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                                                                  Exhibit 10.6


                      BRADLEY OPERATING LIMITED PARTNERSHIP

                   AMENDMENT TO THE SECOND RESTATED AGREEMENT
                             OF LIMITED PARTNERSHIP

         This Amendment to the Second Restated Agreement of Limited Partnership
of Bradley Operating Limited Partnership, a Delaware limited partnership (the
"PARTNERSHIP"), dated September 18, 2000 (this "AMENDMENT") amends the Second
Restated Agreement of Limited Partnership of the Partnership, dated as of
September 2, 1997 (as amended to date, the "PARTNERSHIP AGREEMENT"), and
executed by Bradley Real Estate, Inc., a Maryland corporation and the General
Partner (as defined in the Partnership Agreement) of the Partnership
("BRADLEY"), and those Limited Partners whose names appear on the signature
pages thereto. Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Partnership
Agreement.

         WHEREAS, pursuant to Section 17.2 of the Partnership Agreement, in the
event that the General Partner engages in any merger, consolidation or other
combination with or into another Person in which securities of the General
Partner are being issued, acquired, converted or exchanged, which results in the
holders of Bradley common stock ("BRADLEY COMMON STOCK") receiving cash,
securities or other property (a "TRANSACTION"), the General Partner may amend
the provisions of the Partnership Agreement in any respect in connection with
such Transaction (regardless of whether the amendment alters or changes the
distributions to a Limited Partner or a Limited Partner's Redemption Rights)
without obtaining the consent of any Limited Partner; PROVIDED THAT in
connection with the Transaction, the Limited Partners are offered the
opportunity to receive for each Unit held by them an amount of cash, securities,
or other property equal to the product of the Conversion Factor (as defined
prior to this Amendment) and the amount of cash, securities or other property,
if any, paid to a holder of one share of Bradley Common Stock as a result of the
Transaction;

         WHEREAS, Bradley has entered into an Agreement and Plan of Merger (the
"MERGER AGREEMENT"), dated as of May 15, 2000, with Heritage Property Investment
Trust, Inc., a Maryland corporation ("HERITAGE"), and Heritage-Austen
Acquisition, Inc., a Maryland corporation ("HERITAGE SUB"), pursuant to which
Bradley will merge (the "MERGER") with and into Heritage Sub, with Heritage Sub
as the surviving corporation in the Merger and becoming the General Partner of
the Partnership;

         WHEREAS, pursuant to the terms of the Merger Agreement, at the
effective time of the Merger, each of the issued and outstanding shares of
Bradley Common Stock will automatically be converted into the right to receive
$22.00 per share in cash (the "COMMON STOCK PURCHASE PRICE");

         WHEREAS, as contemplated by the Merger Agreement, prior to the date
hereof, Heritage has offered to purchase (the "COMMON UNIT OFFER") all of the
Common Units


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held by the Limited Partners at a purchase price of $22.00 per share,
representing the product of the Conversion Factor (i.e., 1.0) and the Common
Stock Purchase Price;

         WHEREAS, as a result of the Common Unit Offer, the Limited Partners
have been offered the opportunity to receive for each Unit held by them an
amount of cash, securities or other property equal to the product of the
Conversion Factor and the amount of cash, securities, or other property, if any,
paid to a holder of one share of Bradley Common Stock in the Merger; and

         WHEREAS, in accordance with Section 17.2 of the Partnership Agreement,
the General Partner desires by this Amendment to amend the Partnership Agreement
to provide for certain amendments to the Partnership Agreement required by the
Merger Agreement to take effect at the Effective Time (as defined in the Merger
Agreement);

         WHEREAS, pursuant to Section 4.4 of the Amendment to the Partnership
Agreement, dated August 6, 1998, upon consummation of the Merger, all of the
Series A Units outstanding shall convert into the number of Common Units
issuable upon conversion of such Series A Preferred Units immediately prior to
the consummation of the Merger.

         NOW THEREFORE, the Partnership Agreement is hereby amended as follows:

         1. PARTNERSHIP AGREEMENT DEFINITIONS. Section 1.1 of the Partnership
Agreement is hereby amended by (a) adding the following definitions to such
Section 1.1 and (b) in the case of those terms defined below which are already
defined in the Partnership Agreement, replacing such definitions with the
following new definitions of such terms:

         "ACCOUNTANTS" shall mean the firm or firms of independent certified
public accountants, selected by the General Partner on behalf of the Partnership
to audit the books and records of the Partnership and to prepare statements and
reports in connection therewith, which Accountants may be the independent
certified public accountants of Heritage.

         "ADJUSTED CAPITAL ACCOUNT" shall mean the Capital Account maintained
for each Partner (i) increased by any amounts which such Partner is obligated to
restore pursuant to any provision of this Agreement or the penultimate sentences
of Treas. Reg.ss.ss.1.704-2(g)(1) and 1.704-2(i)(5), and (ii) decreased by the
items described in Treas. Reg.ss. 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The
foregoing definition of Adjusted Capital Account is intended to comply with the
provisions of Treas. Reg.ss. 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.

         "ADMINISTRATIVE EXPENSES" shall mean (i) all administrative and
operating costs and expenses incurred by the Partnership, (ii) those
administrative costs and expenses of Heritage or the General Partner, including,
without limitation, salaries paid to officers of Heritage or the General
Partner, accounting and legal expenses, the costs and expenses of


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preparing reports required to be filed by Heritage or the General Partner or
distributed to the holders of Units or other Partnership Interests in the
Partnership or to the stockholders of Heritage or the General Partner and the
costs and expenses incurred in complying with applicable laws, in all cases that
are undertaken by Heritage or the General Partner on behalf of, or for the
benefit of, the Partnership, and (iii) such costs and expenses incurred by
Heritage or the General Partner in raising or maintaining capital of Heritage or
the General Partner that Heritage in good faith determines is necessary or
appropriate to be applied, raised, used or maintained for the benefit of the
Partnership.

         "ANNUAL VALUATION REPORT" shall have the meaning ascribed to such term
in Section 3.2A hereof.

         "BRADLEY GROUP" shall mean Heritage Sub, the Partnership, the Financing
Partnership, the Financing Corporation and any other Entity in which one or more
other members of the Bradley Group has or will have a direct or indirect
interest of 50% or more (by vote or value).

         "CASH AMOUNT" shall mean an amount of cash equal to the amount (or
portion thereof) of any distribution which has not been paid to the Redeeming
Partner pursuant to Section 8.4 for any prior period, PLUS the product of (i)
the Common Unit Market Value on the Valuation Date, MULTIPLIED BY (ii) the
number of Common Units set forth in the Redeeming Partner's Notice of
Redemption.

         "CHARTER" shall mean the Charter (as such term is defined in the
Maryland General Corporation Law) of Heritage, as it may be amended from time to
time.

         "COMMON STOCK" shall mean the shares of common stock, par value $0.001
per share, of Heritage.

         "COMMON UNIT MARKET VALUE" shall mean, on any date, (a) if the Common
Stock is not quoted or listed on the NASDAQ National Market or a national
securities exchange, the Fair Market Value of a Common Unit on such date, and
(b) if the Common Stock is quoted or listed on the NASDAQ National Market or a
national securities exchange, the product of (i) the average Closing Price for
the most recent ten (10) Trading Days ending on such date, MULTIPLIED BY (ii)
the Exchange Ratio, MULTIPLIED BY (iii) the Conversion Factor.

         "COMMON UNITS" shall mean Units other than Preferred Units, regardless
of whether the Units are GP Units or LP Units.

         "CONVERSION FACTOR" shall mean 1.0, provided that, during the period,
if any, that the Common Stock is quoted or listed on the NASDAQ National Market
or a national securities exchange, in the event Heritage (i) declares or pays a
dividend on its outstanding shares of Common Stock in shares of Common Stock or
makes a distribution to all holders of its outstanding Common Stock in shares of
Common Stock; (ii) subdivides its outstanding shares of Common Stock; or (iii)
combines its outstanding


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shares of Common Stock into a smaller number of shares of Common Stock, the
Conversion Factor shall be adjusted in the manner directed by the Board of
Directors of Heritage to prevent dilution or enlargement of the value of the
Common Units upon redemption. Any adjustment to the Conversion Factor shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event. Any determination by the Board of
Directors of Heritage, acting in good faith, with respect to the Conversion
Factor shall be final and binding upon the Partnership and the Limited Partners.

         "EXCHANGE RATIO" shall mean the exchange ratio to be initially fixed by
the Board of Directors of Heritage at the time the Common Stock becomes quoted
or listed on the NASDAQ National Market or a national securities exchange, which
ratio shall reflect, in the judgment of the Board of Directors of Heritage
consistently applied, the relative Fair Market Value of a Common Unit and the
initial offering price per share of Common Stock in Heritage's initial public
offering. Any determination by the Board of Directors of Heritage, acting in
good faith, with respect to the Exchange Ratio shall be final and binding upon
the Partnership and the Limited Partners.

         "FAIR MARKET VALUE" shall mean, with respect to a Common Unit, on any
date, the fair market value of a Common Unit on such date as determined in good
faith by the Board of Directors of Heritage, which determination shall be based
on the latest Annual Valuation Report for the fiscal year of the Partnership
immediately prior to the date of determination, adjusted, in the judgment of the
Board of Directors of Heritage consistently applied, to reflect the fair market
value of any properties acquired or disposed of since the date of such Annual
Valuation Report and changes in other non-real property assets or liabilities of
the Partnership since the date of such Annual Valuation Report.

         "FRACTIONAL SHARE CASH AMOUNT" shall mean an amount of cash equal to
the product of (i) the Common Unit Market Value on the Valuation Date,
MULTIPLIED BY (ii) the fractional Common Unit set forth in the Redeeming
Partner's Notice of Redemption, and MULTIPLIED BY (iii) the Conversion Factor.

         "GENERAL PARTNER" shall mean Heritage Sub, its duly admitted successors
and assigns and any other person who is a general partner at the time
referenced.

          "HERITAGE" shall mean Heritage Property Investment Trust, Inc., a
Maryland corporation.

          "HERITAGE SUB" shall mean Heritage-Austen Acquisition, Inc., a
Maryland corporation and surviving corporation of the Merger and a wholly-owned
subsidiary of Heritage.

         "MERGER" shall mean the merger of Bradley with and into Heritage Sub,
in which Heritage Sub shall be the surviving corporation, all in accordance with
the terms and conditions of the Merger Agreement.


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         "MERGER AGREEMENT" shall mean that certain Agreement and Plan of
Merger, dated as of May 15, 2000, by and among Heritage, Heritage Sub and
Bradley.

         "NET PROCEEDS" shall mean the net proceeds from the issuance by
Heritage or the General Partner of any shares of Common Stock or other class of
its capital stock after all underwriting discounts, brokerage commissions or
fees and other costs attributable to such issuance.

         "REDEMPTION PERIOD" shall mean (a) for as long as the Common Stock is
not quoted or listed on the NASDAQ National Market or a national securities
exchange, for each year, (i) the thirty (30) day period beginning on the date
that the General Partner delivers to the holders of the Common Units the Annual
Valuation Report with respect to the Partnership's prior fiscal year and (ii)
the thirty (30) day period beginning six months after the date that the General
Partner delivers to the holders of the Common Units the Annual Valuation Report
with respect to the Partnership's prior fiscal year, and (b) from and after the
date the Common Stock becomes quoted or listed on the NASDAQ National Market or
a national securities exchange, at any time (subject to customary black-out
periods established from time to time by the Board of Directors of Heritage,
which may include (1) a period of one-hundred and thirty-five (135) days
beginning on the closing of the initial public offering of Heritage during which
Limited Partners may not exercise their Redemption Right, and/or (2) subject to
clause (1) above, a period of one year beginning on the closing of the initial
public offering of Heritage during which Limited Partners may exercise their
Redemption Right and receive the Cash Amount but Heritage may not elect to pay
the REIT Shares Amount in connection with such redemption).

         "REIT SHARES AMOUNT" shall mean a number of shares of Common Stock
equal to the product of (i) the number of Common Units set forth in the
Redeeming Partner's Notice of Redemption, less the amount of any fractional
Common Unit, MULTIPLIED BY (ii) the Exchange Ratio, MULTIPLIED BY (iii) the
Conversion Factor.

         2. [Intentionally Omitted]

         3. ISSUANCE OF UNITS. Section 3.1 of the Partnership Agreement is
hereby amended by deleting subsection (E) in its entirety.

         4. REDEMPTION. Section 3.2 of the Partnership Agreement is hereby
amended by deleting such section in its entirety and inserting the following new
section in place thereof:

                  "3.2.    REDEMPTION RIGHT.

                           A. Beginning with the fiscal year of the Partnership
                  ending December 31, 2000 and until such time as the Common
                  Stock shall be quoted or listed on the NASDAQ National Market
                  or a national securities exchange, Heritage shall cause a


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                  valuation report of the assets and liabilities of the
                  Partnership (an "ANNUAL VALUATION REPORT") to be prepared and
                  delivered to the holders of the Common Units. For each fiscal
                  year of the Partnership, such Annual Valuation Report shall be
                  delivered to the holders of Common Units no later than one
                  hundred and twenty (120) days following the end of the
                  Partnership's fiscal year.

                           B. Subject to Sections 3.2.C and 3.2.D, beginning
                  after the delivery by the General Partner to the holders of
                  Common Units of an Annual Valuation Report following the
                  fiscal year of the Partnership ended December 31, 2000 and
                  each year thereafter, during a Redemption Period, each Limited
                  Partner, other than the General Partner, shall have the right
                  (the "REDEMPTION RIGHT") to require the Partnership to redeem
                  on a Specified Redemption Date all or a portion of the Common
                  Units held by such Limited Partner for an amount equal to the
                  Cash Amount, which shall be paid by the Partnership. The
                  Redemption Right shall be exercised pursuant to a Notice of
                  Redemption delivered to the Partnership (with a copy to the
                  General Partner) by the Limited Partner who is exercising the
                  redemption right (the "REDEEMING PARTNER"); PROVIDED, HOWEVER,
                  that the Partnership shall not be obligated to satisfy such
                  Redemption Right if Heritage elects to purchase the Common
                  Units subject to the Notice of Redemption pursuant to Section
                  3.2.C. Effective as of the Specified Redemption Date, the
                  Redeeming Partner shall not receive any dividends or
                  distributions with respect to any Common Units so redeemed.
                  The Transferee of any Limited Partner may exercise the rights
                  of such Limited Partner pursuant to this Section 3.2, and such
                  Limited Partner shall be deemed to have assigned such rights
                  to such Transferee and shall be bound by the exercise of such
                  rights by such Transferee. In connection with any exercise of
                  such rights by such Transferee on behalf of such Limited
                  Partner, the Cash Amount shall be paid by the Partnership or
                  Heritage, as the case may be, directly to such Transferee and
                  not to such Limited Partner.

                           C. Notwithstanding the provisions of Section 3.2.B, a
                  Limited Partner that exercises the Redemption Right shall be
                  deemed to have offered to sell the number of Common Units set
                  forth in the Notice of Redemption to Heritage, and Heritage
                  may, in its sole and absolute discretion, elect to purchase
                  directly and acquire such Common Units by paying to the
                  Redeeming Partner the Cash Amount or, if the Common Stock is
                  quoted or listed on the NASDAQ National Market or a national
                  securities exchange, the REIT Shares Amount and the Fractional
                  Share Cash Amount, as elected by Heritage (in its sole and
                  absolute discretion), on the Specified Redemption Date,


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                  whereupon on such date Heritage shall acquire the Common Units
                  offered for redemption by the Redeeming Partner and shall be
                  treated for all purposes of this Agreement as the owner of
                  such Common Units. If Heritage shall elect to exercise its
                  right to purchase Common Units under this Section 3.2.C with
                  respect to a Notice of Redemption, it shall so notify the
                  Redeeming Partner within five (5) Trading Days after the
                  receipt by the General Partner of such Notice of Redemption.
                  If Heritage (in its sole and absolute discretion) elects not
                  to exercise its right to purchase Common Units from the
                  Redeeming Partner pursuant to this Section 3.2.C, neither
                  Heritage nor the General Partner shall have any obligation to
                  the Redeeming Partner or the Partnership with respect to the
                  Redeeming Partner's exercise of the Redemption Right, and the
                  Partnership shall be required to pay the Redeeming Partner the
                  Cash Amount in accordance with the provisions of Section
                  3.2.B. In the event Heritage shall exercise its right to
                  purchase Common Units with respect to the exercise of a
                  Redemption Right as described in the first sentence of this
                  Section 3.2.C, the Partnership shall have no obligation to pay
                  any amount to the Redeeming Partner with respect to such
                  Redeeming Partner's exercise of such Redemption Right, and
                  each of the Redeeming Partner, the Partnership and the General
                  Partner, as the case may be, shall treat the transaction
                  between Heritage and the Redeeming Partner for federal income
                  tax purposes as a sale of the Redeeming Partner's Common Units
                  to Heritage. Each Redeeming Partner agrees to execute such
                  documents as Heritage and the General Partner may reasonably
                  require in connection with the issuance of shares of Common
                  Stock by Heritage upon exercise of the Redemption Right.

                           D. Notwithstanding the provisions of Section 3.2.B
                  and Section 3.2.C, (i) a Limited Partner shall not be entitled
                  to exercise the Redemption Right pursuant to Section 3.2.B if
                  the delivery of shares of Common Stock to such Partner on the
                  Specified Redemption Date pursuant to Section 3.2.C would be
                  prohibited under or violate any provision of the Charter of
                  Heritage or would violate any federal or state securities laws
                  and (ii) a Limited Partner shall not have the right to
                  exercise the Redemption Right pursuant to Section 3.2.B if in
                  the opinion of counsel for Heritage, Heritage or the General
                  Partner would, as a result thereof, no longer qualify (or if
                  there is a material risk that Heritage or the General Partner
                  no longer would qualify) as a REIT or a REIT-qualified
                  subsidiary.

                           E. A Limited Partner shall not be entitled to
                  exercise the Redemption Right with respect to any Preferred
                  Unit; but this Section 3.2.E shall not preclude the General


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                  Partner from amending this Agreement in connection with the
                  issuance or proposed issuance of Preferred Units pursuant to
                  Section 3.1.C so as to provide a right of holders hereof to
                  have such Preferred Units redeemed by the Partnership on terms
                  set forth in such amendment."

         5. CAPITAL ACCOUNT ADJUSTMENTS. Section 3.5 of the Partnership
Agreement is hereby amended by adding new subsection E as set forth below and
redesignating existing subsection E as subsection F:

            "E. The General Partner may make adjustments consistent with Treas.
         Reg. ss. 1.704-1(b)(2)(iv)(f) upon the occurrence of any event
         described in Treas. Reg.ss. 1.704-1(b)(2)(iv)(f)(5) and such
         adjustments, if made, shall be taken into account in calculating
         Capital Accounts, the allocation of book profits and losses and for
         all other applicable purposes hereunder."

         6.       ALLOCATIONS.
                  -----------

                  (a) Section 7.1 of the Partnership Agreement is hereby amended
by deleting such section in its entirety and replacing such section with the
following new Section 7.1:

         "7.1  GENERAL ALLOCATIONS OF PROFITS AND LOSSES.

            A. Except as provided in Sections 7.2, 7.3, 7.4 and 7.5 hereof
         (which shall be applied first), the Profits of the Partnership for each
         taxable year (or other fiscal period) shall be allocated as follows:

                     (i) first, to the General Partner to the extent that
         the cumulative Losses allocated to the General Partner pursuant to
         Section 7.1.B(ii) exceed the cumulative Profits allocated to the
         General Partner pursuant to this Section 7.1.A(i);

                     (ii) second, PRO RATA (based on the respective number
         of Preferred Units held by them) to the holders of the Preferred Units
         until the cumulative amount of Profits allocated pursuant to this
         clause (ii) equals their cumulative Priority Return through the end of
         the applicable year (whether or not distributed);

                     (iii) third, to the holders of Common Units to the
         extent that the cumulative Losses allocated to the holders of Common
         Units pursuant to Section 7.1.B(i) exceed the cumulative Profits
         allocated to the holders of Common Units pursuant to this Section
         7.1.A(iii); and


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                      (iv) thereafter, PRO RATA (based on the respective
         number of Common Units held by them) to the holders of Common Units.

            B. Except as provided in Sections 7.2, 7.3, 7.4 and 7.5 hereof
         (which shall be applied first), the Losses of the Partnership for each
         taxable year (or other fiscal period) shall be allocated as follows:

                      (i) first, PRO RATA (based on the respective number
         of Common Units held by them) to the holders of Common Units; PROVIDED,
         that Losses allocated to a holder of Common Units pursuant to this
         Section 7.1.B(i) shall not exceed the maximum amount of Losses that can
         be allocated without causing that holder of Common Units to have a
         negative Adjusted Capital Account balance; and

                      (ii) thereafter, one hundred percent (100%) to the General
         Partner."

         (b) Section 7.2 of the Partnership Agreement is hereby amended by
adding at the end thereof the following new subsection E:

            "E. QUALIFIED INCOME OFFSET. Any Partner who unexpectedly receives
         an adjustment, allocation or distribution described in Treas. Reg.ss.
         1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes a deficit in the
         Partner's Capital Account (adjusted as provided in Treas. Reg.ss.
         1.704-1(b)(2)(ii)(d)) shall be allocated items of income and gain in
         an amount and a manner sufficient to eliminate, to the extent required
         by the Treasury Regulations, such deficit balance as quickly as
         possible. This Section 7.2.E is intended to comply with the alternate
         test for economic effect set forth in Treas. Reg.ss.
         1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in a manner
         consistent therewith."

         (c) Section 7.3 of the Partnership Agreement is hereby amended by
adding at the end thereof the following new subsection C:

            "C. This Agreement shall be construed so as to comply with the
         requirements of Code Section 514(c)(9)(E) and the Treasury Regulations
         promulgated thereunder, and all interpretations of this Agreement
         shall be made accordingly."

         7. GENERAL PARTNER DEFICIT RESTORATION OBLIGATION. Article 7 of the
Partnership Agreement is hereby amended by adding at the end thereof the
following new Section 7.6:

            "7.6 DEFICIT RESTORATION. In the event the General Partner's
         interest in the Partnership is "liquidated" within the meaning of
         Treas. Reg. ss. 1.704-1(b)(2)(ii)(g) (including, without limitation,


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         upon the liquidation of the Partnership) and the General Partner's
         Capital Account has a deficit balance after giving effect to all
         contributions, distributions and allocations for all taxable years,
         including the year during which such liquidation occurs, the General
         Partner shall contribute to the capital of the Partnership the amount
         necessary to restore such deficit balance to zero in compliance with
         Treas. Reg.ss.1.704-1(b)(2)(ii)(B)(3)."

         8. DISTRIBUTIONS TO PARTNERS. Section 8.4 of the Partnership Agreement
is hereby amended by deleting such section in its entirety and replacing such
section with the following new Section 8.4:

            "8.4 DISTRIBUTIONS TO PARTNERS. Except as provided in Section
         15.2, Operating Cash Flow and Capital Cash Flow with respect to any
         period shall be distributed to the Partners at such time or times as
         the General Partner shall determine consistent with the following order
         of priority:

                 A. first, PRO RATA (based on the respective number of Preferred
         Units held by them) to the holders of the Preferred Units until they
         have received aggregate distributions under this Section 8.4.A equal
         to the amount of their cumulative Priority Return; and

                  B. thereafter, PRO RATA (based on the respective number of
         Common Units held by them) to the holders of Common Units;
         PROVIDED, that, for each of the fiscal quarters during the three (3)
         year period commencing on the effective date of the Merger, after the
         distributions specified in Section 8.4.A have been made, and subject to
         the Partnership being permitted by the Act to pay such distribution,
         the holders of Common Units shall receive a quarterly distribution
         under this Section 8.4.B of at least $0.38 per Common Unit."

         9. SPECIAL DISTRIBUTIONS. Section 8.9 of the Partnership Agreement is
hereby amended by deleting such section in its entirety.

         10. LIQUIDATION. Section 15.2 of the Partnership Agreement is hereby
amended by deleting subsection C in its entirety and replacing such section with
the following new subsection C:

               "C. After paying such debts and providing for such reserves, and
               after application of all allocations required by Section 7, the
               General Partner or the liquidating trustee, as the case may be,
               shall cause the remaining net assets of the Partnership to be
               distributed to and among the Partners PRO RATA in accordance with
               their positive Capital Account balances as required by Treas.
               Reg.ss.1.704-1(b)(2)(ii)(b)(2)."


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         11. NOTICES Section 19.1 of the Partnership Agreement is hereby amended
by deleting such section in its entirety and replacing such section with the
following new Section 19.1:

                  "19.1 NOTICES. Any notice, election or other communication
                  provided for or required by this Agreement shall be in writing
                  and shall be deemed to have been given when delivered by
                  telecopy or other facsimile transmission (confirmed by any of
                  the methods that follow) or by hand, the first business day
                  after sent by overnight courier (such as Federal Express), or
                  on the second business day after deposit in the United States
                  Mail, certified or registered, return receipt requested,
                  postage prepaid, properly addressed to the Partner to whom
                  such notice is intended to be given at the address for the
                  Partner set forth on EXHIBIT A, or at such other address as
                  such person may have previously furnished or may subsequently
                  furnish in writing to the Partnership and each Partner. A copy
                  of all such notices also should be sent to the General Partner
                  and addressed as follows:

                  General Partner:  Heritage-Austen Acquisition, Inc.
                                    c/o Heritage Property Investment Trust, Inc.
                                    535 Boylston Street
                                    Boston, MA 02116
                                    Attention:  Thomas Prendergast, President
                                    Fax No. (617) 267-4557

                  With copy to:     Victor J. Paci, Esq.
                                    Bingham Dana LLP
                                    150 Federal Street
                                    Boston, MA 02110
                                   Fax No. (617) 951-8736"

         12. REFERENCES TO GENERAL PARTNER. For purposes of the Partnership
Agreement, references to the term "General Partner" in Section 8.2(iv), 8.5(B)
(second reference only), 9.6(A)(i), 9.6(B) and 12.2(C)(a) shall be deemed to
refer to Heritage or the General Partner, as the case may be.

         13. EXCHANGE RIGHTS.

                  (a) Section 9(a) of the Amendment to the Second Restated
Agreement of Limited Partnership Agreement Relating to 8.875% Series B
Cumulative Redeemable Perpetual Preferred Units is hereby amended by replacing
the phrase "8.875% Series B Cumulative Redeemable Preferred Stock of the General
Partner" with the phrase "8.875% Series B Cumulative Redeemable Preferred Stock
of Heritage"


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<PAGE>


                  (b) Section 9(a) of the Amendment to the Second Restated
Agreement of Limited Partnership Agreement Relating to 8.875% Series C
Cumulative Redeemable Perpetual Preferred Units is hereby amended by replacing
the phrase "8.875% Series C Cumulative Redeemable Preferred Stock of the General
Partner" with the phrase "8.875% Series C Cumulative Redeemable Preferred Stock
of Heritage".

         14. NO OTHER AMENDMENTS. Except as provided herein, all other terms of
the Partnership Agreement shall remain in full force and effect.












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         15. IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written.

                              BRADLEY REAL ESTATE, INC.



                              By: /s/ Thomas P. D'Arcy
                                 -----------------------------------------
                                 Name:  Thomas P. D'Arcy
                                 Title: President and Chief Executive Officer


















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