BELAIR REAL ESTATE CORP.

                                 AMENDMENT NO. 1
                                       TO
                              MANAGEMENT AGREEMENT

     THIS  AMENDMENT  NO. 1, dated as of December  28, 1999,  to the  Management
Agreement dated as of November 23, 1998 (the  "Agreement"),  is made between the
parties  to the  Agreement.  Capitalized  terms used  herein  and not  otherwise
defined have the meanings ascribed to them in the Agreement.

     Section  2 of the  Agreement  is hereby  amended  and  restated  to read as
follows:

                           2.  COMPENSATION  OF THE MANAGER.  For the  services,
         payments and facilities to be furnished  hereunder by the Manager,  the
         Manager shall be entitled to receive from BREC in respect of each month
         a monthly  management  fee at the rate of  1/20th of 1% of the  average
         daily gross investment  assets of BREC. The gross investment  assets on
         any day means the value of all assets of BREC,  minus the sum of BREC's
         liabilities  other than the principal  amount of money  borrowed.  (For
         this  purpose,   the  assets  and  liabilities  of  BREC's   controlled
         subsidiaries  are  reduced by the  proportionate  interests  therein of
         investors other than BREC.) Such compensation  shall be paid monthly in
         arrears on the last  business  day of each  month.  The value of BREC's
         assets shall be computed  daily in accordance  with the by-laws of BREC
         and any  resolutions of the directors of BREC. In case of initiation or
         termination  of this  Agreement  during any month with respect to BREC,
         the fee for that month  shall be based on the number of  calendar  days
         during  which it is in effect.  The Manager may elect to waive all or a
         portion of any monthly management fee; in the event of any such waiver,
         the  amount so waived  shall not be due from or  payable  by BREC under
         this Agreement for such month.

     Except as amended  hereby,  the terms and conditions in the Agreement shall
remain unchanged and in full force in effect.

     IN WITNESS  HEREOF,  the parties hereto have caused this Amendment No. 1 to
be executed as of the day and year first written above.

BELAIR REAL ESTATE CORPORATION

By:     /s/ Thomas E. Faust Jr.
        -------------------------------
        its Executive Vice President

BOSTON MANAGEMENT AND RESEARCH

By:     /s/ Alan R. Dynner
        -------------------------------
        its Vice President