<PAGE>
 
                                                                    EXHIBIT 10.3


                               SECOND AMENDMENT
                                      TO
                             INVESTMENT AGREEMENT


     This SECOND AMENDMENT TO INVESTMENT AGREEMENT (hereinafter referred to as
this "Agreement") dated as of October 16, 1998 is made and entered into by and
      ---------                                                           
among Framingham York Associates Limited Partnership, a Massachusetts limited
partnership ("FYA" or the "Purchaser"), Property Capital Trust, a Massachusetts
              ---                                                
business trust (the "Trust"), and Maryland Property Capital Trust, Inc., a
                     -----                                        
Maryland corporation (the "Company").
                           -------   

                                   RECITALS

     A.   The parties hereto entered into an Investment Agreement on June 18,
1998 (the "Original Agreement").
           ------------------   

     B.   The Original Agreement was amended by the parties hereto on August 7,
1998 (the "First Amendment").
           ---------------   

     C.   The parties hereto desire to amend the Original Agreement and the
First Amendment as provided herein.


     NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, do hereby agree as follows:

1.   Section 1.1 is hereby amended to read in its entirety as follows:

     "Issuance of Shares.  Upon the terms and subject to the conditions set
      ------------------                                                   
     forth in this Agreement, and in reliance upon the representations and
     warranties hereinafter set forth, on the Closing Date (as defined in
     Section 1.2), the Company will issue, sell and deliver to the Purchasers,
     and the Purchasers will purchase from the Company, an aggregate of 319,489
     shares (the "Shares") of common stock of the Company, par value $.01 per
                  ------                                                     
     share (the "Common Stock"), for an aggregate purchase price of one million
                 ------------                                                  
     dollars ($1,000,000) (the "Aggregate Purchase Price").  Subject to the
                                ------------------------                   
     provisions of Section 1.3, at the Closing (as defined in Section 1.2), each
     Purchaser will purchase from the Company, and the Company will issue, sell
     and deliver to such Purchaser, the number of shares set forth opposite such
     Purchaser's name on Schedule 1.1 attached hereto and such Purchaser will
                         ------------                                        
     deliver to the Company the portion of the Aggregate Purchase Price set
     forth opposite such Purchaser's name on Schedule 1.1."
                                             ------------  

2.   Section 1.2(b) is hereby amended by deleting "and" before "(ii)" and by
     adding at the end thereof the following:

     "And (iii) the Trust will deliver to The Beal Companies Inc., out of cash
     in the possession of the Trust before receipt of the Aggregate Purchase
     Price, an amount equal to the Deposit (as defined in Section 11.10(b))
     minus (x) the sum of $5,000, which is the approximate cost of legal and
     accounting services for preparing the Form 10-Q for the Trust's third
     fiscal quarter of 1998, (y) an amount equal to $9,000 per
<PAGE>
 
     month, prorated on a daily basis, for each month that elapses between
     October 1, 1998 and the Closing, and (z) the sum of $35,000, which is the
     approximate cost of legal and accounting services for the Trust's audited
     financial statements for the calendar year 1998 and preparation of the
     Trust's Form 10-K for such year, in immediately available funds by wire
     transfer to the account designated by The Beal Companies Inc., or by such
     other means as may be agreed by the parties."

3.   Section 1.3 is hereby  is hereby deleted and replaced in its entirety with
     the following:

     "Additional Purchasers.  Notwithstanding anything else herein to the
      ---------------------                                              
     contrary, if and to the extent required for the Company to qualify as a
     real estate investment trust under the Internal Revenue Code of 1986, as
     amended, at any time following the execution of the Agreement, but prior to
     the date on which the Proxy Statement (as defined in Section 4.2) is filed
     with the Securities and Exchange Commission (the "SEC"), FYA may assign to
                                                       ---                     
     one or more third parties a portion of its investment commitment under the
     Agreement, and all rights and obligations associated therewith.  Any party
     to whom FYA assigns a portion of its investment commitment, and all rights
     and obligations associated therewith, and any party who purchases all or a
     portion of the Shares shall execute a joinder to the Agreement in the form
     of Exhibit A attached hereto.  All references to "Purchasers" contained in
        ---------                                                              
     the Agreement shall be deemed to include any party who executes such a
     joinder and Schedule 1.1 shall be amended to reflect the execution of such
                 ------------                                                  
     a joinder."

4.   Section 2.1 is hereby amended to provide that the references to BPPH, the
FYA Merger Agreement and the PCT LP Merger Agreement are deleted, the FYA Merger
Agreement and the PCT LP Merger Agreement are no longer included in the
definition of "Transaction Documents," and the Contribution and Merger Agreement
(the "FYA/PCT LP Merger Agreement") dated as of October 15, 1998 by and between
      ---------------------------                                              
FYA and Property Capital Trust Limited Partnership, a Massachusetts limited
partnership ("PCT LP"), is included in the definition of the term "Transaction
              ------                                                          
Documents."

5.   Section 3.5 is hereby amended to add to the definition of "SEC Documents"
all periodic reports, such as Forms 10-K, 10-Q and 8-K, and proxy statements,
including amendments thereto, filed by the Trust under the Exchange Act.

6.   Section 3.11(c) is hereby deleted and replaced in its entirety with the
     following:

     "There are no shares of beneficial interest, common stock or any other
     equity security of the Trust or the Company issuable upon conversion or
     exchange of any security of the Trust or the Company or any Subsidiary of
     either of them.  Other than pursuant to the Rights Agreement (the "Rights
                                                                        ------
     Agreement") dated September 28, 1990 between the Trust and State Street
     ---------                                                              
     Bank and Trust Company, no shareholder of the Trust or the Company is
     entitled to any preemptive or similar rights ("Rights") to subscribe for
     shares of capital stock of the Trust or the Company. The Trustees of the
     Trust have exempted from the provisions of the Rights Agreement the
     Transaction Documents and all transactions contemplated by the Transaction
     Documents.  In addition, effective immediately prior to the Closing, the
     Trustees of the Trust shall terminate the Rights Agreement in accordance
     with its terms and shall cause the payment of all amounts due the
     shareholders of the Trust in connection with such termination and the
     redemption of all outstanding Rights out of cash in the possession of the
     Trust before receipt of the Aggregate Purchase Price."

                                       2
<PAGE>
 
7.   Section 4.2 is hereby  is hereby deleted and replaced in its entirety with
     the following:

     "Consent Solicitation; Proxy Statement; Special Meeting.
      ------------------------------------------------------ 

          (a)  As promptly as practicable after the date of execution of this
     Second Amendment, the General Partners of FYA shall (i) circulate a
     disclosure document recommending to the limited partners of FYA that they
     vote in favor of the approval of the FYA/PCT LP Merger Agreement and, if
     and to the extent required under the FYA partnership agreement, the other
     transactions contemplated hereby and thereby and (ii) use commercially
     reasonable efforts to solicit such approval (the "FYA Partners' Consent").

          (b)  The Beal Companies Inc., as representatives of the Purchasers,
     shall (i) while the FYA Partners' Consent is being solicited, cause
     Goodwin, Procter & Hoar LLP, counsel to the Purchasers, to prepare on
     behalf of the Trust and the Company a Registration Statement on Form S-4
     containing the proxy statement of the Trust under the Exchange Act with
     respect to the Special Meeting (as defined below) and the registration
     statement of the Company (collectively the "Proxy Statement"), if required
                                                 ---------------               
     by the Securities Act, the Exchange Act or the regulations of the American
     Stock Exchange, (ii) cause the Proxy Statement to comply as to form in all
     material respects with the applicable provisions of the Exchange Act and
     the rules and regulations promulgated thereunder, (iii) deliver the Proxy
     Statement to the Trust in form ready for filing with the SEC as soon as
     practicable after receiving the FYA Partners' Consent, and (iv) use
     commercially reasonable efforts to respond to SEC comments and cause the
     Proxy Statement to be cleared by the SEC as soon as practicable after
     receiving comments from the SEC (or notice of no SEC review).

          (c)  The Trust and the Company will cooperate with the representatives
     of the Purchasers in the preparation of the Proxy Statement, shall file the
     Proxy Statement and any correspondence with the SEC promptly upon receipt
     thereof from representatives of the Purchasers, shall immediately forward
     to the representatives of the Purchasers any correspondence from the SEC
     and provide the representatives of the Purchasers with such information as
     they may reasonably request in connection with the preparation, filing and
     SEC review of the Proxy Statement.

          (d)  In connection with the approval of the issuance of the Shares and
     the PCT Merger, the Trust, acting through its Board of Trustees, shall duly
     call, give notice of, convene and hold a special meeting of shareholders
     (the "Special Meeting") as soon as practicable after the Proxy Statement is
           ---------------                                                      
     cleared by the SEC, for the purpose of voting upon the approval of such
     issuance and the PCT Merger. The Trust and the Company shall include in the
     Proxy Statement the recommendation of its Board of Trustees and its Board
     of Directors, respectively, that shareholders vote in favor of approval of
     such issuance and the PCT Merger."

8.   The Registration Rights Agreement attached as Exhibit C is hereby deleted
                                                   ---------                  
and replaced with the Registration Rights Agreement attached hereto as Exhibit
                                                                       -------
C.

9.   Sections 4.8 is hereby deleted in its entirety.

10.  Section 4.12 is hereby amended to replace "immediately after the Closing"
with "immediately prior to the Closing."

11.  Sections 4.15 is hereby deleted in its entirety.

                                       3
<PAGE>
 
12.  Section 4.19 is hereby deleted and replaced in its entirety with the
following:

     "Post-Closing Covenants.  Following the Closing, the Purchasers shall vote
      ----------------------                                                   
     their Shares and, to the extent otherwise within their control, cause the
     Company and FYA to comply with the following covenants:

     (a)  For a period of two (2) years after the Closing, (i) so long as the
          single real estate property currently owned by FYA is the only real
          estate property owned by the Company, indirectly through FYA, the
          aggregate amount of borrowed money indebtedness of the Company and FYA
          on a consolidated basis shall not exceed $1,000,000 and (ii) if the
          Company, directly or indirectly through FYA, proposes to acquire
          additional properties, the aggregate fair market value of all
          properties so directly or indirectly owned by the Company on a
          consolidated basis (net of all indebtedness of the Company and FYA on
          a consolidated basis for money borrowed) after giving effect to such
          acquisitions must equal or exceed $3,000,000.

     (b)  For a period of two (2) years after the Closing, the Company, directly
          or indirectly through FYA, shall either (i) continue to own the real
          estate property currently owned by FYA or (ii) if such property is
          disposed of, own additional or substitute assets having an aggregate
          fair market value (net of all indebtedness of the Company and FYA on a
          consolidated basis for money borrowed and after giving effect to such
          dispositions) at least equal to $3,000,000.

     (c)  For a period of two (2) years after the Closing, neither the Company
          nor FYA shall be liquidated or dissolved.

     (d)  The provisions of this Section 4.19 shall survive the Closing and,
          where applicable, the restrictive covenants set forth in this Section
          4.19 shall also be set forth in the Partnership Agreement."

13.  Section 6.1(h) is hereby amended by deleting the words "on the date hereof"
and substituting therefor "on the Closing Date."

14.  Section 6.1(i) is hereby deleted and replaced in its entirety with the
following:

     "(i) The partners of FYA shall have approved, pursuant to the terms of FYA
     partnership agreement, the FYA/PCT LP Merger Agreement and such partners
     shall have executed the necessary addendums to the FYA/PCT LP Merger
     Agreement."

15.  A new Section 6.2(h) is hereby added after Section 6.2(g) as follows:

     "(h) The partners of FYA shall have approved, pursuant to the terms of FYA
     partnership agreement, the FYA/PCT LP Merger Agreement and such partners
     shall have executed the necessary addendums to the FYA/PCT LP Merger
     Agreement."

16.  Article 9 is hereby deleted and replaced in its entirety with the
following:

     "Section 9.1  Termination.   At any time prior to the Closing, this
                   -----------                                          
     Agreement may be terminated as follows, and the consequences of termination
     shall be as follows:

     (a)  by mutual written consent of all of the parties to this Agreement, in
          which event the parties shall agree as to the use of the Deposit (as
          defined in Section 11.10(b)).

                                       4
<PAGE>
 
     (b)  by the Purchasers or by the Trust if by November 20, 1998 either (i)
          the FYA Partners' Consent has not been obtained or (ii) the Proxy
          Statement has not been filed with the SEC. In the event of termination
          pursuant to this Section 9.1(b) (regardless of who is the terminating
          party) the Trust shall retain the Deposit;

     (c)  by the Trust if the Proxy Statement has not been cleared by the SEC by
          the later of : (i) Monday, January 11, 1999, (ii) if the SEC did not
          deliver its first round of comments until after 30 days following the
          date of initial filing of the Proxy Statement, then a number of days
          after January 11, 1999 equal to the number of days over 30 that
          elapsed after the initial filing before the first round of SEC
          comments was received, or (iii) if the SEC delivers more than a single
          round of comments on the Proxy Statement, then Monday, February 1,
          1999. In the event of termination pursuant to this Section 9.1(c), the
          Trust shall retain the Deposit;

     (d)  by the Purchasers if the issuance of the Shares and the PCT Merger
          Agreement have not been approved by the holders of two-thirds of the
          outstanding shares of beneficial interest of the Trust by the 60/th/
          day after the number of Proxy Statements (including proxy cards and
          return envelopes) requested by the Trust is delivered to the Trust's
          transfer agent for mailing to the Trust's shareholders; in the event
          of termination pursuant to this Section 9.1(d), the Trust shall
          immediately return to The Beal Companies, Inc. the Deposit minus (x)
          the sum of $5,000, which is the approximate cost of legal and
          accounting services for preparing the Form 10-Q for the Trust's third
          fiscal quarter of 1998, (y) an amount equal to $9,000 per month,
          prorated on a daily basis, for each month that elapses between October
          1, 1998 and the effective date of termination of this Agreement, and
          (z) the sum of $35,000, which is the approximate cost of legal and
          accounting services for the Trust's audited financial statements for
          the calendar year 1998 and preparation of the Trust's Form 10-K for
          such year;

     (e)  by the Trust if (i) the conditions to Closing set forth in Sections
          6.1(a), (b), (c), (e) and (j) insofar as they relate to the Trust, but
          not to the Company, and in Sections 6.1(d), (g) and (h) (solely with
          respect to Section 5.4 of the PCT Merger Agreement) have been
          satisfied and (ii) the Purchasers have failed to consummate the
          transactions contemplated by the Transaction Documents by the end of
          the fourth (4/th/) business day after the issuance of the Shares and
          the PCT Merger Agreement have been approved by the holders of two-
          thirds of the outstanding shares of beneficial interest of the Trust;
          in the event of termination pursuant to this Section 9.1(c), the Trust
          shall retain the Deposit; or

     (f)  by the Purchasers if (i) the conditions to Closing set forth in
          Sections 6.1(a), (b), (c), (e) and (j) insofar as they relate to the
          Trust, but not to the Company, and in Sections 6.1(d), (g) and (h)
          (solely with respect to Section 5.4 of the PCT Merger Agreement) have
          not been satisfied by the end of the fourth (4/th/) business day after
          the issuance of the Shares and the PCT Merger Agreement have been
          approved by the holders of two-thirds of the outstanding shares of
          beneficial interest of the Trust, (ii) the conditions to Closing set
          forth in Sections 6.2(a), (b), (c), (d), (f), (g) and (h) have been
          satisfied and the Trust has failed to consummate the transactions
          contemplated by the Transaction Documents by the end of the fourth
          (4/th/) business day after the issuance of the Shares and the PCT
          Merger Agreement have been approved by the holders of two-thirds of
          the outstanding shares of beneficial interest of the Trust or (iii)
          the Trust has failed to comply in good faith with the covenants and
          agreements required to be complied with by the Trust pursuant to the
          Transactions Documents; in the event of termination pursuant to this
          Section 9.1(f) the Trust shall immediately return to The Beal
          Companies, Inc. the Deposit minus (x) the sum of $5,000, which is the
          approximate cost of legal and accounting services for preparing the
          Form 10-Q for

                                       5
<PAGE>
 
          the Trust's third fiscal quarter of 1998, (y) an amount equal to
          $9,000 per month, prorated on a daily basis, for each month that
          elapses between October 1, 1998 and the effective date of termination
          of this Agreement, and (z) the sum of $35,000, which is the
          approximate cost of legal and accounting services for the Trust's
          audited financial statements for the calendar year 1998 and
          preparation of the Trust's Form 10-K for such year, and promptly pay
          to the Purchasers an additional amount equal to $250,000 as liquidated
          damages.

     Section 9.2  Manner and Effect of Termination.  Any party having the right
                  --------------------------------                       
     to terminate this Agreement pursuant to Section 9.1 may do so by written
     notice to the other parties, and termination shall be automatically
     effective upon expiration of two (2) business days after receipt of such
     notice unless the event or omission giving rise to the right to terminate
     has by then been cured or such notice is withdrawn by the party giving it.
     Upon the effectiveness of termination pursuant to this Article 9, the
     rights and obligations of all parties under this Agreement shall cease. The
     parties hereto expressly acknowledge and agree that, with respect to any
     termination of this Agreement in accordance with this Article 9, the
     payment (or retention or repayment, as applicable) of the amounts set forth
     in Section 9.1 shall constitute liquidated damages with respect to any
     claim for damages or any other claim which any party would otherwise be
     entitled to assert against any other party with respect to this Agreement
     and the transactions contemplated hereby and shall constitute the sole and
     exclusive remedy available to the party in question. Anything in this
     Agreement to the contrary notwithstanding, no party shall have the right to
     terminate this Agreement pursuant to Section 9.1 if such party in then in
     material breach of such party's representations, warranties, covenants or
     agreements contained in this Agreement."

17.  Section 11.10(b) is hereby deleted and  replaced in its entirety with the
following:

     "The parties acknowledge that (i) payments equal to $100,000 have been made
     by The Beal Companies Inc. to the Trust on account of certain expenses
     incurred by the Trust, (ii) simultaneously with the execution and delivery
     of this Second Amendment The Beal Companies Inc. has paid to an account
     designated by the Trust an additional amount equal to $250,000 as a deposit
     toward possible liquidated damages that may become due the Trust in the
     event of termination of this Agreement pursuant to Section 9.1 (the total
     amount of $350,000 so deposited by The Beal Companies, Inc. with the Trust
     is hereafter referred to as the "Deposit"), (iii) The Beal Companies Inc.
     have agreed to increase by $50,000 the $100,000 deposit heretofore made by
     them with Paul, Weiss, Rifkind, Wharton & Garrison ("PWRW&G"), counsel for
     the Trust, upon submission of reasonably satisfactory statements evidencing
     the fact that the fees and disbursements of such firm in connection with
     the transactions described in this Agreement now exceed $100,000, with the
     understanding that upon the termination of this Agreement or the occurrence
     of the Closing PWRW&G shall submit to The Beal Companies Inc. customary
     documentation evidencing the aggregate amount of their legal fees and
     disbursements in connection with the transactions described in this
     Agreement and, if such amount is less than $150,000, cause any remaining
     portion of such $150,000 deposit to be returned to The Beal Companies Inc.,
     and (iv) no further payments are owed by FYA or The Beal Companies Inc.
     pursuant to the provisions of Section 11.10(b) contained in the First
     Amendment."

18.  Insofar as the Agreement and Plan of Merger dated as of October 15, 1998 by
and between the Trust the Company was amended by the parties thereto on August
7, 1998 and on the date hereof, all references in the Original Agreement to "the
PCT Merger Agreement" should be modified to mean "the PCT Merger Agreement as
amended through October 15, 1998."

                                       6
<PAGE>
 
19.  The parties hereby ratify and confirm that they continue to be bound by the
terms and provisions of the Original Agreement and the First Amendment which,
except as expressly modified hereby, shall continue in full force and effect.

20.  This Agreement may be executed in counterparts, each of which shall be
deemed an original of all which, when taken together, shall be deemed one and
the same instrument.

21.  Any terms used herein and not defined shall have the meanings ascribed to
such terms in the Original Agreement.

                                       7
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereof.


                                    FRAMINGHAM YORK ASSOCIATES LIMITED
                                    PARTNERSHIP


                                    By:  /s/ Bruce A. Beal
                                       ----------------------------------------
                                        Bruce A. Beal, as General Partner
 

                                    By:  /s/ Robert L. Beal
                                       ---------------------------------------- 
                                        Robert L. Beal, as General Partner

                                    PROPERTY CAPITAL TRUST


                                    By:  /s/ Robert M. Melzer
                                       -----------------------------------------
                                        Robert M. Melzer, President and Chief
                                        Executive Officer


                                    MARYLAND PROPERTY CAPITAL TRUST, INC.


                                    By:  /s/ Robert L. Beal
                                       ----------------------------------------
                                        Name:  Robert L. Beal
                                        Title: Secretary

                                       8
<PAGE>
 
                                               Exhibit C to Investment Agreement

                                    FORM OF
                         REGISTRATION RIGHTS AGREEMENT
                          (Shares issued at Closing)


     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
                                              ---------                        
____________, 1998 by and among Maryland Property Capital Trust, Inc., a
Maryland corporation (the "Company"), and the Holders (as hereinafter defined).
                           -------                                             

     This Agreement is made pursuant to a certain Investment Agreement (the
"Investment Agreement") dated June 18, 1998 and as amended on August 7, 1998 and
 --------------------                                                           
October __, 1998 by and among the Purchasers (as such term is defined therein),
Property Capital Trust, a Massachusetts business trust, and the Company.
Pursuant to the Investment Agreement, the Company shall issue to the Purchasers
on the date hereof (the "Closing Date") shares of the Company's common stock,
                         ------------                                        
$.01 par value (the "Common Stock") issued without registration under the
                     ------------                                        
Securities Act of 1933, as amended (the "Securities Act"). Following the Closing
                                         --------------                         
Date, FYA intends to distribute the shares of Common Stock held by it to its
partners.  The execution of this Agreement is a condition to the closing of the
transactions contemplated by the Investment Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

1.  CERTAIN DEFINITIONS.
    ------------------- 

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     "Holder" or "Holders" means any holder of outstanding Registrable Shares
      ------      -------                                                    
who is (i) a Purchaser; (ii) a partner of FYA; or (iii) any other Person to
which the registration rights provided for in this Agreement shall have been
properly assigned or otherwise transferred in accordance with Section 13 hereof.

     "Person" means a natural person, partnership (whether general or limited),
      ------                                                                   
trust, estate, association, corporation, limited liability company,
unincorporated organization, custodian, nominee or any other individual or
entity in its own or representative capacity.

     "Prospectus" means the prospectus included in a Registration Statement,
      ----------                                                            
including any preliminary prospectus, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Shares covered by such Registration Statement, and by all
other amendments and supplements to such prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

     "Registrable Shares" means shares of Common Stock issued or to be issued to
      ------------------                                                        
the Holder upon the Closing Date, excluding (A) Common Stock for which a
Registration Statement relating to the sale thereof shall have been declared
effective under the Securities Act and which have been disposed of under such
Registration Statement, (B) Common Stock sold pursuant to Rule 144 (or any
successor provision) under the Securities Act or (C) Common
Stock eligible for sale pursuant to Rule 144(k) (or any successor provision)
under the Securities Act.

     "Registration Expenses" means any and all expenses incident to performance
      ---------------------                                                    
of or compliance with this Agreement, including, without limitation: (i) all
SEC, stock exchange or National Association of Securities

                                       9
<PAGE>
 
Dealers, Inc. ("NASD") registration or filing fees; (ii) all fees and expenses
                ----                                                          
incurred in connection with compliance with state securities or "blue sky" laws
(including reasonable fees and disbursements of counsel in connection with "blue
sky" qualification of any of the Registrable Shares and the preparation of a
Blue Sky Memorandum) and compliance with the rules of NASD; (iii) all expenses
of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus, certificates and
other documents relating to the performance of and compliance with this
Agreement; (iv) all fees and expenses incurred in connection with the listing,
if any, of the Registrable Shares on any securities exchange or exchanges
pursuant to Section 3(i) hereof, and (v) the fees and disbursements of counsel
for the Company and the independent public accountants of the Company, including
the expenses of any special audit or "cold comfort" letters required by or
incident to such performance and compliance.  Registration Expenses shall
specifically exclude underwriting discounts and commissions relating to the sale
or disposition of Registrable Shares by a selling Holder, the fees and
disbursement of counsel representing the selling Holder, and stamp, transfer,
sales and similar taxes, if any, relating to the sale or disposition of
Registrable Shares by a selling Holder, all of which shall be borne by such
Holder in all cases.

     "Registration Statement" means any registration statement of the Company
      ----------------------                                                 
which covers the issuance or resale, as applicable, of any Registrable Shares on
an appropriate form under Rule 415 promulgated under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
materials incorporated by reference therein.

2.   REGISTRATION.
     ------------ 

     (a)  Filing of a Shelf Registration Statement.  Subject to the conditions
          ----------------------------------------                            
set forth in this Agreement, and notwithstanding the last five (5) sentences of
Section 3(b), not later than the later to occur of (i) the 30th day following
the date on which the Company becomes eligible to file a Registration Statement
on Form S-3 or a similar "short form" registration statement or (ii) the first
anniversary of the date hereof (the "Required Filing Date"), the Company shall
                                     --------------------                     
prepare and file with the Securities and Exchange Commission (the "SEC"), a
"shelf" registration statement (the "Shelf Registration Statement") providing
                                     ----------------------------            
for the sale by the Holders of the Registrable Shares in accordance with the
terms hereof.  Subject to the last five (5) sentences of Section 3(b), the
Company shall use all commercially reasonable efforts to cause the Shelf
Registration Statement to be declared effective by the SEC no later than the
date which is 45 days after the earlier of (i) the Required Filing Date or (ii)
the date on which the Shelf Registration Statement is actually filed with the
SEC and to keep such Shelf Registration Statement continuously effective for a
period ending on the earliest of (a) the date on which such no Holder holds any
of the Registrable Shares, (b) three (3) years after the date such Shelf
Registration Statement was declared effective or (c) the date on which all of
the Registrable Shares held by the Holders have become eligible for sale
pursuant to Rule 144 (k) (or any successor provision) promulgated under the
Securities Act (the "Shelf Expiration Date").
                     ---------------------   

     (b)  Demand Registration.  (i) Subject to the conditions set forth in this
          -------------------                                                  
Agreement, at any time after the Shelf Expiration Date, and, in each case, while
Registrable Shares are outstanding, any Holder or Holders of at least one-
quarter ( 1/4) of the Registrable Shares issued on the Closing Date may request
that the Company cause to be filed a Registration Statement providing for the
sale by such Holders of all or part of such Holders' Registrable Shares in the
manner specified in such request, including an underwritten offering in
accordance with the terms hereof (each a "Demand Registration"). Within ten (10)
                                          -------------------                   
days after receipt of a request for a Demand Registration, the Company shall
promptly give written notice of such proposed registration to all other Holders.
Such Holders shall have the right, by giving written notice to the Company
within fifteen (15) days after such notice referred to in the preceding sentence
has been given by the Company to elect to have included in the Registration
Statement pursuant to a Demand Registration such of their Registrable Shares as
each Holder may request in such notice of election.  Thereupon, the Company
shall use all commercially reasonable efforts to cause such Registration

                                      C-2
<PAGE>
 
Statement to be declared effective by the SEC for all Registrable Shares which
the Company has been requested to register no later than ninety (90) days
following the expiration of such fifteen (15) day period.  The Company agrees to
use all commercially reasonable efforts to keep the Registration Statement
pursuant to a Demand Registration continuously effective until the earliest of
(a) the date on which the Holders no longer hold any Registrable Shares
registered under such Registration Statement, (b) the date on which the
Registrable Shares are eligible for sale by the Holders pursuant to Rule 144(k)
(or any successor provision) promulgated under the Securities Act or (c) the
date which is six (6) months from the effective date of such Registration
Statement; provided, however, that such six (6) month period shall be tolled
during the period the Holders' disposition of Registrable Shares pursuant to a
Demand Registration is suspended because of an event described in Section 3(b).
The Company shall not be obligated under this Section 2(b): (i) to effect more
than one Demand Registration in any twelve-month period, (ii) to effect more
than three Demand Registrations, in the aggregate, on behalf of the Holders.

     (ii) If the method of disposition specified by the Holder or Holders
requesting a Demand Registration shall be an underwritten public offering, the
Company may designate the managing underwriter of such offering, subject to the
approval of such Holder or Holders which approval shall not be unreasonably
withheld, delayed or conditioned and shall, in connection therewith, (i) enter
into agreements customary in connection therewith (including an underwriting
agreement in customary form) and reasonably acceptable to the Company, (ii)
promptly make available to the Holder or Holders all financial and other records
as shall be reasonably necessary to enable them to exercise their due diligence
responsibilities, (iii) furnish to each Holder and each underwriter, if any, a
signed counterpart, addressed to such Holder or underwriter of (A) an opinion or
opinions of counsel to the Company and (B) a cold comfort letter or letters from
the Company's independent public accountants and (iv) incorporate in a
Prospectus supplement or post effective amendment such information as such
managing underwriter or underwriters requests.  If the managing underwriters
advise the Company in writing that in their opinion the number of Registrable
Shares requested to be included in such offering exceeds the maximum number
which can be included in such offering (1) at a price reasonably related to the
then current market value of the Company's Common Stock or (2) without adversely
affecting the marketability of the offering (the "Maximum Number"), then the
                                                  --------------            
Company will limit the number of Registrable Shares included in such offering to
the Maximum Number, and the Registrable Shares offered shall be selected in the
following order of priority (A) first, the Registrable Shares, if any, to be
offered for the account of the Holders (including the Holder or Holders making
the Demand Registration); provided, however, that such number of Registrable
                          --------  -------                                 
Shares shall be reduced pro-rata on the basis of relative number of any
Registrable Shares requested by each such Holder to be included in such
registration to the extent necessary to reduce the total number of securities of
the Holders offered to the Maximum Amount and (B) second, the securities the
Company proposes to sell pursuant to Section 7.

     (c)  Notwithstanding any thing to the contrary set forth herein, no Holder
shall have any rights under this Section 2 to request the Company, and the
Company shall have no obligation, to use all commercially reasonable efforts to
cause a Registration Statement to be declared effective by the SEC at any time
after the Common Stock issued to such Holder is (A) sold pursuant to Rule 144
(or any successor provision) under the Securities Act or (B) is eligible for
sale pursuant to Rule 144(K) or any successor provision under the Securities
Act.

     (d)  If after a Demand Registration Statement has been declared effective,
the offering of Registrable Shares pursuant to such Demand Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Demand
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Shares pursuant to
such Demand Registration Statement may legally resume.

                                      C-3
<PAGE>
 
     (e)  In the event that the Company shall default in its obligation to file
a Registration Statement within the time period specified in Section 2(a) other
than as a result of any act or omission of a Holder and a Holder shall be
required to undertake any steps to cause the Company to comply with this
Agreement with respect thereto following such default, the Company shall
promptly reimburse such Holder for all reasonable out-of-pocket costs
(including, without limitation, all reasonable attorneys' fees and expenses)
incurred by such Holder in connection with the enforcement of the Company's
obligation to so file (including the reasonable out-of-pocket costs of legal and
other professional advice preparatory to such enforcement).

3.   REGISTRATION PROCEDURE.
     ---------------------- 

     Whenever required under Section 2 to use all commercially reasonable
efforts to effect the registration of any Registrable Shares, the Company shall,
to the extent applicable:

     (a)  subject to the last five sentences of Section 3(b), prepare and file
with the SEC a Registration Statement with respect to such Registrable Shares
and use all commercially reasonable efforts to cause such Registration Statement
to become and remain effective for the applicable period as provided in Section
2.

     (b)  subject to the last five sentences of this Section 3(b), prepare and
file with the SEC from time to time such amendments and supplements to the
Registration Statement and Prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all the
Registrable Shares throughout the applicable period. Notwithstanding anything to
the contrary contained herein, the Company shall not be required to take any of
the actions described in the previous sentence, in Section 3(a), 3(d) or Section
3(g) to the extent that (i) in the reasonable opinion of the Company (A)
securities laws applicable to such sale would require the Company to disclose
material non-public information ("Non-Public Information") and (B) the
                                  ---------- -----------              
disclosure of such Non-Public Information would materially adversely affect the
Company; (ii) such sale would occur during the measurement period for
determining the amount of Common Stock in connection with the acquisition of a
business or assets by the Company (the "Measurement Period"); or (iii) the
                                        ------------------                
Company is contemplating an underwritten or non-underwritten public offering of
its securities and in the reasonable opinion of the underwriters (or the
Company, in the case of a non-underwritten public offering) such sale would
interfere materially with such public offering by the Company (a "Financing
                                                                  ---------
Period"); and in the event of (i), (ii) or (iii) the Company simultaneously
------                                                                     
delivers written notice to the Holders to the effect that the Holders may not
make offers or sales under the applicable Registration Statement for a period
not to exceed sixty (60) days from the date of such notice; provided, however,
                                                            --------  ------- 
that the Company may only deliver two such notices within any twelve-month
period and shall not deliver such notices consecutively in any twelve-month
period.  In the event the sale by the Holders is suspended because of the
existence of Non-Public Information, the Company will notify the Holders
promptly upon such Non-Public Information being included by the Company in a
filing with the SEC, being otherwise disclosed to the public (other than through
the action of any Holder), or ceasing to be material to the Company, and upon
such notice being given by the Company, the Holders shall again, subject to the
last paragraph of this Section 3, be entitled to sell Registrable Shares as
provided herein.  In the event the sale by the Holders is suspended because it
is proposed to be made during the Measurement Period or the Financing Period, as
applicable, the Company shall specify, in notifying the Holders of the
suspension of the sale, when the Measurement Period or Financing Period, as
applicable, will end, at which time the Holders shall again, subject to the last
paragraph of this Section 3, be entitled to sell Registrable Shares as provided
herein.  If the Measurement Period or the Financing Period, as applicable, is
thereafter changed (but in no event to a date after the applicable sixty (60)
day period), the Company will promptly notify the Holders of such change and
upon the end of the Measurement Period or Financing Period as so changed, the
Holders shall again, subject to the last paragraph of this Section 3, be
entitled to sell Registrable Shares as provided herein.  If an agreement to
which such Measurement Period or Financing Period, as applicable, relates is
terminated prior to the end of the Measurement Period or Financing Period, as
applicable, the suspension

                                      C-4
<PAGE>
 
period hereunder shall end immediately and the Company shall promptly notify the
Holders of the end of the suspension period.

     (c)  furnish to the Holders such numbers of copies of the Registration
Statement and Prospectus included therein in conformity with the requirements of
the Securities Act and such other documents and information as they may
reasonably request.

     (d)  use all commercially reasonable efforts to register or qualify, and
maintain the registration and qualification of, the Registrable Shares covered
by such Registration Statement under such other securities or "blue sky" laws of
such jurisdictions within the United States and its territories as shall be
reasonably appropriate for the distribution of the Registrable Shares covered by
a Registration Statement; provided, however, that the Company shall not be
                          --------  -------                               
required in connection therewith or as a condition thereto to qualify to do
business in or to file a general consent to service of process in any
jurisdiction wherein it would not but for the requirements of this paragraph (d)
be obligated to do so; and provided further, that the Company shall not be
                           -------- -------                               
required to subject itself to taxation in any jurisdiction or to qualify such
Registrable Shares in any jurisdiction in which the securities regulatory
authority requires that any Holder submit any of its Registrable Shares to the
terms, provisions and restrictions of any escrow, lockup or similar agreement(s)
for consent to sell Registrable Shares in such jurisdiction unless such Holder
agrees to do so.

     (e)  promptly notify each Holder for whom Registrable Shares are covered by
the applicable Registration Statement, and confirm in writing (i) when the
Registration Statement and any post-effective amendments thereto have become
effective, (ii) when any amendment or supplement to the Prospectus contained in
such Registration Statement has been filed with the SEC, (iii) of the issuance
by the SEC of any stop order suspending the effectiveness of such Registration
Statement or the initiation of any proceedings for that purpose, or the
suspension of any qualification under "blue sky" laws, (iv) at any time when a
Prospectus relating to such Registration Statement is required to be delivered
under the Securities Act, of the happening of an event as a result of which the
Prospectus included in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made.

     (f)  use all commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at the
earliest possible moment.

     (g)  subject to the last five sentences of Section 3(b), upon the
occurrence of any event contemplated by clause (iv) of Section 3(e), use all
commercially reasonable efforts promptly to prepare and file an amendment or a
supplement to the Prospectus contained in the applicable Registration Statement
or any document incorporated in such Prospectus by reference or prepare, file
and obtain effectiveness of a post-effective amendment to such Registration
Statement, or file any other required document, in any case to the extent
necessary so that, as thereafter delivered to the purchasers of such Registrable
Shares, such Prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made.

     (h)  otherwise use all commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC.

     (i)  use all commercially reasonable efforts to list the Registrable Shares
covered by a Registration Statement with any securities exchange on which the
Common Stock of the Company is then listed.

                                      C-5
<PAGE>
 
     (j)  If the Company shall hereafter enter into any registration rights or
similar agreement which grants any holder of Common Stock liquidated damages or
similar penalties for failure of the Company to file a registration statement
and/or cause a registration statement to become or remain effective with respect
to such Common Stock, the Holders hereunder shall be entitle to comparable and
proportionate rights and penalties (taking into account the relative number of
shares of Common Stock) with respect to Registrable Shares then outstanding
hereunder.

     In connection with and as a condition to the Company's obligations with
respect to any Registration Statements required to be filed pursuant to Section
2 and this Section 3, each Holder agrees that (i) it will not offer or sell its
Registrable Shares under any Registration Statement until it has received copies
of the Prospectus as then supplemented or amended as contemplated by Section
3(c) and receives notice from the Company that the Registration Statement and
any post-effective amendment thereto have become effective as contemplated in
Section 3(e), (ii) upon receipt of any notice from the Company contemplated by
Section 3(e)(iii), such Holder will forthwith discontinue disposition of the
Registrable Shares pursuant to the applicable Registration Statement until the
Company obtains the withdrawal of any order suspending the effectiveness of such
Registration Statement, (iii) upon receipt of any notice from the Company
contemplated by Section 3(b), such Holder will forthwith discontinue disposition
of the Registrable Shares pursuant to the applicable Registration Statement
until (a) the expiration of the Measurement Period or Financing Period, as
applicable, or the receipt of a notice from the Company that the Non-Public
Information has been included in a filing with the SEC or has otherwise been
disclosed to the public or has ceased to be material to the Company as provided
in Section 3(b) and (b) if applicable, the Holder receives copies of the
supplemented or amended Prospectus contemplated by Section 3(g) and receives
notice that any post-effective amendment has become effective, and (iv) upon
receipt of any notice from the Company contemplated by Section 3(e)(iv) (in
respect of the occurrence of an event contemplated therein), such Holder will
forthwith discontinue disposition of the Registrable Shares pursuant to the
applicable Registration Statement until such Holder receives copies of the
supplemented or amended Prospectus contemplated by Section 3(g) and receives
notice that any post-effective amendment has become effective, and in the case
of clause (iii) and (iv) of this paragraph, if so directed by the Company, such
Holder will deliver to the Company all copies in its possession, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Shares current at the time of receipt of such notice.

4.   EXPENSES.
     -------- 

     The Company shall bear all Registration Expenses incurred in connection
with the registration of the Registrable Shares pursuant to this Agreement,
except that each Holder shall be responsible for any brokerage or underwriting
commissions relating and taxes of any kind (including, without limitation,
stamp, transfer, sales and similar taxes) with respect to the sale, disposition
or transfer of Registrable Shares sold by it and for any legal, accounting and
other expenses incurred by it.

5.   INDEMNIFICATION BY THE COMPANY.
     ------------------------------ 

     (a)  The Company agrees to indemnify each of the Holders, their respective
officers, directors, employees, agents, representatives and affiliates, each
other Person who participates as an underwriter in the offer or sale of
Registrable Shares, and each Person, if any, that controls a Holder or any such
underwriter within the meaning of the Securities Act against any and all losses,
claims, damages, actions, liabilities, costs and expenses (including without
limitation reasonable attorneys' fees, expenses and disbursements documented in
writing), joint or several, to which they may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities, (or actions or proceeding in respect thereof) costs or expenses
arise out of or are based upon any untrue or alleged untrue statement of
material fact contained in any Registration Statement on the effective date
thereof or any Prospectus contained therein, or any omission or alleged omission
to state therein a material

                                      C-6
<PAGE>
 
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
provided, however, that the indemnity agreement contained in this Section 5(a)
--------  -------                                                             
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company, provided further that the Company shall not be liable to any Holder,
         -------- -------                                                    
such Holder's directors, officers, employees, agents, representatives and
affiliates or participating or controlling Person in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon (i) an untrue statement or
alleged untrue statement or omission or alleged omission made in such
Registration Statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company for use in
connection with the Registration Statement or the Prospectus contained therein
by such Holder, such Holder's directors, officers, employees, agents,
representatives and affiliates or participating or controlling Person or (ii)
such Holder's, such Holder's directors', officers', employees', agents',
representatives' and affiliates' or participating or controlling Person's
failure to send or give a copy of the final Prospectus furnished to it by the
Company at or prior to the time such action is required by the Securities Act to
the Person claiming an untrue statement or alleged untrue statement or omission
or alleged omission if such statement or omission was corrected in such final
prospectus.  The obligations of the Company under this Section 5 shall survive
the completion of any offering of Registrable Shares pursuant to a Registration
Statement under this Agreement or otherwise and shall survive the termination of
this Agreement.

     (b)  Each Holder requesting or joining in any Registration Statement
severally and not jointly shall indemnify and hold harmless the Company, each of
its directors, officers, employees, agents, representatives and affiliates, each
Person, if any, who controls the Company within the meaning of the Securities
Act, and each agent and any underwriter for the Company (within the meaning of
the Securities Act) against any losses, claims, damages or liabilities, costs
and expenses (including without limitation reasonable attorneys' fees, expenses
and disbursements documented in writing), to which the Company or any such
director, officer, employee, agent, representative, affiliate, controlling
Person, agent or underwriter may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) costs, or expenses arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement or any Prospectus contained therein or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, (i) that such untrue statement or alleged untrue statement or omission
or alleged omission was made in such Registration Statement, preliminary or
final prospectus, summary prospectus or amendments or supplements thereto, in
reliance upon and in conformity with written information furnished by or on
behalf of such Holder for use in connection with such Registration Statement or
the Prospectus contained therein or (ii) such Holder's failure to send or give a
copy of the final prospectus furnished to it by the Company at or prior to the
time such action is required by the Securities Act to the Person claiming an
untrue statement or alleged untrue statement or omission if such statement or
omission was corrected in the final prospectus; provided, however, that the
                                                --------  -------          
indemnity agreement contained in this Section 5(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder.

     (c)  Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 5, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and assume the
defense thereof with counsel selected by the indemnifying party and reasonably
satisfactory to the indemnified party; provided, however, that an indemnified
                                       --------  -------                     
party shall have the right to retain its own counsel, with all fees and expenses
thereof to be paid by such indemnified party, and to be apprised of all progress
in any proceeding the defense of which has been assumed by the indemnifying
party; and provided further, that in the event of a conflict of interest between
           -------- -------                                                     
an

                                      C-7
<PAGE>
 
indemnifying party and an indemnified party, an indemnified party shall have the
right to retain its own counsel, with all fees and expenses thereof to be paid
by the indemnifying party.  The failure to notify an indemnifying party promptly
of the commencement of any such action, if and to the extent prejudicial to its
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 5, but the omission so to
notify the indemnifying party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Section 5. An
indemnifying party shall be entitled to compromise or settle such action,
without the consent of an indemnified party if such compromise or settlement
shall dismiss the action without prejudice and shall consist solely of monetary
payments and such indemnifying party shall make such payments, or with the
consent of an indemnified party in all other cases.  An indemnified party shall
not compromise or settle any action without the consent of an indemnifying
party.

     (d)  To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action.  The amount
paid or payable by a party as a result of the losses, claims, damages or
liabilities referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11 (f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

6.   FURNISH INFORMATION: DELIVERY OF PROSPECTUS.
     ------------------------------------------- 

     (a)  It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Agreement that the Holders shall furnish to the
Company such information regarding themselves, the Registrable Shares held by
them, and the intended method of disposition of such securities as the Company
shall reasonably request and as shall be required in connection with the action
to be taken by the Company.

     (b)  Each of the Holders hereby agrees to deliver or cause delivery of the
Prospectus contained in the applicable Registration Statement to any purchaser
of the shares covered by the Registration Statement from the Holder.

7.   ADDITIONAL SHARES.  The Company, at its option, may register, under any
     -----------------                                                      
Registration Statement and any filings with any state securities commissions
filed pursuant to this Agreement, any number of unissued shares of Common Stock
or any shares of Common Stock owned by any other shareholder or shareholders of
the Company.

8.   UNDERWRITING REQUIREMENTS. In connection with any underwritten offering,
     -------------------------                                               
the Company shall not be required under Section 2(c) to include Registrable
Shares in such underwritten offering unless the Holders of such Registrable
Shares accept the terms of the underwriting of such offering that have been
reasonably agreed upon between the Company and the underwriters selected by the
Company.

                                      C-8
<PAGE>
 
9.   NO OTHER OBLIGATION TO REGISTER. Except as otherwise expressly provided in
     -------------------------------                                           
this Agreement, the Company shall have no obligation to the Holders to register
the Registrable Shares under the Securities Act.

10.  RULE 144 SALES.  The Company covenants that it will use all commercially
     --------------                                                          
reasonable efforts to timely file the reports required to be filed by the
Company under the Securities Act and the Securities Exchange Act of 1934, as
amended, so as to enable the Holders to sell Registrable Shares pursuant to Rule
144 under the Securities Act. In connection with any sale, transfer or other
disposition by a Holder of any Registrable Shares pursuant to Rule 144 under the
Securities Act, the Company shall cooperate with such Holder to facilitate the
timely preparation and delivery of certificates representing the Registrable
Shares to be sold and not bearing any Securities Act legend, and enable
certificates for such Registrable Shares to be for such number of shares and
registered in such names as such Holder may reasonably request at least ten (10)
business days prior to any sale of the Registrable Shares.

11.  AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the
     ----------------------                                                 
provisions of this sentence, may not be amended, modified, supplemented or
waived, nor may consent to departures therefrom be given, without the written
consent of the Company and the Holders of a majority of the outstanding
Registrable Shares. Notice of any such amendment, modification, supplement,
waiver or consent adopted in accordance with this Section 11 shall be provided
by the Company to each Holder of Registrable Shares at least thirty (30) days
prior to the effective date of such amendment, modification, supplement, waiver
or consent.

12.  NOTICES. All notices and other communications provided for or permitted
     -------                                                                
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any courier guaranteeing overnight delivery, (i) if
to a Holder, at such Holder's registered address appearing on the share register
of the Company or (ii) if to the Company, at 177 Milk Street, Boston,
Massachusetts  02109, with a copy to: Goodwin, Procter & Hoar  LLP, Exchange
Place, Boston, Massachusetts  02109, Attention:  David P. Ries, P.C.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; or at
the time delivered if delivered by an air courier guaranteeing overnight
delivery.

13.  TRANSFER OF REGISTRATION RIGHTS.  Except as otherwise provided herein, the
     -------------------------------                                           
rights to cause the Company to register the securities granted by the Company
under Section 2 may be assigned or otherwise conveyed to a transferee, assignee
or successor of Registrable Shares, who shall be considered a "Holder" for
purposes of this Agreement; provided that (i) such transfer is effected in
accordance with applicable federal and state securities laws, and (ii) the
Company is given written notice by such Holder of said transfer, stating the
name and address of said transferee, assignee or successor and identifying the
securities with respect to which such registration rights are being assigned.

14.  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of and
     ----------------------                                                   
be binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders.  If any successor, assignee or transferee of any Holder
shall acquire Registrable Shares, in any manner, whether by operation of law or
otherwise, such Registrable Shares shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Shares such Person
shall be entitled to receive the benefits hereof and shall be conclusively
deemed to have agreed to be bound by all of the terms and provisions hereof.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement except as expressly provided in this Agreement.

                                      C-9
<PAGE>
 
15.  COUNTERPARTS. This Agreement may be executed in any number of counterparts
     ------------                                                              
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

16.  GOVERNING LAW.  This Agreement shall be governed by and construed in
     -------------                                                       
accordance with the laws of the Commonwealth of Massachusetts applicable to
contracts made and to be performed wholly within said State.

17.  SEVERABILITY.  In the event that any one or more of the provisions
     ------------                                                      
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

18.  ENTIRE AGREEMENT.  This Agreement is intended by the parties as a final
     ----------------                                                       
expression of their agreement and intended to be the complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to such subject matter.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

                                     C-10
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                              COMPANY:

                              MARYLAND PROPERTY CAPITAL TRUST, INC.


                              By:_________________________________
                                   Bruce A. Beal, President

                              HOLDERS:

                              FRAMINGHAM YORK ASSOCIATES LIMITED PARTNERSHIP

                              By:__________________________________
                                   Bruce A. Beal, as General Partner


                              By:__________________________________
                                   Robert L. Beal, as General Partner


                              [OTHER SIGNATURE BLOCKS TO COME]

                                     C-11