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<SEC-DOCUMENT>0001005477-01-502291.txt : 20020413
<SEC-HEADER>0001005477-01-502291.hdr.sgml : 20020413
ACCESSION NUMBER:		0001005477-01-502291
CONFORMED SUBMISSION TYPE:	10-12G/A
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20011218

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN STREET PARTNERS LP
		CENTRAL INDEX KEY:			0001031316
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				042724223
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-12G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-32615
		FILM NUMBER:		1816876

	BUSINESS ADDRESS:	
		STREET 1:		401 EDGEWATER PL
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
		BUSINESS PHONE:		7815571300

	MAIL ADDRESS:	
		STREET 1:		401 EDGEWATER PLACE
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-12G/A
<SEQUENCE>1
<FILENAME>d01-35429.txt
<DESCRIPTION>FORM 10/A
<TEXT>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                -----------------

                                    FORM 10/A
     POST-EFFECTIVE AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
                    Pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934

                                -----------------

                                 Amendment No. 4

       The undersigned hereby amends in its entirety its General Form for
                     Registration of Securities on Form 10.

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP
             (Exact Name of Registrant as Specified in its Charter)

                                -----------------

         Massachusetts                                            04-2724223
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         401 Edgewater Place, Suite 200
                            Wakefield, MA 01880-6210
                         (Address of principal offices)

                                 (781) 557-1300
              (Registrant's telephone number, including area code)

                                -----------------

                    Securities to be registered under Section
                                12(b) of the Act:

                                      None

        Securities to be registered pursuant to Section 12(g) of the Act:

                                    Units of
                          Limited Partnership Interest
                                (Title of class)

                  A list of exhibits is located in Item 15(b).

================================================================================
<PAGE>

                                Table of Contents

                                     10-12G

Item 1.  Business............................................................  1
Item 2.  Financial Information...............................................  3
Item 3.  Properties.......................................................... 15
Item 4.  Security Ownership of Certain Beneficial Owners and Management...... 16
Item 5.  Directors and Executive Officers.................................... 17
Item 6.  Executive Compensation.............................................. 19
Item 7.  Certain Relationships and Related Transactions...................... 19
Item 8.  Legal Proceedings................................................... 20
Item 9.  Market Price of and Dividends on the Registrant's Common Equity
         and Related Stockholder Matters..................................... 20
Item 10. Recent Sales of Unregistered Securities............................. 21
Item 11. Description of Registrant's Securities to be Registered............. 21
Item 12. Indemnification of Directors and Officers........................... 22
Item 13. Financial Statements and Supplementary Data......................... 23
Item 14. Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure................................................ 23
Item 15. Financial Statements and Exhibits................................... 25
<PAGE>

Item 1. Business

      Franklin Street Partners Limited Partnership (the "Partnership") was
formed as a Massachusetts general partnership in January 1997 as the successor
to a Massachusetts general partnership, that was formed in 1981 and known as
Franklin Street Partners, and subsequently formed as a Massachusetts limited
partnership in February 1997. The Partnership holds a 99% interest in FSP
Investments LLC, a Massachusetts limited liability company ("FSP Investments"),
a 99% interest in FSP Property Management LLC, a Massachusetts limited liability
company ("FSP Property Management"), and a 100% interest in FSP Holdings LLC, a
Delaware limited liability company ("FSP Holdings").

      FSP Investments acts as a real estate investment firm and broker/dealer
with respect to (a) the organization of investment vehicles which are typically
syndicated through private placements exempt from registration under the
Securities Act of 1933 ("Sponsored Entities"), some of which are limited
partnerships (the "Sponsored Partnerships") and some of which are corporations
intended to qualify for tax purposes as real estate investment trusts (the
"Sponsored REITs"), (b) the acquisition of real estate by the Sponsored Entities
and (c) the sale of equity interests in the Sponsored Entities. FSP Investments
derives revenue from commissions received in connection with the sale of equity
interests in the Sponsored Entities. FSP Investments also derives revenue from
acquisition fees paid by the Sponsored Entities for the services of FSP
Investments in identifying, inspecting and negotiating to purchase real
properties on behalf of the Sponsored Entities. FSP Investments is a registered
broker/dealer with the Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, Inc.

      Between June 1997 and June 2000, FSP Investments completed the offerings
of limited partnership interests in 14 Sponsored Partnerships. The sole general
partner of each of the Sponsored Partnerships is FSP Holdings. On April 1, 1997,
FSP Holdings acquired the general partnership interest in four additional
Sponsored Partnerships (the "Prior Entities"), each of which had been organized
by the executive officers of the general partner of the Partnership prior to the
formation of the Partnership while they were employed by another entity. The
general partner of the Partnership is FSP General Partner LLC, a Massachusetts
limited liability company (the "General Partner"). The members of the General
Partner and their respective ownership interests therein are George J. Carter
(33.94%), R. Scott MacPhee (30.66%), Richard R. Norris (21.40%), William W.
Gribbell (11.36%), Barbara J. Corinha (1.60%), Melissa G. Mucciaccio (0.67%),
Janet P. Notopoulos (0.26%) and Patricia A McMullen (0.11%). The General Partner
has no other business other than acting as general partner of the Partnership.
The executive officers of the General Partner devote all of their business
activities to the Partnership and its subsidiaries.

      Between June 2000 and December 31, 2000, FSP Investments completed the
offerings of preferred stock in three Sponsored REITs. The Partnership expects
that future Sponsored Entities will be Sponsored REITs. Effective January 1,
2001, one of the Sponsored Partnerships converted from a Partnership to a
Sponsored REIT. Accordingly, as of January 1, 2001, there were 21 Sponsored
Entities, of which 17 were Sponsored Partnerships and four were Sponsored REITs.

      Each Sponsored Entity sold its equity interests only to "accredited
investors'" within the meaning of Regulation D under the Securities Act. The
Sponsored Entities (other than a Prior Entity that conducted its offering
pursuant to a registration statement on Form S-11) conducted their offerings
pursuant to exemptions from registration under Rule 506 of Regulation D and
Section 4(2) of the Securities Act. The Sponsored Entities issued equity
interests for aggregate gross cash proceeds of $277,100,000. Each Sponsored
Entity holds a single real property. FSP Property Management provides property
management services to each Sponsored Entity.

      Pursuant to mergers effective January 1, 1999, January 1, 2000 and October
1, 2000, respectively, the Partnership acquired 17 Sponsored Partnerships. In
connection with these mergers, the Partnership issued units of its limited
partnership interest (the "Units") to the limited partners of the Sponsored
Partnerships. The mergers that were effective January 1, 1999 were approved by a
vote of limited partners of the Partnership. Neither the Partnership's governing
documents nor applicable state law required the approval of the limited partners
of the Partnership for the mergers that were effective January 1, 2000 and
October 1, 2000. Each merger was approved by a vote of the limited partners of
the applicable Sponsored Partnerships. Pursuant to the mergers, limited partners
in the Sponsored Partnerships exchanged an interest in a finite-life entity for
an interest in an infinite-life entity. As a result of the mergers, FSP Holdings
is the sole general partner of each Sponsored Partnership that was acquired and
the Partnership is the sole limited partner of each such Sponsored Partnership.
Accordingly, the Partnership owns, directly and indirectly, 100% of the interest
in the 17 Sponsored Partnerships, each of which owns real property. Reference in
this registration statement to the Partnership's properties means the real
properties owned by these 17 Sponsored Partnerships. The four Sponsored REITs
have not been acquired by the Partnership and continue to operate as independent
entities.


                                       1
<PAGE>

      FSP Property Management provides property management services to each
Sponsored Entity and receives fee income from those Sponsored Entities that have
not been acquired by the Partnership. FSP Property Management does not receive
any rental income.

      FSP Holdings acts as the general partner of each Sponsored Partnership.

      The Partnership has two principal sources of revenue:

      o     Investment banking income consisting of brokerage commissions,
            property acquisition, loan origination and other fees in connection
            with the organization and offering of Sponsored Entities.

      o     Rental income from the real properties it owns.

      The Partnership's investment objective is to increase the cash available
for distribution to its partners by increasing its revenue from investment
banking services nd rental income. The Partnership expects that, through FSP
Investments, it will continue to organize and cause the offering of Sponsored
Entities in the future and that it will continue to derive investment banking
income from such activities. The Partnership also expects that in the future it
will acquire additional real properties, either on its own behalf for cash
(although it has not to date done so) or through the acquisition by merger of
all the equity interest in Sponsored Entities through the issuance of Units of
limited partnership interest. The Partnership may sell from time to time the
real properties it owns as market conditions warrant (although it has not to
date done so) and either distribute the proceeds to its partners or retain some
or all of such proceeds for investment in real properties or other Partnership
activities. The Partnership may acquire real properties in any geographic area
of the United States and of any property type. Of the 17 properties the
Partnership owns, four are apartment complexes, 11 are office buildings and two
are industrial; four of these properties are located in Texas, three properties
are located in Massachusetts, three properties are located in northern
California, two properties are located in Maryland, and one property is located
in each of southern California, Louisiana, Michigan, North Carolina and South
Carolina. See Item 3 hereof. The Partnership has no restrictions on the
percentage of its assets that may be invested in any one real property. The
Partnership acquires its properties primarily for their rental income but seeks
to manage its properties with a goal of increasing their value.

      The Partnership relies on the following principles in selecting real
properties for acquisition by a Sponsored Entity or the Partnership:

      o     Buying investment properties at a price which produces value for
            investors and avoiding overpaying for real estate merely to outbid
            competitors.

      o     Buying properties with excellent location with substantial
            infrastructure in place around them and avoiding investing in
            locations where the construction of such infrastructure is
            speculative.

      o     Buying properties that are well-constructed and designed to appeal
            to a broad base of users and avoiding properties where quality has
            been sacrificed to cost savings in construction or which appeal only
            to a narrow group of users.

      o     Aggressively managing, maintaining and upgrading a property and
            refusing to neglect or undercapitalize management, maintenance and
            capital improvement programs.

      o     Having the ability to hold properties through down cycles and
            avoiding overleveraging properties and placing them at risk of
            foreclosure.

      The Partnership acquires and operates its real properties on an
unleveraged basis not subject to any mortgage loans. The Partnership has a
revolving line of credit that provides for borrowings of up to $53,000,000. The
Partnership has drawn on this line of credit, and intends to draw on this line
of credit in the future, only to obtain funds for the purpose of making interim
mortgage loans to Sponsored Entities. The Partnership's policy is to cause these
loans to be secured by a first mortgage of the real property (which may be of
any type) owned by the Sponsored Entity. The Partnership makes these loans to
enable a Sponsored Entity to acquire real property prior to the consummation of
the offering of its equity interests, and the loan is repaid out of the offering
proceeds. The Partnership has no restriction on the percentage of its assets
that may be invested in any single mortgage. The Partnership receives revenue
from origination fees and interest in connection with such mortgage loans. The
interest the Partnership charges is at the same rate as the interest payable by
the Partnership from time to time under its line of credit. The origination fees
the Partnership charges range from approximately 4% to approximately 7% of the
principal amount of the loan.


                                       2
<PAGE>

      The Partnership's policy is not to invest in the securities of other
issuers except short-term investments in money market funds and similar
securities and the holding of a nominal interest in Sponsored REITs for the
purpose of facilitating the organization and operation of such Sponsored REITs.
The Partnership does not expect to receive any material amounts of revenue from
its nominal interest in any Sponsored REITs.

      The Partnership's policy is not to issue senior securities, borrow money
(except as described above), make loans to other persons (except as described
above), invest in the securities of other issuers for the purpose of exercising
control, underwrite the securities of other issuers (except that FSP Investments
expects to continue to sell interests in Sponsored Entities on a best efforts
basis in offerings exempt from registration under the Securities Act) or offer
securities in exchange for property. The Partnership expects that it will engage
in the purchase and sale of real estate investments as market conditions
warrant. The Partnership may repurchase or otherwise reacquire its securities.
The Partnership's policy is to deliver annual reports to each partner, including
financial statements certified by independent public accountants.

      Any of the Partnership's policies may be changed at any time by the
General Partner without the consent of the limited partners.

      With respect to its investment banking and brokerage business, the
Partnership faces competition for the investment dollars of potential purchasers
of the Sponsored Entities from every other kind of investment, including stocks,
bonds, mutual funds and other real-estate related investments, including REITs.
Some of the Partnership's competitors have significantly more resources than the
Partnership and are able to advertise their investment products. Because the
offerings of the Sponsored Entities are made pursuant to an exemption from
registration under the Securities Act, FSP Investments may not advertise the
Sponsored Entities or otherwise engage in any general solicitation of investors
to purchase interests in the Sponsored Entities.

      With respect to its real estate investments, the Partnership faces
competition in each of the markets where the properties are located. See
"Financial Information -- Management's Analysis and Discussion of Financial
Condition and Results of Operations -- Trends and Uncertainties" in Item 2
hereof. As of December 31, 2000, each of the Partnership's 17 properties had an
occupancy level in excess of 90%.

      The rights, duties and obligations of the General Partner are set forth in
the Partnership's Third Amended and Restated Limited Partnership Agreement,
dated as of January 1, 2000, as amended (the "Partnership Agreement"). See Item
11 hereof. The General Partner has the exclusive right to manage the business of
the Partnership. The General Partner has no management agreement or other
contractual arrangement with the Partnership. The Partnership pays no fees or
other compensation to the General Partner or to the Partnership's subsidiaries
and affiliates. The General Partner is entitled to reimbursement by the
Partnership for its out-of-pocket expenses. No such expenses were reimbursed in
the year ended December 31, 2000. The executive officers of the General Partner
receive compensation from the Partnership and FSP Investments. See Item 6
hereof.

      The Partnership had 22 employees as of December 31, 2000.

Item 2. Financial Information.

Special Note Regarding Forward-Looking Statements

      This registration statement contains forward-looking financial statements.
These statements relate to future events or our future financial performance. In
some cases, one can identify forward-looking statements by terminology. For
example, "may", "will", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", or the negative of these terms
or other comparable terminology, indicate forward-looking statements. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, an investor should specifically consider various
factors set forth under "Management's Discussion and Analysis -- Risk Factors".
These factors may cause our actual results to differ materially from any
forward-looking statement.

      Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We will not update any of the
forward-looking statements after the date of this registration statement to
conform them to actual results or to changes in our expectations that occur
after the date of this registration statement, other than as required by law.


                                       3
<PAGE>

Selected Financial Data

      The following selected financial information is derived from the
historical consolidated financial statements of the Partnership. This
information should be read in conjunction with "Financial
Information--Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Item 2 hereof and with the Partnership's consolidated
financial statements and related notes thereto included in Item 13 hereof.

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP
            (dollars in thousands, except per partnership unit data)

<TABLE>
<CAPTION>
                                      Quarter Ended
                                        March 31,                           Year Ended December 31,
                                 ------------------------  ----------------------------------------------------------
                                     2001       2000          2000        1999       1998        1997       1996
                                 ------------------------  ----------------------------------------------------------
                                 (unaudited) (unaudited)                                     (unaudited) (unaudited)
OPERATING DATA:
<S>                                 <C>          <C>          <C>        <C>         <C>         <C>         <C>
Total revenues.................     $12,787      $6,404       $34,793    $18,048     $11,555     $7,203      $3
Net income (loss)..............       6,002        (174)        8,914      1,139      (1,675)       272     (15)

Basic and diluted net income
(loss) per limited and general
partnership unit...............       $0.25      ($0.01)        $0.40      $0.09      ($0.88)     $0.14     N/A(a)

<CAPTION>
                                                                                As of December 31,
                                      As of March 31,      ----------------------------------------------------------
                                          2001                2000        1999       1998        1997       1996
                                 ------------------------  ----------------------------------------------------------
                                       (unaudited)
BALANCE SHEET DATA
(AT PERIOD END):
<S>                                      <C>                 <C>        <C>          <C>        <C>          <C>
Total assets...................          $204,114            $219,923   $190,486     $95,886    $66,117      $71
Total liabilities..............             4,032              19,280     28,821       1,294      1,639       --
Minority interests in
consolidated entities..........                67                  63     78,090      89,593     56,304       --
Total partners' capital........           200,015             200,580     83,575      93,856     64,478       71
</TABLE>

      (a) The Partnership was owned 100% by three general partners in 1996. No
units were issued until 1997.

      The 2000 and 1999 financial statements reflect the merger of seventeen
Sponsored Partnerships. Prior to the merger the Partnership owned a controlling
general partner interest in the seventeen Sponsored Partnerships--See Note 4 to
the consolidated financial statements of the Partnership and "Financial
Information--Management's Discussion and Analysis of Financial Condition and
Results of Operations."


                                       4
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations

      The following information should be read in conjunction with the
consolidated financial statements included at Item 13.

      The Partnership operates in two business segments: rental operations and
investment banking services. FSP Investments provides real estate investment and
broker/dealer services that include: (a) the organization of Sponsored REITs in
2000 and Sponsored Partnerships prior to 2000, which were syndicated through
private placements; (b) the acquisition of real estate on behalf of the
Sponsored Entities; and (c) the sale of preferred stock in Sponsored REITs or
limited partnership interests in the Sponsored Partnerships. The following table
summarizes property owned by the Partnership and the Sponsored Partnerships for
quarter ended March 31, 2001 and the three years ended December 31, 2000, 1999
and 1998.

<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                March 31,    ------------------------------------
                                                                  2001           2000         1999        1998
                                                              -------------  ----------- ------------ -----------
<S>                                                              <C>          <C>          <C>           <C>
Residential
     Number of Properties..............................                  4            4            4           4
     Number of Apartment Units.........................                642          642          642         642

Commercial
     Number of Properties..............................                 13           13           12           5
     Square Footage....................................          1,433,300    1,433,300    1,328,600     405,500
</TABLE>

      As described in Note 4 to Financial Statements, the Partnership has
consummated three series of mergers. As described above, the Partnership
operates in two segments, real estate operations and broker/dealer and real
estate investment services. Prior to the consummation of the first series of
mergers, the Partnership operated in the segment of broker/dealer and real
estate investment services. The first series of mergers added the real estate
operations of certain Sponsored Partnerships to the Partnership's business. The
nature of the Partnership's business was not changed by the second and third
series of mergers.

      The mergers were accounted for as a purchase, whereby the assets and
liabilities of the Sponsored Partnerships were recorded at their fair values and
transaction costs were capitalized. In December 2001, the Partnership restated
its previously reported consolidated financial statements for the years ended
December 31, 2000, 1999 and 1998 to reflect certain adjustments related to the
Partnerships change in accounting treatment for the merger transactions. See
Note 4 to the consolidated financial statements.

      In each merger the Partnership acquired the minority interests in the
Sponsored Parnterships. None of the merged Sponsored Partnerships was subject
to debt financing and no debt was assumed or created at the time of the merger.
The investors of the merged entities exchanged their interests for an interest
in the Partnership. There were no cash payments and no contingent payments.

      The acquisitions have affected the Partnership in two ways: the real
estate portfolio is more diverse, both geographically and with respect to
property type; and the Partnership has a larger borrowing capacity.

      The following table sets forth the identity of each merged Sponsored
Partnership, the date of its merger and the estimated value ascribed to that
Partnership.

<TABLE>
<CAPTION>
                                                                                  Estimated Value
                                                                                at Merger Date (in
Merged Partnership                                    Merger Date                   thousands)
- -------------------                                ------------------       --------------------------
<S>                                                <C>                               <C>
Essex Lane                                         January 1, 1999                   $11,339
FSP Apartment Properties (REATA)                   January 1, 1999                    12,591
One Technology                                     January 1, 1999                    11,989
FSP North Andover                                  January 1, 1999                     9,919
FSP Weslayan Oaks                                  January 1, 1999                     5,760
FSP Park Seneca                                    January 1, 1999                    10,126
FSP Santa Clara                                    January 1, 1999                     7,938
FSP Piedmont                                       January 1, 1999                    12,435

FSP Silverside                                     January 1, 2000                    19,063
FSP Hillview                                       January 1, 2000                    16,814
FSP Telecom                                        January 1, 2000                     5,328
</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                                                  Estimated Value
                                                                                at Merger Date (in
Merged Partnership                                    Merger Date                   thousands)
- -------------------                                ------------------       --------------------------
<S>                                                <C>                                <C>
FSP Southfield Centre                              October 1, 2000                    16,412

FSP Blue Ravine                                    October 1, 2000                     6,475
FSP Bollman Place                                  October 1, 2000                     6,035
FSP Austin N.W.                                    October 1, 2000                    11,403
FSP Gateway Crossing                               October 1, 2000                    20,870
FSP Lyberty Way                                    October 1, 2000                    10,612
</TABLE>

      During 2000, the Partnership was issued 100% of the common stock in three
Sponsored REITs for nominal consideration in connection with the organization of
such Sponsored REITs. Additionally, the Partnership's general partner interest
in one Sponsored Partnership was exchanged for the common stock in a newly
formed Sponsored REIT, in connection with this Sponsored Partnership's
reorganization from a limited partnership to a REIT on January 1, 2001. The
Partnership's cost of its investment in the Sponsored REITs approximates its
share of the underlying equity in the net assets of the REITs. The Partnership's
share of the Sponsored REITs' earnings, after deducting preferred stock
dividends paid or accrued, was not material for the year ended December 31,
2000.

      The Sponsored REITs have issued both common stock and preferred stock. The
common stock is owned solely by the Partnership and the preferred stock is owned
by unaffiliated investors. Each Sponsored REIT was organized to acquire a single
real estate property using the proceeds raised through a private offering of its
preferred stock. The Sponsored REITs do not contemplate having any long-term
financing. Following consummation of the offerings, the preferred shareholders
in each of the Sponsored REITs are entitled to 100% of the Sponsored REIT's cash
distributions. As a common shareholder, the Partnership has no rights to the
Sponsored REIT's regular cash distributions. However, upon liquidation of the
Sponsored REITs, the Partnership will be entitled to its percentage interest in
any proceeds after the preferred shareholders have recovered their investment.
The Partnership's percentage interest in each Sponsored REIT is less than 1%.
The affirmative vote of the holders of a majority of the Sponsored REIT's
preferred stockholders is required for any actions involving merger, sale of
property, amendment to charter or issuance of additional capital stock. In
addition, all of the Sponsored REITs allow the holders of more than 50% of the
outstanding preferred shares to remove, without cause, and replace one or more
members of the REIT's Board of Directors.

Results of Operations

      The following table shows the Partnership's financial data as a percentage
of total revenues for the quarters ended March 31, 2001 and 2000 and for the
three years ended December 31, 2000, 1999, and 1998 and the variance in dollars
between the quarters ended March 31, 2001 and 2000 and between the years ended
December 31, 2000 and 1999 and the years ended December 31, 1999 and 1998. See
Note 3 Business Segments of the Consolidated Financial Statements and
Supplementary Data for financial information about business segments.

<TABLE>
<CAPTION>
                                               Financial Data as a Percentage
                                                       of Total Revenues                           Variance in Dollars
                                        ------------------------------------------------ ----------------------------------------
                                         For the Quarter        For the Year Ended       For the Quarter   For the Years Ended
                                         Ended March 31,           December 31,          Ended March 31,       December 31,
                                        ------------------- ---------------------------- ----------------------------------------
                                                                                             2001 and       2000 and   1999 and
                                          2001      2000     2000      1999      1998          2000           1999       1998
                                        --------- --------- -------- --------- --------- ----------------------------------------
                                                                                          (in thousands)       (in thousands)
REVENUES:
<S>                                       <C>      <C>      <C>      <C>       <C>           <C>            <C>         <C>
     Rental income.....................    50.7%    96.8%    73.1%    90.4%     94.0%        $  290         $ 9,119     $ 5,456
     Syndication and commission
     income............................    45.0%      --     21.8%     4.4%      0.0%         5,753           6,785         789
     Interest and other income.........     4.3%     3.2%     5.1%     5.2%      6.0%           340             841         248
                                        -------- -------- -------- --------  --------      --------        --------    --------
     Total revenues....................   100.0%   100.0%   100.0%   100.0%    100.0%         6,383          16,745       6,493
                                        -------- -------- -------- --------  --------      --------        --------    --------

EXPENSES:
     Selling, general and administrative   24.9%    40.5%    25.3%    28.9%     22.3%           588           3,572       2,648
     Other real estate operating
     expenses..........................    11.0%    22.1%    18.7%    24.5%     26.1%            (4)          2,060       1,417
     Depreciation and amortization.....    10.0%    16.9%    13.3%    17.9%     18.2%           192)          1,382       1,127
     Real estate taxes and insurance...     5.6%    10.8%     7.1%     8.0%      9.5%            24           1,025         347
     Interest expense..................     1.4%     6.0%     2.5%     1.7%      0.2%          (202)            561         273
     Minority interest.................     0.2%     6.4%     7.6%    12.6%     38.2%          (391)            370      (2,133)
                                        -------- -------- -------- --------  --------      --------        --------    --------
     Total expenses....................    53.1%   102.7%    74.4%    93.7%    114.5%           207           8,970       3,679
                                        -------- -------- -------- --------  --------      --------        --------    --------
NET INCOME (LOSS)......................    46.9%    (2.7)%   25.6%     6.3%    (14.5)%       $6,176         $ 7,775     $ 2,814
                                        ======== ======== = ======== ======  =========     ========        ========    ========
</TABLE>


                                       6
<PAGE>

Comparison Of The Quarter Ended March 31, 2001 To The Quarter Ended March 31,
2000.

      Revenues

      Total revenues increased $6.4 million or 99.7%, to $12.8 million for the
quarter ended March 31, 2001, as compared to $6.4 million for the quarter ended
March 31, 2000. Income from rental operations was $6.5 million for the quarter
ended March 31, 2001 compared to $6.2 million for the quarter ended March 31,
2000.

      The increase in rental income of $290 thousand, or 4.7%, compared to the
quarter ended March 31, 2000, is attributable to the acquisition of one
commercial property in 2000, which contributed revenues for a full quarter in
2001, as compared with no revenue in 2000.

      The increase in investment services (syndication and commission) income of
$5.8 million, compared to the quarter ended March 31, 2000, is attributable to
the syndication of two REITs in 2001. There were no syndications of any REITs in
the quarter ended March 31, 2000.

      The increase in interest and other income of $340 thousand, or 165%,
compared to the quarter ended March 31, 2000 is attributable to interest earned
on higher cash balances, cash equivalents and marketable securities and higher
average yields in 2001 compared to 2000.

      Expenses

      Total expenses increased $207 thousand, or 3.1%, to $6.8 million for the
quarter ended March 31, 2001, as compared to $6.6 million for the quarter ended
March 31, 2000.

      The increase in selling, general and administrative expenses of $588
thousand, or 22.7%, compared to the quarter ended March 31, 2000, is
attributable to:

      o     increased broker commissions and related costs of approximately $1.1
            million;

      o     offset by decreased payroll and related expenses of $475 thousand;

      o     offset by decreased other costs of approximately $37 thousand.

      Other real estate operating expenses for the quarter ended March 31, 2001
approximated other real estate operating expenses for the quarter ended March
31, 2000.

      The increase in depreciation and amortization expenses of $192 thousand or
17.8%, compared to the quarter ended March 31, 2000, is primarily attributable
to the acquisition of one commercial property in 2000, which incurred costs for
a full quarter in 2001, as compared with no costs in 2000;

      Real estate taxes and insurance expenses for the quarter ended March 31,
2001 approximated real estate taxes and insurance expenses for the quarter ended
March 31, 2000.

      The decrease in interest expense of $202 thousand, or 52.2%, compared to
the quarter ended March 31, 2000, is primarily attributable to lower interest
rates and borrowings outstanding for a shorter period of time.

      The decrease in minority interest expense of $391 thousand for the quarter
ended March 31, 2001 compared to the minority interest for the quarter ended
March 31, 2000 is a result of the October 2000 merger.

Comparison Of The Year Ended December 31, 2000 To The Year Ended December 31,
1999

      Revenues

      Total revenues increased $16.8 million or 92.8%, to $34.8 million for the
year ended December 31, 2000, as compared to $18.0 million for the year ended
December 31, 1999. Income from rental operations was $25.4 million for the year
ended December 31, 2000.

      The increase in rental income of $9.1 million, or 55.9%, compared to the
year ended December 31, 1999, is attributable to:

      o     the acquisition of seven commercial properties in 1999, which
            contributed revenues for a full year in 2000, as compared with a
            partial year in 1999, resulting in $8.0 million in incremental
            revenues;

      o     the acquisition of one commercial property in 2000, which
            contributed revenues for a partial year in 2000, as compared with no
            revenue in 1999, resulting in approximately $600 thousand in
            incremental revenues;


                                       7
<PAGE>

      o     increased revenues of approximately $500 thousand as a result of
            rent increases and other miscellaneous fees on existing properties.

      The increase in investment services income of $6.8 million, or 859%,
compared to the year ended December 31, 1999, is attributable to the syndication
of three REITs in 2000 compared to the syndication of one unconsolidated
Sponsored Partnership in 1999.

      The increase in interest and other income of $841 thousand, or 89.1%,
compared to the year ended December 31, 1999 is attributable to interest earned
on higher cash balances, cash equivalents and marketable securities and higher
average yields in 2000 compared to 1999.

      Expenses

      Total expenses increased $9.0 million, or 53.0%, to $25.9 million for the
year ended December 31, 2000, as compared to $16.9 million for the year ended
December 31, 1999.

      The increase in selling, general and administrative expenses of $3.6
million, or 68.4%, compared to the year ended December 31, 1999, is attributable
to:

      o     increased payroll and related expenses of $3.0 million, of which
            $2.3 million relates to equity based (non-cash) compensation;

      o     increased broker commissions and related costs of approximately $700
            thousand;

      o     offset by decreased other costs of approximately $100 thousand.

      The increase in other real estate operating expenses of $2.1 million, or
46.5%, compared to the year ended December 31, 1999, is primarily attributable
to the acquisition of seven commercial properties in 1999, which incurred costs
for a full year in 2000, as compared with a partial year in 1999.

      The increase in depreciation and amortization expenses of $1.3 million or
44.8%, compared to the year ended December 31, 1999, is primarily attributable
to:

      o     the acquisition of seven commercial properties in 1999, which
            incurred costs for a full year in 2000, as compared with a partial
            year in 1999, resulting in $1.2 million in incremental expenses;

      o     the acquisition of one commercial property in 2000, which incurred
            costs for a partial year in 2000, as compared with no costs in 1999,
            resulting in approximately $100 thousand in incremental costs;

      The increase in real estate taxes and insurance expenses of $1.0 million
or 70.8%, compared to the year ended December 31, 1999, is primarily
attributable to:

      o     the acquisition of seven commercial properties in 1999, which
            incurred costs for a full year in 2000, as compared with a partial
            year in 1999, resulting in approximately $800 thousand in
            incremental expenses;

      o     tax increases on the existing properties of approximately $200
            thousand.

      The increase in interest expense of $561 thousand, or 187.6%, compared to
the year ended December 31, 1999, is primarily attributable to:

      o     the syndication of three REITs in 2000 compared to the syndication
            of one unconsolidated Sponsored Partnership in 1999.

      The increase in minority interest expense of $370 thousand for the year
ended December 31, 2000 compared to the minority interest for the year ended
December 31, 1999 is a result of the mergers completed during the year ended
December 31, 2000.

Comparison of the Year Ended December 31, 1999 to the Year Ended December 31,
1998

      Revenues

      Total revenues increased $6.5 million or 56.2%, to $18.0 million for the
year ended December 31, 1999, as compared to $11.5 million for the year ended
December 31, 1998. Income from rental operations was $16.3 million in 1999.


                                       8
<PAGE>

      The increase in rental income of $5.5 million, or 50.2%, compared to the
year ended December 31, 1998, is attributable to:

      o     the acquisition of two properties (one commercial, one residential)
            in 1998 which contributed revenues for a full year in 1999, as
            compared with a partial year 1998, resulting in $2.4 million in
            incremental revenues;

      o     the acquisition of seven commercial properties 1999, which
            contributed revenues for a partial year in 1999, as compared with no
            revenue in 1998, resulting in $3.1 million in incremental revenues;

      The increase in investment services income of $789 thousand, compared to
the year ended December 31, 1998, is attributable to the syndication of one
unconsolidated Sponsored Partnership in 1999. There was no investment services
revenue in 1998.

      The increase in interest and other income of $248 thousand, or 35.6%,
compared to the year ended December 31, 1998 is attributable to interest earned
on higher cash balances and cash equivalents.

      Expenses

      Total expenses increased $3.7 million, or 27.8%, to $16.9 million for the
year ended December 31, 1999, as compared to $13.2 million for the year ended
December 31, 1998.

      The increase in selling, general and administrative expenses of $2.6
million, or 102.8%, compared to the year ended December 31, 1998, is
attributable to:

      o     increased payroll and related expenses of approximately $700
            thousand;

      o     increased broker commissions and related costs of $1.4 million;

      o     increased other costs of approximately $400 thousand.

      The increase in other real estate operating expenses of $1.4 million, or
47.0%, compared to the year ended December 31, 1998, is primarily attributable
to:

      o     the acquisition of seven commercial properties in 1999, which
            incurred costs for a partial year in 1999, as compared with no
            expenses in 1998, resulting in approximately $400 in incremental
            costs;

      o     the acquisition of two properties in 1998, which incurred costs for
            a full year in 1999, as compared with a partial year in 1999,
            resulting in approximately $900 thousand in incremental costs;

      o     increased costs of approximately $100 thousand on existing
            properties.

      The increase in depreciation and amortization expenses of $1.1 million or
37.7%, compared to the year ended December 31, 1998, is primarily attributable
to:

      o     the acquisition of seven commercial properties in 1999, which
            incurred costs for a partial year in 1999, as compared with no
            expense in 1998, resulting in $417 thousand in incremental expenses;

      o     the acquisition of two properties in 1998, which incurred costs for
            a full year in 1999 compared with a partial year in 1998, resulting
            in $376 thousand in incremental costs;

      o     the increased depreciable basis as a result of the January 1999
            merger resulting in $334 thousand in incremental costs.

      The increase in real estate taxes and insurance expenses of $347 thousand
or 31.5%, compared to the year ended December 31, 1998, is primarily
attributable to:

      o     the acquisition of seven commercial properties in 1999, which
            incurred costs for a partial year in 1999, as compared with no
            expense in 1998, resulting in $254 thousand in incremental expenses;

      o     the acquisition of two properties in 1998, which incurred costs for
            a full year in 1999 compared with a partial year in 1998, resulting
            in $251 thousand in incremental costs;

      o     offset by decreased costs of $158 thousand on existing properties.

      The increase in interest expense of $273 thousand, or 1050%, compared to
the year ended December 31, 1998, is primarily attributable to the syndication
of one unconsolidated Sponsored Partnership in 1999 compared to the syndication
of no unconsolidated Sponsored Partnerships in 1998.

      The decrease in minority interest expense of $2.1 million for the year
ended December 31, 1999 compared to the minority interest for the year ended
December 31, 1998 is a result of the Janaury 1999 merger.


                                       9
<PAGE>

      Increases in Revenues

      In June 2000, a vacant parcel of land in Peabody, Massachusetts, which was
part of the One Technology Drive property, was removed from the lease with
Alliant Foodservice, Inc., subdivided and sold for $1,100,000. Alliant
Foodservice, Inc. renewed its lease on the remaining land and building for a
higher rent than the prior rent on the unsubdivided land and building. In April
2001, the Partnership sold a vacant parcel of land that was part of the Gateway
Crossing property in Columbia, Maryland for $515,000. A subdivision and sale of
vacant land at the Partnership's Southfield Centre property is possible in the
future.

      Effective October 15, 2000, Lucent Technologies extended the term of its
lease on the Partnership's property located in Santa Clara, California for five
more years. The first year's rent in the amount of $1,571,000 for the new lease
is approximately $835,000, or 213%, higher than the previous year's rent.

      Trends and Uncertainties

      The Partnership's properties in most locations benefited from the strong
economy and stock market in 2000. While rent increases in the Houston apartment
market slowed in 2000 as the market worked through a large inventory of new
product, office rents in high-demand markets, like Boston, Austin and Silicon
Valley increased, as evidenced by the lease renewals with Alliant Foodservice in
the Boston area and Lucent Technologies in Silicon Valley (which lease was
subsequently assigned to Agere). The Charlotte and Greenville office markets
were less robust with a significant amount of sublease space available.

      Although the Partnership's real estate portfolio is diversified by
location, product type and tenancy, it is likely to be affected by deteriorating
general economic conditions in 2001. The Partnership's tenancy generally does
not include dot.com tenants as major tenants in any buildings. One tenant which
is engaged in e-commerce and occupies approximately 11% (7,586 square feet) of
the Partnership's Austin, Texas property was acquired by PSINet, which has filed
for bankruptcy protection. The Partnership is uncertain what effect the
bankruptcy will have on the tenant, which was not included in the filing. As of
June 14, 2001 the tenant had not paid the rent due June 1, 2001. In addition,
the Partnership has a number of tenants in the telecom and high technology
sectors and others whose businesses have slowed or whose stock prices have
tumbled. Several tenants have asked to sublet or reduce space. It is likely that
some tenants will be unable to pay rent and that some of the buildings will
suffer larger vacancies or lower rents in 2001 than in 2000 until the general
market conditions change.

      The failure of many dot.com companies has put significant blocks of office
space back on the market in some of the Partnership's market areas, particularly
in Silicon Valley in California and Austin, Texas. Cutbacks at companies in
other industries have led those companies to offer sublease space at below
market rents, which has led to a further weakening in rents, larger vacancies
and lower prices for competing building space, particularly in Charlotte, North
Carolina and Greenville, South Carolina. These factors may affect the
Partnership's ability to retain and attract tenants in 2001 and the future. For
example, in the Charlotte, North Carolina market, both The Art Institutes and
Primary Physicians Care, which are companies that are growing, have given notice
that they will purchase their own buildings to take advantage of the
opportunities in the Charlotte market. In Greenville, South Carolina, Day &
Zimmermann intends to move to the top floor of a new high-rise building for less
rent than they have been paying in the Partnership's 1980's building. There are
no other major tenants with lease expirations in 2001, but there may be other
tenants who fail financially or who attempt to break their leases to take
advantage of favorable market conditions.

      In the ordinary course of owning and operating real estate, the potential
could exist for the Partnership to dispose of one or more properties in its
portfolio. Market conditions in specific geographic locations could present the
Partnership with the opportunity to realize significant capital appreciation in
an asset's value. The Partnership maintains close attention to market conditions
in all geographic locations where its properties are located.

      Liquidity and Capital Resources as of March 31, 2001

      Cash and cash equivalents were $18.0 million and $13.7 million at March
31, 2001 and December 31, 2000, respectively. This 31.4% increase of $4.3
million is attributable to $8.6 million generated by operating activities and
$18.8 million generated by investing activities, partially offset by $23.1
million used by financing activities.

      Operating Activities

      The Partnership's cash provided by operating activities of $8.6 million is
attributable to $7.3 million from operations, after addback of $1.3 million from
non cash expenses primarily depreciation and amortization, and $1.2 million from
the increase in accounts payable and accrued expenses.

      Investing Activities


                                       10
<PAGE>

      The Partnership's cash provided by investing activities of $18.8 million
is attributable to the repayment of a $16.5 million loan from a Sponsored REIT
and $2.4 million redemption of marketable securities, offset by the purchase of
$0.1 million of property and equipment.

      Financing Activities

      The Partnership's cash used by financing activities of $23.1 million is
attributable to repayments of the line of credit of $16.5 million and cash
distributions to partners of $6.6 million.

      Liquidity and Capital Resources as of December 31, 2000

      Cash and cash equivalents were $13.7 million and $18.5 million at December
31, 2000 and 1999, respectively. This 25.9% decrease of $4.8 million is
attributable to $30.7 million used in investing activities partially offset by
$14.2 million provided by operating activities and $11.7 million provided by
financing activities.

      Investing Activities

      The Partnership's cash used in investing activities of $30.7 million is
primarily attributable to:

      o     $16.5 million for a loan to a Sponsored REIT which was subsequently
            repaid in February 2001;

      o     $8.9 million for the purchase of property and equipment; and

      o     $5.3 million for the purchase of marketable securities partially
            offset by proceeds of $1.1 million on the sale of land.

      Operating Activities

      The Partnership's cash provided by operating activities of $14.4 million
is primarily attributable to $18.5 million from operations, after addback of
$9.5 million from non cash expenses of which $4.6 million relates to
depreciation and amortization, $2.3 million relates to equity based
compensation, and $2.6 million relates to minority interests.

      The cash provided by operating activities is partially offset by $2.5
million from the decrease in accounts payable and accrued expenses and $1.5
million decrease from a net change in other operating assets and liabilities.

      Financing Activities

      The Partnership's cash provided by financing activities of $11.7 million
is attributable to capital contributions of $39.8 million from the sale of
partnership units for three of the merged entities and borrowings under the line
of credit of $16.5 million;

      The cash provided by financing activities is partially offset by
repayments of the line of credit of $23.5 million and cash distributions to
partners of $21.0 million.

      Our principal demands for liquidity are cash for operations, distributions
to partners, debt repayments and expense associated with indebtedness. As of
December 31, 2000 we had $19,280,000 in liabilities and debt obligations. The
Partnership has no permanent, long-term debt. In the near term, liquidity is
generated from funds from ongoing real estate operations and fees and
commissions received from the sale of shares in new Sponsored REITs.

      The Partnership maintains an unsecured line of credit through Citizens
Bank. The Partnership has entered into a Master Promissory Note and Loan
Agreement which provides for a revolving line of credit of up to $35 million
(increased to $53 million in January 2001). Borrowings under the loan bear
interest at either the bank's base rate or a variable LIBOR rate. We use the
unsecured line of credit to provide each newly-formed Sponsored Entity with the
funds to purchase its property. The Partnership loans the purchase price of the
property, at an interest rate equivalent to the rate which the Partnership is
paying to the bank, and takes back a mortgage. The Partnership collects a
commitment fee from the Sponsored Entity. The loan is paid back in full from the
capital contributions of each Sponsored Entity's investors. The Partnership's
loan agreement with the bank includes customary restrictions on property liens
and requires compliance with various financial covenants. Financial covenants
include maintaining minimum cash balances in operating accounts, tangible net
worth of at least $105 million (increased to $140 million in January 2001) and
compliance with other various debt and income ratios. The Partnership was in
compliance with all covenants as of December 31, 2000. Borrowings under the loan
agreement mature on February 23, 2003.

      The Partnership had borrowings of $16,500,000 at the bank's base rate of
9.5% as of December 31, 2000. There was a corresponding amount due from related
parties at December 31, 2000. As of February 1, 2001, the entire amount of the
outstanding loan balance had been repaid in full. However, the Partnership
intends to utilize and subsequent to February 1, 2001 has utilized, its line of
credit for interim financing in connection with acquisition of real estate by
newly-formed


                                       11
<PAGE>

Sponsored Entities.

      The Partnership's real properties generate rental income to cover the
ordinary, annual operating expenses of the properties and to fund distributions
to partners. As of December 31, 2000, the rental income covered the expenses for
each of the Partnership's real properties. In addition to rental income, the
Partnership maintains cash reserves that may be used to fund extraordinary
expenses or major capital expenses. The cash reserves were set aside when the
Sponsored Partnerships that the Partnership has acquired were originally
syndicated. The cash reserves as of December 31, 2000 (approximately $6.5
million) are in excess of the known needs for extraordinary expenses or capital
improvements for the real properties within the next few years. There are no
external restrictions on these reserves, and they may be used for any
Partnership purpose.

      Although there is no guarantee we will be able to obtain the funds
necessary for our future growth, we anticipate generating funds from continuing
real estate operations and from fees and commissions from the sale of shares in
newly-formed Sponsored Entities. With adequate reserves in place to cover
extraordinary expenses or capital improvements, the Partnership believes that it
has adequate funds for future needs.


                                       12
<PAGE>

Risk Factors

      THE PARTNERSHIP FACES RISKS IN CONTINUING TO ATTRACT INVESTORS FOR THE
SPONSORED ENTITIES.

      The Partnership's investment banking business depends upon continuing to
attract purchasers of equity interests in Sponsored Entities. The Partnership's
success in this area will depend on the propensity and ability of investors who
have previously invested in Sponsored Entities to continue to invest in future
Sponsored Entities and on the Partnership's ability to expand the investor pool
for the Sponsored Entities by identifying new potential investors.

      THE PARTNERSHIP FACES RISKS IN OWNING AND OPERATING REAL PROPERTY.

      An investment in the Partnership is subject to the risks incident to the
ownership and operation of real estate-related assets. These risks include the
fact that real estate investments are generally illiquid, which may impact the
Partnership's ability to vary its portfolio in response to changes in economic
and other conditions, as well as the risks normally associated with:

      o     changes in general and local economic conditions;

      o     the supply or demand for particular types of properties in
            particular markets;

      o     changes in market rental rates;

      o     the impact of environmental protection laws; and

      o     changes in tax, real estate and zoning laws.

      THE PARTNERSHIP FACES RISKS FROM GEOGRAPHIC CONCENTRATION.

      To the extent that the Partnership's portfolio of real properties is
concentrated in one or more geographic areas, the Partnership faces risks when
economic conditions deteriorate in such areas. The Partnership currently owns
two properties, constituting approximately 3.6% of the aggregate space owned by
the Partnership, that are located in Silicon Valley, an area in which economic
conditions have deteriorated.

      THE PARTNERSHIP COMPETES WITH NATIONAL, REGIONAL AND LOCAL REAL ESTATE
OPERATORS AND DEVELOPERS, WHICH COULD ADVERSELY AFFECT THE PARTNERSHIP'S CASH
FLOW.

      Competition exists in every market in which the Partnership's properties
are located. The Partnership competes with, among others, national, regional and
numerous local real estate operators and developers. Such competition may
adversely affect the occupancy levels and the rental revenues of the
Partnership's properties, which could adversely affect the Partnership's cash
flow from operations and its ability to make expected distributions to partners.
Some of the Partnership's competitors may have more resources than the
Partnership or other competitive advantages. Competition may be accelerated by
any increase in availability of funds for investment in real estate. For
example, decreases in interest rates tend to increase the availability of funds
and therefore can increase competition. The extent to which the Partnership is
affected by competition will depend in significant part on local market
conditions.

      THERE IS LIMITED POTENTIAL FOR OCCUPANCY GAINS IN THE PARTNERSHIP'S
PROPERTIES.

      Each of the properties owned by the Partnership had a rate of occupancy in
excess of 90% as of December 31, 2000. The General Partner anticipates that
future increases in revenue from the Partnership's properties will be primarily
the result of rental rate increases. To the extent that the existing properties
continue to operate profitably, this will likely stimulate new development of
competing properties and result in greater competition between the newly
developed properties and the Partnership's properties.

      THE PARTNERSHIP IS SUBJECT TO POSSIBLE LIABILITY RELATING TO ENVIRONMENTAL
MATTERS, AND THE PARTNERSHIP CANNOT ASSURE YOU THAT IT HAS IDENTIFIED ALL
POSSIBLE LIABILITIES.

      Under various federal, state and local laws, ordinances and regulations,
an owner or operator of real property may become liable for the costs of removal
or remediation of certain hazardous substances released on or in its property.
Such laws may impose liability without regard to whether the owner or operator
knew of, or caused, the release of such hazardous substances. The presence of
hazardous substances on a property may adversely affect the owner's ability to
sell such property or to borrow using such property as collateral, and it may
cause the owner of the property to incur substantial remediation costs. In
addition to claims for cleanup costs, the presence of hazardous substances on a
property could result in the owner incurring substantial liabilities as a result
of a claim by a private party for personal injury or a claim by an adjacent
property owner for property damage. The Partnership cannot assure you that any
environmental assessments it has undertaken have


                                       13
<PAGE>

revealed all potential environmental liabilities, that any prior owner or
operator of the properties did not create any material environmental condition
not known to the Partnership, or that an environmental condition does not
otherwise exist as to any one or more of the properties that could have a
material adverse effect on the Partnership's financial condition or results of
operations. In addition, the Partnership cannot assure you that:

      o     future laws, ordinances or regulations will not impose any material
            environmental liability,

      o     the current environmental conditions of the Partnership's properties
            will not be affected by the condition of properties in the vicinity
            of such properties (such as the presence of leaking underground
            storage tanks) or by third parties unrelated to the Partnership, or

      o     tenants will not violate their leases by introducing hazardous or
            toxic substances into the Partnership's properties that could expose
            the Partnership to liability under federal or state environmental
            laws.

      THE PARTNERSHIP IS SUBJECT TO COMPLIANCE WITH THE AMERICANS WITH
DISABILITIES ACT AND FIRE AND SAFETY REGULATIONS WHICH COULD REQUIRE THE
PARTNERSHIP TO MAKE SIGNIFICANT CAPITAL EXPENDITURES.

      All of the Partnership's properties are required to comply with the
Americans With Disabilities Act, and the regulations, rules and orders that may
be issued thereunder (the "ADA"). The ADA has separate compliance requirements
for "public accommodations" and "commercial facilities," but generally requires
that buildings be made accessible to persons with disabilities. Compliance with
ADA requirements might require, among other things, removal of access barriers
and noncompliance could result in the imposition of fines by the U.S.
government, or an award of damages to private litigants. In addition, the
Partnership will be required to operate its properties in compliance with fire
and safety regulations, building codes and other land use regulations, as they
may be adopted by governmental agencies and bodies and become applicable to the
Partnership's properties. Compliance with such requirements may require the
Partnership to make substantial capital expenditures, which expenditures would
reduce cash otherwise available for distribution to partners.

      THE PARTNERSHIP MAY BECOME SUBJECT TO LOSS IN PROFIT OR IN ITS CAPITAL
INVESTMENT IN THE EVENT OF THE OCCURRENCE OF AN UNINSURED EVENT.

      The Partnership or its tenants carry comprehensive liability, fire and
extended coverage with respect to each of the properties owned by the
Partnership, with policy specification and insured limits customarily carried
for similar properties. There are, however, certain types of losses, such as
from wars, pollution or earthquakes, that may be either uninsurable or not
economically insurable (although the properties located in California all have
earthquake insurance). Should an uninsured material loss occur, the Partnership
could lose both its capital invested in the property and anticipated profits.

      THE LIMITED PARTNERS HAVE NO CONTROL OF THE OPERATIONS OF THE PARTNERSHIP.

      The General Partner will have sole authority for the operation and
management of the Partnership. The limited partners will not have a right to
participate in management of the Partnership or the decisions of the General
Partner relating thereto. The limited partners have no right to remove the
General Partner.

      THE LIMITED PARTNERS WILL HAVE NO RIGHT TO TRANSFER THEIR UNITS.

      Until such time as the Units are listed for trading on a national stock
exchange, the transfer of any Unit (other than pursuant to the death,
incompetency or dissolution of a limited partner) will require the prior written
approval of the General Partner, the granting or denying of which is in the
General Partner's absolute discretion.

      THERE IS NO PUBLIC TRADING MARKET FOR OUR SECURITIES.

      There is no public trading market for limited partnership interests in the
Partnership. The Partnership cannot assure you that any market will develop or
that there will be any liquidity in a market for Units in the Partnership.

      LIMITED PARTNERS MAY BE ALLOCATED TAX LIABILITY IN EXCESS OF CASH
DISTRIBUTIONS.

      While not anticipated, the limited partners may be allocated net profits
such that the resulting tax liability will exceed the cash if any distributed to
them by the Partnership in a particular period. Under these circumstances, the
limited partners would be required to pay their income tax liabilities
associated with their allocable shares of the Partnership's taxable income from
sources other than their shares of distributions from the Partnership.


                                       14
<PAGE>

      THERE IS A RISK OF TAX AUDIT.

      There is a possibility that the Partnership will be audited by the
Internal Revenue Service. Such an audit could result in an adjustment not only
of the Partnership's tax returns but possibly could lead to an audit of the
limited partners' personal tax returns with respect to non-Partnership items.

Quantitative and Qualitative Disclosures About Market Risks

      The Partnership was not a party to derivative commodity investments at or
during the year ended December 31, 2000. The Partnership's only other financial
instruments (as defined by Financial Accounting Standards Board Statement No.
107) are its cash and cash equivalents for which cost approximates market value.

      The Partnership's only indebtedness consists of draws from time to time
upon its line of credit. These borrowings bear interest at a variable rate. The
Partnership uses the funds it draws on its line of credit only for the purpose
of making interim mortgage loans to Sponsored Entities. These mortgage loans
bear interest at the same variable rate payable by the Partnership under its
line of credit. Therefore, the Partnership believes that it has mitigated its
interest rate risk with respect to its borrowings.

Item 3. Properties.

      Set forth below is information regarding our properties:

<TABLE>
<CAPTION>
                               Sponsored
                             Partnership's                            Approx.                Approx.
                                Purchase      Date of    Number       Square   Occupancy    Number of
Property Location                Price       Purchase   of Units       Feet    12/31/00      Tenants   Major Tenant(s)(1)
- -----------------                -----       --------   --------       ----    --------      -------   ------------------
<S>                           <C>            <C>           <C>       <C>       <C>            <C>      <C>
APARTMENTS

3919 Essex Lane               $ 10,100,000    6/30/93      135       118,800   over 95%        135     None - Apts.
Houston, TX

3231 Allen Parkway            $ 10,700,000    8/11/94      159       129,000   over 95%        159     None - Apts.
Houston, TX

4041 Weslayan & Law           $  4,200,000    4/29/97       84        70,500   over 95%         84     None - Apts.
Houston, TX

7250 Perkins Road             $ 18,000,000   10/16/98      264       223,800   over 95%        264     None - Apts.
Baton Rouge, LA

- ----------------------------------------------------------------------------------------------------------------------------------
Total Apartments              $ 43,000,000                 642       542,100
- ----------------------------------------------------------------------------------------------------------------------------------

OFFICE

451 Andover Street            $  8,000,000    6/1/96                  92,000   over 95%         40     Pentucket
North Andover, MA                                                                                      Medical

1515 Mockingbird Lane         $  6,850,000    7/1/97                 110,600   over 95%         80     The Art Institutes,
Charlotte, NC                                                                                          Primary Physicians Care

33 & 37 Villa Road            $ 10,550,000    3/1/98                 143,800   over 90%         40     Day & Zimmermann
Greenville, SC

4995 Patrick Henry Dr.        $  6,800,000    12/1/97                 40,300     100%          one     Agere
Santa Clara, CA

678-686 Hillview Drive        $  4,862,500    3/9/99                  36,300     100%          one     Headway
Milpitas, CA                                                                                           Technologies

5751-5771 Copley Drive        $ 15,400,000    3/12/99                101,700     100%         three    XO, Tiernan,
San Diego, CA                                                                                          Nextel & Allegiance
</TABLE>


                                       15
<PAGE>

<TABLE>
<CAPTION>
                               Sponsored
                             Partnership's                            Approx.                Approx.
                                Purchase      Date of    Number       Square   Occupancy    Number of
Property Location                Price       Purchase   of Units       Feet    12/31/00      Tenants   Major Tenant(s)(1)
- -----------------                -----       --------   --------       ----    --------      -------   ------------------
<S>                           <C>            <C>           <C>       <C>       <C>             <C>     <C>
81 Blue Ravine                $  5,700,000    9/27/99                 47,000     100%          one     Cardinal Health
Folsom, CA

18000 W. Nine Mile Rd.        $ 14,950,000    9/30/99                212,500   over 90%       four     IBM
Southfield, Michigan

11211 Taylor Draper Lane      $ 10,000,000   12/29/99                 68,600     100%          six     Columbia Universal
Austin, Texas                                                                                          Life Insurance Co.

7130-7150 Columbia            $ 19,850,000   12/20/99                188,800     100%         eight    Columbia National
Gateway Dr.
Columbia, MD

10 Lyberty Way                $  9,100,000    5/23/00                104,700     100%          one     Lucent Technologies
Westford, MA

- ----------------------------------------------------------------------------------------------------------------------------------
Total Office                  $112,062,500                         1,146,300
- ----------------------------------------------------------------------------------------------------------------------------------

INDUSTRIAL

One Technology Dr.            $  9,175,000    12/1/95                188,000     100%          one     Alliant Foodservice
Peabody, MA

8730 Bollman Place            $  5,600,000   12/14/99                 99,000     100%          one     Alliant Foodservice
Savage (Jessup), MD

- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL INDUSTRIAL              $ 14,775,000                           287,000
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
GRAND TOTAL                   $169,837,500                 642     1,975,400
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Major tenants are tenants who occupy 10% or more of the space in a
      particular property.

      The Partnership has no material undeveloped or unimproved properties. In
the opinion of the General Partner, the Partnership's properties are adequately
covered by insurance.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

      Principal Equity Owners

      The general partner of the Partnership is FSP General Partner LLC, a
Massachusetts limited liability company (the "General Partner"). The following
table sets forth information regarding the beneficial ownership of our limited
partnership interests as of January 1, 2001 of: (1) each person known by us to
own beneficially five percent or more of our outstanding limited partnership
interests; (2) each of our directors and executive officers; and (3) all of our
directors and executive officers as a group. The Partnership is managed by the
General Partner, whose managing member is George J. Carter. Accordingly, the
General Partner and Mr. Carter are treated as directors of the Partnership, and
the executive officers of the General Partner are treated as executive officers
of the Partnership. Mr. Carter holds the 1% interest in FSP Investments and FSP
Property Management not held by the Partnership. Unless otherwise indicated in
the footnotes to the table, the beneficial owners named have, to our knowledge,
sole voting and investment power with respect to the Units beneficially owned,
subject to community property laws where applicable.


                                       16
<PAGE>

Units of Limited Partnership
Interest Beneficially Owned
or Into Which Securities are
Convertible(1)

Name of Holder                                               Number     Percent
- -------------------------------------------------------------------------------

George J. Carter(2)                                         383,719     1.63%

Richard R. Norris(2)(3)                                      27,112     *

R. Scott MacPhee(2)                                          18,036     *

William W. Gribbell(2)                                        9,068     *

Barbara J. Corinha(2)                                         5,000     *

Janet P. Notopoulos(2)                                        5,000     *
                                                           ---------    -------

All Executive Officers as a Group
(consisting of 6 persons)(2)                                447,935     1.91%
                                                           =========    =======

* Less than one percent.

(1)   There are no securities convertible into Units of limited partnership
      interest.

(2)   FSP General Partners LLC owns 948,499.2 units of general partnership
      interest in the Partnership, which equals a 3.88% interest in the cash
      distributions, profits and losses of the Partnership. Mr. Carter, who may
      be deemed to be a director of the Partnership, is the managing member of
      the General Partner and each of the other executive officers of the
      Partnership is a member of the General Partner.

(3)   Includes 13,556 Units owned by the Richard R. Norris Living Trust, and
      13,556 Units owned by the Karen C. Norris Living Trust which Mr. Norris
      may be deemed to beneficially own. Excludes 5,664 Units owned by Gretchen
      D. Norris as to which Mr. Norris has power of attorney but as to which Mr.
      Norris disclaims beneficial ownership.

Item 5. Directors and Executive Officers.

      Directors and Officers

      The Partnership has no individual directors or executive officers. The
general partner of the Partnership is FSP General Partner LLC (the "General
Partner"). Information regarding the executive officers of the General Partner
is set forth below:

      George J. Carter, age 52, is President of the General Partner and is
responsible for all aspects of the business of the Partnership and its
affiliates, with special emphasis on the evaluation, acquisition and structuring
of real estate investments. From 1992 through 1996 he was President of Boston
Financial Securities, Inc. ("Boston Financial"). Prior to joining Boston
Financial, Mr. Carter was owner and developer of Gloucester Dry Dock, a
commercial shipyard in Gloucester, Massachusetts. From 1979 to 1988, Mr. Carter
served as Managing Director in charge of marketing of First Winthrop
Corporation, a national real estate and investment banking firm headquartered in
Boston, Massachusetts. Prior to that, he held a number of positions in the
brokerage industry including those with Merrill Lynch & Co. and Loeb Rhodes &
Co. Mr. Carter is a graduate of the University of Miami (B.S.). Mr. Carter is a
NASD General Securities Principal (Series 24) and holds a NASD Series 7 general
securities license.

      Barbara J. Corinha, age 44, is the Vice President, Chief Operating
Officer, Treasurer and Secretary of the General Partner. In addition, Ms.
Corinha has as her primary responsibility, together with Mr. Carter, the
management of all operating business affairs of the Partnership and its
affiliates. From 1993 through 1996, she was Director of Operations for the
private placement division of Boston Financial. Prior to joining Boston
Financial, Ms. Corinha served as Director of Operations for Schuparra Securities
Corp. and as the Sales Administrator for Weston Financial Group. From 1979
through 1986, Ms. Corinha worked at First Winthrop Corporation in administrative
and management capacities; including Office Manager, Securities Operations and
Partnership Administration. Ms. Corinha attended Northeastern University and the
New York Institute of Finance. Ms. Corinha is a NASD General Securities
Principal (Series 24). She also holds other NASD supervisory licenses including
Series 4 and Series 53, and a NASD Series 7 general securities license.


                                       17
<PAGE>

      R. Scott MacPhee, age 43, is an Executive Vice President of the General
Partner and has as his primary responsibility the direct equity placement of the
Sponsored Entities. From 1993 through 1996 he was an executive officer of Boston
Financial. From 1985 to 1993 Mr. MacPhee worked at Winthrop Financial
Associates. Mr. MacPhee attended American International College. Mr. MacPhee
holds a NASD Series 7 general securities license and is a registered investment
adviser.

      Richard R. Norris, age 57, is an Executive Vice President of the General
Partner and has as his primary responsibility the direct equity placement of the
Sponsored Entities. From 1993 through 1996 he was an executive officer of Boston
Financial. From 1983 to 1993 Mr. Norris worked at Winthrop Financial Associates.
Prior to that, he worked at Arthur Young & Company (subsequently named Ernst &
Young through a merger). Mr. Norris is a graduate of Bowdoin College (B.A.) and
Northeastern University (M.S.). Mr. Norris holds a NASD Series 7 general
securities license and is a registered investment adviser.

      William W. Gribbell, age 41, is an Executive Vice President of the General
Partner and has as his primary responsibility the direct equity placement of the
Sponsored Entities. From 1993 through 1996 he was an executive officer of Boston
Financial. From 1989 to 1993 Mr. Gribbell worked at Winthrop Financial
Associates. Mr. Gribbell is a graduate of Boston University (B.A.). Mr. Gribbell
holds a NASD Series 7 general securities license and is a registered investment
adviser.

      Janet Prier Notopoulos, age 53, is a Vice President of the General
Partner, President of FSP Property Management LLC and has as her primary
responsibility the oversight of the management of the real estate assets of the
Partnership and its affiliates. Prior to joining Franklin Street Partners in
1997, Ms. Notopoulos was a real estate and marketing consultant for various
clients. From 1975 to 1983, she was Vice President of North Coast Properties,
Inc., a Boston real estate investment company. Between 1969 and 1973, she was a
real estate paralegal at Goodwin, Procter & Hoar. Ms. Notopoulos is a graduate
of Wellesley College (B.A.) and the Harvard School of Business Administration
(M.B.A).

      Each of the above persons other than Ms. Notopoulos began working for the
Partnership at its inception in 1997. Ms. Notopoulos was employed as a
consultant by the Partnership commencing in March 1997 and became a full-time
employee on January 1, 1998.


                                       18
<PAGE>

Item 6. Executive Compensation.

      The General Partner of the Partnership is entitled to receive 3.88% of all
cash distributions of the Partnership.

      The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years, awarded or accrued, to the Partnership's Chief
Executive Officer and the other four most highly compensated executive officers.

<TABLE>
<CAPTION>
                                                          Annual Compensation
                                             ---------------------------------------------
                                                                              Other              All
                                                Annual                        Annual            Other
Name and                                        Salary         Bonus     Compensation (1)  Compensation (2)
Principal Position                  Year          ($)           ($)             ($)              ($)
- -------------------------------  ----------  --------------------------------------------------------------
<S>                                 <C>         <C>           <C>             <C>            <C>
George J. Carter                    2000        120,000        40,746                        1,703,770(3)
President and CEO                   1999        120,000        80,000                            6,000(4)
                                    1998        120,000        30,000

Richard R. Norris                   2000                        5,453         1,545,750        233,190(5)
Executive VP                        1999                                        849,330          6,000(4)
                                    1998                                        643,240

R. Scott MacPhee                    2000                        4,329           981,338        186,360(6)
Executive VP                        1999                                        849,533          6,000(4)
                                    1998                                        643,240

William W. Gribbell                 2000                        2,176           701,358         96,680(7)
Executive VP                        1999                                        404,822          6,000(4)
                                    1998                                        342,287

Barbara J. Corinha                  2000         60,000       161,200                           56,000(8)
Chief Operating Officer             1999         50,000       125,000                            6,000(4)
                                    1998         45,000       105,000
</TABLE>

(1)   Consists of brokerage commissions paid by FSP Investments in respect of
      the sale of securities by Sponsored Entities.

(2)   All executive officers were issued Units, valued at $10 per Unit, in April
      2000 as part of their annual compensation. The valuation of $10 per Unit
      was determined in good faith by the General Partner. The value of $10 had
      been ascribed to each Unit in connection with the mergers that were
      effective January 1, 2000, and no material changes in the financial
      condition or results of the Partnership had occurred between that date and
      April 1, 2000.

(3)   Includes $1,697,770 in Units and a $6,000 Partnership Contribution to a
      Simple IRA.

(4)   Represents Partnership contributions to Simple IRA plan.

(5)   Includes $227,190 in Units and a $6,000 Partnership Contribution to a
      Simple IRA.

(6)   Includes $180,360 in Units and a $6,000 Partnership Contribution to a
      Simple IRA.

(7)   Includes $90,680 in Units and a $6,000 Partnership Contribution to a
      Simple IRA.

(8)   Includes $50,000 in Units and a $6,000 Partnership Contribution to a
      Simple IRA.

Item 7. Certain Relationships and Related Transactions.

      Messrs. Carter, MacPhee, Norris and Gribbell and Mses. Corinha and
Notopoulos, each of whom is an executive officer of the Partnership, are
executive officers and, except for Ms. Notopoulos, directors of each of the
Sponsored REITs. Messrs. Carter, MacPhee, Norris and Gribbell serve as executive
officers of the general partner of the Sponsored Partnerships. None of such
persons received any remuneration from the Sponsored Entities for such service.

      FSP Investments has provided syndication and real estate acquisition
advisory services for the Sponsored REITs in 2000 and Sponsored Partnerships
prior to 2000. Transactions with merged Sponsored Partnerships have been
eliminated in the Partnership's consolidated financial statements. Fees from
non-consolidated related entities for property acquisition services amounted to
approximately $1,581,000, $348,000 and $0 for the years ended December 31, 2000,
1999 and 1998, respectively. Sales commissions earned for the sale of Sponsored
REIT preferred shares in 2000 and partnership units in one Sponsored Partnership
in 1999 amounted to approximately $4,036,000, $443,000 and $0 for the years
ended December 31,


                                       19
<PAGE>

2000, 1999 and 1998 respectively.

      The Partnership has also provided interim financing for the purchase of
certain Sponsored REIT properties prior to completion of the Sponsored REITs
private equity offerings. Financing commitment fees earned by the Partnership
from the Sponsored REITs totaled approximately $1,952,000 for the year ended
December 31, 2000. Interest income charged to the Sponsored REITs amounted to
approximately $497,000 for the year ended December 31, 2000. The Partnership
received no interim financing fees or interest in 1999 or 1998.

      Management fees charged to the merged Sponsored Partnerships have been
eliminated in the Partnership's consolidated financial statements. Total
property management fee income from non-consolidated entities amounted to
approximately $112,000, $16,000 and $0 for the years ended December 31, 2000,
1999 and 1998 respectively. Property management fees range from 1% to 5% of
collected rents.

      Aggregate fees charged to the Sponsored Entities, which were eliminated in
the Partnership's consolidated financial statements, amounted to approximately
$6,176,000, $8,113,000 and $2,886,000 for the years ended December 31, 2000,
1999 and 1998, respectively.

      At December 31, 2000, the Partnership had an interim financing note
receivable due from a Sponsored REIT. The note earned interest at 9.5% and was
paid in full upon closing of the Sponsored REIT's private equity offering in
February 2001.

      The Partnership was organized in January 1997 by Messrs. Carter, MacPhee,
Norris and Gribbell. In connection with the initial equity funding of the
Partnership, they received general partnership interests in the Partnership that
were entitled in the aggregate to 50% of the Partnership's cash distributions,
profits and losses. Such interest is currently held through their membership
interests in the General Partner and aggregates less than 4%.

      The Partnership pays no fees or other compensation to the General Partner.

Item 8. Legal Proceedings.

      There are no material legal proceedings to which the Partnership is a
party. The Partnership from time to time may be involved in suits relating to
the real properties it owns for liability for slips and falls, damage to
automobiles in parking garages, minor theft or similar matters. Most of these
suits are covered by insurance. In addition, in the ordinary course of business,
the Partnership may become involved in litigation to collect rents or other
income due to it from tenants.

Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.

      There is no established public trading market for the Partnership's Units
of limited partnership interest.

      As of December 31, 2000, there were 743 holders of record of Units limited
partnership interest in the Partnership. This computation is based upon the
number of record holders reflected in our corporate records.

      Set forth below are the distributions per Unit that the Partnership has
made in respect of each quarter in the last two fiscal years.

                                       Amount Per Limited and
               Quarter Ended            General Partner Unit
             -------------------      -------------------------
                  3/31/99                      $0.20
                  6/30/99                      $0.21
                  9/30/99                      $0.22
                  12/31/99                     $0.23
                  3/31/00                      $0.24
                  6/30/00                      $0.25
                  9/30/00                      $0.26
                  12/31/00                     $0.27
                  3/31/01                      $0.28


                                       20
<PAGE>

Item 10. Recent Sales of Unregistered Securities.

      On April 1, 2000, the Partnership issued 230,000 Units of limited
partnership interest as compensation to its executive officers pursuant to an
exemption from registration under Section 4(2) of the Securities Act. Effective
October 1, 2000, the Partnership acquired six Sponsored Entities through merger.
In connection with these mergers, the Partnership issued 7,204,716 Units of
limited partnership interest to the limited partners of those Sponsored
Entities. Effective January 1, 2000, the Partnership acquired three Sponsored
Entities though merger. In connection with these mergers, the Partnership issued
4,999,972 Units of limited partnership interest to the limited partners of those
Sponsored Entities. Effective January 1, 1999, the Partnership acquired eight
Sponsored Entities through mergers. In connection with these mergers, the
Partnership issued 11,999,907 Units of limited partnership interest to the
limited partners of those Sponsored Entities. The Partnership issued the Units
in each of these mergers pursuant to exemptions from registration under Rule 506
of Regulation D and Section 4(2) of the Securities Act. The Partnership bases
its belief that such transactions had the benefit of these exemptions on the
fact that no general solicitation was conducted and on information furnished in
investor questionnaires, and representations made, by the limited partners of
each acquired Sponsored Entity as to their status as accredited investors.

Item 11. Description of Registrant's Securities to be Registered.

      Distributions of cash from the Partnership, if any, will be made within 90
days following the end of each fiscal quarter on the basis of the number of
Units in the Partnership held by each partner. As of December 31, 2000, the
holders of Units of limited partnership interest in the Partnership were
entitled in the aggregate to receive 96.12% of cash distributions. The net
proceeds available for distribution upon liquidation of the Partnership will be
distributed, after adjusting the partners' capital accounts to reflect any gain
or loss in connection with the event, to and among the partners having positive
balances in their respective capital accounts, in the proportions that such
positive capital accounts bear to each other.

      Net profits and losses will generally be allocated on the basis of the
number of Units owned by each partner. Net profits from sale or other
disposition of all or any portion of the Partnership's property or upon
liquidation of the Partnership will be allocated, first, to partners having
negative capital account balances in proportion to and to the extent of such
balances and, second, to the partners in such proportions and 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 fair market value of the
Partnership's assets reduced by the amount of all of the Partnership's
liabilities (the "Partnership Capital") determined by calculating the amount
such partner would receive if the Partnership Capital were distributed to the
partners based on the number of units of partnership interest owned by each of
them. Net losses from sale or other disposition of all or any portion of the
Partnership's property or upon liquidation of the Partnership will be allocated,
first, to partners with positive capital account balances in the respective
amounts of such balances (except 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 will 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 by
calculating the amount such partner would receive if the Partnership Capital
were distributed to the partners based on the number of units of partnership
interest owned by each of them) and, second, pro rata to the partners in
accordance with the number of units of partnership interest held by each of
them. The Partnership Agreement also contains a number of special allocation
provisions, including provisions relating to the allocation of deductions
attributable to any nonrecourse indebtedness the Partnership may incur. The
Partnership Agreement contains no restrictions on the Partnership's ability to
incur indebtedness except that no such indebtedness may provide for the personal
liability of any limited partner.

      The General Partner has the exclusive right to manage the business of the
Partnership. The holders of Units of limited partnership interest have no right
to take part in management, do not have any voice in the operations of the
Partnership and have no right to remove the General Partner or approve the
admission of a new General Partner. Each holder of Units of limited partnership
interest:

      o     shares in accordance with the Partnership Agreement in all charges,
            credits and distributions;

      o     has access to books and records at all reasonable times and on
            reasonable notice at the office of the Partnership;

      o     has a right to receive from the General Partner income tax
            information; and

      o     has the right to vote on certain proposed amendments to the
            Partnership Agreement.

      The General Partner and a majority in interest of the holders of Units of
limited partnership interest may, subject to the various limitations set forth
in Sections 4.11 and 8.04 of the Partnership Agreement, at any time amend the
Partnership Agreement. The General Partner may also send notice in writing of
any proposed amendment to the holders of Units of limited partnership interest
not less than 30 days prior to the proposed effective date of such amendment. If
the holders of Units of limited partnership interest then owning 20% or more of
all of the Units of limited partnership interest give notice in


                                       21
<PAGE>

writing to the General Partner prior to such proposed effective date stating
that they object to such proposed amendment, then such proposed amendment may
not be adopted without the vote or written consent of the holders of a majority
of the Units of limited partnership interest. If such notice is not given by the
requisite percentage, such proposed amendment will become effective without any
further act on the part of the holders of Units of limited partnership interest.

      The General Partner, without the consent or approval of the holders of
Units of limited partnership interest, may make certain amendments to the
Partnership Agreement or to add to its duties or surrender any of its rights or
powers, or to cure ambiguities or inconsistencies in the Partnership Agreement.

      In addition, the General Partner, without the consent or approval of the
holders of Limited Partnership interest, may amend appropriate provisions of the
Partnership Agreement if the Partnership is advised at any time by its legal
counsel that the allocations of profits and loses provided in the Partnership
Agreement are unlikely to be respected for federal income tax purposes, either
because of the promulgation and adoption of regulations under Section 704 of the
Internal Revenue Code or other developments in applicable law. In making any
such amendment, the General Partner is required to use its best efforts to
effect as little change in the economic tax arrangement among the partners as it
shall determine in its sole discretion to be necessary to provide for
allocations of profits and losses which it believes will be respected for
federal income tax purposes.

      Finally, the General Partner may, without the consent or approval of the
holders of Units of limited partnership interest, amend the Partnership
Agreement from time to time, including amending and restating it, in any manner
as the General Partner, in its sole discretion, deems necessary or appropriate
in connection with establishing, or taking steps to establish, a public market
for the Units of limited partnership interest in the Partnership; provided,
however, that no such amendment may:

      o     increase the amount of capital contributions required to be made by
            any holder of Units of limited partnership interest;

      o     increase the liability for any holder of Units of limited
            partnership interest; or

      o     affect the method of allocation of cash distributions among holders
            of Units of limited partnership interest.

      Until such time as the Units of limited partnership interest are listed
for trading on a national stock exchange, transferability of the Units is
limited and is subject to the prior written approval of the General Partner
(except in the case of assignments occurring pursuant to the death, incompetency
or dissolution of a limited partner), the granting or denying of which is in the
General Partner's absolute discretion. In addition, no transfer or assignment of
a Unit of limited partnership interest may be made if counsel for the
Partnership shall be of the opinion that such transfer or assignment may not be
effected without registration under the Securities Act or would result in a
violation of applicable state securities laws. Any assignment must be executed
by the assignor and assignee on a form satisfactory to the General Partner and
its terms must not contravene those set forth in the Partnership Agreement. The
assignee of any Unit of limited partnership interest has certain rights of
ownership, including the right to receive dividends, but may become a substitute
limited partner only upon meeting certain conditions, including the execution of
an agreement to be bound by the Partnership Agreement and a power of attorney
authorizing the General Partner to act in his or her behalf in connection with
certain affairs of the Partnership. An assignee who does not become a substitute
limited partner will have none of the rights and powers of a limited partner
under the Partnership Agreement and applicable state law.

      The Partnership Agreement provides that on an annual basis the Partnership
will use its best efforts to repurchase any Units of limited partnership
interest in the Partnership from holders desiring to sell them. Any holder of
Units of limited partnership interest wishing to take advantage of this
opportunity must so request no later than July 1 of any year for a purchase
which would be effective the following January 1. The purchase price paid by the
Partnership will be 90% of the fair market value of the Units purchased, as
determined by the General Partner.

Item 12. Indemnification of Directors and Officers

      Under Massachusetts partnership law, the General Partner of the
Partnership will be accountable to the Partnership as a fiduciary and must
exercise good faith and integrity in handling the Partnership's affairs. The
Partnership's Partnership Agreement provides that the General Partner will not
be liable to the Partnership or any of its limited partners for any act or
omission performed in good faith in a manner reasonably believed by it to be
within the scope of authority granted to it by the Partnership Agreement and in
the best interests of the Partnership, provided that the General Partner shall
not have been guilty of gross negligence or willful misconduct with respect to
such act or omission. As a result, limited partners might have a more limited
right of action in certain circumstances than they would have in the absence of
such a provision in the Partnership Agreement.


                                       22
<PAGE>

      The Partnership Agreement also provides that the General Partner and its
affiliates performing services on behalf of the Partnership are indemnified to
the fullest extent permitted by law from losses, costs and expenses (including
attorneys' fees) incurred by them by reason of being a General Partner or having
served at the request of the Partnership as a director, officer or trustee of
another entity. Any claim for indemnification under the Partnership Agreement
will be satisfied only out of the assets of the Partnership and no limited
partner will have any personal liability to satisfy an indemnification claim
made against the Partnership.

      Notwithstanding the foregoing, the above-mentioned persons will not be
indemnified by the Partnership from loss incurred by such person in connection
with matters as to which such person shall have been finally adjudicated in any
action, suit or proceeding not to have acted in good faith in the reasonable
belief that his, her or its action was in or not inconsistent with the best
interests of the Partnership.

      The Partnership may also advance funds to a person indemnified under the
Partnership Agreement for legal expenses and other costs incurred as a result of
legal action brought against such person if such person undertakes to repay the
advanced funds to the Partnership if it is subsequently determined that such
person is not entitled to indemnification pursuant to the terms of the
Partnership Agreement. The General Partner may cause the Partnership to purchase
and maintain, at the Partnership's expense, insurance on behalf of the General
Partner or its agents which will insure them against any liability asserted
against all or any of them in any such capacity or arising out of their status
as such.

Item 13. Financial Statements and Supplementary Data.

      See attached financial statements beginning on page F-1.

Item 14. Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

      See Report on Form 8-K filed October 11, 2001 reporting on Item 4,
"Changes in Certifying Accountant"

Item 15. Financial Statements and Exhibits

      (a)   Financial Statements

      See Index to Financial Statements and Schedules on page F-1.

      (b)   Exhibits

            3.1   Certificate of Limited Partnership

            3.2   Amendment to Certificate of Limited Partnership

            4.1   Third Amended and Restated Limited Partnership Agreement,
                  dated as of January 1, 2000

            4.2   First Amendment, dated as of January 1, 2000, to Third Amended
                  and Restated Limited Partnership Agreement, dated as of
                  January 1, 2000

            4.3   Second Amendment, dated as of June 26, 2000, to Third Amended
                  and Restated Limited Partnership Agreement, dated as of
                  January 1, 2000

            21    Subsidiaries of the Registrant


                                       23
<PAGE>

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 4 to Form 10 to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 17, 2001                  FRANKLIN STREET PARTNERS LIMITED
                                         PARTNERSHIP

                                         By: FSP General Partner LLC,
                                             its General Partner

                                         By: /s/ George J. Carter
                                             -----------------------------
                                             Managing Member and President


                                       24
<PAGE>

                                                        Franklin Street Partners

                                            Limited Partnership and Subsidiaries

                          Index to Financial Statements

Reports of independent certified public accountants                    F-2 - F-9

Consolidated financial statements:

      Balance sheets as of December 31, 2000 and 1999 and            F-10 - F-11
         March 31, 2001 (unaudited)

      Statements of operations for the years ended                          F-12
         December 31, 2000, 1999 and 1998 and for the three months
         ended March 31, 2001 and 2000 (unaudited)

      Statements of partners' capital for the years ended                   F-13
         December 31, 2000, 1999 and 1998 and for the three months
         ended March 31, 2001 (unaudited)

      Statements of cash flows for the years ended                          F-14
         December 31, 2000, 1999 and 1998 and for the three months
         ended March 31, 2001 and 2000 (unaudited)

      Notes to consolidated financial statements                     F-15 - F-28


                                      F-1
<PAGE>

                              Report of Independent Certified Public Accountants

To the Partners of
Franklin Street Partners Limited Partnership
Wakefield, Massachusetts

We have audited the accompanying consolidated balance sheets of Franklin Street
Partners Limited Partnership and subsidiaries as of December 31, 2000 and 1999,
and the related consolidated statements of operations, partners' capital and
cash flows for each of the three years in the period ended December 31, 2000.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
certain real estate partnerships, which statements reflect total assets of
$85,859,000 as of December 31, 1999 and total revenues of $4,794,000 and
$490,000 for the years ended December 31, 1999 and 1998, respectively. Those
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the amounts included for such real
estate partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
the other auditors for 1999 and 1998 provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors for
1999 and 1998, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Franklin Street
Partners Limited Partnership and subsidiaries at December 31, 2000 and 1999, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 4 to the consolidated financial statements, the Partnership
has restated its previously reported consolidated financial statements for the
years ended December 31, 2000, 1999 and 1998 to reflect adjustments related to a
change in the accounting treatment for a series of merger transactions.

                                                                BDO Seidman, LLP

Boston, Massachusetts
February 27, 2001, except Note 6
which is as of April 9, 2001 and Note 4
which is as of December 13, 2001


                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Austin N.W. Limited Partnership
(a Massachusetts Limited Partnership)
Wakefield, Massachusetts

      We have audited the accompanying balance sheet of FSP Austin N.W. Limited
Partnership (A Massachusetts Limited Partnership), as of December 31, 1999, and
the related statements of operations, changes in partners' equity and cash flows
for the period October 13, 1999 (date of inception) to December 31, 1999. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FSP Austin N.W. Limited
Partnership (a Massachusetts Limited Partnership) as of December 31, 1999, and
the results of its operations, and its cash flows for the period October 13,
1999 (date of inception) to December 31, 1999, in conformity with generally
accepted accounting principles.

Roy & Stevens, P.C.
Boston, Massachusetts
January 28, 2000


                                      F-3
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Blue Ravine Limited Partnership
(a Massachusetts Limited Partnership)
Wakefield, Massachusetts

      We have audited the accompanying balance sheet of FSP Blue Ravine Limited
Partnership (A Massachusetts Limited Partnership), as of December 31, 1999, and
the related statements of operations, changes in partners' equity and cash flows
for the period August 13, 1999 (date of inception) to December 31, 1999. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FSP Blue Ravine Limited
Partnership (a Massachusetts Limited Partnership) as of December 31, 1999, and
the results of its operations, and its cash flows for the period August 13, 1999
(date of inception) to December 31, 1999, in conformity with generally accepted
accounting principles.

Roy & Stevens, P.C.
Boston, Massachusetts
January 28, 2000


                                      F-4
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Bollman Place Limited Partnership
(a Massachusetts Limited Partnership)
Wakefield, Massachusetts

      We have audited the accompanying balance sheet of FSP Bollman Place
Limited Partnership (A Massachusetts Limited Partnership), as of December 31,
1999, and the related statements of operations, changes in partners' equity and
cash flows for the period September 28, 1999 (date of inception) to December 31,
1999. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FSP Bollman Place Limited
Partnership (a Massachusetts Limited Partnership) as of December 31, 1999, and
the results of its operations, and its cash flows for the period September 28,
1999 (date of inception) to December 31, 1999, in conformity with generally
accepted accounting principles.

Roy & Stevens, P.C.
Boston, Massachusetts
January 28, 2000


                                      F-5
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Hillview Center Limited Partnership
(a Massachusetts Limited Partnership)
Wakefield, Massachusetts

      We have audited the accompanying balance sheet of FSP Hillview Center
Limited Partnership (A Massachusetts Limited Partnership), as of December 31,
1999, and the related statements of operations, changes in partners' equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FSP Hillview Center Limited
Partnership (a Massachusetts Limited Partnership) as of December 31, 1999, and
the results of its operations and cash flows for the year ended December 31,
1999, in conformity with generally accepted accounting principles.

Roy & Stevens, P.C.
Boston, Massachusetts
February 15, 2000


                                      F-6
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Telecom Business Center Limited Partnership
(a Massachusetts Limited Partnership)
Wakefield, Massachusetts

      We have audited the accompanying balance sheet of FSP Telecom Business
Center Limited Partnership (A Massachusetts Limited Partnership), as of December
31, 1999, and the related statements of operations, changes in partners' equity
and cash flow for the period February 1, 1999 (date of inception) to December
31, 1999. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FSP Telecom Business Limited
Partnership (a Massachusetts Limited Partnership) as of December 31, 1999, and
the results of its operations, and its cash flows for the period February 1,
1999 (date of inception) to December 31, 1999, in conformity with generally
accepted accounting principles.

Roy & Stevens, P.C.
Boston, Massachusetts
January 28, 2000


                                      F-7
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Silverside Plantation Limited Partnership

      We have audited the accompanying balance sheet of FSP SILVERSIDE
PLANTATION LIMITED PARTNERSHIP as of December 31, 1999 and the related
statements of income, changes in partners' equity, and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FSP SILVERSIDE PLANTATION
LIMITED PARTNERSHIP as of December 31, 1999 and the results of its operations,
changes in partners' equity, and cash flows for the year then ended in
conformity with generally accepted accounting principles.

Habif, Arogeti & Wynne, LLP
Atlanta, Georgia
January 24, 2000


                                      F-8
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Silverside Plantation Limited Partnership

      We have audited the accompanying balance sheet of FSP SILVERSIDE
PLANTATION LIMITED PARTNERSHIP as of December 31, 1998 and the related
statements of income, changes in partners' equity, and cash flows for the period
October 16, 1998 [Date of Inception] to December 31, 1998. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FSP SILVERSIDE PLANTATION
LMITED PARTNERSHIP as of December 31, 1998 and the results of its operations,
changes in partners' equity, and cash flows for the period October 16, 1998
[Date of Inception] to December 31, 1998 in conformity with generally accepted
accounting principles.

Habif, Arogeti & Wynne, LLP
Atlanta, Georgia
January 15, 1999


                                      F-9
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                                     Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                              December 31,
                                                       ---------------------------  March 31,
                                                           2000          1999         2001
================================================================================================
                                                                                   (Unaudited)
<S>                                                      <C>           <C>           <C>
Assets (in thousands):

Real estate investments, at cost (Notes 4 and 5):
     Land                                                $ 39,994      $ 37,678      $ 39,995
     Buildings and improvements                           152,999       139,720       153,020
     Fixtures and equipment                                   995           896           995
- ------------------------------------------------------------------------------------------------

                                                          193,988       178,294       194,010

     Less accumulated depreciation                         12,917         8,526        13,993
- ------------------------------------------------------------------------------------------------

       Real estate investments, net                       181,071       169,768       180,017

Cash and cash equivalents                                  13,718        18,519        18,019
Restricted cash                                               499           489           509
Marketable securities                                       5,322            --         2,952
Due from related parties (Note 6)                          16,734            --            19
Tenant rent receivables                                     1,238           573         1,006
Prepaid expenses                                              535           624           762
Office computers and furniture, net of accumulated
   depreciation of $142,000, $72,000 and $153,000             303           239           347
Deposits and other assets                                     503           274           483
- ------------------------------------------------------------------------------------------------

       Total assets                                      $219,923      $190,486      $204,114
================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-10
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                                     Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                       December 31,
                                                                  ------------------------   March 31,
                                                                      2000       1999          2001
=======================================================================================================
                                                                                            (Unaudited)
<S>                                                                 <C>        <C>            <C>
Liabilities and Partners' Capital (in thousands):

Liabilities:
     Bank note payable (Note 7)                                     $ 16,500   $ 23,522       $     --
     Accounts payable and accrued expenses                             2,281      4,810          3,523
     Tenant security deposits                                            499        489            509
- -------------------------------------------------------------------------------------------------------

       Total liabilities                                              19,280     28,821          4,032
- -------------------------------------------------------------------------------------------------------

Minority interests in consolidated entities                               63     78,090             67
- -------------------------------------------------------------------------------------------------------

Commitments and contingencies (Notes 6, 7, 8 and 10)

Partners' capital (deficit) (Notes 4, 8 and 9):
     Limited partners, 23,486,096, 11,051,408 and 23,488,618
       units issued and outstanding                                  204,067     86,507        203,525
     General partner, 948,499 units issued and outstanding            (3,487)    (2,932)        (3,510)
- -------------------------------------------------------------------------------------------------------

       Total partners' capital                                       200,580     83,575        200,015
- -------------------------------------------------------------------------------------------------------

       Total liabilities and partners' capital                      $219,923   $190,486       $204,114
=======================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-11
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                           Consolidated Statements of Operations
                                                                 (Notes 3 and 4)

<TABLE>
<CAPTION>
                                                                                                                 For the
                                                                                                              Three Months
                                                                        For the Years Ended                       Ended
                                                                            December 31,                        March 31,
                                                                  ----------------------------------   ---------------------------
                                                                    2000        1999         1998          2001           2000
==================================================================================================================================
(in thousands, except per partnership unit amounts)                                                    (Unaudited)     (Unaudited)
<S>                                                                <C>         <C>          <C>           <C>            <C>
Revenues (Note 6):
     Rental income (Note 10)                                       $25,434     $16,315      $10,859       $ 6,488        $ 6,198
     Investment services income                                      7,574         789           --         5,753             --
     Interest and other income                                       1,785         944          696           546            206
- ----------------------------------------------------------------------------------------------------------------------------------

       Total revenues                                               34,793      18,048       11,555        12,787          6,404
- ----------------------------------------------------------------------------------------------------------------------------------

Expenses (Note 6):
     Selling, general and administrative (Notes 8 and 10)            8,795       5,223        2,575         3,177          2,589
     Other real estate operating expenses                            6,489       4,429        3,012         1,411          1,415
     Depreciation and amortization (Note 5)                          4,613       3,231        2,104         1,273          1,081
     Real estate taxes and insurance                                 2,473       1,448        1,101           718            694
     Interest expense                                                  860         299           26           185            387
- ----------------------------------------------------------------------------------------------------------------------------------

       Total expenses                                               23,230      14,630        8,818         6,764          6,166
- ----------------------------------------------------------------------------------------------------------------------------------

Income before minority interests                                    11,563       3,418        2,737         6,023            238

Income applicable to minority interests                              2,649       2,279        4,412            21            412
- ----------------------------------------------------------------------------------------------------------------------------------

Net income (loss)                                                  $ 8,914     $ 1,139      $(1,675)      $ 6,002        $  (174)
==================================================================================================================================

Allocation of net income (loss) to:
     Limited Partners                                              $ 8,568     $ 1,049      $  (839)      $ 5,769        $  (164)
     General Partner                                                   346          90         (836)          233            (10)
- ----------------------------------------------------------------------------------------------------------------------------------

                                                                   $ 8,914     $ 1,139      $(1,675)      $ 6,002        $  (174)
==================================================================================================================================

Basic and diluted net income (loss) per limited and
   general partnership unit                                         $  .40      $  .09     $   (.88)       $  .25          $(.01)
==================================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-12
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                     Consolidated Statements of Partners Capital

<TABLE>
<CAPTION>
                                                                                                                Total Partners
For the years ended December 31, 2000,                Limited Partners             General Partner                  Capital
1999 and 1998 and for the three months ended    ---------------------------    -----------------------    --------------------------
March 31, 2001 (unaudited)                          Units         Amount           Units       Amount        Units          Amount
====================================================================================================================================
(in thousands, except units)
<S>                                               <C>            <C>              <C>         <C>          <C>            <C>
Balance, December 31, 1997                           952,301     $  8,014         948,499     $   160       1,900,800     $  8,174
     Net loss                                             --         (839)             --        (836)             --       (1,675)
     Distributions                                        --         (751)             --        (749)             --       (1,500)
- ------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1998                           952,301        6,425         948,499      (1,426)      1,900,800        4,999
     Units issued in January 1, 1999 merger
       transaction (Note 4)                       10,099,107       88,413              --          --      10,099,107       88,413
     Net income                                           --        1,049              --          90              --        1,139
     Distributions                                        --       (9,380)             --      (1,596)             --      (10,976)
- ------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1999                        11,051,408       86,507         948,499      (2,932)     11,999,907       83,575
     Units issued in January 1, 2000 merger
       transaction (Note 4)                        4,999,972       45,269              --          --       4,999,972       45,269
     Units issued in October 1, 2000 merger
       transaction (Note 4)                        7,204,716       77,080              --          --       7,204,716       77,080
     Units issued for compensation (Note 8)          230,000        2,300              --          --         230,000        2,300
     Net income                                           --        8,568              --         346              --        8,914
     Distributions                                        --      (15,628)             --        (930)             --      (16,558)
- ------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000                        23,486,096      204,067         948,499      (3,487)     24,434,595      200,580
     Net income                                           --        5,769              --         233              --        6,002
     Distributions                                        --       (6,340)             --        (256)             --       (6,596)
     Units issued for compensation (Note 8)            2,522           29              --          --           2,522           29
- ------------------------------------------------------------------------------------------------------------------------------------

Balance, March 31, 2001 (Unaudited)               23,488,618     $203,525         948,499     $(3,510)     24,437,117     $200,015
====================================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-13
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                           Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                                 For the
                                                                                                               Three Months
                                                                         For the Years Ended                      Ended
                                                                             December 31,                        March 31,
                                                                  ----------------------------------   ---------------------------
                                                                      2000       1999       1998             2001         2000
==================================================================================================================================
(in thousands)                                                                                           (Unaudited)  (Unaudited)
<S>                                                                 <C>        <C>        <C>              <C>          <C>
Cash flows from operating activities:
   Net income (loss)                                                $  8,914   $  1,139   $ (1,675)        $  6,002     $  (174)
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                   4,613      3,231      2,104            1,273       1,081
       Partnership units issued for compensation                       2,300         --         --               29          --
       Gain on sale of land                                             (149)        --         --               --          --
       Minority interests                                              2,649      2,279      4,412               21         412
       Changes in operating assets and liabilities:
         Restricted cash                                                 (10)      (406)       104              (10)          3
         Prepaid expenses and other                                     (364)      (566)      (590)            (227)        114
         Tenant rent receivables                                        (665)      (389)      (101)             232         (15)
         Due from related parties                                       (234)        --         --              215          --
         Deposits and other assets                                      (381)       306        110             (166)        113
         Accounts payable and accrued expenses                        (2,529)     3,635       (401)           1,242        (876)
         Tenant security deposits                                         10        406       (104)              10          (3)
- ----------------------------------------------------------------------------------------------------------------------------------

            Net cash provided by operating activities                 14,154      9,635      3,859            8,621         655
- ----------------------------------------------------------------------------------------------------------------------------------

Cash flow from investing activities:
   Loan to related party                                             (16,500)        --         --           16,500          --
   Purchase of property and equipment                                 (9,952)   (77,255)   (28,980)             (76)        (28)
   Proceeds received on sale of land                                   1,076         --         --               --          --
   Change in marketable securities                                    (5,322)        --         --            2,370          --
- ----------------------------------------------------------------------------------------------------------------------------------

            Net cash provided by (used for) investing activities     (30,698)   (77,255)   (28,980)          18,794         (28)
- ----------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Cash distributions to partners                                    (16,558)   (10,976)    (1,500)          (6,596)     (2,760)
   Cash distributions to minority interest holders                    (4,506)    (2,375)    (5,856)             (18)       (788)
   Borrowings under line of credit                                    16,500     23,522         --               --          --
   Repayments of line of credit                                      (23,522)        --         --          (16,500)     (7,857)
   Capital contributions from minority interest holders               39,829     63,316     34,752               --       9,120
- ----------------------------------------------------------------------------------------------------------------------------------

            Net cash provided by (used for) financing activities      11,743     73,487     27,396          (23,114)     (2,285)
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                  (4,801)     5,867      2,275            4,301      (1,658)

Cash and cash equivalents, beginning of period                        18,519     12,652     10,377           13,718      18,519
- ----------------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                            $ 13,718   $ 18,519   $ 12,652         $ 18,019     $16,861
==================================================================================================================================

Supplemental disclosure of cash flow information:
  Cash paid for:
     Interest                                                       $    860   $    299   $     26         $    185     $   387
     Income taxes                                                   $     --   $     --   $     --         $     --     $    --
</TABLE>

   Non-cash investing and financing activities:
     In connection with the merger transactions described in Note 4, the
     Partnership issued limited partnership units in exchange for the limited
     partner minority interests in Sponsored Partnerships resulting in a
     non-cash fair value step-up in the Partnership's real estate properties
     totaling approximately $6,581,000 and $14,390,000 during the year ended
     December 31, 2000 and 1999, respectively.

          See accompanying notes to consolidated financial statements.


                                      F-14
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

1. Organization            Franklin Street Partners Limited Partnership (the
                           "Partnership") was formed as a Massachusetts limited
                           partnership on February 4, 1997. The Partnership owns
                           a 99% interest in FSP Investments LLC ("FSP
                           Investments"), a 99% interest in FSP Property
                           Management LLC ("FSP Property Management") and 100%
                           of FSP Holdings LLC ("FSP Holdings"). The Partnership
                           also has a nominal interest in five corporations
                           organized to operate as Real Estate Investment Trusts
                           ("REITs"), which are accounted for on the equity
                           method (see Notes 2 and 6).

                           The Partnership operates in two business segments:
                           rental operations and investment services. FSP
                           Investments provides real estate investment and
                           broker/dealer services. FSP Investment's services
                           include: (i) the organization of REIT entities in
                           2000 and 2001 (the "Sponsored REITs") and limited
                           partnerships prior to 2000, (the "Sponsored
                           Partnerships"), which are syndicated through private
                           placements; (ii) the acquisition of real estate on
                           behalf of the sponsored entities; and (iii) the sale
                           of preferred stock in REITs or limited partnership
                           interests in the Sponsored Partnerships. FSP Property
                           Management provides property management services for
                           the sponsored entities.

                           During 1999 and 2000, a total of seventeen Sponsored
                           Partnerships were merged in to the Partnership (see
                           Note 4). Prior to the merger transactions, FSP
                           Holdings owned a 5% general partner interest in each
                           of the merged Sponsored Partnerships. Following the
                           consummation of the merger transactions, the
                           Partnership held 100% of the partnership interests in
                           each of the seventeen Sponsored Partnerships.

2. Significant of
   Accounting
   Policies

   Basis of Presentation   The accompanying consolidated financial statements
                           include the accounts of the Partnership, seventeen
                           Sponsored Partnerships and majority-owned
                           subsidiaries. All significant intercompany accounts
                           and transactions have been eliminated in
                           consolidation.

   Restatement             As discussed in Note 4, the Partnership has restated
                           its previously reported consolidated financial
                           statements for the years ended December 31, 2000,
                           1999 and 1998 to reflect certain adjustments related
                           to the Partnership's change in the accounting
                           treatment for a series of merger transactions.

   Unaudited Information   The accompanying consolidated financial statements
                           include the unaudited consolidated balance sheet as
                           of March 31, 2001 and the related consolidated
                           statements of operations and cash flows for the three
                           months ended March 31, 2001 and 2000. This unaudited
                           information has been prepared by the Partnership on
                           the same basis as the audited financial statements
                           and, in management's opinion, reflects all
                           adjustments (consisting only of normal recurring
                           accruals) necessary for a fair presentation of the
                           financial information, in accordance with generally
                           accepted accounting principles, for the periods
                           presented. Results for interim periods are not
                           necessarily indicative of the results to be expected
                           for the entire year.

   Business Segments       The Partnership follows Statement of Financial
                           Accounting Standards ("SFAS") No. 131 "Disclosures
                           about Segments of an Enterprise and Related
                           Information," which established standards for the way
                           that public business enterprises report information
                           about operating segments in annual financial
                           statements and requires that those enterprises report
                           selected information about operating segments in
                           interim financial reports issued to shareholders (see
                           Note 3).

   Minority Interests      Minority interests represents the 95% limited partner
                           interests in Sponsored Partnerships prior to the date
                           of merger (see Note 4) and the 1% interest in FSP
                           Investments and FSP Property Management, which is
                           held by an officer and member of the general partner
                           of the Partnership. Minority interests included in
                           the Partnership's results of operations represents
                           the minority interest holders' share of the income or
                           loss of the consolidated entities. The minority
                           interests in the Partnership's consolidated balance
                           sheets reflects the original investment made by the
                           minority interest holders in the consolidated
                           entities along with their proportional share of the
                           earnings or losses less cash distributions. Cash
                           distributions paid to minority interest holders were
                           approximately $4,506,000, $2,375,000 and $5,856,000
                           for the years ended December 31, 2000, 1999 and 1998,
                           respectively.


                                      F-15
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

2. Significant of
   Accounting
   Policies
   (Continued)

   Estimates and           The preparation of financial statements in conformity
   Assumptions             with generally accepted accounting principles
                           requires management to make estimates and assumptions
                           that affect the reported amounts of assets and
                           liabilities and disclosure of contingent assets and
                           liabilities at the date of the financial statements
                           and the reported amounts of revenues and expenses
                           during the reporting period. Actual results could
                           differ from those estimates.

   Reclassifications       Certain balances in the 1999 and 1998 financial
                           statements have been reclassified to conform to the
                           2000 presentation.

   Investments in REITs    Common stock investments in REITs are accounted for
                           using the equity method. Under the equity method of
                           accounting, the Partnership's cost is subsequently
                           adjusted by their share of the Sponsored REITs'
                           earnings, after deducting the REITs' preferred stock
                           dividends paid or accrued. Equity in the losses of
                           Sponsored REITs' are not recognized to the extent
                           that the investment balance would become negative.
                           Dividends are recognized as income after the
                           investment balance is reduced to zero.

                           There were no dividends received from the REITs for
                           the year ended December 31, 2000 or for the quarter
                           ended March 31, 2001.

   Real Estate             Real estate investments are carried at cost, net of
   Investments             and accumulated depreciation. Betterments, major
   Depreciation            renovations, and certain costs directly related to
                           the acquisition and improvement of real estate are
                           capitalized. Expenditures for maintenance and
                           repairs, including routine painting and carpeting,
                           are charged to operations as incurred. Depreciation
                           is computed using the straight line method over the
                           assets' estimated useful lives as follows:

                           Category                                        Years
                           -----------------------------------------------------
                           Buildings:
                                Residential                                   27
                                Commercial                                    39
                           Building and improvements                    15 to 39
                           Fixtures and equipment                         5 to 7

                           The Partnership evaluates its assets used in
                           operations by identifying indicators of impairment
                           and by comparing the sum of the estimated
                           undiscounted future cash flows for each asset to the
                           asset's carrying value. When indicators of impairment
                           are present and the sum of the undiscounted future
                           cash flows are less than the carrying value of such
                           asset, an impairment loss is recorded equal to the
                           difference between the assets current carrying value
                           and its value based on discounting its estimated
                           future cash flows. At March 31, 2001 and at December
                           31, 2000, 1999 and 1998, no such indicators of
                           impairment were identified.

   Cash and                The Partnership considers all highly liquid debt
   Cash Equivalents        instruments purchased with a maturity of three months
                           or less to be cash equivalents. Cash and cash
                           equivalents consists of the following (in thousands):

                                                                 December 31,
                                                             -------------------
                                                                2000      1999
                           =====================================================

                           Capital reserve funds held
                             in money market and cash
                             equivalent accounts              $ 3,464   $ 8,024
                           Money market accounts                3,826        --
                           Operating accounts                   6,428    10,495
                           =====================================================

                                                              $13,718   $18,519
                           =====================================================

                           Capital reserve funds are internally segregated by
                           the Partnership and have no external restrictions.


                                      F-16
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

2. Significant of
   Accounting
   Policies
   (Continued)

   Restricted Cash         Restricted cash consists of tenant security deposits.
                           Tenant security deposits are refunded when tenants
                           vacate provided that the tenant has not damaged the
                           property.

   Marketable              The Partnership accounts for investments in debt and
   Securities              equity securities under the provisions of SFAS No.
                           115, "Accounting for Certain Investments in Debt and
                           Equity Securities". The Partnership classifies its
                           debt and equity securities as available-for-sale
                           securities.

                           Investments in marketable securities mature as
                           follows (in thousands):

                                                                After
                                                                1 Year
                                                     Within    Through
                           December 31, 2000         1 Year    3 Years    Total
                           =====================================================

                           Government-backed
                             debt securities         $3,957      $ --    $3,957
                           Corporate bonds              968       397     1,365
                           -----------------------------------------------------

                                                     $4,925      $397    $5,322
                           =====================================================

                           The above securities are stated at cost, which
                           approximates their fair value at December 31, 2000.

   Financial Instruments   The Partnership estimates that the carrying value of
                           cash and cash equivalents, restricted cash,
                           marketable securities, amounts due from related
                           parties and the bank note payable approximate their
                           fair values based on their short-term maturity and
                           prevailing interest rates.

   Revenue Recognition     Commercial Properties -- The Partnership has retained
                           substantially all of the risks and benefits of
                           ownership of the Partnership's commercial properties
                           and accounts for its leases as operating leases.
                           Rental income from leases, which include scheduled
                           increases in rental rates during the lease term, is
                           recognized on a straight-line basis. The Partnership
                           does not have any percentage rent arrangements with
                           its commercial property tenants. Reimbursable common
                           area maintenance charges are included in rental
                           income in the period earned.

                           Residential Apartments -- Rental income from tenants
                           of residential apartment properties is recognized in
                           the period earned.

                           Investment Services Income -- The Partnership
                           recognizes property acquisition and syndication fees
                           in the period services are rendered, provided that
                           the fee is fixed and collection is probable. Interim
                           financing fees are recognized in the period earned.
                           Commission income from the sale of partnership units
                           in Sponsored Partnerships or preferred stock in
                           Sponsored REITs is recognized as earned, which
                           generally occurs upon closing.

   Income Taxes            No provision has been made for Federal or state
                           income taxes in the consolidated financial statements
                           of the Partnership. Partners are required to report
                           on their individual tax returns their allocable share
                           of income, gains, losses, deductions and credits of
                           the Partnership. The Partnership files its tax
                           returns on the accrual basis.

   Net Income (Loss) Per   The Partnership follows SFAS No. 128 "Earnings per
   Partnership Unit        Share", which specifies the computation, presentation
                           and disclosure requirements for the Partnership's net
                           income (loss) per partnership unit. Basic net income
                           (loss) per unit is computed by dividing net income
                           (loss) by the weighted average number of partnership
                           units outstanding during period. Diluted net income
                           (loss) per share reflects the potential dilution that
                           could occur if securities or other contracts to issue
                           units were exercised or converted into units. There
                           were no potential dilutive units outstanding at March
                           31, 2001 and 2000 or at December 31, 2000, 1999 and
                           1998.


                                      F-17
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

2. Significant of
   Accounting
   Policies
   (Continued)

   Net Income (Loss) Per   The denominator used for calculating basic and
   Partnership Unit        diluted net income (loss) per unit is as follows:
   (Continued)

<TABLE>
<CAPTION>
                                                                                 Three
                                         Years Ended                         Months Ended
                                         December 31,                          March 31,
                               ----------------------------------       -------------------------
                                     2000        1999        1998             2001          2000
=================================================================================================
                                                                              (Unaudited)
<S>                            <C>         <C>          <C>             <C>           <C>
Weighted average number
  of units outstanding:
     Limited partners          21,608,258  11,051,408     952,301       23,487,988    16,051,380
     General partner              948,499     948,499     948,499          948,499       948,499
- -------------------------------------------------------------------------------------------------
                               22,556,757  11,999,907   1,900,800       24,436,487    16,999,879
=================================================================================================
</TABLE>

                           The new partnership units exchanged for the existing
                           general partner and limited partners interests, in
                           connection with the January 1, 1999 merger
                           transactions described in Note 4, are treated as
                           outstanding for the year ended December 31, 1998.

   Recent Accounting       In June 1998, the Financial Accounting Standards
   Standards               Board ("FASB") issued SFAS No. 133, "Accounting for
                           Derivative Instruments and Hedging Activities." SFAS
                           No. 133 requires companies to recognize all
                           derivative contracts at their fair values, as either
                           assets or liabilities on the balance sheet. If
                           certain conditions are met, a derivative may be
                           specifically designated as a hedge, the objective of
                           which is to match the timing of gain or loss
                           recognition on the hedging derivative with the
                           recognition of (1) the changes in the fair value of
                           the hedged asset or liability that are attributable
                           to the hedged risk, or (2) the earnings effect of the
                           hedged forecasted transaction. For a derivative not
                           designated as a hedging instrument, the gain or loss
                           is recognized in income in the period of change. SFAS
                           No. 133, as amended by SFAS No. 137 and 138, is
                           effective for all fiscal quarters of fiscal years
                           beginning after June 15, 2000. Historically, the
                           Partnership has not entered into derivative contracts
                           either to hedge existing risks or for speculative
                           purposes. Accordingly, adoption of the new standard
                           did not affect the Partnership's financial
                           statements.

                           In March 2000, the FASB issued interpretation No. 44
                           ("FIN 44"), "Accounting for Certain Transactions
                           Involving Stock Compensation, an interpretation of
                           APB Opinion No. 25." FIN 44 clarifies the application
                           of APB No. 25 for (a) the definition of an employee
                           for purposes of applying APB No. 25, (b) the criteria
                           for determining whether a plan qualifies as a
                           noncompensatory plan, (c) the accounting consequences
                           of various modifications to the previously fixed
                           stock options or awards, and (d) the accounting for
                           an exchange of stock compensation awards in a
                           business combination. FIN 44 was effective July 1,
                           2000 but certain conclusions covered specific events
                           that occurred after either December 15, 1998 or
                           January 12, 2000. Adoption of FIN 44 did not have an
                           effect on the Partnership's financial statements. In
                           December 1999, the Securities and Exchange Commission
                           ("SEC") issued Staff Accounting Bulletin No. 101
                           which summarizes certain of the SEC staff's views in
                           applying generally accepted accounting principles to
                           revenue recognition in financial statements. The
                           Staff Accounting bulletin became effective in the
                           fourth quarter of 2000. The adoption of this guidance
                           did not have an impact on the Partnership's results
                           of operations or financial position, however, the
                           guidance may impact the way in which the Partnership
                           will account for future transactions.


                                      F-18
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

3. Business Segments       The Partnership operates in two business segments:
                           rental operations and investment services (including
                           real estate acquisition, financing and broker/dealer
                           services). Segment operating results are measured and
                           assessed based on a performance measure known as
                           Funds From Operations ("FFO"). FFO is defined as net
                           income (computed in accordance with generally
                           accepted accounting principles) plus depreciation and
                           amortization and other non-cash expenses. FFO is not
                           a measure of operating results or cash flows from
                           operating activities as measured by generally
                           accepted accounting principles, and is not
                           necessarily indicative of cash available to fund cash
                           needs and should not be considered an alternative to
                           cash flows as a measure of liquidity.

                           FFO by business segment are as follows (in
                           thousands):

<TABLE>
<CAPTION>
                                                                                                                         Per
                                                                                                                     Consolidated
                                                                Rental      Investment               Intercompany   Statements of
                                                              Operations     Services      Total     Eliminations     Operations
=================================================================================================================================
<S>                                                            <C>           <C>          <C>           <C>            <C>
For the three months ended March 31, 2001 (Unaudited):
     Total revenues                                            $  6,592      $ 6,299      $ 12,891      $  (104)       $ 12,787
     Total expenses                                              (4,645)      (2,288)       (6,933)         148          (6,785)
     Depreciation and amortization                                1,307           10         1,317          (44)          1,273
     Non-cash expenses                                               --           29            29           --              29
- --------------------------------------------------------------------------------------------------------------------------------

FFO                                                            $  3,254      $ 4,050      $  7,304      $    --        $  7,304
================================================================================================================================

For the three months ended March 31, 2000 (Unaudited):
     Total revenues                                            $  6,469      $ 1,838      $  8,307      $(1,903)       $  6,404
     Total expenses                                              (5,761)        (950)       (6,711)         641          (6,070)
     Depreciation and amortization                                1,107           10         1,117          (36)          1,081
- --------------------------------------------------------------------------------------------------------------------------------

FFO                                                            $  1,815      $   898      $  2,713      $(1,298)       $  1,415
================================================================================================================================

Year ended December 31, 2000:
     Total revenues                                            $ 26,817      $14,152      $ 40,969      $(6,176)       $ 34,793
     Total expenses                                             (14,332)      (9,854)      (24,186)       1,099         (23,087)
     Depreciation and amortization                                4,694           68         4,762         (149)          4,613
     Non-cash expenses                                               --        2,300         2,300           --           2,300
- --------------------------------------------------------------------------------------------------------------------------------

FFO                                                            $ 17,179      $ 6,666      $ 23,845      $(5,226)       $ 18,619
================================================================================================================================

Year ended December 31, 1999:
     Total revenues                                            $ 17,204      $ 9,143      $ 26,347      $(8,299)       $ 18,048
     Total expenses                                              (9,945)      (5,315)      (15,260)         667         (14,593)
     Depreciation and amortization                                3,299           41         3,340         (109)          3,231
- --------------------------------------------------------------------------------------------------------------------------------

FFO                                                            $ 10,558      $ 3,869      $ 14,427      $(7,741)       $  6,686
================================================================================================================================

Year ended December 31, 1998:
     Total revenues                                            $ 11,560      $ 6,208      $ 17,768      $(6,213)       $ 11,555
     Total expenses                                              (6,979)      (2,802)       (9,781)         203          (9,578)
     Depreciation and amortization                                2,136           33         2,169          (65)          2,104
- --------------------------------------------------------------------------------------------------------------------------------

FFO                                                            $  6,717      $ 3,439      $ 10,156      $(6,075)       $  4,081
================================================================================================================================
</TABLE>

                           Non-cash expenses of $2,300,000 for the year ended
                           December 31, 2000 and $29,000 for the three months
                           ended March 31, 2001 are comprised of equity-based
                           compensation charges (see Note 8).


                                      F-19
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

3. Business Segments
   (Continued)

                           The Partnership's cash distributions from operations
                           for the year ended December 31, 2000 (excluding
                           $3,953,000 of cash distributions related to the
                           October 1, 2000 Merged Partnerships for the period
                           prior to the date of merger) are summarized as
                           follows:

                           Quarter paid             Distribution      Total
                                                  Per Partnership      Cash
                                                        Unit      Distributions
                           =====================================================
                                                                  (in thousands)
                           Second quarter of 2000       $.24         $ 4,080
                           Third quarter of 2000         .25           4,308
                           Fourth quarter of 2000        .26           4,480
                           First quarter of 2001         .27           6,597
                           -----------------------------------------------------
                                                                     $19,465
                           =====================================================

                           Cash distributions per partnership unit is based on
                           the total outstanding units at the end of each
                           calendar quarter. Cash available for distribution, as
                           determined at the sole discretion of the general
                           partner, is required to be distributed to unit
                           holders within 90 days following the end of each
                           calendar quarter. The cash distribution of
                           approximately $6,597,000 for the fourth quarter of
                           2000 was declared and paid in 2001. The cash
                           distribution of approximately $4,200,000 for the
                           fourth quarter of 1999 was declared and paid in the
                           first quarter of 2000.

                           The following table is a summary of other financial
                           information by business segment (in thousands):

<TABLE>
<CAPTION>
                                            Rental      Investment
                                          Operations     Services          Total
==================================================================================
<S>                                        <C>            <C>            <C>
March 31, 2001 (unaudited):
     Capital expenditures                  $     76       $    --        $     76
     Identifiable assets                   $198,560       $ 5,554        $204,114

December 31, 2000:
     Capital expenditures                  $  9,825       $   127        $  9,952
     Identifiable assets                   $194,328       $25,595        $219,923

December 31, 1999:
     Capital expenditures                  $ 77,060       $   195        $ 77,255
     Identifiable assets                   $159,324       $31,162        $190,486

Capital expenditures:
     December 31, 1998                     $ 28,973       $     7        $ 28,980
     March 31, 2000 (unaudited)            $     28       $    --        $     28
</TABLE>


                                      F-20
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

4. Merger Transactions     In December 2001, the Partnership restated its
                           previously reported consolidated financial statements
                           for the year ended December 31, 2000, 1999 and 1998
                           to reflect certain adjustments related to the
                           Partnerships accounting treatment for the merger
                           transactions described below. The merger transactions
                           involved the exchange of the Partnership's limited
                           partner units for the minority interest holder
                           limited partnership units in seventeen Sponsored
                           Partnerships. The merger transactions were initially
                           recorded at their historic book values similar to a
                           pooling of interests and transaction costs were
                           charged to expense in accordance with the guidance
                           found in Emerging Issues Task Force ("EITF") 87-21
                           "Change of Accounting Basis in Master Limited
                           Partnership Transactions." In connection with the
                           review of the Partnership's public filings by the
                           Staff of the Securities and Exchange Commission
                           ("SEC") in December of 2001, the Staff of the SEC and
                           the Partnership determined that acquisition of
                           minority interest accounting using the purchase
                           method in accordance with FASB Technical Bulletin
                           85-5 "Issues Relating to Accounting for Business
                           Combinations" was the preferable treatment.
                           Accordingly, the Partnership has recorded the
                           minority interest acquisitions based on the fair
                           value of assets and liabilities acquired.
                           Additionally, transaction costs incurred in
                           connection with the 2000 and 1999 mergers totaling
                           approximately $453,000 and $736,000, respectively
                           have been reflected as a cost of the minority
                           interest acquisitions. The fair market value of the
                           merged entities' real estate was determined based on
                           independent appraisals.

                           The non-cash adjustments had the impact of decreasing
                           reported net income for additional depreciation
                           expense and reallocating net income to minority
                           interest holders. Additionally, the purchase
                           accounting fair value adjustments increased real
                           estate assets and partners' capital. The impact to
                           the Partnership's consolidated financial statements
                           is summarized in the table below (in thousands,
                           except per unit amounts):

<TABLE>
<CAPTION>
                                                      As Previously
                                                         Reported       Adjustment        Restated
                                                    ------------------------------------------------
<S>                                                      <C>             <C>              <C>
Year ended December 31, 2000:
   Real estate investments, net                          $160,631        $ 20,440         $181,071
   Total partners' capital                                180,140          20,440          200,580
   Net income                                              11,706          (2,792)           8,914
   Basic and diluted net income per
     partnership unit                                         .50            (.10)             .40

Year ended December 31, 1999:
   Real estate investments, net                          $155,712        $ 14,056         $169,768
   Minority interests                                          52          78,038           78,090
   Total partners' capital                                147,326         (63,751)          83,575
   Net income                                               3,455          (2,316)           1,139
   Basic and diluted net income per
     partnership unit                                         .21            (.12)             .09

Year ended December 31, 1998:
   Net income (loss)                                     $  1,977        $ (3,652)        $ (1,675)
   Basic and diluted net income (loss)
     per partnership unit                                     .17           (1.05)            (.88)

Three months ended March 31, 2001 (unaudited):
   Real estate investments, net                          $159,698        $ 20,319         $180,017
   Total partners' capital                                179,696          20,319          200,015
   Net income                                               6,124            (122)           6,002
   Basic and diluted net income per
     partnership unit                                         .25              --              .25

Three months ended March 31, 2000 (unaudited):
   Net income (loss)                                         $334           $(508)           $(174)
   Basic and diluted net income per
     partnership unit                                         .02            (.03)            (.01)
</TABLE>


                                      F-21
<PAGE>

                   Franklin Street Partners Limited Partnership and Subsidiaries
                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

4. Merger Transactions
   (Continued)

                           Effective October 1, 2000, the Partnership and six
                           Sponsored Partnerships consummated a series of
                           mergers pursuant to an Agreement and Plan of Merger
                           (the "October 2000 Merger"). Under the terms of the
                           October 2000 Merger, all limited partnership
                           interests in the six Sponsored Partnerships
                           outstanding on October 1, 2000 were exchanged for
                           7,204,716 new limited partnership units in the
                           Partnership. The operations of the six merged
                           Sponsored Partnerships consist of six commercial
                           rental properties (see Note 5).

                           Effective January 1, 2000, the Partnership and three
                           Sponsored Partnerships consummated a series of
                           mergers pursuant to an Agreement and Plan of Merger
                           (the "January 2000 Merger"). Under the terms of the
                           January 2000 Merger, all limited partnership
                           interests in the three Sponsored Partnerships
                           outstanding on January 1, 2000 were exchanged for
                           4,999,972 new limited partnership units in the
                           Partnership. The operations of the three merged
                           Sponsored Partnerships consist of a residential
                           apartment property and two commercial real estate
                           properties (see Note 5).

                           Effective January 1, 1999, the Partnership and eight
                           Sponsored Partnerships consummated a series of
                           mergers pursuant to an Agreement and Plan of Merger
                           (the "1999 Merger"). Under the terms of the 1999
                           Merger, all limited partnership interests in the
                           eight Sponsored Partnerships outstanding on January
                           1, 1999 were exchanged for 10,099,107 new limited
                           partnership units in the Partnership. Additionally,
                           the partnership interests held by the Partnership's
                           existing general partner and limited partners were
                           exchanged for 948,499 new general partnership units
                           and 952,301 new limited partnership units,
                           respectively. The operations of the merged Sponsored
                           Partnerships consist of five commercial rental
                           properties and three residential real estate
                           properties (see Note 5).

                           Following the consummation of the mergers described
                           above, the Partnership owned 100% of the interests in
                           each merged Sponsored Partnership. The merger
                           transactions were solely an exchange of partnership
                           units and no cash was involved. The Partnership's
                           consolidated financial statements include the full
                           results of operations of the merged Sponsored
                           Partnerships from the date of merger.

                           The following unaudited pro forma consolidated
                           results of operations are presented as if the merger
                           transactions had occurred at the beginning of the
                           periods presented (in thousands, except per unit
                           amounts):

<TABLE>
<CAPTION>
Years ended December 31,                                       2000        1999         1998
===============================================================================================
<S>                                                           <C>         <C>          <C>
(in thousands)
Revenues                                                      $34,793     $18,048      $11,555
Net income                                                    $10,987     $ 3,121      $ 1,643
Basic and diluted net income per limited and general
  partnership unit                                            $  0.47     $  0.19      $  0.14
</TABLE>


                                      F-22
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

5. Real Estate             In connection with the various merger transactions
   Investments             described at Note 4, the Partnership acquired 100%
                           ownership in seventeen real estate properties during
                           2000 and 1999. The following is a summary of the more
                           significant elements of the Partnership's real estate
                           investments at December 31, 2000 (dollar amounts in
                           thousands):

<TABLE>
<CAPTION>
                                                                                                                 Partnership's
                                                                                                               Acquisition Cost
                                                                                                 Date     --------------------------
                                                                  Approximate                Acquired by                 Buildings,
                                               Date of               Square       Date        Sponsored                Improvements
Description                                     Merger     Units    Footage   Constructed    Partnership    Land       and Fixtures
====================================================================================================================================
<S>                                          <C>             <C>    <C>        <C>               <C>       <C>           <C>
Residential Apartments:
     Essex House, Houston, TX                January 1999    135    118,800       1993           1993      $ 2,920       $  9,367
     Reata, Houston, TX                      January 1999    159    129,000       1994           1994        3,399          9,657
     Weslayan Oaks, Houston, TX              January 1999     84     70,500       1995           1997        1,658          3,990
     Silverside Plantation, Baton Rouge, LA  January 2000    264    223,800       1998           1998        2,136         17,151

Commercial Properties:
     North Andover
       Office Park, No. Andover, MA          January 1999     --     92,000    1972-1978         1996        1,311          8,136
     Park Seneca, Charlotte, NC              January 1999     --    110,600       1969           1997        1,915          7,817
     Piedmont Center, Greenville, SC         January 1999     --    143,800       1973           1998        1,449          9,839
     4995 P. Henry Drive, Santa Clara, CA    January 1999     --     40,300       1978           1997        3,274          4,130
     One Technology Drive, Peabody, MA       January 1999     --    188,000       1982           1995        1,658         10,246
     Hillview Center, Milpitas, CA           January 2000     --     36,300       1984           1999        2,203          2,813
     Telecom Business Center, San Diego, CA  January 2000     --    101,700       1997           1999        5,035         11,363
     Southfield Center, Southfield, MI       October 2000     --    212,500       1977           1999        4,344         11,455
     Blue Ravine, Folsom, CA                 October 2000     --     47,000       1984           1999          846          5,450
     Bollman Place, Savage, MD               October 2000     --     99,000       1984           1999        1,585          4,121
     Austin N.W., Austin, TX                 October 2000     --     68,600       1998           1999          708         10,494
     10 Lyberty Way, Westford, MA            October 2000     --    104,700       1984           2000        1,315          8,862
     Gateway Crossing 95, Columbia, MD       October 2000     --    188,800    1988-1994         1999        4,453         15,931
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           $40,209       $150,822
====================================================================================================================================
</TABLE>


                                      F-23
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

5. Real Estate
   Investments

<TABLE>
<CAPTION>
                                                                                 December 31, 2000
                                                                   Cost       -----------------------                   Total
                                                                Capitalized                                          Accumulated
                                                                (Disposals)              Buildings,                Depreciation at
                                                               Subsequent to            Improvements                December 31,
Description                                                     Acquisition     Land    And Fixtures    Total           2000
==================================================================================================================================
<S>                                                               <C>          <C>        <C>          <C>            <C>
Residential Apartments:
     Essex House, Houston, TX                                     $  648       $ 2,920    $ 10,015     $ 12,935       $ 2,598
     Reata, Houston, TX                                              567         3,399      10,224       13,623         2,082
     Weslayan Oaks, Houston, TX                                       70         1,658       4,060        5,718           566
     Silverside Plantation, Baton Rouge, LA                         (205)        2,021      17,061       19,082         1,311

Commercial Properties:
     North Andover
       Office Park, No. Andover, MA                                  895         1,311       9,031       10,342         1,458
     Park Seneca, Charlotte, NC                                      (42)        1,815       7,875        9,690           584
     Piedmont Center, Greenville, SC                                 596         1,449      10,435       11,884           796
     4995 P. Henry Drive, Santa Clara, CA                             58         3,274       4,188        7,462           294
     One Technology Drive, Peabody, MA                              (450)        1,658       9,796       11,454         1,173
     Hillview Center, Milpitas, CA                                     7         2,203       2,820        5,023           126
     Telecom Business Center, San Diego, CA                           78         5,035      11,441       16,476           515
     Southfield Center, Southfield, MI                               138         4,344      11,593       15,937           348
     Blue Ravine, Folsom, CA                                          22           846       5,472        6,318           154
     Bollman Place, Savage, MD                                        45         1,585       4,166        5,751            98
     Austin N.W., Austin, TX                                         161           708      10,655       11,363           264
     10 Lyberty Way, Westford, MA                                     78         1,315       8,940       10,255           135
     Gateway Crossing 95, Columbia, MD                               291         4,453      16,222       20,675           415

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                  $2,957       $39,994    $153,994     $193,988       $12,917
==================================================================================================================================
</TABLE>

                           There were no encumbrances on the above properties.
                           Depreciation lives at December 31, 2000 are
                           summarized at Note 2.

                           The following table summarizes the changes in the
                           Partnership's real estate investments and accumulated
                           depreciation (in thousands):

<TABLE>
<CAPTION>
                                                                December 31,
                                                       ------------------------------
                                                          2000       1999     1998
=====================================================================================
<S>                                                     <C>        <C>       <C>
Real estate investments, at cost:
   Balance, beginning of period                         $178,294   $ 86,835  $58,080
     Acquisitions                                         15,982     91,271   28,634
     Improvements                                            639        188      121
     Dispositions                                           (927)        --       --
- -------------------------------------------------------------------------------------

   Balance, end of period                               $193,988   $178,294  $86,835
=====================================================================================

Accumulated depreciation:
   Balance, beginning of period                         $  8,526   $  5,447  $ 3,617
     Depreciation                                          4,391      3,079    1,830
     Dispositions                                             --         --       --
- -------------------------------------------------------------------------------------

   Balance, end of period                               $ 12,917   $  8,526  $ 5,447
=====================================================================================
</TABLE>


                                      F-24
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

6. Related Party
   Transactions

   Investment in           During 2000, the Partnership acquired 100% of the
   Sponsored REITs         common stock in four Sponsored REITs for nominal
                           consideration. Additionally, the Partnership's 5%
                           general partner interest in one Sponsored Partnership
                           was exchanged for the common stock in a newly formed
                           REIT, in connection with this Sponsored Partnership's
                           reorganization from a limited partnership to a REIT
                           on January 1, 2001.

                           The Sponsored REITs were formed as corporations under
                           the laws of Delaware and operate in a manner intended
                           to qualify as REITs for Federal income tax purposes.
                           To qualify as a REIT, each entity must comply with
                           certain operating activity requirements and must
                           generally distribute 95% (90% commencing January 1,
                           2001) of its taxable income to its shareholders. The
                           REITs have issued both common stock and preferred
                           stock. The common stock is owned solely by the
                           Partnership and the preferred stock is owned by
                           outside individual investors. Each REIT was organized
                           to acquire a single real estate property using the
                           proceeds raised through private offerings of its
                           preferred stock. The REIT's do not contemplate having
                           any long-term financing. The preferred shareholders'
                           in each of the REITs are entitled to 100% of the
                           REITs dividends. As a common shareholder, the
                           Partnership has no rights to the REIT's regular cash
                           dividends. However, upon liquidation of the REITs the
                           Partnership will be entitled to its percentage
                           interest in any proceeds after the preferred
                           shareholders have recovered their investment. The
                           Partnership's percentage interest in each REIT is
                           less than 1%. The Partnership's cost of its
                           investment in the REITs approximates its share of the
                           underlying equity in the net assets of the REITs. The
                           Partnership's share of the REITs' earnings, after
                           deducting preferred stock dividends paid or accrued,
                           was not material for the quarter ended March 31, 2001
                           or for the year ended December 31, 2000.

                           The affirmative vote of the holders of a majority of
                           the REIT's preferred stockholders is required for any
                           actions involving merger, sale of property, amendment
                           to charter or issuance of additional capital stock.
                           In addition, all of the REIT's amended their
                           certificates of incorporation in April 2001 to allow
                           the holders of more than fifty percent of the
                           outstanding preferred shares to remove, without
                           cause, and replace one or more members of the REIT's
                           Board of Directors

   Sponsored Entity Fees   FSP Investments has provided syndication and real
                           estate acquisition advisory services for the
                           Sponsored REITs in 2001 and 2000 and Sponsored
                           Partnerships prior to 2000. Transactions with merged
                           Sponsored Partnerships have been eliminated in the
                           accompanying consolidated financial statements. Fees
                           from non-consolidated related entities for property
                           acquisition services amounted to approximately
                           $1,581,000 and $346,000 for the years ended December
                           31, 2000 and 1999, respectively. Sales commissions
                           earned for the sale of Sponsored REIT preferred
                           shares in 2000 and partnership units in one Sponsored
                           Partnership in 1999 amounted to approximately
                           $4,036,000 and $443,000 for the years ended December
                           31, 2000 and 1999, respectively. The Partnership has
                           also provided interim financing for the purchase of
                           certain REIT properties prior to completion of the
                           REIT's private equity offerings. Financing commitment
                           fees earned by the Partnership from the REITs totaled
                           approximately $1,957,000 for the year ended December
                           31, 2000. Interest income charged to the REITs
                           amounted to approximately $457,000 for the year ended
                           December 31, 2000.

   Management Fees         Management fees charged to the merged Sponsored
                           Partnerships have been eliminated in the accompanying
                           consolidated statements of operations. Total property
                           management fee income from non-consolidated entities
                           amounted to approximately $112,000 and $16,000 for
                           the years ended December 31, 2000 and 1999,
                           respectively. There were no related entity management
                           fees for the year ended December 31, 1998. Property
                           management fees range from 1% to 5% of collected
                           rents.


                                      F-25
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

6. Related Party
   Transactions
   (Continued)

   Due From Related        Amounts due from related parties consist of the
   Parties                 following (in thousands):

<TABLE>
<CAPTION>
December 31,                                                                     2000      1999
=================================================================================================
<S>                                                                             <C>        <C>
Interim financing note receivable due from
     Sponsored REIT, bearing interest at the
     bank's base rate (9.5% at December 31,
     2000), collateralized by the REIT's
     real estate and the assignment of its
     rents; paid in full upon closing of
     REIT's private equity
     offering in February 2001.                                                 $16,500    $--

Interest receivable from Sponsored REITs,
     paid upon closing of private equity
     offering in February
     2001.                                                                          144     --

Non-interest bearing cash advances due on demand from
     Sponsored REITs.                                                                90     --
- -------------------------------------------------------------------------------------------------

                                                                                $16,734    $--
=================================================================================================
</TABLE>

7. Bank Note Payable       The Partnership has a revolving line of credit
                           agreement (the "Loan Agreement") with a bank
                           providing for borrowings up to $35 million (increased
                           to $53 million in February 2001). Borrowings under
                           the Loan Agreement bear interest at either the bank's
                           base rate or a variable LIBOR rate, as defined.
                           Borrowings outstanding under the Loan Agreement
                           consist of the following (in thousands):

<TABLE>
<CAPTION>
December 31,                                                      2000        1999
=====================================================================================
<S>                                                              <C>         <C>
Note payable, bearing interest at the bank's base rate
     (9.5% at December 31, 2000).                                $16,500     $ 3,672

Note payable, bearing interest at LIBOR plus 1.25%
     per annum (7.75% at December 31, 1999).                          --      19,850
- -------------------------------------------------------------------------------------

                                                                 $16,500     $23,522
=====================================================================================
</TABLE>

                           The Loan Agreement includes restrictions on property
                           liens and requires compliance with various financial
                           covenants. Financial covenants include the
                           maintenance of at least $1,500,000 in operating cash
                           accounts, a minimum tangible net worth of
                           $140,000,000 and compliance with various debt and
                           operating income ratios, as defined in the Loan
                           Agreement. The Partnership was in compliance with the
                           Loan Agreement's financial covenants as of December
                           31, 2000. Outstanding borrowings of $16,500,000 at
                           December 31, 2000 were repaid in February 2001. The
                           Loan Agreement matures on February 23, 2003.

                           The Loan Agreement also provides for personal
                           borrowings of up to $3,000,000 by the members of the
                           Partnership's general partner for the purpose of
                           acquiring partnership units or paying income taxes
                           thereon. Borrowings of $800,000 were outstanding with
                           members of the general partner at December 31, 2000,
                           which are guaranteed by the Partnership.


                                      F-26
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

8. Partners' Capital

   General                 The Partnership's general partner has the exclusive
                           right to manage the business of the Partnership and
                           make certain amendments to the Partnership Agreement,
                           without the consent or approval of the limited
                           partners. The Partnership's limited partners do not
                           take part in management and do not have any voting
                           rights regarding the Partnership's operations. A
                           majority in interest of the limited partners, with
                           the consent of the general partners, may amend the
                           Partnership Agreement, subject to certain limitations
                           as defined in the Partnership Agreement. Except as
                           provided for under certain Federal tax provisions
                           described in the Partnership Agreement, net income or
                           net losses from operations shall be allocated to all
                           partners based on their percentage interest in the
                           Partnership. Net profits or 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 as follows:

                           Net Profit -- The Partnership's net profits are
                           allocated first to the extent of any partner's
                           negative capital account balance, and thereafter in
                           proportion with their percentage interest in the
                           Partnership.

                           Net Losses -- First to the extent of any partner's
                           positive capital account balance, and thereafter in
                           proportion with their percentage interest in the
                           Partnership.

                           The Partnership's cash distributions are allocated to
                           the limited partners and the general partner based on
                           each partner's percentage interest in the
                           Partnership.

   Equity-Based            In April 2000 and January 2001, the Partnership
   Compensation            issued 230,000 and 2,522 partnership units,
                           respectively, with a fair value of approximately
                           $2,300,000 and $29,000, respectively, to certain
                           officers and employees of the Partnership in lieu of
                           cash compensation. These partnership units were fully
                           vested on the date of issuance. The equity-based
                           compensation charges of $2,300,000 and $29,000 are
                           included in selling, general and administrative
                           expenses in the accompanying statements of operations
                           for the year ended December 31, 2000 and three months
                           ended March 31, 2001, respectively. Cash
                           distributions paid to the holders of the 230,000
                           units amounted to approximately $117,000 for the year
                           ended December 31, 2000.

   General Partner         On December 30, 1999, FSP General Partner LLC (the
                           "General Partner") was organized solely to hold the
                           Partnership's general partner units, which were
                           previously held by eight individuals. The General
                           Partner's financial activities consist of receiving
                           cash distributions from the Partnership and paying
                           such amounts to its members. The members of the
                           General Partner function as Officers and/or Directors
                           of the Partnership. The Partnership pays no fees or
                           other compensation to the General Partner. The
                           General Partner has no commitment or intent to
                           furnish direct or indirect financial assistance to
                           the Partnership. Total cash distributions paid to the
                           General Partner were approximately $930,000,
                           $1,596,000 and $749,000 for the years ended December
                           31, 2000, 1999 and 1998, respectively.

9. Federal Income          The difference between Partners' capital for
   Tax Reporting           financial reporting purposes and for income tax
                           purposes is approximately as follows (in thousands):

                           Partnership capital - financial reporting
                              purposes, December 31, 2000              $200,580

                           Partnership's cumulative tax reporting
                              differences, primarily relating to
                              non-deductible expenses, depreciation
                              and other temporary differences and
                              the effects of mergers                    (19,090)
                           -----------------------------------------------------

                           Partners' capital-- income tax purposes,
                              December 31, 2000 per Form 10            $181,490
                           =====================================================

                           The merger transactions described in Note 4 were
                           treated as tax-free reorganizations for income tax
                           reporting purposes.


                                      F-27
<PAGE>

                                                        Franklin Street Partners
                                            Limited Partnership and Subsidiaries

                                      Notes to Consolidated Financial Statements
                          (Information for March 31, 2001 and 2000 is unaudited)

10. Commitments

   Rentals Under           The Partnership's commercial rental operations
   Operating Leases        include the leasing of office buildings and
                           industrial properties subject to leases with terms
                           greater than one year. The leases thereon expire at
                           various dates through 2012. The following is a
                           schedule of approximate future minimum rental income
                           on non-cancelable operating leases as of December 31,
                           2000 (in thousands):

                           Year ended December 31,
                           =====================================================

                           2001                                          $26,719
                           2002                                           14,759
                           2003                                           12,179
                           2004                                            8,444
                           2005                                            3,936
                           Thereafter                                     12,358
                           -----------------------------------------------------

                                                                         $78,395
                           =====================================================

   Office Lease            The Partnership leases its corporate office space
                           under a six year operating lease that commenced in
                           June 1999. The lease includes a base annual rent and
                           additional rent for the Partnership's share of taxes
                           and operating costs.

                           Future minimum lease payments are approximately as
                           follows (in thousands):

                           Year ended December 31,
                           =====================================================

                           2001                                             $190
                           2002                                              199
                           2003                                              203
                           2004                                              209
                           2005                                               97
                           -----------------------------------------------------

                                                                            $898
                           =====================================================

                           Rent expense was approximately $184,000, $126,000 and
                           $52,000 for the years ended December 31, 2000, 1999
                           and 1998, respectively.

   Retirement Plan         During 1999, the Partnership formed a retirement
                           savings plan for eligible employees. Under the plan,
                           the Partnership matches participant contributions up
                           to $6,000 annually per participant. The Partnership's
                           total contribution under the plan amounted to
                           approximately $53,000 and $46,000 for the years ended
                           December 31, 2000 and 1999, respectively.


                                      F-28
<PAGE>

Exhibit Index

Exhibits          Description
- --------          -----------

3.1               Certificate of Limited Partnership

3.2               Amendment to Certificate of Limited Partnership

4.1               Third Amended and Restated Limited Partnership Agreement,
                  dated as of January 1, 2000

4.2               First Amendment, dated as of January 1, 2000, to Third Amended
                  and Restated Limited Partnership Agreement, dated as of
                  January 1, 2000

4.3               Second Amendment, dated as of June 26, 2000, to Third Amended
                  and Restated Limited Partnership Agreement, dated as of
                  January 1, 2000

21                Subsidiaries of the Registrant

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>ex3-1.txt
<TEXT>

                                                                     Exhibit 3.1

                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

      Pursuant to the provisions of the Massachusetts Uniform Limited
Partnership Act (the "Act"), the undersigned hereby agrees, certifies and swears
to this Certificate of Limited Partnership creating a limited partnership to be
known as "Franklin Street Partners Limited Partnership":

      1. Name of Partnership. The name of the Partnership is Franklin Street
Partners Limited Partnership (the "Partnership").

      2. Business of Partnership. The character of the business of the
Partnership and its purpose are to own an interest in FSP Investments LLC, a
Massachusetts limited liability company, to own an interest in FSP Property
Management LLC, a Massachusetts limited liability company, and to engage in any
and all activities permitted under the Act.

      3. Office of the Partnership; Agent for Service of Process. The office of
the Partnership for purposes of Section 4(1) of the Act (and the office at which
its records are maintained for purposes of Section 5(a) of the Act) is c/o FSP
Investments LLC, 401 Edgewater Place, Suite 110, Wakefield, Massachusetts 01880.
The name and address of the Partnership's agent for service of process in
Massachusetts is George J. Carter, 5 Megans Way, Gloucester, Massachusetts
01930.

      4. General Partners' Name and Business Address. The names and business
address of the general partners of the Partnership are as follows:

                                George J. Carter
                                R. Scott MacPhee
                                Richard R. Norris
                               William W. Gribbell
                         401 Edgewater Place, Suite 110
                         Wakefield, Massachusetts 01880

      5. Date of Dissolution of the Partnership. The latest date on which the
Partnership is to dissolve is December 31, 2086.


                                      -1-
<PAGE>

      IN WITNESS WHEREOF, the undersigned, being all the general partners of the
Partnership, have signed and sworn to this Certificate of Limited Partnership
under the penalties of perjury as of this 24th day of January, 1997.


                                             GENERAL PARTNERS

                                             /s/ George J. Carter
                                             --------------------------
                                             George J. Carter


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


                                             /s/ Richard R. Norris
                                             --------------------------
                                             Richard R. Norris


                                             /s/ William W. Gribbell
                                             --------------------------
                                             William W. Gribbell


                                      -2-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>ex3-2.txt
<TEXT>

                                                                     Exhibit 3.2

               AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

      Pursuant to the provisions of ss.9 of the Massachusetts Uniform Limited
Partnership Act (the "Act"), the undersigned hereby agrees, certifies and swears
to the following:

      1. Name of Partnership. The name of the Partnership is Franklin Street
Partners Limited Partnership (the "Partnership").

      2. Date of Filing Certificate. The Certificate of Limited Partnership was
filed on the 4th day of February, 1997.

      3. Date of Dissolution of the Partnership. The latest date on which the
partnership is to dissolve is the 31st day of December, 2060.

      4. The Amendment. The Certificate of Limited Partnership of Franklin
Street Partners Limited Partnership is hereby amended to reflect the withdrawal
of the current general partners: George J. Carter, R. Scott MacPhee, Richard R.
Norris and William W. Gribbell (collectively, the "Withdrawing General
Partners"), from the Partnership and the admission of FSP General Partner LLC,
as sole general partner, each effective as of January 1, 2000.

      IN WITNESS WHEREOF, the undersigned, being the withdrawing general
partners of the Partnership and the new general partner, have signed and sworn
to this Amendment to the Certificate of Limited Partnership under penalties of
perjury as of this 1st day of January, 2000.

WITHDRAWING GENERAL                SUCCESSOR GENERAL PARTNER:
PARTNERS:

/s/ George J. Carter               FSP GENERAL PARTNER LLC
- ----------------------------
George J. Carter
                                   By: /s/ George J. Carter
                                       ----------------------------------------
/s/ R. Scott MacPhee                   George J. Carter, Managing Member
- ----------------------------
R. Scott MacPhee


/s/ Richard R. Norris
- ----------------------------
Richard R. Norris


/s/ William W. Gribbell
- ----------------------------
Willam W. Gribbell


                                      -1-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>5
<FILENAME>ex4-1.txt
<TEXT>

                                                                     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


                                      -1-
<PAGE>

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


                                      -2-
<PAGE>

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:


                                      -3-
<PAGE>

                        (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


                                      -4-
<PAGE>

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


                                      -5-
<PAGE>

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


                                      -6-
<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


                                      -13-
<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                     -----------------------------------



                                      -15-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>6
<FILENAME>ex4-2.txt
<TEXT>

                                                                     Exhibit 4.2

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

                               FIRST AMENDMENT TO
            THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

      This First Amendment to the Third Amended and Restated Limited Partnership
Agreement, dated as of January 1, 2000 (the "Partnership Agreement") of Franklin
Street Partners Limited Partnership, a Massachusetts limited liability
partnership (the "Partnership"), is made as of January 1, 2000 by and among
George J. Carter, R. Scott MacPhee, Richard R. Norris and William W. Gribbell
(collectively, the "Withdrawing General Partners"), FSP General Partner LLC, a
Massachusetts limited liability company ("FSP LLC"), Scott H. Carter and Jeffrey
B. Carter as limited partners (the "Class B Limited Partners") and those Persons
listed on Schedule II to the Partnership Agreement as limited partners (the
"Limited Partners"). Capitalized terms used herein and otherwise defined shall
have the respective meanings ascribed to them in the Partnership Agreement.

      WHEREAS, 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 in the form of the 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 on February 4, 1997;

      WHEREAS, Section 4.12(e) of the Partnership Agreement provides that the
Withdrawing General Partners may unanimously contribute their interests in the
Partnership to a limited liability company, which shall thereupon be admitted as
the General Partner of the Partnership;

      WHEREAS, the Withdrawing General Partners have contributed their general
partner interests in the Partnership to FSP LLC, effective as of the date
hereof; and

      WHEREAS, the parties hereto wish to provide for the admission of FSP LLC
as a General Partner in substitution for the Withdrawing General Partners.

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed that the Partnership Agreement is
amended as follows:

      1. In accordance with the provisions of Section 4.12(e) of the Partnership
Agreement, FSP LLC is hereby admitted as the sole General Partner of the
Partnership.

      2. References in the Partnership Agreement to the "General Partners", "a
majority in interest of the General Partners" and the "Managing General Partner"
shall henceforward refer to FSP LLC.

      3. The words "Schedule I" in the first sentence of the Partnership
Agreement are hereby amended to read "Schedule II". P Except as specifically
amended hereby, the Partnership Agreement shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of January 1, 2000.

WITHDRAWING GENERAL                 SUCCESSOR GENERAL PARTNER:
PARTNERS:

/s/ George J. Carter                FSP GENERAL PARTNER LLC
- ------------------------------
George J. Carter                    By: /s/ George J. Carter
                                        ----------------------------------------
                                    George J. Carter, Managing Member
/s/ R. Scott MacPhee
- ------------------------------
R. Scott MacPhee


/s/ Richard R. Norris               CLASS B LIMITED PARTNERS
- ------------------------------
Richard R. Norris                   AND LIMITED PARTNERS:


/s/ William W. Gribbell             By: /s/ George J. Carter
- ------------------------------          ----------------------------------------
William W. Gribbell                 George J. Carter, their attorney-in-fact


                                       -1-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>7
<FILENAME>ex4-3.txt
<TEXT>

                                                                     Exhibit 4.3

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

                               SECOND AMENDMENT TO
            THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

      This Second Amendment to the Third Amended and Restated Limited
Partnership Agreement, dated as of January 1, 2000 (the "Partnership Agreement")
of Franklin Street Partners Limited Partnership, a Massachusetts limited
liability partnership (the "Partnership"), is made as of June 26, 2000 by and
among FSP General Partner LLC, a Massachusetts limited liability company ("FSP
LLC"), Scott H. Carter and Jeffrey B. Carter as limited partners (the "Class B
Limited Partners") and those Persons listed on Schedule II to the Partnership
Agreement as limited partners (the "Limited Partners"). Capitalized terms used
herein and otherwise defined shall have the respective meanings ascribed to them
in the Partnership Agreement.

      WHEREAS, 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 in the form of the 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 on February 4, 1997;

      WHEREAS, Section 8.04 of the Partnership Agreement provides that the
General Partner and a majority in interest of the Limited Partners may amend the
Partnership Agreement; and;

      WHEREAS, a majority in interest of the Limited Partners have consented to
the adoption of this Second Amendment.

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed that the Partnership Agreement is
amended as follows:

      A new Section 6.04 in the form attached hereto as Appendix A is hereby
added to the Partnership Agreement.

      Except as specifically amended hereby, the Partnership Agreement shall
remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of June 26, 2000.

                                  GENERAL PARTNER:
                                  FSP GENERAL PARTNER LLC

                                  By: /s/ George J. Carter
                                      ----------------------------------------
                                      George J. Carter, Managing Member

                                  CLASS B LIMITED PARTNERS
                                  AND LIMITED PARTNERS:

                                  By: /s/ George J. Carter
                                      ----------------------------------------
                                      George J. Carter, their attorney-in-fact


                                       -1-
<PAGE>

                                                                      APPENDIX A

6.04 Purchase of Interests of Limited Partners.

      (a) The Partnership shall use its best efforts to repurchase Units on an
annual basis from Limited Partners desiring to have such Units repurchased upon
the terms and conditions set forth below.

      (b) A Limited Partner wishing to have some or all of his or her Units
repurchased by the Partnership must mail or deliver a written request to the
Partnership indicating his or her desire to have such Units repurchased. Any
such request must be received by the Partnership on or before July 1 immediately
preceding the January 1 date on which the repurchase is to be effective. Any
such request to have Units repurchased shall constitute an offer by the Limited
Partner to sell such Units and shall be irrevocable. If the Partnership does not
have sufficient funds to purchase all of the Units so offered or is otherwise
prohibited from purchasing all of the Units so offered, the Partnership will
purchase Units in the order in which effective offers are received from offerors
to the extent that the Partnership has funds available therefor and is not
prohibited from purchasing Units.

      (c) The purchase price for any Units purchased by the Partnership will
equal 90% of the Fair Market Value of the Units. "Fair Market Value" of a Unit
shall mean the fair market value as determined by the General Partner in its
sole and absolute discretion, after consultation with an adviser selected by the
General Partner. Any repurchase of Units by the Partnership shall be effective
as of January 1 of the year following the year in which the corresponding offer
was timely made pursuant to Section 6.04(b). Any Limited Partner whose Units are
to be repurchased shall execute and deliver such transfer and other documents
and instruments as the Partnership may reasonably request. Any Units repurchased
by the Partnership shall be cancelled and shall not be reissued by the
Partnership.

      (d) In fulfilling the Partnership's obligation to use best efforts to
repurchase Units for which offers have been timely made pursuant to Section
6.04(b), the General Partner shall be authorized to take such steps as it deems
appropriate, in its sole discretion, including without limitation the
disposition of assets of the Partnership (including assets owned by Sponsored
Partnerships which have been acquired by the Partnership) and incurring
indebtedness on behalf of the Partnership.

      (e) Notwithstanding anything herein to the contrary, no Unit shall be
repurchased by the Partnership pursuant to this Section 6.04 if:

            (i)   The Partnership is insolvent or such repurchase would render
                  the Partnership insolvent;

            (ii)  Such repurchase would impair the capital or operations of the
                  Partnership;

            (iii) Such repurchase would contravene any provision of federal or
                  state securities laws;

            (iv)  Such repurchase would cause the Partnership to terminate as a
                  partnership under the Code;

            (v)   Such repurchase would cause the Partnership to fail to qualify
                  for one or more of the "safe harbors" contained in Treasury
                  Regulation Section 1.7704-1(e) through (j) that would preclude
                  the Partnership from being treated as a "publicly traded
                  partnership" within the meaning of Section 7704 of the Code;
                  or

            (vi)  The General Partner determines such repurchase would otherwise
                  not be in the best interests of the Partnership.

      (f) If the Partnership is unable to repurchase any Units, the Partnership
shall use its best efforts to arrange for a purchase by a third party or
parties, including without limitation members of the General Partner, of such
Units; provided, however, that no such purchase shall be effected if it would
not be permitted under the terms of Section 6.04(e). In addition, the
Partnership shall have the right to satisfy its obligations under Section
6.04(a) by arranging for the purchase of Units by any such third party or
parties for the price set forth in Section 6.04(c).

      (g) Any request for repurchase of Units by a Limited Partner pursuant to
Section 6.04(b) shall be binding on such Limited Partner's successors, heirs and
assigns.


                                       -2-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>8
<FILENAME>ex21.txt
<TEXT>

                                                                      Exhibit 21

Subsidiaries of Franklin Street Partners Limited Partnership

                                                               Jurisdiction of
Name                                                            Organization
- ----                                                         -------------------

FSP Investments LLC                                             Massachusetts

FSP Property Management LLC                                     Massachusetts

FSP Holdings LLC                                                  Delaware

Essex Lane Associates Limited Partnership                       Massachusetts

FSP Apartment Properties Limited Partnership                    Massachusetts

FSP Austin N.W. Limited Partnership                             Massachusetts

FSP Blue Ravine Limited Partnership                             Massachusetts

FSP Bollman Place Limited Partnership                           Massachusetts

FSP Gateway Crossing Limited Partnership                        Massachusetts

FSP Hillview Center Limited Partnership                         Massachusetts

FSP Lyberty Way Limited Partnership                             Massachusetts

FSP North Andover Office Park Limited Partnership               Massachusetts

FSP Park Seneca Limited Partnership                             Massachusetts

FSP Piedmont Center Limited Partnership                         Massachusetts

FSP Santa Clara Limited Partnership                             Massachusetts

FSP Silverside Plantation Limited Partnership                   Massachusetts

FSP Southfield Centre Limited Partnership                       Massachusetts

FSP Telecom Business Center Limited Partnership                 Massachusetts

FSP Weslayan Oaks Limited Partnership                           Massachusetts

One Technology Drive Limited Partnership                        Massachusetts


                                       -1-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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