Exhibit 4.1

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

            THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

      Third Amended and Restated Agreement of Limited Partnership of Franklin
Street Partners Limited Partnership, a Massachusetts limited partnership (the
"Partnership"), dated as of January 1, 2000, among George J. Carter, R. Scott
MacPhee, Richard R. Norris, and William W. Gribbell, each as a general partner
(each of them being sometimes hereinafter referred to individually as a "General
Partner" and collectively as the "General Partners"), Scott H. Carter and
Jeffrey B. Carter as limited partners (the "Class B Limited Partners") and those
Persons listed on Schedule I hereto as limited partners (the "Limited
Partners"). The General Partners, Limited Partners and Class B Limited Partners
are sometimes hereinafter referred to individually as a "Partner" and
collectively as the "Partners." "Person" means any natural person or any
corporation, partnership, limited liability company, trust or other entity.

                              Preliminary Statement

      The Partnership was formed as a limited partnership pursuant to an
Agreement of Limited Partnership dated as of January 24,1997, as amended to date
(the "Original Partnership Agreement") and a Certificate of Limited Partnership
dated as of February 4,1997, filed with the Office of the Secretary of State of
the Commonwealth of Massachusetts (the "`Filing Office") on February 4, 1997.

      The purposes of this amendment to the Original Partnership Agreement are
to (i) provide for the admission of additional Limited Partners to the
Partnership, (ii) set out more fully the rights, obligations and duties of the
General Partners and the Limited Partners, and (iii) amend and restate in its
entirety the Original Partnership Agreement.

      WHEREAS, the Original Partnership Agreement provides that the General
Partners may amend the Original Partnership Agreement, without the consent or
approval of the Limited Partners or Class B Limited Partners, in any manner they
deem necessary or appropriate in connection with establishing, or taking steps
to establish, a public market for the Units (as defined below) of limited
partnership interest;

      WHEREAS, the Original Partnership Agreement provides that the distribution
of cash by the Partnership and allocations of net profits and net losses shall
be made in;

      WHEREAS, the General Partners have determined that allocating
distributions of cash on the basis of units of partnership interest designated
as general partnership interest, limited partnership interest or Class B limited
partnership interest (collectively, "Units") rather than on the basis of fixed
percentages to the Limited Partners, General Partners and Class B Limited
Partners as groups, is an appropriate step for the Partnership to take in
preparing to establish a public market for the Units of limited partnership
interest;

      WHEREAS, the General Partners have determined that converting the
percentage interests of the General Partners and the Class B Limited Partners
into a number of Units of general partnership interest and Class B limited
partnership, respectively, equal to their respective corresponding percentages
of the total number of Units (taking into account the dilutive effect of the
admission of additional Limited Partners pursuant to this amendment), does not
affect the method of allocation of cash distributions or the method of
allocation of net profits or net losses except by reducing the percentages
thereof allocated to the General Partners and the Class B Limited Partners; and

      WHEREAS, the Class B Limited Partners are consenting to the adoption of
this amendment.

      NOW, THEREFORE, it is hereby agreed that the Original Partnership
Agreement is amended and restated and shall be replaced in its entirety by the
following agreement:

                                    ARTICLE I

                               GENERAL PROVISIONS

      1.01 Name of the Partnership. The name of the Partnership shall be
Franklin Street Partners Limited Partnership, or such other name as the General
Partners may from time to time determine. The General Partners shall cause to be
filed on behalf of the Partnership such partnership or assumed or fictitious
name certificate or certificates as may from time to time be required by law.

      1.02 Business of the Partnership. The business of the Partnership shall be
to (i) hold a 99% interest in FSP Investments LLC, a Massachusetts limited
liability company, (ii) own corporations or other entities organized to act as
general partners of limited partnerships sponsored by FSP Investments LLC
("Sponsored Partnerships"), (iii) hold a 99% interest in FSP Property Management
LLC, a Massachusetts limited liability company, (iv) acquire by merger or
otherwise the Sponsored Partnerships, and (v) engage in any other activity in
which a limited partnership organized under the laws of the Commonwealth of
Massachusetts may lawfully engage. FSP Investments LLC, FSP Property Management
LLC, the entities referred to in clause (ii) above and any other entities in


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which the Partnership may hold an equity interest are hereinafter referred to as
"Operating Companies."

      1.03 Place of Business of the Partnership. The principal place of business
of the Partnership shall be located at 401 Edgewater Place, Suite 200,
Wakefield, Massachusetts 01880. The General Partners may, at any time and from
time to time, change the location of the Partnership's principal place of
business, upon written notice of such change to the Limited Partners and Class B
Limited Partners, and may establish such additional place or places of business
of the Partnership as they may from time to time determine.

      1.04 Duration of the Partnership. The Partnership commenced upon the
filing of a Certificate of Limited Partnership for the Partnership in accordance
with the Uniform Limited Partnership Act as enacted in the Commonwealth of
Massachusetts (the "Partnership Act"), and shall have infinite life unless
terminated at an earlier date in accordance with Article VII hereof.

      1.05 Partners' Names and Addresses. The names and business address of the
General Partners are:

           George J. Carter
           R. Scott MacPhee
           Richard R. Norris
           William W. Gribbell
           401 Edgewater Place, Suite 200
           Wakefield, Massachusetts 01880

The names and mailing addresses of the Limited Partners are as set forth on
Schedule II hereto. The names and business addresses of the Class B Limited
Partners are set forth on Schedule III hereto.

      1.06 Title to Partnership Property. All property owned by the Partnership,
whether real or personal, tangible or intangible, shall be deemed to be owned by
the Partnership as an entity, and no Partner, individually, shall have any
ownership of such property. The Partnership may hold any of its assets in its
own name or in the name of its nominee, which nominee may be one or more
individuals, partnerships, trusts or other entities.

      1.07 Resident Agent. The Partnership's agent for service of process shall
be George J. Carter, 5 Megans Way, Gloucester, Massachusetts 01930, or such
other Person as may be designated by the General Partners in a certificate of
amendment to the Certificate of Limited Partnership of the Partnership filed
with the Secretary of State of Massachusetts. The General Partners shall give
each Limited Partner prompt notice of any change of such agent for service of
process.

      1.08 Certificate of Limited Partnership. Except as otherwise provided
herein, the General Partners shall not be obligated to deliver or mail copies of
the Partnership Certificate of Limited Partnership or any certificate of
amendment thereto or of cancellation thereof to the Limited Partners or Class B
Limited Partners. Such documents will be available for inspection at the offices
of the Partnership as provided in Section 5.01 hereof.

                                   ARTICLE II

                    CAPITAL CONTRIBUTIONS, PROFITS AND LOSSES

      2.01 Capital Contributions.

                  (a) The General Partners have contributed $100,003 in cash to
the capital of the Partnership and own the number of Units of general
partnership interest set forth opposite their respective names on Schedule I
hereto.

                  (b) The Limited Partners have made contributions to the
capital of the Partnership in the amounts, and own the number of Units of
limited partnership interest, set forth opposite their respective names on
Schedule II hereto.

                  (c) The Class B Limited Partners have made contributions to
the capital of the Partnership in the amounts, and own the number of Units of
Class B limited partnership interest, set forth opposite their respective names
on Schedule III hereto.

                  (d) No interest shall accrue on any contributions to the
capital of the Partnership, and no Partner shall have the right to withdraw or
to be repaid any capital contributed by him, except as specifically provided in
this Agreement. No Partner shall be required to contribute any additional
capital to the Partnership.

      2.02 Capital Accounts; Accounting Principles. A separate capital account
shall be maintained for each Partner (a "Capital Account"). Such accounts shall
be maintained and adjusted in accordance with the Internal Revenue Code of 1986,
as amended (the "Code"), and Treasury Regulation ss.1.704-1(b)(2)(iv) and other
applicable regulations under Sections 704(b) and (c) of the Code. There shall be
credited to each Partner's Capital Account the amount of money and the fair
market value of property actually contributed to the Partnership by such
Partner, and there shall be charged to such Capital Accounts the fair market
value of distributions to the Partner and the Partner's share of syndication
costs of the Partnership which are described in Section 709 of the Code.

      There shall also be credited or charged to the Capital Accounts of the
Partners their shares of the income or loss of the Partnership in the
proportions hereinafter set forth. The income or loss of the Partnership for any
fiscal year shall be the taxable income or loss as shown on the Partnership's
Federal income tax return, adjusted as required by the regulations under Section
704 of


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the Code. In particular, but not in limitation of the foregoing, the income of
the Partnership shall include income exempt from tax and any increases in basis
occasioned by Section 48(q)(2) of the Code, and losses shall include expenses
described in Section 705(a)(2)(B) of the Code (relating (primarily to expenses
incurred in generating income exempt from tax) and decreases in basis occasioned
by Section 48(a)(1) or (3) of the Code.

      If a new Partner is admitted to the Partnership (or the interest of an
existing Partner is increased) by reason of a contribution to it (and not by
reason of purchase of an existing interest in the Partnership), the Capital
Accounts of all Partners and the book basis of Partnership property shall be
adjusted to reflect the fair market value of Partnership property. Subsequent
depreciation and gain or loss on sale of Partnership property shall be based on
such adjusted books for purposes of Capital Accounts. Depreciation for book
purposes shall equal depreciation for tax purposes for any period during which
tax depreciation is allowable, so the only effect of such adjustment to the
Partnership's books will be that depreciation for book purposes will continue
after depreciation for tax purposes has expired. Taxable gain or loss on sale of
Partnership property shall be allocated first to eliminate any discrepancy
between a Partner's book and tax basis for his interest in the property, and
then in the manner in which book gain or loss is allocated.

      For purposes of determining the Partners' capital accounts, repayments of
loans made pursuant to Section 4.03 shall not be treated as distributions to
Partners.

      2.03 Definitions.

      For purposes of this Agreement, the following terms shall have the
following meanings:

      "Economic Risk of Loss" means the risk as determined under Treasury
Regulation ss.1-752-2 (taking all applicable "grandfathering" rules into
account) that a Partner or Person related to a Partner will suffer an economic
loss as a result of the failure of the Partnership to repay a liability.

      "Excess Negative Balance" for a Partner means the excess, if any, of (i)
the negative balance in a Partner's Capital Account after reducing such balance
by the net adjustments, allocations and distributions described in Treasury
Regulation ss.1.704-1(b)(2)(ii)(d)(4), (5) and (6) which, as of the end of the
Partnership's taxable year are reasonably expected to be made to such Partner,
over (H) the sum of (A) the amount, if any, which the Partner is required to
restore to the Partnership upon liquidation of such Partner's interest in the
Partnership (or which is so treated pursuant to Treasury Regulations
ss.1104-1(b)(2)(h)(c)), (B) the Partner's Share of Minimum Gain and (C) that
portion of any indebtedness of the Partnership (other than Partner Nonrecourse
Debt) with respect to which the Partner bears the Economic Risk of Loss that
such indebtedness would not be repaid out of the Partnership's assets if all of
the Partnership's assets were sold at their respective tax basis as of the end
of the fiscal year or other period and the proceeds from the sales together with
any amounts described in clause (A), above, were used to pay the Partnership's
liabilities.

      "Net Profits" and "Net Losses" mean the taxable income or loss, as the
case may be, for a period (or from a transaction) as determined in accordance
with Code Section 703(a) computed with any adjustments required by Treasury
Regulation ss.1.704-1(b)(2)(iv).

      "Minimum Gain" means the amount determined by computing with respect to
each Nonrecourse Debt of the Partnership, the amount of gross income, if any,
that would be realized by the Partnership if it disposed of the property
securing such debt in full satisfaction thereof, and by then aggregating the
amounts so computed.

      "Nonrecourse Debt" means any Partnership liability to the extent that the
liability is nonrecourse for purposes of Treasury Regulation ss.1.1001-2.

      "Nonrecourse Deductions" for a taxable year means deductions funded by
Nonrecourse Debt as determined under Treasury Regulation ss.ss.1.704-2(c) and
1.704-2(i)(2).

      "Partner Nonrecourse Debt" means any Nonrecourse Debt to the extent that a
Partner bears the Economic Risk of Loss associated with the debt.

      "Partnership Capital" means the fair market value of all of the
Partnership's assets reduced by the amount of all of the Partnership's
liabilities.

      "Share of Minimum Gain" means, for each Partner, the sum of such Partner's
share of Minimum Gain attributable to Nonrecourse Debt other than Partner
Nonrecourse Debt (computed in accordance with Treasury Regulation ss.1.704-2(g))
and such Partner's share of Minimum Gain attributable to Partner Nonrecourse
Debt (computed in accordance with Treasury Regulation ss.1.704-2(i)(5)).

      2.04 Allocation of Net Profits and Net Losses.

                  (a) Except as provided in Sections 2.05 and 2.06 below (which
shall be applied first), the Net Profits and Net Losses of the Partnership from
operations `for any year (or other fiscal period) shall be allocated pro rata
among the Partners in proportion to the number of Units held by each of them.

                  (b) Except as provided in Sections 2.05 and 2.06 below (which
shall be applied first), any Net Profits arising from a sale or other
disposition of all or any portion of the Partnership's property or upon
liquidation of the Partnership shall be allocated as follows:


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                        (i)   First, to any Partners having negative Capital
                              Account balances, in proportion to and to the
                              extent of such negative balances; and

                        (ii)  The balance, if any, to the Partners in such
                              proportions and in such amounts as would result in
                              the respective Capital Account balance of each
                              Partner equaling, as nearly as possible, such
                              Partner's share of the then Partnership Capital
                              determined by calculating the amount the Partner
                              would receive if an amount equal to the
                              Partnership Capital were distributed to the
                              Partners in accordance with the provisions of
                              Section 3.01.

                  (c) Except as provided in Sections 2.05 and 2.06 below (which
shall be applied first), any Net Losses arising from a sale or other disposition
of all or any portion of the Partnership's property or upon liquidation of the
Partnership shall be allocated among the Partners as follows:

                        (i)   First, to each Partner with a positive Capital
                              Account balance, in the amount of such positive
                              balance; provided, however, that if the amount of
                              Net Losses to be allocated is less than the sum of
                              the Capital Account balances of all Partners
                              having positive Capital Account balances, then the
                              Net Losses shall be allocated to the Partners in
                              such proportions and in such amounts as would
                              result in the respective Capital Account balance
                              of each Partner equaling, as nearly as possible,
                              such Partner's share of the then Partnership
                              Capital determined as set forth in Section
                              2.04(b)(ii) above; and

                        (ii)  The balance, if any, pro rata to the Partners in
                              accordance with the number of Units held by each
                              of them.

                  (d) If the amount of Net Profits allocable to the Partners
pursuant to Section 2.04(b)(ii) or the amount of Net Losses allocable to them
pursuant to Section 2.04(c)(i) is insufficient to allow the Capital Account
balance of each Partner to equal such Partner's share of the Partnership
Capital, such Net Profits or Net Losses shall be allocated among the Partners in
such a manner as to decrease the differences between the Partners' respective
Capital Account balances and their respective shares of the Partnership Capital
in proportion to such differences.

      2.05 Allocations of Nonrecourse Deductions and Minimum Gain.

      Notwithstanding the provisions of Section 2.04 above, the following
allocations of gross income and Nonrecourse Deductions shall be made in the
following order of priority:

                  (a) If in any year there is a net decrease in the amount of
Minimum Gain attributable to either (i) Nonrecourse Debt that is not Partner
Nonrecourse Debt or (ii) Partner Nonrecourse Debt, then each Partner shall first
be allocated items of gross income for such year (and, if necessary, subsequent
years) in an amount equal to such Partner's share of the net decrease in such
Minimum Gain (determined in accordance with Treasury Regulation
ss.ss.1.704-2(g)(2) and 1.704-2(i)(5)) to the minimum extent required by, and in
the manner specified in, Treasury Regulation ss.ss.1.704-2(f) and 1.704-2(i)(4).

                  (b) All Nonrecourse Deductions of the Partnership for any
year, other than Nonrecourse Deductions attributable to Partner Nonrecourse
Debt, shall be allocated in the same manner and proportions as are the Net
Profits or Net Losses of the Partnership for such year.

All Nonrecourse Deductions of the Partnership for any year attributable to
Partner Nonrecourse Debt shall be allocated to the Partners who bear the
Economic Risk of Loss with respect to the debt.

      2.06 Overriding Allocations of Net Profits and Net Losses.

      Notwithstanding the provisions of Section 2.04 above, but subject to the
provisions of Section 2.05 above, the following allocations of Net Profits and
Net Losses and items thereof shall be made:

                  (a) If, during any year a Partner receives any adjustment,
allocation or distribution described in Treasury Regulation
ss.1.704-1(b)(2)(ii)(d)(4), (5) or (6), and, as a result of such adjustment,
allocation or distribution, such Partner's Capital Account has an Excess
Negative Balance, then items of income for such year (and, if necessary,
subsequent years) shall first be allocated to such Partner in an amount equal to
such Partner's Excess Negative Balance.

                  (b) In no event shall Net Losses of the Partnership be
allocated to a Partner if such allocation would cause or increase an Excess
Negative Balance in such Partner's Capital Account.

                  (c) In the event that Net Profits, Net Losses or items thereof
are allocated to one or more Partners pursuant to subsections (a) or (b) above,
subsequent Net Profits and Losses will first be allocated (subject to the
provisions of subsections (a) and (b)) to the Partners in a manner designed to
result in each Partner having a Capital Account balance equal to what it would
have been had the original allocation of Net Profits, Net Losses or items
thereof pursuant to subsections (a) or (b) not occurred.

                  (d) Except as otherwise provided herein or as required by Code
Section 704, for tax purposes, all items of income, gain, loss, deduction or
credit shall be allocated to the Partners in the same manner as are Net Profits
and Net Losses.

                  (e) Allocation of items of income, gain, loss, deduction or
credit attributable to interests owned by the Partnership in


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entities which are treated as partnerships for Federal income tax purposes shall
be allocated in accordance with the provisions of Treasury Regulation
ss.1.704-2(k).

                  (f) The respective interests of the Partners in the net
profits and net losses of the Partnership shall remain as set forth above unless
changed by amendment to this Agreement or by a transfer of an interest in the
Partnership authorized by the terms of this Agreement.

                  (g) If Units are transferred by a Partner other than on the
first day of the Partnership's fiscal year, as between transferor and transferee
net profits and net losses for the year of transfer shall be allocated on the
basis of the number of days in such year that each was the owner of the Unit(s)
transferred without regard to the results of the Partnership's operations during
the periods before and after such transfer.

                  (h) In the event the Partnership shall, at any time, whether
pursuant to the dissolution of the Partnership or otherwise, distribute any
property in kind, the difference, if any, between the fair market value of such
property and the value at which such property is carried on the books of the
Partnership shall be credited (or charged) to the capital accounts of the
Partners in accordance with the manner in which the Partners would have shared
in the gain or loss from the sale of such property prior to such distribution.

      2.07 Minimum Allocations to General Partners. Notwithstanding the other
provisions of this Article II the General Partners shall receive at least 1% of
each item of income, gain, loss, deduction or credit allocated to the Partners
hereunder.

                                   ARTICLE III

                               CASH DISTRIBUTIONS

      3.01 Distribution of Cash. Cash available for distribution to Partners,
shall, in amounts which shall be the sole discretion of the General Partners, be
distributed within 90 days following the end of each fiscal quarter, subject to
the prior payment of all Partnership fees and obligations as they become due
(including, without limitation, the loans described in Section 4.03 and the
expenses described in Section 4.09 hereof), pro rata to the Partners in
proportion to the number of Units held by each of them.

                                   ARTICLE IV

                                   MANAGEMENT

      4.01 Management of the Partnership.

                  (a) The overall management and control of the business and
affairs of the Partnership shall be vested solely in the General Partners.
Unless and until revoked by the holders of a majority of the Units of general
partnership interest (such number is referred to herein as "a majority in
interest of the General Partners"), George J. Carter shall be the Managing
General Partner and, except as provided in Section 4.01(b) hereof, the Managing
General Partner shall have the full, exclusive and complete discretion in the
management and control of the business of the Partnership for the purposes
herein stated and shall make all decisions affecting the business of the
Partnership and shall exercise all of the powers, duties and responsibilities of
the General Partners under this Agreement. A majority in interest of the General
Partners may, at any time, revoke the Managing General Partner's authority to
manage and control the affairs of the Partnership and designate another General
Partner to be the Managing General Partner by giving notice to the Managing
General Partner of such election to revoke and designate, whereupon the business
of the Partnership will be managed and controlled by, the new Managing General
Partner. No Person dealing with the Partnership shall be required to inquire (i)
into the authority of any General Partner to take any action or to make any
decision hereunder or (ii) as to whether any necessary consents of other
Partners have been obtained.

                  (b) Notwithstanding anything herein to the contrary, the
following actions shall require the approval of a majority in interest of the
General Partners:

                        (i)   the disposition of all or substantially all of the
                              Partnership's interest in an Operating Company;

                        (ii)  the acquisition of an interest in an Operating
                              Company;

                        (iii) any amendment to this Agreement;

                        (iv)  the removal of a General Partner, with or without
                              Cause;

                        (v)   the admission of an additional General Partner or
                              additional Limited Partner; or

                        (vi)  the dissolution of the Partnership.

      4.02 Authority of the General Partners.

                  (a) Except as otherwise expressly provided in this Agreement,
all decisions respecting any matter set forth herein or otherwise affecting or
arising out of the conduct of the business of the Partnership shall be made by
the General Partners and the General Partners shall have the exclusive right and
full authority to manage, conduct and operate the Partnership's business.
Specifically, but not by way of limitation, and subject to Section 4.01 and
subsection (c) hereof, the General Partners shall be


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authorized in the name and on behalf of the Partnership:

            (1) to borrow money and, as security therefor, to mortgage, pledge
or otherwise encumber the assets of the Partnership;

            (2) to cause to be paid all amounts due and payable by the
Partnership to any Person;

            (3) to employ such agents, employees, managers, accountants,
attorneys, consultants and other Persons necessary or appropriate to carry out
the business and affairs of the Partnership, whether or not any such Persons so
employed are affiliated or related to any Partner, and to pay such fees,
expenses, salaries, wages and other compensation to such Persons as any of them
shall in his sole discretion determine; provided, however, that any Person
employed by the Partnership which is affiliated with or related to' any Partner
shall not be employed upon terms and conditions materially more favorable than
the Partnership would obtain from an unrelated third party for similar service;

            (4) to pay, extend, renew, modify, adjust, submit to arbitration,
prosecute, defend or compromise, upon such terms as any of them may determine
and upon such evidence as any of them may deem sufficient, any obligation, suit,
liability, cause of action or claim, including tax claims, either in favor of or
against the Partnership;

            (5) to compromise the obligation of a Partner to make a contribution
to the capital of the Partnership or to return to the Partnership money or other
property paid or distributed to such Partner in violation of the Uniform Limited
Partnership Act as enacted in the Commonwealth of Massachusetts;

            (6) to pay any and all fees and to make any and all expenditures
which any of them, in his sole discretion, deems necessary or appropriate in
connection with the organization of the Partnership, the offering and sale of
limited partnership interests therein, the management of the affairs of the
Partnership, and the carrying out of his obligations and responsibilities under
this Agreement;

            (7) to exercise the rights and fulfill the obligations of the
Partnership as an owner of an equity interest in any Operating Company,
including without limitation the giving of any consent, approval or waiver and
the taking of any actions permitted to be taken by the Partnership under the
governing documents of an Operating Company;

            (8) to cause to be obtained and continued in force all policies of
insurance which the General Partners deem reasonably necessary for the
protection of the Partnership, from such insurer or insurers as the General
Partners may, in their sole discretion, select;

            (9) to cause to be paid any and all taxes, charges and assessments
that may be levied, assessed or imposed upon any of the assets of the
Partnership, and, if they so determine, to contest any such taxes, charges or
assessments;

            (10) to serve as the tax matters partner for the Partnership,
pursuant to Sections 6221-6233 of the Code;

            (11) to acquire interests in Operating Companies and to sell or
otherwise dispose of or finance or refinance all or any portion of the
Partnership's interest in an Operating Company;

            (12) to execute such documents as the General Partners deem
necessary or advisable to reflect the Partnership's ownership of its interest in
an Operating Company as may be required;

            (13) to make all applicable elections under the Code;

            (14) to exercise all powers and authority granted to general
partners pursuant to the Partnership Act; and

            (15) to enter into any other agreements on behalf of the Partnership
regardless of whether they extend beyond the term of the Partnership.

                  (b) With respect to all of their obligations, powers and
responsibilities under this Agreement, the General Partners are, and each of
them is, authorized to execute and deliver, for and on behalf of the
Partnership, such notes and other evidences of indebtedness, contracts,
agreements, assignments, deeds, leases, loan agreements, mortgages and other
security instruments and agreements as any of them deems proper, all on such
terms and conditions as any of them deems proper.

                  (c) Notwithstanding anything to the contrary herein contained,
the General Partners shall have no authority to, and they covenant and agree
that they will not, (i) commingle the Partnership's funds with funds of any
other natural person, partnership, corporation, association or other legal
entity; (ii) do any act in contravention of this Agreement or the Certificate of
Limited Partnership of the Partnership which would make it impossible to carry
on the ordinary business of the Partnership; or (iii) possess any Partnership
property or assign the right of the Partnership in specific Partnership property
for other than a Partnership purpose.

      In no event shall the General Partners enter into any loan, lease or other
obligation, whether or not set forth above, that shall provide or purport to
provide for the personal liability of any Limited Partner or Class B Limited
Partner thereunder.

                  (d) The Managing General Partner shall be the "tax matters
partner" of the Partnership for Federal income tax purposes. Pursuant to Section
6223(c)(3) of the Code, upon receipt of notice from the Internal Revenue Service
("IRS") of the beginning of an administrative proceeding with respect to the
Partnership, the Managing General Partner, as the tax matters partner, agrees to
furnish the Internal Revenue Service with the names, addresses and profits
interests of each of the Limited Partners and Class B Limited Partners. The
Managing General Partner agrees not to enter into a settlement agreement
pursuant to Section 6224 of


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<PAGE>

the Code without providing at least 30 days' advance written notice to each
Limited Partner of the terms of the settlement. If the Partnership receives from
the IRS a Final Partnership Administrative Adjustment pursuant to Code Section
6223, and if it is determined to seek judicial review of such IRS action
pursuant to Code Section 6226, then the tax matters partner shall select the
judicial forum for such review.

      The tax matters partner shall receive no compensation for his services.
All third party costs and expenses incurred by the tax matters partner in
performing his duties as such shall be borne by the Partnership. Nothing herein
shall be construed to restrict the Partnership from engaging an accounting firm,
law firm, or any other advisor to assist the tax matters partner in discharging
his duties hereunder. The Partnership hereby indemnifies and holds harmless the
Managing General Partner from and against any claim, loss, liability action or
damage resulting from his action or his failure to take any action as the "tax
matters partner, provided that any such action or failure to act was not
willful.

                  (e) The General Partners shall at all times use their best
efforts to meet all requirements of the Code and currently applicable
regulations, rulings and revenue procedures of the IRS and to meet any further
requirements set by Congress, the IRS, any agency of the federal government or
the courts to assure that the Partnership will be classified for Federal income
tax purposes as a partnership and not as an association taxable as a
corporation.

      4.03 Loans by General Partners to the Partnership. To the extent the
Partnership does not have available to it from other sources sufficient funds to
enable the Partnership to meet its costs, expenses, obligations, liabilities and
charges, or to make any expenditure authorized by this Agreement, the General
Partners shall advance such funds to the Partnership, up to a maximum aggregate
amount outstanding at any time of $1,000,000. Notwithstanding the provisions of
Section 4.01(a), the foregoing obligation to advance funds shall be the joint
and several obligation of the General Partners. All amounts so advanced shall
take the form of a loan and shall bear interest at a rate equal to the "prime
rate" announced from time to time by Fleet Bank, N.A., or any successor bank
thereto, plus two percent (2%). Such loans will be repaid prior to any other
distributions to the Partners.

      4.04 Services of the General Partners. During the existence of the
Partnership, the General Partners shall devote such time and effort to the
Partnership business as may be necessary to promote adequately the interests of
the Partnership and the mutual interests of the Partners; however, it is
specifically understood and agreed that the General Partners shall not be
required to devote full time to Partnership business, and the General Partners
may at any time and from time to time engage in and possess interests in other
business ventures of any and every type and description, including, without
limitation, the ownership, operation, financing, and management of real estate,
independently or with others, and neither the Partnership nor any Partner shall
by virtue of this Agreement have any right, title or interest in or to such
independent ventures.

      4.05 Liability of the General Partners; Indemnification.

                  (a) The General Partners shall not be personally liable for
the return of the capital contributions of the Limited Partners or Class B
Limited Partners, it being expressly understood that any return of capital shall
be made solely from the assets of the Partnership; nor shall the General
Partners be required to pay to the Partnership or to any Limited Partner or
Class B Limited Partner any capital deficits upon dissolution or otherwise. The
General Partners shall not be liable, responsible or accountable in damages or
otherwise to the Partnership or any of the Partners for any act or omission
performed or omitted by any of them in good faith and in a manner reasonably
believed by such General Partner to be within the scope of authority granted by
this Agreement and in the best interests of the Partnership if such General
Partner shall not have been guilty of gross negligence or willful misconduct
with respect to such acts or omissions.

                  (b) The Partnership shall save harmless and indemnify each
General Partner (which term shall for the purposes of this Section 4.05 include
employees, agents, partners, officers and directors of a General Partner) to the
fullest extent permitted by law against any cost, expense (including attorneys'
fees), loss, damage, judgment or liability reasonably incurred by or imposed
upon him or it in connection with any action, claim, suit or proceeding
(including any proceeding before any administrative or legislative body or
agency) to which he may be made a party or otherwise involved or with which he
shall be threatened by reason of being a General Partner or by reason of having
served, at the request of the Partnership, as a director, trustee or officer of
a corporation or other business entity or partner of a partnership in which the
Partnership owns or owned an interest or of which the Partnership is or was a
creditor (whether or not he continues to be a General Partner or an officer,
director or trustee of such corporation or other business entity or partner of a
partnership at the time such action, claim, suit or proceeding is brought or
threatened). No indemnification shall be provided hereunder with respect to
matters as to which the Person seeking indemnification shall have been finally
adjudicated in any such action, suit or proceeding not to have acted in good
faith in the reasonable belief that his action was in or not inconsistent with
the best interests of the Partnership. The foregoing right of indemnification
shall be in addition to any rights to which the General Partners may otherwise
be entitled and shall inure to the benefit of the successors, assigns, executors
or administrators of each General Partner. The Partnership may, but shall not be
required to, pay the expenses incurred by any Person indemnified hereunder in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding, upon receipt of an undertaking
by such indemnified person to repay such payment if there shall be an
adjudication or determination that he is not entitled to indemnification as
provided herein, which undertaking may be accepted without reference to the
financial ability of such person to make repayment.

                  (c) The General Partners may cause the Partnership to purchase
and maintain, at the expense of the Partnership, insurance on behalf of any
General Partner, an officer, director or stockholder of any corporate General
Partner, a partner in any


                                      -7-
<PAGE>

General Partner which is itself a partnership or any agent appointed by any
General Partner, which shall insure such parties against any liability asserted
against all or any of them in any such capacity or arising out of their status
as such.

                  (d) All judgments against the Partnership and the General
Partners, wherein the General Partners are entitled to indemnification, must
first be satisfied from Partnership assets before any General Partner is
responsible for these obligations.

      4.06 Limitations on Limited Partners. Neither any Limited Partner nor any
Class B Limited Partner in its capacity as such shall: (a) be permitted to take
part in the control of the business or affairs of the Partnership; (b) have any
voice in the management or operation of any Partnership property; or (c) have
the authority or power in his capacity as a Limited Partner or Class B Limited
Partner to act as agent for or on behalf of the Partnership or any other
Partner, to do any act which would be binding on the Partnership or any other
Partner, or to incur any expenditures on behalf of or with respect to the
Partnership.

      4.07 Liability of Limited Partners. So long as he complies with the
provisions of Section 4.06, the liability of each Limited Partner and Class B
Limited Partner for the losses, debts and obligations of the Partnership shall
be limited to his capital contribution and his share of any undistributed net
profits; provided, however, that under applicable partnership law, a Limited
Partner or Class B Limited Partner may be liable to the Partnership to the
extent of previous distributions made to him in the event that the Partnership
does not have sufficient assets to discharge its liabilities.

      4.08 Evidence of General Partner Authority.

                  (a) Every contract, deed, mortgage, lease and other instrument
executed by a General Partner shall be conclusive evidence in favor of every
Person relying thereon or claiming thereunder that at the time of the delivery
thereof:

                        (1) the Partnership was in existence,

                        (2) this Agreement had not been terminated or cancelled
                  or amended in any manner so as to restrict such authority
                  (except as shown in certificates or other instruments duly
                  filed in the office of the Secretary of State of the
                  Commonwealth of Massachusetts), and

                        (3) the execution and delivery of such instruments were
                  duly authorized by the General Partners.

                  (b) Any Person dealing with the Partnership or a General
Partner may rely on a certificate signed by any General Partner hereunder:

                        (1) as to who are the General Partners, Limited Partners
                  and Class B Limited Partners hereunder;

                        (2) as to the existence or nonexistence of any fact or
                  facts which constitute conditions precedent to acts by the
                  General Partners or in any other manner germane to the affairs
                  of the Partnership;

                        (3) as to who is authorized to execute and deliver any
                  instrument or document of the Partnership;

                        (4) as to the authenticity of any copy of this Agreement
                  and amendments hereto; or

                        (5) as to any act or failure to act by the Partnership
                  or as to any other matter whatsoever involving the Partnership
                  or any Partner.

      4.09 Certain Expenses. All out-of-pocket expenses incurred by each General
Partner in connection with the Partnership's organization, formation or business
shall be paid by the Partnership or reimbursed to each General Partner by the
Partnership.

      4.10 Meetings.

                  (a) A meeting of the Partners for the purpose of acting upon
any matter upon which the Limited Partners are entitled to vote may be called by
the General Partners at any time and shall be called by the General Partners no
more than 15 days after receipt of a written request for such a meeting signed
by that number of Limited Partners owning an aggregate number of Units of
limited partnership interest which are equal to or greater than 25% of the
aggregate number of Units of limited partnership interest owned by all Limited
Partners (such number of Limited Partners is referred to herein as "25% in
interest of the Limited Partners"). The General Partners shall give written
notice of any such meeting to all Limited Partners, and such meeting shall be
held no more than 60 days after the General Partners send such notice to the
Limited Partners.

                  (b) At any meeting of Limited Partners the presence in person
of that number of Limited Partners whose aggregate number of Units are equal to
or greater than a majority of the aggregate number of Units of limited
partnership interest (such number of Limited Partners is referred to herein as
"a majority in interest of Limited Partners") shall be necessary to constitute a
quorum for the transaction of business. If such quorum is not present on the
date for which the meeting is called within one-half hour after the time fixed
for the holding of such meeting, the meeting shall be adjourned to be held not
earlier than ten days and not later than 21 days thereafter. Notice shall be
given promptly to all Limited Partners of the time and place of the adjourned
meeting. Any business may be transacted at the adjourned meeting which might
properly have been transacted at the original meeting. A General Partner shall
serve as chairman at any such meeting and shall establish rules of procedure for
such meeting.

                  (c) The General Partners may, and, no more than 15 days after
receipt of a written request signed by 25% in interest of the Limited Partners,
the General Partners shall, submit any matter upon which the Limited Partners
are entitled to vote to the


                                      -8-
<PAGE>

Limited Partners for a vote by written consent without a meeting. Such written
consents shall be treated for all purposes as votes at a meeting.

                  (d) Subject to the provisions of Section 4.11(b), any action
which may be taken at a meeting in accordance with this Section 4.10 may be
taken by the General Partners with the prior written consent of a majority in
interest of the Limited Partners.

      4.11 Rights of Limited Partners.

                  (a) A majority in interest of the Limited Partners, with the
consent of the General Partners may amend this Agreement subject to the
limitations that such amendment (A) shall not in any manner allow the Limited
Partners or Class B Limited Partners to take part in the control of the
Partnership's business or otherwise modify their limited liability, (B) shall
not, without the consent of the General Partner affected, alter the rights,
powers and duties of such General Partner as set forth in Articles IV and V, the
capital contribution of such General Partner as set forth in Section 2.01, the
interest of such General Partner in net profits and net losses as set forth in
Section 2.04 (except as the interest of the General Partners may be altered as a
group), the interest of such General Partner in distributions of cash as set
forth in Article III or the interest of such General Partner in distributions
upon liquidation as set forth in Section 7.02 (except as the interest of the
General Partners may be altered as a group), or the obligation of the
Partnership to purchase the interest of the General Partner as set forth in
Section 4.12(c), (C) shall not alter any Limited Partner's share of profits,
losses, or distributions, except as the share of the Limited Partners may be
altered as a group and shall not alter any Class B Limited Partner's share of
profits, losses or distributions without the consent of such Class B Limited
Partner, and (D) shall not alter the limitations set forth in clauses (A), (B)
and (C).

                  (b) The voting rights of the Limited Partners set forth in
this Section 4.11 shall not be effective and any votes taken pursuant thereto
shall be void ab initio if prior to or within 15 days after such vote either (i)
the Partnership has received an opinion of counsel that such action may not be
effective without subjecting the Limited Partners to liability as general
partners under Massachusetts law or the law of any other jurisdiction in which
the Partnership owns property and is doing business or (ii) a court of competent
jurisdiction shall have entered a final judgment to the foregoing effect.

      4.12 Withdrawal, Removal and Resignation of a General Partner.

                  (a) Except as otherwise provided in this Section 4.12, a
General Partner shall not retire or withdraw from the Partnership and shall not
transfer, sell, alienate, assign or otherwise dispose of all or any part of its
interest as a General Partner, whether voluntarily, involuntarily, by operation
of law, at judicial sale or otherwise.

                  (b) A General Partner who (i) voluntarily withdraws as a
General Partner from the Partnership prior to January 1, 2000 or (ii) is
required to withdraw for Cause (as defined below) by vote of a majority in
interest of the General Partners, shall relinquish his interest as a General
Partner in the Partnership immediately upon such withdrawal, and such interest
shall thereupon be converted to the interest of a Limited Partner in the
Partnership and shall be allocated among the Limited Partners, pro rata in
accordance with their respective ownership of Units.

                  (c) Any General Partner who (i) voluntarily withdraws as a
General Partner in the Partnership on or after January 1, 2000, (ii) dies, (iii)
is adjudicated incompetent by a court of competent jurisdiction, (iv) becomes
bankrupt (which shall mean the occurrence of one of the events specified in
Sections 23(4) and (5) of the Partnership Act in effect on the date hereof or
(v) is required to withdraw without Cause by a vote of a majority in interest of
the General Partners, shall sell, and the Partnership shall purchase, such
General Partner's interest in the Partnership for a price equal to the fair
market value of such interest. The effective date of the sale shall be the date
on which the event specified in clauses (i) through (v) of this Section 4.12(c)
occurs, and on such date the General Partner's interest in the Partnership shall
be converted to that of a Limited Partner and shall be allocated among the
remaining Partners, pro rata in accordance with their respective interests in
cash available for distribution as set forth in Article III hereof. The purchase
price for such General Partner's interest shall be paid by the Partnership
within 30 days of the date of determination of the fair market value of such
General Partner's interest by, at the election of the remaining General
Partners, either (A) payment m cash of the full amount of such purchase price or
(B) delivery of a promissory note in the principal amount of such purchase
price, payable in three equal consecutive annual installments commencing on the
first anniversary of the effective date of the sale. Such promissory note shall
bear interest at the "prime rate" charged from time to time by Fleet Bank, N.A.,
or any successor bank thereto, plus 2%, payable annually on the date that the
principal payment for such year is due and payable. Such fair market value shall
be determined by agreement of such withdrawing General Partner and the remaining
General Partners. If they are unable to reach agreement within 30 days of the
effective date of the sale, such fair market value shall be determined by two
independent appraisers, one selected by the withdrawing General Partner and one
by the remaining General Partners. If such appraisers are unable to agree on the
value of the former General Partner's interest in the Partnership, they shall
jointly appoint a third independent appraiser whose determination shall be final
and binding. The cost of the appraisal shall be borne equally by the withdrawing
General Partner and the Partnership.

                  (d) For purposes of this Section 4.12, "Cause" shall mean (i)
dishonesty or intentional misconduct by the General Partner in connection with
the performance by him of his duties as a General Partner or as an employee of
an Operating Company, (ii) the material failure by a General Partner to perform
his duties and obligations under this Agreement or as an employee of an
Operating Company, (iii) conduct by a General Partner of a criminal nature which
has an adverse impact on the Partnership or an Operating Company, (iv) conduct
by a General Partner which is a material breach of such General Partner's
fiduciary duties to the Partnership and the other Partners or (v) fraudulent
conduct by a General Partner in connection with the business affairs of the
Partnership or an


                                      -9-
<PAGE>

Operating Company.

                  (e) Notwithstanding anything to the contrary in this
Agreement, the General Partners may unanimously contribute their interests in
the Partnership to a limited liability company, partnership or similar entity,
which shall thereupon be admitted as the General Partner of the Partnership, and
such contribution shall not constitute a withdrawal for purposes of Sections
4.12(b) or 4.12(c).

      4.13 Successor and Additional General Partners.

                  (a) Any Person may, without the consent of the Limited
Partners or Class B Limited Partners but with the consent of a majority in
interest of the General Partners, be admitted as an additional or successor
General Partner, to the extent permitted by law, upon his agreeing to be bound
by the provisions of this Agreement to the same extent and on the same terms and
conditions as the General Partners then serving as such. Any such additional or
successor General Partner shall, as a condition of receiving any interest in the
Partnership, also agree to be bound by the Massachusetts Uniform Limited
Partnership Act and any agreements, contracts, leases, instruments or other
documents theretofore executed and delivered on behalf of the Partnership to the
same extent and on the same terms and conditions as the General Partners then
serving as such. Each Limited Partner and Class B Limited Partner by agreeing to
become such and by his execution of a counterpart of the signature page of this
Agreement hereby consents to the admission of any such Person as a successor or
additional General Partner on the terms and conditions set forth above.

                  (b) Notwithstanding the withdrawal of a General Partner, and
in addition to his other obligations herein contained, such General Partner
shall remain liable for payment of all debts, obligations, liabilities and
commitments of the Partnership incurred while he was a General Partner, to the
extent (i) the Partnership does not have funds available for such payment and
(ii) such debts, obligations, liabilities and commitments of the Partnership
provide for the personal liability of such General Partner or of the Partnership
thereunder.

      4.14 Additional Limited Partners. With the consent of a majority in
interest of the General Partners, additional Limited Partners or additional
limited partners of a new class of limited partnership interest may be admitted
as partners of the Partnership.

                                    ARTICLE V

                        BOOKS, RECORDS AND BANK ACCOUNTS

      5.01 Books and Records. The General Partners shall keep just and true
books of account with respect to the operations of the Partnership. Such books
shall reflect, to the extent applicable, that the limited partnership interests
have not been registered under the Securities Act of 1933, as amended (the
"Act") and that the interests may not be sold or transferred without
registration under the Act or exemption therefrom or without compliance with
Section 6.01 of this Agreement. Such books shall be maintained at the principal
place of business of the Partnership, or at such other place as the General
Partners shall determine, and all Partners, and their duly authorized
representatives, shall at all reasonable times have access to such books.

      5.02 Accounting Basis and Fiscal Year. The Partnership's books of account
shall be kept on the tax basis accrual method of accounting, or on such other
method of accounting as the General Partners may from time to time determine,
and shall be dosed and balanced at the end of each Partnership year. The same
method of accounting shall be used for both Partnership accounting and tax
purposes. The fiscal year of the Partnership shall be the calendar year.

      5.03 Reports. Until the Units of limited partnership interest shall have
been registered under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), within 90 days after the end of each fiscal year, the General
Partners shall cause to be prepared and sent to each Person who was a Limited
Partner or Class B Limited Partner at any time during the fiscal year then ended
a financial report of the Partnership, including a balance sheet and a profit
and loss statement, and, if such profit and loss statement is not prepared on a
cash basis, a cash flow or Source and application of funds statement. Within 90
days after the end of each fiscal year, the General Partners shall furnish each
Limited Partner and Class B Limited Partner with such information as may be
needed to enable such Limited Partner or Class B Limited Partner to file his
Federal income tax return and any required state income tax return. The cost of
all such reporting shall be paid by the Partnership as a Partnership expense.
Until the Units shall have been registered under the Exchange Act, any Partner
may, at any time, at his own expense, cause an audit of the Partnership books to
be made by a certified public accountant of his own selection.

      5.04 Bank Accounts. The General Partners shall be responsible for causing
one or more accounts to be maintained in a bank or banks which is a member of
the Federal Deposit Insurance Corporation, which accounts shall be used for the
payment of the expenditures incurred by the General Partners in connection with
the business of the Partnership, and in which shall be deposited any and all
cash receipts. All such amounts shall be and remain the property of the
Partnership, and shall be received, held and disbursed by the General Partners
for the purposes specified in this Agreement. There shall not be deposited in
any of said accounts any funds other than funds belonging to the Partnership,
and no other funds shall in any way be commingled with such funds.


                                      -10-
<PAGE>

                                   ARTICLE VI

                  ASSIGNABILITY OF INTEREST OF LIMITED PARTNERS

      6.01 Assignment of a Limited Partner's Interest. A Limited Partner may not
sell, transfer, assign, pledge, or otherwise dispose of or encumber all or any
part of his or its economic interest in the Partnership whether voluntarily,
involuntarily or by operation of law) unless all of the following conditions
shall have been satisfied:

                  (a) unless the Units of limited partnership interest shall
have been listed for trading on a national stock exchange, the General Partners
shall have previously consented to such assignment in writing, the granting or
denying of which consent shall be in the General Partners' absolute discretion
(except that the General Partners' consent shall not be required for assignment
or transfers occurring pursuant to the death, incompetency or dissolution of a
Limited Partner);

                  (b) no such assignment shall be made if, in the opinion of
counsel to the Partnership, such assignment may not be effected without
registration under the Act, would cause the Partnership to become subject to the
Investment Company Act of 1940, as amended or would result in the violation of
any applicable state securities laws;

                  (c) the Partnership shall not be required to recognize any
such assignment until the instrument conveying such interest has been delivered
to the General Partners for recordation on the books of the Partnership;

                  (d) unless an assignee becomes a Substituted Limited Partner
in accordance with the provisions set forth below, he shall not be entitled to
any of the rights granted to a Limited Partner hereunder, other than the right
(unless prohibited by Section 6.01(b) hereof) to receive all or part of the
share of the net profits, net losses, cash distributions or returns of capital
to which his assignor would otherwise be entitled; and

                  (e) the assignee pays to the Partnership all costs and
expenses incurred in connection with such assignment, including Specifically,
without limitation, fees and expenses of counsel to the Partnership.

      6.02 Substituted Limited Partner. An assignee of the interest of a Limited
Partner or any portion thereof shall become a Substituted Limited Partner
entitled to all the rights of a Limited Partner if, and only if:

                  (a) the assignor gives the assignee such right;

                  (b) the General Partners consent to such substitution, the
granting or denying of which consent shall be in the General Partners' absolute
discretion;

                  (c) the assignee pays to the Partnership all costs and
expenses incurred in connection with such substitution; and

                  (d) the assignee executes and delivers such instruments in
form and substance satisfactory to the General Partners, as the General Partners
may deem necessary or desirable to effect such substitution and to confirm the
agreement of the assignee to be bound by all of the terms and provisions of this
Agreement.

      6.03 Other Restrictions on Assignment. The Partnership and the General
Partners shall be entitled to treat the record owner of any Partnership interest
as the absolute owner thereof in all respects, and shall incur no liability for
distributions of cash or other property made in good faith to such owner until
such time as a written assignment of such interest has been received and
accepted by the General Partners and recorded on the books of the Partnership.
The General Partners may refuse to accept an assignment until the first day of
the next successive quarterly accounting period. In no event shall any
Partnership interest, or any portion thereof, be sold, transferred or assigned
to a minor or incompetent, and any such attempted sale, transfer or assignment
shall be void and ineffectual and shall not bind the Partnership or the General
Partners.

                                   ARTICLE VII

                           DISSOLUTION AND TERMINATION

      7.01 Events of Dissolution.

                  (a) The Partnership shall be dissolved:

                        (i)   on a date designated by the General Partners; and

                        (ii)  upon the occurrence of an event of withdrawal (as
                              defined in the Partnership Act) with respect to a
                              General Partner.

                  (b) Notwithstanding the occurrence of an event specified in
Section 7.01(a)(ii), the Partnership shall not be dissolved and its business and
affairs shall not be discontinued, and the Partnership shall remain in existence
as a limited partnership under the laws of the Commonwealth of Massachusetts if
(i) one or more General Partners continue to serve as a General Partner; or (ii)
if there be no general partner, a majority in interest of the Limited Partners
elect, within 90 days after such occurrence, to continue the Partnership and the
Partnership business. Upon the occurrence of an event Specified in Section
7.01(a)(ii) with respect to a General Partner who is not the sole General
Partner, the business of the Partnership shall be continued by the remaining
General Partner(s)


                                      -11-
<PAGE>

upon the same terms and conditions set forth in this Agreement, each remaining
General Partner agrees to continue the Partnership on such terms and conditions,
and each Limited Partner hereby agrees to such continuation. Upon the occurrence
of an event specified in Section 7.01(a)(ii) if there is no remaining General
Partner, any Limited Partner may obtain from the Partnership a list of all of
the Limited Partners and their addresses and a meeting may be called and held in
accordance with Section 4.10 hereof to consider the continuation of the
Partnership's business. If such election is made by a majority in interest of
the Limited Partners, they shall also choose an additional General Partner.

                  (c) Dissolution of the Partnership shall be effective on the
day on which the event occurs giving rise to the dissolution but the Partnership
shall not terminate until the Partnership's Certificate of Limited Partnership
shall have been cancelled and the assets of the Partnership shall have been
distributed as provided herein. Notwithstanding the dissolution of the
Partnership, prior to the termination of the Partnership, as aforesaid, the
business of the Partnership and the affairs of the Partners, as such, shall
continue to be governed by this Agreement. Upon dissolution, the General
Partners or, if there be none, a liquidator appointed by a majority in interest
of the Limited Partners shall liquidate the assets of the Partnership, apply and
distribute the proceeds thereof as contemplated by this Agreement and cause the
cancellation of the Partnership's Certificate of Limited Partnership.

                  (d) In the event the General Partners (or, where applicable,
the liquidator) determine that it is necessary upon dissolution to make a
distribution of any property of the Partnership in kind or if the General
Partners shall determine to make a distribution in kind other than pursuant to
dissolution, such property shall be transferred and conveyed on the basis of the
fair market value thereof to the Partners or their assignees, so as to vest in
each of them an undivided interest, as tenants-in-common, in the whole of such
property, and the capital accounts of all Partners shall be adjusted to reflect
any difference between such fair market value and the cost at which such
property is carried on the books of the Partnership.

      7.02 Distribution Upon Liquidation.

                  (a) After payment of liabilities owing to creditors, the
General Partners or liquidator shall set up such reserves as they or he deems
reasonably necessary for any contingent or unforeseen liabilities or obligations
of the Partnership. Said reserves may be paid over by the General Partners or
liquidator to a bank, to be held in escrow for the purpose of paying any such
contingent or unforeseen liabilities or obligations and, at the expiration of
such period as the General Partners or liquidator may deem advisable, such
reserves shall be distributed to the partners or their assigns in the manner set
forth in subsection (b) below.

                  (b) After paying such liabilities and providing for such
reserves, the General Partners or liquidator shall cause the remaining net
assets of the Partnership to be distributed to and among the Partners in
proportion to and in satisfaction of the positive balances in their capital
accounts. In the event that any part of such net assets consists of notes or
accounts receivable or other non-cash assets, the General Partners or liquidator
shall take whatever steps they or he deems appropriate to convert such assets
into cash or into any other form which would facilitate the distribution
thereof.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      8.01 Notices. Any and all notices, elections or demands permitted or
required to be made under this Agreement shall be in writing, signed by the
Partner giving such notice, election or demand and shall be delivered
personally, sent by registered or certified mail, return receipt requested or
sent for overnight delivery by a nationally recognized overnight delivery
service (except that routine notices required or permitted to be given by the
General Partners or the Partnership may be sent by ordinary first-class mail),
to the other Partner or Partners, at his or its address set forth herein, or at
such other address as may be supplied by written notice given in conformity with
the terms of this Section 8.01. The date of personal delivery or the date of
mailing, as the case may be, shall be the date of such notice.

      8.02 Successors and Assigns. Subject to the restrictions on transfer set
forth herein, this Agreement, and each and every provision hereof, shall be
binding upon and shall inure to the benefit of the Partners, their respective
successors, successors-in-title, heirs and assigns, and each and every
successor-in-interest to any Partner, whether such successor acquires such
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

      8.03 Power of Attorney. Each Limited Partner and Class B Limited Partner,
including any additional or substituted Limited Partner, by the execution of
this Agreement or any counterpart thereof does hereby irrevocably constitute and
appoint the Managing General Partner, with full power of substitution, his true
and lawful agent and attorney-in-fact, with full power and authority in his
name, place and stead, to make, execute, acknowledge, swear to, deliver, file
and record such documents and instruments as may be necessary or appropriate to
carry out the provisions of this Agreement, including, but not limited to, (a)
copies of this Agreement and amendments hereto or restatements hereof adopted
pursuant to the provisions hereof (including without limitation any such
amendment adopted pursuant to the provisions of Section 8.04(a) or Section
8.04(b) and any such amendment required upon the admission of a substituted or
additional Limited Partner or Class B Limited Partner, an additional limited
partner of a different class or a successor or additional General Partner, the
continuation of this Partnership, the formation of a successor limited
partnership or the doing of any act requiring the amendment of this Agreement
under the laws of the Commonwealth of Massachusetts, the applicable


                                      -12-
<PAGE>

laws of any other jurisdiction in which the Managing General Partner deems such
action to be necessary or desirable or by any regulatory agency and any such
amendment relating to a successor limited partnership) and, upon termination of
the Partnership (or its successor), a certificate or agreement of dissolution
and termination, as and if the same may be required by the laws of the
Commonwealth of Massachusetts, the applicable laws of any other jurisdiction in
which the Managing General Partner deems said filing to be necessary or
desirable or by any regulatory agency, (b) any amendments to the Certificate of
Limited Partnership or restatements thereof adopted pursuant to the provisions
hereof (including without limitation any such amendment required upon the
continuation of the Partnership, the formation of a successor limited
partnership or the doing of any act requiring the amendment of this Agreement
under the laws of the Commonwealth of Massachusetts, the applicable laws of any
other jurisdiction in which the Managing General Partner deems said filing to be
necessary or desirable, the rules and regulations of any regulatory agency and
any such amendment relating to a successor limited partnership), (c) any
certificate of fictitious name, if required by law, (d) such other certificates
or instruments as may be required under the law of the Commonwealth of
Massachusetts or any other jurisdiction, or by any regulatory agency, as the
Managing General Partner may deem necessary or advisable, and (e) all such other
instruments as the Managing General Partner may deem necessary or advisable in
accordance with the terms hereof; provided, however, that none of the foregoing
acts shall increase the liability of any Limited Partner or Class B Limited
Partner beyond that expressly set forth in this Agreement.

      The power of attorney granted in this Section 8.03 is a special power of
attorney coupled with an interest and is irrevocable, shall survive the death or
incompetency of a Limited Partner or Class B Limited Partner, may be exercised
by the attorney-in-fact by his signature on behalf of all Limited Partners and
all Class B Limited Partners, and shall survive the delivery of an assignment by
a Limited Partner or Class B Limited Partner of the whole or any portion of his
economic interest, except that where the assignee of any such interest has been
approved, pursuant to the provisions of Section 6.02, for admission to the
Partnership as a substitute Limited Partner, the power of attorney shall survive
the delivery of such assignment solely for the purpose of enabling the
attorney-in-fact to execute, acknowledge and file any instrument necessary to
effect such substitution.

      8.04 Amendments.

                  (a) In addition to any amendments otherwise authorized herein,
amendments may be made to this Agreement and the Partnership's Certificate of
Limited Partnership from time to time in any of the following manners:

                        (i)   Subject to the limitations set forth in Section
                              4.12(a)(i)(A) (B), (C) and (D), by the General
                              Partners, without the consent or approval of the
                              Limited Partners or the Class B Limited Partners
                              (x) to add to the duties or obligations of the
                              General Partners or surrender any right or power
                              granted to the General Partners herein; (y) to
                              cure any ambiguity, to correct or supplement any
                              provision herein which may be inconsistent with
                              any other provision herein or to make any other
                              provisions with respect to matters or questions
                              arising under this Agreement which will not be
                              inconsistent with the provisions of this
                              Agreement; and (z) in any manner that they deem
                              necessary or appropriate, in their sole
                              discretion, in connection with establishing or
                              taking steps to establish, a public market for the
                              Units; provided, however, that no amendment shall
                              be adopted pursuant to this Section 8.04(a)(i)
                              unless the adoption thereof (1) does not affect
                              the method of allocation of cash distributions
                              provided in Article III or the method of
                              allocation of net profits or net losses provided
                              in Section 2.04 among the Limited Partners or
                              Class B Limited Partners, respectively, or among
                              the Limited Partners, Class B Limited Partners and
                              the General Partners, except that any such
                              amendment may reduce the percentage thereof
                              allocated to the General Partners; and (2) does
                              not affect the limited liability of the Limited
                              Partners or Class B Limited Partners contemplated
                              by Section 4.07 of this Agreement or the status of
                              the Partnership as a partnership for Federal
                              income tax purposes.

                        (ii)  By a writing duly executed by the General Partners
                              and a majority in interest of the Limited Partners
                              in accordance with Section 4.11.

                        (iii) The General Partners may amend this Agreement in
                              any respect not otherwise provided for in Sections
                              8.04(a)(i), 8.04(a)(ii) and 8.04(b), subject to
                              the limitations set forth in Section
                              4.12(a)(i)(A), (B), (C) and (D), in accordance
                              with the procedures set forth in this Section
                              8.04(a)(iii). Not less than thirty (30) days prior
                              to the effective date of such proposed amendment,
                              the General Partners shall send notice in writing
                              to each Limited Partner setting forth a verbatim
                              statement of the proposed amendment and a
                              statement that on the proposed effective date this
                              Agreement will be amended as proposed unless,
                              prior to such date, Limited Partners then owning
                              twenty percent (20%) or more of the Units of
                              limited partnership interest send to the General
                              Partners written notice stating that they object
                              to such proposed amendment. Unless such objections
                              are received prior to the proposed effective date,
                              on or after the effective date the General
                              Partners shall execute the proposed amendment on
                              behalf of all Partners. If such objections are
                              received prior to the proposed effective date,
                              then such proposed amendment shall not become
                              effective without the vote or written consent of a
                              majority in interest of the Limited Partners.

                  (b) In addition to any amendments otherwise authorized herein,
amendments may be made to this Agreement from time to time by the General
Partners, without the consent or approval of the Limited Partners or the Class B
Limited Partners, to amend appropriate provisions of this Agreement if the
Partnership is advised at any time by its legal counsel that the allocations of


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<PAGE>

profits and losses provided in Section 2.04 hereof are unlikely to be respected
for Federal income tax purposes, because of either the promulgation and adoption
of further Treasury regulations under Code Section 704 or other developments in
applicable law. In making any such amendment, the General Partners shall use
their best efforts to effect as little change in the economic and tax
arrangements among the Partners as they shall determine in their sole discretion
to be necessary to provide for allocations of profits and losses which they
believe will be respected for Federal income tax purposes. Any amendments made
by the General Partners pursuant to this Section 8.04(b) shall be deemed to be
made pursuant to the fiduciary obligations of the General Partners to the
Partnership and the Limited Partners and Class B Limited Partners and no such
amendment shall give rise to any claim or cause of action by any Limited
Partners or Class B Limited Partners.

      8.05 Partition. The Partners hereby agree that no Partner, nor any
successor-in-interest to any Partner, shall have the right while this Agreement
remains in effect to have the property of the Partnership partitioned, or to
file a complaint or institute any proceeding at law or in equity to have the
property of the Partnership partitioned, and each Partner, on behalf of himself,
his successors, representatives, heirs, and assigns, hereby waives any such
right. It is the intention of the Partners that during the term of this
Agreement, the rights of the Partners and their successors-in-interest, as among
themselves shall be governed by the terms of this Agreement, and that the right
of any Partner or successor-in-interest to assign, transfer, sell or otherwise
dispose of his interest in the Partnership's property shall be subject to the
limitations and restrictions of this Agreement.

      8.06 No Waiver. The failure of any Partner to insist upon strict
performance of a covenant hereunder or of any obligations hereunder,
irrespective of the length of time for which such failure continues, shall not
be a waiver of such Partner's right to demand strict compliance in the future.
No consent or waiver, express or implied, to or of any breach or default in the
performance of any obligation hereunder shall constitute a consent or waiver to
or of any other breach or default in the performance of the same or any other
obligation hereunder.

      8.07 Entire Agreement. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof and
supersedes any prior understandings, inducements or conditions, expressed or
implied, written or oral, among them respecting the subject matter contained
herein. There are no representations, agreements, arrangements or
understandings, oral or written, between and among the parties hereto relating
to the subject matter of this Agreement which are not fully expressed herein.
The express terms hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended, except as provided in Section 4.11(a) and Section
8.04, other than by an agreement in writing executed by and on behalf of the
party sought to be bound by such modification or amendment.

      8.08 Captions. Titles or captions of Articles or Sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision hereof.

      8.09 Counterparts. This Agreement may be executed in any number of
counterparts, and by the different parties hereto on separate counterparts, each
of which shall be deemed an original and all of which shall constitute one and
the same instrument, and in pleading or proving any provisions of this Agreement
it shall not be necessary to produce more than one such counterpart. This
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.

      8.10 Applicable Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and interpreted, construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts and the
Partnership Act. In the event of any conflict between any provisions of this
Agreement and any non-mandatory provision of the Partnership Act, the provisions
of this Agreement shall control and take precedence. It is agreed that the
parties hereto intend to continue a limited partnership hereby, but in the event
that the General Partners shall fail to comply substantially with the
requirements for the continuation of a limited partnership under the laws of the
Commonwealth of Massachusetts, the Partnership shall be administered pursuant to
the provisions of the Partnership Act as if it were a limited partnership.

      8.11 Gender Etc. In the case of all terms used in this Agreement, the
singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires.

      8.12 General Partners. References herein to the General Partner shall
refer collectively to all of the General Partners or if there be at the time
only one General Partner to such General Partner. As used herein, the term
"General Partner" or "General Partners" shall mean the party named as such in
this Agreement and any successor or additional General Partners that may
properly be added from time to time pursuant to the terms of this Agreement.

      8.13 Status of Successor Trustees as Partners. Any successor trustee or
trustees of any trust as a Partner of the Partnership shall be entitled to
exercise the same rights and privileges and be subject to the same duties and
obligations as his predecessor trustee. As used in this Agreement, the term
"trustee" shall include any and all such successor trustees.

      8.14 Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law; but if any such provision of this Agreement or the application
thereof to any party or circumstance shall be prohibited by or be invalid under
applicable law, such provision shall be ineffective only to the minimal extent
of such prohibition or invalidity without invalidating the remainder of such
provisions or the remaining provisions of this Agreement or the


                                      -14-
<PAGE>

application of such provisions to other parties or circumstances.

      8.15 Number of Days. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays or holidays
in the Commonwealth of Massachusetts; provided, however, that if the final day
of any time period falls on a Saturday, Sunday or holiday in the Commonwealth of
Massachusetts, then the final day shall be deemed to be the next day which is
not a Saturday, Sunday or such a holiday.

      8.16 Further Assurances. In addition to the documents and instruments to
be delivered as herein provided, each Limited Partner and Class B Limited
Partner shall, from time to time at the request of any General Partner, execute
and deliver such instruments and shall take such other action as may be required
to carry out more effectively the terms of this Agreement.

      8.17 Schedules. Schedules I, II and III hereto shall be incorporated into
and shall be deemed a part of this Agreement. If either such Schedule shall not
be attached hereto at the time of execution of this Agreement, or if either such
Schedule shall be incomplete, such Schedule may be later attached or completed
in accordance with the provisions of this Agreement and such Schedule shall, as
later attached or completed, for all purposes be deemed a part of this Agreement
as if attached hereto or completed at the time of the execution hereof. Without
limiting the generality of the foregoing, Schedule II shall be amended from time
to time to reflect the admission of Limited Partners.

      IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
first day of January, 2000.

GENERAL PARTNERS                            LIMITED PARTNERS: THOSE
                                            PERSONS LISTED ON SCHEDULE II
                                            HERETO
George J. Carter
------------------------------------
/s/ George J. Carter                        /s/ George J. Carter
                                            -----------------------------------

                                            By: George J. Carter,
George J. Carter                            their Attorney-in-Fact
------------------------------------


R. Scott MacPhee
------------------------------------
/s/ R. Scott MacPhee

                                            CLASS B LIMITED PARTNERS
Richard R. Norris                           Scott H. Carter
------------------------------------        /s/ Scott H. Carter
/s/ Richard R. Norris                       -----------------------------------


William W. Gribbell                         Jeffrey B. Carter
------------------------------------        /s/ Jeffrey B. Carter
/s/ William W. Gribbell                     -----------------------------------



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