<PAGE>
                                                                    Exhibit 10.7

               AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
                                       OF
                                GOLDFISH (DE) LP

                                FEBRUARY 26, 2002

                                      -i-
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
EXPLANATORY STATEMENT                                                                                             1


SECTION 1         DEFINED TERMS................................................................................   1


SECTION 2         FORMATION AND NAME; OFFICE; PURPOSE; TERM....................................................   7
         Section 2.1.  Formation...............................................................................   7
         Section 2.2.  Name of the Company.....................................................................   7
         Section 2.3.  Purpose.................................................................................   7
         Section 2.4.  Term....................................................................................   7
         Section 2.5.  Registered Office.......................................................................   7
         Section 2.6.  Registered Agent........................................................................   8
         Section 2.7.  Principal Office........................................................................   8
         Section 2.8.  Members.................................................................................   8
         Section 2.9.  Fiscal Year.............................................................................   8
         Section 2.10.  Amendment Permitted....................................................................   8


SECTION 3         PARTNERS; CAPITAL; CAPITAL ACCOUNTS..........................................................   8
         Section 3.1.  Partners................................................................................   8
         Section 3.2.  Initial Capital Contributions...........................................................   8
         Section 3.3.  Additional Capital Contributions........................................................   8
         Section 3.4.  No Interest on Capital Contributions....................................................   9
         Section 3.5.  Return of Capital Contributions.........................................................   9
         Section 3.6.  Form of Return of Capital...............................................................   9
         Section 3.7.  Capital Accounts........................................................................   9


SECTION 4         PROFIT, LOSS AND DISTRIBUTIONS...............................................................   9
         Section 4.1.  Distributions of Cash Flow and Allocations of Profit or Loss............................   9
         Section 4.2.  Regulatory Allocations..................................................................  10
         Section 4.3.  Liquidation and Dissolution.............................................................  12
         Section 4.4.  General.................................................................................  12


SECTION 5         MANAGEMENT; RIGHTS, POWERS, AND DUTIES; RESTRICTIONS ON POWERS...............................  13
         Section 5.1.  Management of the Company...............................................................  13
         Section 5.2.  General Powers; Operations..............................................................  14
         Section 5.2.  Meetings of and Voting By Partners......................................................  15
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         Section 5.4.  Limitations on Power of General Partner.................................................  15
         Section 5.5.  Duties of Parties.......................................................................  16
         Section 5.6.  Liability and Indemnification...........................................................  19
         Section 5.7.  Removal of the General Partner..........................................................  19


SECTION 6         TRANSFER OF INTERESTS AND WITHDRAWALS OF MEMBERS.............................................  19
         Section 6.1.  Restrictions on Transfers...............................................................  20
         Section 6.2.  Right of First Refusal..................................................................  21
         Section 6.3.  Closing of a Transfer...................................................................  22
         Section 6.4.  Effective Date of Sale..................................................................  22
         Section 6.5.  Transfers to Permitted Transferees......................................................  22
         Section 6.6.  Voluntary Withdrawal....................................................................  23
         Section 6.7.  Involuntary Withdrawal..................................................................  23
         Section 6.8.  Transfer of Ownership...................................................................  23


SECTION 7         DISSOLUTION, LIQUIDATION, CONSOLIDATION, MERGER AND SALE OF ASSETS...........................  24
         Section 7.1.  Events of Dissolution...................................................................  24
         Section 7.2.  Procedure for Winding Up and Dissolution................................................  24
         Section 7.3.  Continuation of Business................................................................  25


SECTION 8         BOOKS, RECORDS, ACCOUNTING AND TAX ELECTIONS.................................................  26
         Section 8.1.  Accounts................................................................................  26
         Section 8.2.  Books and Records.......................................................................  26
         Section 8.3.  Annual Accounting Period................................................................  27
         Section 8.4.  Reports.................................................................................  27
         Section 8.5.  Tax Matters Partner.....................................................................  27
         Section 8.6.  Tax Elections...........................................................................  28


SECTION 9         GENERAL PROVISIONS...........................................................................  28
         Section 9.1.  Assurances..............................................................................  28
         Section 9.2.  Notifications...........................................................................  28
         Section 9.3.  Specific Performance....................................................................  28
         Section 9.4.  Complete Agreement......................................................................  28
         Section 9.5.  Applicable Law..........................................................................  28
         Section 9.6.  Section Titles..........................................................................  29
         Section 9.7.  Binding Provisions......................................................................  29
         Section 9.8.  Arbitration, Jurisdiction and Venue.....................................................  29
         Section 9.9.  Terms...................................................................................  29
         Section 9.10.  Separability of Provisions.............................................................  29
         Section 9.11.  Counterparts...........................................................................  29
</TABLE>

                                     -iii-
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         Section 9.12.  Estoppel Certificate...................................................................  29
         Section 9.13.  Indemnity..............................................................................  29
         Section 9.14   Effective Date of Agreement............................................................  30
         Section 9.15.  Conflict...............................................................................  30


EXHIBIT A-List of Members; Capital; and Percentages............................................................  33
</TABLE>


                                      -iv-
<PAGE>
                                GOLDFISH (DE) LP

               AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

         THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this
"AGREEMENT") is made as of February 26, 2001, by and among Corporate Property
Associates 14 Incorporated, a Maryland corporation ("CPA:14"), Corporate
Property Associates 15 Incorporated, a Maryland corporation ("CPA:15"), Catfish
(DE) 14-79, Inc., a Delaware corporation (the "GENERAL PARTNER"), PETS 14 (MD),
a Maryland business trust ("PETS 14" and a "LIMITED PARTNER"), and PETS 15 (MD),
a Maryland business trust ("PETS 15" and a "LIMITED PARTNER").

                                   BACKGROUND

         WHEREAS, the parties hereto desire to conduct business as a limited
partnership to be created pursuant to the Delaware Revised Uniform Limited
Partnership Act, Del. Code Ann. Tit. 6, Section 17-101, as amended (the "ACT");

         WHEREAS, the parties hereto desire to set forth in this Agreement all
of the terms and provisions by which they will conduct their partnership;

         WHEREAS, the purpose of the Partnership shall be to engage in and carry
on any lawful business, purpose or activity for which limited partnerships may
be formed under the Act; and

         Whereas, CPA:14 desires to transfer its partnership interest to PETS 14
and CPA:15 desires to transfer its partnership interest to PETS 15.

         NOW, THEREFORE, for good and valuable consideration, the General
Partner and the Limited Partners, intending legally to be bound, agree as
follows:

                                    SECTION 1
                                  DEFINED TERMS

         The following capitalized terms shall have the meanings specified in
this Section 1. Other terms are defined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

         "Act" means the Delaware Revised Uniform Limited Partnership Act, 6
Del. C. Section 17-101 et seq., as amended from time to time.

         "Adjusted Capital Account Deficit" means, with respect to any Interest
Holder, the deficit balance, if any, in the Interest Holder's Capital Account as
of the end of the relevant taxable year, after giving effect to the following
adjustments:
<PAGE>
                  (i) the deficit shall be decreased by the amounts which the
Interest Holder is obligated to restore, if any, pursuant to Section 4.3.2, or
is deemed to be obligated to restore pursuant to Treas. Reg. Section
1.704-1(b)(2)(ii)(c); and

                  (ii) the deficit shall be increased by the items described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

         "Adjusted Capital Balance" means, as of any day, an Interest Holder's
total Capital Contributions less all amounts actually distributed to the
Interest Holder pursuant to Sections 4.3 hereof. If any Interest is transferred
in accordance with the terms of this Agreement, the transferee shall succeed to
the Adjusted Capital Balance of the transferor to the extent the Adjusted
Capital Balance relates to the Interest transferred.

         "Affiliate" means, with respect to any Partner, any Person: (i) which
owns more than 5% of the voting interests in the Partner; or (ii) in which the
Partner owns more than 5% of the voting interests; or (iii) in which more than
5% of the voting interests are owned by a Person who has a relationship with the
Partner described in clause (i) or (ii) above.

         "Agreement" means this Agreement, as amended, restated or supplemented
from time to time.

         "Capital Account" means the account to be maintained by the Partnership
for each Interest Holder in accordance with the following provisions:

                  (i) an Interest Holder's Capital Account shall be credited
with the Interest Holder's Capital Contributions, the amount of any Partnership
liabilities assumed by the Interest Holder (or which are secured by Partnership
property distributed to the Interest Holder), the Interest Holder's distributive
share of Profit and any item in the nature of income or gain specially allocated
to such Interest Holder pursuant to the provisions of Section 4 (other than
Section 4.2.3.); and

                  (ii) an Interest Holder's Capital Account shall be debited
with the amount of money and the fair market value of any Partnership property
distributed to the Interest Holder, the amount of any liabilities of such
Interest Holder assumed by the Partnership (or which are secured by property
contributed by the Interest Holder to the Partnership), the Interest Holder's
distributive share of Loss and any item in the nature of expenses or losses
specially allocated to the Interest Holder pursuant to the provisions of Section
4 (other than Section 4.2.3).

If any Interest is transferred pursuant to the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
the Capital Account is attributable to the transferred Interests. If the book
value of Partnership property is adjusted pursuant to Section 4.2.3, the Capital
Account of each Interest Holder shall be adjusted to reflect the aggregate
adjustment in the same manner as if the Partnership had recognized gain or loss
equal to the amount of such aggregate adjustment. It is intended that the
Capital Accounts of all

                                      -2-
<PAGE>
Interest Holders shall be maintained in compliance with the provisions of Treas.
Reg. Section 1.704-1(b), and all provisions of this Agreement relating to the
maintenance of Capital Accounts shall be interpreted and applied in a manner
consistent with that Regulation.

         "Capital Contribution" means the total amount of cash and the fair
market value of any other assets contributed (or deemed contributed under Treas.
Reg. Section 1.704-1(b)(2)(iv)(d)) to the Partnership by a Partner, net of
liabilities assumed or to which the assets are subject.

         "Cash Flow" for a given period (or portion thereof) means all gross
revenues or receipts for such period (or portion thereof), from any source
whatsoever of the Partnership (determined on a cash basis), including
distributions from any escrow account, less Permitted Expenses for such period
(or portion thereof).

         "Certificate of Limited Partnership" means the Certificate of Limited
Partnership of the Partnership and any and all amendments thereto and
restatements thereof filed on behalf of the Partnership with the Office of the
Secretary of State of the State of Delaware pursuant to the Act.

         "Code" means the Internal Revenue Code of 1986, or any corresponding
provision of any succeeding law.

         "General Partner" has the meaning set forth in the introduction to this
Agreement.

         "Interest" means an Interest Holder's limited partnership interest in
the Partnership in accordance with the provisions of this Agreement and the Act.

         "Interest Holder" means any Person who holds an Interest, whether as a
Partner or an unadmitted assignee of a Partner.

         "Involuntary Withdrawal" means, with respect to any Partner, the
occurrence of any of the following events:

                  (i) the Partner makes an assignment for the benefit of
creditors;

                  (ii) the Partner files a voluntary petition of bankruptcy;

                  (iii) the Partner is adjudged bankrupt or insolvent or there
is entered against the Partner an order for relief in any bankruptcy or
insolvency proceeding;

                  (iv) the Partner files a petition or answer seeking for the
Partner any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

                  (v) the Partner seeks, consents to, or acquiesces in the
appointment of a trustee for, receiver for, or liquidation of the Partner or of
all or any substantial part of the Partner's properties;

                                      -3-
<PAGE>
                  (vi) the Partner files an answer or other pleading admitting
or failing to contest the material allegations of a petition filed against the
Partner in any proceeding described in Subsections (i) through (v) above;

                  (vii) any proceeding against the Partner seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law or regulation, continues
for one hundred twenty (120) days after the commencement thereof, or the
appointment of a trustee, receiver, or liquidator for the Partner or all or any
substantial part of the Partner's properties without the Partner's agreement or
acquiescence, which appointment is not vacated or stayed for one hundred twenty
(120) days or, if the appointment is stayed, for one hundred twenty (120) days
after the expiration of the stay during which period the appointment is not
vacated;

                  (viii) if the Partner is an individual, the Partner's death or
adjudication by a court of competent jurisdiction as incompetent to manage the
Partner's person or property;

                  (ix) if the Partner is acting as a Partner by virtue of being
a trustee of a trust, the termination of the trust;

                  (x) if the Partner is a partnership or a limited liability
company, the dissolution and commencement of winding up of the partnership or
limited liability company;

                  (xi) if the Partner is a corporation, the dissolution of the
corporation or the revocation of its charter; or

                  (xii) if the Partner is an estate, the distribution by the
fiduciary of the estate's entire interest in the Partnership.

         "Lender" means Morgan Stanley Bank, and its successors and/or assigns
under the Loan.

         "Limited Partner" means each Person signing this Agreement as of the
date hereof as a limited partner and includes any Person who subsequently is
admitted as an additional or substitute limited partner of the Partnership
pursuant to the provisions of this Agreement.

         "Loan" means the loan evidenced by the Note and extended by Lender to
the Partnership as part of the purchase price for the Property.

         "Negative Capital Account" Account with a balance of less than zero.

         "Nonrecourse Deductions" has the meaning set forth in Treas.
Reg. Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a taxable
year of the Partnership equals the net increase, if any, in the amount of
Minimum Gain during that taxable year, determined according to the provisions of
Treas. Reg. Section 1.704-2(c).

                                      -4-
<PAGE>
         "Nonrecourse Liability" has the meaning set forth in Treas.
Reg. Section 1.704-2(b)(3).

         "Note" means the promissory note executed by the Partnership in favor
of Lender for extension of the Loan.

         "Ordinary Course of Business" means any transaction which is undertaken
to further the purposes for which the Partnership has been organized as set
forth in Section 2.3.

         "Partner Nonrecourse Debt" has the meaning set forth in Treas.
Reg. Section 1.704-2(b)(4) for partnership nonrecourse debt.

         "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect
to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that
would result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with Treas. Reg. Section 1.704-2(i)(3).

         "Partner Nonrecourse Deductions" has the meaning set forth in Treas.
Reg. Sections 1.704-2(i)(1) and 1.704-2(i)(2).

         "Partners" (and, individually, a "Partner") shall mean the General
Partner and the Limited Partners.

         "Partnership" means Goldfish (DE) LP, the limited partnership formed in
accordance with this Agreement and the Act.

         "Partnership Minimum Gain" has the meaning set forth in Treas.
Reg. Sections 1.704-2(b)(2) and 1.704-2(d) for partnership minimum gain.

         "Partnership Rights" means all of the rights of a Limited Partner in
the Partnership, including a Limited Partner's (i) Interest; (ii) right to
inspect the Partnership's books and records; (iii) right to vote on matters
coming before the Limited Partners; and (iv) only if this Agreement so provides
act as an agent of the Partnership.

         "Percentage" means, as to a Partner, the percentage set forth after the
Partner's name on Exhibit A, as amended from time to time, and as to an Interest
Holder who is not a Partner, the Percentage of the Limited Partner whose
Interest is held by such Interest Holder, to the extent the Interest Holder has
succeeded to that Limited Partner's Interest.

         "Permitted Expenses" means all costs (capital, operating, and
otherwise) of the Partnership during any period or portion thereof, determined
on the basis of sound cash basis accounting practices applied on a consistent
basis (including, but not limited to, principal and interest payments on
Partnership debt and amounts spent on improving property owned or leased by the
Partnership and reasonable reserves as determined by the General Partner, in its
sole discretion, but specifically excluding depreciation, amortization and any
other non-cash deductions of the Partnership for income tax purposes.

                                      -5-
<PAGE>
         "Permitted Transferee" means (i) any Limited Partner, (ii) any
Wholly-Owned Subsidiary of a Limited Partner, (iii) any Person to which a
Limited Partner transfers all or substantially all of its assets, and (v) any
Person that is managed by a Limited Partner or any of its affiliates.

         "Person" means any individual, corporation, partnership, association,
limited liability company, trust, estate or other entity.

         "Positive Capital Account" means a Capital Account with a balance
greater than zero.

         "Profit" and "Loss" means, for each taxable year of the Partnership (or
other period for which Profit or Loss must be computed), the Partnership's
taxable income or loss determined in accordance with Code Section 703(a), with
the following adjustments:

                  (i) all items of income, gain, loss, deduction, or credit
required to be stated separately pursuant to Code Section 703(a)(1) shall be
included in computing taxable income or loss; and

                  (ii) any tax-exempt income of the Partnership, not otherwise
taken into account in computing Profit or Loss, shall be included in computing
taxable income or loss; and

                  (iii) any expenditures 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 Profit or Loss, shall be subtracted from taxable income or loss; and

                  (iv) gain or loss resulting from any taxable disposition of
Partnership property shall be computed by reference to the adjusted book value
of the property disposed of, notwithstanding the fact that the adjusted book
value differs from the adjusted basis of such property for federal income tax
purposes; and

                  (v) in lieu of the depreciation, amortization or cost recovery
deductions allowable in computing taxable income or loss, there shall be taken
into account the depreciation computed based upon the adjusted book value of the
asset; and

                  (vi) notwithstanding any other provision of this definition,
any items which are specially allocated pursuant to Section 4.2. hereof shall
not be taken into account in computing Profit or Loss.

         "Property" means properties located at 20861 State Road 7, Boca Raton,
FL 33428, 250 Grossman Drive, Braintreee, MA 02184, 12100 Inwood Road, Dallas,
TX 75244, 2221 Oakton Avenue, Evanston, IL 60202, 4061 Miller Rd., Flint, MI
48507, 5660 Main St., NE, Fridley, MN 55432, 4550 W. Lake Mary Blvd, Lake Mary,
FL 32746, 6005 Oxon Hill Road, Oxon Hill, MD 20745, 12051 W. Sunrise Blvd.,
Plantation, FL, 200 Village Center Drive, Southlake, TX 76092,

                                      -6-
<PAGE>
3220 Capital Circle, NE, Tallahassee, FL 32308 and 5766 Lindero Canyon Rd.,
Westlake Village, CA 91362.

         "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

         "Security" shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

         "Transfer" means, when used as a noun, any voluntary sale,
hypothecation, pledge, assignment, attachment or other transfer, and, when used
as a verb, means voluntarily to sell, hypothecate, pledge, assign or otherwise
transfer.

         "Voluntary Withdrawal" means a Partner's disassociation with the
Partnership by means other than by a Transfer or an Involuntary Withdrawal.

         "Voting Stock" means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect the
corporate directors (or Persons performing similar functions).

         "Wholly-Owned Subsidiary" means, as to any particular parent
corporation, any entity of which all of the Voting Stock shall be beneficially
owned, directly or indirectly, by such parent corporation.

                                    SECTION 2
                    FORMATION AND NAME; OFFICE; PURPOSE; TERM

         2.1. Formation. The Partners hereby agree that the Partnership shall be
conducted as a limited partnership pursuant to the provisions of the Act. The
General Partner shall be the sole general partner and the Limited Partners shall
initially be the sole limited partners.

         2.2. Name of the Partnership. The name of the Partnership shall be
"Goldfish (DE) LP." The Partnership shall do business only under that name.

         2.3. Purpose. The Partnership is formed for the express and sole
purpose of acquiring, owning, managing and disposing of the Property.

         2.4. Term. The Partnership shall continue for 50 years unless earlier
terminated or dissolved pursuant to applicable law or to any other provision of
this Agreement.

         2.5. Registered Office. The registered office of the Partnership
required by the Act to be maintained in the State of Delaware shall be located
at c/o Corporation Service Company, whose post office address is 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, or such

                                      -7-
<PAGE>
other office (which need not be a place of business of the Partnership) as the
General Partner may designate from time to time.

         2.6. Registered Agent. The registered agent of the Partnership in the
State of Delaware shall be Corporation Service Company, whose post office
address is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such
other Person or Persons within the State of Delaware as the General Partner may
designate from time to time.

         2.7. Principal Office. The principal office of the Partnership shall be
located at c/o W. P. Carey & Co. LLC, 50 Rockefeller Plaza, Second Floor, New
York, New York 10020, or at any other place which the General Partner may
designate from time to time.

         2.8. Partners. The name, present mailing address, taxpayer
identification number, and Percentage of each Partner are set forth on Exhibit
A. Upon execution of this Agreement, the Persons listed on Exhibit A shall be
deemed admitted as Partners (General or Limited as so designated) of the
Partnership. Scott A. Stanley, as an authorized person within the meaning of the
Act, has executed, delivered and filed the Certificate of Limited Partnership
with the office of the Secretary of State of the State of Delaware.

         2.9. Fiscal Year. The fiscal year of the Partnership shall end on the
last day of December in each year.

         2.10. Amendment Permitted. The Certificate of Limited Partnership of
the Partnership and this Agreement may be amended with the consent of the
General Partner and all Limited Partners, subject to the provision of Section
5.4.2.


                                    SECTION 3
                       PARTNERS; CAPITAL; CAPITAL ACCOUNTS

         3.1. Partners. The only Partners of the Partnership shall be the
General Partner and each Limited Partner.

         3.2. Initial Capital Contributions. Upon the execution of this
Agreement, the Partners shall contribute to the Partnership cash in the amounts
respectively set forth on Exhibit A.

         3.3. Additional Capital Contributions.

                  3.3.1. If all Partners at any time or from time to time
determine that the Partnership requires additional Capital Contributions, then
each Partner shall contribute its proportionate share (as determined in
accordance with this Section) of any such additional Capital Contributions,
which payment shall be due and payable on the date that is thirty (30) days such
determination has been made by the Partners. A Partner's proportionate share of
total additional Capital Contribution shall be equal to the product obtained by
multiplying the Partner's Percentage and the total additional Capital
Contribution required.

                                      -8-
<PAGE>
                  3.3.2. If a Partner fails to pay when due all or any portion
of any Capital Contribution, the non-defaulting Partners shall pay the unpaid
amount of the defaulting Partner's Capital Contribution (the "Unpaid
Contribution"). To the extent the Unpaid Contribution is contributed by any
other Partner, the defaulting Partner's Percentage shall be reduced and the
Percentage of each Partner who makes up the Unpaid Contribution shall be
increased, so that each Partner's Percentage is equal to a fraction, the
numerator of which is that Partner's total Capital Contributions and the
denominator of which is the total Capital Contributions of all Partners. The
Partners shall cause Exhibit A to be amended accordingly. This remedy is in
addition to any other remedies allowed by law or by this Agreement.

                  3.3.3. Except as provided in Sections 3.2. and 3.3., no
Partner shall be required to contribute any additional Capital to the
Partnership, and no Partner shall have any personal liability for any obligation
of the Partnership, except as required by the Act. Except as otherwise provided
by the Act, the debts, obligations and liabilities of the Partnership, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Partnership, and no Partner shall be obligated personally
for any such debt, obligation or liability of the Partnership solely by reason
of being a Partner.

         3.4. No Interest on Capital Contributions. Interest Holders shall not
be paid interest on their Capital Contributions.

         3.5. Return of Capital Contributions. Except as otherwise provided in
this Agreement, no Interest Holder shall have the right to receive the return of
any Capital Contribution.

         3.6. Form of Return of Capital. If an Interest Holder is entitled to
receive a return of a Capital Contribution, the Partnership may distribute cash,
notes, property or a combination thereof to the Interest Holder in return of the
Capital Contribution.

         3.7. Capital Accounts. A separate Capital Account shall be maintained
for each Interest Holder.


                                    SECTION 4
                         PROFIT, LOSS AND DISTRIBUTIONS

         4.1. Distributions of Cash Flow and Allocations of Profit or Loss.

                  4.1.1. Profit or Loss. After giving effect to the special
allocations set forth in Section 4.2., for any taxable year of the Partnership,
Profit or Loss shall be allocated to the Interest Holders in proportion to their
Percentages.

                  4.1.2. Cash Flow. Cash Flow for each taxable year of
Partnership shall be distributed by the Partnership to the Interest Holders in
proportion to their Percentages at such times and in such amounts as the General
Partner shall from time to time determine.

                                      -9-
<PAGE>
         4.2. Regulatory Allocations.

                  4.2.1. Qualified Income Offset. No Interest Holder shall be
allocated Losses or deductions if the allocation causes an Interest Holder to
have a Adjusted Capital Account Deficit. If an Interest Holder receives (1) an
allocation of Loss or deduction (or item thereof) or (2) any distribution which
causes the Interest Holder to have a Adjusted Capital Account Deficit at the end
of any taxable year, then all items of income and gain of the Partnership
(consisting of a pro rata portion of each item of Partnership income, including
gross income and gain) for that taxable year shall be allocated to that Interest
Holder before any other allocation is made of Partnership items for that taxable
year, in the amount and in proportions required to eliminate the Adjusted
Capital Account Deficit as quickly as possible. This Section 4.2.1. is intended
to comply with, and shall be interpreted consistently with, the "qualified
income offset" provisions of the Regulations promulgated under Code Section
704(b).

                        4.2.2. Partnership Minimum Gain. Except as set forth in
Treas. Reg. Section 1.704-2(f)(2), notwithstanding any other provision of this
Agreement, if, during any taxable year, there is a net decrease in Partnership
Minimum Gain, each Interest Holder, prior to any other allocation pursuant to
this Section 4, shall be specially allocated items of gross income and gain for
such taxable year (and, if necessary, subsequent taxable years) in an amount
equal to that Interest Holder's share of the net decrease in Partnership Minimum
Gain, computed in accordance with Treas. Reg. Section 1.704-2(g). Allocations of
gross income and gain pursuant to this Section 4.2.2. shall be made first from
gain recognized from the disposition of Partnership assets subject to
nonrecourse liabilities (within the meaning of the Regulations promulgated under
Code Section 752), to the extent of the Partnership Minimum Gain attributable to
those assets, and thereafter, from a pro rata portion of the Partnership's other
items of income and gain for the taxable year. The items to be so allocated
shall be determined in accordance with Treas. Reg. Sections 1.704-2(f)(6) and
1.704-2(j)(2). It is the intent of the parties hereto that any allocation
pursuant to this Section 4.2.2. shall constitute a "minimum gain chargeback"
under Treas. Reg. Section 1.704-2(f) and shall be interpreted consistently
therewith.

                        4.2.3. Partner Minimum Gain. Except as otherwise
provided in Treas. Reg. Section 1.704-2(i)(4), notwithstanding any other
provision of this Agreement, if there is a net decrease in Partner Nonrecourse
Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any taxable
year, each Interest Holder who has a share of the Partner Nonrecourse Debt
Minimum Gain attributable to such Partner Nonrecourse Debt, determined in
accordance with Treas. Reg. Section 1.704-2(i)(5), shall be specially allocated
items of income and gain for such taxable year (and, if necessary, subsequent
taxable years) in an amount equal to such Interest Holder's share of the net
decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner
Nonrecourse Debt, determined in accordance with Treas. Reg. Section
1.704-2(i)(4). Allocations pursuant to the previous sentence shall be determined
in accordance with Treas. Reg. Sections 1.704-2(i)(4) and 1.704-2(j)(2). This
Section 4.2.3. is intended to comply with the minimum gain chargeback
requirement in Treas. Reg. Section 1.704-2(i)(4) and shall be interpreted
consistently therewith.

                                      -10-
<PAGE>
                  4.2.4. Contributed Property and Book-ups. In accordance with
Code Section 704(c) and the Regulations thereunder, as well as Treas. Reg.
Section 1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect
to any property contributed (or deemed contributed) to the Partnership shall,
solely for tax purposes, be allocated among the Interest Holders so as to take
account of any variation between the adjusted basis of the property to the
Partnership for federal income tax purposes and its fair market value at the
date of contribution (or deemed contribution). If the adjusted book value of any
Partnership asset is adjusted as provided herein, subsequent allocations of
income, gain, loss, and deduction with respect to the asset shall take account
of any variation between the adjusted basis of the asset for federal income tax
purposes and its adjusted book value in the manner required under Code Section
704(c) and the Regulations thereunder.

                  4.2.5. Code Section 754 Adjustment. To the extent an
adjustment to the tax basis of any Partnership asset pursuant to Code Section
734(b) or Code Section 743(b) is required, pursuant to Treas. Reg. Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,
the amount of the adjustment to the Capital Accounts shall be treated as an item
of gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases basis) and the gain or loss shall be specially allocated to
the Interest Holders in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted pursuant to that Section of the
Regulations.

                  4.2.6. Nonrecourse Deductions. Any Partner Nonrecourse
Deductions for any taxable year shall be specially allocated to the Interest
Holder who bears the economic risk of loss with respect to the Partner
Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable
in accordance with Treas. Reg. Section 1.704-2(i)(1).

                  4.2.7. Partner Loan Nonrecourse Deductions. Any Partner Loan
Nonrecourse Deduction for any taxable year or other period shall be specially
allocated to the Interest Holder who bears the risk of loss with respect to the
loan to which the Partner Loan Nonrecourse Deduction is attributable in
accordance with Treas. Reg. Section 1.704-2(b).

                  4.2.8. Unrealized Receivables. If an Interest Holder's
Interest is reduced (provided the reduction does not result in a complete
termination of the Interest Holder's Interest), the Interest Holder's share of
the Partnership's "unrealized receivables" and "substantially appreciated
inventory" (within the meaning of Code Section 751) shall not be reduced, so
that, notwithstanding any other provision of this Agreement to the contrary,
that portion of the Profit otherwise allocable upon a liquidation or dissolution
of the Partnership pursuant to Section 4.3. hereof which is taxable as ordinary
income (recaptured) for federal income tax purposes shall, to the extent
possible without increasing the total gain to the Partnership or to any Interest
Holder, be specially allocated among the Interest Holders in proportion to the
deductions (or basis reductions treated as deductions) giving rise to such
recapture. Any questions as to the aforesaid allocation of ordinary income
(recapture), to the extent such questions cannot be resolved in the manner
specified above, shall be resolved by the General Partner.

                                      -11-
<PAGE>
                  4.2.9. Withholding. All amounts required to be withheld
pursuant to Code Section 1446 or any other provision of federal, state or local
tax law shall be treated as amounts actually distributed to the affected
Interest Holders for all purposes under this Agreement.

         4.3. Liquidation and Dissolution.

                  4.3.1. If the Partnership is dissolved, the assets of the
Partnership shall be distributed, subject to Section 17-804(a)(1) of the Act, to
the Interest Holders in accordance with the balances in their respective Capital
Accounts, after taking into account the allocations of Profit or Loss pursuant
to Sections 4.1. and 4.4.2., if any.

                  4.3.2. No Interest Holder shall be obligated to restore a
Negative Capital Account except as required by the Act.

                  4.3.3. Notwithstanding anything to the contrary, in the event
the Partnership is "liquidated" within the meaning of Treas.
Reg. Section 1.704-1(b)(2)(ii)(g), liquidating distributions shall be made
pursuant to this Section 4.3. by the end of the taxable year in which the
Partnership is liquidated, or, if later, within ninety (90) days after the date
of such liquidation. Distributions pursuant to the preceding sentence may be
made to a trust for the purpose of an orderly liquidation of the Partnership by
the trust in accordance with the Act.

         4.4.  General.

                  4.4.1. Except as otherwise provided in this Agreement, the
timing and amount of all distributions shall be determined by the General
Partner.

                  4.4.2. If any assets of the Partnership are distributed in
kind to the Interest Holders, those assets shall be valued on the basis of their
fair market value, and any Interest Holder entitled to any interest in those
assets shall receive that interest as a tenant-in-common with all other Interest
Holders so entitled. Unless the Limited Partners otherwise agree, the fair
market value of such assets shall be determined by an independent appraiser
selected by the General Partner. The Profit or Loss for each unsold asset shall
be determined as if the asset had been sold at its fair market value, and the
Profit or Loss shall be allocated as provided in Section 4.1. and shall be
properly credited or charged to the Capital Accounts of the Interest Holders
prior to the distribution of the assets in liquidation pursuant to Section 4.3.

                  4.4.3. All Profit and Loss shall be allocated, and all
distributions shall be made, to the Persons shown on the records of the
Partnership to have been Interest Holders as of the last day of the taxable year
for which the allocation or distribution is to be made. Notwithstanding the
foregoing, unless the Partnership 's taxable year is separated into segments, if
there is a Transfer or an Involuntary Withdrawal during the taxable year, the
Profit and Loss shall be allocated between the original Interest Holder and the
successor on the basis of the number of days each was an Interest Holder during
the taxable year; provided, however, the Partnership 's taxable year shall be
segregated into two or more segments in order to account for Profit, Loss or
proceeds attributable to any extraordinary non-recurring items of the
Partnership.

                                      -12-
<PAGE>
                  4.4.4. The Partners are hereby authorized, upon the advice of
the Partnership's tax counsel, to amend this Article 4 to comply with the Code
and the Regulations promulgated under Code Section 704(b); provided, however,
that no amendment shall materially affect distributions to an Interest Holder
without the Interest Holder's prior written consent.

                  4.4.5. Restricted Distributions. Notwithstanding any provision
to the contrary contained in this Agreement, the Partnership shall not be
required to make a distribution to any Partner on account of its interest in the
Partnership if such distribution would violate Section 17-607 of the Act or
other applicable law.

                                    SECTION 5
         MANAGEMENT; RIGHTS, POWERS, AND DUTIES; RESTRICTIONS ON POWERS

         5.1.  Management of the Partnership.

                  5.1.1. General Management. Except as otherwise expressly
provided herein, the management and control of the day-to-day operations of the
Partnership shall rest exclusively with the General Partner.

                  5.1.2. The General Partner shall have full, exclusive and
complete discretion to manage the business and affairs of the Partnership, to
make all decisions affecting the business and affairs of the Partnership and to
take such actions as it deems necessary or appropriate to accomplish the purpose
of the Partnership as set forth herein.

                  5.1.3. With respect to third parties, only the General Partner
may bind the Partnership. If a Limited Partner binds the Partnership, but did
not have the authority to so act under this Agreement, in addition to any other
remedy (at law or in equity) that may be available against such Limited Partner,
such Limited Partner shall be liable for all damages caused by breaching this
Agreement.

                  5.1.4. Duties of the General Partner. The General Partner
shall manage, or cause to be managed, the affairs of the Partnership in a
prudent and businesslike manner and shall devote such part of its time to the
Partnership affairs as is reasonably necessary for the conduct of such affairs.

                  5.1.5. Liability of Limited Partner. Anything contained herein
to the contrary notwithstanding, any claim based on or in respect of any
liability of the Limited Partner shall be enforced only against the interest of
the Limited Partner in the Partnership and not against any assets, properties or
funds of the Limited Partner or (a) any director, officer, general partner,
limited partner, employee or agent of any of the Limited Partners (or any legal
representative, heir, estate, successor or assign of any thereof), (b) any
predecessor or successor partnership or corporation (or other entity) the
Limited Partner, either directly or through the Limited Partner, or (c) any
other person or entity.

                                      -13-
<PAGE>
         5.2.  General Powers; Operations.

                  5.2.1. Powers of General Partner. Except has provided herein,
the General Partner shall have full, exclusive and complete discretion, power
and authority, subject in all cases to the limitations and other provisions of
this Agreement and the requirements of applicable law, to manage, control,
administer and operate the business and affairs of the Partnership for the
purposes herein stated, and to make all decisions affecting such business and
affairs, including without limitation, whether similar or dissimilar, for
Partnership purposes, the power:

                  5.2.1.1. to acquire by purchase, lease or otherwise, any real
or personal property, tangible or intangible;

                  5.2.1.2. to construct, operate, maintain, finance and improve,
and to own, sell, convey, assign, mortgage or lease any real estate and any
personal property;

                  5.2.1.3. to sell, dispose, trade or exchange Partnership
assets in the Ordinary Course of Business;

                  5.2.1.4. to enter into agreements and contracts and to give
receipts, releases and discharges;

                  5.2.1.5. to purchase liability and other insurance to protect
the Partnership's properties and business;

                  5.2.1.6. to borrow money for and on behalf of the Partnership;

                  5.2.1.7. to execute or modify leases with respect to any part
or all of the assets of the Partnership;

                  5.2.1.8. to prepay, in whole or in part, refinance, amend,
modify or extend any mortgages or deeds of trust which may affect any asset of
the Partnership and in connection therewith to execute for and on behalf of the
Partnership any extensions, renewals or modifications of such mortgages or deeds
of trust;

                  5.2.1.9. to execute any and all other instruments and
documents which may be necessary or in the opinion of the General Partner
desirable to carry out the intent and purpose of this Agreement;

                  5.2.1.10. to make any and all expenditures which the General
Partner, in its sole discretion, deems necessary or appropriate in connection
with the management of the affairs of the Partnership and the carrying out of
its obligations and responsibilities under this Agreement, including, without
limitation, all legal, accounting and other related expenses incurred in
connection with the organization and financing and operation of the Partnership;
and

                                      -14-
<PAGE>
                  5.2.1.11. to enter into any kind of activity necessary to, in
connection with, or incidental to, the accomplishment of the purposes of the
Partnership.

         5.3. Meetings of and Voting By Partners.

                  5.3.1. A meeting of the Partners may be called at any time by
those Partners holding at least fifty percent (50%) of the Percentages then held
by Partners or by the General Partner. Meetings of Partners shall be held (i) at
the Partnership's principal place of business, or (ii) at such place as the
Partners shall unanimously agree. Not less than ten (10) nor more than ninety
(90) days before each meeting, the Person calling the meeting shall give written
notice of the meeting to each Partner entitled to vote at the meeting. The
notice shall state the time, place and purpose of the meeting. Notwithstanding
the foregoing provisions, each Partner who is entitled to notice waives notice
if before or after the meeting the Partner signs a waiver of the notice which is
filed with the records of Partners' meetings, or is present at the meeting in
person or by proxy. Unless this Agreement provides otherwise, at a meeting of
Partners, the presence in person or by proxy of Partners holding more than fifty
percent (50%) of the Percentages then held by Partners constitutes a quorum. A
Partner may vote either in person or by written proxy signed by the Partner or
by his duly authorized attorney in fact. Partners may participate in any meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time. Any
action required or permitted to be taken at a meeting of Partners may be taken
without a meeting if there is filed with the records of Partners' meetings a
unanimous written consent which sets forth the action and is signed by each
Partner entitled to vote on the matter.

                  5.3.2. Except as otherwise provided in this Agreement,
wherever this Agreement requires the approval of the Partners, the affirmative
vote of Partners holding more than fifty percent (50%) of the Percentages then
held by Partners shall be required to approve the matter. Except as otherwise
provided in this Agreement, wherever the Act requires unanimous consent to
approve or take any action, that consent shall be given in writing and, in all
cases, shall mean, rather than the consent of all Partners, the consent of
Partners holding more than fifty percent (50%) of the Percentages then held by
Partners. Where this Agreement requires unanimous consent to approve or take any
action, then the affirmative approval of all Partners shall be required for such
approval or the taking of such action.

         5.4.     Limitations on Power of General Partner.

                  5.4.1. The General Partner may not (a) file or consent to the
filing of a bankruptcy or insolvency petition or otherwise institute insolvency
proceedings under any federal or state bankruptcy or similar law, (b) make a
general assignment for the benefit of creditors or (c) consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator,
custodian or any other similar official of Partnership property, without the
unanimous consent of all Partners, including the SPE Partner (as hereinafter
defined).

                  5.4.2. To the fullest extent permitted by law, the General
Partner shall not take any of the following actions while any amount under the
Loan remains outstanding:

                                      -15-
<PAGE>
                        (A) Dissolve, liquidate, consolidate, merge or sell all
or substantially all of the assets of the Partnership;

                        (B) Amend the Partnership's organizational documents
unless the Lender consents and, after securitization of the Loan the applicable
rating agencies confirm that such amendment will not result in a qualification,
withdrawal or downgrade of any securities rating.

         5.5.  Duties of Parties.

                  5.5.1. Nothing in this Agreement shall be deemed to restrict
in any way the rights of any Partner or any Affiliate of any Partner to conduct
any other business or activity whatsoever, and the Partner shall not be
accountable to the Partnership or to any Partner with respect to that business
or activity even if the business or activity competes with the Partnership's
business. The organization of the Partnership shall be without prejudice to
their respective rights (or the rights of their respective Affiliates) to
maintain, expand or diversify such other interests and activities and to receive
and enjoy profits or compensation therefrom. Each Partner waives any rights the
Partner might otherwise have to share or participate in such other interests or
activities of any other Partner or any Affiliate of any Partner.

                  5.5.2. Each Partner understands and acknowledges that the
conduct of the Partnership's business may involve business dealings and
undertakings with Partners and Affiliates of Partners. In any of those cases,
those dealings and undertakings shall be at arm's length and on commercially
reasonable terms.

                  5.5.3. To the extent that, at law or in equity, a Partner or
Affiliate has duties (including fiduciary duties) and liabilities relating
thereto to the Partnership or to any other Partner, a Partner and its Affiliates
acting under this Agreement shall not be liable to the Partnership or to any
Partner for its good faith reliance on the provisions of this Agreement. The
provisions of this Agreement, to the extent that they restrict the duties and
liabilities of a Partner or Affiliate otherwise existing at law or in equity,
are agreed by the Partners to replace such other duties and liabilities of such
Partner or Affiliate.

                  5.5.4. The Partnership shall conduct its business and
operations in strict compliance with the terms of this Agreement.

                  5.5.5. Notwithstanding anything to the contrary contained in
this Agreement, so long as the Note has not been paid in full, the Partnership
shall/has not take(en) any of the following actions:

                  5.5.5.1. engage(ed) in any business or activity other than the
ownership, operation and maintenance of the Property, and activities incidental
thereto;

                                      -16-
<PAGE>
                  5.5.5.2. acquire(d) or own(ed) any material assets other than
(i) the Property, and (ii) such incidental personal property as may be necessary
for the operation of the Property;

                  5.5.5.3. merge(d) into or consolidate(d) with any person or
entity or dissolve(d), terminate(d) or liquidate(d) in whole or in part,
transfer(ed) or otherwise dispose(d) of all or substantially all of its assets
or change(d) its legal structure;

                  5.5.5.4. fail(ed) to preserve its existence as an entity duly
organized, validly existing and in good standing (if applicable) under the laws
of the jurisdiction of its organization or formation, and qualification to do
business in the state where the Property is located, if applicable, or without
the prior written consent of Lender, amend(ed), modify/modified, terminate(d) or
fail(ed) to comply with the provisions of its Certificate of Limited
Partnership;

                  5.5.5.5. own(ed) any subsidiary or make/made any investment
in, any person or entity;

                  5.5.5.6. commingle(d) its assets with the assets of any of its
members, general partners, affiliates, principals, or any other person or
entity, nor fail(ed) to hold all of its assets in its own name;

                  5.5.5.7. incur(ed) any debt, secured or unsecured, direct or
contingent (including guaranteeing any obligation), other than the Loan, except
for trade payables incurred in the ordinary course of its business, provided
that such debt is not evidenced by a note and is paid when due;

                  5.5.5.8. become insolvent and fail(ed) to pay its debts and
liabilities from its assets as the same have/shall become due;

                  5.5.5.9. fail(ed) to maintain its records, books of account
and bank accounts, if any, separate and apart from those of its partners,
principals and affiliates, the affiliates of a partner or principal of the
Partnership, and any other person or entity;

                  5.5.5.10. enter(ed) into any contract or agreement with any
partner, principal or affiliate of the Partnership, guarantor or indemnitor, or
any partner, principal or affiliate thereof, except upon terms and conditions
that are intrinsically fair, commercially reasonable and substantially similar
to those that would be available on an arms-length basis with third parties
other than any partner, principal or affiliate of the Partnership, guarantor or
indemnitor, or any partner, principal or affiliate thereof;

                  5.5.5.11. seek(sought) the dissolution or winding up in whole,
or in part, of the Partnership;

                  5.5.5.12. fail(ed) to correct any known misunderstandings
regarding the separate identity of the Partnership;

                                      -17-
<PAGE>
                  5.5.5.13. hold/held itself out to be responsible for the debts
of another person;

                  5.5.5.14. make/made any loans or advances to any third party,
including any partner, principal or affiliate of the Partnership, or any
partner, principal or affiliate thereof, nor buy/bought or hold/held evidence of
indebtedness issued by any other person or entity (other than cash and
investment-grade securities);

                  5.5.5.15. fail(ed) either to hold itself out to the public as
a legal entity separate and distinct from any other entity or person or to
conduct its business solely in its own name in order not to mislead others as to
the identity with which such other party is transacting business;

                  5.5.5.16. suggest(ed) that the Partnership is responsible for
the debts of any third party (including any partner, principal or affiliate of
the Partnership, or any partner, principal or affiliate thereof);

                  5.5.5.17. hold (held) out its credit as being available to
satisfy the obligations of any other person or entity, or acquire the
obligations or securities of its affiliates or owners, including partners,
members or shareholders, as appropriate;

                  5.5.5.18. fail(ed) to maintain adequate capital and a
sufficient number of employees, if any, for the normal obligations reasonably
foreseeable in a business of its size and character and in light of its
contemplated business operations, and to pay the salaries of its employees from
its own funds, if applicable;

                  5.5.5.19. share(ed) any common logo or common stationary,
invoice or checks, if any, with or hold/held itself out as or be considered as a
department or division of (i) any partner, principal or affiliate of the
Partnership, (ii) any affiliate of a partner, principal or member of the
Partnership, or (iii) any other person or entity;

                  5.5.5.20. fail(ed) to maintain separate financial statements,
showing its assets and liabilities separate and apart from those of any other
person or entity provided, that Lender acknowledges that the Partnership may
file consolidated tax returns with Assembly (MD) and/or Corporate Property
Associates 14 Incorporated, a Maryland Partnership;

                  5.5.5.21. fail(ed) to observe all applicable organizational
formalities;

                  5.5.5.22. pledge(d) its assets for the benefit of any other
person or entity, other than, with respect to the Partnership, in connection
with the Loan;

                  5.5.5.23. at all times while any amount under the Loan remains
outstanding, the Partnership shall have a general partner that is a corporation
that owns at least at 0.5% interest in the Partnership and has organizational
documents substantially similar to those

                                      -18-
<PAGE>
of the General Partner (the "SPE Partner"). Upon the withdrawal, dissolution,
bankruptcy, insolvency, liquidation or other event that causes an SPE Partner to
be disassociated from the Partnership, a new SPE Partner shall immediately be
appointed and (i) an acceptable non-consolidation opinion concerning such new
SPE Partner shall be delivered to the holder of the Loan and (ii) confirmation
shall be obtained from the applicable rating agencies that such a change in SPE
Partners will not result in the qualification, withdrawal or downgrade of any
securities rating on securities backed in whole or in part by the Loan;

                  5.5.5.24. fail(ed) to allocate fairly and reasonably any
overhead expenses, if any, that are shared with an affiliate, including paying
for office space and services performed by any employee of an affiliate; or

                  5.5.5.25. amend(ed) the provisions specified in this Agreement
without the consent of the Lender, or, after the securitization of the Loan,
without the Partnership first receiving (i) confirmation from each of the
applicable rating agencies that such amendment would not result in the
qualification, withdrawal or downgrade of any securities ratings, and (ii)
approval of such amendment by the Lender or its assigns.

         5.6.  Liability and Indemnification.

                  5.6.1. The Limited Partners shall not be liable, responsible
or accountable, in damages or otherwise, to any Limited Partner or to the
Partnership for any act performed by them within the scope of the authority
conferred on them by this Agreement, except for willful fraud or an intentional
breach of this Agreement.

                  5.6.2. To the fullest extent permitted by law, the Partnership
shall indemnify any Partner for any act performed by them within the scope of
the authority conferred on them by this Agreement, except for acts of willful
fraud or an intentional breach of this Agreement.

         5.7 Removal of the General Partner. The General Partner may be removed,
and a new general partner admitted to the Partnership, upon the written
direction of Partners holding at least a majority of the Percentage Interests in
the Partnership at the time of such written direction, and upon 30 days prior
written notice to the General Partner. Following such written notice and the
expiration of such 30 day period:

                  (i) The General Partner shall no longer be a Partner in the
Partnership.

                  (ii) In full satisfaction of all claims which the General
Partner may have against the Partnership, the General Partner shall be entitled
to receive repayment of any capital contribution it previously made (without
interest) from the Partnership at the time or times it would have received
repayment under Section 4.1.

                                    SECTION 6
                TRANSFER OF INTERESTS AND WITHDRAWALS OF PARTNERS

                                      -19-
<PAGE>
         6.1. Restrictions on Transfers. Partnership Rights may be Transferred,
as defined below, in whole or in part only in accordance with other specific
provisions of this Agreement and the following provisions:

                  6.1.1. For purposes of this Agreement, the term "Transfer" or
"Transferred" shall mean the sale, assignment, transfer, pledge, encumbrance, or
other disposition, by operation of law or otherwise, of Partnership Rights.

                  6.1.2. Except with respect to the transfer provided for in
Section 6.9, Partnership Rights shall not be Transferred without the following:

                        (1) The full compliance with the terms of this Section
6.1;

                        (2) The consent of the Partner(s) owning the remaining
Partnership Rights;

                        (3) An opinion of counsel, satisfactory to the
Partner(s) owning the remaining Partnership Rights, that the Transfer of the
Partnership Rights does not violate the Securities Act of 1933 or any applicable
state securities laws;

                        (4) The delivery by the transferee to the Partnership of
a written instrument agreeing to be bound by the terms of this Agreement and a
counterpart signature page to this Agreement; and

                        (5) The delivery to the Partnership of (i) the
transferee's taxpayer identification number and (ii) the transferee's initial
tax basis in the Partnership Rights.

                  6.1.3. Any Transfer of Partnership Rights shall be effective
only to give the person to whom Transferred (the "Transferee") the right to
receive the share of tax allocations and distributions to which the person
transferring (the "Transferor") would otherwise be entitled. Except as otherwise
provided herein, no Transferee of a Partnership Rights shall have the right to
become a substituted Partner unless the Partner(s) owning the remaining
Partnership Rights, in the exercise of its or their sole and absolute
discretion, expressly consents thereto in writing and the Transferee agrees to
be bound by all the terms and conditions of this Agreement as then in effect.
Unless and until a Transferee is admitted as a substituted Partner, the
Transferee shall have no right to exercise any of the powers, rights and
privileges of a Partner hereunder.

                  6.1.4. No Partner shall cause or permit to be created a lien
or security interest in its Partnership Rights.

                  6.1.5. Each Partner agrees not to Transfer all or any part of
its Partnership Rights (or take or omit any action, filing election, or other
action which could result in a deemed transfer) if such Transfer (either
considered along or in the aggregate with prior transfers by other Partners)
would result in the termination of the Partnership for federal income tax
purposes. In order to enable the Partners to identify Transfers which could
result in such a termination, each

                                      -20-
<PAGE>
Partner covenants and agrees to immediately inform the other Partners of any
proposed Transfers (or deemed Transfers for purposes of the Code).

                  6.1.6. Each Partner agrees not to Transfer all or any part of
its Partnership Rights (or take or omit any action, filing election, or other
action which could result in a deemed transfer) if such Transfer (either
considered alone or in the aggregate with prior transfers by other Partners)
would result in Partnership being subject to the Investment Company Act as
amended.

                  6.1.7. Any Transfer not in accord with this Section 6 shall be
void ab initio.

         6.2. Right of First Refusal. Except in connection with the transfer
contemplated in Section 6.9, in the event that a Partner (the "Selling Partner")
desires to transfer to any third person all or a portion of its Partnership
Rights, the Selling Partner may do so only subject to the restrictions on
transfer contained in Section 6.1 and in full and complete compliance with the
procedures set forth in Section 6.1.3 and the procedures set forth below for
each instance or transfer.

                  6.2.1. The Selling Partner shall give written notice (the
"Notice") to each other Partner ("Offeree(s)") setting forth, in substance, the
following:

                        (1) That the Selling Partner has given to, or received
from, a third party (the "Offeror") a good faith written offer (the "Offer") to
transfer all or a part of its Partnership Rights (the "Offered Interest"); and

                        (2) That the Selling Partner thereby offers to transfer
all Offered Interest to the Offeree(s), pro rata according to its or their
respective Partnership Interests, at a price and upon such terms and conditions
as are set forth in the Offer, a true copy of which shall be attached to the
Notice.

                  6.2.2. Within thirty (30) days after receipt of the Notice
(the "Transfer Offering Period"), the Offeree(s) may, at its or their option,
elect to purchase all (but not less than all) of the Offered Interests by giving
written notice of the intention to do so to the Selling Partner. Any Offeree may
assign its purchase rights hereunder to any Partner owning Partnership Rights.
Closing of the purchase of the Offered Interests shall occur as set froth in
Section 6.5.

                  6.2.3. In the event that no Offeree(s) agree to purchase all
of the Offered Interests in accordance with subparagraph (2) of this Section
6.2, the Selling Partner shall provide Notice of such event to the General
Partner of the Partnership. The Partnership shall then have the amount of time
set forth in the Transfer Offering Period to determine, based on the Approval of
the Partners other than the Selling Partner, whether it shall elect to purchase
all (but not less than all) of the Offered Interests, by giving written notice
of its intention to do so to the Selling Partner. The Partnership may assign its
purchase rights hereunder to any Partner or other Person. Closing of the
purchase of the Offered Interests shall occur as set forth in Section 6.3.
Failure of the Partnership or its assignee to notify the Selling Partner of its
acceptance within the relevant Transfer Offering Period shall be deemed to be
its refusal to acquire the Offered Interests.

                                      -21-
<PAGE>
                  6.2.4. In the event that an offer to Transfer made pursuant to
Section 6.2.1, 6.2.2 or 6.2.3 is rejected, whether by expiration of the Transfer
Offering Period or otherwise, and the Selling Partner has complied with the
requirements of Section 6.1 and Section 6.2, the Selling Partner shall be
permitted to Transfer the Offered Interests to the Offeror upon the terms and
conditions as stated in the Offer; provided, however, that such Transfer may not
be effected until the Offeror has executed and adopted this Agreement or a
counterpart thereof. Closing of the purchase of the Offered Interest shall occur
as set forth in Section 6.3. Transfer pursuant to the Offer must be made within
sixty (60) days following the expiration of the relevant Transfer Offering
Period and, if the Transfer is not made within such time period, the Offered
Interests shall again become subject to the restrictions of this Agreement.

         6.3. Closing of a Transfer. Closing for the Transfer of Partnership
Rights pursuant to Section 6.2 shall occur within sixty (60) days following
expiration of any relevant Transfer Offering Period and shall take place at the
office of the Partnership at 10:00 a.m. on the date so specified in the written
notice, or at such other time and place as shall be mutually agreeable. At such
closing, the seller must transfer and deliver the Partnership Rights to the
buyer and the buyer shall pay the agreed consideration to the seller. The seller
shall also deliver to the buyer an instrument executed by the seller, warranting
that the Partnership Rights are free and clear of all liens, claims, and
encumbrances of every kind. The seller shall also agree therein to indemnify the
buyer against and to hold it harmless from any loss, cost or damage which it may
incur by reason of the breach of such warranty. Further, in the event that the
seller shall fail to appear at the closing or shall fail to deliver the
certificate or certificates representing the Partnership Rights when required to
do so, or shall otherwise fail to comply with its obligations under this
Agreement, the buyer may thereupon place cash or immediately and available funds
equal to the purchase price in escrow for the seller, whereupon the Partnership
shall be privileged to cancel the seller's Partnership Rights and to treat the
Partnership Rights as having been purchased by the buyer. Such purchase price
shall be released from escrow only upon surrender by the seller of such
certificate or certificates, properly endorsed for transfer, or proof of
destruction or loss thereof satisfactory to the Partnership.

         6.4. Effective Date of Sale. Any valid assignment of a Partner's
Interest and/or Partnership Rights in the Partnership, or part thereof, pursuant
to the provisions of Section 6.1.2. or Section 6.1.3. hereof shall be effective
as of the close of business on the last day of the calendar month in which the
conditions thereto (in the case of a Transfer pursuant to Section 6.1.2. or 6.9
hereof) or the conditions to Transfer (in the case of a Transfer pursuant to
Section 6.1.3. hereof) shall have been satisfied. The Partnership shall, from
the effective date of such assignment, thereafter pay all further distributions
on account of the Interest (or part thereof) so assigned, to the assignee of
such Interest, or part thereof. As between any Partner and its assignee, Profits
and Losses for the fiscal year of the Partnership in which such assignment
occurs shall be apportioned for federal income tax purposes in accordance with
any convention permitted under Section 706(d) of the Code and selected by the
Partners.

         6.5. Transfers to Permitted Transferees. Subject to the restrictions on
transfer contained in Section 6.1, any Partner may, at any time and from time to
time, upon satisfaction of the

                                      -22-
<PAGE>
conditions set forth in this Section 6.5, Transfer to a Permitted Transferee,
all, or any portion of, or any interest or rights in, the Partnership Rights
owned by the Partner. Any such assignee shall not become a Partner without
having first executed an instrument reasonably satisfactory to the other
Partners accepting and agreeing to the terms and conditions of this Agreement,
including a counterpart of this Agreement, and without having paid to the
Partnership a fee sufficient to cover all reasonable expenses of the Partnership
in connection with such assignee's admission as a Partner. If a Partner assigns
all of its Partnership Rights to a Permitted Transferee, and the assignee of
such Partnership Rights is entitled to become a Partner pursuant to this Section
6.5, such assignee shall be admitted to the Partnership effective immediately
prior to the effective date of the assignment, and, immediately following such
admission, the assigning Partner shall cease to be a Partner of the Partnership.
In such event, the Partnership shall not dissolve if the business of the
Partnership is continued without dissolution in accordance with Section 7.3.
hereof.

         6.6. Voluntary Withdrawal. No Partner shall have the right or power to
Voluntarily Withdraw from the Partnership.

         6.7. Involuntary Withdrawal. Immediately upon the occurrence of an
Involuntary Withdrawal, the successor of the Withdrawn Partner shall thereupon
become an Interest Holder but shall not become a Partner without the unanimous
consent of the remaining Partners. If the Partnership is continued as provided
in Section 7.1.4., the successor Interest Holder shall have all the rights of an
Interest Holder but shall not be entitled to receive in liquidation of the
Interest the fair market value of the Partner's Interest as of the date the
Partner involuntarily withdrew from the Partnership.

         6.8. Transfer of Ownership. Notwithstanding anything to the contrary
contained herein, except with respect to the transfer provided for in Section
6.9, no direct or indirect transfer of Partnership Rights may be made such that
the transferee possesses in the aggregate with the interests of all its
affiliates and family members, more than a 49% interest in the Partnership (or
such other interest as specified by a rating agency), unless (i) such transfer
is conditioned upon the delivery of an acceptable non-consolidation opinion to
the holder of the Mortgage Note and to any applicable rating agency concerning,
as applicable, the Partnership, the new transferee and/or their respective
owners, and (ii) the applicable rating agencies confirm that the transfer will
not result in a qualification, withdrawal or downgrade of any securities rating.

         6.9. Transfer from PETS 14 to PETS 15. Notwithstanding anything to the
contrary contained in this Agreement, on or before December 31, 2004, PETS 15
may purchase from PETS 14 up to a 29.999% Interest in the Partnership (the
"Purchased Interest"). The purchase price for the Purchased Interest shall be
29.999% times the sum of (a) the aggregate Capital made to the Partnership by
General Partner, PETS 14 and PETS 15, and (b) of the total acquisition costs
paid by the Partnership in connection with the acquisition of the Property that
was not contributed to the Partnership as a capital contribution(the "PETS 15
Purchase Price"). PETS 15 shall be required to purchase an interest in the
Partnership with a total purchase price equal to 10% of the net proceeds of its
initial public offering of common stock no later than December 31, 2004 but in
no event shall PETS 15 be required to purchase more than the Purchased Interest.

                                      -23-


<PAGE>
Catfish (DE) 14-79, Inc. shall have no right of first refusal with respect to
the purchase of the Purchased Interest. Upon receipt by PETS 14 of the PETS 15
Purchase Price, the Interest purchased shall be automatically transferred to
PETS 15 and, subsequent to such transfer, the books of the partnership shall
reflect the respective ownership of the Partners. No further action or
documentation shall be required to effectuate such transfer, however, within a
reasonable period of time subsequent to the transfer of the Interest, PETS 14
shall deliver to PETS 15 any and all documents required to memorialize the
transfer.

                                    SECTION 7

       DISSOLUTION, LIQUIDATION, CONSOLIDATION, MERGER AND SALE OF ASSETS

      7.1. Events of Dissolution. The Partnership may, upon the unanimous
consent of its Partners, be dissolved and its affairs wound up:

            7.1.1. upon the unanimous written agreement of all of the Partners;
provided, however to the fullest extend permitted by law, the Partners agree to
waive the right to dissolve the Partnership while the Loan remains outstanding.

            7.1.2 upon the expiration of the term set forth in Section 2.4;

            7.1.3. the entry of a decree of judicial dissolution under Section
17-802 of the Act; or

            7.1.4. only after the Loan has been paid in full, upon the
occurrence of an Involuntary Withdrawal of a Partner, unless within 90 days
after the occurrence of the event, all of the remaining Partners agree in
writing to the continuation of the Partnership and to the appointment, if
necessary (in the case of the Involuntary Withdrawal of the General Partner) or
desired, effective as of the date of the occurrence of the event, of one or more
additional Partners of the Partnership.

      7.2. Procedure for Winding Up and Dissolution. In the event that the
Partnership shall be dissolved, the Partnership shall be wound up and liquidated
in accordance with the law and the following provisions:

                  (a) The General Partner shall have authority to wind up the
Partnership affairs and to supervise its liquidation.

                  (b) Upon dissolution, the General Partner shall ensure that an
accounting of all property, assets and liabilities of the Partnership shall be
taken as soon as practicable.

                  (c) Each Partner shall pay to the Partnership all amounts
owing to the Partnership pursuant to any note which may have been executed by
the Partner in favor of the Partnership, together with any other sums required
by law to be paid.


                                      -24-
<PAGE>
                  (d) The assets and property of the Partnership or the proceeds
of any sale thereof, together with contributions received pursuant to the
preceding paragraph shall be applied in the following order:

                        (i) To discharge the debts and liabilities of the
Partnership, other than to the Partners, and the expenses of liquidation and to
establish satisfactory reserves to meet all reasonably anticipated liabilities;
and

                        (ii) To pay to each Partner amounts accrued and owing to
it for loans or other extensions of credit to the Partnership or upon contracts
with the Partnership or upon open account; and

                        (iii) After all allocations have been made pursuant to
Section 4.1 hereof (it being the intent not to restore negative capital
accounts), to distribute the balance in accordance with each Partner's Capital
Account.

            Upon the final distribution of assets to the Partners, each of the
Partners shall be furnished with a statement which sets forth the assets and
liabilities of the Partnership as of the date of the complete liquidation. Upon
compliance by the General Partner with the foregoing distribution plan, the
General Partner shall execute and cause to be filed a certificate of
cancellation of the Partnership and any and all other documents necessary with
respect to termination and cancellation.

            Notwithstanding anything to the contrary, in the event the
Partnership is "liquidated" within the meaning of Treas. Reg. Section
1.704-1(b)(2)(ii)(g), liquidating distributions shall be made pursuant to this
Section 7.2 by the end of the taxable year in which the Partnership is
liquidated, or, if later, within 90 days after the date of such liquidation.
Distributions pursuant to the preceding sentence may be made to a trust for the
purpose of an orderly liquidation of the Partnership by the trust in accordance
with the Act.

      7.3. Continuation of Business. Except as provided in Section 7.1.4. and to
the fullest extent permitted by law, the Partnership shall not be dissolved and
its affairs shall not be wound up upon the occurrence of an event that causes a
Partner to cease to be a Partner of the Partnership, and upon the occurrence of
such an event, the business of the Partnership shall be continued without
dissolution. Notwithstanding anything to the contrary contained in this
Agreement, so long as the Note has not been paid in full and any event occurs
that could result in the dissolution or termination of the Partnership, the vote
of a majority of the remaining Partners shall be sufficient to continue the life
of the Partnership. If the required consent of the remaining Partners to
continue the Partnership is not obtained, the Partnership shall not liquidate
collateral (except as permitted under the transaction documents) without the
consent of the Lender (or securities issued in connection with the Loan). Such
Lender (or securities issued in connection with the Loan) may continue to
exercise all of its rights under the existing security agreements or mortgages,
and may retain the collateral until the debt has been paid in full or otherwise
completely discharged.


                                      -25-
<PAGE>
      7.4. As so long as the Loan is outstanding, the Partnership shall require
the unanimous consent of all Partners to (including that of the General Partner,
which will in turn require the vote of an Independent Director):

            7.4.1. File or consent to the filing of any bankruptcy, insolvency
or reorganization case or proceeding; institute any proceedings under any
applicable insolvency law or otherwise seek any relief under any laws relating
to the relief from debts or the protection of debtors generally;

            7.4.2. Seek or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator, custodian or any similar official for the
Partnership or a substantial portion of its properties;

            7.4.3. Make any assignment for the benefit of the Partnership's
creditors; or

            7.4.4. Take any action in furtherance of any of the foregoing.

The Partnership is prohibited from amending the provisions specified in section
7 herein without the consent of the Lender, or, after the securitization of the
Loan, only if the Partnership receives (i) confirmation from each of the
applicable rating agencies that such amendment would not result in the
qualification, withdrawal or downgrade of any securities rating and (ii)
approval of such amendment by the Lender or its assigns.

                                    SECTION 8

                  BOOKS, RECORDS, ACCOUNTING AND TAX ELECTIONS

      8.1. Accounts. The funds of the Partnership may be deposited in such types
of accounts maintained in the Partnership's name as the General Partner may
determine. The General Partner shall determine the institution or institutions
at which the accounts will be maintained, the types of accounts, and the Persons
who will have authority with respect to the accounts and the funds therein.

      8.2. Books and Records.

            8.2.1. The General Partner shall keep, or cause to be kept, complete
and accurate books and records of the Partnership and supporting documentation
of the transactions with respect to the conduct of the Partnership's business.
The records shall include, but not be limited to, complete and accurate
information regarding the state of the business and financial condition of the
Partnership, a copy of the Certificate of Limited Partnership and this Agreement
and all amendments to the Certificate and this Agreement; a current list of the
names and last known business, residence, or mailing addresses of all Partners;
and the Partnership's federal, state or local tax returns.


                                      -26-
<PAGE>
            8.2.2. The books and records shall be maintained in accordance with
sound accounting principles and practices and shall be available at the
Partnership's principal office for examination by any Partner or the Partner's
duly authorized representative at any and all reasonable times during normal
business hours for any purpose reasonably related to the Partner's interest in
the Partnership.

            8.2.3. Each Partner shall reimburse the Partnership for all costs
and expenses incurred by the Partnership in connection with the Partner's
inspection and copying of the Partnership's books and records.

            8.2.4. The Partnership will maintain its accounts, books and records
separate from any other person or entity.

            8.2.5 The Partnership will maintain its books, records, resolutions
and agreements as official records.

            8.2.6. The Partnership will maintain its financial statements,
accounting records and other entity documents separate from any other person or
entity.

      8.3. Annual Accounting Period. The annual accounting period of the
Partnership shall be its taxable year. The Partnership's taxable year shall be
selected by the Partners, subject to the requirements and limitations of the
Code.

      8.4. Reports. Within seventy-five (75) days after the end of each taxable
year of the Partnership, the General Partner shall cause to be sent to each
Person who was a Partner at any time during the accounting year then ended: (i)
an annual compilation report, prepared by the Partnership's independent
accountants in accordance with standards issued by the American Institute of
Certified Public Accountants; and (ii) a report summarizing the fees and other
remuneration, if any, paid by the Partnership to any Partner or any Affiliate in
respect of the taxable year. In addition, within seventy-five (75) days after
the end of each taxable year of the Partnership, the General Partner shall cause
to be sent to each Person who was an Interest Holder at any time during the
taxable year then ended, that tax information concerning the Partnership which
is necessary for preparing the Interest Holder's income tax returns for that
year.

      8.5. Tax Matters Partner. The General Partner shall be the Partnership's
tax matters partner ("Tax Matters Partner"). The Tax Matters Partner shall have
all powers and responsibilities provided in Code Section 6221, et seq. The Tax
Matters Partner shall keep all Partners informed of all notices from government
taxing authorities which may come to the attention of the Tax Matters Partner.
The Partnership shall pay and be responsible for all reasonable costs and
expenses incurred by the Tax Matters Partner in performing those duties. A
Partner shall be responsible for any costs incurred by the Partner with respect
to any tax audit or tax-related administrative or judicial proceeding against
the Partner, even though the proceeding relates to the Partnership. The Tax
Matters Partner may not compromise any dispute with the Internal Revenue Service
without the approval of the Partners.


                                      -27-
<PAGE>
      8.6. Tax Elections. The General Partner shall have the authority to make
all elections permitted under the Code, including, without limitation, elections
of methods of depreciation and elections under Code Section 754. The decision to
make or not make an election shall be in the sole and absolute discretion of the
General Partner.

                                    SECTION 9

                               GENERAL PROVISIONS

      9.1. Assurances. Each Partner shall execute all such certificates and
other documents and shall do all such filing, recording, publishing and other
acts as appropriate to comply with the requirements of law for the formation and
operation of the Partnership and to comply with any laws, rules and regulations
relating to the acquisition, operation or holding of the property of the
Partnership.

      9.2. Notifications. Any notice, demand, consent, election, offer,
approval, request or other communication (collectively a "Notice") required or
permitted under this Agreement must be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested. Any Notice to be given hereunder by the Partnership may be
given by the General Partner. A Notice must be addressed to a Partner at the
Partner's last known address on the records of the Partnership. A Notice to the
Partnership must be addressed to the Partnership's principal office. A Notice
delivered personally will be deemed given only when acknowledged in writing by
the Person to whom it is delivered. A Notice that is sent by mail will be deemed
given three (3) business days after it is mailed. Any party may designate, by
Notice to all of the others, substitute addresses or addressees for Notices;
and, thereafter, Notices are to be directed to those substitute addresses or
addressees.

      9.3. Specific Performance. The parties recognize that irreparable injury
will result from a breach of any provision of this Agreement, and money damages
will be inadequate to fully remedy the injury. Accordingly, in the event of a
breach or threatened breach of one or more of the provisions of this Agreement,
any party who may be injured (in addition to any other remedies which may be
available to that party) shall be entitled to one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

      9.4. Complete Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement among the Partners. It supersedes all prior
written and oral statements, including any prior representation, statement,
condition or warranty. Except as expressly provided otherwise herein, this
Agreement may not be amended without the written consent of all of the Partners.

      9.5. Applicable Law. All questions concerning the construction, validity
and interpretation of this Agreement and the performance of the obligations
imposed by this


                                      -28-
<PAGE>
Agreement shall be governed by the internal law, not the law of conflicts, of
the State of Delaware, all rights and remedies being governed by said law.

      9.6. Section Titles. The headings herein are inserted only as a matter of
convenience only, and do not define, limit or describe the scope of this
Agreement or the intent of the provisions hereof.

      9.7. Binding Provisions. This Agreement is binding upon, and inures to the
benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors and permitted
assigns.

      9.8. Arbitration, Jurisdiction and Venue. Any dispute involving the
interpretation or application of any provision of this Agreement or any matter
relating to the operation of the Partnership shall be submitted to binding
arbitration in New York, New York or Wilmington, Delaware, in accordance with
the rules of the American Arbitration Association to the extent not inconsistent
with the Delaware Uniform Arbitration Act, 10 Del. Co., Section 5701, et seq.
Any action to compel arbitration or enforce an arbitration award may be brought
in the United States District Court for the District of Delaware or any Delaware
State Court having jurisdiction over the subject matter of the dispute or
matter. All Partners hereby consent to the exercise of personal jurisdiction by
any such court with respect to any such proceeding.

      9.9. Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular and plural, as the identity of the Person
may in the context require.

      9.10. Separability of Provisions. Each provision of this Agreement shall
be considered separable; and if, for any reason, any provision or provisions
herein are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid.

      9.11. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts each of which shall be deemed an original, and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

      9.12. Estoppel Certificate. Each Partner shall, within ten (10) days after
written request by any Partner, deliver to the requesting Person a certificate
stating, to the Partner's knowledge: (a) that this Agreement is in full force
and effect; (b) that this Agreement has not been modified except by any
instrument or instruments identified in the certificate; and (c) there is no
default hereunder by the requesting Person, or if there is a default, the nature
and extent thereof.

      9.13. Indemnity.

            9.13.1. Each Partner (the "Indemnitor") agrees to indemnify and hold
harmless the other Partners and their Affiliates from and against: any and all
liabilities, losses, damages, costs and expenses (including reasonable
attorneys' fees and expenses), suits, claims or


                                      -29-
<PAGE>
judgments (collectively, "Liabilities") arising out of any act or omission of
the Indemnitor or any breach by the Indemnitor of any representation, warranty,
covenant or agreement contained herein. The indemnity obligations of the General
Partner pursuant to this Section 9.13 are subject to the following limitations:
(a) any such indemnity obligation of the General Partner shall be subordinate to
the General Partner's obligations to the Partnership; and (b) any such indemnity
obligation of the General Partner shall be null, void and unenforceable if its
enforcement would cause General Partner to be adjudged bankrupt or insolvent or
would cause there to be entered against the Partner an order for relief in any
bankruptcy or insolvency proceeding.

            9.13.2. Notwithstanding any provision hereof to the contrary, any
indemnification claim against the Partnership arising under this Agreement or
the laws of the state of Delaware shall be fully subordinate to any obligations
of the Partnership to the Lender arising under the Loan Documents evidencing and
executed in conjunction with the Loan, and shall only constitute a claim against
the Partnership to the extent of, and shall be paid by the Partnership in
monthly installments only from, the excess of net operating income for any month
over all amounts then due Lender under the Loan Documents, unless such
obligations are covered by officer's and director's insurance.

      9.14 Effective Date of Agreement. This Agreement shall be effective as of
the date hereof in accordance with Section 17-201(d) of the Act.

      9.15. Conflict. In the event of any inconsistencies or conflict between
the terms of this Agreement and the terms of the Certificate of Limited
Partnership, the terms of the Certificate of Limited Partnership shall govern
and control.


                                      -30-
<PAGE>
      IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to
be executed, under seal, as of the date set forth hereinabove.

                                    GENERAL PARTNER:

                                    CATFISH (DE) QRS 14-79, INC.,
                                    a Delaware corporation

                                    By:  /s/ Benjamin P. Harris
                                       ---------------------------------------
                                          Benjamin P. Harris, Vice President

                                    LIMITED PARTNERS:

                                    PETS 14 (MD), a Maryland business trust

                                    By:   CORPORATE PROPERTY ASSOCIATES
                                          14 INCORPORATED, its beneficial owner



                                          By:  /s/ Benjamin P. Harris
                                             -----------------------------------
                                              Benjamin P. Harris, Vice President

                                    PETS 15 (MD), a Maryland business trust

                                    By:   CORPORATE PROPERTY ASSOCIATES
                                          15 INCORPORATED, its beneficial owner



                                          By:  /s/ Benjamin P. Harris
                                             -----------------------------------
                                              Benjamin P. Harris, Vice President


                                      -31-
<PAGE>
ACCEPTED AS TO THE TRANSFER OF ITS
PARTNERSHIP INTEREST TO PETS 14:

CORPORATE PROPERTY ASSOCIATES
14 INCORPORATED, its beneficial owner



By:  /s/ Benjamin P. Harris
   ---------------------------------------
     Benjamin P. Harris, Vice President

ACCEPTED AS TO THE TRANSFER OF ITS
PARTNERSHIP INTEREST TO PETS 15:

CORPORATE PROPERTY ASSOCIATES
15 INCORPORATED, its beneficial owner


By:  /s/ Benjamin P. Harris
   ---------------------------------------
     Benjamin P. Harris, Vice President


                                      -32-
<PAGE>
                                    EXHIBIT A

                                GOLDFISH (DE) LP
                          LIMITED PARTNERSHIP AGREEMENT

<TABLE>
<CAPTION>
NAME, ADDRESS AND TAXPAYER                    CASH CAPITAL
I.D. NUMBER OF PARTNERS                       CONTRIBUTION          PERCENTAGES
<S>                                          <C>                    <C>
GENERAL PARTNER:

CATFISH (DE) QRS 14-79, INC.                 $   56,932.30                 1%

Registered Office:
   c/o Corporation Service Company
   2711 Centerville Road, Suite 400
   Wilmington, DE  19808

Principal Office:
   c/o W. P. Carey & Co. LLC
   50 Rockefeller Plaza, 2nd Floor
   New York, NY  10020

Taxpayer ID# 52-2353134
</TABLE>


<TABLE>
<S>                                          <C>                    <C>
LIMITED PARTNERS:

PETS 14 (MD)                                 $5,636,241.01            98.999%

Registered Office:
   c/o CSC-Lawyers
   Incorporating Service Co.
   11 E. Chase Street
   Baltimore, Maryland 21202

Principal Office:
   c/o W. P. Carey & Co. LLC
   50 Rockefeller Plaza, 2nd Floor
   New York, NY  10020

LIMITED PARTNERS:

PETS 15 (MD)                                 $      569.32              .001%

Registered Office:
   c/o CSC-Lawyers
   Incorporating Service Co.
   11 E. Chase Street
   Baltimore, Maryland 21202

Principal Office:
   c/o W. P. Carey & Co. LLC
   50 Rockefeller Plaza, 2nd Floor
   New York, NY  10020
</TABLE>