Exhibit 4.3

                  FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP

                               SECOND AMENDMENT TO
            THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

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

      WHEREAS, the Partnership was formed as a limited partnership pursuant to
an Agreement of Limited Partnership dated as of January 24, 1997, as amended to
date in the form of the Partnership Agreement, and a Certificate of Limited
Partnership dated as of February 4, 1997, filed with the Office of the Secretary
of State of the Commonwealth of Massachusetts on February 4, 1997;

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

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

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

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

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


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

                                GENERAL PARTNER:

                                FSP GENERAL PARTNER LLC

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


                                CLASS B LIMITED PARTNERS
                                AND LIMITED PARTNERS:

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


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