<PAGE>
                                                                    EXHIBIT 10.3

                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            HERITAGE COMMUNITIES L.P.

                          dated as of September 18 1997

                                  by and among

                          ASR INVESTMENTS CORPORATION,
                   a Maryland corporation, as General Partner,

                            HERITAGE SGP CORPORATION,
               an Arizona corporation, as Special General Partner,
                                       and

                     The Persons listed on Exhibit A hereto,
                               as Limited Partners


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THE PARTNERSHIP INTERESTS AND UNITS IN HERITAGE COMMUNITIES L.P. (THE "UNITS")
ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET
FORTH IN ARTICLE XI OF THIS AGREEMENT AND MAY NOT BE OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE
WITH THE TERMS AND CONDITIONS THEREOF. THEREFORE, PURCHASERS OF THE UNITS WILL
BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD OF
TIME. THE UNITS HAVE NOT BEEN REGISTERED (i) UNDER ANY STATE SECURITIES LAWS
(THE "STATE ACTS"), OR (ii) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "FEDERAL ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED THEREIN, AND
NEITHER THE UNITS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE
WITH THE TERMS AND CONDITIONS OF ARTICLE XI OF THIS AGREEMENT AND (A) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A
TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH STATE ACTS OR WHICH IS
OTHER WISE IN COMPLIANCE WITH SUCH STATE ACTS, AND (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR IN A TRANSACTION WHICH IS EXEMPT
FROM REGISTRATION UNDER THE FEDERAL ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH
THE FEDERAL ACT. IN ADDITION, ANY UNITS ACQUIRED BY NON-U.S. PERSONS MAY NOT,
DIRECTLY OR INDIRECTLY, BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD,
ASSIGNED, OR TRANSFERRED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF A U.S.
PERSON EXCEPT IN COMPLIANCE WITH THIS AGREEMENT AND THE FEDERAL ACT AND ALL
APPLICABLE STATE ACTS. AS USED HEREIN, "UNITED STATES" MEANS THE UNITED STATES
OF AMERICA, ITS TERRITORIES AND POSSESSIONS, AND ALL AREAS SUBJECT TO ITS
JURISDICTION, AND A "U.S. PERSON" MEANS A CITIZEN OR RESIDENT OF THE UNITED
STATES (INCLUDING THE ESTATE OF ANY SUCH PERSON), A CORPORATION, PARTNERSHIP, OR
OTHER PERSON CREATED OR ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY
POLITICAL SUBDIVISION THEREOF OR THEREIN, AND AN ESTATE OR TRUST THE INCOME OF
WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS
SOURCE.[ ]

<PAGE>
                               TABLE OF CONTENTS
                                                                            Page

ARTICLE I     DEFINITIONS......................................................2

     1.1   Definition..........................................................2

     1.2   Currency...........................................................12

     1.3   Schedules and Exhibits.............................................12

     1.4   Construction of Term "Including."..................................12

     1.5   Certain Accounts...................................................12

     1.6   Interest Calculations..............................................12

     1.7   Other Terms........................................................13

ARTICLE II    ORGANIZATIONAL MATTERS..........................................13

     2.1   Organization and Continuation; Application of Act..................13

     2.2   Name...............................................................13

     2.3   Registered Office and Agent; Principal Office......................13

     2.4   Term...............................................................14

ARTICLE III   PURPOSE.........................................................14

     3.1   Purpose and Business...............................................14

     3.2   Powers.............................................................14

ARTICLE IV    CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS; CAPITAL ACCOUNTS......14

     4.1   Capital Contributions of the Partners..............................14

     4.2   Issuances of Additional Partnership Interests......................16

     4.3   No Preemptive Rights...............................................18

     4.4   Capital Accounts of the Partners...................................18

     4.5   Waiver and Recontribution..........................................20

ARTICLE V     DISTRIBUTIONS...................................................21

     5.1   Requirement and Characterization of Distributions..................21

     5.2   Amounts Withheld...................................................22

     5.3   Distribution Upon Liquidation......................................22

ARTICLE VI    ALLOCATIONS.....................................................22

     6.1   Allocations for Capital Account Purposes...........................22

     6.2   Special Allocation Rules...........................................23

                                       -i-

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                               TABLE OF CONTENTS
                                  (Continued)
                                                                            Page

     6.3   Allocations for Tax Purposes.......................................24

ARTICLE VII   MANAGEMENT AND OPERATIONS OF BUSINESS...........................25

     7.1   Management.........................................................25

     7.2   Certificate of Limited Partnership.................................29

     7.3   Restrictions on General Partner's Authority........................29

     7.4   Responsibility for Expenses........................................30

     7.5   Outside Activities of the General Partner..........................30

     7.6   Contracts with Affiliates..........................................30

     7.7   Indemnification....................................................31

     7.8   Liability of the General Partners..................................32

     7.9   Other Matters Concerning the General Partners......................33

     7.10  Title to Partnership Assets........................................33

     7.11  Reliance by Third Parties..........................................33

ARTICLE VIII  RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS......................34

     8.1   Limitation of Liability............................................34

     8.2   Management of Business.............................................34

     8.3   Outside Activities of Limited Partners.............................34

     8.4   Priority Among Limited Partners....................................35

     8.5   Rights of Limited Partners Relating to the Partnership.............35

     8.6   Redemption Right...................................................36

ARTICLE IX    BOOKS, RECORDS, ACCOUNTING AND REPORTS..........................36

     9.1   Records and Accounting.............................................36

     9.2   Fiscal Year........................................................37

     9.3   Reports............................................................37

ARTICLE X     TAX MATTERS.....................................................37

     10.1  Preparation of Tax Returns.........................................37

     10.2  Tax Elections......................................................37

     10.3  Tax Matter Partner.................................................38

     10.4  Organizational Expenses............................................39

     10.5  Withholding........................................................39

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)
                                                                            Page

ARTICLE XI    TRANSFERS AND WITHDRAWALS.......................................40

     11.1  Transfer...........................................................40

     11.2  Transfer of General Partner's or Special General Partner's
           Partnership Interest...............................................40

     11.3  Limited Partners' Rights to Transfer...............................41

     11.4  Substituted Limited Partners.......................................42

     11.5  Assignees..........................................................43

     11.6  General Provisions.................................................43

ARTICLE XII   ADMISSION OF PARTNERS...........................................44

     12.1  Admission of Successor General Partner.............................44

     12.2  Admission of Additional Limited Partners...........................44

     12.3  Amendment of Agreement and Certificate.............................44

ARTICLE XIII  DISSOLUTION AND LIQUIDATION.....................................45

     13.1  Dissolution........................................................45

     13.2  Winding Up.........................................................46

     13.3  Compliance with Timing Requirements of Regulations; Allowance
           for Contingent or Unforeseen Liabilities or Obligations............47

     13.4  Rights of Limited Partners.........................................47

     13.5  Notice of Dissolution..............................................47

     13.6  Cancellation or Certificate of Limited Partnership.................48

     13.7  Reasonable Time for Winding-Up.....................................48

ARTICLE XIV   AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS....................48

     14.1  Amendments Generally...............................................48

     14.2  General Partner's Power to Amend...................................48

     14.3  Consent of Adversely Affected Partner Required.....................49

     14.4  When Consent of Limited Partnership Interests Required.............49

ARTICLE XV    GENERAL PROVISIONS..............................................49

     15.1  Addresses and Notice...............................................49

     15.2  Titles and Captions................................................49

     15.3  Pronouns and Plurals...............................................50

     15.4  Further Action.....................................................50

                                     -iii-

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                               TABLE OF CONTENTS
                                   (Continued)
                                                                            Page

     15.5  Binding Effect.....................................................50

     15.6  Waiver of Partition................................................50

     15.7  Entire Agreement...................................................50

     15.8  Securities Law Provisions..........................................50

     15.9  Remedies Not Exclusive.............................................50

     15.10 Time...............................................................50

     15.11 Creditors..........................................................50

     15.12 Waiver.............................................................50

     15.13 Execution Counterparts.............................................50

     15.14 Applicable Law.....................................................51

     15.15 Severability.......................................................51

     15.16 Limitation of Liability............................................51

ARTICLE XVI   POWER OF ATTORNEY...............................................51

     16.1  Scope..............................................................51

     16.2  Irrevocability ....................................................52

                                      -iv-

<PAGE>
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                              HERITAGE COMMUNITIES

     THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
HERITAGE COMMUNITIES LP., is made as of the 18th day of September, 1997, by and
among ASR Investments Corporation, a Maryland corporation, as the General
Partner, Heritage SGP Corporation, an Arizona corporation, as the Special
General Partner, and the Persons whose names are set forth on Exhibit A attached
hereto, as the Limited Partners, together with any other Persons who become
Partners in the Partnership as provided herein.

                                    RECITALS

     A.    Pursuant to the Formation Agreement, the General Partner, the Special
General Partner and the Formation Limited Partner formed the Partnership.

     B.    The General Partner, the Special General Partner and certain Limited
Partners entered into the Winton Contribution Agreement pursuant to which, among
other things, they agreed to admit such Limited Partners (the "Winton Limited
Partners") as limited partners in the Partnership.

     C.    Upon the admission of the Winton Limited Partners, the Formation
Limited Partner withdrew as a limited partner in the Partnership in exchange for
the return of his Capital Contribution.

     D.    Pursuant to Section 4.2 of the Agreement, the General Partner, the
Special General Partner and certain Additional Limited Partners entered into the
Merit Contribution Agreements pursuant to which, among other things, they have
agreed to admit such Additional Limited Partners to the Partnership in exchange
for the contribution of properties.

     E.    The General Partner, the Special General Partner and the Limited
Partners, being all of the Partners in the Partnership, desire to continue the
Partnership as a limited partnership under the Revised Uniform Limited
Partnership Act of the State of Delaware, and make this Agreement to amend and
restate all prior agreements to reflect and conform the foregoing admissions and
to amend and restate and supersede in its entirety all prior agreements, as
hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises, the mutual promises and
agreements herein made, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the General Partner, the
Special General Partner, and the Limited Partners, intending to be legally
bound, have agreed and do hereby agree as follows:

                                       1

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     1.1   Definition. Unless otherwise clearly indicated to the contrary, the
following terms shall have the following meanings:

          1.1.1  "Accrual Account" means an account maintained with respect to
each Limited Partner Unit to which shall be credited (except as otherwise
provided in the last sentence of this paragraph) on a monthly basis an amount,
calculated as if interest at a per annum rate equal to the Prime Rate (as said
rate may change from time to time), plus one percentage point, on the average
daily balance of such Limited Partner Unit's Unpaid Distribution Account, and
from which shall be debited the amount of any distributions of available Cash or
Capital Transaction Proceeds with respect to such Accrual Account pursuant to
clause (i) of Section 5.1.1 or clause (i) of Section 5.1.2 hereof. The amount to
be credited to each Accrual Account shall be cumulative and shall compound
annually, if unpaid.

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

          1.1.3  "Additional Limited Partner" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 4.2.1 hereof and who is
shown as such on the books and records of the Partnership.

          1.1.4  "Adjusted Capital Account" means the Capital Account maintained
for each Partner as of the end of each Partnership Year (a) increased by any
amounts which such Partner is obligated to restore pursuant to any provisions of
this Agreement or is deemed to be obligated to restore pursuant to the
penultimate sentences of Treasury Regulation sections 1.704-2(g)(l) and
1.704-2(i)(5) and (b) decreased by the items described in paragraphs (4), (5)
and (6) of Treasury Regulation section 1.704-l(b)(2)(ii)(d). This definition of
Adjusted Capital Account is intended to comply with the provisions of Treasury
Regulation section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.

          1.1.5  "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 Year.

          1.1.6  "Adjusted Property" means any property the Carrying Value of
which has been adjusted pursuant to Section 4.4 hereof.

          1.1.7  "Affiliate" means, with respect to any Person, (a) any Person
directly or indirectly controlling, controlled by or under common control with
such Person, (b) any Person owning or controlling 10 percent or more of the
outstanding voting interests of such Person, (c) any Person of which such Person
owns or controls 10 percent or more of the voting interests, or (d) any officer,
director, general partner or trustee of such Person or any Person referred to in
clauses (a), (b), and (c) above.

                                       2

<PAGE>

          1.1.8  "Agreed Value" means (a) in the case of any Contributed
Property set forth in Exhibit B and, as of the time of its contribution to the
Partnership, the Agreed Value of such property as set forth in Exhibit B and (b)
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 of
distribution as determined under Code section 752 and the regulations
thereunder.

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

          1.1.10 "Articles of Incorporation" means the Articles of Incorporation
of ASR Investments Corporation, as filed with the Secretary of State of the
State of Maryland, as further amended or restated from time to time.

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

          1.1.12 "Available Cash" means with respect to any period for which
such calculation is being made:

               (a)  all cash revenues and funds received by the Partnership from
whatever source, excluding, however, Capital Transaction Proceeds, plus the
amount of any reduction (including, without limitation, a reduction resulting
because the General Partner determines such amounts are no longer necessary) in
reserves of the Partnership, which reserves are referred to in clause (b)(iv)
and Section 1.1.18 below;

               (b)  less the sum of the following (except to the extent taken
into account in determining Capital Transaction Proceeds):

                    (i)   all interest, principal and other debt payments made
during such period by the Partnership,

                    (ii)  all reasonable cash expenditures (including capital
expenditures) made by the Partnership during such period,

                    (iii) investments in any entity (including loans made
thereto) to the extent that such investments are permitted under this Agreement
and are not otherwise described in clauses (b)(i) or (ii), and

                    (iv)  the amount of any increase in reserves (including
reserves to make capital expenditures) established during such period which the
General Partner or the Special General Partner determines is 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.

                                       3

<PAGE>

          1.1.13 "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 Section 4.4 and the hypothetical balance of such Partner's Capita! Account
computed as if it had been maintained strictly in accordance with federal income
tax account principles.

          1.1.14 "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.

          1.1.15 "Capital Account" means the Capital Account maintained for a
Partner pursuant to Section 4.4 hereof.

          1.1.16 "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
Section 4.1 or 4.2 hereof and which shall be treated as a contribution to the
Partnership pursuant to Code section 721(a).

          1.1.17 "Capital Transaction" means a sale, exchange or other
disposition (other than in liquidation of the Partnership or any Subsidiary
Partnership) or a financing or refinancing by the Partnership or any Subsidiary
Partnership (which shall not include any loan or financing to the General
Partner as permitted by Section 7.1.1(c)) of a Partnership or Subsidiary
Partnership asset or any portion thereof, that under generally accepted
accounting principles the proceeds of which are deemed attributable to capital.

          1.1.18 "Capital Transaction Proceeds" means the net cash proceeds of a
Capital Transaction received by the Partnership, after deducting all reasonable
expenses incurred in connection therewith and after application of any proceeds,
at the sole discretion of the General Partner or the Special General Partner,
toward the payment of any indebtedness of the Partnership or any Subsidiary
Partnership secured by the property that is the subject of that Capital
Transaction, the purchase or financing of any improvements or an expansion of
Partnership or Subsidiary Partnership property, the distribution of proceeds to
the general partner of any Subsidiary Partnership, or the establishment of any
reserves that the General Partner determines are necessary or appropriate in it
sole and absolute discretion; provided, however, that if the Partnership or any
Subsidiary Partnership obtains financing for their respective properties for
which no permanent financing has previously existed, the proceeds of such
financing shall not be deemed to be Capital Transaction Proceeds if and to the
extent that the General Partner or the Special General Partner determines to
reinvest such proceeds in additional and existing real property investments of
the Partnership or any Subsidiary Partnership.

          1.1.19 "Capital Transaction Record Date" has the meaning set forth in
Section 5.1.2.

          1.1.20 "Carrying Value" means (a) with respect to a Contributed
Property or Adjusted Property, the Code section 704(c) value of such property
(or in the case of an Adjusted

                                       4

<PAGE>

Property, the fair market value of such property at the time of its latest
adjustment under Section 4.4.4) reduced (but not below zero) by all Depreciation
with respect to such property charged to the Partners' Capital Accounts and (b)
with respect to any other Partnership property, the adjusted basis of such
property for federal income - purposes, all as of the time of determination. The
Carrying Value of any property shall be adjusted from time to time in accordance
with Section 4.4 hereof 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.

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

          1.1.22 "Code" means the Internal Revenue Code of 1986, as amended. Any
reference herein to a specific Code section or sections shall be deemed to
include a reference to any corresponding provision of future law.

          1.1.23 "Code Section 704(c) Value" of any Contributed Property means
the Agreed Value of such property as set forth in Exhibit B. Subject to Section
4.4 hereof, the General Partner shall use such method as it deems reasonable and
appropriate to allocate the aggregate of the Code Section 704(c) Value of
Contributed Properties among each separate property on a basis proportional to
its fair market value.

          1.1.24 "Contributed Property" means each property or other asset (but
excluding cash), in such form as may be permitted by the Act contributed or
deemed contributed to the Partnership. Once the Carrying Value of a Contributed
Property is adjusted pursuant to Section 4.4.4 hereof, such property shall no
longer constitute a Contributed Property for purposes of Section 4.4.4 hereof,
but shall be deemed an Adjusted Property for such purposes.

          1.1.25 "Contribution Date" means the date that a property was
contributed to the Partnership as set forth on Exhibit B.

          1.1.26 "Convention Right" shall have the meaning set forth in Section
4.2.2 hereof.

          1.1.27 "Converting Partner" has the meaning set forth in Section 4.2.2
hereof.

          1.1.28 "Depreciation" means for each fiscal year or other period, an
amount equal to the federal income tax depreciation, amortization, or other cost
recovery deduction allowable with respect to an asset for such year or other
period, except that if the Carrying Value of an asset differs from its adjusted
basis 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, provided that the
General Partner shall

                                       5

<PAGE>

determine Depreciation consistently with the method used in respect of real
property owned directly by the General Partner.

          1.1.29 "Dissolution Event" has the meaning set forth in Section 13.1.

          1.1.30 "Formation Agreement" means that certain Agreement of Limited
Partnership of Heritage Communities L.P., by and among the General Partner, the
Special General Partner and the Formation Limited Partner.

          1.1.31 "Formation Limited Partner" means Jon A. Grove.

          1.1.32 "Funds from Operations" means, with respect to any period for
which such calculation is being made, the net income of the General Partner
(computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from debt restructuring and sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships and
joint ventures will be calculated to reflect Funds from Operations on a
consistent basis.

          1.1.33 "General Partner" means ASR Investments Corporation, a Maryland
corporation operating as a real estate investment trust, or its permitted
successors as a general partner in the Partnership.

          1.1.34 "General Partners" means the General Partner and the Special
General Partner.

          1.1.35 "General Partnership Interest" means a Partnership Interest
held by the General Partner or the Special General Partner that is a general
partnership interest. A General Partnership Interest may be expressed as a
number of General Partner Units determined by dividing such Partner's Capital
Contributions by 518.10.

          1.1.36 "Immediate Family" means, with respect to any natural Person,
such natural Person's spouse, parents, descendants, nephews, nieces, brothers
and sisters and trusts for the benefit of any of the foregoing.

          1.1.37 "Incapacity" or "Incapacitated" means (a) as to any individual
Partner, death, total physical disability or entity by a court of competent
jurisdiction adjudicating him incompetent to manage his Person or his estate;
(b) 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; (c) as to any partnership which is a Partner, the dissolution and
commencement of winding up of the partnership; (d) as to any estate which is a
Partner, the distribution by the fiduciary of the estate's entire interest in
the Partnership; (e) as to any trust which is a Partner, the termination of the
trust (but not the substitution of a new trustee); or (f) as to any Partner, the
bankruptcy of such Partner. For purposes of this definition, bankruptcy of a
Partner shall be deemed to have occurred when the Partner (i) makes an
assignment for the benefit of creditors, (ii) files a voluntary petition in
bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against
him an order of relief in any bankruptcy or insolvency proceeding, (iv) files a
petition or answer seeking for himself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
statute, law of regulation, (v)

                                       6

<PAGE>

files an answer or other pleading admitting or failing to contest the material
allegations of a petition filed against him in any proceeding of this nature,
(vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
or liquidator of the Partner or of all or any substantial part of his
properties, (vii) the Partner is the debtor in any proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation, which has not been
dismissed within 120 days after the commencement thereof, (viii) the
appointment, without the partner's consent or acquiescence, of a trustee,
receiver or liquidator has not been vacated or stayed within 90 days after the
appointment, or such appointment is not vacated within 90 days after the
expiration of any such stay.

          1.1.38 "Indemnitee" means (a) any Person made a party to a proceeding
by reason of his status as (i) the General Partner, (ii) the Special General
Partner, (iii) a Limited Partner or (iv) a director, officer, trustee or
shareholder of the Partnership or a Partner, and (b) such other Persons
(including Affiliates of the General Partner, the Special General Partner or the
Partnership) acting in good faith on behalf of the Partnership as determined by
the General Partner in its good faith judgment, other than for any action taken
by any such Person (described in clause (a) or (b) of this sentence) involving
mud, willful misconduct or gross negligence.

          1.1.39 "Initial Agreement" means that certain Amended and Restated
Agreement of Limited Partnership of Heritage Communities, L.P., by and among the
General Partner, the Special General Partner and the Winton Limited Partners,
dated as of April 30, 1997.

          1.1.40 "IRS" means the Internal Revenue Service, which administers the
internal revenue laws of the United States.

          1.1.41 "Limited Partner" means any Partner named as a Limited Partner
in Exhibit A attached hereto, 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 in the Partnership.

          1.1.42 "Limited Partner Consent" means the written consent of Limited
Partners owning more than 50 percent of the Limited Partnership Interests at the
time in question.

          1.1.43 "Limited Partnership Interest" means a Partnership Interest of
a Limited Partner in the Partnership representing a fractional part of the
Partnership Interests of all Limited 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 Partnership Interest may
be expressed as a number of Limited Partner Units.

          1.1.44 "Liquidating 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, results in the sale or other disposition
of all or substantially all of the assets of the Partnership.

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

                                       7

<PAGE>

          1.1.46 "Merit Contribution Agreements" means those certain Exchange
and Contribution Agreements, dated as of July 16, 1997 (Merit Place Apartments
and Park on Preston Apartments) and August 1, 1997 (Smith Summit Apartments),
among the General Partner, the Special General Partner, certain Limited
Partners, the Partnership, and certain other parties identified therein, which
provides for the issuance of Limited Partner Units in the Partnership in
exchange for contribution of certain properties listed in Exhibit B, as amended.

          1.1.47 "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 4.4.2. Once an item of income, gain, loss or deduction that has been
included in the initial computation of Net Income is subjected to the special
allocation rules in Section 6.2 and 6.3, Net Income or the resulting Net Loss,
whichever the case may be, shall be recomputed without regard to such item.

          1.1.48 "Net Lou" 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 4.4.2. Once an item of income, gain, loss or deduction that has been
included in the initial computation of Net Loss is subjected to the special
allocation rules in Sections 6.2 and 6.3, Net Loss or the resulting Net Income,
whichever the case may be, shall be recomputed without regard to such item.

          1.1.49 "Nonrecourse Built-in Gain" means, with respect to any
Contributed Properties or Adjusted Properties that are subject to a mortgage or
negative pledge securing a Nonrecourse Liability, the amount of taxable gain
that would be allocated to the Partners pursuant to Section 6.3.2 if such
properties were disposed of in a taxable transaction in full satisfaction of
such liabilities and for no other consideration.

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

          1.1.51 "Nonrecourse Liability" has the meaning set forth in Treasury
Regulation section 1.752-1(a)(2).

          1.1.52 "Notice of Conversion" means the Notice of Conversion
substantially in the form of Exhibit C attached to this Agreement.

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

          1.1.54 "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 Treasury Regulation section 1.704-2(i)(3).

                                       8

<PAGE>

          1.1.55 "Partner Nonrecourse Debt" has the meaning set forth in
Treasury Regulation section 1.704-2(b)(4).

          1.1.56 "Partner Nonrecourse Deductions" has the meaning set forth in
Treasury Regulation section 1.704-(i)(2), and the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year
shall be determined in accordance with the rules of Treasury Regulation section
1.704-2(i)(2).

          1.1.57 "Partnership" means the limited partnership formed under the
Act and continued pursuant to this Agreement, and any successor thereto.

          1.1.58 "Partnership Interest" means an ownership Interest in the
Partnership representing a Capital Contribution by either a Limited Partner, the
Special General 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.

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

          1.1.60 "Partnership Record Date" means the record date established by
the General Partner for the distribution of Available Cash pursuant to Section
5.1 hereof, which record date shall be the same as the record date established
by the General Partner for a dividend to its shareholders.

          1.1.61 "Partnership Unit" or "Unit" means a fractional, undivided
share of the Partnership Interests of ail Partners issued pursuant to Sections
4.1 and 4.2, in such number as set forth in Exhibit A attached hereto, as such
exhibit may be amended from time to time in accordance with the terms of this
Agreement.

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

          1.1.63 "Percentage Interest" means, as to a Partner, its interest in
the Partnership as determined by dividing the Partnership Units owned by such
Partner by the total number of Partnership Units then outstanding and as
specified in Exhibit A attached hereto, as such exhibit may be amended from time
to time.

          1.1.64 "Person" means an individual or a corporation, partnership,
trust, unincorporated organization, association or other entity.

          1.1.65 "Prime Rate" means, on any date, a fluctuating rate of interest
per annum equal to the "prime rate" published in the "Money Rates" or equivalent
section of the Western Edition of The Wall Street Journal, provided that if a
"prime rate" range is published by The Wall Street Journal, then the highest
rate of such range will be used, or if The Wall Street

                                       9

<PAGE>

Journal ceases publishing a prime rate or a prime rate range, then the General
Partner will select a prime rate, prime rate range or another substitute
interest rate index that is based upon comparable information.

          1.1.66 "Recapture Income" means any gain recognized by the Partnership
(computed without regard to any adjustment required by Code section 734 or Code
section 743) upon the disposition of any property or asset of the Partnership,
which gain is characterized as ordinary income for federal income tax purposes
because it represents the recapture of deductions previously taken with respect
to such property or asset.

          1.1.67 "Recourse Liabilities" has the meaning set forth in Treasury
Regulation section 1.752-1(a)(1).

          1.1.68 "Redemption Amount" means an amount of cash equal to the number
of Limited Partner Units, multiplied by the Unit Adjustment Factor, that are the
subject of a Notice of Conversion multiplied by the Value on the Valuation Date
of the Shares that the Partner delivering the Notice of Conversion would have
been entitled to receive under Section 4.2.2 plus, except as otherwise provided
in Section 4.2.2(d), the unreturned balances in the Accrual Accounts and Unpaid
Distribution Accounts maintained for the Limited Partner Units that are the
subject of such Notice of Conversion.

          1.1.69 "REIT" means a real estate investment trust under Code section
856.

          1.1.70 "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 of other disposition of Contributed
Property or Adjusted Property, to the extent such item of gain or loss is not
allocated pursuant to Section 6.3,2(a)(i) or Section 6.3.2(b)(i) to eliminate
Book-Tax Disparities.

          1.1.71 "Securities Act" means the Securities Act of 1933, as amended.

          1.1.72 "Shares" means the shares of common stock, $0.01 par value, of
ASR Investments Corporation, a Maryland corporation.

          1.1.73 "Special General Partner" means Heritage SGP Corporation, an
Arizona corporation operating as a qualified REIT subsidiary under Code section
856(i), or its permitted successors as a general partner in the Partnership.

          1.1.74 "Specified Conversion Date" means the tenth Business Day after
receipt by the General Partner of a Notice of Conversion.

          1.1.75 "Subsidiary" means, with respect to any Person, any corporation
or other entity of which a majority of (a) the voting power of the voting equity
securities or (b) the outstanding equity interests is owned, directly or
indirectly, by such Person.

          1.1.76 "Subsidiary Partnership" means a limited partnership formed
under the laws of any state in the United States, the sole limited partner of
which is the Partnership and the sole general partner or general partners of
which are the General Partner and/or the Special

                                       10

<PAGE>

General Partner in which the interest of the General Partner and the Special
General Partner in all items of income, gain, loss, deduction, credit and
distributions shall not exceed, in the aggregate, one percent.

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

          1.1.78 "Transaction" has the meaning set forth in Section 11.2.2.

          1.1.79 "Treasury Regulation" 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).

          1.1.80 "Unit Adjustment Factor" means initially 1.0; provided that in
the event that the General Partner (i) declares or pays a dividend on its
outstanding Shares in Shares or makes a distribution to all holders of its
outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii)
combines its outstanding Shares into a smaller number of Shares, the Unit
Adjustment Factor shall be adjusted by multiplying the Unit Adjustment Factor by
a &action, the numerator of which shall be the number of Shares issued and
outstanding on the record date (assuming for such purposes that such dividend,
distribution, subdivision or combination has occurred as of such time), and the
denominator of which shall be the actual number of Shares (determined without
the above assumption) issued and outstanding on the record date for such
dividend, distribution, subdivision or combination.

          1.1.81 "Unpaid Distribution Account" means an account maintained with
respect to each Limited Partner Unit to which shall be credited on a quarterly
basis, but only to the extent not distributed currently in accordance with
clause (iii) of Section 5.1.1 hereof, an amount per Limited Partner Unit
(multiplied by the Unit Adjustment Factor) equal to the dividend per Share paid
by the General Partner for such quarter, and from which shall be debited the
amount of any distributions of Available Cash or Capital Transaction Proceeds
with respect of such Unpaid Distribution Account pursuant to clause (ii) of
Section 5.1.1 or clause (ii) of Section 5.1.2 hereof.

          1.1.82 "Unrealized Gain" attributable to any item of Partnership
property means, as of any date of determination, the excess, if any, of (a) the
fair market value of such property (as determined under Section 4.4 hereof) as
of such date, over (b) the Carrying Value of such property (prior to any
adjustment to be made pursuant to Section 4.4 hereof) as of such date.

          1.1.83 "Unrealized Loss" attributable to any item of Partnership
property means, as of any date of determination, the excess, if any, of (a) the
Carrying Value of such property (prior to any adjustment to be made pursuant to
Section 4.4 hereof) as of such date, over (b) the fair market value of such
property (as determined under Section 4.4 hereof) as of such date.

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

          1.1.85 "Value" means, with respect to a Share, the average of the
daily market price for the 10 consecutive trading days immediately preceding the
Valuation Date. The market

                                       11

<PAGE>

price for each such trading day shall be: (a) if the Shares are listed or
admitted to trading on any securities exchange or the NASDAQ-National Market
System, the closing price, regular way, on such day, or if no such sale takes
place on such day, the average of the closing bid and asked prices on such day,
(b) if the 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 (c) if the 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 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 10 days prior the date in question, the Value of the Shares shall be
determined by the board of directors of the General Partner acting in good faith
on the basis of such quotations and other information as it considers, in its
reasonable judgment appropriate.

          1.1.86 "Winton Contribution Agreement" means that certain Master
Combination and Contribution Agreement, dated as of November 8, 1996, among the
General Partner, the Special General Partner, the Winton Limited Partners, the
Partnership, and certain other parties identified therein, which provides for
the issuance of Limited Partner Units in the Partnership in exchange for the
contribution of certain properties listed in Exhibit B, as amended.

          1.1.87 "Winton Limited Partner" means a Limited Partner who holds a
Limited Partner Unit granted in exchange for the contribution of property
pursuant to the Winton Contribution Agreement.

     1.2   Currency. All payments, advances and cash contributions of capital to
be made by a Partner to or on behalf of the Partnership and all cash
distributions and other payments made by the Partnership to a Partner shall be
made in lawful money of the United States of America, which shall at the time of
payment be legal tender in payment of all debts and dues, public and private.
All references in this Agreement to "dollars" shall mean United States of
America dollars.

     1.3   Schedules and Exhibits. All schedules and exhibits annexed or
attached hereto are expressly incorporated into and made a part of this
Agreement.

     1.4   Construction of Term "Including." The terms "include" and "including"
shall be construed as if followed by the phrase "without limitation."

     1.5   Certain Accounts. The Accrual Accounts and the Unpaid Distribution
Accounts do not constitute capital accounts, but are established and maintained
solely for the purpose of computing various distributions to be made hereunder.

     1.6   Interest Calculations. Any interest (or other amounts calculated like
interest under this Agreement) which is to be calculated under this Agreement
shall be computed on the

                                       12

<PAGE>

daily outstanding balance of the amount on which interest accrues hereunder. All
interest calculations under this Agreement, including the determination of
accruals on the various accounts, shall be made monthly (but compounding, if
any, would occur only on an annual basis) and shall be computed on the basis of
a fraction the denominator of which is the actual number of days in the
particular calendar year and the numerator of which is the actual number of days
in the month for which interest is being calculated.

     1.7   Other Terms. Any term used in this Agreement which is not defined in
this Article I shall have the meaning set forth elsewhere in this Agreement.

                                   ARTICLE II

                             ORGANIZATIONAL MATTERS

     2.1   Organization and Continuation; Application of Act.

          2.1.1  Organization and Continuation of Partnership. The General
Partner, the Special General Partner and the Limited Partners do hereby continue
the Partnership as a limited partnership according to all of the terms and
provision of this Agreement and otherwise in accordance with the Act. The
General Partner and the Special General Partner are the only general partners
and the Limited Partners are the only limited partners in the Partnership. All
Partnership profits, losses, and distributive shares of tax items accruing prior
to the effectiveness of this Agreement shall be allocated in accordance with,
and the respective rights and obligations of partners with respect to the period
prior to the effectiveness of this Agreement shall be governed by the Initial
Agreement.

          2.1.2  Application of Act. The Partnership is a limited partnership
pursuant to the provisions of the Act and upon 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. No Partner has any
interest in any Partnership property, and the Partnership Interest of each
Partner shall be personal property for all purposes.

     2.2   Name. The name of the Partnership is Heritage Communities L.P. 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 change the name of
the Partnership at any time and from time to time and shall promptly notify the
Limited Partners of such change, provided, that the name of the Partnership may
not be changed to include the name, or any variant thereof, of any Limited
Partner without the written consent of that Limited Partner.

     2.3   Registered Office and Agent; Principal Office. The address of the
registered office of the Partnership in the State of Delaware is located at 1029
Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered
agent for service of process on the

                                       13

<PAGE>

Partnership in the State of Delaware at such registered office is The
Corporation Trust Company. The principal office of the Partnership is 335 North
Wilmot, Suite 250, Tucson, Arizona 85711, or such other place in the United
States 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.

     2.4   Term. The term of the Partnership shall commence on the date hereof
and shall continue until December 31, 2086, unless it is dissolved sooner
pursuant to the provisions of Article XIII or as otherwise provided by law.

                                   ARTICLE III

                                     PURPOSE

     3.1   Purpose and Business. The purpose and nature of the business to be
conducted by the Partnership is (a) to conduct any business that may be lawfully
conducted by a limited partnership organized pursuant to the Act and in
connection therewith to sell or otherwise dispose of Partnership assets, (b) to
enter into any partnership, joint venture or other similar arrangement to engage
in any of the foregoing or the ownership of interests in any entity engaged in
any of the foregoing, and (c) to do anything necessary or incidental to the
foregoing which, in each case, is not in breach of this Agreement; provided,
however, that each of the foregoing clauses (a), (b), and (c) shall be limited
and conducted in such a manner as to permit the General Partner at all times to
be classified as a REIT, unless the General Partner provides notice to the
Partnership that it intends to cease or has ceased to qualify as a REIT.

     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; provided, the
Partnership shall not take any action which, in the reasonable business judgment
of the General Partner, (a) could adversely affect the ability of the General
Partner to continue to qualify as a REIT, (b) could subject the General Partner
to any additional taxes under Code section 857 or Code section 4981, or (c)
could violate any law or regulation of any governmental body or agency having
jurisdiction over the General Partner or its securities, unless such action (or
inaction) shall have been specifically consented to by the General Partner in
writing.

                                   ARTICLE IV

           CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS; CAPITAL ACCOUNTS

     4.1   Capital Contributions of the Partners.

          4.1.1  Initial Capital Contributions.

               (a)  The General Partner, the Special General Partner and the
Formation Limited Partner each previously contributed $100.00 to the
Partnership's capital. The Formation Limited Partner has withdrawn and his
Capital Contribution has been returned. The

                                       14

<PAGE>

Winton Limited Partners have made their respective Capital Contributions in
accordance with Code section 721(a) as set forth in the Winton Contribution
Agreement and Exhibit B.

               (b)  At the time of the execution of this Agreement, the Partners
shall make or shall have made their respective Capital Contributions as required
or permitted by the Merit Contribution Agreements and as set forth in Exhibit A
to this Agreement. The General Partner's Capital Contribution may include all or
any part of the Partnership's costs associated with the contribution and
acquisition of the properties contributed by the Limited Partners, including due
diligence costs, transfer fees and other closing costs, as determined in the
General Partner's sole discretion. Partnership Units acquired by the General
Partner or the Special General Partner in exchange for such Capital
Contributions shall be deemed to be the General Partnership Interest. The
Limited Partners' contributions shall be contributions of property to the
Partnership in accordance with Code section 721(a) as set forth in the
Contribution Agreements and Exhibit B attached hereto.

               (c)  The Partners shall own Partnership Units in the amounts set
forth in Exhibit A and shall have a Percentage Interest in the Partnership as
set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A
from time to time by the General Partner in accordance with Section 1.1.63 to
the extent necessary to reflect accurately redemptions, conversions, Capital
Contributions, the issuance of additional Partnership Units, or similar events
having an effect on a Partner's Percentage Interest.

          4.1.2  Additional Capital Contributions or Assessments. No Partner
shall be assessed or, except for any such amounts which a Limited Partner may be
obligated to repay under Section 10.5, be required to contribute additional
funds, except as provided in Sections 4.1.5 and 7.1.1(c), or other property to
the Partnership. Any additional funds required by the Partnership, as determined
by the General Partner in its reasonable business judgment, may, at the option
of the General Partner and without an obligation to do so, be contributed by the
General Partner, the Special General Partner, or both as additional Capital
Contributions; provided, however, that the General Partner, separately or
together with the Special General Partner, shall contribute to the Partnership
an additional $400,000 as a Capital Contribution during each Fiscal Year in
exchange for General Partner Units which shall be added to the General
Partnership Interest. If and as the General Partner or the Special General
Partner makes additional Capital Contributions to the Partnership as provided
for in this Section 4.1.2, each such Partner shall receive additional General
Partner Units.

          4.1.3  Return of Capital Contributions. Except as otherwise expressly
provided herein, the Capital Contribution of each Partner will be returned to
that Partner only in the manner and to the extent provided in Article V and
Article XIII hereof, and no Partner may withdraw from the Partnership or
otherwise have any right to demand or receive the return of its Capital
Contribution to the Partnership (as such), except as specifically provided
herein. Under circumstances requiring a return of any Capital Contribution, no
Partner shall have the right to receive property other than cash, except as
specifically provided herein. No Partner shall be entitled to interest on any
Capital Contribution or Capital Account notwithstanding any disproportion
therein as between the Partners. Except as specifically provided herein, neither
the General partner nor the Special General Partner shall be liable for the
return of any portion

                                       15

<PAGE>

of the Capital Contribution of any Limited Partner, and the return of such
Capital Contributions shall be made solely from Partnership assets.

          4.1.4  Liability of Limited Partners. No Limited Partner shall have
any further personal liability to contribute money to, or in respect of, the
liabilities or the obligations of the Partnership, nor shall any Limited Partner
be personally liable for any obligations of the Partnership, except as otherwise
provided in Section 4.1.2 or in the Act. No Limited Partner shall be required'
to make any contributions to the capital of the Partnership other than its
Capital Contribution.

          4.1.5  Negative Capital Account. If the General Partner or the Special
General Partner, on the date of "liquidation" of its respective interest in the
Partnership (within the meaning of Treasury Regulation section
1.704-1(b)(2)(ii)(g)), has a negative balance in its Capital Account, then such
Partner shall contribute in cash to the capital of the Partnership the amount
required to increase its Capital Account as of such date to zero. Any such
contribution required of the General Partner or the Special General Partner
under this Section 4.1.5 shall be made by such Partner on or before the later of
(i) the end of the Partnership Year in which such Partner's interest in the
Partnership is liquidated, or (ii) the ninetieth calendar day following the date
of such liquidation. Notwithstanding any provision of this Agreement to the
contrary, all amounts so contributed by the General Partner or the Special
General Partner to the capital of the Partnership in accordance with this
Section 4.1.5 shall, upon liquidation of the Partnership under Article XIII
hereof, be distributed in accordance with Section 13.2.1 hereof.

          4.1.6  Minimum Capital Contribution by General Partners.
Notwithstanding anything contained herein to the contrary, the minimum aggregate
Capital Contribution by the General Partner and the Special General Partner
shall be an amount equal to at least 1.01 percent of aggregate Capital
Contributions of the Limited Partners. In the event that such required minimum
Capital Contribution is increased as a result of the admission of any Additional
Limited Partners and the General Partner and the Special General Partner have
not contributed the required minimum amount to the Partnership, the amount
necessary to satisfy such required minimum Capital Contribution shall be payable
by the General Partner or the Special General Partner upon admission of such
Additional Limited Partner.

     4.2   Issuances of Additional Partnership Interests.

          4.2.1  General.

               (a)  The General Partner is hereby authorized to cause the
Partnership to issue such additional Partnership Interests in the form of
Limited Partner Units for any Partnership purpose at any time or from time to
time, to the Partners or to other Persons for such consideration and on such
terms and conditions as shall be established by the General Partner in its sole
and absolute discretion; provided, however, if the General Partner issues
additional Limited Partnership Interests in exchange for the contribution of
additional properties, the General Partners' obligation to make additional
Capital Contributions under Section 4.1.2 shall increase by an amount equal to
$400,000 multiplied by the fraction whose numerator is the number of Limited
Partner Units to be issued in exchange for the additional property and whose

                                       16

<PAGE>

denominator is the total number of outstanding Limited Partner Units as of the
date of this Agreement.

               (b)  The General Partner may make Capital Contributions of
additional real properties in exchange for Limited Partner Units. The number of
Limited Partner Units to be issued in exchange for such properties shall be
equal to the Agreed Value of such property divided by the Value of Share, and
the Valuation Date shall be the date that such property is contributed to the
Partnership. The General Partner's contributions of such properties as a Limited
Partner shall be set forth on Exhibit B attached hereto.

          4.2.2  Conversion of Units.

               (a)  Subject to the further provisions of this Section 4.2.2 and
subject to Section 8.6, each Limited Partner shall have the right (the
"Conversion Right") to exchange any or all of the Limited Partner Units held by
that Partner for Shares, with one Limited Partner Unit (as adjusted pursuant to
4.2.2(b)) being exchangeable for one fully paid, non-assessable Share. The
Conversion Right may be exercised by a Limited Partner (a "Converting Partner")
at any time after the first anniversary date of the issuance of the Limited
Partner Unit that is the subject of such Notice of Conversion and from time to
time thereafter by delivering such Notice of Conversion in the form attached as
Exhibit C to the General Partner. Upon receipt by the General Partner of a
Notice of Conversion, on the Specified Conversion Date the General Partner shall
issue to the Converting Partner the number of Shares equal to the number of
Limited Partner Units to be exchanged. The General Partner shall at all times
reserve and keep available out of its authorized but unissued Shares, solely for
the purpose of effecting the exchange of Limited Partner Units for Shares, such
number of Shares as shall from time to time be sufficient to effect the
conversion of all outstanding Limited Partner Units. No Limited Partner shall,
solely by virtue of being the holder of one or more Limited Partner Units, be
deemed to be a shareholder of or have any other interest in the General Partner.

               (b)  For purposes of this Section 4.2.2, the number of Limited
Partner Units exchanged by any Limited Partner shall be proportionately adjusted
by multiplying the number of Limited Partner Units being exchanged by such
Limited Partner by the Unit Adjustment Factor, the intent of this provision is
that one Limited Partner Unit (as adjusted) remains exchangeable for one Share
without dilution. In the event the General Partner issues any Shares in exchange
for Limited Partner Units pursuant to this Section 4.2.2, any such Limited
Partner Units so acquired by the General Partner shall thereafter be owned by
the General Partner as Limited Partner Units for all purposes of this Agreement,
except for those actions requiring the vote of the Limited Partners or Limited
Partner Consent Each Converting Partner agrees to execute such documents as the
General Partner may reasonably require in connection with the issuance of Shares
upon exercise of the Conversion Right.

               (c)  On any Specified Conversion Date occurring on or prior to
the tenth anniversary of the issuance of the Limited Partner Unit that is the
subject of such Notice of Conversion, the Partnership shall pay in cash to any
Converting Partner the then unreturned balances in the Accrual Accounts and
Unpaid Distribution Accounts maintained for the Limited Partner Units that are
the subject of the Notice of Conversion.

                                       17

<PAGE>

               (d)  On any Specified Conversion Date occurring after the tenth
anniversary of the issuance of the Limited Partner Unit that is the subject of
such Notice of Conversion, the Partnership shall pay in cash to any Converting
Partner the then unreturned balances in the. Accrual Accounts and Unpaid
Distribution Accounts maintained for the Limited Partner Units that are the
subject of the Notice of Conversion; provided, however, that no such payment of
the then unreturned balances in such Accrual Accounts and Unpaid Distribution
Accounts shall be required if the Value of a Share for which a Limited Partner
Unit is exchangeable pursuant to a Limited Partner's Conversion Right is at
least 110 percent of the sum of (i) the quotient obtained by dividing the
Converting Partner's Capital Contribution as set forth on Exhibit A by the
number of Limited Partner Units (multiplied by the Unit Adjustment Factor)
originally held by such Partner and (ii) the then unreturned balances per
Limited Partner Unit (as adjusted by the Unit Adjustment Factor) in the Accrual
Accounts and Unpaid Distribution Accounts maintained for the Partnership Units
that are the subject of the Notice of Conversion.

     4.3   No Preemptive Rights. Except as specifically provided in this
Agreement, no Person shall have any preemptive, preferential or other similar
right with respect to (a) additional Capital Contributions or loans to the
Partnership or (b) issuance or sale of any Partnership Units.

     4.4   Capital Accounts of the Partners.

          4.4.1  General. The Partnership shall maintain for each partner a
separate Capital Account in accordance with the rules of Treasury Regulation
section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (a) the
amount of all Capital Contributions made by such Partner to the Partnership
pursuant to this Agreement and (b) all items of Partnership income and gain
(including income and gain exempt from tax) computed in accordance with Section
4.4.2 hereof and allocated to such Partner pursuant to Sections 6.1 and 6.2 of
this Agreement, and decreased by (i) 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 (ii) all items of Partnership deduction and loss
computed in accordance with Section 4.4.2 hereof and allocated to such Partner
pursuant to Sections 6.1 and 6.2 of this Agreement.

          4.4.2  Income, Gains, Deductions, and Losses. For purposes of
computing the amount of any item of income, gain, loss or deduction to be
reflected in the Partner's 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 Code section 703(a)
(for this purpose all items of income, gain, loss or deduction required to be
stated separately pursuant to Code section 703(a)(1) shall be included in
taxable income or loss), with the following adjustments:

               (a)  Except as otherwise provided in Treasury Regulation section
1.704l(b)(2)(iv)(m), the computation of all items of income, gain, loss and
deduction shall be made without regard to any election under Code section 754
which may be made by the Partnership; provided, the amounts of any adjustments
to the adjusted bases of the assets of the Partnership made pursuant to Code
section 734 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

                                       18

<PAGE>

manner and subject to the limitations prescribed in Treasury Regulation section
1.704-1(b)(2)(iv)(m).

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

               (c)  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.

               (d)  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.

               (e)  In the event the Carrying Value of any Partnership asset is
adjusted pursuant to Section 4.4.4 hereof, the amount of any such adjustment
shall be taken into account as gain or loss from the disposition of such asset.

               (f)  Any items specifically allocated under Section 6.3 hereof
shall not be taken into account.

          4.4.3  Transfer of Partnership Units. A transferee of a Partnership
Unit shall succeed to a pro rata portion of the Capital Account of the
transferor.

          4.4.4  Unrealized Gains and Losses.

               (a)  (a) Consistent with the provisions of Treasury Regulation
section 1.704l(b)(2)(iv)(f), and as provided in Section 4.4.4(b), the Carrying
Values 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 4.4.4(b)
hereof, as if such Unrealized Gain or Unrealized Loss has been recognized on an
actual sale of each such property and allocated pursuant to Section 6.1 of the
Agreement.

               (b)  Such adjustments shall be made as of the following times:
(i) 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
minimis Capital Contribution; (ii) immediately prior to the distribution by the
Partnership to a Partner of more than a de minimis amount of Property as
consideration for an interest in the Partnership; and (Hi) immediately prior to
the liquidation of the Partnership or the General Partner's interest in the
Partnership within the meaning of Treasury Regulation section
1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses
(i) and (ii) above shall be made only if such adjustments are necessary or
appropriate to reflect the relative economic interests of the Partners in the
Partnership.

                                       19

<PAGE>

               (c)  In accordance with Treasury Regulation 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.

               (d)  In determining such Unrealized Gain or Unrealized Loss 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 XIII of this Agreement, be determined and
allocated by the Liquidator using such reasonable methods of valuation as it may
adopt.

          4.4.5  Modification by General Partner. The provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply
with Treasury Regulation section 1.7041(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 the manner in which the Capital
Accounts, or any debts or credits thereto (including, without limitation, debits
or credits relating to liabilities which are secure by contributed or
distributed property or which are assumed by the Partnership, the General
Partner, or any Limited Partners) are computed to comply with such Regulations,
the General Partner shall give prompt written notice to each of the Limited
Partners. In the event that the General Partner does not receive a written
objection to such proposed modification within 20 Business Days after the date
on which the General Partner first sent such notice, the General Partner may
make such modification. In the event that the General Partner receives one or
more written objections within such 20 Business Day period, the General Partner
and the objecting Limited Partners shall attempt to resolve such matter within
10 Business Days from the expiration of such 20 Business Day period. In the
event that the General Partner and the objecting Limited Partners cannot resolve
such matter, the Partners select Deloitte & Touche to decide such matter and
such determination shall be final. Notwithstanding the foregoing, no
modification hereunder shall be made by the General Partner where such
modification would have a material effect on the amounts distributable to any
Person pursuant to Article XIII of this Agreement upon the liquidation of the
Partnership. The General Partner also shall (a) make any adjustments that are
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
Treasury Regulation section 1.104-1 (b)(2)(iv)(q), and (b) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Treasury Regulation section 1.704-1(b).

          4.4.6  General Partner's Minimum Capital Account Balance.
Notwithstanding anything contained herein to the contrary, the General Partner
and the Special General Partner shall at all times maintain an aggregate Capital
Account balance of at least the lesser of (i) one percent of the positive
aggregate Capital Account balances of all Partners (including the General
Partner and the Special General Partner), or (ii) $500,000.

     4.5   Waiver and Recontribution. Each Limited Partner understands that (a)
the offer and sale of the Units has not been registered under the Securities
Act, and (b) the failure to register the Units could result in the Limited
Partner being granted certain rights under federal

                                       20

<PAGE>

securities law to rescind the Limited Partner's contribution to the Partnership.
Each Limited Partner (i) hereby waives any and all rights it now has or may
hereafter be granted under federal or applicable state securities laws to
rescind its contribution to the Partnership on the basis that the offer and sale
of the Units was not registered under the Securities Act (the "Waiver") and (ii)
agrees that if the Waiver is deemed void or unenforceable for any reason,
including, without limitation, Section 14 of the Securities Act, the entire
beneficial interest in all property and amounts received by the Limited Partner
in payment of any such rescission (regardless of whether such action was
initiated by the Limited Partner) or otherwise received by the Limited Partner
as damages solely for failure to register the offer and sale of the Units under
the Securities Act, will be promptly paid over and contributed by the Limited
Partner to the Partnership, for no additional consideration from the General
Partner or the Partnership and the Limited Partner will retain its Units and
remain a Limited Partner of the Partnership. Each Limited Partner hereby
consents to the disclosure of the agreements contained in this Section 4.5 in
any prospectus forming a part of any registration statement of the General
Partner filed with the Securities and Exchange Commission pursuant to the
Securities Act.

                                    ARTICLE V

                                  DISTRIBUTIONS

     5.1   Requirement and Characterization of Distributions.

          5.1.1  Distributions of Available Cash Flow. Subject to Sections 5.2
and 5.3 hereof, the General Partner shall distribute quarterly an amount equal
to 100 percent of Available Cash generated by the Partnership during such
quarter to the Partners who are Partners at the close of business on the
Partnership Record Date with respect to such quarter in the following order of
priority and to the extent of such Available Cash: (a) first, to each Limited
Partner to the extent of and in proportion to the then unreturned balance of the
Accrual Account maintained with respect to each Limited Partner Unit held by
such Limited Partner; (b) second, to each Limited Partner to the extent of and
in 'proportion to the then unreturned balance of the Unpaid Distribution Account
maintained with respect to each Limited Partner Unit held by such Limited
Partner; (c) third, to each Limited Partner to the extent of and in proportion
to an amount per Limited Partner Unit (multiplied by the Unit Adjustment Factor)
held by such Limited Partner equal to the dividend per Share paid by the General
Partner for such quarter, and (d) fourth, the balance, if any, of the Available
Cash for such quarter shall be distributed to the General Partners, pro rata,
based upon their respective General Partner Units. No distribution (other than
to a Converting Partner as provided in Section 4.4.2(c) and 4.2.2(d)) shall be
made for any distribution period in respect of General Partner Units held by the
General Partners unless all distributions due the Limited Partners in accordance
with clauses (a), (b) and (c) of this Section 5.1.1 shall have been paid for all
prior periods. Notwithstanding anything to the contrary contained herein, in no
event may a Partner receive a distribution of Available Cash attributable to any
period with respect to a Unit if such Partner is entitled to receive a dividend
out of Funds from Operations attributable to such period with respect to a Share
for which such Unit has been redeemed or exchanged.

          5.1.2  Distributions of Capital Transaction Proceeds. Subject to
Sections 5.2 and 5.3 hereof, until the tenth anniversary of the Contribution
Date of any property set forth

                                       21

<PAGE>

on Exhibit B that is the subject of a Capital Transaction, the General Partner
shall distribute Capital Transaction Proceeds received by the Partnership within
30 days after the date on which said Capital Transaction occurs (the "Capital
Transaction Record Date") to the Partners who are Partners at the close of
business on the Capital Transaction Record Date in the following order of
priority and to the extent of such Capital Transaction Proceeds: (a) first, to
each Limited Partner to the extent of and in proportion to the then unreturned
balance of the Accrual Account maintained with respect to each Limited Partner
Unit held by such Limited Partner, (b) second, to each Limited Partner to the
extent of and in proportion to the then unreturned balance of the Unpaid
Distribution Account maintained with respect to each Limited Partner Unit held
by such Limited Partner, and (c) third, the balances, if any, of the Capital
Transaction Proceeds shall be distributed to the General Partners, pro rata,
based upon their General Partnership Interests. After the tenth anniversary of
the Contribution Date of any property set forth on Exhibit B that is the subject
of a Capital Transaction, the General Partner shall distribute Capital
Transaction Proceeds received by the Partnership within 30 days after the
Capital Transaction Record Date to the General Partners, pro rata, based upon
their General Partnership Interests, and no other Partner shall have a right to
share in such distribution; provided that the General Partner shall give the
Limited Partners 10 days prior written notice of any such distribution.

     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 hereof with respect
to any allocation, payment or distribution to the General Partner, the Special
General Partner or any Limited Partners or Assignees shall be promptly paid
solely out of funds of the Partnership by the General Partner to the appropriate
taxing authority and treated as amounts distributed to the General Partner or
such Limited Partners or Assignees pursuant to Section 5.1 for all purposes
under this Agreement.

     5.3   Distribution Upon Liquidation. Proceeds from a Liquidating
Transaction shall be distributed to the Partners in accordance with Section
13.2.

                                   ARTICLE VI

                                   ALLOCATIONS

     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 Section 4.4 hereof) shall be allocated among the
Partners for each taxable year (or portion thereof) as provided herein below.

          6.1.1  Net Income. After giving effect to the special allocations set
forth in Section 6.2 below, Net Income shall be allocated (a) first, to each
Limited Partner to the extent that, on a cumulative basis, Net Losses previously
allocated to the Limited Partners pursuant to Section 6.1.2 exceed Net Income
previously allocated to the Limited Partners pursuant to this clause (a) of this
Section 6.1.1, (b) second, to each Limited Partner until each Limited Partner
has been allocated on a cumulative basis, Net Income equal to the sum of the
distributions paid to such Limited Partner and the unreturned balances in the
Accrual Accounts and the Unpaid Distribution Accounts maintained with respect to
the Limited Partner Units held by such

                                       22

<PAGE>

Limited Partner, and (c) thereafter, to the General Partners, pro rata, based
upon their respective General Partner Units. Notwithstanding the foregoing, the
General Partners shall be allocated on a combined basis not less than one
percent of each item of Partnership gain, loss, income and deduction for each
year.

          6.1.2  Net Losses. After giving effect to the special allocations set
forth in Section 6.2 below, Net Losses shall be allocated to the Partners in
accordance with their respective Percentage Interests; provided that Net Losses
shall not be allocated to any Limited Partner pursuant to this Section 6.1.2 to
the extent that such allocation would cause such Limited Partner to have an
Adjusted Capital Account Deficit at the end of such taxable year (or increase
any existing Adjusted Capital Account Deficit). All Net Losses in excess of the
limitations set forth in the preceding sentence of this Section 6.1.2 shall be
allocated to the General Partners, pro rata, based upon their respective General
Partner Units.

          6.1.3  Nonrecourse Liabilities. For purposes of Treasury Regulation
section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the
Partnership in excess of the sum of (a) the amount of Partnership Minimum Gain
and (b) the total amount of Nonrecourse Built-in Gain shall be allocated among
the Partners in accordance with their respective Percentage Interests.

          6.1.4  Gains. 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
6.2 below, 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.

     6.2   Special Allocation Rules. Notwithstanding any other provision of the
Agreement, the following special allocations shall be made in the following
order:

          6.2.1  Minimum Gain Chargeback. Notwithstanding any other provisions
of Article VI, if there is a net decrease in Partnership Minimum rain during any
Partnership 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 Treasury Regulation 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 Treasury Regulation section
1.704-2(f)(6). This Section 6.2.1 is intended to comply with the minimum gain
chargeback requirements in Treasury Regulation section 1.704-2(f), and, for
purposes of this Section 6.2.1 only, each Partner's Adjusted Capital Account
Deficit shall be determined prior to any other allocations pursuant t6 Section
6.1 of the Agreement with respect to such fiscal year and without regard to any
decrease in Partner Minimum Gain during such fiscal year.

          6.2.2  Partner Minimum Gain Chargeback. Notwithstanding any other
provision of Article VI (except Section 6.2.1 hereof), if there is a net
decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt
during any Partnership fiscal year, each Partner who has a share of the Partner
Minimum Gain attributable to such Partner

                                       23

<PAGE>

Nonrecourse Debt, determined in accordance with Treasury Regulation section
1.704-2(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 Treasury Regulation
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 Treasury Regulation section 1.704-2(i)(4). This Section 6.2.2 is
intended to comply with the minimum gain chargeback requirement in Treasury
Regulation section 1.704-2(i)(4) and shall be interpreted consistently
therewith. Solely for purposes of this Section 6.2.2, each Partner's Adjusted
Capital Account Deficit shall be determined prior to any other allocations
pursuant to Article VI of this Agreement with respect to such fiscal year, other
than allocations pursuant to Section 6.2.1 hereof.

          6.2.3  Qualified Income Offset. In the event any Partner unexpectedly
receives any adjustments, allocations or distributions described in paragraphs
(4), (5) or (6) of Treasury Regulation section 1.704-1(b)(2)(ii)(d), and after
giving effect to the allocations required under Section 6.2.1 and 6.2.2 hereof,
such Partner has an Adjusted Capital Account Deficit, items of Partnership
income and gain shall be specially allocated to such Partner in an amount and
manner sufficient to eliminate, to the extent required by the Treasury
Regulations, its Adjusted Capital Account Deficit created by such adjustments,
allocations or distributions as quickly as possible.

          6.2.4  Nonrecourse Deductions. Nonrecourse Deductions for any taxable
period 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 Treasury
Regulations promulgated under Code section 704(b), the General Partner is
authorized, upon notice to the Limited Partners in accordance with Section 4.4.5
hereof, to revise the prescribed ratio to the numerically closest ratio which
does satisfy such requirements.

          6.2.5  Partner Nonrecourse Deductions. Any Partner Nonrecourse
Deductions for any fiscal 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
Treasury Regulation section 1.704-2(i)(2).

          6.2.6  Code Section 754 Adjustments. To the extent an adjustment to
the adjusted tax basis of any Partnership asset pursuant to Code section 734(b)
or Code section 743(b) is required pursuant to Treasury Regulation section
I.704-I(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 Treasury Regulations.

     6.3   Allocations for Tax Purposes.

                                       24

<PAGE>

          6.3.1  General. Except as otherwise provided in this Section 6.3, 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 Sections 6.1 and
6.2 of this Agreement.

          6.3.2  To Eliminate Book-Tax Disparities. 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:

               (a)  (i) In the case of a Contributed Property, such items
attributable thereto shall be allocated among the Partners consistent with the
principles of Code section 704(c) that takes into account the variation between
the Code section 704( c) Value of such property and its adjusted basis at the
time of contribution; and (ii) 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 Sections 6.1 and 6.2 of this Agreement.

               (b)  (i) In the case of an Adjusted Property, such items shall
(A) first, be allocated among the Partners in a manner consistent with the
principles of Code section 704(c) to take into account the Unrealized Gain or
Unrealized Loss attributable to such property and the allocations thereof
pursuant to Section 4.4, and (B) second, in the event such property was
originally a Contributed Property, be allocated among the Partners in a manner
consistent with Section 6.3.2(a)(i); and (ii) any item of Residual Gain or
Residual Loss attributable to an Adjusted Property shall be allocated among the
Partners in the same manner as its correlative item of "book" gain or loss is
allocated pursuant to Sections 6.1 and 6.2 of this Agreement.

               (c)  All other items of income, gain, loss and deduction shall be
allocated among the Partners in the same manner as their correlative item of
"book" gain or loss is allocated pursuant to Sections 6.1 and 6.2 of this
Agreement.

          6.3.3  Power of General Partner to Elect Method. To the extent
Treasury Regulations promulgated pursuant to Code section 704(c) permit a
partnership to utilize alternative methods to eliminate the disparities between
the agreed value of property and its adjusted basis the General Partner shall
elect the traditional method without curative allocations to be used by the
Partnership and such ejection shall be binding on all Partners.

                                   ARTICLE VII

                      MANAGEMENT AND OPERATIONS OF BUSINESS

     7.1   Management.

          7.1.1  Powers of General Partner. Except as otherwise expressly
provided in this Agreement, all management powers over the business and affairs
of the Partnership are vested exclusively in the General Partner, and no other
Partner shall have any right to participate in or exercise control or management
power over the business and affairs of the Partnership; provided, however, that
the General Partner may delegate any of its powers set

                                       25

<PAGE>

forth in this Agreement or under applicable law to the Special General Partner,
provided that the Special General Partner is a direct or indirect wholly owned
subsidiary of the General Partner. Notwithstanding anything to the contrary in
this Agreement, neither the General Partner nor the Special General Partner may
be removed by the Limited Partners with or without cause; provided, however,
that if the Special General Partner is not a direct or indirect wholly owned
subsidiary of the General Partner, the Special General Partner may be removed
with or without cause by Limited Partner Consent. In addition to the powers now
or hereafter granted a general partner of a limited partnership under applicable
law or which are granted to the General Partner (or delegated to the Special
General Partner) under any other provision of this Agreement, the General
Partner, subject to Section 7.3 hereof, 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 hereof and to
effect the purposes set forth in Section 3.] hereof, including, without
limitation:

               (a)  the making of any expenditures, the lending or borrowing of
money (including, without limitation, making prepayments on loans and borrowing
money to permit the Partnership to make distributions to its Partners in such
amounts as will permit the General Partner (so long as the General Partner
desires to qualify as a REIT) to avoid the payment of any federal income tax
(including, for this purpose, any excise tax pursuant to Code section 4981) and
to make distributions to its shareholders sufficient to permit the General
Partner to maintain REIT status), the assumption or guarantee of, or other
contracting for, indebtedness and other liabilities, the issuance of evidences
of indebtedness (including the securing of same by 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;

               (b)  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;

               (c)  the acquisition, disposition, conveyance, mortgage, pledge,
encumbrance, hypothecation or exchange of any assets of the Partnership, which
powers shall include, without limitation, the power to pledge any or all of the
assets of the Partnership to secure a loan or other financing to the General
Partner (the proceeds of which are not required to be contributed or loaned to
this Partnership); provided, however, that to the extent that any payment of
debt service on and closing costs in connection with any such mortgage, pledge,
encumbrance or hypothecation shall result in the Partnership being unable to pay
..the maximum amount payable with respect to any quarterly distributions to
Limited Partners pursuant to Section 5.1, then the General Partner shall make
additional Capital Contributor's as are necessary to enable the Partnership to
pay the maximum amount payable with respect to any quarterly distributions to
Limited Partners pursuant to Section 5.1 (provided that the General Partner
shall have no obligation to make such additional Capital Contributions in an
amount exceeding the amount of debt service and closing costs actually paid),
and provided, further, that the General Partner shall and does hereby indemnify
the Limited Partners to the extent any foreclosure on any such mortgage, pledge,
encumbrance or hypothecation results in a loss in the value of the Limited
Partnership Interests;

                                       26

<PAGE>

               (d)  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 General Partner (to the extent
necessary to maintain its REIT status), the Partnership, any Subsidiary
Partnership, or any of the Partnership's Subsidiaries, the lending of funds to
other Persons (including and Subsidiary Partnership and the Partnership's
Subsidiaries) and the repayment of obligations of the Partnership, its
Subsidiaries, the Subsidiary Partnerships and any other Person in which it has
an equity investment and the making of capital contributions to the Subsidiary
Partnerships and its Subsidiaries, the creation, by grant or otherwise, of
easements or servitudes, and the performance of any and all acts necessary or
appropriate to the operation of the Partnership assets, including applications
for rezoning, objections to rezoning, constructing, altering, improving,
repairing, renovating, rehabilitating, razing, demolishing or condemning any
improvements or property of the Partnership;

               (e)  the negotiation, execution, and performance of (i) any
contracts, conveyances or other instruments (including with Affiliates of the
Partnership to the extent provided in Section 7.6) that the General Partner
considers useful or necessary to the conduct of the Partnership's operations or
the implementation of the General Partner's powers under this Agreement,
including, without limitation, the execution and delivery of leases on behalf of
or in the name of the Partnership or any Subsidiary Partnership (including the
lease of Partnership property for any purpose and without limit as to the term
thereof, whether or not such term (including renewal terms) shall extend beyond
the date of termination of the Partnership and whether or not the portion so
leased is to be occupied by the lessee or, in turn, subleased in whole or in
part to others), (ii) a management agreement with ASR Investments Corporation on
behalf of the Partnership providing for the day-to-day management of the
Partnership on terms substantially similar to the management agreements
currently existing between the General Partner and its Affiliates, and (iii)
property management agreements with a REIT subsidiary or Affiliate providing for
the day-to-day management of the Partnership and Subsidiary Partnership
properties on terms substantially similar to the property management agreements
currently existing for such properties;

               (f)  the contribution, transfer or conveyance of any Partnership
properties to (i) any Subsidiary Partnership in a transaction qualifying for
nonrecognition treatment under Code section 721 for the purpose of holding
Partnership property in a single purpose entity;

               (g)  the opening and closing of bank accounts, the investment of
Partnership funds in securities, certificates of deposit and other instruments,
and the distribution of Partnership cash or other Partnership assets in
accordance with this Agreement;

               (h)  the selection and dismissal of employees of the Partnership,
any Subsidiary Partnership, the General Partner or the Special General Partner
(including, without limitation, employees having titles such as "president,"
"vice president," "secretary" and "treasurer"), and the engagement and dismissal
of agents, outside attorneys, accountants, engineers, appraisers, consultants,
contractors and other professionals on behalf of the General Partner, the
Special General Partner, the Partnership or any Subsidiary Partnership and the
determination of their compensation and other terms of employment or hiring;

                                       27

<PAGE>

               (i)  the maintenance of such insurance for the benefit of the
Partnership and the Partners as it deems necessary or appropriate;

               (j)  the control of any matters affecting the rights and
obligations of the Partnership, including the conduct of litigation and the
incurring of legal expense and the settlement of claims and litigation, and the
indemnification of any Person against liabilities and contingencies to the
extent permitted by law;

               (k)  the determination of the fair market value of any
Partnership property distributed in kind using such reasonable method of
valuation as it may adopt and as is consistent with Section 4.4 hereof; and

               (l)  the execution, acknowledgment and delivery of any and all
documents and instruments to effect any or all of the foregoing.

          7.1.2  No Approval Required for Above Powers. Each of the Limited
Partners agrees that either the General Partner or the Special General Partner
arc 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 and except where Limited Partner Consent is
expressly required herein), the Act or any applicable law, role or regulation.
The execution, delivery or performance by the General Partner, the Special
General Partner or the Partnership of any agreement authorized or permitted
under this Agreement shall not constitute a breach by the General Partner or by
the Special General Partner of any duty that the General Partner or the Special
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.

          7.1.3  Insurance. At all times from and after the date hereof, the
General Partner shall cause the Partnership to obtain and maintain casualty,
liability and other insurance on the properties of the Partnership and each
Subsidiary Partnership and liability insurance for the Indemnitees hereunder,
provided, that in maintaining liability insurance for the Indemnitees hereunder,
the Partnership shall be allocated the cost thereof on a fair and equitable
basis as determined by the General Partner.

          7.1.4  Working Capital Reserves. At all times from and after the date
hereof, the General Partner may cause the Partnership to establish and maintain
reserves for any purpose, including the purchase of capital assets and working
capital, and in such amounts as the General Partner, in its sole and absolute
discretion, deems appropriate and reasonable from time to time.

          7.1.5  No Obligation to Consider Tax Consequences to Limited Partners.
In exercising their authority under this Agreement, the General Partner and the
Special General Partner may, but shall be under no obligation to, take into
account the tax consequences to any Partner of any action taken by it. The
General Partner, the Special General Partner and the Partnership shall not have
liability to a Limited Partner under any circumstances as a result of an income
tax liability incurred by such Limited Partner as a result of an action (or
inaction) by the General Partner or the Special General Partner pursuant to
their authority under this

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Agreement. The General Partner shall use its reasonable efforts to effect the
disposition of assets through means of exchanges which defer federal income
taxation; however, except as provided in Section 7.3.5, the General Partner
shall have the sole discretion to determine whether to consummate an asset
disposition through a tax deferred exchange and shall have no liability to the
Limited Partners, or any of them, if such disposition is effected through a
taxable transaction.

     7.2   Certificate of Limited Partnership. 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
and do all 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 jurisdiction in which the Partnership
may elect to do business or own property. Within 15 Business Days after filing,
the General Partner will deliver or mail a copy of the Certificate, as it may be
amended or restated from time to time, to any Limited Partner. The General
Partner shall use all reasonable efforts to cause to be filed such other
certificates or documents as may 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 jurisdiction in which the Partnership may elect
to do business or own property.

     7.3   Restrictions on General Partner's Authority. Neither the General
Partner nor the Special General Partner may take any action in contravention of
this Agreement or the partnership agreement of any Subsidiary Partnership.
Without the written consent of ail of the Limited Partners, the General Partner
and the Special General Partner shall not cause or permit the Partnership or any
Subsidiary Partnership to do any of the following:

          7.3.1  Take any action that would make it impossible to carry on the
ordinary business of the Partnership or any Subsidiary Partnership, except as
otherwise provided in this Agreement;

          7.3.2  Possess property of the Partnership or any Subsidiary
Partnership, or assign any rights in specific Partnership or Subsidiary
Partnership property, for other than a Partnership purpose except as otherwise
provided in this Agreement;

          7.3.3  Admit a Person as a Partner, except as otherwise provided in
this Agreement;

          7.3.4  Perform any act that would subject a Limited Partner to
liability as a general partner in any jurisdiction or any other liability except
as expressly provided herein or under the Act;

          7.3.5  Until the earlier to occur of (a) the date on which 75 percent
of the Limited Partner Units issued in exchange for the contribution of such
real property shall have been exchanged pursuant to Limited Partners' Conversion
Rights, or (b) the tenth anniversary of the Contribution Date of such real
property, dispose of any interest in real property of the Partnership or any
Subsidiary Partnership other than (i) in transactions that qualify as tax
deferred exchanges under Code section 1031, (ii) transfers by the

                                       29

<PAGE>

Partnership to any Subsidiary Partnership or by any Subsidiary Partnership to
the Partnership, or (iii) a pledge of any assets of the Partnership to secure a
loan or other financing to the General Partner as provided in Section 7.1.1(c);
provided, however, that this Section 7.3.5 shall not apply to any real property
contributed by the General Partner in exchange for Limited Partner Units, and
for purposes of this Section 7.3.5, the General Partner shall have sole
discretion to consummate any such transaction based upon its good faith
determination of the values of the assets so exchanged; or

          7.3.6  Cause the Partnership to merge or consolidate, or engage in any
forced share exchange, with any other Person.

     7.4   Responsibility for Expenses.

          7.4.1  No Compensation. Except as provided in this Section 7.4 and
elsewhere in this Agreement (including the provisions of Articles V and VI
regarding distributions, payments, and allocations to which it may be entitled),
neither the General Partner nor the Special General Partner shall be compensated
for their services as general partners of the Partnership.

          7.4.2  Responsibility for Ownership and Operation Expenses. The
Partnership shall be responsible for and shall pay all expenses relating to the
Partnership's ownership of its assets, and the operation of, or for the benefit
of, the Partnership, and the General Partners shall be reimbursed on a monthly
basis, for all reasonable and customary expenses incurred relating to the
Partnership's ownership of its assets and the operation of, or for the benefit
of, the Partnership; provided, that the amount of any such reimbursement shall
be reduced by any interest earned by the General Partners with respect to bank
accounts or other instruments held by them as permitted in Section 7.10. Such
reimbursements shall be in addition to any reimbursement to the General Partners
as a result of indemnification pursuant to Section 7.7 hereof.

     7.5   Outside Activities of the General Partner. Nothing herein contained
shall prevent or prohibit the General Partner, the Special General Partner or
any employee or other Affiliate of the General Partner or the Special General
Partner from entering into, engaging in or conducting any other activity or
performing for a fee any service, including engaging in any business dealing
with real property of any type or location; owning, managing, leasing or
disposing of any real property of any type or location; acting as a director,
officer or employee of any corporation, as a trustee of any trust, as a general
partner of any partnership, or as an administrative official of any other
business entity, or receiving compensation for services to, or participating in
profits derived from, the investments of any such business, property,
corporation, trust, partnership or other entity, regardless of whether such
activities are competitive with the Partnership; and nothing herein shall
require the General Partner or any employee or Affiliate thereof to offer any
interest in such activities to the Partnership or any Partner.

     7.6   Contracts with Affiliates. Except as otherwise expressly contemplated
pursuant to Section 7.1, neither the General Partners nor any of their
Affiliates shall (a) sell, transfer or convey any property to, or purchase any
property from, the Partnership, directly or indirectly, or (b) enter into any
agreement for the provision of services to the Partnership, except, in both such

                                       30

<PAGE>

cases, pursuant to transactions or agreements that are on terms that are fair
and reasonable and no less favorable to the Partnership than would be obtained
from an unaffiliated third party in connection therewith. In entering into such
transactions with Affiliates, the General Partners shall not allocate expenses
and similar items disproportionately between the General Partners and the
Partnership.

     7.7   Indemnification.

          7.7.1  General. The Partnership shall indemnity an Indemnitee for,
from and against any and all losses, claims, damages, liabilities, joint or
several, expenses (including legal fees and expenses), judgments, 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 as set forth in
this Agreement in which any Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, unless it is established that: (a) 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, willful misconduct or gross negligence; (b) the
Indemnitee actually received an improper personal benefit in money, property or
services; or (c) in the case of any criminal proceeding, the Indemnitee had
reasonable cause to believe that the act or omission was unlawful. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the Indemnitee did not meet the requisite standard of conduct
set forth in this Section 7.7.1. The termination of any proceeding by conviction
or upon a plea of nolo contendere or its equivalent, or an entry of an order of
probation prior to judgment, creates a rebuttable presumption that the
Indemnitee acted in a manner contrary to that specified in this Section 7.7.1.
Any indemnification pursuant to this Section 7.7 shall be made only out of the
assets of the Partnership.

          7.7.2  In Advance of Final Disposition. Reasonable expenses incurred
by an Indemnitee who is a party to a proceeding may be paid or reimburse by the
Partnership in advance of the final disposition of the proceeding upon receipt
by the Partnership of (a) 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 this Section 7.7 has been
met and (b) a written undertaking by or on behalf of the Indemnitee to repay the
amount if it shall ultimately be determined that the standard of conduct has not
been met.

          7.7.3  Other Than by This Section. 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.

          7.7.4  Insurance. The Partnership may purchase and maintain insurance
on behalf of the Indemnitees and such other Persons 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; provided,
that in maintaining such insurance, the Partnership shall be allocated the cost
thereof on a fair and equitable basis as determined by the General Partner.

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<PAGE>

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

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

          7.7.7  Binding Effect. 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.

     7.8   Liability of the General Partners.

          7.8.1  General. Notwithstanding anything to the contrary set forth in
this Agreement, neither the General Partner nor the Special General partner
shall 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 by the General Partner or the Special General
Partner, except that the General Partners shall be liable to the Partnership and
Partners for losses sustained or liabilities incurred in whole or in part by a
general partner's fraud, willful misconduct or gross negligence.

          7.8.2  No Obligation to Consider Interests of Limited Partners. The
Limited Partners expressly acknowledge (a) that the General Partner and the
Special General Partner are acting on behalf of the Partnership, in a manner
consistent with their roles as general partners; (b) that, except to the limited
extent provided in Section 7.1.5 hereof, neither the General Partner nor the
Special General Partner are under any obligation to consider the separate
interests of the Limited Partners (including, without limitation, the tax
consequences to Limited Partners or Assignees) in deciding whether to cause the
Partnership to take (or decline to take) any actions which the General Partner
or the Special General Partner has undertaken in good faith on behalf of the
Partnership; and (c) that neither the General Partner nor the Special General
Partner shall be liable for monetary damages for losses sustained, liabilities
incurred, or benefits not derived by Limited Partners in connection with such
decisions, provided that the General Partner or the Special General Partner has
acted in good faith.

          7.8.3  Acts of Agents. Subject to the obligations and duties set forth
in Section 7.1.1 hereof, the General Partner of the Special General Partner may
exercise any of the powers granted to them by this Agreement and perform any of
the duties imposed upon them hereunder either directly or by or through their
agents. Neither the General Partner nor the Special General partner shall be
responsible for any misconduct or negligence on the part of any such agent
appointed in good faith.

          7.8.4  Effect of Amendment. Any amendment, modification or repeal of
this Section 7.8 or any provision hereof shall be prospective only and shall not
in any way affect the limitations on the General Partner's or the Special
General Partner's liability to the Partnership and the Limited Partners under
this Section 7.8 as in effect immediately prior to such

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<PAGE>

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.

     7.9   Other Matters Concerning the General Partners.

          7.9.1  Reliance on Documents. The General Partners 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 to be genuine
and to have been signed or presented by the proper party or parties.

          7.9.2  Reliance On Consultants and Advisers. The General Partners may
consult with legal counsel, accountants, appraisers, management consultants,
investment bankers and other consultants and advisers selected by it, and any
act taken or omitted to be taken in reliance upon and in accordance with the
opinion of such Persons as to matters which the General Partners reasonably
believe to be within such Person's professional or expert competence shall be
prima facie evidence that such act was done or omitted in good faith and in
accordance with such opinion.

          7.9.3  Action Through Officers and Attorneys. The General Partners
shall have the right, in respect of any of their powers or obligations
hereunder, to act through any duly authorized officers and a duly appointed
attorney or attorneys-in-fact. Each such attorney shall, to the extent provided
by the General Partner or the Special General Partner in a 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 or the Special
General Partner hereunder.

          7.9.4  Actions to Maintain REIT Status or Avoid Taxation of the
General Partner. Notwithstanding any other provisions of this Agreement or the
Act, any action of the General Partner on behalf of the Partnership or any
decisions of the General Partner to refrain from acting on behalf of the
Partnership, undertaken in good faith belief that such action or omission is
necessary or advisable in order (a) to protect the ability of the General
Partner to continue to quality as a REIT or (b) to avoid the General Partner
incurring any taxes under Code section 857 or Code section 4981, is expressly
authorized under this Agreement and is deemed approved by all of the Limited
Partners.

     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 shall be held
in the name of the Partnership. All Partnership assets shall be recorded as the
property of the Partnership in its books and records.

     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 and the Special General Partner each have full
power and authority to encumber, sell or

                                       33

<PAGE>

otherwise use in any manner any and all assets of the Partnership (including,
without limitation, in connection with any pledge of Partnership assets to
secure a loan or other financing to the General Partner as provided by Section
7.1.1(c))and to enter into any contracts on behalf of the Partnership, and such
Person shall be entitled to deal with the General Partner or the Special General
Partner as if it 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 or the Special General Partner in
connection with any such dealing. In no event shall any Person dealing with the
General Partner, the Special General Partner or their 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, the Special General Partner or their representatives. Each and
every certificate, document or other instrument executed on behalf of the
Partnership by the General Partner, the Special General Partner or their
representatives shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (a) at the time of the execution and
delivery of such certificate, document or instrument, this Agreement was in full
force and effect, (b) 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 (c) 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 VIII

                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

     8.1   Limitation of Liability. The Limited Partners shall have no liability
under this Agreement except as expressly provided in Section 10.5 hereof.

     8.2   Management of Business. No Limited Partner or Assignee (other than
the General Partner, the Special General Partner, or any of their Affiliates or
any officer, director, employee, partner, agent or trustee of the General
Partner, the Special General Partner, the Partnership or any of their
Affiliates, in their capacities 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, the Special General Partner, any of their
Affiliates or any officer, director, employee, partner, agent or trustee of the
General Partner, the Special General Partner, the Partnership or any of their
Affiliates, in their capacities as such, shall not affect, impair or eliminate
the limitations on the liability of the Limited Partners or Assignees under this
Agreement.

     8.3   Outside Activities of Limited Partners. The following rights shall
govern outside activities of Limited Partners: (a) any Partner and any officer,
director, employee, agent, trustee, Affiliate, partner, beneficiary or
shareholder of any such 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 in direct competition
with the Partnership, the General Partner or their Affiliates; (b) neither the
Partnership nor any Partners shall have any rights by virtue of this Agreement
in any business ventures of any Partner or Assignee; (c) none

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<PAGE>

of the Partners 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, other than the General Partner, and such Person
shall have no obligation pursuant to this Agreement to offer any interest in any
such business ventures to the Partnership, any Partner or any such other Person,
even if such opportunity is of a character which, if presented to the
Partnership, any Partner or such other Person, could be taken by such Person;
(d) the fact that a Partner may encounter opportunities to purchase, otherwise
acquire, lease, sell or otherwise dispose of real or personal property and may
take advantage of such opportunities himself or introduce such opportunities to
entities in which he has or has not any interest, shall not subject such Partner
to liability to the Partnership or any of the other Partners on accounts of the
lost opportunity; and (e) except as otherwise specifically provided herein,
nothing contained in this Agreement shall be deemed to prohibit a Partner or any
Affiliate of a Partner from dealing, or otherwise engaging in business, with
Persons transacting business or operation of real or personal property
(including real estate brokerage services) and receiving compensation therefor,
from any Persons who have transacted business with the Partnership or other
third parties.

     8.4   Priority Among Limited Partners. No Partner (Limited or General) or
Assignee shall have priority over any other Partner (Limited or General) or
Assignee either as to the return of Capital Contributions or, except to the
extent provided by Sections 5.1, 6.2 or 6.3 hereof, or otherwise expressly
provided in this Agreement, as to profits, losses or distributions.

     8.5   Rights of Limited Partners Relating to the Partnership.

          8.5.1  Copies of Business Records. In addition to other rights
provided by this Agreement or by the Act, and except as limited by Section 8.5.3
hereof, each Limited Partner shall be provided the following without demand,
except as otherwise provided below, at the Partnership's expense:

               (a)  promptly after becoming available, a copy of the most recent
annual, quarterly and current reports and proxy statements provided to
shareholders of the General Partner and, upon specific written request, copies
of such documents as filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, if any;

               (b)  promptly after becoming available, a copy of the
Partnership's federal, state and local income tax returns for each Partnership
Year;

               (c)  upon demand and for a purpose reasonably related to such
Limited Partner's interest as a Limited Partner in the Partnership, a current
list of the name and last known business, residence or mailing address of each
Partner;

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

               (e)  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.

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<PAGE>

          8.5.2  Notification of Changes in Unit Adjustment Factor. The
Partnership shall notify each Limited Partner in writing of any change made to
the Unit Adjustment Factor within 10 Business Days of the date such change
becomes effective.

          8.5.3  Confidential Information. Notwithstanding any other provision
of this Section 8.5, the General Partners may keep confidential from the Limited
Partners, for such period of time as the General Partners determine to be
reasonable, any information relating to the General Partner, the Special General
Partner or the conduct of the General Partner's business that the General
Partner believes, in its good faith judgment, the disclosure of which
information would adversely affect a material financing, acquisition,
disposition of assets or securities to which the General Partner is a party.
Nothing contained in this Section 8.5.3 shall permit the General Partner to keep
confidential from the Limited Partners any information relating to the
Partnership or its business.

     8.6   Redemption Right. Notwithstanding the provisions of Section 4.4.2,
the General Partner may, in the event it receives an opinion of its legal
counsel that such action is necessary to maintain and preserve its
classification as a REIT, or upon a determination by the General Partner that
the delivery of Shares on the Specified Conversion Date would be prohibited by
the Articles of Incorporation, satisfy the Conversion Right exercised by a
Converting Partner set forth in a Notice of Conversion by paying to such
Converting Partner the Redemption Amount on the Specified Conversion Date. In
the event the General Partner acquires Limited Partner Units by satisfying the
Conversion Right by paying the Redemption Amount, any such Limited Partner Units
so acquired by the General Partner shall thereafter be owned by the General
Partner as Limited Partner Units for all purposes of this Agreement, except for
those actions requiring the vote of the Limited Partners or Limited Partner
Consent. The General Partner may elect to pay the Redemption Amount for Limited
Partner Units only upon receipt of a Notice of Conversion and only to the extent
of the Units to be exchanged. In the event the General Partner shall exercise
its right to satisfy the Conversion Right in the manner described in this
Section 8.6, the Partnership shall have no obligation to pay any amount to the
Converting Partner with respect to such Converting Partner's exercise of the
Conversion Right, and each of the Converting Partner, the Partnership, and the
General Partner shall treat the transaction between the General Partner and the
Converting Partner as a sale of the Converting Partner's Limited Partner Units
to the General Partner for federal income tax purposes; each Converting Partner
that the General Partner has elected to pay the Redemption Amount agrees to
execute such documents as the General Partner may reasonably require in
connection with the payment of the Redemption Amount.

                                   ARTICLE IX

                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

     9.1   Records and Accounting. The General Partner shall keep or cause to be
kept at the principal office of the Partnership appropriate books and records
with respect to the Partnership's business, including 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 8.5 or 9.3 hereof. 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, magnetic tape, photographs,

                                       36

<PAGE>

micrographics or any other information storage device; provided, that the
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 purposes on an accrual basis in accordance with general accepted
accounting principles and for tax reporting purposes on the accrual basis.

     9.2   Fiscal Year. The fiscal year of the Partnership shall be the calendar
year.

     9.3   Reports.

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

         9.3.2   Quarterly Reports. As soon as practicable, but in no event
later than the date when mailed to the shareholders of the General Partner, the
General Partner shall cause to be mailed to each Limited Partner, as of the last
day of the calendar quarter (except the last calendar quarter of each year),
unaudited financial statements of the Partnership, a report containing
information in a form similar to that supplied to the General Partner's
shareholders on a quarterly basis, and such other information as may be required
by applicable law or regulation, or as the General Partner determines to be
appropriate.

                                    ARTICLE X

                                   TAX MATTERS

     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 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.

     10.2  Tax Elections. Except as otherwise provided herein, the General
Partner shall in its reasonable discretion; determine whether to make any
available election pursuant to the Code; provided, however, that the General
Partner shall make the election under Code section 754 in accordance with
applicable regulations thereunder and shall do so effective for the
Partnership's first taxable year. The General Partner shall have the right,
after the first taxable year, to seek to revoke any such election (including the
election under Code section 754) upon the General Partner's determination in its
reasonable discretion that such revocations is in the best interests of the
Partners.

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<PAGE>

     10.3  Tax Matter Partner.

          10.3.1 General. The General Partner shall be the "tax matters partner"
of the Partnership for federal income tax purposes. Pursuant to Code section
6223{ c), upon receipt of notice 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 and profit interest of each
of the Limited Partners; provided, however, that such information is provided to
the Partnership by the Limited Partners.

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

               (a)  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) files 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 Code
section 6231) or a member of a "notice group" (as defined in Code section
6223(b)(2)), and, to the extent provided by law, the General Partner shall cause
each Limited Partnership to be designated a notice partner;

               (b)  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 or
otherwise given 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 United States Court of Federal Claims, or the filing of a
complaint for refund with the District Court of the United States for the
district in which the Partnership's principal place of business is located;

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

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

               (e)  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 into account by a Partner for tax purposes, or an item affected by such
item; and

               (f)  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.

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<PAGE>

     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 reasonable discretion of the tax matters
partner, and the provisions relating to indemnification of the General Partner
set forth in Section 7.7 of this Agreement shall be fully applicable to the tax
matters partner in its capacity as such.

          10.3.3 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) shall be borne by the Partnership. Nothing herein shall be
construed to restrict the Partnership from engaging an accounting firm and a law
firm to assist the tax matters partner in discharging his duties hereunder, so
long as the compensation paid by the Partnership for such services is
reasonable.

     10.4  Organizational Expenses. The Partnership shall elect to deduct
expenses, if any, incurred by it in organizing the Partnership ratably over a
60-month period as provided in Code section 709.

     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 any taxes required to be withheld or paid by the
Partnership pursuant to Code sections 1441, 1442,1445, or 1446. The General
Partner shall give prompt notice to any Limited Partner with respect to which
withholding is effected in accordance with this Section 10.5. Any amount paid on
behalf of or with respect to a Limited Partner shall constitute a loan by the
Partnership to such Limited Partner, which loan shall be repaid by such Limited
Partner within 15 days after notice from the General Partner that such payment
must be made unless (a) the Partnership withholds such payment from a
distribution which would otherwise be made to the Limited Partner or (b) 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 (a) or (b) shall be treated as having
been distributed to such Limited Partner and shall be promptly paid, solely out
of funds of the Partnership, by the General Partner to the appropriate taxing
authority. 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
(including, without limitation, the right to receive distributions which would
otherwise be made to such Limited Partner until such loan, with interest, has
been paid in full). Any amounts payable by a Limited Partner hereunder shall
bear interest at a per annum rate of interest equal to the Prime Rate, plus two
percentage points (but not higher than the maximum lawful rate) from the date
such amount is due (i.e., 15 days after demand) until such amount is paid in
full. Each Limited

                                       39

<PAGE>

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.
For the avoidance of doubt, any distributions which would have otherwise been
distributed to a Limited Partner, but are retained by the Partnership or
received by the General Partner in accordance with this Section ]0.5 shall, for
all other purposes under this Agreement, be deemed to have been distributed to
such Limited Partner.

                                   ARTICLE XI

                            TRANSFERS AND WITHDRAWALS

     11.1  Transfer.

          11.1.1 Definition. The term "transfer," when used in this Artic]e XI
with respect to a Partnership Unit, shall be deemed to refer to a transaction by
which the General Partner or the Special General Partner purports to assign all
or any portion of its General Partner Units to another Person or by which a
Limited Partner purports to assign all or any portion of its Limited Partner
Units to another Person, and includes a direct or indirect sale, assignment,
gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other
disposition by law or otherwise. The term "transfer" when used in Article XI
does not include any exchange of Limited Partner Units by a Limited Partner
pursuant to Section 4.2.2 or acquisition of Limited Partner Units from a Limited
Partner by the General Partner pursuant to Section 8.6.

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

     11.2  Transfer of General Partner's or Special General Partner's
Partnership Interest.

          11.2.1 General. Neither the General Partner nor the Special General
Partner may transfer any of its General Partnership Interest (other than any
transfer to an Affiliate) or withdraw as General Partner or Special General
Partner (other than pursuant to a permitted transfer), other than in connection
with a transaction described in Section 11.2.2. Any transfer or purported
transfer of the such a Partner's Partnership Interest not made in accordance
with this Section 11.2 shall be null and void. Notwithstanding any permitted
transfer of its General Partnership Interest or withdrawal as General Partner
hereunder (other than in connection with a transaction described in Section
11.2.2), the General Partner shall remain subject to Sections 4.2.2, 7.1.1(c),
7.8 and 8.6 of this Agreement unless such transferee General Partner provides
substantially similar rights to the Limited Partners and the Limited Partners
owning more than 50 percent of the Limited Partner Interests at such time
expressly approve such rights in writing. Nothing contained in this Section
11.2.1 shall entitle the General Partner or the Special General Partner to
withdraw as General Partners unless a successor General Partner or Special
General Partner has been appointed and approved by the Limited Partners owning
more than 50 percent of the Limited Partner Interests at such time.

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<PAGE>

          11.2.2 Transfer in Connection With Reclassification, Recapitalization,
or Business Combination Involving General Partner. The General Partner shall not
engage in any merger, consolidation or other business combination with or into
another Person, sale of all or substantially all of its assets, or any
reclassification, recapitalization or change of outstanding Shares (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination as described in the definition of Unit Adjustment
Factor) ("Transaction"), unless appropriate provision shall be made as part of
the terms of such Transaction such that each Limited Partner thereafter remains
entitled to exchange each Limited Partner Unit owned by such Limited Partner
(after application of the Unit Adjustment Factor) for an amount of cash,
securities, or other property equal to the greatest amount of cash, securities
or other property which such Limited Partner would have received from such
Transaction, if such Limited Partner had exercised its Conversion Right
immediately prior to the Transaction, provided that if, in connection with the
Transaction, a purchase, tender or exchange offer shall have been made to and
accepted by the holders of more than 50 percent of the outstanding Shares, the
holders of Partnership Units shall receive the greatest amount of cash,
securities, or other property which a Limited Partner would have received had it
exercised the Conversion Right and received Shares in exchange for its Limited
Partner Units immediately prior to the expiration of such purchase, tender or
exchange offer.

     11.3  Limited Partners' Rights to Transfer.

          11.3.1 General. No transfer of a Limited Partnership Interest by a
Limited Partner is permitted without the prior written consent of the General
Partner and the Special General Partner, which consent may be withheld in such
Partner's sole discretion; provided that a Limited Partner may transfer Units:
(a) to members of the Limited Partner's Immediate Family pursuant to applicable
laws of descent and distribution or otherwise; (b) among its Affiliates; (c) to
a lender where such Units are pledged to secure a bona fide obligation of the
Limited Partner and any transfer in accordance with the rights of such lender
under the instruments evidencing such obligation (provided that the General
Partner received 10 days prior written notice of any transfer under this clause
(c)) (d) if the Limited Partner is a trust, to the beneficiaries of the Limited
Partner or to another trust (i) that is either established by the same grantor
as the Limited Partner or (ii) whose beneficiaries include members of the
Immediate Family of the grantor of the Limited Partner; and (e) if the Limited
Partner is an entity, to the equity holders of the Limited Partner (including
distributions of Limited Partnership Interests to the partners of any limited
partnership). To effect any transfer under this Section 11.3, the Limited
Partner must deliver to the General Partner a duly executed copy of the
instrument making such transfer and such instrument must evidence the written
acceptance by the assignee of all of the terms and conditions of this Agreement
and represent that such assignment Was made in accordance with all applicable
laws and regulations.

          11.3.2 Incapacitated Limited Partners. 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 the
rights of a Limited Partner, but not more rights than those 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.

                                       41

<PAGE>

          11.3.3 Transfers Resulting in Corporation Status; Transfer Through
Established Securities or Secondary Markets. Regardless of whether the General
Partner or the Special General Partner is required to provide or has provided
its consent under Section 11.3.1, no transfer by a Limited Partner of its
Limited Partner Units (or any economic or other interest, right or attribute
therein) may be made to any Person if (a) legal counsel for the Partnership
renders an opinion letter that it would result in the Partnership being treated
as an association taxable as a corporation or (b) such transfer is effectuated
through an "established securities market" or a "secondary market (or the
substantial equivalent thereof)" within the meaning of Code section 7704.
Notwithstanding anything to the contrary in this Agreement, (i) no interests in
the Partnership shall be issued in a transaction that is (or transactions that
are) registered or required to be registered under the Securities Act of 1933;
(ii) no Person shall be admitted as or shall otherwise constitute a Partner
unless such Partner or its predecessor made an initial capital contribution to
the Partnership of at least $20,000; and (iii) no Partnership Interest (or
interest or unit of interest in the Partnership) shall be subdivided for resale
into interests or units thereof smaller than an interest or unit for which the
initial capital contribution to the Partnership would have been at least
$20,000.

          11.3.4 Transfers to Holders of Nonrecourse Liabilities. Regardless of
whether the General Partner or the Special General Partner is required to
provide or has provided its consent under Section 11.3.1, no transfer of any
Limited Partner Units may be made to a lender to the Partnership or any
Subsidiary Partnership or any Person who is related (within the meaning of
Treasury Regulation section 1.752-4(b)) to any lender to the Partnership or any
Subsidiary Partnership whose loan constitutes a Nonrecourse Liability without
the consent of the General Partner, in its sole and absolute discretion;
provided, that as a condition to such consent the lender will he required to
enter into an arrangement with the Partnership or any Subsidiary Partnership and
the General Partner to exchange or redeem for the Redemption Amount' any Limited
Partner Units in which a security interest is held simultaneously with the time
at which such lender would he deemed to he a partner in the Partnership for
purposes of allocating liabilities to such lender under Code section 752.

          11.3.5 Transfers Causing Termination. Regardless of whether the
General Partner or the Special General Partner is required to provide or has
provided its consent under Section 11.3.1, no transfer of any Limited Partner
Units shall he effective if such transfer would, in the opinion of counsel for
the Partnership, result in the termination of the Partnership for federal income
tax purposes, in which event such transfer shall he made effective as of the
first fiscal quarter in which such termination would not occur, if the Limited
Partner making such transfer continues to desire to effect the transfer.

     11.4  Substituted Limited Partners.

          11.4.1 Consent of General Partner Required. Notwithstanding any other
provision of this Agreement, the General Partner and the Special General Partner
shall 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 and the
Special General Partner in their sole and absolute discretion.

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<PAGE>

          11.4.2 Rights and Duties of Substituted Limited Partners. A transferee
who has been admitted as a Substituted Limited Partner in accordance with this
Article XI shall have all the rights and powers and be subject to all the
restrictions and liabilities of a Limited Partner under this Agreement.

          11.4.3 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 Limited Partner 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.

     11.5  Assignees. If a transferee under Section 11.4.1 is not a Substituted
Limited Partner, such transferee shall be considered an Assignee for purposes of
this Agreement. An Assignee shall be entitled to all the rights of an assignee
of a limited partnership interest under the Act, including the right to exchange
Units for Shares under Section 4.2.2, the right to receive distributions from
the Partnership and the share of Net Income, Net Losses, gain, loss and
Recapture Income attributable to the Limited Partner Units assigned to such
transferee, but shall not be deemed to be a holder of Limited Partner Units for
any other purpose under this Agreement, and shall not be entitled to vote such
Limited Partner Units in any matter presented to the Limited Partners for a vote
(such Limited Partner Units being deemed to have been voted on such matter in
the same proportion as all Limited Partner Units held by Limited Partners are
voted). In the event any such transferee desires to make a further assignment of
any such Limited Partner Units, such transferee shall he subject to all the
provisions of this Article XI to the same extent and in the same manner as any
Limited Partner desiring to make an assignment of Limited Partner Units.

     11.6  General Provisions.

          11.6.1 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 Partner's Limited Partner Units in accordance with this Article XI or
pursuant to the exchange of all of its Limited Partner Units under Section 4.2.2
or the purchase of its Limited Partner Units under the Section 8.6.

          11.6.2 Transfer of All Limited Partner Units by Limited Partner. Any
Limited Partner who transfers all of its Limited Partner Units in a transfer
permitted pursuant to this Article XI or pursuant to the exchange of all of its
Limited Partner Units under Section 4.2.2 or pursuant to the purchase of all of
its Limited Partner Units under Section 8.6 shall cease to be a Limited Partner.

          11.6.3 Timing of Transfers. Transfers pursuant to this Article XI may
only be made on the first day of a calendar month, unless the General Partner
otherwise agrees.

          11.6.4 Allocation When Transfer Occurs. If any Partnership Interest is
transferred during any quarterly segment of the Partnership's fiscal year in
compliance with the provisions of this Article XI or converted pursuant to
Section 4.2.2 or purchased pursuant to Section 8.6, Net Income, Net Losses, each
item thereof and all other items attributable to such

                                       43

<PAGE>

interest for such fiscal year shall be divided and allocated between the
transferor Partner and the transferee Partner by taking into account their
varying interests during the fiscal year in accordance with Code section 706(d),
using the interim closing of the books method (other than Net Income
attributable to a Capital Transaction, which shall be allocated as of the
Capital Transaction Record Date). Solely for the purposes of making such
allocations, each of such items for the calendar month in which the transfer or
redemption occur shall be allocated to the Person who is a Partner as of
midnight on the last day of said month. All distributions of Available Cash or
Capital Transaction Proceeds with respect to which the Partnership Record Date
or the Capital Transaction Record Date is before the date of such transfer or
redemption shall be made to the transferor Partner, and all distributions of
Available Cash or Capital Transaction Proceeds thereafter shall be made to the
transferee Partner.

                                   ARTICLE XII

                              ADMISSION OF PARTNERS

     12.1  Admission of Successor General Partner. A successor to all of the
General Partner's or the Special General Partner's General Partnership Interest
pursuant to Section 11.2 hereof who is proposed to be admitted as a successor
General Partner or Special General Partner shall be admitted to the Partnership
as the General Partner or Special 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 or Special 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.

     12.2  Admission of Additional Limited Partners.

          12.2.1 General. After the formation of the Partnership and except as
otherwise provided in Section 4.2.1 and in Article XI hereof, a Person who makes
a Capital Contribution to the Partnership in accordance with this Agreement
shall be admitted to the Partnership as an Additional Limited Partner upon
furnishing to the General Partner (a) 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
Article XVI hereof, and (b) such other documents or instruments as may be
required in the discretion of the General Partner to effect such Person's
admission as an Additional Limited Partner.

          12.2.2 Consent of General Partner Required. 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.

     12.3  Amendment of Agreement and Certificate. For the admission to the
Partnership of any Partner, the General Partner shall take all steps necessary
and appropriate

                                       44

<PAGE>

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 and may for this purpose exercise the power of
attorney granted pursuant to Article XVI hereof.

                                  ARTICLE XIII

                           DISSOLUTION AND LIQUIDATION

     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 or Special General Partner in
accordance with the terms of this Agreement. The Partnership shall dissolve, and
its affairs shall be wound up, upon the first to occur of any of the following
(each a "Dissolution Event"):

               (a)  the expiration of its terms as provided in Section 2.4
hereof;

               (b)  an event of withdrawal of the last remaining General Partner
(including the Special General Partner), as defined in the Act (other than an
event of bankruptcy), unless, within 90 days after the withdrawal all 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 substitute
general partner;

               (c)  from and after the date of this Agreement through December
31, 2086, an election to dissolve the Partnership made by the General Partner;
provided, however, that the General Partner obtains Limited Partner Consent;

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

               (e)  the sale, exchange or other disposition of all or
substantially all of the Partnership's assets, unless such sale or other
disposition involves the acquisition of any additional property or any deferred
payment of the consideration for such sale or disposition, in which latter event
the Partnership shall dissolve on the last day of the calendar month during
which the balance of such deferred payment is received by the Partnership;

               (f)  the last remaining General Partner (including the Special
General Partner) (i) makes an assignment for the benefit of creditors; (ii)
files a voluntary petition in bankruptcy; (iii) is adjudged a bankrupt, or
insolvent, or has entered against him an order of relief in any bankruptcy or
insolvency proceeding; (iv) files a petition or answer seeking for himself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation; (v) files an answer or
other pleading admitting or failing to contest the material allegations of a
petition filed against him in any proceeding of this nature; or (vi) seeks
consents to or acquiesces in the appointment of a trustee, receiver or
liquidator of the General Partner or of all or any substantial part of his
properties, unless, in each case, within 90 days after the occurrence of any
event enumerated in clauses (i) through (vi), all remaining Partners agree in
writing to continue the business of the partnership and to the appointment,
effective as of the occurrence of such event, of a substitute general partner;
or

                                       45

<PAGE>

               (g)  120 days after the commencement of any proceeding against
the last remaining General Partner (including the Special General Partner)
seeking reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, the
proceeding has not been dismissed, or if within 90 days after the appointment
without its consent or acquiescence of a trustee, receiver or liquidator of the
General Partner or of all or any substantial part of its properties, the
appointment is not vacated, unless, in any such case, within 90 days after the
occurrence of any such event, all remaining Partners agree in writing to
continue the business of the Partnership and to the appointment, effective as of
the occurrence of such event, of a substitute general partner.

     13.2  Winding Up.

          13.2.1 General. Upon the occurrence of a Dissolution 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 the Special 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
"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
shall be applied and distributed in the following order:

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

               (b)  Second, to the payment and discharge of all of the
Partnership's debts and liabilities to the Partners, pro rata in accordance with
amounts owed to each such Partner, and

               (c)  The balance, if any, to the General Partner, the Special
General Partner and Limited Partners in accordance with their Capital Accounts,
after giving effect to all contributions, distributions, and allocations for all
period.

     Neither the General Partner nor the Special General Partner shall receive
any additional compensation for any services performed pursuant to this Article
XIII.

          13.2.2 Where Immediate Sale of Partnership's Assets Impractical.
Notwithstanding the provisions of Section 13.2.1 hereof, 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 sale and absolute discretion, defer far a
reasonable time the liquidations of any assets except those necessary to satisfy
liabilities of the Partnership (including to those Partners as creditors) or,
with the consent of all Limited Partners, distribute to the Partners, in lieu of
cash, as tenants in common and in accordance with the provisions of Section
13.2.1

                                       46

<PAGE>

hereof, undivided interests in such Partnership assets as the Liquidator deems
not suitable far 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 mitotic of
valuation as it may adopt.

     13.3  Compliance with Timing Requirements of Regulations; Allowance for
Contingent or Unforeseen Liabilities or Obligations. Notwithstanding anything to
the contrary in this Agreement, in the event the Partnership is "liquidated"
within the meaning of Treasury Regulation section 1.704.l(b)(2)(ii)(g),
distributions shall be made pursuant to this Article XIII to the General
Partner, the Special General Partner and the Limited Partners who have positive
Capital Accounts in compliance with Treasury Regulation section
1.704.1(b)(2)(ii)(b)(2) (including any timing requirements therein). In the
discretion of the General Partner, a pro rata portion of the distributions that
would otherwise be made to the General Partner the Special General Partner and
Limited Partners pursuant to this Article XIII may be: (a) distributed to a
liquidating trust established for the benefit of the General Partner, the
Special General Partner and the Limited Partners far the purposes of liquidating
the Partnership assets, collecting amounts awed to the Partnership, and paying
any contingent or unforeseen liabilities or obligations of the Partnership or of
the General Partners arising out of or in connection with the Partnership (the
assets of any such trust shall be distributed to the General Partner, the
Special General Partner and Limited Partners from time to time, in the
reasonable discretion of the General Partner, in the same proportions as the
amount distributed to such trust by the Partnership would otherwise have been
distributed to the General Partner, the Special General Partner and Limited
Partners pursuant to this Agreement); or (b) withheld 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 amounts shall be distributed to the General
Partner, the Special General Partner and Limited Partners as soon as
practicable.

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

     13.5  Notice of Dissolution. In the event a Dissolution Event or an event
occurs that would, but for provisions of Section 13.1, result in a dissolution
of the Partnership, the General Partner shall, within 10 days thereafter,
provide written notice thereof to each of the Partners and to all other parties
with whom the Partnership regularly conducts business (as determined in the
discretion of the General Partner) and shall publish notice thereof in a
newspaper of general circulation in each place in which the Partnership
regularly conducts business (as determined in the discretion of the General
Partner).

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<PAGE>

     13.6  Cancellation or Certificate of Limited Partnership. Upon the
completion of the liquidation of the Partnership as provided in Section 13.2
hereof, the Partnership shall be terminated and the Certificate 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 as may be necessary to terminate the Partnership shall be taken.

     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 hereof, 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.

                                   ARTICLE XIV

                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

     14.1  Amendments Generally. Amendments to this Agreement may be proposed by
the General Partner, the Special General Partner or by any Limited Partners
holding 25 percent or more of the Percentage Interests. Following such proposal,
the General Partner shall submit any proposed amendment to the 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 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 14.2, 14.3 or 14.4,
a proposed amendment shall be adopted and be effective as an amendment hereto if
it is approved by the General Partner and the Special General Partner and it
receives Limited Partner Consent.

     14.2  General Partner's Power to Amend. Notwithstanding Section 14.1, 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:

               (a)  to add to the obligations of the General Partner or the
Special General Partner or surrender any right or power granted to the General
Partner, the Special General Partner or any Affiliate of the General Partners
for the benefit of the Limited Partners;

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

               (c)  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 provision 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;

                                       48

<PAGE>

               (d)  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; and

               (e)  to reflect adjustments in the respective Percentage
Interests of the Partners in accordance with Section 4.1.1(c) hereof.

     14.3  Consent of Adversely Affected Partner Required. Notwithstanding
Section 14.1 hereof, this Agreement shall not be amended without the consent of
each Partner adversely affected if such amendment would (a) convert a Limited
Partner's Interest in the Partnership into a general partner's interest; (b)
modify the limited liability of a Limited Partner, (c) alter rights of the
Partner to receive distributions pursuant to Articles V or XIII the allocations
specified in Article VI (except as permitted pursuant to Section 4.2 hereof), or
the General Partner's or Special General Partner's obligation to make additional
Capital Contributions pursuant to Sections 4.1.5 and 7.I.1(c); (d) alter or
modify the Conversion Right or the Redemption Amount as set forth in Sections
4.2.2 and 8.6, and related definitions hereof, (e) cause the termination of the
Partnership prior 0 the time set forth in Sections 2.4 or 13.1; or (f) amend
this Section 14.3. Further, no amendment may alter the restrictions on the
General Partner's and Special General Partner's authority set forth in Section
7.3 without the consent specified in that Section.

     14.4  When Consent of Limited Partnership Interests Required.
Notwithstanding Section 14.1 hereof, the General Partner shall not amend
Sections 7.6 or 11.2 without Limited Partner Consent, and the General Partner
shall not amend Sections 4.1.5, 7.1.1(c), 7.3 or 14.3 or this Section 14.4
without the unanimous consent of the Limited Partners.

                                   ARTICLE XV

                               GENERAL PROVISIONS

     15.1  Addresses and Notice. All notices and demands under this Agreement
shall be in writing and may be either delivered by U.S. Mail or a nationally
recognized overnight courier, by telefax, telex or other wire transmission (with
request for assurance of receipt in a manner appropriate with respect to
communications of that type; provided, that a confirmation copy is concurrently
sent by a nationally recognized express courier for next Business Day delivery)
or mailed, postage prepaid, by certified or registered mail, return receipt
requested, directed to the parties at their respective addresses set forth on
Exhibit A attached hereto, as it may be amended for time to time, and, if to the
Partnership, such notices and demands sent in the aforesaid manner must be
delivered at its principal place of business set forth above. Unless delivered
personally or by telefax, telex or other wire transmission as above (which shall
be effective on the date of such delivery or transmission), any notice shall be
deemed to have been made upon receipt. Any party hereto may designate a
different address to which notices and demands shall thereafter be directed by
written notice given in the same manner and directed to the Partnership at its
office hereinabove set forth.

     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

                                       49

<PAGE>

specifically provided otherwise, references to "Articles" and "Sections" are to
Articles and Sections of this Agreement.

     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.

     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.

     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.

     15.6  Waiver of Partition. The Partners hereby agree that the Partnership
properties are not and will not be suitable for partition. Accordingly, each of
the Partners hereby irrevocably waives any and all rights (if any) that it may
have to maintain any action for partition of any of the Partnership properties.

     15.7  Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the matters contained herein; it supersedes
any prior agreements or understandings among them with respect to the matters
contained herein and it may not be modified or amended in any manner other than
pursuant to Article XIV.

     15.8  Securities Law Provisions. The Partnership Units have not been
registered under the federal or state securities laws of any state and,
therefore, may not be resold unless appropriate federal and state securities
laws, as well as the provisions of Article XI hereof, have been complied with.

     15.9  Remedies Not Exclusive. Any remedies herein contained for breaches of
obligations hereunder shall not be deemed to be exclusive and shall not impair
the right of any party to exercise any other right or remedy, whether for
damages, injunction or otherwise.

     15.10 Time. Time is of the essence of this Agreement.

     15.11 Creditors. None of the provisions of this Agreement shall be for the
benefit of, or shall be enforceable by, any creditor of the Partnership.

     15.12 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.

     15.13 Execution Counterparts. This Agreement may be executed in
counterparts, all of which together shall constitute one agreement binding on
all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart.

                                       50

<PAGE>

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

     15.15 Severability. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not be
affected thereby.

     15.16 Limitation of Liability. Any obligation or liability whatsoever of
the General Partner or the Special General Partner which may arise at any time
under this Agreement or any obligation or liability which may be incurred
pursuant to any other instrument, transaction or undertaking contemplated hereby
shall be satisfied, if at all, out of the General Partner's or the Special
General Partner's assets only. No such obligation or liability shall be
personally binding upon nor shall resort for the enforcement thereof be had to,
the property of any of its shareholders, trustees, officers, employees or
agents, regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise. Except as otherwise provided in Section 4.1.5
hereof, any obligation or liability whatsoever of the Partnership to any Partner
or Partners which may arise at any time under this Agreement shall be satisfied,
if at all, out of the Partnership's assets only and no such obligation or
liability shall be personally binding upon, nor shall resort for the enforcement
thereof be had to, the property of any of its Partners, including the General
Partner and the Special General Partner, regardless of whether such obligation
or liability is in the nature of contract, tort or otherwise.

                                   ARTICLE XVI

                                POWER OF ATTORNEY

     16.1  Scope. Each Limited Partner and each Assignee constitutes and
appoints the General Partner, the Special 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:

               (a)  execute, swear to, acknowledge, deliver, file and record in
the appropriate public offices (i) all certificates, documents and other
instruments (including, without limitation, this Agreement and the Certificate
and all amendments or restatements thereof) that the General Partner, the
Special 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 conduct business or own property; (ii) all instruments that the
General Partner or the Special General Partner reasonably deems appropriate or
necessary to reflect any amendment, change, modification or restatement of this
Agreement in accordance with its terms; (iii) all conveyances and other
instruments or documents that the General Partner or the Special General Partner
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; (iv) all instruments or documents and
all certificates and acknowledgements

                                       51

<PAGE>

relating to any mortgage, pledge, or other form of encumbrance in connection
with any loan or other financing to the General Partner as provided by Section
7.1.1(c); (v) all instruments relating to the admission, withdrawal, removal or
substitution of any Partner pursuant to, or other events described in Article
XII or XIII hereof or the Capital Contribution of any Partner, and (vi) all
certificates, documents and other instruments relating to the determination of
the rights, preferences and privileges of Partnership Interests; and

               (b)  execute, swear to, acknowledge and file all ballots,
consents, approvals, waivers, certificates and other instruments appropriate or
necessary, in the reasonable discretion of the General Partner or the Special
General Partner, to make, evidence, give, confirm or ratify any 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 reasonable discretion of the General Partner or the Special
General Partner to effectuate the terms or intent of this Agreement.

     Nothing contained herein shall be construed as authorizing the General
Partner or the Special General Partner to amend this Agreement except in
accordance with Article XIV hereof, or as may be otherwise expressly provided
for in this Agreement.

     16.2  Irrevocability. 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
or the Special General Partner 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 Limited Partner 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 the Special General Partner, 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, taken in good faith under such
power of attorney.

                                       52

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            HERITAGE COMMUNITIES LP.

                            Dated September 18, 1997

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

GENERAL PARTNER:

ASR INVESTMENTS CORPORATION,
a Maryland corporation


By:      /s/ [illegible]
   -------------------------------------
Its:     President
    ------------------------------------


SPECIAL GENERAL PARTNER:

HERITAGE SGP CORPORATION,
an Arizona corporation


By:      /s/ [illegible]
   -------------------------------------
Its:     President
    ------------------------------------


                                       53

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            HERITAGE COMMUNITIES LP.

                            Dated September 18, 1997

LIMITED PARTNERS:

FIRST ASPEN COURT ASSOCIATES, L.P.

FIRST BRIAR PARK ASSOCIATES, A WASHINGTON LIMITED PARTNERSHIP

FIRST CHELSEA PARK ASSOCIATES, L.P.

FIRST APPIAN WAY ASSOCIATES, L.P.

FIRST GREENWOOD CREEK ASSOCIATES, L.P.

FIRST HIGHLANDS ASSOCIATES, L.P.

FIRST MARYMONT ASSOCIATES, L.P.

FIRST MONTFORT ASSOCIATES, L.P.

FIRST RIVER WAY ASSOCIATES

FIRST SPRINGFIELD ASSOCIATES, L.P.

FIRST TIMBERCREEK LANDING ASSOCIATES, L.P.

CAMPUS DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP

CAMPUS COMMONS ASSOCIATES - LIMITED PARTNERSHIP

FIRST PACIFIC SOUTH CENTER ASSOCIATES, L.P.

MOUNTAIN VIEW ASSOCIATES


By:  /s/ Don W. Winton
   -------------------------------------
     Don W. Winton, general partner
     of each of the Limited Partners
     listed above


                                       54

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            HERITAGE COMMUNITIES LP.

                            Dated September 18, 1997

LIMITED PARTNERS (continued):

MERIT PRESTON PARK APARTMENTS LIMITED PARTNERSHIP

GENTRY PLACE APARTMENTS LIMITED PARTNERSHIP


By:  MTP, Inc., a Texas corporation
Its: General Partner


     By:   /s/ David R. Roelke
        --------------------------------
     Name: David R. Roelke
          ------------------------------
     Its:  CFO
         -------------------------------


SMITH SUMMIT APARTMENTS PARTNERSHIP


By:  Lincor/Smith Summit Apartments Limited Partnership,
     a Texas Limited Partnership
Its: General Partner


     By:    MTP, Inc., a Texas corporation
     Its:   General Partner


            By:   /s/ David R. Roelke
               -------------------------
            Name: David R. Roelke
                 -----------------------
            Its:  CFO
                ------------------------


                                       55

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            HERITAGE COMMUNITIES LP.

                            Dated September 18, 1997

LIMITED PARTNERS (continued):


         /s/ Robert S. Levy
----------------------------------------
Robert S. Levy


         /s/ Sander M. Levy
----------------------------------------
Sander M. Levy


         /s/ Richard Linhart
----------------------------------------
Richard Linhart


         /s/ Arthur J. Nagle
----------------------------------------
Arthur J. Nagle


         /s/ Paige L. Nagle
----------------------------------------
Paige L. Nagle


                                       56

<PAGE>

                                    EXHIBIT A

                            HERITAGE COMMUNITIES L.P.
<TABLE>
<CAPTION>
                                                     Initial      Limited
                                                     Capital      Partner
Partner                                            Contribution    Units     Address
<S>                                                <C>            <C>        <C>
General Partners
----------------
ASR Investments Corporation                                                  335 North Wilmot, Suite 250, Tucson, Arizona 85711
Heritage SGP Corporation                                                     335 North Wilmot, Suite 250, Tucson, Arizona 85711
Limited Partners
----------------
ASR Investment Corporation                                                   335 North Wilmot, Suite 250, Tucson, Arizona 85711
Winton Limited Partners
-----------------------
First Aspen Court Associates, L.P.                 $  2,262,699      43,288  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Briar Park Associates,                       $    732,706       1,782  3845 FM 1960 West, Suite 450, Houston, Texas 77068
a Washington limited partnership
First Chelsea Park Associates, L.P.                $  2,624,627     128,543  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Appian Way Associates                        $  1,748,876      22,428  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Greenwood Creek Associates, L.P.             $  2,257,414      19,377  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Highlands Associates, L.P.                   $  3,802,050     186,802  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Marymont Associates, L.P.                    $  1,761,383      14,629  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Montfort Associates, L.P.                    $  1,542,446      28,487  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First River Way Associates                         $    698,208       3,802  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Springfield Associates, L.P.                 $  2,805,174     131,818  3845 FM 1960 West, Suite 450, Houston, Texas 77068
First Timbercreek Landing Associates, L.P.         $  2,084,016       9,478  3845 FM 1960 West, Suite 450, Houston, Texas 77068
Campus Development Associates Limited Partnership  $  3,918,903     208,235  3845 FM 1960 West, Suite 450, Houston, Texas 77068
Campus Commons Associates - Limited Partnership    $  1,266,801      33,796  3845 FM 1960 West, Suite 450, Houston, Texas 77068
</TABLE>

                                       A-1

<PAGE>

<TABLE>
<CAPTION>
                                                     Initial      Limited
                                                     Capital      Partner
Partner                                            Contribution    Units     Address
<S>                                                <C>            <C>        <C>

First Pacific South Center Associates, L.P.        $  1,921,912      88,260  3845 FM 1960 West, Suite 450, Houston, Texas 77068
Mountain View Associates                                             22,976  3845 FM 1960 West, Suite 450, Houston, Texas 77068
Merit Limited Partners
----------------------
Robert S. Levy                                     $     32,585       1,464  166 Palm Beach Lakes Boulevard, Suite 502
                                                                             West Palm Beach, Florida 33401
Sander M. Levy                                     $     32,585       1,464  62 West 62nd Street, #24B
                                                                             New York, New York 10023
Richard Linhart                                    $    284,735      12,797  Opus Capital Corporation, 1776 Broadway Avenue,
                                                                             18th Floor, New York, New York 10708
Arthur J. and Paige L. Nagle                       $    266,906      11,996  19 Garden Avenue
                                                                             Bronxville, New York 10708
</TABLE>

                                       A-2

<PAGE>
                                    EXHIBIT B

                            HERITAGE COMMUNITIES LP.

<TABLE>
<CAPTION>
                                                                                                                    Contribution
Property Name                      City     County     State    Contributor                            Agreed Value Date
<S>                             <C>        <C>       <C>        <C>                                    <C>          <C>
Winton Properties
-----------------
Aspen Court Apartment           Arlington  Tarrant   Texas      First Aspen Court Associates, L.P.     $  4,400,000 April 30, 1997
Briar Park Apartments           Houston    Harris    Texas      First Briar Park Associates, a         $  2,200,000 April 30, 1997
                                                                Washington Limited Partnership
Chelsea Park Apartments         Houston    Harris    Texas      First Chelsea Park Associates, L.P.    $  5,600,000 April 30, 1997
Country Club Place Apartments   Richmond   Fort Bend Texas      First Appian Way Associates, L.P.      $  5,350,000 April 30, 1997
Greenwood Creek Apartments      Fort Worth Tarrant   Texas      First Greenwood Creek Associates, L.P. $  7,700,000 April 30, 1997
Highlands of Preston            Plano      Collin    Texas      First Highlands Associates, L.P.       $  8,800,000 April 30, 1997
Marymont Apartments             Tomball    Harrison  Texas      First Marymont Associates, L.P.        $  4,350,000 April 30, 1997
14400 Montfort Townhomes        Dallas     Dallas    Texas      First Montfort Associates, L.P.        $  5,650,000 April 30, 1997
Riverway Apartments             Bay City   Matagorda Texas      First Riverway Associates, L.P.        $  1,900,000 April 30, 1997
Springfield Apartments          Dallas     Denton    Texas      First Springfield Associates, L.P.     $  8,420,000 April 30, 1997
Timbercreek Landings Apartments Houston    Harris    Texas      First Timbercreek Landing Associates,  $  5,500,000 April 30, 1997
                                                                L.P.
Campus Commons North Apartments Pullman    Whitman   Washington Campus Development Associates Limited  $ 10,900,000 April 30, 1997
                                                                Partnership
Campus Commons South Apartments Pullman    Whitman   Washington Campus Development Associates Limited  $  4,100,000 April 30, 1997
                                                                Partnership
Pacific South Center Office     Seattle    King      Washington First Pacific South Center             $  5,400,000 April 30, 1997
Building                                                        Associates, L.P.
Merit Properties
----------------
Merit Place Apartments          Grand                Texas      Gentry Place Apartments Limited        $ 11,400,000 September __,
                                Prairie                         Partnership                                         1997
</TABLE>

                                      B-1

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                    Contribution
Property Name                      City     County     State    Contributor                            Agreed Value Date
<S>                             <C>        <C>       <C>        <C>                                    <C>          <C>
Park on Preston Apartments      Dallas               Texas      Merit Preston Park Apartments Limited  $  9,145,810 September __,
                                                                Partnership                                         1997
Smith Summit Apartments         Mesquite             Texas      Smith Summit Apartments Partnership    $  8,800,000 September __,
                                                                                                                    1997
ASR Properties
--------------
Ivystone/Woods Edge Apartments  Houston    Harris    Texas      ASR Investments Corporation            $            March ___, 1997
London Park Apartments          Houston    Harris    Texas      ASR Investments Corporation            $            March ___, 1997
The Court Apartments            Seattle    King      Washington ASR Investments Corporation            $            March ___, 1997
Arbor Terrace Apartments -                           Washington ASR Investments Corporation            $            September __,
Phase I                                                                                                             1997
Arbor Terrace Apartments -                           Washington ASR Investments Corporation            $            September __,
Phase II                                                                                                            1997
On the Boulevard Apartments                          Washington ASR Investments Corporation            $            September __,
                                                                                                                    1997
</TABLE>

                                      B-2

<PAGE>

                                    EXHIBIT C

                              NOTICE OF CONVERSION

     The undersigned, being the record owner of _____________________ Limited
Partner Units (not giving effect to the application of the Unit Adjustment
Factor) in Heritage Communities L.P., in accordance with the terms of the
Agreement of Limited Partnership of Heritage Communities L.P. (the "Agreement"),
hereby irrevocably (a) exercises the option to exchange________________________
Limited Partner Units (after giving effect to the application of the Unit
Adjustment Factor) for Shares of the General Partner or into such other cash,
securities or other property as shall be authorized under the terms of the
Agreement, (b) surrenders such Limited Partner Units and all right, title and
interest therein and (c) directs that the Shares issuable or other consideration
deliverable upon exercise of the Conversion Right be delivered to, and
registered or placed in, the name and at the address specified below, and, if
applicable, that a new certificate representing ownership of Units not so
exchanged be issued and delivered to the undersigned.

Dated:
      -------------------------------------------


-------------------------------------------------
Name of Limited Partner


-------------------------------------------------
Signature of Limited Partner


-------------------------------------------------
Street Address


-------------------------------------------------
City             State             Zip Code


-------------------------------------------------
Social Security or Taxpayer Identification Number

                                      C-1