SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION


           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. )


Filed by the Registrant |X|

Filed by a Party Other than the Registrant |_|

Check the appropriate box:


|_| Preliminary Proxy Statement     |_| Confidential, for Use of the Commission
                                        Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material under Rule 14a-12


                        Franklin Street Properties Corp.
        (formerly known as Franklin Street Partners Limited Partnership)
                (Name of Registrant as Specified In Its Charter)


              ----------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

|_|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

            (i)   Title of each class of securities to which transaction
                  applies:


            (ii)  Aggregate number of securities to which transaction applies:


            (iii) Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (Set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):




            (iv)  Proposed maximum aggregate value of transaction:


            (v)   Total fee paid:


|*|   Fee paid previously with preliminary materials.

             *
----------------------------------------------------

|_|   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.

(1)   Amount Previously Paid:

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

(2)   Form, Schedule or Registration Statement No.:

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

(3)   Filing Party:

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

(4)   Date Filed:

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

*     Franklin Street Properties Corp. previously paid the Commission a fee of
      $73,750 upon the filing of its preliminary proxy statement on January 15,
      2003.



                        FRANKLIN STREET PROPERTIES CORP.

                         401 Edgewater Place, Suite 200
                         Wakefield, Massachusetts 01880
                                 (781) 557-1300

                 A Merger Proposal - Your Vote Is Very Important

Dear Stockholders of Franklin Street Properties Corp.:

      The board of directors of Franklin Street Properties Corp. ("FSP Corp.")
has approved and adopted an agreement and plan of merger with 13 real estate
investment trusts (the "Target REITs"), providing for FSP Corp. to acquire the
Target REITs by merger.


      We will hold a special meeting of stockholders at 401 Edgewater Place,
Suite 200, Wakefield, Massachusetts, the corporate offices of FSP Corp., on
Friday, May 30, 2003 at 9:00 a.m., local time, at which we will ask you to
approve the merger agreement. You may vote either by attending the meeting or by
signing and returning the enclosed proxy card. This proxy statement and
accompanying proxy card are being mailed on or about May 13, 2003 to all
stockholders of FSP Corp. entitled to notice of and to vote at the special
meeting. If the merger agreement is approved:


      o     The Target REITs will merge with and into FSP Corp., and

      o     FSP Corp. will issue an aggregate of approximately 25,000,091 shares
            of common stock, $0.0001 par value per share, to the holders of
            preferred stock of the Target REITs.

      The following questions and answers are intended to help clarify the key
issues involved in the transactions contemplated by the merger agreement and the
mergers. For your convenience, we have included page references parenthetically
to direct you to a more complete description of the topics found in the enclosed
proxy statement.

      Q:    Is the business of FSP Corp. changing?

      A:    No. The business of FSP Corp. immediately before the mergers will be
            the same as the business of FSP Corp. immediately after the mergers.
            FSP Corp.'s assets, however, are increasing. FSP Corp. will acquire
            the real properties owned by the Target REITs. (See pages 73 to 77
            of the enclosed proxy statement for additional information.)

      Q:    Will my proportional interest in FSP Corp. change?


      A:    Yes. You will incur substantial dilution to your voting power and
            percentage ownership in FSP Corp. due to the number of shares of FSP
            common stock being issued to the Target REIT stockholders. The
            Target REIT stockholders will own 50.37% of the voting power and
            percentage ownership in FSP Corp. following the consummation of the
            mergers. Of course, the mergers will also substantially increase the
            assets owned by FSP Corp. (See page 7 of the enclosed proxy
            statement for additional information.)

      Q:    Will the directors and officers of FSP Corp. or their affiliates
            receive any fees, commissions or other compensation in connection
            with the merger agreement or the mergers?

      A:    No. (See page 43 of the enclosed proxy statement for additional
            information.)

      Q:    How do I know if the price paid for the Target Stock is fair to me?

      A:    You should carefully read the information you have received in the
            enclosed Proxy Statement and make your own determination. Your Board
            of Directors believes the mergers are fair to you and recommends you
            vote in favor of them. The members of your Board of Directors have a
            number of significant conflicts of interest regarding the mergers;
            however, they believe that they have not been affected by these
            conflicts and that they have properly exercised their fiduciary duty
            in recommending approval of the mergers. The FSP Board did not
            establish a committee of independent representatives to evaluate and
            approve the mergers on behalf of FSP Corp. Under Maryland law, the
            FSP Board cannot delegate to a third party its fiduciary duties
            relating to the determination to approve or not approve the mergers.
            Because all of the members of the FSP Board have significant
            conflicts of interest, as described above, and none can, therefore,
            be considered "independent", the FSP Board determined it could not
            establish a committee of independent representatives to evaluate and
            approve the mergers on behalf of FSP Corp. The FSP Board determined
            that appointing independent representatives to negotiate the terms
            of the mergers and to make recommendations to the FSP Board would
            not be worth the anticipated cost, since the FSP Board would still
            be obligated to make its own independent determinations. (See pages
            38 to 43 of the enclosed proxy statement for additional
            information.)

      Q:    Will the investment objectives and policies of FSP Corp. change?

      A:    No. (See pages 74 to 76 of the enclosed proxy statement for
            additional information.)

      Q:    Why does FSP Corp. propose to merge with the Target REITs?

      A:    FSP Corp. believes that the mergers will provide several benefits to
            FSP Corp. and the FSP stockholders, including:

            o     FSP Corp.'s real estate portfolio following the mergers will
                  be substantially larger and more diverse both geographically
                  and by tenant business, reducing the dependence of an
                  investment in FSP Corp. on the performance of a smaller group
                  of assets.


            o     FSP Corp.'s business will generate a greater percentage of its
                  revenues from rentals from real properties and a lesser
                  percentage from real estate investment banking/brokerage
                  activities, constituting a more stable income stream than that
                  currently received by FSP Corp.

            o     FSP Corp.'s larger portfolio of real estate may produce
                  economies of scale, increase its purchasing power relating to
                  goods and services and reduce the percentage that expenses
                  constitute of gross revenue.

            o     FSP Corp.'s increased asset base should give FSP Corp. the
                  flexibility to increase its $50,000,000 line of credit,
                  enabling FSP Corp. to finance the acquisition of real property
                  for itself or to provide larger loans to entities whose
                  syndication it sponsors to finance their acquisition of real
                  property.

            o     FSP Corp.'s larger portfolio of real properties and larger
                  equity capitalization should increase the likelihood that FSP
                  Corp. may eventually be able to provide liquidity for its
                  equity investors through the public markets.

      (See pages 5 to 6 of the enclosed proxy statement for additional
information.)

      Q:    Will I receive any consideration in the mergers?

      A:    No. However, if you are a Target REIT stockholder as well as an FSP
            stockholder, you will receive FSP common stock (in addition to the
            shares you currently own) for your target stock. (See pages 32 to 34
            of the enclosed proxy statement for additional information.)

      Q:    How will FSP Corp. issue shares of FSP common stock to the Target
            REIT stockholders?

      A:    FSP Corp. will issue shares to the Target REIT stockholders in
            private placements under an exemption from registration under the
            Securities Act pursuant to Section 4(2) and Rule 506 of Regulation
            D. (See page 15 of the enclosed proxy statement for additional
            information.)

      Q:    When do you expect to complete the mergers?

      A:    We expect to complete the mergers on or about June 1, 2003. (See
            page 21 of the enclosed proxy statement for additional information.)

      Q:    Who must approve the mergers?

      A:    In addition to the approvals of the board of directors of FSP Corp.
            and the boards of directors of the Target REITs, which have already
            been obtained, the FSP stockholders and Target REIT stockholders
            must approve the mergers. The affirmative vote of the holders of a
            majority of the shares of FSP common stock issued, outstanding and
            entitled to vote at the special meeting is required to approve the
            mergers. If one or more Target REITs does not obtain the vote
            required for the consummation of the merger with such Target REIT,
            FSP Corp. will not proceed with the mergers of



            any other Target REIT. The affirmative vote of a majority of the
            common stock in each Target REIT is also required to effectuate the
            applicable merger. FSP Corp. is the sole stockholder of the common
            stock of each Target REIT, and will vote those shares in favor of
            the respective mergers. (See page 19 of the enclosed proxy statement
            for additional information.)

      Q:    What do I need to do now?

      A:    FSP Corp. urges you to carefully read the enclosed proxy statement,
            including its appendices, and to consider how the mergers will
            affect you as an FSP stockholder.

      Q:    How do I vote?

      A:    You may indicate how you want to vote on your proxy card. You may
            also attend the stockholder meeting and vote in person instead of
            submitting a proxy. If you fail either to return your proxy card or
            to vote in person at the stockholder meeting, or if you mark your
            proxy "abstain," the effect will be a vote against the mergers. If
            you return your proxy card but fail to indicate your vote on your
            proxy, your proxy will be counted as a vote for the mergers. (See
            pages 1 to 2 of the enclosed proxy statement for additional
            information.)

      Q:    May I change my vote after I have mailed in my signed proxy card?

      A:    You may change your vote at any time before the vote takes place at
            the stockholder meeting by either submitting a later dated proxy
            card or sending a written notice stating that you would like to
            revoke your proxy. In addition, you may attend the stockholder
            meeting and vote in person. However, if you elect to vote in person
            at the stockholder meeting and your shares are held by a bank or
            other nominee, you must bring to the stockholder meeting a legal
            proxy from the bank or other nominee authorizing you to vote the
            shares. (See pages 1 to 2 of the enclosed proxy statement for
            additional information.)

      Q:    Where and when is the special meeting?


      A:    The special meeting of FSP stockholders will be held at 401
            Edgewater Place, Suite 200, Wakefield, Massachusetts, the corporate
            offices of FSP Corp., at 9:00 a.m., local time, on Friday, May 30,
            2003. (See page 1 of the enclosed proxy statement for additional
            information.)


      Q:    Whom may I contact with any additional questions?

      A:    You may call your investment executive at FSP Investments at (800)
            950-6288.

      After careful consideration, including the consideration of significant
conflicts of interest in connection with the mergers, the FSP Corp. board of
directors unanimously approved and adopted the merger agreement and concluded
that the merger agreement is in the best interests



of FSP Corp. and its stockholders. The FSP Board unanimously recommends that you
vote "FOR" approval of the merger agreement.

      Please carefully consider all of the information in this proxy statement
regarding FSP Corp., the Target REITs and the mergers, including in particular
the discussion in the section called "Risk Factors" starting on page 3.

                                                  Very truly yours,


                                                  /s/ George J. Carter


                                                  George J. Carter
                                                  President and Chief Executive
                                                  Officer


                                     SUMMARY

      This Summary highlights selected information from this document and may
not contain all of the information that is important to you. To understand the
proposal presented in this proxy statement with respect to the approval of the
merger agreement, providing for the mergers and the issuance of shares of FSP
common stock, you should read carefully the entire document. For your
convenience, a glossary of terms is included in Appendix B to this proxy
statement. We have included page references parenthetically to direct you to a
more complete description of the topics of the summary.

FSP Corp. (Pages 73 to 77)

      FSP Corp. is a Maryland corporation that operates in a manner intended to
qualify as a real estate investment trust for federal income tax purposes. It is
the successor to Franklin Street Partners Limited Partnership, a Massachusetts
limited partnership. The FSP Partnership was originally formed as a
Massachusetts general partnership in January 1997 as the successor to a
Massachusetts general partnership that was formed in 1981 and was subsequently
formed as a Massachusetts limited partnership in February 1997. On January 1,
2002, the FSP Partnership merged with and into FSP Corp., which was a wholly
owned subsidiary of the FSP Partnership, with FSP Corp. being the surviving
entity (the "Conversion"). Pursuant to the Conversion, the FSP Partnership
ceased to exist, FSP Corp. succeeded to the business of the FSP Partnership and
each unit of both general and limited partnership interests in the FSP
Partnership was converted into one share of FSP common stock. As a result of the
Conversion, FSP Corp. now holds, directly and indirectly, 100% of the interest
in three former subsidiaries of the FSP Partnership: FSP Investments LLC, a
Massachusetts limited liability company, FSP Property Management LLC, a
Massachusetts limited liability company, and FSP Holdings LLC, a Delaware
limited liability company. FSP Corp., its subsidiaries and the Target REITs,
after giving effect to the consummation of the mergers, are referred to as the
"Combined Company". The mergers will not cause the Combined Company to incur any
additional fees for management of its investments.

      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 ("Sponsored Entities"), some of which were limited partnerships
(the "Sponsored Partnerships") and some of which are corporations intended to
qualify for federal income tax purposes as real estate investment trusts,
including the Target REITs (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 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 Commission and is a member of the National
Association of Securities Dealers, Inc. FSP Corp. has made an election to treat
FSP Investments as a "taxable REIT subsidiary" for federal income tax purposes.


                                        i


      FSP Property Management asset manages each Sponsored Entity and provides
property management services or property accounting services to eight Sponsored
Entities. FSP Property Management receives fee income from those Sponsored
Entities that have not been acquired by FSP Corp. FSP Property Management does
not receive any rental income. As a result of the mergers, fee income received
by FSP Property Management from the 13 Target REITs will be eliminated on the
consolidated financial statements of the Combined Company for accounting
purposes.

      FSP Corp. holds all of its interests in real property through the 17
Sponsored Partnerships that it has acquired, each of which owns or owned real
property. FSP Holdings, which is a wholly-owned subsidiary of FSP Corp., is the
general partner of each Sponsored Partnership, and FSP Corp. is the sole limited
partner of each Sponsored Partnership.

      FSP Corp. holds a nominal interest in each of the Sponsored REITs through
its ownership of 100% of the common stock of each Sponsored REIT. The preferred
stock interests in each Sponsored REIT are held by investors who acquired their
interests in an offering exempt from registration pursuant to Section 4(2) of
the Securities Act and Regulation D promulgated thereunder. The Sponsored REITs
include the 13 Target REITs. After the consummation of the mergers, FSP Corp.
will continue to own all of the interests in the 17 Sponsored Partnerships. The
Target REITs will merge with and into FSP Corp., with FSP Corp. as the surviving
corporation, and will therefore no longer exist after the consummation of the
mergers. The remaining three Sponsored REITs will be unaffected by the mergers.

      FSP Corp.'s principal executive offices are located at 401 Edgewater
Place, Suite 200, Wakefield, Massachusetts 01880, and its telephone number is
(781) 557-1300. FSP Corp. leases its executive offices.

The Target REITs (Pages 115 to 125)

      Each Target REIT is a privately-held real estate investment trust formed
as a corporation under the laws of the State of Delaware for the purpose of
acquiring and operating a single real property. FSP Forest Park IV Corp. holds
an office building in Charlotte, North Carolina; FSP Gael Apartments Corp. holds
an apartment complex in Houston, Texas; FSP Goldentop Technology Center Corp.
holds a research and development/office building in San Diego, California; FSP
Centennial Technology Center Corp. holds "flex" office buildings in Colorado
Springs, Colorado; FSP Meadow Point Corp. holds an office building in Chantilly,
Virginia; FSP Timberlake Corp. holds office buildings in Chesterfield, Missouri;
FSP Federal Way Corp. holds office buildings in Federal Way, Washington; FSP
Fair Lakes Corp. holds an office building in Fairfax, Virginia; FSP Northwest
Point Corp. holds an office building in Elk Grove Village, Illinois; FSP
Timberlake East Corp. holds an office building in Chesterfield, Missouri; FSP
Merrywood Apartments Corp. holds an apartment complex in Katy, Texas; FSP Plaza
Ridge I Corp. holds an office building in Herndon, Virginia; and FSP Park Ten
Corp. holds an office building in Houston, Texas. Set forth below for the
properties owned by the respective Target REITs are the number of square feet in
the property, the percentage of rentable square feet leased as of December 31,
2002 and the weighted average annual rent per net rentable square foot for the
year ended December 31, 2002:


                                       ii


                                                         Weighted Annual Average
                  Percentage of Rentable                    Rent/Net Rentable
                  Square Feet Leased as     Rentable       Square Foot for Year
                       of 12/31/02         Square Feet        Ended 12/31/02
                       -----------         -----------        --------------

Forest Park               87%                 61,291            $14.14/sf

The Gael                  95%                187,338            $14.15/sf

Goldentop                100%                141,405            $17.05/sf

Centennial               100%                110,730            $16.54/sf

Meadow Point             100%                134,849            $26.82/sf

Timberlake               100%                232,722            $26.35/sf

Federal Way              100%                117,227            $15.10/sf

Fair Lakes               100%                210,993            $30.85/sf

Northwest Point          100%                176,848            $28.99/sf

Timberlake East           92%                116,361            $22.78/sf

Merrywood                 95%                231,363            $11.34/sf

Plaza Ridge I            100%                158,018            $34.58/sf

Park Ten                 100%                155,715            $24.05/sf

Votes Required (Page 19)

      The affirmative vote of the holders of a majority of the shares of FSP
Common Stock issued, outstanding and entitled to vote at the special meeting is
required to approve the merger agreement, providing for the mergers and the
issuance of FSP common stock in exchange for target stock.

      The affirmative vote of the holders of a majority of the target stock in
each of the Target REITs is also required to effectuate the applicable merger.
If one or more Target REITs does not obtain the vote required for the
consummation of the merger with such Target REIT, FSP Corp. will not proceed
with the mergers of any other Target REIT. Each Target REIT will solicit the
vote of its stockholders separately. The affirmative vote of a majority of the
common stock in each Target REIT is also required to effectuate the applicable
merger. FSP


                                       iii


Corp. is the sole stockholder of the common stock of each Target REIT, and will
vote those shares in favor of the respective mergers.

      Consummation of the mergers is subject to a number of conditions and will
not occur unless, among other things, holders of a majority of the shares of
stock of each Target REIT vote to approve the mergers.

      The executive officers and directors of FSP Corp. hold an aggregate of
3,705,307.01 shares of FSP common stock, constituting approximately 15.04% of
the outstanding shares of FSP common stock. The executive officers and directors
have indicated that they intend to vote all of their respective shares in favor
of the merger agreement.

      Barry Silverstein and Dennis J. McGillicuddy, each a director of FSP
Corp., own an aggregate of 601.25 and 229 shares of target stock, respectively.
Such shares of target stock will convert into 4,130,961.11 and 1,586,343.29
shares of FSP common stock, respectively, upon consummation of the mergers.
Messrs. Silverstein and McGillicuddy have indicated that they intend to vote
their respective shares of target stock in favor of the merger agreement.

      FSP stockholders will incur substantial dilution to their voting power and
percentage ownership in FSP Corp. due to the number of shares of FSP common
stock being issued to the Target REIT stockholders as a result of the mergers.
The Target REIT stockholders will own 50.37% of the voting power and percentage
ownership in FSP Corp. following the consummation of the mergers.

Recommendation to FSP Stockholders (Page 19)

      The FSP Board, whose members have significant conflicts of interest in
connection with the mergers, believes that the merger agreement, providing for
the mergers and the issuance of FSP common stock in exchange for target stock,
is in the best interest of FSP Corp. and the FSP stockholders and recommends you
vote FOR approval of the merger agreement.

The Mergers (Pages 15 to 23)

      Overview. As a result of inquiries from members of the FSP Board, the
management of FSP Corp. in late July 2002 instructed Hale and Dorr LLP to
explore the feasibility of the acquisition of the Target REITs. After reaching
an agreement on a methodology to value the proposed transaction, receiving a
report from a third party as to the reasonableness of such methodology and
reaching agreement on the amount of merger consideration to be paid and the
terms of the mergers, the FSP Board and the Boards of Directors of the Target
REITs (the "Target Boards") voted to approve the merger agreement and the
mergers and recommend to the FSP stockholders and the Target REIT stockholders
to vote to approve the mergers.

      The Mergers. With respect to each Target REIT, following the satisfaction
or waiver of the conditions to closing relating to that Target REIT, on the
effective date of the mergers, which is expected to be on or about June 1, 2003,
each Target REIT will be acquired by merger. Each share of target stock of that
Target REIT will be converted into a specified number of shares of FSP common
stock.


                                       iv


      The following chart sets forth the number of shares of FSP common stock to
be received as merger consideration by the Target REIT stockholders for each
share of target stock of the respective Target REIT. FSP Corp. will issue the
merger consideration to the Target REIT stockholders in private placements,
exempt from registration pursuant to Section 4(2) under the Securities Act and
Rule 506 of Regulation D promulgated thereunder. FSP Corp. expects to issue
fractional shares of FSP common stock as merger consideration.

                                       Shares of FSP       Total Shares of FSP
                                        Common Stock         Common Stock
                   Total Number of   Issuable in Exchange  Issuable to Target
                   Shares of Target   for Each Share of          REIT
 Target REIT      Stock Outstanding     Target Stock         Stockholders
 -----------      -----------------     ------------         ------------

Forest Park              78               7,299.59              569,368.02

The Gael                 212.50           6,975.59            1,482,312.88

Goldentop                231.50           7,302.58            1,690,547.27

Centennial               158              6,905.56            1,091,078.48

Meadow Point             257.50           6,983.25            1,798,186.88

Timberlake               515              6,787.12            3,495,366.80

Federal Way              200              6,779.66            1,355,932.00

Fair Lakes               480              6,805.36            3,266,572.80

Northwest Point          372.50           6,779.66            2,525,423.35

Timberlake East          250              6,830.85            1,707,712.50

Merrywood                206              6,854.51            1,412,029.06

Plaza Ridge I            400              6,822.03            2,728,812.00

Park Ten                 275              6,824.54            1,876,748.50

      None of the shares of FSP common stock to be issued as merger
consideration to the Target REIT stockholders will be placed into escrow or
otherwise withheld as a source of potential compensation to FSP Corp. should the
Combined Company discover, after the consummation of the mergers, that any of
the Target REITs incurred any undisclosed liabilities prior to the consummation
of the mergers.


                                       v


      Consummation of the mergers is subject to a number of conditions and will
not occur unless, among other things, holders of a majority of the shares of
stock of each Target REIT vote to approve the mergers.

      The following table sets forth: (i) the value ascribed to each Target REIT
for purposes of the merger consideration, and (ii) the sum of the appraised
value of the property held by each Target REIT and the estimated cash reserve
balances as of September 30, 2002.

      Target REIT              Value Ascribed             Appraised Value (1)
      -----------              --------------             ---------------

      Forest Park              $  8,398,178.30             $  7,975,000

      The Gael                 $ 21,864,114.98             $ 19,475,000

      Goldentop                $ 24,935,572.23             $ 23,650,000

      Centennial               $ 16,093,407.58             $ 14,120,000

      Meadow Point             $ 26,523,256.48             $ 23,600,000

      Timberlake               $ 51,556,660.30             $ 44,025,000

      Federal Way              $ 19,999,997.00             $ 17,050,000

      Fair Lakes               $ 48,181,948.80             $ 41,200,000

      Northwest Point          $ 37,249,994.41             $ 31,650,000

      Timberlake East          $ 25,188,759.38             $ 21,675,000

      Merrywood                $ 20,827,428.64             $ 18,000,000

      Plaza Ridge I            $ 40,249,977.00             $ 34,525,000

      Park Ten                 $ 27,682,040.38             $ 23,750,000
                               ---------------             ------------
                       Total   $368,751,335.48             $320,695,000

      (1) As of September 30, 2002, includes cash reserve balances and amounts
      have been rounded to the nearest $25,000.

      The FSP Board determined the value ascribed to the Target REITs on the
basis of the value the acquisition of the Target REITs would add to FSP Corp. as
determined on an "enterprise" or "on-going concern" basis. These aggregate
values exceed the aggregate appraised values of the Target REITs by
approximately $48 million. FSP Corp. has used the enterprise or on-going concern
method of valuing acquisitions in the past and believes that this method, rather
than the appraised value method, is the customary method to value REITs.

Conditions Precedent to the Mergers (Pages 35 to 36)

      The respective obligations of each party to effect the mergers are subject
to the fulfillment on or before the effective date of the mergers of certain
conditions, including the following:

            o     the approval of the merger agreement and the mergers by the
                  FSP stockholders and the Target REIT stockholders;


                                       vi


            o     that FSP Corp. reasonably believes that the number of Target
                  REIT stockholders who are non-accredited investors does not
                  exceed 35 and that each such non-accredited investor has,
                  either alone or with his/her/its purchase representative, such
                  knowledge and experience in business and
                  financial matters that he/she/it is capable of evaluating the
                  merits and risks of FSP common stock;

            o     the receipt of all necessary consents, waivers, approvals,
                  authorizations or orders and the making of all required
                  filings;

            o     that there shall not have occurred any material adverse change
                  in the overall business or prospects of any of the Target
                  REITs or FSP Corp. or in applicable tax or other regulatory
                  provisions;

            o     that the FSP Board shall not have become aware of any facts
                  that, in its reasonable judgment, have or may have a material
                  adverse effect on the Target REITs and FSP Corp., taken as a
                  whole, the mergers or the value of the Combined Company; and

            o     that the representations of FSP Corp. and the Target REITs set
                  forth in the merger agreement are true and complete in all
                  material respects as of the closing date of the mergers.

Expected Benefits from the Mergers (Pages 28 to 30)

      The following highlights the primary benefits the mergers are expected to
generate for FSP Corp. and the FSP stockholders:

            o     The Combined Company's real estate portfolio will be
                  substantially larger and more diverse both geographically and
                  by tenant business than that of FSP Corp., reducing the
                  dependence of an investment in the Combined Company on the
                  performance of a smaller group of assets.

            o     The Combined Company's business will generate a greater
                  percentage of its revenues from rentals from real properties
                  and a lesser percentage from real estate investment
                  banking/brokerage activities, constituting a more stable
                  income stream than that currently received by FSP Corp.

            o     The Combined Company's larger portfolio of real estate may
                  produce economies of scale, increase its purchasing power
                  relating to goods and services and reduce the percentage that
                  expenses constitute of gross revenue.

            o     The Combined Company's increased asset base should give FSP
                  Corp. the flexibility to increase its $50,000,000 line of
                  credit, enabling the Combined Company to finance the
                  acquisition of real property for itself or to provide larger
                  loans to Sponsored Entities to finance their acquisition of
                  real property.

            o     The Combined Company's larger portfolio of real properties and
                  larger equity capitalization should increase the likelihood
                  that the Combined Company may eventually be able to provide
                  liquidity for its equity investors through the public markets.


                                       vii


Fairness of the Mergers  (Pages 38 to 43)

      The FSP Board believes that the terms of the merger agreement, when
considered as a whole, are fair to the FSP stockholders and the merger
consideration offered in exchange for the stock in the Target REITs constitutes
fair consideration for the interests of the Target REIT stockholders. The
following provides a summary of the factors upon which the FSP Board based its
conclusion as to the fairness of the mergers and the merger consideration to be
paid by FSP Corp. The FSP Board did not find it practicable to, and did not
attempt to, quantify or otherwise assign relative weight to these factors in
reaching its determination.

            o     FSP Corp.'s management exercised its reasonable judgment to
                  determine an estimated value of FSP Corp. and of the Combined
                  Company and determined the amount of the merger consideration
                  to be the difference between those two values. Given that no
                  member of the FSP Board is "independent" and each member has
                  significant conflicts of interest in connection with the
                  mergers, as described below, the FSP Board determined that it
                  could not establish an independent committee to evaluate and
                  approve the mergers. Under Maryland law, the FSP Board cannot
                  delegate to a third party its fiduciary duties relating to the
                  decision to approve or not approve the mergers. The FSP Board
                  determined that appointing independent representatives to
                  negotiate the terms of the mergers and to make recommendations
                  to the FSP Board would not be worth the anticipated cost,
                  since the FSP Board would still be obligated to make its own
                  independent determinations. The FSP Board did consider
                  obtaining a fairness opinion from a third party but determined
                  that the estimated cost of obtaining such an opinion exceeded
                  its anticipated benefits to FSP Corp. The FSP Board used the
                  same methodology to value FSP Corp. and the Combined Company
                  that FSP Corp.'s predecessor-in-interest, the FSP Partnership,
                  used in connection with its acquisition of Sponsored
                  Partnerships, which involved similar conflicts of interest.

            o     FSP Corp.'s management retained A.G. Edwards, Inc. to consult
                  with management regarding the valuation methodology of FSP
                  Corp. and the Combined Company. A.G. Edwards has advised the
                  FSP Board that it believes the methodology used by management
                  to estimate hypothetical values of FSP Corp. and the Combined
                  Company is not unreasonable. A.G. Edwards' report only
                  addressed the methodology used by management to value FSP
                  Corp. and the Combined Company, and did not constitute an
                  opinion as to the fairness of the transaction to the FSP
                  stockholders (a "fairness opinion"). In rendering a fairness
                  opinion, certain additional extrinsic analyses, tasks and
                  judgments necessarily must be undertaken and completed. These
                  include, among other things: an independent review of
                  appraisals; site inspections; analyses of local and national
                  economic conditions, Target REIT properties, past transactions
                  and comparable companies; detailed due diligence; a review of
                  comparable transactions; random interviews with key investors;
                  and analysis of discounted cash flow, pro forma financial
                  statements, synergies upon merger and each party's
                  contribution to such synergies. In addition, A.G. Edwards
                  would have charged substantially more to render a fairness
                  opinion than for a report on the methodology used to value FSP
                  Corp. and Combined Company.

            o     The Target Boards obtained independent third-party appraisals
                  of the real property owned by the Target REITs, and FSP
                  Corp.'s management considered these appraisals in allocating
                  the merger consideration among the Target REITs. The FSP Board
                  took into account the relative values set forth in these
                  appraisals in allocating the merger consideration among the
                  Target REITs.


                                      viii


            o     The FSP Board considered FSP Corp.'s management's view of the
                  financial condition, results of operations and business of FSP
                  Corp. and each of the Target REITs before and after giving
                  effect to the mergers and considered FSP Corp.'s management's
                  recommendation of ranges of estimated values of FSP Corp. and
                  the Combined Company as set forth in the Valuation Overview
                  attached hereto as Appendix D.


            o     The members of the FSP Board have significant conflicts of
                  interest in connection with the mergers, and no unaffiliated
                  representatives were appointed to negotiate the terms of the
                  mergers on behalf of FSP Corp. In particular, Barry
                  Silverstein and Dennis J. McGillicuddy own an aggregate of
                  601.25 and 229 shares of target stock, respectively. Such
                  shares of target stock will convert into 4,130,961.11 and
                  1,586,343.29 shares of FSP common stock, respectively, upon
                  consummation of the mergers. Messrs. Silverstein and
                  McGillicuddy also currently own, however, 1,148,878.50 and
                  990,325.75 shares of FSP common stock, respectively. The FSP
                  Board did not establish a committee of independent
                  representatives to evaluate and approve the mergers on behalf
                  of FSP Corp. Under Maryland law, the FSP Board cannot delegate
                  to a third party its fiduciary duties relating to the
                  determination to approve or not approve the mergers. Because
                  all of the members of the FSP Board have significant conflicts
                  of interest, as described above, and none can, therefore, be
                  considered "independent", the FSP Board determined it could
                  not establish a committee of independent representatives to
                  evaluate and approve the mergers on behalf of FSP Corp. The
                  FSP Board determined that appointing independent
                  representatives to negotiate the terms of the mergers and to
                  make recommendations to the FSP Board would not be worth the
                  anticipated cost, since the FSP Board would still be obligated
                  to make its own independent determinations. No fees or other
                  compensation will be payable to the members of the FSP Board
                  in connection with the mergers, although Messrs. Silverstein
                  and McGillicuddy will participate in the merger consideration
                  to the extent of their ownership of target stock. The FSP
                  Board believes that its determination regarding the fairness
                  of the mergers was based upon the proper exercise of its
                  fiduciary duty, unaffected by these conflicts of interest.



                                       ix


Determination of Merger Consideration (Pages 38 to 40)

The FSP Board determined the amount of merger consideration by first estimating
a value for FSP Corp. of approximately $363,296,000, which fell within the range
of values of $328 million to $416 million submitted to the FSP Board by the
management of FSP Corp. The FSP Board then estimated a value for the Combined
Company of approximately $732,047,000, which fell within the range of values of
$642 million to $815 million submitted to the FSP Board by the management of FSP
Corp. In determining these estimated values, the FSP Board took into account the
assets and liabilities of FSP Corp. and the Combined Company, their expected
cash available for distribution, the multiples to cash available for
distribution commonly used in valuing REITs and the limited liquidity of FSP
common stock. The FSP Board did not derive these values by applying a mechanical
formula, but instead exercised its judgement in good faith after consideration
of the relevant factors.

The FSP Board then calculated the difference between the estimated value of FSP
Corp. prior to the consummation of the mergers and the estimated value of FSP
Corp. following the consummation of the mergers to be approximately
$368,751,000. The increase in the estimated value of the Combined Company over
the estimated value of FSP Corp. derives from the increased cash available for
distribution of the Combined Company and the increased percentage of revenue
attributable to real estate assets rather than transactional business. Because
both the increased cash available for distribution and the higher percentage of
revenue generated by real estate assets are attributable to the Target REITs,
the FSP Board determined that it would be fair to the FSP stockholders to fix
the merger consideration in an amount equal to the increase in estimated value.
The number of shares of FSP common stock issuable to Target REIT stockholders as
merger consideration, therefore, is approximately 25,000,091, which is equal to
the approximately $368,751,000 estimated value differential divided by the
$14.75 per share current estimated value of FSP Corp.

Third Party Reports (Pages 44 to 50)

      Valuation. A.G. Edwards advised the FSP Board that it believes the
methodology used by FSP Corp.'s management to estimate hypothetical values of
FSP Corp. and the Combined Company (as described in "Fairness of the Mergers")
is not unreasonable. A.G. Edwards provides many businesses with comprehensive
capital raising and financial advisory services and has extensive experience
with all types of real estate securities. FSP Corp.'s management provided A.G.
Edwards with historical and forecasted financial information describing FSP
Corp. and the Target REITs. Such information was not audited, reviewed or
compiled by an independent certified public accounting firm and A.G. Edwards
takes no responsibility for the accuracy of such information. Forecasted
financial information was prepared by FSP Corp.'s management and A.G. Edwards
was not asked to consider, nor did it consider, the reasonableness of the
assumptions on which such forecasts were based.

      In performing its analysis, A.G. Edwards made numerous assumptions with
respect to interest rates, dividend rates, market conditions, general business
conditions, local and national real estate conditions, economic conditions and
government regulations. A.G. Edwards also assumed in all respects material to
its analysis that the representations and warranties of each party contained in
the merger agreement were true and correct, that each party would perform all of
the covenants and agreements required to be performed by it under the merger
agreement and that all conditions to the consummation of the mergers would be
satisfied without any modification or waiver thereof. A.G. Edwards also assumed
that all governmental, regulatory


                                       x


and other consents and approvals contemplated by the merger agreement would be
obtained and that in the course of obtaining any of those consents, no
restrictions would be imposed or waivers made that would have an adverse effect
on the contemplated mergers. A.G. Edwards also assumed that the mergers would be
accounted for in accordance with generally accepted accounting principles and
that the mergers would be consummated on the terms contained in the merger
agreement without any waiver or modification of any material terms or conditions
by the parties.

      In particular, A.G. Edwards received the "Valuation Overview" prepared by
FSP Corp, and attached to this proxy statement as Appendix D. FSP Corp.
determined the values set forth in the Valuation Overview on August 15, 2002.
A.G. Edwards concluded that the methodology techniques used in the Valuation
Overview, the range of multiples applied to cash available for distribution and
the range of discounts applied for lack of marketability were not unreasonable.
The estimated hypothetical value ranges contained in the valuation overview (a
range of estimated hypothetical value for FSP Corp. of $328 million to $416
million and a range of estimated hypothetical value for the Combined Company of
$642 million to $815 million) represent analysis considering value as of the
date specified, do not reflect any changes in value that may have occurred after
that date, are subject to certain assumptions and may not represent the true
worth or realizable value of FSP Corp. or the Combined Company. A.G. Edwards was
not engaged to, nor did it render, a valuation or fairness opinion.

      The Appraisals. The respective Target Boards retained independent third
party appraisers to appraise the fair market value of each Target REIT's real
estate as of a date no earlier than August 23, 2002. The applicable Target REITs
obtained appraisals for the properties owned by Merrywood, Plaza Ridge I and
Park Ten during the due diligence period in 2002 prior to acquisition of the
properties. No new appraisals were ordered by the respective Target Boards for
these properties because the respective Target Boards did not believe that there
had been material changes in the buildings or real estate markets since the time
of the last appraisals, each of which had been prepared within the last twelve
calendar months.

      In preparing the appraisals, the appraisers collected from the Target
REITs information regarding the operating history of the properties, conducted
site inspections of all of the Target REITs' properties in August 2002 and
September 2002 and interviewed and relied on representations of certain
representatives of the Target REITs. The appraisers' conclusions are based upon
conditions they observed at the properties during their inspection and
assumptions, qualifications and limitations deemed reasonable at the time
concerning, among other things, legal title, the absence of physical defects or
hazardous materials, future percentage of leased rentable square feet, income
and competition with respect to each property. The appraisals reflect the
appraisers' valuation of the real estate of the Target REITs as of their
respective dates, in the context of the information available on that date.
Events occurring subsequent to the dates of the respective appraisals could
affect the properties or assumptions used in preparing the appraisals. The
Target Boards imposed no limitations on the scope of the appraisers' appraisals.
The Target REITs have made the appraisals available to FSP Corp. and have
allowed the FSP Board to rely on the appraisals. FSP Corp.'s mangement took the
appraisals into consideration and used them as guides in allocating the merger
consideration among the Target REITs.


                                       xi


      FSP Corp. took the appraisals into account in allocating the merger
consideration among the Target REITs. See "Fairness of the Mergers - Fairness
of the Merger Consideration - Allocation of Merger Consideration".

Conflicts of Interest (Pages 51 to 52)

      A number of conflicts of interest are inherent in the relationships among
the Target REITs, the Target Boards, FSP Corp., the FSP Board and their
respective affiliates. These conflicts of interest include, among others:

            o     George J. Carter, the President, Chief Executive Officer and a
                  director of FSP Corp., is the President and a director of each
                  Target REIT;

            o     Barry Silverstein and Dennis J. McGillicuddy, each a director
                  of FSP Corp., own an aggregate of 601.25 and 229 shares of
                  target stock, respectively. Such shares of target stock will
                  convert into 4,130,961.11 and 1,586,343.29 shares of FSP
                  common stock, respectively, upon consummation of the mergers;

            o     Richard R. Norris, an Executive Vice President and a director
                  of FSP Corp., is also a director and an Executive Vice
                  President of each Target REIT;

            o     Barbara J. Corinha, Vice President, Chief Operating Officer,
                  Treasurer, Secretary and a director of FSP Corp. is also Vice
                  President, Chief Operating Officer, Treasurer, Secretary and a
                  director of each Target REIT;

            o     Janet P. Notopoulos, Vice President and a director of FSP
                  Corp., is also a Vice President of each Target REIT; and

            o     Each of R. Scott MacPhee and William W. Gribbell, each an
                  Executive Vice President of FSP Corp., is also each a director
                  and an Executive Vice President of each Target REIT.

      No unaffiliated representatives were appointed to negotiate the terms of
the mergers on behalf of FSP Corp. Moreover, no committee of independent
representatives was established to evaluate and approve the mergers on behalf of
FSP Corp. Under Maryland law, the FSP Board cannot delegate to a third party its
fiduciary duties relating to the determination to approve or not approve the
mergers. Because all of the members of the FSP Board have significant conflicts
of interest and none are, therefore, considered "independent", the FSP Board
determined it could not establish a committee of independent representatives to
evaluate and approve the mergers on behalf of FSP Corp. The FSP Board determined
that appointing independent representatives to negotiate the terms of the
mergers and to make recommendations to the FSP Board would not be worth the
anticipated cost, since the FSP Board still would be obligated to make its own
independent determinations.

      Mr. Silverstein and Mr. McGillicuddy are the only officers or directors of
FSP Corp. who are not also officers or directors of any Target REIT. The
remainder of the officers and directors of FSP Corp. serve as a director and/or
officer, in the positions listed above, of each Target REIT.


                                       xii


      Upon completion of the mergers, Mr. Silverstein's percentage ownership
interest of FSP Corp. will increase from 4.66% to 10.68%, Mr. McGillicuddy's
percentage ownership interest will increase from 4.02% to 5.21%, and the
percentage ownership of the current directors and executive officers as a group
will increase from 15.04% to 19.06%.

Dissenters' Rights of FSP Stockholders (Page 114)

      No FSP stockholder will be entitled to dissenters' rights in connection
with the mergers.

Material United States Federal Income Tax Considerations (Pages 144 to 159)

      The mergers are intended to qualify as reorganizations within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended. If the
mergers qualify as reorganizations, there will be no direct United States
federal income tax consequences to FSP Corp. as a result of the mergers.
However, as a result of the combination of FSP Corp. with the Target REITs
pursuant to the mergers, FSP Corp. might no longer qualify as a real estate
investment trust under Section 856 of the Internal Revenue Code. FSP Corp. could
lose its ability to so qualify for a variety of reasons relating to the nature
of the assets acquired from the Target REITs, the identity of the shareholders
of the Target REITs who become shareholders of FSP Corp. or the failure of one
or more of the Target REITs to have previously qualified as a real estate
investment trust.


      There should be no United States federal income tax consequences of the
mergers to FSP stockholders, subject to certain risks described more fully in
"Material United States Federal Income Tax Considerations."


Accounting Treatment (Pages 19 to 20)

      Each of the mergers will be accounted for as a purchase under generally
accepted accounting principles.

Dividends in Respect of First Quarter 2003 (Pages 6 to 7)

      Each Target REIT expects to declare in the first quarter of 2003 and pay
to its Target REIT stockholders thereafter a dividend with respect to its first
quarter 2003 operations. Pursuant to the merger agreement, such dividends will
be paid in an amount consistent with past practice and custom of the relevant
Target REIT. The cash paid out in these dividends will reduce the amount of cash
held by each Target REIT and acquired by FSP Corp. upon consummation of the
mergers. Because the Target REITs have not yet declared these cash dividends,
FSP Corp. cannot estimate the aggregate amount of such dividends. Pursuant to
the merger agreement, FSP Corp. has assumed the obligation to pay any such
dividends that have been declared but not paid prior to the effective date of
the mergers. In addition, FSP Corp. expects to declare in the first quarter of
2003 and pay to its stockholders in the second quarter of 2003 dividends in
respect of first quarter 2003 operations. Such dividends will be payable to
holders of FSP common stock as of a record date prior to the effective date of
the mergers and, therefore, target stockholders will only receive such dividends
to the extent that they are also FSP stockholders and only to the extent of
their holdings of FSP common stock. The cash available for this dividend and


                                       xiii


possibly for future dividends to the FSP stockholders will be reduced by the
amount of expenses related to the mergers paid by FSP Corp.

Expenses of the Mergers (Page 23)

      The expenses payable by FSP Corp. in connection with the mergers are
estimated to be $900,000.


                                       xiv


                        FRANKLIN STREET PROPERTIES CORP.

                         401 Edgewater Place, Suite 200
                         Wakefield, Massachusetts 01880
                                 (781) 557-1300


              Notice of Special Meeting of Stockholders to be Held
                             on Friday, May 30, 2003

      NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Franklin
Street Properties Corp. ("FSP Corp.") will be held at 401 Edgewater Place, Suite
200, Wakefield, Massachusetts, the corporate offices of FSP Corp., on Friday,
May 30, 2003 at 9:00 a.m., local time, to consider and act upon the following
matters:


      (1)   To approve the Agreement and Plan of Merger, dated as of January 14,
            2003, by and among FSP Corp. and 13 real estate investment trusts
            ("Target REITs"), providing for (i) the acquisition by merger of
            each of the Target REITs and (ii) the issuance of an aggregate of
            approximately 25,000,091 shares of FSP Corp. Common Stock as
            consideration in connection with the mergers.

      (2)   To transact such other business as may properly come before the
            meeting or any adjournment thereof.

      The Board of Directors of FSP Corp. currently has no knowledge of any
other business to be transacted at the meeting.


      Stockholders of record at the close of business on May 12, 2003 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.


                                By Order of the Board of Directors of FSP Corp.,


                                /s/ Barbara J. Corinha


                                Barbara J. Corinha, Secretary


Wakefield, Massachusetts
May 13, 2003


      All stockholders are cordially invited to attend the meeting. To ensure
your representation at the meeting, you are urged to mark, sign and return the
enclosed proxy card in the accompanying envelope, whether or not you expect to
attend the meeting. No postage is required if the proxy is mailed in the United
States. Any stockholder attending the meeting may vote in person even if the
stockholder has returned a proxy.

                             YOUR VOTE IS IMPORTANT

               TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE
               THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
                            ENCLOSED RETURN ENVELOPE.


                        FRANKLIN STREET PROPERTIES CORP.
                         401 Edgewater Place, Suite 200
                         Wakefield, Massachusetts 01880

                                 PROXY STATEMENT


      For the Special Meeting of Stockholders on Friday, May 30, 2003


      This Proxy Statement and Notice of Special Meeting are furnished in
connection with the solicitation of proxies by the Board of Directors (the "FSP
Board") of Franklin Street Properties Corp. ("FSP Corp.") for use at the Special
Meeting of Stockholders of FSP Corp. (the "Meeting"), in connection with the
solicitation of votes to approve that certain Agreement and Plan of Merger,
dated January 14, 2003 (the "Merger Agreement"). The Merger Agreement provides
for the acquisition by FSP Corp. by merger (the "Mergers") of 13 real estate
investment trusts (each, a "Target REIT" and, collectively, the "Target REITs").
The Target REITs are FSP Forest Park IV Corp. ("Forest Park"), FSP Gael
Apartments Corp. ("The Gael"), FSP Goldentop Technology Center Corp.
("Goldentop"), FSP Centennial Technology Center Corp. ("Centennial"), FSP Meadow
Point Corp. ("Meadow Point"), FSP Timberlake Corp. ("Timberlake"), FSP Federal
Way Corp. ("Federal Way"), FSP Fair Lakes Corp. ("Fair Lakes"), FSP Northwest
Point Corp. ("Northwest Point"), FSP Timberlake East Corp. ("Timberlake East"),
FSP Merrywood Apartments Corp. ("Merrywood"), FSP Plaza Ridge I Corp. ("Plaza
Ridge I") and FSP Park Ten Corp. ("Park Ten"), each a Delaware corporation. The
Merger Agreement also provides for the issuance of FSP Corp.'s shares of common
stock, $0.0001 par value per share (the "FSP Common Stock"), to the holders of
preferred stock ("Target Stock") of the Target REITs (the "Target REIT
Stockholders") as merger consideration (the "Merger Consideration").

      The boards of directors of the Target REITs are referred to collectively
as the "Target Boards". FSP Corp., its subsidiaries and the Target REITs, after
giving effect to the consummation of the Mergers, are referred to as the
"Combined Company".

      The Merger Agreement provides that upon consummation of the Mergers, each
share of Target Stock in the Target REITs will be converted into that number of
shares of FSP Common Stock set forth below opposite the name of the applicable
Target REIT. FSP Corp. will issue the shares of FSP Common Stock to the Target
REIT Stockholders in private placements, exempt from registration under Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule
506 of Regulation D promulgated thereunder. FSP Corp. expects to issue
fractional shares of FSP Common Stock as Merger Consideration.



                                        Shares of FSP       Total Shares of FSP
                                         Common Stock          Common Stock
                  Total Number of     Issuable in Exchange   Issuable to Target
                  Shares of Target     for Each Share of           REIT
Target REIT       Stock Outstanding       Target Stock          Stockholders
-----------       -----------------       ------------          ------------

Forest Park             78                  7,299.59              569,368.02

The Gael                212.50              6,975.59            1,482,312.88

Goldentop               231.50              7,302.58            1,690,547.27

Centennial              158                 6,905.56            1,091,078.48

Meadow Point            257.50              6,983.25            1,798,186.88

Timberlake              515                 6,787.12            3,495,366.80

Federal Way             200                 6,779.66            1,355,932.00

Fair Lakes              480                 6,805.36            3,266,572.80

Northwest Point         372.50              6,779.66            2,525,423.35

Timberlake East         250                 6,830.85            1,707,712.50

Merrywood               206                 6,854.51            1,412,029.06

Plaza Ridge I           400                 6,822.03            2,728,812.00

Park Ten                275                 6,824.54            1,876,748.50
                                                               -------------

         Total                                                 25,000,090.54

      Consummation of the Mergers is subject to a number of conditions and will
not occur unless, among other things, holders of a majority of the shares of
Target Stock of each Target REIT vote to approve the Mergers.

      The stockholders of FSP Corp. (the "FSP Stockholders") are being asked to
approve the Merger Agreement, providing for the Mergers and the issuance of FSP
Common Stock, as described in this Proxy Statement. The directors of FSP Corp.,
who have significant conflicts of interest in connection with the Mergers,
strongly recommend that you vote "FOR" the Merger Agreement set forth as
Appendix A hereto.


                                TABLE OF CONTENTS

                                                                            PAGE

THE SPECIAL MEETING............................................................1
   General Information.........................................................1
   Solicitation of Proxies.....................................................1
   Voting Rights, Quorum Requirement and Votes Required........................1
   Revocability of Proxy and Voting of Shares..................................1
AVAILABLE INFORMATION..........................................................2
FORWARD-LOOKING STATEMENTS.....................................................2
RISK FACTORS...................................................................3
   Risks Relating to the Mergers...............................................3
   General Risks...............................................................8
THE MERGERS...................................................................15
   Overview...................................................................15
   The Parties................................................................15
   Effect of the Mergers on Certain FSP Stockholders..........................17
   Votes Required.............................................................19
   Board Approvals............................................................19
   Accounting Treatment.......................................................19
   Interests of Certain Persons in the Mergers................................20
   Material United States Federal Income Tax Considerations...................21
   Timing and Effectiveness of the Mergers....................................21
   Comparison of Ownership Rights.............................................21
   Market Information.........................................................22
   Independent Accountants....................................................23
   Expenses of the Mergers....................................................23



BACKGROUND AND REASONS FOR THE MERGERS........................................24
   History of FSP Corp. and the Target REITs..................................24
   Background of the Mergers..................................................26
   Reasons for the Mergers....................................................28
   Consequences if Mergers not Completed......................................31
THE MERGER AGREEMENT..........................................................32
   The Mergers................................................................32
   Representations and Warranties.............................................34
   Covenants..................................................................34
   Conduct of Business Pending the Effective Date.............................35
   Conditions Precedent to the Mergers........................................35
   Termination................................................................36
   Effect of Termination......................................................37
FAIRNESS OF THE MERGERS.......................................................38
   Conclusions of the FSP Board...............................................38
   Determination of Merger Consideration......................................38
   Fairness of the Merger Consideration.......................................40
ADVICE OF FINANCIAL ADVISORS AND APPRAISALS...................................44
   Advice of A.G. Edwards.....................................................44
   Appraisals of the Target REITs' Properties.................................46
   Conclusions as to Value....................................................50
CONFLICTS OF INTEREST.........................................................51
   Common Composition of Directors and Officers...............................51
   Ownership of FSP Stock.....................................................52
   Consequences of Merger with Fair Lakes.....................................52
SELECTED FINANCIAL INFORMATION OF FSP CORP....................................53
SELECTED PRO FORMA CONSOLIDATED FINANCIAL DATA................................54
NOTES TO CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS..........................57
   Organization and Operations................................................57
   Basis of Presentation......................................................57
ASSUMPTIONS...................................................................57
COMPARATIVE PER share DATA....................................................61
DESCRIPTION OF FSP CORP.......................................................73
   Business...................................................................73
   Investment Objectives......................................................74
   Policies...................................................................76
   Competition................................................................76
   Employees..................................................................77
   Legal Proceedings..........................................................77
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................78
   Overview...................................................................78
   Critical Accounting Policies...............................................80
   Basis of Presentation......................................................80
   Recent Accounting Standards................................................82
   Financing and Other Commitments............................................84
   Investments in Non-consolidated Entities...................................84



   Results of Operations......................................................85
   Trends and Uncertainties...................................................92
   Liquidity and Capital Resources as of December 31, 2002....................94
   Liquidity and Capital Resources as of December 31, 2001....................95
   Liquidity and Capital Resources as of December 31, 2000....................95
   Sources and Uses of Funds..................................................96
   Related Party Transactions.................................................97
DESCRIPTION OF FSP CORP. CAPITAL STOCK........................................99
   General....................................................................99
   FSP Common Stock...........................................................99
   Preferred Stock...........................................................100
   Ownership Limits..........................................................100
   Unregistered Shares.......................................................101
   Redemption................................................................101
   Classification of the FSP Board...........................................102
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...................103
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE...................................................................104
BENEFICIAL OWNERSHIP OF VOTING STOCK.........................................105
EXECUTIVE COMPENSATION.......................................................107
   Certain Relationships and Related Transactions............................109
   Employment Agreements.....................................................111
   Compensation of Directors.................................................111
DIRECTORS AND EXECUTIVE OFFICERS.............................................112
NO DISSENTERS' APPRAISAL RIGHTS..............................................114
BUSINESS AND PROPERTIES OF THE TARGET REITs..................................115
SELECTED FINANCIAL INFORMATION FOR TARGET REITS..............................126
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
   TARGET REITS..............................................................134
   Results of Operations (of the Target REITs on a combined basis)...........134
   Trends and Uncertainties (for the Target REITs on a combined basis).......140
   Liquidity and Capital Resources as of December 31, 2002
   (for the Target REITs on a combined basis)................................141
   Liquidity and Capital Resources as of December 31, 2001
   (for the Target REITs on a combined basis)................................141
   Liquidity and Capital Resources as of December 31, 2000
   (for the Target REITs on a combined basis)................................142
   Sources and Uses of Funds (for the Target REITs on a combined basis)......143
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.....................144
LEGAL MATTERS................................................................160
STOCKHOLDER PROPOSALS........................................................160

FINANCIAL STATEMENTS

FSP Corp.        Years ended December 31, 2002, 2001 and 2000............  F-2



Forest Park      Year ended December 31, 2002............................  F-30
                 Year ended December 31, 2001............................  F-46
                 Year ended December 31, 2000............................  F-55
                 Period from date of inception to December 31, 1999......  F-65

The Gael         Year ended December 31, 2002............................  F-76
                 Year ended December 31, 2001............................  F-90
                 Period from date of inception to December 31, 2000......  F-99

Goldentop        Year ended December 31, 2002............................  F-109
                 Year ended December 31, 2001............................  F-125
                 Period from date of inception to December 31, 2000......  F-134

Centennial       Year ended December 31, 2002............................  F-144
                 Year ended December 31, 2001............................  F-160
                 Period from date of inception to December 31, 2000......  F-169

Meadow Point     Year ended December 31, 2002............................  F-179
                 Period from date of inception to December 31, 2001......  F-195

Timberlake       Year ended December 31, 2002............................  F-204
                 Period from date of inception to December 31, 2001......  F-221

Federal Way      Year ended December 31, 2002............................  F-230
                 Period from date of inception to December 31, 2001......  F-247

Fair Lakes       Year ended December 31, 2002............................  F-256
                 Period from date of inception to December 31, 2001......  F-273

Northwest Point  Year ended December 31, 2002............................  F-282
                 Period from date of inception to December 31, 2001......  F-299

Timberlake East  Period from date of inception to December 31, 2002......  F-309

Merrywood        Period from date of inception to December 31, 2002......  F-328

Plaza Ridge I    Period from date of inception to December 31, 2002......  F-344

Park Ten         Period from date of inception to December 31, 2002......  F-363

APPENDICES


Appendix A       Merger Agreement
Appendix B       Glossary of Terms
Appendix C       A.G. Edwards Report
Appendix D       Valuation Overview


                               THE SPECIAL MEETING

General Information


      This Proxy Statement and Notice of Special Meeting of Stockholders are
furnished in connection with the solicitation of proxies by the FSP Board for
use at the Meeting to be held at 401 Edgewater Place, Suite 200, Wakefield,
Massachusetts, the corporate offices of FSP Corp., on Friday, May 30, 2003 at
9:00 a.m., local time, or at any adjournments of the Meeting, for the purposes
set forth in this Proxy Statement and the foregoing Notice of Special Meeting of
FSP Stockholders. This Proxy Statement and accompanying proxy card are being
mailed on or about May 13, 2003 to all FSP Stockholders entitled to notice of
and to vote at the Meeting. The principal executive offices of FSP Corp. are
located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, and
FSP Corp.'s telephone number is (781) 557-1300.


Solicitation of Proxies

      All costs of solicitation of proxies will be borne by FSP Corp. In
addition to solicitations by mail, FSP Corp.'s directors, officers and
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews, and FSP Corp. reserves the right to retain
outside agencies for the purpose of soliciting proxies. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names, and, as required by law, FSP Corp. will reimburse
them for their out-of-pocket expenses in this regard.

Voting Rights, Quorum Requirement and Votes Required


      At the close of business on May 12, 2003, the record date for the
determination of stockholders entitled to notice of and to vote at the Meeting,
there were outstanding and entitled to vote an aggregate of 24,630,247 shares of
FSP Common Stock, constituting all of the outstanding voting stock of FSP Corp.
Holders of FSP Common Stock are entitled to one vote per share. Under FSP
Corp.'s charter and by-laws, the presence, in person or by proxy, of the holders
of a majority of the shares of FSP Common Stock entitled to cast votes at a
meeting is necessary to constitute a quorum at the Meeting. Votes withheld,
abstentions and broker non-votes (where a broker or nominee does not exercise
discretionary authority to vote on a matter) are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions and broker non-votes are not counted, however, for purposes of
tabulating the votes cast. The affirmative vote of the holders of a majority of
the shares of FSP Common Stock issued, outstanding, and entitled to vote at the
Meeting is required to approve the matter scheduled to be voted on at the
Meeting. If you fail either to return your proxy card or to vote in person at
the shareholder meeting, or if you mark your proxy "abstain," the effect will be
a vote against the Mergers.


Revocability of Proxy and Voting of Shares

      Any FSP Stockholder giving a proxy has the power to revoke it at any time
before it is exercised. It may be revoked by filing with the Secretary of FSP
Corp., at the principal executive offices of FSP Corp., 401 Edgewater Place,
Suite 200, Wakefield, Massachusetts


                                       1


01880, an instrument of revocation or a duly executed proxy bearing a later
date. It may also be revoked by attendance at the Meeting and an election given
to the Secretary of FSP Corp. to vote in person. If not revoked, the proxy will
be voted at the Meeting in accordance with the FSP Stockholder's instructions
indicated on the proxy card. If the proxy card is returned but no instructions
are indicated, the proxy will be voted FOR the approval of the Merger Agreement
scheduled to be voted on at the Meeting and in accordance with the judgment of
the proxies as to any other matter that may be properly brought before the
Meeting or any adjournments thereof.

                              AVAILABLE INFORMATION

      FSP Corp. is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). The reports and other information so filed by FSP
Corp. can be inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
such material can be obtained by mail from the Public Reference Section of the
Commission at 450 West Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports and other information may also be obtained from the web site
that the Commission maintains at http://www.sec.gov.

      Reports and other information concerning FSP Corp. may also be obtained
electronically through a variety of databases, including, among others, the
Commission's Electronic Data Gathering and Retrieval ("EDGAR") program,
Knight-Ridder Information Inc., Federal Filing/Dow Jones and Lexis/Nexis.

                           FORWARD-LOOKING STATEMENTS

      This Proxy Statement contains forward-looking statements. In some cases
you can identify these statements by forward-looking words such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "should," "will," and
"would" or similar words. You should read statements that contain these words
carefully because they discuss future expectations, contain projections or
forecasts of future results of operations or of financial position or state
other "forward-looking" information. Forward-looking statements are inherently
subject to risks and uncertainties, many of which cannot be predicted with
accuracy and some of which might not even be anticipated. Future events and
actual results, financial and otherwise, may differ materially from the
expectations discussed in the forward-looking statements. Important factors that
might cause such a difference include, but are not limited to, those discussed
under the caption "Risk Factors" starting on page 3. Accordingly, there can be
no assurance that the actual results will conform to the forward-looking
statements contained in this Proxy Statement. You should be aware that the
occurrence of the events described in these risk factors and elsewhere in this
Proxy Statement could have an adverse effect on the business, results of
operations and financial condition of FSP Corp.

      Any forward-looking statements in this Proxy Statement are not guarantees
of future performance, and actual results, developments and business decisions
may differ from those envisaged by such forward-looking statements, possibly
materially. FSP Corp. disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the statements in this
section.


                                        2


                                  RISK FACTORS

      In evaluating the Mergers and the Combined Company, you should carefully
consider the following factors, in addition to other matters set forth elsewhere
in this Proxy Statement.

Risks Relating to the Mergers

The officers and directors of FSP Corp. have conflicts of interest that may have
influenced them to support or approve the Merger Agreement.

      A number of conflicts of interest are inherent in the relationships among
the Target REITs, the Target Boards, FSP Corp., the FSP Board and their
respective affiliates. These conflicts of interest include, among others:

            o     George J. Carter, the President, Chief Executive Officer and a
                  director of FSP Corp., is the President and a director of each
                  Target REIT;

            o     Barry Silverstein and Dennis J. McGillicuddy, each a director
                  of FSP Corp., own an aggregate of 601.25 and 229 shares of
                  Target Stock, respectively. Such shares of Target Stock will
                  convert into 4,130,961.11 and 1,586,343.29 shares of FSP
                  Common Stock, respectively, upon consummation of the Mergers;

            o     Richard R. Norris, an Executive Vice President and a director
                  of FSP Corp., is also a director and an Executive Vice
                  President of each Target REIT;

            o     Barbara J. Corinha, Vice President, Chief Operating Officer
                  and a director of FSP Corp. is also Vice President, Chief
                  Operating Officer, Treasurer, Secretary and a director of each
                  Target REIT;

            o     Janet P. Notopoulos, Vice President and a director of FSP
                  Corp., is also a Vice President of each Target REIT; and

            o     R. Scott MacPhee and William W. Gribbell, each an Executive
                  Vice President of FSP Corp., is also each a director and an
                  Executive Vice President of each Target REIT.

            o     The Target REITs' properties are managed by FSP Property
                  Management LLC, a Massachusetts limited liability company
                  ("FSP Property Management"), a subsidiary of FSP Corp.,
                  pursuant to Management Services Agreements under which FSP
                  Corp. receives certain fees for its management services.

      No unaffiliated representatives were appointed to negotiate the terms of
the Mergers on behalf of FSP Corp. Moreover, no committee of independent
representatives was established to evaluate and approve the Mergers on behalf of
FSP Corp. Under Maryland law, the FSP Board cannot delegate to a third party its
fiduciary duties relating to the determination to approve or not approve the
Mergers. Because all of the members of the FSP Board have significant conflicts
of interest and none are, therefore, considered "independent", the FSP Board
determined it could


                                       3


not establish a committee of independent representatives to evaluate and approve
the Mergers on behalf of FSP Corp. The FSP Board determined that appointing
independent representatives to negotiate the terms of the Mergers and to make
recommendations to the FSP Board would not be worth the anticipated cost, since
the FSP Board would still be obligated to make its own independent
determinations.

      Mr. Silverstein and Mr. McGillicuddy are the only officers or directors of
FSP Corp. who are not also officers or directors of any Target REIT. The
remainder of the officers and directors of FSP Corp. serve as a director and/or
officer, in the positions listed above, of each Target REIT.

      Upon completion of the Mergers, Mr. Silverstein's percentage ownership
interest of FSP Corp. will increase from 4.66% to 10.68%, Mr. McGillicuddy's
percentage ownership interest will increase from 4.02% to 5.21%, and the
percentage ownership of the current directors and executive officers as a group
will increase from 15.04% to 19.06%.

      The officers and directors of FSP Corp. who are officers and directors of
the Target REITs have fiduciary duties to manage the Target REITs in a manner
beneficial to the Target REIT Stockholders. Similarly, FSP Corp.'s directors and
officers, including Mr. Carter, have fiduciary duties to manage FSP Corp. in a
manner beneficial to FSP Corp. and FSP Stockholders. In some circumstances,
including the negotiation of the Merger Agreement, Mr. Carter's and the other
directors' and officers' duties to the Target REITs and the Target REIT
Stockholders and their ownership of Target REIT Stock may conflict with their
duties, as directors and officers of FSP Corp., to FSP Corp. and FSP
Stockholders. A potential conflict between such fiduciary duties may not be
resolved, or if resolved, may be resolved in a manner less favorable to FSP
Corp. and FSP Stockholders than would otherwise have been the case if FSP Corp.
were dealing with unaffiliated parties.

The terms of the Merger Agreement were not negotiated.

      The terms of the Merger Agreement have been established by the directors
and officers of FSP Corp., who have significant conflicts of interest as
described above, and are not the result of negotiations. The FSP Stockholders
were not separately represented in structuring and negotiating the terms of the
Merger Agreement by an unaffiliated representative. Had separate representation
been arranged for the FSP Stockholders, the terms of the Merger Agreement might
have been different and fewer shares of FSP Common Stock might have been
allocated for the stock of some or all of the Target REITs, thereby reducing the
overall dilution to voting power and percentage ownership FSP Stockholders will
incur upon consummation of the Mergers.

The FSP Board did not obtain a fairness opinion from a third party in connection
with the Mergers.

      The FSP Board did not obtain a fairness opinion from a third party in
connection with the Mergers. Had the FSP Board obtained a fairness opinion from
a third party, FSP Stockholders would have had some assurance that an
independent third party had determined that the Merger Consideration paid to the
Target REIT Stockholders was fair to the FSP Stockholders and been able to rely
on such opinion in making their decision of whether to vote for the Mergers,
rather than only relying on the FSP Board's recommendation. Moreover, it is
possible that no independent third party would have delivered a fairness
opinion, in which case FSP Stockholders


                                        4


would have been able to consider that fact in their determination to vote for or
against the Mergers.

The nature of the FSP Stockholders' investment in FSP Corp. will change upon
consummation of the Mergers.

      Immediately prior to the consummation of the Mergers, FSP Corp. will own
16 real properties. Immediately following the consummation of the Mergers, FSP
Corp. will own 29 real properties. This increase in the number of real estate
holdings will change the manner in which FSP Corp. derives its revenues.
Following the consummation of the Mergers, FSP Corp. will derive a larger
percentage of its revenues from rents and a smaller percentage of its revenues
from real estate investment banking fees and brokerage commissions. If rental
revenues decrease in the near term, the value of the FSP Stockholders'
investment in FSP Corp. may decrease proportionately.

Although FSP Corp. and the Target REITs expect that the Mergers will result in
benefits, those benefits may not be realized.

      FSP Corp. and the Target REITs entered into the Merger Agreement with the
expectation that the Mergers will result in benefits, including:

            o     The Combined Company's real estate portfolio will be
                  substantially larger and more diverse both geographically and
                  by tenant business than that of FSP Corp., reducing the
                  dependence of an investment in the Combined Company on the
                  performance of a smaller group of assets.

            o     The Combined Company's business will generate a greater
                  percentage of its revenues from rentals from real properties
                  and a lesser percentage from real estate investment
                  banking/brokerage activities, constituting a more stable
                  income stream than that currently received by FSP Corp.

            o     The Combined Company's larger portfolio of real estate may
                  produce economies of scale, increase its purchasing power
                  relating to goods and services and reduce the percentage that
                  expenses constitute of gross revenue.

            o     The Combined Company's increased asset base should give FSP
                  Corp. the flexibility to increase its $50,000,000 line of
                  credit, enabling the Combined Company to finance the
                  acquisition of real property for itself or to provide larger
                  loans to Sponsored Entities to finance their acquisition of
                  real property.

            o     The Combined Company's larger portfolio of real properties and
                  larger equity capitalization should increase the likelihood
                  that the Combined Company may eventually be able to provide
                  liquidity for its equity investors through the public markets.

      Achieving the benefits of the Mergers will depend in part on the
sustainability of long term tenants in the real properties owned by the Combined
Company and the ability of FSP


                                        5


Corp.'s key personnel to effectively manage the additional 13 properties. If the
occupancy levels and creditworthiness of tenants are not maintained, the
Combined Company will not achieve the intended benefits of the Mergers and the
operating results of the Combined Company may be adversely effected.

If the Combined Company is not able to collect sufficient rents from each of its
owned real properties, the Combined Company may suffer significant operating
losses.

      A substantial portion of the Combined Company's revenues will be generated
by the rental income of its real properties. If the additional properties
acquired by FSP Corp. in the Mergers or the existing properties owned by FSP
Corp. do not provide the Combined Company a steady rental income, the Combined
Company's revenues will decrease and may cause the Combined Company to incur
operating losses in the future.

The Mergers may affect the level of dividends received by the FSP Stockholders.

      The Mergers may affect the level of dividends made to the FSP Stockholders
by the Combined Company. The level of dividends after the consummation of the
Mergers may be lower than the level of dividends the FSP Stockholders received
with respect to their FSP Common Stock prior to the Mergers due to the dilution
of their percentage ownership FSP Stockholders will incur upon consummation of
the Mergers. Each Target REIT expects to declare in the first quarter of 2003
and pay to its Target REIT Stockholders thereafter a dividend with respect to
its first quarter 2003 operations. The cash paid out in these dividends will
reduce the amount of cash held by each Target REIT and acquired by FSP Corp.
upon consummation of the Mergers. Because the Target REITs have not yet declared
these cash dividends, FSP Corp. cannot estimate the aggregate amount of such
dividends; however, the Merger Agreement provides that such dividends will be
paid in an amount consistent with past practice and custom of the relevant
Target REIT. Pursuant to the Merger Agreement, FSP Corp. has assumed the
obligation to pay any such dividends that have been declared but not paid prior
to the effective date of the mergers (the "Effective Date"). In addition, FSP
Corp. expects to declare in the first quarter of 2003 and pay to FSP
Stockholders in the second quarter of 2003 dividends in respect of first quarter
2003 operations. Such dividends will be payable to holders of FSP Common Stock
as of a record date prior to the Effective Date and, therefore, Target
Stockholders will only receive such dividends to the extent that they are also
FSP Stockholders and only to the extent of their holdings of FSP Common Stock.
The cash available for this dividend and possibly for future dividends to the
FSP Stockholders will be reduced by the amount of expenses related to the
Mergers paid by FSP Corp. Regardless of the initial level of the Combined
Company's dividends, they could decline in the future to a level at which the
FSP Stockholders could receive lower dividends than they received prior to the
consummation of the Mergers. Moreover, because FSP Corp.'s investment banking
business is transactional in nature, there is no predictable recurring level of
revenue for such activities. As a result of this, the amount of cash available
for distribution may fluctuate, which may result in FSP Corp.'s not being able
to maintain growth in dividend levels in the future.

The real properties held by the Combined Company may significantly decrease in
value.


                                        6


      The Combined Company will hold 29 properties as its assets following the
consummation of the Mergers. Some or all of these properties may decline in
value. To the extent the Combined Company's real properties decline in value,
the FSP Stockholders could lose some or all the value of their initial
investments.

FSP Stockholders will be diluted upon the consummation of the Mergers.


      The issuance of approximately 25,000,091 shares of FSP Common Stock as
Merger Consideration will cause FSP Stockholders to be immediately and
substantially diluted in percentage ownership. As of May 12, 2003, the record
date, there were 24,630,246.71 shares of FSP Common Stock issued and
outstanding. Moreover, because the Target REIT Stockholders will become
stockholders of the Combined Company immediately following the Mergers, FSP
Stockholders will also lose relative voting power relating to matters of the
Combined Company to be voted on by all security holders.


The officers and directors of FSP Corp. will have an increased level of voting
control after the Mergers.

      The officers and directors of FSP Corp. currently own 15.04% of FSP Corp.
Specifically, Mr. Silverstein and Mr. McGillicuddy own 4.66% and 4.02%,
respectively, of FSP Corp. After the Mergers the directors and officers of the
Combined Company will own 19.06% of the Combined Company. Messrs. Silverstein
and McGillicuddy will own 10.68% and 5.21%, respectively, of the Combined
Company. The greater concentration of ownership in the officers and directors of
the Combined Company may make it easier for the Board of Directors, or
management, of the Combined Company to obtain in the future shareholder approval
of corporate actions or election of the Combined Company's nominees as
directors.

The Combined Company may be liable for contingent or undisclosed liabilities of
the Target REITs.

      Each of the Target REITs has delivered to FSP Corp. its financial
statements disclosing all known material liabilities and contingent liabilities.
Each Target REIT has represented and warranted that the financial statements
fairly present the financial position of each Target REIT, and each Target REIT
will represent on the Effective Date that there have been no material adverse
changes between the date of the financial statements and the Effective Date. The
accuracy and completeness of these representations are conditions to the
consummation of the Mergers and if, on or prior to the Effective Date, these
representations and warranties are known to be inaccurate, FSP Corp. may elect
not to consummate the Mergers with the Target REIT that failed to fully and
accurately disclose its financial position. As these representations do not
survive the Effective Date, after the Effective Date the Combined Company will
have no recourse against the Target REITs or the Target REIT Stockholders for
any contingent or undisclosed liabilities which first became known after the
Effective Date. If any contingent or undisclosed liabilities are discovered
after the Effective Date, the Combined Company's balance sheet may be adversely
affected, causing the value of the FSP Stockholders' interests in the Combined
Company to decrease.


                                        7


Following the consummation of the Mergers, the Combined Company may not longer
qualify as a REIT.

      As a result of the combination of FSP Corp. with the Target REITs pursuant
to the Mergers, FSP Corp. might no longer qualify as a real estate investment
trust under Section 856 of the Internal Revenue Code of 1986, as amended (the
"Code"). FSP Corp. could lose its ability to so qualify for a variety of reasons
relating to the nature of the assets acquired from the Target REITs, the
identity of the shareholders of the Target REITs who become shareholders of FSP
Corp. or the failure of one or more of the Target REITs to have previously
qualified as a real estate investment trust.

If the Combined Company's line of credit is substantially increased, the
Combined Company may borrow more than it is capable of reasonably repaying.

      One expected benefit from the Mergers is that the Combined Company's
increased asset base should give it the flexibility to increase FSP Corp.'s
$50,000,000 line of credit, enabling the Combined Company to finance the
acquisition of real property for itself or to provide larger loans to Sponsored
Entities to finance their acquisition of real property. However, if the Combined
Company borrows heavily against any increased line of credit, the Combined
Company may experience difficulties repaying such line of credit, particularly
if the Combined Company's cash flows are substantially reduced for any reason.
An increased line of credit may create a greater likelihood that the Combined
Company will not be able to sustain its debt obligations under such line of
credit and cause a default thereunder.

General Risks

The Combined Company would incur adverse tax consequences if it failed to
qualify as a REIT.

      The parties intend that the Combined Company will continue to qualify as a
real estate investment trust for federal income tax purposes following the
consummation of the Mergers. If in any taxable year the Combined Company does
not qualify as a real estate investment trust, it would be taxed as a
corporation and distributions to its stockholders would not be deductible by the
Combined Company in computing its taxable income. In addition, if the Combined
Company were to fail to qualify as a real estate investment trust, the Combined
Company could be disqualified from treatment as a real estate investment trust
in the year in which such failure occurred and for the next four taxable years
and, consequently, would be taxed as a corporation during such years. Failure to
qualify for even one taxable year could result in a significant reduction of the
Combined Company's cash available for distributions to its stockholders or could
require the Combined Company to incur indebtedness or liquidate investments in
order to generate sufficient funds to pay the resulting federal income tax
liabilities. In addition, timing differences between the receipt of income and
payment of expenses and the inclusion and deduction of such amounts in arriving
at taxable income of the Combined Company could make it necessary for the
Combined Company to borrow in order to make certain distributions to its
stockholders in satisfaction of the 90% distribution requirement applicable to
real estate investment trusts. The provisions of the Internal Revenue Code
governing the taxation of real estate investment trusts are very technical and
complex, and although the Combined Company expects that it will be organized and
will operate in a manner that will enable it to meet such


                                        8


requirements, no assurance can be given that it will succeed in doing so during
the entire life of the Combined Company. In addition, you should note that if
one or more of the Target REITs did not qualify as a real estate investment
trust immediately prior to the consummation of the Mergers, the Combined Company
would be disqualified as a REIT as a result of the Mergers.

The Combined Company faces risks in continuing to attract investors for the
Sponsored Entities.

      The Combined Company will continue FSP Corp.'s investment banking business
which will depend upon the Combined Company's ability to attract purchasers of
equity interests in Sponsored Entities. The Combined Company'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 Combined Company's ability to expand the investor pool for
the Sponsored Entities by identifying new potential investors. Moreover, FSP
Corp.'s investment banking business may be impacted to the extent existing
Sponsored Entities incur losses or have operating results that fail to meet
investors' expectations. The Combined Company expects that its investment
banking business will account for a smaller percentage of its overall revenue on
a going forward basis due to the expected increase in the percentage of revenues
derived from rents.

The Combined Company faces risks in owning and operating real property.

      An investment in the Combined Company 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 Combined Company'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.

      Certain significant costs, such as real estate taxes, utilities, insurance
and maintenance costs, generally are not reduced even when a property's rental
income is reduced. In addition, environmental and tax laws, interest rate
levels, the availability of financing and other factors may affect real estate
values and property income. Furthermore, the supply of commercial and
multi-family residential space fluctuates with market conditions.

The Combined Company faces risks from tenant defaults or bankruptcies.


                                        9


      If any of the Combined Company's tenants defaults on its lease, the
Combined Company may experience delays in enforcing its rights as a landlord and
may incur substantial costs in protecting its investment. In addition, at any
time, a tenant of one of the Combined Company's properties may seek the
protection of bankruptcy laws, which could result in the rejection and
termination of such tenant's lease and thereby cause a reduction in cash
available for distribution to the Combined Company's stockholders.

The Combined Company may encounter significant delays in reletting vacant space,
resulting in losses of income.

      When leases expire, the Combined Company will incur expenses and may not
be able to re-lease the space on the same terms. Certain leases provide tenants
the right to terminate early if they pay a fee. If the Combined Company is
unable to re-lease space promptly, if the terms are significantly less favorable
than anticipated or if the costs are higher, the Combined Company may have to
reduce its distributions to its stockholders.

The Combined Company faces risks from geographic concentration.

      The properties in the Combined Company's portfolio are distributed among
the major geographic segments by aggregate square footage to be owned by the
Combined Company, as follows: Southwest - 28%; Northeast - 30%; Midwest - 19%;
West - 15%; and Southeast - 8%. However, within certain of those segments, a
large concentration exists within a particular city and its immediately
surrounding area; specifically, Houston, Texas - 21% and Washington, DC - 13%.
The Combined Company is likely to face risks to the extent that any of these
areas suffer deteriorating economic conditions.

FSP Corp. competes and the Combined Company will compete with national, regional
and local real estate operators and developers, which could adversely affect the
Combined Company's cash flow.

      Competition exists in every market in which FSP Corp.'s properties are
located and in every market in which the Combined Company's properties will be
located. The Combined Company will compete with, among others, national,
regional and numerous local real estate operators and developers. Such
competition may adversely affect the percentage of leased space and the rental
revenues of the Combined Company's properties, which could adversely affect the
Combined Company's cash flow from operations and its ability to make expected
distributions to the FSP Stockholders. Some of the Combined Company's
competitors may have more resources than the Combined Company 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 Combined Company is affected by
competition will depend in significant part on local market conditions.

There is limited potential for an increase in leased space gains in the Combined
Company's properties.


                                       10


      The Combined Company anticipates that future increases in revenue from the
Combined Company's properties will be primarily the result of scheduled rental
rate increases or rental rate increases as leases expire. Thirteen out of the 17
FSP Corp. properties' percentage of rentable square feet leased was in excess of
95% as of December 31, 2002 and 11 out of 13 of the Target REITs' properties
percentage of rentable square feet leased was in excess of 95% as of December
31, 2002. Those properties with higher rates of vacancy are located in soft
economic markets so that it may be difficult to realize increases in revenue
when vacant space is re-leased. To the extent that the properties of the
Combined Company continue to operate profitably, this will likely stimulate new
development of competing properties.

The Combined Company will be subject to possible liability relating to
environmental matters, and FSP Corp. 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. Each Target REIT obtained a Phase I
environmental assessment for the property held by it at the time of acquisition
of such property. FSP Corp. (through its subsidiaries) has been involved in the
operation of each such property since that acquisition, and is not aware of any
material changes to the environmental conditions at any of the properties held
by the Target REITs since their acquisition. However, FSP Corp. cannot assure
you that any environmental assessments of the Target REITs' properties that have
been provided to it have revealed all potential environmental liabilities, that
any prior owner or operator of the properties did not create any material
environmental condition not known to FSP Corp. or the Target REIT, 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 Combined Company's
financial condition or results of operations. In addition, FSP Corp. cannot
assure you that:

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

            o     the current environmental conditions of FSP Corp.'s and the
                  Target REITs' respective 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 FSP Corp. or the Target REITs;

            o     the current environmental conditions of the Target REITs'
                  properties will not be affected by mold or other environmental
                  pollutants that could affect indoor air quality;


                                       11


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

            o     environmental conditions, such as the growth of bacteria and
                  toxic mold in heating and ventilation systems or on walls,
                  will not occur at the Combined Company's properties and pose a
                  threat to human health.

The Combined Company will be subject to compliance with the Americans With
Disabilities Act and fire and safety regulations which could require the
Combined Company to make significant capital expenditures.

      All of the Target REITs' 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
Combined Company 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 Combined Company's properties. Compliance with such requirements may require
the Combined Company to make substantial capital expenditures, which
expenditures would reduce cash otherwise available for distribution to its
stockholders. The property held by each Target REIT was inspected for compliance
with the ADA at the time of acquisition of such property and was found to be in
material compliance. FSP Corp. (through its subsidiaries) has been involved in
the operation of each such property since that acquisition, and is not aware of
any alterations to the properties that were not made in compliance with the ADA.

There are significant conditions to the Combined Company's obligation to redeem
shares of FSP Common Stock, and any such redemption will result in the
stockholders tendering shares receiving less than their fair market value.

      Under the Combined Company's redemption plan, the Combined Company is only
obligated to use its best efforts to redeem shares of FSP Common Stock from
stockholders wishing to have them redeemed. There are significant conditions to
the Combined Company's obligation to redeem shares of FSP Common Stock
including:

            o     the Combined Company cannot be insolvent or be rendered
                  insolvent by the redemption;

            o     redemption cannot impair the capital or operations of the
                  Combined Company;


                                       12


            o     the redemption cannot contravene any provision of federal or
                  state securities laws;

            o     the redemption cannot result in the Combined Company's failing
                  to qualify as a REIT; and

            o     the Combined Company's management must determine that the
                  redemption is in the best interests of the Combined Company.

      Any redemption effected by the Combined Company under this plan would
result in the stockholders tendering shares of FSP Common Stock receiving 90% of
the fair market value, as determined by the FSP Board in its sole and absolute
discretion, of such shares and not their full fair market value.

The Combined Company may lose capital investment or anticipated profits if an
uninsured event occurs.

      The Combined Company will carry or its tenants carry comprehensive
liability, fire and extended coverage with respect to each of the properties
owned by the Combined Company, with policy specification and insured limits
customarily carried for similar properties. There are, however, certain types of
losses, such as from wars, terrorism, 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 Combined Company could lose both its capital invested
in the property and anticipated profits.

The FSP Stockholders may experience greater risks relating to diversification of
portfolios following the Mergers.

      The assets and liabilities of the Target REITs and of FSP Corp. will be
combined in the Mergers. As a result of the Mergers, the geographic diversity of
the properties in which FSP Stockholders will own an interest will change.
However, because the market for real estate may vary widely from one region of
the country to another, the change in geographic diversity may expose FSP
Stockholders to different and greater risks than those to which they are
presently exposed.


                                       13


The officers and directors of FSP Corp. may have significant conflicts of
interest.

FSP Corp. is subject to potential conflicts of interest arising from the real
estate activities of existing and future Sponsored REITs. The officers of FSP
Corp., who are also officers of the Sponsored REITs and are expected to be
officers of future Sponsored REITs, will not be spending full time in connection
with the management of the business of FSP Corp. and will be actively engaged in
supervising the acquisition and/or operation of properties that may be acquired
by Sponsored REITs and that may be in competition with properties owned by FSP
Corp. The fact that these officers will be actively engaged in the operation of
Sponsored REITs may affect their ability to perform their respective obligations
to FSP Corp. It is possible that FSP Corp. may be presented with business
opportunities that might be appropriately pursued by it or by an existing or
newly-formed Sponsored REIT. Finally, two of the directors of FSP Corp., Barry
Silverstein and Dennis J. McGillicuddy, own a significant number of shares in
the Sponsored REITs and may own shares in future Sponsored REITs.


                                      14


                                   THE MERGERS

      The information contained in this Proxy Statement with respect to the
Mergers is qualified in its entirety by reference to the Merger Agreement by and
among FSP Corp. and the Target REITs, a copy of which is set forth as Appendix A
hereto and incorporated herein by reference.

Overview

      FSP Corp. entered into the Merger Agreement, dated January 14, 2003, among
FSP Corp. and the Target REITs. The Merger Agreement provides for the merger of
each Target REIT with and into FSP Corp., with FSP Corp. being the surviving
corporation.

      The Merger Agreement provides that the Mergers will be effected at the
time of the filing of the Certificates of Merger with the Secretary of State of
the State of Delaware and with the State Department of Assessment and Taxation
of the State of Maryland or at another date as may be specified in the
Certificates of Merger. On the Effective Date, FSP Corp. will acquire by merger
each Target REIT. The Target REIT Stockholders will be issued shares of FSP
Common Stock in an offering exempt from registration under Section 4(2) of the
Securities Act and Rule 506 of Registration D promulgated thereunder. The FSP
Board expects that the Effective Date will be on or about June 1, 2003. The
Mergers will not require any federal or state regulatory approvals.

The Parties

      FSP Corp. FSP Corp. is a Maryland corporation that operates in a manner
intended to qualify as a real estate investment trust for federal income tax
purposes. It is the successor to Franklin Street Partners Limited Partnership, a
Massachusetts limited partnership (the "FSP Partnership"). On January 1, 2002,
the Conversion became effective. Pursuant to the Conversion, the FSP Partnership
ceased to exist, FSP Corp. succeeded to the business of the FSP Partnership and
each unit of both general and limited partnership interests in the FSP
Partnership was converted into one share of FSP Common Stock. As a result of the
Conversion, FSP Corp. now holds, directly and indirectly, 100% of the interest
in three former subsidiaries of the FSP Partnership: FSP Investments LLC, a
Massachusetts limited liability company ("FSP Investments"), FSP Property
Management, and 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) Sponsored Entities, some of which were Sponsored
Partnerships and some of which are 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 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. The Mergers will
not cause the Combined Company to incur any additional fees for management of
its investments. FSP Investments is a registered broker/dealer with the
Commission and is a member of the National Association of Securities Dealers,
Inc. FSP Corp. has made an election to treat FSP Investments as a "taxable REIT
subsidiary" for federal income tax purposes.


                                       15


      FSP Property Management asset manages each Sponsored Entity and provides
property management services or property accounting services to eight Sponsored
Entities. FSP Property Management receives fee income from those Sponsored
Entities that have not been acquired by FSP Corp. FSP Property Management does
not receive any rental income. As a result of the Mergers, fee income received
by FSP Property Management from the 13 Target REITs will be eliminated on the
consolidated financial statements of the Combined Company for accounting
purposes.

      As of December 31, 2002, FSP Corp. had sponsored 33 Sponsored Entities, 17
of which are Sponsored Partnerships and 16 of which are Sponsored REITs, and
each of which owns or owned real property. In February 2003, FSP Corp.
consummated the sale of the property owned by a Sponsored Partnership, thereby
reducing to 16 the number of Sponsored Partnerships owning real property. FSP
Holdings, which is a wholly-owned subsidiary of FSP Corp., is the general
partner of each Sponsored Partnership. The FSP Partnership acquired all limited
partners' interest in the Sponsored Partnerships pursuant to mergers effective
January 1, 1999, January 1, 2000 and October 1, 2000. In connection with these
mergers, the FSP Partnership issued units of the FSP Partnership to the limited
partners of the Sponsored Partnerships. As a result of the Conversion, FSP Corp.
is now the sole limited partner of each Sponsored Partnership. Reference in this
Proxy Statement to FSP Corp.'s properties means the real properties owned by
these Sponsored Partnerships.

      FSP Corp. holds a nominal interest in each of the Sponsored REITs through
its ownership of 100% of the common stock of each Sponsored REIT. The preferred
stock interests in each Sponsored REIT are held by investors who acquired their
interests in an offering exempt from registration pursuant to Section 4(2) of
the Securities Act and Regulation D promulgated thereunder. The Sponsored REITs
include the 13 Target REITs. After the consummation of the Mergers, FSP Corp.
will continue to own all of the interests in the 17 Sponsored Partnerships. The
Target REITs will merge with and into FSP Corp., with FSP Corp. as the surviving
corporation, and will therefore no longer exist after the consummation of the
Mergers. The remaining three Sponsored REITs will be unaffected by the Mergers.

      FSP Corp. has two principal sources of revenue:

            o     Investment banking income consisting of brokerage commissions
                  and other related fees paid to FSP Investments in connection
                  with the organization and offering of Sponsored Entities and
                  loan origination fees paid in connection with loans to
                  Sponsored Entities.

            o     Rental income from the real properties it owns.

      The principal executive offices of FSP Corp. are located at 401 Edgewater
Place, Suite 200, Wakefield, Massachusetts 01880, and FSP Corp.'s telephone
number is (781) 557-1300. FSP Corp. leases its executive offices.


                                       16


      The Target REITs

      Each Target REIT is a privately-held real estate investment trust formed
as a corporation under the laws of the State of Delaware for the purpose of
acquiring, developing and operating a single real property.

      Forest Park. Forest Park holds an office building in Charlotte, North
Carolina.

      The Gael. The Gael holds an apartment complex in Houston, Texas.

      Goldentop. Goldentop holds a research and development/office building in
San Diego, California.

      Centennial. Centennial holds "flex" office buildings in Colorado Springs,
Colorado.

      Meadow Point. Meadow Point holds an office building in Chantilly,
Virginia.

      Timberlake. Timberlake holds office buildings in Chesterfield, Missouri.

      Federal Way. Federal Way holds office buildings in Federal Way,
Washington.

      Fair Lakes. Fair Lakes holds an office building in Fairfax, Virginia.

      Northwest Point. Northwest Point holds an office building in Elk Grove
Village, Illinois.

      Timberlake East. Timberlake East holds an office building in Chesterfield,
Missouri.

      Merrywood. Merrywood holds an apartment complex in Katy, Texas.

      Plaza Ridge I. Plaza Ridge I holds an office building in Herndon,
Virginia.

      Park Ten. Park Ten holds an office building in Houston, Texas.

      The principal executive offices of the Target REITs are located at 401
Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, and the telephone
number if (781) 557-1300. FSP Corp. leases the executive offices to the Target
REITs.

Effect of the Mergers on Certain FSP Stockholders

      The following table sets forth certain information showing beneficial
ownership of FSP Common Stock as of January 1, 2003, on a pro forma basis, as
adjusted to reflect the issuance of approximately 25,000,091 shares of FSP
Common Stock in the Mergers, by (i) each person known by FSP Corp. to own more
than 5% of the outstanding shares of FSP Common Stock, (ii) each director of FSP
Corp. and (iii) all directors and executive officers as a group as follows:


                                       17


                                                                Percentage of
                                         Number of Shares      Outstanding FSP
                                        Beneficially Owned    Common Stock After
                                        After Consummation   Consummation of the
                                         of Mergers(1)(2)        Mergers (3)
                                         ----------------        -----------

Barry Silverstein....................     5,300,766.38              10.68%(4)
Dennis J.  McGillicuddy..............     2,583,493.58               5.21%
George J.  Carter....................       775,531.33               1.56%
Richard R.  Norris...................       259,055.99                  *
Barbara J.  Corinha..................        25,522.71                  *
Janet P.  Notopoulos.................        12,574.59                  *
All current directors and executive
officers as a group (8 persons)......     9,459,158.99              19.06%

----------
* Less than 1%.

(1) Beneficial ownership of FSP Common Stock is determined in accordance with
the rules of the Commission, and includes shares for which the holder has sole
or shared voting or investment power. FSP Corp. does not have any outstanding
stock options or other securities convertible into FSP Common Stock. The
inclusion herein of shares as beneficially owned does not constitute an
admission of beneficial ownership.

(2) See Notes to table entitled "Beneficial Ownership of Voting Stock" on page
105 of this Proxy Statement.

(3) Based upon approximately 49,630,337 shares of FSP Common Stock which will be
issued and outstanding after the consummation of the Mergers pursuant to the
Merger Agreement.

(4) The FSP Board has exempted Mr. Silverstein from the Ownership Limit of 9.8%
of Equity Securities of FSP Corp. to the extent that Mr. Silverstein's ownership
exceeds the Ownership Limit as a result of the consummation of the Mergers. See
"Description of FSP Corp. Capital Stock - Ownership Limit."

      As of the date of this Proxy Statement, FSP Corp. has no commitments to
issue any capital stock to any of the persons listed above except as
contemplated by the Merger Agreement. The FSP Board has exempted from the
application of Section 3-602 of the MGCL (business combinations with interested
stockholders and special voting requirements for such transactions) any business
combination between FSP Corp. and any entity the syndication of which has been
sponsored by FSP Corp., to the extent that Section 3-602 of the MGCL would
otherwise be applicable by virtue of Mr. Silverstein being an "interested
stockholder" (as the term is defined in Section 3-601 of the MGCL).


                                       18


Votes Required

      FSP Corp. The affirmative vote of the holders of a majority of the shares
of FSP Common Stock issued, outstanding and entitled to vote at the Meeting is
required to approve the Merger Agreement, providing for the Mergers and the
issuance of the Merger Consideration.

      The executive officers and directors of FSP Corp. hold an aggregate of
3,705,307.01 shares of FSP Common Stock, constituting approximately 15.04% of
the outstanding shares of FSP Common Stock. The executive officers and directors
have indicated that they intend to vote their respective shares in favor of the
Merger Agreement.

      The Target REITs. The affirmative vote of the holders of a majority of the
Target Stock in each of the Target REITs is also required to effectuate the
applicable Mergers. If one or more Target REITs does not obtain the vote
required for the consummation of the Merger with such Target REIT, FSP Corp.
will not proceed with the Mergers of any other Target REIT. Each Target REIT
will solicit the vote of its Target REIT Stockholders separately. The
affirmative vote of the holders of a majority of the common stock in each Target
REIT is also required to effectuate the applicable Merger. FSP Corp. is the sole
stockholder of the common stock of each Target REIT, and will vote those shares
in favor of the respective Mergers.

      Barry Silverstein and Dennis J. McGillicuddy, each a director of FSP
Corp., own an aggregate of 601.25 and 229 shares of Target Stock, respectively.
Such shares of Target Stock will convert into 4,130,961.11 and 1,586,343.29
shares of FSP Common Stock, respectively, upon consummation of the Mergers.
Messrs. Silverstein and McGillicuddy have indicated that they intend to vote
their respective shares of Target Stock in favor of the Merger Agreement.

      FSP Stockholders will incur substantial dilution to their voting power and
percentage ownership in FSP Corp. due to the number of shares of FSP Common
Stock being issued to the Target REIT Stockholders as a result of the Mergers.
The Target REIT Stockholders will own 50.37% of the voting power and percentage
ownership in FSP Corp. following the consummation of the Mergers.

Board Approvals

      The FSP Board has voted to approve the Merger Agreement, providing for the
Mergers and the issuance of the Merger Consideration.

      The Target Boards have each voted to approve the Merger Agreement,
providing for the Mergers and the issuance of the Merger Consideration.

Accounting Treatment

      The Mergers will be treated as a purchase pursuant to Statement of
Financial Accounting Standards No.141 "Business Combinations".

      FSP Corp. believes that the fair value of the real estate assets
(appraised value of the properties) plus the other assets and liabilities of
each Target REIT acquired is more readily


                                       19


determinable than the fair market value of the consideration being given by FSP
Corp. in connection with the Mergers. The assets of each Target REIT are
comprised principally of real estate assets. Each Target REIT's other assets and
liabilities are those ordinarily occurring in real estate operations. The
valuation of FSP Corp.'s stock is more complex as it is based on a model that
includes both an investment banking business, which is transactional in nature,
as well as an asset-driven real estate business.

      Accordingly, upon merger, the assets and liabilities of each Target REIT
will be recorded at their fair values. The financial statements of FSP Corp.
will reflect the consolidated operations of FSP Corp. and the Target REITs from
the date of consummation of the Mergers.

Interests of Certain Persons in the Mergers

      A number of conflicts of interest are inherent in the relationships among
the Target REITs, the Target Boards, FSP Corp., the FSP Board and their
respective affiliates. These conflicts of interest include, among others:

            o     George J. Carter, the President, Chief Executive Officer and a
                  director of FSP Corp., is the President and a director of each
                  Target REIT;

            o     Barry Silverstein and Dennis J. McGillicuddy, each a director
                  of FSP Corp., own an aggregate of 601.25 and 229 shares of
                  Target Stock, respectively. Such shares of Target Stock will
                  convert into 4,130,961.11 and 1,586,343.29 shares of FSP
                  Common Stock, respectively, upon consummation of the Mergers;

            o     Richard R. Norris, an Executive Vice President and a director
                  of FSP Corp., is also a director and an Executive Vice
                  President of each Target REIT;

            o     Barbara J. Corinha, Vice President, Chief Operating Officer
                  and a director of FSP Corp. is also Vice President, Chief
                  Operating Officer, Treasurer, Secretary and a director of each
                  Target REIT;

            o     Janet P. Notopoulos, Vice President and a director of FSP
                  Corp., is also a Vice President of each Target REIT; and

            o     R. Scott MacPhee and William W. Gribbell, each an Executive
                  Vice President of FSP Corp., is also each a director and an
                  Executive Vice President of each Target REIT.

      No unaffiliated representatives were appointed to negotiate the terms of
the Mergers on behalf of FSP Corp. Moreover, no committee of independent
representatives was established to evaluate and approve the Mergers on behalf of
FSP Corp. Under Maryland law, the FSP Board cannot delegate to a third party its
fiduciary duties relating to the determination to approve or not approve the
Mergers. Because all of the members of the FSP Board have significant conflicts
of interest and none are, therefore, considered "independent", the FSP Board
determined it could


                                       20


not establish a committee of independent representatives to evaluate and approve
the Mergers on behalf of FSP Corp. The FSP Board determined that appointing
independent representatives to negotiate the terms of the Mergers and to make
recommendations to the FSP Board would not be worth the anticipated cost, since
the FSP Board would still be obligated to make its own independent
determinations.

      Mr. Silverstein and Mr. McGillicuddy are the only officers or directors of
FSP Corp. who are not also officers or directors of any Target REIT. The
remainder of the officers and directors of FSP Corp. serve as a director and/or
officer, in the positions listed above, of each Target REIT.

      Upon completion of the Mergers, Mr. Silverstein's percentage ownership
interest will increase from 4.66% to 10.68%, Mr. McGillicuddy's percentage
ownership interest will increase from 4.02% to 5.21%, and the percentage
ownership of the current directors and executive officers as a group will
increase from 15.04% to 19.06%.

      Except as described above, no director or executive officer of FSP Corp.
who has served in such capacity since January 1, 2000, nor any associate of any
of the foregoing persons, has any direct or indirect substantial interest in the
Mergers. No affiliate of FSP Corp. and the Target REITs (other than each other)
has any direct or indirect material interest in the Mergers.

Material United States Federal Income Tax Considerations

      The Mergers are intended to qualify as reorganizations within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
It is a condition to the closing of the Mergers that FSP Corp. shall have
received an opinion from Hale and Dorr LLP to the effect that the Mergers should
be treated for United States federal income tax purposes as reorganizations
within the meaning of Section 368(a) of the Code and confirming in all material
respects that, as of the closing date of the Mergers (the "Closing Date"), the
discussion set forth under the heading "Material United States Federal Income
Tax Considerations" in the Proxy Statement and the Consent Solicitation/Offering
Memorandum, including any opinions expressed therein, to the extent that it
involves matters of law, is accurate. If the Mergers qualify as reorganizations,
there will be no United States federal income tax consequences to FSP Corp. as a
result of the Mergers.

Timing and Effectiveness of the Mergers

      The Effective Date of the Mergers is expected to occur on or about June 1,
2003.

Comparison of Ownership Rights

      The consummation of the Mergers will not change the existing rights of FSP
Stockholders, although FSP Stockholders will experience immediate and
substantial dilution.


                                       21


Market Information

         There is no established public trading market for FSP Common Stock. The
fair market value of FSP Common Stock as determined by the FSP Board was $14.75
per share as of December 31, 2002.


      As of May 1, 2003, there were 740 holders of record of FSP Common Stock.
This computation is based upon the number of record holders reflected in the
corporate records of FSP Corp.


      FSP Corp. has declared a dividend of $0.31 per share of FSP Common Stock
payable to stockholders of record as of January 24, 2003. Set forth below are
the distributions per unit of limited partnership interest (each, a "FSP Unit")
that the FSP Partnership or dividends per share of FSP Common Stock that FSP
Corp., as the case may be, made in each quarter since the quarter ended March
31, 2000.

                                       Distribution Amount Per FSP Unit or
                                         Dividend Amount Per Share of
                 Quarter Ended                FSP Common Stock
                 -------------                ----------------

                    3/31/00                        $0.23
                    6/30/00                        $0.24
                    9/30/00                        $0.25
                   12/31/00                        $0.26
                    3/31/01                        $0.27
                    6/30/01                        $0.28
                    9/30/01                        $0.29
                   12/31/01                        $0.30
                    3/31/02                        $0.31
                    6/30/02                        $0.31
                    9/30/02                        $0.31
                   12/31/02                        $0.31
                    3/31/03                        $0.31

      While not guaranteed, FSP Corp. expects that cash dividends on FSP Common
Stock comparable to FSP Corp.'s most recent quarterly dividend will continue to
be paid in the future.

                      Equity Compensation Plan Information

      The following table provides information about FSP Common Stock that may
be issued under all of FSP Corp.'s equity compensation plans as of January 1,
2003. FSP Corp. only has one equity compensation plan, the 2002 Stock Incentive
Plan. FSP Corp.'s stockholders approved this plan in May 2002.


                                       22




                                                                                                    (c)
                                                                                           Number of Securities
                                                                                           Available for Future
                                            (a)                          (b)               Issuance Under Equity
                                Number of Securities to be    Weighted-Average Exercise     Compensation Plans
                                  Issued Upon Exercise of       Price of Outstanding       (Excluding Securities
                                   Outstanding Options,               Options,             Reflected in Column
         Plan Category           Warrants and Rights(1)(2)       Warrants and Rights             (a)(1)(2)
         -------------           -------------------------       -------------------             ---------

                                                                                      
Equity Compensation Plans
Approved by Security Holders ....         None (3)                     N/A                     1,956,001.46

Equity Compensation Plans Not
Approved by Security Holders ....         None                         N/A                              N/A
                                          ----                         ---                     ------------

Total............................         None                         N/A                     1,956,001.46
                                          ====                         ===                     ============


(1) The number of shares is subject to adjustments in the event of stock splits
and other similar events.

(2) The 2002 Stock Incentive Plan provides for the granting of awards consisting
of shares of FSP Common Stock without reference to vesting periods.

(3) An aggregate of 43,998.54 shares of FSP Common Stock were issued to R. Scott
MacPhee, an Executive Vice President of FSP Corp. and an Executive Vice
President of each Target REIT, in July 2002 under the 2002 Stock Incentive Plan.

Independent Accountants

      It is expected that a representative of PricewaterhouseCoopers LLP, FSP
Corp.'s independent accountants, will be present at the Meeting and will be
available to respond to appropriate questions from FSP Stockholders and to make
a statement if he or she desires to do so.

      In September 2002, Fair Lakes consented to an assignment of its lease with
PricewaterhouseCoopers LLP to International Business Machines Corporation, but
PricewaterhouseCoopers LLP remains obligated for payments under the lease.
PricewaterhouseCoopers LLP has informed FSP Corp. that if the Merger between FSP
Corp. and Fair Lakes is consummated, PricewaterhouseCoopers LLP will no longer
be considered "independent" in connection with providing auditing services to
FSP Corp. At that time, FSP Corp. will have to either release
PricewaterhouseCoopers LLP from its obligation under the lease or choose another
independent accountant.

Expenses of the Mergers

      The expenses payable by FSP Corp. in connection with the Mergers are
estimated to be $900,000.


                                       23


                     BACKGROUND AND REASONS FOR THE MERGERS

History of FSP Corp. and the Target REITs

      FSP Corp., a Maryland corporation, is the successor to the FSP
Partnership. Pursuant to the Conversion, the FSP Partnership ceased to exist,
FSP Corp. succeeded to the business of the FSP Partnership. As a result of the
Conversion, FSP Corp. now holds, directly and indirectly,

100% of the interest in three former subsidiaries of the FSP Partnership: FSP
Investments, FSP Property Management, and 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 Sponsored
Entities, some of which were Sponsored Partnerships and some of which are
Sponsored REITs, (b) the acquisition of real estate by the Sponsored Entities
and (c) the sale of equity interests in the Sponsored Entities. As a result of
the Mergers, income and expenses directly related to the four Target REITs that
were syndicated in 2002 will be eliminated on the pro forma consolidated
financial statements of the Combined Company for accounting purposes.

      FSP Property Management manages, either directly or through a third party,
each Sponsored Entity. FSP Property Management receives fee income from those
Sponsored Entities that have not been acquired by FSP Corp. FSP Property
Management does not receive any rental income. As a result of the Mergers, fee
income received by FSP Property Management and expenses paid by the 13 Target
REITs will be eliminated on the pro forma consolidated financial statements of
the Combined Company for accounting purposes.

      FSP Corp. holds all of its interests in real property through the 17
Sponsored Partnerships that it has acquired, each of which owns or owned real
property. FSP Holdings, which is a wholly-owned subsidiary of FSP Corp., is the
general partner of each Sponsored Partnership, and FSP Corp. is the sole limited
partner of each Sponsored Partnership.

      FSP Corp. holds a nominal interest in each of the Sponsored REITs through
its ownership of 100% of the common stock of each Sponsored REIT. The preferred
stock interests in each Sponsored REIT are held by investors who acquired their
interests in an offering exempt from registration pursuant to Section 4(2) of
the Securities Act and Regulation D promulgated thereunder. As of December 31,
2002, FSP Investments had consummated the offering of 16 Sponsored REITs, which
include the 13 Target REITs. After the consummation of the Mergers, the Target
REITs will merge with and into FSP Corp., with FSP Corp. as the surviving
corporation, and will therefore no longer exist after the consummation of the
Mergers. The remaining four Sponsored REITs will be unaffected by the Mergers.
Also unaffected by the Mergers, except for the elimination of any intercompany
transactions, are the 17 Sponsored Partnerships, FSP Investments, FSP Holdings
and FSP Property Management.

      Set forth below is information regarding each of the existing Sponsored
Partnerships, each of which has been acquired by FSP Corp., and the Sponsored
REITs.


                                       24


                             SPONSORED PARTNERSHIPS



                                                                                                       Percentage of
                          Total Gross                                                                Rentable Square
                          Proceeds of                                                                 Feet Leased as
           Name             Offering        Property Location               Property Type              of 12/31/02
           ----             --------        -----------------               -------------              -----------


                                                                                                
Essex                     $12,300,000    Houston, Texas                   Apartments                        99%

Reata                      13,000,000    Houston, Texas                   Apartments                        96%

One Technology Drive       10,925,000    Peabody, Massachusetts           Warehouse/Distribution Ctr.       100%

North Andover              10,000,000    North Andover, Massachusetts     Office                            97%

Weslayan Oaks (1)           5,400,000    Houston, Texas                   Apartments                        96%

Park Seneca                 9,000,000    Charlotte, North Carolina        Office                            79%

Santa Clara                 8,700,000    Santa Clara, California          Office                            100%

Piedmont Center            13,500,000    Greenville, South Carolina       Office                            63%

Silverside Plantation      21,800,000    Baton Rouge, Louisiana           Apartments                        97%

Hillview Center             6,100,000    Milpitas, California             Office/R&D                        100%

Telecom Business Center    18,450,000    San Diego, California            Office/R&D                        100%

Southfield Centre          18,500,000    Southfield, Michigan             Office                            85%

Blue Ravine                 7,000,000    Folsom, California               Office                            100%

Bollman Place               7,000,000    Savage, Maryland                 Warehouse/Distribution Ctr.        0%

Austin N.W.                12,300,000    Austin, Texas                    Office                            100%

Gateway Crossing           24,000,000    Columbia, Maryland               Flex Office                       94%

Lyberty Way                11,125,000    Westford, Massachusetts          Office                            100%


(1) Property held by Sponsored Partnership sold on February 7, 2003


                                       25


                                 SPONSORED REITS



                                                                                                  Percentage of
                       Total Gross                                                               Rentable Square
                       Proceeds of                                                                Feet Leased as
           Name          Offering          Property Location               Property Type           of 12/31/02
           ----          --------          -----------------               -------------             ---------

                                                                                           
Forest Park             $7,800,000    Charlotte, North Carolina        Office                          87%

The Gael                21,250,000    Houston, Texas                   Apartments                      98%

Goldentop               23,150,000    San Diego, California            R&D/Office                      100%

Centennial              15,800,000    Colorado Springs, Colorado       Flex Office                     100%

Willow Bend(1)          20,600,000    Plano, Texas                     Office                          100%

Meadow Point            25,750,000    Chantilly, Virginia              Office                          100%

Timberlake              51,500,000    Chesterfield, Missouri           Office                          100%

Federal Way             20,000,000    Federal Way, Washington          Office                          100%

Fair Lakes              48,000,000    Fairfax, Virginia                Office                          100%

Northwest Point         37,250,000    Elk Grove Village, Illinois      Other                           100%

Timberlake East         25,000,000    Chesterfield, Missouri           Office                          92%

Merrywood               20,600,000    Katy, Texas                      Apartments                      95%

Plaza Ridge I           40,000,000    Herndon, Virginia                Office                          100%

Park Ten                27,500,000    Houston Texas                    Office                          100%

Montague(1)             33,400,000    San Jose, California             Office                          100%

Addison Circle(1)       63,600,000    Addison, Texas                   Office                          100%

TOTAL:                $690,300,000


(1)  This Sponsored REIT is not a Target REIT

      Each of the Target REITs holds its property on an unleveraged basis, and
each has paid dividends from property operations to its investors in every
quarter since inception.

      Three of the Sponsored REITs in existence as of December 31, 2002 are not
Target REITs. Syndication of two of these Sponsored REITs had not commenced when
the management of FSP Corp. began consideration of a possible transaction in
August 2002 and, hence, these two Sponsored REITs were never considered for
inclusion as Target REITs. The third Sponsored REIT was considered for a period
of time to be included as a Target REIT; however, a tenant leasing 91% of the
space at the property owned by that Sponsored REIT declared bankruptcy, and the
management of FSP Corp. concluded that this Sponsored REIT was not an
appropriate candidate for acquisition.


                                       26


Background of the Mergers

      At a meeting of the FSP Board on July 19, 2002, the management of FSP
Corp. presented a report on operating expenses, including the expenses of
managing the Sponsored REITs. Messrs. Silverstein and McGillicuddy, who were
attending their first meeting of the FSP Board, noted that FSP Corp.'s
predecessor, the FSP Partnership, had acquired Sponsored Entities; they inquired
whether an acquisition by FSP Corp. of Sponsored Entities would be feasible and
whether such an acquisition might cause a reduction in the percentage that
operating expenses constitute of revenue, an increase in FSP Corp.'s revenue
stream from rental income and/or might produce other benefits.

      As a result of these inquiries, management of FSP Corp. began to analyze
the potential benefits of acquiring the Target REITs and in late July instructed
its counsel, Hale and Dorr LLP, to explore the feasibility of such an
acquisition. Hale and Dorr LLP reported in August that such an acquisition was
feasible. FSP Corp. engaged A.G. Edwards, Inc. ("A.G. Edwards") to advise it on
the reasonableness of the methodology to be used by management in recommending
the amount of merger consideration if a transaction were to be proposed.

      Those members of FSP Corp.'s management who are also members of the Target
REIT Boards began to analyze the potential benefits of a merger transaction to
the Target REITs and indicated that they would entertain an acquisition
proposal. The Target REIT Boards engaged independent third party appraisers
("the Appraisers") to appraise the fair market value of each Target REIT's real
estate as of a date no earlier than August 23, 2002 ("the Appraisals").

      In late August the management of FSP Corp. and the management of the
Target REITs (who are the same persons) reached an agreement amongst themselves
on a methodology to value the proposed transaction. Because the same persons
serve in the senior management of FSP Corp. and the Target REITs, no true
negotiations occurred. The members of senior management attempted in good faith
to fulfill their duties to each of the entities involved. On October 1, 2002,
A.G. Edwards delivered its report to the management of FSP Corp.

      On December 16, 2002, Messrs. Carter, McGillicuddy, Norris and Silverstein
met in Sarasota, Florida to discuss the proposed transaction. Mses. Corinha and
Notopolulos determined that their presence was not needed at this meeting as
each one had intimate knowledge of the proposed transaction due to their
respective roles as executive officers of FSP Corp. Moreover, no formal vote of
the FSP Board was scheduled to be taken at this meeting. During the course of
the day-long meeting, Messrs. McGillicuddy, Silverstein and Norris asked
numerous questions of Mr. Carter relating to the anticipated benefits of the
proposed transaction, the proposed detriments of the proposed transaction, the
valuation methodology used by FSP Corp.'s management to arrive at the Merger
Consideration and the report prepared by A.G. Edwards. Messrs. Carter,
McGillicuddy, Norris and Silverstein engaged in several discussions of these
matters during the course of the meeting.

      From December 17, 2002 through January 9, 2003, the members of the FSP
Board discussed the proposed transaction via telephone and e-mail with each
other and members of FSP Corp.'s management.


                                       27


      In late December the management of FSP Corp. and the Target REITs reached
agreement amongst themselves on the amount of Merger Consideration that would be
paid and the terms of the Merger Agreement. Because the same persons serve in
the senior management of FSP Corp. and the Target REITs, no true negotiations
occurred. The members of senior management attempted in good faith to fulfill
their duties to each of the entities involved.

      At a telephonic meeting of the FSP Board held on January 10, 2003, Mr.
Carter presented an analysis of the anticipated benefits of the proposed
transaction and reviewed the methodology used in ariving at the amount of the
Merger Consideration. Mr. Carter also reviewed the conclusions of the report
prepared by A.G. Edwards. Representatives of Hale and Dorr LLP reviewed with the
FSP Board the material terms of the Merger Agreement and the FSP Board's
fiduciary duties. After considering these presentations and the report from A.G.
Edwards and after engaging in further discussions of the benefits and detriments
of the proposed transactions, the FSP Board unanimously voted to approve the
Merger Agreement and the transactions contemplated thereby, determined that the
Mergers, taken as a whole, are fair to the FSP Stockholders and resolved to
recommend that the FSP Stockholders vote to approve the Mergers. All persons
participating on the call could hear each other at all times.

      Following this meeting, the Target Boards executed unanimous written
consents of directors in lieu of a meeting, whereby each Target Board
unanimously approved the Merger Agreement and the transactions contemplated
thereby, determined that the Mergers, taken as a whole, were fair to its Target
REIT and resolved to recommend that the Target REIT Stockholders of its Target
REIT vote to approve the Mergers.

Reasons for the Mergers

      FSP Corp. The FSP Board unanimously determined that the Merger Agreement,
providing for the Mergers and the issuance of FSP Common Stock in exchange for
Target Stock, is fair to, and in the best interests of, FSP Corp. and the FSP
Stockholders. No director affiliated with the Target REITs abstained from
voting.

      The decision was based on several potential benefits of the Mergers that
the FSP Board believes will contribute to the success of the Combined Company.
These potential benefits include:

            o     The Combined Company's real estate portfolio will be
                  substantially larger and more diverse both geographically and
                  by tenant business than that of FSP Corp., reducing the
                  dependence of an investment in the Combined Company on the
                  performance of a smaller group of assets.

            o     The Combined Company's business will generate a greater
                  percentage of its revenues from rentals from real properties
                  and a lesser percentage from real estate investment
                  banking/brokerage activities, constituting a more stable
                  income stream than that currently received by FSP Corp.

            o     The Combined Company's larger portfolio of real estate may
                  produce economies of scale, increase its purchasing power
                  relating to goods and services and reduce the percentage that
                  expenses constitute of gross revenue.

            o     The Combined Company's increased asset base should give FSP
                  Corp. the flexibility to increase its $50,000,000 line of
                  credit, enabling the Combined Company to finance the
                  acquisition of real property for itself or to provide larger
                  loans to Sponsored Entities to finance their acquisition of
                  real property.


                                       28


            o     The Combined Company's larger portfolio of real properties and
                  larger equity capitalization should increase the likelihood
                  that the Combined Company may eventually be able to provide
                  liquidity for its equity investors through the public markets.

      The FSP Board reviewed a number of factors in evaluating the Merger
Agreement, providing for the Mergers and the issuance of the Merger
Consideration, including, but not limited to, the following: (i) management's
view of the financial condition, results of operations and business of FSP Corp.
and each of the Target REITs before and after giving effect to the Mergers, (ii)
the differences and similarities between the business and operating strategies
of FSP Corp. and each of the Target REITs, (iii) historical financial
information concerning the real estate properties owned by FSP Corp. and each of
the Target REITs, (iv) current conditions in the REIT market generally, (v) the
consideration the Target REIT Stockholders would receive in the Mergers, (vi)
the belief that the terms of the Merger Agreement are reasonable, (vii) the
impact of the Mergers on the FSP Stockholders, potential investors and
employees, (viii) the advice received by the FSP Board from A.G. Edwards that it
believes the methodology used by the FSP Board to estimate hypothetical values
of FSP Corp. and the Combined Company is not unreasonable and (ix) the
Appraisals obtained by each Target REIT.

      The FSP Board also identified and considered a number of potentially
negative factors in its deliberations concerning the Merger Agreement, providing
for the Merger and the issuance of the Merger Agreement, including the
following: (i) conflicts of interest inherent between the directors and officers
of FSP Corp. and the directors and officers of the Target REITs, (ii) the risks
that the benefits sought to be achieved by the Mergers may not be realized,
(iii) the immediate and substantial dilution by 50.37% of voting power and
percentage ownership to the FSP Stockholders and (iv) the possibility that the
real estate holdings of the Target REITs would decline in value.

      The FSP Board concluded, however, that, on balance, the potential benefits
of the Mergers to FSP Corp. and the FSP Stockholders outweighed the associated
risks. The discussion of the information and factors considered by the FSP Board
is not intended to be exhaustive. In view of the variety of factors considered
in connection with its evaluation of the Merger Agreement, providing for the
Mergers and the issuance of the Merger Consideration, the FSP Board did not find
it practicable to, and did not quantify or otherwise assign relative weight to,
the specific factors considered in reaching its determination.

      The FSP Board on an on-going basis evaluates strategic alternatives
available to FSP Corp. In seeking to achieve the benefits that the FSP Board
expects will result from the Mergers, the FSP Board did not consider any
specific alternatives to the Mergers.

      The affirmative vote of the holders of a majority of the shares of FSP
Common Stock issued, outstanding and entitled to vote at the Meeting is required
to approve the Merger Agreement.

      The FSP Board believes that the Merger Agreement is in the best interests
of FSP Corp. and the FSP Stockholders and recommends a vote FOR approval of the
Merger Agreement.

      The Target REITs. The Target Boards each unanimously concluded that the
Merger Agreement, providing for the Merger and the issuance of the Merger
Consideration is fair to, and in the best interests of, the Target REITs and the
Target REIT Stockholders.


                                       29


      The decision to approve the Merger Agreement is based upon the Target
Boards' respective beliefs that (i) the Merger Consideration being offered for
the Target Stock constitutes fair consideration for the Target Stock, (ii) the
reduced dependence on the performance of investment in a particular asset would
reduce the risk to the Target REIT Stockholders of a decline in a particular
real estate market, (iii) the Target REITs' real estate holdings complement
those of FSP Corp., and (iv) the Mergers would provide Target REIT Stockholders
with an equity interest in a company whose stock is registered under the
Exchange Act, which may in the future provide the Target REIT Stockholders with
liquidity for their investment.

      The decision of the individual Target Boards to approve the Merger
Agreement resulted from such Target Board's careful consideration of a range of
strategic alternatives, including the continuation of such Target REIT, the
liquidation of such Target REIT and the creation or support of a secondary
market for the Target Stock of such Target REIT through limited cash tender
offers or repurchase programs sponsored by such Target REIT. The Target Boards
considered a number of factors in evaluating the Mergers, including the
following: (i) the Appraisals obtained by each Target REIT, (ii) identifying the
strategic alternative that would provide the greatest value to the Target REIT
Stockholders, (iii) the potential for a future market for FSP Common Stock, (iv)
the relative likelihood of completing the Mergers, (v) the relative risks to the
respective Target REITs' business if the Mergers were not completed and (vi) a
review of the current and prospective business environment for REITs.

      The Target Boards also considered a number of potentially negative factors
in their deliberations concerning the Mergers, including: (i) conflicts of
interest inherent between the directors and officers of FSP Corp. and the
directors and officers of the Target REITs, (ii) the risk that the Mergers might
not be consummated, (iii) the lack of a public market for FSP Common Stock, (iv)
the increased risk to the value of the Target REIT Stockholders' investment
given that the Combined Company's revenues would be derived from a greater
number of real estate properties and (v) the risk that the benefits sought to be
achieved by the Mergers would not be realized.

      Each Target Board concluded, however, that, on balance, the potential
benefits of the Mergers to its Target REIT and its Target REIT Stockholders
outweighed the associated risks. The discussion of the information and factors
considered by the Target Boards is not intended to be exhaustive. In view of the
variety of factors considered in connection with its evaluation of the Merger
Agreement and the Merger Consideration, the Target Boards did not find it
practicable to, and did not, quantify or otherwise assign relative weight to the
specific factors considered in reaching its determination.


                                       30


Consequences if Mergers not Completed

      If the Mergers are not completed, FSP Corp. and the Target REITs will
continue to operate as separate legal entities with their own assets and
liabilities. There will be no change in their investment objectives, policies
and restrictions.


                                       31


                              THE MERGER AGREEMENT

      The following is a summary of the material provisions of the Merger
Agreement, a copy of which is set forth as Appendix A to this Proxy Statement
and is incorporated herein by reference.

The Mergers

      Subject to the terms and conditions of the Merger Agreement, on the
Effective Date FSP Corp. will acquire by merger each Target REIT. The FSP Board
expects that the Effective Date will be on or about June 1, 2003.

      The following chart sets forth the number of shares of FSP Common Stock to
be received as Merger Consideration on the Effective Date by Target REIT
Stockholders for each share of Target Stock of the respective Target REIT. FSP
Corp. will issue the Merger Consideration to Target REIT Stockholders in private
placements, exempt from registration under Section 4(2) of the Securities Act
and Rule 506 of Regulation D promulgated thereunder. FSP Corp. expects to issue
fractional shares of FSP Common Stock as Merger Consideration.

                                       Shares of FSP
                                        Common Stock        Total Shares of FSP
                 Total Number of     Issuable in Exchange  Common Stock Issuable
                 Shares of Target      for Each Share of      to Target REIT
  Target REIT    Stock Outstanding       Target Stock          Stockholders
  -----------    -----------------       ------------          ------------

Forest Park            78                 7,299.59               569,368.02

The Gael               212.50             6,975.59             1,482,312.88

Goldentop              231.50             7,302.58             1,690,547.27

Centennial             158                6,905.56             1,091,078.48

Meadow Point           257.50             6,983.25             1,798,186.88

Timberlake             515                6,787.12             3,495,366.80

Federal Way            200                6,779.66             1,355,932.00

Fair Lakes             480                6,805.36             3,266,572.80

Northwest Point        372.50             6,779.66             2,525,423.35

Timberlake East        250                6,830.85             1,707,712.50

Merrywood              206                6,854.51             1,412,029.06

Plaza Ridge I          400                6,822.03             2,728,812.00

Park Ten               275                6,824.54             1,876,748.50


                                       32


      None of the shares of FSP Common Stock to be issued as Merger
Consideration to the Target REIT Stockholders will be placed into escrow or
otherwise withheld as a source of potential compensation to FSP Corp. should the
Combined Company discover, after the consummation of the Mergers, that any of
the Target REITs incurred any undisclosed liabilities prior to the consummation
of the Mergers.

      Consummation of the Mergers is subject to a number of conditions and will
not occur unless, among other things, holders of a majority of the shares of
Target Stock of each Target REIT vote to approve the Mergers.

      The following table sets forth: (i) the value ascribed to each Target REIT
for purposes of the Merger Consideration, and (ii) the sum of the appraised
value of the property held by each Target REIT and the estimated cash reserve
balances as of September 30, 2002.

      Target REIT              Value Ascribed               Appraised Value (1)
      -----------              --------------               ---------------

      Forest Park              $8,398,178.30                   $7,975,000

      The Gael                 $21,864,114.98                 $19,475,000

      Goldentop                $24,935,572.23                 $23,650,000

      Centennial               $16,093,407.58                 $14,120,000

      Meadow Point             $26,523,256.48                 $23,600,000

      Timberlake               $51,556,660.30                 $44,025,000

      Federal Way              $19,999,997.00                 $17,050,000

      Fair Lakes               $48,181,948.80                 $41,200,000

      Northwest Point          $37,249,994.41                 $31,650,000

      Timberlake East          $25,188,759.38                 $21,675,000

      Merrywood                $20,827,428.64                 $18,000,000

      Plaza Ridge I            $40,249,977.00                 $34,525,000

      Park Ten                 $27,682,040.38                 $23,750,000
                              ---------------                ------------
          Total               $368,751,335.48                $320,695,000

      (1) As of September 30, 2002, includes cash reserve balances and amounts
      have been rounded to the nearest $25,000.

      The FSP Board determined the value ascribed to the Target REITs on the
basis of the value the acquisition of the Target REITs would add to FSP Corp. as
determined on an "enterprise" or "on-going concern" basis. This aggregate
value exceeds the aggregate appraised values of the Target REITs by
approximately $48 million. FSP Corp. has used the enterprise or on-going concern
method of valuing acquisitions in the past and believes that this method, rather
than the appraised value method, is the customary method to value REITs.


                                       33


Representations and Warranties

      In the Merger Agreement, FSP Corp. has made various representations and
warranties to each Target REIT, including representations and warranties
relating to (i) the due organization of FSP Corp. and its authority to enter
into the Merger Agreement, (ii) the absence of the need (except as specified)
for third-party or governmental consents to the Mergers, (iii) the Mergers'
nonviolation of laws and material agreements, (iv) FSP Corp.'s capitalization,
(v) the due authorization of the FSP Common Stock to be issued in the Mergers,
(vi) financial statements, (vii) required filings with the SEC, (viii) taxes,
(ix) full disclosure and (x) the absence of material litigation.

      In addition, each Target REIT has made various representations and
warranties to FSP Corp., including (i) the due organization of the Target REIT,
(ii) its authority to enter into the Merger Agreement, (iii) the absence of the
need (except as specified) for third-party or governmental consents to its
Merger and its Merger's nonviolation of laws and material agreements, (iv)
financial statements, (v) full disclosure, (vi) the absence of defaults under
material agreements, (vii) the absence of material litigation, (viii) title to
assets and properties and the absence of environmental liabilities, (ix) taxes,
(x) the leases of its real property and (xi) its qualification as a real estate
investment trust for federal income tax purposes.

Covenants

      Each of the parties has agreed to use its reasonable best efforts to take
all actions necessary to consummate the transactions contemplated by the Merger
Agreement. FSP Corp. has agreed that the FSP Board will recommend that FSP
Stockholders vote in favor of the Merger Agreement. Each Target REIT has agreed
that its respective Target Board will recommend that its respective Target REIT
Stockholders vote in favor of the Merger Agreement.

      The executive officers and directors of FSP Corp. hold an aggregate of
3,705,307.01 shares of FSP Common Stock, constituting approximately 15.04% of
the outstanding shares of FSP Common Stock. The executive officers and directors
have indicated that they intend to vote all of their respective shares in favor
of the Merger Agreement.

      Barry Silverstein and Dennis J. McGillicuddy, each a director of FSP
Corp., own an aggregate of 601.25 and 229 shares of Target Stock, respectively.
Such shares of Target Stock will convert into 4,130,961.11 and 1,586,343.29
shares of FSP Common Stock, respectively, upon consummation of the Mergers.
Messrs. Silverstein and McGillicuddy have indicated that they intend to vote
their respective shares of Target Stock in favor of the Merger Agreement.

Conduct of Business Pending the Effective Date

      Each Target REIT and FSP Corp. has agreed that, prior to the Effective
Date or the earlier termination of the Merger Agreement, it will carry on its
business in the ordinary course in substantially the same manner as previously
conducted and will use its reasonable efforts to preserve intact its present
business organization and goodwill, maintain permits, licenses and
authorizations and preserve its relationship with third parties. The Merger
Agreement permits


                                       34


each Target REIT and FSP Corp. to declare prior to the Effective Date,
consistent with past custom and practice, dividends to the pre-Merger Target
REIT Stockholders or pre-Merger FSP Stockholders, as the case may be, in respect
of each entity's operating results for periods prior to the Effective Date.
Pursuant to the Merger Agreement, FSP Corp. has assumed the obligation to pay
any dividends declared but not paid by the Target REITs prior to the
consummation of the Mergers.

Conditions Precedent to the Mergers

      The respective obligations of each party to effect the Mergers are subject
to the fulfillment on or before the Effective Date of the following conditions:

      (a) the approval of the Merger Agreement and the Mergers by the
affirmative vote of the holders of a majority of the shares of FSP Common Stock
issued, outstanding and entitled to vote at the Meeting;

      (b) the approval of the Merger Agreement and the Mergers by the
affirmative vote of the holders of a majority of Target Stock of each Target
REIT;

      (c) FSP Corp. must reasonably believe that the number of Target REIT
Stockholders who are Non-Accredited Investors does not exceed 35 and that each
such Non-Accredited Investor has, either alone or with his/her/its purchase
representative, such knowledge and experience in business and financial matters
that he/she/it is capable of evaluating the merits and risks of FSP Common
Stock;

      (d) the parties must receive all necessary consents, waivers, approvals,
authorizations or orders required to be obtained and the making of all filings
required to be made by any of the parties for the authorization, execution and
delivery of the Merger Agreement and the consummation of the transactions
contemplated thereby on or before (and remaining in effect at) the Effective
Date;

      (e) there shall not have occurred any material adverse change in the
overall business or prospects of any of the Target REITs or FSP Corp. or in the
tax or other regulatory provisions applicable to the Target REITs, FSP Corp. or
the Combined Company, and the FSP Board shall not have become aware of any facts
that, in its reasonable judgment, have or may have a material adverse effect on
the Target REITs and FSP Corp., taken as a whole, the Mergers or the value of
the Combined Company;

      (f) receipt, on or prior to the Effective Date, by FSP Corp. of an opinion
from FSP Corp's outside legal counsel, Hale and Dorr LLP, to the effect that the
Mergers should be treated for federal income tax purposes as reorganizations
within the meaning of Section 368(a) of the Internal Revenue Code and confirming
that in all material respects, as of the Closing Date, the discussion set forth
under "Material United States Federal Income Tax Considerations", including any
opinions expressed therein, to the extent that it involves matters of law, is
accurate;


                                       35


      (g) delivery by the President and Chief Executive Officer of FSP Corp. and
the President of each of the Target REITs of certificates to the effect that
there have been no material adverse changes in the financial condition of such
entity prior to the consummation of the Mergers;

      (h) there having been no statute, rule, order, or regulation enacted or
issued by the United States or any State thereof, or by a court, which prohibits
the consummation of the Mergers; and

      (i) the representations of each of FSP Corp. and the Target REITs set
forth in the Merger Agreement shall be true and complete in all material
respects as of the Closing Date.

      The conditions described in clauses (c), (d), (e) and (g) above may be
waived by the FSP Board in whole or in part if, in the opinion of the FSP Board,
such waiver does not materially affect the terms of the transaction. In the
event of such a waiver, FSP Corp. will promptly notify all FSP Stockholders of
such waiver. If the waiver has a material adverse effect on the FSP
Stockholders, FSP Corp. will resolicit shareholder approval of the Mergers and
the Merger Agreement. Certain of the conditions to the consummation of the
Mergers are beyond the control of FSP Corp., the Target REITs and the Target
Boards; consequently, there can be no assurance that the Mergers will occur.

Termination

      The Merger Agreement may be terminated, and the Mergers may be abandoned,
at any time before the Effective Date, notwithstanding approval of the Merger
Agreement by the FSP Stockholders and/or Target REIT Stockholders.

      (a) by the mutual written consent of FSP Corp. and each Target REIT;

      (b) by either FSP Corp. or any Target REIT if the Mergers have not been
consummated by July 31, 2003 (which date may be extended by mutual agreement of
the parties); or

      (c) by either FSP Corp. or any Target REIT if the conditions to the
Mergers set forth in the Merger Agreement are not satisfied or waived.

      If a material casualty occurs with respect to the property owned by a
particular Target REIT, the FSP Board has the right to terminate the Merger
Agreement with respect to that Target REIT and to consummate the Mergers with
the remaining Target REITs.


                                       36


Effect of Termination

      If the Merger Agreement is terminated, there will be no liability or
obligation on the part of any party thereto or its respective affiliates,
partners, directors or officers, except for payment of expenses each party is
liable for and to the extent that such termination results from the willful
breach of a party thereto of any of its representations, warranties, covenants
or agreements made in or pursuant to the Merger Agreement.


                                       37


                             FAIRNESS OF THE MERGERS

Conclusions of the FSP Board

      The FSP Board believes that the terms of the Merger Agreement, when
considered as a whole, are fair to FSP Corp. and the FSP Stockholders and the
Merger Consideration offered in exchange for the Target Stock constitutes fair
consideration for the interests of the Target REIT Stockholders. This section
discusses the factors upon which the FSP Board has based its conclusions as to
the fairness of the Merger Agreement and the Merger Consideration and should be
carefully reviewed by you. The FSP Board did not find it practicable to, and did
not attempt to, quantify the relative importance of these factors, but has,
where appropriate, noted which of the factors support or detract from its belief
as to the fairness of the Merger Agreement and the Merger Consideration to FSP
Corp. and FSP Stockholders.

Determination of Merger Consideration

      Methodology Used to Determine Merger Consideration. The FSP Board believes
that the methods used to determine the Merger Consideration are fair to FSP
Corp. and FSP Stockholders. The FSP Board, however, has significant conflicts of
interest; consequently, the determination of the Merger Consideration was not
the product of negotiation. In addition, because there is no public market for
the stock of FSP Corp., the Target REITs or the Combined Company, the relative
values of the companies can only be estimated. Because of these circumstances,
the FSP Board concluded that there was no mechanical formula that it could apply
to determine the Merger Consideration. The FSP Board considered the factors set
forth below and exercised its reasonable judgment to determine an amount of
Merger Consideration that it believes is fair to the FSP Stockholders and will
be acceptable to a majority of both the FSP Stockholders and the Target REIT
Stockholders of each Target REIT. In concluding that the Merger Consideration is
fair, the FSP Board relied in part on the advice provided by A.G. Edwards that
the methodology (which did not involve the application of a specific formula)
used by FSP Corp's management to estimate hypothetical values is not
unreasonable. A.G. Edwards' report only addressed the methodology used by
management to value FSP Corp. and the Combined Company, and did not constitute
an opinion as to the fairness of the transaction to the FSP Stockholders (a
"fairness opinion"). In rendering a fairness opinion, certain additional
extrinsic analyses, tasks and judgments necessarily must be undertaken and
completed. These include, among other things: an independent review of
appraisals; site inspections; analyses of local and national economic
conditions, Target REIT properties, past transactions and comparable companies;
detailed due diligence; a review of comparable transactions; random interviews
with key investors; and analysis of discounted cash flow, pro forma financial
statements, synergies upon merger and each party's contribution to such
synergies. In addition, A.G. Edwards would have charged substantially more to
render a fairness opinion than for its report on the methodology used to value
FSP Corp. and the Combined Company.

      The FSP Board recognizes there are alternative methods to value the
proposed Mergers. The FSP Board determined, in good faith and after taking into
account FSP Corp.'s status as a REIT, that the appropriate method for FSP Corp.
was to use the "enterprise" or "on-going concern" method. This method, which
uses a cash available for distribution ("CAD") multiple, is a commonly accepted


                                       38


valuation approach used by comparable companies with publicly traded securities.
Although neither FSP Corp. nor any of the Target REITs is a publicly traded
company, the FSP Board determined that the "enterprise" or "on-going concern"
method was still the appropriate method to use as it is the method used by most
other REITs. Moreover, this method was the method previously used by FSP Corp.'s
predecessor-in-interest, the FSP Partnership, to value itself and its targets in
conection with the acquisition of Sponsored Entities. Finally, the FSP Board
believes that if FSP's Common Stock is ever listed for trading on an exchange,
stock analysts will value the Combined Company based on an enterprise or
on-going concern methodology. For all these reasons, the FSP Board did not
consider any other method in valuing the proposed Mergers. In determining the
allocation of the Merger Consideration among the stockholders of the Target
REITs, the FSP Board and FSP Corp.'s management took the individual Appraisals
of the real estate owned by the Target REITs into consideration, but used the
Appraisals only as guides in making the allocation.

      Management's Forecasts. FSP Corp.'s management prepared financial
forecasts in order to determine a range of estimated hypothetical values of FSP
Corp. prior to the Mergers and of the Combined Company following the
consummation of the Mergers. The financial information underlying these
forecasts for FSP Corp. and the Combined Company is set forth in the "Valuation
Overview" (attached hereto as Appendix D). The financial information analyzed by
FSP Corp. for both FSP Corp. and the Target REITs consisted of the following
financial elements:

      CAD;

      Interest income on excess cash held by FSP Corp. and the Target REITs;

      Multiples of CAD commonly used in valuing REITs; and

      Excess cash held by FSP Corp. and the Target REITs.

      CAD represents the estimated cash available for distribution for each of
FSP Corp. and the Target REITs determined as of August 15, 2002. Interest income
on excess cash represents the (i) estimate of the amount of interest as a
percentage paid (based on a monthly average on August 15, 2002, the date of the
forecasts) and (ii) the current excess cash of $13.5 million held by FSP Corp.
and the amount of cash held respectively by each Target REIT on August 15, 2002,
the date of the forecasts. The multiples of CAD commonly used in valuing REITs
are multiples derived from standard practice in the REIT industry. FSP Corp.'s
management determined that, based on the set of assumptions of CAD multiples and
financial forecasts, the Combined Company merited a greater CAD multiple than
FSP Corp. because the Combined Company would have a higher relative percentage
of rental revenue as opposed to transactional revenue and such rental revenue
backed by real estate assets is generally more stable than transactional
revenue. Excess cash represents (i) cash balances from operations in excess of
current operating expenses and (ii) cash balances established during the
original syndication of each Sponsored Entity as capital reserves. The amount of
excess cash included in the forecasts was as of August 15, 2002, the date of the
forecasts.


                                       39


      In preparing these financial forecasts, FSP Corp. assumed (i) a modest
growth in the level of gross proceeds raised by Sponsored REITs in syndicated
offerings from 2002 to 2003 and (ii) rental revenue and net income from rental
operations of FSP Corp. and the Target REITs that would be consistent with prior
years.

      Range of Estimated Values. FSP Corp.'s management used these forecasts to
determine a range of estimated hypothetical enterprise values of FSP Corp. prior
to the consummation of the Mergers and of the Combined Company following the
consummation of the Mergers. FSP Corp.'s management determined these ranges by
applying multiples of 11, 12 and 13.3 to FSP Corp.'s estimated 2002 CAD (not
giving effect to the Mergers) and to the Combined Company's twelve-month pro
forma CAD. These multiples are representative of the ranges of multiples applied
to estimated 2002 and 2003 CAD for office REITs, apartment REITs and industrial
REITs, as set forth in Exhibit B to A.G. Edwards' report attached hereto as
Appendix C. Next, FSP Corp.'s management applied market discounts of 5% and 10%
to each of the enterprise values derived from the CAD multiples discussed above.
FSP Corp.'s management considered these market discounts to constitute a
reasonable range of discounts to reflect the lack of liquidity of FSP Common
Stock. FSP Corp.'s predecessor-in-interest, the FSP Partnership, used the same
range of discounts in valuing itself in connection with the acquisition of
Sponsored Entities.

      The estimated hypothetical values produced by FSP Corp.'s management and
set forth in the Valuation Overview resulted in a range of estimated
hypothetical value for FSP Corp. of $328 million to $416 million and a range of
estimated hypothetical value for the Combined Company of $642 million to $815
million. In determining the Merger Consideration to recommend to the FSP Board,
FSP Corp.'s management reviewed its forecasts as discussed herein and also
considered the Appraisals of the Target REITs in recommending allocations of the
Merger Consideration among the Target REITs. At no time did FSP Corp.'s
management use a mechanical formula to determine either the value of FSP Corp.,
the Target REITs or the Combined Company.

Fairness of the Merger Consideration

      Valuation of the FSP Common Stock and the Combined Company. The FSP Board
estimated relative values of FSP Corp. and the various Target REITs based upon
its current knowledge and understanding of the financial condition of FSP Corp.
and the Target REITs, respectively, and on its reasonable judgment of the
benefits expected to accrue to FSP Corp. following consummation of the Mergers.
The management of FSP Corp. submitted to the FSP Board a "Valuation Overview"
(attached hereto as Appendix D) setting forth a range of possible values for FSP
Corp. and the Combined Company. After reviewing the Valuation Overview, the FSP
Board first estimated a value for FSP Corp. prior to the consummation of the
Mergers. This estimated value was approximately $363,296,000 and falls within
the range of $328 million to $416 million set forth in the Valuation Overview.
In determining this estimated value, the FSP Board took into account the assets
and liabilities of FSP Corp., its expected CAD, the multiples to CAD commonly
used in valuing REITs (as set forth in Exhibit B to the A.G. Edwards' report
attached to this Proxy Statement as Appendix C) and the limited liquidity of FSP
Common Stock. The FSP Board did not derive this value by applying CAD multiples
or any other mathematical formula but instead exercised its judgment in good
faith after consideration of the relevant factors. Although the FSP Board did
not apply a mechanical formula in determining this estimated value, by way of
illustration, this value equated to a multiple of approximately 11.3 of
forecasted 2002 CAD. From this estimated value, the FSP Board calculated a FSP
Common Stock per share value of $14.75.


                                       40


      The FSP Board then estimated a value for FSP Corp. following consummation
of the Mergers. This estimated value was approximately $732,047,000 and falls
within the range of $642 million and $815 million set forth in the Valuation
Overview. In determining this estimated value, the FSP Board took into account
the assets and liabilities of the Combined Company, its expected CAD, the
application of multiples to CAD commonly used to value REITs (as set forth in
Exhibit B to the A.G. Edwards' report attached to this Proxy Statement as
Appendix C) and the limited liquidity of FSP Common Stock. The FSP Board did not
derive this value by applying CAD multiples or any other mathematical formula
but instead exercised its judgment in good faith after consideration of the
relevant factors. Although the FSP Board did not apply a mechanical formula in
determining this estimated value, by way of illustration, this value equated to
a multiple of approximately 11.6 of forecasted pro forma 2003 CAD of the
Combined Company. The FSP Board determined that, based on the same set of
assumptions (including application of the same discount for lack of liquidity),
the Combined Company merited a greater CAD multiple than FSP Corp. because the
Combined Company would have a higher relative percentage of rental revenue as
opposed to transactional revenue and such rental revenue backed by real estate
assets is generally more stable than transactional revenue.

      The FSP Board then calculated the difference between the estimated value
of FSP Corp. prior to the consummation of the Mergers and the estimated value of
FSP Corp. following the consummation of the Mergers to be approximately
$368,751,000. The increase in the estimated value of the Combined Company over
the estimated value of FSP Corp. derives from the increased CAD of the Combined
Company and the increased percentage of revenue attributable to real estate
assets rather than transactional business. Because both the increased CAD and
the higher percentage of revenue generated by real estate assets are
attributable to the Target REITs, the FSP Board determined that it would be fair
to the FSP Stockholders to fix the Merger Consideration in an amount equal to
the increase in estimated value. The number of shares of FSP Common Stock
issuable to Target REIT Stockholders as Merger Consideration, therefore, is
approximately 25,000,091 which is equal to the approximately $368,751,000
estimated value differential divided by the $14.75 per share current estimated
value of FSP Corp.

      The amount of the Merger Consideration exceeds the aggregate of the values
set forth in the Appraisals together with the Target REITs' cash reserves by
approximately $48 million. This discrepancy between the Merger Consideration and
the Appraisals' values is the result of using the enterprise or on-going concern
method to value FSP Corp. and the Combined Company. The FSP Board adopted this
method for the reasons set forth under "Methodology Used to Determine Merger
Consideration" above. Based on the directors' experience in the real estate
industry, the FSP Board believes that appraisal values of the type set forth in
the Appraisals are not the customary basis on which transactions similar to the
Merger are valued. The FSP Board used the Appraisals only in determining the
allocation of the Merger Consideration among the Target REITs and not in
determining the amount of Merger Consideration.


                                       41


      A.G. Edwards advised the FSP Board that it believes the methodology used
by the FSP Board to estimate hypothetical values of FSP Corp. and the Combined
Company is not unreasonable. According to A.G. Edwards, the estimated values for
FSP Corp. and the Combined Company fall within a range of an "implied
hypothetical enterprise value" of FSP Corp. and the Target REITs using the FSP
Board's methodology. A.G. Edwards issued the FSP Board a report on its findings.
This report is attached to this Proxy Statement as Appendix C.

      Because the FSP Board has significant conflicts of interest, the Merger
Consideration was not the product of negotiations. In addition, because there is
no public market for FSP Corp., the Target REITs or the Combined Company, the
relative values of FSP Corp. and the various Target REITs can only be estimates.
The values ascribed to FSP Corp., the Target REITs and the Combined Company are
the best estimated values according to the reasonable judgment of the FSP Board.

      Allocation of Merger Consideration. In allocating the approximately
$368,751,000 of Merger Consideration among the Target REITs, the FSP Board and
FSP Corp.'s management took into consideration the Appraisals obtained by the
Target REITs and prepared by third party independent appraisers to establish the
estimated values of the Target REITs' real estate assets. The FSP Board and FSP
Corp.'s management also considered the amount of cash held by each Target REIT.
Finally, the FSP Board and FSP Corp.'s management considered the nature and
quality of the tenants at each Target REIT's property, the projected expirations
of leases and the property type (whether it was an office building or a
residential apartment building) and location of the property held by each Target
REIT. The FSP Board did not allocate the Merger Consideration based solely on
the Appraisals and the amount of cash held by each Target REIT because the FSP
Board determined that these two factors alone would not adequately reflect the
relative value of each Target REIT or take into account the potential future
cash flow from each Target REIT or the appreciation in real estate value
experienced by each Target REIT following the date of the Appraisals. The FSP
Board and FSP Corp.'s management used the Appraisals as guides to the relative
value of the Target REITs but not as absolute determinants. Instead, the FSP
Board and FSP Corp.'s management each exercised its reasonable judgment to
estimate the relative contributions made by each Target REIT to the estimated
$368,751,000 increase in the value of FSP Corp. as a result of the Mergers and
allocated the Merger Consideration among the Target REITs on the basis of such
estimated relative contributions.

      Negative Factors Considered. The FSP Board identified and considered a
number of potentially negative factors in its deliberations concerning the
Merger Agreement, including the following: (i) conflicts of interest inherent
between the directors and officers of FSP Corp. and the directors and officers
of the Target REITs, (ii) the decision of the FSP Board not to obtain a fairness
opinion, (iii) the risks that the benefits sought to be achieved by the Mergers
may not be realized, (iv) the immediate and substantial dilution in voting power
and percentage ownership to the FSP Stockholders, (v) the possibility that the
real estate holdings of the Target REITs would decline in value and (vi) the
fact that none of the shares of FSP Common Stock constituting the Merger
Consideration will be placed in escrow or otherwise withheld as a potential
source of compensation should any of the Target REITs have any undisclosed
liabilities. The FSP Board concluded, however, that, on balance, the potential
benefit of the Mergers to FSP Corp. and the FSP Stockholders outweighed the
associated risks.


                                       42


      Fairness in View of Conflicts of Interest. The members of the FSP Board
have significant conflicts of interest in connection with the Mergers, and no
unaffiliated representatives were appointed to negotiate the terms of the
Mergers on behalf of FSP Corp. In particular, Barry Silverstein and Dennis J.
McGillicuddy own an aggregate of 601.25 and 229 shares of Target Stock,
respectively. Such shares of Target Stock will convert into 4,130,961.11 and
1,586,343.29 shares of FSP Common Stock, respectively, upon consummation of the
Mergers. Messrs. Silverstein and McGillicuddy also currently own, however,
1,148,878.50 and 990,325.75 shares of FSP Common Stock, respectively. In
addition, Messrs. Carter and Norris and Ms. Corinha are directors of each Target
REIT and owe a fiduciary duty to the Target REIT Stockholders, and Ms.
Notopoulos is an executive officer of each Target REIT. The FSP Board concluded
that retaining independent representatives was not necessary nor cost effective,
in part because there are no members of the FSP Board that do not have conflicts
of interest in connection with the Mergers and under Maryland law the FSP Board
does not have the power to delegate the determination of whether to approve and
adopt the Merger Agreement and the Mergers contemplated thereby. The FSP Board
determined that appointing independent representatives to negotiate the terms of
the Mergers and to make recommendations to the FSP Board would not be worth the
anticipated cost, since the FSP Board would still be obligated to make its own
independent determinations. This decision was also based, in part, upon the
receipt of the advice from A.G. Edwards regarding the methodology used to value
FSP Corp. and the Combined Company. Finally, the decision was also based, in
part, on the fact that the provision of asset management services by FSP Corp.
to the Target REITs has given the FSP Board the opportunity to become familiar
with the properties and operations of the Target REITs and, hence, has provided
the FSP Board with substantial context in which to exercise its reasonable
judgment. No fees or other compensation will be payable to the members of the
FSP Board in connection with the Mergers, although Messrs. Silverstein and
McGillicuddy will participate in the Merger Consideration to the extent of their
ownership of Target Stock. The FSP Board believes that its determination
regarding the fairness of the Mergers was based upon the proper exercise of its
fiduciary duty, unaffected by these conflicts of interest.


                                       43


                   ADVICE OF FINANCIAL ADVISORS AND APPRAISALS

Advice of A.G. Edwards

      A.G. Edwards advised the FSP Board that it believes the methodology used
by the FSP Board to estimate hypothetical values of FSP Corp. and the Combined
Company is not unreasonable. In conducting its review, A.G. Edwards analyzed, to
the extent it deemed necessary, financial projections of FSP Corp. and the
Target REITs, publicly traded securities of companies with operations comparable
to those of FSP Corp. and the Target REITs, attributes of FSP Corp. having both
negative and positive impacts on FSP Corp's valuation, as well as other
financial studies and analyses related to general economic, market and monetary
conditions. FSP Corp. provided A.G. Edwards with historical and forecasted
financial information describing FSP Corp. Such information was not audited,
reviewed or compiled by an independent certified public accounting firm and A.G.
Edwards takes no responsibility for the accuracy of such information. Forecasted
financial information was prepared by FSP Corp. and A.G. Edwards was not asked
to consider, nor did it consider, the reasonableness of the assumptions on which
such forecasts were based. A.G. Edwards did not make any independent valuation
or appraisal of the assets or liabilities of FSP Corp. or the Target REITs, nor
was it furnished with any such appraisals. A.G. Edwards also did not
independently attempt to assess or value any intangible assets (including
goodwill) nor did it make any independent assumptions with respect to their
application in the Mergers.

      In particular, A.G. Edwards received the "Valuation Overview" prepared by
FSP Corp, and attached to this Proxy Statement as Appendix D. FSP Corp.
determined the values set forth in the "Valuation Overview" on August 15, 2002.
A.G. Edwards concluded that the methodology techniques used in the Valuation
Overview, the range of multiples applied to CAD and the range of discounts
applied for lack of marketability were not unreasonable. The estimated
hypothetical value ranges contained in the Valuation Overview (a range of
estimated hypothetical value for FSP Corp. of $328 million to $416 million and a
range of estimated hypothetical value for the Combined Company of $642 million
to $815 million) represent analysis considering value as of the date specified,
do not reflect any changes in value that may have occurred after that date, are
subject to certain assumptions and may not represent the true worth or
realizable value of FSP Corp. or the Combined Company.

      In performing its analysis, A.G. Edwards made numerous assumptions with
respect to interest rates, dividend rates, market conditions, general business
conditions, local and national real estate conditions, economic conditions and
government regulations. A.G. Edwards also assumed in all respects material to
its analysis that the representations and warranties of each party contained in
the Merger Agreement were true and correct, that each party would perform all of
the covenants and agreements required to be performed by it under the Merger
Agreement and that all conditions to the consummation of the Mergers would be
satisfied without any modification or waiver thereof. A.G. Edwards also assumed
that all governmental, regulatory and other consents and approvals contemplated
by the Merger Agreement would be obtained and that in the course of obtaining
any of those consents, no restrictions would be imposed or waivers made that
would have an adverse effect on the contemplated Mergers. A.G. Edwards also
assumed that the Mergers would be accounted for in accordance with generally
accepted accounting principles ("GAAP") and that the


                                       44


Mergers would be consummated on the terms contained in the Merger Agreement
without any waiver or modification of any material terms or conditions by the
parties.

      A.G. Edwards has furnished a written report to FSP Corp. This report is
attached to this Proxy Statement as Appendix C. A.G. Edwards was not engaged to
render, and its advice to FSP Corp. will not constitute, nor is it expressing:
(i) an independent valuation opinion or appraisal report (as defined in ASA
Business Valuation Standards (revised January 1995)) of FSP Corp. or the Target
REITs or (ii) an opinion as to the fairness of the consideration (i.e., a
fairness opinion) offered in the Mergers to the Target REIT Stockholders. In
preparing either a valuation opinion or appraisal or in rendering a fairness
opinion, certain additional extrinsic analyses, tasks and judgments necessarily
must be undertaken and completed. Such analyses would include additional due
diligence and analytical procedures as outlined in A.G. Edwards' full report,
attached as Appendix C to this Proxy Statement. Had such analyses and tasks been
undertaken and completed, they may or may not have yielded results similar to
the results from the methodology techniques used in the Valuation Overview. A.G.
Edwards has not been requested to undertake, nor has A.G. Edwards undertaken,
any of these foregoing analyses. In addition, A.G. Edwards did not play any role
in determining or selecting the methodology techniques used by the FSP Board in
the Valuation Overview, nor does it express any qualitative assessment of the
methodology techniques used in the Valuation Overview compared to other
methodology techniques that might be used to value FSP Corp. or the Target
REITs. A.G. Edwards' written report does not address the merits of the
underlying decision by FSP Corp. to engage in the Mergers. A.G. Edwards also
played no role in determining the methodology used by the FSP Board to allocate
the Merger Consideration among the Target REITs.

      Consistent with the scope of A.G. Edwards' engagement, FSP Corp. asked
A.G. Edwards to opine only as to the reasonableness of the FSP Board's valuation
methodology, provided no instructions to A.G. Edwards other than those indicated
above and imposed no limitations as to A.G. Edwards' review. A.G. Edwards has
informed FSP Corp. that in the view of A.G. Edwards an opinion that the FSP
Board's valuation methodology was "reasonable" would require the equivalent
amount of work as a fairness opinion, which, as described above, would be a
substantial amount of additional work. A.G. Edwards has also informed FSP Corp.
that such an opinion would cost FSP Corp. an additional $475,000. FSP Corp. has
considered obtaining such an opinion but concluded that obtaining an opinion
that the valuation methodology used was "reasonable" as opposed to "not
reasonable" was not worth $475,000.

      Solely for the purpose of evaluating FSP Corp.'s methodology and in order
to render its report, A.G. Edwards provided FSP Corp. a summary of CAD multiples
for national, publicly traded REITs in sectors in which FSP Corp. has
operations, which is included as Exhibit B to Appendix C. A.G. Edwards also
recommended to the Board certain factors to consider when evaluating the
appropriateness of such multiples. A summary of such factors is included as
Exhibit C to Appendix C, and includes a company's size, growth rate, liquidity,
leverage, quality of management, diversification, market position and share, and
ability to raise capital. A.G. Edwards considered FSP Corp.'s evaluation of such
factors in FSP Corp.'s determination of a CAD multiple and concluded that, given
the applicability of such factors to FSP Corp., FSP Corp.'s determination was
not unreasonable. A.G. Edwards also summarized and provided to the FSP Board a
list of relevant factors to consider when determining a discount for the lack of
a public market for FSP Common Stock, which is included as Exhibit D to Appendix
C. Such factors include the "put" right available to FSP Stockholders pursuant
to the FSP Corp. Articles of Organization, FSP Corp.'s estimated dividend as a
proportion of CAD, the existence of any potential buyers of FSP Common Stock
other than FSP Corp., the existence of any blocks of


                                       45


minority interests in FSP Corp., the prospects for a public offering of FSP
Common Stock or a sale of FSP Corp., the historical dividend paid by FSP Corp.,
the growth prospects for FSP Corp., the existence of any "swing vote control,"
the existence of any buy-sell agreements, the "quality grade" of the FSP Common
Stock, FSP Corp.'s general prospects, prospects for the real estate industry and
the mood of the investing public as a whole. A.G. Edwards considered FSP Corp.'s
evaluation of such factors in FSP Corp.'s determination of a lack of
marketability discount and concluded that, given the applicability of such
factors to FSP Corp., FSP Corp.'s determination was not unreasonable.

      FSP Corp. obtained the services of A.G. Edwards because A.G. Edwards has a
national reputation for providing businesses with comprehensive capital raising
and financial advisory services and has extensive experience with all types of
real estate securities. FSP Corp. selected A.G. Edwards based on this national
reputation and its previous experience with A.G. Edwards. FSP Corp. has agreed
to pay A.G. Edwards a fee in the amount of $125,000 for its services, together
with reimbursement of out-of-pocket expenses. Payment of this amount is not
contingent on the closing of the Mergers. During the past two years, A.G.
Edwards has received from FSP Corp. an aggregate of $300,000 for services
performed for FSP Corp. in connection with (i) FSP Corp.'s
predecessor-in-interest, the FSP Partnership's, engagement of A.G. Edwards in
August 2001 to provide a valuation on a going concern basis of FSP Corp. as of
September 30, 2001 for which A.G. Edwards was paid $175,000 and for its expenses
and (ii) FSP Corp.'s predecessor-in-interest, the FSP Partnership's, engagement
of A.G. Edwards in June 2000 to render a report as to the reasonableness of the
methodology used by the management of FSP Corp. in the determination of a value
for FSP Corp. prior to and after giving effect to certain mergers for which A.G.
Edwards was paid $125,000 and for its expenses, together with reimbursement of
out-of-pocket expenses.

Appraisals of the Target REITs' Properties

      The Target Boards engaged several third-party independent appraisers as
set forth in the table below (collectively, the "Appraisers"), to appraise the
real estate owned by the respective Target REITs, each of which has delivered a
written summary of its analysis, based upon the review, analysis, scope and
limitations described therein, as to the fair market value of a particular
Target REIT's property as of the date set forth in the table below, respectively
(together, the "Appraisals"). Each Appraiser has a national reputation for
providing businesses with appraisals of real estate properties of the size and
type of the property it appraised. The Target Boards selected the Appraisers to
provide the Appraisals because of their experience and reputation in connection
with real estate assets. In addition, the Target Boards desired to take
advantage of the cost efficiencies associated with having the same party provide
each Appraisal as provided the appraisal obtained by each Target REIT in
connection with acquiring its property. The Target Boards imposed no limitations
on the scope of the Appraisers' appraisals. The Target REITs have made the
Appraisals available to FSP Corp. and have allowed the FSP Board to rely on the
Appraisals. The FSP Board took the Appraisals into consideration and used them
as guides in allocating the Merger Consideration among the Target REITs.


                                       46


      FSP Corp. took the appraisals into account in allocating the Merger
Consideration among the Target REITs. See "Fairness of the Mergers - Fairness of
the Merger Consideration - Allocation of Merger Consideration".

      Set forth below is certain information regarding the Appraisals. These
appraised values are for the property owned by the respective Target REIT as of
the date of the Appraisal. While the FSP Board took the Appraisals into
consideration when allocating the Merger Consideration among the Target REITS,
the Merger Consideration reflects the increase in value to FSP Corp. that is
expected to be produced by the consummation of the Mergers.



-----------------------------------------------------------------------------------------------
                                              Sum of Fair Market Value
                                               set forth in Appraisal
                                                 and Estimated Cash
                                               Reserve Balances as of
     Target REIT            Appraiser           September 30, 2002(1)     Date of Appraisal
     -----------            ---------           ---------------------     -----------------
-----------------------------------------------------------------------------------------------
                                                               
Forest Park           Fortenberry Lambert,    $7,975,000                September 3, 2002
                      Inc.
-----------------------------------------------------------------------------------------------
The Gael              Abbot & Associates,     $19,475,000               August 23, 2002
                      Inc.
-----------------------------------------------------------------------------------------------
Goldentop             D.F. Davis Real         $23,650,000               September 4, 2002
                      Estate, Inc.
-----------------------------------------------------------------------------------------------
Centennial            Dyco Real Estate, Inc.  $14,120,000               September 5, 2002
-----------------------------------------------------------------------------------------------
Meadow Point          The Robert Paul Jones   $23,600,000               September 3, 2002
                      Company, Ltd.
-----------------------------------------------------------------------------------------------
Timberlake            Dinan Real Estate       $44,025,000               August 26, 2002
                      Advisors, Inc.
-----------------------------------------------------------------------------------------------
Federal Way           Shorett KMS Valuation   $17,050,000               September 4, 2002
                      Advisory Group
-----------------------------------------------------------------------------------------------
Fair Lakes            The Robert Paul Jones   $41,200,000               September 3, 2002
                      Company
-----------------------------------------------------------------------------------------------
Northwest Point       Integra Realty          $31,650,000(2)            October 1, 2002
                      Resources
-----------------------------------------------------------------------------------------------



                                       47




-----------------------------------------------------------------------------------------------
                                              Sum of Fair Market Value
                                               set forth in Appraisal
                                                 and Estimated Cash
                                               Reserve Balances as of
     Target REIT            Appraiser           September 30, 2002(1)     Date of Appraisal
     -----------            ---------           ---------------------     -----------------
-----------------------------------------------------------------------------------------------
                                                               
Timberlake East       Dinan Real Estate       $21,675,000               September 16, 2002
                      Advisors, Inc.
-----------------------------------------------------------------------------------------------
Merrywood (3)         Patrick O'Connor &      $18,000,000               March 13, 2002
                      Associates, LP
-----------------------------------------------------------------------------------------------
Plaza Ridge I (3)     The Robert Paul Jones   $34,525,000               April 3, 2002
                      Company
-----------------------------------------------------------------------------------------------
Park Ten (3)          Patrick O'Connor &      $23,750,000               June 6, 2002
                      Associates, LP
-----------------------------------------------------------------------------------------------


(1) Amounts are rounded to the nearest  $25,000.
(2) The Appraiser provided a range of values for this Target REIT.
(3) These Appraisals were obtained during the due diligence period prior to
acquisition of the properties by the Target REITs.

      The applicable Target REITs obtained appraisals for the properties owned
by Merrywood, Plaza Ridge I and Park Ten during the due diligence period in 2002
prior to acquisition of the properties. No new appraisals were ordered by the
respective Target Boards for these properties because the respective Target
Boards did not believe that there had been material changes in the buildings or
real estate markets since the time of the last appraisals, each of which had
been prepared within the last twelve calendar months.

      The material assumptions, qualifications and limitations to the Appraisals
are described below.

      Summary of Methodology. At the request of the Target Boards, the
Appraisers updated their original appraisals for the purchase of the properties
held by the Target REITs and, where appropriate, revised their assumptions to
reflect the changed conditions in the market or property. Appraisers typically
use three approaches in valuing real property: the cost approach, the income
approach and the sales comparison approach. The type and age of a property,
market conditions and the quantity and quality of data affect the applicability
of each approach in a specific appraisal situation. The value estimated by the
cost approach incorporates separate estimates of the value of the unimproved
site and the value of improvements, less observed physical wear and tear and
functional or economic obsolescence. The income approach estimates a property's
capacity to produce income through an analysis of the rental market, operating
expenses and net income. Net income may then be processed into a value through
either direct capitalization or discounted cash flow analysis, or a combination
of these two methods. The sales comparison approach involves a comparative
analysis of the subject property


                                       48


with other similar properties that have sold recently or that are currently
offered for sale in the market. Nearly all the Appraisers considered or used all
three of the approaches to value in their original appraisals.

      The Appraisers analyzed the individual properties of each Target REIT. The
Appraisers' analysis included (i) reviewing each property's historical operating
statements, (ii) reviewing and relying on specific information regarding
prospective changes in rents and expenses for each property provided by the
applicable Target REIT, (iii) developing information from a variety of sources
about market conditions for each individual property (including relevant
information about general market conditions and the city, state and neighborhood
in which the property is located) and (iv) considering the projected cash flow
for each property. Representatives of the Appraisers performed site inspections
on all properties during August 2002 and September 2002. In the course of these
site visits, the Appraisers inspected the physical facilities, obtained current
rental and percentage of leased space information, gathered information on
competing properties and the local market, visited primary competing properties
and interviewed each local property manager or assistant manager concerning
performance of the subject property and other factors.

      In conducting the Appraisals, the Appraisers also interviewed and relied
upon the Target Boards, executive management and property management personnel
to obtain information relating to the condition of each property, including any
deferred maintenance, capital budgets, status of ongoing or newly planned
property additions, reconfigurations, improvements and other factors affecting
the physical condition of the property improvements.

      The Appraisers also interviewed property management personnel responsible
for the properties and the Target REITs' executive management personnel to
discuss competitive conditions, area economic and development trends affecting
the properties, historical and budgeted operating revenues and expenses and
occupancies. The Appraisers also reviewed historical operating statements and
2002 operating budgets for the subject properties.

      To define the percentage of leased space, rental rate and expense
escalators to be used in developing property operating projections, the
Appraisers reviewed the acquisition criteria and projection parameters in use in
the marketplace by major investors, owners and operators of the applicable
property types. Further, the Appraisers considered various sources in local
markets to identify recent sales of similar properties and derive certain
valuation indicators. Sources for data concerning such transactions included
local appraisers, property owners, real estate brokers, tax assessors and real
estate research firms.

      FSP Corp. will make each of the Appraisals available for inspection and
copying by the FSP Stockholders or their representatives who have been so
designated in writing at the principal executive offices of FSP Corp. during
regular business hours.

Conclusions as to Value

      Assumptions, Limitations and Qualifications of Property Appraisals. The
Appraisers utilized certain assumptions to determine the appraised value of the
properties under the income approach and the sales comparison approach. The
Appraisals reflect the Appraisers' valuation of


                                       49


the real estate of the Target REITs as of their respective dates, in the context
of the information available on such date. Events occurring after the date of an
Appraisal and before the closing of the Mergers could affect the properties or
assumptions used in preparing the real estate appraisals. The Appraisers have no
obligation to update the Appraisals on the basis of subsequent events.

      Compensation and Material Relationships. The Appraisers have been paid
fees in the aggregate amount of $36,640 to prepare the Appraisals. The fees for
the Appraisals were negotiated between the Target Boards and the Appraisers and
payment thereof is not dependent upon completion of the Mergers. The respective
Appraisers were previously engaged to appraise the properties of the Target
REITs prior to their acquisition. Moreover, during the past three years, the
Appraisers received an aggregate of $70,650 for appraisals obtained by each
Target REIT in connection with the initial acquisition of such Target REITs
property.


                                       50


                              CONFLICTS OF INTEREST

      A number of conflicts of interest are inherent in the relationships among
the Target REITs, the Target Boards, FSP Corp. and the FSP Board. Certain of
these conflicts of interest are summarized below.

Common Composition of Directors and Officers

      Each executive officer and four directors of FSP Corp. are directors
and/or executive officers of each Target REIT. Barry Silverstein and Dennis J.
McGillicuddy, each a director of FSP Corp., own an aggregate of 601.25 and 229
shares of Target Stock, respectively. Such shares of Target Stock will convert
into 4,130,961.11 and 1,586,343.29 shares of FSP Common Stock, respectively,
upon consummation of the Mergers. Each Target Board and the FSP Board have
independent obligations to ensure that such Target REIT's or FSP Corp.'s
participation, respectively, in the Merger Agreement and the determination of
the Merger Consideration is fair and equitable, without regard to whether the
Merger Agreement and the determination of the Merger Consideration are fair and
equitable to the other participants (including the other Target REITs). The FSP
Board and each Target Board have sought to discharge faithfully their respective
obligations to FSP Corp. and the applicable Target REIT; however, FSP
Stockholders should consider that the executive officers and three of the
directors of FSP Corp. serve in a similar capacity with respect to each Target
REIT. Accordingly, the terms of the Merger Agreement and the amount of the
Merger Consideration were not the product of arms'-length negotiations. If FSP
Corp. had a separate board of directors with executive officers who did not
serve in similar capacities for any of the Target REITs and directors who did
not own Target Stock, these persons would have had an independent perspective
which might have led them to advocate positions during the negotiation and
structuring of the Merger Agreement and the determination of the Merger
Consideration different than those taken by the FSP Board.

      The conflicts of interest inherent in the relationships among the Target
REITs, the Target Boards, FSP Corp., the FSP Board and their respective
affiliates are as follows:

            o     George J. Carter, the President, Chief Executive Officer and a
                  director of FSP Corp., is the President and a director of each
                  Target REIT;

            o     Barry Silverstein and Dennis J. McGillicuddy, each a director
                  of FSP Corp., own an aggregate of 601.25 and 229 shares of
                  Target Stock, respectively. Such shares of Target Stock will
                  convert into 4,130,961.11 and 1,586,343.29 shares of FSP
                  Common Stock, respectively, upon consummation of the Mergers;

            o     Richard R. Norris, an Executive Vice President and a director
                  of FSP Corp., is also a director and an Executive Vice
                  President of each Target REIT;

            o     Barbara J. Corinha, Vice President, Chief Operating Officer,
                  Treasurer, Secretary and a director of FSP Corp. is also Vice
                  President, Chief Operating Officer, Treasurer, Secretary and a
                  director of each Target REIT;


                                       51


            o     Janet P. Notopoulos, Vice President and a director of FSP
                  Corp., is also a Vice President of each Target REIT; and

            o     Each of R. Scott MacPhee and William W. Gribbell, each an
                  Executive Vice President of FSP Corp., is also each a director
                  and an Executive Vice President of each Target REIT.

      No unaffiliated representatives were appointed to negotiate the terms of
the Mergers on behalf of FSP Corp. Moreover, no committee of independent
representatives was established to evaluate and approve the Mergers on behalf of
FSP Corp. Under Maryland law, the FSP Board cannot delegate to a third party its
fiduciary duties relating to the determination to approve or not approve the
Mergers. Because all of the members of the FSP Board have significant conflicts
of interest and none are, therefore, considered "independent", the FSP Board
determined it could not establish a committee of independent representatives to
evaluate and approve the Mergers on behalf of FSP Corp. The FSP Board determined
that appointing independent representatives to negotiate the terms of the
Mergers and to make recommendations to the FSP Board would not be worth the
anticipated cost, since the FSP Board would still be obligated to make its own
independent determinations.

      Mr. Silverstein and Mr. McGillicuddy are the only officers or directors of
FSP Corp. who are not also officers or directors of any Target REIT. The
remainder of the officers and directors of FSP Corp. serve as a director and/or
officer, in the positions listed above, of each Target REIT.

      Upon completion of the Mergers, Mr. Silverstein's percentage ownership
interest will increase from 4.66% to 10.68%, Mr. McGillicuddy's percentage
ownership interest will increase from 4.02% to 5.21%, and the percentage
ownership of the current directors and executive officers as a group will
increase from 15.04% to 19.06%.

Ownership of FSP Stock

      The executive officers and directors of FSP Corp. hold an aggregate of
3,705,307.01 shares of FSP Common Stock, constituting approximately 15.04% of
the outstanding shares of FSP Common Stock. The executive officers and directors
have indicated that they intend to vote all of their respective shares in favor
of the Merger Agreement.

Consequences of Merger with Fair Lakes

      In September 2002, FSP Fair Lakes consented to an assignment of its lease
with PricewaterhouseCoopers LLP to International Business Machines Corporation,
but PricewaterhouseCoopers LLP remains obligated for payments under the lease.
PricewaterhouseCoopers LLP has informed FSP Corp. that if the Merger between FSP
Corp. and Fair Lakes is consummated, PricewaterhouseCoopers LLP will no longer
be considered "independent" in connection with providing auditing services to
FSP Corp. At that time, FSP Corp. will have to either release
PricewaterhouseCoopers LLP from its obligation under the lease or choose another
independent accountant.


                                       52


                   SELECTED FINANCIAL INFORMATION OF FSP CORP.

         The following selected financial information is derived from the
historical consolidated financial statements of the FSP Partnership and FSP
Corp. This information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 78 to 97 of this Proxy Statement and with the FSP Partnership's and FSP
Corp.'s consolidated financial statements and related notes thereto included
elsewhere in this Proxy Statement.



                                                            Year Ended December 31,
                                               ------------------------------------------------
                                                  2002      2001      2000     1999      1998
                                                  ----      ----      ----     ----      ----
                                                                        
(In thousands, except per unit or
share amounts)

Operating Data:
Total revenue ...............................  $ 56,838  $ 55,052  $ 34,793  $ 18,048  $ 11,555
Net income (loss) ...........................    27,312    25,368     8,914     1,139    (1,675)
Basic and diluted net income
  (loss) per limited and
  general partnership unit/share ............      1.11      1.03      0.47      0.09     (0.88)
Distributions declared per
   unit/share outstanding (1) ...............      1.24      1.18      1.02      0.86      1.05


                                                              As of December 31,
                                               ------------------------------------------------
                                                  2002      2001      2000     1999      1998
                                                  ----      ----      ----     ----      ----
                                                                        
Balance Sheet Data (at period end):
Total assets ................................  $201,936  $204,117  $219,923  $190,486  $ 95,886
Total liabilities ...........................     4,771     4,354    19,280    28,821     1,294
Minority interests in
  consolidated entities .....................        --        --        63    78,090    89,593
Total shareholders'/partners' capital .......   197,165   199,763   200,580    83,575     4,999


      (1) As a result of the Conversion, each FSP Partnership Unit was converted
into one share of FSP Common Stock.

      The 2000 and 1999 financial statements reflect the merger of 17 Sponsored
Partnerships. Prior to the applicable merger, the FSP Partnership owned a
controlling general partner interest in the 17 Sponsored Partnerships--See Note
4 to the consolidated financial statements of FSP Corp. and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 78 to 97 of this Proxy Statement.


                                       53


                 SELECTED PRO FORMA CONSOLIDATED FINANCIAL DATA

      The following unaudited pro forma financial information has been prepared
based upon certain pro forma adjustments to the historical consolidated
financial statements of FSP Corp. The pro forma consolidated balance sheets have
been presented as if the Mergers occurred as of December 31, 2002. The pro forma
consolidated statements of operations for the year ended December 31, 2002 are
presented as if the Mergers occurred at the beginning of the period presented.

      The unaudited pro forma consolidated financial statement data are not
necessarily indicative of what the Combined Company's actual financial position
or results of operations would have been as of the date or for the period
indicated, nor do they purport to represent the Combined Company's financial
position or results of operations as of or for any future period. The unaudited
pro forma consolidated financial statement data should be read in conjunction
with all financial statements and pro forma financial statements included
elsewhere herein.

      The affirmative vote of the holders of a majority of the Target Stock in
each of the Target REITs is also required to effectuate the applicable Merger.
If one or more Target REIT does not obtain the vote required for the
consummation of the Merger with such Target REIT, FSP Corp. will not proceed
with the Mergers of any other Target REIT.


                                       54


                      Consolidated Pro Forma Balance Sheets
                                December 31, 2002
                                   (Unaudited)



                                        Historical      Historical                    Post Merger
(in thousands)                         (FSP Corp.)  (The Target REITs)  Adjustments    Pro Forma
=================================================================================================
                                                                            
Assets:

Real estate assets, net                 $ 173,276      $ 284,349       $  12,347(d)     $ 469,972
Cash and cash equivalents                  22,316         24,359            (900)(e)       45,775
Restricted cash                               483            502              --              985
Tenant rent receivables, net                  327            243              --              570
Step rent receivable, net                   3,057          3,199          (3,199)(j)        3,057
Prepaid expenses                              743            338              --            1,081
Deposits on real estate assets                841             --              --              841
Deferred leasing commissions, net             659             82              --              741
Provision for favorable leases, net            --          1,509              --            1,509
Deferred lease origination costs, net          --          5,674           3,846(d)         9,520
Office computers and equipment, net           234             --              --              234
-------------------------------------------------------------------------------------------------

Total assets                            $ 201,936      $ 320,255       $  12,094        $ 534,285

=================================================================================================
Liabilities and Owners' Capital
Liabilities:
  Accounts payable and accrued
  expenses                              $   3,001      $   3,249       $      --        $   6,250
  Accrued compensation                      1,287             --              --            1,287
  Dividend payable                             --          7,357              --            7,357
  Tenant security deposits                    483            502              --              985
  Deferred leases                              --            407              --              407
-------------------------------------------------------------------------------------------------

    Total liabilities                       4,771         11,515              --           16,286

-------------------------------------------------------------------------------------------------
Owners' capital:
  Preferred Stock                              --             --              --               --
  Common Stock                                  2             --               3(m)             5
  Additional paid in capital              192,743        333,330         (12,499)(m)      513,574
  Retained earnings (deficit)               4,420        (24,590)         24,590(k)         4,420
-------------------------------------------------------------------------------------------------

    Total owners' capital                 197,165        308,740          12,094          517,999

-------------------------------------------------------------------------------------------------
Total liabilities and owners' capital   $ 201,936      $ 320,255       $  12,094        $ 534,285

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


      See accompanying notes to consolidated pro forma financial statements


                                       55


                 Consolidated Pro Forma Statements of Operations
                                   (Unaudited)



                                                                          For the year ended
                                                                          December 31, 2002
                                                 ...............................................................
(in thousands, except per share amounts)
                                                  Historical        Historical                       Post Merger
                                                 (FSP Corp.)    (The Target REITs)   Adjustments      Pro Forma
================================================================================================================

                                                                                           
Revenue:
   Rental income                                 $   27,408          $ 40,458       $   4,050(l)     $ 71,916
   Syndication fees                                  13,720                --          (7,535)(h)       6,185
   Transaction fees                                  13,091                --          (7,068)(h)       6,023
   Sponsored REIT income                              1,387                --            (724)(i)         663
   Interest and other income                          1,232               361            (397)(f)       1,047
                                                                                         (160)(g)
                                                                                           11(l)
----------------------------------------------------------------------------------------------------------------

     Total revenue                                   56,838            40,819         (11,823)         85,834
----------------------------------------------------------------------------------------------------------------

Expenses:
   Selling, general and administrative                5,094                --              --           5,094
   Commissions                                        6,824                --              --           6,824
   Shares issued as compensation                        604                --              --             604
   Rental operating expenses                          6,466             7,173            (397)(f)      14,337
                                                                                        1,095(l)
   Real estate taxes and insurance                    3,130             5,322             587(l)        9,039
   Depreciation and amortization                      4,947             7,042             866(d)       13,673
                                                                                          818(l)
   Sponsored REIT expenses                              868                --            (453)(i)         415
   Interest                                             894             6,732            (160)(g)         827
                                                                                        (6572)(h)
                                                                                           93(l)
                                                                                         (160)(h)
----------------------------------------------------------------------------------------------------------------

     Total expenses                                  28,827            26,269          (4,283)         50,813
----------------------------------------------------------------------------------------------------------------

Income (loss) before taxes and
     dividends to common shareholder                 28,011            14,550          (7,540)         35,021

Taxes on income                                         699                --              --             699
Dividends to common shareholder of Target REITs          --               271            (271)(i)          --
----------------------------------------------------------------------------------------------------------------
                                                 $   27,312          $ 14,279       $  (7,269)         34,322
Net income
================================================================================================================

Weighted average shares outstanding,
     basic and diluted                               24,606             3,636          21,364(m)       49,606
================================================================================================================

Basic and diluted net income per share           $     1.11                --              --        $   0.69
================================================================================================================


      See accompanying notes to consolidated pro forma financial statements


                                       56


              NOTES TO CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

                                   (Unaudited)

Organization and Operations

      FSP Corp. is a corporation formed under the laws of the State of Maryland.
FSP Corp. has two principal sources of revenue: investment banking income
consisting of brokerage commissions, property acquisition, loan origination and
other fees in connection with the organization and offering of interests in
entities organized to own real property; and rental income from real property.
The Target REITs' principal source of revenue is rental income from real
property.

Basis of Presentation

      The following unaudited pro forma financial information has been prepared
based upon certain pro forma adjustments to the historical consolidated
financial statements of FSP Corp. The pro forma balance sheets are presented as
if the Mergers occurred as of December 31, 2002. The pro forma Statements of
Operations for the year ended December 31, 2002 are presented as if the Mergers
occurred as of January 1, 2002.

      The data provided in the "Historical FSP Corp." columns are derived from
the information provided in the financial statements of FSP Corp. that are
included in this Proxy Statement.

      The data provided in the "Historical the Target REITs" columns are derived
from the information provided in the financial statements of the Target REITs
that are included in this Proxy Statement. Schedules summarizing the balance
sheets and Statements of Operations for the Target REITs are located on pages 72
to 79 of this Proxy Statement. Four Target REITs were organized in 2002. These
four Target REITs show operations from the date the REIT was organized and will
reflect less than twelve months operations in the Consolidated Pro forma
Statements of Operations for the Year Ended December 31, 2002. In order to
reflect a full year of operations for the four Target REITs an entry was made in
the "Adjustments" column in the pro forma Statement of Operations to reflect the
operation of the predecessor companies.

      The Mergers will be treated as purchase of assets and each Target REIT's
assets and liabilities will be recorded on FSP Corp.'s books at their fair value
as of the Effective Date.

                                   ASSUMPTIONS

      Certain assumptions regarding the operations of FSP Corp. have been made
in connection with the preparation of the pro forma financial information. These
assumptions are as follows:

      (a)   FSP Corp. and each of the Target REITs have elected to be, and are
            qualified as, a real estate investment trust for federal income tax
            purposes. Each entity


                                       57


            has met the various income, asset and distribution tests; therefore,
            no federal income tax liabilities have been incurred on real estate
            operations.

      (b)   FSP Corp. has a subsidiary which is not in the business of real
            estate operations. That subsidiary has elected to be a taxable real
            estate investment trust subsidiary ("TRS") as of January 1, 2002 and
            is subject to federal income taxes at regular tax rates. The taxes
            on income shown in the pro forma statements of operations are the
            taxes on income incurred by the "TRS". There are no material items
            that would cause a deferred tax asset or a deferred tax liability.

      (c)   FSP Corp. converted from a partnership into a corporation effective
            January 1, 2002. FSP Partnership units were converted to corporate
            shares on a one-to-one basis. This conversion has no effect on the
            Pro forma financial statements.

      (d)   At the Effective Date, for each Target REIT, the increase between
            the appraised value of the property and the historical cost of the
            property has been allocated to real estate investments and leases,
            including Lease origination costs. Lease origination costs represent
            the value associated with acquiring an in-place lease (i.e. the
            market cost to execute a similar lease, including leasing
            commission, legal, vacancy and other related costs). The value
            assigned to buildings approximates their replacement cost; the value
            assigned to land approximates its appraised value; and the value
            assigned to leases approximates their fair value. Other assets and
            liabilities are recorded at their historical costs, which
            approximates fair value.

            The following schedule shows the allocation of the aggregate
            increase of $16,193,000 between the appraised values of the
            properties and the historical costs. This increase has been
            allocated to Lease origination costs in the amount of $3,846,000 and
            to real estate investments in the amount of $12,347,000.
            Depreciation and amortization for the Target REITs is based on a
            preliminary allocation of the purchase price to real estate
            investments and Lease origination costs. The allocation is subject
            to change as additional information is obtained. An increase in the
            allocation to lease origination costs will result in an increase in
            amortization expense. The incremental amount of depreciation and
            amortization expense for the year ended December 31, 2002 amounts to
            $866,000. For each $5,000,000 increase in lease origination costs,
            the related pro forma amortization expense will increase by
            approximately 20% or $1,000,000.



            (in thousands)                                                Depreciation and
                       Category                  Amount         Life        Amortization
            ------------------------------------------------------------------------------

                                                                   
            Land                                $   1,921         N/A       $         --
            Buildings and improvements             10,426        27-39               291
                                                ---------                   ------------
               Real estate investments             12,347                            291
               Lease origination costs              3,846         4-10               575
                                                ---------                   ------------
               Total                            $  16,193                   $        866
            ==============================================================================



                                       58


      (e)   Expenses of the Mergers are estimated at $900,000 and are reflected
            as paid in the year ended December 31, 2002 and are capitalized to
            real estate assets.

      (f)   Management fees of $397,000 charged by FSP Corp. to the Target REITs
            have been eliminated from revenue and expenses.

      (g)   Interest of $160,000 charged by FSP Corp. on loans to the four
            Target REITs syndicated in 2002 has been eliminated from revenue and
            expenses. See footnote (h) for additional interest expense incurred
            during syndications.

      (h)   Income and expenses directly related to the syndication of the four
            Target REITs in 2002 have been eliminated in the pro forma Statement
            of Operations. A summary of these items is as follows:

            Revenue directly related to the syndication of Target REITs in 2002
      that is included in FSP Corp.'s financial statements as follows:

                  Transaction fees                            $   7,068,000

                  Syndication fees, gross      $  9,169,000
                  Syndication fees, rebates      (1,634,000)     (7,535,000)
                                               -------------  -------------

                  Total revenue adjustment                    $  14,603,000
                                                              =============

            The Target REITs have accounted for these fees in their financial
      statements as follows:

                  Interest expense                            $   6,572,000
                  Real estate acquisition costs                     496,000
                                                              -------------
                                                              $   7,068,000
                                                              =============
                  Gross syndication fees recorded as an
                     offset to additional paid-in capital     $   9,169,000
                                                              =============

            In connection with the syndication of the four Target REITs in 2002,
      FSP Corp. incurred direct expenses of $160,000 relating to interest
      expense that is eliminated in the pro forma Statement of Operations.

      (i)   After a Sponsored REIT purchases a real estate asset but prior to
            the syndication of the Sponsored REIT, FSP Corp. consolidates the
            operations of the Sponsored REIT into FSP Corp.'s Statement of
            Operations as Sponsored REIT income and Sponsored REIT expenses.
            Subsequent to the syndication, the Sponsored REIT declares and pays
            a dividend to FSP Corp. This adjustment eliminates the duplicate
            earnings and expenses in 2002 attributable to FSP Corp. prior to the
            syndication of the four Sponsored REITs and offsets the dividends. A
            summary of the adjustment is shown below:

                  Sponsored REIT income                       $     724,000
                  Sponsored REIT expenses                          (453,000)
                                                              -------------

                  Dividends paid to FSP Corp.                 $     271,000
                                                              =============


                                       59


      (j)   Cumulative unbilled straight-line rents of the Target REITs in the
            amount of $3,199,000 would be eliminated at acquisition.

      (k)   The cumulative deficit of the Target REITs in the amount of
            $24,590,000 would be eliminated at acquisition.

      (l)   Four Target REITs were organized in 2002 and reflect less than
            twelve months of operations in the "Historical (Target REITs)"
            column. The following schedule reflects the unaudited revenues and
            expenses of the predecessor companies to these four Target REITs and
            are included in the "Adjustments" column in order to reflect twelve
            months of operations in the pro forma statements of operations.
            These schedules are also included under the caption "Statement of
            Predecessor's Operations" in the annual financial statements for
            each of those four Target REITs, which are located elsewhere in this
            Proxy Statement.

                         Target REITs Syndicated in 2002
                            Statements of Operations
                                   (unaudited)



                                         Merrywood      Timberlake East     Plaza Ridge       Park Ten           Total
------------------------------------------------------------------------------------------------------------------------
                                      For the period    For the period    For the period   For the period
                                      Jan. 1, 2002 to   Jan. 1, 2002 to   Jan. 1, 2002 to  Jan. 1, 2002 to
(in thousands)                        April 23, 2002     March 3, 2002     May 22, 2002     June 26, 2002
------------------------------------------------------------------------------------------------------------------------

                                                                                                  
Revenue:
  Rental                                     $833             $468               $958           $1,791           $4,050
  Interest and other                            3                2                  6               --               11
------------------------------------------------------------------------------------------------------------------------

     Total revenue                            836              470                964            1,791            4,061
------------------------------------------------------------------------------------------------------------------------

Expenses:
  Rental operating expenses                   219              118                390              368            1,095
  Depreciation and amortization               180               65                304              269              818
  Real estate taxes and insurance             180               60                107              240              587
  Interest                                     --               93                 --               --               93
------------------------------------------------------------------------------------------------------------------------

     Total expenses                           579              336                801              877            2,593
------------------------------------------------------------------------------------------------------------------------

Net income                                   $257             $134               $163             $914           $1,468
------------------------------------------------------------------------------------------------------------------------


      (m)   Approximately 25 million shares of FSP Common Stock with a par value
            of $0.0001 will be issued in exchange for the 3,636 outstanding
            shares of Target Stock in connection with the Mergers.


                                       60


                           COMPARATIVE PER SHARE DATA

      The following tables present on a per share basis:

      (a) Basic and diluted net income (loss), book value, and dividends
declared for FSP Corp. and each of the Target REITs on a historical basis.

      (b) Consolidated pro forma basic and diluted net income (loss) per share,
book value per share and dividends per share for FSP Corp. This shows the effect
of the Mergers from the perspective of an owner of one share of FSP Common
Stock.

      (c) Equivalent pro forma basic and diluted net income per share,
equivalent pro forma book value per share and equivalent pro forma dividends per
share for each of the Target REITs. This shows the effect of the Mergers from
the perspective of an owner of one share of stock of a Target REIT. The
consolidated pro forma data are multiplied by the number of shares of FSP Common
Stock issuable in exchange for each share of Target Stock, as shown on page
[(v)] (the "Exchange Ratio").

      The pro forma financial data and equivalent pro forma data are unaudited
and are not necessarily indicative of the operating results that would have been
achieved had the Mergers occurred as of the beginning of the period and should
not be construed as representative of future operations.

      FSP Corp. calculates historical book value per share by dividing
shareholders' equity by the number of shares of common stock (or preferred
stock, in the case of the Target REITs) outstanding at the end of each period.

      FSP Corp. calculates consolidated pro forma net income per share data for
FSP Corp. as if the merger occurred on January 1, 2002 and resulted in weighted
average shares of 49,606,000 for the year ended December 31, 2002.

      FSP Corp. calculates consolidated pro forma book value per share data for
FSP Corp. as if the merger occurred on December 31, 2002 and resulted in an
ending number of shares of 49,630,000.

      FSP Corp. calculates consolidated pro forma per share by adding the total
dividends declared by FSP Corp. ($30,527,000) plus dividends declared by the
Target REITs ($25,736,000) and dividing this sum by 49,606,000 shares.

      FSP Corp. calculates equivalent pro forma net income per share for each
Target REIT by multiplying the consolidated pro forma net income per share by
the Exchange Ratio.

      FSP Corp. calculates equivalent pro forma book value per share for each
Target REIT by multiplying the consolidated pro forma book value per share by
the Exchange Ratio.


                                       61


      FSP Corp. calculates equivalent pro forma dividends per share for each
Target REIT by multiplying the consolidated pro forma dividends per share by the
Exchange Ratio.

For the purposes of the consolidated pro forma net income per share and book
value per share data. FSP Corp.'s historical financial data at and for the year
ended December 31, 2002 have been consolidated with the Target REITs' financial
data at and for the year ended December 31, 2002.


                                       62


                                               At and for the year ended
                                                   December 31, 2002
                                                   -----------------

                                                       Pro forma     Pro Forma
                                    Historical       Consolidated   Equivalent
                                    -------------------------------------------
Net income (loss) per share
 basic and diluted
   FSP Corp.                        $     1.11       $     0.69    $       --

   Forest Park                      $    6,244               --    $    5,037
   Gael                             $    4,598               --    $    4,813
   Goldentop                        $    7,028               --    $    5,039
   Centennial                       $    7,146               --    $    4,765
   Meadow Point                     $    7,557               --    $    4,818
   Timberlake                       $    6,699               --    $    4,683
   Federal Way                      $    6,555               --    $    4,678
   Fair Lakes                       $    7,038               --    $    4,696
   NW Point                         $    6,048               --    $    4,678
   Timberlake E                     $   (1,264)              --    $    4,713
   Merrywood                        $   (3,102)              --    $    4,730
   Plaza Ridge                      $   (1,035)              --    $    4,707
   Park Ten                         $   (3,309)              --    $    4,709

Book value per share
   FSP Corp.                        $     8.01       $    10.44    $       --

   Forest Park                      $   87,269               --    $   76,208
   Gael                             $   81,656               --    $   72,825
   Goldentop                        $   85,836               --    $   76,239
   Centennial                       $   85,329               --    $   72,094
   Meadow Point                     $   86,691               --    $   72,905
   Timberlake                       $   85,734               --    $   70,858
   Federal Way                      $   83,700               --    $   70,780
   Fair Lakes                       $   84,581               --    $   71,048
   NW Point                         $   84,174               --    $   70,780
   Timberlake E                     $   83,780               --    $   71,314
   Merrywood                        $   83,956               --    $   71,561
   Plaza Ridge                      $   86,173               --    $   71,222
   Park Ten                         $   84,905               --    $   71,248


                                       63


Dividends declared per share
   FSP Corp.                        $     1.24       $     1.13    $       --

   Forest Park                      $    7,449               --    $    8,249
   Gael                             $    7,167               --    $    7,882
   Goldentop                        $    8,346               --    $    8,252
   Centennial                       $    8,570               --    $    7,803
   Meadow Point                     $    8,276               --    $    7,891
   Timberlake                       $    8,099               --    $    7,669
   Federal Way                      $    8,135               --    $    7,661
   Fair Lakes                       $    8,075               --    $    7,690
   NW Point                         $    7,903               --    $    7,661
   Timberlake E                     $    6,584               --    $    7,719
   Merrywood                        $    4,777               --    $    7,746
   Plaza Ridge                      $    4,765               --    $    7,709
   Park Ten                         $    3,858               --    $    7,712


                                       64


                                  Target REITs
                            Statements of Operations
                          Year ended December 31, 2002




                                      Forest                                 Meadow              Federal
                                       Park     Gael  Goldentop  Centennial  Point   Timberlake    Way
                                      ------    ----  ---------  ----------  ------  ----------  -------
                                                                            
Revenue:
Rental                               $   863  $ 2,628  $ 2,410     $ 1,832   $ 3,617   $ 6,155   $ 1,810
Interest                                  17       23       27          16        30        43        25
                                     -------  -------  -------     -------   -------   -------   -------
Total Revenue                            880    2,651    2,437       1,848     3,647     6,198     1,835
                                     -------  -------  -------     -------   -------   -------   -------

Expenses:
Rental operating expenses                181      604       89         262       863       896        39
Real estate taxes and insurance           70      532      332         146       334       804        49
Depreciation and amortization            142      538      389         311       504     1,048       436
Interest                                   0        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Total expenses                           393    1,674      810         719     1,701     2,748       524
                                     -------  -------  -------     -------   -------   -------   -------

Income (loss) before dividends to
  Common shareholder                     487      977    1,627       1,129     1,946     3,450     1,311

Dividends to common shareholder            0        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Net Income (loss) attributable to
  Preferred shareholders             $   487  $   977  $ 1,627     $ 1,129   $ 1,946   $ 3,450   $ 1,311
                                     =======  =======  =======     =======   =======   =======   =======

Weighted average number of
  preferred shares                        78    212.5    231.5         158     257.5       515       200
                                     =======  =======  =======     =======   =======   =======   =======

Net income(loss) per
  preferred share                    $ 6,244  $ 4,598  $ 7,028     $ 7,146   $  ,557   $ 6,699   $ 6,555
                                     =======  =======  =======     =======   =======   =======   =======


                                                                                                      Total
                                     Fair                                         Plaza               Target
                                     Lakes   NW Point  Timberlake E.  Merrywood   Ridge   Park Ten    REITs
                                     -----   --------  -------------  ---------   -----   --------    -----
                                                                                
Revenue:
Rental                               $ 6,514  $ 5,127     $ 2,403      $ 1,811   $ 3,358   $ 1,930   $ 40,458
Interest                                  48       40          42           10        27        13        361
                                     -------  -------     -------      -------   -------   -------   --------
Total Revenue                          6,562    5,167       2,445        1,821     3,385     1,943     40,819
                                     -------  -------     -------      -------   -------   -------   --------

Expenses:
Rental operating expenses              1,606      628         531          483       593       398      7,173
Real estate taxes and insurance          504    1,435         307          365       184       260      5,322
Depreciation and amortization          1,061      851         451          383       523       405      7,042
Interest                                  13        0       1,457        1,203     2,400     1,659      6,732
                                     -------  -------     -------      -------   -------   -------   --------

Total expenses                         3,184    2,914       2,746        2,434     3,700     2,722     26,269
                                     -------  -------     -------      -------   -------   -------   --------

Income (loss) before dividends to
  Common shareholder                   3,378    2,253        (301)        (613)     (315)     (779)    14,550

Dividends to common shareholder            0        0          15           26        99       131        271
                                     -------  -------     -------      -------   -------   -------   --------

Net Income (loss) attributable to
  Preferred shareholders             $ 3,378  $ 2,253     $  (316)     $  (639)  $  (414)  $  (910)  $ 14,279
                                     =======  =======     =======      =======   =======   =======   ========

Weighted average number of
  preferred shares                       480    372.5         250          206       400       275      3,636
                                     =======  =======     =======      =======   =======   =======   ========

Net income(loss) per
  preferred share                    $ 7,038  $ 6,048     $(1,264)     $(3,102)  $(1,035)  $ 3,309)  $  4,002
                                     =======  =======     =======      =======   =======   =======   ========



                                       65


                                  Target REITs
                            Statements of Operations
                          Year ended December 31, 2001




                                      Forest                                 Meadow              Federal
                                       Park     Gael  Goldentop  Centennial  Point   Timberlake    Way
                                      ------    ----  ---------  ----------  ------  ----------  -------
                                                                            
Revenue:
Rental                               $   852  $ 2,582  $ 2,439     $ 1,817   $ 2,788   $ 3,641   $   528
Interest and other                        33       46       54          37        37        45         8
                                     -------  -------  -------     -------   -------   -------   -------
Total Revenue                            885    2,628    2,493       1,854     2,825     3,686       536
                                     -------  -------  -------     -------   -------   -------   -------

Expenses:
Rental operating expenses                175      574       96         237       707       546        43
Real estate taxes and insurance           63      510      297         137       255       479        16
Depreciation and amortization            139      538      389         312       398       652       102
Interest                                   0        0        0           0     1,047     2,060     1,166
                                     -------  -------  -------     -------   -------   -------   -------

Total expenses                           377    1,622      782         686     2,407     3,737     1,327
                                     -------  -------  -------     -------   -------   -------   -------

Income (loss) before dividends to
  Common shareholder                     508    1,006    1,711       1,168       418       (51)     (791)

Dividends to common shareholder            0        0        0           0        13        90        15
                                     -------  -------  -------     -------   -------   -------   -------

Net Income (loss) attributable to
  Preferred shareholders             $   508  $ 1,006  $ 1,711     $ 1,168   $   405   $  (141)  $  (806)
                                     =======  =======  =======     =======   =======   =======   =======

Weighted average number
  of preferred shares                     78    212.5    231.5         158     257.5       515       200
                                     =======  =======  =======     =======   =======   =======   =======

Net income (loss) per
  preferred share                    $ 6,513  $ 4,734  $ 7,391     $ 7,392   $ 1,573   $  (274)  $(4,030)
                                     =======  =======  =======     =======   =======   =======   =======


                                                                                                       Total
                                     Fair                                          Plaza               Target
                                     Lakes    NW Point  Timberlake E.  Merrywood   Ridge   Park Ten    REITs
                                     -----    --------  -------------  ---------   -----   --------    -----
                                                                                 
Revenue:
Rental                               $ 1,831   $   351     $     0      $     0   $     0   $     0   $ 16,829
Interest and other                        13         7           0            0         0         0        280
                                     -------   -------     -------      -------   -------   -------   --------
Total Revenue                          1,844       358           0            0         0         0     17,109
                                     -------   -------     -------      -------   -------   -------   --------

Expenses:
Rental operating expenses                493        89           0            0         0         0      2,960
Real estate taxes and insurance          148        60           0            0         0         0      1,965
Depreciation and amortization            264        30           0            0         0         0      2,824
Interest                               2,941     2,187           0            0         0         0      9,401
                                     -------   -------     -------      -------   -------   -------   --------

Total expenses                         3,846     2,366           0            0         0         0     17,150
                                     -------   -------     -------      -------   -------   -------   --------

Income (loss) before dividends to
  Common shareholder                  (2,002)   (2,008)          0            0         0         0        (41)

Dividends to common shareholder          111        26           0            0         0         0        255
                                     -------   -------     -------      -------   -------   -------   --------

Net Income (loss) attributable to
  Preferred shareholders              $(2113)   $(2034)    $     0      $     0   $     0   $     0   $   (296)
                                     =======   =======     =======      =======   =======   =======   ========

Weighted average number
  of preferred shares                    480     372.5           0            0         0         0      2,505
                                     =======   =======     =======      =======   =======   =======   ========

Net income (loss) per
  preferred share                    $(4,402)  $(5,460)    $     0      $     0   $     0   $     0   $   (118)
                                     =======   =======     =======      =======   =======   =======   ========



                                       66


                                  Target REITs
                            Statements of Operations
                          Year ended December 31, 2000




                                      Forest                                  Meadow              Federal
                                       Park     Gael   Goldentop  Centennial  Point   Timberlake    Way
                                      ------    ----   ---------  ----------  ------  ----------  -------
                                                                             
Revenue:
Rental                               $   660  $ 1,033   $   670     $   414   $     0   $     0   $     0
Interest                                  69       28        15           5         0         0         0
                                     -------  -------   -------     -------   -------   -------   -------
Total Revenue                            729    1,061       685         419         0         0         0
                                     -------  -------   -------     -------   -------   -------   -------

Expenses:
Rental operating expenses                154      282        64          81         0         0         0
Depreciation and amortization            124      246       113          91         0         0         0
Real estate taxes and insurance           57      202        81          27         0         0         0
Interest                                   0      792       809         698         0         0         0
                                     -------  -------   -------     -------   -------   -------   -------

Total expenses                           335    1,522     1,067         897         0         0         0
                                     -------  -------   -------     -------   -------   -------   -------

Income (loss) before dividends to
  Common shareholder                 $   394  $  (461)  $  (382)    $  (478)  $     0   $     0   $     0

Dividends to common shareholder            0        0         0           0         0         0         0
                                     -------  -------   -------     -------   -------   -------   -------

Net Income (loss) attributable to
  Preferred shareholders                 394       61)      382)        478)        0         0         0
                                     =======  =======   =======     =======   =======   =======   =======

Weighted average number
  of preferred shares                     78    212.5     231.5         158         0         0         0
                                     =======  =======   =======     =======   =======   =======   =======

Net income (loss) per
  preferred share                    $ 5,051  $(2,169)  $(1,650)    $(3,025)  $     0   $     0   $     0
                                     =======  =======   =======     =======   =======   =======   =======


                                                                                                      Total
                                     Fair                                         Plaza               Target
                                     Lakes   NW Point  Timberlake E.  Merrywood   Ridge   Park Ten    REITs
                                     -----   --------  -------------  ---------   -----   --------    -----
                                                                                
Revenue:
Rental                               $     0  $     0     $     0      $     0   $     0   $     0   $  2,777
Interest                                   0        0           0            0         0         0        117
                                     -------  -------     -------      -------   -------   -------   --------
Total Revenue                              0        0           0            0         0         0      2,894
                                     -------  -------     -------      -------   -------   -------   --------

Expenses:
Rental operating expenses                  0        0           0            0         0         0        581
Depreciation and amortization              0        0           0            0         0         0        574
Real estate taxes and insurance            0        0           0            0         0         0        367
Interest                                   0        0           0            0         0         0      2,299
                                     -------  -------     -------      -------   -------   -------   --------

Total expenses                             0        0           0            0         0         0      3,821
                                     -------  -------     -------      -------   -------   -------   --------

Income (loss) before dividends to
  Common shareholder                 $     0  $     0     $     0      $     0   $     0   $     0   $   (927)

Dividends to common shareholder            0        0           0            0         0         0          0
                                     -------  -------     -------      -------   -------   -------   --------

Net Income (loss) attributable to
  Preferred shareholders                   0        0           0            0         0         0       (927)
                                     =======  =======     =======      =======   =======   =======   ========

Weighted average number
  of preferred shares                      0        0           0            0         0         0        680
                                     =======  =======     =======      =======   =======   =======   ========

Net income (loss) per
  preferred share                    $     0  $     0     $     0      $     0   $     0   $     0   $ (1,363)
                                     =======  =======     =======      =======   =======   =======   ========



                                       67


                                  Target REITs
                            Statements of Operations
                          Year ended December 31, 1999




                                      Forest                                 Meadow              Federal
                                       Park     Gael  Goldentop  Centennial  Point   Timberlake    Way
                                      ------    ----  ---------  ----------  ------  ----------  -------
                                                                            
Revenue:
Rental                               $   309  $     0  $     0     $     0   $     0   $     0   $     0
Interest                                  35        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------
Total Revenue                            344        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Expenses:
Rental operating expenses                 93        0        0           0         0         0         0
Depreciation and amortization             57        0        0           0         0         0         0
Real estate taxes and insurance           23        0        0           0         0         0         0
Interest                                   2        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Total expenses                           175        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Income (loss) before dividends to
  Common shareholder                     169        0        0           0         0         0         0

Dividends to common shareholder            0        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Net Income attributable to
  Preferred shareholders             $   169  $     0  $     0     $     0   $     0   $     0   $     0
                                     =======  =======  =======     =======   =======   =======   =======

Weighted average number of
  preferred shares                        78        0        0           0         0         0         0
                                     =======  =======  =======     =======   =======   =======   =======

Net income per
  preferred share                    $ 2,167  $     0  $     0     $     0   $     0   $     0   $     0
                                     =======  =======  =======     =======   =======   =======   =======


                                                                                                      Total
                                     Fair                                         Plaza               Target
                                     Lakes   NW Point  Timberlake E.  Merrywood   Ridge   Park Ten    REITs
                                     -----   --------  -------------  ---------   -----   --------    -----
                                                                                
Revenue:
Rental                               $     0  $     0     $     0      $     0   $     0   $     0   $    309
Interest                                   0        0           0            0         0         0         35
                                     -------  -------     -------      -------   -------   -------   --------
Total Revenue                              0        0           0            0         0         0        344
                                     -------  -------     -------      -------   -------   -------   --------

Expenses:
Rental operating expenses                  0        0           0            0         0         0         93
Depreciation and amortization              0        0           0            0         0         0         57
Real estate taxes and insurance            0        0           0            0         0         0         23
Interest                                   0        0           0            0         0         0          2
                                     -------  -------     -------      -------   -------   -------   --------

Total expenses                             0        0           0            0         0         0        175
                                     -------  -------     -------      -------   -------   -------   --------

Income (loss) before dividends to
  Common shareholder                       0        0           0            0         0         0        169

Dividends to common shareholder            0        0           0            0         0         0          0
                                     -------  -------     -------      -------   -------   -------   --------

Net Income attributable to
  Preferred shareholders             $     0  $     0     $     0      $     0   $     0   $     0   $    169
                                     =======  =======     =======      =======   =======   =======   ========

Weighted average number of
  preferred shares                         0        0           0            0         0         0         78
                                     =======  =======     =======      =======   =======   =======   ========

Net income per
  preferred share                    $     0  $     0     $     0      $     0   $     0   $     0   $  2,167
                                     =======  =======     =======      =======   =======   =======   ========



                                       68


                                  Target REITs
                                  Balance Sheet
                                December 31, 2002




                                      Forest                                   Meadow              Federal
                                       Park      Gael   Goldentop  Centennial  Point   Timberlake    Way
                                      ------     ----   ---------  ----------  ------  ----------  -------
                                                                              
Assets:
Land                                 $ 1,210   $ 3,312   $ 4,427     $ 1,305   $ 2,126   $ 2,831   $ 2,509
Building                               5,171    14,789    15,183      12,152    19,625    40,714    13,141
                                     -------   -------   -------     -------   -------   -------   -------

Real Estate Investments, cost          6,381    18,101    19,610      13,457    21,751    43,545    15,650
  Less Accumulated Depreciation          443     1,322       892         714       902     1,696       439
                                     -------   -------   -------     -------   -------   -------   -------
Real Estate Investments, net           5,938    16,779    18,718      12,743    20,849    41,849    15,211

Cash and equivalents                     347       399       512         540       771     1,201       558
Cash - Funded Reserve                    656       574       841         470       896     1,759     1,038
Restricted Cash                           --        61        --          13       271         8        --
Tenant rent receivable                                        13                     5        64        --
Step rent receivable                     138                 289         210       525       470       142
Prepaid expenses                           6        41        20           9        22         7         2
Deferred leasing commissions              47        --        --          --        --        28        --
  Accumulated amortization               (19)       --        --          --        --        (4)       --
Provision for favorable leases            --        --        --          --        --        --        --
  Accumulated amortization                --        --        --          --        --        --        --
Deferred lease origination costs          --        --        --          --        --        --       461
 Accumulated amortization                 --        --        --          --        --        --       (99)
                                     -------   -------   -------     -------   -------   -------   -------
     Total Assets                    $ 7,113   $17,854   $20,393     $13,985   $23,339   $45,382   $17,313
                                     =======   =======   =======     =======   =======   =======   =======

Liabilities and Stockholders' Equity:
Accounts payable and accrued
  expenses                           $   172   $    85   $    25     $   152   $   183   $    92   $   161
Dividends payable                        134       356       497         338       562     1,129       412
Tenant security deposits                  --        61        --          13       271         8        --
Deferred Rent                             --        --        --          --        --        --        --
                                     -------   -------   -------     -------   -------   -------   -------
     Total Liabilities                   306       502       522         503     1,016     1,229       573
                                     -------   -------   -------     -------   -------   -------   -------

Preferred Stock                           --        --        --          --        --        --        --
Common Stock                              --        --        --          --        --        --        --
Additional paid in capital             7,115    19,435    21,221      14,459    23,624    47,253    18,329
Deficit and distributions in
  excess of earnings                    (308)   (2,083 )  (1,350)       (977)   (1,301)   (3,100)   (1,589)
                                     -------   -------   -------     -------   -------   -------   -------
     Total Stockholders' equity        6,807    17,352    19,871      13,482    22,323    44,153    16,740
                                     -------   -------   -------     -------   -------   -------   -------

Total Liabilities &
  Stockholders' Equity               $ 7,113   $17,854   $20,393     $13,985   $23,339   $45,382   $17,313
                                     =======   =======   =======     =======   =======   =======   =======


                                                                                                       Total
                                     Fair                                          Plaza               Target
                                     Lakes    NW Point  Timberlake E.  Merrywood   Ridge   Park Ten    REITs
                                     -----    --------  -------------  ---------   -----   --------    -----
                                                                                 
Assets:
Land                                 $ 4,183   $ 3,242     $ 2,931      $ 2,318   $ 4,055   $ 1,367   $ 35,816
Building                              33,791    26,555      16,525       14,867    25,210    20,509    258,232
                                     -------   -------     -------      -------   -------   -------   --------

Real Estate Investments, cost         37,974    29,797      19,456       17,185    29,265    21,876    294,048
  Less Accumulated Depreciation        1,130       711         334          383       404       329      9,699
                                     -------   -------     -------      -------   -------   -------   --------
Real Estate Investments, net          36,844    29,086      19,122       16,802    28,861    21,547    284,349

Cash and equivalents                   1,200     1,492         868          499     1,506       865     10,758
Cash - Funded Reserve                  1,801     1,498         778          500     1,729     1,061     13,601
Restricted Cash                           --        --          17           79                  53        502
Tenant rent receivable                    38        --          73           --        37        13        243
Step rent receivable                     599       339         108           --       299        80      3,199
Prepaid expenses                          31        49           4           25       106        16        338
Deferred leasing commissions              --        --          35           --        --        --        110
  Accumulated amortization                --        --          (5)          --        --        --        (28)
Provision for favorable leases            --        --          --           --     1,646        --      1,646
  Accumulated amortization                --        --          --           --      (137)       --       (137)
Deferred lease origination costs       1,486     1,400         705           --     1,737       656      6,445
 Accumulated amortization               (195)     (170)       (112)          --      (119)      (76)      (771)
                                     -------   -------     -------      -------   -------   -------   --------
     Total Assets                    $41,804   $33,694     $21,593      $17,905   $35,665   $24,215   $320,255
                                     =======   =======     =======      =======   =======   =======   ========

Liabilities and Stockholders' Equity:
Accounts payable and accrued
  expenses                           $   250   $ 1,216     $   131      $   208   $   324   $   250   $  3,249
Dividends payable                        955       716         500          323       872       563      7,357
Tenant security deposits                  --        --          17           79        --        53        502
Deferred Rent                             --       407          --           --        --        --        407
                                     -------   -------     -------      -------   -------   -------   --------
     Total Liabilities                 1,205     2,339         648          610     1,196       866     11,515
                                     -------   -------     -------      -------   -------   -------   --------

Preferred Stock                           --        --          --           --        --        --         --
Common Stock                              --        --          --           --        --        --         --
Additional paid in capital            44,045    34,186      22,892       18,892    36,690    25,189    333,330
Deficit and distributions in
  excess of earnings                  (3,446)   (2,831)     (1,947)      (1,597)   (2,221)   (1,840)   (24,590)
                                     -------   -------     -------      -------   -------   -------   --------
     Total Stockholders' equity       40,599    31,355      20,945       17,295    34,469    23,349    308,740
                                     -------   -------     -------      -------   -------   -------   --------

Total Liabilities &
  Stockholders' Equity               $41,804   $33,694     $21,593      $17,905   $35,665   $24,215   $320,255
                                     =======   =======     =======      =======   =======   =======   ========



                                       69


                                  Target REITs
                                  Balance Sheet
                                December 31, 2001




                                      Forest                                   Meadow              Federal
                                       Park      Gael   Goldentop  Centennial  Point   Timberlake    Way
                                      ------     ----   ---------  ----------  ------  ----------  -------
                                                                              
Assets:
Land                                 $ 1,210   $ 3,312   $ 4,427     $ 1,305   $ 2,126   $ 2,831   $ 2,509
Building                               5,171    14,789    15,183      12,152    19,625    40,714    13,141
                                     -------   -------   -------     -------   -------   -------   -------
Real Estate Investments, cost          6,381    18,101    19,610      13,457    21,751    43,545    15,650
  Less Accumulated Depreciation          310       784       503         403       398       652        98
                                     -------   -------   -------     -------   -------   -------   -------
Real Estate Investments, net           6,071    17,317    19,107      13,054    21,353    42,893    15,552

Cash and equivalents                     199       429       534         535       607       948       560
Cash - Funded Reserve                    656       581       852         470       896     1,787     1,038
Restricted Cash                           --        66        --          13       268         8        --
Tenant rent receivable                   111        --        --          --         1       149        --
Step rent receivable                      --        --       193         131       267       185        26
Prepaid expenses                           5        28        15          19        25        13         1
Deferred leasing costs                    46        --        --          --        --        --        --
  Accumumlated Amortization               (9)       --        --          --        --        --        --
Deferred lease origination costs          --        --        --          --        --        --       461
  Accumumlated Amortization               --        --        --          --        --        --        (4)
                                     -------   -------   -------     -------   -------   -------   -------
     Total Assets                    $ 7,079   $18,421   $20,701     $14,222   $23,417   $45,983   $17,634
                                     =======   =======   =======     =======   =======   =======   =======

Liabilities and Stockholders' Equity:
Accounts payable and accrued
  expenses                           $    35   $    58   $    45     $   173   $   130   $    80   $   173
Dividends payable                        143       399       480         329       511     1,021       405
Tenant security deposits                  --        66        --          13       268         8        --
Deferred Lease origination costs          --        --        --          --        --        --        --
                                     -------   -------   -------     -------   -------   -------   -------
     Total Liabilities                   178       523       525         515       909     1,109       578
                                     -------   -------   -------     -------   -------   -------   -------

Preferred Stock                           --        --        --          --        --        --        --
Common Stock                              --        --        --          --        --        --        --
Additional paid in capital             7,006    19,435    21,221      14,459    23,624    47,253    18,329
Deficit and distributions
  in excess of earnings                 (105)   (1,537)   (1,045)       (752)   (1,116)   (2,379)   (1,273)
                                     -------   -------   -------     -------   -------   -------   -------
     Total Stockholders' Equity        6,901    17,898    20,176      13,707    22,508    44,874    17,056
                                     -------   -------   -------     -------   -------   -------   -------

Total Liabilities &
  Stockholders' Equity               $ 7,079   $18,421   $20,701     $14,222   $23,417   $45,983   $17,634
                                     =======   =======   =======     =======   =======   =======   =======


                                                                                                       Total
                                     Fair                                          Plaza               Target
                                     Lakes    NW Point  Timberlake E.  Merrywood   Ridge   Park Ten    REITs
                                     -----    --------  -------------  ---------   -----   --------    -----
                                                                                 
Assets:
Land                                 $ 4,183   $ 3,242     $    --      $    --   $    --   $    --   $ 25,145
Building                              33,791    26,555          --           --        --        --    181,121
                                     -------   -------     -------      -------   -------   -------   --------
Real Estate Investments, cost         37,974    29,797          --           --        --        --    206,266
  Less Accumulated Depreciation          253        28          --           --        --        --      3,429
                                     -------   -------     -------      -------   -------   -------   --------
Real Estate Investments, net          37,721    29,769          --           --        --        --    202,837

Cash and equivalents                   1,050       657          --           --        --        --      5,519
Cash - Funded Reserve                  1,801     1,498          --           --        --        --      9,579
Restricted Cash                           --        --          --           --        --        --        355
Tenant rent receivable                    99        --          --           --        --        --        360
Step rent receivable                     154        --          --           --        --        --        956
Prepaid expenses                           6        37          --           --        --        --        149
Deferred leasing costs                    --        --          --           --        --        --         46
  Accumumlated Amortization               --        --          --           --        --        --         (9)
Deferred lease origination costs       1,486     1,400          --           --        --        --      3,347
  Accumumlated Amortization              (11)       (2)         --           --        --        --        (17)
                                     -------   -------     -------      -------   -------   -------   --------
     Total Assets                    $42,306   $33,359     $    --      $    --   $    --   $    --   $223,122
                                     =======   =======     =======      =======   =======   =======   ========

Liabilities and Stockholders' Equity:
Accounts payable and accrued
  expenses                           $   285   $   790     $    --      $    --   $    --   $    --   $  1,769
Dividends payable                        924       132                                                   4,344
Tenant security deposits                  --        --          --           --        --        --        355
Deferred Lease origination costs          --       391          --           --        --        --        391
                                     -------   -------     -------      -------   -------   -------   --------
     Total Liabilities                 1,209     1,313          --           --        --        --      6,859
                                     -------   -------     -------      -------   -------   -------   --------

Preferred Stock                           --        --          --           --        --        --         --
Common Stock                              --        --          --           --        --        --         --
Additional paid in capital            44,045    34,186          --           --        --        --    229,558
Deficit and distributions
  in excess of earnings               (2,948)   (2,140)         --           --        --        --    (13,295)
                                     -------   -------     -------      -------   -------   -------   --------
     Total Stockholders' Equity       41,097    32,046          --           --        --        --    216,263
                                     -------   -------     -------      -------   -------   -------   --------

Total Liabilities &
  Stockholders' Equity               $42,306   $33,359     $    --      $    --   $    --   $    --   $223,122
                                     =======   =======     =======      =======   =======   =======   ========



                                       70


                                  Target REITs
                                 Balance Sheets
                                December 31, 2000




                                      Forest                                   Meadow              Federal
                                       Park      Gael   Goldentop  Centennial  Point   Timberlake    Way
                                      ------     ----   ---------  ----------  ------  ----------  -------
                                                                              
Assets:
Land                                 $ 1,210   $ 3,312   $ 4,427     $ 1,305   $     0   $     0   $     0
Building                               4,818    14,789    15,183      12,152         0         0         0
Real Estate Investments, cost          6,028    18,101    19,610      13,457         0         0         0
  Less Accumulated Depreciation          180       246       114          91         0         0         0
Real Estate Investments, net           5,848    17,855    19,496      13,366         0         0         0

Cash and equivalents                     111       901       528         244         0         0         0
Cash - Funded Reserve                  1,123       616       835         470         0         0         0
Restricted Cash                            0         0         0           0         0         0         0
Tenant rent receivable                    76         0         0           0         0         0         0
Step rent receivable                       0         0         0           0         0         0         0
Prepaid expenses                           5        28        74           3         0         0         0
Deferred leasing costs                    46         0         0           0         0         0         0
  Accumumlated Amortization               (2)        0         0           0         0         0         0
Deferred lease origination costs           0         0         0           0         0         0         0
  Accumumlated Amortization                0         0         0           0         0         0         0
                                     -------   -------   -------     -------   -------   -------   -------
     Total Assets                    $ 7,207   $19,400   $20,933     $14,083   $     0   $     0   $     0
                                     =======   =======   =======     =======   =======   =======   =======

Liabilities and Stockholders' equity:
Accounts payable and accrued
  expenses                           $    85   $   497   $    93     $    88   $     0   $     0   $     0
Dividends payable                        116       372       474         125         0         0         0
Tenant security deposits                   0        86         0          13         0         0         0
Deferred Lease origination costs           0         0         0           0         0         0         0
                                     -------   -------   -------     -------   -------   -------   -------
     Total Liabilities                   201       955       567         226         0         0         0
                                     -------   -------   -------     -------   -------   -------   -------

Preferred Stock/Partners Equity        7,006         0         0           0         0         0         0
Common Stock                               0         0         0           0         0         0         0
Additional paid in capital                 0    19,435    21,221      14,459         0         0         0
Deficit and distributions in
  excess of earnings                       0      (990)     (855)       (602)        0         0         0
                                     -------   -------   -------     -------   -------   -------   -------
Total stockholders equity              7,006    18,445    20,366      13,857         0         0         0
                                     -------   -------   -------     -------   -------   -------   -------
     Total Liabilities &
       Stockholders' Equity          $ 7,207   $19,400   $20,933     $14,083   $     0   $     0   $     0
                                     =======   =======   =======     =======   =======   =======   =======


                                                                                                     Total
                                     Fair                                         Plaza              Target
                                     Lakes   NW Point  Timberlake E.  Merrywood   Ridge   Park Ten   REITs
                                     -----   --------  -------------  ---------   -----   --------   -----
                                                                                
Assets:
Land                                 $     0  $     0     $     0      $     0   $     0   $     0   $ 10,254
Building                                   0        0           0            0         0         0     46,942
Real Estate Investments, cost              0        0           0            0         0         0     57,196
  Less Accumulated Depreciation            0        0           0            0         0         0        631
Real Estate Investments, net               0        0           0            0         0         0     56,565

Cash and equivalents                       0        0           0            0         0         0      1,784
Cash - Funded Reserve                      0        0           0            0         0         0      3,044
Restricted Cash                            0        0           0            0         0         0          0
Tenant rent receivable                     0        0           0            0         0         0         76
Step rent receivable                       0        0           0            0         0         0          0
Prepaid expenses                           0        0           0            0         0         0        110
Deferred leasing costs                     0        0           0            0         0         0         46
  Accumumlated Amortization                0        0           0            0         0         0         (2)
Deferred lease origination costs           0        0           0            0         0         0          0
  Accumumlated Amortization                0        0           0            0         0         0          0
                                     -------  -------     -------      -------   -------   -------   --------
     Total Assets                    $     0  $     0     $     0      $     0   $     0   $     0   $ 61,623
                                     =======  =======     =======      =======   =======   =======   ========

Liabilities and Stockholders' equity:
Accounts payable and accrued
  expenses                           $     0  $     0     $     0      $     0   $     0   $     0   $    763
Dividends payable                          0        0           0            0         0         0      1,087
Tenant security deposits                   0        0           0            0         0         0         99
Deferred Lease origination costs           0        0           0            0         0         0          0
                                     -------  -------     -------      -------   -------   -------   --------
     Total Liabilities                     0        0           0            0         0         0      1,949
                                     -------  -------     -------      -------   -------   -------   --------

Preferred Stock/Partners Equity            0        0           0            0         0         0      7,006
Common Stock                               0        0           0            0         0         0          0
Additional paid in capital                 0        0           0            0         0         0     55,115
Deficit and distributions in
  excess of earnings                       0        0           0            0         0         0     (2,447)
                                     -------  -------     -------      -------   -------   -------   --------
Total stockholders equity                  0        0           0            0         0         0     59,674
                                     -------  -------     -------      -------   -------   -------   --------
     Total Liabilities &
       Stockholders' Equity          $     0  $     0     $     0      $     0   $     0   $     0   $ 61,623
                                     =======  =======     =======      =======   =======   =======   ========



                                       71


                                  Target REITs
                                 Balance Sheets
                                December 31, 1999




                                      Forest                                 Meadow              Federal
                                       Park     Gael  Goldentop  Centennial  Point   Timberlake    Way
                                      ------    ----  ---------  ----------  ------  ----------  -------
                                                                            

Assets:
Land                                 $ 1,210  $     0  $     0     $     0   $     0   $     0   $     0
Building                               4,818        0        0           0         0         0         0
Real Estate Investments, cost          6,028        0        0           0         0         0         0
  Less Accumulated Depreciation           56        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------
Real Estate Investments, net           5,972        0        0           0         0         0         0

Cash and equivalents                       0        0        0           0         0         0         0
Cash - Funded Reserve                    179        0        0           0         0         0         0
Restricted Cash                        1,066        0        0           0         0         0         0
Tenant rent receivable                     0        0        0           0         0         0         0
Step rent receivable                      23        0        0           0         0         0         0
Prepaid expenses                           0        0        0           0         0         0         0
Deferred leasing costs                     1        0        0           0         0         0         0
  Accumumlated Amortization                0        0        0           0         0         0         0
Deferred lease origination costs           0        0        0           0         0         0         0
  Accumumlated Amortization                0        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------
     Total Assets                    $ 7,241  $     0  $     0     $     0   $     0   $     0   $     0
                                     =======  =======  =======     =======   =======   =======   =======

Liabilities and Stockholders' Equity:
Accounts payable and accrued
  expenses                           $    63  $     0  $     0     $     0   $     0   $     0   $     0
Dividends payable                          0
Tenant security deposits                   0        0        0           0         0         0         0
Deferred Lease origination costs           0        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------
     Total Liabilities                    63        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Preferred Stock/Partners Equity        7,178        0        0           0         0         0         0
                                           0        0        0           0         0         0         0
                                           0        0        0           0         0         0         0
                                           0        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------
     Total Stockholders' Equity        7,178        0        0           0         0         0         0
                                     -------  -------  -------     -------   -------   -------   -------

Total Liabilities &
  Stockholders' Equity               $ 7,241  $     0  $     0     $     0   $     0   $     0   $     0
                                     =======  =======  =======     =======   =======   =======   =======


                                                                                                      Total
                                     Fair                                         Plaza               Target
                                     Lakes   NW Point  Timberlake E.  Merrywood   Ridge   Park Ten    REITs
                                     -----   --------  -------------  ---------   -----   --------    -----
                                                                                

Assets:
Land                                 $     0  $     0     $     0      $     0   $     0   $     0   $  1,210
Building                                   0        0           0            0         0         0      4,818
Real Estate Investments, cost              0        0           0            0         0         0      6,028
  Less Accumulated Depreciation            0        0           0            0         0         0         56
                                     -------  -------     -------      -------   -------   -------   --------
Real Estate Investments, net               0        0           0            0         0         0      5,972

Cash and equivalents                       0        0           0            0         0         0          0
Cash - Funded Reserve                      0        0           0            0         0         0        179
Restricted Cash                            0        0           0            0         0         0      1,066
Tenant rent receivable                     0        0           0            0         0         0          0
Step rent receivable                       0        0           0            0         0         0         23
Prepaid expenses                           0        0           0            0         0         0          0
Deferred leasing costs                     0        0           0            0         0         0          1
  Accumumlated Amortization                0        0           0            0         0         0          0
Deferred lease origination costs           0        0           0            0         0         0          0
  Accumumlated Amortization                0        0           0            0         0         0          0
                                     -------  -------     -------      -------   -------   -------   --------
     Total Assets                    $     0  $     0     $     0      $     0   $     0   $     0   $  7,241
                                     =======  =======     =======      =======   =======   =======   ========

Liabilities and Stockholders' Equity:
Accounts payable and accrued
  expenses                           $     0  $     0     $     0      $     0   $     0   $     0   $     63
Dividends payable                                                                                           0
Tenant security deposits                   0        0           0            0         0         0          0
Deferred Lease origination costs           0        0           0            0         0         0          0
                                     -------  -------     -------      -------   -------   -------   --------
     Total Liabilities                     0        0           0            0         0         0         63
                                     -------  -------     -------      -------   -------   -------   --------

Preferred Stock/Partners Equity            0        0           0            0         0         0      7,178
                                           0        0           0            0         0         0          0
                                           0        0           0            0         0         0          0
                                           0        0           0            0         0         0          0
                                     -------  -------     -------      -------   -------   -------   --------
     Total Stockholders' Equity            0        0           0            0         0         0      7,178
                                     -------  -------     -------      -------   -------   -------   --------

Total Liabilities &
  Stockholders' Equity               $     0  $     0     $     0      $     0   $     0   $     0   $  7,241
                                     =======  =======     =======      =======   =======   =======   ========



                                       72


                            DESCRIPTION OF FSP CORP.

Business

      History

      FSP Corp. is a Maryland corporation that operates in a manner intended to
qualify as a real estate investment trust for federal income tax purposes. FSP
Corp. is self-managed. It is the successor to the FSP Partnership. The FSP
Partnership was originally formed as a Massachusetts general partnership in
January 1997 as the successor to a Massachusetts general partnership that was
formed in 1981. On January 1, 2002, the Conversion became effective. Pursuant to
the Conversion, the FSP Partnership ceased to exist, FSP Corp. succeeded to the
business of the FSP Partnership and each unit of both general and limited
partnership interests in the FSP Partnership was converted into one share of FSP
Common Stock. As a result of the Conversion, FSP Corp. now holds, directly and
indirectly, 100% of the interest in three former subsidiaries of the FSP
Partnership: FSP Investments, FSP Property Management, and FSP Holdings.

      Organization

      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, some of which were Sponsored Partnerships and some of which are
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
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
Commission and is a member of the National Association of Securities Dealers,
Inc. FSP Corp. has made an election to treat FSP Investments as a "taxable REIT
subsidiary" for federal icome tax purposes.

      On April 1, 1997, FSP Holdings acquired the general partnership interest
in four Sponsored Partnerships (the "Prior Entities"), each of which had been
organized by the executive officers of the general partner of the FSP
Partnership prior to the formation of the FSP Partnership while they were
employed by another entity. 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. Between June 2000 and December 31, 2002, FSP Investments completed
the offerings of preferred stock in 15 Sponsored REITs. Effective January 1,
2001, one of the original 14 Sponsored Partnerships converted from a Sponsored
Partnership to a Sponsored REIT. This Sponsored REIT, along with 12 of the other
15 Sponsored REITs, comprise all of the Target REITs. Accordingly, as of
December 31, 2002, FSP Corp. had sponsored 33 Sponsored Entities, of which 17
were Sponsored Partnerships and 16 were Sponsored REITs. FSP Corp. expects that
future Sponsored Entities will be Sponsored REITs.


                                       73


      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 Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder. The Sponsored Entities
issued equity interests for aggregate gross cash proceeds of $690,300,000. Each
Sponsored Entity holds a single real property.

      Pursuant to mergers effective January 1, 1999, January 1, 2000 and October
1, 2000, respectively, the FSP Partnership acquired all limited partners'
interest in the 17 Sponsored Partnerships. In connection with these mergers, the
FSP Partnership issued units of the FSP Partnership 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 FSP Partnership. Neither the FSP
Partnership governing documents nor applicable state law required the approval
of the limited partners of the FSP 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 FSP Partnership was the sole
limited partner of each such Sponsored Partnership.

      Prior to the Conversion, the FSP Partnership owned, directly or
indirectly, 100% of the interest in the 17 Sponsored Partnerships, each of which
owns or owned real property. As a result of the Conversion, FSP Corp. is now the
sole limited partner of each such Sponsored Partnership and now owns, directly
or indirectly, 100% of the interest in the 17 Sponsored Partnerships. Reference
in this Proxy Statement to "FSP Corp.'s properties" means the real properties
owned by these 17 Sponsored Partnerships. None of FSP Corp.'s properties has a
net book value in excess of 10% of FSP Corp.'s total assets or had gross
revenues for the most recent fiscal year that accounted for more than 10% of FSP
Corp's gross revenues for such year. The FSP Board believes that each of FSP
Corp.'s properties is adequately covered by insurance given the current
conditions in the insurance markets. Terrorism insurance was excluded from FSP
Corp's master policy as of April 2002. FSP Corp. obtained foreign terrorism
insurance as of November 26, 2002, but has not yet obtained domestic terrorism
insurance.

      FSP Property Management asset manages each Sponsored Entity and provides
property management services or property accounting services to eight Sponsored
Entities. FSP Property Management receives fee income from those Sponsored
Entities that have not been acquired by FSP Corp. FSP Property Management does
not receive any rental income.

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

Investment Objectives

      FSP Corp. has two principal sources of revenue:

            o     investment banking income consisting of brokerage commissions
                  and other related fees paid to FSP Investments in connection
                  with the organization and


                                       74


                  offering of Sponsored Entities and loan origination fees paid
                  in connection with loans to Sponsored Entities.

            o     rental income from the real properties it owns.

      FSP Corp.'s investment objective is to increase the cash available for
distribution to its stockholders by increasing its revenue from investment
banking services and rental income. FSP Corp. expects that, through FSP
Investments, it will continue to organize and cause the offering of Sponsored
REITs in the future and that it will continue to derive investment banking
income from such activities. FSP Corp. also expects that in the future it will
acquire additional real properties. FSP Corp. may sell from time to time the
real properties it owns as market conditions warrant and either distribute the
proceeds to its stockholders or retain some or all of such proceeds for
investment in real properties or other corporate activities. FSP Corp. may
acquire real properties in any geographic area of the United States and of any
property type. Of the 16 properties FSP Corp. owns, three are apartment
complexes, 11 are office buildings and two are industrial; three 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. FSP Corp. has no
restrictions on the percentage of its assets that may be invested in any one
real property. FSP Corp. acquires its properties primarily for their rental
income and seeks to manage its properties with a goal of increasing their value.

      FSP Corp. relies on the following principles in selecting real properties
for acquisition by a Sponsored Entity or FSP Corp. and managing them after
acquisition:

            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 in excellent locations 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 over-leveraging properties and placing them at risk
                  of foreclosure.

      FSP Corp. has an unsecured revolving line of credit with Citizens Bank
that provides for borrowings of up to $50,000,000. FSP Corp. has drawn on this
line of credit, and intends to draw on this line of credit in the future, to
obtain funds for the purpose of making interim mortgage loans to


                                       75


Sponsored Entities. FSP Corp.'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. FSP Corp. 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. FSP Corp. has no
restriction on the percentage of its assets that may be invested in any single
mortgage.

Policies

      FSP Corp.'s policy is not to invest in the securities of other common
stock 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.
FSP Corp. does not expect to receive any material amounts of revenue or gain
from its nominal interest in any Sponsored REITs.

      FSP Corp.'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
or 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). FSP Corp.
expects that it will engage in the purchase and sale of real estate investments
as market conditions warrant. FSP Corp. may repurchase or otherwise reacquire
its securities.

      Any of FSP Corp.'s policies may be changed at any time by the FSP Board.

Competition

      With respect to its investment banking and brokerage business, FSP Corp.
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 other REITs.
Some of FSP Corp.'s competitors have significantly more resources than FSP Corp.
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, FSP Corp. faces competition
in each of the markets where the properties are located. As of December 31,
2002, 12 of FSP Corp.'s 17 properties had a percentage of leased space in excess
of 95% and four properties had percentages of leased space ranging from 63-94%.
One property became vacant as of November 30, 2002, and was still unleased as of
December 31, 2002.

Employees

      Prior to the Conversion, the general partner of the FSP Partnership was
FSP General Partner LLC, a Massachusetts limited liability company (the "FSP
General Partner"). The members of the FSP General Partner and their respective
ownership interests therein were George J. Carter (33.94%), R. Scott MacPhee
(30.66%), Richard R. Norris (21.40%), William


                                       76


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 FSP General
Partner had no other business other than acting as general partner of the FSP
Partnership. Prior to the Conversion, the executive officers of the FSP General
Partner devoted all of their business activities to the FSP Partnership and its
subsidiaries. The former executive officers of the FSP General Partner are now
the current executive officers of FSP Corp. and they devote all of their
business activities to FSP Corp. and its subsidiaries.

      FSP Corp. had 31 employees as of December 31, 2002.

Legal Proceedings

         From time to time, FSP Corp. is subject to legal proceedings and claims
that arise in the ordinary course of its business. Although occasional adverse
decisions (or settlements) may occur, FSP Corp. believes that the final
disposition of such matters will not have a material adverse effect on FSP
Corp.'s financial position, cash flows or results of operations.


                                       77


        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with FSP Corp.'s
financial statements and notes thereto appearing elsewhere in this Proxy
Statement. Historical results and percentage relationships set forth in the
consolidated financial statements contained in the financial statements,
including trends which might appear, should not be taken as necessarily
indicative of future operations.

Overview

      FSP Corp. operates in two business segments: investment banking services
and rental operations. The first of these segments involves the provision of
real estate investment and broker/dealer services that include: (a) the
organization of Sponsored REITs in 2002, 2001 and 2000 and Sponsored
Partnerships in 2000 and prior years, 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 second segment involves
the ownership of real property. The following table summarizes property owned by
FSP Corp. at the three years ended December 31, 2002, 2001 and 2000.

                                                          December 31,
                                             -----------------------------------
                                                2002        2001        2000
                                             -----------------------------------
      Residential
          Number of Properties.............. 4            4           4
          Number of Apartment Units......... 642          642         642

      Commercial
          Number of Properties.............. 13           13          13
          Square Footage.................... 1,433,300    1,433,300   1,433,300

      As described in Note 4 to FSP Corp.'s financial statements, FSP Corp.'s
predecessor-in-interest, the FSP Partnership, consummated three series of
mergers. Prior to the consummation of the first series of mergers, the FSP
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 FSP Partnership business. The nature of
the FSP Partnership 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 each merger the FSP Partnership acquired
the minority interests in the Sponsored Partnerships. 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


                                       78


exchanged their interests for an interest in the FSP Partnership. There were no
cash payments and no contingent payments.

      The acquisitions have affected FSP Corp. in that the real estate portfolio
is more diverse, both geographically and with respect to property type and by
tenant business, investment banking services account for a smaller percentage of
FSP Corp.'s revenues, and FSP Corp. 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 without giving effect to the merger.

                                                      Estimated Value at
Merged Sponsored Partnership       Merger Date        Merger Date (in thousands)
----------------------------       -----------        --------------------------

Essex Lane                      January 1, 1999               $  11,339
FSP Apartment Properties        January 1, 1999                  12,691
One Technology                  January 1, 1999                  11,989
FSP North Andover               January 1, 1999                   9,919
FSP Weslayan Oaks (1)           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                   5,328
FSP Telecom                     January 1, 2000                  16,814

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

(1)   The sale of this Sponsored Partnership was consummated on February 7,
      2003.

      During 2002, 2001 and 2000, FSP Corp. retained ownership interests in 17,
ten and three Sponsored REITs, respectively, for nominal consideration in
connection with the organization and syndication of such Sponsored REITs.
However, FSP Corp. had completed the syndication of only 16 of the Sponsored
REITs of which it retained ownership interests as of December 31, 2002.
Additionally, as discussed above, the FSP 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. FSP
Corp.'s cost of its investment in the Sponsored REITs approximates its share of
the underlying equity in the net assets of the REITs. Prior to the completion of
the offering of the preferred shares of the Sponsored REITs, FSP Corp.'s share
of net income in the


                                       79


Sponsored REITs was $519,000, $255,000, and $0, for the years ended December 31,
2002, 2001 and 2000, respectively. Subsequent to the completion of the offering
of the preferred shares, FSP Corp. did not share in any of the Sponsored REITs'
earnings for the years ended December 31, 2002, 2001 and 2000.

      Each Sponsored REIT was organized to acquire real estate property using
the proceeds raised through a private offering of its preferred stock. The
Sponsored REITs have not obtained and do not contemplate obtaining any long-term
financing. The Sponsored REITs issued both common stock and preferred stock. The
common stock is ultimately owned solely by FSP Corp. and, except for two
non-management directors of FSP Corp., the preferred stock is owned by
unaffiliated investors. 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, FSP Corp. has no
rights to the Sponsored REIT's cash distributions subsequent to the completion
of the offering of the preferred shares. However, upon liquidation of a
Sponsored REIT, FSP Corp. will be entitled to its percentage interest in any
proceeds remaining after the preferred stockholders have recovered their
investment. FSP Corp.'s percentage interest in each Sponsored REIT is less than
0.1%. 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,
including the Mergers as contemplated by the Merger Agreement. 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
that Sponsored REIT's board of directors.

Critical Accounting Policies

      FSP Corp. has certain critical accounting policies that are subject to
judgments and estimates by FSP Corp. and uncertainties of outcome that affect
the application of these policies. FSP Corp. bases its estimates on historical
experience and on various other assumptions FSP Corp. believes to be reasonable
under the circumstances. On an on-going basis, FSP Corp. evaluates its
estimates. In the event estimates or assumptions prove to be different from
actual results, adjustments are made in subsequent periods to reflect more
current information. The material accounting policies that FSP Corp. believes
are most critical to the understanding of its financial position and results of
operations that require significant management estimates and judgments are
discussed below.

Basis of Presentation

      The consolidated financial statements of FSP Corp. include the accounts of
the FSP Partnership (as predecessor-in-interest to FSP Corp.), 17 Sponsored
Partnerships and wholly and majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Prior to the mergers, the accounts of the Sponsored Partnerships have been
consolidated into the FSP Partnership's financial statements under the
principles of accounting applicable to investments in subsidiaries in accordance
with SOP 78-9.


                                       80


Real Estate Assets

      Real estate assets are stated at the lower of depreciated cost or fair
value. The cost of buildings and improvements include the purchase price of
property, legal fees and other acquisition costs. Typical capital improvements
include new roofs, site improvements, various exterior building improvements and
major renovations. Funding for capital improvements typically is provided by
cash reserves.

      FSP Corp. periodically reviews its properties to determine if its carrying
amounts will be recovered from future operating cash flows. The evaluation of
anticipated cash flows is highly subjective and is based in part on assumptions
regarding future occupancy, rental rates and capital requirements that could
differ materially from actual results in future periods. Since cash flows on
properties considered to be "long-lived assets to be held and used" as defined
by FAS 144 are considered on an undiscounted basis to determine whether an asset
has been impaired, FSP Corp.'s established strategy of holding properties over
the long term directly decreases the likelihood of recording an impairment loss.
If FSP Corp.'s strategy changes or market conditions otherwise dictate an
earlier sale or disposal date, an impairment loss may be recognized. If FSP
Corp. determines that impairment has occurred, the affected assets must be
reduced to their fair value. No such impairment losses have been recognized to
date.

      FSP Corp. classifies a property as "held for sale" upon the execution of a
purchase and sale agreement provided that there are no significant contingencies
to the sale and management believes that the sale or disposition is probable
within one year. FSP Corp. reports the results of operations of its properties
classified as discontinued operations in its statements of income if no
significant continuing involvement exists after the sale or disposition.

      FSP Corp. typically retains a common stock ownership in a Sponsored REIT
following a syndication, and earns an ongoing asset and/or property management
fee; accordingly, transaction fee revenue and the results of operations are not
classified as discontinued operations due to its continuing involvement.

Revenue Recognition

      Rental revenue is reported on a straight-line basis over the terms of the
respective leases. Straight-line rent represents rental income earned in excess
of rent payments received pursuant to the terms of the individual lease
agreements.

      FSP Corp. maintains an allowance against straight-line rent for future
potential tenant credit losses. The credit assessment is based on the estimated
straight-line rental income that is recoverable over the term of the lease. The
computation of this allowance is based on the tenants' payment history and
current credit status. If FSP Corp.'s estimates of collectibility differ from
the cash received, the timing and amount of its reported revenue would likely be
impacted.

      Investment banking services revenue (Syndication and Transaction fees)
from the syndication of Sponsored REITs is recognized pursuant to the provisions
of Statement of Financial Standards No. 66 "Accounting for Sales of Real
Estate", and Statement of Position 92-1


                                       81


"Accounting for Real Estate Syndication Income". Revenue is recognized provided
the criteria for sale accounting in SFAS 66 are met.

Depreciation expense

      FSP Corp. computes depreciation on its properties using the straight-line
method based on an estimated useful life of 27.5 years for residential property
and 39 years for non-residential property. The portion of the acquisition cost
allocated between land and building for each property may vary based on
estimated land value and other factors. FSP Corp. computes depreciation on
building improvements on an estimated useful life of 15 to 39 years, and on
furniture and fixtures on an estimated useful life of 5-7 years. The allocation
of a property's acquisition costs to buildings and the determination of the
asset's useful life are based on management's estimates.

Repairs and maintenance expenses

      Routine replacements and ordinary maintenance and repairs are expensed as
incurred. Typical expense items include residential interior painting,
landscaping, minor carpet replacements and residential appliances. The
determination to expense an item rather than to capitalize and subsequently
depreciate the item is based upon management's judgment of whether the repair
extends the useful life of the asset. Funding for routine replacements, repairs
and maintenance items are typically provided by cash flows from operating
activities.


Recent Accounting Standards

      In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of the fair value
can be made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. This Statement will be effective at
the beginning of 2003. FSP Corp. has reviewed the provisions of SFAS 143 and
believes that the impact of adoption will not be material to its financial
position, results of operations and cash flows.

      In October 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". This Statement supersedes SFAS No.
121 and requires that long-lived assets that are to be disposed of by sale be
measured at the lower of book value or fair value less costs to sell. SFAS No.
144 retains the fundamental provisions of SFAS 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used, and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. This Statement was
effective at the beginning of 2002. The impact of adoption did not have a
material impact on FSP Corp.'s financial position, results of operations


                                       82


and cash flows. FSP Corp. does not have any real estate assets that it considers
"held for sale" at December 31, 2002.

      In April 2002, the FASB issued SFAS No. 145 "Rescission of FAS Nos. 4, 44,
and 64, Amendment of FAS 13, and Technical Corrections". This Statement rescinds
FASB No. 4, "Reporting Gains and Losses from Extinguishment of Debt", and an
amendment of that Statement, FASB No. 64, "Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements". This Statement amends FASB No. 13,
"Accounting for Leases". This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings or
describe their applicability under changed conditions. This statement will be
effective for FSP Corp.'s fiscal year ending December 31, 2003. FSP Corp. has
reviewed the provisions of FASB 145 and believes that the impact of adoption
will not be material to its financial position, results of operations and cash
flow.

      In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities". This statement will be effective
January 1, 2003. SFAS No. 146 replaces current accounting literature and
requires the recognition of costs associated with exit or disposal activities
when they are incurred rather than at the date of a commitment to an exit or
disposal plan. FAS No. 146 supersedes Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity," which in some cases required certain costs to be
recognized before a liability was actually incurred. The adoption of this
standard is not expected to have a material impact on FSP Corp.'s results of
financial position, results of operations or cash flow.

      On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45") "Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, an Interpretation of
FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34".
FIN 45 clarifies the requirements of SFAS No. 5 "Accounting for Contingencies",
relating to a guarantors accounting for, and disclosure of, the issuance of
certain types of guarantees. The disclosure requirements of FIN 45 are effective
for the Corporation as of December 31, 2002, and require disclosure of the
nature of the guarantee, the maximum potential amount of future payments that
the guarantor could be required to make under the guarantee, and the current
amount of the liability, if any, for the guarantor's obligations under the
guarantee. The recognition requirements of FIN 45 are to be applied
prospectively to guarantees issued or modified after December 31, 2002. FSP
Corp. has reviewed the provisions of FIN 45 and believes that the impact of
adoption will not be material to its financial position, results of operations
and cash flow.

      In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities. The objective of this
interpretation is to provide guidance on how to identify a variable interest
entity ("VIE") and determine when the assets, liabilities, noncontrolling
interests, and results of operations of a VIE need to be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity will need to consolidate the entity if the company's interest in the VIE
is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's expected residual returns, if they
occur. FIN 46 also requires additional disclosures by primary beneficiaries and


                                       83


other significant variable interest holders. The provisions of this
interpretation became effective upon issuance. The adoption of this standard is
not expected to have a material impact on FSP Corp.'s results of financial
position, results of operations or cash flow.

Financing and Other Commitments

      FSP Corp. has a revolving line of credit agreement with Citizens Bank
providing for borrowings at FSP Corp.'s election up to $50.0 million. Borrowings
under the line of credit bear interest at either the bank's base rate or a
variable LIBOR rate, as defined. There were no borrowings by FSP Corp.
outstanding under the line of credit at December 31, 2002. FSP Corp. is in
compliance with all bank covenants required by this line of credit. The maturity
date of the line of credit is June 23, 2003. It is FSP Corp.'s intention to seek
to renew the line of credit when it matures.

      FSP Corp.'s commercial rental operations 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. Approximate
future minimum rental income on non-cancelable operating leases as of December
31, 2002 are (in thousands): 2003 - $15,189; 2004 - $12,513; 2005 - $8,875; 2006
- $5,715; 2007 - $3,992 and $7,936 thereafter.

      FSP Corp. 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 FSP Corp.'s share of taxes and operating costs. Approximate
future minimum lease payments at December 31, 2002 are (in thousands): 2003 -
$203; 2004 - $209; and 2005 - $97.

Investments in Non-consolidated Entities

      FSP Corp. typically retains a minimal common stock ownership interest in
Sponsored REITs that it has organized. Subsequent to the completion of the
offering of preferred shares of such Sponsored REITs, these ownership interests
have virtually no economic benefit or risk. At December 31, 2002, 2001 and 2000,
FSP Corp. had ownership interests in 17, ten and three Sponsored REITs,
respectively. However, FSP Corp. sponsored only 16 of the Sponsored REITs for
which it retained ownership interests as of December 31, 2002. The Sponsored
REITs include the 13 Target REITs. During 1999 and 2000, FSP Corp. acquired 100%
of the non-owned interests of the Sponsored Partnerships (through a series of
mergers) that it had previously organized.

      Summarized financial information for the Sponsored REITs is as follows:

      (unaudited)                                   December 31,
                                     2002               2001        2000
                                     ------------------------------------------
                                     (in thousands)
      Balance Sheet Data:
      Real estate, net               $   385,907        $222,232    $  56,565
      Other assets                        39,465          19,048        5,058
      Total liabilities                   (6,554)          6,755        1,950
                                     ------------------------------------------
      Shareholders equity            $   418,818        $234,525    $  59,673
                                     ==========================================


                                       84


      (unaudited)                                   December 31,
                                     2002               2001        2000
                                     ------------------------------------------
                                     (in thousands)
      Operating Data:
      Rental revenues                $    46,836        $ 19,816    $   2,778
      Other revenues                         543             354          117
      Operating and maintenance
        Expenses                          14,191           5,973          948
      Depreciation and amortization        7,220           3,191          574
      Interest expense                    13,395           9,916        2,298
                                     -----------------------------------------
      Net income (loss)              $    12,577        $  1,090    $    (925)
                                     ==========================================


Results of Operations

      The following table shows the variance in dollars for FSP Corp.'s
operations for the years ended December 31, 2002 and 2001, the years ended
December 31, 2001 and 2000 and the years ended December 31, 2000 and 1999.



                                                            Variance in Dollars
(in thousands)                                         For the Year Ended December 31,
                                              2002 and 2001    2001 and 2000    2000 and 1999
                                              -----------------------------------------------
                                                                          
Revenue
  Rental revenue
  Rental income                                  $    643         $  1,331         $  9,119
  Sponsored REIT revenue                              527              860               --
  Interest and Other                                 (458)             (71)             771
                                              -----------------------------------------------
      Total rental revenue                            712            2,120            9,890
                                              -----------------------------------------------
  Investment Services Revenue
  Syndication fees                                    720            8,964            3,592
  Transaction fees                                    390            9,163            3,193
  Interest and Other                                  (36)              12               70
                                              -----------------------------------------------
      Total investment services revenue             1,074           18,139            6,855
                                              -----------------------------------------------

      Total Revenue                                 1,786           20,259           16,745
                                              -----------------------------------------------

Expenses
  Rental expenses
  Rental operating expenses                          (560)             537            2,060
  Real estate taxes and insurance                     230              427            1,025
  Depreciation and amortization                        51              196            1,350
  Selling and administration                         (225)             692           (1,137)
  Sponsored REIT expenses                             263              605               --
  Interest expense                                     76              (42)             561
                                              -----------------------------------------------
      Total rental expense                           (165)           2,415            3,859



                                       85




                                                            Variance in Dollars
(in thousands)                                         For the Year Ended December 31,
                                              2002 and 2001    2001 and 2000    2000 and 1999
                                              -----------------------------------------------
                                                                          
  Investment services expenses
  Selling and administration                           91            1,464            1,621
  Commissions                                         299            3,103              788
  Depreciation and amortization                        98              (12)              32
  Shares/units issued as compensation              (1,140)            (556)           2,300
                                              -----------------------------------------------
      Total investment services expenses             (652)           3,999            4,741
                                              -----------------------------------------------

      Total expenses                                 (817)           6,414            8,600
                                              -----------------------------------------------

Income attributable to Minority Interests             (40)          (2,609)             370

Taxes on income                                       699               --               --
                                              -----------------------------------------------

Net income                                       $  1,944         $ 16,454         $  7,775
                                              -----------------------------------------------


Comparison of the year ended December 31, 2002 to the year ended
December 31, 2001

      FSP Corp. syndicated six Sponsored REITs with total gross proceeds of
$210.1 million in 2002; an increase of $7.0 million compared to six Sponsored
REITs syndicated in 2001 with total gross proceeds of $203.1 million. FSP Corp.
owned seventeen properties in both years.

      Revenue

      Total revenues increased $1.8 million, or 3.2%, to $56.8 million for the
year ended December 31, 2002, as compared to $55.0 million for the year ended
December 31, 2001.

      Income from rental operations was $29.9 million for the year ended
December 31, 2002, an increase of $0.7 million, or 2.4%, compared to the year
ended December 31, 2001. The increase is attributable to:

            o     An increase in straight-line rent revenue of $0.9 million,
                  relating to new or renewed leases during the year;

            o     An increase in reimbursable expenses of $0.5 million; and

            o     An increase of $0.5 million in Sponsored REIT income relating
                  to the revenues of the Sponsored REITs prior to syndication.

      The increase was offset by:

            o     A decrease in income from leases of $0.7 million as a result
                  of a rental allowance of $0.9 million given to a tenant as
                  part of lease extension, partially offset by a net increase of
                  $0.2 million in rents (less vacancies) in the remaining
                  properties;

            o     A decrease in other lease income of $0.1 million; and


                                       86


            o     A decrease of $0.5 million in interest and other income
                  primarily due to lower interest rates in 2002.

      Investment banking services revenue (Syndication and Transaction fees) was
$26.8 million for the year ended December 31, 2002; an increase of $1.1 million,
or 4.1%, compared to the year ended December 31, 2001. This increase is
attributable to:

            o     An increase in Syndication and Transaction fees of $1.1
                  million as a result of an increase of $7 million of gross
                  proceeds from offerings of the Sponsored REITs; and

            o     No significant change in interest and other income.

      Expenses

      Total expenses were $28.8 million for the year ended December 31, 2002, a
decrease of $0.8 million, or 2.8%, compared to the year ended December 31, 2001.

      Expenses for rental operations were $17.2 million for the year ended
December 31, 2002, a net decrease of $0.2 million, or 0.9%, compared to the year
ended December 31, 2001. The decrease is attributable to:

            o     A decrease in rental operating expenses of $0.6 million
                  primarily attributable to costs associated with leasing
                  activity in 2001 that did not repeat in 2002; and

            o     A decrease in general and administrative expenses of $0.2
                  million, primarily attributable to reduced professional fees
                  allocated to rental operations.

      The decrease was offset by:

            o     An increase in real estate taxes and insurance of $0.2
                  million, as a result of tax rate increases on the existing
                  properties and increases in the price and difficulty of
                  obtaining insurance; and

            o     An increase in Sponsored REIT expenses of $0.3 million
                  primarily as a result of increased syndications in 2002
                  compared with 2001.

      There were no significant changes to depreciation and amortization expense
or interest expense related to rental operations.

      Expenses for Investment banking services were $11.6 million for the year
ended December 31, 2002, a net decrease of $0.6 million, or 5.3%, compared to
the year ended December 31, 2001. The decrease is attributable to a decrease in
expenses relating to shares/units issued as compensation of $1.1 million.

      The decrease was offset by:


                                       87


            o     An increase in selling and administrative expenses of $0.1
                  million, primarily attributable to the increase in syndication
                  proceeds in 2002;

            o     An increase in commission expense $0.3 million, attributable
                  to the increase in syndication proceeds in 2002; and

            o     An increase in depreciation and amortization expense of $0.1
                  million.

      There was no income applicable to minority interests in 2002.

      There was no tax on income in 2001. The tax rate for 2002 on the taxable
REIT subsidiary was approximately 22%. This rate included certain benefits that
will not occur in the future. FSP Corp. expects a tax rate of approximately 41%
for the taxable REIT subsidiary in the future.

Comparison of the year ended December 31, 2001 to the year ended
December 31, 2000

      FSP Corp. syndicated six Sponsored REITs with total gross proceeds of
$203.1 million in 2001, an increase of $95.5 million compared to the syndication
in 2000 of three Sponsored REITs with total gross proceeds of $60.2 million and
three Sponsored Partnerships with total gross proceeds of $47.1 million. The
revenue associated with the syndication of the three Sponsored Partnerships in
2000 with total gross proceeds of $47.4 million has been eliminated in the
consolidated statements of income. FSP Corp. owned seventeen properties in 2001
and sixteen properties for all of 2000 and one property for part of 2000.

      Revenue

      Total revenues increased $20.3 million, or 58%, to $55.1 million for the
year ended December 31, 2001, as compared to $34.8 million for the year ended
December 31, 2000. Income from rental operations was $29.2 million for the year
ended December 31, 2001.

      The increase in rental income of $2.1 million, or 7.8%, compared to the
year ended December 31, 2000, is attributable to:

            o     The acquisition of one commercial property in 2000, which
                  contributed revenue for a full year in 2001, as compared with
                  a partial year in 2000, resulting in $0.5 million in
                  incremental revenues;

            o     An increase in revenues of approximately $0.8 million as a
                  result of rent increases on existing properties; and

            o     An increase in revenues from the Sponsored REITs of $0.9
                  million resulting from the fact that there was no rental
                  revenue from Sponsored REITs in 2000.

      The increase was offset by a decrease in interest income of less than $0.1
million.


                                       88


      The increase in Investment banking services income (Syndication and
Transaction fees) of $18.1 million, or 239%, compared to the year ended December
31, 2000, is attributable to the syndication of six Sponsored REITs (with
aggregate gross proceeds of $203.1 million) in 2001 compared to the syndication
of three Sponsored REITs (with aggregate gross proceeds of $60.2 million) in
2000.

      Interest and other income of $0.1 million was consistent with the previous
year.

      Expenses

      Total expenses increased $5.8 million, or 25%, to $29.0 million for the
year ended December 31, 2001, as compared to $23.2 million for the year ended
December 31, 2000.

      The increase in selling, general and administrative expenses of $2.2
million, or 70%, compared to the year ended December 31, 2000, is attributable
to the extra costs associated with the syndication of six Sponsored REITS in
2001 (with aggregate gross proceeds of $203.1 million) compared to the
syndication of six Sponsored Entities in 2000 (with aggregate gross proceeds of
$107.6 million) including:

            o     An increase in payroll and related expenses of $1.5 million;

            o     An increase in consulting and professional fees of
                  approximately $0.6 million; and

            o     An increase in other costs of approximately $0.1 million.

      The increase in commission expense of $3.1 million, or 91%, compared to
the year ended December 31, 2000 is attributable to the increase of syndication
proceeds of approximately $95 million in 2001 as described above.

      The increase in rental expenses of $0.5 million, or 8.3%, compared to the
year ended December 31, 2000, is primarily attributable to the acquisition of
one commercial property in 2000, which incurred costs for a full year in 2001,
as compared with a partial year in 2000.

      The increase in depreciation and amortization expenses of $0.2 million, or
4%, compared to the year ended December 31, 2000, is primarily attributable to
the acquisition of one commercial property in 2000, which incurred a full year
of depreciation and amortization expense in 2001, as compared with a partial
year in 2000.

      The increase in real estate taxes and insurance expenses of $0.4 million,
or 17%, compared to the year ended December 31, 2000, is primarily attributable
to:

            o     The acquisition of one commercial property in 2000, which
                  incurred costs for a full year in 2001, as compared with a
                  partial year in 2000, resulting in approximately $0.1 million
                  in incremental expenses; and





                                       89


            o     Tax rate increases on FSP Corp.'s existing properties of
                  approximately $0.3 million.

      There were no Sponsored REIT expenses in 2000.

      Interest expense of $0.8 million was consistent with the prior year.

      The decrease in minority interest expense of $2.6 million for the year
ended December 31, 2001 compared to the minority interest for the year ended
December 31, 2000 is a result of the mergers completed during the year ended
December 31, 2000, as described in Note 4 to the financial statements.

Comparison of the year ended December 31, 2000 to the year ended
December 31, 1999

      FSP Corp. syndicated three Sponsored REITs in 2000 with total gross
proceeds of $60.2 million, an increase of $52.4 million compared to the
syndication of one unconsolidated partnership in 1999 with total gross proceeds
of $7.8 million. The revenue associated with the syndication of three Sponsored
Partnerships in 2000 with total gross proceeds of $47.4 million has been
eliminated in the consolidated statements of income. The revenue associated with
the syndication of five Sponsored Partnerships in 1999 with total gross proceeds
of $57.1 million has been eliminated in the consolidated statements of income.
FSP Corp. owned sixteen properties for a full year and one property for part of
the year in 2000. FSP Corp. owned nine properties for a full year and seven
properties for part of the year in 1999.

      Revenue

      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 revenue 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 revenue for a partial year in 2000, as compared
                  with no revenue in 1999, resulting in approximately $0.6
                  million in incremental revenues; and

            o     An increase in revenue of approximately $0.5 million as a
                  result of rent increases and other miscellaneous fees on
                  existing properties.

      The increase in Investment banking services income (Syndication and
Transaction fees) of $6.8 million, or 859%, compared to the year ended December
31, 1999, is attributable to the syndication of three Sponsored REITs in 2000
(with aggregate gross proceeds of $60.2 million)


                                       90


compared to the syndication of one Sponsored Partnership in 1999 (with aggregate
gross proceeds of $7.8 million).

      The increase in interest and other income of $0.8 million, 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 $8.6 million, or 53.0%, to $23.2 million for the
year ended December 31, 2000, as compared to $14.6 million for the year ended
December 31, 1999.

      The increase in selling, general and administrative expenses of $0.5
million, or 24%, compared to the year ended December 31, 1999, is attributable
to the extra costs associated with the syndication of six Sponsored Entities
(with aggregate gross proceeds of $107.6 million) in 2000 compared with the
syndication of six Sponsored Entities (with aggregate gross proceeds of $64.9
million) in 1999 resulting from an increase in payroll and related expenses of
$0.7 million, offset by decreases in other costs of approximately $0.2 million.


      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 commission expense of $0.8 million, or 19%, compared to
the year ended December 31, 1999 is attributable to the syndication of six
Sponsored Entities (with aggregate gross proceeds of $107.6 million) in 2000
compared with the syndication of six Sponsored Entities (with aggregate gross
proceeds of $64.9 million) in 1999 as follows:

      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 depreciation and amortization expenses for a full
                  year in 2000, as compared with a partial year in 1999,
                  resulting in $1.2 million in incremental expenses; and

            o     The acquisition of one commercial property in 2000, which
                  incurred depreciation and amortization expenses for a partial
                  year in 2000, as compared with no costs in 1999, resulting in
                  approximately $0.1 million 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:


                                       91


            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 $0.8 million
                  in incremental expenses; and

            o     Tax rate increases on the existing properties of approximately
                  $0.2 million.

      The increase in interest expense of $0.6 million, or 187.6%, compared to
the year ended December 31, 1999, is primarily attributable to 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 $0.4 million 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.

Trends and Uncertainties

      Rental Operations

      During the first six months of 2002, the apartment properties in Houston
and Baton Rouge had to struggle to maintain occupancy and to raise rents in the
face of the Enron and Andersen layoffs, but there was no material decrease in
occupancy, and rents increased slightly. However, during the third and fourth
quarters of the year, the occupancy and rents began to decline, in part due to
seasonal variations and in part due to overall market conditions. In addition to
the decline in overall market conditions, individual properties may suffer in
the coming quarters as newly constructed competition in the neighborhood start
to lease new units.

      During 2002, office vacancy rates in all of FSP Corp.'s major markets
continued to increase, making it harder to increase rents or lease vacancies as
they occurred. Unless there is a turnaround in the general economy in early
2003, these conditions are likely to remain, and vacancies may increase along
with increased costs to lease the vacant space, including in the form of
concessions, free rent, and other incentives. When the economy does recover, it
is likely to recover unevenly with certain industry segments and geographic
areas improving before others. Because of the diversity of FSP Corp.'s portfolio
and the long-term nature of its office leases, the financial impact of any
recovery or further deterioration may be slow to materialize and is difficult to
predict.

      During 2002, FSP Corp. had mixed success in leasing vacancies that
occurred due to normal lease expirations and as a result of unexpected vacancies
that arose because of tenant bankruptcies. In some markets, such as Greenville,
South Carolina and Charlotte, North Carolina, space that became vacant in 2001
is still partially vacant, and while new leases have been signed, other tenants
continue to reduce their space needs or leave as their leases expire. In
contrast, an early lease renewal was negotiated with the major tenant at the
Southfield, Michigan property, and a new tenant leased most of a floor in the
same building, even though market conditions in the area are softer than in
previous years.

      There were no material lease expirations in 2002 except for a lease for
99,000 square feet, which expired on November 30, 2002, and was not renewed. FSP
Corp. is actively


                                       92


marketing the space to potential users but has not leased the space and cannot
predict when a tenant for the space will be found. The only year in which more
than 10% of FSP Corp.'s square footage has leases expiring is 2004, during which
leases with respect to more than 20% of FSP Corp.'s office square footage will
expire. However, tenants whose leases are not scheduled to expire in the near
future may go bankrupt, as they did in 2001 and 2002, and add to the vacancies,
or leases scheduled to expire in 2004 may be renegotiated earlier.

      Real estate taxes are expected to increase in 2003 as municipalities try
to compensate for lost revenue by raising tax rates or by taxing commercial
property more heavily. Where possible, FSP Corp. intends to protest and file for
tax abatements. However, it is not certain that those efforts will be
successful.

      Insurance costs and deductibles have increased, and coverages have been
eliminated across the real estate industry. When FSP Corp.'s policy was renewed
in April 2002, its rates increased and coverage for terrorism was excluded from
its master policy. FSP Corp. explored obtaining terrorism insurance for all of
its properties before the new terrorism insurance bill was signed, but did not
find it to be economically reasonable to do so, given that the portfolio does
not contain high profile buildings or buildings in central business districts.
As a result of the new terrorism bill, as of November 26, 2002, FSP Corp.
obtained foreign terrorism coverage at a nominal cost. FSP Corp. is
investigating the financial feasibility of obtaining domestic terrorism
insurance in 2003. FSP Corp. intends to continue to investigate ways to keep the
properties adequately insured at economically reasonable rates until the
insurance markets return to a more normal state.

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

      Sale of Weslayan Oaks


      In February 2003, FSP Corp. completed the sale of its Weslayan Oaks
apartment complex in Houston, Texas. The net selling price was approximately
$6.2 million and FSP Corp. realized a gain of approximately $1.2 million on the
sale.

      Proposed Sale of Vacant Land in Southfield, Michigan

      An offer to sell a parcel of vacant land in Southfield, Michigan was
accepted in December, but a purchase and sale agreement is still being
negotiated and has not been signed.

      Investment Services

      Unlike FSP Corp.'s real estate business, which provides a rental revenue
stream which is ongoing and recurring in nature, FSP Corp.'s investment banking
business is transactional in nature. Trends in 2002 were below expectations in
terms of both the number of Sponsored REIT


                                       93


syndications completed and the amount of equity raised. Future business in this
area is unpredictable.

      FSP Corp.'s acquisition executives are reporting some of the largest
spreads between bid and ask prices for properties that they have seen in FSP
Corp.'s history. The larger-than-normal spreads may be caused by differing views
of the strength and timing of a national economic recovery as well as low
interest rate carrying costs on debt-financed properties. Without the ability to
acquire properties at attractive prices on behalf of Syndicated REITs, FSP
Corp.'s investment banking activities may suffer.

      Further, FSP Corp. continues to rely solely on its in-house investment
executives to access interested investors who have capital they can afford to
place in an illiquid position for an indefinite period of time (i.e., investment
in Sponsored REITs). While FSP Corp. continues to expand its in-house sales
force, uncertainties always exist as to whether it is capable, either through
FSP Corp.'s existing client base or through new clients, of raising the amount
of capital invested in Sponsored REITs to achieve future performance objectives.
Further setbacks in the stock market or the general economy could have negative
effects, and while the tragic events of September 11, 2001 did not disrupt FSP
Corp.'s transactional business unit significantly, further terrorist attacks, if
they occur, may have a chilling effect on the willingness of investors to
purchase interests in future Sponsored REITs.

Liquidity and Capital Resources as of December 31, 2002

      Cash and cash equivalents were $22.3 million and $24.3 million at December
31, 2002 and December 31, 2001, respectively. This decrease of $2.0 million is
attributable to $30.5 million used for financing activities plus $2.6 million
used for investing activities offset by $31.1 million provided by operating
activities.

      Operating Activities

      The cash provided by FSP Corp.'s operating activities of $30.5 million is
primarily attributable to net income of $27.3 million plus the add-back of $5.5
million from non-cash activity less a $2.4 million net change in operating
assets and liabilities.

      Investing Activities

      FSP Corp.'s cash used for investing activities of $2.0 million is
attributable to $1.2 million for the purchase of real estate assets, office
computers and furniture and $0.8 million for a deposit on real estate
investments.

      Financing Activities

      FSP Corp.'s cash used by financing activities of $30.5 million is all
attributable to distributions to shareholders.

Liquidity and Capital Resources as of December 31, 2001


                                       94


      Cash and cash equivalents were $24.4 million and $13.7 million at December
31, 2001 and December 31, 2000, respectively. This 78% increase of $10.6 million
is attributable to $33.4 million generated by operating activities and $21.8
million generated by investing activities, partially offset by $44.5 million
used by financing activities.

      Operating Activities

      FSP Corp.'s cash provided by operating activities of $33.4 million is
primarily attributable to $32.0 million from operations, after addback of $6.6
million from non-cash expenses of which $4.8 million relates to depreciation and
amortization and $1.7 million relates to equity based compensation, and to $1.5
million from the increase in accounts payable and accrued expenses, partially
offset by a net change in other operating assets and liabilities of $0.1
million.

      Investing Activities

      FSP Corp's cash provided by investing activities of $21.8 million is
attributable to the decrease in investment of $16.7 million as a result of
repayment of a mortgage loan by a Sponsored REIT and $5.3 million as a result of
the redemption of marketable securities plus proceeds of $0.4 million received
on the sale of land, offset by the purchase of $0.7 million of property and
equipment.

      Financing Activities

      FSP Corp.'s cash used by financing activities of $44.5 million is
attributable to repayments of the line of credit of $16.5 million and cash
distributions to partners of $27.9 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 $31.1 million used in investing activities partially offset by
$14.5 million provided by operating activities and $11.7 million provided by
financing activities.

      Investing Activities


      FSP Corp.'s cash used in investing activities of $31.1 million is
primarily attributable to $16.7 million relating to advances to a Sponsored REIT
which were subsequently repaid in February 2001; $9.9 million for the purchase
of property and equipment, partially offset by proceeds of $0.9 million from the
sale of land; and $5.3 million for the purchase of marketable securities.

      Operating Activities

      FSP Corp.'s cash provided by operating activities of $14.5 million is
primarily attributable to $18.5 million from operations, after addback of $9.5
million from non-cash


                                       95


expenses of which $4.6 million relates to depreciation and amortization, $2.3
million relates to equity based compensation, and $2.5 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 by $1.5
million from an aggregate net decrease in other operating assets and
liabilities.

      Financing Activities

      FSP Corp.'s cash provided by financing activities of $11.7 million is
attributable to capital contributions of $39.8 million from the issuance of
partnership units in connection with the acquisition by merger of 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.

Sources and Uses of Funds

      FSP Corp.'s principal demands for liquidity are cash for operations,
dividends to equity holders, debt repayments and expenses associated with
indebtedness. As of December 31, 2002 FSP Corp. had approximately $4.8 million
in liabilities. FSP Corp. has no permanent, long-term debt. In the near term,
liquidity is generated from funds from ongoing real estate operations and
transaction fees and commissions received in connection with the sale of shares
in Sponsored REITs.

      FSP Corp. maintains an unsecured line of credit through Citizens Bank. FSP
Corp. has entered into a Master Promissory Note and Loan Agreement which
provides for a revolving line of credit of up to $50 million. Borrowings under
the loan bear interest at either the bank's base rate or a variable LIBOR rate.
FSP Corp. typically uses the unsecured line of credit to provide each
newly-formed Sponsored REIT with the funds to purchase a property. FSP Corp.'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 $140 million and compliance with other various debt and income
ratios. FSP Corp. was in compliance with all covenants as of December 31, 2002.

      FSP Corp.'s real properties generate rental income to cover the ordinary,
annual operating expenses of the properties and to fund distributions to equity
holders. As of December 31, 2002, the rental income covered the expenses for
each of FSP Corp.'s real properties. In addition to rental income, FSP Corp.
maintains cash reserves that may be used to fund extraordinary expenses or major
capital expenses. The cash reserves that were set aside when the Sponsored
Partnerships that the FSP Partnership acquired were originally syndicated are in
excess of the known needs for extraordinary expenses or capital improvements for
the real properties for the next year. There are no external restrictions on
these reserves, and they may be used for any corporate purpose.


                                       96


      Although there is no guarantee FSP Corp. will be able to obtain the funds
necessary for its future growth, FSP Corp. anticipates generating funds from
continuing real estate operations and from fees and commissions from the sale of
shares in newly-formed Sponsored REITs. With adequate reserves in place to cover
extraordinary expenses or capital improvements, FSP Corp. believes that it has
adequate funds for future needs. FSP Corp.'s ability to maintain or increase its
level of distributions to stockholders, however, depends upon the level of
interest on the part of investors in purchasing shares of Sponsored REITs and
the level of rental income from FSP Corp.'s real properties.

Related Party Transactions

      FSP Corp. typically retains a non-controlling common stock ownership
interest in Sponsored REITs that it has organized. These ownership interests
have virtually no economic benefit or risk. At December 31, 2001 and 2000, FSP
Corp. had ownership interests in ten and four Sponsored REITs, respectively. At
December 31, 2002, FSP Corp. had ownership interests in 17 Sponsored REITs but
had only completed the syndication of 16 of these Sponsored REITs. Thirteen of
these 16 Sponsored REITs comprise the Target REITs. During 1999 and 2000, FSP
Corp. acquired 100% of the non-owned interests of certain Sponsored Partnerships
(through a series of mergers) that it had previously organized. Neither FSP
Corp. nor any other related entity has an obligation to acquire the non-owned
interests in any previously syndicated Sponsored REIT. FSP Corp. will be the
sole stockholder of each Target REIT following consummation of the Mergers.

      At the request of FSP Corp., certain officers and directors of FSP Corp.
serve as officers and directors of Sponsored REITs. All of FSP Corp.'s revenue
from investment banking services derives from transactions involving the
Sponsored REITs. The terms of the commissions and fees paid by the Sponsored
REITs to FSP Corp. and the terms of the mortgage loans made by FSP Corp. to the
Sponsored REITs accordingly were not the product of arms-length negotiations.
FSP Corp., however, believes that such terms are no less favorable to FSP Corp.
than it could have obtained from third parties in arms-length negotiations.

      FSP Corp. had an arrangement for Citizens Bank to provide loans to FSP
Corp.'s senior officers for the purpose of paying income taxes on the issuance
to them of shares of FSP Common Stock as compensation. Each borrower secured the
loan by pledging shares of FSP Common Stock having an aggregate fair market
value at the time of the loan of no less than twice the principal amount of the
loan. FSP Corp. initially agreed to purchase from Citizens Bank any such loan on
which the borrower defaults. Following the purchase of the loan, the FSP


                                       97


Partnership would have the same rights as Citizens Bank, including the right to
foreclose on the pledged stock. In order to comply with the Sarbanes-Oxley Act
of 2002, FSP Corp. informed Citizens Bank and its senior officers that it will
no longer guarantee any future loans. As of December 31, 2002, all repurchase
agreements have been terminated and FSP Corp. has no obligation relating to such
loans from Citizens Bank to senior officers. FSP Corp. will not incur any other
expenses or pay any amounts on behalf of its officers in connection with such
loans from Citizens Bank to FSP Corp.'s senior officers.


                                       98


                     DESCRIPTION OF FSP CORP. CAPITAL STOCK

      The following summary description of the capital stock of FSP Corp. is
qualified in its entirety by reference to the Articles of Organization and the
Bylaws of FSP Corp.

General

      The authorized capital stock of FSP Corp. consists of 180,000,000 shares
of Common Stock and 20,000,000 shares of Preferred Stock, $0.0001 par value per
share (the "Preferred Stock"). Upon the consummation of the Mergers,
approximately 49,630,338 shares of FSP Common Stock will be issued and
outstanding, and no shares of Preferred Stock will be issued and outstanding.

FSP Common Stock

      All shares of FSP Common Stock issued in the Mergers will be duly
authorized, fully paid and nonassessable. Subject to the preferential rights of
any shares of Preferred Stock hereinafter designated by the FSP Board, holders
of shares of FSP Common Stock will be entitled to receive dividends on the stock
if, as and when authorized and declared by the FSP Board out of assets legally
available therefor and to share ratably in the assets of FSP Corp. legally
available for distribution to its stockholders in the event of its liquidation,
dissolution or winding-up after payment of, or adequate provision for payment
of, all known debts and liabilities of FSP Corp. FSP Corp. intends to pay
regular quarterly dividends.

      Each outstanding share of FSP Common Stock entitles the holder thereof to
one vote on all matters submitted to a vote of stockholders, including the
election of directors and, except as otherwise required by law or except as
provided with respect to any other class or series of stock, the holders of
shares of FSP Common Stock will possess the exclusive voting power. There is no
cumulative voting in the election of directors, which means that the holders of
a majority of the outstanding shares of FSP Common Stock can elect all of the
directors then standing for election and the holders of the remaining shares
will not be able to elect any directors. Holders of shares of FSP Common Stock
have no conversion, sinking fund or preemptive rights to subscribe for any
securities of FSP Corp.

      Shares of FSP Common Stock will have equal dividend, distribution,
liquidation and other rights and will have no preference or exchange rights.

      Pursuant to the Maryland General Corporation Law (the "MGCL"), a
corporation generally cannot dissolve, amend its charter, merge, sell all or
substantially all of its assets, engage in a share exchange or consolidate
unless approved by the holders of at least two-thirds of the shares of stock
entitled to vote on the matter unless a lesser percentage (but not less than a
majority of all of the votes to be cast on the matter) is set forth in the
corporation's charter. The Articles provide that FSP Corp. may amend the
Articles, merge, sell all or substantially all of its assets, engage in a share
exchange or consolidate, with the approval of the holders of a majority of the
shares of stock entitled to vote on the matter.


                                       99


Preferred Stock

      The FSP Board may authorize from time to time, without further action by
the stockholders, the issuance from time to time of shares of Preferred Stock in
one or more separately designated classes. The FSP Board may set the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms and
conditions of redemption of the shares of each class of Preferred Stock. The FSP
Board could authorize the issuance of shares of Preferred Stock with terms and
conditions which could have the effect of discouraging a takeover or other
transaction in which holders of some, or a majority of, shares of FSP Common
Stock might receive a premium for their shares of FSP Common Stock over the
then-prevailing market price of those shares of FSP Common Stock.

Ownership Limits

      In order for FSP Corp. to maintain its qualification as a real estate
investment trust, among other things, not more than 50% in value of FSP Corp.'s
outstanding shares of FSP Common Stock and Preferred Stock (the "Equity
Securities") may be owned, directly or indirectly, by five or fewer individuals
(as defined in the Code to include certain entities). To ensure this standard,
the Articles of FSP Corp. provide that holders of Equity Securities cannot
beneficially or constructively own (as defined in the Articles) more than 9.8%
of the number of shares or value of the outstanding Equity Securities of FSP
Corp. (the "Ownership Limit") and that no stockholder will be able to transfer
or acquire shares that would result in the outstanding equity shares of FSP
Corp. being beneficially owned by fewer than 100 persons.

      Any transfer of shares of Equity Securities that would (i) cause any
person to beneficially or constructively own shares of Equity Securities in
excess of the Ownership Limit, (ii) result in the shares of Equity Securities
being owned by fewer than 100 persons, (iii) result in the FSP Corp. being
"closely held' within the meaning of section 856(h) of the Code, or (iv)
otherwise cause FSP Corp. to fail to qualify as a real estate investment trust,
shall be null and void, and the intended transferee will acquire no rights to
the shares of Equity Securities.

      The restriction on transferability and ownership described in (i) above
will not apply if the FSP Board, in its sole and absolute discretion, waives the
application of the Ownership Limit to a person subject to such limit, provided
that (A) the FSP Board obtains such representations and undertakings from such
person and any other person as the FSP Board may deem appropriate and (B) such
person agrees in writing that any violation or attempted violation of such
representations or undertakings or any other action which is contrary to the
restrictions imposed by the Articles will result in the treatment, to the extent
necessary to cure such violation or action, of the Equity Shares owned by such
person as Excess Shares (as defined below).

      If any purported transfer of Equity Securities or other event resulting in
an increase in any holder's percentage interest in Equity Securities would cause
a purported transferee or holder to be in violation of the Ownership Limit or
would cause FSP Corp. to be disqualified as a real estate investment trust, then
the purported transferee or holder (the "Prohibited Owner") shall not acquire or
shall cease to own, as the case may be, such number of shares in excess of the
Ownership Limit (the "Excess Shares"). Any Excess Shares will be transferred
automatically to a trust, the beneficiary of which will be one or more qualified
charitable organizations selected


                                       100


by FSP Corp. Such automatic transfer shall be deemed to be effective as of the
close of business on the business day prior to the date of such violative
transfer or event.

      FSP Corp. will appoint the trustee of the trust (who will be unaffiliated
with FSP Corp. and any Prohibited Owner). The trustee will be required to
designate one or more persons who could own such Excess Shares without violating
the Ownership Limit or causing FSP Corp. to be disqualified as a company
("Permitted Transferees") and to use best efforts to sell such Excess Shares to
such Permitted Transferees.

      Excess Shares held in the trust shall be deemed to have been offered for
sale to FSP Corp., or its designee, at a price per share equal to the lesser of
(i) in the case of Excess Shares resulting from a purchase, the price per share
in the transaction that resulted in such purchase or, in the case of Excess
Shares resulting from any event other than a purchase, the market price on the
date of such event or (ii) the market price on the date FSP Corp., or its
designee, accepts such offer. FSP Corp. will have the right to accept such offer
for a period ending upon the sale by the trustee to one or more Permitted
Transferees.

      All certificates representing shares of Equity Securities will bear a
legend referring to the restrictions described above.

      FSP Corp. is required to keep such records as will disclose the actual
ownership of its outstanding shares of Equity Securities. Accordingly, to enable
FSP Corp. to comply with such record keeping requirements, each record and
beneficial owner of Equity Securities will, upon demand, be required to disclose
to FSP Corp. in writing such information as FSP Corp. may request in order to
determine FSP Corp.'s status as a real estate investment trust, to comply with
the requirements of any taxing authority or governmental agency and to ensure
compliance with the Ownership Limit.

      The ownership limitations described above could have the effect of
delaying, deferring or preventing a change of control of FSP Corp. in which
holders of FSP Common Stock might receive a premium for their shares over the
then prevailing market price.

Unregistered Shares

      The shares of FSP Common Stock to be issued as Merger Consideration have
not been registered under the Securities Act, and FSP Corp. has no present plan
to effect such registration. Accordingly, the shares of FSP Common Stock to be
issued as Merger Consideration must be held indefinitely unless they are
subsequently registered under the Securities Act or unless an exemption from
such registration is available pursuant to the rules of the Commission.

Redemption

      The Articles provide that on an annual basis FSP Corp. will use its best
efforts to redeem any shares of FSP Common Stock from holders desiring to sell
them. Any holder wishing to take advantage of this opportunity must so request
no later than July 1 of any year for a redemption that would be effective the
following January 1. The purchase price paid by FSP Corp. will be 90% of the
fair market value of the shares purchased, as determined by the FSP


                                       101


Board in its sole and absolute discretion after consultation with an adviser
selected by the FSP Board.

      FSP Corp. will not redeem any shares of FSP Common Stock pursuant to this
provision if:

            o     FSP Corp. is insolvent or the redemption would render FSP
                  Corp. insolvent;

            o     The redemption would impair the capital or operations of FSP
                  Corp.;

            o     The redemption would contravene any provision of federal or
                  state securities laws;

            o     The redemption would result in FSP Corp.'s failing to qualify
                  as a real estate investment trust; or

            o     The Combined Company's management must determine that the
                  redemption is be in the best interests of FSP Corp.

      If FSP Corp. is unable to purchase any shares of FSP Common Stock offered
for redemption, FSP Corp. will use its best efforts to arrange for a purchase by
a third party or parties, each of whom must be an accredited investor within the
meaning of Regulation D and must have a pre-existing relationship with FSP Corp.
In addition, FSP Corp. will have the right to satisfy its obligation to effect
redemption by arranging for a purchase by such a third party or parties at the
redemption price.

      FSP Corp. has no obligations to redeem shares of FSP Common Stock during
any period that the FSP Common Stock is listed for trading on a national
securities exchange or the NASDAQ National Market System.

Classification of the FSP Board

      The Bylaws provide that the number of directors of FSP Corp. shall be as
set forth in the Articles or as may be established by the FSP Board but may not
be fewer than one. Any vacancy will be filled, at any regular meeting or at any
special meeting called for that purpose, by a majority of the directors then in
office. FSP Stockholders may elect a director to fill a vacancy on the FSP Board
which results from the removal of a director.

      Pursuant to the terms of the Articles, the directors are divided into
three classes. One class holds office for a term expiring at the annual meeting
of stockholders to be held in 2003, another class holds office for a term
expiring at the annual meeting of stockholders to be held in 2004 and another
class holds office for a term expiring at the annual meeting of stockholders to
be held in 2005. As the term of each class expires, directors in that class will
be elected for a term of three years. FSP Corp. believes that classification of
the FSP Board will help to assure the continuity and stability of FSP Corp.'s
business strategies and policies as determined by the FSP Board.


                                       102


      The classified director provision could have the effect of making the
removal of incumbent directors more time-consuming and difficult, which could
discourage a third party from making a tender offer or otherwise attempting to
obtain control of FSP Corp., even though such an attempt might be beneficial to
FSP Corp. and FSP Stockholders. At least two annual meetings of stockholders,
instead of one, will generally be required to effect a change in a majority of
the FSP Board. Thus, the classified board provision could increase the
likelihood that incumbent directors will retain their positions. Further,
holders of shares of FSP Common Stock will have no right to cumulative voting
for the election of directors. Consequently, at each annual meeting of
stockholders, the holders of a majority of shares of FSP Common Stock will be
able to elect all of the successors of the class of directors whose term expires
at that meeting.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      FSP Corp. was not a party to derivative financial instruments at or during
the year ended December 31, 2001. FSP Corp. was not a party to derivative
financial instruments at or during the year ended December 31, 2002.

      FSP Corp. borrows from time to time upon its line of credit. These
borrowings bear interest at a variable rate. As of December 31, 2002, $0 was
outstanding under the line of credit. FSP Corp. uses the funds it draws on its
line of credit only for the purpose of making interim mortgage loans to
Sponsored REITs. These mortgage loans bear interest at the same variable rate
payable by FSP Corp. under its line of credit. Therefore, FSP Corp. believes
that it has mitigated its interest rate risk with respect to its borrowings.


                                       103


           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                            AND FINANCIAL DISCLOSURE

      On October 11, 2001, the FSP Partnership (the predecessor to FSP Corp.)
dismissed BDO Seidman, LLP as its independent certified public accountant. The
reports of BDO Seidman on the FSP Partnership's financial statements for the
fiscal years ended December 31, 2000 and 1999 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the fiscal years ended
December 31, 2000 and 1999 and any subsequent interim period preceding the
dismissal, there were (i) no disagreements with BDO Seidman on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
BDO Seidman, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports and (ii) no reportable events as
defined in Regulation S-K Item 304(a)(1)(iv). The executive officers of the FSP
General Partner, the general partner of the FSP Partnership, approved the change
of accountants.

      The FSP Partnership solicited proposals from various accounting firms and
following review of such proposals engaged PricewaterhouseCoopers LLP to act as
the FSP Partnership's independent certified public accountants effective October
11, 2001. During the fiscal years ended December 31, 2000 and 1999 and any
subsequent interim period preceding the engagement, the FSP Partnership did not
consult PricewaterhouseCoopers regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the FSP Partnership's financial
statements, or any matter that was the subject of a disagreement or a reportable
event.


                                       104


                      BENEFICIAL OWNERSHIP OF VOTING STOCK

      The following table sets forth the beneficial ownership of FSP's Common
Stock as of January 1, 2003 (1) by each director, (2) by each of the executive
officers named in the Summary Compensation Table set forth below (the "Named
Executive Officers") and (3) by all current directors and executive officers as
a group. To FSP Corp.'s knowledge, no person or group beneficially owns more
than five percent of the FSP Common Stock.

                                             Number of Shares    Percentage of
                                               Beneficially       Outstanding
                                                 Owned(1)       Common Stock (2)
                                             ----------------   ----------------

Barry Silverstein(3) .....................    1,148,878.50            4.66%
Dennis J. McGillicuddy(4).................      990,325.75            4.02%
George J. Carter(5).......................      775,239.35            3.15%
Richard R. Norris(6)......................      256,891.63            1.04%
R. Scott MacPhee..........................      372,160.10            1.51%
William W. Gribbell.......................      129,470.35               *
Barbara J. Corinha........................       25,376.72               *
Janet P. Notopoulos.......................       12,282.61               *
All current directors and executive
officers as a group (8 persons)...........    3,710,625.01           15.04%

---------------
*     Less than 1%.

(1)   FSP Corp. does not have any outstanding stock options or other securities
      convertible into FSP Common Stock. Each person has sole investment and
      voting power with respect to the shares indicated as beneficially owned,
      except as otherwise noted. The inclusion herein of shares as beneficially
      owned does not constitute an admission of beneficial ownership.

(2)   Based upon approximately 24,630,247 shares outstanding as of January 1,
      2003.

(3)   Comprised of shares held by Silverstein Investments Limited Partnership
      III, JMB Family Limited Partnership and MSTB Family Limited Partnership.
      Mr. Silverstein is a limited partner of Silverstein Investments Limited
      Partnership III and is the General Partner of JMB Family Limited
      Partnership and MSTB Family Limited Partnership. Mr. Silverstein has power
      to vote all shares held by these partnerships.

(4)   Comprised of shares held by McGillicuddy Investments Limited Partnership
      III and McGillicuddy Family Limited Partnership. Mr. McGillicuddy is a
      limited partner of McGillicuddy Investments Limited Partnership III and is
      the General Partner of McGillicuddy Family Limited Partnership and a
      limited partner through McGillicuddy Investments Limited Partnership III.
      Mr. McGillicuddy has power to vote all shares held by these partnerships.

(5)   Comprised of shares held by Mr. Carter and his spouse, Judith I Carter,
      with whom Mr. Carter shares investment and voting power.


                                       105


(6)   Includes 245,910.13 shares of FSP Common Stock owned by the Richard R.
      Norris Living Trust and 5,318.00 shares of FSP Common Stock owned by the
      Karen C. Norris Living Trust, which Mr. Norris may be deemed to
      beneficially own. Also includes 5,663.50 shares of FSP Common Stock owned
      by Gretchen D. Norris as to which Mr. Norris has power of attorney but as
      to which Mr. Norris disclaims beneficial ownership. Mr. Norris has power
      to vote all shares other than 5,318 shares of FSP Common Stock held by the
      Karen C. Norris Living Trust.


                                      106


                             EXECUTIVE COMPENSATION

Summary Compensation

      The following Summary Compensation Table sets forth certain information
concerning the compensation for each of the last three fiscal years of (1) the
Chief Executive Officer (the "CEO") of FSP Corp. as of December 31, 2002 and (2)
the four most highly compensated executive officers (other than the CEO) whose
total annual salary and bonus exceeded $100,000 and who were serving as
executive officers at the end of 2002 (collectively, the "Named Executive
Officers").



                                                               Annual Compensation(1)
                                                     ------------------------------------------
                                                                                    Other
                                           Fiscal                                  Annual            All Other
Name and Principal Position                 Year     Salary         Bonus       Compensation(2)     Compensation(3)
---------------------------                 ----     ------         -----       ---------------     ---------------

                                                                                     
George J. Carter .......................    2002    $120,000      $255,000(4)             --                --
President and Chief Executive Officer       2001    $120,000      $759,652(6)             --        $  815,585(5)
                                            2000    $120,000      $ 40,746                --        $1,703,770(7)

Richard R. Norris ......................    2002          --            --        $2,062,432        $    7,500(8)
Executive Vice President                    2001          --      $ 21,428        $2,298,737        $  448,436(9)
                                            2000          --      $  5,453        $1,545,750        $  233,190(10)

R. Scott MacPhee .......................    2002          --      $ 13,640        $1,632,250        $  611,100(11)
Executive Vice President                    2001          --      $ 11,023        $2,202,483        $  232,196(12)
                                            2000          --      $  4,329        $  981,338        $  186,360(13)

William W. Gribbell ....................    2002          --            --        $1,331,975        $    7,000(8)
Executive Vice President                    2001          --      $  7,021        $  898,993        $  152,274(14)
                                            2000          --      $  2,176        $  701,358        $   96,680(15)


Barbara J. Corinha .....................    2002    $ 75,000      $285,000(16)            --        $    7,000(8)
Vice President, Chief Operating Officer,    2001    $ 60,000      $287,974(17)            --        $   66,500(18)
Treasurer and Secretary                     2000    $ 60,000      $191,200(19)            --        $   56,000(20)


(1)   Amounts reported represent annual compensation paid to the Named Executive
      Officers by the FSP Partnership, FSP Corp.'s predecessor, for the fiscal
      years 2000 and 2001.

(2)   Consists of brokerage commissions paid by FSP Investments in respect of
      the sale of securities of Sponsored REITs and Sponsored Partnerships.

(3)   The FSP Partnership issued FSP Units to all executive officers in April
      2000 and July 2001, valued at $10 per FSP Unit and $11.50 per FSP Unit,
      respectively, as part of their annual compensation. The valuations of $10
      and $11.50 per FSP Unit were determined in good faith by the FSP General
      Partner, the general partner of the FSP Partnership. The value of $10 had
      been ascribed to each FSP Unit in connection with certain mergers that
      were effective January 1, 2000 in which the FSP Partnership acquired
      several of the limited partnerships whose offerings FSP Investments had
      previously sponsored, and no material changes in the financial condition
      or results of the FSP Partnership had occurred between that date and April
      1, 2000. The value of $11.50 per FSP Unit was determined


                                      107


      by the general partner based on the value ascribed to each FSP Unit in
      connection with certain mergers that were effective October 1, 2000 in
      which the FSP Partnership acquired several of the limited partnerships
      whose offerings FSP Investments had previously sponsored, and no material
      changes in the financial condition or results of the FSP Partnership had
      occurred between that date and July 1, 2001.

(4)   Represents a bonus accrued in 2002 and paid in 2003.

(5)   Includes $800,000 in FSP Units, a $6,500 FSP Partnership contribution to a
      Simple IRA plan and $9,085 of life insurance.

(6)   Includes a bonus of $720,000 accrued in 2001 and paid in 2002.

(7)   Includes $1,697,770 in FSP Units and a $6,000 FSP Partnership contribution
      to a Simple IRA plan.

(8)   Represents a contribution to a Simple IRA plan.

(9)   Includes $423,320 in FSP Units, a $6,500 FSP Partnership contribution to a
      Simple IRA plan and $9,616 of life insurance.

(10)  Includes $227,190 in FSP Units and a $6,000 FSP Partnership contribution
      to a Simple IRA plan.

(11)  Consists of $604,100 in FSP Common Stock and a $7,000 contribution to a
      Simple IRA plan.

(12)  Includes $222,400 in FSP Units, a $6,500 FSP Partnership contribution to a
      Simple IRA plan and $3,296 of life insurance.

(13)  Includes $180,360 in FSP Units and a $6,000 FSP Partnership contribution
      to a Simple IRA plan.

(14)  Includes $145,280 in FSP Units, a $6,500 FSP Partnership contribution to a
      Simple IRA plan and $494 of life insurance.

(15)  Includes $90,680 in FSP Units and a $6,000 FSP Partnership contribution to
      a Simple IRA plan.

(16)  Represents a bonus accrued in 2002 and paid in 2003.

(17)  Represents a bonus accrued in 2001 and paid in 2002.

(18)  Includes $60,000 in FSP Units and a $6,500 FSP Partnership contribution to
      a Simple IRA plan.

(19)  Represents a bonus accrued in 1999 and paid in 2000.


                                      108


(20)  Includes $50,000 in FSP Units and a $6,000 FSP Partnership contribution to
      a Simple IRA plan.

Option Grants, Option Exercises and Holdings

      No options or stock appreciation rights ("SARs") were granted to any of
the Named Executive Officers during 2002. FSP Corp. does not have any
outstanding stock options or SARs, and therefore, there were no stock options or
SARs exercised by any of the Named Executive Officers during 2002.

      In July 2002, FSP Corp. issued 43,998.54 shares of FSP Common Stock to R.
Scott MacPhee, an Executive Vice President of FSP Corp. and an Executive Vice
President of each Target REIT, pursuant to FSP Corp.'s 2002 Stock Incentive
Plan. All other executive officers of FSP Corp., including executive officers
who are also members of the FSP Board, who were also eligible for grants of
stock awards requested that they not be considered for such grants due to the
current economic climate and FSP Corp.'s current challenges in meeting those
challenges for the remainder of fiscal 2002.

Certain Relationships and Related Transactions

      Messrs. Carter, MacPhee, Norris and Gribbell and Mses. Corinha and
Notopoulos, each of whom is an executive officer of FSP Corp., serve, at the
request of FSP Corp., as executive officers and, except for Ms. Notopoulos,
directors of each of the Sponsored REITs. None of such persons receives any
remuneration from the Sponsored REITs for such service.

      FSP Investments, a wholly owned subsidiary of FSP Corp., provides
syndication and real estate acquisition advisory services for the Sponsored
REITs. Fees from Sponsored REITs for property acquisition services amounted to
approximately $3,082,000 and $1,005,000 for the years ended December 31, 2001
and 2002, respectively. Sales commissions earned from the sale of Sponsored REIT
preferred shares amounted to approximately $13,000,000 and $13,720,000 for the
years ended December 31, 2001 and 2002, respectively.

      During 2001 and 2002, FSP Corp. provided interim financing for the
purchase of certain Sponsored REIT properties prior to completion of the
Sponsored REITs' private equity offerings. The Sponsored REITs paid FSP Corp.
financing commitment fees of approximately $9,618,000 and $12,081,000 for the
years ended December 31, 2001 and 2002, respectively. Interest income earned
from the Sponsored REITs amounted to approximately $549,000 and $429,000 for the
years ended December 31, 2001 and 2002, respectively. The interest rate charged
by FSP Corp. to the Sponsored REITs is equal to the interest rate paid by FSP
Corp. to Citizens Bank for borrowings under its line of credit. Therefore, FSP
Corp. does not realize any significant profit from interest on the loans. All
loans to Sponsored REITs were evidenced by promissory notes and were paid in
full upon closing of the applicable Sponsored REIT's private equity offering
during 2001 or 2002. In addition, one loan which was made to a Sponsored REIT
during 2000 and was outstanding at December 31, 2000, was paid in full during
2001. The following table summarizes these interim financing transactions:


                                      109




                                                        Total                                            Amount
                                                      Financing                                       Outstanding
                      Original                        Commitment       Interest                          as of
                     Principal         Average       Fees Earned     Income Earned      Date of       December 31,
Date of Loan       Amount of Note   Interest Rate    by FSP Corp.    by FSP Corp.      Repayment          2002
------------       --------------   -------------    ------------    ------------      ---------      ------------

                                                                                         
12/14/00            $16,500,000         8.93%           $669,500       $56,116          02/01/01           $0
03/02/01            $21,000,000         8.42%           $965,625       $76,758          03/30/01           $0
05/24/01            $42,150,000         6.57%         $1,931,250      $128,362          06/28/01           $0
09/13/01            $16,000,000         6.58%         $1,150,000       $15,665          09/17/01           $0
09/14/01            $39,000,000         6.22%         $2,760,000      $227,227          11/01/01           $0
12/04/01            $30,150,000         5.56%         $2,141,875       $44,806          12/14/01           $0
03/1/02             $20,360,000         4.75%         $1,437,500        $8,059           3/6/02            $0
04/23/02            $17,000,000         4.75%         $1,184,500       $18,371           5/1/02            $0
05/22/02            $32,250,000         4.75%         $2,300,000       $96,960           6/27/02           $0
06/3/02             $22,300,000         4.75%         $1,581,250       $78,123           8/1/02            $0
8/26/02             $26,000,000         4.75%         $1,920,500       $28,886           9/3/02            $0
9/29/02             $51,500,000         4.50%         $3,657,000      $240,445          12/23/02           $0


      Total asset management fee income from the Sponsored REITs amounted to
approximately $150,000 and $315,000 for the years ended December 31, 2001 and
2002, respectively. Asset management fees are approximately 1% of collected
rents for both periods.

      Aggregate fees charged to the Sponsored REITs amounted to approximately
$26,399,000 and $27,235,000 for the years ended December 31, 2001 and 2002,
respectively.

      FSP Corp. had arranged for Citizens Bank to provide a line of credit for
FSP Corp.'s senior officers in the maximum aggregate amount of $3,000,000. The
borrowings under this line of credit were for the purpose of paying income taxes
on equity interests in FSP Corp. issued to such senior officers as compensation.
Each borrower secured the loan by pledging shares of FSP's Common Stock having
an aggregate fair market value at the time of the loan of no less than twice the
principal amount of the loan. FSP Corp. initially agreed to purchase from
Citizens Bank any loan on which the borrower defaults. Following the purchase of
the loan, FSP Corp. would have the same rights as Citizens Bank, including the
right to foreclose on the pledged stock or to recover the outstanding amount of
the loan from the officer/borrower. In order to comply with the Sarbanes-Oxley
Act of 2002, FSP Corp. informed Citizens Bank and its senior officers that it
will no longer guarantee any future loans. As of December 31, 2002, all
repurchase agreements have been terminated and FSP Corp. has no obligation
relating to such loans from Citizens Bank to senior officers. FSP Corp. will not
incur any other expenses or pay any amounts on behalf of its officers in
connection with such loans from Citizens Bank to FSP Corp.'s senior officers.

      Mr. Carter's son, Jeffrey B. Carter, is Director of Acquisitions for FSP
Investments. During 2001, he received total compensation (including salary, cash
bonus and contribution to a Simple IRA plan) of $181,200. For the year ended
December 31, 2002, he received total compensation of $226,000 (including salary,
cash bonus and contribution to a Simple IRA plan).


                                      110


      Mr. Norris's son, Adam R. Norris, is a sales assistant for FSP
Investments. During 2001, he received total compensation (including salary,
sales commission, cash bonus and contribution to a Simple IRA plan) of $187,551.
For the year ended December 31, 2002, he received total compensation of $287,560
(including salary, sales commission, cash bonus and contribution to a Simple IRA
plan).

Employment Agreements

      FSP Corp. is not a party to any employment agreement with any of the Named
Executive Officers.

Compensation of Directors

      None of FSP Corp.'s directors receives compensation for his or her
services as a director. FSP Corp. reimburses Messrs. McGillicuddy and
Silverstein for expenses incurred by them in connection with attendance at Board
meetings.


                                      111


                        DIRECTORS AND EXECUTIVE OFFICERS

      The following table sets forth the names, ages and positions of all
Directors and Executive Officers of FSP Corp. as of February 15, 2003.



           Name                                Age                          Position
           ----                                ---                          --------

                                                  
George J. Carter (5)                           54       President, Chief Executive Officer and Director
                                                        Vice President, Chief Operating Officer, Treasurer, Secretary
Barbara J. Corinha  (1), (2), (4), (6)         47       and Director
R. Scott MacPhee                               45       Executive Vice President
Richard R. Norris (5)                          59       Executive Vice President and Director
William W. Gribbell                            43       Executive Vice President
Janet Prier Notopoulos (1), (3)                55       Vice President and Director
Barry Silverstein (2), (4)                     69       Director
Dennis J. McGillicuddy (2), (3)                61       Director


----------
(1)   Member of the Audit Committee
(2)   Member of the Compensation Committee
(3)   Class I Director
(4)   Class II Director
(5)   Class III Director
(6)   Ms. Corinha is responsible for FSP Corp.'s accounting and financial
      reporting functions.

      George J. Carter, age 54, is President, Chief Executive Officer and a
Director of FSP Corp. and is responsible for all aspects of the business of FSP
Corp. and its affiliates, with special emphasis on the evaluation, acquisition
and structuring of real estate investments. Prior to the Conversion, he was
President of the General Partner and was responsible for all aspects of the
business of the FSP Partnership and its affiliates. 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 47, is the Vice President, Chief Operating
Officer, Treasurer, Secretary and a Director of FSP Corp. In addition, Ms.
Corinha has as her primary responsibility, together with Mr. Carter, the
management of all operating business affairs of FSP


                                      112


Corp. and its affiliates. Ms. Corinha is also responsible for FSP Corp.'s
accounting and financial reporting functions. Prior to the Conversion, Ms.
Corinha was the Vice President, Chief Operating Officer, Treasurer and Secretary
of the General Partner. 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.

      R. Scott MacPhee, age 45, is an Executive Vice President of FSP Corp. and
has as his primary responsibility the direct equity placement of the Sponsored
Entities. Prior to the Conversion, Mr. MacPhee was an Executive Vice President
of the General Partner. 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.

      Richard R. Norris, age 59, is an Executive Vice President and a Director
of FSP Corp. and has as his primary responsibility the direct equity placement
of the Sponsored Entities. Prior to the Conversion, Mr. Norris was an Executive
Vice President of the General Partner. 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.

      William W. Gribbell, age 43, is an Executive Vice President of FSP Corp.
and has as his primary responsibility the direct equity placement of the
Sponsored Entities. Prior to the Conversion, Mr. Gribbell was an Executive Vice
President of the General Partner. 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.

      Janet Prier Notopoulos, age 55, is a Vice President and a Director of FSP
Corp. and President of FSP Property Management LLC and has as her primary
responsibility the oversight of the management of the real estate assets of FSP
Corp. and its affiliates. Prior to the Conversion, Ms. Notopoulos was a Vice
President of the General Partner. 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).


                                      113


         Barry Silverstein, age 69, is a Director and a member of the
Compensation Committee. Mr. Silverstein took his law degree from Yale University
in 1957 and subsequently held positions as attorney/officer/director of various
privately-held manufacturing companies in Chicago, Illinois. After selling those
interests in 1964, he moved to Florida to manage his own portfolio and to teach
at the University of Florida Law School. In 1968, Mr. Silverstein became the
principal founder and shareholder in Coaxial Communications, a cable television
company. Initially operating in small, rural communities in the southeast,
Coaxial expanded its operations to Columbus, Ohio, the suburbs of Cincinnati,
Ohio, and St. Paul, Minnesota, as well as smaller systems in West Virginia,
Kentucky and Illinois. In 1998 and 1999, Coaxial sold its cable systems, and Mr.
Silverstein retired from the cable television business.

      Dennis McGillicuddy, age 61, is a Director and the Chairman of the
Compensation Committee. Mr. McGillicuddy graduated from the University of
Florida with a B.A. degree and in 1966 he graduated from the University of
Florida Law School with a J.D. degree. In 1968, Mr. McGillicuddy joined Barry
Silverstein in founding Coaxial Communications, a cable television company.
Initially operating in small, rural communities in the southeast, Coaxial
expanded its operations to Columbus, Ohio, the suburbs of Cincinnati, Ohio, and
St. Paul, Minnesota, as well as smaller systems in West Virginia, Kentucky and
Illinois. In 1998 and 1999, Coaxial sold its cable systems, and Mr. McGillicuddy
retired from the cable television business. Mr. McGillicuddy has served on the
boards of various charitable organizations. He is currently president of the
Board of Trustees of Florida Studio Theater, a professional non-profit theater
organization. Also, Mr. McGillicuddy is an officer and board member of The
Florida Winefest and Auction Inc., a Sarasota-based charity, which provides
funding for programs of local charities that deal with disadvantaged children
and their families.

      Each of the above executive officers has been a full-time employee of FSP
Corp. or its predecessor for the past five fiscal years.

      There are no family relationships among any of the executive officers and
directors.

                         NO DISSENTERS' APPRAISAL RIGHTS

         FSP Stockholders who object to the Mergers will have no dissenters'
appraisal rights under state law.


                                      114


                   BUSINESS AND PROPERTIES OF THE TARGET REITS

      Each Target REIT was formed for the purpose of acquiring, developing and
operating its property. The principal investment objectives of the Target REITs
are to provide their Target REIT Stockholders with regular quarterly cash
distributions; to obtain long-term appreciation in the value of their property;
and to preserve and protect their Target REIT Stockholders' capital. The Target
REITs share executive offices with FSP Corp. Each Target Board believes the
property owned by its related Target REIT is adequately covered by insurance.

      There is no established public trading market for the preferred stock of
any of the Target REITs.

      The following table indicates the number of holders of record of preferred
stock in each of the Target REITs as of December 31, 2002, based upon the number
of record holders reflected in the corporate records of FSP Corp.

      Target REIT                           Number of Record Holders
      -----------                           ------------------------

      Forest Park                                   104
      The Gael                                      182
      Goldentop                                     155
      Centennial                                    142
      Meadow Point                                  138
      Timberlake                                    349
      Federal Way                                   190
      Fair Lakes                                    269
      Northwest Point                               232
      Timberlake East                               248
      Merrywood                                     193
      Plaza Ridge I                                 341
      Park Ten                                      191

      Set forth below are the distributions per share of preferred stock that
each Target REIT has made in each quarter since the quarter ended March 31, 2001
or since such Target REIT was syndicated, if such syndication occurred after
March 31, 2001.



                                           Dividends Distributed per Share of Preferred Stock (in $)
 Target REIT                                                     Quarter Ended
 -----------                                                     -------------
                   3/31/01     6/30/01      9/30/01     12/31/01    3/31/02      6/30/02     9/30/02     12/31/02     3/31/03
                   -------     -------      -------     --------    -------      -------     -------     --------     -------
                                                                                          
Forest Park       $1,488.00   $2,064.00    $1,972.00   $1,981.00   $1,838.00    $1,857.00   $2,001.12    $1,866.00   $1,720.00
The Gael           1,752.53    1,742.00     1,804.00    1,883.00    1,880.00     1,916.00    1,836.00     1,740.00    1,674.00
Goldentop          2,017.79    2,082.00     2,023.00    2,067.00    2,075.00     2,034.00    2,019.00     2,146.00    2,145.00
Centennial           788.11    2,083.00     2,091.00    2,086.00    2,081.00     2,095.00    2,162.00     2,177.00    2,137.00
Meadow Point                                1,962.00    1,962.00    1,985.00     2,029.00    2,036.00     2,027.00    2,184.00
Timberlake                                    395.74    1,958.27    1,975.33     1,950.43    1,912.57     2,021.15    2,183.52
Federal Way                                               307.71    2,025.00     2,026.00    2,016.00     2,035.00    2,059.00
Fair Lakes                                                          1,740.63     2,080.00    1,986.00     2,019.00    1,990.00
Northwest Point                                                       284.05     1,999.00    1,985.00     1,998.00    1,921.00
Timberlake East                                                                    450.42    2,081.00     1,991.00    1,999.00
Merrywood                                                                                    1,155.54     1,929.00    1,569.00
Plaza Ridge I                                                                                  281.28     2,055.00    2,179.00
Park Ten                                                                                                  1,336.00    2,047.00



                                      115


      Each Target REIT expects to declare in the first quarter of 2003 and pay
to its Target REIT Stockholders thereafter a dividend with respect to its first
quarter 2003 operations. Pursuant to the Merger Agreement, such dividends will
be paid in an amount consistent with past practice and custom of the relevant
Target REIT. The cash paid out in these dividends will reduce the amount of cash
held by each Target REIT and acquired by FSP Corp. upon consummation of the
Mergers. Because the Target REITs have not yet declared these cash dividends,
FSP Corp. cannot estimate the aggregate amount of such dividends. As the Target
REITs will cease to exist upon consummation of the Mergers, FSP does not expect
that they will continue to pay quarterly dividends after such consummation.

      The following table sets forth the average percentage of leased space and
average rent per square foot for each property owned by the Target REITs for the
years ended December 31, 1999, 2000, 2001 and 2002 (to the extent applicable).

                                                         Weighted Annual Average
                                                            Rent/Net Rentable
      Target REIT        Percentage of Leased Space            Square Foot
      -----------        --------------------------            -----------

      Forest Park

--------------------------------------------------------------------------------
December 31, 1999                     65.3%                       $6.19
December 31, 2000                     88.1%                      $10.78
December 31, 2001                     88.1%                      $13.90
December 31, 2002                     87.1%                      $14.14
--------------------------------------------------------------------------------

      The Gael

--------------------------------------------------------------------------------
December 31, 2000                     97.6%                       $0.00
December 31, 2001                     98.6%                      $13.78
December 31, 2002                     98.1%                      $14.15
--------------------------------------------------------------------------------

      Goldentop

--------------------------------------------------------------------------------
December 31, 2000                    100%                        $17.13
December 31, 2001                    100%                        $17.25
December 31, 2002                    100%                        $17.05
--------------------------------------------------------------------------------

      Centennial

--------------------------------------------------------------------------------
December 31, 2000                    100%                        $14.37
December 31, 2001                    100%                        $16.41
December 31, 2002                    100%                        $16.54
--------------------------------------------------------------------------------

      Meadow Point

--------------------------------------------------------------------------------
December 31, 2001                    100%                        $25.84
December 31, 2002                    100%                        $26.82
--------------------------------------------------------------------------------


                                      116


                                                         Weighted Annual Average
                                                            Rent/Net Rentable
      Target REIT        Percentage of Leased Space            Square Foot
      -----------        --------------------------            -----------

      Timberlake

--------------------------------------------------------------------------------
December 31, 2001                    100%                        $25.72
December 31, 2002                    100%                        $26.35
--------------------------------------------------------------------------------

      Federal Way

--------------------------------------------------------------------------------
December 31, 2001                    100%                        $14.65
December 31, 2002                    100%                        $15.10
--------------------------------------------------------------------------------

      Fair Lakes

--------------------------------------------------------------------------------
December 31, 2001                    100%                        $29.88
December 31, 2002                    100%                        $30.85
--------------------------------------------------------------------------------

      Northwest Point

--------------------------------------------------------------------------------
December 31, 2001                    100%                        $26.86
December 31, 2002                    100%                        $28.99
--------------------------------------------------------------------------------

      Timberlake East

--------------------------------------------------------------------------------
December 31, 2002                     92.2%                      $22.78
--------------------------------------------------------------------------------

      Merrywood

--------------------------------------------------------------------------------
December 31, 2002                     95.6%                      $11.34
--------------------------------------------------------------------------------

      Plaza Ridge I

--------------------------------------------------------------------------------
December 31, 2002                    100%                        $34.58
--------------------------------------------------------------------------------

      Park Ten

--------------------------------------------------------------------------------
December 31, 2002                    100%                        $24.05
--------------------------------------------------------------------------------


                                      117


      The following table sets forth for each property owned by the Target REITs
(other than The Gael and Merrywood, which own apartment complexes), the number
of tenants leasing 10% or more of the rentable square feet, the nature of the
business of such tenant and the principal businesses, occupations and
professions carried on in the property:

--------------------------------------------------------------------------------
                 Number of
              Tenants Leasing                           Principal Businesses
              10% or More of   Nature of Tenants'         Carried on in the
Target REIT        Space           Business                   Property
--------------------------------------------------------------------------------
Forest Park           Two    Humanitarian organization  Fundraising and
                                                        disaster relief
                                                        efforts, though no
                                                        logistic efforts are
                                                        performed on the
                                                        property
--------------------------------------------------------------------------------
                             Wireless telephone         General office and
                             service provider           sales use
--------------------------------------------------------------------------------
Goldentop             One    Defense contractor         Research and development
--------------------------------------------------------------------------------
Centennial            Two    Provider of computing      Accounting and
                             and imaging solutions      financial administration
                             for business and home
--------------------------------------------------------------------------------
                             Hearing aid                Hearing aid
                             manufacturing and          manufacturing
                             related services
--------------------------------------------------------------------------------
Meadow Point          One    Information technology     Information technology
                             product and services       consulting services on
                             provider                   a contract basis
--------------------------------------------------------------------------------
Timberlake            Two    Reinsurance                General administration
                                                        of reinsurance business
--------------------------------------------------------------------------------
                             Provider of software       Providing consulting
                             products and services to   and information
                             communications companies   technology services to
                                                        communications
                                                        companies and general
                                                        office administration
--------------------------------------------------------------------------------
Federal Way           One    Forest products            Forest products
--------------------------------------------------------------------------------
Fair Lakes            One    Consulting  services       Professional services
--------------------------------------------------------------------------------


                                      118


--------------------------------------------------------------------------------
                 Number of
              Tenants Leasing                           Principal Businesses
              10% or More of   Nature of Tenants'         Carried on in the
Target REIT        Space           Business                   Property
--------------------------------------------------------------------------------
Northwest Point       One    Communications and         Research, development
                             electronics                and manufacture of
                                                        electronics for
                                                        automobile system
                                                        suppliers
--------------------------------------------------------------------------------
Timberlake East       Four   Provider of computer       Consulting, sales and
                             software and consulting    administration
--------------------------------------------------------------------------------
                             Provider of application    Research and
                             management solutions       development of
                                                        applications software
                                                        and general office
                                                        administration
--------------------------------------------------------------------------------
                             Reinsurance                General office and
                                                        sales use for
                                                        reinsurance business
--------------------------------------------------------------------------------
                             Securities broker          Retail securities
                                                        brokerage and financial
                                                        consulting
--------------------------------------------------------------------------------
Plaza Ridge I         Two    Project management and     Research, development
                             systems engineering        and sales of
                                                        information systems and
                                                        contract administration
--------------------------------------------------------------------------------
                             Engineering and            Engineering consulting
                             information systems        firm
--------------------------------------------------------------------------------
Park Ten              Two    Oil and gas design and     Design, development and
                             project management; home   management of offshore
                             construction               oil structures, on
                                                        shore production
                                                        facilities and pipelines
--------------------------------------------------------------------------------
                             Home construction          Development of
                                                        affordable luxury
                                                        housing
--------------------------------------------------------------------------------

      The following table sets forth, for each tenant leasing 10% or more of the
space in the properties owned by the Target REITs, the principal provisions of
their leases (other than The Gael and Merrywood, which own apartment complexes):


                                      119




                                                       Current Base Rent
                                                       Per Annum and
                                                       Percentage of
Target REIT      Tenant                                Square Feet Leased      Expiration Date       Renewal Options
-----------      ------                                ------------------      ---------------       ---------------

                                                                                         
Forest Park      American Red Cross                    $630,479                February 28, 2009     Three 5-year options to renew
                                                       65%                                           at fair market rent
------------------------------------------------------------------------------------------------------------------------------------
                 CELLCO, DBA Verizon                   $150,371                February 28, 2009     One 5-year option to extend
                                                       23%
------------------------------------------------------------------------------------------------------------------------------------
Goldentop        Northrop Grumman                      $2,057,052              June 30, 2007         Three 5-year options to renew
                                                       100%                                          at 95% of fair market rent
------------------------------------------------------------------------------------------------------------------------------------
Centennial       Hewlett-Packard                       $1,121,706              February 28, 2010     Three 3-year options to renew
                                                       82%
------------------------------------------------------------------------------------------------------------------------------------
                 Starkey Laboratories, Inc.            $172,463                June 30, 2004         One 5-year option to renew
                                                       18%
------------------------------------------------------------------------------------------------------------------------------------
Meadow Point     CACI, Inc. -- Federal                 $3,255,977              November 30, 2009     Two 5-year options to renew at
                                                       100%                                          95% of fair market rent
------------------------------------------------------------------------------------------------------------------------------------
Timberlake       Reinsurance Group of America, Inc.    $2,144,533              August 31, 2009       Two 5-year options to renew,
                                                       50%                                           right of first offer to
                                                                                                     purchase building
------------------------------------------------------------------------------------------------------------------------------------
                 AMDOCS, Inc.                          $3,011,982              May 31, 2006          Two 5-year options to renew
                                                       48%
------------------------------------------------------------------------------------------------------------------------------------
Federal Way      Weyerhaeuser Company                  $1,682,207              September 13, 2006    Two 5-year options to renew
                                                       100%
------------------------------------------------------------------------------------------------------------------------------------



                                      120




                                                       Current Base Rent
                                                       Per Annum and
                                                       Percentage of
Target REIT      Tenant                                Square Feet Leased      Expiration Date       Renewal Options
-----------      ------                                ------------------      ---------------       ---------------

                                                                                         
Fair Lakes       International Business Machines       $3,876,743              December 31, 2009     Two 5-year options to renew
                 Corporation                           100%
------------------------------------------------------------------------------------------------------------------------------------
Northwest Point  Motorola                              $2,955,130              March 31, 2010        Two options to extend the term
                                                       100%                                          for either three or five years
------------------------------------------------------------------------------------------------------------------------------------
Timberlake East  Computer Associates                   $619,245                May 31, 2005          Two 3-year options to renew at
                 International, Inc.                   21%                                           95% of fair market value
------------------------------------------------------------------------------------------------------------------------------------
                 Quest Software, Inc.                  $628,144                October 31, 2006      One 5-year option to renew
                                                       21%
------------------------------------------------------------------------------------------------------------------------------------
                 Reinsurance Group of America, Inc.    $375,599                August 31, 2009       Two 5-year options to renew
                                                       17%
------------------------------------------------------------------------------------------------------------------------------------
                 Prudential Securities Incorporated    $361,107                December 31, 2010     One 5-year options to renew at
                                                       12%                                           95% of fair market value
------------------------------------------------------------------------------------------------------------------------------------
Plaza Ridge I    Scitor Corporation                    $2,943,120              June 30, 2012         Two 5-year options to renew
                                                       69%
------------------------------------------------------------------------------------------------------------------------------------
                 Juniper Networks, Inc.                $1,740,494              April 13, 2009        One 5-year options to renew
                                                       31%
------------------------------------------------------------------------------------------------------------------------------------
Park Ten         Mustang Engineering, L.P.             $2,791,777              February 28, 2007     Two 5-year options to renew
                                                       82%
------------------------------------------------------------------------------------------------------------------------------------
                 TMI, Inc. aka Trendmaker Homes        $430,559                April 30, 2010        Two 5-year options to renew at
                                                       13%                                           95% of fair market value
------------------------------------------------------------------------------------------------------------------------------------



                                      121


         The following table sets forth for each property owned by the Target
REITs (other than The Gael and Merrywood, which own apartment complexes) a
schedule of lease expirations for each of the ten years beginning with 2003:



--------------------------------------------------------------------------------------------
                                                                                Percentage
                       Number of Lease     Total Square      Total Annual        of Annual
Target REIT              Expirations            Feet        Contract Rent       Gross Rent
--------------------------------------------------------------------------------------------

                                                                    
Forest Park
--------------------------------------------------------------------------------------------
          2003
--------------------------------------------------------------------------------------------
          2004
--------------------------------------------------------------------------------------------
          2005               One               13,975      $     150,371            19%
--------------------------------------------------------------------------------------------
          2006
--------------------------------------------------------------------------------------------
          2007
--------------------------------------------------------------------------------------------
          2008
--------------------------------------------------------------------------------------------
          2009               One               40,005      $     630,479            81%
--------------------------------------------------------------------------------------------
          2010
--------------------------------------------------------------------------------------------
          2011
--------------------------------------------------------------------------------------------
          2012
--------------------------------------------------------------------------------------------

       Goldentop
--------------------------------------------------------------------------------------------
          2003
          2004
          2005
          2006
          2007               One              141,405      $   2,057,052           100%
          2008
          2009
          2010
          2011
          2012
--------------------------------------------------------------------------------------------

       Centennial
--------------------------------------------------------------------------------------------
          2003
          2004               Two               19,860      $     265,523            19%
          2005
          2006
          2007
          2008
          2009
          2010               One               90,900      $   1,121,706            81%
          2011
          2012
--------------------------------------------------------------------------------------------



                                      122




--------------------------------------------------------------------------------------------
                                                                                Percentage
                       Number of Lease     Total Square      Total Annual        of Annual
Target REIT              Expirations            Feet        Contract Rent       Gross Rent
--------------------------------------------------------------------------------------------

                                                                    
Meadow Point
--------------------------------------------------------------------------------------------
          2003
          2004
          2005
          2006
          2007
          2008               One              132,897      $   3,255,977            99%
          2009
          2010               One                1,953      $      30,779             1%
          2011
          2012
--------------------------------------------------------------------------------------------

Timberlake
--------------------------------------------------------------------------------------------
          2003
          2004               Two                4,102      $     110,918             2%
          2005
          2006               One              112,259      $   3,011,982            57%
          2007
          2008
          2009               One              116,361      $   2,144,533            41%
          2010
          2011
          2012
--------------------------------------------------------------------------------------------

Federal Way
--------------------------------------------------------------------------------------------
          2003
          2004
          2005
          2006               One              117,227      $   1,682,207           100%
          2007
          2008
          2009
          2010
          2011
          2012
--------------------------------------------------------------------------------------------



                                      123




--------------------------------------------------------------------------------------------
                                                                                Percentage
                       Number of Lease     Total Square      Total Annual        of Annual
Target REIT              Expirations            Feet        Contract Rent       Gross Rent
--------------------------------------------------------------------------------------------

                                                                    
Fair Lakes
--------------------------------------------------------------------------------------------
          2003
          2004
          2005
          2006
          2007
          2008
          2009               One              210,613      $   3,876,743           100%
          2010
          2011
          2012
--------------------------------------------------------------------------------------------

Northwest Point
--------------------------------------------------------------------------------------------
          2003
          2004
          2005
          2006
          2007
          2008
          2009
          2010               One              176,848      $   2,955,130           100%
          2011
          2012
--------------------------------------------------------------------------------------------

Timberlake East
--------------------------------------------------------------------------------------------
          2003
          2004
          2005             Three               39,222      $     987,249            39%
          2006               One               24,877      $     628,144            25%
          2007               One                4,182      $     193,346             8%
          2008
          2009               One               20,107      $     375,599            15%
          2010               One               14,381      $     361,107            14%
          2011
          2012
--------------------------------------------------------------------------------------------



                                      124




--------------------------------------------------------------------------------------------
                                                                                Percentage
                       Number of Lease     Total Square      Total Annual        of Annual
Target REIT              Expirations            Feet        Contract Rent       Gross Rent
--------------------------------------------------------------------------------------------

                                                                    
Plaza Ridge I
--------------------------------------------------------------------------------------------
          2003
          2004
          2005
          2006
          2007
          2008
          2009               One               48,280      $   1,740,494            37%
          2010
          2011
          2012               One              109,736      $   2,943,120            63%

Park Ten
          2003
--------------------------------------------------------------------------------------------
          2004
--------------------------------------------------------------------------------------------
          2005               Two                6,807      $     151,307             4%
--------------------------------------------------------------------------------------------
          2006               One               26,885      $     588,513            17%
--------------------------------------------------------------------------------------------
          2007               One              100,625      $   2,202,681            66%
--------------------------------------------------------------------------------------------
          2008
--------------------------------------------------------------------------------------------
          2009
--------------------------------------------------------------------------------------------
          2010               One               20,026      $     430,559            13%
--------------------------------------------------------------------------------------------
          2011
--------------------------------------------------------------------------------------------
          2012
--------------------------------------------------------------------------------------------


      Both apartment properties held by the Gael and Merrywood are located
within the greater Houston market, and are exposed to the general economic
conditions in that submarket, such as the negative effects of the Enron and
Arthur Andersen investigations or the positive effects of increases in oil
prices, as well as the construction of new competition in the submarket.


                                      125


                 SELECTED FINANCIAL INFORMATION FOR TARGET REITS

      The following selected financial information is derived from the
historical financial statements of the individual Target REITs. This information
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 134 to 143 of this Proxy
Statement and with the Target REITs financial statements and related notes
thereto included elsewhere in this Proxy Statement.

      COMBINED

                                               Year Ended December 31,
                                   ---------------------------------------------
                                    2002      2001      2000      1999     1998
                                   ------    ------    ------    ------   ------

                                      (In thousands, except per share amounts)
Operating Data:
Total Revenues.................  $ 40,818   $ 17,094   $ 2,893    $ 344    N/A
Net Income (loss)..............    14,550        (41)     (927)     169    N/A
Basic and diluted net income
(loss) per share...............       N/M        N/M      N/M       N/M    N/A
Dividends per share............       N/M        N/M      N/M       N/M    N/A

   N/M - Not meaningful
                                              As of December 31,
                                   -------------------------------------------
                                    2002      2001     2000     1999     1998
                                   ------    ------   ------   ------   ------
Balance Sheet Data
(at period end):
Total assets...................    $320,255  $241,972  $61,623   7,241   N/A
Total liabilities..............      11,515     6,562    1,949      63   N/A
Total stockholder's equity.....     308,740   235,410   59,674   7,718   N/A


                                      126


      FOREST PARK

                                           Year Ended December 31,
                                  ----------------------------------------
                                   2002    2001    2000     1999     1998
                                  ------  ------  ------   ------   ------

                                  (In thousands, except per share amounts)
Operating Data:
Total Revenues.................  $  880   $  885   $ 729  $  344      N/A
Net Income (loss)..............     487      508     394     169      N/A
Basic and diluted net income
(loss) per share...............   6,244    6,513   5,051   2,168      N/A
Dividends per share............   7,444    7,855   5,834   2,783      N/A

                                              As of December 31,
                                  ----------------------------------------
                                   2002     2001     2000    1999    1998
                                  ------   ------   ------  ------  ------
Balance Sheet Data
(at period end):
Total assets...................  $ 7,113  $ 7,079  $ 7,207   7,241    N/A
Total liabilities..............      306      178      201      63    N/A
Total stockholder's equity.....    6,807    6,901    7,006   7,718    N/A

      THE GAEL

                                            Year Ended December 31,
                                   -----------------------------------------
                                    2002    2001     2000     1999     1998
                                   ------  ------   ------   ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................    $2,651  $2,628  $1,061     N/A      N/A
Net Income (loss)..............       977   1,006    (460)    N/A      N/A
Basic and diluted net income
(loss) per share...............     4,598   4,734  (2,165)    N/A      N/A
Dividends per share............     7,166   7,309   2,488     N/A      N/A

                                               As of December 31,
                                   -----------------------------------------
                                    2002     2001     2000     1999    1998
                                   ------   ------   ------   ------  ------
Balance Sheet Data
(at period end):
Total assets...................    $17,854  $18,421  $19,400     N/A     N/A
Total liabilities..............        502      523      955     N/A     N/A
Total stockholder's equity.....     17,352   17,898   18,445     N/A     N/A


                                      127


      CENTENNIAL

                                     2002    2001     2000    1999     1998
                                    ------  ------   ------  ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................    $1,848  $1,854  $   419     N/A      N/A
Net Income (loss)..............     1,129   1,168     (478)    N/A      N/A
Basic and diluted net income
(loss) per share...............     7,146   7,392   (3,025)    N/A      N/A
Dividends per share............     8,571   8,341      788     N/A      N/A

                                               As of December 31,
                                   -----------------------------------------
                                    2002     2001     2000     1999    1998
                                   ------   ------   ------   ------  ------
Balance Sheet Data
(at period end):
Total assets...................    $13,985  $14,222  $14,083     N/A     N/A
Total liabilities..............        503      515      226     N/A     N/A
Total stockholder's equity.....     13,482   13,707   13,857     N/A     N/A

      GOLDENTOP

                                            Year Ended December 31,
                                  ------------------------------------------
                                   2002     2001     2000      1999    1998
                                  ------   ------   ------    ------  ------

Operating Data:
Total Revenues.................  $2,437   $2,493   $   685      N/A     N/A
Net Income (loss)..............   1,627    1,711      (382)     N/A     N/A
Basic and diluted net
income (loss) per share........   7,028    7,391    (1,650)     N/A     N/A
Dividends per share............   8,344    8,247     2,046      N/A     N/A

                                              As of December 31,
                                  ------------------------------------------
                                   2002      2001     2000     1999    1998
                                  ------    ------   ------   ------  ------
Balance Sheet Data
(at period end):
Total assets...................  $20,393    $20,701  $20,933   N/A     N/A
Total liabilities..............      522        525      568   N/A     N/A
Total stockholder's equity.....   19,871     20,176   20,366   N/A     N/A


                                      128


      MEADOW POINT

                                           Year Ended December 31,
                                  -----------------------------------------
                                   2002    2001     2000     1999     1998
                                  ------  ------   ------   ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................   $3,647  $2,825    N/A      N/A      N/A
Net Income (loss)..............    1,946     418    N/A      N/A      N/A
Basic and diluted net income
(loss) per share...............    7,557   1,625    N/A      N/A      N/A
Dividends per share............    8,276   5,909    N/A      N/A      N/A

                                              As of December 31,
                                   ----------------------------------------
                                    2002     2001     2000    1999    1998
                                   ------   ------   ------  ------  ------
Balance Sheet Data
(at period end):
Total assets...................   $23,339   $23,417    N/A     N/A    N/A
Total liabilities..............     1,016       909    N/A     N/A    N/A
Total stockholder's equity.....    22,323    22,508    N/A     N/A    N/A

      TIMBERLAKE

                                               Year Ended December 31,
                                   ----------------------------------------
                                    2002     2001     2000    1999    1998
                                   ------   ------   ------  ------  ------
Operating Data:
Total Revenues.................   $ 6,198  $ 3,686     N/A    N/A     N/A
Net Income (loss)..............     3,450      (51)    N/A    N/A     N/A
Basic and diluted net
income (loss) per share........     6,699      (99)    N/A    N/A     N/A
Dividends per share............     8,099    4,346     N/A    N/A     N/A

                                                As of December 31,
                                   ----------------------------------------
                                    2002     2001     2000    1999    1998
                                   ------   ------   ------  ------  ------
Balance Sheet Data
(at period end):
Total assets...................   $ 45,382  $45,983     N/A     N/A    N/A
Total liabilities..............      1,229    1,109     N/A     N/A    N/A
Total stockholder's equity.....     44,153   44,874     N/A     N/A    N/A


                                      129


      FAIR LAKES

                                              Year Ended December 31,
                                   -------------------------------------------
                                    2002      2001      2000     1999    1998
                                   ------    ------    ------   ------  ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................   $ 6,562   $ 1,845      N/A      N/A     N/A
Net Income (loss)..............     3,378    (2,001)     N/A      N/A     N/A
Basic and diluted net income
(loss) per share...............     7,038    (4,170)     N/A      N/A     N/A
Dividends per share............     8,075     1,924      N/A      N/A     N/A

                                             As of December 31,
                                   ------------------------------------------
                                    2002     2001     2000     1999     1998
                                   ------   ------   ------   ------   ------
Balance Sheet Data
(at period end):
Total assets...................   $41,804  $42,306    N/A       N/A      N/A
Total liabilities..............     1,205    1,209    N/A       N/A      N/A
Total stockholder's equity.....    40,599   41,097    N/A       N/A      N/A

      FEDERAL WAY

                                   2002      2001      2000     1999     1998
                                  ------    ------    ------   ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................   $1,835   $   536      N/A      N/A      N/A
Net Income (loss)..............    1,311      (791)     N/A      N/A      N/A
Basic and diluted net income
(loss) per share...............    6,555    (3,955)     N/A      N/A      N/A
Dividends per share............    8,136     2,333      N/A      N/A      N/A

                                   2002      2001      2000     1999     1998
                                  ------    ------    ------   ------   ------
Balance Sheet Data
(at period end):
Total assets...................    17,313    $17,634   N/A      N/A       N/A
Total liabilities..............       573        578   N/A      N/A       N/A
Total stockholder's equity.....    16,740     17,056   N/A      N/A       N/A


                                      130


      NORTHWEST

                                             Year Ended December 31,
                                  -------------------------------------------
                                   2002      2001     2000     1999     1998
                                  ------    ------   ------   ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................  $ 5,167   $   358     N/A      N/A      N/A
Net Income (loss)..............    2,253    (2,008)    N/A      N/A      N/A
Basic and diluted net income
(loss) per share...............    6,048    (5,390)    N/A      N/A      N/A
Dividends per share............    7,903       355     N/A      N/A      N/A

                                               As of December 31,
                                  -------------------------------------------
                                   2002      2001     2000      1999    1998
                                  ------    ------   ------    ------  ------
Balance Sheet Data
(at period end):
Total assets...................   $33,694   $33,359     N/A       N/A     N/A
Total liabilities..............     2,339     1,313     N/A       N/A     N/A
Total stockholder's equity.....    31,355    32,046     N/A       N/A     N/A

      TIMBERLAKE EAST

                                           Year Ended December 31,
                                  -----------------------------------------
                                   2002     2001     2000     1999    1998
                                  ------   ------   ------   ------  ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................  $ 2,445    N/A      N/A       N/A     N/A
Net Income (loss)..............     (301)   N/A      N/A       N/A     N/A
Basic and diluted net income
(loss) per share...............   (1,204)   N/A      N/A       N/A     N/A
Dividends per share............    6,584    N/A      N/A       N/A     N/A

                                   2002     2001     2000     1999    1998
                                  ------   ------   ------   ------  ------
Balance Sheet Data
(at period end):
Total assets...................   $21,593     N/A     N/A      N/A     N/A
Total liabilities..............       648     N/A     N/A      N/A     N/A
Total stockholder's equity.....    20,945     N/A     N/A      N/A     N/A


                                      131


      MERRYWOOD

                                            Year Ended December 31,
                                   ------------------------------------------
                                    2002     2001     2000     1999     1998
                                   ------   ------   ------   ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................   $ 1,821     N/A      N/A      N/A      N/A
Net Income (loss)..............      (613)    N/A      N/A      N/A      N/A
Basic and diluted net income
(loss) per share...............    (2,976)    N/A      N/A      N/A      N/A
Dividends per share............     4,779     N/A      N/A      N/A      N/A

                                              As of December 31,
                                  -------------------------------------------
                                   2002      2001      2000     1999    1998
                                  ------    ------    ------   ------  ------
Balance Sheet Data
(at period end):
Total assets...................   $ 17,905     N/A      N/A      N/A     N/A
Total liabilities..............        610     N/A      N/A      N/A     N/A
Total stockholder's equity.....     17,295     N/A      N/A      N/A     N/A

      PLAZA RIDGE I

                                             Year Ended December 31,
                                    -----------------------------------------
                                     2002     2001     2000    1999     1998
                                    ------   ------   ------  ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................   $ 3,385      N/A      N/A     N/A     N/A
Net Income (loss)..............      (315)     N/A      N/A     N/A     N/A
Basic and diluted net income
(loss) per share...............      (788)     N/A      N/A     N/A     N/A
Dividends per share............     4,766      N/A      N/A     N/A     N/A

                                               As of December 31,
                                    -----------------------------------------
                                     2002    2001     2000     1999     1998
                                    ------  ------   ------   ------   ------
Balance Sheet Data
(at period end):
Total assets...................   $ 35,665    N/A     N/A      N/A      N/A
Total liabilities..............      1,196    N/A     N/A      N/A      N/A
Total stockholder's equity.....     34,469    N/A     N/A      N/A      N/A


                                      132


      PARK TEN

                                            Year Ended December 31,
                                   -----------------------------------------
                                    2002     2001    2000     1999     1998
                                   ------   ------  ------   ------   ------

                                (In thousands, except per unit or share amounts)
Operating Data:
Total Revenues.................  $ 1,943      N/A     N/A      N/A      N/A
Net Income (loss)..............     (779)     N/A     N/A      N/A      N/A
Basic and diluted net income
(loss) per  share..............   (2,833)     N/A     N/A      N/A      N/A
Dividends per share............    3,859      N/A     N/A      N/A      N/A

                                              As of December 31,
                                   -----------------------------------------
                                    2002     2001     2000     1999    1998
                                   ------   ------   ------   ------  ------
Balance Sheet Data
(at period end):
Total assets...................  $ 24,215    N/A      N/A      N/A     N/A
Total liabilities..............       866    N/A      N/A      N/A     N/A
Total stockholder's equity.....    23,349    N/A      N/A      N/A     N/A


                                      133


                 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS OF TARGET REITS

      The following discussion should be read in conjunction with the Target
REITs' financial statements and notes thereto appearing elsewhere in this Proxy
Statement. Historical results and percentage relationships set forth in the
respective Target REIT Financial Statements should not be taken as necessarily
indicative of future operations. Tables summarizing the results of operations
for the Target REITs are located at pages 126 to 133 of this Proxy Statement.
The results of the Target REITs are presented on a combined basis rather than
for each individual Target REIT. Management believes that this presentation is
more useful because the combined results are the basis for the pro forma
financial statements located at pages 63 to 64 of this Proxy Statement, FSP
Corp. will not proceed with the Mergers unless each Target REIT approves its
respective Merger and no Target REIT performed in a manner that would cause the
presentation on a combined basis to be misleading.

Results of Operations (of the Target REITs on a combined basis)

      The following tables show the variance in dollars between the year ended
December 31, 2002 and 2001 and years ended December 31, 2001 and 2000 and the
years ended December 31, 2000 and 1999 for the Target REITs on a combined basis.

                                            Variance in Thousands of Dollars
                                                  For the Year Ended
                                                     December 31,
                                     2002 and 2001  2001 and 2000  2000 and 1999
                                     -------------------------------------------
Rental Revenue
     Rental                            $ 23,629     $  14,038       $   2,468
     Interest                                81           162              82
                                     -------------------------------------------
TOTAL REVENUE                          $ 23,710     $  14,200       $   2,550
                                     ===========================================

Expenses
     Rental operating expenses         $  4,213     $   2,955       $     488
     Depreciation and amortization        4,218         1,663             517
     Real estate taxes and insurance      3,357         1,594             344
     Interest expense                    (2,669)        7,102           2,297
                                     -------------------------------------------
TOTAL EXPENSES                         $  9,119     $  13,314       $   3,646
                                     ===========================================

Net Income                             $ 14,591     $     886       $  (1,096)
                                     ===========================================

Comparison of the year Ended December 31, 2002 to the year ended
December 31, 2001

      Revenue

      Total revenues increased $23.7 million, to $40.8 million for the year
ended December 31, 2002, as compared to $17.1 million for the year ended
December 31, 2001.

      The increase in rental income of $23.6 million, compared to the year ended
December 31, 2001, is attributable to:


                                      134


            o     four Target REITs which were organized in 2002 contributed
                  revenue for various periods in 2002, as compared with no
                  revenue in 2001, resulting in $9.5 million in incremental
                  revenues;

            o     five Target REITs which were organized in 2001 contributed
                  revenue for a full year in 2002, as compared to only various
                  periods in 2001, resulting in $14.1 million in incremental
                  revenues; and

            o     four Target REITs which were syndicated prior to 2001 and in
                  operation for both full years had no significant changes in
                  rental income.

      Interest income increased less than $0.1 million for the year ended
December 31, 2002 compared to the year ended December 31, 2001.

      Expenses

      Total expenses increased $9.1 million for the year ended December 31,
2002, compared to the same period in 2001. The increase for the year is
attributable to a $4.2 million increase in rental operating expenses, a $4.2
million increase in depreciation and amortization, and a $3.4 million increase
in real estate taxes and insurance, offset by a $2.7 million decrease in
interest expense.

      The increase in rental operations expenses of $4.3 million, compared to
the year ended December 31, 2001, is attributable to:

            o     four Target REITs which were organized in 2002 incurred
                  expenses for various periods in 2002, as compared with no
                  expenses in 2001, resulting in $2.0 million in incremental
                  expenses;

            o     five Target REITs which were organized in 2001 incurred
                  expenses for a full year in 2002, as compared to only various
                  periods in 2001, resulting in $2.2 million in incremental
                  expenses; and

            o     four Target REITs which were syndicated prior to 2001 and in
                  operation for both full years had no significant change in
                  expenses.

      The increase in depreciation and amortization expenses of $4.2 million,
compared to the year ended December 31, 2001, is attributable to:

            o     four Target REITs which were organized in 2002 incurred
                  expenses for various periods in 2002, as compared with no
                  expenses in 2001, resulting in $1.8 million in incremental
                  expenses;

            o     five Target REITs which were organized in 2001 incurred
                  expenses for a full year in 2002, as compared to only various
                  periods in 2001, resulting in $2.4 million in incremental
                  expenses; and


                                      135


            o     four Target REITs which were syndicated prior to 2001 and in
                  operation for both full years had no significant change in
                  expenses.

      The increase in real estate tax and insurance expenses of $3.4 million,
compared to the year ended December 31, 2001, is attributable to:

            o     four Target REITs which were organized in 2002 incurred
                  expenses for various periods in 2002, as compared with no
                  expenses in 2001, resulting in $1.1 million in incremental
                  expenses;

            o     five Target REITs which were organized in 2001 incurred
                  expenses for a full year in 2002, as compared to only various
                  periods of 2001, resulting in $2.2 million in incremental
                  expenses; and

            o     four Target REITs which were syndicated prior to 2001 and in
                  operation for both full years had an increase of less than
                  $0.1 million.

      Interest expense is typically incurred when the Target REIT is organized
and borrows funds to acquire the real estate. After the completion of the
syndication of preferred stock in the Target REIT, the loan is repaid. None of
the Target REITs have had to borrow funds after the original real estate loan
has been repaid. The decrease in interest expenses of $2.7 million, compared to
the year ended December 31, 2001, is attributable to:

            o     four Target REITs which were organized in 2002 incurred
                  interest expense in 2002, as compared with no expenses in
                  2001, resulting in $6.7 million in incremental expenses;

            o     offset by $9.4 million of interest expense incurred by five
                  Target REITs which were organized in 2001, which incurred no
                  expenses in 2002, but did incur interest expense in 2001; and

            o     four Target REITs which were syndicated prior to 2001 and in
                  operation for both full years which did not incur any interest
                  expense.
Comparison of the year ended December 31, 2001 to the year ended
December 31, 2000

      Revenue

      Total revenues increased $14.2 million, to $17.1 million for the year
ended December 31, 2001, as compared to $2.9 million for the year ended December
31, 2000. The increase in rental income of $14.0 million, compared to the year
ended December 31, 2001, is attributable to:
            o     five Target REITs which were organized in 2001 contributed
                  revenue for various periods in 2001, as compared to no revenue
                  for the comparable period in 2000, resulting in $9.1 million
                  in incremental revenues;


                                      136


            o     three Target REITs which were organized in 2000 contributed
                  revenue for a full year in 2001, as compared to various
                  periods in 2000, resulting in $4.7 million in incremental
                  revenues; and

            o     one Target REIT which was syndicated prior to 2000 and in
                  operation for both full years, resulting in $0.2 million
                  increased revenues as a result of a lease of vacant space.

      Expenses

      Total expenses increased $13.3 million for the year ended December 31,
2001, compared to the same period in 2000. The increase for the twelve months is
attributable to a $2.9 million increase in rental operating expenses, a $1.7
million increase in depreciation and amortization, a $1.6 million increase in
real estate taxes and insurance, and a $7.1 million increase in interest
expense.

      The increase in rental operations expenses of $2.9 million, compared to
the year ended December 31, 2000, is attributable to:

            o     five Target REITs which were organized in 2001 incurred
                  expenses for various periods in 2001, as compared to incurring
                  no expenses for the comparable period in 2000, resulting in
                  $2.4 million in incremental expenses;

            o     three Target REITs which were organized in 2000 incurred
                  expenses for a full year in 2001, as compared to various
                  periods in 2000, resulting in $0.5 million in increased
                  expenses; and

            o     one Target REIT which was syndicated prior to 2000 and in
                  operation for both full years had no significant change in
                  expenses.

      The increase in depreciation and amortization expenses of $1.7 million,
compared to the year ended December 31, 2000, is attributable to:

            o     five Target REITs which were organized in 2001 incurred
                  expenses for various periods in 2001, as compared to incurring
                  no expenses for the comparable period in 2000, resulting in
                  $0.9 million in incremental expenses;

            o     three Target REITs which were organized in 2000 incurred
                  expenses for a full year in 2001, as compared to various
                  periods in 2000, resulting in $0.8 million in increased
                  expenses; and

            o     one Target REIT which was syndicated prior to 2000 and in
                  operation for both full years had no signicant change in
                  expenses.

      The increase in real estate tax and insurance expenses of $1.6 million,
compared to the year ended December 31, 2001, is attributable to:


                                      137


            o     five Target REITs which were organized in 2001 incurred
                  expenses for various periods in 2001, as compared to incurring
                  no expenses for the comparable period in 2000, resulting in
                  $0.9 million in incremental expenses;

            o     three Target REITs which were organized in 2000 incurred
                  expenses for a full year in 2001, as compared to various
                  periods in 2000, resulting in $0.7 million in increased
                  expenses;

            o     one Target REIT which was syndicated prior to 2000 and in
                  operation for both full years had no significant change in
                  expenses.

      Interest expense is typically incurred when the Target REIT is organized
and borrows funds to acquire the real estate. After the completion of the
syndication of preferred stock in the Target REIT, the loan is repaid. None of
the Target REITs have had to borrow funds after the original real estate loan
has been repaid. The increase in interest expenses of $7.1 million, compared to
the year ended December 31, 2000, is attributable to:

            o     five Target REITs which were organized in 2001 incurred
                  interest expense in 2001, as compared with no expenses in
                  2000, resulting in $9.4 million in incremental expenses;

            o     offset by $2.3 million of interest expense incurred by three
                  Target REITs which were organized in 2000, which incurred no
                  expenses in 2001, but did incur interest expense in 2000; and

            o     one Target REIT which was syndicated prior to 2000 and in
                  operation for both full years did not incur any interest
                  expense.
Comparison of the year ended December 31, 2000 to the year ended
December 31, 1999

      Total revenues increased $2.6 million, to $2.9 million for the year ended
December 31, 2000, as compared to $0.3 million for the year ended December 31,
1999. The increase in rental income of $2.5 million, compared to the year ended
December 31, 1999, is attributable to:

            o     three Target REITs which were organized in 2000 contributed
                  revenue for various periods in 2000, as compared to no revenue
                  for the comparable period in 1999, resulting in $2.1 million
                  in incremental revenues; and

            o     one Target REIT which was organized in 1999 contributed
                  revenue for a full year in 2000, as compared to about six
                  months in 1999, resulting in $0.4 million in increased
                  revenue.

      Expenses

      Total expenses increased $3.6 million for the year ended December 31,
2000, compared to the same period in 1999. The increase for the twelve months is
attributable to a $0.5 million increase in rental operating expenses, a $0.5
million increase in depreciation and amortization, a


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$0.3 million increase in real estate taxes and insurance, and a $2.3 million
increase in interest expense.

      The increase in rental operations expenses of $0.5 million, compared to
the year ended December 31, 1999, is attributable to:

            o     three Target REITs which were organized in 2000 incurred
                  expenses for various periods in 2000, as compared to incurring
                  no expenses for the comparable period in 1999, resulting in
                  $0.4 million in incremental expenses; and

            o     one Target REIT which was organized in 1999 incurred expenses
                  for a for a full year in 2000, as compared to about six months
                  in 1999, resulting in $0.1 million in increased expenses.

      The increase in depreciation and amortization expenses of $0.5 million,
compared to the year ended December 31, 2000, is attributable to:

            o     three Target REITs which were organized in 2000 incurred
                  expenses for various periods in 2000, as compared to incurring
                  no expenses for the comparable period in 1999, resulting in
                  $0.4 million in incremental expenses; and

            o     one Target REIT which was organized in 1999 incurred expenses
                  for a for a full year in 2000, as compared to about six months
                  in 1999, resulting in $0.1 million in increased expenses.

      The increase in real estate tax and insurance expenses of $0.3 million,
compared to the year ended December 31, 1999, is attributable to:

            o     three Target REITs which were organized in 2000 incurred
                  expenses for various periods in 2000, as compared to incurring
                  no expenses for the comparable period in 1999, resulting in
                  $0.3 million in incremental expenses; and

            o     one Target REIT which was organized in 1999 incurred expenses
                  for a full year in 2000, as compared to about six months in
                  1999, resulting in $0.1 million in increased expenses.

      Interest expense is typically incurred when the Target REIT is organized
and borrows funds to acquire the real estate. After the completion of the
syndication of preferred stock in the Target REIT, the loan is repaid. None of
the Target REITs have had to borrow funds after the original real estate loan
has been repaid. The increase in interest expenses of $2.3 million, compared to
the year ended December 31, 1999, is attributable to:


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            o     three Target REITs which were organized in 2000, incurred
                  interest expense in 2000, as compared with no expenses in
                  1999, resulting in $2.3 million in incremental expenses;

            o     one Target REIT which was organized in 1999 incurred minimal
                  interest expense. Approximately $0.1 million in financing fees
                  were capitalized as organizational costs.

Trends and Uncertainties (for the Target REITs on a combined basis)

      All real estate markets have been weaker in 2002 along with the general
economy, and it is uncertain when they will improve or if they will get worse in
2003. Each of the Target REITs will be affected by the economic conditions in
its submarket as leases expire, or if tenants go bankrupt; however, because most
of the Target REITs that hold commercial property have one or two creditworthy
tenants with medium-term to long-term leases who occupy the majority of the
leased space, they have less exposure to current and short term market
conditions. In this weaker economy, however, even large tenants with strong
credit seek to reduce expenses, and cuts in tenant operating expenses or staff
may decrease the ancillary income to the Target REIT, such as fees received for
additional services. Some tenants have cut staff and have excess space, and have
asked the management of the applicable Target REIT to consider allowing
subletting or to accept termination fees. The leases do not require the Target
REIT to do so, and the management of each Target REITs will only approve those
subleases or accept those termination offers that make economic sense and
improve its position.

      Real estate taxes and insurance costs are expected to increase, but all of
the office leases pass through most of the operating expenses of the property,
including insurance, real estate taxes, and utility costs, to the tenants. Where
leases with base stops are the market custom, when new leases are written, the
increased costs of taxes, insurance, and utilities are absorbed by the landlord
for the base year. If the base rents in the market do not increase to cover
increases in base year expenses, then the net income from such properties will
decrease.

      Both apartment properties owned by Target REITs are located within the
greater Houston market, and are exposed to the general economic conditions in
that submarket, such as the negative effects of Enron and Arthur Andersen or the
positive effects of increases in oil prices, as well as the construction of new
competition in the submarket.

      In September 2002, Fair Lakes consented to an assignment of the lease with
PricewaterhouseCoopers LLP to International Business Machines Corporation, but
PricewaterhouseCoopers LLP remains obligated for payments under the lease.
PricewaterhouseCoopers LLP has notified FSP Corp. that if the Merger between FSP
Corp. and Fair Lakes is approved, PricewaterhouseCoopers LLP will have a
conflict of interest which would cause it to no longer be considered
"independent" relating to its dealings with FSP Corp.. At that time, FSP Corp.
will have to either release PricewaterhouseCoopers LLP from its obligation under
the lease or choose another auditing firm.

Liquidity and Capital Resources as of December 31, 2002 (for the Target REITs on
a combined basis)


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      Cash and cash equivalents were $10.8 million and $5.5 million at December
31, 2002 and December 31, 2001, respectively. This increase of $5.2 million is
attributable to $16.8 million provided by operating activities plus $80.9
million provided by financing activities offset by $92.5 million used for
investing activities.

      Operating Activities

      The cash provided by the Target REITs' operating activities of $16.8
million is primarily attributable to net income of $14.5 million plus the
add-back of $7.2 million from non-cash activity less a net change of $4.9
million in operating assets and liabilities, of which $4.0 million was used to
establish the "Cash - funded reserve" accounts for the four Target REITs that
were organized in 2002.

      Investing Activities

      The Target REITs' cash used for investing activities of $92.5 million is
attributable to the purchase of real estate assets by the four Target REITs
organized in 2002.

      Financing Activities

      The Target REITs' cash provided by financing activities of $92.5 million
is attributable to $103.8 million of proceeds from the sale of stock for the
four Target REITs organized in 2002, offset by $22.8 million of distributions to
shareholders.

Liquidity and Capital Resources as of December 31, 2001 (for the Target REITs on
a combined basis)

      Cash and cash equivalents were $5.5 million and $1.8 million at December
31, 2001 and December 31, 2000, respectively. This increase of $3.7 million is
attributable to $159.9 million provided by financing activities offset by $3.7
million used for operating activities and $152.4 million used for investing
activities.

      Operating Activities

      The cash used by the Target REITs' operating activities of $3.7 million is
primarily attributable to a net loss of $41,000 plus the add-back of $2.8
million from non-cash activity less a net change of $6.5 million in operating
assets and liabilities. The net loss is attributable to an aggregate loss of
$4.4 million for the five Target REITs organized in 2001, offset by aggregate
net income of $4.4 million for the four Target REITs that were organized prior
to 2001. The net change of $6.5 million in operating assets and liabilities is
primarily attributable to $7.0 million used to establish the "Cash - funded
reserve" account for the five Target REITs organized in 2001.

      Investing Activities

      The Target REITs' cash used for investing activities of $152.4 million is
attributable to the purchase of real estate assets by the five Target REITs
organized in 2001.


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      Financing Activities

      The Target REITs' cash provided by financing activities of $159.9 million
is attributable to $167.4 million of proceeds from the sale of stock for the
five Target REITs organized in 2001, offset by $7.5 million of distributions to
shareholders.

Liquidity and Capital Resources as of December 31, 2000 (for the Target REITs on
a combined basis)

      Cash and cash equivalents were $1.8 million and $0.2 million at December
31, 2000 and December 31, 1999, respectively. This increase of $1.6 million is
attributable to $54.5 million provided by financing activities offset by $1.7
million used for operating activities and $51.2 million used for investing
activities.

      Operating Activities

      The cash used by the Target REITs' operating activities of $1.7 million is
primarily attributable to a net loss of $0.9 million plus the add-back of $0.6
million from non-cash activity less a net change of $1.4 million in operating
assets and liabilities. The net loss is attributable to an aggregate loss of
$1.3 million for the three Target REITs organized in 2000, offset by net income
of $0.4 million for the one Target REITs that were organized in 1999. The net
change of $1.4 million in operating assets and liabilities is primarily
attributable to $1.9 million used to establish the "Cash - funded reserve"
account for the three Target REITs organized in 2000.

      Investing Activities

      The Target REITs' cash used for investing activities of $51.2 million is
attributable to the purchase of real estate assets by the three Target REITs
organized in 2000.

      Financing Activities

      The Target REITs' cash provided by financing activities of $54.5 million
is attributable to $54.9 million of proceeds from the sale of stock for the
three Target REITs organized in 2000, offset by $0.4 million of distributions to
shareholders.


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Sources and Uses of Funds (for the Target REITs on a combined basis)

      The Target REITs' principal demands for liquidity are cash for operations
and dividends to equity holders. As of December 31, 2002, the Target REITs had
approximately $11.5 million in liabilities of which $7.4 million represents
dividends payable to shareholders. The Target REITs have no permanent, long-term
debt and have not established a line of credit. Liquidity is generated from
funds from ongoing real estate operations.

      The Target REITs' sources of funds are proceeds from the sale of preferred
stock, proceeds from a loan from FSP Corp. and funds from operations.

      Typically, the Target REIT borrows funds in its first year of operations
to purchase real estate assets and repays this loan upon the sale of preferred
stock in the Target REIT within a few months of borrowing. No Target REIT has
borrowed funds subsequent to the repayment of the original loan used to acquire
the real estate. No Target REIT had any loans outstanding as of December 31,
2002.

      The Target REITs' real properties generate rental income to cover the
ordinary, annual operating expenses of the properties and to fund distributions
to equity holders. For the year ended December 31, 2002, the rental income
exceeded the operating expenses for each of the Target REITs.

      In addition to rental income, each Target REIT maintains cash reserves
that are typically used to fund capital improvements, leasing commissions or
extraordinary expenses. These cash reserves were set aside when each Target REIT
was originally syndicated. As of December 31, 2002, each Target REIT has cash
reserves in excess of its known needs for extraordinary expenses or capital
improvements for its real property for 2003. There are no external restrictions
on these reserves and they may be used for any corporate purpose.

      Each Target REIT believes that it has adequate funds for future needs and
adequate reserves for extraordinary expenses or capital improvements. Each
Target REIT's ability to maintain or increase its level of distributions to
stockholders, however, depends upon the level of rental income from each Target
REIT's real property.


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            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      The following is a general summary of the material United States federal
income tax considerations associated with the Mergers and with the ownership of
the FSP Common Stock. The following summary is not exhaustive of all possible
tax considerations. Moreover, the summary contained herein does not address all
aspects of taxation that may be relevant to particular FSP Stockholders in light
of their personal tax circumstances, or to certain types of stockholders subject
to special treatment under federal income tax laws, including insurance
companies, tax-exempt organizations (except to the extent discussed in Section 5
below under the heading "Taxation of Tax-Exempt Shareholders"), financial
institutions, broker-dealers, and foreign corporations and persons who are not
citizens or residents of the United States (except to the extent discussed in
Section 6 below under the heading "Taxation of Non-U.S. Shareholders").

      The statements in this summary are based upon, and qualified in their
entirety by, current provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), existing, temporary, and currently-proposed Treasury Regulations
promulgated under the Code, existing administrative rulings and practices of the
Internal Revenue Service, and judicial decisions. No assurance can be given that
future legislative, administrative, or judicial actions or decisions, which may
be retroactive in effect, will not affect the accuracy of any of the statements
in this summary.

      EACH FSP STOCKHOLDER IS URGED TO CONSULT HIS, HER, OR ITS OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES TO THE STOCKHOLDER OF THE MERGERS AND OF
THE OWNERSHIP AND SALE OF STOCK IN AN ENTITY ELECTING TO BE TAXED AS A REAL
ESTATE INVESTMENT TRUST, INCLUDING FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX
CONSEQUENCES, AS WELL AS POTENTIAL CHANGES IN THE APPLICABLE TAX LAWS.

1. Certain Tax Risks Relating to the Mergers

      The Mergers entail certain tax risks which, if realized, may cause the
Combined Company to fail to qualify as a real estate investment trust (a "REIT")
in the year of the Mergers or in any subsequent year, or may result in
substantial penalties (excise taxes) being imposed upon the Combined Company. As
a result of the Mergers, for example:

            o     the Combined Company may, directly or indirectly, improperly
                  own 10% or more of a tenant from which the Combined Company
                  collects rent causing the rent received from such tenant to
                  fail to qualify as rents from real property, as described
                  below under "3. Tax Consequences of REIT Election - Taxation
                  of the Combined Company - Requirements for Taxation as a Real
                  Estate Investment Trust - Income Tests".

            o     the Combined Company may improperly own (i) more than 10% of
                  the outstanding voting securities of any issuer, or (ii) more
                  than 10% of the value of the securities of any issuer causing
                  the Combined Company to fail to


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                  satisfy the Asset Tests, as described below under "3. Tax
                  Consequences of REIT Election - Taxation of the Combined
                  Company - Requirements for Taxation as a Real Estate
                  Investment Trust - Asset Tests".

            o     the Combined Company would be disqualified as a REIT if any of
                  the Target REITs did not qualify as a REIT and, as a result,
                  had any undistributed "earnings and profits" at the time of
                  the Mergers.

      If the Combined Company fails to qualify as a real estate investment
trust, the Combined Company could be disqualified from treatment as a real
estate investment trust in the year in which such failure occurred and for the
next four taxable years and, consequently, would be taxed as a regular
corporation during such years. The penalties that may result from the Mergers
are described below under "3. Tax Consequences of REIT Election - Taxation of
FSP - General."

      As part of its due diligence in connection with the Mergers, FSP Corp. has
reviewed the specific assets held by the Target REITs, the Target REITs'
organizational documents and financial records, and the identity of the
shareholders of the Target REITs in order to determine whether the Mergers would
potentially cause the Combined Company to fail to qualify as a REIT. In
addition, each Target REIT has given extensive representations relating to
factual circumstances that could adversely impact the qualification of the
Combined Company as a REIT. Nevertheless, because certain REIT-qualification
requirements are dependent upon the identity of the shareholders of the Target
REIT and the interests they may have in other entities, there can be no
certainty that the Mergers would not adversely affect the Combined Company's
ability to qualify as a REIT.

2. Tax Consequences of the Mergers.

      Assuming no material changes in the applicable federal income tax laws
prior to the Effective Date, Hale and Dorr LLP will issue an opinion based upon
certain factual representations made by FSP Corp. and the Target REITs that the
Mergers will be treated as reorganizations within the meaning of Section 368(a)
of the Code. If the Mergers qualify as reorganizations, there will be no United
States federal income tax consequences to the Combined Company as a result of
the Mergers.

      There should be no United States federal income tax consequences of the
Mergers to the FSP Stockholders, except as described under "Certain Risks
Related to the Mergers".

3. Tax Consequences of REIT Election

Introduction

      The Combined Company has elected under Section 856 of the Code to be taxed
as a real estate investment trust. Following the Mergers, subject to the risks
described herein, the Combined Company intends to continue to be taxed as a
REIT. No opinion of Hale and Dorr LLP or other counsel regarding the
qualification of FSP Corp. or the Combined Company as a REIT has been requested
or will be rendered in connection with the Mergers.


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Taxation of the Combined Company

General

      If the Combined Company continues to qualify as a real estate investment
trust, it generally will not be subject to federal corporate income taxes on its
net income to the extent that the income is currently distributed to its
shareholders ("Shareholders"). The benefit of this tax treatment is that it
substantially eliminates the "double taxation" resulting from the taxation at
both the corporate and Shareholder levels that generally results from owning
stock in a corporation. Accordingly, income earned by the Combined Company
generally will be subject to taxation solely at the Shareholder level upon a
distribution from the Combined Company. The Combined Company will, however, be
required to pay certain federal income taxes, including in the following
circumstances:

            o     the Combined Company will be subject to federal income tax at
                  regular corporate rates on taxable income, including net
                  capital gain, that the Combined Company does not distribute to
                  Shareholders during, or within a specified time period after,
                  the calendar year in which such income is earned.

            o     the Combined Company will be subject to the "alternative
                  minimum tax" on its undistributed items of tax preference.

            o     the Combined Company will be subject to a 100% tax on net
                  income from certain sales or other dispositions of property
                  that it holds primarily for sale to customers in the ordinary
                  course of business ("prohibited transactions").

            o     if the Combined Company fails to satisfy the 75% gross income
                  test or the 95% gross income test, both described below, but
                  nevertheless qualifies as a real estate investment trust, the
                  Combined Company will be subject to a 100% tax on an amount
                  equal to (i) the gross income attributable to the greater of
                  the amount by which the Combined Company fails the 75% or 95%
                  gross income test multiplied by (ii) a fraction intended to
                  reflect the Combined Company's profitability.

            o     if the Combined Company fails to distribute during the
                  calendar year at least the sum of (i) 85% of its real estate
                  investment trust ordinary income for such year, (ii) 95% of
                  its real estate investment trust capital gain net income for
                  such year, and (iii) any undistributed taxable income from
                  prior periods, the Combined Company will pay a 4% excise tax
                  on the excess of such required distribution over the amount
                  actually distributed to its Shareholders.

            o     the Combined Company may elect to retain and pay income tax on
                  some or all of its long-term capital gain, as described below.


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            o     the Combined Company may be subject to a 100% excise tax on
                  transactions with its taxable REIT subsidiary that are not
                  conducted on an arm's-length basis.

Requirements for Qualification as a Real Estate Investment Trust

Introduction

      In order to qualify as a real estate investment trust for federal income
tax purposes a REIT must elect (or have elected, and have not revoked its
election) to be treated as a REIT and must satisfy certain statutory tests
relating to, among other things, (i) the sources of its income, (ii) the nature
of its assets, (iii) the amount of its distributions, and (iv) the ownership of
its stock. The Combined Company has elected to be treated as a REIT and has
endeavored to satisfy the tests for REIT qualification.

      A real estate investment trust may own a "qualified REIT subsidiary." A
qualified REIT subsidiary is a corporation, all of the capital stock of which is
owned by a real estate investment trust, and for which subsidiary no election
has been made to treat it as a "taxable REIT subsidiary" (as discussed below). A
corporation that is a qualified REIT subsidiary is not treated as a corporation
separate from its parent real estate investment trust for federal income tax
purposes. All assets, liabilities, and items of income, deduction, and credit of
a qualified REIT subsidiary are treated as the assets, liabilities, and items of
income, deduction and credit of the parent real estate investment trust. Thus,
in applying the requirements described herein, any qualified REIT subsidiary of
the Combined Company's will be ignored, and all assets, liabilities and items of
income, deduction and credit of such subsidiary will be treated as the assets,
liabilities, and items of income deduction and credit of the Combined Company.

      In the event that the Combined Company becomes a partner in a partnership,
the Combined Company will be deemed to own its proportionate share (based upon
its share of the capital of the partnership) of the assets of the partnership
and will be deemed to be entitled to the income of the partnership attributable
to such share. In addition, the assets and income of the partnership attributed
to the Combined Company shall retain their same character as in the hands of the
partnership for purposes of determining whether the Combined Company satisfies
the income and asset tests described below.

      A real estate investment trust may own up to 100% of the stock of one or
more taxable REIT subsidiaries. A taxable REIT subsidiary may earn income that
would not be qualifying income, as described below, if earned directly by the
parent real estate investment trust. Both the subsidiary and the parent real
estate investment trust must jointly elect to treat the subsidiary as a taxable
REIT subsidiary. Overall, not more than 20% of the value of a REIT's assets may
consist of securities of one or more taxable REIT subsidiaries. A taxable REIT
subsidiary will pay tax at regular corporate rates on any income that it earns.
There is a 100% excise tax imposed on transactions involving a taxable REIT
subsidiary and its parent real estate investment trust that are not conducted on
an arm's-length basis. The Combined Company and FSP Investments have made an
election to treat FSP Investments as a taxable REIT subsidiary. FSP


                                      147


Investments pays corporate income tax on its taxable income and its after tax
net income will be available for distribution to the Combined Company.

Income Tests

      General. The Combined Company must satisfy annually two tests regarding
the sources of its gross income in order to maintain its real estate investment
trust status. First, at least 75% of the Combined Company's gross income,
excluding gross income from certain "dealer" sales, for each taxable year
generally must consist of defined types of income that the Combined Company
derives, directly or indirectly, from investments relating to real property or
mortgages on real property or temporary investment income (the "75% Gross Income
Test"). Qualifying income for purposes of the 75% Gross Income Test generally
includes:

            o     "rents from real property" (as defined below);

            o     interest from debt secured by mortgages on real property or on
                  interests in real property;

            o     dividends or other distributions on, and gain from the sale
                  of, shares in other real estate investment trusts;

            o     gain from the sale or other disposition of real property;

            o     amounts (other than amounts the determination of which depends
                  in whole or in part on the income or profits of any person)
                  received as consideration for entering into agreements to make
                  loans secured by mortgages on real property or on interests in
                  real property or agreements to purchase or lease real
                  property; and

            o     certain income from temporary investment of recently raised
                  capital.

      Second, at least 95% of the Combined Company's gross income, excluding
gross income from certain "dealer" sales, for each taxable year generally must
consist of income that is qualifying income for purposes of the 75% gross income
test, as well as dividends, other types of interest, and gain from the sale or
disposition of stock or securities (the "95% Gross Income Test").

      Rents from Real Property. Rent that the Combined Company receives from
real property that it owns and leases to tenants will qualify as "rents from
real property" if the following conditions are satisfied:

            o     First, the rent must not be based, in whole or in part, on the
                  income or profits of any person. An amount will not fail to
                  qualify as rent from real property solely by reason of being
                  based on a fixed percentage (or percentages) of sales and
                  receipts.


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            o     Second, neither the Combined Company nor any direct or
                  indirect owner of 10% or more of its Stock may own, actually
                  or constructively, 10% or more of the tenant from which the
                  Combined Company collects the rent.

            o     Third, all of the rent received under a lease will not qualify
                  as rents from real property unless the rent attributable to
                  the personal property leased in connection with the real
                  property constitutes no more than 15% of the total rent
                  received under the lease.

            o     Finally, the Combined Company generally must not operate or
                  manage its real property or furnish or render services to its
                  tenants, other than through an "independent contractor" who is
                  adequately compensated and from whom the Combined Company does
                  not derive revenue. The Combined Company may provide services
                  directly, however, if the services are "usually or customarily
                  rendered" in connection with the rental of space for occupancy
                  only and are not otherwise considered rendered "primarily for
                  the occupant's convenience." In addition, the Combined Company
                  may render, other than through an independent contractor, a de
                  minimis amount of "non-customary" services to the tenants of a
                  property as long as the Combined Company's income from such
                  services does not exceed 1% of its gross income from the
                  property.

      Although no assurances can be given that either of the Gross Income Tests
will be satisfied in any given year, the Combined Company anticipates that its
operations will allow it to meet each of the 75% Gross Income Test and the 95%
Gross Income Test. Such belief is premised in large part on the Combined
Company's expectation that substantially all of the amounts received by it with
respect to its properties will qualify as "rents from real property."
Shareholders should be aware, however, that there are a variety of
circumstances, as described above, in which rent received from a tenant will not
be treated as rents from real property.

      Failure to Satisfy Gross Income Tests. If the Combined Company fails to
satisfy either or both of the 75% or 95% Gross Income Tests for any taxable
year, the Combined Company may nevertheless qualify as a real estate investment
trust for that year if it is eligible for relief under certain provisions of the
federal income tax laws. Those relief provisions generally will be available if:

            o     the Combined Company's failure to meet the gross income test
                  was due to reasonable cause and not due to willful neglect;

            o     the Combined Company attaches a schedule of the sources of its
                  income to its federal income tax return; and

            o     any incorrect information on the schedule is not due to fraud
                  with intent to evade tax.


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      It is not possible to state whether, in all circumstances, the Combined
Company would be entitled to the benefit of the above relief provisions.
Furthermore, as discussed above under "3. Tax Consequences of REIT Election -
Taxation of the Combined Company- General," even if the relief provisions apply,
the Combined Company would incur a 100% tax on the gross income attributable to
the greater of the amounts by which it fails the 75% and 95% Gross Income Tests,
multiplied by a fraction that reflects the Combined Company's profitability.

Asset Tests

      The Combined Company also must satisfy the following four tests relating
to the nature of its assets at the close of each quarter of its taxable year.

            o     First, at least 75% of the value of the Combined Company's
                  total assets must consist of cash or cash items, including
                  receivables, government securities, "real estate assets," or
                  qualifying temporary investments (the "75% Asset Test");

            o     Second, no more than 25% of the value of the Combined
                  Company's total assets may be represented by securities other
                  than those that are qualifying assets for purposes of the 75%
                  Asset Test (the "25% Asset Test");

            o     Third, of the investments included in the 25% Asset Test, the
                  value of the securities of any one issuer (other than a
                  "taxable REIT subsidiary") that the Combined Company owns may
                  not exceed 5% of the value of the Combined Company's total
                  assets, and the Combined Company may not own 10% or more of
                  the total combined voting power or 10% or more of the total
                  value of the securities of any issuer (other than a "taxable
                  REIT subsidiary"); and

            o     Fourth, while the Combined Company may own up to 100% of the
                  stock of a corporation that elects to be treated as a "taxable
                  REIT subsidiary" for federal income tax purposes, at no time
                  may the total value of the Combined Company's stock ownership
                  of one or more taxable REIT subsidiaries exceed 20% of the
                  value of the Combined Company's gross assets.

      The Combined Company intends to operate so that it will not acquire any
assets that would cause it to violate the asset tests. If, however, the Combined
Company should fail to satisfy any of the asset tests at the end of a calendar
quarter, it would not lose its real estate investment trust status if (i) the
Combined Company satisfied the asset tests at the end of the close of the
preceding calendar quarter, and (ii) the discrepancy between the value of the
Combined Company's assets and the asset test requirements arose from changes in
the market values of the Combined Company's assets and was not wholly or partly
caused by the acquisition of one or more nonqualifying assets. If the Combined
Company did not satisfy the condition described in clause (ii) of the preceding
sentence, it could still avoid disqualification as a real estate investment
trust by eliminating any discrepancy within 30 days after the close of the
calendar quarter in which the discrepancy arose.

Distribution Requirements


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      Each taxable year, the Combined Company must distribute dividends to its
Shareholders in an amount at least equal to:

            o     90% of the Combined Company's "real estate investment trust
                  taxable income," computed without regard to the dividends paid
                  deduction and the Combined Company's net capital gain or loss;
                  and

            o     certain items of noncash income.

      The Combined Company must make such distributions in the taxable year to
which they relate, or in the following taxable year if the Combined Company
declares the distribution before it timely files its federal income tax return
for such year and pays the distribution on or before the first regular
distribution date after such declaration. Further, if the Combined Company fails
to meet the 90% distribution requirement as a result of an adjustment to its tax
returns by the Internal Revenue Service, the Combined Company may, if the
deficiency is not due to fraud with intent to evade tax or a willful failure to
file a timely tax return, and if certain other conditions are met, retroactively
cure the failure by paying a deficiency dividend (plus interest) to its
Shareholders.

      The Combined Company will be subject to federal income tax on its taxable
income, including net capital gain that it did not distribute to its
Shareholders. Furthermore, if the Combined Company fails to distribute during a
calendar year, or, in the case of distributions with declaration and record
dates falling within the last three months of the calendar year, by the end of
the January following such calendar year, at least the sum of:

            o     85% of the Combined Company's real estate investment trust
                  ordinary income for such year;

            o     95% of the Combined Company's real estate investment trust
                  capital gain income for such year; and

            o     any of the Combined Company's undistributed taxable income
                  from prior periods,

the Combined Company will be subject to a 4% nondeductible excise tax on the
excess of such required distribution over the amount actually distributed. If
the Combined Company elects to retain and pay income tax on the net capital gain
that it receives in a taxable year, the Combined Company will be deemed to have
distributed any such amount for the purposes of the 4% excise tax described in
the preceding sentence.

      The Combined Company intends to make distributions to holders of its
Common Stock in a manner that will allow it to satisfy the distribution
requirements described above. It is possible that, from time to time, the
Combined Company's pre-distribution taxable income may exceed its cash flow and
that the Combined Company may have difficulty satisfying the distribution
requirements. The Combined Company intends to monitor closely the relationship
between its pre-distribution taxable income and its cash flow and intends to
borrow funds or liquidate assets in order to overcome any cash flow shortfalls
if necessary to satisfy the


                                      151


distribution requirements imposed by the Code. It is possible, although
unlikely, that the Combined Company may decide to terminate its real estate
investment trust status as a result of any such cash shortfall. Such a
termination would have adverse tax consequences to the stockholders. See "3. Tax
Consequences of REIT Election - Taxation of the Combined Company - General".

Recordkeeping Requirements

      The Combined Company must maintain records of information specified in
applicable Treasury Regulations in order to maintain its qualification as a real
estate investment trust. In addition, in order to avoid a monetary penalty, the
Combined Company must request on an annual basis certain information from its
Shareholders designed to disclose the actual ownership of the Combined Company's
outstanding Stock. The Combined Company intends to comply with these
recordkeeping requirements.

Ownership Requirements

      For the Combined Company to qualify as a real estate investment trust,
shares of the Combined Company must be held by a minimum of 100 persons for at
least 335 days in each taxable year after the Combined Company's first taxable
year. Further, at no time during the second half of any taxable year after the
Combined Company's first taxable year may more than 50% of the Combined
Company's shares be owned, actually or constructively, by five or fewer
"individuals" (which term is defined for this purpose to include certain
tax-exempt entities including pension trusts). The Common Stock will be held by
100 or more persons. The Combined Company intends to continue to comply with
these ownership requirements. Also, the Combined Company's Charter contains
ownership and transfer restrictions designed to prevent violation of these
requirements.

Failure to Qualify

      If the Combined Company failed to qualify as a real estate investment
trust in any taxable year, and no relief provisions applied, the Combined
Company would be subject to federal income tax, including any applicable
alternative minimum tax, on its taxable income at regular corporate rates. In
calculating the Combined Company's taxable income in a year in which it did not
qualify as a real estate investment trust, the Combined Company would not be
able to deduct amounts paid out to its Shareholders. In fact, the Combined
Company would not be required to distribute any amounts to its Shareholders in
such taxable year. In such event, to the extent of the Combined Company's
current and accumulated earnings and profits, all distributions to Shareholders
would be taxable as ordinary income. Moreover, subject to certain limitations
under the Code, corporate Shareholders might be eligible for the dividends
received deduction. Unless the Combined Company qualified for relief under
specific statutory provisions, the Combined Company would be disqualified from
taxation as a real estate investment trust for the four taxable years following
the year in which it ceased to qualify as a real estate investment trust. The
Combined Company cannot predict whether, in all circumstances, it would qualify
for such statutory relief.

4. Taxation of Taxable U.S. Shareholders


                                      152


      As used herein, the term "Taxable U.S. Shareholder" means a Shareholder
that, for United States federal income tax purposes, is:

            o     a citizen or resident of the United States;

            o     a corporation, partnership, or other entity created or
                  organized in or under the laws of the United States or any
                  state or political subdivision thereof;

            o     an estate the income of which from sources without the United
                  States is includible in gross income for United States federal
                  income tax purposes regardless of its connection with the
                  conduct of a trade or business within the United States; or

            o     any trust with respect to which (i) a United States court is
                  able to exercise primary supervision over the administration
                  of such trust, and (ii) one or more United States persons have
                  the authority to control all substantial decisions of the
                  trust.

      For any taxable year in which the Combined Company qualifies as a real
estate investment trust, amounts distributed to Taxable U.S. Shareholders will
be taxed as follows.

Distributions Generally

      Distributions made to the Combined Company's Taxable U.S. Shareholders out
of current or accumulated earnings and profits (and not designated as a capital
gain dividend) will be taken into account by such Shareholder as ordinary income
and will not, in the case of a corporate Taxable U.S. Shareholder, be eligible
for the dividends received deduction. To the extent that the Combined Company
makes a distribution with respect to the FSP Common Stock that is in excess of
its current or accumulated earnings and profits, the distribution will be
treated by a Taxable U.S. Shareholder first as a tax-free return of capital,
reducing the Taxable U.S. Shareholder's tax basis in the FSP Common Stock, and
any portion of the distribution in excess of the Shareholder's tax basis in the
FSP Common Stock will then be treated as gain from the sale of such stock.
Dividends declared by the Combined Company in October, November, or December of
any year payable to a Taxable U.S. Shareholder of record on a specified date in
any such month shall be treated as both paid by the Combined Company and
received by Shareholders on December 31 of such year, provided that the dividend
is actually paid by the Combined Company during January of the following
calendar year. Taxable U.S. Shareholders may not include on their federal income
tax returns any of the Combined Company's tax losses.

Capital Gain Dividends

      Dividends to Taxable U.S. Shareholders that properly are designated by the
Combined Company as capital gain dividends will be treated by such Shareholders
as long-term capital gain, to the extent that such dividends do not exceed the
Combined Company's actual net capital gain, without regard to the period for
which the Taxable U.S. Shareholders have held the FSP Common Stock. Taxable U.S.
Shareholders that are corporations may be required, however, to treat up to 20%
of particular capital gain dividends as ordinary income. Capital gain dividends,


                                      153


like regular dividends from a real estate investment trust, are not eligible for
the dividends received deduction for corporations.

Retained Capital Gains

      A real estate investment trust may elect to retain, rather than
distribute, its net long-term capital gain received during the tax year. To the
extent designated in a notice from the Combined Company to its Taxable U.S.
Shareholders, the Combined Company will pay the income tax on such gains and
Taxable U.S. Shareholders must include their proportionate share of the
undistributed net long-term capital gain so designated in their income for the
tax year. Each Taxable U.S. Shareholder will be deemed to have paid its share of
the tax paid by the Combined Company, which tax will be credited or refunded to
such Taxable U.S. Shareholder.

Passive Activity Loss and Investment Interest Limitations

      Distributions, including deemed distributions of undistributed net
long-term capital gain, from the Combined Company and gain from the disposition
of FSP Common Stock will not be treated as passive activity income, and
therefore Taxable U.S. Shareholders who are subject to the passive loss
limitation rules of the Code will not be able to apply any passive activity
losses against such income. Distributions from the Combined Company, to the
extent they do not constitute a return of capital, generally will be treated as
investment income for purposes of the investment income limitation on
deductibility of investment interest. However, net capital gain from the
disposition of FSP Common Stock or capital gain dividends, including deemed
distributions of undistributed net long-term capital gains, generally will be
excluded from investment income.

Sale of FSP Common Stock

      Upon the sale of FSP Common Stock, a Taxable U.S. Shareholder generally
will recognize gain or loss equal to the difference between the amount realized
on such sale and the holder's tax basis in the stock sold. To the extent that
the FSP Common Stock is held as a capital asset by the Taxable U.S. Shareholder,
the gain or loss will be a long-term capital gain or loss if the stock has been
held for more than a year, and will be a short-term capital gain or loss if the
stock has been held for a shorter period. In general, however, any loss upon a
sale of the FSP Common Stock by a Taxable U.S. Shareholder who has held such
stock for six months or less (after applying certain holding period rules) will
be treated as a long-term capital loss to the extent that distributions from the
Combined Company were required to be treated as long-term capital gain by that
holder.

5. Taxation of Tax-Exempt Shareholders

      Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts (collectively, "Exempt
Organizations"), generally are exempt from federal income taxation. Exempt
Organizations are subject to tax, however, on their unrelated business taxable
income ("UBTI"). UBTI is defined as the gross income derived by an Exempt
Organization from an unrelated trade or business, less the deductions directly
connected with that trade or business, subject to certain exceptions. While many
investments in real estate


                                      154


generate UBTI, the Internal Revenue Service has issued a ruling that dividend
distributions from a real estate investment trust to an exempt employee pension
trust do not constitute UBTI, provided that the shares of the real estate
investment trust are not otherwise used in an unrelated trade or business of the
exempt employee pension trust. Based on that ruling, amounts distributed to
Exempt Organizations generally should not constitute UBTI. However, if an Exempt
Organization finances its acquisition of FSP Common Stock with debt, a portion
of its income from the Combined Company will constitute UBTI pursuant to the
"debt-financed property" rules.

      In addition, in certain circumstances, a pension trust that owns more than
10% of the stock of the Combined Company will be required to treat a percentage
of the dividends paid by the Combined Company as UBTI based upon the percentage
of the Combined Company's income that would constitute UBTI to the Shareholder
if received directly by it. This rule applies to a pension trust holding more
than 10% (by value) of the FSP Common Stock only if (i) the percentage of the
income from the Combined Company that is UBTI (determined as if the Combined
Company were a pension trust) is at least 5% and (ii) the Combined Company is
treated as a "pension-held REIT." The Combined Company does not expect to
receive significant amounts of income that would be considered UBTI if received
directly by a pension trust and does not expect to qualify as a "pension-held
REIT."

6. Taxation of Non-U.S. Shareholders

General

      The rules governing United States federal income taxation of nonresident
alien individuals, foreign corporations, foreign partnerships, foreign trusts
and certain other foreign stockholders (collectively, "Non-U.S. Shareholders")
are complex and no attempt is made herein to provide more than a general summary
of such rules. This discussion does not consider the tax rules applicable to all
Non-U.S. Shareholders and, in particular, does not consider the special rules
applicable to U.S. branches of foreign banks or insurance companies or certain
intermediaries. NON-U.S. SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS
TO DETERMINE THE IMPACT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS WITH
REGARD TO THE MERGER AND THE OWNERSHIP OF THE FSP COMMON STOCK, INCLUDING ANY
REPORTING AND WITHHOLDING REQUIREMENTS.

Ordinary Dividends

General

      Distributions to Non-U.S. Shareholders that are not attributable to gain
from sales or exchanges by the Combined Company of United States real property
interests and are not designated by the Combined Company as capital gain
dividends (or deemed distributions of retained capital gains) will be treated as
ordinary dividends to the extent that they are made out of current or
accumulated earnings and profits of the Combined Company. Any portion of a
distribution in excess of current and accumulated earnings and profits of the
Combined Company will not be taxable to a Non-U.S. Shareholder to the extent
that such distribution does not exceed


                                      155


the adjusted basis of the Shareholder in the FSP Common Stock, but rather will
reduce the adjusted basis of such stock. To the extent that the portion of the
distribution in excess of current and accumulated earnings and profits exceeds
the adjusted basis of a Non-U.S. Shareholder for the FSP Common Stock, such
excess generally will be treated as gain from the sale or disposition of the
stock and will be taxed as described below.

Withholding

      Dividends paid to Non-U.S. Shareholders may be subject to U.S. withholding
tax. If an income tax treaty does not apply and the Non-U.S. Shareholder's
investment in the FSP Common Stock is not effectively connected with a trade or
business conducted by the Non-U.S. Shareholder in the United States (or if a tax
treaty does apply and the investment in the FSP Common Stock is not attributable
to a United States permanent establishment maintained by the Non-U.S.
Shareholder), ordinary dividends (i.e., distributions out of current and
accumulated earnings and profits) will be subject to a U.S. withholding tax at a
30% rate, or, if an income tax treaty applies, at a lower treaty rate. Because
the Combined Company generally cannot determine at the time that a distribution
is made whether or not it will be in excess of earnings and profits, the
Combined Company intends to withhold on the gross amount of each distribution at
the 30% rate (or lower treaty rate) (other than distributions subject to the 35%
FIRPTA withholding rules described below). To receive a reduced treaty rate, a
Non-U.S. Shareholder must furnish the Combined Company or its paying agent with
a duly completed Form W-8BEN (or authorized substitute form) certifying such
holder's qualification for the reduced rate. Generally, a Non-U.S. Shareholder
will be entitled to a refund from the Internal Revenue Service to the extent the
amount withheld by the Combined Company from a distribution exceeds the amount
of United States tax owed by such Shareholder.

      In the case of a Non-U.S. Shareholder that is a partnership or a trust,
the withholding rules for a distribution to such a partnership or trust will be
dependent on numerous factors, including (1) the classification of the type of
partnership or trust, (2) the status of the partner or beneficiary, and (3) the
activities of the partnership or trust. Non-U.S. Shareholders that are
partnerships or trusts are urged to consult their tax advisors regarding the
withholding rules applicable to them based on their particular circumstances.

      If an income tax treaty does not apply, ordinary dividends that are
effectively connected with the conduct of a trade or business within the U.S. by
a Non-U.S. Shareholder (and, if a tax treaty applies, ordinary dividends that
are attributable to a United States permanent establishment maintained by the
Non-U.S. Shareholder) are exempt from U.S. withholding tax. In order to claim
such exemption, a Non-U.S. Shareholder must provide the Combined Company or its
paying agent with a duly completed Form W-8ECI (or authorized substitute form)
certifying such holder's exemption. However, ordinary dividends exempt from U.S.
withholding tax because they are effectively connected or are attributable to a
United States permanent establishment maintained by the Non-U.S. Shareholder
generally are subject to U.S. federal income tax on a net income basis at
regular graduated rates. In the case of Non-U.S. Shareholders that are
corporations, any effectively connected ordinary dividends or ordinary dividends
attributable to a United States permanent establishment maintained by the
Non-U.S.


                                      156


Shareholder may, in certain circumstances, be subject to an additional branch
profits tax at a 30% rate, or lower rate specified by an applicable income tax
treaty.

Capital Gain Dividends

General

      For any year in which the Combined Company qualifies as a real estate
investment trust, distributions that are attributable to gain from sales or
exchanges by the Combined Company of United States real property interests will
be taxed to a Non-U.S. Shareholder under the provisions of the Foreign
Investment in Real Property Tax Act of 1980 ("FIRPTA"). Under FIRPTA,
distributions attributable to gain from sales of United States real property are
taxed to a Non-U.S. Shareholder as if such gain were effectively connected with
a United States trade or business. Non-U.S. Shareholders thus would be taxed at
the regular capital gain rates applicable to Taxable U.S. Shareholders (subject
to the applicable alternative minimum tax and a special alternative minimum tax
in the case of nonresident alien individuals). Distributions subject to FIRPTA
also may be subject to a 30% branch profits tax in the hands of a corporate
Non-U.S. Shareholder not otherwise entitled to treaty relief or exemption.

Withholding

      Under FIRPTA, the Combined Company is required to withhold 35% of any
distribution that is designated as a capital gain dividend or which could be
designated as a capital gain dividend. Moreover, if the Combined Company
designates previously made distributions as capital gain dividends, subsequent
distributions (up to the amount of the prior distributions so designated) will
be treated as capital gain dividends for purposes of FIRPTA withholding.

Sale of FSP Common Stock

      A Non-U.S Shareholder generally will not be subject to United States
federal income tax under FIRPTA with respect to gain recognized upon a sale of
FSP Common Stock, provided that the Combined Company is a
"domestically-controlled REIT." A domestically-controlled REIT generally is
defined as a real estate investment trust in which at all times during a
specified testing period less than 50% in value of the stock was held directly
or indirectly by non-U.S. persons. Although currently it is anticipated that the
Combined Company will be a domestically-controlled REIT, and, therefore, that
the sale of FSP Common Stock will not be subject to taxation under FIRPTA, there
can be no assurance that the Combined Company will, at all relevant times, be a
domestically-controlled REIT. If the gain on the sale of FSP Common Stock were
subject to taxation under FIRPTA, a Non-U.S. Shareholder would be subject to the
same treatment as Taxable U.S. Shareholders with respect to such gain (subject
to the applicable alternative minimum tax and a special alternative minimum tax
in the case of nonresident alien individuals). In addition, a purchaser of FSP
Common Stock from a Non-U.S. Shareholder subject to taxation under FIRPTA
generally would be required to deduct and withhold a tax equal to 10% of the
amount realized by a Non-U.S. Shareholder on the disposition. Any amount
withheld would be creditable against the Non-U.S. Shareholder's FIRPTA tax
liability.


                                      157


      Even if gain recognized by a Non-U.S. Shareholder upon the sale of FSP
Common Stock is not subject to FIRPTA, such gain generally will be taxable to
such Shareholder if:

            o     an income tax treaty does not apply and the gain is
                  effectively connected with a trade or business conducted by
                  the Non-U.S. Shareholder in the United States (or, if an
                  income tax treaty applies and the gain is attributable to a
                  United States permanent establishment maintained by the
                  Non-U.S. Shareholder), in which case, unless an applicable
                  treaty provides otherwise, a Non-U.S. Shareholder will be
                  taxed on his or her net gain from the sale at regular
                  graduated U.S. federal income tax rates. In the case of a
                  Non-U.S. Shareholder that is a corporation, such Shareholder
                  may be subject to an additional branch profits tax at a 30%
                  rate, unless an applicable income tax treaty provides for a
                  lower rate and the Shareholder demonstrates its qualification
                  for such rate; or

            o     the Non-U.S. Shareholder is a nonresident alien individual who
                  holds the FSP Common Stock as a capital asset and was present
                  in the United States for 183 days or more during the taxable
                  year (as determined under the Code) and certain other
                  conditions apply, in which case the Non-U.S. Shareholder will
                  be subject to a 30% tax on capital gains.

Estate Tax Considerations

      The value of FSP Common Stock owned, or treated as owned, by a Non-U.S.
Shareholder who is a nonresident alien individual at the time of his or her
death will be included in the individual's gross estate for United States
federal estate tax purposes, unless otherwise provided in an applicable estate
tax treaty.

7. Information Reporting and Backup Withholding

      The Combined Company is required to report to its Shareholders and to the
Internal Revenue Service the amount of distributions paid during each tax year,
and the amount of tax withheld, if any. These requirements apply even if
withholding was not required with respect to payments made to a Shareholder. In
the case of Non-U.S. Shareholders, the information reported may also be made
available to the tax authorities of the Non-U.S. Shareholder's country of
residence, if an applicable income tax treaty so provides.

      Backup withholding generally may be imposed at a rate of 30% (the rate is
scheduled to decrease to 29% in 2004, and 28% in 2006) on certain payments to a
Shareholder unless the Shareholder (i) furnishes certain information, or (ii) is
otherwise exempt from backup withholding.

      A Shareholder who does not provide the Combined Company with his or her
correct taxpayer identification number also may be subject to penalties imposed
by the IRS. In addition, the Combined Company may be required to withhold a
portion of capital gain distributions to any Shareholders who fail to certify
their non-foreign status to the Combined Company


                                      158


      Shareholders should consult their own tax advisors regarding their
qualification for an exemption from backup withholding and the procedure for
obtaining an exemption. Backup withholding is not an additional tax. Rather, the
amount of any backup withholding with respect to a distribution to a Shareholder
will be allowed as a credit against such holder's United States federal income
tax liability and may entitle the Shareholder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

      In general, backup withholding and information reporting will not apply to
a payment of the proceeds of the sale of FSP Common Stock by a Non-U.S.
Shareholder by or through a foreign office of a foreign broker effected outside
of the United States; provided, however, that foreign brokers having certain
connections with the United States may be obligated to comply with the backup
withholding and information reporting rules. Information reporting (but not
backup withholding) will apply, however, to a payment of the proceeds of a sale
of FSP Common Stock by foreign offices of certain brokers, including foreign
offices of a broker that:

            o     is a United States person;

            o     derives 50% or more of its gross income for certain periods
                  from the conduct of a trade or business in the United States;
                  or

            o     is a "controlled foreign corporation" for United States tax
                  purposes.

      Information reporting will not apply in the above cases if the broker has
documentary evidence in its records that the holder is a Non-U.S. Shareholder
and certain conditions are met, or the Non-U.S. Shareholder otherwise
establishes an exemption.

      Payment to or through a United States office of a broker of the proceeds
of a sale of FSP Common Stock is subject to both backup withholding and
information reporting unless the Shareholder certifies in the manner required
that he or she is a Non-U.S. Shareholder and satisfies certain other
qualifications under penalties of perjury or otherwise establishes an exemption.

8. State and Local Tax

      The discussion herein concerns only the United States federal income tax
treatment likely to be accorded to the Combined Company and its Shareholders. No
consideration has been given to the state and local tax treatment of such
parties. The state and local tax treatment may not conform to the federal
treatment described above. As a result, a Shareholder should consult his or her
own tax advisor regarding the specific state and local tax consequences of the
Merger and ownership and sale of FSP Common Stock in the Combined Company.


                                      159


                                  LEGAL MATTERS

      Hale and Dorr LLP, Boston, Massachusetts, will deliver opinions to the
effect that (i) upon consummation of the Mergers, the shares of FSP Common Stock
in the Combined Company offered pursuant to the Merger Agreement will be validly
issued, fully paid and nonassessable and (ii) the Mergers should be treated for
federal income tax purposes as tax-free transactions and the discussion under
"Material United States Federal Income Tax Considerations", to the extent it
involves matters of law, is accurate in all material respects.

                              STOCKHOLDER PROPOSALS


      Proposals of stockholders intended to be included in FSP Corp.'s proxy
statement for the 2004 Annual Meeting of Stockholders must be received by FSP
Corp. at its principal office not later than February 6, 2004.

      If a stockholder who wishes to make a proposal at the 2004 Annual
Meeting--other than one that will be included in FSP Corp.'s proxy
materials--does not notify FSP Corp. by March 7, 2004, the proxies that
management solicits for the meeting will have discretionary authority to vote on
the stockholder's proposal if it is properly brought before the meeting.


                                                  By Order of the FSP Board,

                                                  /s/ Barbara J. Corinha

                                                  Barbara J. Corinha, Secretary


May 13, 2003


      The FSP Board hopes that stockholders will attend the meeting. Whether or
not you plan to attend, you are urged to complete, date, sign and return the
enclosed Proxy in the accompanying envelope. Prompt response will greatly
facilitate arrangements for the meeting and your cooperation will be
appreciated. FSP Stockholders who attend the meeting may vote their stock
personally even though they have sent in their proxies.


                                      160


Index to Financial Statements

Entity                        Period covered                               Page
------                        --------------                               ----

FSP Corp.        Years ended December 31, 2002, 2001 and 2000............  F-2

Forest Park      Year ended December 31, 2002............................  F-30
                 Year ended December 31, 2001............................  F-46
                 Year ended December 31, 2000............................  F-55
                 Period from date of inception to December 31, 1999......  F-65

The Gael         Year ended December 31, 2002............................  F-76
                 Year ended December 31, 2001............................  F-90
                 Period from date of inception to December 31, 2000......  F-99

Goldentop        Year ended December 31, 2002............................  F-109
                 Year ended December 31, 2001............................  F-125
                 Period from date of inception to December 31, 2000......  F-134

Centennial       Year ended December 31, 2002............................  F-144
                 Year ended December 31, 2001............................  F-160
                 Period from date of inception to December 31, 2000......  F-169

Meadow Point     Year ended December 31, 2002............................  F-179
                 Period from date of inception to December 31, 2001......  F-195

Timberlake       Year ended December 31, 2002............................  F-204
                 Period from date of inception to December 31, 2001......  F-221

Federal Way      Year ended December 31, 2002............................  F-230
                 Period from date of inception to December 31, 2001......  F-247

Fair Lakes       Year ended December 31, 2002............................  F-256
                 Period from date of inception to December 31, 2001......  F-273

Northwest Point  Year ended December 31, 2002............................  F-282
                 Period from date of inception to December 31, 2001......  F-299

Timberlake East  Period from date of inception to December 31, 2002......  F-309

Merrywood        Period from date of inception to December 31, 2002......  F-328

Plaza Ridge I    Period from date of inception to December 31, 2002......  F-344

Park Ten         Period from date of inception to December 31, 2002......  F-363

                                      F-1


                        Franklin Street Properties Corp.

                   Index to Consolidated Financial Statements

Reports of Independent Certified Public Accountants ......................  F-3

Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2002, 2001 and 2000 .......  F-5

Consolidated Statements of Partners' Capital for the years ended
      December 31, 2002, 2001 and 2000 ...................................  F-7

Consolidated Statements of Cash Flows for the years ended
      December 31, 2002, 2001 and 2000 ...................................  F-8

Notes to Consolidated Financial Statements ...............................  F-9

Financial Statement Schedule -- Schedule III .............................  F-28

All other schedules for which a provision is made in the applicable accounting
resolutions of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

                                      F-2


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Franklin Street Properties Corp.:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and cash flows present fairly, in all material
respects, the financial position of Franklin Street Properties Corp. (the
"Company") at December 31, 2002 and 2001, and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 2002
in conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule listed
in the accompanying index presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
March 5, 2003

                                      F-3


               Report of Independent Certified Public Accountants

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

We have audited the accompanying consolidated statements of income and cash
flows of Franklin Street Partners Limited Partnership and subsidiaries for the
year ended December 31, 2000. We have also audited the schedule listed in the
accompanying index as it relates to the December 31, 2000 year end. These
financial statements and schedule 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 auditing standards generally accepted
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 and schedule are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements and schedule.
We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Franklin Street Partners Limited Partnership and subsidiaries for the year ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States of America.

Also, in our opinion, the schedule, as it relates to the December 31, 2000 year
end, presents fairly, in all material respects, the information set forth
therein.

                                                                BDO Seidman, LLP

Boston, Massachusetts
February 27, 2001, except Note 4
which is as of December 31, 2001

                                      F-4


                        Franklin Street Properties Corp.
                           Consolidated Balance Sheets



                                                                                 December 31,
                                                                           ------------------------
(in thousands, except share/unit and par value amounts)                       2002        2001
===================================================================================================
                                                                                        (Limited
                                                                             (REIT)    Partnership)

                                                                                  
Assets:

Real estate assets:
         Land                                                              $  39,560    $  39,560
         Buildings and improvements                                          154,785      153,632
         Fixtures and equipment                                                  930          920
---------------------------------------------------------------------------------------------------

                                                                             195,275      194,112

         Less accumulated depreciation                                        21,999       17,419
---------------------------------------------------------------------------------------------------

Real estate assets, net                                                      173,276      176,693

Cash and cash equivalents                                                     22,316       24,357
Restricted cash                                                                  483          495
Tenant rent receivables, less allowance for doubtful accounts
   of $202 and $210, respectively                                                327           63
Straight-line rent receivable, less allowance for doubtful accounts
   of $360 and $0, respectively                                                3,057        1,371
Prepaid expenses                                                                 743          504
Deposits on real estate assets                                                   841           --
Office computers and furniture, net of accumulated
   depreciation of $389 and $215, respectively                                   234          397
Deferred leasing commissions, net of accumulated amortization
   of $289, and $96, respectively                                                659          237
---------------------------------------------------------------------------------------------------

         Total assets                                                      $ 201,936    $ 204,117
===================================================================================================


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-5


                        Franklin Street Properties Corp.
                           Consolidated Balance Sheets



                                                                                 December 31,
                                                                            -----------------------
(in thousands, except share/unit and par value amounts)                        2002       2001
===================================================================================================
                                                                                        (Limited
                                                                              (REIT)   Partnership)
                                                                                  
Liabilities and Stockholders' Equity/Partners' Capital:

Liabilities:

   Accounts payable and accrued expenses                                    $   3,001   $   2,112
   Accrued compensation                                                         1,287       1,747
   Tenant security deposits                                                       483         495
---------------------------------------------------------------------------------------------------

         Total liabilities                                                      4,771       4,354
---------------------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' Equity/Partners' Capital:
   Preferred Stock, $.0001 par value, 20,000,000 shares
      authorized, none issued or outstanding                                                   --
   Common Stock, $.0001 par value, 180,000,000 shares
       authorized, 24,630,247 shares issued and outstanding                         2          --
   Additional paid-in capital                                                 192,743          --
   Limited partnership units, 23,637,750 units issued
       and outstanding                                                             --     203,348
   General partnership units, 948,499 units issued and
       outstanding                                                                 --      (3,585)
   Retained earnings                                                            4,420          --
---------------------------------------------------------------------------------------------------

       Total Stockholders' Equity/Partners' Capital                           197,165     199,763
---------------------------------------------------------------------------------------------------

       Total Liabilities and Stockholders' Equity/Partners' Capital         $ 201,936   $ 204,117
===================================================================================================


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-6


                        Franklin Street Properties Corp.
                        Consolidated Statements of Income



                                                                      For the Year Ended
                                                                         December 31,
                                                            ---------------------------------------
(in thousands, except per share/unit amounts)                 2002          2001          2000
===================================================================================================
                                                                         (Limited       (Limited
                                                             (REIT)     Partnership)   Partnership)
                                                                               
Revenue:
     Rental                                                 $ 27,408      $ 26,765      $ 25,434
     Syndication fees                                         13,720        13,000         4,036
     Transaction fees                                         13,091        12,701         3,538
     Sponsored REIT income                                     1,387           860            --
     Interest and other                                        1,232         1,726         1,785
---------------------------------------------------------------------------------------------------

         Total revenue                                        56,838        55,052        34,793
---------------------------------------------------------------------------------------------------

Expenses:
     Selling, general and administrative                       5,094         5,229         3,073
     Commissions                                               6,824         6,525         3,422
     Shares/units issued as compensation                         604         1,744         2,300
     Rental operating expenses                                 6,466         7,026         6,489
     Depreciation and amortization                             4,947         4,797         4,613
     Real estate taxes and insurance                           3,130         2,900         2,473
     Sponsored REIT expenses                                     868           605            --
     Interest                                                    894           818           860
---------------------------------------------------------------------------------------------------

         Total expenses                                       28,827        29,644        23,230
---------------------------------------------------------------------------------------------------

     Income before minority interests                         28,011        25,408        11,563

     Income applicable to minority interests                      --            40         2,649
---------------------------------------------------------------------------------------------------

     Income before taxes                                      28,011        25,368         8,914

     Taxes on income                                             699            --            --
---------------------------------------------------------------------------------------------------

     Net income                                             $ 27,312      $ 25,368      $  8,914
===================================================================================================

Allocation of net income to:
     Common Shareholders                                    $ 27,312      $     --      $     --
     Limited Partners                                             --        24,386         8,539
     General Partner                                              --           982           375
---------------------------------------------------------------------------------------------------

                                                            $ 27,312      $ 25,368      $  8,914
===================================================================================================

Weighted average number of shares/units outstanding,
     respectively, basic and diluted                          24,606        24,512        18,974
===================================================================================================

Net income per share and per limited and general
     partnership unit, respectively, basic and diluted      $   1.11      $   1.03      $    .47
===================================================================================================


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-7


                        Franklin Street Properties Corp.
                      Consolidated Statements of Cash Flows



                                                                                  For the Year Ended December 31,
                                                                            -----------------------------------------
                                                                               2002            2001            2000
=====================================================================================================================
                                                                                         (in thousands)

                                                                                                   
Cash flows from operating activities:
     Net income                                                             $  27,312       $  25,368       $   8,914
     Adjustments to reconcile net income to net cash provided by
         operating activities:
              Depreciation and amortization                                     4,947           4,797           4,613
              Shares/units issued as compensation                                 604           1,744           2,300
              Minority interests                                                   --              40           2,649
         Changes in operating assets and liabilities:
              Restricted cash                                                      12               4             (10)
              Tenant rent receivables                                            (264)           (196)           (665)
              Straight-line rents, net                                         (1,686)             --              --
              Prepaid expenses and other assets, net                             (239)            162            (601)
              Accounts payable and accrued expenses                              (858)            537          (2,865)
              Accrued compensation                                              1,287           1,041             336
              Tenant security deposits                                            (12)             (4)             10
         Payment of deferred leasing commissions                                 (615)            (87)           (144)
---------------------------------------------------------------------------------------------------------------------

                  Net cash provided by operating activities                    30,488          33,406          14,537
---------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Purchase of real estate assets and office computer and furniture          (1,174)           (733)         (9,952)
     Deposits on real estate assets                                              (841)             --              --
     Distributions from (investment in) affiliated Sponsored Entity                --          16,734         (16,734)
     Proceeds from (purchase of) marketable securities                             --           5,322          (5,322)
     Proceeds received on sales of land                                            --             442             927
---------------------------------------------------------------------------------------------------------------------

                  Net cash provided by (used for) investing activities         (2,015)         21,765         (31,081)
---------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
     Distributions to stockholders/partners                                   (30,514)        (27,929)        (16,558)
     Distributions to minority interests in consolidated entities                  --            (103)         (4,506)
     Borrowings under bank note payable                                            --              --          16,500
     Repayments of bank note payable                                               --         (16,500)        (23,522)
     Capital contributions from minority interest holders                          --              --          39,829
---------------------------------------------------------------------------------------------------------------------

                  Net cash provided by (used for) financing activities        (30,514)        (44,532)         11,743
---------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                           (2,041)         10,639          (4,801)

Cash and cash equivalents, beginning of year                                   24,357          13,718          18,519
---------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                                      $  22,316       $  24,357       $  13,718
=====================================================================================================================

Supplemental disclosure of cash flow information:
     Cash paid for:
         Interest                                                           $     894       $     818       $     860
         Taxes on income                                                    $     390       $      --       $      --

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 $6.6 million during the year
      ended December 31, 2000.


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-8


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

1. Organization

Franklin Street Properties Corp. (the "Company", formally known as Franklin
Street Partners Limited Partnership, the "Partnership", prior to January 1,
2002) was formed as a Massachusetts limited partnership on February 4, 1997.
Prior to July 1, 2001 the Partnership owned 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"). Effective
July 1, 2001, FSP Holdings purchased the remaining 1% interest of FSP
Investments and FSP Property Management for approximately $30,000. The Company
also has a non-controlling common stock interest in sixteen corporations
organized to operate as Real Estate Investment Trusts ("REITs").

The Company operates in two business segments: rental operations and investment
services. FSP Investments provides real estate investment and broker/dealer
services. FSP Investments' services include: (i) the organization of REIT
entities subsequent to July, 2000 (the "Sponsored REITs") and limited
partnerships prior to June, 2000 (the "Sponsored Partnerships" and, together
with the Sponsored REITs, the "Sponsored Entities"), 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 Sponsored REITs or
limited partnership interests in Sponsored Partnerships. FSP Property Management
provides asset management and property management services for the Sponsored
Entities.

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

In December 2001 the limited partners of the Partnership approved the conversion
of the Partnership from a partnership into a corporation and the subsequent
election to be taxed as a REIT. As a REIT, the Company is entitled to a tax
deduction for dividends paid to its shareholders, thereby effectively subjecting
the distributed net income of the Company to taxation at the shareholder level
only, provided it annually distributes at least 90% of its taxable income and
meets certain other qualifications. The conversion, which was effective January
1, 2002, was accomplished, as a tax-free reorganization, by merging the
Partnership with and into a wholly owned subsidiary, Franklin Street Properties
Corp., with the subsidiary as the surviving entity. As part of the conversion
into a REIT, FSP Investments elected to be a taxable REIT subsidiary and will
incur income taxes at normal tax rates.

The REIT will be taxed under Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended December 31,
2002.

2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include all of the accounts
of the Company and majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Prior to the mergers in 2000 and 1999, FSP Holdings was the general partner and
owned a 5% controlling general partner interest in each of the Sponsored
Partnerships. FSP Holdings had the exclusive rights and powers to manage and
control the business of each Sponsored Partnership without the consent or
approval of the limited partners. The limited partners in the Sponsored
Partnerships could not elect to replace the general partner, except for cause.
Accordingly, the Sponsored Partnerships were accounted for under the principles
of accounting applicable to investments in subsidiaries in accordance with
Statement of Position 78-9 and these entities were consolidated into the
Partnership's financial statements.

Business Segments

The Company 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 its financial statements.

                                      F-9


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

2. Significant Accounting Policies (continued)

Minority Interests in Consolidated Entities

Minority interests included in the Partnership's consolidated statements of
income represents the minority interest holders' share of the income 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 less cash distributions. Cash distributions paid to minority interest
holders were approximately $0, $103,000, and $4,506,000 for the years ended
December 31, 2002, 2001, and 2000, respectively.

Estimates and Assumptions

The Company prepares its financial statements and related notes in conformity
with accounting principles generally accepted in the United States of America
("GAAP"). These principles require 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Reclassifications

Certain balances in the 2001 and 2000 financial statements have been
reclassified to conform to the 2002 presentation.

Investments in REITs

Common stock investments in Sponsored REITs are accounted for using the equity
method as the Company exercises significant influence over, but does not
control, these entities. Under the equity method of accounting, the Company's
cost is subsequently adjusted by its share of the Sponsored REITs' earnings.
Equity in the losses of Sponsored REITs is 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.

Subsequent to the completion of the offering of preferred shares, there were no
dividends received or income recognized, from the Sponsored REITs for the years
ended December 31, 2002, 2001 and 2000.

Real Estate and Depreciation

Real estate assets are stated at the lower of cost, less accumulated
depreciation, or fair value, as appropriate, which in the opinion of management
are not in excess of an individual property's estimated undiscounted cash flow.

Costs related to property acquisition and improvements are capitalized. Typical
capital items include new roofs, site improvements, various exterior building
improvements and major interior renovations. Funding for capital improvements
typically is provided by cash set aside at the time the property was acquired by
the Sponsored Entity.

Routine replacements and ordinary maintenance and repairs that do not extend the
life of the asset are expensed as incurred. Typical expense items include
interior painting, landscaping, minor carpet replacements and residential
appliances. Funding for repairs and maintenance items typically is provided by
cash flows from operating activities. Depreciation is computed using the
straight-line method over the assets' estimated useful lives as follows:

             Category                                 Years
             --------                                 -----
      Buildings:
         Residential                                    27
         Commercial                                     39
      Building Improvements                           15-39
      Furniture and equipment                          5-7

                                      F-10


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

2. Significant Accounting Policies (continued)

Real Estate and Depreciation (continued)

The Company accounts for properties as held for sale under the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets", which typically occurs upon:
the execution of a purchase and sale agreement; and, management believes that
the sale or disposition is probable of occurrence within one year. Upon
determining that a property is held for sale, the Company discontinues
depreciating the property and reflects the property at the lower of its carrying
amount or fair value less the cost to sell in its consolidated balance sheets.
The Company reports the results of operations of its properties classified as
discontinued operations in its statements of income if no significant continuing
involvement exists after the sale or disposition. As the Company typically
retains a common stock ownership in a Sponsored Entity following syndication,
and earns an ongoing asset and property management fee, transaction fee revenue
and the results of operations are not classified as discontinued operations due
to its continuing involvement.

The Company periodically reviews its properties to determine if their carrying
amounts will be recovered from future operating cash flows. The evaluation of
anticipated cash flows is highly subjective and is based in part on assumptions
regarding future occupancy, rental rates and capital requirements that could
differ materially from actual results in future periods. Since cash flows are
considered on an undiscounted basis in the analysis that the Company conducts to
determine whether an asset has been impaired, the Company's strategy of holding
properties over the long term directly decreases the likelihood of recording an
impairment loss. If the Company's strategy changes or market conditions
otherwise dictate an earlier sale date, an impairment loss may be recognized. If
the Company determines that an impairment has occurred, the affected assets must
be reduced to their fair value. No such impairment losses have been recognized
to date.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

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 Securities

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

There were no investments in marketable securities at December 31, 2002 or 2001.

Concentration of Credit Risks

Cash, cash equivalents and short-term investments are financial instruments that
potentially subject the Company to a concentration of credit risk. The Company
maintains its cash balances and short-term investments principally in one bank
which the Company believes to be creditworthy. The Company periodically assesses
the financial condition of the bank and believes that the risk of loss is
minimal. Cash balances held with various financial institutions frequently
exceed the insurance limit of $100,000 provided by the Federal Deposit Insurance
Corporation.

Financial Instruments

The Company estimates that the carrying value of cash and cash equivalents,
restricted cash, marketable securities and the bank note payable approximate
their fair values based on their short-term maturity and prevailing interest
rates.

                                      F-11


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

2. Significant Accounting Policies (continued)

Straight-line Rent Receivable

Certain leases provide for fixed rent increases over the life of the lease.
Rental revenue is recognized on a straight-line basis over the related lease
term; however, billings by the Company are based on required minimum rentals in
accordance with the lease agreements. Straight-line rent receivable, which is
the cumulative revenue recognized in excess of amounts billed by the Company, is
$3,057,000 and $1,371,000 at December 31, 2002 and 2001, respectively. The
Company provides an allowance for doubtful accounts based on its estimate of a
tenant's ability of its tenants to make future rent payments. The computation of
this allowance is based in part on the tenants' payment history and current
credit status.

Deferred Leasing Commissions

Deferred leasing commissions represent direct and incremental external leasing
costs incurred in the leasing of commercial space. These costs are capitalized
and are amortized on a straight-line basis over the terms of the related lease
agreements. Amortization expense was approximately $193,000, $222,000 and
$146,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

Revenue Recognition

Rental Revenue - Rental revenue includes income from leases, certain
reimbursable expenses, straight-line rent adjustments and other income
associated with renting the property. A summary of rental revenue is shown in
the following table:

                                                 Year Ending
      (in thousands)                             December 31,
                                    ---------------------------------------
                                       2002         2001          2000
      =====================================================================
      Income from leases             $ 22,151     $ 22,832      $ 22,260
      Straight-line rent adjustment     1,686          797           185
      Reimbursable expenses             3,393        2,875         2,811
      Other                               178          261           178
      ---------------------------------------------------------------------

           Total                    $  27,408     $ 26,765      $ 25,434
      =====================================================================

Rental Revenue, Commercial Properties -- The Company has retained substantially
all of the risks and benefits of ownership of the Company's commercial
properties and accounts for its leases as operating leases. Rental income from
leases, which include rent concessions (including free rent and tenant
improvement allowances) and scheduled increases in rental rates during the lease
term, is recognized on a straight-line basis. The Company does not have any
percentage rent arrangements with its commercial property tenants. Reimbursable
costs are included in rental income in the period earned.

Rental Revenue, Residential Apartments -- The Company's residential property
leases are generally for terms of one year or less. Rental income from tenants
of residential apartment properties is recognized in the period earned. Rent
concessions, including free rent and leasing commissions incurred in connection
with residential property leases, are expensed as incurred.

Investment Banking Services -- Syndication fees ranging from 6% to 8% of the
gross offering proceeds from the sale of securities in Sponsored Entities are
generally recognized upon an investor closing; at that time the Company has
provided all required services, the fee is fixed and collected, and no further
contingencies exist. Commission expense ranging from 3% to 4% of the gross
offering proceeds is recorded in the period the related syndication fee is
earned. There is typically more than one investor closing in the syndication of
a Sponsored Entity.

                                      F-12


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

2. Significant Accounting Policies (continued)

Investment Banking Services -- Transaction fees are generally recognized upon
the final investor closing of a Sponsored Entity. The final investor closing is
the last admittance of investors into a Sponsored Entity; at that time, required
funds have been received from the investors, charges relating to the syndication
have been paid or accrued, continuing investment and continuing involvement
criteria have been met, and legal and economic rights have been transferred.
Third party transaction-related costs are deferred and later expensed to match
revenue recognition. Internal costs are expensed as incurred.

The Company follows the requirements for profit recognition as set forth by
Statement of Financial Accounting Standards No. 66 "Accounting for Sales of Real
Estate" and Statement of Position 92-1 "Accounting for Real Estate Syndication
Income".

Sponsored REIT Income and Expenses

Sponsored REIT rental revenue and Sponsored REIT rental expense represent
revenues and expenses from a Sponsored REIT prior to the final syndication of
preferred shares.

Interest and Other

Interest income and other income, including property and asset management fees,
are recognized when the related services are performed and the earnings process
is complete.

Income Taxes

Taxes on income for the year ended December 31, 2002 represent taxes incurred by
a subsidiary of the Company that has elected to be a taxable REIT subsidiary. No
provision has been made for Federal or state income taxes in the consolidated
financial statements in 2001 and 2000 of the Partnership.

Net Income Per Share/Unit

The Company follows Statement of Financial Accounting Standards No. 128
"Earnings per Share", which specifies the computation, presentation and
disclosure requirements for the Company's net income per share/partnership unit.
Basic net income per share/unit is computed by dividing net income by the
weighted average number of shares/units outstanding during period. Diluted net
income per share/unit 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 December 31, 2002,
2001, and 2000. The denominator used for calculating basic and diluted net
income per share/unit is as follows:

                                              Year Ended December 31,
                                     -----------------------------------------
                                         2002          2001          2000
      ========================================================================
      Weighted average number of
      shares/units outstanding
          Common shares              24,606,405              --            --
          Limited partners                   --      23,563,079    18,025,059
          General partner                    --         948,499       948,499
      ------------------------------------------------------------------------
                                     24,606,405      24,511,578    18,973,558
      ========================================================================

                                      F-13


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

2. Significant Accounting Policies (continued)

Recent Accounting Standards

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of the fair value
can be made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. This Statement will be effective at
the beginning of 2003. The Company has reviewed the provisions of SFAS 143 and
believes that the impact of adoption will not be material to its financial
position, results of operations and cash flows.

In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". This Statement supersedes SFAS No. 121 and
requires that long-lived assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. SFAS No. 144
retains the fundamental provisions of SFAS 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used, and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. This Statement was
effective at the beginning of 2002. The impact of adoption did not have a
material impact on the Company's financial position, results of operations and
cash flows. The Company does not have any real estate assets that it considers
"held for sale" at December 31, 2002.

In April 2002, the FASB issued SFAS No. 145 "Rescission of FAS Nos. 4, 44, and
64, Amendment of FAS 13, and Technical Corrections". This Statement rescinds
FASB No. 4, "Reporting Gains and Losses from Extinguishment of Debt", and an
amendment of that Statement, FASB No. 64, "Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements". This Statement amends FASB No. 13,
"Accounting for Leases". This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings or
describe their applicability under changed conditions. This statement will be
effective for the Company's fiscal year ending December 31, 2003. The Company
has reviewed the provisions of FASB 145 and believes that the impact of adoption
will not be material to its financial position, results of operations and cash
flow.

In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities". This statement will be effective January 1, 2003.
SFAS No. 146 replaces current accounting literature and requires the recognition
of costs associated with exit or disposal activities when they are incurred
rather than at the date of a commitment to an exit or disposal plan. FAS No. 146
supersedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity,"
which in some cases required certain costs to be recognized before a liability
was actually incurred. The adoption of this standard is not expected to have a
material impact on the Company's results of financial position, results of
operations or cash flow.

On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45")
"Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB
Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34". FIN
45 clarifies the requirements of SFAS No. 5 "Accounting for Contingencies",
relating to a guarantors accounting for, and disclosure of, the issuance of
certain types of guarantees. The disclosure requirements of FIN 45 are effective
for the Corporation as of December 31, 2002, and require disclosure of the
nature of the guarantee, the maximum potential amount of future payments that
the guarantor could be required to make under the guarantee, and the current
amount of the liability, if any, for the guarantor's obligations under the
guarantee. The recognition requirements of FIN 45 are to be applied
prospectively to guarantees issued or modified after December 31, 2002. The
Company has reviewed the provisions of FIN 45 and believes that the impact of
adoption will not be material to its financial position, results of operations
and cash flow.

                                      F-14


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

2. Significant Accounting Policies (continued)

Recent Accounting Standards (continued)

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities. The objective of this
interpretation is to provide guidance on how to identify a variable interest
entity ("VIE") and determine when the assets, liabilities, noncontrolling
interests, and results of operations of a VIE need to be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity will need to consolidate the entity if the company's interest in the VIE
is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's expected residual returns, if they
occur. FIN 46 also requires additional disclosures by primary beneficiaries and
other significant variable interest holders. The provisions of this
interpretation became effective upon issuance. The adoption of this standard is
not expected to have a material impact on the Company's results of financial
position, results of operations or cash flow.

3. Business Segments

The Company operates in two business segments: rental operations and investment
services (including real estate acquisition, financing and broker/dealer
services). The Company has identified these segments because this information is
the basis upon which management makes decisions regarding resource allocation
and performance assessment. The accounting policies of the reportable segments
are the same as those described in the "Significant Accounting Policies". The
Company's segments are located in the United States of America. The Company
previously reported the performance of its segments based on Funds from
Operations ("FFO"); however, effective October 1, 2001 management changed its
evaluation performance measure to Cash Available for Distribution ("CAD") as
management believes that CAD represents a more accurate measure of the
reportable segment's activity and is the basis for distributions paid to equity
holders.

The Company defines CAD as: net income as computed in accordance with accounting
principles generally accepted in the United States of America ("GAAP"); plus
certain non-cash items included in the computation of net income (depreciation
and amortization, certain non-cash compensation expenses and straight-line rent
adjustments); plus investment services proceeds received from controlled
partnerships; plus the net proceeds from the sale of land; less purchases of
property and equipment ("Capital Expenditures") and payments for deferred
leasing commissions, plus proceeds from (payments to) cash reserves established
at the acquisition date of the property. Depreciation and amortization, non-cash
compensation and straight-line rents are an adjustment to CAD, as these are
non-cash items included in net income. Capital Expenditures, payments of
deferred leasing commissions and the proceeds from (payments to) the funded
reserve are an adjustment to CAD, as they represent cash items not reflected in
income.

The funded reserve represents funds that the Company has set aside in
anticipation of future capital needs. These reserves are typically used for the
payment of Capital Expenditures, deferred leasing commissions and certain tenant
allowances; however, there is no legal restrictions on their use and they may be
used for any Company purpose. CAD should not be considered as an alternative to
net income (determined in accordance with GAAP), as an indicator of the
Company's financial performance, nor as an alternative to cash flows from
operating activities (determined in accordance with GAAP), nor as a measure of
the Company's liquidity, nor is it necessarily indicative of sufficient cash
flow to fund all of the Company's needs. Other real estate companies may define
CAD in a different manner. It is at the Company's discretion to retain a portion
of CAD for operational needs. We believe that in order to facilitate a clear
understanding of the results of the Company, CAD should be examined in
connection with net income and cash flows from operating, investing and
financing activities in the consolidated financial statements.

                                      F-15


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

3. Business Segments (continued)

The calculation of CAD by business segment is shown in the following table:



(in thousands):
                                                    Rental       Investment                   Intercompany      Total
                                                  Operations      Services        Total       Eliminations   Consolidated
=========================================================================================================================
                                                                                                
Year ended December 31, 2002:
   Net Income                                      $ 24,787       $  2,525       $ 27,312       $     --       $ 27,312
   Depreciation and amortization                      4,778            169          4,947             --          4,947
   Straight-line rent                                (1,686)            --         (1,686)            --         (1,686)
   Non-cash compensation expenses                        --            604            604             --            604
   Capital expenditures                              (1,163)           (11)        (1,174)            --         (1,174)
   Payment of deferred leasing commissions             (615)            --           (615)            --           (615)
   Proceeds from funded reserves                      3,200             --          3,200             --          3,200
   Proceeds from sale of land                            --             --             --             --             --
-------------------------------------------------------------------------------------------------------------------------

Cash Available for Distribution                    $ 29,301       $  3,287       $ 32,588       $     --       $ 32,588
=========================================================================================================================

Year ended December 31, 2001:
   Net Income                                      $ 21,381       $  3,987       $ 25,368       $     --       $ 25,368
   Depreciation and amortization                      4,726             71          4,797             --          4,797
   Straight-line rent                                  (797)            --           (797)            --           (797)
   Non-cash compensation expenses                        --          1,744          1,744             --          1,744
   Capital expenditures                                (566)          (167)          (733)            --           (733)
   Payment of deferred leasing commissions              (87)            --            (87)            --            (87)
   Proceeds from funded reserves                        581             --            581             --            581
   Proceeds from sale of land                           442             --            442             --            442
-------------------------------------------------------------------------------------------------------------------------

Cash Available for Distribution                    $ 25,680       $  5,635       $ 31,315       $     --       $ 31,315
=========================================================================================================================

Year ended December 31, 2000:
   Net Income                                      $ 11,351       $  2,789       $ 14,140       $ (5,226)      $  8,914
   Investment services proceeds received from
     controlled partnerships (1)                         --             --             --          5,226          5,226
   Depreciation and amortization                      4,530             83          4,613             --          4,613
   Straight-line rent                                  (185)            --           (185)            --           (185)
   Non cash compensation expenses                        --          2,300          2,300             --          2,300
   Capital expenditures                              (1,243)          (135)        (1,378)            --         (1,378)
   Payment of deferred leasing commissions             (144)            --           (144)            --           (144)
   Proceeds from funded reserves                        875             --            875             --            875
   Proceeds from sale of land                         1,068             --          1,068             --          1,068
-------------------------------------------------------------------------------------------------------------------------

Cash Available for Distribution                    $ 16,252       $  5,037       $ 21,289       $     --       $ 21,289
=========================================================================================================================


(1)   The Partnership received syndication and transaction fees from the
      syndication of Sponsored Partnerships. Although this income was eliminated
      in the calculation of consolidated net income in accordance with GAAP, the
      cash received from the Sponsored Partnerships was available for
      distribution to the partners of the Partnership.

                                      F-16


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

3. Business Segments (continued)

The Company's cash distributions from operations for the years ended December
31, 2002, 2001 and 2000 are summarized as follows:

                                              Distribution      Total Cash
      Quarter paid                           Per Share/Unit    Distributions
      =========================================================================
                                                              (in thousands)
      Second quarter of 2002                    $  .31          $   7,622
      Third quarter of 2002                        .31              7,635
      Fourth quarter of 2002                       .31              7,635
      First quarter of 2003 (A)                    .31              7,635
      -------------------------------------------------------------------------
                                                $ 1.24          $ 30,527
      =========================================================================

      Second quarter of 2001                    $  .28          $   6,842
      Third quarter of 2001                        .29              7,087
      Fourth quarter of 2001                       .30              7,376
      First quarter of 2002                        .31              7,622
      -------------------------------------------------------------------------
                                                $ 1.18          $  28,927
      =========================================================================

      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
      -------------------------------------------------------------------------
                                                $ 1.02          $  19,465
      =========================================================================

(A)   Represents dividends declared and paid by the Company in the first quarter
      of 2003.

Cash dividends per share are declared and paid based on the total outstanding
shares as of the record date and are typically paid in the quarter following the
quarter that CAD is generated.

Cash distributions per partnership unit were 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, was required to be
distributed to unit holders within 90 days following the end of each calendar
quarter. The cash distribution of approximately $7,622,000 for the CAD generated
in the fourth quarter of 2001 was declared and paid in the first quarter of
2002. The cash distribution of approximately $6,597,000 for the CAD generated in
the fourth quarter of 2000 was declared and paid in 2001.

                                      F-17


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

3. Business Segments (continued)

The following table is a summary of other financial information by business
segment:

                                         Rental      Investment
                                       Operations     Services        Total
      =========================================================================
                                                   (in thousands)
      December 31, 2002:
           Revenue                      $  40,876     $  14,730     $  55,606
           Interest and other income        1,157            75         1,232
           Interest expense                   894            --           894
           Capital expenditures             1,163            11         1,174
           Identifiable assets            194,996         6,940       201,936

      December 31, 2001:
           Revenue                      $  37,244       $16,082     $  53,326
           Interest and other income        1,615           111         1,726
           Interest expense                   818            --           818
           Capital expenditures               566           167           733
           Identifiable assets            199,140         4,977       204,117

      December 31, 2000:
           Revenue                      $  25,434      $  7,574     $  33,008
           Interest and other income        1,686            99         1,785
           Interest expense                   860            --           860
           Capital expenditures             9,825           127         9,952
           Identifiable assets            194,328        25,595       219,923

4. Merger Transactions

The merger transactions described below involved the exchange of the
Partnership's limited partner units for the minority interest holder's limited
partnership units in seventeen Sponsored Partnerships. The Partnership recorded
the minority interest acquisitions based on the fair value of assets and
liabilities acquired. Costs incurred in connection with the mergers have been
reflected as a cost of the minority interest acquisitions. The value of the
merged entities' real estate was determined based on independent appraisals.

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.

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.

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.

                                      F-18


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

4. Merger Transactions (continued)

Following the consummation of the mergers described above, the Partnership
owned, directly and indirectly, 100% of the interests in each merged Sponsored
Partnership. The merger transactions were structured as exchanges 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 pro forma consolidated results of operations are presented as if
the merger transactions had occurred at the beginning of the period presented:

      (in thousands, except per unit amounts)                 Year ended
      (unaudited)                                          December 31, 2000
      ==========================================================================

      Revenue                                                 $   34,793
      Net income                                              $   10,987
      Basic and diluted net income per limited
      and general partnership unit                            $     0.47

5. Related Party Transactions

Investment in Affiliated Sponsored REITs

The Company typically retains a non-controlling common stock ownership interest
in Sponsored REITs that it has organized. These ownership interests have
virtually no economic benefit or risk. At December 31, 2002 and 2001, the
Company had ownership interests of $41,000 and $0 in sixteen and ten Sponsored
REITs, respectively, and is included in "Prepaid expenses and other assets" in
the Consolidated Balance Sheets. During 1999 and 2000, the Company acquired 100%
of the non-owned interests of certain Sponsored Partnerships (through a series
of mergers) that it had previously organized.

The Company has in the past acquired by merger entities similar to the Sponsored
REITs. The Company's business model for growth includes the potential
acquisition by merger in the future of Sponsored REITs. However, the Company has
no legal or any other enforceable obligation to acquire or to offer to acquire
any Sponsored REIT at December 31, 2002. In addition, any offer (and the related
terms and conditions) that might be made in the future to acquire any Sponsored
REIT would require: the approval of the boards of directors of the Company and
the Sponsored REIT; and the approval of the shareholders of the Sponsored REIT;
and likely would require the approval of the shareholders of the Company.

Summarized financial information for the Sponsored REITs is as follows:

                                                       December 31,
      (unaudited)                                2002                2001
                                            -------------------------------
                                                      (in thousands)
      Balance Sheet Data:

      Real estate, net                      $  385,907           $  222,232
      Other assets                              39,465               19,048
      Total liabilities                         (6,554)              (6,755)
                                            ----------           ----------
      Shareholders' equity                  $  418,818              234,525
                                            ==========           ==========


                                      F-19


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

5. Related Party Transactions (continued)

                                                  For the Year Ended
      (in thousands)                                 December 31,
                                         --------------------------------------
                                            2002         2001         2000
                                         --------------------------------------
      Operating Data:

      Rental revenues                    $   46,836    $  19,816    $   2,778
      Other revenues                            543          354          117
      Operating and maintenance
        expenses                            (14,191)      (5,973)        (948)
      Depreciation and amortization          (7,220)      (3,191)        (574)
      Interest expense                      (13,395)      (9,916)      (2,298)
                                         --------------------------------------
      Net income (loss)                  $   12,573    $   1,090    $    (925)
                                         ======================================

The Company's proportionate share of net income (loss) prior to completion of
the syndication from these Sponsored REITs is shown in the following table:

                                                          Year Ended
                                                         December 31,
      (in thousands)                           2002          2001          2000
                                             -----------------------------------

      Revenue                                $ 1,387       $   860       $    --
      Expenses                                  (868)         (605)           --
                                             -------       -------       -------
         Net income                          $   519       $   255       $    --
                                             =======       =======       =======

Interest

The Company is typically entitled to interest on funds advanced to syndicated
REITs. The Company recognized interest income of $429,000, $552,000 and $402,000
for the years ended December 31, 2002, 2001 and 2000, respectively, relating to
these loans.

Sponsored Entity Fees

The Company has provided syndication and real estate acquisition advisory
services for the Sponsored REITs in 2002 and 2001 and Sponsored Partnerships
prior to June 2000. Syndication and transaction fees from non-consolidated
related entities amounted to approximately $26,811,000, $25,701,000 and
$7,574,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

Management Fees

Management fees range from 1% to 5% of collected rents and the applicable
contracts are cancelable with 30 days' notice. Total management fee income from
non-consolidated entities amounted to approximately $503,000, $412,000 and
$178,000 for the years ended December 31, 2002, 2001 and 2000, respectively, and
is included in "Interest and other" in the Consolidated Statements of Income.

6. Bank Note Payable

The Company has a revolving line of credit agreement (the "Loan Agreement") with
a bank providing for borrowings at the Company's election up to $50,000,000.
Borrowings under the Loan Agreement bear interest at either the bank's base rate
or a variable LIBOR rate, as defined. There were no borrowings outstanding under
the Loan Agreement as of December 31, 2002 and 2001.

                                      F-20


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

6. Bank Note Payable (continued)

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 Company was in
compliance with the Loan Agreement's financial covenants as of December 31, 2002
and 2001. The Loan Agreement matures on February 23, 2003.

The Company had arranged for Citizens Bank to provide a line of credit for the
Company's senior officers in the maximum aggregate amount of $3 million. The
borrowings under this line of credit were for the purpose of paying income taxes
on equity interests in the Company issued to such senior officers as
compensation. Loans under this line of credit had a term of one year and bear
interest at the bank's prime rate plus 50 basis points. Each borrower secured
the loan by pledging shares of the Company's Common Stock having an aggregate
fair market value at the time of the loan of no less than twice the principal
amount of the loan. Borrowings of $0 and $1,625,000 were outstanding to senior
officers of the Company at December 31, 2002 and 2001, respectively. The Company
had agreed to purchase from Citizens Bank any such loan on which the borrower
defaults. Following the purchase of the loan, the Company would have the same
rights as Citizens Bank, including the right to foreclose on the pledged stock.
At December 31, 2002 all repurchase agreements have been terminated and the
Company has no obligation relating to such loans.

7. Shareholders' and Partners' Capital

General

In connection with the REIT conversion on January 1, 2002, the Partnership
converted to a corporate entity. The changes in partners' capital prior to the
REIT conversion were as follows:



                                                                                                        Total Partners
                                                    Limited Partners          General Partner              Capital
                                                -----------------------     ------------------     -----------------------
(in thousands, except share/unit amounts)          Units        Amount       Units      Amount        Units        Amount
==========================================================================================================================

                                                                                               
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                    4,999,972       45,269          --         --      4,999,972       45,269
         Units issued in October 1, 2000
           merger transaction                    7,204,716       77,080          --         --      7,204,716       77,080
         Units issued for compensation             230,000        2,300          --         --        230,000        2,300
         Net income                                     --        8,539          --        375             --        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                                     --       24,386          --        982             --       25,368
         Distributions                                  --      (26,849)         --     (1,080)            --      (27,929)
         Units issued for compensation             151,654        1,744          --         --        151,654        1,744

Balance, December 31, 2001                      23,637,750      203,348     948,499     (3,585)    24,586,249      199,763
==========================================================================================================================


                                      F-21


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

7. Shareholders' and Partners' Capital (continued)

Changes in stockholders' equity as a result of and following the conversion to a
corporation were as follows:



                                                                                       Additional                     Total
                                                                                         Paid-in       Retained   Stockholders'
                                                            Common         Preferred     Capital       Earnings       Equity
                                                      Shares     Amount
=============================================================================================================================

                                                                                                  
Balance, December 31, 2001                                  --    $  --    $      --    $      --     $      --     $      --
         Exchange Partnership units for shares      24,586,249        2           --      199,761            --       199,763
         Net Income                                         --       --           --           --        27,312        27,312
         Dividends                                          --       --           --       (7,622)      (22,892)      (30,514)
         Shares issued as compensation                  43,998       --           --          604            --           604
-----------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002                          24,630,247    $   2    $      --    $ 192,743     $   4,420     $ 197,165
=============================================================================================================================


In connection with the conversion to a corporation, 23,637,750 limited
partnership units and 948,499 general partnership units were converted into
common stock of the Company on a one-for-one basis.

In accordance with the terms of the Partnership's partnership agreement (the
"Partnership Agreement"), the general partner was authorized to make quarterly
distributions of cash. Cash distributions of approximately $7.6 million
consisting of 2001 earnings, which were declared and paid as a common stock
dividend in 2002, have been recorded as a reduction of the Company's additional
paid in capital.

Partnership

Prior to the conversion of the Partnership into a corporation the Partnership's
general partner had 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 did not take part in management and did not have any voting rights
regarding the Partnership's operations. A majority in interest of the limited
partners, with the consent of the general partner, could 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 were
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
were allocated as follows:

Net Profit -- The Partnership's net profits were 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 -- The Partnership's net losses were allocated 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 were distributed to the limited partners
and the general partner based on each partner's percentage interest in the
Partnership.

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
consisted of receiving cash distributions from the Partnership and paying such
amounts to its members. The members of the General Partner functioned as
officers and/or directors of the Partnership. The Partnership paid no fees or
other compensation to the General Partner.

                                      F-22


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

7. Shareholders' and Partners' Capital (continued)

Equity-Based Compensation

In July 2002, July 2001, January 2001 and April 2000, the Company issued 43,998
shares, 149,131 units, 2,522 units and 230,000 units with a fair value of
approximately $604,000, $1,715,000, $29,000 and $2,300,000, respectively to
certain officers and employees of the Company. These units/shares were fully
vested on the date of issuance. Equity-based compensation charges of $604,000,
$1,744,000 and $2,300,000 are reported in the accompanying Consolidated
Statements of Income for the years ended December 31, 2002, 2001, and 2000,
respectively.

8. Federal Income Tax Reporting

General

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"). As a REIT, the Company generally is entitled to a
tax deduction for dividends paid to its shareholders, thereby effectively
subjecting the distributed net income of the Company to taxation at the
shareholder level only. The Company must comply with a variety of restrictions
to maintain its status as a REIT. These restrictions include the type of income
it can earn, the type of assets it can hold, the number of shareholders it can
have and the concentration of their ownership, and the amount of the Company's
taxable income that must be distributed annually.

One such restriction is that the Company generally cannot own more than 10% of
the voting power or value of the securities of any one issuer unless the issuer
is itself a REIT or a taxable REIT subsidiary ("TRS"). In the case of TRSs, the
Company's ownership of securities in all TRSs generally cannot exceed 20% of the
value of all of the Company's assets and, when considered together with other
non-real estate assets, cannot exceed 25% of the value of all of the Company's
assets. Effective January 1, 2001, a subsidiary of the Company, FSP Investments,
elected to be treated as a TRS. As a result, FSP Investments operates as a
taxable corporation under the Code and has accounted for income taxes in
accordance with the provisions of Statement of Financial Accounting Standard
("SFAS") No. 109, Accounting for Income Taxes. Taxes are provided when FSP
Investments has net profits for both financial statements and income tax
purposes.

Income taxes are recorded based on the future tax effects of the difference
between the tax and financial reporting bases of the Company's assets and
liabilities. In estimating future tax consequences, potential future events are
considered except for potential changes in income tax law or in rates.

Tax Components

The income tax expense reflected in the consolidated statement of income relates
only to the TRS. The expense differs from the amounts computed by applying the
Federal statutory rate of 35% to income before taxes as follows:

                                                                 For the
                                                                Year Ended
      (in thousands)                                           December 31,
                                                                   2002
                                                          ----------------------
      Federal income tax expense at statutory rate        $  1,128       35.0%
      Increase (decrease) in taxes resulting from:
         State income taxes, net of federal impact             197        6.1%
         Other                                                (626)     (19.4%)
                                                          --------     -------
         Taxes on income                                  $    699       21.7%
                                                          ========     =======

"Other" consists primarily of the tax benefit on cash bonuses accrued in 2001
but paid in 2002. Due to the conversion from a partnership into a corporation
the bonus is treated as a permanent tax difference.

Taxes on income are a current tax expense. No deferred income taxes were
provided as there were no temporary differences between the financial reporting
basis and the tax basis of the TRS.

                                      F-23


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

8. Federal Income Tax Reporting (continued)

Reconciliation Between GAAP Net Income and Taxable Income subject to dividend
requirements.

At December 31, 2002 and 2001, the Company's net tax basis of its real estate
assets is less than the amount set forth in the Company's Consolidated Balance
Sheets by $39,181,000 and $39,163,000, respectively.

The following reconciles GAAP net income to taxable income subject to dividend
requirements for the year ended December 31, 2002. The Partnership was not
subject to a minimum dividend requirement.

                                                               Year Ended
      (in thousands)                                        December 31, 2002
                                                            -----------------

      GAAP net income                                           $ 27,030
         Less: GAAP net income of Taxable TRS                     (2,525)
                                                                --------
         GAAP net income from REIT operations                     24,505

         Add:  Book depreciation and amortization                  4,699
         Less: Tax depreciation and amortization                  (3,824)
               Straight-line rents                                (1,151)
               Deferred rent, net                                   (368)
               Other book/tax differences, net                       187
                                                                --------
      Taxable income subject to dividend requirement            $ 24,048
                                                                ========

Dividends Paid Deduction

The following reconciles cash dividends paid during the year to the dividends
paid deduction allowed on the Company's tax return:



                                                                        Year Ended
                                                                    December 31, 2002
                                                                            Per Weighted-
      (in thousands)                                               Total    Average Share
                                                                -------------------------

                                                                         
      Cash dividends paid                                       $  30,514      $   1.24
         Plus: Dividends designated from following year                --            --
         Less: Portion designated capital gain distribution            --            --
         Less: Return of Capital                                   (6,466)        (0.26)
                                                                -------------------------
      Dividends paid deduction                                  $  24,048      $   0.98
                                                                =========================


Partnership Taxes

Prior to the REIT conversion on January 1, 2002, no provision or benefit was
made for federal or state income taxes in the consolidated financial statements
of the Partnership. Partners were required to report on their individual tax
returns their allocable share of income, gains, losses, deductions and credits
of the Partnership.

The difference between Partners' capital for financial reporting purposes and
for income tax purposes is approximately as follows (in thousands):

                                                                         2001
                                                                      ----------
      Partnership capital - financial reporting purposes               $199,763
      Partnership's cumulative tax reporting differences,
          primarily relating to non-deductible expenses,
          depreciation and other temporary differences
          and the effects of mergers                                    (17,217)
      --------------------------------------------------------------------------

      Partners' capital -- income tax purposes                         $182,546
      ==========================================================================

                                      F-24


                Franklin Street Properties Corp.
         Notes to the Consolidated Financial Statements

9. Commitments

The Company's commercial rental operations 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, 2002:

Rentals Under Operating Leases

                                                 Year ended
      (in thousands)                            December 31,
      =========================================================

      2003                                        $  15,189
      2004                                           12,513
      2005                                            8,875
      2006                                            5,715
      2007                                            3,992
      Thereafter                                      7,936
      ---------------------------------------------------------

                                                  $  54,220
      =========================================================

Office Lease

The Company 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 Company's share of taxes and operating costs.

Future minimum lease payments are approximately as follows:

      (in thousands)                             Year ended
                                                December 31,
      =========================================================

      2003                                          $   203
      2004                                              209
      2005                                               97
      ---------------------------------------------------------

                                                     $  509
      =========================================================

Rent expense was approximately $206,000, $196,000 and $184,000 for the years
ended December 31, 2002, 2001 and 2000, respectively, and is included in
selling, general and administration expenses in the Consolidated Statement of
Income.

Retirement Plan

During 1999, the Company formed a retirement savings plan for eligible
employees. Under the plan, the Company matches participant contributions up to
$6,500 ($6,000 in 2000) annually per participant. The Company's total
contribution under the plan amounted to approximately $105,000, $76,000 and
$53,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

10. Equity-Based Incentive Compensation Plan

On May 20, 2002, the stockholders of the Company approved the 2002 Stock
Incentive Plan (the "Plan"). The Plan is an equity-based incentive compensation
plan, and provides for the grants of up to a maximum of 2,000,000 shares of the
Company's common stock ("Awards"). All of the Company's employees, officers,
directors, consultants and advisors are eligible to be granted awards. Awards
under the Plan are made at the discretion of the Company's Board of Directors,
and have no vesting requirements.

                                      F-25


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

10. Equity-Based Incentive Compensation Plan (continued)

Upon granting an Award, the Company will recognize compensation cost equal to
the fair market value of the Company's common stock, as determined by the
Company's Board of Directors, on the date of the grant.

An aggregate 43,998 shares of FSP Common Stock were issued to R. Scott MacPhee,
an Executive Vice President of FSP Corp. and an Executive Vice President of each
Sponsored REIT, in July 2002 under the 2002 Stock Incentive Plan.

A summary of shares available and granted under the plan and the related
compensation costs is shown in the following table:

                                          Shares Available       Compensation
                                             for Grant               Cost
                                        -------------------    ----------------
      Balance, December 31, 2001                     --          $          --
      Shares approved for grant               2,000,000                     --
      Shares granted                            (43,998)               604,000
                                        -------------------    ----------------
      Balance, December 31, 2002              1,956,002          $     604,000
                                        ===================    ================

11. Subsequent Events

Dividends

On January 24, 2003, the Company declared a dividend of $.31 per share of Common
Stock payable to stockholders of record as of January 24, 2003.

Merger

In January 2003 the Company entered into a merger agreement with thirteen
Sponsored REITs ("Target REITs') providing for the acquisition by the Company of
the Target REITs. The merger requires the approval of the shareholders of the
Company as well as the shareholders of the Target REITs. If approved, the
Company will issue approximately 25 million shares of its common stock for a
100% ownership interest in the Target REITs.

Sale of Property

In February 2003 the Company completed the sale of its Weslayan Oaks apartment
complex in Houston, Texas. The net selling price was approximately $6.2 million
and the Company realized a gain of approximately $1.2 million on the sale.

                                      F-26


                        Franklin Street Properties Corp.
                 Notes to the Consolidated Financial Statements

Quarterly Financial Information (unaudited)



                                                                          2001
                                                        ----------------------------------------
                                                         First     Second      Third     Fourth
                                                        Quarter    Quarter    Quarter    Quarter
                                                        -------    -------    -------    -------
                                                           (in thousands, except per unit data)

                                                                             
Revenue                                                 $12,787    $13,496    $11,302    $17,467
Income before minority interests                          6,023      5,935      4,083      9,367
Income applicable to minority interests                      21         19          0          0
Net income                                                6,002      5,916      4,083      9,367
Allocation of net income to Limited Partners              5,769      5,686      3,925      9,006
Allocation of net income to General Partner                 233        230        158        361
Basic and diluted net income per limited and general
   partnership unit                                        0.25       0.24       0.17       0.38
Weighted average number of units outstanding             24,436     24,437     24,586     24,586


                                                                          2002
                                                        ----------------------------------------
                                                         First     Second      Third     Fourth
                                                        Quarter    Quarter    Quarter    Quarter
                                                        -------    -------    -------    -------
                                                           (in thousands, except per unit data)

                                                                             
Revenue                                                 $ 9,987    $14,889    $15,167    $16,795
Net income                                                4,097      7,469      7,127      8,619
Basic and diluted net income per share                     0.17       0.30       0.29       0.35
Weighted average number of shares outstanding            24,586     24,586     24,623     24,630



                                      F-27


                                                                    SCHEDULE III

                        FRANKLIN STREET PROPERTIES CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 2002



                                                                      Initial Cost
                                                          -----------------------------------
                                                                                     Costs
                                                                                  Capitalized
                                                                                  (Disposals)
                                                                                   Subsequent
                                             Encumbrances           Buildings &        to
Description                                      (1)        Land    Improvements  Acquisition
                                             ------------   ----    ------------  -----------
                                                              (in thousands)
                                                                        
Residential Apartments:
  Essex House, Houston, TX                          --    $ 2,920     $  9,367      $   648
  Reata, Houston, TX                                --      3,399        9,657          655
  Weslayan Oaks, Houston, TX                        --      1,658        3,990           71
  Silverside Plantation, Baton Rouge, LA            --      2,000       17,082          119

Commercial Properties:
  One Technology Drive, Peabody, MA                 --      1,658       10,246         (450)
  North Andover Office Park, No. Andover, MA        --      1,311        8,136          907
  Park Seneca, Charlotte, NC                        --      1,915        7,817           95
  Piedmont Center, Greenville, SC                   --      1,449        9,839          915
  4995 Patrick Henry, Santa Clara, CA               --      3,274        4,130           58
  Hillview Center, Milpitas, CA                     --      2,203        2,813            7
  Telecom Business Center, San Diego, CA            --      5,035       11,363          456
  Southfield Centre, Southfield, MI                 --      4,344       11,455          418
  Blue Ravine, Folsom, CA                           --        846        5,450           22
  Bollman Place, Savage, MD                         --      1,585        4,121           46
  Austin N.W., Austin, TX                           --        708       10,494          427
  10 Lyberty Way, Westford, MA                      --      1,315        8,862          178
  Gateway Crossing 95, Columbia, MD                 --      4,453       15,931         (123)
                                              --------    -------     --------      -------
                                                    --    $40,073     $150,753      $ 4,449
                                              ========    =======     ========      =======


                                                                Historical Costs
                                              ---------------------------------------------------------

                                                                                           Total Costs,
                                                                                              Net of     Depreciable     Date of
                                                      Buildings &             Accumulated   Accumulated     Life       Acquisition
Description                                   Land   Improvements  Total(2)  Depreciation  Depreciation     Years          (3)
                                              ----   ------------  --------  ------------  ------------  -----------   -----------

                                                                                                    
Residential Apartments:
  Essex House, Houston, TX                   $ 2,920   $ 10,015    $ 12,935    $ 3,317       $  9,618        5-27        1993
  Reata, Houston, TX                           3,399     10,312      13,711      2,724         10,987        5-27        1994
  Weslayan Oaks, Houston, TX                   1,658      4,061       5,719        887          4,832        5-27        1997
  Silverside Plantation, Baton Rouge, LA       2,021     17,180      19,201      2,605         16,596        5-27        1998

Commercial Properties:
  One Technology Drive, Peabody, MA            1,658      9,796      11,454      1,638           9816        5-39        1995
  North Andover Office Park, No. Andover, MA   1,311      9,043      10,354      1,980          8,374        5-39        1996
  Park Seneca, Charlotte, NC                   1,815      8,012       9,827        963          8,864        5-39        1997
  Piedmont Center, Greenville, SC              1,449     10,754      12,203      1,375         10,828        5-39        1998
  4995 Patrick Henry, Santa Clara, CA          3,274      4,188       7,462        552          6,910        5-39        1997
  Hillview Center, Milpitas, CA                2,203      2,820       5,023        286          4,737        5-39        1999
  Telecom Business Center, San Diego, CA       5,035     11,819      16,854      1,162         15,692        5-39        1999
  Southfield Centre, Southfield, MI            4,344     11,873      16,217        997         15,220        5-39        1999
  Blue Ravine, Folsom, CA                        846      5,472       6,318        448          5,870        5-39        1999
  Bollman Place, Savage, MD                    1,585      4,167       5,752        330          5,422        5-39        1999
  Austin N.W., Austin, TX                        708     10,921      11,629        817         10,812        5-39        1999
  10 Lyberty Way, Westford, MA                 1,315      9,040      10,355        609          9,746        5-39        2000
  Gateway Crossing 95, Columbia, MD            4,019     16,242      20,261      1,309         18,952        5-39        1999
                                             -------   --------    --------    -------       --------
                                             $39,560   $155,715    $195,275    $21,999       $173,276
                                             =======   ========    ========    =======       ========


(1)   There are no encumbrances on the above properties.
(2)   The aggregate cost for Federal Income Tax purposes is $181,606.
(3)   Original date of acquisition by Sponsored Partnership.

                                      F-28


The following table summarizes the changes in the Company's real estate
investments and accumulated depreciation:

                                                       December 31,
                                         ---------------------------------------
      (in thousands)                         2002         2001         2000
      ==========================================================================

      Real estate investments, at cost:
         Balance, beginning of period     $ 194,112    $ 193,988    $ 178,294
           Acquisitions                          --           --       15,982
           Improvements                       1,163          546          639
           Dispositions                          --         (422)        (927)
      --------------------------------------------------------------------------

         Balance, end of period           $ 195,275    $ 194,112    $ 193,988
      ==========================================================================

      Accumulated depreciation:
         Balance, beginning of period     $  17,419    $  12,917    $   8,526
           Depreciation                       4,580        4,502        4,391
           Dispositions                          --           --           --
      --------------------------------------------------------------------------

         Balance, end of period           $  21,999    $  17,419    $  12,917
      ==========================================================================

                                      F-29


                            FSP Forest Park IV Corp.
                              Financial Statements
                                December 31, 2002

                                Table of Contents

                                                                            Page
                                                                            ----

Financial Statements

Independent Auditor's Report .............................................  F-31

Balance Sheets as of December 31, 2002 and 2001 ..........................  F-32

Statements of Operations for the years ended December 31, 2002,
      2001 and 2000 ......................................................  F-33

Statements of Changes in Partners' Capital/Stockholders' Equity
      for the years ended December 31, 2002, 2001 and 2000 ...............  F-34

Statements of Cash Flows for the years ended December 31, 2002,
      2001 and 2000 ......................................................  F-35

Notes to the Financial Statements ........................................  F-36

Schedule of Real Estate and Accumulated Depreciation .....................  F-45

                                      F-30


                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders
FSP Forest Park IV Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheets of FSP Forest Park IV Corp. (a
Delaware Corporation) as of December 31, 2002 and 2001, and the related
statements of operations, changes in stockholders' equity and cash flows, as
well as the financial statement schedule listed in the accompanying index, for
each of the three years in the period ended December 31, 2002. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements and financial statement schedule are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements and financial statement schedule. 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 provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial statement schedule
referred to above present fairly, in all material respects, the financial
position of FSP Forest Park IV Corp. as of December 31, 2002 and 2001, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.


/s/ Braver and Company, P.C.
Newton, Massachusetts
February 7, 2003

                                      F-31


                            FSP Forest Park IV Corp.
                                 Balance Sheets



                                                                                   December 31,   December 31,
(in thousands, except shares and par value amounts)                                    2002           2001
==============================================================================================================

                                                                                      (REIT)         (REIT)
                                                                                              
Assets:

Real estate investments, at cost:
   Land                                                                              $ 1,210        $ 1,210
   Buildings and improvements                                                          5,171          5,171
--------------------------------------------------------------------------------------------------------------
                                                                                       6,381          6,381

   Less accumulated depreciation                                                         443            310
--------------------------------------------------------------------------------------------------------------

     Real estate investments, net                                                      5,938          6,071

Cash and cash equivalents                                                                347            199
Cash-funded reserve                                                                      656            656
Step rent receivable                                                                     138            111
Prepaid expenses and other assets                                                          6              5
Deferred leasing commissions, net of accumulated amortization of $19 and $9               28             37
--------------------------------------------------------------------------------------------------------------

     Total assets                                                                    $ 7,113        $ 7,079
==============================================================================================================

Liabilities and Stockholders' Equity:

Liabilities:

   Accounts payable and accrued expenses                                             $   172        $    35
   Dividends payable                                                                     134            143
--------------------------------------------------------------------------------------------------------------

     Total liabilities                                                                   306            178
--------------------------------------------------------------------------------------------------------------

Commitments and Contingencies:

Stockholders' Equity:
   Preferred Stock, $.01 par value; 78 shares
     authorized, issued and outstanding                                                   --             --
   Common Stock, $.01 par value; 1 share
     authorized, issued and outstanding                                                   --             --
   Additional paid-in capital                                                          7,115          7,115
   Retained deficit and dividends in excess of earnings                                 (308)          (214)
--------------------------------------------------------------------------------------------------------------

     Total Stockholders' Equity                                                        6,807          6,901
--------------------------------------------------------------------------------------------------------------

     Total Liabilities and Stockholders' Equity                                      $ 7,113        $ 7,079
==============================================================================================================


                 See accompanying notes to financial statements.

                                      F-32


                            FSP Forest Park IV Corp.
                            Statements of Operations



                                                                     For the Years Ended
                                                                       December 31,
                                                           --------------------------------------
(in thousands, except shares and per share amounts)         2002     2001             2000
-------------------------------------------------------------------------------------------------

                                                           (REIT)   (REIT)  (Limited Partnership)
                                                                           
Revenue:
   Rental                                                  $  863   $  852          $  661
   Interest and other                                          17       33              69
-------------------------------------------------------------------------------------------------

     Total revenue                                            880      885             730
-------------------------------------------------------------------------------------------------

Expenses:
   Rental operating expenses                                  181      175             155
   Depreciation and amortization                              142      139             124
   Real estate taxes and insurance                             70       63              57
-------------------------------------------------------------------------------------------------

     Total expenses                                           393      377             336
-------------------------------------------------------------------------------------------------

   Net income before common dividends                         487      508             394

   Dividends paid to common shareholders prior to
     syndication of preferred shares                           --       --              --
-------------------------------------------------------------------------------------------------

Net income attributable to preferred shareholders          $  487   $  508          $  394
=================================================================================================

Weighted average number of preferred shares outstanding,
     basic and diluted                                         78       78              78
=================================================================================================

   Net income per preferred share, basic and diluted       $6,244   $6,513          $5,051
=================================================================================================


                 See accompanying notes to financial statements.

                                      F-33


                            FSP Forest Park IV Corp.
                            Statements of Changes in
                     Partners' Capital/Stockholders' Equity
                               For the Years Ended
                        December 31, 2002, 2001 and 2000



                                                                                 Retained Deficit        Total
                                                                    Additional    and Dividends     Partners' Capital/
                                          Preferred       Common      Paid in      in Excess of      Stockholders'
(in thousands, except shares)               Stock          Stock      Capital        Earnings           Equity
======================================================================================================================

                                                                                         
Balance, December 31, 1999                $       --     $     --     $   --           $  --            $ 7,178

Distributions                                     --           --         --              --               (566)

Net Income                                        --           --         --              --                394
----------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000                $       --     $     --     $   --           $  --            $ 7,006
======================================================================================================================

January 1, 2001                           $       --     $     --     $   --           $  --            $    --

Exchange Partnership Units for Shares             --           --      7,006              --              7,006

Dividends                                         --           --         --            (613)              (613)

Net Income                                        --           --         --             508                508
----------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2001                        --           --      7,006            (105)             6,901

Dividends                                         --           --         --            (581)              (581)

Net Income                                        --           --         --             487                487
----------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002                $       --     $     --     $7,006           $(199)           $ 6,807
======================================================================================================================


In connection with the conversion to a corporation, 78 limited partnership units
were converted into preferred stock of the company on a one-for-one basis.

                 See accompanying notes to financial statements.

                                      F-34


                            FSP Forest Park IV Corp.
                            Statements of Cash Flows



                                                                   For the Years Ended
                                                                       December 31,
                                                         ----------------------------------------
(in thousands)                                            2002       2001         2000
=================================================================================================

                                                         (REIT)     (REIT)  (Limited Partnership)
                                                                        
Cash flows from operating activities:
   Net income                                            $ 487      $ 508        $ 394
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization                         142        139          124
       Changes in operating assets and liabilities:
       Cash-funded reserve                                  --        468          (57)
       Step rent receivable                                (27)       (35)         (68)
       Prepaid expenses and other assets                    (1)        (3)          14
       Accounts payable and accrued expenses               137        (50)          22
       Payment of deferred leasing commissions              --         --          (47)
-------------------------------------------------------------------------------------------------

         Net cash provided by operating activities         738      1,027          382
-------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Purchase of real estate assets                           --       (353)          --
-------------------------------------------------------------------------------------------------

         Net cash used for investing activities             --       (353)          --
-------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Dividends to stockholders                              (590)      (586)        (450)
-------------------------------------------------------------------------------------------------

         Net cash used for financing activities           (590)      (586)        (450)
-------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents       148         88          (68)

Cash and cash equivalents, beginning of year               199        111          179
-------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                   $ 347      $ 199        $ 111
=================================================================================================

Supplemental disclosure of cash flow information:

   Disclosure of non-cash financing activities:
     Dividends declared but not paid                     $ 134      $ 143        $ 116


                 See accompanying notes to financial statements.

                                      F-35


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

1. Organization

FSP Forest Park IV Corp. (the "Company") was organized on March 29, 1999 as a
Limited Partnership under the laws of the Commonwealth of Massachusetts to
purchase, own and operate a commercial office building located in Charlotte,
North Caroline (the "Property"). The Property consists of a single-story modern
office building that contains approximately 60,000 square feet of space situated
on approximately 7.52 acres of land. The Company acquired the Property on July
8, 1999. The Company subsequently reorganized as a corporation under the laws of
the State of Delaware effective January 1, 2001.

2. Summary of Significant Accounting Policies

ESTIMATES AND ASSUMPTIONS

The Company prepares its financial statements and related notes in conformity
with accounting principles generally accepted in the United States of America
("GAAP"). These principles require 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

RECLASSIFICATIONS

Certain balances in the 2001 and 2000 financial statements have been
reclassified to conform to the 2002 presentation.

REAL ESTATE AND DEPRECIATION

Real estate assets are stated at the lower of cost or fair value, as
appropriate, less accumulated depreciation.

Costs related to property acquisition and improvements are capitalized. Typical
capital items include new roofs, site improvements, various exterior building
improvements and major interior renovations. Funding for capital improvement
typically is provided by cash set aside at the time the property was purchased.

Routine replacements and ordinary maintenance and repairs that do not extend the
life of the asset are expensed as incurred. Typical expense items include
interior painting, landscaping and minor carpet replacements. Funding for
repairs and maintenance items typically is provided by cash flows from operating
activities.

Depreciation is computed using the straight line method over the assets'
estimated useful lives as follows:

     Category                               Years
     --------                               -----
     Building - Commercial                    39
     Building Improvements                  15-39
     Furniture and equipment                 5-7

                                      F-36


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

REAL ESTATE AND DEPRECIATION (continued)

The following schedule reconciles the cost of the property as shown in the
Offering Memorandum as to the amounts shown on the Company's Balance Sheet:

      (in thousands)

      Price per Offering Memorandum                 $      6,215
      Plus: Acquisition fees                                 117
      Plus: Other                                             49
      ----------------------------------------------------------
        Total Acquisition Costs                    $       6,381
      ==========================================================

These costs are reported in the Company's Balance Sheet as follows:

      Land                                         $       1,210
      Building                                             5,171
      ----------------------------------------------------------
        Total reported in Balance Sheet            $       6,381
      ==========================================================

The Company 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 is less
than the carrying value of such asset, an impairment loss is recorded equal to
the difference between the asset's current carrying value and its fair value
based on discounting its estimated future cash flows. At December 31, 2002, 2001
and 2000 no such indicators of impairment were identified.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an initial
maturity of three months or less to be cash equivalents.

CASH-FUNDED RESERVES

The Company has set aside funds in anticipation of future capital needs of the
property. Although these funds typically are used for the payment of real estate
assets and deferred leasing commissions, there is no legal restriction on their
use and they may be used for any company purpose.

MARKETABLE SECURITIES

The Company accounts for investments in debt securities under the provisions of
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". The Company typically has classified its debt securities as
available-for-sale.

There were no investments in marketable securities at December 31, 2002, 2001
and 2000.

CONCENTRATION OF CREDIT RISKS

Cash, cash equivalents and short-term investments are financial instruments that
potentially subject the Company to a concentration of credit risk. The Company
maintains its cash balances and short-term investments principally in one bank
which the Company believes to be creditworthy. The Company periodically assesses
the financial condition of the bank and believes that the risk of loss is
minimal. Cash balances held with various financial institutions frequently
exceed the insurance limit of $100,000 provided by the Federal Deposit Insurance
Corporation.

For the years ended December 31, 2002, 2001 and 2000 rental income was derived
from two tenants, The American Red Cross at 81% and Verizon at 19%. For the year
ended December 31, 2000, rental income consisted solely of income received form
The American Red Cross. As such, future receipts are dependent upon the
financial strength of the lessees and their ability to perform under the lease
agreements.

                                      F-37


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

FINANCIAL INSTRUMENTS

The Company estimates that the carrying value of cash and cash equivalents,
cash-funded reserves and restricted cash approximate their fair values based on
their short-term maturity and prevailing interest rates.

STEP RENT RECEIVABLE

Certain leases provide for fixed increases over the life of the lease. Rental
revenue is recognized on the straight-line basis over the related lease term;
however, billings by the Company are based on required minimum rentals in
accordance with the lease agreements. Step rent receivable, which is the
cumulative revenue recognized in excess of amounts billed by the Company, is
$138,000, $111,000 and $68,000 at December 31, 2002, 2001 and 2000,
respectively.

DEFERRED LEASING COMMISSIONS

Deferred leasing commissions represent external leasing costs incurred in the
leasing of commercial space. These costs are capitalized and are amortized on a
straight-line basis over the weighted-average remaining life of the related
leases. Amortization expense of approximately $9,300, $9,300 and $0 is included
in the Company's Statement of Operations for the years ended December 31, 2002,
2001 and 2000, respectively.

Payments for deferred leasing commissions in 2002, 2001 and 2000 amounted to $0,
$0 and $47,000, respectively, which is being amortized over five years in
respect of the leases. Details of the deferred leasing commissions as of
December 31:

                                        2002           2001          2000
                                  ----------------------------------------------
                                       (REIT)         (REIT)       (Limited
                                                                  Partnership)
      Cost                          $    47,000    $    47,000    $    47,000
      Accumulated amortization           18,600          9,300             --
      Book value                    $    28,400    $    37,700    $    47,000
                                  ==============================================

The estimated annual amortization expense for the five years succeeding December
31, 2002 are as follows:

      2003                    $     9,300
      2004                    $     9,300
      2005                    $     9,300
      2006                    $       500

SYNDICATION FEES

Syndication fees are selling commissions and other costs associated with the
initial offering of the Company's preferred shares. Such costs, in the amount of
$685,000 have been reported as a reduction in the Stockholders' Equity in the
Company's Balance Sheets.

                                      F-38


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

REVENUE RECOGNITION

The Company has retained substantially all of the risks and benefits of
ownership of the Company's commercial property and aaccounts for its leases as
operating leases. Rental income from leases, which may include rent concession
(including free rent and tenant improvement allowances) and scheduled increases
in rental rates during the lease term, is recognized on a straight-line basis.
The Company does not have any percentage rent arrangements with its commercial
property tenants. Reimbursable costs are included in rental income in the period
earned. A schedule showing the components of rental revenue is shown below.

                                                    Year Ended
                                                   December 31,
      (in thousands)                      2002         2001         2000
      =======================================================================
                                        (REIT)         (REIT)     (Limited
                                                                Partnership)
      Income from leases              $      780     $     764   $     608
      Straight-line rent adjustment           27            43          45
      Reimbursable expenses                   56            45           8
      -----------------------------------------------------------------------

           Total                             863           852         661
      =======================================================================

INTEREST AND OTHER

Interest income and other income are recognized when the related services are
performed and the earnings process is complete.

INCOME TAXES

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended. As a REIT, the Company generally is entitled to a tax
deduction for dividends paid to its shareholders, thereby effectively subjecting
the distributed net income of the Company to taxation at the shareholder level
only. The Company must comply with a variety of restrictions to maintain its
status as a REIT. These restrictions include the type of income it can earn, the
type of assets it can hold, the number of shareholders it can have and the
concentration of their ownership, and the amount of the Company's taxable income
that must be distributed annually.

NET INCOME PER SHARE

The Company follows Statement of Financial Accounting Standards No. 128
"Earnings per Share", which specifies the computation, presentation and
disclosure requirements for the Company's net income per share. Basic net income
per share is computed by dividing net income by the weighted average number of
shares outstanding during the period. Diluted net income per share reflects the
potential dilution that could occur if securities or other contracts to issue
shares were exercised or converted into shares. There were no potential dilutive
shares outstanding at December 31, 2002, 2001 and 2000. Subsequent to the
completion of the offering of preferred shares, the holders of common stock are
not entitled to share in any income. The denominator used for calculating basic
and diluted net income per share is shown for preferred shares only and is as
follows:

                                                           Year Ended
                                                          December 31,
                                                     2002     2001     2000
      ==========================================================================
                                                    (REIT)   (REIT)   (Limited
                                                                    Partnership)
      Weighted average number of preferred
      shares outstanding                              78       78        78

                                      F-39


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

3. Recent Accounting Standards

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of the fair value
can be made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. This Statement will be effective at
the beginning of 2003. The Company has reviewed the provisions of SFAS 143 and
believes that the impact of adoption will not be material to its financial
position, results of operations and cash flows.

In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". This Statement supersedes SFAS No. 121 and
requires that long-lived assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. SFAS No. 144
retains the fundamental provisions of SFAS 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used, and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. This Statement was
effective at the beginning of 2002. The impact of adoption did not have a
material impact on the Company's financial position, results of operations and
cash flows. The Company does not have any real estate assets that it considers
"held for sale" at December 31, 2002.

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statement Nos.
4, 44, and 64, Amendment of SFAS 13, and Technical Corrections". This Statement
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt",
and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements". This Statement amends SFAS No. 13,
"Accounting for Leases". This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings or
describe their applicability under changed conditions. This statement will be
effective for the Company's fiscal year ending December 31, 2003. The Company
has reviewed the provisions of SFAS 145 and believes that the impact of adoption
will not be material to its financial position, results of operations and cash
flows.

In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities". This statement was effective January 1, 2003. SFAS
No. 146 replaces current accounting literature and requires the recognition of
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company's financial position, results of operations and cash flows.

4.   Income Taxes

The Company files as a REIT under Sections 856-860 of the Internal Revenue Code
of 1986, as amended. In order to qualify as a REIT, the Company is required to
distribute at least 90% of its taxable income to shareholders and to meet
certain asset and income tests as well as certain other requirements. The
Company will generally not be liable for federal income taxes, provided it
satisfies their requirements. Even as a qualified REIT, the Company is subject
to certain state and local taxes on its income and property.

At December 31, 2002, 2001 and 2000, the Company's net tax basis of its real
estate assets approximates the amount set forth in the Company's Balance Sheet.

                                      F-40


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

4. Income Taxes (continued)

The following schedule reconciles GAAP Net Income to Taxable Income subject to
dividend requirements:



                                                                                  Years Ended
                                                                                  December 31,
      (in thousands)                                                    2002          2001            2000
      =========================================================================================================
                                                                       (REIT)        (REIT)        (Limited
                                                                                                  Partnership)
                                                                                       
      GAAP net income                                                $      487    $      508   $      394

         Add:  Book depreciation and amortization                           142           139          124
               Deferred rent                                                124            --           --
         Less: Tax depreciation and amortization                           (138)         (136)        (124)
               Straight-line rents                                          (27)          (43)         (45)
      ---------------------------------------------------------------------------------------------------------
      Taxable income (loss) subject to dividend requirement           $     588    $      468   $      349
      =========================================================================================================


The following schedule reconciles cash dividends paid to the dividends paid
deduction:



                                                                                   Years Ended
                                                                                   December 31,
      (in thousands)                                                     2002          2001           2000
      ======================================================================================================
                                                                        (REIT)        (REIT)       (Limited
                                                                                                  Partnership)
                                                                                         
      Cash dividends paid                                              $     590     $     586    $      450
          Plus:  Dividends designated from following year                     --            --            --
          Less:  Portion designated capital gain distribution                 --            --            --
          Less:  Return of Capital                                            (2)         (118)         (450)
      ------------------------------------------------------------------------------------------------------
      Dividends paid deduction                                         $     588     $     468    $       --
      ======================================================================================================


5. Cash Available for Distribution

The Company evaluates its performance based on Cash Available for Distribution
("CAD") as management believes that CAD represents the most accurate measure of
the Company's activity. CAD is the basis for distributions paid to equity
holders.

The Company defines CAD as: net income as computed in accordance with accounting
principles generally accepted in the United States of America ("GAAP"); plus
certain non-cash items included in the computation of net income (depreciation
and amortization, certain non-cash compensation expenses and straight line rent
adjustments); plus funds raised by the issuance of shares; plus the net proceeds
from the sale of land; less purchases of real estate assets, property and
equipment ("Capital Expenditures") payments for deferred leasing commissions and
payments for deferred lease origination costs; plus (less) proceeds from
(payments to) cash reserves established at the acquisition date of the property
(cash-funded reserves). Depreciation and amortization, non-cash compensation and
straight-line rents are an adjustment to CAD, as these are non-cash items
included in net income. Capital Expenditures, payments of deferred leasing
commissions and payments for deferred lease origination costs and the proceeds
from (payments to) the funded reserve are an adjustment to CAD, as they
represent cash items not reflected in income. CAD should not be considered as an
alternative to net income (determined in accordance with GAAP), as an indicator
of the Company's financial performance, nor as an alternative to cash flows from
operating activities (determined in accordance with GAAP), nor as a measure of
the Company's liquidity, nor is it necessarily indicative of sufficient cash
flow to fund all of the Company's needs. Other real estate companies may define
CAD in a different manner. It is at the Company's discretion to retain a portion
of CAD for operational needs. We believe that in order to facilitate a clear
understanding of the results of the Company, CAD should be examined in
connection with net income and cash flows from operating, investing and
financing activities in the financial statements.

                                      F-41


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

5. Cash Available for Distribution (continued)

The calculation of CAD is shown in the following table:



                                                                          December 31,
      (in thousands)                                            2002          2001         2000
                                                            =========================================
                                                                (REIT)       (REIT)      (Limited
                                                                                        Partnership)
                                                                                 
         Net Income                                           $     487    $     508      $    394
         Depreciation and amortization                              142          139           124
         Straight line rent                                         (27)         (43)          (45)
         Purchase of land and building and improvements              --         (353)           --
         Establish funded reserve                                    --          468           (57)
         Payment of deferred leasing commissions                     --           --           (47)
      -----------------------------------------------------------------------------------------------

      Cash Available for Distribution                         $     602    $     719      $    369
      ===============================================================================================


The Company's cash distributions are summarized as follows:

                                                   Total Cash
                                                    Dividends
      Quarter Paid                     2002            2001           2000
      =========================================================================
                                    (REIT)         (REIT)           (Limited
                                                                  Partnership)
      First Quarter                $    143        $   116         $    111
      Second Quarter                    145            161              103
      Third Quarter                     156            154              114
      Fourth Quarter                    146            155              122
      -------------------------------------------------------------------------
        Dividends paid             $    590        $   586         $    450
      =========================================================================

Cash distributions are declared and paid based on the total outstanding shares
as of the record date and are typically paid in the quarter following the
quarter that CAD is generated.

6. Capital Stock

PREFERRED STOCK

Generally, each holder of Shares of Preferred Stock is entitled to receive
ratably all income and dividends, if any, declared by the Board of Directors out
of funds legally available. The right to receive dividends shall be
non-cumulative, and no right to dividends shall accrue by reason of the fact
that no dividend has been declared in any prior year. Each holder of Shares will
be entitled to receive, to the extent that funds are available therefore,
$100,000 per Share, before any payment to the holder of Common Stock, out of
distributions to stockholders upon liquidation, dissolution or the winding up of
the Company; the balance of any such funds available for distribution will be
distributed among the holders of Shares and the holder of Common Stock, pro rata
based on the number of shares held by each; provided, however, that for these
purposes, one share of Common Stock will be deemed to equal one-tenth of a share
of Preferred Stock.

In addition to certain voting rights provided in the corporate agreements, the
holder of Shares, acting by consent of at least 51%, shall have the further
right to approve or disapprove a proposed sale of the Property, the merger of
the Company with any other entity and amendments to the corporate charter. A
vote of the holders of 66.67% of the Shares is required for the issue of any
additional shares of capital stock. Holders of Shares have no redemption or
conversion rights.

COMMON STOCK

Franklin Street Properties Corp. (FSP), is the sole holder of the Company's
Common Stock. FSP has the right, as one class together with the holders of
Preferred Stock, to vote to elect the directors of the Company and to vote on
all matters except those voted by the holders of Shares of Preferred Stock.
Subsequent to the completion of the offering of the preferred shares the holders
of common shares are not entitled to receive any income, nor shall the Company
declare or pay any cash dividends on shares of Common Stock.

                                      F-42


                            FSP Forest Park IV Corp.
                          Notes to Financial Statements

7. Related Party Transactions

The Company executed a management agreement with FSP Property Management LLC, an
affiliate of FSP, that provides for a management fee equal to 1% of collected
revenues and is cancelable with 30 days notice by either party. For the years
ended December 31, 2002, 2001 and 2000 fees incurred under the agreement were
$7,840, $5,730 and $6,073, respectively.

8. Commitments and Contingencies

The Company, as lessor, has minimum future rentals due under non-cancelable
operating leases as follows:

                                   Year Ended
                                  December 31,          Amount
                                  ------------        --------
(in thousands)
                                      2003              $ 796
                                      2004                813
                                      2005                830
                                      2006                678
                                      2007                691
                                   Thereafter             763
                                                      -------

                                                      $ 4,571
                                                      =======

In addition, the lessees are liable for real estate taxes and certain operating
expenses of the property.

Upon acquiring the commercial rental property in July, 1999, the Company was
assigned the lease agreement between the seller of the Property and the existing
tenant. The Company has also signed a new lease since the purchase of the
property. The original lease periods range from five to ten years with renewal
options.

9. Subsequent Event

The Company has entered into a merger agreement with its common shareholder,
Franklin Street Properties Corp ("FSP"). In January 2003 FSP filed a proxy
statement with the United States Securities and Exchange Commission indicating
its intent to acquire the preferred stock interests of the Company and twelve
additional REITs. The merger requires the approval of the shareholders of the
Company as well as the shareholders of the twelve additional REITs and the
shareholders of FSP. If approved, FSP will issue shares of its common stock in
exchange for a 100% ownership interest in the Company.

                                      F-43


                                                                    SCHEDULE III

                            FSP FOREST PARK IV CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 2002



(in thousands)
                                                                  Initial Cost
                                                      ------------------------------------
                                                                                  Costs
                                                                               Capitalized
                                                                               (Disposals)
                                                                                Subsequent
                                        Encumbrances             Buildings &        to
Description                                 (1)         Land     Improvements  Acquisition
                                        ------------    ----     ------------  -----------

                                                                     
Forest Park IV, Corp., Charlotte,
North Carolina                                 --     $  1,210    $    5,171     $      --
                                        =========     ========    ==========     =========


                                                             Historical Costs
                                        -----------------------------------------------------------

                                                                                        Total Costs,
                                                                                           Net of     Depreciable
                                                   Buildings &             Accumulated   Accumulated     Life     Date of
Description                               Land     Improvements  Total(2)  Depreciation  Depreciation    Years    Acquisition
                                          ----     ------------  --------  ------------  ------------    -----    -----------

                                                                                              
Forest Park IV, Corp., Charlotte,
North Carolina                          $  1,210   $      5,171   $ 6,381   $       443   $     5,938     15-39    July, 1999
                                        ========   ============   =======   ===========   ===========


(1)   There are no encumbrances on the above property.
(2)   The aggregate cost for Federal Income Tax purposes approximates total
      historical costs

                                      F-44


                            FSP FOREST PARK IV CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

The following table summarizes the changes in the Company's real estate
investment and accumulated depreciation:

                                                     December 31,
                                          2002            2001           2000
================================================================================
(in thousands)                           (REIT)         (REIT)       (Limited
                                                                   Partnership)

Real estate investments, at cost:
   Balance, beginning of period        $   6,381     $   6,028      $   6,028
     Acquisitions                             --            --             --
     Improvements                             --           353             --
     Dispositions                             --            --             --
--------------------------------------------------------------------------------

   Balance, end of period              $   6,381     $   6,381      $   6,028
================================================================================

Accumulated depreciation:
   Balance, beginning of period        $     310     $     180      $      56
     Depreciation                            133           130            124
     Dispositions                             --            --             --
--------------------------------------------------------------------------------

   Balance, end of period              $     443     $     310      $     180
================================================================================

                                      F-45


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

                                    CONTENTS

                                                                            PAGE

Independent auditors' report                                               F-47

Financial statements:

    Balance sheet                                                          F-48

    Statement of operations                                                F-49

    Statement of changes in stockholders' equity                           F-50

    Statement of cash flows                                                F-51

Notes accompanying financial statements                                    F-52

                                      F-46


                      [LETTERHEAD OF BRAVER & COMPANY, P.C.
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS]

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders
FSP Forest Park IV Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheet of FSP Forest Park IV Corp. (a
Delaware Corporation) as of December 31, 2001 and the related statements of
operations, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
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 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 Forest Park IV Corp. (a
Delaware Corporation) at December 31, 2001, and the results of its operations
and its cash flows for the year ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Braver & Company, P.C.

February 1, 2002

                                      F-47


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

      ASSETS

Rental property, at cost:
  Land                                                              $ 1,210,010
  Building                                                            5,171,235
                                                                    -----------

                                                                      6,381,245
  Less: accumulated depreciation                                        310,164
                                                                    -----------

    Rental property, net                                              6,071,081

Cash                                                                    199,123
Capital improvement reserves                                            655,818
Miscellaneous other assets                                              153,178
                                                                    -----------

    Total assets                                                      7,079,200
                                                                    ===========

      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts payable and accrued expenses                                  34,656
  Dividends payable                                                     143,364
                                                                    -----------

    Total liabilities                                                   178,020
                                                                    -----------

Stockholders' equity
  Preferred stock, $.01 par value per share;
   authorized 78 shares; issued and outstanding 78 shares                     1
  Common stock, $.01 par value per share;
   authorized one share; issued and outstanding one share
  Additional paid-in capital                                          7,114,811
  Retained earnings and dividends in excess of earnings                (213,632)
                                                                    -----------

    Total stockholders' equity                                        6,901,180
                                                                    -----------

    Total liabilities and stockholders' equity                      $ 7,079,200
                                                                    ===========

                 See accompanying notes to financial statements

                                      F-48


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                             STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2001

REVENUES:

  Rental income                                                         $851,770
  Interest                                                                33,301
                                                                        --------

    Total revenues                                                       885,071
                                                                        --------

EXPENSES:

  Administrative                                                          48,144
  Depreciation and amortization                                          139,343
  Management fees                                                         42,384
  Operating and maintenance                                               84,420
  Taxes and insurance                                                     62,906
                                                                        --------

    Total expenses                                                       377,197
                                                                        --------

NET INCOME                                                              $507,874
                                                                        ========

                 See accompanying notes to financial statements

                                      F-49


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                          YEAR ENDED DECEMBER 31, 2001



                                                                                             Retained Earnings        Total
                                                                           Additional Paid-   and Dividends in    Stockholders'
                                       Preferred Stock     Common Stock       in Capital     Excess of Earnings      Equity
                                       ---------------     ------------       ----------     ------------------    ----------
                                                                                                    
Balance, December 31, 2000                $       --        $       --        $7,114,801        $ (108,816)        $7,005,985

Private offering of 78 shares, net                 1                --                10                --                 11

Net income                                        --                --                --           507,874            507,874

Dividends                                         --                --                --          (612,690)          (612,690)
                                          ----------        ----------        ----------        ----------         ----------

Balance, December 31, 2001                $        1        $       --        $7,114,811        $ (213,632)        $6,901,180
                                          ==========        ==========        ==========        ==========         ==========


                 See accompanying notes to financial statements

                                      F-50


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                             STATEMENT OF CASH FLOW
                          YEAR ENDED DECEMBER 31, 2001

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                          $ 507,874

Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization                                         139,343
 Changes in operating assets and liabilities:
  Decrease in miscellaneous other assets                                (37,867)
  Increase in accounts payable and accrued expenses                     (50,702)
                                                                      ---------

     Net cash provided by operating activities                          558,648
                                                                      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Decrease in capital improvement reserves                               467,595
 Tenant improvements                                                   (353,011)
                                                                      ---------

     Net cash provided by investing activities                          114,584
                                                                      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds of issuance of shares                                              11
 Dividends paid                                                        (585,390)
                                                                      ---------

     Net cash used in financing activities                             (585,379)
                                                                      ---------

NET INCREASE IN CASH                                                     87,853

CASH BALANCE, beginning of year                                         111,270
                                                                      ---------

CASH BALANCE, end of year                                             $ 199,123
                                                                      =========

                 See accompanying notes to financial statements

                                      F-51


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENT

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      ORGANIZATION

      FSP Forest Park IV was organized on December 26, 2000 as a Corporation
      under the laws of the State of Delaware to purchase, own and operate an
      office building located in Charlotte, North Carolina (the "Property"). The
      Property consists of a single-story modern office building that contains
      approximately 60,000 square feet of space situated on 7.52 acres of land.
      The Corporation acquired the Property on July 8,1999.

      In December 2000, the limited partners of FSP Forest Park IV Limited
      Partnership approved the conversion from a partnership into a corporation
      and the subsequent election to be taxed as a real estate investment trust
      ("REIT"). The conversion, which was effective January 1, 2001, was
      accomplished by merging FSP Forest Park IV Limited Partnership with and
      into FSP Forest Park IV Corp. Under the terms of the Plan of Merger dated
      December 7, 2000, each unit of limited partnership interest was exchanged
      for one share of preferred stock in the corporation; the 5% general
      partnership interest was exchanged for one share of common stock in the
      corporation.

      METHOD OF ACCOUNTING

      The Company maintains its books and records on the accrual method of
      accounting in accordance with generally accepted accounting principles.

      CASH AND CASH EQUIVALENTS

      For purposes of the statements of cash flows, the Company considers all
      highly liquid debt instruments with an initial maturity of three months or
      less to be cash equivalents.

      INCOME TAXES

      The Company has elected and intends to maintain its election as a REIT
      under the Internal Revenue Code of 1986, as amended. As a result, the
      Company generally will not be subject to federal taxation to the extent it
      distributes 90% of its REIT taxable income to its shareholders and
      satisfies certain other requirements. Accordingly, no provision for
      federal or state income taxes has been included in the accompanying
      financial statements.

      USE OF ESTIMATES

      The preparation of financial statements in conformity 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 revenue and expenses
      during the reporting period. Actual results could differ from those
      estimates.

      SYNDICATION FEES

      Syndication fees are selling commissions and other costs associated with
      the initial offering of the Company's equity. Such costs, in the amount of
      $685,199, have been previously reported as a reduction in the
      stockholders' equity.

      REVENUE RECOGNITION

      Rental income, which includes scheduled increases over the lease term, is
      recognized on a straight-line basis. Income recognized on a straight-line
      basis differed from income that would have accrued in accordance with the
      leases by $42,817 in 2001.

                                      F-52


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENT

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

      PROPERTY AND DEPRECIATION

      Rental property is carried at cost. Depreciation is provided for in
      amounts sufficient to relate the cost of depreciable assets to operations
      over their estimated service lives of 39 years for real property by use of
      the straight-line method for financial reporting. Depreciation was
      $129,996 for the year ended December 31, 2001.

      DEFERRED LEASING COSTS

      The financial statements include intangible assets, representing leasing
      commissions, which are amortized over a period of 60 months. Amortization
      was $9,347 for the year ended December 31, 2001.

2.    CAPITAL STOCK:

      PREFERRED STOCK

      Each holder of Shares of Preferred Stock is entitled to receive ratably
      all dividends, if any, declared by the Board of Directors out of funds
      legally available. The right to receive dividends shall be non-cumulative,
      and no right to dividends shall accrue by reason of the fact that no
      dividend has been declared in any prior year. Each holder of Shares will
      be entitled to receive, to the extent that funds are available therefore,
      $100,000 per Share, before any payment to the holder of Common Stock, out
      of distributions to stockholders upon liquidation, dissolution or the
      winding up of the Company; the balance of any such funds available for
      distribution will be distributed among the holders of Shares and the
      holder of Common Stock, pro rata based on the number of shares held by
      each; provided, however, that for these purposes, one share of Common
      Stock will be deemed to equal one-tenth of a share of Preferred Stock.

      The Company declared a dividend in December 2001 to holders of record on
      December 31, 2001. These dividends, in the amount of $143,364, were paid
      in 2002 and have been accrued and reflected in Stockholders' Equity.

      In addition to certain voting rights provided in the corporate agreements,
      the holder of Shares, acting by consent of at least 51%, shall have the
      further right to approve or disapprove a proposed sale of the Property,
      the merger of the Company with any other entity and amendments to the
      corporate charter, and vote on the election and certain changes to the
      Board of Directors. A vote of the holders of 66.67% of the Shares is
      required for the issue of any additional shares of capital stock. Holders
      of Shares have the right, as one class together with the holder of Common
      Stock, to vote to elect the directors of the company. Holders of Shares
      have no redemption or conversion rights.

      COMMON STOCK

      Franklin Street Properties Corp. (FSP), formerly Franklin Street Partners
      Limited Partnership is the sole holder of the Company's Common Stock. FSP
      has the right, as one class together with the holders of Preferred Stock,
      to vote to elect the directors of the Company and to vote on all matters
      except those voted by the holders of Shares of Preferred Stock. The
      Company shall not declare or pay any cash dividends on shares of Common
      Stock.

                                      F-53


                            FSP FOREST PARK IV CORP.
                            (A DELAWARE CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENT

3.    RELATED PARTY TRANSACTIONS:

      A management agreement was executed on December 1, 2001 between the
      Company and FSP Property Management LLC, an affiliate of the Common
      Shareholder. The agreement provides for a total management fee equal to 1%
      of collected revenues. The affiliate's portion of the fees earned and paid
      was $5,730 for the year ended December 31, 2001.

      Franklin Street Partners Limited Partnership operated under the laws of
      the Commonwealth of Massachusetts. On January 1, 2002, the limited
      partnership merged into Franklin Street Properties Corp (FSP), the Common
      Shareholder, and will operate in a manner intended to qualify as a real
      estate investment trust ("REIT") for federal income tax purposes.

4.    LEASES:

      The Company, as lessor, has minimum future rentals due under
      noncancellable operating leases as follows:

                      Year Ended
                     December 31,           Amount
                     ------------         ----------

                         2002             $  779,916
                         2003                796,323
                         2004                812,936
                         2005                829,689
                         2006                678,217
                      Thereafter           1,512,756
                                          ----------

                                          $5,409,837
                                          ==========

      In addition, the lessees are liable for real estate taxes and operating
      expenses as direct expenses to the lessees.

5.    CONCENTRATIONS OF RISK:

      For the year ended December 31, 2001, 100% of the rental income was
      derived from two lessees. As such future rental receipts are dependent
      upon the financial strength of the lessee and its ability to perform under
      the lease agreement.

      The Company maintains their cash accounts at one financial institution.
      The balances, at times, may exceed federally insured limits. At December
      31, 2001, the Company had cash on deposit exceeding the insured limit by
      $750,378.

                                      F-54


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                      For the Year Ended December 31, 2000

                                    CONTENTS
--------------------------------------------------------------------------------

                                                                            Page

Independent Auditors' Report                                               F-56

Financial Statements:

     Balance Sheet                                                         F-57

     Statement of Operations                                               F-58

     Statement of Changes in Partners' Equity                              F-59

     Statement of Cash Flows                                               F-60

     Notes to Financial Statements                                         F-61

                                      F-55


                      [LETTERHEAD OF BRAVER & COMPANY, P.C.
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS]

Independent Auditors' Report

To the Partners
FSP Forest Park IV Limited Partnership
(a Massachusetts Limited Partnership)
Wakefield, Massachusetts

We have audited the accompanying balance sheet of FSP Forest Park IV Limited
Partnership (a Massachusetts Limited Partnership) as of December 31, 2000 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 Forest Park IV Limited
Partnership (a Massachusetts Limited Partnership) at December 31, 2000, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

/s/ Braver & Company, P.C.
Boston, Massachusetts
January 31, 2001

                                      F-56


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                                  Balance Sheet
                                December 31, 2000

      ASSETS

Rental property, at cost:
 Land                                                                 $1,210,010
 Building                                                              4,818,224
                                                                      ----------
                                                                       6,028,234
 Less: accumulated depreciation                                          180,168
                                                                      ----------
  Rental property, net                                                 5,848,066

Cash                                                                     111,270
Capital improvement reserves                                           1,123,413
Miscellaneous receivables                                                 76,337
Deferred leasing costs                                                    46,735
Prepaid expenses                                                           1,586
                                                                      ----------
  Total assets                                                        $7,207,407
                                                                      ----------

      LIABILITIES AND PARTNERS' EQUITY

Liabilities:
 Advance rents                                                        $   50,691
 Accounts payable and accrued expenses                                    34,666
 Accrued partner distributions                                           116,064
                                                                      ----------

  Total liabilities                                                      201,421
                                                                      ----------

Commitments (Notes 2, 3, & 4)

Partners' equity                                                       7,005,986
                                                                      ----------

  Total liabilities and partners' equity                              $7,207,407
                                                                      ==========

                 See accompanying notes to financial statements

                                      F-57


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                             Statement of Operations
                      For the Year Ended December 31, 2000

REVENUES:

 Rental income                                                          $660,528
 Interest                                                                 68,691
                                                                        --------

  Total revenues                                                         729,219
                                                                        --------

EXPENSES:

 Depreciation                                                            123,544
 Operating and maintenance                                               104,256
 Taxes and insurance                                                      57,252
 Management fees                                                          30,403
 Administrative                                                           19,587
                                                                        --------

   Total expenses                                                        335,042
                                                                        --------

NET INCOME                                                              $394,177
                                                                        ========

                 See accompanying notes to financial statements

                                      F-58


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                    Statement of Changes in Partners' Equity
                      For the Year Ended December 31, 2000

                                                                        Total
                                            General     Limited       Partners'
                                            Partner     Partners       Equity
                                          ----------   ----------    ----------

Balance, December 31, 1999                $       --   $7,177,932    $7,177,932

  Distributions                                   --     (566,124)     (566,124)

  Net income                                      --      394,177       394,177
                                          ----------   ----------    ----------

Balance, December 31, 2000                $       --   $7,005,985    $7,005,985
                                          ==========   ==========    ==========

                 See accompanying notes to financial statements

                                      F-59


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                             Statement of Cash Flows
                      For the Year Ended December 31, 2000

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                           $ 394,177

Adjustments to reconcile net income to net cash
 provided by operating activities:
 Depreciation                                                           123,544
 Changes in operating assets and liabilities:
  Increase in accounts receivable                                       (53,382)
  Increase in prepaid expenses                                             (514)
  Increase in advance rents                                                 919
  Increase in accounts payable and accrued expenses                      21,639
                                                                      ---------
   Net cash provided by operating activities                            486,383
                                                                      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to capital improvement reserves                              (57,088)
 Increase in leasing costs                                              (46,735)
                                                                      ---------
   Net cash used in investing activities                               (103,823)
                                                                      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Distributions to partners                                             (450,060)
                                                                      ---------
   Net cash used in financing activities                               (450,060)
                                                                      ---------

NET DECREASE IN CASH                                                    (67,500)

CASH BALANCE, beginning of year                                         178,770
                                                                      ---------

CASH BALANCE, end of year                                             $ 111,270
                                                                      =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS:

      As of December 31, 2000, the Partnership accrued partner distributions
totaling $116,064.

                 See accompanying notes to financial statements

                                      F-60


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

      The Partnership was organized on March 29, 1999 as a Limited Partnership
      under the laws of the Commonwealth of Massachusetts to purchase, own and
      operate an office building located in Charlotte, North Carolina (the
      "Property"). The Property consists of a single-story modem office building
      that contains approximately 60,000 square feet of space situated on 7.52
      acres of land. The Partnership acquired the Property on July 8, 1999.

      In July 1999, the Partnership completed a private offering of 78 Limited
      Partner units at $100,000 per unit.

METHOD OF ACCOUNTING

      The Partnership maintains its books and records on the accrual method of
      accounting in accordance with generally accepted accounting principles.

CASH AND CASH EQUIVALENTS

      For purposes of the statements of cash flows, the Partnership considers
      all highly liquid debt instruments with an initial maturity of three
      months or less to be cash equivalents.

INCOME TAXES

      The financial statements do not include a provision for income taxes
      because the Partnership does not incur federal or state income taxes.
      Instead, its earnings and losses are included in the partners' respective
      income tax returns.

USE OF ESTIMATES

      The preparation of financial statements in conformity 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 revenue and expenses
      during the reporting period. Actual results could differ from those
      estimates.

SYNDICATION FEES

      Syndication fees are selling commissions and other costs associated with
      the offering of partnership units. Such costs have been previously
      reported as a reduction in the Limited Partners' Equity.

                                      F-61


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

REVENUE RECOGNITION

      Rental income, which includes scheduled increases over the lease term, is
      recognized on a straight-line basis. Income recognized on a straight-line
      basis differed from income that would have accrued in accordance with the
      leases by $44,904. Rental payments received in advance are deferred until
      earned. Two tenants occupied 88% of the Property at December 31, 2000.

PROPERTY AND DEPRECIATION

      Rental property is carried at cost. Depreciation is provided for in
      amounts sufficient to relate the cost of depreciable assets to operations
      over their estimated service lives of 39 years for real property by use of
      the straight-line method for financial reporting. Depreciation was
      $123,544 for the year ended December 31, 2000.

DEFERRED LEASING COSTS

      The financial statements include intangible assets, representing leasing
      commissions, which are amortized over a period of 60 months.

NOTE 2 - PARTNERSHIP AGREEMENT

      Cash flow from operations, as defined by the Partnership Agreement, is
      first used to repay any loans from the General Partner and then 95% to the
      Limited Partners and 5% to the General Partner. If in any year the 95%
      distribution to the Limited Partners does not provide an 8% return on
      their capital contribution, the remaining 5% will be allocated to the
      Limited Partners in an amount necessary to provide an 8% annual return. In
      the event that 100% of the cash flow in any year does not provide the
      Limited Partners with an 8% return, there is no cumulative or make-up
      feature. Profits and losses will generally be allocated to partners based
      on their respective ownership interests. If cash flow distributions differ
      in proportion to respective ownership interests, profits will be allocated
      in accordance with the Partnership Agreement.

      During the period from January 1, 2000 through December 31, 2000, the
      Partnership made the following distributions to the investor limited
      partners: $111,072 on February 15, 2000 for the quarter ended December 31,
      1999; $102,960 on May 15, 2000 for the quarter ended March 31, 2000;
      $114,114 on August 15, 2000 for the quarter ended June 30, 2000; and
      $121,914 on November 29, 2000 for the quarter ended September 30, 2000.
      Distributions payable of $116,064 for the quarter ended December 31, 2000
      were paid on January 30, 2001. Total distributions made to the investor
      limited partners were $566,124 and include $455,052 for the twelve months
      ended December 31, 2000 and $111,072 related to the fourth quarter of
      1999.

                                      F-62


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 2 - PARTNERSHIP AGREEMENT (Continued)

      In addition to the voting rights provided for in the Partnership
      Agreement, the Limited Partners, acting by consent of at least 51%, shall
      have the further right to approve or disapprove a proposed sale of the
      Property and, subject to certain conditions, to amend the Partnership
      Agreement, merge or dissolve the Partnership.

      The Partnership shall terminate on December 31, 2035, unless earlier by
      events described in the Partnership Agreement.

NOTE 3 - RELATED PARTY TRANSACTIONS

      A management agreement was executed on July 8, 1999 between the
      Partnership and FSP Property Management LLC, an affiliate of the General
      Partner. The agreement provides for a total management fee equal to 5% of
      collected revenues. The affiliate's portion of the fee earned was $6,073
      for the year with $628 owed at December 31, 2000.

      The General Partner did not receive equity distributions for the year
      ended December 31, 2000.

NOTE 4 - LEASES

      The Partnership, as lessor, has minimum future rentals due under
      noncancellable operating leases as follows:

                        Year Ended
                       December 31,         Amount
                       ------------       ----------
                           2001           $  764,383
                           2002              779,916
                           2003              796,323
                           2004              812,936
                           2005              829,689
                        Thereafter         2,132,200
                                          ----------
                                          $6,115,447
                                          ==========

      In addition, the lessee is liable for real estate taxes and operating
      expenses as direct expenses to the lessee.

                                      F-63


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 5 - CONCENTRATION OF CREDIT RISK

      The Partnership maintains their cash accounts at one financial
      institution. The balances, at times, may exceed federally insured limits.
      At December 31, 2000, the Partnership had cash on deposit exceeding the
      insured limit by $1,134,683.

NOTE 6 - SUBSEQUENT EVENTS - MERGER

      During 2000, the Partnership voted to merge into FSP Forest Park IV Corp.
      (a Delaware Corporation). The merger was effective on January 1, 2001
      whereby all Limited Partner units in the Partnership were exchanged for
      shares of preferred stock in the Corporation.

      The merger will be accounted for as an exchange of securities of companies
      under common control in accordance with generally accepted accounting
      principles (GAAP). For federal income tax purposes, the merger will be
      treated as a "tax free" transaction pursuant to the Internal Revenue Code.

      The Corporation plans to make an election to be taxed as a Real Estate
      Investment Trust (REIT) under Section 856 of the Internal Revenue Code for
      the year 2001. Although the Company believes that it will be organized and
      will operate in a manner necessary to satisfy the requirements for
      taxation as a REIT under the Code, no assurances can be given that the
      Company will be able to so operate for all future periods.

      If the Company qualifies as a REIT, it generally will not be subject to
      federal corporate income taxes on its net income to the extent that the
      income is currently distributed to stockholders. In addition, there are
      numerous qualification requirements relative to sources of income, nature
      of assets, amount of distributions and the ownership of stock that may
      affect the taxable income of the Company.

                                      F-64


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                              Financial Statements

                       For the Period from March 29, 1999
                    (date of inception) to December 31, 1999

                                      F-65


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                                    CONTENTS
--------------------------------------------------------------------------------

                                                                            Page

Independent Auditors Report                                                F-67

Financial Statements:

            Balance Sheet                                                  F-68

            Statement of Operations                                        F-69

            Statement of Changes in Partners' Equity                       F-70

            Statement of Cash Flows                                        F-71

            Notes to Financial Statements                                  F-72

                                      F-66


        [LETTERHEAD OF ROY & STEVENS, P.C. CERTIFIED PUBLIC ACCOUNTANTS]

                          INDEPENDENT AUDITORS' REPORT

To the Partners
FSP Forest Park IV Limited Partnership
(a Massachusetts Limited Partnership)
Wakefield, Massachusetts

      We have audited the accompanying balance sheet of FSP Forest Park IV
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 March 29, 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 Forest Park IV Limited
Partnership (a Massachusetts Limited Partnership) as of December 31, 1999, and
the results of operations and its cash flows for the period March 29, 1999
(Inception) to December 31, 1999, in conformity with generally accepted
accounting principles.

/s/ Roy & Stevens, P.C.

Boston, Massachusetts
January 27, 2000

                                      F-67


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                                  Balance Sheet
                                December 31, 1999

                                     ASSETS

Rental property, at cost:
 Land                                                                 $1,210,010
 Building                                                              4,818,224
                                                                      ----------
                                                                       6,028,234
 Less accumulated depreciation                                            56,624
                                                                      ----------
  Rental property, net                                                 5,971,610

Cash                                                                     178,770
Capital improvement reserves                                           1,066,325
Tenant rent receivables                                                   22,955
Prepaid expenses                                                           1,072
                                                                      ----------
  Total assets                                                        $7,240,732
                                                                      ----------

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Advance rents                                                         $   49,773
Accounts payable and accrued expenses                                     13,027
                                                                      ----------
 Total liabilities                                                        62,800
                                                                      ----------

Commitments (Notes 2, 3 & 4)
Partners' equity                                                       7,177,932
                                                                      ----------
  Total liabilities and partners' equity                              $7,240,732
                                                                      ==========

                 See accompanying notes to financial statements.

                                      F-68


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                             Statement of Operations
             For the Period from March 29, 1999 (date of inception)
                              to December 31, 1999

REVENUES:
 Rental income                                                          $308,722
 Interest                                                                 34,872
                                                                        --------
  Total revenues                                                         343,594
                                                                        --------

EXPENSES:
 Depreciation                                                             56,624
 Operating and maintenance                                                42,761
 Administrative                                                           33,715
 Taxes and insurance                                                      22,904
 Management fees                                                          16,265
 Interest                                                                  2,192
                                                                        --------
  Total expenses                                                         174,461
                                                                        --------
NET INCOME                                                              $169,133
                                                                        ========

                 See accompanying notes to financial statements.

                                      F-69


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                     Statement of Changes in Partners Equity
             For the Period from March 29, 1999 (date of inception)
                              to December 31, 1999

                                                                        Total
                                            General      Limited      Partners'
                                            Partner     Partners       Equity
                                          ----------   ----------    ----------

Contributions                             $       --   $7,800,000    $7,800,000
Distributions                                     --     (106,002)     (106,002)
Syndication fees                                  --     (685,199)     (685,199)
Net income                                        --      169,133       169,133
                                          ----------   ----------    ----------
Balance, December 31, 1999                $       --   $7,177,932    $7,177,932
                                          ==========   ==========    ==========

                 See accompanying notes to financial statements.

                                      F-70


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                             Statement of Cash Flows
             For the Period from March 29, 1999 (date of inception)
                              to December 31, 1999

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                        $   169,133

  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                          56,624
   Changes in operating assets and liabilities:
    Increase in accounts receivable                                     (22,955)
    Increase in prepaid expenses                                         (1,072)
    Increase in advance rent                                             49,773
    Increase in accounts payable                                          3,438
    Increase in accrued expenses                                          9,589
                                                                    -----------
     Net cash provided by operating activities                          264,530
                                                                    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Deposits to capital improvement reserves                           (1,066,325)
  Purchase of rental property                                        (6,028,234)
                                                                    -----------
   Net cash used by investing activities                             (7,094,559)
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on loans                                                     100,000
  Principal payments on loans                                          (100,000)
  Proceeds from limited partner contributions                         7,800,000
  Syndication fees paid                                                (685,199)
  Distributions to partners                                            (106,002)
                                                                    -----------
   Net cash provided by financing activities                          7,008,799
                                                                    -----------
NET INCREASE IN CASH                                                    178,770

CASH BALANCE, beginning of period                                            --
                                                                    -----------

CASH BALANCE, end of period                                         $   178,770
                                                                    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  Cash paid during the year for interest                            $     2,192
                                                                    ===========

                 See accompanying notes to financial statements.

                                      F-71


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

      The Partnership was organized on March 29, 1999 as a Limited Partnership
      under the laws of the Commonwealth of Massachusetts to purchase, own and
      operate an office building located in Charlotte, North Carolina (the
      "Property"). The Property consists of a single-story modern office
      building that contains approximately 61,000 total square feet of space
      situated on 7.5 acres of land. The Partnership acquired the Property on
      July 8, 1999.

      In July 1999, the Partnership completed a private offering of 78 Limited
      Partner units at $100,000 per unit.

METHOD OF ACCOUNTING

      The Partnership maintains its books and records on the accrual method of
      accounting in accordance with generally accepted accounting principles.

CASH AND CASH EQUIVALENTS

      For purposes of the statements of cash flows, the Partnership considers
      all highly liquid debt instruments with an initial maturity of three
      months or less to be cash equivalents.

INCOME TAXES

      The financial statements do not include a provision for income taxes
      because the Partnership does not incur federal or state income taxes.
      Instead, its earnings and losses are included in the partners' respective
      income tax returns.

USE OF ESTIMATES

      The preparation of financial statements in conformity 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 revenue and expenses
      during the reporting period. Actual results could differ from those
      estimates.

                                      F-72


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

SYNDICATION FEES

      Syndication fees are selling commissions and other costs associated with
      the offering of partnership units. Such costs have been reported as a
      reduction in Limited Partner equity.

REVENUE RECOGNITION

      Rental income, which includes scheduled increases over the lease term, is
      recognized on a straight-line basis. Income recognized on a straight-line
      basis differed from income that would have accrued in accordance with the
      leases by $22,929 in 1999. Rental payments received in advance are
      deferred until earned. One tenant occupied 65.27% of the Property at
      December 31, 1999.

PROPERTY AND DEPRECIATION

      Rental property is carried at cost. Depreciation is provided for in
      amounts sufficient to relate the cost of depreciable assets to operations
      over their estimated service lives of 39 years for real property by use of
      the straight-line method for financial reporting. Depreciation was $56,624
      for the period ended December 31, 1999.

NOTE 2 - PARTNERSHIP AGREEMENT

      Cash flow from operations, as defined by the Partnership Agreement, is
      first used to repay any loans from the General Partner and then 950/a to
      the Limited Partners and 5% to the General Partner. If in any year the 95%
      distribution to the Limited Partners does not provide an 8% return on
      their capital contribution, the remaining 5% will be allocated to the
      Limited Partners in an amount necessary to provide an 8% annual return. In
      the event that 100% of the cash flow in any year does not provide the
      Limited Partners with an 8% return, there is no cumulative or make-up
      feature. Profits and losses will generally be allocated to partners based
      on their respective ownership interests. If cash flow distributions differ
      in proportion to respective ownership interests, profits will be allocated
      in accordance with the Partnership Agreement.

      In addition to the voting rights provided for in the Partnership
      Agreement, the Limited Partners, acting by consent of at least 51%, shall
      have the further right to approve or disapprove a proposed sale of the
      Property and, subject to certain conditions, to amend the Partnership
      Agreement, merge or dissolve the Partnership.

                                      F-73


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 2 - PARTNERSHIP AGREEMENT - (Continued)

      The Partnership shall terminate on December 31, 2035, unless earlier by
      events described in the Partnership Agreement.

NOTE 3 - RELATED PARTY TRANSACTIONS

      A management agreement was executed on July 8, 1999 between the
      Partnership and FSP Property Management LLC, an affiliate of the General
      Partner. The agreement provides for a management fee equal to 5% of
      collected revenues. Management fees were $16,265 for the period with
      $2,489 owed at December 31, 1999.

      An acquisition fee of $312,000 was paid in 1999 to an affiliate of the
      General Partner. Such fees paid are included in the cost of the real
      estate.

      Syndication fees of $624,000 were paid in 1999 to an affiliate of the
      General Partner for services related to syndication of the investor
      limited partner interest.

      During 1999 the Partnership borrowed and repaid in full:

      1.    Note payable to Franklin Street Partners Limited Partnership, an
            affiliate of the General Partner, principal of $100,000 with
            interest at 2% over BankBoston base rate (9.75%). Interest for the
            period was $1,192.

      The General Partner did not receive equity distributions for 1999.

NOTE 4 - LEASES

      The Partnership, as lessor, has minimum future rentals due under
      noncancellable operating leases as follows:

                       Year Ended
                      December 31,                  Amount
                      ------------                ----------
                          2000                    $  607,316
                          2001                       618,357
                          2002                       629,399
                          2003                       641,320
                          2004                       653,322
                       Thereafter                  2,797,589
                                                  ----------
                                                  $5,947,303
                                                  ==========

                                      F-74


                     FSP FOREST PARK IV LIMITED PARTNERSHIP
                      (a Massachusetts Limited Partnership)

                          Notes to Financial Statements

NOTE 4 - LEASES - (Continued)

      In addition, the lessee is liable for real estate taxes and operating
      expenses as direct expenses to the lessee.

      Upon acquiring the commercial rental property in July, 1999, the
      Partnership was assigned the lease agreement between the seller of the
      Property and the existing tenant. The lease is from February 3, 1999 to
      February 28, 2009 with renewal options.

NOTE 5 - ECONOMIC DEPENDENCY

      During 1999, all of the rental income was derived from one lessee. As
      such, future rental receipts are dependent upon the financial strength of
      the lessee and its ability to perform under the lease agreement.

NOTE 6 - CONCENTRATION OF CREDIT RISK

      The Partnership maintains their cash accounts at various financial
      institutions. The balances, at times, may exceed federally insured limits.
      At December 31, 1999, the Partnership had cash on deposit exceeding the
      insured limit by $1,185,274.

                                      F-75


                            FSP Gael Apartments Corp.
                              Financial Statements
                                December 31, 2002

                                Table of Contents
                                                                            Page
                                                                            ----
Financial Statements

Independent Auditor's Report.............................................. F-77

Balance Sheets as of December 31, 2002 and 2001........................... F-78

Statements of Operations for the years ended December 31, 2002 and 2001
      and for the period May 30, 2000 (date of inception) to
      December 31, 2000................................................... F-79

Statements of Change in Stockholders' Equity for the years ended
      December 31, 2002 and 2001 and for the period May 30, 2000
      (date of inception) to December 31, 2000............................ F-80

Statements of Cash Flows for the years ended December 31, 2002 and 2001
      and for the period May 30, 2000 (date of inception) to
      December 31, 2000................................................... F-81

Notes to the Financial Statements......................................... F-82

Schedule of Real Estate and Accumulated Depreciation...................... F-89

                                      F-76


                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders
FSP Gael Apartments Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheets of FSP Gael Apartments Corp. (a
Delaware Corporation) as of December 31, 2002 and 2001, and the related
statements of operations, changes in stockholders' equity and cash flows, as
well as the financial statement schedule listed in the accompanying index, for
the years ended December 31, 2002 and 2001, and for the period from May 30, 2000
(date of inception) to December 31, 2000. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements and financial statement schedule are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements and financial statement schedule. 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 provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial statement schedule
referred to above present fairly, in all material respects, the financial
position of FSP Gael Apartments Corp. as of December 31, 2002 and 2001, and the
results of its operations and its cash flows for the years ended December 31,
2002 and 2001, and for the initial period ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.


/s/ Braver and Company, P.C.
Newton, Massachusetts
February 7, 2003

                                      F-77


                            FSP Gael Apartments Corp.
                                 Balance Sheets



                                                               December 31,    December 31,
(in thousands, except shares and par value amounts)                2002           2001
===========================================================================================

                                                                         
Assets:

Real estate investments, at cost:
   Land                                                         $  3,312       $  3,312
   Buildings and improvements                                     14,789         14,789
-------------------------------------------------------------------------------------------
                                                                  18,101         18,101

   Less accumulated depreciation                                   1,322            784
-------------------------------------------------------------------------------------------
     Real estate investments, net                                 16,779         17,317

Cash and cash equivalents                                            399            429
Cash-funded reserve                                                  574            581
Restricted cash                                                       61             66
Prepaid expenses and other assets                                     41             28
-------------------------------------------------------------------------------------------

     Total assets                                               $ 17,854       $ 18,421
===========================================================================================

Liabilities and Stockholders' Equity:

Liabilities:
   Accounts payable and accrued expenses                        $     85       $     58
   Dividends payable                                                 356            399
   Tenant security deposits                                           61             66
-------------------------------------------------------------------------------------------

     Total liabilities                                               502            523
-------------------------------------------------------------------------------------------

Commitments and Contingencies:

Stockholders' Equity:
   Preferred Stock, $.01 par value per share; 212.5 shares
     authorized, issued and outstanding                               --             --
   Common Stock, $.01 par value per share, 1 share
     authorized, issued and outstanding                               --             --
   Additional paid-in capital                                     19,435         19,435
   Retained deficit and dividends in excess of earnings           (2,083)        (1,537)
-------------------------------------------------------------------------------------------

     Total Stockholders' Equity                                   17,352         17,898
-------------------------------------------------------------------------------------------

     Total Liabilities and Stockholders' Equity                 $ 17,854       $ 18,421
===========================================================================================


                See accompanying notes to financial statements.

                                      F-78


                            FSP Gael Apartments Corp.
                            Statements of Operations



                                                                                                      For the Period
                                                                                       For the         May 30, 2000
                                                                                     Years Ended    (date of inception)
                                                                                     December 31,    to December 31,
(in thousands, except shares and per share amounts)                               2002         2001       2000
========================================================================================================================

                                                                                               
Revenue:
   Rental                                                                        $2,628      $2,582     $ 1,033
   Interest and other                                                                23          46          28
------------------------------------------------------------------------------------------------------------------------

     Total revenue                                                                2,651       2,628       1,061
------------------------------------------------------------------------------------------------------------------------

Expenses:
   Rental operating expenses                                                        604         574         281
   Depreciation                                                                     538         538         246
   Real estate taxes and insurance                                                  532         510         202
   Interest                                                                          --          --         792
------------------------------------------------------------------------------------------------------------------------

     Total expenses                                                               1,674       1,622       1,521
------------------------------------------------------------------------------------------------------------------------

Net income (loss) before common dividends                                           977       1,006        (460)

Dividends paid to common shareholders prior to syndication of preferred shares       --          --          --
------------------------------------------------------------------------------------------------------------------------

Net income (loss) attributable to preferred shareholders                         $  977      $1,006     $  (460)
========================================================================================================================

Weighted average number of preferred shares outstanding,
       basic and diluted                                                          212.5       212.5       212.5
========================================================================================================================

Net income (loss) per preferred share, basic and diluted                         $4,598      $4,734     $(2,165)
========================================================================================================================


                See accompanying notes to financial statements.

                                      F-79


                            FSP Gael Apartments Corp.
                  Statements of Changes in Stockholders' Equity
                      For the Years Ended December 31, 2002
                 and 2001 and For the Period May 30, 2000 (date
                       of inception) to December 31, 2000



                                                                                     Retained Deficit
                                                                      Additional      and Dividends        Total
                                        Preferred        Common        Paid in        in Excess of      Stockholders'
(in thousands, except shares)             Stock          Stock         Capital          Earnings           Equity
=====================================================================================================================

                                                                                          
Private offering of 212.5 shares, net   $     --     $     --         $19,435           $    --          $ 19,435

Dividends                                     --           --              --              (530)             (530)

Net Loss                                      --           --              --              (460)             (460)
---------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000                    --           --          19,435              (990)           18,445

Dividends                                     --           --              --            (1,553)           (1,553)

Net Income                                    --           --              --             1,006             1,006
---------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2001                    --           --          19,435            (1,537)           17,898

Dividends                                     --           --              --            (1,523)           (1,523)

Net Income                                    --           --              --               977               977
---------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002              $     --     $     --         $19,435           $(2,083)         $ 17,352
=====================================================================================================================


                See accompanying notes to financial statements.

                                      F-80


                            FSP Gael Apartments Corp.
                            Statements of Cash Flows



                                                                                       For the Period
                                                                       For the          May 30, 2000
                                                                     Years Ended     (date of inception)
                                                                     December 31,      to December 31,
(in thousands)                                                    2002         2001         2000
========================================================================================================

                                                                               
Cash flows from operating activities:
   Net income (loss)                                            $   977     $ 1,006     $   (460)
   Adjustments to reconcile net income (loss) to net cash
     provided by (used for) operating activities:
       Depreciation                                                 538         538          246
   Changes in operating assets and liabilities:
       Cash-funded reserve                                            7          34         (616)
       Restricted cash                                                5          20          (86)
       Prepaid expenses and other assets                            (13)          1          (28)
       Accounts payable and accrued expenses                         27        (439)         496
       Tenant security deposits                                      (5)        (20)          86
--------------------------------------------------------------------------------------------------------

         Net cash provided by (used for) operating activities     1,536       1,140         (362)
--------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Purchase of real estate assets                                    --          --      (18,101)
--------------------------------------------------------------------------------------------------------

         Net cash used for investing activities                      --          --      (18,101)
--------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Proceeds from sale of company stock                               --          --       21,250
   Syndication costs                                                 --          --       (1,815)
   Dividends to stockholders                                     (1,566)     (1,526)        (157)
   Proceeds from long-term debt                                      --          --       17,500
   Principal payments on long-term debt                              --          --      (17,500)
--------------------------------------------------------------------------------------------------------

         Net cash (used for) provided by financing activities    (1,566)     (1,526)      19,278
--------------------------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                (30)       (386)         815

Cash and cash equivalents, beginning of year                        429         815           --
--------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                          $   399     $   429     $    815
========================================================================================================

Supplemental disclosure of cash flow information:

   Cash paid for:
     Interest                                                   $    --     $    --     $    792

Disclosure of non-cash financing activities:
     Dividends declared but not paid                            $   356     $   399     $    372


                See accompanying notes to financial statements.

                                      F-81


                            FSP Gael Apartments Corp.
                          Notes to Financial Statements

1. Organization

FSP Gael Apartments Corp. (the "Company") was organized on May 30, 2000 as a
Corporation under the laws of the State of Delaware to purchase, own and operate
a luxury apartment complex located in Houston, Texas (the "Property"). The
Property consists of 210 luxury apartments that total 187,000 square feet. The
company took title to the Property on July 28, 2000 through a newly-formed
limited partnership of which the Company is the sole limited partner, and a
limited liability company wholly-owned by the Company is the sole general
partner. Accordingly, the Company will own, directly or indirectly, all of the
beneficial interest in the limited partnership. The Company will operate in a
manner intended to qualify as a real estate investment trust ("REIT") for
federal income tax purposes.

2. Summary of Significant Accounting Policies

ESTIMATES AND ASSUMPTIONS

The Company prepares its financial statements and related notes in conformity
with accounting principles generally accepted in the United States of America
("GAAP"). These principles require 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

RECLASSIFICATIONS

Certain information in the 2001 and 2000 financial statements have been
reclassified to conform to the 2002 presentation.

REAL ESTATE  AND DEPRECIATION

Real estate assets are stated at the lower of cost or fair value, as
appropriate, less accumulated depreciation.

Costs related to property acquisition and improvements are capitalized. Typical
capital items include new roofs, site improvements, various exterior building
improvements and major interior renovations. Funding for capital improvement
typically is provided by cash set aside at the time the property was purchased.

Routine replacements and ordinary maintenance and repairs that do not extend the
life of the asset are expensed as incurred. Typical expense items include
interior painting, landscaping and minor carpet replacements. Funding for
repairs and maintenance items typically is provided by cash flows from operating
activities.

Depreciation is computed using the straight line method over the assets'
estimated useful lives as follows:

         Category                           Years
         --------                           -----
         Building - Apartments              27.5
         Building Improvements            15 - 27.5
         Furniture and equipment             5-7

                                      F-82


                            FSP Gael Apartments Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an initial
maturity of three months or less to be cash equivalents.

CASH-FUNDED RESERVES

The Company has set aside funds in anticipation of future capital needs of the
property. Although these funds typically are used for the payment of real estate
assets and deferred leasing commissions, there is no legal restriction on the
use and they may be used for any company purpose.

RESTRICTED CASH

Restricted cash consists of tenant security deposits.

MARKETABLE SECURITIES

The Company accounts for investments in debt securities under the provisions of
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". The Company typically has classified its debt securities as
available-for-sale.

There were no investments in marketable securities at December 31, 2002, 2001
and 2000.

CONCENTRATION OF CREDIT RISKS

Cash, cash equivalents and short-term investments are financial instruments that
potentially subject the Company to a concentration of credit risk. The Company
maintains its cash balances and short-term investments principally in one bank
which the Company believes to be creditworthy. The Company periodically assesses
the financial condition of the bank and believes that the risk of loss is
minimal. Cash balances held with various financial institutions frequently
exceed the insurance limit of $100,000 provided by the Federal Deposit Insurance
Corporation.

FINANCIAL INSTRUMENTS

The Company estimates that the carrying value of cash and cash equivalents,
cash-funded reserves and restricted cash approximate their fair values based on
their short-term maturity and prevailing interest rates.

SYNDICATION FEES

Syndication fees are selling commissions and other costs associated with the
initial offering of the Company's preferred shares. Such costs, in the amount of
$1,815,141 have been reported as a reduction in the Stockholders' Equity in the
Company's Balance Sheets.

REVENUE RECOGNITION

The Company's residential property leases are generally for terms of one year or
less. Rental income from tenants of residential apartment properties is
recognized in the period earned. Rent concessions, including free rent and
leasing commissions are charged as a reduction of rental revenue.

INTEREST AND OTHER

Interest income and other income are recognized when the related services are
performed and the earnings process is complete.

                                      F-83


                            FSP Gael Apartments Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

INCOME TAXES

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended. As a REIT, the Company generally is entitled to a tax
deduction for dividends paid to its shareholders, thereby effectively subjecting
the distributed net income of the Company to taxation at the shareholder level
only. The Company must comply with a variety of restrictions to maintain its
status as a REIT. These restrictions include the type of income it can earn, the
type of assets it can hold, the number of shareholders it can have and the
concentration of their ownership, and the amount of the Company's taxable income
that must be distributed annually.

NET INCOME PER SHARE

The Company follows Statement of Financial Accounting Standards No. 128
"Earnings per Share", which specifies the computation, presentation and
disclosure requirements for the Company's net income per share. Basic net income
per share is computed by dividing net income by the weighted average number of
shares outstanding during the period. Diluted net income per share reflects the
potential dilution that could occur if securities or other contracts to issue
shares were exercised or converted into shares. There were no potential dilutive
shares outstanding at December 31, 2002. The denominator used for calculating
basic and diluted net income per share is as follows:

                                                       Year Ended
                                                      December 31,
                                               2002      2001      2000
      ======================================================================
      Weighted average number of preferred
      shares outstanding                       212.5     212.5     212.5

3. Recent Accounting Standards

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of the fair value
can be made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. This Statement will be effective at
the beginning of 2003. The Company has reviewed the provisions of SFAS 143 and
believes that the impact of adoption will not be material to its financial
position, results of operations and cash flows.

In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". This Statement supersedes SFAS No. 121 and
requires that long-lived assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. SFAS No. 144
retains the fundamental provisions of SFAS 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used, and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. This Statement was
effective at the beginning of 2002. The impact of adoption did not have a
material impact on the Company's financial position, results of operations and
cash flows. The Company does not have any real estate assets that it considers
"held for sale" at December 31, 2002.

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements Nos.
4, 44, and 64, Amendment of SFAS 13, and Technical Corrections". This Statement
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt",
and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements". This Statement amends SFAS No. 13,
"Accounting for Leases". This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings or
describe their applicability under changed conditions. This statement will be
effective for the Company's fiscal year ending December 31, 2003. The Company
has reviewed the provisions of SFAS 145 and believes that the impact of adoption
will not be material to its financial position, results of operations and cash
flows.

                                      F-84


                            FSP Gael Apartments Corp.
                          Notes to Financial Statements

3. Recent Accounting Standards (continued)

In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities". This statement was effective January 1, 2003. SFAS
No. 146 replaces current accounting literature and requires the recognition of
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company's financial position, results of operations and cash flows.

4. Income Taxes

The Company files as a REIT under Sections 856-860 of the Internal Revenue Code
of 1986, as amended. In order to qualify as a REIT, the Company is required to
distribute at least 90% of its taxable income to shareholders and to meet
certain asset and income tests as well as certain other requirements. The
Company will generally not be liable for federal income taxes, provided it
satisfies their requirements. Even as a qualified REIT, the Company is subject
to certain state and local taxes on its income and property.

For the period ended December 31, 2000, the Company incurred a net operating
loss for income tax purposes of approximately $416,000 that can be carried
forward until it expires in the year 2020.

At December 31, 2002, 2001 and 2000 the Company's net tax basis of its real
estate assets approximates the amount set forth in the Company's Balance Sheet.

The following schedule reconciles GAAP Net Income to Taxable Income subject to
dividend requirements:



                                                                      Years Ended          Period Ended
                                                                      December 31,         December 31,
      (in thousands)                                               2002           2001         2000
      =================================================================================================

                                                                                   
      GAAP net income (loss)                                      $    977       $ 1,006    $  (460)

         Add:  Book depreciation                                       538           538        246
               Deferred rents                                           25            --         21
         Less: Tax depreciation and amortization                      (369)         (370)      (143)
               Deferred rents                                           --           (12)        --
               Other book/tax differences, net                         (12)           --         --
      -------------------------------------------------------------------------------------------------
      Taxable income (loss) subject to dividend requirement(1)    $  1,159       $ 1,162    $  (336)
      =================================================================================================


     (1) A tax loss is not subject to a dividend requirement.

The following schedule reconciles cash dividends paid to the dividends paid
deduction:



                                                                       Years Ended            Period Ended
                                                                       December 31,           December 31,
      (in thousands)                                                2002          2001          2000
      ====================================================================================================

                                                                                   
      Cash dividends paid                                         $  1,566      $ 1,526     $    157
         Plus:  Dividends designated from following year                --           --           --
         Less:  Portion designated capital gain distribution            --           --           --
         Less:  Return of Capital                                     (407)        (364)        (157)
      ----------------------------------------------------------------------------------------------------
      Dividends paid deduction                                    $  1,159      $ 1,162     $     --
      ====================================================================================================


                                      F-85


                            FSP Gael Apartments Corp.
                          Notes to Financial Statements

5. Cash Available for Distribution

The Company evaluates its performance based on Cash Available for Distribution
("CAD") as management believes that CAD represents the most accurate measure of
the Company's activity. CAD is the basis for distributions paid to equity
holders.

The Company defines CAD as: net income as computed in accordance with accounting
principles generally accepted in the United States of America ("GAAP"); plus
certain non-cash items included in the computation of net income (depreciation
and certain non-cash compensation expenses); plus funds raised by the issuance
of shares; plus the net proceeds from the sale of land; less purchases of real
estate assets, property and equipment ("Capital Expenditures"), plus (less)
proceeds from (payments to) cash reserves established at the acquisition date of
the property (cash funded reserves). Depreciation and non-cash compensation are
an adjustment to CAD, as these are non-cash items included in net income.
Capital Expenditures and the proceeds from (payments to) the funded reserve are
an adjustment to CAD, as they represent cash items not reflected in income. CAD
should not be considered as an alternative to net income (determined in
accordance with GAAP), as an indicator of the Company's financial performance,
nor as an alternative to cash flows from operating activities (determined in
accordance with GAAP), nor as a measure of the Company's liquidity, nor is it
necessarily indicative of sufficient cash flow to fund all of the Company's
needs. Other real estate companies may define CAD in a different manner. It is
at the Company's discretion to retain a portion of CAD for operational needs. We
believe that in order to facilitate a clear understanding of the results of the
Company, CAD should be examined in connection with net income and cash flows
from operating, investing and financing activities in the financial statements.

The calculation of CAD is shown in the following table:



                                                                         December 31,
      (in thousands)                                           2002         2001          2000
      =============================================================================================

                                                                             
         Net income (loss)                                 $     977    $   1,006     $    (460)
         Depreciation                                            538          538           246
         Proceeds from offering of shares                         --           --        19,435
         Purchase of land and building and improvements           --           --       (18,101)
         Establish funded reserve                                 --           --          (616)
      ---------------------------------------------------------------------------------------------

      Cash Available for Distribution                      $   1,515    $   1,544     $     504
      =============================================================================================


The Company's cash distributions are summarized as follows:

      (in thousands)
                                                Total Cash
                                                Dividends
      Quarter Paid               2002              2001             2000
      ======================================================================

      First Quarter          $       400        $       372      $        --
      Second Quarter                 406                370               --
      Third Quarter                  390                384               --
      Fourth Quarter                 370                400              157
      ----------------------------------------------------------------------
        Dividends paid       $     1,566        $     1,526      $       157
      ======================================================================

Cash distributions are declared and paid based on the total outstanding shares
as of the record date and are typically paid in the quarter following the
quarter that CAD is generated.

                                      F-86


                            FSP Gael Apartments Corp.
                          Notes to Financial Statements

6. Capital Stock

PREFERRED STOCK

Generally each holder of Shares of Preferred Stock is entitled to receive
ratably all income and all dividends, if any, declared by the Board of Directors
out of funds legally available. The right to receive dividends shall be
non-cumulative, and no right to dividends shall accrue by reason of the fact
that no dividend has been declared in any prior year. Each holder of Shares will
be entitled to receive, to the extent that funds are available therefore,
$100,000 per Share, before any payment to the holder of Common Stock, out of
distributions to stockholders upon liquidation, dissolution or the winding up of
the Company; the balance of any such funds available for distribution will be
distributed among the holders of Shares and the holder of Common Stock, pro rata
based on the number of shares held by each; provided, however, that for these
purposes, one share of Common Stock will be deemed to equal one-tenth of a share
of Preferred Stock.

In addition to certain voting rights provided in the corporate agreements, the
holder of Shares, acting by consent of at least 51%, shall have the further
right to approve or disapprove a proposed sale of the Property, the merger of
the Company with any other entity and amendments to the corporate charter. A
vote of the holders of 66.67% of the Shares is required for the issue of any
additional shares of capital stock. Holders of Shares have no redemption or
conversion rights.

COMMON STOCK

Franklin Street Properties Corp. ("FSP"), is the sole holder of the Company's
Common Stock. FSP has the right, as one class together with the holders of
Preferred Stock, to vote to elect the directors of the Company and to vote on
all matters except those voted by the holders of Shares of Preferred Stock.
Subsequent to the completion of the offering of the preferred shares the holders
of common shares are not entitled to receive any income, nor shall the Company
declare or pay any cash dividends on shares of Common Stock.

7. Related Party Transactions

The Company executed a management agreement with FSP Property Management LLC, an
affiliate of FSP, that provides for a management fee equal to 1% of collected
revenues and is cancelable with 30 days notice by either party. For the years
ended December 31, 2002 and 2001 and the period ended December 31, 2000, fees
incurred under the agreement were $27,000, $26,000 and $10,000, respectively.

An acquisition fee of $425,000 and other costs totaling $141,000 were paid in
2000 to an affiliate of the Common Shareholder. Such fees were included in the
cost of the real estate.

Syndication fees of $1,700,000 were paid in 2000 to an affiliate of the Common
Shareholder for services related to syndication of the Company's preferred
stock.

During 2000, the Company borrowed and repaid in full:

      Note payable to FSP, principal of $17,500,000 with interest equal to the
      Citizens Bank base rate (9.5%). Interest paid to the affiliate was
      $101,000.

      A commitment fee of $691,000 was paid for obtaining the first mortgage
      loan. Such amount is included in interest expense on the Statement of
      Operations.

8. Subsequent Event

The Company has entered into a merger agreement with its common shareholder,
Franklin Street Properties Corp ("FSP"). In January 2003 FSP filed a proxy
statement with the United States Securities and Exchange Commission indicating
its intent to acquire the preferred stock interests of the Company and twelve
additional REITs. The merger requires the approval of the shareholders of the
Company as well as the shareholders of the twelve additional REITs and the
shareholders of FSP. If approved, FSP will issue shares of its common stock in
exchange for a 100% ownership interest in the Company.

                                      F-87


                                                                    SCHEDULE III

                            FSP GAEL APARTMENTS CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 2002


(in thousands)
                                                                Initial Cost
                                                       -----------------------------------
                                                                                 Costs
                                                                              Capitalized
                                                                              (Disposals)
                                                                              Subsequent
                                       Encumbrances            Buildings &        to
Description                                (1)         Land    Improvements   Acquisition
                                       ------------    ----    ------------   -----------

                                                                   
   Gael, Houston, Texas                        --     $3,312    $    14,789    $    --
                                       ============   ======   ============   ===========


(in thousands)
                                                            Historical Costs
                                       ----------------------------------------------------------
                                                                                          Total
                                                                                       Costs, Net
                                                                                           of       Depreciable
                                               Buildings &              Accumulated    Accumulated      Life         Date of
Description                             Land   Improvements   Total(2)  Depreciation   Depreciation     Years      Acquisition
                                        ----   ------------   --------  ------------   ------------  -----------   -----------

                                                                                              
   Gael, Houston, Texas                $3,312     $ 14,789     $18,101    $ 1,322        $  16,779    $ 15-27.5    July, 2000
                                       ======  ============   ========  ============    ===========


(1)   There are no encumbrances on the above property.
(2)   The aggregate cost for Federal Income Tax purposes approximates total
      historical costs.

                                      F-88


                            FSP GAEL APARTMENTS CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

The following table summarizes the changes in the Company's real estate
investment and accumulated depreciation:

                                                    December 31,
(in thousands)                            2002         2001          2000
================================================================================

Real estate investments, at cost:
   Balance, beginning of period      $  18,101     $  18,101     $      --
     Acquisitions                           --            --        18,101
     Improvements                           --            --            --
     Dispositions                           --            --            --
--------------------------------------------------------------------------------

   Balance, end of period            $  18,101     $  18,101     $  18,101
================================================================================

Accumulated depreciation:
   Balance, beginning of period      $     784     $     246     $      --
     Depreciation                          538           538           246
     Dispositions                           --            --            --
--------------------------------------------------------------------------------

   Balance, end of period            $   1,322     $     784     $     246
================================================================================

                                      F-89


                            FSP GAEL APARTMENTS CORP.
                            (A DELAWARE CORPORATION)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

                                    CONTENTS

                                                                            PAGE

Independent auditors' report                                               F-91

Financial statements:

    Balance sheet                                                          F-92

    Statement of operations                                                F-93

    Statement of changes in stockholders' equity                           F-94

    Statement of cash flows                                                F-95

Notes accompanying financial statements                                    F-96

                                      F-90


                      [LETTERHEAD OF BRAVER & COMPANY, P.C.
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS]

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders
FSP Gael Apartments Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheet of FSP Gael Apartments Corp. (a
Delaware Corporation) as of December 31. 2001 and the related statements of
operations, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
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 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 Gael Apartments Corp. (a
Delaware Corporation) at December 31, 2001, and the results of its operations
and its cash flows for the year ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Braver & Company, P.C.

February 1, 2002

                                      F-91


                            FSP GAEL APARTMENTS CORP.
                            (A DELAWARE CORPORATION)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

      ASSETS

Rental property, at cost:
  Land                                                             $  3,312,002
  Building                                                           14,789,041
                                                                   ------------

                                                                     18,101,043
  Less: accumulated depreciation                                        784,267
                                                                   ------------

    Rental property, net                                             17,316,776

Cash                                                                    495,126
Capital improvement reserves                                            581,571
Miscellaneous other assets                                               26,881
                                                                   ------------

    Total assets                                                     18,420,354
                                                                   ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Accounts payable and accrued expenses                                  48,915
  Deferred rental income                                                  8,678
  Dividends payable                                                     399,500
  Security deposits                                                      66,125
                                                                   ------------

    Total liabilities                                                   523,218
                                                                   ------------

Stockholders' equity:
  Preferred stock, $01 par value per share;
   authorized 212.5 shares; issued and outstanding 212.5 shares               2
  Common stock, $.01 par value per share;
   authorized one share; issued and outstanding one share                    --
  Additional paid-in capital                                         19,434,867
  Retained deficit and dividends in excess of earnings               (1,537,733)

    Total stockholders' equity                                       17,897,136
                                                                   ------------

    Total liabilities and stockholders' equity                     $ 18,420,354
                                                                   ============

                 See accompanying notes to financial statements

                                      F-92


                            FSP GAEL APARTMENTS CORP.
                            (A DELAWARE CORPORATION)
                             STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2001

REVENUES:

  Rental income                                                       $2,581,652
  Interest                                                                45,838
                                                                      ----------

    Total revenues                                                     2,627,490
                                                                      ----------

EXPENSES:

  Administrative                                                         174,356
  Depreciation                                                           537,783
  Management fees                                                        129,630
  Operating and maintenance                                              269,944
  Taxes and insurance                                                    510,135
                                                                      ----------

    Total expenses                                                     1,621,848
                                                                      ----------

NET INCOME                                                            $1,005,642
                                                                      ==========

                 See accompanying notes to financial statements

                                      F-93


                                 FSP GAEL CORP.
                            (A DELAWARE CORPORATION)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                          YEAR ENDED DECEMBER 31, 2001



                                                                                             Retained Deficit          Total
                                                                       Additional Paid-in    and Dividends in      Stockholders'
                                 Preferred Stock       Common Stock          Capital        Excess of Earnings        Equity
                                 ---------------       ------------        -----------      ------------------      -----------
                                                                                                     
Balance, December 31, 2000         $         2         $        --         $19,434,867         $  (990,212)         $18,444,657

Net income                                  --                  --                  --           1,005,642            1,005,642

Dividends                                   --                  --                  --          (1,553,162)          (1,553,162)
                                   -----------         -----------         -----------         -----------          -----------

Balance, December 31, 2001         $         2         $        --         $19,434,867         $(1,537,733)         $17,897,136
                                   ===========         ===========         ===========         ===========          ===========


                 See accompanying notes to financial statements

                                      F-94


                            FSP GAEL APARTMENTS CORP.
                            (A DELAWARE CORPORATION)
                             STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2001

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                        $ 1,005,642

Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation                                                          537,783
 Changes in operating assets and liabilities:
  Increase in miscellaneous other assets                                  1,325
  Decrease in deferred rental income                                    (11,880)
  Decrease in accounts payable and accrued expenses                    (427,363)
  Decrease in security deposits                                         (19,848)
                                                                    -----------

     Net cash provided by operating activities                        1,085,659
                                                                    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Decrease in capital improvement reserves                                34,053
                                                                    -----------

     Net cash provided by investing activities                           34,053
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid                                                      (1,526,075)
                                                                    -----------

    Net cash used in financing activities                            (1,526,075)
                                                                    -----------

NET DECREASE IN CASH                                                   (406,363)

CASH BALANCE, beginning of year                                         901,489
                                                                    -----------

CASH BALANCE, end of year                                           $   495,126
                                                                    ===========

                 See accompanying notes to financial statements

                                      F-95


                            FSP GAEL APARTMENTS CORP.
                                 (A CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      ORGANIZATION

      FSP Gael Apartments Corp. was organized on May 30, 2000 as a Corporation
      under the laws of the State of Delaware to purchase, own and operate an
      existing luxury apartment complex, located in Houston, Texas (the
      "Property"). The Company took title to the Property on July 28, 2000
      through a newly-formed limited partnership of which the Company is the
      sole limited partner, and a limited liability company wholly-owned by the
      Company is the sole general partner. Accordingly, the Company will own,
      directly or indirectly all of the beneficial interest in the limited
      partnership.

      The Property consists of 210 luxury apartments that total 187,368 square
      feet. The Company will operate in a manner intended to qualify as a real
      estate investment trust ("REIT") for federal income tax purposes.

      In October 2000, the Company completed a private offering of 212.5 shares
      of preferred stock at $100,000 per share.

      METHOD OF ACCOUNTING

      The Company maintains its books and records on the accrual method of
      accounting in accordance with generally accepted accounting principles.

      CASH AND CASH EQUIVALENTS

      For purposes of the statements of cash flows, the Company considers all
      highly liquid debt instruments with an initial maturity of three months or
      less to be cash equivalents.

      INCOME TAXES

      The Company has elected and intends to maintain its election as a REIT
      under the Internal Revenue Code of 1986, as amended. As a result, the
      Company generally will not be subject to federal taxation to the extent it
      distributes 90% of its REIT taxable income to its shareholders' and
      satisfies certain other requirements. Accordingly, no provision for
      federal income taxes has been included in the accompanying financial
      statements.

      For the period ended December 31, 2000, the Company incurred a net
      operating loss for income tax purposes approximately of $416,000 that can
      be carried forward until it expires in the year 2020.

      USE OF ESTIMATES

      The preparation of financial statements in conformity 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 revenue and expenses
      during the reporting period. Actual results could differ from those
      estimates.

      SYNDICATION FEES

      Syndication fees are selling commissions and other costs associated with
      the initial offering of the Company's preferred shares. Such costs, in the
      amount of $1,815,141 have been reported as a reduction in the
      Stockholders' Equity.

                                      F-96


                            FSP GAEL APARTMENTS CORP.
                                 (A CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

      REVENUE RECOGNITION

      Rental income is recognized on an accrual basis. Rental payments received
      in advance are deferred until earned. All leases between the Company and
      the tenants of the Property are short-term operating leases.

      PROPERTY AND DEPRECIATION

      Rental property is carried at cost. Depreciation is provided for in
      amounts sufficient to relate the cost of depreciable assets to operations
      over their estimated service lives of 27.5 years for real property by use
      of the straight-line method for financial reporting. Depreciation was
      $537,783 for the year ended December 31, 2001.

2.    CAPITAL STOCK:

      PREFERRED STOCK

      Each holder of Shares of Preferred Stock is entitled to receive ratably
      all dividends, if any, declared by the Board of Directors out of funds
      legally available. The right to receive dividends shall be non-cumulative,
      and no right to dividends shall accrue by reason of the fact that no
      dividend has been declared in any prior year. Each holder of Shares will
      be entitled to receive, to the extent that funds are available therefore,
      $100,000 per Share, before any payment to the holder of Common Stock, out
      of distributions to stockholders upon liquidation, dissolution or the
      winding up of the Company; the balance of any such funds available for
      distribution will be distributed among the holders of Shares and the
      holder of Common Stock, pro rata based on the number of shares held by
      each; provided, however, that for these purposes, one share of Common
      Stock will be deemed to equal one-tenth of a share of Preferred Stock.

      The Company declared a dividend in December 2001 to holders of record on
      December 31, 2001. These dividends, in the amount of $399,500, were paid
      in 2002 and have been accrued and reflected in Stockholders' Equity.

      In addition to certain voting rights provided in the corporate agreements,
      the holder of Shares, acting by consent of at least 51%, shall have the
      further right to approve or disapprove a proposed sale of the Property,
      the merger of the Company with any other entity and amendments to the
      corporate charter. A vote of the holders of 66.67% of the Shares is
      required for the issue of any additional shares of capital stock. Holders
      of Shares have no redemption or conversion rights.

      During 2001, a majority interest of Preferred Stockholders voted to amend
      the corporate charter whereby allowing the Preferred Stockholders the
      right to elect and make certain changes to the Board of Directors.

      COMMON STOCK

      Franklin Street Properties Corp. (FSP), formerly Franklin Street Partners
      Limited Partnership is the sole holder of the Company's Common Stock. FSP
      has the right, as one class together with the Holders of Preferred Stock,
      to vote to elect the directors of the Company and to vote on all matters
      except those voted by the holders of Shares of Preferred Stock. The
      Company shall not declare or pay any cash dividends on shares of Common
      Stock.

                                      F-97


                            FSP GAEL APARTMENTS CORP.
                                 (A CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENTS

3.    RELATED PARTY TRANSACTIONS:

      A management agreement was executed on July 28, 2000 between the Company
      and FSP Property Management LLC, an affiliate of the Common Shareholder.
      The agreement provides for a total management fee equal to 1% of collected
      revenues. The affiliate's portion of the fees earned and paid was $25,926
      for the year ended December 31, 2001.

      Franklin Street Partners Limited Partnership operated under the laws of
      the Commonwealth of Massachusetts. On January 1, 2002, the limited
      partnership merged into Franklin Street Properties Corp (FSP), the Common
      Shareholder, and will operate in a manner intended to qualify as a real
      estate investment trust ("REIT") for federal income tax purposes.

4.    CONCENTRATION OF CREDIT RISK:

      The Company maintains its cash accounts at two financial institutions. The
      balances, at times, may exceed federally insured limits. At December 31,
      2001, the Company had cash on deposit exceeding the insured limit of
      $1,446,639.

                                      F-98


                         FSP GAEL APARTMENTS CORPORATION
                            (a Delaware Corporation)

                        For the Period from May 30, 2000
                    (date of inception) to December 31, 2000

                                    CONTENTS

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

                                                                            Page

Independent Auditors' Report                                               F-100

Financial Statements:

     Balance Sheet                                                         F-101

     Statement of Operations                                               F-102

     Statement of Changes in Stockholders' Equity                          F-103

     Statement of Cash Flows                                               F-104

     Notes to Financial Statements                                         F-105

                                      F-99


                    [LETTERHEAD OF BRAVER AND COMPANY, P.C.]

Independent Auditors' Report

To the Shareholders
FSP Gael Apartments Corp.
(a Delaware Corporation)
Wakefield, Massachusetts

We have audited the accompanying balance sheet of FSP Gael Apartments Corp. (a
Delaware Corporation) as of December 31, 2000 and the related statements of
income, changes in stockholders' equity and cash flows for the period from May
30, 2000 (date of inception) to December 31, 2000. These financial statements
are the responsibility of the Company'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 Gael Apartments Corp. (a
Delaware Corporation) at December 31, 2000, and the results of its operations
and its cash flows for the period from May 30, 2000 (date of inception) to
December 31, 2000, in conformity with generally accepted accounting principles.

/s/ Braver and Company, P.C.
Boston, Massachusetts
January 30, 2001
(Except for Note 6, as to which the date is March 23, 2001)

                                     F-100


                         FSP GAEL APARTMENTS CORPORATION
                            (a Delaware Corporation)

                                  Balance Sheet
                                December 31, 2000

      ASSETS

Rental property, at cost:
  Land                                                             $  3,312,002
  Building                                                           14,789,041
                                                                   ------------
                                                                     18,101,043
  Less: accumulated depreciation                                        246,484
                                                                   ------------
    Rental property, net                                             17,854,559

Cash                                                                    901,489
Capital improvement reserves                                            615,625
Miscellaneous other assets                                               28,216
                                                                   ------------

    Total assets                                                   $ 19,399,889
                                                                   ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Advance rents                                                    $     20,558
  Accounts payable and accrued expenses                                 476,288
  Security deposits                                                      85,973
  Dividends payable                                                     372,413
                                                                   ------------

    Total liabilities                                                   955,232
                                                                   ------------

Commitments (Notes 2 & 3)

Stockholders' equity:
  Preferred stock, $.01 par value per share;
    authorized 212.5 shares; issued and outstanding 212.5 shares              2
  Common stock, $.01 par value per share;
    authorized one share; issued and outstanding one share                   --
  Additional paid-in capital                                         19,434,867
  Retained deficit and dividends in excess of earnings                 (990,212)
                                                                   ------------

    Total Stockholders' equity                                       18,444,657
                                                                   ------------

    Total liabilities and stockholders' equity                     $ 19,399,889
                                                                   ============

                 See accompanying notes to financial statements

                                     F-101


                         FSP GAEL APARTMENTS CORPORATION
                            (a Delaware Corporation)

                             Statement of Operations
                        For the Period from May 30, 2000
                    (date of inception) to December 31, 2000

REVENUES:

  Rental income                                                     $ 1,032,811
  Interest                                                               28,300
                                                                    -----------

    Total revenues                                                    1,061,111
                                                                    -----------

EXPENSES:

  Interest                                                              791,754
  Depreciation and amortization                                         246,484
  Taxes and insurance                                                   202,208
  Administrative                                                        125,486
  Operating and maintenance                                             104,890
  Management fees                                                        51,752
                                                                    -----------

    Total expenses                                                    1,522,574
                                                                    -----------

NET LOSS                                                            $  (461,463)
                                                                    ===========

                 See accompanying notes to financial statements

                                     F-102


                         FSP GAEL APARTMENTS CORPORATION
                            (a Delaware Corporation)

                  Statement of Changes in Stockholders' Equity
                        For the Period from May 30, 2000
                    (date of inception) to December 31, 2000



                                                                                                Retained Deficit
                                                                                                and Dividends in        Total
                                                                               Additional Paid      Excess of       Stockholders'
                                             Preferred Stock    Common Stock      in Capital        Earnings           Equity
                                             ---------------    ------------      ----------        --------           ------
                                                                                                     
Private offering of 212.5 shares, net          $      2          $      --       $19,434,867       $      --        $ 19,434,869

Net loss                                             --                 --                --        (461,463)           (461,463)

Dividends                                            --                 --                --        (528,749)           (528,749)
                                               --------          ---------       -----------       ---------        ------------

Balance, December 31, 2000                     $      2          $      --       $19,434,867       $(990,212)       $ 18,444,657
                                               ========          =========       ===========       =========        ============


                 See accompanying notes to financial statements

                                     F-103


                         FSP GAEL APARTMENTS CORPORATION
                            (a Delaware Corporation)

                             Statement of Cash Flows
                        For the Period from May 30, 2000
                    (date of inception) to December 31, 2000

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                         $   (461,463)

Adjustments to reconcile net loss to net cash
  provided by operating activities:
    Depreciation and amortization                                       246,484
  Changes in operating assets and liabilities:
    Increase in miscellaneous other assets                              (28,216)
    Increase in advance rents                                            20,558
    Increase in accounts payable and accrued expenses                   476,288
    Increase in security deposits                                        85,973
                                                                   ------------
      Net cash provided by operating activities                         339,624
                                                                   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to capital improvement reserves                            (615,625)
  Purchase of rental property                                       (18,101,043)
                                                                   ------------
      Net cash used in investing activities                         (18,716,668)
                                                                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of issuance of shares, net                                19,434,869
  Proceeds from long-term debt                                       17,500,000
  Principal payments on long-term debt                              (17,500,000)
  Dividends                                                            (156,336)
                                                                   ------------
      Net cash provided by financing activities                      19,278,533
                                                                   ------------

NET INCREASE IN CASH                                                    901,489

CASH BALANCE, beginning of period                                            --
                                                                   ------------

CASH BALANCE, end of period                                        $    901,489
                                                                   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
  Cash paid during the period for interest                         $    791,754
                                                                   ============

                 See accompanying notes to financial statements

                                     F-104


                            FSP GAEL APARTMENTS CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

      FSP Gael Apartments Corp. was organized on May 30, 2000 as a Corporation
      under the laws of the State of Delaware to purchase, own and operate an
      existing luxury apartment complex, located in Houston, Texas (the
      "Property"). The Company took title to the Property on July 28, 2000
      through a newly-formed limited partnership of which the Company is the
      sole limited partner, and a limited liability company wholly-owned by the
      Company is the sole general partner. Accordingly, the Company will own,
      directly or indirectly all of the beneficial interest in the limited
      partnership.

      The Property consists of 209 luxury apartments that total 186,713 square
      feet. The Company acquired the Property on July 28, 2000 and will operate
      in a manner intended to qualify as a real estate investment trust ("REIT")
      for federal income tax purposes.

      In October 2000, the Company completed a private offering of 212.5 shares
      of preferred stock at $100,000 per share.

METHOD OF ACCOUNTING

      The Company maintains its books and records on the accrual method of
      accounting in accordance with generally accepted accounting principles.

CASH AND CASH EQUIVALENTS

      For purposes of the statements of cash flows, the Company considers all
      highly liquid debt instruments with an initial maturity of three months or
      less to be cash equivalents.

INCOME TAXES

      The Company has maintained and intends to maintain its election as a REIT
      under the Internal Revenue Code of 1986, as amended. As a result, the
      Company generally will not be subject to federal taxation to the extent it
      distributes 95% (90% for 2001) of its REIT taxable income to its
      shareholders' and satisfies certain other requirements. For the period
      ended December 31, 2000, the Company incurred a net operating loss for
      income tax purposes of approximately $416,000 that can be carried forward
      until it expires in the year 2020. Accordingly, no provision for federal
      income taxes has been included in the accompanying financial statements.

USE OF ESTIMATES

      The preparation of financial statements in conformity 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 revenue and expenses
      during the reporting period. Actual results could differ from those
      estimates.

                                     F-105


                            FSP GAEL APARTMENTS CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SYNDICATION FEES

      Syndication fees are selling commissions and other costs associated with
      the offering of the Company's preferred shares. Such costs, in the amount
      of $1,815,141 have been reported as a reduction in the private offering
      proceeds on the Statement of Changes in Stockholders' Equity.

REVENUE RECOGNITION

      Rental income is recognized on an accrual basis. Rental payments received
      in advance are deferred until earned. All leases between the Company and
      the tenants of the Property are short-term operating leases. Approximately
      95% of the Property was occupied at December 31, 2000.

PROPERTY AND DEPRECIATION

      Rental property is carried at cost. Depreciation is provided for in
      amounts sufficient to relate the cost of depreciable assets to operations
      over their estimated service lives of 27.5 years for real property by use
      of the straight-line method for financial reporting. Depreciation was
      $246,484 for the period ended December 31, 2000.

NOTE 2 -- CAPITAL STOCK

PREFERRED STOCK

      Each holder of Shares of Preferred Stock is entitled to receive ratably
      all dividends, if any, declared by the Board of Directors out of funds
      legally available. The right to receive dividends shall be non-cumulative,
      and no right to dividends shall accrue by reason of the fact that no
      dividend has been declared in any prior year. Each holder of Shares will
      be entitled to receive, to the extent that funds are available therefore,
      $100,000 per Share, before any payment to the holder of Common Stock, out
      of distributions to stockholders upon liquidation, dissolution or the
      winding up of the Company; the balance of any such funds available for
      distribution will be distributed among the holders of Shares and the
      holder of Common Stock, pro rata based on the number of shares held by
      each; provided, however, that for these purposes, one share of Common
      Stock will be deemed to equal one-tenth of a share of Preferred Stock.

      The Company paid fourth quarter dividends in the amount of $372,413 during
      January 2001. As such, these dividends have been accrued and reflected in
      the Statement of Changes in Stockholders' Equity.

                                     F-106


                            FSP GAEL APARTMENTS CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 2 -- CAPITAL STOCK (Continued)

PREFERRED STOCK (Continued)

      In addition to certain voting rights provided in the corporate agreements,
      the holder of Shares, acting by consent of at least 51%, shall have the
      further right to approve or disapprove a proposed sale of the Property,
      the merger of the Company with any other entity and amendments to the
      corporate charter. A vote of the holders of 66.67% of the Shares is
      required for the issue of any additional shares of capital stock. Holders
      of Shares have no redemption or conversion rights.

COMMON STOCK

      Franklin Street Partners Limited Partnership (FSP) is the sole holder of
      the Company's Common Stock. FSP has the right to elect the directors of
      the Company and to vote on all matters except those voted by the holders
      of Shares of Preferred Stock. The Company shall not declare or pay any
      cash dividends on shares of Common Stock.

NOTE 3 -- RELATED PARTY TRANSACTIONS

      A management agreement was executed on July 28, 2000 between the Company
      and FSP Property Management LLC, an affiliate of the Common Shareholder.
      The agreement provides for a total management fee equal to 5% of collected
      revenues. The affiliates portion of the fees earned was $10,350 for the
      period with $5,175 owed at December 31, 2000.

      An acquisition fee and other costs totaling $566,306 were paid in 2000 to
      an affiliate of the Common Shareholder. Such fees were included in the
      cost of the real estate.

      Syndication fees of $1,700,000 were paid to an affiliate of the Common
      Stockholder for services related to syndication of the investor's
      preferred stock interest.

      During 2000 the Corporation borrowed and repaid in full:

      Note payable to Franklin Street Partners Limited Partnership, the Common
      Shareholder, principal of $17,500,000 with interest equal to the Citizens
      Bank base rate (9.50%). Interest paid to the affiliate was $101,129.

      A commitment fee of $690,625 was for obtaining the first mortgage loan.
      Such amount is included in interest on the Statement of Operations.

                                     F-107


                            FSP GAEL APARTMENTS CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 4 -- CONCENTRATION OF CREDIT RISK

      The Company maintains its cash accounts at two financial institutions. The
      balances, at times, may exceed federally insured limits. At December 31,
      2000, the Company had cash on deposit exceeding the insured limit of
      $1,298,717.

NOTE 5 -- SUBSEQUENT EVENT

      On March 23, 2001, a vote was presented to the preferred shareholders to
      amend the corporate charter whereby allowing the preferred shareholders
      the sole right to elect the directors of the Company. Such amendment would
      be effective on the date consent is received from a majority interest of
      preferred shareholders.

                                     F-108


                      FSP Goldentop Technology Center Corp.
                              Financial Statements
                                December 31, 2002

                                Table of Contents

                                                                            Page
                                                                            ----
Financial Statements

Independent Auditor's Report ............................................. F-110

Balance Sheets as of December 31, 2002 and 2001 .......................... F-111

Statements of Operations for the years ended December 31, 2002 and
      2001 and for the period August 16, 2000 (date of inception) to
      December 31, 2000 .................................................. F-112

Statements of Stockholders' Equity for the years ended December 31, 2002
      and 2001 and for the period August 16, 2000 (date of inception) to
      December 31, 2000 .................................................. F-113

Statements of Cash Flows for the years ended December 31, 2002 and 2001
      and for the period August 16, 2000 (date of inception) to
      December 31, 2000 .................................................. F-114

Notes to the Financial Statements ........................................ F-115

Schedule of Real Estate and Accumulated Depreciation ..................... F-123

                                     F-109


                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders
FSP Goldentop Technology Center Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheets of FSP Goldentop Technology
Center Corp. (a Delaware Corporation) as of December 31, 2002 and 2001, and the
related statements of operations, changes in stockholders' equity and cash
flows, as well as the financial statement schedule listed in the accompanying
index, for the years ended December 31, 2002 and 2001, and for the period from
August 16, 2000 (date of inception) to December 31, 2000. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements and financial statement schedule are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements and financial statement schedule. 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 provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial statement schedule
referred to above present fairly, in all material respects, the financial
position of FSP Goldentop Technology Center Corp. as of December 31, 2002 and
2001, and the results of its operations and its cash flows for the years ended
December 31, 2002 and 2001, and for the initial period ended December 31, 2000
in conformity with accounting principles generally accepted in the United States
of America.


/s/ Braver and Company, P.C.
Newton, Massachusetts
February 7, 2003

                                     F-110


                      FSP Goldentop Technology Center Corp.
                                 Balance Sheets



                                                              December 31,  December 31,
(in thousands, except shares and par value amounts)              2002          2001
========================================================================================

                                                                       
Assets:

Real estate investments, at cost:
   Land                                                        $  4,427      $  4,427
   Buildings and improvements                                    15,183        15,183
----------------------------------------------------------------------------------------
                                                                 19,610        19,610

   Less accumulated depreciation                                    892           503
----------------------------------------------------------------------------------------

     Real estate investments, net                                18,718        19,107

Cash and cash equivalents                                           512           534
Cash-funded reserve                                                 841           852
Tenant receivables                                                   13            --
Step rent receivable                                                289           193
Prepaid expenses and other assets                                    20            15
----------------------------------------------------------------------------------------

     Total assets                                              $ 20,393      $ 20,701
========================================================================================

Liabilities and Stockholders' Equity:

Liabilities:
   Accounts payable and accrued expenses                       $     25      $     45
   Dividends payable                                                497           480
----------------------------------------------------------------------------------------

     Total liabilities                                              522           525
----------------------------------------------------------------------------------------

Commitments and Contingencies:

Stockholders' Equity:
   Preferred Stock, $.01 par value per share; 231.5 shares
     authorized, issued and outstanding                              --            --
   Common Stock, $.01 par value per share, 1 share
     authorized, issued and outstanding                              --            --
   Additional paid-in capital                                    21,221        21,221
   Retained deficit and dividends in excess of earnings          (1,350)       (1,045)
----------------------------------------------------------------------------------------

     Total Stockholders' Equity                                  19,871        20,176
----------------------------------------------------------------------------------------

     Total Liabilities and Stockholders' Equity                $ 20,393      $ 20,701
========================================================================================


                 See accompanying notes to financial statements.

                                     F-111


                      FSP Goldentop Technology Center Corp.
                            Statements of Operations



                                                                                     For the Period
                                                                                    August 16, 2000
                                                                     For the      (date of inception)
                                                                   Years Ended            to
                                                                   December 31,       December 31,
(in thousands, except shares and per share amounts)              2002       2001         2000
=====================================================================================================

                                                                             
Revenue:
   Rental                                                       $2,410     $2,439     $   670
   Interest and other                                               27         54          15
-----------------------------------------------------------------------------------------------------

     Total revenue                                               2,437      2,493         685
-----------------------------------------------------------------------------------------------------

Expenses:
   Rental operating expenses                                        89         96          64
   Depreciation                                                    389        389         113
   Real estate taxes and insurance                                 332        297          81
   Interest                                                         --         --         809
-----------------------------------------------------------------------------------------------------

     Total expenses                                                810        782       1,067
-----------------------------------------------------------------------------------------------------

   Net income (loss) before common dividends                     1,627      1,711        (382)

   Dividends paid to common shareholders prior to
     syndication of preferred shares                                --         --          --
-----------------------------------------------------------------------------------------------------

Net income (loss) attributable to preferred shareholders        $1,627     $1,711     $  (382)
=====================================================================================================

Weighted average number of preferred shares outstanding,
     basic and diluted                                           231.5      231.5       231.5
=====================================================================================================

   Net income (loss) per preferred share, basic and diluted     $7,028     $7,391     $(1,650)
=====================================================================================================


                 See accompanying notes to financial statements.

                                     F-112


                      FSP Goldentop Technology Center Corp.
                  Statements of Changes in Stockholders' Equity
                               For the Years Ended
                         December 31, 2002 and 2001 and
               For the Period August 16, 2000 (date of inception)
                              to December 31, 2000



                                                                                     Retained Deficit
                                                                       Additional      and Dividends        Total
                                            Preferred     Common         Paid in       in Excess of    Stockholders'
(in thousands, except shares)                 Stock        Stock         Capital         Earnings          Equity
====================================================================================================================

                                                                                          
Private offering of 231.5 shares, net        $     --     $     --        $21,221        $    --         $ 21,221

Dividends                                          --           --             --           (473)            (473)

Net Loss                                           --           --             --           (382)            (382)
--------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000                         --           --         21,221           (855)          20,366

Dividends                                          --           --             --         (1,901)          (1,901)

Net Income                                         --           --             --          1,711            1,711
--------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2001                         --           --         21,221         (1,045)          20,176

Dividends                                          --           --             --         (1,932)          (1,932)

Net Income                                         --           --             --          1,627            1,627
--------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002                   $     --     $     --        $21,221        $(1,350)        $ 19,871
====================================================================================================================


                 See accompanying notes to financial statements.

                                     F-113


                      FSP Goldentop Technology Center Corp.
                            Statements of Cash Flows



                                                                                                   For the Period
                                                                                                  August 16, 2000
                                                                             For the            (date of inception)
                                                                           Years Ended                   to
                                                                           December 31,             December 31,
(in thousands)                                                         2002            2001             2000
===================================================================================================================

                                                                                            
Cash flows from operating activities:
   Net income (loss)                                                 $ 1,627         $ 1,711         $   (382)
   Adjustments to reconcile net income (loss) to net cash
     provided by (used for) operating activities:
     Depreciation                                                        389             389              113
   Changes in operating assets and liabilities:
       Cash-funded reserve                                                11             (16)            (834)
       Tenant receivables                                                (13)             --               --
       Step rent receivable                                              (96)           (151)             (42)
       Prepaid expenses and other assets                                  (5)             17              (32)
       Accounts payable and accrued expenses                             (20)            (48)              94
-------------------------------------------------------------------------------------------------------------------

         Net cash provided by (used for) operating activities          1,893           1,902           (1,083)
-------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Purchase of real estate assets                                         --              --          (19,610)
-------------------------------------------------------------------------------------------------------------------

         Net cash used for investing activities                           --              --          (19,610)
-------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Proceeds from sale of company stock                                    --              --           23,150
   Syndication costs                                                      --              --           (1,929)
   Dividends to stockholders                                          (1,915)         (1,896)              --
   Proceeds from long-term debt                                           --              --           18,900
   Principal payments on long-term debt                                   --              --          (18,900)
-------------------------------------------------------------------------------------------------------------------

         Net cash (used for) provided by financing activities         (1,915)         (1,896)          21,221
-------------------------------------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                     (22)              6              528

Cash and cash equivalents, beginning of year                             534             528               --
-------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                               $   512         $   534         $    528
===================================================================================================================

Supplemental disclosure of cash flow information:

   Cash paid for:
     Interest                                                        $    --         $    --         $    809

   Disclosure of non-cash financing activities:
     Dividends declared but not paid                                 $   497         $   480         $    474


                 See accompanying notes to financial statements.

                                     F-114


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

1. Organization

FSP Goldentop Technology Center Corp. (the "Company") was organized on August
16, 2000 as a Corporation under the laws of the State of Delaware to purchase,
own and operate an existing commercial office building located in San Diego,
California (the "Property"). The Property consists of a two-story
R&D/Office/Corporate Headquarters facility containing 141,000 total square feet
of space situated on 8 acres of land. The Company acquired the Property on
September 22, 2000.

2. Summary of Significant Accounting Policies

ESTIMATES AND ASSUMPTIONS

The Company prepares its financial statements and related notes in conformity
with accounting principles generally accepted in the United States of America
("GAAP"). These principles require 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

RECLASSIFICATIONS

Certain information in the 2001 and 2000 financial statements have been
reclassified to conform to the 2002 presentation.

REAL ESTATE  AND DEPRECIATION

Real estate assets are stated at the lower of cost or fair value, as
appropriate, less accumulated depreciation.

Costs related to property acquisition and improvements are capitalized. Typical
capital items include new roofs, site improvements, various exterior building
improvements and major interior renovations. Funding for capital improvement
typically is provided by cash set aside at the time the property was purchased.

Routine replacements and ordinary maintenance and repairs that do not extend the
life of the asset are expensed as incurred. Typical expense items include
interior painting, landscaping and minor carpet replacements. Funding for
repairs and maintenance items typically is provided by cash flows from operating
activities.

Depreciation is computed using the straight line method over the assets'
estimated useful lives as follows:

         Category                             Years
         --------                             -----
         Building - Commercial                 39
         Building Improvements                15-39
         Furniture and equipment               5-7

                                     F-115


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

REAL ESTATE AND DEPRECIATION (continued)

The following schedule reconciles the cost of the property as shown in the
Offering Memorandum as to the amounts shown on the Company's Balance Sheet:

      (in thousands)

      Price per Offering Memorandum                    $      18,900
      Plus:  Acquisition fees                                    463
      Plus:  Other acquisition costs                             247
      -------------------------------------------------------------------
        Total Acquisition Costs                        $      19,610
      ===================================================================

These costs are reported in the Company's Balance Sheet as follows :

      Land                                             $       4,427
      Building                                                15,183
      -------------------------------------------------------------------
        Total reported in Balance Sheet                $      19,610
      ===================================================================

The Company 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 is less
than the carrying value of such asset, an impairment loss is recorded equal to
the difference between the asset's current carrying value and its fair value
based on discounting its estimated future cash flows. At December 31, 2002, 2001
and 2000, no such indicators of impairment were identified.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an initial
maturity of three months or less to be cash equivalents.

CASH-FUNDED RESERVES

The Company has set aside funds in anticipation of future capital needs of the
property. Although these funds typically are used for the payment of real estate
assets and deferred leasing commissions, there is no legal restriction on their
use and they may be used for any company purpose.

RESTRICTED CASH

Restricted cash consists of tenant security deposits.

MARKETABLE SECURITIES

The Company accounts for investments in debt securities under the provisions of
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". The Company typically has classified its debt securities as
available-for-sale.

There were no investments in marketable securities at December 31, 2002, 2001
and 2000.

                                     F-116


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

CONCENTRATION OF CREDIT RISKS

Cash, cash equivalents and short-term investments are financial instruments that
potentially subject the Company to a concentration of credit risk. The Company
maintains its cash balances and short-term investments principally in one bank
which the Company believes to be creditworthy. The Company periodically assesses
the financial condition of the bank and believes that the risk of loss is
minimal. Cash balances held with various financial institutions frequently
exceed the insurance limit of $100,000 provided by the Federal Deposit Insurance
Corporation.

For the years ended December 31, 2002 and 2001 and the period ended December 31,
2000, rental income was derived from one tenant, Northrup Grumman. As such,
future receipts are dependent upon the financial strength of the lessee and its
ability to perform under the lease agreement.

FINANCIAL INSTRUMENTS

The Company estimates that the carrying value of cash and cash equivalents, and
cash-funded reserves approximate their fair values based on their short-term
maturity and prevailing interest rates.

STEP RENT RECEIVABLE

Certain leases provide for fixed increases over the life of the lease. Rental
revenue is recognized on the straight-line basis over the related lease term;
however, billings by the Company are based on required minimum rentals in
accordance with the lease agreements. Step rent receivable, which is the
cumulative revenue recognized in excess of amounts billed by the Company, is
$289,000, $193,000 and $42,000 at December 31, 2002, 2001 and 2000,
respectively.

SYNDICATION FEES

Syndication fees are selling commissions and other costs associated with the
initial offering of the Company's preferred shares. Such costs, in the amount of
$1,929,000 have been reported as a reduction in the Stockholders' Equity in the
Company's Balance Sheets.

REVENUE RECOGNITION

The Company has retained substantially all of the risks and benefits of
ownership of the Company's commercial property and accounts for its lease as an
operating lease. Rental income from the lease, which may include rent
concessions (including free rent and tenant improvement allowances) and
scheduled increases in rental rates during the lease term, is recognized on a
straight-line basis. The Company does not have any percentage rent arrangements
with its commercial property tenant. Reimbursable costs are included in rental
income in the period earned.

                                            Year Ended            Period Ended
                                           December 31,           December, 31
      (in thousands)                     2002         2001            2000
      ==========================================================================
      Income from leases              $   2,002    $   1,947       $     534
      Straight-line rent adjustment          96          151              42
      Reimbursable expenses                 312          341              94
      --------------------------------------------------------------------------

           Total                      $   2,410    $   2,439       $     670
      ==========================================================================

INTEREST AND OTHER

Interest income and other income are recognized when the related services are
performed and the earnings process is complete.

                                     F-117


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

INCOME TAXES

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended. As a REIT, the Company generally is entitled to a tax
deduction for dividends paid to its shareholders, thereby effectively subjecting
the distributed net income of the Company to taxation at the shareholder level
only. The Company must comply with a variety of restrictions to maintain its
status as a REIT. These restrictions include the type of income it can earn, the
type of assets it can hold, the number of shareholders it can have and the
concentration of their ownership, and the amount of the Company's taxable income
that must be distributed annually.

NET INCOME PER SHARE

The Company follows Statement of Financial Accounting Standards No. 128
"Earnings per Share", which specifies the computation, presentation and
disclosure requirements for the Company's net income per share. Basic net income
per share is computed by dividing net income by the weighted average number of
shares outstanding during the period. Diluted net income per share reflects the
potential dilution that could occur if securities or other contracts to issue
shares were exercised or converted into shares. There were no potential dilutive
shares outstanding at December 31, 2002, 2001 and 2000. The denominator used for
calculating basic and diluted net income per share is as follows:

                                                Year Ended         Period Ended
                                               December 31,        December 31,
                                            2002         2001          2000
      ==========================================================================
      Weighted average number of
      preferred shares outstanding          231.5        231.5         231.5

3. Recent Accounting Standards

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of the fair value
can be made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. This Statement will be effective at
the beginning of 2003. The Company has reviewed the provisions of SFAS 143 and
believes that the impact of adoption will not be material to its financial
position, results of operations and cash flows.

In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". This Statement supersedes SFAS No. 121 and
requires that long-lived assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. SFAS No. 144
retains the fundamental provisions of SFAS 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used, and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. This Statement was
effective at the beginning of 2002. The impact of adoption did not have a
material impact on the Company's financial position, results of operations and
cash flows. The Company does not have any real estate assets that it considers
"held for sale" at December 31, 2002.

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements Nos.
4, 44, and 64, Amendment of SFAS 13, and Technical Corrections". This Statement
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt",
and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements". This Statement amends SFAS No. 13,
"Accounting for Leases". This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings or
describe their applicability under changed conditions. This statement will be
effective for the Company's fiscal year ending December 31, 2003. The Company
has reviewed the provisions of SFAS 145 and believes that the impact of adoption
will not be material to its financial position, results of operations and cash
flows.

                                     F-118


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

3. Recent Accounting Standards (continued)

In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities". This statement was effective January 1, 2003. SFAS
No. 146 replaces current accounting literature and requires the recognition of
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company's financial position, results of operations and cash flows.

4. Income Taxes

The Company files as a REIT under Sections 856-860 of the Internal Revenue Code
of 1986, as amended. In order to qualify as a REIT, the Company is required to
distribute at least 90% of its taxable income to shareholders and to meet
certain asset and income tests as well as certain other requirements. The
Company will generally not be liable for federal income taxes, provided it
satisfies their requirements. Even as a qualified REIT, the Company is subject
to certain state and local taxes on its income and property.

For the period ended December 31, 2000, the Company incurred a net operating
loss for income tax purposes of approximately $358,000 that can be carried
forward until it expires in the year 2020.

At December 31, 2002, 2001 and 2000 the Company's net tax basis of its real
estate assets approximates the amount set forth in the Company's Balance Sheets.

The following schedule reconciles GAAP Net Income to Taxable Income subject to
dividend requirements



                                                                            Year Ended                   Period Ended
                                                                            December 31,                 December 31,
     (in thousands)                                                   2002              2001                 2000
     ================================================================================================================

                                                                                                
     GAAP net income (loss)                                       $      1,627      $      1,711         $     (382)

        Add:  Book depreciation                                            389               389                113
        Less: Tax depreciation                                            (442)             (422)               (41)
              Straight-line rents                                          (96)             (151)               (42)
     ----------------------------------------------------------------------------------------------------------------
     Taxable income (loss) subject to dividend requirement(1)     $      1,478      $      1,527         $     (352)
     ================================================================================================================


     (2) A tax loss is not subject to a dividend requirement.

The following schedule reconciles cash dividends paid to the dividends paid
deduction:



                                                                          Year Ended                   Period Ended
                                                                          December 31,                 December 31,
     (in thousands)                                                   2002             2001               2000
     ==============================================================================================================

                                                                                              
     Cash dividends paid                                          $    1,915       $    1,896          $       --
        Plus: Dividends designated from following year                    --               --                  --
        Less: Portion designated capital gain distribution                --               --                  --
        Less: Return of Capital                                         (437)            (369)                 --
     --------------------------------------------------------------------------------------------------------------
     Dividends paid deduction                                     $    1,478      $     1,527          $       --
     ==============================================================================================================


                                     F-119


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

5. Cash Available for Distribution

The Company evaluates its performance based on Cash Available for Distribution
("CAD") as management believes that CAD represents the most accurate measure of
the Company's activity. CAD is the basis for distributions paid to equity
holders.

The Company defines CAD as: net income as computed in accordance with accounting
principles generally accepted in the United States of America ("GAAP"); plus
certain non-cash items included in the computation of net income (depreciation
and amortization, certain non-cash compensation expenses and straight line rent
adjustments); plus funds raised by the issuance of shares; plus the net proceeds
from the sale of land; less purchases of real estate assets, property and
equipment ("Capital Expenditures"), payments for deferred leasing commissions
and payments for deferred lease origination costs; plus (less) proceeds from
(payments to) cash reserves established at the acquisition date of the property
(cash funded reserve). Depreciation and amortization, non-cash compensation and
straight-line rents are an adjustment to CAD, as these are non-cash items
included in net income. Capital Expenditures, payments of deferred leasing
commissions and payments for deferred lease origination costs and the proceeds
from (payments to) the funded reserve are an adjustment to CAD, as they
represent cash items not reflected in income. CAD should not be considered as an
alternative to net income (determined in accordance with GAAP), as an indicator
of the Company's financial performance, nor as an alternative to cash flows from
operating activities (determined in accordance with GAAP), nor as a measure of
the Company's liquidity, nor is it necessarily indicative of sufficient cash
flow to fund all of the Company's needs. Other real estate companies may define
CAD in a different manner. It is at the Company's discretion to retain a portion
of CAD for operational needs. We believe that in order to facilitate a clear
understanding of the results of the Company, CAD should be examined in
connection with net income and cash flows from operating, investing and
financing activities in the financial statements.

The calculation of CAD is shown in the following table:



                                                                   Year Ended            Period Ended
                                                                  December 31,           December 31,
      (in thousands)                                           2002           2001           2000
      ===================================================================================================

                                                                                
         Net income (loss)                                 $   1,627       $   1,711     $    (382)
         Depreciation                                            389             389           113
         Straight line rent                                      (96)           (151)          (42)
         Proceeds from offering of shares                          -               -        21,221
         Purchase of land and building and improvements            -               -       (19,610)
         Establish funded reserve                                 11             (16)         (835)
      ---------------------------------------------------------------------------------------------------

      Cash Available for Distribution                      $   1,931       $   1,933     $     465
      ===================================================================================================


The Company's cash distributions are summarized as follows:



      (in thousands)                                                 Year Ended            Period Ended
                                                                    December 31,           December 31,
      Quarter Paid                                              2002           2001            2000
      ===================================================================================================

                                                                                 
      First Quarter                                         $      480     $      467     $       --
      Second Quarter                                               471            482
      Third Quarter                                                467            468             --
      Fourth Quarter                                               497            479             --
      ---------------------------------------------------------------------------------------------------

        Dividends paid                                      $    1,915     $    1,896     $       --
      ===================================================================================================


Cash distributions are declared and paid based on the total outstanding shares
as of the record date and are typically paid in the quarter following the
quarter that CAD is generated.

                                     F-120


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

6. Capital Stock

PREFERRED STOCK

Generally, each holder of Shares of Preferred Stock is entitled to receive
ratably all income and all dividends, if any, declared by the Board of Directors
out of funds legally available. The right to receive dividends shall be
non-cumulative, and no right to dividends shall accrue by reason of the fact
that no dividend has been declared in any prior year. Each holder of Shares will
be entitled to receive, to the extent that funds are available therefore,
$100,000 per Share, before any payment to the holder of Common Stock, out of
distributions to stockholders upon liquidation, dissolution or the winding up of
the Company; the balance of any such funds available for distribution will be
distributed among the holders of Shares and the holder of Common Stock, pro rata
based on the number of shares held by each; provided, however, that for these
purposes, one share of Common Stock will be deemed to equal one-tenth of a share
of Preferred Stock.

In addition to certain voting rights provided in the corporate agreements, the
holder of Shares, acting by consent of at least 51%, shall have the further
right to approve or disapprove a proposed sale of the Property, the merger of
the Company with any other entity and amendments to the corporate charter. A
vote of the holders of 66.67% of the Shares is required for the issue of any
additional shares of capital stock. Holders of Shares have no redemption or
conversion rights.

COMMON STOCK

Franklin Street Properties Corp. ("FSP"), is the sole holder of the Company's
Common Stock. FSP has the right, as one class together with the holders of
Preferred Stock, to vote to elect the directors of the Company and to vote on
all matters except those voted by the holders of Shares of Preferred Stock. The
holders of common shares are not entitled to receive any income, nor shall the
Company declare or pay any cash dividends on shares of Common Stock.

7. Related Party Transactions

The Company executed a management agreement with FSP Property Management LLC, an
affiliate of FSP, that provides for a management fee equal to 1% of collected
revenues and is cancelable with 30 days notice by either party. For the years
ended December 31, 2002, 2001 and 2000, fees incurred under the agreement were
$20,000, $19,000 and $6,000, respectively.

An acquisition fee of $463,000 and other costs totaling $199,000 were paid in
2000 to an affiliate of the Common Shareholder. Such fees were included in the
cost of the real estate.

Syndication fees of $1,852,000 were paid in 2000 to an affiliate of the Common
Shareholder for services related to syndication of the Company's preferred
stock.

During 2000, the Company borrowed and repaid in full:

     Note payable to FSP, principal of $18,900,000 with interest equal to the
     Citizens Bank base. Interest paid to FSP was $57,000. The average interest
     rate during the time the loan was outstanding was 9.50%.

     A commitment fee of $752,000 was paid to FSP for obtaining the first
     mortgage loan. Such amount is included in interest expense on the Statement
     of Operations.

                                     F-121


                      FSP Goldentop Technology Center Corp.
                          Notes to Financial Statements

8. Commitments and Contingencies

The Company, as lessor, has future minimum rentals due under a non-cancelable
operating lease as follows:

                                            Year Ended
   (in thousands)                          December 31,     Amount
                                           ------------    -------

                                               2003        $ 2,057
                                               2004          2,115
                                               2005          2,174
                                               2006          2,235
                                               2007          1,149
                                                           -------

                                                           $ 9,730
                                                           =======

In addition, the lessee is liable for real estate taxes and operating expenses
as direct expenses to the lessee.

Upon acquiring the commercial rental property in September 2000, the Company was
assigned the lease agreement between the seller of the Property and the existing
tenant. The original lease period is seven years with renewal options.

9.   Subsequent Event

The Company has entered into a merger agreement with its common shareholder,
Franklin Street Properties Corp ("FSP"). In January 2003 FSP filed a proxy
statement with the United States Securities and Exchange Commission indicating
its intent to acquire the preferred stock interests of the Company and twelve
additional REITs. The merger requires the approval of the shareholders of the
Company as well as the shareholders of the twelve additional REITs and the
shareholders of FSP. If approved, FSP will issue shares of its common stock in
exchange for a 100% ownership interest in the Company.

                                     F-122


                                                                    SCHEDULE III

                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 2002



(in thousands)
                                                                Initial Cost
                                                    ------------------------------------
                                                                                Costs
                                                                             Capitalized
                                                                             (Disposals)
                                                                              Subsequent
                                      Encumbrances             Buildings &        to
Description                               (1)          Land    Improvements  Acquisition
                                      ------------     ----    ------------  -----------

                                                                  
Goldentop, San Diego, CA                       --   $  4,427   $   15,183     $      --
                                       ==========   ========   ==========     =========


(in thousands)
                                                         Historical Costs
                                      -------------------------------------------------------------

                                                                                         Total
                                                                                       Costs, Net
                                                                                           of        Depreciable
                                                Buildings &              Accumulated   Accumulated       Life        Date of
Description                            Land     Improvements   Total(2)  Depreciation  Depreciation     Years      Acquisition
                                       ----     ------------   --------  ------------  ------------  -----------   -----------

                                                                                            
Goldentop, San Diego, CA              $  4,427  $     15,183   $ 19,610   $      892    $   18,718      15-39    September, 2000
                                      ========  ============   ========   ==========    ==========



(1)   There are no encumbrances on the above property.
(2)   The aggregate cost for Federal Income Tax purposes approximates total
      historical costs.

                                     F-123


                         FSP GOLDENTOP TECHNOLOGY CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

The following table summarizes the changes in the Company's real estate
investment and accumulated depreciation:

                                                    December 31,
(in thousands)                           2002           2001             2000
================================================================================

Real estate investments, at cost:
   Balance, beginning of period      $  19,610     $  19,610        $      --
     Acquisitions                           --            --           19,610
     Improvements                           --            --               --
     Dispositions                           --            --               --
--------------------------------------------------------------------------------

   Balance, end of period            $  19,610     $  19,610        $  19,610
================================================================================

Accumulated depreciation:
   Balance, beginning of period      $     503     $     114        $      --
     Depreciation                          389           389              114
     Dispositions                           --            --               --
--------------------------------------------------------------------------------

   Balance, end of period            $     892     $     503        $     114
================================================================================

                                     F-124


                            FSP GOLDENTOP TECHNOLOGY
                                  CENTER CORP.
                            (A DELAWARE CORPORATION)
                               FINANCIAL STATEMENT
                                DECEMBER 31, 2001

                                    CONTENTS

                                                                           PAGE

Independent auditors report                                                F-126

Financial statements:

    Balance sheet                                                          F-127

    Statement of operations                                                F-128

    Statement of changes in stockholders equity                            F-129

    Statement of cash flows                                                F-130

Notes accompanying financial statements                                    F-131

                                     F-125


                    [LETTERHEAD OF BRAVER AND COMPANY, P.C.]

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders
FSP Goldentop Technology Center Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheet of FSP Goldentop Technology
Center Corp. (a Delaware Corporation) as of December 31, 2001 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
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 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 Goldentop Technology Center
Corp. (a Delaware Corporation) at December 31, 2001, and the results of its
operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Braver and Company, P.C.

February 1, 2002

                                     F-126


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

      ASSETS

Rental property, at cost:
  Land                                                             $  4,426,472
  Building                                                           15,183,276
                                                                   ------------

                                                                     19,609,748
  Less: accumulated depreciation                                        502,865
                                                                   ------------

    Rental property, net                                             19,106,883

Cash                                                                    534,605
Capital improvement reserves                                            851,721
Miscellaneous other assets                                              207,985
                                                                   ------------

    Total assets                                                   $ 20,701,194
                                                                   ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Accounts payable and accrued expenses                                  44,731
  Dividends payable                                                     480,363
                                                                   ------------

    Total liabilities                                                   525,095
                                                                   ------------

Stockholders' equity:
  Preferred stock, $.01 par value per share,
    authorized 231.5 shares, issued and outstanding
    231.5 shares                                                              2
  Common stock, $01 par value per share,
    authorized one share, issued and outstanding one share                   --
  Additional paid-in capital                                         21,221,351
  Retained deficit and dividends in excess of earnings               (1,045,254)
                                                                   ------------

   Total stockholders' equity                                        20,176,099
                                                                   ------------

   Total liabilities and stockholders' equity                      $ 20,701,194
                                                                   ============

                 See accompanying notes to financial statements

                                     F-127


                          FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                                 (A DELAWARE CORPORATION)
                             STATEMENT OF OPERATIONS
                               YEAR ENDED DECEMBER 31, 2001

REVENUES:

  Rental income                                                       $2,438,793
  Interest                                                                54,135
                                                                      ----------

    Total revenues                                                     2,492,928
                                                                      ----------

EXPENSES:

  Administrative                                                          32,049
  Depreciation                                                           389,315
  Management fees                                                         56,379
  Operating and maintenance                                                6,970
  Taxes and insurance                                                    297,473
                                                                      ----------

    Total expenses                                                       782,186
                                                                      ----------

NET INCOME                                                            $1,710,742
                                                                      ==========

                 See accompanying notes to financial statements

                                     F-128


                          FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                                 (A DELAWARE CORPORATION)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               YEAR ENDED DECEMBER 31, 2001



                                                                           Retained Deficit
                                                              Additional     and Dividends       Total
                                                                Paid-in        in Excess      Stockholders'
                            Preferred Stock   Common Stock      Capital       of Earnings        Equity
                            ---------------   ------------    ----------      -----------        ------
                                                                               
Balance, December 31, 2000    $          2             --    $ 21,221,351    $   (855,464)    $ 20,365,889

Net income                              --             --              --       1,710,742        1,710,742

Dividends                               --             --              --      (1,900,532)      (1,900,532)
                              ------------    -----------    ------------    ------------     ------------

Balance, December 31, 2001    $          2    $        --    $ 21,221,351    $ (1,045,254)    $ 20,176,099
                              ============    ===========    ============    ============     ============


                 See accompanying notes to financial statements

                                     F-129


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                             STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2001

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                        $ 1,710,742

Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation                                                        389,315
    Changes in operating assets and liabilities:
    Increase in miscellaneous other assets                             (133,774)
    Decrease in accounts payable and accrued expenses                   (49,119)
                                                                    -----------

      Net cash provided by operating activities                       1,917,164
                                                                    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to capital improvement reserves                             (16,346)
                                                                    -----------

    Net cash used in investing activities                               (16,346)
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends                                                          (1,893,837)
                                                                    -----------

    Net cash used in financing activities                            (1,893,837)
                                                                    -----------

NET INCREASE IN CASH                                                      6,981

CASH BALANCE, beginning of year                                         527,624
                                                                    -----------

CASH BALANCE, end of year                                           $   534,605
                                                                    ===========

                 See accompanying notes to financial statements

                                     F-130


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENT

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   ORGANIZATION

   FSP Goldentop Technology Center Corp. was organized on August 16, 2000 as a
   Corporation under the laws of the State of Delaware to purchase, own and
   operate an existing commercial building located in San Diego, California (the
   "Property"). The Property consists of a two-story R&D/Office/Corporate
   Headquarters facility containing 141,405 total square feet of space situated
   on 8 acres of land. The Company acquired the Property on September 22, 2000
   and will operate in a manner intended to qualify as a real estate investment
   trust ("REIT") for federal income tax purposes.

   In November 2000, the Company completed a private offering of 231.5 shares of
   preferred stock at $100,000 per share.

   METHOD OF ACCOUNTING

   The Company maintains its books and records on the accrual method of
   accounting in accordance with generally accepted accounting principles.

   CASH AND CASH EQUIVALENTS

   For purposes of the statements of cash flows, the Company considers all
   highly liquid debt instruments with an initial maturity of three months or
   less to be cash equivalents.

   INCOME TAXES

   The Company has elected and intends to maintain its election as a REIT under
   the Internal Revenue Code of 1986, as amended. As a result, the Company
   generally will not be subject to federal taxation to the extent it
   distributes 90% of its REIT taxable income to its shareholders and satisfies
   certain other requirements. Accordingly, no provision for federal or state
   income taxes has been included in the accompanying financial statements.

   For the period ended December 31, 2000, the Company incurred a net operating
   loss for income tax purposes approximately of $358,000 that can be carried
   forward until it expires in the year 2020.

   USE OF ESTIMATES

   The preparation of financial statements in conformity 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 revenue and expenses during the reporting period.
   Actual results could differ from those estimates.

   SYNDICATION FEES

   Syndication fees are selling commissions and other costs associated with the
   initial offering of the Company's preferred shares. Such costs, in the amount
   of $1,928,647, have been reported as a reduction in the Stockholders'
   Equity.

   REVENUE RECOGNITION

   Rental income, which includes scheduled increases over the lease term, is
   recognized on a straight-line basis. Income recognized on a straight-line
   basis differed from income that would have accrued in accordance with the
   lease by $150,995 in 2001

                                     F-131


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENT

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

   PROPERTY AND DEPRECIATION

   Rental property is carried at cost. Depreciation is provided for in amounts
   sufficient to relate the cost of depreciable assets to operations over their
   estimated service lives of 39 years for real property by use of the
   straight-line method for financial reporting. Depreciation was $389,315 for
   the year ended December 31, 2001.

2. CAPITAL STOCK:

   PREFERRED STOCK

   Each holder of Shares of Preferred Stock is entitled to receive ratably all
   dividends, if any, declared by the Board of Directors out of funds legally
   available. The right to receive dividends shall be non-cumulative, and no
   right to dividends shall accrue by reason of the fact that no dividend has
   been declared in any prior year. Each holder of Shares will be entitled to
   receive, to the extent that funds are available therefore, $100,000 per
   Share, before any payment to the holder of Common Stock, out of distributions
   to stockholders upon liquidation, dissolution or the winding up of the
   Company; the balance of any such funds available for distribution will be
   distributed among the holders of Shares and the holder of Common Stock, pro
   rata based on the number of shares held by each; provided, however, that for
   these purposes, one share of Common Stock will be deemed to equal one-tenth
   of a share of Preferred Stock.

   The Company declared a dividend in December 2001 to holders of record on
   December 31, 2001. These dividends, in the amount of $480,363, were paid in
   2002 and have been accrued and reflected in Stockholders' Equity.

   In addition to certain voting rights provided in the corporate agreements,
   the holder of Shares, acting by consent of at least 51%, shall have the
   further right to approve or disapprove a proposed sale of the Property, the
   merger of the Company with any other entity and amendments to the corporate
   charter. A vote of the holders of 66.67% of the Shares is required for the
   issue of any additional shares of capital stock. Holders of Shares have no
   redemption or conversion rights.

   During 2001, a majority interest of Preferred Stockholders voted to amend the
   corporate charter whereby allowing the Preferred Stockholders the right to
   elect and make certain changes to the Board of Directors.

   COMMON STOCK

   Franklin Street Properties Corp. (FSP), formerly Franklin Street Partners
   Limited Partnership, is the sole holder of the Company's Common Stock. FSP
   has the right, as one class together with the Holders of Preferred Stock, to
   vote to elect the directors of the Company and to vote on all matters except
   those voted by the holders of Shares of Preferred Stock. The Company shall
   not declare or pay any cash dividends on shares of Common Stock.

3. RELATED PARTY TRANSACTIONS:

   A management agreement was executed on September 22, 2000 between the Company
   and FSP Property Management LLC, an affiliate of the Common Shareholder. The
   agreement provides for a total management fee equal to 3% of collected
   revenues. The affiliate's portion of the fees earned and paid was $19,471 for
   the year ended December 31, 2001.

                                     F-132


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENT

3. RELATED PARTY TRANSACTIONS: (CONTINUED)

   Franklin Street Partners Limited Partnership operated under the laws of the
   Commonwealth of Massachusetts. On January 1, 2002, the limited partnership
   merged into Franklin Street Properties Corp (FSP), the Common Shareholder,
   and will operate in a manner intended to qualify as a real estate investment
   trust ("REIT") for federal income tax purposes.

4. LEASES:

   The Company, as lessor, has minimum future rentals due under a noncancellable
   operating lease as follows:

                             Year Ended
                            December 31,          Amount
                            ------------          ------
                                2002            2,002,075
                                2003            2,057,053
                                2004            2,115,330
                                2005            2,173,607
                                2006            2,235,381
                              Thereafter        1,148,577
                                              -----------
                                              $11,732,023
                                              ===========

   In addition, the lessee is liable for real estate taxes and operating
   expenses as direct expenses to the lessee.

   Upon acquiring the commercial rental property in September 2000, the Company
   was assigned the lease agreement between the seller of the Property and the
   existing tenant. The lease is from July 1, 2000 to June 30, 2007.

5. CONCENTRATIONS OF RISK:

   For the period ended December 31, 2001, all of the rental income was derived
   from one lessee. As such, future rental receipts are dependent upon the
   financial strength of the lessees and their ability to perform under the
   lease agreements.

   The Company maintains its cash accounts at two financial institutions. The
   balances, at times, may exceed federally insured limits. The Company had cash
   on deposit exceeding the insured limit by $1,293,193 in 2001.

                                     F-133


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                       For the Period from August 16, 2000
                    (date of inception) to December 31, 2000

                                    CONTENTS

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

                                                                            Page

Independent Auditors' Report                                               F-135

Financial Statements:

     Balance Sheet                                                         F-136

     Statement of Operations                                               F-137

     Statement of Changes in Stockholders' Equity                          F-138

     Statement of Cash Flows                                               F-139

     Notes to Financial Statements                                         F-140

                                     F-134


                    [LETTERHEAD OF BRAVER AND COMPANY, P.C.]

Independent Auditors' Report

To the Stockholders
FSP Goldentop Technology Center Corp.
(a Delaware Corporation)
Wakefield, Massachusetts

We have audited the accompanying balance sheet of FSP Goldentop Technology
Center Corp. (a Delaware Corporation) as of December 31, 2000 and the related
statements of income, changes in stockholders' equity and cash flows for the
period from August 16, 2000 (date of inception) to December 31, 2000. These
financial statements are the responsibility of the Company'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 Goldentop Technology Center
Corp. (a Delaware Corporation) at December 31, 2000, and the results of its
operations and its cash flows for the period from August 16, 2000 (date of
inception) to December 31, 2000, in conformity with generally accepted
accounting principles.

/s/ Braver and Company, P.C.
Boston, Massachusetts
January 30, 2001
(Except for Note 6, as to which the date is March 23, 2001)

                                     F-135


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                                  Balance Sheet
                                December 31, 2000

      ASSETS

Rental property, at cost:
  Land                                                             $  4,426,472
  Building                                                           15,183,276
                                                                   ------------
                                                                     19,609,748
  Less: accumulated depreciation                                        113,550
                                                                   ------------
    Rental property, net                                             19,496,198

Cash                                                                    527,624
Capital improvement reserves                                            835,375
Miscellaneous other assets                                               74,211
                                                                   ------------
    Total assets                                                   $ 20,933,408
                                                                   ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Accrued expenses                                                 $     93,851
  Dividends payable                                                     473,668
                                                                   ------------

    Total liabilities                                                   567,519
                                                                   ------------

Commitments (Notes 2, 3, & 4)

Stockholders' equity:
  Preferred stock, $.01 par value per share,
    authorized 231.5 shares, issued and outstanding 231.5 shares              2
  Common stock, $.01 par value per share,
    authorized one share, issued and outstanding one share                   --
Additional paid-in capital                                           21,221,351
Retained deficit and dividends in excess of earnings                   (855,464)
                                                                   ------------

   Total stockholders' equity                                        20,365,889
                                                                   ------------

   Total liabilities and stockholders' equity                      $ 20,933,408
                                                                   ============

                 See accompanying notes to financial statements

                                     F-136


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                             Statement of Operations
                       For the Period from August 16, 2000
                    (date of inception) to December 31, 2000

REVENUES:

  Rental income                                                     $   670,322
  Interest                                                               15,035
                                                                    -----------

    Total revenues                                                      685,357
                                                                    -----------

EXPENSES:

  Interest                                                              809,032
  Depreciation                                                          113,550
  Taxes and insurance                                                    80,643
  Administrative                                                         40,523
  Management fees                                                        18,098
  Operating and maintenance                                               5,307
                                                                    -----------

    Total expenses                                                    1,067,153
                                                                    -----------

NET LOSS                                                            $  (381,796)
                                                                    ===========

                 See accompanying notes to financial statements

                                     F-137


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                  Statement of Changes in Stockholders' Equity
                       For the Period from August 16, 2000
                    (date of inception) to December 31, 2000



                                                                                      Retained Deficit
                                                                        Additional      and Dividends        Total
                                                                          Paid in         in Excess       Stockholders'
                                      Preferred Stock   Common Stock      Capital        of Earnings         Equity
                                      ---------------   ------------    ----------       -----------         ------
                                                                                          
Private offering of 231.5 shares, net   $          2    $         --    $ 21,221,351    $         --     $ 21,221,353

Net loss                                          --              --              --        (381,796)        (381,796)

Dividends                                         --              --              --        (473,668)        (473,668)
                                        ------------    ------------    ------------    ------------     ------------

Balance, December 31, 2000              $          2    $         --    $ 21,221,351    $   (855,464)    $ 20,365,889
                                        ============    ============    ============    ============     ============


                 See accompanying notes to financial statements

                                     F-138


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                             Statement of Cash Flows
                       For the Period from August 16, 2000
                    (date of inception) to December 31, 2000

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                         $   (381,796)

Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation                                                        113,550
    Changes in operating assets and liabilities:
    Increase in accounts receivable                                     (61,003)
    Increase in miscellaneous other assets                               80,643
                                                                   ------------
      Net cash used in operating activities                            (248,606)
                                                                   ------------

CASH FLOWS FROM IN VESTING ACTIVITIES:
  Additions to capital improvement reserves                            (835,375)
  Purchase of rental property                                       (19,609,748)
                                                                   ------------
    Net cash used in investing activities                           (20,445,123)
                                                                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of issuance of shares, net                                21,221,353
  Proceeds from long-term debt                                       18,900,000
  Principal payments on long-term debt                              (18,900,000)
                                                                   ------------
    Net cash provided by financing activities                        21,221,353
                                                                   ------------

NET INCREASE IN CASH                                                    527,624

CASH BALANCE, beginning of period                                            --
                                                                   ------------

CASH BALANCE, end of period                                        $    527,624
                                                                   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
  Cash paid during the period for interest                         $    809,032
                                                                   ============

                 See accompanying notes to financial statements

                                     F-139


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

      FSP Goldentop Technology Center Corp. was organized on August 16, 2000 as
      a Corporation under the laws of the State of Delaware to purchase, own and
      operate an existing commercial building located in San Diego, California
      (the "Property"). The Property consists of a two-story
      R&D/Office/Corporate Headquarters facility containing 141,405 total square
      feet of space situated on 8 acres of land. The Company acquired the
      Property on September 22, 2000 and will operate in a manner intended to
      qualify as a real estate investment trust ("REIT") for federal income tax
      purposes.

      In November 2000, the Company completed a private offering of 231.5 shares
      of preferred stock at $100,000 per share.

METHOD OF ACCOUNTING

      The Company maintains its books and records on the accrual method of
      accounting in accordance with generally accepted accounting principles.

CASH AND CASH EQUIVALENTS

      For purposes of the statements of cash flows, the Company considers all
      highly liquid debt instruments with an initial maturity of three months or
      less to be cash equivalents.

INCOME TAXES

      The Company has maintained and intends to maintain its election as a REIT
      under the Internal Revenue Code of 1986, as amended. As a result, the
      Company generally will not be subject to federal taxation to the extent it
      distributes 95% (90% for 2001) of its REIT taxable income to its
      shareholders and satisfies certain other requirements. For the period
      ended December 31, 2000, the Company incurred a net operating loss for
      income tax purposes of approximately $401,000 that can be carried forward
      until it expires in the year 2020. Accordingly, no provision for federal
      or state income taxes has been included in the accompanying financial
      statements.

USE OF ESTIMATES

      The preparation of financial statements in conformity 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 revenue and expenses
      during the reporting period. Actual results could differ from those
      estimates.

                                     F-140


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SYNDICATION FEES

      Syndication fees are selling commissions and other costs associated with
      the offering of the Company's preferred shares. Such costs, in the amount
      of $1,928,647, have been reported as a reduction of the private offering
      proceeds on the Statement of Changes in Stockholders' Equity.

REVENUE RECOGNITION

      Rental income, which includes scheduled increases over the lease term, is
      recognized on a straight-line basis. Income recognized on a straight-line
      basis differed from income that would have accrued in accordance with the
      lease by $41,524. One tenant occupied 100% of the Property at December 31,
      2000.

PROPERTY AND DEPRECIATION

      Rental property is carried at cost. Depreciation is provided for in
      amounts sufficient to relate the cost of depreciable assets to operations
      over their estimated service lives of 39 years for real property by use of
      the straight-line method for financial reporting. Depreciation was
      $113,550 for the year ended December 31, 2000.

NOTE 2 -- CAPITAL STOCK

PREFERRED STOCK

      Each holder of Shares of Preferred Stock is entitled to receive ratably
      all dividends, if any, declared by the Board of Directors out of funds
      legally available. The right to receive dividends shall be non-cumulative,
      and no right to dividends shall accrue by reason of the fact that no
      dividend has been declared in any prior year. Each holder of Shares will
      be entitled to receive, to the extent that funds are available therefore,
      $100,000 per Share, before any payment to the holder of Common Stock, out
      of distributions to stockholders upon liquidation, dissolution or the
      winding up of the Company; the balance of any such funds available for
      distribution will be distributed among the holders of Shares and the
      holder of Common Stock, pro rata based on the number of shares held by
      each; provided, however, that for these purposes, one share of Common
      Stock will be deemed to equal one-tenth of a share of Preferred Stock.

      The Company paid fourth quarter dividends in the amount of $473,668 during
      January 2001. As such, these dividends have been accrued and reflected in
      the Statement of Changes in Stockholders' Equity.

                                     F-141


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 2 -- CAPITAL STOCK (Continued)

PREFERRED STOCK -- (Continued)

      In addition to certain voting rights provided in the corporate agreements,
      the holder of Shares, acting by consent of at least 51%, shall have the
      further right to approve or disapprove a proposed sale of the Property,
      the merger of the Company with any other entity and amendments to the
      corporate charter. A vote of the holders of 66.67% of the Shares is
      required for the issue of any additional shares of capital stock. Holders
      of Shares have no redemption or conversion rights.

COMMON STOCK

      Franklin Street Partners Limited Partnership (FSP) is the sole holder of
      the Company's Common Stock. FSP has the right to elect the directors of
      the Company and to vote on all matters except those voted by the holders
      of Shares of Preferred Stock. The Company shall not declare or pay any
      cash dividends on shares of Common Stock.

NOTE 3 -- RELATED PARTY TRANSACTIONS

      A management agreement was executed on September 22, 2000 between the
      Company and FSP Property Management LLC, an affiliate of the Common
      Shareholder. The agreement provides for a total management fee equal to 3%
      of collected revenues. The affiliate's portion of the fees earned was
      $6,033 for the period with $2,301 owed at December 31, 2000.

      An acquisition fee and other costs totaling $661,909 were paid in 2000 to
      an affiliate of the Common Shareholder. Such fees were included in the
      cost of the real estate.

      Syndication fees of $1,852,000 were paid in 2000 to an affiliate of the
      Common Shareholder for services related to syndication of the investor's
      preferred stock interest.

      During 2000, the Company borrowed and repaid in full:

      Note payable to Franklin Street Partners Limited Partnership, the Common
      Shareholder, principal of $18,900,000 with interest equal to the Citizens
      Bank base rate (9.50%). Interest paid to the affiliate was $56,657.

      A commitment fee of $752,375 was paid for obtaining the first mortgage
      loan. Such amount is included in interest on the Statement of Operations.

                                     F-142


                      FSP GOLDENTOP TECHNOLOGY CENTER CORP.
                            (a Delaware Corporation)

                          Notes to Financial Statements

NOTE 4 -- LEASES

      The Company, as lessor, has minimum future rentals due under
      noncancellable operating leases as follows:

                             Year Ended
                            December 31,          Amount
                            ------------          ------

                               2001           $ 1,947,097
                               2002             2,002,075
                               2003             2,057,053
                               2004             2,115,330
                               2005             2,173,607
                             Thereafter         3,383,958
                                              -----------
                                              $13,679,120
                                              ===========

      In addition, the lessee is liable for real estate taxes and operating
      expenses as direct expenses to the lessee.

      Upon acquiring the commercial rental property in September 2000, the
      Company was assigned the lease agreement between the seller of the
      Property and the existing tenant. The lease is from July 1, 2000 to June
      30, 2007.

NOTE 5 -- CONCENTRATIONS OF RISK

      For the period ended December 31, 2000, all of the rental income was
      derived from one lessee. As such, future rental receipts are dependent
      upon the financial strength of the lessees and their ability to perform
      under the lease agreements.

      The Company maintains its cash accounts at two financial institutions. The
      balances, at times, may exceed federally insured limits. At December 31,
      2000, the Company had cash on deposit exceeding the insured limit by
      $1,253,732.

NOTE 6 -- SUBSEQUENT EVENT

      On March 23, 2001, a vote was presented to the preferred shareholders to
      amend the corporate charter whereby allowing the preferred shareholders
      the sole right to elect the directors of the Company. Such amendment would
      be effective on the date consent is received from a majority interest of
      preferred shareholders.

                                     F-143


                     FSP Centennial Technology Center Corp.
                              Financial Statements
                                December 31, 2002

                                Table of Contents
                                                                            Page
                                                                            ----
Financial Statements

Independent Auditor's Report.............................................. F-145

Balance Sheets as of December 31, 2002 and 2001........................... F-146

Statements of Operations for the years ended December 31, 2002 and 2001
     and For the Period August 15, 2000 (date of inception) to
     December 31, 2000.................................................... F-147

Statements of Changes in Stockholders' Equity for the years ended
     December 31, 2002 and 2001 and For the Period August 15, 2000
     (date of inception) to December, 31, 2000............................ F-148

Statements of Cash Flows for the years ended December 31, 2002 and 2001
     and For the Period August 15, 2000 (date of inception) to
     December, 31, 2000................................................... F-149

Notes to the Financial Statements......................................... F-150

Schedule of Real Estate and Accumulated Depreciation...................... F-158

                                     F-144


                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders
FSP Centennial Technology Center Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheets of FSP Centennial Technology
Center Corp. (a Delaware Corporation) as of December 31, 2002 and 2001, and the
related statements of operations, changes in stockholders' equity and cash
flows, as well as the financial statement schedule listed in the accompanying
index, for the years ended December 31, 2002 and 2001, and for the period from
August 15, 2000 (date of inception) to December 31, 2000. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements and financial statement schedule are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements and financial statement schedule. 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 provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial statement schedule
referred to above present fairly, in all material respects, the financial
position of FSP Centennial Technology Center Corp. as of December 31, 2002 and
2001, and the results of its operations and its cash flows for the years ended
December 31, 2002 and 2001, and for the initial period ended December 31, 2000
in conformity with accounting principles generally accepted in the United States
of America.


/s/ Braver and Company, P.C.
Newton, Massachusetts
February 7, 2003

                                     F-145


                     FSP Centennial Technology Center Corp.
                                 Balance Sheets



                                                          December 31,        December 31,
(in thousands, except shares and par value amounts)          2002                2001
=============================================================================================

                                                                          
Assets:

Real estate investments, at cost:
   Land$                                                     1,305              $ 1,305
   Buildings and improvements                               12,152               12,152
---------------------------------------------------------------------------------------------
                                                            13,457               13,457

   Less accumulated depreciation                               714                  403
---------------------------------------------------------------------------------------------

     Real estate investments, net                           12,743               13,054

Cash and cash equivalents                                      540                  535
Cash-funded reserve                                            470                  470
Restricted cash                                                 13                   13
Step rent receivable                                           210                  131
Prepaid expenses and other assets                                9                   19
---------------------------------------------------------------------------------------------

     Total assets                                          $13,985              $14,222
=============================================================================================

Liabilities and Stockholders' Equity:

Liabilities:
   Accounts payable and accrued expenses                       152                  173
   Dividends payable                                           338                  329
   Tenant security deposits                                     13                   13
---------------------------------------------------------------------------------------------

     Total liabilities                                         503                  515
---------------------------------------------------------------------------------------------

Commitments and Contingencies:

Stockholders' Equity:
   Preferred Stock, $.01 par value, 158 shares                  --                   --
     authorized, issued and outstanding
   Common Stock, $.01 par value, 1 share                        --                   --
     authorized, issued and outstanding
   Additional paid-in capital                               14,459               14,459
   Retained deficit and dividends in excess of earnings       (977)                (752)
---------------------------------------------------------------------------------------------

     Total Stockholders' Equity                             13,482               13,707
---------------------------------------------------------------------------------------------

     Total Liabilities and Stockholders' Equity            $13,985              $14,222
=============================================================================================


                See accompanying notes to financial statements.

                                     F-146


                     FSP Centennial Technology Center Corp.
                            Statements of Operations



                                                                                      For the Period
                                                                  For the            August 15, 2000
                                                                 Years Ended       (date of inception)
                                                                 December 31,        to  December 31
(in thousands, except shares and per share amounts)                 2002           2001           2000
========================================================================================================

                                                                                     
Revenue:
   Rental                                                          $1,832       $ 1,817       $   414
   Interest and other                                                  16            37             5
--------------------------------------------------------------------------------------------------------

     Total revenue                                                  1,848         1,854           419
--------------------------------------------------------------------------------------------------------

Expenses:
   Rental operating expenses                                          262           237            81
   Depreciation                                                       311           312            91
   Real estate taxes and insurance                                    146           137            27
   Interest                                                            --            --           698
--------------------------------------------------------------------------------------------------------

     Total expenses                                                   719           686           897
--------------------------------------------------------------------------------------------------------

   Net income (loss) before common dividends                        1,129         1,168          (478)

   Dividends paid to common shareholders prior to
     syndication of preferred shares                                   --            --            --
--------------------------------------------------------------------------------------------------------

   Net income (loss) attributable to preferred shareholders         1,129         1,168          (478)
========================================================================================================

   Weighted average number of preferred shares outstanding,
     basic and diluted                                                158           158           158
========================================================================================================

   Net income (loss) per preferred share, basic and diluted        $7,146       $ 7,392       $(3,025)
========================================================================================================


                See accompanying notes to financial statements.

                                     F-147


                     FSP Centennial Technology Center Corp.
                  Statements of Changes in Stockholders' Equity
               For the Years Ended December 31, 2002 and 2001 and
              For the Period August 15, 2000 (date of inception) to
                                December 31, 2000


                                                                                       Retained Deficit
                                                                      Additional        and Dividends         Total
                                        Preferred        Common         Paid in         in Excess of       Stockholders'
(in thousands, except shares)             Stock          Stock          Capital           Earnings            Equity
===========================================================================================================================

                                                                                           
Private offering of 158 shares, net    $   --         $   --         $  14,459          $     --          $  14,459

Dividends                                  --             --                --              (124)              (124)

Net Loss                                   --             --                --              (478)              (478)
---------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000                 --             --            14,459              (602)            13,857

Dividends                                  --             --                --            (1,318)            (1,318)

Net Income                                 --             --                --             1,168              1,168
---------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2001                 --             --            14,459              (752)            13,707

Dividends                                  --             --                --            (1,354)            (1,354)

Net Income                                 --             --                --             1,129              1,129
---------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002             $   --         $   --         $  14,459          $   (977)         $  13,482
===========================================================================================================================


                See accompanying notes to financial statements.

                                     F-148


                     FSP Centennial Technology Center Corp.
                            Statements of Cash Flows



                                                                                            For the Period
                                                                           For the          August 15, 2000
                                                                         Years Ended    (date of inception)
                                                                         December 31,      to December 31,
(in thousands)                                                      2002           2001           2000
=============================================================================================================

                                                                                     
Cash flows from operating activities:
   Net income (loss)                                                 $ 1,129      $ 1,168     $   (478)
   Adjustments to reconcile net income (loss) to net cash
     provided by (used for) operating activities:
     Depreciation                                                        311          312           91
   Changes in operating assets and liabilities:
       Cash-funded reserve                                                --           --         (470)
       Restricted cash                                                    --           --          (13)
       Step rent receivable                                              (79)        (131)          --
       Prepaid expenses and other assets                                  11          (16)          (3)
       Accounts payable and accrued expenses                             (22)          85           88
       Tenant security deposits                                           --           --           13
-------------------------------------------------------------------------------------------------------------

          Net cash provided by (used for) operating activities         1,350        1,418         (772)
-------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Purchase of real estate assets                                         --           --      (13,457)
-------------------------------------------------------------------------------------------------------------

          Net cash used for investing activities                          --           --      (13,457)
-------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Proceeds from sale of company stock                                    --           --       15,800
   Syndication costs                                                      --           --       (1,340)
   Dividends to stockholders                                          (1,345)      (1,114)          --
   Proceeds from long-term debt                                           --           --       13,000
   Principal payments on long-term debt                                   --           --      (13,000)
-------------------------------------------------------------------------------------------------------------

          Net cash (used for) provided by financing activities        (1,345)      (1,114)      14,460
-------------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                  5          304          231

Cash and cash equivalents, beginning of year                             535          231           --
-------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                               $   540      $   535     $    231
=============================================================================================================

Supplemental disclosure of cash flow information:

   Cash paid for:
     Interest                                                        $    --      $    --     $    698

   Disclosure of non-cash financing activities:
     Dividends declared but not paid                                 $   338      $   329     $    125


                See accompanying notes to financial statements.

                                     F-149


                     FSP Centennial Technology Center Corp.
                          Notes to Financial Statements

1. Organization

FSP Centennial Technology Center Corp. ("the "Company") was organized on August
15, 2000 as a Corporation under the laws of the State of Delaware to purchase,
own and operate commercial buildings located in Colorado Springs, Colorado (the
"Property"). The Property consists of two single story office buildings
containing 110,730 total square feet of space situated on approximately 9 acres
of land. The Company acquired the Property on September 28, 2000 and will
operate in a manner intended to qualify as a real estate investment trust
("REIT") for federal income tax purposes.

2. Summary of Significant Accounting Policies

ESTIMATES AND ASSUMPTIONS

The Company prepares its financial statements and related notes in conformity
with accounting principles generally accepted in the United States of America
("GAAP"). These principles require 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

RECLASSIFICATIONS

Certain information in the 2001 and 2000 financial statements have been
reclassified to conform to the 2002 presentation.

REAL ESTATE  AND DEPRECIATION

Real estate assets are stated at the lower of cost or fair value, as
appropriate, less accumulated depreciation.

Costs related to property acquisition and improvements are capitalized. Typical
capital items include new roofs, site improvements, various exterior building
improvements and major interior renovations. Funding for capital improvement
typically is provided by cash set aside at the time the property was purchased.

Routine replacements and ordinary maintenance and repairs that do not extend the
life of the asset are expensed as incurred. Typical expense items include
interior painting, landscaping and minor carpet replacements. Funding for
repairs and maintenance items typically is provided by cash flows from operating
activities.

Depreciation is computed using the straight line method over the assets'
estimated useful lives as follows:

         Category                   Years
         --------                   -----
         Building - Commercial       39
         Building Improvements      15-39
         Furniture and equipment     5-7

                                     F-150


                     FSP Centennial Technology Center Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

REAL ESTATE AND DEPRECIATION (continued)

The Company 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 is less
than the carrying value of such asset, an impairment loss is recorded equal to
the difference between the asset's current carrying value and its fair value
based on discounting its estimated future cash flows. At December 31, 2002, no
such indicators of impairment were identified.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an initial
maturity of three months or less to be cash equivalents.

CASH-FUNDED RESERVES

The Company has set aside funds in anticipation of future capital needs of the
property. Although these funds typically are used for the payment of real estate
assets and deferred leasing commissions, there is no legal restriction on their
use and they may be used for any company purpose.

RESTRICTED CASH

Restricted cash consists of tenant security deposits.

MARKETABLE SECURITIES

The Company accounts for investments in debt securities under the provisions of
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". The Company typically has classified its debt securities as
available-for-sale.

There were no investments in marketable securities at December 31, 2002, 2001
and 2000.

CONCENTRATION OF CREDIT RISKS

Cash, cash equivalents and short-term investments are financial instruments that
potentially subject the Company to a concentration of credit risk. The Company
maintains its cash balances and short-term investments principally in one bank
which the Company believes to be creditworthy. The Company periodically assesses
the financial condition of the bank and believes that the risk of loss is
minimal. Cash balances held with various financial institutions frequently
exceed the insurance limit of $100,000 provided by the Federal Deposit Insurance
Corporation.

For the period ended December 31, 2002 rental income was derived from various
tenants. As such, future receipts are dependent upon the financial strength of
the lessees and their ability to perform under the lease agreements.

The following tenants represent greater than 10% of total revenue:

                                            2002        2001        2000
    Hewlett Packard                          81%         74%         78%
    Starkey Laboratories, Inc.               12%         11%         12%

FINANCIAL INSTRUMENTS

The Company estimates that the carrying value of cash and cash equivalents,
cash-funded reserves and restricted cash approximate their fair values based on
their short-term maturity and prevailing interest rates.

                                     F-151


                     FSP Centennial Technology Center Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

STEP RENT RECEIVABLE

Certain leases provide for fixed increases over the life of the lease. Rental
revenue is recognized on the straight-line basis over the related lease term;
however, billings by the Company are based on required minimum rentals in
accordance with the lease agreements. Step rent receivable, which is the
cumulative revenue recognized in excess of amounts billed by the Company, is
$210,000, $131,000 and $0 at December 31, 2002, 2001 and 2000, respectively.

SYNDICATION FEES

Syndication fees are selling commissions and other costs associated with the
initial offering of the Company's preferred shares. Such costs, in the amount of
$1,340,489 have been reported as a reduction in the Stockholders' Equity in the
Company's Balance Sheet.

REVENUE RECOGNITION

The Company has retained substantially all of the risks and benefits of
ownership of the Company's commercial property and accounts for its leases as
operating leases. Rental income from leases, which may include rent concessions
(including free rent and tenant improvement allowances) and scheduled increases
in rental rates during the lease term, is recognized on a straight-line basis.
The Company does not have any percentage rent arrangements with its commercial
property tenants. Reimbursable costs are included in rental income in the period
earned. A schedule showing the components of rental revenue is shown below.

                                           Year Ended              Period Ended
 (in thousands)                           December, 31             December, 31
                                      2002            2001             2000
 ===============================================================================
 Income from leases                $   1,375       $   1,323       $     396
 Straight-line rent adjustment            79             131              --
 Reimbursable expenses                   378             363              18
 -------------------------------------------------------------------------------

      Total                        $   1,832       $   1,817       $     414
 ===============================================================================

INTEREST AND OTHER

Interest income and other income are recognized when the related services are
performed and the earnings process is complete.

INCOME TAXES

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended. As a REIT, the Company generally is entitled to a tax
deduction for dividends paid to its shareholders, thereby effectively subjecting
the distributed net income of the Company to taxation at the shareholder level
only. The Company must comply with a variety of restrictions to maintain its
status as a REIT. These restrictions include the type of income it can earn, the
type of assets it can hold, the number of shareholders it can have and the
concentration of their ownership, and the amount of the Company's taxable income
that must be distributed annually.

                                     F-152


                     FSP Centennial Technology Center Corp.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

NET INCOME PER SHARE

The Company follows Statement of Financial Accounting Standards No. 128
"Earnings per Share", which specifies the computation, presentation and
disclosure requirements for the Company's net income per share. Basic net income
per share is computed by dividing net income by the weighted average number of
shares outstanding during the period. Diluted net income per share reflects the
potential dilution that could occur if securities or other contracts to issue
shares were exercised or converted into shares. There were no potential dilutive
shares outstanding at December 31, 2002. Subsequent to the completion of the
offering of preferred shares, the holders of common stock are not entitled to
share in any income. The denominator used for calculating basic and diluted net
income per share is shown for preferred shares only and is as follows:

                                          Year Ended              Period Ended
                                          December 31,            December 31,
                                     2002            2001            2000
   ============================================================================
   Weighted average number of
   preferred shares outstanding      158              158            158

3. Recent Accounting Standards

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of the fair value
can be made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. This Statement will be effective at
the beginning of 2003. The Company has reviewed the provisions of SFAS 143 and
believes that the impact of adoption will not be material to its financial
position, results of operations and cash flows.

In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". This Statement supersedes SFAS No. 121 and
requires that long-lived assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. SFAS No. 144
retains the fundamental provisions of SFAS 121 for (a) recognition and
measurement of the impairment of long-lived assets to be held and used, and (b)
measurement of long-lived assets to be disposed of by sale, but broadens the
definition of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. This Statement was
effective at the beginning of 2002. The impact of adoption did not have a
material impact on the Company's financial position, results of operations and
cash flows. The Company does not have any real estate assets that it considers
"held for sale" at December 30, 2002.

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements Nos.
4, 44, and 64, Amendment of SFAS 13, and Technical Corrections". This Statement
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt",
and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements". This Statement amends SFAS No. 13,
"Accounting for Leases". This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings or
describe their applicability under changed conditions. This statement will be
effective for the Company's fiscal year ending December 31, 2003. The Company
has reviewed the provisions of SFAS 145 and believes that the impact of adoption
will not be material to its financial position, results of operations and cash
flow.

In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities". This statement was effective January 1, 2003. SFAS
No. 146 replaces current accounting literature and requires the recognition of
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company's financial position, results of operations and cash flow.

                                     F-153


                     FSP Centennial Technology Center Corp.
                          Notes to Financial Statements

4. Income Taxes

The Company files as a REIT under Sections 856-860 of the Internal Revenue Code
of 1986, as amended. In order to qualify as a REIT, the Company is required to
distribute at least 90% of its taxable income to shareholders and to meet
certain asset and income tests as well as certain other requirements. The
Company will generally not be liable for federal income taxes, provided it
satisfies their requirements. Even as a qualified REIT, the Company is subject
to certain state and local taxes on its income and property.

For the period ended December 31, 2000, the Company incurred a net operating
loss for income tax purposes of approximately $461,000 that can be carried
forward until it expires in the year 2020.

At December 31, 2002, 2001 and 2000 the Company's net tax basis of properties
approximates the amount set forth in the Company's Balance Sheet.

The following schedule reconciles GAAP net income to taxable income subject to
dividend requirements:



                                                                            Year Ended             Period Ended
                                                                           December 31,            December 31,
       (in thousands)                                                  2002            2001            2000
                                                                  ===============================================

                                                                                           
       GAAP net income (loss)                                       $   1,129       $   1,168       $    (478)

          Add:  Book depreciation and amortization                        311             312              91
          Less: Tax depreciation and amortization                        (303)           (304)            (70)
                Straight-line rents                                       (79)           (131)             --
                                                                  -----------------------------------------------
       Taxable income (loss) subject to dividend requirement(1)     $   1,058       $   1,045       $    (457)
                                                                  ===============================================


     (1) A tax loss is not subject to a dividend requirement.

The following schedule reconciles cash dividends paid to the dividends paid
deduction:



                                                                          Year Ended              Period Ended
                                                                         December 31,             December 31,
        (in thousands)                                               2002            2001             2000
                                                                =================================================

                                                                                         
        Cash dividends paid                                       $   1,345       $   1,114       $      --
           Less:  Dividends designated to prior year                     --              --              --
           Plus:  Dividends designated from following year               --              --              --
           Less:  Portion designated capital gain distribution           --              --              --
           Less:  Return of Capital                                    (287)            (69)             --
                                                                -------------------------------------------------
        Dividends paid deduction                                  $   1,058       $   1,045       $      --
                                                                =================================================


                                     F-154


                     FSP Centennial Technology Center Corp.
                          Notes to Financial Statements

5. Cash Available for Distribution

The Company evaluates its performance based on Cash Available for Distribution
("CAD") as management believes that CAD represents the most accurate measure of
the Company's activity. CAD is the basis for distributions paid to equity
holders.

The Company defines CAD as: net income as computed in accordance with accounting
principles generally accepted in the United States of America ("GAAP"); plus
certain non-cash items included in the computation of net income (depreciation
and amortization, certain non-cash compensation expenses and straight line rent
adjustments); plus funds raised by the issuance of shares; plus the net proceeds
from the sale of land; less purchases of real estate assets, property and
equipment ("Capital Expenditures") payments for deferred leasing commissions and
payments for deferred lease origination costs; plus (less) proceeds from
(payments to) cash reserves established at the acquisition date of the property
(cash-funded reserves). Depreciation and amortization, non-cash compensation and
straight-line rents are an adjustment to CAD, as these are non-cash items
included in net income. Capital Expenditures, payments of deferred leasing
commissions and payments for deferred lease origination costs and the proceeds
from (payments to) the funded reserve are an adjustment to CAD, as they
represent cash items not reflected in income. CAD should not be considered as an
alternative to net income (determined in accordance with GAAP), as an indicator
of the Company's financial performance, nor as an alternative to cash flows from
operating activities (determined in accordance with GAAP), nor as a measure of
the Company's liquidity, nor is it necessarily indicative of sufficient cash
flow to fund all of the Company's needs. Other real estate companies may define
CAD in a different manner. It is at the Company's discretion to retain a portion
of CAD for operational needs. We believe that in order to facilitate a clear
understanding of the results of the Company, CAD should be examined in
connection with net income and cash flows from operating, investing and
financing activities in the financial statements.

The calculation of CAD is shown in the following table:

                                                        December 31,
   (in thousands)                          2002           2001           2000
   =============================================================================

      Net income (loss)                 $   1,129      $   1,168      $    (478)
      Depreciation and amortization           312            312             91
      Straight line rent                      (79)          (131)            --
      Proceeds from offering of shares         --             --         14,460
      Purchase of land and building            --             --        (13,457)
      Establish funded reserve                 --             --           (470)
   -----------------------------------------------------------------------------

   Cash Available for Distribution      $   1,362      $   1,349      $     146
   =============================================================================

The Company's cash distributions are summarized as follows:

   (in thousands)
                                                 Total Cash
   Quarter Paid                                  Dividends
                                     2002           2001           2000
   ========================================================================

   First Quarter                $      329      $      124     $       --
   Second Quarter                      331             330             --
   Third Quarter                       341             330             --
   Fourth Quarter                      344             330             --
   ------------------------------------------------------------------------
     Dividends Paid             $    1,345      $    1,114     $       --
   ========================================================================

Cash distributions are declared and paid based on the total outstanding shares
as of the record date and are typically paid in the quarter following the
quarter that CAD is generated.

                     FSP Centennial Technology Center Corp.

                                     F-155


                          Notes to Financial Statements

6. Capital Stock

PREFERRED STOCK

Generally, each holder of Shares of Preferred Stock is entitled to receive
ratably all dividends, if any, declared by the Board of Directors out of funds
legally available. The right to receive dividends shall be non-cumulative, and
no right to dividends shall accrue by reason of the fact that no dividend has
been declared in any prior year. Each holder of Shares will be entitled to
receive, to the extent that funds are available therefore, $100,000 per Share,
before any payment to the holder of Common Stock, out of distributions to
stockholders upon liquidation, dissolution or the winding up of the Company; the
balance of any such funds available for distribution will be distributed among
the holders of Shares and the holder of Common Stock, pro rata based on the
number of shares held by each; provided, however, that for these purposes, one
share of Common Stock will be deemed to equal one-tenth of a share of Preferred
Stock.

In addition to certain voting rights provided in the corporate agreements, the
holder of Shares, acting by consent of at least 51%, shall have the further
right to approve or disapprove a proposed sale of the Property, the merger of
the Company with any other entity and amendments to the corporate charter. A
vote of the holders of 66.67% of the Shares is required for the issue of any
additional shares of capital stock. Holders of Shares have no redemption or
conversion rights.

COMMON STOCK

Franklin Street Properties Corp. ("FSP"), is the sole holder of the Company's
Common Stock. FSP has the right, as one class together with the holders of
Preferred Stock, to vote to elect the directors of the Company and to vote on
all matters except those voted by the holders of Shares of Preferred Stock.
Subsequent to the completion of the offering of the preferred shares the holders
of common shares are not entitled to receive any income, nor shall the Company
declare or pay any cash dividends on shares of Common Stock.

7. Related Party Transactions

The Company executed a management agreement with FSP Property Management LLC, an
affiliate of FSP, that provides for a management fee equal to 1% of collected
revenues and is cancelable with 30 days notice by either party. For the year
ended December 31, 2002, 2001 and period ended December 31, 2000, fees incurred
under the agreement were $17,886, $21,638 and $4,304, respectively

An acquisition fee of $316,000 and other costs totaling $51,356 were paid in
2000 to an affiliate of the Common Shareholder. Such fees were included in the
cost of the real estate.

Syndication fees of $1,264,000 were paid in 2000 to an affiliate of the Common
Shareholder for services related to syndication of the Company's preferred
stock.

During 2000, the Company borrowed and repaid in full:

     Note payable to FSP, principal of $13,000,000 with interest equal to the
     Citizens Bank base. Interest paid to FSP was $172,744. The average interest
     rate during the time the loan was outstanding was 7.87%.

     A commitment fee of $513,500 was paid to FSP for obtaining the first
     mortgage loan. Such amount is included in interest expenses on the
     Statement of Operations.

                                     F-156


                     FSP Centennial Technology Center Corp.
                          Notes to Financial Statements

8. Commitments and Contingencies

The Company, as lessor, has minimum future rentals due under non-cancelable
operating leases as follows:

                                      Year Ended
(in thousands)                       December 31,             Amount
                                     ------------         ---------------

                                         2003                    $ 1,391
                                         2004                      1,305
                                         2005                      1,177
                                         2006                      1,226
                                         2007                      1,236
                                      Thereafter                   2,802
                                                          ---------------

                                                                 $ 9,137
                                                          ===============

In addition, the lessees are liable for real estate taxes and certain operating
expenses of the property.

Upon acquiring the commercial rental property in September, 2000, the Company
was assigned the lease agreements between the seller of the Property and the
existing tenants. The original lease periods range from four to ten years with
renewal options.

9. Subsequent Event

The Company has entered into a merger agreement with its common shareholder,
Franklin Street Properties Corp ("FSP"). In January 2003 FSP filed a proxy
statement with the United States Securities and Exchange Commission indicating
its intent to acquire the preferred stock interests of the Company and twelve
additional REITs. The merger requires the approval of the shareholders of the
Company as well as the shareholders of the twelve additional REITs and the
shareholders of FSP. If approved, FSP will issue shares of its common stock in
exchange for a 100% ownership interest in the Company.

                                     F-157


                                                                    SCHEDULE III

                     FSP CENTENNIAL TECHNOLOGY CENTER CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 2002



(in thousands)
                                                               Initial Cost
                                                   -----------------------------------
                                                                              Costs
                                                                           Capitalized
                                                                           (Disposals)
                                                                           Subsequent
                                     Encumbrances            Buildings &       to
Description                               (1)        Land    Improvements  Acquisition
-----------                          ------------    ----    ------------  -----------

                                                               
Centennial Technology Center
   Colorado Springs, CO                        --  $ 1,305   $   12,152    $      --
                                    =============  =======   ==========    =========


(in thousands)
                                                             Historical Costs
                                     ----------------------------------------------------------------

                                                                                          Total Costs,
                                                                                             Net of     Depreciable
                                              Buildings &                   Accumulated   Accumulated       Life         Date of
Description                           Land    Improvements     Total(2)    Depreciation   Depreciation     Years       Acquisition
-----------                           ----    ------------     --------    ------------   ------------     -----       -----------

                                                                                                
Centennial Technology Center
   Colorado Springs, CO             $  1,305  $    12,152     $ 13,457     $       714   $    12,743      15-39      September, 2000
                                    ========  ===========     ========     ===========   ===========


(1)   There are no encumbrances on the above property.

(2)   The aggregate cost for Federal Income Tax purposes approximates total
      historical costs.

                                     F-158


                     FSP CENTENNIAL TECHNOLOGY CENTER CORP.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

The following table summarizes the changes in the Company's real estate
investment and accumulated depreciation:



                                                        December 31,
(in thousands)                            2002              2001              2000
======================================================================================

                                                                
Real estate investments, at cost:
   Balance, beginning of period       $  13,457        $  13,457         $      --
     Acquisitions                            --               --            13,457
     Improvements                            --               --                --
     Dispositions                            --               --                --
--------------------------------------------------------------------------------------

   Balance, end of year/period        $  13,457        $  13,457         $  13,457
======================================================================================

Accumulated depreciation:
   Balance, beginning of period       $     403        $      91         $      --
     Depreciation                           311              312                91
     Dispositions                            --               --                --
--------------------------------------------------------------------------------------

   Balance, end of year/period        $     714        $     403         $      91
======================================================================================


                                     F-159


                            FSP CENTENNIAL TECHNOLOGY
                                  CENTER CORP.
                            (A DELAWARE CORPORATION)
                                DECEMBER 31, 2001

                                    CONTENTS
                                                                           PAGE

Independent auditors' report                                               F-161

Financial statements:

    Balance sheet                                                          F-162

    Statement of operations                                                F-163

    Statement of changes in stockholders' equity                           F-164

    Statement of cash flows                                                F-165

Notes accompanying financial statements                                    F-166

                                     F-160


                    [LETTERHEAD OF BRAVER AND COMPANY, P.C.]

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders
FSP Centennial Technology Center Corp.
(a Delaware Corporation)

We have audited the accompanying balance sheet of FSP Centennial Technology
Center Corp. (a Delaware Corporation) as of December 31, 2001 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
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 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 Centennial Technology
Center Corp. (a Delaware Corporation) at December 31, 2001, and the results of
its operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ Braver and Company, P.C.

February 1, 2002

                                     F-161


                     FSP CENTENNIAL TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

      ASSETS

Rental property, at cost:
  Land                                                             $  1,305,212
  Building                                                           12,151,941
                                                                   ------------

                                                                     13,457,153
  Less: accumulated depreciation                                        402,469
                                                                   ------------

    Rental property, net                                             13,054,684

Cash                                                                    547,460
Capital improvement reserves                                            469,500
Miscellaneous other assets                                              150,325
                                                                   ------------

    Total assets                                                     14,221,970
                                                                   ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Accounts payable and accrued expenses                                 152,904
  Dividends payable                                                     328,798
  Due to affiliate                                                       20,039
  Security deposits                                                      13,148
                                                                   ------------

    Total liabilities                                                   514,889
                                                                   ------------

Stockholders' equity:
  Preferred stock, $.01 par value per share,
    authorized 158 shares, issued and outstanding 158 shares                  2
  Common stock, $.01 par value per share,
    authorized one share, issued and outstanding one share                   --
  Additional paid-in capital                                         14,459,519
  Retained deficit and dividends in excess of earnings                 (752,440)
                                                                   ------------

    Total stockholders' equity                                       13,707,081
                                                                   ------------

    Total liabilities and stockholders' equity                     $ 14,221,970
                                                                   ============

                 See accompanying notes to financial statements

                                     F-162


                     FSP CENTENNIAL TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                             STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2001

REVENUES:

  Rental income                                                       $1,816,929
  Interest                                                                37,047
                                                                      ----------

    Total revenues                                                     1,853,976
                                                                      ----------

EXPENSES:

  Administrative                                                          23,580
  Depreciation                                                           311,589
  Management fees                                                         60,949
  Operating and maintenance                                              152,872
  Taxes and insurance                                                    137,150
                                                                      ----------

    Total expenses                                                       686,140
                                                                      ----------

NET INCOME                                                            $1,167,836
                                                                      ==========

                 See accompanying notes to financial statements

                                     F-163


                     FSP CENTENNIAL TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                          YEAR ENDED DECEMBER 31, 2001



                                                                               Retained Deficit
                                                                 Additional      and Dividends        Total
                                                                   Paid-in         in Excess       Stockholders'
                            Preferred Stock    Common Stock        Capital        of Earnings         Equity
                            ---------------    ------------      ----------       -----------         ------
                                                                                   
Balance, December 31, 2000               2              --       14,459,519          (602,398)      13,857,123

Net income                              --              --               --         1,167,836        1,167,836

Dividends                               --              --               --        (1,317,878)      (1,317,878)
                              ------------    ------------     ------------      ------------     ------------

Balance, December 31, 2001    $          2    $         --     $ 14,459,519      $   (752,440)    $ 13,707,081
                              ============    ============     ============      ============     ============


                 See accompanying notes to financial statements

                                     F-164


                     FSP CENTENNIAL TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                             STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2001

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                                        $ 1,167,836

Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation                                                        311,589
  Changes in operating assets and liabilities:
    Increase in miscellaneous other assets                             (147,121)
    Increase in accounts a able and accrued expenses                     85,004
                                                                    -----------

      Net cash provided by operating activities                       1,417,308
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Dividends paid                                                     (1,113,601)
                                                                    -----------

    Net cash used in financing activities                            (1,113,601)
                                                                    -----------

NET INCREASE IN CASH                                                    303,707

CASH BALANCE, beginning of year                                         243,753
                                                                    -----------

CASH BALANCE, end of year                                           $   547,460
                                                                    ===========

                 See accompanying notes to financial statements

                                     F-165


                     FSP CENTENNIAL TECHNOLOGY CENTER CORP.
                            (A DELAWARE CORPORATION)
                     NOTES ACCOMPANYING FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   ORGANIZATION

   FSP Centennial Technology Center Corp. was organized on August 15, 2000 as a
   Corporation under the laws of the State of Delaware to purchase, own and
   operate commercial buildings located in Colorado Springs, Colorado (the
   "Property"). The Property consists of two flex office buildings containing
   110,730 total square feet of space situated on approximately 9 acres of land.
   The Company acquired the Property on September 28, 2000 and will operate in a
   manner intended to qualify as a real estate investment trust ("REIT") for
   federal income tax purposes.

   In December 2000, the Company completed a private offering of 158 shares of
   preferred stock at $100,000 per share.

   METHOD OF ACCOUNTING

   The Company maintains its books and records on the accrual method of
   accounting in accordance with generally accepted accounting principles.

   CASH AND CASH EQUIVALENTS

   For purposes of the statements of cash flows, the Company considers all
   highly liquid debt instruments with an initial maturity of three months or
   less to be cash equivalents.

   INCOME TAXES

   The Company has elected and intends to maintain its election as a REIT under
   the Internal Revenue Code of 1986, as amended. As a result, the Company
   generally will not be subject to federal taxation to the extent it
   distributes 90% of its REIT taxable income to its shareholders and satisfies
   certain other requirements. Accordingly, no provision for federal or state
   income taxes has been included in the accompanying financial statements.

   For the year ended December 31, 2000, the Company incurred a net operating
   loss for income tax purposes of approximately $461,000 that can be carried
   forward until it expires in the year 2020.

   USE OF ESTIMATES

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the rep