<PAGE>

                                                                   EXHIBIT 10.13

                                 PROMISSORY NOTE

                                  DEFINED TERMS

<Table>
==============================================================================================================
<S>                                                      <C>
EXECUTION DATE: As of December 14, 1999                  CITY AND STATE OF SIGNING: Boston, Massachusetts
--------------------------------------------------------------------------------------------------------------
LOAN AMOUNT: TWELVE MILLION EIGHT HUNDRED                INTEREST RATE:      7.83 % per annum
THOUSAND AND 00/100 DOLLARS ($12,800,000.00)
--------------------------------------------------------------------------------------------------------------
BORROWER: HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, and NH
HERITAGE LIMITED PARTNERSHIP, a New Hampshire limited partnership, jointly and severally
--------------------------------------------------------------------------------------------------------------
BORROWER'S ADDRESS: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
HOLDER: METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
--------------------------------------------------------------------------------------------------------------
HOLDER'S ADDRESSES:

            200 Park Avenue 12th Floor
            New York, New York 10166
            Attention: Senior-Vice President, and

            2400 Lakeview Parkway, Suite 400
            Alpharetta, GA 30005
            Attention: Vice President
--------------------------------------------------------------------------------------------------------------
MATURITY DATE: December 1, 2009                          ADVANCE DATE: DECEMBER __, 1999
--------------------------------------------------------------------------------------------------------------
INTEREST ONLY PERIOD: The period from the Advance        PRINCIPAL AND INTEREST INSTALLMENT DATE: February 1,
Date and ending on the last day of the month in which    2000
the Advance Date occurs.
--------------------------------------------------------------------------------------------------------------
MONTHLY INSTALLMENT: Equal monthly installments of       PERMITTED PREPAYMENT PERIOD: During the 90 day
principal and interest at the Interest Rate each in      period prior to the Maturity Date, Borrower may
the amount of $97,355.34                                 prepay the Loan without a Prepayment Fee on 30 days
                                                         prior written notice. In addition, commencing on
The Monthly Installment is based upon an amortization    the first day of the sixtieth (60th) month
period of 25 years.                                      following the Advance Date, Borrower may prepay the
                                                         Loan with a Prepayment Fee on 60 days prior written
                                                         notice.
--------------------------------------------------------------------------------------------------------------
LIABLE PARTIES: HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, NH
HERITAGE LIMITED PARTNERSHIP, A New Hampshire limited partnership, and HERITAGE PROPERTY INVESTMENT
TRUST, INC., A Maryland corporation
ADDRESSES OF LIABLE PARTIES: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
LATE CHARGE: An amount equal to four cents ($.04) for each dollar that is overdue.
DEFAULT RATE: An annual rate equal to the Interest Rate plus four percent (4%).
--------------------------------------------------------------------------------------------------------------
NOTE: This Promissory Note. MORTGAGE: Mortgage, Security Agreement, and Fixture Filing dated as of the
Execution Date granted by Borrower to the Holder. LOAN DOCUMENTS: This Note, the Mortgage, and any other
documents related to this Note and/or the Mortgage (excluding the Additional Loan Documents [as defined in
the Mortgage]) and all renewals, amendments, modifications, restatements and extensions of these documents.
GUARANTY: Guaranty dated as of the Execution Date and executed by Liable Parties. INDEMNITY AGREEMENT:
Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower in favor of Holder.

THE UNSECURED INDEMNITY AGREEMENT AND GUARANTY ARE NOT LOAN DOCUMENTS AND SHALL SURVIVE REPAYMENT OF
THE LOAN OR OTHER TERMINATION OF THE LOAN DOCUMENTS.
==============================================================================================================
</Table>


                                     Page 1
<Page>

      FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder at
Holder's Address or such other place as Holder may from time to time designate,
the Loan Amount with interest payable in the manner described below, in money of
the United States of America that at the time of payment shall be legal tender
for payment of all obligations.

      Capitalized terms which are not defined in this Note shall have the
meanings set forth in the Mortgage.

            1. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest under
this Note shall be payable as follows:

                  (a) Interest on the funded portion of the Loan Amount shall
accrue from the Advance Date at the Interest Rate and shall be paid on the first
day of the first calendar month following the Advance Date;

                  (b) Commencing on the Principal and Interest Installment Date
and on the first day of each calendar month thereafter, to and including the
first day of the calendar month immediately preceding the Maturity Date,
Borrower shall pay the Monthly Installment; and

                  (c) On the Maturity Date, a final payment in the aggregate
amount of the unpaid principal sum evidenced by this Note, all accrued and
unpaid interest, and all other sums evidenced by this Note or secured by the
Mortgage and/or any other Loan Documents as well as any future advances under
the Mortgage that may be made to or on behalf of Borrower by Holder following
the Advance Date (collectively, the "SECURED INDEBTEDNESS"), shall become
immediately payable in full.

      Borrower acknowledges and agrees that a substantial portion of the
original Loan Amount shall be outstanding and due on the Maturity Date.

      Interest shall be calculated on the basis of a thirty (30) day month and a
three hundred sixty (360) day year, except that (i) if the Advance Date occurs
on a date other than the first day of a calendar month, interest payable for the
period commencing on the Advance Date and ending on the last day of the month in
which the Advance Date occurs shall be calculated on the basis of the actual
number of days elapsed over a 365 day or 366 day year, as applicable, and (ii)
if the Maturity Date occurs on a date other than the last day of the month,
interest payable for the period commencing on the first day of the month in
which the Maturity Date occurs and ending on the Maturity Date shall be
calculated on the basis of the actual number of days elapsed over a 365 day or
366 day year, as applicable.

            2. APPLICATION OF PAYMENTS. At the election of Holder, and to the
extent permitted by law, all payments shall be applied in the order selected by
Holder to any expenses, prepayment fees, late charges, escrow deposits and other
sums due and payable under the Loan Documents, and to unpaid interest at the
Interest Rate or at the Default Rate, as applicable. The balance of any payments
shall be applied to reduce the then unpaid Loan Amount. If Holder applies a
payment to other than principal or interest, Holder shall notify Borrower as to
how the payment was applied

            3. SECURITY. The covenants of the Mortgage are incorporated by
reference into this Note. This Note shall evidence, and the Mortgage shall
secure, the Secured Indebtedness.

            4. LATE CHARGE. If any payment of interest, any payment of a Monthly
Installment or any payment of a required escrow deposit is not paid within 10
days of the due date, Holder shall have the option to charge Borrower the Late
Charge. The Late Charge is for the purpose of defraying the expenses incurred in
connection with handling and processing delinquent payments and is payable in
addition to any other remedy Holder may have. Unpaid Late Charges shall become
part of the Secured Indebtedness and shall be added to any subsequent payments
due under the Loan Documents.


                                     Page 2
<Page>

            5. ACCELERATION UPON DEFAULT. At the option of Holder, if Borrower
fails to pay any sum specified in this Note within 10 days of the due date, or
if an Event of Default occurs, the Secured Indebtedness, and all other sums
evidenced and/or secured by the Loan Documents, including without limitation any
applicable prepayment fees (collectively, the "ACCELERATED LOAN AMOUNT") shall
become immediately due and payable upon written notice to Borrower.

            6. INTEREST UPON DEFAULT. The Accelerated Loan Amount shall bear
interest at the Default Rate which shall never exceed the maximum rate of
interest permitted to be contracted for under the laws of the State. The Default
Rate shall commence upon the occurrence of an Event of Default and shall
continue until all defaults are cured.

            7. LIMITATION ON INTEREST. The agreements made by Borrower with
respect to this Note and the other Loan Documents are expressly limited so that
in no event shall the amount of interest received, charged or contracted for by
Holder exceed the highest lawful amount of interest permissible under the laws
applicable to the Loan. If at any time performance of any provision of this Note
or the other Loan Documents results in the highest lawful rate of interest
permissible under applicable laws being exceeded, then the amount of interest
received, charged or contracted for by Holder shall automatically and without
further action by any party be deemed to have been reduced to the highest lawful
amount of interest then permissible under applicable laws. If Holder shall ever
receive, charge or contract for, as interest, an amount which is unlawful, at
Holder's election, the amount of unlawful interest shall be refunded to Borrower
(if actually paid) or applied to reduce the then unpaid Loan Amount. To the
fullest extent permitted by applicable laws, any amounts contracted for, charged
or received under the Loan Documents included for the purpose of determining
whether the Interest Rate would exceed the highest lawful rate shall be
calculated by allocating and spreading such interest to and over the full stated
term of this Note.

            8. PREPAYMENT. Borrower shall not have the right to prepay all or
any portion of the Loan Amount at any time during the term of this Note except
as expressly set forth in the Defined Terms. If Borrower provides notice of its
intention to prepay, the Accelerated Loan Amount shall become due and payable on
the date specified in the prepayment notice.

            9. PREPAYMENT FEE. (a) Any tender of payment by Borrower or any
other person or entity of the Secured Indebtedness, other than as expressly
provided in the Loan Documents, shall constitute a prohibited prepayment. If a
prepayment of all or any part of the Secured Indebtedness is made following (i)
an Event of Default and an acceleration of the Maturity Date, (ii) the
application of money to the principal of the Loan alter a casualty or
condemnation, or (iii) in connection with a purchase of the Property or a
repayment of the Secured Indebtedness at any time before, during or after, a
judicial or non-judicial foreclosure or sale of the Property, then to compensate
Holder for the loss of the investment, Borrower shall pay an amount equal to the
Prepayment Fee (as hereinafter defined).

            (b) The "PREPAYMENT FEE" shall be the greater of (A) the Prepayment
Ratio (as hereinafter defined) multiplied by the difference between (x) and (y),
where (x) is the present value of all remaining payments of principal and
interest including the outstanding principal due on the Maturity Date,
discounted at the rate which, when compounded monthly, is equivalent to the
Treasury Rate compounded semi-annually, and (y) is the amount of the principal
then outstanding, or (B) one percent (1%) of the amount of the principal being
prepaid.

            (c) The "TREASURY RATE" shall be the annualized yield on securities
issued by the United States Treasury having a maturity equal to the remaining
stated term of this Note, as quoted in the FEDERAL RESERVE STATISTICAL RELEASE
[H. 15 (519)] under the heading "U.S. Government Securities - Treasury Constant
Maturities" for the date on which prepayment is being made. If this rate is not
available as of the date of prepayment, the Treasury Rate shall be determined by
interpolating between the yield on securities of the next longer and next
shorter maturity. If the Treasury Rate is no longer published. Holder shall
select a comparable rate. Holder will, upon request, provide an estimate of the
amount of the Prepayment Fee two weeks before the date of the scheduled
prepayment.


                                     Page 3
<Page>

            (d) The "PREPAYMENT RATIO" shall be a fraction, the numerator of
which shall be the amount of principal being prepaid, and the denominator of
which shall be the principal then outstanding.

            10. WAIVER OF RIGHT TO PREPAY NOTE WITHOUT PREPAYMENT FEE. Borrower
acknowledges that Holder has relied upon the anticipated investment return under
this Note in entering into transactions with, and in making commitments to,
third parties and that the tender of any prohibited prepayment, shall, to the
extent permitted by law, include the Prepayment Fee. Borrower agrees that the
Prepayment Fee represents the reasonable estimate of Holder and Borrower of a
fair average compensation for the loss that may be sustained by Holder as a
result of a prohibited prepayment of this Note and it shall be paid without
prejudice to the right of Holder to collect any other amounts provided to be
paid under the Loan Documents.

            BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER FLORIDA
LAW TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON
ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY
REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF
THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY BORROWER
UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER
ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE MORTGAGE,
THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT FEE
SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE, BORROWER AGREES THAT HOLDER'S
AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN
THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.

            11. LIABILITY OF BORROWER. Upon the occurrence of an Event of
Default, except as provided in this Section 11, Holder will look solely to the
Property and the security under the Loan Documents and the Additional Loan
Documents, including without limitation the property encumbered by the
Additional Mortgages (as defined in the Mortgage), for the repayment of the Loan
and will not enforce a deficiency judgment against Borrower. However, nothing
contained in this section shall limit the rights of Holder to proceed against
Borrower and the general partners of Borrower and/or the Liable Parties, if any,
(i) to enforce any Leases entered into by Borrower or its affiliates as tenant,
guarantees, or other agreements entered into by Borrower in a capacity other
than as borrower or any policies of insurance; (ii) to recover damages for
fraud, material misrepresentation, material breach of warranty or waste; (iii)
to recover any Condemnation Proceeds or Insurance Proceeds or other similar
funds which have been misapplied by Borrower or which, under the terms of the
Loan Documents, should have been paid to Holder; (iv) to recover any tenant
security deposits, tenant letters of credit or other deposits or fees paid to
Borrower that are part of the collateral for the Loan or prepaid rents for a
period of more than 30 days which have not been delivered to Holder; (v) to
recover Rents and Profits received by Borrower after the first day of the month
in which an Event of Default occurs and prior to the date Holder acquires title
to the Property which have not been applied to the Loan or in accordance with
the Loan Documents to operating and maintenance expenses of the Property; (vi)
to recover damages, costs and expenses arising from, or in connection with
Article VI of the Mortgage pertaining to hazardous materials or the Indemnity
Agreement; (vii) to recover all amounts due and payable pursuant to Sections
11.06 and 11.07 of the Mortgage in connection with clauses (i) through (vi) or
(viii) of this Section 11; and/or (viii) to recover damages arising from
Borrower's failure to comply with Section 8.01 of the Mortgage pertaining to
ERISA.

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that (a) prior to the
repayment of the Secured Indebtedness, Borrower commences a voluntary bankruptcy
or insolvency proceeding, or (b) an involuntary bankruptcy or insolvency
proceeding is commenced against Borrower by a party related to or affiliated
with Borrower, or (c) an involuntary bankruptcy or insolvency proceeding is
commenced against Borrower by a third party who is induced, encouraged, or
solicited by Borrower (or by any party related to or affiliated with Borrower)
to commence an involuntary bankruptcy or insolvency proceeding. In addition,
this agreement shall not waive any rights which Holder would have under


                                     Page 4
<Page>

any provisions of the U.S. Bankruptcy Code to file a claim for the full amount
of the Secured Indebtedness or to require that the Property shall continue to
secure all of the Secured Indebtedness.

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that Borrower commits a
default under Sections 10.01 or 10.02 of the Mortgage.

      In the event that Holder waives the requirement of Section 2.05 of the
Mortgage with respect to the deposits of Premiums, the limitation of liability
set forth in this Section 11 shall not apply and the Loan shall be recourse to
the extent necessary to permit Holder to recover from Borrower any obligations
not paid by or on behalf of Borrower for which a Premium deposit was not
required.

      In the event that Holder waives the requirement of Section 2.05 of the
Mortgage with respect to the deposits of Impositions, the limitation of
liability set forth in this Section 11 shall not apply and the Loan shall be
recourse to the extent necessary to permit the Holder to recover from Borrower
any and all unpaid Impositions with respect to the Property (i) with respect to
fiscal years prior to the fiscal year in which Borrower is actually required to
commence making Imposition deposits and (ii) Impositions for the Property with
respect to the fiscal year in which Borrower is actually required to commence
making Imposition deposits but only for that portion of such fiscal year
preceding the month in which Borrower is actually required to commence making
Imposition deposits.

            12. WAIVER BY BORROWER. Borrower and others who may become liable
for the payment of all or any part of this Note, and each of them, waive
diligence, demand, presentment for payment, notice of nonpayment, protest,
notice of dishonor and notice of protest, notice of intent to accelerate and
notice of acceleration and specifically consent to and waive notice of any
amendments, modifications, renewals or extensions of this Note, including the
granting of extension of time for payment, whether made to or in favor of
Borrower or any other person or persons.

            13. EXERCISE OF RIGHTS. No single or partial exercise by Holder, or
delay or omission in the exercise by Holder, of any right or remedy under the
Loan Documents shall waive or limit the exercise of any such right or remedy.
Holder shall at all times have the right to proceed against any portion of or
interest in the Property in the manner that Holder may deem appropriate, without
waiving any other rights or remedies. The release of any party under this Note
shall not operate to release any other party which is liable under this Note
and/or under the other Loan Documents or under the Unsecured Indemnity
Agreement.

            14. FEES AND EXPENSES. If Borrower defaults under this Note, subject
to Section 11, Borrower shall be personally liable for and shall pay to Holder,
in addition to the sums stated above, the costs and expenses of enforcement and
collection, including a reasonable sum as an attorneys fee.

            15. NO AMENDMENTS. This Note may not be modified or amended except
in a writing executed by Borrower and Holder. No waivers shall be effective
unless they are set forth in a writing signed by the party which is waiving a
right. This Note and the other Loan Documents are the final expression of the
lending relationship between Borrower.

            16. GOVERNING LAW. This Note is to be construed and enforced in
accordance with the laws of the State.

            17. CONSTRUCTION. The words "Borrower" and "Holder" shall be deemed
to include their respective heirs, representatives, successors and assigns, and
shall denote the singular and/or plural, and the masculine and/or feminine, and
natural and/or artificial persons, as appropriate. The provisions of this Note
shall remain in full force and effect notwithstanding any changes in the
shareholders, partners or members of Borrower. If more than one party is
Borrower, the obligations of each party shall be joint and several. The captions
in this Note are inserted only for convenience of reference and do not expand,
limit or define the scope or intent of any section of this Note.


                                     Page 5
<Page>

            18. NOTICES. All notices, demands, requests and consents permitted
or required under this Note shall be given in the manner prescribed in the
Mortgage.

            19. TIME OF THE ESSENCE. Time shall be of the essence with respect
to all of Borrower's obligations under this Note.

            20. SEVERABILITY. If any provision of this Note should be held
unenforceable or void, then that provision shall be deemed separable from the
remaining provisions and shall not affect the validity of this Note, except that
if that provision relates to the payment of any monetary sum, then Holder may,
at its option, declare the Secured Indebtedness (together with the Prepayment
Fee) immediately due and payable.

            IN WITNESS WHEREOF, Borrower has executed this Note under seal as of
the Execution Date.

                                BORROWER:

Signed, sealed and delivered    HERITAGE PROPERTY INVESTMENT LIMITED
in the presence of:             PARTNERSHIP

                                By: HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                    a Maryland corporation, Sole General Partner
/s/ Louis C. Zicht
------------------------------      By /s/ Gary Widett
                                       ----------------------------------------
Louis C. Zicht
------------------------------         GARY WIDETT, SENIOR VICE PRESIDENT
[Print Name]


/s/ Cara A. DeLucia
------------------------------

Cara A. DeLucia
------------------------------
[Print Name]


Signed, sealed and delivered    NH HERITAGE LIMITED PARTNERSHIP
in the presence of:

                                By: HERITAGE PROPERTY INVESTMENT LIMITED
                                    PARTNERSHIP,
                                    a Delaware limited partnership,
                                    Sole General Partner
/s/ Louis C. Zicht
------------------------------      By:  HERITAGE PROPERTY INVESTMENT TRUST,
                                         INC., a Maryland corporation,
Louis C. Zicht                           Sole General Partner
------------------------------
[Print Name]                             By /s/ Gary Widett
                                            ------------------------------------

/s/ Cara A. DeLucia                         GARY WIDETT, SENIOR VICE PRESIDENT
------------------------------

Cara A. DeLucia
------------------------------
[Print Name]


                                     Page 6
<Page>

                                 PROMISSORY NOTE

                                  DEFINED TERMS

<Table>
==============================================================================================================
<S>                                                      <C>
EXECUTION DATE: As of December 14, 1999                  CITY AND STATE OF SIGNING: Boston, Massachusetts
--------------------------------------------------------------------------------------------------------------
LOAN AMOUNT: FORTY-NINE MILLION SIX HUNDRED              INTEREST RATE:     7.83 % per annum
THOUSAND AND 00/100 DOLLARS ($49,600,000.00)
--------------------------------------------------------------------------------------------------------------
BORROWER:  HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership and NH HERITAGE
LIMITED PARTNERSHIP, a New Hampshire limited partnership,jointly and severally
--------------------------------------------------------------------------------------------------------------
BORROWER'S ADDRESS: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
HOLDER: METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
--------------------------------------------------------------------------------------------------------------
HOLDER'S ADDRESSES:

            200 Park Avenue  12th Floor
            New York, New York 10166
            Attention: Senior-Vice President, and

            2400 Lakeview Parkway, Suite 400
            Alpharetta, GA 30005
            Attention: Vice President
--------------------------------------------------------------------------------------------------------------
MATURITY DATE: December 1, 2009                          ADVANCE DATE: December __, 1999
--------------------------------------------------------------------------------------------------------------
INTEREST ONLY PERIOD: The period from the advance        PRINCIPAL AND INTEREST INSTALLMENT DATE:
date and ending on the last day of the month in          February 1, 2000
which the advance date occurs.
--------------------------------------------------------------------------------------------------------------
MONTHLY INSTALLMENT: Equal monthly installments of       PERMITTED PREPAYMENT PERIOD: Durlng the 90 day
principal and interest at the Interest Rate each in      period prior to the Maturity Date, Borrower
the amount of $377,251.95                                may prepay the Loan without a Prepayment Fee on 30
                                                         days prior written notice. In addition, commencing on
The Monthly Installment is based upon                    the first day of the sixtieth (60th) month following
an amortization period of 25 years.                      the Advance Date, Borrower may prepay the loan with a
                                                         Prepayment Fee on 60 days prior written notice.
--------------------------------------------------------------------------------------------------------------
LIABLE PARTIES: HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, A Delaware limited partnership, NH
HERITAGE LIMITED PARTNERSHIP, A New Hampshire limited partnership, and HERITAGE PROPERTY INVESTMENT TRUST,
INC., A Maryland corporation
ADDRESSES OF LIABLE PARTIES: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
LATE CHARGE: An amount equal to four cents ($.04) for each dollar that is overdue.
DEFAULT RATE: An annual rate equal to the Interest Rate plus four percent (4%).
--------------------------------------------------------------------------------------------------------------
NOTE: This Promissory Note. DEED OF TRUST: Collectively, (a) that certain Deed of Trust, Security Agreement,
and Fixture Filing dated as of the Execution Date granted by Borrower to the Trustees named in the Deed of
Trust for the benefit of Holder encumbering certain property located in New Hanover County, North Carolina
(the "New Center Property"), (b) that certain Deed of Trust, Security Agreement, and Fixture Filing dated as
of the Execution Date granted by Borrower to the Trustees named in the Deed of Trust for the benefit of
Holder encumbering certain property located in Guilford County, North Carolina (the "Wendover Property") and
(c) that certain Deed of Trust, Security Agreement, and Fixture Filing dated as of the Execution Date
granted by Borrower to the Trustees named in the Deed of Trust for the benefit of Holder encumbering certain
property located in Pitt County, North Carolina (the "University Commons Property"). LOAN DOCUMENTS: This
Note, the Deed of Trust, the Additional Notes, the Additional Mortgages, the Additional Security Documents,
and any other documents related to this Note and/or the Deed of Trust and all renewals, amendments,
modifications, restatements and extensions of
==============================================================================================================
</Table>


                                     Page 1
<Page>

<Table>
<S>                                                      <C>
==============================================================================================================
these documents. GUARANTY: Guaranty dated as of the Execution Date and executed by Liable Parties.
INDEMNITY AGREEMENT: Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower
in favor of Holder. PROPERTY: Collectively, the New Center Property, the Wendover Property and the
University Commons Property.

THE UNSECURED INDEMNITY AGREEMENT AND GUARANTY ARE NOT LOAN DOCUMENTS AND SHALL SURVIVE REPAYMENT OF THE
LOAN OR OTHER TERMINATION OF THE LOAN DOCUMENTS.
==============================================================================================================
</Table>

      FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder at
Holder's Address or such other place as Holder may from time to time designate,
the Loan Amount with interest payable in the manner described below, in money of
the United States of America that at the time of payment shall be legal tender
for payment of all obligations.

      Capitalized terms which are not defined in this Note shall have the
meanings set forth in the Deed of Trust.

            1. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest under
this Note shall be payable as follows:

                  (a) Interest on the funded portion of the Loan Amount shall
accrue from the Advance Date at the Interest Rate and shall be paid on the first
day of the first calendar month following the Advance Date;

                  (b) Commencing on the Principal and Interest Installment Date
and on the first day of each calendar month thereafter, to and including the
first day of the calendar month immediately preceding the Maturity Date,
Borrower shall pay the Monthly Installment; and

                  (c) On the Maturity Date, a final payment in the aggregate
amount of the unpaid principal sum evidenced by this Note, all accrued and
unpaid interest, and all other sums evidenced by this Note or secured by the
Deed of Trust and/or any other Loan Documents as well as any future advances
under the Deed of Trust that may be made to or on behalf of Borrower by Holder
following the Advance Date (collectively, the "SECURED INDEBTEDNESS"), shall
become immediately payable in full.

         Borrower acknowledges and agrees that a substantial portion of the
original Loan Amount shall be outstanding and due on the Maturity Date.

      Interest shall be calculated on the basis of a thirty (30) day month and a
three hundred sixty (360) day year, except that (i) if the Advance Date occurs
on a date other than the first day of a calendar month, interest payable for the
period commencing on the Advance Date and ending on the last day of the month in
which the Advance Date occurs shall be calculated on the basis of the actual
number of days elapsed over a 365 day or 366 day year, as applicable, and (ii)
if the Maturity Date occurs on a date other than the last day of the month,
interest payable for the period commencing on the first day of the month in
which the Maturity Date occurs and ending on the Maturity Date shall be
calculated on the basis of the actual number of days elapsed over a 365 day or
366 day year, as applicable.

            2. APPLICATION OF PAYMENTS. At the election of Holder, and to the
extent permitted by law, all payments shall be applied in the order selected by
Holder to any expenses, prepayment fees, late charges, escrow deposits and other
sums due and payable under the Loan Documents, and to unpaid interest at the
Interest Rate or at the Default Rate, as applicable. The balance of any payments
shall be applied to reduce the then unpaid Loan Amount. If Holder applies a
payment to other than principal or interest, Holder shall notify Borrower as to
how the payment was applied.


                                     Page 2
<Page>

            3. SECURITY. The covenants of the Deed of Trust are incorporated by
reference into this Note. This Note shall evidence, and the Deed of Trust shall
secure, the Secured Indebtedness. This Note is also secured by the Additional
Mortgages and Additional Security Documents.

            4. LATE CHARGE. If any payment of interest, any payment of a Monthly
Installment or any payment of a required escrow deposit is not paid within 15
days of the due date, Holder shall have the option to charge Borrower the Late
Charge. The Late Charge is for the purpose of defraying the expenses incurred in
connection with handling and processing delinquent payments and is payable in
addition to any other remedy Holder may have. Unpaid Late Charges shall become
part of the Secured Indebtedness and shall be added to any subsequent payments
due under the Loan Documents.

            5. ACCELERATION UPON DEFAULT. At the option of Holder, if Borrower
fails to pay any sum specified in this Note within 10 days of the due date, or
if an Event of Default occurs, the Secured Indebtedness, and all other sums
evidenced and/or secured by the Loan Documents, including without limitation any
applicable prepayment fees (collectively, the "ACCELERATED LOAN AMOUNT") shall
become immediately due and payable upon written notice to Borrower.

            6. INTEREST UPON DEFAULT. The Accelerated Loan Amount shall bear
interest at the Default Rate which shall never exceed the maximum rate of
interest permitted to be contracted for under the laws of the State. The Default
Rate shall commence upon the occurrence of an Event of Default and shall
continue until all defaults are cured.

            7. LIMITATION ON INTEREST. The agreements made by Borrower with
respect to this Note and the other Loan Documents are expressly limited so that
in no event shall the amount of interest received, charged or contracted for by
Holder exceed the highest lawful amount of interest permissible under the laws
applicable to the Loan. If at any time performance of any provision of this Note
or the other Loan Documents results in the highest lawful rate of interest
permissible under applicable laws being exceeded, then the amount of interest
received, charged or contracted for by Holder shall automatically and without
further action by any party be deemed to have been reduced to the highest lawful
amount of interest then permissible under applicable laws. If Holder shall ever
receive, charge or contract for, as interest, an amount which is unlawful, at
Holders election, the amount of unlawful interest shall be refunded to Borrower
(if actually paid) or applied to reduce the then unpaid Loan Amount. To the
fullest extent permitted by applicable laws, any amounts contracted for, charged
or received under the Loan Documents included for the purpose of determining
whether the Interest Rate would exceed the highest lawful rate shall be
calculated by allocating and spreading such interest to and over the full stated
term of this Note.

            8. PREPAYMENT. Borrower shall not have the right to prepay all or
any portion of the Loan Amount at any time during the term of this Note except
as expressly set forth in the Defined Terms. If Borrower provides notice of its
intention to prepay, the Accelerated Loan Amount shall become due and payable on
the date specified in the prepayment notice.

            9. PREPAYMENT FEE. (a) Any tender of payment by Borrower or any
other person or entity of the Secured Indebtedness, other than as expressly
provided in the Loan Documents, shall constitute a prohibited prepayment. If a
prepayment of all or any part of the Secured Indebtedness is made following (i)
an Event of Default and an acceleration of the Maturity Date, (ii) the
application of money to the principal of the Loan after a casualty or
condemnation, or (iii) in connection with a purchase of the Property or a
repayment of the Secured Indebtedness at any time before, during or after, a
judicial or non-judicial foreclosure or sale of the Property, then to compensate
Holder for the loss of the investment, Borrower shall pay an amount equal to the
Prepayment Fee (as hereinafter defined).

                  (b) The "PREPAYMENT FEE" shall be the greater of (A) the
Prepayment Ratio (as hereinafter defined) multiplied by the difference between
(x) and (y), where (x) is the present value of all remaining payments of
principal and interest including the outstanding principal due on the Maturity
Date, discounted at the rate which,


                                     Page 3
<Page>

when compounded monthly, is equivalent to the Treasury Rate compounded
semi-annually, and (y) is the amount of the principal then outstanding, or (B)
one percent (1%) of the amount of the principal being prepaid.

               (c) The "TREASURY RATE" shall be the annualized yield on
securities issued by the United States Treasury having a maturity equal to the
remaining stated term of this Note, as quoted in the FEDERAL RESERVE STATISTICAL
RELEASE [H. 15 (519)] under the heading "U.S. Government Securities - Treasury
Constant Maturities" for the date on which prepayment is being made. If this
rate is not available as of the date of prepayment, the Treasury Rate shall be
determined by interpolating between the yield on securities of the next longer
and next shorter maturity. If the Treasury Rate is no longer published, Holder
shall select a comparable rate. Holder will, upon request, provide an estimate
of the amount of the Prepayment Fee two weeks before the date of the scheduled
prepayment.

               (d) The "PREPAYMENT RATIO" shall be a fraction, the numerator of
which shall be the amount of principal being prepaid, and the denominator of
which shall be the principal then outstanding.

            10. WAIVER OF RIGHT TO PREPAY NOTE WITHOUT PREPAYMENT FEE. Borrower
acknowledges that Holder has relied upon the anticipated investment return under
this Note in entering into transactions with, and in making commitments to,
third parties and that the tender of any prohibited prepayment, shall, to the
extent permitted by law, include the Prepayment Fee. Borrower agrees that the
Prepayment Fee represents the reasonable estimate of Holder and Borrower of a
fair average compensation for the loss that may be sustained by Holder as a
result of a prohibited prepayment of this Note and it shall be paid without
prejudice to the right of Holder to collect any other amounts provided to be
paid under the Loan Documents.

               BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER NORTH
CAROLINA LAW TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY,
UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR
ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY
ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY
DEFAULT BY BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY
TRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED
BY THE DEED OF TRUST, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE
PREPAYMENT FEE SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE, BORROWER AGREES
THAT HOLDER'S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM
SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND
AGREEMENT.

            11. LIABILITY OF BORROWER. Upon the occurrence of an Event of
Default, except as provided in this Section 11, Holder will look solely to the
Property and the security under the Loan Documents for the repayment of the Loan
and will not enforce a deficiency judgment against Borrower. However, nothing
contained in this section shall limit the rights of Holder to proceed against
Borrower and the general partners of Borrower and/or the Liable Parties, if any,
(i) to enforce any Leases entered into by Borrower or its affiliates as tenant,
guarantees, or other agreements entered into by Borrower in a capacity other
than as borrower or any policies of insurance; (ii) to recover damages for
fraud, material misrepresentation, material breach of warranty or waste; (iii)
to recover any Condemnation Proceeds or Insurance Proceeds or other similar
funds which have been misapplied by Borrower or which, under the terms of the
Loan Documents, should have been paid to Holder; (iv) to recover any tenant
security deposits, tenant letters of credit or other deposits or fees paid to
Borrower that are part of the collateral for the Loan or prepaid rents for a
period of more than 30 days which have not been delivered to Holder; (v) to
recover Rents and Profits received by Borrower after the first day of the month
in which an Event of Default occurs and prior to the date Holder acquires title
to the Property which have not been applied to the Loan or in accordance with
the Loan Documents to operating and maintenance expenses of the Property; (vi)
to recover damages, costs and expenses arising from, or in connection with
Article VI of the Deed of Trust pertaining to Hazardous Materials or the
Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to
Sections 11.06 and 11.07 of the Deed of Trust in connection with clauses (i)
through (vi) or (viii) of


                                     Page 4
<Page>

this Section 11: and/or (viii) to recover damages arising from Borrower's
failure to comply with Section 8.01 of the Deed of Trust pertaining to ERISA.

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that (a) prior to the
repayment of the Secured Indebtedness, Borrower commences a voluntary bankruptcy
or insolvency proceeding, or (b) an involuntary bankruptcy or insolvency
proceeding is commenced against Borrower by a party related to or affiliated
with Borrower, or (c) an involuntary bankruptcy or insolvency proceeding is
commenced against Borrower by a third party who is induced, encouraged, or
solicited by Borrower (or by any party related to or affiliated with Borrower)
to commence an involuntary bankruptcy or insolvency proceeding. In addition,
this agreement shall not waive any rights which Holder would have under any
provisions of the U.S. Bankruptcy Code to file a claim for the full amount of
the Secured Indebtedness or to require that the Property shall continue to
secure all of the Secured Indebtedness.

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that Borrower commits a
default under Sections 10.01 or 10.02 of the Deed of Trust.

      In the event that Holder waives the requirement of Section 2.05 of the
Deed of Trust with respect to the deposits of Premiums, the limitation of
liability set forth in this Section 11 shall not apply and the Loan shall be
recourse to the extent necessary to permit Holder to recover from Borrower any
obligations not paid by or on behalf of Borrower for which a Premium deposit was
not required.

      In the event that Holder waives the requirement of Section 2.05 of the
Deed of Trust with respect to the deposits of Impositions, the limitation of
liability set forth in this Section II shall not apply and the Loan shall be
recourse to the extent necessary to permit the Holder to recover from Borrower
any and all unpaid Impositions with respect to the Property (i) with respect to
fiscal years prior to the fiscal year in which Borrower is actually required to
commence making Imposition deposits and (ii) Impositions for the Property with
respect to the fiscal year in which Borrower is actually required to commence
making Imposition deposits but only for that portion of such fiscal year
preceding the month in which Borrower is actually required to commence making
Imposition deposits.

            12. WAIVER BY BORROWER. Borrower and others who may become liable
for the payment of all or any part of this Note, and each of them, waive
diligence, demand, presentment for payment, notice of nonpayment, protest,
notice of dishonor and notice of protest, notice of intent to accelerate and
notice of acceleration and specifically consent to and waive notice of any
amendments, modifications, renewals or extensions of this Note, including the
granting of extension of time for payment, whether made to or in favor of
Borrower or any other person or persons.

            13. EXERCISE OF RIGHTS. No single or partial exercise by Holder, or
delay or omission in the exercise by Holder, of any right or remedy under the
Loan Documents shall waive or limit the exercise of any such right or remedy.
Holder shall at all times have the right to proceed against any portion of or
interest in the Property in the manner that Holder may deem appropriate, without
waiving any other rights or remedies. The release of any party under this Note
shall not operate to release any other party which is liable under this Note
and/or under the other Loan Documents or under the Unsecured Indemnity
Agreement.

            14. FEES AND EXPENSES. If Borrower defaults under this Note, subject
to Section 11, Borrower shall be personally liable for and shall pay to Holder,
in addition to the sums stated above, the costs and expenses of enforcement and
collection, including a reasonable sum as an attorney's fee.

            15. NO AMENDMENTS. This Note may not be modified or amended except
in a writing executed by Borrower and Holder. No waivers shall be effective
unless they are set forth in a writing signed by the party which is waiving a
right. This Note and the other Loan Documents are the final expression of the
lending relationship between Borrower.


                                     Page 5
<Page>

            16. GOVERNING LAW. This Note is to be construed and enforced in
accordance with the laws of the State.

            17. CONSTRUCTION. The words "Borrower" and "Holder" shall be deemed
to include their respective heirs, representatives, successors and assigns, and
shall denote the singular and/or plural, and the masculine and/or feminine, and
natural and/or artificial persons, as appropriate. The provisions of this Note
shall remain in full force and effect notwithstanding any changes in the
shareholders, partners or members of Borrower. If more than one party is
Borrower, the obligations of each party shall be joint and several. The captions
in this Note are inserted only for convenience of reference and do not expand,
limit or define the scope or intent of any section of this Note.

            18. NOTICES. All notices, demands, requests and consents permitted
or required under this Note shall be given in the manner prescribed in the Deed
of Trust.

            19. TIME OF THE ESSENCE. Time shall be of the essence with respect
to all of Borrower's obligations under this Note.

            20. SEVERABILITY. If any provision of this Note should be held
unenforceable or void, then that provision shall be deemed separable from the
remaining provisions and shall not affect the validity of this Note, except that
if that provision relates to the payment of any monetary sum, then Holder may,
at its option, declare the Secured Indebtedness (together with the Prepayment
Fee) immediately due and payable.

            IN WITNESS WHEREOF, Borrower has executed this Note under seal as of
the Execution Date.

                               BORROWER:

                               HERITAGE PROPERTY INVESTMENT LIMITED
ATTEST:                        PARTNERSHIP

                               By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                    a Maryland corporation, Sole General Partner
/s/ Louis C. Zicht
-----------------------------       By  /s/ Gary Widett
Name: Louis C. Zicht                    ----------------------------------
Asst. Secretary                         GARY WIDETT, SENIOR VICE PRESIDENT

[Corporate Seal]

                      [SIGNATURES CONTINUED ON NEXT PAGE.]


                                     Page 6
<Page>

                          NH HERITAGE LIMITED PARTNERSHIP

                          By:  HERITAGE PROPERTY INVESTMENT LIMITED
ATTEST:                        PARTNERSHIP,
                               a Delaware limited partnership,
                               Sole General Partner

                               By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                    a Maryland corporation, Sole General Partner
/s/ Louis C. Zicht
-------------------------           By  /s/ Gary Widett
Name: Louis C. Zicht                    ----------------------------------
Asst. Secretary                         GARY WIDETT, SENIOR VICE PRESIDENT

[Corporate Seal]


                                     Page 7
<Page>

                                 PROMISSORY NOTE

                                  DEFINED TERMS

<Table>
==============================================================================================================
<S>                                                      <C>
EXECUTION Date: As of December 14, 1999                  CITY AND STATE OF SIGNING: Boston, Massachusetts
--------------------------------------------------------------------------------------------------------------
LOAN AMOUNT: SEVEN MILLION AND 00/100 DOLLARS            INTEREST RATE: 7.83 % per annum
($7,000,000.00)
--------------------------------------------------------------------------------------------------------------
BORROWER: HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, and NH HERITAGE
LIMITED PARTNERSHIP, New Hampshire limited partnership, jointly and severally
--------------------------------------------------------------------------------------------------------------
BORROWER'S ADDRESS: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
HOLDER: METROPOLITAN LIFE INSURANCE COMPANY, A New York corporation
--------------------------------------------------------------------------------------------------------------
HOLDER'S ADDRESSES:

            200 Park Avenue  12th Floor
            New York, New York 10166
            Attention: Senior-Vice President, and

            2400 Lakeview Parkway, Suite 400
            Alpharetta, GA 30005
            Attention:   Vice President
--------------------------------------------------------------------------------------------------------------
MATURITY DATE: December 1, 2009                          ADVANCE DATE: DECEMBER __, 1999
--------------------------------------------------------------------------------------------------------------
INTEREST ONLY PERIOD: The period from the Advance Date   PRINCIPAL AND INTEREST INSTALLMENT DATE: February 1,
and ending on the last day of the month in which the     2000
Advance Date occurs.
--------------------------------------------------------------------------------------------------------------
MONTHLY INSTALLMENT: Equal monthly installments of       PERMITTED PREPAYMENT PERIOD: During the 90 day
principal and interest at the Interest Rate each in      period prior to the Maturity Date, Borrower may
the amount of $53,241.20                                 prepay the Loan without a Prepayment Fee on 30
                                                         days prior written notice. In addition, commencing
The Monthly Installment is based upon an amortization    on the first day of the sixtieth (60th) month
period of 25 years.                                      following the Advance Date, Borrower may prepay
                                                         the Loan with a Prepayment Fee on 60 days prior
                                                         written notice.
--------------------------------------------------------------------------------------------------------------
LIABLE PARTIES: HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, NH
HERITAGE LIMITED PARTNERSHIP, a New Hampshire limited partnership, and HERITAGE PROPERTY INVESTMENT
TRUST, INC., a Maryland corporation
ADDRESSES OF LIABLE PARTIES: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
LATE CHARGE: An amount equal to four cents ($.04) for each dollar that is overdue.
DEFAULT RATE: An annual rate equal to the Interest Rate plus four percent (4%).
--------------------------------------------------------------------------------------------------------------
NOTE: This Promissory Note. MORTGAGE: Mortgage, Security Agreement, and Fixture Filing dated as of the
Execution Date granted by Borrower to the Holder. LOAN DOCUMENTS: This Note, the Mortgage and any other
documents related to this Note and/or the Mortgage (excluding the Additional Loan Documents [as defined in the
Mortgage]) and all renewals, amendments, modifications, restatements and extensions of these documents.
GUARANTY: Guaranty dated as of the Execution Date and executed by Liable Parties. INDEMNITY AGREEMENT:
Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower in favor of Holder.

THE UNSECURED INDEMNITY AGREEMENT AND GUARANTY ARE NOT LOAN DOCUMENTS AND SHALL SURVIVE REPAYMENT OF THE LOAN
OR OTHER TERMINATION OF THE LOAN DOCUMENTS.
==============================================================================================================
</Table>


                                     Page 1
<Page>

      FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder at
Holder's Address or such other place as Holder may from time to time designate,
the Loan Amount with interest payable in the manner described below, in money of
the United States of America that at the time of payment shall be legal tender
for payment of all obligations.

      Capitalized terms which are not defined in this Note shall have the
meanings set forth in the Mortgage.

            1. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest under
this Note shall be payable as follows:

                  (a) Interest on the funded portion of the Loan Amount shall
accrue from the Advance Date at the Interest Rate and shall be paid on the first
day of the first calendar month following the Advance Date;

                  (b) Commencing on the Principal and Interest Installment Date
and on the first day of each calendar month thereafter, to and including the
first day of the calendar month immediately preceding the Maturity Date,
Borrower shall pay the Monthly Installment; and

                  (c) On the Maturity Date, a final payment in the aggregate
amount of the unpaid principal sum evidenced by this Note, all accrued and
unpaid interest, and all other sums evidenced by this Note or secured by the
Mortgage and/or any other Loan Documents as well as any future advances under
the Mortgage that may be made to or on behalf of Borrower by Holder following
the Advance Date (collectively, the "SECURED INDEBTEDNESS"), shall become
immediately payable in full.

      Borrower acknowledges and agrees that a substantial portion of the
original Loan Amount shall be outstanding and due on the Maturity Date.

      Interest shall be calculated on the basis of a thirty (30) day month and a
three hundred sixty (360) day year, except that (i) if the Advance Date occurs
on a date other than the first day of a calendar month, interest payable for the
period commencing on the Advance Date and ending on the last day of the month in
which the Advance Date occurs shall be calculated on the basis of the actual
number of days elapsed over a 365 day or 366 day year, as applicable, and (ii)
if the Maturity Date occurs on a date other than the last day of the month,
interest payable for the period commencing on the first day of the month in
which the Maturity Date occurs and ending on the Maturity Date shall be
calculated on the basis of the actual number of days elapsed over a 365 day or
366 day year, as applicable.

            2. APPLICATION OF PAYMENTS. At the election of Holder, and to the
extent permitted by law, all payments shall be applied in the order selected by
Holder to any expenses, prepayment fees, late charges, escrow deposits and other
sums due and payable under the Loan Documents, and to unpaid interest at the
Interest Rate or at the Default Rate, as applicable. The balance of any payments
shall be applied to reduce the then unpaid Loan Amount. If Holder applies a
payment to other than principal or interest, Holder shall notify Borrower as to
how the payment was applied.

            3. SECURITY. The covenants of the Mortgage are incorporated by
reference into this Note. This Note shall evidence, and the Mortgage shall
secure, the Secured Indebtedness.

            4. LATE CHARGE. If any payment of interest, any payment of a Monthly
Installment or any payment of a required escrow deposit is not paid within 10
days of the due date, Holder shall have the option to charge Borrower the Late
Charge. The Late Charge is for the purpose of defraying the expenses incurred in
connection with handling and processing delinquent payments and is payable in
addition to any other remedy Holder may have. Unpaid Late Charges shall become
part of the Secured Indebtedness and shall be added to any subsequent payments
due under the Loan Documents.


                                     Page 2
<Page>

            5. ACCELERATION UPON DEFAULT. At the option of Holder, if Borrower
fails to pay any sum specified in this Note within 10 days of the due date, or
if an Event of Default occurs, the Secured Indebtedness, and all other sums
evidenced and/or secured by the Loan Documents, including without limitation any
applicable prepayment fees (collectively, the "ACCELERATED LOAN AMOUNT") shall
become immediately due and payable upon written notice to Borrower.

            6. INTEREST UPON DEFAULT. The Accelerated Loan Amount shall bear
interest at the Default Rate which shall never exceed the maximum rate of
interest permitted to be contracted for under the laws of the State of New York
(the "STATE"). The Default Rate shall commence upon the occurrence of an Event
of Default and shall continue until all defaults are cured.

            7. LIMITATION ON INTEREST. The agreements made by Borrower with
respect to this Note and the other Loan Documents are expressly limited so that
in no event shall the amount of interest received, charged or contracted for by
Holder exceed the highest lawful amount of interest permissible under the laws
applicable to the Loan. If at any time performance of any provision of this Note
or the other Loan Documents results in the highest lawful rate of interest
permissible under applicable laws being exceeded, then the amount of interest
received, charged or contracted for by Holder shall automatically and without
further action by any party be deemed to have been reduced to the highest lawful
amount of interest then permissible under applicable laws. If Holder shall ever
receive, charge or contract for, as interest, an amount which is unlawful, at
Holder's election, the amount of unlawful interest shall be refunded to Borrower
(if actually paid) or applied to reduce the then unpaid Loan Amount. To the
fullest extent permitted by applicable laws, any amounts contracted for, charged
or received under the Loan Documents included for the purpose of determining
whether the Interest Rate would exceed the highest lawful rate shall be
calculated by allocating and spreading such interest to and over the full stated
term of this Note.

            8. PREPAYMENT. Borrower shall not have the right to prepay all or
any portion of the Loan Amount at any time during the term of this Note except
as expressly set forth in the Defined Terms. If Borrower provides notice of its
intention to prepay, the Accelerated Loan Amount shall become due and payable on
the date specified in the prepayment notice.

            9. PREPAYMENT FEE. (a) Any tender of payment by Borrower or any
other person or entity of the Secured Indebtedness, other than as expressly
provided in the Loan Documents, shall constitute a prohibited prepayment. If a
prepayment of all or any part of the Secured Indebtedness is made following (i)
an Event of Default and an acceleration of the Maturity Date, (ii) the
application of money to the principal of the Loan after a casualty or
condemnation, or (iii) in connection with a purchase of the Property or a
repayment of the Secured Indebtedness at any time before, during or after, a
judicial or non-judicial foreclosure or sale of the Property, then to compensate
Holder for the loss of the investment, Borrower shall pay an amount equal to the
Prepayment Fee (as hereinafter defined).

                  (b) The "PREPAYMENT FEE" shall be the greater of (A) the
Prepayment Ratio (as hereinafter defined) multiplied by the difference between
(x) and (y), where (x) is the present value of all remaining payments of
principal and interest including the outstanding principal due on the Maturity
Date, discounted at the rate which, when compounded monthly, is equivalent to
the Treasury Rate compounded semi-annually, and (y) is the amount of the
principal then outstanding, or (B) one percent (1%) of the amount of the
principal being prepaid.

                  (c) The "TREASURY RATE" shall be the annualized yield on
securities issued by the United States Treasury having a maturity equal to the
remaining stated term of this Note, as quoted in the FEDERAL RESERVE STATISTICAL
RELEASE [H. 15 (519)] under the heading "U.S. Government Securities - Treasury
Constant Maturities" for the date on which prepayment is being made. If this
rate is not available as of the date of prepayment, the Treasury Rate shall be
determined by interpolating between the yield on securities of the next longer
and next shorter maturity. If the Treasury Rate is no longer published, Holder
shall select a comparable rate. Holder will, upon request, provide an estimate
of the amount of the Prepayment Fee two weeks before the date of the scheduled
prepayment.


                                     Page 3
<Page>

                  (d) The "PREPAYMENT RATIO" shall be a fraction, the numerator
of which shall be the amount of principal being prepaid, and the denominator of
which shall be the principal then outstanding.

            10. WAIVER OF RIGHT TO PREPAY NOTE WITHOUT PREPAYMENT FEE. Borrower
acknowledges that Holder has relied upon the anticipated investment return under
this Note in entering into transactions with, and in making commitments to,
third parties and that the tender of any prohibited prepayment, shall, to the
extent permitted by law, include the Prepayment Fee. Borrower agrees that the
Prepayment Fee represents the reasonable estimate of Holder and Borrower of a
fair average compensation for the loss that may be sustained by Holder as a
result of a prohibited prepayment of this Note and it shall be paid without
prejudice to the right of Holder to collect any other amounts provided to be
paid under the Loan Documents.

      BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER NEW YORK LAW
TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON
ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY
REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF
THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY BORROWER
UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER
ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE MORTGAGE,
THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT FEE
SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE, BORROWER AGREES THAT HOLDER'S
AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN
THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.

            11. LIABILITY OF BORROWER. Upon the occurrence of an Event of
Default, except as provided in this Section 11, Holder will look solely to the
Property and the security under the Loan Documents and the Additional Loan
Documents, including without limitation the property encumbered by the
Additional Mortgages (as defined in the Mortgage), for the repayment of the Loan
and will not enforce a deficiency judgment against Borrower. However, nothing
contained in this section shall limit the rights of Holder to proceed against
Borrower and the general partners of Borrower and/or the Liable Parties, if any,
(i) to enforce any Leases entered into by Borrower or its affiliates as tenant,
guarantees, or other agreements entered into by Borrower in a capacity other
than as borrower or any policies of insurance; (ii) to recover damages for
fraud, material misrepresentation, material breach of warranty or waste; (iii)
to recover any Condemnation Proceeds or Insurance Proceeds or other similar
funds which have been misapplied by Borrower or which, under the terms of the
Loan Documents, should have been paid to Holder; (iv) to recover any tenant
security deposits, tenant letters of credit or other deposits or fees paid to
Borrower that are part of the collateral for the Loan or prepaid rents for a
period of more than 30 days which have not been delivered to Holder; (v) to
recover Rents and Profits received by Borrower after the first day of the month
in which an Event of Default occurs and prior to the date Holder acquires title
to the Property which have not been applied to the Loan or in accordance with
the Loan Documents to operating and maintenance expenses of the Property; (vi)
to recover damages, costs and expenses arising from, or in connection with
Article VI of the Mortgage pertaining to hazardous materials or the Indemnity
Agreement; (vii) to recover all amounts due and payable pursuant to Sections
11.06 and 11.07 of the Mortgage in connection with clauses (i) through (vi) or
(viii) of this Section 11; and/or (viii) to recover damages arising from
Borrower's failure to comply with Section 8.01 of the Mortgage pertaining to
ERISA.

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that (a) prior to the
repayment of the Secured Indebtedness, Borrower commences a voluntary bankruptcy
or insolvency proceeding, or (b) an involuntary bankruptcy or insolvency
proceeding is commenced against Borrower by a party related to or affiliated
with Borrower, or (c) an involuntary bankruptcy or insolvency proceeding is
commenced against Borrower by a third party who is induced, encouraged, or
solicited by Borrower (or by any party related to or affiliated with Borrower)
to commence an involuntary bankruptcy or insolvency proceeding. In addition,
this agreement shall not waive any rights which Holder would have under


                                     Page 4
<Page>

any provisions of the U.S. Bankruptcy Code to file a claim for the full amount
of the Secured Indebtedness or to require that the Property shall continue to
secure all of the Secured Indebtedness.

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that Borrower commits a
default under Sections 10.01 or 10.02 of the Mortgage.

      In the event that Holder waives the requirement of Section 2.05 of the
Mortgage with respect to the deposits of Premiums, the limitation of liability
set forth in this Section 11 shall not apply and the Loan shall be recourse to
the extent necessary to permit Holder to recover from Borrower any obligations
not paid by or on behalf of Borrower for which a Premium deposit was not
required.

      In the event that Holder waives the requirement of Section 2.05 of the
Mortgage with respect to the deposits of Impositions, the limitation of
liability set forth in this Section 11 shall not apply and the Loan shall be
recourse to the extent necessary to permit the Holder to recover from Borrower
any and all unpaid Impositions with respect to the Property (i) with respect to
fiscal years prior to the fiscal year in which Borrower is actually required to
commence making Imposition deposits and (ii) Impositions for the Property with
respect to the fiscal year in which Borrower is actually required to commence
making Imposition deposits but only for that portion of such fiscal year
preceding the month in which Borrower is actually required to commence making
Imposition deposits.

            12. WAIVER BY BORROWER. Borrower and others who may become liable
for the payment of all or any part of this Note, and each of them, waive
diligence, demand, presentment for payment, notice of nonpayment, protest,
notice of dishonor and notice of protest, notice of intent to accelerate and
notice of acceleration and specifically consent to and waive notice of any
amendments, modifications, renewals or extensions of this Note, including the
granting of extension of time for payment, whether made to or in favor of
Borrower or any other person or persons.

            13. EXERCISE OF RIGHTS. No single or partial exercise by Holder, or
delay or omission in the exercise by Holder, of any right or remedy under the
Loan Documents shall waive or limit the exercise of any such right or remedy.
Holder shall at all times have the right to proceed against any portion of or
interest in the Property in the manner that Holder may deem appropriate, without
waiving any other rights or remedies. The release of any party under this Note
shall not operate to release any other party which is liable under this Note
and/or under the other Loan Documents or under the Unsecured Indemnity
Agreement.

            14. FEES AND EXPENSES. If Borrower defaults under this Note, subject
to Section 11, Borrower shall be personally liable for and shall pay to Holder,
in addition to the sums stated above, the costs and expenses of enforcement and
collection, including a reasonable sum as an attorney's fee.

            15. NO AMENDMENTS. This Note may not be modified or amended except
in a writing executed by Borrower and Holder. No waivers shall be effective
unless they are set forth in a writing signed by the party which is waiving a
right. This Note and the other Loan Documents are the final expression of the
lending relationship between Borrower.

            16. GOVERNING LAW. This Note is to be construed and enforced in
accordance with the laws of the State.

            17. CONSTRUCTION. The words "Borrower" and "Holder" shall be deemed
to include their respective heirs, representatives, successors and assigns, and
shall denote the singular and/or plural, and the masculine and/or feminine, and
natural and/or artificial persons, as appropriate. The provisions of this Note
shall remain in full force and effect notwithstanding any changes in the
shareholders, partners or members of Borrower. If more than one party is
Borrower, the obligations of each party shall be joint and several. The captions
in this Note are inserted only for convenience of reference and do not expand,
limit or define the scope or intent of any section of this Note.


                                     Page 5
<Page>


            18. NOTICES. All notices, demands, requests and consents permitted
or required under this Note shall be given in the manner prescribed in the
Mortgage.

            19. TIME OF THE ESSENCE. Time shall be of the essence with respect
to all of Borrower's obligations under this Note.

            20. SEVERABILITY. If any provision of this Note should be held
unenforceable or void, then that provision shall be deemed separable from the
remaining provisions and shall not affect the validity of this Note, except that
if that provision relates to the payment of any monetary sum, then Holder may,
at its option, declare the Secured Indebtedness (together with the Prepayment
Fee) immediately due and payable.

            IN WITNESS WHEREOF, Borrower has executed this Note under seal as of
the Execution Date.

                             BORROWER:

                             HERITAGE PROPERTY INVESTMENT LIMITED
ATTEST:                      PARTNERSHIP

                             By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                  a Maryland corporation, Sole General Partner

/s/ Louis C. Zicht                By  /s/ Gary Widett
---------------------------           ----------------------------------
Name: Louis C. Zicht                  GARY WIDETT, SENIOR VICE PRESIDENT
Asst. Secretary

[Corporate Seal]


                             NH HERITAGE LIMITED PARTNERSHIP

                             By:  HERITAGE PROPERTY INVESTMENT LIMITED
ATTEST:                           PARTNERSHIP,
                                  a Delaware limited partnership,
                                  Sole General Partner

                                  By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                       a Maryland corporation,
                                       Sole General Partner

/s/ Louis C. Zicht                     By  /s/ Gary Widett
---------------------------                ----------------------------------
Name: Louis C. Zicht                       GARY WIDETT, SENIOR VICE PRESIDENT
Asst. Secretary

[Corporate Seal]


                                     Page 6
<Page>

                                 PROMISSORY NOTE

                                  DEFINED TERMS

<Table>
==============================================================================================================
<S>                                                      <C>
EXECUTION DATE: As of December 14, 1999                  CITY AND STATE OF SIGNING: Boston, Massachusetts
--------------------------------------------------------------------------------------------------------------
LOAN AMOUNT: TEN MILLION ONE HUNDRED THOUSAND AND        INTEREST RATE: 7.83 % per annum
00/100 DOLLARS ($10,100,000.00)
--------------------------------------------------------------------------------------------------------------
BORROWER: HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership and NH HERITAGE
LIMITED PARTNERSHIP, A New Hampshire limited partnership, jointly and severally
--------------------------------------------------------------------------------------------------------------
BORROWER'S ADDRESS: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
HOLDER: METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
--------------------------------------------------------------------------------------------------------------
HOLDER'S ADDRESSES:

            200 Park Avenue  12th Floor
            New York, New York 10166
            Attention: Senior-Vice President, and

            2400 Lakeview Parkway, Suite 400
            Alpharetta, GA 30005
            Attention: Vice President
--------------------------------------------------------------------------------------------------------------
MATURITY DATE: December 1, 2009                          ADVANCE DATE: DECEMBER   , 1999
--------------------------------------------------------------------------------------------------------------
INTEREST ONLY PERIOD: The period from the Advance        PRINCIPAL AND INTEREST INSTALLMENT DATE: February 1,
Date and ending on the last day of the month in which    2000
the Advance Date occurs.
--------------------------------------------------------------------------------------------------------------
MONTHLY INSTALLMENT: Equal monthly installments of       PERMITTED PREPAYMENT PERIOD: During the 90 day
principal and interest at the Interest Rate each in      period prior to the Maturity Date, Borrower may
the amount of $76,819.45                                 prepay the Loan without a Prepayment Fee on 30 days
                                                         prior written notice. In addition, commencing on
The Monthly Installment is based upon an                 the first day of the sixtieth (60th) month
amortization period of 25 years.                         following the Advance Date, Borrower may prepay the
                                                         Loan with a Prepayment Fee on 60 days prior written
                                                         notice.
--------------------------------------------------------------------------------------------------------------
LIABLE PARTIES: HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, NH
HERITAGE LIMITED PARTNERSHIP, a New Hampshire limited partnership, and HERITAGE PROPERTY INVESTMENT
TRUST, INC., a Maryland corporation
ADDRESSES OF LIABLE PARTIES: 535 Boylston Street, Boston, MA 02116-3766
--------------------------------------------------------------------------------------------------------------
LATE CHARGE: An amount equal to four cents ($.04) for each dollar that is overdue.
DEFAULT RATE: An annual rate equal to the Interest Rate plus four percent (4%).
--------------------------------------------------------------------------------------------------------------
NOTE: This Promissory Note. MORTGAGE: Collectively, (a) that certain Mortgage Deed, Security Agreement, and
Fixture Filing dated as of the Execution Date granted by Borrower to Holder encumbering certain property
located in Merrimack County, New Hampshire (the "Capitol Center Property") and (b) that certain Mortgage Deed,
Security Agreement, and Fixture Filing dated as of the Execution Date granted by Borrower to Holder
encumbering certain real property located in Strafford County, New Hampshire (the "Tri-City Center Property").
LOAN DOCUMENTS: This Note, the Mortgage, the Additional Notes, the Additional Mortgages, the Additional
Security Documents, and any other documents related to this Note and/or the Mortgage and all renewals,
amendments, modifications, restatements and extensions of these documents. GUARANTY: Guaranty dated as of the
Execution Date and executed by Liable Parties. INDEMNITY AGREEMENT: Unsecured Indemnity Agreement dated as of
the Execution Date and executed by Borrower in favor of Holder. PROPERTY: Collectively, the Capitol Center
Property and the Tri-City Property.

THE UNSECURED INDEMNITY AGREEMENT AND GUARANTY ARE NOT LOAN DOCUMENTS AND SHALL SURVIVE REPAYMENT OF THE LOAN
OR OTHER TERMINATION OF THE LOAN DOCUMENTS.
==============================================================================================================
</Table>


                                     Page 1
<Page>

      FOR VALUE RECEIVED. Borrower promises to pay to the order of Holder at
Holder's Address or such other place as Holder may from time to time designate,
the Loan Amount with interest payable in the manner described below, in money of
the United States of America that at the time of payment shall be legal tender
for payment of all obligations.

      Capitalized terms which are not defined in this Note shall have the
meanings set forth in the Mortgage.

            1. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest under
this Note shall be payable as follows:

                  (a) Interest on the funded portion of the Loan Amount shall
accrue from the Advance Date at the Interest Rate and shall be paid on the first
day of the first calendar month following the Advance Date:

                  (b) Commencing on the Principal and Interest Installment Date
and on the first day of each calendar month thereafter, to and including the
first day of the calendar month immediately preceding the Maturity Date,
Borrower shall pay the Monthly Installment; and

                  (c) On the Maturity Date, a final payment in the aggregate
amount of the unpaid principal sum evidenced by this Note, all accrued and
unpaid interest, and all other sums evidenced by this Note or secured by the
Mortgage and/or any other Loan Documents as well as any future advances under
the Mortgage that may be made to or on behalf of Borrower by Holder following
the Advance Date (collectively, the "SECURED INDEBTEDNESS"), shall become
immediately payable in full.

      Borrower acknowledges and agrees that a substantial portion of the
original Loan Amount shall be outstanding and due on the Maturity Date.

      Interest shall be calculated on the basis of a thirty (30) day month and a
three hundred sixty (360) day year, except that (i) if the Advance Date occurs
on a date other than the first day of a calendar month, interest payable for the
period commencing on the Advance Date and ending on the last day of the month in
which the Advance Date occurs shall be calculated on the basis of the actual
number of day's elapsed over a 365 day or 366 day year, as applicable, and (ii)
if the Maturity Date occurs on a date other than the last day of the month,
interest payable for the period commencing on the first day of the month in
which the Maturity Date occurs and ending on the Maturity Date shall be
calculated on the basis of the actual number of day's elapsed over a 365 day or
366 day year, as applicable.

            2. APPLICATION OF PAYMENTS. At the election of Holder, and to the
extent permitted by law, all payments shall be applied in the order selected by
Holder to any expenses, prepayment fees, late charges, escrow deposits and other
sums due and payable under the Loan Documents, and to unpaid interest at the
Interest Rate or at the Default Rate, as applicable. The balance of any payments
shall be applied to reduce the then unpaid Loan Amount. If Holder applies a
payment to other than principal or interest, Holder shall notify Borrower as to
how the payment was applied.

            3. SECURITY. The covenants of the Mortgage are incorporated by
reference into this Note. This Note shall evidence, and the Mortgage shall
secure, the Secured Indebtedness. This Note is also secured by the Additional
Mortgages and Additional Security Documents.

            4. LATE CHARGE. If any payment of interest, any payment of a Monthly
Installment or any payment of a required escrow deposit is not paid within 10
days of the due date, Holder shall have the option to charge Borrower the Late
Charge. The Late Charge is for the purpose of defraying the expenses incurred in
connection with handling and processing delinquent payments and is payable in
addition to any other remedy Holder may have. Unpaid Late Charges shall become
part of the Secured Indebtedness and shall be added to any subsequent payments
due under the Loan Documents.


                                     Page 2
<Page>

            5. ACCELERATION UPON DEFAULT. At the option of Holder, if Borrower
fails to pay any sum specified in this Note within 10 days of the due date, or
if an Event of Default occurs, the Secured Indebtedness, and all other sums
evidenced and/or secured by the Loan Documents, including without limitation any
applicable prepayment fees (collectively, the "Accelerated Loan Amount") shall
become immediately due and payable upon written notice to Borrower.

            6. INTEREST UPON DEFAULT. The Accelerated Loan Amount shall bear
interest at the Default Rate which shall never exceed the maximum rate of
interest permitted to be contracted for under the laws of the State. The Default
Rate shall commence upon the occurrence of an Event of Default and shall
continue until all defaults are cured.

            7. LIMITATION ON INTEREST. The agreements made by Borrower with
respect to this Note and the other Loan Documents are expressly limited so that
in no event shall the amount of interest received. charged or contracted for by
Holder exceed the highest lawful amount of interest permissible under the laws
applicable to the Loan. If at any time performance of any provision of this Note
or the other Loan Documents results in the highest lawful rate of interest
permissible under applicable laws being exceeded, then the amount of interest
received, charged or contracted for by Holder shall automatically and without
further action by any party be deemed to have been reduced to the highest lawful
amount of interest then permissible under applicable laws. If Holder shall ever
receive, charge or contract for, as interest, an amount which is unlawful, at
Holder's election, the amount of unlawful interest shall be refunded to Borrower
(if actually paid) or applied to reduce the then unpaid Loan Amount. To the
fullest extent permitted by applicable laws, any amounts contracted for, charged
or received under the Loan Documents included for the purpose of determining
whether the Interest Rate would exceed the highest lawful rate shall be
calculated by allocating and spreading such interest to and over the full stated
term of this Note.

            8. PREPAYMENT. Borrower shall not have the right to prepay all or
any portion of the Loan Amount at any time during the term of this Note except
as expressly set forth in the Defined Terms. If Borrower provides notice of its
intention to prepay, the Accelerated Loan Amount shall become due and payable on
the date specified in the prepayment notice.

            9. PREPAYMENT FEE. (a) Any tender of payment by Borrower or any
other person or entity of the Secured Indebtedness, other than as expressly
provided in the Loan Documents, shall constitute a prohibited prepayment. If a
prepayment of all or any part of the Secured Indebtedness is made following (i)
an Event of Default and an acceleration of the Maturity Date, (ii) the
application of money to the principal of the Loan after a casualty or
condemnation, or (iii) in connection with a purchase of the Property or a
repayment of the Secured Indebtedness at any time before, during or after, a
judicial or non-judicial foreclosure or sale of the Property. then to compensate
Holder for the loss of the investment, Borrower shall pay an amount equal to the
Prepayment Fee (as hereinafter defined).

                  (b) THE "PREPAYMENT FEE" SHALL BE THE GREATER of (A) the
Prepayment Ratio (as hereinafter defined) multiplied by the difference between
(x) and (y), where (x) is the present value of all remaining payments of
principal and interest including the outstanding principal due on the Maturity
Date, discounted at the rate which, when compounded monthly, is equivalent to
the Treasury Rate compounded semi-annually, and (y) is the amount of the
principal then outstanding, or (B) one percent (1%) of the amount of the
principal being prepaid.

                  (c) The "TREASURY RATE" shall be the annualized yield on
securities issued by the United States Treasury having a maturity equal to the
remaining stated term of this Note, as quoted in the FEDERAL RESERVE STATISTICAL
RELEASE [H. 15 (519)1 under the heading "U.S. Government Securities - Treasury
Constant Maturities" for the date on which prepayment is being made. If this
rate is not available as of the date of prepayment, the Treasury Rate shall be
determined by interpolating between the yield on securities of the next longer
and next shorter maturity. If the Treasury Rate is no longer published, Holder
shall select a comparable rate. Holder will, upon request, provide an estimate
of the amount of the Prepayment Fee two weeks before the date of the scheduled
prepayment.


                                     Page 3
<Page>

                  (d) THE "PREPAYMENT RATIO" shall be a fraction, the numerator
of which shall be the amount of principal being prepaid, and the denominator of
which shall be the principal then outstanding.

            10. WAIVER OF RIGHT TO PREPAY NOTE WITHOUT PREPAYMENT FEE. Borrower
acknowledges that Holder has relied upon the anticipated investment return under
this Note in entering into transactions with, and in making commitments to,
third parties and that the tender of any prohibited prepayment, shall, to the
extent permitted by law, include the Prepayment Fee. Borrower agrees that the
Prepayment Fee represents the reasonable estimate of Holder and Borrower of a
fair average compensation for the loss that may be sustained by Holder as a
result of a prohibited prepayment of this Note and it shall be paid without
prejudice to the right of Holder to collect any other amounts provided to be
paid under the Loan Documents.

            BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER NEW
HAMPSHIRE TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON
ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY
REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF
THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY BORROWER
UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER
ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE MORTGAGE,
THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT FEE
SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE, BORROWER AGREES THAT HOLDER'S
AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN
THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.

            11. LIABILITY OF BORROWER. Upon the occurrence of an Event of
Default, except as provided in this Section 11. Holder will look solely to the
Property and the security under the Loan Documents for the repayment of the Loan
and will not enforce a deficiency judgment against Borrower. However, nothing
contained in this section shall limit the rights of Holder to proceed against
Borrower and the general partners of Borrower and/or the Liable Parties, if
any, (i) to enforce any Leases entered into by Borrower or its affiliates as
tenant, guarantees, or other agreements entered into by Borrower in a capacity
other than as borrower or any policies of insurance; (ii) to recover damages for
fraud, material misrepresentation, material breach of warranty or waste: (iii)
to recover any Condemnation Proceeds or Insurance Proceeds or other similar
funds which have been misapplied by Borrower or which, under the terms of the
Loan Documents, should have been paid to Holder: (iv) to recover any tenant
security deposits, tenant letters of credit or other deposits or fees paid to
Borrower that are part of the collateral for the Loan or prepaid rents for a
period of more than 30 days which have not been delivered to Holder; (v) to
recover Rents and Profits received by Borrower after the first day of the month
in which an Event of Default occurs and prior to the date Holder acquires title
to the Property which have not been applied to the Loan or in accordance with
the Loan Documents to operating and maintenance expenses of the Property; (vi)
to recover damages, costs and expenses arising from, or in connection with
Article VI of the Mortgage pertaining to Hazardous Materials or the Indemnity
Agreement; (vii) to recover all amounts due and payable pursuant to Sections
11.06 and 11.07 of the Mortgage in connection with clauses (i) through (vi) or
(viii) of this Section 11; and/or (viii) to recover damages arising from
Borrower's failure to comply with Section 8.01 of the Mortgage pertaining to
ERISA.

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that (a) prior to the
repayment of the Secured Indebtedness, Borrower commences a voluntary bankruptcy
or insolvency proceeding, or (b) an involuntary bankruptcy or insolvency
proceeding is commenced against Borrower by a party related to or affiliated
with Borrower, or (c) an involuntary bankruptcy or insolvency proceeding is
commenced against Borrower by a third party who is induced, encouraged, or
solicited by Borrower (or by any party related to or affiliated with Borrower)
to commence an involuntary bankruptcy or insolvency proceeding. In addition,
this agreement shall not waive any rights which Holder would have under any
provisions of the U.S. Bankruptcy Code to file a claim for the full amount of
the Secured Indebtedness or to require that the Property shall continue to
secure all of the Secured Indebtedness.


                                     Page 4
<Page>

      The limitation of liability set forth in this Section 11 shall not apply
and the Loan shall be fully recourse in the event that Borrower commits a
default under Sections 10.01 or 10.02 of the Mortgage.

      In the event that Holder waives the requirement of Section 2.05 of the
Mortgage with respect to the deposits of Premiums, the limitation of liability
set forth in this Section 11 shall not apply and the Loan shall be recourse to
the extent necessary to permit Holder to recover from Borrower any obligations
not paid by or on behalf of Borrower for which a Premium deposit was not
required.

      In the event that Holder waives the requirement of Section 2.05 of the
Mortgage with respect to the deposits of Impositions, the limitation of
liability set forth in this Section 11 shall not apply and the Loan shall be
recourse to the extent necessary to permit the Holder to recover from Borrower
any and all unpaid Impositions with respect to the Property (i) with respect to
fiscal years prior to the fiscal year in which Borrower is actually required to
commence making Imposition deposits and (ii) Impositions for the Property with
respect to the fiscal year in which Borrower is actually required to commence
making Imposition deposits but only for that portion of such fiscal year
preceding the month in which Borrower is actually required to commence making
Imposition deposits.

            12. WAIVER BY BORROWER. Borrower and others who may become liable
for the payment of all or any part of this Note, and each of them, waive
diligence, demand, presentment for payment, notice of nonpayment, protest,
notice of dishonor and notice of protest, notice of intent to accelerate and
notice of acceleration and specifically consent to and waive notice of any
amendments, modifications, renewals or extensions of this Note, including the
granting of extension of time for payment, whether made to or in favor of
Borrower or any other person or persons.

            13. EXERCISE OF RIGHTS. No single or partial exercise by Holder, or
delay or omission in the exercise by Holder, of any right or remedy under the
Loan Documents shall waive or limit the exercise of any such right or remedy.
Holder shall at all times have the right to proceed against any portion of or
interest in the Property in the manner that Holder may deem appropriate, without
waiving any other rights or remedies. The release of any party under this Note
shall not operate to release any other party which is liable under this Note
and/or under the other Loan Documents or under the Unsecured Indemnity
Agreement.

            14. FEES AND EXPENSES. If Borrower defaults under this Note, subject
to Section 11, Borrower shall be personally liable for and shall pay to Holder,
in addition to the sums stated above, the costs and expenses of enforcement and
collection, including a reasonable sum as an attorney's fee.

            15. NO AMENDMENTS. This Note may not be modified or amended except
in a writing executed by Borrower and Holder. No waivers shall be effective
unless they are set forth in a writing signed by the party which is waiving a
right. This Note and the other Loan Documents are the final expression of the
lending relationship between Borrower.

            16. GOVERNING LAW. This Note is to be construed and enforced in
accordance with the laws of the State.

            17. CONSTRUCTION. The words "Borrower" and "Holder" shall be deemed
to include their respective heirs, representatives, successors and assigns, and
shall denote the singular and/or plural, and the masculine and/or feminine, and
natural and/or artificial persons, as appropriate. The provisions of this Note
shall remain in full force and effect notwithstanding any changes in the
shareholders, partners or members of Borrower. If more than one party is
Borrower, the obligations of each party shall be joint and several. The captions
in this Note are inserted only for convenience of reference and do not expand,
limit or define the scope or intent of any section of this Note.

            18. NOTICES. All notices, demands, requests and consents permitted
or required under this Note shall be given in the manner prescribed in the
Mortgage.

            19. TIME OF THE ESSENCE. Time shall be of the essence with respect
to all of Borrower's obligations under this Note.


                                     Page 5
<Page>

            20. SEVERABILITY. If any provision of this Note should be held
unenforceable or void, then that provision shall be deemed separable from the
remaining provisions and shall not affect the validity of this Note, except that
if that provision relates to the payment of any monetary sum, then Holder may,
at its option, declare the Secured Indebtedness (together with the Prepayment
Fee) immediately due and payable.

            IN WITNESS WHEREOF, Borrower has executed this Note under seal as of
the Execution Date.

                             BORROWER:

                             HERITAGE PROPERTY INVESTMENT LIMITED
                             PARTNERSHIP

WITNESS/ATTEST:              By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                  a Maryland corporation, Sole General Partner

/s/ Louis C. Zicht                By  /s/ Gary Widett
-------------------------             ----------------------------------
Name: Louis C. Zicht                  GARY WIDETT, SENIOR VICE PRESIDENT
Asst. Secretary

[Corporate Seal]


                             NH HERITAGE LIMITED PARTNERSHIP:

                             By:  HERITAGE PROPERTY INVESTMENT LIMITED
ATTEST:                           PARTNERSHIP,
                                  a Delaware limited partnership,
                                  Sole General Partner

                                  By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                       a Maryland corporation,
                                       Sole General Partner

/s/ Louis C. Zicht                     By  /s/ Gary Widett
-------------------------                  ----------------------------------
Name: Louis C. Zicht                       GARY WIDETT, SENIOR VICE PRESIDENT
Asst. Secretary

[Corporate Seal]


                                     Page 6
<Page>

                       FIRST AMENDMENT TO PROMISSORY NOTE

      THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "First Note Amendment") is
dated as of April 30, 2001, by and among HERITAGE PROPERTY INVESTMENT LIMITED
PARTNERSHIP ("Borrower"), a Delaware limited partnership, NH HERITAGE LIMITED
PARTNERSHIP, a New Hampshire limited partnership ("CoBorrower"), and
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, its successors and
assigns ("Lender").

                                    RECITALS

      A. Lender is the holder of that certain Promissory Note (the "Note") dated
December 14, 1999, in the original principal amount of Forty-Nine Million Six
Hundred Thousand and 00/100 Dollars ($49,600,000.00), made by Borrower and
Co-Borrower, an affiliate of Borrower, jointly and severally, payable to the
order of Lender, which Note evidences a loan (the "Loan") made by Lender to
Borrower.

      B. To secure the repayment of the Note, Borrower also executed and
delivered, among other things, (i) that certain Deed of Trust, Security
Agreement and Fixture Filing (the "Wendover Deed of Trust") dated December 14,
1999, and recorded in the land records of Guilford County, North Carolina, in
Deed Book 4951, page 456 for the benefit of Lender, and encumbering certain land
described therein, the improvements thereon and related personal property
(collectively, the "Wendover Property"), as more particularly described in the
Wendover Deed of Trust; (ii) that certain Deed of Trust, Security Agreement and
Fixture Filing (the "New Centre Deed of Trust") dated December 14, 1999, and
recorded in the land records of New Hanover County, North Carolina, in Deed Book
2680, page 106 for the benefit of Lender, and encumbering certain land described
therein, the improvements thereon and related personal property (collectively,
the "New Centre Property"), as more particularly described in the New Centre
Deed of Trust; and (iii) that certain Deed of Trust, Security Agreement and
Fixture Filing (the "University Commons Deed of Trust") dated December 14, 1999,
and recorded in the land records of Pitt County, North Carolina, in Deed Book
988, page 88 for the benefit of Lender, and encumbering certain land described
therein, the improvements thereon and related personal property (collectively,
the "University Commons Property"), as more particularly described in the
University Commons Deed of Trust; (iv) that certain Assignment of Leases (the
"Wendover Assignment of Leases") dated December 14, 1999, and recorded in the
land records of Guilford County, North Carolina, in Deed Book 4951, page 508;
(v) that certain Assignment of Leases (the "New Centre Assignment of Leases")
dated December 14, 1999, and recorded in the land records of New Hanover County,
North Carolina, in Deed Book 2680, page 150; and (vi) that certain Assignment of
Leases (the "University Commons Assignment of Leases") dated December 14, 1999,
and recorded in the land records of Pitt County, North Carolina, in Deed Book
988, page 136. (The Wendover Deed of Trust, the New Centre Deed of Trust, and
the University Commons Deed of Trust are hereinafter referred to collectively as
the "Deed of Trust." The Wendover Assignment of Leases, the New Centre
Assignment of Leases, and the University Commons Assignment of Leases are
hereinafter referred to collectively as the "Assignment of Leases.")


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FIRST AMENDMENT TO PROMISSORY NOTE                                        PAGE 1
<Page>

      C. The Deed of Trust and the Assignment of Leases also secure certain
"Additional Notes" made by Borrower and Co-Borrower, described in Exhibit C
attached to the Deed of Trust, and the Note is also secured by "Additional
Mortgages" and "Additional Security Documents" from Borrower and Co-Borrower,
described in said Exhibit C. A default under the Additional Notes, the
Additional Mortgages, and the Additional Security Documents constitutes a
default under the Note and the Deeds of Trust.

      D. The total aggregate outstanding principal amount due under the Note and
the Additional Notes as of the date hereof is Seventy-Eight Million One Hundred
Fifty Thousand Four Hundred Seventy-Two and 61/100 Dollars ($78,150,472.61) (the
"Outstanding Principal Balance").

      E. Lender has agreed to lend to Borrower and Co-Borrower an additional
Seven Million Dollars ($7,000,000) (the "Additional Loan").

      F. In consideration for the Additional Loan, Heritage Property Investment
Trust, Inc. ("Liable Party"), a Maryland corporation, has agreed to execute and
deliver that certain Guaranty (the "Partial Prepayment Guaranty") dated as of
even date herewith for the benefit of Lender.

      G. Pursuant to (i) that certain First Amendment to Deed of Trust, Security
Agreement and Fixture Filing dated as of even date herewith and to be recorded
in the land records of Guilford County, North Carolina; (ii) that certain First
Amendment to Deed of Trust, Security Agreement and Fixture Filing dated as of
even date herewith and to be recorded in the land records of New Hanover County,
North Carolina; and (iii) that certain First Amendment to Deed of Trust,
Security Agreement and Fixture Filing dated as of even date herewith and to be
recorded in the land records of Pitt County, North Carolina, Borrower has agreed
to increase the outstanding principal amount of the lien of the Deed of Trust
and the Assignment of Leases by Seven Million and no/l00 Dollars ($7,000,000.00)
so that the Deed of Trust and the Assignment of Leases shall secure a maximum
principal amount of Eighty-Five Million One Hundred Fifty Thousand Four Hundred
Seventy-Two and 61/100 Dollars ($85,150,472.61).

                                     AGREEMENT

          NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Borrower, Co-Borrower, and Lender
agree as follows:

      1. RECITALS. The recitals set forth above are incorporated herein by this
reference with the same force and effect as if fully set forth hereunder.

      2. DEFINED TERMS. Capitalized terms used but not defined in this First
Note Amendment shall have the meanings assigned to them in the Note, which is
incorporated into this First Note Amendment by this reference as if fully set
forth herein. Each reference in the "Note" shall mean the Note, as amended by
this First Note Amendment, and any further amendments, modifications, or
consolidations thereof. Each reference in the "Note" to the "Deed of Trust"
shall mean the Deed of Trust as amended by the First Amendments described in
Recital


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FIRST AMENDMENT TO PROMISSORY NOTE                                        PAGE 2
<Page>

G of this First Amendment, and any further amendments, modifications,
consolidations, spreaders and extensions thereof. "Indemnity Agreement" shall be
deemed to refer to the Indemnity Agreement as reaffirmed by the Closing
Certificate dated as of even date herewith. "Guaranty" shall be deemed to refer
collectively to the Guaranty as reaffirmed by the Closing Certificate dated as
of even date herewith, and the Partial Prepayment Guaranty dated as of even date
herewith. "Additional Notes," "Additional Mortgages" and "Additional Security
Documents" shall include in Exhibit C attached to the Deed of Trust, the Closing
Certificate dated as of even date herewith, UCC-3 Financing Statements and all
other documents executed and delivered in connection with this First Note
Amendment.

      3. AMENDMENT TO NOTE. From and after the date hereof, the Note is amended
as follows:

            (a) The amount of $49,600,000 on the first page of the Note is
      deleted, and in lieu thereof, $56,600,000 is substituted therefor.

            (b) The Interest Rate in the Defined Terms Section on page 1 of the
      Note is deleted in its entirety, and in lieu thereof, the following is
      substituted: "7.81%."

            (c) The amount of each of the constant payments of principal and
      interest under the Note is hereby recalculated to reflect the Additional
      Loan. Therefore, the term "Monthly Installment" in the Defined Terms
      Section on page 1 of the Note is deleted in its entirety, and in lieu
      thereof, the following is substituted: "Monthly Installment: commencing on
      June 1, 2001, equal monthly installments of principal and interest at the
      Interest Rate, each in the amount of $429,666.24." Borrower and
      Co-Borrower have paid, and Lender acknowledges receipt of, the interest
      only payment due for interest accrued on the Additional Loan from the date
      of the funding of the Additional Loan through and including April 30,
      2001.

            (d) Section 8 of the Note is amended by designating the existing
      paragraph as subsection (a) and inserting a new subsection (b) as follows:

                  (b) Borrower acknowledges that HomePlace, a tenant at the
            Wendover Property, has filed a Chapter 11 bankruptcy proceeding. In
            the event the lease to HomePlace is rejected in any bankruptcy
            proceeding and all the space leased by HomePlace is not re-leased
            within twenty-four (24) months from the effective date of the lease
            rejection to a new tenant reasonably satisfactory to Holder pursuant
            to a lease, in form and substance acceptable to Holder, then
            Borrower shall make a mandatory prepayment of the principal of this
            Note in the amount of Two Million Five Hundred Thousand Dollars
            ($2,500,000) plus the Prepayment Fee attributable to said amount of
            principal.

            (e) The first paragraph Section 11 of the Note is amended by adding
      "and (ix)" after "(viii)" in the last line on page 4 and by deleting
      "and/or" before "(viii)" at the top of page 5 and inserting the following
      at the end of said first paragraph: "and/or (ix) to recover the amount due
      under Section 8(b) of this Note."


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FIRST AMENDMENT TO PROMISSORY NOTE                                        PAGE 3
<Page>

      4. REAFFIRMATION. Borrower and Co-Borrower hereby represent and warrant,
and Lender confirms, that the outstanding principal balance of the Note after
the advance of the Additional Loan as of the date hereof is $55,758,030.67.
Borrower and Co-Borrower hereby acknowledge, recognize, and confirm that the
obligations of Borrower and Co-Borrower under the Note as amended by this First
Note Amendment are fully enforceable and represent the legal, valid and binding
obligations of Borrower and Co-Borrower.

      5. NO NOVATION. This First Note Amendment is not intended to be, and shall
not constitute, a release or discharge of indebtedness evidenced by the Note or
a novation thereof. This First Note Amendment shall be attached to and become a
part of the Note.

      6. HEADINGS. The captions used herein are for convenience of reference
only and shall no limit, amplify, or otherwise affect any of the terms,
provisions, covenants or conditions of this First Note Amendment.

      7. CHANGES ONLY IN WRITING. This First Note Amendment may not be changed
or modified orally or in any manner other than by an agreement in writing signed
by the party to be charged, and any attempt to do the same shall be null and
void.

      8. NO WAIVER. Nothing contained in this First Note Amendment is intended
to effect, nor shall the same constitute, a waiver of any defaults (if any) by
Borrower or Co-Borrower under the Note, as amended by this First Note Amendment,
nor shall the same effect a waiver, limitation, or (except as expressly provided
by this First Note Amendment) modification of any of the terms or conditions of
the Note, or any of the rights or remedies available to Lender thereunder, at
law or in equity, all of which Lender expressly reserves.

      IN WITNESS WHEREOF, Borrower, Co-Borrower, and Lender have duly executed
this First Amendment to Promissory Note with the intent that the document be
executed and delivered as a sealed instrument, and affixed its seal or adopted
as its seal the word "(SEAL)" appearing beside its execution below, all as of
the date and year first above written.

                              BORROWER:

                              HERITAGE PROPERTY INVESTMENT LIMITED
                              PARTNERSHIP

WITNESS:                      By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                   a Maryland corporation,
                                   Sole General Partner

/s/ Jonathan M. Sachs              By  /s/ Gary Widett
---------------------------            ---------------------------------- [SEAL]
Jonathan M. Sachs                      Name: Gary C. Widett
                                       Title: Asst. Vice President

                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


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FIRST AMENDMENT TO PROMISSORY NOTE                                        PAGE 4
<Page>

                             CO-BORROWER:

                             NH HERITAGE LIMITED PARTNERSHIP

WITNESS:                     By:  HERITAGE PROPERTY INVESTMENT LIMITED
                                  PARTNERSHIP
                                  a Delaware limited partnership
                                  Sole General Partner

                                  By:  HERITAGE PROPERTY INVESTMENT TRUST, INC.,
                                       a Maryland corporation
                                       Sole General Partner

/s/ Jonathan M. Sachs                  By  /s/ Gary Widett
--------------------------                 ------------------------------ [SEAL]
Jonathan M. Sachs                          Name: Gary C. Widett
                                           Title: Asst. Vice President

                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


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FIRST AMENDMENT TO PROMISSORY NOTE                                        PAGE 5
<Page>

                                    LENDER:

WITNESS:                            METROPOLITAN LIFE INSURANCE COMPANY,
                                      a New York corporation

/s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]
--------------------------------        --------------------------------- [SEAL]
                                        Name:
                                        Title:


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FIRST AMENDMENT TO PROMISSORY NOTE                                        PAGE 6