<PAGE>

                                                                   Exhibit 10.14

                                 PROMISSORY NOTE

$37,000,000.00             Boston, Massachusetts              September 13, 2000

      FOR VALUE RECEIVED, HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP
("MAKER") promises to pay to the order of THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY (which, together with subsequent holders hereof and their successors or
assigns, is hereinafter called "PAYEE"), in accordance with the terms and
conditions set forth herein, at 2929 Allen Parkway, Houston, Texas 77019,
Attention: Vice President-Mortgage Loans (or at such other place as Payee may
from time to time designate in writing) the principal sum of THIRTY-SEVEN
MILLION AND NO/100 DOLLARS ($37,000,000.00) (or the unpaid balance of all
principal advanced against this Note, if that amount is less) in lawful money of
the United States of America (or by wire transfer of immediately available
funds, if Payee shall so designate in a written notice to Maker, in accordance
with wiring instructions provided to Maker by Payee), together with interest on
the unpaid principal balance of this Note from time to time outstanding from the
date of advancement until maturity at the rate of eight and 26/100 percent
(8.26%) per annum; PROVIDED, that for the full term of this Note the interest
rate produced by the aggregate of all sums received, charged or contracted for
which are interest or are deemed to be interest by applicable law, shall not
exceed the maximum nonusurious rate of interest that may be received, charged or
contracted for by Payee under applicable state and federal law from time to time
in effect (the "MAXIMUM LAWFUL RATE"). The principal of this Note, together with
accrued and unpaid interest on the unpaid principal balance of this Note, shall
be due and payable as follows:

      (a) An installment of interest on the unpaid principal balance of this
Note from the date of funding through September 30, 2000 shall be due and
payable on October 1, 2000.

      (b) Thereafter, the unpaid principal and accrued interest on this Note
shall be due and payable in one hundred nineteen (119) consecutive monthly
installments of principal and interest in the amount of $291,974.00 each
(calculated on the basis of a 360-day year and an amortization period of
twenty-five (25) years); the first installment shall be due and payable on
November 1, 2000, and a like installment shall be due and payable on the first
(1st) day of each of the next one hundred eighteen (118) calendar months.

      (c) A FINAL INSTALLMENT IN THE AMOUNT OF THE ENTIRE UNPAID PRINCIPAL
BALANCE OF THIS NOTE, TOGETHER WITH ACCRUED AND UNPAID INTEREST ON THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE, SHALL BE DUE AND PAYABLE ON OCTOBER 1, 2010 (THE
"MATURITY DATE").

      1. Each payment shall be credited first to prepayment fees or other
charges under this Note (other than interest), then to accrued interest and then
the balance to the unpaid principal on this Note, and interest shall thereupon
cease upon the principal so credited.

      2. Should default be made in payment of any of the indebtedness evidenced
hereby, after the entire principal amount hereof shall have become due and
payable whether by

                                                                    [ILLEGIBLE]
                                                                  --------------
                                                                  INITIALLED FOR
                                                                  IDENTIFICATION


                                   Page 1 of 7
<Page>

acceleration, at maturity or otherwise, the entire unpaid principal balance of
this Note, together with accrued and unpaid interest on the unpaid principal
balance of this Note, shall bear interest at the lesser of (i) the Maximum
Lawful Rate or (ii) the rate of fifteen percent (15%) per annum (the "PAST DUE
RATE").

      3. If any payment required under this Note or under the Security
Instruments (hereinafter defined) shall not be made within five (5) days after
the date due, a late charge equal to the lesser of (i) an amount which, when
added to all other amounts hereunder which are interest or are deemed to be
interest under applicable state or federal law, does not exceed the Maximum
Lawful Rate or (ii) four percent (4%) of the amount of any such delinquent
payment so overdue may be charged by Payee for the purpose of defraying the
expense incident to handling such delinquent payment. Such late charge
represents the reasonable estimate of Payee and Maker of a fair average
compensation for the loss that may be sustained by Payee due to the failure of
Maker to make timely payments. Such late charge shall be paid without prejudice
to the right of Payee (i) to collect any other amounts provided to be paid or
(ii) to declare a default hereunder or under the Security Instruments.

      4. Prepayment of this Note shall be permitted only in accordance with the
following terms and conditions:

      (a) Maker shall have the right to prepay the entire outstanding unpaid
principal balance (but not any lesser amount except as permitted under Paragraph
4(b) herein) of this Note, together with interest on the unpaid principal
balance hereof then outstanding, on any business day, provided that (1) Payee
shall have received at least thirty (30) days' prior written notice delivered
within forty-five (45) days of the date of prepayment (the "NOTICE") of such
full prepayment, (ii) at the time specified in the Notice for any prepayment
there shall be no Event of Default under this Note or under any of the other
Security Instruments that shall be continuing and (iii) such prepayment is
accompanied by a prepayment fee in an amount equal to the lesser of (x) an
amount which, when added to all other sums received, charged, or contracted for
by Payee which are interest or are deemed to be interest by applicable law, does
not exceed the Maximum Lawful Rate or (y) the greater of an amount calculated as
set forth in Paragraphs (l) or (2) (as applicable), below:

            (1) at the time of receipt by Payee of the Notice, the difference
between (a) the then present value of all unpaid installments of principal and
interest due and payable under this Note, calculated from the date of the
proposed prepayment to the Maturity Date, discounted at the "REINVESTMENT RATE"
(as hereinafter defined) and (b) the outstanding principal balance under this
Note on the date of the proposed prepayment; or

            (2) one percent (1%) of the then outstanding principal balance of
this Note.

As used in this Note, "Reinvestment Rate" shall be the yield to maturity on a
United States treasury bond or note (the choice of which security to be used for
such purposes being in the sole discretion of Payee) having a maturity date of
October 1, 2010 (or the maturity date closest thereto if no such bond or note
has a maturity date of October 1, 2010, plus fifty (50) basis points.

                                                                       RLT
                                                                  --------------
                                                                  INITIALLED FOR
                                                                  IDENTIFICATION


                                   Page 2 of 7
<Page>

      (b) If Payee shall at any time come into possession of proceeds resulting
from (i) an acceleration of the maturity of this Note, (ii) tender prior to
foreclosure, (iii) foreclosure or (iv) any other reason, such possession shall
be deemed to be and shall be treated as a voluntary prepayment hereunder and
consequently there shall be added to the outstanding unpaid principal sum of
this Note as additional indebtedness immediately due and payable hereunder and
secured by the Security Instruments, a prepayment fee calculated pursuant to
Paragraph 4(a) above. There shall be no prepayment fee or premium in connection
with the application of insurance proceeds or condemnation awards or a payment
made pursuant to Section 10.19 of the Mortgage (as hereinafter defined).

      (c) Upon receipt by Payee of the Notice, Payee shall, within thirty (30)
days thereafter, give notice to Maker of the Reinvestment Rate and, if
applicable, the amount of the prepayment fee payable under Paragraph 4(a) above.
Determination of the Reinvestment Rate and the amount of any such prepayment fee
by Payee shall be binding on Maker absent manifest mathematical error.

      (d) Notwithstanding any provisions to the contrary contained herein, there
shall be no prepayment premium or fee payable hereunder with respect to a
prepayment made in accordance with the terms hereof during the last one hundred
twenty (120) days prior to the Maturity Date, provided that Payee shall have
received fifteen (15) days prior written notice of such full prepayment.

      5. This Note is secured by, among other security, the Mortgaged Property,
as defined in that certain Mortgage and Security Agreement of even date herewith
(the "MORTGAGE") executed by Maker covering and affecting certain property
situated in Boston, Suffolk County, Massachusetts, and by the Security
Instruments (as defined in the Mortgage). Capitalized terms not otherwise
defined herein shall have the respective meanings given them in the Mortgage.
This Note is guaranteed by that certain Limited Guaranty of even date herewith
executed by Heritage Property Investment Trust, Inc.

      6. Upon Maker's failure to pay any installment hereon on the date such
installment is due, subject to the applicable grace period set forth in
Paragraph 3 hereof, upon any Event of Default (as defined in the Mortgage), or
if any event occurs or condition exists which authorizes the acceleration of the
Maturity Date of this Note under any agreement made by Maker in connection with
the Security Instruments, Payee may, at its option, exercise any and all rights,
powers and remedies afforded under any Security Instrument and by law, including
the right to declare this Note immediately due and payable, without presentment
or demand or any notice (including, without limitation, notice of intent to
accelerate and notice of acceleration) to Maker.

      7. If (i) Payee retains an attorney in connection with any default or to
collect, enforce or defend this Note or any of the other Security Instruments or
(ii) Payee shall become a party, either as plaintiff or as defendant, in any
suit or legal proceeding with respect to the Mortgaged Property or any of the
other collateral securing payment of this Note (the "OTHER COLLATERAL") or (iii)
Maker or any subsequent owner of an interest in the Mortgaged Property or the
Other Collateral is the subject of any bankruptcy, reorganization, probate,
receivership or other proceeding at any time before payment in full of the
Indebtedness and discharge in full of the Obligations or (iv) Maker or anyone
claiming by, through, or under Maker including without

                                                                       RLT
                                                                  --------------
                                                                  INITIALLED FOR
                                                                  IDENTIFICATION


                                   Page 3 of 7
<Page>

limitation any subsequent owner of an interest in the Mortgaged Property or the
Other Collateral) sues Payee in connection with this Note or any of the Security
Instruments and does not prevail against Payee, then in any such event Maker
agrees to pay to Payee, in addition to principal and interest, all reasonable
costs and expenses incurred by Payee in connection with such collection,
enforcement, defense, suit or proceeding, including, without limitation,
reasonable attorneys' fees, regardless of whether incurred in connection with
any bankruptcy, reorganization, probate, receivership or other court proceeding
(whether at the trial or the appellate level).

      8. It is the intention of the parties hereto to comply with the usury laws
of the Commonwealth of Massachusetts and of the United States of America;
accordingly, it is agreed that notwithstanding any provision to the contrary in
this Note or in any Security Instrument, no such provision shall require the
payment of or permit the collection of interest in excess of the Maximum Lawful
Rate. If, for any reason whatsoever, any excess of interest in such respect is
provided for, or shall be adjudicated to be so provided for, in this Note or in
any Security Instrument, whether as a result of prepayment, acceleration of the
Maturity Date or otherwise, then in such event (a) the provisions of this
Paragraph shall govern and control, (b) neither the Maker nor its successors or
assigns or any other party liable for the payment hereof shall be obligated to
pay the amount of such interest to the extent that it is in excess of the
Maximum Lawful Rate, and the same shall be construed as a mutual mistake of the
parties and, (c) any such excess which may have been collected shall be, at the
option of Payee, either applied as a credit against the then unpaid principal
amount of this Note or refunded to Maker. All sums received, charged or
contracted for by Payee which are interest or deemed to be interest by
applicable law shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread in equal parts throughout the full term of this
Note. The provisions of this Paragraph shall control all agreements, whether now
or hereafter existing and whether written or oral, between Maker and Payee.

      9. Maker and all co-makers, sureties, endorsers, and guarantors of this
Note jointly and severally (i) waive demand, presentment for payment, notice of
nonpayment, protest, notice of protest, notice of intent to accelerate, notice
of acceleration and all other notice, filing of suit and diligence in collecting
this Note or enforcing any of the security for this Note, (ii) agree to any
substitution, exchange or release of any party primarily or secondarily liable
on this Note, (iii) agree that Payee shall not be required first to institute
suit or exhaust its remedies herein against Maker or others liable or to become
liable on this Note or to enforce its rights against any security hereof in
order to enforce payment of this Note by them, and (iv) consent to any extension
or postponement of time of payment of this Note and to any other indulgence with
respect hereto without notice thereof to any of them. Each such person agrees
that his, her or its liability on or with respect to this Note shall not be
affected by any release of or change in any guaranty or security at any time
existing or by any failure to perfect or to maintain perfection of any lien
against or security interest in any such security or the partial or complete
unenforceability of any guaranty or other surety obligation, in each case in
whole or in part, with or without notice and before or after maturity.

      10. By its execution of this Note, Maker warrants and represents to Payee
that the loan proceeds will be utilized exclusively for commercial, investment,
or business purposes, and no loan proceeds will be used for personal, family, or
household purposes.

                                                                       RLT
                                                                  --------------
                                                                  INITIALLED FOR
                                                                  IDENTIFICATION


                                   Page 4 of 7
<Page>

      11. No delay or omission of Payee to exercise any power, right or remedy
accruing to Payee shall impair any such power, right or remedy or shall be
construed to be a waiver of the right to exercise any such power, right or
remedy. Payee's right to accelerate this Note for any late payment or Maker's
failure to timely fulfill its other obligations hereunder or under the Security
Instruments shall not be waived or deemed waived by Payee by Payee's having
accepted a late payment or late payments in the past or Payee otherwise not
accelerating this Note or exercising other remedies for Maker's failure to
timely perform its obligations hereunder or under the Security Instruments.
Payee shall not be obligated or be deemed obligated to notify Maker that it is
requiring Maker to strictly comply with the terms and provisions of this Note
and the Security Instruments before accelerating this Note and exercising its
other remedies hereunder or under the Security Instruments because of Maker's
failure to timely perform its obligations under this Note and the Security
Instruments.

      12. THIS NOTE IS EXECUTED IN THE COMMONWEALTH OF MASSACHUSETTS AND SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS FROM TIME TO TIME IN EFFECT, EXCEPT AS PREEMPTED OR CONTROLLED BY
THE LAWS OF THE UNITED STATES OF AMERICA.

      13. Maker acknowledges that the Mortgage securing this Note contains
certain provisions restricting the conveyance, transfer or further conveyance or
further encumbrance of the Mortgaged Property.

      14. This Note is intended to be performed in accordance with, and only to
the extent permitted by, applicable law. If any provision of this Note or the
application of any such provision to any person or circumstances shall, for any
reason and to any extent, be illegal, invalid or unenforceable under present or
future laws, neither the legality, validity and enforceability of the remaining
provisions of this Note, nor the application of such provisions to other persons
or circumstances shall be affected thereby, but rather shall be enforced to the
greatest extent permitted by law. Each waiver in this Note is subject to the
overriding and controlling rule that it shall be effective only if and to the
extent that (a) it is not prohibited by applicable law and (b) applicable law
neither provides for nor allows any material sanctions to be imposed against
Payee for having bargained for and obtained it.

      15. This Note and all the covenants and agreements contained herein shall
be binding upon, and shall inure to the benefit of, the respective legal
representatives, heirs, successors and assigns of Maker and Payee.

      16. The records of Payee shall be prima facie evidence of the amounts
owing on this Note. To the extent that Maker makes a payment or Payee receives
any payment or proceeds for Maker's benefit, which are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, debtor in possession, receiver, custodian or any other party under
any bankruptcy law, common law or equitable cause, then, to such extent, the
obligations of Maker hereunder intended to be satisfied shall be revived and
continue as if such payment or proceeds had not been received by Payee.

                                                                       RLT
                                                                  --------------
                                                                  INITIALLED FOR
                                                                  IDENTIFICATION


                                   Page 5 of 7
<Page>

      17. Payee reserves the right, exercisable in its sole discretion and
without notice to Maker or any other person, to sell participations or assign
its interest, or both, in all or any part of this Note or any loan evidenced by
this Note.

      18. This Note and the Security Instruments embody the entire agreement and
understanding between Payee and Maker and other parties with respect to their
subject matter and supersede any prior conflicting or inconsistent agreements,
consents and understandings, relating to such subject matter. Maker acknowledges
and agrees that there is no oral agreement between Maker and Payee which has not
been incorporated in this Note and the Security Instruments.

      19. The liability of Maker for failure to perform Maker's obligations
hereunder or under the Mortgage and the other Security Instruments is expressly
limited to the security for payment of this Note granted pursuant to the
Security Instruments, the same being all properties, rights, and estates subject
to the Security Instruments, and Payee agrees not to seek any damages or money
judgment against Maker for any default on the part of Maker under this Note or
any of the Security Instruments. Notwithstanding anything to the contrary
contained in this Note or in any of the Security Instruments, and
notwithstanding any delay on the part of Payee in exercising any right, power or
remedy in connection with any default under this Note, the Mortgage or any of
the other Security Instruments, Payee shall have full recourse against Maker,
and Maker shall be personally liable for and shall promptly account (by delivery
of funds) to Payee for (a) all condemnation awards and insurance proceeds (to
the extent not applied to sums due under this Note or restoration of the
Mortgaged Property and, with respect to such insurance proceeds which represent
proceeds paid under any rent insurance, to the extent such rent insurance
proceeds are not applied to the payment of principal and interest on this Note,
taxes and insurance premiums and operating expenses of the Mortgaged Property);
(b) all amounts necessary to repair damage to the Mortgaged Property (excluding
normal wear and tear) caused by intentional acts or omissions of Maker, its
agents, employees, or contractors; (c) all security deposits collected from
tenants at the Mortgaged Property and not previously applied by landlord in
accordance with the applicable lease; (d) failure to pay, in accordance with the
Mortgage, taxes, assessments, or other charges which can create liens on any
portion of the Mortgaged Property or the Other Collateral and are payable
hereunder or under the Security Instruments (to the full extent of any such
taxes, assessments or other charges); (e) rent (including prepaid rent) and
other income derived from the Mortgaged Property or the Other Collateral from
and after the occurrence of a default under this Note or the Security
Instruments (to the extent not applied to sums due under this Note, payment of
taxes, insurance premiums and operating expenses of the Mortgaged Property); (f)
any loss incurred by Payee as a result of Maker's forfeiture of the Mortgaged
Property resulting from criminal activity by any person whether or not such
criminal activity is conducted on or in any manner relates to the Mortgaged
Property or the Other Collateral; (g) any loss incurred by Payee as a result of
Maker's fraud; and (h) any loss, damage or injury sustained by Payee arising
from the breach of any of the warranties, representations, covenants or
indemnities contained in the Environmental Indemnification Agreement (as defined
in the Mortgage). Additionally, Payee shall have the right to off-set against
any funds held by Payee (including, without limitation, escrows for taxes and
insurance) pursuant to this Note and any of the Security Instruments. Nothing
herein contained shall be construed to prevent Payee from exercising and
enforcing any other remedy allowed at law or in equity or by any statute or by
the terms of this Note or the Security Instruments nor shall anything
herein contained be

                                                                       RLT
                                                                  --------------
                                                                  INITIALLED FOR
                                                                  IDENTIFICATION


                                   Page 6 of 7
<Page>

deemed to be a release or impairment of the Mortgage, any of the other Security
Instruments or the indebtedness evidenced by this Note or secured thereby or
shall be deemed to prejudice the right of Payee as against Maker or any other
entity now or hereafter liable under any guaranty, bond, or lease covering the
Mortgaged Property, the Other Collateral or any portion thereof, policy of
insurance or other agreement which Maker may have delivered to Payee in
compliance with any of the terms, covenants, and conditions of this Note or any
of the Security Instruments, or preclude the Payee from exercising its right to
foreclose under the Mortgage or any of the other Security Instruments (either by
judicial means or non-judicial means) in the event of a default under this Note
or any of the Security Instruments, or except as may be limited by the foregoing
provisions of this Paragraph, from enforcing any of the Payee's rights under
this Note or under any of the Security Instruments including, without
limitation, the right to the appointment of a receiver for the Mortgaged
Property or the Other Collateral.

      EXECUTED as an instrument under seal of the date first set forth above.

                 HERITAGE PROPERTY INVESTMENT LIMITED
                 PARTNERSHIP, a Delaware limited partnership

                 By:  Heritage Property Investment Trust, Inc., a
                      Maryland corporation, General Partner

                      By: /s/ Richard L. Trueblood
                          ---------------------------------------------

                      Name:           RICHARD L. TRUEBLOOD
                           --------------------------------------------

                      Title:        SENIOR VICE PRESIDENT OF
                            -------------------------------------------
                             HERITAGE PROPERTY INVESTMENT TRUST, INC.
                            -------------------------------------------
                                      ITS GENERAL PARTNER
                            -------------------------------------------

                                                                       RLT
                                                                  --------------
                                                                  INITIALLED FOR
                                                                  IDENTIFICATION


                                  Page 7 of 7
<Page>

                         MORTGAGE AND SECURITY AGREEMENT

COMMONWEALTH OF MASSACHUSETTS )
                              )
COUNTY OF SUFFOLK             )

      This MORTGAGE AND SECURITY AGREEMENT (this "MORTGAGE AND SECURITY
AGREEMENT") made this ______ day of September, 2000, between HERITAGE PROPERTY
INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, having its
address for notice at 535 Boylston Street, Boston, Massachusetts 02116,
hereinafter with its successors and assigns collectively called "Mortgagor," and
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas corporation, having its
place of business at c/o American General Realty Advisors, Inc., 2929 Allen
Parkway, 34th Floor, Houston, Texas 77019, Attention: Vice President-Mortgage
Loans, hereinafter with its successors and assigns collectively called the
"Mortgagee."

                                   WITNESSETH:

                                    ARTICLE 1
                                   DEFINITIONS

      1.1 DEFINITIONS: As used herein, the following terms shall have the
following meanings:

            (a) ANNUAL NET OPERATING INCOME shall mean the amount, if any, by
which the Gross Income exceeds the Cash Expenditures.

            (b) ASSIGNMENT OF LEASES AND RENTS: The Absolute Assignment of
Leases and Rents of even date herewith from Mortgagor to Mortgagee assigning the
Leases and Rents and Revenues to Mortgagee, as the same may be amended, renewed
or extended from time to time.

            (c) BANKRUPTCY CODE: The United States Bankruptcy Code, 11
U.S.C. Sections 101 ET SEQ., as amended from time to time.

            (d) BUILDINGS: Any and all buildings, open parking areas and other
improvements, and any and all additions, alterations, or appurtenances thereto,
now or at any time hereafter situated, placed or constructed upon the Land (as
defined hereinbelow) or any part thereof.

            (e) CASH EXPENDITURES shall mean all reasonable bona fide
disbursements actually made by Mortgagor during the twelve (12) month period
just ended necessary for the operation of the Mortgaged Property, as reasonably
determined by Mortgagee, plus replacement reserves of $0.10 per square foot of
the Buildings, excluding principal and interest payments on the Indebtedness for
such period.


<Page>

            (f) DEBT COVERAGE RATIO shall mean the ratio of (a) the Annual Net
Operating Income to (b) the sum of the payments, principal and interest, of the
Indebtedness and any other indebtedness secured by all or a portion of the
Mortgaged Property that were made or scheduled to be made for the period used to
calculate the Cash Expenditures.

            (g) ENVIRONMENTAL INDEMNIFICATION AGREEMENT: The Environmental
Indemnification Agreement of even date herewith executed by Mortgagor and
Guarantor in favor of Mortgagee, as the same may be amended, renewed or
extended.

            (h) EVENT OF DEFAULT: Any happening or occurrence described in
ARTICLE 6 hereinbelow, and any other happening or occurrence specifically
designated herein or in any of the other Security Instruments (as defined below)
as constituting an Event of Default.

            (i) FIXTURES: All materials, supplies, equipment, apparatus or other
items now or hereafter attached to, installed in or used in connection with
(temporarily or permanently) any of the Buildings or the Land owned by Mortgagor
(other than readily removable trade fixtures not affixed to or forming a part of
the Land, which are owned by tenants or items which are the subject of equipment
leases to which Mortgagor or one of its tenants is a party), including but not
limited to any and all partitions, window screens and shades, drapes, rugs and
other floor coverings, awnings, motors, engines, boilers, furnaces, pipes,
plumbing, laundry, cleaning, call and sprinkler systems, fire extinguishing
apparatus and equipment, water tanks, swimming pools, heating, ventilating, air
conditioning and air cooling equipment and systems, disposals, dishwashers,
refrigerators and ranges, washers and dryers and recreational equipment and
facilities of all kinds, and water, gas, electric, storm and sanitary sewer
facilities and other utilities whether or not situated in easements, together
with all accessions, replacements, betterments and substitutions for any of the
foregoing and the proceeds thereof.

            (j) GOVERNMENTAL AUTHORITY: Any and all courts, boards, agencies,
commissions, offices or authorities of any nature whatsoever for any
governmental unit (federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.

            (k) GROSS INCOME shall mean the gross cash rental revenue (including
expense reimbursements from leases approved by Mortgagee, but excluding
unforfeited security deposits) actually received by Mortgagor from the Mortgaged
Property, or any part thereof, during any applicable period, reduced by rental
revenue from Leases which terminated by reason of the casualty or condemnation,
as reasonably determined by Mortgagee.

            (1) GUARANTOR: Heritage Property Investment Trust, Inc.

            (m) GUARANTY: That or those instruments of Limited Guaranty of even
date herewith from Guarantor to Mortgagee guaranteeing the matters set forth
therein.

            (n) IMPOSITIONS: All real estate and personal property taxes,
assessments, maintenance charges, permit fees, impact fees, development fees,
capital recovery charges, utility reservation and standby fees, water, gas,
sewer, electricity and other utility rates and charges, charges for any
easement, license or agreement maintained for the benefit of the Mortgaged
Property, and all other taxes, charges and assessments and any interest, costs
or penalties with respect thereto, of any kind and nature whatsoever which at
any time prior to or


<Page>

after the execution hereof may be charged, assessed, levied or imposed upon the
Mortgaged Property or the Rents and Revenues (as defined hereinbelow) or the
ownership, use, occupancy or enjoyment thereof.

            (o) INDEBTEDNESS: The principal of, interest on and all other
amounts, payments and premiums due under or secured by the Note and the other
Security Instruments (as defined herein) together with and including all other
direct and indirect indebtedness now or at any time in the future owing or to be
owing by Mortgagor to Mortgagee by reason of any advances made or expenses
incurred by Mortgagee to preserve, protect or defend the Mortgaged Property.

            (p) LAND: The real estate or interest therein described in EXHIBIT A
attached hereto and all rights, titles and interests appurtenant thereto.

            (q) LEASES: Any and all leases, subleases, licenses, concessions or
other agreements (written or verbal, now or hereafter in effect) which grant a
possessory interest in and to, or the right to use, lease, license, possess,
operate from, reside in or otherwise enjoy the Mortgaged Property, together with
all guarantees, modifications, extensions and renewals thereof.

            (r) LEGAL REQUIREMENTS: (i) Any and all present and future judicial
decisions, statutes, rulings, rules, regulations, licenses, decisions, orders,
injunctions, decrees, permits, certificates or ordinances of any Governmental
Authority in any way applicable to Mortgagor, any Guarantor or the Mortgaged
Property, including the ownership, use, occupancy, operation, maintenance,
repair or reconstruction thereof, and any other statutes, regulations,
ordinances or similar law enacted by any Governmental Authority relating to
health or the environment, (ii) Mortgagor's or any Guarantor's presently or
subsequently effective Bylaws and Articles of Incorporation, Partnership
Agreement, Limited Partnership Agreement, Joint Venture Agreement, Operating
Agreement, Trust Agreement or other forms of business association (if either,
both or all be any of same), (iii) any and all Leases, and (iv) any and all
restrictions or restrictive covenants, present and future, as the same may apply
to the Mortgaged Property.

            (s) MAXIMUM LAWFUL RATE: The "Maximum Lawful Rate" as defined in the
Note.

            (t) MORTGAGED PROPERTY: The Land, Buildings, Fixtures, Personalty
(as defined herein), Tax and Insurance Escrow Funds (as defined herein), if any,
and Rents and Revenues, together with:

                  (i) all rights, privileges, tenements, hereditaments,
rights-of-way, easements, appendages and appurtenances in anywise appertaining
thereto, and all right, title and interest of Mortgagor in and to any streets,
ways, alleys, strips or gores of land adjoining the Land or any part thereof;

                  (ii) all additions, appurtenances, substitutions, replacements
and revisions thereof and thereto and all reversions and remainders therein;


<Page>

                  (iii) all of Mortgagor's right, title and interest in and to
any insurance proceeds and any judgments, awards, remuneration, settlements or
compensation heretofore made or hereafter to be made by any Governmental
Authority to the present or any subsequent owner of the Land, Buildings,
Fixtures or Personalty, including those for any vacation of, or change of grade
in, any streets affecting the Land or the Buildings;

                  (iv) all trees, shrubs, flowers and other landscaping features
and all oil, gas, minerals, water, water rights, drains and drainage rights
appurtenant to, located on, under or above or used in connection with the Land
and the improvements situated thereon, or any part thereof, whether now existing
or hereafter created or acquired;

                  (v) any and all water and water rights, ditch and ditch
rights, reservoir and reservoir rights, stock or interest in irrigation or ditch
companies appurtenant to the Land and all rights to domestic water for the Land,
royalties, minerals, oil and gas rights and leases or leasehold interests, owned
by Mortgagor now or hereafter used in connection with, appurtenant to or related
to the Land;

                  (vi) all prepaid water, sewer and other utility fees paid to a
governmental agency or to a water and sanitary sewer district or a utility
company, and all sanitary sewer rights and storm sewer rights and all water and
sewer taps or wait list deposits Mortgagor has made or may hereafter make with
respect to the Land and all of Mortgagor's rights to have the Land served with
water, sewer and other utilities;

                  (vii) to the extent the same may be pledged or assigned
without violating the relevant Property Agreement, all of Mortgagor's right,
title and interest in, to and under all Property Agreements;

                  (viii) all other or greater rights and interests of every
nature in the foregoing property and Mortgagor's rights to the possession or use
thereof and income therefrom, whether now owned or subsequently acquired by
Mortgagor;

                  (ix) any and all other security and collateral of any nature
whatsoever, now or hereafter given for the repayment of the Indebtedness or the
performance and discharge of the Obligations; and

                  (x) all proceeds from the foregoing.

As used in this Mortgage and Security Agreement, the term "Mortgaged Property"
shall be expressly defined as meaning all, or where the context permits or
requires, any portion of the above and all or, where the context permits or
requires, any interest therein. Without limiting the generality of the
foregoing, the Mortgaged Property shall include, but not be limited to, all or
any portion of or any interest in the Land, Buildings, Fixtures, Personalty,
Plans, Leases, Rents and Revenues and other items described in this SECTION
1.1(t) acquired by Mortgagor or the estate of Mortgagor after the commencement
of a case under the U.S. Bankruptcy Code.

            (u) MORTGAGEE: The above defined Mortgagee and the subsequent holder
or holders, from time to time, of the Note (as defined herein).


<Page>

            (v) MORTGAGOR: The above defined Mortgagor and any and all
subsequent owners of the Mortgaged Property (as defined herein).

            (w) NOTE: The promissory note of even date herewith executed by
Mortgagor payable to the order of Mortgagee in the amount of Thirty-Seven
Million and No/100 Dollars ($37,000,000.00), due on October 1, 2010, and
secured, in part, by this Mortgage and Security Agreement and any and all
amendments, modifications, rearrangements, extensions and replacements thereof.

            (x) OBLIGATIONS: Any and all of the covenants, warranties,
representations and other obligations (other than to repay the Indebtedness)
made or undertaken by Mortgagor, Guarantor or others to Mortgagee or others as
set forth in the Security Instruments or any Lease.

            (y) PERMITTED ENCUMBRANCES: The outstanding liens, easements,
building lines, restrictions, security interests and other matters (if any) as
reflected on EXHIBIT B attached hereto and the lien and security interests
created by the Security Instruments.

            (z) PERSONALTY: All of the right, title and interest of Mortgagor
now owned or hereafter acquired in and to all furniture, furnishings, equipment,
machinery, goods, general intangibles, money, accounts, receivables, contract
rights, inventory, all refundable, returnable or reimbursable fees, deposits or
other funds or evidences of credit or indebtedness deposited by or on behalf of
Mortgagor with any Governmental Authority, agencies, boards, corporations,
providers of utility services, public or private, including specifically but
without limitation all refundable, returnable or reimbursable tap fees, utility
deposits, commitment fees and development costs, and all other personal property
(other than the Fixtures) of any kind or character as defined in and subject to
the provisions of the Uniform Commercial Code of the state in which the Land is
located (the "UNIFORM COMMERCIAL CODE"), now or hereafter located upon, within
or about the Land and the Buildings, together with all accessories, replacements
and substitutions thereto or therefor and the proceeds thereof.

            (aa) PLANS: Any and all plans, specifications, shop drawings and
other technical descriptions (including plot plans, foundation plans, floor
plans, elevations, framing plans, cross-sections of walls, mechanical plans,
electrical plans and architectural and engineering plans and architectural and
engineering studies and analyses) in Mortgagor's possession or control
heretofore or hereafter prepared by any architect, engineer or other design
professional for construction, repair or alteration of the Buildings, and all
amendments and modifications thereof.

            (bb) PROPERTY AGREEMENTS: All agreements (such as construction
contracts, architects' agreements, contracts, utility contracts, maintenance
agreements, management agreements, service contracts, permits, licenses,
government issued licenses), certificates and entitlements in any way relating
to the development, construction, use, occupancy, operation, maintenance,
enjoyment, acquisition or ownership of the Mortgaged Property.

            (cc) RENTS AND REVENUES: All of the rents, revenues, income,
proceeds, profits and other benefits paid or payable by parties to the Leases
other than Mortgagor for using,


<Page>

leasing, licensing, possessing, operating from, residing in, selling or
otherwise enjoying the Mortgaged Property.

            (dd) SECURITY INSTRUMENTS: The Note, this Mortgage and Security
Agreement, the Guaranty, the Environmental Indemnification Agreement, and any
and all other documents now or hereafter executed by Mortgagor, Guarantor or any
other person or party to evidence or secure the payment of the Indebtedness or
the performance and discharge of the Obligations, as any of the foregoing may be
amended, renewed or extended. Notwithstanding that the definition of Security
Instruments and various of the components thereof include documents that may be
amended, renewed or extended, such definition shall in no way be construed to
suggest that any party has agreed (or is obligated) to amend, renew or extend
them.

            (ee) TAX AND INSURANCE ESCROW FUNDS: Any amounts paid to and held by
or on behalf of Mortgagee at any time and from time to time pursuant to Section
4.7 hereof.

                                    ARTICLE 2
                                      GRANT

      2.1 GRANT: To secure the full and timely payment of the Indebtedness and
the full and timely performance and discharge of the Obligations, Mortgagor
hereby grants to Mortgagee with all MORTGAGE COVENANTS the Mortgaged Property,
subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the
Mortgaged Property unto Mortgagee forever, and Mortgagor does hereby bind
itself, its successors and assigns to warrant and forever defend the title to
the Mortgaged Property unto Mortgagee and the quiet and peaceable possession of
the Mortgaged Property by the Mortgagee against every person whomsoever lawfully
claiming or to claim the same or any part thereof; subject, however, to the
Permitted Encumbrances, provided, however, that if Mortgagor shall pay (or cause
to be paid) the Indebtedness as and when the same shall become due and payable
and shall perform and discharge (or cause to be performed and discharged) the
Obligations on or before the date same are to be performed and discharged, then
the liens, security interests, estates and rights granted by the Security
Instruments shall terminate; otherwise same shall remain in full force and
effect. A certificate or statement from Mortgagee confirming that the
Indebtedness has not been paid in full or that the Obligations have not been
fully performed and discharged shall be sufficient evidence thereof for the
purposes of reliance by third parties on that fact.

                                    ARTICLE 3
                         WARRANTIES AND REPRESENTATIONS

      Mortgagor hereby unconditionally warrants and represents to Mortgagee as
follows:

      3.1 VALIDITY OF LOAN INSTRUMENTS: The execution, delivery and performance
by Mortgagor of the Security Instruments (other than the Guaranty) and the
borrowing evidenced by the Note, (a) are within Mortgagor's partnership powers
and have been duly authorized by Mortgagor's partners and all other requisite
partnership action, (b) have received all (if any) requisite prior governmental
approval in order to be legally binding and enforceable in accordance with the
terms thereof, and (c) will not violate, contravene, be in conflict with, result
in a breach or constitute (with due notice or lapse of time, or both) a default
under, any

<Page>

indenture, agreement or instrument to which Mortgagor or Guarantor is a party or
by which any of Mortgagor's or Guarantor's property may be bound, or any Legal
Requirement or result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of Mortgagor's or Guarantor's
property or assets, except as contemplated by the provisions of the Security
Instruments, and no action or approval with respect thereto by any third person
is required. The Security Instruments constitute the legal, valid and binding
obligations of Mortgagor and Guarantor (as applicable), in accordance with their
respective terms, and no defaults, or events which with notice or lapse of time
would constitute an Event of Default, have occurred thereunder.

      3.2 TITLE TO THE MORTGAGED PROPERTY AND LIEN OF THIS INSTRUMENT: Mortgagor
has good and marketable title to the Land (in fee simple) and Buildings, and
good and marketable title to the Fixtures and Personalty, free and clear of any
liens, charges, encumbrances, security interests and adverse claims whatsoever
except the Permitted Encumbrances. This Mortgage and Security Agreement
constitutes a valid, subsisting, first lien mortgage on the Land, the Buildings
and the Fixtures and a valid, subsisting, first security interest in and to the
Personalty, Leases and Rents and Revenues, all in accordance with the terms
hereof.

      3.3 INFORMATION: Mortgagor has fully disclosed to Mortgagee all facts
material to Mortgagor, Mortgagor's business operations or the Mortgaged
Property. All financial statements and other information, reports, papers and
data given to Mortgagee with respect to Mortgagor or others obligated under the
terms of the Security Instruments, or the Mortgaged Property, are accurate,
complete and correct in all material respects. All such financial statements
fairly present the financial condition and results of operations of Mortgagor or
the other subject of such financial statements, and since the date thereof there
has been no material adverse change in such financial condition or operations.

      3.4 TAXES AND OTHER PAYMENTS: Each constituent member of Mortgagor and
Mortgagor have filed all federal, state, county, municipal and city income and
other tax returns required to have been filed by them and have paid all taxes
which have become due pursuant to such returns or pursuant to any assessments
received by them, and Mortgagor knows of no basis for any additional assessment
in respect of any such taxes. Mortgagor has paid in full all sums owing or
claimed for labor, material, supplies, personal property (whether or not
constituting a Fixture hereunder) and services of every kind and character used,
furnished or installed in or on the Mortgaged Property and no claim for same
exists or will be permitted to be created.

      3.5 LITIGATION: Except as set forth on Schedule 3.5 attached hereto, there
are no actions, suits or proceedings pending, or to the knowledge of Mortgagor
threatened, against or affecting the Mortgagor or the Mortgaged Property that
could materially adversely affect Mortgagor or the Mortgaged Property, or
involving the validity or enforceability of this Mortgage and Security Agreement
or the priority of the liens and security interests created by the Security
Instruments, and no event has occurred (including specifically Mortgagor's
execution of the Security Instruments and its consummation of the loan
represented thereby) which will violate, be in conflict with, result in the
breach of, or constitute (with due notice or lapse of time, or both) a material
default under, any Legal Requirement or result in the creation or imposition of
any lien, charge or encumbrance of any nature whatsoever upon any of Mortgagor's
property other than the liens and security interests created by the Security
Instruments.

<Page>

      3.6 COMPLIANCE WITH COMMITMENT: All of the representations, warranties,
agreements and obligations made or undertaken by Mortgagor in that certain
Mortgage Loan Application/Commitment executed by Mortgagor and American General
Realty Advisors, Inc. dated July 20, 2000, are true and correct and (to the
extent that same were to be) have been complied with as of the date hereof or
(to the extent that same are to be) will be complied with in the future. Nothing
contained in this Section 3.6, or Mortgagee's acceptance of this Mortgage and
Security Agreement, shall be construed as an acknowledgment by or the agreement
of Mortgagee that all of such representations, warranties, agreements and
obligations are true and correct and have been complied with.

                                    ARTICLE 4
                              AFFIRMATIVE COVENANTS

      Mortgagor hereby unconditionally covenants and agrees with Mortgagee as
follows:

      4.1 PAYMENT AND PERFORMANCE: Mortgagor will pay the Indebtedness, as and
when called for in the Security Instruments and on or before the due dates
thereof, and will perform all of the Obligations, in full and on or before the
dates same are to be performed.

      4.2 COMPLIANCE WITH LEGAL REQUIREMENTS: Mortgagor will promptly and
faithfully comply with, conform to and obey all present and future Legal
Requirements.

      4.3 PAYMENT OF IMPOSITIONS: Mortgagor will duly pay and discharge, or
cause to be paid and discharged, the Impositions not later than the due date
thereof, or the day any fine, penalty, interest or cost may be added thereto or
imposed, or the day any lien may be filed, for the non-payment thereof (if such
day is used to determine the due date of the respective item); provided,
however, that Mortgagor may, if permitted by law and if such installment payment
would not create or permit the filing of a lien against the Mortgaged Property,
pay the Impositions in installments whether or not interest shall accrue on the
unpaid balance of such Impositions. If there is no existing Event of Default,
Mortgagor may in good faith, by appropriate proceedings, contest the validity,
applicability or amount of any asserted ad valorem tax provided that such
contest does not result in a lien on the Mortgaged Property.

      4.4 REPAIR, MAINTENANCE AND OPERATION: Mortgagor will maintain and operate
the Mortgaged Property in good order and condition and will make all repairs,
replacements, additions, improvements and alterations thereof and thereto,
interior and exterior, structural and non-structural, which are necessary or
reasonably appropriate to maintain and operate the Mortgaged Property in good
order and condition.

      4.5 INSURANCE:

            (a) Mortgagor will obtain and maintain insurance upon and relating
to the Mortgaged Property insuring against personal injury and death, loss by
fire and such other hazards, casualties and contingencies (including business
interruption insurance covering loss of Rents and Revenues) as are normally and
usually covered by extended coverage policies in effect where the Land is
located and such other risks as may be reasonably specified by Mortgagee, from
time to time, all in such amounts and with such insurers of recognized
responsibility as are

<Page>

reasonably acceptable to Mortgagee. Each insurance policy issued in connection
therewith shall provide by way of endorsements, riders or otherwise that (i)
proceeds will be payable to Mortgagee as its interest may appear, which proceeds
are hereby assigned to Mortgagee, it being agreed by Mortgagor that such
payments shall be applied 1) if there be no Event of Default existing or which
would exist but for due notice or lapse of time, or both, to the restoration,
repair or replacement of the Mortgaged Property, or 2) if there be an Event of
Default existing, or which would exist but for due notice or lapse of time, or
both, at the option of the Mortgagee, either for the above stated purpose or
toward the payment of the Indebtedness; (ii) the coverage of Mortgagee shall not
be terminated, reduced or affected in any manner regardless of any breach or
violation by Mortgagor of any warranties, declarations or conditions in such
policy; (iii) no such insurance policy shall be canceled, endorsed, altered or
reissued to effect a change in coverage for any reason and to any extent
whatsoever unless such insurer shall have first given Mortgagee thirty (30) days
prior written notice thereof; and (iv) Mortgagee may, but shall not be obligated
to, make premium payments to prevent any cancellation, endorsement, alteration
or reissuance and such payments shall be accepted by the insurer to prevent
same. Mortgagee shall be furnished with a certified copy of each such initial
policy coincident with the execution of this Mortgage and Security Agreement and
a certified copy of each renewal policy not less than fifteen (15) days prior to
the expiration of the initial or each preceding renewal policy together with
receipts or other evidence that the premiums thereon have been paid. In the
event such coverage is carried under a blanket insurance policy, in lieu of the
original of each such policy, Mortgagee shall be furnished with a certificate,
mortgagee endorsement and all endorsements and schedules relating to the
Mortgaged Property evidencing such coverage in form and content acceptable to
Mortgagee.

            (b) Mortgagor agrees to secure and maintain rental insurance
covering the gross rental of the Mortgaged Property for such period of time
which Mortgagee may require (not to exceed twelve [12] months) during which any
part of the Mortgaged Property hereby covered is not tenantable as a result of
damage insured against under the fire and extended coverage insurance.

            (c) All policies to be maintained under this Mortgage and Security
Agreement are to be issued by companies reasonably acceptable to Mortgagee and
are to contain an acceptable form of mortgage clause payable to the holder of
the Indebtedness hereby secured. Mortgagor shall maintain insurance in an amount
sufficient to prevent Mortgagor from becoming a co-insurer under any policy
required hereunder.

            (d) If any portion of the Mortgaged Property is situated in an area
or subsequently designated as having flood hazards, as defined by the Flood
Disaster Act of 1973, as amended from time to time, Mortgagee may require flood
insurance in an amount equal to the replacement cost of the Buildings or the
maximum amount of flood insurance available, whichever is the lesser.

            (e) If Mortgagor fails to maintain the level of insurance required
under this Mortgage and Security Agreement, then Mortgagor shall indemnify
Mortgagee to the extent that a casualty occurs and insurance proceeds would have
been available had such insurance been maintained.

<Page>

      4.6 RESTORATION FOLLOWING DAMAGE OR LOSS: If any act or occurrence of any
kind or nature (including any casualty for which insurance was not obtained or
obtainable and including any condemnation) shall result in damage to or loss or
destruction of the Mortgaged Property, Mortgagor will give notice thereof to
Mortgagee and, if so instructed by Mortgagee, will promptly, at Mortgagor's sole
cost and expense and regardless of whether the insurance proceeds (if any) or
condemnation proceeds (if any) shall be sufficient for the purpose, commence and
continue diligently to completion to restore, repair, replace and rebuild the
Mortgaged Property as nearly as possible to its value, condition and character
immediately prior to such damage, loss or destruction.

      Provided (i) there is no continuing Event of Default hereunder or under
the other Security Instruments and (ii) the insurance or condemnation proceeds
are in an amount less than $370,000, Mortgagee shall release such insurance or
condemnation proceeds to Mortgagor for the restoration, repair, replacement or
rebuilding of the Mortgaged Property in which event, Mortgagor shall promptly,
at Mortgagor's sole cost and expense (using such insurance or condemnation
proceeds, but regardless of whether they are sufficient for the purpose)
commence and continue diligently to completion to restore, repair, replace and
rebuild the Mortgaged Property as nearly as possible to its value, condition and
character immediately prior to such damage, loss or destruction.

      If the insurance or condemnation proceeds are in an amount equal to or
greater than $370,000, then provided there is no continuing Event of Default
hereunder or under the other Security Instruments, Mortgagee shall release any
insurance or condemnation proceeds to Mortgagor for the restoration, repair,
replacement or rebuilding of the Mortgaged Property, subject to and in
accordance with the following terms and conditions:

            (a) Mortgagee shall have approved the plans and specifications for
the restoration, repair, replacement or rebuilding of the Mortgaged Property.

            (b) The amount of the insurance or condemnation proceeds are
sufficient, in Mortgagee's reasonable discretion, to complete such restoration,
repair, replacement or rebuilding of the Mortgaged Property in accordance with
such approved plans and specifications, or, if insufficient, Mortgagor shall
have made available sufficient funds such that the aggregate available funds are
sufficient, in Mortgagee's reasonable discretion, to complete such restoration,
repair, replacement or rebuilding of the Mortgaged Property in accordance with
such approved plans and specifications.

            (c) Not more than twenty-five percent (25%) of the Leases by square
footage shall have terminated as a result of such casualty or condemnation.

            (d) After the restoration, repair, replacement or rebuilding of the
Mortgaged Property has been completed, the Mortgaged Property has a Debt
Coverage Ratio of equal to or greater than 1.0 to 1.0.

      Any insurance or condemnation proceeds remaining after the restoration,
repair, replacement or rebuilding of the Mortgaged Property has been completed
shall be retained by Mortgagee and applied toward the payment of the
Indebtedness in such order, priority and

<Page>

proportions as Mortgagee shall elect in its sole discretion, without the payment
of any prepayment premium or penalty. If any of the foregoing terms and
conditions are not satisfied, Mortgagee may retain and apply any such insurance
or condemnation proceeds toward the payment of the Indebtedness in such order,
priority and proportions as Mortgagee shall elect in its sole discretion,
without the payment of any prepayment premium or penalty, or at the option of
Mortgagee, Mortgagee may pay the same in whole or in part to Mortgagor for such
purposes as Mortgagee may designate.

      If, following any casualty, the Mortgaged Property is so demolished,
destroyed or substantially damaged so that (in Mortgagee's reasonable judgment)
it cannot be restored or rebuilt with available funds to a profitable condition
within a reasonable period of time, or if, following a taking in condemnation or
conveyance in lieu thereof, the Mortgaged Property is so diminished in value
that (in Mortgagee's reasonable judgment) the remainder thereof cannot continue
to be operated profitably for the purpose for which it was being operated
immediately prior to such taking or conveyance, Mortgagee may elect, by giving
written notice to Mortgagor, to declare all of the Indebtedness incurred hereby
to be due and payable one hundred twenty (120) days from the giving of such
notice and without the payment of any prepayment premium or penalty.

      4.7 TAX AND INSURANCE ESCROW: In order to implement the provisions of
SECTIONS 4.3 and 4.5 hereinabove, Mortgagor shall pay to Mortgagee, as and when
directed by Mortgagee, and as escrowed sums, an amount equal to the sum of (a)
the annual real estate and personal property taxes and assessments (estimated
whenever necessary) to become due for the tax year during which such payment is
so directed and (b) the insurance premiums for the same year for those insurance
policies as are required hereunder. If Mortgagee determines that any amounts
theretofore paid by Mortgagor are insufficient for the payment in full of such
taxes, assessments and insurance premiums, Mortgagee shall notify Mortgagor of
the increased amounts required to provide a sufficient fund, whereupon Mortgagor
shall pay to Mortgagee within thirty (30) days thereafter the additional amount
as stated in Mortgagee's notice. The escrowed sums may be held by Mortgagee in
non-interest bearing accounts and may be commingled with Mortgagee's other
funds. Upon assignment of this Mortgage, Mortgagee shall have the right to pay
over the balance of the escrowed sums then in its possession to its assignee
whereupon the Mortgagee shall then become completely released from all liability
with respect thereto. Upon full payment of the Indebtedness, or at such earlier
time as Mortgagee may elect, the balance of the escrowed sums in its possession
shall be paid over to Mortgagor and no other party shall have any right or claim
thereto. If no Event of Default shall have occurred and be continuing hereunder,
the escrowed sums shall, at the option of Mortgagee, be repaid to Mortgagor in
sufficient time to allow Mortgagor to satisfy Mortgagor's obligations under the
Security Instruments to pay the taxes, assessments and the required insurance
premiums or be paid directly to the Governmental Authority and the insurance
company entitled thereto. If an Event of Default shall have occurred and be
continuing hereunder, however, Mortgagee shall have the additional option of
crediting the full amount of the escrowed sums against the Indebtedness.
Notwithstanding anything to the contrary contained in this Section or elsewhere
in this Mortgage, Mortgagee hereby reserves the right to waive the payment by
Mortgagor to Mortgagee of the escrowed sums, and, in the event Mortgagee does so
waive such payment, it shall be without prejudice to Mortgagee's right to
insist, at any subsequent time or times that such payments be made in accordance
herewith.

<Page>

      4.8 INSPECTION: Mortgagor will permit Mortgagee and its agents,
representatives and employees, to inspect the Mortgaged Property at all
reasonable times, including without limitation making such tests as may be
reasonably required to determine whether the Mortgaged Property is in compliance
with Legal Requirements, provided that Mortgagee has provided prior written
notice to Mortgagor of its intention to do so and provided further that
Mortgagee shall make all reasonable efforts to avoid disruption of Mortgagor
and/or Mortgagor's tenants' business activities at the Mortgaged Property.

      4.9 HOLD HARMLESS: Mortgagor will defend, at its own cost and expense, and
hold Mortgagee harmless from, any action, proceeding or claim affecting the
Mortgaged Property or the Security Instruments, and all costs and expenses
incurred by Mortgagee in protecting its interests hereunder in such an event
(including all court costs and attorneys' fees) shall be borne by Mortgagor.

      4.10 BOOKS AND RECORDS:

            (a) Mortgagor will maintain full and accurate books of account and
other records reflecting the results of its operations, and will furnish or
cause to be furnished to Mortgagee, on or before ninety (90) days after the
close of each calendar year, annual financial statements certified by Mortgagor
as being true and correct including, with respect to the Mortgaged Property, (i)
an operating statement stating in reasonable detail the income and expenses of
the operation of the Mortgaged Property, and (ii) a rent roll listing the
tenant(s) in occupancy, their leased area or unit, lease term, annual rental,
expense reimbursements and sales and percentage rent (if applicable). Upon
request from time to time Mortgagee in its sole discretion may require (i) a
one-year pro forma budget for the Mortgaged Property for the upcoming calendar
year, (ii) a current rent roll for the Mortgaged Property listing the tenant(s)
in occupancy, their leased area, lease term, annual rental, expense
reimbursements, sales and percentage rent, if applicable, and (iii) a balance
sheet for Mortgagor. At any time and from time to time Mortgagor shall deliver
to Mortgagee such other financial data as Mortgagee shall reasonably request
with respect to the ownership, maintenance, use and operation of the Mortgaged
Property, and Mortgagee shall have the right, at reasonable times and upon
reasonable notice, to audit Mortgagor's books of account and records relating to
the Mortgaged Property, all of which shall be maintained and made available to
Mortgagee and Mortgagee's representatives for such purpose on the Mortgaged
Property or at such other location as Mortgagee may approve.

            (b) Notwithstanding the foregoing, upon the occurrence of (i) an
Event of Default hereunder, Mortgagee may require by notice to Mortgagor that
any financial statements or other financial information described in this
SECTION 4.10 be audited by an independent certified public accountant selected
by Mortgagor but acceptable to Mortgagee; provided, however, that if Mortgagor
otherwise obtains audited financial statements, Mortgagor shall provide
Mortgagee with true and correct copies of such financial statements within ten
(10) days after they are received by Mortgagor.

      4.11 MAINTENANCE OF RIGHTS OF WAY, EASEMENTS, AND LICENSES: Mortgagor will
maintain, preserve and renew all rights of way, easements, grants, privileges,
licenses and franchises reasonably necessary for the use of the Mortgaged
Property from time to time.

<Page>

Mortgagor will not, without the prior consent of Mortgagee, initiate, join in or
consent to any private restrictive covenant or other public or private
restriction as to the use of the Mortgaged Property, or any condominium
declaration, plat or other document having the effect of subjecting the Land and
Buildings to the condominium or cooperative form of ownership. Mortgagor shall,
however, comply with all restrictive covenants which may at any time affect the
Mortgaged Property, zoning ordinances and other public or private restrictions
relating to the use of the Mortgaged Property.

      4.12 COMPLIANCE WITH ANTI-FORFEITURE LAWS: Mortgagor will not commit,
permit or suffer to exist any act or omission affording the federal government
or any state or local government the right of forfeiture as against the
Mortgaged Property or any part thereof or any money paid in performance of
Mortgagor's obligations under the Note or under any of the other Security
Instruments. In furtherance thereof, Mortgagor hereby agrees to indemnify and
hold harmless Mortgagee from and against, and Mortgagor shall be responsible
for, any loss, damage or injury by reason of the breach of the covenants and
agreements set forth in this SECTION 4.12 REGARDLESS OF WHETHER CAUSED IN WHOLE
OR IN PART BY THE NEGLIGENCE OF MORTGAGEE. BUT EXCLUDING THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF MORTGAGEE. Without limiting the generality of the
foregoing, the filing of formal charges or the commencement of proceedings
against Mortgagor, or against all or any part of the Mortgaged Property under
any federal or state law for which forfeiture of the Mortgaged Property or any
part thereof or of any monies paid in the performance of Mortgagor's obligations
under the Security Instruments is a potential result shall, at the election of
the Mortgagee, constitute an Event of Default hereunder without notice or
opportunity to cure.

      4.13 POST-CLOSING COSTS: Subject to the provisions of Section 10.9 hereof,
Mortgagor will promptly pay to Mortgagee any administrative fees and reimburse
Mortgagee for all of Mortgagee's costs and expenses (including without
limitation any reasonable attorneys' fees) associated with reviewing and
processing requests of Mortgagor made after the date hereof.

                                    ARTICLE 5
                               NEGATIVE COVENANTS

      Mortgagor hereby covenants and agrees with Mortgagee that, until the
entire Indebtedness shall have been paid in full and all of the Obligations
shall have been fully performed and discharged:

      5.1 USE VIOLATIONS: Mortgagor will not use, maintain, operate, occupy, or
allow the use, maintenance, operation or occupancy of, the Mortgaged Property in
any manner which (a) violates any Legal Requirement, (b) may be dangerous unless
safeguarded as required by law, (c) constitutes a public or private nuisance or
(d) makes void, voidable or cancelable, or increases the premium of, any
insurance then in force with respect thereto.

      5.2 ALTERATIONS: Mortgagor will not commit or permit any waste of the
Mortgaged Property and will not, without the prior written consent of Mortgagee,
make or permit to be made any alterations or additions to the Mortgaged Property
of a material nature, except for nonstructural tenant improvements.

<Page>

      5.3 REPLACEMENT OF FIXTURES AND PERSONALTY: Mortgagor will not, without
the prior written consent of Mortgagee, permit any of the Fixtures or Personalty
to be removed at any time from the Land or Buildings unless the removed item is
removed temporarily for maintenance and repair or, if removed permanently, is
replaced by an article of equal suitability and value, owned by Mortgagor, free
and clear of any lien or security interest except such as may be first approved
in writing by Mortgagee.

      5.4 NO FURTHER ENCUMBRANCES: To the extent permitted by law, Mortgagor
will not, without the prior written consent of Mortgagee, create, place or
permit to be created or placed, or through any act or failure to act, acquiesce
in the placing of, or allow to remain, any mortgage, pledge, lien (statutory,
constitutional or contractual), security interest, encumbrance or charge, or
conditional sale or other title retention agreement, regardless of whether same
are expressly subordinate to the liens of the Security Instruments, with respect
to all or any portion of the Mortgaged Property, the Leases or the Rents and
Revenues, other than the Permitted Encumbrances, provided, that mechanics liens
being contested by Mortgagor in good faith, by appropriate proceedings, shall
not constitute encumbrances with respect to the Mortgaged Property or any
portion thereof, provided there first shall have been deposited with Mortgagee
within thirty (30) days of the attachment of any such lien a bond or other
security satisfactory to Mortgagee in such amount as Mortgagee shall in good
faith require, and provided further, that Mortgagor shall thereafter diligently
proceed to cause any such liens to be removed and discharged.

      5.5 NO SALES OR OTHER TRANSFERS:

            (a) Except as otherwise expressly provided for herein, Mortgagor
expressly agrees that in the event that Mortgagor conveys, pledges,
hypothecates, sells, exchanges, assigns or otherwise disposes of (each of which
is herein called a "DISPOSITION") all or any portion of the Mortgaged Property,
Mortgagee, to the extent permitted by law, shall have the right and option to
declare the entire amount of the Indebtedness immediately due and payable.
Except as otherwise expressly provided for herein, any pledge or other
Disposition of all or any portion of (i) any of the stock of Mortgagor (if
Mortgagor is a corporation), (ii) ownership of the partnership or joint venture
interests in the Mortgagor (if Mortgagor is a partnership or joint venture),
(iii) any of the ownership interests in Mortgagor (if Mortgagor is a limited
liability company or similar entity), (iv) any of the stock of any corporation
which is a direct or indirect general partner or joint venturer of Mortgagor (if
Mortgagor is a partnership or joint venture) or which is a direct or indirect
member or shareholder of Mortgagor, however so denominated (if Mortgagor is a
limited liability company or similar entity), (v) any of the direct or indirect
general partnership interests of any partnership which is a direct or indirect
general partner or joint venturer of Mortgagor (if Mortgagor is a partnership or
joint venture) or which is a direct or indirect member or shareholder of
Mortgagor, however so denominated (if Mortgagor is a limited liability company
or similar entity), (vi) any of the ownership interests of any limited liability
company or similar entity which is a direct or indirect general partner or joint
venturer of Mortgagor (if Mortgagor is a partnership or joint venture), or which
is a direct or indirect member or shareholder of Mortgagor, however so
denominated (if Mortgagor is a limited liability company or similar entity),
(vii) any beneficial interest in a trust (if Mortgagor is a trust), or (viii)
any beneficial interest in a trust which is a general partner or joint venturer
of Mortgagor (if Mortgagor is a partnership or joint venture) or which is a
direct or indirect member or

<Page>

shareholder of Mortgagor, however so denominated (if Mortgagor is a limited
liability company or similar entity) shall be deemed to be within the
prohibition contained within this Section and shall require the prior written
consent of the holder of the Indebtedness. The right and option granted
hereunder, to the extent permitted by law, shall be absolute, irrespective of
whether or not the sale, exchange, assignment or transfer would or might (i)
diminish the value of the security for the Indebtedness, (ii) result in an Event
of Default hereunder, (iii) compel Mortgagee to seek any remedies available to
it, whether at law or in equity, or (iv) add or remove the liability of any
person or entity for payment or performance of the Indebtedness or any covenant
or obligation under this Mortgage. For purposes of this Mortgage, a "DIRECT OR
INDIRECT GENERAL PARTNER" of Mortgagor shall include each general partner of
Mortgagor, each general partner of a general partner of Mortgagor, and each
general partner of a general partner of a general partner of Mortgagor, and a
person's "DIRECT OR INDIRECT EQUITY INTEREST" in the Mortgagor shall include
such person's general partnership interest in Mortgagor, such person's general
partnership interest in any general partner of Mortgagor, such person's general
partnership interest in any general partner of a general partner of Mortgagor,
such person's stock ownership interest in any corporation, and such person's
ownership interest in any limited liability company or similar entity that meets
any of the foregoing criteria.

            (b) In order to exercise the right and option granted in Section
5.5(a) herein, Mortgagee shall give written notice to the Mortgagor and to the
party to whom such property was conveyed by Mortgagor that the maturity of the
Indebtedness has been accelerated and demand full payment thereof. Mortgagee's
right and option hereunder may be exercised at any time for a period of one (1)
year following the later to occur of (x) the date of the Disposition of all or
any portion of the Mortgaged Property or (y) the date actual notice thereof is
given to Mortgagee. Mortgagor's failure to pay the Indebtedness within thirty
(30) days after the giving of such notice of acceleration to Mortgagor shall
constitute an Event of Default under this Mortgage and Security Agreement and
the Mortgagee shall at its option after such default be entitled to sell the
Mortgaged Property as provided for herein.

            (c) If Mortgagor requests Mortgagee's consent to a proposed
Disposition of all or any portion of the Mortgaged Property other than as
contemplated by subsection (d) below, Mortgagee shall have the right (in
addition to its absolute right to refuse to consent to any such transaction, to
the extent permitted by law) to condition its consent upon satisfaction of any
one or more of the following:

                  (i) That the interest rate on the Note secured by this
Mortgage and Security Agreement be increased to a rate acceptable to Mortgagee,
provided said interest rate does not exceed the Maximum Lawful Rate;

                  (ii) That Mortgagor pay a transfer fee, in an amount
determined by Mortgagee in its sole discretion;

                  (iii) That Mortgagor make a principal reduction, in an amount
to be determined by Mortgagee, upon the Note;

                  (iv) That Mortgagor and each proposed transferee execute any
and all instruments as Mortgagee shall require; and/or

<Page>

                  (v) That the party to whom such property is conveyed assume
personal liability upon the obligations hereby secured.

            (d) Additionally, notwithstanding any provision to the contrary
contained in this SECTION 5.5, including, without limitation subsection (c)
above, provided at the time of the request for Mortgagee's consent thereto, and
at the time of such transfer, there is no continuing Event of Default hereunder
or under the other Security Instruments (or circumstances which, with the giving
of notice or passing of time, or both, would constitute an Event of Default
hereunder or thereunder), Mortgagor shall have the right to transfer the
entirety of the Mortgaged Property to a Controlled Entity (hereinafter defined)
subject to and in accordance with the following terms and conditions:

                  (i) No less than thirty (30) days prior to the date of such
proposed transfer, Mortgagor shall deliver to Mortgagee a written request for
such consent accompanied by a statement setting forth the identity of the
proposed transferee and the terms and conditions of the proposed transfer and
the basis upon which Mortgagor believes that the proposed transferee is a
Controlled Entity and any other information relating to such proposed transfer
or proposed transferee as Mortgagee may reasonably request;

                  (ii) In connection with any such proposed transfer, Mortgagee
shall not have the right to alter or amend the terms of the repayment of the
Note, however, such proposed transferee shall execute any such instruments as
Mortgagee may reasonably require to evidence such transaction (so long as, as
aforesaid, the terms of repayment of the Note are not altered or amended
thereby);

                  (iii) Mortgagor shall pay Mortgagee a transfer fee in the
amount of $1,000 to cover Mortgagee's internal cost for analyzing, reviewing and
processing such transfer;

                  (iv) Mortgagor shall pay all reasonable costs and expenses
incurred by Mortgagee in connection with such transfer, including, without
limitation, reasonable attorneys' fees;

                  (v) Such transfer shall not release Mortgagor or Guarantor
from any liability under the Note or any of the other Security Instruments; and

                  (vi) For purposes of this Section the term "Controlled Entity"
shall refer to any corporation, partnership (general or limited), joint venture,
trust or other entity fifty-one percent (51%) or more of the outstanding
ownership or beneficial interest of which is owned by Heritage Property
Investment Trust, Inc.

            (e) Notwithstanding any provision to the contrary contained in this
SECTION 5.5, provided at the time of such transfer, there is no continuing Event
of Default hereunder or under the other Security Instruments, the transfer of
general partnership interests or limited partnership interests in Mortgagor
shall not constitute a transfer or Disposition of the Mortgaged Property or any
interest therein or portion thereof for purposes of SECTION 5.5(a) above, and
will not require the prior consent of Mortgagee, PROVIDED, that Heritage
Property Investment Trust, Inc. shall continue to own, directly or indirectly,
at least fifty-one percent (51%) of the partnership interests in Mortgagor. Upon
Mortgagee's request, Mortgagor shall

<Page>

promptly (and in any event within thirty (30) days after such request) furnish
Mortgagor with a current certificate identifying the names, addresses and
percentage ownership interests of all of the partners of Mortgagor and a
statement setting forth the terms and conditions of any such transfer and any
other information relating to such transfer as Mortgagee may request.

            (f) Notwithstanding any provision to the contrary contained in this
SECTION 5.5, provided at the time of such transfer, there is no continuing Event
of Default hereunder or under the other Security Instruments, the transfer of
ownership interests in Heritage Property Investment Trust, Inc., including
routine trading of the ownership interests in Heritage Property Investment
Trust, Inc. in the event it becomes a publicly-held entity, shall not constitute
a transfer or Disposition of the Mortgaged Property or any interest therein or
portion thereof for purposes of SECTION 5.5(a) above, and will not require the
prior consent of Mortgagee, PROVIDED, that transfers or accumulations of an
ownership interest of fifty percent (50%) or more in Heritage Property
Investment Trust, Inc. by any one party or related parties other than the
current stockholders of Heritage Property Investment Trust, Inc. (an "OWNERSHIP
EVENT") shall require the prior written consent of Mortgagee. In the event that
Mortgagee does not consent to an Ownership Event and such Ownership Event shall
occur despite Mortgagee's failure to consent, then all of the Indebtedness
secured hereby shall become fully due and payable, without the payment of any
prepayment premium or penalty, within one hundred eighty (180) days after the
date that Mortgagee notifies Mortgagor of its election not to approve such
Ownership Event. In such event, Mortgagor shall give Mortgagee thirty (30) days
prior written notice of such prepayment, and the prepayment shall occur on the
first day of the month following such thirty (30) day written notice.

      5.6 APPROVAL OF LEASES: Except as otherwise provided in the Assignment of
Leases and Rents, Mortgagor shall not rent or lease any portion of the Mortgaged
Property for any period in excess of one (1) year without the prior written
consent of Mortgagee, and any attempt to do so shall be null and void and of no
force or effect and, at the option of Mortgagee, shall constitute an Event of
Default hereunder without further notice or opportunity to cure. Further,
Mortgagor shall not rent or lease any portion of the Mortgaged Property
utilizing any form of lease other than one which has been approved in writing by
Mortgagee.

                                    ARTICLE 6
                                EVENTS OF DEFAULT

      The term "EVENT OF DEFAULT", as used in the Security Instruments, shall
mean the occurrence or happening, at any time and from time to time of any one
or more of the following:

      6.1 PAYMENT OF INDEBTEDNESS: If Mortgagor shall fail, refuse or neglect to
pay, in full, any installment or portion of the Indebtedness within five (5)
days after the same shall become due and payable, whether at the due date
thereof stipulated in the Security Instruments, or at a date fixed for
prepayment or by acceleration or otherwise.

      6.2 PERFORMANCE OF OBLIGATIONS: Except for those matters described in
SECTIONS 6.4 through 6.7, 6.10 or 6.12, all inclusive, if Mortgagor or Guarantor
shall fail, refuse or neglect to perform and discharge fully and timely any of
the Obligations as and when called for and such failure, refusal or neglect
shall either be incurable or, if curable, shall remain uncured for a

<Page>

period of thirty (30) days after written notice thereof from Mortgagee to
Mortgagor; provided, however, that if such default is curable but requires work
to be performed, acts to be done or conditions to be remedied which, by their
nature, cannot be performed, done or remedied, as the case may be, within such
thirty (30) day period, no Event of Default shall be deemed to have occurred if
Mortgagor commences same within such thirty (30) day period and thereafter
diligently and continuously prosecutes the same to completion within sixty (60)
days after such notice.

      6.3 FALSE REPRESENTATION: If any representation or warranty made by
Mortgagor, Guarantor or others in, under or pursuant to the Security
Instruments, the application for the loan evidenced by the Note, or any
information delivered to Mortgagee or Mortgagee's consultants in connection with
Mortgagee's evaluation of whether to make such loan, shall be false or
misleading in any material respect.

      6.4 VOLUNTARY BANKRUPTCY: If Mortgagor, or any direct or indirect general
partner of Mortgagor, or any Guarantor shall (a) seek, consent to or not contest
the appointment of a receiver, trustee or liquidator for itself or himself or
for all or any part of its or his property, (b) voluntarily file a petition
seeking relief under the bankruptcy, arrangement, reorganization, liquidation or
other debtor relief laws of the United States or any state or any other
competent jurisdiction, (c) make a general assignment for the benefit of its or
his creditors, or (d) admit in writing its or his inability to pay its or his
debts as they mature or otherwise come due.

      6.5 INVOLUNTARY BANKRUPTCY: If (a) a petition is filed against Mortgagor,
any general partner of Mortgagor or any Guarantor seeking relief under the
bankruptcy, arrangement, reorganization, liquidation or other debtor relief laws
of the United States or any state or other competent jurisdiction, or (b) a
court of competent jurisdiction enters an order, judgment or decree appointing,
without the consent of Mortgagor, any direct or indirect general partner of a
general partner of Mortgagor, or any Guarantor, a receiver, trustee or
liquidator for it or him, or for all or any part of its or his property, and
such petition, order, judgment or decree shall not be and remain dismissed or
stayed within a period of ninety (90) days after its entry.

      6.6 DISSOLUTION OR CHANGE OF OWNERSHIP (APPLICABLE TO CORPORATE
MORTGAGOR): Except as otherwise expressly allowed pursuant to Section 5.5
herein, if (a) Mortgagor shall dissolve or liquidate, merge with or be
consolidated with or into any other entity, without Mortgagee's prior written
consent, (b) any direct or indirect general partner to Mortgagor, shall dispose
of, pledge or grant a security interest in all or any part of his or its direct
or indirect equity interest (whether stock, partnership interest or other) in
Mortgagor, or (c) any Guarantor shall sell, assign, transfer, convey, pledge,
mortgage, encumber or grant a security interest in all or so much of the stock
in Mortgagor owned by Guarantor so as to prevent Guarantor from continuing to
have a controlling vote therein.

      6.7 FORECLOSURE OF OTHER LIENS: If the holder of any lien or security
interest on the Mortgaged Property (without hereby implying Mortgagee's consent
to the existence, placing, creating or permitting of any such lien or security
interest) institutes foreclosure or other proceedings for the enforcement of its
remedies thereunder.

<Page>

      6.8 CHANGE IN MANAGEMENT: If there is any change in the management of the
Mortgaged Property without Mortgagee's prior written consent.

      6.9 PRIORITY OF LIEN: If any event occurs which in any way affects or
impairs the perfection or priority of the lien evidenced by this Mortgage and
Security Agreement.

      6.10 PERFORMANCE UNDER LEASES: If Mortgagor fails to duly and punctually
perform and comply with any and all representations, warranties, covenants and
agreements, expressed as binding upon it under each of the Leases, subject to
the applicable notice and cure periods, if any, set forth in the respective
Leases.

      6.11 USE VIOLATION: If Mortgagor uses, maintains, operates or occupies, or
allows the use, maintenance, operation or occupancy of, the Mortgaged Property
in any manner which (a) violates any Legal Requirement, (b) may be dangerous
unless safeguarded as required by law, or (c) constitutes a public or private
nuisance.

      6.12 VOIDANCE OF INSURANCE: If Mortgagor uses, maintains, operates or
occupies, or allows the use, maintenance, operation or occupancy of, the
Mortgaged Property in any manner which makes void, voidable or cancelable any
insurance then in force with respect to the Mortgaged Property, and such
insurance is not reinstated within five (5) business days after the date that
Mortgagor learns that such insurance has been made void, voidable or cancelable
as a result thereof.

                                    ARTICLE 7
                             DEFAULT AND FORECLOSURE

      7.1 REMEDIES: If an Event of Default shall occur, Mortgagee may, at
Mortgagee's election, exercise any or all of the following rights, remedies and
recourses:

                  (a) ACCELERATION: Declare the then unpaid principal balance on
the Note), the accrued interest and any other accrued but unpaid portion of the
Indebtedness to be immediately due and payable, without further notice,
presentment, protest, demand or action of any nature whatsoever (each of which
hereby is expressly waived by Mortgagor), whereupon the same shall become
immediately due and payable.

                  (b) TITLE EXAMINATION: Cause to be brought down to date a
title examination and tax histories of the Mortgaged Property, procure title
insurance or title reports or, if necessary, procure new abstracts and tax
histories.

                  (c) ENVIRONMENTAL AUDIT: Procure an updated or entirely new
environmental audit of the Mortgaged Property including the Land, Buildings,
soil, ground water and subsurface investigations; have the Buildings inspected
by an engineer or other qualified inspector and procure a building inspection
report; procure an MAI or other appraisal of the Mortgaged Property or any
portion thereof; enter upon the Mortgaged Property at any time and from time to
time to accomplish the foregoing and to show the Mortgaged Property to potential
purchasers and potential bidders at foreclosure sale; make available to
potential purchasers and potential bidders all information obtained pursuant to
the foregoing and any other information in the possession of Mortgagee regarding
the Mortgaged Property.

<Page>

                  (d) ENTRY ON MORTGAGED PROPERTY: Enter upon the Mortgaged
Property and take exclusive possession thereof and of all books, records and
accounts relating thereto. If Mortgagor remains in possession of all or any part
of the Mortgaged Property after an Event of Default and without Mortgagee's
prior written consent thereto, Mortgagee may invoke any and all legal remedies
to dispossess Mortgagor, including specifically one or more actions for forcible
entry and detainer, trespass to try title and writ of restitution. Nothing
contained in the foregoing sentence shall, however, be construed to impose any
greater obligation or any prerequisites to acquiring possession of the Mortgaged
Property after an Event of Default than would have existed in the absence of
such sentence.

                  (e) OPERATION OF MORTGAGED PROPERTY: Hold, lease, manage,
operate or otherwise use or permit the use of the Mortgaged Property, either
itself or by other persons, firms or entities, in such manner, for such time and
upon such other terms as Mortgagee may deem to be prudent and reasonable under
the circumstances (making such repairs, alterations, additions and improvements
thereto and taking any and all other action with reference thereto, from time to
time, as Mortgagee shall deem necessary or desirable), and apply all Rents and
Revenues and other amounts collected by Mortgagee in connection therewith in
accordance with the provisions of SECTION 7.7 hereinbelow.

                  (f) FORECLOSURE AND SALE: Sell the Mortgaged Property in the
manner and form prescribed by law by the exercise of the Statutory Power of Sale
or otherwise.

                  (g) OCCUPANCY AFTER FORECLOSURE: The purchaser at any
foreclosure sale pursuant to SECTION 7.1(f) shall become the legal owner of the
Mortgaged Property, subject to the Permitted Encumbrances. All occupants of the
Mortgaged Property, or any part thereof, shall, absent a contractual agreement
with the Mortgagee to the contrary, become tenants at sufferance of the
purchaser at the foreclosure sale and shall deliver possession thereof
immediately to the purchaser upon demand.

                  (h) RECEIVER: Make application to a court of competent
jurisdiction as a matter of strict right and without notice to Mortgagor or
regard to the adequacy of the Mortgaged Property for the repayment of the
Indebtedness, for appointment of a receiver of the Mortgaged Property and
Mortgagor does hereby irrevocably consent to such appointment and waive notice
of any application therefor. Any such receiver shall have all the usual powers
and duties of receivers in similar cases, including the full power to rent,
maintain and otherwise operate the Mortgaged Property upon such terms as may be
approved by the court, and shall apply such Rents and Revenues in accordance
with the provisions of this Mortgage and Security Agreement.

                  (i) OTHER: Exercise any and all other rights, remedies and
recourses granted under the Security Instruments or now or hereafter existing in
equity, at law, by virtue of statute or otherwise.

      7.2 SEPARATE SALES: At any foreclosure sale, any combination, or all of
the property or security given to secure the Indebtedness, may be offered for
sale for one total price, and the proceeds of such sale accounted for in one
account without distinction between items of security without assigning to them
any proportion of such proceeds, Mortgagor hereby waiving the application of any
doctrine of marshalling; and, in case Mortgagee, in the exercise of the power

<Page>

of sale herein given, elects to sell in parts or parcels, such sales may be held
from time to time, and the power shall not be fully executed until all of the
property or security not previously sold shall have been sold.

      7.3 REMEDIES CUMULATIVE, CONCURRENT AND NON-EXCLUSIVE: Mortgagee shall
have all rights, remedies and recourses granted in the Security Instruments and
available at law or equity (including specifically those granted by the Uniform
Commercial Code in effect and applicable to the Mortgaged Property, or any
portion thereof), and same (a) shall be cumulative and concurrent, (b) may be
pursued separately, successively or concurrently against any one or more of
Mortgagor, any Guarantor or others obligated under the Note, or against the
Mortgaged Property, at the sole discretion of Mortgagee, (c) may be exercised as
often as occasion therefor shall arise, it being agreed by Mortgagor that the
exercise or failure to exercise any of same shall in no event be construed as a
waiver or release thereof or of any other right, remedy or recourse, and (d) are
intended to be, and shall be, non-exclusive.

      7.4 RELEASE OF AND RESORT TO COLLATERAL: Mortgagee may release, regardless
of consideration, any part of the Mortgaged Property without, as to the
remainder, in any way impairing, affecting, subordinating or releasing the lien
or security interests created in or evidenced by the Security Instruments or
their stature as a first and prior lien and security interest in and to the
Mortgaged Property. For payment of the Indebtedness, Mortgagee may resort to any
other security therefor held by Mortgagee in such order and manner as Mortgagee
may elect.

      7.5 WAIVER OF BENEFITS, NOTICE AND MARSHALING OF ASSETS: To the fullest
extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives
and releases (a) all benefits that might accrue to Mortgagor by virtue of any
present or future law exempting the Mortgaged Property from attachment, levy or
sale on execution or providing for any appraisement, valuation, stay of
execution, exemption from civil process or extension of time for payment, (b)
all notices of any Event of Default (except as may be provided for in SECTION
6.2 hereinabove) or of Mortgagee's election to exercise or its actual exercise
of any right, remedy or recourse provided for under the Security Instruments,
and (c) any right to a marshalling of assets or a sale in inverse order of
alienation.

      7.6 DISCONTINUANCE OF PROCEEDINGS: In case Mortgagee shall have proceeded
to invoke any right, remedy or recourse permitted under the Security Instruments
and shall thereafter elect to discontinue or abandon same for any reason,
Mortgagee shall have the unqualified right so to do and, in such an event,
Mortgagor and Mortgagee shall be restored to their former positions with respect
to the Indebtedness, the Obligations, the Security Instruments, the Mortgaged
Property and otherwise, and the rights, remedies, recourses and powers of
Mortgagee shall continue as if same had never been invoked.

      7.7 APPLICATION OF PROCEEDS: The proceeds of any sale of, and the Rents
and Revenues and other amounts generated by the holding, leasing, operation or
other use of, the Mortgaged Property shall be applied by Mortgagee (or the
receiver, if one is appointed) to the extent that funds are so available
therefrom in the following orders of priority:

            (a) first, to the payment of the costs and expenses of taking
possession of the Mortgaged Property and of holding, using, leasing, repairing,
improving and selling the same,

<Page>

including, without limitation, (i) trustees' and receivers' fees, (ii) court
costs, (iii) reasonable attorneys', auctioneers' and accountants' fees, (iv)
costs of advertisement, and (v) the payment of any and all Impositions, liens,
security interests or other rights, title or interests equal or superior to the
lien and security interest of this Mortgage and Security Agreement (except those
to which the Mortgaged Property has been sold subject to and without in any way
implying Mortgagee's prior consent to the creation thereof);

            (b) second, to the payment of all amounts, other than the unpaid
principal balance and accrued but unpaid interest due on the Note, which may be
due to Mortgagee under the Security Instruments, together with interest thereon
as provided therein;

            (c) third, to the payment of all accrued but unpaid interest due on
the Note;

            (d) fourth, to the payment of the unpaid principal balance due on
the Note in the inverse order of maturity and interest shall cease as to the
amount so paid;

            (e) fifth, to the extent funds are available therefor out of the
sale proceeds or the Rents and Revenues and, to the extent known by Mortgagee,
to the payment of any indebtedness or obligation secured by a subordinate deed
of trust or mortgage on or security interest in the Mortgaged Property; and

            (f) sixth, to Mortgagor.

                                    ARTICLE 8
                                  CONDEMNATION

      8.1 GENERAL: Promptly after its obtaining knowledge of the institution of
any proceeding for the condemnation of the Mortgaged Property, Mortgagor shall
notify Mortgagee of such fact. Mortgagor shall then, if requested by Mortgagee,
file or defend its claim thereunder and prosecute same with due diligence to its
final disposition and shall cause any awards or settlements to be paid over to
Mortgagee for disposition pursuant to the terms of this Mortgage and Security
Agreement. Mortgagor may be the nominal party in such proceeding but Mortgagee
shall be entitled to participate in and to control same and to be represented
therein by counsel of its own choice, and Mortgagor will deliver, or cause to be
delivered, to Mortgagee such instruments as may be requested by it from time to
time to permit such participation. If the Mortgaged Property is taken or
diminished in value, or if a consent settlement is entered, by or under threat
of such proceeding, the award or settlement payable to Mortgagor by virtue of
its interest in the Mortgaged Property shall be, and by these presents is,
assigned, transferred and set over unto Mortgagee to be held by it, in trust,
subject to the lien and security interest of this Mortgage and Security
Agreement, and disbursed in accordance with SECTION 4.6 hereof.

      8.2 APPLICATION OF PROCEEDS: All proceeds received by Mortgagee with
respect to a taking or a diminution in value of the Mortgaged Property shall be
applied in the following order of priority:

            (a) first, to reimburse Mortgagee for all costs and expenses,
including reasonable attorneys' fees, incurred in connection with collection of
the said proceeds; and

<Page>

            (b) thereafter, if there shall be any balance, to the order of
priority recited in SECTIONS 7.7(b) through 7.7(f) hereinabove; subject,
however, to the provisions of SECTION 4.6 hereof requiring (under the
circumstances therein specified) that such proceeds be applied to the
rebuilding, restoration or repair of the Mortgaged Property.

                                    ARTICLE 9
                               SECURITY AGREEMENT

      9.1 SECURITY INTEREST: This Mortgage and Security Agreement shall be
construed as a mortgage lien on real property and it shall also constitute and
serve as a "SECURITY AGREEMENT" on personal property within the meaning of, and
shall constitute until the grant of this Mortgage and Security Agreement shall
terminate as provided in Article 2 hereinabove, a first and prior security
interest under, the Uniform Commercial Code (as to property within the scope
thereof and situated in the state in which the Land is located) with respect to
the Personalty, Fixtures, Leases and Rents and Revenues and all personalty or
other items of property or proceeds assigned to Mortgagee under any of the
Security Instruments. To this end, Mortgagor has Granted, Bargained, Conveyed,
Assigned, Transferred and Set Over, and by these presents does Grant, Bargain,
Convey, Assign, Transfer and Set Over, unto Mortgagee a first and prior security
interest in all of Mortgagor's right, title and interest in, to and under the
Personalty, Fixtures, Leases and Rents and Revenues, in trust, to secure the
full and timely payment of the Indebtedness and the full and timely performance
and discharge of the Obligations.

      9.2 FINANCING STATEMENTS: Mortgagor hereby agrees with Mortgagee to
execute and deliver to Mortgagee, in form and substance satisfactory to
Mortgagee, such "FINANCING STATEMENTS" and such further assurances as Mortgagee
may, from time to time consider reasonably necessary to create, perfect, and
preserve Mortgagee's security interest herein granted, and Mortgagee may cause
such statements and assurances to be recorded and filed, at such times and
places as may be required or permitted by law to so create, perfect and preserve
such security interest.

      9.3 UNIFORM COMMERCIAL CODE REMEDIES: Mortgagee shall have all the rights,
remedies and recourses with respect to the Personalty, Fixtures, Leases and
Rents and Revenues afforded a Secured Party by the Uniform Commercial Code, as
to property within the scope thereof and situated in the state in which the Land
is located, in addition to, and not in limitation of, the other rights, remedies
and recourses afforded Mortgagee by the Security Instruments.

      9.4 NO OBLIGATION OF MORTGAGEE: The assignment and security interest
herein granted shall not be deemed or construed (a) to constitute Mortgagee as a
mortgagee in possession of the Mortgaged Property, or (b) to obligate Mortgagee
to (i) lease the Mortgaged Property or attempt to do same, (ii) take any action,
(iii) incur any expenses or (iv) perform or discharge any obligation, duty or
liability whatsoever under any of the Leases or otherwise.

      9.5 PAYMENT OF RENTS AND REVENUES TO MORTGAGOR UNTIL DEFAULT: Unless and
until an Event of Default occurs, Mortgagor shall be entitled to collect the
Rents and Revenues as and when, but not before, they become due and payable.
Mortgagor hereby agrees with Mortgagee that the other parties under the Leases
shall, upon notice from Mortgagee of the occurrence of an Event of Default,
thereafter pay directly to Mortgagee the Rents and Revenues due and to

<Page>

become due under the Leases and attorn all other obligations thereunder directly
to Mortgagee without any obligation on their part to determine whether an Event
of Default does in fact exist.

                                   ARTICLE 10
                                  MISCELLANEOUS

      10.1 SURVIVAL OF OBLIGATIONS: Each and all of the Obligations shall
survive the execution and delivery of the Security Instruments, and the
consummation of the loan called for therein, and shall continue in full force
and effect until the Indebtedness shall have been paid in full.

      10.2 FURTHER ASSURANCES: Mortgagor, upon the request of Mortgagee, will
execute, acknowledge, deliver and record and/or file such further instruments,
certificates, and documents and do such further acts as may be reasonably
necessary, desirable or proper to carry out more effectively the purposes of the
Security Instruments and to subject to the liens and security interests thereof
any property intended by the terms thereof to be covered thereby, including
specifically, but without limitation, any renewals, additions, substitutions,
replacements, or appurtenances to the then Mortgaged Property.

      10.3 RECORDING AND FILING: Mortgagor will cause the Security Instruments
and all amendments and supplements thereto and substitutions therefor to be
recorded, filed, re-recorded and re-filed in such manner and in such places as
Mortgagee shall reasonably request, and will pay all such recording, filing,
re-recording and re-filing taxes, fees and other charges.

      10.4 NOTICES: All notices or other communications required or permitted to
be given pursuant to this Mortgage and Security Agreement or any other Security
Instrument shall be in writing and shall be given or made by delivery to a
nationally recognized overnight delivery service, deposited in first class
United States mail, postage prepaid, registered or certified with return receipt
requested, or by delivering same in person to the intended addressee. Notice so
given shall be effective (a) one (1) business day after being deposited with a
nationally recognized overnight delivery service, (b) three (3) business days
after its deposit in the United States mail, or (c) when delivered to the
addressee (with the delivery receipt or the affidavit of the messenger being
deemed prima facie evidence of such delivery). Notice given in any other manner
shall be effective only if and when received by the addressee. For purposes of
notice, the addresses of the parties shall be as set forth in the opening
recital hereinabove; provided, however, that either party shall have the right
to change its address for notice hereunder to any other location within the
continental United States by the giving of thirty (30) days' notice to the other
party in the manner set forth hereinabove.

      10.5 NO WAIVER: Any failure by Mortgagee to insist, or any election by
Mortgagee not to insist, upon strict performance by Mortgagor of any of the
terms, provisions or conditions of the Security Instruments shall not be deemed
to be a waiver of same or of any other term, provision or condition thereof, and
Mortgagee shall have the right at any time or times thereafter to insist upon
strict performance by Mortgagor of any and all of such terms, provisions and
conditions.

<Page>

      10.6 MORTGAGEE'S RIGHT TO PERFORM THE OBLIGATIONS: If Mortgagor shall
fail, refuse or neglect to make any payment or perform any act required by the
Security Instruments, then at any time thereafter, and without notice to or
demand upon Mortgagor and without waiving or releasing any other right, remedy
or recourse Mortgagee may have because of same, Mortgagee may (but shall not be
obligated to) make such payment or perform such act for the account of and at
the expense of Mortgagor, and shall have the right to enter the Land and
Buildings for such purpose and to take all such action thereon and with respect
to the Mortgaged Property as it may deem necessary or appropriate. Mortgagor
shall indemnify Mortgagee for all losses, expenses, damage, claims and causes of
action, including reasonable attorneys' fees, incurred or accruing by reason of
any acts performed by Mortgagee pursuant to the provisions of this SECTION 10.6
or by reason of any other provision in the Security Instruments. All sums paid
by Mortgagee pursuant to this SECTION 10.6 and all other sums expended by
Mortgagee to which it shall be entitled to be indemnified, together with
interest thereon at the Past Due Rate (as defined in the Note) from the date of
such payment or expenditure, shall constitute additions to the Indebtedness,
shall be secured by the Security Instruments and shall be paid by Mortgagor to
Mortgagee upon demand.

      10.7 COVENANTS RUNNING WITH THE LAND: All Obligations contained in the
Security Instruments are intended by the parties to be, and shall be construed
as, covenants running with the Mortgaged Property until such time as this
Mortgage and Security Agreement is discharged of record at which point such
covenants will be extinguished and terminated.

      10.8 SUCCESSORS AND ASSIGNS: All of the terms of the Security Instruments
shall apply to, be binding upon and inure to the benefit of the parties thereto,
their respective successors, assigns (either voluntarily by act of the parties
or involuntarily by the operation of law), heirs and legal representatives, and
all other persons claiming by, through or under them.

      10.9 SEVERABILITY: The Security Instruments are intended to be performed
in accordance with, and only to the extent permitted by, all applicable Legal
Requirements. If any provision of any of the Security Instruments or the
application thereof to any person or circumstance shall, for any reason and to
any extent, be invalid or unenforceable, neither the remainder of the instrument
in which such provision is contained nor the application of such provision to
other persons or circumstances nor the other instruments referred to hereinabove
shall be affected thereby, but rather shall be enforced to the greatest extent
permitted by law. It is hereby expressly stipulated and agreed to be the intent
of Mortgagor and Mortgagee at all times to comply with the usury, and all other,
laws relating to the Security Instruments. If, at any time, the applicable Legal
Requirements render usurious any amount called for in any Security Instrument,
then it is Mortgagor's and Mortgagee's express intent that such document be
immediately deemed reformed and the amounts collectible reduced, without the
necessity of the execution of any new document, so as to comply with the then
applicable law but so as to permit the recovery of the fullest amount otherwise
called for in such Security Instruments.

      10.10 ENTIRE AGREEMENT AND MODIFICATION: The Security Instruments contain
the entire agreements between the parties relating to the subject matter hereof
and thereof and all prior agreements relative thereto which are not contained
herein or therein are terminated. The Security Instruments may be amended,
revised, waived, discharged, released or terminated only by a written instrument
or instruments executed by the party against which enforcement of the

<Page>

amendment, revision, waiver, discharge, release or termination is asserted. Any
alleged amendment, revision, waiver, discharge, release or termination which is
not so documented shall not be effective as to any party.

      10.11 COUNTERPARTS: This Mortgage and Security Agreement may be executed
in any number of counterparts, each of which shall be an original but all of
which together shall constitute but one instrument.

      10.12 APPLICABLE LAW: The Security Instruments shall be governed by and
construed according to the laws of the Commonwealth of Massachusetts.

      10.13 SUBROGATION: If any or all of the proceeds of the Note have been
used to extinguish, extend or renew any indebtedness heretofore existing against
the Mortgaged Property, then, to the extent of such funds so used, the
Indebtedness and this Mortgage and Security Agreement shall be subrogated to all
of the rights, claims, liens, titles and interests heretofore existing against
the Mortgaged Property to secure the indebtedness so extinguished, extended or
renewed and the former rights, claims, liens, titles and interests, if any, are
not waived but rather are continued in full force and effect in favor of
Mortgagee and are merged with the lien and security interest created herein as
cumulative security for the repayment of the Indebtedness and the satisfaction
of the Obligations.

      10.14 HEADINGS; INTERPRETATION: The Article, Section and Subsection
entitlements hereof are inserted for convenience of reference only and shall in
no way alter, modify or define, or be used in construing, the text of such
Articles, Sections or Subsections. Words of any gender shall include the other
gender where appropriate.

      10.15 FIXTURE FILING: Portions of the Mortgaged Property are or are to
become fixtures relating to the above described real estate, and the Mortgagor
herein expressly covenants and agrees that the filing of this Mortgage and
Security Agreement in the Real Estate Records in the county where the Mortgaged
Property is located shall also operate from the time of filing therein as a
financing statement filed as a fixture filing in accordance with the Uniform
Commercial Code of the state in which the Land is located.

      10.16 ESTOPPEL CERTIFICATE: Mortgagor acknowledges that the Indebtedness
hereby secured and/or the lien hereby created may from time to time, be assigned
by Mortgagee, and Mortgagor agrees to execute and cause to be executed estoppel
affidavits certifying as to certain matters (to the extent that such matters are
true) with respect to the Indebtedness hereby secured, this Mortgage and
Security Agreement and the Mortgaged Property and other similar documentation as
may be necessary or required to effectuate such assignment or assignments. Such
documents shall be executed and returned to Mortgagee within ten (10) business
days after their delivery to Mortgagor.

      10.17 RELEASE: Upon the payment in full of the Indebtedness and
performance and discharge in full of the Obligations, Mortgagee shall release
the Mortgaged Property and shall surrender this Mortgage and Security Agreement
and the Note marked "Paid in Full", as appropriate, to the Mortgagor. Such
person or persons shall pay all costs of the preparation and recordation of the
release of the liens, as applicable.

<Page>

      10.18 NON-AGRICULTURAL USE: The Mortgaged Property which is the subject of
this Mortgage is not principally used for agricultural or farming purposes.

      10.19 CHANGES OR MODIFICATION OF APPLICABLE TAX LAWS: In the event of the
passage after the date of this Mortgage and Security Agreement of any law of the
United States of America, or the state in which the Land is located, or of any
subdivision thereof, or of any municipality, deducting from the value of real
property for the purposes of taxation any lien thereon or changing in any way
the laws for the taxation of mortgages, deeds of trust or of debts secured by
mortgages or deeds of trust for federal, state or local purposes, or the manner
of the collection of any taxes, and imposing a tax, either directly or
indirectly on this Mortgage and Security Agreement or the Note, Mortgagor upon
demand by Mortgagee, shall pay such taxes or assessments, or reimburse Mortgagee
therefor; provided, however, that if in the opinion of counsel for Mortgagee (a)
it might be unlawful to require Mortgagor to make such payment or (b) the making
of such payment might result in the imposition of interest beyond the Maximum
Lawful Rate, then and in such event, Mortgagee may elect, by giving written
notice to Mortgagor, to declare all of the Indebtedness secured hereby to be and
become due and payable ninety (90) days from the giving of such notice and
without the payment of any prepayment premium or penalty.

      10.20 RIGHT TO MODIFY: Without affecting (a) the obligation of Mortgagor
to pay and perform as herein required, (b) the personal liability of any person
for payment of the Indebtedness, or (c) the lien or security interest, or the
priority of the lien or security interest on the Mortgaged Property, Mortgagee
may, at its option, extend the time for payment of the Indebtedness or any
portion thereof, reduce the payments thereon, release any person liable on any
of the Indebtedness, accept a renewal note or notes therefor, modify the terms
of the Indebtedness with the consent of Mortgagor, release from the Mortgage and
Security Agreement any part of the Mortgaged Property, take (with the consent of
Mortgagor) or release other or additional security, consent to any map or plat
thereof, consent to any easement or join in any extension or subordination
agreement. Except as set forth above, any such action by Mortgagee may be taken
without Mortgagor's consent and without the consent of any junior lienholder,
and shall not affect the priority of the lien or security interest created by
this Mortgage and Security Agreement over any junior lien.

      10.21 SUBORDINATION BY MORTGAGEE. From time to time at Mortgagee's option,
by instrument executed by Mortgagee and recorded in the real property records
where this Mortgage and Security Agreement has been recorded, Mortgagee may
subordinate the lien created by this Mortgage and Security Agreement to any
interest in the Mortgaged Property, including, without limitation, any Leases.
Any such subordination shall be solely at Mortgagee's option, and in no event
shall Mortgagee be obligated to subordinate the lien or security interest
created by this Mortgage and Security Agreement.

      10.22 NO PRESUMPTION ARISING: Although the initial draft of the Security
Instruments was drafted by Mortgagee and its legal counsel, Mortgagor and
Mortgagor's legal counsel have had full opportunity to review, negotiate and
approve the final form of the Security Instruments. Accordingly, in the event of
any ambiguity in the construction or interpretation of any provision of this
Mortgage and Security Agreement, or the Security Instruments, no presumption
shall be indulged in favor of either party in the resolution of such ambiguity.

<Page>

      10.23 LIMITATIONS ON PERSONAL LIABILITY: Reference is hereby made to
SECTION 19 of the Note which contains certain limitations on personal liability
of Mortgagor; such limitations are incorporated herein by this reference.

      10.24 INDEMNIFICATION OBLIGATIONS: The following provisions shall apply
to, and be deemed in each case to modify, each of the provisions of this
Mortgage and Security Agreement and the other Security Instruments (except to
the extent otherwise expressly provided therein) wherein Mortgagor is obligated
to indemnify Mortgagee, or any other person (any person to be indemnified being
herein called the "Indemnified Person"):

            (a) Mortgagor shall assume the burden and expense of defending, with
counsel reasonably satisfactory to the Indemnified Person, against all legal and
administrative proceedings for which a claim for indemnification may be made by
the Indemnified Person (an "INDEMNIFICATION CLAIM"). Mortgagor shall pay when
due any judgments with respect to an Indemnification Claim against any of the
Indemnified Persons and which are rendered by a final order or decree of a court
of competent jurisdiction from which no further appeal may be taken or has been
taken within the applicable appeal period. In the event that such payment is not
made, any of the Indemnified Persons at its sole discretion may pay any such
judgments, in whole or in part, and look to Mortgagor for reimbursement pursuant
to this Mortgage and Security Agreement, or may proceed to file suit against
Mortgagor to compel such payment.

            (b) An Indemnified Person shall notify Mortgagor promptly after
obtaining knowledge of any Indemnification Claim. Mortgagor with its approved
counsel, at its own expense, may control the defense and settlement of any
Indemnification Claim, and the Indemnified Persons are obligated to cooperate
with Mortgagor in connection therewith. No Indemnified Person shall knowingly
and willfully take steps which prevent Mortgagor from defending against any
Indemnification Claim.

            (c) Any amount which Mortgagor is obligated to pay to or for the
benefit of an Indemnified Person with respect to an Indemnification Claim, but
which is not paid when due, shall bear interest at the default or post maturity
rate of interest provided for in the Note from the date such amount is due until
such amount is paid.

      10.25 WAIVER OF JURY TRIAL: Mortgagor and Mortgagee agree that any suit,
action or proceeding, whether claim or counterclaim, brought by Mortgagor or
Mortgagee on or with respect to this Mortgage and Security Agreement or any
other Security Instrument or the dealings of the parties with respect hereto or
thereto, shall be tried only by a court and not by a jury. Mortgagor and
Mortgagee each hereby knowingly, voluntarily and intentionally waive any right
to a trial by jury in any such suit, action or proceeding. Further, Mortgagor
waives any right it may have to claim or recover, in any such suit, action or
proceeding, any special, exemplary, punitive, or other damages other than, or in
addition to, actual, compensatory damages. Mortgagor acknowledges and agrees
that this paragraph is a specific and material aspect of this Mortgage and
Security Agreement and that Mortgagee would not extend credit to Mortgagor if
the waivers set forth in this paragraph were not a part of this Mortgage and
Security Agreement.

<Page>

      10.26 STATUTORY CONDITION AND POWER OF SALE: This Mortgage and Security
Agreement is upon the STATUTORY CONDITION and upon the further condition that
all covenants and agreements on the part of the Mortgagor herein undertaken
shall be kept and fully and seasonably performed and that no breach of any other
of the conditions specified herein shall be permitted, for any breach of which
conditions, the Mortgagee shall have the STATUTORY POWER OF SALE. For the
purposes of this Mortgage and Security Agreement, the term "default," as used in
the STATUTORY POWER OF SALE, shall mean an Event of Default as defined herein.

          EXECUTED as an instrument under seal as of the date set forth above.

                              HERITAGE PROPERTY INVESTMENT LIMITED
                              PARTNERSHIP, a Delaware limited partnership

                              By:  Heritage Property Investment Trust, Inc., a
                                   Maryland corporation, General Partner

                              By: /s/ Richard L. Trueblood
                                  -------------------------------------------

                              Name: Richard L. Trueblood
                                    -----------------------------------------

                              Title: Senior Vice President of
                                     ----------------------------------------
                                     Heritage Property Investment Trust, Inc.
                                     ----------------------------------------
                                            its general partner
                                     ----------------------------------------

EXHIBIT A - The Land

EXHIBIT B - Permitted Encumbrances

COMMONWEALTH OF MASSACHUSETTS   )
                                )
COUNTY OF SUFFOLK               )

      On this 12th day of September, 2000 before me personally appeared Richard
L. Trueblood, vice president of Heritage Property Investment Trust, Inc., in its
capacity as general partner of Heritage Property Investment Limited Partnership,
and he acknowledged said instrument to be his free act and deed and the free act
and deed of Heritage Property Investment Trust, Inc. in its capacity as general
partner of Heritage Property Investment Limited Partnership.

                                 /s/ Linda S. Messer
                                 --------------------------------------------
                                 Notary Public in and for
                                 the Commonwealth of Massachusetts
                                 Printed Name: Linda S. Messer
                                 My Commission Expires:
                                                        ---------------------
                                                        LINDA S. MESSER
                                                        MY COMMISSION EXPIRES
                                                        FEBRUARY 23, 2001

<Page>

                                   EXHIBIT "A"

                                Legal Description

PARCEL NO. 1:

The land in Boston, Suffolk County, Massachusetts, with the building thereon
known as the Chase Building and numbered 535-541 Boylston Street, bounded and
described as follows:

SOUTHERLY: on Boylston Street, Eighty (80) feet;

EASTERLY:  on Clarendon Street One Hundred Twelve (112) feet;

NORTHERLY: on a passageway Sixteen feet wide Eighty (80) feet; and

WESTERLY:  on land and building now or formerly of Newman by a line running
           through the middle of a brick party wall One Hundred Twelve (112)
           feet.

PARCEL NO.2:

A certain parcel of land with the building thereon numbered 543-547 Boylston
Street, Boston, Suffolk County, Massachusetts, bounded and described as follows:

SOUTHERLY: on Boylston Street, seventy-five (75) feet;

EASTERLY:  on land now or formerly of the devisees of James T. Eldridge by a
           line passing through a brick party wall, one hundred twelve (112)
           feet;

NORTHERLY: on a passageway 16 feet wide, seventy-five (75) feet; and

WESTERLY:  on land now or formerly of Gaffield by a line passing through the
           middle of the brick partition wall, one hundred twelve (112) feet.

Containing 8,400 square feet of land, or however otherwise said premises may be
measured, bounded or described, and be any or all of said measurements and the
contents thereof more or less.

Together with the Southerly half of said passageway which lies within the side
lines of the premises, extended Northerly and the right in common with others
entitled thereto, to use said passageway for its entire length for all usual
purposes of a street.

<Page>

                                   EXHIBIT "B"

                             Permitted Encumbrances

1.    Rights of the public and others entitled thereto in and to that portion of
      the insured premises lying within the 16' wide passageway referred to in
      Exhibit "A".

2.    Easement on Westerly boundary described as being through party wall in
      Deed of William H. Newman to Edward N. Fenno, dated November 21, 1899 and
      recorded in Book 2647, Page 356 and in subsequent deeds.

3.    Easement for steam pipe granted by Kerna S. Wolff and others to Boston
      Edison Company by instrument dated March 14, 1946, recorded in Book 6218,
      Page 494.

4.    Easement to construct a vault for transmission of electricity granted by
      Harold J. Kanavos, Trustee of 543 Boylston Street Trust, as leasehold
      title holder dated March 5, 1973, recorded in Book 8612, Page 271, shown
      on a plan entitled "Plan of Land, Boston (Back Bay) Mass.," dated March 4,
      1977 by Harry R. Feldman..

5.    Terms and provisions of a Party Wall Agreement dated May 27, 1963 and
      recorded with said Deeds in Book 7748, Page 454, as affected by an
      Amendment dated February 5, 1974, recorded in Book 8712, Page 503.

<Page>

                                  SCHEDULE 3.5

                                   LITIGATION

None