EXHIBIT 10.1

                            CONTRIBUTION OF PROPERTY
                             AND SIXTH AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP


         This CONTRIBUTION OF PROPERTY AND SIXTH AMENDMENT TO AGREEMENT OF
LIMITED PARTNERSHIP (the "Agreement") is entered into as of December 27, 1996 by
and among Metropolitan Life Insurance Company, a New York corporation (the
"Contributor") Beacon Properties, L.P., a Delaware limited partnership (the
"Operating Partnership"), and Beacon Properties Corporation, a Maryland
corporation and the general partner of the Operating Partnership ("Beacon" or
the "General Partner").

         WHEREAS, the Contributor owns the Property, as defined in the Sale and
Contribution Agreement dated as of November 20, 1996 by and among the
Contributor and the Operating Partnership (the "Sale Agreement");

         WHEREAS, the Contributor desires to contribute and transfer the
Property to the Operating Partnership (the "Contribution") in exchange for units
of limited partnership interest ("Units") in the Operating Partnership, and the
Operating Partnership desires to accept such Property from the Contributor in
consideration for Units as provided in this Agreement; and

         WHEREAS, the General Partner desires to admit the Contributor as a
limited partner of the Operating Partnership as provided in the Amended and
Restated Agreement of Limited Partnership of the Operating Partnership dated May
26, 1994, as amended (the "Partnership Agreement") in consideration for the
assignment and transfer of the Property to the Operating Partnership.

         NOW THEREFORE, in consideration of the mutual agreements set forth
herein, the parties hereto agree as follows:

Section 1. Contribution.

         The Contributor hereby contributes and transfers all right, title and
interest in the Property to the Operating Partnership, on the terms and subject
to the conditions set forth in the Sale Agreement. In consideration of such
contribution and transfer and in reliance upon the representations and
warranties of the Contributor herein contained, the Operating Partnership hereby
issues to the Contributor 1,171,500 Units. The number of Units to be received by
the Contributor being calculated by dividing $39,000,000,by the average closing
sale price per share on the New York Stock Exchange of common stock, $.01 par
value, of Beacon (the "Common Stock") for the twenty (20) consecutive trading
days ending on the second business day immediately preceding the date of this
Agreement. The Contributor and the Operating Partnership agree that the value of
property contributed by the Contributor to the Operating Partnership as of the
date hereof is $39,000,000. The Contributor agrees to provide the Operating
Partnership such information as to the Contributor's tax attributes for the
contributed property as the Operating Partnership may reasonably request.

                                        1

<PAGE>



Section 2. Representations and Warranties of Contributors.

         As a material inducement to the Operating Partnership to enter into
this Agreement and consummate the transactions contemplated hereby, the
Contributor hereby makes to the Operating Partnership the representations and
warranties contained in this Section 2.

         2.1 Authority. The Contributor has full right, authority, power and
capacity: (i) to enter into this Agreement and each agreement, document and
instrument to be executed and delivered by or on behalf of it pursuant to this
Agreement; and (ii) to carry out the transactions contemplated hereby and
thereby. This Agreement and each agreement, document and instrument executed and
delivered by or on behalf of the Contributor pursuant to this Agreement
constitutes, or when executed and delivered will constitute, the legal, valid
and binding obligation of the Contributor, each enforceable in accordance with
their respective terms. The execution, delivery and performance of this
Agreement and each such agreement, document and instrument by or on behalf of
the Contributor: (x) does not and will not violate the Contributor's
organizational documents; and (y) does not and will not violate any foreign,
federal, state, local or other laws applicable to the Contributor or require the
Contributor to obtain any approval, consent or waiver of, or make any filing
with, any person or authority (governmental or otherwise) that has not been
obtained or made or which does not remain in effect.

         2.2 Investment Representations and Warranties. The Contributor
represents and warrants as follows:

                  (a) It is an "accredited investor" within the meaning of Rule
501(a) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). It understands the risks of, and other considerations relating to, the
purchase of the Units. It, by reason of its business and financial experience,
together with the business and financial experience of those persons, if any,
retained by it to represent or advise it with respect to its investment in the
Units, has such knowledge, sophistication and experience in financial and
business matters and in making investment decisions of this type that it is
capable of evaluating the merits and risks of an investment in the Operating
Partnership and of making an informed investment decision, (ii) is capable of
protecting its own interest or has engaged representatives or advisors to assist
it in protecting its interests and (iii) is capable of bearing the economic risk
of such investment.

                  (b) The Units to be issued to the Contributor will be acquired
by the Contributor for its own account for investment only and not with a view
to, or with any intention of, a distribution or resale thereof, in whole or in
part, or the grant of any participation therein.

                  (c) The Contributor acknowledges that (i) the Units to be
issued to it have not been registered under the Securities Act or state
securities laws by reason of a specific

                                        2

<PAGE>



exemption or exemptions from registration under the Securities Act and
applicable state securities laws, (ii) the Operating Partnership's reliance on
such exemptions is predicated in part on the accuracy and completeness of the
representations and warranties of the Contributor contained herein, (iii) such
Units, therefore, cannot be resold unless registered under the Securities Act
and applicable state securities laws, or unless an exemption from registration
is available, (iv) there is no public market for such Units, and (v) the
Operating Partnership has no obligation or intention to register such Units for
resale under the Securities Act or any state securities laws or to take any
action that would make available any exemption from the registration
requirements of such laws. The Contributor hereby acknowledges that because of
the restrictions on transfer or assignment of such Units to be issued hereunder
which are set forth in this Agreement and in the Partnership Agreement, such
person may have to bear the economic risk of the investment commitment evidenced
by this Agreement and any Units purchased hereby for an indefinite period of
time, although (x) under the terms of the Partnership Agreement, Units may be
redeemed at the request of the holder thereof at any time for cash or (at the
option of Beacon) for Common Stock of Beacon and (y) the holder of any such
Common Stock issued upon a presentation of Units for redemption will be afforded
certain rights to have such Common Stock registered for resale under the
Securities Act or applicable state securities laws under a registration rights
agreement entered into between the Contributor and Beacon of even date herewith.

Section 3. Representations, Warranties and Covenants of the Operating
Partnership.

         3.1 Authority. The Operating Partnership has full right, authority,
power and capacity: (i) to enter into this Agreement and each agreement,
document and instrument to be executed and delivered by or on behalf of the
Operating Partnership pursuant to this Agreement; and (ii) to carry out the
transactions contemplated hereby and thereby. This Agreement and each agreement,
document and instrument executed and delivered by or on behalf of the Operating
Partnership pursuant to this Agreement constitutes, or when executed and
delivered will constitute, the legal, valid and binding obligation of the
Operating Partnership, each enforceable in accordance with their respective
terms. The execution, delivery and performance of this Agreement and each such
agreement, document and instrument by or on behalf of the Operating Partnership:
(x) does not and will not violate the Operating Partnership's organizational
documents; and (y) does not and will not violate any foreign, federal, state,
local or other laws applicable to the Operating Partnership or require the
Operating Partnership to obtain any approval, consent or waiver of, or make any
filing with, any person or authority (governmental or otherwise) that has not
been obtained or made or which does not remain in effect.

         3.2 Issuance. The Units to be issued in exchange for the Property upon
consummation of the Contribution have been duly authorized and validly issued,
free and clear of all mortgages, pledges, liens, security interests,
encumbrances and restrictions of every nature, except as provided in this
Agreement, the Partnership Agreement and that certain registration rights
agreement among the Contributor and Beacon. The Units to be issued

                                        3

<PAGE>



hereunder will be of the same class as all other units of limited partnership
outstanding on the date of this Agreement. The shares of Common Stock that may
be issued upon conversion of the Units under the terms of the Partnership
Agreement will have been duly authorized and when issued in accordance with the
terms of the Partnership Agreement, will be validly issued and fully paid and
non assessable.

         3.3 Partnership Agreement. Attached hereto as Exhibit A is a true,
accurate and complete copy of the Partnership Agreement, as amended. As of the
date hereof, the most recent amendment to the Partnership Agreement was the
Fifth Amendment to Agreement of Limited Partnership dated as of October 21,
1996.

         3.4 REIT Qualification. Commencing with Beacon's first taxable year
ended December 31, 1994, Beacon has been organized in conformity with the
requirements for qualification as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code") and Beacon's
method of operation is intended to enable it to continue to meet the
requirements for taxation as a REIT under the Code.

         3.5 Tax Returns. The Operating Partnership's federal income tax returns
for the calendar years 1994 and 1995, including Schedules K-1, have been
provided to the Contributor and such copies are true, correct and complete in
all material respects.

         3.6 No Material Adverse Change. To the best of the Operating
Partnership's knowledge, since September 30, 1996, there has not been any
change(s) in the business or operations of Beacon or the Operating Partnership
which change(s) would have a material adverse effect on Beacon and its
subsidiaries taken as a whole.

         3.7 SEC Filings. Beacon has filed all forms, reports and documents
required to be filed with the Securities and Exchange Commission (the "SEC")
since December 31, 1995, including (i) its Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, (ii) its Quarterly Reports on Form 10-Q for
the periods ended March 31, June 30 and September 30, 1996, (iii) all other
reports or registration statements filed by Beacon with the SEC since December
31, 1995 and (iv) all amendments and supplements to all such reports and
registration statements filed by Beacon with the SEC. All such required forms,
reports and documents (including those enumerated in clauses (i) through (iv) of
the preceding sentence) are referred to herein as the "Beacon SEC Reports." As
of their respective dates, the Beacon SEC Reports did not at the time they were
filed (or if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing) contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


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<PAGE>



         3.8 Partnership Status. Commencing with the Operating Partnership's
first fiscal year ended December 31, 1994, the Operating Partnership has been
organized in conformity with the requirements for qualification as a partnership
under subchapter K of the Code.

         As used in this Section 3, the term "Operating Partnership's knowledge"
or words to similar effect shall mean the current actual, subjective knowledge
of Robert J. Perriello.

Section 4. Restrictions on Transfer.

         The Contributor agrees that it will not, directly or indirectly, sell,
offer or contract to sell, grant any option to purchase, pledge, redeem,
convert, distribute or otherwise dispose of ("Transfer") one-half of the Units
received pursuant to the Sale Agreement for a period of six (6) months from the
date of this Agreement. Additionally, the Contributor shall not Transfer the
remaining one-half of the Units received pursuant to the Sale Agreement for a
period of one (1) year from the date of this Agreement. Any transaction prior to
such date shall be null and void and shall not be binding upon or recognized by
the Operating Partnership or Beacon.

Section 5. Admission of Limited Partners.

         (a) Pursuant to the terms of this Agreement, the Contributor has made a
Capital Contributions (as defined in the Partnership Agreement) to the Operating
Partnership valued at $37,000,000. In consideration of this Capital Contribution
and pursuant to Section 12.2.A of the Partnership Agreement, the Contributor is
hereby admitted as an Additional Limited Partner (as defined in the Partnership
Agreement) of the Operating Partnership and hereby agrees to become a party to
and be bound by all of the terms and conditions of the Partnership Agreement
including, without limitation, the power of attorney granted in Section 2.4
thereof.

         (b) Pursuant to Section 12.2.B of the Partnership Agreement, the
General Partner hereby consents to the admission of the Contributor as an
Additional Limited Partner of the Operating Partnership. Pursuant to Section
4.2.A of the Partnership Agreement, the General Partner hereby issues 1,171,500
Units to the Contributor.

         (c) The admission of the Contributor as an Additional Limited Partner
of the Operating Partnership shall become effective as of the date of this
Agreement, which shall also be the date upon which the name of the Contributor
is recorded on the books and records of the Operating Partnership.

Section 6. Amendment to Partnership Agreement.

         Pursuant to Section 14.1.B of the Partnership Agreement, the General
Partner, as general partner of the Operating Partnership and as attorney-in-fact
for its Limited Partners, hereby amends the Partnership Agreement by deleting
Exhibit A thereto in its entirety and replacing it with Exhibit A attached
hereto.

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<PAGE>



Section 7. Miscellaneous.

         7.1 Fees and Expenses. Except as set forth elsewhere in this Agreement,
each of the parties will bear its own expenses in connection with the
negotiation and the consummation of the transactions contemplated by this
Agreement.

         7.2 Governing Law. This Agreement shall be construed under and governed
by the internal laws of the State of Delaware without regard to its conflict of
laws provisions.

         7.3 Execution in Counterparts. For the convenience of the parties and
to facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document.

         7.4 Amendments. This Agreement may not be amended or modified, nor may
compliance with any condition or covenant set forth herein be waived, except by
a writing duly and validly executed by each party hereto, or in the case of a
waiver, the party waiving compliance.

         7.5 Survivability of Representations, Warranties and Agreements. All
representations, warranties and agreements in this Agreement shall survive the
consummation of this Agreement for a period of twelve (12) months.

                  [Remainder of Page Intentionally Left Blank.]

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<PAGE>



        IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the date set forth above by their duly authorized
representatives.


                                 OPERATING PARTNERSHIP:


                                 BEACON PROPERTIES,  L.P., a Delaware
                                 limited partnership


                                 By:    BEACON PROPERTIES
                                        CORPORATION, a Maryland
                                        corporation
                                 Its:   General Partner



                                 /s/ Charles H. Cremens
                                 -------------------------------------------

                                 Name: Charles H. Cremens
                                 Title: Senior Vice President


                                 GENERAL PARTNER:


                                 BEACON PROPERTIES CORPORATION,
                                 a Maryland corporation



                                 /s/ Charles H. Cremens
                                 -------------------------------------------
                                 Name: Charles H. Cremens
                                 Title: Senior Vice President


                                 LIMITED PARTNERS:

                                 BEACON PROPERTIES CORPORATION,
                                 as attorney-in-fact for the Limited Partners


                                 /s/ Charles H. Cremens
                                 -------------------------------------------

                                 Name: Charles H. Cremens
                                 Title: Senior Vice President

                                        7

<PAGE>


                                 CONTRIBUTOR:

                                 METROPOLITAN LIFE INSURANCE
                                 COMPANY, a New York corporation


                                 /s/ Jeffrey S. Moe
                                 -------------------------------------------
                                 Name: Jeffrey S. Moe
                                 Title: Assistant Vice President




                                        8

<PAGE>


                             Beacon Properties, L.P.
                               Fifth Amendment to
                        Agreement of Limited Partnership

         This Fifth Amendment is entered into as of October 21, 1996 by and
between Beacon Properties Corporation, a Maryland corporation, as general
partner (the "General Partner"), and the limited partners (the "Limited
Partners") of Beacon Properties, L.P. (the "Partnership") for the purpose of
amending the Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of May 26, 1994, as amended (the "Partnership Agreement").
All capitalized terms used herein without definition shall have the meanings
ascribed to them in the Partnership Agreement.

         WHEREAS, in accordance with Section 14.1.B of the Partnership
Agreement, the General Partner desires to amend certain provisions of the
Partnership Agreement.

         NOW THEREFORE, in consideration of the mutual covenants set forth
herein, the parties agree as follows.

         1. Section 12.2.C of the Partnership Agreement is hereby amended by
deleting the last sentence thereof and inserting the following in lieu thereof:
"All distributions of Available Cash with respect to which the Partnership
Record Date is before the date of such admission shall be made solely to
Partners and Assignees, other than the Additional Limited Partner. All
distributions of Available Cash with respect to which the Partnership Record
Date is after the date of such admission shall be made to all of the Partners
and Assignees, including such Additional Limited Partner, provided, however,
that such Additional Limited Partner will receive only its pro rata share of
such distribution for the portion of the period to which the distribution
relates commencing on the date of such Additional Limited Partner's admission
through the end of the period to which the distribution relates. All
distributions of Available Cash thereafter shall be made to all of the Partners
and Assignees, including such Additional Limited Partner."

         2. Section 5.1 of the Partnership Agreement is hereby amended by adding
the words "Consistent with the provisions of Section 12.2.C hereof," at the
beginning of the first sentence.

         3. The Partnership Agreement and the Fifth Amendment shall be read
together and shall have the same effect as if the provisions of the Partnership
Agreement and this Fifth Amendment were contained in one agreement. Any
provision of the Partnership Agreement not amended by this Fifth Amendment shall
remain in full force and effect as provided in the Partnership Agreement
immediately prior to the date hereof.



                                        1

<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Fifth Amendment
as of the date first written above.

                                   GENERAL PARTNER:

                                   BEACON PROPERTIES CORPORATION



                                   /s/ Lionel P. Fortin
                                   -----------------------------------------
                                   By:      Lionel P. Fortin
                                   Title:   Senior Vice President and
                                            Chief Operating Officer


                                   LIMITED PARTNERS:

                                   BEACON PROPERTIES CORPORATION,
                                   As Attorney-in-Fact for the Limited Partners



                                   /s/ Lionel P. Fortin
                                   -----------------------------------------
                                   By:      Lionel P. Fortin
                                   Title:   Senior Vice President and
                                            Chief Operating Officer




                                        2

<PAGE>


                             Beacon Properties, L.P.
                               Fourth Amendment to
                        Agreement of Limited Partnership


         This Fourth Amendment is made as of September 5, 1996 by Beacon
Properties Corporation, a Maryland corporation, as general partner (the "General
Partner") of Beacon Properties, L.P., a Delaware limited partnership (the
"Partnership") and the Persons whose names are set forth on Exhibit A attached
hereto for the purpose of amending the Amended and Restated Agreement of Limited
Partnership of the Partnership dated May 26, 1994, as amended (the "Partnership
Agreement"). All capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Partnership Agreement.

         WHEREAS, the Persons listed on Schedule A attached hereto (each, a
"Contributor", and, collectively, the "Contributors"), have made the Capital
Contributions to the Partnership enumerated on such Schedule A in connection
with that Option Agreement by and among Beacon Properties, L.P. and such
Contributors dated March 18, 1996, as amended (the "Option Agreement").

         WHEREAS, the General Partner desires to admit each Contributor to the
Partnership as an Additional Limited Partner.

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Admission of Limited Partners.

         (a) Each of the Contributors has made the Capital Contribution set
forth next to such Contributor's name on Schedule A. In consideration of these
Capital Contributions and pursuant to Section 12.2.A of the Partnership
Agreement, each Contributor is hereby admitted as an Additional Limited Partner
of the Partnership.

         (b) Pursuant to Section 12.2.B of the Partnership Agreement, the
General Partner hereby consents to the admission of each Contributor as an
Additional Limited Partner of the Partnership. Pursuant to Section 4.2.A of the
Partnership Agreement, the General Partner hereby issues to each Contributor the
number of Units set forth next to such Contributor's name on Schedule A.

         (c) The admission of each Contributor as an Additional Limited Partner
of the Partnership shall become effective as of the date of this Agreement,
which shall also be the date upon which the name of each Contributor is recorded
on the books and records of the Partnership.

         (d) The General Partner may use any convention permitted by law to make
the allocations contemplated in Section 12.2(C) of the Partnership Agreement in
respect of the

<PAGE>



Capital Contributions made pursuant to the Option Agreement, except that capital
gains and losses shall be allocated to the Partners and Assignees in accordance
with their interests on the date of the transaction giving rise to the capital
gain or loss. The General Partner shall use the traditional method (specified in
ss.1.704-3(b) of the Regulations) to allocate book-tax differences with respect
to the Capital Contributions made pursuant to the Option Agreement.

Section 2. Amendment to Partnership Agreement.

         Pursuant to Section 14.1.B of the Partnership Agreement, the General
Partner, as general partner of the Partnership and as attorney-in-fact for its
Limited Partners, hereby amends the Partnership Agreement by deleting Exhibit A
thereto in its entirety and replacing it with the Exhibit A attached hereto.

Section 3. Counterparts.

         This Amendment 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.


                  [Remainder of Page Intentionally Left Blank]




                                        2

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.


                                    GENERAL PARTNER:

                                    BEACON PROPERTIES CORPORATION


                                    /s/  Lionel P. Fortin
                                    ----------------------------------------
                                    Name:  Lionel P. Fortin
                                    Title: Senior Vice President and
                                           Chief Operating Officer


                                    LIMITED PARTNERS:

                                    BEACON PROPERTIES CORPORATION,
                                    as attorney-in-fact for the Limited Partners


                                    /s/  Lionel P. Fortin
                                    ----------------------------------------
                                    Name:  Lionel P. Fortin
                                    Title: Senior Vice President and
                                           Chief Operating Officer



                                        3

<PAGE>



                         Limited Partner Signature Page


         The undersigned, desiring to become one of the Limited Partners of
Beacon Properties, L.P. (the "Partnership"), hereby becomes a party to the
Amended and Restated Agreement of Limited Partnership of the Partnership, as
amended (the "Partnership Agreement"). The undersigned agrees to be bound by all
of the terms and conditions of the Partnership Agreement, including, without
limitation, the power of attorney provisions, and further agrees that this
signature page may be attached to any counterpart of the Partnership Agreement.

                                    Signature of Limited Partner:

                                     GREENSBORO ASSOCIATES
                                     LIMITED PARTNERSHIP,
                                     a Virginia limited partnership


                                     /s/ David W. Evans
                                     ----------------------------------------
                                     By:     David W. Evans
                                     Title:  General Partner

                                     /s/ A.J. Clark
                                     ----------------------------------------
                                     By:     A.J. Clark
                                     Title:  General Partner

                                     By:     The Sotweed Corporation,
                                             a Delaware corporation
                                     Title:  General Partner

                                     /s/ Robert G. Goelet
                                     ----------------------------------------
                                     By:     Robert G. Goelet
                                     Title:  President

                                     /s/ Jonathan M. Rather
                                     ----------------------------------------
                                     By:     Jonathan M. Rather
                                     Title:  Treasurer
                                     Address of Limited Partner:

                                     Goelet Corporation
                                     22 East 67th Street
                                     New York, NY   10021
                                     Attn:  Jonathan M. Rather

                                        4

<PAGE>



                         Limited Partner Signature Page

         The undersigned, desiring to become one of the Limited Partners of
Beacon Properties, L.P. (the "Partnership"), hereby becomes a party to the
Amended and Restated Agreement of Limited Partnership of the Partnership, as
amended (the "Partnership Agreement"). The undersigned agrees to be bound by all
of the terms and conditions of the Partnership Agreement, including, without
limitation, the power of attorney provisions, and further agrees that this
signature page may be attached to any counterpart of the Partnership Agreement.

                                     Signature of Limited Partner:

                                     JOHN MARSHALL ASSOCIATES
                                     LIMITED PARTNERSHIP,
                                     a Virginia limited partnership

                                     /s/  David W. Evans
                                     ----------------------------------------
                                     By:      David W. Evans
                                     Title:   General Partner

                                     /s/ A.J. Clark
                                     ----------------------------------------
                                     By:      A.J. Clark
                                     Title:   General Partner

                                     By:      The Sotweed Corporation,
                                              a Delaware corporation
                                     Title:   General Partner

                                     /s/  Robert G. Goelet
                                     ----------------------------------------
                                     By:      Robert G. Goelet
                                     Title:   President

                                     /s/ Jonathan M. Rather
                                     ----------------------------------------
                                     By:      Jonathan M. Rather
                                     Title:   Treasurer

                                     Address of Limited Partner:
                                     c/o Goelet Corporation
                                     22 East 67th Street
                                     New York, NY  10021
                                     Attn:  Jonathan M. Rather

                                        5

<PAGE>



                         Limited Partner Signature Page


         The undersigned, desiring to become one of the Limited Partners of
Beacon Properties, L.P. (the "Partnership"), hereby becomes a party to the
Amended and Restated Agreement of Limited Partnership of the Partnership, as
amended (the "Partnership Agreement"). The undersigned agrees to be bound by all
of the terms and conditions of the Partnership Agreement, including, without
limitation, the power of attorney provisions, and further agrees that this
signature page may be attached to any counterpart of the Partnership Agreement.

                                     Signature of Limited Partner:

                                     PIMPERNELL ESTATES LIMITED
                                     PARTNERSHIP, a Virginia
                                     limited partnership


                                     By:      Pimpernell Corporation,
                                              a Delaware corporation
                                     Title:   General Partner


                                     /s/  Robert G. Goelet
                                     ----------------------------------------
                                     By:      Robert G. Goelet
                                     Title:   President


                                     /s/  Jonathan M. Rather
                                     ----------------------------------------
                                     By:      Jonathan M. Rather
                                     Title:   Treasurer


                                     Address of Limited Partner:

                                     c/o Goelet Corporation
                                     22 East 67th Street
                                     New York, NY  10021
                                     Attn:  Jonathan M. Rather

                                        6

<PAGE>



                         Limited Partner Signature Page


         The undersigned, desiring to become one of the Limited Partners of
Beacon Properties, L.P. (the "Partnership"), hereby becomes a party to the
Amended and Restated Agreement of Limited Partnership of the Partnership, as
amended (the "Partnership Agreement"). The undersigned agrees to be bound by all
of the terms and conditions of the Partnership Agreement, including, without
limitation, the power of attorney provisions, and further agrees that this
signature page may be attached to any counterpart of the Partnership Agreement.

                                     Signature of Limited Partner:

                                     WOODLAND-NORTHRIDGE I
                                     LIMITED PARTNERSHIP,
                                     a Virginia limited partnership


                                     /s/  David W. Evans
                                     ----------------------------------------
                                     By:      David W. Evans
                                     Title:   General Partner


                                     /s/  A.J. Clark
                                     ----------------------------------------
                                     By:      A.J. Clark
                                     Title:   General Partner


                                     By:      White Swan Oil Corporation,
                                              a Delaware corporation
                                     Title:   General Partner


                                     /s/  Jonathan M. Rather
                                     ----------------------------------------
                                     By:      Jonathan M. Rather
                                     Title:   Vice President


                                     By:      Green Highlander Corporation,
                                              a Delaware corporation


                                     /s/  Jonathan M. Rather
                                     ----------------------------------------
                                     By:      Jonathan M. Rather
                                     Title:   Vice President

                                        7

<PAGE>




                                     By:      Windward Oil and Gas Corporation,
                                              a Texas corporation
                                     Title:   General Partner


                                     /s/  Gilbert Kerlin
                                     ----------------------------------------
                                     By:      Gilbert Kerlin
                                     Title:   President


                                     By:      Smoking Tree Corporation,
                                              a Delaware corporation
                                     Title:   General Partner


                                     /s/  Robert G. Goelet
                                     ----------------------------------------
                                     By:      Robert G. Goelet
                                     Title:   President


                                     /s/  Jonathan M. Rather
                                     ----------------------------------------
                                     By:      Jonathan M. Rather
                                     Title:   Treasurer



                                     Address of Limited Partner:

                                     c/o Goelet Corporation
                                     22 East 67th Street
                                     New York, NY  10021
                                     Attn:  Jonathan M. Rather



                                        8

<PAGE>


                    Fourth Amendment to Partnership Agreement
                                   Schedule A

<TABLE>
<CAPTION>
Name and Address                                           Value of                     Number of Units
of Contributor                                       Capital Contribution               Issued to Contributor
----------------                                     --------------------               ---------------------
<S>                                                          <C>                                 <C>
Greensboro Associates Limited Partnership,                   $4,642,519.00                       180,292
    a Virginia limited partnership
c/o Goelet Realty Company
22 East 67th Street
New York, NY 10021
Attn: Jonathan M. Lather

John Marshall Associates Limited Partnership,                $9,529,225.25                       370,067
    a Virginia limited partnership
c/o Goelet Realty Company
22 East 67th Street
New York, NY 10021
Attn: Jonathan M. Lather

Pimpernell Estates Limited Partnership,                      $1,820,267.50                        70,690
    a Virginia limited partnership
c/o Goelet Realty Company
22 East 67th Street
New York, NY 10021
Attn: Jonathan M. Lather

Woodland-Northridge I Limited Partnership,                   $4,478,852.00                       173,936
    a Virginia limited partnership
c/o Goelet Realty Company
22 East 67th Street
New York, NY 10021
Attn: Jonathan M. Lather
</TABLE>


                                        9

<PAGE>




                             BEACON PROPERTIES, L.P.
                               THIRD AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP


         This Third Amendment is entered into as of February 15, 1996 by and
among Beacon Properties Corporation (the "Company") and the Persons whose names
are set forth on Exhibit A attached hereto. All capitalized terms used herein
shall have the meanings given to them in the Amended and Restated Agreement of
Limited Partnership of Beacon Properties, L.P. dated May 26, 1994 (the
"Partnership Agreement").

         WHEREAS, Taylor & Mathis Enterprises, L.P. ("T&M Enterprises"), Taylor
& Mathis, Ltd. ("T&M Ltd.") and Taylor & Mathis/South Terraces, Ltd. ("T&M/South
Terrace"), each a Georgia limited partnership (collectively, the "Contributors")
have made an aggregate Capital Contribution to Beacon Properties, L.P. (the
"Partnership") having a value of $13,758,000 (the "Contribution") pursuant to a
Contribution of Property and Admission of Limited Partners of even date
herewith;

         WHEREAS, the Contributors and their constituent partners have formed
TMPC, L.P., a Georgia limited partnership, to receive all units of limited
partner interest in the Partnership issued as a result of the Contribution; and

         WHEREAS, the Company, as General Partner of the Partnership, admitted
TMPC, L.P. as an Additional Limited Partner to the Partnership pursuant to
Section 12.2 of the Partnership Agreement.

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         Section 1. Amendment to Partnership Agreement. Pursuant to Section
14.1.B of the Partnership Agreement, the Company, as General Partner of the
Partnership, hereby amends the Partnership Agreement by deleting Exhibit A in
its entirety and replacing it with the Exhibit A attached hereto.




<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                                     GENERAL PARTNER:

                                     BEACON PROPERTIES CORPORATION


                                     /s/ Lionel P. Fortin
                                     ----------------------------------------
                                     Name: Lionel P. Fortin
                                     Title:  Chief Operating Officer



                                     LIMITED PARTNERS:
                                     BEACON PROPERTIES
                                       CORPORATION,
                                     as attorney-in-fact for the
                                     Limited Partners



                                     /s/ Lionel P. Fortin
                                     ----------------------------------------
                                     Name: Lionel P. Fortin
                                     Title:  Chief Operating Officer






<PAGE>


                                              BEACON PROPERTIES, L.P.

                                SECOND AMENDMENT
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP


         This Second Amendment is entered into as of March 27, 1995 by and
between Beacon Properties Corporation, a Maryland corporation, as general
partner (the "General Partner"), and the limited partners (the "Limited
Partners") of Beacon Properties, L.P. (the "Partnership") for the purpose of
amending the Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of May 26, 1994 and as amended October 27, 1994 (as
amended, the "Partnership Agreement"). All capitalized terms used herein and not
defined shall have the respective meanings ascribed to them in the Partnership
Agreement.

         WHEREAS, in accordance with Section 14.1.A of the Partnership
Agreement, the Limited Partners and the General Partner desire to amend certain
provisions of the Partnership Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties agree as follows:


         1. Section 12.2.C of the Partnership Agreement is hereby amended by
deleting the words "the interim closing of the books method" at the end of the
first sentence thereof and inserting the words "any convention permitted by law
and selected by the General Partner" in lieu thereof.


         2. The Partnership Agreement and this Second Amendment shall be read
together and shall have the same effect as if the provisions of the Partnership
Agreement and this Second Amendment were contained in one agreement. Any
provision of the Partnership Agreement not amended by this Second Amendment
shall remain in full force and effect as provided in the Partnership Agreement
immediately prior to the date hereof.


         3. This Second Amendment may be executed in any number of counterparts
with the same effect as if all signing parties had signed the same document. All
counterparts shall be construed together and shall constitute the same
instrument.


                                        1

<PAGE>




         IN WITNESS WHEREOF, the undersigned have executed this Second Amendment
as of the date first above written.

                                     GENERAL PARTNER:

                                     BEACON PROPERTIES CORPORATION


                                     By:    /s/ Lionel P. Fortin
                                     ----------------------------------------
                                     Title:  Chief Financial Officer and
                                              Chief Operating Officer



                                     LIMITED PARTNERS:

                                     See Attached Signature Pages


















                             BEACON PROPERTIES, L.P.


                                        2

<PAGE>


                               SECOND AMENDMENT TO

                        AGREEMENT OF LIMITED PARTNERSHIP

                         LIMITED PARTNER SIGNATURE PAGE

         The undersigned hereby consents to the Second Amendment to the Amended
and Restated Agreement of Limited Partnership of Beacon Properties, L.P. The
undersigned agrees that this signature page may be attached to any counterpart
of the Second Amendment.


Signature line for Limited Partner:        /s/  Norman W. Barron
                                           ------------------------------------
                                           Name:  Mr. Norman W. Barron
Dated: March 1, 1995


Signature line for Limited Partner:        /s/  Richard L. Friedman
                                           ------------------------------------
                                           Name:  Mr. Richard L. Friedman
Dated: January 30, 1995


Signature line for Limited Partner:        /s/  Steve Levanti
                                           ------------------------------------
                                           Name:  Mr. Steve Levanti
                                                  Federal 175 Realty Corp.
Dated: March 3, 1995


Signature line for Limited Partner:        /s/  Steve Levanti
                                           ------------------------------------
                                           Name:  Mr. Steve Levanti
                                                  Wellesley Office Realty Corp.
Dated: March 3, 1995


Signature line for Limited Partner:        /s/  Harvey I. Steinberg
                                           ------------------------------------
                                           Name:  Mr. Harvey I. Steinberg
Dated: March 27, 1995







                                        3

<PAGE>


                                  AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                            OF BEACON PROPERTIES,L.P.


         This Agreement is made as of October 27, 1994 by and among Beacon
Properties Corporation (the "Company") and the Persons whose names are set forth
on Exhibit A attached hereto. All capitalized terms used herein shall have the
meanings given to them in the Amended and Restated Agreement of Limited
Partnership of Beacon Properties, L.P. dated May 26, 1994 (the "Partnership
Agreement").

         WHEREAS, Wellesley Office Realty Corp., a Delaware corporation
("Wellesley") has made a Capital Contribution to Beacon Properties, L.P. (the
"Partnership") having a value of $2,600,000 and Federal 175 Realty Corp., a
Delaware Corporation ("Federal 175") has made a Capital Contribution to the
Partnership having a value of $6,600,000 pursuant to an Assignment of
Partnership Interests and Admission of Limited Partners of even date herewith;
and

         WHEREAS, the Company, as General Partner of the Partnership, admitted
Wellesley and Federal 175 as Additional Limited Partners to the Partnership
pursuant to Section 12.2 of the Partnership Agreement.

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         Section 1. Amendment to Partnership Agreement. Pursuant to Section
14.1.B(2) of the Partnership Agreement, the Company, as General Partner of the
Partnership, hereby amends the Partnership Agreement by deleting Exhibit A in
its entirety and replacing it with the Exhibit A attached hereto.




<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                                     GENERAL PARTNER:

                                     BEACON PROPERTIES CORPORATION


                                     /s/ Robert J. Perriello
                                     ---------------------------------------
                                     Name:  Robert J. Perriello
                                     Title:  Senior Vice President


                                     LIMITED PARTNERS:


                                     BEACON PROPERTIES
                                       CORPORATION,
                                     as attorney-in-fact for the
                                     Limited Partners


                                     /s/ Robert J. Perriello
                                     ---------------------------------------
                                     Name:  Robert J. Perriello
                                     Title:  Senior Vice President






<PAGE>


                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                             BEACON PROPERTIES, L.P.
































                                                                    May 26, 1994


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>     <C>                                                                                                      <C>
ARTICLE 1  DEFINED TERMS........................................................................................  1

ARTICLE 2  ORGANIZATIONAL MATTERS............................................................................... 11
         Section 2.1       Formation............................................................................ 11
         Section 2.2       Name................................................................................. 12
         Section 2.3       Registered Office and Agent; Principal Office........................................ 12
         Section 2.4       Power of Attorney.................................................................... 12
         Section 2.5       Term................................................................................. 13

ARTICLE 3  PURPOSE.............................................................................................. 14
         Section 3.1       Purpose and Business................................................................. 14
         Section 3.2       Powers............................................................................... 14

ARTICLE 4  CAPITAL CONTRIBUTIONS................................................................................ 14
         Section 4.1       Capital Contributions of the Partners................................................ 15
         Section 4.2       Issuances of Additional Partnership Interests........................................ 15
         Section 4.3       Contribution of Proceeds of Issuance of REIT Shares.................................. 16
         Section 4.4       Preemptive Rights.................................................................... 17

ARTICLE 5  DISTRIBUTIONS........................................................................................ 17
         Section 5.1       Requirement and Characterization of Distributions.................................... 17
         Section 5.2       Amounts Withheld..................................................................... 17
         Section 5.3       Distributions Upon Liquidation....................................................... 18

ARTICLE 6  ALLOCATIONS.......................................................................................... 18
         Section 6.1       Allocations For Capital Account Purposes............................................. 18

ARTICLE 7  MANAGEMENT AND OPERATIONS OF BUSINESS................................................................ 19
         Section 7.1       Management........................................................................... 19
         Section 7.2       Certificate of Limited Partnership................................................... 22
         Section 7.3       Restrictions on General Partner Authority............................................ 23
         Section 7.4       Reimbursement of the General Partner and the Company................................. 23
         Section 7.5       Outside Activities of the General Partner............................................ 24
         Section 7.6       Contracts with Affiliates............................................................ 24
         Section 7.7       Indemnification...................................................................... 25
         Section 7.8       Liability of the General Partner..................................................... 27
         Section 7.9       Other Matters Concerning the General Partner......................................... 27
         Section 7.10      Title to Partnership Assets.......................................................... 28

                                       (i)

<PAGE>


                                                                                                               Page

         Section 7.11      Reliance by Third Parties............................................................ 28

ARTICLE 8  RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS........................................................... 29
         Section 8.1       Limitation of Liability.............................................................. 29
         Section 8.2       Management of Business............................................................... 29
         Section 8.3       Outside Activities of Limited Partners............................................... 29
         Section 8.4       Return of Capital.................................................................... 30
         Section 8.5       Rights of Limited Partners Relating to the Partnership............................... 30
         Section 8.6       Redemption Right..................................................................... 31

ARTICLE 9  BOOKS, RECORDS, ACCOUNTING AND REPORTS............................................................... 32
         Section 9.1       Records and Accounting............................................................... 32
         Section 9.2       Fiscal Year.......................................................................... 33
         Section 9.3       Reports.............................................................................. 33

ARTICLE 10  TAX MATTERS......................................................................................... 33
         Section 10.1      Preparation of Tax Returns........................................................... 33
         Section 10.2      Tax Elections........................................................................ 33
         Section 10.3      Tax Matters Partner.................................................................. 34
         Section 10.4      Organizational Expenses.............................................................. 35
         Section 10.5      Withholding.......................................................................... 35

ARTICLE 11  TRANSFERS AND WITHDRAWALS........................................................................... 36
         Section 11.1      Transfer............................................................................. 36
         Section 11.2      Transfer of the Company's General Partner Interest and Limited
                           Partner Interest..................................................................... 37
         Section 11.3      Limited Partners' Rights to Transfer................................................. 37
         Section 11.4      Substituted Limited Partners......................................................... 38
         Section 11.5      Assignees............................................................................ 39
         Section 11.6      General Provisions................................................................... 39

ARTICLE 12  ADMISSION OF PARTNERS............................................................................... 40
         Section 12.1      Admission of Successor General Partner............................................... 40
         Section 12.2      Admission of Additional Limited Partners............................................. 40
         Section 12.3      Amendment of Agreement and Certificate of Limited
                           Partnership.......................................................................... 41

ARTICLE 13  DISSOLUTION, LIQUIDATION AND TERMINATION............................................................ 41
         Section 13.1      Dissolution.......................................................................... 41
         Section 13.2      Winding Up........................................................................... 42
         Section 13.3      Compliance with Timing Requirements of Regulations................................... 44

                                      (ii)

<PAGE>


                                                                                                               Page

         Section 13.4      Deemed Distribution and Recontribution............................................... 44
         Section 13.5      Rights of Limited Partners........................................................... 44
         Section 13.6      Notice of Dissolution................................................................ 45
         Section 13.7      Termination of Partnership and Cancellation of Certificate of
                           Limited Partnership.................................................................. 45
         Section 13.8      Reasonable Time for Winding-Up....................................................... 45
         Section 13.9      Waiver of Partition.................................................................. 45

ARTICLE 14  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS........................................................ 45
         Section 14.1      Amendments........................................................................... 45
         Section 14.2      Meetings of the Partners............................................................. 47

ARTICLE 15  GENERAL PROVISIONS.................................................................................. 48
         Section 15.1      Addresses and Notice................................................................. 48
         Section 15.2      Titles and Captions.................................................................. 48
         Section 15.3      Pronouns and Plurals................................................................. 48
         Section 15.4      Further Action....................................................................... 48
         Section 15.5      Binding Effect....................................................................... 48
         Section 15.6      Creditors............................................................................ 49
         Section 15.7      Waiver............................................................................... 49
         Section 15.8      Counterparts......................................................................... 49
         Section 15.9      Applicable Law....................................................................... 49
         Section 15.10     Invalidity of Provisions............................................................. 49
         Section 15.11     Entire Agreement..................................................................... 49
</TABLE>



                                      (iii)

<PAGE>



EXHIBITS

Exhibit A     -   Partners Contributions and Partnership Interests
Exhibit B     -   Capital Account Maintenance
Exhibit C     -   Special Allocation Rules
Exhibit D     -   Notice of Redemption

                                      (iv)

<PAGE>



                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             BEACON PROPERTIES, L.P.


         THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BEACON
PROPERTIES, L.P. (this "Agreement"), dated as of May 26, 1994, is entered into
by and among Beacon Properties Corporation (the "Company") and the Persons (as
defined below) whose names are set forth on Exhibit A as attached hereto (as it
may be amended from time to time).

         WHEREAS, the Company and the Persons whose names are set forth on
Exhibit A, as attached hereto, desire to amend and restate in its entirety that
certain Agreement of Limited Partnership of Beacon Properties, L.P. (the
"Partnership") dated as of April 26, 1994; and

         WHEREAS, the Company and the Persons whose names are set forth on
Exhibit A, as attached hereto, will make certain capital contributions to the
Partnership;

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, and do hereby agree as
follows:


                                    ARTICLE 1
                                  DEFINED TERMS

         The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

         "Act" means the Delaware Revised Uniform Limited Partnership Act, as it
may be amended from time to time, and any successor to such statute.

         "Additional Limited Partner" means a Person admitted to the Partnership
as a Limited Partner pursuant to Section 4.2 hereof and who is shown as such on
the books and records of the Partnership.

         "Adjusted Capital Account" means the Capital Account maintained for
each Partner as of the end of each Partnership taxable year (i) increased by any
amounts which such Partner is obligated to restore pursuant to any provision of
this Agreement or is deemed to be obligated to restore pursuant to the
penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5);
and (ii) decreased by the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account is intended to comply with
the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.


<PAGE>



         "Adjusted Capital Account Deficit" means, with respect to any Partner,
the deficit balance, if any, in such Partner's Adjusted Capital Account as of
the end of the relevant Partnership taxable year.

         "Adjusted Property" means any property, the Carrying Value of which has
been adjusted pursuant to Exhibit B hereof. Once an Adjusted Property is deemed
distributed by, and recontributed to, the Partnership for federal income tax
purposes upon a termination thereof pursuant to Section 708 of the Code, such
property shall thereafter constitute a Contributed Property until the Carrying
Value of such property is further adjusted pursuant to Exhibit B hereof.

         "Affiliate" means, with respect to any Person, (i) any Person directly
or indirectly controlling, controlled by or under common control with such
Person; (ii) any Person owning or controlling ten percent (10%) or more of the
outstanding voting interests of such Person; (iii) any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests; or
(iv) any officer, director, general partner or trustee of such Person or of any
Person referred to in clauses (i), (ii), and (iii) above.

         "Agreed Value" means (i) in the case of any Contributed Property as of
the time of its contribution to the Partnership, the 704(c) Value of such
property, reduced by any liabilities either assumed by the Partnership upon such
contribution or to which such property is subject when contributed, and (ii) in
the case of any property distributed to a Partner by the Partnership, the
Partnership's Carrying Value of such property at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner upon
such distribution or to which such property is subject at the time of
distribution as determined under Section 752 of the Code and the Regulations
thereunder. The aggregate Agreed Value of the Contributed Property contributed
or deemed contributed by each Partner as of the date hereof is as set forth in
Exhibit A.

         "Agreement" means this Agreement of Limited Partnership, as it may be
amended, supplemented or restated from time to time.

         "Articles of Incorporation" means the Articles of Incorporation of
Beacon Properties Corporation (formerly known as Beacon Office Properties, Inc.)
filed in the State of Maryland on March 4, 1994, as amended and restated from
time to time.

         "Assignee" means a Person to whom one or more Partnership Units have
been transferred in a manner permitted under this Agreement, but who has not
become a Substituted Limited Partner, and who has the rights set forth in
Section 11.5.



                                        2

<PAGE>



         "Available Cash" means, with respect to any period for which such
calculation is being made, (i) the sum of:

                  (a) the Partnership's Net Income or Net Loss (as the case may
         be) for such period (without regard to adjustments resulting from
         allocations described in Sections 1.A through 1.E of Exhibit C);

                  (b) Depreciation and all other noncash charges deducted in
         determining Net Income or Net Loss for such period;

                  (c) the amount of any reduction in the reserves of the
         Partnership referred to in clause (ii)(f) below (including, without
         limitation, reductions resulting because the General Partner determines
         such amounts are no longer necessary);

                  (d) the excess of proceeds from the sale, exchange,
         disposition, or refinancing of Partnership property for such period
         over the gain recognized from such sale, exchange, disposition, or
         refinancing during such period (excluding Terminating Capital
         Transactions); and

                  (e) all other cash received by the Partnership for such period
         that was not included in determining Net Income or Net Loss for such
         period;

         (ii)     less the sum of:

                  (a) all principal debt payments made by the Partnership during
         such period;

                  (b) capital expenditures made by the Partnership during such
         period;

                  (c) investments made by the Partnership during such period in
         any entity (including loans made thereto) to the extent that such
         investments are not otherwise described in clause (ii)(a) or (ii)(b);

                  (d) all other expenditures and payments not deducted in
         determining Net Income or Net Loss for such period;

                  (e) any amount included in determining Net Income or Net Loss
         for such period that was not received by the Partnership during such
         period;

                  (f) the amount of any increase in reserves during such period
         which the General Partner determines to be necessary or appropriate in
         its sole and absolute discretion; and


                                        3

<PAGE>



                  (g) the amount of any working capital accounts and other cash
         or similar balances which the General Partner determines to be
         necessary or appropriate, in its sole and absolute discretion.

         Notwithstanding the foregoing, Available Cash shall not include any
cash received or reductions in reserves, or take into account any disbursements
made or reserves established, after commencement of the dissolution and
liquidation of the Partnership.

         "Book-Tax Disparities" means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all of
its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to Exhibit B and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

         "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.

         "Capital Account" means the Capital Account maintained for a Partner
pursuant to Exhibit B hereof.

         "Capital Contribution" means, with respect to any Partner, any cash,
cash equivalents or the Agreed Value of Contributed Property which such Partner
contributes or is deemed to contribute to the Partnership pursuant to Section
4.1, 4.2, or 4.3 hereof.

         "Carrying Value" means (i) with respect to a Contributed Property or
Adjusted Property, the 704(c) Value of such property, reduced (but not below
zero) by all Depreciation with respect to such Property charged to the Partners'
Capital Accounts following the contribution of or adjustment with respect to
such Property; and (ii) with respect to any other Partnership property, the
adjusted basis of such property for federal income tax purposes, all as of the
time of determination. The Carrying Value of any property shall be adjusted from
time to time in accordance with Exhibit B hereof, and to reflect changes,
additions or other adjustments to the Carrying Value for dispositions and
acquisitions of Partnership properties, as deemed appropriate by the General
Partner.

         "Cash Amount" means an amount of cash per Partnership Unit equal to the
Value on the Valuation Date of the REIT Shares Amount.

         "Certificate" means the Certificate of Limited Partnership relating to
the Partnership to be filed simultaneously herewith in the office of the
Delaware Secretary of State, as amended from time to time in accordance with the
terms hereof and the Act.

                                        4

<PAGE>



         "Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, as interpreted by the applicable regulations
thereunder. Any reference herein to a specific section or sections of the Code
shall be deemed to include a reference to any corresponding provision of future
law.

         "Consent" means the consent or approval of a proposed action by a
Partner given in accordance with Section 14.2 hereof.

         "Contributed Property" means each property or other asset, in such form
as may be permitted by the Act (but excluding cash), contributed or deemed
contributed to the Partnership (including deemed contributions to the
Partnership on termination and reconstitution thereof pursuant to Section 708 of
the Code). Once the Carrying Value of a Contributed Property is adjusted
pursuant to Exhibit B hereof, such property shall no longer constitute a
Contributed Property for purposes of Exhibit B hereof, but shall be deemed an
Adjusted Property for such purposes.

         "Conversion Factor" means 1.0, provided that in the event that the
Company (i) declares or pays a dividend on its outstanding REIT Shares in REIT
Shares or makes a distribution to all holders of its outstanding REIT Shares in
REIT Shares; (ii) subdivides its outstanding REIT Shares; or (iii) combines its
outstanding REIT Shares into a smaller number of REIT Shares, the Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of REIT Shares issued and outstanding on
the record date for such dividend, distribution, subdivision or combination
assuming for such purpose that such dividend, distribution, subdivision or
combination has occurred as of such time, and the denominator of which shall be
the actual number of REIT Shares (determined without the above assumption)
issued and outstanding on the record date for such dividend, distribution,
subdivision or combination. Any adjustment to the Conversion Factor shall become
effective immediately after the effective date of such event retroactive to the
record date, if any, for such event.

         "Depreciation" means, for each taxable year, an amount equal to the
federal income tax depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year, except that if the Carrying
Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period, Depreciation shall be an
amount which bears the same ratio to such beginning Carrying Value as the
federal income tax depreciation, amortization, or other cost recovery deduction
for such year bears to such beginning adjusted tax basis; provided, however,
that if the federal income tax depreciation, amortization, or other cost
recovery deduction for such year is zero, Depreciation shall be determined with
reference to such beginning Carrying Value using any reasonable method selected
by the General Partner.

         "Effective Date" means the date of closing of the initial public
offering of REIT Shares pursuant to that certain purchase agreement among the
Company and Merrill, Lynch, Pierce,

                                        5

<PAGE>



Fenner & Smith Incorporated, Kidder, Peabody & Co. Incorporated and Lehman
Brothers Inc., as representatives of the underwriters.

         "General Partner" means the Company, in its capacity as the general
partner of the Partnership, or its successors as general partner of the
Partnership.

         "General Partner Interest" means a Partnership Interest held by the
General Partner, in its capacity as general partner. A General Partner Interest
may be expressed as a number of Partnership Units.

         "IRS" means the Internal Revenue Service, which administers the
internal revenue laws of the United States.

         "Immediate Family" means, with respect to any natural Person, such
natural Person's spouse and such natural Person's natural or adoptive parents,
descendants, nephews, nieces, brothers, and sisters.

         "Incapacity" or "Incapacitated" means, (i) as to any individual
Partner, death, total physical disability or entry by a court of competent
jurisdiction adjudicating him incompetent to manage his Person or his estate;
(ii) as to any corporation which is a Partner, the filing of a certificate of
dissolution, or its equivalent, for the corporation or the revocation of its
charter; (iii) as to any partnership which is a Partner, the dissolution and
commencement of winding up of the partnership; (iv) as to any estate which is a
Partner, the distribution by the fiduciary of the estate's entire interest in
the Partnership; (v) as to any trustee of a trust which is a Partner, the
termination of the trust (but not the substitution of a new trustee); or (vi) as
to any Partner, the bankruptcy of such Partner. For purposes of this definition,
bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner
commences a voluntary proceeding seeking liquidation, reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter in
effect; (b) the Partner is adjudged as bankrupt or insolvent, or a final and
nonappealable order for relief under any bankruptcy, insolvency or similar law
now or hereafter in effect has been entered against the Partner; (c) the Partner
executes and delivers a general assignment for the benefit of the Partner's
creditors; (d) the Partner files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against the
Partner in any proceeding of the nature described in clause (b) above; (e) the
Partner seeks, consents to or acquiesces in the appointment of a trustee,
receiver or liquidator for the Partner or for all or any substantial part of the
Partner's properties; (f) any proceeding seeking liquidation, reorganization or
other relief of or against such Partner under any bankruptcy, insolvency or
other similar law now or hereafter in effect has not been dismissed within one
hundred twenty (120) days after the commencement thereof; (g) the appointment
without the Partner's consent or acquiescence of a trustee, receiver or
liquidator has not been vacated or stayed within ninety (90) days of such
appointment; or (h) an appointment referred to in clause (g) which has been
stayed is not vacated within ninety (90) days after the expiration of any such
stay.

                                        6

<PAGE>



         "Indemnitee" means (i) any Person made a party to a proceeding by
reason of (A) his status as the General Partner, or as a director, trustee or
officer of the Partnership or the General Partner, or (B) his or its
liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness of
the Partnership or any Subsidiary of the Partnership (including, without
limitation, any indebtedness which the Partnership or any Subsidiary of the
Partnership has assumed or taken assets subject to); and (ii) such other Persons
(including Affiliates of the General Partner or the Partnership) as the General
Partner may designate from time to time (whether before or after the event
giving rise to potential liability), in its sole and absolute discretion.

         "Limited Partner" means the Company and any other Person named as a
Limited Partner in Exhibit A attached hereto, as such Exhibit may be amended
from time to time, or any Substituted Limited Partner or Additional Limited
Partner, in such Person's capacity as a Limited Partner of the Partnership.

         "Limited Partner Interest" means a Partnership Interest of a Limited
Partner in the Partnership representing a fractional part of the Partnership
Interests of all Partners and includes any and all benefits to which the holder
of such a Partnership Interest may be entitled, as provided in this Agreement,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement. A Limited Partner Interest may be expressed as a
number of Partnership Units.

         "Liquidating Event" has the meaning set forth in Section 13.1.

         "Liquidator" has the meaning set forth in Section 13.2.

         "Net Income" means, for any taxable period, the excess, if any, of the
Partnership's items of income and gain for such taxable period over the
Partnership's items of loss and deduction for such taxable period. The items
included in the calculation of Net Income shall be determined in accordance with
federal income tax accounting principles, subject to the specific adjustments
provided for in Exhibit B.

         "Net Loss" means, for any taxable period, the excess, if any, of the
Partnership's items of loss and deduction for such taxable period over the
Partnership's items of income and gain for such taxable period. The items
included in the calculation of Net Loss shall be determined in accordance with
federal income tax accounting principles, subject to the specific adjustments
provided for in Exhibit B.

         "Nonrecourse Built-in Gain" means, with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or negative
pledge securing a Nonrecourse Liability, the amount of any taxable gain that
would be allocated to the Partners pursuant to Section 2.B of Exhibit C if such
properties were disposed of in a taxable transaction in full satisfaction of
such liabilities and for no other consideration.

                                        7

<PAGE>



         "Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a
Partnership taxable year shall be determined in accordance with the rules of
Regulations Section 1.704-2(c).

         "Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.752-1(a)(2).

         "Notice of Redemption" means the Notice of Redemption substantially in
the form of Exhibit D to this Agreement.

         "Partner" means a General Partner or a Limited Partner, and "Partners"
means the General Partner and the Limited Partners collectively.

         "Partner Minimum Gain" means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if
such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

         "Partner Nonrecourse Debt" has the meaning set forth in Regulations
Section 1.704-2(b)(4).

         "Partner Nonrecourse Deductions" has the meaning set forth in
Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable
year shall be determined in accordance with the rules of Regulations Section
1.704-2(i)(2).

         "Partnership" means the limited partnership formed under the Act and
pursuant to this Agreement, as it may be amended and restated, and any successor
thereto.

         "Partnership Interest" means an ownership interest in the Partnership
representing a Capital Contribution by either a Limited Partner or the General
Partner and includes any and all benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of
this Agreement. A Partnership Interest may be expressed as a number of
Partnership Units.

         "Partnership Minimum Gain" has the meaning set forth in Regulations
Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as
any net increase or decrease in a Partnership Minimum Gain, for a Partnership
taxable year shall be determined in accordance with the rules of Regulations
Section 1.704-2(d).

         "Partnership Record Date" means the record date established by the
General Partner for the distribution of Available Cash pursuant to Section 5.1
hereof, which record date shall

                                        8

<PAGE>



be the same as the record date established by the Company for a distribution to
its shareholders of some of all of its portion of such distribution.

         "Partnership Unit" means a fractional, undivided share of the
Partnership Interests of all Partners issued pursuant to Sections 4.1, 4.2 and
4.3. The number of Partnership Units outstanding and the Percentage Interest in
the Partnership represented by such Units are set forth in Exhibit A attached
hereto, as such Exhibit may be amended from time to time. The ownership of
Partnership Units shall be evidenced by such form of certificate for units as
the General Partner adopts from time to time unless the General Partner
determines that the Partnership Units shall be uncertificated securities.

         "Partnership Year" means the fiscal year of the Partnership, which
shall be the calendar year.

         "Percentage Interest" means, as to a Partner, its interest in the
Partnership as determined by dividing the Partnership Units owned by such
Partner by the total number of Partnership Units then outstanding and as
specified in Exhibit A attached hereto, as such Exhibit may be amended from time
to time.

         "Person" means an individual or a corporation, partnership, trust,
unincorporated organization, association or other entity.

         "Recapture Income" means any gain recognized by the Partnership upon
the disposition of any property or asset of the Partnership, which gain is
characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

         "Redeeming Partner" has the meaning set forth in Section 8.6 hereof.

         "Redemption Right" shall have the meaning set forth in Section 8.6
hereof.

         "Regulations" means the Income Tax Regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         "REIT" means a real estate investment trust under Section 856 of the
Code.

         "REIT Share" shall mean a share of common stock of the Company, par
value $.01 per share.

         "REIT Shares Amount" shall mean a number of REIT Shares equal to the
product of the number of Partnership Units offered for redemption by a Redeeming
Partner, multiplied by the Conversion Factor, provided that in the event the
Company issues to all holders of REIT

                                        9

<PAGE>



Shares rights, options, warrants or convertible or exchangeable securities
entitling the shareholders to subscribe for or purchase REIT Shares, or any
other securities or property (collectively, the "rights"), then the REIT Shares
Amount shall also include such rights that a holder of that number of REIT
Shares would be entitled to receive.

         "Residual Gain" or "Residual Loss" means any item of gain or loss, as
the case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of Contributed Property or
Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate Book-Tax
Disparities.

         "704(c) Value" of any Contributed Property means the fair market value
of such property or other consideration at the time of contribution, as
determined by the General Partner using such reasonable method of valuation as
it may adopt; provided, however, that the 704(c) Value of any property deemed
contributed to the Partnership for federal income tax purposes upon termination
and reconstitution thereof pursuant to Section 708 of the Code shall be
determined in accordance with Exhibit B hereof. Subject to Exhibit B hereof, the
General Partner shall, in its sole and absolute discretion, use such method as
it deems reasonable and appropriate to allocate the aggregate of the 704(c)
Values of Contributed Properties in a single or integrated transaction among the
separate properties on a basis proportional to their respective fair market
values.

         "Specified Redemption Date" means the tenth (10th) Business Day after
receipt by the Company of a Notice of Redemption; provided that no Specified
Redemption Date shall occur before one (1) year from the date of this Agreement,
provided further that if the Company combines its outstanding REIT Shares, no
Specified Redemption Date shall occur after the record date of such combination
of REIT Shares and prior to the effective date of such combination.

         "Subsidiary" means, with respect to any Person, any corporation,
partnership or other entity of which a majority of (i) the voting power of the
voting equity securities; or (ii) the outstanding equity interests, is owed,
directly or indirectly, by such Person.

         "Substituted Limited Partner" means a Person who is admitted as a
Limited Partner to the Partnership pursuant to Section 11.4.

         "Terminating Capital Transaction" means any sale or other disposition
of all or substantially all of the assets of the Partnership or a related series
of transactions that, taken together, result in the sale or other disposition of
all or substantially all of the assets of the Partnership.

         "Unrealized Gain" attributable to any item of Partnership property
means, as of any date of determination, the excess, if any, of (i) the fair
market value of such property (as

                                       10

<PAGE>



determined under Exhibit B hereof) as of such date; over (ii) the Carrying Value
of such property (prior to any adjustment to be made pursuant to Exhibit B
hereof) as of such date.

         "Unrealized Loss" attributable to any item of Partnership property
means, as of any date of determination, the excess, if any, of (i) the Carrying
Value of such property (prior to any adjustment to be made pursuant to Exhibit B
hereof) as of such date; over (ii) the fair market value of such property (as
determined under Exhibit B hereof) as of such date.

         "Valuation Date" means the date of receipt by the General Partner of a
Notice of Redemption or, if such date is not a Business Day, the first Business
Day thereafter.

         "Value" means, with respect to a REIT Share, the average of the daily
market price for the ten (10) consecutive trading days immediately preceding the
Valuation Date. The market price for each such trading day shall be: (i) if the
REIT Shares are listed or admitted to trading on any securities exchange or the
NASDAQ-National Market System, the closing price on such day, or if no such sale
takes place on such day, the average of the closing bid and asked prices on such
day; (ii) if the REIT Shares are not listed or admitted to trading on any
securities exchange or the NASDAQ-National Market System, the last reported sale
price on such day or, if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a reliable quotation
source designated by the General Partner; or (iii) if the REIT Shares are not
listed or admitted to trading on any securities exchange or the NASDAQ-National
Market System and no such last reported sale price or closing bid and asked
prices are available, the average of the reported high bid and low asked prices
on such day, as reported by a reliable quotation source designated by the
General Partner, or if there shall be no bid and asked prices on such day, the
average of the high bid and low asked prices, as so reported, on the most recent
day (not more than ten (10) days prior to the date in question) for which prices
have been so reported; provided that if there are no bid and asked prices
reported during the ten (10) days prior to the date in question, the Value of
the REIT Shares shall be determined by the General Partner acting in good faith
on the basis of such quotations and other information as it considers, in its
reasonable judgment, appropriate. In the event the REIT Shares Amount includes
rights that a holder of REIT Shares would be entitled to receive, then the Value
of such rights shall be determined by the General Partner acting in good faith
on the basis of such quotations and other information as it considers, in its
reasonable judgment, appropriate.


                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

         Section 2.1       Formation

         The Partners hereby form a limited partnership under and pursuant to
the Act. Except as expressly provided herein to the contrary, the rights and
obligations of the Partners and the

                                       11

<PAGE>



administration and termination of the Partnership shall be governed by the Act.
The Partnership Interest of each Partner shall be personal property for all
purposes.

         Section 2.2       Name

         The name of the Partnership shall be Beacon Properties, L.P. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name of the General Partner or
any Affiliate thereof. The words "Limited Partnership," "L.P.," "Ltd." or
similar words or letters shall be included in the Partnership's name where
necessary for the purposes of complying with the laws of any jurisdiction that
so requires. The General Partner in its sole and absolute discretion may change
the name of the Partnership at any time and from time to time and shall notify
the Limited Partners of such change in the next regular communication to the
Limited Partners.

         Section 2.3       Registered Office and Agent; Principal Office

         The address of the registered office of the Partnership in the State of
Delaware and the name and address of the registered agent for service of process
on the Partnership in the State of Delaware is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The
principal office of the Partnership shall be 50 Rowes Wharf, Boston,
Massachusetts 02110, or such other place as the General Partner may from time to
time designate by notice to the Limited Partners. The Partnership may maintain
offices at such other place or places within or outside the State of Delaware as
the General Partner deems advisable.

         Section 2.4       Power of Attorney

         A. Each Limited Partner and each Assignee hereby constitutes and
appoints the General Partner, any Liquidator, and authorized officers and
attorneys-in-fact of each, and each of those acting singly, in each case with
full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to:

                  (1)      execute, swear to, acknowledge, deliver, file and
                           record in the appropriate public offices (a) all
                           certificates, documents and other instruments
                           (including, without limitation, this Agreement and
                           the Certificate and all amendments or restatement
                           thereof) that the General Partner or the Liquidator
                           deems appropriate or necessary to form, qualify or
                           continue the existence or qualification of the
                           Partnership as a limited partnership (or a
                           partnership in which the Limited Partners have
                           limited liability) in the State of Delaware and in
                           all other jurisdictions in which the Partnership may
                           or plans to conduct business or own property; (b) all
                           instruments that the General Partner deems
                           appropriate or necessary to reflect any amendment,
                           change, modification or restatement

                                       12

<PAGE>



                           of this Agreement in accordance with its terms; (c)
                           all conveyances and other instruments or documents
                           that the General Partner or the Liquidator deems
                           appropriate or necessary to reflect the dissolution
                           and liquidation of the Partnership pursuant to the
                           terms of this Agreement, including, without
                           limitation, a certificate of cancellation; (d) all
                           instruments relating to the admission, withdrawal,
                           removal or substitution of any Partner pursuant to,
                           or other events described in, Article 11, 12 or 13
                           hereof or the Capital Contribution of any Partner;
                           and (e) all certificates, documents and other
                           instruments relating to the determination of the
                           rights, preferences and privileges of Partnership
                           Interest; and

                  (2)      execute, swear to, seal, acknowledge and file all
                           ballots, consents, approvals, waivers, certificates
                           and other instruments appropriate or necessary, in
                           the sole and absolute discretion of the General
                           Partner or any Liquidator, to make, evidence, give,
                           confirm or ratify any vote, consent, approval,
                           agreement or other action which is made or given by
                           the Partners hereunder or is consistent with the
                           terms of this agreement or appropriate or necessary,
                           in the sole discretion of the General Partner or any
                           Liquidator, to effectuate the terms or intent of this
                           Agreement.

Nothing contained herein shall be construed as authorizing the General Partner
or any Liquidator to amend this Agreement except in accordance with Article 14
hereof or as may be otherwise expressly provided for in this Agreement.

         B. The foregoing power of attorney is hereby declared to be irrevocable
and a power coupled with an interest, in recognition of the fact that each of
the Partners will be relying upon the power of the General Partner and any
Liquidator to act as contemplated by this agreement in any filing or other
action by it on behalf of the Partnership, and it shall survive and not be
affected by the subsequent Incapacity of any Limited Partner or Assignee and the
transfer of all or any portion of such Limited Partner's or Assignee's
Partnership Units and shall extend to such Limited Partner's or Assignee's
heirs, successors, assigns and personal representatives. Each such Limited
Partner or Assignee hereby agrees to be bound by any representation made by the
General Partner or any Liquidator, acting in good faith pursuant to such power
of attorney, and each such Limited Partner or Assignee hereby waives any and all
defenses which may be available to contest, negate or disaffirm the action of
the General Partner or any Liquidator, taken in good faith under such power of
attorney. Each Limited Partner or Assignee shall execute and deliver to the
General Partner or the Liquidator, within fifteen (15) days after receipt of the
General Partner's or Liquidator's request therefor, such further designation,
powers of attorney and other instruments as the General Partner or the
Liquidator, as the case may be, deems necessary to effectuate this Agreement and
the purposes of the Partnership.


                                       13

<PAGE>



         Section 2.5       Term

         The term of the Partnership shall commence on the date hereof and shall
continue until December 31, 2093, unless, the Partnership is dissolved sooner
pursuant to the provisions of Article 13 or as otherwise provided by law.


                                    ARTICLE 3
                                     PURPOSE

         Section 3.1       Purpose and Business

         The purpose and nature of the business to be conducted by the
Partnership is (i) to conduct any business that may be lawfully conducted by a
limited partnership organized pursuant to the Act; provided, however, that such
business shall be limited to and conducted in such a manner as to permit the
Company at all times to be classified as a REIT, unless the Company ceases to
qualify as a REIT for reasons other than the conduct of the business of the
Partnership; (ii) to enter into any partnership, joint venture or other similar
arrangement to engage in any of the foregoing or to own interests in any entity
engaged in any of the foregoing; and (iii) to do anything necessary or
incidental to the foregoing. In connection with the foregoing, and without
limiting the Company's right, in its sole discretion, to cease qualifying as a
REIT, the Partners acknowledge the Company's current status as a REIT inures to
the benefit of all of the Partners and not solely the General Partner.

         Section 3.2       Powers

         The Partnership is empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described herein and
for the protection and benefit of the Partnership; provided, however, that the
Partnership shall not take, or refrain from taking, any action which, in the
judgment of the General Partner, in its sole and absolute discretion, (i) could
adversely affect the ability of the Company to continue to qualify as a REIT;
(ii) could subject the Company to any additional taxes under Section 857 or
Section 4981 of the Code; or (iii) could violate any law or regulation of any
governmental body or agency having jurisdiction over the Company or its
securities, unless such action (or inaction) shall have been specifically
consented to by the General Partner in writing.



                                       14

<PAGE>



                                    ARTICLE 4
                              CAPITAL CONTRIBUTIONS

         Section 4.1       Capital Contributions of the Partners

         At the time of the execution of this agreement, the Partners shall make
the Capital Contributions set forth in Exhibit A to this Agreement. At the
General Partner's direction, certain Capital Contributions may be made by way of
transfers to Wellesley Holding, L.P., or other subsidiaries of the Partnership,
as the General Partner may identify. To the extent the Partnership acquires any
property by the merger of any other Person into the Partnership, Persons who
receive Partnership Interests in exchange for their interests in the Person
merging into the Partnership shall become Partners and shall be deemed to have
made Capital Contributions as provided in the applicable merger agreement and as
set forth in Exhibit A, as amended to reflect such deemed Capital Contributions.
The Partners shall own Partnership Units in the amounts set forth for such
Partner in Exhibit A and shall have a Percentage Interest in the Partnership as
set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A
from time to time by the General Partner to the extent necessary to reflect
accurately redemptions, additional Capital Contributions, the issuance of
additional Partnership Units (pursuant to any merger or otherwise), or similar
events having an effect on any Partner's Percentage Interest. The number of
Partnership Units held by the General Partner, in its capacity as general
partner, (equal to one percent (1%) of all outstanding Partnership Units from
time to time) shall be deemed to be the General Partner Interest. Except as
provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make
any additional Capital Contributions or loans to the Partnership.

         Section 4.2       Issuances of Additional Partnership Interests

         A. The General Partner is hereby authorized to cause the Partnership
from time to time to issue to the Partners (including the General Partner) or
other Persons additional Partnership Units or other Partnership Interests in one
or more classes, or one or more series of any of such classes, with such
designations, preferences and relative, participating, optional or other special
rights, powers and duties, including rights, powers and duties senior to Limited
Partner Interests, all as shall be determined by the General Partner in its sole
and absolute discretion subject to Delaware law, including, without limitation,
(i) the allocations of items of Partnership income, gain, loss, deduction and
credit to each such class or series of Partnership Interests; (ii) the right of
each such class or series of Partnership Interests to share in Partnership
distributions; and (iii) the rights of each such class or series of Partnership
Interests upon dissolution and liquidation of the Partnership; provided that no
such additional Partnership Units or other Partnership Interests shall be issued
to the Company, as the General Partner or a Limited Partner, unless either
(a)(1) the additional Partnership Interests are issued in connection with an
issuance of REIT Shares or other shares by the Company, which shares have
designations, preferences and other rights such that the economic interests
attributable to such shares are substantially similar to the designations,
preferences and other rights of the

                                       15

<PAGE>



additional Partnership Interests issued to the Company in accordance with this
Section 4.2.A, and (2) the Company shall make a Capital Contribution to the
Partnership in an amount equal to the proceeds raised in connection with such
issuance, or (b) the additional Partnership Interests are issued to all Partners
in proportion to their respective Percentage Interests. In addition, the Company
may acquire Units from other Partners pursuant to this Agreement.

         B. After the initial public offering of REIT Shares, the Company shall
not issue any additional REIT Shares (other than REIT Shares issued pursuant to
Section 8.6), or rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase REIT Shares
(collectively "New Securities") other than to all holders of REIT Shares unless
(i) the General Partner shall cause the Partnership to issue to the Company,
Partnership Interests or rights, options, warrants or convertible or
exchangeable securities of the Partnership having designations, preferences and
other rights, all such that the economic interests are substantially similar to
those of the New Securities; and (ii) the Company contributes to the Partnership
the proceeds from the issuance of such New Securities and from the exercise of
rights contained in such New Securities. Without limiting the foregoing, the
Company is expressly authorized to issue New Securities for less than fair
market value, and the General Partner is expressly authorized to cause the
Partnership to issue to the Company corresponding Partnership Interests, so long
as (x) the General Partner concludes in good faith that such issuance is in the
interests of the Company and the Partnership (for example, and not by way of
limitation, the issuance of REIT Shares and corresponding Units pursuant to an
employee stock purchase plan providing for employee purchases of REIT Shares at
a discount from fair market value or employee stock options that have an
exercise price that is less than the fair market value of the REIT Shares,
either at the time of issuance or at the time of exercise); and (y) the Company
contributes all proceeds from such issuance and exercise to the Partnership.

         Section 4.3       Contribution of Proceeds of Issuance of REIT Shares

         In connection with the initial public offering of REIT Shares by the
Company and any other issuance of REIT Shares or New Securities pursuant to
Section 4.2, the Company shall contribute to the Partnership any proceeds (or a
portion thereof) raised in connection with such issuance; provided that if the
proceeds actually received by the Company are less than the gross proceeds of
such issuance as a result of any underwriter's discount or other expenses paid
or incurred in connection with such issuance, then the Company shall be deemed
to have made a Capital Contribution to the Partnership in the amount equal to
the sum of the net proceeds of such issuance plus the amount of such
underwriter's discount and other expenses paid by the Company (which discount
and expense shall be treated as an expense for the benefit of the Partnership
for purposes of Section 7.4). In the case of employee purchases of New
Securities at a discount from fair market value, the amount of such discount
representing compensation to the employee, as determined by the General Partner,
shall be treated as an expense of the issuance of such New Securities.


                                       16

<PAGE>



         Section 4.4       Preemptive Rights

         Except as otherwise provided in this Section 4.4, no Person shall have
any preemptive, preferential or other similar right with respect to (i)
additional Capital Contributions or loans to the Partnership; or (ii) issuance
or sale of any Partnership Units or other Partnership Interests. Notwithstanding
the foregoing, in connection with any Capital Contribution made pursuant to
Sections 4.2 and 4.3 hereof, Limited Partners (other than the Company) shall
have the right to contribute to the Partnership an amount equal to or less than
their then-existing Percentage Interest in such Capital Contribution. The
General Partner, prior to making a Capital Contribution pursuant to Sections 4.2
and 4.3, shall deliver notice to all Limited Partners of its intent to make such
a Capital Contribution and of the contemplated amount thereof. Limited Partners
must deliver written notice to the Partnership of their intent to exercise their
rights hereunder and of the amount of their intended contribution, within five
business days of their receipt of such notice from the General Partner. The
amount of any Capital Contribution made to the Partnership pursuant to Sections
4.2 and 4.3 shall be reduced to reflect all corresponding Capital Contributions
made by Limited Partners pursuant to this Section.


                                    ARTICLE 5
                                  DISTRIBUTIONS

         Section 5.1       Requirement and Characterization of Distributions

         The General Partner shall distribute at least quarterly an amount equal
to 100% of Available Cash generated by the Partnership during such quarter or
shorter period to the Partners who are Partners on the Partnership Record Date
with respect to such quarter or shorter period in accordance with their
respective Percentage Interests on such Partnership Record Date; provided that
in no event may a Partner receive a distribution of Available Cash with respect
to a Partnership Unit if such Partner is entitled to receive a distribution out
of such Available Cash with respect to a REIT Share for which such Partnership
Unit has been exchanged and such distribution shall be made to the Company. The
General Partner shall take such reasonable efforts, as determined by it in its
sole and absolute discretion and consistent with the Company's qualification as
a REIT, to distribute Available Cash to the Limited Partners so as to preclude
any such distribution or portion thereof from being treated as part of a sale of
property to the Partnership by a Limited Partner under Section 707 of the Code
or the Regulations thereunder; provided that the General Partner and the
Partnership shall not have liability to a Limited Partner under any
circumstances as a result of any distribution to a Limited Partner being so
treated.


                                       17

<PAGE>



         Section 5.2       Amounts Withheld

         All amounts withheld pursuant to the Code or any provisions of any
state or local tax law and Section 10.5 hereof with respect to any allocation,
payment or distribution to the Partners or Assignees shall be treated as amounts
distributed to the Partners or Assignees pursuant to Section 5.1 for all
purposes under this Agreement.

         Section 5.3       Distributions Upon Liquidation

         Proceeds from a Terminating Capital Transaction and any other cash
received or reductions in reserves made after commencement of the liquidation of
the Partnership shall be distributed to the Partners in accordance with Section
13.2


                                    ARTICLE 6
                                   ALLOCATIONS

         Section 6.1       Allocations For Capital Account Purposes

         For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.

         A. Net Income shall be allocated (i) first, to the General Partner to
the extent that Net Losses previously allocated to the General Partner pursuant
to the last sentence of Section 6.1.B exceed Net Income previously allocated to
the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii)
thereafter, Net Income shall be allocated to the Partners in accordance with
their respective Percentage Interests.

         B. After giving effect to the special allocations set forth in Section
1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in
accordance with their respective Percentage Interests; provided that Net Losses
shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to
the extent that such allocation would cause such Limited Partner to have an
Adjusted Capital Account Deficit at the end of such taxable year (or increase
any existing Adjusted Capital Account Deficit). All Net Losses in excess of the
limitations set forth in this Section 6.1.B shall be allocated to the General
Partner.

         C. For purposes of Regulations Section 1.752-3(a), the Partners agree
that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the
amount of Partnership Minimum Gain; and (ii) the total amount of Nonrecourse
Built-in Gain shall be allocated among the Partners in accordance with their
respective Percentage Interests.


                                       18

<PAGE>



         D. Any gain allocated to the Partners upon the sale or other taxable
disposition of any Partnership asset shall, to the extent possible, after taking
into account other required allocations of gain pursuant to Exhibit C, be
characterized as Recapture Income in the same proportions and to the same extent
as such Partners have been allocated any deductions directly or indirectly
giving rise to the treatment of such gains as Recapture Income.


                                    ARTICLE 7
                      MANAGEMENT AND OPERATIONS OF BUSINESS

         Section 7.1       Management

         A. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs the Partnership are and shall be
exclusively vested in the General Partner, and no Limited Partner shall have any
right to participate in or exercise control or management power over the
business and affairs of the Partnership. The General Partner may not be removed
by the Limited Partners with or without cause. In addition to the powers now or
hereafter granted a general partner of a limited partnership under applicable
law or which are granted to the General Partner under any other provision of
this Agreement, the General Partner, subject to Section 7.3 hereof, shall have
full power and authority to do all things deemed necessary or desirable by it to
conduct the business of the Partnership, to exercise all powers set forth in
Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1
hereof, including, without limitation:

                  (1)      the making of any expenditures, the lending or
                           borrowing of money (including, without limitation,
                           making prepayments on loans and borrowing money to
                           permit the Partnership to make distributions to its
                           Partners in such amounts as will permit the Company
                           (so long as the Company qualifies as a REIT) to avoid
                           the payment of any federal income tax (including, for
                           this purpose, any excise tax pursuant to Section 4981
                           of the Code) and to make distributions to its
                           shareholders in amounts sufficient to permit the
                           Company to maintain REIT status), the assumption or
                           guarantee of, or other contracting for, indebtedness
                           and other liabilities, the issuance of evidence of
                           indebtedness (including the securing of the same by
                           deed, mortgage, deed of trust or other lien or
                           encumbrance on the Partnership's assets) and the
                           incurring of any obligations it deems necessary for
                           the conduct of the activities of the Partnership;

                  (2)      the making of tax, regulatory and other filings, or
                           rendering of periodic or other reports to
                           governmental or other agencies having jurisdiction
                           over the business or assets of the Partnership;


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                  (3)      the acquisition, disposition, mortgage, pledge,
                           encumbrance, hypothecation or exchange of any assets
                           of the Partnership (including the exercise or grant
                           of any conversion, option, privilege, or subscription
                           right or other right available in connection with any
                           assets at any time held by the Partnership) or the
                           merger or other combination of the Partnership with
                           or into another entity (all of the foregoing subject
                           to any prior approval only to the extent required by
                           Section 7.3 hereof);

                  (4)      the use of the assets of the Partnership (including,
                           without limitation, cash on hand) for any purpose
                           consistent with the terms of this Agreement and on
                           any terms it sees fit, including, without limitation,
                           the financing of the conduct of the operations of the
                           Company, the Partnership or any of the Partnership's
                           Subsidiaries, the lending of funds to other Persons
                           (including, without limitation, the Subsidiaries of
                           the Partnership and/or the Company) and the repayment
                           of obligations of the Partnership and its
                           Subsidiaries and any other Person in which it has an
                           equity investment, and the making of capital
                           contributions to its Subsidiaries;

                  (5)      the management, operation, leasing, landscaping,
                           repair, alteration, demolition or improvement of any
                           real property or improvements owed by the Partnership
                           or any Subsidiary of the Partnership;

                  (6)      the negotiation, execution, and performance of any
                           contracts, conveyances or other instruments that the
                           General Partner considers useful or necessary to the
                           conduct of the Partnership's operations or the
                           implementation of the General Partner's powers under
                           this Agreement, including contracting with
                           contractors, developers, consultants, accountants,
                           legal counsel, other professional advisors and other
                           agents and the payment of their expenses and
                           compensation out of the Partnership's assets;

                  (7)      the distribution of Partnership cash or other
                           Partnership assets in accordance with this Agreement;

                  (8)      holding, managing, investing and reinvesting cash and
                           other assets of the Partnership;

                  (9)      the collection and receipt of revenues and income of
                           the Partnership;

                  (10)     the establishment of one or more divisions of the
                           Partnership, the selection and dismissal of employees
                           of the Partnership (including, without limitation,
                           employees having titles such as "president," "vice

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<PAGE>



                           president," "secretary" and "treasurer" of the
                           Partnership), and agents, outside attorneys,
                           accountants, consultants and contractors of the
                           Partnership, and the determination of their
                           compensation and other terms of employment or hiring;

                  (11)     the maintenance of such insurance for the benefit of
                           the Partnership and the Partners as it deems
                           necessary or appropriate;

                  (12)     the formation of, or acquisition of an interest in,
                           and the contribution of property to, any further
                           limited or general partnerships, joint ventures or
                           other relationships that it deems desirable
                           (including, without limitation, the acquisition of
                           interests in, and the contributions of property to,
                           its Subsidiaries and any other Person in which it has
                           an equity investment from time to time);

                  (13)     the control of any matters affecting the rights and
                           obligations of the Partnership, including the
                           settlement, compromise, submission to arbitration or
                           any other form of dispute resolution, or abandonment
                           of, any claim, cause of action, liability, debt or
                           damages, due or owing to or from the Partnership, the
                           commencement or defense of suits, legal proceedings,
                           administrative proceedings, arbitration or other
                           forms of dispute resolution, and the representation
                           of the Partnership in all suits or legal proceedings,
                           administrative proceedings, arbitrations or other
                           forms of dispute resolution, the incurring of legal
                           expense, and the indemnification of any Person
                           against liabilities and contingencies to the extent
                           permitted by law;

                  (14)     the undertaking of any action in connection with the
                           Partnership's direct or indirect investment in its
                           Subsidiaries or any other Person (including, without
                           limitation, the contribution or loan of funds by the
                           Partnership to such Persons);

                  (15)     the determination of the fair market value of any
                           Partnership property distributed in kind using such
                           reasonable method of valuation as the General Partner
                           may adopt;

                  (16)     the exercise, directly or indirectly, through any
                           attorney-in-fact acting under a general or limited
                           power of attorney, of any right, including the right
                           to vote, appurtenant to any asset or investment held
                           by the Partnership;

                  (17)     the exercise of any of the powers of the General
                           Partner enumerated in this Agreement on behalf of or
                           in connection with any Subsidiary of the

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                           Partnership or any other Person in which the
                           Partnership has a direct or indirect interest, or
                           jointly with any such Subsidiary or other Person;

                  (18)     the exercise of any of the powers of the General
                           Partner enumerated in this Agreement on behalf of any
                           Person in which the Partnership does not have an
                           interest pursuant to contractual or other
                           arrangements with such Person;

                  (19)     the making, execution and delivery of any and all
                           deeds, leases, notes, mortgages, deeds of trust,
                           security agreements, conveyances, contracts,
                           guarantees, warranties, indemnities, waivers,
                           releases or legal instruments or agreements in
                           writing necessary or appropriate, in the judgment of
                           the General Partner, for the accomplishment of any of
                           the powers of the General Partner enumerated in this
                           Agreement; and

                  (20)     the issuance of additional Partnership Units, as
                           appropriate, in connection with Capital Contributions
                           by Additional Limited Partners and additional Capital
                           Contributions by Partners pursuant to Article 4
                           hereof.

         B. Each of the Limited Partners agrees that the General Partner is
authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Partnership without any further act, approval or
vote of the Partners, notwithstanding any other provision of this Agreement
(except as provided in Section 7.3), the Act or any applicable law, rule or
regulation, to the fullest extent permitted under the Act or other applicable
law, rule or regulation. The execution, delivery or performance by the General
Partner or the Partnership of any agreement authorized or permitted under this
Agreement shall not constitute a breach by the General Partner of any duty that
the General Partner may owe the Partnership or the Limited Partners or any other
Persons under this Agreement or of any duty stated or implied by law or equity.

         C. At all times from and after the date hereof, the General Partner may
cause the Partnership to establish and maintain at any and all times working
capital accounts and other cash or similar balances in such amounts as the
General Partner, in its sole and absolute discretion, deems appropriate and
reasonable from time to time.

         D. In exercising its authority under this Agreement, the General
Partner may, but shall be under no obligation to, take into account the tax
consequences to any Partner of any action taken by it. The General Partner and
the Partnership shall not have liability to a Limited Partner under any
circumstances as a result of an income tax liability incurred by such Limited
Partner as a result of an action (or inaction) by the General Partner taken
pursuant to its authority under this Agreement and in accordance with the terms
of Section 7.3.


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         Section 7.2       Certificate of Limited Partnership

         The General Partner shall file, simultaneously herewith, the
Certificate with the Secretary of State of Delaware as required by the Act. The
General Partner shall use all reasonable efforts to cause to be filed such other
certificates or documents as may be reasonable and necessary or appropriate for
the formation, continuation, qualification and operation of a limited
partnership (or a partnership in which the limited partners have limited
liability) in the State of Delaware and any other state, or the District of
Columbia, in which the Partnership may elect to do business or own property. To
the extent that such action is determined by the General Partner to be
reasonable and necessary or appropriate, the General Partner shall file
amendments to and restatements of the Certificate and do all of the things to
maintain the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) under the laws of the State of Delaware
and each other state, or the District of Columbia, in which the Partnership may
elect to do business or own property. Subject to the terms of Section 8.5.A(4)
hereof, the General Partner shall not be required, before or after filing, to
deliver or mail a copy of the Certificate or any amendment thereto to any
Limited Partner.

         Section 7.3       Restrictions on General Partner Authority

         A. The General Partner may not take any action in contravention of an
express prohibition or limitation of this Agreement without the written Consent
of Limited Partners holding a majority of the Percentage Interests of the
Limited Partners (including Limited Partner Interests held by the Company), or
such other percentage of the Limited Partners as may be specifically provided
for under a provision of this Agreement.

         B. Except as provided in Article 13 hereof, the General Partner may not
cause the Partnership to engage in a Terminating Capital Transaction (including
by way of merger, consolidation or other combination with any other Person),
without the Consent of Limited Partners holding 85% or more of the Percentage
Interests of the Limited Partners (including Limited Partnership Interests held
by the Company).

         Section 7.4       Reimbursement of the General Partner and the Company

         A. Except as provided in this Section 7.4 and elsewhere in this
Agreement (including the provisions of Articles 5 and 6 regarding distributions,
payments, and allocations to which it may be entitled), the General Partner
shall not be compensated for its services as general partner of the Partnership.

         B. The General Partner shall be reimbursed on a monthly basis, or such
other basis as it may determine in its sole and absolute discretion, for all
expenses that it incurs relating to the ownership and operation of, or for the
benefit of, the Partnership; provided that the amount of any such reimbursement
shall be reduced by any interest earned by the General

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<PAGE>



Partner with respect to bank accounts or other instruments or accounts held by
it on behalf of the Partnership, and provided further than the General Partner
shall not be reimbursed for any (i) directors fees, (ii) income tax liabilities
or (iii) filing or similar fees in connection with maintaining the General
Partner's continued corporate existence that are incurred by the General
Partner, but the Partners acknowledge that all other expenses of the General
Partner are deemed to be for the benefit of the Partnership. Such reimbursement
shall be in addition to any reimbursement made as a result of indemnification
pursuant to Section 7.7 hereof.

         C. As set forth in Section 4.3, the Company shall be treated as having
made a Capital Contribution in the amount of all expenses that it incurs
relating to the Company's initial public offering of REIT Shares.

         D. In the event that the Company shall elect to purchase from its
shareholders REIT Shares for the purpose of delivering such REIT Shares to
satisfy an obligation under any dividend reinvestment program adopted by the
Company, any employee stock purchase plan adopted by the Company, or any similar
obligation or arrangement undertaken by the Company in the future, the purchase
price paid by the Company for such REIT Shares and any other expenses incurred
by the Company in connection with such purchase shall be considered expenses of
the Partnership and shall be reimbursed to the Company, subject to the condition
that: (i) if such REIT Shares subsequently are sold by the Company, the Company
shall pay to the Partnership any proceeds received by the Company for such REIT
Shares (which sales proceeds shall include the amount of dividends reinvested
under any dividend reinvestment or similar program provided that a transfer of
REIT Shares for Units pursuant to Section 8.6 would not be considered a sale for
such purposes); and (ii) if such REIT Shares are not retransferred by the
Company within 30 days after the purchase thereof, the Company, as General
Partner, shall cause the Partnership to cancel a number of Partnership Units
held by the Company, as a Limited Partner, equal to the product obtained by
multiplying the Conversion Factor by the number of such REIT Shares (in which
case such reimbursement shall be treated as a distribution in redemption of
Units held by the Company).

         Section 7.5       Outside Activities of the General Partner

         The General Partner shall not directly or indirectly enter into or
conduct any business other than in connection with the ownership, acquisition
and disposition of Partnership Interests and the management of the business of
the Partnership, and such activities as are incidental thereto. The General
Partner and any Affiliates of the General Partner may acquire Limited Partner
Interests and shall be entitled to exercise all rights of a Limited Partner
relating to such Limited Partner Interests.

         Section 7.6       Contracts with Affiliates

         A. The Partnership may lend or contribute funds or other assets to its
Subsidiaries or other Persons in which it has an equity investment and such
Persons may borrow funds

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from the Partnership, on terms and conditions established in the sole and
absolute discretion of the General Partner. The foregoing authority shall not
create any right or benefit in favor of any Subsidiary or any other Person.

         B. Except as provided in Section 7.5, the Partnership may transfer
assets to joint ventures, other partnerships, corporations or other business
entities in which it is or thereby becomes a participant upon such terms and
subject to such conditions consistent with this Agreement and applicable law as
the General Partner, in its sole and absolute discretion, believes are
advisable.

         C. Except as expressly permitted by this Agreement, neither the General
Partner nor any of its Affiliates shall sell, transfer or convey any property
to, or purchase any property from, the Partnership, directly or indirectly,
except pursuant to transactions that are determined by the General Partner in
good faith to be fair and reasonable.

         D. The General Partner, in its sole and absolute discretion and without
the approval of the Limited Partners, may propose and adopt, on behalf of the
Partnership, employee benefit plans, stock option plans, and similar plans
funded by the Partnership for the benefit of employees of the General Partner,
the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them
in respect of services performed, directly or indirectly, for the benefit of the
Partnership, the General Partner, or any Subsidiaries of the Partnership.

         E. The General Partner is expressly authorized to enter into, in the
name and on behalf of the Partnership, a right of first opportunity arrangement
and other conflict avoidance agreements with various Affiliates of the
Partnership and the General Partner, on such terms as the General Partner, in
its sole and absolute discretion, believes are advisable.

         Section 7.7       Indemnification

         A. To the fullest extent permitted by Delaware law, the Partnership
shall indemnify each Indemnitee from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without limitation,
attorneys fees and other legal fees and expenses), judgments, fines,
settlements, and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative,
that relate to the operations of the Partnership or the Company as set forth in
this Agreement, in which such Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise. Without limitation, the foregoing indemnity
shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or
otherwise for any indebtedness of the Partnership or any Subsidiary of the
Partnership (including without limitation, any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken subject
to), and the General Partner is hereby authorized and empowered, on behalf of
the Partnership, to enter into one or more indemnity agreements consistent with
the provisions of this Section 7.7 in favor of any Indemnitee having or
potentially having liability for any such indebtedness. Any

                                       25

<PAGE>



indemnification pursuant to this Section 7.7 shall be made only out of the
assets of the Partnership, and neither the General Partner nor any Limited
Partner shall have any obligation to contribute to the capital of the
Partnership, or otherwise provide funds, to enable the Partnership to fund its
obligations under this Section 7.7.

         B. Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding shall be paid or reimbursed by the Partnership in advance of the
final disposition of the proceeding.

         C. The indemnification provided by this Section 7.7 shall be in
addition to any other rights to which an Indemnitee or any other Person may be
entitled under any agreement, pursuant to any vote of the Partners, as a matter
of law or otherwise, and shall continue as to an Indemnitee who has ceased to
serve in such capacity unless otherwise provided in a written agreement pursuant
to which such Indemnities are indemnified.

         D. The Partnership may, but shall not be obligated to, purchase and
maintain insurance, on behalf of the Indemnities and such other Persons as the
General Partner shall determine, against any liability that may be asserted
against or expenses that may be incurred by such Person in connection with the
Partnership's activities, regardless of whether the Partnership would have the
power to indemnify such Person against such liability under the provisions of
this Agreement.

         E. For purposes of this Section 7.7, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership also imposes
duties on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute fines
within the meaning of Section 7.7; and actions taken or omitted by the
Indemnitee with respect to an employee benefit plan in the performance of its
duties for a purpose reasonably believed by it to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Partnership.

         F. In no event may an Indemnitee subject any of the Partners to
personal liability by reason of the indemnification provisions set forth in this
Agreement.

         G. An Indemnitee shall not be denied indemnification in whole or in
part under this Section 7.7 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         H. The provisions of this Section 7.7 are for the benefit of the
Indemnities, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for

                                       26

<PAGE>



the benefit of any other Persons. Any amendment, modification or repeal of this
Section 7.7 or any provision hereof shall be prospective only and shall not in
any way affect the Partnership's liability to any Indemnitee under this Section
7.7, as in effect immediately prior to such amendment, modification, or repeal
with respect to claims arising from or relating to matters occurring, in whole
or in part, prior to such amendment, modification or repeal, regardless of when
such claims may arise or be asserted.

         Section 7.8       Liability of the General Partner

         A. Notwithstanding anything to the contrary set forth in this
Agreement, the General Partner and its officers and directors shall not be
liable for monetary damages to the Partnership, any Partners or any Assignees
for losses sustained or liabilities incurred as a result of errors in judgment
or of any act or omission if the General Partner acted in good faith.

         B. The Limited Partners expressly acknowledge that the General Partner
is acting on behalf of the Partnership and the shareholders of the Company
collectively, that the General Partner is under no obligation to consider the
separate interests of the Limited Partners (except as otherwise provided herein)
in deciding whether to cause the Partnership to take (or decline to take) any
actions, and that the General Partner shall not be liable for monetary damages
for losses sustained, liabilities incurred, or benefits not derived by Limited
Partners in connection with such decisions, provided that the General Partner
has acted in good faith.

         C. Subject to its obligations and duties as General Partner set forth
in Section 7.1.A hereof, the General Partner may exercise any of the powers
granted to it by this Agreement and perform any of the duties imposed upon it
hereunder either directly or by or through its agents. The General Partner shall
not be responsible for any misconduct or negligence on the part of any such
agent appointed by the General Partner in good faith.

         D. Any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the General Partner's and its officers' and directors' liability
to the Partnership and the Limited Partners under this Section 7.8 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

         Section 7.9       Other Matters Concerning the General Partner

         A. The General Partner may rely and shall be protected in acting, or
refraining from acting, upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, or other
paper or document believed by it in good faith to be genuine and to have been
signed or presented by the proper party or parties.

                                       27

<PAGE>



         B. The General Partner may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers, architects, engineers,
environmental consultants and other consultants and advisers selected by it, and
any act taken or omitted to be taken in reliance upon the opinion of such
Persons as to matters which such General Partner reasonably believes to be
within such Person's professional or expert competence shall be conclusively
presumed to have been done or omitted in good faith and in accordance with such
opinion.

         C. The General Partner shall have the right, in respect of any of its
powers or obligations hereunder, to act through any of its duly authorized
officers and duly appointed attorneys-in-fact. Each such attorney shall, to the
extent provided by the General Partner in the power of attorney, have full power
and authority to do and perform all and every act and duty which is permitted or
required to be done by the General Partner hereunder.

         D. Notwithstanding any other provisions of this Agreement or the Act,
any action of the General Partner on behalf of the Partnership or any decision
of the General Partner to refrain from acting on behalf of the Partnership,
undertaken in the good faith belief that such action or omission is necessary or
advisable in order (i) to protect the ability of the Company to continue to
qualify as a REIT; or (ii) to avoid the Company incurring any taxes under
Section 857 or Section 4981 of the Code, is expressly authorized under this
Agreement and is deemed approved by all of the Limited Partners.

         Section 7.10      Title to Partnership Assets

         Title to Partnership assets, whether real, personal or mixed and
whether tangible or intangible, shall be deemed to be owned by the Partnership
as an entity, and no Partner, individually or collectively, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to
any or all of the Partnership assets may be held in the name of the Partnership,
the General Partner or one or more nominees, as the General Partner may
determine, including Affiliates of the General Partner. The General Partner
hereby declares and warrants that any Partnership assets for which legal title
is held in the name of the General Partner or any nominee or Affiliate of the
General Partner shall be held by the General Partner for the use and benefit of
the Partnership in accordance with the provisions of this Agreement; provided,
however,that the General Partner shall use its best efforts to cause beneficial
and record title to such assets to be vested in the Partnership as soon as
reasonably practicable. All Partnership assets shall be recorded as the property
of the Partnership in its books and records, irrespective of the name in which
legal title to such Partnership assets is held.

         Section  7.11    Reliance by Third Parties

         Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner has full power and authority, without consent or approval of any other
Partner or Person, to encumber, sell or otherwise use in any manner any and all
assets of the Partnership and to enter into any

                                       28

<PAGE>



contracts on behalf of the Partnership, and take any and all actions on behalf
of the Partnership and such Person shall be entitled to deal with the General
Partner as if the General Partner were the Partnership's sole party in interest,
both legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies which may be available against such Person to
contest, negate or disaffirm any action of the General Partner in connection
with any such dealing. In no event shall any Person dealing with the General
Partner or its representatives be obligated to ascertain that the terms of this
Agreement have been complied with or to inquire into the necessity or expedience
of any act or action of the General Partner or its representatives. Each and
every certificate, document or other instrument executed on behalf of the
Partnership by the General Partner or its representatives shall be conclusive
evidence in favor of any and every Person relying thereon or claiming thereunder
that (i) at the time of the execution and delivery of such certificate, document
or instrument, this Agreement was in full force and effect; (ii) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership; and
(iii) such certificate, document or instrument was duly executed and delivered
in accordance with the terms and provisions of this Agreement and is binding
upon the Partnership.


                                    ARTICLE 8
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

         Section 8.1       Limitation of Liability

         The Limited Partners shall have no liability under this Agreement
except as expressly provided in this Agreement, including Section 10.5 hereof,
or under the Act.

         Section 8.2       Management of Business

         No Limited Partner or Assignee (other than the General Partner, any of
its Affiliates or any officer, director, employee, agent or trustee of the
General Partner, the Partnership or any of their Affiliates, in their capacity
as such) shall take part in the operation, management or control (within the
meaning of the Act) of the Partnership's business, transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. The transaction of any such business by the General Partner, any of
its Affiliates or any officer, director, employee, partner, agent or trustee of
the General Partner, the Partnership or any of their Affiliates, in their
capacity as such, shall not affect, impair or eliminate the limitations on the
liability of the Limited Partners or Assignees under this Agreement.


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<PAGE>



         Section 8.3       Outside Activities of Limited Partners

         Subject to any agreements entered into pursuant to Section 7.6.E hereof
and any other agreements entered into by a Limited Partner or its Affiliates
with the Partnership or any of its Subsidiaries, any Limited Partner (other than
the Company) and any officer, director, employee, agent, trustee, Affiliate or
shareholder of any Limited Partner (other than the Company) shall be entitled to
and may have business interests and engage in business activities in addition to
those relating to the Partnership, including business interests and activities
that are in direct competition with the Partnership or that are enhanced by the
activities of the Partnership. Neither the Partnership nor any Partners shall
have any rights by virtue of this Agreement in any business ventures of any
Limited Partner or Assignee. None of the Limited Partners (other than the
Company) nor any other Person shall have any rights by virtue of this Agreement
or the Partnership relationship established hereby in any business ventures of
any other Person and such Person shall have no obligation pursuant to this
Agreement to offer any interest in any such business ventures to the
Partnership, any Limited Partner or any such other Person, even if such
opportunity is of a character which, if presented to the Partnership, any
Limited Partner or such other Person, could be taken by such Person.

         Section 8.4       Return of Capital

         Except pursuant to the right of redemption set forth in Section 8.6, no
Limited Partner shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent of distributions made pursuant to this
Agreement or upon termination of the Partnership as provided herein. Except to
the extent provided by Exhibit C hereof or as otherwise expressly provided in
this Agreement, no Limited Partner or Assignee shall have priority over any
other Limited Partner or Assignee, either as to the return of Capital
Contributions or as to profits, losses or distributions.

         Section 8.5       Rights of Limited Partners Relating to the
                           Partnership

         A. In addition to the other rights provided by this Agreement or by the
Act, and except as limited by Section 8.5.C hereof, each Limited Partner shall
have the right, for a purpose reasonably related to such Limited Partner's
interest as a limited partner in the Partnership, upon written demand with a
statement of the purpose of such demand and at such Limited Partner's own
expense (including such copying and administrative charges as the General
Partner may establish from time to time):

                  (1)      to obtain a copy of the most recent annual and
                           quarterly reports filed with the Securities and
                           Exchange Commission by the Company pursuant to the
                           Securities Exchange Act of 1934;

                  (2)      to obtain a copy of the Partnership's federal, state
                           and local income tax returns for each Partnership
                           Year;

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<PAGE>



                  (3)      to obtain a current list of the name and last known
                           business, residence or mailing address of each
                           Partner;

                  (4)      to obtain a copy of this Agreement and the
                           Certificate and all amendments thereto, together with
                           executed copies of all powers of attorney pursuant to
                           which this Agreement, the Certificate and all
                           amendments thereto have been executed; and

                  (5)      to obtain true and full information regarding the
                           amount of cash and a description and statement of any
                           other property or services contributed by each
                           Partner and which each Partner has agreed to
                           contribute in the future, and the date on which each
                           became a Partner.

         B. The Partnership shall notify each Limited Partner, upon request, of
the then current Conversion Factor.

         C. Notwithstanding any other provision of this Section 8.5, the General
Partner may keep confidential from the Limited Partners, for such period of time
as the General Partner determines in its sole and absolute discretion to be
reasonable, any information that (i) the General Partner reasonably believes to
be in the nature of trade secrets or other information, the disclosure of which
the General Partner in good faith believes is not in the best interests of the
Partnership or could damage the Partnership or its business; or (ii) the
Partnership is required by law or by agreements with an unaffiliated third party
to keep confidential.

         Section 8.6       Redemption Right

         A. Subject to Sections 8.6.B and 8.6.C hereof, on or after the date one
(1) year after the closing of the initial public offering of REIT Shares by the
Company, each Limited Partner (other than the Company) shall have the right (the
"Redemption Right") to require the Partnership to redeem on a Specified
Redemption Date all or a portion of the Partnership Units held by such Limited
Partner at a redemption price per Unit equal to and in the form of the Cash
Amount to be paid by the Partnership. The Redemption Right shall be exercised
pursuant to a Notice of Redemption delivered to the Partnership (with a copy to
the Company) by the Limited Partner who is exercising the redemption right (the
"Redeeming Partner"); provided, however, that the Partnership shall not be
obligated to satisfy such Redemption Right if the Company elects to purchase the
Partnership Units subject to the Notice of Redemption pursuant to Section 8.6.B.
A Limited Partner may not exercise the Redemption Right for less than one
thousand (1,000) Partnership Units or, if such Limited Partner holds less than
one thousand (1,000) Partnership Units, all of the Partnership Units held by
such Partner. The Redeeming Partner shall have no right, with respect to any
Partnership Units so redeemed, to receive any distributions paid on or after the
Specified Redemption Date. The Assignee of any Limited Partner may exercise the
rights of such Limited Partner pursuant to

                                       31

<PAGE>



this Section 8.6, and such Limited Partner shall be deemed to have assigned such
rights to such Assignee and shall be bound by the exercise of such rights by
such Assignee. In connection with any exercise of such rights by an Assignee on
behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership
directly to such Assignee and not to such Limited Partner.

         B. Notwithstanding the provisions of Section 8.6.A, a Limited Partner
that exercises the Redemption Right shall be deemed to have offered to sell the
Partnership Units described in the Notice of Redemption to the Company, and the
Company may, in its sole and absolute discretion, elect to purchase directly and
acquire such Partnership Units by paying to the Redeeming Partner either the
Cash Amount or the REIT Shares Amount, as elected by the Company (in its sole
and absolute discretion), on the Specified Redemption Date, whereupon the
Company shall acquire the Partnership Units offered for redemption by the
Redeeming Partner and shall be treated for all purposes of this Agreement as the
owner of such Partnership Units. If the Company shall elect to exercise its
right to purchase Partnership Units under this Section 8.6.B with respect to a
Notice of Redemption, it shall so notify the Redeeming Partner within five
Business Days after the receipt by it of such Notice of Redemption. Unless the
Company (in its sole and absolute discretion) shall exercise its right to
purchase Partnership Units from the Redeeming Partner pursuant to this Section
8.6.B, the Company shall not have any obligation to the Redeeming Partner or the
Partnership with respect to the Redeeming Partner's exercise of the Redemption
Right. In the event the Company shall exercise its right to purchase Partnership
Units with respect to the exercise of a Redemption Right in the manner described
in the first sentence of this Section 8.6.B, the Partnership shall have no
obligation to pay any amount to the Redeeming Partner with respect to such
Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming
Partner, the Partnership, and the Company shall treat the transaction between
the Company and the Redeeming Partner, for federal income tax purposes, as a
sale of the Redeeming Partner's Partnership Units to the Company. Each Redeeming
Partner agrees to execute such documents as the Company may reasonably require
in connection with the issuance of REIT Shares upon exercise of the Redemption
Right.

         C. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a
Partner shall not be entitled to exercise the Redemption Right pursuant to
Section 8.6.A if the delivery of REIT Shares to such Partner on the Specified
Redemption Date by the Company pursuant to Section 8.6.B (regardless of whether
or not the Company would in fact exercise its rights under Section 8.6.B) would
be prohibited under the Articles of Incorporation of the Company.



                                       32

<PAGE>



                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

         Section 9.1       Records and Accounting

         The General Partner shall keep or cause to be kept at the principal
office of the Partnership those records and documents required to be maintained
by the Act and other books and records deemed by the General Partner to be
appropriate with respect to the Partnership's business, including, without
limitation, all books and records necessary to provide to the Limited Partners
any information, lists and copies of documents required to be provided pursuant
to Section 9.3 hereof. Any records maintained by or on behalf of the Partnership
in the regular course of its business may be kept on, or be in the form of,
punch cards, magnetic tape, photographs, micrographics or any other information
storage device, provided that the records so maintained are convertible into
clearly legible written form within a reasonable period of time. The books of
the Partnership shall be maintained, for financial and tax reporting purposes,
on an accrual basis in accordance with generally accepted accounting principles,
or such other basis as the General Partner determines to be necessary or
appropriate.

         Section 9.2       Fiscal Year

         The fiscal year of the Partnership shall be the calendar year.

         Section 9.3       Reports

         A. As soon as practicable, but in no event later than one hundred five
(105) days after the close of each Partnership Year, the General Partner shall
cause to be mailed to each Limited Partner as of the close of the Partnership
Year, an annual report containing financial statements of the Partnership, or of
the Company if such statements are prepared solely on a consolidated basis with
the Company, for such Partnership Year, presented in accordance with generally
accepted accounting principles, such statements to be audited by a nationally
recognized firm of independent public accountants selected by the General
Partner.

         B. As soon as practicable, but in no event later than one hundred five
(105) days after the close of each calendar quarter (except the last calendar
quarter of each year), the General Partner shall cause to be mailed to each
Limited Partner as of the last day of the calendar quarter, a report containing
unaudited financial statements of the Partnership, or of the Company, if such
statements are prepared solely on a consolidated basis with the Company, and
such other information as may be required by applicable law or regulation, or as
the General Partner determines to be appropriate.



                                       33

<PAGE>



                                   ARTICLE 10
                                   TAX MATTERS

         Section 10.1      Preparation of Tax Returns

         The General Partner shall arrange for the preparation and timely filing
of all returns of Partnership income, gains, deductions, losses and other items
required of the Partnership for federal and state income tax purposes and shall
use all reasonable efforts to furnish, within ninety (90) days of the close of
each taxable year, the tax information reasonably required by Limited Partners
for federal and state income tax reporting purposes.

         Section 10.2      Tax Elections

         Except as otherwise provided herein, the General Partner shall, in its
sole and absolute discretion, determine whether to make any available election
pursuant to the Code. Notwithstanding the above, in making any such tax election
the General Partner shall take into account the tax consequences to the Limited
Partners resulting from any such election. The General Partner shall make such
tax elections on behalf of the Partnership as the Limited Partners holding a
majority of the Percentage Interests of the Limited Partners (excluding Limited
Partner Interests held by the Company) request, provided that the General
Partner believes that such election is not adverse to the interests of the
General Partner, including its interest in preserving its qualification as a
REIT under the Code. The General Partner intends to elect the so-called
"traditional method" of making Section 704(c) allocations pursuant to
Regulations Section 1.704-3 with respect to property contributed as of the date
hereof. The General Partner shall have the right to seek to revoke any tax
election it makes (including, without limitation, the election under Section 754
of the Code) upon the General Partner's determination, in its sole and absolute
discretion, that such revocation is in the best interests of the Partners.

         Section 10.3               Tax Matters Partner

         A. The General Partner shall be the "tax matters partner" of the
Partnership for federal income tax purposes. Pursuant to Section 6230(e) of the
Code, upon receipt of notice from the IRS of the beginning of an administrative
proceeding with respect to the Partnership, the tax matters partner shall
furnish the IRS with the name, address, taxpayer identification number, and
profit interest of each of the Limited Partners and the Assignees; provided,
however, that such information is provided to the Partnership by the Limited
Partners and the Assignees.

         B.       The tax matters partner is authorized, but not required:

                  (1)      to enter into any settlement with the IRS with
                           respect to any administrative or judicial proceedings
                           for the adjustment of Partnership

                                       34

<PAGE>



                           items required to be taken into account by a Partner
                           for income tax purposes (such administrative
                           proceedings being referred to as a "tax audit" and
                           such judicial proceedings being referred to as
                           "judicial review"), and in the settlement agreement
                           the tax matters partner may expressly state that such
                           agreement shall bind all Partners, except that such
                           settlement agreement shall not bind any Partner (i)
                           who (within the time prescribed pursuant to the Code
                           and Regulations) files a statement with the IRS
                           providing that the tax matters partner shall not have
                           the authority to enter into a settlement agreement on
                           behalf of such Partner; or (ii) who is a "notice
                           partner" (as defined in Section 6231(a)(8) of the
                           Code) or a member of a "notice group" (as defined in
                           Section 6223(b)(2) of the Code);

                  (2)      in the event that a notice of a final administrative
                           adjustment at the Partnership level of any item
                           required to be taken into account by a Partner for
                           tax purposes (a "final adjustment") is mailed to the
                           tax matters partner, to seek judicial review of such
                           final adjustment, including the filing of a petition
                           for readjustment with the Tax Court or the filing of
                           a complaint for refund with the United States Claims
                           Court or the District Court of the United States for
                           the district in which the Partnership's principal
                           place of business is located;

                  (3)      to intervene in any action brought by any other
                           Partner for judicial review of a final adjustment;

                  (4)      to file a request for an administrative adjustment
                           with the IRS and, if any part of such request is not
                           allowed by the IRS, to file an appropriate pleading
                           (petition or complaint) for judicial review with
                           respect to such request;

                  (5)      to enter into an agreement with the IRS to extend the
                           period for assessing any tax which is attributable to
                           any item required to be taken account of by a Partner
                           for tax purposes, or an item affected by such item;
                           and

                  (6)      to take any other action on behalf of the Partners or
                           the Partnership in connection with any tax audit or
                           judicial review proceeding to the extent permitted by
                           applicable law or regulations.

         The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to

                                       35

<PAGE>



indemnification of the General Partner set forth in Section 7.7 of this
Agreement shall be fully applicable to the tax matters partner in its capacity
as such.

         C. The tax matters partner shall receive no compensation for its
services. All third party costs and expenses incurred by the tax matters partner
in performing its duties as such (including legal and accounting fees and
expenses) shall be borne by the Partnership. Nothing herein shall be construed
to restrict the Partnership from engaging an accounting firm to assist the tax
matters partner in discharging its duties hereunder, so long as the compensation
paid by the Partnership for such services is reasonable.

         Section 10.4               Organizational Expenses

         The Partnership shall elect to deduct expenses, if any, incurred by it
in organizing the Partnership ratably over a sixty (60) month period as provided
in Section 709 of the Code.

         Section 10.5               Withholding

         Each Limited Partner hereby authorizes the Partnership to withhold
from, or pay on behalf of or with respect to, such Limited Partner any amount of
federal, state, local, or foreign taxes that the General Partner determines that
the Partnership is required to withhold or pay with respect to any amount
distributable or allocable to such Limited Partner pursuant to this Agreement,
including, without limitation, any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. Any
amount paid on behalf of or with respect to a Limited Partner shall constitute a
loan by the Partnership to such Limited Partner, which loan shall be repaid by
such Limited Partner within fifteen (15) days after notice from the General
Partner that such payment must be made unless (i) the Partnership withholds such
payment from a distribution which would otherwise be made to the Limited
Partner; or (ii) the General Partner determines, in its sole and absolute
discretion, that such payment may be satisfied out of the available funds of the
Partnership which would, but for such payment, be distributed to the Limited
Partner. Any amounts withheld pursuant to the foregoing clauses (i) or (ii)
shall be treated as having been distributed to such Limited Partner. Each
Limited Partner hereby unconditionally and irrevocably grants to the Partnership
a security interest in such Limited Partner's Partnership Interest to secure
such Limited Partner's obligation to pay to the Partnership any amounts required
to be paid pursuant to this Section 10.5. In the event that a Limited Partner
fails to pay any amounts owed to the Partnership pursuant to this Section 10.5
when due, the General Partner may, in its sole and absolute discretion, elect to
make the payment to the Partnership on behalf of such defaulting Limited
Partner, and in such event shall be deemed to have loaned such amount to such
defaulting Limited Partner and shall succeed to all rights and remedies of the
Partnership as against such defaulting Limited Partner. Without limitation, in
such event the General Partner shall have the right to receive distributions
that would otherwise be distributable to such defaulting Limited Partner until
such time as such loan, together with all interest thereon, has been paid in
full, and any such distributions so received by the General Partner shall be

                                       36

<PAGE>



treated as having been distributed to the defaulting Limited Partner and
immediately paid by the defaulting Limited Partner to the General Partner in
repayment of such loan. Any amounts payable by a Limited Partner hereunder shall
bear interest at the lesser of (A) the base rate on corporate loans at large
United States money center commercial banks, as published from time to time in
the Wall Street Journal, plus four (4) percentage points, or (B) the maximum
lawful rate of interest on such obligation, such interest to accrue from the
date such amount is due (i.e., fifteen (15) days after demand) until such amount
is paid in full. Each Limited Partner shall take such actions as the Partnership
or the General Partner shall request in order to perfect or enforce the security
interest created hereunder.


                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

         Section 11.1       Transfer

         A. The term "transfer," when used in this Article 11 with respect to a
Partnership Unit, shall be deemed to refer to a transaction by which the General
Partner purports to assign all or any part of its General Partner Interest to
another Person or by which a Limited Partner purports to assign all or any part
of its Limited Partner Interest to another Person, and includes a sale,
assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any
other disposition by law or otherwise. The term "transfer" when used in this
Article 11 does not include any redemption of Partnership Interests by the
Partnership from a Limited Partner or any acquisition of Partnership Units from
a Limited Partner by the Company pursuant to Section 8.6.

         B. No Partnership Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article 11.
Any transfer or purported transfer of a Partnership Interest not made in
accordance with this Article 11 shall be null and void.

         Section  11.2 Transfer of the Company's General Partner Interest and
                  Limited Partner Interest

         The Company may not transfer any of its General Partner Interest or
withdraw as General Partner, or transfer any of its Limited Partner Interest,
unless Limited Partners holding a majority of the Percentage Interests of the
Limited Partners (other than Limited Partner Interests held by the Company)
consent to such transfer or withdrawal or such transfer is to an entity which is
wholly-owned by the Company and is a Qualified REIT Subsidiary under Section
856(i) of the Code.


                                       37

<PAGE>



         Section  11.3 Limited Partners' Rights to Transfer

         A. Subject to the provisions of Sections 11.3.C, 11.3.D, 11.3.E, and
11.4, a Limited Partner (other than the Company) may transfer, with or without
the consent of the General Partner, all or any portion of its Partnership
Interest, or any of such Limited Partner's economic rights as a Limited Partner.

         B. If a Limited Partner is subject to Incapacity, the executor,
administrator, trustee, committee, guardian, conservator or receiver of such
Limited Partner's estate shall have all of the rights of a Limited Partner, but
not more rights than those enjoyed by other Limited Partners, for the purpose of
settling or managing the estate and such power as the Incapacitated Limited
Partner possessed to transfer all or any part of his or its interest in the
Partnership. The Incapacity of a Limited Partner, in and of itself, shall not
dissolve or terminate the Partnership.

         C. The General Partner may prohibit any transfer by a Limited Partner
of its Partnership Units if, in the opinion of legal counsel to the Partnership,
such transfer would require filing of a registration statement under the
Securities Act of 1933 or would otherwise violate any federal or state
securities laws or regulations applicable to the Partnership or the Partnership
Units.

         D. No transfer by a Limited Partner of its Partnership Units may be
made to any Person if (i) in the opinion of legal counsel for the Partnership,
it would result in the Partnership being treated as an association taxable as a
corporation; (ii) it is made within one year after the consummation of the
initial public offering of the Company; (iii) such transfer is effectuated
through an "established securities market" or a "secondary market (or the
substantial equivalent thereof)" with the meaning of Section 7704 of the Code;
(iv) such transfer would cause the Partnership to become, with respect to any
employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as
defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in
Section 4975(c) of the Code); (v) such transfer would, in the opinion of legal
counsel for the Partnership, cause any portion of the assets of the Partnership
to constitute assets of any employee benefit plan pursuant to Department of
Labor Regulations Section 2510.2-101; or (vi) such transfer would subject the
Partnership to be regulated under the Investment Company Act of 1940, the
Investment Advisors Act of 1940 or the Employee Retirement Income Security Act
of 1974, each as amended.

         E. No transfer of any Partnership Units may be made to a lender to the
Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Regulations) to any lender to the Partnership whose loan
constitutes a Nonrecourse Liability, without the consent of the General Partner,
in its sole and absolute discretion; provided that as a condition to such
consent the lender will be required to enter into an arrangement with the
Partnership and the General Partner to redeem for the Cash Amount any
Partnership Units in which a security interest is held simultaneously with the
time at which such lender would be deemed to

                                       38

<PAGE>



be a partner in the Partnership for purposes of allocating liabilities to such
lender under Section 752 of the Code.

         Section  11.4 Substituted Limited Partners

         A. No Limited Partner shall have the right to substitute a transferee
as a Limited Partner in his place. The General Partner shall, however, have the
right to consent to the admission of a transferee of the interest of a Limited
Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which
consent may be given or withheld by the General Partner in its sole and absolute
discretion. The General Partner's failure or refusal to permit a transferee of
any such interests to become a Substituted Limited Partner shall not give rise
to any cause of action against the Partnership or any Partner.

         B. A transferee who has been admitted as a Substituted Limited Partner
in accordance with this Article 11 shall have all the rights and powers and be
subject to all the restrictions and liabilities of a Limited Partner under this
Agreement.

         C. Upon the admission of a Substituted Limited Partner, the General
Partner shall amend Exhibit A to reflect the name, address, number of
Partnership Units, and Percentage Interest of such Substituted Limited Partner
and to eliminate or adjust, if necessary, the name, address and interest of the
predecessor of such Substituted Limited Partner.

         Section  11.5 Assignees

         If the General Partner, in its sole and absolute discretion, does not
consent to the admission of any permitted transferee as a Substituted Limited
Partner, as described in Section 11.4, such transferee shall be considered an
Assignee for purposes of this Agreement. An Assignee shall be deemed to have had
assigned to it, and shall be entitled to receive distributions from the
Partnership and the share of Net Income, Net Losses, Recapture Income, and any
other items, gain, loss deduction and credit of the Partnership attributable to
the Partnership Units assigned to such transferee, but shall not be deemed to be
a holder of Partnership Units for any other purpose under this Agreement, and
shall not be entitled to vote such Partnership Units in any matter presented to
the Limited Partners for a vote (such Partnership Units being deemed to have
been voted on such matter in the same proportion as all other Partnership Units
held by Limited Partners are voted). In the event any such transferee desires to
make a further assignment of any such Partnership Units, such transferee shall
be subject to all of the provisions of this Article 11 to the same extent and in
the same manner as any Limited Partner desiring to make an assignment of
Partnership Units.


                                       39

<PAGE>



         Section 11.6 General Provisions

         A. No Limited Partner may withdraw from the Partnership other than as a
result of a permitted transfer of all of such Limited Partner's Partnership
Units in accordance with this Article 11 or pursuant to redemption of all of its
Partnership Units under Section 8.6.

         B. Any Limited Partner who shall transfer all of its Partnership Units
in a transfer permitted pursuant to this Article 11 shall cease to be a Limited
Partner upon the admission of all Assignees of such Partnership Units as
Substitute Limited Partners. Similarly, any Limited Partner who shall transfer
all of its Partnership Units pursuant to a redemption of all of its Partnership
Units under Section 8.6 shall cease to be a Limited Partner.

         C. Transfers pursuant to this Article 11 may only be made on the first
day of a fiscal quarter of the Partnership, unless the General Partner otherwise
agrees.

         D. If any Partnership Interest is transferred or assigned during any
quarterly segment of the Partnership's fiscal year in compliance with the
provisions of this Article 11 or redeemed or transferred pursuant to Section 8.6
on any day other than the first day of a Partnership Year, then Net Income, Net
Losses, each item thereof and all other items attributable to such interest for
such Partnership Year shall be divided and allocated between the transferor
Partner and the transferee Partner by taking into account their varying
interests during the Partnership Year in accordance with Section 706(d) of the
Code, using the interim closing of the books method. Solely for purposes of
making such allocations, each of such items for the calendar month in which the
transfer or assignment occurs shall be allocated to the transferee Partner, and
none of such items for the calendar month in which a redemption occurs shall be
allocated to the Redeeming Partner; provided, however, that the General Partner
may adopt such other conventions relating to allocations in connection with
transfers, assignments or redemptions as it determines are necessary or
appropriate. All distributions of Available Cash attributable to such
Partnership Unit with respect to which the Partnership Record Date is before the
date of such transfer, assignment, or redemption shall be made to the transferor
Partner or the Redeeming Partner, as the case may be, and in the case of a
transfer or assignment other than a redemption, all distributions of Available
Cash thereafter attributable to such Partnership Unit shall be made to the
transferee Partner.


                                   ARTICLE 12
                              ADMISSION OF PARTNERS

         Section 12.1 Admission of Successor General Partner

         A successor to all of the General Partner Interest pursuant to Section
11.2 hereof who is proposed to be admitted as a successor General Partner shall
be admitted to the Partnership as the General Partner, effective upon such
transfer. Any such transferee shall carry on the

                                       40

<PAGE>



business of the Partnership without dissolution. In each case, the admission
shall be subject to the successor General Partner executing and delivering to
the Partnership an acceptance of all of the terms and conditions of this
Agreement and such other documents or instruments as may be required to effect
the admission. In the case of such admission on any day other than the first day
of a Partnership Year, all items attributable to the General Partner Interest
for such Partnership Year shall be allocated between the transferring General
Partner and such successor as provided in Section 11.6.D hereof.

         Section 12.2 Admission of Additional Limited Partners

         A. After the admission to the Partnership of the initial Limited
Partners on the date hereof, a Person who makes a Capital Contribution to the
Partnership in accordance with this Agreement shall be admitted to the
Partnership as an Additional Limited Partner only upon furnishing to the General
Partner (i) evidence of acceptance in form satisfactory to the General Partner
of all of the terms and conditions of this Agreement, including, without
limitation, the power of attorney granted in Section 2.4 hereof and (ii) such
other documents or instruments as may be required in the discretion of the
General Partner in order to effect such Person's admission as an Additional
Limited Partner.

         B. Notwithstanding anything to the contrary in this Section 12.2, no
Person shall be admitted as an Additional Limited Partner without the consent of
the General Partner, which consent may be given or withheld in the General
Partner's sole and absolute discretion. The admission of any Person as an
Additional Limited Partner shall become effective on the date upon which the
name of such Person is recorded on the books and records of the Partnership,
following the consent of the General Partner to such admission.

         C. If any Additional Limited Partner is admitted to the Partnership on
any day other than the first day of a Partnership Year, then Net Income, Net
Losses, each item thereof and all other items allocable among Partners and
Assignees for such Partnership Year shall be allocated among such Additional
Limited Partner and all other Partners and Assignees by taking into account
their varying interests during the Partnership Year in accordance with Section
706(d) of the Code, using the interim closing of the books method. Solely for
purposes of making such allocations, each such item for the calendar month in
which an admission of any Additional Limited Partner occurs shall be allocated
among all of the Partners and Assignees, including such Additional Limited
Partner; provided, however, that the General Partner may adopt such other
conventions relating to allocations to Additional Limited Partners as it
determines are necessary or appropriate. All distributions of Available Cash
with respect to which the Partnership Record Date is before the date of such
admission shall be made solely to Partners and Assignees, other than the
Additional Limited Partner, and all distributions of Available Cash thereafter
shall be made to all of the Partners and Assignees, including such Additional
Limited Partner.


                                       41

<PAGE>



         Section  12.3 Amendment of Agreement and Certificate of Limited
                       Partnership

         For the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Act to amend
the records of the Partnership and, if necessary, to prepare as soon as
practical an amendment of this Agreement (including an amendment of Exhibit A)
and, if required by law, shall prepare and file an amendment to the Certificate
and may for this purpose exercise the power of attorney granted pursuant to
Section 2.4 hereof.


                                   ARTICLE 13
                    DISSOLUTION, LIQUIDATION AND TERMINATION

         Section 13.1 Dissolution

         The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the withdrawal of the General Partner, any successor General Partner shall
continue the business of the Partnership. The Partnership shall dissolve, and
its affairs shall be wound up, only upon the first to occur of any of the
following ("Liquidating Events"):

         A. the expiration of its term as provided in Section 2.5 hereof;

         B. an event of withdrawal of the General Partner, as defined in the Act
(other than an event of bankruptcy), unless, within ninety (90) days after such
event of withdrawal a majority in interest of the remaining Partners agree in
writing to continue the business of the Partnership and to the appointment,
effective as of the date of withdrawal, of a successor General Partner;

         C. from and after the date of this Agreement through December 31, 2053,
an election to dissolve the Partnership made by the General Partner with the
Consent of Partners holding 85% of the Percentage Interests of the Limited
Partners (including Limited Partner Interests held by the Company);

         D. on or after January 1, 2054, an election to dissolve the Partnership
made by the General Partner, in its sole and absolute discretion;

         E. entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Act;

         F. the sale of all or substantially all of the assets and properties of
the Partnership; or

                                       42

<PAGE>



         G. a final and non-appealable judgment is entered by a court of
competent jurisdiction ruling that the General Partner is bankrupt or insolvent,
or a final and non-appealable order for relief is entered by a court with
appropriate jurisdiction against the General Partner, in each case under any
federal or state bankruptcy or insolvency laws as now or hereafter in effect,
unless prior to the entry of such order or judgment all of the remaining
Partners agree in writing to continue the business of the Partnership and to the
appointment, effective as of a date prior to the date of such order or judgment,
of a substitute General Partner.

         Section 13.2               Winding Up

         A. Upon the occurrence of a Liquidating Event, the Partnership shall
continue solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors and Partners.
No Partner shall take any action that is inconsistent with, or not necessary to
or appropriate for, the winding up of the Partnership's business and affairs.
The General Partner, or, in the event there is no remaining General Partner, any
Person elected by a majority in interest of the Limited Partners (the General
Partner or such other Person being referred to herein as the "Liquidator"),
shall be responsible for overseeing the winding up and dissolution of the
Partnership and shall take full account of the Partnership's liabilities and
property and the Partnership property shall be liquidated as promptly as is
consistent with obtaining the fair value thereof, and the proceeds therefrom
(which may, to the extent determined by the General Partner, include shares of
common stock in the Company) shall be applied and distributed in the following
order:

                  (1)      First, to the payment and discharge of all of the
                           Partnership's debts and liabilities to creditors
                           other than the Partners;

                  (2)      Second, to the payment and discharge of all of the
                           Partnership's debts and liabilities to the General
                           Partner;

                  (3)      Third, to the payment and discharge of all of the
                           Partnership's debts and liabilities to the other
                           Partners; and

                  (4)      The balance, if any, to the General Partner and
                           Limited Partners in accordance with their Capital
                           Accounts, after giving effect to all contributions,
                           distributions, and allocations for all periods.

The General Partner shall not receive any additional compensation for any
services performed pursuant to this Article 13.

         B. Notwithstanding the provisions of Section 13.2.A hereof which
require liquidation of the assets of the Partnership, but subject to the order
of priorities set forth therein, if prior to or upon dissolution of the
Partnership the Liquidator determines that an

                                       43

<PAGE>



immediate sale of part or all of the Partnership's assets would be impractical
or would cause undue loss to the Partners, the Liquidator may, in its sole and
absolute discretion, defer for a reasonable time the liquidation of any assets
except those necessary to satisfy liabilities of the Partnership (including to
those Partners as creditors) and/or distribute to the Partners, in lieu of cash,
as tenants in common and in accordance with the provisions of Section 13.2.A
hereof, undivided interests in such Partnership assets as the Liquidator deems
not suitable for liquidation. Any such distributions in kind shall be made only
if, in the good faith judgment of the Liquidator, such distributions in kind are
in the best interest of the Partners, and shall be subject to such conditions
relating to the disposition and management of such properties as the Liquidator
deems reasonable and equitable and to any agreements governing the operation of
such properties at such time. The Liquidator shall determine the fair market
value of any property distributed in kind using such reasonable method of
valuation as it may adopt.

         C. In the discretion of the Liquidator, a pro rata portion of the
distributions that would otherwise be made to the General Partner and Limited
Partners pursuant to this Article 13 may be:

                  (1)      distributed to a trust established for the benefit of
                           the General Partner and Limited Partners for the
                           purposes of liquidating Partnership assets,
                           collecting amounts owed to the Partnership, and
                           paying any contingent or unforeseen liabilities or
                           obligations of the Partnership or the General Partner
                           arising out of or in connection with the Partnership.
                           The assets of any such trust shall be distributed to
                           the General Partner and Limited Partners from time to
                           time, in the reasonable discretion of the Liquidator,
                           in the same proportions as the amount distributed to
                           such trust by the Partnership would otherwise have
                           been distributed to the General Partner and Limited
                           Partners pursuant to this Agreement; or

                  (2)      withheld or escrowed to provide a reasonable reserve
                           for Partnership liabilities (contingent or otherwise)
                           and to reflect the unrealized portion of any
                           installment obligations owed to the Partnership,
                           provided that such withheld or escrowed amounts shall
                           be distributed to the General Partner and Limited
                           Partners in the manner and order of priority set
                           forth in Section 13.2.A as soon as practicable.

         Section 13.3 Compliance with Timing Requirements of Regulations

         In the event the Partnership is "liquidated" within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant
to this Article 13 to the General Partner and Limited Partners who have positive
Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2).
If any Partner has a deficit balance in his Capital Account (after giving effect
to all contributions, distributions and allocations for all taxable years,
including the year during which such liquidation occurs), such Partner shall
have no

                                       44

<PAGE>



obligation to make any contribution to the capital of the Partnership with
respect to such deficit, and such deficit shall not be considered a debt owed to
the Partnership or to any other Person for any purpose whatsoever.

         Section 13.4 Deemed Distribution and Recontribution

         Notwithstanding any other provision of this Article 13, in the event
the Partnership is considered "liquidated" within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the
Partnership's property shall not be liquidated, the Partnership's liabilities
shall not be paid or discharged, and the Partnership's affairs shall not be
wound up. Instead, for federal income tax purposes and for purposes of
maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall
be deemed to have distributed the property in kind to the General Partner and
Limited Partners, who shall be deemed to have assumed and taken such property
subject to all Partnership liabilities, all in accordance with their respective
Capital Accounts. Immediately thereafter, the General Partner and Limited
Partners shall be deemed to have recontributed the Partnership property in kind
to the Partnership, which shall be deemed to have assumed and taken such
property subject to all such liabilities.

         Section 13.5 Rights of Limited Partners

         Except as otherwise provided in this Agreement, each Limited Partner
shall look solely to the assets of the Partnership for the return of its Capital
Contributions and shall have no right or power to demand or receive property
other than cash from the Partnership. Except as otherwise provided in this
Agreement, no Limited Partner shall have priority over any other Partner as to
the return of its Capital Contributions, distributions, or allocations.

         Section 13.6 Notice of Dissolution

         In the event a Liquidating Event occurs or an event occurs that would,
but for the provisions of an election or objection by one or more Partners
pursuant to Section 13.1, result in a dissolution of the Partnership, the
General Partner shall, within thirty (30) days thereafter, provide written
notice thereof to each of the Partners.

         Section  13.7 Termination of Partnership and Cancellation of
                       Certificate of Limited Partnership

         Upon the completion of the liquidation of the Partnership's assets, as
provided in Section 13.2 hereof, the Partnership shall be terminated, a
certificate of cancellation shall be filed, and all qualifications of the
Partnership as a foreign limited partnership in jurisdictions other than the
State of Delaware shall be cancelled and such other actions as may be necessary
to terminate the Partnership shall be taken.


                                       45

<PAGE>



         Section 13.8 Reasonable Time for Winding-Up

         A reasonable time shall be allowed for the orderly winding-up of the
business and affairs of the Partnership and the liquidation of its assets
pursuant to Section 13.2 hereof, in order to minimize any losses otherwise
attendant upon such winding-up, and the provisions of this Agreement shall
remain in effect between the Partners during the period of liquidation.

         Section 13.9 Waiver of Partition

         Each Partner hereby waives any right to partition of the Partnership
property.


                                   ARTICLE 14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

         Section 14.1 Amendments

         A. Amendments to this Agreement may be proposed by the General Partner
or by any Limited Partners (other than the Company) holding twenty percent (20%)
or more of the Partnership Interests. Following such proposal, the General
Partner shall submit any proposed amendment to the Limited Partners. The General
Partner shall seek the written vote of the Partners on the proposed amendment or
shall call a meeting to vote thereon and to transact any other business that it
may deem appropriate. For purposes of obtaining a written vote, the General
Partner may require a response within a reasonable specified time, but not less
than fifteen (15) days, and failure to respond in such time period shall
constitute a vote which is consistent with the General Partner's recommendation
with respect to the proposal. Except as provided in Section 7.3.A, 7.3.B,
13.1.C, 14.1.B, 14.1.C or 14.1.D, a proposed amendment shall be adopted and be
effective as an amendment hereto if it is approved by the General Partner and it
receives the Consent of Partners holding a majority of the Percentage Interests
of the Limited Partners (including Limited Partner Interests held by the
Company).

         B. Notwithstanding Section 14.1.A, the General Partner shall have the
power, without the consent of the Limited Partners, to amend this Agreement as
may be required to facilitate or implement any of the following purposes:

                  (1)      to add to the obligations of the General Partner or
                           surrender any right or power granted to the General
                           Partner or any Affiliate of the General Partner for
                           the benefit of the Limited Partners;

                  (2)      to reflect the admission, substitution, termination,
                           or withdrawal of Partners in accordance with this
                           Agreement;


                                       46

<PAGE>



                  (3)      to set forth the designations, rights, powers,
                           duties, and preferences of the holders of any
                           additional Partnership Interests issued pursuant to
                           Section 4.2.A hereof;

                  (4)      to reflect a change that is of an inconsequential
                           nature and does not adversely affect the Limited
                           Partners in any material respect, or to cure any
                           ambiguity, correct or supplement any provision in
                           this Agreement not inconsistent with law or with
                           other provisions, or make other changes with respect
                           to matters arising under this Agreement that will not
                           be inconsistent with law or with the provisions of
                           this Agreement; and

                  (5)      to satisfy any requirements, conditions, or
                           guidelines contained in any order, directive,
                           opinion, ruling or regulation of a federal or state
                           agency or contained in federal or state law.

The General Partner shall provide notice to the Limited Partners when any action
under this Section 14.1.B is taken.

         C. Notwithstanding Section 14.1.A and 14.1.B hereof, this Agreement
shall not be amended without the Consent of each Partner adversely affected if
such amendment would (i) convert a Limited Partner's interest in the Partnership
into a General Partner Interest; (ii) modify the limited liability of a Limited
Partner in a manner adverse to such Limited Partner; (iii) alter rights of the
Partner to receive distributions pursuant to Article 5 or Article 13, or the
allocations specified in Article 6 (except as permitted pursuant to Section 4.2
and Section 14.1.B(3) hereof); (iv) alter or modify the Redemption Right and
REIT Shares Amount as set forth in Sections 8.6 and 11.2.B, and the related
definitions, in a manner adverse to such Partner; (v) cause the termination of
the Partnership prior to the time set forth in Sections 2.5 or 13.1; or (vi)
amend this Section 14.1.C. Further, no amendment may alter the restrictions on
the General Partner's authority set forth in Section 7.3.B without the Consent
specified in that section.

         D. Notwithstanding Section 14.1.A or Section 14.1.B hereof, the General
Partner shall not amend Sections 4.2.A, 7.5, 7.6, 11.2 or 14.2 without the
Consent of Limited Partners holding a majority of the Percentage Interests of
the Limited Partners, excluding Limited Partner Interests held by the General
Partner.

         Section 14.2 Meetings of the Partners

         A. Meetings of the Partners may be called by the General Partner and
shall be called upon the receipt by the General Partner of a written request by
Limited Partners (other than the Company) holding twenty percent (20%) or more
of the Partnership Interests. The request shall state the nature of the business
to be transacted. Notice of any such meeting shall

                                       47

<PAGE>



be given to all Partners not less than seven (7) days nor more than thirty (30)
days prior to the date of such meeting. Partners may vote in person or by proxy
at such meeting. Whenever the vote or Consent of the Partners is permitted or
required under this Agreement, such vote or Consent may be given at a meeting of
the Partners or may be given in accordance with the procedure prescribed in
Section 14.1.A hereof. Except as otherwise expressly provided in this Agreement,
the Consent of holders of a majority of the Percentage Interests held by Limited
Partners (including Limited Partnership Interests held by the Company) shall
control.

         B. Any action required or permitted to be taken at a meeting of the
Partners may be taken without a meeting if a written consent setting forth the
action so taken is signed by a majority of the Percentage Interests of the
Partners (or such other percentage as is expressly required by this Agreement).
Such consent may be in one instrument or in several instruments, and shall have
the same force and effect as a vote of a majority of the Percentage Interests of
the Partners (or such other percentage as is expressly required by this
Agreement). Such consent shall be filed with the General Partner. An action so
taken shall be deemed to have been taken at a meeting held on the effective date
so certified.

         C. Each Limited Partner may authorize any Person or Persons to act for
him by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or participating
at a meeting. Every proxy must be signed by the Limited Partner or his
attorney-in-fact. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the Limited Partner executing it, such
revocation to be effective upon the Partnership's receipt of written notice of
such revocation from the Limited Partner executing such proxy.

         D. Each meeting of the Partners shall be conducted by the General
Partner or such other Person as the General Partner may appoint pursuant to such
rules for the conduct of the meeting as the General Partner or such other Person
deems appropriate. Without limitation, meetings of Partners may be conducted in
the same manner as meetings of the shareholders of the Company and may be held
at the same time, and as part of, meetings of the shareholders of the Company.


                                   ARTICLE 15
                               GENERAL PROVISIONS

         Section 15.1 Addresses and Notice

         Any notice, demand, request or report required or permitted to be given
or made to a Partner or Assignee under this Agreement shall be in writing and
shall be deemed given or made when delivered in person or when sent by first
class United States mail or by other means of written communication to the
Partner or Assignee at the address set forth in

                                       48

<PAGE>



Exhibit A or such other address of which the Partner shall notify the General
Partner in writing.

         Section 15.2 Titles and Captions

         All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any provisions hereof.
Except as specifically provided otherwise, references to "Articles" and
"Sections" are to Articles and Sections of this Agreement.

         Section 15.3 Pronouns and Plurals

         Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

         Section 15.4 Further Action

         The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.

         Section 15.5 Binding Effect

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

         Section 15.6 Creditors

         Other than as expressly set forth herein with respect to the
Indemnities, none of the provisions of this Agreement shall be for the benefit
of, or shall be enforceable by, any creditor of the Partnership.

         Section 15.7 Waiver

         No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.


                                       49

<PAGE>



         Section 15.8 Counterparts

         This Agreement may be executed in counterparts, all of which together
shall constitute one agreement binding on all of the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Agreement immediately
upon affixing its signature hereto.

         Section 15.9 Applicable Law

         This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law.

         Section 15.10 Invalidity of Provisions

         If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

         Section 15.11 Entire Agreement

         This Agreement contains the entire understanding and agreement among
the Partners with respect to the subject matter hereof and supersedes the Prior
Agreement and any other prior written or oral understandings or agreements among
them with respect thereto.



                                       50

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                         GENERAL PARTNER:

                         Beacon Properties Corporation


                         By:     /s/ Alan M. Leventhal
                                 ---------------------------------------
                         Title:  Alan M. Leventhal, President


                                           [CORPORATE SEAL]


                         LIMITED PARTNERS:


                         By:     ____________________________________
                                 as Attorney-in-Fact for the Limited Partners


                                 By:_________________________________

                                 Title:______________________________


                                                 [CORPORATE SEAL]


                                       51

<PAGE>



                         LIMITED PARTNER SIGNATURE PAGE


         The undersigned, desiring to become one of the within named Limited
Partners of Beacon Properties, L.P., hereby becomes a party to the Agreement of
Limited Partnership of Beacon Properties, L.P. by and among Beacon Properties
Corporation and such Limited Partners, dated as of May 26, 1994. The undersigned
agrees that this signature page may be attached to any counterpart of said
Agreement of Limited Partnership.

<TABLE>
                 <S>                                          <C>
                  Signature line for Limited Partner          /s/  Edwin N. Sidman
                                                              ---------------------------------------
                                                              By:    Edwin N. Sidman, as Attorney-in-
                                                                     Fact for each Investor Limited
                                                                     Partner in 175 Federal Street
                                                                     Associates

                  Address of Limited Partner                  c/o Beacon Properties Corporation
                                                              50 Rowes Wharf
                                                              Boston, MA 02110


                  Signature line for Limited Partner          /s/  Richard L. Friedman
                                                              ---------------------------------------
                                                              By:    Richard L. Friedman

                  Address of Limited Partner                  c/o Carpenter & Co.
                                                              175 Federal Street
                                                              Boston, MA 02110


                  Signature line for Limited Partner          /s/  John L. Hall, II
                                                              ---------------------------------------
                                                              By:    John L. Hall, II

                  Address of Limited Partner                  c/o Hall Properties Inc.
                                                              1 International Place
                                                              Boston, MA 02110


                  Signature line for Limited Partner          /s/  Harvey I. Steinberg
                                                              ---------------------------------------
                                                              By:    Harvey I. Steinberg

                  Address of Limited Partner                  273 Singletary Lane
                                                              Framingham, MA 01701



                                       52

<PAGE>



                  Signature line for Limited Partner          /s/  Howard Rubin
                                                              ---------------------------------------
                                                              By:    Howard Rubin, as Trustee under
                                                                     Indenture of Trust made by
                                                                     Robert Leventhal dated June 3, 1996,
                                                                     and not individually

                  Address of Limited Partner                  Rubin and Rudman
                                                              50 Rowes Wharf
                                                              Boston, MA 02110


                  Signature line for Limited Partner          /s/  Lionel P. Fortin
                                                              ---------------------------------------
                                                              By:    Lionel P. Fortin, as Attorney-in-
                                                                     Fact for each Grantor under The
                                                                     Omnibus Option Agreement dated
                                                                     as of March 7, 1994

                  Address of Limited Partner                  c/o Beacon Properties Corporation
                                                              50 Rowes Wharf
                                                              Boston, MA 02110


                                                              THE BEACON TRUST

                  Signature line for Limited Partner          /s/  Mark S. Leventhal
                                                              ---------------------------------------
                                                              By:    Mark S. Leventhal
                                                              Its:   Trustee

                  Address of Limited Partner                  21 Bonnybrook Road
                                                              Waban, MA 02168


                                                              BONNEYBROOK TRUST

                  Signature line for Limited Partner          /s/  Alan M. Leventhal
                                                              ---------------------------------------
                                                              By:    Alan M. Leventhal
                                                              Its:   Trustee

                  Address of Limited Partner                  35 Wykeham Road
                                                              W. Newton, MA 02165



                                       53

<PAGE>



                                                              THE BEACON TRUST

                  Signature line for Limited Partner          /s/  Mark S. Leventhal
                                                              ---------------------------------------
                                                              By:    Mark S. Leventhal
                                                              Its:   Trustee

                  Address of Limited Partner                  21 Bonnybrook Road
                                                              Waban, MA 02168


                                                              DARTMOUTH TRUST

                  Signature line for Limited Partner          /s/  Mark S. Leventhal
                                                              ---------------------------------------
                                                              By:    Mark S. Leventhal
                                                              Its:   Trustee

                  Address of Limited Partner                  21 Bonnybrook Road
                                                              Waban, MA 02168


                                                              PICKWICK TRUST

                  Signature line for Limited Partner          /s/  Mark S. Leventhal
                                                              ---------------------------------------
                                                              By:    Mark S. Leventhal
                                                              Its:   Trustee

                  Address of Limited Partner                  21 Bonnybrook Road
                                                              Waban, MA 02168


                                                              POSC TRUST

                  Signature line for Limited Partner          /s/  Paul D. Fortin
                                                              ---------------------------------------
                                                              By:    Paul D. Fortin
                                                              Its:   Trustee

                  Address of Limited Partner                  85 Brookside Drive
                                                              Bridgewater, MA 02324




                                       54

<PAGE>



                                                              TRILEV PROPERTY TRUST

                  Signature line for Limited Partner          /s/  J. Robert Casey
                                                              ---------------------------------------
                                                              By:    J. Robert Casey
                                                              Its:    Trustee

                  Address of Limited Partner                  206 Waban Avenue
                                                              Waban, MA 02168


                                                              WYKEHAM TRUST

                  Signature line for Limited Partner          /s/  Mark S. Leventhal
                                                              ---------------------------------------
                                                              By:    Mark S. Leventhal
                                                              Its:    Trustee

                  Address of Limited Partner                  21 Bonnybrook Road
                                                              Waban, MA 02168


                                                              JERAL LIMITED PARTNERSHIP

                  Signature line for Limited Partner          /s/  Mark S. Leventhal
                                                              ---------------------------------------
                                                              By:    Mark S. Leventhal
                                                              Its:   Trustee

                  Address of Limited Partner                  21 Bonnybrook Road
                                                              Waban, MA 02168


                                                              TRIDON LIMITED PARTNERSHIP

                  Signature line for Limited Partner          /s/  Alan M. Leventhal
                                                              ---------------------------------------
                                                              By:    Alan M. Leventhal
                                                              Its:   Trustee

                  Address of Limited Partner                  35 Wykeham Road
                                                              W. Newton, MA 02165



                                       55

<PAGE>



                                                              HOMATT LIMITED PARTNERSHIP

                  Signature line for Limited Partner          /s/  Alan M. Leventhal
                                                              ---------------------------------------
                                                              By:    Alan M. Leventhal
                                                              Its:   General Partner

                  Address of Limited Partner                  35 Wykeham Road
                                                              W. Newton, MA 02165
</TABLE>




                                       56

<PAGE>




                                    Exhibit A

                Partners Contributions and Partnership Interests

<TABLE>
<CAPTION>
Name and Address             Cash              Agreed Value of                 Total              Partnership           Percentage
  of Partner             Contribution       Contributed Property           Contribution              Units               Interest
----------------         ------------       --------------------           ------------           -----------           -----------
<S>                      <C>                <C>                            <C>                    <C>                   <C>
</TABLE>




                                       A-1

<PAGE>



                                    Exhibit B

                           Capital Account Maintenance


1.       Capital Accounts of the Partners

         A. The Partnership shall maintain for each Partner a separate Capital
Account in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv).
Such Capital Account shall be increased by (i) the amount of all Capital
Contributions and any other deemed contributions made by such Partner to the
Partnership pursuant to this Agreement; and (ii) all items of Partnership income
and gain (including income and gain exempt from tax) computed in accordance with
Section 1.B hereof and allocated to such Partner pursuant to Section 6.1.A of
the Agreement and Exhibit C hereof, and decreased by (x) the amount of cash or
Agreed Value of all actual and deemed distributions of cash or property made to
such Partner pursuant to this Agreement; and (y) all items of Partnership
deduction and loss computed in accordance with Section 1.B hereof and allocated
to such Partner pursuant to Section 6.1.B of the Agreement and Exhibit C hereof.

         B. For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, unless
otherwise specified in this Agreement, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes determined in
accordance with Section 703(a) of the Code (for this purpose all items of
income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be included in taxable income or loss), with
the following adjustments:

                  (1)      Except as otherwise provided in Regulations Section
                           1.704-1(b)(2)(iv)(m), the computation of all items of
                           income, gain, loss and deduction shall be made
                           without regard to any election under Section 754 of
                           the Code which may be made by the Partnership,
                           provided that the amounts of any adjustments to the
                           adjusted bases of the assets of the Partnership made
                           pursuant to Section 734 of the Code as a result of
                           the distribution of property by the Partnership to a
                           Partner (to the extent that such adjustments have not
                           previously been reflected in the Partners' Capital
                           Accounts) shall be reflected in the Capital Accounts
                           of the Partners in the manner and subject to the
                           limitations prescribed in Regulations Section
                           1.704(b)(2)(iv)(m)(4).

                  (2)      The computation of all items of income, gain, and
                           deduction shall be made without regard to the fact
                           that items described in Sections 705(a)(1)(B) or
                           705(a)(2)(B) of the Code are not includable gross
                           income

                                       B-1

<PAGE>



                           or are neither currently deductible nor capitalized
                           for federal income tax purposes.

                  (3)      Any income, gain or loss attributable to the taxable
                           disposition of any Partnership property shall be
                           determined as if the adjusted basis of such property
                           as of such date of disposition were equal in amount
                           to the Partnership's Carrying Value with respect to
                           such property as of such date.

                  (4)      In lieu of the depreciation, amortization, and other
                           cost recovery deductions taken into account in
                           computing such taxable income or loss, there shall be
                           taken into account Depreciation for such fiscal year.

                  (5)      In the event the Carrying Value of any Partnership
                           Asset is adjusted pursuant to Section 1.D hereof, the
                           amount of any such adjustment shall be taken into
                           account as gain or loss from the disposition of such
                           asset.

         C. Generally, a transferee (including an Assignee) of a Partnership
Unit shall succeed to a pro rata portion of the Capital Account of the
transferor; provided, however, that, if the transfer causes a termination of the
Partnership under Section 708(b)(1)(B) of the Code, the Partnership's properties
shall be deemed solely for federal income tax purposes, to have been distributed
in liquidation of the Partnership to the holders of Partnership Units (including
such transferee) and recontributed by such Persons in reconstitution of the
Partnership. In such event, the Carrying Values of the Partnership properties
shall be adjusted immediately prior to such deemed distribution pursuant to
Section 1.D(2) hereof. The Capital Accounts of such reconstituted Partnership
shall be maintained in accordance with the principles of this Exhibit B.

         D.       (1)      Consistent with the provisions of Regulations
                           Section 1.704-1(b)(2)(iv)(f), and as provided in
                           Section 1.D(2), the Carrying Value of all Partnership
                           assets shall be adjusted upward or downward to
                           reflect any Unrealized Gain or Unrealized Loss
                           attributable to such Partnership property, as of the
                           times of the adjustments provided in Section 1.D(2)
                           hereof, as if such Unrealized Gain or Unrealized Loss
                           had been recognized on an actual sale of each such
                           property and allocated pursuant to Section 6.1 of the
                           Agreement.

                  (2)      Such adjustments shall be made as of the following
                           times: (a) immediately prior to the acquisition of an
                           additional interest in the Partnership by any new or
                           existing Partner in exchange for more than a de
                           minimis Capital Contribution; (b) immediately prior
                           to the distribution by the Partnership to a Partner
                           of more than a de minimis amount of property as
                           consideration for an interest in the Partnership;

                                       B-2

<PAGE>



                           and (c) immediately prior to the liquidation of the
                           Partnership within the meaning of Regulations Section
                           1.704-1(b)(2)(ii)(g), provided, however, that
                           adjustments pursuant to clauses (a) and (b) above
                           shall be made only if the General Partner determines
                           that such adjustments are necessary or appropriate to
                           reflect the relative economic interests of the
                           Partners in the Partnership.

                  (3)      In accordance with Regulations Section
                           1.704-1(b)(2)(iv)(e), the Carrying Value of
                           Partnership assets distributed in kind shall be
                           adjusted upward or downward to reflect any Unrealized
                           Gain or Unrealized Loss attributable to such
                           Partnership property, as of the time any such asset
                           is distributed.

                  (4)      In determining Unrealized Gain or Unrealized Loss for
                           purposes of this Exhibit B, the aggregate cash amount
                           and fair market value of all Partnership assets
                           (including cash or cash equivalents) shall be
                           determined by the General Partner using such
                           reasonable method of valuation as it may adopt, or in
                           the case of a liquidating distribution pursuant to
                           Article 13 of the Agreement, shall be determined and
                           allocated by the Liquidator using such reasonable
                           methods of valuation as it may adopt. The General
                           Partner, or the Liquidator, as the case may be, shall
                           allocate such aggregate value among the assets of the
                           Partnership (in such manner as it determines in its
                           sole and absolute discretion to arrive at a fair
                           market value for individual properties).

         E. The provisions of this Agreement (including this Exhibit B and other
Exhibits to this Agreement) relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b), and shall be interpreted
and applied in a manner consistent with such Regulations. In the event the
General Partner shall determine that it is prudent to modify (i) the manner in
which the Capital Accounts, or any debits or credits thereto (including, without
limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership, the
General Partner, or the Limited Partners) are computed; or (ii) the manner in
which items are allocated among the Partners for federal income tax purposes in
order to comply with such Regulations or to comply with Section 704(c) of the
Code, the General Partner may make such modification without regard to Article
14 of the Agreement, provided that it is not likely to have a material effect on
the amounts distributable to any Person pursuant to Article 13 of the Agreement
upon the dissolution of the Partnership. The General Partner also shall (i) make
any adjustments that are necessary or appropriate to maintain equality between
the Capital Accounts of the Partners and the amount of Partnership capital
reflected on the Partnership's balance sheet, as computed for book purposes, in
accordance with Regulations Section 1.704-1(b)(2)(iv)(q); and (ii) make any
appropriate modifications in the event unanticipated events might otherwise
cause this Agreement not to comply with Regulations Section

                                       B-3

<PAGE>



1.704-1(b). In addition, the General Partner may adopt and employ such methods
and procedures for (i) the maintenance of book and tax capital accounts; (ii)
the determination and allocation of adjustments under Sections 704(c), 734 and
743 of the Code; (iii) the determination of Net Income, Net Loss, taxable loss
and items thereof under this Agreement and pursuant to the Code; (iv) the
adoption of reasonable conventions and methods for the valuation of assets and
the determination of tax basis; (v) the allocation of asset value and tax basis;
and (vi) conventions for the determination of cost recovery, depreciation and
amortization deductions, as it determines in its sole discretion are necessary
or appropriate to execute the provisions of this Agreement, to comply with
federal and state tax laws, and are in the best interest of the Partners.

2.       No Interest

         No interest shall be paid by the Partnership on Capital Contributions
or on balances in Partners' Capital Accounts.

3.       No Withdrawal

         No Partner shall be entitled to withdraw any part of his Capital
Contribution or his Capital Account or to receive any distribution from the
Partnership, except as provided in Articles 4, 5, 7 and 13 of the Agreement.


                                       B-4

<PAGE>



                                    Exhibit C

                            Special Allocation Rules


1.       Special Allocation Rules

         Notwithstanding any other provision of the Agreement or this Exhibit C,
the following special allocations shall be made in the following order:

         A. Minimum Gain Chargeback. Notwithstanding the provisions of Section
6.1 of the Agreement or any other provisions of this Exhibit C, if there is a
net decrease in Partnership Minimum Gain during any Partnership taxable year,
each Partner shall be specially allocated items of Partnership income and gain
for such year (and, if necessary, subsequent years) in an amount equal to such
Partner's share of the net decrease in Partnership Minimum Gain, as determined
under Regulations Section 1.704-2(g). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant thereto. The items to be so allocated shall
be determined in accordance with Regulations Section 1.704-2(f)(6). This Section
1.A is intended to comply with the minimum gain chargeback requirements in
Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
Solely for purposes of this Section 1.A, each Partner's Adjusted Capital Account
Deficit shall be determined prior to any other allocations pursuant to Section
6.1 of Partner Minimum Gain during such Partnership taxable year.

         B. Partner Minimum Gain Chargeback. Notwithstanding any other provision
of Section 6.1 of this Agreement or any other provisions of this Exhibit C
(except Section 1.A hereof), if there is a net decrease in Partner Minimum Gain
attributable to a Partner Nonrecourse Debt during any Partnership taxable year,
each Partner who has a share of the Partner Minimum Gain attributable to such
Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.702-2(i)(5), shall be specially allocated items of Partnership income and gain
for such year (and, if necessary, subsequent years) in an amount equal to such
Partner's share of the net decrease in Partner Minimum Gain attributable to such
Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Regulations Section 1.704-2(i)(4). This Section 1.B is intended to comply
with the minimum gain chargeback requirement in such Section of the Regulations
and shall be interpreted consistently therewith. Solely for purposes of the
Section 1.B, each Partner's Adjusted Capital Account Deficit shall be determined
prior to any other allocations pursuant to Section 6.1 of the Agreement or this
Exhibit with respect to such Partnership taxable year, other than allocations
pursuant to Section 1.A hereof.


                                       C-1

<PAGE>



         C. Qualified Income Offset. In the event any Partner unexpectedly
receives any adjustments, allocations or distributions described in Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), and after giving effect to the allocations required
under Sections 1.A and 1.B hereof such Partner has an Adjusted Capital Account
Deficit, items of Partnership income and gain (consisting of a pro rata portion
of each item of Partnership income, including gross income and gain for the
Partnership taxable year) shall be specially allocated to such Partner in an
amount and manner sufficient to eliminate, to the extent required by the
Regulations, its Adjusted Capital Account Deficit created by such adjustments,
allocations or distributions as quickly as possible.

         D. Nonrecourse Deductions. Nonrecourse Deductions for any Partnership
taxable year shall be allocated to the Partners in accordance with their
respective Percentage Interests. If the General Partner determines in its good
faith discretion that the Partnership's Nonrecourse Deductions must be allocated
in a different ratio to satisfy the safe harbor requirements of the Regulations
promulgated under Section 704(b) of the Code, the General Partner is authorized,
upon notice to the Limited Partners, to revise the prescribed ratio to the
numerically closest ratio for such Partnership taxable year which would satisfy
such requirements.

         E. Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions
for any Partnership taxable year shall be specially allocated to the Partner who
bears the economic risk of loss with respect to the Partner Nonrecourse Debt to
which such Partner Nonrecourse Deductions are attributable in accordance with
Regulations Section 1.704-2(i).

         F. Code Section 754 Adjustments. To the extent an adjustment to the
adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b)
of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m),
to be taken into account in determining Capital Accounts, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis, and such item of gain or loss shall be specially allocated
to the Partners in a manner consistent with the manner in which their Capital
Accounts are required to be adjusted pursuant to such Section of the
Regulations.

         G. Curative Allocations. The allocations set forth in Section 1.A
through 1.F of this Exhibit C (the "Regulatory Allocations") are intended to
comply with certain requirements of the Regulations under Section 704(b) of the
Code. The Regulatory Allocations may not be consistent with the manner in which
the Partners intend to divide Partnership distributions. Accordingly, the
General Partner is hereby authorized to divide other allocations of income,
gain, deduction and loss among the Partners so as to prevent the Regulatory
Allocations from distorting the manner in which Partnership distributions will
be divided among the Partners. In general, the Partners anticipate that, if
necessary, this will be accomplished by specially allocating other items of
income, gain, loss and deduction among the Partners so that the net amount of
the Regulatory Allocations and such special allocations

                                       C-2

<PAGE>



to each person is zero. However, the General Partner will have discretion to
accomplish this result in any reasonable manner; provided, however, that no
allocation pursuant to this Section 1.G shall cause the Partnership to fail to
comply with the requirements of Regulations Sections 1.704-1(b)(2)(ii)(d), -2(e)
or -2(i).

2.       Allocations for Tax Purposes

         A. Except as otherwise provided in this Section 2, for federal income
tax purposes, each item of income, gain, loss and deduction shall be allocated
among the Partners in the same manner as its correlative item of "book" income,
gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement
and Section 1 of this Exhibit C.

         B. In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss, and
deduction shall be allocated for federal income tax purposes among the Partners
as follows:

                  (1)      (a)      In the case of a Contributed Property,
                                    such items attributable thereto shall be
                                    allocated among the Partners, consistent
                                    with the principles of Section 704(c) of the
                                    Code and the Regulations thereunder, to take
                                    into account the variation between the
                                    704(c) Value of such property and its
                                    adjusted basis at the time of contribution;
                                    and

                           (b)      any item of Residual Gain or Residual Loss
                                    attributable to a Contributed Property shall
                                    be allocated among the Partners in the same
                                    manner as its correlative item of "book"
                                    gain or loss is allocated pursuant to
                                    Section 6.1 of the Agreement and Section 1
                                    of this Exhibit C.

                  (2)      (a)      In the case of an Adjusted Property, such
                                    items shall

                                    (1) first, be allocated among the Partners
                                    in a manner consistent with the principles
                                    of Section 704(c) of the Code and the
                                    Regulations thereunder to take into account
                                    the Unrealized Gain or Unrealized Loss
                                    attributable to such property and the
                                    allocations thereof pursuant to Exhibit B;
                                    and

                                    (2) second, in the event such property was
                                    originally a Contributed Property, be
                                    allocated among the Partners in a manner
                                    consistent with Section 2.B(1) of this
                                    Exhibit C; and

                           (b)      any item of Residual Gain or Residual Loss
                                    attributable to an Adjusted Property shall
                                    be allocated among the Partners in the

                                       C-3

<PAGE>



                                    same manner its correlative item of "book"
                                    gain or loss is allocated pursuant to
                                    Section 6.1 of the Agreement and Section 1
                                    of this Exhibit C.

                  (3)      all other items of income, gain, loss and deduction
                           shall be allocated among the Partners the same manner
                           as their correlative item of "book" gain or loss is
                           allocated pursuant to Section 6.1 of the Agreement
                           and Section 1 of the Exhibit C.

         C. To the extent that the Treasury Regulations promulgated pursuant to
Section 704(c) of the Code permit the Partnership to utilize alternative methods
to eliminate the disparities between the Carrying Value of property and its
adjusted basis, the General Partner shall have the authority to elect the method
to be used by the Partnership and such election shall be binding on all
Partners.

3.       No Withdrawal

         No Partner shall be entitled to withdraw any part of his Capital
Contribution or his Capital Account or to receive any distribution from the
Partnership, except as provided in Articles 4, 5, 8 and 13 of the Agreement.


                                       C-4

<PAGE>



                                    Exhibit D

                              Notice of Redemption


         The undersigned Limited Partner hereby irrevocably (i) redeems
__________ Limited Partnership Units in Beacon Properties, L.P. in accordance
with the terms of the Agreement of Limited Partnership of Beacon Properties,
L.P. and the Redemption Right referred to therein; (ii) surrenders such Limited
Partnership Units and all right, title and interest therein; and (iii) directs
that the Cash Amount or REIT Shares Amount (as determined by the General
Partner) deliverable upon exercise of the Redemption Right be delivered to the
address specified below, and if REIT Shares are to be delivered, such REIT
Shares be registered or placed in the name(s) and at the address(es) specified
below. The undersigned hereby, represents, warrants, and certifies that the
undersigned (a) has marketable and unencumbered title to such Limited
Partnership Units, free and clear of the rights or interests of any other person
or entity; (b) has the full right, power, and authority to redeem and surrender
such Limited Partnership Units as provided herein; and (c) has obtained the
consent or approval of all person or entities, if any, having the right to
consent or approve such redemption and surrender.


Dated:_________________________


Name of Limited Partner:____________________________________
                                    Please Print


                         ------------------------------------
                         (Signature of Limited Partner)


                         ------------------------------------
                         (Street Address)


                         ------------------------------------
                         (City)       (State)       (Zip Code)


                         Signature Guaranteed by:


                         ------------------------------------

                                       D-1

<PAGE>



If REIT Shares are to be issued, issue to:


Name:_________________________________


Please insert social security or identifying number:__________________







                                       D-2