<PAGE>   1

                                                                   Exhibit 10.42








                             TACS IV INCENTIVE PLAN

                              LIMITED PARTNERSHIP

                         LIMITED PARTNERSHIP AGREEMENT



<PAGE>   2


                               TABLE OF CONTENTS
                               -----------------
                                                                          Page
                                                                          ----

ARTICLE I General Provisions ............................................. 1
SECTION 1.01. Definitions ................................................ 1
      (a)   Agreement .................................................... 1
      (b)   Capital Account .............................................. 1
      (c)   Capital Contribution ......................................... 1
      (d)   Certificate of Limited Partnership ........................... 1
      (e)   Code ......................................................... 1
      (f)   General Partner .............................................. 1
      (g)   Limited Partner .............................................. 1
      (h)   Partner ...................................................... 2
      (i)   Partnership .................................................. 2
      (i)   Securities ................................................... 2
      (k)   TAH .......................................................... 2
      (1)   ULPA ......................................................... 2
      (m)   Voting Control ............................................... 2
      SECTION 1.02. Partnership Name ..................................... 2
      SECTION 1.03. Fiscal Year .......................................... 2
      SECTION 1.04. Nature and Liability of Partners ..................... 2
      SECTION 1.05. Purposes of Partnership .............................. 2
      SECTION 1.06. Powers of Partnership ................................ 3
      SECTION 1.07. General Partner as Limited Partner ................... 3

ARTICLE II - Management of Partnership ................................... 4
      SECTION 2.01. General .............................................. 4
      SECTION 2.02. Services of General Partner .......................... 4
      SECTION 2.03. Compensation of General Partner ...................... 4
          (a) No Management Fee .......................................... 4
          (b) Expenses ................................................... 4
      SECTION 2.04. Restrictions ......................................... 4
          (a) No Services by Limited Partners ............................ 4
          (b) Partnership Credit ......................................... 5
          (c) Limitation on Borrowing and Pledging ....................... 5
          (d) Additional Restrictions .................................... 5
     SECTION 2.05. Reliance by Third Parties ............................. 5
     SECTION 2.06. Partner's Transactions ................................ 5
     SECTION 2.07. Exculpation of Liability .............................. 5
     SECTION 2.08. Indemnification ....................................... 6

ARTICLE III - Capital Accounts; Allocations; Distributions ............... 6
      SECTION 3.01. Capital Contributions ................................ 6
          (a) Contributions .............................................. 7


                                      (i)
<PAGE>   3


                                                                          Page
                                                                          ----
         (b) Borrowing ..................................................   7
         (c) Vesting ....................................................   7
     SECTION 3.02. Capital Accounts .....................................   8
     SECTION 3.03. Deficit Capital Accounts .............................   8
     SECTION 3.04. Allocations ..........................................   8
         (a) Book Items .................................................   8
         (b) Tax Items ..................................................   9
         (c) Allocations on Withdrawal ..................................   9
         (d) Qualified Income Offset ....................................   9
         (e) General Partner Nonrecourse Debt ...........................   9
         (f) Curative Allocations .......................................  10
     SECTION 3.05. Distributions to Partners ............................  10
         (a) Distributions to Partners ..................................  10
         (b) Application of Distributions ...............................  10
         (c) Repayment of Distributions .................................  10
     SECTION 3.06. No Interest on Capital ...............................  11

ARTICLE IV - Withdrawal of Limited Partner ..............................  11
     SECTION 4.01. Withdrawal of Limited Partner ........................  11
     SECTION 4.02. Legal Representatives ................................  11
     SECTION 4.03. Mandatory Withdrawal .................................  11
     SECTION 4.04. Liquidating Share ....................................  12
     SECTION 4.05. Cessation of Participation ...........................  12

ARTICLE V - Transfer of Partnership Interests ...........................  12
     SECTION 5.01. Assignability of Interests ...........................  12
     SECTION 5.02. Substituted Limited Partners .........................  13
     SECTION 5.03. Obligations of Assignee ..............................  13

ARTICLE VI - Duration and Termination of Partnership ....................  13
     SECTION 6.01. Duration .............................................  13
     SECTION 6.02. Withdrawal of Limited Partner ........................  13
     SECTION 6.03. Withdrawal of General Partner ........................  13
     SECTION 6.04. Liquidation ..........................................  14
     SECTION 6.05. Distribution Upon Termination ........................  15

ARTICLE VII - Reports to Partners .......................................  15
     SECTION 7.01. Financial Records ....................................  15
     SECTION 7.02. Annual Reports .......................................  15
     SECTION 7.03. Inspection ...........................................  16
     SECTION 7.04. Tax Returns ..........................................  16

ARTICLE VIII - Valuation ................................................  16



                                      (ii)

<PAGE>   4


                                                                          Page
                                                                          ----

     SECTION 8.01. Valuation of Partnership Net Worth ...................  16
     SECTION 8.02. Valuation Date .......................................  16
     SECTION 8.03. Valuing Securities and Other Assets ..................  16

ARTICLE IX - Miscellaneous ..............................................  17
     SECTION 9.01. Admission of Limited Partners ........................  17
         (a) Additional Limited Partners ................................  17
         (b) Substituted Limited Partners ...............................  17
         (c) Procedure ..................................................  17
     SECTION 9.02. Disputed Matters .....................................  18
     SECTION 9.03. Payments in Kind .....................................  18
     SECTION 9.04. General ..............................................  18
     SECTION 9.05. Notices ..............................................  19
         (a) To the Partners ............................................  19
         (b) To the Partnership .........................................  19
     SECTION 9.06. Execution of Certificate of Limited Partnership
                   and Other Documents ..................................  19
     SECTION 9.07. Force Majeure ........................................  19
     SECTION 9.08. Amendments ...........................................  19
     SECTION 9.09. Headings .............................................  20
     SECTION 9.10. Power of Attorney ....................................  20



                                     (iii)

<PAGE>   5


                                    TACS IV

                       INCENTIVE PLAN LIMITED PARTNERSHIP

                         LIMITED PARTNERSHIP AGREEMENT

     BY THIS LIMITED PARTNERSHIP AGREEMENT made and entered into as of March 22,
1995, Tucker Anthony Holding Corporation, a corporation organized under the laws
of the Commonwealth of Massachusetts, as general partner, and those persons and
entities executing this Agreement or counterparts thereof and listed on Exhibit
A (as it may be amended from time to time) as limited partners, hereby form a
limited partnership pursuant to the laws of the Commonwealth of Massachusetts.

                         ARTICLE I - GENERAL PROVISIONS

     SECTION 1.01. DEFINITIONS. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

     (a) AGREEMENT. "Agreement" means this Limited Partnership Agreement as it
may from time to time be amended.

     (b) CAPITAL ACCOUNT. "Capital Account" means those separate capital
accounts which are maintained for each Partner as defined in Section 3.02.

     (c) CAPITAL CONTRIBUTION. "Capital Contribution" means the total amount of
money paid to the Partnership by each Partner as set forth on the signature page
hereof or counterpart thereof and reflected on Exhibit A hereto.

     (d) CERTIFICATE OF LIMITED PARTNERSHIP. The "Certificate of Limited
Partnership" means the certificate of limited partnership for the Partnership
and all amendments thereto required under the laws of the Commonwealth of
Massachusetts to be signed and sworn to by the Partners of the Partnership and
filed for recording in the appropriate public offices within the Commonwealth of
Massachusetts to perfect or maintain the Partnership as a limited partnership
under the laws of the Commonwealth of Massachusetts and/or to effect the
admission, withdrawal or substitution of any Partner of the Partnership.

     (e) CODE. "Code" means the Internal Revenue Code, as amended.

     (f) GENERAL PARTNER. "General Partner" means Tucker Anthony Holding
Corporation, a Massachusetts corporation, or any person substituted for or who
succeeds Tucker Anthony Holding Corporation as such general partner pursuant to
the terms of this Agreement.


<PAGE>   6


     (g) LIMITED PARTNER. "Limited Partner" means any person who is or shall
become a Limited Partner of the Partnership.

     (h) PARTNER. "Partner" means the General Partner or any Limited Partner.

     (i) PARTNERSHIP. "Partnership" means TACS IV Incentive Plan Limited
Partnership, a Massachusetts limited partnership.

     (j) SECURITIES. "Securities" means securities of every kind or description.

     (k) TAH. "TAH" means Tucker Anthony Holding Corporation, a Massachusetts
corporation. The affiliates of TAH shall include all corporations and
partnerships (i) over which TAH or any of its affiliates has Voting Control,
(ii) which, directly or indirectly, have Voting Control over TAH, and (iii)
which are under Voting Control of any corporation or partnership described in
the immediately preceding clause (ii).

     (i) ULPA. "ULPA" means the Massachusetts Uniform Limited Partnership Act,
as amended from time to time.

     (m) VOTING CONTROL. "Voting Control" means the right to vote 50% or more of
the securities having the right to elect the directors of a corporation or the
right to designate a majority of the general partners of a partnership.

     SECTION 1.02. PARTNERSHIP NAME. The Partnership shall do business under the
name and style of "TACS IV Incentive Plan Limited Partnership," or such other
name as the General Partner may designate.

     SECTION 1.03. FISCAL YEAR. The fiscal year of the Partnership shall be the
calendar year, or such other fiscal year as the General Partner shall designate
or the Code shall require.

     SECTION 1.04. NATURE AND LIABILITY OF PARTNER. The General Partner shall
have such liability for the repayment, satisfaction and discharge of the debts,
liabilities and obligations of the Partnership as is provided by the ULPA for a
general partner of a limited partnership. The Limited Partners who execute this
Agreement or are otherwise admitted as Limited Partners shall be liable to the
Partnership for the repayment, satisfaction and discharge of its debts,
liabilities and obligations only (i) to the extent of their respective Capital
Contributions and (ii) to the extent provided in Section 38 of the ULPA.

     The Partners hereby agree among themselves to share in accordance with the
terms of this Agreement all losses, liabilities or expenses suffered or incurred
by virtue of the operation of the Partnership, provided that Limited Partners
shall share such losses, liabilities, and expenses only up to the limit of their
respective Capital Contributions.


                                       2

<PAGE>   7


The General Partner agrees to assume and be liable for all such losses,
liabilities and expenses not covered by the aggregate Capital Contributions of
the Partners.

     SECTION 1.05. PURPOSES OF PARTNERSHIP. The purposes of the Partnership are
to make investments in the Securities of publicly and privately held companies
and partnerships, in order to provide incentives to investment executives of TAH
or its affiliates who are given the opportunity to participate as Limited
Partners in the Partnership. Limited Partnership interests shall be allocated
initially by TAH based on the contributions of such executives to the business
of TAH and its affiliates and shall be subject to future vesting, redemption and
other provisions hereof which relate to the continued service of such
executives.

     SECTION 1.06. POWERS OF PARTNERSHIP. In furtherance of the purposes of the
Partnership set forth in Section 1.05, the Partnership shall have the following
powers:

          (a) To purchase or otherwise acquire, hold, and sell or otherwise
     dispose of Securities, without regard to whether such Securities are
     publicly traded, readily marketable, or otherwise restricted as to transfer
     or resale;

          (b) Subject to the limitations set forth in paragraph 2.04(c), to
     possess, transfer, mortgage, pledge or otherwise deal in, and to exercise
     all rights, powers, privileges and other incidents of ownership or
     possession with respect to, Securities held or owned by the Partnership,
     and to carry Securities in the name of a nominee or nominees;

          (c) Subject to the limitations set forth in paragraph 2.04(c), to
     borrow or raise moneys, and to guarantee the obligations of others and to
     sell, pledge or otherwise dispose of bonds or other obligations of the
     Partnership for its purposes;

          (d) To have and maintain an office within the Commonwealth of
     Massachusetts and in connection therewith to rent or acquire office space,
     engage personnel and do such other acts and things as may be necessary or
     advisable in connection with the maintenance of such office, and on behalf
     of and in the name of the Partnership to pay and incur reasonable expenses
     and obligations for legal, accounting, consultative and custodial services,
     and all other reasonable costs and expenses incident to the operation of
     the Partnership;

          (e) To form and own one or more corporations, trusts or limited
     partnerships, provided that no entity so formed may do directly or
     indirectly what the Partnership is prohibited by this Agreement from doing;
     and

          (f) To enter into, make and perform all such contracts, agreements and
     other undertakings as may be necessary or advisable or incident to the
     carrying out of the foregoing objects and purposes.



                                       3
<PAGE>   8


     SECTION 1.07. GENERAL PARTNER AS LIMITED PARTNER. The General Partner may
also be a Limited Partner, and in such event its rights, powers, restrictions
and liabilities as a General Partner shall remain unaffected, and in addition,
it shall, in respect of its interest as a Limited Partner, have all of the
rights and powers and be subject to all of the restrictions and liabilities of a
Limited Partner.

                      ARTICLE II - MANAGEMENT OF PARTNERSHIP

     SECTION 2.01. GENERAL. The management, operation and policy determinations
of the Partnership shall be, and hereby are, vested in the General Partner who
shall manage the Partnership's affairs. Except as otherwise expressly provided
herein, the General Partner shall have the power to exercise the powers, rights
and authority granted to the General Partner hereunder on behalf and in the name
of the Partnership.

     SECTION 2.02. SERVICES OF GENERAL PARTNER. The General Partner shall (i)
provide investment advice to the Partnership and shall bear the cost of securing
information with respect to prospective investments, (ii) maintain the books and
records of the Partnership, (iii) provide routine bookkeeping and recordkeeping
services and custody of Partnership securities, and (iv) provide office space,
office and executive staff, and office supplies and equipment for the use of the
Partnership. The General Partner shall be required to devote only such time as
is necessary to perform such services and to supervise the activities of the
Partnership, and directly or through its parent or affiliates it may engage or
invest in other businesses and activities of every nature, including those
competitive with the activities of the Partnership, without the Partnership or
any Partner having any right by virtue of this Agreement to an interest in such
other businesses or activities or any profits thereof.

     SECTION 2.03. COMPENSATION OF GENERAL PARTNER.

          (a) NO MANAGEMENT FEE. The General Partner shall not receive any fees
     or compensation from the Partnership for its services to the Partnership.

          (b) EXPENSES. The General Partner shall be reimbursed from the
     Partnership for all reasonable expenditures made on behalf of the
     Partnership or incurred incident to the operation of the Partnership,
     including, without limitation, all legal, consulting and audit expenses
     incurred in the organization of the Partnership, preparing any amendment to
     the Partnership Agreement, and performing any other legal and audit
     services for the Partnership, interest expenses, and brokerage fees,
     commissions and discounts incurred in connection with the purchase or sale
     of Securities, and other out-of-pocket expenses incurred in connection with
     the making and monitoring of the Partnership investments and the
     administration of the Partnership.


                                       4
<PAGE>   9


     SECTION 2.04. RESTRICTIONS. Partners shall be restricted in their
activities as follows:

          (a) NO SERVICES BY LIMITED PARTNERS. The Limited Partners shall not
     participate in the management of the Partnership and shall not hold
     themselves out as General Partners or take any action on behalf of the
     Partnership or in any way commit the Partnership to any agreement or
     contract and shall have no right or authority to do any of the foregoing.

          (b) PARTNERSHIP CREDIT. No Partner shall lend or use the funds or
     credit of the Partnership or employ the Partnership's name for any purpose
     whatsoever, except that the General Partner may do so for the purposes of
     the Partnership or as permitted by paragraph (c) of this Section.

          (c) LIMITATION ON BORROWING AND PLEDGING.

               (i) If in the reasonable judgment of the General Partner it is
          desirable to do so to accomplish the purposes of the Partnership, the
          Partnership may borrow money from banks or other recognized financial
          institutions and secure payment of any such borrowing by hypothecation
          or pledge of Partnership properties or otherwise provided that (A) any
          such borrowing has an original maturity of less than one year and (B)
          the aggregate of all indebtedness of the Partnership for money
          borrowed outstanding at any one time does not exceed 5% of the sum of
          the Capital Contributions of all Partners.

               (ii) The Partnership may guarantee the obligations of others
          provided that the amount guaranteed, together with any amount
          borrowed, shall at no time exceed the limitation set forth in clause
          (i)(B) above.

               (iii) Notwithstanding the foregoing, the Partnership may borrow
          funds from TAH or its successors or assume obligations of Limited
          Partners to TAH or its successors under the terms which the General
          Partner deems appropriate in connection with the redemption or
          withdrawal under Article IV of the interests of Limited Partners who
          have outstanding obligations to TAH under paragraph 3.01(b).

          (d) ADDITIONAL RESTRICTIONS. The Partnership shall not make short
     sales of Securities not owned by the Partnership.

     SECTION 2.05. RELIANCE BY THIRD PARTIES. Notwithstanding any other
provision of this Article II, any third party dealing with the Partnership may
rely conclusively upon the authority, power and right of the General Partner
acting under this Agreement. This Section shall not be deemed to limit the
liabilities and obligations of the General Partner as set forth in this
Agreement.


                                       5
<PAGE>   10


     SECTION 2.06. PARTNER'S TRANSACTIONS. Nothing in this Agreement shall be
construed to prohibit any Partner from buying or selling securities for such
Partner's own account, including securities of the same issuers as those held by
the Partnership.

     SECTION 2.07. EXCULPATION OF LIABILITY. The General Partner and its
Affiliates (as defined in Section 2.08) shall have no liability to the
Partnership or to any Partner for any loss suffered by the Partnership which
arises out of any action or inaction of the General Partner or its Affiliates if
the General Partner or its Affiliates, in good faith, determined that such
course of conduct was in the best interests of the Partnership and such course
of conduct did not constitute negligence or misconduct of the General Partner or
its Affiliates.

     SECTION 2.08. INDEMNIFICATION. The General Partner and its Affiliates shall
be indemnified by the Partnership against any losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by them in
connection with the Partnership, provided that the same were not the result of
gross negligence or willful misconduct on the part of the General Partner or its
Affiliates.

     Notwithstanding the above, the General Partner and its Affiliates shall not
be indemnified by the Partnership for any losses, liabilities or expenses
arising from or out of an alleged violation of federal or state securities laws
unless (1) there has been a successful adjudication on the merits of each count
involving alleged securities law violations; or (2) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction or
(3) with respect to a settlement of claims against a particular indemnitee, a
court of competent jurisdiction approves such settlement and finds that
indemnification of the settlement and related costs should be made.

     The Partnership shall not incur the cost of the portion of any insurance
which insures any party against any liability as to which such party is herein
prohibited from being indemnified.

     For the purposes of Sections 2.07 and 2.08, the term "Affiliates" shall
mean any person performing services on behalf of the Partnership who: (1)
directly or indirectly controls, is controlled by, or is under common control
with the General Partner; or (2) owns or controls 10% or more of the
outstanding voting securities of the General Partner; or (3) is an officer,
director, employee or agent of the General Partner or of any of the persons
identified in the preceding clauses (1) or (2).

     The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which the General Partner or any Affiliate may be
entitled. Nothing contained in this Section 2.08 shall limit any lawful rights
to indemnification existing independently of this Section.

     The right of indemnification provided by this Section 2.08 shall not be
construed to increase the liability of Limited Partners as set forth in
Section 1.04.


                                       6

<PAGE>   11


           ARTICLE III - CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

     SECTION 3.01. CAPITAL CONTRIBUTIONS.

     (a) CONTRIBUTIONS. On or prior to the date of becoming a Limited Partner of
the Partnership, each Limited Partner shall make the Capital Contribution in
cash as set forth next to his/her name on Exhibit A. The Capital Contribution of
the General Partner shall at all times be not less than one percent (1%) of the
aggregate of all Capital Contributions of the Partners and the General Partner
shall make any additional Capital Contributions required to maintain such
Capital Contribution of not less than one percent (1%). The aggregate of all
Capital Contributions shall be, and hereby is agreed to be, available to the
Partnership to carry out the purposes and objects of the Partnership.

     (b) BORROWING. Limited Partners may be given the opportunity prior to the
due date of any Capital Contribution, to borrow all or any part of such
contribution from TAH upon such terms as may be offered by TAH. Such terms may
include, without limitation, the following:

          (i) The principal of the loan may accelerate and be payable earlier
     than the date due (i) to the extent of any distributions payable to a
     borrower as a Limited Partner under Section 3.05(a)(i), (ii) upon the
     termination of the employment of the borrower by TAH and its affiliates,
     other than a termination occasioned by the death or disability of the
     borrower, or (iii) upon the termination of the borrower's interest in the
     Partnership.

          (ii) The General Partner may have the right to offset loan obligations
     due TAH against distributions or other payments due the borrower as a
     Limited Partner hereunder and to cause the payment of such loans to the
     extent of such distributions or payments.

     (c) VESTING. Notwithstanding the foregoing, the interest of each individual
Limited Partner shall be subject to a vesting requirement that the Limited
Partner remain in the employment of TAH or any of its affiliates for a
consecutive period of three (3) years after the date of such Limited Partner's
admission to the Partnership. This vesting requirement may be waived in whole or
in part by the General Partner in its discretion and shall be waived in the
event of termination of employment due to normal retirement under the employer's
policies, death or disability. Upon termination of such employment of an
individual Limited Partner for any reason within three (3) years from the date
of such Limited Partner's admission to this Partnership, unless the General
Partner otherwise determines in its discretion:



                                       7
<PAGE>   12


               (i) The remaining principal and accrued interest on any loans
          owed by the Limited Partner under subparagraph (b) hereof shall be
          immediately due and payable;

               (ii) The right of the Limited Partner to any distributions of
          assets of the Partnership under Section 3.05 shall terminate; and

               (iii) The Limited Partner shall be required to withdraw from the
          Partnership in accordance with Section 4.03 and such Limited Partner's
          interest shall be liquidated under Section 4.04 or purchased by the
          General Partner on equivalent terms for retransfer to one or more
          substituted Limited Partners under Section 5.02 and the proceeds of
          such liquidation or purchase shall be applied to payment of the
          remaining principal and accrued interest of any loans owed by the
          Limited Partner under subparagraph (b) hereof before any payment or
          distribution thereof is made to the Limited Partner.

     SECTION 3.02. CAPITAL ACCOUNTS. A separate capital account (each, a
"CAPITAL ACCOUNT") shall be established for each Partner and shall be maintained
in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv),
and this Section 3.02 shall be interpreted and applied in a manner consistent
therewith. Whenever the Partnership would be permitted to adjust the Capital
Accounts of the Partners pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(f) Partnership shall so adjust the Capital Accounts of the
Partners. In any event, the Partnership shall adjust the Capital Accounts of the
Partners annually, and upon the admission of a new Partner or the withdrawal of
an existing Partner, to reflect revaluations of Partnership property in
accordance with Article VIII. Whenever the Capital Accounts of the Partners are
adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to
reflect revaluations of Partnership property, (i) the Capital Accounts of the
Partners shall be adjusted in accordance with Treasury Regulations Section
1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization
and gain or loss, as computed for book purposes in accordance with Article VIII,
with respect to such property, and (ii) the Partners' distributive shares of
depreciation, depletion, amortization and gain or loss, as computed for tax
purposes, with respect to such property shall be determined so as to take
account of the variation between the adjusted federal income tax basis and book
value of such property in the same manner as under Code Section 704(c).

     SECTION 3.03. DEFICIT CAPITAL ACCOUNTS. If upon the liquidation of the
General Partner's interest in the Partnership the General Partner has a deficit
balance in its Capital Account, the General Partner shall contribute to the
Partnership an amount equal to such deficit balance. Any such contribution shall
be made by the General Partner no later than the end of the taxable year of the
Partnership during which such liquidation occurs (or, if later, within ninety
(90) days after such liquidation). This Section 3.03 is intended to comply with
the requirements of Treasury Regulations


                                       8
<PAGE>   13




Section 1.04-1(b)(2)(ii)(b)(3) and shall be interpreted and applied in a manner
consistent therewith.

     SECTION 3.04. ALLOCATIONS.

          (a) BOOK ITEMS. Items of income, gain, deduction and loss, as computed
     for book purposes (including any such items resulting from any revaluation
     of property under Section 3.02) for any fiscal year or portion thereof
     shall be allocated among the Partners pro rata in proportion to the Capital
     Account balances of the Partners.

          (b) TAX ITEMS. Items of income, gain, deduction and loss, as computed
     for federal income tax purposes, shall be allocated in the same manner as
     under Code Section 704(c).

          (c) ALLOCATIONS ON WITHDRAWAL. If a Limited Partner's interest in the
     Partnership is liquidated by the Partnership pursuant to Section 4.04 and
     the Limited Partner receives less than the amount of the balance in his/her
     Capital Account, then the excess of (i) the balance in his/her Capital
     Account over (ii) the amount distributed by the Partnership shall be
     allocated among all the remaining Partners in proportion to their Capital
     Account balances. This provision shall be applied so as 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 Treasury Regulations Section
     1.704-1(b)(2)(iv)(q). Further, notwithstanding sections 3.02 and 9.01(b),
     if a Limited Partner's interest is purchased by the General Partner
     pursuant to Section 3.01(c)(iii) and the purchase price is less than the
     balance of the Capital Account of the Limited Partner, then (i) the excess
     of (x) the balance in. the Limited Partner's Capital Account over (y) the
     amount paid by the General Partner shall be allocated among all the
     remaining Partners in proportion to their Capital Account balances and (ii)
     the General Partner (and any assignee of the General Partner) shall have a
     Capital Account balance with respect to the purchased interest in the
     Partnership equal to the purchase price paid by the General Partner.

          (d) QUALIFIED INCOME OFFSET. No allocation shall be made pursuant to
     Section 3.04(a) to the extent that it shall cause or increase a deficit
     balance in any Limited Partner's Capital Account (in excess of such
     Partner's obligation, if any, to restore a deficit in his/her Capital
     Account) as of the end of the Partnership taxable year to which such
     allocation relates. In making the foregoing determination, a Limited
     Partner's Capital Account shall be reduced by the amounts described in
     Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6). Any
     Limited Partner who unexpectedly receives an adjustment, allocation or
     distribution described in Treasury Regulations Section
     1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and
     gain in an amount and manner


                                       9
<PAGE>   14


     sufficient to eliminate, to the extent required by the Treasury
     Regulations, such deficit balance as quickly as possible. This Section
     3.04(d) is intended to comply with the alternate test for economic effect
     set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
     interpreted and applied in a manner consistent therewith.

          (e) GENERAL PARTNER NONREC0URSE DEBT. If a Partner makes a nonrecourse
     loan to the Partnership which is "partner nonrecourse debt" within the
     meaning of Treasury Regulations Section 1.704-2(b)(4), then any item of
     Partnership loss, deduction or Code Section 705(a)(2)(B) expenditure that
     is attributable to such debt shall be allocated to such Partner and
     appropriate items of income and gain shall be "charged back" to such
     Partner. This Section 3.04(e) is intended to comply with Treasury
     Regulations Section 1.704-2(i) and shall be interpreted and applied in a
     manner consistent herewith.

          (f) CURATIVE ALLOCATIONS. The allocations set forth in Sections
     3.04(d) and 3.04(e) (the "Regulatory Allocations") are intended to comply
     with the requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)
     and Treasury Regulations Section 1.704-(2)(i), respectively.
     Notwithstanding any other provisions of this Section 3.04 (other than the
     Regulatory Allocations), the Regulatory Allocations shall be taken into
     account in allocating other items of income, gain, deduction and loss among
     the Partners, pursuant to Sections 3.04(a) and 3.04(c), so that, to the
     extent possible, the net amount of such allocations of other items and the
     Regulatory Allocations to each Partner shall be equal to the net amount
     that would have been allocated to each such Partner if the Regulatory
     Allocations had not occurred.

     SECTION 3.05. DISTRIBUTIONS TO PARTNERS.

          (a) DISTRIBUTIONS TO PARTNERS.

               (i) It shall be within the sole discretion of the General Partner
          as to whether, when and in what amount a distribution of cash or other
          assets of the Partnership shall be made. Such distributions (other
          than a distribution made in connection with the withdrawal of a
          Partner under Article IV) shall be made to all of the Partners in the
          ratio that their respective Capital Accounts bear to one another at
          the time of the distribution.

               (ii) The General Partner may, but shall not be required to, make
          annual distributions to each Partner in an amount which the General
          Partner estimates is sufficient to pay federal and state income taxes
          attributable to allocations under Section 3.04(b). Notwithstanding
          Section 3.05(a)(i), any distributions made pursuant to this Section
          3.05(a)(ii) shall be made to the Partners in proportion to the excess


                                       10

<PAGE>   15


          of cumulative income and gain over cumulative deductions and losses
          allocated to each of the Partners pursuant to Section 3.04(b).

          (b) APPLICATION OF DISTRIBUTIONS. To the extent that there is any
     amount due from a Limited Partner to TAH under a loan made pursuant to
     paragraph 3.01(b), each distribution to a Limited Partner (except a
     distribution under subsection(a)(ii) hereof) shall be applied in payment of
     such obligation of such Partner.

          (c) REPAYMENT OF DISTRIBUTIONS. Partners shall be required to repay
     Partnership distributions to the extent provided in the ULPA.

     SECTION 3.06. NO INTEREST ON CAPITAL. No Partner shall be entitled to
receive interest from the Partnership on his/her Capital Account.

                   ARTICLE IV - WITHDRAWAL OF LIMITED PARTNER

     SECTION 4.01. WITHDRAWAL OF LIMITED PARTNER. Except as otherwise provided
in Section 4.03 hereof, no Limited Partner shall be permitted to withdraw from
the Partnership until his interest in the Partnership is vested under paragraph
3.01(c) and then only with the approval of the General Partner, which approval
may be withheld if the General Partner does not believe that such withdrawal is
in the best interests of the other Limited Partners, whether because of the cash
position of the Partnership, the undesirability of liquidating any of the
investments of the Partnership, or otherwise. The following provisions shall
govern with respect to any withdrawals approved by the General Partner:

          (a) No such withdrawal shall be made except as of the last day of a
     fiscal year of the Partnership;

          (b) Partial withdrawals shall not be permitted and a Partner desiring
     to withdraw must withdraw his/her entire interest in the Partnership;

          (c) The Partner desiring to withdraw must notify the General Partner
     in writing at least sixty (60) days prior to the close of the fiscal year
     in which such Partner wishes to effect his/her withdrawal; and

          (d) The General Partner may, if necessary to accommodate a request for
     withdrawal by a Limited Partner, attempt to obtain a purchaser of the whole
     or a part of such Limited Partner's interest.

     SECTION 4.02. LEGAL REPRESENTATIVES. In the event any Limited Partner shall
die or shall be declared incompetent or insane or shall be adjudicated a
bankrupt, the legal representative of such Limited Partner shall upon written
notice to the General


                                       11

<PAGE>   16


Partner of the happening of any of such events become an assignee of such
Limited Partner's interest subject to all of the terms of this Agreement as then
in effect. Such legal representative may not withdraw from the Partnership
except in accordance with Section 4.01. If the General Partner does not approve
withdrawal of the interest of such legal representative, the General Partner
will use its best efforts, without legal obligation, to find another person,
suitable to the General Partner, willing to assume the Partnership interest of
such legal representative.

     SECTION 4.03. MANDATORY WITHDRAWAL. Unless the General Partner otherwise
determines, an individual Limited Partner shall be required to withdraw from the
Partnership upon the termination of his/her employment by TAH and its affiliates
prior to the vesting of his/her interest under paragraph 3.01(c), except for a
termination by reason of normal retirement under the employer's policies, death
or disability, and such Limited Partner's Partnership interest shall be
liquidated under Section 4.04 or purchased by the General Partner for retransfer
to substituted Limited Partners under Section 3.01(c)(iii).

     SECTION 4.04. LIQUIDATING SHARE. In the event any Limited Partner shall
withdraw or be required to withdraw in accordance with the provisions of this
Article IV, there shall be paid to such Limited Partner or his/her legal
representative within 60 days after the last day of the fiscal year of the
Partnership which constitutes the effective date of withdrawal, an amount equal
to such Partner's positive Capital Account balance as of the effective date of
withdrawal; provided, however, that in the event of a mandatory withdrawal under
Section 4.03, such Partner shall be paid an amount equal to the lesser of (i)
his/her Capital Contribution(s) less distributions paid to such Partner prior to
the withdrawal date, other than distributions paid under Section 3.05(a)(ii), or
(ii) his/her positive Capital Account balance.

     SECTION 4.05. CESSATION OF PARTICIPATION. From and after the effective date
of withdrawal of a Partner from the Partnership under this Article IV, no
interest shall be payable on such Partner's interest in the Partnership to the
date of payout.

                 ARTICLE V - TRANSFER OF PARTNERSHIP INTERESTS

     SECTION 5.01. ASSIGNABILITY OF INTERESTS.

          (a) Subject to the provisions of Section 4.02 hereof, the interest of
     a Limited Partner shall not be assignable without the prior written consent
     of the General Partner. No assignment shall be binding upon the Partnership
     until the General Partner receives an executed copy of such assignment in
     form and substance satisfactory to the General Partner. The assignee of
     such interest may become a substituted Limited Partner only upon the terms
     and conditions of Sections 5.02 and 9.01.


                                       12
<PAGE>   17


          (b) The interest of the General Partner shall not be assignable;
     PROVIDED, HOWEVER, that in no event shall the interest of the General
     Partner be reduced below a 1% interest in the Capital Accounts of the
     Partners and that such interest may be assigned to a successor to all or
     substantially all of the business of the General Partner the Voting Control
     of which is held by those persons then holding Voting Control of the
     General Partner upon (i) the execution by the General Partner of a written
     assignment, the execution by the successor of this Agreement, and the
     written assumption by the successor of the obligations of the General
     Partner hereunder; and (ii) the receipt by the Partnership of an opinion of
     counsel that such assignment and assumption will not result in the
     Partnership being classified as an association for Federal income tax
     purposes. In the event of such assignment, the successor shall become the
     General Partner hereunder, and the predecessor and successor General
     Partner shall cause the execution of any necessary papers including,
     without limitation, an amendment to the Certificate of Limited Partnership
     to record the substitution of the successor as General Partner.

     SECTION 5.02. SUBSTITUTED LIMITED PARTNERS. No Limited Partner shall have
the right to substitute an assignee as a Limited Partner in his/her place. The
General Partner shall have the right, in its discretion, to admit as a
substituted Limited Partner any person, firm or corporation acquiring a
partnership interest by assignment from another Limited Partner or from the
General Partner. The admission of an assignee as a substituted Limited Partner
shall be conditioned upon the assignee's written assumption of all obligations
of the assigning Limited Partner and execution of this Agreement as a Limited
Partner. Upon acceptance of a substituted Limited Partner, the General Partner
shall forthwith amend the Certificate of Limited Partnership and any other
necessary papers to show the substitution of such assignee in place of the
assigning Limited Partner. The General Partner's failure or refusal to admit an
assignee as a substituted Limited Partner shall not affect the right of such
assignee to receive the share of profits or other distribution or compensation
to which its assignor would otherwise be entitled.

     SECTION 5.03. OBLIGATIONS OF ASSIGNEE. Any assignee, irrespective of
whether such assignee has accepted and adopted in writing the terms and
provisions of this Agreement, shall be deemed by the acceptance of such
assignment to have agreed to be subject to the terms and provisions of this
Agreement in the same manner as its assignor.

              ARTICLE VI - DURATION AND TERMINATION OF PARTNERSHIP

     SECTION 6.01. DURATION. Except as provided in Section 6.03, the Partnership
shall continue for a period of twenty (20) years from and after the date hereof,
provided, however, that with the written consent of the General Partner and
Limited Partners representing at least sixty-six and two-thirds percent
(66 2/3%) of the combined Capital


                                       13
<PAGE>   18


Accounts of all the Limited Partners, the Partnership may be terminated at any
time after its first full fiscal year.

     SECTION 6.02. WITHDRAWAL OF LIMITED PARTNER. If any Limited Partner shall
withdraw, die, be declared incompetent or insane, or be adjudicated a bankrupt,
such event shall not cause the dissolution or termination of the Partnership,
and the Partnership shall continue until terminated pursuant to Section 6.01 or
Section 6.03.

     SECTION 6.03. WITHDRAWAL OF GENERAL PARTNER.

          (a) The General Partner may withdraw at any time after March 22, 2000
     by giving 90 days prior written notice to the other Partners. If Limited
     Partners whose Capital Accounts constitute in excess of 66 2/3% of all
     Capital Accounts consent in writing executed within such 90-day period to
     the continuation of the Partnership and elect a new General Partner, the
     Partnership shall not terminate but shall continue in existence as though
     no such withdrawal or filing had occurred, except that the new General
     Partner shall be substituted for the former General Partner. Any Limited
     Partner who does not consent to such continuation shall have the right to
     withdraw by giving notice within 90 days after having been notified of the
     continuation of the Partnership and shall be paid in the manner set forth
     in Section 4.04.

          (b) In the event that the Limited Partners shall have determined to
     continue the Partnership, the former General Partner (or its
     representative, successors or assigns) shall become a Limited Partner of
     the Partnership upon the effective date of such continuation to the extent
     of its then interest in the Partnership as a General Partner. Thereafter,
     except as otherwise provided below, such former General Partner (or its
     representative) shall be treated as a Limited Partner for all purposes of
     this Agreement, shall have all of the rights and obligations of a Limited
     Partner hereunder, including the right to receive allocations and
     distributions on the same basis as all other Limited Partners, and shall
     not be entitled to receive any further allocations or distributions to
     which the General Partner is entitled hereunder. Upon becoming a Limited
     Partner, such former General Partner's Capital Account and Capital
     Commitment shall initially be the same as they were on the effective date
     of such continuation. Once the General Partner ceases to be such for
     whatever reason and becomes a Limited Partner hereunder, such former
     General Partner will no longer be personally liable with respect to
     Partnership liabilities arising out of events and transactions occurring
     after its termination as General Partner (i.e., its Capital Account will be
     debited for its share, if any, as Limited Partner of the losses and
     expenses arising out of such liabilities but it will not be required to
     make additional contributions to the Partnership to satisfy such
     liabilities). However, a former General Partner will remain personally
     liable for all Partnership liabilities arising out of events and
     transactions occurring prior to such former General Partner's termination
     as General Partner (i.e., its Capital Account will be debited its share of
     losses and


                                       14
<PAGE>   19


     expenses arising out of such liabilities and it will be required to make
     additional contributions to the Partnership to the extent of a deficit in
     its Capital Account due to such liabilities arising out of events and
     transactions occurring prior to its termination).

     SECTION 6.04. LIQUIDATION. Upon the termination of the Partnership the
General Partner, or if there be no General Partner, then a person selected by
Limited Partners representing in excess of fifty percent (50%) of the combined
Capital Accounts of all Limited Partners, shall act as the liquidator (or
liquidators) of the Partnership with full power and authority to:

          (a) sell, at such prices and upon such terms as the liquidator in its
     sole discretion may deem appropriate, any or all of the Securities,
     properties and assets of the Partnership, provided that such sales shall
     only be made for cash and, when possible, consummated within ninety (90)
     days after the date of termination; and provided further that the
     liquidator shall not deal directly or indirectly with the Partnership for
     its own account without the approval in writing of all of the Limited
     Partners; and

          (b) within ninety (90) days after the date of termination or as soon
     thereafter as possible, effect distribution of the properties and assets of
     the Partnership in cash or in kind in the manner set forth in Section 6.05.

     SECTION 6.05. DISTRIBUTION UPON TERMINATION. Upon liquidation of the
Partnership, the assets of the Partnership remaining after the payment, or
reasonable provision therefor, of all Partnership liabilities (and the
establishment of reasonable reserves for contingent liabilities) shall be
distributed to the Partners in proportion to and to the extent of the positive
balances of their respective Capital Accounts. This Section 6.05 is intended to
comply with the requirements of Treasury Regulations Section
1.704-1(b)(2)(ii)(b)(2) and shall be interpreted and applied in a manner
consistent therewith.

                       ARTICLE VII - REPORTS TO PARTNERS

     SECTION 7.01. FINANCIAL RECORDS. The General Partner shall keep books of
account in which shall be entered fully and accurately the transactions of the
Partnership and financial records appropriate to the business of the
Partnership.

     SECTION 7.02. ANNUAL REPORTS. Within one hundred twenty (120) days after
the end of each fiscal year and upon liquidation of the Partnership, the General
Partner shall prepare and mail to each Partner and to each former Partner who
withdrew during the applicable fiscal year or its legal representative, a report
stating in sufficient detail such transactions effected by the Partnership
during such fiscal year as shall enable such


                                       15
<PAGE>   20


Partner or former Partner or the legal representative of such former Partner to
prepare its respective income tax returns, including:

          (a) such Partner's Capital Account balance as of the close of such
     fiscal year;

          (b) the sum of the Capital Account balances as of such date of all the
     Partners;

          (c) statement of assets and liabilities of the Partnership;

          (d) profit and loss statement;

          (e) statement of holdings of Securities of the Partnership;

          (f) a description of the nature of each of the Partnership's
     investments, the cost thereof and the valuation thereof established
     pursuant to Article VIII; and

          (g) such other financial information and documents as the General
     Partner deems appropriate, as a Limited Partner may reasonably request, or
     as is required by this Agreement and any amendments hereto.

     SECTION 7.03. INSPECTION. A Limited Partner shall have the right at
reasonable times to inspect the books and records of the Partnership and to
discuss its affairs with the agents of the General Partner.

     SECTION 7.04. TAX RETURNS. The General Partner will file all Federal, state
or other income tax returns required of the Partnership and will supply to each
Limited Partner such Partner's Form K-1 submitted with the Partner's Federal
tax return. Upon the request of any Partner, subject to the approval of the
General Partner, the Partnership shall elect, pursuant to Code Section 754, to
adjust the basis of Partnership property as permitted and provided in Code
Sections 734 and 743.

                            ARTICLE VIII - VALUATION

     SECTION 8.01. VALUATION OF PARTNERSHIP NET WORTH. In determining the net
worth of the Partnership, the value of any Partnership asset, the Capital
Accounts of the Partners, the value of any distribution, or in determining value
for any other purpose under this Agreement, the provisions of this Article VIII
shall apply.

     SECTION 8.02. VALUATION DATE. Valuation shall be determined by the
General Partner as of the close of business on the Market Day preceding the last
day of each fiscal year of the Partnership or as of the close of business on the
date with respect to


                                       16

<PAGE>   21


which valuation is to be taken, or if such day is not a Market Day, then on the
Market Day next preceding such date, as the case may be. A Market Day shall be a
day on which the New York Stock Exchange is open for regular trading. If a
valuation is taken other than in connection with the annual reports described in
Section 7.02, the General Partner shall give notice of such valuation to the
Limited Partners promptly after it is determined.

     SECTION 8.03. VALUING SECURITIES AND OTHER ASSETS. The following provisions
shall apply in valuing the assets of the Partnership:

          (a) Listed Securities which are not restricted as to saleability or
     transferability shall be valued at the closing price as of the Valuation
     Date. If any listed Security was not traded on such date, then the mean of
     the closing high bid and low asked prices as of the close of business on
     such date shall be used.

          (b) Unlisted securities which are readily marketable shall be valued
     at the mean of the closing bid and asked prices as of the Valuation Date.

          (c) Securities, whether listed or unlisted, for which market
     quotations are available, but which are restricted as to saleability or
     transferability, shall be valued as provided in (a) and (b) above, less a
     discount of from ten percent (10%) to twenty-five percent (25%) of the
     value thereof as determined in good faith by the General Partner. In
     determining the amount of such discount the General Partner shall give
     consideration to the nature and length of such restriction and the relative
     volatility of the market price of such Security.

          (d) Securities for which market quotations are not readily available
     and all other assets of the Partnership shall be valued at a fair value as
     determined in good faith by the General Partner.

          (e) Interests in other partnerships shall be valued by each
     partnership at the times and upon the terms provided in its partnership
     agreement unless the General Partner of this Partnership otherwise
     determines.

          (f) Liabilities shall include, in addition to those recorded on the
     books of the Partnership, such other accrued or contingent liabilities as
     shall be determined in accordance with generally accepted accounting
     principles.

          (g) In determining the value of the interest of any Partner in the
     Partnership, neither the goodwill nor the right to use the firm name or
     trade name of the Partnership shall be considered as an asset of the
     Partnership.

                           ARTICLE IX - MISCELLANEOUS



                                       17
<PAGE>   22


     SECTION 9.01. ADMISSION OF LIMITED PARTNERS. Except as provided in this
Section, no new Limited Partner shall be admitted to the Partnership and no
additional contribution of capital by a Limited Partner to the Partnership shall
be accepted.

          (a) ADDITIONAL LIMITED PARTNERS. Additional Limited Partners may be
     admitted in the discretion of the General Partner as of the first day of
     July or the first day of January of any year and the interest of such
     additional Limited Partner in the Partnership shall be established by
     creating a Capital Account for such additional Limited Partner as of that
     day in an amount equal to the contribution made by such additional Limited
     Partner to the Partnership.

          (b) SUBSTITUTED LIMITED PARTNERS. Substituted Limited Partners may
     also be admitted in the discretion of the General Partner by assignment or
     transfer of the interest of a Limited Partner or the General Partner in
     accordance with Article V or Sections 3.01(c)(iii), 4.01(d) or 4.02, in
     which case the substituted Limited Partner will take over the Capital
     Account of his assignor or transferor.

          (c) PROCEDURE. The admission of a new Limited Partner, whether an
     additional Limited Partner or a substituted Limited Partner, shall be
     accomplished in accordance with the following procedures: Each Limited
     Partner so admitted shall (i) sign a counterpart copy of this Agreement,
     which shall be accepted by its execution by the General Partner, as well as
     any other documents required by the General Partner, and (ii) make
     payment of his/her Capital Commitment, or purchase price in the case of a
     substituted Limited Partner, as determined by the General Partner, and
     (iii) an amendment to the Partnership's Certificate of Limited Partnership
     shall be filed to reflect such addition. Each such new Limited Partner
     shall thereafter be entitled to and subject to all the rights and
     liabilities of Limited Partners as set forth herein.

     SECTION 9.02. DISPUTED MATTERS. Any controversy or dispute out of this
Agreement, interpretation of any of the provisions hereof, or the actions of the
General or Limited Partners hereunder shall be submitted to arbitration before
the National Association of Securities Dealers, Inc. ("NASD") under the rules
then obtaining of the NASD. If the NASD refuses to accept jurisdiction of the
matter, then the dispute shall be submitted to arbitration before the American
Arbitration Association under the rules then obtaining of said Association. Any
such arbitration shall be held in Boston, Massachusetts, and judgment upon any
award thus obtained may be entered in any court having jurisdiction thereof. In
any such arbitration each party to the arbitration shall bear its own expenses,
including expenses of attorneys, financial experts and other witnesses; and any
arbitration fees and expenses of the arbitrators shall be divided equally
between the disputing parties.

     SECTION 9.03. PAYMENTS IN KIND. In the event the Partnership is required or
elects to make a payment or other distribution to or on behalf of any Partner or
to the legal representative, liquidator, or receiver of any deceased,
incompetent, insane or


                                       18

<PAGE>   23


bankrupt Partner, the General Partner may (but shall not be obligated to) make
such payment or distribution, either wholly or partially, in Securities or other
property of the Partnership. The amount of any such payment or distribution
shall be deemed to be equal to the value of such securities or other property,
as determined under Article VIII, as of the effective date of their distribution
to or on behalf of the Partner or the Partner's legal representatives and the
decisions of the General Partner with respect to in-kind payments, including
decisions with respect to selection, apportionment and valuation of Securities
or other property, shall be conclusive and binding upon all Partners.

     SECTION 9.04. GENERAL. This Agreement: (a) shall be binding on the
executors, administrators, estates, heirs and legal successors of the Partners;
(b) shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts; (c) may be executed in more than one counterpart
as of the day and year first above written; provided, however, that each
separate counterpart shall have been executed by the General Partner; and (d)
contains the entire Agreement among the Partners relating to the subject matter
hereof. The waiver of any of the provisions, terms or conditions contained in
this Agreement shall not be considered as a waiver of any of the other
provisions, terms or conditions hereof.

     SECTION 9.05. NOTICES.

          (a) TO THE PARTNERS. Any notice to be given hereunder by the
     Partnership to any Partner shall be in writing and signed by the General
     Partner. Any such notice shall be conclusively deemed to have been given if
     either delivered in person to such Partner or mailed by registered or
     certified mail to such Partner at such Partner's address set forth in
     Exhibit A. Any Partner may change their address for notice by written
     notice to the Partnership.

          (b) TO THE PARTNERSHIP. Any notice to be given hereunder to the
     Partnership shall be in writing and signed by the Partner giving notice.
     Any such notice shall be conclusively deemed to have been given if
     delivered in person or mailed by registered or certified mail, postage
     prepaid to the General Partner at its address set forth in Exhibit A, or
     such other address as the General Partner may from time to time designate
     by notice to all Partners.

     SECTION 9.06. EXECUTION OF CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER
DOCUMENTS. The General Partner agrees to prepare and file and the Partners agree
to execute a certificate of limited partnership, any amendments thereto, and
such other instruments, documents and papers as the General Partner deems
necessary or appropriate to carry out the intent of this Agreement, and to take
such other action as the General Partner deems appropriate to maintain the
Partnership's status as a Limited Partnership under the ULPA.


                                       19
<PAGE>   24


     SECTION 9.07. FORCE MAJEURE. Whenever any act or thing is required of the
Partnership hereunder within any specified period of time, the Partnership shall
be entitled to such additional period of time to do such acts or things as shall
equal any period of delay resulting from causes beyond the reasonable control of
the Partnership, including, without limitation, bank holidays, actions of
governmental agencies, closing the New York Stock Exchange at times other than
normal closing dates, and financial crises of a nature materially affecting the
purchase and sale of Securities.

     SECTION 9.08. AMENDMENTS. Except as otherwise specifically provided herein,
the terms and provisions of this Agreement may be modified or amended at any
time and from time to time only with the written consent of (1) the General
Partner and (2) Limited Partners (excluding TAH) representing in excess of fifty
percent (50%) of the combined Capital Accounts of all Limited Partners insofar
as is consistent with the laws governing this Agreement; provided, however, that
without the specific written consent of each Partner adversely affected thereby
no such modification or amendment shall (i) increase the obligation of a Limited
Partner beyond that set forth in Section 1.04, (ii) reduce the Capital Account
of any Partner or its rights to distribution and withdrawal with respect
thereto; or (iii) amend Section 1.05 to permit Partnership activities which
would subject a Limited Partner to Federal or state taxation which such Partner
would not be subject to in the absence of such activity. Without unanimous
consent no amendment or modification may be made (x) which would cause the
Partnership to cease to be a Limited Partnership under applicable state law or
(y) which would amend this Section 9.08.

     SECTION 9.09. HEADINGS. Article, Section, Paragraph and Subparagraph
headings are for convenience of reference only, and are not part of this
Agreement, and shall not be considered in interpreting this Agreement.

     SECTION 9.10. POWER OF ATTORNEY. Each Limited Partner does hereby
constitute and appoint John H. Goldsmith, Kevin J. McKay and Dennis O'Connor and
each of them, its true and lawful representative, in its name, place and stead,
to make, execute, sign, acknowledge, deliver and file all such instruments,
documents and certificates which may from time to time be required by the laws
of the United States of America, the Commonwealth of Massachusetts, or any other
state in which the Partnership shall determine to do business, or any political
subdivision or agency thereof, to effectuate, implement and continue the valid
and subsisting existence of the Partnership, including, without limitation, a
Certificate of Limited Partnership and amendments thereto and any such
certificate or amendment filed for the purpose of admitting the undersigned as
Limited Partners of the Partnership.


                                       20
<PAGE>   25


     IN WITNESS WHEREOF, the General Partner and the Limited Partners have
hereunto set their hands and seals as of the date first set forth above.



                                   GENERAL PARTNER
                                   ---------------

                                   Tucker Anthony Holding Corporation

                                   By: _________________________________


                                   LIMITED PARTNER
                                   ---------------

                                   _____________________________________

                                   _____________________________________
                                   (Print Name)

                                   S.S.#________________________________

                                   Allocation Accepted: $
                                                         ===============

STATE OF           )
                   ) ss.
COUNTY OF          )

     Then personally appeared before me _____________, known to me, and
acknowledged the same to be his/her free act and deed.



                                   _____________________________________
                                   Notary



                                       21
<PAGE>   26



                                   EXHIBIT A
                                   ---------

                                GENERAL PARTNER



                                                                  Capital
Name                                Address                    Contribution
----                                -------                    ------------

Tucker Anthony Holding          One Beacon Street              1% of total
   Corporation                  Boston, MA 02109               Capital as
                                                               General
                                                               Partner



                                LIMITED PARTNERS



                                                                  Capital
Name                               Address                     Contribution
----                               -------                     ------------

                                                                 $_______