REVOLVING CREDIT AGREEMENT

                                      among

                             GROVE OPERATING, L.P.,
                              GROVE PROPERTY TRUST

                                       and

                    RHODE ISLAND HOSPITAL TRUST NATIONAL BANK

                                       and

                          OTHER BANKS WHICH MAY BECOME
                            PARTIES TO THIS AGREEMENT

                                       and

                   RHODE ISLAND HOSPITAL TRUST NATIONAL BANK,
                                    AS AGENT

                              Dated March 26, 1997



<PAGE>


                                Table of Contents

ss.1.  DEFINITIONS AND RULES OF INTERPRETATION..............................1
         ss.1.1  Definitions................................................1
         ss.1.2.  Rules of Interpretation...................................1
ss.2.  THE REVOLVING CREDIT FACILITY........................................1
       ss.2.1.  Commitment to Lend..........................................1
       ss.2.2.   [Intentionally Omitted]....................................2
       ss.2.3.  The Revolving Credit Notes..................................2
       ss.2.4.  Interest on Revolving Credit Loans; Fees....................2
       ss.2.5.  Requests for Revolving Credit Loans.........................3
       ss.2.6.  Conversion Options..........................................6
       ss.2.7.  Funds for Revolving Credit Loans............................8
ss.3.  REPAYMENT OF THE REVOLVING CREDIT LOANS..............................9
         ss.3.1.  Maturity..................................................9
         ss.3.2.  Optional Repayments of Revolving Credit Loans.............9
ss.4.  CERTAIN GENERAL PROVISIONS...........................................9
       ss.4.1.  Funds for Payments..........................................9
       ss.4.2.  Computations...............................................10
       ss.4.3.  Inability to Determine LIBOR Rate..........................11
       ss.4.4.  Illegality.................................................11
       ss.4.5.  Additional Costs, Etc......................................11
       ss.4.6.  Capital Adequacy...........................................13
       ss.4.7.  Certificate................................................13
       ss.4.8.  Indemnity..................................................13
       ss.4.9.  Interest on Overdue Amounts................................14
ss.5.  COLLATERAL SECURITY.................................................14
       ss.5.1.  Collateral.................................................14
       ss.5.2.  Recourse Obligations.......................................15
       ss.5.3.  Release Conditions.........................................15
       ss.5.4.  Additions; Replacement.....................................15
ss.6.  REPRESENTATIONS AND WARRANTIES......................................16
ss.7.  AFFIRMATIVE COVENANTS...............................................18
ss.8.  NEGATIVE COVENANTS..................................................21
ss.9.  FINANCIAL COVENANTS.................................................24
ss.10.  CONDITIONS TO THE CLOSING DATE.....................................25
         ss.10.1.  Loan Documents..........................................25
         ss.10.2.  Certified Copies of Organization Documents..............25
         ss.10.3.  By-Laws; Resolutions....................................25
         ss.10.4.  Incumbency Certificate; Authorized Signers..............25
         ss.10.5.  Validity of Liens.......................................26
         ss.10.6.  Survey and Taxes........................................26
         ss.10.7.  Title Insurance; Title Exception Documents..............26
         ss.10.8.  Leases, Service Contracts and Other Documents...........26
         ss.10.9.  Estoppel Agreements; Subordination, Attornment
                   and Non-Disturbance Agreements..........................26
         ss.10.10.  Certificates of Insurance..............................27
         ss.10.11.  Hazardous Substance Assessments............ ...........27
         ss.10.12.  Opinion of Counsel Concerning Organization and Loan
                    Documents..............................................27
         ss.10.13.  Appraisals................................ ............27
         [ss.10.14.  [Intentionally Omitted]...............................27
         ss.10.15.  Structural Condition Assurances........................27
         ss.10.16.  Permit Assurances; Compliance..........................27
         ss.10.17.  Guaranty...............................................28
         ss.10.18.  Financial Analysis of Initial Collateral Properties....28
         ss.10.19.  Inspection of Collateral Properties....................28
         ss.10.20.  Certifications from Government Officials; UCC-11 Reports.28
         ss.10.21.  Proceedings and Documents..............................28
         ss.10.22.  Fees...................................................28
         ss.10.23.  Closing Certificate....................................29
         ss.10.24.  Consolidation Transaction..............................29
ss.11.  CONDITIONS TO ALL BORROWINGS.......................................29
       ss.11.1.  Representations True; No Event of Default; Compliance
                 Certificate...............................................29
       ss.11.2.  Date Down Endorsement.....................................29
       ss.11.3.  No Legal Impediment.......................................29
       ss.11.4.  Governmental Regulation...................................29
ss.12.  EVENTS OF DEFAULT; ACCELERATION; ETC...............................30
       ss.12.1.  EVENTS OF DEFAULT; ACCELERATION...........................30
       ss.12.2.  Termination of Commitments................................31
       ss.12.3.  Remedies..................................................31
       ss.12.4.  Distribution of Collateral Proceeds.......................32
ss.13.  SETOFF.............................................................33
ss.14.  THE AGENT..........................................................33
         ss.14.1.  Authorization...........................................33
         ss.14.2.  Employees and Agents....................................34
         ss.14.3.  No Liability............................................34
         ss.14.4.  No Representations......................................34
         ss.14.5.  Payments................................................35
         ss.14.6.  Holders of Revolving Credit Notes.......................36
         ss.14.7.  Indemnity...............................................36
         ss.14.8.  Agent as Bank...........................................36
         ss.14.9.  Notification of Defaults and Events of Default..........36
         ss.14.10.  Duties in the Case of Enforcement......................37
         ss.14.11.  Successor Agent........................................37
         ss.14.12.  Notices................................................38
ss.15.  ASSIGNMENT; PARTICIPATIONS; ETC....................................38
       ss.15.1.  Conditions to Assignment by Banks.........................38
       ss.15.2.  Certain Representations and Warranties; Limitations;
                 Covenants.................................................39
       ss.15.3.  Register..................................................39
       ss.15.4.  New Revolving Credit Notes................................40
       ss.15.5.  Participations............................................40
       ss.15.6.  Pledge by Lender..........................................41
       ss.15.7.  No Assignment by Borrower.................................41
       ss.15.8.  Disclosure................................................41
ss.16.  CONSENTS, AMENDMENTS, WAIVERS, ETC.................................41
ss.17.  [Intentionally Omitted]............................................43
ss.18.  MISCELLANEOUS......................................................43
ss.19.  PREJUDGMENT REMEDY WAIVER..........................................44



<PAGE>



                                    EXHIBITS


         A            Form of Revolving Credit Note
         B            Form of Assignment of Leases and Rents
         C            Collateral Property Conditions
         D            Form of Business Plan Summary
         E            Form of Rent Roll
         F            Form of Loan Request
         G            Form of Compliance Certificate
         H            Form of Closing Certificate
         I            Form of Assignment and Assumption Agreement


<PAGE>


                Schedules to Restated Revolving Credit Agreement

SCHEDULE 1                     Banks' Commitments
SCHEDULE 2                     Definitions and Rules of Interpretation
SCHEDULE 6(b)         Capitalization; Outstanding Securities, Etc.
SCHEDULE 6(c)         Partially Owned Real Estate Holding Entities
SCHEDULE 6(p)         Subsidiaries/Joint Ventures
SCHEDULE 8(a)(ix)     Existing Indebtedness of Borrower
SCHEDULE 8(b)(ix)     First Union Collateral
SCHEDULE 8(b)(x)      Citicorp Collateral
SCHEDULE 8(b)(xi)     Existing Permitted Liens




<PAGE>



                           REVOLVING CREDIT AGREEMENT

         This  REVOLVING  CREDIT  AGREEMENT is made as of the 26th day of March,
1997, by and among GROVE OPERATING,  L.P., a Delaware  limited  partnership (the
"Borrower"),  GROVE  PROPERTY  TRUST, a Maryland  corporation  which is the sole
general  partner of the Borrower  (the  "Guarantor"),  each having its principal
place of business  at 598 Asylum  Avenue,  Hartford,  Connecticut  06105,  RHODE
ISLAND HOSPITAL TRUST NATIONAL BANK, a national banking  association  having its
principal  place of business at One  Hospital  Trust  Plaza,  Providence,  Rhode
Island 02903, and the other lending institutions which may become parties hereto
pursuant to ss.15  (individually,  a "Bank" and  collectively,  the "Banks") and
RHODE ISLAND  HOSPITAL  TRUST  NATIONAL BANK, as agent for itself and each other
Bank (in such capacity, the "Agent").


      ss.1.      DEFINITIONS AND RULES OF INTERPRETATION.


     ss1.1.  Definitions.  Except as otherwise  expressly  provided herein,  all
capitalized  terms used in this  Agreement,  the exhibits  hereto and any notes,
certificates,  reports  or other  documents  or  instruments  made or  delivered
pursuant to or in  connection  with this  Agreement  shall have the meanings set
forth for such terms in Schedule 2 hereto.


     ss1.2.Rules  of  Interpretation.  Except as  otherwise  expressly  provided
herein,  the rules of interpretation  set forth in Schedule 2 hereto shall apply
to this Agreement, the exhibits hereto and any notes,  certificates,  reports or
other  documents or instruments  made or delivered  pursuant to or in connection
with this Agreement.

         ss.2.      THE REVOLVING CREDIT FACILITY.


     ss2.1.  Commintment  to Lend.  Subject to the  provisions of ss.2.5 and the
other  terms  and  conditions  set  forth in this  Agreement,  each of the Banks
severally agrees to lend to the Borrower and the Borrower may borrow, repay, and
reborrow  from  each Bank from time to time  between  the  Closing  Date and the
Maturity Date upon notice by the Borrower to the Agent given in accordance  with
ss.2.5  hereof,  such  sums as are  requested  by the  Borrower  up to a maximum
aggregate  principal  amount  outstanding  (after  giving  effect to all amounts
requested)  at any one time equal to such Bank's  Commitment;  provided that the
sum of the  outstanding  aggregate  amount of the Revolving  Credit Loans (after
giving  effect  to all  amounts  requested)  shall  not at any time  exceed  the
Borrowing  Base at such time.  The Borrower  agrees that it shall be an Event of
Default  if at any  time the  outstanding  Revolving  Credit  Loans  exceed  the
Borrowing  Base at such time and such  excess is not paid to the Agent on behalf
of the Banks within thirty (30) days of the Agent's request therefor.

         The Revolving  Credit Loans shall be made pro rata in  accordance  with
each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made
pursuant to ss.2.5 hereof shall constitute a representation  and warranty by the
Borrower that the  conditions  set forth in ss.10 have been  satisfied as of the
Closing Date and that the  conditions  set forth in ss.11 have been satisfied on
the date of such request and will be satisfied on the proposed  Drawdown Date of
the requested  Revolving Credit Loan. No Revolving Credit Loan shall be required
to be made by any Bank unless all of the conditions contained in ss.10 have been
satisfied as of the Closing Date and that the conditions set forth in ss.11 have
been met at the time of any request for a Revolving Credit Loan.


                  ss.2.2. [Intentionally Omitted]


     ss2.3.The  Reveolving  Credit Notes.  The  Revolving  Credit Loans shall be
evidenced  by the  Revolving  Credit  Notes.  A  Revolving  Credit Note shall be
payable to the order of each Bank in an aggregate principal amount equal to such
Bank's  Commitment.  The Borrower  irrevocably  authorizes  each Bank to make or
cause to be made,  at or about the time of the  Drawdown  Date of any  Revolving
Credit Loan or at the time of receipt of any payment of principal on such Bank's
Revolving Credit Notes, an appropriate  notation on such Bank's Revolving Credit
Note Record  reflecting the making of such Revolving Credit Loan or (as the case
may be) the receipt of such  payment.  The  outstanding  amount of the Revolving
Credit  Loans set forth on such Bank's  Revolving  Credit  Note Record  shall be
prima facie  evidence of the principal  amount  thereof owing and unpaid to such
Bank, but the failure to record,  or any error in so recording,  any such amount
on such Bank's  Revolving Credit Note Record shall not limit or otherwise affect
the obligations of the Borrower  hereunder or under any Revolving Credit Note to
make payments of principal of or interest on any Revolving Credit Note when due.


                  ss.2.4.  Interest on Revolving Credit Loans; Fees.


      (a)Each Base Rate Loan shall bear interest for the period  commencing with
the  Drawdown  Date thereof and ending on the last day of each  Interest  Period
with respect  thereto  (unless earlier paid in accordance with ss.3.2) at a rate
equal to the Base Rate.


      (b)Each LIBOR Rate Loan shall bear interest for the period commencing with
the  Drawdown  Date thereof and ending on the last day of each  Interest  Period
with respect  thereto  (unless earlier paid in accordance with ss.3.2) at a rate
equal to the  LIBOR  Rate  determined  for  such  Interest  Period  plus one and
two-tenths of one percent (1.20%).


     (c) The Borrower unconditionally promises to pay interest on each Revolving
Credit Loan in arrears on each Interest Payment Date with respect thereto.


     (d) The Borrower agrees to pay to the Agent for the respective  accounts of
the Banks a facility fee (the  "Facility  Fee") equal to one half of one percent
(1/2%) of an amount (the "Initial  Amount")  equal to the sixty percent (60%) of
the Appraised  Value of the  Collateral  Properties  on the Closing  Date.  Such
facility fee shall be due and payable in two equal installments,  with the first
installment  due and payable on the Closing Date and the second  installment due
and  payable on that date which is the  earliest  to occur of (i) the payment in
full of the Obligations,  (ii) any increase in the outstanding  principal amount
of the Obligations  above the Initial Amount and (iii) six (6) months  following
the Closing Date. In addition,  if the Agent shall determine at any time that an
amount equal to sixty  percent (60%) of the  Appraised  Value of the  Collateral
Properties after the Closing Date exceeds the Initial Amount, the Borrower shall
pay to the Agent for the  respective  accounts of the Banks  within  thirty (30)
days of the Agent's  demand  therefor an additional fee equal to one-half of one
percent (1/2%) of such excess; provided, that the Agent shall not be entitled to
request  that the  Borrower  pay such  additional  fee with  respect to any such
excess more than once during the term of this Agreement.


     ss2.5.  Requests for Revolving Credit Loans. The following provisions shall
apply to each request by the Borrower for a Revolving Credit Loan:


      (a)The Borrower  shall submit a Completed  Loan Request to the Agent.  The
         Agent shall  promptly  deliver a duplicate  copy of such Completed Loan
         Request  to each Bank  which is then a party to this  Agreement  at the
         time such loan request is made.  Except as otherwise  provided  herein,
         each  Completed  Loan  Request  shall  be in a  minimum  amount  of (i)
         $250,000 or an integral  multiple of $50,000 in excess  thereof if such
         Loan  Request  does  not  involve  an  Acquisition  Property  or a  New
         Collateral  Property  or  (ii)  $500,000  or an  integral  multiple  of
         $100,000 in excess thereof if such Loan Request involves an Acquisition
         Property or New Collateral Property.  Each Completed Loan Request shall
         be  irrevocable  and binding on the  Borrower  and shall  obligate  the
         Borrower to accept the Revolving  Credit Loans requested from the Banks
         on the proposed  Drawdown  Date,  unless such Completed Loan Request is
         withdrawn  (x) in the case of a request for a LIBOR Rate Loan, at least
         five (5)  Business  Days prior to the proposed  Drawdown  Date for such
         Revolving Credit Loan, and (y) in the case of a request for a Base Rate
         Loan,  at least two (2) Business  Days prior to the  proposed  Drawdown
         Date for such Revolving Credit Loan.


    (b)   Each  Completed  Loan Request may be delivered by the Borrower
         to the Agent by 10:00 a.m. on any Business Day, and


                 (i)       in the case of a loan  request  that does not involve
                           an Acquisition Property or a New Collateral Property,
                           at least one (1)  Business  Day prior to the proposed
                           Drawdown  Date of any Base  Rate  Loan,  and at least
                           three (3) LIBOR  Business  Days prior to the proposed
                           Drawdown Date of any LIBOR Rate Loan; and


                (ii)       in the case of a loan  request  involving  a proposed
                           Acquisition Property or Properties,  at least fifteen
                           (15)  Business  Days prior to the  proposed  Drawdown
                           Date; and


               (iii)       in the case of a loan  request  involving  a proposed
                           New  Collateral  Property,  at least thirty (30) days
                           prior to the proposed Drawdown Date.


                 (c)      Each Completed Loan Request shall include:


                   (A)  in the case of a loan  request  that does not involve an
                           Acquisition  Property or a New Collateral Property, a
                           completed  writing  in the form of  Exhibit  F hereto
                           specifying: (1) the principal amount of the Revolving
                           Credit Loan requested, (2) the proposed Drawdown Date
                           of such  Revolving  Credit  Loan,  (3)  the  Interest
                           Period  applicable to such Revolving Credit Loan, (4)
                           the  Type  of  such   Revolving   Credit  Loan  being
                           requested  and (5) the  purpose  for which such funds
                           will be used (a "Completed Exhibit F"); and


                   (B)     in the case of a loan  request  involving  a proposed
                           Acquisition Property,  (x) a Completed Exhibit F, and
                           (y) evidence that the proposed  Acquisition  Property
                           meets the  following  conditions  (collectively,  the
                           "Acquisition Conditions"):

                                           (1) the proposed Acquisition Property
                                    when  aggregated  with the other Real Estate
                                    Assets  would  not  violate  the   covenants
                                    contained in ss.7(e); and

                                            (2)   the    proposed    Acquisition
                                    Property  (A) does not have  unperformed  or
                                    unpaid remediation costs that are reasonably
                                    likely to be incurred or other environmental
                                    liabilities  in excess of the greater of (I)
                                    an  amount  equal  to the sum of (y)  $1,000
                                    multiplied by the aggregate  number of Units
                                    in such Acquisition  Property plus (z) $2.00
                                    multiplied  by each square foot of the gross
                                    rentable area in such  Acquisition  Property
                                    leased  to   commercial   tenants  and  (II)
                                    $500,000   and  (B)  would  not  cause  such
                                    aggregate  unperformed or unpaid remediation
                                    costs and/or other environmental liabilities
                                    of all Real Estate Assets of the Borrower to
                                    exceed the greater of (I) an amount equal to
                                    the  sum of  (i)  $1,000  multiplied  by the
                                    aggregate  number  of  Units  in  such  Real
                                    Estate Assets plus (ii) $2.00  multiplied by
                                    each square foot of the gross  rentable area
                                    in  such  Real  Estate   Assets   leased  to
                                    commercial tenants and (II) $1,000,000.  The
                                    Completed   Loan   Request   shall   include
                                    evidence  that the Borrower has  performed a
                                    hazardous waste due diligence  review of the
                                    proposed  Acquisition  Property,   and  have
                                    attached  to it a copy  of an  environmental
                                    site  assessment   report  obtained  by  the
                                    Borrower  in  connection  with the  proposed
                                    acquisition   which   contains    sufficient
                                    information     to    permit    the    above
                                    determination       regarding      potential
                                    remediation  costs  or  other  environmental
                                    liabilities to be made; and


                 (C)    in the case of a loan request  involving the addition of
                           a proposed New Collateral  Property,  (v) a Completed
                           Exhibit  F,  (w)  evidence   that  the  proposed  New
                           Collateral Property meets the Acquisition Conditions,
                           (x)  all  of  the  documents  and  other  information
                           relating  to the  proposed  New  Collateral  Property
                           required by the Collateral Property  Conditions,  (y)
                           evidence  that the proposed New  Collateral  Property
                           would not cause the aggregate  unperformed  or unpaid
                           remediation  costs that are  reasonably  likely to be
                           incurred  and/or other  environmental  liabilities of
                           all  Collateral  Properties  to exceed the greater of
                           (I)  an  amount  equal  to  the  sum  of  (i)  $1,000
                           multiplied by the  aggregate  number of Units in such
                           New Collateral Property plus (ii) $2.00 multiplied by
                           each square foot of the gross  rentable  area in such
                           New Collateral  Property leased to commercial tenants
                           and (II) $500,000, and (z) evidence that the proposed
                           New  Collateral  Property  when  aggregated  with the
                           other  Collateral  Properties  would not  violate the
                           covenants contained in ss.7(e).


                     (d)      No Bank shall be obligated to fund any Revolving
                              Credit Loan unless:


                        (i)     a  Completed  Loan  Request  has  been  timely
                                received  by the  Agent as  provided  in
                                subsection (a) above; and


                     (ii)  both before and after giving  effect to the Revolving
                           Credit Loan to be made pursuant to the Completed Loan
                           Request,  all of the  conditions  contained  in ss.10
                           shall have been  satisfied as of the Closing Date and
                           all of the  conditions  set forth in ss.11 shall have
                           been  met,   including,   without   limitation,   the
                           condition  under  ss.11.1 that there be no Default or
                           Event of Default under this Agreement; and


                  (iii) the Agent shall have received a certificate  in the form
                  of Exhibit G hereto signed by the chief  financial  officer of
                  the  Borrower  (in  his  capacity  as  such  and  not  in  his
                  individual  capacity)  (copies of which shall be  delivered by
                  the Agent  promptly to the Banks)  setting forth  computations
                  evidencing  compliance with the covenants contained in ss.9 on
                  a pro  forma  basis  after  giving  effect  to such  requested
                  Revolving  Credit  Loan,  and  certifying  that  to  the  best
                  knowledge of such officer  after due inquiry,  both before and
                  after giving effect to such requested  Revolving  Credit Loan,
                  no Default or Event of Default exists or will exist under this
                  Agreement or any other Loan Document; and


                  (iv)     in  the  case  of a loan  request  not  involving  an
                           Acquisition  Property or a New  Collateral  Property,
                           the proceeds of the  Revolving  Credit Loan are to be
                           used for the  purposes  and meet the  conditions  set
                           forth therein; and


                   (v)     in  the  case  of  a  loan  request  involving  a
                           proposed  Acquisition  Property,  the
                    Acquisition Conditions have been met; and


                   (vi)    in  the  case  of  a  loan  request   involving   the
                           acquisition  of  an  Acquisition   Property  and  its
                           proposed inclusion as a New Collateral Property,  the
                           Collateral Property Conditions and the Acquisition
                           Conditions have been met.


                  ss.2.6.  Conversion Options.


          (a)  The  Borrower  may  elect  from  time  to  time  to  convert  any
         outstanding Revolving Credit Loan to a Revolving Credit Loan of another
         Type,  provided that (i) with respect to any such conversion of a LIBOR
         Rate  Loan to a Base  Rate  Loan,  such  conversion  shall  take  place
         automatically  at the end of the applicable  Interest Period unless the
         Borrower  provides  notice to the Agent of its request to continue such
         Revolving Credit Loan as a LIBOR Rate Loan as provided in ss.2.6(b) and
         ss.2.6(a)(ii);  (ii) subject to the further  proviso at the end of this
         ss.2.6(a)  and subject to  ss.2.6(b)  and 2.6(d),  with  respect to any
         conversion of a Base Rate Loan to a LIBOR Rate Loan (or a  continuation
         of a LIBOR Rate Loan,  as provided in  ss.2.6(b)),  the Borrower  shall
         give the Agent at least three (3) LIBOR  Business  Days' prior  written
         notice of such  election,  which such  notice  must be  received by the
         Agent by 10:00 a.m. on any Business Day; and (iii) no Revolving  Credit
         Loan may be converted  into a LIBOR Rate Loan when any Default or Event
         of Default has occurred and is continuing. The Agent shall provide each
         Bank with a copy of such notice promptly after its receipt thereof. All
         or any part of  outstanding  Revolving  Credit Loans of any Type may be
         converted as provided  herein,  provided that each  Conversion  Request
         relating  to the  conversion  of a Base Rate Loan to a LIBOR  Rate Loan
         shall be for an amount  equal to $250,000  or an  integral  multiple of
         $50,000 in excess thereof and shall be irrevocable by the Borrower.


     (b)  Any  Revolving  Credit Loan of any Type may be  continued as such upon
          the expiration of the Interest  Period with respect thereto (i) in the
          case of Base Rate Loans,  automatically  and (ii) in the case of LIBOR
          Rate Loans by compliance  by the Borrower  with the notice  provisions
          contained in  ss.2.6(a)(ii);  provided  that no LIBOR Rate Loan may be
          continued  as such  when any  Event of  Default  has  occurred  and is
          continuing but shall be automatically converted to a Base Rate Loan on
          the last day of the first  Interest  Period  relating  thereto  ending
          during the continuance of any Event of Default. The Agent shall notify
          the Banks promptly when any such automatic conversion  contemplated by
          this ss.2.6(b) is scheduled to occur.


     (c)  In the  event  that the  Borrower  does not  notify  the  Agent of its
          election  hereunder  with respect to any Revolving  Credit Loan,  such
          Revolving Credit Loan shall be automatically  converted to a Base Rate
          Loan at the end of the applicable Interest Period.


     (d)  The  Borrower  may not request or elect a LIBOR Rate Loan  pursuant to
          ss.2.5,  elect to convert a Base Rate Loan to a LIBOR Loan pursuant to
          ss.2.6(a) or elect to continue a LIBOR Rate Loan pursuant to ss.2.6(b)
          if, after giving effect thereto,  there would be greater than five (5)
          LIBOR Rate Loans then  outstanding.  Any Revolving Credit Loan Request
          for a LIBOR Rate Loan that would  create  greater  than five (5) LIBOR
          Rate Loans outstanding shall be deemed to be a Loan Request for a Base
          Rate Loan.


                  ss.2.7.  Funds for Revolving Credit Loans.


     (a)  Subject to the other  provisions  of this  ss.2,  not later than 11:00
          a.m.  (Providence time) on the proposed Drawdown Date of any Revolving
          Credit Loans,  each of the Banks will make available to the Agent,  at
          its Head Office,  in immediately  available  funds, the amount of such
          Bank's Commitment  Percentage of the amount of the requested Revolving
          Credit Loan.  Upon  receipt  from each Bank of such amount,  the Agent
          will make  available  to the  Borrower  the  aggregate  amount of such
          Revolving  Credit Loan made  available to the Agent by the Banks;  all
          such funds  received by the Agent by 11:00 a.m.  (Providence  Time) on
          any Business Day will be made available to the Borrower not later than
          2:00 p.m. on the same Business  Day.  Funds  received  after such time
          will be made  available  by not  later  than  11:00  a.m.  on the next
          Business Day. The failure or refusal of any Bank to make  available to
          the Agent at the  aforesaid  time and place on any  Drawdown  Date the
          amount of its Commitment  Percentage of the requested Revolving Credit
          Loan  shall not  relieve  any other Bank from its  several  obligation
          hereunder to make  available to the Agent the amount of its Commitment
          Percentage  of any  requested  Revolving  Credit  Loan but in no event
          shall the Agent (in its capacity as Agent) have any obligation to make
          any  funding  or shall  any Bank be  obligated  to fund  more than its
          Commitment  Percentage  of the requested  Revolving  Credit Loan or to
          increase  its  Commitment  Percentage  on account  of such  failure or
          otherwise.


     (b)  The Agent may,  unless notified to the contrary by any Bank prior to a
          Drawdown  Date,  assume that such Bank has made available to the Agent
          on such Drawdown Date the amount of such Bank's Commitment  Percentage
          of the Revolving Credit Loan to be made on such Drawdown Date, and the
          Agent may (but it shall not be required  to),  in  reliance  upon such
          assumption,  make available to the Borrower a corresponding amount. If
          any Bank makes available to the Agent such amount on a date after such
          Drawdown  Date,  such Bank  shall pay to the Agent on demand an amount
          equal to the  product  of (i) the  average,  computed  for the  period
          referred to in clause (iii) below,  of the weighted  average  interest
          rate paid by the Agent for federal funds  acquired by the Agent during
          each day  included in such  period,  multiplied  by (ii) the amount of
          such Bank's  Commitment  Percentage  of such  Revolving  Credit  Loan,
          multiplied  by (iii) a fraction,  the numerator of which is the number
          of days that elapsed from and including such Drawdown Date to the date
          on which  the  amount of such  Bank's  Commitment  Percentage  of such
          Revolving Credit Loan shall become immediately available to the Agent,
          and  the  denominator  of  which  is 365.  A  statement  of the  Agent
          submitted  to such Bank with  respect to any amounts  owing under this
          paragraph shall be prima facie evidence of the amount due and owing to
          the Agent by such Bank.

         ss.3.      REPAYMENT OF THE REVOLVING CREDIT LOANS.


     ss3.1. Maturity.  The Borrower  promises to pay on the Maturity  Date,  and
          there shall become  absolutely  due and payable on the Maturity  Date,
          all unpaid principal of the Revolving Credit Loans outstanding on such
          date,  together with any and all accrued and unpaid interest  thereon,
          the unpaid balance of any fees accrued  through such date, and any and
          all other  unpaid  amounts  due under this  Agreement,  the  Revolving
          Credit Notes or any other of the Loan Documents.


     ss3.2. Optional Repayments of Revolving Credit Line.The Borrower shall have
          the right, at its election,  to prepay the  outstanding  amount of the
          Revolving  Credit  Loans,  in whole or in  part,  at any time  without
          penalty or premium;  provided that the outstanding amount of any LIBOR
          Rate Loans may not be prepaid unless the Borrower pays all amounts due
          and payable under ss.4.8 hereof for each LIBOR Rate Loan so prepaid at
          the time of such  prepayment.  The Borrower  shall give the Agent,  no
          later than 10:00 a.m.,  Boston time,  at least five (5) Business  Days
          prior written notice of any prepayment  pursuant to this ss.3.2 of any
          Revolving Credit Loans,  specifying the proposed date of prepayment of
          Revolving  Credit Loans and the  principal  amount to be prepaid.  The
          Agent  shall  provide  each Bank with a copy of such  notice  promptly
          after  its  receipt  thereof.  Each  such  partial  prepayment  of the
          Revolving  Credit Loans shall be in an integral  multiple of $100,000,
          or, if less,  the  outstanding  balance of the Revolving  Credit Loans
          then being repaid,  shall be accompanied by the payment of all charges
          outstanding  on all  Revolving  Credit  Loans  so  prepaid  and of all
          accrued interest on the principal prepaid to the date of payment,  and
          shall be applied, in the absence of instruction by the Borrower, first
          to the principal of Base Rate Loans and then to the principal of LIBOR
          Rate Loans, at the Agent's option.

         ss.4.      CERTAIN GENERAL PROVISIONS.


                  ss.4.1.  Funds for Payments.


     (a)  All payments of principal,  interest,  fees, and any other amounts due
          hereunder  or under any of the other Loan  Documents  shall be made to
          the Agent,  for the  respective  accounts of the Banks or (as the case
          may be) the Agent, at the Agent's Head Office, in each case in Dollars
          and in immediately available funds.


    (b)           All  payments by the Borrower  hereunder  and under any of the
         other Loan Documents shall be made without setoff or  counterclaim  and
         free and clear of and without deduction for any taxes, levies, imposts,
         duties,  charges,  fees,  deductions,  withholdings,  compulsory liens,
         restrictions  or conditions  of any nature now or hereafter  imposed or
         levied by any  jurisdiction  or any  political  subdivision  thereof or
         taxing or other  authority  therein unless the Borrower is compelled by
         law to make such deduction or  withholding.  If any such  obligation is
         imposed  upon the  Borrower  with  respect to any amount  payable by it
         hereunder or under any of the other Loan Documents,  the Borrower shall
         pay to the Agent,  for the account of the Banks or (as the case may be)
         the  Agent,  on the  date on  which  such  amount  is due  and  payable
         hereunder or under such other Loan Document,  such additional amount in
         Dollars as shall be  necessary  to enable the Banks to receive the same
         net amount which the Banks would have  received on such due date had no
         such  obligation  been imposed  upon the  Borrower.  The Borrower  will
         deliver promptly to the Agent  certificates or other valid vouchers for
         all  taxes or other  charges  deducted  from or paid  with  respect  to
         payments  made by the  Borrower  hereunder  or under  such  other  Loan
         Document.  The Agent shall provide each Bank with a copy of such notice
         promptly after its receipt thereof.


      (c)The Agent and the Banks  acknowledge that the Borrower will establish a
         demand deposit  account with the Agent and intends to deposit into such
         account  on a  monthly  basis an  amount  not less  than the  amount of
         interest due and payable during such month.  Without limiting  anything
         set forth herein, the Agent shall be entitled to charge such account of
         the Borrower  with the Bank for any sum due and payable by the Borrower
         hereunder  or under any of the other  Loan  Documents.  Notwithstanding
         anything  to  the  contrary  contained  herein  or in  any  other  Loan
         Document,  if, on any date  that a  payment  is due to the Agent or the
         Banks  under the Loan  Documents,  there are  sufficient  funds in such
         account to make such  payment and there is no legal  impediment  of any
         kind to Agent's  effecting such payment by debiting such account,  then
         Borrower  shall have no obligation to make such payment  (other than by
         way of  Agent's  debiting  such  account in  accordance  with the above
         provisions  of this  paragraph  (c)) and no late charge or default rate
         interest  shall  accrue,  and no Event of Default  shall  result,  from
         Borrower's  failure to make such payment  while such  sufficient  funds
         remain in such account to make such payment.


     ss4.2.  Computations.  All computations of interest on the Revolving Credit
Loans and of commitment or other similar fees (if any) to the extent  applicable
shall be based on a 360-day year and paid for the actual number of days elapsed.
Except as otherwise  provided in the  definition of the term  "Interest  Period"
with respect to LIBOR Rate Loans,  whenever a payment  hereunder or under any of
the other Loan  Documents  becomes due on a day that is not a Business  Day, the
due date for such payment shall be extended to the next succeeding Business Day,
and interest shall accrue during such extension.  The outstanding  amount of the
Revolving  Credit Loans as reflected  on the  Revolving  Credit Note Record from
time to time shall  constitute  prima  facie  evidence of the  principal  amount
thereof.


     ss4.3.  Inability  to  Determine  LIBOR  Rate.  In the event,  prior to the
commencement  of any Interest  Period relating to any LIBOR Rate Loan, the Agent
shall reasonably determine that adequate and reasonable methods do not exist for
ascertaining the LIBOR Rate that would otherwise  determine the rate of interest
to be applicable to any LIBOR Rate Loan during any Interest Period (and the rate
of interest  applicable  to all  indebtedness  due and owing to the Agent by any
Person to the extent that the principal amount of such indebtedness was intended
to bear interest at the LIBOR Rate),  the Agent shall  forthwith  give notice of
such  determination  (which shall be conclusive  and binding on the Borrower) to
the Borrower and the Banks.  In such event (a) any  Completed  Loan Request with
respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed
a request for Base Rate Loans, (b) each LIBOR Rate Loan will  automatically,  on
the last day of the then current  Interest  Period  thereof,  become a Base Rate
Loan,  and (c) the  obligations  of the Banks to make LIBOR Rate Loans  shall be
suspended until the Agent reasonably  determines that the  circumstances  giving
rise to such suspension no longer exist, whereupon the Agent shall so notify the
Borrower and the Banks.


          ss4.4.Illegality.  Notwithstanding any other provisions herein, if any
present or future law, regulation,  treaty or directive or in the interpretation
or  application  thereof shall make it unlawful for any Bank to make or maintain
LIBOR Rate Loans, such Bank shall forthwith give notice of such circumstances to
the Borrower and  thereupon  (a) the  Commitment of such Bank to make LIBOR Rate
Loans or  convert  Base  Rate  Loans to LIBOR  Rate  Loans  shall  forthwith  be
suspended and (b) such Bank's  Commitment  Percentage of a LIBOR Rate Loans then
outstanding shall be converted  automatically to Base Rate Loans on the last day
of each  Interest  Period  applicable  to such LIBOR  Rate Loans or within  such
earlier period as may be required by law, all until such time as it is no longer
unlawful for such Bank to make or maintain LIBOR Rate Loans. The Borrower hereby
agrees promptly to pay the Agent for the account of such Bank, upon demand,  any
additional amounts necessary to compensate such Bank for any out-of-pocket costs
incurred by such Bank in making any conversion  required by this ss.4.4 prior to
the last day of an Interest Period with respect to a LIBOR Rate Loan,  including
any interest or fees payable by such Bank to lenders of funds  obtained by it in
order to make or maintain its LIBOR Rate Loans hereunder.


     ss4.5.  Additional  Costs,  Etc. If any present or future  applicable  law,
which  expression,  as used herein,  includes  statutes,  rules and  regulations
thereunder  and  interpretations  thereof  by  any  competent  court  or by  any
governmental   or  other   regulatory   body  or  official   charged   with  the
administration  or  the   interpretation   thereof  and  requests,   directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise  issued to any Bank by any central bank or other  fiscal,  monetary or
other  authority  (whether or not having the force of law, but if not having the
force of law,  then  generally  applied  by the Banks  with  respect  to similar
loans), shall:


           (a) subject any Bank to any tax, levy,  impost,  duty,  charge,  fee,
         deduction or withholding of any nature with respect to this  Agreement,
         the other Loan  Documents,  such  Bank's  Commitment  or the  Revolving
         Credit  Loans (other than taxes based upon or measured by the income or
         profits of such Bank), or


              (b) materially change the basis of taxation (except for changes in
         taxes on income or profits) of payments to any Bank of the principal of
         or the  interest on any  Revolving  Credit  Loans or any other  amounts
         payable to the Agent or any Bank under this Agreement or the other Loan
         Documents, or


             (c) impose or  increase  or render  applicable  (other  than to the
         extent  specifically  provided  for  elsewhere in this  Agreement)  any
         special deposit, reserve,  assessment,  liquidity,  capital adequacy or
         other  similar  requirements  (whether  or not having the force of law)
         against  assets held by, or deposits in or for the account of, or loans
         by, or commitments of an office of any Bank, or


             (d) impose on any Bank any other  conditions or  requirements  with
         respect to this  Agreement,  the other Loan  Documents,  the  Revolving
         Credit  Loans,  such  Bank's  Commitment,  or any  class  of  loans  or
         commitments  of which any of the Revolving  Credit Loans or such Bank's
         Commitment forms a part;

         and the result of any of the foregoing is


                 (i)         to increase the cost to such Bank of making,
                  funding, issuing,  renewing,   extending  or  maintaining
                  any  of  the Revolving Credit Loans or such Bank's
                  Commitment, or


                  (ii) to reduce  the  amount of  principal,  interest  or other
                  amount  payable  to such Bank  hereunder  on  account  of such
                  Bank's Commitment or any of the Revolving Credit Loans, or


                  (iii) to  require  such Bank to make any  payment or to forego
                  any  interest  or other sum payable  hereunder,  the amount of
                  which payment or foregone  interest or other sum is calculated
                  by  reference  to the gross  amount of any sum  receivable  or
                  deemed received by such Bank from the Borrower hereunder,

         then,  and in each such case,  the Borrower  will,  upon demand made by
such  Bank at any  time and  from  time to time  and as  often  as the  occasion
therefor may arise, pay to such Bank such additional  amounts as such Bank shall
determine  in good  faith to be  sufficient  to  compensate  such  Bank for such
additional cost, reduction,  payment or foregone interest or other sum, provided
that such Bank is  generally  imposing  similar  charges on its other  similarly
situated borrowers.


     ss4.6. Capital Adequacy. If any future law, governmental rule,  regulation,
policy,  guideline or directive  (whether or not having the force of law, but if
not having the force of law, then generally applied by the Banks with respect to
similar  loans)  or  the  interpretation  thereof  by a  court  or  governmental
authority with appropriate  jurisdiction  affects the amount of capital required
or expected to be maintained by banks or bank holding  companies and any Bank or
the Agent  determines that the amount of capital required to be maintained by it
is  increased by or based upon the  existence of Revolving  Credit Loans made or
deemed to be made  pursuant  hereto,  then such Bank or the Agent may notify the
Borrower of such fact, and the Borrower shall pay to such Bank or the Agent from
time to time on demand, as an additional fee payable  hereunder,  such amount as
such Bank or the Agent shall  determine in good faith and certify in a notice to
the Borrower to be an amount that will adequately  compensate such Bank in light
of these circumstances for its increased costs of maintaining such capital. Each
Bank and the Agent shall  allocate  such cost  increases  among its customers in
good faith and on an equitable basis, and will not charge the Borrower unless it
is  generally  imposing  a  similar  charge  on  its  other  similarly  situated
borrowers.


     ss4.7.  Certificate.  A certificate  setting forth any  additional  amounts
payable  pursuant to  ss.ss.4.5 or 4.6 and a brief  explanation  of such amounts
which  are due,  submitted  by any Bank or the Agent to the  Borrower,  shall be
prima facie evidence that such amounts are due and owing.


     ss4.8.  Indemnity.  In addition to the other  provisions of this  Agreement
regarding such matters, the Borrower agrees to indemnify the Agent and each Bank
and to hold the Agent and each Bank harmless from and against any loss,  cost or
expense (but excluding any loss of  anticipated  profits) that the Agent or such
Bank may sustain or incur as a consequence of (a) the failure by the Borrower to
pay any principal  amount of or any interest on any LIBOR Rate Loans as and when
due and payable,  including  any such loss or expense  arising from  interest or
fees  payable by the Agent or such Bank to lenders  of funds  obtained  by it in
order to maintain its LIBOR Rate Loans,  (b) the failure by the Borrower to make
a borrowing or conversion  after the Borrower has given a Completed Loan Request
for a LIBOR Rate Loan or a Conversion Request for a LIBOR Rate Loan, and (c) the
making of any  payment of a LIBOR Rate Loan or the making of any  conversion  of
any such Revolving Credit Loan to a Base Rate Loan on a day that is not the last
day of the applicable  Interest Period with respect thereto,  including interest
or fees  payable by the Agent or a Bank to lenders  of funds  obtained  by it in
order to maintain any such LIBOR Rate Loans.


     ss4.9.  Interest on Overdue Amounts.  Overdue  principal and (to the extent
permitted by  applicable  law)  interest on the  Revolving  Credit Loans and all
other overdue amounts payable hereunder or under any of the other Loan Documents
shall bear interest  payable on demand at a rate per annum equal to four percent
(4%) above the Base Rate until such amount  shall be paid in full (after as well
as before judgment).  In addition, the Borrower shall pay a late charge equal to
three percent (3%) of any amount of principal  (other than  principal due on the
Maturity Date) and/or  interest  charges on the Revolving  Credit Loans which is
not paid within ten (10) days of the date when due.

         ss.5.      COLLATERAL SECURITY.


     ss5.1.  Collateral.  The  Obligations  shall be secured by (i) a  perfected
first  priority  lien and  security  interest  to be held by the  Agent  for the
benefit of the Banks (subject only to Permitted Liens) in each of the Collateral
Properties,  pursuant  to the  terms of the  Security  Deed  applicable  to each
Collateral  Property,  (ii) a perfected  first priority  assignment and security
interest  to be held by the Agent  for the  benefit  of the Banks in the  Leases
pursuant  to the  Assignments  of Rents  and  Leases,  (iii) a  perfected  first
priority  assignment  and  security  interest,  to the extent  assignable  under
applicable  law,  to be held by the Agent for the  benefit of the Banks,  in the
Permits and Service Agreements  pursuant to the Security Deeds, (iv) a perfected
first priority lien and security  interest to be held by the Agent (subject only
to  the  Permitted  Liens)  in  all  furniture,  fixtures,  equipment,  building
materials, general intangibles and other personal property owned by the Borrower
relating to the Collateral Properties,  (v) the Guaranty, (vi) the Environmental
Indemnity  Agreement,  (vii) the  Additional  Guaranties  and (viii) any and all
other property of the Borrower,  real or personal,  tangible or  intangible,  in
which the Agent or any Bank now has or hereafter acquires a security interest or
which is now or may  hereafter be in the  possession of the Agent or any Bank to
secure the  Obligations,  and all proceeds and products of and accessions to all
of the foregoing.


        ss5.2.Recourse  Obligations.  Notwithstanding the foregoing  Collateral,
the Obligations are full recourse obligations of the Borrower, the Guarantor and
the  Additional  Guarantors  and all of their  respective  assets and properties
shall  be  available  for the  payment  in full in cash and  performance  of the
Obligations.


     ss5.3  Release  Conditions.  From  time  to  time  during  the  term of the
Revolving  Credit  Loans,  the  Borrower may request the Agent (on behalf of the
Banks) to release the security interest in and lien on any Collateral  Property,
and the Agent shall provide such release,  if the Borrower has met the following
conditions  as  to  each  such  requested   release  (the  "Collateral   Release
Conditions"):  the Agent shall have  determined  that the Appraised Value of the
Collateral Properties remaining after the proposed release will be sufficient so
that,  immediately  following such release,  the outstanding amount of Revolving
Credit Loans will not exceed the Borrowing  Base (after taking into account such
release),  and the  Borrower  shall  have  provided  to the  Agent a  compliance
certificate  of the chief  financial  officer of the Borrower  evidencing  that,
after giving effect to such release, the Borrower will be in compliance with the
covenants  contained in ss.9 hereof on a pro forma basis after giving  effect to
the release, attaching a copy of the pro forma analysis used in determining such
compliance,  and certifying  that, to the best knowledge of such chief financial
officer  after due inquiry both before and after giving  effect to such release,
no Default or Event of Default exists or will exist under any Loan Document.


     ss5.4.  Additions;  Replacement.  From time to time  during the term of the
Revolving Credit Loans, the Borrower may request in writing the Banks to replace
or add to the  Collateral  then held by the Agent for the  benefit of the Banks.
Any such request for  replacement  or addition may be approved only by Unanimous
Bank Approval,  which approval may be given or withheld by each Bank in its sole
discretion,  as  hereinafter  provided.  The Banks  shall  approve  or deny such
request in writing  within thirty (30) days of receipt,  provided that the Agent
has received, at the time such request is made, all of the information regarding
the Real Estate  Asset  proposed to be added to the  Collateral  required by the
Collateral  Property  Conditions.  Any property so approved by the Agent and the
Banks as a  replacement  of or addition  to the  Collateral  (a "New  Collateral
Property")  shall secure the Revolving  Credit Loans and the Appraised  Value of
such New  Collateral  Property  shall  thereafter  be included in computing  the
Borrowing Base. The Borrower shall reimburse the Agent for its reasonable  costs
and expenses (including  reasonable  attorneys' fees and expenses of the Agent's
counsel) in evaluating  the proposed New  Collateral  Property and, if approved,
causing it to secure the  Obligations.  Without in any way limiting the absolute
discretion  of the Banks to approve or deny any request to include a property as
a New  Collateral  Property,  before a property  shall  become a New  Collateral
Property,  the Borrower shall have, in any case, satisfied each of the following
conditions (the "Additional Collateral Property Conditions"):


           (a) The  Acquisition  Conditions  have been met with  respect  to the
         Property  (whether or not the proposed New Collateral  Property is then
         owned by the  Borrower  or an  Additional  Guarantor  or is a  proposed
         Acquisition  Property) and the Borrower or an Additional  Guarantor (as
         applicable)  shall have  executed  and  delivered  to the  Agent,  with
         respect to the proposed New  Collateral  Property,  agreements or other
         documentation substantially similar to the Security Documents (adjusted
         to  reflect  differences  in the laws of the  state  in  which  the New
         Collateral is located) to create, evidence and secure a perfected first
         priority lien in favor of the Agent,  for the benefit of the Banks,  in
         the New Collateral Property  (including,  without  limitation,  (i) the
         Leases,  (ii)  the  Permits  and  Service  Agreements  (to  the  extent
         assignable  under  applicable law), and (iii) the Building and Building
         Service Equipment relating thereto);


           (b) The Borrower or an  Additional  Guarantor (as  applicable)  shall
         satisfy,  with respect to the proposed New Collateral Property,  to the
         satisfaction  of the Banks by  Unanimous  Bank  Approval (in their sole
         discretion), each of the Collateral Property Conditions with respect to
         each New Collateral Property;


           (c) No Default or Event of Default  shall exist under this  Agreement
         or any  other  Loan  Document  at the time of any  acceptance  of a New
         Collateral  Property,  unless such Default or Event of Default would be
         cured  thereby  and the  Borrower  shall have  delivered  a  compliance
         certificate in the form of Exhibit G to the Agent (with copies for each
         Bank) to such effect;


           (d) The New Collateral  Property shall be 100% owned in fee simple by
         the Borrower or an Additional  Guarantor (as  applicable)  and shall be
         unencumbered  (other  than in favor of the  Agent  and the  Banks or as
         otherwise approved by Unanimous Bank Approval); and


            (e) The  Banks by  Unanimous  Bank  Approval  shall,  in their  sole
         discretion,  have approved in writing the addition of the property as a
         New Collateral Property for inclusion in the Borrowing Base.


           ss6.  REPRESENTATIONSS AND WARRANTIES.The  Borrower and the Guarantor
represent and warrant to the Agent and the Banks on the date hereof, on the date
of any Revolving Loan Request, and on each Drawdown Date of any Revolving Credit
Loan that: (a) each of the Borrower, the Guarantor and each Additional Guarantor
is duly organized,  validly existing, and in good standing under the laws of its
jurisdiction of organization and is duly qualified and in good standing in every
other jurisdiction  where it is required to be so qualified,  and the execution,
delivery  and  performance  by each of the  Borrower,  the  Guarantor  and  each
Additional Guarantor of the Loan Documents (i) are within its trust, partnership
or corporate  authority,  (ii) have been duly authorized,  (iii) do not conflict
with or contravene  its Charter  Documents;  (b) the  outstanding  equity of the
Borrower on the date  hereof is  comprised  of a general  partner  interest  and
limited  partner  interests,  all  of  which  have  been  duly  issued  and  are
outstanding  and fully paid and,  with  respect to  limited  partner  interests,
nonassessable,  all as set forth in Schedule 6(b) hereto; (c) each of the direct
or indirect interests of the Borrower in any Partially-Owned Real Estate Holding
Entity is set forth on Schedule  6(c)  hereto (as  updated  from time to time in
accordance  with the terms  hereof),  including  the type of entity in which the
interest is held, the percentage  interest owned by the Borrower in such entity,
the  capacity  in which the  Borrower  holds the  interest,  and the  Borrower's
ownership interest therein; provided, that the Borrower agrees to update (at the
end of each  calendar  quarter)  such  Schedule  6(c)  in  connection  with  any
additional  Investment in any  Partially-Owned  Real Estate Holding Entity after
the date hereof that is permitted by the terms  hereof;  (d) upon  execution and
delivery  thereof,  each Loan Document  shall  constitute  the legal,  valid and
binding obligation of the Borrower,  the Guarantor or the Additional Guarantors,
as the case may be,  enforceable in accordance  with its terms;  (e) each of the
Borrower,  the Guarantor and each  Additional  Guarantor has good and marketable
title to all its  material  properties,  subject  only to  Permitted  Liens  and
possesses  or has the  legal  right to use all  assets,  including  intellectual
properties,  franchises and Consents adequate for the conduct of its business as
now  conducted,  without  known  conflict  with any  rights of  others;  (f) the
Borrower  has  provided  to the  Agent and the  Banks  its  unaudited  pro forma
Financials as of September 30, 1996 and for the period then ended,  and such pro
forma Financials are complete and correct in all material respects and have been
prepared in accordance with GAAP consistently  applied;  (g) since September 30,
1996,  there has been no materially  adverse  change of any kind in the Borrower
which would have a Materially  Adverse Effect; (h) the Guarantor has provided to
the Agent and the Banks (i) the pro forma condensed  consolidated  balance sheet
of the  Guarantor  and its  Subsidiaries  (including,  without  limitation,  the
Borrower) as of September 30, 1996 and their related consolidated  statements of
operations for the fiscal year ended September 30, 1996 and (ii) the SEC Filings
which  contain a summary of  information  relating to the Real Estate Assets and
such  information  is true and  correct  in all  material  respects;  (i)  since
September 30, 1996,  there has been no materially  adverse change of any kind in
the Guarantor which would have a Materially  Adverse Effect; (j) each Additional
Guarantor  has  delivered  to the Agent and the  Banks its  unaudited  operating
statements  as at  September  30,  1996 and for the  period  then ended and such
operating  statements  are complete and correct in all  material  respects;  (k)
since  September 30, 1996,  there has been no materially  adverse  change of any
kind in any Additional  Guarantor which would have a Materially  Adverse Effect;
(l) there are no legal or other proceedings or investigations pending or, to the
best  knowledge of the  Borrower,  the  Guarantor or any  Additional  Guarantor,
threatened  against the  Borrower,  the Guarantor or such  Additional  Guarantor
before any court,  tribunal or regulatory  authority  which would,  if adversely
determined,  alone  or  together,  have a  Materially  Adverse  Effect;  (m) the
execution,  delivery, performance of its obligations, and exercise of its rights
under the Loan  Documents by the Borrower,  the  Guarantor  and each  Additional
Guarantor, including borrowing under this Agreement (i) to the best knowledge of
the Borrower and the Guarantor  after due inquiry,  do not require any Consents;
and (ii) are not and will not be in conflict  with or prohibited or prevented by
(A)  any  Requirement  of  Law,  (B)  any  Charter  Document,  trust  minute  or
resolution, or (C) in any material respect,  instrument,  agreement or provision
thereof,  in each case binding on the Borrower,  the Guarantor or any Additional
Guarantor  or  affecting  any  property of the  Borrower,  the  Guarantor or any
Additional Guarantor; (n) neither the Guarantor, the Borrower nor any Additional
Guarantor  is in  violation  of  (A)  any  Charter  Document,  trust  minute  or
resolution,  (B) any  instrument  or  agreement,  in each case  binding on it or
affecting its property,  or (C) any  Requirement of Law, in a manner which could
have a Materially Adverse Effect, including,  without limitation, all applicable
federal  and state  tax laws,  ERISA  and  Environmental  Laws;  (o) to the best
knowledge of the Borrower and the Guarantor  after due inquiry,  upon  execution
and  delivery of the  Security  Documents  and the filing of  documents  thereby
required,  the Agent shall have a first-priority  perfected security interest in
the  Collateral,  subject only to  Permitted  Liens  entitled to priority  under
applicable law, with no financing  statements,  chattel  mortgages,  real estate
mortgages  or  similar  filings  on record  anywhere  which  conflict  with such
first-priority  interest;  (p)  except as set forth on  Schedule  6(p)  attached
hereto and other Investments  expressly  permitted by the terms hereof,  neither
the  Guarantor nor the Borrower has any  Subsidiaries  and is not a party to any
partnership or joint venture;  (q) the Guarantor qualifies as a REIT pursuant to
ss.856-860  of the Code and the related  regulations;  and (r) the  Borrower has
provided the Agent on behalf of the Banks with Lease  Summaries and  information
packages  regarding  each of the  Collateral  Properties,  and such  information
packages fairly  represent the position of each of the Collateral  Properties on
the date hereof or as of the date of delivery thereof (if applicable).



          ss7. AFFIRMATIVE COVENANTS. The Borrower and the Guarantor jointly and
severally agree that until the termination of the Commitment and the payment and
satisfaction in full of all the Obligations, the Borrower and the Guarantor will
comply with their respective  obligations as set forth throughout this Agreement
and will, and will cause each of their respective Subsidiaries to:


            (a)  furnish  the  Agent  on  behalf  of the  Banks:  (i) as soon as
         available  but in any event within  ninety (90) days after the close of
         each fiscal year, the  Guarantor's  audited  Financials for such fiscal
         year, certified by the Guarantor's accountants; (ii) within ninety (90)
         days after the close of each fiscal year (or contemporaneously with the
         filing  thereof  with the SEC),  the Form 10-K (or with  respect to the
         1997  fiscal  year of the  Guarantor,  the  Form  10-KSB)  filed by the
         Guarantor with the SEC with respect to such fiscal year;  (iii) as soon
         as available but in any event within forty-five (45) days after the end
         of each fiscal  quarter of the  Guarantor  the Form 10-Q  statement (or
         with respect to the 1997 fiscal year of the Guarantor,  the Form 10-QSB
         statement)  filed by the  Guarantor  with the SEC with  respect to such
         fiscal  quarter,  (iv) as soon as  available  but in any  event  within
         ninety (90) days after the close of each  fiscal year of the  Borrower,
         the Borrower's  audited  Financials for such fiscal year,  certified by
         the Borrower's  accountants,  (v) within forty-five (45) days after the
         close of each fiscal quarter of the Borrower,  the Borrower's unaudited
         Financials  for such fiscal  quarter,  together  with  unaudited  Lease
         Summaries,  rent  rolls,  rent  receivables  and  operating  statements
         regarding each of the Collateral Properties, each in form and substance
         reasonably  satisfactory  to  the  Banks,  with  respect  to all of the
         Borrower's  Real Estate Assets for such fiscal  quarter;  (vi) together
         with the quarterly and annual audited Financials,  a certificate of the
         Borrower  and the  Guarantor  (in  substantially  the form  attached to
         Exhibit G hereto) setting forth computations  demonstrating  compliance
         with the Borrower's and the Guarantor's  financial  covenants set forth
         in ss.9 hereof,  and certifying that no Default or Event of Default has
         occurred,  or if it has,  the  actions  taken  by the  Borrower  or the
         Guarantor with respect thereto; (vii) contemporaneously with the filing
         or mailing thereof,  copies of all material of a financial nature filed
         with  the SEC or sent to the  owners/stockholders  or  partners  of the
         Guarantor or the Borrower;  (viii) promptly after its receipt  thereof,
         annual  financial  information  regarding  commercial  tenants  in  the
         Collateral Properties as applicable and available and (ix) if a Default
         or an Event of Default  or a  materially  adverse  change in any of the
         Collateral  Properties  shall have  occurred,  Appraisals  (or  updates
         thereof if required) of the  Collateral  Properties  within thirty (30)
         days after the request of the Agent therefor;


            (b) keep true and accurate books of account in accordance  with GAAP
         and to permit the Agent or any Bank or its  designated  representatives
         during normal business hours and upon reasonable  prior notice (unless,
         in each case, a Default or Event of Default has  occurred  whereupon no
         such  notice  shall be  required)  to  inspect  the  Borrower's  or the
         Guarantor's  premises and to examine and be advised as to such or other
         business records upon the request of the Agent or such Bank;


             (c) maintain in good  operating  condition its business and assets,
         to keep its business  and assets  adequately  insured,  to maintain its
         chief executive  office in the United States,  to continue to engage in
         the same lines of business, and to comply with all Requirements of Law,
         including ERISA and Environmental Laws;


           (d)  notify the Agent on behalf of the Banks  promptly  in writing of
         (i) the  occurrence  of any  Default  or  Event  of  Default,  (ii) any
         noncompliance  with ERISA or any  Environmental  Law or  proceeding  in
         respect thereof which could have a Materially Adverse Effect, (iii) any
         change of name or address, (iv) any threatened or pending litigation or
         similar  proceeding  affecting  the  Borrower,  the  Guarantor  or  any
         Additional  Guarantor or any of the Collateral  Properties  which could
         have a Materially  Adverse  Effect or any  material  change in any such
         litigation or proceeding previously reported and (v) claims against any
         assets or  properties  of the Borrower or the  Guarantor  encumbered in
         favor of the Agent which could have a Materially Adverse Effect;


            (e) use the proceeds of the Revolving Credit Loans solely to finance
         acquisitions  by the Borrower or  Subsidiaries  of the Borrower of Real
         Estate Assets and to pay reasonable and customary costs associated with
         such  acquisitions in accordance with the terms hereof and the Business
         Plan Summary and for the repair and  improvement  of such acquired Real
         Estate Assets, and not for the carrying of "margin security" or "margin
         stock"  within  the  meaning  of  Regulations  U and X of the  Board of
         Governors of the Federal Reserve System,  12 C.F.R.  Parts 221 and 224;
         provided,  that,  notwithstanding the foregoing, the Borrower may use a
         portion of the aggregate  outstanding principal amount of the Revolving
         Credit  Loans not in  excess  of (i)  $4,000,000  for  general  working
         capital  purposes of the Borrower  and (ii)  $2,000,000  to  consummate
         stock repurchase arrangements of the Guarantor;


             (f)  cooperate  with the Agent  and the  Banks,  take such  action,
         execute such documents,  and provide such  information as the Agent and
         the Banks may from time to time reasonably  request in order further to
         effect the  transactions  contemplated  by and the purposes of the Loan
         Documents,  including without limitation the delivery at the expense of
         the Borrower, the Guarantor and the Additional Guarantors of Appraisals
         (with  respect  to the New  Collateral  Properties),  additional  title
         insurance, surveys, or environmental assessments;


            (g) do or cause to be done all things necessary to preserve and keep
         in full force and effect the  existence of the  Guarantor as a Maryland
         real  estate  investment  trust and its  election to be taxed as a REIT
         under the  provisions  of Sections  856-860 of the Code,  or such other
         laws as may be  applicable  in order to maintain  the current  material
         characteristics  of the  Guarantor  as an  investment  vehicle  and tax
         entity;


           (h)       maintain at least one operating account of the Borrower
                     and the Guarantor with the Agent; and


           (i) take all steps reasonably necessary to cause any and all payments
         due to any third party under any management fee agreements with respect
         to the Collateral  Properties to be  subordinated in full in writing to
         the prior payment of the Revolving  Credit Loans during the continuance
         of a  Default  or an Event of  Default,  each on terms  and  conditions
         reasonably satisfactory the Agent in all respects.



     ss8.  NEGATIVE  COVENANTS.  The  Borrower  and the  Guarantor  jointly  and
severally agree that until the termination of the Commitment and the payment and
satisfaction in full of all the Obligations, the Borrower and the Guarantor will
not, and will not permit any of their respective Subsidiaries to,:


             (a)  create,  incur  or  assume  any  Indebtedness  other  than (i)
         Indebtedness  to the  Agent  and  the  Banks  arising  under  the  Loan
         Documents,  (ii) Indebtedness in respect of the acquisition of personal
         property  which does not exceed  $500,000 in  aggregate  amount for the
         Borrower,  the  Guarantor  and  their  respective  Subsidiaries,  (iii)
         current  liabilities not incurred through the borrowing of money or the
         obtaining  of  credit  except  credit  on an open  account  customarily
         extended,  (iv) Indebtedness in respect of taxes or other  governmental
         charges  contested in good faith and by  appropriate  proceedings;  (v)
         Indebtedness of the Borrower or any of its Subsidiaries, the payment of
         which is without recourse to the Borrower or such Subsidiary,  incurred
         in connection  with the  acquisition  of Real Estate Assets (other than
         the  Collateral  Properties)  or the  financing or  refinancing  of any
         permitted  Indebtedness  secured by liens on such Real  Estate  Assets;
         (vi) additional recourse  Indebtedness of the Borrower or the Guarantor
         in an aggregate principal amount not in excess of $445,000 at any time;
         (vii)  Indebtedness  of the Borrower  and the  Guarantor to First Union
         Bank of Connecticut in an aggregate  principal  amount not in excess of
         $8,980,000;  (viii)  Indebtedness  of the  Borrower  and/or  any of its
         Subsidiaries  and/or any of the Guarantor's  subsidiaries due and owing
         to Citicorp Real Estate,  Inc. in an aggregate  principal amount not in
         excess of $15,084,000 at any time and (ix) existing  Indebtedness  (and
         any  refinancing  of such  Indebtedness  that  does  not  increase  the
         outstanding  principal amount of such  Indebtedness) not included above
         and listed on Schedule 8(a)(ix) hereto;  provided, that the Banks agree
         to use  reasonable  efforts to respond  to any  written  request of the
         Borrower to amend the  limitation on additional  recourse  Indebtedness
         set forth in ss.8(a)(vi) above within thirty (30) days of their receipt
         thereof;


             (b)  create  or incur any  Liens on any  property  or assets of the
         Borrower, the Guarantor or any of their respective  Subsidiaries except
         (i) Liens securing the Obligations;  (ii) Liens securing taxes or other
         governmental  charges not yet due;  (iii)  deposits or pledges  made in
         connection  with social security  obligations;  (iv) Liens of carriers,
         warehousemen,  mechanics and materialmen,  less than 120 days old as to
         obligations   not  yet  due;  (v)  easements,   rights-of-way,   zoning
         restrictions  and similar  minor Liens  which  individually  and in the
         aggregate do not have a Materially Adverse Effect;  (vi) purchase money
         security   interests  in  personal  property  securing  purchase  money
         Indebtedness permitted by Section 8(a)(ii),  covering only the personal
         property so acquired;  (vii) mortgage liens on, pledges of and security
         interests  in (A) the Real  Estate  Assets  other  than the  Collateral
         Properties acquired with Indebtedness permitted by Section 8(a)(v), (B)
         any personal property of the Borrower, the Guarantor or such Subsidiary
         directly  related or appurtenant to such Real Estate Assets and (C) if,
         and only if, the  applicable  Subsidiary  that  incurs  such  permitted
         Indebtedness  and  grants  such  liens on such Real  Estate  Assets and
         related  personal  property is a special  purpose entity that owns only
         the Real Estate Assets and personal property that secure the applicable
         permitted  Indebtedness,  the  outstanding  equity  interests  of  such
         Subsidiary,  in each case that secure such  Indebtedness and cover only
         the Real  Estate  Assets  and  personal  property  directly  related or
         appurtenant   to  such  Real  Estate  Assets  so  acquired  and  equity
         interests;  (viii) liens securing the payment of Indebtedness permitted
         by ss.8(a)(vi) hereof that encumber only the Real Estate Asset acquired
         with the initial proceeds of such Indebtedness; (ix) Liens securing the
         payment of the Indebtedness  permitted by ss.8(a)(vii)  hereof covering
         only the Real Estate Assets and personal  property  directly related or
         appurtenant  to such Real  Estate  Assets  described  in more detail on
         Schedule  8(b)(ix)  attached hereto;  (x) liens securing the payment of
         Indebtedness  permitted by ss.8(b)(viii)  hereof that encumber only the
         Real  Estate  Assets  and  personal   property   directly   related  or
         appurtenant  to such Real Estate Assets  described on Schedule  8(b)(x)
         attached  hereto;  and (xi) other Liens existing on the date hereof and
         listed on Schedule 8(b)(xi) hereto;


            (c) make any  Investments  other than  investments in (i) marketable
         obligations  of the United States  maturing  within one (1) year,  (ii)
         certificates of deposit,  bankers'  acceptances and time,  money market
         and demand  deposits of United States Federal and state chartered banks
         having  total assets in excess of  $1,000,000,000,  (iii) as long as no
         Default or Event of Default  shall have  occurred and be  continuing or
         would result therefrom Investments  consisting of (A) all of the issued
         and outstanding  capital stock of, or equity interests in, a Subsidiary
         of the  Borrower or (B) a majority  of the  capital  stock of or equity
         interests in a  Partially-Owned  Real Estate Holding  Entity,  (iv) any
         other  investments  made by the Guarantor in the ordinary course of the
         Guarantor's  business in a manner consistent with past practice if such
         investments  qualify  under  Section  856(c)(5)(A)  of the Code (or any
         successor  regulation  thereto),  for purposes of inclusion in the "75%
         asset test"  relating to the  Guarantor's  status as a REIT;  provided,
         that the Guarantor may not make any investments in other REITs,  unless
         such  Investment  in any single REIT does not exceed more than  fifteen
         percent (15%) of the Guarantor's total assets, determined in accordance
         with  GAAP  and  provided,  further,  that the  aggregate  value of all
         Investments under this subsection  (c)(iv) shall not exceed at any time
         thirty percent (30%) of the total assets of the  Guarantor,  determined
         in accordance with the Code and the regulations promulgated thereunder,
         (v)  investments  in respect of  Acquisition  Properties  or other Real
         Estate  Assets  acquired  by the  Borrower  after  the date  hereof  in
         accordance with the terms of this Agreement;  (vi)  intercompany  loans
         provided by the Borrower to the  Guarantor  solely in  connection  with
         stock  repurchase  arrangements  of the Guarantor;  or (vii) such other
         investments as the Agent may from time to time approve in writing;


            (d) become party to a merger,  or to effect any  disposition  of any
         properties or assets other than by the  Guarantor,  the Borrower or any
         of  their  respective  Subsidiaries  in the  ordinary  course  of their
         respective  businesses  as a REIT or as a Subsidiary  of a REIT,  or to
         purchase or  otherwise  acquire  assets other than the  acquisition  of
         Acquisition  Properties  or other Real  Estate  Assets or the making of
         Investments  in  accordance  with the terms  hereof and the purchase of
         personal   property  in  the  ordinary   course  of  their   respective
         businesses;



            (e) in the case of the Borrower,  make (A) annual  Distributions  in
         excess of ninety  percent  (90%) of Funds  from  Operations  or (B) any
         Distributions  during any period when any Event of Default has occurred
         and is continuing or would result therefrom;  provided,  however,  that
         the Borrower may at all times make  Distributions  to the extent (after
         taking into account all available funds of the Guarantor from all other
         sources)  required  in order to enable the  Guarantor  to  continue  to
         qualify as a REIT.


           (ii)   In the case of the Guarantor, during any period when any Event
                  of  Default  has   occurred  and  is   continuing,   make  any
                  Distributions  in excess of the  Distributions  required to be
                  made by the  Guarantor  in order to  maintain  its status as a
                  REIT;


              (f)  cause  or  permit  (a) the  occupancy  for all  Units  in the
         Collateral  Properties  (under valid and  enforceable  Leases with bona
         fide,  third party tenants) to be less than ninety percent (90%) of all
         such  Units  at any  time or (b) the  occupancy  for all  Units  in any
         individual Collateral Property (under valid and enforceable Leases with
         bona fide, third party tenants) to be less than eighty percent (80%) of
         all such Units at any time; or


              (g) at any time cause or permit any of the  Partnership  Documents
         to be  modified,  amended or  supplemented  in any respect  whatsoever,
         without (in each case) the express prior written consent or approval of
         the Agent, if such changes would affect the Guarantor's  REIT status or
         otherwise  materially  adversely affect the rights of the Agent and the
         Banks hereunder or under any other Loan Document.



     ss9.  FINANCIAL  COVENANTS.  The  Borrower  and the  Guarantor  jointly and
severally agree that until the termination of the Commitment and the payment and
satisfaction in full of all the Obligations, the Borrower and the Guarantor will
not:


               (a)  cause or  permit  the  outstanding  principal  amount of the
         Revolving  Credit Loans to exceed sixty  percent (60%) of the Appraised
         Value of the  Collateral  Properties at any time;  provided,  that, the
         Borrower  shall have the right to either  (i) pay down the  outstanding
         principal  amount of the Revolving  Credit Loans,  or (ii) grant to the
         Agent on behalf of the Banks valid and perfected  first mortgage liens,
         pursuant to mortgages in form and substance  satisfactory to the Agent,
         on additional Real Estate Assets on which all real estate due diligence
         requirements  referred to in ss.2 hereof have been met, in each case in
         order to cure the Borrower's failure to comply with this ss.9(a) within
         the time period referred to in ss.12.1(c) hereof;


             (b) cause or permit the ratio of Collateral  Operating Cash Flow to
         Pro Forma Debt  Service  Charges to be less than 1.6 to 1.0 for (i) the
         fiscal quarter of the Borrower ending on June 30, 1997, (ii) the period
         of two consecutive  fiscal quarters of the Borrower ending on September
         30, 1997, (iii) the period of three consecutive  fiscal quarters of the
         Borrower  ending on  December  31, 1997 and (iv) any period of four (4)
         consecutive  fiscal  quarters of the Borrower  ending on or after March
         31, 1998;


              (c) cause or permit the ratio of Total Liabilities to Tangible Net
         Worth to exceed  1.25:1.00  for any  fiscal  quarter  of the  Guarantor
         ending after the Closing Date.


             (d) cause or permit the ratio of Operating  Cash Flow to Total Debt
         Service for the Guarantor to be less than 2.0 to 1.0 for (i) the fiscal
         quarter of the  Guarantor  ending on June 30, 1997,  (ii) the period of
         two consecutive  fiscal quarters of the Guarantors  ending on September
         30, 1997, (iii) the period of three consecutive  fiscal quarters of the
         Guarantor  ending on December  31, 1997 and (iv) any period of four (4)
         consecutive  fiscal quarters of the Guarantor  ending on or after March
         31, 1998.


     ss.10.  CONDITIONS TO THE CLOSING  DATE.  The  obligations  of the Banks to
enter into this Agreement shall be
subject to the satisfaction of the following conditions precedent on or prior to
March 28, 1997:


     ss10.1.  Loan  Documents.  Each of the Loan Documents  shall have been duly
executed and delivered by the  respective  parties  thereto and shall be in full
force and effect.


           ss10.2.  Certified Copies of Organization Documents.  The Agent shall
have  received (i) from the Borrower a copy,  certified as of a recent date by a
duly authorized officer of the Guarantor,  in its capacity as general partner of
the Borrower,  to be true and complete,  of the Agreement of Limited Partnership
of the Borrower and any other agreement  governing the rights of the partners of
the Borrower,  (ii) from the Guarantor a copy,  certified as of a recent date by
the appropriate  officer of the State of Maryland to be true and correct, of the
corporate  charter of the  Guarantor  and (iii) from each  Additional  Guarantor
copies of such Additional Guarantor's Charter Documents, in each case along with
any  other  organization  documents  of the  Borrower  or the  Guarantor  or the
Additional Guarantors,  as the case may be, and each as in effect on the date of
such certification.


     ss10.3. By-Laws;  Resolutions.  All action on the part of the Borrower, the
Guarantor  and the  Additional  Guarantors  necessary  for the valid  execution,
delivery and  performance  by the Borrower,  the  Guarantor  and the  Additional
Guarantors of this  Agreement and the other Loan  Documents to which any of them
is or is to  become a party  shall  have been duly and  effectively  taken,  and
evidence  thereof  satisfactory  to the Banks  shall have been  provided  to the
Agent.  The Agent shall have received from the Guarantor,  for itself and in its
capacity as general partner of the Borrower and the Additional Guarantors,  true
copies of its  by-laws  and the  resolutions  adopted by its board of  directors
authorizing   the   transactions   described   herein  and  evidencing  the  due
authorization,  execution and delivery of the Loan  Documents to which it and/or
the Borrower or the  Additional  Guarantors  is a party,  each  certified by the
secretary as of a recent date to be true and complete.


     ss10.4.  Incumbency  Certificate;  Authorized Signers. The Agent shall have
received from the  Guarantor  for itself and as general  partner of the Borrower
and the  Additional  Guarantors,  an  incumbency  certificate,  dated  as of the
Closing Date,  signed by a duly  authorized  officer of the Guarantor and giving
the name and  bearing  a  specimen  signature  of each  individual  who shall be
authorized:  (a) to  sign,  in the  name  and on  behalf  of the  Borrower,  the
Guarantor and the  Additional  Guarantors,  as the case may be, each of the Loan
Documents  to which  the  Borrower  or the  Guarantor  or any of the  Additional
Guarantors is or is to become a party; (b) to make Loan and Conversion  Requests
on behalf of the  Borrower;  and (c) to give notices and to take other action on
behalf  of the  Borrower  or the  Guarantor  or the  Additional  Guarantors,  as
applicable, under the Loan Documents.


     ss10.5.  Validity of Liens.  The Security  Documents  shall be effective to
create, on the Closing Date or, if earlier,  on the date such Security Documents
are recorded or filed with the  appropriate  offices,  in favor of the Agent, on
behalf of the Banks, a legal,  valid and enforceable first (except for Permitted
Liens  entitled to  priority  under  applicable  law)  security  interest in the
Collateral. All filings, recordings, deliveries of instruments and other actions
necessary  or desirable  in the  reasonable  opinion of the Agent to protect and
preserve such security interests shall have been duly executed,  and ready to be
effected on or prior to the Closing Date. The Agent shall have received evidence
thereof in form and substance reasonably satisfactory to the Agent.


          ss10.6.  Surveys and Taxes. The Agent shall have received (a) a Survey
of each of the  Initial  Collateral  Properties,  together  with the  applicable
Surveyor  Certificate,  bearing dates  acceptable to the Agent,  and in form and
substance  acceptable  to the Agent,  and (b) evidence of payment of real estate
taxes and municipal  charges on the Initial  Collateral  Properties which are or
will become due and payable on or before the Closing Date.


           ss10.7.  Title Insurance;  Title Exception  Documents.  The Agent (on
behalf of the  Banks)  shall have  received  the Title  Policies.  The Agent (on
behalf  of the  Banks)  shall  have  received  true and  accurate  copies of all
documents listed as exceptions under each Title Policy.


     ss10.8.  Leases,  Service Contracts,  and Other Documents.  The Agent shall
have  received  from  the  Borrower  Lease   Summaries,   all  material  Service
Agreements, and all Partnership Documents.



<PAGE>




           ss10.9.   Estoppel   Agreements;   Subordination,    Attornment   and
Non-Disturbance  Agreements.  The Agent shall have  received (a)  Subordination,
Attornment and Non-Disturbance Agreements, in form and substance satisfactory to
the Agent, and (b) Estoppel Agreements in form and substance satisfactory to the
Agent,  in each case from each of the commercial  tenants under the Leases which
occupy more than five percent (5%) square feet of gross  rentable area of any of
the Collateral Properties.


     ss10.10.  Certificates  of  Insurance.  The Agent shall have  received  (a)
current  certificates  of insurance  as to all of the  insurance  maintained  by
Borrower on the Initial  Collateral  Properties  (including  flood  insurance if
necessary)  from the insurer or an  independent  insurance  broker,  identifying
insurers,  types of insurance,  insurance limits, and policy terms and insurance
binders naming the Agent as Mortgagee,  loss payee and additional  insured;  (b)
certified  copies of all policies  evidencing  such  insurance (or  certificates
therefor signed by the insurer or an agent authorized to bind the insurer);  and
(c) such further  information and certificates  from Borrower,  its insurers and
insurance brokers as the Agent may reasonably request.


           ss10.11.  Hazardous  Substance  Assessments.  The  Agent  shall  have
received  hazardous waste site assessment  reports running in favor of the Agent
and the Banks  concerning  Hazardous  Substances  (or the  threat  thereof)  and
asbestos with respect to the Initial Collateral  Properties,  dated as of a date
satisfactory to the Banks, from environmental engineers acceptable to the Agent,
such reports to be in form and substance  satisfactory  to the Agent and each of
the Banks.  The Agent shall have the right to obtain  third-party  review of the
reports at the Borrower's expense.


          ss10.12.   Opinion  of  Counsel   Concerning   Organization  and  Loan
Documents.  Each of the  Banks  and the  Agent  shall  have  received  favorable
opinions addressed to the Banks and the Agent in form and substance satisfactory
to the Banks and the Agent from Cohn & Birnbaum, as counsel to the Borrower, the
Guarantor, the Additional Guarantors and their respective subsidiaries.


          ss10.13.  Appraisals.  The  Agent  and each of the  Banks  shall  have
received Appraisals dated as of a date satisfactory to the Banks for each of the
Initial  Collateral  Properties in form and substance  satisfactory to the Agent
and each of the Banks (which  Appraisals  are subject to review by the Agent and
the Banks in accordance  with the terms hereof).  The Agent shall have the right
to obtain third-party review of the Appraisals at the Borrower's expense.


                  ss.10.14.  [Intentionally Omitted.


     ss10.15.  Structural Condition Assurances.  The Agent and each of the Banks
shall have received evidence  satisfactory to the Agent and each of the Banks as
to the good physical  condition of the  Buildings and that  utilities and public
water and sewer service is available at the lot lines of the Initial  Collateral
Properties and connected directly to the Buildings with all necessary Permits.


           ss10.16. Permit Assurances; Compliance. The Agent shall have received
evidence  reasonably  satisfactory  to the Agent that (i) all  activities  being
conducted on the Initial Collateral  Properties which require federal,  state or
local  Permits  have been duly  licensed and that such Permits are in full force
and effect,  and (ii) the Initial  Collateral  Properties are in compliance with
all  zoning,  land use,  environmental,  architectural  access,  historical  and
building laws.


     ss10.17. Guaranty. The Guaranty shall have been duly executed and delivered
by the Guarantor.  The Additional  Guaranties  shall have been duly executed and
delivered by the Additional Guarantors.


     ss10.18.  Fiancial Analysis of Initial Collateral  properties.  Each of the
Banks shall have  completed to its  satisfaction,  a financial  analysis of each
Initial Collateral Property, which analysis shall include, without limitation, a
review, with respect to each Initial Collateral Property, of (i) the most recent
rent rolls, (ii) three (3) year historical and projected  operating  statements,
(iii) cash flow projections,  (iv) capital  expenditure  budgets (which shall be
subject to the review and approval of each of the Banks),  (v) market data, (vi)
Lease Summaries,  (vii) tenant financial statements, to the extent available for
commercial  tenants,  and  (viii)  an aging of rent  payments  and rent  payment
histories for each tenant.


     ss10.19. Inspection of Collateral Properties. The Agent and each Bank shall
have completed to its satisfaction an
inspection of the Initial Collateral Properties at the Borrower's expense.


     ss10.20.  Certifications  from Government  Officials;  UCC-11 Reports.  The
Agent shall have received (i) long-form certifications from government officials
evidencing the legal existence,  good standing and foreign  qualification of the
Borrower,  the Guarantor  and each of the  Additional  Guarantors,  along with a
certified copy of the certificate of limited partnership of the Borrower and the
Additional  Guarantors,  all as of the most recent  practicable  date;  and (ii)
UCC-11 search results from the appropriate  jurisdictions for the Borrower,  the
Guarantor and the Additional Guarantors.


           ss10.21.  Proceedings  and Documents.  All  proceedings in connection
with the transactions  contemplated by this Agreement,  the other Loan Documents
and all other  documents  incident  thereto shall be reasonably  satisfactory in
form and  substance  to each of the Banks and to the  Agent's  counsel,  and the
Agent,  each of the Banks and such counsel shall have  received all  information
and such counterpart originals or certified or other copies of such documents as
the Agent may reasonably request.


     ss10.22.  Fees. The Borrower shall have paid to the Agent, for the accounts
of the Banks or for its own account, as applicable, all of the fees and expenses
that  are  due and  payable  as of the  Closing  Date in  accordance  with  this
Agreement.


     ss10.23.  Closing  Certificate.  The Borrower and the Guarantor  shall have
delivered a Closing
Certificate to the Agent, the form of which is attached hereto as Exhibit H.


     ss10.24. Consolidation Transactions. The Agent shall have received evidence
satisfactory to the Agent that
the Guarantor shall have consummated the consolidation  transactions referred to
in the Proxy Materials.


     ss11.  CONDITIONS TO ALL  BORROWINGS.  The obligations of the Banks to make
any Revolving  Credit Loan,  whether on or after the Closing Date, shall also be
subject to the satisfaction of the following conditions precedent:


     ss11.1.  Representations True; No Event of Default; Compliance Certificate.
Each of the  representations  and warranties of the Borrower,  the Guarantor and
the Additional Guarantors contained in this Agreement,  the other Loan Documents
or in any document or instrument  delivered  pursuant to or in  connection  with
this Agreement shall be true as of the date as of which they were made and shall
also be true at and as of the time of the making of each Revolving  Credit Loan,
with the same effect as if made at and as of that time  (except to the extent of
changes  resulting  from  transactions  contemplated  or not  prohibited by this
Agreement  or the other Loan  Documents  and changes  occurring  in the ordinary
course of  business,  and except to the  extent  that such  representations  and
warranties  relate  expressly  to an earlier  date);  and no Default or Event of
Default under this  Agreement  shall have occurred and be continuing on the date
of any Loan Request or on the Drawdown Date of any Revolving  Credit Loan.  Each
of the Banks shall have  received a  certificate  of the  Borrower  signed by an
authorized officer of the Borrower as provided in ss.2.5(d)(iii).


           ss11.2. Date Down Endorsement.  If reasonably necessary to insure the
priority  of the  mortgage  liens of the Agent,  the Agent  shall have  received
datedown  endorsements  to all of the Title  Policies  that  there  have been no
changes to the title to or encumbrances  upon the Collateral  Properties,  other
than as may have been permitted pursuant to this Agreement.


     ss11.3.  No Legal  Impediment.  No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of the Agent or any Bank would make it illegal for any Bank to make such Loan.


           ss11.4.  Governmental Regulation.  Each Bank shall have received such
statements in substance and form  reasonably  satisfactory  to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the  Comptroller  of the  Currency or the Board of  Governors  of the Federal
Reserve System.

         ss.12.     EVENTS OF DEFAULT; ACCELERATION; ETC.



     ss12.1.  EVENTS OF DEFAULT;  ACCELERATION.  If any of the following  events
("Events of Default")  shall occur:  (a) the Borrower shall fail to pay (i) when
due and payable any  principal of or interest on the  Revolving  Credit Loans or
(ii) any  other sum due under  any of the Loan  Documents  within  five (5) days
following  written  demand for  payment  of the same;  (b) the  Borrower  or the
Guarantor  shall fail to perform any term,  covenant or  agreement  contained in
Section 8 or 9 (other than the  covenant set forth in ss.9(a)  hereof);  (c) the
Borrower shall fail to perform the covenant set forth in ss.9(a) hereof and such
failure  shall  continue  for thirty (30) days after the Bank has given  written
notice  of such  failure  to the  Borrower  pursuant  to ss.18  hereof;  (d) the
Borrower or the Guarantor or any Additional  Guarantor shall fail to perform any
other term,  covenant or  agreement  contained  in the Loan  Documents  and such
failure  shall  continue  for thirty (30) days after the Bank has given  written
notice of such failure to the Borrower; provided, that if any such failure is of
a nature that it cannot be  corrected  within such thirty (30) day period but is
capable of being corrected within an additional twenty (20) period, such failure
shall not  constitute an Event of Default  hereunder so long as (i) the Borrower
or the  Guarantor  or  such  Additional  Guarantor,  as  applicable,  institutes
reasonable  curative  action within such initial period and  diligently  pursues
such action to completion and (ii) such failure shall be fully cured within such
additional  twenty (20) day period;  (e) any  representation  or warranty of the
Borrower  or  the  Guarantor  or any  Additional  Guarantor  in any of the  Loan
Documents or in any  certificate or notice given in connection  therewith  shall
have been false or misleading in any material respect at the time made or deemed
to have been made; (f) the Borrower or the Guarantor or any Additional Guarantor
shall be in default beyond the  expiration of any applicable  grace period under
any  environmental,  financial or payment covenant set forth in any agreement or
agreements  evidencing  Indebtedness  owing to the Bank or any affiliates of the
Bank or other  Indebtedness  in  excess of  $1,000,000  in  aggregate  principal
amount,  or  shall  fail to pay  such  Indebtedness  when  due,  subject  to any
applicable  period of grace;  (g) any of the Loan Documents shall cease to be in
full force and effect, (h) the Borrower, the Guarantor, any Additional Guarantor
or any of their  respective  Subsidiaries  (i) shall make an assignment  for the
benefit of creditors,  (ii) shall be  adjudicated  bankrupt or insolvent,  (iii)
shall  seek the  appointment  of, or be the  subject of an order  appointing,  a
trustee,  liquidator  or receiver  as to all or part of its  assets,  (iv) shall
commence,  approve or consent to, any case or proceeding  under any  bankruptcy,
reorganization  or  similar  law  and,  in the  case of an  involuntary  case or
proceeding,  such case or proceeding  is not  dismissed  within thirty (30) days
following the commencement  thereof, or (v) shall be the subject of an order for
relief in an involuntary case under federal  bankruptcy law; (i) the Borrower or
the Guarantor or any  Additional  Guarantor  shall be unable to pay its debts as
they mature; (j) there shall remain undischarged for more than ten (10) days any
final (beyond any applicable appeal period) judgment or execution action against
the  Borrower or the  Guarantor  or any  Additional  Guarantor  (not  covered by
insurance  reasonably  satisfactory  to the  Agent)  that,  together  with other
outstanding  claims (not covered by  insurance  reasonably  satisfactory  to the
Agent) and  execution  actions  against the  Borrower or the  Guarantor  or such
Additional  Guarantor exceeds $1,000,000 in the aggregate;  or (k) the Guarantor
shall cease to be the general partner of the Borrower at any time:

         then, and in any such event, so long as the same may be continuing, the
Agent  may,  and upon the  request of the  Majority  Banks  shall,  by notice in
writing  to the  Borrower,  declare  all  amounts  owing  with  respect  to this
Agreement,  the Revolving  Credit Notes and the other Loan  Documents to be, and
they shall  thereupon  forthwith  become,  immediately  due and payable  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby expressly waived by the Borrower and the Guarantor;  provided that in the
event of any Event of Default  specified  in  ss.12.1(h)  or  12.1(i),  all such
amounts shall become  immediately due and payable  automatically and without any
requirement  of notice from any of the Banks or the Agent or action by the Banks
or the Agent.


     ss12.2.  Termination of  Commitments.  If any one or more Events of Default
specified in  ss.12.1(h) or ss.12.1(i)  shall occur,  any unused  portion of the
Commitments  hereunder shall forthwith terminate and the Banks shall be relieved
of all obligations to make Revolving Credit Loans to the Borrower.  If any other
Event of Default shall have occurred and be continuing,  the Majority Banks may,
by notice to the Borrower,  terminate the unused portion of the Total Commitment
hereunder,  and upon such notice  being  given such unused  portion of the Total
Commitment  shall  terminate  immediately and the Banks shall be relieved of all
further  obligations to make Revolving  Credit Loans. No such termination of the
Total Commitment  hereunder shall relieve the Borrower of any of the Obligations
or any of its existing obligations to any Bank arising under other agreements or
instruments.


     ss12.3 Remedies. In the event that one or more Events of Default shall have
occurred and be continuing,  whether or not the Banks shall have accelerated the
maturity of the Revolving  Credit Loans pursuant to ss.12.1,  the Majority Banks
may direct the Agent to proceed to protect and  enforce the rights and  remedies
of the Agent and the Banks under this Agreement, the Revolving Credit Notes, any
or all of the other Loan  Documents or under  applicable  law by suit in equity,
action  at law or  other  appropriate  proceeding  (including  for the  specific
performance  of any  covenant or agreement  contained  in this  Agreement or the
other Loan Documents or any  instrument  pursuant to which the  Obligations  are
evidenced and, to the full extent  permitted by applicable law, the obtaining of
the ex parte  appointment  of a receiver),  and, if any amount shall have become
due, by declaration or otherwise,  proceed to enforce the payment thereof or any
other  legal or  equitable  right or remedy of the Agent and the Banks under the
Loan Documents or applicable  law. No remedy herein  conferred upon the Banks or
the Agent or the holder of any Revolving Credit Note is intended to be exclusive
of any other remedy and each and every remedy shall be  cumulative  and shall be
in addition to every other remedy given hereunder or under any of the other Loan
Documents or now or hereafter  existing at law or in equity or by statute or any
other provision of law.


           ss12.4.  Distribution  of  Collateral  Proceeds.  In the event  that,
following the occurrence  and during the  continuance of any Default or Event of
Default,  the  Agent or any Bank,  as the case may be,  receives  any  monies in
connection with the enforcement of any of the Security  Documents,  or otherwise
with respect to the realization upon any of the Collateral, such monies shall be
distributed for application as follows:


             (a)  First,  to the  payment  of,  or (as  the  case  may  be)  the
         reimbursement  of, the Agent for or in respect of all reasonable costs,
         expenses,  disbursements  and losses which shall have been  incurred or
         sustained by the Agent in connection with the collection of such monies
         by the Agent, for the exercise,  protection or enforcement by the Agent
         of all or any of the rights,  remedies,  powers and  privileges  of the
         Agent or the  Banks  under  this  Agreement  or any of the  other  Loan
         Documents  or in  respect  of  the  Collateral  or in  support  of  any
         provision of adequate indemnity to the Agent against any taxes or liens
         which by law shall have,  or may have,  priority over the rights of the
         Agent to such monies;


             (b) Second, to all other Obligations pro rata based upon the amount
         of the Obligations  due each of the Agent and the Banks;  and provided,
         further,  that the Agent may in its discretion make proper allowance to
         take into account any Obligations not then due and payable;


             (c)  Third,   upon  payment  and  satisfaction  in  full  or  other
         provisions  for payment in full  satisfactory  to the Majority Banks of
         all of the Obligations,  to the payment of any obligations  required to
         be paid pursuant to  ss.9-504(1)(c)  of the Uniform  Commercial Code of
         the State of Connecticut or any similar law; and


             (d)     Fourth,  the excess, if any, shall be returned to the
               Borrower or to such other Persons as are entitled thereto.


     ss13.  SETOFF.  Regardless  of the adequacy of any  Collateral  and without
demand or notice,  during the continuance of any Event of Default,  any deposits
in any  account  (general or  specific,  time or demand,  provisional  or final,
regardless of currency,  maturity, or the branch at which such deposits are held
in the  possession  of the Agent or a Bank may be applied to or set off  against
the payment of the  Obligations.  Each of the Banks  agrees with each other Bank
that (a) if pursuant to any agreement  between such Bank and the Borrower (other
than this Agreement or any other Loan  Document),  an amount to be set off is to
be applied to Indebtedness of the Borrower to such Bank, other than with respect
to the  Obligations,  such  amount  shall  be  applied  ratably  to  such  other
Indebtedness and to the Obligations, and (b) if such Bank shall receive from the
Borrower,  whether  by  voluntary  payment,  exercise  of the  right of  setoff,
counterclaim,  cross  action,  enforcement  of the  Obligations  by  proceedings
against  the  Borrower  at law or in equity or by proof  thereof in  bankruptcy,
reorganization,  liquidation, receivership or similar proceedings, or otherwise,
and shall  retain  and apply to the  payment  of the  Revolving  Credit  Note or
Revolving  Credit  Notes held by such Bank any  amount in excess of its  ratable
portion  of the  payments  received  by all of the  Banks  with  respect  to the
Revolving  Credit  Notes  held by all of the  Banks,  such  Bank  will make such
disposition and  arrangements  with the other Banks with respect to such excess,
either by way of distribution,  pro tanto  assignment of claims,  subrogation or
otherwise,  as shall result in each Bank  receiving in respect of the  Revolving
Credit  Notes  held by it its  proportionate  payment  as  contemplated  by this
Agreement; provided that if all or any part of such excess payment is thereafter
recovered from such Bank, such disposition and  arrangements  shall be rescinded
and the amount  restored to the extent of such recovery,  but without  interest.
Notwithstanding the foregoing,  no Bank shall exercise a right of setoff if such
exercise  would limit or prevent  the  exercise  of any other  remedy,  right to
Collateral or other recourse against the Borrower.



<PAGE>




           4.     THE AGENT.


                  ss.14.1.  Authorization.


             (a) The Agent is  authorized  to take such action on behalf of each
         of the Banks and to exercise all such powers as are hereunder and under
         any of the other Loan Documents and any related documents  delegated to
         the  Agent,  together  with  such  powers  as are  reasonably  incident
         thereto,  provided  that no duties or  responsibilities  not  expressly
         assumed  herein or therein shall be implied to have been assumed by the
         Agent. The relationship between the Agent and the Banks is and shall be
         that of  agent  and  principal  only,  and  nothing  contained  in this
         Agreement  or any of the other Loan  Documents  shall be  construed  to
         constitute the Agent as a trustee or fiduciary for any Bank.


             (b) The Borrower, without further inquiry or investigation,  shall,
         and is hereby authorized by the Banks to, assume that all actions taken
         by the  Agent  hereunder  and in  connection  with or  under  the  Loan
         Documents  are duly  authorized  by the Banks.  The Banks shall  notify
         Borrower  of any  successor  to Agent by a writing  signed by  Majority
         Banks, which successor shall be reasonably acceptable to the Borrower.


        ss14.2.  Employees  and Agents.  The Agent may  exercise  its powers and
execute  its duties by or through  employees  or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Agreement and the other Loan  Documents.  The Agent
may utilize the services of such Persons as the Agent in its sole discretion may
reasonably  determine,  and all reasonable fees and expenses of any such Persons
shall be paid by the Borrower.


     ss14.3.  No  Liability.  Neither  the Agent,  nor any of its  shareholders,
directors,  officers or employees nor any other Person  assisting  them in their
duties  nor any  agent or  employee  thereof,  shall be liable  for any  waiver,
consent or approval given or any action taken,  or omitted to be taken,  in good
faith by it or them  hereunder or under any of the other Loan  Documents,  or in
connection herewith or therewith,  or be responsible for the consequences of any
oversight or error of judgment  whatsoever,  except that the Agent may be liable
for losses due to its willful misconduct or gross negligence.


        ss14.4. No  Representations.  The Agent shall not be responsible for the
execution or validity or enforceability of this Agreement,  the Revolving Credit
Notes,  any  of  the  other  Loan  Documents  or  any  instrument  at  any  time
constituting,  or intended to constitute,  collateral security for the Revolving
Credit  Notes,  or for the  value of any  such  collateral  security  or for the
validity,  enforceability  or  collectibility  of any such  amounts  owing  with
respect to the  Revolving  Credit  Notes,  or for any  recitals  or  statements,
warranties or representations  made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by or on behalf of
the  Guarantor or the Borrower or any of their  respective  Subsidiaries,  or be
bound to ascertain or inquire as to the  performance or observance of any of the
terms,  conditions,  covenants or agreements in this  Agreement,  the other Loan
Documents  or in any  instrument  at  any  time  constituting,  or  intended  to
constitute,  collateral  security  for the  Obligations.  The Agent shall not be
bound to ascertain whether any notice,  consent,  waiver or request delivered to
it by the Borrower or the Guarantor or any holder of any of the Revolving Credit
Notes shall have been duly  authorized or is true,  accurate and  complete.  The
Agent  has not made nor does it now  make  any  representations  or  warranties,
express or implied,  nor does it assume any liability to the Banks, with respect
to the credit  worthiness  or financial  condition of the Borrower or any of its
Subsidiaries  or the Guarantor or any of the  Subsidiaries or any tenant under a
Lease or any other entity. Each Bank acknowledges that it has, independently and
without  reliance  upon  the  Agent or any  other  Bank,  and  based  upon  such
information  and  documents  as it has deemed  appropriate,  made its own credit
analysis and decision to enter into this Agreement.


                  ss.14.5.  Payments.


           (a) A payment by the  Borrower to the Agent  hereunder  or any of the
         other Loan  Documents  for the account of any Bank shall  constitute  a
         payment to such Bank.  The Agent agrees to distribute to each Bank such
         Bank's pro rata share of payments received by the Agent for the account
         of the Banks, as provided herein or in any of the other Loan Documents.
         All such payments  shall be made on the date  received,  if before 2:00
         p.m.,  and if after 2:00 p.m.,  on the next Business Day. If payment is
         not made on the day received,  the funds shall be invested by the Agent
         in overnight  obligations,  and  interest  thereon paid pro rata to the
         Banks.


             (b) If in the reasonable  opinion of the Agent the  distribution of
         any  amount  received  by it in  such  capacity  hereunder,  under  the
         Revolving  Credit Notes or under any of the other Loan Documents  might
         involve  it  in  material   liability,   it  may  refrain  from  making
         distribution  until  its  right to make  distribution  shall  have been
         adjudicated  by a court of competent  jurisdiction,  provided  that the
         Agent  shall  invest  any  such  undistributed   amounts  in  overnight
         obligations  on behalf of the Banks and interest  thereon shall be paid
         pro rata to the  Banks.  If a court  of  competent  jurisdiction  shall
         adjudge that any amount  received and distributed by the Agent is to be
         repaid,  each Person to whom any such distribution shall have been made
         shall either repay to the Agent its  proportionate  share of the amount
         so  adjudged to be repaid or shall pay over the same in such manner and
         to such Persons as shall be determined by such court.


           (c)  Notwithstanding  anything  to the  contrary  contained  in  this
         Agreement or any of the other Loan  Documents,  any Bank that fails (i)
         to make  available  to the  Agent its pro rata  share of any  Revolving
         Credit Loan or (ii) to comply with the provisions of ss.14 with respect
         to making  dispositions  and arrangements  with the other Banks,  where
         such  Bank's  share of any  payment  received,  whether  by  setoff  or
         otherwise,  is in excess of its pro rata share of such payments due and
         payable  to all of the  Banks,  in each  case as,  when and to the full
         extent  required  by the  provisions  of this  Agreement,  or to adjust
         promptly such Bank's outstanding  principal and its pro rata Commitment
         Percentage  as  provided  in  ss.2.1,  shall be  deemed  delinquent  (a
         "Delinquent  Bank")  and shall be deemed a  Delinquent  Bank until such
         time as such  delinquency  is  satisfied.  A  Delinquent  Bank shall be
         deemed  to  have  assigned  any  and all  payments  due to it from  the
         Borrower,  whether on account of  outstanding  Revolving  Credit Loans,
         interest,  fees or otherwise,  to the remaining nondelinquent Banks for
         application  to, and reduction of, their  respective pro rata shares of
         all  outstanding  Revolving  Credit Loans.  The Delinquent  Bank hereby
         authorizes the Agent to distribute  such payments to the  nondelinquent
         Banks  in  proportion  to  their  respective  pro  rata  shares  of all
         outstanding   Revolving  Credit  Loans.  If  not  previously  satisfied
         directly by the Delinquent  Bank, a Delinquent  Bank shall be deemed to
         have  satisfied  in full a  delinquency  when and if,  as a  result  of
         application  of the  assigned  payments  to all  outstanding  Revolving
         Credit Loans of the nondelinquent Banks, the Banks' respective pro rata
         shares of all outstanding Revolving Credit Loans have returned to those
         in effect  immediately  prior to such  delinquency  and without  giving
         effect to the nonpayment causing such delinquency.


      ss14.6.  Holders of Revolving  Credit Notes.  The Agent may deem and treat
the payee of any  Revolving  Credit  Notes as the  absolute  owner or  purchaser
thereof for all purposes  hereof  until it shall have been  furnished in writing
with a  different  name by such payee or by a  subsequent  holder,  assignee  or
transferee.


      ss14.7.  Indemnity.  The  Banks  ratably  and  severally  agree  hereby to
indemnify  and hold  harmless  the Agent from and  against  any and all  claims,
actions and suits (whether  groundless or otherwise),  losses,  damages,  costs,
expenses  (including any expenses for which the Agent has not been reimbursed by
the  Borrower  as  required  by  ss.18),  and  liabilities  of every  nature and
character  arising out of or related to this  Agreement,  the  Revolving  Credit
Notes,  or any of the other Loan Documents or the  transactions  contemplated or
evidenced  hereby  or  thereby,  or  the  Agent's  actions  taken  hereunder  or
thereunder,  except to the extent that any of the same shall be directly  caused
by the Agent's willful misconduct or gross negligence.


           ss14.8.  Agent as Bank. In its individual  capacity as a Bank,  Rhode
Island Hospital Trust National Bank shall have the same obligations and the same
rights,  powers and  privileges in respect to its  Commitment  and the Revolving
Credit Loans made by it, and as the holder of any of the Revolving Credit Notes,
as it would have were it not also the Agent.


          ss14.9  Notification  of  Defaults  and Events of  Default.  Each Bank
hereby agrees that,  upon learning of the existence of a default,  Default or an
Event of  Default,  it shall  (to the  extent  notice  has not  previously  been
provided)  promptly notify the Agent thereof.  The Agent hereby agrees that upon
receipt of any  notice  under this  ss.14.9 it shall  promptly  notify the other
Banks of the existence of such default, Default or Event of Default.


     ss14.10.  Duties in the Case of Enforcement.  In case one of more Events of
Default have occurred and shall be continuing,  and whether or not  acceleration
of the Obligations shall have occurred,  the Agent shall, if (a) so requested by
the Majority Banks and (b) the Banks have provided to the Agent such  additional
indemnities  and assurances  against  expenses and  liabilities as the Agent may
reasonably request,  proceed to enforce the provisions of this Agreement and the
Security Documents  authorizing the sale or other disposition of all or any part
of the  Collateral  and exercise all or any such other legal and  equitable  and
other  rights or  remedies  as it may have in  respect  of such  Collateral  and
enforcement  of the Banks' rights  against the Borrower and the Guarantor  under
this Agreement and the other Loan  Documents.  The Majority Banks may direct the
Agent in  writing  as to the  method  and the  extent  of any such sale or other
disposition,  the Banks  (including  any Bank  which is not one of the  Majority
Banks)  hereby  agreeing to ratably and  severally  indemnify and hold the Agent
harmless  from all  liabilities  incurred  in  respect of all  actions  taken or
omitted in  accordance  with such  directions,  provided that the Agent need not
comply with any such direction to the extent that the Agent reasonably  believes
the Agent's  compliance  with such  direction  to be  unlawful  or  commercially
unreasonable in any applicable jurisdiction.


     ss14.11. Successor Agent. Rhode Island Hospital Trust National Bank, or any
successor  Agent,  may  resign  as Agent at any time by  giving  written  notice
thereof to the Banks and to the Borrower.  In addition,  the Majority  Banks may
remove  the  Agent  in the  event of the  Agent's  willful  misconduct  or gross
negligence.  Any such resignation or removal shall be effective upon appointment
and  acceptance of a successor  Agent,  as hereinafter  provided.  Upon any such
resignation  or removal,  the  Majority  Banks shall have the right to appoint a
successor  Agent,  provided that,  unless a Default or an Event of Default shall
have occurred and be  continuing,  the Borrower  shall have the right to approve
any successor Agent, which approval shall not be unreasonably  withheld.  If, in
the case of a resignation  by the Agent,  no successor  Agent shall have been so
appointed by the Majority  Banks and  approved by the  Borrower,  and shall have
accepted such  appointment,  within thirty (30) days after the retiring  Agent's
giving of notice of  resignation,  then the retiring Agent may, on behalf of the
Banks,  appoint  any one of the  other  Banks  as a  successor  Agent.  Upon the
acceptance of any  appointment  as Agent  hereunder by a successor  Agent,  such
successor  Agent  shall  thereupon  succeed  to and become  vested  with all the
rights, powers,  privileges and duties of the retiring or removed Agent, and the
retiring  or removed  Agent  shall be  discharged  from all  further  duties and
obligations  as Agent under this  Agreement.  After any Agent's  resignation  or
removal  hereunder  as Agent,  the  provisions  of this ss.14 shall inure to its
benefit as to any actions  taken or omitted to be taken by it while it was Agent
under  this  Agreement.  The Agent  agrees  that it shall not  assign any of its
rights or duties as Agent to any other Person.


         ss14.12.  Notices.  Any notices or other information required hereunder
to be provided to the Agent shall be forwarded by the Agent to each of the Banks
on the same day (if  practicable)  and, in any case,  on the next  Business  Day
following the Agent's receipt thereof.  The Agent's receipt of such notice shall
be deemed to constitute receipt by the Banks of any such notice.

         ss.15.     ASSIGNMENT; PARTICIPATIONS; ETC.


     ss15.1. Conditions to Assignments by Banks. Except as provided herein, each
Bank may  assign  to one or more  Eligible  Assignees  all or a  portion  of its
interests,  rights and  obligations  under this  Agreement  (including  all or a
portion of its Commitment  Percentage and Commitment and the same portion of the
Revolving  Credit Loans at the time owing to it) and the Revolving  Credit Notes
held by it;  provided  that (a) the Agent  and,  unless a Default or an Event of
Default shall have occurred and be continuing,  the Borrower each shall have the
right to approve any Eligible Assignee, which approval shall not be unreasonably
withheld, it being agreed that the Agent and the Borrower must approve or reject
a  proposed  Eligible  Assignee  within  seven (7) days of  receiving  a written
request from any Bank for such  approval and if the Agent or the Borrower  fails
to respond within such seven (7) day period,  such request for approval shall be
deemed  approved by the Agent or the Borrower,  or both, as the case may be, (b)
each such assignment  shall be of a constant,  and not a varying,  percentage of
all the  assigning  Bank's  rights and  obligations  under this  Agreement,  (c)
subject to the provisions of ss.2.3 hereof, each Bank shall have at all times an
amount of its Commitment of not less than $8,000,000 and (d) the parties to such
assignment shall execute and deliver to the Agent, for recording in the Register
(as hereinafter  defined),  an assignment and assumption,  substantially  in the
form of Exhibit I hereto (an  "Assignment  and  Assumption"),  together with any
Revolving  Credit  Notes  subject  to  such  assignment.  Upon  such  execution,
delivery,  acceptance and recording, from and after the effective date specified
in each Assignment and  Assumption,  which effective date shall be at least five
(5) Business Days after the execution thereof, (i) the assignee thereunder shall
be a party hereto and, to the extent provided in such Assignment and Assumption,
have the rights and obligations of a Bank hereunder and thereunder, and (ii) the
assigning Bank shall, to the extent provided in such assignment and upon payment
to the Agent of the  registration  fee referred to in ss.15.3,  be released from
its obligations  under this Agreement.  Any such Assignment and Assumption shall
run to the  benefit  of the  Borrower  and a fully  executed  copy  of any  such
Assignment and Assumption shall be delivered by the Assignor to the Borrower.


     ss15.2. Certain Representations and Warranties:  Limitations; Covenants. By
executing  and  delivering  an  Assignment  and  Assumption,  the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows: (a) other than the representation and warranty that it is the
legal and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim, the assigning Bank makes no representation or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made in or in connection  with this Agreement or the execution,
legality, validity,  enforceability,  genuineness,  sufficiency or value of this
Agreement,  the  other  Loan  Documents  or any  other  instrument  or  document
furnished  pursuant hereto;  (b) the assigning Bank makes no  representation  or
warranty and assumes no responsibility  with respect to the financial  condition
of the  Borrower  and its  Subsidiaries  or the  Guarantor  or any other  Person
primarily or  secondarily  liable in respect of any of the  Obligations,  or the
performance or observance by the Borrower and its  Subsidiaries or the Guarantor
or any other  Person  primarily or  secondarily  liable in respect of any of the
Obligations of any of their obligations under this Agreement or any of the other
Loan Documents or any other instrument or document  furnished pursuant hereto or
thereto  or the  validity  or  enforceability  or  priority  of any  lien or any
Collateral;  (c) such  assignee  confirms  that it has  received  a copy of this
Agreement,  together with copies of such other  documents and  information as it
has deemed  appropriate  to make its own credit  analysis  and decision to enter
into such Assignment and Assumption;  (d) such assignee will,  independently and
without  reliance upon the assigning Bank, the Agent or any other Bank and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own credit and Collateral decisions in taking or not taking
action under this Agreement;  (e) such assignee  represents and warrants that it
is an Eligible Assignee;  (f) such assignee appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise  such powers  under this
Agreement  and the other Loan  Documents  as are  delegated  to the Agent by the
terms hereof or thereof,  together with such powers as are reasonably incidental
thereto;  (g) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as a Bank; and (h) such assignee represents and warrants that
it is legally authorized to enter into such Assignment and Assumption.


     ss15.3.Register.  The Agent shall  maintain a copy of each  Assignment  and
Assumption  delivered to it and a register or similar list (the  "Register") for
the  recordation  of the names  and  addresses  of the Banks and the  Commitment
Percentages of, and principal amount of the Revolving Credit Loans owing to, the
Banks from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error,  and the Borrower,  the Agent and the Banks may treat
each Person whose name is recorded in the Register as a Bank  hereunder  for all
purposes of this  Agreement.  The Register  shall be available for inspection by
the  Borrower  and the Banks at any  reasonable  time and from time to time upon
reasonable prior notice.  Upon each such recordation,  the assigning Bank agrees
to pay to the Agent a registration fee in the sum of $2,500.


     ss15.4.  New Revolving Credit Notes.  Upon its receipt of an Assignment and
Assumption  executed  by the  parties  to such  assignment,  together  with each
Revolving  Credit Notes subject to such  assignment,  the Agent shall (a) record
the information  contained  therein in the Register,  and (b) give prompt notice
thereof to the Borrower and the Banks (other than the  assigning  Bank).  Within
five (5) Business  Days after receipt of such notice,  the Borrower,  at its own
expense,  shall  execute  and  deliver  to  the  Agent,  in  exchange  for  each
surrendered Revolving Credit Notes, a new Revolving Credit Notes to the order of
such Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee  pursuant to such  Assignment and Assumption and, if the assigning Bank
has retained some portion of its obligations  hereunder,  a new Revolving Credit
Notes to the  order  of the  assigning  Bank in an  amount  equal to the  amount
retained by it  hereunder.  Such new  Revolving  Credit Notes shall provide that
they are replacements for the surrendered Revolving Credit Notes, shall be in an
aggregate  principal  amount  equal to the  aggregate  principal  amount  of the
surrendered  Revolving  Credit Notes,  shall be dated the effective date of such
Assignment and Assumption and shall  otherwise be in  substantially  the form of
the assigned  Revolving  Credit Notes.  The surrendered  Revolving  Credit Notes
shall be canceled and returned to the Borrower.


     ss15.5.  Participants.  Each  Bank may sell  participations  to one or more
banks  or  other  entities  in  all or a  portion  of  such  Bank's  rights  and
obligations under this Agreement and the other Loan Documents; provided that (a)
the Borrower  shall have  approved  such  participant  (such  approval not to be
unreasonably withheld), (b) each such participation shall be in an amount of not
less than $8,000,000,  (c) any such sale or  participation  shall not affect the
rights and duties of the selling  Bank  hereunder  to the Borrower and the Agent
and the Bank shall  continue to exercise all approvals,  disapprovals  and other
functions of a Bank, (d) the only rights granted to the participant  pursuant to
such  participation   arrangements  with  respect  to  waivers,   amendments  or
modifications  of, or approvals under, the Loan Documents shall be the rights to
approve waivers,  amendments or modifications that would reduce the principal of
or the interest rate on any Revolving Credit Loans,  extend the term or increase
the amount of the  Commitment  of such Bank as it  relates to such  participant,
reduce the amount of any fees to which such  participant  is  entitled or extend
any  regularly  scheduled  payment date for  principal  or interest,  and (e) no
participant  shall have the right to grant further  participations or assign its
rights,  obligations  or interests  under such  participation  to other  Persons
without the prior written consent of the Agent.


          ss15.6. Pledge by Lender.  Notwithstanding any other provision of this
Agreement, any Bank at no cost to the Borrower may at any time pledge all or any
portion of its interest and rights under this  Agreement  (including  all or any
portion of its  Revolving  Credit  Notes) to any of the twelve  Federal  Reserve
Banks organized under ss.4 of the Federal Reserve Act, 12 U.S.C. ss.341. No such
pledge or the  enforcement  thereof  shall  release  the  pledgor  Bank from its
obligations hereunder or under any of the other Loan Documents.


     ss15.7.  No  Assignment  by  Borrower.  The  Borrower  shall not  assign or
transfer  any of its  rights  or  obligations  under  any of the Loan  Documents
without prior Unanimous Bank Approval.


         ss15.8.   Disclosure.   The  Borrower   agrees  that,  in  addition  to
disclosures  made in accordance with standard banking  practices,  any Bank may,
after written notice to the Borrower, disclose information obtained by such Bank
pursuant to this Agreement to assignees or participants and potential  assignees
or participants  hereunder.  Any such disclosed  information shall be treated by
any assignee or participant with the same standard of confidentiality  set forth
herein.


          ss16.  CONSENTS,   AMENDMENTS,   WAIVERS,  ETC.  Except  as  otherwise
expressly  provided  in this  Agreement,  any  consent or  approval  required or
permitted by this  Agreement may be given,  and any term of this Agreement or of
any other of the other Loan  Documents may be amended,  and the  performance  or
observance  by the Borrower or the  Guarantor of any terms of this  Agreement or
the other Loan Documents or the continuance of any default,  Default or Event of
Default may be waived (either  generally or in a particular  instance and either
retroactively or prospectively)  with, but only with, the written consent of the
Majority Banks.

         Notwithstanding  the  foregoing,   Unanimous  Bank  Approval  shall  be
required for any amendment, modification or waiver of this Agreement that:


               (i)reduces or  forgives  any  principal  of any unpaid  Revolving
                  Credit Loan or any interest  thereon  (including  any interest
                  "breakage"  costs)  or any  fees due any  Bank  hereunder,  or
                  permits any prepayment not otherwise permitted hereunder; or


                (ii)           changes  the unpaid  principal  amount  of, or
                     the rate of  interest  on, any  Revolving
                  Credit Loan; or


                (iii) changes the date fixed for any payment of  principal of or
                  interest  on any  Revolving  Credit Loan  (including,  without
                  limitation,  any  extension of the Maturity  Date) or any fees
                  payable hereunder; or


                 (iv)  changes the amount of any Bank's  Commitment  (other than
                  pursuant to an assignment  permitted  under ss.15.1 hereof) or
                  increases the amount of the Total Commitment; or


                  (v)         amends or otherwise  changes the  definition  of
                       the  Borrowing  Base,  or the method of
                         calculating such Borrowing Base; or


                  (vi)  amends any of the covenants contained in ss.9 hereof; or


                  (vii)  releases any  Collateral  beyond any release  expressly
                  provided  for  in  ss.5.3  hereof,   or,  except  for  utility
                  easements and the like approved by the Agent, subordinates any
                  lien  granted to the Agent for the benefit of the Banks to any
                  lien for the benefit of any Person; or


                  (viii)         releases or reduces the liability of the
                        Guarantor pursuant to the Guaranty; or


                   (ix)        modifies  any  provision  herein or in any other
                  Loan Document  which  by  the  terms  thereof  expressly
                  requires Unanimous Bank Approval; or


                   (x)        amends any of the provisions governing funding
                          contained in ss.2 hereof; or


                    (xi) changes the rights,  duties or obligations of the Agent
                  specified  in ss.15  hereof  (provided  that no  amendment  or
                  modification  to such ss.15 or to the fee payable to the Agent
                  under this  Agreement  may be made  without the prior  written
                  consent of the Agent); or


                    (xii)       changes the definitions of Majority Banks or
                              Unanimous Bank Approval.

         No waiver shall extend to or affect any obligation not expressly waived
or impair  any right  consequent  thereon.  No  course  of  dealing  or delay or
omission  on the part of the  Agent or the Banks or any Bank in  exercising  any
right shall  operate as a waiver  thereof or  otherwise be  prejudicial  to such
right or any other rights of the Agent or the Banks. No notice to or demand upon
the Borrower  shall entitle the Borrower to other or further notice or demand in
similar or other circumstances.


           ss7.  [Intentionally Omitted].


     ss18.  MISCELLANEOUS.  The Borrower and the Guarantor jointly and severally
agree to indemnify  and hold harmless the Agent and the Banks against all claims
and losses of every kind arising out of the Loan  Documents,  including  without
limitation  against those in respect of the application of Environmental Laws to
the  Borrower.  The  Borrower and the  Guarantor  shall pay to the Agent and the
Banks promptly on demand all reasonable costs and expenses  (including any taxes
and legal appraisal,  engineering and other professional fees,  syndication fees
and fees of its commercial finance examiner) incurred by the Agent and the Banks
in  connection  with  the  preparation,   negotiation,   execution,   amendment,
syndication or enforcement of any of the Loan Documents. Any communication to be
made  hereunder  shall  (a) be  made  in  writing  and by  hand  delivery  or by
registered  or certified  first class mail,  and (b) be made or delivered to the
address of the party  receiving  notice which is  identified  with its signature
below (unless such party has by five (5) days' written notice specified  another
address), and shall be deemed made or delivered,  when dispatched,  left at that
address, or five (5) days after being mailed,  postage prepaid, to such address.
This  Agreement  shall be  binding  upon and inure to the  benefit of each party
hereto and its  successors  and  assigns  (but  neither  the  Guarantor  nor the
Borrower may assign its rights or  obligations  hereunder) and the Guarantor and
the Borrower agree to cooperate and execute and deliver any and all  agreements,
documents  and  instruments  reasonably  required in  connection  with the terms
hereof, including,  without limitation, any documents reasonably required by any
Bank in  connection  with the  assignment  by such Bank of any of its rights and
remedies  hereunder.  No failure or delay by the Agent and the Banks to exercise
any right hereunder  shall operate as a waiver thereof,  nor shall any single or
partial  exercise of any right,  power or  privilege  preclude  any other right,
power or privilege.  The  provisions of this  Agreement are severable and if any
one provision  hereof shall be held invalid or unenforceable in whole or in part
in any jurisdiction,  such invalidity or unenforceability shall affect only such
provision in such jurisdiction.  This Agreement,  together with all Exhibits and
Schedules hereto, expresses the entire understanding of the parties with respect
to the transactions contemplated hereby. This Agreement and any amendment hereby
may be executed in several counterparts, each of which shall be an original, and
all of which shall constitute one agreement. In proving this Agreement, it shall
not be necessary to produce more than one such counterpart executed by the party
to be charged.  THIS AGREEMENT AND THE NOTE ARE CONTRACTS  UNDER THE LAWS OF THE
STATE OF CONNECTICUT AND SHALL BE CONSTRUED IN ACCORDANCE THEREWITH AND GOVERNED
THEREBY.  THE BORROWER  AGREES THAT ANY SUIT FOR THE  ENFORCEMENT  OF ANY OF THE
LOAN  DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF  CONNECTICUT OR ANY
FEDERAL COURT SITTING THEREIN. The Borrower and the Guarantor,  as an inducement
to the Agent  and the Banks to enter  into this  Agreement,  hereby  waives  all
rights to a jury trial with respect to any action arising in connection with any
Loan Document.



     ss19.   PREJUDGEMENT   REMEDY  WAIVER.   THE  BORROWER  AND  THE  GUARANTOR
ACKNOWLEDGE  THAT THE  FINANCING  EVIDENCED  HEREBY IS A COMMERCIAL  TRANSACTION
WITHIN THE MEANING OF CHAPTER  903a OF THE  CONNECTICUT  GENERAL  STATUTES.  THE
BORROWER  AND THE  GUARANTOR  HEREBY WAIVE THEIR RIGHT TO NOTICE AND PRIOR COURT
HEARING OR COURT ORDER UNDER  CONNECTICUT  GENERAL STATUTES SECTIONS 52-278a ET.
SEQ. AS AMENDED OR UNDER ANY OTHER STATE OR FEDERAL LAW WITH  RESPECT TO ANY AND
ALL  PREJUDGMENT  REMEDIES  THE AGENT AND THE BANKS MAY EMPLOY TO ENFORCE  THEIR
RIGHTS AND REMEDIES HEREUNDER. MORE SPECIFICALLY,  THE BORROWER ACKNOWLEDGE THAT
THE  BANK'S  AND  THE  AGENT'S  ATTORNEY  MAY,  PURSUANT  TO  CONN.  GEN.  STAT.
ss.52-278F,  ISSUE A WRIT FOR A  PREJUDGMENT  REMEDY  WITHOUT  SECURING  A COURT
ORDER. THE BORROWER  ACKNOWLEDGE AND RESERVE THEIR RIGHT TO NOTICE AND A HEARING
SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS AFORESAID AND THE
AGENT AND THE BANKS ACKNOWLEDGE THE BORROWER'S AND THE GUARANTOR'S RIGHT TO SAID
HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT.


<PAGE>


         IN WITNESS  WHEREOF,  the undersigned have duly executed this Agreement
as a sealed instrument as of the date first set forth above.


                 ........         GROVE OPERATING, L.P.

                 ........         By:  Grove Property Trust



                 ........         By:  /s/ Joseph R. LaBrosse
                 ........             ------------------------
                                           Name:  Joseph Labrosse
                 ........                  Title:    Treasurer
                 ........                  Address:  598 Asylum Avenue
                 ........                  Hartford, Connecticut   06105
                 ........                  Telephone:  (860) 520-4789
                 ........                  Telecopy:    (860) 947-6960



                 ........         GROVE PROPERTY TRUST



                 ........         By:  /s/ Joseph R. LaBrosse
                                      -----------------------
                 ........                  Name:  Joseph Labrosse
                 ........                  Title:    Treasurer
                 ........                  Address:  598 Asylum Avenue
                 ........                  Hartford, Connecticut   06105
                 ........                  Telephone:  (860) 520-4789
                 ........                  Telecopy:    (860) 947-6960





<PAGE>


                 ........         RHODE ISLAND HOSPITAL
                 ........         TRUST NATIONAL BANK,
                 ........         individually and as Agent



                 ........         By:  Keb H. Brockenbury
                                       ------------------------
                 ........                  Name:Keb H. Brockenbury
                 ........                  Title:First Vice-President
                 ........                  Address:  One Hospital Trust Plaza
                 ........                  Providence, Rhode Island   02903
                 ........                  Telephone:  (401) 278-7416
                 ........                  Telecopy:    (401) 278-8006





                 ........         By:    /s/James St. Thomas
                                         --------------------
                 ........                  Name:  James St. Thomas
                 ........                  Title:    First Vice President
                 ........                  Address:  One Hospital Trust Plaza
                 ........                  Providence, Rhode Island   02903
                 ........                  Telephone:  (401) 278-7416
                 ........                  Telecopy:    (401) 278-8006