EXHIBIT 10.3


SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT



THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT ("Amendment") is
entered into as of July 14, 2006, by and between TECHNOLOGY SQUARE FINANCE, LLC,
a Massachusetts limited liability company ("Seller") and ARE-MA REGION
NO. 31, LLC, a Delaware limited liability company ("Buyer").  


R E C I T A L S


WHEREAS, Seller and Buyer entered into that certain Purchase and Sale
Contract dated as of July 3, 2006, as amended by a First Amendment to Purchase
and Sale Contract (the "First Amendment") dated as of July 10, 2005 (as
so amended, the "Agreement") with respect to certain real and personal
property (the "Property") located at Technology Square, Cambridge,
Massachusetts, which Property is more particularly described in the Agreement;
and 


WHEREAS, Seller and Buyer have agreed to amend the Agreement as more
particularly set forth below.


NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, Seller and Buyer hereby amend the
Agreement as follows:


1. Capitalized Terms.  Capitalized terms not defined herein shall have
the meanings ascribed to them in the Agreement.


2. Expiration of Due Diligence Period.  Buyer hereby acknowledges that
the Due Diligence Period has expired, and hereby waives its right to terminate
the Agreement under the provisions of Section 7.3 thereof.


3. Additional Seller Deliveries at Closing.  Seller and Buyer hereby
agree that Seller shall deliver the following additional documents at the
Closing in accordance with the terms of Section 6.2 of the Agreement:


	An original Estoppel Certificate and Agreement executed by Charles Stark
Draper Laboratory, Inc. ("Draper") and Seller, substantially in the form
attached hereto as Exhibit A and in substance reasonably acceptable to
Buyer, confirming (i) the status of that certain Reciprocal Easement Agreement
between Seller and Draper (the "Draper REA") and certain factual matters
relative thereto, and (ii) Seller's delegation to Buyer of Seller's rights under
both the Draper REA and that certain Foundation, Grade Beam and Encroachment
Agreement between Seller and Draper (the "Draper Estoppel and Delegation
Agreement");
	 Such original affidavits as are reasonably required by the Title Company to
extinguish of record any rights in the following expired leases: (i) Lease dated
as of January 24, 2003 between Seller, as landlord, and Polcari's of Cambridge,
Inc., as tenant, for approximately 11,100 square feet in Building 300, and (ii)
Lease dated as of May 16, 2000, between Seller, as landlord, and Progress
Software Corporation, as tenant, for approximately 2,829 square feet in Building
400;
	Two (2) original counterparts of a Resignation of Trustee of the Technology
Square Condominium, in a form appropriate for recording and/or filing and
reasonably acceptable to Buyer and Buyer's counsel;
	Two (2) original counterparts of an Appointment of Trustee of the Technology
Square Condominium, appointing ARE-Tech Square Trustee, LLC as Trustee, in a
form appropriate for recording and/or filing and reasonably acceptable to Buyer
and Buyer's counsel;
	Two (2) original counterparts of a Confirmation of Expiration of Declarant
Rights under the Technology Square Condominium Master Deed and Declaration of
Trust, in the form of Exhibit B attached hereto;
	An original Assignment and Assumption of Steam Contracts, with respect to
certain steam contracts between Seller and Dalkia Energy Services, LLC
("Dalkia"), executed by Seller, in the form of Exhibit C attached
hereto (the "Dalkia Steam Assignment");
	An original Assignment and Assumption of Electricity Contract, with respect
to that certain electricity contract between Seller and Select Energy, Inc.
("Select"), executed by Seller, in the form of Exhibit D attached
hereto (the "Select Electricity Assignment");
	A original written consent to the Dalkia Steam Assignment, executed by
Dalkia, in form and substance reasonably acceptable to Buyer and Buyer's counsel
(the "Dalkia Consent"); and
	A original written consent to the Select Electricity Assignment, executed by
Select, in form and substance reasonably acceptable to Buyer and Buyer's counsel
(the "Select Consent").
	An original certificate, executed by Seller, in the form of Exhibit E
attached hereto (the "Updated Seller Zoning Certificate"), confirming the
legal compliance of the Property, including the new construction at Building 200
and Building 500;
	An original certificate, executed by Sasaki Associates, Inc., in the form of
Exhibit F attached hereto (the "Updated Sasaki Zoning
Certificate"), which is consistent with the Sasaki Certificate attached to
the BRBI Opinion, confirming the legal compliance of the Property, including the
new construction at Building 200 and Building 500 (which Certificate may rely
upon a certification provided by Arrowstreet, Inc. as to the dimensions of the
new construction at Building 200 and Building 500); and
	Two (2) original counterparts of a First Amendment to Development Agreement,
executed by Seller, in the form of Exhibit G attached hereto (the "First
Amendment to Development Agreement").



4.  Additional Buyer Deliveries at Closing.  Seller and Buyer hereby
agree that Buyer shall deliver the following additional documents at the Closing
in accordance with the terms of Section 6.3 of the Agreement:


	Two (2) original counterparts of an Acceptance of Appointment of Trustee of
the Technology Square Condominium, executed by ARE-Tech Square Trustee, LLC as
Trustee, in a form appropriate for recording and/or filing and reasonably
acceptable to Seller and Seller's counsel;
	An original Dalkia Steam Assignment, executed by Buyer;
	An original Select Electricity Assignment, executed by Buyer; and
	Two (2) original counterparts of the First Amendment to Development
Agreement, executed by Buyer.



5.  Additional Condition to Buyer's Obligations.  Section 8.1 of the
Agreement is hereby amended by adding the following new conditions to Buyer's
obligations under the Agreement as Subsection (i) after the end of Subsection
(h) and before the beginning of the last paragraph of said Section 8.1:


"(i) Seller shall (i) have provided satisfactory evidence to Buyer of the
payment in full of the existing equipment loan to Deere Credit, Inc., with
respect to three (3) pieces of maintenance equipment used in connection with the
Property (the "Equipment Financing"), (ii) have filed UCC-3 Termination
Statements in the appropriate filing office terminating the UCC-1 Financing
Statements of record with respect to the Equipment Financing, and (iii) convey
clear title to said maintenance equipment to the Buyer Entity at Closing."



6.  Additional Seller Representations and Warranties.  Section 12.1 of
the Agreement is hereby amended by adding the following new representations and
warranties of Seller to Buyer under the Agreement as Subsections (i) through (k)
after the end of Subsection (h) and before the beginning of Section 12.2 of the
Agreement:

"(i) Technology Square Condominium Trustee, LLC, the Trustee of the
Technology Square Condominium (the "Condominium"), has not entered into
any contracts or agreements that would materially and adversely affect the
operation of the Condominium, or that would bind the Condominium after the
Closing.


(j)The working capital fund for the Condominium (which is to equal 1/6 of
the estimated annual Condominium charges), which fund was to have been
established pursuant to the terms of the Declaration of Trust and By-Laws of the
Technology Square Condominium Trust, as amended, has not yet been
established.


(k)The Parking Matrix (as defined below) represents in all material
respects a complete and accurate summary of the total number of parking spaces
at the Property.  As used herein, the term "Parking Matrix" shall mean
and refer to the summary of parking facilities at the Property attached to the
First Amendment as Exhibit H." 


7.  Limited Liability Company Agreement.  Section 5.3, Section 8.1(e) and
Section 8.2(e) of the Agreement are hereby deleted and the following Section 5.3
is substituted therefor:

"Section 5.3.  Buyer Entity Formation.  The parties intend to
enter into a limited liability company agreement ("LLC Agreement") for the
purpose of forming the entity ("Buyer Entity") to which title will be
transferred at the Closing.  Title to the Property shall be transferred
directly from Seller to the Buyer Entity at the time of Closing.  It shall
be a condition to the obligations of Seller that the LLC Agreement is in
form acceptable to Seller in its reasonable discretion prior to Closing, and
it shall be a condition to the obligations of Buyer that the LLC Agreement
is in form acceptable to Buyer in its sole and absolute discretion prior
to Closing."


8.  Post Closing Title  and Condominium Matters.




(a)De-registration of Title.  Seller and Buyer hereby confirm
their agreement that Seller shall diligently pursue and cause to be completed,
at Seller's sole cost and expense and as soon as is reasonably practicable
following the date hereof, the de-registration of title to that portion of the
Property which currently consists of registered land (the "De-
registration").  Seller shall use diligent efforts to file with the Land
Court Registry District any and all documents required to complete the De-
registration at or prior to Closing; provided, however, that in the event Seller
is unable, after diligent efforts, to complete the De-registration at or prior
to Closing, Seller shall diligently pursue the completion of the De-Registration
as soon as is reasonably practicable following the Closing.  Buyer hereby agrees
to cooperate with Seller in Seller's efforts to complete the De-
registration.



(b)Relocation of Sewer Easement.  Seller and Buyer hereby
agree that from and after the date of the Closing, Seller, at its sole cost and
expense, shall use diligent efforts to obtain and cause to be recorded and/or
filed (as appropriate) an instrument and plan reasonably acceptable to Buyer,
which relocates the existing easement for sewer purposes contained in that
certain Instrument dated June 6, 1960 and recorded with the Middlesex South
District Registry of Deeds in Book 9614, Page 354, as amended (the "Sewer
Easement"), to a location which does not result in an encroachment over the
Sewer Easement by any of the Buildings or Improvements located on the Property.
Buyer hereby agrees to cooperate with Seller in Seller's efforts to obtain the
relocation of the Sewer Easement (the "Relocation"), and Seller and Buyer
hereby agree that Buyer shall have the right to review and approve the
Relocation and any related plans prior to Seller's submission of same for
recording and/or filing.  In the event Seller is unable, after diligent efforts,
to obtain and cause to be recorded and/or filed (as appropriate) the Relocation
prior to the date that is one hundred twenty (120) days following the date of
the Closing, Buyer shall thereafter have the right to seek to obtain the
Relocation on Seller's behalf and at Seller's expense, and Seller shall promptly
reimburse Buyer for Buyer's costs incurred in connection with obtaining and
recording and/or filing the Relocation.



(c)Termination of Steam Pipe Easement.  From and after the
date hereof, Seller shall use diligent efforts to determine whether the steam
pipe easement located along the easterly boundary of the Property and referenced
in that certain Agreement between New York Central Railroad Company and
Cambridge Steam Corporation dated as of December 15, 1985 (the "Steam Pipe
Easement"), is unused, and, if so, whether it has expired in accordance with
its terms.  In the event Seller determines that the Steam Pipe Easement has
expired, Seller shall use diligent efforts to obtain and cause to be recorded
and/or filed (as appropriate) an instrument reasonably acceptable to Buyer which
terminates the Steam Pipe Easement (the "Termination").  Buyer hereby
agrees to cooperate with Seller in Seller's efforts to obtain the Termination,
and Seller and Buyer hereby agree that Buyer shall have the right to review and
approve the Termination and any related plans prior to Seller's submission of
same for recording and/or filing.  In the event Seller is unable, after diligent
efforts, to obtain and cause to be recorded and/or filed (as appropriate) the
Termination prior to the date that is one hundred twenty (120) days following
the date of the Closing, Buyer shall thereafter have the right to seek to obtain
the Termination on Seller's behalf and at Seller's expense, and Seller shall
promptly reimburse Buyer for Buyer's costs incurred in connection with obtaining
and recording and/or filing the Termination. 



(d)Third Amendment to Master Deed.  Prior to Closing, Seller,
Buyer, and MIT Real Estate LLC shall agree upon the terms of a proposed Third
Amendment to Master Deed for the Technology Square Condominium.  Seller agrees
to cooperate with Buyer in seeking the consent of the Lender to the Third
Amendment after the Closing.  Upon such approval, Seller, MIT Real Estate LLC
and Buyer shall execute the Third Amendment and Buyer shall cause the same to be
recorded and registered with the Middlesex South Registry.

9.  Counterparts.  This Amendment may be executed in one or more
counterpart copies, all of which counterparts shall have the same force and
effect as if all parties hereto had executed a single copy of this Amendment.



10.  Ratification.  Except as amended hereby, the Agreement shall remain
in full force and effect.



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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.


SELLER:

TECHNOLOGY SQUARE FINANCE, LLC, a Massachusetts limited
liability company


By:Massachusetts Institute of Technology, 

a Massachusetts charitable corporation, 

its Manager

By:   /s/ Steven C. Marsh

Name:  Steven C. Marsh

Its:  Managing Director, Real Estate













BUYER:


ARE-MA REGION NO. 31, LLC, a Delaware limited

liability company



By:Alexandria Real Estate Equities, L.P., 

a Delaware limited partnership, 

its Managing Member



By:ARE-QRS Corp., 

a Maryland corporation,

its General Partner



By:  /s/ Jennifer Pappas 

Name:  Jennifer Pappas 

Its: V.P. & Assistant Secretary     













The undersigned hereby joins in this Second Amendment to confirm its
agreement to be bound by the provisions of Section 8(d) above.

MIT REAL ESTATE, LLC, a Massachusetts limited liability company


By:Massachusetts Institute of Technology, 

a Massachusetts charitable corporation, 

its Manager


By:  /s/ Steven C. Marsh

   Name:  Steven C. Marsh 

Its: Managing Director, Real Estate













Acknowledgement by Escrow Agent



Escrow Agent acknowledges the terms of the foregoing Amendment, and agrees to
continue to be bound by those terms of the Agreement applicable to the Escrow
Agent.


ESCROW AGENT:


Chicago Title Insurance Company


By:  /s/ Gus Aguilar

Name:  Gus Aguilar 

Its:  AVP/Senior Escrow Officer