<PAGE>

                                                                   EXHIBIT 10.13

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                               MAVERICK TUBE, L.P.


THE SECURITIES  REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
UNDER ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION,  SUCH SECURITIES MAY
NOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF, EXCEPT UPON DELIVERY TO THE
PARTNERSHIP  OF  ADVANCE  NOTICE  OF  THE  INTENDED  SALE,   TRANSFER  OR  OTHER
DISPOSITION  AND, IF  REQUESTED  BY THE GENERAL  PARTNER,  AN OPINION OF COUNSEL
SATISFACTORY  TO THE GENERAL  PARTNER AND TO COUNSEL  FOR THE  PARTNERSHIP  THAT
REGISTRATION OF SUCH SALE,  TRANSFER OR OTHER  DISPOSITION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS OR
ANY RULE OR REGULATION PROMULGATED THEREUNDER.
<PAGE>

                        AGREEMENT OF LIMITED PARTNERSHIP

                             OF MAVERICK TUBE, L.P.


         This  Agreement of Limited  Partnership is entered into as of this 30th
day of  September  1997,  by and among  Maverick  Tube  Corporation,  a Delaware
corporation,  as the  general  partner  (referred  to  herein as  "Maverick"  or
"General Partner"), and Maverick Investment Corporation, a Delaware corporation,
as a limited partner (referred to herein as "MIC" or "Limited Partner").

         The  Partnership was organized as a limited  partnership  pursuant to a
Certificate  of Limited  Partnership  for the  Partnership on September 11, 1997
filed  with  Secretary  of State of the State of  Delaware  with  Maverick  Tube
Corporation,  a Delaware  corporation,  as the sole General Partner and Maverick
Investment  Corporation  as the sole Limited  Partner.  Simultaneously  with the
execution  of this  Agreement:  (a) the  General  Partner  is  contributing  the
Partnership   Transferred   Assets  to  the  Partnership   (subject  to  Assumed
Liabilities)  in exchange for a five percent (5%) general  partnership  interest
(the "General Partnership Interest"); (b) the Partnership is assuming all of the
Assumed  Liabilities;  and (c)  the  Limited  Partner  is  contributing  the MIC
Transferred  Assets to the  Partnership  in exchange for a  ninety-five  percent
(95%) limited partnership interest (the "Limited Partnership Interest").

         NOW,  THEREFORE,  in  consideration  of the premises and the agreements
hereinafter set forth, the Partners wish to incorporate completely the agreement
of the Partners.

ARTICLE I

DEFINITIONS

         In addition  to the terms  defined  elsewhere  in this  Agreement,  for
purposes of this Agreement,  the following terms shall have the meaning ascribed
to them in this  ARTICLE  I. When the  context  requires,  terms  not  otherwise
defined herein which,  when initially used, are within  quotation marks and with
the first  letter of each word  thereof  (other than  prepositions  and articles
capitalized) shall have the same meaning as ascribed to them in the Contribution
Agreement.

         1.1 Agreement. This Agreement of Limited Partnership and all amendments
thereof.

         1.2 Assignment and Assumption Agreements. The assignment and assumption
agreements as contemplated by the Contribution Agreement,  pursuant to which (i)
the General Partner will transfer and assign the Partnership  Transferred Assets
to the Partnership  (subject to the Assumed  Liabilities),  (ii) the Partnership
will assume the Assumed Liabilities, and (iii) the Limited Partner will transfer
and assign the MIC Transferred Assets to the Partnership.

         1.3 Assumed Liabilities. The Assumed  Liabilities  as set  forth in the
Contribution Agreement.

         1.4 Business. The manufacture,  distribution and sale of steel pipe and
tubular  products  heretofore  conducted  by Maverick  at its Conroe,  Texas and
Hickman,  Arkansas facilities, as modified from time to time consistent with the
requirements of this Agreement.

         1.5 Capital Contribution.  The Partnership Transferred  Assets (subject
to Assumed  Liabilities)  and the MIC  Transferred  Assets,  contributed  by the
General Partner and Limited Partner respectively.

         1.6  Cash.  Money  and  equivalents,  such as  checks,  but  only  when
collected, and bank transfers.

         1.7 Cash  Available for  Distribution.  At any given time,  all sums of
Cash, or converted to Cash by the Partnership during the period, provided by the
Business.

         1.8  Code.  The  Internal  Revenue  Code of 1986,  as  amended,  or any
successor statute or statutes constituting the United States tax laws.

         1.9 Contribution Agreement.  The Restructure and Contribution Agreement
among the parties  hereto  dated as of  September  30,  1997 (the  "Contribution
Agreement").

         1.10 Delaware  Limited  Partnership Law.  The Revised  Uniform  Limited
Partnership Act as adopted in the State of Delaware.

         1.11  Dissolution  Event.  Any event  affecting a General Partner which
would result in the  dissolution of the Partnership  under the Delaware  Limited
Partnership Law.

         1.12  Expenses.  The expenses of the  Partnership  required in order to
operate the Partnership  (including,  without limitation,  amounts set aside for
working capital, and to pay taxes, insurance, debt service obligations and other
costs and expenses incident to the operation of the Partnership).

         1.13 General Partner. The general partner of the Partnership, initially
Maverick Tube Corporation, a Delaware corporation.

         1.14 Limited Partner. The limited partner of the Partnership, initially
Maverick Investment Corporation, a Delaware corporation.

         1.15 Partners. The General Partner and the Limited Partner.

         1.16 Partnership.  Maverick Tube, L.P., a Delaware limited  partnership
governed by the Agreement and the Delaware Limited Partnership Law.

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

         1.18  Reserves.  The  sums  which  the  General  Partner,  in its  sole
discretion,  reasonably determines should be set aside for the payment of future
Expenses  (including  capital  expenditures)  and for such other purposes as the
General Partner, in its sole discretion,  reasonably  determines to be desirable
for the Partnership.

         1.19  Successor General Partner.  The successor to the General  Partner
appointed under Article VII of this Agreement.

         1.20  Transferred  Assets.  The Transferred Assets as set forth in  the
Contribution Agreement.

                                   ARTICLE II

              ORGANIZATION, OFFICE, TERM, LIMITATION ON LIABILITY,
                   LIMITED PARTNER POWERS AND REGISTERED AGENT

         2.1 Organization of the Partnership.  The Partnership is organized as a
limited  partnership under the Delaware Limited Partnership Law, and the parties
desire that the  Partnership  continue to qualify as a limited  partnership.  As
otherwise  required,  the General Partner,  on behalf of the Partnership and the
Limited  Partner,  shall  execute  and file an  amended  certificate  of limited
partnership  and  all  necessary  or  appropriate  conforming  certificates  and
documents and perform such other filing, recording, publishing and other acts as
are necessary or appropriate to comply with all  requirements  for the formation
and  operation of a limited  partnership  in the State of Delaware and all other
jurisdictions where the Partnership desires to conduct its Business. The General
Partner  shall cause the  Partnership  to comply with all  requirements  for the
qualification  of the Partnership as a limited  partnership in any  jurisdiction
before the Partnership conducts its Business in the jurisdiction.

         2.2 Name and Principal Office. The name of the Partnership is "Maverick
Tube,  L.P." or such other name or names as the General  Partner  determines and
designates  by  written  notice to the  Partners.  The  principal  office of the
Partnership  shall  be  located  at  400  Chesterfield  Center,   Second  Floor,
Chesterfield,  Missouri  63017,  or such  other  place  as the  General  Partner
designates by written notice to the Limited Partner.

         2.3 Term. The existence of the  Partnership  commenced on September 11,
1997,  and shall continue until  December 31, 2050,  unless  terminated  earlier
pursuant to Section 8.1.

         2.4 Purposes.  The purposes of the Partnership shall be:

                  (a) To accept the Transferred  Assets,  subject to the Assumed
Liabilities,   and  to  own  and  operate  the  Business  of  the   manufacture,
distribution  and sale of steel  pipe and  tubular  products  (the  "Products"),
heretofore   conducted  by  Maverick  at  two   manufacturing  and  distribution
facilities,  one  located in  Conroe,  Texas and the other  located in  Hickman,
Arkansas; and

                  (b) To  conduct  such  other  activities,  including,  without
limitation,  the borrowing of funds and pledging,  hypothecation,  assignment or
other transfer or disposal of any property of the Partnership, the entering into
contracts  (including,   without  limitation,   the  Management  Agreement  with
Maverick) and any other  activity as may be necessary or  appropriate to promote
the purposes set forth in clause (a) above.

         2.5  Title  to  Partnership  Assets.  Title  to  the  property  of  the
Partnership, initially consisting of the Transferred Assets, will be held in the
name of the Partnership.

         2.6  Admission of Limited  Partner.  The Partnership  hereby admits the
Limited Partner to the Partnership as a Limited Partner.

         2.7  Limited Partner.

                  (a) Limitation on Limited  Partner's  Liabilities.  No Limited
Partner shall be bound by or be personally liable for the expenses,  liabilities
or  obligations  of the  Partnership,  the General  Partner or any other Limited
Partner, and the liability of the Limited Partner shall be limited solely to its
Capital  Contributions.  No Limited Partner shall be generally obligated to lend
funds to the Partnership for any purpose.

                  (b) No Control of Business or Right to Act for  Partnership  -
Powers of Limited  Partner.  The  Limited  Partner,  in its  capacity as limited
partner,   shall  not  participate  in  the  control  of  the  Business  of  the
Partnership,  or have any right or authority to act on behalf of the Partnership
or to sign for or bind the  Partnership.  The rights of the Limited Partner with
respect to the Partnership shall be limited to those expressly set forth herein,
or as required by the Delaware  Limited  Partnership  Law. No salaries  shall be
paid to any Limited Partner as a limited partner of the Partnership.

                  (c) No Priority.  No Limited  Partner shall be entitled to any
distribution  or to withdraw from the Partnership or to demand the return of any
contribution to the capital of the Partnership,  except as specifically provided
in this Agreement.  No Limited Partner shall have the right to demand or receive
property  other than Cash as a  distribution  of income or  capital.  No Limited
Partner  shall have priority  over any other  Limited  Partner  either as to the
return of any  contribution  to  capital  or as to  distributions,  except  with
respect to the additional  distribution or as otherwise specifically provided in
this Agreement.

         2.8 Registered  Agent and  Registered  Office.  The initial  registered
agent for the  Partnership  is The  Corporation  Trust  Company,  whose place of
business is located at 1209  Orange  Street,  Wilmington,  Delaware  19801.  The
General  Partner  shall give the Limited  Partner  prior  written  notice of any
change in the registered agent or registered office of the Partnership.

                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

         3.1 General Partner Contributions.  The General Partner will contribute
the Partnership Transferred Assets to the Partnership in exchange for the entire
General Partnership Interest in the Partnership.

         3.2 Limited Partner Contributions. The Limited Partner shall contribute
the MIC Transferred Assets to the Partnership in exchange for the entire Limited
Partnership Interest.

         3.3 Contribution Obligations.  No Limited Partner, as a limited partner
of  the  Partnership,  shall  be  required  to  contribute  any  capital  to the
Partnership other than as provided in this Article III, except that if a Limited
Partner has received the return, by Cash distribution or otherwise, of the whole
or part of such Limited Partner's Capital Contribution, the Limited Partner will
remain  liable to the  Partnership,  to the extent  provided  under the Delaware
Limited Partnership Law, for any sums (not in excess of the Capital Contribution
so  returned)  necessary  to  discharge  the  Partnership's  liabilities  to all
creditors who extended credit or whose claims arose before such return.

         3.4 No Third Party  Beneficiaries.  The contribution  obligation of the
Partners  under this  Article III is not  intended to create any  obligation  to
third party  beneficiaries.  No creditor may rely on that obligation  unless the
Partner against whom the obligation is asserted has expressly  agreed in writing
that the creditor may so rely on the contribution obligation.

                                   ARTICLE IV

                                  DISTRIBUTIONS

         Cash Available for  Distribution,  if any, shall be distributed at such
times as the General Partner may determine, as follows: (i) five percent (5%) to
the General Partner; and (ii) ninety-five percent (95%) to the Limited Partner.

                                    ARTICLE V

                  RIGHTS, POWERS AND DUTIES OF GENERAL PARTNER

         Subject to the powers of the Limited Partner expressly provided in this
Agreement or as required by the Delaware Limited  Partnership Law, the following
provisions shall govern the General  Partner's  management of the  Partnership's
Business:

         5.1 Management of Partnership  Business.  The General  Partner shall be
solely  responsible  for the management of the  Partnership's  Business with all
rights  and  powers  generally  conferred  by law  or  necessary,  advisable  or
consistent to and with the  accomplishment of the purposes of the Partnership or
as otherwise  determined by the General Partner,  in its judgment,  to be in the
best interests of the  Partnership.  All decisions  regarding  management of the
Partnership  shall  be made by the  General  Partner.  The  General  Partner  is
expressly  authorized to execute and deliver, on behalf of the Partnership,  the
Management  Agreement,  Assignment  and  Assumption  Agreements  and  all  other
agreements,  instruments, documents, promissory notes, mortgages, deeds of trust
and loan or credit agreements,  and any amendments or modifications thereto, and
to act or vote on behalf of the Partnership where required.

         5.2 Rights and Powers of the General Partner. In addition to the rights
and powers  possessed by general  partners under law, the General  Partner shall
have  all  specific  rights  and  powers  required  for or  appropriate,  in its
judgment,  to the  management  of the  Partnership's  Business.  Such rights and
powers shall include,  by way of illustration but not by way of limitation,  the
following rights and powers in furtherance of the Business of the Partnership:

                  (a) To borrow money for Partnership  purposes from any entity,
including a Partner,  but in the case of any  borrowing  from one or more of the
Partners,  such  borrowing  will be at a rate no greater  than  market  rates of
interest  otherwise  available to the Partnership,  and to mortgage or otherwise
pledge any property and in  connection  with any such  borrowing,  mortgaging or
encumbering,   to  grant  to  any  secured  party,  as  remedies  upon  default,
acceleration  of the  indebtedness,  appointment  of a  receiver  and such other
remedies as the secured  party may require,  provided that none of such remedies
shall provide for or result in any recourse against any Limited Partner;

                  (b) To employ  the  services  of agents,  attorneys,  brokers,
managing  agents,  architects,  contractors,  subcontractors,   accountants  and
others,   including  affiliates  of  the  General  Partner,  on  behalf  of  the
Partnership, provided that such services are performed upon reasonable terms and
conditions  and the  consideration  to be paid therefor is reasonable  (for such
purposes,  the terms and conditions under which services are performed,  and the
compensation  to be paid  therefor,  shall be deemed  reasonable  if such terms,
conditions and  compensation  are not less favorable than those  obtainable from
non-affiliated  providers of similar services at the location where the services
are performed);

                  (c) To  pay,  collect,  compromise,  arbitrate,  resort  to or
defend legal action with respect to, or otherwise  adjust,  claims or demands of
or against the Partnership;

                  (d) To consent to the  modification,  renewal or  extension of
any  obligation of any entity to the  Partnership  or any agreement to which the
Partnership is a party or of which it is a beneficiary or by which it is bound;

                  (e) To  sell or  exchange  all or any  part  of the  property,
including  sales or exchanges  to a Partner or an affiliate of a Partner,  or to
purchase  property  (real  or  personal,  tangible  or  intangible),   including
purchases from a Partner or an affiliate of a Partner;  provided,  however, that
in the  case of any  sale,  exchange  or  purchase  from or to a  Partner  or an
affiliate of a Partner  other than as  contemplated  herein or the  Contribution
Agreement,  such sale,  exchange  or purchase  shall  require the consent of the
majority of the Limited Partners.

                  (f) To   execute,   acknowledge   and   deliver  any  and  all
instruments necessary to the foregoing.

         Each power  specified  above shall be exercised  in good faith,  to the
extent and in the manner consistent with and necessary for the proper management
of the Business of the Partnership, in the best judgment of the General Partner.
Notwithstanding the foregoing,  the General Partner may not, without the consent
of the Limited Partner: (i) cause the Partnership to make loans to, or guarantee
loans on behalf of, any third party  (including  Partners and their  affiliates)
other than in the ordinary course of the Partnership's  Business;  or (ii) enter
into  a  material  contract,  transaction  or  agreement  with a  Partner  or an
affiliate  of a  Partner  other  than  as  provided  in or  contemplated  by the
Contribution  Agreement.  All such agreements  between affiliates and such other
contracts, transactions and agreements shall be fair and reasonable.

         5.3 Other Business Ventures.  Any Partner and any officer,  director or
affiliate  of a Partner may engage in or possess an  interest in other  business
ventures of every nature and  description,  independently  or with  others,  and
neither the  Partnership  nor any of the Partners shall have any right by virtue
of this Agreement in or to such independent ventures or to the income or profits
derived therefrom. However, nothing contained in this Section 5.3 is intended to
absolve the General Partner from any liability to the Partnership or the Limited
Partner  arising  as a  result  of any  breach  by the  General  Partner  of its
fiduciary  obligations as General  Partner to the  Partnership or to the Limited
Partner, as limited partner of the Partnership.

         5.4 Liability  of   the   General  Partner  to   Limited  Partner   and
Partnership; Indemnification.

                  (a) The General  Partner  shall devote such time and attention
to the  Partnership  as the  General  Partner  deems  reasonably  necessary  and
advisable to manage the affairs of the Partnership to its best advantage. Except
as  otherwise  specifically  set forth  herein,  the  General  Partner  (and its
officers,  directors and employees)  shall not be liable to the Limited  Partner
because any taxing authority disallows or adjusts any deduction or credit in the
income tax returns of the Partnership or the Limited Partner.  In addition,  the
doing  of any act or  omission  to do any act by the  General  Partner  (and its
officers,  directors and employees)  which may cause or result in loss or damage
to the  Partnership,  if done in good faith and  within  the scope of  authority
conferred  by this  Agreement,  shall not subject  the  General  Partner (or its
officers, directors and employees) to any liability to the Partnership or to the
Limited  Partner.  The  Partnership  will indemnify and hold the General Partner
(and its officers,  directors  and  employees)  harmless  from any claim,  loss,
expense,  liability,  action  or  damage  to it  resulting  from any such act or
omission in the conduct of the  Business  of the  Partnership  in good faith and
within  the  scope of the  authority  conferred  by this  Agreement,  including,
without  limitation,  reasonable  costs and  expenses of  litigation  and appeal
(including  reasonable  fees and  expenses of  attorneys  engaged by the General
Partner in the  defense or  prosecution  of any action  relating  to such act or
omission);  but the General Partner (and its officers,  directors and employees)
shall not be entitled to be indemnified  or held harmless from any claim,  loss,
expense, liability, action or damage due to or arising from the fraud, bad faith
or gross  negligence of the General  Partner (or any of its officers,  directors
and employees).

                  (b)  In  addition  to  its   obligations   set  forth  in  the
immediately  preceding  paragraph,  the Partnership  will indemnify and hold the
Limited Partner (and its respective officers,  directors and employees) harmless
against  and  in  respect  of  any  and  all  damages,   losses,   deficiencies,
liabilities,  costs and  expenses  (including,  without  limitation,  reasonable
attorneys'  fees)  incurred  or suffered by a Limited  Partner  resulting  from,
relating  to  or  arising  out  of:  (a)  the  MIC  Transferred  Assets  or  the
manufacturer,  distribution or sale by the Partnership of any Products resulting
from such operation;  (b) the failure by the Partnership to perform and be bound
by any of the terms, covenants,  conditions and restrictions relating to the MIC
Transferred  Assets  accepted  by  the  Partnership  under  the  Assignment  and
Assumption  Agreement;  (c)  any and  all  actions,  suits,  claims,  or  legal,
administrative, arbitration, governmental or other proceedings or investigations
against  a  Limited  Partner  or  any  director,   officer,   employee,   agent,
representative  or subcontractor  of a Limited  Partner,  that relate to the MIC
Transferred Assets or the Business of the Partnership,  whether or not the event
giving rise thereto  occurred  prior or subsequent to the  occurrence of the MIC
Transferred  Assets  or that  relate  to any  claim  asserted  against a Limited
Partner under any law or regulation,  including,  without  limitation,  laws and
regulations  relating to the  environment;  and (d) any and all actions,  suits,
claims,  proceedings,   investigations,  demands,  assessments,  audits,  fines,
judgments,  cost and other expenses (including,  without limitation,  reasonably
legal fees and expenses)  incident to any of the foregoing or to the enforcement
of the  Partnership's  obligation to indemnify the Limited  Partner set forth in
this paragraph 5.4(b).  The obligation of the Partnership to indemnify a Limited
Partner hereunder is limited to such party in its capacity as a Limited Partner.

                                   ARTICLE VI

                     BOOKS, RECORDS AND REPORTS, ACCOUNTING,
                               TAX ELECTIONS, ETC.

         6.1 Books, Records and Reports.

                  (a) The General Partner shall keep proper and complete records
and books of account in which all transactions and other matters relative to the
Partnership's Business are entered. The Partnership's books and records shall be
prepared in  accordance  with the method of  accounting  selected by the General
Partner  in  its  sole  discretion   utilizing   generally  accepted  accounting
principles,  consistently applied. The Partnership shall also keep (i) a list or
lists  containing  the full name and last known mailing  address of each current
and past Partner, (ii) a copy of the then effective Agreement and certificate of
limited  partnership  and  all  amendments  thereto  and  restatements  thereof,
together  with executed  copies of any powers of attorney  pursuant to which any
certificate has been executed,  (iii) copies of the Partnership's federal, state
and local income tax returns and reports,  if any, for all years with respect to
which the period for assessment of a deficiency has not expired,  (iv) copies of
any financial statements of the Partnership for the three most recent years, and
(v) such other records as required under the Delaware  Limited  Partnership Law.
Such books and records shall be maintained at the office of the  Partnership and
shall  be open  for  inspection  and  copying  by the  Partners  or  their  duly
authorized  representatives for reasonable  Partnership purposes,  including the
evaluation of their investment in the Partnership.

                  (b)  The  Partnership   shall  prepare  quarterly  and  annual
financial  statements showing the income and expenses of the Partnership for the
quarter or fiscal year and the balance  sheets of the  Partnership as of the end
of such quarter or fiscal year and shall have the annual  statements  audited by
the Partnership's certified public accountants.  Each Partner shall be furnished
such  quarterly  statements  within  forty-five  days of the end of each  fiscal
quarter and the audited annual  statements  within one hundred twenty (120) days
of the close of each fiscal year. Prior to execution by the General Partner, the
Limited  Partner shall be given a reasonable  opportunity  to review all federal
and material state income tax  informational  returns of the  Partnership and to
consult  with  the  General  Partner  with  respect   thereto.   All  additional
Partnership  information  necessary in the preparation of the Limited  Partner's
federal  income tax returns  shall be  furnished by the  Partnership  within one
hundred  twenty (120) days of the close of each fiscal year of the  Partnership.
Further,  each Partner shall be furnished,  within a reasonable  time upon their
availability, such monthly general financial statements as are normally prepared
by the Partnership  for  management's  internal use. The Partnership  shall also
furnish to any Partner,  upon  reasonable  demand (i) true and full  information
regarding the state of the business and financial  condition of the  Partnership
and (ii) promptly after becoming available, a copy of the Partnership's federal,
state and local income tax returns for each year, together with a reconciliation
of capital account balances and changes thereto for each Partner.

         6.2 Bank Accounts.  The Partnership shall maintain its bank accounts in
such banking  institutions  as the General Partner  determines,  and withdrawals
shall  be made  only in the  regular  course  of  Partnership  Business  on such
signature or signatures as the General Partner determines.

         6.3 Accountants.  The independent  accountants for the Partnership will
be selected by the General Partner,  in its sole and absolute  discretion.  Such
independent  accountants  shall review the federal and all material state income
tax  returns  of the  Partnership  and shall  audit and  certify  to all  annual
financial statements of the Partnership.

         6.4 Tax Elections.

                  (a) The  Partners  shall  take all  action  on a timely  basis
required  to effect a  Partnership  election  pursuant  to  Treasury  Regulation
Section   301.7701-3(c)  to  be  classified  as  an  association  taxable  as  a
corporation.

                  (b) All  elections  required or permitted  by the  Partnership
under the Code shall be made by the General Partner.

                  (c) The General Partner will not be responsible for initiating
any change in accounting  methods from the methods initially chosen. The General
Partner shall not incur any liability for any election made by it in good faith.

                                   ARTICLE VII

                 WITHDRAWAL OR REMOVAL AND ADMISSION OF PARTNERS
                      AND TRANSFER OF PARTNERSHIP INTERESTS

         7.1 General Partner.

                  (a) The General Partner may not voluntarily  withdraw from and
may not assign all or any part of its  interest in the  Partnership  without the
consent of the majority of the Limited Partners.

                  (b) If a Dissolution  Event occurs with respect to the General
Partner and no general  partner  remains as a general partner of the Partnership
to continue the Business of the Partnership,  the General Partner or the General
Partner's  legal  representatives  shall promptly notify the Limited Partner and
the Partnership shall wind up in accordance with Section 8.4, unless the consent
of the  majority  of the  Limited  Partners  to  continue  the  Business  of the
Partnership is obtained.  A Successor General Partner shall be appointed,  if at
all, by the consent of the  majority of the  Limited  Partners  obtained  within
ninety (90) days from the date of such Dissolution  Event. The Successor General
Partner  shall have the right to acquire the General  Partner's  interest in the
Partnership for an amount  determined by the  Partnership's  accountants (at the
expense  of the  Partnership  and  with  the  assistance  of  such  professional
appraisers  or other  counsel  as are  deemed  necessary  or  desirable  by such
accountants)  to represent  the fair market  value of such  interest at the date
upon which the Dissolution Event occurred;  provided, however, that in the event
there is a material  change  involving the  Partnership's  assets,  liabilities,
operations  or  Business  during  the  period  commencing  on  the  date  of the
occurrence of the Dissolution Event and ending on the date the Successor General
Partner is appointed,  a request for a revaluation  may be made by the Successor
General  Partner or any Limited  Partner.  The right of a Limited Partner or the
Successor  General Partner to request such revaluation shall be exercisable only
within  90  days  after  the  date  of  notice  to the  Limited  Partner  of the
Dissolution Event. Such revaluation shall determine the fair market value of the
General Partner's  interest in the Partnership  immediately  following the event
giving  rise  to  the  revaluation  and  shall  be  made  by  the  Partnership's
accountants  within thirty (30) days of the date requested.  The expenses of the
revaluation,  if any, shall be borne by the person  requesting the  revaluation.
The Successor  General Partner's  acquisition of the General Partner's  interest
shall take place,  if at all,  within  forty-five  (45) days after the date upon
which the valuation is made, or if later,  the date on which the  revaluation is
made.

                  (c) The General  Partner may be removed by any Limited Partner
if,  and  only  if,  the  General  Partner  is  found  by a court  of  competent
jurisdiction  to have  willfully  violated its fiduciary  responsibilities  as a
General Partner of the Partnership.  Upon such removal,  the Limited Partner may
designate a Successor General Partner in accordance with the procedure specified
in Section 7.1(b),  whereupon the Successor General Partner will become entitled
to the removed General Partner's  interest in the Partnership upon the Successor
General  Partner's  payment to the  removed  General  Partner of the fair market
value of the General Partner's  interest in the Partnership as determined in the
manner provided under Section 7.1(b).

         7.2  Death,  Incompetence,  Dissolution  or  Withdrawal  of  a  Limited
Partner.

                  (a) Upon the death, legal incapacity, bankruptcy or insolvency
of any individual  Limited Partner  (including an assignee who becomes a Limited
Partner),  such Limited Partner's  legally  authorized  personal  representative
shall have all of the rights of a Limited Partner for the purpose of settling or
managing  such  Limited  Partner's  estate  and  shall  have  such  power as the
deceased,  incompetent,  bankrupt or insolvent Limited Partner possessed to make
an  assignment  of the interest of such Limited  Partner in the  Partnership  in
accordance with the terms of this Agreement.

                  (b)  Upon the  bankruptcy,  insolvency,  dissolution  or other
cessation  to  exist  as an  entity  of  any  Limited  Partner  which  is not an
individual,  the  authorized  representative  of such entity  shall have all the
rights of a Limited  Partner for the purpose of effecting the orderly winding up
and  disposition  of the Business of such Limited  Partner and such power as the
Limited  Partner  possessed  to  make  an  assignment  of  its  interest  in the
Partnership in accordance with the terms of this Agreement.

         7.3  Assignment of Interest of Limited Partner.

                  (a) General. The Limited Partner shall have the right, subject
to the  provisions  of this  Section  7.3,  to sell or assign any and all of its
Limited  Partnership  Interest  in the  Partnership,  provided  that:  (i)  such
assignment  is made by an  instrument  in form  and  substance  satisfactory  to
counsel for the Partnership, including an expression of the assignee to become a
Limited  Partner,  and such assignee's  acceptance and adoption of the terms and
conditions of this Agreement, as amended from time to time, and agreement to pay
the expenses of such transfer  incurred by the  Partnership  in connection  with
such  admission,  including,  for  example,  the cost of  preparing,  filing and
publishing any necessary  amendment or amendments to the  certificate of limited
partnership,  and (ii) at the  request  of the  General  Partner,  the  assignee
delivers  to the  General  Partner an opinion  of  counsel  satisfactory  to the
General Partner and counsel to the  Partnership to the effect that  registration
of the  sale,  assignment  or  other  disposition  is  not  required  under  the
Securities  Act or applicable  state law or any rule or  regulation  promulgated
thereunder.

                                  ARTICLE VIII

                     DISSOLUTION, LIQUIDATION AND WINDING UP

         8.1 Dissolution and Winding Up. Except as otherwise  expressly provided
in this  Agreement,  the  Partnership  shall be dissolved  and wound up upon the
occurrence of any of the following events:

(a) A  Dissolution  Event with respect to the last  remaining  General  Partner,
unless the Business of the  Partnership is continued in accordance  with Section
7.1;

(b) A sale or other disposition of all or substantially all of the Partnership's
property;

(c) The distribution to the Partners of all Partnership property;

(d) The expiration of the term provided in Section 2.3;

(e) The written consent of the Partners;

(f) The entry of a decree of judicial  dissolution  by the circuit  court of the
county  of  the  principal  place  of  business  or  registered  office  of  the
Partnership; or

(g) as otherwise provided in the Delaware Limited Partnership Law.

         Dissolution  shall be effective on the date of the event giving rise to
the  dissolution of the  Partnership,  but the  Partnership  shall not terminate
until its property shall have been distributed in accordance with the provisions
of  Section  8.4.  Neither  the  death,  insanity,   incompetency,   bankruptcy,
insolvency or similar event of dissolution  or liquidation of a Limited  Partner
shall dissolve the Partnership.

         8.2 Liquidating Trustee.  Upon the occurrence of an event under Section
8.1  giving  rise to the  dissolution  and  winding up of the  Partnership,  the
liquidating  trustee  (which  will be the  General  Partner  unless the  General
Partner is the subject of the Dissolution Event) will proceed diligently to wind
up the affairs of the  Partnership  and distribute its assets in accordance with
the provisions of Section 8.4. During the interim,  the liquidating trustee will
continue to exercise  the rights and  operate  the  Business of the  Partnership
consistently with the liquidation  thereof,  exercising in connection  therewith
all the power and authority of the General Partner under this Agreement.  If the
General  Partner  is  not  permitted  to be  the  liquidating  trustee,  then  a
liquidating  trustee shall be selected by the holders of more than fifty percent
(50%) of the total Limited Partnership Interests.

         8.3  Accounting on  Dissolution.  Upon the occurrence of an event under
Section 8.1 giving rise to the  dissolution  and winding up of the  Partnership,
the  liquidating  trustee  will cause the  Partnership's  accountants  to make a
complete accounting of the assets, liabilities and operations of the Partnership
as of the last day of the month in which the dissolution occurs.

         8.4  Liquidation and Termination.  As expeditiously as possible:

                  (a) The  liquidating  trustee will pay all  liabilities of the
Partnership and establish Reserves, if the liquidating trustee deems Reserves to
be necessary, for payment of future or contingent Partnership obligations.

                  (b) The liquidating trustee will distribute the balance of the
proceeds of the liquidation among the Partners as follows: (i) five percent (5%)
to the  General  Partner;  and (ii)  ninety-five  percent  (95%) to the  Limited
Partner.

                  (c) Unless  agreed to in writing by all of the  Partners,  the
Limited  Partner shall have no right to demand and receive  property  other than
Cash upon liquidation and the liquidating  trustee, in any event, shall have the
power to sell  property for Cash in order to provide for payment of  liabilities
and  establishment  of Reserves.  All salable property of the Partnership may be
sold in connection with any liquidation at public or private sale,  conducted in
a  commercially  reasonable  manner,  at such  price and upon such  terms as the
liquidating trustee, in its sole discretion, may deem advisable. Any Partner and
any Entity in which any Partner is in any way interested  may purchase  property
at such sale.

                                   ARTICLE IX

                         REPRESENTATIONS AND WARRANTIES

         9.1 Representations,  Warranties and Agreements of the Limited Partner.
The Limited  Partner  represents,  warrants,  confirms and agrees with the other
Partners as follows:

                  (a) Such Limited  Partner has full right,  power and authority
to execute  and  deliver  this  Agreement  and to perform  each of such  Limited
Partner's obligations hereunder.

                  (b) This  Agreement has been duly executed and delivered by or
on behalf of such Limited Partner and  constitutes the legal,  valid and binding
obligation of such Limited Partner in accordance with its terms.

                  (c) Such Limited  Partner is not subject to any restriction or
agreement  which prohibits or would be violated by the execution and delivery of
this Agreement or by the consummation of the transactions contemplated herein or
pursuant  to which the  consent  of any third  person,  firm or  corporation  is
required in order to give effect to the transactions contemplated herein.

                  (d) Such  Limited  Partner (i) has such  knowledge of business
and financial  affairs as is necessary to enable it to understand  the nature of
and the risks attendant to the investment  contemplated herein and to understand
the  particular  financial,  legal and tax  implications  of the  Business to be
conducted by the Partnership; and (ii) has had access to any and all information
concerning the Partnership  which the Limited Partner and the Limited  Partner's
legal, tax and other advisors requested or considered necessary to make a proper
evaluation  of such an  investment  and has received  such  representations  and
warranties  with respect  thereto as deemed by such Limited Partner as necessary
and appropriate in connection with such evaluation.

                  (e)  Such  Limited  Partner   understands   that  the  Limited
Partnership Interest being acquired has not been registered under the Securities
Act of 1933, as amended,  on the grounds that the investment in the  Partnership
is exempt from registration thereunder. Such Limited Partner further understands
that  the  Limited  Partnership  Interest  being  acquired  by it has  not  been
registered  under the securities  laws of any other  jurisdiction on the grounds
that the  investment in the  Partnership is likewise  exempt from  registration.
Such Limited Partner represents that its Limited  Partnership  Interest is being
acquired for investment for such Limited Partner's own account,  with no present
intention of reselling or otherwise  disposing of any portion of such investment
and understands  that the reliance of the Partners and the Partnership upon such
exemptions is predicated upon the lack of such  intention.  Such Limited Partner
in no event will sell,  transfer or otherwise dispose of its Limited Partnership
Interest or any portion thereof,  unless and until such Limited Partner delivers
to the  Partnership  advance  notice of the  intended  sale,  transfer  or other
disposition  and, if  requested  by the General  Partner,  an opinion of counsel
reasonably   satisfactory  to  the  General  Partner  and  to  counsel  for  the
Partnership that  registration is not required for such sale,  transfer or other
disposition  under, and that any such sale,  transfer or other  disposition will
not violate the Securities Act, or applicable  state securities laws or any rule
or regulation promulgated thereunder.

                  (f) Such  Limited  Partner  further  acknowledges  the Limited
Partner's understanding that no trading market for Limited Partnership Interests
exists.

         9.2 Representations,  Warranties and Agreements of the General Partner.
The General Partner  represents and warrants to and confirms and agrees with the
other Partners that:

                  (a) The General Partner has full right, power and authority to
execute  and  deliver  this  Agreement  and to perform  each of its  obligations
hereunder.

                  (b) The General Partner has taken all corporate action to duly
execute and deliver this Agreement.

                  (c) This Agreement has been duly executed and delivered and is
a duly and validly binding  obligation of the General Partner in accordance with
its terms.

                  (d) The General  Partner is not subject to any  restriction or
agreement  which prohibits or would be violated by the execution and delivery of
this Agreement or the  consummation of the transactions  contemplated  herein or
pursuant  to which the  consent  of any third  person,  firm or  corporation  is
required in order to give effect to the transactions contemplated herein.

                  (e) The General  Partner  will not permit the  Partnership  to
issue  additional  Limited  Partnership  Interests,  except in connection with a
permitted sale or other  disposition by Limited Partner of all or any portion of
its Limited Partnership interest.

                                    ARTICLE X

               APPOINTMENT OF GENERAL PARTNER AS ATTORNEY-IN-FACT

         10.1  Appointment  as  Attorney-in-Fact.  Each Limited  Partner  hereby
irrevocably  constitutes  and appoints  the General  Partner its true and lawful
attorney-in-fact  (with full power and  authority in said attorney to substitute
another  attorney in such attorney's  place and to revoke such  substitution) to
execute,  acknowledge,  deliver,  swear to,  file and record at the  appropriate
public office such documents as may be necessary or appropriate to carry out the
provisions of this Agreement, including:

                  (a)  This  Agreement  and  any  amendments  to  this Agreement
required by the laws of the United States or any state;

                  (b)  All   certificates  of  limited   partnership  and  other
certificates  or  instruments  (including  counterparts  of this  Agreement) and
amendments  thereto,  and any  amendment  of this  Agreement,  which the General
Partner deems  appropriate  to qualify or continue the  Partnership as a limited
partnership in any jurisdiction in which the Partnership may conduct business or
to correct an error in this Agreement or the certificate of limited partnership;

                  (c) All instruments,  including  amendments to the certificate
of limited  partnership  and  amendments  to this  Agreement,  which the General
Partner  deems  appropriate  to  reflect  the  admission  of a Partner to or the
withdrawal of a Partner from the  Partnership  in  accordance  with the terms of
this Agreement; and

                  (d) All  conveyances and other  instruments  which the General
Partner deems  appropriate  to reflect the  dissolution  and  termination of the
Partnership.

         10.2 Continuing  Effect. The appointment by the Limited Partners of the
General Partner, as their attorney-in-fact shall be deemed to be a power coupled
with an interest,  in  recognition  of the fact that each of the Partners  under
this Agreement  will be relying upon the power of the General  Partner to act as
contemplated  by this  Agreement  in any filing or other action on behalf of the
Partnership,  and shall survive the  bankruptcy,  death or  incompetence  of any
Partners  hereby  giving such power and the transfer or assignment of all or any
part of the  interest  of such  Partners;  provided,  that in the  event  of the
transfer by a Limited Partner of all or any part of its interest,  the foregoing
power of attorney  shall  survive the delivery of the  assignment by the Limited
Partner of the whole or any portion of such Limited Partner's  interest;  except
that where such assignee has been approved by the General  Partner for admission
to the Partnership as a Limited Partner, the power of attorney shall survive the
delivery of such assignment for the sole purpose of enabling the General Partner
to  execute,  acknowledge  and file any  instruments  necessary  to effect  such
substitution.

                                   ARTICLE XI

                                     GENERAL

         11.1 Notices.  All  communications,  notices and consents  provided for
herein shall be in writing and be given in person or by means of telex, telecopy
or other wire  transmission  (with  request for assurance of receipt in a manner
typical  with  respect to  communications  of that  type) or by mail,  and shall
become  effective  (x) on  delivery  if  given  in  person,  (y) on the  date of
transmission if sent by telex, telecopy or other wire transmission,  or (z) four
business days after being  deposited in the mails  (addressed to the address set
forth  following the person's or Entity's  name on the  signature  page hereto),
with proper postage for first class registered or certified mail, prepaid.

         Partners  may change  their  addresses  for the purpose of this Section
11.1 by notice to the Partnership at its principal office in the manner provided
in this Section.

         11.2 Further  Assurances.  The Partners agree to execute,  acknowledge,
deliver,  file,  record and  publish  such  further  certificates,  instruments,
agreements  and other  documents,  and to take all such further action as may be
required by law or deemed by the General  Partner to be necessary in furtherance
of the Partnership's  purposes and the objectives and intentions underlying this
Agreement and not inconsistent with the terms of this Agreement.

         11.3  Entire  Agreement.   This  instrument   incorporates  the  entire
agreement  among the parties  hereto,  regardless  of  anything to the  contrary
contained in any  certificate  of limited  partnership  or other  instrument  or
notice  purporting to summarize the terms of this Agreement,  whether or not the
same shall be recorded or published.

         11.4  Amendments.

                  (a)  To  the  extent   permitted  by  the   Delaware   Limited
Partnership  Law, this Agreement and any certificate of limited  partnership may
be amended only upon the unanimous consent of the Partners.

                  (b) In addition to any amendment otherwise  authorized herein,
the  General  Partner  may amend this  Partnership  Agreement  from time to time
without the consent of the Limited Partner:

                    (i)  to reflect  the  addition  or  substitution  of Limited
                         Partner; or

                    (ii) to make all  filings as may be  necessary  or proper to
                         provide that this Agreement shall  constitute,  for all
                         purposes, an agreement of limited partnership under the
                         terms of the laws of the State of Delaware as in effect
                         from time to time.

         11.5 Gender and Number.  Unless the context  otherwise  requires,  when
used in the Agreement,  the singular includes the plural and vice versa, and the
masculine includes the feminine and neuter and vice versa.
A person is deemed to include an individual or any other Entity.

         11.6 Benefit.  This Agreement is binding upon and inures to the benefit
of the parties to this Agreement, their heirs, legal representatives, successors
and assigns.

         11.7 Captions. Captions are inserted for convenience only and shall not
be given any legal effect.

         11.8  Execution.  This  Agreement  may be  executed  in any  number  of
counterparts,  and each such  counterpart  will, for all purposes,  be deemed an
original instrument,  but all such counterparts together will constitute but one
and the same agreement.

         11.9 Governing Law and  Severability.  This Agreement shall be governed
by the laws of the State of Delaware.  If any provision  hereof is determined to
be invalid or unenforceable, it shall be modified or deleted, if necessary, from
this Agreement in order to prevent this Agreement as a whole from being rendered
invalid or unenforceable, and this Agreement shall be interpreted to give effect
to the  intention of the Partners  ascertained  from this  Agreement as a whole,
even if that  requires  taking  the  invalid  or  unenforceable  provision  into
consideration in ascertaining such intention (but only for that purpose).

         IN WITNESS WHEREOF,  this Agreement has been duly sworn to and executed
as of the date first above written.

GENERAL PARTNER

Maverick Tube Corporation,
a Delaware corporation

By:      /s/  Pamela G. Boone
Title:   Assistant Secretary

400 Chesterfield Center
2nd Floor
Chesterfield, Missouri 63017
(314) 537-1314

LIMITED PARTNER

Maverick Investment Corporation,
a Delaware corporation


By:      /s/  Charles O. Struckhoff
Title:   Secretary

4950 North County Road 967
Blytheville, Arkansas 72315
(870) 763-6281