<PAGE>







                                   APPENDIX A

                       AMENDED AND RESTATED AGREEMENT OF

                              LIMITED PARTNERSHIP

                                       OF

                    LEASE EQUITY APPRECIATION FUND II, L.P.

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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<S>        <C>       <C>                                                                                <C>

I.         DEFINITIONS..............................................................................        1
           1.1       Defined Terms..................................................................        1
II.        FORMATION OF PARTNERSHIP.................................................................       11
           2.1       Formation of Partnership.......................................................       11
III.       NAME.....................................................................................       11
           3.1       Name...........................................................................       11
IV.        PLACES OF BUSINESS.......................................................................       11
           4.1       Principal Place of Business....................................................       11
           4.2       Other Places of Business.......................................................       11
V.         NAMES AND ADDRESSES OF PARTNERS..........................................................       11
           5.1       Names and Addresses of Partners................................................       11
VI.        PURPOSES AND OBJECTIVES..................................................................       12
           6.1       Purposes.......................................................................       12
           6.2       Investment Objectives..........................................................       12
VII.       TERM.....................................................................................       12
           7.1       Term...........................................................................       12
VIII.      PARTNERS AND CAPITAL.....................................................................       12
           8.1       General Partner................................................................       12
           8.2       Original Limited Partner.......................................................       12
           8.3       Limited Partners...............................................................       12
           8.4       Partnership Capital............................................................       14
           8.5       Capital Accounts...............................................................       14
           8.6       Additional Capital Contributions...............................................       15
           8.7       Loans by Partners..............................................................       16
           8.8       No Right to Return of Capital..................................................       16
IX.        POWERS, RIGHTS AND DUTIES OF GENERAL PARTNER.............................................       16
           9.1       Extent of Powers and Duties....................................................       16
           9.2       Limitations on the Exercise of Powers of General Partner.......................       19
           9.3       Limitation on Liability of General Partner and its Affiliates; Indemnification.       22
           9.4       Compensation of General Partner and its Affiliates.............................       23
           9.5       Other Interests of the General Partner and its Affiliates......................       25
X.         POWERS AND LIABILITIES OF LIMITED PARTNERS...............................................       26
           10.1      Absence of Control Over Partnership Business...................................       26
           10.2      Limited Liability..............................................................       26
XI.        DISTRIBUTIONS AND ALLOCATIONS............................................................       27
           11.1      Distribution of Distributable Cash.............................................       27
           11.2      Allocations of Income and Loss.................................................       27
           11.3      Distributions and Allocations Among the Limited Partners.......................       29
           11.4      Tax Allocations: Code Section 704(c); Revaluations.............................       30
           11.5      Return of Uninvested Capital Contribution......................................       30
           11.6      No Distributions in Kind.......................................................       30
           11.7      Partnership Entitled to Withhold...............................................       31
XII.       WITHDRAWAL OF GENERAL PARTNER............................................................       31
           12.1      Voluntary Withdrawal...........................................................       31
           12.2      Involuntary Withdrawal.........................................................       31
           12.3      Consequences of Withdrawal.....................................................       32
           12.4      Liability of Withdrawn General Partner.........................................       32
           12.5      Notice of Withdrawal; Admission of Substitute General Partner; Dissolution if
                     No Substitute General Partner Approved.........................................       32
XIII.      TRANSFER OF UNITS........................................................................       33
           13.1      Withdrawal of a Limited Partner................................................       33
           13.2      Assignment.....................................................................       33
           13.3      Substitution...................................................................       34
           13.4      Status of an Assigning Limited Partner.........................................       35
           13.5      Limited Right of Presentment for Redemption of Units...........................       35
XIV.       DISSOLUTION AND WINDING-UP...............................................................       36
           14.1      Events Causing Dissolution.....................................................       36
           14.2      Winding Up of the Partnership; Capital Contribution by the General Partner Upon
                     Dissolution....................................................................       37
           14.3      Application of Liquidation Proceeds Upon Dissolution...........................       38
           14.4      No Recourse Against Other Partners.............................................       38
XV.        FISCAL MATTERS...........................................................................       38
           15.1      Title to Property and Bank Accounts............................................       38
           15.2      Maintenance of and Access to Basic Partnership Documents.......................       38
           15.3      Financial Books and Accounting.................................................       40
           15.4      Fiscal Year....................................................................       40
           15.5      Reports........................................................................       40
           15.6      Tax Returns and Tax Information................................................       42
           15.7      Accounting Decisions...........................................................       42
           15.8      Federal Tax Elections..........................................................       42
           15.9      Tax Matters Partner............................................................       42
XVI.       MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS.......................................       43
           16.1      Meetings of the Limited Partners...............................................       43
           16.2      Voting Rights of the Limited Partners..........................................       44
           16.3      Limitations on Action by the Limited Partners..................................       45
XVII.      AMENDMENTS...............................................................................       45
           17.1      Amendments by the General Partner..............................................       45
XVIII.     POWER OF ATTORNEY........................................................................       46
           18.1      Appointment of Attorney-in-Fact................................................       46
           18.2      Amendments to Agreement and Certificate of Limited Partnership.................       46
           18.3      Power Coupled With an Interest.................................................       46
XIX.       GENERAL PROVISIONS.......................................................................       47
           19.1      Notices, Approvals and Consents................................................       47
           19.2      Further Assurances.............................................................       47
           19.3      Captions.......................................................................       47
           19.4      Binding Effect.................................................................       47
           19.5      Severability...................................................................       48
           19.6      Integration....................................................................       48
           19.7      Applicable Law.................................................................       48
           19.8      Counterparts...................................................................       48
           19.9      Creditors......................................................................       48
           19.10     Successors and Assigns.........................................................       48
           19.11     Waiver of Action for Partition.................................................       48

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                                      A-i

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             AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                    LEASE EQUITY APPRECIATION FUND II, L.P.

This Amended and Restated Agreement of Limited Partnership is made and entered
into by and among LEAF FINANCIAL CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, as the General Partner,
Miles Herman, as the "Original Limited Partner," and such other persons who
may be admitted from time to time as Limited Partners.

                            ARTICLE I - DEFINITIONS

1.1   DEFINED TERMS

Defined terms used in this Agreement shall have the meanings specified below.
Certain additional defined terms are set forth elsewhere in this Agreement.
Unless the context otherwise requires, the singular shall include the plural and
the masculine gender shall include the feminine and neuter, and vice versa, and
"Article" and "Section" references are references to the Articles and Sections
of this Agreement.

         (a)      "ACCOUNTANTS" means any firm of independent certified public
                  accountants that is engaged from time to time by the General
                  Partner on behalf of the Partnership.

         (b)      "ACQUISITION EXPENSES" means expenses (other than
                  Acquisition Fees) incurred and paid to any Person which are
                  attributable to the selection and acquisition of
                  Investments, whether or not acquired, including, but not
                  limited to, legal fees and expenses, travel and
                  communication expenses, costs of credit reports, appraisals
                  and reference materials used to evaluate transactions, non-
                  refundable option payments on Investments not acquired,
                  accounting fees and expenses, insurance costs and
                  miscellaneous other expenses, however designated.

         (c)      "ACQUISITION FEES" means all fees and commissions paid by
                  any party in connection with the initial purchase or funding
                  of any Investment, including fees payable to finders and
                  brokers which are not Affiliates of the General Partner.
                  Also, included in the computation of such fees or
                  commissions shall be any commission, selection fee,
                  financing fee, non-recurring management fee, or any fee of a
                  similar nature, however designated.

         (d)      "ADJUSTED CAPITAL ACCOUNT DEFICIT" means with respect to any
                  Capital Account as of the end of any taxable year, the
                  amount by which the balance in such Capital Account is less
                  than zero. For this purpose, a Partner's Capital Account
                  balance shall be:

                  (i)       reduced for any items described in Treas. Reg.
                            Section 1.704- 1(b)(2)(ii)(d)(4),(5), and (6);

                  (ii)      increased for any amount such Partner is
                            unconditionally obligated to contribute to the
                            Partnership no later than the end of the taxable
                            year in which his or her Units, or the General
                            Partner's Partnership Interest, are liquidated (as
                            defined in Treas. Reg. Section 1.704-
                            1(b)(2)(ii)(g)) or, if later, within 90 days after
                            such liquidation; and

                  (iii)     increased for any amount such Partner is treated as
                            being obligated to contribute to the Partnership
                            pursuant to the penultimate sentences of Treas.
                            Reg. Sections 1.704-2(g)(1) and 1.704-2(i)(5)
                            (relating to minimum gain).

         (e)      "ADJUSTED CAPITAL CONTRIBUTION" means, as to any Limited
                  Partner, as determined from time to time, the Limited
                  Partner's Capital Contribution reduced, but not below zero,
                  by all distributions previously made to the Limited Partner
                  by the Partnership which are deemed to reduce the Limited
                  Partner's Capital Contribution under Section 11.3(d)(ii),
                  and by all payments previously made to the Limited Partner
                  in Redemption of a portion or all of the Limited Partner's
                  Units under Section 13.5.

         (f)      "ADMINISTRATOR" means the official or agency administering
                  the securities laws of a state or other political
                  subdivision of the United States.


                                      A-1

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         (g)      "AFFILIATE" means, with respect to any Person:

                  (i)       any other Person directly or indirectly
                            controlling, controlled by or under common control
                            with such Person;

                  (ii)      any officer, director or partner of such Person;

                  (iii)     any other Person owning or controlling 10% or more
                            of the outstanding voting securities of such
                            Person; and

                  (iv)      if such Person is an officer, director or partner,
                            any other Person for which such Person acts in such
                            capacity.

         (h)      "AFFILIATED LIMITED PARTNER" means the General Partner and
                  any officer, director, employee or other Affiliate of the
                  General Partner, the Dealer-Manager, the Selling Dealers and
                  any registered representative or principal of a Selling
                  Dealer, registered investment advisors and their clients and
                  investors who buy units through the officers and directors
                  of the General Partner, to the extent they purchase Units
                  under Section 8.3(c) and are admitted as a Limited Partner
                  at a Closing.

         (i)      "AFFILIATED PROGRAM" means any Program formed by the General
                  Partner or any Affiliate of the General Partner or in which
                  the General Partner or any of its Affiliates has an
                  interest.

         (j)      "AGREEMENT" means this Amended and Restated Agreement of
                  Limited Partnership, as it may hereafter be amended,
                  supplemented or restated from time to time.

         (k)      "ASSIGNEE" means any Person to whom any Unit or Partnership
                  Interest has been Assigned, in whole or in part, in a manner
                  permitted by Section 13.2.

         (l)      "ASSIGNMENT" means, with respect to any Unit or Partnership
                  Interest or any part thereof, the sale, assignment,
                  transfer, gift or other disposition of such Unit or
                  Partnership Interest, whether voluntarily or by operation of
                  law, except that in the case of a bona fide pledge or other
                  hypothecation, no Assignment shall be deemed to have
                  occurred unless and until the secured party has exercised
                  his right of foreclosure with respect thereto.

         (m)      "BOOK VALUE" means, with respect to any Partnership
                  property, the Partnership's adjusted basis for federal
                  income tax purposes, adjusted from time to time to reflect
                  the adjustments required or permitted by Treas. Reg. Section
                  1.704-1(b)(2)(iv)(d)-(g).

         (n)      "CAPITAL ACCOUNT" means the capital account maintained for
                  each Partner under Section 8.5.

         (o)      "CAPITAL CONTRIBUTIONS" means:

                  (i)       as to the General Partner, its initial $1,000
                            contribution to the capital of the Partnership plus
                            any additional amounts as may be contributed to the
                            capital of the Partnership by the General Partner;
                            and

                  (ii)      as to any Limited Partner, the gross amount of
                            investment in the Partnership actually paid by such
                            Limited Partner, i.e. either the Gross Unit Price
                            or the Net Unit Price, without deduction for Front-
                            End Fees (whether payable by the Partnership or
                            not), but excluding funds reinvested under Section
                            9.1(b)(xxvii).

         (p)      "CASH FLOW" means the Partnership's Gross Revenue, without
                  deduction for depreciation, but after deducting cash funds
                  used to pay all other expenses, debt payments, capital
                  improvements and replacements (other than cash funds
                  withdrawn from Reserves).

         (q)      "CLOSING" means the admission of Limited Partners to the
                  Partnership in accordance with Section 8.3.

         (r)      "CLOSING DATE" means any date on which any Limited Partner
                  is admitted to the Partnership, and includes the Initial
                  Closing Date, any subsequent Closing Date and the Final
                  Closing Date.


                                      A-2

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         (s)      "CODE" means the Internal Revenue Code of 1986, as amended,
                  or corresponding provisions of subsequent laws.

         (t)      "COMMISSION" means the Securities and Exchange Commission.

         (u)      "CONSENT" means:

                  (i)       consent given by vote at a meeting called and held
                            in accordance with the provisions of Section 16.1;
                            or

                  (ii)      the written consent without a meeting of any Person
                            to do the act or thing for which the consent is
                            solicited; or

                  (iii)     the act of granting such consent;

                  as the context may require.

         (v)      "CONTROLLING PERSON" means, with respect to the General
                  Partner or any Affiliate of the General Partner, any of its
                  chairmen, directors, presidents, or other executive or
                  senior officers, any holder of a 5% or greater equity
                  interest in the General Partner or any such Affiliate, or
                  any Person having the power to direct or cause the direction
                  of the General Partner or any such Affiliate, whether
                  through the ownership of voting securities, by contract or
                  otherwise.

         (w)      "COUNSEL" and "COUNSEL TO THE PARTNERSHIP" means any law
                  firm that may be engaged from time to time by the General
                  Partner on behalf of the Partnership.

         (x)      "CUMULATIVE RETURN" means, as to any Limited Partner, an
                  amount equal to an 8% annual (0.66667% monthly) cumulative
                  return on the Limited Partner's Adjusted Capital
                  Contribution (without reduction for any distribution made or
                  to be made to the Limited Partner on the date of
                  calculation) calculated from a date not later than the last
                  day of the calendar quarter in which the Capital
                  Contribution of the Limited Partner as to which the
                  Cumulative Return is being calculated was made.

         (y)      "DEALER-MANAGER" means:

                  (i)       Anthem Securities, Inc., an Affiliate of the
                            General Partner, the broker/dealer which will
                            manage the offering and sale of the Units in all
                            states other than Minnesota and New Hampshire; and

                  (ii)      Bryan Funding, Inc., the broker/dealer which will
                            manage the offering and sale of the Units in
                            Minnesota and New Hampshire.

         (z)      "DEALER-MANAGER AGREEMENT" means the agreement entered into
                  between the General Partner and the Dealer-Manager,
                  substantially in the form thereof filed as an exhibit to the
                  Registration Statement.

         (aa)     "DEALER-MANAGER FEE" means, in the aggregate, fees payable
                  to the Dealer-Manager in an amount equal to 3% of the Gross
                  Unit Price per Unit sold.

         (bb)     "DELAWARE ACT" means the Delaware Revised Uniform Limited
                  Partnership Act, as amended, and any successor thereto.

         (cc)     "DISTRIBUTABLE CASH" means Cash Flow plus any amounts
                  released from Reserves by the General Partner, less amounts
                  allocated to Reserves by the General Partner.

         (dd)     "DUE DILIGENCE EXPENSES" means fees and expenses actually
                  incurred for bona fide due diligence efforts expended in
                  connection with the Offering, not to exceed .5% of the Gross
                  Unit Price per Unit sold.

         (ee)     "EFFECTIVE DATE" means the date the Registration Statement
                  is declared effective by the Commission.


                                      A-3

<PAGE>

         (ff)     "EQUIPMENT" means any new, used or reconditioned equipment
                  and related property acquired by the Partnership, or in
                  which the Partnership has acquired a direct or indirect
                  interest, and shall also be deemed to include such equipment
                  and related property or other tangible and intangible
                  personal property which at any time is subject to, or the
                  collateral for, a Lease or a Secured Loan.

         (gg)     "ESCROW ACCOUNT" means an interest-bearing account
                  established and maintained by the Partnership, the General
                  Partner and the Dealer-Manager with the Escrow Agent in
                  accordance with the terms of the Escrow Agreement for the
                  purpose of holding, pending the distribution thereof in
                  accordance with the terms of this Agreement, any
                  Subscription Monies received from Persons who are to be
                  admitted as Limited Partners on the Initial Closing Date.

         (hh)     "ESCROW AGENT" means Commerce Bank, NA, or another United
                  States banking institution with at least $50 million in
                  assets, which shall be selected by the General Partner to
                  serve in such capacity pursuant to the Escrow Agreement.

         (ii)     "ESCROW AGREEMENT" means the Escrow Agreement between the
                  Partnership and the Escrow Agent, filed as an exhibit to the
                  Registration Statement, as amended and supplemented from
                  time to time as permitted by the terms thereof.

         (jj)     "FINAL CLOSING DATE" means the last Closing Date on which
                  any Limited Partner (other than a Substitute Limited
                  Partner) shall be admitted to the Partnership, which shall
                  be as soon as practicable following the Termination Date.

         (kk)     "FINANCING TRANSACTION" means:

                  (i)       any extension of credit or loan which is secured by
                            a security interest in Equipment or other tangible
                            or intangible personal property; any Lease of such
                            property or any Secured Loan;

                  (ii)      any notes issued in connection with a
                            securitization of equipment leases, lease
                            receivables or Secured Loans; or

                  (iii)     any transaction in which Equipment, equipment
                            leases or Secured Loans are sold to a Person for
                            purposes of securitization and with customary
                            retained rights or interests.

         (ll)     RESERVED

         (mm)     "FISCAL PERIOD" means any interim accounting period
                  established by the General Partner within a Fiscal Year.

         (nn)     "FISCAL QUARTER" means, for each Fiscal Year, the 3-
                  calendar-month period which commences on the first day of
                  such Fiscal Year and each additional 3-calendar-month period
                  commencing on the first day of the first month following the
                  end of the preceding such period within such Fiscal Year (or
                  such shorter period ending on the last day of a Fiscal
                  Year).

         (oo)     "FISCAL YEAR" means the Partnership's annual accounting
                  period established pursuant to Section 15.4.

         (pp)     "FRONT-END FEES" means fees and expenses paid by any Person
                  for any services rendered during the Partnership's
                  organizational and offering or acquisition phases, including
                  Sales Commissions, Dealer-Manager Fees, Organization and
                  Offering Expense Allowances, Acquisition Fees and
                  Acquisition Expenses (other than any Acquisition Fees or
                  Acquisition Expenses paid by a manufacturer of equipment to
                  any of its employees unless such Persons are Affiliates of
                  the General Partner) and all other similar fees however
                  designated.

         (qq)     "FULL-PAYOUT LEASE" means any lease pursuant to which the
                  aggregate noncancellable rental payments due during the
                  initial term of such lease, on a net present value basis,
                  are at least sufficient to permit the Partnership to recover
                  the Purchase Price of the Equipment subject to such lease.

         (rr)     "GENERAL PARTNER" means LEAF Financial Corporation, and its
                  successors or permitted assigns, as general partner of the
                  Partnership.


                                      A-4

<PAGE>

         (ss)     "GROSS ASSET VALUE" means, with respect to any asset of the
                  Partnership, the asset's adjusted tax basis, except that:

                  (i)       the initial Gross Asset Value of any asset
                            contributed by a Partner to the Partnership shall
                            be the gross fair market value of such asset at the
                            time of such contribution;

                  (ii)      the Gross Asset Values of all Partnership assets
                            shall be adjusted to equal their respective gross
                            fair market values at the time specified in Treas.
                            Reg. Section 1.704- 1(b)(2)(iv)(f)(5) if the
                            Partnership so elects;

                  (iii)     the Gross Asset Value of any Partnership asset
                            distributed to any Partner shall be the gross fair
                            market value of such asset on the date of
                            distribution;

                  (iv)      to the extent not otherwise reflected in the
                            Partners' Capital Accounts, the Gross Asset Values
                            of Partnership assets shall be increased (or
                            decreased) to appropriately reflect any adjustments
                            to the adjusted basis of such assets pursuant to
                            Code Section 734(b) or Code Section 743(b); and

                  (v)       if on the date of contribution of an asset or a
                            revaluation of an asset in accordance with clauses
                            (ii) through (iv), above, the adjusted tax basis of
                            such asset differs from its fair market value, the
                            Gross Asset Value of such asset shall thereafter be
                            adjusted by reference to the depreciation method
                            described in Treas. Reg. Section 1.704-
                            1(b)(2)(iv)(g)(3).

         (tt)     "GROSS OFFERING PROCEEDS" means the gross amount of Capital
                  Contributions, before deduction of Front-End Fees, of all
                  Limited Partners admitted to the Partnership.

         (uu)     "GROSS REVENUE" means gross cash receipts of the Partnership
                  from whatever source, excluding Capital Contributions.

         (vv)     "GROSS UNIT PRICE" means $100.

         (ww)     "INCOME" or "LOSS" means, for any Fiscal Year, the
                  Partnership's taxable income or loss for such Fiscal Year,
                  determined in accordance with Code Section 703(a) (for this
                  purpose, all items of income, gain, loss or deduction
                  required to be stated separately pursuant to Code Section
                  703(a)(1) shall be included in taxable income or loss), with
                  the following adjustments:

                  (i)       any income of the Partnership that is exempt from
                            federal income tax and not otherwise taken into
                            account in computing Income or Losses shall be
                            applied to increase such taxable income or reduce
                            such loss;

                  (ii)      any expenditure of the Partnership described in
                            Code Section 705(a)(2)(B), or treated as such
                            pursuant to Treas. Reg. Section 1.704-
                            1(b)(2)(iv)(i) and not otherwise taken into account
                            in computing Income and Loss, shall be applied to
                            reduce such taxable income or increase such loss;

                  (iii)     gain or loss resulting from a taxable disposition
                            of any asset of the Partnership shall be computed
                            by reference to the Gross Asset Value of such asset
                            and the special depreciation calculations described
                            in Treas. Reg. Section 1.704- 1(b)(2)(iv)(g),
                            notwithstanding that the adjusted tax basis of such
                            asset may differ from its Gross Asset Value;

                  (iv)      in lieu of the depreciation, amortization, and
                            other cost recovery deductions taken into account
                            in computing such taxable income or loss for such
                            Fiscal Year, there shall be taken into account
                            depreciation, amortization or other cost recovery
                            determined pursuant to the method described in
                            Treas. Reg. Section 1.704-1(b)(2)(iv)(g)(3); and

                  (v)       any items which are specially allocated pursuant to
                            Section 11.2(f) shall not be taken into account in
                            computing Income or Loss.

         (xx)     "INDEBTEDNESS" means, with respect to any Person as of any
                  date, all obligations of such Person (other than capital,
                  surplus, deferred income taxes and, to the extent not
                  constituting obligations, other deferred credits


                                      A-5
<PAGE>

                  and reserves) that could be classified as liabilities
                  (exclusive of accrued expenses and trade accounts payable
                  incurred in respect of property purchased in the ordinary
                  course of business which are not overdue or which are being
                  contested in good faith by appropriate proceedings and are
                  not so required to be classified on such balance sheet as
                  debt) on a balance sheet prepared in accordance with
                  generally accepted accounting principles as of such date.

         (yy)     "INDEPENDENT EXPERT" means a Person with no material current
                  or prior business or personal relationship with the General
                  Partner or its Affiliates, who is engaged to a substantial
                  extent in the business of rendering appraisals and who is
                  qualified to perform the work.

         (zz)     "INITIAL CLOSING DATE" means the first Closing Date for the
                  Partnership on which Limited Partners with Units equal to,
                  or greater than, the Minimum Offering are admitted to the
                  Partnership.

         (aaa)    "INVESTMENT IN EQUIPMENT" means the aggregate amount of
                  Capital Contributions actually paid or allocated to the
                  purchase, manufacture or renovation of Equipment acquired by
                  the Partnership, together with other cash payments such as
                  interest, taxes and Reserves allocable thereto (to the
                  extent that Reserves do not exceed 3% of Capital
                  Contributions), but excluding Front-End Fees.

         (bbb)    "INVESTMENT COMMITTEE" means a committee of the board of
                  directors of the General Partner to establish credit review
                  policies and procedures, supervise the efforts of the
                  General Partner's credit department, approve significant
                  transactions and transactions which differ from the
                  standards and procedures the Investment Committee has
                  established and, pursuant to Section 9.5, to resolve
                  conflicts in allocating Investments among Programs.

         (ccc)    "INVESTMENTS" means the Partnership's portfolio, from time
                  to time, of Equipment, Leases and Secured Loans.

         (ddd)    "IRA" means an Individual Retirement Account.

         (eee)    "IRS" means the Internal Revenue Service or any successor
                  agency thereto.

         (fff)    "LEASE" means any Full-Payout Lease, any Operating Lease and
                  any residual value interest therein.

         (ggg)    "LENDER" means any Person that lends cash or cash
                  equivalents to the Partnership, including any Person that
                  acquires by purchase, assignment or otherwise an interest in
                  the future amounts payable under any Lease or Secured Loan
                  and in the related Equipment or other assets or in payments
                  due under any Financing Transaction, and any property
                  securing any such transaction.

         (hhh)    "LESSEE" means a lessee under a Lease.

         (iii)    "LIMITED PARTNER" means any Person who is the owner of at
                  least one Unit and who has been admitted to the Partnership
                  as a Limited Partner or an Affiliated Limited Partner and
                  any Person who becomes a Substitute Limited Partner, in
                  accordance with this Agreement, in such Person's capacity as
                  a Limited Partner of the Partnership.

         (jjj)    "LIQUIDATION PERIOD" means the period commencing on the
                  first day following the end of the Reinvestment Period and
                  continuing for the period deemed necessary by the General
                  Partner for orderly termination of the Partnership's
                  operations and affairs, and for liquidation or disposition
                  of the Partnership's Investments.

         (kkk)    "MAJORITY" or "MAJORITY INTEREST" means Limited Partners
                  owning more than 50% of the aggregate outstanding Units.

         (lll)    "MANAGEMENT FEES" means, for any month, the following fees
                  one or all of which may be payable to the General Partner,
                  in an amount equal to the lesser of the maximum fees set
                  forth below in (i) through (iv) below, compared with, in
                  each case, the fees which are reasonable, competitive, and
                  would customarily be paid to non-affiliated third-parties
                  rendering similar services in the same geographic location
                  and for similar types of investments. The maximum permitted
                  Management Fees for (i) through (iv) are as follows:


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<PAGE>

                  (i)       an amount equal to 0.08335% (1% annually) of Gross
                            Revenues on Operating Leases managed by third-
                            parties under the General Partner's supervision;

                  (ii)      an amount equal to 0.33333% (4% annually) of Gross
                            Revenues on Operating Leases managed by the General
                            Partner or its Affiliates;

                  (iii)     an amount equal to 0.16667% (2% annually) of Gross
                            Revenues on Full-Payout Leases which contain Net
                            Lease Provisions; and/or

                  (iv)      an amount equal to 0.16667% (2% annually) of Gross
                            Revenues on Secured Loans.

         (mmm)    "MAXIMUM OFFERING" means receipt and acceptance by the
                  Partnership of subscriptions for 600,000 Units on or before
                  the Final Closing Date.

         (nnn)    "MINIMUM OFFERING" means receipt and acceptance by the
                  Partnership of subscriptions for not less than 20,000 Units,
                  excluding the 10 Units subscribed for by the Original
                  Limited Partner and any Units subscribed for by the General
                  Partner or its officers, directors, employees or other
                  Affiliates.

         (ooo)    "NASD" means the National Association of Securities Dealers,
                  Inc.

         (ppp)    RESERVED

         (qqq)    "NET LEASE PROVISIONS" means contractual arrangements under
                  which the lessee assumes responsibility for, and bears the
                  cost of, insurance, taxes, maintenance, repair and operation
                  of the leased asset and where the non-cancellable rental
                  payments under the lease are absolutely net to the lessor.
                  Notwithstanding, a lease may be deemed to contain net lease
                  provisions even if some minor costs or responsibilities
                  remain with the lessor or if the lessor retains the option
                  to require and pay for a higher standard of care or a
                  greater level of maintenance or insurance, than would be
                  imposed on the lessee under the terms of the lease.

         (rrr)    "NET OFFERING PROCEEDS" means the Gross Offering Proceeds
                  minus the Dealer-Manager Fees, Sales Commissions, Due
                  Diligence Expenses and the Organization and Offering Expense
                  Allowance payable by the Partnership.

         (sss)    "NET UNIT PRICE" means the Gross Unit Price less an amount
                  equal to 7% of the Gross Unit Price (equivalent to the Sales
                  Commission) for each Unit or fraction thereof purchased by
                  an Affiliated Limited Partner.

         (ttt)    "NET WORTH" means, for any Person subscribing for Units, the
                  excess of total assets over total liabilities as determined
                  by generally accepted accounting principles, but excluding
                  home, home furnishings and automobiles. Provided, however,
                  that with respect to the General Partner, "Net Worth" means
                  the excess of total assets over total liabilities as
                  determined by generally accepted accounting principles,
                  except that if any of the assets have been depreciated, then
                  the amount of depreciation relative to any particular asset
                  may be added to the depreciated cost of the asset to compute
                  the total asset. The amount of depreciation may be added
                  only to the extent that the amount resulting after adding
                  depreciation does not exceed the fair market value of the
                  asset.

         (uuu)    "NOTICE" means a writing containing the information required
                  by this Agreement to be communicated to any Person,
                  personally delivered to such Person or sent by registered,
                  certified or regular mail, postage prepaid to such Person at
                  the last known address of such Person, or sent by telefax
                  and receipt is confirmed by telephone during normal business
                  hours.

         (vvv)    "OFFERING" means the offering of Units pursuant to the
                  Prospectus.

         (www)    "OFFERING PERIOD" means the period from the Effective Date
                  to the Termination Date.

         (xxx)    "OPERATING LEASE" means a lease pursuant to which the
                  aggregate noncancellable rental payments during the original
                  term of such lease, on a net present value basis, are not
                  sufficient to recover the Purchase Price of the Equipment
                  leased thereby.


                                      A-7

<PAGE>

         (yyy)    "OPERATIONS" means all operations and activities of the
                  Partnership except Sales.

         (zzz)    "ORGANIZATION AND OFFERING EXPENSE ALLOWANCE" means an
                  amount equal to 3.5% of the Gross Offering Proceeds.

         (aaaa)   "ORGANIZATION AND OFFERING EXPENSES" means:

                  (i)       all costs and expenses incurred in connection with,
                            and in preparing the Partnership for, qualification
                            under federal and state securities laws and the
                            securities laws of any other jurisdiction in which
                            Units may be offered or sold and subsequently
                            offering and distributing the Units to the public
                            (except for Sales Commissions and Dealer-Manager
                            Fees) including, without limitation:

                            (A)      printing costs;

                            (B)      registration and filing fees;

                            (C)      attorneys', accountants' and other
                                     professional fees;

                            (D)      Due Diligence Expenses; and

                  (ii)      the direct costs of salaries to and expenses
                            (including costs of travel) of officers and
                            directors of the General Partner or any Affiliate
                            of the General Partner while engaged in organizing
                            the Partnership and registering, offering and
                            selling the Units.

         (bbbb)   "PARTICIPANT LIST" means a list, in alphabetical order by
                  name, setting forth the name, address and business or home
                  telephone number of, and number of Units held by, each
                  Limited Partner. The list shall be printed on white paper in
                  a readily readable type size (in no event smaller than 10-
                  point type) and shall be updated at least quarterly to
                  reflect any changes in the information contained therein.

         (cccc)   "PARTNER" means the General Partner (including any
                  Substitute General Partner) and any Limited Partner
                  or Affiliated Limited Partner (including the Original Limited
                  Partner and any Substitute Limited Partner).

         (dddd)   "PARTNER NONRECOURSE DEBT" means any Partnership nonrecourse
                  liability for which any Partner bears the economic risk of
                  loss within the meaning of Treas. Reg. Section 1.704-
                  2(b)(4).

         (eeee)   "PARTNER NONRECOURSE DEBT MINIMUM GAIN" has the meaning
                  specified in Treas. Reg. Section 1.704-2(i)(3), and such
                  additional amount as shall be treated as Partner Nonrecourse
                  Minimum Gain pursuant to Treas. Reg. Section 1.704-
                  2(j)(1)(iii).

         (ffff)   "PARTNER NONRECOURSE DEDUCTIONS" consist of those deductions
                  and in those amounts specified in Treas. Reg. Sections
                  1.704-2(i)(2) and (j).

         (gggg)   "PARTNERSHIP" means Lease Equity Appreciation Fund II, L.P.

         (hhhh)   "PARTNERSHIP INTEREST" means the Units owned by a Limited
                  Partner or the percentage interest in the Partnership held
                  by the General Partner.

         (iiii)   "PARTNERSHIP LOAN" means any loan made to the Partnership
                  by the General Partner or any Affiliate of the General
                  Partner in accordance with Section 9.2(c).

         (jjjj)   "PARTNERSHIP MINIMUM GAIN" has the meaning specified in
                  Treas. Reg. Sections 1.704-2(b)(2) and (d) and such
                  additional amount as shall be treated as Partnership Minimum
                  Gain pursuant to Treas. Reg. Section 1.704- 2(j)(1)(iii).

         (kkkk)   "PARTNERSHIP NONRECOURSE DEDUCTIONS" consist of those
                  deductions and in those amounts specified in Treas. Reg.
                  Sections 1.704-2(c) and (j).

                                      A-8

<PAGE>

         (llll)   "PAYOUT" means the time when the aggregate amount of cash
                  distributions (from whatever sources) to a Limited Partner
                  equals the amount of the Limited Partner's Capital
                  Contribution plus the Cumulative Return compounded daily (in
                  this case only) from the last Closing Date.

         (mmmm)   "PERSON" means any natural person, partnership, trust,
                  corporation, association or other legal entity.

         (nnnn)   "PROGRAM" means a limited or general partnership, joint
                  venture, unincorporated association or similar
                  unincorporated organization formed and operated for the
                  primary purpose of investment in, and the operation of, or
                  gain from, an interest in equipment, equipment leases or
                  related instruments.

         (oooo)   "PROSPECTUS" means the prospectus included as part of the
                  Registration Statement, as supplemented or amended.

         (pppp)   "PURCHASE PRICE" means, with respect to any Investment, the
                  price paid by, or on behalf of, the Partnership for or in
                  connection with the purchase, acquisition or funding of the
                  Investment, including the amount of the related Acquisition
                  Fees, Acquisition Expenses, and all liens and encumbrances
                  on the Investment, but excluding "points" and prepaid
                  interest. "Purchase Price" also includes, with respect to
                  options to acquire an Investment, the sum of the exercise
                  price and the price paid to acquire the option.

         (qqqq)   "QUALIFIED PLAN" means a pension, profit-sharing or stock
                  bonus plan, including Keogh Plans, meeting the requirements
                  of Sections 401 et seq. of the Code, and its related trust.

         (rrrr)   "QUALIFIED SUBSCRIPTION ACCOUNT" means the interest-bearing
                  account established and maintained by the Partnership for
                  the purpose of holding Subscription Monies received
                  subsequent to the Initial Closing Date.

         (ssss)   "REDEMPTION" means the purchase of Units from Limited
                  Partners by the Partnership under Section 13.5.

         (tttt)   "REGISTRATION STATEMENT" means the Registration Statement on
                  Form S-1 filed with the Commission under the Securities Act
                  in the form in which the Registration Statement is declared
                  to be effective for the offer and sale of the Partnership's
                  Units.

         (uuuu)   "REINVESTMENT PERIOD" means the period beginning with the
                  Initial Closing Date and ending five years after the Final
                  Closing Date.

         (vvvv)   "REINVESTMENT PERIOD CASH DISTRIBUTIONS" means, with respect
                  to any Limited Partner, all distributions made to the
                  Limited Partner by the Partnership during the Reinvestment
                  Period up to the Cumulative Return.

         (wwww)   "RE-LEASING FEE" means, with respect to any Equipment, a fee
                  payable to the General Partner for providing re-leasing
                  services to the Partnership, not to exceed the lesser of:

                  (i)       the competitive rate for comparable services for
                            similar equipment; or

                  (ii)      2% of gross rental revenues derived from the re-
                            lease of the Equipment after the time that the re-
                            lease of the Equipment has been consummated as a
                            result of the efforts of the General Partner or its
                            Affiliates.

         (xxxx)   "RESERVES" means reserves established and maintained by the
                  Partnership for working capital and contingent liabilities.

         (yyyy)   "ROLL-UP" means any transaction involving the acquisition,
                  merger, conversion or consolidation, either directly or
                  indirectly, of the Partnership with, and the issuance of
                  securities of, a Roll-Up Entity. The term does not include:

                  (i)       a transaction involving securities of the
                            Partnership if they have been listed on a national
                            securities exchange or traded through the NASDAQ
                            Stock Market (National Market System) for at least
                            12 months; or


                                      A-9

<PAGE>

                  (ii)      a transaction involving only the conversion of the
                            Partnership to corporate, trust or association form
                            if, as a consequence of the transaction, there will
                            be no significant adverse change in:

                            (A)      Limited Partners' voting rights;

                            (B)      the term of existence of the Partnership;

                            (C)      the compensation of the General Partner or
                                     its Affiliates from the Partnership;

                            (D)      the Partnership's investment objectives;
                                     or

                            (E)      the income taxation of the Partnership or
                                     the Limited Partners.

         (zzzz)   "ROLL-UP ENTITY" means any partnership, corporation, trust,
                  or other entity that is created by, or surviving after, the
                  successful completion of a proposed Roll-Up transaction.

         (aaaaa)  "SALE" means the sale, exchange, involuntary conversion,
                  foreclosure, condemnation, taking, casualty (other than a
                  casualty followed by refurbishing or replacement), or other
                  disposition of an Investment.

         (bbbbb)  "SALES COMMISSIONS" means, with respect to any Unit, an
                  amount equal to 7% of the Gross Unit Price per Unit sold.

         (ccccc)  "SECURED LOAN" means a loan or other extension of credit
                  provided by the Partnership to a third-party end user to
                  finance the end user's purchase of Equipment, with that
                  Equipment being used as collateral for the repayment of the
                  loan.

         (ddddd)  "SECURITIES ACT" means the Securities Act of 1933, as
                  amended.

         (eeeee)  "SELLING DEALER" means each member firm of the NASD which
                  has been selected by the Partnership or the Dealer-Manager
                  to offer and sell Units and has entered into a Selling
                  Dealer Agreement.

         (fffff)  "SELLING DEALER AGREEMENT" means each of the agreements
                  entered into between the Partnership or the Dealer-Manager
                  and any Seller Dealer with respect to the offer and sale of
                  Units.

         (ggggg)  "SUBORDINATED REMARKETING FEE" means, with respect to any
                  Investment, a fee in the amount equal to the lesser of:

                  (i)       3% of the contract sales price applicable to the
                            Investment; or

                  (ii)      one-half of a brokerage fee that is reasonable,
                            customary and competitive in light of the size,
                            type and location of the Investment.

         (hhhhh)  "SUBSCRIPTION AGREEMENT" means the subscription agreement
                  substantially in the form filed as an exhibit to the
                  Prospectus.

         (iiiii)  "SUBSCRIPTION MONIES" means the funds subscribed by Limited
                  Partners for the purchase of Units.

         (jjjjj)  "SUBSTITUTE GENERAL PARTNER" means any Assignee of or
                  successor to the General Partner admitted to the Partnership
                  in accordance with Section 12.5.

         (kkkkk)  "SUBSTITUTE LIMITED PARTNER" means any Assignee of Units who
                  is admitted to the Partnership as a Limited Partner under
                  Section 13.3.

         (lllll)  "TERMINATION DATE" means the earliest of:

                  (i)       the date on which the Maximum Offering has been
                            sold;

                  (ii)      two years following the Effective Date (subject to
                            the renewal, requalification or consent of each
                            Administrator requiring the renewal,
                            requalification or consent with respect to the
                            extension of the


                                      A-10

<PAGE>

                            Offering Period beyond one year following the
                            Effective Date in the Administrator's
                            jurisdiction); or

                  (iii)     the date determined by the General Partner.

         (mmmmm)  "TREASURY REGULATION" or "Treas. Reg." means final or
                  temporary regulations issued by the United States Treasury
                  Department pursuant to the Code.

         (nnnnn)  "UNIT" means a unit of Limited Partner interest in the
                  Partnership held by any Limited Partner, including rights to
                  profits, losses, income, gain, credits, deductions, cash
                  distributions, returns of capital, voting rights and other
                  attributes of the Units all as provided by, and subject to
                  the terms and provisions of, this Agreement.

         (ooooo)  "UNPAID CUMULATIVE RETURN" means, as to any Limited Partner,
                  the amount of the Limited Partner's Cumulative Return
                  calculated through the date as of which the Unpaid
                  Cumulative Return is being calculated, reduced (but not
                  below zero) by the aggregate distributions previously made
                  to the Limited Partner by the Partnership which are deemed
                  to be a reduction of the Limited Partner's Unpaid Cumulative
                  Return under Section 11.3(d)(i).

                     ARTICLE II - FORMATION OF PARTNERSHIP

2.1   FORMATION OF PARTNERSHIP

The General Partner and the Original Limited Partner have previously formed
the Partnership as a limited partnership under the Delaware Act. The General
Partner and the Original Limited Partner hereby amend and restate in its
entirety the original Agreement of Limited Partnership of the Partnership and
agree that this Amended and Restated Agreement of Limited Partnership shall
govern the rights and liabilities of the Partners, except as otherwise herein
expressly provided.

                               ARTICLE III - NAME

3.1   NAME

The business of the Partnership shall be conducted under the name "Lease
Equity Appreciation Fund II, L.P." or such other name as the General Partner
shall hereafter designate in writing to the Limited Partners.

                        ARTICLE IV - PLACES OF BUSINESS

4.1   PRINCIPAL PLACE OF BUSINESS

The principal office and place of business of the Partnership shall be 110 S.
Poplar Street, Suite 101, Wilmington, Delaware 19801. The General Partner may
from time to time change the principal place of business and, in such event,
the General Partner shall notify the Limited Partners of such change in
writing no later than 60 days following the effective date of such change.

4.2   OTHER PLACES OF BUSINESS

The Partnership may maintain such other offices and places of business within
or outside the State of Delaware as the General Partner deems advisable.

                  ARTICLE V - NAMES AND ADDRESSES OF PARTNERS

5.1   NAMES AND ADDRESSES OF PARTNERS

The name and address of the General Partner shall be as set forth in Section
19.1, and the names and addresses of the Limited Partners shall be as set
forth in their respective Subscription Agreements, as the same may be
supplemented or amended from time to time. Any Partner may change his, her or
its respective place of business or residence, as the case may be, by giving
Notice of such change to the Partnership (and, in the case of the General
Partner, by also giving Notice thereof to all of the Limited Partners), which
Notice shall become effective upon receipt by the Partnership.

                                      A-11

<PAGE>
                      ARTICLE VI - PURPOSES AND OBJECTIVES

6.1   PURPOSES

The purpose and business of the Partnership is to:

         (a)      acquire, invest in, purchase, own, hold, lease, re-lease,
                  finance, refinance, loan, borrow, manage, maintain, operate,
                  improve, upgrade, modify, exchange, assign, encumber, create
                  or receive security interests in, pledge, sell, transfer or
                  otherwise dispose of, and in all respects otherwise deal in
                  or with, Equipment and Leases of all kinds; and

         (b)      engage in any and all businesses and to do any and all
                  things permitted to a limited partnership under the Delaware
                  Act.

6.2   INVESTMENT OBJECTIVES

The investment objectives of the Partnership in conducting its business shall
be to:

         (a)      preserve, protect and return the Capital Contributions of
                  the Partners;

         (b)      generate regular distributions sufficient to provide the
                  Cumulative Return to the Partners;

         (c)      during the Reinvestment Period, distribute the Cumulative
                  Return and then reinvest the excess Distributable Cash in
                  additional Investments; and

         (d)      provide distributions to Partners after the Reinvestment
                  Period until the sale of all Investments.

                               ARTICLE VII - TERM

7.1   TERM

The term of the Partnership began with the filing of the Certificate of
Limited Partnership with the Secretary of State of the State of Delaware on
March 30, 2004 and will end at midnight on December 31, 2029, unless sooner
dissolved or terminated as provided in Article XIV of this Agreement.

                      ARTICLE VIII - PARTNERS AND CAPITAL

8.1   GENERAL PARTNER

The General Partner has contributed $1,000, in cash, as its Capital
Contribution to the Partnership. The General Partner shall use its best
efforts to maintain, at all times from and after the date of this Agreement
through and including the Termination Date, a net worth that is at least
sufficient to satisfy the Net Worth requirements for a general partner under
policies adopted by Administrators.

8.2   ORIGINAL LIMITED PARTNER

The Original Limited Partner has made a capital contribution of $1.00 to the
Partnership. By execution hereof, the Original Limited Partner agrees to
withdraw as Original Limited Partner, and the parties hereto agree to return
the capital contribution of $1.00 and to retire the original 10 Units on the
Initial Closing Date and admission of additional Limited Partners.

8.3   LIMITED PARTNERS

         (a)      From and after the Initial Closing Date, there shall be one
                  class of Limited Partners.. The General Partner is hereby
                  authorized to obtain capital for the Partnership through the
                  offer and sale of up to 600,000 Units to the Limited
                  Partners.

         (b)      Any Person desiring to become a Limited Partner shall
                  execute and deliver to the General Partner a Subscription
                  Agreement and such other documents as the General Partner
                  shall reasonably request. These documents shall be in form
                  and substance reasonably satisfactory to the General
                  Partner. Among other

                                      A-12

<PAGE>
                  things, each Person shall, subject to acceptance of his
                  subscription by the General Partner, agree to be bound by
                  all terms and provisions of this Agreement. Units will be
                  sold only to Persons:

                  (i)       who represent that they have either:

                            (A)      an annual gross income of at least $45,000
                                     and a Net Worth of at least $45,000; or

                            (B)      a Net Worth of at least $150,000; or

                  (ii)      who satisfy the suitability standards applicable in
                            the state or other jurisdiction of their residence
                            or domicile, if more stringent than the standards
                            described in clause (i) above.

         (c)      At the time of subscribing each Limited Partner (other than an
                  Affiliated Limited Partner) shall make a Capital Contribution,
                  in cash, in an amount equal to the Gross Unit Price for each
                  Unit purchased. At the time of subscribing each Affiliated
                  Limited Partner shall make a Capital Contribution, in cash, in
                  an amount equal to the Net Unit Price for each Unit purchased.
                  Each Limited Partner (except Ohio Residents) may elect on his
                  Subscription Agreement to have his Partnership distributions
                  reinvested in additional Units during the Offering Period, on
                  the same terms as the purchase of the Limited Partner's
                  original Units, other than the minimum required number of
                  Units, to the extent that Units are available for purchase. In
                  particular, the purchase price of these additional Units shall
                  be the same price the Limited Partner paid for his original
                  Units, either the Gross Unit Price or the Net Unit Price.

         (d)      Limited Partners must purchase a minimum of 25 Units, other
                  than IRAs or Qualified Plans which may purchase a minimum of
                  10 Units, unless a different minimum number of Units is
                  required by the Administrator of the Limited Partner's state
                  or other jurisdiction of residence. Limited Partners may
                  subscribe for additional Units at the Gross Unit Price or
                  Net Unit Price, whichever shall be applicable.

         (e)      The General Partner and any Affiliate of the General Partner
                  shall have the right to subscribe for Units for its own
                  account for investment purposes only; provided that the
                  aggregate number of Units purchased by the General Partner
                  and its Affiliates collectively shall not exceed 10% of all
                  Units sold.

         (f)      No subscribers shall be admitted to the Partnership unless
                  and until the Minimum Offering shall be achieved. Upon the
                  determination by the General Partner that the Minimum
                  Offering has been achieved, the General Partner shall set
                  the Initial Closing Date. Following the Initial Closing
                  Date, weekly Closings will be held. The General Partner
                  shall notify each subscriber whose subscription has been
                  accepted by the General Partner as promptly as practical of
                  such subscriber's admission as a Limited Partner.

         (g)      Subscriptions for Units shall promptly be accepted or
                  rejected by the General Partner after their receipt by the
                  Partnership (but in any event not later than 30 days
                  thereafter) and a confirmation of acceptance sent by the
                  General Partner. The General Partner shall have the
                  unconditional right to refuse to admit any subscriber as a
                  Limited Partner. Each subscriber has the right to cancel his
                  or her subscription before it has been accepted by the
                  General Partner by providing written notice to the General
                  Partner, signed by each subscriber, of their intent to
                  cancel, in a form satisfactory to the General Partner. The
                  Partnership may not complete a sale of Units to any Limited
                  Partner until at least five business days after the date the
                  Limited Partner received a final Prospectus.

         (h)      Each Person whose subscription is accepted by the General
                  Partner shall be admitted to the Partnership as a Limited
                  Partner, and shall for all purposes of this Agreement become
                  and be treated as a Limited Partner, not later than 15 days
                  after the Initial Closing Date or, thereafter, the last day
                  of the calendar month following the date the subscription
                  was accepted by the Partnership.

         (i)      The amount of the Capital Contribution made by each Limited
                  Partner shall be set forth on the Partnership's books and
                  records, which shall be supplemented or amended from time to
                  time promptly following each Closing Date to reflect the
                  name, address and Capital Contribution of each Limited
                  Partner admitted to the Partnership as a result of such
                  Closing; provided that any failure so to attend to such
                  books and records following any Closing Date shall not in
                  any way affect the admission of any Limited Partner to the
                  Partnership for all purposes of this Agreement if such
                  Limited Partner was admitted to the Partnership at such
                  Closing.

                                      A-13

<PAGE>
         (j)      The General Partner shall establish the Escrow Account and
                  the Qualified Subscription Account. From the date hereof to,
                  but not including, the Initial Closing Date, all
                  Subscription Monies shall be deposited in the Escrow
                  Account. From and after the Initial Closing Date, all
                  Subscription Monies shall be held by the Partnership in the
                  Qualified Subscription Account until the release thereof on
                  the applicable Closing Date.

         (k)      On the Initial Closing Date or any subsequent Closing Date,
                  all Subscription Monies then held in the Escrow Account or
                  any Qualified Subscription Account, as the case may be, with
                  respect to Units purchased by any Person admitted to the
                  Partnership as a result of such Closing, together with any
                  interest earned thereon, shall be released to the
                  Partnership. The Partnership shall pay such interest to the
                  Limited Partners, as their interests may appear, promptly
                  after such Closing Date. Subscription Monies deposited by
                  any Person whose subscription is rejected by the General
                  Partner shall be immediately returned to that Person,
                  together with any interest earned thereon and without
                  deduction for any Front-End Fees. In no event shall any
                  Subscription Monies be held in the Escrow Account or a
                  Qualified Subscription Account beyond the Termination Date
                  before either being released to the Partnership upon a
                  Closing or, if the Minimum Offering has not been achieved,
                  returned to the subscriber.

         (l)      Notwithstanding anything to the contrary set forth in this
                  Agreement, Subscription Monies of Persons who are residents
                  of Iowa and Pennsylvania shall be held in a separate Escrow
                  Account by the Escrow Agent. Subscriptions of Iowa and
                  Pennsylvania residents shall not be used in computing the
                  Minimum Offering. At such time as 30,000 Units have been
                  sold and subscriptions therefor accepted by the Partnership,
                  the Subscription Monies of Iowa and Pennsylvania residents
                  whose subscriptions have been accepted by the Partnership
                  shall be released from the Escrow Account to the Partnership
                  and such Iowa and Pennsylvania residents shall be admitted
                  to the Partnership as Limited Partners.

8.4   PARTNERSHIP CAPITAL

         (a)      No Partner shall be paid interest on any Capital
                  Contribution, except for interest earned on Subscription
                  Monies as provided in Section 8.3(k).

         (b)      In addition to the redemption of the Original Limited
                  Partner's Units as provided in Section 8.2, the Partnership
                  may Redeem Units presented by Limited Partners for
                  Redemption pursuant to Section 13.5 in the General Partner's
                  sole and absolute discretion. The Partnership shall not
                  Redeem or repurchase any Unit except as set forth in the
                  preceding sentence. No Partner shall have the right to
                  withdraw or receive any return of such Partner's Capital
                  Contribution, except as specifically provided in this
                  Agreement, and no Capital Contribution may be returned to
                  any Partner in the form of property other than cash.

         (c)      Except as otherwise specifically provided in this Agreement,
                  no Limited Partner shall have priority over any other
                  Limited Partner as to:

                  (i)       the return of such Limited Partner's Capital
                            Contribution or Capital Account;

                  (ii)      such Limited Partner's share of Income and Losses;
                            or

                  (iii)     such Limited Partner's share of Distributable Cash.

         (d)      Neither the General Partner nor any Affiliate of the General
                  Partner shall have any personal liability for the repayment
                  of the Capital Contribution of any Limited Partner except to
                  the extent specifically provided in this Agreement.

8.5   CAPITAL ACCOUNTS

         (a)      A separate Capital Account shall be established and
                  maintained for the General Partner and for each Limited
                  Partner.

         (b)      The Capital Account of the General Partner initially shall
                  be $1,000.

         (c)      The Capital Account of each Limited Partner initially shall
                  be such Limited Partner's Capital Contribution.

         (d)      The Capital Account of each Partner shall be increased by:

                                      A-14

<PAGE>
                  (i)       the amount of any additional money contributed by
                            such Partner to the Partnership;

                  (ii)      the fair market value of any property contributed
                            by such Partner to the Partnership (net of
                            liabilities secured by such contributed property
                            that the Partnership is considered to assume under
                            Code Section 752); and

                  (iii)     allocations to such Partner of Income (or items
                            thereof), including but not limited to items of
                            income and gain specially allocated pursuant to
                            Section 11.2(f).

         (e)      The Capital Account of each Partner shall be decreased by:

                  (i)       the amount of money distributed to or on behalf of
                            such Partner by the Partnership;

                  (ii)      the fair market value of any property distributed
                            to or on behalf of such Partner by the Partnership
                            (net of liabilities secured by such distributed
                            property that such Partner is considered to assume
                            under Code Section 752); and

                  (iii)     allocations to such Partner of Partnership Losses
                            (or items thereof), including but not limited to
                            items of loss and deduction specially allocated
                            pursuant to Section 11.2(f).

         (f)      For purposes of this Agreement, a General Partner who also
                  owns Units as a Limited Partner shall have a single Capital
                  Account that reflects both its General Partner and Limited
                  Partner interests in the Partnership, regardless of the time
                  or manner in which such interests were acquired.

         (g)      If the Partnership Interest of a General Partner or a Unit
                  is sold or otherwise transferred, the Capital Account of the
                  transferor with respect to the Partnership Interest or the
                  Unit transferred shall carry over to the transferee in
                  accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(l).
                  However, if the transfer causes a termination of the
                  Partnership under Code Section 708(b)(1)(B), the Capital
                  Account that carries over to the transferee shall be
                  adjusted in accordance with the constructive contribution
                  and liquidation rules under Treas. Reg. Section 1.708-1.

         (h)      For any taxable year in which the Partnership has a Code
                  Section 754 election in effect, the Capital Accounts shall
                  be maintained in accordance with Treas. Reg. Section 1.704-
                  1(b)(2)(iv)(m). The Partnership shall not be required to
                  make any elections pursuant to Code Section 754.

         (i)      Upon the occurrence of the events specified in Treas. Reg.
                  Section 1.704-1(b)(2)(iv)(f), the Partners' Capital Accounts
                  shall be adjusted and thereafter maintained to reflect the
                  revaluation of Partnership assets on the books of the
                  Partnership in accordance with such Treasury Regulation and
                  Treas. Reg. Sections 1.704-1(b)(2)(iv)(f) through (h).

         (j)      Notwithstanding anything herein to the contrary, the
                  Partners' Capital Accounts shall at all times be maintained
                  in the manner required by Treas. Reg. Section 1.704-
                  1(b)(2)(iv), and any questions or ambiguities arising under
                  this Agreement shall be resolved by reference to such
                  Treasury Regulations. Further, such Treasury Regulations
                  shall govern the maintenance of the Capital Accounts to the
                  extent this Agreement does not provide for the treatment of
                  a particular item. In the event Treas. Reg. Section 1.704-
                  1(b)(2)(iv) does not provide for a particular item, such
                  Capital Account adjustments shall be made in a manner that
                  is consistent with the underlying economic arrangement of
                  the Partners based, wherever practicable, on federal tax
                  accounting principles.

8.6   ADDITIONAL CAPITAL CONTRIBUTIONS

         (a)      The General Partner shall not be required to make any
                  Capital Contribution in addition to its initial $1,000
                  Capital Contribution except pursuant to and in accordance
                  with Section 14.2(c)(ii) of this Agreement.

         (b)      No Limited Partner shall be required to make any Capital
                  Contribution in addition to the Capital Contribution
                  required under Section 8.3(c).

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8.7   LOANS BY PARTNERS

Except as provided in Section 14.2(c)(ii), no loan by any Partner or any
Affiliate of any Partner to the Partnership (including, without limitation,
any Partnership Loan) shall constitute a Capital Contribution to the
Partnership or increase the Capital Account balance of any Partner, but shall
be treated, for all purposes, as Indebtedness of the Partnership payable or
collectible only out of the assets of the Partnership in accordance with the
terms and conditions upon which such loan was made.

8.8   NO RIGHT TO RETURN OF CAPITAL

No Partner shall be entitled to demand or receive any distribution of, or with
respect to, such Partner's Capital Contribution or Capital Account except as
specifically provided in this Agreement.

           ARTICLE IX - POWERS, RIGHTS AND DUTIES OF GENERAL PARTNER

9.1   EXTENT OF POWERS AND DUTIES

         (a)      GENERAL. Except as expressly limited by the provisions of
                  this Agreement, the General Partner shall have complete and
                  exclusive discretion to manage and control the affairs and
                  business of the Partnership and may employ all powers
                  necessary, convenient or appropriate to carry out the
                  purposes, conduct the business and exercise the powers of
                  the Partnership.

                  The General Partner shall have fiduciary responsibility for
                  the safekeeping and use of all funds and assets of the
                  Partnership, whether or not in the General Partner's
                  immediate possession or control.

         (b)      POWERS AND DUTIES. Pursuant to the authority granted in this
                  Section 9.1, and subject only to the limitations otherwise
                  provided in this Agreement, the General Partner's powers and
                  duties shall include, but not be limited to, the following:

                  (i)       to acquire, invest in, purchase, own, hold, lease,
                            re-lease, finance, refinance, borrow, loan, manage,
                            maintain, operate, improve, upgrade, modify,
                            exchange, assign, encumber, create and receive
                            security interests in, pledge, sell, transfer or
                            otherwise dispose of, and in all respects otherwise
                            deal in or with, Investments and other tangible or
                            intangible property (including securities, debt
                            instruments, contract rights, lease rights, equity
                            interests and, to the extent permitted by Section
                            9.1(b)(xviii), joint ventures), and to contract
                            with others to do the same on behalf of the
                            Partnership;

                  (ii)      to select and supervise the activities of any
                            Equipment management agents for the Partnership;

                  (iii)     to assure the proper application of revenues of the
                            Partnership;

                  (iv)      to maintain proper books of account for the
                            Partnership and to prepare reports of operations
                            and tax returns required to be furnished to the
                            Partners pursuant to this Agreement or to taxing
                            bodies or other governmental agencies, including
                            Administrators, in accordance with applicable laws
                            and regulations;

                  (v)       to employ the Dealer-Manager to select Selling
                            Dealers to offer and sell Units;

                  (vi)      to invest any and all funds held by the
                            Partnership;

                  (vii)     to designate depositories of the Partnership's
                            funds, and establish the terms and conditions of
                            such deposits and drawings thereon;

                  (viii)    to enter into Financing Transactions and otherwise
                            to borrow money or procure extensions of credit for
                            the Partnership (except that neither the
                            Partnership nor the General Partner shall borrow
                            money solely for the purpose of making Reinvestment
                            Period Cash Distributions which the Partnership
                            would otherwise be unable to make) and, in
                            connection therewith, to execute, seal, acknowledge
                            and deliver agreements, promissory notes,
                            guarantees and other written documents evidencing
                            Financing Transactions or constituting obligations
                            or evidences of Indebtedness and to

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<PAGE>
                            pledge, hypothecate, mortgage, assign, transfer or
                            convey mortgages or security interests in
                            Investments or any other assets of the Partnership
                            as security therefor;

                  (ix)      to hold all or any portion of the Investments and
                            other assets of the Partnership in the name of one
                            or more trustees, nominees, or other entities or
                            agents of or for the Partnership;

                  (x)       to acquire and enter into any contract which the
                            General Partner deems necessary or appropriate for
                            the protection of the Partnership and (subject to
                            Sections 9.2(b), 9.2(c) and 9.2(g)) the General
                            Partner, for the conservation of Partnership
                            assets, or for any purpose convenient or beneficial
                            to the Partnership;

                  (xi)      to employ agents, employees, managers, accountants,
                            attorneys, consultants and other persons in the
                            operation and management of the business of the
                            Partnership including, but not limited to,
                            Affiliates of the General Partner, supervisory
                            managing agents, management agents, and lease, loan
                            or securities brokers, on such terms and for such
                            compensation as the General Partner shall
                            determine, provided, however, that, with respect to
                            services provided by the General Partner or its
                            Affiliates, compensation for such services shall be
                            limited as specifically set forth in this
                            Agreement;

                  (xii)     to cause the Partnership to make or revoke any of
                            the elections referred to in Sections 108, 732, 754
                            and 1017 of the Code or any similar provisions
                            enacted in lieu thereof;

                  (xiii)    to select as the accounting year for the
                            Partnership the calendar year or such fiscal year
                            as may be approved by the IRS;

                  (xiv)     to determine the accounting method or methods to be
                            used by the Partnership (the Partnership intends
                            initially to use the accrual method of accounting
                            in maintaining its books and records);

                  (xv)      to require in all Partnership obligations to any
                            Person other than a Limited Partner, as such, that
                            the General Partner shall not have any personal
                            liability thereon, but that the person or entity
                            contracting with the Partnership must look solely
                            to the Partnership and its assets for satisfaction;

                  (xvi)     to invest temporarily the Gross Offering Proceeds
                            or Net Offering Proceeds prior to making or
                            acquiring Investments in short term, highly liquid
                            investments where there is appropriate safety of
                            principal;

                  (xvii)    to execute or sign, individually or jointly, a
                            check or certificate on behalf of the Partnership;

                  (xviii)   to cause the Partnership to invest in a joint
                            venture to own one or more Investments with any one
                            or more Affiliated Programs if:

                            (A)      doing so is in the best interest of the
                                     Partnership and the Affiliated Program;

                            (B)      the Partnership and the Affiliated Program
                                     have substantially identical investment
                                     objectives;

                            (C)      there are no duplicate fees;

                            (D)      compensation of the sponsor of the
                                     Affiliated Program is substantially
                                     identical to the compensation of the
                                     General Partner;

                            (E)      the Partnership has the right of first
                                     refusal to purchase any Investment jointly
                                     owned with the Affiliated Program which
                                     the Affiliated Program wishes to sell;

                            (F)      the respective investments in the
                                     Investment by the Partnership and the
                                     Affiliated Program are on substantially
                                     the same terms and conditions; and

                            (G)      the joint venture is entered into either
                                     for the purpose of effecting appropriate
                                     diversification for the Partnership and
                                     the Affiliated Program, or for the purpose
                                     of relieving the General Partner or its
                                     Affiliates from a commitment entered into
                                     pursuant to Section 9.2(b);

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<PAGE>

                  (xix)     to pay, extend, renew, modify, adjust, submit to
                            arbitration, prosecute, defend or compromise, upon
                            such terms as it may determine and upon such
                            evidence as it may deem sufficient, any obligation,
                            suit, liability, cause of action or claim,
                            including those relating to federal, state or local
                            taxation, either in favor of or against the
                            Partnership;

                  (xx)      to establish and maintain Reserves for such
                            purposes and in such amounts, and to increase or
                            reduce such amounts, as it deems appropriate from
                            time to time (but generally not less than 1% of the
                            Gross Offering Proceeds);

                  (xxi)     subject to Section 8.3, to do all things necessary
                            or advisable, in its sole and absolute discretion,
                            to effect the admission of the Limited Partners,
                            including, but not limited to, registering the
                            Units under the Securities Act and effecting the
                            qualification of, or obtaining exemptions from the
                            qualification of, the Units for sale with
                            Administrators, and determining that the purchase
                            of Units is a suitable and appropriate investment
                            for each Limited Partner, based on information
                            provided by each Limited Partner regarding his
                            financial situation and investment objectives;

                  (xxii)    to enter into the Dealer-Manager Agreement on
                            behalf of the Partnership;

                  (xxiii)   to enter into on behalf of the Partnership, or to
                            authorize the Dealer-Manager to enter into,
                            separate Selling Dealer Agreements;

                  (xxiv)    to enter into the Escrow Agreement on behalf of the
                            Partnership and provide for such compensation to
                            the Escrow Agent as the General Partner may deem
                            reasonable under the circumstances, which
                            compensation shall be deemed to be and shall
                            constitute an Organization and Offering Expense
                            payable by the General Partner;

                  (xxv)     to cause the Partnership to Redeem, or elect not to
                            Redeem, Units, in its sole and absolute discretion,
                            upon request therefor by a Limited Partner as
                            provided in Section 13.5;

                  (xxvi)    to cause the Partnership to obtain and pay the
                            premiums with respect to insurance policies
                            covering such risks as the General Partner deems
                            reasonably necessary to protect the interests of
                            the Partnership; provided that the General Partner,
                            its Affiliates and their respective employees and
                            agents may be named as additional insured parties
                            thereunder only if the cost of premiums payable by
                            the Partnership is not increased thereby; and
                            provided further, that the Partnership shall not
                            incur or assume the cost of any portion of any
                            insurance which insures any party against any
                            liability the indemnification of which is
                            prohibited by Section 9.3(b);

                  (xxvii)   during the Reinvestment Period, but subject to the
                            limitations and requirements of Section 11.1(b), to
                            reinvest all or a substantial portion of the
                            Partnership's Distributable Cash in additional
                            Investments;

                  (xxviii)  subject to Section 9.2(m), to enter into on behalf
                            of the Partnership arrangements with itself or its
                            Affiliates to provide services for the Partnership,
                            if necessary, in addition to those provided for
                            under this Agreement or the Origination & Servicing
                            Agreement, which additional arrangements must meet
                            the following criteria:

                            (A)      the compensation, price or fee charged for
                                     providing such services must be comparable
                                     and competitive with the compensation,
                                     price or fee of any other Person who is
                                     rendering comparable services or selling
                                     or leasing comparable goods and materials
                                     which could reasonably be made available
                                     to the Partnership;

                            (B)      the fees and other terms of the contract
                                     shall be fully disclosed; and

                            (C)      the General Partner or its Affiliate
                                     providing the services must be
                                     independently engaged in the business of
                                     providing those services to Persons other
                                     than Affiliates of the General Partner, and
                                     at least 75% of its gross revenue from
                                     providing those services must be derived
                                     from sources other than the General Partner
                                     and its Affiliates.

                                      A-18
<PAGE>
                  (xxix)    to take all such actions and execute all such
                            documents and other instruments as the General
                            Partner may deem necessary, convenient or advisable
                            to accomplish or further the purposes or objectives
                            of the Partnership or to protect and preserve
                            Partnership assets.

         (c)      DELEGATION OF POWERS. Except as otherwise provided under
                  this Agreement or by law, the General Partner may, in its
                  sole and absolute discretion, delegate all or any of its
                  duties under this Agreement to, and may elect, employ,
                  contract or deal with, any Person including, without
                  limitation, the General Partner or any Affiliate of the
                  General Partner.

         (d)      RELIANCE BY THIRD-PARTIES. No Person dealing with the
                  Partnership or its assets, whether as assignee, lessee,
                  purchaser, borrower, mortgagee, grantee or otherwise, shall
                  be required to investigate the authority of the General
                  Partner in selling, assigning, leasing, mortgaging,
                  conveying or otherwise dealing with any Investments or other
                  assets or any part thereof, nor shall any such assignee,
                  lessee, purchaser, mortgagee, grantee or other Person
                  entering into a contract with the Partnership be required to
                  inquire as to whether the approval of the Partners for any
                  such assignment, lease, sale, mortgage, transfer or other
                  transaction has been first obtained. Any such Person shall
                  be conclusively protected in relying upon a certificate of
                  authority or of any other material fact signed by the
                  General Partner, or in accepting any instrument signed by
                  the General Partner in the name and on behalf of the
                  Partnership or the General Partner.

9.2   LIMITATIONS ON THE EXERCISE OF POWERS OF GENERAL PARTNER

The General Partner shall have no power to take any action prohibited by this
Agreement or by the Delaware Act. Furthermore, the General Partner shall be
subject to the following in the administration of the Partnership's business
and affairs:

         (a)      INVESTMENT COMPANY STATUS. The General Partner shall use its
                  best efforts to assure that the Partnership shall not be
                  deemed to be an "investment company" within the meaning of
                  the Investment Company Act of 1940, as amended.

         (b)      SALES AND LEASES OF INVESTMENTS FROM OR TO THE GENERAL
                  PARTNER AND ITS AFFILIATES. The Partnership shall neither
                  purchase nor lease Investments from, nor sell or lease
                  Investments to, the General Partner, any Affiliate of the
                  General Partner or any Affiliated Program (including any
                  Investment in which the General Partner or any of its
                  Affiliates has an interest) except as provided in this
                  Section 9.2(b). Notwithstanding the foregoing, the
                  Partnership may purchase Investments from the General
                  Partner or any of its Affiliates (but not including an
                  Affiliated Program) if:

                  (i)       the General Partner determines that the making of
                            such Investment is in the best interests of the
                            Partnership;

                  (ii)      such Investment is purchased by the Partnership at
                            a Purchase Price which does not exceed the sum of:

                            (A)      the net cost to the General Partner or the
                                     Affiliate of acquiring and holding same
                                     (adjusted for any income received, capital
                                     or investment returned and reasonable and
                                     necessary expenses paid or incurred while
                                     holding same); plus

                            (B)      any compensation to which the General
                                     Partner and any Affiliate of the General
                                     Partner is otherwise entitled pursuant to
                                     this Agreement;

                  (iii)     there is no difference in the provisions or formula
                            establishing the interest rate of any Indebtedness
                            secured by the Investment at the time it is
                            acquired by the General Partner or such Affiliate
                            and the time the Investment is acquired by the
                            Partnership;

                  (iv)      neither the General Partner nor any Affiliate of
                            the General Partner realizes any gain, or receives
                            any other benefit, other than compensation for its
                            services, if any, permitted by this Agreement, as a
                            result of the Partnership making such Investment;
                            and

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<PAGE>
                  (v)       at the time of transfer thereof to the Partnership,
                            the General Partner or such Affiliate had held such
                            Investment on an interim basis (generally not
                            longer than 6 months) for the purposes of:

                            (A)      facilitating the acquisition of such
                                     Investment by the Partnership;

                            (B)      borrowing money or obtaining financing for
                                     the Partnership; or

                            (C)      any other lawful purpose related to the
                                     business of the Partnership.

         (c)      LOANS TO OR FROM THE GENERAL PARTNER AND ITS AFFILIATES. No
                  loans may be made by the Partnership to the General Partner
                  or any Affiliate of the General Partner. The General Partner
                  or any Affiliate of the General Partner may loan or advance
                  funds to the Partnership provided that:

                  (i)       any interest or other financing charges or fees
                            payable by the Partnership in connection with the
                            loan shall not exceed the lesser of the following:

                            (A)      the rate of interest and other amounts
                                     paid or payable by the General Partner or
                                     the Affiliate in connection with the loan
                                     (if the General Partner or the Affiliate
                                     borrowed money for the specific purpose of
                                     making the loan); or

                            (B)      the rate of interest and other amounts
                                     that would be charged to the Partnership
                                     (without reference to the General
                                     Partner's or the Affiliate's financial
                                     abilities or guarantees) by unrelated
                                     lending institutions on a comparable loan
                                     for the same purpose in the same
                                     geographic area (if neither the General
                                     Partner nor the Affiliate borrowed money
                                     to make the loan); and

                  (ii)      all payments of principal and interest on the loan
                            must be due and payable within 12 months after the
                            date on which the loan is made.

                  If the General Partner or any Affiliate of the General
                  Partner purchases an Investment in its own name and with its
                  own funds in order to facilitate the ultimate purchase of
                  the Investment by the Partnership, the General Partner or
                  the Affiliate, as the case may be, shall be deemed to have
                  made a loan, to the Partnership in the amount of the
                  Purchase Price and shall be entitled to receive interest on
                  that amount in accordance with clause (i) above. However,
                  any advances made by the General Partner or any Affiliate of
                  the General Partner for the purpose of paying Organization
                  and Offering Expenses shall not constitute a loan to the
                  Partnership. Instead, these advances shall be reimbursed to
                  the General Partner or the Affiliate (to the extent
                  possible) from the Organization and Offering Expense
                  Allowance without interest thereon in accordance with, and
                  to the extent provided in, Section 9.4(e).

         (d)      NO EXCHANGE OF PARTNERSHIP UNITS FOR INVESTMENTS. The
                  Partnership shall not acquire any Investments in exchange
                  for Units.

         (e)      ROLL-UPS. Any proposal that the Partnership enter into a
                  Roll-Up shall require the Consent of a Majority Interest.
                  The Partnership shall not reimburse the sponsor of a
                  proposed Roll-Up for the costs of its proxy contest, nor
                  bear any other costs of the transaction if the Roll-Up is
                  not approved by a Majority Interest. Any proposed Roll-Up
                  shall also be subject to the following:

                  (i)       An Appraisal of all Partnership assets shall be
                            obtained from a competent, independent expert. For
                            purposes of this clause (i), an independent expert
                            is a Person with no current material or prior
                            business or personal relationship with the General
                            Partner or its Affiliates who is engaged to a
                            substantial extent in the business of rendering
                            opinions regarding the value of assets of the type
                            held by the Partnership, and who is qualified to
                            perform such work. If the appraisal will be
                            included in a prospectus used to offer the
                            securities of a Roll-Up Entity, the appraisal shall
                            be filed with the Commission and applicable
                            Administrators as an exhibit to the registration
                            statement for the offering. Partnership assets
                            shall be appraised on a consistent basis. The
                            appraisal shall be based on an evaluation of all
                            relevant information, and shall indicate the value
                            of the Partnership's assets as of a date
                            immediately prior to the announcement of the
                            proposed Roll-Up transaction. The appraisal shall
                            assume an orderly liquidation of Partnership assets
                            over a 12-month period. The terms of the engagement
                            of the independent expert shall clearly state that
                            the engagement is

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<PAGE>
                            for the benefit of the Partnership and its Limited
                            Partners. A summary of the independent appraisal,
                            indicating all material assumptions underlying the
                            appraisal, shall be included in a report to the
                            Limited Partners in connection with a proposed
                            Roll-Up transaction.

                  (ii)      The Person sponsoring the Roll-Up transaction shall
                            offer to Limited Partners who vote "no" on the
                            proposal the choice of:

                            (A)      accepting the securities offered in the
                                     proposed Roll-Up transaction; or

                            (B)      one of the following:

                                     (1)      remaining as Limited Partners,
                                              and preserving their Units in
                                              the Partnership on the same
                                              terms and conditions as existed
                                              previously; or

                                     (2)      receiving cash in an amount
                                              equal to the Limited Partners'
                                              pro-rata share of the appraised
                                              value of the net assets of the
                                              Partnership.

                  (iii)     The Partnership shall not participate in any
                            proposed Roll-Up transaction which would result in
                            Limited Partners having voting rights which are
                            less than those provided for under this Agreement.
                            If the Roll-Up Entity is a limited partnership, the
                            voting rights of Limited Partners shall correspond
                            to the voting rights provided for in this Agreement
                            to the greatest extent possible.

                  (iv)      The Partnership shall not participate in any
                            proposed Roll-Up transaction which includes
                            provisions which would operate to materially impede
                            or frustrate the accumulation of Units by any
                            purchaser of the securities of the Roll-Up Entity
                            (except to the minimum extent necessary to preserve
                            the tax status of the entity). The Partnership
                            shall not participate in any proposed Roll-Up
                            transaction which would limit the ability of a
                            Limited Partner to exercise the voting rights of
                            the securities of the Roll-Up Entity on the basis
                            of the number of Units held by that Limited
                            Partner.

                  (v)       The Partnership shall not participate in any
                            proposed Roll-Up transaction in which Limited
                            Partners' rights of access to the records of the
                            Roll-Up Entity will be less than those provided for
                            under this Agreement.

         (f)      NO EXCLUSIVE LISTINGS. No exclusive listing for the sale of
                  Investments, or of any other Partnership assets, shall be
                  granted to the General Partner or any Affiliate of the
                  General Partner.

         (g)      OTHER TRANSACTIONS INVOLVING THE GENERAL PARTNER AND ITS
                  AFFILIATES. Except as specifically permitted by this
                  Agreement, including but not limited to the Origination &
                  Servicing Agreement, Section 9.1(b)(xxviii) and Subsection
                  (m) below, the General Partner shall not enter into any
                  agreements, contracts or arrangements on behalf of the
                  Partnership with the General Partner, any Affiliate of the
                  General Partner or any Affiliated Program. Except as
                  permitted by Section 9.4, neither the General Partner nor
                  any Affiliate of the General Partner shall receive, directly
                  or indirectly, a commission or fee in connection with the
                  reinvestment of Distributable Cash in new Investments.
                  Neither the General Partner nor any of its Affiliates may
                  receive any rebates or "give-ups," nor may the General
                  Partner or any of its Affiliates participate in any
                  reciprocal business arrangements that could have the effect
                  of circumventing any of the provisions of this Agreement.

         (h)      PAYMENTS TO INVESTOR ADVISORS. Neither the General Partner
                  nor any Affiliate of the General Partner shall, directly or
                  indirectly, pay or award any commissions or other
                  compensation to any Person engaged by a potential investor
                  as an investment advisor as an inducement to such Person to
                  advise the potential investor concerning the Units.
                  Provided, however, this Section 9.2(h) shall not prohibit
                  the payment to any such Person of the Dealer-Manager Fees,
                  Sales Commissions, and Due Diligence Expenses in accordance
                  with the terms of this Agreement.

         (i)      SALE OF ALL OR SUBSTANTIALLY ALL ASSETS; DISSOLUTION. During
                  the Reinvestment Period, the General Partner may not
                  dissolve the Partnership or sell or otherwise dispose of all
                  or substantially all of the assets of the Partnership
                  without the Consent of a Majority Interest, except that the
                  General Partner may sell all or substantially all of the
                  Partnership's assets as part of a Financing Transaction on
                  behalf and for the benefit of the Partnership.

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<PAGE>
         (j)      NO INVESTMENTS IN OR UNDERWRITING OF INTERESTS OF OTHER
                  PROGRAMS. The Partnership shall not invest in or underwrite
                  the equity interests of any other Program; provided,
                  however, that nothing herein shall preclude the Partnership
                  from making investments in joint ventures to the extent and
                  in the manner provided in Section 9.1(b)(xviii).

         (k)      USE OF PARTNERSHIP'S ASSETS. The General Partner shall not
                  employ, or permit any Person to employ, the Partnership's
                  funds or assets in any manner except for the exclusive
                  benefit of the Partnership. In addition, the Partnership
                  shall not invest from time to time more than 20% of its
                  funds and assets, including but not limited to Capital
                  Contributions and the proceeds of Financing Transactions
                  then available for investment, in Secured Loans.

         (l)      FIDUCIARY DUTY TO LIMITED PARTNERS. Neither the General
                  Partner nor any Affiliate shall permit a Limited Partner to
                  contract away the fiduciary duty owed to the Limited Partner
                  by the General Partner or its Affiliates under Delaware law,
                  and common law to the extent applicable.

         (m)      CONTRACTS FOR GOODS AND SERVICES. All services or goods for
                  which the General Partner or any of its Affiliates is to
                  receive compensation which are not otherwise described in
                  this Agreement or the Origination & Servicing Agreement
                  shall be embodied in a written contract which precisely
                  describes the services to be rendered and all compensation
                  to be paid. Other than contracts specifically authorized
                  under this Agreement, including without limitation the
                  Origination & Servicing Agreement, the contract may only be
                  modified by a Majority vote of the Limited Partners, and the
                  contract shall contain a clause allowing termination without
                  penalty by Majority vote of the Limited Partners on 60 days
                  notice to the Limited Partners.

9.3   LIMITATION ON LIABILITY OF GENERAL PARTNER AND ITS AFFILIATES;
INDEMNIFICATION

         (a)      Neither the General Partner nor any Affiliate of the General
                  Partner shall have any liability to the Partnership or to
                  any Partner for any loss suffered by the Partnership which
                  arises out of any action or inaction of the General Partner
                  or such Affiliate, acting on behalf of or performing
                  services for the Partnership, if the General Partner or such
                  Affiliate, in good faith, determined that such course of
                  conduct was in the best interests of the Partnership and
                  such course of conduct did not constitute negligence or
                  misconduct of the General Partner or such Affiliate. The
                  General Partner and any such Affiliate shall be indemnified
                  by the Partnership against any losses, judgments,
                  liabilities, expenses and amounts paid in settlement of any
                  claims sustained by them, or any of them, in connection with
                  actions taken or not taken on behalf of the Partnership or
                  within the scope of the General Partner's authority,
                  provided that the same were not the result of negligence or
                  misconduct on the part of the General Partner or any such
                  Affiliate and the General Partner or such Affiliate, in good
                  faith, determined that the action or inaction giving rise
                  thereto was in the best interests of the Partnership.

         (b)      Notwithstanding the above, the General Partner and its
                  Affiliates and any person acting as a broker-dealer shall
                  not be indemnified by the Partnership for any losses,
                  liabilities or expenses arising from or out of an alleged
                  violation of federal or state securities laws unless:

                  (i)       there has been a successful adjudication on the
                            merits of each count involving securities law
                            violations as to the particular indemnitee and a
                            court of competent jurisdiction shall approve
                            indemnification of the litigation costs; or

                  (ii)      such claims have been dismissed with prejudice on
                            the merits by a court of competent jurisdiction as
                            to the particular indemnitee and a court of
                            competent jurisdiction shall approve
                            indemnification of the litigation costs; or

                  (iii)     a court of competent jurisdiction approves a
                            settlement of the claims against a particular
                            indemnitee and a court of competent jurisdiction
                            shall find that indemnification of the settlement
                            and related costs should be made.

                  In any claim for indemnification for federal or state
                  securities law violations, the party seeking indemnification
                  shall apprise the court of the position of the Commission
                  and, if a position be taken by it,

                                      A-22

<PAGE>
                  the Administrator in any jurisdiction in which Units have
                  been sold with respect to the issue of indemnification for
                  securities law violations before seeking court approval for
                  the indemnification.

         (c)      Any amounts payable pursuant to the provisions of this
                  Section 9.3 shall be recoverable solely out of the assets of
                  the Partnership and not from the Limited Partners. The
                  Partnership shall not incur the cost of that portion of any
                  insurance which insures any party against any liability the
                  indemnification of which is herein prohibited; provided,
                  however, that with respect to public liability insurance
                  obtained by the Partnership in connection with any
                  Investment or operations of the Partnership, the General
                  Partner shall be permitted to add itself as an additional
                  insured thereunder so long as and to the extent that the
                  General Partner shall pay for the incremental premium costs
                  resulting from its being added as an additional insured. For
                  purposes of this Section 9.3, "public liability insurance"
                  shall include insurance which would cover damage to property
                  or personal injury to non-affiliated persons incurred during
                  the performance of services related to the Partnership and
                  its operations.

9.4   COMPENSATION OF GENERAL PARTNER AND ITS AFFILIATES

Neither the General Partner nor any of its Affiliates shall receive any
compensation except in accordance with this Section 9.4, Section
9.1(b)(xxviii), Section 9.2(m), Section 14.2, and Section 15.9.

         (a)      ALLOCATIONS AND DISTRIBUTIONS. The General Partner shall be
                  entitled to receive the allocations and distributions
                  provided in Article XI and Article XIV in respect of its
                  Partnership Interest.

         (b)      DEALER-MANAGER FEES. Dealer-Manager Fees shall be paid by
                  the Partnership to the Dealer-Manager for each Unit sold.

         (c)      SALES COMMISSIONS. Sales Commissions shall be paid by the
                  Partnership to the Dealer-Manager and each Selling Dealer
                  for the respective Units sold by each of them, provided that
                  no Sales Commissions shall be payable by the Partnership for
                  any Units sold to Affiliated Limited Partners.

         (d)      DUE DILIGENCE EXPENSES. The General Partner shall pay Due
                  Diligence Expenses from the Organization and Offering
                  Expense Allowance; provided that no Due Diligence Expenses
                  shall be payable by the General Partner for any Units sold
                  to the General Partner and its Affiliates, or any Units sold
                  through the officers and directors of the General Partner.

         (e)      ORGANIZATION AND OFFERING EXPENSE ALLOWANCE. The Partnership
                  shall pay, immediately following each Closing Date, the
                  Organization and Offering Expense Allowance to the General
                  Partner without deduction for Dealer-Manager Fees and Sales
                  Commissions payable by the Partnership. The General Partner
                  shall distribute to the Dealer-Manager from its Organization
                  and Offering Expense Allowance the amount that is necessary
                  to pay the Due Diligence Expenses as determined by the
                  General Partner and the Dealer-Manager. The General Partner
                  shall bear any Organization and Offering Expenses incurred
                  by the General Partner or any Affiliate of the General
                  Partner (including, without limitation, the Dealer-Manager)
                  in excess of the Organization and Offering Expense
                  Allowance.

         (f)      ACQUISITION FEES AND ACQUISITION EXPENSES. In connection
                  with any Investment, the Partnership shall pay to the
                  General Partner, for services rendered in connection with
                  acquiring such Investment, an Acquisition Fee equal to the
                  difference (to the extent greater than zero) between:

                  (i)       2% of the Purchase Price paid by the Partnership
                            for any Investment; and

                  (ii)      the aggregate amount of Acquisition Fees paid by or
                            on behalf of the Partnership to any other Person in
                            connection with such Investment.

                  Provided, however, that:

                  (i)       no Acquisition Fees shall be paid by or on behalf
                            of the Partnership to any finder or broker that is
                            an Affiliate of the General Partner except to the
                            extent permitted by this Section 9.4(f);

                  (ii)      Acquisition Fees shall include Acquisition
                            Expenses, except that for purposes of this Section
                            9.4 fees payable to finders or brokers which are
                            not Affiliates of the General Partner that are
                            otherwise

                                      A-23

<PAGE>

                            included within Acquisition Fees shall be treated
                            as an expense of the Partnership payable as
                            provided in Section 9.4(j) and shall not be treated
                            as Acquisition Fees or Acquisition Expenses except
                            for purposes of determining the Purchase Price of
                            the Investment; and

                  (iii)     the Partnership shall not pay any Acquisition Fees,
                            fees payable to finders or brokers which are not
                            Affiliates of the General Partner, or other Front-
                            End Fees, or part thereof, that would cause the
                            Partnership's Investment in Equipment (including
                            Equipment which at any time is subject to, or the
                            collateral for, Leases or Secured Loans) to be less
                            than the greater of:

                            (1)      80% of the Gross Offering Proceeds from
                                     the Partnership's sale of Units, reduced
                                     by .0625% for each 1% of Indebtedness
                                     encumbering any Investment acquired by the
                                     Partnership; or

                            (2)      75% of the Gross Offering Proceeds.

                  To calculate the percentage of Indebtedness encumbering
                  Investments, the aggregate amount of such Indebtedness shall
                  be divided by the aggregate Purchase Price (without
                  deduction for Front-End Fees) paid for all Investments. The
                  quotient so calculated shall be multiplied by .0625% to
                  determine the percentage to be deducted from 80%. Where the
                  Partnership purchases an Investment from the General Partner
                  or one of its Affiliates pursuant to Section 9.2(b) for a
                  Purchase Price which includes an Acquisition Fee amount,
                  such Acquisition Fee amount shall be deemed paid pursuant to
                  this Section 9.4(f) and there shall be no duplicative
                  payment thereof.

         (g)      MANAGEMENT FEES. Each month, for management services
                  rendered, the Partnership shall pay to the General Partner
                  such portion of the Management Fees as shall be attributable
                  to Gross Revenues actually received by the Partnership
                  during such month; provided that Management Fees shall be
                  paid in any month only after payment of (or addition of cash
                  to Reserves sufficient to pay) any accrued and unpaid
                  Reinvestment Period Cash Distributions for such month. To
                  the extent that the Partnership does not have sufficient
                  Distributable Cash in any month for Reinvestment Period Cash
                  Distributions for such month, the payment of such Management
                  Fees shall be deferred and paid, without interest, in the
                  next following month in which the Partnership generates
                  sufficient Distributable Cash therefor. Reserves for
                  Reinvestment Period Cash Distributions created as set forth
                  in the first sentence of this Section 9.4(g) may not be used
                  for any purpose other than making Reinvestment Period Cash
                  Distributions.

         (h)      SUBORDINATED REMARKETING FEES. For services rendered in
                  connection with the sale of any Investment, the Partnership
                  shall pay to the General Partner the applicable Subordinated
                  Remarketing Fee; provided that:

                  (i)       in no event shall any such Subordinated Remarketing
                            Fee be paid prior to Payout (provided that, for
                            purposes of this clause (i) only, the Cumulative
                            Return necessary to calculate Payout shall be
                            calculated using daily compounding); and

                  (ii)      the General Partner shall not be entitled to
                            receive that portion of any Subordinated
                            Remarketing Fee that would cause the total
                            commissions paid to all Persons in connection with
                            the sale of such Investments to exceed a fee for
                            such services which is reasonable, customary and
                            competitive in light of the size, type and location
                            of such Investment. After Payout, any and all
                            Subordinated Remarketing Fees previously earned by
                            the General Partner shall be paid, without any
                            interest thereon, by the Partnership, prior to any
                            other distributions to the Partners.

         (i)      RE-LEASING FEE. For services rendered in connection with the
                  re-lease of Equipment, the Partnership shall pay the
                  applicable Re-Leasing Fee to the General Partner; provided
                  that:

                  (i)       the General Partner shall maintain adequate staff
                            to provide re-leasing services;

                  (ii)      the fee shall be paid as each rental payment is
                            made over the term of the lease;

                  (iii)     no fee shall be paid or reimbursed where the
                            equipment is re-leased to the previous lessee or
                            its Affiliates;

                                      A-24

<PAGE>
                  (iv)      the General Partner or its Affiliates shall have
                            rendered substantial re-leasing services in
                            connection with such re-lease; and

                  (v)       the General Partner or its Affiliates have been
                            compensated in Management Fees for rendering
                            management services.

         (j)      PARTNERSHIP EXPENSES.

                  (i)       Except as otherwise provided in this Section
                            9.4(j), expenses of the Partnership, other than
                            those incurred or otherwise reimbursed in
                            accordance with subsections (b) through (i) of this
                            Section 9.4, shall be billed directly to and paid
                            by the Partnership.

                  (ii)      Subject to clause (iv), the General Partner and any
                            Affiliate of the General Partner may be reimbursed
                            for the actual cost of goods, materials and
                            services used for or by the Partnership and
                            obtained by it or them from non-Affiliates of the
                            General Partner.

                  (iii)     Subject to clause (iv), the General Partner and any
                            Affiliate of the General Partner may be reimbursed
                            for the administrative services reasonably
                            necessary, convenient or advisable, in the
                            discretion of the General Partner, to the prudent
                            operation of the Partnership (including, without
                            limitation, legal, accounting, remarketing and
                            agency expenses) provided that such reimbursement
                            shall not exceed the lesser of:

                            (A)      its or their actual cost; or

                            (B)      the amount the Partnership would be
                                     required to pay to non-Affiliates for
                                     comparable administrative services in the
                                     same geographic location;

                            provided, further, that there shall be no
                            reimbursement for such services if the General
                            Partner or any such Affiliate is entitled to
                            compensation in the form of a separate fee pursuant
                            to other provisions of this Section 9.4.

                  (iv)      Neither the General Partner nor any Affiliate of
                            the General Partner shall be reimbursed by the
                            Partnership for amounts expended by it with respect
                            to the following:

                            (A)      salaries, fringe benefits, travel expenses
                                     or other administrative items incurred by
                                     or allocated to any Controlling Person of
                                     the General Partner or of any such
                                     Affiliate; or

                            (B)      rent, depreciation, utilities, capital
                                     equipment or other administrative items.

9.5   OTHER INTERESTS OF THE GENERAL PARTNER AND ITS AFFILIATES

The General Partner shall be required to devote only such time to the affairs
of the Partnership as the General Partner shall, in its sole and absolute
discretion, determine in good faith to be necessary for the business and
operations of the Partnership. The General Partner and any Affiliate of the
General Partner may engage in, or possess an interest in, business ventures
(other than the Partnership) of every kind and description, independently or
with others, including, but not limited to, serving as sponsor or general
partner of other Programs and participating in the equipment leasing business,
whether or not such business ventures may be competitive with the business or
Investments of the Partnership; provided, however, that the General Partner
and its Affiliates may not offer for sale interests in another Program prior
to the Termination Date unless such other Program has investment objectives
that are different from the Partnership's. Neither the Partnership nor any
Limited Partner shall have any rights in and to such independent ventures or
the income or profits therefrom by reason of the General Partner's position
with the Partnership.

Neither the General Partner nor its Affiliates shall be obligated to present
any particular investment opportunity to the Partnership. The General Partner
and its Affiliates shall have the right to invest in equipment, portfolios of
equipment subject to existing equipment leases, and in leasing and re-leasing
opportunities, on its or their own behalf or on behalf of other Programs. The
General Partner and each such Affiliate shall have the right, subject only to
the provisions of the immediately succeeding paragraph, to take for its own
account (individually or otherwise), or to recommend to any Affiliated
Program, any particular investment opportunity.

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<PAGE>
Any conflicts in determining and allocating Investments between the General
Partner and Affiliated Programs on the one hand and the Partnership on the
other hand will be resolved by the Investment Committee, which will evaluate
the suitability of all prospective Investments. If the Investments available
from time to time to the Partnership and to other Affiliated Programs is less
than the aggregate amount of Investment then sought by them, the available
Investment shall be allocated by the General Partner to an Affiliated Program
(including the Partnership) after taking into consideration at least the
following factors:

         (i)      which Affiliated Program has been seeking Investments or
                  reinvesting Cash Flow from its Investments for the longest
                  period of time;

         (ii)     whether the Affiliated Program has the cash required for the
                  investment;

         (iii)    whether the amount of debt to be incurred with respect to
                  the investment is acceptable for the Affiliated Program;

         (iv)     the effect the investment would have on the Affiliated
                  Program's cash flow;

         (v)      whether the investment would further diversify, or unduly
                  concentrate, the Affiliated Program's Investments in a
                  particular lessee, class or type of equipment, location,
                  industry, etc.; and

         (vi)     whether the term of the investment is within the term of the
                  Affiliated Program.

In the event of a conflict between two or more Affiliated Programs (including
the Partnership) that are seeking to re-lease or sell similar equipment
contemporaneously (except to the extent that such re-lease or sale is to the
lessee, or an Affiliate of the lessee, from the Affiliated Program), the first
opportunity to re-lease or sell equipment shall generally be allocated to the
Affiliated Program (including the Partnership) attempting to re-lease or sell
equipment that was subject to the lease that expired first or, if two or more
leases expire simultaneously, the lease which was first to take effect;
provided, however, that the General Partner may, in its discretion, otherwise
provide opportunities to re-lease or sell equipment if such equipment is
subject to remarketing commitments. Notwithstanding anything to the contrary
provided in this Section 9.5, the General Partner may allocate an opportunity
that does not comply with the foregoing restrictions if there are other
circumstances, in the General Partner's judgment, under which the withholding
of such an opportunity would be inequitable or not economically feasible for a
particular Affiliated Program (including the Partnership).

If the financing available from time to time to two or more Affiliated
Programs (including the Partnership) is less than the aggregate amount then
sought by them, the available financing shall generally be allocated to the
investment entity that has been seeking financing the longest.

             ARTICLE X - POWERS AND LIABILITIES OF LIMITED PARTNERS

10.1  ABSENCE OF CONTROL OVER PARTNERSHIP BUSINESS

The Limited Partners hereby consent to the exercise by the General Partner of
the powers conferred on the General Partner by this Agreement. No Limited
Partner shall participate in or have any control over the Partnership's
business or have any right or authority to act for, or to bind or otherwise
obligate, the Partnership (except one who is also a General Partner, and then
only in its capacity as a General Partner). No Limited Partner shall have the
right to have the Partnership dissolved and liquidated or to have all or any
part of such Limited Partner's Capital Contribution or Capital Account
returned except as provided in this Agreement.

10.2  LIMITED LIABILITY

The liability of each Limited Partner, in his capacity as such, shall be
limited to the amount of such Limited Partner's Capital Contribution and pro
rata share of any undistributed Income, Cash Flow and other assets of the
Partnership. Except as may otherwise be required by law or by this Agreement,
after a Limited Partner pays all Subscription Monies attributable to the
purchase of his Units, such Limited Partner shall have no further obligations
to the Partnership, be subject to any additional assessment or be required to
contribute any additional capital to, or to loan any funds to, the
Partnership.

                                      A-26

<PAGE>
                   ARTICLE XI - DISTRIBUTIONS AND ALLOCATIONS

11.1  DISTRIBUTION OF DISTRIBUTABLE CASH

         (a)      Prior to the admission to the Partnership of any Limited
                  Partners, distributions of Distributable Cash shall be made
                  1% to the Original Limited Partner and 99% to the General
                  Partner.

         (b)      Upon admission of any Limited Partners other than the
                  Original Limited Partner and during the Reinvestment Period,
                  provided that Distributable Cash is sufficient for such
                  purposes, the General Partner shall apply Distributable Cash
                  in the following order of priority:

                  (i)  first, 1% to the General Partner and 99% to the
                       Limited Partners in an amount:

                       (A)   which is equal to the Limited Partners' Unpaid
                             Cumulative Return; and

                       (B)   which includes an amount of Distributable Cash
                             resulting from Sales and refinancings of the
                             Partnership's Investments sufficient for the
                             Limited Partners to pay their federal, state and
                             local income taxes, if any, resulting from those
                             Sales, assuming the Limited Partners are in a 30%
                             tax bracket; and

                  (ii) thereafter, to investment and reinvestment in
                       Investments or, if the General Partner shall elect
                       not to invest or reinvest such Distributable Cash,
                       1% to the General Partner and 99% to the Limited
                       Partners.

         (c)      During the Liquidation Period, no Distributable Cash shall
                  be reinvested in additional Investments. All Distributable
                  Cash shall be distributed 1% to the General Partner and 99%
                  to the Limited Partners.

         (d)      Distributions of Distributable Cash shall be made to the
                  Partners monthly. Subject to Section 11.1(b), the amount of
                  each such monthly distribution shall be determined by the
                  General Partner, in its sole discretion, based upon the
                  amount of the Partnership's then available Distributable
                  Cash and other funds of the Partnership and the General
                  Partner's estimate of the Partnership's total Distributable
                  Cash for such Fiscal Year.

11.2  ALLOCATIONS OF INCOME AND LOSS

         (a)      The Income and Loss of the Partnership shall be determined
                  for each Fiscal Year or Fiscal Period.

         (b)      Except as otherwise provided in this Agreement, whenever a
                  proportionate part of the Partnership's Income or Loss is
                  allocated to a Partner, every item of income, gain, loss or
                  deduction entering into the computation of such Income or
                  Loss, or arising from the transactions with respect to which
                  such Income or Loss was realized, shall be allocated to such
                  Partner in the same proportion.

         (c)      Income for any Fiscal Period during the Reinvestment Period
                  shall be allocated 1% to the General Partner and 99% to the
                  Limited Partners.

         (d)      Income for any Fiscal Period during the Liquidation Period
                  shall be allocated to the Partners as follows:

                  (i)       first, to the Partners in proportion to and to the
                            extent of the deficit balances, if any, in their
                            respective Capital Accounts; and

                  (ii)      thereafter, 1% to the General Partner and 99% to
                            the Limited Partners.

         (e)      Losses for any Fiscal Period shall be allocated to the
                  Partners as follows:

                  (i)       first, 1% to the General Partner and 99% to the
                            Limited Partners until the Limited Partners have
                            been allocated Losses equal to the excess, if any,
                            of their aggregate Capital Account balances over
                            their aggregate Adjusted Capital Contributions;

                  (ii)      next, to the Partners in proportion to and to the
                            extent of their respective remaining positive
                            Capital Account balances, if any; and

                                      A-27

<PAGE>
                  (iii)     thereafter, 1% to the General Partner and 99% to
                            the Limited Partners;

                  provided, however, that if and to the extent that an
                  allocation of Losses to any Limited Partner pursuant to this
                  Section 11.2(e) or Section 11.2(f) would result in any
                  Limited Partner having an Adjusted Capital Account Deficit,
                  such Losses shall be allocated to all other Partners in
                  accordance with this Section 11.2(e) and, when no Limited
                  Partner can be allocated any such Losses without violating
                  the limitation contained in this proviso, such remaining
                  Losses shall be allocated to the General Partner.

         (f)      SPECIAL ALLOCATIONS. The following special allocations
                  shall, except as otherwise provided, be made prior to
                  allocations in Sections 11.2(a) through (e) in the following
                  order:

                  (i)       MINIMUM GAIN CHARGE-BACK. Notwithstanding any other
                            provision of this Article XI, if there is a net
                            decrease in Partnership Minimum Gain or in any
                            Partner Nonrecourse Debt Minimum Gain during any
                            Fiscal Period, before any other allocation under
                            this Article XI each Partner shall be specially
                            allocated items of Partnership Income and gain for
                            such Fiscal Period (and, if necessary, subsequent
                            Fiscal Periods) in an amount and manner required by
                            Treas. Reg. Sections 1.704-2(f) and 1.704-2(i)(4)
                            or any successor provisions. The items to be so
                            allocated shall be determined in accordance with
                            Treas. Reg. Section 1.704-2(j)(2) or any successor
                            provision.

                  (ii)      PARTNERSHIP NONRECOURSE DEDUCTIONS. Partnership
                            Nonrecourse Deductions for any Fiscal Period shall
                            be allocated 99% to the Limited Partners and 1% to
                            the General Partner.

                  (iii)     PARTNER NONRECOURSE DEDUCTIONS. Partner Nonrecourse
                            Deductions for any Fiscal Period shall be allocated
                            to the Partner who made or guaranteed or is
                            otherwise liable with respect to the loan to which
                            such Partner Nonrecourse Deductions are
                            attributable in accordance with the principles of
                            Treas. Reg. Section 1.704-2(i) or any successor
                            provision.

                  (iv)      QUALIFIED INCOME OFFSET. If in any Fiscal Period,
                            any Partner has an Adjusted Capital Account
                            Deficit, whether resulting from an unexpected
                            adjustment, allocation or distribution described in
                            Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or
                            (6) or otherwise, such Partner shall be allocated
                            items of Partnership Income (consisting of a pro
                            rata portion of each item of Partnership Income for
                            such Fiscal Period) sufficient to eliminate such
                            Adjusted Capital Account Deficit as quickly as
                            possible, to the extent required by such Treasury
                            Regulation. It is the intention of the parties that
                            this allocation provision constitute a "qualified
                            income offset" within the meaning of Treas. Reg.
                            Section 1.704-1(b)(2)(ii)(d).

                  (v)       CURATIVE ALLOCATIONS. The special allocations
                            provided for in Section 11.2(e) and in Sections
                            11.2(f)(i) through (iv) are intended to comply with
                            Treas. Reg. Sections 1.704-1 and 1.704-2. To the
                            extent that any of those special allocations have
                            been made, subsequent allocations of Income, Loss
                            and items thereof ("curative allocations") shall be
                            made as soon as possible and in a manner so as to
                            cause, to the extent possible without violating the
                            requirements of Treas. Reg. Sections 1.704-1 and
                            1.704-2, the Partners' Capital Account balances to
                            be as nearly as possible in the same proportions in
                            which they would have been had the special
                            allocations not occurred. In making these curative
                            allocations, due regard shall be given to the
                            character of the Income and Loss and items thereof
                            that were originally allocated under the provisions
                            of Section 11.2(e) and Sections 11.2(f)(i) through
                            (iv) in order to put the Partners as nearly as
                            possible in the positions in which they would have
                            been had those special allocations not occurred.

         (g)      MISALLOCATED ITEMS. If the General Partner determines, after
                  consultation with Counsel, that the allocation of any item
                  of Income or Loss is not specified in this Article XI (an
                  "unallocated item"), or that the allocation of any item of
                  Income or Loss under this Article XI is clearly inconsistent
                  with the Partners' economic interests in the Partnership
                  determined by reference to this Agreement, the general
                  principles of Treas. Reg. Section 1.704-1(b) and the factors
                  set forth in Treas. Reg. Section 1.704-1(b)(3)(ii) (a
                  "misallocated item"), then the General Partner may allocate
                  the unallocated items, and reallocate the misallocated
                  items, to reflect the Partners' economic interests in the
                  Partnership.

         (h)      SPECIAL ALLOCATION OF STATE, LOCAL AND FOREIGN TAXES. Any
                  state, local or foreign

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<PAGE>
                  taxes imposed on the Partnership by reason of a Partner
                  being a citizen, resident or national of a state, locality
                  or foreign jurisdiction, including any item(s) of Income or
                  Loss resulting therefrom, shall be specially allocated to
                  that Partner.

         (i)      TRANSACTIONS WITH PARTNERSHIP. If the adjusted basis of any
                  property contributed by a Partner to the Partnership exceeds
                  the fair market value of the property at the time of the
                  contribution (the "built-in loss"), then, except as provided
                  otherwise by Treasury Regulations, the built-in loss shall be
                  taken into account only in determining the amount of the tax
                  items allocated to the contributing Partner. In determining
                  the amount of tax items allocated to the other Partners, the
                  basis of the contributed property shall be treated as being
                  equal to its fair market value at the time of the
                  contribution. Subject to the foregoing, if, and to the extent
                  that, any Partner is deemed to recognize any item of Income or
                  Loss as a result of any transaction between such Partner and
                  the Partnership pursuant to Code Sections 482, 483, 1272-
                  1274, 7872 or any similar provision of the Code now or
                  hereafter in effect, any corresponding Income or Loss or items
                  thereof shall be allocated to the Partner who was charged with
                  such item.

         (j)      FEES AND COMMISSIONS PAID TO GENERAL PARTNER. It is the
                  intent of the Partnership that any amount paid or deemed
                  paid to the General Partner as a fee or payment described in
                  Section 9.4 shall be treated as a "guaranteed payment" or a
                  payment to a partner not acting in his capacity as a partner
                  pursuant to Section 707(c) of the Code to the extent
                  possible. If any such fee or payment is deemed to be a
                  distribution to the General Partner and not a guaranteed
                  payment or a payment to a partner not acting in his capacity
                  as a partner, the General Partner shall be allocated an
                  amount of Partnership gross ordinary income equal to such
                  payment.

         (k)      SALES COMMISSIONS, DEALER-MANAGER FEES, ACQUISITION FEES AND
                  ORGANIZATION AND OFFERING EXPENSE ALLOWANCE. Sales
                  Commissions, Dealer-Manager Fees, Acquisition Fees and the
                  Organization and Offering Expense Allowance shall be
                  allocated 100% to the Limited Partners. Organization and
                  Offering Expenses in excess of Sales Commissions, Dealer-
                  Manager Fees and the Organization and Offering Expense
                  Allowance shall be allocated 100% to the General Partner.

         (l)      TAX-EXEMPT ENTITIES. Notwithstanding any other provision of
                  this Agreement, if it is determined that the tax-exempt use
                  property rules of Section 168(h)(6) of the Code apply to the
                  Partnership because one or more of the Partnership's Limited
                  Partners are tax-exempt entities so that a portion of the
                  Partnership's depreciable basis in its assets must be
                  depreciated on a straight line basis over longer periods of
                  time than would otherwise be available to the Partnership,
                  the resulting depreciation adjustments shall be specially
                  allocated 100% to the Limited Partners that are tax-exempt
                  entities to be shared among them in the same manner as
                  allocations of depreciation generally are shared among
                  Limited Partners under Section 11.3.

11.3  DISTRIBUTIONS AND ALLOCATIONS AMONG THE LIMITED PARTNERS

         (a)      Except to the extent otherwise provided in this Agreement,
                  all distributions of Distributable Cash and all allocations
                  of Income and Loss and items thereof for any Fiscal Year or
                  Fiscal Period shall be distributed or allocated, as the case
                  may be, among the Limited Partners in proportion to their
                  respective numbers of Units. Each distribution of
                  Distributable Cash shall be made to the Limited Partners (or
                  their respective assignees) of record as of the last day of
                  the month next preceding the date on which the distribution
                  is made.

         (b)      All distributions of Distributable Cash and all allocations
                  of Income and Loss or items thereof for any Fiscal Year in
                  which any Limited Partners are admitted to the Partnership
                  shall be allocated among the Limited Partners as follows:

                  (i)       first, the Operations and Sales of the Partnership
                            shall be deemed to have occurred ratably over such
                            Fiscal Year, irrespective of the actual results of
                            Operations or Sales of the Partnership;

                  (ii)      second, all Income and Loss for such Fiscal Year
                            shall be allocated among the Limited Partners in
                            the ratio that the number of Units held by each
                            Limited Partner multiplied by the number of days in
                            such Fiscal Year that such Units were held by such
                            Limited Partner bears to the sum of that
                            calculation for all Limited Partners; and

                  (iii)     third, all monthly distributions of cash made to
                            the Limited Partners under Section 11.1 shall be
                            distributed among the Limited Partners in the ratio
                            that the number of Units held by each Limited
                            Partner multiplied by the number of days in the
                            month preceding the month in which the distribution
                            is made that the Units were held by the Limited
                            Partner bears to the sum of that calculation for
                            all Limited Partners. If the General Partner

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<PAGE>
                            determines at any time that the sum of the monthly
                            distributions made to any Limited Partner during or
                            with respect to a Fiscal Year does not (or will
                            not) properly reflect the Limited Partner's share
                            of the total distributions made or to be
                            made by the Partnership for the Fiscal Year, the
                            General Partner shall, as soon as practicable, make
                            a supplemental distribution to the Limited Partner,
                            or withhold from a subsequent distribution that
                            otherwise would be payable to the Limited Partner,
                            such amount as shall cause the total distributions
                            to the Limited Partner for the Fiscal Year to be
                            the proper amount.

         (c)      In the event of a transfer of a Unit during a Fiscal Year in
                  accordance with Article XIII, the transferor and transferee
                  shall be allocated a ratable share of Income and Losses for
                  the Fiscal Year based on the number of days in the Fiscal
                  Year that each held the transferred Unit.

         (d)      Each distribution made to a Limited Partner under Sections
                  11.1, 11.5 or 14.3 and any interest on Subscription Monies
                  relating to the Limited Partner's Units paid to the Limited
                  Partner under Section 8.3(k), shall be applied as follows:

                  (i)       first, in reduction of the Limited Partner's Unpaid
                            Cumulative Return, to the extent thereof, as
                            determined immediately before the distribution; and

                  (ii)      thereafter, in reduction of the Limited Partner's
                            Adjusted Capital Contribution, as determined
                            immediately before the distribution.

11.4  TAX ALLOCATIONS: CODE SECTION 704(C); REVALUATIONS.

         (a)      In accordance with Code section 704(c) and the Treasury
                  Regulations thereunder, Income, Loss and items thereof, with
                  respect to any property contributed to the capital of the
                  Partnership shall, solely for tax purposes, be allocated
                  among the Partners so as to take account of any variation
                  between the adjusted basis of such property to the
                  Partnership for federal income tax purposes and its initial
                  Gross Asset Value.

         (b)      In the event the Gross Asset Value of any Partnership asset
                  is adjusted pursuant to clause (ii) of Section 1.1(ss) and
                  Section 8.5(h), subsequent allocations of Income, Loss, and
                  items thereof with respect to such asset shall take account
                  of any variation between the adjusted basis of such asset
                  for federal income tax purposes and its Gross Asset Value in
                  a manner consistent with the requirements of Proposed Treas.
                  Reg. Section 1.704-3(a)(6) or the corresponding provision of
                  any final or successor Treasury Regulations.

         (c)      Any elections or other decisions relating to the allocations
                  required by subsections (a) and (b) of this Section 11.4
                  shall be made in a manner that reasonably reflects the
                  purpose and intention of this Agreement. Allocations under
                  this subsection (c) are solely for purposes of federal,
                  state, and local taxes and shall not affect, or in any way
                  be taken into account in computing, any Partner's Capital
                  Account or share of Income or Losses under any provision of
                  this Agreement.

11.5  RETURN OF UNINVESTED CAPITAL CONTRIBUTION

If 100% of Net Offering Proceeds have not been used to make Investments,
committed to Reserves (to the extent Reserves are permitted to be treated as
Investments under Section 1.1(ccc)) or used to pay permitted Front-End Fees
within 24 months from the date of the Prospectus, the amount of such
uninvested Net Offering Proceeds shall be promptly distributed by the
Partnership to the Limited Partners, pro rata based upon their respective
number of Units, as a return of capital, without interest. Funds shall be
deemed to have been committed to investment and need not be returned to a
Limited Partner to the extent written agreements in principle, commitment
letters, letters of intent or understanding, option agreements or any similar
contracts are executed and not terminated during the applicable 24-month
period described above, if such investments are ultimately consummated within
a further period of 12 months. Funds deemed committed which are not actually
so invested within such 12 month period will be promptly distributed, without
interest, to the Limited Partners on a pro rata basis, as a return of capital,
except that investments using funds from Ohio investors must be completed
within a three-month period or such funds must be returned.

11.6  NO DISTRIBUTIONS IN KIND

Distributions in kind shall not be permitted except upon dissolution and
liquidation of the Partnership's assets and then only to a liquidating trust
established for the purpose of liquidating the assets transferred to it and
distributing the net cash proceeds of such liquidation in cash to the Partners
in accordance with the provisions of this Agreement.

                                      A-30

<PAGE>
11.7  PARTNERSHIP ENTITLED TO WITHHOLD

The Partnership shall at all times be entitled to withhold or make payments to
any governmental authority with respect to any federal, state, local or
foreign tax liability of any Partner or former Partner arising as a result of
such Partner's participation in the Partnership. Each such amount so withheld
or paid shall be deemed to be a distribution for purposes of Article XI and
Article XIV, as the case may be, to the extent such Partner is then entitled
to a distribution. To the extent that the amount of such withholdings or
payments made with respect to any Partner exceeds the amount to which such
Partner is then entitled as a distribution, the excess shall be treated as a
demand loan, bearing interest at a rate equal to 12% per annum simple interest
from the date of such payment or withholding until such excess is repaid to
the Partnership either by:

         (i)      deduction from any distributions subsequently payable to
                  such Partner under this Agreement; or

         (ii)     earlier payment of such excess and interest by such Partner
                  to the Partnership.

The excess withholdings or payments, together with interest thereon, shall, in
any case, be payable not less than 30 days after demand therefor by the
General Partner. However, the General Partner shall demand payment only if it
determines that the Partner is not likely to be entitled to distributions
within 12 months from the date of such withholding or payment by the
Partnership in an amount sufficient to pay such excess and interest. If the
payments referred to in this Section 11.7 are made on behalf of a Person who
cannot be identified, the General Partner shall treat the payments as a
distribution of Distributable Cash made 1% to the General Partner and 99% to
the Limited Partners, provided that this deemed distribution shall not reduce
the Limited Partners' Unpaid Cumulative Return or Adjusted Capital
Contribution under Section 11.3(d). Also, the withholdings and payments
referred to in this Section 11.7 shall be made at the maximum applicable
statutory rate under the applicable tax law unless the General Partner has
received an opinion of Counsel, at the Partner's expense, or other evidence,
satisfactory to the General Partner, to the effect that a lower rate is
applicable or that no withholding or tax payment is required.

                  ARTICLE XII - WITHDRAWAL OF GENERAL PARTNER

12.1  VOLUNTARY WITHDRAWAL

The General Partner may not voluntarily withdraw as a General Partner from the
Partnership unless:

         (a)      the Limited Partners have received 60 days' advance written
                  notice of the General Partner's intention to withdraw;

         (b)      the Partnership has received an opinion of Counsel to the
                  Partnership to the effect that the withdrawal will not
                  constitute a termination of the Partnership or otherwise
                  materially adversely affect the status of the Partnership
                  for federal income tax purposes; and

         (c)      a Substitute General Partner has been selected, and the
                  Substitute General Partner has:

                  (i)       consented to its admission as General Partner;

                  (ii)      received the specific written Consent of a Majority
                            Interest to its admission as General Partner; and

                  (iii)     a Net Worth sufficient, in the opinion of Counsel
                            to the Partnership, for the Partnership to continue
                            to be classified as a partnership for federal
                            income tax purposes and to satisfy the Net Worth
                            requirements for "sponsors" under applicable laws,
                            rules, regulations and policies of Administrators.

12.2  INVOLUNTARY WITHDRAWAL

The General Partner shall be deemed to have involuntarily withdrawn as a
General Partner from the Partnership upon the removal of the General Partner
pursuant to the Consent of the Majority Interest or upon the occurrence of any
other event that constitutes an event of withdrawal under the Delaware Act as
then in effect. For purposes of this Section 12.2 and Article XVI, neither the
General Partner nor any Affiliate of the General Partner may participate in
any vote by the Limited Partners to involuntarily remove the General Partner.

                                      A-31

<PAGE>
12.3  CONSEQUENCES OF WITHDRAWAL

         (a)      Upon withdrawal of the General Partner as such from the
                  Partnership:

                  (i)       the Partnership shall pay to the withdrawn General
                            Partner the fair market value of the Partnership
                            Interest then held by the General Partner,
                            calculated in the manner set forth in subsection
                            (b), below, and payable as set forth in subsection
                            (c), below; and

                  (ii)      an amount equal to the difference between any
                            Management Fees and other fees accrued but not yet
                            paid to the General Partner, plus all other amounts
                            due and owing to the General Partner by the
                            Partnership, minus any amounts due and owing by the
                            General Partner to the Partnership, which shall be
                            payable in cash within 30 days of the date of
                            withdrawal, by the debtor party to the creditor
                            party.

         (b)      For purposes of this Section 12.3, the fair market value of
                  the withdrawn General Partner's Partnership Interest shall
                  be determined, in good faith, by the withdrawn General
                  Partner and the Partnership, or, if they cannot agree, by
                  arbitration in accordance with the then current rules of the
                  American Arbitration Association. The expense of arbitration
                  shall be borne equally by the withdrawn General Partner and
                  the Partnership.

         (c)      The method of payment to the General Partner upon
                  withdrawal, whether voluntary or involuntary, must be fair
                  and must protect the solvency and liquidity of the
                  Partnership. When the withdrawal is voluntary, the method of
                  payment will be presumed to be fair if it provides for a
                  non-interest-bearing, unsecured promissory note of the
                  Partnership, with principal payable, if at all, from
                  distributions that the withdrawn General Partner otherwise
                  would have received under the Partnership Agreement had the
                  General Partner not withdrawn. When the withdrawal is
                  involuntary, unless otherwise agreed by the withdrawn
                  General Partner and the Partnership, the method of payment
                  shall be a promissory note providing for repayments of
                  principal thereunder in 60 equal monthly installments,
                  together with accrued but unpaid interest, bearing interest
                  on the outstanding principal amount thereof at the lesser
                  of:

                  (i)       the rate of interest (inclusive of any points or
                            other loan charges) which the Partnership would be
                            required to pay to an unrelated bank or commercial
                            lending institution for an unsecured, 60 month loan
                            of like amount; or

                  (ii)      the "Prime Rate" of interest published in the Money
                            Rates section of the Wall Street Journal, plus 4%.

12.4  LIABILITY OF WITHDRAWN GENERAL PARTNER

If the business of the Partnership is continued after withdrawal of the
General Partner, the General Partner, or its estate, successors or legal
representatives, shall remain liable for all obligations and liabilities
incurred by it or by the Partnership while it was acting in the capacity of
General Partner and for which it was liable as General Partner, but they shall
be free of any obligation or liability incurred on account of or arising from
the activities of the Partnership from and after the time such withdrawal
became effective.

12.5  NOTICE OF WITHDRAWAL; ADMISSION OF SUBSTITUTE GENERAL PARTNER;
DISSOLUTION IF NO SUBSTITUTE GENERAL PARTNER APPROVED

If the General Partner voluntarily withdraws from the Partnership, the General
Partner, or its estate, successors or legal representatives, shall deliver to
the Limited Partners a Notice stating the reasons for such withdrawal. Within
90 days following a voluntary or involuntary withdrawal, a Majority Interest
shall agree in writing to continue the business of the Partnership and to the
appointment, effective as of the date of the withdrawn General Partner's
withdrawal, of a Substitute General Partner. Such Substitute General Partner
shall execute a counterpart of this Agreement. If such action is not taken
within 90 days following the date of the General Partner's withdrawal, then
the Partnership shall dissolve.

                                      A-32

<PAGE>
                        ARTICLE XIII - TRANSFER OF UNITS

13.1  WITHDRAWAL OF A LIMITED PARTNER

A Limited Partner may withdraw from the Partnership only by Assigning or
Redeeming all Units owned by the Limited Partner in accordance with this
Article XIII. The withdrawal of a Limited Partner shall not dissolve or
terminate the Partnership. If a Limited Partner withdraws because of death,
legal incompetence, dissolution or other termination, the estate, legal
representative or successor of the Limited Partner shall be deemed to be the
Assignee of the Limited Partner's Units and may become a Substitute Limited
Partner on compliance with the provisions of Section 13.3.

13.2  ASSIGNMENT

         (a)      Subject to the provisions of subsections 13.2(b) and (c),
                  below and Section 13.3, any Limited Partner may Assign all
                  or any portion of his Units to an Assignee if:

                  (i)       the Limited Partner and the Assignee each execute a
                            written Assignment, which:

                            (A)      sets forth the terms of the Assignment;

                            (B)      in the case of Assignments other than by
                                     operation of law, states the intention of
                                     the Limited Partner that the Assignee
                                     shall become a Substitute Limited Partner
                                     and, in all cases, evidences the
                                     acceptance by the Assignee of all of the
                                     terms and provisions of this Agreement;
                                     and

                            (C)      includes a representation by both the
                                     Limited Partner and the Assignee that the
                                     Assignment was made in accordance with all
                                     applicable laws and regulations
                                     (including, without limitation, the
                                     minimum investment and investor
                                     suitability requirements as may then be
                                     applicable under state securities laws);
                                     and

                  (ii)      the Assignee pays to the Partnership an aggregate
                            amount, not exceeding $150, of expenses reasonably
                            incurred by the Partnership in connection with the
                            Assignment.

         (b)      Notwithstanding the foregoing, unless the General Partner
                  specifically Consents, no Units may be Assigned:

                  (i)       to a minor or incompetent (unless a guardian,
                            custodian or conservator has been appointed to
                            handle the affairs of that Person);

                  (ii)      to any Person if, in the opinion of Counsel, the
                            Assignment would result in the termination of the
                            Partnership's taxable year or its status as a
                            partnership for federal income tax purposes,
                            provided that the Partnership may permit the
                            Assignment to become effective if and when, in the
                            opinion of Counsel, the Assignment would no longer
                            result in the termination of the Partnership's
                            taxable year or its status as a partnership for
                            federal income tax purposes;

                  (iii)     to any Person if the Assignment would affect the
                            Partnership's existence or qualification as a
                            limited partnership under the Delaware Act or the
                            applicable laws of any other jurisdiction in which
                            the Partnership is then conducting business;

                  (iv)      to any Person not permitted to be an Assignee under
                            applicable law, including, without limitation,
                            applicable federal and state securities laws;

                  (v)       if the Assignment would result in the transfer of
                            less than 25 Units, or 10 Units in the case of a
                            Qualified Plan or IRA (unless the Assignment is all
                            the Units owned by the Limited Partner);

                  (vi)      if the Assignment would result in the retention by
                            the Limited Partner of a portion of his Units
                            representing less than the greater of 25 Units, or
                            10 Units in the case of a Qualified Plan or IRA, or
                            the minimum number of Units required to be
                            purchased under minimum investment standards
                            applicable to an initial purchase of Units by the
                            Limited Partner as set forth in the Prospectus;

                                      A-33

<PAGE>
                  (vii)     if, in the reasonable belief of the General
                            Partner, the Assignment might violate applicable
                            law; or

                  (viii)    if the effect of the Assignment would be to cause
                            the "equity participation" in the Partnership by
                            "benefit plan investors" (both within the meaning
                            of Department of Labor Reg. Section 2510.3-101(f))
                            and other tax-exempt investors (as determined by
                            the General Partner after consultation with Counsel
                            to the Partnership) to equal or exceed 25%.

                  Any attempt to make any Assignment of Units in violation of
                  this Section 13.2(b) shall be without force or effect.

         (c)      So long as there are adverse federal income tax consequences
                  from being treated as a "publicly traded partnership" for
                  federal income tax purposes, the General Partner shall not
                  permit any interest in a Unit to be Assigned (including
                  Redemptions of Units under Section 13.5) on a "Secondary
                  Market." For purposes of this Section 13.2(c), any
                  Assignment which fails to meet one or more of the secondary
                  market "safe-harbor" provisions of Treas. Reg. Section
                  1.7704-1 or any substitute safe-harbor provisions that
                  subsequently may be established by Treasury Regulations or
                  published notices, shall be treated as an Assignment on a
                  Secondary Market under this Section 13.2(c).

                  If the General Partner determines, in its sole and absolute
                  discretion, that an Assignment was or will be effected on a
                  Secondary Market, the Partnership and the General Partner
                  shall not recognize the Assignment and shall not admit the
                  transferee as a substitute Limited Partner, nor recognize
                  any rights of the transferee in the Partnership, such as the
                  right to receive distributions of Distributable Cash or any
                  interest in Partnership capital or profits. Each Limited
                  Partner agrees to provide to the General Partner all
                  information with regard to any Assignment by the Limited
                  Partner which the General Partner deems necessary in order
                  to determine whether the Assignment by the Limited Partner
                  occurred or will occur on a Secondary Market.

         (d)      Assignments made in accordance with this Section 13.2 shall
                  be considered effective on the last day of the month on
                  which all of the conditions of this Section 13.2 have been
                  satisfied. Distributions to the Assignee shall begin the
                  month following effectiveness of the Assignment.

13.3  SUBSTITUTION

         (a)      An Assignee of a Limited Partner shall be admitted to the
                  Partnership as a Substitute Limited Partner only if:

                  (i)       the General Partner has reasonably determined that
                            all conditions specified in Section 13.2 have been
                            satisfied and that no adverse effect to the
                            Partnership does or may result from the admission;
                            and

                  (ii)      the Assignee has executed a transfer agreement and
                            the other forms, including a power of attorney to
                            the effect required by Article XVIII, as the
                            General Partner reasonably may require to determine
                            compliance with this Article XIII.

         (b)      An Assignee of Units who does not become a Substitute
                  Limited Partner in accordance with this Section 13.3 and who
                  desires to make a further Assignment of his Units shall be
                  subject to all the provisions of Sections 13.2, 13.3 and
                  13.4 to the same extent and in the same manner as a Limited
                  Partner desiring to make an Assignment of his Units. Failure
                  or refusal of the General Partner to admit an Assignee as a
                  Substitute Limited Partner, if the Assignment otherwise
                  complies with Section 13.2, and subsection (c) thereof in
                  particular, shall not affect the right of the Assignee to
                  receive Distributable Cash and the share of Income or Losses
                  to which his predecessor in interest would have been
                  entitled in accordance with Article XI and Article XIV.

         (c)      The Partnership shall amend its records at least once each
                  calendar quarter to effect the substitution of substituted
                  Limited Partners.

                                      A-34

<PAGE>
13.4  STATUS OF AN ASSIGNING LIMITED PARTNER

If a Limited Partner Assigns all of his Units to an Assignee who becomes a
Substitute Limited Partner, the assignor Limited Partner shall cease to be a
Limited Partner in the Partnership and shall no longer have any of the rights
or privileges of a Limited Partner.

13.5  LIMITED RIGHT OF PRESENTMENT FOR REDEMPTION OF UNITS

         (a)      LIMITED RIGHT TO REDEEM UNITS. Subject to the limitations
                  set forth below, beginning with the admission of a Limited
                  Partner to the Partnership, each Limited Partner (other than
                  the General Partner or its Affiliates if they own Units) may
                  request that the Partnership Redeem, for cash, up to 100% of
                  the Limited Partner's Units. This right of presentment shall
                  be subject to the limitations set forth below.

                  (i)       The Partnership shall be under no obligation to
                            Redeem any Units of a Limited Partner and shall do
                            so only with the prior Consent of the General
                            Partner, which is in the sole and absolute
                            discretion of the General Partner. In this regard,
                            the General Partner may take into consideration the
                            time of year during which a Redemption is made, and
                            the effect making a Redemption would have on the 2%
                            limit described below.

                  (ii)      The Partnership shall not, in any calendar year,
                            Redeem Units that, in the aggregate, along with all
                            Units otherwise transferred in that calendar year,
                            would exceed 2% of the total Units outstanding as
                            of the last day of that year.

                  (iii)     No reserves shall be established by the Partnership
                            for the Redemption of Units. The availability of
                            funds for the Redemption of any Unit shall be
                            subject to the availability of sufficient Cash
                            Flow. Furthermore, Units may be Redeemed only if
                            the Redemption would not impair the capital or the
                            Operations of the Partnership and would not result
                            in the termination under the Code of the
                            Partnership's taxable year or of its federal income
                            tax status as a partnership, all as determined in
                            the sole discretion of the General Partner.

         (b)      APPLICABLE REDEMPTION PRICE. The Redemption price for a
                  Limited Partner's Units (the "Applicable Redemption Price")
                  will depend on when the Limited Partner presents his Units
                  for Redemption and shall be determined as set forth below.
                  If a Limited Partner presents his Units for Redemption:

                  (i)       during the Offering Period, the Redemption price
                            for one Unit will equal the net asset value for one
                            Unit at the time the Redemption request is
                            received, as that value is determined by the
                            General Partner in its sole discretion;

                  (ii)      during the Reinvestment Period, the Redemption
                            price for one Unit will equal 100% of the Limited
                            Partner's Adjusted Capital Contribution for one
                            Unit, plus 4% for each full twelve-month period
                            since the Limited Partner was admitted as a Limited
                            Partner, less the sum of:

                            (A)      100% of previous distributions made to the
                                     Limited Partner on account of one Unit;
                                     and

                            (B)      100% of any previous allocations to the
                                     Limited Partner of investment tax credit
                                     amounts, if any, for one Unit; or

                  (iii)     during the Liquidation Period, the Redemption price
                            for one Unit will equal the equity for one Unit as
                            set forth on the Partnership's balance sheet in its
                            most recent Form 10-Q filed before the Redemption
                            request, less 100% of any distributions made to the
                            Limited Partner on account of one Redeemed Unit
                            since the date of the balance sheet.

         (c)      PROCEDURE FOR PRESENTMENT. A Limited Partner desiring to
                  have a portion or all of his Units Redeemed shall submit a
                  written request to the General Partner on a form approved by
                  the General Partner and duly signed by all owners on the
                  books of the Partnership of the Units to be Redeemed.
                  Redemption requests shall be deemed given on the earlier of
                  the date they are:

                  (i)       personally delivered with receipt acknowledged; or

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<PAGE>
                  (ii)      mailed by certified mail, return receipt requested,
                            postage prepaid, at the General Partner's address
                            set forth in this Agreement.

                  Requests arising from death, major medical expense and
                  family emergency related to disability or a material loss of
                  family income, collectively "Hardship Redemptions," shall be
                  treated as having been received at 12:01 A.M. EST on the day
                  of receipt and all other Redemption requests shall be deemed
                  received with the start of the business day during which
                  received.

         (d)      PRIORITY OF REDEMPTION REQUESTS. If the General Partner
                  receives requests for the Partnership to redeem more Units
                  than there are funds sufficient to redeem, the General
                  Partner shall use its reasonable efforts to honor requests
                  for Redemptions of Units with the same request date first as
                  to Hardship Redemptions, second so as to provide liquidity
                  for IRAs or Qualified Plans to meet required distributions
                  and finally as to all other Redemption requests.

         (e)      NOTICE AND CLOSING OF REDEMPTION OF UNITS. Within 30 days
                  following the date on which the General Partner receives a
                  written request from any Limited Partner to Redeem the
                  Limited Partner's Units, the General Partner shall deliver a
                  written notice to the Limited Partner (the "Notice"):

                  (i)       stating the number, if any, of the Units to be
                            Redeemed; and

                  (ii)      if appropriate:

                            (A)      stating the date of the Redemption of the
                                     Units, which shall be a date within 30
                                     days following the date of the Notice;

                            (B)      stating the Applicable Redemption Price
                                     with respect to the Units to be Redeemed;
                                     and

                            (C)      advising the Limited Partner that not less
                                     than 10 days before the Redemption date
                                     stated in the Notice (the "Delivery Date")
                                     that the Limited Partner must duly execute
                                     and deliver to the Partnership all
                                     transfer instruments and other documents
                                     requested by the Partnership to evidence
                                     the Redemption of the Units. In the
                                     General Partner's discretion, these
                                     transfer instruments and documents may be
                                     prepared by the Partnership and enclosed
                                     with the Notice.

                  On or before the Redemption date stated in the Notice, the
                  Partnership shall pay the Applicable Redemption Price to the
                  Limited Partner for each Unit Redeemed if:

                  (i)       all of the Limited Partner's transfer instruments
                            and other documents requested by the Partnership
                            are duly executed and returned to the Partnership
                            no later than the Delivery Date stated in the
                            Notice; and

                  (ii)      the transfer instruments and other documents are in
                            good order and acceptable to the General Partner,
                            in its sole discretion.

         (f)      EFFECT OF REDEMPTION. Any Limited Partner who Redeems all of
                  the Units owned by the Limited Partner shall cease to be a
                  Limited Partner in the Partnership and shall no longer have
                  any of the rights or privileges of a Limited Partner in the
                  Partnership.

                    ARTICLE XIV - DISSOLUTION AND WINDING-UP

14.1  EVENTS CAUSING DISSOLUTION

The Partnership shall be dissolved on the happening of any of the following
events (each a "Dissolution Event"):

         (a)      the withdrawal of the General Partner, whether voluntarily
                  or involuntarily, unless a Substitute General Partner has
                  been admitted to the Partnership in accordance with Section
                  12.5;

         (b)      the voluntary dissolution of the Partnership either by:

                                      A-36

<PAGE>
                  (i)       the General Partner with the Consent of the
                            Majority Interest; or

                  (ii)      the Consent of a Majority Interest without action
                            by the General Partner;

         (c)      the Sale of all or substantially all of the assets of the
                  Partnership not constituting a Financing Transaction;

         (d)      the expiration of the Partnership term specified in Article
                  VII;

         (e)      the operations of the Partnership cease to constitute legal
                  activities under the Delaware Act or any other applicable
                  law; or

         (f)      any other event which causes the dissolution or winding-up
                  of the Partnership under the Delaware Act.

14.2  WINDING UP OF THE PARTNERSHIP; CAPITAL CONTRIBUTION BY THE GENERAL
PARTNER UPON DISSOLUTION

         (a)      Dissolution of the Partnership shall be effective on the day
                  on which the event occurs giving rise to the dissolution,
                  but the Partnership shall not terminate until a certificate
                  of termination has been filed in accordance with the
                  Delaware Act and the assets of the Partnership have been
                  distributed as provided in Section 14.3. Notwithstanding the
                  dissolution of the Partnership, before it is terminated, as
                  provided above, its business and the affairs of the
                  Partners, as such, shall continue to be governed by this
                  Agreement.

         (b)      On dissolution of the Partnership, the General Partner shall
                  liquidate the assets of the Partnership and apply and
                  distribute the proceeds as set forth in Section 14.3.
                  Notwithstanding anything to the contrary contained in this
                  Article XIV, if the General Partner determines that an
                  immediate sale of part or all of the Partnership assets
                  would cause undue loss to the Partners, the General Partner,
                  in order to avoid such loss, may, after having notified all
                  of the Limited Partners, to the extent not then prohibited
                  by law, defer liquidation of, and withhold from distribution
                  for a reasonable time, any assets of the Partnership except
                  those necessary to satisfy the Partnership's debts and
                  obligations.

         (c)      In connection with the dissolution of the Partnership:

                  (i)       all Income or Losses or items thereof, and all
                            amounts required to be specially allocated for the
                            period before final termination, shall be credited
                            or charged, as the case may be, to the Partners in
                            accordance with Article XI;

                  (ii)      if after all requirements of clause (i) of this
                            Section 14.2(c) have been accomplished, the General
                            Partner has a deficit balance in its Capital
                            Account, the General Partner shall contribute
                            within 30 days to the Partnership as a Capital
                            Contribution an amount equal to the lesser of:

                            (A)      the amount of the deficit balance; or

                            (B)      the excess of 1.01% of the total Capital
                                     Contributions of the Limited Partners over
                                     the capital previously contributed by the
                                     General Partner.

                            For this purpose, any payments made by the General
                            Partner as co-signatory or guarantor of any of the
                            Indebtedness of the Partnership and not yet
                            reimbursed to the General Partner at the time of
                            dissolution of the Partnership and any amounts due
                            and unpaid to the General Partner with respect to
                            any Partnership Loans at the time of dissolution
                            shall be deemed to be Capital Contributions by the
                            General Partner to the Partnership and any
                            obligation of the Partnership to reimburse or repay
                            those amounts shall cease;

                  (iii)     the proceeds from Sales and all other assets of the
                            Partnership shall be applied and distributed in
                            liquidation as provided in Section 14.3; and

                  (iv)      the General Partner (or any other Person effecting
                            the winding up) shall file all certificates and
                            other documents as may be required by the Delaware
                            Act, the Code and any other applicable laws to
                            terminate the Partnership.

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         (d)      Whether the winding-up of the Partnership is effected by the
                  General Partner or any other Person (whether selected by the
                  Majority Interest or as required by law), either the General
                  Partner or the other Person, as the case may be, shall be
                  compensated for its services in connection therewith in an
                  amount not in excess of the amount customarily paid to non-
                  affiliated third-parties rendering similar services in
                  respect of similar entities in the same geographic location.

14.3  APPLICATION OF LIQUIDATION PROCEEDS UPON DISSOLUTION

Following the occurrence of any Dissolution Event, the proceeds of liquidation
Sales and the other assets of the Partnership shall be applied as follows and
in the following order of priority:

         (a)      first, to the payment of creditors of the Partnership in
                  order of priority as provided by law, except obligations to
                  Partners or their Affiliates;

         (b)      next, to the setting up of any Reserve that the General
                  Partner (or any other Person effecting the winding-up)
                  determines is reasonably necessary for any contingent or
                  unforeseen liability or obligation of the Partnership or the
                  Partners; the Reserve may, in the sole and absolute
                  discretion of the General Partner (or the other Person
                  effecting the winding up) be paid over to an escrow agent
                  selected by it to be held in escrow for the purpose of
                  disbursing the Reserve in payment of any of the
                  aforementioned contingencies, and at the expiration of such
                  period as the General Partner (or the other Person effecting
                  the winding up) deems advisable, to distribute the remaining
                  balance as provided in subsections (c) through (f), below;

         (c)      next, to the payment of all obligations to the Partners in
                  proportion to and to the extent of advances made by each
                  Partner under the provisions of this Agreement;

         (d)      next, to the payment of all reimbursements to which the
                  General Partner or any Affiliate of the General Partner may
                  be entitled under this Agreement;

         (e)      next, to the Partners in proportion to and to the extent of
                  the positive balances of their Capital Accounts; and

         (f)      thereafter, 1% to the General Partner and 99% to the Limited
                  Partners.

14.4  NO RECOURSE AGAINST OTHER PARTNERS

Each Limited Partner shall look solely to the assets of the Partnership for
the return of, and any return on, the Limited Partner's Capital Contribution
(whether before or after a Dissolution Event). If, after the complete payment
and discharge of all debts, liabilities and other obligations of the
Partnership, the assets of the Partnership are insufficient to provide the
return of, or a return on, the Capital Contribution of any Limited Partner,
the Limited Partner shall have no recourse against any other Limited Partner
or the General Partner, except to the extent that the General Partner is
obligated to make an additional Capital Contribution to the Partnership under
Section 14.2.

                          ARTICLE XV - FISCAL MATTERS

15.1  TITLE TO PROPERTY AND BANK ACCOUNTS

Unless trustees, nominees or other agents are used as permitted by this
Agreement, all Investments and other assets of the Partnership shall be held
in the name of the Partnership. The funds of the Partnership shall be
deposited in the name of the Partnership in any bank account or accounts as
are designated by the General Partner, and withdrawals therefrom shall be made
on the signature of the General Partner or any Person or Persons as are
designated in writing by the General Partner. The funds of the Partnership
shall not be commingled with the funds of any other Person.

15.2  MAINTENANCE OF AND ACCESS TO BASIC PARTNERSHIP DOCUMENTS

         (a)      The General Partner shall maintain at the Partnership's
                  principal office, the following documents:

                  (i)       the Participant List;

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<PAGE>
                  (ii)      a copy of the certificate of limited partnership
                            and all amendments thereto, together with executed
                            copies of any powers of attorney under which the
                            certificate or any such amendment has been
                            executed;

                  (iii)     copies of this Agreement and any amendments hereto;

                  (iv)      copies of the audited financial statements of the
                            Partnership for the three most recently completed
                            Fiscal Years, including, in each case, the balance
                            sheet and related statements of operations, cash
                            flows and changes in Partners' equity at or for
                            such Fiscal Year, together with the report of the
                            Partnership's independent auditors with respect
                            thereto;

                  (v)       copies of the Partnership's federal, state and
                            local income tax returns and reports, if any, for
                            its three most recently completed Fiscal Years;

                  (vi)      records as required by applicable tax authorities
                            including those specifically required to be
                            maintained by "tax shelters," if so required of the
                            Partnership; and

                  (vii)     investor suitability records for Units sold for a
                            period of six years.

         (b)      Each Limited Partner and his designated representative shall
                  be given access to the records specified in Section
                  15.2(a)(i)-(vi) and any other records of the Partnership
                  which relate to the business affairs and financial condition
                  of the Partnership, and may inspect the same and make copies
                  of the same (subject, in the case of copying the Participant
                  List, to compliance with subsection (c), below), subject to
                  a reasonable copying charge, during normal business hours
                  upon reasonable advance written notice to the General
                  Partner, which notice shall specify the date and time of the
                  intended visit and identify with reasonable specificity the
                  documents which such Limited Partner or his representative
                  will wish to examine or copy or both.

         (c)      In addition, the General Partner shall mail a copy of the
                  Participant List to, or as directed by, any Limited Partner
                  within 10 days of receipt by the Partnership of a written
                  request therefor together with a check in payment of the
                  copying charge permitted pursuant to subsection (b);
                  provided that, in connection with any request for a copy of
                  the Participant List, such Limited Partner shall certify as
                  provided in the penultimate sentence of subsection (d),
                  below.

         (d)      If the General Partner refuses or neglects to:

                  (i)       permit a Limited Partner or his representative to
                            examine the Participant List at the office of the
                            Partnership during normal business hours and with
                            reasonable notice to the General Partner; or

                  (ii)      mail a copy of the Participant List as required by
                            subsection (c);

                  the General Partner shall be liable to such Limited Partner
                  who requested the Participation List for the costs,
                  including reasonable attorneys' fees, incurred by such
                  Limited Partner to compel production of the Participant
                  List, and for the actual damages (if any) suffered by such
                  Limited Partner by reason of such refusal or neglect. It
                  shall be a defense that the requesting Limited Partner has
                  failed or refused to provide the General Partner with the
                  certification called for in the next sentence or that the
                  actual purpose and reason for a request for inspection or a
                  copy of the Participant List is to secure the Participant
                  List or other information for the purpose of the sale,
                  reproduction or other use thereof for a commercial purpose
                  other than in the interest of the Limited Partner relative
                  to the affairs of the Partnership. In connection with any
                  such request, the General Partner will require the Limited
                  Partner requesting the Participant List to certify that the
                  Participant List is not being requested for the purpose of
                  the sale, reproduction or other use thereof for a commercial
                  purpose unrelated to such Limited Partner's interest in the
                  Partnership or for any unlawful purpose. The remedies
                  provided under this Section 15.2(d) to Limited Partners
                  requesting copies of the Participant List are in addition
                  to, and shall not in any way limit, other remedies available
                  to Limited Partners under federal law or the laws of any
                  state.

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<PAGE>
15.3  FINANCIAL BOOKS AND ACCOUNTING

The General Partner shall keep, or cause to be kept, complete and accurate
financial books and records with respect to the business and affairs of the
Partnership. Except to the extent otherwise required by the accounting methods
adopted by the Partnership for federal income tax purposes, such books and
records shall be kept on an accrual basis and all financial statements of the
Partnership shall be prepared for each Fiscal Year in accordance with
generally accepted accounting principles as applied within the United States
of America.

15.4  FISCAL YEAR

Except as may otherwise be determined from time to time by the General Partner
(in a manner which is consistent with the Code and the Treasury Regulations
thereunder or as consented to by the IRS), the Fiscal Year of the Partnership
for both federal income tax and financial reporting purposes shall end on
December 31 of each year.

15.5  REPORTS

         (a)      QUARTERLY REPORTS. Within 60 days after the end of each of
                  the first three Fiscal Quarters of each Fiscal Year, the
                  General Partner shall send to each Person who was a Limited
                  Partner at any time during such Fiscal Quarter the following
                  written materials:

                  (i)       a report containing the same financial information
                            as is contained in the Partnership's quarterly
                            report on Form 10-Q filed with the Commission under
                            the Securities Exchange Act of 1934, as amended;

                  (ii)      a detailed statement identifying any services
                            rendered or to be rendered to the Partnership by
                            the General Partner or any of its Affiliates and
                            the compensation received therefor and summarizing
                            the terms and conditions of any contract which was
                            not filed as an exhibit to the Registration
                            Statement; provided that the requirement for such
                            statement shall not be circumvented by lump-sum
                            payments to non-Affiliates who then disburse the
                            funds to, or for the benefit of, the General
                            Partner or its Affiliates; and

                  (iii)     until all Capital Contributions have been invested
                            or committed to investment in Investments and
                            Reserves, used to pay permitted Front-End Fees or
                            returned to the Limited Partners (as provided in
                            Section 11.5), a special report concerning all
                            Investments made during such Fiscal Quarter which
                            shall include:

                            (A)      a description of the types of Investments
                                     made;

                            (B)      the total Purchase Price paid for each
                                     category of Investment;

                            (C)      the amounts of cash used to acquire such
                                     Investments;

                            (D)      the Acquisition Fees and Acquisition
                                     Expenses paid, identified by party, in
                                     connection therewith; and

                            (E)      the amount of Capital Contributions, if
                                     any, which remain unexpended and
                                     uncommitted to pending Investments as of
                                     the end of such Fiscal Quarter.

         (b)      ANNUAL REPORTS. Within 120 days after the end of each Fiscal
                  Year, the General Partner shall send to each Person who was
                  a Limited Partner at any time during such Fiscal Year the
                  following written materials:

                  (i)       financial statements for the Partnership for such
                            Fiscal Year, including a balance sheet as of the
                            end of such Fiscal Year and related statements of
                            operations, cash flows and changes in Partners'
                            equity, which shall be prepared in accordance with
                            Section 15.3 and shall be accompanied by an
                            auditor's report containing an opinion of the
                            Accountants;

                  (ii)      an analysis prepared by the General Partner (which
                            need not be audited, but shall be reviewed by the
                            Accountants) of distributions made to the General
                            Partner and the Limited Partners during such Fiscal
                            Year, separately identifying the portion (if any)
                            of such distributions from:

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<PAGE>
                            (A)      Cash Flow during such period;

                            (B)      Cash Flow from prior periods which had
                                     been held as Reserves;

                            (C)      Cash Flow from Sales; and

                            (D)      Capital Contributions originally used to
                                     establish a Reserve;

                  (iii)     a status report with respect to each Investment
                            which individually represents at least 10% of the
                            aggregate Purchase Price of the Partnership's
                            Investments held at the end of such Fiscal Year,
                            which report shall state:

                            (A)      the condition of the Equipment and each
                                     material item thereof and of any
                                     collateral securing any Investment to
                                     which such report applies;

                            (B)      how such Equipment or collateral was being
                                     used as of the end of such Fiscal Year
                                     (i.e., leased, operated directly by the
                                     Partnership or held for lease, repair or
                                     Sale);

                            (C)      the projected or intended use of such
                                     Equipment or collateral during the next
                                     following Fiscal Year;

                            (D)      the remaining term of the Investment; and

                            (E)      such other information as may be relevant
                                     to the value or use of such Equipment or
                                     collateral as the General Partner, in good
                                     faith, deems appropriate;

                  (iv)      a breakdown of all fees and other compensation
                            paid, and all costs and expenses reimbursed, to the
                            General Partner or its Affiliates by the
                            Partnership during such Fiscal Year identified (and
                            properly allocated) as to type and amount:

                            (A)      in the case of any fees and other
                                     compensation, such breakdown shall provide
                                     the information required under Section
                                     15.5(a)(ii); and

                            (B)      in the case of reimbursed costs and
                                     expenses, the General Partner shall also
                                     prepare an allocation of the total amount
                                     of all such items in accordance with this
                                     Agreement. Such cost and expense
                                     allocation shall be reviewed by the
                                     Accountants in connection with their audit
                                     of the financial statements of the
                                     Partnership for such Fiscal Year in
                                     accordance with the American Institute of
                                     Certified Public Accountants United States
                                     Auditing standards relating to special
                                     reports and such Accountants shall state
                                     that, in connection with the performance
                                     of such audit, such Accountants reviewed,
                                     at a minimum, the time records of, and the
                                     nature of the work performed by,
                                     individual employees of the General
                                     Partner or its Affiliates, the cost of
                                     whose services were reimbursed. The
                                     additional costs of the special review
                                     required by this clause will be itemized
                                     by the Accountants on a Program by Program
                                     basis and shall be reimbursed to the
                                     General Partner by the Partnership only to
                                     the extent that such reimbursement, when
                                     added to the cost for administrative
                                     services rendered, does not exceed the
                                     amount the Partnership would be required
                                     to pay independent parties for comparable
                                     administrative services in the same
                                     geographic location; and

                  (v)       a special report containing the information
                            required by Section 15.5(a)(iii).

         (c)      REPORTS TO STATE SECURITIES LAW ADMINISTRATORS. The General
                  Partner shall submit to all state securities law
                  Administrators, including Arizona, California and Ohio, any
                  information which such Administrator requires, including,
                  but not limited to, reports and statements required by this
                  Agreement to be distributed to Limited Partners, or reports
                  required to be filed with the Administrator by state
                  securities laws, regulations or policies.

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<PAGE>
15.6  TAX RETURNS AND TAX INFORMATION

The General Partner shall:

         (a)      prepare or cause the Accountants to prepare, in accordance
                  with applicable laws and regulations, the tax returns
                  (federal, state, local and foreign, if any) of the
                  Partnership for each Fiscal Year within 75 days after the
                  end of such Fiscal Year; and

         (b)      deliver to each Partner by March 15 following each Fiscal
                  Year a Schedule K-1 or other statement setting forth such
                  Partner's share of the Partnership's Income or Loss for such
                  Fiscal Year.

15.7  ACCOUNTING DECISIONS

All decisions as to accounting matters, except as specifically provided to the
contrary in this Agreement, shall be made by the General Partner in accordance
with the accounting methods adopted by the Partnership for federal income tax
purposes or otherwise in accordance with generally accepted accounting
principles. Such decisions must be acceptable to the Accountants, and the
General Partner may rely upon the advice of the Accountants as to whether such
decisions are in accordance with the methods adopted by the Partnership for
federal income tax purposes or generally accepted accounting principles.

15.8  FEDERAL TAX ELECTIONS

The Partnership, in the sole and absolute discretion of the General Partner,
may make elections for federal tax purposes as follows:

         (a)      In case of a transfer of all or part of a General Partner's
                  Partnership Interest or a Limited Partner's Units, the
                  Partnership may timely elect under Section 754 of the Code
                  (or corresponding provisions of future law), and under
                  similar provisions of applicable state or local income tax
                  laws, to adjust the basis of the assets of the Partnership.
                  In that event, any basis adjustment attributable to the
                  election shall be allocated solely to the transferee.

         (b)      All other elections, including but not limited to the
                  adoption of accelerated depreciation and cost recovery
                  methods, required or permitted to be made by the Partnership
                  under the Code shall be made by the General Partner in such
                  manner as will, in the opinion of the General Partner
                  (as advised by Counsel or the Accountants as the General
                  Partner deems necessary), be most advantageous to the
                  Limited Partners as a group. The Partnership shall, to the
                  extent permitted by applicable law and regulations, elect to
                  treat as an expense for federal income tax purposes all
                  amounts incurred by it for state and local taxes, interest
                  and other charges which may, in accordance with applicable
                  law and regulations, be considered as expenses.

15.9  TAX MATTERS PARTNER

         (a)      The General Partner is hereby designated the Partnership's
                  "Tax Matters Partner" under Section 6231(a)(7) of the Code,
                  and may hereafter designate its successor as Tax Matters
                  Partner, to manage administrative and judicial tax
                  proceedings conducted at the Partnership level by the IRS
                  with respect to Partnership matters. Any Partner, other than
                  the Tax Matters Partner, shall have the right to participate
                  in such administrative or judicial proceedings relating to
                  the determination of Partnership items at the Partnership
                  level to the extent provided by Section 6224 of the Code and
                  at the Partner's own expense. The Limited Partners shall not
                  act independently with respect to tax audits or tax
                  litigation affecting the Partnership, and actions taken by
                  the General Partner as Tax Matters Partner in connection
                  with tax audits shall be binding in all respects upon the
                  Limited Partners, except as provided below.

         (b)      The Tax Matters Partner shall have the following duties:

                  (i)       to the extent and in the manner required by
                            applicable law and regulations, the Tax Matters
                            Partner shall furnish the name, address, number of
                            Units and taxpayer identification number of each
                            Limited Partner to the Secretary of the Treasury or
                            his delegate (the "Secretary"); and

                  (ii)      to the extent and in the manner required by
                            applicable law and regulations, the Tax Matters
                            Partner shall keep each Limited Partner informed of
                            administrative and judicial proceedings for

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<PAGE>
                            the adjustment at the Partnership level of any item
                            required to be taken into account by a Limited
                            Partner for income tax purposes (such judicial
                            proceedings referred to hereinafter as "judicial
                            review").

         (c)      Subject to Section 9.3, the Partnership shall indemnify and
                  reimburse the Tax Matters Partner for all expenses,
                  including legal and accounting fees, claims, liabilities,
                  losses and damages incurred in connection with any
                  administrative or judicial proceeding with respect to the
                  tax liability of the Partners. The payment of all such
                  expenses shall be made before any distributions are made
                  from Distributable Cash. Neither the General Partner nor any
                  Affiliate nor any other Person except the Partnership shall
                  have any obligation to provide funds for such purpose. The
                  taking of any action and the incurring of any expense by the
                  Tax Matters Partner in connection with any such proceeding,
                  except to the extent required by law, shall be in the sole
                  and absolute discretion of the Tax Matters Partner. The
                  provisions on limitations of liability of the General
                  Partner and indemnification set forth in Section 9.3 shall
                  be fully applicable to the General Partner acting in its
                  capacity as Tax Matters Partner.

         (d)      The Tax Matters Partner is hereby authorized, but not
                  required:

                  (i)       to enter in to any settlement with the IRS with
                            respect to any tax audit or judicial review, in
                            which agreement the Tax Matters Partner may
                            expressly state that such agreement shall bind the
                            other Partners, except that such settlement
                            agreement shall not bind any Partner who (within
                            the time prescribed pursuant to Section 6224(c)(3)
                            of the Code and regulations thereunder) files a
                            statement with the IRS providing that the Tax
                            Matters Partner shall not have the authority to
                            enter into a settlement agreement on the behalf of
                            such Partner;

                  (ii)      if a notice of a final administrative adjustment at
                            the partnership level of any item required to be
                            taken into account by a Partner for tax purposes (a
                            "final adjustment") is mailed to the Tax Matters
                            Partner, to seek judicial review of such final
                            adjustment, including the filing of a petition for
                            readjustment with the Tax Court, the District Court
                            of the United States for the district in which the
                            Partnership's principal place of business is
                            located, the United States Court of Claims or any
                            other appropriate forum;

                  (iii)     to intervene in any action brought by any other
                            Partner for judicial review of a final adjustment;

                  (iv)      to file a request for an administrative adjustment
                            with the IRS at any time and, if any part of such
                            request is not allowed by the IRS, to file a
                            petition for judicial review with respect to such
                            request;

                  (v)       to enter into an agreement with the IRS to extend
                            the period for assessing any tax which is
                            attributable to any item required to be taken in to
                            account by a Partner for tax purposes, or an item
                            affected by such item; and

                  (vi)      to take any other action on behalf of the Partners
                            or the Partnership in connection with any
                            administrative or judicial tax proceeding to the
                            extent permitted by applicable law or regulations.

        ARTICLE XVI - MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS

16.1  MEETINGS OF THE LIMITED PARTNERS

         (a)      A meeting of the Limited Partners for any purpose(s) may be
                  called by the General Partner. A meeting of the Limited
                  Partners shall be called by the General Partner following
                  its receipt of written request(s), either in person or by
                  registered mail, for a meeting on any matter on which the
                  Limited Partners may vote as set forth in this Article XVI
                  from Limited Partners holding 10% or more of the then
                  outstanding Units. Every such request for a meeting shall
                  state with reasonable specificity the purpose(s) for which
                  such meeting is to be held and the text of any matter,
                  resolution or action proposed to be voted upon by the
                  Limited Partners at such meeting. Within 10 days following
                  the receipt of such a request, the General Partner shall
                  give Notice to all Limited Partners of such meeting in the
                  manner and for a time and place as specified in Section
                  16.1(b). In addition, the General Partner may, and if so
                  requested by the Limited Partners in the manner described
                  above, shall, submit the proposed matter, resolution or
                  action for action by Consent of the Limited Partners, in
                  lieu of a meeting.

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<PAGE>
         (b)      A Notice of any such meeting or action by written Consent
                  shall be given to all Limited Partners either:

                  (i)       personally or by certified mail (if such meeting is
                            being called, or Consent action is being solicited,
                            by the General Partner upon the request of the
                            Limited Partners); or

                  (ii)      by regular mail (if such meeting is being called,
                            or Consent action is being solicited, by the
                            General Partner).

                  A meeting called pursuant to such Notice shall be held, or
                  Consent action taken, not less than 15 days nor more than 60
                  days after the date such Notice is distributed, subject to
                  extension to the extent necessary to comply with applicable
                  requirements of the Commission and Administrators. Such
                  Notice shall be delivered or mailed to each Limited Partner
                  at his record address, or at such other address as he may
                  have furnished in writing to the General Partner as his
                  address for receipt of Notices and, with respect to
                  meetings, shall state the place, date and time of such
                  meeting (which shall be the place, date and time specified
                  in the request for such meeting or, if none, such other
                  place, date and time as the General Partner shall determine
                  to be reasonable and convenient to the Limited Partners)
                  and, with respect both to meetings or solicitations of
                  Consent actions, shall state the purpose(s) for which such
                  meeting is to be held or Consent action requested.

                  If any meeting of the Limited Partners is properly adjourned
                  to another time or place, and if any announcement of the
                  adjournment of time or place is made at the meeting, it
                  shall not be necessary to give notice of the adjourned
                  meeting. The presence in person or by proxy of a Majority
                  Interest shall constitute a quorum at all meetings of the
                  Limited Partners; provided, however, that, if there be no
                  such quorum, holders of a majority of the Units so present
                  or so represented may adjourn the meeting from time to time
                  without further notice, until a quorum shall have been
                  obtained. No 7Notice of any meeting of Limited Partners need
                  be given to any Limited Partner who attends in person or is
                  represented by proxy (except when a Limited Partner attends
                  a meeting for the express purpose of objecting at the
                  beginning of the meeting to the transaction of any business
                  on the ground that the meeting is not lawfully called or
                  convened) or to any Limited Partner otherwise entitled to
                  such Notice who has executed and filed with the records of
                  the meeting, either before or after the time thereof, a
                  written waiver of such Notice.

         (c)      For the purpose of determining the Limited Partners entitled
                  to vote on any matter submitted to the Limited Partners at
                  any meeting of such Limited Partners, or to take action by
                  Consent in lieu thereof, or any adjournment thereof, the
                  General Partner or the Limited Partners requesting such
                  meeting may fix, in advance, a date as the record date,
                  which shall be a date not more than 60 days nor less than 10
                  days prior to any such meeting (or Consent action), for the
                  purpose of any such determination.

         (d)      Any Limited Partner may authorize any Person or Persons to
                  act for such Limited Partner by proxy in respect of all
                  matters as to which such Limited Partner is entitled to
                  participate, including matters proposed for actions by
                  Consent. Every proxy must be signed by a Limited Partner or
                  his attorney-in- fact. No proxy shall be valid after the
                  expiration of eleven months from the date thereof unless
                  otherwise provided in the proxy. Every proxy shall be
                  revocable at the pleasure of the Limited Partner executing
                  it.

         (e)      At each meeting of the Limited Partners, the Limited
                  Partners present or represented by proxy may adopt such
                  rules for the conduct of such meeting as they shall deem
                  appropriate, provided that such rules shall not be
                  inconsistent with the provisions of this Agreement.

16.2  VOTING RIGHTS OF THE LIMITED PARTNERS

Subject to Section 16.3, the Limited Partners, acting by Consent of the
Majority Interest or by vote of the Majority Interest at a meeting duly called
for such purpose, may take the following actions without the concurrence of
the General Partner:

         (a)      amend this Agreement;

         (b)      dissolve the Partnership;

         (c)      remove the General Partner and elect one or more Substitute
                  General Partners;

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<PAGE>
         (d)      approve or disapprove of the Sale or series of Sales of all,
                  or substantially all, of the assets of the Partnership,
                  except for any Sale or series of Sales that is in connection
                  with a Financing Transaction or in the ordinary course of
                  liquidating the Partnership's Investments during the
                  Liquidation Period; and

         (e)      modify or terminate on 60 days notice any contract or
                  arrangement with the General Partner or any of its
                  Affiliates to provide goods or services for the Partnership,
                  other than contracts specifically authorized under this
                  Agreement, including without limitation the Origination &
                  Servicing Agreement, as provided for in Section 9.2(m).

The General Partner and its Affiliates may not vote or Consent on matters
submitted to the Limited Partners regarding the removal of the General Partner
or regarding any transaction between the Partnership and the General Partner
or any of its Affiliates. In determining the requisite percentage of Units
necessary to approve a matter on which the General Partner or its Affiliates
may not vote or Consent, any Units owned by the General Partner or its
Affiliates shall not be included in either the numerator or the denominator.

16.3  LIMITATIONS ON ACTION BY THE LIMITED PARTNERS

This Agreement may not be amended by the Limited Partners so as to:

         (a)      allow the Limited Partners to take part in the control or
                  management of the Partnership's business or otherwise
                  subject a Limited Partner to liability as a general partner
                  under the Delaware Act or under the laws of any other
                  jurisdiction in which the Partnership may be qualified or
                  own an Investment;

         (b)      alter the rights, powers, duties or obligations of the
                  General Partner without the Consent of the General Partner;

         (c)      contract away the fiduciary duty owed to any Limited Partner
                  by the General Partner;

         (d)      except in connection with the offer and sale of the Units as
                  provided in this Agreement, alter the interest of any
                  Partner in any item of Income or Loss or in distributions
                  without the consent of each affected Partner; or

         (e)      without the consent of all of the Limited Partners, amend
                  the provisions of this Agreement relating to how this
                  Agreement may be amended.

                           ARTICLE XVII - AMENDMENTS

17.1  AMENDMENTS BY THE GENERAL PARTNER

In addition to any amendments by the Limited Partners under Section 16.2, as
limited by Section 16.3, this Agreement may be amended, at any time and from
time to time, by the General Partner without the Consent of a Majority
Interest:

         (a)      to add to the representations, duties or obligations of the
                  General Partner or to surrender any right or power granted
                  to the General Partner in this Agreement;

         (b)      to cure any ambiguity in this Agreement, to correct or
                  supplement any provision in this Agreement that may be
                  inconsistent with any other provision in this Agreement, or
                  to add any provision to this Agreement with respect to
                  matters or questions arising under this Agreement that is
                  not inconsistent with the other provisions of this
                  Agreement;

         (c)      to preserve the status of the Partnership as a partnership
                  for federal income tax purposes, or as a limited partnership
                  under the Delaware Act or any comparable law of any other
                  state in which the Partnership may be required to be
                  qualified;

         (d)      to delete any provision of this Agreement, or add any
                  provision to this Agreement, required to be so deleted or
                  added by the staff of the Commission, by any other federal
                  or state regulatory body or other agency (including, without
                  limitation, any "blue sky" commission), or by any
                  Administrator or similar such official;

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<PAGE>
         (e)      to permit the Units to fall within any exemption from the
                  definition of "plan assets" contained in Section 2510.3-101
                  of Title 29 of the Code of Federal Regulations;

         (f)      if the Partnership is advised by Counsel, the Partnership's
                  Accountants or the IRS that any allocations of Income or
                  Loss provided for in this Agreement are unlikely to be
                  respected for federal income tax purposes, to amend the
                  allocation provisions of this Agreement, in accordance with
                  that advice to the minimum extent necessary to comply with
                  federal income tax requirements and still effect, as nearly
                  as practicable, the original plan of allocations and
                  distributions set forth in this Agreement; and

         (g)      to change the name of the Partnership or the location of its
                  principal office.

                       ARTICLE XVIII - POWER OF ATTORNEY

18.1  APPOINTMENT OF ATTORNEY-IN-FACT

By subscribing for Units and being admitted as a Limited Partner under this
Agreement, each Limited Partner makes, constitutes and appoints the General
Partner, each authorized officer of the General Partner and each Person who
thereafter becomes a Substitute General Partner during the term of the
Partnership, with full power of substitution, the true and lawful attorney-in-
fact of, and in the name, place and stead of, such Limited Partner, with the
power from time to time to make, execute, sign, acknowledge, swear to, verify,
deliver, record, file and publish:

         (a)      this Agreement, the Partnership's certificate of limited
                  partnership and any amendment of any thereof, including,
                  without limitation, amendments reflecting the addition of
                  any Person as a Partner or any admission or substitution of
                  other Partners (or the Capital Contribution made by any such
                  Person or by any Partner) and any other document,
                  certificate or instrument required to be executed and
                  delivered, at any time, in order to reflect the admission of
                  any Partner (including, without limitation, any Substitute
                  General Partner and any Substitute Limited Partner);

         (b)      any other document, certificate or instrument required to
                  reflect any action of the Partners duly taken in the manner
                  provided for in this Agreement, whether or not such Limited
                  Partner voted in favor of or otherwise consented to such
                  action;

         (c)      any other document, certificate or instrument that may be
                  required by any regulatory body or other agency or the
                  applicable laws of the United States, any state or any other
                  jurisdiction in which the Partnership is doing or intends to
                  do business or that the General Partner deems advisable;

         (d)      any certificate of dissolution or cancellation of the
                  certificate of limited partnership that may be reasonably
                  necessary to effect the termination of the Partnership; and

         (e)      any instrument or papers required to continue or terminate
                  the business of the Partnership under Section 12.5 and
                  Article XIV; provided that no such attorney-in-fact shall
                  take any action as attorney-in-fact for any Limited Partner
                  if such action could in any way increase the liability of
                  such Limited Partner beyond the liability expressly set
                  forth in this Agreement or alter the rights of such Limited
                  Partner under Article XI, unless (in either case) such
                  Limited Partner has given a power of attorney to such
                  attorney-in-fact expressly for such purpose.

18.2  AMENDMENTS TO AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

If, under this Agreement, any action, adoption proposal, right, power or
authority requires the Consent, vote, ratification or approval of fewer than
all of the Limited Partners, then, on the satisfaction of that requirement,
the Consent, vote, ratification or approval shall be deemed, and each Limited
Partner hereby agrees that it shall constitute, that of all of the Limited
Partners for all purposes, including unanimity requirements under the Delaware
Act. Limited Partners who did not respond in connection with the proposed
Consent, vote, ratification or approval shall be deemed to have abstained for
all purposes under this Agreement.

18.3  POWER COUPLED WITH AN INTEREST

The grant of authority by each Limited Partner in Section 18.1:

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<PAGE>
         (a)      is a special power of attorney coupled with an interest in
                  favor of the attorney-in-fact and shall be irrevocable and
                  shall survive the death, incapacity, insolvency, dissolution
                  or termination of the Limited Partner;

         (b)      may be exercised for the Limited Partner by a signature of
                  the attorney-in-fact or by listing or referring to the names
                  of all of the Limited Partners, including that Limited
                  Partner, and executing any instrument with a single
                  signature of any one of the attorneys-in-fact acting as
                  attorney-in- fact for all of them; and

         (c)      shall survive the Assignment by any Limited Partner of all
                  or any portion of the Limited Partner's Units, provided
                  that, if any Assignee of all of a Limited Partner's Units
                  has furnished to the General Partner a power of attorney
                  complying with the provisions of Section 18.1 and the
                  admission to the Partnership of the Assignee as a Substitute
                  Limited Partner has been approved by the General Partner,
                  this power of attorney shall survive the Assignment with
                  respect to the assignor Limited Partner for the sole purpose
                  of enabling the attorneys-in-fact to execute, acknowledge
                  and file any instrument necessary to effect the Assignment
                  and admission and shall thereafter terminate with respect to
                  the assignor Limited Partner.

                         ARTICLE XIX GENERAL PROVISIONS

19.1  NOTICES, APPROVALS AND CONSENTS

All Notices, approvals, Consents or other communications under this Agreement
shall be in writing and signed by the party giving the same and, except as
otherwise specifically provided in this Agreement, shall be deemed to have
been delivered when the same are deposited in the United States mail and sent
by first class or certified mail, postage prepaid; hand delivered; sent by
overnight courier; or sent by telecopy and confirmed by telephone during
normal business hours.

In each case, delivery shall be made to the parties at the addresses set forth
below or at any other addresses as the parties may designate by Notice to the
Partnership as specified in Section 5.1:

         (a)      If to the Partnership: Lease Equity Appreciation Fund II,
                  L.P., 110 S. Poplar Street, Suite 101, Wilmington, Delaware
                  19801, with a copy to c/o LEAF Financial Corporation,
                  General Partner, 1845 Walnut Street, 10th Floor,
                  Philadelphia, Pennsylvania 19103; Telephone Number: 302-658-
                  5600 (the Partnership) and 215-574-1636 (the General
                  Partner); Telecopier Number: 302-658-3341 (the Partnership)
                  and 215-574-8176 (the General Partner).

         (b)      If to the General Partner: LEAF Financial Corporation, 1845
                  Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103;
                  Telephone Number: 215- 574-1636; Telecopier Number: 215-574-
                  8176.

         (c)      If to any Limited Partner, at the address set forth in the
                  Limited Partner's Subscription Agreement unless a different
                  address has been provided to the Partnership under Section
                  5.1.

19.2  FURTHER ASSURANCES

The Partners agree to execute, acknowledge and deliver all further instruments
and do all further acts and things as may reasonably be necessary to carry out
the intent and purpose of this Agreement.

19.3  CAPTIONS

Captions contained in this Agreement are inserted only as a matter of
convenience and do not define, limit, extend or describe the scope of this
Agreement or the intent of any provisions of this Agreement.

19.4  BINDING EFFECT

Except to the extent required under the Delaware Act and for fees, rights to
reimbursement and other compensation provided as such, none of the provisions
of this Agreement shall be for the benefit of, or be enforceable by, any
creditor of the Partnership.

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<PAGE>
19.5  SEVERABILITY

If one or more of the provisions of this Agreement or any application thereof
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained in this
Agreement and any other application thereof shall not in any way be affected
or impaired thereby, and the remaining provisions shall be interpreted
consistently with the omission of the invalid, illegal or unenforceable
provisions.

19.6  INTEGRATION

This Agreement constitutes the entire agreement among the parties pertaining
to the subject matter of this Agreement and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
with the subject matter of this Agreement that conflict with the express terms
of this Agreement. No covenant, representation or condition not expressed in
this Agreement shall affect, or be effective to interpret, change or restrict,
the express provisions of this Agreement.

19.7  APPLICABLE LAW

This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Delaware, including, without limitation,
the Delaware Act (except and solely to the extent that provisions of the laws
of any other jurisdiction are stated to be applicable in any section of this
Agreement), without giving effect to the conflict of laws provisions thereof.

19.8  COUNTERPARTS

This Agreement may be signed by each party to this Agreement on a separate
counterpart (including, in the case of a Limited Partner, a separate
Subscription Agreement or signature page executed by one or more such
Partners), but all such counterparts, when taken together, shall constitute
but one and the same instrument.

19.9  CREDITORS

No creditor who makes a loan to the Partnership shall have or acquire at any
time, as a result of making the loan, any direct or indirect interest in the
profits, capital or property of the Partnership other than as a secured
creditor.

19.10 SUCCESSORS AND ASSIGNS

Each and every covenant, term, provision and agreement contained in this
Agreement shall be binding on and inure to the benefit of the successors and
assigns of the respective parties to this Agreement. In furtherance of and not
in limitation of the foregoing, the General Partner may assign, as collateral
security or otherwise, any items of compensation payable to it under the terms
of this Agreement. Notwithstanding any such assignment, however, the General
Partner, and not any such assignee, shall remain solely liable for its
obligations under this Agreement.

19.11 WAIVER OF ACTION FOR PARTITION

Each of the parties to this Agreement irrevocably waives during the term of
the Partnership any right that he may have to maintain any action for
partition with respect to the Partnership's Investments and other property and
assets.

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<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
31st day of March, 2004.


                   GENERAL PARTNER:

                   LEAF FINANCIAL CORPORATION

                   By:     /s/ Miles Herman
                           -------------------------------------
                     Name: Miles Herman
                     Its:  President and Chief Operating Officer

                   ORIGINAL LIMITED PARTNER:


                           /s/ Miles Herman
                           -------------------------------------

                   LIMITED PARTNERS:

                   By: LEAF FINANCIAL CORPORATION, as Attorney in Fact

                    By:     /s/ Miles Herman
                           -------------------------------------
                     Name: Miles Herman
                     Its:  President and Chief Operating Officer

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