<PAGE>


                                                                   Exhibit 10.69


                                                           JHREF Loan No.3212525


                          REPLACEMENT RESERVE AGREEMENT


         THIS REPLACEMENT RESERVE AGREEMENT (the "AGREEMENT") is made as of the
1st day of March, 1999 by and between BIRCH POND REALTY CORPORATION, a
Delaware corporation (doing business in the State of New Hampshire as BPRC)
("BORROWER") and JOHN HANCOCK REAL ESTATE FINANCE, INC., a Delaware corporation
("LENDER").

                               W I T N E S S E T H

         WHEREAS, Borrower is the owner of a certain property (the "MORTGAGED
PROPERTY") located in Tilton, Belknap County, New Hampshire, more particularly
described in the Loan Documents (as hereinafter defined), and in connection
therewith, Lender has loaned Borrower the principal sum of TWELVE MILLION AND
00/100 DOLLARS ($12,000,000.00) (the "LOAN"); and

         WHEREAS, the Loan is evidenced by a Note executed by Borrower as of
even date herewith in the principal amount of $12,000,000.00 payable to the
order of Lender (the "NOTE"); and

         WHEREAS, the Note is secured by a Mortgage dated as of even date
herewith, which encumbers the Mortgaged Property, and by the other "LOAN
DOCUMENTS" (as such term is defined in the Note); and

         WHEREAS, Borrower is required to complete certain capital replacements
to the Mortgaged Property, which are listed in SCHEDULE 1 attached hereto (the
"REPLACEMENTS"); and

         WHEREAS, Lender requires, as a condition precedent to Lender's
acceptance of the Note, that Borrower make certain deposits with Lender of
certain funds, to be held, released and used as provided in this Agreement to
reimburse Borrower for the cost of completing the Replacements as hereinafter
described.

         NOW, THEREFORE, in consideration of the foregoing, the covenants and
conditions contained in this Agreement and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

         1.       DEFINITIONS. Any capitalized term utilized herein shall have 
         the meaning as specified in the Mortgage, unless such term is otherwise
         specifically defined herein.

         2.       THE DEPOSIT(S).

                  (A) INITIAL DEPOSIT. Concurrently with its execution of this
         Agreement, Borrower has deposited with Lender the cash sum of $0.00
         ("INITIAL DEPOSIT").

                  (B) MONTHLY DEPOSITS. In addition, on each date that a
         regularly scheduled payment of principal and/or interest is due under
         the Note, Borrower shall deposit with


                                        1

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                                                           JHREF Loan No.3212525

         Lender the applicable monthly deposit ("Monthly Deposit") required as
         set forth in SCHEDULE 2, attached hereto. The Initial Deposit, if any,
         and the Monthly Deposits, if any, and all other funds deposited by
         Borrower pursuant to this Agreement shall hereinafter be collectively
         referred to as the "Replacement Reserve".

                  (c) LIMITATION ON MONTHLY DEPOSITS. Provided that (i) Birch
         Pond Realty Corporation is the owner of the Mortgaged Property, (ii)
         there is no default by Borrower under the Loan Documents or this
         Agreement, and (iii) the Mortgaged Property is being properly
         maintained by Borrower, then Monthly Deposits may be suspended so long
         as the balance of the Replacement Reserve is at least $80,952.00 (it
         being understood that if any disbursements hereunder from such
         Replacement Reserve shall cause the balance to be less than $80,952, or
         if such balance shall for any other reason be less than $80,952,
         Monthly Deposits shall resume until the Replacement Reserve balance is
         again at least $80,952).

         The Replacement Reserve shall be held and released by Lender, and used
by Borrower, in accordance with the terms and conditions of this Agreement.
Lender (or a designated representative of Lender) shall have the sole right to
make withdrawal of the Replacement Reserve in accordance with the terms and
conditions of this Agreement.

         3.       USE OF THE REPLACEMENT RESERVE. Except as otherwise 
         expressly set forth herein, and provided there then exists no Event of
         Default under the Loan Documents, the Replacement Reserve shall be 
         used to reimburse Borrower as provided herein for the reasonable costs
         and expenses incurred by Borrower in completing the Replacements. This
         Agreement does not constitute a guaranty of payment or performance by 
         Lender. Lender shall have no obligation to pay any amounts to Borrower
         to the extent that any request exceeds the amount in the Replacement
         Reserve. Lender shall have no obligation to authorize any disbursement
         or withdrawals from the Replacement Reserve after an Event of Default.

         4.       PERFORMANCE OF REPLACEMENTS.

                  (a) Borrower shall make each Replacement when required in
         order to keep the Mortgaged Property in good order and repair and in a
         good, marketable condition and to keep the Mortgaged Property or any
         portion thereof from deteriorating. Borrower shall complete all such
         Replacements as soon as practicable following commencement of each such
         Replacement.

                  (b) Borrower shall pay for and obtain or cause to be paid for
         and obtained all permits, licenses and approvals required by all
         applicable laws with regard to the Replacements, whether necessary for
         commencement, completion, use or otherwise.

                  (c) Borrower shall perform or cause to be performed all work
         in connection with the Replacements in a good and workmanlike manner,
         in compliance with all applicable laws, ordinances, rules and
         regulations (including, without limitation, any and all environmental
         laws and laws for the handicapped and/or disabled), and with all
         applicable insurance


                                        2

<PAGE>


                                                           JHREF Loan No.3212525

         requirements, which performance by Borrower shall be without regard to
         the sufficiency of the Replacement Reserve to cover the cost of any
         Replacement or the Replacements as a whole.

                  (d) If requested by Lender, in addition to any insurance
         required under the Loan Documents, Borrower shall provide or cause to
         be provided workers' compensation, builder's risk (if required by
         Lender), and public liability insurance and other insurance required
         under applicable laws in connection with any of the Replacements. All
         such policies shall be in form and amount satisfactory to Lender. All
         such policies which can be endorsed with standard mortgage clauses
         making losses payable to Lender or its assigns shall be so endorsed.

                  (e) Borrower covenants and agrees that the Replacements shall
         be constructed, installed or completed, as applicable, free and clear
         of any and all liens (including mechanic's, materialman's or other
         liens), claims and encumbrances whatsoever, subject to Borrower's right
         to contest as specified in the Mortgage (as defined in the Note).

                  (f) If at any time during the term of the Loan, Lender
         reasonably determines that Replacements not listed on SCHEDULE 1 are
         needed to keep the Mortgaged Property in good order and repair and in a
         good, marketable condition or to prevent deterioration of the Mortgaged
         Property ("Additional Replacements"), Lender may send Borrower written
         notice of the need for making such Additional Replacements. Borrower
         shall promptly, but in no event later than thirty (30) days after the
         date of such notice, commence making such Additional Replacements in
         accordance with the requirements of this Agreement. Additional
         Replacements shall be deemed Replacements for all purposes of this
         Agreement.

         5.       RELEASE OF REPLACEMENT RESERVE. The following condition shall
         apply to any release of the Replacement Reserve to Borrower:

                  (a) If Borrower shall not then be in breach of any provision
         of this Agreement nor shall an Event of Default then exist under any of
         the Loan Documents (and no act, event or condition shall then exist
         that, with the giving of notice or the passage of time, or both, would
         constitute a breach hereunder or an Event of Default under any of the
         Loan Documents), then Lender, within ten (10) business days of receipt
         of a disbursement request ("Disbursement Request") specifying the
         amount requested and the Replacement for which reimbursement is
         requested in the form attached hereto as EXHIBIT "A" shall, subject to
         the terms and conditions set forth below, release to Borrower the
         reimbursement requested in the Disbursement Request. It is understood
         and agreed that releases of the Replacement Reserve will be permitted
         on a quarterly basis, in minimum amounts of Ten Thousand Dollars
         ($10,000.00);

                  (b) Borrower shall provide evidence satisfactory to Lender
         (including, without limitation, access to the Mortgaged Property to
         Lender, Lender's representatives, an architect and/or engineer
         specified by Lender for the purpose of an inspection of work done, at


                                        3

<PAGE>


                                                           JHREF Loan No.3212525

         Borrower's expense, if requested by Lender) that the Replacement for
         which the reimbursement is being requested has been completed in
         accordance with this Agreement.

                  (c) Borrower shall submit to Lender copies of paid invoices
         for the Replacements for which the reimbursement has been requested and
         unconditional final lien waivers and releases conforming to the
         requirements of local law from all parties furnishing materials and/or
         services in connection with the Disbursement Request;

                  (d) Borrower shall reimburse Lender all out-of-pocket
         inspection fees and/or reasonable attorney's fees and expenses incurred
         by Lender in connection with the Disbursement Request;

                  (e) Borrower shall provide Lender with such additional
         documents, certificates and affidavits as Lender may reasonably
         request, including but not limited to a "date-down" endorsement to the
         mortgagee's title insurance policy showing that no mechanic's or
         materialman's liens or other liens (that have not been bonded off to
         Lender's satisfaction) have been placed against the Mortgaged Property
         since the date of recordation of the Mortgage and that the title to the
         Mortgaged Property is free and clear of all liens (other than the lien
         of the Mortgage and any other liens previously approved in writing by
         the Lender, if any), provided, however, Lender shall not request such
         "date down" endorsements more often than two (2) times per any twelve
         month period, unless Lender reasonably believes that additional liens
         may have been placed on the Mortgaged Property; and if required by
         Lender, Borrower shall execute and deliver to Lender a certificate (in
         form and substance satisfactory to Lender) that the Replacements
         covered by the applicable Disbursement Request comply with, and
         Borrower has fully satisfied, the terms and provisions of SECTION 4
         above, that the Replacements for which a Disbursement Request has been
         submitted have been fully paid for, and that no claim or claims exist
         against the Borrower or against the Mortgaged Property out of which a
         lien based on furnishing labor or material exists or might ripen;

                  (f) Except as set forth in SECTION 5(G) below, Lender shall
         not be obligated to release any portion of the Replacement Reserve (i)
         for the payment of the cost of an improvement or other item other than
         a Replacement as set forth on SCHEDULE 1 hereto or for an Additional
         Replacement, or (ii) for costs of a Replacement in excess of the costs
         approved by Lender;

                  (g) The Replacement Reserve shall remain with Lender in
         accordance with the terms of this Agreement for as long as any sums
         remain due and payable to Lender under the Loan Documents. Upon the
         full and final payment to Lender of all such sums, Lender shall return
         to Borrower the portion of the Reserve then being held by Lender.

                  (h) In addition to the conditions set forth above, Lender
         shall not be obligated to honor any Disbursement Request (i) in the
         event of Borrower's breach of any provision of this Agreement or upon
         the occurrence of an Event of Default under any of the other Loan
         Documents which breach or occurrence shall be continuing, nor (ii) upon
         the occurrence and


                                        4

<PAGE>


                                                           JHREF Loan No.3212525


         during the continuation of any act, event or condition then existing
         that, with the giving of notice or the passage of time, or both, would
         constitute a breach hereunder or an Event of Default under any of the
         Loan Documents.

         6.       INSPECTIONS. Borrower shall permit Lender or Lender's
         representatives (including an independent person such as an engineer,
         architect, or inspector) to enter onto the Mortgaged Property during 
         normal business hours (subject to the rights of tenants under their
         leases), and inspect the progress of any Replacements and all 
         materials being used in connection with the Replacements. Borrower
         agrees to cause all contractors and subcontractors to cooperate with
         Lender, Lender's representatives and such other persons described
         above in connection with such inspections.

         7.       REMEDIES.

                  (a) In order to secure Borrower's repayment of the Note and
         performance of all other covenants and conditions required on the part
         of Borrower to be observed or performed hereunder and under the Loan
         Documents, Borrower, to the extent Borrower possesses any interest in
         the Replacement Reserve, hereby pledges, assigns and grants to Lender a
         continuing first lien security interest in the Replacement Reserve, and
         Lender is hereby given a lien upon, security title to, and a security
         interest in the Replacement Reserve and all documents evidencing the
         Replacement Reserve. Borrower hereby acknowledges that Lender has
         complete dominion and control over the Replacement Reserve, and
         Borrower shall not, without the express written consent of Lender, have
         any access to or right to draw against any of the Replacement Reserve.

                  (b) Upon the occurrence of an Event of Default or in the event
         and during the continuation of Borrower's breach of any provision of
         this Agreement, Lender may terminate this Agreement and shall have all
         remedies available under Article 9 of the Uniform Commercial Code,
         under common law, and under any other applicable laws and, in addition,
         may retain the Replacement Reserve then being held pursuant to this
         Agreement and apply such Replacement Reserve in such order and in such
         amounts as Lender shall elect, in its sole and absolute discretion: (i)
         to repayment of the indebtedness evidenced by the Note and the Loan
         Documents; (ii) toward reimbursement of Lender for any losses or
         expenses (including, without limitation, legal fees) suffered or
         incurred by Lender as a result of such default; and/or (iii) in order
         to proceed under existing contracts or enter into contracts with third
         parties to make or complete the Replacements.

                  In the Event of Default, Lender shall have the right, but not
         the obligation, to enter onto the Mortgaged Property and perform any
         and all work and labor necessary to make or complete the Replacements
         and/or employ watchmen to protect the Mortgaged Property from damage.
         All sums so expended by Lender shall be construed to have been paid to
         Borrower and shall be secured by the Mortgage. Borrower hereby
         constitutes and appoints Lender its true and lawful attorney-in-fact
         with full power of substitution to complete or undertake the
         Replacements in the name of the Borrower, enter into contracts for the
         completion of the Replacements, incur such obligations, enforce any
         contracts or agreements made by or on


                                        5

<PAGE>


                                                           JHREF Loan No.3212525


         behalf of Borrower (including the prosecution and defense of all
         actions or proceedings in connection with the Replacements and the
         payment, settlement, or compromise of all claims for materials and work
         performed in connection with the Replacements) and do any and all
         things necessary or proper to complete the Replacements. This power of
         attorney shall be construed to be a power coupled with an interest
         which cannot be revoked. Borrower hereby assigns to Lender all rights,
         claims and causes of action Borrower may have against any person or
         entities supplying labor or materials in connection with the
         Replacements; provided, however, that Lender may not pursue any such
         right, claim or cause of action unless an Event of Default shall have
         occurred under the Loan Documents or Borrower shall have otherwise
         breached any provision in this Agreement.

         8.       INDEMNIFICATION. Borrower shall hold harmless, indemnify and 
         defend Lender from and against any and all liabilities, obligations, 
         claims, demands, damages, penalties, causes of action, losses, 
         fines, costs and expenses (including without limitation reasonable 
         attorneys' fees and expenses) imposed upon or incurred by Lender 
         arising from, or in connection with, directly or indirectly, this 
         Agreement, except to the extent arising solely out of the willful 
         misconduct or gross negligence of Lender. This indemnity is in 
         addition to any other indemnity agreements made by Borrower to 
         Lender in the Mortgage, the Note or in any of the other Loan 
         Documents. Borrower covenants and agrees that, in performing any of 
         its duties under this Agreement, neither Lender nor any of its 
         successors or assigns shall be liable for any losses, costs or 
         damages which may be incurred by any of them as a result thereof, 
         except for any losses, costs or damages arising out of the willful 
         misconduct or gross negligence of such party.

         9.       MISCELLANEOUS.

                  (a) Except as otherwise expressly provided herein, in any
         instance where the consent or approval of Lender is required or may be
         given or where any determination, judgment or decision is to be
         rendered by Lender under this Agreement, such approval and consent
         shall be given or withheld in Lender's sole and absolute discretion.

                  (b) All notices hereunder shall be given in accordance with
         the provisions of the Mortgage, except all notices hereunder to Lender
         shall be given to the following address: John Hancock Real Estate
         Finance, Inc., John Hancock Place, 200 Clarendon Street, Boston,
         Massachusetts 02116, Attn: Mary Lou Staples, Loan Number 3212525.

                  (c) This Agreement shall be binding upon Borrower and its
         heirs, devisees, representatives, successors and assigns, including
         successors in interest of Borrower in and to all or any part of the
         Mortgaged Property, and shall inure to the benefit of and may be
         enforced by Lender and its heirs, successors, legal representatives,
         substitutes and assigns. Borrower shall not assign any of its rights or
         obligations under this Agreement.

                  (d) This Agreement is intended solely for the benefit of
         Borrower and Lender, and no third party shall have any right or
         interest in this Agreement, nor any right to enforce this Agreement
         against any party hereto.


                                        6

<PAGE>


                                                           JHREF Loan No.3212525


                  (e) This Agreement contains the complete and entire
         understanding of the parties with respect to the matters covered and
         may not be modified, amended, waived, extended, changed, discharged or
         terminated orally or by any act or failure to act on the part of
         Borrower and Lender, but only by an agreement in writing signed by the
         party against whom the enforcement of any modification, amendment,
         waiver, extension, change, discharge or termination is sought.

                  (f) No provision of this Agreement or action taken by Lender
         pursuant hereto shall be construed as acceptance or approval by Lender
         of any Replacement or an acknowledgment that any Replacement has been
         completed in accordance with applicable building, zoning or other
         codes, ordinances, statutes, laws, regulations or requirements of any
         governmental authority. Each and every provision for the consent,
         approval, inspection, review or verification by Lender hereunder is for
         Lender's own purpose and benefit only, and no other party may require
         that the same be given or be entitled to assume that Lender shall
         refuse to make or give the same. In addition, in no event shall any
         term hereof, or any action taken by Lender contemplated hereby, be
         deemed to be or construed as a warranty or representation by Lender as
         to the adequacy of any Replacement, nor that the same complies with
         applicable laws (including, without limitation, any and all
         environmental laws and laws for the handicapped and/or disabled).

                  (g) Borrower hereby covenants that Borrower shall not further
         pledge, assign or grant a security interest or any other interest in or
         to, the Replacement Reserve, or any proceeds, replacement or
         substitutes thereto.

                  (h) No right or remedy conferred upon or reserved to Lender
         under this Agreement is intended to be exclusive of any other right or
         remedy, and each and every such right and remedy shall be cumulative
         and concurrent and may be enforced separately, successively or
         together, and may be exercised from time to time as often as may be
         deemed necessary by Lender.

                  (i) Nothing herein or in the Loan Documents is intended to
         create, nor creates, nor shall be deemed to create, a joint venture,
         partnership, tenancy-in-common, or joint tenancy relationship between
         Borrower and Lender, nor to grant Lender any interest in the Mortgaged
         Property other than that of creditor or mortgagee.

                  (j) If any provisions of this Agreement shall conflict with
         any provisions of the other Loan Documents regarding the Replacement
         Reserve, the provisions contained in this Agreement shall control.

                  (k) If any term, covenant or condition of this Agreement is
         held to be invalid, illegal or unenforceable in any respect, this
         Agreement shall be construed without such provision.


                                        7

<PAGE>


                                                           JHREF Loan No.3212525


                  (l) This Agreement shall be governed by and construed in
         accordance with the laws of the State of New Hampshire and the
         applicable laws of the United States of America.

                  (m) This Agreement may be executed in multiple counterparts,
         each of which when taken together shall constitute one and the same
         original.

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

                                BORROWER:

                                BIRCH POND REALTY CORPORATION, A
                                DELAWARE CORPORATION
                                (doing business in the State of New Hampshire
                                as BPRC)


                                By: /s/ Olga L. Conley
                                  ----------------------------------------------
                                Name:  OLGA L. CONLEY
                                Title: TREASURER


                                LENDER:

                                JOHN HANCOCK REAL ESTATE FINANCE,
                                INC., A DELAWARE CORPORATION



                                By: /s/ Timothy A. Roseen
                                  ---------------------------------------------
                                Name:  TIMOTHY A. ROSEEN
                                Title: VICE PRESIDENT


                                        8
<PAGE>


                                                           JHREF Loan No.3212525


                         LIST OF SCHEDULES AND EXHIBITS


Schedule 1 - Replacements
Schedule 2 - Monthly Deposits
Schedule 3 - Modified Monthly Deposits
Exhibit "A" - Disbursement Request (with Annex 1)















                                        9
<PAGE>


                                                           JHREF Loan No.3212525


                                   SCHEDULE 1

                                  REPLACEMENTS


                                   UNSPECIFIED





















                                  Schedule 1-1


<PAGE>


                                                           JHREF Loan No.3212525


                                   SCHEDULE 2

                                MONTHLY DEPOSITS

The amount of each monthly deposit is Three Thousand Three Hundred Seventy-Three
Dollars ($3,373.00).























                                  Schedule 2-1

<PAGE>


                                                           JHREF Loan No.3212525


                                   SCHEDULE 3

                            MODIFIED MONTHLY DEPOSITS

                                      NONE

















                                  Schedule 3-1
<PAGE>


                                                           JHREF Loan No.3212525


                                   EXHIBIT "A"

                           DISBURSEMENT REQUEST (NO. )

                             JHREF LOAN NO. 3212525

TO:          JOHN HANCOCK REAL ESTATE FINANCE, INC. ("LENDER")

FROM:        BIRCH POND REALTY CORPORATION ("BORROWER")


         This Disbursement Request is submitted by Borrower in accordance with
the Replacement Reserve Agreement dated as of ___________, 199__, between
Borrower and Lender (the "AGREEMENT"). Terms used with initial capital letters
and not defined in this Disbursement Request have the meanings given them in the
Agreement.

         1. Borrower hereby requests disbursement for the payment of the
Replacements (or a portion thereof) in the amounts specified below:


<TABLE>
<CAPTION>

COST OF REPLACEMENTS (include quantity, materials                 AMOUNT/PRICE
and labor)
<S>                                                               <C>



TOTAL DISBURSEMENT REQUESTED                                      $_____________

</TABLE>


         2. Borrower certifies, represents and warrants to Lender that all
statements, invoices, bills, costs, expenses and any other sums of money owing
with respect to the Replacements incurred on or before this date have been paid
in full in the amounts, if any, described on a line item basis on ANNEX 1
hereto. The estimated costs of completing the uncompleted Replacements as of
this date are as described on a line item basis on ANNEX 1.

         3. Borrower certifies, represents and warrants to Lender that (a)
Borrower is entitled to a disbursement of the Replacement Reserve for the items
and amounts requested in Section 1 above pursuant to the Agreement; (b)
Borrower's representations and warranties made in the Loan Documents and the
Agreement are true and correct on and as of this date; (c) no Event of Default
nor any event which with the giving of notice or the lapse of time, or both,
would become an Event of Default, has occurred and (d) the Replacements listed
in Section 1 above have been fully paid for,


                                   Exhibit A-1
<PAGE>


                                                           JHREF Loan No.3212525


and no claim or claims exist against the Borrower or against the Mortgaged
Property out of which a lien based on furnishing labor or material exists or
might ripen.


         Date: ______________, 199__.


                                             BORROWER:


                                             By:
                                             Name:
                                             Title:


         SWORN TO AND SUBSCRIBED BEFORE ME by ______________________, this
_______ day of ____________, 199__.


                                              Notary Public               (Seal)
                                              Name (Print):

My Commission Expires:                   

Initial Approval -- Name:___________________            Date: __________________
Disbursement Approval -- Name:______________            Date: __________________













                                   Exhibit A-2
<PAGE>


                                                           JHREF Loan No.3212525


                                     ANNEX 1

<TABLE>
<CAPTION>

REPLACEMENTS                        AMOUNTS PAID
------------                        ------------
<S>                                 <C>









</TABLE>















                                    Annex 1-1