<PAGE>

EXHIBIT 10.9

                    FOURTH AMENDMENT TO AGREEMENT OF LIMITED
            PARTNERSHIP OF CORNERSTONE PROPERTIES LIMITED PARTNERSHIP


         THIS FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
CORNERSTONE PROPERTIES LIMITED PARTNERSHIP (this "AMENDMENT") is made and
entered into as of the 16th of December, 1998, by CORNERSTONE PROPERTIES INC., a
Nevada corporation, as general partner (the "GENERAL PARTNER") of Cornerstone
Properties Limited Partnership (the "PARTNERSHIP"), for itself and on behalf of
the Limited Partners of the Partnership, and the New Partners admitted to the
Partnership pursuant to this Amendment under the following circumstances:

         WHEREAS, the Partnership was formed by the filing of that certain
Certificate of Limited Partnership with the Delaware Secretary of State on
December 23, 1997 and is organized pursuant to the provisions of the Delaware
Revised Uniform Limited Partnership Act and pursuant to that certain Agreement
of Limited Partnership of Cornerstone Properties Limited Partnership, dated as
of December 23, 1997, as amended by First Amendment to Agreement of Limited
Partnership of Cornerstone Properties Limited Partnership, dated as of January
29, 1997 [sic], by Amendment to First Amendment to Agreement of Limited
Partnership of Cornerstone Properties Limited Partnership, dated as of January
29, 1998, by Second Amendment to Agreement of Limited Partnership of Cornerstone
Properties Limited Partnership, dated as of April 28, 1998, and by Third
Amendment to Agreement of Limited Partnership dated as of June 3, 1998 (the
"PARTNERSHIP AGREEMENT");

         WHEREAS, on even date herewith, the parties identified as "New
Partners" on the signature page hereto (the "NEW PARTNERS") have made Capital
Contributions to the Partnership in exchange for an aggregate of 16,213,009
Class A Partnership Common Units of limited partnership interest in the
Partnership;

         WHEREAS, each New Partner desires to become a party to the Partnership
Agreement as a Limited Partner and to be bound by all terms, conditions and
other provisions of this Amendment and the Partnership Agreement; and

         WHEREAS, the parties desire to amend the Partnership Agreement to
reflect the admission of each New Partner as an Additional Limited Partner and
holder of a certain number of Units and certain other matters as herein
provided;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1.    DEFINITIONS. The terms used in this Amendment with an initial
capital letter or letters shall have the same meanings in this Amendment as the
meanings ascribed thereto in the Partnership Agreement.

         2.    ADMISSION OF NEW PARTNERS. Each New Partner is hereby admitted as
an Additional Limited Partner in accordance with Section 12.2 of the Partnership
Agreement holding such number of Units as is set forth on EXHIBIT A. Each New
Partner hereby agrees to become a party to the Partnership Agreement as a
Limited Partner and to be bound by all the terms, conditions and other
provisions of the Partnership Agreement, including but not limited to the power
of attorney set forth in Section 2.4 of the Partnership Agreement. Pursuant to
Section 12.2.B of the Partnership Agreement, the General Partner hereby consents
to the admission of each New Partner as an Additional Limited Partner of the
Partnership. The admission of each New Partner shall become effective as of the
date of this Amendment, which shall also be the date on which the name of each
New Partner is recorded on the books and records of the Partnership.

         3.    RESTATEMENT OF EXHIBIT A. EXHIBIT A to the Partnership Agreement
is hereby amended and restated by replacing EXHIBIT A with EXHIBIT A attached to
this Amendment.


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         4.    EXTRAORDINARY TRANSACTION. Section 1 of the Partnership Agreement
is hereby amended by deleting clause (i) of the definition of "Extraordinary
Transaction" in its entirety and substituting the following in its place:

                    "(i) a merger (including a triangular merger), consolidation
               or other combination into another Person if, as the result of
               which, the Company is not the surviving Person, unless such
               merger (including a triangular merger), consolidation or other
               combination into such other Person where the Company is not the
               surving Person is effected solely to change the domicile or state
               of incorporation of the Company;"

         5.    VALUE. Section 1 of the Partnership Agreement is hereby amended
by deleting the definition of "Value" in its entirety and substituting the
following in its place:

                    "VALUE" means, with respect to a REIT Share, the average of
               the daily market price for the ten (10) consecutive trading days
               immediately preceding the Valuation Date. The Market for each
               such trading day shall be: (i) if the REIT Shares are listed or
               admitted to trading on the New York Stock Exchange ("NYSE"), the
               closing price on the NYSE on such day, or if no such sale takes
               place on such day, the average of the closing bid and asked
               prices, regular way, on such day; (ii) if the REIT Shares are not
               listed on the NYSE but are listed or admitted to trading on any
               other securities exchange or the Nasdaq National Market System,
               the General Partner shall designate one of such exchanges or the
               Nasdaq National Market System, and the market price shall be the
               closing price on such exchange so designated by the General
               Partner on such day, or if no such sale takes place on such day,
               the average of the closing bid and asked prices on such day;
               (iii) if the REIT Shares are not listed or admitted to trading on
               any securities exchange or the Nasdaq National Market System, the
               last reported sale price on such day or, if no sale takes place
               on such day, the average of the closing bid and asked prices on
               such day, as reported by a reliable quotation source designated
               by the General Partner; or (iv) if the REIT Shares are not listed
               or admitted to trading on any securities exchange or the Nasdaq
               National Market System and no such last reported sale price or
               closing bid and asked prices are available, the average of the
               reported high bid and low asked prices on such day, as reported
               by a reliable quotation source designated by the General Partner,
               or if there shall be no bid and asked prices on such day, the
               average of the high bid and low asked prices, as so reported, on
               the most recent day (not more than ten (10) days prior to the
               date in question) for which prices have been so reported,
               PROVIDED that if there are no bid and asked prices reported
               during the ten (10) days prior to the date in question, the Value
               of the REIT Shares shall be determined by the General Partner
               acting in good faith on the basis of such quotations and other
               information as it considers, in its reasonable judgment,
               appropriate. In the event the REIT Shares Amount includes Rights,
               then the Value of such Rights shall be determined by the General
               Partner acting in good faith on the basis of such quotations and
               other information as it considers, in its reasonable judgment,
               appropriate, PROVIDED that the Value of any Rights issued
               pursuant to a 'Shareholder Rights Plan' shall be deemed to have
               no value unless a 'triggering event' shall have occurred (I.E.,
               if the Rights issued pursuant thereto are no longer 'attached' to
               the REIT Shares and are able to trade independently)."

         6.    TERM. Section 2.5 of the Partnership Agreement is hereby amended
by inserting the following immediately following the date "December 31, 2096,":


                                      -2-
<PAGE>

               ". . . unless the General Partner, in its sole and absolute
               discretion, and on as many occasions as the General Partner may
               elect, extends such date by written notice to the Limited
               Partners given prior to such date, or . . ."

         7.    DISTRIBUTIONS. Section 5.1 of the Partnership Agreement is hereby
deleted in its entirety and the following substituted in its place:

         "SECTION 5.1   REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS

                  The General Partner shall cause the Partnership to distribute
         at least quarterly all or a portion of Available Cash generated by the
         Partnership during such quarter or shorter period, in such amounts as
         the General Partner shall determine in its sole and absolute
         discretion; PROVIDED, HOWEVER, that all such distributions shall be
         made to the Partners who are Partners on the Partnership Record Date
         with respect to such quarter or shorter period in the following order:

                  (1)   first, at the time and in the manner set forth in the
         applicable Partnership Unit Designation, to each holder of Partnership
         Interests of a class or series that is entitled to a preference in
         distribution, in accordance with the rights of such class or series of
         Partnership Interests (and, within such class or series, pro rata in
         proportion to the respective Partnership Interests on such Partnership
         Record Date); and

                  (2)   second, to the extent the amount of Available Cash which
         the General Partner has determined to distribute exceeds the amount
         required for payment of any preference in distribution under the
         foregoing clause (1), such excess shall be distributed to the holders
         of Partnership Interests that are not entitled to any preference in
         distribution, pro rata to each class or series in accordance with the
         terms of such class or series (and within each class or series pro rata
         in proportion to their respective Percentage Interests on such
         Partnership Record Date).

                  Unless otherwise expressly provided for herein or in an
         agreement at the time a new class or series of Partnership Interests is
         created in accordance with ARTICLE 4, no Partnership Interest shall be
         entitled to a distribution in preference to any other Partnership
         Interests. Unless otherwise specifically agreed to by the General
         Partner, distributions payable with respect to any Partnership Units
         that were not outstanding during the entire quarterly or shorter period
         in respect of which distribution is made shall be prorated based on the
         portion of the period that such Units were outstanding. Notwithstanding
         anything to the contrary contained herein, in no event shall a Partner
         receive a distribution out of Available Cash with respect to a
         Partnership Unit if such Partner is entitled to receive a distribution
         out of such Available Cash with respect to a REIT Share for which such
         Partnership Unit has been exchanged or redeemed.

                  The General Partner shall take such reasonable efforts, as
         determined by it in its sole and absolute discretion and consistent
         with the Company's qualification as a REIT, to distribute Available
         Cash (a) to the Limited Partners so as to preclude any such
         distribution or portion thereof from being treated as part of a sale of
         property to the Partnership by a Limited Partner under Section 707 of
         the Code or the Regulations thereunder; PROVIDED that the General
         Partner and the Partnership shall not have liability to a Limited
         Partner under any circumstances as a result of any distribution to a
         Limited Partner being so treated and (b) to the Company in amounts
         sufficient to enable the Company to pay shareholder dividends that will
         (1) satisfy the requirements for qualifying or reelecting as a REIT
         under the Code and Regulations and (2) avoid any federal income or
         excise tax liability for the Company; PROVIDED, HOWEVER, that the
         General Partner may in its sole discretion from time to time elect not
         to cause the Partnership to distribute sufficient amounts to enable the
         Company to pay shareholder dividends that will avoid any federal income
         or excise tax liability of the Company so long as to do so would not be
         disadvantageous to the Limited Partners. Except as set forth in the
         immediately preceding sentence, nothing contained herein shall require
         the General Partner to cause the Partnership to distribute any
         particular portion of Available Cash. The Partners acknowledge that the
         Partnership expects in the future to undertake the construction and
         development of property, to acquire additional property through
         purchase for cash, debt and equity 


                                      -3-
<PAGE>

         securities, issuance of indebtedness, merger or other means, to make
         other investments utilizing, inter alia, income and gain of the
         Partnership, and to establish reserves for the purpose of making such
         future expenditures, thereby reducing the amounts of Available Cash
         that would otherwise be available for distribution to the Partners."

         8.    DEFICIT MAKE-UP; TAX ALLOCATIONS. The Partnership Agreement is
hereby amended in the following respects:

               (a)  A new Section 6.1.E is hereby added to the Partnership
         Agreement immediately following Section 6.1.D thereof as follows:

                    "E.  ELECTION TO UNDERTAKE DEFICIT RESTORATION LIABILITY. A
               Limited Partner who wishes to bear the economic risk of loss as
               to a portion of the Partnership's recourse indebtedness by
               undertaking the obligation to restore a portion of its negative
               Capital Account balance upon liquidation of such Partner's
               interest in the Partnership, as provided in SECTION 13.3 hereof,
               shall provide a written notice to the General Partner specifying
               the dollar amount of recourse debt of the Partnership as to which
               such Limited Partner agrees to bear the economic risk of loss by
               undertaking a deficit capital account restoration obligation of
               the same amount (the "RECOURSE DEBT AMOUNT"). The total of such
               dollar amounts elected by all Limited Partners shall equal the
               "AGGREGATE RECOURSE DEBT AMOUNT" and shall be set forth on
               EXHIBIT E, as amended from time to time. Such election shall
               become effective upon the receipt thereof by the General Partner
               unless the General Partner reasonably determines, based on the
               advice of its tax advisors and after consulting with the Limited
               Partner and its tax advisors, that the amount specified in a
               Limited Partner's election substantially exceeds the amount
               necessary to cause the Limited Partner to be allocated sufficient
               Partnership debt under Section 752 of the Code (taking into
               account the effect of anticipated reductions in Partnership debt
               on such Partner's allocable share of debt) to cover such
               Partner's negative tax capital account and reasonably projected
               changes therein. Upon becoming effective, such election shall be
               irrevocable, cannot be reduced, and shall be binding upon
               successive transferees of the Limited Partner except as provided
               in the final paragraph of SECTION 13.3 hereof."

               (b)  Paragraphs (4) and (5) of Section 6.1.B of the Partnership
         Agreement are hereby deleted in their entirety and the following
         substituted in their place:

                    "(4) Fourth, to the General Partner until the General
                         Partner's Adjusted Capital Account Deficit is equal to
                         the excess, if any, of the aggregate recourse
                         liabilities of the Partnership at the end of the fiscal
                         year for which such allocation is being made over the
                         Aggregate Recourse Debt Amount as set forth on EXHIBIT
                         E, as appropriately amended from time to time;

                    (5)  Fifth, to the Limited Partners listed on EXHIBIT E in
                         proportion to their respective `Recourse Debt
                         Percentages' (such percentages being derived, in the
                         case of each Limited Partner, by dividing such Limited
                         Partner's Recourse Debt Amount by the Aggregate
                         Recourse Debt Amount), until the sum of such Limited
                         Partners' Adjusted Capital Account Deficits equals the
                         Aggregate Recourse Debt Amount; and"

               (c)  Section 1 of the Partnership Agreement is hereby amended by
         deleting the definition of "RECOURSE DEBT AMOUNT" in its entirety and
         adding new definitions of "RECOURSE DEBT AMOUNT" and "AGGREGATE
         RECOURSE DEBT AMOUNT" as follows:

                    "AGGREGATE RECOURSE DEBT AMOUNT" has the meaning set forth
                    in SECTION 6.1.E."

                    "RECOURSE DEBT AMOUNT" has the meaning set forth in SECTION
                    6.1.E."


                                      -4-
<PAGE>

               (d)  Exhibit E of the Partnership Agreement is hereby amended by
         adding the phrase "(Aggregate Recourse Debt Amount)" immediately after
         the word "Total."

         9.    GENERAL PARTNER ACTION TO MAINTAIN REIT STATUS OR AVOID TAXATION
OF COMPANY. Section 7.9.D of the Partnership Agreement is hereby amended by
deleting clause (iii) thereof in its entirety and substituting the following in
its place:

               ". . . (iii) to ensure that the Partnership at all times
         satisfies the 90% qualifying income exception of Section 7704(c) of
         the Code, unless the Partnership obtains an opinion of counsel to the
         effect that the Partnership is not properly classified as a `publicly
         traded partnership' under Section 7704(b) of the Code, is expressly
         authorized under this Agreement and is deemed approved by all of the
         Limited Partners. . . ."

         10.   REDEMPTION RIGHT. The first sentence of Section 8.6.A is hereby
amended to read as follows:

               "A. GENERAL. Subject to SECTION 8.6.B and 8.6.C, at any time
         (i) on or after the day following the first (1st) anniversary of the
         date of issuance of a Partnership Unit to a Limited Partner pursuant to
         ARTICLE 4, or, in the case of Partnership Units issued to an Additional
         Limited Partner admitted to the Partnership pursuant to the Fourth
         Amendment to Agreement of Limited Partnership of the Partnership dated
         as of December 16, 1998, at any time on or after the day following the
         first to occur of (a) the first (1st) anniversary of the date of
         issuance of a Partnership Unit to such Limited Partner pursuant to
         ARTICLE 4, or (b) a "CHANGE IN CONTROL" of the Company (as such term is
         defined in the Registration Rights and Lock-up Agreement, dated as of
         the date of this Amendment, by and among the Company and the parties
         set forth in Exhibit A thereto), or (ii) on or after such date prior to
         the date determined in accordance with the foregoing clause (i) as the
         General Partner, in its sole and absolute discretion, designates with
         respect to any Units then outstanding, each Limited Partner (other than
         the Company) shall have the right (the "REDEMPTION RIGHT") to require
         the Partnership to redeem on a Special Redemption Date all or a portion
         of the Partnership Units held by such Limited Partner at a redemption
         price per Unit equal to and in the form of the Cash Amount to be paid
         by the Partnership."

         11.   TAX-EXEMPT LIMITED PARTNERS. A new Section 10.6 is hereby added
to the Partnership Agreement immediately following Section 10.5 as follows:

         "SECTION 10.6     NOTIFICATION OF TAX-EXEMPT STATUS

               Any Limited Partner that is a tax-exempt organization shall, upon
         its admission to the Partnership, notify the Partnership of such
         status, the provision of the Code under which such Limited Partner
         claims tax-exempt status and whether the Limited Partner is a
         'qualified organization' under Section 514(c)(9)(C) of the Code, and
         shall promptly notify the Partnership of any change in such status."

         12.   TRANSFER RESTRICTIONS. Section 11.3.D of the Partnership
Agreement is hereby amended in the following respects:

               (A) Section 11.3.D of the Partnership Agreement is hereby amended
         by inserting the following at the end of clause (i) thereof:

               ". . . PROVIDED, HOWEVER, that the General Partner may, in its
         sole discretion, waive such restriction on proposed transfers that
         cause a tax termination of the Partnership if the General Partner
         otherwise determines that such transfers are in the best interest of
         the Partnership; . . ."

               (B) Section 11.3.D of the Partnership Agreement is hereby amended
         by inserting the following at the end of clause (iii) thereof:


                                      -5-
<PAGE>

               ". . . PROVIDED, HOWEVER, that the foregoing restriction shall
         not prohibit a transfer in connection with the exercise of a Limited
         Partner's Redemption Right; . . ."

               (C) Section 11.3.D of the Partnership Agreement is hereby amended
         by adding a new clause (vii) as follows:

               ". . . ; or (vii) such transfer would cause the Partnership or
         the Company to be treated as deriving rents from a related party
         tenant described in Section 856(d)(2)(B) of the Code, taking into
         account the applicable constructive ownership rules. . "

         13.   COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS. Section 13.3
of the Partnership Agreement is hereby amended and restated in its entirety as
follows:

         "SECTION 13.3     COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS

               In the event the Partnership is "liquidated" within the meaning
         of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), distributions
         shall be made pursuant to this ARTICLE 13 to the General Partner and
         Limited Partners who have positive Capital Accounts in compliance with
         Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2). In that event,
         (i) if the General Partner has a deficit balance in its Capital
         Account (after giving effect to all contributions, distributions and
         allocations for all Partnership Years or portions thereof, including
         the year during which such liquidation occurs), the General Partner
         shall contribute to the capital of the Partnership the amount
         necessary to restore such deficit balance to zero in compliance with
         Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3); and (ii) if any
         Limited Partner has a deficit balance in its Capital Account (after
         giving effect to all contributions, distributions and allocations for
         all Partnership Years or portions thereof, including the year during
         which such liquidation occurs) and has been allocated a Limited
         Partner Recourse Debt Percentage, each such Limited Partner shall be
         obligated to contribute cash to the capital of the Partnership in an
         amount equal to the lesser of (A) the amount required to increase its
         Capital Account balance as of such date to zero or (B) such Limited
         Partner's Recourse Debt Amount. Any such contribution required of a
         Partner hereunder shall be made on or before the later of (i) the end
         of the Partnership Year in which the interest of such Partner is
         liquidated or (ii) the ninetieth (90th) day following the date of such
         liquidation. Notwithstanding any provision hereof to the contrary, all
         amounts so contributed by a Limited Partner to the capital of the
         Partnership shall, upon liquidation of the Partnership under ARTICLE
         13, be paid only to any then creditors of the Partnership, including
         Partners that are Partnership creditors (in the order provided in
         SECTION 13.2), and shall not be distributed to the other Partners then
         having positive balances in their respective Capital Accounts.

               If a Limited Partner's interest in the Partnership is
         "liquidated" within the meaning of Treasury Regulations Section
         1.704-1(b)(2)(ii)(g) (other than in connection with a liquidation of
         the Partnership), which term shall include a redemption by the
         Partnership of such Limited Partner's interest upon exercise of a
         Redemption Right, then the Limited Partner shall be required to
         contribute cash to the capital of the Partnership equal to the lesser
         of (i) the amount required to increase its Capital Account balance as
         of such date to zero, or (ii) such Limited Partner's Recourse Debt
         Amount. For this purpose, (i) the Limited Partner's deficit Capital
         Account shall be determined by taking into account all contributions,
         distributions and allocations for the portion of the Partnership Year
         ending on the date of the liquidation or redemption, and (ii) solely
         for purposes of determining such Limited Partner's Capital Account
         balance, the General Partner shall redetermine the Carrying Value of
         the Partnership's assets on such date based on the principles set
         forth in SECTION 1.D(3) and (4) of EXHIBIT B hereto, and shall take
         into account the Limited Partner's allocable share of any Unrealized
         Gain or Unrealized Loss resulting from such redetermination in
         determining the balance of its Capital Account. The amount of any
         payment required hereunder shall be due and payable within the time
         periods specified in the penultimate sentence of the preceding
         paragraph.

               After the death of a Limited Partner, the executor of the estate
         of such Limited Partner may elect to reduce (or eliminate) the deficit
         Capital Account restoration obligation of such Limited Partner
         pursuant to this SECTION 13.3. Such elections may be made by such
         executor by delivering to the General Partner 


                                      -6-
<PAGE>

         within two hundred seventy (270) days of the death of such Limited
         Partner a written notice setting forth the maximum deficit balance in
         its Capital Account that such executor agrees to restore under SECTION
         13.3, if any. If such executor does not make a timely election
         pursuant to this SECTION 13.3 (whether or not the balance in its
         Capital Account is negative at such time), then such Limited Partner's
         estate (and the beneficiaries thereof who receive distributions of
         Partnership Interests therefrom) shall be deemed to have a deficit
         Capital Account restoration obligation as set forth pursuant to the
         terms of SECTION 13.3. Any Limited Partner which is itself a
         partnership may likewise elect, after the date of its respective
         partner's death, to reduce (or eliminate) its deficit Capital Account
         restoration obligation pursuant to SECTION 13.3 by delivering a
         similar written notice to the General Partner within the time period
         specified herein. Any such partnership that does not make any such
         timely election shall similarly be deemed to have a deficit Capital
         Account restoration obligation as set forth pursuant to the terms of
         SECTION 13.3."

         14.   ALLOCATION OF NONRECOURSE DEDUCTIONS. Section 1.D of Exhibit C to
the Partnership Agreement is hereby amended by inserting the words ". . .in the
Partnership . . . " at the end of the first sentence thereof.

         15.   MISCELLANEOUS. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
The Partners hereby ratify and confirm the Partnership Agreement, as amended by
this Amendment. This Amendment shall be governed by and construed in conformity
with the laws of the State of Delaware. This Amendment may be executed in
counterparts, each of which shall be an original, and all of which shall
constitute one and the same instrument.

                                        CORNERSTONE PROPERTIES INC.


                                        By: /s/ Rodney C. Dimock
                                           ----------------------------
                                             Rodney C. Dimock
                                             Chief Operating Officer

                                        By: /s/ Thomas A. Nye
                                           ----------------------------
                                             Thomas A. Nye
                                             Vice President


                                      -7-
<PAGE>

Alameda Associates
Boron Westcoast B.V.
201 California Inc.
C.L. Peck Contractor
Commerce Way Associates
The Congress Group, Inc.
DFS Holdings LLC
Elohssa Realty Limited Partnership
David A. Gardner
Myron Levin
Steven Levin
Memeno - 1789 Corporation
Noro-Hibernia Holding B.V.
Noro-Palisades Holding Company B.V.
Noro-Wilshire Holding Company B.V.
Palisades Associates
Peck California/Front Associates
Marla Pierson
Arvin Rieger
Terry Levin Smith
William L. Tooley
Tooley California/Front Associates
Wynken Corp.
Corpro Real Estate Management, Inc.

BY:                CORNERSTONE PROPERTIES INC.,
                   pursuant to the Consent of the Limited Partners approving the
                   amendment of the Partnership Agreement as set forth in the 
                   Amendment


                   By: /s/ Rodney C. Dimock
                      ----------------------------
                        Rodney C. Dimock
                        Chief Operating Officer

                   By: /s/ Thomas A. Nye
                      ----------------------------
                        Thomas A. Nye
                        Vice President


                                      -8-
<PAGE>

                 The "New Partners" set forth on Schedule 1

                 By: WW Holdings, LLC a California limited liability company,
                     as attorney-in-fact pursuant to separate powers of attorney

                 By: /s/ Lee Van Boven
                    ----------------------------
                 Name:  Lee Van Boven
                 Title: Manager


                                      -9-