EXHIBIT 10.4



                                     FORM OF



                          LIMITED PARTNERSHIP AGREEMENT


                                       OF


               FIDELITY DIVIDEND CAPITAL OPERATING PARTNERSHIP LP



                         A DELAWARE LIMITED PARTNERSHIP



                                 APRIL ___, 2004







                                TABLE OF CONTENTS



     RECITALS .............................................................    1

     Article 1 DEFINED TERMS ..............................................    2

     Article 2 PARTNERSHIP FORMATION AND IDENTIFICATION ...................    8
 2.1 Formation ............................................................    8
 2.2 Name, Office and Registered Agent ....................................    8
 2.3 Partners .............................................................    8
 2.4 Term and Dissolution .................................................    8
 2.5 Filing of Certificate and Perfection of
     Limited Partnership ..................................................    9
 2.6 Certificates Describing Partnership Units ............................    9

     Article 3 BUSINESS OF THE PARTNERSHIP ................................    9

     Article 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS .........................   10
 4.1 Capital Contributions ................................................   10
 4.2 Additional Capital Contributions and Issuances of
     Additional Partnership Interests .....................................   10
 4.3 Additional Funding ...................................................   11
 4.4 Capital Accounts .....................................................   11
 4.5 Percentage Interests .................................................   12
 4.6 No Interest On Contributions .........................................   12
 4.7 Return Of Capital Contributions ......................................   12
 4.8 No Third Party Beneficiary ...........................................   12



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     Article 5 PROFITS AND LOSSES; DISTRIBUTIONS ..........................   12
 5.1 Allocation of Profit and Loss ........................................   12
 5.2 Distribution of Cash .................................................   14
 5.3 REIT Distribution Requirements .......................................   15
 5.4 No Right to Distributions in Kind ....................................   15
 5.5 Limitations on Return of Capital Contributions .......................   15
 5.6 Distributions Upon Liquidation .......................................   16
 5.7 Substantial Economic Effect ..........................................   16

     Article 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER ......   16
 6.1 Management of the Partnership ........................................   16
 6.2 Delegation of Authority ..............................................   18
 6.3 Indemnification and Exculpation of Indemnitees .......................   18
 6.4 Liability of the General Partner .....................................   19
 6.5 Reimbursement of General Partner .....................................   20
 6.6 Outside Activities ...................................................   20
 6.7 Employment or Retention of Affiliates ................................   20
 6.8 General Partner Participation ........................................   21
 6.9 Title to Partnership Assets ..........................................   21
 6.10Miscellaneous ........................................................   21

     Article 7 CHANGES IN GENERAL PARTNER .................................   21
 7.1 Transfer of the General Partner's Partnership Interest ...............   21
 7.2 Admission of a Substitute or Additional General Partner ..............   23
 7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution
     of a General Partner .................................................   23
 7.4 Removal of a General Partner .........................................   24

     Article 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS .............   24
 8.1 Management of the Partnership ........................................   24
 8.2 Power of Attorney ....................................................   24
 8.3 Limitation on Liability of Limited Partners ..........................   25
 8.4 Ownership by Limited Partner of Corporate
     General Partner or Affiliate .........................................   25
 8.5 Exchange Right .......................................................   25
 8.6 Registration .........................................................   26

     Article 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS .................   27
 9.1 Purchase for Investment ..............................................   27
 9.2 Restrictions on Transfer of Limited Partnership Interests ............   27
 9.3 Admission of Substitute Limited Partner ..............................   28
 9.4 Rights of Assignees of Partnership Interests .........................   29
 9.5 Effect of Bankruptcy, Death, Incompetence or
     Termination of a Limited Partner .....................................   29
 9.6 Joint Ownership of Interests .........................................   29

     Article 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS ................   30
10.1 Books and Records ....................................................   30
10.2 Custody of Partnership Funds; Bank Accounts ..........................   30
10.3 Fiscal and Taxable Year ..............................................   30
10.4 Annual Tax Information and Report ....................................   30
10.5 Tax Matters Partner; Tax Elections;
     Special Basis Adjustments ............................................   30
10.6 Reports to Limited Partners ..........................................   31

     Article 11 AMENDMENT OF AGREEMENT; MERGER ............................   31




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     Article 12 GENERAL PROVISIONS ........................................   32
12.1 Notices ..............................................................   32
12.2 Survival of Rights ...................................................   32
12.3 Additional Documents .................................................   32
12.4 Severability .........................................................   32
12.5 Entire Agreement .....................................................   32
12.6 Pronouns and Plurals .................................................   32
12.7 Headings .............................................................   32
12.8 Counterparts .........................................................   32
12.9 Governing Law ........................................................   32




                                    EXHIBITS

EXHIBIT A - Partners, Capital Contributions and Percentage Interests ......   34

EXHIBIT B - Notice of Exercise of Exchange Right ..........................   35






















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<PAGE>

                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
               FIDELITY DIVIDEND CAPITAL OPERATING PARTNERSHIP LP



                                    RECITALS


                  This Agreement of Limited Partnership (this "Agreement") is
entered into this ___ day of April 2004 between Fidelity Dividend Capital Inc.,
a Maryland corporation (the "General Partner") and the Limited Partners set
forth on Exhibit A hereto. Capitalized terms used herein but not otherwise
defined shall have the meanings given them in Article 1.


                                    AGREEMENT

                  WHEREAS, the General Partner intends to qualify as a real
estate investment trust under the Internal Revenue Code of 1986, as amended;

                  WHEREAS, Fidelity Dividend Capital Operating Partnership, LP
(the "Partnership"), was formed on March 24, 2004 as a limited partnership under
the laws of the State of Delaware, pursuant to a Certificate of Limited
Partnership filed with the Office of the Secretary of State of the State of
Delaware on March 24, 2004;

                  WHEREAS, the General Partner desires to conduct its current
and future business through the Partnership;

                  WHEREAS, in furtherance of the foregoing, the General Partner
desires to contribute certain assets to the Partnership from time to time;

                  WHEREAS, in exchange for the General Partner's contribution of
assets, the parties desire that the Partnership issue Partnership Units to the
General Partner in accordance with the terms of this Agreement;

                  WHEREAS, the Limited Partners will contribute certain of their
property to the Partnership in exchange for Partnership Units in accordance with
the terms of this Agreement;

                  WHEREAS, in furtherance of the Partnership's business, the
Partnership will acquire Properties and other assets from time to time by means
of the contribution of such Properties or other assets to the Partnership by the
owners thereof in exchange for Partnership Units; and

                  WHEREAS, the parties hereto wish to establish herein their
respective rights and obligations in connection with all of the foregoing and
certain other matters;

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














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                                    ARTICLE 1
                                  DEFINED TERMS

         The following defined terms used in this Agreement shall have the
meanings specified below:

         "ACT" means the Delaware Revised Uniform Limited Partnership Act, as it
may be amended from time to time.

         "ADDITIONAL FUNDS" has the meaning set forth in Section 4.3 hereof.

         "ADDITIONAL SECURITIES" means any additional REIT Shares (other than
REIT Shares issued in connection with an exchange pursuant to Section 8.5 hereof
or REIT Shares issued pursuant to a dividend reinvestment plan of the General
Partner) or rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase REIT Shares, as set forth in
Section 4.2(a)(ii).

         "ADMINISTRATIVE EXPENSES" means (i) all administrative and operating
costs and expenses incurred by the Partnership, (ii) those administrative costs
and expenses of the General Partner, including any salaries or other payments to
directors, officers or employees of the General Partner, and any accounting and
legal expenses of the General Partner, which expenses, the Partners have agreed,
are expenses of the Partnership and not the General Partner, and (iii) to the
extent not included in clause (ii) above, REIT Expenses; provided, however, that
Administrative Expenses shall not include any administrative costs and expenses
incurred by the General Partner that are attributable to Properties or
partnership interests in a Subsidiary Partnership that are owned by the General
Partner directly.

         "ADVISOR" or "ADVISORS" means the Person or Persons, if any, appointed,
employed or contracted with by the General Partner and responsible for directing
or performing the day-to-day business affairs of the General Partner, including
any Person to whom the Advisor subcontracts substantially all of such functions.

         "ADVISORY AGREEMENT" means the agreement between the General Partner
and the Advisor pursuant to which the Advisor will direct or perform the
day-to-day business affairs of the General Partner.

         "AFFILIATE" means, (i) any Person that, directly or indirectly,
controls or is controlled by or is under common control with such Person, (ii)
any other Person that owns, beneficially, directly or indirectly, 10% or more of
the outstanding capital stock, shares or equity interests of such Person, or
(iii) any officer, director, employee, partner or trustee of such Person or any
Person controlling, controlled by or under common control with such Person
(excluding trustees and persons serving in similar capacities who are not
otherwise an Affiliate of such Person). For the purposes of this definition,
"control" (including the correlative meanings of the terms "controlled by" and
"under common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, through the ownership
of voting securities or partnership interests or otherwise.

         "AGREED VALUE" means the fair market value of a Partner's non-cash
Capital Contribution as of the date of contribution as agreed to by such Partner
and the General Partner. The names and addresses of the Partners, number of
Partnership Units issued to each Partner, and the Agreed Value of non-cash
Capital Contributions as of the date of contribution is set forth on Exhibit A.

         "AGREEMENT" means this Agreement of Limited Partnership, as amended,
modified supplemented or restated from time to time, as the context requires.

         "ARTICLES OF INCORPORATION" means the Articles of Incorporation of the
General Partner filed with the Maryland State Department of Assessments and
Taxation, as amended or restated from time to time.








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         "CAPITAL ACCOUNT" has the meaning provided in Section 4.4 hereof.

         "CAPITAL CONTRIBUTION" means the total amount of cash, cash
equivalents, and the Agreed Value of any Property or other asset (other than
cash) contributed or agreed to be contributed, as the context requires, to the
Partnership by each Partner pursuant to the terms of this Agreement. Any
reference to the Capital Contribution of a Partner shall include the Capital
Contribution made by a predecessor holder of the Partnership Interest of such
Partner.

         "CARRYING VALUE" means, with respect to any asset of the Partnership,
the asset's adjusted net basis for federal income tax purposes or, in the case
of any asset contributed to the Partnership, the fair market value of such asset
at the time of contribution, reduced by any amounts attributable to the
inclusion of liabilities in basis pursuant to Section 752 of the Code, except
that the Carrying Values of all assets may, at the discretion of the General
Partner, be adjusted to equal their respective fair market values (as determined
by the General Partner), in accordance with the rules set forth in Regulations
Section 1.704-1(b)(2)(iv)(f), as provided for in Section 4.4. In the case of any
asset of the Partnership that has a Carrying Value that differs from its
adjusted tax basis, the Carrying Value shall be adjusted by the amount of
depreciation, depletion and amortization calculated for purposes of the
definition of Profit and Loss rather than the amount of depreciation, depletion
and amortization determined for federal income tax purposes.

         "CASH AMOUNT" means an amount of cash per Partnership Unit equal to the
Value of the REIT Shares Amount on the date of receipt by the General Partner of
a Notice of Exchange.

         "CERTIFICATE" means any instrument or document that is required under
the laws of the State of Delaware, or any other jurisdiction in which the
Partnership conducts business, to be signed and sworn to by the Partners of the
Partnership (either by themselves or pursuant to the power-of-attorney granted
to the General Partner in Section 8.2 hereof) and filed for recording in the
appropriate public offices within the State of Delaware or such other
jurisdiction to perfect or maintain the Partnership as a limited partnership, to
effect the admission, withdrawal, or substitution of any Partner of the
Partnership, or to protect the limited liability of the Limited Partners as
limited partners under the laws of the State of Delaware or such other
jurisdiction.


          "CODE" means the Internal Revenue Code of 1986, as amended, and as
hereafter amended from time to time. Reference to any particular provision of
the Code shall mean that provision in the Code at the date hereof and any
successor provision of the Code.

         "COMMISSION" means the U.S. Securities and Exchange Commission.

         "CONVERSION FACTOR" means 1.0, provided that in the event that the
General Partner (i) declares or pays a dividend on its outstanding REIT Shares
in REIT Shares or makes a distribution to all holders of its outstanding REIT
Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii)
combines its outstanding REIT Shares into a smaller number of REIT Shares, the
Conversion Factor shall be adjusted by multiplying the Conversion Factor by a
fraction, the numerator of which shall be the number of REIT Shares issued and
outstanding on the record date for such dividend, distribution, subdivision or
combination (assuming for such 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 REIT Shares (determined without the above
assumption) issued and outstanding on such date and, provided further, that in
the event that an entity other than an Affiliate of the General Partner shall
become General Partner pursuant to any merger, consolidation or combination of
the General Partner with or into another entity (the "Successor Entity"), the
Conversion Factor shall be adjusted by multiplying the Conversion Factor by the
number of shares of the Successor Entity into which one REIT Share is converted
pursuant to such merger, consolidation or combination, determined as of the date
of such merger, consolidation or combination. Any adjustment to the Conversion
Factor shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event; provided, however, that
if the General Partner receives a Notice of Exchange after the record date, but
prior to the effective date of such dividend, distribution, subdivision or
combination, the Conversion Factor shall be



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<PAGE>


determined as if the General Partner had received the Notice of Exchange
immediately prior to the record date for such dividend, distribution,
subdivision or combination.

         "EVENT OF BANKRUPTCY" as to any Person means the filing of a petition
for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of
1978 or similar provision of law of any jurisdiction (except if such petition is
contested by such Person and has been dismissed within 90 days); insolvency or
bankruptcy of such Person as finally determined by a court proceeding; filing by
such Person of a petition or application to accomplish the same or for the
appointment of a receiver or a trustee for such Person or a substantial part of
his assets; commencement of any proceedings relating to such Person as a debtor
under any other reorganization, arrangement, insolvency, adjustment of debt or
liquidation law of any jurisdiction, whether now in existence or hereinafter in
effect, either by such Person or by another, provided that if such proceeding is
commenced by another, such Person indicates his approval of such proceeding,
consents thereto or acquiesces therein, or such proceeding is contested by such
Person and has not been finally dismissed within 90 days.

         "EXCHANGE AMOUNT" means either the Cash Amount or the REIT Shares
Amount, as selected by the General Partner in its sole and absolute discretion
pursuant to Section 8.5(b) hereof.

         "EXCHANGE RIGHT" has the meaning provided in Section 8.5(a) hereof.

         "EXCHANGING PARTNER" has the meaning provided in Section 8.5(a) hereof.

         "GENERAL PARTNER" means Fidelity Dividend Capital Inc., a Maryland
corporation, and any Person who becomes a substitute or additional General
Partner as provided herein, and any of their successors as General Partner.

         "GENERAL PARTNERSHIP INTEREST" means a Partnership Interest held by the
General Partner that is a general partnership interest.

         "INDEMNITEE" means (i) any Person made a party to a proceeding by
reason of its status as the General Partner or a director, officer or employee
of the General Partner or the Partnership, and (ii) such other Persons
(including Affiliates of the General Partner or the Partnership) as the General
Partner may designate from time to time, in its sole and absolute discretion.

         "INDEPENDENT DIRECTOR" means a director of the General Partner who is
not an officer or employee of the General Partner, any Affiliate of an officer
or employee or any Affiliate of (i) any lessee of any property of the General
Partner or any Subsidiary of the General Partner, (ii) any Subsidiary of the
General Partner, or (iii) any partnership that is an Affiliate of the General
Partner.

         "LIMITED PARTNER" means any Person named as a Limited Partner on
Exhibit A attached hereto, and any Person who becomes a Substitute Limited
Partner, in such Person's capacity as a Limited Partner in the Partnership.

         "LIMITED PARTNERSHIP INTEREST" means the ownership interest of a
Limited Partner in the Partnership at any particular time, including the right
of such Limited Partner to any and all benefits to which such Limited Partner
may be entitled as provided in this Agreement and in the Act, together with the
obligations of such Limited Partner to comply with all the provisions of this
Agreement and of such Act.

         "LISTING" means the listing of the shares of the General Partner's
stock, previously issued by the General Partner pursuant to an effective
registration statement and such shares currently registered with the Commission
pursuant to an effective registration statement, on a national securities
exchange or over-the-counter market.

         "LOSS" has the meaning provided in Section 5.1(h) hereof.






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         "NET SALES PROCEEDS" means (i) in the case of a transaction described
in clause (i) of the definition of Sale, the proceeds of any such transaction
less the amount of all real estate commissions and closing costs paid by the
Partnership; (ii) in the case of a transaction described in clause (ii) of the
definition of Sale, the proceeds of any such transaction less the amount of any
legal and other selling expenses incurred by the Partnership in connection with
such transaction; (iii) in the case of a transaction described in clause (iii)
of the definition of Sale, the proceeds of any such transaction actually
distributed to the Partnership from the joint venture or general partnership
arrangement less any expenses incurred by the Partnership in connection with
such transaction; (iv) in the case of a transaction described in clause (iv) of
the definition of Sale, the proceeds of any such transaction or series of
transactions less the amount of all commissions and closing costs paid by the
Partnership; (v) in the case of a transaction described in clause (v) of the
definition of Sale, the proceeds of such transaction less the amount of all
selling costs and other expenses incurred by the Partnership in connection with
such transaction; and (vi) in the case of any lease of a Real Property
consisting of a building only, any amounts from tenants, borrowers or lessees
that the General Partner determines, in its discretion, to be economically
equivalent to the proceeds of a Sale. Net Sales Proceeds shall not include any
amounts used to repay outstanding indebtedness secured by the asset disposed of
in the Sale.

         "NOTICE OF EXCHANGE" means the Notice of Exercise of Exchange Right
substantially in the form attached as Exhibit B hereto.

         "NYSE" means the New York Stock Exchange.

         "OFFER" has the meaning set forth in Section 7.1(c) hereof.

         "OFFERING" means the initial offer and sale of REIT Shares to the
public.

         "OP UNITHOLDERS" means all holders of Partnership Interests.

         "ORIGINAL LIMITED PARTNER" means the Limited Partners designated as
"Original Limited Partners" on Exhibit A hereto.

         "PARTNER" means any General Partner or Limited Partner.

         "PARTNER NONRECOURSE DEBT MINIMUM GAIN" has the meaning set forth in
Regulations Section 1.704-2(i). A Partner's share of Partner Non-recourse Debt
Minimum Gain shall be determined in accordance with Regulations Section
1.704-2(i)(5).

         "PARTNERSHIP" means Fidelity Dividend Capital Operating Partnership LP,
a Delaware limited partnership.

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

         "PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Regulations
Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the
amount of Partnership Minimum Gain is determined by first computing, for each
Partnership non-recourse liability, any gain the Partnership would realize if it
disposed of the property subject to that liability for no consideration other
than full satisfaction of the liability, and then aggregating the separately
computed gains. A Partner's share of Partnership Minimum Gain shall be
determined in accordance with Regulations Section 1.704-2(g)(1).








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         "PARTNERSHIP RECORD DATE" means the record date established by the
General Partner for the distribution of cash pursuant to Section 5.2 hereof,
which record date shall be the same as the record date established by the
General Partner for a distribution to its shareholders of some or all of its
portion of such distribution.

         "PARTNERSHIP UNIT" means a fractional, undivided share of the
Partnership Interests of all Partners issued hereunder. The allocation of
Partnership Units among the Partners shall be as set forth on Exhibit A, as such
Exhibit may be amended from time to time.

         "PERCENTAGE INTEREST" means the percentage ownership interest in the
Partnership of each Partner, as determined by dividing the Partnership Units
owned by a Partner by the total number of Partnership Units then outstanding.
The Percentage Interest of each Partner shall be as set forth on Exhibit A, as
such Exhibit may be amended from time to time.

         "PERSON" means any individual, partnership, Limited Liability Company,
corporation, joint venture, trust or other entity.

         "PROFIT" has the meaning provided in Section 5.1(h) hereof.

         "PROPERTY" means any office, commercial or industrial property or other
investment in which the Partnership holds an ownership interest.

         "PROSPECTUS" means the final prospectus delivered to purchasers of REIT
Shares in the Offering.

         "REAL PROPERTIES" means (i) the real properties, including the
buildings located thereon, or (ii) the real properties only, or (iii) the
buildings only, which are acquired by the Partnership, either directly or
through joint venture arrangements or other partnerships.

         "REGULATIONS" means the Federal income tax regulations promulgated
under the Code, as amended and as hereafter amended from time to time. Reference
to any particular provision of the Regulations shall mean that provision of the
Regulations on the date hereof and any successor provision of the Regulations.

         "REGULATORY ALLOCATIONS" has the meaning set forth in Section 5.1(i)
hereof.

         "REIT" means a real estate investment trust under Sections 856 through
860 of the Code.

         "REIT EXPENSES" means (i) costs and expenses relating to the formation
and continuity of existence and operation of the General Partner and any
Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included
within the definition of General Partner), including taxes, fees and assessments
associated therewith, any and all costs, expenses or fees payable to any
director, officer, or employee of the General Partner, (ii) costs and expenses
relating to any public offering and registration of securities by the General
Partner and all statements, reports, fees and expenses incidental thereto,
including, without limitation, underwriting discounts and selling commissions
applicable to any such offering of securities, and any costs and expenses
associated with any claims made by any holders of such securities or any
underwriters or placement agents thereof, (iii) costs and expenses associated
with any repurchase of any securities by the General Partner, (iv) costs and
expenses associated with the preparation and filing of any periodic or other
reports and communications by the General Partner under federal, state or local
laws or regulations, including filings with the Commission, (v) costs and
expenses associated with compliance by the General Partner with laws, rules and
regulations promulgated by any regulatory body, including the Commission and any
securities exchange, (vi) costs and expenses associated with any 401(k) plan,
incentive plan, bonus plan or other plan providing for compensation for the
employees of the General Partner, (vii) costs and expenses incurred by the
General Partner relating to any issuing or redemption of Partnership Interests,
and (viii) all other operating or administrative costs of the General Partner
incurred in the ordinary course of its business on behalf of or in connection
with the Partnership.




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         "REIT SHARE" means a common share of beneficial interest in the General
Partner (or successor entity, as the case may be).

         "REIT SHARES AMOUNT" means a number of REIT Shares equal to the product
of the number of Partnership Units offered for exchange by an Exchanging
Partner, multiplied by the Conversion Factor as adjusted to and including the
Specified Exchange Date; provided that in the event the General Partner issues
to all holders of REIT Shares rights, options, warrants or convertible or
exchangeable securities entitling the shareholders to subscribe for or purchase
REIT Shares, or any other securities or property (collectively, the "rights"),
and the rights have not expired at the Specified Exchange Date, then the REIT
Shares Amount shall also include the rights issuable to a holder of the REIT
Shares Amount of REIT Shares on the record date fixed for purposes of
determining the holders of REIT Shares entitled to rights.

          "SALE" means any transaction or series of transactions whereby: (i)
the Partnership sells, grants, transfers, conveys, or relinquishes its ownership
of any Real Property or portion thereof, including the lease of any Real
Property consisting of the building only, and including any event with respect
to any Real Property which gives rise to a significant amount of insurance
proceeds or condemnation awards; (ii) the Partnership sells, grants, transfers,
conveys, or relinquishes its ownership of all or substantially all of the
interest of the Partnership in any joint venture or general partnership
arrangement in which the Partnership is a co-venturer or general partner which
are established to acquire Real Properties; (iii) any joint venture or general
partnership arrangement in which the Partnership is a co-venturer or general
partner sells, grants, transfers, conveys, or relinquishes its ownership of any
Real Property or portion thereof, including any event with respect to any Real
Property which gives rise to insurance claims or condemnation awards; (iv) the
Partnership sells, grants, conveys or relinquishes its interest in any asset, or
portion thereof, including any event with respect to any asset which gives rise
to a significant amount of insurance proceeds or similar awards; or (v) the
Partnership sells or otherwise disposes of or distributes all of its assets in
liquidation of the Partnership.

         "SECURITIES ACT" means the Securities Act of 1933, as amended and the
rules and regulations promulgated thereunder.

          "SERVICE" means the United States Internal Revenue Service.

          "SPECIFIED EXCHANGE DATE" means the first business day of the month
that is at least 60 business days after the receipt by the General Partner of
the Notice of Exchange.

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

         "SUBSIDIARY PARTNERSHIP" means any partnership of which the partnership
interests therein are owned by the General Partner or a direct or indirect
subsidiary of the General Partner.

         "SUBSTITUTE LIMITED PARTNER" means any Person admitted to the
Partnership as a Limited Partner pursuant to Section 9.3 hereof.

         "SUCCESSOR ENTITY" has the meaning provided in the definition of
"Conversion Factor" contained herein.

         "SURVIVOR " has the meaning set forth in Section 7.1(d) hereof.

         "TERMINATION EVENT" means the termination or non-renewal of the
Advisory Agreement (i) in connection with a merger, sale of assets or
transaction involving the General Partner pursuant to which a majority of the
directors of the General Partner then in office are replaced or removed, (ii) by
the Advisor for "good reason" (as defined in the Advisory Agreement) or (iii) by
the General Partner other than for "cause" (as defined in the Advisory
Agreement).

         "TRANSACTION" has the meaning set forth in Section 7.1(c) hereof.



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         "TRANSFER" has the meaning set forth in Section 9.2(a) hereof.

         "VALUE" means, with respect to any security, the average of the daily
market price of such security for the ten consecutive trading days immediately
preceding the date of such valuation. The market price for each such trading day
shall be: (i) if the security is listed or admitted to trading on any securities
exchange or the NYSE, the sale 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,
regular way, on such day, (ii) if the security is not listed or admitted to
trading on any securities exchange or the NYSE, the last reported sale price on
such day or, if no sale takes place on such day, the average of the closing bid
and asked prices on such day, as reported by a reliable quotation source
designated by the General Partner, or (iii) if the security is not listed or
admitted to trading on any securities exchange or the NYSE and no such last
reported sale price or closing bid and asked prices are available, the average
of the reported high bid and low asked prices on such day, as reported by a
reliable quotation source designated by the General Partner, or if there shall
be no bid and asked prices on such day, the average of the high bid and low
asked prices, as so reported, on the most recent day (not more than ten days
prior to the date in question) for which prices have been so reported; provided
that if there are no bid and asked prices reported during the ten days prior to
the date in question, the value of the security shall be determined by the
General Partner acting in good faith on the basis of such quotations and other
information as it considers, in its reasonable judgment, appropriate. In the
event the security includes any additional rights, then the value of such rights
shall be determined by the General Partner acting in good faith on the basis of
such quotations and other information as it considers, in its reasonable
judgment, appropriate.


                                    ARTICLE 2
                    PARTNERSHIP FORMATION AND IDENTIFICATION

                  2.1 FORMATION. The Partnership was formed as a limited
partnership pursuant to the Act and all other pertinent laws of the State of
Delaware, for the purposes and upon the terms and conditions set forth in this
Agreement.

                  2.2 NAME, OFFICE AND REGISTERED AGENT. The name of the
Partnership is Fidelity Dividend Capital Operating Partnership, LP. The
specified office and place of business of the Partnership shall be Suite 52-A,
Smoke Ridge Rd, Queensbury, New York 12804. The General Partner may at any time
change the location of such office, provided the General Partner gives notice to
the Partners of any such change. The name and address of the Partnership's
registered agent is The Company Corporation, 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19801. The sole duty of the registered agent as such is to
forward to the Partnership any notice that is served on him as registered agent.


                  2.3 PARTNERS.

                           (a) The General Partner of the Partnership is
Fidelity Dividend Capital Inc., a Maryland corporation. Its principal place of
business is the same as that of the Partnership.

                           (b) The Limited Partners are those Persons identified
as Limited Partners on Exhibit A hereto, as amended from time to time.


            2.4 TERM AND DISSOLUTION.

                           (a) The term of the Partnership shall continue in
full force and effect until December 31, 2034, except that the Partnership shall
be dissolved upon the first to occur of any of the following events:

                                    (i) The occurrence of an Event of Bankruptcy
as to a General Partner or the dissolution, death, removal or withdrawal of a
General Partner unless the business of the Partnership is continued pursuant to
Section 7.3(b) hereof; provided that if a General Partner is on the date of such
occurrence a partnership, the dissolution of such General Partner as a result of
the dissolution, death, withdrawal, removal or Event of



                                      -8-
<PAGE>


Bankruptcy of a partner in such partnership shall not be an event of
dissolution of the Partnership if the business of such General Partner is
continued by the remaining partner or partners, either alone or with additional
partners, and such General Partner and such partners comply with any other
applicable requirements of this Agreement;

                           (ii) The passage of 90 days after the sale or other
disposition of all or substantially all of the assets of the Partnership
(provided that if the Partnership receives an installment obligation as
consideration for such sale or other disposition, the Partnership shall
continue, unless sooner dissolved under the provisions of this Agreement, until
such time as such note or notes are paid in full);

                           (iii) The exchange of all Limited Partnership
Interests (other than any of such interests held by the General Partner or
Affiliates of the General Partner) for REIT Shares or the securities of any
other entity; or

                           (iv) The election by the General Partner that the
Partnership should be dissolved.

                  (b) Upon dissolution of the Partnership (unless the business
of the Partnership is continued pursuant to Section 7.3(b) hereof), the General
Partner (or its trustee, receiver, successor or legal representative) shall
amend or cancel the Certificate and liquidate the Partnership's assets and apply
and distribute the proceeds thereof in accordance with Section 5.6 hereof.
Notwithstanding the foregoing, the liquidating General Partner may either (i)
defer liquidation of, or withhold from distribution for a reasonable time, any
assets of the Partnership (including those necessary to satisfy the
Partnership's debts and obligations), or (ii) distribute the assets to the
Partners in kind.

                  2.5 FILING OF CERTIFICATE AND PERFECTION OF LIMITED
PARTNERSHIP. The General Partner shall execute, acknowledge, record and file at
the expense of the Partnership, any and all amendments to the Certificate and
all requisite fictitious name statements and notices in such places and
jurisdictions as may be necessary to cause the Partnership to be treated as a
limited partnership under, and otherwise to comply with, the laws of each state
or other jurisdiction in which the Partnership conducts business.

                  2.6 CERTIFICATES DESCRIBING PARTNERSHIP UNITS. At the request
of a Limited Partner, the General Partner, at its option, may issue a
certificate summarizing the terms of such Limited Partner's interest in the
Partnership, including the number of Partnership Units owned and the Percentage
Interest represented by such Partnership Units as of the date of such
certificate. Any such certificate (i) shall be in form and substance as approved
by the General Partner, (ii) shall not be negotiable and (iii) shall bear a
legend to the following effect:

            This certificate is not negotiable. The Partnership Units
represented by this certificate are governed by and transferable only in
accordance with the provisions of the Agreement of Limited Partnership of
Fidelity Dividend Capital Operating Partnership, LP, as amended from time to
time.


                                    ARTICLE 3
                           BUSINESS OF THE PARTNERSHIP

         The purpose and nature of the business to be conducted by the
Partnership is (i) to conduct any business that may be lawfully conducted by a
limited partnership organized pursuant to the Act, provided, however, that such
business shall be limited to and conducted in such a manner as to permit the
General Partner at all times to qualify as a REIT, unless the General Partner
otherwise ceases to qualify as a REIT, and in a manner such that the General
Partner will not be subject to any taxes under Section 857 or 4981 of the Code,
(ii) 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 (iii) to do anything necessary or incidental
to the foregoing. In connection with the foregoing, and without limiting the
General Partner's right in its sole and absolute discretion to cease qualifying
as a REIT, the Partners acknowledge that the General Partner's current status as
a REIT and the avoidance of income and excise taxes on the General Partner
inures to the benefit of all




                                      -9-
<PAGE>


the Partners and not solely to the General Partner. Notwithstanding the
foregoing, the Limited Partners agree that the General Partner may terminate its
status as a REIT under the Code at any time to the full extent permitted under
the Articles of Incorporation. The General Partner on behalf of the Partnership
shall also be empowered to do any and all acts and things necessary or prudent
to ensure that the Partnership will not be classified as a "publicly traded
partnership" for purposes of Section 7704 of the Code.


                                    ARTICLE 4
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

                  4.1 CAPITAL CONTRIBUTIONS. The General Partner and the initial
Limited Partners have made capital contributions to the Partnership in exchange
for the Partnership Interests set forth opposite their names on Exhibit A, as
such Exhibit may be amended from time to time.

                  4.2 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF
ADDITIONAL PARTNERSHIP INTERESTS. Except as provided in this Section 4.2 or in
Section 4.3, the Partners shall have no right or obligation to make any
additional Capital Contributions or loans to the Partnership. The General
Partner may contribute additional capital to the Partnership, from time to time,
and receive additional Partnership Interests in respect thereof, in the manner
contemplated in this Section 4.2.

             (a) Issuances of Additional Partnership Interests.

                           (i) General. The General Partner is hereby authorized
to cause the Partnership to issue such additional Partnership Interests in the
form of Partnership Units for any Partnership purpose at any time or from time
to time, to the Partners (including the General Partner) 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, all without the
approval of any Limited Partners. Any additional Partnership Interests issued
thereby may be issued in one or more classes, or one or more series of any of
such classes, with such designations, preferences and relative, participating,
optional or other special rights, powers and duties, including rights, powers
and duties senior to Limited Partnership Interests, all as shall be determined
by the General Partner in its sole and absolute discretion and without the
approval of any Limited Partner, subject to Delaware law, including, without
limitation, (i) the allocations of items of Partnership income, gain, loss,
deduction and credit to each such class or series of Partnership Interests; (ii)
the right of each such class or series of Partnership Interests to share in
Partnership distributions; and (iii) the rights of each such class or series of
Partnership Interests upon dissolution and liquidation of the Partnership;
provided, however, that no additional Partnership Interests shall be issued to
the General Partner unless:

                           (1) (A) the additional Partnership Interests are
issued in connection with an issuance of REIT Shares of or other interests in
the General Partner, which shares or interests have designations, preferences
and other rights, all such that the economic interests are substantially similar
to the designations, preferences and other rights of the additional Partnership
Interests issued to the General Partner by the Partnership in accordance with
this Section 4.2 and (B) the General Partner shall make a Capital Contribution
to the Partnership in an amount equal to the proceeds raised in connection with
the issuance of such shares of stock of or other interests in the General
Partner;

                           (2) the additional Partnership Interests are issued
in exchange for property owned by the General Partner with a fair market value,
as determined by the General Partner, in good faith, equal to the value of the
Partnership Interests; or

                           (3) the additional Partnership Interests are issued
to all Partners holding Partnership Units in proportion to their respective
Percentage Interests. Without limiting the foregoing, the General Partner is
expressly authorized to cause the Partnership to issue Partnership Units for
less than fair market value, so long as the General Partner concludes in good
faith that such issuance is in the best interests of the General Partner and the
Partnership.





                                      -10-
<PAGE>


                           (ii) Upon Issuance of Additional Securities. The
General Partner shall not issue any Additional Securities other than to all
holders of REIT Shares, unless (A) the General Partner shall cause the
Partnership to issue to the General Partner, as the General Partner may
designate, Partnership Interests or rights, options, warrants or convertible or
exchangeable securities of the Partnership having designations, preferences and
other rights, all such that the economic interests are substantially similar to
those of the Additional Securities, and (B) the General Partner contributes the
proceeds from the issuance of such Additional Securities and from any exercise
of rights contained in such Additional Securities, directly and through the
General Partner, to the Partnership; provided, however, that the General Partner
is allowed to issue Additional Securities in connection with an acquisition of a
property to be held directly by the General Partner, but if and only if, such
direct acquisition and issuance of Additional Securities have been approved and
determined to be in the best interests of the General Partner and the
Partnership by a majority of the Directors (as defined in the General Partner's
Articles of Incorporation). Without limiting the foregoing, the General Partner
is expressly authorized to issue Additional Securities for less than fair market
value, and to cause the Partnership to issue to the General Partner
corresponding Partnership Interests, so long as (x) the General Partner
concludes in good faith that such issuance is in the best interests of the
General Partner and the Partnership, including without limitation, the issuance
of REIT Shares and corresponding Partnership Units pursuant to an employee share
purchase plan providing for employee purchases of REIT Shares at a discount from
fair market value or employee stock options that have an exercise price that is
less than the fair market value of the REIT Shares, either at the time of
issuance or at the time of exercise, and (y) the General Partner contributes all
proceeds from such issuance to the Partnership. For example, in the event the
General Partner issues REIT Shares for a cash purchase price and contributes all
of the proceeds of such issuance to the Partnership as required hereunder, the
General Partner shall be issued a number of additional Partnership Units equal
to the product of (A) the number of such REIT Shares issued by the General
Partner, the proceeds of which were so contributed, multiplied by (B) a
fraction, the numerator of which is 100%, and the denominator of which is the
Conversion Factor in effect on the date of such contribution.

                           (b) Certain Deemed Contributions of Proceeds of
Issuance of REIT Shares. In connection with any and all issuances of REIT
Shares, the General Partner shall make Capital Contributions to the Partnership
of the proceeds therefrom, provided that if the proceeds actually received and
contributed by the General Partner are less than the gross proceeds of such
issuance as a result of any underwriter's discount or other expenses paid or
incurred in connection with such issuance, then the General Partner shall be
deemed to have made Capital Contributions to the Partnership in the aggregate
amount of the gross proceeds of such issuance and the Partnership shall be
deemed simultaneously to have paid such offering expenses in accordance with
Section 6.5 hereof and in connection with the required issuance of additional
Partnership Units to the General Partner for such Capital Contributions pursuant
to Section 4.2(a) hereof.


            4.3 ADDITIONAL FUNDING. If the General Partner determines that it is
in the best interests of the Partnership to provide for additional Partnership
funds ("Additional Funds") for any Partnership purpose, the General Partner may
(i) cause the Partnership to obtain such funds from outside borrowings, or (ii)
elect to have the General Partner or any of its Affiliates provide such
Additional Funds to the Partnership through loans or otherwise.

                  4.4 CAPITAL ACCOUNTS. A separate capital account (a "Capital
Account") shall be established and maintained for each Partner in accordance
with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner
acquires an additional Partnership Interest in exchange for more than a de
minimis Capital Contribution, (ii) the Partnership distributes to a Partner more
than a de minimis amount of Partnership property or money as consideration for a
Partnership Interest, or (iii) the Partnership is liquidated within the meaning
of Regulation Section 1.704-1(b)(2)(ii)(g), the General Partner shall revalue
the property of the Partnership to its fair market value (as determined by the
General Partner, in its sole and absolute discretion, and taking into account
Section 7701(g) of the Code) in accordance with Regulations Section
1.704-1(b)(2)(iv)(f). When the Partnership's property is revalued by the General
Partner, the Capital Accounts of the Partners shall be adjusted in accordance
with Regulations Sections 1.704 1(b)(2)(iv)(f) and (g), which generally require
such Capital Accounts to be adjusted to reflect the manner in which the
unrealized gain or loss inherent in such property (that has not been reflected
in the Capital Accounts previously) would be allocated among the Partners
pursuant to Section 5.1 if there were a taxable disposition of such property for
its fair market value (as determined by the General Partner, in its sole and
absolute discretion, and taking into account Section 7701(g) of the Code) on the
date of the revaluation.


                                      -11-
<PAGE>


                  4.5 PERCENTAGE INTERESTS. If the number of outstanding
Partnership Units increases or decreases during a taxable year, each Partner's
Percentage Interest shall be adjusted by the General Partner effective as of the
effective date of each such increase or decrease to a percentage equal to the
number of Partnership Units held by such Partner divided by the aggregate number
of Partnership Units outstanding after giving effect to such increase or
decrease. If the Partners' Percentage Interests are adjusted pursuant to this
Section 4.5, the Profits and Losses for the taxable year in which the adjustment
occurs shall be allocated between the part of the year ending on the day when
the Partnership's property is revalued by the General Partner and the part of
the year beginning on the following day either (i) as if the taxable year had
ended on the date of the adjustment or (ii) based on the number of days in each
part. The General Partner, in its sole and absolute discretion, shall determine
which method shall be used to allocate Profits and Losses for the taxable year
in which the adjustment occurs. The allocation of Profits and Losses for the
earlier part of the year shall be based on the Percentage Interests before
adjustment, and the allocation of Profits and Losses for the later part shall be
based on the adjusted Percentage Interests.

                  4.6 NO INTEREST ON CONTRIBUTIONS. No Partner shall be entitled
to interest on its Capital Contribution.

                  4.7 RETURN OF CAPITAL CONTRIBUTIONS. No Partner shall be
entitled to withdraw any part of its Capital Contribution or its Capital Account
or to receive any distribution from the Partnership, except as specifically
provided in this Agreement. Except as otherwise provided herein, there shall be
no obligation to return to any Partner or withdrawn Partner any part of such
Partner's Capital Contribution for so long as the Partnership continues in
existence.

             4.8 NO THIRD PARTY BENEFICIARY. No creditor or other third party
having dealings with the Partnership shall have the right to enforce the right
or obligation of any Partner to make Capital Contributions or loans or to pursue
any other right or remedy hereunder or at law or in equity, it being understood
and agreed that the provisions of this Agreement shall be solely for the benefit
of, and may be enforced solely by, the parties hereto and their respective
successors and assigns. None of the rights or obligations of the Partners herein
set forth to make Capital Contributions or loans to the Partnership shall be
deemed an asset of the Partnership for any purpose by any creditor or other
third party, nor may such rights or obligations be sold, transferred or assigned
by the Partnership or pledged or encumbered by the Partnership to secure any
debt or other obligation of the Partnership or of any of the Partners. In
addition, it is the intent of the parties hereto that no distribution to any
Limited Partner shall be deemed a return of money or other property in violation
of the Act. However, if any court of competent jurisdiction holds that,
notwithstanding the provisions of this Agreement, any Limited Partner is
obligated to return such money or property, such obligation shall be the
obligation of such Limited Partner and not of the General Partner. Without
limiting the generality of the foregoing, a deficit Capital Account of a Partner
shall not be deemed to be a liability of such Partner nor an asset or property
of the Partnership.


                                    ARTICLE 5
                        PROFITS AND LOSSES; DISTRIBUTIONS

                  5.1 ALLOCATION OF PROFIT AND LOSS.

                           (a) General. Profit and Loss (or items thereof) of
the Partnership for each fiscal year or
other applicable period of the Partnership shall be allocated among the OP Unit
holders in accordance with their respective Percentage Interests.

                           (b) General Partner Gross Income Allocation. There
shall be specially allocated to the General
Partner an amount of (i) first, items of Partnership income and (ii) second,
items of Partnership gain during each fiscal year or other applicable period,
before any other allocations are made hereunder, in an amount equal to the
excess, if any, of the cumulative distributions made to the General Partner
under Section 6.5(b) over the cumulative allocations of Partnership income and
gain to the General Partner under this Section 5.1(b).





                                      -12-
<PAGE>


             (c) Special Allocation with Respect to Sales. The items of Profit
and Loss of the Partnership for each fiscal year or other applicable period from
Sales, other than any such items allocated under Section 5.1(b), shall be
allocated among the Partners in a manner that will, as nearly as possible (after
giving effect to the allocations under Section 5.1(a), 5.1(b) and 5.1(d), cause
the Capital Account balance of each Partner at the end of such fiscal year or
other applicable period to equal (i) the amount of the hypothetical distribution
that such Partner would receive if the Partnership were liquidated on the last
day of such period and all assets of the Partnership, including cash, were sold
for cash equal to their Carrying Value, taking into account any adjustments
thereto for such period, all liabilities of the Partnership were satisfied in
full in cash according to their terms (limited with respect to each non-recourse
liability to the Carrying Value of the assets securing such liability) and Net
Sales Proceeds (after satisfaction of such liabilities) were distributed in full
pursuant to Section 5.2(b)(i), minus (ii) the sum of such Partner's share of
Partnership Minimum Gain and Partner Non-recourse Debt Minimum Gain and the
amount, if any and without duplication, that the Partner would be obligated to
contribute to the capital of the Partnership, all computed as of the date of the
hypothetical sale of assets.

                  (d) Non-recourse Deductions; Minimum Gain Charge back.
Notwithstanding any provision to the contrary, (i) any expense of the
Partnership that is a "no-recourse deduction" within the meaning of Regulations
Section 1.704-2(b)(1) shall be allocated in accordance with the Partners'
respective Percentage Interests, (ii) any expense of the Partnership that is a
"partner non-recourse deduction" within the meaning of Regulations Section
1.704-2(i)(2) shall be allocated to the Partner that bears the "economic risk of
loss" with respect to the liability to which such deductions are attributable in
accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net
decrease in Partnership Minimum Gain within the meaning of Regulations Section
1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions
set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain
and income shall be allocated among the Partners in accordance with Regulations
Section 1.704-2(f) and the ordering rules contained in Regulations Section
1.704-2(j), and (iv) if there is a net decrease in Partner Non-recourse Debt
Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any
Partnership taxable year, then, subject to the exceptions set forth in
Regulations Section 1.704-(2)(g), items of gain and income shall be allocated
among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the
ordering rules contained in Regulations Section 1.704-2(j). A Partner's
"interest in partnership profits" for purposes of determining its share of the
excess non-recourse liabilities of the Partnership within the meaning of
Regulations Section 1.752-3(a)(3) shall be such Partner's Percentage Interest.

                  (e) Qualified Income Offset. If a Partner unexpectedly
receives in any taxable year an adjustment, allocation, or distribution
described in subparagraphs (4), (5), or (6) of Regulations Section
1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such
Partner's Capital Account that exceeds the sum of such Partner's shares of
Partnership Minimum Gain and Partner Non-recourse Debt Minimum Gain, as
determined in accordance with Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5), such Partner shall be allocated specially for such taxable year
(and, if necessary, later taxable years) items of income and gain in an amount
and manner sufficient to eliminate such deficit Capital Account balance as
quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d).
This Section 5.1(e) is intended to constitute a "qualified income offset" under
Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith. After the occurrence of an allocation of income or gain
to a Partner in accordance with this Section 5.1(e), to the extent permitted by
Regulations Section 1.704-1(b), items of expense or loss shall be allocated to
such Partner in an amount necessary to offset the income or gain previously
allocated to such Partner under this Section 5.1(e).

                  (f) Capital Account Deficits. Loss (or items of Loss) shall
not be allocated to a Limited Partner to the extent that such allocation would
cause or increase a deficit in such Partner's Capital Account at the end of any
fiscal year (after reduction to reflect the items described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such
Partner's shares of Partnership Minimum Gain and Partner Non-recourse Debt
Minimum Gain, as determined in accordance with Regulations Sections 1.704
2(g)(1) and 1.704-2(i)(5). Any Loss in excess of that limitation shall be
allocated to the General Partner. After the occurrence of an allocation of Loss
to the General Partner in accordance with this Section 5.1(d), to the extent
permitted by Regulations Section 1.704-1(b), Profit shall be allocated to such
Partner in an amount necessary to offset the Loss previously allocated to such
Partner under this Section 5.1(f).



                                      -13-
<PAGE>

                  (g) Allocations Between Transferor and Transferee. If a
Partner transfers any part or all of its Partnership Interest, the distributive
shares of the various items of Profit and Loss allocable among the Partners
during such fiscal year of the Partnership shall be allocated between the
transferor and the transferee Partner either (i) as if the Partnership's fiscal
year had ended on the date of the transfer, or (ii) based on the number of days
of such fiscal year that each was a Partner without regard to the results of
Partnership activities in the respective portions of such fiscal year in which
the transferor and the transferee were Partners. The General Partner, in its
sole and absolute discretion, shall determine which method shall be used to
allocate the distributive shares of the various items of Profit and Loss between
the transferor and the transferee Partner.

                  (h) Definition of Profit and Loss. "Profit" and "Loss" and any
items of income, gain, expense, or loss referred to in this Agreement shall be
determined in accordance with federal income tax accounting principles, as
modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss
shall not include items of income, gain and expense that are specially allocated
pursuant to Sections 5.1(b), 5.1(c), 5.1(d), 5.1(e) or 5.1(f). All allocations
of Profit and Loss (and all items contained therein) for federal income tax
purposes shall be identical to all allocations of such items set forth in this
Section 5.1, except as otherwise required by Section 704(c) of the Code and
Regulations Section 1.704-1(b)(4). The General Partner shall have the authority
to elect the method to be used by the Partnership for allocating items of
income, gain, and expense as required by Section 704(c) of the Code including a
method that may result in a Partner receiving a disproportionately larger share
of the Partnership tax depreciation deductions, and such election shall be
binding on all Partners.

                  (i) Curative Allocations. The allocations set forth in Section
5.1(d), (e) and (f) of this Agreement (the "Regulatory Allocations") are
intended to comply with certain requirements of the Regulations. The General
Partner is authorized to offset all Regulatory Allocations either with other
Regulatory Allocations or with special allocations of other items of Partnership
income, gain, loss or deduction pursuant to this Section 5.1(i). Therefore,
notwithstanding any other provision of this Section 5.1 (other than the
Regulatory Allocations), the General Partner shall make such offsetting special
allocations of Partnership income, gain, loss or deduction in whatever manner it
deems appropriate so that, after such offsetting allocations are made, each
Partner's Capital Account is, to the extent possible, equal to the Capital
Account balance such Partner would have had if the Regulatory Allocations were
not part of this Agreement and all Partnership items were allocated pursuant to
Section 5.1(a), (b), (c) and (g).


            5.2 DISTRIBUTION OF CASH.

                  (a) The Partnership shall distribute cash on a quarterly (or,
at the election of the General Partner, more frequent) basis, in an amount
determined by the General Partner in its sole and absolute discretion, to the
Partners who are Partners on the Partnership Record Date with respect to such
quarter (or other distribution period) in accordance with Section 5.2(b);
provided, however, that if a new or existing Partner acquires an additional
Partnership Interest in exchange for a Capital Contribution on any date other
than a Partnership Record Date, the cash distribution attributable to such
additional Partnership Interest relating to the Partnership Record Date next
following the issuance of such additional Partnership Interest shall be reduced
in the proportion equal to one minus (i) the number of days that such additional
Partnership Interest is held by such Partner bears to (ii) the number of days
between such Partnership Record Date and the immediately preceding Partnership
Record Date.

                  (b) Except for distributions pursuant to Section 5.6 of this
Agreement in connection with the dissolution and liquidation of the Partnership
and subject to the provisions of Section 5.2(c), 5.2(d), 5.3 and 5.5 of this
Agreement, distributions shall be made in accordance with the following
provisions:

                  (i) all distributions of Net Sales Proceeds shall be made: (A)
first, 100% to the OP Unit holders in accordance with their respective
Percentage Interests on the Partnership Record Date until the OP Unit holders
have received cumulative distributions under this Section 5.2(b) equal to the
aggregate Capital Contributions made by the OP Unit holders to the Partnership
plus a cumulative, non-compounded rate of return thereon of 7% per annum,
determined by taking into account the dates on which all such Capital
Contributions and distributions were made and (B) second, 85% to the OP Unit
holders in accordance with their respective Percentage Interests on the
Partnership Record Date.


                                      -14-
<PAGE>

                  (ii) all distributions of cash other than Net Sales Proceeds
shall be made to the OP Unit holders in accordance with their respective
Percentage Interests on the Partnership Record Date.

                  (c) Notwithstanding any other provision of this Agreement, the
General Partner is authorized to take any action that it determines to be
necessary or appropriate to cause the Partnership to comply with any withholding
requirements established under the Code or any other federal, state or local law
including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of
the Code. To the extent that the Partnership is required to withhold and pay
over to any taxing authority any amount resulting from the allocation or
distribution of income to any Partner or assignee (including by reason of
Section 1446 of the Code), either (i) if the actual amount to be distributed to
the Partner equals or exceeds the amount required to be withheld by the
Partnership, the amount withheld shall be treated as a distribution of cash in
the amount of such withholding to such Partner, or (ii) if the actual amount to
be distributed to the Partner is less than the amount required to be withheld by
the Partnership, the actual amount shall be treated as a distribution of cash in
the amount of such withholding and the additional amount required to be withheld
shall be treated as a loan (a "Partnership Loan") from the Partnership to the
Partner on the day the Partnership pays over such amount to a taxing authority.
A Partnership Loan shall be repaid through withholding by the Partnership with
respect to subsequent distributions to the applicable Partner or assignee. In
the event that a Limited Partner (a "Defaulting Limited Partner") fails to pay
any amount owed to the Partnership with respect to the Partnership Loan within
15 days after demand for payment thereof is made by the Partnership on the
Limited Partner, the General Partner, in its sole and absolute discretion, may
elect to make the payment to the Partnership on behalf of such Defaulting
Limited Partner. In such event, on the date of payment, the General Partner
shall be deemed to have extended a loan (a "General Partner Loan") to the
Defaulting Limited Partner in the amount of the payment made by the General
Partner and shall succeed to all rights and remedies of the Partnership against
the Defaulting Limited Partner as to that amount. Without limitation, the
General Partner shall have the right to receive any distributions that otherwise
would be made by the Partnership to the Defaulting Limited Partner until such
time as the General Partner Loan has been paid in full, and any such
distributions so received by the General Partner shall be treated as having been
received by the Defaulting Limited Partner and immediately paid to the General
Partner.

            Any amounts treated as a Partnership Loan or a General Partner Loan
pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the
base rate on corporate loans at large United States money center commercial
banks, as published from time to time in The Wall Street Journal, or (ii) the
maximum lawful rate of interest on such obligation, such interest to accrue from
the date the Partnership or the General Partner, as applicable, is deemed to
extend the loan until such loan is repaid in full.

                  (d) In no event may a Partner receive a distribution of cash
with respect to a Partnership Unit if such Partner is entitled to receive a cash
distribution as the holder of record of a REIT Share for which all or part of
such Partnership Unit has been or will be exchanged.

                  5.3 REIT DISTRIBUTION REQUIREMENTS. The General Partner shall
use its commercially reasonable efforts to cause the Partnership to distribute
amounts sufficient to enable the General Partner to make shareholder
distributions that will allow the General Partner to (i) meet its distribution
requirement for qualification as a REIT as set forth in Section 857 of the Code
and (ii) avoid any federal income or excise tax liability imposed by the Code.

                  5.4 NO RIGHT TO DISTRIBUTIONS IN KIND. No Partner shall be
entitled to demand property other than cash in connection with any distributions
by the Partnership.

                  5.5 LIMITATIONS ON RETURN OF CAPITAL CONTRIBUTIONS.
Notwithstanding any of the provisions of this Article 5, no Partner shall have
the right to receive and the General Partner shall not have the right to make, a
distribution that includes a return of all or part of a Partner's Capital
Contributions, unless after giving effect to the return of a Capital
Contribution, the sum of all Partnership liabilities, other than the liabilities
to a Partner for the return of his Capital Contribution, does not exceed the
fair market value of the Partnership's assets.






                                      -15-
<PAGE>


                  5.6 DISTRIBUTIONS UPON LIQUIDATION. Upon liquidation of the
Partnership, after payment of, or adequate provision for, debts and obligations
of the Partnership, including any Partner loans, any remaining assets of the
Partnership shall be distributed to all Partners in accordance with Section
5.2(b), but only to the extent of the positive balance of the Capital Account of
each Partner. For purposes of the preceding sentence, the Capital Account of
each Partner shall be determined after all adjustments have been made in
accordance with Sections 4.4, 5.1 and 5.2 resulting from Partnership operations
and from all sales and dispositions of all or any part of the Partnership's
assets. Notwithstanding any other provision of this Agreement, the amount by
which the value, as determined in good faith by the General Partner, of any
property other than cash to be distributed in kind to the Partners exceeds or is
less than the Carrying Value of such property shall, to the extent not otherwise
recognized by the Partnership, be taken into account in computing Profit and
Loss of the Partnership for purposes of crediting or charging the Capital
Accounts of, and distributing proceeds to, the Partners, pursuant to this
Agreement. To the extent deemed advisable by the General Partner, appropriate
arrangements (including the use of a liquidating trust) may be made to assure
that adequate funds are available to pay any contingent debts or obligations.

                  5.7 SUBSTANTIAL ECONOMIC EFFECT. It is the intent of the
Partners that the allocations of Profit and Loss under this Agreement have
substantial economic effect (or be consistent with the Partners' interests in
the Partnership in the case of the allocation of losses attributable to
non-recourse debt) within the meaning of Section 704(b) of the Code as
interpreted by the Regulations promulgated pursuant thereto. Article 5 and other
relevant provisions of this Agreement shall be interpreted in a manner
consistent with such intent.


                                    ARTICLE 6
                             RIGHTS, OBLIGATIONS AND
                          POWERS OF THE GENERAL PARTNER

                  6.1 MANAGEMENT OF THE PARTNERSHIP.

                  (a) Except as otherwise expressly provided in this Agreement,
the General Partner shall have full, complete and exclusive discretion to manage
and control the business of the Partnership for the purposes herein stated, and
shall make all decisions affecting the business and assets of the Partnership.
Subject to the restrictions specifically contained in this Agreement, the powers
of the General Partner shall include, without limitation, the authority to take
the following actions on behalf of the Partnership:

                  (i) to acquire, purchase, own, operate, lease and dispose of
any real property and any other property or assets including, but not limited to
notes and mortgages, that the General Partner determines are necessary or
appropriate or in the best interests of the business of the Partnership;

                  (ii) to construct buildings and make other improvements on the
properties owned or leased by the Partnership;

                  (iii) to authorize, issue, sell, redeem or otherwise purchase
any Partnership Interests or any securities (including secured and unsecured
debt obligations of the Partnership, debt obligations of the Partnership
convertible into any class or series of Partnership Interests, or options,
rights, warrants or appreciation rights relating to any Partnership Interests)
of the Partnership;

                  (iv) to borrow or lend money for the Partnership, issue or
receive evidences of indebtedness in connection therewith, refinance, increase
the amount of, modify, amend or change the terms of, or extend the time for the
payment of, any such indebtedness, and secure such indebtedness by mortgage,
deed of trust, pledge or other lien on the Partnership's assets;

                  (v) to pay, either directly or by reimbursement, for all
operating costs and general administrative expenses of the Partnership to third
parties or to the General Partner or its Affiliates as set forth in this
Agreement;





                                      -16-
<PAGE>


                  (vi) to guarantee or become a co-maker of indebtedness of the
General Partner or any Subsidiary thereof, refinance, increase the amount of,
modify, amend or change the terms of, or extend the time for the payment of, any
such guarantee or indebtedness, and secure such guarantee or indebtedness by
mortgage, deed of trust, pledge or other lien on the Partnership's assets;

                  (vii) to use assets of the Partnership (including, without
limitation, cash on hand) for any purpose consistent with this Agreement,
including, without limitation, payment, either directly or by reimbursement, of
all operating costs and general administrative expenses of the General Partner,
the Partnership or any Subsidiary of either, to third parties or to the General
Partner as set forth in this Agreement;

                  (viii) to lease all or any portion of any of the Partnership's
assets, whether or not the terms of such leases extend beyond the termination
date of the Partnership and whether or not any portion of the Partnership's
assets so leased are to be occupied by the lessee, or, in turn, subleased in
whole or in part to others, for such consideration and on such terms as the
General Partner may determine;

                  (ix) to prosecute, defend, arbitrate, or compromise any and
all claims or liabilities in favor of or against the Partnership, on such terms
and in such manner as the General Partner may reasonably determine, and
similarly to prosecute, settle or defend litigation with respect to the
Partners, the Partnership, or the Partnership's assets; provided, however, that
the General Partner may not, without the consent of all of the Partners, confess
a judgment against the Partnership that is in excess of $20,000 or is not
covered by insurance;

                  (x) to file applications, communicate, and otherwise deal with
any and all governmental agencies having jurisdiction over, or in any way
affecting, the Partnership's assets or any other aspect of the Partnership
business;

                  (xi) to make or revoke any election permitted or required of
the Partnership by any taxing authority;

                  (xii) to maintain such insurance coverage for public
liability, fire and casualty, and any and all other insurance for the protection
of the Partnership, for the conservation of Partnership assets, or for any other
purpose convenient or beneficial to the Partnership, in such amounts and such
types, as it shall determine from time to time;

                  (xiii) to determine whether or not to apply any insurance
proceeds for any property to the restoration of such property or to distribute
the same;

                  (xiv) to establish one or more divisions of the Partnership,
to hire and dismiss employees of the Partnership or any division of the
Partnership, and to retain legal counsel, accountants, consultants, real estate
brokers, and such other persons, as the General Partner may deem necessary or
appropriate in connection with the Partnership business and to pay there for
such reasonable remuneration as the General Partner may deem reasonable and
proper;

                  (xv) to retain other services of any kind or nature in
connection with the Partnership business, and to pay there for such remuneration
as the General Partner may deem reasonable and proper;

                  (xvi) to negotiate and conclude agreements on behalf of the
Partnership with respect to any of the rights, powers and authority conferred
upon the General Partner;

                  (xvii) to maintain accurate accounting records and to file
promptly all federal, state and local income tax returns on behalf of the
Partnership;

                  (xviii) to distribute Partnership cash or other Partnership
assets in accordance with this Agreement;






                                      -17-
<PAGE>


                  (xix) to form or acquire an interest in, and contribute
property to, any further limited or general partnerships, joint ventures or
other relationships that it deems desirable (including, without limitation, the
acquisition of interests in, and the contributions of property to, its
Subsidiaries and any other Person in which it has an equity interest from time
to time);

                  (xx) to establish Partnership reserves for working capital,
capital expenditures, contingent liabilities, or any other valid Partnership
purpose;

                  (xxi) to merge, consolidate or combine the Partnership with or
into another Person;

                  (xxii) to do any and all acts and things necessary or prudent
to ensure that the Partnership will not be classified as a "publicly traded
partnership" for purposes of Section 7704 of the Code; and

                  (xxiii) to take such other action, execute, acknowledge, swear
to or deliver such other documents and instruments, and perform any and all
other acts that the General Partner deems necessary or appropriate for the
formation, continuation and conduct of the business and affairs of the
Partnership (including, without limitation, all actions consistent with allowing
the General Partner at all times to qualify as a REIT unless the General Partner
voluntarily terminates its REIT status) and to possess and enjoy all of the
rights and powers of a general partner as provided by the Act.

                  (b) Except as otherwise provided herein, to the extent the
duties of the General Partner require expenditures of funds to be paid to third
parties, the General Partner shall not have any obligations hereunder except to
the extent that partnership funds are reasonably available to it for the
performance of such duties, and nothing herein contained shall be deemed to
authorize or require the General Partner, in its capacity as such, to expend its
individual funds for payment to third parties or to undertake any individual
liability or obligation on behalf of the Partnership.


             6.2 DELEGATION OF AUTHORITY. The General Partner may delegate any
or all of its powers, rights and obligations hereunder, and may appoint, employ,
contract or otherwise deal with any Person for the transaction of the business
of the Partnership, which Person may, under supervision of the General Partner,
perform any acts or services for the Partnership as the General Partner may
approve.

                  6.3 INDEMNIFICATION AND EXCULPATION OF INDEMNITEES.

                  (a) The Partnership shall indemnify an Indemnitee from and
against any and all losses, claims, damages, liabilities, joint or several,
expenses (including reasonable 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: (i) the act or omission of
the Indemnitee was material to the matter giving rise to the proceeding and
either was committed in bad faith or was the result of active and deliberate
dishonesty; (ii) the Indemnitee actually received an improper personal benefit
in money, property or services; or (iii) in the case of any criminal proceeding,
the Indemnitee had reasonable cause to believe that the act or omission was
unlawful. 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 6.3(a). 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 6.3(a). Any indemnification pursuant to this Section 6.3 shall be
made only out of the assets of the Partnership.


                  (b) The Partnership shall reimburse an Indemnitee for
reasonable expenses incurred by an Indemnitee who is a party to a proceeding in
advance of the final disposition of the proceeding upon receipt by the
Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's
good faith belief that the




                                      -18-
<PAGE>


 standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 6.3 has been met, and (ii) 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.

                  (c) The indemnification provided by this Section 6.3 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.

                  (d) 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.

                  (e) For purposes of this Section 6.3, the Partnership shall be
deemed to have requested an Indemnitee to serve as fiduciary of an employee
benefit plan whenever the performance by it of its duties to the Partnership
also imposes duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute fines within the meaning of this Section 6.3; and actions taken
or omitted by the Indemnitee with respect to an employee benefit plan in the
performance of its duties for a purpose reasonably believed by it to be in the
interest of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the Partnership.

                  (f) In no event may an Indemnitee subject the Limited Partners
to personal liability by reason of the indemnification provisions set forth in
this Agreement.

                  (g) An Indemnitee shall not be denied indemnification in whole
or in part under this Section 6.3 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

                  (h) The provisions of this Section 6.3 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.

                  6.4 LIABILITY OF THE GENERAL PARTNER.

                  (a) Notwithstanding anything to the contrary set forth in this
Agreement, the General Partner shall not be liable for monetary damages to the
Partnership or any Partners for losses sustained or liabilities incurred as a
result of errors in judgment or of any act or omission if the General Partner
acted in good faith. The General Partner shall not be in breach of any duty that
the General Partner may owe to the Limited Partners or the Partnership or any
other Persons under this Agreement or of any duty stated or implied by law or
equity provided the General Partner, acting in good faith, abides by the terms
of this Agreement.

                  (b) The Limited Partners expressly acknowledge that the
General Partner is acting on behalf of the Partnership, itself and its
shareholders collectively, that the General Partner is under no obligation to
consider the separate interests of the Limited Partners (including, without
limitation, the tax consequences to Limited Partners or the tax consequences of
some, but not all, of the Limited Partners) in deciding whether to cause the
Partnership to take (or decline to take) any actions. In the event of a conflict
between the interests of its shareholders on one hand and the Limited Partners
on the other, the General Partner shall endeavor in good faith to resolve the
conflict in a manner not adverse to either its shareholders or the Limited
Partners; provided, however, that for so long as the General Partner directly
owns a controlling interest in the Partnership, any such conflict that the
General Partner, in its sole and absolute discretion, determines cannot be
resolved in a manner not adverse to either its shareholders or the Limited
Partner shall be resolved in favor of the shareholders. The General Partner
shall not 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 has acted in good faith.



                                      -19-
<PAGE>


                  (c) Subject to its obligations and duties as General Partner
set forth in Section 6.1 hereof, the General Partner may exercise any of the
powers granted to it under this Agreement and perform any of the duties imposed
upon it hereunder either directly or by or through its agents. The General
Partner shall not be responsible for any misconduct or negligence on the part of
any such agent appointed by it in good faith.

                  (d) Notwithstanding any other provisions of this Agreement or
the Act, any action of the General Partner on behalf of the Partnership or any
decision of the General Partner to refrain from acting on behalf of the
Partnership, undertaken in the good faith belief that such action or omission is
necessary or advisable in order (i) to protect the ability of the General
Partner to continue to qualify as a REIT or (ii) to prevent the General Partner
from incurring any taxes under Section 857, Section 4981, or any other provision
of the Code, is expressly authorized under this Agreement and is deemed approved
by all of the Limited Partners.

                  (e) Any amendment, modification or repeal of this Section 6.4
or any provision hereof shall be prospective only and shall not in any way
affect the limitations on the General Partner's liability to the Partnership and
the Limited Partners under this Section 6.4 as in effect immediately prior to
such amendment, modification or repeal with respect to matters occurring, in
whole or in part, prior to such amendment, modification or repeal, regardless of
when claims relating to such matters may arise or be asserted.


            6.5 REIMBURSEMENT OF GENERAL PARTNER.

                  (a) Except as provided in this Section 6.5 and elsewhere in
this Agreement (including the provisions of Articles 5 and 6 regarding
distributions, payments, and allocations to which it may be entitled), the
General Partner shall not be compensated for its services as general partner of
the Partnership.

                  (b) The General Partner shall be reimbursed on a monthly
basis, or such other basis as the General Partner may determine in its sole and
absolute discretion, for all Administrative Expenses incurred by the General
Partner.

                  6.6 OUTSIDE ACTIVITIES. Subject to Section 6.8 hereof, the
Articles of Incorporation of the General Partner and any agreements entered into
by the General Partner or its Affiliates with the Partnership or a Subsidiary,
any officer, director, employee, agent, trustee, Affiliate or shareholder of the
General Partner, the General 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 substantially similar
or identical to those of the Partnership. Neither the Partnership nor any of the
Limited Partners shall have any rights by virtue of this Agreement in any such
business ventures, interest or activities. None of the Limited Partners nor any
other Person shall have any rights by virtue of this Agreement or the
partnership relationship established hereby in any such business ventures,
interests or activities, and the General Partner shall have no obligation
pursuant to this Agreement to offer any interest in any such business ventures,
interests and activities to the Partnership or any Limited Partner, even if such
Opportunity is of a character, which, if presented to the Partnership or any
Limited Partner, could be taken by such Person.


             6.7 EMPLOYMENT OR RETENTION OF AFFILIATES.

                  (a) Any Affiliate of the General Partner may be employed or
retained by the Partnership and may otherwise deal with the Partnership (whether
as a buyer, lessor, lessee, manager, furnisher of goods or services, broker,
agent, lender or otherwise) and may receive from the Partnership any
compensation, price, or other payment therefore which the General Partner
determines to be fair and reasonable.

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





                                      -20-
<PAGE>


                  (c) The Partnership may transfer assets to joint ventures,
other partnerships, corporations or other business entities in which it is or
thereby becomes a participant upon such terms and subject to such conditions as
the General Partner deems are consistent with this Agreement, applicable law and
the REIT status of the General Partner.

                  (d) Except as expressly permitted by this Agreement, neither
the General Partner nor any of its Affiliates shall sell, transfer or convey any
property to, or purchase any property from, the Partnership, directly or
indirectly, except pursuant to transactions that are on terms that are fair and
reasonable to the Partnership.

                  6.8 GENERAL PARTNER PARTICIPATION. The General Partner agrees
that all business activities of the General Partner, including activities
pertaining to the acquisition, development or ownership of office or industrial
property or other property, shall be conducted through the Partnership or one or
more Subsidiary Partnerships; provided, however, that the General Partner is
allowed to make a direct acquisition, but if and only if, such acquisition is
made in connection with the issuance of Additional Securities, which direct
acquisition and issuance have been approved and determined to be in the best
interests of the General Partner and the Partnership by a majority of the
Directors.

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

            6.10 MISCELLANEOUS. In the event the General Partner redeems any
REIT Shares (other than REIT Shares redeemed in accordance with the share
redemption program of the General Partner through proceeds received from the
General Partner's dividend reinvestment plan), then the General Partner shall
cause the Partnership to purchase from the General Partner a number of
Partnership Units as determined based on the application of the Conversion
Factor on the same terms that the General Partner exchanged such REIT Shares.
Moreover, if the General Partner makes a cash tender offer or other offer to
acquire REIT Shares, then the General Partner shall cause the Partnership to
make a corresponding offer to the General Partner to acquire an equal number of
Partnership Units held by the General Partner. In the event any REIT Shares are
exchanged by the General Partner pursuant to such offer, the Partnership shall
redeem an equivalent number of the General Partner's Partnership Units for an
equivalent purchase price based on the application of the Conversion Factor.


                                    ARTICLE 7
                           CHANGES IN GENERAL PARTNER

         7.1 TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST.

                  (a) The General Partner shall not transfer all or any portion
of its General Partnership Interest or withdraw as General Partner except as
provided in or in connection with a transaction contemplated by Section 7.1(c),
(d) or (e).

                  (b) The General Partner agrees that the Percentage Interest
for it will at all times be in the aggregate, at least 1%.






                                      -21-
<PAGE>


                  (c) Except as otherwise provided in Section 6.4(b) or Section
7.1(d) or (e) hereof, the General Partner shall not engage in any merger,
consolidation or other combination with or into another Person or sale of all or
substantially all of its assets, (other than in connection with a change in the
General Partner's state of incorporation or organizational form) in each case
which results in a change of control of the General Partner (a "Transaction"),
unless:

                  (i) the consent of Limited Partners holding more than 50% of
the Percentage Interests of the Limited Partners is obtained;

                  (ii) as a result of such Transaction all Limited Partners will
receive for each Partnership Unit an amount of cash, securities, or other
property equal to the product of the Conversion Factor and the greatest amount
of cash, securities or other property paid in the Transaction to a holder of one
REIT Share in consideration of one REIT Share, provided that if, in connection
with the Transaction, a purchase, tender or exchange offer ("Offer") shall have
been made to and accepted by the holders of more than 50% of the outstanding
REIT Shares, each holder of Partnership Units shall be given the option to
exchange its Partnership Units for the greatest amount of cash, securities, or
other property which a Limited Partner holding Partnership Units would have
received had it (1) exercised its Exchange Right and (2) sold, tendered or
exchanged pursuant to the Offer the REIT Shares received upon exercise of the
Exchange Right immediately prior to the expiration of the Offer.

                  (iii) the General Partner is the surviving entity in the
Transaction and either (A) the holders of REIT Shares do not receive cash,
securities, or other property in the Transaction or (B) all Limited Partners
(other than the General Partner or any Subsidiary) receive in exchange for their
Partnership Units, an amount of cash, securities, or other property (expressed
as an amount per REIT Share) that is no less than the product of the Conversion
Factor and the greatest amount of cash, securities, or other property (expressed
as an amount per REIT Share) received in the Transaction by any holder of REIT
Shares

                  (d) Notwithstanding Section 7.1(c), the General Partner may
merge with or into or consolidate with another entity if immediately after such
merger or consolidation (i) substantially all of the assets of the successor or
surviving entity (the "Survivor"), other than Partnership Units held by the
General Partner, are contributed, directly or indirectly, to the Partnership as
a Capital Contribution in exchange for Partnership Units with a fair market
value equal to the value of the assets so contributed as determined by the
Survivor in good faith and (ii) the Survivor expressly agrees to assume all
obligations of the General Partner, as appropriate, hereunder. Upon such
contribution and assumption, the Survivor shall have the right and duty to amend
this Agreement as set forth in this Section 7.1(d). The Survivor shall in good
faith arrive at a new method for the calculation of the Cash Amount, the REIT
Shares Amount and Conversion Factor for a Partnership Unit after any such merger
or consolidation so as to approximate the existing method for such calculation
as closely as reasonably possible. Such calculation shall take into account,
among other things, the kind and amount of securities, cash and other property
that was receivable upon such merger or consolidation by a holder of REIT Shares
or options, warrants or other rights relating thereto, and which a holder of
Partnership Units could have acquired had such Partnership Units been exchanged
immediately prior to such merger or consolidation. Such amendment to this
Agreement shall provide for adjustment to such method of calculation, which
shall be as nearly equivalent as may be practicable to the adjustments provided
for with respect to the Conversion Factor. The Survivor also shall in good faith
modify the definition of REIT Shares and make such amendments to Sections 8.5
and 8.7 hereof so as to approximate the existing rights and obligations set
forth in Sections 8.5 and 8.7 as closely as reasonably possible. The above
provisions of this Section 7.1(d) shall similarly apply to successive mergers or
consolidations permitted hereunder.

         In respect of any transaction described in the preceding paragraph, the
General Partner is required to use its commercially reasonable efforts to
structure such transaction to avoid causing the Limited Partners to recognize a
gain for federal income tax purposes by virtue of the occurrence of or their
participation in such transaction, provided such efforts are consistent with the
exercise of the Board of Directors' fiduciary duties to the shareholders of the
General Partner under applicable law.

                           (e) Notwithstanding Section 7.1(c),




                                      -22-
<PAGE>


                  (i) a General Partner may transfer all or any portion of its
General Partnership Interest to (A) a wholly-owned Subsidiary of such General
Partner or (B) the owner of all of the ownership interests of such General
Partner, and following a transfer of all of its General Partnership Interest,
may withdraw as General Partner; and

                  (ii) the General Partner may engage in a transaction not
required by law or by the rules of any national securities exchange on which the
REIT Shares are listed to be submitted to the vote of the holders of the REIT
Shares.


            7.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER. A
Person shall be admitted as a substitute or additional General Partner of the
Partnership only if the following terms and conditions are satisfied:

                  (a) the Person to be admitted as a substitute or additional
General Partner shall have accepted and agreed to be bound by all the terms and
provisions of this Agreement by executing a counterpart thereof and such other
documents or instruments as may be required or appropriate in order to effect
the admission of such Person as a General Partner, and a certificate evidencing
the admission of such Person as a General Partner shall have been filed for
recordation and all other actions required by Section 2.5 hereof in connection
with such admission shall have been performed;

                  (b) if the Person to be admitted as a substitute or additional
General Partner is a corporation or a partnership it shall have provided the
Partnership with evidence satisfactory to counsel for the Partnership of such
Person's authority to become a General Partner and to be bound by the terms and
provisions of this Agreement; and

                  (c) counsel for the Partnership shall have rendered an opinion
(relying on such opinions from other counsel and the state or any other
jurisdiction as may be necessary) that the admission of the person to be
admitted as a substitute or additional General Partner is in conformity with the
Act, that none of the actions taken in connection with the admission of such
Person as a substitute or additional General Partner will cause (i) the
Partnership to be classified other than as a partnership for federal tax
purposes, or (ii) the loss of any Limited Partner's limited liability.

         7.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL
 PARTNER.

                  (a) Upon the occurrence of an Event of Bankruptcy as to a
General Partner (and its removal pursuant to Section 7.4(a) hereof) or the
death, withdrawal, removal or dissolution of a General Partner (except that, if
a General Partner is on the date of such occurrence a partnership, the
withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a
partner in, such partnership shall be deemed not to be a dissolution of such
General Partner if the business of such General Partner is continued by the
remaining partner or partners), the Partnership shall be dissolved and
terminated unless the Partnership is continued pursuant to Section 7.3(b)
hereof. The merger of the General Partner with or into any entity that is
admitted as a substitute or successor General Partner pursuant to Section 7.2
hereof shall not be deemed to be the withdrawal, dissolution or removal of the
General Partner.

                  (b) Following the occurrence of an Event of Bankruptcy as to a
General Partner (and its removal pursuant to Section 7.4(a) hereof) or the
death, withdrawal, removal or dissolution of a General Partner (except that, if
a General Partner is on the date of such occurrence a partnership, the
withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a
partner in, such partnership shall be deemed not to be a dissolution of such
General Partner if the business of such General Partner is continued by the
remaining partner or partners), the Limited Partners, within 90 days after such
occurrence, may elect to continue the business of the Partnership for the
balance of the term specified in Section 2.4 hereof by selecting, subject to
Section 7.2 hereof and any other provisions of this Agreement, a substitute
General Partner by consent of a majority in interest of the Limited Partners. If
the Limited Partners elect to continue the business of the Partnership and admit
a substitute General Partner, the relationship with the Partners and of any
Person who has acquired an interest of a Partner in the Partnership shall be
governed by this Agreement.



                                      -23-
<PAGE>


         7.4 REMOVAL OF A GENERAL PARTNER.

                  (a) Upon the occurrence of an Event of Bankruptcy as to, or
the dissolution of, a General Partner, such General Partner shall be deemed to
be removed automatically; provided, however, that if a General Partner is on the
date of such occurrence a partnership, the withdrawal, death, dissolution, Event
of Bankruptcy as to or removal of a partner in such partnership shall be deemed
not to be a dissolution of the General Partner if the business of such General
Partner is continued by the remaining partner or partners. The Limited Partners
may not remove the General Partner, with or without cause.

                  (b) If a General Partner has been removed pursuant to this
Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof,
such General Partner shall promptly transfer and assign its General Partnership
Interest in the Partnership to the substitute General Partner approved by a
majority in interest of the Limited Partners in accordance with Section 7.3(b)
hereof and otherwise admitted to the Partnership in accordance with Section 7.2
hereof. At the time of assignment, the removed General Partner shall be entitled
to receive from the substitute General Partner the fair market value of the
General Partnership Interest of such removed General Partner as reduced by any
damages caused to the Partnership by such General Partner. Such fair market
value shall be determined by an appraiser mutually agreed upon by the General
Partner and a majority in interest of the Limited Partners within 10 days
following the removal of the General Partner. In the event that the parties are
unable to agree upon an appraiser, the removed General Partner and a majority in
interest of the Limited Partners each shall select an appraiser. Each such
appraiser shall complete an appraisal of the fair market value of the removed
General Partner's General Partnership Interest within 30 days of the General
Partner's removal, and the fair market value of the removed General Partner's
General Partnership Interest shall be the average of the two appraisals;
provided, however, that if the higher appraisal exceeds the lower appraisal by
more than 20% of the amount of the lower appraisal, the two appraisers, no later
than 40 days after the removal of the General Partner, shall select a third
appraiser who shall complete an appraisal of the fair market value of the
removed General Partner's General Partnership Interest no later than 60 days
after the removal of the General Partner. In such case, the fair market value of
the removed General Partner's General Partnership Interest shall be the average
of the two appraisals closest in value.

                  (c) The General Partnership Interest of a removed General
Partner, during the time after default until transfer under Section 7.4,
provided such removed General Partner shall not have any rights to participate
in the management and affairs of the Partnership, and shall not be entitled to
any portion of the income, expense, profit, gain or loss allocations or cash
distributions allocable or payable, as the case may be, to the Limited Partners.
Instead, such removed General Partner shall receive and be entitled only to
retain distributions or allocations of such items that it would have been
entitled to receive in its capacity as General Partner, until the transfer is
effective pursuant to Section 7.4(b).

                  (d) All Partners shall have given and hereby do give such
consents, shall take such actions and shall execute such documents as shall be
legally necessary and sufficient to effect all the foregoing provisions of this
Section.


                                    ARTICLE 8
                 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

                  8.1 MANAGEMENT OF THE PARTNERSHIP. The Limited Partners shall
not participate in the management or control of Partnership business nor shall
they transact any business for the Partnership, nor shall they have the power to
sign for or bind the Partnership, such powers being vested solely and
exclusively in the General Partner.

                  8.2 POWER OF ATTORNEY. Each Limited Partner hereby irrevocably
appoints the General Partner its true and lawful attorney-in-fact, who may act
for each Limited Partner and in its name, place and stead, and for its use and
benefit, to sign, acknowledge, swear to, deliver, file or record, at the
appropriate public offices, any and all documents, certificates, and instruments
as may be deemed necessary or desirable by the General Partner to carry out
fully the provisions of this Agreement and the Act in accordance with their
terms,




                                      -24-
<PAGE>


which power of attorney is coupled with an interest and shall survive the
death, dissolution or legal incapacity of the Limited Partner, or the transfer
by the Limited Partner of any part or all of its Partnership Interest.

                  8.3 LIMITATION ON LIABILITY OF LIMITED PARTNERS. No Limited
Partner shall be liable for any debts, liabilities, contracts or obligations of
the Partnership. A Limited Partner shall be liable to the Partnership only to
make payments of its Capital Contribution, if any, as and when due hereunder.
After its Capital Contribution is fully paid, no Limited Partner shall, except
as otherwise required by the Act, be required to make any further Capital
Contributions or other payments or lend any funds to the Partnership.

                  8.4 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER
OR AFFILIATE. No Limited Partner shall at any time, either directly or
indirectly, own any stock or other interest in the General Partner or in any
Affiliate thereof, if such ownership by itself or in conjunction with other
stock or other interests owned by other Limited Partners would, in the opinion
of counsel for the Partnership, jeopardize the classification of the Partnership
as a partnership for federal tax purposes. The General Partner shall be entitled
to make such reasonable inquiry of the Limited Partners as is required to
establish compliance by the Limited Partners with the provisions of this
Section.


             8.5 EXCHANGE RIGHT.

                  (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d) and 8.5(e) and
the provisions of any agreements between the Partnership and one or more Limited
Partners with respect to Partnership Units held by them, each Limited Partner,
other than the General Partner, shall have the right (the "Exchange Right") to
require the Partnership to redeem on a Specified Exchange Date all or a portion
of the Partnership Units held by such Limited Partner at an exchange price equal
to and in the form of the Cash Amount to be paid by the Partnership, provided
that such Partnership Units shall have been outstanding for at least one year.
The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered
to the Partnership (with a copy to the General Partner) by the Limited Partner
who is exercising the Exchange Right (the "Exchanging Partner"); provided,
however, that the Partnership shall not be obligated to satisfy such Exchange
Right if the General Partner elects to purchase the Partnership Units subject to
the Notice of Exchange pursuant to Section 8.5(b); and provided, further, that
no Limited Partner may deliver more than two Notices of Exchange during each
calendar year. A Limited Partner may not exercise the Exchange Right for less
than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000
Partnership Units, all of the Partnership Units held by such Partner. The
Exchanging Partner shall have no right, with respect to any Partnership Units so
exchanged, to receive any distribution paid with respect to Partnership Units if
the record date for such distribution is on or after the Specified Exchange
Date.

                  (b) Notwithstanding the provisions of Section 8.5(a), a
Limited Partner that exercises the Exchange Right shall be deemed to have
offered to sell the Partnership Units described in the Notice of Exchange to the
General Partner, and the General Partner may, in its sole and absolute
discretion, elect to purchase directly and acquire such Partnership Units by
paying to the Exchanging Partner either the Cash Amount or the REIT Shares
Amount, as elected by the General Partner (in its sole and absolute discretion),
on the Specified Exchange Date, whereupon the General Partner shall acquire the
Partnership Units offered for exchange by the exchanging Partner and shall be
treated for all purposes of this Agreement as the owner of such Partnership
Units. If the General Partner shall elect to exercise its right to purchase
Partnership Units under this Section 8.5(b) with respect to a Notice of
Exchange, it shall so notify the Exchanging Partner within five Business Days
after the receipt by the General Partner of such Notice of Exchange. Unless the
General Partner (in its sole and absolute discretion) shall exercise its right
to purchase Partnership Units from the Exchanging Partner pursuant to this
Section 8.5(b), the General Partner shall have no obligation to the Exchanging
Partner or the Partnership with respect to the Exchanging Partner's exercise of
the Exchange Right. In the event the General Partner shall exercise its right to
purchase Partnership Units with respect to the exercise of a Exchange Right in
the manner described in the first sentence of this Section 8.5(b), the
Partnership shall have no obligation to pay any amount to the Exchanging Partner
with respect to such Exchanging Partner's exercise of such Exchange Right, and
each of the Exchanging Partner, the Partnership, and the General Partner, as the
case may be, shall treat the transaction between the General Partner, and the
Exchanging Partner for federal income tax purposes as a sale of the Exchanging
Partner's Partnership Units to the General Partner. Each Exchanging




                                      -25-
<PAGE>

Partner agrees to execute such documents as the General Partner may reasonably
require in connection with the issuance of REIT Shares upon exercise of the
Exchange Right.

                  (c) Notwithstanding the provisions of Section 8.5(a) and
8.5(b), a Limited Partner shall not be entitled to exercise the Exchange Right
if the delivery of REIT Shares to such Partner on the Specified Exchange Date by
the General Partner pursuant to Section 8.5(b) (regardless of whether or not the
General Partner would in fact exercise its rights under Section 8.5(b)) would
(i) result in such Partner or any other person owning, directly or indirectly,
shares of the General Partner in excess of the Ownership Limit (as defined in
the Articles of Incorporation and calculated in accordance therewith), except as
provided in the Articles of Incorporation, (ii) result in shares of the General
Partner being owned by fewer than 100 Persons (determined without reference to
any rules of attribution and under the definition of "Person" in the Articles of
Incorporation), except as provided in the Articles of Incorporation, (iii)
result in the General Partner being "closely held" within the meaning of Section
856(h) of the Code, (iv) cause the General Partner to own, directly or
constructively, 9.9% or more of the ownership interests in a tenant of the
General Partner's, the Partnership's, or any direct or indirect subsidiary
(including, without limitation, partnerships, joint ventures and limited
liability companies) of the General Partner's or the Partnership's real
property, within the meaning of Section 856(d)(2)(B) of the Code, (v) otherwise,
directly or indirectly, cause the General Partner to fail to qualify as a REIT
or (vi) cause the acquisition of REIT Shares by such Partner to be "integrated"
with any other distribution of REIT Shares for purposes of complying with the
registration provisions of the Securities Act. The General Partner, in its sole
and absolute discretion, may waive the restriction on exchange set forth in this
Section 8.5(c); provided, however, that in the event such restriction is waived,
the Exchanging Partner shall be paid the Cash Amount.

                  (d) Any Cash Amount to be paid to an Exchanging Partner
pursuant to this Section 8.5 shall be paid on the Specified Exchange Date;
provided, however, that the General Partner may elect to cause the Specified
Exchange Date to be delayed for up to an additional 180 days to the extent
required for the General Partner to cause additional REIT Shares to be issued to
provide financing to be used to make such payment of the Cash Amount.
Notwithstanding the foregoing, the General Partner agrees to use its best
efforts to cause the closing of the acquisition of exchanged Partnership Units
hereunder to occur as quickly as reasonably possible.

                  (e) Notwithstanding any other provision of this Agreement, the
General Partner shall place appropriate restrictions on the ability of the
Limited Partners to exercise their Exchange Rights as and if deemed necessary to
ensure that the Partnership does not constitute a "publicly traded partnership"
under section 7704 of the Code. If and when the General Partner determines that
imposing such restrictions is necessary, the General Partner shall give prompt
written notice thereof (a "Restriction Notice") to each of the Limited Partners
holding Partnership Units, which notice shall be accompanied by a copy of an
opinion of counsel to the Partnership which states that, in the opinion of such
counsel, restrictions are necessary in order to avoid having the Partnership be
treated as a "publicly traded partnership" under section 7704 of the Code.


            8.6 REGISTRATION. Subject to the terms of any agreement between the
General Partner and one or more Limited Partners with respect to Partnership
Units held by them:

                  (a) Shelf Registration of the Common Stock. Within two weeks
prior or subsequent to the first date upon which the Partnership Units owned by
any Limited Partner may be exchanged (or such later date as may be required
under applicable provisions of the Securities Act), the General Partner agrees
to file with the Commission, a shelf registration statement on Form S-3 (if the
General Partner is eligible to use such form) under Rule 415 of the Securities
Act (a "Registration Statement"), or any similar rule that may be adopted by the
Commission, with respect to all of the REIT Shares that may be issued upon
exchange of such Partnership Units pursuant to Section 8.5 hereof ("Exchange
Shares"). The General Partner will use its best efforts to have the Registration
Statement declared effective under the Securities Act. The General Partner need
not file a separate Registration Statement, but may file one Registration
Statement covering Exchange Shares issuable to more than one Limited Partner.
The General Partner further agrees to supplement or make amendments to each
Registration Statement, if required by the rules, regulations or instructions
applicable to the registration form utilized by the General Partner or by the
Securities Act or rules and regulations thereunder for such Registration
Statement.



                                      -26-
<PAGE>


                  (b) If a Registration Statement under subsection (a) above is
not available under the securities laws or the rules of the Commission, or if
required to permit the resale of Exchange Shares by "Affiliates" (as defined in
the Securities Act), upon the written request of any Limited Partner holding at
least 20,000 Partnership Units, the General Partner agrees to file with the
Commission a Registration Statement covering the resale of Exchange Shares by
Affiliates or others whose Exchange Shares are not covered by a Registration
Statement filed pursuant to subsection (a) above. The General Partner will use
its best efforts to have the Registration Statement declared effective under the
Securities Act. The General Partner need not file a separate Registration
Statement, but may file one Registration Statement covering Exchange Shares
issuable to more than one Limited Partner. The General Partner further agrees to
supplement or make amendments to each Registration Statement, if required by the
rules, regulations or instructions applicable to the registration form utilized
by the General Partner or by the Securities Act or rules and regulations
thereunder for such Registration Statement.

                  (c) Listing on Securities Exchange. If the General Partner
shall list or maintain the listing of any REIT Shares on any securities exchange
or national market system, it will at its expense and as necessary to permit the
registration and sale of the Exchange Shares hereunder, list thereon, maintain
and, when necessary, increase such listing to include such Exchange Shares.

                  (d) Registration Not Required. Notwithstanding the foregoing,
the General Partner shall not be required to file or maintain the effectiveness
of a registration statement relating to Exchange Shares after the first date
upon which, in the opinion of counsel to the General Partner, all of the
Exchange Shares covered thereby could be sold by the holders thereof in any
period of three months pursuant to Rule 144 under the Securities Act, or any
successor rule thereto.



                                    ARTICLE 9
                   TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

                  9.1 PURCHASE FOR INVESTMENT.

                  (a) Each Limited Partner hereby represents and warrants to the
General Partner and to the Partnership that the acquisition of his Partnership
Interests is made as a principal for his account for investment purposes only
and not with a view to the resale or distribution of such Partnership Interest.

                  (b) Each Limited Partner agrees that he will not sell, assign
or otherwise transfer his Partnership Interest or any fraction thereof, whether
voluntarily or by operation of law or at judicial sale or otherwise, to any
Person who does not make the representations and warranties to the General
Partner set forth in Section 9.1(a) above and similarly agree not to sell,
assign or transfer such Partnership Interest or fraction thereof to any Person
who does not similarly represent, warrant and agree.

                  9.2 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

                  (a) Subject to the provisions of 9.2(b), (c) and (d), no
Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise
transfer all or any portion of his Limited Partnership Interest, or any of such
Limited Partner's economic rights as a Limited Partner, whether voluntarily or
by operation of law or at judicial sale or otherwise (collectively, a
"Transfer") without the consent of the General Partner, which consent may be
granted or withheld in its sole and absolute discretion. Any such purported
transfer undertaken without such consent shall be considered to be null and void
and shall not be given effect. The General Partner may require, as a condition
of any Transfer to which it consents, that the transferor assume all costs
incurred by the Partnership in connection therewith.

                  (b) No Limited Partner may withdraw from the Partnership other
than as a result of a permitted Transfer (i.e., a Transfer consented to as
contemplated by clause (a) above or clause (c) below or a Transfer pursuant to
Section 9.5 below) of all of its Partnership Interest pursuant to this Article 9
or pursuant to an





                                      -27-
<PAGE>


exchange of all of its Partnership Units pursuant to Section 8.5. Upon the
permitted Transfer or redemption of all of a Limited Partner's Partnership
Interest, such Limited Partner shall cease to be a Limited Partner.

                  (c) Subject to 9.2(d), (e) and (f) below, a Limited Partner
may Transfer, with the consent of the General Partner, all or a portion of its
Partnership Interest to (i) a parent or parent's spouse, natural or adopted
descendant or descendants, spouse of such descendant, or brother or sister, or a
trust created by such Limited Partner for the benefit of such Limited Partner
and/or any such person(s), of which trust such Limited Partner or any such
person(s) is a trustee, (ii) a corporation controlled by a Person or Persons
named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial
owners.

                  (d) No Limited Partner may effect a Transfer of its Limited
Partnership Interest, in whole or in part, if, in the opinion of legal counsel
for the Partnership, such proposed Transfer would require the registration of
the Limited Partnership Interest under the Securities Act or would otherwise
violate any applicable federal or state securities or blue sky law (including
investment suitability standards).

                  (e) No Transfer by a Limited Partner of its Partnership
Interest, in whole or in part, may be made to any Person if (i) in the opinion
of legal counsel for the Partnership, the transfer would result in the
Partnership's being treated as an association taxable as a corporation (other
than a qualified REIT subsidiary within the meaning of Section 856(i) of the
Code), (ii) in the opinion of legal counsel for the Partnership, it would
adversely affect the ability of the General Partner to continue to qualify as a
REIT or subject the General Partner to any additional taxes under Section 857 or
Section 4981 of the Code, or (iii) such transfer is effectuated through an
"established securities market" or a "secondary market (or the substantial
equivalent thereof)" within the meaning of Section 7704 of the Code.

                  (f) No transfer by a Limited Partner of any Partnership
Interest may be made to a lender to the Partnership or any Person who is related
(within the meaning of Regulations Section 1.752-4(b)) to any lender to the
Partnership whose loan constitutes a non-recourse liability (within the meaning
of Regulations Section 1.752-1(a)(2)), without the consent of the General
Partner, which may be withheld in its sole and absolute discretion, provided
that as a condition to such consent the lender will be required to enter into an
arrangement with the Partnership and the General Partner to exchange or redeem
for the Cash Amount any Partnership Units in which a security interest is held
simultaneously with the time at which such lender would be deemed to be a
Partner in the Partnership for purposes of allocating liabilities to such lender
under Section 752 of the Code.

                  (g) Any Transfer in contravention of any of the provisions of
this Article 9 shall be void and ineffectual and shall not be binding upon, or
recognized by, the Partnership.

                  (h) Prior to the consummation of any Transfer under this
Article 9, the transferor and/or the transferee shall deliver to the General
Partner such opinions, certificates and other documents as the General Partner
shall request in connection with such Transfer.

                  9.3 ADMISSION OF SUBSTITUTE LIMITED PARTNER.

                  (a) Subject to the other provisions of this Article 9, an
assignee of the Limited Partnership Interest of a Limited Partner (which shall
be understood to include any purchaser, transferee, donee, or other recipient of
any disposition of such Limited Partnership Interest) shall be deemed admitted
as a Limited Partner of the Partnership only with the consent of the General
Partner and upon the satisfactory completion of the following:

                  (i) The assignee shall have accepted and agreed to be bound by
the terms and provisions of this Agreement by executing a counterpart or an
amendment thereof, including a revised Exhibit A, and such other documents or
instruments as the General Partner may require in order to effect the admission
of such Person as a Limited Partner.

                  (ii) To the extent required, an amended Certificate evidencing
the admission of such Person as a Limited Partner shall have been signed,
acknowledged and filed for record in accordance with the Act.


                                      -28-
<PAGE>

                  (iii) The assignee shall have delivered a letter containing
the representation set forth in Section 9.1(a) hereof and the agreement set
forth in Section 9.1(b) hereof.

                  (iv) If the assignee is a corporation, partnership or trust,
the assignee shall have provided the General Partner with evidence satisfactory
to counsel for the Partnership of the assignee's authority to become a Limited
Partner under the terms and provisions of this Agreement.

                  (v) The assignee shall have executed a power of attorney
containing the terms and provisions set forth in Section 8.2 hereof.

                  (vi) The assignee shall have paid all legal fees and other
expenses of the Partnership and the General Partner and filing and publication
costs in connection with its substitution as a Limited Partner.

                  (vii) The assignee has obtained the prior written consent of
the General Partner to its admission as a Substitute Limited Partner, which
consent may be given or denied in the exercise of the General Partner's sole and
absolute discretion.

                  (b) For the purpose of allocating Profits and Losses and
distributing cash received by the Partnership, a Substitute Limited Partner
shall be treated as having become, and appearing in the records of the
Partnership as, a Partner upon the filing of the Certificate described in
Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the
date specified in the transfer documents or the date on which the General
Partner has received all necessary instruments of transfer and substitution.

                  (c) The General Partner shall cooperate with the Person
seeking to become a Substitute Limited Partner by preparing the documentation
required by this Section and making all official filings and publications. The
Partnership shall take all such action as promptly as practicable after the
satisfaction of the conditions in this Article 9 to the admission of such Person
as a Limited Partner of the Partnership.

                  9.4 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

                  (a) Subject to the provisions of Sections 9.1 and 9.2 hereof,
except as required by operation of law, the Partnership shall not be obligated
for any purposes whatsoever to recognize the assignment by any Limited Partner
of its Partnership Interest until the Partnership has received notice thereof.

                  (b) Any Person who is the assignee of all or any portion of a
Limited Partner's Limited Partnership Interest, but does not become a Substitute
Limited Partner and desires to make a further assignment of such Limited
Partnership Interest, shall be subject to all the provisions of this Article 9
to the same extent and in the same manner as any Limited Partner desiring to
make an assignment of its Limited Partnership Interest.

                  9.5 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION
OF A LIMITED PARTNER. The occurrence of an Event of Bankruptcy as to a Limited
Partner, the death of a Limited Partner or a final adjudication that a Limited
Partner is incompetent (which term shall include, but not be limited to,
insanity) shall not cause the termination or dissolution of the Partnership, and
the business of the Partnership shall continue if an order for relief in a
bankruptcy proceeding is entered against a Limited Partner, the trustee or
receiver of his estate or, if he dies, his executor, administrator or trustee,
or, if he is finally adjudicated incompetent, his committee, guardian or
conservator, shall have the rights of such Limited Partner for the purpose of
settling or managing his estate property and such power as the bankrupt,
deceased or incompetent Limited Partner possessed to assign all or any part of
his Partnership Interest and to join with the assignee in satisfying conditions
precedent to the admission of the assignee as a Substitute Limited Partner.

                  9.6 JOINT OWNERSHIP OF INTERESTS. A Partnership Interest may
be acquired by two individuals as joint tenants with right of survivorship,
provided that such individuals either are married or are related and share the
same home as tenants in common. The written consent or vote of both owners of
any such jointly held Partnership Interest shall be required to constitute the
action of the owners of such Partnership Interest; provided, however, that the
written consent of only one joint owner will be required if the Partnership has
been provided with evidence satisfactory to the counsel for the Partnership that
the actions of a single joint




                                      -29-
<PAGE>


 owner can bind both owners under the applicable laws of the state of residence
of such joint owners. Upon the death of one owner of a Partnership Interest held
in a joint tenancy with a right of survivorship, the Partnership Interest shall
become owned solely by the survivor as a Limited Partner and not as an assignee.
The Partnership need not recognize the death of one of the owners of a
jointly-held Partnership Interest until it shall have received notice of such
death. Upon notice to the General Partner from either owner, the General Partner
shall cause the Partnership Interest to be divided into two equal Partnership
Interests, which shall thereafter be owned separately by each of the former
owners.


                                   ARTICLE 10
                   BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

                  10.1 BOOKS AND RECORDS. At all times during the continuance of
the Partnership, the Partners shall keep or cause to be kept at the
Partnership's specified office true and complete books of account in accordance
with generally accepted accounting principles, including: (a) a current list of
the full name and last known business address of each Partner, (b) a copy of the
Certificate of Limited Partnership and all certificates of amendment thereto,
(c) copies of the Partnership's federal, state and local income tax returns and
reports, (d) copies of this Agreement and amendments thereto and any financial
statements of the Partnership for the three most recent years and (e) all
documents and information required under the Act. Any Partner or its duly
authorized representative, upon paying the costs of collection, duplication and
mailing, shall be entitled to inspect or copy such records during ordinary
business hours.

                  10.2 CUSTODY OF PARTNERSHIP FUNDS; BANK ACCOUNTS.

                           (a) All funds of the Partnership not otherwise
invested shall be deposited in one or more
accounts maintained in such banking or brokerage institutions as the General
Partner shall determine, and withdrawals shall be made only on such signature or
signatures as the General Partner may, from time to time, determine.

                           (b) All deposits and other funds not needed in the
operation of the business of the
Partnership may be invested by the General Partner in investment grade
instruments (or investment companies whose portfolio consists primarily
thereof), government obligations, certificates of deposit, bankers' acceptances
and municipal notes and bonds. The funds of the Partnership shall not be
commingled with the funds of any other Person except for such commingling as may
necessarily result from an investment in those investment companies permitted by
this Section 10.2(b).

                  10.3 FISCAL AND TAXABLE YEAR. The fiscal and taxable year of
the Partnership shall be the calendar year.

                  10.4 ANNUAL TAX INFORMATION AND REPORT. Within 75 days after
the end of each fiscal year of the Partnership, the General Partner shall
furnish to each person who was a Limited Partner at any time during such year
the tax information necessary to file such Limited Partner's individual tax
returns as shall be reasonably required by law.

            10.5 TAX MATTERS PARTNER; TAX ELECTIONS; SPECIAL BASIS ADJUSTMENTS.

                           (a) The General Partner shall be the Tax Matters
Partner of the Partnership within the meaning
of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner
shall have the right and obligation to take all actions authorized and required,
respectively, by the Code for the Tax Matters Partner. The General Partner shall
have the right to retain professional assistance in respect of any audit of the
Partnership by the Service and all out-of-pocket expenses and fees incurred by
the General Partner on behalf of the Partnership, as Tax Matters Partner shall
constitute Partnership expenses. In the event the General Partner receives
notice of a final Partnership adjustment under Section 6223(a)(2) of the Code,
the General Partner shall either (i) file a court petition for judicial review
of such final adjustment within the period provided under Section 6226(a) of the
Code, a copy of which petition shall be mailed to all Limited Partners on the
date such petition is filed, or (ii) mail a written notice to all Limited
Partners, within such period, that describes the General Partner's reasons for
determining not to file such a petition.



                                      -30-
<PAGE>


                  (b) All elections required or permitted to be made by the
Partnership under the Code or any applicable state or local tax law shall be
made by the General Partner in its sole and absolute discretion.

                  (c) In the event of a transfer of all or any part of the
Partnership Interest of any Partner, the Partnership, at the option of the
General Partner, may elect pursuant to Section 754 of the Code to adjust the
basis of the Partnership's assets. Notwithstanding anything contained in Article
5 of this Agreement, any adjustments made pursuant to Section 754 of the Code
shall affect only the successor in interest to the transferring Partner and in
no event shall be taken into account in establishing, maintaining or computing
Capital Accounts for the other Partners for any purpose under this Agreement.
Each Partner will furnish the Partnership with all information necessary to give
effect to such election.


            10.6 REPORTS TO LIMITED PARTNERS.

                  (a) As soon as practicable after the close of each fiscal
quarter (other than the last quarter of the fiscal year), the General Partner
shall cause to be mailed to each Limited Partner a quarterly report containing
financial statements of the Partnership, or of the General Partner if such
statements are prepared solely on a consolidated basis with the General Partner,
for such fiscal quarter, presented in accordance with generally accepted
accounting principles. As soon as practicable after the close of each fiscal
year, the General Partner shall cause to be mailed to each Limited Partner an
annual report containing financial statements of the Partnership, or of the
General Partner if such statements are prepared solely on a consolidated basis
with the General Partner, for such fiscal year, presented in accordance with
generally accepted accounting principles. The annual financial statements shall
be audited by accountants selected by the General Partner.

                  (b) Any Partner shall further have the right to a private
audit of the books and records of the Partnership at the expense of such
Partner, provided such audit is made for Partnership purposes and is made during
normal business hours.


                                   ARTICLE 11
                         AMENDMENT OF AGREEMENT; MERGER

         The General Partner's consent shall be required for any amendment to
this Agreement. The General Partner, without the consent of the Limited
Partners, may amend this Agreement in any respect or merge or consolidate the
Partnership with or into any other partnership or business entity (as defined in
Section 17 211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or
(e) hereof; provided, however, that the following amendments and any other
merger or consolidation of the Partnership shall require (i) the consent of
Limited Partners holding more than 50% of the Percentage Interests of the
Limited Partners and (ii) in the case of any of the following (b), (c) or (d):

                  (a) any amendment affecting the operation of the Conversion
Factor or the Exchange Right (except as provided in Section 8.5(d) or 7.1(d)
hereof) in a manner adverse to the Limited Partners;

                  (b) any amendment that would adversely affect the rights of
the Limited Partners to receive the distributions payable to them hereunder,
other than with respect to the issuance of additional Partnership Units pursuant
to Section 4.2 hereof;

                  (c) any amendment that would alter the Partnership's
allocations of Profit and Loss to the Limited Partners, other than with respect
to the issuance of additional Partnership Units pursuant to Section 4.2 hereof;
or

                  (d) any amendment that would impose on the Limited Partners
any obligation to make additional Capital Contributions to the Partnership.






                                      -31-
<PAGE>


                                   ARTICLE 12
                               GENERAL PROVISIONS


             12.1 NOTICES. All communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or upon deposit in the United States mail, registered,
postage prepaid return receipt requested, to the Partners at the addresses set
forth in Exhibit A attached hereto; provided, however, that any Partner may
specify a different address by notifying the General Partner in writing of such
different address. Notices to the Partnership shall be delivered at or mailed to
its specified office.

                  12.2 SURVIVAL OF RIGHTS. Subject to the provisions hereof
limiting transfers, this Agreement shall be binding upon and inure to the
benefit of the Partners and the Partnership and their respective legal
representatives, successors, transferees and assigns.

                  12.3 ADDITIONAL DOCUMENTS. Each Partner agrees to perform all
further acts and execute, swear to, acknowledge and deliver all further
documents which may be reasonable, necessary, appropriate or desirable to carry
out the provisions of this Agreement or the Act.

                  12.4 SEVERABILITY. If any provision of this Agreement shall be
declared illegal, invalid, or unenforceable in any jurisdiction, then such
provision shall be deemed to be severable from this Agreement (to the extent
permitted by law) and in any event such illegality, invalidity or
unenforceability shall not affect the remainder hereof.

                  12.5 ENTIRE AGREEMENT. This Agreement and exhibits attached
hereto constitute the entire Agreement of the Partners and supersede all prior
written agreements and prior and contemporaneous oral agreements, understandings
and negotiations with respect to the subject matter hereof.

                  12.6 PRONOUNS AND PLURALS. When the context in which words are
used in the Agreement indicates that such is the intent, words in the singular
number shall include the plural and the masculine gender shall include the
neuter or female gender as the context may require.

                  12.7 HEADINGS. The Article headings or sections in this
Agreement are for convenience only and shall not be used in construing the scope
of this Agreement or any particular Article.

                  12.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original copy and all of
which together shall constitute one and the same instrument binding on all
parties hereto, notwithstanding that all parties shall not have signed the same
counterpart.

                  12.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.



              IN WITNESS WHEREOF,  the parties hereto have hereunder  affixed
their signatures to this Agreement of Limited Partnership, all as of the ____
day of April 2004.





                                      -32-
<PAGE>

                 GENERAL PARTNER:

                        FIDELITY DIVIDEND CAPITAL INC.

                        By:_____________________

                           Name:  Dennis P. Sweenor
                           Title: President



                         By:______________________

                          Name: William T. Frattalone
                          Title: Executive Vice-President


                          LIMITED PARTNER:

                          FIDELITY DIVIDEND CAPITAL ADVISORS, LLC

                          By:  Fidelity Dividend Capital Advisors, LLC
                                Its Sole Member


                                  Manager of the Sole Member




                   By: ____________________________

                                   Name: Dennis P. Sweenor, Member
                                   Title: President



                              By: ____________________________

                                    Name: William T. Fratalone, Member
                                    Title: Executive Vice-President
















                                      -33-
<PAGE>

                                    EXHIBIT A


<TABLE>
<CAPTION>


                                                 Agreed Value
                                    Cash          of Capital     Partnership     Percentage
Partner                          Contribution    Contribution       Units         Interest
------------------------------   ------------    ------------    ------------   ------------

GENERAL PARTNER:

------------------------------   ------------    ------------    ------------   ------------
<S>                               <C>             <C>            <C>              <C>
Fidelity Dividend Capital Inc.    $ 2,000                               200            1%
Suite 52-A, Smoke Ridge Rd.
Queensbury, N.Y. 12804

------------------------------   ------------    ------------    ------------   ------------
ORIGINAL LIMITED
PARTNERS:

------------------------------   ------------    ------------    ------------   ------------
Fidelity Dividend Capital          20,000                          $ 20,000           99%
Advisors LLC
Suite 52-A, Smoke Ridge Rd.
Queensbury, N.Y. 12804


------------------------------   ------------    ------------    ------------   ------------
Totals                           $ 22,000          $      0          20,200          100%

</TABLE>

























                                      -34-
<PAGE>

                                    EXHIBIT B

                      NOTICE OF EXERCISE OF EXCHANGE RIGHT

         In accordance with Section 8.5 of the Agreement of Limited Partnership
(the "Agreement") of Fidelity Dividend Capital Operating Partnership LP, the
undersigned hereby irrevocably (i) presents for exchange ________ Partnership
Units in Fidelity Dividend Capital Operating Partnership LP in accordance with
the terms of the Agreement and the Exchange Right referred to in Section 8.5
thereof, (ii) surrenders such Partnership Units and all right, title and
interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount
(as defined in the Agreement) as determined by the General Partner deliverable
upon exercise of the Exchange Right be delivered to the address specified below,
and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT
Shares be registered or placed in the name(s) and at the address(es) specified
below.



Dated:           ,
      -------- --  -----                    ------------------------------
                                            (Name of Limited Partner)

                                            ------------------------------
                                            (Signature of Limited Partner)

                                            ------------------------------
                                            (Mailing Address)

                                            ------------------------------
                                            (City)    (State)   (Zip Code)

                                            Signature Guaranteed by:

                                            ------------------------------

If REIT Shares are to be issued, issue to:

Name:

           ---------------------------------

Social Security or Tax I.D. Number:

           -------------------













                                      -35-
<PAGE>