Partners that may
properly be added from time to time pursuant to the terms of this Agreement.

      8.13 Status of Successor Trustees as Partners. Any successor trustee or
trustees of any trust as a Partner of the Partnership shall be entitled to
exercise the same rights and privileges and be subject to the same duties and
obligations as his predecessor trustee. As used in this Agreement, the term
"trustee" shall include any and all such successor trustees.

      8.14 Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law; but if any such provision of this Agreement or the application
thereof to any party or circumstance shall be prohibited by or be invalid under
applicable law, such provision shall be ineffective only to the minimal extent
of such prohibition or invalidity without invalidating the remainder of such
provisions or the remaining provisions of this Agreement or the application of
such provisions to other parties or circumstances.

      8.15 Number of Days. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays or holidays
in the Commonwealth of Massachusetts; provided, however, that if the final day
of any time period falls on a Saturday, Sunday or holiday in the Commonwealth of
Massachusetts, then the final day shall be deemed to be the next day which is
not a Saturday, Sunday or such a holiday.

      8.16 Further Assurances. In addition to the documents and instruments to
be delivered as herein provided, each Limited Partner and Class B Limited
Partner shall, from time to time at the request of any General Partner, execute
and deliver such instruments and shall take such other action as may be required
to carry out more effectively the terms of this Agreement.

      8.17 Schedules. Schedules I, II and III hereto shall be incorporated into
and shall be deemed a part of this Agreement. If either such Schedule shall not
be attached hereto at the time of execution of this Agreement, or if either such
Schedule shall be incomplete, such Schedule may be later attached or completed
in accordance with the provisions of this Agreement and such Schedule shall, as
later attached or completed, for all purposes be deemed a part of this Agreement
as if attached hereto or completed at the time of the execution hereof. Without
limiting the generality of the foregoing, Schedule II shall be amended from time
to time to reflect the admission of Limited Partners.


                                      -26-
<PAGE>

      IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
first day of January, 2000.

GENERAL PARTNERS                      LIMITED PARTNERS: THOSE
                                      PERSONS LISTED ON SCHEDULE II
                                      HERETO

George J. Carter

 /s/ George J. Carter                    /s/ George J. Carter
----------------------------------    ------------------------------------------
                                      By: George J. Carter,
George J. Carter                          their Attorney-in-Fact


R. Scott MacPhee

 /s/ R. Scott MacPhee
----------------------------------    CLASS B LIMITED PARTNERS


Richard R. Norris                     Scott H. Carter

 /s/ Richard R. Norris                 /s/ Scott H. Carter
----------------------------------    ------------------------------------------


William W. Gribbell                   Jeffrey B. Carter

 /s/ William W. Gribbell               /s/ Jeffrey B. Carter
----------------------------------    ------------------------------------------


                                      -27-