<PAGE>
 
                                                                    EXHIBIT 10.5



     FORM OF MANAGEMENT AGREEMENT


     PROPERTY NAME:  Property Capital Trust
                     Limited Partnership

     Located at:     51 New York Avenue
                     Framingham, Massachusetts

     OWNER:          Property Capital Trust
                     Limited Partnership


     CONTRACTOR:     Beal & Company, Inc.


     DATE:  ______________, 1999
<PAGE>
 
                                    FORM OF
                             MANAGEMENT AGREEMENT

     Owner and Contractor act and agree as follows:

                                    PART I
                                REFERENCE DATA
                                --------------

     Each reference in this Agreement to any of the following defined terms will
be deemed to incorporate all of the following information:

     "Commencement Date"  __________________, 1999

     "Contractor"             Beal & Company, Inc., a Massachusetts corporation

     "Owner"             Property Capital Trust Limited Partnership

     "Property" or "Project"  Property Capital Trust Limited Partnership
                         51 New York Avenue
                         Framingham, Massachusetts

as more particularly described in Exhibit A, together with all personal property
of Owner attached to or used in connection with the above-named property.

Parts II through V of this Agreement and the Exhibits hereto are made a part of
this Agreement as effectively as if set forth above the signature lines.

Executed, as an instrument under seal, as of _________________, 1999.

                   OWNER:

                   PROPERTY CAPITAL TRUST LIMITED PARTNERSHIP

                   By:  Property Capital Trust, Inc., its general partner

                   By:  _______________________________________
                        Name:       Bruce A. Beal
                        Title:       President

                   CONTRACTOR:

                   BEAL & COMPANY, Inc.

                   By:  _______________________________________
                        Name:
                        Title:
<PAGE>
 
                                    PART II
                              ENGAGEMENT AND TERM
                              -------------------

     1.   Engagement of Contractor.  Except as otherwise provided herein, the
          ------------------------                                           
Owner hereby engages the Contractor as its sole and exclusive management and
leasing agent for the term hereof, to rent, operate, maintain and manage the
Property, together with any expansions thereof and additions thereto and the
Contractor hereby accepts such

     2.   Term of Agreement.  This Agreement shall be for an initial term
          -----------------                                              
commencing on the Commencement Date and ending on December 31, 1999.
Thereafter, the term of this Agreement shall be automatically renewed for
successive renewal terms of one (1) year each unless terminated by either party
by written notice delivered to the other party at least thirty (30) days prior
to the expiration of the initial term or then current renewal term, subject to
earlier termination as hereinafter provided.  Any and all such renewal terms
shall be upon and subject to all of the same terms and provisions as the initial
term hereof (the initial term and any and all such renewal terms of this
Agreement are hereinafter sometimes referred to as the "Term").

                                   PART III
                           MANAGEMENT OF THE PROJECT
                           -------------------------

     3.   Duties and Authorities of Contractor.  Contractor shall manage,
          ------------------------------------                           
operate and maintain the Project in an efficient and satisfactory manner,
utilizing trained, experienced personnel, in conformance with an annual budget
(the "Annual Budget") to be prepared by Contractor (in consultation with Owner)
prior to January 10 of each calendar year.  The Contractor agrees to perform the
following services, and the Owner hereby authorizes the Contractor, subject to
the terms and provisions of this Agreement, to take such reasonable action as
may be necessary or desirable in connection therewith, to-wit:

          (a) Collections.  The Contractor shall collect all rents and other
              -----------                                                   
income from the Project and shall use reasonable efforts to ensure tenants'
compliance with their respective leases, and when necessary, as directed by the
Owner, shall institute any and all legal actions or proceedings (using counsel
approved in writing by Owner) to effect such collections and to evict delinquent
tenants; and Contractor agrees to employ reasonable efforts to attempt to
collect such income, although Contractor shall not be liable for any failure so
to collect;

          (b) Bank Accounts; Transfer of Funds.  The Contractor shall deposit
              --------------------------------                               
all monies received by Contractor for or on behalf of Owner in a segregated
account in the name of Owner for the Project in a bank or other institution
approved by Owner (the "Depository Account"), which funds shall not be mingled
with the other funds of Contractor.  Contractor shall pay out of the Depository
Account all ordinary and necessary operating expenses of the Project and any
other payments relating to the Project required by the terms of this Agreement
or the applicable Annual Budget.  Owner may direct Contractor to change any
depository bank or depository arrangement.  Without the prior written consent of
Owner, however, Contractor will not change any depository bank or arrangement or
other banking relationship or procedure;

          (c) Employees.  Contract shall, subject to the provisions of the then
              ---------                                                        
applicable Annual Budget, select, retain and employ qualified and experienced
persons or contractors to perform all necessary maintenance, security (if
requested by Owner or contained in the Annual Budget) and custodial labor in
connection with the Project, whether part time or full time, and shall provide
necessary workman's compensation payments, income tax withholding and other
similar payments, which personnel at all times shall be the employees of
Contractor and shall not be deemed to be the employees of Owner for any purpose
whatsoever. All costs incurred with respect to the foregoing, including without
limitation, all costs and expenses relating to on-site employees, shall be at
Owner's expense provided that such costs are in accordance with the then
applicable Annual Budget or are otherwise approved by Owner.  Contractor will
attempt to use independent

                                       2
<PAGE>
 
contractors where possible and prudent.  Contractor shall select, retain and
employ sufficient home office personnel to perform the management activities
required under this Agreement, the costs of which shall be paid by Contractor,
except to the extent otherwise expressly stated herein.

          (d) Standard of Care.  The Contractor shall exercise diligence and
              ----------------                                              
care, in accordance with appropriate industry standards, in the management of
the project, and shall furnish the Owner with its advice, experience and
judgment in such management;

          (e) Insurance.  The Contractor shall maintain insurance coverage
              ---------                                                   
pursuant to Section 8 below.

          (f) Payment of Expenses.  To the extent that funds of Owner are in
              -------------------                                           
accounts of Owner on which Contractor is authorized to draw and available
therefor, the Contractor shall pay from such funds all taxes, assessments, other
impositions applicable to the Project, and all operating expenses of the
Project, including but not limited to the payment of:  (i)  utility costs;  (ii)
on-site personnel costs;  (iii) repairs, replacement and maintenance costs; (iv)
security, if desired by the Owner; (v) insurance costs; and (vi) debt service,
if applicable.

          (g) Service Contracts.  Unless and until the Owner directs Contractor
              -----------------                                                
to the contrary, the Contractor, acting for and on behalf of and in the name of
the Owner, shall enter into and supervise the performance of any and all
contracts and agreements which the Contractor may reasonably deem necessary or
desirable to provide any repairs, alterations, maintenance, utilities and other
services to or for the buildings and improvements of the Project, subject to the
approved Annual Budget; provided, however, that Contractor shall not, without
prior written consent of Owner, enter into any one contract or agreement that
requires annual payments in excess of $5,000.00 unless contemplated by the
approved Annual Budget.

          (h) Financial Information.  Within ten (10) days after the end of each
              ---------------------                                             
month, the Contractor shall cause to be submitted to the Owner at such place or
places as may be designated by Owner, all accounting and financial information
and services expressly required pursuant to Section 18 below;

          (i) Compliance With Laws and Contracts.  Contractor will use
              ----------------------------------                      
reasonable commercial efforts to comply with federal, state and municipal laws,
ordinances, regulations and orders relative to the leasing, use, operation,
repair and maintenance of the Project and with the regulations of the local
Board of Fire Underwriters or other similar bodies.  Contractor will promptly
remedy any violation of any such law, ordinance, rule, regulation or order which
comes to its attention and simultaneously will notify Owner of same. In
addition, expect as otherwise specifically directed by Owner, Contractor will
use reasonable commercial efforts to comply with all contracts and agreements
relating to the Project.  In each instance, such compliance will be an expense
of the Project and Contractor will not be required to make any payment from its
own funds or incur any individual liability.  Except as otherwise specifically
directed by Owner, Contractor will be responsible for paying, from the income of
the Project, all real estate taxes, personal property taxes, betterment
assessments and similar governmental charges properly due with respect to the
Project;

          (j) Utility Contracts.  Contractor will maintain, on behalf of Owner
              -----------------                                               
and at Owner's expense, contracts for all necessary utility services for the
Project.

          (k) Repairs, Decorations and Alterations.  Contractor will, at Owner's
              ------------------------------------                              
expense, make all ordinary and extraordinary repairs, decorations and
alterations, subject to the limits of the approved Annual Budget.

     Notwithstanding anything to the contrary provided herein, the obligation of
Contractor to manage, operate and maintain the Project in accordance with this
Agreement and the Annual Budget shall not except as otherwise expressly provided
in this Agreement, require Contractor to expend its own funds to meet Project

                                       3
<PAGE>
 
expenses, and Contractor shall not have any liability for any failure to meet
the performance standards in this Agreement and in the Annual Budget to the
extent such failure is due to the unavailability of funds to meet expenses
required to be paid for the project revenue.

     4.   Compensation to Contractor.
          -------------------------- 

          (a) Management Fee.  As compensation for the management services to be
              --------------                                                    
rendered by Contractor hereunder, the Owner agrees to pay to the Contractor a
management fee (the "Management Fee") equal to three percent (3.0%) of the total
monthly gross receipts, from the Project.  Payable by the 5th day of the month
for the duration of this Agreement.  Payments due Contractor for periods of less
than a calendar month shall be prorated over the number of days for which
compensation is due.  The percentage amount set forth in 4(a) shall be based
upon the total gross receipts from the Property during the preceding month.

          (b) Leasing Fee.  In addition to the Management Fee, the Owner agrees
              -----------                                                      
to pay Contractor a leasing fee (the "Leasing Fee") in the amounts calculated as
hereinafter set forth for each Tenant Lease entered into during the Term of this
Agreement.  The amount of the Leasing Fee will be based upon the annual base
rent payable pursuant to a Tenant Lease.  The Leasing Fee shall be due and
payable to Contractor when such Tenant Lease has been executed and delivered by
or on behalf of both the Owner and the Tenant thereunder.  The Leasing Fee for
Tenant Leases shall be calculated based on the following schedule:

          5% of the annual base rent for the first year of the term;

          4% of the annual base rent for the second and third years;

          3% of the annual base rent for the fourth year;

          2% of the annual base rent for the fifth year; and

          1.5% of the annual base rent for any balance of the term up to a
     maximum of ten (10) years.

     If a Tenant Lease is executed with the participation of an independent
broker to whom a commission is payable, the Leasing Fee payable hereunder with
respect to such Tenant Lease shall equal twenty-five percent (25%) of the
commission payable pursuant to the foregoing schedule.

     If an existing Tenant at the Project extends its Tenant Lease pursuant to
an extension right in its existing Tenant Lease (whether or not an amendment to
such Tenant Lease is executed to acknowledge such extension) or if an existing
Tenant at the Project extends its Tenant Lease for an additional term of less
than two years by means of an amendment to such Tenant Lease at a time when such
Tenant has no remaining extension right under the terms of its Tenant Lease, the
Leasing Fee payable hereunder with respect to such extension shall equal fifty
percent of the commission payable pursuant to the foregoing schedule.  If an
existing Tenant at the Project extends its Tenant Lease for an additional term
of two years or more by means of an amendment to such Tenant Lease at a time
when such Tenant has no remaining extension rights under the terms of its Tenant
Lease, the full Leasing Fee shall be payable hereunder with respect to such
extension.

     Leasing Fees shall be deemed to have been fully earned at the time paid,
except as hereinabove provided, and the Owners' obligation to pay Contractor
said Leasing Fee with respect to any such Tenant Leases shall survive the
expiration or termination of this Agreement.

     The Leasing Fees payable hereunder are intended to be gross compensation to
Contractor in consideration for Contractor's leasing and marketing services
hereunder, and Contractor shall therefore not be

                                       4
<PAGE>
 
entitled to any additional payment hereunder with respect to such services,
except as specifically set forth in this Agreement.

          (c) Payment of Fees.  The Contractor is hereby authorized to deduct
              ---------------                                                
any and all fees and reimbursable expenses payable to it under the terms of this
Agreement from rentals and other income received by it on behalf of Owner as
contemplated by this Agreement.

     5.   Expenses of Operation.
          --------------------- 

          (a) Reimbursable Costs.  Provided that the same is in accordance with
              ------------------                                               
the Annual Budget. Owner will, at its own cost and expense, in addition to
payment of and for the on-site management personnel as set forth in Paragraph
3(c) hereof and any other reimbursable expenses provided for in this Agreement,
pay or reimburse the Contractor for the following expenses of operation, which
shall not be borne by Contractor:

               (i)    Fees and expenses of independent auditors and accountants,
                      and reasonable fees of outside legal counsel.

               (ii)   Advertising, promotional, public relations, brochures and
                      printing fees, costs and expenses.

               (iii)  Costs of preparation, reproduction, transportation and
                      storage of display boards, layouts and similar items used
                      or needed by Contractor to negotiate Tenant Leases.

               (iv)   Any fees or commissions payable to independent brokers for
                      leasing any space situated in the Project or any part
                      thereof.

               (v)    Reasonable Federal Express, UPS or other overnight courier
                      charges incurred by Contractor in connection with
                      performance of its duties hereunder.

               (vi)   Costs of data processing.


                                    PART IV
                            LEASING OF THE PROJECT
                            ----------------------

     6.   Leasing Services.  With respect to the leasing of space in the
          ----------------                                              
Project, Contractor agrees to furnish leasing and marketing services throughout
the Term as aforesaid, including without limitation the negotiation of all
Tenant Leases (as defined below).  All such Tenant Leases shall be on a standard
form approved by Owner, in the name of Owner, and executed by Owner.  Upon the
execution by all parties of any Tenant Lease, Contractor shall immediately
provide to Owner a copy of the executed Tenant Lease.

     7.   Leasing Definitions.  For purposes of this Agreement, the Owner and
          -------------------                                                
Contractor agree that (i) the term "Tenant Leases" shall mean and refer to any
and all existing leases and any and all future leases and other agreements for
the lease or occupancy of any space in the Project which are entered into during
the term of this Agreement, and any and all amendments thereto and modifications
thereof; (ii) the term "Tenant Lease" shall mean and refer to any one of the
Tenant Leases; (iii) the term "Tenants" shall mean and refer to any and all
tenants of any space in the Project; (iv) the term "Tenant" shall mean and refer
to any one of the Tenants.

                                       5
<PAGE>
 
                                    PART V
                              GENERAL PROVISIONS
                              ------------------

     8.   Insurance.
          --------- 

          (a) Owner's Insurance.  At Owner's election, Contractor will on behalf
              -----------------                                                 
of Owner and at Owner's expense (i) obtain and will keep in full force and
effect during the Term, adequate property and liability insurance with respect
to the Project, but in no event less that (x) in the case of property insurance,
the full insurable value of the improvements at the Project together with loss
of rents or business interruption coverage and (y) in the case of liability
insurance, the amounts specified by Owner, and (ii) comply with all requirements
affecting the insurance provisions included in any mortgages, if applicable,
encumbering the Project.  All of said insurance shall be written on an
occurrence basis and shall be maintained in full force and effect during the
Term.  All of said liability insurance required hereunder, or otherwise
maintained by Owner with respect to the Project, shall name the Owner, the
Contractor and any of Owner's mortgagees, if applicable, as named insured
thereunder and shall be primary to any other coverage which may be in effect.
Contractor is hereby authorized to procure all of said insurance on behalf of
the Owner.  Notwithstanding the foregoing, at Owner's election such property and
liability insurance maybe blanketed with other insurance carried by Owner or any
affiliate of Owner, in which case a pro rata share of the premiums will be
chargeable to the Project as an operating expense. Owner or Owner's insurer will
have the exclusive right, at its option (chargeable as an operating expense of
the Project), to conduct the defense of any claim, demand or suite arising out
of the ownership, operation or management of the Project.  Contractor will
furnish whatever information is requested by Owner for the purpose of placement
of insurance coverages and will aid and cooperate in every reasonable way with
respect to such insurance and any claim or loss thereunder.  Contractor will
notify Owner and Owner's insurance carrier promptly upon becoming aware of any
casualty, loss, injury, claim or other event which may result in a claim under
any insurance policy maintained by Owner.

          (b) Adverse Impacts on Insurance.  Contractor shall not knowingly
              ----------------------------                                 
permit the use of the Project for any purpose which might (i) void any policy of
insurance relating to the Project, (ii) render any loss thereunder
uncollectable, or (iii) increase the premium otherwise payable thereunder except
in connection with prudent actions designed to increase the economic benefits
from the Project.

     9.   Indemnity.
          --------- 

          (a) Owner's Indemnity of Contractor.  The Contractor shall perform its
              -------------------------------                                   
obligations and duties under this Agreement as an independent contractor of the
Owner, and any and all obligations incurred by the Contractor on behalf of Owner
hereunder as expressly provided  herein shall be for the account and at the
expense of Owner to the extent provided herein.  As a material part of the
consideration for this Agreement, and as an inducement for the Contractor to
enter into this Agreement, the Owner agrees that, to the fullest extent
permitted by law, the Owner has indemnified and does hereby indemnify and hold
harmless the Contractor, its officers, directors, agents, servants, and
employees, from and against any and all liability, claims of liability, suits,
actions, judgments, damages, losses, costs and expenses, including but not
limited to costs of defense and reasonable attorneys' fees, paid or incurred by
Contractor or by any of its officers, directors, agents, servants or employees,
arising from or as the result of the performance by Contractor of its
obligations and agreements hereunder in accordance with the terms and provisions
hereof, or arising out of or as the result of any bodily or personal injury to
or death of any person or persons whomsoever (including but not limited to any
agent, servant or employee of Owner or Contractor, or of any of their respective
contractors or subcontractors, or any lessee, tenant, licensee, guest, invitee
or any other person who enters upon the Project), or any loss, theft or
destruction of or damage to any property of the Owner or of others, arising out
of or in connection with the ownership of the Project by Owner or the operation,
leasing or management of the Project by the Contractor, or the exercise of any
of the duties, obligations or powers herein or hereafter granted to, or
conferred upon or assumed by Contractor, or liability therefor imputed as a
matter of law to the Contractor or any of its officers, directors, agents,
servants or employees.

                                       6
<PAGE>
 
     Notwithstanding the provisions of the foregoing paragraph, Owner shall not
be required to indemnify, defend or hold the Contractor harmless against any
loss, cost, liability or expense which arises as a result (i) of any gross
negligence or willful misconduct on the part of the Contractor or its home
office employees, (ii) any breach or default by Contractor hereunder which
remains uncured following notice thereof from Owner and the expiration of any
applicable cure periods.

          (b) Contractor's Indemnity of Owner.  The Contractor agrees to
              -------------------------------                           
indemnify, defend (with counsel reasonably approved by Owner) and hold harmless
Owner from any loss, cost, liability or expense (including without limitation
reasonable attorneys' fees) which arises as a result of any gross negligence or
willful misconduct on the part of the Contractor, its agents or employees.  The
foregoing shall not be construed as a limitation upon any other rights or
remedies provided at law for a breach of this Agreement by Contractor continuing
beyond any notice or cure period.  Notwithstanding anything to the contrary
provided herein, the Contractor shall not have any liability for any loss, cost,
liability or expense paid or incurred by Owner which is paid or reimbursed by
any casualty, loss of rents, business interruptions, liability or other
insurance maintained by or on behalf of the Project.

          (c) Survival of Indemnities.  Owner and Contractor agree that the
              -----------------------                                      
indemnities set forth above shall survive the expiration or termination (whether
with or without cause) of this Agreement.

     10.  Termination of Agreement.
          ------------------------ 

          (a) Termination of Owner.  The Owner shall have the right to terminate
              --------------------                                              
this Agreement with or without cause by giving Contractor at least thirty (30)
days prior written notice and, in such event, Contractor shall be entitled to
receive all fees and reimbursable expenses payable to Contractor hereunder as
provided in clause (c) below.  In the event of termination by Owner with cause,
Owner shall have such rights land remedies against Contractor as provided under
applicable law.

          (b) Termination by Contractor.  The Contractor shall have the right to
              -------------------------                                         
terminate this Agreement at any time with or without cause by written notice
delivered to the Owner at least sixty (60) days prior to the effective date of
such termination.  In the event of termination by Contractor, all fees and
reimbursable expenses payable to Contractor hereunder shall be paid as set forth
in clause (c) below.

          (c) Termination Payments.  Upon termination of this Agreement by
              --------------------                                        
either party (or by the Lender pursuant to clause (d) below), the Management Fee
shall be prorated to the effective date of such termination and paid to
Contractor.  In addition, termination shall not affect or impair the Owner's
obligation to pay Contractor any Leasing Fees, reimbursable expenses and other
sums due and payable by Owner to Contractor to which the Contractor is entitle
hereunder, all of which shall be and remain due and payable in full in
accordance with the terms and provisions of this Agreement.

     11.  Notices.  Any notices respecting provisions of this Agreement shall be
          -------                                                      
in writing and shall be considered to have been given if hand delivered or if
sent by registered or certified mail, return receipt requested, or by private
overnight carrier, in each instance properly addressed and with postage or other
charges prepaid, in the case of the Owner to ("Owner's Notice Address"):

          177 Milk Street
          Boston, Massachusetts 02109

and in the case of the Contractor to ("Contractor's Notice Address"):

          177 Milk Street
          Boston, Massachusetts 02109

                                       7
<PAGE>
 
All notices shall be considered to have been given on the earlier of receipt or
three days after the date of mailing or delivery to an overnight carrier as
provided herein.  Any party to this Agreement desiring to make a change in its
address for the purpose of notices under this Section shall notify the other
party of the change of address in the same manner as provided for in this
Section for notices.

     12.  Binding Effect.  The provisions hereof shall be binding upon and inure
          --------------                                                        
to the benefit of the parties hereto, their respective heirs, personal
representatives, successors and assigns.

     13.  Gender and Number.  As used in this Agreement, words of any gender
          -----------------                                                 
shall be construed to include any other gender, words in the singular number
shall be construed to include the plural, and words in the plural number shall
be construed to include the singular, when the context or sense of this
Agreement requires.

     14.  Severability.  If any provision or any part of any provision of this
          ------------                                                        
Agreement or the application thereof to any person or circumstances shall be
held illegal, invalid or unenforceable to any extent by any court of competent
jurisdiction, such hold shall not affect the remaining provisions or parts of
provisions of this Agreement or the application thereof to any other persons or
circumstances, and all of the provisions of this Agreement shall be enforced to
the fullest extent permitted by law.

     15.  Governing Law.  This Agreement shall construed in accordance with the
          -------------                                                        
laws of The Commonwealth of Massachusetts.

     16.  Paragraph Headings.  All captions and paragraph headings contained in
          ------------------                                                   
this Agreement are for convenience of reference only, and shall not be construed
to enlarge, diminish or otherwise affect the meaning or interpretation of any of
the terms or provisions hereof.

     17.  Independent Contractor.  This Agreement is not one of general agency
          ----------------------                                              
by Contractor for Owner, but one with Contractor engaged independently in the
business of managing properties, as an independent contractor, and in that
respect having only limited agency as specifically set forth in this Agreement.

     18.  Accounting and Financial Services.
          --------------------------------- 

          (a) Books and Accounts.  Contractor will maintain adequate and
              ------------------   
separate books and records for the Project, the entries on which shall be
supported by sufficient documentation to ascertain that all entries are
accurate. Such books and records will be maintained at Contractor's Notice
Address or at such other location as may be mutually agreed upon by Contractor
and Owner in writing. Contractor will attempt in good faith to maintain such
control over accounting and financial transaction as is reasonably required to
protect Owner's assets from theft, negligence or fraudulent activity on the part
of Contractor's employees or other agents. Uninsured losses arising from theft,
gross negligence or fraud by Contractor are to be borne by Contractor in its
individual capacity and not as an operating expense of the Project.

          (b) Monthly Statements - Financial Reports.  Contractor will furnish
              --------------------------------------   
to Owner, no later than 10 days after the end of each month, a report (the
"Monthly Statement") of all transaction occurring during such month. The purpose
of said Monthly Statement will be to inform and appraise Owner of Project status
and condition. Contractor is responsible to review and comment on Project
financial and physical condition to assist Owner so that Owner is fully
knowledgeable regarding same.

          (c) Owner's Property.  All books, records, computer disks, invoices
              ----------------     
and other documents received and/or maintained by Contractor pursuant to this
Agreement are and will remain the property of Owner.

     19.  Subordination.  This Agreement, if applicable, is subject and
          -------------                                                
subordinate in all respects and inferior to any and all  mortgages, security
agreements, assignments of leases, rights of first offer, or UCC

                                       8
<PAGE>
 
financing statements affecting or encumbering the Project and held by and entity
unrelated to Owner, as well as to any modification, increase, amendment or
consolidation thereto, as the case may be.

     20.  No Assignment; Further Assurances.  This Agreement and all rights
          ---------------------------------                                
hereunder are not assignable by Contractor or by Owner.

     21.  Consent and Approvals.  Owner's consents or approvals may be given
          ---------------------                                             
only in writing or by facsimile of a written consent or approval transmitted by
telecopy or other electronic means, and only by representatives of Owner from
time to time designated in writing by Owner.

     22.  Amendments.  This Agreement cannot be amended or modified except by
          ----------                                                         
written instrument signed by both Owner and Contractor.

     23.  Complete Agreement.  This Agreement supersedes any previous
          ------------------                                         
management, leasing or consulting agreement between the parties relating to the
Property.

     24.  Exculpation.  Contractor agrees that Contractor shall look solely to
          -----------                                                         
Owner's interest in the Project for the satisfaction of any claim now existing
or hereafter arising or accruing against Owner, its trustees, beneficiaries,
officers, agents and employees.  It is expressly agreed that neither Owner, any
partner of Owner, nor any partner, officer, director, shareholder, trustee,
beneficiary, employee, agent or representative of any of them, shall in any way
be held personally liable hereunder.

                                       9
<PAGE>
 
                                   EXHIBIT A
                                   ---------

     The land in the Framingham Industrial Park, Framingham, Middlesex County,
Massachusetts, situated on the northerly side of New York Avenue, and bounded
and described as follows:

     NORTHERLY      by land of Paramount Development Associates, Inc., two
                    hundred forty-seven and 73/100 (247.73) feet;

     EASTERLY       by land of Electric Product Sales, Inc. one hundred ninety-
                    seven and 02/100 (197.02) feet;

     SOUTHERLY      by New York Avenue (a private way) two hundred fifty-five
                    and 13/100 (255.13) feet;

     WESTERLY       by land of Paramount Development Associates, Inc. one
                    hundred ninety-seven and 15/100 (197.15) feet.

Containing approximately 49,535 square feet all as more fully shown on Lot #24
on plan entitled "Plan of Land in Framingham, Mass. Owned by:  Paramount
Development Associates, Inc."  Scale 1"=40' dated Sept. 17, 1968.  Plan by:
MacCarthy Engineering Service, Inc. Natick, Mass. recorded with Middlesex South
District Registry of Deeds, Book 11613, Page 494.

                                       10