Exhibit 4.2

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

                               FIRST AMENDMENT TO
            THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

      This First Amendment to the Third Amended and Restated Limited Partnership
Agreement, dated as of January 1, 2000 (the "Partnership Agreement") of Franklin
Street Partners Limited Partnership, a Massachusetts limited liability
partnership (the "Partnership"), is made as of January 1, 2000 by and among
George J. Carter, R. Scott MacPhee, Richard R. Norris and William W. Gribbell
(collectively, the "Withdrawing General Partners"), FSP General Partner LLC, a
Massachusetts limited liability company ("FSP LLC"), Scott H. Carter and Jeffrey
B. Carter as limited partners (the "Class B Limited Partners") and those Persons
listed on Schedule II to the Partnership Agreement as limited partners (the
"Limited Partners"). Capitalized terms used herein and otherwise defined shall
have the respective meanings ascribed to them in the Partnership Agreement.

      WHEREAS, 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 in the form of the 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 on February 4, 1997;

      WHEREAS, Section 4.12(e) of the Partnership Agreement provides that the
Withdrawing General Partners may unanimously contribute their interests in the
Partnership to a limited liability company, which shall thereupon be admitted as
the General Partner of the Partnership;

      WHEREAS, the Withdrawing General Partners have contributed their general
partner interests in the Partnership to FSP LLC, effective as of the date
hereof; and

      WHEREAS, the parties hereto wish to provide for the admission of FSP LLC
as a General Partner in substitution for the Withdrawing General Partners.

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed that the Partnership Agreement is
amended as follows:


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<PAGE>

      1. In accordance with the provisions of Section 4.12(e) of the Partnership
Agreement, FSP LLC is hereby admitted as the sole General Partner of the
Partnership.

      2. References in the Partnership Agreement to the "General Partners", "a
majority in interest of the General Partners" and the "Managing General Partner"
shall henceforward refer to FSP LLC.

      3. The words "Schedule I" in the first sentence of the Partnership
Agreement are hereby amended to read "Schedule II".
P
      Except as specifically amended hereby, the Partnership Agreement shall
remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of January 1, 2000.

WITHDRAWING GENERAL               SUCCESSOR GENERAL PARTNER:
PARTNERS:

/s/ George J. Carter
-----------------------------     FSP GENERAL PARTNER LLC
George J. Carter
                                  By: /s/ George J. Carter
                                      ------------------------------------------
                                      George J. Carter, Managing Member
/s/ R. Scott MacPhee
-----------------------------
R. Scott MacPhee

/s/ Richard R. Norris
-----------------------------     CLASS B LIMITED PARTNERS
Richard R. Norris                 AND LIMITED PARTNERS:

/s/ William W. Gribbell           By: /s/ George J. Carter
-----------------------------         ------------------------------------------
William W. Gribbell                   George J. Carter, their attorney-in-fact


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