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                                                                    Exhibit 10.5

                           ADVISORY SERVICES AGREEMENT

     ADVISORY SERVICES AGREEMENT (the "Agreement"), made as of _______________,
2003, by and between BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC., a
Maryland corporation (the "Company"), and BOSTON CAPITAL REIT ADVISORS, LLC, a
Delaware limited liability company (the "Advisor").

                                   WITNESSETH:

     WHEREAS, the Company will file with the Securities and Exchange Commission
a registration statement on Form S-11 (the "Registration Statement"), to
register its shares of common stock, par value $0.001 per share (the "Shares"),
to be offered to the public, the proceeds from which will be invested by the
Company, and the Company may thereafter sell additional securities or otherwise
raise additional capital; and

     WHEREAS, the Company intends to qualify as a "real estate investment
trust", as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), and to invest its funds in investments permitted by the terms of the
Registration Statement; and

     WHEREAS, the Company desires to avail itself of the experience, resources,
advice, assistance and certain facilities available to the Advisor and to have
the Advisor undertake the duties and responsibilities hereinafter set forth, on
behalf of and subject to the supervision of the Company's Board of Directors,
all as provided herein; and

     WHEREAS, the Advisor is willing to undertake to render such services,
subject to the supervision of the Board of Directors, on the terms and
conditions hereinafter set forth.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   APPOINTMENT. The Company hereby appoints the Advisor to serve as its
          investment and management advisor on the terms and conditions set
          forth in this Agreement, and the Advisor hereby accepts such
          appointment.

     2.   DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts
          to present to the Company potential investment opportunities primarily
          in real property and other real estate investments as well as provide
          a continuing and suitable investment program consistent with the
          investment policies and objectives of the Company as determined and
          adopted from time to time by the Board of Directors. In performance of
          this undertaking, subject to the supervision and direction of the
          Board of Directors, and consistent with the Registration Statement,
          the Advisor shall, pursuant to delegated authority:

          (a)     obtain or provide such services as may be required to
                  administer the daily operations of the Company;

          (b)     identify investment opportunities for the Company which are
                  consistent with its investment objectives and policies;

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          (c)     serve as the Company's investment and financial advisor and
                  provide reports with respect to the Company's portfolio of
                  investments, including, but not limited to, the making of
                  investments in real properties and other real estate
                  investments, as described in the Registration Statement;

          (d)     on behalf of the Company, investigate, select, engage and
                  conduct relations with such persons as the Advisor deems
                  necessary to the proper performance of its obligations
                  hereunder, including, but not limited to, consultants,
                  investors, builders, developers, banks, borrowers, lenders,
                  fiduciaries, financial service companies, mortgagors, brokers,
                  accountants, attorneys, appraisers and others, including its
                  and the Company's affiliates;

          (e)     consult with the Company's officers and directors and assist
                  the Company's Board of Directors in the formulation and
                  implementation of the Company's investment and other policies,
                  and furnish the officers and directors with advice and
                  recommendations concerning the making of investments
                  consistent with the investment policies and objectives of the
                  Company;

          (f)     structure and negotiate the terms of investments in real
                  properties and other real estate investments and obtain the
                  Board of Directors' approval of investments as provided in the
                  Registration Statement, but always consistent with the
                  investment policies and objectives of the Company;

          (g)     obtain from third parties or its affiliates, property
                  management services for the Company's investments in real
                  property;

          (h)     obtain for or provide to the Company such services as may be
                  required in acquiring, managing and disposing of investments,
                  including, but not limited to, the negotiation of purchase
                  contracts and services related to the acquisition of real
                  property and other real estate investments by the Company and
                  its affiliates, disbursing and collecting the funds of the
                  Company, paying the debts and fulfilling the obligations of
                  the Company and handling, prosecuting and settling any claims
                  of the Company and such other services as the Company may
                  require;

          (i)     advise the Company concerning its negotiations with investment
                  banking firms, securities brokers or dealers and other
                  institutions or investors for public or private sales of the
                  Company's securities, or in obtaining investments for the
                  Company, but in no event in such a way that the Advisor could
                  be deemed to be acting as a dealer or underwriter as those
                  terms are defined in the Securities Act of 1933, as amended;

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          (j)     obtain or perform current appraisals for each potential
                  investment in real property or other real estate investment;

          (k)     do all things necessary to assure its ability to render the
                  services contemplated herein, including providing the office
                  space, furnishings and personnel necessary for the performance
                  of the foregoing services as Advisor;

          (l)     from time to time, or at any time reasonably requested by the
                  Company's Board of Directors, make reports to the Board of
                  Directors of its performance of the foregoing services; and

          (m)     within 30 days after the end of each fiscal quarter of the
                  Company, submit to the Company's Board of Directors a
                  statement of the Company's sources of income during such
                  fiscal quarter and make recommendations concerning changes, if
                  any, in the Company's investments to permit the Company to
                  satisfy the requirements of Sections 856(c)(2), 856(c)(3) and
                  856(c)(4) of the Code (such statement of income may be based
                  upon information supplied by independent contractors of the
                  Company to the extent applicable).

     3.   NO PARTNERSHIP OR JOINT VENTURE. The Company and the Advisor are not
          partners or joint venturers with each other and nothing herein shall
          be construed so as to make them such partners or joint venturers or
          impose any liability as such on either of them or their affiliates.

     4.   CERTAIN GUIDELINES. The Advisor shall endeavor to ensure, with respect
          to the Company's investments, that: (a) an appropriate policy of title
          insurance is obtained with respect to any real property investment
          (singly, a "Property," and collectively, the "Properties") acquired by
          the Company, or an opinion of counsel as to such title is obtained;
          (b) any Property acquired by the Company is duly insured against loss
          or damage by fire, with extended coverage, and against such other
          insurable hazards and risks as are customary and appropriate in the
          circumstances; (c) a majority of the Company's Board of Directors
          (including a majority of the Independent Directors, as defined below)
          approves, in advance, any investment (other than with respect to the
          initial Properties (as described in the Registration Statement) by the
          Company, on the one hand, with the Advisor or any of its affiliates,
          on the other hand; (d) the Company does not make any loans to the
          Advisor or any of its affiliates; (e) the Company's ratio of
          debt-to-total-assets, at the time of the incurrence of any
          indebtedness, does not exceed 75%; and (f) investments in any one
          Property acquired after the acquisition of the initial Properties
          described in the Registration Statement do not exceed 25% of the value
          of the Company's total assets at the time of its acquisition,
          provided, however, that this limitation shall not preclude the
          acquisition of multiple-building Properties or a group of Properties
          in a purchase from a single seller in transactions that exceed this
          limit. An Independent Director is a Director who is not and within the
          last two years has not been directly or indirectly associated

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          with the Advisor by virtue of (i) ownership of an interest in the
          Advisor or its affiliates, (ii) employment by the Advisor or its
          affiliates, (iii) service as an officer or director of the Advisor or
          its affiliates, (iv) performance of services, other than as a
          Director, for the Company, (v) service as a director or trustee of
          more than three real estate investment trusts advised by the Advisor,
          or (vi) maintenance of a material business or professional
          relationship with the Advisor or any of its affiliates. A business or
          professional relationship is considered material if the gross revenue
          derived by the Director from the Advisor and affiliates exceeds 5% of
          either the Director's annual gross revenue during either of the last
          two years or the Director's net worth on a fair market value basis. An
          indirect relationship shall include circumstances in which a
          Director's spouse, parents, children, siblings, mothers- or
          fathers-in-law, sons- or daughters-in-law, or brothers- or
          sisters-in-law are or have been associated with the Advisor, any of
          its affiliates, or the Company.

     5.   REIT QUALIFICATION. Notwithstanding anything to the contrary in this
          Agreement, the Advisor shall use its best efforts to refrain from
          taking any action (including, without limitation, the furnishing or
          rendering of services to tenants of a Property or managing or
          operating a Property) which, in its judgment, made in good faith and
          with the exercise of reasonable care, would: (a) adversely affect the
          status of the Company as a "real estate investment trust" under the
          Code and all rules and regulations promulgated thereunder; (b) violate
          any law, rule, regulation or statement of policy of any governmental
          body or agency having jurisdiction over the Company or over its
          securities, of which the Advisor should reasonably be aware; or (c)
          otherwise not be permitted by the Registration Statement or the
          Company's Articles of Incorporation or Bylaws, each as they may be
          amended from time to time, except if such action shall be ordered by
          the Company's Board of Directors, in which event the Advisor shall
          promptly notify the Board of Directors of the Advisor's judgment that
          such action would adversely affect the status of the Company as a
          "real estate investment trust" under the Code and shall refrain from
          taking such action, unless, but only to the extent that, the Advisor
          receives specific written instructions from the Board of Directors
          expressly ordering that the action be taken, notwithstanding such
          notification by it to the Board of Directors. In such event the
          Advisor shall have no liability for acting in accordance with the
          specific written instructions of the Directors so given.

     6.   INVESTMENT COMPANY STATUS. Notwithstanding anything to the contrary in
          this Agreement, the Advisor shall use its best efforts to refrain from
          any action which, in its judgment, made in good faith and in the
          exercise of reasonable care, would cause the Company to be required to
          register as an investment company under the Investment Company Act of
          1940, as amended, except where such action has been ordered by the
          Company's Board of Directors, in which event the Advisor shall
          promptly notify the Board of Directors of the Advisor's judgment that
          such action might require such registration and shall refrain from
          taking such action, unless, but only to the extent that, the Advisor
          receives specific written instructions from the Board of Directors
          expressly ordering that

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          the actions be taken, notwithstanding such notification by it to the
          Board of Directors. In such event, the Advisor shall have no liability
          for acting in accordance with the specific written instructions of the
          Board of Directors so given.

     7.   BANK ACCOUNTS. The Advisor may establish and maintain one or more bank
          accounts in its own name or in the name of the Company and may collect
          and deposit into any such account or accounts, and disburse from any
          such account or accounts, any money on behalf of the Company, under
          such terms and conditions as the Company's Board of Directors may
          approve. However, the Advisor shall not commingle any of the funds in
          such account with those of the Advisor or of other entities managed by
          the Advisor. Further, the Advisor shall, from time to time, render to
          the Board of Directors and to the auditors of the Company a complete
          accounting of such collections and disbursements.

     8.   INFORMATION FURNISHED TO THE ADVISOR. The Company's Board of Directors
          shall at all times keep the Advisor fully informed concerning the
          investment and capitalization policies of the Company and the
          intentions of the Board of Directors concerning the future activities
          and investments of the Company. The Company shall furnish the Advisor
          with a certified copy of all financial statements, a signed copy of
          each report prepared by independent certified public accountants and
          such other information with regard to the Company's affairs as the
          Advisor may from time to time reasonably request.

     9.   CONSULTATION AND ADVICE. In addition to the services described above,
          the Advisor shall consult with the Company's Board of Directors and
          shall, at the request of the Board, furnish advice and recommendations
          with respect to other aspects of the business and affairs of the
          Company.

     10.  COMPENSATION. For rendering the services described herein, the Company
          shall pay to the Advisor the following (with the approval of the
          Company's Independent Directors and the concurrence of the Advisor,
          the fees referred to in this Section 10 paid by the Company to the
          Advisor in Shares at net asset value or by Company debt instruments):

          (a)     Organization and Offering Expenses. The Company shall
                  reimburse the Advisor for all organization and offering
                  expenses advanced by the Advisor up to a maximum of 3.0% of
                  Gross Offering Proceeds (as defined below).

          (b)     ASSET MANAGEMENT FEE. The Company shall pay to the Advisor as
                  compensation for the advisory services rendered to the Company
                  under Paragraph 2 above a monthly asset management fee in an
                  amount equal to 1/12th of 0.75% of the Company's Real Estate
                  Asset Value (as defined below) (the "Asset Management Fee") as
                  of the end of the preceding month. Real Estate Asset Value
                  equals the amount actually paid or allocated to the purchase,
                  development, construction or improvement of

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                  the Properties wholly-owned by the Company, including the
                  outstanding principal amount of any mortgage indebtedness on
                  the Properties assumed upon the purchase of the properties,
                  and, in the case of Properties owned by any joint venture or
                  partnership in which the Company is a co-venturer or partner,
                  the Company's portion of such amount actually paid or
                  allocated with respect to such Properties, exclusive of
                  Acquisition Fees and Acquisition Expenses (each as defined
                  below). The Asset Management Fee shall be payable monthly on
                  the last day of such month, or the first business day
                  following the last day of such month, and will be based on the
                  Real Estate Asset Value determined on the last day of the
                  prior month. The Asset Management Fee, which will not exceed
                  fees which are competitive for similar services in the same
                  geographic area, may or may not be taken, in whole or in part
                  as to any year, in the sole discretion of the Advisor. All or
                  any portion of the Asset Management Fee not taken as to any
                  fiscal year shall be deferred without interest and may be
                  taken in such other fiscal year as the Advisor shall
                  determine.

          (c)     ACQUISITION FEE. The Advisor may receive, as compensation
                  payable by the Company for services rendered in connection
                  with the investigation, selection and acquisition (by
                  purchase, investment or exchange) of Properties, acquisition
                  fees in an amount equal to up to 3.0% of Gross Offering
                  Proceeds ( "Acquisition Fees") and acquisition expenses in an
                  amount equal to up to 0.5% of Gross Offering Proceeds
                  ("Acquisition Expenses"). Gross Offering Proceeds shall mean
                  the aggregate purchase price of all Shares sold for the
                  account of the Company through the offering contemplated by
                  the Registration Statement, without deduction for selling
                  commissions, volume discounts, dealer-manager fees or
                  organization and offering expenses. For the purpose of
                  computing Gross Offering Proceeds, the purchase price of any
                  Share sold pursuant to the Registration Statement for which
                  reduced selling commissions are paid to the dealer-manager or
                  any other broker-dealer (where net proceeds as to the Company
                  are not reduced) shall be deemed to be $10.00. In connection
                  with the purchase of a Property, the total of all Acquisition
                  Fees and Acquisition Expenses shall not exceed an amount equal
                  to 6.0% of the contract price of the Property.

          (d)     SUBORDINATED DISPOSITION FEE. If the Advisor or an affiliate
                  provides a substantial amount of the services (as determined
                  by a majority of the Company's Independent Directors) in
                  connection with the sale of one or more Properties, the
                  Advisor or an affiliate shall receive a subordinated
                  disposition fee equal to the lesser of (i) one-half of a
                  competitive real estate commission, or (ii) 3.0% of the sales
                  price of such Property or Properties ("Subordinated
                  Disposition Fee"). The Subordinated Disposition Fee will be
                  paid only if stockholders have received total dividends in an
                  amount equal to 100% of their aggregate invested capital

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                  plus a 6.0% annual cumulative non-compounded return on their
                  net invested capital (the "Stockholders' 6.0% Return"). To the
                  extent that Subordinated Disposition Fees are not paid by the
                  Company on a current basis due to the foregoing limitation,
                  the unpaid fees will be accrued and paid at such time as the
                  subordination conditions have been satisfied. The Subordinated
                  Disposition Fee may be paid in addition to real estate
                  commissions paid to non-affiliates, provided that the total
                  real estate commissions paid to all persons by the Company
                  shall not exceed an amount equal to the lesser of (i) 6.0% of
                  the contract sales price of a Property, or (ii) the
                  competitive real estate commission. In the event this
                  Agreement is terminated prior to such time as the stockholders
                  have received total distributions in an amount equal to 100%
                  of invested capital plus the Stockholders' 6.0% Return, an
                  appraisal of the Properties then owned by the Company shall be
                  made and the Subordinated Disposition Fee on Properties
                  previously sold will be deemed earned if the appraised value
                  of the Properties then owned by the Company plus total
                  distributions received prior to the date of the termination of
                  this Agreement equals 100% of invested capital plus the
                  Stockholders' 6.0% Return. Upon Listing (as defined below), if
                  the Advisor has accrued but not been paid such Subordinated
                  Disposition Fee, then for purposes of determining whether the
                  subordinated conditions have been satisfied, stockholders will
                  be deemed to have received distributions in the amount equal
                  to the product of the total number of Shares outstanding and
                  the average closing price of the Shares over a period of 30
                  consecutive days during which the Shares are traded, with such
                  period beginning 180 days after Listing.

          (e)     SUBORDINATED SHARE OF NET SALE PROCEEDS. A subordinated share
                  of net sale proceeds shall be payable to the Advisor in an
                  amount equal to 15.0% of net sales proceeds remaining after
                  the stockholders have received distributions equal to the sum
                  of the Stockholders' 6.0% Return and 100% of invested capital
                  ("Subordinated Share of Net Sale Proceeds"). Following
                  Listing, no Subordinated Share of Net Sale Proceeds will be
                  paid to the Advisor.

          (f)     SUBORDINATED INCENTIVE LISTING FEE. Upon listing on a national
                  securities exchange registered under Section 6 of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), or a national market system registered under Section
                  11A of the Exchange Act ("Listing"), the Advisor shall be
                  entitled to a subordinated incentive listing fee in an amount
                  equal to 10.0% of the amount by which (i) the market value of
                  the outstanding stock of the Company, measured by taking the
                  average closing price or average of bid and asked price, as
                  the case may be, over a period of 30 consecutive days during
                  which the stock is traded, with such period beginning 180 days
                  after Listing ("Market Value"), plus the total of all
                  distributions paid to stockholders from the Company's
                  inception until the date of Listing, exceeds (ii) the

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                  sum of (A) 100% of invested capital and (B) the total
                  distributions required to be paid to the stockholders in order
                  to pay the Stockholders' 6.0% Return from inception through
                  the date of Listing ("Subordinated Incentive Listing Fee").
                  The Company shall have the option to pay such fee in the form
                  of cash, Shares, a promissory note or any combination of the
                  foregoing. The Subordinated Incentive Fee will be reduced by
                  the amount of any prior payment to the Advisor of any
                  Subordinated Share of Net Sale Proceeds from a sale or sales
                  of a Property. In the event the Subordinated Incentive Fee is
                  paid to the Advisor following Listing, no other performance
                  fee will be paid to the Advisor.

          (g)     CHANGES TO FEE STRUCTURE. In the event of Listing, or,
                  notwithstanding the absence of Listing, in the event the
                  stockholders elect to continue the Company's existence after
                  _________________, 2013, the Company and the Advisor may
                  negotiate in good faith to establish another fee structure
                  appropriate for a perpetual life entity. A majority of the
                  Company's Independent Directors must approve any new fee
                  structure negotiated with the Advisor. In negotiating a new
                  fee structure, the Independent Directors shall consider all of
                  the factors they deem relevant, including, but not limited to:
                  (i) the amount of the advisory fee in relation to the asset
                  value, composition and profitability of the Company's
                  portfolio; (ii) the success of the Advisor in generating
                  opportunities that meet the investment objectives of the
                  Company; (iii) the rates charged to other REITs and to
                  investors other than REITs by advisors performing the same or
                  similar services; (iv) additional revenues realized by the
                  Advisor and its affiliates through their relationship with the
                  Company, including underwriting or broker commissions,
                  servicing, engineering, inspection and other fees, whether
                  paid by the Company or by others with whom the Company does
                  business; (v) the quality and extent of service and advice
                  furnished by the Advisor; (vi) the performance of the
                  investment portfolio of the Company, including income,
                  conversion or appreciation of capital, and number and
                  frequency of problem investments; and (vii) the quality of the
                  Property portfolio of the Company in relationship to the
                  investments generated by the Advisor for its own account. The
                  new fee structure can be no more favorable to the Advisor than
                  the current fee structure.

          (h)     SPECIAL TERMINATION PAYMENT. The Advisor shall receive a
                  Special Termination Payment (as defined below) if the Company
                  terminates or does not renew this Agreement, or the Advisor
                  terminates this Agreement, for any reason at any time. The
                  Special Termination Payment shall be an amount equal to the
                  projected Asset Management Fee for the one-year period
                  following the date of the termination of this Agreement.

          (i)     REIMBURSEMENT OF EXPENSES. Except as otherwise expressly
                  limited by the terms of this Agreement, the Company shall
                  reimburse the

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                  Advisor or its affiliates for (1) the actual cost to the
                  Advisor or its affiliates of goods, materials and services
                  used for or by the Company and obtained from persons
                  unaffiliated with the Advisor and its affiliates, (2) the cost
                  of administrative services rendered to the Company which are
                  necessary to the prudent operation of the Company, such as
                  legal, accounting, computer, transfer agent and other services
                  which could be performed directly for the Company by
                  independent parties, and (3) the actual cost to the Advisor or
                  its affiliates of any letter of credit or credit enhancement
                  that may be required of any lender or seller in connection
                  with the financing of the acquisition of Properties.

     11.  OTHER ACTIVITIES OF THE ADVISOR. Nothing contained herein shall
          prevent the Advisor from engaging in other activities, including,
          without limitation, the rendering of advice to other investors
          (including other REITs) and the management of other programs advised,
          sponsored or organized by the Advisor or its affiliates; nor shall
          this Agreement limit or restrict the right of any director, officer,
          employee or shareholder of the Advisor or its affiliates to engage in
          any other business or to render services of any kind to any other
          partnership, corporation, firm, individual, trust or association.
          Notwithstanding the foregoing, however, the Advisor shall devote
          sufficient resources to the administration of the Company to discharge
          its obligations hereunder. The Advisor may, with respect to any
          investment in which the Company is a participant, subject to its
          contractual duties to the Company under this Agreement, also render
          advice and service to each and every other participant therein.

     12.  ALLOCATION OF INVESTMENT OPPORTUNITIES. Neither the Advisor nor any of
          its affiliates shall be obligated to present to the Company investment
          opportunities that come to their attention, even if any of those
          opportunities may be suitable to the Company. In addition, the Advisor
          shall have sole discretion in determining how to allocate investment
          opportunities as between the Company, on the one hand, and the Advisor
          or its affiliates, on the other had, as the Advisor deems advisable.

     13.  TERM/TERMINATION OF AGREEMENT. Initially, this Agreement shall have a
          term of one (1) year commencing on the closing date of the initial
          minimum offering under the Registration Statement. Following the
          initial term, subsequent renewals for one (1) year terms will be
          subject to an evaluation of the performance of the Advisor by the
          audit committee of the Company's Board of Directors. This Agreement
          may be terminated by a majority of the Independent Directors of the
          Company or by the Advisor, in all cases by giving not less than 60
          days' advance notice in writing to the other party.

     14.  ACTION UPON TERMINATION. The Advisor shall not be entitled to
          compensation for services performed after the effective date of the
          termination of this Agreement. The Advisor shall, forthwith upon such
          termination:

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          (a)     promptly pay over to the Company all monies collected and held
                  for the account of the Company pursuant to this Agreement,
                  after deducting any accrued compensation and reimbursement for
                  its expenses to which it is then entitled under this
                  Agreement;

          (b)     promptly deliver to the Company a full accounting, including a
                  statement showing all amounts collected, disbursed and held by
                  the Advisor, for the period following the date of the last
                  accounting furnished to the Company; and

          (c)     promptly deliver to the Company all property and documents of
                  the Company then in the custody of the Advisor.

     15.  AMENDMENTS. The Agreement shall not be modified except by an
          instrument in writing signed by both parties hereto, or their
          respective successors or assigns, or otherwise as provided herein.

     16.  ASSIGNMENT. This Agreement may be assigned upon the consent of both
          parties hereto: (i) upon approval of a majority of the Independent
          Directors of the Company, by the Advisor to a person which is an
          affiliate of the Advisor; or (ii) by either the Advisor or the Company
          to its successor-in-interest. The Advisor may delegate some or all of
          its duties under this Agreement to an affiliate. Notwithstanding the
          foregoing, so long as the Company intends to qualify as a real estate
          investment trust under the Code, this Agreement may not be assigned to
          any entity that serves as a property manager with respect to the
          Properties of the Company.

     17.  GOVERNING LAW. The provisions of this Agreement shall be construed and
          interpreted in accordance with the internal laws of The Commonwealth
          of Massachusetts without giving effect to conflicts of laws principles
          or rules.

     18.  DIRECTORS AND STOCKHOLDERS NOT LIABLE. This Agreement is made on
          behalf of the Company by an officer of the Company, not individually,
          but solely as such officer, and the obligations under this Agreement
          are not binding upon, nor shall resort be had to, the private property
          of any of the directors, officers, stockholders, employees or agents
          of the Company personally, but shall bind only the Company.

     19.  INDEMNIFICATION BY THE COMPANY. The Company shall indemnify and hold
          harmless the Advisor, to the full extent permitted by the Maryland
          General Corporation Law (in effect at the time indemnity is sought),
          from all liability, claims, damages or loss arising in the performance
          of its duties hereunder, and related expenses, including reasonable
          attorneys' fees, to the extent such liability, claims, damages or
          losses and related expenses are not fully reimbursed by insurance;
          provided, however, that the Advisor shall not be entitled to
          indemnification, under this Section 19, if it acts in a manner which
          constitutes gross negligence or willful misconduct.

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     20.  INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold
          harmless the Company from contract or other liability, claims,
          damages, taxes or losses and related expenses, including attorneys'
          fees, to the extent that such liability, claims, damages, taxes,
          losses and related expenses are not fully reimbursed by insurance and
          are incurred by reason of the Advisor's bad faith, fraud, willful
          misfeasance, misconduct, negligence or reckless disregard of its
          duties, but the Advisor shall not be held responsible for any action
          of the Company's Board of Directors in following or declining to
          follow any advice or recommendation given by the Advisor.

     21.  HEADINGS. The section headings hereof have been inserted for reference
          only and shall not be construed to affect the meaning, construction or
          effect of this Agreement.

     22.  NOTICES. All notices, demands and other communication to be given or
          delivered under or by reason of the provisions of this Agreement must
          be in writing and will be deemed to have been given on the day
          established by sender as having been delivered personally; on the day
          delivered by private courier as such day is established by evidence
          obtained by the sender from the courier; on the day and at the time
          established by evidence obtained by the sender from a telegraph
          company if telegraphic means of communication are used; or on the day
          established by a return receipt with respect to notices, demands and
          other communications intended to be delivered by U.S. mail. Such
          notices, demands and other communications to be valid, must be
          addressed:

          (a)     If to the Company, to:

                  Boston Capital Real Estate Investment Trust, Inc.
                  c/o Boston Capital Corporation
                  One Boston Place, Suite 2100
                  Boston, Massachusetts 02108-4406
                  Attn:  Jeffrey H. Goldstein, President

                  with a copy to:

                  Nixon Peabody LLP
                  101 Federal Street
                  Boston, MA 02210
                  Attn:  Alexander J. Jordan, Jr., Esq.

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          (b)     If to the Advisor, to:

                  Boston Capital REIT Advisors, LLC
                  c/o Boston Capital Corporation
                  One Boston Place, Suite 2100
                  Boston, Massachusetts 02108-4406
                  Attn:  John P. Manning, President

                  with a copy to:

                  Nixon Peabody LLP
                  101 Federal Street
                  Boston, MA 02210
                  Attn:  Alexander J. Jordan, Jr., Esq.

          or to such other address or to the attention of such other person as
          recipient party has specified by prior written notice to the sending
          party (or in the case of counsel, to such other readily ascertainable
          business address as such counsel may hereafter maintain).

     23.  INITIAL INVESTMENT. Boston Capital Companion Limited Partnership
          ("Companion"), an affiliate of the Advisor, has contributed to the
          Company $200,000 in exchange for 20,000 Shares (the "Initial
          Investment"). Companion may not sell these Shares while the Advisory
          Agreement is in effect, although Companion may transfer them to its
          affiliates. The Advisor and its affiliates may buy and sell Shares,
          and this restriction shall not apply to any Shares, other than the
          Shares acquired through the Initial Investment, acquired by the
          Advisor or its affiliates. The Advisor shall not vote any Shares it
          hereafter acquires in any vote for the removal of any of the Company's
          directors or any vote regarding the approval or termination of any
          contract with the Advisor or any of its affiliates. The restrictions
          contained in this Section 23 shall not go into effect until the
          initial closing described in the Registration Statement has occurred.

<Page>

                                       13

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

                                       BOSTON CAPITAL REAL ESTATE
                                       INVESTMENT TRUST, INC.


                                       By:
                                          -----------------------------------
                                          Jeffrey H. Goldstein, President


                                       BOSTON CAPITAL REIT ADVISORS, LLC


                                       By:
                                          -----------------------------------
                                          John P. Manning, President