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                                                                  Exhibit 10.118

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   CORNERSTONE PROPERTIES LIMITED PARTNERSHIP


                                December 23, 1997


IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION, THE PARTNERSHIP INTERESTS
BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. ACCORDINGLY, NO
PARTNERSHIP INTEREST MAY BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE, AND
UNLESS THE OTHER TRANSFER RESTRICTIONS CONTAINED HEREIN HAVE BEEN SATISFIED.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

                                TABLE OF CONTENTS

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ARTICLE 1 - DEFINED TERMS

ARTICLE 2 - ORGANIZATIONAL MATTERS
    Section 2.1   Formation...................................................14
    Section 2.2   Name........................................................14
    Section 2.3   Registered Office and Agent; Principal Office...............14
    Section 2.4   Power of Attorney...........................................15
    Section 2.5   Term........................................................16

ARTICLE 3 - PURPOSE
    Section 3.1   Purpose and Business........................................16
    Section 3.2   Powers......................................................17

ARTICLE 4 - CAPITAL CONTRIBUTIONS
    Section 4.1   Capital Contributions of the Partners.......................17
    Section 4.2   Issuances of Additional Partnership Interests...............18
    Section 4.3   Contribution of Proceeds of Issuance of REIT Shares.........20
    Section 4.4   Conversion or Redemption of Preferred Shares................20
    Section 4.5   No Preemptive Rights........................................21
    Section 4.6   Other Contribution Provisions...............................21
    Section 4.7   No Interest on Capital......................................21

ARTICLE 5 - DISTRIBUTIONS
    Section 5.1   Requirement and Characterization of Distributions...........21
    Section 5.2   Amounts Withheld............................................22
    Section 5.3   Distributions upon Liquidation..............................22
    Section 5.4   Revisions to Reflect Issuance of Additional Partnership
                  Interests...................................................22

ARTICLE 6 - ALLOCATIONS
    Section 6.1   Allocations for Capital Account Purposes....................23
    Section 6.2   Revisions to Allocations to Reflect Issuance of Additional
                  Partnership Interests.......................................24

ARTICLE 7 - MANAGEMENT AND OPERATIONS OF BUSINESS
    Section 7.1   Management..................................................24
    Section 7.2   Certificate of Limited Partnership..........................29
    Section 7.3   Restrictions on General Partner Authority...................29
    Section 7.4   Reimbursement of the General Partner and the Company;
                  DRIP's and Repurchase Programs..............................30
    Section 7.5   Outside Activities of the General Partner...................31
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                                       ii


                                                                            Page
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    Section 7.6   Contracts with Affiliates...................................31
    Section 7.7   Indemnification.............................................32
    Section 7.8   Liability of the General Partner............................34
    Section 7.9   Other Matters Concerning the General Partner................35
    Section 7.10  Title to Partnership Assets.................................35
    Section 7.11  Reliance by Third Parties...................................36

ARTICLE 8 - RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
    Section 8.1   Limitation of Liability.....................................36
    Section 8.2   Management of Business......................................37
    Section 8.3   Outside Activities of Limited Partners......................37
    Section 8.4   Return of Capital...........................................37
    Section 8.5   Rights of Limited Partners Relating to the Partnership......38
    Section 8.6   Redemption Right............................................39

ARTICLE 9 - BOOKS, RECORDS, ACCOUNTING AND REPORTS
    Section 9.1   Records and Accounting......................................40
    Section 9.2   Fiscal Year.................................................41
    Section 9.3   Reports.....................................................41

ARTICLE 10 - TAX MATTERS
    Section 10.1  Preparation of Tax Returns..................................41
    Section 10.2  Tax Elections...............................................41
    Section 10.3  Tax Matters Partner.........................................42
    Section 10.4  Organizational Expenses.....................................43
    Section 10.5  Withholding.................................................43

ARTICLE 11 - TRANSFERS AND WITHDRAWALS
    Section 11.1  Transfer....................................................44
    Section 11.2  Transfer of the Company's General Partner Interest
                  and Limited Partner Interest; Extraordinary Transactions....45
    Section 11.3  Limited Partners' Rights to Transfer........................47
    Section 11.4  Substituted Limited Partners................................48
    Section 11.5  Assignees...................................................49
    Section 11.6  General Provisions..........................................49

ARTICLE 12 - ADMISSION OF PARTNERS
    Section 12.1  Admission of Successor General Partner......................50
    Section 12.2  Admission of Additional Limited Partners....................50
    Section 12.3  Amendment of Agreement and Certificate of Limited
                  Partnership.................................................51
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                                      iii


                                                                            Page
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ARTICLE 13 - DISSOLUTION, LIQUIDATION TERMINATION
    Section 13.1  Dissolution.................................................51
    Section 13.2  Winding Up..................................................52
    Section 13.3  Compliance with Timing Requirements of Regulations..........54
    Section 13.4  Rights of Limited Partners..................................55
    Section 13.5  Notice of Dissolution.......................................55
    Section 13.6  Termination of Partnership and Cancellation of
                  Certificate of Limited Partnership..........................55
    Section 13.7  Reasonable Time for Winding-Up..............................55
    Section 13.8  Waiver of Partition.........................................56

ARTICLE 14 - AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
    Section 14.1  Amendments..................................................56
    Section 14.2  Meetings of the Partners....................................58

ARTICLE 15 - PROVISIONS
    Section 15.1  Addresses and Notice........................................59
    Section 15.2  Titles and Captions.........................................59
    Section 15.3  Pronouns and Plurals........................................59
    Section 15.4  Further Action..............................................59
    Section 15.5  Binding Effect..............................................59
    Section 15.6  Creditors; Other Third Parties..............................59
    Section 15.7  Waiver......................................................60
    Section 15.8  Counterparts................................................60
    Section 15.9  Applicable Law..............................................60
    Section 15.10 Invalidity of Provisions....................................60
    Section 15.11 Entire Agreement............................................60
    Section 15.12 No Rights as Shareholders...................................61
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                                       iv


EXHIBITS

Exhibit A - Partners Contributions and Partnership Interests
Exhibit B - Capital Account Maintenance
Exhibit C - Special Allocation Rules
Exhibit D - Notice of Redemption
Exhibit E - Recourse Debt Level Schedule
Exhibit F - Partnership Unit Designation for Class A Partnership Preferred Units
<PAGE>

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   CORNERSTONE PROPERTIES LIMITED PARTNERSHIP

      THIS AGREEMENT OF LIMITED PARTNERSHIP OF CORNERSTONE PROPERTIES LIMITED
PARTNERSHIP (this "Agreement"), dated as of December 23, 1997, is entered into
by and among Cornerstone Properties Inc., a Nevada corporation (the "Company"),
and the Persons (as defined below) whose names are set forth on Exhibit A (as it
may be amended from time to time).

                                   WITNESSETH:

      WHEREAS, the Company and the Persons whose names are set forth on Exhibit
A, desire to form a limited partnership under the laws of the State of Delaware;
and

      WHEREAS, the Company and the Persons whose names are set forth on Exhibit
A, will make certain capital contributions to this partnership;

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto form Cornerstone Properties Limited
Partnership, a Delaware limited partnership (the "Partnership"), and do hereby
agree as follows:

                                    ARTICLE 1
                                  DEFINED TERMS

      The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

      "Act" means the Delaware Revised Uniform Limited Partnership Act, as it
may be amended from time to time, and any successor to such statute.

      "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Sections 4.2 and 12.2 and who is shown as such on
the books and records of the Partnership.

      "Adjusted Capital Account" means the Capital Account maintained for each
Partner as of the end of each Partnership taxable year (i) increased by any
amounts which such Partner is obligated to restore pursuant to any provision of
this Agreement or is deemed to be obligated to restore pursuant to the
penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5);
and (ii) decreased by the items described in Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The
foregoing definition
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                                        2


of Adjusted Capital Account is intended to comply with the provisions of
Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.

      "Adjusted Capital Account Deficit" means, with respect to any Partner, the
deficit balance, if any, in such Partner's Adjusted Capital Account as of the
end of the relevant Partnership taxable year.

      "Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Exhibit B.

      "Adjustment Date" has the meaning set forth in Section 4.2.C.

      "Affiliate" means, with respect to any Person, (i) any Person directly or
indirectly controlling, controlled by or under common control with such Person;
(ii) any Person owning or controlling ten percent (10%) or more of the
outstanding voting interests of such Person; (iii) any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests; or
(iv) any officer, director, general partner or trustee of such Person or of any
Person referred to in clauses (i), (ii) and (iii) above. For purposes of this
definition, "control," when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agreed Value" means (i) in the case of any Contributed Property as of the
time of its contribution to the Partnership, the 704(c) Value of such property,
reduced by any liabilities either assumed by the Partnership upon such
contribution or to which such property is subject when contributed, and (ii) in
the case of any property distributed to a Partner by the Partnership, the
Partnership's Carrying Value of such property at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner upon
such distribution or to which such property is subject at the time such property
is distributed as determined under Section 752 of the Code and the Regulations
thereunder. The aggregate Agreed Value of the Contributed Property contributed
or deemed contributed by each Partner as of the date hereof is as set forth in
Exhibit A.

      "Agreement" means this Agreement of Limited Partnership, as it may be
amended, supplemented or restated from time to time.

      "Assignee" means a Person to whom one or more Partnership Units have been
transferred in a manner permitted under this Agreement, but who has not become a
Substituted Limited Partner, and who has the rights set forth in Section 11.5.

      "Available Cash" means, with respect to any period for which such
calculation is being made, (i) the sum of:
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                                        3


            (a) the Partnership's Net Income or Net Loss (as the case may be,
      with Net Loss shown as a negative number) for such period;

            (b) Depreciation and all other noncash charges deducted in
      determining Net Income or Net Loss for such period;

            (c) the amount of any reduction in the reserves of the Partnership
      referred to in clause (ii)(f) below (including, without limitation,
      reductions resulting because the General Partner determines such amounts
      are no longer necessary);

            (d) the excess of proceeds from the sale, exchange, disposition, or
      refinancing of Partnership property for such period over the gain
      recognized from the sale, exchange, disposition, or refinancing of
      Partnership property during such period (excluding Terminating Capital
      Transactions); and

            (e) all other cash received by the Partnership for such period that
      was not included in determining Net Income or Net Loss for such period
      (including any cash items of income or gain specially allocated pursuant
      to Section 1.A. through Section 1.G. of Exhibit C);

      (ii) less the sum of:

            (a) all principal debt payments made by the Partnership during such
      period;

            (b) capital expenditures made by the Partnership during such period;

            (c) investments made by the Partnership during such period in any
      entity (including loans made thereto) to the extent that such investments
      are not otherwise described in clause (ii)(a) or (ii)(b);

            (d) all other expenditures and payments not deducted in determining
      Net Income or Net Loss for such period (including any cash items of loss
      or deduction specially allocated pursuant to Section 1.A. through 1.G. of
      Exhibit C);

            (e) any amount included in determining Net Income or Net Loss for
      such period that was not received or disbursed by the Partnership during
      such period;

            (f) the amount of any increase in reserves during such period which
      the General Partner determines to be necessary or appropriate in its sole
      and absolute discretion; and
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                                       4


            (g) the amount of any working capital accounts and other cash or
      similar balances which the General Partner determines to be necessary or
      appropriate in its sole and absolute discretion.

      Notwithstanding the foregoing, Available Cash shall not include any cash
received or reductions in reserves, or take into account any disbursements made
or reserves established, after commencement of the dissolution and liquidation
of the Partnership.

      "Book-Tax Disparities" means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all of
its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to Exhibit B and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

      "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.

      "Capital Account" means the Capital Account maintained for a Partner
pursuant to Exhibit B.

      "Capital Contribution" means, with respect to any Partner, any cash, cash
equivalents or the Agreed Value of Contributed Property which such Partner
contributes or is deemed to contribute to the Partnership pursuant to Sections
4.1, 4.2, or 4.3.

      "Carrying Value" means (i) with respect to a Contributed Property or
Adjusted Property, the 704(c) Value of such property, reduced (but not below
zero) by all Depreciation with respect to such Contributed Property or Adjusted
Property, as the case may be, charged to the Partners' Capital Accounts
following the contribution of or adjustment with respect to such Property; and
(ii) with respect to any other Partnership property, the adjusted basis of such
property for federal income tax purposes, all as of the time of determination.
The Carrying Value of any property shall be adjusted from time to time in
accordance with Exhibit B, and to reflect changes, additions or other
adjustments to the Carrying Value for dispositions and acquisitions of
Partnership properties, as deemed appropriate by the General Partner.

      "Cash Amount" means an amount of cash per Partnership Unit equal to the
Value on the Valuation Date of the REIT Shares Amount.

      "Certificate of Incorporation" means the Certificate of Incorporation or
other organizational document governing the General Partner, as amended or
restated from time to time.
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                                       5


      "Certificate of Limited Partnership" means the Certificate of Limited
Partnership relating to the Partnership filed in the office of the Delaware
Secretary of State, as amended from time to time in accordance with the terms
hereof and the Act.

      "Class A Partnership Common Unit" means any Partnership Common Unit that
is not specifically designated by the General Partner as being another specified
class or series of Partnership Common Units.

      "Class A Partnership Preferred Units" means the class of Partnership
Preferred Units representing Limited Partnership Interests with distribution
rights, rights upon liquidation, winding up and dissolution and any such rights
as described in the Partnership Unit Designation attached hereto as Exhibit F.

      "Class A Preferred Shares" means shares designated as 7% Cumulative
Convertible Preferred Stock without par value of the Company issued pursuant to
the Certificate of Designations filed in the office of the Secretary of the
State of Nevada on August 3, 1995.

      "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time, as interpreted by the applicable regulations thereunder. Any
reference herein to a specific section or sections of the Code shall be deemed
to include a reference to any corresponding provision of future law.

      "Common Shares" means shares of common stock, with no par value per share,
of the Company.

      "Company" has the meaning set forth in the first Paragraph hereof.

      "Consent" means the consent or approval of a proposed action by a Partner
given in accordance with Section 14.2.

      "Contributed Property" means each property or other asset, in such form as
may be permitted by the Act (but excluding cash), contributed or deemed
contributed to the Partnership. Once the Carrying Value of a Contributed
Property is adjusted pursuant to Exhibit B, such property shall no longer
constitute a Contributed Property for purposes of Exhibit B, but shall be deemed
an Adjusted Property for such purposes.

      "Control" means the ownership of more than fifty percent (50%) of the
outstanding voting capital stock of the Company and the ability effectively to
control the business decisions of the Company.

      "Conversion Factor" means 1.0 (one (1) REIT Share for one (1) Partnership
Unit), provided that in the event that the Company subsequent to the date hereof
(i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or
makes a distribution to all holders
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                                       6


of its outstanding REIT Shares in REIT Shares; (ii) subdivides its outstanding
REIT Shares; or (iii) combines its outstanding REIT Shares into a smaller number
of REIT Shares, the Conversion Factor shall be adjusted by multiplying the
Conversion Factor by a fraction, the numerator of which shall be the number of
REIT Shares issued and outstanding on the record date for such dividend,
distribution, subdivision or combination (assuming for such purpose that such
dividend, distribution, subdivision or combination has occurred as of such
time), and the denominator of which shall be the actual number of REIT Shares
(determined without the above assumption) issued and outstanding on the record
date for such dividend, distribution, subdivision or combination. Any adjustment
to the Conversion Factor shall become effective immediately after the effective
date of such event retroactive to the record date, if any, for such event
(provided, however, if a Notice of Redemption is given prior to such a record
date and the Specified Redemption Date is after such a record date, then the
adjustment to the Conversion Factor shall, with respect to such redeeming
Partner, be retroactive to the date of such Notice of Redemption). It is
intended that adjustments to the Conversion Factor are to be made in order to
avoid unintended dilution or antidilution as a result of transactions in which
REIT Shares are issued, redeemed or exchanged without a corresponding issuance,
redemption or exchange of Partnership Units.

      "Debt" means, as to any Person, as of any date of determination, (i) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (ii) all amounts owed by such Person to another
Person in respect of reimbursement obligations under letters of credit, surety
bonds and other similar instruments guaranteeing payment or other performance of
obligations by such Person, (iii) all indebtedness for borrowed money or for the
deferred purchase price of property or services secured by any lien on any
property owned by such Person, to the extent attributable to such Person's
interest in such property, even though such Person has not assumed or become
liable for the payment thereof, and (iv) obligations of such Person incurred in
connection with entering into a lease which, in accordance with generally
accepted accounting principles, should be capitalized.

      "Deemed Value of Partnership Interest" means, as of any date with respect
to any class or series of Partnership Interests, the total number of shares of
beneficial interest (or other comparable equity interests) of the Company
corresponding to such class or series of Partnership Interests issued and
outstanding as of the close of business on such date (excluding any treasury
shares) multiplied by the Value of a share of such beneficial interest (or other
comparable equity interest) on such date. For purposes of calculating Deemed
Value of Partnership Interest with respect to any class or series of Partnership
Preferred Units, "Value" shall mean the stated liquidation preference or value
of the corresponding class or series of Preferred Shares, unless otherwise
provided in the Partnership Unit Designation of such class or series of
Partnership Preferred Units

      "Depreciation" means, for each taxable year, an amount equal to the
federal income tax depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year, except that if the Carrying
Value of an asset differs from its adjusted basis
<PAGE>
                                       7


for federal income tax purposes at the beginning of such year or other period,
Depreciation shall be an amount which bears the same ratio to such beginning
Carrying Value as the federal income tax depreciation, amortization, or other
cost recovery deduction for such year bears to such beginning adjusted tax
basis; provided, however, that if the federal income tax depreciation,
amortization, or other cost recovery deduction for such year is zero,
Depreciation shall be determined with reference to such beginning Carrying Value
using any reasonable method selected by the General Partner.

      "Effective Date" means the date of this Agreement.

      "Extraordinary Transaction" shall mean, with respect to the Company, the
occurrence of one of more of the following events: (i) a merger (including a
triangular merger), consolidation or other combination with or into another
Person; (ii) the direct or indirect sale, lease, exchange or other transfer of
all or substantially all of its assets in one transaction or a series of
transactions; (iii) any reclassification, recapitalization or change of its
outstanding equity interests (other than a change in par value, or from par
value to no par value, or as a result of a split, dividend or similar
subdivision); (iv) any change of Control; or (v) the adoption of any plan of
liquidation or dissolution of the Company (whether or not in compliance with the
provisions of this Agreement).

      "General Partner" means the Company, in its capacity as the general
partner of the Partnership, or its successors as general partner of the
Partnership.

      "General Partner Interest" means a Partnership Interest held by the
General Partner, in its capacity as general partner. A General Partner Interest
may be expressed as a number of Partnership Units.

      "Immediate Family" means, with respect to any natural Person, such natural
Person's estate or heirs or current spouse, parents, parents-in-law, children,
nephews, nieces, siblings and grandchildren (in each case whether by adoption or
not) and any trust or estate, all of the beneficiaries of which consist of such
Person or such Person's spouse, parents, parents-in-law, children, nephews,
nieces, siblings or grandchildren.

      "Incapacity" or "Incapacitated" means, (i) as to any individual Partner,
death, total physical disability or entry by a court of competent jurisdiction
adjudicating such Partner incompetent to manage his or her Person or estate;
(ii) as to any corporation which is a Partner, the filing of a certificate of
dissolution, or its equivalent, for the corporation or the revocation of its
charter; (iii) as to any partnership which is a Partner, the dissolution and
commencement of winding up of the partnership; (iv) as to any estate which is a
Partner, the distribution by the fiduciary of the estate's entire interest in
the Partnership; (v) as to any trustee of a trust which is a Partner, the
termination of the trust (but not the substitution of a new trustee); or (vi) as
to any Partner, the bankruptcy of such Partner. For purposes of this definition,
a bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner
<PAGE>
                                       8


commences a voluntary proceeding seeking liquidation, reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter in
effect; (b) the Partner is adjudged as bankrupt or insolvent, or a final and
nonappealable order for relief under any bankruptcy, insolvency or similar law
now or hereafter in effect has been entered against the Partner; (c) the Partner
executes and delivers a general assignment for the benefit of the Partner's
creditors; (d) 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 of the nature described in clause (b) above; (e) the
Partner seeks, consents to or acquiesces in the appointment of a trustee,
receiver or liquidator for the Partner or for all or any substantial part of the
Partner's properties; (f) any proceeding seeking liquidation, reorganization or
other relief of or against such Partner under any bankruptcy, insolvency or
other similar law now or hereafter in effect has not been dismissed within one
hundred twenty (120) days after the commencement thereof; (g) the appointment
without the Partner's consent or acquiescence of a trustee, receiver or
liquidator has not been vacated or stayed within one hundred twenty (120) days
of such appointment; or (h) an appointment referred to in clause (g) which has
been stayed is not vacated within one hundred twenty (120) days after the
expiration of any such stay.

      "Indemnitee" means (i) any Person made a party to a proceeding by reason
of (A) such Person's status as the General Partner, or as a director, trustee or
officer of the Partnership or the General Partner, or (B) such Person's
liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness of
the Partnership or any Subsidiary of the Partnership (including, without
limitation, any indebtedness which the Partnership or any Subsidiary of the
Partnership has assumed or takes assets subject to); and (ii) such other Persons
(including Affiliates of the General Partner or the Partnership) as the General
Partner may designate from time to time (whether before or after the event
giving rise to potential liability), in its sole and absolute discretion.

      "IRS" means Internal Revenue Service.

      "Limited Partner" means any Person (including the Company) named as a
Limited Partner in Exhibit A, as such Exhibit may be amended from time to time,
or any Substituted Limited Partner or Additional Limited Partner, in such
Person's capacity as a Limited Partner of the Partnership.

      "Limited Partner Interest" means a Partnership Interest of a Limited
Partner in the Partnership representing a fractional part of the Partnership
Interests of all Partners and includes any and all benefits to which the holder
of such a Partnership Interest may be entitled, as provided in this Agreement,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement. A Limited Partner Interest may be expressed as a
number of Partnership Units.
<PAGE>
                                       9


      "Limited Partner Recourse Debt Percentage" means with respect to certain
of the Limited Partners the percentage listed with respect to such Limited
Partners on the recourse debt level schedule attached hereto as Exhibit E.

      "Liquidating Event" has the meaning set forth in Section 13.1.

      "Liquidator" has the meaning set forth in Section 13.2.

      "Net Income" means, for any taxable period, the excess, if any, of the
Partnership's items of income and gain for such taxable period over the
Partnership's items of loss and deduction for such taxable period. The items
included in the calculation of Net Income shall be determined in accordance with
Section 1.B of Exhibit B. Any items of income, gain, loss or deduction that are
specially allocated pursuant to Sections 1.A. through 1.G. of Exhibit C shall
not be taken into account in computing Net Income.

      "Net Loss" means, for any taxable period, the excess, if any, of the
Partnership's items of loss and deduction for such taxable period over the
Partnership's items of income and gain for such taxable period. The items
included in the calculation of Net Loss shall be determined in accordance with
Section 1.B. of Exhibit B. Any items of income, gain, loss or deduction that are
specially allocated pursuant to Sections 1.A. through 1.G. of Exhibit C shall
not be taken into account in computing Net Loss.

      "New Securities" has the meaning set forth in Section 4.2.B.

      "Nonrecourse Deductions" has the meaning set forth in Regulations Section
1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership
taxable year shall be determined in accordance with the rules of Regulations
Section 1.704-2(c).

      "Nonrecourse Liability" has the meaning set forth in Regulations Section
1.752-1(a)(2).

      "Notice of Redemption" means the Notice of Redemption substantially in the
form of Exhibit D.

      "Partner" means a General Partner or a Limited Partner, and "Partners"
means the General Partner and the Limited Partners collectively.

      "Partner 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 Regulations Section 1.704-2(i)(3).
<PAGE>
                                       10


      "Partner Nonrecourse Debt" has the meaning set forth in Regulations
Section 1.704-2(b)(4).

      "Partner Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with
respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be
determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

      "Partnership" means the limited partnership formed under the Act and
pursuant to this Agreement, as it may be amended and/or restated, and any
successor thereto.

      "Partnership Common Unit" means a Class A Partnership Common Unit or any
other fractional, undivided share of the Partnership Interests of all Partners
issued pursuant to Sections 4.1 or 4.2 which has the same attributes as a Class
A Partnership Common Unit.

      "Partnership Interest" means an ownership interest in the Partnership
representing a Capital Contribution by either a Limited Partner or the General
Partner and includes any and all benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of
this Agreement. A Partnership Interest may be expressed as a number of
Partnership Units.

      "Partnership Minimum Gain" has the meaning set forth in Regulations
Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as
any net increase or decrease in a Partnership Minimum Gain, for a Partnership
taxable year shall be determined in accordance with the rules of Regulation
Section 1.704-2(d).

      "Partnership Record Date" means the record date established by the General
Partner for the distribution of Available Cash pursuant to Section 5.1, which
record date shall be the same as the record date established by the Company for
a distribution to its shareholders of some of all of its portion of such
distribution.

      "Partnership Preferred Unit" means a Class A Partnership Preferred Unit
and any other fractional, undivided share of the Partnership Interests that the
General Partner has authorized pursuant to Section 4.1 or Section 4.2, other
than Partnership Common Units.

      "Partnership Unit" or "Unit" means a Class A Partnership Common Unit, a
Class A Partnership Preferred Unit or any other class or series of fractional,
undivided share of the Partnership Interests of all Partners issued pursuant to
Sections 4.1 or 4.2. The number of Partnership Units outstanding and the
Percentage Interest in the Partnership represented by such Units are set forth
in Exhibit A, as such Exhibit may be amended from time to time. The ownership of
Partnership Units shall be evidenced by such form of certificate for units as
the
<PAGE>
                                       11


General Partner adopts from time to time unless the General Partner determines
that the Partnership Units shall be uncertificated securities.

      "Partnership Unit Designation" shall have the meaning set forth in Section
4.2.

      "Partnership Year" means the fiscal year of the Partnership, which shall
be the calendar year.

      "Percentage Interest" means, as to a Partner holding a class or series of
Partnership Interests, its interest in such class or series, determined by
dividing the number of Partnership Units of such class or series owned by such
Partner by the total number of Partnership Units of such class or series then
outstanding as specified in Exhibit A, as such Exhibit may be amended from time
to time.

      "Percentage Interest in Partnership" means, as to a Partner holding a
class or series of Partnership Interests, its Percentage Interest in such class
or series multiplied by the aggregate Percentage Interest in Partnership
allocable to such class or series of Partnership Interests. At any time the
Partnership shall have more than one series or class of Partnership Interests
outstanding, the aggregate Percentage Interest in Partnership attributable to
each class or series of Partnership Interests as set forth in Exhibit A shall be
adjusted on the date of each acceptance of additional Capital Contributions in
exchange for Partnership Units and shall be equal to a fraction, the numerator
of which is equal to Deemed Value of the Partnership Interests of such class or
series plus, the amount of cash, if any, plus the Agreed Value of Contributed
Property, if any, contributed with respect to such class on such date and the
denominator of which is equal to the sum of (i) the Deemed Value of the
Partnership Interests for all outstanding classes or series (computed as of the
Business Day immediately preceding the date on which the additional Capital
Contributions are made (an "Adjustment Date")) plus (ii) the aggregate amount of
cash, if any, plus Agreed Value of Contributed Properties, if any, contributed
on such date.

      "Person" means a natural person, partnership (whether general or limited),
trust, estate, association, corporation, limited liability company,
unincorporated organization, custodian, nominee or any other individual or
entity in its own or representative capacity.

      "Preferred Shares" means a share of capital stock of the Company now or
hereafter authorized or reclassified that has rights different from the Common
Shares.

      "Recapture Income" means any gain recognized by the Partnership upon the
disposition of any property or asset of the Partnership (computed without regard
to any adjustments required by Section 743 of the Code) which gain is
characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.
<PAGE>
                                       12


      "Recourse Debt Amount" has the meaning set forth in Section 6.1.B.(3).

      "Redeeming Partner" has the meaning set forth in Section 8.6.

      "Redemption Right" shall have the meaning set forth in Section 8.6.

      "Regulations" means the Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

      "REIT" means a real estate investment trust under Section 856 of the Code.

      "REIT Share" means a share of beneficial interest (or other comparable
equity interest) of the Company. REIT Shares may be issued in one or more
classes or series in accordance with the terms of the Certificate of
Incorporation of the Company. If there is more than one class or series of REIT
Shares, the term "REIT Shares" shall, as the context requires, be deemed to
refer to the class or series of REIT Shares that correspond to the class or
series of Partnership Interests for which reference to REIT Shares is made. When
used with reference to Partnership Common Units, the term "REIT Shares" refers
to Common Shares, when used with reference to Class A Partnership Preferred
Units, the term "REIT Shares" refers to Class A Preferred Shares and when used
with reference to any other class or series of Partnership Preferred Units, the
term "REIT Shares" refers to the corresponding class or series of Preferred
Shares.

      "REIT Shares Amount" shall mean a number of REIT Shares equal to the
product of the number of Partnership Units offered for redemption by a Redeeming
Partner, multiplied by the Conversion Factor in effect on the date of receipt by
the General Partner of a Notice of Redemption, provided that in the event the
Company issues to all holders of REIT Shares rights, options, warrants or
convertible or exchangeable securities entitling the shareholders to subscribe
for or purchase REIT Shares, or any other securities or property (collectively,
"Rights"), and the Rights have not expired at the Specified Redemption Date,
then the REIT Shares Amount shall also include the Rights that were issuable to
a holder of REIT Shares on the applicable record date relating to the issuance
of such Rights, with such modifications as are appropriate pursuant to the terms
of the Rights.

      "Residual Gain" or "Residual Loss" means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of Contributed Property or
Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate Book-Tax
Disparities.

      "Rights" shall have the meaning set forth in the definition of "REIT
Shares Amount".
<PAGE>
                                       13


      "704(c) Value" of any Contributed Property means the fair market value of
such property or other consideration at the time of contribution, as determined
by the General Partner using such reasonable method of valuation as it may
adopt. Subject to Exhibit B, the General Partner shall, in its sole and absolute
discretion, use such method as it deems reasonable and appropriate to allocate
the aggregate of the 704(c) Values of Contributed Properties contributed in a
single or integrated transaction among the separate properties on a basis
proportional to their respective fair market values.

      "Specified Redemption Date" means the tenth (10th) Business Day after
receipt by the Company of a Notice of Redemption; provided that if the Company
combines its outstanding REIT Shares, no Specified Redemption Date shall occur
after the record date of such combination of REIT Shares and prior to the
effective date of such combination.

      "Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, joint venture or other entity of which a
majority of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests, is owned, directly or indirectly, by such Person.

      "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 11.4.

      "Terminating Capital Transaction" means any sale or other disposition of
all or substantially all of the assets of the Partnership or a related series of
transactions that, taken together, result in the sale or other disposition of
all or substantially all of the assets of the Partnership.

      "Unrealized Gain" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (i) the fair market
value of such property (as determined under Exhibit B) as of such date; over
(ii) the Carrying Value of such property (prior to any adjustment to be made
pursuant to Exhibit B) as of such date.

      "Unrealized Loss" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (i) the Carrying Value
of such property (prior to any adjustment to be made pursuant to Exhibit B) as
of such date; over (ii) the fair market value of such property (as determined
under Exhibit B) as of such date.

      "Valuation Date" means the date of receipt by the General Partner of a
Notice of Redemption or, if such date is not a Business Day, the first Business
Day thereafter.

      "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 price for each such trading day shall be: (i) if the
REIT Shares are listed or admitted to trading on any securities exchange or the
Nasdaq National Market System, the closing price on such
<PAGE>
                                       14


day, or if no such sale takes place on such day, the average of the closing bid
and asked prices on such day; (ii) 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 (iii) 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).

                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

      Section 2.1 Formation

      The Partnership is hereby organized as a limited partnership pursuant to
the provisions of the Act and the terms and conditions set forth in this
Agreement. Except as expressly provided herein to the contrary, the rights and
obligations of the Partners and the administration and termination of the
Partnership shall be governed by the Act. The Partnership Interest of each
Partner shall be personal property for all purposes.

      Section 2.2 Name

      The name of the Partnership is Cornerstone Properties Limited Partnership.
The Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name of the General Partner or
any Affiliate thereof. The words "Limited Partnership," "L.P.," "Ltd." or
similar words or letters shall be included in the Partnership's name where
necessary for the purposes of complying with the laws of any jurisdiction that
so requires. The General Partner in its sole and absolute discretion may
<PAGE>
                                       15


change the name of the Partnership at any time and from time to time and shall
notify the Limited Partners of such change in the next regular communication to
the Limited Partners.

      Section 2.3 Registered Office and Agent; Principal Office

      The address of the registered office of the Partnership in the State of
Delaware and the name and address of the registered agent for service of process
on the Partnership in the State of Delaware is Incorporating Services, Ltd., 15
East North Street, Dover, Delaware 19901. The principal office of the
Partnership shall be Tower 56, 126 East 56th Street, New York, New York 10022,
or such other place as the General Partner may from time to time designate by
notice to the Limited Partners. The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General
Partner deems advisable.

      Section 2.4 Power of Attorney

      A. General. Each Limited Partner and each Assignee hereby constitutes and
appoints the General Partner, any Liquidator, and authorized officers and
attorneys-in-fact of each, and each of those acting singly, in each case with
full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to:

      (1)   execute, swear to, acknowledge, deliver, file and record in the
            appropriate public offices (a) all certificates, documents and other
            instruments (including, without limitation, this Agreement and the
            Certificate of Limited Partnership and all amendments or
            restatements thereof) that the General Partner or the Liquidator
            deems appropriate or necessary to form, qualify or continue the
            existence or qualification of the Partnership as a limited
            partnership (or a partnership in which the Limited Partners have
            limited liability) in the State of Delaware and in all other
            jurisdictions in which the Partnership may or plans to conduct
            business or own property; (b) all instruments that the General
            Partner deems appropriate or necessary to reflect any amendment,
            change, modification or restatement of this Agreement in accordance
            with its terms; (c) all conveyances and other instruments or
            documents that the General Partner or the Liquidator deems
            appropriate or necessary to reflect the dissolution and liquidation
            of the Partnership pursuant to the terms of this Agreement,
            including, without limitation, a certificate of cancellation; (d)
            all instruments relating to the admission, withdrawal, removal or
            substitution of any Partner pursuant to, or other events described
            in, Article 11, 12 or 13 or the Capital Contribution of any Partner;
            and (e) all certificates, documents and other instruments relating
            to the determination of the rights, preferences and privileges of
            Partnership Interests; and

      (2)   execute, swear to, seal, acknowledge and file all ballots, consents,
            approvals, waivers, certificates and other instruments appropriate
            or necessary, in the sole
<PAGE>
                                       16


            and absolute discretion of the General Partner or any Liquidator, to
            make, evidence, give, confirm or ratify and vote, consent, approval,
            agreement or other action which is made or given by the Partners
            hereunder or is consistent with the terms of this agreement or
            appropriate or necessary, in the sole discretion of the General
            Partner or any Liquidator, to effectuate the terms or intent of this
            Agreement.

Nothing contained herein shall be construed as authorizing the General Partner
or any Liquidator to amend this Agreement except in accordance with Article 14
or as may be otherwise expressly provided for in this Agreement.

      B. Irrevocable Nature. The foregoing power of attorney is hereby declared
to be irrevocable and a power coupled with an interest, in recognition of the
fact that each of the Partners will be relying upon the power of the General
Partner and any Liquidator to act as contemplated by this Agreement in any
filing or other action by it on behalf of the Partnership, and it shall survive
and not be affected by the subsequent Incapacity of any Limited Partner or
Assignee and the transfer of all or any portion of such Limited Partner's or
Assignee's Partnership Units and shall extend to such Limited Partner's or
Assignee's heirs, successors, assigns and personal representatives. Each such
Limited Partner or Assignee hereby agrees to be bound by any representation made
by the General Partner or any Liquidator, acting in good faith pursuant to such
power of attorney, and each such Limited Partner or Assignee hereby waives any
and all defenses which may be available to contest, negate or disaffirm the
action of the General Partner or any Liquidator, taken in good faith under such
power of attorney. Each Limited Partner or Assignee shall execute and deliver to
the General Partner or the Liquidator, within fifteen (15) days after receipt of
the General Partner's or Liquidator's request therefor, such further
designation, powers of attorney and other instruments as the General Partner or
the Liquidator, as the case may be, deems necessary to effectuate this Agreement
and the purposes of the Partnership.

      Section 2.5 Term

      The term of the Partnership shall commence on the date hereof and shall
continue until December 31, 2096, unless the Partnership is dissolved sooner
pursuant to the provisions of Article 13 or as otherwise provided by law.

                                    ARTICLE 3
                                     PURPOSE

      Section 3.1 Purpose and Business

      The purpose and nature of the business to be conducted by the Partnership
is (i) to conduct any business that may be lawfully conducted by a limited
partnership organized
<PAGE>
                                       17


pursuant to the Act; provided, however, that such business shall be limited to
and conducted in such a manner as to permit the Company at all times to be
classified as a REIT, unless the Company ceases to qualify as a REIT for reasons
other than the conduct of the business of the Partnership; (ii) to enter into
any partnership, joint venture, limited liability company or other similar
arrangement to engage in any of the foregoing or to own interests in any entity
engaged, directly or indirectly, in any of the foregoing; and (iii) to do
anything necessary or incidental to the foregoing. In connection with the
foregoing, and without limiting the Company's right, in its sole discretion, to
cease qualifying as a REIT, the Partners acknowledge the Company's current
status as a REIT inures to the benefit of all of the Partners and not solely the
General Partner or its Affiliates. The General Partner shall also be empowered
(but shall not be obligated) to do any and all acts and things necessary or
prudent to ensure that the Partnership will not be taxable as an "association"
under Section 7704 of the Code, including but not limited to imposing
restrictions on transfers and restrictions on redemptions.

      Section 3.2 Powers

      The Partnership is empowered to do any and all acts and things necessary,
appropriate, proper, advisable, incidental to or convenient for the furtherance
and accomplishment of the purposes and business described herein and for the
protection and benefit of the Partnership, including, without limitation, full
power and authority, directly or through its ownership interest in other
entities, to enter into, perform and carry out contracts of any kind, borrow
money and issue evidences of indebtedness whether or not secured by mortgage,
deed of trust, pledge or other lien, acquire, own, manage, improve and develop
real property, and lease, sell, transfer and dispose of real property; provided,
however, that the Partnership shall not take, or refrain from taking, any action
which, in the judgment of the General Partner, in its sole and absolute
discretion, (i) could adversely affect the ability of the Company to continue to
qualify as a REIT; (ii) could subject the Company to any additional taxes under
Section 857 or Section 4981 of the Code; or (iii) could violate any law or
regulation of any governmental body or agency having jurisdiction over the
Company or its securities, unless such action (or inaction) shall have been
specifically consented to by the General Partner in writing.

                                    ARTICLE 4
                              CAPITAL CONTRIBUTIONS

      Section 4.1 Capital Contributions of the Partners

      A. Initial Capital Contributions. At the time of the execution of this
Agreement, the Partners shall make the Capital Contributions set forth in
Exhibit A. Each Partner shall own the number and type of Partnership Units set
forth for such Partner in Exhibit A and shall have a Percentage Interest in the
Partnership as set forth in Exhibit A, which Percentage Interest shall be
adjusted from time to time by the General Partner to the extent necessary to
reflect
<PAGE>
                                       18


accurately redemptions, additional Capital Contributions, the issuance of
additional Partnership Units (pursuant to any merger or otherwise), or similar
events having an effect on any Partner's Percentage Interest.

      B. General Partnership Interest. A number of Partnership Common Units held
by the Company equal to one percent (1%) of all outstanding Partnership Units
shall be deemed to be the General Partner Partnership Units and shall be the
General Partnership Interest. All other Partnership Units held by the Company
shall be deemed to be Limited Partnership Interests and shall be held by the
Company in its capacity as a Limited Partner in the Partnership.

      C. Capital Contributions by Merger. To the extent the Partnership acquires
any property by the merger of any other Person into the Partnership, Persons who
receive Partnership Interests in exchange for their interests in the Person
merging into the Partnership shall become Partners and shall be deemed to have
made Capital Contributions as provided in the applicable merger agreement and as
set forth in Exhibit A, as amended to reflect such deemed Capital Contributions.

      D. No Obligation to Make Additional Capital Contributions. Except as
provided in Sections 4.2, 10.5 or elsewhere in this Agreement, the Partners
shall have no obligation to make any additional Capital Contributions or loans
to the Partnership.

      Section 4.2 Issuances of Additional Partnership Interests

      A. General. The General Partner is hereby authorized to cause the
Partnership from time to time to issue to the Partners (including the General
Partner and its Affiliates) or other Persons (including, without limitation, in
connection with the contribution of property to the Partnership) additional
Partnership Units or other Partnership Interests in one or more classes, or one
or more series of any of such classes, with such designations, preferences and
relative, participating, optional or other special rights, powers and duties,
including rights, powers and duties senior to the Class A Partnership Common
Units, all as shall be determined by the General Partner in its sole and
absolute discretion without the approval of any Limited Partner but subject to
Delaware law and as shall be set forth in a written document thereafter attached
to and made an exhibit to this Agreement (each, a "Partnership Unit
Designation"), including, without limitation, (i) the allocations of items of
Partnership income, gain, loss, deduction and credit to each such class or
series of Partnership Interests; (ii) the right of each such class or series of
Partnership Interests to share in Partnership distributions; (iii) the rights of
each such class or series of Partnership Interests upon dissolution and
liquidation of the Partnership; and (iv) the conversion, redemption or exchange
rights applicable to each such class or series of Partnership Units; provided
that no such additional Partnership Units or other Partnership Interests shall
be issued to the Company as General Partner or Limited Partner, unless either
(a)(1) the additional Partnership Interests are issued in connection with the
grant, award or issuance of REIT Shares or other equity interests by the
Company, which REIT shares or other equity interests have designations,
preferences and other rights such that the
<PAGE>
                                       19


economic interests attributable to such REIT shares or other equity interests
are substantially similar to the designations, preferences and other rights of
the additional Partnership Interests issued to the General Partner in accordance
with this Section 4.2.A, and (2) the Company shall make a Capital Contribution
to the Partnership in an amount equal to the proceeds raised in connection with
such issuance, (b) the additional Partnership Interests are issued to all
Partners holding Partnership Interests in the same class or series in proportion
to their respective Percentage Interests in such class or series, (c) the
additional Partnership Units are issued pursuant to Section 4.4, or (d) the
additional Partnership Units are issued upon the conversion, redemption or
exchange of Debt of the Partnership or the Company, Partnership Units or other
securities issued by the Partnership. In addition, the Company may acquire Units
from other Partners pursuant to this Agreement. In the event that the
Partnership issues Partnership Interests pursuant to this Section 4.2.A, the
General Partner shall make such revisions to this Agreement (without any
requirement of receiving approval of the Limited Partners) including but not
limited to the revisions described in Section 5.4, Section 6.1 and Section 8.6,
as it deems necessary to reflect the issuance of such additional Partnership
Interests and the special rights, powers and duties associated therewith. From
and after the Effective Date, subject to this Section 4.2.A, the Partnership
shall have two classes of Partnership Units entitled Class A Partnership
Preferred Units and Class A Partnership Common Units outstanding. Unless
specifically set forth otherwise by the General Partner in a Partnership Unit
Designation, any Partnership Interest issued after the Effective Date shall have
the same rights, powers and duties as the Class A Partnership Common Units
issued on the Effective Date.

      B. Restrictions on the Company. From and after the date hereof, the
Company shall not issue any additional REIT Shares (other than REIT Shares
issued pursuant to Section 8.6 or in connection with the conversion or exchange
of securities of the Company solely in conversion or exchange for other
securities of the Company), or rights, options, warrants or convertible or
exchangeable securities or Debt containing the right to subscribe for or
purchase REIT Shares (collectively, "New Securities") other than to all holders
of REIT Shares unless (i) the General Partner shall cause the Partnership to
issue to the Company, Partnership Interests or rights, options, warrants or
convertible or exchangeable securities or Debt of the Partnership having
designations, preferences and other rights, all such that the economic interests
are substantially similar to those of the New Securities; and (ii) the Company
contributes to the Partnership the proceeds from the issuance of such New
Securities and from the exercise of rights contained in such New Securities.
Without limiting the foregoing, the Company is expressly authorized to issue New
Securities for no tangible value or for less than fair market value, and the
General Partner is expressly authorized to cause the Partnership to issue to the
Company corresponding Partnership Interests, so long as (x) the General Partner
concludes in good faith that such issuance is in the interests of the Company
and the Partnership (for example, and not by way of limitation, the issuance of
REIT Shares and corresponding Units pursuant to an employee stock purchase plan
providing for employee grants or purchases of REIT Shares or employee stock
options that have an exercise price that is less than the fair market value of
the REIT Shares, either at the time of issuance or at the
<PAGE>
                                       20


time of exercise); and (y) the Company contributes all proceeds, if any, from
such issuance and exercise to the Partnership.

      Section 4.3 Contribution of Proceeds of Issuance of REIT Shares

      In connection with any issuance of New Securities pursuant to Section 4.2,
the Company shall contribute to the Partnership any proceeds (or a portion
thereof) raised in connection with such issuance; provided that if the proceeds
actually received by the Company are less than the gross proceeds of such
issuance as a result of any underwriter's discount or other expenses paid or
incurred in connection with such issuance, then the Company shall be deemed to
have made a Capital Contribution to the Partnership in the amount equal to the
sum of the net proceeds of such issuance plus the amount of such underwriter's
discount and other expenses paid by the Company (which discount and expense
shall be treated as an expense for the benefit of the Partnership for purposes
of Section 7.4). In the case of employee acquisitions of New Securities at a
discount from fair market value or for no value in connection with a grant of
New Securities, the amount of such discount representing compensation to the
employee, as determined by the General Partner, shall be treated as an expense
of the issuance of such New Securities.

      Section 4.4 Conversion or Redemption of Preferred Shares

      A. Conversion of Preferred Shares. If, at any time, any of the Preferred
Shares are converted into Common Shares, in whole or in part, then a number of
Partnership Preferred Units held by the Company equal to (i) the number of
Preferred Shares so converted divided by (ii) the Conversion Factor for
Partnership Preferred Units then in effect shall automatically be converted into
a number of Partnership Common Units equal to (i) the number of Common Shares
issued upon such conversion, divided by (ii) the Conversion Factor for
Partnership Common Units then in effect, and the Percentage Interests of the
General Partner and the Limited Partners shall be adjusted to reflect such
conversion.

      B. Redemption of Preferred Shares. If, at any time, any Preferred Shares
are redeemed (whether by exercise of a put or call, automatically or by means of
another arrangement) by the General Partner for cash, the Partnership shall,
immediately prior to such redemption of Preferred Shares, redeem a number of
Partnership Preferred Units held by the General Partner equal to the number of
the Preferred Shares subject to such redemption divided by the Conversion Factor
for Partnership Preferred Units then in effect, upon the same terms as such
Preferred Shares are redeemed and for the price per Partnership Preferred Unit
equal to the price per Preferred Share so redeemed multiplied by the Conversion
Factor for Partnership Preferred Units then in effect.
<PAGE>
                                       21


      Section 4.5 No Preemptive Rights

      Except to the extent expressly granted by the General Partner (on behalf
of the Partnership) pursuant to another agreement, no Person shall have any
preemptive, preferential or other similar right with respect to (i) additional
Capital Contributions or loans to the Partnership or (ii) issuance or sale of
any Partnership Units or other Partnership Interests.

      Section 4.6 Other Contribution Provisions

      In the event that any Partner is admitted to the Partnership and is given
a Capital Account in exchange for services rendered to the Partnership, such
transaction shall be treated by the Partnership and the affected Partner as if
the Partnership has compensated such Partner in cash for the fair market value
of such services, and the Partner had contributed such cash to the capital of
the Partnership.

      Section 4.7 No Interest on Capital

      No Partner shall be entitled to interest on its Capital Contributions or
its Capital Account.

                                    ARTICLE 5
                                  DISTRIBUTIONS

      Section 5.1 Requirement and Characterization of Distributions

      The General Partner shall distribute at least quarterly an amount equal to
one hundred percent (100%) of Available Cash generated by the Partnership during
such quarter or shorter period 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 there is Available Cash after payment of any
preference in distribution under the foregoing clause (1), 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).
<PAGE>
                                       22


      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 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. 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 Interest.

      Section 5.2 Amounts Withheld

      All amounts withheld pursuant to the Code or any provisions of any state
or local tax law and Section 10.5 with respect to any allocation, payment or
distribution to the Partners or Assignees shall be treated as amounts
distributed to the Partners or Assignees pursuant to Section 5.1 for all
purposes under this Agreement.

      Section 5.3 Distributions upon Liquidation

      Proceeds from a Terminating Capital Transaction and any other cash
received or reductions in reserves made after commencement of the liquidation of
the Partnership shall be distributed to the Partners in accordance with Section
13.2.

      Section 5.4 Revisions to Reflect Issuance of Additional Partnership
Interests

      In the event that the Partnership issues additional Partnership Interests
to the Company or any Additional Limited Partner pursuant to Article 4, the
General Partner shall, subject to Section 14.1.C, make such revisions to this
Article 5 as it deems necessary to reflect the issuance of such additional
Partnership Interests and any special rights, duties or powers with respect
thereto.
<PAGE>
                                       23


                                    ARTICLE 6
                                   ALLOCATIONS

      Section 6.1 Allocations for Capital Account Purposes

      For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Exhibit B) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.

      A. Net Income. After giving effect to the special allocations set forth in
Section I of Exhibit C, Net Income shall be allocated (i) first, to the General
Partner until the cumulative Net Income allocated pursuant to this clause (i) of
Section 6.1.A equals the aggregate Net Loss previously allocated to the General
Partner pursuant to clause (6) of Section 6.1.B; (ii) second, to the Limited
Partners listed on the recourse debt level schedule attached hereto as Exhibit E
in proportion to their share of the Net Loss previously allocated pursuant to
clause (5) of Section 6.1.B until the cumulative Net Income allocated to them
pursuant to this clause (ii) in Section 6.1.A equals the aggregate amount of
such previous Net Loss allocations; (iii) third, to the General Partner to the
extent that Net Loss previously allocated to the General Partner pursuant to
clause (4) of Section 6.1.B exceeds Net Income previously allocated to the
General Partners pursuant to this clause (iii) of Section 6.1.A, (iv) fourth, to
the holders of any class or series of Partnership Interests that are entitled to
a preference upon liquidation, in the order of the priorities of each such class
or series (and, within such class or series, in proportion to their share of the
Net Loss previously allocated pursuant to clause (3) of Section 6.1.B.), until
the cumulative Net Income allocated to such holders pursuant to this clause (iv)
in Section 6.1.A. equals the aggregate amount of previous Net Loss allocated
pursuant to clause (3) of Section 6.1.B.; (v) fifth, to the holders of any class
or series of Partnership Interests that are entitled to any preference in
periodic distributions of Available Cash under Section 5.1 in accordance with
the rights of any such class or series until each such Partnership Interest has
been allocated, on a cumulative basis pursuant to this clause (v) of Section
6.1.A., Net Income equal to the amount of distributions received in respect of
such preference (and within such class or series, pro rata in proportion to the
respective Percentage Interests in such class or series as of the last day of
the period for which such allocation is being made); and (vi) thereafter, Net
Income shall be allocated to the classes and series of Partnership Interests
that are not entitled to any preference in periodic distributions of Available
Cash under Section 5.1, pro rata to each such class or series in accordance with
the terms of such class or series (and within each such class or series pro rata
in proportion to the respective Percentage Interests of each Partner in such
class or series as of the last day for which such allocation is being made).

      B. Net Loss. After giving effect to the special allocations set forth in
Section I of Exhibit C, Net Loss shall be allocated to the Partners in the
following order:
<PAGE>
                                       24


      (1)   First, to the Partners, in proportion to their share of the Net
            Income previously allocated pursuant to clause (vi) of Section
            6.1.A. until the cumulative Net Loss allocated to them pursuant to
            this clause (1) equals the aggregate amount of such previous Net
            Income allocations;

      (2)   Second, with respect to classes or series of Partnership Interests
            that are not entitled to any preferences upon liquidation, pro rata
            to each such class or series in accordance with the terms of such
            class or series (and within such class or series, pro rata in
            proportion to their respective Percentage Interests as of the last
            day of the period for which such allocation is being made);
            provided, that Net Loss shall not be allocated to any Partner
            pursuant to this clause (2) of Section 6.1.B. to the extent that
            such allocation would cause such Partner to have an Adjusted Capital
            Account Deficit (or to increase an existing Adjusted Capital Account
            Deficit) at the end of such period;

      (3)   Third, to the holders of any class or series of Partnership
            Interests that are entitled to a preference upon liquidation, in
            reverse order of the priorities of each such class of series (and
            within such class or series, pro rata in proportion to their
            respective Percentage Interests as of the last day of the period for
            which such allocation is being made); provided that Net Loss shall
            not be allocated to any Partner pursuant to this clause (3) of
            Section 6.1.B. to the extent that such allocation would cause such
            Partner to have an Adjusted Capital Account Deficit (or to increase
            an existing Adjusted Capital Account Deficit) at the end of such
            period;

      (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 over the aggregate
            amount of recourse partnership debt set forth on the recourse debt
            level schedule attached hereto as Exhibit E, as appropriately
            amended from time to time (the "Recourse Debt Amount");

      (5)   Fifth, to the Limited Partners listed on the recourse debt level
            schedule attached hereto as Exhibit E, in proportion to each such
            Limited Partner's Limited Partner Recourse Debt Percentage, until
            the sum of such Limited Partners' Adjusted Capital Account Deficits
            equals the Recourse Debt Amount; and

      (6)   Sixth, 100% to the General Partner.

      C. Terminating Capital Transactions. Upon the occurrence of a Terminating
Capital Transaction or otherwise upon the commencement of a liquidation of the
Partnership, after giving effect to the special allocations set forth in Section
I of Exhibit C, Net Income or Net Loss shall be allocated among the Partners in
accordance with Section 6.1.A. or 6.1.B., as the case may be;
<PAGE>
                                       25


provided, however, that holders of any class or series of Partnership Interests
that are entitled to a preference upon liquidation shall be specially allocated
Net Income or Net Loss (or, if necessary, items of income, gain, loss or
deduction) until their Adjusted Capital Accounts equal the amounts of their
liquidation preference, in accordance with the terms of such class or series, to
be distributed under clause (4) of Section 13.2.A. (before giving effect to such
distribution).

      D. Recapture Income. Any gain allocated to the Partners upon the sale or
other taxable disposition of any Partnership asset shall, to the extent
possible, after taking into account other required allocations of gain pursuant
to Section 6.1.C. and Exhibit C, be characterized as Recapture Income in the
same proportions and to the same extent as such Partners have been allocated any
deductions directly or indirectly giving rise to the treatment of such gains as
Recapture Income.

      Section 6.2 Revisions to Allocations to Reflect Issuance of Additional
Partnership Interests

      In the event that the Partnership issues additional Partnership Interests
to the General Partner, or any Additional Limited Partner pursuant to Article 4,
the General Partner shall, subject to Section 14.1.C, make such revisions to
this Article 6 as it determines are necessary to reflect the terms of the
issuance of such additional Partnership Interests, including making preferential
allocations to certain classes or series of Partnership Interests.

                                    ARTICLE 7
                      MANAGEMENT AND OPERATIONS OF BUSINESS

      Section 7.1 Management

      A. Powers of the General Partner. Except as otherwise expressly provided
in this Agreement, all management powers over the business and affairs of the
Partnership are and shall be exclusively vested in the General Partner, and no
Limited Partner shall have any right to participate in or exercise control or
management power over the business and affairs of the Partnership. The General
Partner may not be removed by the Limited Partners with or without good cause.
In addition to the powers now or hereafter granted a general partner of a
limited partnership under the Act or other applicable law or which are granted
to the General Partner under any other provision of this Agreement, the General
Partner, subject to Section 7.3, shall have full power and authority to do all
things deemed necessary or desirable by it to conduct the business of the
Partnership, to exercise all powers set forth in Section 3.2 and to effectuate
the purposes set forth in Section 3.1, including, without limitation:

      (1)   the making of any expenditures, the lending or borrowing of money
            (including, without limitation, making prepayments on loans and
            borrowing money to
<PAGE>
                                       26


            permit the Partnership to make distributions to its Partners in such
            amounts as will permit the Company (so long as the Company qualifies
            as a REIT) to avoid the payment of any federal income tax
            (including, for this purpose, any excise tax pursuant to Section
            4981 of the Code) and to make distributions to its shareholders in
            amounts sufficient to permit the Company to maintain or reelect REIT
            status), the assumption or guarantee of, or other contracting for,
            indebtedness and other liabilities, the issuance of evidence of
            indebtedness (including the securing of the same by deed, mortgage,
            deed of trust or other lien or encumbrance on the Partnership's
            assets) and the incurring of any obligations it deems necessary for
            the conduct of the activities of the Partnership;

      (2)   the making of tax, regulatory and other filings, or rendering of
            periodic or other reports to governmental or other agencies having
            jurisdiction over the business or assets of the Partnership, the
            registration of any class or series of securities of the Partnership
            under the Securities Exchange Act of 1934, as amended, and the
            listing of any debt securities of the Partnership on any exchange;

      (3)   the acquisition, disposition, mortgage, pledge, encumbrance,
            hypothecation or exchange of any assets of the Partnership
            (including the exercise or grant of any conversion, option,
            privilege, or subscription right or other right available in
            connection with any assets at any time held by the Partnership) or
            the merger or other combination of the Partnership with or into
            another entity (all of the foregoing subject to any prior approval
            only to the extent required by Section 7.3);

      (4)   the use of the assets of the Partnership (including, without
            limitation, cash on hand) for any purpose consistent with the terms
            of this Agreement and on any terms it sees fit, including, without
            limitation, the financing of the conduct of the operations of the
            Company, the Partnership or any of the Partnership's Subsidiaries,
            the lending of funds to other Persons (including, without
            limitation, Subsidiaries of the Partnership) and the repayment of
            obligations of the Partnership and its Subsidiaries and any other
            Person in which it has an equity investment, and the making of
            capital contributions to its Subsidiaries;

      (5)   the management, operation, leasing, landscaping, repair, alteration,
            demolition or improvement of any real property or improvements owned
            by the Partnership or any Subsidiary of the Partnership or any other
            Person in which the Partnership has made a direct or indirect equity
            investment;

      (6)   the negotiation, execution, and performance of any contracts,
            conveyances or other instruments that the General Partner considers
            useful or necessary to the conduct of the Partnership's operations
            or the implementation of the General
<PAGE>
                                       27


            Partner's powers under this Agreement, including contracting with
            contractors, developers, consultants, accountants, legal counsel,
            other professional advisors and other agents and the payment of
            their expenses and compensation out of the Partnership's assets;

      (7)   the distribution of Partnership cash or other Partnership assets in
            accordance with this Agreement;

      (8)   holding, managing, investing and reinvesting cash and other assets
            of the Partnership and, in connection therewith, the opening,
            maintaining and closing of bank and brokerage accounts and the
            drawing of checks or other orders for the payment of moneys;

      (9)   the collection and receipt of revenues and income of the
            Partnership;

      (10)  the establishment of one or more divisions of the Partnership, the
            selection and dismissal of employees of the Partnership (including,
            without limitation, employees having titles such as "president,"
            "vice president," "secretary" and "treasurer" of the Partnership),
            and agents, outside attorneys, accountants, consultants and
            contractors of the Partnership, and the determination of their
            compensation and other terms of employment or hiring;

      (11)  the maintenance of such insurance for the benefit of the
            Partnership, the Partners and directors and officers thereof as it
            deems necessary or appropriate;

      (12)  the formation of, or acquisition of an interest in, and the
            contribution of property to, any further limited or general
            partnerships, joint ventures, limited liability companies or other
            relationships that it deems desirable (including, without
            limitation, the acquisition of interests in, and the contributions
            of funds or property to, or making of loans to, its Subsidiaries and
            any other Person in which it has an equity investment from time to
            time, or the incurrence of indebtedness on behalf of such Persons or
            the guarantee of the obligations of such Persons); provided,
            however, that as long as the General Partner has determined to
            continue to qualify as a REIT, the General Partner may not engage in
            any such formation, acquisition or contribution that would cause the
            General Partner to fail to qualify as a REIT;

      (13)  the control of any matters affecting the rights and obligations of
            the Partnership, including the settlement, compromise, submission to
            arbitration or any other form of dispute resolution, or abandonment
            of,
<PAGE>
                                       28


            any claim, cause of action, liability, debt or damages, due or owing
            to or from the Partnership, the commencement or defense of suits,
            legal proceedings, administrative proceedings, arbitration or other
            forms of dispute resolution, and the representation of the
            Partnership in all suits or legal proceedings, administrative
            proceedings, arbitrations or other forms of dispute resolution, the
            incurring of legal expense, and the indemnification of any Person
            against liabilities and contingencies to the extent permitted by
            law;

      (14)  the undertaking of any action in connection with the Partnership's
            direct or indirect investment in its Subsidiaries or any other
            Person (including, without limitation, the contribution or loan of
            funds by the Partnership to such Persons);

      (15)  the determination of the fair market value of any Partnership
            property distributed in kind using such reasonable method of
            valuation as the General Partner may adopt;

      (16)  the enforcement of any rights against any Partner pursuant to
            representations, warranties, covenants and indemnities relating to
            such Partner's contribution of property or assets to the
            Partnership;

      (17)  the exercise, directly or indirectly, through any attorney-in-fact
            acting under a general or limited power of attorney, of any right,
            including the right to vote, appurtenant to any asset or investment
            held by the Partnership;

      (18)  the exercise of any of the powers of the General Partner enumerated
            in this Agreement on behalf of or in connection with any Subsidiary
            of the Partnership or any other Person in which the Partnership has
            a direct or indirect interest, or jointly with any such Subsidiary
            or other Person;

      (19)  the exercise of any of the powers of the General Partner enumerated
            in this Agreement on behalf of any Person in which the Partnership
            does not have an interest pursuant to contractual or other
            arrangements with such Person;

      (20)  the making, execution and delivery of any and all deeds, leases,
            notes, mortgages, deed of trust, security agreements, conveyances,
            contracts, guarantees, warranties, indemnities, waivers, releases or
            legal instruments or agreements in writing necessary or appropriate,
            in the judgment of the General Partner, for the accomplishment of
            any of the powers of the General Partner enumerated in this
            Agreement;
<PAGE>
                                       29


      (21)  the issuance of additional Partnership Units in connection with
            Capital Contributions by Additional Limited Partners and additional
            Capital Contributions by Partners pursuant to Article 4;

      (22)  the opening of bank accounts on behalf of, and in the name of, the
            Partnership and its Subsidiaries;

      (23)  the distribution of cash to acquire Partnership Units held by a
            Limited Partner in connection with a Limited Partner's exercise of
            its Redemption Right under Section 8.6; and

      (24)  an election to dissolve the Partnership pursuant to Section 13.1.

      B. No Approval by Limited Partners. Each of the Limited Partners agrees
that the General Partner is authorized to execute, deliver and perform the
above-mentioned agreements and transactions on behalf of the Partnership without
any further act, approval or vote of the Partners, notwithstanding any other
provision of this Agreement (except as provided in Section 7.3), the Act or any
applicable law, rule or regulation, to the fullest extent permitted under the
Act or other applicable law, rule or regulation. The execution, delivery or
performance by the General Partner or the Partnership of any agreement
authorized or permitted under this Agreement shall not constitute a breach by
the General Partner of any duty that the General Partner may owe the Partnership
or the Limited Partners or any other Persons under this Agreement or of any duty
stated or implied by law or equity.

      C. Working Capital and Other Reserves. At all times from and after the
date hereof, the General Partner may cause the Partnership to establish and
maintain at any and all times working capital accounts and other cash or similar
balances in such amounts as the General Partner, in its sole and absolute
discretion, deems appropriate and reasonable from time to time, including upon
the liquidation of the Partnership pursuant to Section 13.2.

      D. Insurance. At all times from and after the date hereof, the General
Partner may cause the Partnership to obtain and maintain (i) casualty, liability
and other insurance on the properties of the Partnership, (ii) liability
insurance for the Indemnitee hereunder, (iii) liability insurance for the
directors and officers of the Company, and (iv) such other insurance as the
General Partner, in its sole and absolute discretion, determines to be
necessary.

      E. No Obligation to Consider Tax Consequences of Limited Partners. In
exercising its authority under this Agreement, the General Partner may, but
shall be under no obligation to, take into account the tax consequences to any
Partner of any action taken (or not taken) by it. The General Partner and the
Partnership shall not have liability to a Limited Partner under any
circumstances, as a result of any tax liability incurred (or tax benefit not
derived) by such Limited Partner as a result of an action (or inaction) by the
General Partner taken pursuant to its authority under this Agreement and in
accordance with the terms of Section 7.3, which
<PAGE>
                                       30


action (or inaction) is not in violation of any other provision of this
Agreement. The Limited Partners expressly acknowledge that the General Partner
is acting on behalf of the Partnership, the Company and the Company's
stockholders collectively. In the event of a conflict between the interests of
the stockholders of the Company on one hand and the Limited Partners on the
other, the General Partner shall endeavor in good faith to resolve the conflict
in a manner not adverse to either the stockholders of the Company or the Limited
Partners.

      Section 7.2 Certificate of Limited Partnership

      The General Partner shall file, simultaneously herewith, the Certificate
of Limited Partnership with the Secretary of State of the State of Delaware as
required by the Act. The General Partner shall use all reasonable efforts to
cause to be filed such other certificates or documents as may be reasonable and
necessary or appropriate for the formation, continuation, qualification and
operation of a limited partnership (or a partnership in which the limited
partners have limited liability) in the State of Delaware and any other state,
or the District of Columbia, in which the Partnership may elect to do business
or own property. To the extent that such action is determined by the General
Partner to be reasonable and necessary or appropriate, the General Partner shall
file amendments to and restatements of the Certificate of Limited Partnership
and do all of the things to maintain the Partnership as a limited partnership
(or a partnership in which the limited partners have limited liability) under
the laws of the State of Delaware and each other state, or the District of
Columbia, in which the Partnership may elect to do business or own property.
Subject to the terms of Section 8.5.A(4), the General Partner shall not be
required, before or after filing, to deliver or mail a copy of the Certificate
of Limited Partnership or any amendment thereto to any Limited Partner.

      Section 7.3 Restrictions on General Partner Authority

      The General Partner may not take any action in contravention of an express
prohibition or limitation of this Agreement without the written Consent of
Limited Partners holding a majority of the Percentage Interests of the Limited
Partners (including Limited Partner Interests held by the Company), or such
other percentage of the Limited Partners as may be specifically provided for
under a provision of this Agreement.

      Section 7.4 Reimbursement of the General Partner and the Company; DRIP's
and Repurchase Programs

      A. No Compensation. Except as provided in this Section 7.4 and elsewhere
in this Agreement (including the provisions of Articles 5 and 6 regarding
distributions, payments, and allocations to which it may be entitled), the
General Partner shall not be compensated for its services as general partner of
the Partnership.

      B. Partnership Expenses. The Partnership shall be responsible for and
shall pay all expenses relating to the Partnership's organization, the ownership
of its assets and its
<PAGE>
                                       31


operations. The General Partner shall be reimbursed on a monthly basis, or such
other basis as it may determine in its sole and absolute discretion, for all
expenses that it incurs relating to the ownership and operation of, or for the
benefit of, the Partnership (including, without limitation, (i) expenses
relating to the ownership of interests in and operation of the Partnership, (ii)
expenses related to the operations of the Company and the management and
administration of any Subsidiaries of the Company or the Partnership or
Affiliates of the Partnership, (iii) compensation of the Company's officers and
employees including, without limitation, payments under the General Partner's
Stock Incentive Plans that provides for stock units, or other phantom stock,
pursuant to which employees of the General Partner will receive payments based
upon dividends on or the value of REIT Shares, (iv) director fees and expenses
and (v) all costs and expenses of being a public company, including costs of
filings with the SEC, reports and other distributions to its stockholders);
provided that the amount of any such reimbursement shall be reduced by any
interest earned by the General Partner with respect to bank accounts or other
instruments or accounts held by it on behalf of the Partnership. The Partners
acknowledge that all such expenses of the General Partner are deemed to be for
the benefit of the Partnership. Reimbursements hereunder shall be in addition to
any reimbursement made as a result of indemnification pursuant to Section 7.7
and shall be treated as "guaranteed payments" within the meaning of Section
707(c) of the Code. To the extent practicable, partnership expenses shall be
billed directly to and paid by the Partnership.

      C. Issuance of Partnership Interests or Debt. The Partnership also shall
be responsible for and shall pay all expenses relating to any issuance of
additional Partnership Interests, Debt of the Partnership or the Company or
rights, options, warrants or convertible or exchangeable securities pursuant to
Article 4 (including, without limitation, all costs, expenses, damages and other
payments resulting from or arising in connection with litigation relating to any
of the foregoing), and the General Partner shall be properly reimbursed to the
extent it incurs any such expenses on behalf of the Partnership.

      D. Purchases of REIT Shares by the Company. In the event that the Company
shall elect to purchase from its shareholders REIT Shares in connection with a
share repurchase or similar program or for the purpose of delivering such REIT
Shares to satisfy an obligation under any dividend reinvestment or stock
purchase program adopted by the Company, any employee stock purchase plan
adopted by the Company, or any similar obligation or arrangement undertaken by
the Company in the future or for the purpose of retiring such REIT Shares, the
purchase price paid by the Company for such REIT Shares and any other expenses
incurred by the Company in connection with such purchase shall be considered
expenses of the Partnership and shall be advanced to the Company or reimbursed
to the Company, subject to the condition that: (i) if such REIT Shares
subsequently are sold by the Company, the Company shall pay to the Partnership
any proceeds received by the Company for such REIT Shares (which sales proceeds
shall include the amount of dividends reinvested under any dividend reinvestment
or similar program provided that a transfer of REIT Shares for Units pursuant to
Section 8.6 would not be considered a sale for such purposes); and (ii) if such
REIT Shares are not retransferred by the Company within thirty (30) days after
the purchase
<PAGE>
                                       32


thereof, or the Company otherwise determines not to retransfer such REIT Shares,
the Company, as General Partner, shall cause the Partnership to redeem a number
of Partnership Units held by the Company, as a Limited Partner, equal to the
product obtained by dividing the number of such REIT Shares by the Conversion
Factor (in which case such advancement or reimbursement of expenses shall be
treated as having been made as a distribution in redemption of such number of
Units held by the Company).

      Section 7.5 Outside Activities of the General Partner

      The General Partner shall not directly or indirectly enter into or conduct
any business other than in connection with the ownership, acquisition and
disposition of Partnership Interests and the management of the business of the
Partnership, and such activities as are incidental thereto. The General Partner
and any Affiliates of the General Partner may acquire Limited Partner Interests
and shall be entitled to exercise all rights of a Limited Partner relating to
such Limited Partner Interests.

      Section 7.6 Contracts with Affiliates

      A. Contribution. The Partnership may lend or contribute funds or other
assets to its Subsidiaries or other Persons in which it has an equity investment
and such Persons may borrow funds from the Partnership, on terms and conditions
established in the sole and absolute discretion of the General Partner. The
foregoing authority shall not create any right or benefit in favor of any
Subsidiary or any other Person.

      B. Asset Transfers. Except as provided in Section 7.5, the Partnership may
transfer assets to joint ventures, other partnerships, corporations or other
business entities in which it is or thereby becomes a participant upon such
terms and subject to such conditions consistent with this Agreement and
applicable law as the General Partner, in its sole and absolute discretion,
believes are advisable.

      C. Standards. Except as expressly permitted by this Agreement, neither the
General Partner nor any of its Affiliates shall sell, transfer, convey any
property to, purchase any property from, or enter into another transaction with,
the Partnership, the Company or the Company's Subsidiaries, directly or
indirectly, except pursuant to transactions that are determined by the General
Partner in good faith to be fair and reasonable.

      D. Stock Option Plans. The General Partner, in its sole and absolute
discretion and without the approval of the Limited Partners, may propose and
adopt, on behalf of the Partnership, employee benefit plans, stock option plans,
and similar plans funded by the Partnership for the benefit of employees of the
General Partner, the Partnership, Subsidiaries of the Partnership or the Company
or any Affiliate of any of them in respect of services performed, directly or
indirectly, for the benefit of the Partnership, the General Partner, or any
Subsidiaries of the Partnership.
<PAGE>
                                       33


      E. Conflict Avoidance Agreement. The General Partner is expressly
authorized to enter into, in the name and on behalf of the Partnership, a right
of first opportunity arrangement and other conflict avoidance agreements with
various Affiliates of the Partnership and the General Partner, on such terms as
the General Partner, in its sole and absolute discretion, believes are
advisable.

      Section 7.7 Indemnification

      A. General. To the fullest extent permitted by Delaware law, the
Partnership shall indemnify each Indemnitee from and against any and all losses,
claims, damages, liabilities, joint or several, expenses (including, without
limitation, attorneys fees and other legal fees and expenses), judgements,
fines, settlements, and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative,
that relate to the operations of the Partnership or the Company as set forth in
this Agreement, in which such Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, unless it is established that: (i) the act or
omission of the Indemnitee was material to the matter giving rise to the
proceeding and either was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the Indemnitee actually received an improper
personal benefit in money, property, or services; or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. Without limitation, the foregoing indemnity shall
extend to any liability of any Indemnitee, pursuant to a loan guaranty or
otherwise for any indebtedness of the Partnership or any Subsidiary of the
Partnership (including, without limitation, any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken subject
to), and the General Partner is hereby authorized and empowered, on behalf of
the Partnership, to enter into one or more indemnity agreements consistent with
the provisions of this Section 7.7 in favor of any Indemnitee having or
potentially having liability for any such indebtedness. The termination of any
proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or
its equivalent by an Indemnitee, or an entry of an order of probation against an
Indemnitee prior to judgment, creates a rebuttable presumption that such
Indemnitee acted in a manner contrary to that specified in this Section 7.7.A.
Any indemnification pursuant to this Section 7.7 shall be made only out of the
assets of the Partnership, and neither the General Partner nor any Limited
Partner shall have any obligation to contribute to the capital of the
Partnership, or otherwise provide funds, to enable the Partnership to fund its
obligations under this Section 7.7. It is the intent of the Partners that any
amounts paid by the Partnership to the General Partner pursuant to this Section
7.7 shall be treated as "guaranteed payments" within the meaning of Section
707(c) of the Code.

      B. Advancement of Expenses. Reasonable expenses incurred by an Indemnitee
who is a party to a proceeding shall be paid or reimbursed by the Partnership in
advance of the final disposition of the proceeding upon receipt by the
Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's
good faith belief that the standard of conduct necessary for indemnification by
the Partnership as authorized in Section 7.7.A. has been met, and (ii) a
<PAGE>
                                       34


written undertaking by or on behalf of the Indemnitee to repay the amount if it
shall be ultimately determined that the standard of conduct has not been met.

      C. No Limitation of Rights. The indemnification provided by this Section
7.7 shall be in addition to any other rights to which an Indemnitee or any other
Person may be entitled under any agreement, pursuant to any vote of the
Partners, as a matter of law or otherwise, and shall continue as to an
Indemnitee who has ceased to serve in such capacity unless otherwise provided in
a written agreement pursuant to which such Indemnitee is indemnified.

      D. Insurance. The Partnership may, but shall not be obligated to, purchase
and maintain insurance, on behalf of the Indemnitees and other such Person as
the General Partner shall determine, against any liability that may be asserted
against or expenses that may be incurred by such Person in connection with the
Partnership's activities, regardless of whether the Partnership would have the
power to indemnify such Person against such liability under the provisions of
this Agreement.

      E. Benefit Plan Fiduciary. For purposes of this Section 7.7, (i) the
Partnership shall be deemed to have requested an Indemnitee to serve as
fiduciary of an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise involves services
by, it to the plan or participants or beneficiaries of the plan; (ii) excise
taxes assessed on any Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall constitute fines within the meaning of Section
7.7; and (iii) actions taken or omitted by the Indemnitee with respect to an
employee benefit plan in the performance of its duties for a purpose reasonably
believed by it to be in the interest of the participants and beneficiaries of
the plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Partnership.

      F. No Personal Liability of Partners. In no event may an Indemnitee
subject any of the Partners to personal liability by reason of the
indemnification provisions set forth in this Agreement.

      G. Interested Transactions. An Indemnitee shall not be denied
indemnification in whole or in part under this Section 7.7 solely because the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement.

      H. Benefit. The provisions of this Section 7.7 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons. Any
amendment, notification or repeal of this Section 7.7 or any provision hereof
shall be prospective only and shall not in any way affect the Partnership's
liability to any Indemnitee under this Section 7.7, as in effect immediately
prior to such amendment, modification, or repeal with respect to claims arising
from or
<PAGE>
                                       35


relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.

      Section 7.8 Liability of the General Partner

      A. General. Notwithstanding anything to the contrary set forth in this
Agreement, the General Partner and its officers and directors shall not be
liable for monetary damages to the Partnership, any Partners or any Assignees
for losses sustained or liabilities incurred as a result of errors in judgment
or of any act or omission if the General Partner acted in good faith.

      B. No Obligation to Consider Separate Interests of Limited Partners. The
Limited Partners expressly acknowledge that, as stated in Section 7.1.E, the
General Partner is acting on behalf of the Partnership and the shareholders of
the Company collectively, that the General Partner is under no obligation to
consider the separate interests of the Limited Partners (except as otherwise
provided herein) in deciding whether to cause the Partnership to take (or
decline to take) any actions, and that the General Partner shall not be liable
for monetary damages or otherwise for losses sustained, liabilities incurred, or
benefits not derived by Limited Partners in connection with such decisions,
provided that the General Partner has acted in good faith.

      C. Actions by Agent. Subject to its obligations and duties as General
Partner set forth in Section 7.1.A, the General Partner may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed
upon it hereunder either directly or by or through its agents. The General
Partner shall not be responsible for any misconduct or negligence on the part of
any such agent appointed by the General Partner in good faith.

      D. Effect of Amendment. Any amendment, modification or repeal of this
Section 7.8 or any provisions hereof shall be prospective only and shall not in
any way affect the limitations of the General Partner's and its officers' and
directors' liability to the Partnership and the Limited Partners under this
Section 7.8 as in effect immediately prior to such amendment, modification or
repeal with respect to claims arising from or relating to matters occurring, in
whole or in part, prior to such amendment, modification or repeal, regardless of
when such claims may arise or be asserted.

      Section 7.9 Other Matters Concerning the General Partner

      A. Reliance on Documents. The General Partner may rely and shall be
protected in acting, or refraining from acting, upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, or other paper or document believed by it in good faith
to be genuine and to have been signed or presented by the proper party or
parties.
<PAGE>
                                       36


      B. Reliance on Professional Consultants. The General Partner may consult
with legal counsel, accountants, appraisers, management consultants, investment
bankers, architects, engineers, environmental consultants and other consultants
and advisers selected by it, and any act taken or omitted to be taken in
reliance upon the opinion of such Persons as to matters which such General
Partner reasonably believes to be within such Person's professional or expert
competence shall be conclusively presumed to have been done or omitted in good
faith and in accordance with such opinion.

      C. Actions Through Agents. The General Partner shall have the right, in
respect of any of its powers or obligations hereunder, to act through any of its
duly authorized officers and duly appointed attorneys-in-fact. Each such
attorney-in-fact shall, to the extent provided by the General Partner in the
power of attorney, have full power and authority to do and perform all and every
act and duty which is permitted or required to be done by the General Partner
hereunder.

      D. Action to Maintain REIT Status or Avoid Taxation of Company.
Notwithstanding any other provisions of this Agreement or the Act, any action of
the General Partner on behalf of the Partnership or any decision of the General
Partner to refrain from acting on behalf of the Partnership, undertaken in the
good faith belief that such action or omission is necessary or advisable in
order (i) to protect the ability of the Company to continue to qualify as a
REIT; or (ii) to avoid the Company incurring any taxes under Section 857 or
Section 4981 of the Code (including, without limitation, the granting of a loan
or advance from the Partnership to the Company); or (iii) to prevent
classification of the Partnership as a taxable "association" under Section 7704
of the Code, is expressly authorized under this Agreement and is deemed approved
by all of the Limited Partners.

      Section 7.10 Title to Partnership Assets

      Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner, individually or collectively, shall have any ownership
interest in such Partnership assets or any portion thereof. Title to any or all
of the Partnership assets may be held in the name of the Partnership, the
General Partner or one or more nominees, as the General Partner may determine,
including Affiliates of the General Partner. The General Partner hereby declares
and warrants that any Partnership assets for which legal title is held in the
name of the General Partner or any nominee or Affiliate of the General Partner
shall be held by the General Partner or such Affiliate for the use and benefit
of the Partnership in accordance with the provisions of this Agreement;
provided, however, that the General Partner shall use its best efforts to cause
beneficial and record title to such assets to be vested in the Partnership as
soon as reasonably practicable if failure to so vest such title would have a
material adverse effect on the Partnership. All Partnership assets shall be
recorded as the property of the Partnership in its books and records,
irrespective of the name in which legal title to such Partnership assets is
held.
<PAGE>
                                       37


      Section 7.11 Reliance by Third Parties

      Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner has full power and authority, without consent or approval of any other
Partner or Person, to encumber, sell or otherwise use in any manner any and all
assets of the Partnership and to enter into any contracts on behalf of the
Partnership, and take any and all actions on behalf of the Partnership and such
Person shall be entitled to deal with the General Partner as if the General
Partner were the Partnership's sole party in interest, both legally and
beneficially. Each Limited Partner hereby waives any and all defenses or other
remedies which may be available against such Person to contest, negate or
disaffirm any action of the General Partner in connection with any such dealing.
In no event shall any Person dealing with the General Partner or its
representatives be obligated to ascertain that the terms of this Agreement have
been complied with or to inquire into the necessity or expedience of any act or
action of the General Partner or its representatives. Each and every
certificate, document or other instrument executed on behalf of the Partnership
by the General Partner or its representatives shall be conclusive evidence in
favor of any and every Person relying thereon or claiming thereunder that (i) at
the time of the execution and delivery of such certificate, document or
instrument, this Agreement was in full force and effect; (ii) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership; and
(iii) such certificate, document or instrument was duly executed and delivered
in accordance with the terms and provisions of this Agreement and is binding
upon the Partnership.

                                    ARTICLE 8
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

      Section 8.1 Limitation of Liability

      The Limited Partners shall have no liability under this Agreement except
is expressly provided in this Agreement, including Section 10.5, or under the
Act.
<PAGE>
                                       38


      Section 8.2 Management of Business

      No Limited Partner or Assignee (other than the General Partner, any of its
Affiliates or any officer, director, employee, agent or trustee of the General
Partner, the Partnership or any of their Affiliates, in their capacity as such)
shall take part in the operation, management or control (within the meaning of
the Act) of the Partnership's business, transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. The transaction of any such business by the General Partner, any of
its Affiliates or any officer, director, employee, partner, agent or trustee of
the General Partner, the Partnership or any of their Affiliates, in their
capacity as such, shall not affect, impair or eliminate the limitations and the
liability of the Limited Partners or Assignees under this Agreement.

      Section 8.3 Outside Activities of Limited Partners

      Subject to any agreements entered into pursuant to Section 7.6.E and any
other agreements entered into by a Limited Partner or its Affiliates with the
Partnership or any of its Subsidiaries, any Limited Partner (other than the
Company) and any officer, director, employee, agent, trustee, Affiliate or
shareholder of any Limited Partner shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities that are in direct
competition with the Partnership or that are enhanced by the activities of the
Partnership. Neither the Partnership nor any Partners shall have any rights by
virtue of this Agreement in any business ventures of any Limited Partner or
Assignee. None of the Limited Partners (other than the Company) nor any other
Person shall have any rights by virtue of this Agreement or the Partnership
relationship established hereby in any business ventures of any other Person and
such Person shall have no obligation pursuant to this Agreement to offer any
interest in any such business ventures to the Partnership, any Limited Partner
or say such other Person, even if such opportunity is of a character which, if
presented to the Partnership, any Limited Partner or such other Person, could be
taken by such Person.

      Section 8.4 Return of Capital

      Except pursuant to the right of redemption set forth in Section 8.6, no
Limited Partner shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent of distributions made pursuant to this
Agreement or upon termination of the Partnership as provided herein. Except to
the extent provided by Exhibit C, any Partnership Unit Designation or as
otherwise expressly provided in this Agreement, no Limited Partner or Assignee
shall have priority over any other Limited Partner or Assignee, either as to the
return of Capital Contributions or as to profits, losses or distributions.
<PAGE>
                                       39


      Section 8.5 Rights of Limited Partners Relating to the Partnership

      A. General. In addition to the other rights provided by this Agreement or
by the Act, and except as limited by Section 8.5.C, each Limited Partner shall
have the right, for a purpose reasonably related to such Limited Partner's
interest as a limited partner in the Partnership, upon written demand (including
a statement of the purpose of such demand) and at such Limited Partner's own
expense (including such copying and administrative charges as the General
Partner may establish from time to time):

      (1)   to obtain a copy of the most recent annual and quarterly reports
            filed with the Securities and Exchange Commission by the Company
            pursuant to the Securities Exchange Act of 1934;

      (2)   to obtain a copy of the Partnership's federal, state and local
            income tax returns for each Partnership Year;

      (3)   to obtain a current list of the name and last known business,
            residence or mailing address of each Partner;

      (4)   to obtain a copy of this Agreement and the Certificate of Limited
            Partnership and all amendments thereto, together with executed
            copies of all powers of attorney pursuant to which this Agreement,
            the Certificate of Limited Partnership and all amendments thereto
            have been executed; and

      (5)   to obtain true and full information regarding the amount of cash and
            a description and statement of any other property or services
            contributed by each Partner and which each Partner has agreed to
            contribute in the future, and the date on which each became a
            Partner.

      B. Notice of Conversion Factor and REIT Shares Amount. The Partnership
shall notify each Limited Partner, upon request, of the then current Conversion
Factor and the REIT Shares Amount per Partnership Unit and, with reasonable
detail, how the same was determined.

      C. Confidentiality. Notwithstanding any other provision of this Section
8.5, the General Partner may keep confidential from the Limited Partners, for
such period of time as the General Partner determines in its sole and absolute
discretion to be reasonable, any information that (i) the General Partner
reasonably believes to be in the nature of trade secrets or other information,
the disclosure of which the General Partner in good faith believes is not in the
best interests of the Partnership or could damage the Partnership or its
business; or (ii) the Partnership is required by law or by agreements with an
unaffiliated third party to keep confidential.
<PAGE>
                                       40


      Section 8.6 Redemption Right

      A. General. Subject to Sections 8.6.B and 8.6.C, at any time on or after
the day following the first (1st) anniversary of date of issuance of a
Partnership Unit to a Limited Partner pursuant to Article 4, or on or after such
date prior to the expiration of such one-year period 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 Specified
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. The Redemption Right shall be exercised
pursuant to a Notice of Redemption delivered to the Partnership (with a copy to
the Company) by the Limited Partner who is exercising the redemption right (the
"Redeeming Partner"); provided, however, that the Partnership shall not be
obligated to satisfy such Redemption Right if the Company elects to purchase the
Partnership Units subject to the Notice of Redemption pursuant to Section 8.6.B.
A Limited Partner may not exercise the Redemption Right for less than one
thousand (1,000) Partnership Units or, if such Limited Partner holds less than
one thousand (1,000) Partnership Units, all of the Partnership Units held by
such Partner. The Redeeming Partner shall have no right, with respect to any
Partnership Units so redeemed, to receive any distributions paid on or after the
Specified Redemption Date. The Assignee of any Limited Partner may exercise the
rights of such Limited Partner pursuant to this Section 8.6, and such Limited
Partner shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Assignee. In connection with any
exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash
Amount shall be paid by the Partnership directly to such Assignee and not to
such Limited Partner.

      B. Company Assumption of Right. Notwithstanding the provisions of Section
8.6.A, a Limited Partner that exercises the Redemption Right shall be deemed to
have offered to sell the Partnership Units described in the Notice of Redemption
to the Company, and the Company may, in its sole and absolute discretion, elect
to purchase directly and acquire such Partnership Units by paying to the
Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected
by the Company (in its sole and absolute discretion), on the Specified
Redemption Date, whereupon the Company shall acquire the Partnership Units
offered for redemption by the Redeeming Partner and shall be treated for all
purposes of this Agreement as the owner of such Partnership Units. If the
Company shall elect to exercise its right to purchase Partnership Units under
this Section 8.6.B with respect to a Notice of Redemption, it shall so notify
the Redeeming Partner within five (5) Business Days after the receipt by it of
such Notice of Redemption. Unless the Company (in its sole and absolute
discretion) shall exercise its right to purchase Partnership Units from the
Redeeming Partner pursuant to this Section 8.6.B, the Company shall not have any
obligation to the Redeeming Partner of the Partnership with respect to the
Redeeming Partner's exercise of the Redemption Right. In the event the Company
shall exercise its right to purchase Partnership Units with respect to the
exercise of a Redemption Right in the manner described in the first sentence of
this Section
<PAGE>
                                       41


8.6.B, the Partnership shall have no obligation to pay any amount to the
Redeeming Partner with respect to such Redeeming Partner's exercise of such
Redemption Right, and each of the Redeeming Partner, the Partnership, and the
Company shall treat the transaction between the Company and the Redeeming
Partner, for federal income tax purposes, as a sale of the Redeeming Partner's
Partnership Units to the Company. Each Redeeming Partner agrees to execute such
documents as the Company may reasonably require in connection with the issuance
of REIT Shares upon exercise of the Redemption Right.

      C. Exceptions to Exercise of Redemption Right. Notwithstanding the
provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be entitled
to exercise the Redemption Right pursuant to Section 8.6.A if the delivery of
REIT Shares to such Partner on the Specified Redemption Date by the Company
pursuant to Section 8.6.B (regardless of whether or not the Company would in
fact exercise its rights under Section 8.6.B) would be prohibited under the
Certificate of Incorporation of the Company.

      D. No Liens on Partnership Units Delivered for Redemption. Each Limited
Partner covenants and agrees with the Company that all Partnership Units
delivered for redemption shall be delivered to the Company free and clear of all
liens, and, notwithstanding anything contained herein to the contrary, the
Company shall not be under any obligation to acquire Partnership Units which are
or may be subject to any liens. Each Limited Partners further agrees that, in
the event any state or local property transfer tax is payable as a result of the
transfer of its Partnership Units to the Company, such Limited Partners shall
assume and pay such transfer tax.

      E. Additional Partnership Interests. In the event that the Partnership
issues additional Partnership Interests pursuant to Section 4.2.A, the General
Partner shall make such revisions to this Section 8.6 as it determines are
necessary to reflect the issuance of such additional Partnership Interests.

                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

      Section 9.1 Records and Accounting

      The General Partner shall keep or cause to be kept at the principal office
of the Partnership those records and documents required to be maintained by the
Act and other books and records deemed by the General Partner to be appropriate
with respect to the Partnership's business, including, without limitation, all
books and records necessary to provide to the Limited Partners any information,
lists and copies of documents required to be provided pursuant to Section 9.3.
Any records maintained by or on behalf of the Partnership in the regular course
of its business may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, micrographics or any other information storage device,
provided that the
<PAGE>
                                       42


records so maintained are convertible into clearly legible written form within a
reasonable period of time. The books of the Partnership shall be maintained, for
financial and tax reporting purposes, on an accrual basis in accordance with
generally accepted accounting principles, or such other basis as the General
Partner determines to be necessary or appropriate.

      Section 9.2 Fiscal Year

      The fiscal year of the Partnership shall be the calendar year.

      Section 9.3 Reports

      A. Annual Reports. As soon as practicable, but in no event later than the
date on which the Company mails its annual report to its shareholders, the
General Partner shall cause to be mailed to each Limited Partner as of the close
of the Partnership Year, an annual report containing financial statements of the
Partnership, or of the Company if such statements are prepared solely on a
consolidated basis with the Company, for such Partnership Year, presented in
accordance with generally accepted accounting principles, such statements to be
audited by a nationally recognized firm of independent public accountants
selected by the General Partner.

      B. Quarterly Reports. If and to the extent that the Company mails
quarterly reports to its shareholders, as soon as practicable, but in no event
later that the date on which such reports are mailed, the General Partner shall
cause to be mailed to each Limited Partner as of the last day of the calendar
quarter, a report containing unaudited financial statements of the Partnership,
or of the Company, if such statements are prepared solely on a consolidated
basis with the Company, and such other information as may be required by
applicable law or regulation, or as the General Partner determines to be
appropriate.

                                   ARTICLE 10
                                   TAX MATTERS

      Section 10.1 Preparation of Tax Returns

      The General Partner shall arrange for the preparation and timely filing of
all returns of Partnership income, gains, deductions, losses and other items
required of the Partnership for federal and state income tax purposes and shall
use all reasonable efforts to furnish, within ninety (90) days of the close of
each taxable year, the tax information reasonably required by Limited Partners
for federal and state income tax reporting purposes.
<PAGE>
                                       43


      Section 10.2 Tax Elections

      Except as otherwise provided herein, the General Partner shall, in its
sole and absolute discretion, determine whether to make any available election
pursuant to the Code, including, without limitation, the election under Section
754 of the Code. The General Partner shall have the right to seek to revoke any
tax election it makes (including, without limitation, the election under Section
754 of the Code) upon the General Partner's determination, in its sole and
absolute discretion, that such revocation is in the best interests of the
Partners.

      Section 10.3 Tax Matters Partner

      A. General. The General Partner shall be the "tax matters partner" of the
Partnership for federal income tax purposes. Pursuant to Section 6230(e) of the
Code, upon receipt of notices from the IRS of the beginning of an administrative
proceeding with respect to the Partnership, the tax matters partner shall
furnish the IRS with the name, address, taxpayer identification number, and
profit interest of each of the Limited Partners and any Assignees; provided,
however, that such information is provided to the Partnership by the Limited
Partners and the Assignees.

      B. Powers. The tax matters partner is authorized, but not required:

      (1)   to enter into any settlement with the IRS with respect to any
            administrative or judicial proceedings for the adjustment of
            Partnership items required to be taken into account by a Partner for
            income tax purposes (such administrative proceedings being referred
            to as a "tax audit" and such judicial proceedings being referred to
            as "judicial review"), and in the settlement agreement the tax
            matters partner may expressly state that such agreement shall bind
            all Partners, except that such settlement agreement shall not bind
            any Partner (i) who (within the time prescribed pursuant to the Code
            and Regulations) filed a statement with the IRS providing that the
            tax matters partner shall not have the authority to enter into a
            settlement agreement on behalf of such Partner; or (ii) who is a
            "notice partner" (as defined in Section 6231(a)(8) of the Code) or a
            member of a "notice group" (as defined in Section 6223(b)(2) of the
            Code);

      (2)   in the event that a notice of a final administrative adjustment at
            the Partnership level of any item required to be taken into account
            by a Partner for tax purposes (a "final adjustment") is mailed to
            the tax matters partner, to seek judicial review of such final
            adjustment, including the filing of a petition for readjustment with
            the Tax Court or the filing of a complaint for refund with the
            United States Claims Court or the District Court of the United
            States for the district in which the Partnership's principal place
            of business is located;
<PAGE>
                                       44


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

      (4)   to file a request for an administrative adjustment with the IRS and,
            if any part of such request is not allowed by the IRS, to file an
            appropriate pleading (petition or complaint) for judicial review
            with respect to such request;

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

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

      The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to indemnification of the General
Partner set forth in Section 7.7 shall be fully applicable to the tax matters
partner in its capacity as such.

      C. Reimbursement. The tax matters partner shall receive no compensation
for its services. All third party costs and expenses incurred by the tax matters
partner in performing its duties as such (including legal and accounting fees
and expenses) shall be borne by the Partnership. Nothing herein shall be
construed to restrict the Partnership from engaging professional consultants to
assist the tax matters partner in discharging its duties hereunder, so long as
the compensation paid by the Partnership for such services is reasonable.

      Section 10.4 Organizational Expenses

      The Partnership shall elect to deduct expenses, if any, incurred by it in
organizing the Partnership ratably over a sixty (60) month period as provided in
Section 709 of the Code.

      Section 10.5 Withholding

      Each Limited Partner hereby authorizes the Partnership to withhold from,
or pay on behalf of or with respect to, such Limited Partner any amount of
federal, state, local, or foreign taxes that the General Partner determines that
the Partnership is required to withhold or pay with respect to any amount
distributable or allocable to such Limited Partner pursuant to this Agreement,
including, without limitation, any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445, 1446 or 3406 of the Code.
Furthermore, each Limited Partner agrees to provide the Partnership with correct
and complete information, and duly authorized certifications or forms (e.g., IRS
Forms W-8 or W-9), relating to
<PAGE>
                                       45


withholding tax compliance or reporting, as the General Partner may request from
time to time. Any amount paid on behalf of or with respect to a Limited Partner
pursuant to this Section 10.5 shall constitute a recourse loan by the
Partnership to such Limited Partner, which loan shall be repaid by such Limited
Partner within fifteen (15) days after notice from the General Partner that such
payment must be made unless (i) the Partnership withholds such payment from a
distribution which would otherwise be made to the Limited Partner; or (ii) the
General Partner determines, in its sole and absolute discretion, that such
payment may be satisfied out of the available funds of the Partnership which
would, but for such payment, be distributed to the Limited Partner. Any amounts
withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as
having been distributed to such Limited Partner. Each Limited Partner hereby
unconditionally and irrevocably grants to the Partnership a security interest in
such Limited Partner's Partnership Interest to secure such Limited Partner's
obligation to pay to the Partnership any amounts required to be paid pursuant to
this Section 10.5. In the event that a Limited Partner fails to pay any amounts
owed to the Partnership pursuant to this Section 10.5 when due, the General
Partner may, in its sole and absolute discretion, elect to make the payment to
the Partnership on behalf of such defaulting Limited Partner, and in such event
shall be deemed to have loaned such amount to such defaulting Limited Partner
and shall succeed to all rights and remedies of the Partnership as against such
defaulting Limited Partner. Without limitations in such event the General
Partner shall have the right to receive distributions that would otherwise be
distributable to such defaulting Limited Partner until such time as such loan,
together with all interest thereon, has been paid in full, and any such
distributions so received by the General Partner shall be treated as having been
distributed to the defaulting Limited Partner and immediately paid by the
defaulting Limited Partner to the General Partner in repayment of such loan. Any
amounts payable by a Limited Partner hereunder shall bear interest at the lesser
of (A) the base rate on corporate loans at large United States money center
commercial banks, as published from time to time in The Wall Street Journal, or
its successor, or, if the same is not longer published, another comparable
publication selected by the General Partner in its sole and absolute discretion,
plus four (4) percentage points, or (B) the maximum lawful rate of interest on
such obligation, such interest to accrue from the date such amount is due (i.e.,
fifteen (15) days after demand) until such amount is paid in full. Each Limited
Partner shall take such actions as the Partnership or the General Partner shall
request in order to perfect or enforce the security interest created hereunder.

                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

      Section 11.1 Transfer

      A. Definition. The term "transfer," when used in this Article 11 with
respect to a Partnership Unit, shall be deemed to refer to a transaction by
which the General Partner purports to assign all or any part of its General
Partner Interest to another Person or by which
<PAGE>
                                       46


a Limited Partner purports to assign all or any part of its Limited Partner
Interest to another Person and includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition by
operation of law or otherwise. The term "transfer" when used in this Article 11
does not include any redemption of Partnership Interests by the Partnership from
a Limited Partner or any acquisition of Partnership Units from a Limited Partner
by the Company pursuant to Section 8.6. No part of the interest of a Limited
Partner shall be subject to the claims of any creditor, any spouse for alimony
or support, or to legal process, and may not be voluntarily or involuntarily
alienated or encumbered except as may be specifically provided for in this
Agreement or consented to by the General Partner.

      B. General. No Partnership Interest shall be transferred, in whole or in
part, except in accordance with the terms and conditions set forth in this
Article 11. Any transfer or purported transfer of a Partnership Interest not
made in accordance with this Article 11 shall be null and void.

      Section 11.2 Transfer of the Company's General Partner Interest and
Limited Partner Interest; Extraordinary Transactions

      A. General. The Company may not transfer any of its General Partner
Interest or withdraw as General Partner, or transfer any of its Limited Partner
Interest, or engage in an Extraordinary Transaction, except, in any such case,
(i) if such Extraordinary Transaction is, or such transfer or withdrawal is
pursuant to an Extraordinary Transaction that is, permitted under Section 11.2.B
or (ii) if Partners holding at least three-fourths of the then outstanding
Partnership Common Units (other than Partnership Common Units held by the
Company or its Affiliates) consent to such transfer or withdrawal or
Extraordinary Transaction, or (iii) if such transfer is to an entity that is
wholly-owned by the Company and is a Qualified REIT Subsidiary under Section
856(i) of the Code.

      B. Extraordinary Transactions. The General Partner is permitted to engage
in the following Extraordinary Transactions without the approval or vote of the
Limited Partners except as provided in Section 11.2.C:

            (i)   an Extraordinary Transaction in connection with which all
                  Limited Partners either will receive, or will have the right
                  to elect to receive for each Partnership Unit an amount of
                  cash, securities, or other property equal to the product of
                  the Conversion Factor and the greatest amount of cash,
                  securities or other property paid to a holder of one REIT
                  Share in consideration of one REIT Share pursuant to the terms
                  of the Extraordinary Transaction, provided that, if, in
                  connection with the Extraordinary Transaction, a purchase,
                  tender or exchange offer shall have been made to and accepted
                  by the holders of more than fifty percent (50%) of the
                  outstanding REIT Shares, each holder of Partnership Units
                  shall receive, or shall have the right to elect to receive,
                  the greatest amount of cash, securities, or other property
                  which such holder would have received had it exercised its
<PAGE>
                                       47


                  Redemption Right (as set forth in Section 8.6) and received
                  REIT Shares in exchange for its Partnership Units immediately
                  prior to the expiration of such purchase, tender or exchange
                  offer and had thereupon accepted such purchase, tender or
                  exchange offer and then such Extraordinary Transaction shall
                  have been consummated; and

            (ii)  a merger, or other combination of assets, with another entity
                  if: (w) immediately after such Extraordinary Transaction,
                  substantially all of the assets directly or indirectly owned
                  by the surviving entity, other than Partnership Units held by
                  such General Partner, are owned directly or indirectly by the
                  Partnership or another limited partnership or limited
                  liability company which is the survivor of a merger,
                  consolidation or combination of assets with the Partnership
                  (in each case, the "Surviving Partnership"); (x) the Limited
                  Partners own a percentage interest of the Surviving
                  Partnership based an the relative fair market value of the net
                  assets of the Partnership (as determined pursuant to Section
                  11.2.E) and the other net assets of the Surviving Partnership
                  (as determined pursuant to Section 11.2.E) immediately prior
                  to the consummation of such transaction; (y) the rights
                  preferences and privileges of the Limited Partners in the
                  Surviving Partnership are at least as favorable as those in
                  effect immediately prior to the consummation of such
                  transaction and as those applicable to any other limited
                  partners or non-managing members of the Surviving Partnership;
                  and (z) such rights of the Limited Partners include the right
                  to exchange their interests in the Surviving Partnership for
                  at least one of: (a) the consideration available to such
                  Limited Partners pursuant to Section 11.2.B(i) or (b) if the
                  ultimate controlling person of the Surviving Partnership has
                  publicly traded common equity securities, such common equity
                  securities, with an exchange ratio based on the relative fair
                  market value of such securities (as determined pursuant to
                  Section 11.2.E) and the REIT Shares.

      C. Partnership Vote. The General Partner shall not consummate any
Extraordinary Transaction in connection with which it conducted a vote of its
stockholders (a "Stockholder Vote") unless the General Partner also conducts a
vote of the Partners of the Partnership (the "Partnership Vote") in which (i)
the General Partner provides the Partners with advance notice equal in time to
the advance notice given in the case of the Stockholder Vote, (ii) in connection
with such advance notice the General Partner provides the Partners with written
materials describing the proposed Extraordinary Transaction as well as the tax
effect of the consummation thereof on the Limited Partners, (iii) in such vote
of the Partners, the General Partner votes all Partnership Interests (General
and Limited) held by it in proportion to the manner in which all outstanding
Shares of capital stock of the General Partner were voted at the Stockholder
Meeting (such votes to be "For," "Against," "Abstain" and "Not Present"), and
(iv) the total votes of the General and Limited Partners voted "For," "Against,"
"Abstain"
<PAGE>
                                       48


and "Not Present" would be sufficient, if such vote were a vote by the Company
of its stockholders, to approve the Extraordinary Transaction. For purposes of
the Partnership Vote, each holder of a Partnership Interest shall be entitled to
a number of votes equal to the total votes such holder would have been entitled
to at the Stockholder Meeting had such holder presented its Partnership Interest
for redemption and such Partnership Interest had been acquired by the Company
for the REIT Shares Amount of REIT Shares prior to the record date therefor.

      D. Structure to Avoid Recognizing Gain. Without in any way limiting the
exculpation from liability set forth in Section 7.1.D and 7.8.B, in connection
with any transaction permitted by Section 11.2.B or Section 11.2.C, the General
Partner shall use its commercially reasonable efforts to structure such
Extraordinary Transaction to avoid causing the Limited Partners to recognize
gain for federal income tax purposes, by virtue of the occurrence of or their
participation in such Extraordinary Transaction.

      E. Fair Market Value. In connection with any transaction permitted by
Section 11.2.B or 11.2.C, the relative fair market values shall be reasonably
determined by the General Partner as of the time of such transaction and, to the
extent applicable, shall be no less favorable to the Limited Partners than the
relative values reflected in the terms of such transaction.

      Section 11.3 Limited Partners' Rights to Transfer

      A. General. Subject to the provisions of Sections 11.3.C, 11.3.D, 11.3.E,
and 11.4, a Limited Partner (other then the Company) may transfer, with or
without the consent of the General Partner, all or any portion of its
Partnership Interest, or any of such Limited Partner's economic rights as a
Limited Partner provided that prior written notice of such proposed transfer is
delivered to the General Partner.

      B. Incapacity. If a Limited Partner is subject to Incapacity, the
executor, administrator, trustee, committee, guardian, conservator or receiver
of such Limited Partner's estate shall have all of the rights of a Limited
Partner, but not more rights than these enjoyed by other Limited Partners, for
the purpose of settling or managing the estate and such power as the
Incapacitated Limited Partner possessed to transfer all or any part of his or
its interest in the Partnership. The Incapacity of a Limited Partner, in and of
itself, shall not dissolve or terminate the Partnership.

      C. No Transfers Violating Securities Laws. The General Partner may
prohibit any transfer by a Limited Partner of its Partnership Units unless it
receives a written opinion of counsel (which opinion and counsel shall be
reasonably satisfactory to the Partnership) to such Limited Partner that such
transfer would not require filing of a registration statement under the
Securities Act of 1933 or would not otherwise violate any federal or state
securities laws or
<PAGE>
                                       49


regulations applicable to the Partnership or the Partnership Units or, at the
option of the Partnership, an opinion of counsel to the Partnership to the same
effect.

      D. No Transfer Affecting Tax Status of Partnership or the Company. No
transfer by a Limited Partner of its Partnership Units may be made to any Person
if (i) in the opinion of counsel for the Partnership, it would result in the
Partnership being treated as an association taxable as a corporation for federal
income tax purposes or would result in a termination of the Partnership for
federal income tax purposes, (ii) in the opinion of counsel for the Partnership,
it would adversely affect the ability of the Company to continue to qualify as a
REIT or would subject the Company to any additional taxes under Section 857 or
Section 4981 of the Code; (iii) such transfer is effectuated through an
"established securities market" or a "secondary market (or the substantial
equivalent thereof)" with the meaning of Section 7704 of the Code; (iv) such
transfer would cause the Partnership to become, with respect to any employee
benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in
Section 3(14) of ERISA) or a "disqualified person" (as defined in Section
4975(c) of the Code); (v) such transfer would, in the opinion of counsel for the
Partnership, cause any portion of the assets of the Partnership to constitute
assets of any employee benefit plan pursuant to Department of Labor Regulations
Section 2510.2-101; or (vi) such transfer would subject the Partnership to be
regulated under the Investment Company Act of 1940, the Investment Advisors Act
of 1940 or the Employee Retirement Income Security Act of 1974, each as amended.

      E. No Transfers to Holders of Nonrecourse Liabilities. No transfer of any
Partnership Units may be made to a lender to the Partnership or any Person who
is related (within the meaning of Section 1.752-4(b) of the Regulations) to any
lender to the Partnership whose loan constitutes a Nonrecourse Liability,
without the consent of the General Partner, in its sole and absolute discretion.

      Section 11.4 Substituted Limited Partners

      A. Consent of General Partner. No Limited Partner shall have the right to
substitute a transferee as a Limited Partner in its place. The General Partner
shall, however, have the right to consent to the admission of a transferee of
the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted
Limited Partner, which consent may be given or withheld by the General Partner
at its sole and absolute discretion. The General Partner's failure or refusal to
permit a transferee of any such interests to become a Substituted Limited
Partner shall not give rise to any cause of action against the Partnership or
any Partner.

      B. Rights of Substituted Limited Partner. A transferee who has been
admitted as a Substituted Limited Partner in accordance with this Article 11
shall have all the rights and powers and be subject to all the restrictions and
liabilities of a Limited Partner under this Agreement. The admission of any
transferee as a Substituted Limited Partner shall be conditioned upon the
transferee executing and delivering to the Partnership an acceptance of all the
terms and conditions of this Agreement (including, without limitation, the
provisions of
<PAGE>
                                       50


Section 2.4) and such other documents or instruments as may be required to
affect the admission.

      C. Amendment of Exhibit A. Upon the admission of a Substituted Limited
Partner, the General Partner shall amend Exhibit A to reflect the name, address,
number of Partnership Units, and Percentage Interest of such Substituted Limited
Partner and to eliminate or adjust, if necessary, the name, address and interest
of the predecessor of such Substituted Limited Partner.

      Section 11.5 Assignees

      If the General Partner, in its sole and absolute discretion, does not
consent to the admission of any permitted transferee as a Substituted Limited
Partner, as described in Section 11.4, such transferee shall be considered an
Assignee for purposes of this Agreement. An Assignee shall be deemed to have had
assigned to it, and shall be entitled to receive distributions from the
Partnership and the share of Net Income, Net Loss, Recapture Income, and any
other items, gain, loss deduction and credit of the Partnership attributable to
the Partnership Units assigned to such transferee, but shall not be deemed to be
a holder of Partnership Units for any other purpose under this Agreement, and
shall not be entitled to vote such Partnership Units in any matter presented to
the Limited Partners for a vote (such Partnership Units being deemed to have
been voted on such matter in the same proportion as all other Partnership Units
held by Limited Partners are voted). In the event any such transferee desires to
make a further assignment of any such Partnership Units, such transferee shall
be subject to all of the provisions of this Article 11 to the same extent and in
the same manner as any Limited Partner desiring to make an assignment of
Partnership Units.

      Section 11.6 General Provisions

      A. Withdrawal of Limited Partner. No Limited Partner may withdraw from the
Partnership other than as a result of a permitted transfer of all of such
Limited Partner's Partnership Units in accordance with this Article 11 or
pursuant to redemption of all of its Partnership Units under Section 8.6.

      B. Termination of Status as Limited Partner. Any Limited Partner who shall
transfer all of its Partnership Units in a transfer permitted pursuant to this
Article 11 shall cease to be a Limited Partner upon the admission of all
Assignees of such Partnership Units as Substitute Limited Partners. Similarly,
any Limited Partner who shall transfer all of its Partnership Units pursuant to
a redemption of all of its Partnership Units under Section 8.6 shall cease to be
a Limited Partner.

      C. Timing of Transfers. Transfers pursuant to this Article 11 may only be
made on the first day of a fiscal quarter of the Partnership, unless the General
Partner otherwise agrees.
<PAGE>
                                       51


      D. Allocations. If any Partnership Interest is transferred or assigned
during any quarterly segment of the Partnership's fiscal year in compliance with
the provisions of this Article 11 or redeemed or transferred pursuant to Section
8.6 on any day other than the first day of a Partnership Year, then Net Income,
Net Loss, each item thereof and all other items attributable to such interest
for such Partnership Year shall be divided and allocated between the transferor
Partner and the transferee Partner by taking into account their varying
interests during the Partnership Year in accordance with Section 706(d) of the
Code, using the interim closing of the books method or another permissible
method selected by the General Partner. Solely for purposes of making such
allocations, each of such items for the calendar month in which the transfer or
assignment occurs shall be allocated to the transferee Partner, and none of such
items for the calendar month in which a redemption occurs shall be allocated to
the Redeeming Partner; provided, however, that the General Partner may adopt
such other conventions relating to allocations in connection with transfers,
assignments or redemptions as it determines are necessary or appropriate. All
distributions of Available Cash attributable to such Partnership Unit with
respect to which the Partnership Record Date is before the date of such
transfer, assignment, or redemption shall be made to the transferor Partner or
the Redeeming Partner, as the case may be, and in the case of a transfer or
assignment other than a redemption, all distributions of Available Cash
thereafter attributable to such Partnership Unit shall be made to the transferee
Partner.

                                   ARTICLE 12
                              ADMISSION OF PARTNERS

      Section 12.1 Admission of Successor General Partner

      A successor to all of the General Partner Interest pursuant to Section
11.2 hereof who is proposed to be admitted as a successor General Partner shall
be admitted to the Partnership as the General Partner, effective upon such
transfer. Any such transferee shall carry on the business of the Partnership
without dissolution. In each case, the admission shall be subject to the
successor General Partner executing and delivering to the Partnership an
acceptance of all of the terms and conditions of this Agreement and such other
documents or instruments as may be required to effect the admission. In the case
of such admission on any day other than the first day of a Partnership Year, all
items attributable to the General Partner Interest for such Partnership Year
shall be allocated between the transferring General Partner and such successor
as provided in Section 11.6.D.

      Section 12.2 Admission of Additional Limited Partners

      A. General. After the admission to the Partnership of the initial Limited
Partner on the date hereof, a Person who makes a Capital Contribution to the
Partnership in accordance with this Agreement or who exercises an option to
receive Partnership Units shall be admitted to the Partnership as an Additional
Limited Partner only upon furnishing to the General Partner (i)
<PAGE>
                                       52


evidence of acceptance in form satisfactory to the General Partner of all of the
terms and conditions of this Agreement, including, without limitation, the power
of attorney granted in Section 2.4 and (ii) such other documents or instruments
as may be required in the discretion of the General Partner in order to effect
such Person's admission as an Additional Limited Partner.

      B. Consent of General Partner. Notwithstanding anything to the contrary in
this Section 12.2, no Person shall be admitted as an Additional Limited Partner
without the consent of the General Partner, which consent may be given or
withheld in the General Partner's sole and absolute discretion. The admission of
any Person as an Additional Limited Partner shall become effective on the date
upon which the name of such Person is recorded on the books and records of the
Partnership, following the consent of the General Partner to such admission.

      C. Allocation to Additional Limited Partners. If any Additional Limited
Partner is admitted to the Partnership on any day other than the first day of a
Partnership Year, then Net Income, Net Loss, each item thereof and all other
items allocable among Partners and Assignees for such Partnership Year shall be
allocated among such Additional Limited Partner and all other Partners and
Assignees by taking into account their varying interests during the Partnership
Year in accordance with Section 706(d) of the Code, using the "interim closing
of the books" method or another permissible method selected by the General
Partner. Solely for purposes of making such allocations, each such item for the
calendar month in which an admission of any Additional Limited Partner occurs
shall be allocated among all of the Partners and Assignees, including such
Additional Limited Partner; provided, however, that the General Partner may
adopt such other conventions relating to allocations to Additional Limited
Partners as it determines are necessary or appropriate. All distributions of
Available Cash with respect to which the Partnership Record Date is before the
date of such admission shall be made solely to Partners and Assignees, other
than the Additional Limited Partner, and all distributions of Available Cash
thereafter shall be made to all of the Partners and Assignees, including such
Additional Limited Partner.

      Section 12.3 Amendment of Agreement and Certificate of Limited Partnership

      For the admission to the Partnership of any Partner, the General Partner
shall take all steps necessary and appropriate under the Act to amend the
records of the Partnership and, if necessary, to prepare as soon as practical an
amendment of this Agreement (including an amendment of Exhibit A) and, if
required by law, shall prepare and file an amendment to the Certificate of
Limited Partnership and may for this purpose exercise the power of attorney
granted pursuant to Section 2.4.
<PAGE>
                                       53


                                   ARTICLE 13
                    DISSOLUTION, LIQUIDATION AND TERMINATION

      Section 13.1 Dissolution

      The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the withdrawal of the General Partner, any successor General Partner shall
continue the business of the Partnership. The Partnership shall dissolve, and
its affairs shall be wound up, only upon the first to occur of any of the
following ("Liquidating Events"):

      (i) the expiration of its term as provided in Section 2.5;

      (ii) an event of withdrawal of the General Partner, as defined in the Act
(other than an event of bankruptcy), unless, within ninety (90) days after such
event of withdrawal, a majority in interest of the remaining Partners agree in
writing to continue the business of the Partnership and to the appointment,
effective as of the date of withdrawal, of a successor General Partner;

      (iii) until and including December 31, 2047, an election to dissolve the
Partnership made by the General Partner with the consent of the Limited Partners
who hold at least two-thirds (2/3) of the outstanding Partnership Common Units
held by the Limited Partners (including Partnership Common Units held by the
General Partner);

      (iv) an election to dissolve the Partnership made by the General Partner,
in its sole and absolute discretion, after December 31, 2047;

      (v) entry of a decree of judicial dissolution of the Partnership pursuant
to the provisions of the Act;

      (vi) the sale of all, or substantially all of the assets and properties of
the Partnership; or

      (vii) a final and non-appealable judgment is entered by a court of
competent jurisdiction ruling that the General Partner is bankrupt or insolvent,
or a final and non-appealable and order for relief is entered by a court with
appropriate jurisdiction against the General Partner, in each case under any
federal or state bankruptcy or insolvency law as now or hereafter in effect,
unless prior to the entry of such order or judgment all of the remaining
Partners agree in writing to continue the business of the Partnership and to the
appointment, effective as of a date prior to the date of such order or judgment,
of a substitute General Partner.
<PAGE>
                                       54


      Section 13.2 Winding Up

      A. General. Upon the occurrence of a Liquidating Event, the Partnership
shall continue solely for the purposes of winding up its affairs in an orderly
manner, liquidating its assets, and satisfying the claims of its creditors and
Partners. No Partner shall take any action that is inconsistent with, or not
necessary to or appropriate for, the winding up of the Partnership's business
and affairs. The General Partner, or, in the event there is no remaining General
Partner, any Person elected by a majority in interest of the Limited Partners
(the General Partner or such other Person being referred to herein as the
"Liquidator"), shall be responsible for overseeing the winding up and
dissolution of the Partnership and shall take full account of the Partnership's
liabilities and property and the Partnership property shall be liquidated as
promptly as is consistent with obtaining the fair value thereof, and the
proceeds therefrom (which may, to the extent determined by the General Partner,
include shares of common stock in the Company) shall be applied and distributed
in the following order:

      (1)   First, to the payment and discharge of all of the Partnership's
            debts and liabilities to creditors other than the Partners;

      (2)   Second, to the payment and discharge of all of the Partnership's
            debts and liabilities to the General Partner;

      (3)   Third, to the payment and discharge of all of the Partnership's
            debts and liabilities to the other Partners;

      (4)   Fourth, to the holders of Partnership Interests that are entitled to
            any preference in distribution upon liquidation in accordance with
            the rights of any such class of Partnership Interests (and within
            such class to each holder thereof pro rata based on the proportion
            of the total number of outstanding units of such class represented
            by such holder's units of such class); and

      (5)   The balance, if any, to the General Partner and Limited Partners in
            accordance with their positive Capital Account balances, after
            giving effect to all contributions, distributions, and allocations
            for all periods.

The General Partner shall not receive any additional compensation for any
services performed pursuant to this Article 13.

      B. Deferred Liquidation. Notwithstanding the provisions of Section 13.2.A
which require liquidation of the assets of the Partnership, but subject to the
order of priorities set forth therein, if prior to or upon dissolution of the
Partnership the Liquidator determines that an immediate sale of part or all of
the Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its sole and absolute discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
liabilities of the
<PAGE>
                                       55


Partnership (including to those Partners as creditors) and/or distribute to the
Partners, in lieu of cash, as tenants in common and in accordance with the
provisions of Section 13.2.A, undivided interests in such Partnership assets as
the Liquidator deems not suitable for liquidation. Any such distributions in
kind shall be made only if, in the good faith judgment of the Liquidator, such
distributions in kind are in the best interest of the Partners, and shall be
subject to such conditions relating to the disposition and management of such
properties as the Liquidator deems reasonable and equitable and to any
agreements governing the operation of such properties at such time. The
Liquidator shall determine the fair market value of any property distributed in
kind using such reasonable method of valuation as it may adopt.

      C. Reserves. In the discretion of the Liquidator, a pro rata portion of
the distributions that would otherwise be made to the General Partner and
Limited Partners pursuant to this Article 13 may be:

      (1)   distributed to a trust established for the benefit of the General
            Partner and Limited Partners for the purposes of liquidating
            Partnership assets, collecting amounts owed to the Partnership, and
            paying any contingent or unforeseen liabilities or obligations of
            the Partnership or the General Partner arising out of or in
            connection with the Partnership. The assets of any such trust shall
            be distributed to the General Partner and Limited Partners from time
            to time, in the reasonable discretion of the Liquidator, in the same
            proportions as the amount distributed to such trust by the
            Partnership would otherwise have been distributed to the General
            Partner and Limited Partners pursuant to this Agreement; or

      (2)   withheld or escrowed to provide a reasonable reserve for Partnership
            liabilities (contingent or otherwise) and to reflect the unrealized
            portion of any installment obligations owed to the Partnership,
            provided that such withheld or escrowed amounts shall be distributed
            to the General Partner and Limited Partners in the manner and order
            of priority set forth in Section 13.2.A as soon as practicable.

      Section 13.3 Compliance with Timing Requirements of Regulations

      In the event the Partnership is "liquidated" within the meaning of
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 Regulations Section 1.704-1(b)(2)(ii)(b)(2).

      If the General Partner has a deficit balance in his Capital Account (after
giving effect to all contributions, distributions and allocations for all Fiscal
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
<PAGE>
                                       56


compliance with Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3). If any
Limited Partner has a deficit balance in its Capital Account (after giving
effect to all contributions, distributions and allocations for all Fiscal 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 (i) the amount required to
increase its Capital Account as of such date to zero or (ii) such Limited
Partner's Limited Partner Recourse Debt Percentage multiplied by the 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 the 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.

      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
within two hundred seventy (270) days of the death of such Limited Partner a
written notice setting forth the maximum deficit balance in his 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 his Capital Account is negative at such time), then such
Limited Partner's estate (and the beneficiaries thereof who receive distribution
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.

      Section 13.4 Rights of Limited Partners

      Except as otherwise provided in this Agreement, each Limited Partner shall
look solely to the assets of the Partnership for the return of its Capital
Contributions and shall have no right or power to demand or receive property
other than cash from the Partnership. Except as otherwise provided in this
Agreement, no Limited Partner shall have priority over any other Partner as to
the return of its Capital Contributions, distributions, or allocations.

      Section 13.5 Notice of Dissolution
<PAGE>
                                       57


      In the event a Liquidating Event occurs or an event occurs that would, but
for the provisions of an election or objection by one or more Partners pursuant
to Section 13.1, result in a dissolution of the Partnership, the General Partner
shall, within thirty (30) days thereafter, provide written notice thereof to
each of the Partners.

      Section 13.6 Termination of Partnership and Cancellation of Certificate of
Limited Partnership

      Upon the completion of the liquidation of the Partnership's assets, as
provided in Section 13.2, the Partnership shall be terminated, a certificate of
cancellation shall be filed, and all qualifications of the Partnership as a
foreign limited partnership in jurisdictions other than the State of Delaware
shall be canceled and such other actions may be necessary to terminate the
Partnership shall be taken.

      Section 13.7 Reasonable Time for Winding-Up

      A reasonable time shall be allowed for the orderly winding-up of the
business and affairs of the Partnership and the liquidation of its assets
pursuant to Section 13.2, in order to minimize any losses otherwise attendant
upon such winding-up, and the provisions of this Agreement shall remain in
effect between the Partners during the period of liquidation.

      Section 13.8 Waiver of Partition

      Each Partner hereby waives any right to partition of the Partnership
property.

                                   ARTICLE 14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

      Section 14.1 Amendments

      A. General. Amendments to this Agreement may be proposed only by the
General Partner. Following such proposal, the General Partner shall submit any
proposed amendment to the Limited Partners. The General Partner shall seek the
written vote of the Partners on the proposed amendment or shall call a meeting
to vote thereon and to transact any other business that it may deem appropriate.
For purposes of obtaining a written vote, the General Partner may require a
response within a reasonable specified time, but not less than fifteen (15)
days, and failure to respond in such time period shall constitute a vote which
is consistent with the General Partner's recommendation with respect to the
proposal. Except as provided in Section 7.3, 14.1.B, 14.1.C or 14.1.D, a
proposed amendment shall be adopted and be effective as an amendment hereto if
it is approved by the General Partner and it receives the Consent of Partners
holding a majority of the then outstanding Partnership Common Units (including
<PAGE>
                                       58


Partnership Common Units held by the Company); provided that an action shall
become effective at such time as the requisite consents are received even if
prior to such specified time.

      B. Amendments Not Requiring Limited Partner Approval. Notwithstanding
Section 14.1.A and without limitation to the rights of the General Partner
pursuant to Sections 7.3, 14.1.C or 14.1.D, the General Partner shall have the
power, without the consent of the Limited Partners, to amend this Agreement as
may be required to facilitate or implement any of the following purposes:

      (1)   to add to the obligation of the General Partner or surrender any
            right or power granted to the General Partner or any Affiliate of
            the General Partner for the benefit of the Limited Partners;

      (2)   to reflect the admission, substitution, termination, or withdrawal
            or Partners in accordance with this Agreement;

      (3)   to set forth and reflect in the Agreement the designations, rights,
            powers, duties, and preferences of the holders of any additional
            Partnership Interests issued pursuant to Section 4.2.A;

      (4)   to reflect a change that is of an inconsequential nature and does
            not adversely affect the Limited Partners in any material respect,
            or to cure any ambiguity, correct or supplement any provisions in
            this Agreement not inconsistent with law or with other provisions,
            or make other changes with respect to matters arising under this
            Agreement that will not be inconsistent with law or with the
            provisions of this Agreement; and

      (5)   to satisfy any requirements, conditions, or guidelines contained in
            any order, directive, opinion, ruling or regulation of a federal or
            state agency or contained in federal or state law.

The General Partner shall provide notice to the Limited Partners when any action
under this Section 14.1.B is taken in the next regular communication to the
Limited Partners.

      C. Amendments Requiring Limited Partner Approval. Notwithstanding Section
14.1.A and Section 14.1.B, this Agreement shall not be amended without the
Consent of each Partner adversely affected if such amendment would (i) convert a
Limited Partner's interest in the Partnership into a General Partner Interest;
(ii) modify the limited liability of a Limited Partner in a manner adverse to
such Limited Partner; (iii) alter rights of the Partner (other than as a result
of the issuance of Partnership Interests) to receive distributions pursuant to
Article 5 or Article 13 or the allocations specified in Article 6 (except as
permitted pursuant to Section 4.2 and Section 14.1.B(3)); (iv) alter or modify
the Redemption Right Cash Amount or REIT Shares Amount as set forth in Section
8.6 and 11.2.B, and the related definitions, in a
<PAGE>
                                       59


manner adverse to such Partner; (v) cause the termination of the Partnership
prior to the time set forth in Section 2.5 or 13.1; or (vi) amend this Section
14.1.C.

      D. Other Amendments Requiring Limited Partner Approval. Notwithstanding
Section 14.1.A or Section 14.1.B, the General Partner shall not (except in
connection with amendments made to reflect the issuance of additional
Partnership Interests and the relative rights, powers and duties incident
thereto) amend Sections 4.2.A, 7.5, 7.6, 11.2, or 14.2 without the Consent of
Partners holding a majority of the then outstanding Partnership Common Units,
excluding Partnership Common Units held by the Company.

      E. Amendment of Exhibit A. Notwithstanding anything in this Article 14 or
elsewhere in this Agreement to the contrary, any amendment and restatement of
Exhibit A by the General Partner to reflect events or changes otherwise
authorized or permitted by this Agreement shall not be deemed an amendment of
this Agreement and may be done at any time and from time to time, as necessary
by the General Partner without the Consent of the Limited Partners.

      Section 14.2 Meetings of the Partners

      A. General. Meetings of the Partners may be called only by the General
Partner. The request shall state the nature of the business to be transacted.
Notice of any such meeting shall be given to all Partners not less than seven
(7) days nor more than thirty (30) days prior to the date of such meeting.
Partners may vote in person or by proxy at such meeting. Whenever the vote or
Consent of the Partners is permitted or required under this Agreement, such vote
or Consent may be given at a meeting of the Partners or may be given in
accordance with the procedure prescribed in Section 14.1.A. Except as otherwise
expressly provided in this Agreement, the Consent of holders of a majority of
the then outstanding Partnership Common Units (including Partnership Common
Units held by the Company) shall control.

      B. Actions Without Meeting. Any action required or permitted to be taken
at a meeting of the Partners may be taken without a meeting if a written consent
setting forth the action so taken is signed by Partners holding a majority of
the then outstanding Partnership Common Units (or such other percentage as is
expressly required by this Agreement). Such consent may be in one instrument or
in several instruments, and shall have the same force and effect as a vote of
the Partners holding a majority of the then outstanding Partnership Common Units
(or such other percentage as is expressly required by this Agreement). Such
consent shall be filed with the General Partner. An action so taken shall be
deemed to have been taken at a meeting held on the effective date so certified.

      C. Proxy. Each Limited Partner may authorize any Person or Persons to act
for him by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or participating
at a meeting. Every proxy must be signed by the Limited Partner or his
attorney-in-fact. No proxy shall be valid after the expiration of
<PAGE>
                                       60


twelve (12) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the Limited Partner executing
it, such revocation to be effective upon the Partnership's receipt of written
notice of such revocation from the Limited Partner executing such proxy.

      D. Conduct. Each meeting of the Partners shall be conducted by the General
Partner or such other Person as the General Partner may appoint pursuant to such
rules for the conduct of the meeting as the General Partner or such other Person
deems appropriate. Without limitation, meetings of Partners may be conducted in
the same manner as meetings of the shareholders of the Company and may be held
at the same time, and as part of, meetings of the shareholders of the Company.

                                   ARTICLE 15
                                   PROVISIONS

      Section 15.1 Addresses and Notice

      Any notice, demand, request or report required or permitted to be given or
made to a Partner or Assignee under this Agreement shall be in writing and shall
be deemed given or made when delivered in person or when sent by first class
United States mail or by other means of written communication to the Partner or
Assignee at the address set forth in Exhibit A or such other address of which
the Partner shall notify the General Partner in writing.

      Section 15.2 Titles and Captions

      All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any provisions hereof.
Except as specifically provided otherwise, references to "Articles" and
"Sections" are to Articles and Sections of this Agreement.

      Section 15.3 Pronouns and Plurals

      Whenever the context may require, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.

      Section 15.4 Further Action

      The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.
<PAGE>
                                       61


      Section 15.5 Binding Effect

      This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

      Section 15.6 Creditors; Other Third Parties

      Other then as expressly set forth herein with respect to the Indemnities,
none of the provisions of this Agreement shall be for the benefit of, or shall
be enforceable by, any creditor or other third party having dealings with the
Partnership.

      Section 15.7 Waiver

      No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.

      Section 15.8 Counterparts

      This Agreement may be executed in counterparts, all of which together
shall constitute one agreement binding on all of the patties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Agreement immediately
upon affixing its signature hereto.

      Section 15.9 Applicable Law

      This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law.

      Section 15.10 Invalidity of Provisions

      If any provision of this Agreement shall to any extent be held void or
unenforceable (as to duration, scope, activity, subject or otherwise) by a court
of competent jurisdiction, such provision shall be deemed to be modified so as
to constitute a provision conforming as nearly as possible to the original
provision while still remaining valid and enforceable. In such event, the
remainder of this Agreement (or the application of such provision to persons or
circumstances other than those in respect of which it is deemed to be void or
unenforceable) shall not be affected thereby. Each other provision of this
Agreement, unless specifically conditioned upon the voided aspect of such
provision, shall remain valid and enforceable to the fullest extent permitted by
law, and any other provisions of this Agreement that are specifically
conditioned on the voided aspect of such invalid provision shall also be deemed
to be modified
<PAGE>
                                       62


so as to constitute a provision conforming as nearly as possible to the original
provision while still remaining valid and enforceable to the fullest extent
permitted by law.

      Section 15.11 Entire Agreement

      This Agreement contains the entire understanding and agreement among the
Partners with respect to the subject matter hereof and supersedes any other
prior written or oral understandings or agreements among them with respect
thereto.

      Section 15.12 No Rights as Shareholders

      Nothing contained in this Agreement shall be construed as conferring upon
the holders of the Partnership Units any rights whatsoever as shareholders of
the Company, including without limitation, any right to receive dividends or
other distributions made to shareholders of the Company or to vote or to consent
or receive notice as shareholders in respect to any meeting of the shareholders
for the election of directors of the Company or any other matter
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                    GENERAL PARTNER

                                    CORNERSTONE PROPERTIES INC.


                                    By: /s/ John S. Moody
                                        ---------------------------------
                                        John S. Moody
                                        President and
                                        Chief Executive Officer

                                    By: /s/ Thomas P. Loftus
                                        ---------------------------------
                                        Thomas P. Loftus
                                        Vice President and Secretary
<PAGE>

                         LIMITED PARTNER SIGNATURE PAGE

      The undersigned, desiring to become one of the named Limited Partners of
Cornerstone Properties Limited Partnership, hereby becomes a party to the
Agreement of Limited Partnership of Cornerstone Properties Limited Partnership
by and among Cornerstone Properties Inc. and such Limited Partners, dated as of
December 23, 1997. The Undersigned agrees that this signature page may be
attached to any counterpart of said Agreement of Limited Partnership.

      Signature line for Limited Partner:      CORNERSTONE PROPERTIES INC.
                                               By /s/ John S. Moody
                                                  ------------------------------
                                                  John S. Moody
                                                  President and
                                                  Chief Executive Officer

                                               By /s/ Thomas P. Loftus
                                                  ------------------------------
                                                  Thomas P. Loftus
                                                  Vice President and Secretary

      Address of Limited Partner:          c/o Cornerstone Properties Inc.
                                               Tower 56
                                               126 East 56th Street
                                               New York, New York 10022
<PAGE>

                         LIMITED PARTNER SIGNATURE PAGE

      The undersigned, desiring to become one of the named Limited Partners of
Cornerstone Properties Limited Partnership, hereby becomes a party to the
Agreement of Limited Partnership of Cornerstone Properties Limited Partnership
by and among Cornerstone Properties Inc. and such Limited Partners, dated as of
December 23, 1997. The Undersigned agrees that this signature page may be
attached to any counterpart of said Agreement of Limited Partnership.

      Signature line for Limited Partner:      CORPRO REAL ESTATE
                                               MANAGEMENT, INC.
                                               By /s/ John S. Moody
                                                  ------------------------------
                                                  John S. Moody
                                                  President and
                                                  Chief Executive Officer

                                               By /s/ Thomas P. Loftus
                                                  ------------------------------
                                                  Thomas P. Loftus
                                                  Vice President and Secretary


      Address of Limited Partner:          c/o Cornerstone Properties Inc.
                                               Tower 56
                                               126 East 56th Street
                                               New York, New York 10022
<PAGE>

                                    Exhibit A

                Partners Contributions and Partnership Interests
<PAGE>

                                    Exhibit B

                           Capital Account Maintenance

1.    Capital Accounts of the Partners

      A. The Partnership shall maintain for each Partner a separate Capital
Account in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv).
Such Capital Account shall be increased by (i) the amount of all Capital
Contributions and any other deemed contributions made by such Partner to the
Partnership pursuant to this Agreement; and (ii) all items of Partnership income
and gain (including income and gain exempt from tax) computed in accordance with
Section l.B hereof and allocated to such Partner pursuant to Section 6.1.A of
this Agreement and Exhibit C, and decreased by (x) the amount of cash or Agreed
Value of all actual and deemed distributions of cash or property made to such
Partner pursuant to this Agreement; and (y) all items of Partnership deduction
and loss computed in accordance with Section 1.B hereof and allocated to such
Partner pursuant to Section 6.1.B of the Agreement and Exhibit C hereof.

      B. For purposes of computing the amount of any item of income, gain,
deduction at loss to be reflected in the Partners' Capital Accounts, unless
otherwise specified in this Agreement, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes determined in
accordance with Section 703(a) of the Code (for this purpose all items of
income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be included in taxable income or loss), with
the following adjustments:

      (1)   Except as otherwise provided in Regulations Section
            1.704-1(b)(2)(iv)(m), the computation of all items of income, gain,
            loss and deduction shall be made without regard to any election
            under Section 754 of the Code which may be made by the Partnership,
            provided that the amounts of any adjustments to the adjusted bases
            of the assets of the Partnership made pursuant to Section 734 of the
            Code as a result of the distribution of property by the Partnership
            to a Partner (to the extent that such adjustments have not
            previously been reflected in the Partners' Capital Accounts) shall
            be reflected in the Capital Accounts of the Partners in the manner
            and subject to the limitations prescribed in Regulations Section
            1.704-1(b)(2)(iv)(m)(4).

      (2)   The computation of all items of income, gain, and deduction shall be
            made without regard to the fact that items described in Sections
            705(a)(1)(B) or 705(a)(2)(B) of the Code are not includable gross
            income or are neither currently deductible nor capitalized for
            federal income tax purposes.


                                       B-1
<PAGE>

      (3)   Any income, gain or loss attributable to the taxable disposition of
            any Partnership property shall be determined as if the adjusted
            basis of such property as of such date of disposition were equal in
            amount to the Partnership's Carrying Value with respect to such
            property as of such date.

      (4)   In lieu of the depreciation, amortization, and other cost recovery
            deductions taken into account in computing such taxable income or
            loss, there shall be taken into account Depreciation for such fiscal
            year.

      (5)   In the event the Carrying Value of any Partnership Asset is adjusted
            pursuant to Section 1.D hereof, the amount of any such adjustment
            shall be taken into account as gain or loss from the disposition of
            such asset.

      C. A transferee (including an Assignee) of a Partnership Unit shall
succeed to a pro rata portion of the Capital Account of the transferor.

      D.    (1)   Consistent with the provisions of Regulations Section
                  1.704-1(b)(2)(iv)(f), and as provided in Section 1.D(2)
                  hereof, the Carrying Value of all Partnership assets shall be
                  adjusted upward or downward to reflect any Unrealized Gain or
                  Unrealized Loss attributable to such Partnership property, as
                  of the times of the adjustments provided in Section 1.D(2)
                  hereof, as if such Unrealized Gain or Unrealized Loss had been
                  recognized on an actual sale of each such property and
                  allocated pursuant to Section 6.1 of the Agreement.

            (2)   Such adjustments shall be made as of the following times: (a)
                  immediately prior to the acquisition of an additional interest
                  in the Partnership by any new or existing Partner in exchange
                  for more than a de minimus Capital Contribution; (b)
                  immediately prior to the distribution by the Partnership to a
                  Partner of more than a de minimus amount of property as
                  consideration for an interest in the Partnership; and (c)
                  immediately prior to the liquidation of the Partnership within
                  the meaning of Regulations Section l.704-1(b)(2)(ii)(g)
                  provided, however, that adjustments pursuant to clauses (a)
                  and (b) above shall be made only if the General Partner
                  determines that such adjustments are necessary or appropriate
                  to reflect the relative economic interests of the Partners in
                  the Partnership.

            (3)   In accordance with Regulations Section 1.704-1(b)(2)(iv)(e),
                  the Carrying Value of Partnership assets distributed in kind
                  shall be adjusted upward or downward to reflect any Unrealized
                  Gain or Unrealized Loss attributable to such Partnership
                  property, as of the time any such asset is distributed.


                                       B-2
<PAGE>

            (4)   In determining Unrealized Gain or Unrealized Loss for purposes
                  of this Exhibit B, the aggregate cash amount and fair market
                  value of all Partnership assets (including cash or cash
                  equivalents) shall be determined by the General Partner using
                  such reasonable method of valuation as it may adopt, or in the
                  case of a liquidating distribution pursuant to Article 13 of
                  the Agreement, shall be determined and allocated by the
                  Liquidator using such reasonable methods of valuation as it
                  may adopt. The General Partner, or the Liquidator, as the case
                  may be, shall allocate such aggregate value among the assets
                  of the Partnership (in such manner as it determines in its
                  sole and absolute discretion to arrive at a fair market value
                  for individual properties).

      E. The provisions of this Agreement (including this Exhibit B and other
Exhibits to this Agreement) relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b), and shall be interpreted
and applied in a manner consistent with such Regulations. In the event the
General Partner shall determine that it is prudent to modify either (i) the
manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities which
are secured by contributed or distributed property or which are assumed by the
Partnership, the General Partner, or the Limited Partners) are computed, or (ii)
the manner in which items are allocated among the Partners for federal income
tax purposes in order to comply with such Regulations or to comply with Section
704(c) of the Code, then the General Partner may make such modification without
regard to Article 14 of the Agreement, provided that it is not likely to have a
material effect on the amounts distributable to any Person pursuant to Article
13 of the Agreement upon the dissolution of the Partnership. The General Partner
also shall (i) make any adjustments that arc necessary or appropriate to
maintain equality between the Capital Accounts of the Partners and the amount of
Partnership capital reflected on the Partnership's balance sheet, as computed
for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q);
and (ii) make any appropriate modifications in the event unanticipated events
might otherwise cause this Agreement not to comply with Regulations Section
1.704-1(b). In addition, the General Partner may adopt and employ such methods
and procedures for (i) the maintenance of book and tax capital accounts; (ii)
the determination and allocation of adjustments under Sections 704(c), 734 and
743 of the Code; (iii) the determination of Net Income, Net Loss, taxable loss
and items thereof under this Agreement and pursuant to the Code; (iv) the
adoption of reasonable conventions and methods for the valuation of assets and
the determination of tax basis; (v) the allocation of asset value and tax basis;
and (vi) conventions for the determination of cost recovery, depreciation and
amortization deductions, as it determines in its sole discretion are necessary
or appropriate to execute the provisions of this Agreement, to comply with
federal and state tax laws, and are in the best interest of the Partners.


                                       B-3
<PAGE>

      2. No Interest

      No interest shall be paid by the Partnership on Capital Contributions or
on balances in Partners' Capital Accounts.

      3. No Withdrawal

      No Partner shall be entitled to withdraw any part of such Partner's
Capital Contribution or Capital Account or to receive any distribution from the
Partnership, except as provided in Articles 4, 5, 7 and 13 of this Agreement.


                                       B-4
<PAGE>

                                    Exhibit C

                            Special Allocation Rules

1.    Special Allocation Rules

      Notwithstanding any other provision of the Agreement or this Exhibit C,
the following special allocations shall be made in the following order:

      A. Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1
of the Agreement or any other provisions of this Exhibit C, if there is a net
decrease in Partnership Minimum Gain during any Partnership taxable year, each
Partner shall be specially allocated items of Partnership income and gain for
such year (and, if necessary, subsequent years) in an amount equal to such
Partner's share of the net decrease in Partnership Minimum Gain, as determined
under Regulations Section 1.704-2(g). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant thereto. The items to be so allocated shall
be determined in accordance with Regulations Section 1.704-2(f)(6). This Section
1.A is intended to comply with the minimum gain chargeback requirements in
Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
Solely for purposes of this Section 1.A, each Partner's Adjusted Capital Account
Deficit shall be determined prior to any other allocations pursuant to Section
6.1 of Partner Minimum Gain during such Partnership taxable year.

      B. Partner Minimum Gain Chargeback. Notwithstanding any other provision of
Section 6.1 of this Agreement or any other provisions of this Exhibit C (except
Section 1.A hereof), if there is a net decrease in Partner Minimum Gain
attributable to a Partner Nonrecourse Debt during any Partnership taxable year,
each Partner who has a share of the Partner Minimum Gain attributable to such
Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.702-2(i)(5), shall be specially allocated items of Partnership income and gain
for such year (and, if necessary, subsequent years) in an amount equal to such
Partner's share of the net decrease in Partner Minimum Gain attributable to such
Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Regulations Section 1.704-2(i)(4). This Section 1.B is intended to comply
with the minimum gain chargeback requirement in such Section of the Regulations
and shall be interpreted consistently therewith. Solely for purposes of this
Section 1.B., each Partner's Adjusted Capital Account Deficit shall be
determined prior to any other allocations pursuant to Section 6.1 of the
Agreement or this Exhibit with respect to such Partnership taxable year, other
than allocations pursuant to Section 1.A hereof.


                                       C-1
<PAGE>

      C. Qualified Income Offset. In the event any Partner unexpectedly receives
any adjustments, allocations or distributions described in Regulations Sections
1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6),
and after giving effect to the allocations required under Sections 1.A and 1.B
hereof such Partner has an Adjusted Capital Account Deficit, items of
Partnership income and gain (consisting of a pro rata portion of each item of
Partnership income, including gross income and gain for the Partnership taxable
year) shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, its Adjusted
Capital Account Deficit created by such adjustments, allocations or
distributions as quickly as possible.

      D. Nonrecourse Deductions. Nonrecourse Deductions for any Partnership
taxable year shall be allocated to the Partners in accordance with their
respective Percentage Interests. If the General Partner determines in its good
faith discretion that the Partnership's Nonrecourse Deductions must be allocated
in a different ratio to satisfy the safe harbor requirements of the Regulations
promulgated under Section 704(b) of the Code, the General Partner is authorized,
upon notice to the Limited Partners, to revise the prescribed ratio to the
numerically closest ratio for such Partnership taxable year which would satisfy
such requirements.

      E. Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for
any Partnership taxable year shall be specially allocated to the Partner 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
Regulations Section 1.704-2(i).

      F. Code Section 754 Adjustments. To the extent an adjustment to the
adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b)
of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m),
to be taken into account in determining Capital Accounts, the amount of such
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 such basis), and such item of gain or loss shall be specially
allocated to the Partners in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted pursuant to such Section of the
Regulations.

      G. Curative Allocations. The allocations set forth in Section 1.A through
1.F hereof (the "Regulatory Allocations") are intended to comply with certain
requirements of the Regulations under Section 704(b) of the Code. The Regulatory
Allocations may not be consistent with the manner in which the Partners intend
to divide Partnership distributions. Accordingly, the General Partner is hereby
authorized to divide other allocations of income, gain, deduction and loss among
the Partners so as to prevent the Regulatory Allocations from distorting the
manner in which Partnership distributions will be divided among the Partners. In
general, the Partners anticipate that, if necessary, this will be accomplished
by specially allocating other items of income, gain, loss and deduction among
the Partners so that the net amount of the Regulatory Allocations and such
special allocations to each person is zero. However, the General Partner will
have discretion to accomplish this result in any reasonable manner; provided,
however, that


                                       C-2
<PAGE>

no allocation pursuant to this Section 1.G shall cause the Partnership to fail
to comply with the requirements of Regulations Sections 1.704-1(b)(2)(ii)(d),
-2(e) or -2(i).

2.    Allocations for Tax Purposes

      A. Except as otherwise provided in this Section 2, for federal income tax
purposes, each item of income, gain, loss and deduction shall be allocated among
the Partners in the same manner as its correlative item of "book" income gain,
loss or deduction is allocated pursuant to Section 6.1 of the Agreement and
Section 1 hereof.

      B. In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss, and
deduction shall be allocated for federal income tax purposes among the Partners
as follows:

      (1)   (a)   In the case of a Contributed Property, such items attributable
                  thereto shall be allocated among the Partners, consistent with
                  the principles of Section 704(c) of the Code and the
                  Regulations thereunder, to take into account the variation
                  between the 704(c) Value of such property and its adjusted
                  basis at the time of contribution; and

            (b)   any item of Residual Gain or Residual Loss attributable to a
                  Contributed Property shall be allocated among the Partners in
                  the same manner as its correlative item of "book" gain or loss
                  is allocated pursuant to Section 6.1 of the Agreement and
                  Section 1 hereof.

      (2)   (a)   In the case of an Adjusted Property, such items shall

                  (1) first, be allocated among the Partners in a manner
                  consistent with the principles of Section 704(c) of the Code
                  and the Regulations thereunder to take into account the
                  Unrealized Gain or Unrealized Loss attributable to such
                  property and the allocations thereof pursuant to Exhibit B;
                  and

                  (2) second, in the event each property was originally a
                  Contributed Property, be allocated among the Partners in a
                  manner consistent with Section 2.B(1) hereof; and

            (b)   any item of Residual Gain or Residual Loss attributable to an
                  Adjusted Property shall be allocated among the Partners in the
                  same manner its correlative item of "book" gain or loss is
                  allocated pursuant to Section 6.1. of the Agreement and
                  Section 1 hereof.


                                       C-3
<PAGE>

            (3)   all other items of income, gain, loss and deduction shall be
                  allocated among the Partners the same manner as their
                  correlative item of "book" gain or loss is allocated pursuant
                  to Section 6.1 of the Agreement and Section 1 hereof.

      C. To the extent that the Treasury Regulations promulgated pursuant to
Section 704(c) of the Code permit the Partnership to utilize alternative methods
to eliminate the disparities between the Carrying Value of property and its
adjusted basis, the General Partner shall have the authority to elect the method
to be used by the Partnership and such election shall be binding on all
Partners.


                                       C-4
<PAGE>

                                    Exhibit D

                              Notice of Redemption

      The undersigned Limited Partner hereby irrevocably (i) redeems _________
Limited Partnership Units in Cornerstone Properties Limited Partnership in
accordance with the terms of the Agreement of Limited Partnership of Cornerstone
Properties Limited Partnership and the Redemption Right referred to therein;
(ii) surrenders such Limited Partnership Units and all right, title and interest
therein; and (iii) directs that the Cash Amount or REIT Shares Amount (as
determined by the General Partner) deliverable upon exercise of the Redemption
Right be delivered to the address specified below, and if REIT Shares are to be
delivered, such REIT Shares be registered or placed in the name(s) and at the
address(es) specified below. The undersigned hereby, represents, warrants, and
certifies that the undersigned (a) has marketable and unencumbered title to such
Limited Partnership Units, free and clear of the rights or interests of any
other person or entity; (b) has the full right, power and authority to redeem
and surrender such Limited Partnership Units as provided herein; and (c) has
obtained the consent or approval of all person or entities, if any, having the
right to consent or approve such redemption and surrender.


Dated:________________________

Name of Limited Partner:___________________________________
                                      Please Print


                                            ____________________________________
                                            (Signature of Limited Partner)


                                            ____________________________________
                                            (Street Address)


                                            ____________________________________
                                            (City)       (State)      (Zip Code)

                                            Signature Guaranteed by:


                                            ____________________________________


                                      D-1
<PAGE>

If REIT Shares are to be issued, issue to:


Name:__________________________________


Please insert social security or identifying number:__________


                                       D-2
<PAGE>

                                    EXHIBIT E

                          Recourse Debt Level Schedule

                                   Recourse Debt               Recourse Debt
Name of Limited Partner              Percentage                    Amount
-----------------------       -----------------------     ----------------------
                              NONE

                                                          Total_________________


                                       E-1
<PAGE>

                                    EXHIBIT F

          PARTNERSHIP UNIT DESIGNATION OF CLASS A PARTNERSHIP PREFERRED
                                      UNITS

            1. Designation and Number. The designation for the class of
Partnership Preferred Units authorized by this Partnership Units Designation
shall be Class A 7% Cumulative Convertible Partnership Preferred Units (the
"Class A Partnership Preferred Units"). The number of Class A Partnership
Preferred Units shall be 3,030,303.

            2. Rank. For the purposes of this Partnership Unit Designation, any
class or classes of Partnership Units in the Partnership shall be deemed to
rank:

            (a) prior to the Class A Partnership Preferred Units, either as to
      distributions or upon liquidation, dissolution or winding up, or both, if
      the holders of Partnership Units of such class or classes shall be
      entitled by the terms thereof to the receipt of distributions or of
      amounts distributable upon liquidation, dissolution or winding up, as the
      case may be, in preference or priority to the holders of the Class A
      Partnership Preferred Units;

            (b) on a parity with the Class A Partnership Preferred Units, either
      as to distributions or upon liquidation, dissolution or winding up, or
      both, whether or not the distribution payment dates, or redemption or
      liquidation prices per share thereof, be different from those of the Class
      A Partnership Preferred Units, if the holders of Partnership Units of such
      class or classes shall be entitled by the terms thereof to the receipt of
      distributions or of amounts distributed upon liquidation, dissolution or
      winding up, as the case may be, in proportion to their respective
      distribution rates or liquidation prices, without preference or priority
      of one over the other as between the holders of such Partnership Units and
      the holders of Class A Partnership Preferred Units (the term "Parity
      Partnership Preferred Unit" being used to refer to any Partnership Unit on
      a parity with the Class A Partnership Preferred Units, either as to
      distributions or upon liquidation, dissolution or winding up, or both, as
      the context may require); and

            (c) junior to Class A Partnership Preferred Units, either as to
      distributions or upon liquidation, dissolution or winding up, or both, if
      such class shall be Class A Partnership Common Units or if the holders of
      the Class A Partnership Preferred Units shall be entitled to the receipt
      of distributions or of amounts distributable upon liquidation, dissolution
      or winding up, as the case may be, in preference or priority to the
      holders of Partnership Units of such class or classes.

            3. Distributions. Pursuant to Section 5.1 of the Partnership
Agreement, holders of Class A Partnership Preferred Units will be entitled to
receive, out of Available Cash, cash distributions at the rate of 7% per annum
on the $16.50 liquidation preference.


                                       F-2
<PAGE>

Distributions on the Class A Partnership Preferred Units will be payable
annually on August 4 (the "distribution payment date"). Distributions on Class A
Partnership Preferred Units will be cumulative from August 4, 1997.
Distributions will be payable, in arrears, to holders of record of Class A
Partnership Preferred Units as they appear on the books of the Partnership on
such record dates, not more than 60 days nor less than 10 days preceding the
payment dates thereof, as shall be fixed by the General Partner. The amount of
distributions payable for the initial distribution period or any period shorter
or longer than a full distribution period shall be calculated on the basis of a
360-day year of twelve 30-day months. No distributions may be declared or paid
or set apart for payment on any Parity Partnership Preferred Units with regard
to the payment of distributions unless there shall also be or have been declared
and paid or set apart for payment on the Class A Partnership Preferred Units
like distributions for all distribution payment periods of the Class A
Partnership Preferred Units ending on or before the distribution payment date of
such Parity Partnership Preferred Units, ratably in proportion to the respective
amounts of distributions (x) accumulated and unpaid or payable on such Class A
Partnership Preferred Units on the one hand, and (y) accumulated and unpaid
through the distribution payment period or periods of the Class A Partnership
Preferred Units next preceding such distribution payment date, on the other
hand.

            Except as set forth in the preceding sentence, unless full
cumulative distributions on the Class A Partnership Preferred Units have been
paid, no distributions may be paid or declared and set aside for payment or
other distribution made upon the Class A Partnership Common Units or on any
other Partnership Units ranking junior to or on a parity with the Class A
Partnership Preferred Units as to distributions, nor any Class A Partnership
Common Units or any other Partnership Units of the Partnership ranking junior to
or on a parity with the Class A Partnership Preferred Units as to distributions
may be redeemed, purchased or otherwise acquired for any consideration (or any
payment be made to or available for a sinking fund for the redemption of any
Units or other Partnership Interests); provided, however, that any moneys
therefore deposited in any sinking fund with respect to any Partnership
Preferred Unit of the Partnership in compliance with the provisions of such
sinking fund may thereafter be applied to the purchase or redemption of such
Partnership Preferred Unit in accordance with the terms of such sinking fund,
regardless of whether at the time of such application full cumulative
distributions upon Class A Partnership Preferred Units outstanding to the last
distribution payment date shall have been paid or declared and set apart for
payment) by the Partnership; provided that any such junior Partnership Units or
Parity Partnership Preferred Units or Partnership Common Units may be converted
into or exchanged for Partnership Units of the Partnership ranking junior to the
Class A Partnership Preferred Units as to distributions, and, provided, further,
that any such Partnership Units or Parity Partnership Preferred Units or
Partnership Common Units may be issued by the Partnership to the Company in
connection with a purchase of the corresponding junior stock or Parity Preferred
Stock or the Common Shares by the Company pursuant to Article 8 of the Articles
of Incorporation to preserve the Company's status as a real estate trust.

            4. Allocations.


                                       F-3
<PAGE>

            Allocations of the Partnership's items of income, gain, loss and
deduction shall be allocated among the holders of Class A Partnership Preferred
Units in accordance with Article VI of the Partnership Agreement.

            5. Liquidation Preference. The Class A Partnership Preferred Units
shall rank, as to liquidation, dissolution or winding up of the Partnership,
prior to Class A Partnership Common Units and any other class of Partnership
Units of the Partnership ranking junior to Class A Partnership Preferred Units
as to rights upon liquidation, dissolution or winding up of the Partnership, so
that in the event of any liquidation, dissolution or winding up of the
Partnership, whether voluntary or involuntary, the holders of the Class A
Partnership Preferred Units shall be entitled to receive out of the assets of
the Partnership available for distribution to holders of Partnership Units,
whether from capital, surplus or earnings, before any distribution is made to
holders of Class A Partnership Common Units or any other such junior Partnership
Units, an amount equal to $16.50 per unit (the "Liquidation Preference" of a
Class A Partnership Preferred Units) plus an amount equal to all distributions
(whether or not earned or declared) accrued and accumulated and unpaid on the
Class A Partnership Preferred Units to the date of final distribution. The
holders of the Class A Partnership Preferred Units will not be entitled to
receive the Liquidation Preference until the liquidation preference of any other
class of Partnership Units of the Partnership ranking senior to the Class A
Partnership Preferred Units as to rights upon liquidation, dissolution or
winding up shall have been paid (or a sum set aside therefor sufficient to
provide for payment) in full. After payment of the full amount of the
Liquidation Preference and such distributions, the holders of Class A
Partnership Preferred Units will not be entitled to any further participation in
any distribution of assets by the Partnership. If, upon any liquidation,
dissolution or winding up of the Partnership, the assets of the Partnership, or
proceeds thereof, distributable among the holders of Parity Partnership
Preferred Units shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be distributable
among such holders ratably in accordance with the respective amounts which would
be payable on such units if all amounts payable thereon were paid in full. For
the purposes hereof, neither a consolidation or merger of the Partnership with
or into any other partnership, limited liability company, corporation or any
other entity, nor a merger of any other partnership, limited liability company,
corporation or any other entity with or into the Partnership, nor a sale or
transfer of all or any part of the Partnership assets for cash or securities
shall be considered a liquidation, dissolution or winding up of the Partnership.

            6. Conversion. If, at any time, any of the Class A Preferred Shares
are converted into Common Shares, in whole or in part, then a number of Class A
Partnership Preferred Units equal to (i) the number of Class A Preferred Shares
so converted divided by (ii) the Conversion Factor for Class A Preferred Units
then in effect shall automatically be converted into a number of Class A
Partnership Common Units equal to (i) the number of Common Shares issued upon
such conversion, divided by (ii) the Conversion Factor for Partnership Common
Units then in effect, and the Percentage Interests of the General Partner and
the Limited Partners shall be adjusted to reflect such conversion.


                                       F-4
<PAGE>

            7. Value. For purposes of the definition of Deemed Value of
Partnership Interest, the Value on any date of the Class A Partnership Preferred
Units shall be the greater of (i) the Value of a Common Share of the Company on
such date, or (ii) the Liquidation Preference of such Class A Partnership
Preferred Unit.

            8. Voting Rights. The holders of Class A Partnership Preferred Units
shall have no voting rights whatsoever, except for (i) any voting rights to
which they may be entitled under the laws of the State of Delaware, (ii) any
voting rights the holders of Class A Preferred Shares are entitled under the
laws of the State of Nevada, if applicable, and (iii) as follows:

            So long as any Class A Partnership Preferred Units remain
            outstanding, the consent of the holders of at least two-thirds of
            the Class A Partnership Preferred Units outstanding at the time and
            all other classes or series of Partnership Preferred Units upon
            which like voting rights have been conferred and are exercisable
            (voting together as a class) given in person or by proxy, either in
            writing or at any meeting called for the purpose, shall be necessary
            to permit, effect or validate any one or more of the following:

                  (i) the issuance or increase of any class or series of
            Partnership Units ranking prior (as that term is defined in
            paragraph 2(a) hereof) to the Class A Partnership Preferred Units;
            or

                  (ii) the amendment, alteration or repeal, whether by merger,
            consolidation or otherwise, of any of the provisions of this
            Agreement, (including this Partnership Unit Designation or any
            provision hereof) that would materially and adversely affect any
            power, preference, or special right of the Class A Partnership
            Preferred Units or of the holders thereof;

            provided, however, that any increase in the number of Class A
            Partnership Common Units or Class A Partnership Preferred Units or
            any increase or decrease in the number of any class or series of
            Partnership Preferred Units or the creation and issuance of other
            classes or series of Partnership Common Units or Partnership
            Preferred Units, in each case ranking on a parity with or junior to
            the Class A Partnership Preferred Units with respect to the payment
            of dividends and the distribution of assets upon liquidation,
            dissolution or winding up, shall not be deemed to materially and
            adversely affect such powers, preferences or special rights.


                                       F-5