Exhibit 10.13 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FRANK-KING ASSOCIATES LIMITED PARTNERSHIP This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Frank-King Associates Limited Partnership (this "AGREEMENT"), made as...

Exhibit 10.13

THIRD AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
XXXXX-XXXX ASSOCIATES LIMITED PARTNERSHIP

This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Xxxxx-Xxxx
Associates Limited Partnership (this "AGREEMENT"), made as of January 9, 1998,
among KINGSTON WASHINGTON ASSOCIATES LIMITED PARTNERSHIP ("KINGSTON"), a
Massachusetts limited partnership having offices c/o Xxxx XxXxxxxxx, Esq.,
Xxxxxxx, Procter & Xxxx, Exchange Place, Boston, MA 02109-2881, NORTHSTAR
WASHINGTON STREET, LLC ("NSGP"), a Delaware limited liability company having
offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx and NORTHSTAR WASHINGTON
STREET II, LLC ("NSLP"), a Delaware limited liability company, having offices at
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. NSGP and NSLP are sometimes referred
to, collectively, as "NS" or the "NS GROUP", and Kingston, in its capacity as
both a limited partner and a general partner, is sometimes referred to as the
"KINGSTON GROUP". The parties hereto are referred to singularly as a "PARTNER"
and collectively as the "PARTNERS", and the Kingston Group and the NS Group are
sometimes referred to, generically, as a "PARTNER GROUP".

W I T N E S S E T H :

WHEREAS, Xxxxx-Xxxx Associates (the "PREDECESSOR PARTNERSHIP") was formed
as a Massachusetts general partnership pursuant to a partnership agreement (the
"ORIGINAL AGREEMENT") dated October 26, 1984 between Kingston and Bowo
Associates Limited Partnership ("BOWO"), a Massachusetts limited partnership, to
acquire, to own, and to operate the property and any building or buildings
constructed or to be constructed thereon now known as the "WOOLWORTH BUILDING"
and located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (as more
particularly described on Exhibit A )(collectively, the "PROPERTY");

WHEREAS, on December 17, 1986, Kingston, Bowo, and NYNEX Properties Company
("NYNEX") executed an Amended and Restated Partnership Agreement (the "AMENDED
AGREEMENT") and, simultaneously with the execution and delivery of the Amended
Agreement, the Predecessor Partnership was reconstituted as a limited
partnership known as Xxxxx-Xxxx Associates Limited Partnership (the
"PARTNERSHIP") and NYNEX acquired from Kingston and Bowo a limited partnership
interest in the Partnership;

WHEREAS, on October 14, 1992, Odyssey Partners, L.P. ("ODYSSEY"), a
Delaware limited partnership, acquired NYNEX's limited partnership interest in
the Partnership;

WHEREAS, on November 24, 1992, Odyssey assigned to each of Kingston and
Bowo 1/2 of its limited partnership interest in the Partnership, Odyssey
withdrew as a limited partner in the Partnership and Kingston and Bowo executed
a Second Amended and Restated

Partnership Agreement (the "SECOND AMENDED AGREEMENT"), pursuant to which
Kingston had a 331/3% general partnership interest and a 162/3% limited
partnership interest, and BOWO had a 331/3% general partnership interest and a
162/3% limited partnership interest;

WHEREAS, simultaneously herewith, NSGP and NSLP acquired all of Bowo's
interest in the Partnership (other than Bowo's right to be indemnified by the
Partnership in certain instances, as specifically set forth in Section 5(e) of
the Second Amended Agreement which rights are reserved by Bowo) and Bowo
withdrew as a partner in the Partnership;

WHEREAS, simultaneously herewith, NSLP has contributed $151,515.15 to the
capital of the Partnership in exchange for an interest in the Partnership having
a 1% Percentage Interest; and

WHEREAS the Partners desire to further amend and restate the Second
Amended Agreement to (i) reflect NS's acquisition of Bowo's entire interest in
the Partnership, (ii) reflect Bowo's withdrawal from the Partnership, (iii)
admit NS to the Partnership, (iv) to reflect the contribution of NSLP and its
acquisition therefor of any additional interest in the Partnership from the
Partnership, (v) to provide for the conversion of certain general partnership
interests into limited partnership interests, as provided for on EXHIBIT B and
(vi) continue the Partnership under the Uniform Limited Partnership Act of the
Commonwealth of Massachusetts (the "ACT").

NOW, THEREFORE, the Partners agree that the Second Amended Agreement is
hereby further amended and, as further amended, is restated in its entirety as
follows:

1. CONTINUATION, NAME, AND CERTIFICATE.

The Partners agree to continue the Partnership as a limited
partnership under the name of "XXXXX-XXXX ASSOCIATES LIMITED PARTNERSHIP." The
General Partners shall promptly file a restated certificate of limited
partnership in such form as shall be necessary under the laws of the
Commonwealth of Massachusetts to give effect to the provisions of this
Agreement. Kingston (to the extent of its general partnership interest) and
NSGP shall be the general partners of the Partnership (collectively, the
"GENERAL PARTNERS"), and Kingston (to the extent of its limited partnership
interest) and NSLP shall be the limited partners of the partnership
(collectively, the "LIMITED PARTNERS"). The Partners' respective initial
Partnership Interests (as hereinafter defined) and Percentage Interests (as
hereinafter defined) is as set forth on EXHIBIT B attached hereto. Further, the
Partners are deemed to have made initial capital contributions to the
Partnership in the amounts set forth on EXHIBIT B attached hereto.

2. PURPOSE.

The purpose of the Partnership is to further develop the Property and
to hold the Property for investment and, consistent with such investment
purpose, to operate, to manage, to lease, to maintain, to finance, to improve,
and to sell or otherwise to dispose of the Property.

Without limiting the generality of the foregoing, the purpose of the Partnership
shall include, without limitation, each of the following: (i) restructuring the
existing lease with Woolworth's to recapture the space leased thereunder in
whole or in part, and then renovating, re-constructing and re-leasing any such
space which is recaptured by the Partnership (collectively, the "WOOLWORTH
RE-LEASING"), and (ii) developing, constructing and leasing an approximately
500,000 square foot office building addition to the Property in accordance with
a project plan to be developed and approved by the General Partners (the "TOWER
PROJECT").

3. TERM.

The term of the Partnership shall continue until terminated by the
occurrence of the earliest of (a) December 31, 2043, (b) the sale or other
disposition by the Partnership of substantially all of its assets (except that,
if a purchase money mortgage or other non-cash consideration is delivered to the
Partnership as part of the consideration for any such sale or other disposition,
the Partnership shall continue until such mortgage shall have been paid in full
or otherwise discharged or disposed of or such non-cash consideration is
liquidated into cash), (c) the agreement of the Partners to dissolve the
Partnership and (d) except as provided in section 10, dissolution by operation
of law.

4. PRINCIPAL OFFICE.

The business of the Partnership shall be conducted from its principal
office, which shall be x/x Xxxx XxXxxxxxx, Xxx., Xxxxxxx Procter & Xxxx,
Exchange Place, Boston, MA 02109-2881, or at such other place or places as may
be determined pursuant to section 13.

5. CAPITAL ACCOUNTS, CAPITAL

CONTRIBUTIONS, LOANS, AND PERCENTAGE INTERESTS.

5.1 When used in this Agreement, the following terms shall have the
following meanings:

(a) "CAPITAL ACCOUNT" with respect to a Partner shall mean the
account established and maintained by the Partnership with respect to such
Partner in accordance with the provisions of this section 5.1(a). It is hereby
agreed that the value of the assets of the Partnership net of liabilities
immediately prior to the contribution of $151,515.15 by NSLP is $15,000,000.
Accordingly, the initial Capital Account balance of each Partner as of the date
hereof, including such contribution by NSLP, is hereby restated to be the amount
set forth opposite such Partner's name on Exhibit B attached hereto. Any
obligation to distribute (or guaranteed payment) to a Partner prior to the date
hereof is hereby deemed contributed to capital and included as part of the
initial Capital Account balance of such Partner. The Capital Account of each
Partner shall be increased after the date hereby by (a) the cash amount or net
agreed value of all capital contributed by such Partner to the Partnership and
(b) all items of Net Income and other items of income and gain (including income
and gain exempt from tax) computed as provided herein and

allocated to such Partner pursuant to section 6.1 hereof. Such Capital Account
shall be decreased by (x) the cash amount or net agreed value of all
distributions of cash or property made to such Partner pursuant to this
Agreement with respect to its interest in the Partnership and (y) all items of
Net Loss and other items of loss and deduction computed as provided herein and
allocated to such Partner pursuant to section 6.1 with respect to its interest
in the Partnership. The Capital Accounts of the Partners shall be maintained
and adjusted in accordance with the Treasury Regulations promulgated under
section 704(b) of the Code.

(b) "CAPITAL PROCEEDS" shall mean the excess of receipts from sources
described in clauses (i) through (iv) of section 5.1(e) less amounts applied:

(i) in the case of a financing or refinancing, in payment of:

a) the unpaid balance of any obligations owed or refinanced and
other encumbrances discharged, prepayment penalties, if any, with
respect to the obligations refinanced, and any other costs and
expenses incurred in such prepayment;

b) all expenses incurred in obtaining and consummating such
financing or refinancing, including, without limitation, brokerage
commissions and fees, attorneys' fees, points and commitment fees,
title insurance charges, attorneys' fees and disbursements to the
lender's attorney, mortgage recording tax, recording charges, and all
other expenses necessary to the consummation of such financing
transaction; and

c)all debts and obligations of the Partnership and payment or
establishment of reserves for all costs, capital or otherwise,
determined by the General Partners to be necessary or appropriate for
the operation, maintenance, improvement, and leasing of the Property;

(ii) in the case of a sale or other disposition (voluntary or
involuntary), in payment of all Partnership liabilities and all costs and
expenses necessary or incident to the consummation of such disposition,
including, without limitation, all transfer taxes, mortgage taxes,
intangible taxes, brokerage commissions, attorneys fees and disbursements,
recording charges, and all expenses incurred and encumbrances discharged in
connection with such sale; and

(iii) in case of receipt of casualty insurance proceeds, in
payment of Partnership liabilities and all expenses incurred in receiving
such proceeds and towards reconstruction or restoration of the Property.

(d) "NET INCOME" or "NET LOSS" shall mean the net income or net loss
of the Partnership computed using federal income tax principles, except that
items that depend on the basis of the assets of the Partnership, such as
depreciation and gain or loss on sale, shall be computed using the agreed value
of such assets at the time of any revaluation of such assets.

(e) "NON-RELATED PARTY" shall mean a person or entity that is not a
person or entity that is related to any Partner within the meaning of Treasury
Regulations Section 1.752-4(b) as in effect on the date hereof.

(f) "OPERATING CASH FLOW" shall mean (y) the gross receipts of the
Partnership (including, without limitation, capital contributions received
pursuant to section 5.3), exclusive of proceeds received by the Partnership
from:

(i) the sale or other disposition (voluntary or involuntary) of
all or part of the Property;

(ii) any casualty insurance payments or damages paid to the
Partnership in respect of the Property;

(iii) any condemnation award with respect to all or part of the
Property; and

(iv) any mortgage or other loans obtained by the Partnership.

minus (y) cash expenses incurred by the Partnership, except that:

(i)depreciation and amortization of capitalized costs of any
kind and the items enumerated in subparagraphs (i) through (iii)
of section 5.1(b) shall not be a deduction from gross receipts;

(ii)principal payments, other than those made from proceeds
of loans to the Partnership or otherwise excluded in (i) through
(iv) above, shall constitute a deduction from gross receipts;

(iii)expenditures to construct, to replace, or to repair
capital assets shall be deemed a cash operating expense, except
to the extent funded by loans, insurance proceeds, condemnation
awards or paid from reserves;

(iv)reasonable reserves (which the Partners hereby agree
must be established) for improvements, expenses maturing, or
other contingencies shall be deemed a cash operating expense to
the extent of additions thereto; and

(v)any reduction in reserves, unless applied to the purposes
for which the reserve was created, shall be treated as a receipt.

(g) "PARTNERSHIP INTEREST" means the entire interest that a Partner
owns in the Partnership, including, without that limitation, the right to
receive all distributions from the Partnership.

5.2 The percentage interest of the Partners in the Partnership (the
"PERCENTAGE INTERESTS") shall initially be as set forth on EXHIBIT B. In the
event that section 5.3 shall be applicable, the Percentage Interests of the
Partners shall be adjusted as provided therein.

5.3 (a) From and after the date of this Agreement, to the extent that
the funds from the operations of the Partnership are not sufficient to fund the
purposes of the Partnership, as determined jointly by the General Partners,
including, without limitation, to fund debt service (including principal and
interest) on any existing financing, operating expenses of the Property, the
cost of the Woolworth Re-Leasing, the cost of the Tower Project or the cost of
any new lease authorized by the General Partners or of putting a new tenant in
possession, or otherwise to realize the purposes of the Partnership as
determined jointly by the General Partners, the General Partners shall endeavor
to obtain loans for the Partnership for such purposes, which loans may come from
banks, institutions or other lenders, provided that all of the terms and
conditions of each such loan and the identity of any lender shall be agreed to
by the General Partners (provided that if such loan is jointly approved by the
General Partners, or approved by the Non-Defaulting Partner (defined below), as
applicable, then each Partner agrees to pledge its interest in the Partnership
as security for such loan if same is required by such lender). Unless both
General Partners otherwise agree, all loans extended to the Partnership, whether
from banks, institutions or others, shall be made by Non-Related Parties and
shall impose no personal liability on the Partners or their affiliates (other
than in respect of customary carve-outs to exculpation provisions and pledges of
Partnership interests by the Partners in the Partnership).

In the event that the General Partners are not able to arrange for
third party financing to fund the costs of the Woolworth Re-Leasing and/or the
Tower Project, or otherwise in respect of the Partnership's business, as
determined jointly by the General Partners, then each of the Kingston Group and
the NS Group (and each member of each Partner Group) shall be required to fund
its Percentage Interest of any such additional capital that may be required
("ADDITIONAL CONTRIBUTIONS") but only if and to the extent such Additional
Contributions (i) are provided for in the Budget (the "BUDGET") set forth in
Exhibit A or (ii) have been jointly approved by the General Partners. If any
member of a Partner Group shall default in its obligation to make any required
Additional Contributions hereunder (collectively, a "DEFAULTING PARTNER"), and
such default continues for three (3) business days after notice of such default,
then the other Partner Group (collectively the "NON-DEFAULTING PARTNER") may
either (i) fund only its proportionate share (based on its respective Percentage
Interest) of such Additional Contribution or (ii) fund both its and the
Defaulting Partner's proportionate share of such Additional Contribution.
Further, if the Non-Defaulting Partner elects to fund the Defaulting Partner's

Percentage Interest of such Additional Contribution, then such amount may be
funded, at the Non-Defaulting Partner's election, as either (i) an additional
capital contribution or (ii) a loan to the Defaulting Partner on the terms set
forth below (a "PARTNER DEFAULT LOAN"). The following shall apply with respect
to funding Additional Contributions:

1. In the event that the Non-Defaulting Partner elects to fund only
its proportionate share of the Additional Contributions, then the
Percentage Interests of each Partner shall be recalculated to
equal the percentage determined by dividing (a) the aggregate
unreturned capital contributions of such Partner by (b) the
aggregate unreturned capital contributions of all Partners.

2. In the event that the Non-Defaulting Partner elects to fund the
Defaulting Partner's proportionate share of the Additional
Contributions as a Partner Default Loan, then such Non-Defaulting
Partner shall be deemed to have made a loan to the Defaulting
Partner in the amount of such Defaulting Partner's proportionate
share of the Additional Contribution (but such amount shall be
actually funded to the Partnership) on the following terms:

(i) INTEREST RATE: 20% per annum, compounded monthly

(ii) SECURITY: secured by a first lien on the Defaulting
Partner's interest in the Partnership

(iii) TERM: repayable on the earlier to occur of (a) 6 months
following the funding of such Partner Default Loan and (b)
the sale of all or substantially all of the assets of the
Partnership (directly or by a conveyance of interests in the
Partnership) or the sale by either Partner Group of all of
its Partnership Interest in the Partnership (regardless of
whether same is pursuant to a sale or conveyance to a third
party or a sale or conveyance to the other Partner Group
pursuant to section 8, or otherwise).

(iv) PAYMENT TERMS: Interest and principal is payable out of all
distributions by the Partnership to the Defaulting Partner,
as set forth in section 6.4. To the extent that the
Partnership has not made sufficient distributions to pay
current interest on the Partner Default Loan, interest shall
accrue.

3. In the event that the Non-Defaulting Partner elects to fund the
Defaulting Partner's proportionate share of the Additional
Contributions as a capital contribution, then the Percentage
Interest of the Partner Groups shall be recomputed as described
in section 5.3(b).

4. In the event a Non-Defaulting Partner elects to fund the portion
of the Additional Contribution owed by a Non-Defaulting Partner
as an additional capital contribution, then the Partners'
Percentage Interests shall be recomputed as follows:

(i) first, determine the total unreturned capital contributions
made by all Partners, including the amount of the required Additional
Contribution (if any) actually contributed by the Non-Defaulting
Partner;

(ii) then, divide the total unreturned capital contributions
made by the Non-Defaulting Partner, including the amount of the
Additional Contributions (if any) actually contributed by them, by the
amount determined in step (i) to arrive at a percentage number;

(iii) then, subtract from the percentage number determined in
step (ii) the Defaulting Partner's Percentage Interest immediately
prior to the default;

(iv) then, double the amount determined in step (iii); and

(v) then, add the amount determined in step (iv) to the
non-Defaulting Partner Percentage Interest immediately prior to the
default and subtract such amount from 100% to determine the Defaulting
Partner's Percentage Interest (which shall not be below zero).

As an example, if the Kingston Group and the NS Group each made an initial
capital contribution of $100 (none of which was returned), and the General
Partners jointly determined that the Partnership required an additional $20 of
capital which the General Partners agreed should be funded by an Additional
Contribution, but the NS Group failed to fund its Proportionate Share of such
Additional Contribution (i.e., 50.5% of such Additional Contribution, or $10.50)
and the Kingston Group elected to contribute the entire $20 Additional
Contribution, then the Percentage Interests of each Partner Group would be
recalculated as follows:

(i) $120 (the aggregate capital contributions made by the
Kingston Group) divided by $220 (the total unreturned contributions of
all Partners) equals 54.5%;

(ii) 54.5% minus 49.5% (NS Group's Percentage Interest prior
to such default) equals 5%;

(iii) 5.0% times 2 equals 10%;

(iv) 49.5% plus 10% equals 59.5% (the new Percentage
Interest of the Kingston Group); and

(v) 100% minus 59.5% equals 40.5% (the new Percentage
Interest of the NS Group).

(b) As an alternative to and in lieu of funding such Additional
Contribution on behalf of the Defaulting Partner, the following remedies shall
be available to the Non-Defaulting Partner, which may be exercised at any time
within the thirty (30) days following such failure by the Defaulting Partner to
fund such Additional Contribution (i) invoke the buy-sell provisions of section
8.6, or (ii) purchase the Partnership Interests of all Partners in the
Defaulting Partner for an aggregate purchase price equal to its "VALUE" (as
determined in accordance with the rules set forth in section 5.3(c) hereof).

(c) In the event a Non-Defaulting Partner elects to purchase the
Defaulting Partner's Partnership Interest as provided in section 5.3(b) (which
shall be effectuated as a purchase of the Partnership Interest of all of the
Partners which constitute members of such Defaulting Partner's Partner Group),
the Non-Defaulting Partner shall give the Defaulting Partner written notice
thereof, setting forth a specified purchase price and a proposed closing date
not more than 6 months after the date of such notice and a proposed time and
place of closing, which shall be in the Borough of Manhattan, City of New York,
during usual business hours. If the General Partners fail to agree on the
purchase price for the Defaulting Partner's Partnership Interest on or before 15
days after the Non-Defaulting Partner gives the Defaulting Partner written
notice of such election, either General Partner may demand arbitration, in which
event the purchase price for the Defaulting Partner's Partnership Interest shall
be equal to the product of (i) the Defaulting Partner's Percentage Interest
multiplied by (ii) the difference obtained by subtracting the liabilities of the
Partnership from the fair market value of the Property plus any other assets of
the Partnership (without any value being attributed to the goodwill of the
Partnership or its business or other intangible assets or to any tax benefits
that may be realized by the Non-Defaulting Partner as a result of its ownership
of the Defaulting Partner's Partnership Interest, as determined by arbitration
as hereinafter provided. Any such arbitration shall be conducted in accordance
with the Real Estate Valuation Rules of the American Arbitration Association or
any successor thereto that are then in effect. Within 15 days after demand by
one party for arbitration, the General Partners shall each appoint an arbitrator
and notify the other party thereof in writing. Such arbitrator (and any other
arbitrator appointed hereunder, whether by either of the parties or as
hereinafter provided in this subparagraph) shall not be an employee or affiliate
of any Partner or any of their respective affiliates, and shall be a licensed
real estate broker having not less than 15 years' experience in selling
properties similar to, and located in the same market as, the Property. In
default of such appointment, an arbitrator shall be appointed by the American
Arbitration Association or any successor thereto, for and on behalf of the party
in default, upon application of the party not in default, and the party not in
default shall notify in writing the party in default of such appointment. The
two arbitrators shall render their determination of the purchase price for the
Defaulting Partner's Partnership Interest within 30 days after the notification
of appointment of the one of them who is later appointed. The decision of the
two arbitrators shall be final, binding and conclusive on each party and
judgment may be rendered thereon by any court having jurisdiction, upon
application of either party. If the two arbitrators, within 30 days after the
date of notification of appointment of the one of them who is

later appointed, shall be unable to agree upon the purchase price for the
Defaulting Partner's Partnership Interest then the two arbitrators shall, within
15 days after the expiration of such 30 day period, appoint a qualified and
impartial person to act as a third arbitrator. If the two arbitrators shall
fail to appoint such third, impartial arbitrator within such 15 day period,
then, on written application by either party, such third, impartial arbitrator
shall be appointed by the American Arbitration Association, or any successor
thereto. The three arbitrators shall render their decision or decisions within
30 days after the date of the appointment of the third, impartial arbitrator.
The decision of any two of the three arbitrators (or if two of the arbitrators
fail so to agree, then the decision of the third, impartial arbitrator) shall be
final, binding and conclusive on each party and judgment may be rendered thereon
by any court having jurisdiction, upon application of either party. If any
person appointed as arbitrator, other than the third, impartial arbitrator,
shall die, fail to act, resign or become disqualified, the party by or on behalf
of whom such appointment was made shall, within 15 days after notice of such
death, failure to act, resignation or disqualification, appoint a substitute
arbitrator, and, if appointment is not made within such 15 day period, then the
American Arbitration Association, or any successor thereto, shall, upon
application of the party not in default, appoint a substitute arbitrator, and
the party not in default shall notify in writing the party in default of such
appointment. If the third party, impartial arbitrator shall die, fail to act,
resign or become disqualified, his or her substitute shall be appointed by the
American Arbitration Association, or any successor thereto. All arbitration
proceedings shall be held in Boston, Massachusetts. Each party shall pay the
fees and expenses of the arbitrator appointed by or on behalf of such party, and
any other costs of the arbitration proceedings including, without limitation,
the fees and expenses of the third arbitrator, if any, shall be borne equally by
the parties.

(d) For purposes of this section 5.3, each reference to a Defaulting
Partner or a Non-Defaulting Partner shall mean, and be deemed to refer to, each
member of said Partner's Partner Group. To the extent that the Percentage
Interest of a Partner Group is increased or decreased, then the Percentage
Interests of the Partners which are members of the Partner Group shall be
increased or decreased, as the case may be, in proportion to their respective
Percentage Interests.

5.4 No Partner shall be required to restore the amount of any
deficit in its Capital Account to the Partnership. The Partnership shall
indemnify and hold harmless the General Partners, and their agents, affiliates,
and employees from any loss or damage incurred by them by reason of any acts
performed or omitted by them for or on behalf of the Partnership (including any
guaranty of any indebtedness of the Partnership), unless the General Partners or
their agents or employees shall have acted in bad faith or shall have been
guilty of willful misconduct or gross negligence (and provided that the Manager
and the Development Manager (each as hereinafter defined) shall only be
indemnified by the Partnership if and to the extent provided for in the
Management Agreement and the Development Agreement (each as hereinafter
defined).

6. ALLOCATIONS OF PROFIT AND LOSS AND DISTRIBUTIONS.

6.1 (i) For purposes of maintaining the Capital Accounts of the
Partnership, the Net Income and Net Loss with respect to each year shall be
allocated among the Partners in the ratio of their respective Percentage
Interests, except that appropriate adjustments shall be made to the allocations
to the extent that capital contributions after the date hereof are not made in
the ratio of the Partners' respective Percentage Interests.

(ii) Notwithstanding section 6.1(i) hereof, appropriate
adjustments shall be made to the allocations to the extent required to
comply with the "qualified income offset," "minimum gain chargeback,"
"chargeback for nonrecourse debt for which a partner bears a risk of loss"
and any other rules of the Treasury Regulations promulgated pursuant to
section 704(b) of the Code. To the extent permitted by such Treasury
Regulations, the allocations in such year and subsequent years shall be
further adjusted to that the cumulative effect of all the allocations shall
be the same as if all such allocations were made pursuant to section 6.1(i)
hereof with regard to this section 6.1(ii).

(iii) Net income and net loss for income tax purposes shall be
allocated in the same manner as Net Income and Net Loss pursuant to
sections 6.1(i) and 6.1(ii) hereof, except that appropriate adjustments
shall be made to such allocations to the extent required under section
704(c) of the Code and the Treasury Regulations thereunder and sections
1.704-1(b)(2)(iv)(d)(e)(f) and (g) of the Treasury Regulations, using the
traditional method.

6.2 Operating Cash Flow shall be distributed to the Partners within
15 days of the end of each calendar quarter as follows:

(a) first, to the Partners, an amount equal to the then aggregate
unreturned capital contributions (which shall be deemed to mean all
contributions made or deemed to be made to the Partnership by such Partner less
all capital returned to such Partner by the Partnership) in proportion to the
amount of such unreturned capital contributions owed to each, until such
unreturned capital contributions have been fully distributed pursuant to this
section 6.2(a) and section 6.3(a); and

(b) the remainder to the Partners in proportion to their Percentage
Interests.

6.3 Capital Proceeds shall be distributed from time to time as
determined by the General Partners, as follows:

(a) first, to the extent there is any amount described in section
6.2(a) undistributed on the date of distribution, to the Partners in proportion
to the amount of such unreturned capital contributions owed to each; and

(b) the remainder to the Partners in proportion to their Percentage
Interests.

6.4 Notwithstanding anything herein to the contrary, any distribution
to be made to any Partner or Partner Group which is the maker on a Partner
Default Loan shall be deemed distributed to such Partner or Partner Group, as
the case may be, for purposes of this Agreement, but shall be actually paid to
the payee of such Partner Default Loan until such Partner Default Loan, together
with any accrued interest thereon, has been repaid in full.

7. MANAGEMENT OF PARTNERSHIP.

7.1 All decisions and actions on behalf of the Partnership,
including, without limitation, those concerning the improvement, management,
development, redevelopment, financing, or operation of the Property or the
construction of new rental space thereon (including in respect of the Woolworth
Re-Leasing and the construction of the Tower Project), shall, except as provided
for in section 7.2, be made jointly by the General Partners.

7.2 (a) Notwithstanding the provisions of section 7.1 or any other
provision contained herein (but subject to the terms of this section 7.2), upon
the occurrence of a Major Default (as hereinafter defined) by a Partner, the
General Partner which is not a member of the Partner Group whose member
committed the Major Default (the "NDGP") shall become the sole managing General
Partner of the Partnership, at which point the NDGP shall, notwithstanding
anything herein to the contrary (but subject to the provisions of this section
7.2) thereafter have the full and exclusive right to manage and control the
business and affairs of the Partnership and to make all decisions regarding the
business and operations of the Partnership including, without limitation, the
right to sell, finance or transfer any assets of the Partnership without the
consent of any other Partner, and such NDGP shall have all of the rights, powers
and obligations of a sole general partner of a Massachusetts limited
partnership, and, unless otherwise specifically provided, all provisions herein
which require the joint approval of the General Partners shall thereafter be
determined by the NDGP.

(b) The following shall constitute "MAJOR DEFAULTS" by a Partner:

1. if a Partner fails to fund an Additional Contribution when and as
provided for herein and such failure continues after applicable
notice and cure periods;

2. if a Partner transfers, assigns, pledges or otherwise encumbers
its Partnership Interest in violation of section 8;

3. if a Partner defaults in its obligation to purchase or sell its
Partnership Interest, as the case may be, pursuant to section
8.2, 8.3 or 8.6;

4. if a Partner to this Agreement (A) makes a general assignment for
the benefit of its creditors, (B) generally does not pay its
debts as they become

due, (C) admits in writing its inability to pay its debts as they
mature, (D) commences any case, proceeding or other action
seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of
debtors, or seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial
part of its property, or (E) if any case, proceeding or other
action against any such party or general partner shall be
commenced seeking to have an order for relief entered against it
as debtor, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or recomposition of it or its debts
under any law relating to bankruptcy, insolvency, reorganization
or relief of debtors, or seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or
any substantial part of its property, and such case, proceeding
or other action results in the entry of an order for relief
against it which is not dismissed, vacated, set aside or stayed
within one hundred and twenty (120) days thereafter;

5. if a General Partner fails to obtain the consent of the other
General Partner prior to entering into any material agreement or
taking any material action on behalf of the Partnership, or if
any Partner commits a material breach of the terms of this
Agreement, and same is not cured within thirty (30) days after
notice of such default;

6. if any General Partner withdraws or retires from the Partnership
and is not replaced by an Affiliate in accordance with the terms
hereof; or

7. if any General Partner, or the Limited Partner which is a member
of the same Partner Group as such General Partner commits any act
of fraud upon any of the other Partners (to the extent same
relates to the business and affairs of the Partnership) or the
Partnership.

8. if the Manager commits a material default under Section 11.3(a)
of the Management Agreement beyond applicable grace notice and
cure periods.

(c) Notwithstanding the foregoing, the NDGP, if applicable, shall not
have the authority to do any of the following without the consent of the
other Partners:

1. amend, or do any act in contravention of, this Agreement;

2. unless the NDGP has, in its sole discretion, elected to sell
all or substantially all of the assets of the Partnership on terms
that it, in its sole discretion, deems advisable, do any act which
would make it impossible to carry on the business of the Partnership,
or otherwise change the purpose of the Partnership;

3. confess a judgment against the Partnership;

4. possess Partnership property;

5. admit a Person as a Partner, except as provided in this
Agreement;

6. cause the Partnership to enter into any agreement with any
Affiliate of such NDGP unless same is on commercially reasonable
arms-length terms;

7. enter into, modify or amend on behalf of the
Partnership any agreement with Kingston or its affiliates with respect
to the management, leasing and/or development of the Property; or

8. require the Partners to make Additional Contributions.

7.3 The consent of a General Partner to decisions or actions shall be
given by such General Partner only through the representative designated in or
selected pursuant to section 7.6.

7.4 Each General Partner in its capacity as a general partner of the
Partnership shall devote such amount of its time as it, in its sole discretion,
deems necessary to the Partnership business and, except as otherwise provided in
section 7, and shall receive no compensation from the Partnership for its
services. The Partners may engage in or possess an interest in other business
ventures of every nature and description, independently or with others,
including but not limited to the ownership, financing, leasing, operation,
management, syndication, brokerage, and development of real property, whether or
not competitive with the Property, and neither the Partnership nor any Partner,
as such, shall have any rights by virtue of this Agreement in such independent
ventures or to the income or profits derived therefrom. Notwithstanding the
foregoing, (i) no Partner shall acquire any interest in any other "competitive"
(defined below) real property contiguous to the Property (unless the opportunity
to acquire such property shall first have been offered by such Partner to the
Partnership) and, in connection therewith, each Partner represents to the other
Partners that neither such Partner nor, to such Partner's knowledge, any person
or entity which owns a legal or beneficial, direct or indirect, interest in such
Partner owns or has any right to acquire any fee simple, leasehold, or other
interest in any such contiguous real property and (ii) neither the Kingston
Group nor any affiliate of the Kingston Group (including E. Xxxxx Xxxxxxxxxx
("PK") but specifically excluding the owners of limited partnership interests in
Kingston and their affiliates other than PK) shall acquire any interest,
directly or indirectly, in any other "competitive" (defined below) real property
in the so-called downtown financial district of Boston, Massachusetts (other
than Hayward Place on Washington Street in Boston, which is owned by Kingston
Hayward Associates L.P.) during the period (the "Non-Compete Period") ending on
the fifth (5) year anniversary of the date hereof.

Following the expiration of the Non-Compete Period, the Kingston Group
and any Affiliate of the Kingston Group, including, without limitation, PK but
specifically excluding the

owners other than PK of limited partnership interests in the Kingston and their
affiliates shall not acquire any direct or indirect interests in any other
"competitive" real property in the so-called downtown financial district of
Boston, Massachusetts unless the Kingston Group delivers thirty (30) days prior
written notice of such intended acquisition to NSGP, which notice shall specify
all material terms of the proposed acquisition and NSGP shall have such thirty
(30) day period (the "Refusal Period") to exercise a right of first refusal to
participate in such acquisition as a 50% joint venturer of Kingston on
substantially the same terms and conditions set forth in the term sheet. In the
event NSGP elects by written notice to participate in such investment, the
Kingston Group and NSGP shall cooperate in good faith to diligently complete
such investment within a reasonable period of time following NSGP election under
the right of first refusal. If Kingston Group does not close the contemplated
acquisition with respect to its 50% interest for any reason within such
reasonable time period, NSGP shall have the right to acquire the investment on
its own behalf on substantially the same terms and conditions in which Kingston
Group and NSGP jointly intended to acquire such investment. If NSGP does not
close the contemplated acquisition with respect to its 50% interest for any
reason within such time period, or NSGP does not elect to participate in such
acquisition, then the Kingston Group or such Affiliate shall have the right
during the nine (9) month period commencing on the earlier to occur of (i) the
date NSGP notifies the Kingston Group that it will not exercise its rights under
this Section 7.4 and (ii) the date following the expiration of the Refusal
Period, to purchase the investment upon the same material terms contained in the
term sheet. If such nine (9) month period has expired and the Kingston Group
has not purchased the investment, or if the terms upon which the Kingston Group
intends to acquire the investment change in any material respect from those set
forth in the term sheet, the Kingston Group shall not acquire the investment
without re-offering a participation to NSGP in accordance with all of the
provisions of this Section 7.4. "Competitive" as used in this Section 7.4 shall
mean directly competitive commercial office buildings in the downtown financial
district of Boston, Massachusetts or any other real estate investment that will
materially detract from PK's attention to the Property. After the fifth (5)
year anniversary of the date hereof, the definition of "competitive" shall mean
only directly competitive office buildings in the downtown financial district of
Boston, Massachusetts.

7.5 (a) If any Partner shall take any action, incur any obligation,
or make any decision on behalf of the Partnership which has not been jointly
approved by the General Partners, then such General Partner's Partner Group
shall indemnify and hold harmless the other Partners and the Partnership from
and against all losses, expenses, claims, demands, actions, or rights of action
which shall or may arise by virtue thereof (directly or through or by agents,
employees, or other representatives), which remedies shall be in addition to any
other remedies already available to the Partners hereto.

(b) Further, if a General Partner exercises any legal power which
such General Partner may have to dissolve the Partnership without the written
consent of the other General Partner, then it shall be personally liable for any
damage or loss sustained by the other Partners resulting from such exercise.
Notwithstanding anything herein to the contrary, any election to

cause the Partnership to file a voluntary bankruptcy proceeding or otherwise
declare itself bankrupt or incapable of paying its debts, or to consent to the
filing of an involuntary bankruptcy proceeding, shall require the unanimous
approval of the General Partners unless one General Partner is the NDGP, in
which event any such election may be made by the NDGP.

7.6 To facilitate and control the administration of the Partnership
and the conduct of its business, the General Partners shall act exclusively
through designated representatives. The General Partners hereby designate the
following persons as their sole respective representatives for such purposes
(including for the purpose of giving consent under section 7.1 on behalf of the
General Partner which designated such person):

PARTNER REPRESENTATIVE
------- --------------

Kingston E. Xxxxx Xxxxxxxxxx
NS Xxxxx Xxxxxxxx or Xxxxx Xxx

Any General Partner may substitute or replace a representative (without the
consent of the other Partners) upon written notice to the other General Partner.

7.7 The Partnership shall reimburse each General Partner for the
amount of its reasonable out-of-pocket disbursements incurred in the operation
of the Property, including travel expenses to and from the Property.

7.8 The General Partners may make loans on commercial reasonable
terms to the Partnership, for purposes of reasonable working capital and similar
needs, provided the terms are mutually agreed upon by the General Partners.

8. DISPOSITION OF PARTNERSHIP INTERESTS AND BUY-SELL DISPUTE RESOLUTION.

8.1 Except as otherwise provided herein, no Partner shall sell,
assign, mortgage, pledge, or otherwise encumber or transfer all or any part of
its interest in the Partnership, except to another Partner, or withdraw as a
partner of the Partnership, without the prior written consent of all the General
Partners, provided, however, that interests in the Partnership may be pledged or
encumbered to secure loans to the Partnership or otherwise.

8.2 The following provisions shall apply with respect to the sale of
all of a Partner's Partnership Interest.

(a) If the General Partner of a Partner Group (such Partner Group,
the "OFFEREE PARTNER") shall have received a bona fide offer (an "OFFER") in
writing, signed by an unaffiliated third party offeror (the "OFFEROR"), to
purchase all of such Offeree Partner's Partnership Interest, which Offer sets
forth all economic and other material business terms, including the purchase
price therefor and is accompanied by a good certified or bank cashier's check
equal to 10% of the purchase price offered as a deposit with respect thereto,
then a true

copy of such Offer shall be forwarded to the General Partner of the other
Partner Group (such other Partner Group, the "REMAINING PARTNER") and the
provisions of this section shall apply. The Remaining Partner shall have the
right, to be exercised by written notice to the Offeree Partner within 60 days
after the receipt of a copy of the Offer, to elect to purchase the Offeree
Partner's Partnership Interest upon the same terms and conditions as are
contained in the Offer (except as provided in the next sentence hereof), in
which event such remaining Partner shall deliver to the Offeree a deposit equal
to 5% of the purchase price (for purposes of calculating the amount of such
deposit, the purchase price shall be deemed to include the Offeree Partner's
allocable share of any indebtedness of the Partnership), which shall be held in
escrow by counsel for the Offeree. The notice of acceptance from the Remaining
Partner shall set the closing date for the consummation of the transaction,
which shall be no later than 6 months from the mailing of such acceptance, and
shall also set forth the time and place of closing, which shall be in the
Borough of Manhattan, City of New York, during usual business hours. If the
Remaining Partner does not send a notice of acceptance to the Offeree Partner
within the prescribed time, then the Offeree Partner shall have the right to
sell its Partnership Interest to the Offeror, provided that such sale is
consummated within 60 days after the above-described 60-day period and provided,
further, that such sale is made strictly in accordance with the terms of the
Offer and on no more favorable terms to the Offeror.

(b) If the Remaining Partner shall send a notice of acceptance of the
Offer and shall fail to consummate the purchase of the Offeree Partner's
Partnership Interest on the closing date (unless such failure is caused by a
wrongful act or omission or a failure of performance by the Offeree Partner or
any member of its Partner Group), the Offeree Partner shall have all remedies
against such Remaining Partner (a "DEFAULTING REMAINING PARTNER") as are
available at law or in equity.

(c) If an Offeror acquires an Offeree Partner's entire Partnership
Interest, upon the assignment of the Offeree Partner's Partnership Interest to
the Offeror, such Offeror shall be admitted as a partner in the Partnership
(with the same Partnership Interests transferred by such Offeree Partner) and
the Offeror and the Remaining Partner shall execute and deliver such documents
as shall be required to effectuate such admission. Such assignment and
admission shall not cause a dissolution of the Partnership, which shall continue
without interruption upon the same terms and conditions as are contained in this
Agreement, except that the Offeror shall succeed to the rights and obligations
of the Offeree Partner with respect to the Partnership Interest so assigned to
such Offeror. Notwithstanding any provision of this section 8.2 to the
contrary, no Partner shall have the right to accept or negotiate an Offer (i)
prior to December 31, 1999; or (ii) if an offer under this section 8.2 or
section 8.6 is already outstanding. Any attempt by any Partner to do so shall
be null and void ab initio (provided that if a Major Default occurs, the NDGP
may exercise its rights under this section at any time thereafter).

8.3 Except as provided in the following sentence, the provisions of
section 8.2 shall apply with respect to the sale or other disposition, in whole
or in part, of direct or indirect interests in any Partner provided that all
references in section 8.2 (i) the "OFFEREE PARTNER" shall be deemed to mean and
refer to the direct or indirect holder of such interest in a Partner and
(ii) the "PARTNERSHIP" shall be deemed to mean and refer to such Partner.
Notwithstanding any provision of this section 8.3 to the contrary, the sale or
other disposition, in whole or in part, of

direct or indirect limited partnership or non-managing membership interests
other than those of PK or persons or entities controlled by PK, as the case may
be, in Kingston shall not be subject to the provisions of section 8.2 or this
section 8.3.

8.4 Any attempted sale or other disposition of the interest of a
Partner in the Partnership or of an interest in a Partner in violation of the
terms of this section 8 shall be null and void. Except as permitted pursuant to
Section 8.5, no Partner may transfer its Partnership Interest in the Partnership
in whole or in part until December 31, 1999. Further, no Partner may transfer
its Interest in whole or in part if such transfer would cause a termination of
the Partnership under Code section 708(b)(1)(B).

8.5 Notwithstanding anything herein to the contrary, Kingston may, at
any time, reconstitute itself as a limited liability company, provided it
reaffirms its obligations under this Agreement, and Kingston and NSLP may, at
any time, (a) transfer direct or indirect interests in the Partnership to their
respective Affiliates (provided that, upon the transfer of less than all of a
Partner's Partnership Interest to an Affiliate, such Affiliate shall only have a
beneficial right to receive Partnership distributions, but shall not be entitled
to become a Partner in the Partnership) or (b) transfer limited or non-managing,
as the case may be, and non-controlling interests in Kingston or NSLP, as the
case may be, to unaffiliated third parties (provided that, in the event of a
transfer of an interest in Kingston, E. Xxxxx Xxxxxxxxxx shall continue to
control Kingston as general partner or manager of Kingston and, in the event of
a transfer of an interest in NSLP; the existing principals of NSLP shall
continue to control NSLP as the indirect owners of NSLP, unless, in either case
such interest is first offered to the Remaining Partner as provided in section
8.3 hereof). Notwithstanding anything contained herein to the contrary,
Kingston, NSLP and NSGP may pledge their interests herein to an institutional
lender and, upon such lender's exercise of its remedies under its loan
documents, such lender or the successful bidder at a UCC sale shall succeed to
the interests of Kingston, NSLP and NSGP, as the case may be. "AFFILIATE" of a
person or entity shall mean a person or entity directly or indirectly
controlling, controlled by, or under common control with such first person or
entity.

8.6 At any time, either General Partner on behalf of the Partner
Group in which it is a member (collectively, the "OFFEROR") shall have the right
to offer (by written notice, setting forth a proposed closing date more than 120
days and less than 6 months after the date of such notice and a proposed time
and place of closing, which shall be in the Borough of Manhattan, City of New
York, during usual business hours) to purchase the Partnership Interests of the
other Partner Group (collectively, the "OFFEREE") for a specified purchase
price, in which event, on the stated closing date and at the stated time and
place, the Offeree shall, at its election, either (i) sell its Partnership
Interest to the Offeror pursuant to such offer or (ii) purchase the Partnership
Interest of the Offeror at the same price that was offered by the Offeror (but,
if the Percentage Interest of the Offeror shall be different from that of the
Offeree, the price at which the Offeree shall be required to purchase the
Partnership Interest of the Offeror shall equal the product of the price
specified by the Offeror multiplied by a fraction, the numerator of which is the
Percentage Interest of the Offeror and the denominator the Percentage Interest
of the Offeree). In either event, the Partner Group which is purchasing the
other Partner Group's Partnership Interest (the

"PURCHASER") shall, as a condition to closing, obtain the release of the
selling Partner Group (the "SELLER") (and the Sellers' affiliates) from all
guarantees and/or indemnities with respect to Partnership obligations. The
Purchaser may purchase the Partnership Interest of the Seller pursuant to clause
(ii) of the second preceding sentence only if the Purchaser, within sixty (60)
days after receipt of notice of the offer from the Offeror, shall have given
written notice of its intention to purchase, accompanied by a deposit equal to
5% of the purchase price for the Seller's Partnership Interest (for purposes of
calculating the amount of such deposit, the purchase price shall be deemed to
include the Seller's allocable share of any indebtedness of the Partnership),
which shall be held in escrow by counsel for the Seller. In the event that
Purchaser defaults with respect to its obligation to purchase the Seller's
Partnership Interest at a time when the Seller is otherwise ready, willing and
able to perform (it being understood that the failure to satisfy the condition
regarding releases set forth in the second preceding sentence shall not
constitute a Purchaser default), then Seller may retain such deposit as
liquidated damages. In the event that the Seller defaults with respect to its
obligation to sell its Partnership Interest at a time when Purchaser is
otherwise ready, willing and able to perform then Purchaser may seek any
remedies available at law, including the right to seek specific performance.
Notwithstanding any other provision of this section 8.6 to the contrary, no
Partner shall have the right to deliver an offer to purchase any other Partner's
Partnership Interest pursuant to this section 8.6 (i) prior to December 31,
1999, or (ii) if an offer under this section 8.6 or section 8.2 is already
outstanding, and any attempt by any Partner to do so shall be null and void AB
INITIO (provided that if a Major Default occurs, the NDGP may exercise its
rights under this section at any time thereafter).

9. RETENTION OF KINGSTON AND/OR ITS AFFILIATES.

NS hereby consents to the Partnership entering into (i) that certain
Management and Leasing Agreement (the "Management Agreement") with Kingston
Realty Advisors LLC ("Manager") and (ii) that certain Development Agreement (the
"Development Agreement") with Kingston Construction Company LLC (the
"Development Manager") simultaneously with the execution hereof.

10. RECONSTITUTION.

10.1 The occurrence of an event described in Section 23 of the Act
with respect to a Partner or any other event causing a Partner to cease to be a
partner ("EVENT REQUIRING RECONSTITUTION") shall not cause a dissolution of the
Partnership (provided same may still constitute a Major Default). Upon the
occurrence of an Event Requiring Reconstitution, the Partnership shall be
immediately reconstituted on the terms contained in this Agreement between the
legal successor in interest to the Partner with respect to whom the Event
Requiring Reconstitution occurred and the remaining Partners.

10.2 Upon the occurrence of an Event Requiring Reconstitution with
respect to a Partner, the legal successor in interest of such Partner shall,
within 60 days afterward, be admitted to the Partnership in place of the Partner
with respect to whom the Event Requiring

Reconstitution occurred (as a General Partner or a Limited Partner, as the case
may be), subject to the terms of this Agreement.

11. RECORDS AND ACCOUNTS.

11.1 Complete and accurate records of all transactions of the
Partnership shall be maintained at all times and each Partner shall cause to be
recorded in such records all of its transactions on behalf of the Partnership.

11.2 The records of the Partnership shall be maintained at the
principal office of the Partnership or at such other place or places as may be
determined by the General Partners. Each Partner shall, at all reasonable times
during normal business hours, have access to and may inspect and copy any
Partnership records.

11.3 The taxable year and fiscal year of the Partnership shall be the
calendar year (unless the Partnership is required by the Code or Treasury
Regulations to use some other taxable year).

11.4 Unaudited quarterly statements for each calendar quarter shall be
submitted to each Partner within 45 days after the end of such quarter. Within
60 days after the end of each year, financial statements, including a balance
sheet and profit and loss statement, shall be submitted to each of the Partners,
together with a separate report for each partner showing its share of the income
or loss of the Partnership for Federal income tax purposes. The financial
statements shall be prepared by Imowitz Xxxxxx & Co., L.L.P. or such accountant
or accountants as may be selected by the General Partners.

11.5 All funds received by the Partnership shall be deposited in a
bank account or accounts in the name of the Partnership. Checks drawn on any
Partnership account shall be signed with the firm name by such person or persons
as shall be determined from time to time by the joint approval of the General
Partners.

11.6 Unless changed by the joint approval of the General Partners,
Kingston shall act as the tax matters partner of the Partnership pursuant to
section 6231(a)(7) of the Code for all years since the formation of the
Partnership.

11.7 The Partnership hereby elects to be treated as a partnership
under the so called "check-the-box" provisions of the Code.

12. DISSOLUTION.

Upon the dissolution of the Partnership, a statement shall be prepared
by the Partnership's accountants and submitted to the Partners promptly, setting
forth the assets and liabilities of the Partnership as of the date of
dissolution. All real property of the Partnership shall be sold as promptly
thereafter as practicable without undue sacrifice and the net proceeds thereof

and the other assets of the Partnership shall be applied and distributed in the
following order of priority:

(a) first, to the payment of the expenses of liquidation;

(b) then, to the payment of the debts and liabilities of the
Partnership;

(c) then, to the setting up of any reserves which the General Partners
may deem necessary for any contingent or unforeseen liabilities or obligations
of the Partnership, which reserves may be paid over the Partners to an escrow
agent, to be held by him for the purpose of disbursing such reserves to meet any
of the aforementioned contingencies and the payment of his fees as escrowee,
and, at the expiration of such period as a Majority in Interest of the Partners
shall deem advisable, the balance of which, if any, thereafter remaining shall
be distributed in the manner described in sections (d) and (e); and

(d) then, to the Partners in the amount set out in section 6.3(a); and

(e) the remainder to the Partners in the amounts set forth in section
6.3(b).

13. NOTICES.

Any notices or offer required or desired to be given pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered or mailed by registered or certified mail, postage prepared and return
receipt requested, to the Partners at the addresses set forth at the beginning
of this Agreement with a copy to (i) Battle Xxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxxxx, Esq., in the case of NS;
and (ii) Xxxxxxxx & X'Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxx in the case of Kingston, or to such other address as
any Partner may have furnished to the other in writing in accordance herewith.
All notices and offers shall be deemed received on the date of delivery or, if
mailed, on the date appearing on the return receipt.

14. MISCELLANEOUS.

14.1 The paragraph and section headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

14.2 This Agreement contains the entire understanding between Kingston
and NS with respect to its subject matter and supersedes all prior agreements
and understandings between them with respect to such subject matter. This
Agreement may be amended only by a written instrument duly executed by the
parties hereto.

14.3 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts.

14.4 This Agreement shall be binding upon and inure to the benefit of
the parties signatory hereto and their successors and assigns.

14.5 If the amount paid by any Partner Group (the "FIRST PARTNER"),
and the direct and indirect partners in, or affiliates of, the First Partner, by
reason of any liability said parties may have with respect to any obligations of
the Partnership to Chase Manhattan Bank or any other lender to the Partnership,
their successors and assigns, shall exceed the product of (1) the amounts so
paid by both Partner Groups and the direct and indirect partners therein by
reason of such personal liability multiplied by (2) the First Partner's then
Percentage Interest, the other Partner Group shall pay to the First Partner the
excess amount on demand, with interest thereon at 20% per annum, failing which
said non-paying Partner Group hereby irrevocably authorizes the Partnership to
pay said amounts to the First Partner from any and all available cash otherwise
distributable to the non-paying Partner Group or any of its constituent
Partners.

14.6 "Time shall be of the essence" with respect to the time periods
set forth in section 8.

14.7 The obligations of the members of each Partner Group are joint
and several in all respects. Accordingly, any reference to a Partner Group
shall be deemed to refer to both members of such Partner Group. Further, each
General Partner may bind the Limited Partner which is a member of its Partner
Group on any matter, and any Partner herein may rely upon the approval or
decision of a General Partner as binding upon the Limited Partner which is a
member of the Partner Group in which it is a member.

14.8 Notwithstanding anything to the contrary contained in this
Agreement, no recourse shall be had for the payment of any loans or other
payments due or for any other claim under this Agreement or based on the failure
of performance or observance of any of the terms and conditions of this
Agreement against any Partner, any Affiliate of any Partner or any principal,
partner, member, shareholder, controlling person, officer, director, agent or
employee of any of the aforesaid persons or any of their respective assets other
than such Partner's interest in the Partnership or assets of the Partnership to
which such Partner is entitled under any rule of law, statute or constitution,
or by the enforcement of any assessment or penalty, or otherwise, nor shall any
of such persons be personally liable for any contributions, loans, payments or
claims, or personally liable for any deficiency judgment based thereon or with
respect thereto, it being expressly understood that the sole remedies of the
Partnership or any other Partner with respect to such amounts and claims shall
be against such interest in the Partnership and the assets of the Partnership to
which such Partner is entitled and as otherwise expressly set forth in this
Agreement, and that all such liability of the aforesaid persons, except as
expressly provided in this section, is expressly waived and released as a
condition of, and as consideration for, the execution of this Agreement and the
admission of each Partner to the Partnership; provided, however, that nothing
contained in this Agreement (including, without limitation, the provisions of
this section), (a) shall constitute a waiver of any obligation of a Partner
under this Agreement, (b) shall be taken to prevent recourse to and the
enforcement against such Partnership interest and the assets of the Partnership
to which such Partner is entitled for all of the respective liabilities,
obligations, and

undertakings of the aforesaid persons contained in this Agreement, (c) shall be
taken to prevent recourse to and the enforcement against (i) a transferring
Partner of its liabilities, obligations and undertakings contained in any
instrument of assignment or indemnity delivered in connection with such transfer
(but such recourse shall be limited to the proceeds received by such
transferring Partner in connection with such assignment or transfer) or (ii) any
security delivered by any of the aforesaid persons pursuant to this Agreement,
or (d) shall be taken to limit or restrict any action or proceeding against any
of the aforesaid persons which does not seek damages or a money judgment or does
not seek to compel payment of money (or the performance of obligations which
would require the payment of money) by any of the aforesaid persons.

15. COOPERATION. The parties hereto agree that they will reasonably
cooperate to restructure the ownership and operation of the Partnership and the
Property if necessary in order to comply with VCOC, REOL and REIT requirements
under the Internal Revenue Code of 1986, as amended, including, without
limitation, the manner of operation of any parking facilities located on the
Property provided same does not adversely affect the economics, tax position,
control or governance rights or other material element of the parties' bargain,
and provided, further, that any costs associated with such restructuring and any
incremental costs to the Partnership associated therewith shall be borne solely
by the NS Group.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year above written.

NORTHSTAR WASHINGTON STREET, LLC

By: /s/ Xxxxx Xxx
---------------------------
Xxxxx Xxx
authorized person

NORTHSTAR WASHINGTON STREET II, LLC

By: /s/ Xxxxx Xxx
---------------------------
Xxxxx Xxx
authorized person

KINGSTON WASHINGTON ASSOCIATES
LIMITED PARTNERSHIP

By: /s/ E. Xxxxx Xxxxxxxxxx
-------------------------------------
General Partner

EXHIBIT A

Property Description

EXHIBIT B

Deemed Initial Capital
Contributions and Initial
Initial Percentage Restated Capital
General Partners Interest Account Balance

A. Kingston Washington Associates 1% $ 151,515.15
Limited Partnership

B. NorthStar Washington Street, LLC 1% $ 151,515.15

Limited Partners

A. Kingston Washington Associates 48.5% $7,348,484.85
Limited Partnership

B. NorthStar Washington
Street II, LLC 49.5% $7,500,000.00

TABLE OF CONTENTS

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1. Continuation, Name, and Certificate.. . . . . . . . . . . . . . . . . . .2

2. Purpose.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

3. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

4. Principal Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

5. Capital Accounts, Capital Contributions, Loans, and
Percentage Interests. . . . . . . . . . . . . . . . . . . . . . . . . . .3

6. Allocations of Profit and Loss and Distributions. . . . . . . . . . . . 11

7. Management of Partnership.. . . . . . . . . . . . . . . . . . . . . . . 12

8. Disposition of Partnership Interests. . . . . . . . . . . . . . . . . . 16

9. Retention of Kingston and/or its Affiliates . . . . . . . . . . . . . . 19

10. Reconstitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

11. Records and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . 19

12. Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

13. Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

14. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

XXXXX-XXXX ASSOCIATES, L.P.

PROJECTED FINANCIAL STATEMENTS - 1998

ASSUMPTIONS
-----------

1. Woolworth gives up second and third floors beginning April 1, 1998.

2. Revised rent for Woolworth on groud floor is $225,000 on an annual basis.

3. Woolworth is paid $3,500,000 to give up second and third floors on April 1,
1998.

4. All construction and administration to renovate second and third floors
will cost $6,500,000 during June through November 1998.

5. In connection with their reduced tenancy, Woolworth pays 25% of operating
costs and real estate taxes instead of the present 45.92%.

6. There is no income from the new floors until February 1, 1999.

7. Xxxxxx percentage rent continues to rise in the same ratio as 1996
($802,524) to 1997 ($873,171), or 8.8%.

XXXXX-XXXX ASSOCIATES, L.P.
PROJECTED STMT OF ASSETS, LIABILITIES AND PARTNERS' (DEFICIT)
INCOME TAX BASIS - AS OF DECEMBER 31, 1998
UNAUDITED
---------

Dec 31, '98
---------------

ASSETS
Current Assets
Checking/Savings
Cash in Bank 800,000.00
-------------
Total Checking/Savings 800,000.00

Accounts Receivable
Due from Tenants 300,000.00
-------------
Total Accounts Receivable 300,000.00
-------------

Total Current Assets 1,100,000.00

Fixed Assets
Real Estate 22,040,000.00
-------------
Total Fixed Assets 22,040,000.00

Other Assets
Def'd Financing Costs 172,622.00
Deferred Leasing Costs 3,470,035.00
Prepaid Expenses & Other 20,000.00
-------------
Total Other Assets 3,662,657.00
-------------
TOTAL ASSETS 26,802,657.00
=============
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable 35,000.00
-------------
Total Accounts Payable 35,000.00
-------------
Total Current Liabilities 35,000.00

Long Term Liabilities
Construction Loan 9,500,000.00
Guaranteed Payment to Partners 1,879,166.00
Loan Payable-Land 0.00
Mortgage Payable 20,050,000.00
-------------
Total Long Term Liabilities 31,429,166.00
-------------
Total Liabilities 31,464,166.00

Equity
Partners' Capital (4,661,509.00)
-------------
Total Equity (4,661,509.00)
-------------

TOTAL LIABILITIES & EQUITY 26,802,657.00
=============

XXXXX-XXXX ASSOCIATES, L.P.
PROJECTED STATEMENT OF REVENUE AND EXPENSES-INCOME TAX BASIS
JANUARY THROUGH DECEMBER 1998
UNAUDITED
---------

Jan - Dec '98
-----------------

Ordinary Income/Expense
Income
Base Rental Income 2,058,657.90
Operating 46,050.00
Percentage Rent 960,000.00
Real Estate Taxes 822,119.72
Utilities 83,400.00
--------------
Total Income 3,970,227.62

Expense
Administrative Expenses 311,412.00
Real Estate Tax Expense 966,119.72
Utilities Expense 93,600.00
400 - Operating Expenses 97,800.00
414 - Water & Sewer Charges 23,079.96
460 - Interest Expense 1,730,000.00
595 - Amortization Expense 230,000.04
596 - Depreciation Expense 699,999.96
--------------
Total Expense 4,152,011.68
--------------

Net Ordinary Income (181,784.06)

Other Income/Expense
Other Income
630 - Interest Income 6,000.00
--------------
Total Other Income 6,000.00

Other Expense
Lease Renegotiation 3,500,000.00
WOOLWORTH RENOVATIONS 6,499,999.98
OFFICE TOWER CONSTRUCTION 2,691,754.00
--------------
Total Other Expense 12,691,753.98
--------------
Net Other Income (12,685,753.98)
--------------
Net Income (12,867,538.04)
==============

XXXXX-XXXX ASSOCIATES, L.P.
PROJECTED STATEMENT OF REVENUE AND EXPENSES-INCOME TAX BASIS
JANUARY THROUGH DECEMBER 1998
UNAUDITED
---------

--------------- --------------- --------------- --------------- ---------------
Jan '98 Feb '98 Mar '98 Apr '98 May '98
--------------- --------------- --------------- --------------- ---------------

Ordinary Income/Expense
Income
Base Rental Income 188,742.32 188,742.32 188,742.32 165,825.66 165,825.66
Operating 0.00 0.00 6,450.00 0.00 0.00
Percentage Rent 0.00 0.00 10,000.00 0.00 0.00
Real Estate Taxes 174,593.31 25,593.31 25,593.31 122,593.31 25,593.31
Utilities 0.00 0.00 20,850.00 0.00 0.00
-------------- -------------- -------------- -------------- --------------
Total Income 363,335.63 214,335.63 251,635.83 288,418.97 191,418.97

Expense
Administrative Expenses 27,451.00 25,201.00 25,201.00 27,451.00 25,201.00
Real Estate Tax Expense 171,593.31 25,593.31 25,593.31 171,593.31 25,593.31
Utilities Expense 0.00 0.00 23,400.00 0.00 0.00
400 - Operating Expenses 0.00 0.00 7,950.00 0.00 0.00
414 - Water & Sewer Charges 1,923.33 1,923.33 1,923.33 1,923.33 1,923.33
460 - Interest Expense 142,000.00 142,000.00 142,000.00 142,000.00 142,000.00
595 - Amortization Expense 19,166.67 19,166.67 19,166.67 19,166.67 19,166.67
596 - Depreciation Expense 58,333.33 58,333.33 58,333.33 58,333.33 58,333.33
-------------- -------------- -------------- -------------- --------------
Total Expense 420,467.64 272,217.64 303,567.64 420,467.64 272,217.64
-------------- -------------- -------------- -------------- --------------

Net Ordinary Income (57,132.01) (57,882.01) (51,932.01) (132,048.67) (80,796.67)

Other Income/Expense
Other Income
630 - Interest Income 500.00 500.00 500.00 500.00 500.00
-------------- -------------- -------------- -------------- --------------
Total Other Income 500.00 500.00 500.00 500.00 500.00

Other Expense
Lease Renegotiation 0.00 0.00 0.00 3,500,000.00 0.00
WOOLWORTH RENOVATIONS 0.00 0.00 0.00 0.00 0.00
OFFICE TOWER CONSTRUCTION 246,917.00 246,917.00 246,917.00 246,917.00 246,917.00
-------------- -------------- -------------- -------------- --------------
Total Other Expense 246,917.00 246,917.00 246,917.00 3,746,917.00 246,917.00
-------------- -------------- -------------- -------------- --------------
Net Other Income (246,417.00) (246,417.00) (246,417.00) (3,746,417.00) (246,417.00)
-------------- -------------- -------------- -------------- --------------
Net Income (303,549.01) (304,299.01) (294,349.01) (3,878,466.67) (327,216.67)
============== ============== ============== ============== ==============

---------------
Jun '98
---------------

Ordinary Income/Expense
Income
Base Rental Income 165,825.66
Operating 4,200.00
Percentage Rent 0.00
Real Estate Taxes 25,593.31
Utilities 20,850.00
--------------
Total Income 216,466.97

Expenses
Administrative Expenses 25,201.00
Real Estate Tax Expense 25,593.31
Utilities Expense 23,400.00
400 - Operating Expenses 7,950.00
414 - Water & Sewer Charges 1,923.33
460 - Interest Expense 142,000.00
595 - Amortization Expense 19,166.67
596 - Depreciation Expense 58,333.33
--------------
Total Expense 303,567.64
--------------

Net Ordinary Income (87,098.67)

Other Income/Expense
Other Income
630 - Interest Income 500.00
--------------
Total Other Income 500.00

Other Expense
Lease Renegotiation 0.00
WOOLWORTH RENOVATIONS 1,063,333.33
OFFICE TOWER CONSTRUCTION 208,167.00
--------------
Total Other Expense 1,291,500.33
--------------
Net Other Income (1,291,000.33)
--------------
Net Income (1,378,099.00)
==============

XXXXX-XXXX ASSOCIATES, L.P.
PROJECTED STATEMENT OF REVENUE AND EXPENSES-INCOME TAX BASIS
JANUARY THROUGH DECEMBER 1998
UNAUDITED
---------

--------------- --------------- --------------- --------------- ---------------
Jul '98 Aug '98 Sep '98 Oct '98 Nov '98
--------------- --------------- --------------- --------------- ---------------

Ordinary Income/Expense
Income
Base Rental Income 165,825.66 165,825.66 165,825.66 165,825.66 165,825.66
Operating 0.00 0.00 4,200.00 0.00 27,000.00
Percentage Rent 0.00 0.00 0.00 950,000.00 0.00
Real Estate Taxes 122,593.31 25,593.31 25,593.31 122,593.31 25,593.31
Utilities 0.00 0.00 20,850.00 0.00 0.00
-------------- -------------- -------------- -------------- --------------
Total Income 288,418.97 191,418.97 216,488.97 1,238,418.97 218,418.97

Expense
Administrative Expenses 27,451.00 25,201.00 25,201.00 27,451.00 25,201.00
Real Estate Tax Expense 171,593.31 25,593.31 25,593.31 171,593.31 25,593.31
Utilities Expense 0.00 0.00 23,400.00 0.00 0.00
400 - Operating Expenses 0.00 0.00 7,950.00 66,000.00 0.00
414 - Water & Sewer Charges 1,923.33 1,923.33 1,923.33 1,923.33 1,923.33
460 - Interest Expense 168,000.00 142,000.00 142,000.00 142,000.00 142,000.00
595 - Amortization Expense 19,166.67 19,166.67 19,166.67 19,166.67 19,166.67
596 - Depreciation Expense 58,333.33 58,333.33 58,333.33 58,333.33 58,333.33
-------------- -------------- -------------- -------------- --------------
Total Expense 446,467.64 272,217.64 303,567.64 486,467.64 272,217.64
-------------- -------------- -------------- -------------- --------------

Net Ordinary Income (158,048.67) (80,796.67) (87,098.67) 751,951.33 (53,796.67)

Other Expense
Lease Renegotiation 0.00 0.00 0.00 0.00 0.00
WOOLWORTH RENOVATIONS 1,083,333.33 1,083,333.33 1,083,333.33 1,083,333.33 1,083,333.33
OFFICE TOWER CONSTRUCTION 208,167.00 208,167.00 208,167.00 208,167.00 208,167.00
-------------- -------------- -------------- -------------- --------------
Total Other Expense 1,291,500.33 1,291,500.33 1,291,500.33 1,291,500.33 1,291,500.33
-------------- -------------- -------------- -------------- --------------
Net Other Income (1,291,000.33) (1,291,000.33) (1,291,000.33) (1,291,000.33) (1,291,000.33)
-------------- -------------- -------------- -------------- --------------
Net Income (1,449,049.00) (1,371,799.00) (1,378,099.00) (539,049.00) (1,344,799.00)
============== ============== ============== ============== ==============

---------------
Dec '98
---------------

Ordinary Income/Expense
Income
Base Rental Income 165,825.66
Operating 4,200.00
Percentage Rent 0.00
Real Estate Taxes 100,593.31
Utilities 20,850.00
--------------
Total Income 291,468.97

Expenses
Administrative Expenses 25,201.00
Real Estate Tax Expense 100,593.31
Utilities Expense 23,400.00
400 - Operating Expenses 7,950.00
414 - Water & Sewer Charges 1,923.33
460 - Interest Expense 142,000.00
595 - Amortization Expense 19,166.67
596 - Depreciation Expense 58,333.33
--------------
Total Expense 378,567.64
--------------

Net Ordinary Income (87,098.67)

Other Income/Expense
Other Income
630 - Interest Income 500.00
--------------
Total Other Income 500.00

Other Expense
Lease Renegotiation 0.00
WOOLWORTH RENOVATIONS 0.00
OFFICE TOWER CONSTRUCTION 208,167.00
--------------
Total Other Expense 208,167.00
--------------
Net Other Income (207,667.00)
--------------
Net Income (294,765.67)
==============

XXXXX-XXXX ASSOCIATES, L.P.
PROJECTED STATEMENT OF REVENUE AND EXPENSES-INCOME TAX BASIS
JANUARY THROUGH DECEMBER 1998
UNAUDITED
---------

TOTAL
-----------------
Jan - Dec '98
-----------------

Ordinary Income/Expense
Income
Base Rental Income 2,058,657.90
Operating 46,050.00
Percentage Rent 960,000.00
Real Estate Taxes 822,119.72
Utilities 83,400.00
--------------
Total Income 3,970,227.62

Net Ordinary Income (181,784.06)

Other Income/Expense
Other Income
630 - Interest Income 6,000.00
--------------
Total Other Income 6,000.00

XXXXX-XXXX ASSOCIATES LIMITED PARTNERSHIP

PROJECTED STATEMENT OF CASH FLOWS - INCOME TAX BASIS
YEAR ENDED DECEMBER 31, 1998
UNAUDITED

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income $ 303,216
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operating Activities:

Depreciation 700,000
Amortization and Write Off of Financing Costs 30,000
Amortization of Deferred Leasing Costs 200,000

Changes in Operating Assets and Liabilities:
Decrease in Due from Tenants
(Increase) Decrease in Prepaid Expenses
Decrease in Accrued Expenses (15,674)
-----------

NET CASH PROVIDED BY OPERATING ACTIVITIES 1,217,542
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Property and Tenant Improvements (9,000,000)
Deferred Leasing Costs
Construction and Tenants Costs Payable 2,458
-----------

NET CASH (USED IN) INVESTING ACTIVITIES (8,997,542)
-----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Partners' Distributions (500,000)
Principal Repayment of Loan Payable - Land (20,000)
Partners' Contributions
Mortgage Principal Repayments (500,000)
Financing Costs
Proceeds from Construction Financing 9,000,000
-----------

NET CASH PROVIDED BY FINANCING ACTIVITIES 7,980,000
-----------
NET INCREASE IN CASH 200,000

CASH AT BEGINNING OF THE YEAR 600,000
-----------
CASH AT END OF THE YEAR $ 800,000
===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 2,000,000
===========

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Table of Contents

Exhibit 10.13 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FRANK-KING ASSOCIATES LIMITED PARTNERSHIP This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Frank-King Associates Limited Partnership (this "AGREEMENT"), made as...

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